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Agenda Packet City Council - 12/14/2021
o',A.,5r.,f,�r s City of Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 _ x w cctexas.com \ Meeting Agenda - Final-revised City Council Tuesday, December 14,2021 11:30 AM Council Chambers Addendums may be added on Friday. Public Notice: Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. This meeting may be held via videoconference call pursuant to Texas Government Code § 551.127. If this meeting is held via videoconference call or other remote method of meeting, then a member of this governmental body presiding over this meeting will be physically present at the location of this meeting unless this meeting is held pursuant to Texas Government Code § 551.125 due to an emergency or other public necessity pursuant to Texas Government Code § 551.045. A. Mayor Paulette M. Guajardo to call the meeting to order. B. Invocation to be given by Associate Pastor Brandon Cunningham, Grace Community Church. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Sydney Quimby, Mary Carroll High School student. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. Proclamations /Commendations 1. 22-0032 Commendation recognizing James Perez, Small Business Owner for 24 Years in Business as Mattress Firm. Swearing-In Ceremony for Newly Appointed Board, Commission, Committee and Corporation Members. City of Corpus Christi Page 1 Printed on 12/13/2021 City Council Meeting Agenda-Final-revised December 14,2021 F. PUBLIC COMMENT -APPROXIMATELY 12:00 P.M. To speak during this public comment period, you must sign up before the meeting begins. Each speaker is limited to a total of no more than 3 minutes per speaker. You will not be allowed to speak again on an item when the Council is considering the item. Time limits may be restricted further by the Mayor at any meeting. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Written comments may be submitted at cctexas.com/departments/city-secretary. Electronic media that you would like to use may only be introduced into the City system IF approved by the City's Information Technology (IT) Department at least 24 hours prior to the Meeting. Please contact IT at 826-3211 to coordinate. This is a public hearing for all items on this agenda. G. South Texas Military Task Force Briefing by RDML Robert D. Westendorff, Chief of Naval Air Training (CNATRA) H. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: C. Cole Park Pier Ribbon Cutting and Community Event on December 17 a. Operation Heat Help d. City Service Holiday Schedule b. Holiday Recycling Tips e. Overview of Virtual Public Meeting for Seawater Desalination by Mike Murphy, Chief Operating Officer for Water Utilities f. United Way Charitable Campaign Closeout g. Kevin Norton farewell and other staff announcements I. BOARD &COMMITTEE APPOINTMENTS: 2. 22-0008 Coastal Bend Council of Governments (9 vacancies) Port of Corpus Christi Authority of Nueces County, TX (1 vacancy) J. EXPLANATION OF COUNCIL ACTION: City of Corpus Christi Paye 2 Printed on 12/13/2021 City Council Meeting Agenda-Final-revised December 14,2021 K. MOTION TO RECONSIDER: (ITEM 3) 3. 21-1525 Ordinance ratifying a partial postponement until January 1, 2022, of the effective date of Ordinance No. 032551 by amending the implementation date for a disposal fee increase made applicable to waste haulers with City disposal contracts. sponsors: Solid Waste Operations L. CONSENT AGENDA: (ITEMS 4 - 33) 4. 22-0018 Approval of the December 7, 2021 Regular Meeting Minutes. sponsors: City Secretary's Office Consent-Second Reading Ordinances 5. 21-1618 Ordinance authorizing the acceptance of four grants totaling $189,547.47 from the Texas Office of the Governor-Homeland Security Grant Division, Homeland Security Grant Program which include Bomb Squad Portable Detection for$70,940.40, Hazmat Response Enhancement for $34,950.22, Corpus Christi Police Department Special Weapons and Tactics Enhancement for $54,952.05, and Bomb Squad Safety Enhancement for $28,704.80; and appropriating $189,547.47 in the FY 2022 Fire Grants Fund. sponsors: Fire Department 6. 21-1553 Zoning Case No. 1021-02, BHHN, LLC.: (District 3) Ordinance rezoning property at or near 8902 State Highway 44 from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District. (Planning Commission and Staff recommend Denial of the change of zoning from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District, in lieu thereof approval of the "CC/SP" Commercial Compatible District with a Special Permit) (3/4 vote required to approve less restrictive use or density than the recommendation of the Planning Commission) sponsors: Development Services 7. 21-1728 Ordinance amending the Corpus Christi Code to remove Chapter 3 Article I and amend Chapter 49 Article I to consolidate the City's requirements for installations on, across and over public right of way and to amend petitions to close streets; establishing a penalty. sponsors: Public Works/Street Department 8. 21-1619 Ordinance accepting an additional $417,658.38 for an Air Quality Planning Grant from the Texas Commission on Environmental Quality (TCEQ); and appropriating in the No. 1071 Community Enrichment Grant Fund for air quality monitoring service and amending the term through December 31, 2023, with funding available in the No. 1071 Community Enrichment Grant City of Corpus Christi Page 3 Printed on 12/13/2021 City Council Meeting Agenda-Final-revised December 14,2021 fund. Sponsors: Public Works/Street Department 9. 21-1617 Ordinance accepting and appropriating $30,000 from PetSmart Charities to be used for animal medical expenses. Sponsors: Neighborhood Services 10. 21-1604 Ordinance accepting and appropriating $200,000 from the Texas Department of Housing and Community Affairs' ("TDHCA") allocation of Coronavirus Aid, Relief and Economic Security Act ("CARES" Act) from the U.S. Department Of Housing and Urban Development's ("HUD") Community Development Block Grant-Coronavirus ("CDBG-CV") funding for a Texas Emergency Mortgage Assistance Program; authorizing the City Manager or designee to execute all documents necessary to accept, appropriate and disburse the funds and to execute all agreements, amendments and all other documents necessary to implement the program. Sponsors: Neighborhood Services 11. 21-1723 Ordinance authorizing a software development and support agreement with Raftelis Financial Consultants, Inc., in the amount of$200,000.00 for a parcel data management software application for the City's Storm Water Drainage Utility System; appropriating $200,000.00 from the unreserved fund balance in the Storm Water Fund; and amending the FY 2022 Operating Budget. Sponsors: Public Works/Street Department and Finance &Procurement 12. 21-1650 Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract between the Department of State Health Services and the Corpus Christi-Nueces County Public Health District in the amount of$48,345.00 with a City match of$9,669.00 for the period January 1, 2022, through December 31, 2022, to provide tuberculosis prevention and control services under the Health Grant. Sponsors: Health Department 13. 21-1413 Ordinance authorizing Amendment No. 1 of$4,727,170.00 to Contract with Texas Department of State Health Services which provides $18,073,609.00 for COVID-19 Vaccination services provided May 14, 2021, through June 30, 2024, to be used to increase, train, and monitor vaccine sites and providers; and appropriating the funds in the Health Grant Fund. Sponsors: Health Department 14. 21-1659 Ordinance Approving the Calendar Year 2022 Annual Audit Plan to be implemented by the City Auditor's Office Sponsors: City Auditor City of Corpus Christi Page 4 Printed on 12/13/2021 City Council Meeting Agenda-Final-revised December 14,2021 Consent- Contracts and Procurement 15. 21-1330 Resolution authorizing a six-month service agreement with C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment, of Corpus Christi, Texas, in an amount not to exceed $200,000.00 for installation and repairs of emergency equipment in City of Corpus Christi Police Department service vehicles with FY 2022 funding available in the General Fund. sponsors: Police Department and Finance &Procurement 16. 21-1448 Motion authorizing a three-year service agreement with Russell James, dba R & R Delivery Service, for the Elderly Nutrition Program - Home Delivered Meals in an amount not to exceed $668,250.00, with FY 2022 funding in an approximate amount of$167,062.50 available in the Elderly Nutrition Program Grant Fund. sponsors: Parks and Recreation Department and Finance &Procurement 17. 21-1514 Motion authorizing a one-year supply agreement, with two additional one-year period options for cold mix - cold laid asphalt for Street Operations, for an estimated amount of$1,988,325.00 and a potential cost of$6,218,100.00 if options are exercised, with Vulcan Construction Materials, LLC of Birmingham, Alabama with an office in San Antonio, Texas, with FY 2022 funding in an amount not to exceed $1,822,631.25 available through the Streets Maintenance Fund. sponsors: Public Works/Street Department and Finance &Procurement 18. 21-1258 Motion authorizing a professional services contract with HVJ Associates, Inc. of Austin, Texas, for an amount not to exceed $1,435,519.35 for Pavement Condition Evaluation Survey & Pavement Management Software System Project of which $1,190,513.53 from the Street Fund and $245,005.82 from the Storm Water Operations Fund. sponsors: Public Works/Street Department and Finance &Procurement 19. 21-1631 Motion authorizing a one-year supply agreement with two one-year option periods, in an amount not to exceed $127,103.00 and a potential amount not to exceed $381,309.00 if option periods are exercised, for ductile iron pipe accessories for the City Warehouse with Hajoca Corporation, dba Moore Supply Co., of Corpus Christi, Texas with FY 2022 funding in the amount of$95,327.28 available in the Stores Fund. Sponsors: Finance &Procurement and Utilities Department 20. 21-1632 Resolution authorizing a five-year service agreement with Area Electronics Systems, Inc., dba DataON Storage, of Anaheim, California, in an amount not to exceed $225,354.00 for the purchase of Azure Stack Hyperconverged Infrastructure (HCI) hardware with support and warranty for off-site backup storage of all Police video data, with funding for FY 2022 in the amount of$225,354.00 from the Information Technology Fund. Sponsors: Information Technology Services, Police Department and Finance & City of Corpus Christi Page 5 Printed on 12/13/2021 City Council Meeting Agenda-Final-revised December 14,2021 Procurement 21. 21-1658 Motion authorizing the purchase of laptop computers, monitors, and accessories from Dell Marketing, LP, of Round Rock, TX, in an amount not to exceed $124,927.00, for compatibility with digital plan review software applications utilized by the Development Services Department, through the DIR Cooperative, with FY 2022 funding available through the Development Services Fund. Sponsors: Information Technology Services, Development Services and Finance & Procurement 22. 21-1609 Resolution authorizing a 36-month service agreement, with an additional 36-month renewal option, with KorTerra Inc. of Chanhassen, Minnesota for an estimated amount of$89,394.00, with a total estimated amount not to exceed $178,788.00 if the option period is exercised, for the purchase of software access to the KorWeb 811 line locate work order management and database services for Gas Operations, effective upon issuance of notice to proceed, with FY 2022 funding in the amount not to exceed $22,348.50 available in the Gas Fund. Sponsors: Gas Department and Finance &Procurement 23. 22-0013 Resolution authorizing the acquisition of 122 vehicles and machinery by various departments in the amount of$12,138,349.14, with such items to be acquired in the manner, at the amounts, and from the sources stated with FY 2022 funding in the amount of$9,869,954.73. Sponsors: Asset Management Department and Finance & Procurement Consent- Capital Projects 24. 21-0490 Motion authorizing Amendment No. 1 to a professional services contract with HDR, Inc., Corpus Christi, TX, to provide design, bid, and construction phase services for improvements to the booster pump stations located at Bloomington, Texas and Woodsboro, Texas associated with the Mary Rhodes Pipeline raw water delivery system in an amount of$831,000.00 for a total contract value not to exceed $878,560.00, with FY 2022 funding available from the Water Capital Fund. Sponsors: Engineering Services, Utilities Department and Finance & Procurement 25. 21-1531 Motion awarding a construction contract to Associated Construction Partners, Ltd, Boerne, Texas, for the installation of control valves and pumps at the Holly and Rand Morgan Elevated Storage Tanks in an amount of$4,669,500.00, located in Council Districts 1 and 5, with FY 2022 funding available from the Water Capital Fund. Sponsors: Engineering Services, Utilities Department and Finance & Procurement 26. 21-1533 Motion awarding a construction contract to CSA Construction, Inc., of Houston, Texas, for Aeration Coarse Bubble Improvements under the Oso Water Reclamation Plant Process Upgrades and Breakpoint Chlorination City of Corpus Christi Page 6 Printed on 12/13/2021 City Council Meeting Agenda-Final-revised December 14,2021 Decommissioning project in an amount of$4,107,000.00, located in Council District 4, with FY 2022 funding available from the Wastewater Capital Fund. sponsors: Engineering Services, Utilities Department and Finance & Procurement 27. 21-1536 Motion awarding a construction contract to Clark Pipeline Services, LLC, Corpus Christi, Texas, for the Port Avenue Water Line Replacement project in an amount of$4,856,722.99, located in Council Districts 1 and 2, with FY 2022 funding available from the American Rescue Plan Act. sponsors: Engineering Services, Utilities Department and Finance & Procurement 28. 21-1608 Motion authorizing a professional services contract with EN Engineering of Warrenville, Illinois to conduct the 2022 Periodic Corrosion Monitoring Survey for the Mary Rhodes Pipeline in an amount of$109,851.00, with FY 2022 funding available from the Water Capital Fund. sponsors: Engineering Services, Utilities Department and Finance & Procurement 29. 21-0915 Motion awarding a professional services contract to Halff Associates Inc., Corpus Christi, Texas, to provide design, bid, and construction phase services for the West Guth Park Enhancements in an amount of $174,940.00, located in Council District 1, with FY2022 funding available from the Parks and Recreation Bond 2020 Fund. Sponsors: Engineering Services, Parks and Recreation Department and Finance & Procurement 30. 21-1534 Motion awarding a construction contract to Bay Ltd. and Grace Paving and Construction, Inc., both from Corpus Christi, Texas, in the total amount of $19,848,223.78, for the FY 2022 Residential Street Rebuild Program Base Bid F for 43 neighborhood street projects citywide in an amount of $6,876,814.10 to Bay Ltd., Base Bid G in an amount of$5,957,926.48 to Grace Paving and Construction Inc., and Base Bid H in an amount of $7,013,483.20 to Bay Ltd., with FY 2022 funding available from the Residential Street Reconstruction, Storm Water, Wastewater, Water and Gas Capital Funds. Sponsors: Engineering Services, Public Works/Street Department and Finance & Procurement General Consent Items 31. 21-1729 Resolution authorizing submission of a grant application for$75,000.00 to the State of Texas under the Body-Worn Camera Grant Program with City cash match of$25,000.00 to equip Corpus Christi Police Department police officers with body-worn cameras. sponsors: Police Department 32. 22-0003 Resolution adopting the Housing Development Fee Waivers for Non-qualifying Homebuyers Program Guidelines as authorized by the City of Corpus Christi Fiscal Year 2021-2022 Operating Budget. City of Corpus Christi Page 7 Printed on 12/13/2021 City Council Meeting Agenda-Final-revised December 14,2021 Sponsors: Neighborhood Services 33. 22-0024 Resolution authorizing the City Manager to negotiate a final real estate term sheet necessary to acquire real property interests at or near the Inner Harbor Nueces Bay Boulevard and the La Quinta Channel for seawater desalination and treatment plant(s) from Flint Hills Resources Corpus Christi, LLC and Occidental Chemical Corporation, respectively. Sponsors: Utilities Department M. RECESS FOR LUNCH N. PUBLIC HEARINGS: (ITEMS 34 - 35) 34. 21-1647 Zoning Case No. 1021-06, Walker Holdings and Development, LLC.: (District 1) Ordinance rezoning property at or near 3202 Interstate 69 from the "RS-6" Single-Family 6 District to the "RS-4.5" Single-Family 4.5 District. (Planning Commission and Staff recommend Approval) Sponsors: Development Services 35. 21-1644 Ordinance adopting text amendments to the Unified Development Code (UDC) to remove the Planning Commission from historic designation review process and to identify grounds for undue hardship the Board of Adjustment may consider for a variance (Planning Commission and Staff recommend Approval) Sponsors: Development Services O. INDIVIDUAL CONSIDERATION ITEMS: P. FIRST READING ORDINANCES: (ITEMS 36 -38) 36. 21-1554 Zoning Case No. 1021-03, SRPC Properties, LLC.: (District 2) Ordinance rezoning property at or near 1645 14th Street from the "RS-TF" Two-Family District and "CG-2" General Commercial District to the "RM-2" Multifamily District. (Planning Commission and Staff recommend Approval) Sponsors: Development Services 37. 22-0002 Ordinance revising the Infill Housing Incentive Program Guidelines as authorized by Article 11, Chapter 20 of the City of Corpus Christi Code of Ordinances; authorizing a two-year agreement with the Corpus Christi B Corporation to provide Type B affordable housing funding in the amount of $1,000,000 for costs related to the Infill Housing Incentive Program; appropriating $500,000 from The Type B Fund; and amending the operating budget. Sponsors: Neighborhood Services 38. 21-1663 Briefing on Short Term Rental Policy Development and Ordinance amending Chapter 5 of the Corpus Christi Code to require a permit for the City of Corpus Christi Page 8 Printed on 12/13/2021 City Council Meeting Agenda-Final-revised December 14,2021 operation of short-term rentals; and providing for publication. Sponsors: Planning & Environmental Services Q. BRIEFINGS: (ITEMS 39 -42) 39. 21-1610 Overview of the Procurement Policy Analysis performed by Weaver and Presentation on Proposed Local Preference Ordinance Sponsors: Finance &Procurement 40. 22-0009 North Beach Canal Request for Information (RFI) Update Sponsors: Assistant City Manager 41. 22-0011 Storm Water Fee Implementation Overview (January 2022) Sponsors: Public Works/Street Department 42. 22-0023 Donation of$30,000 by Greg Perkes to the Coastal Bend Community Foundation for replacement of the two swing sets at West Guth Park. Sponsors: Parks and Recreation Department R. EXECUTIVE SESSION: (ITEMS 43 -46) 43. 22-0012 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 potential purchase, exchange, lease, and/or value of property at or adjacent to the Puerto Del Sol RV Park at Rincon Point, and Texas Government Code § 551.072 to discuss and deliberate the potential purchase, exchange, and/or value of the aforementioned areas of said real property. 44. 22-0027 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 for desalination and water treatment, transmission, and storage facilities, including areas at or near the (1) the Inner Harbor Ship Channel Seawater Desalination Site at or in the vicinity of Nueces Bay Blvd, Summers St., Palm Dr., John St., and Broadway Street, Nueces Bay Heights Subdivision, Sunset Place Subdivision, and the Industrial Canal and (2) the La Quinta Channel Seawater Desalination Site involving various properties between Highway 361 and the La Quinta Ship Channel and areas in and adjacent to said locations, 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 the aforementioned locations) because deliberation in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person, including, but not limited to Flint Hills Resources, Occidental Chemical Corporation, Chemours Company and affiliates thereof. City of Corpus Christi Page 9 Printed on 12/13/2021 City Council Meeting Agenda-Final-revised December 14,2021 45. 22-0033 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 case of Graham Construction Services, Inc. v. City of Corpus Christi, Xylem Water Solutions and Atlas Copco Compressors v. Carollo Engineers, PC, Travelers Casualty and Surety Company, Control Panels USA, Inc. and Fluid Components International LLC, and City of Corpus Christi v. Carollo Engineers, P.C. including potential consideration of settlement offers and/or fees for attorneys, engineers, other expert witnesses assisting in this case, deposition fees, and court costs, and updates on litigation in other cases. 46. 22-0037 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 approval of the Global Opioid Settlement negotiated by Texas Attorney General, including potential approval of all documents necessary to authorize said settlement including, but not limited to a "Resolution authorizing participation in the proposed opioid crisis settlement through the Texas Attorney General's office; and adopting and approving the Texas Opioid Abatement Fund Council and Settlement Allocation Term Sheet". S. ADJOURNMENT City of Corpus Christi Page 10 Printed on 12/13/2021 COASTAL BEND COUNCIL OF GOVERNMENTS Nine(9)vacancies with terms to 4-30-23,with five(5)being regular members and up to four(4)alternates.[City Manager is recommending the new appointments of Tammy Embrey,Michael Rodriguez,Peter Collins,Esteban Ramos,Andrea Gardner,Sony Peronel(Alternate)and Sarah Munoz(Alternate).] Duties The Coastal Bend Council of Governments shall prepare and recommend to participating local governments urban,metropolitan,and rural area plans, looking to the present and future needs of the Region. Such plans may include recommendations for land use,traffic circulation,major streets and highways,general location of public works,the development of major educational facilities,and related problems of development. Composition City shall appoint nine(9)members for two years(but terms shall be at the complete discretion of the City Council),at least four(4)being elected officials. Member size Term length Term Limit 9 2 years N/A AppointingName Term Appt.date End date Dan McGinn 1 5/1/2019 4/30/2021 City Council Eligible Richie Quintero 4 5/1/2019 4/30/2021 City Council Eligible Tom Tagliabue 4 5/1/2019 4/30/2021 City Council Resigned Rudy Bentancourt 2 5/1/2019 4/30/2021 City Council Resigned Keith Selman 2 5/1/2019 4/30/2021 City Council Retired Mark Van Vleck 2 5/1/2019 4/30/2021 City Council Resigned Alternate Lawrence Mikolajczyk 4 5/1/2019 4/30/2021 City Council Retired Alternate Pat Eldridge 4 5/1/2019 4/30/2021 City Council Eligible Alternate Rebecca Huerta 3 5/1/2019 4/30/2021 City Council Eligible Alternate Roland Barrera 1 5/11/2021 4/30/2023 City Council Active Gil Hernandez 1 5/11/2021 4/30/2023 JCity Council JActive Michael T.Hunter 3 5/11/2021 4/30/2023 ICity Council JActive Ben Molina 3 5/11/2021 4/30/2023 JCity Council JActive 12-14-2021 PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TEXAS One(1)vacancy with term to 12-31-2024,representing the following category:1-City. Duties The Port of Corpus Christi Authority of Nueces County,Texas follows the laws prescribed in Article XVI,Section 59 of the Texas Constitution. Composition Seven(7)members appointed as follows:three(3)City Council,three(3)Nueces County Commissioner's Court and one(1)San Patricio County for three-year staggered terms. Each person who is appointed or elected shall be a resident of the proposed navigation district and shall be an elector of the county.A person must have been a resident of Nueces County for at least six months to be eligible for appointment to the Port Commission. Commissioners may serve up to four(4)three- year terms. Member size Term Length Term limit 7 3 Years 12 Years AppointingName District Term Appt.date End date Seeking Richard R Valls Jr. District 4 2 12/10/2013 12/31/2021 City Council Vice-Chair reappointment City 11/11 meetings-100% David P.Engel District 4 3 1/1/2020 12/31/2022 City Council Active City Rajan Ahuja District 5 1 2/9/2021 12/31/2023 City Council Active City Catherine Hilliard 1 1/1/2020 12/31/2022 Nueces County Secretary Active County R.Bryan Gulley 1 District 4 11 1/1/2021 12/31/2023 lNueces County I lActive lCounty Charles Zahn 1 14 1/11/2012 12/31/2023 INueces County IChair lActive lCounty Wes Hoskins I District 1 12 1/1/2016 12/31/2021 ISan Patricio County I jActive Isan Patricio 12-7-2021 PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TEXAS Applicants Name District Status Armon D. Alex District 3 Applied Isabel Araiza District 4 Applied **Kenneth L Berry District 1 Applied Sylvia Campos District 2 Applied Eduardo O Canales District 5 Applied Carl E. Crull District 5 Applied Diane Gonzalez-Cibrian District 1 Applied ***Gabe Guerra District 5 Applied *KimberlyJ Lane Other/ Non-Resident Applied Eli McKay District 1 Applied ****John Murray District 4 Applied *****Leah Pagan Olivarri District 4 Applied Chris A Pena District 5 Applied Elizabeth Perez District 4 Applied Cristian Radaneata District 5 Applied Sandra Love Sanchez District 5 Applied John B Solberg District 5 Applied Lamont C. Taylor District 1 Applied Richard R Valls Jr. District 4 Seeking reappointment Elgin Wade Williams PE District 4 Applied *Lives in Port district boundries, but not a city resident **Currently serves on the Reinvestment Zone No. 4 Board. Will resign if appointed. ***Currently serves on the Capital Improvements Advisory Committee. Will resign if appointed. ****Currently serves on the Marina Advisory Committee. Will resign if appointed. *****Currently serves on the Type A& B Board. Will resign if appointed. CITY OF CORPUS CHRISTI Submit Date: Nov 23, 2021 Application for a City Board, Commission, Committee or Corporation Profile Armon D Alex ArJdle Initial Email Address 1610 La Joya St. Street Address Corpus Christi TX 78417 city State Postal Cade What district do you live in? R District 3 Current resident of the city? r Yes (- No If yes, how many years? 5 Mobile: (832)542-2547 Home: (713)543-1214 Primary Phone Alternate Phone GulfREACH Institute Board of Directors Member Employer Job Title Work Address-Street Address and Suite Number 1610 La Joya St. Preferred Mailing Address R Home/Primary Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX:Submitted Interests & Experiences A.... - n A1-- Are you a registered voter? r- Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: None Education, Professional and/or Community Activity (Present) Texas A&M University-Corpus Christi:Science Communications & Public Relations If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Port of CC Why are you interested in serving on a City board, commission or committee? As an experienced active member of the community in Corpus Christi, I understand the role public service has in guaranteeing our community health and safety. Participating in a Port position would mean representing the hard working citizens that don't typically get a seat at the table. I have no connections to the Port of CC which means I hold an unbiased approach to development and base judgement on what's best for the greater good. Upload 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? a Yes r No Demographics W Male Code of Ethics - Rules of ConducVConflicts of Interest A-- Yl A[—,, Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r 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 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 r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer "NO"to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector' of Nueces County? r Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r 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. 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 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. 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. R 1 Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. R 1 Agree 1610 La Joya St. Armon D. Alex Corpus Christi,Tx 78417 Texas A&M University-Corpus Christi:College of Liberal Arts (832)542-2547 Science Communications-Public Relations armon.alexl01@gmaii.com armon.alex@ymaii.com EXPERIENCE ThriveFuel Digital Marketing,Victoria,TX— Corpus Christi EDUCATION Marketing Consultant Texas A&M University- December 2020-August 2021 Corpus Christi, 6300 Serve as a consultant to CC businesses for marketing services. Video Ocean Dr,Corpus Christi, production,social media, billboards, Search Engine Optimization, etc. TX 78412 — College of Liberal Arts PAR Management Group, Padre Island,TX— Recruitment August 2018-Present. Coordinator&Operations Assistant W.E.G.A. (Westside February 2020-November 2021 Engineering& Facilitate new projects that look to improve business infrastructure. Geosciences Academy), Recruitment for multi-level businesses including orientation, onboarding and 4201 Briar Forest Dr, recruitment department needs,job postings, interviews, &future Houston,TX 77077 — developments. Student July 2015-June 2016 Texas State Aquarium, Corpus Christi, TX— Exhibit Host/Pre-Show Westside High School, Host 4201 Briar Forest Dr, May 2017-January 2020 Houston,TX 77077 — To facilitate public interpretive programs with the use of bio-facts, animal Student ambassadors,technology, and exhibit/animal guides. August 2014-June 2016 Gulf of Mexico Youth Climate Summit, Corpus Christi,TX — Co Foy H.Moody High Founder, Executive Director School,1818 Trojan Dr, March 2018- Present Corpus Christi,TX Unites young environmental stewards from around the GOM and the U.S. 78416 — Citgo dedicated to the preservation and protection from the effects of climate innovation Academy August 2016-June 2018 change. Project W.A.V.E.S.,Corpus Christi, TX— Founder, Youth Outreach Manager March 2018-Present A dynamic water quality research team that focuses on the general education and lobbying of South Texas Coastal Communities. 1 Texas State Aquarium HR Youth Volunteer Program, Corpus Christi,TX — Intern for Media Management May 2019-August 2019 To facilitate day to day operations of program duties. Manage the media of the AWARDS program including Instagram and Facebook. Energy Day Top Finalist- EarthEcho International,Washington, DC — Texas Ambassador, Citgo C-STEM Finalist-2o18 Board of Directors Member, Youth Leadership Council The President's Volunteer March 2018-Present Service Award-2017,2o18, Carry out ongoing efforts to monitor local water quality, help plan and 2019,2020 implement water monitoring and conservation focused education Citgo Innovation Student of programming in my local communities. the Month-Sept.2018 Is1_and Strategic Action Committee, Corpus Christi, TX — Mustang CITGO Presenter Award Island Rep. -Drone Operations January 2020-July 2021 First Year Research Advise the Mayor and City Council on development and implementation of the Conference Presenter- Mustang-Padre Island Area Development Plan. TAMUCC 2018 City of Corpus Christi Environmental Task Force, Corpus Christi, TX. — Vice-Chair, Inaugural Member AFFILIATIONS March 2021 -Present Gulf REACH Institute Advise the Mayor's Office regarding green initiatives and be proactive and active in the community.The committee makes recommendations to promote SASI-The Leadership People safe, healthy, socio-economic, and environmentally sustainable projects & programs. EarthEcho International CSTEM National Youth Commission, Houston,TX— President, Chairman, Communications Administrator NCYC -National CSTEM January 2015-June 2018 Youth Commission Research and implement ideas on the academic achievement gaps, drop-out City of Corpus Christi rates, and low participation in STEM (Science,Technology, Engineering, and Math)among minority students. HARTE Research Institute 2 CITY OF CORPUS CHRISTI Submit Date: Nov 22, 2021 Application for a City Board, Commission. Committee or Corporation Profile Isabel Araiza Email Address 326 Po_enisch Dr. Street Address Corpus Christi TX 78412 City State Postal Code What district do you live in? R District 4 Current resident of the city? r Yes r No If yes, how many years? 45 Home:(361)779-3927 Home:(361)244-5699 _ Primary Phone Alternate Phone Texas A&M University--Corpus Christi Associate Professor of Sociology Em*yer Job Title Work Address-Street Address and Suite Number 6200 Ocean Drive, Bay Hall 3.38 Work Address-City Corpus Christi Work Address-State TX Work Address-Zip Code 78412 Icnhcl Arni-7!m Work Phone 3618253936 Work E-mail address isabel.araiz@tamucc.edu Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX:Submitted Interests & Experiences ,Are you a registered voter? r 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) AA: Del Mar College (1994); BA:TAMUCC (1995); PhD: Boston College (2004) If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Not applicable Why are you interested in serving on a City board, commission or committee? I believe the representation on the Port of Corpus Christ Commission lacks the public's voice.Appointees have historically been dominated by people with business interests directly related to profiting from the fossil fuel industry.The commission needs representation that will deliberate from the public good's perspective,where ALL the consequences of the port's decisions are considered. Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r Yes r No Arn;-7n 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? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes c. No Does your employer or your spouse's employer have a City contract? r Yes r 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 c. 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 r• No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer "NO"to all questions above, please enter N/A. Not applicable Board-specific questions (if applicable) �c�F,ol nr�is� Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector"of Nueces County? r Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, : (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r. 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. 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. R 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. Ir I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. Ir I Agree 1--L.. 1 A-..: Dr. Isabel Araiza Texas A&M University-Corpus Christi Liberal Arts, Psychology and Sociology Office: Bay Hall 358, Office Phone: (361) 825-3936, Email: isabel.araiza@tamucc.edu Education PhD, Boston College, 2004. BA, Texas A&M University-Corpus Christi, 1995. Associate of Arts, Del Mar College, 1994. Professional Employment Associate Professor of Sociology, Texas A&M University--Corpus Christi. (2010 - Present). Assistant Professor of Sociology, Texas A&M University--Corpus Christi. (2004 - 2010). Visiting Instructor, Texas A&M University--Corpus Christi. (2002 - 2004). Title V ABD Fellow, Texas A&M University--Corpus Christi. (2001 - 2004). Administrative Appointments University First Scholars Academy(2015) Conducted analysis of retention of FTIC students enrolled in 2008. Identify factors significantly related to retention of students by admission status. Report findings to CASA, University Administrators, and other interested parties. Professional Memberships Association for Applied and Clinical Sociology: Sociology at Work Psi Chapter of Alpha Kappa Delta TEACHING Teaching Experience HONR 4195, PROJECT OF EXCELLENCE SOCI 1301, HUMAN SOCIETIES SOCI 3321, MEXICAN AMERICAN WOMEN SOCI 3340, SOCIOLOGY OF THE FAMILY SOCI 3350, SOCIOLOGY OF EDUCATION SOCI 4312, SOCIAL CLASS AND INEQUALITY SOCI 4375, GRAYING IN AMERICA SOCI 4385, SENIOR SEMINAR IN SOCIOLOGY SOCI 4390, Poverty and Welfare and the U.S. SOCI 4396, DIRECTED INDIVIDUAL STUDY UCCP 1101, FIRST-YEAR SEMINAR I Report Generated on August 13, 2020 Page 1 of 8 SCHOLARLY AND CREATIVE ACTIVITIES Publications Refereed Book Chapters Araiza, I. (2019). Ethical Issues Working with Vulnerable Populations. In Patricia Leavy(Ed.), The Oxford Handbook of Methods for Public Scholarship (pp. 45). Oxford: Oxford University Press. Araiza, I., Garza, S., Cardenas, H. (2007). In Cristina Kirklighter, Diana Cardenas, and Susan Wolff Murphy(Ed.), Literate Practices/Language Practices: What Do We Really Know about Our Students? (pp. 87-98). New York, NY: State University of New York Press. Conference Proceedings Williams, J.,Araiza, I., Eichler, M. (2011). War Drums:A Retrospective Analysis of Post 9/11 Media and the Mis-Education of the American Public (pp. 737-743). Manhattan, Kansas: Adult Education Research Conference. Garza, S., Murphy, S. W.,Araiza, I. (2004). In Mary Kalantzis and Paul James (Ed.), Latino/a College Students'Literate Practices, Language Use, and Faculty Preconceptions in South Texas (vol. 4). Common Ground Publishing Pry Ltd: Proceedings from Fourth International Conference on Diversity in Organisations, Communities, and Nations. www.Diversity- Journal.com Journal Articles Wong, N., Mills, M.,Araiza, I. (2020). Campus Apartment Architecture Style and Likelihood to Graduate:An Exploratory Study at a Southern Public Liberal Arts University. New York Journal of StudentAffairs, 20(1), 34-46. https://journals.canisius.edu/index.php/CSPANY/article/view/497 Rowles III, L. S., Hossain,A. I., Ramirez, I., Durst, N. J., Ward, P. M., Kirisits, M. J.,Araiza, I., Lawler, D. F., Saleh, N. B. (2020). Seasonal Contamination of well-water in flood-prone colonias and other unincorporated U.S. communities. Science of the Total Environment, 740. https://www.sciencedirect.com/science/article/pii/SO048969720336329 Araiza, I., Marquez,A. N. (2016). Cisneros v. CCI SD:A Community Divided. Acequia A Journal of Art Literature and Ideas, 3, 94-113. Murphy, S. W.,Araiza, I., Cardenas, Jr., H., Garza, S. (2008). When I grade a paper I do not look at the name. I grade the paper for content: Teacher Perceptions of Students at Hispanic Serving Institutions. Journal of Border Educational Research, 7(1), 133-143. www.tamiu.edu/coedu/JBER.shtml Books Meyer, P., Ramirez, M. E.,Araiza, I., Benibo, B. R. (2011). iSoc: Introduction to Sociology Reader. Dubuque, Iowa: Kendall-Hunt Publishing Company. Report Generated on August 13, 2020 Page 2 of 8 Book Chapters Araiza, I., Jarrell, M. L. (2007). Martha Stewart: Just Desserts or Just a Victim? In Frankie Bailey and Steven Chermak(Ed.), Famous American Crimes and Trials (vol. II, pp. 267-285). Westport, CT: Greenwood Publishing Group. Monographs Meyer, P. S.,Araiza, I., Jorgensen, D. J., Brown,A., Huang, Y. 2012-2013 Coastal Bend Health Needs Assessment(pp. 189). Meyer, P.,Araiza, I., Ramirez, M. E., Fonseca, D., Jorgensen, D. J. (2010). The Coastal Bend's 2010 Community Health Needs Assessment. Coastal Bend 2010 Community Health Needs Assessment Steering Committee. Presentations Araiza, I., "Cisneros v. CCISD (1970): Mexican Americans and the Struggle for Access to Quality Education," Latino Civil Rights Course, Brigham Young University. Latino Studies Program (Provo, UT),American Federation of Teachers Headquarters. (November 25, 2019). Araiza, I., Ramirez, R., "The Evolution of Juan Crow in Higher Education," National Chicano Student Walk Outs Conference, UTSA Libraries and Policy Studies Center,Academia America, and Our Lady of the Lake University, University of Texas at San Antonio. (November 22, 2019). Araiza, I., Huerta, J. C., "Latino Identity and Linked Fate:A Socio-Political Exploration of Latinos' Political Parry Affiliation," 2019 Annual Southwestern Social Science Association Meeting, Southwestern Social Science Association, San Diego, California. (October 31, 2019). Rowles III, L. S., Hossain,A. L., Fowler, D. F., Ward, P. M., Kirisits, M. J.,Araiza, I., Saleh, N. B., "Compromised Water Quality in Colonias of Nueces County, TX:A Vicious Cycle," UNC Water and Health: Where Science Meets Policy, University of North Carolina, Chapel Hill. (October 7, 2019). Araiza, I., "Why do they gotta vote that way? Barriers to Latinos and Mexican Americans' Electoral Solidarity," Mexican American Studies Workshop, Del Mar College: Mexican American Studies, Corpus Christi. (July 2019). Araiza, I., "The Social Determinants of Health: Victoria, TX," Moving Upstream: Economics as a Determinant of Health (Victoria), Methodist Healthcare Ministries, Victoria, TX. (September 27, 2018). Araiza, I., "Social Determinants of Health: Corpus Christi, TX," Moving Upstream: Economics as a Determinant of Health (Corpus Christi), Methodist Healthcare Ministires, Corpus Christi, TX. (September 26, 2018). Araiza, I. (Author), "The Hope, the Hype, and the Hypocrisy of Hispanic-Serving Institutions:A Call for Creating Xicanx-Centered Colleges and Universities," Hispanic Heritage Month, Texas A&M University-Corpus Christi, Bell Library. (September 18, 2018). Araiza, I., "The Hope, The Hype, and the Hypocrisy of Hispanic Serving Institutions:A Call for Xicanx-Centered Colleges and Universities," Fifth Annual Mexican American Summer Seminar, Del Mar College Mexican American Studies Program, Del More College Center for Economic Development. (July 21, 2018). Report Generated on August 13, 2020 Page 3 of 8 Araiza, I., "Local Government as a Source of Good: When People Demand It," Unitarian Universalist Church. (July 15, 2018). Araiza, I., "How to Find You Place,"A Sense of Belonging, TRIO, UC Lonestar. (February 9, 2018). Araiza, I. (Author& Presenter), "How Did We Get Here?White Supremacy in South Texas," Student Citizen Activists: Political Education Series, Student Citizen Activists, University Center: Lone Star Room. (February 8, 2018). Araiza, I. (Author& Presenter), "Using Sociology to Organize, Mobilize, and Advocate for Access to Clean Water," 2017 AACS Annual Conference,Association for Applied and Clinical Sociology: Sociology at Work, Cleveland, OH. (October 5, 2017). Araiza, I., "The State of Our Water:A Sociological Analysis,"The State of Our Water:A Sociological Analysis, Unitarian Universalist Church, Unitarian Universalist Church. (July 23, 2017). Araiza, I., ""Water, Industry, and Race"," From Flint, to Standing Rock, to Corpus Christi. Water is Life.A Forum about Water and Environmental Racism, Corpus Christi Solidarity Network, Unitarian Universality Church. Corpus Christi, Texas. (January 2017). Araiza, I., Marquez,A. N., "Challenging American Mythology Disguised as"U.S. History Since 1877" In the Wake of Cisneros vs. CCISD(1970)," U.S. History Survey Course, Eliza Martin, TAMUCC. (November 2016). Araiza, I., Marquez,A. N., "Cisneros v CCIS (1970): The Intersection of Biography and History," Hispanic Heritage Month, Hispanic Heritage Month Committee, TAMUCC. (October 2016). Meyer, P. S. (Author&Presenter),Araiza, I. (Author), Jorgensen, D. J. (Author& Presenter), Huang, Y. (Author), Brittany, S.-G. (Author), ""2016 Coastal Bend Health Needs Assessment"," Nueces County Safe Communities Coalition Meeting, Nueces County Safe Communities Coalition, Corpus Christi, Texas. (October 20, 2016). Meyer, P. S. (Author&Presenter), Chavez, M. (Author&Presenter), Kazanjian, MA, MDiv, S. (Author& Presenter),Araiza, I. (Author), Jorgensen, D. J. (Author), Huang, Y. (Author), Brittany, S.-G. (Author), ""2016 Coastal Bend Health Needs Assessment"," Presentation to the CHRISTUS-Spohn Health System Board, CHRISTUS-Spohn Health System Board, CHRISTUS- Spohn Hospital-Shoreline. (August 21, 2016). Meyer, P. S. (Author& Presenter),Araiza, I. (Author&Presenter), Jorgensen, D. J. (Author& Presenter), Huang, Y. (Author), Brittany, S.-G. (Author), ""2016 Coastal Bend Health Needs Assessment: Formal Findings"," Presentation to the Coastal Bend Health Needs Assessment Task Force, Coastal Bend Health Needs Assessment Task Force, Corpus Christi Medical Center, Corpus Christi, Texas. (August 5, 2016). Araiza, I., Marquez,A. N., "Challenging Juan Crow: Teaching Cisneros v. CCISD,"Third Annual Mexican American Studies Summer Seminar, Del Mar College Mexican American Studies Program, Del More College Center for Economic Development. (July 2016). Meyer, P. (Author& Presenter),Araiza, I. (Author&Presenter), Jorgensen, D. J. (Author& Presenter), Huang, Y. (Author), Brittany, S.-G. (Author), ""First Look: 2016 Coastal Bend Health Needs Assessment"," Coastal Bend Health Needs Assessment Task Force, Citizen's Hospital, Victoria, Texas. (June 3, 2016). Report Generated on August 13, 2020 Page 4 of 8 Meyer, P. S. (Author& Presenter),Araiza, I. (Author& Presenter), Jorgensen, D. J. (Author& Presenter), Huang, Y. (Author), ""First Look: 2016 Coastal Bend Health Needs Assessment"," Coastal Bend Health Needs Assessment Task Force, Corpus Christi Medical Center, Corpus Christi, Texas. (May 20, 2016). Marquez,A. N.,Araiza, I., ""Cisneros vs. CCISD:A Community Divided"," Del Mar College Texas Public Schools Event, Del Mar College, Corpus Christi, Texas. (March 2016). Araiza, I., Marquez,A. N., "Get MAS: Cisneros vs CCISD: a People's Perspective," 2nd Annual Mexican-American Studies (MAS) Program Summer Seminar„ Del Mar College Mexican American Studies Program, Corpus Christi, TX. (July 11, 2015). Araiza, I., "The Premium of White Privilege:An Examination of Consistently Classified Retirees," International Organization of Social Sciences and Behavioral Research, Organization of Social Sciences and Behavioral Research, San Antonio, TX. (November 4, 2014). Araiza, I. (Presenter), "The Data Do Not Speak for Themselves," Islander Forum, Faculty Resaissance Center, TAMUCC. (August 2013). Araiza, I. (Panelist), "The Facts about Immigration," Leadership Corpus Christi, Charlies Place, Corpus Christi. (November 8, 2012). Araiza, I. (Panelist), "Is Voting Really Important?,"Voting and Black Culture,African American Cultural Society, TAMUCC. (October 2, 2012). Araiza, I., "Divorcing the Minimum Wage from the Bread-winning Role," Equal Pay Day Rally, ISO and GSA, Hector P. Garcia Plaza. (April 24, 2012). Araiza, I. (Coordinator/Organizer), "Trayvon Martin: the Clash of Power or Culture,"Texas A&M University- Corpus Christi, TX. (April 10, 2012). Araiza, I. (Other), "Where We Are at in the Quest for Marriage Equality," Marriage Equality Rally, International Socialist Organization--Corpus Christi, Gay Straight Alliance, and Coastal Bend Wellness Initiative, People's T-Heads, Corpus Christi, Texas. (March 3, 2012). Araiza, I. (Panelist), Carroll, P. J. (Panelist), Giraldo, J. H. (Panelist), Billeaux,A. (Moderator), Hispanic Heritage Month: Immigration Panel, Texas A&M University- Corpus Christi,TX. (October 4, 2011). Araiza, I. (Coordinator/Organizer), Karayaka, H. (Coordinator/Organizer), Remember and Reflecting on 9/11: Ten Years Later,Alpha Kappa Delta and Institute for Interfaith Dialogue, Texas A&M University- Corpus Christi, TX. (September 1, 2011). Munoz, L. K. (Chair),Araiza, I. (Panelist), Marquez,A. N. (Panelist), "Testimonios: Social Justice Activism in Corpus Christi, Texas," 2011 NACCS Tejas Regional Conference, South Texas College, McAllen, TX. (February 25, 2011). Garza, S.,Araiza, I., Cardenas, Jr., H., "Perceptions of Hispanic Serving Institutions: Different literacy practices for different institutions," Mi Educaci6n es la Causa: Chicana and Chicano Pedagogy in the 21st Century, NACCS, McAllen, TX. (February 2008). Garza, S.,Araiza, I., Cardenas, Jr., H., "Not Just L2: Re-Presenting the Latino Student at Hispanic Serving Institutions in South Texas—A Study of Literate and Language Practices," Annual Convention of the Conference on College Composition and Communication, New York, NY. (March 2007). Report Generated on August 13, 2020 Page 5 of 8 Contracts, Grants and Sponsored Research Contract Jorgensen, Daniel J (Co-Principal), Meyer, Pamela(Principal),Araiza, Isabel (Co-Principal), Huang, Yuxia (Co-Principal), "2016 Coastal Bend Community Healthcare Needs Assessment," Sponsored by Community Healthcare Coalition, Local, $69,500.00. (October 1, 2015-August 31, 2016). Meyer, Pamela(Principal),Araiza, Isabel (Co-Principal), Jorgensen, Daniel J (Co-Principal), "The Coastal Bend's 2012 Community Health Needs Assessment," Sponsored by Coastal Bend Health Needs Assessment Steering Committee, Other, $60,000.00. (October 2012 -August 2013). Araiza, Isabel (Co-Principal), Meyer, Pamela (Principal), Ramirez, Michael E. (Co-Principal), Fonseca, Diana (Supporting), Jorgensen, Daniel J (Other), "The Coastal Bend's 2010 Community Health Needs Assessment," Sponsored by Coastal Bend Health Needs Assessment Steering Committee. (2009 - 2010). Grant Araiza, Isabel (Co-Principal), Huerta, Juan Carlos (Co-Principal), "Latino Identity and Linked Fate--Why do some Latinos have this and others do not," Sponsored by Texas A&M University- Corpus Christi, Other, $1,100.00. (February 1, 2019 - Present). Araiza, Isabel, "Centered Margins: Designing Introductory Courses that Challenge Existing Hierarchies," Sponsored by Center for Faculty Excellence, Texas A&M University-Corpus Christi, $500.00. (March 2020). Scholarly and Creative Awards and Honors Participant in Census Workshop, University of Notre Dame Inter-University Program for Latino Research. (2003). Latino Scholars Award, Boston College. Chestnut Hill, MA. (2001). SERVICE Department Create Reports for WEAVE,Assessment--WEAVE. (January 2017 - Present). Committee Member, Social Science Silver Screen. (February 2020-April 2020). Attendee, Meeting, Island Days. (February 2019). Committee Member, Sociology Hiring Committee. (October 2018 -January 2019). Committee Member, Clinical Psychologist Search Committee. (December 2012 -April 2013). College Coordinator, Mexican American Studies. (April 2017 - Present). Committee Member, Tenure and Third Year Review. (January 2011 - Present). Guest Speaker, Mexican American Studies. (October 2014 - 2015). Committee Member, Curriculum Committee. (2007 - 2008). University Report Generated on August 13, 2020 Page 6 of 8 Committee Member, Environmental Council. (August 2019 - Present). Committee Member, First Year Council. (May 2019 - Present). Guest Speaker, Island Waves' Constitution Day. (September 2018 - Present). Hispanic Heritage Month. (October 2016 - Present). Program Coordinator, Coastal Bend Social Forum. (October 2015 - Present). Faculty Mentor, Ronald E. McNair Program. (2011 - Present). Faculty Advisor, Psi chapter of Alpha Kappa Delta. (2004 - Present). Committee Member, Inclusive Excellence Committee. (November 2017 - 2019). Guest Speaker, University Counseling Center: White Like Me". (February 2019). Program Organizer, Hispanic Heritage Month. (October 2016 - 2018). Committee Member, Hispanic Heritage Month. (April 2018 - October 2018). Guest Speaker, Hispanic Heritage Month. (September 2018). Committee Member, Committee of Expressive Activities. (October 2014 -August 2018). Guest Speaker, Vantage Program. (July 2018). Consulting, Reviewing Procedures. (October 2015 - 2017). Committee Member, Faculty Senate, Executive Committee. (May 2015 - 2017). Committee Chair, Faculty Senate Faculty Affairs. (May 2016 -April 2017). University Senate Service, Faculty Senate. (May 2013 -April 2017). Committee Member,Academic Affairs. (August 2013 - 2016). Program Organizer, Hispanic Heritage Month. (April 2016 - October 2016). Faculty Mentor, First Scholars Academy. (August 2015 - May 2016). Committee Chair, Faculty Senate,Academic Affairs. (May 2015-April 2016). Committee Member, Undergraduate Council. (January 2014 - 2015). Weave Reporter. (2014 - 2015). Guest Writer, Corpus Christi Caller Times. (September 2015). Guest Writer, Corpus Christi Caller Times. (April 2015). Guest Writer, Corpus Christi Caller Times. (February 2015). Faculty Advisor, International Socialist Organization--Corpus Christi. (2010 - 2014). Guest Column Writer, Hispanic Heritage Month: Corpus Christi Caller Times. (September 2014). Committee Member, Retention Committee. (January 2012 - May 2012). Program Organizer, Travyon Martin:A Clash of Power or Culture? (April 2012). Committee Member, Beyond the Core Task Force. (October 2011 - December 2011). Faculty Advisor, Students for Dialogue. (December 2010 - 2011). Committee Member, Faculty Development Leave Committee. (September 2010 -2011). Focus Group Facilitator and Analyzer, First Year Islander Convocation Committee. (2010). Team Captain, KEDT Challenge. (2010). Family Coordinator, Ronald E. McNair Program. (2007 - October 2010). Program Organizer and Moderator, Latinas and Colleges: Our First Year Experience. (September 2010). Committee Member, Solomon Ortiz Internship Committee. (2007 - 2009). Professional Editorial Review Board Member, "A Little Bit About" Book Series. (December 2019 - Present). Committee Member,Association for Applied and Clinical Sociology: Sociology at Work. (November 2017 - 2018). Moderator, Del Mar College's Mexican American Studies Summer Seminar. (July 2018). Moderate a, Del Mar College's Mexican American Studies Summer Seminar. (July 2017). Editor, Journal Editor, Journal of Integrated Social Science. (2009 - 2013). Editor of Section's Newsletter, Marxist Section of American Sociological Association. (January 2011 -August 2011). Public Board Member, South Texas Colonia Initiative. (2007 - Present). Report Generated on August 13, 2020 Page 7 of 8 Guest Speaker, Movement Mujeres. (February 2020). Guest Speaker, Leadership Corpus Christi. (November 2019). Guest Speaker, Keach Public Library. (October 2019). Discussant, Del Mar College: Mexican American Studies Program. (March 2018). Guest Speaker, Hilos de Historia. (November 2012 - 2017). Program Organizer, Coastal Bend Social Forum. (2008- 2017). Guest Speaker, Talk of the Town. (2015 - 2016). Guest Speaker, Cuentos y Chistes with Vicente Carranza. (2015). Committee Member,Amistad Community Health Center: Strategic Planning Committee. (January 2014- 2015). Guest Speaker, 361. (October 2015). Board Member, Corpus Christi Community Radio. (February 2013- 2014). Program Organizer, Coalition Petition Nueces County Hospital District. (September 2014 - October 2014). Guest Speaker, Nueces County Dispute Resolution Services. (October 2014). Program Organizer, Know Your Rights. (September 2014). Guest Speaker,American Federation of Teachers. (April 2014- May 2014). Guest Speaker, Corpus Christi Women in Leadership. (April 2014). Workshop Organizer, Christus Spohn Memorial Spiritual Care Office. (April 2014). Workshop Organizer, Christus Spohn Memorial Spiritual Care Office. (March 2014). Instructor of Record, South Texas Colonia Water Drive and Awareness Campaign. (August 2013 - December 2013). Committee Member, Corpus Christi Independent School District Health Advisory Committee. (January 2009- December 2013). Board Member, Institute for Inter-Faith Dialogue. (2009 - 2013). Committee Member, Educational Policy Advisory Coalition for Abel Herrero. (February 2013 - August 2013). Community Outreach Organizer, Stolen Education Documentary Presentation. (June 2013). Member, State Representative Abel Herrero's Educative Policy Committee. (February 2013 -April 2013). Organizer,_Bless Me Ultima_film comes to Corpus Christi. (February 2013 - March 2013). Program Organizer, Coastal Bend Social Forum. (June 2012 - February 2013). Guest Speaker, Leadership Corpus Christi. (November 2012). Assisted Education Coordinator to draft proposal to submit to Valero Benefit for Children Charity, Nueces County Community Action Agency Birth-to-Five Headstart Program. (February 2012 - July 2012). Service Awards and Honors TEXAS A&M UNIVERSITY-CORPUS CHRISTI EXCELLENCE IN SERVICE AWARD, Faculty Senate. (2017). Report Generated on August 13, 2020 Page 8 of 8 CITY OF CORPUS CHRISTI Submit Date: Sep 10, 2021 Application for a City Board, Commission, Committee or Corporation Profile Mr Kenneth L Berry it Name Middle Initial Last Name Email Address 2802 N Shoreline Blvd Street Address Corpus Christi TX 78402 city State Postal Code What district do you live in? R District 1 Current resident of the city? r Yes r No If yes, how many years? 50 Home: (361)877-7766 Business: (361)887-9933 Primary Phone Altemate Phone The Berry Company President Em*yer Job Title Work Address-Street Address and Suite Number 2802 N Shoreline Blvd Work Address-City Corpus Christi Work Address-State Texas Work Address-Zip Code 78402 hAr Ilcnncth I Rcrni Work Phone 361-887-9933 Work E-mail address presidiooilandgas@gmail.com Preferred Mailing Address R Work Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX: Submitted Interests & Experiences Are you a registered voter? r• Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Yes,TIRZ#4 Education, Professional and/or Community Activity (Present) Bachelor of Science- Engineering 1978 Texas A&M University College Station, Texas If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Port Commissioner Why are you interested in serving on a City board, commission or committee? Previously served six years in the position of Port Commissioner Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r Yes r• No Kir Ilonno+h I Q•�rn• 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 W Male 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? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r• 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 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 r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer "NO"to all questions above, please enter N/A. Not applicable Board-specific questions (if applicable) 11Ar Il-"--+k I D-, Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,T?C (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? r• Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r 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. W I Agree tier Vionncth I Rcrni 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 1 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. 17 1 Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 1 Agree KAr Vnnnnth I 0nrni KENNETH L. BERRY TheBerryCo@aol.com Physical: Mailing: Cell Phone: (361) 877- 2802 North Shoreline P.O. Box 868 7766 Blvd. Corpus Christi, Corpus Christi, Texas Office Phone: (361) 887- Texas 78402 78403 9933 Office Fax: (361) 887-9922 PROFESSIONAL EXPERIENCE Berry Contracting, Inc., 1978 - 1997 Major international construction company comprised of 10 divisions, 13 independent corporations, 3400 employees, and $400 million in annual sales. Established and managed unsecured revolving credit lines and bonding capacities in excess of $500 million each. Including - petrochemical and refinery plant construction - maintenance and operations - nuclear plant construction and maintenance - offshore platform construction and maintenance - pipeline construction and maintenance - pressure vessel fabrication - trucking - bridge building, road building and quarry operations • Largest offshore contractor in the Gulf of Mexico • Construction and maintenance work for Valero, Citgo, Koch, Kerr-McGee, Exxon, Mobil, Shell and Diamond Shamrock, among others • Constructed refining modules for Conoco partners in Corpus Christi and transported and installed those modules north of the Arctic Circle in Usink, Russia • Constructed portions of the South Texas Nuclear Power Plant • Pipeline construction in Syria • Acquired and successfully brought to market a patented device for maintaining air pressure in tractor-trailer tires while driving down the highway • Advised Coastal Corporation and Oscar Wyatt in the acquisition of the Exxon Refinery in Aruba The Berry Company, 1997 - PRESENT • Successful workout/turnaround of the Pabtex petroleum coke facility in Port Arthur, Texas for Kansas City Southern Railroad • Acquisition and successful reorganization of Savant Energy Corporation, a Louisiana exploration and production company • Co-founded Texas Docks & Rail Company, and acquired Qualitech Steel plant site and dock on the Corpus Christi ship channel • Contracted with the government of Trinidad to dismantle and remove the Nucor steel plant • Recovered steam methane reformers and other equipment from the Nucor steel plant, and transported, installed and started up these units for customers in the United States • Numerous other acquisitions, ventures and pursuits SERVICE TO COMMUNITY • Chairman of the Board of Nueces County Memorial Hospital 1994 - 1997 Completed financial turnaround of this indigent care hospital, negotiated sale of the hospital to Spohn Healthcare Systems for $500 million • Port Commissioner of the Port of Corpus Christi 1999 - 2011 Port Resolution in December, 2010 recognized Berry for his years of service to the Port, his tireless work to securitize the Port following the attacks of September 11, 2011, and further acknowledged his service by naming a Port marine patrol boat in his honor • Chairman of Port Security, Intelligence and Force Protection 2001 - 2010 • Port Police Lifetime Appointment - Sworn Officer • Tuloso Midway School Board Member 1988 - 1994 • Corpus Christi Mayor's Redevelopment Committee 2009 - Present • Naval Station Ingleside Redevelopment Committee 2008 - 2010 BOARDS AND MEMBERSHIPS • Board of Directors International Bank of Commerce 1997 - 1999 • Oversight Committee - Corpus Christi Convention Center and Arena Master Plan 2001 - 2003 • Board of Directors Greater Corpus Christi Alliance • Member Nueces County Texas A&M Club • Member Navy League of the United States 1997 - Present • Admiral Corpus Christi Navy, Mayor's Award 1991 • Lifetime Member NRA • Lifetime Member Texas State Aquarium • Founder and Charter Member of Texans for Parks and Wildlife CURRENT CERTIFICATIONS • TWIC • Port Security • Marsec • CHL • Open Ocean EDUCATION Bachelor of Science - Engineering 1978 Texas A&M University College Station, Texas CITY OF CORPUS CHRISTI Submit Date: Nov 22, 2021 Application for a City Board, Commission, Committee or Corporation Profile Sylvia Campos First Name Last Name Email Address 4410 Fir Street Address Corpus Christi TX 78411_ City Slate Postal n .. What district do you live in? R District 2 Current resident of the city? r Yes r No If yes, how many years? 20 Mobile: (361)687-7259 Mobile:(361)687-7259 Primary Phone Alternate Phone WA Retired Medical Biller Employer Job Title Work Address-Street Address and Suite Number N/A Work E-mail address N/A Preferred Mailing Address R Home/Primary Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX: Submitted Cw'l'Liin P`mmnnc Interests & Experiences Are you a registered voter" r 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) High School Graduate. I have been an advocate for tree planting for 20 years or so.Our group has adopted Carroll Lane Park and have planted approximately 20 trees in this park. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Port Authority of Nueces County Why are you interested in serving on a City board, commission or committee? I would like to serve on the Park and Recreation Advisory Committee. I don't see the Tree Advisory Committee listed. It has not met since I was asked to resign in 2018,due to running for City Council. I would also be interested in serving on the Corpus Christi Regional Authority,so I can be an advocate for the rider. Upload 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? -------- -. Yes No Demographics Gender W 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? r Yes r• No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r• No Does your employer or your spouse's employer have a City contract? r Yes r• 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 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 r' No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer "NO"to all questions above, please enter N/A. N/A Board-specific questions(if applicable) Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector*of Nueces County? r Yes r No Cxikiin r omnnc Ouestior P-olies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Have you been a resident of Nueces County for at least 6 months? c' 'Yes 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. R 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 1 Agree Cvlvin !`Mmnnc 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. 1 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 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. R I Agree 4zwk/in romnnc Sylvia Campos 4410 Fir Street • Corpus Christi, Texas 78411 • gagqqqqq1111111111111111111361-687-7259 OBJECTIVE: I would like to continue to work for a company that value its employees and wants to make our world a better place. EXPERIENCE: For more than forty years, I have worked in the healthcare industry. I started out as a PBX Operator and worked myself up to work in the business office. I am familiar with HMO'S, PPO'S, and Commercial Plans with particular emphasis on the financial field dealing with Medicare, Medicaid, CHIPS Program. My last job was working as an Insurance Specialist at the Corpus Christi Heart Clinic. I handled insurance appeals, rejections, re-bills and answered patient accounting calls. I am familiar with all managed cares, obtaining authorizations, posting payments, verifying eligibility, handled appeals and sending all Medicaid claims electronically. I used the Nextgen system and recently migrated to EcW, have worked on Centricity System, Medisoft, Meditech, Patient Keeper, Medical Manager, ICD-10 and CPT coding, Microsoft Word, Excel, PowerPoint and Publisher. PROFESSIONAL HISTORY: January 2017 to October 2017 Insurance Specialist Corpus Christi Heart Clinic, LLC 1213 Third Street Corpus Christi, Texas 78404 361-883-3962 August 2009-March 2016 Medicaid Specialist Coastal Bend Women's Center 7121 South Padre Island Suite 200 Corpus Christi, Texas 78412 361-993-6000 June 2008-August 2009 Benefit Adviser HRT (Hospital Resource Technologies) 3533 South Alameda at Driscoll Hospital Corpus Christi, Texas 78411 361-658-4064 May 1997-June 2008 Owner/Operator of physician billing service MEDBILL September 2005-January 2007 Graffiti Wipe Out Coordinator Volunteer Center of Coastal Bend 400 Mann St., Suite 402 Corpus Christi, Texas 78411 361-887-8282 Fax 361-887-8286 August 2004-2005 AmeriCorps VISTA Volunteer Volunteer Center of Coastal Bend 400 Mann St., Suite 402 Corpus Christi, Texas 78411 361-887-8282 Fax 361-887-8286 January 1998-September 2002 Eligibility Specialist for Bay Area Hospital and Heart Hospital -American Health First 4925 Everhart Suite 101 Corpus Christi, Texas 78411 May 1997-January1998 Part Time-Billing/Receptionist Macy Kinzel, PhD 3434 South Alameda Corpus Christi, Texas 78411 361-855-2710 December 1995-April 1997 Billing and Collection Coordinator South Texas Psychiatric Associates 4234 Weber Rd. Corpus Christi, Texas 78411 361-854-2001 February 1988-December 1995 Patient Accounts Coordinator Charter Hospital of Corpus Christi 3126 Rodd Field Rd. Corpus Christi, Texas 78412 July 1985-February 1988 Collections Southside Community Hospital 4626 Weber Rd. Corpus Christi, Texas 78411 April 1984-July 1985 Owner, Sylvadora's Vintage Shop 1305 Morgan Corpus Christi, Texas 78411 September 1979-April 1985 Manager/Assistant Manager County Seat Stores 1106 Baybrook Mall Friendswood, Texas September 1975-May 1979 Admissions/PBX Operator Physicians & Surgeons Hospital 4626 Weber Rd. Corpus Christi, Texas 78411 CIVIC INVOLVEMENT: Board Member, City of Corpus Christi Parks and Recreation Board, 2008, Chair for 12,000 trees for 2012 Tree Campaign, former Secretary League of Women Voters. Former President of Corpus Christi Barrios Association. EDUCATION: Foy H. Moody High School, Corpus Christi, Texas, Graduate Class of 1975 Del Mar College, Corpus Christi, Texas, lifelong student. PERSONAL:Proud daughter, sister, wife, mother, grandmother, aunt, cousin, friend, neighbor and Native Corpus Christian. Recent member of Toastmasters International. References : Sabrina Alvord- Practice Manager @ Corpus Christi Heart Clinic. Her cell# is 614-778-4197. Her work # is 361-883-3962 x117 Noemi Rubio/Former employee of Corpus Christi Heart Clinic Her cell# is 361-737-3046 Suzanne Zinda- Insurance supervisor @ Coastal Bend Women's Center. Her cell is 361-726- 9493. Her work# is 361-993-6000 Terri Schultze- Insurance biller @ Coastal Bend Women's Center. Her cell is 361-877-3520 and her work# is 361-993-6000. Personal References: Joy Miller/Legal Assistant 361-533-0998 Darcy Shaw/Rural Business Advisor 361-215-6963 Sandy Bockelman/Retired Attorney 361-548-5616 CITY OF CORPUS CHRISTI Submit Date: Nov 23, 2021 Application for a City Board, Commission, Committee or Corporation Profile Mr_ Eduardo O Canales A First Name Middle Initial L'Nd-6 Email Address 7021 Bevington Drive Street Address Corpus Christi TX 78413 city State Postal Code What district do you live in? R District 5 Current resident of the city? r Yes r No If yes, how many years? 11 years Mobile:(361)944-3772 Home:(361)944-3772 Primary Phone Alternate Plane South Texas Human Rights Director Emooyer Job Title Work Address-Street Address and Suite Number 117 E. Miller Work Address-City Falfurrias Work Address-State Texas Work Address-Zip Code 78355 Kir Frh rnrrin rl r'!3n!3lcc Work Phone 361-944-3772 Work E-mail address ecsouthtexashumanrights@gmail.com Preferred Mailing Address R Work Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX:Submitted Interests & Experiences Are you a registered voter? c Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: None Education, Professional and/or Community Activity(Present) Attended Del Mar College and University if Houston, presently the Director of the South Texas Human Rights Center and a core member For the Greater Good (FtGG) If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Port of Corpus Christi Commissioner Why are you interested in serving on a City board, commission or committee? 1 want to represent the City of Corpus Christi residents and represent an environmental perspective and not degrade our natural resources. Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? Yes r No Kir fill inrr1n n r-nnnioc 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 Gerwo r W Male 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 Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r 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 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 r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer "NO"to all questions above, please enter N/A. Corpus Christi Board-specific questions (if applicable) Ur C:t+inrrin n P`mnninc Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? r. Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r. 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. R I Agree KAr Orli i!artAn n ( !an!aInc 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. PF 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. PF I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. PF I Agree Kir Grh inrrin n f-nnnlo�- Eduardo Canales 7021 Bevington Drive Corpus Christi,Texas 78413 361-946-5252 ecsouthtexashuman rig htsOgmai Lcom Resume > Director/Organizer.South Texas Human Rights Center, Falfurrias,Texas,2013- present-The organizing work began in late 2012 with initial contacts calls into my roots of South Texas. I began to organize support for the issue that migrants were dying and how could prevent that from occurring.As part of a network of human rights defenders we learned that migrants where dying in the vast private ranches of Brooks County with no access to rescue and no DNA taken of the unidentified. I founded the South Texas Human Rights Center and I am directing and organizing all the resources for the all of the programs: The Water Stations Initiative, Missing Migrants Response Network, Search and Rescue and Recovery(SARR), Migrant Deaths and Missing Migrants Data Forensic work into NamUs. We are initiating our membership campaign and training human rights promoters. The Cemetery Mapping Project in 18 counties will attempt to count all the unidentified graves since 1980. I handle all press and media relations and I am constantly raising funds from private donors and small grants from foundations. > Canales Community Consultant, Corpus Christi,Texas,2010-2012-1 acquired two consultant contracts to assist two Local Unions in Corpus Christi. The first was the local bus drivers association which is a organized their transition from an association to a nationally affiliated International Union. Developed the new Local Union by preparing their new by-laws , training and developing new leaders, recruiting members, and advising leadership in labor-management meeting, The other union was the local affiliate of the American Federation of Teachers. Campaign organizer of the their member organizer and Consultation Committee elections. Conducted house calls and school visits to provide orientation of upcoming elections and assisted in the getting the vote of all classified employees of the Corpus Christi Independent School District. Texas Special Projects Representative, San Antonio,Texas, 2008-2010- Organizer with all campaigns in the State of Texas. In the Tenant Improvement/Area Standards Campaign in Downtown Dallas organized Area Standard pickets, banners, and demonstrations. Conducted initial market area profile of Downtown Austin. In the Beaumont/Port Arthur refinery area organized and maintained a scaffold workers organizing committee. In San Antonio, successfully organized two NLRB election certification campaigns. Organized and maintained tradeshow workers organizing committees San Antonio and Austin. Recruited ,organized , and signed up tradeshow workers as members of Local 14. Provided and coordinated training for trade show workers. Lead Organizer, Pacific Northwest Regional Council of Carpenters, Spokane, Washington, 2006-2008-Organized action plan for Tenant Improvement Area Standards Campaign in Spokane that succeeded in gaining an area standards agreement with the largest property management company in the Inland Northwest. Market share in Tenant Improvement increased from 9% to over 25%. Lead Organizer/Director of Organizing, Mountain West Regional Council, Denver, Colorado, 2001-2006,As lead organizer, developed the campaign strategy and timeline to recapture market share in Tenant Improvement in Downtown Denver office space. Organized and developed market area profiles, facilitated targeting and organized campaign allies of union, business, and community leaders. Implemented and coordinated the campaign which increased union market share from less than 1% to over 20%. Maintained field activities as role model for staff by leading pickets and demonstrations,job site visits, house calls of drywall workers. Conducted top down visits of developers, building owners/managers and contractors with Area Standards presentation. Organized a three council area standards campaign which increased membership of over 1,000 drywall workers. Supervised ten organizers in Colorado and New Mexico. Part of executive management team directing organizing efforts and monitoring the financial budget. Active participant and partner of community benefits coalitions. Texas Lead Field Representative and Organizer, Southern Council of Industrial Workers, San Antonio, Texas 1999-2001. Organized six different bargaining units in six Texas cities for contract renewals. Each unit increased membership. Trained rank and file bargaining committees. Reviewed contract and developed bargaining proposals.Acted as Chief spokesperson. All contracts resulted in major improvements in working conditions and increases in wages and benefits of 4% to 7%. Field Organizer/Representative, Services Employees International Union, Denver, Colorado, 1987-1999. Served as staff organizer and representative for the SEIU.An organizer of "Justice for Janitors" campaign in Downtown Denver, becoming the organizing model for SEIU in the United States for the building service sector.. Increased janitors union market share by 25% in Downtown Denver to more than 90%. Staff organizer for new unit organizing campaigns and chief spokesperson at the bargaining table with rank & file committees. Identified and recruited new rank and file leadership (executive board, bylaws committee members and janitor stewards). Organized and established card check recognition agreements for SEIU Local 105 to acquire the entire union market share of janitors in the Denver Metro area increasing industry standards of representation, wages and benefits to date. Texas Lead Field Representative and Organizer, Southern Council of Industrial Workers, San Antonio, Texas 1999-2001. Organized six different bargaining units in six Texas cities for contract renewals. Each unit increased membership. Trained rank and file bargaining committees. Reviewed contract and developed bargaining proposals.Acted as Chief spokesperson. All contracts resulted in major improvements in working conditions and increases in wages and benefits of 4% to 7%. Field Organizer, Texas Farm Workers Union (TFWU), Texas, 1982-1985. Organized farm workers and built strike support teams, and conducted grassroots fundraising. Organized political and community support for farm worker collective bargaining rights in Texas Legislature. Center Director, Centro Aztlan, Houston Community Services, Houston Texas 1975-1985.A community center project. Formed a coalition to protest police brutality in Houston, Texas. Worked with labor unions to organize support (Steelworkers, UFCW, UFW, SEIU) and immigrant rights. Organized tutoring sessions for neighborhood elementary students coordinating with University of Houston student teachers. Organized summer youth job project and lunch program. Developed immigration visa services (D.C.- Certification of the Board of Immigration Appeals) as cornerstone project. Community support organizer and witness for landmark case of Plyler vs Doe. One of the original organizers of Festival Chicano ( 32nd Annual Festival -October 2011) Project Organizer, Service Employees International Union (SEIU), Houston,Texas 1973-1975. Contacted more than 3,000 custodians and cafeteria workers of the Houston Independent School District—built a worker organizing committee, and certification petition with NLRB. Campaign Manager, Joe A. Villarreal, City Council Candidate. Houston,Texas 1971-1973. Campaign management and coordination, including fundraising and precinct and event coordination. Campaign resulted in 2nd largest Latino vote getter in the citywide election of 1973. Education High School Diploma-W.B. Ray High School Attended Del Mar College Attended the University of Houston-Major Political Science and Chicano Studies Community Service Chairperson—Board of Directors of the National Network for Immigrant and Refugee Rights, Oakland, California. Active in electoral politics for candidates that support labor and unions A grass- roots organizer for La Raza Unida Party in Texas and the Southwest. Community Fellow of the Minority Organizing Program-Center for Third World Organizing- 1986 Bannerman Fellowship in 2000 Civil Rights Award Honoree, Cinco de Mayo-NEWSED, Denver ,Colorado Tyrants Foe of the 2014, The Ronnie Dugger People's Friend Award, Texas Observer Magazine CITY OF CORPUS CHRISTI Submit Date: Nov 23, 2021 Application for a City Board, Commission, Committee or Corporation Profile Carl E Crull First Name Middle Initial Last Name Email Addie, 8025 Villefranche Dr. Street Address CORPUS CHRISTI TX 78414 city State Postal Code What district do you live in? R District 5 Current resident of the city? r Yes c` No If yes, how many years? 42 Mobile:(361)816-5773 Home: (361)993-4888 Primary Phone Alternate Phone Crull Engineering, LLC Owner Em*yer Job Title Work Address- Street Address and Suite Number 8025 Villefranche Dr. Work Address-City CORPUS CHRISTI Work Address- State TX Work Address-Zip Code 78414 Work Phone 3618165773 Work E-mail address Preterreo Massing Address R Home/Primary Address Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION:Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Planning Commission (Term limited as of 7/31/2020) Education, Professional and/or Community Activity (Present) B.S. Civil Engineering, University of Missouri 1971 MBA Corpus Christi State University(now TAMUCC) 1982 Regional Water Planning Group,TAMUCC Engineering Advisory Council, Rotary Club If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Port Authority Why are you interested in serving on a City board, commission or committee? To continue to serve the community and to continue in contribute to its continued growth and prosperity. Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r Yes r No r'nrl P r n ill 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 No Demographics Ethnicity R Caucasian/Non-Hispanic Gender R Male 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 a No Do y , yuur spouse, your business or your spouse's business have a City contract? r Yes -- No Does your employer or your spouse's employer have a City contract? r Yes r 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 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 r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer"NO"to all questions above, please enter N/A. n/a rorl G rri ill Board-specific questions (if applicable) Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,T\ (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? r Yes r No Quea" i applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY. (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r Yes r No Question applies to CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATIONCORPUS CHRISTI B CORPORATION,PLANNING COMMISSION Are you a registered voter? r Yes r No Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE The Capital Improvement Advisory Committee must include representatives from certain industries. Do you qualify for any of the following industries? A None of the above\, Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE One member shall be a representative of the City's extraterritorial jurisdiction if impact fees are proposed. Do you qualify? Yes , No Verification (`nrl G f`ri SII 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. R 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. R 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. 17 1 Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. R I Agree 1-nd P ('n ill Mr. Crull's experience includes Municipal and Consultant Engineering, Engineering Management,and City Management. In Kansas City, MO, he worked for the City of Kansas City Engineering Division—Storm and Sanitary Sewer, Subdivision Review, Construction Management, and Streets&Structures divisions; and served in the 110th Combat Engineers Battalion,Missouri National Guard. Seeking a faster career path and warmer weather, in 1979 he relocated to Corpus Christi, EDUCATION Master of Business Admin. where he first was employed by the City of Corpus Christi as Chief Design Engineer. Business Promoted to City Engineer(1987), he moved up to Assistant City Manager—Public Administration,Mgmt Texas Works&Utilities(1994), managing 11 City departments with 1100 employees. A & M University- Significant projects during his tenure include permitting, construction and opening of a Corpus Christi 1982 2200-acre regional sanitary landfill; permitting, design and construction of the 104-mile, 64-inch diameter raw water Mary Rhodes Pipeline,from Lake Texana to Corpus Christi, Bacnelor of Science Civil augmenting regional water supply. (Water delivery began 24 months after project Engineering. University of authorization,fast-tracked by severe drought nearly depleting storage in two existing MO Columbia 1971 reservoirs.)He also helped acquire additional water rights from the Lower Colorado River, and construction of Mary Rhodes Pipeline Phase II. REGISTRATIONS Professional Engineer In 1999, Mr. Crull joined HDR Engineering as Vice President and Manager of the small Missouri United States. No Corpus Christi office, successfully diversifying HDR's local services and increasing area E-16751 Issued. 01,01 1976 client base. In 2005, he originated acquisition of Shiner Moseley Associates, a large local firm with port and marine structures, and coastal engineering specialties,significantly Professional Engineer Texas United States. No increasing HDR's capabilities in the South Texas region and coastal United States. 46706 Issued 01 16,1980. During this period of company-wide acquisitions, HDR, Inc. became a larger national,then global engineering and architecture company. He retired as Marketing Director in 2016. In 2016, Mr. Crull formed Crull Engineering, LLC to continue providing quality consulting PROFESSIONAL engineering and program management services to the community and area. MEMBERSHIPS American Sociebv of Civil Mr. Crull has a wealth of experience in municipal water(supply,treatment and distribution) Engineers (ASCE) Member systems, wastewater(collection and treatment)systems, storm drainage systems, streets, National Sociery of airport, public buildings, and marina facilities. He also has experience in the Professional Engineers administration of city land use ordinances(platting and zoning). He enjoys excellent NSPE Texas Society working relations with numerous organizations including regional cities, Nueces and San Member Patricio Counties,Texas Department of Transportation, Texas Commission on Environmental Quality, Port Corpus Christi, FAA, EPA,Texas Water Development Board, HONORS Nueces River Authority, a broad base of community leaders and consulting firms. Nueces Chapter TSPE Engineer of the Year 1998 He currently serves on the City of Corpus Christi Planning Commission (City Council Univ of MO D stingwsned appointment);TWDB Region N Water Supply Planning Group; Texas A&M University- Civil E^gineering Alumni Corpus Christi Engineering Advisory Council; member of TAMU-CC and Texas State 2010 Aquarium President's Councils; Downtown Rotary. Previously served on United Way of Coastal Bend Board(12 years,4 as Treasurer), University of MO Engineering Alumni Board (6 years)and Texas Council of Engineering Companies Board (4 Years) Contact Information Carl E.Crull,P.E. 361-816-5773 (mobile) 8025 Villefranche Drive 361-993-4888 Corpus Christi, TX 78414 1 CITY OF CORPUS CHRISTI Submit Date: Nov 23, 2021 Application for a City Board, Commission, Committee or Corporation Profile Diane Gonzalez-Cibrian Email Address 3535 Santa Fe, Unit 41 Street Address Corpus Christi TX 78411 City State Postal Code What district do you live in? " R District 1 Current resident of the city? r• Yes r No If yes, how many years? 27 Mobile: (210)355-4593 Mobile:(210)355-2563 Primary Phone Attemate Phone Self Small Business Owner Employer Job Title Work Address-Street Address and Suite Number N/A Preferred Mailing Address R Home/Primary Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Mayor Paulette Guajardo's Disaster Relief Fund Education, Professional and/or Community Activity(Present) Mary Carroll High School,graduate Del Mar College University of the Incarnate Word, Bachelor of Arts, graduate Coastal Bend Food Bank Board Member Mayor Paulette Guajardo Disaster Relief Fund, Chair If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Port of Corpus Christi Authority of Nueces County Why are you interested in serving on a City board, commission or committee? To bring to bear my background and experience to represent the city and assist in developing our economy. 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? 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? r Yes r' No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes t. 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 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 r• No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer"NO"to all questions above, please enter N/A. N/A Board-specific questions(if applicable) Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? t: Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r• Yes r No fli�nn l�nn��ln�_a^il-ri�n 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. R 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. R 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 1 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. R I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Mona (_nn�aln�_C'iF�ri�n CITY OF CORPUS CHRISTI Submit Date: Nov 23,2021 Application for a City Board, Commission, Committee or Corporation Profile Mr, Gabe Guerra game Email Address 6009 South Oso Parkway Street Address Corpus Christi TX 78414 city State Postal Code What district do you live in?" 17 District 5 Current resident of the city? r Yes r No If yes, how many years? 14 years Mobile: (361)537-6449 Business:(361)850-6819 Primary Phone Alternate Phone Kleberg Bank N.A. President&CEO Employer Job Title Work Address-Street Address and Suite Number 5350 South Staples St. Ste. 100 Work Address-City Corpus Christi Work Address-State TX Work Address-Zip Code 78411 KAr f'-7kn Gr rnrr-n Work Phone 361-850-6819 Work E-mail address Gabe.Guerra@KlebergBank.com Preferred Mailing Address W Work Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX:Submitted Interests & Experiences Are you a registered voter? r• 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) Gabe Guerra received a BBA in Finance from the University of Texas at Austin. He is a graduate of The Southwest Graduate School of Banking at Southern Methodist University(SMU) Dallas.A Corpus Christi native, Gabe currently serves as President&CEO for Kleberg Bank,where he began work in 2007. Previously, Gabe was at Wells Fargo Bank for eight years. While at Wells Fargo, Gabe served as Regional Vice President(RVP) of Indirect Lending for the 12 State Midwestern Region of the U.S., overseeing all aspects of sales, operations and underwriting. Mr. Guerra spent the first five years of his career with Ford Motor Credit Company in Austin and Dallas,Texas. He was one of 12 individuals chosen by Executive Management to complete Ford's prestigious Accelerated Management Training (ATP) Program, having managed various areas of operations, lending, underwriting, audit, marketing, and dealer services. Mr. Guerra has been involved in various civic activities supporting jobs, education and quality of life issues in the Corpus Christi community, and throughout the state and region. Gabe served as Past Chairman of the Corpus Christi Regional Economic Development Corporation; Past Chairman of the Corpus Christi Chamber of Commerce; Past Board Member and Vice Chairman of the Corpus Christi Business and Job Development(Type A/B) Boards; Past Executive Board Member of the United Corpus Christi Chamber of Commerce;Chairman of the Del Mar Foundation Board of Trustees;Appointee to the Community Depository Institutions Council- Federal Reserve Bank Dallas, Appointee to the Regional Bank Council Federal Reserve Bank of Dallas(San Antonio Branch), Chairman of the United Way of the Coastal Bend, Board Director of the Christus Spohn Health System, Federal Delegate Board Director of the Independent Community Bankers Association of America(ICBA), Board Director of the Independent Bankers Association of Texas (IBAT), Board Director of the Lexington on the Bay Museum; Past Board Member of the American Heart Association Gabe is a graduate of Leadership Corpus Christi Class 37. He is an Eagle Scout and Chairman of the Board of the South Texas Council of the Boy Scouts of America. KAr rohn riunrrm Why are you interested in serving on a City board, commission or committee? The Port of Corpus Christi is the primary economic engine fueling the growth of our region.As Past Chairman of the Corpus Christi Regional Economic Development Corporation, it was under my tenure that we were able to attract the Gulf Coast Growth Ventures Project(Exxon Mobil/SABIC). I have had first-hand experience working alongside Exxon Executive Rob Tully and SABIC Executive Jim Ellis, developing community support for the new multi-billion dollar GCGV Project that attracted 600 high paying jobs and thousands of indirect jobs for our region.With new pipeline expansion, abundant natural gas resources, an ample supply of water,available land for expansion/development, and the new expanded dredging of our deep water Port, our region remains poised for growth and prosperity. I support a fair,transparent, and equitable management of our greatest regional economic asset. Given the opportunity to serve as a Port Commissioner, I pledge to be a great steward of this asset. I care about our community and I have the best interest of our citizens in mind as we work to promote and enhance our Port of Corpus Christi. I am interested in the newly established Capital Improvement Advisory Committee. I believe my financial knowledge and my involvement throughout the community will allow me to serve the best interest of the Citizens of Corpus Christi as we work to address the master planning process and the benefits of impact fees, while providing valuable input and feedback.Thank you for your consideration of my appointment to the Port of Corpus Christi and The Capital Improvement Advisory Committee. Gabe Guerra Are you an ex-Officio member of a City Board, commission or committee? f 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? r Yes r No Demographics Gender A Male Code of Ethics- Rules of ConducVConflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? f Yes r No Do you,your spouse,your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? Yes : No KAr (_!nKn (_i inrrm 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 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? r Yes c No If you answer"Yes"to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO"to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Question aoolies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? r Yes (- No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r Yes (- No KAr r ho (_i icrr!3 Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE The Capital Improvement Advisory Committee must include representatives from certain industries. Do you qualify for any of the following industries? R Real Estate\, Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE One member shall be a representative of the City's extraterritorial jurisdiction if impact fees are proposed. Do you qualify? r• 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. R 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. R 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. R I Agree i1Ar 1_7hn (_i enrrn Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. R I Agree AAr /`=oh® Ga iarrn CITY OF CORPUS CHRISTI Submit Date:Aug 26, 2021 Application for a City Board, Commission, Committee or Corporation Profile Ms. Kimberly J Lane A Name Middle Initial Last Name Email Address 2543 County Road 2028 Street Address Aransas Pass TX 78336 I. State Postal Code What district do you live in? R Other/Non-Resident Current resident of the city? r Yes t. No Home: (361)226-1445 Mobile:(210) 788-1690 Primary Phone Alternate Phone SAIC-govt Contractor to the Army Depot in CC Technical Writer Employer Job Title Work Address- Street Address and Suite Number NAS-CCAD Work Address-City Corpus Christi Work Address-State Texas Work E-mail address Kimberly.j.lane2.ctr@maii.mil Preferred Mailing Address R Home/Primary Address KAc Ilimhcrhi 1 I one Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX:Submitted Interests & Experiences Are you a registered voter? r• 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) B.S. Environemental Studies Why are you interested in serving on a City board, commission or committee? I have a long history of volunteering in the communities where I reside and enjoy participating in decisions that shape and create policies. Upload 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? r Yes r No Demographics 44' ryr«do"pe W 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 a No RAc Wimharki 1 I nnc Do you, your spouse,your business or your spouse's business have a City contract? r Yes r: No Does your employer or your spouse's employer have a City contract? r Yes r 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 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 r: No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer"NO"to all questions above, please enter N/A. n/a Board-specific questions(if applicable) Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? r Yes r: No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r Yes rs No KAc 1limhorly 7 I nno 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 1 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 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 hAc WimhnOw 7 1 ono Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. Fl 1 Agree RAc Virnknrly 7 I nno Kimberly Lane, PMP '"MM 2543 County Road 2028 Aransas Pass, TX 78336 PMP =PEXe Phone: (210) 788-1690 AWARDS FOR E-mail: KimberJLane@gmail.com PtMWAnOMO(DBIF"_ 11 Summary Senior Environmental Scientist with 20+years of Natural Resources Protection and Regulatory Compliance experience: former Federal Law Enforcement Ranger;previous owner of successful environmental consulting firm; recent government contractor for Air Force Civil Engineer Center(AFCEC),San Antonio,TX. Award- winning technical writer and respected Clean Water Act,subject matter expert. ,., Professional Experience Tetra Tech,Inc. San Antonio,TX April 2019 to April 2020 Sr.Environmental Scientist ♦ Provided technical,analytical and field assistance to internal teams focused on Clean Air Act(CAA)and " "" Clean Water Act(CWA)permitting,compliance and reporting requirements at various Air Force installations in the U.S. AGEISS,Inc., San Antonio,TX March 2012 to April 2019 Environmental Scientist ♦ Led project teams to create dozens of integrated management plans(listed below)for multiple water quality related planning,permitting and compliance documents under several contract vehicles and subcontracts for AFCEC/CZ. 0 Multi Sector Storm Sewer System(MS4)NPDES Stormwater Management Plans(SWMPs) that included site visits:Kirtland AFB,JB Charleston AB,Mah:nstrom AFB and an integrated SWMP for Cheyenne Mountain AFS 0 Industrial NPDES Stormwater Pollution Prevention Plans(SWPPPs)that included site visits: Ellsworth AFB,Grand Forks AFB and Offutt AFB 0 Wastewater Treatment Plant(WWTP)Operations Plan at Mountain Home AFB 0 WWTP New permit application and Operations Plan at Hurlburt Field AFB 0 Spill Prevention Control and Countermeasure(SPCC)Facility Response Plan(FRP)at: Minot AFB,McConnell AFB,and Grand Forks AFB 0 Underground Storage Tank(UST)regulatory compliance report at JB Charleston AB ♦ Authored a compliance-comparison document for AFCEC-CZTQ;analyzing ALL state and federally issued NPDES General Permits. The resulting guidance document was used by Senior AF staff to stream- line compliance efforts at all AF installations that operated under more than one NPDES permit. The document was then submitted to the National writing competition,APEX-2017,and received honors in the"Green Writing"category. ♦ Led technical team to develop Water Availability and Sustainability tool(WAS Scorecard)for AFCEC- CZTQ. The WAS Scorecard currently collects data bi-annually from all AF installations,worldwide. ♦ Provided technical and analytical recommendations for the development of an Encroachment Scorecard for the Army that tracks encroachment impacts(i.e.noise restrictions,endangered species habitat protection)on an installations ability to achieve mission readiness. Received DoDs Nunn Perry Award. ♦ Developed or co-authored Environmental Assessments(EAs)for proposed natural resources Action Plans under GEITA contract at the following AF installations: 0 Fire Management EAs at:Cheyenne Mountain AFS,FE Warren AFB, 0 Invasive Species Management EA at:Cheyenne Mountain AFS,US Air Force Academy ♦ Assisted in the development and publication of the following Air Force Instructions(AFIs): 0 AFI 32-7041 Water Quality Compliance-update 0 AFI 32-xxxx Wildland Fire Management-initial 0 AFI Point Paper-an effort to analyze and consolidate environmental AFIs ♦ Contributed to the Enhanced Use Lease(EUL)team,under contract for AFCEC/Strategic Asset Utilization division(CIU),writing the"environmental impact'section of Opportunity Assessments for various lease prospects such as:proposed solar farm at Canon AFB,real estate developments at Keesler AFB and an extended reach drilling operation at Vandenberg AFB and others. Kimberly Lane Professional Experience,Continued Booz Allen Hamilton, San Antonio,TX January 2011 to March 2012 Senior Consultant ♦ Developed dozens of Cost to Complete(CTC)estimates for groundwater remediation projects related to accidental fuel releases at Air Force installations across the U.S. ♦ Provided Land Use Control(LUC)inventory evaluation support as part of a dedicated team,tasked by AFCEC/C1B,to provide comprehensive reporting aligned with the Base Realignment and Closure (BRAC)mission Laness Environmental Advanced Design,LLC,Vancouver,WA April 2005 to December 2010 Owner/Environmental Consultant ♦ Provided Clean Water Act and Clean Air Act permitting and compliance support for private industry and land developers. ♦ Employed and supervised six(6)individuals,at two location(one location being an Air Sampling and Analysis laboratory at a former aluminum smelting facility) Creagan Excavation,Inc.,Woodland,WA February 2004 to April 2005 Land Use Planner ♦ Supported the development of residential building sites on steep,mountainous terrain with limited water resources. 0 Completed and filed applications with the county for plat map short/long lot division and boundary line adjustments 0 Obtained NPDES permits for construction/grading earthwork U.S.Department of Interior,Bureau of Land Management(BLM) July 1990 to March 1997 Federal Law Enforcement Ranger ♦ Performed off-road patrols Enforced Federal regulations as they pertained to the protection of Natural Resources,Archeological sites,Threatened and Endangered species and their habitats ♦ Monitored and documented permit compliance issued for mineral mines,cattle grazing easements and wild horse and burro adoption program ♦ Conducted search and rescue efforts;initiated First Aid/CPR as a licensed EMT-B;Assisted with Wildland Firefighting activities;Promoted Leave-No-Trace camping philosophies Educa 'on 2004 Bachelors of Science,Natural Resources,Oregon State University Awards Received 2017-DoD Nunn Perry Award for team effort in developing Environmental Encroachment tool 2017-Winner of the Award for Publication Excellence(APEX)-Green Writing category 2013 -AGEISS' Employee Incentive Compensation Award 1994-Commendable Performance of Duty from Chief, Law Enforcement and Resource Protection Licenses and Certificates Project Management Professional-2024 Biomedical Research-Basic-Aug 2021 Wetland Delineation Training Certificate WA State Real Estate-Broker Wildland Fire Card, EMT-B (20 yr. volunteer) CITY OF CORPUS CHRISTI Submit Date:Jan 11,2021 Application for a City Board, Commission, Committee or Corporation Profile Eli � ' Y First Name Last Name Email Address 1008 Marguerite St. Street Address Corpus Christi TX 78401 city What district do you live in? R District 1 Current resident of the city? r Yes r No If yes, how many years? 9 Home: (361)425-3449 Mobile:(970)433-9329 Primary Phone Alternate Phone Oakley Store Manager Employer Job Title Work Address-Street Address and Suite Number 5488 SPID#1406 Work Address-City Corpus Christi Work Address-State TX Work Address-Zip Code 78411 Work Phone 3619801154 Work E-mail address ostorel 85manager@oakley.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX:Submitted Interests & Experiences Are you a registered voter? r 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) High school diploma with some college from Colorado Mesa University. I have 16 years of management experience from corporate retail stores to local organizations as well. I am active in several local political groups, as well as environmental ones as well. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) 1. Marina Advisory Committee 2.Animal Care Advisory Committee 3.Crime Control & Prevention District Why are you interested in serving on a City board, commission or committee? I am ready to give more to my city than tax dollars, and my opinions on social media. I see the beauty and potential that our city has, and want to do all that I can to be a part of that progress. I am a homeowner in District 1 and am ready to join the process of what makes our city an amazing place to live. Please consider me for a position. _...._ Upload 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? r Yes r No Demographics Gender R 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? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes c No Does your employer or your spouse's employer have a City contract? r Yes r• 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 c 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 r- No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer"NO"to all questions above, please enter N/A. n/a Board-specific questions(if applicable) Question applies to ANIMAL CARE ADVISORY COMMITTEE The Animal Care Advisory Committee preferred representatives from certain categories. Do you qualify for any of the following categories? Pr None of the above Question applies to MARINA ADVISORY COMMITTEE The Marina Advisory Committee preferred representatives from certain categories. Do you qualify for any of the following categories? Pr Environmentalist Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? r Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r Yes r No Question applies to CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT The Corpus Christi Downtown Management District must include representatives from certain categories. Do you qualify for any of the following categories? Pr Property Owner PF Resident Verification Cl; KA-V— 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 1 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. R 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 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. PF I Agree Eli McKay 1008 Marguerite St. Corpus Christi Texas 78401 - -970.433.9329 Experienced manager and organizer seeking employment in a positive &fast-paced environment, where I can share and grow my organizing skills and passion for justice with others. Store Manager-Oakley-September 29,2019-Present • Manage all operations of the location. Network, hire &train all staff for scheduling needs throughout the year. Ensure all marketing is current and displayed according to company standards. Conduct inventory, record daily bank deposits,and process weekly payroll for all employees. Ensure sales goals are met and that excellent customer service is provided.Take customer service issues both on the phone and in-person and resolve them. Insurance Account Representative-Joely DelVecchio State Farm-January 7,2019-August 2019 • Conducted business for State Farm Bank as a Licensed General Lines Agent for life,accident, health, HMO, property,and casualty insurance. Daily office tasks such as answering incoming phone calls, processing payments,writing new policies,and making changes requested by the insured. Ensured all clients and future clients are assisted with the utmost care and respect for their needs—experience with NECHO,ABS, & ECRM operating systems. Field Manager-Beto O'Rourke Campaign June 19,2018-November 15th,2018 • Lead a team that organized hundreds of volunteers across Nueces County to talk to more voters than any campaign in Texas history. I managed 4 Field Organizers who in turn managed hundreds of volunteers to block walk/canvass, phone bank, run voter contact training. We were able to open six temporary brick and mortar campaign offices throughout Corpus Christi and have them fully staffed with volunteer leaders providing three shifts of phone banking and block walking every day. Managed social media marketing, event planning,and management for all local events. Responsible for running daily check-in calls,onboarding, and training new staff, conducting goal reviews,and giving feedback. Store Manager Chubby's Mattress October 1,2014-September 11,2017 • Hiring and training of all new sales associates. Oversee cash handling, bank deposits,and payroll tracking. Communicated effectively with warehouse staff, account reps, upper management, and customers and managed social media marketing on Facebook & Instagram. Ensured that the highest customer service level was upheld during telephone or verbal interactions and handled any customer service issues that may have arisen. Filed paperwork according to state law and company policy. Store Manager Sunglass Hut-April 2,2004-October 1,2014 • Managed operations of store location based on corporate standards. Networked, hired & trained all staff for scheduling needs throughout the year. Ensured all marketing was current and displayed according to company standards. Conducted inventory, recorded daily bank deposits, and processed weekly payroll for all employees—achieved sales goals for personal and store that were met through consistent customer service.Answered customer service issues both on the phone and in-person and resolved them. Education • Estelline High School May 2002 • Colorado Mesa University Psychology May 2010 Other Qualifications • 2020 City Council Campaign o I ran for the District 1 city council seat here in Corpus Christi last fall. During the campaign, I organized a slate of five candidates and put together The People's Platform. This is a collective mission to put people over profit in our city, and for the citizen's best interest to come first. Our Coastal Bend Labor Council endorsed me in this race and our local Coastal Bend Sierra Club Chapter. • Digital Skills o Experienced building websites with Wix, and Nationbuilder o Experienced with VAN,Slack, Discord, and Spoke o Experienced with Excel and Google drive platforms o Experienced in making lists and cutting turf for organizing efforts. o Experienced with Zoom and Teams References • Victoria Munt Rogers -victoria@gulfscapes.com;361-548-6804 • Alison Ford - alison.ford.politics@gmail.com; 615-738-0719 • Julie Rogers- rogersjuliet@gmail.com;361-461-1967 CITY OF CORPUS CHRISTI Submit Date: Nov 10, 2021 Application for a City Board, Commission, Committee or Corporation Profile John ,ht wamc mai#Addrw 220 Purl Place Street Address Corpus Christi TX 78412 City State Postal Code What district do you live in? R District 4 Current resident of the city? a Yes r No If yes, how many years? 6 Home:(407)341-1083 Home:(361) 816-6308 Primary Phone Alternate Phone Seif CEO Employer Job Title m Work Address-Street Address and Suite Number 13930 Man O War Work Address-City Corpus Christi Work Address-State Texas Work Address-Zip Code 78418 lnhn KAr irrn%r Work Phone 407-341-1083 Work E-mail address Studio 102b(@gmail.com Preferred Mailing Address R Home/Primary Address Which Boards would you like to apply for.) PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX:Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: yes If you applied for multiple boards,which boards are you most interested in serving on, in order of preference? (Limit to top three) 1) Marina Advisory Committee 2) Island Strategic Action Committee Why are you interested in serving on a City board, commission or committee? My 30 years working in the Marine Industry around the world may lend some insight to future development in these areas Upload 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? r Yes r No lnhn KAi irrw Demographics Gender Q Male 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? r Yes c: No Do you, your spouse,your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r 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? r Yes c: 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 r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer"NO" to all questions above, please enter NIA. N/A Board-specific questions (if applicable) lnhn KAi irrn%i Question applies to ISLAND STRATEGIC ACTION COMMITTEE ISAC preferred representatives from certain categories. Do you qualify for any of the following categories? 17 Residential Property Owner(Who owns property and resides on Mustang or Padre Island) Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNT: (For Port of CC) Are you a resident of the Port Authority district and an elector*of Nueces County? r Yes r No Question applies to F-)RT OF CORPUS CHRISTI AUTHORITY OF NUECES COUN-', (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r 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 1 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 1 Agree lnhn Ddi errmw 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. R 1 Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 1 Agree lnhn AAi rrw John Murray 13930 Man O War Court Corpus Christi, TX 78418 (407) 341-1083 Linkedin.com/in/john-murray-a0491a180 Professional Summary A dynamic, creative, results-oriented professional with over 37 years of expertise in sales, marketing, manufacturing and contract negotiations for the oilfield and marine industries. Proven success in developing and executing profitable markets. Exceptional reputation for exceeding goals and expectations. Key Areas of Expertise Executive management 0 Competitive market positioning Leadership and team building ' Realistic visionary Cost controls and profitability 0 Production oversight Discovering untapped market * Strategic negotiations and alliances potential * Developing and maintaining client Product knowledge and relationships applications Achievements • Developed and implemented the pleasure craft segment of the marine market for Stewart & Stevenson. This group became highly profitable delivering power solutions to clients around the world and exceeded revenue forecast every year. Negotiated long term contracts with most marine manufactures to achieve an 80% market penetration in the yacht market. • Structured and implemented programs for Stewart & Stevenson to assist customers during the largest financial downturn in the oil and gas market. These programs once implemented aided in the company's regrowth while protecting company assets and saving jobs. • Led team to negotiate long term price concessions on major components. Implemented a cost control program to allow set pricing across the company for reman engines and transmissions for strategic clients. Increased this market by 35% first year doubling gross profit for that segment. Professional Experience Stewart & Stevenson 2013 - present Corpus Christi, TX • Built a strong presence with major accounts in the Oil & Gas, Generator, and Fork Lift Rental divisions of the business • Pursued and obtained strategic accounts throughout the Oil & Gas industry and was responsible for manufacturing products from start to finish by using the existing infrastructure • Organized the sales team throughout the state of Texas • Initiated a refurb program for frac and cement trucks, blenders and power units using the capacity of the local branches throughout the state of Texas Murray Group LLC 2003 - 2013 Tampa, FL • Developed project financing for investors and private mortgage companies by creating a foreign national program for short term leasing • Worked with major developers to establish multi-level housing units and sub- divisions for the jumbo loan market • Partnered with the FDIC to facilitate forbearance and workouts during the mortgage crisis Mega Yacht LLC 1999 - 2003 Orlando, FL • Engaged in the purchase and repair of yachts over 80 feet • Organized and developed a system to handle inventory and marketing of these yachts worldwide Volvo Penta North America 1996 - 1999 Orlando, FL • Established and coordinated power centers and factory direct accounts from Florida to California • Participated in extensive team building • Created a customer base throughout the country including the obtaining of strategic accounts • Introduced new commercial marine products to the industry Florida Detroit Diesel 1994 - 1996 Orlando, FL • Oversaw the design and construction of 2 large production facilities to service pleasure craft and the on-highway market. • Managed 6 branches that serviced generator, on highway, marine and industrial segments of DDC • Directed the production facility that manufactured fire pumps, pleasure craft marine and power units. Negotiated the purchase of VM Motori for Penske Leasing Group North America Professional Experience cont'd Stewart & Stevenson 1982 - 1994 Houston, TX • Developed the S&S 1-10 group to handle Oil & Gas, EMD, Storm Water Pumps, Pleasure Craft and Commercial Marine Equipment and Service Worldwide - a highly profitable and industry recognized division • Pioneered the super yacht business for American power at 2400hp and above using the Detroit Diesel 149 power plant • Organized the strategic sales efforts to promote DDC power plants in the mega yacht market Education • Roger Penske DDC Management Development Training • Sales/Management Training with General Motors, Detroit Diesel Corporation, Stewart & Stevenson, Mercedes Benz, MTU and American Management Association Military Experience Sergeant E5, loth Special Forces 1977 - 1980 Fort Devens, MA Active Reserves, logy' Signet Psychological Warfare Unit 1980 - 1981 Austin, TX Inactive Reserves, Department of the Army 1981 - 1982 Maryland Honorable Discharge from the United States Army References upon request CITY OF (CORPUS CHRISTI Submit Date: Nov 22, 2021 Application for a City Board, Commission, Committee or Corporation Profile Ms_ Leah Pagan Olivarri t Middle Initial Last Name Email Address 33 Camden Place Street Address Corpus Christi TX 78412 cKy state Postal code What district do you live in? W District 4 Current resident of the city? l* Yes r No If yes, how many years? 40 years and 10 years growing up Mobile: (361)877-0021 Home:(361)877-0021 Pnmary Phone Alternate Phone Olivarri&Associates Inc Presidert- Employer Job T'Ne Work Address-Street Address and Suite Number P.O. Box 60576 Work Address-City Corpus Christi Work Address-State TX Work Address-Zip Code 78466 KAc I innh Dnnnn (Nhinrri Work Phone 361-884-5000 Work E-mail address leah.olivarri@olivarri.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX:Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Yes, I currently serve on the Corpus Christi Business and Job Development Corporation ("Type A") and the Corpus Christi B Corporation ('Type B"). I understand that should I be appointed to the Port of Corpus Christi Authority, I would be required to step down from the Type A and B corporate boards. Education, Professional and/or Community Activity(Present) Please see attached resume for detail. Have BA and MA and served on a variety of community boards as well as being involved in various community activities. Why are you interested in serving on a City board, commission or committee? I have enjoyed serving the City on the Type A and B corporate boards, but have an interest in expanding my contributions to our city and region through representing the City of Corpus Christi as one of your appointed representative to the Port of Corpus Christi Port Authority. Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r Yes r. No KAc I cnh Dnnnn rllhinrri 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 W 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 Yes vw No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r. Yes r 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 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 r• No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes a No If you answer "Yes"to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO"to all questions above, please enter N/A. My firm, Olivarri &Associates, Inc., is a subcontractor to the engineers (Freese Nichols)on the city's desalination project since 2014. 1 will studiously avoid any conflict or appearance of a conflict of interest including stepping down as a member of the desalination project if that is deemed to create any appearance of a conflict. Board-specific questions (if applicable) KAc I nnh Doman nikinrri Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY. (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? r Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY" (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r Yes r No Question applies to CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION CORPUS CHRISTI CORPORATION,PLANNING COMMISSION Are you a registered voter? r Yes 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. W I Agree KAc I nnh Dnnnn rMixinrri 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 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 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree KAc I cnh Dnnnn nikinrri Leah Pagan Olivarri President. Oliyar r :� Associates. Inc. Education Ms. Olivarri is the sole owner and president of Olivarri & BA, Mount Holyoke Associates, Inc. She is an advocate of open communications and College, south is comfortable evaluating performance, solving strategic Hadley, Massachusetts, problems, and making tough decisions when needed. With a magna cum laude history of projects throughout the region, state and beyond, she has worked with all levels of government and with private MA, University of companies. She has been active in the community serving on Texas at Austin various boards and supporting community initiatives. Summary of Professional Work History 1986 to present - Olivarri & Associates (later incorporated), Corpus Christi. Established consulting company which worked initially on projects oriented toward management and organizational analyzes including a Booz-Allen strategic assessment and plan for the Port of Corpus Christi and policy oriented assessments for the Governor of the State of Texas on the impact of NAFTA and the border area of Texas. In the 1990s, her firm began to do an ever increasing amount of planning, communications and public engagement work often with a focus on environmental permitting or clearances for major infrastructure projects. Examples of major projects include: • I-69/Trans Texas Corridor— various segments in south and east Texas (TxDOT) • Upgrading of US 77 from Robstown to the Rio Grande Valley (TxDOT) • Ports to Plains Corridor Development and Management Plan (Colorado-New Mexico, Oklahoma, Texas DOTs) • National I-10 Freight Corridor (DOTs for 10 states) • US 83/Port Roads Feasibility including Joe Fulton Coridor (TxDOT) • Joe Fulton International Trade Corridor (TxDOT and Port of Corpus Christi) • Laredo to Corpus Christi Freight Corridor (TxDOT) • Upgrading of SH 358 (SPID) from Ayers through Airline (TxDOT) • JFK Causeway Elevation Feasibility Study (TxDOT) • Regional Parkway Feasibility and Planning and Linkages Studies (TxDOT/MPO) • Deepening and Widening of the Corpus Christi Ship Channel (Port/USACE) • Freight and Hazardous Materials Study (MPO) • City of Corpus Christi Regional Solid Waste Facility (City of Corpus Christi) • Multiple desalination studies (City of Corpus Christi) • Surface Coal and Lignite Mining in Texas (USACE Regulatory EIS) • Regional Economic Adjustment Plan — Disaster Resiliency (Valley COG/EDA) • Corpus Christi Bay and Estuary Program — various assistance on planning • Rio Grande Valley Empowerment Zone Planning and Application (Valley Chamber) • Various other Empowerment and Enterprise Zone applications • Rio Grande Valley Mobility Plan (Valley Chamber) • South Texas Spaceport Consortium (Regional Coalition — 13 counties) • Economic Diversification and Strategy Study (GLO — nine counties) 1 Ms. Olivarri has also provided assistance to industrial and other private companies, especially during project planning and permitting. She is experienced with working on multi-disciplinary teams that include technical professionals such as engineering, environmental, legal and financial experts. As a result, she is knowledgeable about the technical concepts and language of a variety of disciplines. She has also worked with a range of policy makers — local, state, national and even international. She has a good working relationship with many of the business leaders and groups in the Coastal Bend area. 1985-1986 - Wolfe Consulting, Albuquerque, New Mexico. Managed Austin office of the company with responsibility for a City-County Consolidation Study for the City of Austin and Travis County while also working on management review studies for other entities. 1980-1984 - City of Corpus Christi Texas. Positions included Assistant to the City Manager and Director of Administrative Services overseeing the departments of Budget, Personnel, Risk Management and Data Processing Departments and co-managing, with the Director of Finance, Internal Audit which also performed operational analyzes. 1975-1979 - RPC, Inc., Austin Texas. Work centered on research and reports associated with the National Environmental Policy Act ("NEPA'l and the Texas Coastal Zone Management Program including management of a study entitled "Siting Industrial Facility on the Texas Coast" and authorship of a chapter book entitled Refining the Waterfront, Alternative Energy Facility Siting Policies for Urban Coastal Areas edited by David Morrell and Grace Singer of Princeton University. The latter led to an article "OCS (Outer Continental Shelf) Development: A Community's Acceptance of Risk" published in the Coastal Zone Management Journal. Examples of Community Activities and Recognitions • Corpus Christi Business and Job Development Corporation — Board Member since 2017 • Corpus Christi Type B Corporation — Board Member since 2017 • Coastal Bend Community Foundation — Board Member, various committees including Investment, Scholarship, Finance and Executive (2009-2018) • Leadership Corpus Christi — Class XI • Corpus Christi United Chamber of Commerce — Board Member and Executive Committee (2015-2018) • Corpus Christi Chamber Infrastructure Committee Chair (2014-2018) • South Texas Military Task Force (2016-2020) • Science and Technical Committee of Bay and Estuary Program (1990s) • Air Quality Partnership (participated as member since inception) • YWCA Women and Careers Award (2009) • Leadership Corpus Christi Alumni Honoree (2019) Personal Ms. Olivarri was married for 44 years to George Olivarri, CPA, until his sudden passing in 2019. Her parents were longtime Corpus Christi residents. Following their deaths, with her brother and husband, she managed and sold major family business holdings. 2 CITY OF CORPUS CHRISTI Submit Date: Nov 03, 2021 Application for a City Board, Commission, Committee or Corporation Profile Chris A Pena r,me Middle Initial L. Email Address 5813 Trieste dr. Street Address _v Corpus Christi TX 78413 city State Postal Code What district do you live in? R District 5 Current resident of the city? r Yes r No If yes, how many years? 44 Mobile:(361)549-3686 Business:(361)549-3686 Primary Phone Alternate Phone Daystar Consulting Services Incorporated Consultant Employer Job Title Work Address-Street Address and Suite Number 5813 Trieste dr. Work Address- City Corpus Christi Work Address-State Texas Work Address-Zip Code 78413 1-hric A Dnn� Work Phone (361) 549-3686 Work E-mail address dcsi.safety@yahoo.com Preferred Mailing Address R Work Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX: Submitted Interests & Experiences Are you a registered voter? r• Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: N/A Education, Professional and/or Community Activity(Present) I would like the opportunity to serve and give back to my city and it's residents. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) 1) Port Of Corpus Christi Authority Of Nueces County,Tx 2) Corpus Christi Downtown Management District 3) Corpus Christi Convention &Visitors Bureau Why are you interested in serving on a City board, commission or committee? I have lived in C.C. my entire life and would like the opportunity to serve and give back to my city and it's residents as they deserve the best that the city leadership can give. Corpus Christi has the potential to be so much better.What I would like to do is introduce a new set of eyes, experience and ideas that would add value to future of this beautiful city I will forever call home. U*ad a Resume Are you an ex-Officio member of a City Board, commission or committee? C Yes r No (`hric 4 Mann 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? c: Yes r No Demographics Gender W Male 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 C!t ? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r 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 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 r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer "NO"to all questions above, please enter N/A. N/A Board-specific questions (if applicable) (-hric A Dnn-n Question 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? R Restaurant Industry Question applies to HUMAN RELATIONS COMMISSION The Human Relations Commission preferred representatives from certain categories. Do you qualify for any of the following categories? W Business of Renting of Dwellings Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC)Are you a resident of the Port Authority district and an elector' of Nueces County? r Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,`;X (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r Yes r No Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r Yes r No Question applies to CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT The Corpus Christi Downtown Management District must include representatives from certain categories. Do you qualify for any of the following categories? Pr Stock Owner Question applies to CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION CORPUS CHRISTI B CORPORATION,PLANNING COMMISSION Are you a registered voter? r Yes r No C'hric A Dnn-n Qjestion applies to CONSTRUCTION TRADE ADVISORY&APPEALS BOARD The Construction Trade Advisory & Appeals Board must include representatives from certain categories. Do you qualify for any of the following categories? FJ General Contractor Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE The Capital Improvement Advisory Committee must include representatives from certain industries. Do you qualify for any of the following industries? FJ Development Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE One member shall be a representative of the City's extraterritorial jurisdiction if impact fees are proposed. Do you qualify? Yes 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. PF 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. PF I Agree r-tiric A Dnn-n 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. PF I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. PF I Agree r`hric A Dann CHRIS PENA DAYSTAR CONSULTING SERVICES INC.) CELL:361-549-3686 E-MAIL:dcs1.safety@yahoo,com SUMMARY Throughout my time in the industry I've accumulated a plethora of experience and a wealth of knowledge while working on several different continents. 1 possess excellent leadership skills and specialize in the technical writing and the development of HSE project documents,including HSE contract verbiage.1 use diverse thought processes both linear and abstract in order to maintain measurable and actionable safety strategies.I am a Bi-lingual HSE team leader that is a self-starter and a respected mentor with outstanding interpersonal and communication skills as well as the innate ability to direct teams,and interact effectively with diverse groups. PROFESSIONAL EXPERIENCE Occidental Petroleum 2021 Horn Mountain West Project HSE Lead Houston, TexasIGOM My roles and responsibilities were as followed but not limited to: ■ Supported the project Construction leads by assisting in the review of work pack documents and planning for each offshore campaign. • Participated in all Risk Assessments,readiness reviews,pre Job JSHAs,etc. ■ Monitored and reported HSE performance during the fabrication,construction and commissioning phases of the HMW Project • Liaised with Project Manager,Subsea&Topside Package leads, Corporate HSE/Safety Leaders and offshore construction teams in order to foster and cultivate a safety culture that led to positive results. ■ Developed project HSE documents for the execution phases ■ Facilitated multiple LIVESAFE training initiatives at various locations along the gulf coast Total Mozambique 2020-2021 OSSEM Construction HSE Site Lead at Ingleside, Texas My roles and responsibilities are as followed but not limited to: ■ Worked with the Contractor to maintain compliance with Contractors management systems ■ Coached Contractor on application and effectiveness of procedures and how to effectively manage risks • Facilitated behavioral safety efforts and control of work emphasis around key risk activities ■ Utilized excellent communications skills to instill confidence and encourage enhanced HSE behaviors • Lead,motivated,and developed disciplined staff in an effort to enhance their HSE leadership qualities ■ Reported performance and analysis information to the HSE Manager through predetermined meetings and reports Hokchi Energy 2020 Offshore HUC Simops HSE Lead Paraiso, Tabasco,Mexico City.Mexico&Southern Gulf o Mexico My roles and responsibilities are as followed but not limited to: • Lead and implement the project HSE and Risk Management system ■ Validate and verify the SIMOPS between the HUC and drilling groups • Ensure a sound and robust HSE system to achieve the HSE objectives on the project ■ Participate in actions for identifying and minimizing risks and the impact of all SIMOPS activities ■ Manage and control all identified HSE risks to ensure a safe field execution campaign ■ Lead the Client and Contractor HSE team on daily initiatives to prevent incident and injury Enbridge Inc. 2019-2020 Vito Export Pi elines HSE Lead Houston, Texas&Gulf of Mexico My roles and responsibilities are as followed but not limited to: 0 Assisted the business group with HSE verbiage for RFQ's and agreements t PAGE 12 • Wrote all project HSE documents for the execution phases • Performed as a document controll gatekeeper for all project related documents ■ Coordinated the teams and led the audits both onshore and offshore locations. ■ Championed and implemented our training philosophies and tools at the worker level ■ Tracked and trended metrics to mitigate gaps identified Chevron Deep Water 2017-2018 Bigfoot Hook up and Commissioning HSE Advisor Ingleside. Texas&Gulf ofMexico My roles and responsibilities are as followed but not limited to: ■ Lead the following training regimens: New hire orientation o Incident and injury Free o Human Performance ■ Actively sought out worker feedback to resolve issues enabling a more cohesive project team • Championed implementation of human performance philosophies and tools at the worker level ■ Lead daily pre-task safety discussions with all crafts to enable proper planning and hazard recognition and mitigation Shell Pipeline Company 2014-2016 Ambe&ack Debottleneck Project HSSE Lead Houston, Texas As the project HSSE Lead my responsibilities were to manage safety for the Amberjack Debottleneck Project ■ Worked with Contractor project management teams to review required HSE deliverables ■ Performed as a technical writer formulating all project HSE documents • Conducted Green banding which also included documentation and site inspections in order to procure the best/safest contractors available. ■ Managed the team of 10 safety coaches at various on/offshore based locations. • Managed the projects monthly safety metrics. Chevron Pipe Line 2012-2014 lack&SG Maio Oil Export Pipeline HSE/Site Safety Leadership Team Lead Houston-Guirof Mexico While at field locations my role enabled me to: ■ Visited contractor worksites both onshore and offshore to conduct routine worksite assessments. ■ Compiled jobsite inspections in addition to audit findings and incident root cause analysis to identify HES management system gaps or compliance issues or safety leadership behavior opportunities of improvement. ■ Coordinated and participated in CHESM inspections and audits both onshore and offshore. ■ Facilitated the below training for the Jack&St,Malo Oil Export Pipeline project: o IIF Trainer o Hazard Identification Wheel o Tenets of Operation o Project Onboarding TRAINING -CRISIS MANAGEMENTAND PR TRAINED"HUMAN PERFORMANCE TRAINER-(STS)SAFETY TRAINED SUPERVISOR -(COSS) CERTIFIED OCCUPATIONAL SAFETY SPECIALIST'INCIDENT AND INJURY FREE(IIF)TRAINER ,,ADVANCED SAFETYAUDIT TRAINED -SAFETYSUPERVISOR LEADER-OSHA(10)&(30)HOUR COURSE" MEDICFIRSTAID&CPR -INDUSTRIAL HYGIENE-HAZ MATERIAL-HUMAN PERFORMANCE TRAINER -Y-TREEACCIDENT INVESTIGATION -SHELL TAPROOT"SHELL DECISION POINT TRAINING-FIVE WHYACCIDENT INVESTIGATION TRAINED'IMPLEMENTATION AND AUDIT OF HSE MANAGEMENT SYSTEMS'MEDIC FIRST AID TRAINED -RESPIRATORY PROTECTION PADOBEACROBAT•VIZ/0 TECHNICAL- EMERGENCY PIPELINE RESPONSE TECHNICIAN-ENCOMPASS -OSHA HAZMAT N RCA FACILITATOR REFERENCES Chad Triche (Chevron)98S-S90-9027,Megan Hebert 832-525-8686,John Garber(OXY) 337-207-2254 CITY OF CORPUS CHRISTI Submit Date:Jan 06, 2021 Application for a City Board, Commission, Committee or Corporation Profile Elizabeth Perez Email Address 434 Montclair Dr Street Address CORPUS CHRISTI TX 78404 city State Postal Code What district do you live in? W District 4 Current resident of the city? r: Yes r No If yes, how many years? 39 Home:(361)207-0157 Business: (361)8824357 Primary Phone Alternate Phone Herrman & Herrman PLLC Intake Manacer Employer Job Title Work Address-Street Address and Suite Number 434 Montclair Dr Work Address- City Corpus Christi Work Address-State TX Work Address-Zip Code 78412 Gli-7nhoth Dc�rc� Work Phone 3618824357 Work E-mail address Lizperez@herrmanandherrman.com Preferred Mailing Address R Home/Primary Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX:Submitted Interests & Experiences Ar�� ;you a registered voter? am° Yes No Do you currently serve on any other City board, commission or committee at this time? If so, please list: None Education, Professional and/or Community Activity (Present) I attended and graduated from Incarnate Word Academy in 1999. 1 currently work for Herrman & Herrman, PLLC and i recently ran for City Council, At-Large. I would like to stay active with our community and serve on a city board. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Library Board Crime Control &Prevention District Why are you interested in serving on a City board, commission or committee? I have a deep passion for our city and I believe I can help do some good for our community by lending my voice, ideas and opinions. Are you an ex-Officio member of a City Board, commission or committee? r Yes r• No Demographics Mi-7nhath Dara-7 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? r Yes c No Do you,your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r 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 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 r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer"NO"to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Dli-7nhnth Dnrn-7 Question applies to LIBRARY BOARD The Library Board preferred representatives from certain categories. Do you qualify for any of the followir-,g categories? 17 None of the above Question applies to MARINA ADVISORY COMMITTEE The Marina Advisory Committee preferred representatives from certain categories. Do you qualify for any of the following categories? P None of the above Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, (For Port of CC) Are you a resident of the Port Authority district and an elector*of Nueces County? r. Yes r No Question applies to PORT OF CORPUS CHRISTI ALr'-"-IORrrY OF NUECES COUNTY,TX (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r- 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. ----—-------------- W I Agree r-1i-7nhgnth Ddarn-7 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 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 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Fli-7nhnth Darn-7 CITY OF CORPUS CHRISTI Submit Date: Mar 25, 2021 Application for a City Board, Commission, Committee or Corporation Profile Cristian Radaneata Email Address 4626 MARS HILL Street Address CORPUS CHRISTI TX 78413 City State Postal Code What district do you live in? R District 5 Current resident of the city? r Yes f No If yes, how many years? 26 Mobile: (361)548-3010 Business: (361)991-0926 Primary Phone ARemate Phone Drs. Radaneata and Chick OPTOMETRIST Em*yer Joh Title Work Address-Street Address and Suite Number 5718 McArdle#104 Work Address- City CORPUS CHRISTI Work Address-State TX Work Address-Zip Code 78412 ('ricti�n ��rl�no�t� Work Phone 3619910926 Work E-mail address cradaneata@gmail.com Preferred Mailing Address Pr Home/Primary Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX:Submitted Interests & Experiences ire you a registered voter? r. 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) MEMBER ROTARY CLUB OF CORPUS CHRISTI, WHERE I AM ALSO ON THE BOARD OF DIRECTORS.VOLUNTEER AT METRO MINISTRIES, CORPUS CHRISTI FOOD BANK AND SALVATION ARMY. LIEUTENANT COMMANDER, US NAVY-RETIRED. B.A. IN BIOLOGY, U.C. RIVERSIDE. DOCTOR OF OPTOMETRY SOUTHERN CALIFORNIA COLLEGE OF OPTOMETRY. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Aviation, port Why are you interested in serving on a City board, commission or committee? I would like to work to improve the community for all citizens in the Coastal Bend area. Are you an ex-Officio member of a City Board, commission or committee? r Yes r No C'rictinn D-mrhrko�*� 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 W Male 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? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? e Yes r No Does your employer or your spouse's employer have a City contract? r Yes r 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 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 r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer "NO"to all questions above, please enter N/A. N/A Board-specific questions (if applicable) I-ricti-mr% O�Ahr%^- +- Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNT Y.. (For Port of CC) Are you a resident of the Port Authority district and an elector*of Nueces County? a Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNT 7X (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r• 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. 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. Pr I Agree l-ricti n r. 0-nA 7 rxA7+- 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. R 1 Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. R 1 Agree CITY OF CORPUS CHRISTI Submit Date: Nov 22, 2021 Application for a City Board, Commission, Committee or Corporation Profile Ms Sandra Love Sanchez Email Address 6130 Wooldridge Rd. 1008 Street Address Corpus Chrisit TX 78414 city State Postal Code What district do you live in? R District 5 Current resident of the city? r Yes r No If yes, how many years? 39 Mobile: (361)558-2945 Home: (361)442-2322 Primary Phone ARemate Phone Self Employed __ Communications Coordinator Employer Job Title Work Address-Street Address and Suite Number 6130 Wooldridge Rd 1008 Work Address-City Corpus Christi Work Address-State Rexas Work Address-Zip Code 78414 NAc Conrlrn I nwn (Zonecn-7 Work Phone 3615582945 Work E-mail address cuestas33361 @yahoo.com Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX:Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: N/A Education, Professional and/or Community Activity(Present) Bachelors in Communication Studies Ethics Communication Leadership Communication Masters in Public Administration If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Resigned from Ethics Why are you interested in serving on a City board, commission or committee? I heard the Port committee presenting at a city council meeting once and I was very intrigued of the content that was discussed. I have a great appreciation of how they presented rules and criteria to the council and also how they debated when necessary so that the council could better understand. Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r. Yes r No KAc C7nr4rn 1 nvn Qnnf"kn7 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 W 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? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r 'Yes r No Does your employer or your spouse's employer have a City contract? r Yes r 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 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 r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer "NO"to all questions above, please enter N/A. n/a Board-specific questions (if applicable) AAc Conrinm 1 nvn Cnnrnke� Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? r Yes r• No Question applies to FORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r 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 1 Agree KAc Cnnrlrn I min Cnnncn-7 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 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 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. R I Agree AAc Cnnrirn 1 nun C"nnt-kn7 Human Resources Texas A&M University-Corpus Christi 6300 Ocean Dr. Corpus Christi,TX, 78412 To Whom It May Concern, I am writing in response to your job posting for the Temporary Administrative Support Pool. I am applying because I feel this opportunity will allow me to gain valuable work experience, broaden my knowledge and enhance my skills. Based on the requirements listed in the job application, 1 feel that my work ethic, skills, and experience make me a strong candidate for this position. I am an outgoing ambivert who's driven, friendly, trustworthy, able to work independently as well as in a group/team setting. I have years of experience working with Microsoft Office regarding Outlook, Excel,Word, and Powerpoint acquired from my summer internship at the City of Corpus Christi Mayor's office and Career Services at TAMU-CC. From working in the Career Services department here at TAMUCC for nearly a year, it allowed me to become more detailed oriented to ensure accuracy. My various employment positions have given me the chance to develop important skills such as customer service, time-management, organization, multitasking, leadership, and communication which allow me to be adaptable to different situations. I have enclosed my resume for you to review. I look forward to hearing your decision regarding my job application for the position. If you have any questions or require any further documentation, please feel free to contact me by phone at 361-558-2945 Sincerely, Sandra Sanchez CITY OF CORPUS CHRISTI Submit Date: Nov 04,2021 Application for a City Board, Commission, Committee or Corporation Profile John B Solberg -Vie Middle Initial Last Nam- Email Address 5106 Kings Ct Street Address Corpus Christi TX 78413 city State Postal Code What district do you live in? R District 5 Current resident of the city? r• Yes r No If yes, how many years? 17 Home:(361)244-1881 Business:(361)961-3551 Primary Phone Alternate Phone United States Army Aerospace Engineer Employer Job Title Work Address-Street Address and Suite Number 308 Crecy St Work Address- City Corpus Christi Work Address-State Texas Work Address-Zip Code 78419 lnhn R Cnlhnrn Work Phone 3619613551 Work E-mail address john.b.solberg.civ@army.mil Preferred Mailing Address R Home/Primary Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX: Submitted Interests & Experiences Are you a registered voter? r 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) BS Aerospace Engineering Purdue University MS Mechanical Engineering UTSA If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Capital Improvements Advisory Committee Civil Service Board Building Standards Board Why are you interested in serving on a City board, commission or committee? I am 60 years old and I feel my experience can be beneficial to the city of Corpus Christi. Upload a Resume Are you an ex-Officio member of a City Board, commission or committee? r Yes r• No Demographics lnhn R Cnlhnrn Gender W Male 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? r Yes c: No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r 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? r 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 r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? rYes PNo If you answer"Yes"to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO"to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Question applies to BUILDING STANDARDS BOARD The Building Standards Board preferred representatives from certain categories. Do you qualify for any of the following categories? W Engineer Question applies to BUILDING STANDARDS BOARD Are you a Homeowner in the City of Corpus Christi? rYes rNo lnhn R Cnlhgarn Question applies to CIVIL SERVICE COMMISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? r Yes r No Question applies to CIVIL SERVICE COMMISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? r Yes r No Question applies to CIVIL SERVICE COMMISSION,CIVIL SERVICE BOARD Are you over 25 years of age? r Yes r No Question applies to CIVIL SERVICE COMMISSION,CIVIL SERVICE BOARD Are you a U.S. Citizen r Yes r No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) r Yes r No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY The City Council designates at least one of its appointees to represent the interests of the "transportation disadvantaged". "Transportation disadvantaged" is defined as meaning the elderly, persons with disabilities, and low-income individuals. State law does not mandate that the board member be transportation disadvantaged. Can you represent the interests of the "transportation disadvantaged"? r• Yes r No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Explain how you represent the interests of the transportation disadvantaged. (If No, enter "N/A") Co-worker is fully handicapped (wheel chair bound). Question applies to NUECES COUNTY TAX APPRAISAL DISTRICT (For NCAD) Are you a resident and qualified elector* of the District(Nueces County)? r Yes r No Question applies to NUECES COUNTY TAX APPRAISAL DISTRICT (NCAD) Have you resided in the District for at least 2 years? r Yes No lnhn R CnIkarri Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? r• Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r Yes r No Question applies to TRANSPORTATION ADVISORY COMMISSION The Transportation Advisory Commission must have at least one member who represents the bicycling community. Do you qualify for this category? r• Yes r No Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r Yes r No Question applies to CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION CORPUS CHRISTI 6 CORPORATION,PLANNING COMMISSION Are you a registered voter? r• Yes r No Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE The Capital Improvement Advisory Committee must include representatives from certain industries. Do you qualify for any of the following industries? W Real Estate\, Question applies to CAPITAL IMPROVEMENTS ADVISORY COMMITTEE One member shall be a representative of the City's extraterritorial jurisdiction if impact fees are proposed. Do you qualify? r Yes r No Verification lnhn R CrOkarn 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 toe 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. R 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. R I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree lnhn R Cnlhcrn RESUME CURRENT ORGANIZATION: FCDD-AMA-M 308 Crecy Street, Stop #55 Corpus Christi, TX 78419-5260 361-961-3551 (W) john.b.solberg.civ@mail.mil NAME: John B. Solberg 5106 Kings Ct Corpus Christi, TX 78413-5126 361-244-1881 (H) PRESENT TITLE, SERIES, GRADE: Aerospace Engineer, DB-0861-03, 40 hrs/wk EDUCATION: Purdue University, West Lafayette, Indiana, 1980 to 1985, Bachelor of Science in Aeronautical and Astronautical Engineering. University of Texas at San Antonio, San Antonio, Texas, 1994 to 2000, Master of Science in Mechanical Engineering (GFA 3.7/4.0). SPECIAL COURSES (SPRDE): Fundamentals of Systems Acquisition Management, September 1985. Intermediate Systems Planning, Research, Development and Engineering, June 1996. Advanced Systems Planning, Research, Development and Engineering, May 2003. Intermediate Systems Acquisition Management, January 2004. SPECIAL COURSES (System Safety Officer, MIL-STD-882): Systems Safety Management, May 1993. AWARDS: Civilian Appraisal Performance Awards received 2015, 2016, 2017, 2018 and 2019. Current performance rating 97%. PROFESSIONAL CERTIFICATIONS: Acquisition Personnel Development Program (APDP) 2 Dec 1992 certified Level I in Systems Planning, Research, Development and Engineering. APDP 30 Jun 2004 certified Level III in Systems Planning, Research, Development and Engineering. Army Acquisition Corp member. WORK HISTORY SUMMARY Aerospace Engineer, DB-0861-03, FCDD-AMA-M, Corpus Christi, TX, Jun 16—date Job Responsibilities and Accomplishments: Maintenance Engineer for US Army Aviation and Missile Center on-site at Corpus Christi Army Depot (CCAD). Responsible for engineering support for overhaul of Army helicopter drive systems during depot maintenance. Apply knowledge of US Army airworthiness practices to the overhaul of Critical Safety Items. Chief responsibilities include AH-64 drive systems. Exercises cognizance over field and depot level maintenance standards, performing analysis of failures and trends to develop improvements to the standards and specialized instructions that clarify and authorize maintenance standards not covered by published technical data. Implement changes to Depot Maintenance Work Requirements by writing Maintenance Engineering Orders, preserving integrity of OEM designs and coordinating with platform divisions. Sign off on single part unique waivers using Maintenance Engineering Calls. Provides comprehensive support to organic and commercial maintenance, including spares procurement activities, through oversight, deficiency analysis, verification, a variety of testing efforts, and development of special processes or instructions. Participate in SAFR parts reviews. Participate in Production Verification Audits at CCAD and contractor facilities. Participate in Supplier Interface and Oversight Program and quality reviews. Review Aviation Safety Action Messages. Review Frozen Process Plans for CCAD and contractors. Initiate repair development on rotor head and transmission components, preserving integrity of OEM design and coordinating with platform divisions. Aerospace Engineer, DB-0861-03, RDMR-AEM, Corpus Christi, TX, Feb 14—Jun 16 Responsibilities include T55 Engine. Exercises cognizance over field and depot level maintenance standards, performing analysis of failures and trends to develop improvements to the standards and specialized instructions that clarify and authorize maintenance standards not covered by published technical data. Implement changes to Depot Maintenance Work Requirements by writing Maintenance Engineering Orders, preserving integrity of OEM designs and coordinating with platform divisions. Sign off on single part unique waivers using Maintenance Engineering Calls. Provides comprehensive support to organic and commercial maintenance, including spares procurement activities, through oversight, deficiency analysis, verification, a variety of testing efforts, and development of special processes or instructions. Participate in SAFR parts reviews. Participate in Production Verification Audits at CCAD and contractor facilities. Participate in Supplier Interface and Oversight Program and quality reviews. Review Aviation Safety Action Messages. Review Frozen Process Plans for CCAD and contractors. Initiate repair development on engine components, preserving integrity of OEM design and coordinating with platform divisions. Aerospace Engineer, DB-0861-03, RDMR-AEM, Corpus Christi, TX, Nov 09 —Feb 14 Job Responsibilities and Accomplishments: Maintenance Engineer for US Army Aviation and Missile Research, Development, and Engineering Center on-site at Corpus Christi Army Depot (CCAD). Responsible for engineering support for overhaul of Army helicopter drive systems during depot maintenance. Apply knowledge of US Army airworthiness practices to the overhaul of Critical Safety Items. Chief responsibilities include UH-60 drive systems. Exercises cognizance over field and depot level maintenance standards, performing analysis of failures and trends to develop improvements to the standards and specialized instructions that clarify and authorize maintenance standards not covered by published technical data. Implement changes to Depot Maintenance Work Requirements by writing Maintenance Engineering Orders, preserving integrity of OEM designs and coordinating with platform divisions. Sign off on single part unique waivers using Maintenance Engineering Calls. Provides comprehensive support to organic and commercial maintenance, including spares procurement activities, through oversight, deficiency analysis, verification, a variety of testing efforts, and development of special processes or instructions. Participate in SAFR parts reviews. Participate in Production Verification Audits at CCAD and contractor facilities. Participate in Supplier Interface and Oversight Program and quality reviews. Review Aviation Safety Action Messages. Review Frozen Process Plans for CCAD and contractors. Initiate repair development on rotor head and transmission components, preserving integrity of OEM design and coordinating with platform divisions. Aerospace Engineer, DB-0861-03, RDMR-AEM, Corpus Christi, TX, Nov 04—Nov 09 Responsibilities include CH-47 drive systems and rotor head. Responsible for engineering support of overhaul of all bearings at CCAD Bearing Shop. Exercises cognizance over field and depot level maintenance standards, performing analysis of failures and trends to develop improvements to the standards and specialized instructions that clarify and authorize maintenance standards not covered by published technical data. Implement changes to Depot Maintenance Work Requirements by writing Maintenance Engineering Orders, preserving integrity of OEM designs and coordinating with platform divisions. Sign off on single part unique waivers using Maintenance Engineering Calls. Provides comprehensive support to organic and commercial maintenance, including spares procurement activities, through oversight, deficiency analysis, verification, a variety of testing efforts, and development of special processes or instructions. Participate in SAFR parts reviews. Participate in Production Verification Audits at CCAD and contractor facilities. Participate in Supplier Interface and Oversight Program and quality reviews. Review Aviation Safety Action Messages. Review Frozen Process Plans for CCAD and contractors. Initiate repair development on rotor head and transmission components, preserving integrity of OEM design and coordinating with platform divisions. Supported initial contracts for overhaul and maintenance of CH-47 drive systems at Northstar Aerospace and Columbia Helicopters. Supported initial contracts for overhaul and maintenance of UH-1H and OH-58 drive systems at Israeli Aerospace Industries and National Maintenance Program at Fort Rucker, Alabama. Aerospace Engineer, GS-0861-13, OC-ALC/LR, Tinker AFB, OK, Feb 03— Oct 04 Job Responsibilities and Accomplishments: Command Staff Aerospace Engineer working directly under the Air Force Propulsion Product Group Manager, a Senior Executive Service (SES) position. Managed the Propulsion Product Group Manager's world class consultant Executive Independent Review Team, including the identification, pursuit, and application of necessary resources and training required for mission success. Provide technical expertise to organization and customers across the DOD Enterprise. Interfaces with Department of Defense, Secretary of the Air Force, Air Force Material Command (AFMC), and cross service personnel to resolve issues, refine procedures, and update policy. Briefs Senior Leadership on status of programs. Responsible for development, preparation, and delivery of technical information through all media to a broad range of personnel from shop floor to general officer level and industry. The position required effective coordination with systems engineers, program management offices, contractors, management and higher headquarters regarding all engine engineering/airworthiness issues, and developing and communicating sound rational technical positions to the Propulsion Director, Propulsion Product Group Manager, Air Logistics Center Commander,Air Force Materiel Command, Air Force Chief of Staff and DOD Staff. Represent the Propulsion Product Group Manager at meetings with the customer on technical and programmatic issues. Coordinated message activity including all safety of flight Aviation Safety Action Messages,Aviation Maintenance Action Messages, Maintenance Work Orders, and Maintenance Information Messages. Lead Aerospace Engineer, GS-0861-13, OC-ALC/LPFRA, Tinker AFB, Oklahoma, Sep 00—Jan 03 Job Responsibilities and Accomplishments: Served as Subject Matter Expert for Program Management Office F100-PW-100/-200/-220/-220E Engine, responsible for guiding and mentoring a group of eight to ten technical personnel working multiple complex projects simultaneously providing budget inputs for the team, and coordinating work of other Government agencies/contractors and provides effective overall technical management as Subject Matter Expert for maintaining airworthiness and flight safety. Provides comprehensive support to organic and commercial maintenance, including spares procurement activities with weekly production meetings, responding to production issues, reviewing technical waivers and deviations, and reviewing materiel non- conformances. Advised journeyman level engineers on a daily basis. Consulted on Accident Investigation Board and Safety Investigation Board investigations, including implementing corrective actions. Approving authority support of official message activity including all safety of flight Aviation Safety Action Messages, Aviation Maintenance Action Messages, Maintenance Work Orders, and Maintenance Information Messages. Responsible for development, preparation, and delivery of technical information through all media to a broad range of personnel from shop floor to general officer level and industry. From an airworthiness perspective, provides technical expertise to organization and customers across the AF and DOD, encompassing commercial and organic (both military and civilian) aviation maintenance activities, and all logistic, program, life cycle, and sustainment managers. Coordinates workload for all assigned weapon systems and maintain open communication with all customers with respect to support requirements, emerging issues, and resources. Provides direction, coordination, engineering review, issue resolution, and technical expertise for Maintenance Engineering Calls, Maintenance Engineering Orders, field and depot level technical data content, and repair development for all assigned weapon systems. Performs engineering reviews, correction, and development of regulations, standing operating procedures (SOPS), and other documentation in support of assigned programs. Trains, coaches, and mentors junior engineers, and other personnel, in the responsive maintenance engineering support of all assigned weapon systems. Responsibilities include the identification, pursuit, and application of necessary resources and training required for mission success. The leadership and management responsibilities included leading a team of engineers by identifying, distributing and balancing workload and monitoring and reporting on progress of work, identifying all team budget requirements to include estimating manpower support required for programs/projects, identifying training requirements, travel requirements, and monitor execution of budgeted resources. Responsibilities include supporting the team's customers in all engine issues and represent the Division at meetings with the customer on technical and programmatic meetings, developing a team of engineers through communicating goals and expectations and coaching, training and advising on problem solving methods, practices and procedures, advising the supervisor on performance appraisal of team members, developing and communicating sound rationale technical positions in the area of expertise to the Division and Branch Chief. Managed the $50M Component Improvement Program (CIP) effort, applying knowledge of specification and qualification requirements, and mentor team and customer personnel regarding aviation propulsion airworthiness. The position required effective coordination with systems engineers, program management offices, contractors, management and higher headquarters regarding all engine airworthiness issues. Aerospace Engineer, GS-0861-12, SA-ALC/LPFE, Kelly AFB, Texas, Jan 93—Aug 00 Job Responsibilities and Accomplishments: Program Management Office Systems Engineer for sustainment of F100-PW-100/-200/-220/-220E engine for F-15 and F-16 aircraft. Various responsibilities including F100-PW-100/-200/-220/-220E external accessory components, lubrication systems, airframe/engine integration, engine ground testing and flight testing. The leadership and management responsibilities included leading the -220/-220E Full Authority Digital Electronic Control (FADEC) software development ground and flight testing within the branch. Systems engineering responsibilities included F100 System Safety Manager and aircraft mishap investigations, maintaining airworthiness and flight safety of F100-PW-100/- 200/-220/-220E engine systems. Initiated safety of flight Aviation Safety Action Messages,Aviation Maintenance Action Messages, Maintenance Work Orders, and Maintenance Information Messages. Joint Oil Analysis Program subject matter expert for Propulsion Directorate. Subject matter expert for bearings. Managed the $25M engine Component Improvement Program (CIP) test effort, applying knowledge of specification and qualification requirements, and mentor team and customer personnel regarding aviation propulsion airworthiness. The position required effective coordination with systems engineers, program management offices, contractors, management and higher headquarters regarding all engine airworthiness issues. Project Engineer, GS-0861-12,ASC/YZEF, Wright-Patt AFB, Ohio, Oct 90 —Dec 92 Job Responsibilities and Accomplishments: Program Management Office Systems Engineer for development and acquisition of the F100-PW-229 engine for F-15 and F-16 aircraft. Developed and managed engine ground test with Arnold Engineering Development Center (AEDC) and flight test programs with Edwards Flight Test Center, in conjunction with the Original Equipment Manufacturer. Originated the first ever Accelerated Mission Test (AMT) engine, using ram air engine test facility at AEDC. This position required in-depth understanding of aviation propulsion turbine engine technology, project engineering, system design, qualification, operation, and maintenance of engine systems. Responsible for engine performance analysis. Responsible for engine and propulsion system development and testing. The position required effective coordination with systems engineers, program management offices, contractors, management and higher headquarters regarding all engine airworthiness issues. Project Engineer, GS-0861-12,ASC/NAE, Wright-Patt AFB, Ohio,Apr 87— Sep 90 Job Responsibilities and Accomplishments: Propulsion Systems Engineer for research and development of propulsion system for National Aerospace Plane Joint Program Office, working with NASA, Navy and contractor counterparts. Co-located with Air Force Aero Propulsion Laboratory. Responsible for propulsion system design, aircraft integration, component development, and testing. Member of Joint Army, Navy, NASA and Air Force (JANNAF) committee to develop innovative test techniques. CERTIFICATION STATEMENT: I certify that all statements made in this resume are true, complete and correct to the best of my knowledge and belief, and are made in good faith. /s/ 12 Mar 20 (Signature of Applicant) CITY OF CORPUS CHRISTI Submit Date: Nov 22,2021 Application for a City Board, Commission, Committee or Corporation Profile Lamont C. Taylor e Middle Initial Last Name Email Address 522 Hancock Apt 109 Street Address Corpus Christi TX 78404 City State Postal Code What district do you live in? R District 1 Current resident of the city? r Yes r No If yes, how many years? 50+ Mobile:(361)739-4686 Mobile: (361)739-4686 Primary Phone ARemate Phone L.C.Taylor&Associates CEO Em*yer Job Title Work Address-Street Address and Suite Number 522 Hancock Ave Apt 109 Work Address- City Corpus Christi Work Address-State Texas Work Address-Zip Code 78404 1 mmnnt (' Thwinr Work Phone 361 7394686 Work E-mail address ItshadowC@gmail.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX: Submitted Interests & Experiences Are you a registered voter? r 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) M.A Trinity University, Co Chair Citizens Alliance for Fairness and Progress, and former Vice Chairman Board Member CCRTA, Former Vice Chairperson of Planning Commission Why are you interested in serving on a City board, commission or committee? I have a desire for public service and my skillset will provide another opportunity for diverse input for the future growth in our community. Upload 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? r Yes r No I mmnnt P Thwinr Demographics Gender W Male 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? c: Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r. 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 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 r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer "NO"to all questions above, please enter N/A. I am an Officer of the Hillcrest Residents Association who has filed an objection with TECQ concerning the application of the desalinization project. Board-specific questions (if applicable) I mmnnt P Towinr Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? r Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r. Yes r No Verification Cil', 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. PF 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 I mmnnt r' TniAnr 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. Pr 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 I mmnnt r` Tnwinr Lamont C. Taylor HIGHLIGHTS OF QUALIFICATIONS • 39 years of Transportation Experience • 25 years successful human resources experience • A born leader; effectively handled position of major responsibility on a continuous path of professional advancement • Results-driven achiever with exemplary planning and organizational skills, along with a high degree of detail orientation • Fast learner with a wide range of practical skills • Special talent for relating well with all types of people • Exceptional listener and communicator who effectively conveys information verbally and in writing • Effective in public speaking and media presentations • Skill in dealing with sensitive populations in a professional and concerned manner • Flexible team player that thrives in environments requiring ability to effectively prioritize and juggle multiple concurrent projects • A decision maker; resourceful and works well independently or as a cooperative team player • Highly motivated self-starter who takes initiative with minimum supervision • Extensive knowledge of the Corpus Christi community • Computer-literate performer with extensive software proficiency covering wide variety of applications PROFESSIONAL EXPERIENCE • Ensure Compliance with all aspects of DOT commitments. • Assure all Grants 5307,5309 DOJ, HUD and Homeland Security are properly assigned and compliance via the FTA team system . • Assure the integrity of the RTA Procurement process and the FTA 4220.1e procurement process. ■ Project Leader for ADA Title I, and Title II initiatives • Investigate employment practices and alleged violations of laws, in order to document and correct discriminatory factors. • Interpret civil rights laws and equal opportunity regulations for individuals and employers. • Study equal opportunity complaints in order to clarify issues. • Meet with persons involved in equal opportunity complaints in order to verify case information, and to arbitrate and settle disputes. • Coordinate, monitor, and revise complaint procedures to ensure timely processing and review of complaints. • Prepare reports of selection, survey, and other statistics, and recommendations for corrective action. • Conduct surveys and evaluate findings in order to determine if systematic discrimination exists. • Develop guidelines for non-discriminatory employment practices, and monitor their implementation and impact. • Review Company contracts to determine actions required to meet governmental equal opportunity provisions. • Counsel newly hired members of minority and disadvantaged groups, informing them about details of civil rights laws. • Instrumental in the Transit Reauthorization to insure DBE's have a place at the Transit Table. • Co-Authored Texas Unified Certification Program—RTA has a permanent seat on the TUCP coordinating council. • Successful in submitting and approval of two Triennial,Affirmative Action Plans, and Title VI Plans for the Regional Transportation Authority. • Extensive work in Human Resources • Extensive work in Compliance • Extensive work in Contract Compliance • TCRP Ambassador • TRB contributor • APTA Committee member Minority Affairs, (now DBE Sub committee under the Procurement) Diversity subcommittee representative,Access subcommittee, and finally Human Resources Sub committee ■ Planned Transportation Services for Elderly and Disabled Passengers ■ Developed Transition Plan for Care B services ■ Developed and trained personnel on requirements prior to and after ADA for fixed route services EMLOYMENT HISTORY—Corpus Christi Regional Transportation Authority 5 years Director/Business Development&Compliance 20 years DBE/EEO Officer 10 years Director of Elderly& Handicapped Transportation EDUCATION B.A. Business Administration and Computer Science—Huston-Tillotson College,Austin,TX (summa cum laude) M.A. Urban Studies—Trinity University, San Antonio, TX Graduate—Leadership Corpus Christi, Class XIV CTM (Competent Toastmaster) —Toastmasters International Certification MCA Certification, Master Compliance Administrator,American Contract Compliance Association. PROFESSIONAL AND COMMUNITY ASSOCIATIONS Board Member Citizens Alliance for Fairness and Progress Co Chair Corpus Christi Regional Transportation Authority 2011 to 2015 Leadership Corpus Christi Class XIV Nueces County MHMR foundation Board Member Toastmasters International— Corpus Christi Black Chamber of Commerce—Executive Board Member, Past President City of Corpus Christi Little League—Basketball Coach Hillcrest Neighborhood Association—Vice President City of Corpus Christi Planning Commission Past Chairperson Founding Member TUCP(Texas Uniformed Certification Program CITY OF CORPUS CHRIST! Submit Date: Nov 20, 2021 Application for a City Board, Commission, Committee or Corporation Profile Richard R Valls Jr. mid [s Initial Last Name Suffix Email Address 201 Leming Ave. Street Address Corpus Christi TX 78404 city State Postal Code What district do you live in?' R District 4 Current resident of the city? r. Yes r No If yes, how many years? 13+ Mobile: (956) 740-5924 Business:(361)884-4096 Primary Phone ARemate Phone Valls Holdings, Ltd. Principal Em*yer Job Tide Work Address- Street Address and Suite Number 210 S. Carancahua,Suite 600 Work Address- City Corpus Christi Work Address- State TX Work Address-Zip Code 78401 Dirhord D VmIIc Ir Work Phone (361)884-4096 Work E-mail address RValls@Valls,com Preferred Mailing Address Q Work Address Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX: Submitted Interests & Experiences Are you a registered voter? a 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) Please refer to attached resume. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) N/A Dirhorri D \/elle Ir Why are you interested in serving on a City board, commission or committee? I have been involved in international trade my whole working life in one facet or another. I understand the business of the Port and the role it plays for the users and the companies that rely on it to survive and thrive. I am uniquely more qualified in that regard than any other candidate. It is the reason the Port Industries supported me to replace Bob Kostelnik with Citgo when he stepped down. I cannot stress enough the importance of having at least one of the commissioners on the Port board come from a Port industries background.The Port industries are the true drivers of the success of the Port, and they deserve to have representation. It is these industries that fund the Port's operations, not taxes.Their user fees have helped the Port to avoid having to tax the citizens of Corpus Christi. I'm presently the vice- chairman of the Commission and the only sitting commissioner that has chaired more than two committees. I have chaired the Security, Facilities and Long-Range Planning committees as well as the Port's Industrial Development Corporation.As a commissioner, I have... -been a conduit for the Port Industries to have a voice on the Commission and advocated for their involvement and consideration with Port issues.-pushed Port staff to reinvest money now in infrastructure that will not only benefit our current users but will also drive growth for decades to come. -been part of our DC team that has worked steadfastly to help secure the funding for the Port's Channel Improvement Project. The contribution, I'm most proud of is working with and supporting Port management during stakeholder's contract negotiations as we transitioned to'take or pay'or'minimum throughput'contracts.This was a key as the Port transitioned from being in good financial shape to being in excellent financial shape and a leader in the nation in most metrics by which a port is measured, such as: 1.The Port is now the Nation's largest Port in total revenue and the largest American energy export gateway. It was 9th when I first came on the commission.That climb isn't by accident. It's because of strong leadership and fiscal responsibility and good execution and that starts at the top. 2.The Port is currently sitting on assets of$1.2 billion, up from $600 million in 2014 3.The Port's Foreign Trade Zone (FTZ)is now touted as the best in the entire nation for combined economic impact. 4.Approximately 98,000 jobs are related to or impacted by the Port (about one-third of the area's labor force) And while achieving that success,we also achieved significant milestones, many of which had been on the radar of previous leadership but without a path to realizing them.Some of those accomplishments include: 1.We invested$600 million in new infrastructure projects (deeper and wider channel, new docks, new rail, new laydown yards)2. We raised$325M in bond proceeds 3.The cargo volume in the Port increased by 85M tons to 160M tons 4. We donated$4.1 million in 2001 alone to charity 5.We increased our contributions to city initiatives 6. We have a new headquarters 7. We have$318M in the bank All the above represent records for the Port.The growth and accomplishments of the Port during my tenure is unprecedented not only in terms of our history but compared to other ports throughout the nation. The Port of Corpus Christi has never been in a better position financially, nor has it been better positioned to help ensure that jobs stay in the region, and we continue to be the single biggest driver of growth.The success of the Port during my tenure translates into jobs and tax revenue for our city. It is arguably the biggest driver of those two metrics. In closing, I would very much like to continue to represent the City on the Port Commission and respectfully ask for your continued support. Upload 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? r Yes r No Die-horri D Wnllc Ir Demographics Ethnicity R Hispanic Gender W Male 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? r Yes r No Do you,your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r 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 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 r• No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r 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. If you answer"NO"to all questions above, please enter N/A. N/A. Board-specific questions (if applicable) Qirrhnrri D \/ollc Ir Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? r Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC).Have you been a resident of Nueces County for at least 6 months? r 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. 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 Dirhorrl D Wmile Ir 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. PF I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. PF I Agree Dit-hnrrl D \/nilc Ir Richard Ralph Valls, Jr. 210 S. Carancahua, 611' Floor I Corpus Christi,TX 78401 O 361.884.40961 F 361.883.3289 1 C 956.740.5924 E-Mail: rvallsCEDvalls.com Born March 22, 1964 in Laredo,Texas, Richard R. Valls, Jr. (Rick) is the third generation Valls family member to be involved in international trade. Raised in Laredo and Corpus Christi, Texas, Rick attended and graduated from St. Mary's University, San Antonio, Texas, receiving a BBA degree with a major in finance. He became a licensed U.S. Customs Broker in 1989. Rick and his wife, Brenda, have two children,Austin Alexander and Avery Elizabeth. Rick works in several capacities within the Valls Group, a group of related companies engaged in providing international trade services throughout the U.S. and developing real estate investments in Texas. Some of which include: President, Valls International, Inc. Import customs brokers &international freight forwarders, transport logistics and warehousing which provide services to the petroleum and petro-chemical industries at over 50 U.S. ports. Advisor/Partner,Valls Holdings, Ltd. Commercial real estate investments. Advisor/Partner, Valls Ship Agencies, LP Full service vessel agency with offices at ports in Texas, Louisiana and Florida. Advisor/Partner,247 Sands, LLC Trading company specializing in sourcing and marketing frac sand from third parry producers in the different shale plays in Texas and throughout the U.S. Rick is active in civic and professional affairs, as evidenced by his past and present positions held in the following local and state organizations: Local- Current, Commissioner, Port of Corpus Christi Authority Current, Board of Directors, Corpus Christi Regional Economic Development Foundation Current, Board of Directors, Driscoll Children's Hospital Foundation Board Current, Board of Directors, Corpus Christi Mustangs State- Past Board of Directors, Border Trade Advisory Committee-Appointed by Governor Rick Perry Past Vice Chairman, Texas Alliance of Boys&Girls Clubs CITY OF CORPUS CHRISTI Submit Date: Nov 23, 2021 Application for a City Board, Commission, Committee or Corporation Profile Mr Elgin Wade Williams PE x First Name Middle Ir Email Address 325 Cape Cod Street Address Corpus Christi TX_ 78412 City State Postal Code What district do you live in? R District 4 Current resident of the city? r Yes r No If yes, how many years? 35 Mobile: (361)558-3288 Home:(361)558-3288 Primary Phone Alternate Phone D2 Emineering, LLC Owner Employer Joh Title Work Address-Street Address and Suite Number 325 Cape Cod,Corpus Christi,TX 78412 Work Phone 361 5583288 Work E-mail address wade@d2engineer.com Preferred Mailing Address p Home/Primary Address NAr f=lnin \AIrvin Willinmc DG Which Boards would you like to apply for? PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX:Submitted Interests & Experiences Are you a registered voter? r 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) Registered Professional Engineer, State of Texas, Number 66328 Bachelor of Science, Maritime Systems Engineering,Texas A& M University, 1979 If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Marina Why are you interested in serving on a City board, commission or committee? I believe in serving the community and have skills that will add value to decisions made. When I moved to Corpus Christi as a young Engineer I personally conducted the underwater survey of damage to our Seawall and L-Head/T-Head structures with Goldston Engineering.The resultant reports and design proposal was adopted by the city and is in place today. Furthermore I was instrumental in collecting and presenting data to Congress that brought the Homeport to Corpus Christi. I worked on the GCCA Redfish hatchery and King Ranch Shrimp Farm in the 1980. 1 went on to work in the International Oil and Gas Industry as an engineer and progressed to VP of a Major Supplier of Equipment and Services Worldwide. I had 200 employees and offices in Corpus Christi, Houston,Chicago, Norway, Dubai and Singapore. After retiring I started an independent engineering company focused on Texas Windstorm Certifications and Marine Industrial Infrastructure. Upload 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? r Yes r. No kAr Mnin \A/nrlc \A/illinmc DC Demographics Gender R Male 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? r Yes c No Do you,your spouse,your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? r Yes r 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 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? r Yes c No If you answer "Yes"to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer"NO" to all questions above, please enter N/A. N/A Board-specific questions (if applicable) KAr Mmin WnAga Willinme DG Question applies to LANDMARK COMMISSION The Landmark Commission preferred representatives from certain categories. Do you qualify for any of the following categories? W Structural or Civil Engineer Question applies to PORT OF CORPUS CHRISTI AUTHORITY DF NUECES COUNTY,TX (For Port of CC) Are you a resident of the Port Authority district and an elector* of Nueces County? t. Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX (For Port of CC) Have you been a resident of Nueces County for at least 6 months? r 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 1 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 NAr Glnin Wnrin Willimmc DD 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. 17 1 Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 1 Agree hAr Clnin \A n n \A/illinmc DC WADE WILLIAMS, PE Corpus Christi, TX lin;, 361.558.3288 wade(«)d2engineer.com CAREER PROFILE Professional Engineer with extensive Project Management experience in the oil and gas industry. Strengths include: Mechanical/Structural/Civil/Marine Project Construction, Planning, Administration, Design and Estimating. • Strategic Planning • Budgeting • Management and Leadership skills • Compliance PROFESSIONAL EXPERIENCE FMC TECHNOLOGIES, Corpus Christi, TX 1988 - 2017 VP & GENERAL MANAGER SYSTEMS BUSINESS, 2007-2017 • Management of FMC's Measurement Solutions Systems businesses to include Corpus Christi, Texas, Kongsberg, Norway and the Global Sales and After Market organizations • Annual revenue of $100M+ with 200+/- employees • Oversaw the Strategic Planning, Budgeting, Execution, Sales, Leadership and Compliance OPERATIONS MANAGER, 2000-2007 • Design, Administration, Estimating, and Fabrication of Petroleum Metering and Blending projects worldwide • Projects required expertise with piping systems, vessels, structural models, shipboard dynamics, pumps, meters valves, painting, and instrumentation • Worked closely with an international customer base and supervised several Engineers and Designers to complete these projects • Supervised design, fabrication, and erection activities locally and overseas. • Annual revenue of $35M+ with 80+/- employees. ENGINEERING MANAGER, 1998 - 2000 • Directed engineering, designing and drafting efforts associated with the quotation, negotiation, concept approval, and construction of engineered metering systems mechanical and electrical engineering department PEARSONS ENGINEERING AND CONSTRUCTION, Corpus Christi, TX • Performed the design, fabrication and erection of an enclosed conveyor system 1.2 miles long • Estimated construction costs and designed structural modules and special fixtures for fabrication and assembly GOLDSTON ENGINEERING, Corpus Christi, TX • Performed site surveys of Marina Facilities for the City of Corpus Christi • Supervised the survey inclusive of underwater inspections, soil borings, and utility assessments • Project planning, permitting, design and construction management for a major shrimp farm on the King Ranch encompassing over 1.000 acres and capable of pumping over 1 million gallons per day of water • Conceptual planning for US Navy Home Port facilities on the Corpus Christi Bay LOCKHEED OCEAN SYSTEMS, Corpus Christi, TX • Design improvement of oil skimming equipment, which incorporated a variety of specialized power trains. Supervised offshore installations of impressed current systems and designed several special tools for difficult installation logistics in heavy seas. • Design modifications, trouble shooting and spares planning for all hydraulic systems utilized for the installation of the first compliant drilling and production structure deployed in 1,000 feet of water. Planned, permitted and designed marine construction yards and associated waterways. • Performed hazard analysis and reliability assessments for several offshore platforms in the North Sea. • Design and analysis of mechanical and structural components for advanced offshore installations. Analyzed stresses induced on shipboard handling equipment for deploying and retrieving specialized payloads in rough seas. EDUCATION Registered Professional Engineer, State of Texas B.S., Maritime Systems Engineering, Texas A & M University se G� O'1 +-� AGENDA MEMORANDUM First Reading for the City Council Meeting of November 16, 2021 CoRPORPIg4 1852 Second Reading for the City Council Meeting of December 7, 2021 DATE: October 25, 2021 TO: Peter Zanoni, City Manager FROM: David S. Lehfeldt, Director of Solid Waste Operations David 1-36a�cctexas.com (361) 826-1966 Ordinance — Ratifying partial postponement of fee increase CAPTION: Ordinance ratifying a partial postponement until January 1, 2022, of the effective date of Ordinance No. 032551 by amending the implementation date for a disposal fee increase made applicable to waste haulers with City disposal contracts. SUMMARY: This ordinance postpones a fee increases for solid waste hauling companies with disposal contracts from October 1, 2021 , to January 1, 2022. BACKGROUND AND FINDINGS: The City Council adopted Ordinance 32551 on September 7, 2021, increasing disposal fees at the Cefe Valenzuela Landfill by 10%, and fees at the Transfer Station by 15%, with an effective date of October 1, 2021 , applied to all landfill and transfer station customers. Solid waste haulers that have disposal contracts with the City were provided notification of the fee increase following approval of the ordinance. Representatives for the contract haulers have requested an extended notification period to incorporate the increased disposal fees within their business plans. The proposed ratification postpones disposal fee increases for solid waste hauling companies with disposal contracts from October 1, 2021, to January 1, 2022. The amendment applies only to haulers that have active disposal contracts with the City. ALTERNATIVES: Alternative is to not approve and maintain the October 1, 2021 effective date. FISCAL IMPACT: The projected negative impact on the General Fund Solid Waste Revenue is approximately $70,000. Funding Detail: Fund: n/a Organization/Activity: n/a Mission Element: n/a Project # (CIP Only): Account: RECOMMENDATION: Staff recommends amending the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance for ratifying partial postponement of fee increase Ordinance ratifying a partial postponement of the effective date of Ordinance No. 032551 by amending the implementation date for a disposal fee increase made applicable to waste haulers with City disposal contracts until January 1, 2022. WHEREAS, the fees, rates, and charges ("Fees") established for the collection and disposal of solid waste were approved September 7, 2021, pursuant to Ordinance No. 032551, with implementation to occur October 1, 2021; WHEREAS, solid waste haulers holding either an 80% or 100% guaranteed volume City disposal contract require additional lead time to complete notifications to their customers of the increase to the Fees at the J. C. Elliott Transfer Station and Cefe Valenzuela Municipal Landfill; and WHEREAS, the City has agreed to temporarily postpone implementation of the increase to the Fees only as made applicable to such volume contract haulers until January 1, 2022, and the City Council ratifies this action. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. A partial postponement of the effective date of Ordinance No. 032551 is ratified as made applicable to solid waste haulers holding either an 80% or 100% guaranteed waste volume contract in effect on October 1, 2021, and Section 3 of Ordinance No. 032551, passed on September 7, 2021, is amended by including additional language, shown underlined, to read as follows: "Section 3. This ordinance takes effect October 1, 2021; provided however, that the tipping fees stated in Section 1 of this ordinance, specifically under Sections 21-41(e)(2) and (3), as made applicable to permitted solid waste haulers holding either an 80% or 100% guaranteed waste volume contract with the City, take effect on January 1, 2022." The foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma The foregoing ordinance was read for the second time and passed finally on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of 2021. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Page 2 of 2 SERVICES Impact on Revenue of Delaying Disposal Fee Increases e.I,', November 16, 2021 INwe-el"r Solid Waste Rate Increases ' SERVICES The City Council adopted Ordinance 32551 on September 75 2021 , increasing disposal fees at the Cefe Valenzuela Landfill by 10%, and fees at the Transfer Station by 15%5 with an effective date of October 1 , 2021 . Impact on Revenue of Delaying 5���� W q�h Disposal Fee Increases -" SERVICES The Bag Lady $11408 Absolute Services $201714 Aransas County $31200 CC Disposal $211084 Dawson Recycling $21000 Mark Dunning Industries $608 Killian Calderon (Frontier) $15,305 Total $709319 * 3-month delay of the 10% increase of the Landfill fees. City of Corpus Christi 1201 Leopard Street / Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday, December 7,2021 11:30 AM Council Chambers Addendums may be added on Friday. A. Mayor Paulette M. Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 11:42 a.m. B. Invocation to be given by Chaplain, Detective Mike Ilse, Corpus Christi Police Department. Chaplain, Detective Mike Ilse, Corpus Christi Police Department, gave the invocation. C. Pledge of Allegiance to the Flag of the United States of America and to the Texas Flag to be led by Juan Pablo Deleon, Richard King High School student. Juan Pablo Deleon, Richard King High School student, led the Pledge of Allegiance to the Flag of the United States of America and to the Texas Flag. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, City Attorney Miles K. Risley and City Secretary Rebecca L. Huerta. Present: 9- Mayor Paulette M. Guajardo,Council Member Roland Barrera,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Billy A. Lerma,Council Member John Martinez,Council Member Ben Molina,Council Member Mike Pusley, and Council Member Greg Smith E. Proclamations /Commendations 1. 22-0014 Commendation recognizing the Moody High School Baseball Team for 44 years of Volunteer Service to Catholic Charities. Commendation recognizing Small Business owner Maurice Portis for 30 years in Business as Portis Kitchen. Commendation recognizing the Region IV 5A Division 1 Quarterfinals Football Playoffs Champions. The Commendations were presented. City of Corpus Christi Page 1 Printed on 1211012021 City Council Meeting Minutes December 7,2021 F. PUBLIC COMMENT Mayor Guajardo opened the public comment period. The following citizens spoke in opposition to illegal game rooms: Ronald Baker, 137 Oklahoma; Margaret Baldwin, 105 FM 1042; Kathleen White, 201 Bay Ridge Dr.; Will Martin, 5207 FM 1565, Victoria, TX; Arthur Haas, 3543 Floyd; Eddie Heinemeier, 3236 Rustic Oak, San Antonio, TX; and Suzanne Taylor, 5413 Pressler. The following citizens spoke in support of the Historic Preservation Plan Item #24: Madeline Fontend, 305 Camellia; Heidi Hovda, 1022 Harrison; and Jessica Holt, 3225 Lawnview St. Samuel Fryer, 2222 Cardinale Lane, spoke regarding Item #36 the citizen initiative item regarding early treatment for COVID. Betty Sheets, 3146 Saratoga Blvd., spoke regarding Corpus Christi Voice for Life. Jim Klein, 3501 Monterrey St., Brandon Marks, 319 Rosebud Ave., Sylvia Campos, 4410 Fir, and Melissa Zamora, 3917 Brawner Pkwy., spoke regarding appointing a Peoples Port Commissioner candidate. Kaylie Kelley, Flour Bluff, spoke regarding fundraising for Children's Advocacy Center. Melissa Zamora, 3917 Brawner Pkwy., spoke regarding better bike paths and in opposition to desalination. Susie Saldana Luna, 4710 Hakel Dr., spoke regarding council actions and other issues of concern. Paul Baen, P.O. Box 1495, showed his appreciation to Mayor and Council. Kimberley Perez, 3833 S. Staples St., spoke regarding Big Brothers Big Sisters Program and in opposition to illegal game rooms. The following citizens submitted written public comments which are attached to the minutes: Jen Brown, 802 S. Carancahua St.; Jillian Becquet, 6313 Washam; Charlotte Pitts, 4409 Aspen St.; Lesley Lomax, 432 Bermuda Place; and Stephen Doolan, 338 Laurel Dr. G. POLICE TRAINING ACADEMY DESIGN UPDATE (ITEM 2) 2. 21-1722 Police Training Academy Design Update presented by Phillip John Ramirez, President of Turner Ramirez Architects. Mayor Guajardo referred to Item 2. City of Corpus Christi Page 2 Printed on 1211012021 City Council Meeting Minutes December 7,2021 City Manager Peter Zanoni stated that this project demonstrates a new business model that we have at City Hall. President of Turner Ramirez Architects Phillip John Ramirez presented information on the Police Training Academy design update as follows: campus site plan; first floor plan; second floor plan; building efficiency features; and project information. Council Members, Mr. Ramirez and Police Chief Mike Markle discussed the following topics: the classrooms will be held on the second floor; there are several offices for different departments; and Turner Ramirez Architects will be supervising the construction process. H. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor Guajardo referred to City Manager's comments. a. Corpus Christi Fire Department's 150 Year Anniversary by Chief Robert Rocha City Manager Zanoni reported on the Corpus Christi Fire Department's 150 Year Anniversary. He stated that the firefighters are also trained Emergency Medical Technicians and that the fire department is fully staffed. b. Overview of Home to Home Pets Program by Joel Skidmore, Animal Care Services Program Manager Animal Care Services Program Manager Joel Skidmore presented information on the following topics: what is home to home; why shelters choose home to home; cost and benefits for ACS; and some of the other cities/shelters using home to home. Council Members and Program Manager Skidmore discussed the following topics: in FY 2021 the average length of stay for all animals was 12 days and the capacity is 200 animals. C. Overview of JFK Causeway Bridge Project Community Communication Plan by Sarah Munoz, Assistant Director of Public Works Assistant Director of Public Works Sarah Munoz provided an overview of the JFK Causeway Bridge project: development; key points; stakeholders; work group; communication plan for pre-project; newsletter and project website; promo page; island leadership meetings; and communication plan during construction. d. City Health Department Update City Manager Zanoni gave a brief update on the City Health Department transition. The three goals are for better health outcomes, better use of taxpayer money and better work environment for employees. The City is working with County Attorney Jenny Dorsey and public health professionals. City of Corpus Christi Page 3 Printed on 1211012021 City Council Meeting Minutes December 7,2021 Council Members and City Manager Zanoni discussed the following topics: the County is requesting a six month extension for transferring services to the City; whether the City can take over all of the services that the district currently handles; a Council Member's request to receive prerequisites for the new health director; and a Council Member's concern about taxpayers being burdened if grants are not received. e. COVID-19 Update by Annette Rodriguez, Public Health Director and Dr. Ramachandruni Director of Public Health Annette Rodriguez provided an update on COVID-19: Nueces County COVID cases; weekly cases; total vaccines administered; total boosters administered; Nueces County vaccination rates; Omicron "variant of concern" timeline; variant concerns; Omicron characteristics; vaccine breakthrough in Nueces County; don't panic but do prepare; multiple layers improve success; upcoming approvals; and COVID vaccination clinics. Local Health Authority Dr. Srikanth Ramachandruni gave an update on Omicron as follows: interest, concern and panic; number of mutations; number of infections per day in South Africa; hospitalizations in South Africa; statistics for RSA; what we know about Omicron; who is at risk; and what can we do now. Council Members, Dr. Ramachandruni and Director Rodriguez discussed the following topics: currently there are no studies or data regarding the demographic that is most targeted by Omicron. I. BOARD &COMMITTEE APPOINTMENTS: 3. 21-1657 Corpus Christi Regional Economic Development Corporation - 2 vacancies Marina Advisory Committee - 5 vacancies North Padre Island Development Corporation - 5 vacancies Watershore and Beach Advisory Committee - 5 vacancies Mayor Guajardo referred to Item 3. Corpus Christi Regional Economic Development Corporation: William F. Goldston (Reappointed) Vishnu V. Reddy (Appointed) Marina Advisory Committee: John Murray (Reappointed) Charles Pendlyshok (Reappointed) Curt L. Broomfield (Appointed) Marcus R. Veazey (Appointed) John S. Wood (Appointed) North Shore Padre Island Development Corporation: City of Corpus Christi Page 4 Printed on 1211012021 City Council Meeting Minutes December 7,2021 Ben Molina (Reappointed) Michael Hunter (Reappointed) Greg Smith (Reappointed) John Martinez (Reappointed) Billy Lerma (Reappointed) Watershore and Beach Advisory Committee: Meredith Darden (Reappointed) Harrison McNeil (Reappointed and realigned to Marine Biologist Environmentalist) Philippe Tissot (Reappointed and realigned to Marine Biologist Engineer) J. EXPLANATION OF COUNCIL ACTION: K. CONSENT AGENDA: (ITEMS 4 - 21) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Council Members requested that Items 8, 11 and 16 be pulled for individual consideration. A motion was made by Council Member Hunter, seconded by Council Member Molina to approve the Consent Agenda with the exception of Items 8, 11 and 16. The motion carried by the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 4. 21-1665 Approval of the November 16, 2021 Regular Meeting Minutes. The Minutes were approved on the consent agenda. Consent-Second Reading Ordinances 5. 21-1606 Ordinance authorizing acceptance of a grant from State Farm Insurance in an amount of$10,000.00 for the Police Department Crime Reduction Unit to purchase supplies used to promote and support Neighborhood on Watch groups throughout Corpus Christi; and appropriating $10,000.00 in the Police Grants Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032611 6. 21-1615 Ordinance authorizing acceptance of a grant from State Farm Insurance in an amount of$10,000.00 for the Auto Burglary and Auto Theft Holiday Public Awareness Campaign which educates the community on the prevention of auto City of Corpus Christi Page 5 Printed on 1211012021 City Council Meeting Minutes December 7,2021 burglaries and auto theft; and appropriating $10,000.00 in the Police Grants Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032612 7. 21-1501 Zoning Case No. 0921-03, MVR Construction Company: (District 5) Ordinance rezoning a property at or near 3538 Airline Road from the "FR" Farm Rural District to the "RM-3" Multifamily District. (Planning Commission and Staff recommend Approval) This Ordinance was passed on second reading on the consent agenda. Enactment No: 032613 8. 21-1502 Zoning Case No. 0921-01, Richard Jurach, Jerry Jurach, Patricia Hunt, and Paula Carter: (District 5) Ordinance rezoning property at or near 3942 Cimarron Boulevard from the "FR" Farm Rural District to the "RM-2" Multifamily District. (Planning Commission and Staff recommend denial of"RM-2" Multifamily District in lieu thereof"RS-6/SP" Single-Family 6 District with a Special Permit) (3/4 vote required to approve less restrictive use or density than the recommendation of the Planning Commission) Mayor Guajardo referred to Item 8. A Council Member requested that this item be pulled to vote no. Council Member Hunter made a motion to approve the ordinance, seconded by Council Member Barrera. This Ordinance was passed on second reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Nay: 1 - Council Member Hernandez Abstained: 0 Enactment No: 032614 9. 21-1524 Ordinance exempting Drillen Subdivision, west of CR 73 and north along FM 624, from the payment of the wastewater lot or acreage fee under Section 8.5.2.G.1 of the Unified Development Code; requiring a sanitary sewer connection agreement. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032615 10. 21-1525 Ordinance ratifying a partial postponement until January 1, 2022, of the effective date of Ordinance No. 032551 by amending the implementation date for a City of Corpus Christi Page 6 Printed on 1211012021 City Council Meeting Minutes December 7,2021 disposal fee increase made applicable to waste haulers with City disposal contracts. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032616 11. 21-1561 Ordinance amending Chapter 55 of the Corpus Christi Code to require industrial facilities to have either a reduced pressure backflow device or air gap at each City meter servicing potable water; a double check assembly for fire service lines; an industrial district affidavit upon installing, repairing, or replacing a reduced pressure backflow preventer or an air gap; annual backflow preventer testing; and providing for penalty. Mayor Guajardo referred to Item 11. Mike Middleton, 2589 Pacific View, spoke in support of the City's desire to prevent unwanted flows of water from entering the City's system. Council Members, Assistant Director of Water Quality & Treatment Gabriel Ramirez, City Attorney Miles Risley and City Manager Peter Zanoni discussed the following topics: in response to a Council Member's concern about the amount of water pressure, staff stated that the City meets the requirement and provides about 42 pounds of water pressure; the possibility of moving the City's meter closer to Lyondell Basell Industries; and out of the 62 industrial customers, only two of them are in a public water system that is TCEQ regulated. Council Member Pusley made a motion to amend the Ordinance to add the new language in Section 55-96 as discussed, seconded by Council Member Lerma and passed unanimously. Council Member Hernandez made a motion to approve the ordinance as amended, seconded by Council Member Molina. This Ordinance was passed on second reading as amended and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 Enactment No: 032617 Consent-Public Safety First Reading Ordinances 12. 21-1618 Ordinance authorizing the acceptance of four grants totaling $189,547.47 from the Texas Office of the Governor-Homeland Security Grant Division, Homeland Security Grant Program which include Bomb Squad Portable Detection for $70,940.40, Hazmat Response Enhancement for$34,950.22, Corpus Christi Police Department Special Weapons and Tactics Enhancement for $54,952.05, City of Corpus Christi Page 7 Printed on 1211012021 City Council Meeting Minutes December 7,2021 and Bomb Squad Safety Enhancement for $28,704.80; and appropriating $189,547.47 in the FY 2022 Fire Grants Fund. This Ordinance was passed on first reading on the consent agenda. Consent- Contracts and Procurement 13. 21-1517 Resolution authorizing the purchase of ammunition for the Corpus Christi Police Department's Training Division from ProForce Marketing, Inc., dba ProForce Law Enforcement, of Prescott, Arizona, to conduct firearms training for a total amount of$171,395.30, with FY 2022 funding available in the General Fund, Crime Control and Prevention District, and Police Grants Fund. This Resolution was passed on the consent agenda. Enactment No: 032618 14. 21-1506 Motion authorizing a one-year supply agreement with two one-year options to extend, with Gateway Printing and Office Supply, Inc., of Corpus Christi, Texas, for office supplies for City-Wide departments, to be purchased through the Buyboard Cooperative for a total not to exceed $1,000,000.00 with a total potential multi-year amount of$3,000,000.00, of which $916,667.00 is funded in FY 2022 from multiple funds. This Motion was passed on the consent agenda. Enactment No: M2021-216 15. 21-1556 Motion authorizing the purchase of 59 additional LED Internally Lighted Street Name (ILSN) signs from TRASTAR Inc., of Richardson, Texas in the amount of $82,150.00 for the Public Works Department in support of the City's Vision Zero Program, with FY 2022 funding available in the Streets Fund. This Motion was passed on the consent agenda. Enactment No: M2021-217 16. 21-1560 Motion authorizing the purchase of 108 Battery Backup Systems (BBS) for City traffic signals from Paradigm Traffic Systems Inc., of Houston, Texas in the amount of$540,000 for the Department of Public Works with FY 2022 funding available from the Streets Bond 2018 Fund. Mayor Guajardo referred to Item 16. A Council Member and Director of Public Works Rolando Mata discussed the following topics: a Council Member's concern about the timing of some traffic signals downtown and older areas of town. Council Member Smith made a motion to approve the motion, seconded by Council Member Hunter. This Motion was passed and approved with the following vote: City of Corpus Christi Page 8 Printed on 1211012021 City Council Meeting Minutes December 7,2021 Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 Enactment No: M2021-218 17. 21-1298 Motion authorizing a two-year supply agreement with Southern Ionics of West Point, Mississippi, for a total amount not to exceed $1,139,280.00, for Sodium Bisulfite for the wastewater treatment plants, effective upon issuance of notice to proceed, with FY 2022 funding in the amount of$569,640.00 available through the Wastewater Fund. This Motion was passed on the consent agenda. Enactment No: M2021-219 Consent- Capital Projects 18. 21-0772 Motion awarding a construction contract to CSA Construction, Houston, Texas, for the O.N. Stevens Water Treatment Plant Sedimentation Basin Improvements in an amount of$6,683,000.00, with FY 2022 funding available from the Water CIP Fund. This Motion was passed on the consent agenda. Enactment No: M2021-220 General Consent Items 19. 21-1630 Motion authorizing a five-year lease agreement with UC Wilson Plaza Holder LLC. for office space for the Corpus Christi Police Department's Special Services Division and approving eight monthly lease payments of$7,572.50 per month and a one-month up-front security deposit of$7,572.50, with FY 2022 funding in an amount of$68,152.50 from General Fund. This Motion was passed on the consent agenda. Enactment No: M2021-221 20. 21-1466 Motion authorizing the renewal of a two-year Parking Space Lease Agreement with three additional one-year lease options with 101 Shoreline Limited for 150 parking spaces located at 221 South Water Street to support both the Police Department and Municipal Court facilities and approving monthly lease payments of$7,011.80 per month inclusive of the City's share of utilities, property taxes, mowing, and parking lot maintenance, with FY 2022 funding in the amount of$84,141.60 through the General Fund. This Motion was passed on the consent agenda. Enactment No: M2021-222 City of Corpus Christi Page 9 Printed on 1211012021 City Council Meeting Minutes December 7,2021 21. 21-1639 Motion approving the Council meeting calendar for calendar year 2022. This Motion was passed on the consent agenda. Enactment No: M2021-223 L. RECESS FOR LUNCH Mayor Guajardo recessed the Council for lunch at 2:45 p.m. Mayor Guajardo reconvened the meeting at 3:33 p.m. M. PUBLIC HEARINGS: (ITEMS 22 - 24) 22. 21-1553 Zoning Case No. 1021-02, BHHN, LLC.: (District 3) Ordinance rezoning property at or near 8902 State Highway 44 from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District. (Planning Commission and Staff recommend Denial of the change of zoning from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District, in lieu thereof approval of the "CC/SP" Commercial Compatible District with a Special Permit) (3/4 vote required to approve less restrictive use or density than the recommendation of the Planning Commission) Mayor Guajardo referred to Item 22. Director of Development Services Al Raymond presented information on the following topics: aerial overview; zoning pattern and adjacent development; land use; public notification; and planning commission and staff recommend denial of the "IC" District in lieu of"CC/SP" District with Special Permit. Council Members and Director Raymond discussed the following topics: staff recommends the special permit to protect the residents to the north and west of the warehouse. Mayor Guajardo opened the public hearing. There were no comments from the public. Mayor Guajardo closed the public hearing. Council Member Barrera made a motion to approve the ordinance, seconded by Council Member Smith. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 City of Corpus Christi Page 10 Printed on 1211012021 City Council Meeting Minutes December 7,2021 23. 21-1554 Zoning Case No. 1021-03, SRPC Properties, LLC.: (District 2) Ordinance rezoning property at or near 1645 14th Street from the "RS-TF" Two-Family District and "CG-2" General Commercial District to the "RM-2" Multifamily District. (Planning Commission and Staff recommend Approval) Mayor Guajardo referred to Item 23. Director of Development Services Al Raymond presented information on the following topics: aerial overview; zoning pattern and adjacent development; land use; public notification; site plan; and planning commission and staff recommend approval. Council Members and Director Raymond discussed the following topics: Council Members' concern about the shape of the multifamily units; and the site plan concerns will be addressed during the platting stage. Mayor Guajardo opened the public hearing. Rix Musslewhite, 5808 Wicklow, spoke in opposition to this item and expressed his concern about traffic if these units are built. Mayor Guajardo closed the public hearing. Council Member Molina made a motion to table this Item until December 14, seconded by Council Member Lerma. This Item was tabled with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 24. 21-1078 Ordinance adopting a new City of Corpus Christi Historic Preservation Plan, an element of the Plan CC Comprehensive Plan; and rescinding the former Corpus Christi Preservation Plan, adopted September 8, 1976. Mayor Guajardo referred to Item 24. Assistant Director of Development Services Nina Nixon-Mendez presented information on the following topics: about the plan; community engagement; additional community engagement; what's in the plan; vision statement; goals; strategies; designations and tax incentives; action items example; case study example; and recommendations. Council Members and Assistant Director Nixon-Mendez discussed the following topics: a Council Member's concern about some of the language in the preservation plan; and Council Members' concern about the word "binding" in the preservation plan. Mayor Guajardo opened the public hearing. City of Corpus Christi Page 11 Printed on 1211012021 City Council Meeting Minutes December 7,2021 Veronica Wilson, 19 Great Lakes Dr., spoke in opposition to strategy 8 regarding creating another non-profit organization. Mayor Guajardo closed the public hearing. Council Member Lerma made a motion to table this item, seconded by Council Member Smith. This Item was tabled with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 N. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 25 - 26) 25. 21-1728 Ordinance amending the Corpus Christi Code to remove Chapter 3 Article I and amend Chapter 49 Article I to consolidate the City's requirements for installations on, across and over public right of way and to amend petitions to close streets; establishing a penalty. Mayor Guajardo referred to Item 25. Director of Public Works Rolando Mata presented information on the following topics: background; findings; and staff recommendations. Council Members, Director Mata and City Manager Peter Zanoni discussed the following topics: the historical areas will be allowed to have public artwork. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Molina made a motion to approve the ordinance, seconded by Council Member Lerma. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Absent: 1 - Council Member Barrera Abstained: 0 26. 21-1734 Resolution authorizing and approving the design selection and the installation of four artistic pedestrian crosswalks at the Six Points Intersection in the City of Corpus Christi. City of Corpus Christi Page 12 Printed on 1211012021 City Council Meeting Minutes December 7,2021 Mayor Guajardo referred to Item 26. Director of Public Works Rolando Mata presented information on the following topics: background; community art program guidelines; community art program location eligibility; project location; project vicinity; artistic crosswalk selection; and artistic vs. standard crosswalks. Council Members and Director Mata discussed the following topics: a Council Member's concern of spending additional money on artwork. Council Member Molina made a motion to approve the resolution, seconded by Council Member Lerma. This Resolution was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Absent: 1 - Council Member Barrera Abstained: 0 Enactment No: 032619 O. FIRST READING ORDINANCES: (ITEMS 27 -33) 27. 21-1619 Ordinance accepting an additional $417,658.38 for an Air Quality Planning Grant from the Texas Commission on Environmental Quality (TCEQ); and appropriating in the No. 1071 Community Enrichment Grant Fund for air quality monitoring service and amending the term through December 31, 2023, with funding available in the No. 1071 Community Enrichment Grant fund. Mayor Guajardo referred to Items 27-33. Council Member Hunter made a motion to approve ordinances 27-33, seconded by Council Member Lerma. These Ordinances were passed on first reading and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 28. 21-1617 Ordinance accepting and appropriating $30,000 from PetSmart Charities to be used for animal medical expenses. See Item 27. Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith City of Corpus Christi Page 13 Printed on 1211012021 City Council Meeting Minutes December 7,2021 Abstained: 0 29. 21-1604 Ordinance accepting and appropriating $200,000 from the Texas Department of Housing and Community Affairs' ("TDHCA") allocation of Coronavirus Aid, Relief and Economic Security Act ("CARES" Act) from the U.S. Department Of Housing and Urban Development's ("HUD") Community Development Block Grant-Coronavirus ("CDBG-CV") funding for a Texas Emergency Mortgage Assistance Program; authorizing the City Manager or designee to execute all documents necessary to accept, appropriate and disburse the funds and to execute all agreements, amendments and all other documents necessary to implement the program. See Item 27. Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 30. 21-1723 Ordinance authorizing a software development and support agreement with Raftelis Financial Consultants, Inc., in the amount of$200,000.00 for a parcel data management software application for the City's Storm Water Drainage Utility System; appropriating $200,000.00 from the unreserved fund balance in the Storm Water Fund; and amending the FY 2022 Operating Budget. Mayor Guajardo referred to Item 30. A Council Member and Director of Public Works Rolando Mata discussed the following topic: this software is needed for the management of the parcels; and whether storm water fees are being recovered through the additional fees. See Item 27 for vote. Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 31. 21-1650 Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract between the Department of State Health Services and the Corpus Christi-Nueces County Public Health District in the amount of$48,345.00 with a City match of$9,669.00 for the period January 1, 2022, through December 31, 2022, to provide tuberculosis prevention and control services under the Health Grant. See Item 27. City of Corpus Christi Page 14 Printed on 1211012021 City Council Meeting Minutes December 7,2021 Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 32. 21-1413 Ordinance authorizing Amendment No. 1 of$4,727,170.00 to Contract with Texas Department of State Health Services which provides $18,073,609.00 for COVID-19 Vaccination services provided May 14, 2021, through June 30, 2024, to be used to increase, train, and monitor vaccine sites and providers; and appropriating the funds in the Health Grant Fund. See Item 27. Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 33. 21-1659 Ordinance Approving the Calendar Year 2022 Annual Audit Plan to be implemented by the City Auditor's Office See Item 27. Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 P. BRIEFINGS: (ITEMS 34 - 35) 34. 21-1656 Harbor Del Sol Marina Update Mayor Guajardo referred to Item 34. Assistant City Manager Neiman Young presented information on the following topics: Marina Del Sol (location); pre-hurricane Hanna; post-hurricane Hanna; sunken boat map; and Way Forward. Council Members, Assistant City Manager Young, City Attorney Miles Risley and City Manager Peter Zanoni discussed the following topics: many of the owners of the sunken boat slips are absentee; sunken boats are difficult to identify; the new owner of the marina is planning to clean up the sunken vessels; and the new owner's goal is to have access to the entire property. 35. 21-1730 Briefing on Game Rooms in Corpus Christi. Mayor Guajardo referred to Item 35. City of Corpus Christi Page 15 Printed on 1211012021 City Council Meeting Minutes December 7,2021 Assistant Police Chief Todd Green presented information on the following topics: game room; map of game rooms throughout the city; background; legal issues related to game rooms; are game rooms legal; game rooms enforcement in Corpus Christi; why are game rooms still operating if they are operating illegally; what regulations can Nueces County establish restricting game rooms; can the city have a role in county regulations regarding game rooms; Bingo industry; and recommendations. Council Members, Assistant Police Chief Green and Police Chief Mike Markle discussed the following topics: the primary ordinance has to be passed by the County and the City will comply; there have been 96 investigations since 2015; the District Attorney is accepting prosecution of these cases; and there are about 80 to 90 game rooms within the City limits. Q. EXECUTIVE SESSION: None R. WRITTEN PRESENTMENT OF CITIZEN INITIATIVE FOR FUTURE CITY COUNCIL ACTION IF REQUESTED BY CITY COUNCIL (ITEM 36) 36. 21-1660 Written presentment of citizen initiative for future Council Action if requested by City Council. Mayor Guajardo referred to Item 36. No action was taken. City Secretary Rebecca Huerta will provide the proponent with his petition page in 45 days. S. ADJOURNMENT There being no further business, Mayor Guajardo adjourned the meeting at 6:55 p.m. City of Corpus Christi Page 16 Printed on 1211012021 Sarah Brunkenhoefer From: CitySecretary Sent: Tuesday, December 7, 2021 10:53 AM To: Rebecca Huerta Cc: Sarah Brunkenhoefer; Norma Duran Subject: FW: [EXTERNAL]Public Input: 12-07-2021 -Jen Brown FYI. Thank you, AO fT7 Burla�a Executive Assistant Office of the City Secretary City of Corpus Christi 361-826-3105 From:Jotform <noreply@jotform.com> Sent:Tuesday, December 7, 202110:53 AM To:CitySecretary<CitySecretary@cctexas.com>; Norma Duran<NormaD2@cctexas.com> Subject: [EXTERNAL]Public Input: 12-07-2021-Jen Brown [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. J J Warning Replies to this n7essage uvill g©to returns@iotform.corn.If you are unsure this is correct please ,contact the Helpdesk at 826`-3766. Public Comment & Input Form Date of Meeting 12-07-2021 Name Jen Brown Address Street Address: 802 S. Carancahua St. City: Corpus Christi State/ Province:Texas Postal/Zip Code: 78401 Topic Historic Preservation Plan Agenda Item Number 21-1078 1 Describe Feedback: Dear City Council members: I am writing in support of adopting the new Historic Preservation Plan.As a practicing historian and member of the Landmark Commission, I can tell you that historic preservation is a win-win. Not only does it preserve our past, it also provides tax credits, strengthens tourism and local economies, and builds community by retaining our unique heritage. Corpus Christi is in dire need of an updated Historic Preservation Plan.The plan approved by the Landmark Commission and Planning Commission brings the city into the 21st century and aligns with the best practices set forth by the National Trust for Historic Preservation. Thank you for your consideration. Provide an email to receive a copy of your Lencorrinne@gmail.com submission. z Sarah Brunkenhoefer From: CitySecretary Sent: Tuesday, December 7, 2021 9:51 AM To: Rebecca Huerta Cc: Sarah Brunkenhoefer; Norma Duran Subject: FW: [EXTERNAL]Public Input: 12-07-2021 -Jillian Becquet FYI. Thank you, fTfJ &moa Executive Assistant Office of the City Secretary City of Corpus Christi • 361-826-3105 From:Jotform <noreply@jotform.com> Sent:Tuesday, December 7, 20218:42 AM To:CitySecretary<CitySecretary@cctexas.com>; Norma Duran <NormaD2@cctexas.com> Subject: [EXTERNAL]Public Input: 12-07-2021 -Jillian Becquet [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] Warning:Replies to this message will go to returns @tformpcom. If you are unsure this is correct please contact the Helpdesk at 826-3766. Public Comment & Input Form Date of Meeting 12-07-2021 Name Jillian Becquet Address Street Address: 6313 N Washam City: Corpus Christi State/ Province:TX Postal/Zip Code: 78414 Topic Historic Preservation Plan Agenda Item Number 24 1 Describe Feedback: Examples from across the nation have shown Historic Preservation to enrich not only the lives of the locals and to attract visitors, but to be economically impactful. Corpus Christi's lack of focus on actively supporting Historic Preservation has meant business owners missing out on incentives to pursue the use of historic spaces, and locals not learning to love the place they live and realize and invest in its rich history. We need you to not only approve the Preservation plan but to support it as we undertake this work in the coming years. In my 6 years on the Landmark Commission I saw a preservation movement grow and gain momentum in front of my eyes. By the end of my time there in '20,we'd received multiple grants from THC and knew the Plan would be the next step to move the city forward. There are already 100s of people who have expressed interest in supporting the work called for in this plan,and we look forward to getting started earnestly with the HPP guiding our efforts. Provide an email to receive a copy of your iillianbecquet@gmail.com submission. 2 Sarah Brunkenhoefer From: CitySecretary Sent: Tuesday, December 7, 2021 10:22 AM To: Rebecca Huerta Cc: Sarah Brunkenhoefer; Norma Duran Subject: FW: [EXTERNAL]Public Input: 12-07-2021 - Charlotte Pitts FYI Thank you, fTAI Bare" Executive Assistant Office of the City Secretary City of Corpus Christi • 361-826-3105 From:Jotform <noreply@jotform.com> Sent:Tuesday, December 7, 202110:21 AM To: CitySecretary<CitySecretary@cctexas.com>; Norma Duran <NormaD2@cctexas.com> Subject: [EXTERNAL]Public Input: 12-07-2021 -Charlotte Pitts [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. Warning: Replies to this message will go to Leturns@igtform.com.If you are unsure this is correct please contact the Helpdesk at 826-3766. Public Comment & Input Form Date of Meeting 12-07-2021 Name Charlotte Pitts Address Street Address: 4409 Aspen Street City: Corpus Christi State/ Province: Texas Postal /Zip Code: 78411 Topic Historic Preservation Plan Agenda Item Number 24 1 r Describe Feedback: Dear Council Members: I am writing to express my wholehearted support of the new City of Corpus Christi Historic Preservation Plan. This plan is a win-win for every person who resides in our city because it benefits our citizens through expansion of our historical infrastructure which will prove to be a boom to our city. It also will benefit the business community because it will enhance our tourist-industry base. Since tourism is a major revenue source in this area, it is in our interest to utilize all of our resources, and that's exactly what this plan does. Thank you for your consideration and hopefully for your support in this positive step forward for our wonderful city. Provide an email to receive a copy of your char.moose95@yahoo.com submission. 2 Sarah Brunkenhoefer From: CitySecretary Sent: Tuesday, December 7, 2021 10:30 AM To: Rebecca Huerta Cc: Sarah Brunkenhoefer; Norma Duran Subject: FW: Public Input: 12-07-2021 - Lesley Lomax FYI. Thank you, r17 D&Iftr." j. . Executive Assistant Office of the City Secretary City of Corpus Christi 361-826-3105 From:Jotform <noreply@jotform.com> Sent:Tuesday, December 7, 202110:29 AM To:CitySecretary<CitySecretary@cctexas.com>; Norma Duran <NormaD2@cctexas.com> Subject: Public Input: 12-07-2021 - Lesley Lomax [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] Warning:Replies to this message wilt go to returnsjotform com.If you are unsure this is correct please contact the Helpdesk at 826-3766. Public Comment & Input Form Date of Meeting 12-07-2021 Name Lesley Lomax Address Street Address: 432 Bermuda Place City: Corpus Christi State/ Province: Texas Postal /Zip Code: 78411 Topic City of Corpus Christi Historic Preservation Plan Agenda Item Number 21-1078 1 Describe Feedback: Good afternoon Council! My name is Lesley Lomax and I'd like to express my full support of the agenda item 21-1078, City of Corpus Christi Historic Preservation Plan. Preserving our communities' historic buildings, neighborhoods and areas, is a form of civic pride, and a way to educate current and future generations on our beautiful city. The strategies and clear goals on the City of Corpus Christi Historic Preservation Plan will help economic development as well as elevate our tourism. My experience with working on the former Greyhound bus station downtown, makes me optimistic that many more of these historic buildings in Corpus Christi can not only be saved, but certainly thrive. Thank you for your time today,and thank you for all that you do to support our Corpus Christi! Provide an email to receive a copy of your lesley@barunderthesun.com submission. i Sarah Brunkenhoefer From: CitySecretary Sent: Tuesday, December 7, 2021 10:52 AM To: Rebecca Huerta Cc: Sarah Brunkenhoefer; Norma Duran Subject: FW: [EXTERNAL]Public Input: 12-07-2021 - Stephen Doolan FYI. Thank you, Al Bu'8aa Executive Assistant Office of the City Secretary City of Corpus Christi 361-826-3105 From:Jotform <noreply@jotform.com> Sent:Tuesday, December 7, 202110:50 AM To: CitySecretary<CitySecretary@cctexas.com>; Norma Duran <NormaD2@cctexas.com> Subject: [EXTERNAL]Public Input: 12-07-2021-Stephen Doolan [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. Warning Replies to this message rnrill go tc�returns@iotfdrm.com.if you are unsure this is correct;please contact the Helpdesk at 826=,3766: !o-P Public Comment & Input Form Date of Meeting 12-07-2021 Name Stephen Doolan Address Street Address: 338 Laurel Dr. City: Corpus Christi State/ Province:TX Postal/Zip Code: 78404 Topic Rezoning for Carwash Agenda Item Number General Public Comment 1 Describe Feedback: It is my understanding that the council is considering rezoning a property on S.Alameda (near Glazebrook)so that a car wash can be built and operated. I am writing to express my opposition to this rezoning and to encourage the city council to reject this rezoning.A car wash would negatively affect our neighborhood due to the sound pollution and traffic it would bring. Corpus Christi is not short on car washes, and if individuals would like to wash their cars,they can certainly do it elsewhere without the negative impacts to our neighborhood. Thank you for taking this comment into consideration. 2 S 00 Oki U AGENDA MEMORANDUM NCOgp00.Pt' 1852 First Reading for the City Council Meeting of December 7, 2021 Second Reading for the City Council Meeting of December 14, 2021 DATE: December 7, 2021 TO: Peter Zanoni, City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3935 Acceptance of four grants totaling $189,547.47 from the Texas Office of the Governor– Homeland Security Grant Division CAPTION: Ordinance authorizing the acceptance of four grants totaling $189,547.47 from the Texas Office of the Governor—Homeland Security Grant Division, Homeland Security Grant Program which include Bomb Squad Portable Detection for $70,940.40, Hazmat Response Enhancement for $34,950.22, Corpus Christi Police Department Special Weapons and Tactics Enhancement for $54,952.05, and Bomb Squad Safety Enhancement for $28,704.80; and appropriating $189,547.47 in the FY 2022 Fire Grants Fund. SUMMARY: This ordinance authorizes the acceptance and appropriation of four grants totaling $189,547.47 from the Homeland Security Grant Program (HSGP) State Homeland Security Program (SHSP). The equipment that will be provided through these grants will support local and state efforts to prevent terroristic and catastrophic events and prepare for the threats and hazards that pose the greatest risk to the security of Texas citizens. BACKGROUND AND FINDINGS: Since 2002, the Corpus Christi Fire Department (CCFD) has submitted grant applications to the HSGP on behalf of the CCFD and other City departments. The HSGP is a federal grant program that is managed by the State and administered through the Coastal Bend Council of Governments, which is a volunteer association of local governments and other public and private entities. The awarding agency is the U.S. Department of Homeland Security, Federal Emergency Management Agency (FEMA). The Coastal Bend Council of Governments (CBCOG) administers the applications for the Public Safety Office (PSO) and sends a priority listing to them based on the Homeland Security Advisory Committee's scoring of the applications. The State Homeland Security Program funds are shared between the Coastal Bend region, which includes 11 counties. For the 2021 grant year, 19 applications were submitted and $2,440,288.38 was requested as a region. However, only $754,986.64 was conditionally approved by the State, and the City of Corpus Christi was awarded $189,547.47. In FY 2021, the City of Corpus Christi was awarded five grants totaling $332,809.19 from the Homeland Security Grant Program. For FY 2022, CCFD applied for six different projects totaling $698,797.00, however, only four of the six were awarded, totaling $189,547.47. SHSP Awards for Past Five Years* 2021 SHSP $ 189,547.47 2020 SHSP $ 332,809.19 2019 SHSP $ 333,666.41 2018 SHSP $ 85,124.28 2017 SHSP $ 141,817.88 2016 SHSP $ 280,108.79 *2016-2020 The grant funding being awarded will provide increased protection for the bomb technicians, Special Weapons and Tactics (SWAT) team, and Hazmat team. It also will provide vital, updated equipment to the responders, which will enhance the teams' capabilities. The teams will be able to respond to high-risk incidents more quickly and effectively, which also increases the level of protection for the community. The City has received these grants for the last 19 years. ALTERNATIVES: The alternative to accepting these grants would be to decline grant awards and seek alternative funding. FISCAL IMPACT: Acceptance of four grants totaling $189,547.47 for Bomb Squad Portable Detection for $70,940.40, Hazmat Response Enhancement for$34,950.22, Corpus Christi Police Department SWAT Enhancement for$54,952.05, and Bomb Squad Safety Enhancement for$28,704.80 and appropriating into the FY 2022 1062 Fire Grants Fund. Neither a cash match nor an in-kind match is required for this grant. Funding Detail: Fire Grants Fund: 1062 Organization/Activity: 821266F, 821267F, 821268F, 821269F Mission Element: 093 Project # (CIP Only): N/A Account: 520090 — Minor Tools and Equipment Amount: $189,547.47 RECOMMENDATION: Staff recommends approval of this ordinance to accept and appropriate four grants totaling $189,547.47 for the purchase of terrorism prevention equipment, as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance, Presentation Ordinance authorizing the acceptance of four grants totaling $189,547.47 from the Texas Office of the Governor—Homeland Security Grant Division, Homeland Security Grant Program which include Bomb Squad Portable Detection for $70,940.40, Hazmat Response Enhancement for $34,950.22, Corpus Christi Police Department Special Weapons and Tactics Enhancement for $54,952.05, and Bomb Squad Safety Enhancement for$28,704.80; and appropriating $189,547.47 in the FY 2022 Fire Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: Section 1. The City Manager or designee is authorized to execute all documents necessary to accept four grants totaling of $189,547.47 from the Texas Office of the Governor — Homeland Security Grant Division, Homeland Security Grant Program for Bomb Squad Detection for $70,940.40, AET Hazmat Response Enhancement for $34,950.22, AET-CCPD SWAT Enhancement for $54,952.05, and AET-Bomb Squad Safety Enhancement for $28,704.80 Section 2. $189,547.47 from the Texas Office of the Governor— Homeland Security Grant Division, Homeland Security Grant Program is appropriated into the No. 1062 Fire Grants Fund. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma That the foregoing ordinance was read for the second time and passed finally on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of ) 2021. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Acceptance of Four Grants Totaling $189,547.47 from the Texas Office of the Governor-Homeland us C j �I Security Grant Division FIRE DEPARTMENT December 7, 2021 • Corpus Christi Fire Department (CCFD) has submitted for this grant since 2002. • CCFD submits the grant applications on behalf the department and other City departments. • CCFD was awarded $189,547.47 for a total of four projects. • This year's award will fund projects that will increase capabilities for the bomb team, SWAT team, and HAZMAT team. • It will provide updated equipment to responders that will enhance response to high-risk incidents which also increases the level of protection for the community. se G� O'1PH +-� H P AGENDA MEMORANDUM oRPORPg4 Public Hearing & First Reading Ordinance for the City Council Meeting 12/07/21 1852 Second Reading Ordinance for the City Council Meeting 12/14/21 DATE: October 8, 2021 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 Rezoning a property at or near 8902 State Highway 44 CAPTION: Zoning Case No. 1021-02, BHHN, LLC.: (District 3) Ordinance rezoning property at or near 8902 State Highway 44 from the"RS-6"Single-Family 6 District to the"IC" Industrial Compatible District. (3/4 vote to approve) SUMMARY: The purpose of the rezoning request is to allow for the construction of a warehouse. BACKGROUND AND FINDINGS: The subject property totals 3.31 acres in size and is currently zoned "RS-6" Single-Family 6 District and consists of a vacant tract and was annexed in 1962. To the north are vacant properties and a few single-family homes zoned "RS-6" Single-Family 6 District. To the south and across State Highway 44 are vacant industrial properties recently rezoned to "IL" Light Industrial District and "IC" Industrial Compatible District. To the east are vacant properties zoned "RS-6" Single- Family 6 District, "FR" Farm Rural District, and "IL" Light Industrial District. To the west vacant and industrial properties zoned "RS-6" Single-Family 6 District and "IL" Light Industrial District. Conformity to City Policy The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for an agricultural use. The proposed rezoning is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. The property is designated with a future land use of Agriculture/ Rural Enterprise. As per Plan CC, this land is intended to be used for single-family homes on very large lots or associated with rural enterprise uses, agricultural uses, vacant land that has not previously been developed, and small business clusters that serve a rural population. The proposed warehouse use is compatible with the adjoining properties and does not have a negative impact upon adjacent properties. The requested use of Warehousing within the "IC" District is compatible in a one-to-one ratio with the FAR requirements in the"IC" District. However, there are other uses allowed in the "IC" District that are incompatible with the AICUZ Overlay. Incompatible uses include Waste-Related Services, Truck stop with overnight accommodations, Fairgrounds, and a Vocational, trade or business school. By-products of some of these uses that are a priority to be aware of as listed in the Joint Land Use Study (JLUS) are vibration, dust, smoke, steam, air quality, etc. The AICUZ Overlay over the subject property has been established to protect the proposed runways that were included in the Corpus Christi International Airport Masterplan (adopted 2007). The subject property is in the path of a proposed runway. The proposed runway does not have a timeline for construction, and much of the land is still under private ownership. Public Input Process Number of Notices Mailed 23 within 200-foot notification area 6 outside notification area As of October 14, 2021: In Favor In Opposition 0 inside notification area 1 inside notification area 1 outside notification area 0 outside notification area Totaling 4.42% of the 200-foot notification area* is in opposition. 'Created by calculating the area of land immediately adjoining the subject property and extending 200-foot therefrom.The opposition is totaled by the total area of land that each individual property owner owns converted into a percentage of the total 200-foot notification area. Notified property owner's land in square feet/Total square footage of all property in the notification area=Percentage of public opposition ALTERNATIVES: 1. Denial of the zoning from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District. 2. Approval of the rezoning from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District. (3/4 vote required) FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: The Planning Commission recommended denial of the zoning to the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District in lieu thereof Approval of the "CC/SP" Commercial Compatible District with a Special Permit and subject to conditions on October 13, 2021. Denial of the "IC" District in lieu of "CC/SP" District with Special Permit 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by UDC in Section 5.1.5.13 "Warehouse and Freight Movement" and regulated per Section 4.8.2 "Permitted Uses" of the UDC. Additionally, outdoor storage is prohibited. 2. Setback: A setback at a minimum of 20 feet shall be maintained from any residential property. No buildings, dumpsters, and/or compactors shall be allowed within the setback. 3. Buffer Yard: When adjacent to the "RS-6" Single-Family 6 District, the buffer yard requirement shall be 15-feet and 15 points as per Section 7.9.5 of the UDC. 4. Lighting: All lighting must be shielded and directed away from abutting residences and nearby streets. Cut-off shields are required for all lighting. No light projection is permitted beyond the property line. 5. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. Outside paging, speakers, telephone bells, or similar devices are prohibited. 6. Hours of Operation: The hours of operation shall be daily from 6:00 AM to 9:00 PM. 7. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 8. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 24 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months Vote Count: For: 8 Opposed: 0 Absent: 1 Abstained: 0 Staff recommends approval of the "RS-6/SP" Single-Family 6 District with a Special Permit. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 1021-02, BHHN, LLC.: (District 3) Ordinance rezoning property at or near 8902 State Highway 44 from the "RS-6" Single-Family 6 District to the "CC/SP" Commercial Compatible District with a Special Permit WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property described as being a 4.31 acre tract out of the G.H. McLeroy 40 acre tract out of Survey 402, Abstract 988, Nueces County, Texas, as shown in Exhibit "A": from the "RS-6" Single-Family 6 District to the "CC/SP" Commercial Compatible District with a Special Permit The subject property is located at or near 8902 State Highway 44. Exhibit A, which is the Metes and Bounds of the subject property with an associated map attached to and incorporated in this ordinance. SECTION 2. The Special Permit granted in Section 1 of this ordinance authorizes the uses subject to the conditions listed below: 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by UDC in Section 5.1.5.B "Warehouse and Freight Movement" and regulated per Section 4.8.2 "Permitted Uses" of the UDC. Additionally, outdoor storage is prohibited. 2. Setback: A setback at a minimum of 20 feet shall be maintained from any residential property. No buildings, dumpsters, and/or compactors shall be allowed within the setback. 3. Buffer Yard: When adjacent to the "RS-6" Single-Family 6 District, the buffer yard requirement shall be 15-feet and 15 points as per Section 7.9.5 of the UDC. 4. Lighting: All lighting must be shielded and directed away from abutting residences and nearby streets. Cut-off shields are required for all lighting. No light projection is permitted beyond the property line. 5. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. Outside paging, speakers, telephone bells, or similar devices are prohibited. 6. Hours of Operation: The hours of operation shall be daily from 6:00 AM to 9:00 PM. 7. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 8. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 24 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 7. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 8. This ordinance shall become effective upon publication. Page 2 of 5 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma That the foregoing ordinance was read for the second time and passed finally on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of ) 2021. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Page 3 of 5 Exhibit A STATE OF TEXAS COUNTY OF NUECES FIELD NOTES FOR A 3.31 ACRE TRACT OUT 01 k 4.31 ACRE I R A 1 01-r OF THE G.H-MC LEROY FORTY(40)ACRE"I`RACT-01 I i aI SURI'FY f 4Rs' NUECES COUNTY,TEXAS SAID 4-31 ACR1 1 F'S AND BOUNDS IN WARRANTY DEED DA`6 E UNDER CLERIC'S FILE NO. 160941,VOLUMi t+, !,a , ;, W. t:l: i'y -lF NUECES COUNTY.TEXAS SFGINNING AT.AN TRON R+ r Fly[ I IF NORTHEAST CORNER OF SAID 4.31 It F TRACT rA I r, ORNER OF A.3.0 ACRE TRACT OF ! C1ti t I 1 1101 CLARKWOOD,BY G H.MC LEROY BY f ! . I . ORT)FT)IN VOLUME 660,PAGE 334,OF THE THEN C! 1-199 DEGREL'�41 MIN LITE S 20 SECONDS N EST ALONG THE NORTH BOL%,: F SAID 4.31 ACRES FOR A DISTANCE OF 36;99 FEE T.'TO A 5!8 INCH IRON H( 1 FOR A NORT'11 COKNFR OF THIS TRACT. THENCE ,OUTM 00 DEGREES 09 MINUTES 40 SECONDS WEST FOR A DISTANCE OF 114.63 FEET TO A 518 INCH IRON ROD SET AN INTERIOR CORNER OFTHIS TRACT; THENCE NORTH 81 DEGREES 41 MINUTES 20 SECONDS%kT_ST FOR A DISTANCE OF 350.0 FEET TO A 518 INCH IRON ROD SET FOR THE NORTHWEST CORNERS OF THIS TRACT; THENCE SOUTH 00 DEGREES 03 MINUTES 40 SECONDS WEST FOR A DISTANCE OF 140.37 FEET.TO A STATE RIGHT-OF WAY MONUMENT FOUND,FOR THE SOUTHWEST CORNER OF TMS TRACT; THENCE SOUTH 8I DEGREES 41 MRAI "ES 20 SECONDS EAST ALONG THE NORTH RIGHT'-OF-WAY LINE OF STATE HIGHWAY NO.44,FOR A DISTANCE OF 736.99 FEET TO A STATE RIGHT-0F-WAY MONUMENT FOUND.FOR THE SOUTHEAST CORNER OF SAID TRACT; THENCE NORTH 00 DEGREES 09 MINUTES 40 SECONDS EAST FOR A DISTANCE OF 253.02 FEET TO THE POINT'OF BEGINNING,CONTAINING.3 31 ACRES OF LAND MORE OR LESS. ' JR'Ar .Tlr,���,�. Page 4 of 5 $-c2 o. cattts,rrrmfMs s� FMI, z W u.o > yn N r yin 06, 31 za a ` .UCr1�' LL" nese�cvaru a�e var®cem � O � .fP'�rr wan mn,WS 'A 133N1S XS)7M r * C 6 7 ' x K I .IG55Z 3.AI:60.41TY `��YI`Jaw I5 lP1AYLtl Page 5 of 5 Case No. 1021-02, BHHN, LLC.: (District 3) Ordinance rezoning property at or near 8902 State Highway 44 from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property described as being a 4.31 acre tract out of the G.H. McLeroy 40 acre tract out of Survey 402, Abstract 988, Nueces County, Texas, as shown in Exhibit "A": from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District The subject property is located at or near 8902 State Highway 44. Exhibit A, which is the Metes and Bounds of the subject property with an associated map attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 2 of 5 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma That the foregoing ordinance was read for the second time and passed finally on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of ) 2021. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Page 3 of 5 Exhibit A STATE OF TEXAS COUNTY OF NUECES FIELD NOTES FOR A 3.31 ACRE TRACT OUT 01 k 4.31 ACRE I R A 1 01-r OF THE G.H-MC LEROY FORTY(40)ACRE"I`RACT-01 I i aI SURI'FY f 4Rs' NUECES COUNTY,TEXAS SAID 4-31 ACR1 1 F'S AND BOUNDS IN WARRANTY DEED DA`6 E UNDER CLERIC'S FILE NO. 160941,VOLUMi t+, !,a , ;, W. t:l: i'y -lF NUECES COUNTY.TEXAS SFGINNING AT.AN TRON R+ r Fly[ I IF NORTHEAST CORNER OF SAID 4.31 It F TRACT rA I r, ORNER OF A.3.0 ACRE TRACT OF ! C1ti t I 1 1101 CLARKWOOD,BY G H.MC LEROY BY f ! . I . ORT)FT)IN VOLUME 660,PAGE 334,OF THE THEN C! 1-199 DEGREL'�41 MIN LITE S 20 SECONDS N EST ALONG THE NORTH BOL%,: F SAID 4.31 ACRES FOR A DISTANCE OF 36;99 FEE T.'TO A 5!8 INCH IRON H( 1 FOR A NORT'11 COKNFR OF THIS TRACT. THENCE ,OUTM 00 DEGREES 09 MINUTES 40 SECONDS WEST FOR A DISTANCE OF 114.63 FEET TO A 518 INCH IRON ROD SET AN INTERIOR CORNER OFTHIS TRACT; THENCE NORTH 81 DEGREES 41 MINUTES 20 SECONDS%kT_ST FOR A DISTANCE OF 350.0 FEET TO A 518 INCH IRON ROD SET FOR THE NORTHWEST CORNERS OF THIS TRACT; THENCE SOUTH 00 DEGREES 03 MINUTES 40 SECONDS WEST FOR A DISTANCE OF 140.37 FEET.TO A STATE RIGHT-OF WAY MONUMENT FOUND,FOR THE SOUTHWEST CORNER OF TMS TRACT; THENCE SOUTH 8I DEGREES 41 MRAI "ES 20 SECONDS EAST ALONG THE NORTH RIGHT'-OF-WAY LINE OF STATE HIGHWAY NO.44,FOR A DISTANCE OF 736.99 FEET TO A STATE RIGHT-0F-WAY MONUMENT FOUND.FOR THE SOUTHEAST CORNER OF SAID TRACT; THENCE NORTH 00 DEGREES 09 MINUTES 40 SECONDS EAST FOR A DISTANCE OF 253.02 FEET TO THE POINT'OF BEGINNING,CONTAINING.3 31 ACRES OF LAND MORE OR LESS. ' JR'Ar .Tlr,���,�. Page 4 of 5 $-c2 o. cattts,rrrmfMs s� FMI, z W u.o > yn N r yin 06, 31 za a ` .UCr1�' LL" nese�cvaru a�e var®cem � O � .fP'�rr wan mn,WS 'A 133N1S XS)7M r * C 6 7 ' x K I .IG55Z 3.AI:60.41TY `��YI`Jaw I5 lP1AYLtl Page 5 of 5 PLANNING COMMISSION FINAL REPORT Case No. 1021-02 INFOR No. 21ZN1036 Planninc Commission Hearin Date: October 13, 2021 Owner: BHHN, LLC. Applicant: BHHN, LLC. aLocation Address: 8902 State Highway 44 J '� Legal Description: Being a 4.31 acre tract out of the G.H. McLeroy 40 acre mod ami tract out of Survey 402, Abstract 988, Nueces County, Texas, located along o the north side of State Highway 44, east of South Clarkwood Road, and west of Bockholt Drive. From: "RS-6" Single-Family 6 District To: "IC" Industrial Compatible District No Area: 3.31 acres Purpose of Request: To allow for the construction of a warehouse. Existing Zoning District Existing Future Land Use Land Use Site "RS-6" Single-Family 6 Vacant Agricultural c Vacant and North "RS-6" Single-Family 6 Low Density Medium Density .o Residential Residential NIC""IC" Industrial Compatible Vacant Agricultural c J and IL Light Industrial n "RS-6" Single-Family 6, w East "FR" Farm Rural, Vacant Light Industrial and "IL" Light Industrial "RS-6" Single-Family 6 Medium Density West and "IL" Light Industrial ]_Vacant Residential Area Development Plan: The subject property is located within the boundaries 06 cn of the Northwest Area Development Plan and is planned for an agricultural use. M c The proposed rezoning to the "IC" Industrial Compatible District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an a _o amendment to the Future Land Use Map. Q City Council District: 3 Zoning Violations: None c Transportation and Circulation: The subject property has approximately 740 feet of street frontage along State Highway 44 which is designated as a "F1" C Freeway/Expressway. According to the Urban Transportation Plan, a "Local/Residential" Streets can convey a capacity between 60,000 to 200,000 L Average Daily Trips (ADT). Staff Report Page 2 Urban Proposed Existing Traffic Street Transportation Plan Section Section Volume � p Type d State400' ROW 325' ROW Not Highway 44 Local/Residential Varies paved 120' paved Available Staff Summary: Development Plan: The subject property is 3.31 acres in size. The applicant is proposing a warehouse. Existing Land Uses & Zoning: The subject property is currently zoned "RS-6" Single- Family 6 District and consists of a vacant tract and was annexed in 1962. To the north are vacant properties and a few single-family homes zoned "RS-6" Single-Family 6 District. To the south and across State Highway 44 are vacant industrial properties recently rezoned to "IL" Light Industrial District and "IC" Industrial Compatible District. To the east are vacant properties zoned "RS-6" Single-Family 6 District, "FR" Farm Rural District, and "IL" Light Industrial District. To the west vacant and industrial properties zoned "RS-6" Single-Family 6 District and "IL" Light Industrial District. AICUZ: As part of the Naval Air Station-Corpus Christi (NAS-CC's) Joint Land Use Study (JLUS), AICUZs has been identified for proposed CCIA runway, and the subject property is in both the APZ-I and APZ-II. As part of the NAS-CC's JLUS, the City created two new zoning districts to increase land use compatibility around the runways. Those districts are the "IC" Industrial Compatible District and the "CC" Commercial Compatible District. These new districts were intended for properties within an AICUZ. An ideal zoning district for this use is the "IC" district. The proposed use of warehousing is allowed a Maximum Floor to Area Ratio (FAR) of 1.00. Plat Status: The property is not platted. Utilities: Water: 2-inch PVC line located along Rusk Street. Wastewater: 8-inch VCP line located along Rusk Street. Gas: 2-inch Service Line located along Rusk Street. Storm Water: 30-inch line located along South Clarkwood Road. Plan CC &Area Development Plan Consistency: The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for an agricultural use. The proposed rezoning to the "IC" Industrial Compatible District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. The following policies should be considered: • Promote the stabilization, revitalization, and redevelopment of older neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). Staff Report Page 3 • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Protect the Corpus Christi International Airport by discouraging heavy industrial uses from locating under flight approach zones. The primary airport approach flight path is located over the Annaville/Calallen areas in a southeast-northwest direction. The plan recommends residential and light industrial uses in these underlying areas. (Northwest Area Development Plan, Land Use Policy Statement (h)) • Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. (Future Land Use, Zoning, and Urban Design Policy Statement 1). Department Comments: • The proposed rezoning is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. The property is designated with a future land use of Agriculture/ Rural Enterprise. As per Plan CC, this land is intended to be used for single-family homes on very large lots or associated with rural enterprise uses, agricultural uses, vacant land that has not previously been developed, and small business clusters that serve a rural population. • The proposed warehouse use is compatible with the adjoining properties and does not have a negative impact upon adjacent properties. • The requested use of Warehousing within the "IC" District is compatible in a one-to- one ratio with the FAR requirements in the "IC" District. However, there are other uses allowed in the "IC" District that are incompatible with the AICUZ Overlay. Incompatible uses include Waste-Related Services, Truck stop with overnight accommodations, Fairgrounds, and a Vocational, trade or business school. By-products of some of these uses that are a priority to be aware of as listed in the Joint Land Use Study (JLUS) are vibration, dust, smoke, steam, air quality, etc. • The AICUZ Overlay over the subject property has been established to protect the proposed runways that were included in the Corpus Christi International Airport Masterplan (adopted 2007). The subject property is in the path of a proposed runway. The proposed runway does not have a timeline for construction, and much of the land is still under private ownership. Planning Commission and Staff Recommendation (October 13, 2021): Denial of the change of zoning from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District, in lieu thereof approval of the "CC/SP" Commercial Compatible District with a Special Permit and subject to the following conditions: 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by UDC in Section 5.1.5.13 "Warehouse and Freight Movement" and regulated per Section 4.8.2 "Permitted Uses" of the UDC. Additionally, outdoor storage is prohibited. Staff Report Page 4 2. Setback: A setback at a minimum of 20 feet shall be maintained from any residential property. No buildings, dumpsters, and/or compactors shall be allowed within the setback. 3. Buffer Yard: When adjacent to the "RS-6" Single-Family 6 District, the buffer yard requirement shall be 15-feet and 15 points as per Section 7.9.5 of the UDC. 4. Lighting: All lighting must be shielded and directed away from abutting residences and nearby streets. Cut-off shields are required for all lighting. No light projection is permitted beyond the property line. 5. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. Outside paging, speakers, telephone bells, or similar devices are prohibited. 6. Hours of Operation: The hours of operation shall be daily from 6:00 AM to 9:00 PM. 7. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 8. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 24 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Number of Notices Mailed — 23 within 200-foot notification area. 6 outside notification area As of October 14, 2021: In Favor — 0 inside notification area c — 0 outside notification area 0 In Opposition — 1 inside notification area UZ — 0 outside notification area 0 z Totaling 4.42% of the land within the 200-foot notification area in opposition. a- *Created by calculating the area of land immediately adjoining the subject property and extending 200-foot therefrom. The opposition is totaled by the total area of land that each individual property owner owns converted into a percentage of the total 200-foot notification area. Notified property owner's land in square feet /Total square footage of all property in the notification area = Percentage of public opposition Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) Staff Report Page 5 u =77]W C9 O U m a EKLUND AVE CL rn 2 dob a y z '� Z4 22 3 6 � T � C+ 1 ; 13 – 23 169 2T 6 O CE SUBJECT 181 A Is s PROPERTY HWY44 ACCESS n HWY44FWY H W Y 44"FW C� HWY 44 ACCESS O O IL IC If_ SPI14-63 Q .J oae C---- :: srauaa 0 7 5 2$0paed RY R Feer DEpar —t of D. p—5erpc Case # 1421-42 \ ZONING & NOTICE AREA RM-1 Multifamily 1 IL Light Industrial \ RM-2 Multifamily Z UA Heavy Ind—trial "BJEC T' RM-3 Multifamily3 PUD PI=tMit rev.Overlay QN Professional Office RS 10 5irtgle-Famiy 10 "PROPER RANT Multlfam i ly AT R5i 5ingk-Familyfi ~- CN-1 Neighborhood Commercial RS-4.5 Singl�Family 4.5 CN-2 Neightmrhood Commercial RS-TF Two-Family AM CR-1 Resort Commercial RS 15 Singlz-Family 15 L--- CR-2 Resort Commercial RE Reside Mlal Estate CG-1 Ge�reral C.ummeec ial RS-TH TawnMuse Corpus hr:.v:•:=: CCr2 Cw .neral Canmerc'aI 5P 5Pecial P—i, CI Mensive Caomerclal RV Recreational Yehick Party GBf] f}mmtown Comme mial CR- Resort C--inial RMH Manufactured Home n a FR Farm Rural , •\ H Hhtoric 0verhy V ---'L. \ BP Business Park Mh M'buuferY OA rales u y \ uty0f 4°aa�,,e°,�°hWMk x PP-M- LOCATION MRP Christi a \ Staff Report Page 6 Persons wdh doa4siRie's piannrrig to spend ihes rr,eetrrg, wincr rreay require sWial Sary es are uefled to contact me Development sort Deparlrnont at feast 40 hours in advance at 13611 B2t•3240 Pg�n xa.xpn.nrapa��at�m true trepan to ptencOrt de astster a est,*rurita„y Mumma a erwcraa,exoe�raollsa_sa tea que den av,�.4$ha*a�arte,5 09 ia,un$ell9monda a1 demartaman@4 gg Serviggs SM M"rf4tt�= t Jilalt t lv"l).92Srr 24fi� It you wish 10 address the commission during the meMing and your Er`g4esh a hmrted,pileaee calf the Development Servioss Depadment at Of,', 82ti-3240 at least 49+wars n advance to mquest an interpreter be present during I0e mnalv+g S uftg deses dumine a to t Wnawiaaion kr u ltsat u ti l' atxliladst f it [�..!l . r clw�parttarnent4 mr—®s doarr0k al iamsm Mil e2e-3M W manor 4e h as antaiide Va tunla para sohutar un iniftfete serparesente durance la qta t _ CITY PLANNING COMMISSION OCT 12 2021 d PUBLIC HEARING NOTICE Rezoning Case No. 1021-02 tf9YSFLWTNir'`_.i BHHN,LLC.has vet tioned the City of Cofpus Christi to consider a change of zoning from the a RS-6'"Sinctle- Famihl B District to the "IC" Industrial Compatible District, resulting in a change to the f=uture Land Use Map. The proposed develop mo nt is warehouse. I ne property to he rezoned is described as. A property located at or near 8902 State Highway 44 and described as being a 4.31 acre tract out Of the/G.H. McLeroy 40 acre tract out of Survey 402,Abstract 988, Nueces County„Texas, located along the north side of State Highway 44,east of Soutn I,,;larkwood Load, and west of But kiivii UA ive. The Planning Commission may recommend to C t';Council approvat or denial, or approlal of an Intermediate zoning classification and/or Special Permit. Approval of a change of zoning, d Inconsistent with the City's Comprehensive Plan. will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning 'Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council. The public hearing will be held Wednesday, October 13, ?2ZL during one of the Planning Commission's regular meetings, which begins at 5:3p.m. In the City Council Chambers. 1201 Leopard Street You are invited to attend this public hearing to express your views on this rezoning request- For more information, alease call(361)825-3240 TO BE ON RECORD, THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNER(S)AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICE'S DEPARTMENT, P O. BOX 9277,CORPUS CH'RtSTI, T LXAS 76469-9277. ANY INFORMATION PROVIDED BELOW BECOMES PURI ll": RFC:nRn NOTE: In accordance with the Planning Commission By-Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal, either at home or office, or in person, by telephone call or by letter. Printed Narr(nt _ATS. t \ (�A Address `"14� L1�4 `t'nx- CilylState t I f1 I v)'IN FAVOR ( )IN OPPOSITION Phone; REASON Signatur SFE MAP ON int=WPSE srtf Ca*,No 1021-02 INFQR Case No 21ZN1036 Peolect Manager Andrew Duras Properly owner 10 0 Email Andm*D2Qoaexa+s corn Staff Report Page 7 Persons w4h dissmies plenimg 4.. o adMd this rneelirg.00 may retauanc SC9eCial servkee Brp rvwaeUEcd to 4:>nCa:l.Ins()evetopnram Services Depart ierit at least 48 noun in awance at(361)626-3240 �.^-as+:or-m pacdadrs aye leerier la ntantir4n de asl&u a r�fa unt__a enncius esneaates se les suplti�taus den ane+n 48 l]cras#nca5 de�Aunts liana^ 81 depanamorYv-_�_`servraos de desarotro._al nrlmero 381 826 K you wish le address the Correnr&aran during the meetrig am your English rs lima®d,pieaso cap the oeveWtnent Services DepartrneM al 1361) SM3240 at least 48 hours in advance to mutest an interpreter be Present dunng the mewtvrg %NAMO ggns gingirse a la�pmmratron dursn6lt Il Unll a y 5t1_irgles 44..Ott:�la�,r it 91 f al dedeltan+en CCa 2e c�e'v�CiOs�'e desa'fiWl[I al ririmeru C 1S }-3212 at n int 48 t1, es de l�rnia[rata saliciar ur onldrprsls ser oreserMe dunnte'� .. .. CITY PLANNING COMMISSION PUBLIC NEARING NOTICE Rezoning Case No. 1421-02 BHHN,LLC.has petitioned the City of Corpus Christi to consider a change of zoning from the"RS-6` Family 6 District to the"IC" Industrial CoMpAtible District resuffing In a change to the Future Land Use Map The proposed development is warehouse.Tl!p. property to be rezoned is described as A property located at or near 8902 State Highway 44 and described as being a 4.31 acre tract out of the G.H.McLeroy 40 acre tract out of Survey 442,Abstract 988, Nueces County,Texas,located along the north side of State Highway 44,cast of South Clarkwood Road,and west of Bockholt Drive, The Planning Commission may recommend to City Council approval or denial.or approval of an intermediate zoning classification andlor Special Permit. Approval of a change of zoning, if Inconsistent with the City's Comprehensive Plan,will also have the effect of amending the Comprehensive Plan to reflect the approved zoning The Planning Commission will conduct a public hearing for this rezoning request to discuss and. formulate a recommendation to the City Council. The public hearing will be held Wednesday,October 13, 2021, during one of the Planning Commission's regular meetings, which begins at 5:..30 p.m., in the City Council Chambers, 1201 Leopard Street You are invited to attend this public hearing to express your views on this rezoning request For more Information, please call(361)8213.3240. TO BE ON RECORD. THIS FORM MUST BE FILLED OUT. SIGNED BY THE CURRENT PROPERT'! OWNER(S)AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P O. BOX 9277,CORPUS CHRISTI,TEXAS 78469-9277 ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD NOTE: In accordance with the Planning Commission By-Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal,either at home or office,or in person, by telephone call or by letter, Printed Name: Ca ro 14gre r .r,t,.L. _ - -- Addrel3s ,J Cdyf State: C-pus arc.s�'F T r- ( } IN FAVOR rC4 IN OPPOSITION Phone: REASON' ,d,lh rx Jtwu3r lift l+l�rewss fh'Vd'hq 4+i � " 7A4'k�f7" 4 C{..�-1�+,: kd <)P)<I Rt sW{:arc+ :rG: e Y Au7�n.s+�w't.s. ar'+C. }1cCr(c:I. n C r'>..7` +`uinrv,ts.r atlry'•�ut "'C' tl.xrrrd. !nth the St� 'f b �a�5. rti'> I'�I/y A t(+ ,., 1prr i '1, 1 � Wrrta+ rash 1 1 i 7 J I �Y��r.i fiP..i i,r GA'd n¢z.l Fit AY' ��t. .a+r J r' c. ... r a•n 4 w,,,, t tYGrS. f wwr5 4t ��1+"S 141-1- "A �� ar':r 1 r �� wr..rf, -�t�,F�Ib,.�, �•,.� �,..,, �c It�� C...f0ft k4tjr kark �t" cc µk c t rlrr a teaal ae�� (cite lr c-ti�� be. 're.r f~fu a rd q wee a'MJ IJ, iu.t, .5 J4 4 9 fr��>� s i1 fwadaroF ee.rhr tsenr., w tti I,wk r*rte{J-1,cwed i� rnv Signature prr R6n� �e `4ZS evs Te+"r. n Is e , Property Owner iO 7 e� °* � war ifs pr 'w4 C f+an p r 1 ha_l.f C t_ E-9 Andrawi326oCeaaa o.am SEE MAP ON REVERSE Sri Cam No ito INFOR Gase No 212N1036 �,r Ht4ev Project Manager Andrew Orn a I esti. I4- is Joil' it Idea Gtr�1rc 1ahJ,..+ I+eaN,.#y s17,n(r/ J*r �icr.4 rbc t w"v ata#w. 1? I J Zoning Case #1021 -02 BHHN, LLC. Rezoning for a Property at 8902 State Highway 44 From "RS-6" To "IC" T 0 c o SECT 0 o o pE9m MaN u & Way a a g O City Council December 7, 2021 Aerial Overview EKLUND AVE Q ' u Q SUBJECT m PROPERTY HWY44ACCESS '- q HWY44 FWY HWY 44 FWY s ACCESS G 4 Y e av Zoning Pattern and Adjacent Development �U�LSG-2� CG-2 g o g 0 N Buffer Yards: IC to RS-6 or RS-6:Type D: 20' &20 pts. ° Points: Setbacks, Fencing, Landscaping, etc. o 1 ON O EkOund Q�'IC�(r us °(�� !n Setbacks: R�•�J���nn Street:20 feet �J _9 res-6 Side: 5 feet FR Rear: 10 feet g �NJCQ�CC�4 g� Rear:2:1 Setback(height)and a max of 25 feet O PG30OPCG34S1 Parking: 1:2,500 square feet(indoor storage) ��Ln�I�LI Landscaping, Screening, and Lighting Standards Uses Allowed: (Floor Area Ratios) Offices, Retail, Vehicle Sales/Service, Self- Storage, and Warehousing. Land Use Existing Land Use Future Land Use EKLUND AVE m e EKLUND AVE O ea .. = tj 3 .e sN z Y A - ks '�ozo%iso N SUBJECT �h �- /%moi//11moi/%moi/PROPERTY/////' Jui PROPERT-Y _t --HWY 44 ACCESS HWY44ACCESS HWY44 FWY HWY44 FWY HWY 44 FW HWY44 FW d HWY44ACCESSHWY44 ACCESS d 0 'SP 14 03 CR i3s .,. sai�e.o�^M'm Mr�m I N r.e� omw,Mrwm..l� O VacantFP Med.Density _ Commercial ® High Density Commercial O Agricultural Residential Residential Low Density Permanent 0 Residential Drainage Public/Semi-Public Government O Med.Density _ Residential Open Space 4 Public Notification 23 Notices mailed inside 200' buffer N 6 Notices mailed outside 200' buffer f Cd �E 0 Notification Area EKLUND AVE ® tt S fA T1 3 Q 1J Opposed: 1 (4.42%) 0 9 » 12 ,9 Separate Opposed Owners: 1 a SUBJECT i° J, 15 s PROPERTY In Favor: 0 (0.00%) -HWY44ACCESS ° HWY44 FWY TMISD is in favor �����yyy����� d H WY 44 ACCESS AOL p JC Notified property owner's land in square feet/Total square footage of all property in the notification area = e�Rry Percentage of public opposition Planning Commission and Staff Recommendation Denial of the"IC" District in lieu of"CC/SP" District with Special Permit 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by UDC in Section 5.1.5.13 'Warehouse and Freight Movement" and regulated per Section 4.8.2"Permitted Uses"of the UDC.Additionally, outdoor storage is prohibited. 2. Setback: A setback at a minimum of 20 feet shall be maintained from any residential property. No buildings, dumpsters, and/or compactors shall be allowed within the setback. 3. Buffer Yard: When adjacent to the "RS-6" Single-Family 6 District, the buffer yard requirement shall be 15-feet and 15 points as per Section 7.9.5 of the UDC. 4. Lighting: All lighting must be shielded and directed away from abutting residences and nearby streets. Cut-off shields are required for all lighting. No light projection is permitted beyond the property line. 5. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. Outside paging, speakers, telephone bells, or similar devices are prohibited. 6. Hours of Operation: The hours of operation shall be daily from 6:00 AM to 9:00 PM. 7. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 8. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 24 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Utilities &G90Q�p u @AGP M� z..ws , _- Water: 12"PF 2A 49 21x uni 1 o U 2-inch PVC SUBJECT Wastewater: a� PROPEL � 8-inch VCP Gas: 2-inch Service Line .x. Storm Water: "` ' N 30-inch Line 71, LU rC Ce c F LU mp! "aY ti T iF 1Y � y Ah } q`k mR 4 7 _ ,A n Y e -Ir ---------------- a F#WY 44 ACCESS Y 44 FWY OWL, — HWY 44 FWY W ESS..-.. o: 4N G1 C Se NlL i4. Case # 10121-02 Aerial with Subject Property w SUBJECT Subject '-, PROPERTY Property AQIE Corpus gyri.':B: a 7 W Map Scale: 1:2,400 CRY of LQCATlQ�1f N1AP �'`ti Chnsti se 4 AGENDA MEMORANDUM poRooaa, First Reading Ordinance for the City Council Meeting December 7, 2021 1852 Second Reading Ordinance for the City Council Meeting of December 14, 2021 DATE: December 7, 2021 TO: Peter Zanoni, City Manager FROM: Roland Mata, Director of Public Works RolandoM26a�cctexas.com (361) 826-1677 Amendment to Code of Ordinances Chapter 3 and Chapter 49 (Related to Installations in City ROW and Petitions for Street Closures) CAPTION: Ordinance amending the Corpus Christi Code to remove Chapter 3, Article I and amend Chapter 49, Article I to consolidate the City's requirements for installations on, across and over public right of way and to amend petitions to close streets; establishing a penalty. SUMMARY: This ordinance proposes to remove Chapter 3, Article I and amend Chapter 49, Article I to update City requirements for requests associated with the permanent closure of public right-of-way and the installation of objects and artwork in public right-of-way. BACKGROUND AND FINDINGS: This proposed ordinance amendment provides for changes and consolidation of existing sections of Chapter 49, Article I and Chapter 3, Article I of the Code of Ordinances for the management of installations of artwork in public right-of-way address and updates to the existing process, requirements, and fees for petitions to City Council to permanently close street, alleys or other public right-of-way. The City's Transportation Advisory Commission (TAC) reviewed and recommended the ordinance amendments during their monthly meeting held on November 22, 2021. Notable changes discussed and recommended amendments to ordinances in Chapter 49, Article I impacting requests associated with overhead banners, street closures, and artwork installations are summarized below: • Sec. 49.9: Banners Across Streets o Increased permit duration, revised fee schedule, added penalties and ability to include corporate/business logos on banner. • Sec. 49.12: Street Closure (Permanent) o Updated management and process for street closures. • Sec. 49.17: Art in Public ROW(NEM o Allows the Department of Public Works to permit the installation of artwork upon City streets, crosswalks, traffic signal cabinets and other infrastructure via a permit, license or agreement. o Allows for the creation of a "Community Art" Program to establish requirements for Installations PROCUREMENT DETAIL: None. ALTERNATIVES: The alternative is to deny or amend the ordinance. FISCAL IMPACT: None. FUNDING DETAIL: Fund: N/A Organization/Activity: N/A Mission Element: N/A Project # (CIP Only):N/A Account: N/A Amount: N/A RECOMMENDATION: Staff recommends approval of the ordinance amendment to remove 3 Article I and amend Chapter 49 Article I to consolidate the City's requirements for installations on, across and over public right of way and to amend petitions to close streets; establishing a penalty. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation Draft Program Requirements Ordinance amending the Corpus Christi Code to remove Chapter 3 Article I and amend Chapter 49 Article I to consolidate the City's requirements for installations on, across and over public right of way and to amend petitions to close streets; establishing a penalty BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. City Code of Ordinances, Chapter 3 Advertising, Article I is revised to remove Sections 3-1 through 3-5 pertaining to installations with public right of way. "ARTICLE 1. — IN' �FN'F—=R RESERVED. dPer--..-3_1 Di 1ttinrr 61P nloGards et i�h�l'i^ pIaGs 't shall -hP- 'HA'a�.A.d'--1 feP aRy perse—A te fasteR, taGk, Rail, tie, gl6ie, paste er rp-aipt-AiA -AR-�L g6itters SlgRal light nestser�� ,street light? er�� telenheRe pests er- e!ettF! -PA- ATT C hP- Gity eF aCrtl�me te- he deRe. the interest of ni ihlie health onr! safety trrc-rr-ii c-rr rrcc� dP-G..-3_2 Deintinrr en er &-f-AGOIRg I�nll he i inlrnnifi it fer aRy n�n to nnint er �eirite niC ares P-hnrn rOtG sirrn��r ereen f er to GafeF IR R y way to mi itilate f de aGee. a peFmit feF limited peFieds ef time, Ret eXGeed!Rg R!Rety (99) days, listed 1R the , iielotien of this seetien 5P-G...3-3BaRnersetG. ever p,ihlie streets-. Ne pen may hi iild GeRS 6IGtt,,-frasteA ti�Sttall, r m�enr maintain onY honnes n n Viithin the sifii evsent ns set ei it helAW- (1\ The �y tFaffin e a permit fer installation of banner fer a �ri�C��--n-a�Tr�22�-NS4c-cr-� c�--rvrcr Tpmperary perierd of time cot ei it in the permit at speG!f!G leGatie�nc ever eTanG--rrtevv eit�y�ppeFty er street right of way to a nonprofit organization pFemetine eF an y person engaged in promoting a nonprofit pi iblin event er ant!Vlty er denating one NOW /1�per Gent of the net pFeneerds /less banner nests anrd asseniaterd bbaRRer expenses) to a nonprofit ergaR4aheueGt tA_eAMpaTTGe With c nenrd?ens set ei it belew, ' (2) Drier to !SSUan�ne e�f the permit anrd installation of banne5 theppermittee mi ist: a F= 1Fnich a neFtifi to Fanne meeting the incl�Fanne Ferri i!Fementc set -crccnrrrC-2r� rc�rrcc,�rrc rc�rr bythe rich manager, to the nifty traffin engineer anrd rich manager naming the GQ as ardrd?enal incl herd Re less than ten (19) bHciness days prier to the first day of the permitted banner installation b. SirrnaR !RQemnity form inrdemnify!Rgthe eity from all penal inii spy eF preperty damage that might result from installing maintaining er reme*yi ng the banners Q Davy a nenrefi inrdable preeessin�e_of thirty five rdellars ($35.99) for ardministFatiye nests asseniaterd with icci ging the per rd Agree in Writing to install maintain anrd remeve the banner in the manner a , , ��.�a�"r'rr�r'rrn"r'rTcr anrd at the times set by the GQ 4affin engineer, anrd stated in the permit anrd �crcy-CTT �--n-a��r�crr9rrTccr-a, rrc-�naTc�rrzrrc��cr ttec eRSHre that the bannerreMAR? prep ' "eGUcc rdi firing the tmme J permittee may request a bannerGrappl e2hen Re more than ene (1) year POP tt,ee the first day requested fer installation n p Fmittee is limited to twe /7\ banner Ionatlons fora maximi im of twe /7\wools fer a spenifin event eanh civ (6) menthe MAY (30) days prior to the NO day' of installation If mere than ene (1) perseRrequests the sQam�e baRReF le,eatien fer the same time eRthesaame bU?Ressa y the e en we first requested t�otien Ca � � hfi gNeRthirty20) days to reti iFtheGempAted appllGatieR, anrd if hey`c�he falls falls tee-cd e, seethe�pePSen�s reeseXat Is t TeRthe seGendpperSen will he given thirty (30) days to return the nempleterd appkahen If neither person roti lFnc the GeMpAted appliea+ien Within the statedtime peri anrd an y etheerrequired information the nity tFaffin engineer may use another metherd of rdeteFmining Whe Tma�y i ince the requested h�RTer IeGa i�, � 1 dinrr leay!Rg the haRRer le } GT�A�ili � (4) PeFmittee must Femeve banneFs at thetime, `set ei it in the permit If the bann� area Rett remeved the_Gity Will '`� permittee fer the nit 's nett of remeyk plus the banners twenty fide (25) `�per the ee G Rt eyerheard anrd the permittee must pa-i the lRVelGe �e yithin thirty (30) days after the nit�y mails the 'AVB.ne trTc-rn-Pvr cr-cr-r�cr�y-rrra,•rcz�-rc-rn-Pvrc� (5) The Git y tFaffln eFmittee to Femeve a banner from an ��I'l�Chl�""`J"""" may Ji ""I`n"" N�''�i �T GTITCTT'r-CITY appprePed 'eeahen prier to the sGh uIeEyal date at the permittee'c expense anrd nity ewes Re damages to permittee fer the early Femeyal infermahen eRly abei,f the publin event and/er aGtivity heiRg Premefe� deG. o ^ EA S41 I I I AG, h e n lJ h N C`tt.i , �r��ncrrrmv, aRy meter veh!Gle Stand!Rg upeR aRy PUbl-iG Street al-ley, Wewal-k er PUMG Q&40149` the pity, arty dedgers handbills er nirni,lors Se&3 5..n7'Fh7"S".IEP. Re,, WeFt!S!Rg anTTd dlSPIn it shall be 61RIaWf6il feF aRy perseR te pest, paNt er have pested er PARted, eF te display er distribute arly bill, SigR, bulletirl, Gard er baRReP, GeRta'R'Rg P!GtHres er 11161 aRy ether matter ef aR ebSGeRe eF immeFal GhaFaGteF, at aRy pe!Rt 1R the Gity where them some may be seen by pePSeRS travePSiRg rly alley, street er p blip 4c4- Secs. 4-6 3-1-3-19. - Reserved." SECTION 2. City Code of Ordinances, Chapter 49 Streets and Sidewalks is revised to amend Article I to consolidate the City's requirements for installations on, across and over public right of way and amend the requirements to close streets and rights-of-way. "Sec. 49-2. - 0116tFu tions ..„Y,,,.-.,l Obstructions, Closures or Encroachments in City Right-of-Way. EXGept as etheFwise nreyided A this Gede Re n�s.hall nlncr n FaGk,, n�eFse -Rrr-pr , , err, whatseeveF upeR aRy sidewalk, street, alley ef the Gity, eF permit the same te Fem fhepr&gy. efc�f any ainer upen an i sidewalt eet na�in`s FUbb shy er�trashh fer the uFpes be,jr g hauled eff h�i�Sanitatien d!V!S!en (a) It shall be unlawful for any person to obstruct, construct, encroach, place or permit to be placed any object, obstruction, infrastructure or facility upon, in, under or over any street, sidewalk, space between sidewalk and curbing, travel lane, or commonly traveled portion of a street, alley or other public right-of-way. The Director of Public Works or Department of Public Works designee may grant a permit or license to exempt any person or organization from the prohibitions of this section. (c) The Director of Public Works or Public Works designee shall enact rules, regulations and procedures governing the use of the right-of-way by those persons or organizations granted a permit pursuant to this section. The rules and regulations may include the following: Applicant or responsible party name, address, and phone number. Emergency contact information. Location of the obstruction, closure, or encroachment. Purpose for the obstruction, closure or encroachment. Limitations on the size, location, and duration of any obstruction, closure or encroachment within the City's rights-of-way. A requirement that the permittee indemnify the City. Permit or license fees. Any requirement that preserves the physical integrity, controls the orderly flow of vehicles and pedestrians, and protects the safety, security and appearance of city streets, sidewalks, and right-of-way or requested by the city Traffic Engineer for adequate review. Penalties for violations. Nothing in this section shall apply to the placement of any receptacle, container, heavy brush or bulky items upon City right-of-way for the purpose of being disposed by the collection services of the City's solid waste operations department. (e) Any applicant, organization or authorized agent with a current city franchise agreement or city council authorization that specifically includes the right to construct within the public right-of-way shall continue to operate and comply with obligations set forth in such franchise agreement, city authorization or Article VIII of this Chapter. Sec. 49-3. - Procedures and standards for the closing or partial blocking of public streets, thoroughfares, sidewalks a-nd alleys, and city right-of-way. We. 124 GeURGil AAP-1 An filP- in +hr, A-Ul iT"fvf the seGFetaFy, ioheF y rept oc thp- NToni,ol r-f I InlfA-.PA, CtORd;grdq Aft--cRp C�Itv ref GArPi,c Ghristi , no fi ill i no if nervier! at Ir,Rgth in thio o�nti�n Any person, group, entity or organization who performs work or has an event with the city upon, in, under, above or across any public street, alley, sidewalk or right-of-way which requires such right-of-way be partially blocked or completely closed shall be responsible for promoting safe, efficient, and orderly movement of all users upon city streets, sidewalks and right-of-way and is required to meet all requirements for barricading and traffic control as specified in the latest version of the Texas Manual on Uniform Traffic Control Devices (TMUTCD). (a) Only individuals qualified by means of adequate training in safe traffic control practices and understanding of the principles established by the TMUTCD and other applicable standards and regulations may place and maintain the traffic control devices in city right-of-way. The applicant, organization or authorized agent must either subcontract the traffic control plan and barricading to a firm, company, or licensed Professional Engineer in the State of Texas specializing in traffic control or submit the qualification and names of its employees who shall take on these responsibilities to the city for approval prior to the commencement of work. A traffic control plan must also be submitted for review. All signs and barricades must conform to the requirements of the TMUTCD. Sec. 49-4. - Injuring, etc., sidewalks, streets, etc. It shall be unlawful for any person to tear up, injure,, de-f destroy, haul, drive upon or roll any heavy object, structure, or horse-drawn carriage along any sidewalk, street er an i Per+ien +hereof, Y curb, culvert, crosswalk, or public right-of-way without a permit. I �all ho i inlanifi it fer ani Peen to made ha it er Pell ani heavy nt ` nf r cfri inti iro aleRg eF aGFeT7. ansidewalk,e�ni- alk, r aGrnss ani payed st�e ^'"'1" r�Gity, witheA PSA' nh,,e_ r,f�� tr l e n e t h a�—a ii-criT�Ti cv� fir t�h�L�P h t te- h e �Tr rr��-! n..�-! t V. & rSSa Gh PCTr n t e r fe r a m i p erse nn t ea nYPel�ie rr rvi--PTcP- h e rS e e r A-ther animal mean an i pertien of the StFP-P-t-r, in the city that haS heart freShly pave s p-h Street is ready fer trawel Sec. 49-9. — Banners Christmas dererat+ens, e+cG., across streets - horizontal and vertical. (a) Permit Required. It shall be unlawful for any person to build, construct, fasten, tie, remove or maintain any banners, streamers, decorations or similar installations on City-owned poles, across or above any public right-of-way or public Property except in accordance with the terms, conditions, and duration authorized by a Temporary Banner Permit issued by the City's Traffic Engineer. The maximum duration of a permit is 30 days. Banners may promote arts and cultural activities, festivals, tourism programs, school activities and other civic events. Banners shall not advertise specific products or services. Corporate and business logos are permitted but are limited to 20% or less of the overall banner area. The font of the sponsorship may not be larger than the font of the event name. Permit Application Requirements. (1) The permit shall include the location, date, and duration of the event. (2) The applicant shall provide a commercial liability certificate of insurance, meeting the insurance requirements established by the City Risk Manager. (3) The applicant shall pay a Temporary Banner Placement Fee of $35.00 per week for costs associated with administrative and inspection fees for use of Public right-of-way or public property. (4) A permittee may request a banner permit application no more than one year prior to the first day requested for installation. (5) A permittee is limited to two banner locations for a maximum of 30 days for a specific civic event each six months. (6) Completed applications must be returned to the City Traffic Engineer not less than 20 days prior to the first day of installation. A completed application includes a signed application form that includes the banner design, proof of insurance and payment of application fee. (7) If more than one person requests the same banner location for the same time on the same business day, the first person to submit a completed application may be issued the permit, subject to review and acceptance of the City Traffic Engineer. (8) The City Traffic Engineer may require permittee to remove a banner from an approved location prior to the scheduled removal date due to unsafe conditions, damage, or potential damage to the public or public right-of-way, installation without a permit, poor or damaged condition of the banner, or noncompliance with City codes at the permittee's expense, and city owes no damages to permittee for the early removal. (c) Removal. If the banner is not removed within the time specified in the permit, it is hereby declared a nuisance to public health, safety and welfare and may be confiscated and disposed of immediately without notice. The city will invoice the permittee for the city's cost of removing the banner plus 25 percent overhead, and the permittee must pay the invoice within 30 days of the invoice date. It droll ho i inla�nifi it fer an i nersen fe hi iild- nensfri int fasten fie er maintain an i the Glty;; nreyide that the nreyisieps A-f thl-S, Shall net apply teGhorit c �eiifhi A theGity. I II',eR pFese RtIRg to the nhief of reline eyid-ennp Af appFeyal by the he Fein pFAhIb4P I Sec. 49-12. - Petition to council to close, abandon, vacate, or alter streets, alleys, etc. (a) General. (1) All persons desiring to have the city council exercise its powers under Section 1(a)(11) of Article X of the Charter regarding the closing of public streets, alleys, or other public ways shall file a written application request with the Director of Public Works or Public Works designee requesting that public right-of-way, or portion thereof, be closed, abandoned, vacated, or altered. (2) Right-of-way shall only be abandoned if the right-of-way is not currently utilized or no longer needed for public use. (3) All grants of closing, abandoning, vacating, or altering 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. (4) A governmental entity having the power of eminent domain shall be exempt from the payment of an application fee under this section. (5) In instances in which a right-of-way was dedicated by plat, it may be abandoned through a replat if the right-of-way is unimproved and new right-of-way is dedicated in its place. (6) 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. (b) Process. (1) A pre-application meeting with the Department of Public Works and designated representatives is required to review the request and provide initial guidance through the process. (2) The official application request shall be filed with the Department of Public Works containing the required application, fees, and supporting documents. (3) An application fee in the amount of $1 ,000.00 shall be required for each application to close, abandon, vacate, or alter each separate public right-of- way, or portion thereof, within the city limits. The application fee of $1 ,000.00 shall be a minimum fee only and no portion of such fee shall be refundable, regardless of the final action on such application by the city council. A cashier's or certified check, payable to the city for such amounts, shall accompany such application. (4) In cases where right-of-way abandonment will involve the purchase of property or interest therein from the City, the applicant shall obtain an appraisal completed by a MAI certified appraiser who is pre-approved by the City. (5) Upon filing a complete application, the Department of Public Works shall initiate a review process and prepare written recommendations regarding the current use, traffic and drainage patterns; proximity of other streets and public right-of- way; the city's master plans; the effect of the proposed abandonment on access by fire, other emergency vehicles, and other city service vehicles to adjacent properties; the location of existing city water and sewer lines and storm water facilities and future extensions thereof which may be impacted by the closing, abandoning, vacating or altering of such public right-of-way, or portion thereof. (6) When the above information has been reviewed by the City, the applicant shall be notified that the file is complete and informed of the date and time of the council meeting. (7) The applicant shall be responsible for all mailing postage fees and costs to cover all notification and legal publication costs for requests that demonstrate adequate justification and that reach the public notification stage. The applicant shall provide a cashier's or certified check payable to the city for such amounts. (8) The City Council may, at its sole right and option, elect to close, abandon, vacate, or alter right-of-way for a sum equal to the present market value. (9) Upon City Council approval, the applicant shall be required to pay to the City the value of the right-of-way closed, abandoned, vacated or altered as determined by the appraisal (if applicable). Once the settlement is received, the City shall finalize the abandonment and forward a copy of the ordinance to the applicant. The applicant is responsible for filing the ordinance with the county clerk's office in order to legally claim the appropriate portion of property. (a) 111 pePS6;S rdesirinrr to haVe the City GeIRGII pcerwers urnraecrverotle-44 1(a)(1 1) of /�rtiele Y of the (charter reearrdine the estahlishment er slesine of ni lhlis � cn., crrz rrrcrrc-vrcr�� streets alleys, ear ether rri WaYjshall f�he - request with the dirire r ref dnment s in WF!tine rdire erd to the y ,1n r all Qe�F crrra .��.J, , C[l.�ChI��LTr� T LTTE r0antai �a��rate�dSGP!pt!en of the Streeter Pertien there ef, A- -e epeRecd, GIA-Sed- ap alteFed,-as the Gase may he nnrd nttn� GhTeq6jestt-�� b P- -A .1 1 S t A-f-A.'1 A-�.AV A P-PS, ef preperty ab6itt'Rg the street ar alley and Withip fA-'-'p hl-,A d- fl#y (459) feet therefrem teeether �eiith the Inst Lne\e/n and rd ress of all si 1sh eyAAers -AIri roh e T f ohi lttinrr rrrerrei4y iein in the request, a statemeRt be—C CCQaherd te the equest shew!Rg the GZeac-en fer nese� nnarti of theQ ha\/e net signed the request. rr All SoTfJDr Irrsinrr of p blie streets alleys er ether ni lhlis Warnes mi 1st he reserrderd in the real nrenerty reserrds of the in Whieh the rrrerrei4y is leeaterd Drier to permitting an i eenstn intim 9R the lad an 1n to rate si�Fye-y; ahrstrQGteirfer all streets, alleys er nlhlie Ways tom�eroami 1st he si 1b.AR to to the eete�Qeeelelepmeelpt seervieee-.sr. m,lmi 1s e-roaTde-d- n the real preperty ro A-rrds eGei 1nty r0h the rrrerrartei is le Gated Drier to p Ge - Ghon en the In nd nn up +e to the !Tester of deyelepment serVices fee in the amei,nt of Ove hi,ndred thirty dellars ($539 nn). Geyer ceer the expense of a'cministrati�ye preGess!nrr rand a foo eSeF�e del1� ($75.99) te Geyer all ($75.00) foo w? be r ,nrdedfth�eGessinrr of the applicGont'S request dees net reach +h�rrc-Re R'C-2hen anrel pi,hli +a+ien stage anrel the G.t�y� Ret 1TGHrSl 1 �pe4s-es-.- rn\ fl� the ve I e A th�FertyrNeasod by the G �i leen invelV!Rg the VaGa+i�T i,GtIen�lltrera+ien of an y pi,blic street, alley er ether public Wa y �y--cn--�TT�°Y � an y person whe acei,ires SUGh yeperty Under the terms of this section shall pay t+eo the Gity the fair market value Fair market value of an impreved street alley or right of way shall he estakshed by the average of�values of the adjeinine yNua+len fer the area he rya +erl Geed twenty theHSanrl Ilars i--n-ri—crr2.2-�6��PuC-2zccr—G�(ccca--cav �-rcr— Trc�ra ($20,000.00t a ci,rrent appraisal droll he eb+ainerd by the applicant/s\ fer rev'e�ny by the Gity. /appraisal mist he GenRdueted wIthIR six (6) months prierte the Feer bey an appraiser Wensed by the State eefrTexas. AR exemptien er Gr i+ shall allew d against SHGhpaymT ntGTTSHRd r the fellew!Rg circi,mStances. (1) Ne further r pa�ymen�+ shall he rem aired fer the Vaca+len of all er a per+len �--p-ayrrr -cn-r-�rcTcc�arrccr-rvi--n-rev-crcc A a pi,hlic alley wheR SUGh preepe �_i_i_c_r+ net impreved with asphalt er vemnt � concrete pae � Ner pa mim aIII be rre� he V red i aGatiesera+ � ini�Te "hey Fh"-'e Gity when SHGh VaGatien er alteration is reasonably required fer the proper cemple+len of a pi,hlic impreyement project r crcvrrtpr crrrcrrcFrvrccr- (3) n creW equal +e all er a per+len of si,ch payment droll he allo�nyerJ �nyhen then make`s a Simi,I+aneeusdedIGatien ef ether street right of wary desirrned to previde traffic circi,Iatien meeting the requirements of the i urban transperta+len plan er ether street plan acceoable to the city. Ne further-paymeRt sbaIc,Tl be required fer any public street ocTVTvcrhrcr pi,hlic wary established by a reGeTd pht, survey, , easem rner+5fT er ether moons anal Which is net impreved with asphalt er concrete ppayeent anal net used fer an y rri,hlic street pi irpese Theerm u ?arc+meseis hereby deefrrrTCtl-te rrT ude eRe (1) er mere o lf"ee IIf +he e�nyine• F'"+Ur� gutters, sidewalks, pay emee Rt, drainarre �Gh water, sewer anal gas lines We poles anal wireson�rhrer pi ihlie i i+ilih' inS+ally+ions The appka+ion of an y evemp+ions er the eyali lotion of an y credits previded hereinShall he made in the re•a„s,ena�d!SGret'en of the city exercised in geed fol+h The payMeRtS requiedby the cermsr'�vscGtIeR shall ba teRdered in the farm of a certified er cashier°S cheek prier to the placement that the E)r RGe failS t��� coin nheGks shall be roti irnorl �TT�TG�tQtFS l..`^" � e e IUT n n 0MPFE)Vements related to street rare lents in the pity. Sec. 49-17. —Art on Streets, Sidewalks and Public Property (a) General Requirements. M It shall be unlawful for any person to install temporary or permanent placement of paint, pictures, characters, signs, logos or advertisements or any other material upon, in, under or over any street, sidewalk, space between sidewalk and curbing, crosswalk, traffic signal cabinet, travel lane, or commonly traveled portion of a street, alley, or other public right- of-way or property top except in accordance with the terms, conditions, and duration developed in a community art program authorized by the Department of Public Works. Installations authorized under this section is not intended to be public art under City Code Chapter 2, Article IV, Division 6. -Arts and Cultural Commission. The Director of Public Works or Public Works Department designee is authorized to establish appropriate methods, procedures, materials, and permitting requirements for the administration of a community art program. Proposed projects and locations are subject to City review to determine if the request meets community art program eligibility requirements. Artistic crosswalks will only be permitted in historic areas or art districts. Eligible projects shall be noncommercial and not contain pictures, drawings, words/text, symbols, or shapes that may be confused with standard traffic control devices governed by the latest edition of the Texas Manual on Uniform Traffic Control Devices. Proposed projects involving crosswalks are governed by the latest edition of the Texas Manual on Uniform Traffic Control Devices and shall include standard crosswalk markings in compliance with City of Corpus Christi standards. Hand painting will be prohibited on streets, crosswalks, traffic control devices and appurtenances. All materials used shall be skid or slip resistant. Use of retroreflective materials shall be prohibited. Installations shall be performed by a vendor or contractor approved by the Director of Public Works or Public Works Department designee. 1111 Z City-sponsored artistic crosswalks will be limited to one per bond program. (b) Applicant or Sponsor Eligibility. M Only individuals or organizations that have a connection with the community or neighborhood where the proposed installation is to be located are eligible to sponsor and request a protect under a community art program. The sponsor shall meet the following criteria: i. Property Owner or Business Owner/Tenant ii. Property Owner or Business Owner Association iii. Nonprofit or Community Based Organization iv. Public, Charter or Private School The sponsor shall be responsible for funding, designing, manufacturing, installing, and obtaining applicable permits and traffic control required for the project installation. The sponsor shall be required to conduct community outreach and support including, but not limited to, hosting or attending public meetings, obtaining signatures and written approvals from property owners within project limits defined under communitV art program requirements, and obtaining a letter of support from the City Councilmember(s) representing the district(s) of the requested project. (c) Location Eligibility. M Only streets with a PCI of 85 or above, have been maintained under a maintenance or capital improvement program, within seven years of the request, or approved by the Director of Public Works shall be eligible for a protect under a communitV art program. Crosswalk requests shall be considered at an intersection where there is an existing crosswalk and curb ramp, and a vehicle is controlled by a STOP sign or traffic signal. Crosswalk requests shall be considered at a mid-block location where a crosswalk and curb ramp exist and is controlled by a pedestrian hybrid beacon. Crosswalk requests shall be considered at an unmarked location that meets city standards and approval of the City Traffic Engineer. If multiple crosswalks are requested at an intersection, then the sponsor shall be required to maintain consistency of style to create uniform aesthetics at the intersection. Requests shall be denied for any location based on the roadway classification, roadway width, traffic volume, crash history or other safety factors established under the requirements of a communitV art program. (d) Application Process. M A community art program shall establish the application process, including but not limited to, forms, deadlines, fees, community outreach and supporting documents for consideration of eligible projects. Signatures from at least two-thirds of residential and/or property owners within limits defined by the Department of Public Works shall be required. A letter of support from the City Councilmember(s) representing the district(s) in which the installation is proposed shall be required. Permit applications shall require review and malority vote to approve, deny or request additional information by the City's Transportation Advisory Commission to ensure the installation is supported by adjacent property owners and businesses within the defined survey area, is of public benefit, and meets City and nationally recognized standards and policies for installation. The sponsor, contractor, and vendor responsible for performing the project installation shall indemnity the city from all personal injury or property damage that might result from installing, maintaining, or removing the rp oject. (e) Maintenance. The sponsor shall be required to maintain a commercial liability certificate of insurance, meeting the insurance requirements established by the City Risk Manager, so long as the project is in place. A copy of the insurance is required prior to performing installation and maintenance. The sponsor shall be required to provide a plan approved by the Director of Public Works or Public Works Department designee that provides for continued maintenance of the project. Removal. The sponsor shall agree that the City, at its sole discretion and without Providing any notice or compensation, may remove the project if: The sponsor fails to remove the project as required per the community art program, permit issuance or revocation of a permit. State or Federal Law requires removal. The project is removed to perform City maintenance. The project constitutes a public safety hazard to pedestrians or vehicular traffic. DIVISION 2. — RESERVED Secs. 49 17 49-18— 49.19. — Reserved." SECTION 3. Publication shall be made onetime in the official publication of the City of Corpus Christi by publishing the caption stating the purpose of the ordinance. This ordinance to become effective upon such publication. SECTION 4. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 5. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma That the foregoing ordinance was read for the second time and passed finally on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of ) 2021. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor AWL Ordinance Amendments Chapter 3 and Chapter 49 City Council Presentation December 7, 2021 BACKGROUND • Department of Public Works (PW)Manages Public Right-of-Way (ROW) o Maintenance Operations o Issuance of Permits, Licenses or Agreements • Increased Requests to PW o Artwork Installations (Currently Prohibited) o Street Closure Petitions (City Code Currently Assigns Management to Development Services) FINDINGS • Chapter 3, Article 1: Provides Requirements for Displays of Objects/Artwork in ROW o Currently Prohibits Artwork o Contains Requirements for Overhead Banners • Chapter 49, Article 1: Provides General Requirements for Management of ROW o Obstructions o Procedures for Temporary/Partial Closures of ROW o Decorations Across ROW o Petitions to Permanently Close ROW STAFF RECOMMENDATIONS • Remove Chapter 3, Article I and Consolidate Applicable Sections Into Chapter 49, Article • Amend Existing Sections of Chapter 49, Article o Create Process and Requirements to Allow Artwork in ROW o Create "Community Art Program" o Update Process for Permanent ROW Closure Requests o Update Process and Requirements for Overhead Banner/Decorations o Update Applicable Sections to Maintain Uniformity for Installations in ROW se G� O'1 +-� H AGENDA MEMORANDUM CORPOR I First Reading Ordinance for the City Council Meeting December 7, 2021 1852 Second Reading Ordinance for the City Council Meeting of December 14, 2021 DATE: December 7, 2021 TO: Peter Zanoni, City Manager FROM: Rolando Mata, Director of Public Works RolandoM2(a).cctexas.com (361) 826-1677 Josh Chronley, Director of Contracts and Procurement JoshC2�cctexas.com (361) 826-3169 Texas Commission on Environmental Quality Grant for Air Quality Planning CAPTION: Ordinance accepting an additional $417,658.38 for an Air Quality Planning Grant from the Texas Commission on Environmental Quality (TCEQ); and appropriating in the No. 1071 Community Enrichment Grant Fund for air quality monitoring service and amending the term through December 31, 2023, with funding available in the No. 1071 Community Enrichment Grant fund. SUMMARY: This ordinance authorizes an amendment to the interlocal cooperation agreement with TCEQ to increase the reimbursement from $281,250.00 to $ 698,908.38 for air quality monitoring service. A copy of the agreement is on file in the office of the City Secretary to conduct air quality monitoring service. BACKGROUND AND FINDINGS: The City entered into a state funded grant agreement with the Texas Commission of Environmental Quality (TCEQ) for air quality planning activities in areas considered to be near non-attainment for the ozone standard under the Federal Clean Air Act Amendments of 1990. These activities may include the identifying, inventorying, and monitoring of current pollution levels; modeling future pollution levels and identifying quantifications of potential pollution reduction through voluntary control. These activities will be consistent with TCEQ monitoring, inventory, and modeling approaches and infrastructure, and conduct air quality planning activities in the Coastal Bend Region. ALTERNATIVES: An alternative is to discontinue conducting air quality monitoring under the TCEQ air quality cooperative agreement. FISCAL IMPACT: The fiscal impact in FY 2022 is the acceptance of grant funds in an amount of$417,658.38 and appropriating $417,658.38 to the Community Enrichment Grant Fund. There is no required match funding. Funding Detail: Fund: 1071 Community Enrichment Grants Organization/Activity: 806069S TCEQ 20-21 Mission Element: 717 Infrastructure Project # (CIP Only): n/a Account: 510100 Salaries and Wages 511000 Retirement 530000 Professional Services RECOMMENDATION: Staff recommends approval of this ordinance authorizing an amendment to the interlocal cooperation agreement with the Texas Commission on Environmental Quality as presented. LIST OF SUPPORTING DOCUMENTS: Amendment No. 1 Ordinance Ordinance accepting an additional $417,658.38 for an Air Quality Planning Grant from Texas Commission on Environmental Quality; and appropriating in the Community Enrichment 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 the Air Quality Planning Grant Contract Number 582-20-11981, amendment Number 1 in the amount of $417,658.38 from the Texas Commission on Environmental Quality for air quality planning activities. SECTION 2. Grant funds in the amount of $417,658.38 from the Texas Commission Environmental Quality are appropriated in the Community Enrichment Fund No. 1071 for air quality planning activities. SECTION 3. Expenditures in the amount of$417,658.38 are increased in the Community Enrichment Fund No. 1071. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma That the foregoing ordinance was read for the second time and passed finally on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma 1 PASSED AND APPROVED on this the day of 2021. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor 2 Contract No.582-20-11981 Amendment Number 1 CONTRACT AMENDMENT BETWEEN TEXAS COMMISSION ON ENVIRONMENTAL QUALITY AND CITY OF CORPUS CHRISTI Amendment Number 1 Pursuant to Article 1 Section 1.2, Amendments and Minor Changes, of the Special General Terms and Conditions, the Texas Commission on Environmental Quality (TCEQ) and City of Corpus Christi agree to amend Contract Number 582-20-11981 as follows: Original Amount of Grant Obligation $ 281,250.00 Amendment No. 1 $ 417,658.38 Revised Maximum Total TCEQ Obligation $ 698,908.38 1. In accordance with Article 2.2, Maximum Authorized Reimbursement, of the General Terms and Conditions, the Maximum Authorized Reimbursement Amount is increased by $417,658.38. The Maximum Authorized Reimbursement Amount on the Contract Signature Page now reads $698,908.38. 2. In accordance with Article 1.3, Extensions, of the General Terms and Conditions, the Expiration Period of Contract Number 582-20-11981 is extended to December 31, 2023. 3. General Terms and Conditions 2.6, Abortion Funding Limitations, is replaced with the following: Abortion Funding Limitation. Performing Party represents and warrants that payments made by TCEQ to Performing Party and Performing Party's receipt of appropriated funds under the Contract are not prohibited by Article IX, Section 6 of the General Appropriations Act, nor by Texas Government Code Chapter 2273 Prohibited Transactions. 4. The following is added to the Special Terms and Conditions of the Contract: 11. Cybersecurity Training. Performing Party shall ensure that any Performing Party representative (employee, officer, or subcontractor personnel) who has Access to a TCEQ Computer System or Database completes a cybersecurity training program certified by the Texas Department of Information Resources (DIR) under § 2054.519 of the Texas Government Code, during the term of the Contract and each renewal. Page 1 of 3 Contract No.582-20-11981 Amendment Number 1 a. "Access to TCEQ Computer System or Database" means having a TCEQ network user account or the authorization to maintain, modify, or allow access control to any TCEQ web page, TCEQ computer system or TCEQ database. b. Within seven (7) days after the execution of the Contract and any renewals, Performing Party shall provide a list of persons requiring training to the TCEQ Contract Manager, and thereafter provide an updated list by the first workday of any additional person who becomes subject to the training requirements. For applicable umbrella contracts, Contractor shall provide a list of any persons requiring training within seven (7) days of issuance of Notice to Proceed/Commence for any Work Order/Proposal for Grant Activities that requires Access to a TCEQ Computer System or Database. C. If a Performing Party representative has previously completed a DIR-certified cybersecurity training during the term of the Contract or renewal, Contractor shall provide evidence that the Performing Party representative completed the required training to the TCEQ Contract Manager within seven (7) days after the execution of the Contract or as applicable, the issuance of Notice to Proceed/Commence for any Work Order/Proposal for Grant Activities that requires Access to a TCEQ Computer System or Database. d. For the term of the Contract and each renewal, all Performing Party representatives subject to the training requirement must complete DIR-certified training within seven (7) calendar days after TCEQ provides access to the training, unless the Performing Party provides evidence to TCEQ that the Performing Party representative previously completed the required training. Performing Party shall retain in their records, and upon request, provide the TCEQ Contract Manager evidence that the training was successfully completed. e. Performing Party shall notify the TCEQ Contract Manager within two (2) business days when a person with Access to a TCEQ Computer System or Database no longer needs Access to such Computer System or Database. f. TCEQ may terminate the Contract for Cause if Performing Party fails to adhere to any of the above terms, including completing the required certified cybersecurity training or notifying the TCEQ Contract Manager when access is no longer needed. g. TCEQ may terminate the Contract for Cause if a Performing Party's representative misuses a TCEQ Computer System or Database, including allowing multiple individuals to utilize a single individual's TCEQ network user account. 5. The Level-of-Effort Certification described in Article 4.2 of the General Terms and Conditions is incorporated as Attachment F to this Amendment. Page 2 of 3 Contract No.582-20-11981 Amendment Number 1 The Effective Date of this Amendment is the date of last signature. All other terms, conditions, and requirements remain unchanged and shall apply to all modifications made through this Amendment. TCEQ. Grantee: Texas Commission on Environmental Quality City of Corpus Christi By: By: (Signature) (Signature) Tonya Baer Neiman Young (Printed Name) (Printed Name) Director, Office of Air Assistant City Manager (Title) (Title) Date: Date: Page 3 of 3 Attachment F: Level-of-Effort Certification (Certification(s) must be returned with each invoice per General Terms and Conditions Section 4.2) Level-of-Effort Certification [Month] 20[XX] Employee Name: [Name] Project Actual Activities Performed Activity for Which Employee was Compensated (% of Total Hours Worked) TCEQ Contract Nos. 5 8 2-XX-XXXXX 0 X 5 8 2-XX-XXXXX 0 X 5 8 2-XX-XXXXX 0 X 5 8 2-XX-XXXXX 0 X 5 8 2-XX-XXXXX 0 X 5 8 2-XX-XXXXX 0 X Other Projects X (Not Related to TCEQ Contracts/Grants) The information listed above is true and correct. TCEQ may request additional information. Employee Name Supervisor Name SC G� O'1 +-� H V oRPORP�g4 AGENDA MEMORANDUM 1852 First Reading for the City Council Meeting of December 7, 2021 Second Reading for the City Council Meeting of December 14, 2021 DATE: November 19, 2021 TO: Peter Zanoni, City Manager THRU: Andrea Gardner, Assistant City Manager and reaga(cD-cctexas.com 361.826.3506 FROM: Tracey K. Cantu, Interim Director of Neighborhood Services traceyc(o-)cctexas.com 361.826.3021 Ordinance accepting and appropriating $30,000 from PetSmart Charities to be used for animal medical expenses. CAPTION: Ordinance accepting and appropriating $30,000 from PetSmart Charities to be used for animal medical expenses. SUMMARY: This is an Ordinance authorizing the City Manager to accept and appropriate $30,000 from PetSmart Charities, and authorizes the City Manager, or designee to execute all documents necessary to accept, appropriate, and disburse the funds and to execute all agreements, amendments, and all other documents necessary to implement the funding from PetSmart Charities. BACKGROUND AND FINDINGS: Corpus Christi Animal Care Services (CCACS) has a yearly intake of approximately 3,000 to 4,000 animals. When animals leave through live release, they do so through different"pathways" such as adoptions, foster, transport, and "tagged" or reserved by a rescue organization. CCACS has an established rescue program working directly with rescue partners via memorandums of understanding (MOU). The program allows the rescues to "tag" animals to be taken from the shelter to find permanent placement for the animals through the rescue organization's network. Some animals enter the shelter with health issues and, or behavioral problems that require medical treatment. CCACS has a clinical operational budget for FY2022 of $154,466.36 that is used for medical treatment and preventative health care of the animals in the shelter, such as standard vaccines, flea, and tick preventatives, spay and neuter, complex treatment of diseases, and surgeries. However, once a rescue takes possession/ownership of an animal they are now considered the "releasing agency" under the Texas Health and Safety Code 828 and are required to have the animal sterilized and provide any medical attention the animal needs. The associated expenses are assumed by the rescue organization. Our rescue partners have limited resources, so "tagging" an animal with medical needs or behavioral problems is cost prohibitive. The PetSmart Charities $30,000.00 grant will allow CCACS to assist rescues with the expenses of an animal that needs treatment for behavioral problems, illness, or injury. Upon presenting a receipt of treatment or services from a veterinary clinic, CCACS will reimburse the rescue for expenses up to $300.00. Additional reimbursement will be considered for approval by the of CCACS Veterinarian and Program Manager. CCACS took in 3,608 animals for FY2021 and 2,987 or 87.47% of those animals were live release from the shelter. Offering a reimbursement of $300.00 per animal for medical or behavioral care will potentially increase the live release number by at least 100 animals. The incentive of reimbursing medical costs for"tagged" animals will increase the number of placements for shelter animals, promote a stronger partnership with our rescue partners, and have an overall positive impact on the total live release rate. Reimbursement through the PetSmart grant program is only available to rescue organizations with an existing Memorandum of Understanding (MOU) between the City and the rescue organization. Per the grant agreement, the grant period is upon execution of the agreement through 11/20/22. However, Animal Care Services anticipates expending the funds in the next 9 months or the end of FY 2022. ALTERNATIVES: The alternative is to not accept the funds and CCACS will not be able to offset expense for the rescues who take on medical and or behavioral cases. FISCAL IMPACT: The City will receive and allocate the $30,000 from PetSmart Charities to help supplement related medical expenses for animals "tagged" by established rescues. Funding Detail: Fund: 1072 — Community Development Grants Fund Organization/Activity: Neighborhood Services /Animal Care Services Mission Element: 083 Project # 870106L Account: 1072-171-520120 RECOMMENDATION: Staff recommends the acceptance and appropriation of the PetSmart Charities funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance accepting and appropriating $30,000 from PetSmart Charities to be used for animal medical expenses NOW THEREFORE, 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 PetSmart Charities in the amount of $30,000. SECTION 2. PetSmart Charities $30,000 grant is hereby accepted to supplement medical expenses for animals "tagged" by established rescues. SECTION 3. $30,000 from PetSmart Charites is appropriated in the No. 1072 Community Development Grants Fund for animal medical expenses. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo Michael T. Hunter John Martinez Mike Pusley Billy A. Lerma Ben Molina Roland Barrera Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the this the day of 2021, by the following vote: Paulette M. Guajardo Michael T. Hunter John Martinez Mike Pusley Billy A. Lerma Ben Molina Roland Barrera Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor P T SMART arifills. Grant Agreement This Grant Agreement ("Grant Agreement") is entered into between PetSmart Charities Inc., an Arizona nonprofit corporation and tax-exempt public charity under Section 501(c)(3) of the Internal Revenue Code ("Code"), whose address is 19601 N. 27th Avenue,Phoenix,AZ 85027 ("Charities"), and City of Corpus Christi(Animal Care Services) whose address is P.O. Box 9277, Corpus Christi,TX 78469 ("Grantee" or"Organization"). Grant Purpose and Terms: Grant Funds $30,000.00 Grant Purpose The Grant Funds in the amount of$30,000 over 12 months will be used to provide financial resources to Organizations to support movement of adoptable animals for adoption,transport and/or other positive outcomes. A minimum of 2,500 pets to be impacted during the Grant Period. Distribution Schedule of Grant Single payment Funds Grant Period Upon execution through 11/30/2022 Grant Conditions The Organization is required to abide by all international, federal state and provincial laws related to interstate transport of animals, including ensuring the required paperwork is in place in advance of transport activities. Petsmart Charities supports established best practices for transport such as those guidelines included in the Association of Shelter Veterinarians Guidelines for Standards of Care in Animal Shelters. If the Organization wishes to request an extension, a request must be submitted in writing to PetSmart Charities for approval a minimum of 30 days prior to end of the Grant Period. The request must outline progress to date including funds expended, funds remaining and a rationale for the requested grant amendment. If any grant funds remain unspent for the Grant Purpose following the Grant Period,the Organization must contact PetSmart Charities within 30 days after the end of the Grant Period for consideration of remaining funds or return any unused funds to PetSmart Charities. Only one extension per grant may be approved and PetSmart Charities reserves the right to consider organizations ineligible for additional grant funding during an extension. However, organizations that are PetSmart Charites Adoption Partners may continue to accrue Adoption Rewards. The Grantee acknowledges that future operational funding for this Organization and its programs is not guaranteed beyond the date of the Grant Period. Impact Report(s) The Organization agrees to provide the following reports to PetSmart Charities in connection with this grant, on or before the deadlines set forth below. PetSmart Charities reserves the right to change the method and format of how i PetSmart Charities,Inc.,Grant Agreement(20190520sttrk) reports are provided. Unless otherwise specified, submit all reports via SmartSimple. The interim grant report will become available one (1)day after the first payment date and is due by 5/30/2022. The final impact report will be available on 10/01/2022 and is due by 12/30/2022. Impact reports will include: • Detail use of Grant Funds and expenditures •Number of animals impacted •Number of animals physically moved out of organization's facility by all that apply; o Adoption o Transport-specify(ground or air) o Foster o Other— elaborate • Description of any challenges to completing grant(if necessary) The Grantee acknowledges that emails with the grant report link and reminders of due dates will be emailed to the "Grantseeker"of the original submitted application. It is the Organization's responsibility to update all organization contact information as necessary at https://petsmartcharities.smartsimple.com/s Login.jsp and to notify PetSmart Charities via grants@petsmartcharities.org if there are personnel changes to the "Grantseeker"during the term of the grant. Failure to submit reports as required may impact your organization's future grant eligibility. Grant Acknowledgement Grantee is required to complete the following: • Distribute press release (a template will be provided)with a quote from a PetSmart Charites spokesperson announcing the recent grant and its purpose to local media outlets. Please e- mail PublicRelations(aetsmartcharities.org for approval. Please also post press release on your Organization's web site. • Add a PetSmart Charities digital badge to your Organization's donor page, linking back to www.petsmartcharities.org. • Should you require assistance or to confirm completion of these recognition requests,please email: petsmartcharitiesmarketin@petsmartcharities.org • Include the PetSmart Charities logo on any collateral promoting the PetSmart Charities-funded event, initiative or program. All logo use must be approved by PetSmart Charities via email to petsmartcharitiesmarketin@petsmartcharities.org • Share announcement news and impact stories about your grant on social media using the sample social posts provided as a guide and tag the appropriate PetSmart Charities channels so we can engage with your posts. • All grantees are expected to share stories and visual assets (photos/video) showing the impact of your grant with the marketing and PR teams at PetSmart Charities via email: petsmartcharitiesmarketing(a,petsmartcharities.org 2 PetSmart Charities,Inc.,Grant Agreement(20190520sttrk) Link to templated materials, including a press release, digital badge, door cling and social media templates: https://petsmartcharities.orgtpro/resources/marketing support All press releases and marketing materials that incorporate PetSmart Charities' logo need to be approved via email by a PetSmart Charities team member. For all press release or media alert approvals,please e- mail PublicRelations(&petsmartcharities.org. For all Marketing approvals, including but not limited to signage,please e- mail PetSmartCharitiesMarketing(a,petsmartcharities.org. Please allow 5-10 business days for approvals. Terms and Conditions A. Grantee will utilize the Grant Funds only for the Grant Purpose, subject to the Grant Conditions, and during the Grant Period, and will not use the Grant Funds for any other purpose (including,without limitation, any lobbying or political activities or any other purpose not permitted in Section 501(c)(3) of the Code). Grantee agrees to provide Charities the Impact Report(s) along with any other information reasonable requested. If the Grant Funds include any in-kind product, Grantee may be required to execute the Donated Goods Addendum. Grantee will immediately notify Charities if it is unable to comply with the terms of this Grant Agreement. B. Grantee represents to Charities, as of the Grant Agreement date and at all times during the Grant Period, that: 1. Grantee is either: (i) an organization exempt from federal income tax under Section 501(c)(3) of the Code, (ii)a governmental entity under Section 170(c)(1) of the Code that will use the Grant Funds for exclusively public purposes,or(iii)an"Indian tribal government,"under Section 7701(a)(40)of the Code,that is treated as a State that will use the Grant Funds exclusively for public purposes. 2. Grantee holds and will maintain any and all licenses,permits and registrations necessary or appropriate to operate and fulfill Grantee's mission. 3. Grantee is in compliance (and will comply) with all applicable federal, state, local and tribal laws, regulations and other requirements. 4. Grantee is not on any federal terrorism "watch list" and Grant Funds will be used in compliance with all applicable anti-terrorist financing and asset control laws, statutes and executive orders. 5. Grantee agrees that all representations or statements made by Grantee in any application or any related communications from or on behalf of Grantee are true and accurate in all material respects. Grantee will notify Charities promptly in writing of any changes in such representations or statements. C. Grantee agrees to maintain adequate books and records and other financial documents,including records that readily show the Grant Funds were used exclusively for the Grant Purpose. During the term of the Grant Agreement and for two years afterwards, Charities may audit or review Grantee's books and records to confirm Grantee's compliance with the terms of the Grant Agreement. Any such request will be made with at least ten (10)business days prior notice and during normal business hours. Following any such request, Grantee will provide Charities with the requested records and will fully cooperate with Charities. During any such audit or review, Charities may, in its sole discretion, suspend or withhold any unpaid Grant Funds pending the outcome of the audit or review. Grantee expressly grants permission to Charities or its designees to discuss with, or request documentation from, third parties about Grantee related to performance under this Agreement. Grantee agrees to cooperate with Charities in supplying additional information required for Charities to comply with governmental requests related to this Grant Agreement. D. Grantee will not make, directly or indirectly, any negative statements, whether written or oral (including in any digital electronic format)about Charities,PetSmart,Inc. or their respective activities, owners, officers,directors, or employees. This includes any statement intended, or that could be reasonably expected given its content or context, to harm or that would lead to unwanted or unfavorable publicity. 3 PetSmart Charities,Inc.,Grant Agreement(20190520sttrk) E. Nothing in this Agreement is intended or will be construed to create any type of partnership, joint venture, employment, franchise or other similar relationship between the parties. Charities and Grantee are each independent entities and each will be solely responsible for the acts and omissions of its respective officers, agents, employees, and representatives during and after the term of the Grant Agreement. This Grant Agreement is being made solely for the purpose of supporting the Grantee, and there is no explicit or implicit oral or written agreement or understanding that any Charities' director, officer or other representative will receive compensation in connection with such payment. F. Indemnification. [INTENTIONALLY OMITTED]. G. Grantee agrees that it will not discriminate by reason of race, color, creed, religion, national origin, age, sexual orientation, disability, veteran status, gender, marital status or any other legally protected status. H. Grantee agrees that it will acknowledge Charities' support in any promotional materials, including websites and social media platforms, and provide any recognition and benefits at the same level provided to other organizations giving Grantee comparable levels of funding. Grantee must obtain prior written approval by Charities and will provide Charities at least ten(10)business days to review,for quality control purposes,the proposed use.If Charities permits Grantee use of its logo, such use is a limited, non-exclusive, revocable right to use. Grantee may not use Charities' logo for any purpose other than the use permitted by Charities, and Charities may immediately terminate use if it is determined by Charities to be unacceptable. Grantee will not use either Charities' name or logo in a negative light or critical manner. Any right given to Grantee for the use of Charities name or logo may not be transferred, assigned or sublicensed. 1. Charities has the limited, non-exclusive, revocable right to publish, print, transmit, display or otherwise use Grantee's name and logo. Such use may be in electronic or digital format(including e-mail, social media platforms or websites) or in printed form. Charities will not use Grantee's name or logo in a negative light or critical manner. Charities' use of Grantee's name or logo will be limited to only the use to support or further Charities' mission. J. If either parry brings an action to enforce its rights under this Agreement, the prevailing parry may recover its expenses(including reasonable attorneys'fees)incurred in connection with the action and any appeal from the losing party. K. Either parry may terminate this Grant Agreement at any time, with or without cause, upon at least thirty (30) days written notice of such termination to the other parry. Charities may immediately terminate this Grant Agreement upon written notice to Grantee if Charities determines, in its sole discretion, that Grantee: has breached any term of this Grant Agreement; is the subject of any legal, regulatory or media investigation or is engaged in any action or course that appears to be unprofessional,uncharitable,disreputable, or otherwise inappropriate; ceases to operate or materially and adversely changes its method of operation, is insolvent, or files for or is the subject of any type of receivership, bankruptcy or similar proceeding; or has not complied with the requirements of any other agreement with Charities. Upon termination of this Grant Agreement for any reason, Grantee will return to Charities any unspent portion of the Grant Funds. If Charities terminates this Grant Agreement for cause, it may, in its sole and absolute discretion: withhold any pending or future payments of funds or provision of support; or revoke any payment of funds not used in accordance with this Grant Agreement and require that all previously provided funds will be returned. L. Confidentiality. [INTENTIONALLY OMITTED]. M. This Grant Agreement constitutes the entire agreement and understanding between the parties and supersedes all other prior and contemporaneous communications, discussions, understandings, negotiations, arrangements and agreements, whether written or oral, relating to the subject matter of this Grant Agreement. This Grant Agreement may be modified or amended only in writing, duly executed by both parties, except that, upon mutual written agreement, the parties make minor modifications to the Grant Purpose, Grant Conditions, and Grant Period that do not materially alter its intended purpose. This Grant Agreement shall not be construed for or against any party based on which party drafted this Grant Agreement, and each party had the opportunity to review this Grant Agreement 4 PetSmart Charities,Inc.,Grant Agreement(20190520sttrk) with their respective legal counsel to the party's satisfaction. This Agreement will not be effective until all information requested by Charities is provided by Grantee and is fully executed. Charities and Grantee each represent that the individuals signing are duly authorized to execute this Grant Agreement. This Grant Agreement may be executed in one or more counterparts, each of which shall be deemed an enforceable original of this Grant Agreement, but all of which together shall constitute one and the same instrument. Facsimile and other electronic signatures shall be as effective and binding as original signatures. TO EVIDENCE THEIR AGREEMENT, the parties have executed and delivered this Grant Agreement, all effective as of the last date written below. "CHARITIES" "GRANTEE" PetSmart Charities,Inc. City of Corpus Christi(Animal Care Services) Signature: Signature: Name: Name: Title: Title: Date: Date: 5 PetSmart Charities,Inc.,Grant Agreement(20190520sttrk) SC G� O'1 +-� H V oRPORP�g4 AGENDA MEMORANDUM 1852 First Reading for the City Council Meeting of December 7, 2021 Second Reading for the City Council Meeting of December 14, 2021 DATE: November 1, 2021 TO: Peter Zanoni, City Manager THRU: Andrea Gardner, Assistant City Manager and reaga(cD-cctexas.com 361.826.3506 FROM: Tracey K. Cantu, Interim Director of Neighborhood Services traceyc(o-)cctexas.com 361.826.3021 Ordinance to accept and appropriate $200,000 from the Texas Department of Housing and Community Affairs CARES Act Funding for a Texas Emergency Mortgage Assistance Program CAPTION: Ordinance accepting and appropriating $200,000 from the Texas Department of Housing and Community Affairs' ("TDHCA") allocation of Coronavirus Aid, Relief and Economic Security Act ("CARES" Act) from the U.S. Department Of Housing and Urban Development's ("HUD") Community Development Block Grant-Coronavirus ("CDBG-CV") funding for a Texas Emergency Mortgage Assistance Program; authorizing the City Manager or designee to execute all documents necessary to accept, appropriate and disburse the funds and to execute all agreements, amendments and all other documents necessary to implement the program. SUMMARY: This is an ordinance authorizing the City Manager to accept and appropriate $200,000 of CDBG- CV from TDHCA. Funding from this grant will be for a Texas Emergency Mortgage Assistance Program. The ordinance also authorizes the City Manager, or designee, to execute all documents necessary to accept, appropriate, and disburse the funds and to execute all agreements, amendments, and all other documents necessary to implement the CDBG-CV funding from TDHCA. BACKGROUND AND FINDINGS: On March 27, 2020, President Donald Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (CARES Act). As part of the Community Development Block Grant funds were allocated to States and Cities to address the impact of COVID-19 in communities. The Texas Department of Housing and Community Affairs (TDHCA) has allocated $200,000 of this funding to the City of Corpus Christi for the Texas Emergency Mortgage Assistance Program.The contract period to expend these funds expires June 14, 2022. Of the $200,000, $174,000 is available to households and $26,000 is available for administrative cost. The program is estimated to assist 15 households. The availability of the funds will be communicated to area nonprofits, disseminated via 211, announced in a news release and promoted on social media. To be eligible for funding, homeowners must have been economically impacted by COVID-19, have income at or below 80 percent of the area median, and have mortgages that are in arrears or have payments due as forbearance ends. Assistance can be provided for principle, interest, taxes, insurance and late fees. Association fees aren't eligible. Payments will be made to the lenders. Lenders must be a bank, trust company, savings bank, mortgage company, credit union, national banking association, savings and loan association, life insurance company, or another financial corporation regulated by a federal banking agency and registered with the National Multi-State Financial Licensing System. Loans from payday lenders or other short-term (less than one year)financing, loans funded from federal, state, or local funds, Loans not in first or second lien position, and loans with a non-eligible lender or debarred or suspended lender and not eligible. ALTERNATIVES: The alternative is to not accept the funds which will limit the assistance and resources available for residents in need due to COVID-19. FISCAL IMPACT: The City will receive and allocate an additional $200,000 in federal grant funds through TDHCA. Funding Detail: Fund: 1089 Organization/Activity: 890103F Mission Element: 132 Project # (CIP Only): N/A Account: 530000 RECOMMENDATION: Staff recommends the acceptance and appropriation of the TDHCA CDBG-CV funds for TEMAP. LIST OF SUPPORTING DOCUMENTS: Ordinance COF PowerPoint Ordinance accepting and appropriating $200,000 from the Texas Department of Housing and Community Affairs' ("TDHCA") allocation of Coronavirus Aid, Relief and Economic Security Act ("CARES" Act) from the U.S. Department Of Housing and Urban Development's ("HUD") Community Development Block Grant- Coronavirus ("CDBG-CV") funding for a Texas Emergency Mortgage Assistance Program; authorizing the City Manager or designee to execute all documents necessary to accept, appropriate and disburse the funds and to execute all agreements, amendments and all other documents necessary to implement the program. WHEREAS, pursuant to the Coronavirus Aid, Relief and Economic Security Act (Public Law 116-136) signed into law by President Trump on March 27, 2020 ("CARES" Act), HUD has allocated additional CDBG-CV funding to TDHCA to distribute to qualifying cities and counties in Texas to provide a Texas Emergency Mortgage Assistance Program ("TEMAP") for qualifying residents of Texas; and WHEREAS, TDHCA has allocated $200,000 in additional HUD FY2020 CDBG-CV funding to the City of Corpus Christi for the purpose of funding TEMAP for eligible persons who satisfy the criteria established by HUD for these programs; and WHEREAS, the City's Neighborhood Services Department will be following HUD and TDHCA guidance and updates pertaining to the CDBG-CV grant and TEMAP program as these changes are disseminated; and WHEREAS, the City Council has determined that this ordinance accepting and appropriating additional HUD FY2020 CDBG-CV funding from TDHCA for TEMAP would best serve the public health, safety, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That $200,000 in additional HUD CDBG-CV funding through TDHCA for the City's Fiscal Year 2022 is hereby accepted to provide emergency mortgage assistance to qualifying applicants in the City of Corpus Christi and the funds are hereby appropriated in Fund No. 1089. Section 2. That the City Manager or the City Manager's designee is authorized: • to execute all documents necessary to accept and appropriate the additional HUD FY2020 CDBG-CV funding from TDHCA upon receipt of funding from TDHCA into the Grant Fund No. 1059, and • to execute funding agreements, contracts, amendments, and all other documents necessary to implement the additional HUD FY2020 CDBG- CV funding to implement TEMAP as described herein. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo Michael T. Hunter John Martinez Mike Pusley Billy A. Lerma Ben Molina Roland Barrera Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the this the day of 2021, by the following vote: Paulette M. Guajardo Michael T. Hunter John Martinez Mike Pusley Billy A. Lerma Ben Molina Roland Barrera Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Texas Emergency Mortgage Assistance (:�j CORV OS cHRI5T5 • Texas Department of Housing and Community Affairs has awarded $200,000 to the City of Corpus Christi for the Texas Emergency Mortgage Assistance Program • $174,000 for an estimated 15 households • $26,000 for administrative expenses • Funds were made available under the CARES Act through the Community Development Block Grant • Program will be administered by City staff • Funds must be expended by June 14, 2022 Household Qualifications -: \ / CORY OS cHRI5T5 • Economically impacted by COVID-19 • For incomes at or below 80% of the area median • 4-person household is $55,450 • Households, with 6 or fewer members, that qualify for SNAP or SSI for head or co-head of household are automatically income eligible Available Assistance C cHRI IT' • Principle • Interest • Taxes F • Insurance • Late fees CLQ • Combination of arrears and future 1 �O `��i� j months is allowed [ Up to 6 consecutive payments l' N ,)T No HOA fees or special assessments IC� • Loans in arrears or forbearance if payments are due • Payments are made to eligible lenders se G� NCORP oaAT4o AGENDA MEMORANDUM 1852 First Reading for the City Council Meeting of December 7, 2021 Second Reading for the City Council Meeting of December 14, 2021 DATE: December 7, 2021 TO: Peter Zanoni, City Manager FROM: Rolando Mata, Director of Public Works Ro1andoM2(&cctexas.com (361) 826-1677 Josh Chronley, Assistant Director of Finance and Procurement Josh C2(o-)-cctexas.com (361) 826-3169 Ordinance Authorizing a Service Agreement with Raftelis Financial Consultants, Inc. and Appropriating Funds from the Storm Water Fund Balance CAPTION: Ordinance authorizing a software development and support agreement with Raftelis Financial Consultants, Inc., in the amount of $200,000.00 for a parcel data management software application for the City's Storm Water Drainage Utility System; appropriating $200,000.00 from the unreserved fund balance in the Storm Water Fund; and amending the FY 2022 Operating Budget. SUMMARY: This ordinance authorizes an agreement with Raftelis Financial Consultants, Inc. and appropriates funding for the purpose of the development and deployment of a storm water parcel data management system and maintenance agreement. BACKGROUND AND FINDINGS: On January 28, 2020, the City of Corpus Christi executed an agreement with Raftelis Financial Consultants, Inc. to help provide support with the final stages of development and implementation of a Storm Water Utility Fee. The purpose was to develop a stand-alone storm water utility fee separate from the water rate and creating a stable storm water revenue steam while engaging stakeholders in the process. Effective storm water utilities maintain the accuracy of their billing data over time and deploy systems and tools to support real-time customer service, A storm water parcel data management system provides the most streamlined way to serve these functions. Raftelis Financial Consultants is currently under contract to assist with the implementation of the storm water fee and has been working closely with the City from its inception of the storm water feasibility and implementation project. Raftelis is most familiar with all aspects of the storm water project including the data and the proposed processes for billing. As such, Raftelis has successfully developed and currently supports parcel data management systems like the one the City of Corpus Christi requires for other large stormwater utilities including Dallas, Baltimore, the Northeast Ohio Regional Sewer District, and the Pittsburgh Water and Sewer Authority. The requested lump sum funding is for an amendment to the City's current contract with Raftelis and is for the development and deployment of a stormwater parcel data management system. The system's critical functionality is to be deployed in time for staff use when billing goes live on January 1, 2022. Development and deployment of additional functionality will be deployed by March 1, 2022, so that automated interfaces can occur and so regular bulk updates to data can be consumed by the system and generate changes for review by staff. The lump sum amount also includes nine-months of support starting January 1, 2022. In pursuit of the overall purpose and goal of the January 2020 contract, a summary of the major distinctions between the original scope and additional services requested is below: i) Provide a middleware environment in which stormwater parcel data can be updated and undergo regular maintenance in response to changes to accounts recorded in INFOR and passed to the system, parcel size and state code, credits, and appeals. The system will consume any changes to source data (such as parcel updates, recombination, changes to land use and the like) contained in a geographic information system. The system will provide GIS maps for each stormwater parcel / account. ii) The application will allow for customer relationship management and stormwater parcel data maintenance functions. The application will be tailored to integrate with current customer service, GIS, and INFOR IPS inputs. iii) The application will provide stormwater parcel data management access to multiple staff groups for various functions iv) Will provide workflow reporting for staff such as changed parcels or changes needing follow up attention (not INFOR financial reporting), in appropriate formats including excel, pdf, etc. Post go-live it will include the ability for staff to create their own custom reports. v) The application will provide a regular defined export of updated stormwater accounts and fee/quantity amounts to the billing system in the specified file format, including credits for UAP (TBD) vi) For go-live, the system will be provided with core functionality: search (parcel, account, owner name, address), inset map, county assessor link, summary panel with key parcel data, ability to upload UAP documents and designate approved accounts, workflow management with teams and events, export changed accounts and fees (including, to be determined process for UAP-approved accounts), import changed accounts (file interface), quality control for user changes, basic reports PROJECT TIMELINE WITH CHANGE ORDER: Additional services requested will not add any additional time to the original project schedule timeline of for implementation date of January 1, 2022. ALTERNATIVES: The City could choose not to move forward with this tool, but this would result in a major piece of software that would result in excessive manual parcel management and could result in poor customer service. FISCAL IMPACT: The fiscal impact for FY 2022 in an amount of $200,000.00 with funding available from the Storm Water Fund. Funds will be appropriated from the Storm Water Fund Balance in the amount of$200,000.00 FUNDING DETAIL: Fund: 4300 Stormwater Fund Mission Elem: 043 Account: 550050 Computer Equipment Activity: 32000 Stormwater Administration Amount: $200,000.00 RECOMMENDATION: Staff recommends approval of this amendment and fund appropriation. LIST OF SUPPORTING DOCUMENTS: Service Agreement Ordinance Ordinance authorizing a software development and support agreement with Raftelis Financial Consultants, Inc., in the amount of $200,000.00 for a parcel data management software application for the City's Storm Water Drainage Utility System; appropriating $200,000.00 from the unreserved fund balance in the Storm Water Fund; and amending the FY 2022 Operating Budget. WHEREAS, on September 7, 2021, the City Council enacted City Ordinance No. 032543, which established a Storm Water Drainage Utility System for the City of Corpus Christi ("City") and levied a schedule of storm water drainage charges on all non-exempt real property in the City to pay for storm water drainage; WHEREAS, the Public Works Department requests to appropriate $200,000 from the unreserved fund balance in the Storm Water Fund to provide the necessary expense to engage the City's storm water consultant, Raftelis Financial Consultants, Inc., to develop and implement a software application for the management of parcel data to be utilized by the Storm Water Drainage Utility System; and WHEREAS, the software development agreement also includes approximately nine months of software support of the parcel data management application for the City's Storm Water Drainage Utility System; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Manager, or his designee, is authorized to execute a software development and support agreement with Raftelis Financial Consultants, Inc., to develop and implement a parcel data management software application necessary for use by the City's Storm Water Drainage Utility System, with software application support to be provided through September 30, 2022. Section 2. Funds in the amount of$200,000 are appropriated from the unreserved fund balance in the Storm Water Fund for the purpose stated in this ordinance. Furthermore, the City's Operating Budget for FY 2021-2022, adopted by Ordinance No. 032539, is amended by increasing expenditures by $200,000. The foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma The foregoing ordinance was read for the second time and passed finally on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of ) 2021. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor SOFTWARE DEVELOPMENT AND SUPPORT AGREEMENT FOR STORM WATER DRAINAGE UTILITY SYSTEM PARCEL DATA MANAGEMENT AND BILLING APPLICATION This SOFTWARE DEVELOPMENT AND SUPPORT AGREEMENT FOR STORM WATER DRAINAGE UTILITY SYSTEM PARCEL DATA MANAGEMENT AND BILLING APPLICATION ("Agreement"), dated December 14, 2021 (the "Effective Date"), is made between Raftelis Financial Consultants, Inc, a North Carolina corporation ("Raftelis"), and the City of Corpus Christi, a Texas home-rule corporation ("Customer"). PREAMBLE A. Raftelis and Customer entered into a Consulting Agreement effective January 28, 2020, for the provision of services related to the implementation of a new utility (the "Consulting Agreement"). B. The parties now desire to enter into the present Agreement to govern the process for development, testing, and acceptance of a dashboard software application for the use by the Customer's storm water drainage utility system for parcel data management and billing purposes ("Software") and to provide terms and conditions for Raftelis to maintain and support the Software following its launch for a period expiring September 30, 2022 ("Support"). ARTICLE 1 DEFINITIONS 1.1 Definitions. For purposes of this Agreement, the following terms have the following meanings: (a) "Acceptance Tests" has the meaning set forth in Section 2.6. (b) "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit,notice of violation,proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law, in equity, or otherwise. (c) "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person,whether through the ownership of voting securities, by contract, or otherwise. (d) "Agreement" has the meaning set forth in the Preamble. (e) "Customer" has the meaning set forth in the Preamble. (f) "Customer Materials" means all materials and information, including documents, data, specifications, software, content, and technology that are provided to Raftelis by or on behalf of Customer in connection with this Agreement. Page 1 of 18 (g) "Documentation" means any and all manuals, instructions, specifications, and other documents and materials that Raftelis provides or makes available to Customer in any medium and which describe the functionality, components, features, or requirements of the Software, including the installation, configuration, integration, operation, use, support, or maintenance thereof. (h) "Effective Date" has the meaning set forth in the Preamble. (i) "Fees" has the meaning set forth in Section 4.1. 0) "Force Majeure Event" has the meaning set forth in Section 11.6. (k) "Indemnitee" has the meaning set forth in Section 9.3. (1) "Indemnitor" has the meaning set forth in Section 9.3. (in) "Intellectual Property Rights" means any and all registered and unregistered rights granted,applied for,or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. (n) "Losses" means any and all losses,damages,liabilities,deficiencies,claims, actions,judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees, and the cost of enforcing any right to indemnification hereunder, and the cost of pursuing compliance by and/or enforcement against any insurance provider(s). (o) "Nonconformity" has the meaning set forth in Section 2.6. (p) "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity. (p) "Preamble" means all content in this Agreement that precedes Article 1, entitled"Definitions,"such content being incorporated by reference into this Agreement and which is given full force and effect, for all intents and purposes, as if such content appeared subsequent to Article 1. (q) "Project Charter" means the Project Charter and Critical Paths document attached as Exhibit A hereto. (r) "Reimbursable Expenses" has the meaning set forth in Article 4(c). (s) "Services" means the development, testing, maintenance, and support and other services to be provided by Raftelis pursuant to this Agreement. (t) "Software" means the web-based performance dashboard tool to be developed for Customer as described in this Agreement (to be integrated with the information, data, and reports gathered and produced pursuant to the existing Consulting Agreement),together with all Updates thereto. Page 2 of 18 (u) "Scope of Work" means the scope and performance of tasks attached as Attachment B to this Agreement. (v) "Specifications" means the metrics list for the Software that will be set forth in the design document described in Task 1 of the Scope of Work, including but not limited to the metrics, dashboard design guidance, and data transfer process set forth in Attachment B. (w) "Term" has the meaning set forth in Section 7.1. (x) "Testing Period" has the meaning set forth in Section 2.6. (y) "Third-Party Materials" means materials and information, in any form or medium,including any software, documents,data,content, specifications,products,equipment,or components of or relating to the Software, that are not proprietary to Raftelis. (z) "Updates"means upgrades,fixes,defect corrections,new releases/versions, modifications, improvements, enhancements, extensions, or other changes to the Software which may add new features and/or functionality and is necessary to the continuing functional performance of the Software. (aa) "Work Product" means the Software, Documentation, and other documents, work product, and materials related thereto,that Raftelis is required to or otherwise does create or provide to Customer in connection with this Agreement. ARTICLE 2 Development of Software 2.1 Development of Software. Customer hereby engages Raftelis, and Raftelis hereby accepts such engagement, to develop the Software, including all necessary Documentation, and provide Services related thereto on the terms and conditions set forth herein and in the Scope of Work and pursuant to the timetable set forth in the Project Charter. 2.2 Software Specifications. Raftelis agrees to use commercially reasonable efforts to prepare the Software and Documentation in accordance with the Specifications. 2.3 Documentation. Prior to or concurrently with the provision of access to the Software, Raftelis shall provide Customer with Documentation in a delivery format acceptable to both parties that provides reasonably clear instructions for use of the Software in accordance with its Specifications. 2.4 Changes to Specifications. Customer may at any time following the completion of the Specifications, request in writing (each, a "Change Request") changes to the Specifications, including changes to functionality or design of the Software(each, a"Change"). Upon Customer's submission of a Change Request, the parties shall evaluate and implement all Changes in accordance with this Section 2.4. (a) As soon as reasonably practicable, and in any case within five days following receipt.of a Change Request, Raftelis shall provide Customer with a written proposal for implementing the requested Change ("Change Proposal"), setting forth: Page 3 of 18 (i) a written description of the proposed Change; (ii) proposed amendments to the Specifications and Project Charter reflecting: (A) the schedule for commencing and completing any additional or modified Software or Documentation; and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease shall reflect the increase or decrease in time and expenses Raftelis requires to carry out the Change. (b) Within five days following Customer's receipt of a Change Proposal, Customer shall by written notice to Raftelis, approve, reject, or propose modifications to such Change Proposal. If Customer proposes modifications, Raftelis shall modify and re-deliver the Change Proposal reflecting such modifications, or notify Customer of any disagreement therewith, in which event the parties shall negotiate in good faith to resolve their disagreement. Upon Customer's approval of the Change Proposal or the parties' agreement on all proposed modifications thereto, as the case may be, the parties shall execute a written agreement to the Change Proposal ("Change Agreement"), which Change Agreement shall constitute an amendment to this Agreement; and (c) If the parties fail to enter into a Change Agreement within five days following Customer's response to a Change Proposal, Customer may: (i) request Raftelis to continue to perform the Services under the existing Specifications without the Change; (ii) request Raftelis to continue to negotiate a Change Agreement; or (iii) terminate this Agreement. No Change will be effective until the parties have executed a Change Agreement with respect thereto. Except as Customer may request in its Change Request or otherwise in writing, Raftelis shall continue to perform its obligations in accordance with the Scope of Work, Project Charter and Specifications pending negotiation and execution of a Change Agreement. Raftelis shall use commercially reasonable efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Agreement. Each parry shall be responsible for its own costs and expenses of preparing, evaluating, negotiating and otherwise processing any Change Request, Change Proposal and Change Agreement. 2.5 System Ready Notice. Upon completion of the Software, including review and testing of a Beta version of the Software and subsequent population of the Software with actual data, Raftelis shall provide written notice thereof to Customer's liaison (the "System Ready Notice") and provide secure, password protected administrative access to allow Customer to access and test the Software. 2.6 Acceptance Testing. Upon receipt of the System Ready Notice, Customer shall have 30 calendar days (the "Testing Period") to conduct tests to evaluate whether the Software substantially conforms to the Specifications (the "Acceptance Tests"). Raftelis, through its Page 4 of 18 liaison, shall be available to cooperate with and assist Customer in conducting the Acceptance Tests. (a) Promptly upon completion of the Acceptance Tests, Customer shall notify Raftelis in writing of its acceptance or rejection of the Software. Customer shall reject the Software only if there is a material failure of the Software to conform to the Specifications (a "Nonconformity"). Customer shall not request changes to the look and feel of the Software during Acceptance Tests. Customer shall not unreasonably withhold its acceptance and shall include in any rejection notice a reasonably detailed description of the Acceptance Tests conducted, the results thereof and each identified Nonconformity. The Software will be deemed accepted by Customer upon the expiration of the Testing Period if Customer has not delivered a notice accepting or rejecting the Software prior to such expiration. (b) Except as set forth in Section 2.6(c), following receipt of a rejection notice, Raftelis shall use commercially reasonable efforts to remedy all Nonconformities and re-deliver the Software. Upon re-delivery, Customer shall have an additional Testing Period to conduct Acceptance Tests to determine whether each such Nonconformity has been remedied. (c) The parties shall repeat the testing and cure process until Customer has accepted the Software, provided, however, if Raftelis fails more than twice to remedy a material Nonconformity: (i) Customer may accept the Software as nonconforming, in which case the fees will be reduced equitably to reflect the value of the Software as received relative to the value of the Software had it materially conformed to the Specifications;and(ii)if Customer does not accept the Software as non-conforming, either party may terminate this Agreement by written notice to the other party. This Section 2.6 sets forth Raftelis' sole obligations and Customer's exclusive remedies for any failure of the Software to conform to the Specifications. 2.7 Customer Training. Raftelis shall work with Customer to make mutually acceptable arrangements for provision of training with respect to the operation and use of the Software. Such training services shall be provided at Raftelis' then current hourly billing rate. ARTICLE 3 Maintenance and Support of Software 3.1 Maintenance and Support Services. Following Customer's acceptance of the Software, Raftelis and Customer shall jointly work together to make the Software available to End Users. Beginning on the date that the Software is made available to End Users (the "Launch Date"), Raftelis shall provide Services to implement, maintain, and support the Software on the Customer's platform. 3.2 Administrative Access and Content Control. Customer shall have the right and responsibility to administer and manage the Software, including to add, modify and delete Customer Materials. Raftelis shall provide Customer with secure, password protected administrative access to the Software to allow Customer to modify data present in the Software. Customer shall limit administrative access and control of the Software only to employees of Customer and shall not provide administrative access and control to any third party without the express prior written consent of Raftelis, which shall not be withheld unreasonably. 3.3 Support. Raftelis shall provide the following support services during the Term(the "Support Services"): Page 5 of 18 (a) Support Requests. Customer shall notify Raftelis of defects or bugs in the Software through means that shall be designated by Raftelis. Raftelis shall provide support in accordance with the support level requirements in Attachment C attached hereto. To the extent the issue concerns the uptime availability of the hosting service for the Software,the customer will be responsible for maintaining the hardware environment supporting the Software. 3.4 System Backups. Customer shall arrange for the applicable hosting service to provide automatic daily backups of information and content entered into the Software in accordance with the policies and terms and conditions of the hosting service for such backup services. 3.5 Updates. Raftelis anticipates that it will periodically release and deliver Updates of the Software and will work with Customer in a commercially reasonable manner to deliver and implement such Updates. ARTICLE 4 Fees,Expenses and Payment 4.1 Fees. In consideration of Raftelis' development of the Software and provision of Services and other undertakings hereunder, Customer shall pay Raftelis all fees set forth in Attachment B, entitled "Pricing Schedule" (the "Fees") on or before the scheduled due date(s), with such Attachment B being incorporated by reference as if set out here in its entirety. (a) Development Fee. Customer shall pay Raftelis the stated lump sum fee to develop the Software in the amount and according to the schedule set forth in Attachment B. (the "Development Fee"). Tasks described in this Agreement will be completed under the not to exceed budgeted amount stated in Attachment B billed on a percent complete basis. Effort(s) beyond what is described in the tasks will be evaluated by Raftelis and Customer, priced separately, and completed under separate pre-approved task orders outside of this Agreement and/or as an amendment to this Agreement. (b) Support Fee. Beginning as of the Launch Date, Customer shall pay Raftelis a monthly lump sum fee inclusive of the time and hours spent by Raftelis during the preceding month providing the Services set forth in Article 3 of this Agreement (the "Support Fee"). Raftelis shall charge Customer its customary monthly rate for the Support Fee, which, as of the date of this Agreement, is $10,000.00. (c) Reimbursable Expenses. Intentionally excluded. (d) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer shall be solely responsible for payment of all sales,use, excise, value-added, or other similar taxes, duties and charges of any kind payable as a result of this Agreement, provided that such taxes are clearly set forth on each invoice for Fees. Notwithstanding the preceding, Raftelis acknowledges that the Customer is exempt from sales and use taxes, and Customer agrees to provide Raftelis with a tax exemption certificate if requested. (e) Late Payments. Customer shall pay a finance charge on any overdue payment in accordance with the provisions of the Texas Prompt Payment Act, or the maximum rate permitted by law, whichever is less, plus all reasonable costs and expenses of collection Page 6 of 18 (including reasonable attorneys' fees and expenses), if any, which are incurred by Raftelis and may be awarded pursuant to a court judgment or order 4.2 Invoices. Raftelis shall invoice Customer for a pro rata portion of the Development Fee on a monthly basis. Customer shall pay all invoiced Fees within 30 days after Customer' receipt of a proper invoice in accordance with the Texas Prompt Payment Act and this Agreement. ARTICLE 5 Intellectual Property Rights 5.1 Customer Software. Customer acknowledges and agrees that Raftelis shall remain the owner of all Intellectual Property Rights in and to (a)the Software and Documentation and (b) all works, inventions, and other subject matter incorporating, based on, or derived from any Raftelis' work on the Software and Documentation, including all Updates. 5.2 Customer Materials. As between Customer and Raftelis, Customer is and will remain the sole and exclusive owner of all right,title and interest in and to the Customer Materials, including all Intellectual Property Rights relating thereto. 5.3 . Trademarks. Raftelis shall incorporate trademarks and logos selected by Customer into the display of the Software in accordance with the reasonable request of Customer. Customer acknowledges and agrees that, at Raftelis' request, the Software shall include a notice, placed and formatted in a manner reasonably acceptable to both parties, indicating that the Software was developed with the assistance of or powered by Raftelis. ARTICLE 6 Licenses 6.1 Customer License. Subject to and conditioned upon Customer's payment of the Development Fees and compliance with the terms and limitations of the license granted herein, Raftelis hereby grants to Customer a fully paid-up and royalty-free,perpetual,non-exclusive,non- transferable(except as set forth in Section 11.1), non-sublicensable license: (a) to operate and use the Software and Documentation in object code in the United States in perpetuity, solely for Customer's business operations and in accordance with the Documentation; and (b) to use the Documentation in connection therewith. 6.2 Raftelis License. Subject to the terms and conditions of this Agreement, Customer hereby grants Raftelis and third-party agents retained by Raftelis to perform the Services hereunder a limited, royalty-free, fully-paid up, non-exclusive, non-transferable and non-sublicensable license with respect to the Customer Materials: (a) as necessary and appropriate to enable Raftelis and other Raftelis- contracted agents to perform the duties and obligations of Raftelis under this Agreement; and (b) Raftelis may collect and gather aggregated, anonymized information entered into the Software and combine it with additional information available to Raftelis, for purposes of industry research, analysis, and marketing. Notwithstanding the foregoing, Raftelis' use of other licensed products, information, and data collected or produced by Raftelis pursuant to the parties' Consulting Agreement, remains in full force and effect during the term of this Agreement and, unless otherwise released, continues in perpetuity. Page 7 of 18 ARTICLE 7 Term and Termination 7.1 Term. The term of this Agreement("Term") shall commence on the Effective Date, remain in effect following the Launch Date, and continuing through September 30, 2022, unless sooner terminated as provided herein. Prior to the end of the Term, the parties may execute an amendment to this Agreement, or a separate contract, for the continuation of maintenance and support by Raftelis of the Software for consecutive 12-month periods, subject to sufficient appropriations by Customer. 7.2 Termination by Customer. Customer may terminate this Agreement: (a) as set forth in Sections 2.4 (Change Orders)and 2.6(Acceptance Procedure) of this Agreement; (b) if Raftelis breaches any of its material obligations under this Agreement, and such failure continues for 30 days after Customer gives written notice to Raftelis; (c) if Raftelis becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; makes or seeks to make a general assignment for the benefit of its creditors; or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 7.3 Termination by Raftelis. Raftelis may terminate this Agreement if: (a) Customer fails to make any payment due under this Agreement and such failure continues for 30 days after Raftelis gives written notice to Customer in accordance with the Texas Prompt Payment Act; (b) Customer otherwise breaches any of its obligations under this Agreement and such failure continues for 30 days after Raftelis gives written notice to Customer; or (c) Customer becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; makes or seeks to make a general assignment for the benefit of its creditors; or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 7.4 Effect of Termination or Expiration. Upon termination or expiration of this Agreement: (a) If either party terminates this Agreement prior to the Launch Date,including a termination pursuant to Section 2.4 or 2.6 of this Agreement, then, upon Customer's payment of all Fees due pursuant to the milestones reached prior to the effective date of such termination, Customer is hereby granted a non-exclusive,non-transferable,and non-assignable right and license Page 8 of 18 to use such Software on the terms and conditions set forth in Section 6.1, provided that such Software is provided "as is" without warranty of any kind and Raftelis has no continuing obligations or liability to Customer or any other Person with respect thereto. (b) If either party terminates this Agreement after the Launch Date, then Raftelis shall cooperate with Customer,and any hosting services provider designated by Customer, if any, to facilitate the transfer of control of and access to the Software in the manner designated by Customer or such hosting services provider. In such event,Raftelis shall continue to(i) provide the Services hereunder for such additional period as Customer reasonably requests, but not longer than 90 days (the "Migration Period"), and (ii) provide commercially reasonable assistance in completing such migration. Raftelis shall provide all Services during the Migration Period in accordance with the terms and conditions, and for the Fees, applicable to the provision of Services immediately prior to the Agreement's expiration or termination. On or before the end of the Migration Period, Raftelis shall deliver to Customer, or any hosting services provider for Customer, a complete copy of the Software in object code form and all Customer Materials current as of such date. 7.5 Surviving Terms. The rights, obligations and conditions set forth in this Section 7.5, Sections 5.1, 5.2, 6.2(b), 8.3, 10.1, 10.2, 11.2, 11.3, 1 L4, 11.5, and 11.8 and any other rights, obligations or conditions that, by its express terms or nature and context is intended to survive the termination or expiration of this Agreement,will survive any such termination or expiration hereof. ARTICLE 8 Warranties 8.1 Software Warranties. Raftelis warrants: (a) that the Software will function in accordance with its Specifications, the Documentation, and this Agreement for a period of270 days following the Launch Date stated in this Agreement; (b) that Raftelis will perform all Services in a professional and workmanlike manner in accordance with commercially reasonable industry standards and practices for similar services, using personnel with the requisite skill, experience and qualifications, and shall devote adequate resources to meet its obligations under this Agreement; 8.2 In the event Customer terminates this Agreement for a breach of the limited warranty set forth herein, Customer shall be entitled to a refund of a pro-rata share of all Development Fees and Software fees pre-paid to Raftelis prior to the date of termination. 8.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1, ALL SOFTWARE, SERVICES, AND WORK PRODUCT ARE PROVIDED "AS IS" AND RAFTELIS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND RAFTELIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, RAFTELIS MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR WORK PRODUCT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S Page 9 of 18 OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD- PARTY MATERIALS. RAFTELIS EXPRESSLY DISCLAIMS ANY WARRANTY THAT ANY TRADEMARK OR LOGO SELECTED BY CUSTOMER, WITH OR WITHOUT THE ASSISTANCE OF RAFTELIS, IS AVAILABLE FOR USE BY CUSTOMER AND CUSTOMER ADOPTS OR USES ANY TRADEMARK OR LOGO AT ITS OWN RISK. ARTICLE 9 Indemnification 9.1 Raftelis Indemnification. Raftelis shall indemnify, defend, and hold harmless Customer from and against any and all Losses incurred by Customer resulting from any Action by a third party (other than an Affiliate of Customer) to the extent such action is alleges that Customer's use of the Software (excluding Customer Materials and Third-Party Materials) in compliance with this Agreement infringes a U.S. Intellectual Property Right. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any: (a) combination of the Software with any hardware, system, or other software or materials not provided or authorized in writing by Raftelis; (b) modification of the Software other than: (i) by Raftelis; or(ii)with Raftelis' written approval in accordance with Raftelis' written specification; (c) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer; or (d) act, omission, or other matter described in Section Error! Reference source not found.9-.2+a}, Section Error! Reference source not found.9-..20- ,), or Section Error! Reference source not found.472f-e4, whether or not the same results in any Action against or Loss by any Raftelis Indemnitee. 9.2 Customer Indemnification. Intentionally excluded. 9.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes Customer is or may be entitled to be indemnified pursuant to Section 9.19A. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 9.34.--' will not relieve the Indemnitor of its obligations under this Section 9 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Page 10 of 18 9.4 Miti ation. If the Software,other than Customer Materials,is or in Raftelis' opinion is likely to be claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer's use of the Software, other than Customer Materials, is enjoined or threatened to be enjoined, Raftelis may, at its option and sole cost and expense: (a) obtain the right for Customer to continue to use the Software materially as contemplated by this Agreement; (b) modify or replace the Software, in whole or in part, to seek to make the Software (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Software under this Agreement; or (c) by written notice to Customer, terminate the license granted to Customer under this Agreement and require Customer to immediately cease any use of the Software or any specified part or feature thereof, provided that if such termination occurs prior to five (5) years after the Launch Date, subject to Customer's compliance with the license limitations set forth in Section 6.1 of this Agreement, Customer will be entitled to a refund of 20% of the full Development Fee for each year short of five (5) years from the Launch Date that the termination occurs (e.g., a refund of 80% of the Development Fee if terminated between the first and second years after the Launch Date, 60% if terminated between then second and third years after the Launch Date, etc.). THIS SECTION Error! Reference source not foand.4.4 SETS FORTH CUSTOMER'S SOLE REMEDIES AND RAFTELIS'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SOFTWARE) INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT. ARTICLE 10 Limitations of Liability 10.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL RAFTELIS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION,USE,BUSINESS, REVENUE,OR PROFIT,OR LOSS OF DATA OR DIMINUTION IN VALUE, OR (b) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 10.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF RAFTELIS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,AND Page 11 of 18 OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT AS OF THE DATE THE LIABILITY AROSE. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, RAFTELIS ACKNOWLEDGES AND AGREES THAT THE CYBER LIABILITY COVERAGE REQUIRED TO BE OBTAINED AND MAINTAINED BY RAFTELIS PURSUANT TO THIS AGREEMENT IS AN EXCEPTION TO AND EXCLUSION FROM THE AGGREGATE CAP ON LIABILITY IN THIS SECTION 10.2. ARTICLE 11 Additional Provisions 11.1 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party; provided that either party may assign this Agreement to any acquirer of all or substantially all of the assets of that party by merger, a sale of assets or otherwise. In the event that either party attempts to take action that violates this Section, the other party may, without limiting any other legally available remedies, either (a) terminate this Agreement; or (b) enforce all terms and conditions of this Agreement as against the other party and the assignee or acquirer. 11.2 Waiver. No waiver by either party of any breach of any provision of this Agreement or any other written agreement between the parties, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such breach or as a waiver of any breach of any other provision of this Agreement or any other agreement between the parties. The failure of either party at any time or times to require performance of any provision of this Agreement or any other agreement between the parties shall in no manner affect such party's right to enforce the same at a later date. 11.3 Entire Agreement. This Agreement and all Attachments, including, in context, any references to the parties' separate Consulting Agreement, contain the entire agreement of the parties and supersede any prior written or oral agreements or representations between the parties. In the event of a conflict between this Agreement and the Consulting Agreement, this Agreement shall control. 11.4 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to any conflicts of law rules. 11.5 Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason,the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable,but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed and enforced as so limited. 11.6 Force Majeure. (a) No Breach or Default. In no event will either be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control (a"Force Majeure Event"), including acts of God, flood, fire, earthquake, or explosion, pandemic, war, terrorism, Page 12 of 18 invasion, riot, or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages, or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export, or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of 120 days or more. (b) Affected Party Obligations.- In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give notice to the other party and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Maj eure Event. 11.7 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement have binding legal effect only if in writing and addressed to a parry as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 3.21): If to Raftelis: E-mail: Attention: Henrietta Locklear, Vice President If to Customer: City of Corpus Christi Attn: Director, Public Works Department 2525 Hygeia St. Corpus Christi, TX 78415 11.8 No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. [THE NEXT PAGE IS THE SIGNATURE PAGE] Page 13 of 18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. Signed: For Customer: By: ID LN A IF 7 Date: Attest: Rebecca Huerta, City Secretary Approved as to form: Assistant City Attorney Date For Raftelis: By: Date: Page 14 of 18 Attachment A Scope of Work 1 . General Reg uirements/Bac k-grou nd Information Raftelis shall be responsible for the development, testing, maintenance, and support for the implementation of a software application to be utilized for parcel data management and billing of drainage fees for the City's Storm Water Drainage Utility System under this Scope of Work, as further detailed in the Agreement and this Attachment A. 2 Storm Water Parcel Data Management System Development Raftelis shall ensure the Software accomplishes and provides the following: A. A middleware environment in which stormwater parcel data canoe updated and undergo regular maintenance in response to changes to accounts recorded in INFOR and passed to the system, parcel size andsfafe code, credits, and appeals—the system will consume any changes to source data (such as parcel updates, recombination, changes to lancluse and the like) contained in a geographic information system ("GIS") and, additionally, the system will provide GIS maps for each stormwater parcel account. B. Allows for customer relationship management and storm water parcel data maintenance functionsO—the application will be tailored to integrate with current customer service, GIS, and INFOR IPS inputs—the application will provide storm wafer parcel data management accessto multiple staff groups for various functions. C. Work flow reporting for staff such as changed parcels or changes needing follow up attention (not INFOR financial reporting), inappropriate formats including Excel, PDF, etc., and, post "go-live," includes the ability for staff to create their own custom reports. D. A regular defined export of updated storm water accounts and fee/quantity amounts to the billing system in the specified file format,including credits for the utility assistance program (UAP). (TBD) Page 15 of 18 3. Go-Live and Subsequent: Software Application Requires Core Functionality Raftelis shall ensure that the parcel data management system and integrated billing application shall be capable of the following core functionalities: A. At go-live: search (by parcel, account, owner name, and address); inset map; county assessor link(s); summary panel with key parcel data; ability to upload UAP documents and designate approved accounts; workflow management with for both teams and events; export changed accounts and fees (including, the TBD process for UAP-approved accounts); import changed accounts (file interface); qualify control for user changes, and basic reports B. Subsequent to go-live, enhanced functionality will be deployed: nig htlygeo processing updates, automated bulk parcel updates, manual removal or addition of parcels, quality control for automated import s,dash board, mechanism for feedback to development team, letter templates for letters to customers (if desired), street fee management features (if desired), and enhanced reports. 4. Testinq Raftelis shall test the storm water account management system and work with City resources to test account management features, UAP, deploy-ment of storm water billing file(s), integration with applicable systems, and reporting. 5. Documentation and Training Raftelis shall produce functional and user-oriented documentation for the storm water parcel data management system. 6. Onaoinq Maintenance and Support Services Raftelis shall provide ongoing Software maintenance and support of the storm water parcel management and billing information system through September 30, 2022, and may, subject to mutual consent of the parties and sufficient budget appropriations in the future, continue to do so by amendment to this Agreement or pursuant to a separate scope and fee. Page 16 of 18 R RAFTELIS Attachment B - Pricing Schedule Public Works Department- Storm Water 2525 Hygeia Street Corpus Christ, TX Subject: Corpus Christi Stormwater Fee Service Agreement to Include Parcel Data Management System Description Unit Price Units Cost Development and deployment of 77,000 1 Each $ 77,000 software with critical functionality by January 1, 2022 Development and deployment of 33,000 1 Each $ 33,000 additional functionality by March 1, 2022 Software maintenance and support for 10,000 9 Month $ 90,000 9 months (January 1, 2022 through s September 30, 2022 Total $200,000 3755 S.Capital of Texas Highway,Suite 155 Austin.TX 78704 www.raftelis.com Paae 18 of 19 ATTACHMENT C RAFTELIS SUPPORT SERVICES Raftelis shall acknowledge receipt of support requests from Customer within 1 business day from receipt of the request. Thereafter, Raftelis shall use commercially reasonable efforts to resolve requests within the resolution times set forth in the chart below. For purposes of this Agreement, Raftelis has "resolved" the request when it has corrected the issue or error that prompted that request. Severity Definition Required Service Level Resolution Time Level 1 Critical Issue: An issue or error As soon as practicable depending on the that disables or materially impairs complexity of the issue but will endeavor to one or more major functions of the resolve the issue no later than 1 business day Software or Customer's use of any after Raftelis' receipt of the request. j major function of the Software. 2 Substantial Issue: As soon as practicable depending on the complexity of the issue but Raftelis will A problem, other than a Severity endeavor to resolve the issue no later than Level 1 problem, that impairs the three business days after Raftelis' receipt of operation of the Software. the request. 3 Minor Problem: As soon as practicable depending on the complexity of the issue but Raftelis will An isolated or minor problem in the endeavor to resolve the issue no later than Software that meets each of the five business days after Raftelis' receipt of the following requirements: request. (a) does not significantly affect the Software's functionality; (b) can or does impair or disable only certain non-essential Software functions; and (c) does not materially affect Customer's use of the Software. Page 18 of 18 se G� O'1PH +-� H P AGENDA MEMORANDUM oRPORPg4 First Reading Ordinance for the City Council Meeting December 7, 2021 1852 Second Reading Ordinance for the City Council Meeting December 14, 2021 DATE: November 16, 2021 TO: Peter Zanoni, City Manager FROM: Annette Rodriguez, Director of Public Health An n ette r(o-)-cctexas.com 361-826-7205 Acceptance of the Tuberculosis Prevention and Control-Federal (TB/PC-FED)grant contract in the amount of$48,345.00 for the contract period January 1, 2022, through December 31, 2022. CAPTION: Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract between the Department of State Health Services and the Corpus Christi-Nueces County Public Health District in the amount of $48,345.00 with a City match of$9,669.00 for the period January 1, 2022, through December 31, 2022, to provide tuberculosis prevention and control services under the Health Grant. SUMMARY: This ordinance authorizes a contract in the amount of$48,345.00 with the Department of State Health Services (DSHS). The contract provides personnel costs (1 FTE), supplies, and other expenses. The Tuberculosis (TB) Contract Personnel assists the TB program in preventing, controlling, and investigating TB cases within the jurisdiction of the Corpus Christi-Nueces County Public Health District (CCNCPHD). BACKGROUND AND FINDINGS: History: DSHS has awarded Federal funding to the CCNCPHD to assist in mitigating TB in our community for over 20 years. This grant provides for personnel costs, supplies and other expenses to offer services and associated activities to prevent and control TB within the jurisdiction of the CCNCPHD. The personnel costs are for 1 FTE, which is a Public Health Tech I position in our TB program. The contract is effective January 1, 2022, and terminates on December 31, 2022, 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. Purpose: These TB funds provide CCNCPHD with one public health tech I position that provides outreach services targeted at identification of new and/or suspect TB cases through contact investigations and targeted testing. The public health tech I position also conducts directly observed therapy to all active TB patients daily, throughout Nueces County. The TB program consist of 5 employees, 1 city general fund, 2 county general fund and 2 grant employees. Staffing includes two nurses and 3 clerical staff. Outreach TB efforts target individuals in the Department of Corrections, homeless shelters, alcohol and drug treatment centers, and individuals seeking immigration status. ALTERNATIVES: Refuse acceptance of the grant which would reduce staffing by one and reduce current TB capacity to our community. FISCAL IMPACT: This grant funding in the amount of $48,345.00 is to provide TB prevention and control services to our community. This grant requires a cash match of 20%which is$9,669.00. DSHS has allowed the CCNCPHD to satisfy the grant match requirement by using a portion of the salary of a CCNCPHD Public Health Manager who is paid by City general fund (1020-12615-102)and works in the TB Clinic. Funding Detail: Fund: 1066 Organization/Activity: 830522F Mission Element: 102 Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001096400011 Ordinance DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 INTERLOCAL COOPERATION CONTRACT DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS001096400011 TUBERCULOSIS PREVENTION AND CONTROL—FEDERAL(TB/PC-FEDERAL) GRANT PROGRAM THE DEPARTMENT OF STATE HEALTH SERVICES ("System Agency" or "DSHS") and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT ("Local Government" or"Grantee"), each a"Party" and collectively the "Parties," enter into the following contract to provide federal funding for Tuberculosis Prevention and Control (the "Contract") pursuant to the provisions of the "Interlocal Cooperation Act," Chapter 791 of the Texas Government Code. I. PARTIES System Agency Local Government Department of State Health Services Corpus Christi-Nueces County Public Attention: Lacy Alexander Health District 1100 W. 49th Street, MC 1990 Attention: Annette Rodriguez Austin, Texas 78756 1702 Horne Rd. lacy.alexandergdshs.texas.gov Corpus Christi, Texas 78416 annetter(acctexas.com II. STATEMENT OF SERVICES TO BE PROVIDED The Parties agree to cooperate to provide necessary and authorized services and resources in accordance with the terms of this Contract. Specific services provided are described in Attachment A— Statement of Work. III. CONTRACT PERIOD AND RENEWAL The Contract is effective on January 1, 2022 or the signature date of the latter of the Parties to sign this Contract, and terminates on December 31, 2022, 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 subjectto terms and conditions mutually agreeable to both Parties. The Contract may be renewed for up to four(4)additional one- year periods, with renewal initiated at the sole discretion of System Agency. Continued funding of the Contract in future years is contingent upon the availability of funds and the satisfactory performance of the Local Government during the prior Contract period. Funding may vary and is subject to change each renewal period. Reimbursement will only be made for those allowable expenses that occur within the term of the Contract. IV. AMENDMENT The Parties to this Contract may modify this Contract only through the execution of a written amendment signed by both Parties. DSHS Contract No.HHS001096400011 Page 1 of 8 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 V. CONTRACT AMOUNT AND PAYMENT FOR SERVICES The total amount of this Contract will not exceed $58,014.00. This includes System Agency's share of$48,345.00 and Grantee's required match amount of$9,669.00. All expenditures under this Contract will be in accordance with Attachment B, Budget. Indirect Cost Rate: The Grantee's acknowledged or approved Indirect Cost Rate (ICR) is contained within ATTACHMENT B, BUDGET and either the ICR Acknowledgement Letter, ICR Acknowledgement Letter— Ten Percent De Minimis, or the ICR Agreement Letter is attached to this Contract and incorporated as ATTACHMENT H,INDIRECT COST RATE LETTER. If an Indirect Cost Rate Letter is required but it is not issued at the time of Contract execution, the Parties agree to amend the Contract to include the Indirect Cost Rate Letter as ATTACHMENT H and revise ATTACHMENT B when the Indirect Cost Rate Letter is issued. If the System Agency, at its sole discretion, approves or acknowledges an updated indirect cost rate,the new rate,together with the revised ICR Acknowledgement Letter,ICR Acknowledgement Letter — Ten Percent De Minimis, or the ICR Agreement Letter, will be included in the revised ATTACHMENT H and amended ATTACHMENT B. VI. ADDITIONAL GRANT INFORMATION In accordance with 2 CFR 200.332(A), any of the following information that is not available at time of Contract execution will be provided via email once available. Federal Award Identification Number(FAIN): To be determined Federal Award Date: To be determined Name of Federal Awarding Agency: Centers for Disease Control and Prevention CFDA Name and Number: 93.116 —Tuberculosis Elimination and Laboratory Cooperative Agreement—Prevention& Control Awarding Official Contact Information: To be determined DUNS: 081078891 VII. LEGAL NOTICES Legal Notices under this Contract shall be deemed delivered when deposited either in the United States mail,postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required,to the appropriate address below: System Agency Department of State Health Services 1100 W. 49th Street, MC 1919, M526 Austin, Texas 78756 Attention: General Counsel Local Government Corpus Christi-Nueces County Public Health District DSHS Contract No.HHS001096400011 Page 2 of 8 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 1702 Horne Rd. Corpus Christi, Texas 78416 Attention: Annette Rodriguez Notice given in any other manner shall be deemed effective only if and when received by the Parry to be notified. Either Party may change its address for receiving legal notice by notifying the other Party in writing. VIII. CERTIFICATIONS The undersigned contracting Parties certify that: (1) The services specified above are necessary and essential for activities that are properly within the statutory functions and programs of the affected agencies of state government; (2) Each Party executing this Contract on its behalf has full power and authority to enter into this Contract; (3) The proposed arrangements serve the interest of efficient and economical administration of state government; and (4) The services contracted for are not required by Section 21, Article XVI of the Constitution of Texas to be supplied under a contract awarded to the lowest responsible bidder. The System Agency further certifies that it has statutory authority to contract for the services described in this Contract under Texas Health and Safety Code Chapter 12 or 1001. SIGNATURE PAGE FOLLOWS DSHS Contract No.HHS001096400011 Page 3 of 8 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO.HHS001096400011 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT Signature Signature Printed Name Printed Name Title Title Date Date THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO. HHS001096400011 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A—STATEMENT OF WORK ATTACHMENT B—BUDGET ATTACHMENT C—UNIFORM TERMS AND CONDITIONS ATTACHMENT D—CONTRACT AFFIRMATIONS ATTACHMENT E—DATA USE AGREEMENT ATTACHMENT F—FEDERAL ASSURANCES AND CERTIFICATIONS ATTACHMENT G—FFATA CERTIFICATION ATTACHMENTS FOLLOW DSHS Contract No.HHS001096400011 Page 4 of 8 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 ATTACHMENT A STATEMENT OF WORK L GRANTEE RESPONSIBILITIES Grantee will: A. Comply with the most current version of the Tuberculosis (TB) Work Plan located at: http://www.dshs.texas.gov/idcu/disease/tb/policies/. B. Use federal funds under this Contract to support any of the following core TB control front- line activities: 1. Directly observed therapy (DOT); 2. Outpatient services (tuberculin skin testing, chest radiography, medical evaluation, treatment); 3. Class B immigrant evaluation and treatment; 4. Contact Investigation, evaluation and treatment; 5. Cohort Review; 6. Surveillance; 7. Reporting; 8. Data analyses; 9. Cluster investigations; and 10. Provider education and training. C. Provide a match of no less than 20% of the total budget as reflected in the Contract. D. Provide match at the required percentage or System Agency 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. E. Ensure no System Agency funds or matching funds are used for: 1. Medication purchases; 2. Inpatient clinical care (hospitalization services); 3. Entertainment; 4. Furniture; 5. Equipment; or 6. Sectarian worship, instruction, or proselytization. However,food and incentives are allowed using System Agency funds,but are not allowed using matching funds. F. Not lapse more than 1% of the total funded amount of the Contract. DSHS Contract No.HHS001096400011 Page 5 of 8 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 G. Maintain and adjust spending plan throughout the Contract term to avoid lapsing funds. During the term of this Contract, System Agency 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 staffing levels to meet required activities of the Contract and to ensure all funds in personnel category are expended. L Use System Agency-designated data systems available for local entry. All collected TB information shall be entered into designated state TB information system according to documented timelines and specifications in the Tuberculosis Work Plan. Data entered into System Agency data systems will be considered submitted to System Agency. J. Comply with all applicable federal and state statutes and regulations, policies and guidelines as revised. II. PERFORMANCE MEASURES System Agency will monitor the Grantee's performance of the requirements in 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 findings in a written narrative explaining the barriers and include a plan to address those barriers. This requirement does not excuse any violation of this Contract, nor does it limit System Agency as to any options available under the Contract regarding breach. III. INVOICE AND PAYMENT Grantee will request payment by preparing an invoice and submitting acceptable supporting documentation for reimbursement of the required services/deliverables. Invoices and supporting documentation provided shall be submitted to System Agency no later than thirty (30) days after the last day of each month. A. Grantee will submit the State of Texas Purchase Voucher(Form B-13) and any supporting documentation to: invoices e,dshs.texas._og_v & CMSinvoicesgdshs.texas._og_v or fax to: (512) 458-7442. The form is located at http://www.dshs.state.tx.us/grants/fonns/bI3form.doc. B. Grantee will email the Financial Status Report (FSR-269A) and the Match Certification Form (B-13A) to the following: F SRgrant2dshs.texas.gov and TBContractReportin ,dshs.texas.gov. Grantee must submit final FSR, Match Certification Form (B-13A), and a reimbursement or final payment request no later than forty-five (45) calendar days following the end of the Contract term. C. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. DSHS Contract No.HHS001096400011 Page 6 of 8 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 IV. REPORTING REQUIREMENTS Report Name Frequency Period Begin Period End Due Date Annual Progress Annually January 1, 2022 December 31, 2022 April 1, 2023 Report Financial Status Quarterly January 1, 2022 March 31, 2022 April 30, 2022 Report FSR Financial Status Quarterly April 1, 2022 June 30, 2022 July 31, 2022 Report FSR Financial Status Quarterly July 1, 2022 September 30, 2022 October 31, 2022 Report FSR Financial Status Quarterly October 1, 2022 December 31, 2022 February 15, 2023 Report FSR Match Annually October 1, 2022 December 31, 2022 February 15, 2023 Reimbursement/ Certification Form (B-13A)- Final Quarter Cohort Review Periods and Submission Schedule Cohort period cases counted in: Are reviewed and reported by: First quarter(Jan. 1 —Mar. 31) current year March 31 of the following year Second quarter (Apr. 1 —June 30) current year June 30 of the following year Third quarter (July 1 — Sept. 30) current year September 30 of the following year Fourth quarter(Oct. 1 —Dec. 31) current year December 31 of the following year Annual Report Submission Instructions: Submit program report to the TB Reporting Mailbox at TBContractReportin e,dshs.texas.gov. System Agency TB Program will provide the form and format for the Annual Report. The Annual Report will be a separate report for the Grantee and must not be included with reports for the region. DSHS Contract No.HHS001096400011 Page 7 of 8 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 ATTACHMENT B BUDGET Budget Category DSHS Funds Cash Match Category Total Personnel $29,220.00 $9,669.00 $38,889.00 Fringe Benefits $18,400.00 $0.00 $18,400.00 Travel $586.00 $0.00 $586.00 Equipment $0.00 $0.00 $0.00 Supplies $0.00 $0.00 $0.00 Contractual $0.00 $0.00 $0.00 Other $139.00 $0.00 $139.00 Total Direct Costs $48,345.00 $9,669.00 $58,014.00 Indirect Costs $0.00 $0.00 $0.00 Totals: $48,345.00 $9,669.00 $58,014.00 (Remainder of Page Intentionally Left Blank) DSHS Contract No.HHS001096400011 Page 8 of 8 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 TEXAS Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.0 Published and Effective — August 2021 Responsible Office: Chief Counsel DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 ABOUT THIS DOCUMENT In this document, Grantees(also referred to in this document as subrecipients or contractors)will find requirements and conditions applicable to grant funds administered and passed-through by both the Texas Health and Human Services Commission(HHSC) and the Department of State Health Services(DSHS). These requirements and conditions are incorporated into the Grant Agreement through acceptance by Grantee of any funding award by HHSC or DSHS. The terms and conditions in this document are in addition to all requirements listed in the RFA, if any, under which applications for this grant award are accepted, as well as all applicable federal and state laws and regulations. Applicable federal and state laws and regulations may include,but are not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; requirements of the entity that awarded the funds to HHS; Chapter 783 of the Texas Government Code; Texas Comptroller of Public Accounts' agency rules (including Uniform Grant and Contract Standards set forth in Title 34,Part 1, Chapter 20, Subchapter E, Division 4 of the Texas Administrative Code);the Texas Grant Management Standards(TxGMS)developed by the Texas Comptroller of Public Accounts; and the Funding Announcement, Solicitation, or other instrument/documentation under which HHS was awarded funds. HHS, in its sole discretion,reserves the right to add requirements,terms, or conditions. HHS Uniform Terms and Conditions—Grant v 3.0 Effective August 2021 Page 2 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS........................... 6 1.1 DEFINITIONS ......................................................................................................... 6 1.2 INTERPRETIVE PROVISIONS.................................................................................. 7 ARTICLE II. PAYMENT PROVISIONS......................................................................... 8 2.1 PROMPT PAYMENT................................................................................................ 8 2.2 TAXES.................................................................................................................... 8 2.3 ANCILLARY AND TRAVEL EXPENSES ................................................................... 9 2.4 BILLING................................................................................................................. 9 2.5 USE OF FUNDS ....................................................................................................... 9 2.6 USE FOR MATCH PROHIBITED.............................................................................. 9 2.7 PROGRAM INCOME ............................................................................................... 9 2.8 NONSUPPLANTING................................................................................................. 9 2.9 INDIRECT COST RATES....................................................................................... 10 ARTICLE III. STATE AND FEDERAL FUNDING..................................................... 10 3.1 EXCESS OBLIGATIONS PROHIBITED................................................................... 10 3.2 NO DEBT AGAINST THE STATE........................................................................... 10 3.3 DEBTS AND DELINQUENCIES .............................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS ......................................................................... 10 ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS.................. 11 4.1 ALLOWABLE COSTS............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 12 ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS........................................................................................................... 12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 13 5.3 FEDERAL ASSURANCES....................................................................................... 13 5.4 FEDERAL CERTIFICATIONS ................................................................................ 13 5.5 STATE ASSURANCES............................................................................................ 13 HHS Uniform Terms and Conditions—Grant v 3.0 Effective August 2021 Page 3 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 ARTICLE VI. INTELLECTUAL PROPERTY............................................................. 13 6.1 OWNERSHIP OF WORK PRODUCT....................................................................... 13 6.2 GRANTEE'S PRE-EXISTING WORKS................................................................... 14 6.3 THIRD PARTY IP................................................................................................. 14 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS ............................... 14 6.5 DELIVERY UPON TERMINATION OR EXPIRATION.............................................. 14 6.6 SURVIVAL............................................................................................................ 15 6.7 SYSTEM AGENCY DATA...................................................................................... 15 ARTICLE VII. PROPERTY............................................................................................ 15 7.1 USE OF STATE PROPERTY................................................................................... 15 7.2 DAMAGE TO STATE PROPERTY .......................................................................... 16 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT....... 16 7.4 EQUIPMENT AND PROPERTY............................................................................... 16 ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY..... 17 8.1 RECORD MAINTENANCE AND RETENTION......................................................... 17 8.2 AGENCY'S RIGHT TO AUDIT............................................................................... 17 8.3 RESPONSEXOMPLIANCE WITH AUDIT OR INSPECTION FINDINGS ................... 18 8.4 STATE AUDITOR'S RIGHT TO AUDIT.................................................................. 18 8.5 CONFIDENTIALITY.............................................................................................. 18 ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES...................................................................................................................... 18 9.1 REMEDIES............................................................................................................ 18 9.2 TERMINATION FOR CONVENIENCE .................................................................... 19 9.3 TERMINATION FOR CAUSE ................................................................................. 19 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS.... 20 9.5 INHERENTLY RELIGIOUS ACTIVITIES................................................................ 20 9.6 POLITICAL ACTIVITIES....................................................................................... 20 ARTICLE X. INDEMNITY..............................................................................................21 10.1 GENERAL INDEMNITY......................................................................................... 21 10.2 INTELLECTUAL PROPERTY................................................................................. 21 10.3 ADDITIONAL INDEMNITY PROVISIONS............................................................... 21 ARTICLE XI. GENERAL PROVISIONS......................................................................22 11.1 AMENDMENTS..................................................................................................... 22 11.2 NO QUANTITY GUARANTEES.............................................................................. 22 HHS Uniform Terms and Conditions-Grant v 3.0 Effective August 2021 Page 4 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS.......................................................................... 22 11.5 INSURANCE AND BONDS...................................................................................... 23 11.6 LIMITATION ON AUTHORITY.............................................................................. 23 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS............................................ 24 11.8 SUBCONTRACTORS.............................................................................................. 24 11.9 PERMITTING AND LICENSURE ............................................................................ 24 11.10 INDEPENDENT CONTRACTOR............................................................................. 24 11.11 GOVERNING LAW AND VENUE ........................................................................... 25 11.12 SEVERABILITY..................................................................................................... 25 11.13 SURVIVABILITY................................................................................................... 25 11.14 FORCE MAJEURE ................................................................................................ 25 11.15 NO IMPLIED WAIVER OF PROVISIONS ............................................................... 25 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 25 11.17 MEDIA RELEASES ............................................................................................... 26 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS ............................................. 26 11.19 SOVEREIGN IMMUNITY....................................................................................... 26 11.20 ENTIRE CONTRACT AND MODIFICATION........................................................... 27 11.21 COUNTERPARTS .................................................................................................. 27 11.22 PROPER AUTHORITY........................................................................................... 27 11.23 E-VERIFY PROGRAM .......................................................................................... 27 11.24 CIVIL RIGHTS...................................................................................................... 27 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS ................................. 28 11.26 DISCLOSURE OF LITIGATION.............................................................................. 28 11.27 NO THIRD PARTY BENEFICIARIES ..................................................................... 29 11.28 BINDING EFFECT................................................................................................. 29 HHS Uniform Terms and Conditions-Grant v 3.0 Effective August 2021 Page 5 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 DEFINITIONS As used in this Grant Agreement, unless a different definition is specified, or 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 Grant Agreement. "Contract" or"Grant Agreement"means the agreement entered into by the Parties, including the Signature Document,these Uniform Terms and Conditions,along with any attachments and amendments that may be issued by the System Agency. "Deliverables" means the goods, services, and work product, including all reports and project documentation, required to be provided by Grantee to the System Agency. "DSHS" means the Department of State Health Services. "Effective Date" means the date on which the Grant Agreement 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 Grant Agreement. May also be referred to as "subrecipient" or "contractor" in this document. "HHSC" means the Texas Health and Human Services Commission. "Health and Human Services" or"HHS" includes HHSC and DSHS. "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. "Parties" means the System Agency and Grantee, collectively. "Pa ' means either the System Agency or Grantee, individually. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 6 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. "Signature Document" means the document executed by all Parties for this Grant Agreement. "Solicitation," "Funding Announcement" or"Request for Applications (RFA)" means the document(including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or"Application" means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement 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 the Texas Comptroller of Public Accounts' state travel rules, policies, and guidelines. "Statement of Work"means the description of activities Grantee must perform to complete the Project, as specified in the Grant Agreement and as may be amended. "System Agency'means HHSC or DSHS,as applicable. "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 Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or"TxGMS" means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 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 Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i) references to contracts HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 7 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 (including this Grant Agreement) 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 Grant Agreement, 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 agreements, contracts, statutes, or administrative rules or regulations in the Grant Agreement are references to these documents as amended, modified, or supplemented during the term of the Grant Agreement. E. The captions and headings of this Grant Agreement are for convenience of reference only and do not affect the interpretation of this Grant Agreement. F. All attachments, including those incorporated by reference, and any Amendments are considered part of the terms of this Grant Agreement. G. This Grant Agreement may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative. H. 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." I. Time is of the essence in this Grant Agreement. J. Prior to execution of the Grant Agreement, Grantee must notify System Agency's designated contact in writing of any ambiguity, conflict, discrepancy, omission, or other error. If Grantee fails to notify the System Agency designated contact of any ambiguity, conflict, discrepancy, omission or other error in the Grant Agreement prior to Grantee's execution of the Grant Agreement, Grantee: i. Shall have waived any claim of error or ambiguity in the Grant Agreement; and ii. Shall not contest the interpretation by the System Agency of such provision(s). No grantee will be entitled to additional reimbursement, relief, or time by reason of any ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error or its later correction. ARTICLE II. PAYMENT PROVISIONS 2.1 PROMPT PAYMENT Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment. 2.2 TAXES Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from the Grant Agreement, including, but not limited to, any federal, State, or local income, sales or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes resulting from the Grant Agreement. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 8 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 2.3 ANCILLARY AND TRAVEL EXPENSES A. Except as otherwise provided in the Grant Agreement, no ancillary expenses incurred by the Grantee in connection with its provision of the services or deliverables will be reimbursed by the System Agency. Ancillary expenses include,but are not limited to, costs associated with transportation, delivery, and insurance for each deliverable. B. Except as otherwise provided in the Grant Agreement, when the reimbursement of travel expenses is authorized by the Grant Agreement, all such expenses will be reimbursed in accordance with the rates set by the Texas Comptroller's Textravel guidelines, which can currently be accessed at: https://fmx.cpa.texas.gov/finx/travel/textravel/. 2.4 BILLING Unless otherwise provided in the Grant Agreement, Grantee shall bill the System Agency in accordance with the Grant Agreement. Unless otherwise specified in the Grant Agreement, 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. 2.5 USE OF FUNDS Grantee shall expend funds under this Grant Agreement only for approved services and for reasonable and allowable expenses directly related to those services. 2.6 USE FOR MATCH PROHIBITED Grantee shall not use funds provided under this Grant Agreement for matching purposes in securing other funding without the written approval of the System Agency. 2.7 PROGRAM INCOME Program income refers to gross income directly generated by a supporting activity during the period of performance. Unless otherwise required under the Grant Agreement, Grantee shall use Program Income, as provided in TxGMS, to further the Project, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report Program Income in accordance with the Grant Agreement, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Grant Agreement 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 Grant Agreement. 2.8 NONSUPPLANTING Grant funds must be used to supplement existing, new or corresponding programming and related activities. Grant funds may not be used to supplant (replace) existing funds that have been appropriated, allocated, or disbursed for the same purpose. System Agency may conduct Grant monitoring or audits may be conducted to review, among other things, Grantee's compliance with this provision. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 9 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 2.9 INDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable Grant Agreements. For subrecipients receiving federal funds, indirect cost rates will be determined in accordance with applicable law including, but not limited to, 2 CFR 200.414(f). For recipients receiving state funds, indirect costs will be determined in accordance with applicable law including, but not limited to, TxGMS. Grantees funded with blended federal and state funding will be subject to both state and federal requirements when determining indirect costs. In the event of a conflict between TxGMS and applicable federal law or regulation, the provisions of federal law or regulation will apply.-Grantee will provide any necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and TxGMS. ARTICLE III. STATE AND FEDERAL FUNDING 3.1 EXCESS OBLIGATIONS PROHIBITED This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal 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 Grant Agreement impossible or unnecessary, the Grant Agreement 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. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination. 3.2 NO DEBT AGAINST THE STATE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBTS AND DELINQUENCIES Grantee agrees that any payments due under the Grant Agreement 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 during the entirety of the Grant Agreement term. 3.4 REFUNDS AND OVERPAYMENTS 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— to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement. B. "Overpayments" as used in this Section include payments (i) made by the System HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 10 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 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 Grant Agreement, including any unapproved expenditures. Grantee understands and agrees that it shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Grant Agreement. 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 Grant Agreement. ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.1 ALLOWABLE COSTS A. Allowable Costs are restricted to costs that are authorized under Texas Uniform Grant Management Standards (TxGMS) and applicable state and federal rules and laws. This Grant Agreement is subject to all applicable requirements of TxGMS, including the criteria for Allowable Costs. Additional federal requirements apply if this Grant Agreement is funded, in whole or in part, with federal funds. B. System Agency will reimburse Grantee for actual, allowable, and allocable costs incurred by Grantee in performing the Project, provided the costs 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 Grant Agreement. 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 remaining funds available under this Grant Agreement in amounts necessary to fulfill Grantee's repayment obligations. Grantee and all payments received by Grantee under this Grant Agreement are subject to applicable cost principles, audit requirements, and administrative requirements including applicable provisions under 2 CFR 200, 48 CFR Part 31, and TxGMS. C. OMB Circulars will be applied with the modifications prescribed by TxGMS 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. Grantee understands and agrees that Grantee is subject to any and all applicable audit requirements found in state or federal law or regulation or added by this Grant Agreement ii. 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 maybe subject to sanctions and remedies for non-compliance. iii. 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. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 11 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 iv. 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 TxGMS. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and TxGMS. v. 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 TxGMS, as applicable, for their program-specific audits. vi. Each Grantee 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 applicable provisions of 2 CFR 200 and TxGMS. B. Financial Statements. Each Grantee that does not meet the expenditure threshold for a single audit or program- specific audit, must provide financial statements for the audit period. 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 one electronic copy of the single audit or program-specific audit to the System Agency via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single audit report(c�hhsc.state.tx.us. B. Financial Statements. Due no later than nine months after the Grantee's fiscal year-end, Grantees not required to submit an audit, shall submit one electronic copy of their financial statements via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit reportkhhsc.state.tx.us. ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement;and all deliverables shall be fit for ordinary use,of good quality, and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement, the System Agency may require Grantee, at its sole expense, to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith, require Grantee to accept the return of such work; and, iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 12 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 5.2 GENERAL AFFIRMATIONS Grantee certifies that, to the extent affirmations are incorporated into the Grant Agreement, the Grantee has reviewed the affirmations and that Grantee is in compliance with all requirements. 5.3 FEDERAL ASSURANCES Grantee further certifies that, to the extent federal assurances are incorporated into the Grant Agreement, the Grantee has reviewed the federal assurances and that Grantee is in compliance with all requirements. 5.4 FEDERAL CERTIFICATIONS Grantee further certifies that, to the extent federal certifications are incorporated into the Grant Agreement, 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 Grant Agreement. 5.5 STATE ASSURANCES Except to the extent of any conflict under applicable law or requirements or guidelines of any federal awarding agency from which funding for this Grant Agreement originated, the Grantee must comply with the applicable state assurances included within the TxGMS which are incorporated here by reference. ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT A. 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. B. 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 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. C. Grantee agrees to execute all papers and to perform such other acts as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. D. 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 HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 13 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 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. E. The foregoing does not apply to Incorporated Pre-existing Works or Third Party IP that are incorporated in the Work Product by Grantee. Grantee shall provide System Agency access during normal business hours to all Grantee materials, premises, and computer files containing the Work Product. 6.2 GRANTEE'S PRE-EXISTING WORKS A. 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 Grant Agreement("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works. B. 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, reproduce, 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. C. 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 THIRD PARTY IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3,including without limitation documentation indicating a third party's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 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, Intellectual Property. 6.5 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agency's request, Grantee shall deliver to System Agency all completed, or HHS Uniform Terms and Conditions-Grant v.3.0 Effective August 2021 Page 14 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 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 Grant Agreement. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee's activities under the Grant Agreement without the prior written consent of System Agency. 6.6 SURVIVAL The provisions and obligations of this Article survive any termination or expiration of the Grant Agreement. 6.7 SYSTEM AGENCY DATA A. As between the Parties, all data and information acquired, accessed, or made available to Grantee by, through, or on behalf of System Agency or System Agency contractors, including all electronic data generated, processed, transmitted, or stored by Grantee in the course of providing data processing services in connection with Grantee's performance hereunder(the"System Agency Data"), is owned solely by System Agency. B. Grantee 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 Grantee to fulfill its obligations under the Grant Agreement or as authorized in advance in writing by System Agency. C. For the avoidance of doubt, Grantee 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. D. Grantee shall make System Agency Data available to System Agency, including to System Agency's designated vendors, as directed in writing by System Agency. The foregoing shall be at no cost to System Agency. E. Furthermore, the proprietary nature of Grantee's systems that process, store, collect, and/or transmit the System Agency Data shall not excuse Grantee's performance of its obligations hereunder. ARTICLE VII. PROPERTY 7.1 USE OF STATE PROPERTY A. Grantee is prohibited from using State Property for any purpose other than performing Services authorized under the Grant Agreement. B. State Property includes, but is not limited to, System Agency's office space, identification badges, System Agency information technology equipment and networks (e.g., laptops, portable printers, cell phones, iPads or tablets, external hard drives, data storage devices, any System Agency-issued software, and the System Agency Virtual Private Network(VPN client)), and any other resources of System Agency. C. Grantee shall not remove State Property from the continental United States. In addition, Grantee may not use any computing device to access System Agency's network or e- mail while outside of the continental United States. D. Grantee shall not perform any maintenance services on State Property unless the Grant Agreement expressly authorizes such Services. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 15 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 E. During the time that State Property is in the possession of Grantee, Grantee shall be responsible for: i. all repair and replacement charges incurred by State Agency that are associated with loss of State Property or damage beyond normal wear and tear, and ii. all charges attributable to Grantee's use of State Property that exceeds the Grant Agreement scope. Grantee shall fully reimburse such charges to System Agency within ten(10) calendar days of Grantee's receipt of System Agency's notice of amount due. Use of State Property for a purpose not authorized by the Grant Agreement shall constitute breach of contract and may result in termination of the Grant Agreement and the pursuit of other remedies available to System Agency under contract, at law, or in equity. 7.2 DAMAGE TO STATE PROPERTY A. In the event of loss,destruction, or damage to any System Agency or State of Texas owned, leased, or occupied property or equipment by Grantee or Grantee's employees, agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the State of Texas for the full cost of repair, reconstruction, or replacement of the lost, destroyed, or damaged property. B. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or property within one (1)business day. Grantee shall reimburse System Agency and the State of Texas for such property damage within ten(10) calendar days after Grantee's receipt of System Agency's notice of amount due. 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency's request. 7.4 EQUIPMENT AND PROPERTY A The Grantee must ensure equipment with a per-unit cost of$5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment, whether acquired in part or whole with grant funds, until disposition occurs. B. When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement, use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, 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 Grant Agreement must be submitted to the assigned System Agency contract manager. D Controlled Assets include firearms, regardless of the acquisition cost, and the following HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 16 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 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. E System Agency funds must not be used to purchase buildings or real property without prior written approval from System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. ARTICLE VIII. RECORD RETENTION, AUDIT, AND CONFIDENTIALITY 8.1 RECORD MAINTENANCE AND RETENTION A. 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 Grant Agreement and all state and federal rules, regulations, and statutes. B. Grantee shall maintain and retain legible copies of this Grant Agreement and all records relating to the performance of the Grant Agreement, including supporting fiscal documents adequate to ensure that claims for grant funds are in accordance with applicable State of Texas requirements. These records shall be maintained and retained by the Grantee for a minimum of seven (7) years after the Grant Agreement expiration date or seven(7) years after all audits, claims, litigation or disputes involving the Grant Agreement are resolved, whichever is later. 8.2 AGENCY'S RIGHT TO AUDIT A. Grantee shall make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, supporting documents kept current by Grantee pertaining to the Grant Agreement for purposes of inspecting, monitoring, auditing, or evaluating by System Agency and the State of Texas. B. 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 Grant Agreement. If the Grant Agreement 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, HHS'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. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 17 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 C. 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 Grant Agreement. D. 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. E. Grantee shall include this provision concerning the right of access to, and examination of, sites and information related to this Grant Agreement in any Subcontract it awards. 8.3 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 Grant Agreement 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 HHS 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 Grant Agreement. 8.4 STATE AUDITOR'S RIGHT TO AUDIT The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement. The acceptance of funds directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement 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. 8.5 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 Grant Agreement. This requirement must be included in all subcontracts awarded by Grantee. ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REMEDIES A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 18 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 including, but not limited to the following: i. temporarily withholding cash disbursements or reimbursements pending correction of the deficiency; ii. disallowing or denying use of funds for the activity or action deemed not to be in compliance; iii. disallowing claims for reimbursement that may require a partial or whole return of previous payments or reimbursements; iv. suspending all or part of the Grant Agreement; v. requiring the Grantee to take specific actions in order to remain in compliance with the Grant Agreement; vi. recouping payments made by the System Agency to the Grantee found to be in error; vii. suspending, limiting, or placing conditions on the Grantee's continued performance of the Project; viii. prohibiting the Grantee from receiving additional funds for other grant programs administered by the System Agency until satisfactory compliance resolution is obtained; ix. withholding release of new grant agreements; and x. imposing any other remedies, sanctions or penalties authorized under this Grant Agreement or permitted by federal or state statute, law, regulation or rule. B. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended. C. No action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as a waiver of any other rights or remedies available to System Agency under the Grant Agreement or pursuant to law. Additionally, no action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended or after termination. 9.2 TERMINATION FOR CONVENIENCE The System Agency may terminate the Grant Agreement, in whole or in part, 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 the System Agency's notice of termination. 9.3 TERMINATION FOR CAUSE A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Grant Agreement, in whole or in part,upon either of the following conditions: i. Material Breach The System Agency may terminate the Grant Agreement, in whole or in part, if the System Agency determines, in its sole discretion, that Grantee has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, whether or not such violation prevents or substantially impairs performance of Grantee's duties under the Grant Agreement. Grantee's misrepresentation in any aspect including, but not limited to, of Grantee's Solicitation Application, if any, or Grantee's HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 19 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 addition to the SAM exclusion list(identification in SAM as an excluded entity) may also constitute a material breach of the Grant Agreement. ii. Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement. B. System Agency will specify the effective date of such termination in the notice to Grantee. If no effective date is specified, the Grant Agreement will terminate on the date of the notification. 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsible to the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities; however, these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. C. Grant funds may not be used to employ, in any capacity, a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant funds cannot be used to pay membership dues to an organization that partially or wholly pays the salary of a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 20 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 ARTICLE X. INDEMNITY 10.1 GENERAL 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, ATTORNEYS' 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 GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE GRANT AGREEMENT. B. 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 FROM THE NEGLIGENT ACTS OF 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 Grant Agreement. 10.2 INTELLECTUAL PROPERTY GRANTEE SHALL DEFEND, INDEMNIFY,AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS,AND/OR IN CONNECTION WITH OR ARISING FROM: 1 THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; ii. ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR m". SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEMNITY PROVISIONS A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 21 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 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. C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO,ATTORNEYS' FEES AND COURT COSTS,ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF SYSTEM AGENCY'S COUNSEL. ARTICLE Y.I. GENERAL PROVISIONS 11.1 AMENDMENTS Except as otherwise expressly provided, the Grant Agreement may only be amended by a written Amendment executed by both Parties. 11.2 NO QUANTITY GUARANTEES The System Agency makes no guarantee of volume or usage of work under this Grant Agreement. All work requested may be on an irregular and as needed basis throughout the Grant Agreement term. 11.3 CHILD ABUSE REPORTING REQUIREMENTS 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 Texas Abuse Hotline Website located at https://www.txabusehotline.org/Login/Default.aspx as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS A. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: i. 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; HHS Uniform Terms and Conditions-Grant v.3.0 Effective August 2021 Page 22 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 ii. 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 Grant Agreement 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; iii. Applying to all employees and visitors in this designated area; and iv. Providing for or referring its employees to tobacco use cessation services. B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. 11.5 INSURANCE AND BONDS 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. In addition, if required by System Agency, Grantee must obtain and have on file a blanket fidelity bond that indemnifies System Agency against the loss or theft of any grant funds, including applicable matching funds. The fidelity bond must cover the entirety of the grant term and any subsequent renewals. The failure of Grantee to comply with these requirements may subject Grantee to remedial or corrective actions detailed in section 10.1, General Indemnity, above. These and all other insurance requirements under the Grant apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 11.6 LIMITATION ON AUTHORITY A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority, power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 23 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 Legislature on behalf of the System Agency regarding System Agency programs or the Grant Agreement. However, upon System Agency request and with reasonable notice from System Agency to the Grantee, the Grantee shall assist the System Agency in communications and negotiations regarding the Work under the Grant Agreement with state and federal governments. 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS Grantee shall comply with all laws, regulations, requirements and guidelines applicable to a Grantee providing services and products required by the Grant Agreement to the State of Texas, as these laws,regulations,requirements and guidelines currently exist and as amended throughout the term of the Grant Agreement.Notwithstanding Section 11.1,Amendments, above, System Agency reserves the right, in its sole discretion,to unilaterally amend the Grant Agreement to incorporate any modifications necessary for System Agency's compliance, as an agency of the State of Texas, with all applicable state and federal laws, regulations, requirements and guidelines. 11.8 SUBCONTRACTORS Grantee may not subcontract any or all of the Work and/or obligations under the Grant Agreement without prior written approval of the System Agency. Subcontracts, if any, entered into by the Grantee shall be in writing and be subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges 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 Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement 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 Grant Agreement. 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 Grant Agreement. 11.10 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 Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party's behalf. The Grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. 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 Grant Agreement shall not create any joint venture, partnership, agency, or employment relationship between Grantee and System Agency. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 24 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 11.11 GOVERNING LAW AND VENUE The Grant Agreement 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 Grant Agreement 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. 11.12 SEVERABILITY If any provision contained in this Grant Agreement is held to be unenforceable by a court of law or equity, such construction will not affect the legality, validity, or enforceability of any other provision or provisions of this Grant Agreement. It is the intent and agreement of the Parties this Grant Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible,by substituting another provision that is valid,legal and enforceable and that achieves the same objective. All other provisions of this Grant Agreement will continue in full force and effect. 11.13 SURVIVABILITY Expiration or termination of the Grant Agreement for any reason does not release Grantee from any liability or obligation set forth in the Grant Agreement 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 Grant Agreement, including without limitation the provisions regarding return of grant funds, audit requirements, records retention, public information, warranty, indemnification, confidentiality, and rights and remedies upon termination. 11.14 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 Grant Agreement 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. 11.15 NO IMPLIED 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 Grant Agreement shall not be construed as a waiver of the violation or breach, or of any future violation or breach. 11.16 FUNDING DISCLAIMERS AND LABELING A. Grantee shall not use System Agency's name or refer to System Agency directly or indirectly in any media appearance, public service announcement, or disclosure relating to this Grant Agreement including any promotional material without first obtaining HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 25 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 written consent from System Agency. The foregoing prohibition includes, without limitation, the placement of banners, pop-up ads, or other advertisements promoting Grantee'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 Grantee. This does not limit the Grantee's responsibility to comply with obligations related to the Texas Public Information Act or Texas Open Meetings Act. B. In general, no publication(including websites, reports,projects, etc.) may convey System Agency's recognition or endorsement of the Grantee's project without prior written approval from System Agency. Publications funded in part or wholly by HHS grant funding must include a statement that"HHS and neither any of its components operate, control, are responsible for, or necessarily endorse, this publication(including, without limitation, its content, technical infrastructure, and policies, and any services or tools provided)" at HHS's request. 11.17 MEDIA RELEASES A. Grantee shall not use System Agency's name, logo, or other likeness in any press release, marketing material or other announcement without System Agency's prior written approval. System Agency does not endorse any vendor,commodity, or service. Grantee is not authorized to make or participate in any media releases or public announcements pertaining to this Grant Agreement or the Services to which they relate without System Agency's prior written consent, and then only in accordance with explicit written instruction from System Agency. B. Grantee may publish, at its sole expense, results of Grantee performance under the Grant Agreement 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. 11.18 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. 11.19 SOVEREIGN IMMUNITY Nothing in the Grant Agreement will be construed as a waiver of the System Agency's or the State's sovereign immunity. This Grant Agreement 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 Grant Agreement 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 Grant Agreement or by its conduct prior to or subsequent to entering into the Grant Agreement. HHS Uniform Terms and Conditions-Grant v.3.0 Effective August 2021 Page 26 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 11.20 ENTIRE CONTRACT AND MODIFICATION The Grant Agreement 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 Grant Agreement will be harmonized with this Grant Agreement to the extent possible. 11.21 COUNTERPARTS This Grant Agreement 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 Grant Agreement. 11.22 PROPER AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. 11.23 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: A. all persons employed to perform duties within Texas during the term of the Grant Agreement; and B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Grant Agreement within the United States of America. 11.24 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 seq.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); 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 Grant Agreement. 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 HHS Uniform Terms and Conditions-Grant v.3.0 Effective August 2021 Page 27 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 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: https://hhs.texas.gov/about-hhs/your-rights/civil-rights-office/civil-rights-posters. 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 complaints of discrimination received relating to its performance under this Grant 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. 51 st Street, Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: HHS CivilRightsOffice@hhsc.state.tx.us. 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS Chief Data and Analytics Officer. These include, but are not limited to, standards for documentation and communication of data models, metadata, and other data definition methods that are required by HHS for ongoing data governance, strategic portfolio analysis, interoperability planning, and valuation of HHS System data assets. 11.26 DISCLOSURE OF LITIGATION A. The Grantee must disclose in writing to the contract manager assigned to this Grant Agreement any material civil or criminal litigation or indictment either threatened or pending involving the Grantee. "Threatened litigation" as used herein shall include governmental investigations and civil investigative demands. "Litigation" as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, "material" refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 28 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 any litigation threatened or pending that may result in a substantial change in the Grantee's financial condition. B. This is a continuing disclosure requirement; any litigation commencing after Grant Agreement Award must be disclosed in a written statement to the assigned contract manager within seven calendar days of its occurrence. 11.27 No THIRD PARTY BENEFICIARIES The Grant Agreement is made solely and specifically among and for the benefit of the Parties named herein and their respective successors and assigns, and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the Grant Agreement as a third-party beneficiary or otherwise. 11.28 BINDING EFFECT The Grant Agreement shall inure to the benefit of, be binding upon, and be enforceable against each Party and their respective permitted successors, assigns, transferees, and delegates. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 29 of 29 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 HEALTH AND HUMAN SERVICES Contract Number HHS001096400011 Attachment D CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations, HHS includes both the Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). System Agency refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees (referred to as"Contractor") regardless of their business form (e.g., individual,partnership, corporation). By entering into this Contract, Contractor affirms, without exception, understands, and agrees to comply with the following items through the life of the Contract: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractor's principals, officers, directors, shareholders,partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Contract and any related Solicitation. 2. Complete and Accurate Information Contractor represents and warrants that all statements and information provided to HHS are current, complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Public Information Act Contractor understands that HHS 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 charge to the State. 4. Contracting Information Requirements Contractor represents and warrants that it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J (Additional Provisions Related to Contracting Information), Chapter 552 of the Government Code, may apply to the Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 1 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 5. Assignment A. Contractor shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from System Agency. Any attempted assignment in violation of this provision is void and without effect. B. Contractor understands and agrees the System Agency may in one or more transactions assign,pledge, or transfer the Contract. Upon receipt of System Agency's notice of assignment,pledge, or transfer, Contractor shall cooperate with System Agency in giving effect to such assignment,pledge, or transfer, at no cost to System Agency or to the recipient entity. 6. Terms and Conditions Contractor 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, as well as terms and conditions advanced by Contractor that differ in any manner from HHS' terms and conditions, if any, are rejected unless expressly accepted by System Agency in writing. 7. HHS Right to Use Contractor agrees that HHS has the right to use,produce, and distribute copies of and to disclose to HHS employees, agents, and contractors and other governmental entities all or part of this Contract or any related Solicitation Response as HHS deems necessary to complete the procurement process or comply with state or federal laws. 8. Release from Liability Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of System Agency. 9. Dealings with Public Servants 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. 10. Financial Participation Prohibited 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 ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 11. Prior Disaster Relief Contract Violation 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 Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 2 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 12. Child Support Obligation 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. 13. Suspension and Debarment Contractor certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management(SAS 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.F.R. Part 376, and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Contractor's subcontracts, if any, if payment in whole or in part is from federal funds. 14. Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, "published by the United States Department of the Treasury, Office of Foreign Assets Control.' 15. Foreign Terrorist Organizations 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. 16. Executive Head of a State Agency 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. 17. Human Trafficking Prohibition Under Section 2155.0061 of the Texas Government Code, Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 3 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 18. Franchise Tax Status 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. 19. Debts and Delinquencies 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. 20. Lobbying Prohibition 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). 21. Buy Texas 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. 22. Disaster Recovery Plan Contractor agrees that upon request of System Agency, Contractor shall provide copies of its most recent business continuity and disaster recovery plans. 23. Computer Equipment Recycling Program 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. 24. Television Equipment Recycling Program 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. 25. Cybersecurity Training A. Contractor represents and warrants that it will comply with the requirements of Section 2054.5192 of the Texas Government Code relating to cybersecurity training and required verification of completion of the training program. B. Contractor represents and warrants that if Contractor or Subcontractors, officers, or employees of Contractor have access to any state computer system or database, the Contractor, Subcontractors, officers, and employees of Contractor shall complete cybersecurity training pursuant to and in accordance with Government Code, Section 2054.5192. Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 4 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 26. Restricted Employment for Certain State Personnel Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former state officer or employee of a state agency who during the period of state service or employment participated on behalf of a state agency in a procurement or contract negotiation involving Contractor may not accept employment from Contractor before the second anniversary of the date the Contract is signed or the procurement is terminated or withdrawn. 27. No Conflicts of Interest A. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to System Agency under this Contract or any related Solicitation and that Contractor's provision of the requested goods and/or 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. B. Contractor agrees that, if after execution of the Contract, Contractor discovers or is made aware of a Conflict of Interest, Contractor will immediately and fully disclose such interest in writing to System Agency. In addition, Contractor will promptly and fully disclose any relationship that might be perceived or represented as a conflict after its discovery by Contractor or by System Agency as a potential conflict. System Agency reserves the right to make a final determination regarding the existence of Conflicts of Interest, and Contractor agrees to abide by System Agency's decision. 28. Fraud,Waste, and Abuse Contractor understands that HHS does not tolerate any type of fraud, waste, or abuse. Violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Pursuant to Texas Government Code, Section 321.022, if the administrative head of a department or entity that is subject to audit by the state auditor has reasonable cause to believe that money received from the state by the department or entity or by a client or contractor of the department or entity may have been lost, misappropriated, or misused, or that other fraudulent or unlawful conduct has occurred in relation to the operation of the department or entity, the administrative head shall report the reason and basis for the belief to the Texas State Auditor's Office (SAO). All employees or contractors who have reasonable cause to believe that fraud, waste, or abuse has occurred (including misconduct by any HHS employee, Grantee officer, agent, employee, or subcontractor that would constitute fraud, waste, or abuse) are required to immediately report the questioned activity to the Health and Human Services Commission's Office of Inspector General. Contractor agrees to comply with all applicable laws, rules, regulations, and System Agency policies regarding fraud, waste, and abuse including, but not limited to, HHS Circular C-027. A report to the SAO must be made through one of the following avenues: • SAO Toll Free Hotline: 1-800-TX-AUDIT • SAO website: http://sao.fraud.state.tx.us/ All reports made to the OIG must be made through one of the following avenues: Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 5 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffalrsReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin, Texas 78708-5200 29. Antitrust 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 same line of business as the Contractor. 30. Legal and Regulatory Actions 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 services, or otherwise be relevant to System Agency'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 System Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. In addition, Contractor acknowledges this is a continuing disclosure requirement. Contractor represents and warrants that Contractor shall notify System Agency in writing within five (5)business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination. Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 6 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 31. No Felony Criminal Convictions Contractor represents that neither Contractor nor any of its employees, agents, or representatives, including any subcontractors and employees, agents, or representative of such subcontractors, have been convicted of a felony criminal offense or that if such a conviction has occurred Contractor has fully advised System Agency in writing of the facts and circumstances surrounding the convictions. 32. Unfair Business Practices Contractor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that Contractor has not been found to be liable for such practices in such proceedings. Contractor certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not been found to be liable for such practices in such proceedings. 33. Entities that Boycott Israel Contractor represents and warrants that(1) it does not, and shall not for the duration of the Contract, boycott Israel or(2)the verification required by Section 2271.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 34. E-Verify Contractor certifies that for contracts for services, 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: 1. all persons employed by Contractor to perform duties within Texas; and 2. all persons, including subcontractors, assigned by Contractor to perform work pursuant to this Contract within the United States of America. 35. Former Agency Employees—Certain Contracts If this Contract is an employment contract, a professional services contract under Chapter 2254 of the Texas Government Code, or a consulting services contract under Chapter 2254 of the Texas Government Code, in accordance with Section 2252.901 of the Texas Government Code, Contractor represents and warrants that neither Contractor nor any of Contractor's employees including, but not limited to, those authorized to provide services under the Contract, were former employees of an HHS Agency during the twelve (12) month period immediately prior to the date of the execution of the Contract. Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 7 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 36. Disclosure of Prior State Employment—Consulting Services If this Contract is for consulting services, A. In accordance with Section 2254.033 of the Texas Government Code, a Contractor providing consulting services who has been employed by, or employs an individual who has been employed by, System Agency or another State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services must disclose the following information in its offer to provide services. Contractor hereby certifies that this information was provided and remains true, correct, and complete: 1. Name of individual(s) (Contractor or employee(s)); 2. Status; 3. The nature of the previous employment with HHSC or the other State of Texas agency; 4. The date the employment was terminated and the reason for the termination; and 5. The annual rate of compensation for the employment at the time of its termination. B. If no information was provided in response to Section A above, Contractor certifies that neither Contractor nor any individual employed by Contractor was employed by System Agency or any other State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services. 37. Abortion Funding Limitation Contractor understands, acknowledges, and agrees that,pursuant to Article IX of the General Appropriations Act(the Act), to the extent allowed by federal and state law, money appropriated by the Texas Legislature may not be distributed to any individual or entity that, during the period for which funds are appropriated under the Act: 1. performs an abortion procedure that is not reimbursable under the state's Medicaid program; 2. is commonly owned, managed, or controlled by an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program; or 3. is a franchise or affiliate of an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program. The provision does not apply to a hospital licensed under Chapter 241, Health and Safety Code, or an office exempt under Section 245.004(2), Health and Safety Code. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article IX. 38. Funding Eligibility Contractor understands, acknowledges, and agrees that,pursuant to Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code, except as exempted under that Chapter, HHSC cannot contract with an abortion provider or an affiliate of an abortion provider. Contractor certifies that it is not ineligible to contract with HHSC under the terms of Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code. Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 8 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 39. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment(2 CFR 200.216) Contractor certifies that the individual or business entity named in this Response or Contract is not ineligible to receive the specified Contract or funding pursuant to 2 CFR 200.216. 40. COVID-19 Vaccine Passports Pursuant to Texas Health and Safety Code, Section 161.0085(c), Contractor certifies that it does not require its customers to provide any documentation certifying the customer's COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from the Contractor's business. Contractor acknowledges that such a vaccine or recovery requirement would make Contractor ineligible for a state-funded contract. 41. Entities that Boycott Energy Companies In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S.,pursuant to Section 2274.002 of the Texas Government Code (relating to prohibition on contracts with companies boycotting certain energy companies), Contractor represents and warrants that: (1) it does not, and will not for the duration of the Contract, boycott energy companies or(2)the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 42. Entities that Discriminate Against Firearm and Ammunition Industries In accordance with Senate Bill 19, Acts 2021, 87th Leg., R.S.,pursuant to Section 2274.002 of the Texas Government Code (relating to prohibition on contracts with companies that discriminate against firearm and ammunition industries), Contractor verifies that: (1) it does not, and will not for the duration of the Contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or(2)the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 43. Security Controls for State Agency Data In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S.,pursuant to Texas Government Code, Section 2054.138, Contractor understands, acknowledges, and agrees that if,pursuant to this Contract, Contractor is or will be authorized to access, transmit, use, or store data for System Agency, Contractor is required to meet the security controls the System Agency determines are proportionate with System Agency's risk under the Contract based on the sensitivity of System Agency's data and that Contractor must periodically provide to System Agency evidence that Contractor meets the security controls required under the Contract. Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 9 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 44. Cloud Computing State Risk and Authorization Management Program In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S.,pursuant to Texas Government Code, Section 2054.0593, Contractor acknowledges and agrees that, if providing cloud computing services for System Agency, Contractor must comply with the requirements of the state risk and authorization management program and that System Agency may not enter or renew a contract with Contractor to purchase cloud computing services for the agency that are subject to the state risk and authorization management program unless Contractor demonstrates compliance with program requirements. If providing cloud computing services for System Agency that are subject to the state risk and authorization management program, Contractor certifies it will maintain program compliance and certification throughout the term of the Contract. 45. Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 46. Contract for Professional Services of Physicians, Optometrists, and Registered Nurses In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2254.008(a)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 47. Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (relating to prohibition on contracts with certain foreign-owned companies in connection with critical infrastructure) is applicable to this Contract, pursuant to Government Code Section 2274.0102, Contractor certifies that neither it nor its parent company, nor any affiliate of Contractor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or(2) headquartered in any of those countries. 48. Critical Infrastructure Subcontracts For purposes of this Paragraph, the designated countries are China, Iran, North Korea, Russia, and any countries lawfully designated by the Governor as a threat to critical infrastructure. Pursuant to Section 113.002 of the Business and Commerce Code, Contractor shall not enter into a subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business and Commerce Code, in this state, other than access specifically allowed for product warranty and support purposes to any subcontractor unless (i)neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is majority owned or controlled by citizens or governmental entities of a designated country; and(ii) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is headquartered in a designated country. Contractor will notify the System Agency before entering into any subcontract that will provide direct or remote Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 10 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business & Commerce Code, in this state. 49. Enforcement of Certain Federal Firearms Laws Prohibited In accordance with House Bill 957, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2.101 is applicable to Contractor, Contractor certifies that it is not ineligible to receive state grant funds pursuant to Texas Government Code, Section 2.103. 50. Prohibition on Abortions Contractor understands, acknowledges, and agrees that,pursuant to Article 11 of the General Appropriations Act, (1)no funds shall be used to pay the direct or indirect costs (including marketing, overhead, rent,phones, and utilities) of abortion procedures provided by contractors of HHSC; and (2)no funds appropriated for Medicaid Family Planning, Healthy Texas Women Program, or the Family Planning Program shall be distributed to individuals or entities that perform elective abortion procedures or that contract with or provide funds to individuals or entities for the performance of elective abortion procedures. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article II. 51. False Representation 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. 52. False Statements 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. 53. Permits and License 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. 54. Drug-Free Workplace Contractor represents and warrants that it shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (41 U.S.C. §701 et seq.) and maintain a drug-free work environment. Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 11 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 55. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. 56. Federal Occupational Safety and Health Law Contractor represents and warrants that all articles and services shall meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Act of 1970, as amended (29 U.S.C. Chapter 15). 57. Signature Authority Contractor represents and warrants that the individual signing this Contract Affirmations document is authorized to sign on behalf of Contractor and to bind the Contractor. Signature Page Follows Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 12 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as') Texas County(s) for Assumed Business Name (d/b/a or `doing business as') Attach Assumed Name Certificate(s) filed with the Texas Secretary of State and Assumed Name Certificate(s),if any, for each Texas County Where Assumed Name Certificate(s) has been filed. Signature of Authorized Representative Date Signed Printed Name of Authorized Representative Title of Authorized Representative First,Middle Name or Initial, and Last Name Physical Street Address City, State,Zip Code Mailing Address, if different City, State,Zip Code Phone Number Fax Number Email Address DUNS Number Federal Employer Identification Number Texas Payee ID No.— 11 digits Texas Franchise Tax Number Texas Secretary of State Filing Number Health and Human Services Contract Affirmations v.2.0 Effective August 2021 Page 13 of 13 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 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 TACCHO VERSION(Local City and County Entities)October 23,2019 Page 1 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 (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"PHP'); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health& Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative"of the Individual,as defined by Texas law,including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code §166.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 2 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 a manner that is not expressly an Authorized Purpose under this DUA or as Required by 45 CFR 164.502(b)(1);45 CFR 164.514(d) (B) Except as Required by L 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.ER. 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 All of CONTRACTOR's Authorized Users, Workforce and Subcontractors with access to a state computer system or database will complete a cybersecurity training program certified under Texas Government Code Section 2054.519 by the Texas Department of Information Resources or offered under Texas Government Code Sec. 2054.519(f). (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.ER. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b); 164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(h)(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 (h) 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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 3 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and(2). (G) CONTRACTOR is directly responsible for compliance with,and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR I64.504(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. 45 CFR 164.504(e)(2)(ii)(E) and(F). (J) If PHI is subj ect 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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 4 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if: 45 CFR 164.504(e)(4)(A). (1) Disclosure is Required by L 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 Destroy or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction.If such delivery or Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible,and agree to extend indefinitely the protections of this DUA to the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(ii)(J) HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306;164.530(c) (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry (SPI) at Attachment 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). HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 6 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308;164.316;164.514(d);164.530(i)(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; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 7 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 • The Privacy Act of 1974; • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 — Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (NIST) Special Publication 800-66 Revision 1 —An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A—Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law,regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying Information it creates,receives,maintains,uses,transmits,destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 8 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 (A) CONTRACTOR will cooperate fully with HHS in investigating,mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues,until all effects of the Event are mitigated to HHS's reasonable satisfaction(the "incident response period"). 45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery,or in a timeframe otherwise approved by HHS in writing,initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice.No later than two business days after the Initial Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available:For(a) - (m) below:45 CFR 164.400-414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; (c) A brief description of the Event or Breach; including how it occurred and who is responsible (or hypotheses, if not yet determined); HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 9 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 (d) A brief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; (f) Identification of and number of all Individuals reasonably believed to be affected,including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age,telephone number, and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm,including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); 0) 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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 10 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 (m) Any reasonably available,pertinent information,documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation,Response and Mitigation.45 CFR 164.308,310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the final assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (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, including without limitation, notifications required by Texas Business and Commerce Code, Chapter 521.053(b) and HIPAA. 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. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 11 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made.If there are delays outside of CONTRACTOR's control,CONTRACTOR will provide written documentation of the reasons for the delay. (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of World" 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. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 12 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately, and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation,the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible,HHS shall report the violation to the Secretary of the U.S. Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as required by this DUA. 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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 13 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply.Accordingly, CONTRACTOR agrees that HHS will,in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages,to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity, and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self-insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA. Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred in that action or proceeding. 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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 14 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 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 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 TACCHO VERSION(Local City and County Entities)October 23,2019 Page 15 of 15 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 Attachment F OMB Number:4040-0007 Expiration Date: 02/28/2022 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 Act of 1973, as amended (29 U.S.C. §794), which and the institutional, managerial and financial capability prohibits discrimination on the basis of handicaps; (d) (including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975, as amended(42 U. of project cost)to ensure proper planning, management S.C. §§6101-6107), which prohibits discrimination on and completion of the project described in this the basis of age; (e)the Drug Abuse Office and application. Treatment Act of 1972(P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug 2. Will give the awarding agency, the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and of the United States and, if appropriate,the State, Alcoholism Prevention, Treatment and Rehabilitation through any authorized representative, access to and Act of 1970(P.L. 91-616), as amended, relating to the right to examine all records, books, papers, or nondiscrimination on the basis of alcohol abuse or documents related to the award; and will establish a alcoholism; (g)§§523 and 527 of the Public Health proper accounting system in accordance with generally Service Act of 1912(42 U.S.C. §§290 dd-3 and 290 accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h)Title VIII of the Civil 3. Will establish safeguards to prohibit employees from Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale, presents the appearance of personal or organizational rental or financing of housing; (i) any other conflict of interest, or personal gain. nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being 4. Will initiate and complete the work within the applicable made; and, (j)the requirements of any other time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the agency. application. 5. Will comply with the Intergovernmental Personnel Act of 7. Will comply, or has already complied, with the 1970(42 U.S.C. §§4728-4763) relating to prescribed requirements of Titles II and III of the Uniform standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646)which provide for one of the 19 statutes or regulations specified in fair and equitable treatment of persons displaced or Appendix A of OPM's Standards for a Merit System of whose property is acquired as a result of Federal or Personnel Administration (5 C.F.R. 900, Subpart F). federally-assisted programs. These requirements apply to all interests in real property acquired for 6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in nondiscrimination. These include but are not limited to: purchases. (a)Title VI of the Civil Rights Act of 1964(P.L. 88-352) which prohibits discrimination on the basis of race, color 8. Will comply, as applicable,with provisions of the or national origin; (b)Title IX of the Education Hatch Act(5 U.S.C. §§1501-1508 and 7324-7328) Amendments of 1972, as amended(20 U.S.C.§§1681- which limit the political activities of employees whose 1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole the basis of sex; (c) Section 504 of the Rehabilitation or in part with Federal funds. Previous Edition Usable Standard Form 4248(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-1 02 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 9. Will comply, as applicable,with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act(40 U.S.C. §§276a to 276a-7),the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended (16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act(40 U.S.C. §§327- (identification and protection of historic properties), and 333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974 (16 U.S.C. §§469a-1 et seq.). 10. Will comply, if applicable, with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of requirements of Section 102(a) of the Flood Disaster human subjects involved in research, development, and Protection Act of 1973(P.L. 93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15. Will comply with the Laboratory Animal Welfare Act of insurable construction and acquisition is$10,000 or more. 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research,teaching, or prescribed pursuant to the following: (a) institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969(P.L. 91-190) and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO) 11514; (b) notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which facilities pursuant to EO 11738; (c) protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990; (d)evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988; (e) assurance of 17 Will cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No. A-133, Act of 1972(16 U.S.C. §§1451 et seq.); (f) conformity of "Audits of States, Local Governments, and Non-Profit Federal actions to State (Clean Air) Implementation Plans Organizations." under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g) protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws, executive orders, regulations, and policies Drinking Water Act of 1974, as amended (P.L. 93-523); governing this program. and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended(P.L. 93- 19. Will comply with the requirements of Section 106(g) of 205). the Trafficking Victims Protection Act(TVPA) of 2000, as amended (22 U.S.C. 7104)which prohibits grant award 12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from (1) Engaging in severe 1968 (16 U.S.C. §§1271 et seq.) related to protecting forms of trafficking in persons during the period of time components or potential components of the national that the award is in effect(2) Procuring a commercial wild and scenic rivers system. 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 APPLICANT ORGANIZATION DATE SUBMITTED Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 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 PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: I 'First Name: Middle Name: •Last Name: Suffix: •Title: SIGNATURE: 'DATE: DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact# 1 Name, Email and Phone Number: Primary Address of Contractor: FFATA Contact#2 Name, Email and Phone Number: ZIP Code: 9-digits Required www.usps.com DUNS Number: 9-digits Required www.sam.gov State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits Printed Name of Authorized Representative Signature of Authorized Representative Title of Authorized Representative Date - 1 - Department of State Health Services Form 4734—June 2013 DocuSign Envelope ID:CF1A8D7A-8CA8-4AFA-ACF9-C3EB484C4110 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 ❑ No B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? ❑ Yes ❑ No If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? ❑ Yes ❑ No If your answer is "Yes" to this question,where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: - 2 - Department of State Health Services Form 4734—June 2013 DocuSign Certificate Of Completion Envelope Id:CF1A8D7A8CA84AFAACF9C3EB484C4110 Status:Sent Subject:Please DocuSign: HHS001 09640001 1;Corpus Christi; Base;Signature Packet.pdf Source Envelope: Document Pages:70 Signatures:0 Envelope Originator: Certificate Pages:5 Initials:0 CMS Internal Routing Mailbox AutoNav:Enabled 11493 Sunset Hills Road Envelopeld Stamping:Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 160.42.85.11 Record Tracking Status:Original Holder: CMS Internal Routing Mailbox Location:DocuSign 10/19/2021 9:17:47 AM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Annette Rodriguez MPH Sent: 10/19/2021 9:20:54 AM AnnetteR@cctexas.com Health Director Corpus Christi-Nueces County Public Health District Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:9/20/2021 10:03:47 AM ID:d5899571-5ce7-44a4-9598-dccd3aef713c Annette Rodriguez MPH AnnetteR@cctexas.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:9/20/2021 10:03:47 AM ID:d5899571-5ce7-44a4-9598-dccd3aef713c Helen Whittington helen.whittington@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:10/19/2021 8:28:52 AM ID:f9559092-bc9c-40d9-8b2b-bb7606b5fe8c Patty Melchior Patty.Melchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:10/19/2021 9:39:58 AM ID:fdcbeaae-8e74-439c-ad01-cd68e879857f Imelda Garcia ImeldaM.Gargia@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign 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 Dina Chavez Sent: 10/19/2021 9:20:53 AM dinac@cctexas.com ED Viewed: 10/19/2021 9:52:13 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Coleman York coleman.york@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lacy Alexander lacy.alexander@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/19/2021 9:20:53 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:9/14/2020 7:10:18 PM Parties agreed to:Annette Rodriguez MPH,Annette Rodriguez MPH, Helen Whittington, Patty Melchior ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DSHS Contract Management Section(we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract between the Department of State Health Services and the Corpus Christi-Nueces County Public Health District in the amount of $48,345.00 with a City match of $9,669.00 for the period January 1, 2022, through December 31, 2022, to provide tuberculosis prevention and control services under the Health Grant. 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 enter into a Contract No. HHS001096400011 (the "Contract") with the Department of State Health Services ("DSHS") and the in the amount of $48,345.00 with a City match of $9,669.00 for the period January 1, 2022, through December 31, 2022, to provide tuberculosis prevention and control services under the Tuberculosis ("TB") Prevention and Control-Federal Health Grant. The funds are appropriated in Health Grants Fund 1066. SECTION 2. The Contract funds shall be used to provide personnel costs for one full- time employee ("TB Contract Personnel'), supplies, and other expenses. SECTION 3. The TB Contract Personnel shall assist the TB program in preventing, controlling, and investigating TB cases within the jurisdiction of the Corpus Christi-Nueces County Public Health District. SECTION 4. The City Manager or designee is authorized to execute any future amendments to the Contract which extend the contract period or increase or decrease the amount of the grant. SECTION 5. A copy of the executed health grant contract 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 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma 1 That the foregoing ordinance was read for the second time and passed finally on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of 2021. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor 2 se G� O'1 +-� H o AGENDA MEMORANDUM oRPORPg4 First Reading Ordinance for the City Council Meeting of December 7, 2021 1852 Second Reading Ordinance for the City Council Meeting of December 14, 2021 DATE: October 1, 2021 TO: Peter Zanoni, City Manager FROM: Annette Rodriguez, MPH, Director of Public Health An n etteAn n ette r�cctexas.comcom 361-826-7203 Acceptance of the Amendment No. 1 COVID-19 Vaccination Capacity Contract in the amount of $4,727,170.00 and appropriation of the funds for the contract period May 14, 2021 through June 30, 2024. CAPTION: Ordinance authorizing Amendment No. 1 of$4,727,170.00 to Contract with Texas Department of State Health Services which provides $18,073,609.00 for COVID-19 Vaccination services provided May 14, 2021, through June 30, 2024, to be used to increase, train, and monitor vaccine sites and providers; and appropriating the funds in the Health Grant Fund. SUMMARY: This Amendment No. 1 to the COVID-19 Vaccination Capacity Contract with the Texas Department of State Health Services will develop tools and channels to provide targeted communications and outreach efforts, supporting vaccination opportunities and addressing vaccination hesitancy. BACKGROUND AND FINDINGS: In May of 2021, the City Council approved the COVID-19 Vaccination Capacity Contract with the Texas Department of State Health Services (DSHS) in the amount of $18,073,609.00 to provide COVID-19 vaccination services and support. ALTERNATIVES: Refuse the grant and discontinue providing COVID-19 vaccination services across the jurisdiction, including among high-risk and underserved populations. FISCAL IMPACT: 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: 831566F Mission Element: 103 Disease Prevention Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001019500010, Amendment No. 1 Ordinance Ordinance authorizing Amendment No. 1 of $4,727,170.00 to Contract with Texas Department of State Health Services which provides $18,073,609.00 for COVID-19 Vaccination services provided May 14, 2021, through June 30, 2024, to be used to increase, train, and monitor vaccine sites and providers; and appropriating the funds in the Health Grant 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 Amendment No. 1 of Contract No. HHS001019500010 under the COVID-19 Immunizations Grant Program which provides an increase of $4,727,170.00 and appropriation of funds for COVID-19 Vaccination services provided for the contract period May 14, 2021, through June 30, 2024. SECTION 2. The amendment will result in an increase in funding of $4,727,170.00 for the period May 14, 2021, through June 30, 2024, for a total increased grant amount of $22,800,779.00 for said period, with said amounts appropriated in No. 1066 Health Grant Fund. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma That the foregoing ordinance was read for the second time and passed finally on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma 1 PASSED AND APPROVED on this the day of 2021. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor 2 DocuSign Envelope ID:22E9AE30-6694-4F78-8FB5-91C9F73EA62D TEXAS 60.1le Health and Human Texas Department of State Health Services `p Services John Hellerstedt,M.D. Commissioner Annette Rodriguez, MPH Corpus Christi-Nueces County Public Health District (City) 1201 Leopard Street Corpus Christi, Texas 78401 Subject: COVID-19 Vaccination Capacity Contract Contract Number: HHS001019500010, Amendment No. I Contract Amount: $22,800,779.00 Contract Term: May 14, 2021 through June 30, 2024 Dear Ms. Rodriguez: Enclosed is the COVID-19 vaccination capacity contract between the Department of State Health Services and Corpus Christi-Nueces County Public Health District (City). The purpose of this contract is to increase COVID-19 vaccination capacity for the jurisdiction. This Amendment increases the Contract amount by$4,727,170.00. Please let me know if you have any questions or need additional information. Sincerely, Holly Zoerner, CTCM Contract Manager 512-776-3767 Holly.Zoemer@dshs.texas.gov DocuSign Envelope ID:22E9AE30-6694-4F78-8FB5-91C9F73EA62D DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS001019500010 AMENDMENT No. 1 The DEPARTMENT OF STATE HEALTH SERVICES("SYSTEM AGENCY"),a pass-through entity,and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) ("GRANTEE"), who are collectively referred to herein as the 'Parties," to that certain Immunizations/COVID-19 Contract effective May 14, 2021 and denominated DSHS Contract No. HHS001019500010 ("the Contract"), now desire to further amend the Contract. WHEREAS, DSHS desires to add funding for Coronavirus Disease 2019 (COVID-19) activities; and WHEREAS, DSHS desires to amend the Statement of Work to add objectives and activities for Coronavirus Disease 2019 (COVID-19); and Now,THEREFORE, the Parties hereby amend and modify the Contract as follows: 1. SECTION IV of the Contract, BUDGET is hereby amended to add COVID-19 funds to the Contract of$4,727,170.00. The Contract shall not exceed the amount of$22,800,779.00. All expenditures of the additional funds must conform with ATTACHMENT B-1, SUPPLEMENTAL BUDGET. 2. ATTACHMENT A of the Contract, STATEMENT OF WORK is hereby supplemented with the addition of ATTACHMENT A-1,SUPPLEMENTAL STATEMENT OF WORK. 3. ATTACHMENT B, BUDGET, is hereby supplemented with ATTACHMENT B-1, SUPPLEMENTAL BUDGET (attached hereto). 4. This Amendment No. 1 shall be effective upon the date of the last signature. 5. Except as amended and modified by this Amendment No. 1, all terms and conditions of the Contract, as amended, shall remain in full force and effect. 6. Any further revisions to the Contract shall be by written agreement of the Parties. SIGNATURE PAGE FOLLOWS 2 DocuSign Envelope ID:22E9AE30-6694-4F78-8FB5-91C9F73EA62D SIGNATURE PAGE FOR AMENDMENT No. 1 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS001019500010 SYSTEM AGENCY GRANTEE Signature Signature Printed Name: Printed Name: Title: Title: Date of Execution: Date of Execution: THE FOLLOWING ATTACHMENTS ARE ATTACHED AND INCORPORATED AS PART OF THE CONTRACT: ATTACHMENT A-1 SUPPLEMENTAL STATEMENT OF WORK ATTACHMENT B-1 SUPPLEMENTAL BUDGET ATTACHMENTS FOLLOW 3 DocuSign Envelope ID:22E9AE30-6694-4F78-8FB5-91C9F73EA62D ATTACHMENT A-1 SUPPLEMENTAL STATEMENT OF WORK I. Grantee will conduct all of the following objectives that are aligned with an approved workplan. A. Obiective 1 1. Grantee will utilize relevant U.S. Census tract data at the Zip Code level to identify geographic areas within their jurisdiction with increased populations of the following racial and ethnic minority groups: a) Non-Hispanic American Indians b) Alaska Native c) Non-Hispanic Black d) Hispanic Grantee may hire or contract Data Analysts, Statisticians, Epidemiologists, Social Workers, and Public Health specialists to identify these populations. Grantee is encouraged to map vaccination coverage within their jurisdiction by ZIP Code using ImmTrac vaccination data and/or other local programs which capture COVID-19 vaccination data. 2. Once identified, Grantee will perform targeted education and outreach regarding COVID-19 vaccination to these communities. Methods of education and outreach can include,but are not limited to: a) Door-to-door educational pamphlet placement b) Town hall meetings c) Neighborhood association meetings d) Festival/fair, or other community event 3. Grantee will share this data with other organizational entities within the jurisdiction to assist with the outreach. These entities can include health department programs like HIV/STD, WIC, and Rural Health, as well as other agencies who regularly interact with these racial and ethnic minority groups. These groups can include the jurisdictional fire department,police department, public works department, and community services department. a) Grantee will investigate pathways to incorporate these external organizations to assist in delivery of outreach and educational messages. B. Obiective 2 1. Using the data from the identified disproportionate population identified, Grantee will develop and implement outreach campaigns to identify and train trusted messengers to deliver COVID-19 vaccine safety and effectiveness to 4 DocuSign Envelope ID:22E9AE30-6694-4F78-8FB5-91C9F73EA62D these communities and populations. These trusted messengers can include, but are not limited to: a) Faith leaders b) Teachers c) Community health workers d) Radio DJ's e) Barbers f) Local Proprietors g) Community and civic leaders 2. These trusted messengers will deliver their COVID-19 vaccine promotion material and information through local media outlets, social media, faith-based venues, community events, and other culturally appropriate venues. 3.Within the jurisdiction, the Grantee will contact and engage the following entities to develop and operate temporary or mobile COVID-19 vaccination sites, especially in high-disparity communities. The following are recommendations: a) Places of worship b) Community-based centers (libraries, event centers) c) Recreation centers d) Food banks e) Schools/colleges f) Grocery stores g) Salons/barbershops h) Major employers C. Obiective 3 1. Grantee will continue to increase access to vaccination sites and appointments throughout the jurisdiction by using multiple locations and with flexible hours (evening hours) which are accessible to and frequented by the identified disproportionate populations. Sites should include, but are not limited to: a) Pharmacies b) Healthcare facilities c) Community-based sites d) Mobile sites 2. Grantee must coordinate with local community-based organizations to plan and implement mobile vaccination clinics and is encouraged to work with minority community health workers, nursing students/schools, and historical black colleges and universities, as applicable. 5 DocuSign Envelope ID:22E9AE30-6694-4F78-8FB5-91C9F73EA62D 3. Grantee is required to simplify the COVID-19 vaccine patient registration procedure through the following avenues: a) Prioritize options which do not require pre-registration b) Ensure patient registration options do not require the internet or digital platforms c) Registration is accessible to those with limited English proficiency or limited literacy i. Registration does NOT require nonessential documentation. 4. Grantee is encouraged to support free or subsidized transportation options to access vaccination appointments either directly or indirectly through community partners. D. Obiective 4 1. Grantee will fund and hire a dedicated health communicator to support and implement the jurisdiction's specific vaccine communication, education, and outreach. This position will assist the Grantee in: a) Developing and implementing community-based and culturally and linguistically appropriate messages which focus on COVID-19 spread, symptoms, treatment, and prevention, AND benefits of vaccination b) Fund communications strategies that accommodate different levels of health literacy, digital literacy, and science literacy c) Develop toolkits, checklists, quick guides, etc., to increase vaccine education d) Continue training of local trusted messengers to deliver messages regarding vaccine hesitancy and misinformation e) Develop localized testimonial campaigns E. Obiective 5 1. Grantee will fund and hire an adult immunization coordinator to focus on COVID-19, influenza, and other necessary vaccines for these disproportionate populations within their jurisdiction to serve as a safety net for at-risk individuals. The coordinator will focus on: a) Quality improvement b) Reminder recall c) Other relevant activities to improve adult coverage rates 6 DocuSign Envelope ID:22E9AE30-6694-4F78-8FB5-91C9F73EA62D ATTACHMENT B-1 SUPPLEMENTAL BUDGET Total Amount Budget Categories Upon execution to June 30, 2024 Personnel $2,312,000.00 Fringe $883,878.00 Travel $26,852.00 Equipment $0.00 Supplies $94,440.00 Contractual $1,410,000.00 Other $0.00 Total Direct $4,727,170.00 Indirect $0.00 Total $4,727,170.00 Remainder of page intentionally left blank 7 DvcuSign Certificate Of Completion Envelope Id:22E9AE3066944F788FB591C9F73EA62D Status:Sent Subject:$22,800,779.00;HHS001019500010 Corpus Christi-Nueces County PHD(City)Al; IMM/COVID Source Envelope: Document Pages:7 Signatures:0 Envelope Originator: Certificate Pages:5 Initials:0 CMS Internal Routing Mailbox AutoNav:Enabled 11493 Sunset Hills Road Envelopeld Stamping:Enabled #100 Time Zone:(UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 167.137.1.8 Record Tracking Status:Original Holder:CMS Internal Routing Mailbox Location:DocuSign 9/10/2021 10:42:58 AM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Andy Marker Completed Sent:9/10/2021 11:39:14 AM Edward.Marker@hhs.texas.gov Resent:9/14/2021 11:04:42 AM Security Level:Email,Account Authentication Viewed:9/14/2021 11:10:40 AM (None) Using IP Address: 167.137.1.16 Signed:9/14/2021 11:16:45 AM Electronic Record and Signature Disclosure: Accepted:9/14/2021 11:10:40 AM ID:831a42ea-3fc2-497b-ae4d-d44e2e8126f5 Scott Merchant Completed Sent:9/14/2021 11:16:46 AM Scott.Merchant@hhs.texas.gov Viewed:9/14/2021 8:18:58 PM DSHS General Counsel Signed:9/14/2021 8:20:40 PM Security Level:Email,Account Authentication Using IP Address:70.112.75.20 (None) Electronic Record and Signature Disclosure: Accepted:9/14/2021 8:12:19 PM ID: 1cOb8d67-aeb5-426e-ac50-a67a3b372oc2 Annette Rodriguez MPH Sent:9/14/2021 8:20:42 PM annefter@cctexas.com Health Director Corpus Christi-Nueces County Public Health District Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:9/8/2021 5:28:47 PM ID:91f32523-1bbb-4876-9c79-3260969c34ae Helen Whittington helen.whiffington@dshs.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:9/15/2021 11:57:53 AM ID: 149e412f-4746-4372-826b-f122175b9b99 Patty Melchior Pafty.Melchior@dshs.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:9/15/2021 1:16:08 PM ID:c1538767-41d9-4b8e-bf2d-60ef44055dOd Signer Events Signature Timestamp John Hellerstedt,MD john.hellerstedt@dshs.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/28/2021 8:08:30 AM ID:ea622b86-5051-4bb7-9e0e-a9f69b9b5631 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 Lillie Powell PowelCOPIED Sent:9/10/2021 11:39:13 AM lillie.poweII@dshs.texas.gov Contract Manager Texas Health and Human Services Commission Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rocky Barrera � Sent:9/14/2021 8:20:42 PM rockyb@cctexas.com ED Viewed:9/15/2021 1:41:03 PM Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/10/2021 11:39:14 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:9/14/2020 7:10:18 PM Parties agreed to:Andy Marker,Scott Merchant,Annette Rodriguez MPH,Helen Whittington,Patty Melchior,John Hellerstedt,MD ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DSHS Contract Management Section(we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process,please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact DSHS Contract Management Section: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: alison.joffrion@hhsc.state.tx.us To advise DSHS Contract Management Section of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at alison.joffrion@hhsc.state.tx.us and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. 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Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you,please confirm that you have read this ERSD, and(i)that you are able to print on paper or electronically save this ERSD for your future reference and access; or(ii)that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check-box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify DSHS Contract Management Section as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by DSHS Contract Management Section during the course of your relationship with DSHS Contract Management Section. se v AGENDA MEMORANDUM /ryIORPOHPI EO First Reading for the City Council of Meeting of December 7, 2021 1852 Second Reading for the City Council Meeting of December 14, 2021 DATE: December 7, 2021 TO: Honorable Mayor and City Council CC: Peter Zanoni, City Manager FROM: Kimberly L. Houston, Interim City Auditor Kim berlvH(a)cctexas.com (361) 826-3661 Ordinance to Approve the Calendar Year 2022 Annual Audit Plan CAPTION: Ordinance to approve the Calendar Year 2022 Annual Audit Plan to be implemented by the City Auditor's Office. SUMMARY: In accordance with Code of Ordinance Chapter 12 '/2 City Auditor, this request is for the approval of calendar year 2022 Annual Audit Plan. BACKGROUND AND FINDINGS: This plan was developed based on areas considered to be of highest risk to the City with input from the Mayor and City Council. Chapter 12'/2 Section 2(h) of the City Code of Ordinance requires the City Auditor to submit an annual audit plan to the Audit Committee for review and comment prior to submitting to the full City Council for approval. The proposed audit plan was approved by the Audit Committee on November 16, 2021. ALTERNATIVES: City Council could revise this plan by adding or removing audit projects. FISCAL IMPACT: There is no fiscal impact for this item. RECOMMENDATION: Staff recommends approval of the ordinance for the calendar year 2022 annual audit plan as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Exhibit A— Calendar Year 2022 Annual Audit Plan ORDINANCE APPROVING THE CALENDAR YEAR 2022 ANNUAL AUDIT PLAN TO BE IMPLEMENTED BY THE CITY AUDITOR'S OFFICE WHEREAS, Chapter 12, Section 12'/2-2(h)(1)of the City Code of Ordinances requires that not less than 30 days prior to the beginning of each calendar year ("CY"), the City Auditor shall submit an annual audit plan to the City Council through the Council's Audit Committee ("Audit Committee")for review and comment; WHEREAS, the Audit Committee reviewed and approved the CY 2022 Annual Audit Plan at its meeting on November 16, 2021; and WHEREAS, the Audit Committee has forwarded the CY 2022 Annual Audit Plan to the full City Council for the City Council's review and final approval; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: The City Council has reviewed and approves the CY 2022 Annual Audit Plan, which plan is attached to this ordinance as Exhibit A. The foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma The foregoing ordinance was read for the second time and passed finally on this the day of , 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of , 2021. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Exhibit A City Auditor's Office Proposed CY2022 Annual Audit Plan Item Department Audit Objective No. Audit Area Al American Bank Center and Arena In management of ABC,is the contractor's performance designed to Contractor Performance minimize financial operating support from public funding? Wastewater A2 Environmental Protection Agency(EPA) Is Wastewater on track towards compliance with the Clean Water Act? Consent Decree A3 Engineering Services Is Engineering Services'cost recovery methodology recouping Capital Management Cost Recovery expenditures related to administering the management of capital projects? A4 Human Resources Employee Beneficiary Verification Are ineligible recipients receiving City health insurance benefits? AS Neighborhood Services Are the short-term and long-term needs of the homeless population Homeless Initiatives being met? Alternate Projects A6 Asset Management Do vehicle and equipment maintenance strategies reduce vehicle, Fleet Maintenance equipment,or machine down time? A7 Fire Department Is the deployment of ambulance fee collections designed to increase Ambulance Fee Collections collection rates? A8 Parks and Recreation Is the City maximizing the utilization of SHOT funding? State Hotel Occupancy Tax(SHOT) A9 Downtown Management District(DMD) Is DMD funding deployed in a manner that most efficiently meets its Contract Compliance service plan objectives? Project Carryovers 21-A1 Aviation Is the On-Airport Rental Car Concession and Lease Agreement being On-Airport Rental Car Concession and Lease adhered to by the rental car agency? Solid Waste 21-A2 Hauler Remittance of Municipal Solid Waste Are the haulers remitting the MSWSSC as required by ordinance? System Service Charge(MSWSSQ Parks and Recreation 21 F1 Evaluate status of prior audit recommendations Tennis Center Revenue Collection 20-A1 Pandemic Expenditure Monitoring Are adequate controls in place for screening the eligibility of Texas Various topics' Emergency Rental Assistance Program applicants? 20-A8 Citywide Overtime Monitoring Is management ensuring overtime is authorized,justified,and monitored? Utilities and Gas Department Are sufficient controls in place to ensure adequate responsiveness to 19-AS Field Operations work order requests for meter,register,and other equipment essential to utility billing? Parks and Recreation Revenue AU17-004& Phase 1A-Beach Parking Permits AU17-005Phase 1B-Golf Are sufficient controls in place for all revenue collections? Phase 2A-Community Enrichment Fund Phase 2B-Ball Parks&Other Revenue AU17-003 City-wide Are departments and contractors in compliance with major expenditure Contract Administration contract terms? 17-A8 Neighborhood Services Do housing assistance programs operate in a manner that serves Housing Assistance Programs program recipients while representing the City's best interests? 17-A9 Police Department Are sufficient controls in place over the evidence and property room Property Room function? Other Projects/Continuous Auditing CA Unannounced Cash Counts Are cash funds intact? PC Procurement Card Reviews Are p-card purchases made in accordance with procurement policies and procedures? City Auditor Hotline FR Investigate allegations of fraud,waste,or abuse. Investigations SP Audit Committee Allow time for special requests approved by the Audit Committee Special Requests LEGEND In progress New projects 'Various topics to promote trans p,renry,oversight,preventan d d1 waste and abuse,mismanagement and m itigate risks for pandem is funding. se G� O'1 +-� H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 14, 2021 DATE: December 7, 2021 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police MikeMa(o-)_cctexas.com (361) 886-2603 Josh Chronley, Assistant Director of Finance-Procurement JoshC2�cctexas.com (361) 826-3169 Emergency Equipment Installation and Repairs for Police Vehicles CAPTION: Resolution authorizing a six-month service agreement with C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment, of Corpus Christi, Texas, in an amount not to exceed $200,000.00 for installation and repairs of emergency equipment in City of Corpus Christi Police Department service vehicles with FY 2022 funding available in the General Fund. SUMMARY: This resolution authorizes a six-month service agreement for emergency equipment installation and repairs for Corpus Christi Police Department service vehicles. It is necessary that this service be performed quickly to keep the police vehicles on the road for the protection of the Corpus Christi residents. BACKGROUND AND FINDINGS: The Corpus Christi Police Department (CCPD) is recommending utilizing C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment, to perform minor body repairs, limited structural work, installation, and removal of equipment in service vehicles. Service vehicles must be repaired quickly, and C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment, is able to meet the needs of the CCPD by getting the service vehicles back into operation in a quick timeframe. The vendor will repair minor body damage, perform limited structural work to the vehicles and electrical work required for in-car video equipment, police radios, light bars, etc. By consolidating these repairs to one vendor, service vehicles will return to the streets quicker. C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment, is one of a few companies in the southern region of the State of Texas that is certified to install and remove the Panasonic in-car camera in the service vehicles. CCPD was using AutoWorks, of Corpus Christi, Texas, to perform this work, but AutoWorks pulled out of the contract because they could not quickly enough repair out-of-service vehicles due to labor issues. As a result, some of the service vehicles were not turned around for upwards of 30 days. The contract with AutoWorks was for $300,013.00 for two years, with two additional one-year periods. CCPD currently has an interim contract with C &S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment, for $50,000.00 to perform the work until a new service agreement is issued. Under the interim contract, C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment has been able to turnaround CCPD's vehicles quickly, in a timeframe acceptable to CCPD. CCPD is therefore satisfied with C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment performance and recommends continuing to work with them. The proposed contract with C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment, is not to exceed $200,000.00. Staff recommends the amount of up to $200,000.00 because there remains a back log of vehicles needing repairs and upfittings stemming from the AutoWorks contract, as well as other vehicles that will be identified in the coming months as part of the regular process. Additionally, the not to exceed amount of $200,000.00 provides the City with funding to continue repairing and upfitting vehicles without interruption if the contract period needs to be extended with C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment for unforeseen circumstances during the timeframe in which the City will prepare a competitive solicitation. The City estimates a timeframe of six months to prepare a competitive solicitation for this work. PROCUREMENT DETAIL: With the incumbent's inability to perform the necessary work in the timeframe required, and in order to meet the immediate departmental needs, the City will operate under the statutory exception provided within the Local Government Code, Section 252.022(a) (2), as this purchase is necessary to provide to preserve or protect the public health and safety of the municipality's residents. The proposed agreement will be for six months in order to provide time for the City to prepare a competitive solicitation without interrupting its ability to provide core police services to the public. The not to exceed amount of$200,000.00 provides the City with enough funding to continue repairing and upfitting vehicles without interruption if the interim contract period needs to be extended for any unforeseen circumstances while the City prepares a competitive solicitation. AutoWorks is the only other local vendor certified to perform the required work, but they pulled out of the last contract due to the inability to repair vehicles quickly. CCPD is satisfied C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment. ALTERNATIVES: If C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment, is not approved, all Police vehicles will have to be taken to Houston to complete the repairs, installs, and removals. This will lead to increased times that Police vehicles are out of service. FISCAL IMPACT: The fiscal impact for FY 2022 is an amount of$200,000.00 from the Police General Fund. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 11740 Mission Element: 151 Respond to Law Enforcement Calls Project # (CIP Only): N/A Account: 530230 Amount: $200,000.00 RECOMMENDATION: Staff recommends approval of this resolution authorizing a six-month service agreement with C &S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment, for emergency equipment installation and repairs for Police vehicles as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet Service Agreement Resolution authorizing a six-month service agreement with C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment, of Corpus Christi, Texas, in an amount not to exceed $200,000.00 for installation and repairs of emergency equipment in City of Corpus Christi Police Department service vehicles with FY 2022 funding available in the General Fund WHEREAS, this item is for the installation and repairs of emergency equipment in Police vehicles; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; and WHEREAS, there is 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; and 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 his designee, is authorized to execute all documents necessary to secure a six-month service agreement with C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment, in an amount not to exceed $200,000.00 for the installation and repair of emergency equipment in Police vehicles, with FY 2022 funding available in the General Fund. PASSED AND APPROVED on the day of 2021: Paulette M. Guajardo Roland Barrera Gil Hernandez Michael Hunter Billy Lerma John Martinez Ben Molina Mike Pusley Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Page 2 of 2 City of Corpus Christi Price Sheet Contracts &Procurement Emergency Equipment Installation & Repairs for Police Buyer: Tracy Garza Police Department C &S PLATING& BUMPER RECYCLING, INC., DBA C &S TRUCK AND VAN EQUIPMENT CORPUS CHRISTI,TEXAS DESCRIPTION QUANTITY UNIT PRICE Change Over-Remove Emergency Equipment from 1 EACH $2,600.00 wrecked vehicle and re-install in new vehicle New Installation of Emergency Equipment/Vehicle 1 EACH $2,400.00 Rate for Non-Listed Repair/Install* 1 HOUR $60.00 Body Work (Sub-Body Repair) 1 HOUR $53.00 Paint Labor (Sub-Paint Labor) 1 HOUR $53.00 Paint Material (Sub-Paint Material) 1 HOUR $40.00 Frame Repair (Sub-Frame Repair) 1 HOUR $60.00 Mechanical Repair (Sub-Mechanical Repair) 1 HOUR $100.00 Six-Month Service Agreement not to exceed$200,000.00 *Estimates will be provided prior to non-listed repairs/installs DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 �yV S C� G° a 0 H SERVICE AGREEMENT NO. 3881 U EMERGENCY EQUIPMENT INSTALLATION AND REPAIRS FOR ye1852E� POLICE VEHICLES THIS Emergency Equipment Installation and Repairs for Police Vehicles Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Emergency Equipment Installation and Repairs for Police Vehicles in response to Request for Bid/Proposal No. N/A ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Emergency Equipment Installation and Repairs for Police Vehicles ("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. (A) This Agreement is for one year. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 3. Compensation and Payment. This Agreement is for an amount not to exceed $200,000.00, subject to approved extensions and changes. Payment will be made for Services performed 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. Invoices must 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: Pat Eldridge Department: Police Department Phone: 361-886-2696 Email: Pat@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 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 Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 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. 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. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 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: Pat Eldridge Title: Management Services Director Address: 321 John Sartain, Corpus Christi, Texas 78401 Phone: 361-886-2696 Fax: 361-886-2607 IF TO CONTRACTOR: C & S Plating & Bumper Recycling, Inc., dba C & S Truck and Van Equipment Attn: Clifford Dehnert Title: General Manager Address: 2022 Saratoga Blvd., Corpus Christi, Texas 78415 Phone: 361-854-0630 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 Fax: 361-863-4786 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 may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City 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 may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City 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. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. 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. 22. 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. 23. 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). 24. 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. 25. 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. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 27. 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. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 CONTRACTOR DocuSigned by: Signature: 4 VtW� Printed Name: Clifford Dehnert Title. GENERAL MANAGER Date: 12/3/2021 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director, 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 l : RFB/RFP No. N/A Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 Attachment A - Scope of Work Scope of work- Install and removal of Emeraencyeguipment in police vehicles. Install electronics, prisoner safety equipment and all related police equipment in law enforcement vehicles. Decommission marked patrol vehicles by removing all emergency equipment, computers,and prisoner safety equipment. Each vehicle worked onwill be billed separately specifying work completed and will include the unit number and VIN. There may be additional equipment added to vehicles that are not marked. Marked Patrol Vehicle All installed items will be supplied by the City of Corpus Christi. The placement of all emergency equipment and technology will be specified by police fleet personnel. 1 . Install front push bumper to manufacturer's specification. 2. Install emergency lighting outside of the vehicle. This will include up to 8 additional lights mounted on exterior of each unit. 3. Install wiring to all emergency lights to allow full operation of all emergency lights. 4. Install wiring to power the following items. (i.e., MDT, In-car camera, cradle point, police radio, printers, radars, and docking stations along with any other technology requested. 5. Install a prisoner cage kit to include window barriers, door panels, plastic back seat, and rear barrier. 6. Install gun rack. 7. Install wig wag lighting module to headlights and taillights. 8. Install police radio and antenna. 9. Install center console. 10. Install cradle point. 11 . Install in car camera system. 12. Install mounted in car radar system. 13. Install controller to operate all emergency lighting equipment to include siren speaker. 14.Install command box in the rear of the vehicle. (approx. 20 supervisor vehicles in fleet are equipped with these.) Patrol Vehicle (Slick top) 1 . Install front push bumper to manufacturer's specification. 2. Install emergency lighting outside of thevehicle. 3. Install wiring to all emergency lights to allow full operation of all emergency lights. 4. Install wiring to power the following items. (i.e.MDT, In-carcamera, cradle point, police radio, printers, radars, and docking stations along with any other technology requested. Page 1 of 3 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 5. Install a prisoner cage kit to include window barriers, door panels, plastic back seat, and rear barrier. 6. Install gun rack. 7. Install wig wag lighting module to headlights and taillights. 8. Install police radio and antenna. 9. Install center console. 10. Install cradle point. 11 . Install in car camera system. 12. Install mounted in car radarsystem. 13. Install controller to operate all emergency lighting equipment to include siren speaker. 14. Install command box in the rear of the vehicle. (approx. 20 supervisor vehicles in fleet are equipped with these.) Specialty Vehicles The police department has vehicles that are specialized and may require all equipment specified under marked units to be installed or just partial equipment. Vehicles in this category include Forensic Vans, Prisoner Transport, Passenger Transport and K-9 units. The equipment for each would be specified at time of installation. Scope of work for repairs and work to police vehicles.Vendor must have certification to perform repairs on some equipment. During the year, vehicles are either damaged or are involved in accidents and require the removal of damaged parts and equipment and the installation of new replacement equipment. 1. Will remove equipment damaged or destroyed and replace with new equipment. 2. Repairs, removal, and installation emergency equipment. 3. The removal and or replacement of the Panasonic and dash camera system. Requires installer to be certified through Panasonic. Within 2 years the City will transition to Axon. 4. Certified to make repairs on the Harris GE radio system. 5. Be able to troubleshoot emergency equipment to fix or repair issues. 6. Be able to repair generators and electrical equipment on large specialty police vehicles that is part of the emergency equipment on the unit. The vendor must agree to the following support items: Page 2 of 3 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 1 . Must be available after hours if needed at no additional charge, to include weekends and holidays. 2. No overtime for work done after hours and weekends. 3. Must have knowledge of emergency equipment. 4. Must have knowledge of emergency equipment wiring. 5. Vendor will agree to make marked patrol cars a priority. Page 3 of 3 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 NT B - PRICING SCHEDULE �� Address: Remit ing an tent to 2022 Suraidga gt�, C&S Plating and Bumper Quote Page 1 of 2 Corpus Chr'Islik TX 76417 2022 Saratoga Blvd �K �� Phnar.(361)854 0696 Corpus Christi. - 78417 Phone:cand 354-0630 �a D «� Sates�camtsPlafingxurm Alma ands latin com � P A� www.tandstruckandvan.co Q16564 9/8/2021 Net 30 i Contact 1:Chris Cerros Et P :Clifford J. CU05624 City of Corpus Christi :City of Corpus Christi Phone 1:(361)739-1068 hnert Police Department Email 1:ccerros@cctexas.com Start: Accounts Payable Division-4th FI. P.O. Box 9277 Contact 2:City of Corpus Christi :CU05624 Corpus Christi,Texas 78469 City of Corpus Christi I Police Department: Apt Finish: PHONE : (361)886-2610 Dolores Rivera SIM33 i �. Make : VIN : STK# : ; Model: Odometer: Year: Attributes:VEHICLEIEQUIPEMNT RO#: Color: REPAIR SCOPE OF WORK PO#: L 3 33 EE EE 3 e>,3? 3 .f' E, �.,�..•�>;�>•E...;:;:;;;..—,...ve•.:�•ttc3 Etfc ff E3f' S.. .�. `r �'3 ,.-fix �-,..._._. ..._._. ,.,,. ._...._....._..,..,,�,.,._..�•_.....-. ��,.<,-.-.-�<,j --- i� ,< .��` -..� E PARTS FOR EMERGENCY EQUIPMENT AND a LIGHTING WILL BE SOLD AT 20 PERCENT OVER LANDED COST TO THE POLICE DEPARTMENT, INS-POLICE CHANGE OVER- REMOVE EMERGENCY EQUIPMENT ! 1 2,600.00 2,640.00 FROM WRECKED VEHICLE AND RE-INSTALL IN NEW VEHICLE, THIS INCLUDES: -EMERGENCY LIGHT PACKAGE -CAMERA SYSTEM -RADIO -CONSOLES AND PARTITIONS 't USING CUSTOMER SUPPLIED EQUIPMENT INS-POLICE NEW INSTALL FOR EMERGENCY EQUIPMENT IN NEW 1 2,400.00 2,400.00 r VEHICLE I THIS INCLUDES: -EMERGENCY LIGHT PACKAGE -CAMERA SYSTEM RADIO i -CONSOLES AND PARTITIONS USING CUSTOMER SUPPLIED EQUIPMENT i 1 INS-Equipment z RATE FOR NON LISTED TYPE OF REPAIR OR INSTALL i 1 60.00 60.00 E WILL BE BY THE HOUR.ESTIMATE WILL BE PROVIDED BEFORE REPAIR I ` I 3 _ 5,366.00 5,366.00 0.00 5,366.00 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 Address: Remit Payment tv. Quote @ .2 Saratoga awa C&5 Plating and Bumper Page 2 of 2 �Q Corpus ChrWi,TX 76417 2022 Saratoga Blvd IffPhone[361)8a4 6656 Corpus Christi.TK 78417 � � phone:(3611 8 54-06 50 A Sa1evtkaPd$PUt(illS,00M Aima@candsplating.com 4 3' >€ �,���itM:.€E3iE� „r, THE FOLLOWING LABOR RATES WILL APPLY EACH TYPE OF REPAIR REQUESTED.LABOR HOUR COUNTS ARE GENERATED THROUGH STANDARD f BODY SHOP ESTIMATING SOFTWARE SUB-BODY BODY WORK BY THE HOUR 1 53.00 53.00 REPAIR SUB-PAINT ` PAINT LABOR BY THE HOUR 1 53.00 ' 53.00 LABOR SUB-PAINTMATIE PAINT MATERIAL BY HOUR 1 € 40.00 40.00 E RIAL I 3 SUB-FRAME FRAME REPAIR BY!-TOUR 1 60.00 i 60.00 REPAIR SUB-MECHANIC MECHANICAL REPAIR BY HOUR ? 1 100.00 100.00 AL REPAIR i i i 1 i I 1 i i { E E � E€ k y € 3 I E € �73 33j i ftE € E 3 E I 1 �l lililllll�lll fl Illlllll Q16564 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 ATTACHMENT C - INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) 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 is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability Including: $250,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury GARAGE KEEPERS PHYSICAL DAMAGE Actual Cash Value of Vehicles COVERAGE including: While in Care, Custody or Control Physical Damage on a Direct Primary Basis C. In the event of accidents of any kind related to this agreement, 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 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 a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk 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, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation 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 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 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 remove the exhibit hereunder, and/or withhold any payment(s) if any, 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 DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. 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 agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. BOND REQUIREMENTS: No bonds are required for this Service Agreement. 2021 Insurance Requirements Ins. Req. Exhibit 4-D Contracts for General Services -Services Performed Offsite 05/10/2021 Risk Management - Legal Dept. DocuSign Envelope ID:7ACEB7E9-4BF9-426F-A30D-402321011261 ATTACHMENT D - WARRANTY REQUIREMENTS A.The Contractor shall warrant materials and workmanship against defects arising from faulty material, faulty workmanship for a period of 12 months following the final acceptance of the work and shall replace such defective materials or workmanship without cost to the City. B. Where items or equipment or material carry a manufacturer's warranty for any period in excess of 12 months, then the manufacturer's warranty shall apply for the piece of material or equipment. The Contractor shall replace such defective equipment or materials, without cost the City, within the manufacturer's warranty period. se G� O'1 +-� H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Dante Gonzalez, Interim Director of Parks and Recreation Da nteG(ja�cctexas.com (361) 826-3133 Josh Chronley, Assistant Director of Finance-Procurement JoshC2�cctexas.com (361) 826-3169 Meal Delivery Service for Parks and Recreation CAPTION: Motion authorizing a three-year service agreement with Russell James, dba R & R Delivery Service, for the Elderly Nutrition Program - Home Delivered Meals in an amount not to exceed $668,250.00, with FY 2022 funding in an approximate amount of $167,062.50 available in the Elderly Nutrition Program Grant Fund. SUMMARY: The Elderly Nutrition Program is administered by the Elderly Nutrition Services Program, a division of the Parks and Recreation Department. The meal delivery service agreement for the Elderly Nutrition Program — Home Delivered Meals will be for three years ending in September 2024. BACKGROUND AND FINDINGS: Meal Delivery Services supports the Parks and Recreation Department's Senior Community Services. This service agreement provides Senior Community Services with the home delivery of approximately 600 meals daily to recipients of the Elderly Nutrition Program Grant and the Title XX and Title XIX Meals on Wheels Program. The Elderly Nutrition Program has been in effect since the early 1970s and delivers meals City- wide within City limits from Monday through Friday. The full contract value for the prior contract was $714,387.13 for 38-month contract term and reflected a meal delivery rate of$1.58 per meal. The new proposed three-year service agreement full contract value is $668,250.00. This reflects a decrease due to the removal of the Summer Feeding Program in 2019. The Summer Feeding Program was a program that provided summer lunch for children 0-18 years of age. The Summer Feeding Program stopped due to the Corpus Christi Independent School District expanding their summer feeding program. The new proposed three-year service agreement will cost approximately $1.60 per meal to deliver. PROCUREMENT DETAIL: Procurement conducted a competitive Request for Bid process to obtain bids for new long-term contracts. The City received a single response to the Request for Bid from R & R Delivery Service. The previous contract was also with R & R Delivery. ALTERNATIVES: The alternative would be to deny the single response to the Request for Bid. However, doing so would prevent the City's ability to provide home delivered meals to seniors. FISCAL IMPACT: Expenditures will total at a prorated amount of $167,062.50 for FY22, $250,593.75 for FY23, and $250,593.75 for FY 24. FUNDING DETAIL: Fund: 1067 (Parks & Rec Grants) Organization/Activity: 810822F (Elderly Nutrition Program) Mission Element: 142 (Provide recreational, social and cultural programs and activities) Project # (CIP Only): N/A Account: 530000 RECOMMENDATION: Staff recommends approval of this motion authorizing a three-year service agreement with Russell James, dba R & R Delivery Service, as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation Presentation City of Corpus Christi �o4ptss Contracts and Procurement 0 A Senior Buyer:Tracy Garza Bid Tabulation �iss2 RFB No.3726 Meal Delivery Services for Parks and Recreation R& R DELIVERY SERIVCE CORPUS CHRISTI,TX ITEM DESCRIPTION UNIT QUANTITY UNIT PRICE EXTENDED PRICE Year 1 Elderly Nutrition Program-Home Meal 137,500 $ 1.60 $220,000.00 Delivered Meals Year 2 Elderly Nutrition Program-Home Meal 137,500 $ 1.62 $222,750.00 Delivered Meals Year 3 Elderly Nutrition Program-Home Meal 137,500 $ 1.64 $225,500.00 Delivered Meals GRAND TOTAL $668,250.00 DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 �yV S C� G° a 0 H SERVICE AGREEMENT NO. 3726 U MEAL DELIVERY SERIVCE FOR PARKS AND RECREATION yeanaonn!e� 1852 THIS Meal Delivery Service for Parks and Recreation Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and R & R Delivery Serivice ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Meal Delivery Service for Parks and Recreation in response to Request for Bid/Proposal No. 3726 ("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 Meal Delivery Service for Parks and Recreation ("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. (A) This Agreement is for three years. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $668,250.00, subject to approved extensions and changes. Payment will be made for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 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. Invoices must 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: Roberta Rodriguez Parks and Recreation 361-826-3166 RobertaO@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 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. Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 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. 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 Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 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: Roberta Rodriguez Contract/Funds Administrator P.O. Box 9277, Corpus Christi, Texas 78469-9277 Phone: 361-826-3166 Fax: 361-826-3864 IF TO CONTRACTOR: R & R Delivery Serivice Attn: Russell James Title: Owner/Operator Address: P.O. Box 71746, Corpus Christi, Texas 78467 Phone: 830-275-0853 Fax: NA Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 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 may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City 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 may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City 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. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. 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. 22. 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. 23. 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). 24. 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. 25. 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. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 27. 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. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 CONTRACTOR DocuSigned by: Signature: 'sst l ,awc,s R Printed Name: Russell James Title: owner/operator Date: 10/7/2021 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director, 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 l : RFB/RFP No. 3726 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 ATTACHMENT A - SCOPE OF WORK 4.1 General Requirements/Background Information A. The Contractor shall provide meal delivery services for the Parks and Recreation Elderly Nutrition Program - Home Delivered Meals Program as outlined in this Scope of Work. B. The Elderly Nutrition Program is administered by the Elderly Nutrition Services Program, a division of the Parks and Recreation Department of the City. The meal delivery service for the Elderly Nutrition Program - Home Delivered Meals is for three years starting each year from October through September. 4.2 Scope of Work A. The City will be responsible for providing the Contractor with sufficient meals packed and ready for shipping with a route specifying the name and address of the recipient on a daily basis no later than 9:30 a. m. B. The Contractor shall load the meals into the delivery vehicle, deliver the meals to each home, hand the meals directly to the recipient at the door or request permission to enter the home and conveniently place the meal in a designated area and assist the recipient in opening the meal, if needed. It is the responsibility of the driver to initiate direct verbal and visual contact with the recipient each day the meal is delivered to the home. 1 . Additional meal delivery procedures may be implemented by the City to ensure the health and safety of delivery drivers and or recipient. C. Contractor shall deliver approximately 600 meals each day to participating residents for a twelve-month period consisting of 250 days to be delivered between the hours of 10:30 a.m. and 1 :30 p.m. Monday through Friday as outlined in Exhibit A - 2022 Elderly Nutrition Program- Home Delivery Calendar. D. TRAINING: Elderly Nutrition Program - Home Delivered Meals - The Contractor and Citywill provide training for drivers in areas of meal delivery operations, client confidentiality procedures, handling emergency situations, sanitary methods for delivering meals, general knowledge and techniques of working with aged and disabled individuals. Training shall be conducted by the Contractor on a quarterly basis and should be documented by the Contractor for Elderly Nutrition Services Program files. DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 E. HIRING OF CONTRACTOR EMPLOYEES: The Contractor shall ensure that drivers meet the following requirements prior to issuing them a route assignment: 1 . Valid Texas Driver's License. 2. Minimum State requirement of vehicle insurance coverage. 3. General knowledge of Corpus Christi City Limits. 4. Knowledge of Elderly Nutrition Program meal delivery routes. 5. The Driver must have a valid Corpus Christi/Nueces County Health Department Food Handlers Permit prior to delivering meals. 6. All employees are required to complete a Basic First Aid/CPR Certification within 60 days of employment. 7. The Contractor must provide written documentation and maintain records of conducting employee background checks prior to delivering meals for the City as mandated by the Texas Health and Human Services and Texas Department of Agriculture for the following: a. The Contractor must obtain a criminal history on each driver directly or through a public agency the Criminal History record of the applicant through Department of Public Safety. b. The Contractor must obtain an Employee Misconduct Registry on- line through the List of Excluded Individuals/Entities (LEIE) maintained by the United States Department of Health and Human Services Commission. c. The Contractor must obtain a Nurse Aide Misconduct Registry on- line through the LEIE, maintained by the United States Department of Health and Human Services Commission, Office of Inspector General. F. Contractor employees must adhere to the following: 1 . Must pass background checks prior to employment. The Employee Misconduct Registry and the Nurse Aide Registry are required to be conducted on a monthly basis while employed. 2. Must wear a picture style identification badge on the upper outer garment when delivering meals. Such badge shall be approved by the Contract Administrator. 3. Must comply with professional dress code requirements. Workplace attire should reflect a professional image. Clothing such as halter tops, tank tops, strapless tops, tops with spaghetti straps, sweatshirts, sweatpants, wind suits, athletic clothing, spandex, leggings, skorts, and pants above mid-calf length are not appropriate. Walking Shorts are allowed, the hem should not be higher than 3 inches above the knee. 4. Clothing should not distract, be offensive, or reveal areas of the body such as abdomen, chest, upper thighs, or buttocks area. Clothing should not be excessively tight fitting or provocative. DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 5. Dress, accessories and jewelry which contain obscene symbols, signs or slogans, and/or which slur or degrade on the basis of race, religion, ethnicity, sex, disability or sexual orientation, contain language or symbols supporting sex, drugs, alcohol, or tobacco, and impose a threat of imminent violence are not allowed. 6. Clothes shall be sufficient to conceal undergarments at all times. See- through fabrics, sheer, fishnet fabrics (clothing with large holes), halter tops, off the shoulder, low cut tops, and bare midriffs are not allowed. See through shirts may be worn with t-shirts that meet dress code. 7. Sagging and/or baggy pants must not be worn. Pants need to be properly fitted and/or worn with a belt. Pants may not drag on or touch the ground. Jeans with holes, tears, and/or frays including ragged hems should not be worn. "Low Rise" or Hip Hugger" style jeans are prohibited. 8. Additional inappropriate items that should not be worn are: Shoes known as thongs, slippers, "Crocs" or similar plastic clog design, water shoes, beach sandals, and flip-flops. 9. All other requirements as per Elderly Nutrition Program Home Delivered Meal Training Handbook for drivers. G. The Contractor must provide a HOME DELIVERY MEAL (HDM) Route Supervisor to be housed at the Nutrition Education Services Center, Monday through Friday from 8:00 a.m. until all drivers return to the kitchen. The responsibilities of the HDM Route Supervisor are as follows: 1 . Verify daily route charts for accuracy before drivers arrive (i.e., pick up cancellation/reservation route sheets for any documentation). 2. Addressing Contractor employee issues (i.e., drivers calling in sick, training, etc). 3. Calling back-up drivers to fill in when necessary.The Route Supervisor may not serve as a designated back-up driver. a. In the event there is a driver shortage, the Route Supervisor will notify City staff no later than 9AM that morning for City staff to provide support if needed. 4. Assist in packing route meals and milk to verify accuracy. 5. Assist in troubleshooting calls from drivers 6. Verify Route Sheets on a daily basis. 7. Submit daily Total Route Sheet reservations for the next serving day by 1 :30 p.m. 8. Complete and submit weekly Summary Report to the Contract Administrator by 4:00 p.m. on Fridays. DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 4.3 Delivery Requirements A. Meals will be packed at the Central Kitchen and must be kept in the holding containers provided by the Contractor until the meal is delivered to the recipient. To prevent a fluctuation in meal temperatures , drivers shall not transfer packed meals from the original holding containers into private or personal holding containers. B. Contractor shall replace broken or misused holding containers in a timely manner. C. Contractor shall provide twelve food carts for loading the meals on to the delivery vehicles. Hot and cold food shall be maintained as per Texas Health and Human Services standards for the Elderly Nutrition Program throughout the transport (For example: milk will be kept in the cooler packed in ice at all times until delivery). D. For the Elderly Nutrition Program-Home Delivered Meals, the Contractor shall deliver a specified number of frozen meals to designated recipients along with the hot meals as client/recipient service plans require. E. Each driver shall complete their route within a two-hour to three-hour window, commencing from their pickup time to the time they return to the kitchen. F. Meals delivered after the three hour window will be billed at half rate and any meal delivered after 3.25 hours shall be returned to the kitchen and will not be billed to the City of Corpus Christi's Senior Community Services Division. G. The driver shall log the delivery time to first and last delivery to recipient. H. The driver shall verify the meals packed for delivery as per the daily route sheet to assure accuracy. If a driver is short a meal(s) they will be responsible for returning to the kitchen and delivering the meal to the recipient (i.e. a driver fails to count the meals before leaving the kitchen or a driver delivers a meal to a client who was marked "off" the route sheet). The City will be responsible for delivering the meal if it was the fault of the City; (i.e. the City fails to properly document a cancellation or omits to add a recipient on the route). The payment reduction will not apply to meal shortages resulting from documentation errors made by City Staff. I. All meals shall be delivered in an enclosed vehicle without exceptions to this requirement (i.e., meals will not be placed in the back of a pickup truck that does not have a shell). Vehicles must comply with safety, Health DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 Department, Texas Health and Human Services (Elderly Nutrition Program) standards and must be properly maintained. J. The Contractor shall maintain approximately 10 routes consisting of approximately 55 stops each. The number of routes is contingent on the number of routes in the service area. Changes to routes shall only be made with prior City staff approval. K. The Contractor shall return all undelivered meals (i.e. tray, condiments, milk, etc.) and equipment to the kitchen, along with a locked moneybox used by the driver to collect any donations made by the recipients. L. An additional meal will be delivered prior to the following designated holidays: New Year's Day, Martin Luther King Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, Christmas Day, and one other Holiday designated by the Corpus Christi City Council. Meals will be delivered on designated staff in-service dates to be held each quarter. 42 Contractor Quality Control and Administration 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. 4.3 Speciallnstrucfions A. NO SOLICITATION: Drivers must not solicit or accept gifts, favors, tips or any other items of value from a recipient or other person on behalf of the recipient in connection with the services rendered under the contract. B. NOTIFICATION: Elderly Nutrition Program - Home Delivered Meal-Drivers must immediately notify an employee of the Senior Community Services of any safety, health, or fire hazards observed in recipient's home. Any significant changes observed in the recipient's physical or mental condition must also be reported immediately. In addition, Contractor is to report when previous day's food is found uneaten and/or where it was left the previous day, the recipient cannot be found, and suspension of services has not been authorized. C. ESSENTIAL SERVICES DURING SEVERE WEATHER EVENTS AND OTHER EMERGENCY SITUATIONS: The availability of Contractor to maintain meal delivery before, during and after an emergency as requested by the City to provide for the health, safety and well-being of the home delivery recipient. City staff will inform contractor of readiness levels as conditions warrant. Contractor will provide Emergency Plan for continuation of service. DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 2021 Exhibit A ®mmmm�� JAN MWEMEMM APR 1 1 2 4 5 6 7 8 5 6 7 8 9 11 12 13 14 15 12 13 14 15 16 18 19 20 21 22 19 20 21 22 23 2,, 25 26 27 28 29 26 27 28 29 30 31 WOMEMEW FEB WMEMEMM MAY 1 2 3 4 5 1 8 9 10 11 12 3 4 5 6 7 8 15 16 17 18 19 10 11 12 13 14 15 22 23 24 25 26 17 18 19 20 21 22 28 24 25 26 27 28 29 31 WOMEMEW MAR WMEMEME JUN 1 2 3 4 5 1 2 3 4 8 9 10 11 12 7 8 9 10 11 15 16 17 18 19 14 15 16 17 18 22 23 24 25 26 21 22 23 24 25 29 30 31 28 29 30 mmmm®M J U L WMEMEMM OCT 1 2 1 5 6 7 8 9 4 5 6 7 8 12 13 14 15 16 11 12 13 14 15 19 20 21 22 23 18 19 20 21 22 26 27 28 29 30 25 26 27 28 29 WOMMEEW AUG WMEMEMM NOV 2 3 4 5 6 1 2 3 4 5 9 10 11 12 13 8 9 10 11 12 16 17 18 19 20 15 16 17 18 19 23 24 25 26 27 22 23 24 M■ 30 31 29 30 WOMEMEW SEP WMEMEMM DEC 1 2 3 1 2 3 6 7 8 9 10 6 7 8 9 10 13 14 15 16 17 13 14 15 16 17 20 21 22 23 24 20 21 22 23 ■ 27 28 29 30 27 28 29 30 ■ City Holidays Delivery Days DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 2022 �MMMMM JAN APR 1 3 4 5 6 7 4 5 6 7 8 10 11 12 113 14 11 12 13 14 119 t? 1 a 19 20 21 18 19 20 21 22 25 216 27 28 25 26 27 28 29 '31 �MMMMM FEB �MMMMM MAY 1 2 3 4 2 3 4 5 6 7 8 9 14 11 9 10 11 12 13 14 15 116 17 VH 16 17 18 19 20 21 22 23 24 25 23 24 25 26 27 28 30 �MMMMM MAR �MMMMM JUN 1 2 3 4 1 2 3 7 a 9 10 11 6 7 8 9 1.3 14 15 16 17 18 13 14 15 116 17 21 22 23 24 25 20 21 22 23 24 28 29 30 31 27 2& 29 30 Ift, Ma TU VO Tn Fr Sa J U L ®MMMMM T 5 6 7 8 3 4 S 6 7 11 12 13 14 15 10 11 12 13 14 18 19 20 21 22 17 18 19 20 21 25 26 27 28 23 24 2,9 26 27 28 31 �MMMMM AUG MMMMM NOV 1 2 3 a 5 1 2 3 4 8 9 10 11 12 7 8 9 10 11 15 16 17 18 19 14 119 16 17 18 22 23 24 25 26 21 22 23 ®®Pili 29 30 31 28 29 30 ®®MMMM SEP �MMMMMM DEC 1 2 1 2 4 - 6 7 8 9 5 6 7 8 9 11 FW113 14 15 16 12 13 14 1S 16 la 19 k 0 21 22 23 w. 19 20 21 22 23 25 26 27 2:8 23 30 ® 27 2& 23 30 _C ity HolidaW G-e-live ry Da-5s DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 ATTACHMENT B - PRICING SCHEDULE ° CITY OF CORPUS CHRISTI ° CONTRACTS AND PROCUREMENT BID FORM i RFB No. 3726 MEAL DELIVERY SERVICE FOR PARKS AND RECREATION PAGE 1 OF 1 Date: 09.28.21 R&R DELIVERY SERVICE Authorize d RUSSELL JAMES Bid er: _ Signature: 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 Contracts and Procurement 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 forthis RFB. x,1 1 { s�" RE Elderly Nutrition Program — Yr. 1 _ Home Delivered Meals Meal 137,500 $1.60 $220,000.00 Eld erly N utritio n Pro gra m — Yr. 2 Home Delivered Meals Meal 137,500 $1.62 $222750.00 Elderly Nutrition Program — ; $1.64 Yr. 3 Home Delivered Meals Meal 137,500 $225,500.00 rp $668,250.00_ DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 ATTACHMENT C - INSURANCE AND BOND REQUIREMENTS INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1 ) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of Bodily Injury and Property Damage cancellation, non-renewal, material Per occurrence - aggregate change or termination required on all certificates and policies. COMMERCIAL GENERAL LIABILITY $1 ,000,000 Per Occurrence including: $1 ,000,000 Aggregate 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS'S COMPENSATION Statutory and complies with Part II (All States Endorsement if Company is of this not Exhibit. domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 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. DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 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. There are no Bond Requirements for this Service Agreement. 2021 Insurance Requirements Purchasing - Parks & Rec Meal Delivery Service for Elderly Nutrition Program and Summer Youth Feeding Program 09/01 /2021 Risk Management - Legal Dept. DocuSign Envelope ID:859E05BE-4850-44F8-9D48-81 E8B3CB2A99 ATTACHMENT D - WARRANTY REQUIREMENTS No warranty is required for this Service Agreement. SS\ FOR ACCAP Cs% V ' CORPUS r, ACCREDIrEU CHRISTI 's = PAM �hA RECRFAt�P Meal Delivery Service Agreement City Council December 14, 2021 R & R Delivery Service GGRPUS CHRISTI PARK56 • Parks and Recreation is requesting approval for a 3-year meal delivery service agreement with R & R Delivery Service to provide services for the Elderly Nutrition Program — Home Delivered Meals Elderly Nutrition Program CRRI6TI PARK56 • Elderly Nutrition Program and Meals on Wheels Program has been in effect since the 1970s • Delivers meals City-wide within City limits from Monday through Friday • Approximately 600 meals are delivered daily _ On Wheels, 3 Recommendation CHRISTI PARK56 Staff recommends APPROVAL of this item . 4 se G� O'1 +-� H V oRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Rolando Mata, Director of Public Works RolandoM2(a).cctexas.com (361) 826-1677 Josh Chronley, Assistant Director of Finance-Procurement JoshC2�cctexas.com (361) 826-3169 Cold Mix - Cold Laid Asphalt for Street Operations CAPTION: Motion authorizing a one-year supply agreement, with two additional one-year period options for cold mix - cold laid asphalt for Street Operations, for an estimated amount of $1,988,325.00 and a potential cost of$6,218,100.00 if options are exercised, with Vulcan Construction Materials, LLC of Birmingham, Alabama with an office in San Antonio, Texas, with FY 2022 funding in an amount not to exceed $1 ,822,631.25 available through the Streets Maintenance Fund. SUMMARY: This motion authorizes a one-year supply agreement, with two-additional one-year period options with Vulcan Construction Materials, LLC of Birmingham, Alabama, with an office in San Antonio, Texas for a combined total of $6,218,100.00. This supply agreement will provide mix cold laid asphalt and pre-coated aggregate to be used for repair and maintenance projects throughout the City of Corpus Christi. BACKGROUND AND FINDINGS: The cold mix - cold laid asphalt is utilized in urban street level up repair, alley level ups and rural roadways pavement repairs. Currently the level repair consists of removing imperfection asphalt failures to a more sustainable roadway. This material is utilized as a temporary emergency asphalt repairs during afterhours, weekends or holidays until a more permanent hot asphalt repair can be schedule during normal working hours. PROCUREMENT DETAIL: The Purchasing Division conducted a competitive request for bids (RFB) process to obtain bids. The City received one responsive bid and one non-responsive bid out of 124 notifications, using 7 different commodity codes for the solicitation. Staff recommends awarding to Vulcan Construction Materials, LLC, the lowest, responsive, responsible bidder and the incumbent supplier. Vulcan Construction Materials, LLC held the contract from 2018 to 2021 and was able to hold pricing for the duration of the contract. The current bid includes a 23% increase in cost per ton for Asphalt and an increase of 15% in cost per ton for pre-coat aggregate. ALTERNATIVES: An alternative to this motion is not to purchase this material. However, without the material the Public Works Department will not have the necessary material needed during extreme weather conditions. FISCAL IMPACT: The fiscal impact in FY 2022 is in the amount of $1,822,631.25 for this supply agreement, with the remaining cost of $4,229,775 budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 1041 Street Maintenance Fund Organization/Activity: 12430 Surface Preservation Mission Element: 051 Maintain Pavement Project # (CIP Only): N/A Account: 520130 Maintenance and Repairs Amount: $1,822,631.25 RECOMMENDATION: Staff recommends the approval of this agreement with Vulcan Construction Materials, LLC of Birmingham, Alabama, for cold mix - cold laid asphalt for Street Operations. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement City of Corpus Christi Bid Tabulation Procurement RFB#3865 Buyer: Marco Lozano Cold Mix-Cold Laid Asphalt for Street Operations Vulcan Construction Materials, LLC- San Antonio,Texas ITEM Description Unit 1-Year Qty Unit Price Total Price Cold Mix-Cold Laid Asphalt, Item 1 330,Type AA Tons 1,500 $ 90.57 $ 135,855.00 2 Cold Mix-Cold Laid Asphalt, Item Tons 1,500 330,Type A $ 91.57 $ 137,355.00 Cold Mix-Cold Laid Asphalt, Item 3 330,Type B Tons 15,000 $ 89.57 $ 1,343,550.00 4 Cold Mix-Cold Laid Asphalt, Item Tons 1,500 330,Type C $ 90.57 $ 135,855.00 Cold Mix-Cold Laid Asphalt, Item 5 330,Type D Tons 1,500 $ 91.57 $ 137,355.00 Pre-Coated Aggregate- Item 6 302,Grade 3,4,and 5,Pre-Coated Tons 1,500 $ 65.57 $ 98,355.00 1-Year Total $ 1,988,325.00 1st Year ITEM Description Unit Extension Unit Price Total Price Qty Cold Mix-Cold Laid Asphalt, Item 1 330,Type AA Tons 1,500 $ 94.32 $ 141,480.00 2 Cold Mix-Cold Laid Asphalt, Item Tons 1,500 330,Type A $ 95.32 $ 142,980.00 Cold Mix-Cold Laid Asphalt, Item 3 330,Type B Tons 15,000 $ 93.32 $ 1,399,800.00 4 Cold Mix-Cold Laid Asphalt, Item Tons 1,500 330,Type C $ 94.32 $ 141,480.00 Cold Mix-Cold Laid Asphalt, Item 5 330,Type D Tons 1,500 $ 95.32 $ 142,980.00 Pre-Coated Aggregate- Item 6 302,Grade 3,4,and 5,Pre-Coated Tons 1,500 $ 69.32 $ 103,980.00 1st Year Option Total $ 2,072,700.00 2nd Year Extension ITEM Description Unit Qty Unit Price Total Price Cold Mix-Cold Laid Asphalt, Item 1 330,Type AA Tons 1,500 $ 98.07 $ 147,105.00 2 Cold Mix-Cold Laid Asphalt, Item Tons 1,500 330,Type A $ 99.07 $ 148,605.00 Cold Mix-Cold Laid Asphalt, Item 3 330,Type B Tons 15,000 $ 97.07 $ 1,456,050.00 4 Cold Mix-Cold Laid Asphalt, Item Tons 1,500 330,Type C $ 98.07 $ 147,105.00 Cold Mix-Cold Laid Asphalt, Item 5 330,Type D Tons 1,500 $ 99.07 $ 148,605.00 Pre-Coated Aggregate- Item 6 302,Grade 3,4,and 5,Pre-Coated Tons 1,500 $ 73.07 $ 109,605.00 2nd Year Option Total $ 2,157,075.00 1 Year plus Options Total $ 6,218,100.00 DocuSign Envelope ID:9788EFB9-5C05-40A3-A763-OB66078CF329 CUs > SUPPLY AGREEMENT NO. 3865 U Cold Mix - Cold Laid Asphalt for Street Operations fhaaaoRp 1852 THIS Cold Mix - Cold Laid Asphalt for Street Operations Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Vulcan Construction Materials, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Cold Mix - Cold Laid Asphalt for Street Operations in response to Request for Bid No. 3865 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Contractor's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Cold Mix - Cold Laid Asphalt for Street Operations in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. (A) This Agreement is for one year. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $1 ,988,325.00, subject to approved extensions and changes. Payment will be Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:9788EFB9-5C05-40A3-A763-OB66078CF329 made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 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. Invoices must 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: Velma Pena Department: Public Works Department Phone: (361 )-826-1933 Email: VelmaP@cctexas.com 5. Insurance. 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. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to 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 products will remain with Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:9788EFB9-5C05-40A3-A763-OB66078CF329 the Contractor until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Contractor, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the 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. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:9788EFB9-5CO5-4OA3-A763-OB66078CF329 12. Subcontractors. In providing the Goods, Contractor will not enter into subcontracts or utilize the services of subcontractors. 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: Velma Pena Title: Contracts and Funds Administrator Address: 2525 Hygeia Street, Corpus Christi, Texas 78415 Phone: 361-826-1927 Fax: 361-826-1627 IF TO CONTRACTOR: Vulcan Construction Materials, LLC Attn: Julia Farrar Title: Sales Analyst Address: 10101 Reunion Place, Ste 500, San Antonio, Texas 78216 Phone: 210-965-0419 Fax: 210-524-3555 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, Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:9788EFB9-5CO5-4OA3-A763-OB66078CF329 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 may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City 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 may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City 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. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. 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. Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:9788EFB9-5CO5-4OA3-A763-OB66078CF329 22. 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. 23. 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). 24. 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. 25. 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. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. 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) Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:9788EFB9-5CO5-4OA3-A763-OB66078CF329 CONTRACTOR Docusigned by: !ltA a Fawav' Signature: P99A17FC7F244 , Printed Name: Julia Farrar Title: sales Analyst Date: 11/30/2021 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director, Contracts and Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB No. 3865 Exhibit 2: Contractor's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:9788EFB9-5C05-40A3-A763-OB66078CF329 ATTACHMENT A: SCOPE OF WORK U + ]852 1.1 General Requirements/Background Information The Contractor shall provide cold mix - cold laid asphalt and pre-coated aggregate to be used for repair and maintenance projects throughout the City as outlined in this Scope of Work. 1.2 Scope of Work A. The cold laid asphalt shall meet TXDOT Specification Item 330, all Types, Type AA, A, B, C, D, Grade 1 of 2014 Standard Specifications for Construction of Highways, Streets and Bridges. B. The pre-coated aggregate for surface treatments shall meet TXDOT Specification Item 302, Type PE, Grades 3, 4, and 5 pre-coated. 1.3 Delivery Instructions and Locations A. Materials shall be delivered as follows: 1) Staff will contact the Contractor to schedule delivery dates. 2) Cold Mix- cold laid asphalt and pre-coated aggregate will be delivered to the City Material Yard at 5352 Civitan, Corpus Christi, TX 78415. 3) The Contractor shall furnish a shipping/delivery ticket stating description and quantity delivered. 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. Page 1 of 1 ........ DocuSign Envelope ID:9788EFB9-5CO5-4OA3-A763-OB66078CF329 ATTACHMENT B - BID PRICING Ga,�us c� o� � CITY OF CORPUS CHRISTI � CONTRACTS AND PROCUREMENT U BID FORM bORPORPSE� 1852 RFB No. 3865 Cold Mix - Cold Laid Asphalt for Street Operations PAGE 1 OF 1 Date: f0 Authorized Bidder: Uc an (on5k*(,V1Gn 1��aleviuiS� Signature: LLC- 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement 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. 1-Year ITEM Description Unit Qty Unit Price Total Price Cold Mix-Cold Laid 1 Asphalt, Item 330,Type AA Tons 1,500 $ 0. $135 Ss- 2 S2 Cold Mix-Cold Laid Tons 1,500 q�yy ...... . .. .. .. . Asphalt,..Item 330,Type A ... $T, •S-7 $11Y7x55 Cold Mix-Cold Laid 3 Asphalt, Item 330,Type B Tons 15,000 $Qh5-7� $1 -,�45 55 Cold Mix-Cold Laid UU�� 4 Asphalt, Item 330,Type C Tons 1,500 $ .5-1 $1-55,9)65 Cold Mix-Cold Laid 5 Asphalt, Item 330, Tons 1,500 T $9 .5� Type D $1 355 Pre-Coated Aggregate- 6 Item 302, Grade 3,4,and 5, Tons 1,500 Pre-Coated $f 32 DocuSign Envelope ID:9788EFB9-5C05-40A3-A763-OB66078CF329 1st Year ITEM Description Unit Extension Unit Price Total Price Qty Cold Mix-Cold Laid 1 Asphalt, Item 330,Type AA Tons 1,500 $ �V 32 $l�} 4�O Cold Mix-Cold Laid 2 Asphalt,Item 330,Type A Tons 3,500 3 Cold Mix-Cold Laid Tons 15,000 Asphalt,Item 330,Type B $ ,3 Z $ 3gq Cold Mix-Cold Laid 4 Asphalt,Item 330,Type C Tons 1,500 $O 2 $ Cold Mix-Cold Laid 5 Asphalt,Item 330,Type D Tons 1,500 $qJ. jZ $!L42 Pre-Coated Aggregate- 6 Item 302,Grade 3,4,and 5, Tons 1,500 Pre-Coated $(A ,j2 $ID Q ;: .1st Year Option Tota„I ., � $2 p?Z 7 2nd Year Extension ITEM Description Unit Qty Unit Price Total Price Cold Mix-Cold Laid 1 Asphalt,Item 330,Type AA Tons 1,500 ${gyp' o-7 $141 s Cold Mix-Cold Laid ffee�� 2 Asphalt, Item 330,Type A Tons 1,500 $ $I`� 3 Cold Mix-Cold Laid Tons 15,000 Asphalt, Item 330,Type B $q Cold Mix-Cold Laid 4 Asphalt, Item 330,Type C Tons 1,500 $ -7 $147 5 5 Cold Mix-Cold Laid Tons 1,500 Asphalt, Item 330,Type D $ n-7 $ 146, p Pre-Coated Aggregate- 6 Item 302,Grade 3,4,and 5, Tons 1,500 Pre-Coated l7-7 $ tib ps .� ,... rs,�l Year QptLon TotaF� $2 1S 0 5 Tatar $(p "Zi� to() DocuSign Envelope ID:9788EFB9-5CO5-4OA3-A763-OB66078CF329 Attachment C: Insurance and Bond Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) 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 is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and p roperty required on all certificates or by Damage Per occurrence - applicable policy endorsements aggregate Commercial General Liability $1,000,000 Per Occurrence Including: 1. Commercial Broad Form 2. Premises -Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury AUTO LIABILITY(including) $500,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Page 1 of 3 DocuSign Envelope ID:9788EFB9-5C05-40A3-A763-OB66078CF329 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. 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 a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk 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, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. Page 2 of 3 DocuSign Envelope ID:9788EFB9-5C05-40A3-A763-OB66078CF329 E. Within five (5) calendar days of a suspension, cancellation, or non-renewal 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 remove the exhibit hereunder, and/or withhold any payment(s) if any, 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 agreement. 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 agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Bond Requirements: No bonds are required. 2021 Insurance Requirements Ins. Req. Exhibit 4-13 Contracts for General Services -Services Performed Onsite 02/22/2021 Risk Management -Legal Dept. Page 3 of 3 DocuSign Envelope ID:9788EFB9-5CO5-4OA3-A763-OB66078CF329 ATTACHMENT D: WARRANTY REQUIREMENTS No product warranty applies to this Supply Agreement. Page 1 of 1 DocuSign Envelope ID:9788EFB9-5C05-40A3-A763-OB66078CF329 ATTACHMENT A: SCOPE OF WORK U + ]852 1.1 General Requirements/Background Information The Contractor shall provide cold mix - cold laid asphalt and pre-coated aggregate to be used for repair and maintenance projects throughout the City as outlined in this Scope of Work. 1.2 Scope of Work A. The cold laid asphalt shall meet TXDOT Specification Item 330, all Types, Type AA, A, B, C, D, Grade 1 of 2014 Standard Specifications for Construction of Highways, Streets and Bridges. B. The pre-coated aggregate for surface treatments shall meet TXDOT Specification Item 302, Type PE, Grades 3, 4, and 5 pre-coated. 1.3 Delivery Instructions and Locations A. Materials shall be delivered as follows: 1) Staff will contact the Contractor to schedule delivery dates. 2) Cold Mix- cold laid asphalt and pre-coated aggregate will be delivered to the City Material Yard at 5352 Civitan, Corpus Christi, TX 78415. 3) The Contractor shall furnish a shipping/delivery ticket stating description and quantity delivered. 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. Page 1 of 1 ........ DocuSign Envelope ID:9788EFB9-5CO5-4OA3-A763-OB66078CF329 ATTACHMENT B - BID PRICING Ga,�us c� o� � CITY OF CORPUS CHRISTI � CONTRACTS AND PROCUREMENT U BID FORM bORPORPSE� 1852 RFB No. 3865 Cold Mix - Cold Laid Asphalt for Street Operations PAGE 1 OF 1 Date: f0 Authorized Bidder: Uc an (on5k*(,V1Gn 1��aleviuiS� Signature: LLC- 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement 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. 1-Year ITEM Description Unit Qty Unit Price Total Price Cold Mix-Cold Laid 1 Asphalt, Item 330,Type AA Tons 1,500 $ 0. $135 Ss- 2 S2 Cold Mix-Cold Laid Tons 1,500 q�yy ...... . .. .. .. . Asphalt,..Item 330,Type A ... $T, •S-7 $11Y7x55 Cold Mix-Cold Laid 3 Asphalt, Item 330,Type B Tons 15,000 $Qh5-7� $1 -,�45 55 Cold Mix-Cold Laid UU�� 4 Asphalt, Item 330,Type C Tons 1,500 $ .5-1 $1-55,9)65 Cold Mix-Cold Laid 5 Asphalt, Item 330, Tons 1,500 T $9 .5� Type D $1 355 Pre-Coated Aggregate- 6 Item 302, Grade 3,4,and 5, Tons 1,500 Pre-Coated $f 32 DocuSign Envelope ID:9788EFB9-5C05-40A3-A763-OB66078CF329 1st Year ITEM Description Unit Extension Unit Price Total Price Qty Cold Mix-Cold Laid 1 Asphalt, Item 330,Type AA Tons 1,500 $ �V 32 $l�} 4�O Cold Mix-Cold Laid 2 Asphalt,Item 330,Type A Tons 3,500 3 Cold Mix-Cold Laid Tons 15,000 Asphalt,Item 330,Type B $ ,3 Z $ 3gq Cold Mix-Cold Laid 4 Asphalt,Item 330,Type C Tons 1,500 $O 2 $ Cold Mix-Cold Laid 5 Asphalt,Item 330,Type D Tons 1,500 $qJ. jZ $!L42 Pre-Coated Aggregate- 6 Item 302,Grade 3,4,and 5, Tons 1,500 Pre-Coated $(A ,j2 $ID Q ;: .1st Year Option Tota„I ., � $2 p?Z 7 2nd Year Extension ITEM Description Unit Qty Unit Price Total Price Cold Mix-Cold Laid 1 Asphalt,Item 330,Type AA Tons 1,500 ${gyp' o-7 $141 s Cold Mix-Cold Laid ffee�� 2 Asphalt, Item 330,Type A Tons 1,500 $ $I`� 3 Cold Mix-Cold Laid Tons 15,000 Asphalt, Item 330,Type B $q Cold Mix-Cold Laid 4 Asphalt, Item 330,Type C Tons 1,500 $ -7 $147 5 5 Cold Mix-Cold Laid Tons 1,500 Asphalt, Item 330,Type D $ n-7 $ 146, p Pre-Coated Aggregate- 6 Item 302,Grade 3,4,and 5, Tons 1,500 Pre-Coated l7-7 $ tib ps .� ,... rs,�l Year QptLon TotaF� $2 1S 0 5 Tatar $(p "Zi� to() DocuSign Envelope ID:9788EFB9-5CO5-4OA3-A763-OB66078CF329 Attachment C: Insurance and Bond Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) 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 is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and p roperty required on all certificates or by Damage Per occurrence - applicable policy endorsements aggregate Commercial General Liability $1,000,000 Per Occurrence Including: 1. Commercial Broad Form 2. Premises -Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury AUTO LIABILITY(including) $500,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Page 1 of 3 DocuSign Envelope ID:9788EFB9-5C05-40A3-A763-OB66078CF329 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. 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 a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk 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, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. Page 2 of 3 DocuSign Envelope ID:9788EFB9-5C05-40A3-A763-OB66078CF329 E. Within five (5) calendar days of a suspension, cancellation, or non-renewal 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 remove the exhibit hereunder, and/or withhold any payment(s) if any, 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 agreement. 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 agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Bond Requirements: No bonds are required. 2021 Insurance Requirements Ins. Req. Exhibit 4-13 Contracts for General Services -Services Performed Onsite 02/22/2021 Risk Management -Legal Dept. Page 3 of 3 DocuSign Envelope ID:9788EFB9-5CO5-4OA3-A763-OB66078CF329 ATTACHMENT D: WARRANTY REQUIREMENTS No product warranty applies to this Supply Agreement. Page 1 of 1 se G� O'1 +-� H V oRPORPg4 AGENDA MEMORANDUM 1852 First Reading for the City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Rolando Mata, Director of Public Works RolandoM2(a).cctexas.com (361) 826-1677 Joshua Chronley, Assistant Director of Contracts and Procurement Josh C2 a().cctexas.com (361) 826-3169 Professional Services Agreement Pavement Condition Evaluation Survey & Pavement Management Software System (Public Works — Streets & Storm Water) CAPTION: Motion authorizing a professional services contract with HVJ Associates, Inc. of Austin, Texas, for an amount not to exceed $1,435,519.35 for Pavement Condition Evaluation Survey & Pavement Management Software System Project of which $1,190,513.53 from the Street Fund and $245,005.82 from the Storm Water Operations Fund. SUMMARY: This ordinance authorizes a professional services contract with HVJ Associates, Inc. of Austin, TX to update the City of Corpus Christi's ("City") pavement condition data by surveying and assessing all streets and roadways in the City's street network, provide a recommended pavement rehabilitation and maintenance program with a five-year schedule of projects, inventory certain transportation and storm water infrastructure assets in the City's rights-of-way, and implement a novel comprehensive pavement/asset management software platform with 2 years of included technical support and staff training. 1 BACKGROUND AND FINDINGS: The Pavement Condition Index (PCI) is a numerical tool used to characterize general street conditions and is the industry's primary indicator for street maintenance, repairs, rehabilitation, and reconstruction and was last reviewed in 2018. This project will provide an updated pavement evaluation that will aide in the development of the 5-year Infrastructure Management Plan (IMP). The entire project is anticipated to last a total of 15 months. Data collected will be used to plan for street maintenance activities and project rosters included in the FY 2027-2030 Infrastructure Management Programs. The scope of work includes several deliverables to be delivered to the City as described below: • A calculated PCI score for every roadway segment in the City's street network. • Inventories of the following right-of-way infrastructure assets: o Streets in-network and their pavement widths o Curb and gutter facilities o Pavement markings and striping o Traffic signs o Sidewalks and sidewalk ramps; ADA compliance indicators will be generated for sidewalk ramps citywide o Improved alleys o Guardrails • Pavement management software and two-year technical support PROCUREMENT DETAIL: In June 2021, the Procurement Division of Finance conducted a competitive Request for Qualifications to (RFQ, No. 3619) to obtain responses from qualified firms that provide Pavement Condition Evaluation Survey and Pavement Management Software System Services. The City received seven responses and evaluated them against the published criteria via a two-round selection process involving staff from Public Works, Information Technology, Engineering Services, and Finance's Contracts and Procurement Division. In July 2021, in-person interviews were conducted for the top five scoring firms from the technical bid proposal review. The City selected HVJ Associates, Inc., the highest scoring firm, and contract negotiations were conducted beginning September 2021 and concluding November 2021. Staff recommends awarding this professional services agreement to HVJ Associates, Inc. ALTERNATIVES: City Council could choose not to authorize the professional services contract with HVJ Associates, Inc., which would force Public Works to use outdated PCI data originally produced by the 2018 pavement condition assessment to guide the planning of the FY 2027-2030 Infrastructure Management Programs. 2 FISCAL IMPACT: The fiscal impact in FY 2022 for Public Works is $1,435,519.35, of $1,190,513.53 will be expensed from the Street Maintenance Fund and the remaining balance of $245,005.82 will be expensed from the Storm Water Fund. Funding Detail: Fund: 1041 Street Fund Organization/Activity: 12403 Street Planning Mission Element: 052 Plan and develop the street system Project # (CIP Only): N/A Account: 530000 Professional Services Amount: $703,463.45 Fund: 4300 Storm Water Fund Organization/Activity: 32000 Administration Mission Element: 043 Drainage infrastructure, surface pipes Project # (CIP Only): N/A Account: 530000 Professional Services Amount: $141,760.37 RECOMMENDATION: Staff recommends award of the contract to HVJ Associates, Inc., in an amount not to exceed $1,435,519.35, of which $845,223.37 is anticipated to be expensed in FY 2022. LIST OF SUPPORTING DOCUMENTS: • Exhibit: City Street Network • Professional Services Agreement • Bid Evaluation Matrix • Certification of Funds • PowerPoint Presentation 3 City Maintained Streets NUECES gqy CORPUS CHRISTI gqy l 1V� ��`• -�, IST2 DIST1 � ! IST4 x DIST3 �QO. v t, o v r Legend DISTS �Q p ooa000 sJ City Maintainetl Streets o �U( City Wide Pavement Evaluation & Assessment RFQ No. 3619 Sr. Buyer:Cynthia Perez Qualification Evaluation Applied LJA HVJ IMS Transmap Research Zarin Kelk Engineering Associates Infrruct Corporation ure Minimum Qualifications(Pass/Fail) Licensing/Certification •Required five years in business •No material lawsuits during last 5 years PASS PASS PASS PASS PASS PASS PASS •No material regulatory issues last 5 years •References Provided for firm Technical Evaluation (50 PTS) 38 18 27 36 40 35 35 Firms'Experience (18 point) 14 7 10 13 14 13 13 Team Experience(18 points) 13 6 15 13 14 12 13 Understanding of Project Scope(14 points) 11 5 12 10 12 10 9 Interview(50 PTS) 41 0 0 47 42 32 37 Firms'Experience(20 points) 16 19 17 13 15 Team Identification(10 points) 8 9 9 6 7 Understanding of Project Scope(20 points) 17 19 16 14 15 Total 77 82 81 66 71 se G� O'1 +-� H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Kevin Norton, Director of Water Utilities Kevin N 6a�cctexa s.co m (361) 826-1874 Josh Chronley, Assistant Director of Finance-Procurement JoshC2�cctexas.com (361) 826-3169 Supply Agreement for Ductile Iron Pipe Accessories CAPTION: Motion authorizing a one-year supply agreement with two one-year option periods, in an amount not to exceed $127,103.00 and a potential amount not to exceed $381,309.00 if option periods are exercised, for ductile iron pipe accessories for the City Warehouse with Hajoca Corporation, dba Moore Supply Co., of Corpus Christi, Texas with FY 2022 funding in the amount of$95,327.28 available in the Stores Fund. SUMMARY: This motion authorizes a one-year supply agreement, with two one-year option periods, for the purchase of ductile iron pipe accessories to be stocked by the City Warehouse to distribute on an as-needed basis primarily for the Utilities' Department operational material needs. BACKGROUND AND FINDINGS: The Utilities Department uses ductile iron pipe accessories for use on new construction and to maintain existing City water lines. Due to the department's frequent need to purchase these items, a long-term supply agreement will allow the City Warehouse to keep a well-stocked inventory readily available when the department needs it. PROCUREMENT DETAIL: The Procurement Division conducted a Request for Bid process to obtain bids to establish a new one-year supply agreement with two additional one-year options. The City received one bid and is recommending the award to Hajoca Corporation, dba Moore Supply Co., of Corpus Christi, Texas. Prices of ductile iron pipe accessories have fluctuated, and the price difference for the new contract overall is a 40% increase from the previous contract at $89,804.69 per year versus the new contract pricing at $126,554.00 per year. The incumbent, Ferguson Enterprises Inc. of Corpus Christi, originally had a two-year supply agreement, which was terminated August 20, 2021. City staff received an email from Ferguson Enterprises on June 8, 2021, stating that they would not be able to perform under the Agreement due to the manufacturer being unable to provide items under the contract due to force majeure. ALTERNATIVES: An alternative to accepting this bid would be for the City Warehouse to continue purchasing these items on an as needed basis, with the possibility of an increased cost per item due to variable market conditions and changes to specific ductile iron pipe accessories bought frequently. FISCAL IMPACT: The fiscal impact for Finance Department in FY 2022 is approximately $95,327.28. The remaining costs of $31,775.72 will be budgeted through the annual budget process. FUNDING DETAIL: Fund: 5010 Stores Organization/Activity: 40000 Warehouse Stores Mission Element: 185 Centralized Purchasing System Project # (CIP Only): N/A Account: 520210 Cost of Goods Sold RECOMMENDATION: Staff recommends approval of this motion authorizing a one-year supply agreement, with two one- year option periods with Hajoca Corporation, dba Moore Supply Co., of Corpus Christi, Texas for the City Warehouse as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement SyQUS cP � City of Corpus Christi Bid Tabulation Contracts and Procurement Department RFB No.3910 Jr.Buyer: Liza Nino-Elizalde Ductile Iron Pipe Accessories 1B�.Sp2 Hajoca Corporation dba Moore Supply Co. Corpus Christi,TX ITEM CITY STOCK# DESCRIPTION UNIT 1 YEAR QTY Unit Price Extended Price 1 3199 HYDRANT ADAPTER6"X13"SWIVEL EA 9 $ 143.50 $ 1,291.50 2 3200 HYDRANT ADAPTER 6"X18"SWIVEL EA 8 $ 158.00 $ 1,264.00 3 3201 HYDRANT ADAPTER 8"X13"SWIVEL EA 4 $ 184.00 $ 736.00 4 3202 HYDRANT BEND 6"SWIV 90 DEGR. EA S $ 222.00 $ 1,110.00 S 3203 HYDRANT BEND 8"SWIV 90 DEGR. EA 2 $ 400.00 $ 800.00 6 3204 HYDRANT TEE 6"MJ RUN X 6"SWIV EA 3 $ 146.00 $ 438.00 7 3205 HYDRANT TEE 8"MJ RUN X 6"SWIV EA S $ 183.00 $ 915.00 8 3206 MJ 20"X 10" REDUCER EA 2 $ 645.00 $ 1,290.00 9 3207 BEND 4"MJ X 90 DEGR. EA 3 $ 54.00 $ 162.00 10 3208 BEND 4"MJ X 4S DEGR. EA 4 $ 45.00 $ 180.00 11 3209 BEND 4"MJ X 111/4 DEGR. EA 2 $ 41.00 $ 82.00 12 3210 BEND 6"MJ X 90 DEGR. EA 6 $ 88.00 $ 528.00 13 3211 BEND 6"MJ X 4S DEGR. EA 6 $ 72.00 $ 432.00 14 3213 BEND 6"MJ X 22 1/2 DEGR. EA 2 $ 65.00 $ 130.00 15 3214 BEND 6"MJ X 111/4 DEGR. EA 2 $ 68.00 $ 136.00 16 3215 BEND 8"MJ X 90 DEGR. EA 3 $ 127.00 $ 381.00 17 3216 BEND 8"MJ X 4S DEGR. EA 6 $ 104.00 $ 624.00 18 3217 BEND 8"MJ X 22 1/2 DEGR EA 2 $ 102.00 $ 204.00 19 3218 BEND 10"MJ 90 DEGR. EA 2 $ 201.00 $ 402.00 20 3219 BEND 10"MJ X 4S DEGR. EA 2 $ 149.00 $ 298.00 21 3220 BEND 10"MJ X 111/4 DEGR. EA 3 $ 149.00 $ 447.00 22 3221 BEND 12"MJ X 90 DEGR. EA 2 $ 270.80 $ 541.60 23 3222 BEND 12"MJ X 4S DEGR. EA 2 $ 224.00 $ 448.00 24 3223 BEND 12"MJ X 22 1/2 DEGR. EA 3 $ 196.00 $ 588.00 2S 3224 BEND 12"MJ X 111/4 DEGR. EA 1 2 1 $ 184.001 $ 368.00 26 3225 BEND 24"MJ X 90 DEGR. EA 1 2 1 $ 1,S84.001 $ 3,168.00 27 3226 BEND 4"MJ X PE 90 DEGR. EA 1 2 1 $ 63.95 $ 127.90 Page 1 of 4 28 3227 BEND 4"MJ X PE 45 DEGR. EA 2 $ 48.00 $ 96.00 29 3228 BEND 4"MJ X PE 22%DEGR. EA 2 $ 49.00 $ 98.00 30 3229 BEND 6"90 MJ X PLAIN END EA 2 $ 106.00 $ 212.00 31 3230 BEND 6"45 MJ X PLAIN END EA 2 $ 80.00 $ 160.00 32 3231 BEND 6"111/4 MJ X PLAIN END EA 2 $ 77.00 $ 154.00 33 3232 BEND 8"45 MJ X PLAIN END EA 2 $ 127.00 $ 254.00 34 3233 BEND 8"22 1/2 MJ X PLAIN END EA 2 $ 127.00 $ 254.00 35 3234 BEND 8"111/4°MJ X PLAIN END EA 2 $ 119.00 $ 238.00 36 3235 BEND 10"MJ X PE X 45 DEGR. EA 2 $ 187.00 $ 374.00 37 3236 BEND MJ X PE 10"22 1/2 DEGR. EA 2 $ 169.00 $ 338.00 38 3237 BEND 12"MJ X PE 22 1/2 DEGR. EA 2 $ 223.00 $ 446.00 39 3238 BEND 12"MJ X PE 111/2 DEGR. EA 2 $ 194.00 $ 388.00 40 3239 OFFSET 4"MJ X 18 EA 4 $ 149.00 $ 596.00 41 3240 OFFSET 6"MJ X 24" EA 2 $ 293.00 $ 586.00 42 3241 OFFSET 8"MJ X 18" EA 2 $ 335.00 $ 670.00 43 3242 OFFSET 8"MJ X 24" EA 2 $ 475.00 $ 950.00 44 3243 OFFSET 10 MJ X 18" EA 2 $ 467.00 $ 934.00 45 3244 OFFSET 12 MJ X 18" EA 2 $ 567.00 $ 1,134.00 46 3245 OFFSET 4"MJ X 18"PE EA 2 $ 180.00 $ 360.00 47 3246 OFFSET 6"MJ X 18"PE EA 2 $ 232.00 $ 464.00 48 3247 OFFSET 6"MJ X 24"PE EA 2 $ 322.00 $ 644.00 49 3248 OFFSET 8"MJ X 18"PE EA 2 $ 340.00 $ 680.00 50 3249 OFFSET 8"MJ X 24"PE EA 2 $ 359.00 $ 718.00 51 3250 OFFSET 12"MJ X 18"PE EA 2 $ 743.00 $ 1,486.00 52 3251 OFFSET 12"MJ X 24"PE EA 2 $ 913.00 $ 1,826.00 53 3252 CAP 4"MJ EA 4 $ 21.00 $ 84.00 54 3253 CAP 4"MJ W/2" EA 2 $ 42.00 $ 84.00 55 3254 CAP MJ 6" EA 5 $ 36.00 $ 180.00 56 3255 CAP 6"MJ CAP W/2" EA 2 $ 58.00 $ 116.00 57 3256 CAP MJ 8" EA 8 $ 59.00 $ 472.00 58 3257 CAP 8"MJ CAP W/2" EA 2 $ 80.00 $ 160.00 59 3258 CAP MJ 10" EA 2 $ 74.00 $ 148.00 60 3259 CAP,12"MJ EA 2 $ 110.00 $ 220.00 61 3260 CAP,12"MJ WITH 2"IPTTAP EA 2 $ 132.00 $ 264.00 62 3261 CAP MJ 16" EA 2 $ 220.00 $ 440.00 63 3262 CAP MJ 20" EA 2 $ 359.00 $ 718.00 64 3263 CAP MJ 24"X 2"IP EA 2 $ 536.00 $ 1,072.00 65 3264 CRO55 6"X 4"MJ EA 1 2 1 $ 165.001 $ 330.00 66 1 3265 ICRO55 4"MJ I EA 1 2 1 $ 150.001 $ 300.00 67 1 3266 ICRO55 6"MJ I EA 1 2 1 $ 184.00 $ 368.00 Page 2 of 4 68 3267 CROSS 8"MJ X 4"MJ EA 2 $ 259.00 $ 518.00 69 3269 CROSS 8"MJ EA 2 $ 200.00 $ 400.00 70 3270 CROSS 12"MJ X 6"MJ EA 2 $ 310.00 $ 620.00 71 3271 CROSS 12"MJ X 10"MJ EA 2 $ 563.00 $ 1,126.00 72 3272 CROSS 12"MJ EA 2 $ 563.00 $ 1,126.00 73 3273 PLUG 4"MJ EA 4 $ 26.00 $ 104.00 74 3274 PLUG 4"MJ W/2"TAP EA 3 $ 47.00 $ 141.00 7S 3275 PLUG 6"MJ EA 4 $ 48.00 $ 192.00 76 3276 PLUG 6"MJ WITH 2"IPT TAP EA 2 $ 68.00 $ 136.00 77 3277 PLUG 8"MJ EA 2 $ 70.00 $ 140.00 78 3278 PLUG 8"MJ WITH 2"IPT TAP EA 2 $ 91.00 $ 182.00 79 3279 PLUG MJ 10" EA 2 $ 121.00 $ 242.00 80 3280 PLUG MJ 12" EA 2 $ 120.00 $ 240.00 81 3281 PLUG 16"MJ EA 2 $ 315.00 $ 630.00 82 3282 PLUG 18"MJ EA 2 $ 404.00 $ 808.00 83 3283 PLUG 20"MJ EA 2 $ 530.00 $ 1,060.00 84 3284 MJ 6"X 4"REDUCER EA 3 $ 52.00 $ 156.00 8S 3285 MJ 8"X 4"REDUCER EA 4 $ 70.00 $ 280.00 86 3286 MJ 8"X 6"REDUCER EA 5 $ 75.00 $ 375.00 87 3287 MJ 10"X 4"REDUCER EA 2 $ 113.00 $ 226.00 88 3288 MJ 10"X 6"REDUCER EA 2 $ 96.00 $ 192.00 89 3289 MJ 10"X 8"REDUCER EA 2 $ 105.00 $ 210.00 90 3290 MJ 12"X 6"REDUCER EA 2 $ 125.00 $ 250.00 91 3291 MJ 12"X 8"REDUCER EA 2 $ 128.00 $ 256.00 92 3292 MJ 12"X 10"REDUCER EA 2 $ 143.00 $ 286.00 93 3293 MJ 16"X 10"REDUCER EA 2 $ 302.00 $ 604.00 94 3294 MJ 16"X 12" REDUCER EA 2 $ 291.00 $ 582.00 95 3295 MJ 6"X 4"PE REDUCER EA 2 $ 80.00 $ 160.00 96 3296 MJ 8"X 6"PE REDUCER EA 2 $ 74.00 $ 148.00 97 3297 MJ 24"X 20"PE REDUCER EA 2 $ 1,817.00 $ 3,634.00 98 3298 MJ 4"X 6"PE REDUCER EA 2 $ 53.00 $ 106.00 99 3299 MJ 6"X 8"PE REDUCER EA 2 $ 80.00 $ 160.00 100 3300 MJ 6"X 12"PE REDUCER EA 2 $ 176.00 $ 352.00 101 3301 REDUCER 6"PLAIN END X 4"PE EA 2 $ 62.00 $ 124.00 102 3302 REDUCER 8"PE X 4"PLAIN END EA 2 $ 92.00 $ 184.00 103 3303 REDUCER 8"PLAIN END X 6"PE EA 2 $ 97.00 $ 194.00 104 3304 REDUCER 10"PE X 6"PE EA 2 $ 128.00 $ 256.00 105 3305 16"PE X 12"PE REDUCER EA 2 $ 293.00 $ 586.00 106 1 3306 ISLEEVE MJ 4" EA 1 12 1 $ 48.00 $ 576.00 107 1 3307 ISLEEVE MJ 6" EA 1 66 1 $ 80.001 $ 5,280.00 Page 3 of 4 108 3308 SLEEVE MJ 8" EA 29 $ 129.00 $ 3,741.00 109 3309 SLEEVE MJ 10" EA 2 $ 154.00 $ 308.00 110 3310 SLEEVE MJ 12X7" EA 2 $ 157.00 $ 314.00 111 3311 SLEEVE MJ 12X12" EA 12 $ 207.00 $ 2,484.00 112 3312 SLEEVE MJ 16X1S" EA 19 $ 395.00 $ 7,SOS.00 113 3313 SLEEVE MJ 18X1S" EA 2 $ 521.00 $ 1,042.00 114 3314 SLEEVE MJ 20X1S" EA 3 $ 629.00 $ 1,887.00 115 3315 SLEEVE MJ 24X9" EA 2 $ 771.00 $ 1,542.00 116 3316 SLEEVE MJ 24X1S" EA 2 $ 827.00 $ 1,654.00 117 3317 SLEEVE MJ 30" EA 3 $ 1,731.00 $ 5,193.00 118 3318 SLEEVE MJ 36" EA 2 $ 2,431.00 $ 4,862.00 119 3319 REDUCER 12"X 10"MJ X PE EA 8 $ 174.00 $ 1,392.00 120 3320 SLEEVE MJ 48X1S" EA 2 $ 3,823.00 $ 7,646.00 121 3321 SLEEVE MJ 48"X 24" EA 2 $ 4,566.00 $ 9,132.00 122 3322 TEE 4"MJ EA 2 $ 71.00 $ 142.00 123 3323 TEE MJ 6"X 4" EA 3 $ 117.00 $ 351.00 124 3324 TEE MJ 6"X 6" EA 2 $ 126.00 $ 252.00 12S 3325 TEE,8"MJ X 4"MJ EA 2 $ 136.00 $ 272.00 126 3326 TEE MJ 8"X 6" EA 2 $ 155.00 $ 310.00 127 3327 TEE MJ 8" EA 2 $ 189.00 $ 378.00 128 3328 TEE MJ 12"X 6" EA 2 $ 2SS.00 $ 510.00 129 3329 TEE 12"X 8"MJ EA 2 $ 294.00 $ 588.00 130 3330 TEE 12"X 10"MJ EA 2 $ 378.00 $ 756.00 131 3331 TEE 12"MJ EA 2 $ 377.00 $ 754.00 132 3332 12"X 6"MJ X SWIVELTEE EA 2 $ 262.00 $ 524.00 133 3626 BEND,10"MJ X 22 1/2DG EA 2 $ 150.00 $ 300.00 134 3627 BEND,6"MJ X PE X 22 1/2DG EA 2 $ 83.00 $ 166.00 13S 3628 BEND,8"MJ X PE X 90DG EA 2 $ 150.00 $ 300.00 136 3629 CROSS,12"MJ X 8"MJ EA 2 $ 3SS.00 $ 710.00 137 3630 20"X 10"MJ REDUCER EA 2 $ 645.00 $ 1,290.00 138 3035 CAP MJ,48"DI EA 2 $ 3,732.00 $ 7,464.00 139 1 3501 JANCHOR TEE MJ 8"X 8" EA 2 $ 275.00 $ SSO.00 140 1 3678 8"BEND MJ X 111/4DG EA 2 $ 92.00 $ 184.00 141 1 3895 JANCHOR COUPLING 12"X 13" EA 4 $ 483.00 $ 1,932.00 142 1 4208 ITEE 16"MJ I EA 1 2 1 $ 859.00 $ 1,718.00 Grand Total $ 127,103.00 Page 4 of 4 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 CUs G� > SUPPLY AGREEMENT NO. 3910 U Ductile Iron Pipe Accessories fhaaaoRp�� 1852 THIS Ductile Iron Pipe Accessories Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Hajoca Corporation, dba Moore Supply Co. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Ductile Iron Pipe Accessories in response to Request for Bid No. 3910 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Contractor's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Ductile Iron Pipe Accessories in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. (A) This Agreement is for one year. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $127,103.00, subject to approved extensions and changes. Payment will be made Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 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. Invoices must 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: Robert Presnell Department: Finance Department Phone: 361-826-1750 Email: RobertPr@cctexas.com 5. Insurance. 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. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to 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 products will remain with the Contractor until such time as the products are delivered and accepted by the City. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Contractor, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the 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. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In providing the Goods, Contractor will not enter into subcontracts or utilize the services of subcontractors. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 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: Robert Presnell Title: Stores Supervisor Address: 5352 Ayers Street, Corpus Christi, Texas 78415 Phone: 361-826-1750 Fax: 361-826-1690 IF TO CONTRACTOR: Hajoca Corporation, dba Moore Supply Co. Attn: Leandro Garcia Title: Sales Address: 3817 Acushnet, Corpus Christi, Texas 78413 Phone: 361-855-5449 Fax: N/A 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 Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 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 may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City 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 may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City 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. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. 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. Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 22. 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. 23. 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). 24. 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. 25. 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. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. 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) Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 CONTRACTOR DocuSigned by: Signature: Ffib �avGia L Printed Name-. Leandro Garcia Title: SALES Date: 11/11/2021 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director, Contracts and Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB No. 3910 Exhibit 2: Contractor's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form May 20, 2021 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 ATTACHMENT A: SCOPE OF WORK General Requirements/Background Information The City uses and stocks ductile iron pipe accessories at the City Warehouse for use by Water Utilities Department to install and maintain water lines for the City. Scope of Work A. The Supplier shall provide ductile iron pipe accessories as outlined on Bid/Pricing Schedule. B. The Supplier shall cross reference the City's stock number listed on the Bid/Pricing schedule. The City agrees not to change the stock numbers assigned to each item for the duration of the contract. Contractor Quality Control and Superintendence All ductile iron pipe accessories will be defect free, properly packed and shipped to ensure a safe delivery. Special Instructions A. Ordering and Delivery 1 . City will place an order on as needed basis. 2. Supplier shall ship the materials within 2 weeks of received order to the City Warehouse, located at 5352 Ayers St. Building 6, Corpus Christi, Texas 78415. 3. All contract prices are F.O.B. destination, inside delivery to the City of Corpus Christi Facility, freight prepaid. 4. Supplier must send Technical data sheet along with the delivery of the material. City will not accept any products that do not conform to the specifications. 5. If any items found defective, unusable, or inoperable to the condition, Supplier shall arrange return shipment or shipping charge will be reimbursed from the invoice. 6. Supplier understands and agrees that the City may, at its discretion, cancel any backorders due to the Supplier's inability to deliver the product within the set time frame. 7. Cancellations shall be in writing and sent to Supplier by email, fax, or mail. 8. No restocking fee or payment of any kind shall be owed for orders cancelled due to Supplier's inability to meet the deadline delivery date. Page 1 of 2 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 B. Defective Goods Supplier shall pay for return shipment on any products that arrive in a defective, unusable or inoperable condition. Supplier must arrange for the return shipment of damaged products. Page 2of2 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 ATTACHMENT B: BID AND PRICING SCHEDULE SC oho CITY OF CORPUS CHRISTI H CONTRACTS AND PROCUREMENT U BID FORM COHPON 4If0 1852, RFB No. 3910 RFB Ductile Iron Pipe Accessories Date: Authorized �'� Page 1 of 8 Bidder: Signature: 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 Contracts and Procurement 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 1-YR Unit Price Total Price QTY 1 City Stock No. 3199 EA 9 HYDRANT ADAPTER 6'XI YSWIVEL 2 City Stock No. 3200 EA 8 HYDRANT ADAPTER 6"X18"SWIVEL IJ��� (3o oD 3 City Stock No. 3201 EA 4 2 HYDRANT ADAPTER 9-X I YSW IVEL 4 City Stock No. 3202 EA 5 HYDRANT BEND 6"SWIV 90 DEGR. 0 j ���• aO 5 City Stock No. 3203 EA 2 t�©o.� �OO,�U HYDRANT BEND 8"SWIV 90 DEGR. 7 6 City Stock No. 3204 EA 3 00 0j HYDRANT TEE 6WJ RUN X 6"SWIV j 7 City Stock No. 3205 EA 5 9l , HYDRANT TEE 8WJ RUN X 6"SWIV 8 City Stock No. 3206 EA 2 L �� MJ 20"X 10" REDUCER 67,-->,,GD l 0 (: Lp '�� DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 Page 2 of 8 Item Description UNIT 1-YR Unit Price Total Price QTY 9 City Stock No. 3207 EA 3 BEND 4" MJ X 90 DEGR. 10 City Stock No. 3208 EA 4 BEND 4" MJ X 45 DEGR. 6I-�o OU V1,00 1 1 City Stock No. 3209 EA 2 BEND 4" MJ X 11 1/4 DEGR. Yli goZ/00 12 City Stock No. 3210 EA 6 BEND 6" MJ X 90 DEGR. s 00 13 City Stock No. 3211 EA 6 rr�� AA BEND 6" MJ X 45 DEGR. �Oti� !!%2a✓ 0 14 City Stock No. 3213 EA 2 BEND 6" MJ X 22 1/2 DEGR. 6s.,00 130,Ott 15 City Stock No. 3214 EA 2 68, w /3 7,oo BEND 6" MJ X 11 1/4 DEGR. it 16 City Stock No. 3215 EA 3 BEND 8" MJ X 90 DEGR. D 17 City Stock No. 3216 EA 6 BEND 8"MJ X 45 DEGR. 18 City Stock No. 3217 EA 2 BEND 8" MJ X 22 1/2 DEGR 0 OD 19 City Stock No. 3218 EA 2 BEND 10" MJ 90 DEGR. a© i 00 �001 ,�z 20 City Stock No. 3219 EA 2 pp pp BEND 10" MJ X 45 DEGR. f y!• co �d�, 00 21 City Stock No. 3220 EA 3 BEND 10" MJ X 11 1/4 DEGR. /�/ OL2 L ADO 22 City Stock No. 3221 EA 2 BEND 12" MJ X 90 DEGR. 0 23 City Stock No. 3222 EA 2 p BEND 12" MJ X 45 DEGR. aZa000 00 24 City Stock No. 3223 EA 3 BEND 12" MJ X 22 1/2 DEGR. ©0 25 City Stock No. 3224 EA 2 Q BEND 12" MJ X 11 1/4 DEGR. l r! U, 26 City Stock No. 3225 EA 2 BEND 24" MJ X 90 DEGR. 27 City Stock No. 3226 EA 2 BEND 4"MJ X PE 90 DEGR. 6 .95Q 28 City Stock No. 3227 EA 2 BEND 4" MJ X PE 45 DEGR. % 00 ,dv 29 City Stock No. 3228 EA 2 l/ Q BEND 4" MJ X PE 22 '/2 DEGR. 79i 60 00 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 Page 3 of 8 Item Description UNIT 1 -YR Unit Price Total Price QTY 30 City Stock No. 3229 EA 2 /Db ja.ce BEND 6" 90 MJ X PLAIN END 31 City Stock No. 3230 EA 2 ©bi BEND 6" 45 MJ X PLAIN END OI�D� �® 32 City Stock No. 3231 EA 2 BEND 6" 11 1/4 MJ X PLAIN END / /sCO 33 City Stock No. 3232 EA 2 � ` BEND 8" 45 MJ X PLAIN END /9,9,00p4J yi O( 34 City Stock No. 3233 EA 2 BEND 8" 22 1/2 MJ X PLAIN END 1 ��00 (� 35 City Stock No. 3234 EA 2 / BEND 8" 11 1/4' MJ X PLAIN END / 19,E 9,3?,w 36 City Stock No. 3235 EA 2 f�,� CC) 3 ��CO 10" MJ X PE X 45 DEGR. 37 City Stock No. 3236 EA 2 Ob 33?, �b BEND MJ X PE 10" 22 1/2 DEGR. f b9, 38 City Stock No. 3237 EA 2 �� � BEND 12" MJ X PE 22 1/2 DEGR. 7 39 City Stock No. 3238 EA 2 BEND 12" MJ X PE 11 1/2 DEGR. �q7, OD 40 City Stock No. 3239 EA 4 OFFSET 4" MJ X 18 % 41 City Stock No. 3240 EA 2 OFFSET 6" MJ X 24" R9.3,©b S?66b 42 City Stock No. 3241 EA 2 r OFFSET 8" MJ X 18" 3.351,00 Ooioo 43 City Stock No. 3242 EA 2 OFFSET 8" MJ X 24" DO q,�Qu ®O 44 City Stock No. 3243 EA 2 U/ OFFSET 10 MJ X 18" ! b-2,D° 7 9 OD 45 City Stock No. 3244 EA 2 OFFSET 12 MJ X 18" .� z l3 a 46 City Stock No. 3245 EA 2 p OFFSET 4" MJ X 18" PE 0 QD 47 City Stock No. 3246 EA 2 OFFSET 6" MJ X 18" PEa. ©b 7 Ub 48 City Stock No. 3247 EA 2 OFFSET 6" MJ X 24" PE 49 City Stock No. 3248 EA 2 OFFSET 8" MJ X 18" PE 1 39'0,,oo 6(?'O«u-6 50 City Stock No. 3249 EA 2 OFFSET 8" MJ X 24" PE $9�� -y p, bb DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 Page 4 of 8 Item Description UNIT 1 -YR Unit Price Total Price QTY 51 City Stock No. 3250 EA 2 g OFFSET 12"MJ X 18" PE (Do Y 6,00 52 City Stock No. 3251 EA 2 OFFSET 12"MJ X 24" PE 9f3<06 I o' 6o 0-0 53 City Stock No. 3252 EA 4 CAP 4" MJ 54 City Stock No. 3253 EA 2 CAP 4" MJ W/2" �oZv 00 55 City Stock No. 3254 EA 5 }p CAP MJ 6" 36,00 1&0, Oo 56 City Stock No. 3255 EA 2 p / CAP 6" MJ CAP W/2" �4 .� 6,00 57 City Stock No. 3256 EA 8 CAP MJ 8" )y v(9a 58 City Stock No. 3257 EA 2 160,00CAP 8" MJ CAP W/2" t�®.� 59 City Stock No. 3258 EA 2 CAP MJ 10" DO 60 City Stock No. 3259 EA 2 CAP, 12" MJ PDX() 61 City Stock No. 3260 EA 2 CAP, 12" MJ WITH 2" IPT TAP 13�� ab7 62 City Stock No. 3261 EA 2 ^ CAP MJ 16" o�o`oi� y��1 00 63 City Stock No. 3262 EA 2 CAP MJ 20 " 39� 7�5,, o 64 City Stock No. 3263 EA 2 CAP MJ 24" X 21P 536,00 65 City Stock No. 3264 EA 2 CROSS 6" X 4" MJ Sv00 320 ag 66 City Stock No. 3265 EA 2 CROSS 4" MJ ISO,0(5 3�0. ob 67 City Stock No. 3266 EA 2 CROSS 6" MJ lk �()O e.?bEJ 68 City Stock No. 3267 EA 2 > CROSS 8" MJ X 4" MJ ;S9,00 p 69 City Stock No. 3269 EA 2 CROSS 8" MJ ),404 0D ��G0U 70 City Stock No. 3270 EA 2 / p� CROSS 12" MJ X 6" MJ 1 310."00 71 City Stock No. 3271 EA 2 CROSS 12" MJ X 10" MJ �66 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 Page 5 of 8 Item Description UNIT 1 -YR Unit Price Total Price QTY 72 City Stock No. 3272 EA 2 r CROSS 12" MJ 73 City Stock No. 3273 EA 4 U PLUG 4" MJ cti�?•�D l�y,00 74 City Stock No. 3274 EA 3 PLUG 4" MJ W/2" TAP O I,0b 75 City Stock No. 3275 EA 4 , PLUG 6" MJ C1F po 191, Ob 76 City Stock No. 3276 EA 2 f PLUG 6" MJ WITH 2" IPT TAP 6?,, o6 /36i 00 77 City Stock No. 3277 EA 2 PLUG 8" MJ 70.00 /y0,00 78 City Stock No. 3278 EA 2 p Fal OD PLUG 8" MJ WITH 2" IPT TAP 91,e6 79 City Stock No. 3279 EA 2 ��� � 0-0PLUG MJ 10" -,06 �cL 80 City Stock No. 3280 EA 2 PLUG MJ 12" IAO ,OO RYO, 00 81 City Stock No. 3281 EA 2 PLUG 16" MJ 3 [S600 6 0100 82 City Stock No. 3282 EA 2 LL� PLUG 18" MJ T� i00 8OOC,Go 83 City Stock No. 3283 EA 2 .5-?0,,(z �� 1/0(2Q,00 0 � PLUG 20" MJ v 84 City Stock No. 3284 EA 3 l MJ 6" X 4" REDUCER 54a 85 City Stock No. 3285 EA 4 MJ 8" X 4" REDUCER 960GO OIEO, 86 City Stock No. 3286 EA 5 MJ 8" X 6" REDUCER 87 City Stock No. 3287 EA 2 �� � � � MJ 10" X 4" REDUCER , 88 City Stock No. 3288 EA 2 MJ 10" X 6" REDUCER 89 City Stock No. 3289 EA 2 MJ 10" X 8" REDUCER 105,00 00 210"' 00 90 City Stock No. 3290 EA 2 MJ 12" X 6" REDUCER , d i00 91 City Stock No. 3291 EA 2 MJ 12" X 8" REDUCER /W"00 61D-0 92 City Stock No. 3292 EA 2 p` MJ 12" X 10" REDUCER DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 Page 6 of 8 Item Description UNIT 1 -YR Unit Price Total Price QTY 93 City Stock No. 3293 EA 2 MJ 16" X 10" REDUCER 3"06) (0�,Olt) 94 City Stock No. 3294 EA 2 p �^ MJ 16" X 12" REDUCER 95 City Stock No. 3295 EA 2 G I/� MJ 6" X 4" PE REDUCER O �� 160, 96 City Stock No. 3296 EA 2 MJ 8" X 6" PE REDUCER 97 City Stock No. 3297 EA 2 MJ 24" X 20" PE REDUCER �( 3 �3 98 City Stock No. 3298 EA 2 MJ 4" X 6' PE REDUCER 53,eou Q(js00 99 City Stock No. 3299 EA 2 �6, MJ 6" X 8" PE REDUCER (go 00 100 City Stock No. 3300 EA 2 MJ 6" X 12" PE REDUCER 6.,G 3 a,00 101 City Stock No. 3301 EA 2 REDUCER 6" PLAIN END X 4" PE �dv w M oo 102 City Stock No. 3302 EA 2 REDUCER 8"PE X 4" PLAIN END ��® ©D `U , 103 City Stock No. 3303 EA 2 REDUCER 8" PLAIN END X 6" PE 104 City Stock No. 3304 EA 2 REDUCER 10" PE X 6" PE � . 105 City Stock No. 3305 EA 2 16"PE X 12" PE REDUCER o 106 City Stock No. 3306 EA 12 C� SLEEVE MJ 4" 7 0 C 0 107 City Stock No. 3307 EA 66 SLEEVE MJ 6" a U&M -5),06.vo 108 City Stock No. 3308 EA 29 SLEEVE MJ 8" 3 109 City Stock No. 3309 EA 2 SLEEVE MJ 10" A�N 300 110 City Stock No. 3310 EA 2 SLEEVE MJ 12X7 " /59"00 3r O 1 1 1 City Stock No. 3311 EA 12 SLEEVE MJ 12X12" 0q-, Q 112 City Stock No. 3312 EA 19 SLEEVE MJ 16X15" 2�7-5,r w l O 113 City Stock No. 3313 EA 2 SLEEVE MJ 18X15" ����00 0 a6 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 Page 7 of 8 Item Description UNIT 1 -YR Unit Price Total Price QTY 114 City Stock No. 3314 EA 3 SLEEVE MJ 20X15" 6��-� I ,opo 115 City Stock No. 3315 EA 2 SLEEVE MJ 24X9" n lT , Q 0 116 City Stock No. 3316 EA 2 SLEEVE MJ 24X15" ��>C 117 City Stock No. 3317 EA 3 SLEEVE MJ 30" 1 /31,Oo A,()o 118 City Stock No. 3318 EA 2 SLEEVE MJ 36" oD 119 City Stock No. 3319 EA 8 If REDUCER 12" X 10" MJ X PE 120 City Stock No. 3320 EA 2 SLEEVE MJ 48X15" 3 G00 121 City Stock No. 3321 EA 2 SLEEVE MJ 48" X 24" 3 "Ou 122 City Stock No. 3322 EA 2 TEE 4" MJ '2000 00 123 City Stock No. 3323 EA 3 TEE MJ 6" X 4" C)d 3S1, o 124 City Stock No. 3324 EA 2 TEE MJ 6" X 6" do 00 125 City Stock No. 3325 EA 2 TEE, 8" MJ X 4" MJ 126 City Stock No. 3326 EA 2 TEE MJ 8" X 6" 00 310,00 127 City Stock No. 3327 EA 2 TEE MJ 8" 00 128 City Stock No. 3328 EA 2 r TEE MJ 12" X 6" 2'55,o0 129 City Stock No. 3329 EA 2 (, TEE 12" X 8" MJ 7 L co 130 City Stock No. 3330 EA 2 TEE 12" X 10" MJ 3 a7 131 City Stock No. 3331 EA 2 n TEE 12" MJ 3 I 132 City Stock No. 3332 EA 2 / 12" X 6" MJ X SWIVEL TEE a 133 City Stock No. 3626 EA 2 BEND, 10" MJ X 22 1/2DG ��a xz 134 City Stock No. 3627 EA 2 BEND, 6" MJ X PE X 22 1/2DG ��i� ���,� DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 Page 8 of 8 Item Description UNIT 1-YR Unit Price Total Price QTY 135 City Stock No. 3628 EA 2 BEND, 8" MJ X PE X 90DG 1.5oxD 3cozo 136 City Stock No. 3629 EA 2 r CROSS, 12" MJ X 8" MJ L37City Stock No. 3630 EA 2 20" X 10" MJ REDUCER 6 yi� �� City Stock No. 3035 EA 2 CAP MJ, 48" DI City Stock No. 3501 EA 2 ANCHOR TEE MJ 8" X 8" a , 140 City Stock No. 3678 EA 2 u 8" BEND MJ X 11 1/4DG a• J� /100 141 City Stock No. 3895 EA 4 ANCHOR COUPLING 12'X 13" 142 City Stock No. 4208 EA 2 TEE 16' MJ i O Grand Total lab .Q l DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) 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 is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability Including: $250,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury C. In the event of accidents of any kind related to this agreement, 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. 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 Page 1 of 3 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 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 a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk 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, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation 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 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 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 remove the exhibit hereunder, and/or withhold any payment(s) if any, 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 agreement. Page 2 of 3 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 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 agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. BOND REQUIREMENTS: No bonds required for this Agreement. 2021 Insurance Requirements Ins. Req. Exhibit 4-D Contracts for General Services -Services Performed Offsite 05/10/2021 Risk Management - Legal Dept. Page 3 of 3 DocuSign Envelope ID:3902F489-5E3E-45C6-A95F-B10384DC3135 ATTACHMENT D: WARRANTY REQUIREMENTS No manufacturer's warranty required for this Agreement. Page 1 of 1 se G� O'1 +-� H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 7, 2021 DATE: December 7, 2021 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology Pete rC ja�cctexas.com (361) 826-3735 Mike Markle, Chief of Police MikeMA6a cctexas.com (361) 886-2601 Josh Chronley, Assistant Director of Finance-Procurement JoshC2�cctexas.com (361) 826-3169 Police Video off-site Backup Storage for Business Continuity CAPTION: Resolution authorizing a five-year service agreement with Area Electronics Systems, Inc., dba DataON Storage, of Anaheim, California, in an amount not to exceed $225,354.00 for the purchase of Azure Stack Hyperconverged Infrastructure (HCI) hardware with support and warranty for off-site backup storage of all Police video data, with funding for FY 2022 in the amount of $225,354.00 from the Information Technology Fund. SUMMARY: This resolution authorizes a service agreement with Area Electronics Systems, Inc., dba DataOn Storage to provide the City's standardized Azure Stack HCI hardware for expanding the city's off- site business continuity backup storage for all Police video data. This contract provides hardware with five years of support and warranty. BACKGROUND AND FINDINGS: The Information Technology Department follows the 3-2-1 rule which is best practice for data backups per the Homeland Security Computer Emergency Readiness Team (US-CERT). This proposed solution is an FY2022 budget initiative and is necessary to expand the city's off- site business continuity backup storage for all video data including in-car dash police body, city surveillance, City Detention Center cameras, and forensic data from the Digital Information Management System. This storage solution will provide expandability for growth. This agreement with Area Electronics Systems, Inc., dba DataOn Storage includes hardware with support and warranty for five years. PROCUREMENT DETAIL: This is a sole source procurement. Area Electronics Systems, Inc., dba DataOn Storage is a proprietary vendor that can provide storage hardware consistent with the City's current hardware. The purchase of the hardware and five-year support are vital for the continued support of the Police Department for public safety response and for the safety of our citizens. ALTERNATIVES: No alternative. This expansion is necessary to ensure Police video data is backed up off-site for business continuity and to provide storage for future growth. FISCAL IMPACT: The fiscal impact for Information Technology in FY 2022 is an amount not to exceed $225,354.00. Funding Detail: Fund: 5210 Information Technology Organization/Activity: 40495 IT Public Safety Services Mission Element: 241 Provide Support Technology Infrastructure Project # (CIP Only): n/a Account: 520100 Computer Equipment and Software Non-Capital RECOMMENDATION: Staff recommends approval of this motion authorizing a five-year service agreement with Area Electronics Systems, Inc., dba DataOn Storage as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Resolution Resolution authorizing a five-year service agreement with Area Electronics Systems, Inc., dba DataON Storage, of Anaheim, California, in an amount not to exceed $225,354.00 for the purchase of Azure Stack Hyperconverged Infrastructure (HCI) hardware with support and warranty for off-site backup storage of all Police video data, with funding for FY 2022 in the amount of $225,354.00 from the Information Technology Fund. WHEREAS, data servers and five years of component replacement support will be purchased from Area Electronics Systems, Inc., doing business as DataOn Storage, of Anaheim, California, to provide for the necessary backing up and storage of all video data from in-car dash, police body, and City surveillance cameras; City Detention Center cameras; and forensic data from the Digital Information Management System; 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 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 City's residents; WHEREAS, there is an additional 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; and WHEREAS, there is also a statutory exception for this procurement in Local Government Code, Section 252.022(a)(7)(D), as this purchase is available from only one source due to captive replacement parts or components for equipment. 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 his designee, is authorized to execute all documents necessary to purchase the HCl hardware, along with five years' component replacement support, from Area Electronics Systems, Inc., dba DataOn Storage, of Anaheim, California, for Police backup video storage in an amount not to exceed $225,354.00. A copy of the service agreement will be on file in the Office of the City Secretary. PASSED AND APPROVED on the day of , 2021 Paulette M. Guajardo Roland Barrera Gil Hernandez Michael Hunter Billy Lerma John Martinez Ben Molina Mike Pusley Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Page 2 of 2 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 �yV SC G° a 0 H SERVICE AGREEMENT NO. 112533 U Police Backup Video Storage yeanaonn!e 1852 THIS Police Backup Video Storage Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Area Electronics Systems, Inc., dba DataOn Storage ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Police Backup Video Storage in response to Request for Bid/Proposal No. Sole Source 112533 ("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 Police Backup Video Storage ("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. (A) The Term of this Agreement is five years beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement 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 prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $225,354.00, subject to approved extensions and changes. Payment will be made Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 for Services performed 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. Invoices must 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: Sam Bhakta IT Department Phone: 361-826-3094 samitb@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 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 Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 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. 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. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 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: Sam Bhakta System Administrator 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-3094 Fax: n/a IF TO CONTRACTOR: Area Electronics Systems, Inc., dba DataOn Storage Attn: Howard Lo VP Sales and Marketing 1247 N. Lakeview Ave., Suite C, Anaheim, CA 92807 Phone: 714-993-0300 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 Fax: 714-386-6125 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 may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City 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 may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City 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. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. 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. 22. 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. 23. 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). 24. 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. 25. 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. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 27. 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. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 CONTRACTOR DocuSigned by: Signature: '.-- E794D4151E3047A... Printed Name: Howard Lo Title: vice President Date: 11/29/2021 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - 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. Sole Source 112533 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 ATTACHMENT A: SCOPE OF WORK PROJECT NAME: Public Safety Colocation Storage PROJECT ADDRESS: City of Corpus Christi IT Department, 1201 Leopard Street, IT Basement, Corpus Christi, TX 78401 DESCRIPTION: This proposed solution is necessary to backup all video data, in-car dash, police body, city surveillance, City Detention Center cameras and forensic data from the Digital Information Management System. Scope of Work: A. The Contractor will provide and deliver to the IT Department Point of Contact, (4) DataON S2D-6208 Ready Node servers w/ 4 DNS-4760 Storage Enclosures. B. The Contractor will provide Hardware installation for the following: Quantity Part Number Description 4 S2D-6208 DataONTM S2D-6208 2U 8 x 2.5" All-NVMe HCI Ready Node 4 DNS-4760 DataONTm DNS-4760 4U 60 x 3.5" 12G SAS JBOD Enclosure 8 CB-8644- 3M 8644-to-8644 Mini-SAS HD Cable 8644-3M 1 WNTY-SYR- 5 Years DataONTm Advanced Replacement WW Warranty & Support C. The Contractor will provide hardware support for listed hardware which includes all power supplies, or any other items that are related to hardware in this support. D. The Contractor will replace any failed parts after a support call is done and it is determined that the part has failed. E. The Contractor will provide NBD (Next Business Day) replacement on hardware. F. The Contractor will provide hardware support via email, WebEx, and phone support with five years support. Support seven days a week, 24 hours. Page 1 of 2 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 IT Point of Contact Sam Bhakta 1201 Leopard St. Corpus Christi, TX 78401 Office 361 -826-3094, samitb@cctexas.com Vendor Point of Contact Howard Lo VP Sales and Marketing Cell +1949-505-2218 Page 2 of 2 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 --d/Pricing Schedule DEVA@2017-21 Rev1.00 YaxU.c lUJl/J-1 030CELEBRATING Quotation Data M. :-F oX' ' i-r.rt- OFEXCELLENCE The City of Corpus Christi(TX) Quote Date: 10/26/2021 Sam Bhakta Valid Thru: 12/31/2021 (361)826-3094 Phone: (714)-993-0300 SamitB@cctexas.com Fax: (714)-386-6125 Salesperson Payment Terms ShippingMethod Ben Milbourne Net 30 Day with Credit Approval FedEx LTL Freight Project/Codename: New 4 Node HCI-6668 Validated Solution for P.D. (Colo) Qty Part# Description Part A-Compute Platform 4 S2D-6208 DataONT"S2D-6208 2U 8 x 2.5"All-NVMe HCI Ready Node Form factor: 2U Rack Server, 17.56"(W)x 30.32"(D)x 3.43"(H) Supports Dual Intel Xeon@ Scalable—Gen 3 Processor Series& 32 DDR4 DIMM PP ( ) Drive Bay: (8)NVMe/SAS/SATA 2.5" Hot-swappable € � ' va" . PCIe 4.0 Slot: (6)x8&(2)x16 ...:..::..:. ..n... Onboard NIC: (2)Built-In 1OGbE R345 via OCP 3.0 Mezzanine :::..... .......,.,R 130OW(1+1) 110V hot-swappable redundant PSU with NEMA 5-15 Power Cords Intel@ Advanced System Management Key yJ y• + 'f, '. 1 MUST IDataON@ MUSTTm-Management Utility Software Tools 8 CPU-XEON 4309Y Intel®Xeon®Scalable Gen.3 Silver 4309Y 2.8 GHz,8-Core, 12MB Cache 16 MMD4-32G-3200 Samsung@ 32GB DDR4 320OMHz ECC-Register RDIMM 8 M.2-DATAON-480 DataONT"480GB SATA III M.2 2280 Boot Drive For OS 16 SSD-IN-P4610-32(U.2) Intel@ DC P461OTm NVMe 3.2TB 2.5"SSD; Read/Write Cache Tier 4 CT-LSI-9500-16E BroadcomILSI@ 9500-16e PCI-e 4.0 x8 16-Port External Tri-Mode HBA 8 NC-MCX516A-CCAT NVIDIAIMellanox@ ConnectX-5 EN Dual Port QSFP28 10OGbE RDMA Card,PCIe3.0 x16 8 CB-MCP1600-CO03 3M NVIDIAIMellanox@ LinkXTM Passive Copper cable,ETH 10OGbE, 10OGb/s,QSFP,28 AWG Note: Microsoft Windows Server Licenses Not Included Part B-SMB3 RDMA/RoCEv2 Network Bundle DataON'm is a Div. of Area Electronics Systems 1247 N Lakeview Ave,Suite C,Anaheim CA 92807 1 Email: dataon_sales@dataonstorage.com I Tel: +1.888.726.8588 Continue On Next Page 1/2 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 DEVA@2017-21 Rev1.00 1VJ1/J-1 .. Description Part C-External Storage Enclosure 4 DNS-4760 DataON'"DNS-4760 4U 60 x 3.5"12G SAS JBOD Enclosure-New! Form factor:4U Rack Mount, 17.61"(W)x 6.89"(H)x 28.03"(D) Drive Bay: (60)SAS 3.5"Hot-swappable by Drop-down Installation Supports Up To(24)SAS SSD Dual Hot-pluggable 12G SAS I/O Controller Module SAS Connector: (6)8644 Mini-SAS HD per IOM Dual(1+1) 160OW Redundant Power Supply-Platinum,200/240V AC,C13-C14 Power Cords 8 CB-8644-8644-3M 3M 8644-to-8644 Mini-SAS HD Cable 144 HD-HI-OF31002 (14T JHGST Ultrastar®DC HC530 14TB 3.5"720ORPM 12G SAS Enterprise Nearline HDD Note:The Selected Enclosure(s)Only Work On 200-240V Part A+B+C: $ 195,960.00 Part D-Warranty&Professional Services 1 WNTY-5YR-WW 5 Years DataONTm Advanced Replacement Warranty&Support $ 29,394.00 $ Part D: $ 29,394.00 Solution Overview: Sales Tax Not Included Total: $ 225,354.00 64 CPU Cores Total 128 GB RAM - Per Node Shipping, Handling and Insurance: $ - (4) Cache Drive - Per Node - 0 SSD- Per Node Sales Tax: (36) HDD - Per Node Resiliency Mirror-Accelerated Parity- S2D - Hybrid Only Grand Total: $ 225,354.00 882.0 TB- Usable Storage Total 0% SSD/HDD Ratio - Gb/s RDMA Network PO#: Special Notice: Authorized Signature Date Warranty and Support Terms: Statement of Conditions: 24/7 Service and hardware Support 1.The information in this document is believed to be accurate.However,DataON assumes no responsibility for inaccuracies,errors,or omissions,and shall not be Standard business hours: 7am—6pm PST,Monday-Friday liable for direct,indirect,special,incidental,or consequential damages resulting from any such error or omission.DataON is not responsible for pricing or other Web Form:submit an e-support request form at dataonstorage.com/support errors,and reserves the right to cancel orders arising from such errors. For phone support,call: +1 800-680-9305 2.DataON may make changes to this proposal including changes or updates to the products and services described,including pricing,without notice or obligation. For e-mail support,contact: DataON_support@dataonstorage.com 3.All information supplied for the purpose of this proposal is to be considered CONFIDENTIAL information belonging to DataON. Email To Sales Rep:benm@dataonstorage.com VeeAM intelData '0` "�Jr seLeCT �`2Q19/�MUST pm � SOLUTIONS ..,nninitar mV1LJ1A iYilr � ase 1eW DataON'" 1247 N Lakeview Ave,Suite C,Anaheim CA 92807 1 Email: dataon_sales@dataonstorage.com I Tel: +1.888.726.8588 2/2 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 Attachment C: Insurance and Bond Requirements A. 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 any subcontractor has been obtained. 2. Contractor must furnish to the City's Risk Manager and Contract Administer 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 COMMERCIAL GENERAL LIABILITY $1 ,000,000 Per Occurrence including: $1 ,000,000 Aggregate 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury WORKERS'S COMPENSATION Statutory and complies with Part II (All States Endorsement if Company is of this Exhibit. not domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 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. B. 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 Page 1 of 3 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 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, 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 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. 5. Within 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. Page 2 of 3 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 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. 2021 Insurance Requirements Ins. Req. Exhibit 7-D IT Contracts - Hardware Installation 05/10/2021 Risk Management - Legal Dept. No bond is required for this service agreement. Page 3 of 3 DocuSign Envelope ID:37448C47-D7F1-48C6-9D59-72864C617D48 Attachment D: Warranty Requirements There is no warranty requirements for this service agreement. Page 1 of 1 se w � 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology Pete rC(a).cctexas.co m (361) 826-3735 Al Raymond, Director of Development Services Alraymond a().cctexas.com (361) 826-3575 Josh Chronley, Assistant Director of Finance-Procurement Josh C2 a().cctexas.com (361) 826-3169 Purchase of Computer Hardware Development Services CAPTION: Motion authorizing the purchase of laptop computers, monitors, and accessories from Dell Marketing, LP, of Round Rock, TX, in an amount not to exceed $124,927.00, for compatibility with digital plan review software applications utilized by the Development Services Department, through the DIR Cooperative, with FY 2022 funding available through the Development Services Fund. SUMMARY: The Development Services Department will be implementing a new digital plan review application, which will be fully integrated with Infor. This new digital plan review application requires high-performance computers and high-resolution monitors. BACKGROUND AND FINDINGS: Currently, Development Services customers email or bring in their plans on a CD or hard copy. The new digital plan review application will allow applicants to upload their plans and allows reviewers to view the plans electronically. Development Services Department will purchase 41 high-performance laptop computers, 82 high-resolution monitors and accessories with 3 years of support to ensure functionality with the new digital plan review application. PROCUREMENT DETAIL: This procurement is being facilitated through the DIR Cooperative. Contracts awarded through the DIR Cooperative have been competitively procured in compliance with Texas Local and State procurement requirements. The savings on the DIR Cooperative for this purchase is $86,140.59 (MSRP is listed at $211,067.59). In view of these savings, this is the best method of purchase for the City. ALTERNATIVES: No alternative. This purchase is necessary to ensure functionality with the new digital plan review application. FISCAL IMPACT: The fiscal impact for Development Services in FY2022 is an amount not to exceed $124,927.00 FUNDING DETAIL: Fund: 4670 Development Services Organization/Activity: 12201 Inspections Operations Mission Element: 281 Oversight of Building Construction Project # (CIP Only): Account: 520110 Minor Office Equipment RECOMMENDATION: Staff recommends approval of this motion to purchase laptop computers, monitors and accessories to meet the hardware requirements of the new digital plan review system. LIST OF SUPPORTING DOCUMENTS: Price Sheet se G� O'1 +-� H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of December 7, 2021 DATE: December 7, 2021 TO: Peter Zanoni, City Manager FROM: Bill Mahaffey, Director of Gas Operations Bill M(a).cctexas.com (361) 826-6927 Josh Chronley, Assistant Director of Finance-Procurement JoshC2�cctexas.com (361) 826-3169 KorTerra Inc. Service Agreement for Gas Operations CAPTION: Resolution authorizing a 36-month service agreement, with an additional 36-month renewal option, with KorTerra Inc. of Chanhassen, Minnesota for an estimated amount of $89,394.00, with a total estimated amount not to exceed $178,788.00 if the option period is exercised, for the purchase of software access to the KorWeb 811 line locate work order management and database services for Gas Operations, effective upon issuance of notice to proceed, with FY 2022 funding in the amount not to exceed $22,348.50 available in the Gas Fund. SUMMARY: This resolution authorizes a three-year agreement with KorTerra, Inc, in the amount of $89,394 for access to the web-based KorWeb work order management software. This purchase provides software for regulatory compliance in receiving and managing excavation work order notifications. BACKGROUND AND FINDINGS: KorTerra provides damage prevention software to help mitigate risk and ensure safety. The system allows for the processing of 811 line locate work orders, tracking and reporting asset damages meeting regulatory compliance. The Gas Department has been using the KorWeb work order management system since 2010. The web-based software is used to receive and manage an annual average of 33,000 excavation notices. The line locating service is carried out by the Gas Department and done in support of the gas, water, wastewater, and stormwater infrastructure. Therefore, the cost of the software is borne by the Gas Department but the Utilities Department and Stormwater Division compensate the Gas Department when KorWeb software is used in support of their respective projects. PROCUREMENT DETAIL: This is a sole source procurement. KorTerra is the sole owner and creator of the KorWeb 811 work order management systems and database services and holds exclusive rights to the software. There are no other distributors or resellers of KorWeb. Additionally, the purchase is exempt from bidding requirements as it is necessary to preserve or protect the public health or safety of the City's residents. ALTERNATIVES: An alternative is to receive notifications directly from the one-call notification center and track all excavation notifications manually which would be inefficient and require additional staff resources. FISCAL IMPACT: The fiscal impact for Gas Operations is an amount of $22,348.50 for FY 2022, with the remaining cost to be budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 4130 Gas Fund Organization/Activity: 34000 Gas Administration Mission Element: 022 Gas Distribution System Project # (CIP Only): N/A Account: 530000 Professional Services RECOMMENDATION: Staff recommends approval of this resolution authorizing a three-year service agreement with KorTerra as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement Resolution Resolution authorizing a 36-month service agreement, with an additional 36-month renewal option, with KorTerra Inc. of Chanhassen, Minnesota for an estimated amount of $89,394.00, with a total estimated amount not to exceed $178,788.00 if the option period is exercised, for the purchase of software access to the KorWeb 811 line locate work order management and database services for Gas Operations, effective upon issuance of notice to proceed, with FY 2022 funding in the amount not to exceed $22,348.50 available in the Gas Fund. WHEREAS, KorTerra Inc., will provide software access and database services to the KorWeb system for Gas Operations, which are critical in sustaining the Department's operational reliability for service; 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 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 or safety of the City's residents; and 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. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or designee, is authorized to execute all documents necessary to secure a purchase from KorTerra Inc. of Chanhassen, Minnesota for an estimated amount of$89,394.00, with a total estimated amount not to exceed $178,788.00 if the option period is exercised. Page 1 of 2 PASSED AND APPROVED on the day of 2021: Paulette M. Guajardo Roland Barrera Gil Hernandez Michael Hunter Billy Lerma John Martinez Ben Molina Mike Pusley Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Page 2 of 2 CITY OF CORPUS CHRISTI Price Sheet Contracts and Procurement KorTerra Agreement Senior Buyer: Cynthia Perez KorTerra Agreement Chanhassen,Minnesota ITEM DESCRIPTION QTY. UNIT Unit Extended Price Price Service agreement-annual software access to the KorWeb 811 ticket management and 3 Years database services. $29,798.00 $89,394.00 TOTAL: I I 1 $89,394.00 DocuSign Envelope ID:82E87463-FF85-41A9-8E42-148A58C5CC3E KoRTERRA"' KORWEB SERVICES AGREEMENT The KorWeb Services Agreement ("Agreement") is effective as of the date of acceptance of this Agreement, ("Effective Date") and is made by and between you ("Subscriber", "you" and "your"), and KorTerra, Inc. ("KorTerra" "we", "us" or "our"). In addition to any other method of acceptance of this Agreement, by accessing and utilizing KorWeb or the Services,you, are deemed to have accepted the terms and conditions contained in the Agreement. Definitions. "KorWeb" is our web-based ticket management software that allows you to receive and manage Tickets from a One Call Center or manually created by you. "KorWeb App" means the downloadable KorWeb application offered by us to you to assist with general productivity, information retrieval and content delivery. "One Call Center" means a designated notification center that individuals and entities contact prior to commencing an excavation in or on the ground which is intended to provide registered parties having underground infrastructure of pipes, mains and lines for producing, storing, conveying, transmitting or distributing communications, electricity, power, light, heat, gas, oil, petroleum products, water, steam, sewage, and other commodities and services with advanced notification of such excavation. "Platform" shall mean the application, network servers, hardware, and data operations utilized by us in hosting the Services together with all of our proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, documentation, and other tangible or intangible technical material or information) made available to you by us in providing the Services. "Services" shall mean the certain ancillary online or offline products and services provided by us for your access and use of KorWeb which is operated, maintained and hosted by us and made accessible via the internet, by a designated website or IP address. DocuSign Envelope ID:82E87463-FF85-41A9-8E42-148A58C5CC3E "Services Fee" means the charges by us to you for your access to KorWeb. This may also include any ancillary fees associated with the provision of the Services. "Ticket" shall mean (i) any transmission to KorWeb from a One Call Center in relation to you or your customer; or (ii) a manually created ticket generated by you in KorWeb. "Ticket Volume" shall mean the aggregate number of generated Tickets for a specific time frame. Ticket Volume may be used as a basis of any fees charged to you. Use of Services. We grant you and your employees non-assignable, non-transferable access and use of the Services according to the terms and conditions of the Agreement. You are responsible for and must provide all required computer hardware, software and other services necessary to access KorWeb together with all implementation and set-up process to access KorWeb.We reserve all rights not expressly granted by us,whether by implication,estoppel or otherwise in KorWeb, the Services, the Platform and all software related thereto. At all times KorWeb,the Services and Platform, including without limitation,the text, images,graphics, method of display and presentation, visual interfaces, user interfaces, photographs, copyrights, patents,trademarks,trade secrets, logos,sounds, music, artwork, computer code, and associated material and functionality contained therein (collectively "Intellectual Property"),shall remain the property of KorTerra. Scope of Services. During the term of the Agreement, we shall provide the Services as may be more thoroughly described in a Billing Addendum document which may be attached, or a Billing Authorization document, together with standard maintenance and support of the Services. We may make commercially reasonable updates to the Services from time to time including corrections of substantial defects in the Services, periodic maintenance releases, and technical support regarding the use of the Services or response to errors in the Services. Technical support not involving the Services, custom programming, on-site installation and/or maintenance, training, and hardware issues are not included in the Services and if requested,will be billed at our then current rate. Access and Subscriber Data. The Services may require you to obtain a user identification and password for access and use, and certain specific services may require additional codes. You shall use reasonable endeavors, including reasonable security measures relating to access, to ensure that no unauthorized person, including any employee or contractor for any parent, subsidiaries, affiliated entities or third parties, gains access to the Services, KorWeb or the Platform without our prior written consent.You are solely responsible for maintaining the confidentiality of the user identification, passwords and codes ("User Information") assigned to you for any activity that occurs under your account as a result of your failing to keep User Information secure and confidential. You shall promptly inform 2 DocuSign Envelope ID:82E87463-FF85-41A9-8E42-148A58C5CC3E us in writing of any need to deactivate or replace any User Information due to security concerns. We are not liable for any harm related to theft of your User Information, your disclosure of your User Information, or your authorization to allow another person or entity to access and use the Services using your User Information. You agree to notify us immediately as soon as you become aware of any unauthorized use of your User Information. You may not use anyone else's User Information at any time without the express permission and consent of the holder of that User Information and us. You agree to identify your support staff who,to the maximum extent practicable,will be the primary source of communications from you to us.All information provided byyou, including,anytechnology, intellectual property, data, information,or material provided or submitted by you in the course of your use of the Services, including, any first or last name, home or other physical address, email address, instant messaging identifier, telephone number, other information that allows physical or online contacting of an individual, gender, age, racial,ethnic, or other identity, photograph or image, passwords, employment information, employment history, employee identification number, biometric identification data, or other individually identifiable information that may be accessible to us as a result of your use of the Services shall be referred to as "Subscriber Data". All right, title, and interest in and to the Subscriber Data and results from processing Subscriber Data are and shall remain your property and no right, title,or interest in and to the Subscriber Data or the results from processing the Subscriber Data shall vest in us. We are responsible for maintaining the confidentiality of any Subscriber Data accessed or stored by us as a result of your use of the Services, and we may access, process, transmit and/or storepersonal data only to the extent necessary for enabling us to perform our obligations to you under the Agreement.We shall notify you of any unauthorized use of Subscriber Data, breach of security, or loss or theft of Subscriber Data promptly upon discovery of such unauthorized use, breach, loss, or theft and shall take all commercially reasonable action for the protection of personal data and to mitigate such breach, loss,theft or unauthorized use. Code of Conduct.The access and use provided to you in the Agreement to the Services does not give you the right to: (i) use the Services for any unlawful purpose or in any manner not permitted by the Services Agreement; (ii) use the Services in any mannerwhich could damage,disable,overburden or impair the Services,KorWeb or the Platform or interfere with any other party's use and enjoyment of the Services; (iii) modify or change the Services, KorWeb or the Platform; (iv) reverse engineer, decompile,decrypt, hack,emulate,exploit,disassemble or make any attempt to discover the source codes relevant to the Services, KorWeb or the Platform; (v) circumvent or bypass any technological protection measures in or relating to the Services, KorWeb or the Platform; or(vi) publish, copy, rent, lease, sell, export, import, distribute, or lend or make the Services available to any third party not previously approved by us; (vii)to access, monitor or copy any content or information of the Services, KorWeb or the Platform using any"robot", "spider", "deep link", "scraper"or other automated means, methodology, algorithm or device or 3 DocuSign Envelope ID:82E87463-FF85-41A9-8E42-148A58C5CC3E any manual process for any purpose;or(v)to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services, unless we expressly authorize you to do so. You, your employees or agents shall perform no penetration or vulnerability testing ("Penetration Tests") of the Services, KorWeb or the Platform. Penetration Tests include any effort to identify design,and/or functionality, issues in the infrastructure of our systems,or of the networks connected to our systems which probefor weaknesses in the network perimeters or other infrastructure elements as well as weaknesses in process or technical countermeasures relating to our systems that could be exploited by a malicious party. You and your employees shall cause no harm to KorWeb, the Services or to any hardware, servers, operating software, or network components used in connection with furnishing the Services, and you shall introduce no malicious codes. Malicious code includes,without limitation, any virus, malware or undocumented or hidden functionality or performance capability contained within electronic files, Subscriber Data or software. You and your employees shall utilize no software designed or modified to be run, without authorization from us, on our computers or network-capable devices,that performs either: (i)the unauthorized extraction of data or information from a computer or network-capable device, or modification of system user data; (ii) the modification of the Services or user data to facilitate the avoidance of fees incurred on a computer or network- capable device by parties other than parties authorized by us. You agree to secure and protect the Services in a manner consistent with the maintenance of our rights and cause no harm to us or third party equipment, software, or processes used in connection with furnishing the Services and any entities from whom we obtain network or web services. In addition to constituting a default under the Services Agreement, any breach of the terms and conditions of the Services Agreement may also result in civil and/or criminal penalties pursuant to applicable local,state and federal law. Upon detection of any error in the Services by you, we may request you to provide us a listing of all output and any other data, including databases, and backup systems, some of which may be proprietary or contain confidential information, in order for us to reproduce operating conditions similar to those present when the error occurred. We agree not to disclose any such proprietary or confidential information to any person other than our employees, agents and subcontractors who need to know of such information. In no event, shall we disclose any such information to any third party without your prior written consent. KorTerra Intellectual Property. You acknowledge that KorWeb and the Services constitute commercially valuable, proprietary products, the design and development of which reflect the effort of skilled development experts and the investment of considerable time and money. You further acknowledge that we shall retain all right, title and interest in the Intellectual Property(including application development, business and technical methodologies, and implementation and business processes, used by us to develop or provide KorWeb or the Services), and any and all 4 DocuSign Envelope ID:82E87463-FF85-41A9-8E42-148A58C5CC3E updates, enhancements, customizations, revisions, modifications,future releases and any other changes relating to the foregoing. Except for limited access and use rights granted pursuant to the Agreement, you do not acquire any interest in KorWeb or the Services. You agree that any suggestions, enhancements requests, feedback, recommendations or other information provided by you, or any of your employees relating to KorWeb or the Services may be used by us without restriction or obligation to you. Service Availability. Subject to the payment of all fees, the Services shall be accessible to you except for (i) scheduled maintenance and required repairs; and (ii) any interruption due to causes beyond our control or which are not reasonably foreseeable by us, including, but not limited to, interruption or failure of telecommunication or digital transmission links and internet slow-downs or failures and Force Majeure. Backup Procedures and Short Notice Tickets. We strive to keep the Services up and running, however, all online services suffer occasionally from disruptions and outages, and we are not liable for any disruption or loss you may suffer as a result. Because of the very real possibility of online service disruption, as a condition of obtaining the Services, you agree to establish and maintain manual business operating procedures to be used if the Services becomes unavailable ("Backup Procedures"). These Backup Procedures must permit you to operate your business without access to the Services for as long as necessary until such Services are restored. Because of the nature of the Services being provided to you, there may be events which require you to receive a short notice ticket from a One Call Center that requires immediate attention, i.e. an emergency ticket ("Short Notice"). As a condition of this Agreement, in addition to receiving Tickets from us through KorWeb, you are required to arrange with every One Call Center from which you receive Tickets, a method for receiving Short Notice items directly from the One Call Center to your office. This Short Notice notification method could be a telephone call, email, text, fax or other transmission directly from the One Call Center to a designated location, or individual, at your office. Term and Termination. The term of the Agreement shall be for an initial period of thirty-six (36) months from the date of the acceptance of the Agreement. After the initial term, this Agreement shall automatically renew for additional thirty-six (36) month periods, unless either party notifies the other of their intent to terminate this Agreement with advance written notice at least sixty (60) days prior to the commencement of the immediately subsequent renewal period. For any subsequent renewal period, we reserve the right to increase the Services Fee by at least a percentage increase equivalent to the Consumer Price Index for All Urban Consumers for All Items as published by U.S. Department of Labor, Bureau of Labor Statistics ("CPI"). Early Termination. We may terminate the Agreement and any obligations and grants: (1) immediately for any Code of Conduct or access violation or failure to pay for the Services; or (2) upon thirty (30) days written notice in the 5 DocuSign Envelope ID:82E87463-FF85-41A9-8E42-148A58C5CC3E event you: (i) terminate or suspend your business; (ii) become subject to any bankruptcy or insolvency proceeding under federal or state statutes; (iii) become insolvent or becomes subject to direct control by a trustee, receiver or similar authority; or (iv) have wound up or liquidated our business voluntarily or otherwise. You shall have the right to terminate this Agreement and the obligations and grants hereunder with Cause: (1) Upon ninety (90) days written notice to us in the event that we violate any major provision of this Agreement and we are unable to remedy the violation, however, we are allowed thirty (30) days to remedy any major violation and if we remedy the major violation, you cannot terminate this Agreement; and (2) in the event we (i) terminate or suspend our business without providing for the continued support and maintenance of the Service; (ii) become subject to any bankruptcy or insolvency proceeding under federal or state statutes; (iii) becomeinsolvent or become subject to direct control by a trustee, receiver or similar authority; or(iv) have wound up or liquidated your business voluntarily or otherwise, or(3)you do not receive annual budget approval and appropriation from your City Council. In the event of termination by reason of your failure to comply with any part of this Agreement, or upon any act which shall give rise to our right to terminate this Agreement,or if you terminate this Agreement without Cause prior to the completion of the Term,then without limitation to any other remedy we may have, you shall pay to us upon termination, all charges accrued as of the cancellation date, including any applicable taxes, usage charges,etc. In addition, you shall immediately, and without further demand or notice, pay us an "Early Termination Fee". The "Early Termination Fee" shall be determined by multiplying, the number of months remaining in the Term of this Agreement, or any renewals thereof, by the larger of the previous year's invoice or the minimum amounts listed in the Billing Addendum document which may be attached, or a Billing Authorization document. Termination Effect. Termination of the Agreement shall not relieve you of your obligations under the Agreement. Notwithstanding anything to the contrary, in the event that the Agreement is terminated in accordance with the terms and conditions of the Agreement,you agree that this paragraph and the following paragraphs Use of Services, Code of Conduct, KorTerra Intellectual Property,Term and Termination, Early Termination, Billing, Indemnification, Warranties, Mapping Limitations, Liability Limitation, Employee Non-Solicitation, Jurisdiction, Assignment, Successors, and Severability shall remain in full forceand effect and survive termination of this Agreement. Billing.You are responsible for the payment of any Services Fee. We reserve the right to charge a reconnect fee for any discontinued Services access that is subsequently reconnected. In addition to the Services Fees, you shall pay all sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by the Agreement excluding income taxes.All invoices are due and payable net 30 days from the invoice date. Payments not received by the due date will accrue interest in accordance with the Texas Prompt Payment Act. 6 DocuSign Envelope ID:82E87463-FF85-41A9-8E42-148A58C5CC3E Indemnification. We will indemnify, defend, and hold you harmless from and against any and all claims incurred by you resulting(i)in any breach of our representations or warranties in the Agreement,and(ii)from any third-party claim,suit, action, or proceeding that KorWeb or the Services, infringes or misappropriates such third party's Intel lectualproperty rights, provided that you promptly notify us in writing of the claim, reasonably cooperate with us at our sole cost and expense, and allows us sole authority to control the defense and settlement of such claim. Notwithstanding the foregoing, we may substitute or replace any alleged infringing third party's intellectual property rights at any time without incurring any further liability to you. You shall provide prompt written notice to us of any such occurrence, claim or lawsuit and shall thereby tender the defense of any such occurrence, claim or lawsuit to us. You shall cooperate with us, our agents and assigns, regarding any investigations, settlements, or defense of any occurrence,claim or lawsuit made pursuant to this defense. You may participate in and observe the proceedings at your own cost and expense with counsel of your own choice. We shall, control and direct to resolution such tendered occurrence, claim or lawsuit, and any settlement shall be at our sole discretion, except that we shall not settle any action in a manner that adversely affects the rights or assets, or restrains or interferes with your business or operations without your prior written consent (such consent not to be unreasonably withheld). We shall not be liable for any attorney fees or costs incurred by you after you tender the defense to us. Warranties. We warrant that the Services, and any updates or modifications thereto shall operate substantially in accordance with the documentation provided by us and shall be free from substantial defects in material and workmanship. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; KORTERRA MAKES NO OTHER WARRANTIES OF ANY KIND WHETHER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE QUALITY, UTILITY OR PERFORMANCE OF THE SERVICES, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED. KORTERRA FURTHER MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTHAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KORTERRA SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. "As Is"Third Party Software. We have no control over third party software, information or data and all third-party software, information or data is provided to you on an "as-is" basis, with no warranties of any kind except as set 7 DocuSign Envelope ID:82E87463-FF85-41A9-8E42-148A58C5CC3E forth above. Mapping Limitations. All maps are provided for REFERENCE AND INFORMATIONAL PURPOSES ONLY. All map features contained therein are APPROXIMATIONS, and are not necessarily accurate to surveying or engineering standards. We make no representation,warranty or guarantee as to the content contained on any map(which may have been derived from third party sources), regarding accuracy, timeliness, or completeness of any of the data provided therein,and assume no legal responsibility for the information contained on any map.Any use of any map with respect to accuracy and precision shall be your sole responsibility and you should not act, or abstain from acting, based upon mapping information obtained from the Services . Liability Limitation. In no event shall we be liable for any damages whatsoever, including, but not limited to special, exemplary, punitive, indirect, incidental or consequential damages, expenses, charges or claims, including but not limited to loss of profits, loss of business or business opportunity, loss of use, and etc., arising out of the use or inability to use the Services, or for any claim by any entity not a party to the Agreement. We shall have no liability with respect to any third-party software and we do not guarantee the accuracy of any of the information contained therein, including, but not limited to, database information, geographic information systems information, geo- spatial information and document images. We shall further have no liability for any damages incurred, whether directly, indirectly, incidental, punitive or consequential, as a result of any errors, omissions or discrepancies in any information provided through third party software, including, but not limited to mapping software. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly,some of the limitations set forth above may not apply to you. If you have a basis for recovering damages, our liability for actual proven damages, expenses, charges or claims for any cause whatsoever, including but not limited to liability arising out of contract, tort, including, but not limited to negligence and strict liability, or for breach of warranty or otherwise, shall be the lesser of (i) the actually proven damages, expenses, charges or claims; or (ii) the amounts paid to us by you for the three (3) month period immediately preceding such liability or breach. Successors and Assignment. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their assigns, legal representatives, heirs or successors provided that you shall not assign any right or obligation hereunder in whole or in part, without our prior written consent, and any attempt to do so shall be void. We may assign our obligations under the Agreement, in whole or in part, in our sole discretion. Amendment, Modification or Waiver. No amendment, modification or waiver of any condition, provision or term of the Agreement shall be valid or of any effect unless made in writing, and accepted by a duly authorized 8 DocuSign Envelope ID:82E87463-FF85-41A9-8E42-148A58C5CC3E representative, except we reserve the right, in our sole discretion to change or modify the terms of the Agreement as we deem appropriate. However, notwithstanding the foregoing, using the Services following the posting of the changes means you accept and agree to these changes. If you do not agree to the new terms,you must stop using the Services and close your account. If we have agreed to any written agreements with you after the execution of the Agreement which contains terms and conditions that conflict with the Agreement,then the language contained in the latter written agreements shall take precedence over the Agreement. Any waiver by any party of any default of the other party shall not affect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies and rights of the parties hereto. Force Majeure. Neither party shall be required to perform any term, condition or covenant of the Agreement as such performance is delayed or prevented by labor difficulties, governmental orders, civil commotions, pandemic, acts of God, or other conditions or circumstances beyond either parties' reasonable control. We shall not be liable for interruptions caused by failure of equipment or services not provided by us, failure of communications, power outages, or other interruptions not within our complete control, and we shall not be liable for performance deficiencies caused or created by your equipment. We shall not be liable if changes in operation, procedures, or services require modification or alteration of your equipment, render the same obsolete or otherwise affect its performance. The foregoing shall not excuse either party from the payment of any monies due pursuant to the Agreement. Severability. Each provision of the Agreement is intended to be severable. In the event that any provision hereof is illegal or invalid for any reason whatsoever,such illegality or invalidity shall not affect the validity of the remainder of the Agreement. Counterparts. In addition to accepting the terms and conditions of this Agreement by accessing and utilizing KorWeb, this Agreement may be accepted by the execution of one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. This Agreement can be executed with an electronic signature, and electronic signatures are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. 9 DocuSign Envelope ID:82E87463-FF85-41A9-8E42-148A58C5CC3E AGREED TO: Subscriber: KorTerra: Company: Company: KorTerra, Inc. DocuSigned by: Signed: Signed: 47-AMh7A'&'E�'4' ... Name: Name: Mitchell Stendal Title: Title: President Address: Address: KorTerra Inc. 18946 Lake Drive East Chanhassen, MN 55317 Date: Date: October 27,2021 10 DocuSign Envelope ID:82E87463-FF85-41A9-8E42-148A58C5CC3E BILLING ADDENDUM SERVICES AND FEES KorWeb Advanced Service Fees: Estimated Annual Ticket Volume: 31,700 Tickets $0.94 Per Ticket Per Year Total Annual Total Cost: $29,798 Per Year Annual Minimum: $26,500 Per Year KorWeb Advanced Services Includes the following: • KorWeb Facility Mapping • KorWeb Field App • KorWeb Positive Response to the Excavator-Email • KorWeb Attachments-250GB • KorWeb Map Based Routing • KorWeb Region District Security • One Call Center ticket receiver interface • Automated Ticket Routing • Auto Identify No Locate Required Tickets • Greater Reliability and Data Integrity • Emergency Notifications • Database searching • Support for Unlimited Number of Locators and Users • Customized Display Fields • Browser Based Mobile • Setup and Configuration • Robust Tier-1 Data Center Services • Technical Support, Upgrades and Maintenance • Minimum 1-year's worth of data storage online 11 DocuSign Envelope ID:82E87463-FF85-41A9-8E42-148A58C5CC3E Billing for the Services will begin on the Effective Date of the Agreement. The Services will be invoiced in advance of the year term. Ticket Volume is based on an estimate of usage from the previous year. If the actual ticket count is less than the previous year a credit is applied to the invoice not to fall below the minimum. If the actual ticket count is greater than the previous year, then this overage total is multiplied by the per ticket rate and applied to the invoice cost. 12 se G� O'1 +-� H V oRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Charles Mendoza, Director of Asset Management CharlesM2(a).cctexas.com (361) 826-1941 Josh Chronley, Assistant Director of Finance-Procurement JoshC2�cctexas.com (361) 826-3169 Combined 122 Vehicles and Machinery Procurement CAPTION: Resolution authorizing the acquisition of 122 vehicles and machinery by various departments in the amount of $12,138,349.14, with such items to be acquired in the manner, at the amounts, and from the sources stated with FY 2022 funding in the amount of $9,869,954.73. SUMMARY: Resolution authorizes the acquisition of a total of 122 vehicles and machinery by various departments. All 122 units are purchased through BuyBoard, GoodBuy, HGAC or Sourcewell cooperatives with 117 units will be outright purchases and five units will be lease purchases. BACKGROUND AND FINDINGS: The Solid Waste Services Department is authorized to acquire by lease-purchase, via JPMorgan, four side loader waste vehicles from Rush Truck Centers of Texas, LP, doing business as ("dba") Rush Truck of Corpus Christi, Texas ("Rush"), for a total amount not to exceed $1,564,286.01, with funding for fiscal year 2021-2022 ("FY2022") provided from the General Fund. Additionally, the Solid Waste Department is authorized to acquire by purchase a Peterbilt 220 truck with stake bed from Rush in the amount of $108,603.27, with funding for FY 2022 provided from the Fleet Equipment Replacement Fund. The vehicles identified in this section will be acquired through the BuyBoard purchasing cooperative ("BuyBoard"). The Utilities Department is authorized to acquire by purchase: (i) one valve machine from E. H. Wachs of Lincolnshire, Illinois, for$90,646.67; (ii) two boring machines from Vermeer Texas-Louisiana of Corpus Christi, Texas, for a total of $719,343.00; (iii) one HT-7 volumetric mixer truck from Lonestar Freightliner of Waco, Texas, for $279,875.00; and (iv) one HT-4 crash attenuator truck from Houston Freightliner of Houston, Texas, for $127,000.00, with funding for FY 2022 provided from the American Rescue Plan Act Grant Fund. Items(i)and (iii)identified in this section are to be acquired through BuyBoard; item (ii) is to be acquired through the Sourcewell purchasing cooperative ("Sourcewell"); and item (iv) is to be acquired through the Houston- Galveston Area Council purchasing cooperative. The Police and Aviation Departments are authorized to acquire by purchase 37 Chevrolet Tahoe Package sport utility vehicles (SUVs), with 36 SUVs for Police and one for Aviation, from Lake Country Chevrolet, of Jasper, Texas, for a total amount not to exceed $1,331,007.00, with funding for FY 2022 provided from the Crime Control District Fund and Fleet Equipment Replacement Fund for Police and Aviation, respectively. The SUVs identified in this section will be acquired through the GoodBuy purchasing cooperative ("GoodBuy"). The Public Works Department, for use by the Streets Division, is authorized to acquire by purchase three pieces of Caterpillar Package machinery from Holt Cat, of Corpus Christi, for $1,222,249.15, with funding for FY 2022 provided from the Fleet Equipment Replacement Fund. One piece of machinery identified in this section is to be acquired through Sourcewell; the remaining two pieces of machinery are to be acquired through BuyBoard. Various departments, as identified in Exhibit 2, are authorized to acquire by purchase a total of 69 Ford Super Duty Package trucks from Silsbee Ford, of Silsbee, Texas, for a total amount not to exceed $3,922,350.48, with funding for FY 2022 provided as follows: General Fund for one truck, the American Rescue Plan Act Grant Fund for five trucks, and the remaining 63 trucks from the Fleet Equipment Replacement Fund; and which departments are as specifically identified in the agenda memo (including all of its supporting pages) that accompanies this resolution, with such memo's content being incorporated by reference in this section as if fully set out here in its entirety. The trucks identified in this section will be acquired through GoodBuy. The Fire Department is authorized to acquire by lease-purchase, via JPMorgan, one Velocity Pumper truck for $944,151.56 and to acquire by purchase one Elliptical Water Tanker truck and one Hazardous Materials Response truck for $1,828,837.00, all from Siddons Martin Group, LLC, of Denton, Texas, with funding for FY 2022 provided from the General Fund and acquired through BuyBoard. PROCUREMENT DETAIL: This procurement is through the BuyBoard purchasing cooperative ("BuyBoard"), GoodBuy purchasing cooperative ("GoodBuy") and Sourcewell purchasing cooperative. Contracts awarded through the above-mentioned cooperatives have been competitively procured in compliance with Texas Local and State procurement requirements. The 2022 fiscal year brings new supply chain difficulties not seen in recent history. Procurement staff has modified its business practices and taken a pro-active approach to our vehicle procurement process and used all resources available to ensure vehicles can be sourced and delivered in a timely manner using economically favorable methods. The FY 2022 budget includes 373 new and replacement vehicles. This is an increase of 182 procurements from the 191 included in the FY 2021 budget. The approval of this item represents 33% of the total procurement needs for FY 2022. ALTERNATIVES: The alternative would be to continue using current units that are beyond their expected service lives. This would increase the cost of repairs and loss of productive man-hours due to more frequent maintenance issues. FISCAL IMPACT: The FY 2022 fiscal impact of these purchases totals $9,869,954.73 funded from various department funds. The remaining balance of$2,268,394.41 for the lease purchase items will be funding during the annual budget process. FUNDING DETAIL: Various RECOMMENDATION: Staff recommends approval of this item as presented. LIST OF SUPPORTING DOCUMENTS: Exhibit 1 Spreadsheet Resolution Resolution authorizing the acquisition of 122 vehicles and machinery by various departments in the amount of $12,138,349.14, with such items to be acquired in the manner, at the amounts, and from the sources stated with FY 2022 funding in the amount of $9,869,954.73. WHEREAS, various City departments need to acquire both new and replacement fleet vehicles and machinery via either direct purchase or a lease-purchase, with several direct purchases to be acquired with grant funding; and WHEREAS, such acquisitions are to be sourced through the purchasing cooperatives specified, at the amounts stated, and from the fund accounts identified in this resolution. 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 these procurements. Section 2. The Solid Waste Services Department is authorized to acquire by lease-purchase, via JPMorgan, four side loader waste vehicles from Rush Truck Centers of Texas, LP, doing business as ("dba") Rush Truck of Corpus Christi ("Rush"), for a total amount not to exceed $1,564,286.01, with funding for fiscal year 2021-2022 ("FY 2022") provided from the General Fund. Additionally, the Solid Waste Department is authorized to acquire by purchase a Peterbilt 220 truck with stake bed from Rush in the amount of $108,603.27, with funding for FY 2022 provided from the Fleet Equipment Replacement Fund. The vehicles identified in this section are to be acquired through the BuyBoard purchasing cooperative ("BuyBoard"). Section 3. The Utilities Department is authorized to acquire by purchase: (i) one valve machine from E. H. Wachs of Lincolnshire, Illinois, for $90,646.67; (ii) two boring machines from Vermeer Texas-Louisiana of Corpus Christi, Texas, for a total of $719,343.00; (iii) one HT-7 volumetric mixer truck from Lonestar Freightliner of Waco, Texas, for $279,875.00; and (iv) one HT-4 crash attenuator truck from Houston Freightliner of Houston, Texas, for $127,000.00, with funding for FY 2022 provided from the American Rescue Plan Act Grant Fund. Items (i) and (iii) identified in this section are to be acquired through BuyBoard; item (ii) is to be acquired through the Sourcewell purchasing cooperative ("Sourcewell"); and item (iv) is to be acquired through the Houston-Galveston Area Council purchasing cooperative. Section 4. The Police and Aviation Departments are authorized to acquire by purchase 37 Chevrolet Tahoe Package sport utility vehicles (SUVs), with 36 SUVs for Police and one SUV for Aviation, from Lake Country Chevrolet, of Jasper, Texas, for a total amount not to exceed $1,331,007.00, with funding for FY 2022 provided from the Crime Control District Fund and the Fleet Equipment Replacement Fund for Police and Aviation, respectively. The SUVs identified in this section are to be acquired through the GoodBuy purchasing cooperative ("GoodBuy"). Section 5. The Public Works Department, for use by the Streets Division, is authorized to acquire by purchase three pieces of Caterpillar Package machinery from Holt Cat, of Corpus Christi, for $1,222,249.15, with funding for FY 2022 provided from the Fleet Equipment Replacement Fund. One piece of machinery identified in this section is to be acquired through Sourcewell; the remaining two pieces of machinery are to be acquired through BuyBoard. Section 6. Various departments, as identified in Exhibit 2, are authorized to acquire by purchase a total of 69 Ford Super Duty Package trucks from Silsbee Ford, of Silsbee, Texas,for a total amount not to exceed $3,922,350.48, with funding for FY 2022 provided as follows: General Fund for one truck, the American Rescue Plan Act Grant Fund for five trucks, and the remaining 63 trucks from the Fleet Equipment Replacement Fund. The trucks identified in this section are to be acquired through GoodBuy. Section 7. The Fire Department is authorized to acquire by lease-purchase, via JPMorgan, one Velocity Pumper truck for $944,151.56 and to acquire by purchase one Elliptical Water Tanker truck and one Hazardous Materials Response truck for $1,828,837.00, all from Siddons Martin Group, LLC, of Denton, Texas, with funding for FY 2022 provided from the General Fund and acquired through BuyBoard. Section 8. The City Manager, or his designee, is authorized to execute all documents necessary to acquire the vehicles and machinery enumerated in this resolution in a total amount not to exceed $12,138,349.14 and in the manner, from the fund accounts, and through the purchasing cooperatives identified in the previous sections of this resolution. PASSED AND APPROVED on the day of , 2021 Paulette M. Guajardo Roland Barrera Gil Hernandez Michael Hunter Billy Lerma John Martinez Ben Molina Mike Pusley Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette M. Guajardo City Secretary Mayor 2of2 Exhibit 1 Vehicles and Equipment List for December 14th Council Agenda Type of Procurement Co-op Description Department Qty Vendor Cost Funding Reason Rush TruckCenters of Texas,L.P.,dba Rush Truck of General Fund 3Additioons/1 Lease Purchase Bu Board Side Loaders Solid Waste 4 Corpus Christi,Texas $1,564,286.01 Replacement Purchase Buy Board Valve Machine Utilities 1 E.H.Wachs of Lincolnshire,Illinois $90,646.67 American Resue Plan Act Gant Additions Purchase Sourcewell Baring Machine Utilities 2 Vermeer Texas-Louisiana of Carpus Christi,Texas $719,343.00 American Resue Plan Act Gant Additions Purchase Buy Board HT]Volumetric mi—truck Utilities 1 Lonestar Freightliner of Waco,Texas $2]9,8]5.00 American Resue Plan Act Gant Additions Purchase HGAC HT-4 Crash Attenuatortmck Utilities 1 Houston Freightliner of Houston,Texas $127,000.00 American Resue Plan Act Gant Additions Tahoe Package(36 vehicles for CCPD and 1 vehicle for Control and Fleet 2Addition/35 Purchase GOodBuy CCIA) CCPD and CCIA 37 Lake Country Chevrolet,of Jasper,Texas $1,331,007.00 Eq ui Conn,pment Replacement Funds Replacements Rush TruckCenters of Texas,L.P.,dba Rush Truck of Fleet Equipment Replacement Purchase Buy Board PETERBILT 220 W/STAKE BED Solid Waste 1 Corpus Christi,Texas $108,603.27 Fund Replacements Fleet Equipment Replacement Buy Board and Fund Purchase Sour—oll Caterpillar Package Public Works/Streets 3 Halt Cat of Corpus Christi,Texas $1,222,249.15 Additions Various Funds 19 Additions/20 Purchase GoodBuy Suircr Duty Order Black Pack.,, Various 69 Silsbee Ford of Silsbee,Texas $3,922,350.48 Replacement Lease Purchase Velocity Pumper truck 1 Buy Board Eliptical Water Tanker truck a nd H azardaus Materials CCFD Siddans Martin Emergenry Group LLC of General Fund Replacements Purchase Response truck 2 Denton,Texas $2,]]2,988.56 122 $12,138,349.14 Exhibit 2 Dept Replacements Additions Item Quantity UOM Unit Cost Extended Cost Management-Fleet F450 7.3 GAS SVC BDY TIRE TRUCK 1 EA $ 61,561.00 $ 61,561.00 Asset Management-Fleet Total 1 0 $ 61,561.00 Fire F350 EXT CAB DRW PICKUP GAS 1 EA $ 34,452.00 $ 34,452.00 Fire F350 EXT CAB DRW PICKUP GAS 1 EA $ 34,452.00 $ 34,452.00 Fire F250 REG CAB PICKUP 4X4 GAS 1 EA $ 34,647.99 $ 34,647.99 Fire F250 REG CAB PICKUP 4X4 GAS 1 EA $ 34,649.99 $ 34,649.99 Fire F250 CREW CAB PICKUP 4X4 GAS 1 EA $ 35,052.25 $ 35,052.25 Fire F250 CREW CAB PICKUP 4X4 GAS 1 EA $ 35,052.25 $ 35,052.25 Fire F350 CREW CAB DRW SVC BDY DIESEL 1 EA $ 83,831.75 $ 83,831.75 Fire Total 7 0 $ 292,138.23 Gas F250 EXTENDED CAB SRVC BDY CNG 3 EA $ 57,698.75 $ 173,096.25 Gas F350 PICKUP CREW CAB DIESEL 1 EA $ 45,943.25 $ 45,943.25 Gas F450 CREW CAB CANOPY BDY DIESEL 1 EA $ 66,534.75 $ 66,534.75 Gas F450 CREW CAB CANOPY BDY DIESEL 1 EA $ 66,534.75 $ 66,534.75 Gas F450 CREW CAB CANOPY BDY DIESEL 1 EA $ 66,534.75 $ 66,534.75 Gas F250 EXTENDED CAB SRVC BDY CNG 6 EA $ 57,698.75 $ 346,192.50 Gas Total 3 10 $ 764,836.25 Parks&Rec F250 CREW CAB 4X4 GAS 1 EA $ 37,079.25 $ 37,079.25 Parks&Rec F250 CREW CAB 4X4 GAS 1 EA $ 37,079.25 $ 37,079.25 Parks&Rec F250 CREW CAB 4X4 GAS 1 EA $ 37,079.25 $ 37,079.25 Parks&Rec F250 EXT CAB SVC BDY GAS 1 EA $ 41,520.50 $ 41,520.50 Parks&Rec F250 EXT CAB SVC BDY GAS 6 EA $ 41,696.00 $ 250,176.00 Parks&Rec Total 10 0 $ 402,934.25 Public Works-Storm Water F550 CREW CAB SVC BDY DIESEL 1 EA $ 93,195.00 $ 93,195.00 Public Works-Storm Water Total 1 0 $ 93,195.00 Public Works-Streets F250 CREW CAB PICKUP GAS 1 EA $ 35,853.75 $ 35,853.75 Public Works-Streets F450 CREW CAB STAKE BDY DIESEL 1 EA $ 68,893.75 $ 68,893.75 Public Works-Streets F450 CREW CAB STAKE BDY DIESEL 1 EA $ 68,893.75 $ 68,893.75 Public Works-Streets F450 CREW CAB STAKE BDY DIESEL 1 EA $ 68,893.75 $ 68,893.75 Public Works-Streets F450 CREW CAB STAKE BDY DIESEL 1 EA $ 68,893.75 $ 68,893.75 Public Works-Streets Total 5 0 $ 311,428.75 Solid Waste F250 CREW CAB PICKUP 4X4 DIESEL 1 EA $ 45,622.50 $ 45,622.50 Solid Waste F250 EXT CAB PICKUP 4X4 DIESEL 1 EA $ 46,085.25 $ 46,085.25 Solid Waste F250 EXT CAB SVC BDY DIESEL 1 EA $ 52,249.25 $ 52,249.25 Solid Waste F250 CREW CAB SVC BDY DIESEL 1 EA $ 53,546.25 $ 53,546.25 Solid Waste F250 CREW CAB SVC BDY DIESEL 1 EA $ 53,546.25 $ 53,546.25 Solid Waste F350 CREW CAB SVC BDY DIESEL 1 EA $ 59,258.75 $ 59,258.75 Solid Waste F250 CREW CAB SVC BDY DIESEL 1 EA $ 74,394.25 $ 74,394.25 Solid Waste F250 CREW CAB DIESEL 1 EA $ 45,467.25 $ 45,467.25 Solid Waste Total 7 1 $ 430,169.75 Utilities-Waste Water F250 CREW CAB SVC BDY 7.3 GAS 1 EA $ 46,888.75 $ 46,888.75 Utilities-Waste Water F450 CREW CAB SVC BDY DIESEL 1 EA $ 65,690.25 $ 65,690.25 Utilities-Waste Water F250 EXT CAB PICKUP GAS 2 EA $ 30,494.75 $ 60,989.50 Utilities-Waste Water F350 CREW CAB PICKUP DIESEL 1 EA $ 45,943.25 $ 45,943.25 Utilities-Waste Water F550 CCAB SVC BDY W/CRANE DIESEL 1 EA $ 126,083.00 $ 126,083.00 Utilities-Waste Water Total 4 2 $ 345,594.75 Utilities-Water F250 CREW CAB XLT 4X4 7.3 GAS 1 EA $ 46,196.00 $ 46,196.00 Utilities-Water F250 REG CAB 4X4 PICKUP DIESEL 1 EA $ 47,437.25 $ 47,437.25 Utilities-Water F250 CREW CAB SVC BDY DIESEL 1 EA $ 55,706.25 $ 55,706.25 Utilities-Water F250 CREW CAB SVC BDY DIESEL 1 EA $ 70,686.75 $ 70,686.75 Utilities-Water F250 CREW CAB SVC BDY DIESEL 1 EA $ 70,686.75 $ 70,686.75 Utilities-Water F250 CREW CAB SVC BDY DIESEL 1 EA $ 70,686.75 $ 70,686.75 Utilities-Water F250 CREW CAB SVC BDY DIESEL 1 EA $ 70,686.75 $ 70,686.75 Utilities-Water F250 CREW CAB SVC BDY DIESEL 1 EA $ 70,686.75 $ 70,686.75 Utilities-Water F250 CREW CAB SVC BDY DIESEL 1 EA $ 70,686.75 $ 70,686.75 Utilities-Water F250 CREW CAB SVC BDY DIESEL 1 EA $ 70,686.75 $ 70,686.75 Utilities-Water F450 CREW CAB SVC BDY DIESEL 1 EA $ 82,409.00 $ 82,409.00 Utilities-Water F450 CREW CAB SVC BDY DIESEL 1 EA $ 116,922.00 $ 116,922.00 Utilities-Water F250 EXT CAB SVC BDY 4X4 7.3 GAS 1 EA $ 48,637.75 $ 48,637.75 Utilities-Water F250 EXT CAB SVC BDY 4X4 7.3 GAS 1 EA $ 48,970.25 $ 48,970.25 Utilities-Water F550 EXT CAB STAKE BDY DIESEL 1 EA $ 56,232.75 $ 56,232.75 Utilities-Water F550 CREW CAB 3YD DUMP DIESEL 1 EA $ 65,905.50 $ 65,905.50 Utilities-Water F550 CREW CAB 3YD DUMP DIESEL 1 EA $ 65,905.50 $ 65,905.50 Utilities-Water F550 CREW CAB SVC BDY DIESEL 1 EA $ 91,063.00 $ 91,063.00 Utilities-Water COOP FEE 1 EA $ 300.00 $ 300.00 Utilities-Water Total 12 6 $ 1,220,492.50 Total 50 19 $ 3,922,350.48 Prepared by Procurement 12/10/2021 SC Go 0 � U NflflPORPY ED AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services a effreye(o)cctexas.com (361) 826-3851 Gabriel Ramirez, Interim Director of Water Utilities gabrielr(o)cctexas.com (361) 826-1202 Heather Hurlbert, Director of Finance & Procurement Heath erh 3(o-)-cctexas.corn (361) 826-3227 Professional Services Contract Amendment Mary Rhodes Pipeline Phase 1 System Improvements CAPTION: Motion authorizing Amendment No. 1 to a professional services contract with HDR, Inc., Corpus Christi, TX, to provide design, bid, and construction phase services for improvements to the booster pump stations located at Bloomington, Texas and Woodsboro, Texas associated with the Mary Rhodes Pipeline raw water delivery system in an amount of$831,000.00 for a total contract value not to exceed $878,560.00, with FY 2022 funding available from the Water Capital Fund. SUMMARY: This motion authorizes approval of Amendment No. 1 to a professional services contract for design, bid, and construction phase services for improvements to the booster pump stations located at Bloomington, Texas and Woodsboro, Texas associated with the Mary Rhodes Pipeline (MRP) raw water delivery system. BACKGROUND AND FINDINGS: In the 1990s the City of Corpus Christi was experiencing water shortages. Former Mayor Mary Rhodes led an initiative to secure water rights from the Colorado River to provide for an additional water source to residents, businesses, and industries. MRP consists of Phases 1 and 2. Phase 1 was constructed in 1998 and includes a 101-mile-long pipeline with three pump stations that transfer water from Lake Texana to the O.N. Stevens Water Treatment Plant. Phase 2 was constructed in 2016 and includes a 41-mile-long pipeline that has two pump stations and a sedimentation basin. MRP Phase 2 starts at the Colorado River near Bay City and connects to MRP Phase 1 at Lake Texana. There are three pump stations along the MRP Phase 1 portion. The Intake Pump Station at Lake Texana, Booster Station No.1 near Bloomington, and Booster Station No. 2 near Woodsboro.The Lavaca-Navidad River Authority (LNRA) owns, operates, and maintains the Intake Pump Station at Lake Texana, which provides water to MRP Phase 1 and to the Point Comfort area. The two booster pump stations are owned, operated, and maintained by the City of Corpus Christi. HDR performed a condition assessment in July 2018 and submitted the report to the City in March 2019. The condition assessment identified the items listed below for further evaluation and recommended improvements to the equipment to improve the condition and capacity of the system. This amendment provides the design, bid, and construction-phase services for the identified items. Bloomington Booster Pump Station Improvements: • Add one additional pump with a new variable frequency drive (VFD). • Replace the existing VFD with a new VFD, including a spare Power Cell for the new VFD configuration, and circuit boards. • Add backup generator power sufficient to operate up to four (4) pumps, controls, and HVAC and electrical loads for a period of 72 hours. • Evaluate alternatives for upgrading the pump control valve actuators and replace the valve actuators with the final alternative selected by the City. • Evaluate the capacity of the existing HVAC system to cool the electrical room with the revised heat loads from the new equipment and modify or replace as necessary. • Repair the differential settlement that has occurred adjacent to the ground storage tank. • Replace the existing flow meter with a magnetic flow meter and relocate the meter vault with sufficient straight pipe runs to meet the meter manufacturer's requirements. • Install dewatering sump pumps in vaults and route discharge piping to a location that does not result in local ponding. Woodsboro Booster Pump Station Improvements: • Add one additional pump with a new VFD. • Replace the existing VFD with a new VFD, including a spare Power Cell if needed for the new VFD configuration, and circuit boards. • Add backup generator power sufficient to operate up to four (4) pumps, controls, and HVAC electrical loads at the pump station for a period of 72 hours • Evaluate alternatives for upgrading the pump control valve actuators and replace the valve actuators with the final alternative selected by the City. • Evaluate the capacity of the existing HVAC system to cool the electrical room with the revised heat loads from the new equipment and modify or replace as necessary. • Replace the existing flow meter with a magnetic flow meter and relocate the meter vault to a location where it will be more accurate. For an accurate installation location that provides sufficient straight pipe runs to meet the meter manufacturer's requirements, the meter vault siting may require acquisition of additional easement by the City outside of the current pump station site. • Install dewatering sump pumps in vaults and route discharge piping to a location that does not result in local ponding. PROJECT TIMELINE: 2022 2022-20232023-2024 January - September O N D J February - February Design Bid Construction Projected Schedule reflects City Council award in December 2021 with design completion in September 2022. Construction is anticipated to begin in February 2023 with a one-year duration. COMPETITIVE SOLICITATION PROCESS: This project was initially planned to be implemented in FY 2015-2016 and was procured in 2015 but was delayed due to other high priority projects. HDR Engineering, Inc. was selected in February 2015 under RFQ 2014-08 to perform evaluation of the Mary Rhodes Pipeline, Phase 1 Segment 1 Unit Installation, which was one of three that were announced under the Water CIP Projects category of the RFQ. Six firms submitted under the Water CIP Projects category, and HDR Engineering, Inc. was one of six qualified firms selected in the Water CIP Projects category. The selection committee with representatives from the Utilities Department and Engineering Services ranked HDR Engineering, Inc. based on five factors: 1) experience of the firm, 2) experience of the key personnel with specific experience in water and wastewater development, 3) project approach and management plan, 4) capacity to meet the project requirements and timelines, and 5) past performance. HDR Engineering, Inc. has 30 years of experience as a Civil Engineering firm. HDR Engineering, Inc. has successfully designed several specialized projects. Some of the recent projects that HDR has designed are Alameda Street, Packery Channel Dredging & Beach Nourishment, Packery Channel Harvey Repairs, Packery Channel Structural Damage Restoration, and Comprehensive Feasibility Study for Seawall. ALTERNATIVES: Any alternative to awarding this contract to HDR, Inc., will delay the construction of the project and compromise the operation and reliability of the pump stations delivering raw water to the O.N. Stevens Water Treatment Plant that serves the City of Corpus Christi. The proposed improvements are needed to maintain pump stations at Bloomington and Woodsboro associated with the MRP raw water delivery system. FINANCIAL IMPACT: The fiscal impact for FY 2022 is an amount of$831,000.00 with funding available from the Water Capital Fund. FUNDING DETAIL: The CIP shows that the project was planned for FY 2021. The project is ready to be implemented, and the expenditures shown in the CIP need to be revised to reflect the design of this project. The total expenditures to date on this project are approximately $104,917. Fund: Water 2015 MRP2 (Fund 4095) Mission Elem: Water Distribution (041) Project: Mary Rhodes Pipeline Phase 1 System Improvements (E13037) Account: Design/Outside Consultants (550950) Activity: E13037-01-4095-EXP Amount $ 831,000.00 RECOMMENDATION: Staff recommends award of the professional services contract to HDR, Inc., in the amount of $831,000 with design completion by September 2022. Construction is planned to start in February 2023 with the anticipated project completion in February 2024. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Maps Professional Services Agreement CIP Page ., w " N SCALE: N.T.S. . a w BLOOMINGTON �' '. PORT LAVACA d MATAGORDA BAY WOODSBORO All e� 4 � FULTON _*-- GULF OF MEXICO PORTLAND CORPUS CHRISTI LOCATION MAP NOT TO SCALE PROJECT NUMBER: E13037 MARY RHODES PIPELINE CITY COUNCIL EXHIBIT RISTI,TEXAS VONI PH. 1 SYSTEM IMPROVEMENTS CITYENTOF OFENGINRPUS ENGINEERING DEPARTMENT OF ENGINEERING SERVICES Capital Improvement Plan 2022 /h,'t, 2024 City of Corpus Christi, Texas Project# E13037 Project Name Mary Rhodes Pipeline Ph.l System Improvements Type Unassigned Department Water Supply ti ry• ryry M nom.. Useful Life 40 years Contact Director of Water Utilities c�� �i'4'-•'tin �, x Category Water Supply Priority 2 Critical-Asset Conditionrx �ro. w srwwo Lf, i+:-aw���. Status Active Description GHR Improvements to Mary Rhodes pipeline system are required to ensure continued reliable water from the existing Phase 1 pipeline. This project addresses replacement and upgrade of various outdated system components,including,but not limited to electrical,instrumentation,mechanical, structural,and HVAC at Woodsboro and Bloomington Pump Stations. This will assure an uninterrupted,reliable on-demand operation of pipeline system. Justification Consistency with the Comprehensive Plan:Policy Statements pp.48: 1,3&6;pp.55-57;Water Master Plan This project will improve pipeline efficiencies,reliability,and reduce costs. Expenditures Prior Years 2022 2023 2024 Total Construction/Rehab 600,000 500,000 1,600,000 2,700,000 Testing 200,000 200,000 Inspection 10,000 100,000 110,000 Design 86,484 50,000 136,484 Contingency 200,000 200,000 Eng,Admin Reimbursements 8;433 50,000 100,000 200,000 358,433 Total 104,917 800,000 1,000,000 1,800,000 3,704,917 Funding Sources Prior Years 2022 2023 2024 Total Revenue Bonds 104,917 800,000 1,000,000 1,800,000 3,704,917 Total 104,917 800,000 1,000,000 1,800,000 3,704,917 Budget Impact/Other There is no projected operational impact with this project at this time. A reassessment will be done upon completion of project to determine on- going or maintenance costs. 286 DocuSign Envelope ID:46F8131 FA-5129-4787-97E6-08F7AD899B07 Service Agreement No. 1809 CITY OF CORPUS CHRISTI AMENDMENT NO. 1 to the CONTRACT FOR PROFESSIONAL SERVICES xsaa The City of Corpus Christi, Texas, hereinafter called "CITY," and HDR ENGINEERING, INC. hereinafter called "CONSULTANT," agree to the following amendment to the Contract for Professional Services for Mary Rhodes Pipeline Phase 1 System Improvements, (Project E13037), as authorized and amended by: Original Contract July 10, 2018 Administrative Approval 1 $47,560.00 IN THE ORIGINAL CONTRACT, EXHIBIT A, SCOPE OF SERVICES, shall be modified as shown in the attached Exhibit A. IN THE ORIGINAL CONTRACT, COMPENSATION shall be modified as shown in the attached Exhibit A for an additional fee not to exceed $831,000.00 for a total revised fee not to exceed $878,560.00. All other terms and conditions of the July 10, 2018 contract between the "CITY' and "CONSULTANT" and of any amendments to that contract which are not specifically addressed herein shall remain in full force and effect. CITY OF CORPUS CHRISTI HDR ENGINEERING, INC. Ct ocuSigned on n 11/22/2021 Jeff Edmonds, P.E. Date Tony Dark, P.E. Date Director of Engineering Services Office Principal 555 N. Carancahua, Suite 1600 Corpus Christi, Texas 78401-0849 (361) 696-3357 tony.dark@hdrinc.com APPROVED AS TO FORM Docu"Sign/e'd1lby: 11/23/2021 Legal Department Date Authorized By Council ATTEST City Secretary Date DocuSign Envelope ID:46F8131 FA-5129-4787-97E6-08F7AD899B07 Mary Rhodes Pipeline Phase 1 System Improvements (Project No. E13037) Design, Bidding and Construction Administration - Scope of Work Background and Scope Description HDR performed a condition assessment of the existing Mary Rhodes raw water delivery system booster pump stations and made recommendations for upgrading those facilities. Some of the recommended capacity and condition related improvements from the condition assessment study are the basis for the scope of this project. The following descriptions represent the design and construction elements at each pump station. Bloomington Booster Pump Station Improvements Design of the proposed improvements at this pump station will include the following evaluations and construction scope elements: • Add one additional pump with a new variable frequency drive (VFD). • Replace the existing VFD with a new VFD, including a spare PowerCell for the new VFD configuration, and circuit boards. • Add backup generator power sufficient to operate up to four(4) pumps, controls and HVAC and electrical loads for a period of 72 hours. • Evaluate up to 2 alternatives for upgrading the pump control valve actuators and replace the valve actuators with the final alternative selected by the City. • Evaluate the capacity of the existing HVAC system to cool the electrical room with the revised heat loads from the new equipment and modify or replace as necessary. • Repair the differential settlement that has occurred adjacent to the ground storage tank. • Replace the existing flow meter with a magnetic flow meter and to a relocate meter vault with sufficient straight pipe runs to meet the meter manufacturer's requirements. • Install dewatering sump pumps in vaults and route discharge piping to a location that does not result in local ponding. Woodsboro Booster Pump Station Improvements Design of the proposed improvements at this pump station will include the following evaluations and construction scope elements: • Add one additional pump with a new VFD. • Replace the existing VFD with a new VFD, including a spare PowerCell if needed for the new VFD configuration, and circuit boards. • Add backup generator power sufficient to operate up to four(4) pumps, controls and HVAC electrical loads at the pump station for a period of 72 hours. MRP1 Booster Pump Stations Improvements 1 Exhibit A Page 1 of 6 DocuSign Envelope ID:46F8131 FA-5129-4787-97E6-08F7AD8991307 • Evaluate alternatives for upgrading the pump control valve actuators and replace the valve actuators with the final alternative selected by the City. • Evaluate the capacity of the existing HVAC system to cool the electrical room with the revised heat loads from the new equipment and modify or replace as necessary. • Replace the existing flow meter with a magnetic flow meter and relocate meter vault to a location where it will be more accurate. For an accurate installation location that provides sufficient straight pipe runs to meet the meter manufacturer's requirements, the meter vault siting may require acquisition of additional easement by the City outside of the current pump station site. • Install dewatering sump pumps in vaults and route discharge piping to a location that does not result in local ponding. SCOPE OF SERVICES TASK 1 Final Design TASK 1.1 Project Management The purpose of this task is to provide project management for the on-going work such as scheduling, budget reviews and invoicing associated with the project. The project management task includes a Project Kickoff Meeting and development of project controls and documentation for task implementation, safety, QA/QC, accounting and other administrative tasks. HDR's Project Approach and Resource Review will be administered under this task. TASK 1.2 Survey Coordination HDR will coordinate with the City's on-call surveyor to collect site data and provide control points, topographic data, visible utility locations and other necessary surveying services for the project. The City will contract directly with the surveyor. An electronic file in AutoCAD electronic format with descriptions for each control point and other required survey information shall be provided to HDR by the City's on-call surveyor at no cost to HDR. HDR will provide coordination for sizing additional easement at the Woodsboro site for the flow meter installation. The City's on-call surveyor will provide the legal description to the City for negotiation of the easement. TASK 1.3 Geotechnical Data Collection HDR will engage the services of a geotechnical laboratory to drill four (4) exploratory borings to a depth of approximately 25 feet at the location of the proposed meter vaults and generator pads (two at each site) and perform soils testing lab analysis. MRP1 Booster Pump Stations Improvements 2 Exhibit A Page 2 of 6 DocuSign Envelope ID:46F8131 FA-5129-4787-97E6-08F7AD8991307 The soils data will be compiled into a geotechnical data letter report. HDR will incorporate the geotechnical design criteria into the project structural design and waterlines backfill/bedding design. TASK 1.4 Detailed Design HDR will perform the detailed design of the project elements listed above under this task. HDR will develop drawings and specifications, which will indicate the scope, extent, and character of the work to be performed and furnished by a Contractor. Draft design documents will be submitted for City review and comment as listed below. 1. 30% — draft construction plans, a table of contents of technical specs, and an opinion of probable construction cost (OPCC) 2. 60% —draft construction plans and draft technical specs, OPCC 3. 100% pre-bidding —final construction plans and specifications, OPCC HDR will advise the City at each deliverable phase of any adjustments to the OPCC known to the HDR. The OPCC for the deliverables shall be Class 3 at 30%, Class 2 at 60% and Class 1 at 100%, in accordance with AACE 18R. HDR's Opinions of Probable Construction Cost are to be made on the basis of HDR's experience, qualifications, and general familiarity with the construction industry. However, because HDR has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors' methods of determining prices, or over competitive bidding or market conditions, HDR cannot and does not guarantee that proposals, bids, or actual construction cost will not vary from opinions of probable construction cost prepared by HDR. HDR will conduct a workshop with City staff to review the draft documents after each deliverable. HDR will revise the contract documents in accordance with comments and instructions from the City, as appropriate, and submit final copies of the bidding documents for distribution by the City. TASK 2 Bidding Assistance HDR will assist the City in obtaining bids or proposals for the work by providing the following services: • Attending a Pre-Bid meeting to be conducted by the City, to explain the project and answer contractor questions. • Review questions submitted from bidders concerning the bid documents and prepare up to 2 revisions to the plans, specifications and bid forms to be issued by addendum. • Assist with the review of the Contractor's Statement of Experience. • Provide two (2) hard copy sets and one (1) electronic set (PDF) of conformed Contract Documents to the City. The City staff will: MRP1 Booster Pump Stations Improvements 3 Exhibit A Page 3 of 6 DocuSign Envelope ID:46F8131 FA-5129-4787-97E6-08F7AD8991307 • Advertise the Project for bidding, maintain the list of prospective bidders, conduct the Prebid conference, issue any addenda as prepared by HDR, conduct the bid opening and prepare the bid tabulation. • Coordinate the review of the bids HDR. • Prepare agenda materials for the City Council concerning bid awards. • Prepare, review and provide copies of the Contract for execution between the City and the Contractor. • The City will be responsible for final contractor selection. TASK 3 Construction Administration Construction administration services for this project will include following elements: • Conduct monthly project coordination meetings (12 total) with the City and the Contractor. Perform site visits at each meeting to observe progress and general conformance of construction with Contract Documents. HDR anticipates that project coordination meetings and site visits will occur on the same day. • Review and approve or take appropriate action upon the shop drawings, samples, and other submittals furnished by the Contractor (up to 30 total). • Review laboratory, shop and factory performance tests of material and equipment for general conformance with Contract Document requirements. • Review and approve or take appropriate action upon O&M Manuals submitted by the Contractor (up to 12 total). • Respond to requests for information, provide design clarifications and recommendations, and resolve field issues related to the construction. • Evaluate Contractor change and cost proposals and substitutions and recommend approval or disapproval of the Contractor's proposal or substitution. • Prepare supporting data and provide other services (including revisions to Construction Documents) in connection with change orders. • Review contractors monthly pay estimates (12 total), after review and approval by the on- site inspector, and make recommendations to the City concerning the progress of payments to the Contractor. • Conduct substantial completion walk through and prepare punch list for final completion. • Conduct final completion walk through and recommend or take appropriate action regarding final acceptance of the work and dates of substantial and final completion. • Review red-line as-recorded drawings submitted by the Contractor. Incorporate red-lines into contract documents to prepare as-recorded drawings and provide to the City. • Provide two (2) full-size hard copy sets and one (1) electronic set (PDF) of as-recorded drawings to the City. TASK 4 - ADDITIONAL SERVICES TASK 4.1 Additional Construction Observation HDR will provide additional site visits for construction observation, as requested by the City. This task provides an allowance for up to 12 additional site visits by the appropriate discipline leads during construction beyond the visits included in Task 3 above. MRP1 Booster Pump Stations Improvements 4 Exhibit A Page 4 of 6 DocuSign Envelope ID:46F8131 FA-5129-4787-97E6-08F7AD899B07 Items Not Included in this Scope The following services are not included in this scope: • Design services for improvements at the Lake Texana Intake Pump Station • Additional ground storage at either booster pump station site. • Services of a resident project representative (RPR) at the project site to provide observation of Contractor's work. • Construction materials testing (i.e. concrete testing). • Real estate services, including survey, for acquisition of any additional easements. • Environmental evaluations, including endangered species, waters of the United States, and cultural resources. ANTICIPATED PROJECT SCHEDULE Timeframe for completion of the Final Design Phase shall be 270 days from receipt of a written notice to proceed. HDR anticipates advertising, bid and award will take approximately 90 days and construction will take approximately 360 days to complete. COMPENSATION City shall pay HDR for the services described in the scope above on the payment basis in the amounts as shown as follows. Estimated Fee and Basis for Compensation Final Design — Lump Sum $609,200 Bidding Assistance— Lump Sum $19,100 Construction Administration — Time & Materials $170,800 Total for Basic Services = $799,100 Additional Services —Time & Materials $31,900 Total Professional Services = $831,000 The Lump Sum includes compensation for HDR's services and services of HDR's subconsultants, if any. Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and Reimbursable Expenses. The portion of the Lump Sum amount billed for HDR's services will be based upon HDR's estimate of the percentage of the total services actually completed during the billing period. MRP1 Booster Pump Stations Improvements 5 Exhibit A Page 5 of 6 DocuSign Envelope ID:46F8131 FA-5129-4787-97E6-08F7AD899B07 Mary Rhodes Pipeline Phase 1 System Improvements CITY PROJECT NO. E13037 SUMMARY OF FEES 8/4/2021 Original Amendment No. Total Contract Basic Services: Contract 1 Preliminary Phase $47,560.00 $47,560.00 Design Phase $609,200.00 $609,200.00 Bid Phase $19,100.00 $19,100.00 Construction Admin Phase (T&M) $170,800.00 $170,800.00 Subtotal Basic Services $47,560.00 $799,100.00 $846,660.00 Additional Services: Permit Prepartion $0.00 Topographic Survey (T&M) $0.00 Geotechnical Investigation (T&M) $0.00 Environmental Issues $0.00 Public Meetings $0.00 Construction Observation (T&M) $31,900.00 $31,900.00 Traffic Control $0.00 Signalization Improvements $0.00 Warranty Phase $0.00 Construction Inspection (T&M) $0.00 Platting Survey $0.00 O & M Manuals $0.00 SCADA $0.00 Subtotal Additional Services $0.00 $31,900.00 $31,900.00 Summary of Fees: Basic Services Fees $47,560.00 $799,100.00 $846,660.00 Additional Services Fees $0.00 $31,900.00 $31,900.00 Total Authorized Fees $47,560.00 $831,000.00 $878,560.00 Exhibit A Page 6 of 6 DocuSign Envelope ID:46F8B1 FA-5129-4787-97E6-08F7AD899B07 SUPPLIER NUMBER TO BE ASSIGNED BY CITY— PURCHASING DIVISION 4r►,r.r� City of CITY OF CORPUS CHRISTI Corpus DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, as amended,requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: HDR Engineering, Inc. P. O. BOX: STREET ADDRESS: 555 N. Carancahua St, Ste 1600 CITY: Corpus Christi ZIP: 78401-0849 FIRM IS: I. Corporation ® 2. Partnership ❑ 3. Sole Owner E]4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Job Title and City Department(if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each"board member" of the City of Corpus Christi having an"ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Consultant N/A DocuSign Envelope ID:46F8131 FA-5129-4787-97E6-08F7AD8991307 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public ingeneral or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: David Weston Title: Area Manager (Type or Print) Signature of Certifying Date: 09/14/2021 Person: DEFINITIONS a. `Board member." A member of any board, commission, or coimnittee appointed by the City Council of the City of Corpus Christi, Texas. b. `Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi,Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. SC G� 0 U AGENDA MEMORANDUM NOflPORPY ED 1852 Action Item for the City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services Ieffreye(a-)-cctexas.com (361) 826-3851 Gabriel Ramirez, Interim Director of Utilities gabrielr(o-)-cctexas.com (361) 826-1202 Heather Hurlbert, CPA, CFGO, Director of Finance & Procurement Heatherh3(o-)-cctexas.com (361) 826-3227 Construction Contract Award Holly and Rand Morgan Elevated Storage Tanks Implementation CAPTION: Motion awarding a construction contract to Associated Construction Partners, Ltd, Boerne, Texas, for the installation of control valves and pumps at the Holly and Rand Morgan Elevated Storage Tanks in an amount of$4,669,500.00, located in Council Districts 1 and 5, with FY 2022 funding available from the Water Capital Fund. SUMMARY: This motion approves a construction contract for the Holly and Rand Morgan Elevated Storage Tanks Implementation Project. The construction includes installation of control valves and pumps to fill the tanks without over-pressurization of the distribution system when bringing the new elevated storage tanks on-line. BACKGROUND AND FINDINGS: In 2010, the Texas Commission on Environmental Quality (TCEQ) issued a notice to the City that it did not have the required elevated storage volume of 100 gallons/connection. In June 2012, the TCEQ approved the City's Alternative Capacity Requirement(ACR) Implementation Plan. As part of the implementation plan, the Holly and Rand Morgan elevated storage tanks (EST) were constructed in 2018 to meet the required storage volume. The City attempted to bring the ESTs into service but experienced multiple waterline breaks throughout the system when filled to one- third capacity. Consequently, filling of the tanks was stopped and the ESTs were removed from service as the new pressure was too high for the older water mains. In June 2020, CP&Y Inc. conducted a study for the City to determine how to bring the two newly constructed ESTs into service. The study recommended control valves and pumps at each of the tanks to allow the tanks to be placed into service without over-pressurizing the distribution system. This project scope includes the listed critical upgrades to bring the two ESTs into service. Rand Morgan Elevated Storage Tank • Demolition of pipe, valves, and appurtenances. • Site/Civil work includes relocated perimeter fence, a new flex-base drive, grading and drainage to accommodate the new work. • Work includes construction of a new electrical building with pump foundations along with the installation of new pumps, electronic control valve, and the associated piping and isolation valves. Work also includes the associated electrical, instrumentation, and SCADA integration. Holly Elevated Storage Tank • Demolition of pipe, valves, and appurtenances. • Site/Civil work includes relocated perimeter fence, a new flex-base drive, grading and drainage to accommodate the new work. • Interior work at the existing electrical room includes a modified layout and the installation of new electronic control valve, pumps, piping, and isolation valves. Work also includes the associated electrical, instrumentation, and SCADA integration. PROJECT TIMELINE: March - September O N D January - May Design Bid/ Construction Award Project schedule reflects City Council award in December 2021 with anticipated completion in May 2022. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Bids. On November 17, 2021, the City received bids from one bidder. The City analyzed the bid in accordance with the contract documents and determined Associated Construction Partners, Ltd, is the lowest responsive and responsible bidder. A summary of the bids is provided below: BID SUMMARY CONTRACTOR BASE BID Associated Construction Partners, Ltd $4,669,500.00 Engineer's Opinion of Probable Construction Cost $3,440,880.00 Associated Construction Partners, Ltd, has successfully completed numerous City utility projects including Wesley Seale Dam Outlet Rehab, Lift Station Repairs Citywide, and Staples Street Pump Station Improvements. ALTERNATIVES: The alternative is to not award the construction contract to the low-bidder, Associated Construction Partners, Ltd. This would delay placing the Holly Road EST and the Rand Morgan EST into service. It would also impact the City's ability to comply with the ACR Implementation Plan timeline potentially resulting in TCEQ fines. FISCAL IMPACT: The fiscal impact in FY 2022 is an amount of$4,669,500.00 with funding available from the Water Capital Fund. FUNDING DETAIL: Fund: Water 2021 CIP (Fund 4484) Mission Elem: Water Treatment (062) Project: Holly and Rand Morgan Elevated Storage Tanks Implementation (20267): Reference project E16290 in the FY21-22 CIP. Account: Construction (550910) Activity: 20267-4484-EXP Amount $4,669,500.00 RECOMMENDATION: Staff recommends awarding a construction contract for the Holly and Rand Morgan Elevated Storage Tank Implementation Project to Associated Construction Partners, Ltd, in the amount of $4,669,500.00. The construction duration is planned for five months from issuance of the Notice to Proceed with construction starting in January 2022. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Map Bid Tab CIP Page RFB 3817 Holly and Rand Morgan Elevated Storage Tanks Implementation,Project 20267 ID: RFB 3817 QuantityItem Description Unit Al Holly EST LS 1 $75,000.00 $75,000.00 A2 Rand LS 1 $100,000.00 $100,000.00 A3 Bonds and AL 1 $67,500.00 $67,500.00 A4 Allowances for AL 1 $92,000.00 $92,000.00 A5 Permits AL 1 $10,000.00 $10,000.00 A6 Demolition of AL 1 $20,000.00 $20,000.00 Sub Totals $364,500.00 HOLLY B1 Holly EST LS 1 $150,000.00 $150,000.00 B2 Holly EST LS 1 $1,700,000.00 $1,700,000.00 Sub Totals $1,850,000.00 C1 Rand Morgan LS 1 $175,000.00 $175,000.00 C2 Rand Morgan LS 1 $180,000.00 $180,000.00 C3 Rand Morgan LS 1 $2,100,000.00 $2,100,000.00 Sub Totals $2,455,000.00 Grand Total $4,669,500.00 Capital Improvement Plan 2022 thril 2024 City of Corpus Christi, Texas Project# E16290 Project Name Elevated Water Storage Tanks- Citywide Type Improvement/Additions Department Water Department Useful Life 40 years Contact Director of Water Utilities Category Water Distribution Priority 2 Critical-Asset Condition Status Active Description The existing Elevated Storage Tanks(EST)have inadequate volume and elevation to meet minimum storage requirements as defined by Texas Commission on Environmental Quality(TCEQ). Here is the schedule and plan for the city of Corpus Christi to meet TCEQ's storage requirements. FY 22: Modifications to Holly and Rand Morgan Elevated Storage Tanks. Installation of pumps and pressure relief valves(PRVs). Begin construction of new EST in Flour Bluff on Division Road. FY 23: Begin construction of new EST on Nueces Bay Boulevard. FY 24: Complete construction of new EST in Flour Bluff on Division Road. FY 25: Complete construction of new EST on Nueces Bay Boulevard.Demolish old EST at Flour Bluff on Division Road,old EST on Morgan Avenue,and old ground storage tank(GST)at Holly Road. FY 26: Begin design of new EST at a yet to be determined site. Possibly near the Calallen area or Gollihar pending modeling. FY 27: Begin construction of new EST at a yet to be determined site.Possibly near the Calallen area or Gollihar pending modeling. FY 28: Continue construction of new EST at a yet to be determined site.Possibly near the Calallen area or Gollihar pending modeling. FY 29: Complete construction of new EST at a yet to be determined site.Possibly near the Calallen area or Gollihar pending modeling. Demolish old Alameda and Gollihar ESTs. Justification Consistency with the Comprehensive Plan:Policy Statements pp.48: 1,3&6;pp.55-57;Water Master Plan. This project will allow the city to meet its commitment to TCEQ.Higher tanks will additionally provide higher pressure and better pressure stabilization in the distribution system as required. Expenditures Prior Years 2022 2023 2024 Total Construction/Rehab 9,544,023 5,500,000 5,000,000 5,000,000 25,044,023 Inspection 10,000 10,000 10,000 30,000 Design 980,304 980,304 Eng Admin Reimbursements 393,439 150,000 150,000 150,000 843,439 Total 10,917,766 5,660,000 5,160,000 5,160,000 26,897,766 Funding Sources Prior Years 2022 2023 2024 Total Revenue Bonds 10,917,766 5,660,000 5,160,000 5,160,000 26,897,766 Total 10,917,766 5,660,000 5,160,000 5,160,000 26,897,766 Budget Impact/Other 71 A reassessment will be done upon completion of project to determine on-going or maintenance costs. 307 RAND MORGAN EST N SCALE: N.T.S. l HOLLY EST s VICINITY MAP NOT TO SCALE mer NUECES BAY 181 GST°ti ° RAND MORGAN EST z of CHANN $ tF CHRISTI Op z qRp LEOPARD a CORPUS CHRISTI BAY U � a z 44 @q4 CORPUS CHRISTI p ph /N 286 INTERNATIONAL F AIRPORT 0ORGP ° 358 Q M 00 9� OC Z 04 X23 SFO E9ti 9 04 rl OJ�� 3Q ti T O 358 <F Off° HOLLY EST �Z DD OCq Q O CABANISS FI ELD Qv ° WEBE 43 LOCATION MAP a° NOT TO SCALE PROJECT NUMBER: 20267 HOLLY AND RAND MORGAN CITY COUNCIL EXHIBIT ELEVATED STORAGE TANKS CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES VONI IMPLEMENTATION =.,= iI SCALE N.T.S. ° O . w a +w : P;. A. .w f -�,;t HOLLY EST .;, y +11 .� q f1 .. 4 s 1w 4 Ar ° » s t tI` Y. ` AERIAL MAP , 4 PROJECT NUMBER: 20267 NOT TO SCALE h^ HOLLY AND RAND MORGAN CITY COUNCIL EXHIBIT ELEVATED STORAGE TANKS CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES VONI IMPLEMENTATION =.,= SCALE: N.T.S. M w � ' <�opgRo [RAND MORGAN EST , _ 9 o- a III I� r dl J y, F m , M AERIAL MAP NOT TO SCALE PROJECT J y _ NUMBER: 20267 HOLLY AND RAND MORGAN CITY COUNCIL EXHIBIT ELEVATED STORAGE TANKS CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES VAI IMPLEMENTATION =.,= SC o° 0 � U NOflPORPY ED 1852 AGENDA MEMORANDUM Action Item for the City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services Ieffreye(a)cctexas.com (361) 826-3851 Gabriel Ramirez, Interim Director of Water Utilities gabrielr(a)cctexas.com (361) 826-1202 Heather Hurlbert, CPA, CFGO, Director of Finance & Procurement heatherh3(a)cctexas.com (361) 826-3227 Construction Contract Award Oso Water Reclamation Plant Process Upgrades and Breakpoint Chlorination Decommissioning: Aeration Coarse Bubble Improvements CAPTION: Motion awarding a construction contract to CSA Construction, Inc., of Houston, Texas, for Aeration Coarse Bubble Improvements under the Oso Water Reclamation Plant Process Upgrades and Breakpoint Chlorination Decommissioning project in an amount of$4,107,000.00, located in Council District 4, with FY 2022 funding available from the Wastewater Capital Fund. SUMMARY: This motion approves a construction contract with CSA Construction, Inc. to replace ineffective aeration diffusers at Oso Water Reclamation Plant (WRP). Completion of this work improves treatment efficiency and allows the plant to remain operational during future construction of the Oso WRP Process Upgrades and Breakpoint Chlorination Decommissioning capital improvement project that is expected to be awarded in late-2022. BACKGROUND AND FINDINGS: The Oso Water Reclamation Plant is the largest of six wastewater treatment plants operated by the City of Corpus Christi. The facility continuously receives wastewater from the City's collection system and treats the wastewater prior to discharge into the Oso Bay. The proposed improvements will replace ineffective aeration diffusers to improve the treatment process reliability and efficiency. Major improvements are planned under the ongoing Oso Process Upgrades and Breakpoint Chlorination (BPC) Decommissioning project, which is currently at 75% Design completion. This Aeration Coarse Bubble Improvements project was expedited as a separate standalone construction package because the coarse bubble system has many diffusers that are either broken or missing, which negatively affects the treatment process. The project scope includes the listed items and all associated construction work. • Dewatering of East and West Trains. • Grit removal and cleaning of Mixed Liquid Suspended Solids (MLSS), Return Activated Sludge/Waste Activated Sludge (RAS/WAS), and Clarifiers 1-8 Effluent channels. • Partial demolition of existing MLSS, RAS/WAS, Clarifiers 1-8 Effluent channels coarse bubble aeration system (air drops, piping, and valves), and miscellaneous equipment, including removal and disposal of existing equipment. • Demolition of existing butterfly valves in outer MLSS channels, existing chlorinators at various locations, divider wall connecting inner and outer MLSS channel, channel grating/walkways, Chlorine Contact Chamber influent slide gates. • Installation of MLSS, RAS/WAS, and Clarifiers 1-8 Effluent coarse bubble aeration system channel diffusers and associated valves, air piping and supports. • Abandoning, filling, and capping of outer MLSS channels. • Plugging ports in outer MLSS channel wall. • Installation of two chlorine mixers, four mixer support structures, and modification of a chlorine diffuser. • Installation of new grating and supports along channels. • Installation of Chlorine Contact Chambers 1-4 influent slide gates. • Installation of guide frames for stop logs in the MLSS and RAS/WAS channels. • Modification of existing 48-in Influent Line at Aeration tank No. 1 and No. 3. • All electrical, instrumentation and controls work associated with ECR-5 automatic switchover to emergency generator operations and back to site utility power. • All other civil, yard piping, mechanical and electrical work included. • Training of City personnel. • Commissioning. PROJECT TIMELINE: May - September O N D January - September Design Bid/ Construction Award Project schedule reflects City Council award in December 2021 with anticipated completion in September 2022. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Bids. On November 11, 2021, the City received bids from one bidder. The City analyzed the bid in accordance with the contract documents and determined CSA Construction, Inc., is the lowest responsive and responsible bidder. A summary of the bids is provided below: BID SUMMARY CONTRACTOR BASE BID CSA Construction, Inc. $4,107,000.00 Engineer's Opinion of Probable Construction Cost $4,392,000.00 CSA Construction, Inc., has successfully completed numerous City utility projects since 2013 including Oso WRP Clarifier#5, Oso WRP Nutrient Removal Phase 1, and Oso WRP Belt Press Facility. CSA Construction, Inc., is currently working on Nueces River Raw Water Pump Station Improvements and OSO WRP Headworks and Lift Station with construction ending soon. The current construction market is very competitive. Bids advertised for projects are receiving limited responses. Re-advertising the projects for bids is not likely to generate significantly more interest. The lowest bidder has had good experience, and the price is consistent with the engineer's estimate. ALTERNATIVES: The alternative is to not award the construction contract to the low-bidder, CSA Construction, Inc. This would delay improvements to the wastewater treatment plant and create more costly maintenance in the future. Not awarding the construction contract would also cause TCEQ permit violations and fees. FISCAL IMPACT: The fiscal impact in FY 2022 is an amount of $4,107,000.00 with funding available from the Wastewater Capital Fund. FUNDING DETAIL: Fund: WW 2021 CIP (Fund 4258) Mission Elem: Wastewater Treatment (064) Project: Oso WRP Process Upgrades and BPC Decommissioning: Aeration Coarse Bubble Improvements (Project No. 20084B) Account: Construction (550910) Activity: 20084-B-4258-EXP Amount: $4,107,000.00 RECOMMENDATION: Staff recommends awarding the construction contract for the Oso WRP Process Upgrades and BPC Decommissioning: Aeration Coarse Bubble Improvements to CSA Construction, Inc., in the amount of$4,107,000.00. The construction duration is planned for 8 months from issuance of the Notice to Proceed to begin construction in January 2022. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Map Bid Tab CIP Page RFB 3899 Aeration Coarse Bubble Improvements ID: RFB 3899 Item Description • Part A- General Al MOBILIZATION LS 1 $100,000.00 A2 BONDS AND AL 1 $20,000.00 A3 ALLOWANCE AL 1 $100,000.00 Sub Totals B1 EAST TRAIN LS 1 $1,737,500.00 B2 WEST TRAIN LS 1 $1,737,500.00 B3 FURNISH ALL LS 1 $192,000.00 B4 ELECTRICAL LS 1 $220,000.00 Sub Totals Grand Total $100,000.00 $20,000.00 $100,000.00 $220,000.00 $1,737,500.00 $1,737,500.00 $192,000.00 $220,000.00 $3,887,000.00 $4,107,000.00 PROJECT LOCATION N SCALE: N.T.S. Doyle Q l v B J tl r ortland VICINITY MAP NOT TO SCALE NUECES BAY �o �c oRRI�R z o CORPUS CHRISTI SHIP C � mop LEOPARD O a i COR as s FINTERNAOR 266 TvAIRPORT 358 00 PROJECT LOCATION zk 9/ z N N 9 N O par �O� q TEXAS A&M UNIVERSITY S'OkY CORPUS CHRISTI 358 rpo a �OtF �+ a CCABANISS q y OSO BAY AfCORPUS CHRISTI FIELD Q NAVAL AIR STATION as O p0 FLOUR BLUFF e r 358 286 ] � _(♦ a�44 4 AW Qac, o pr � 4 Q- zaaa Rio VP ars 0 LOCATION MAP NOT TO SCALE PROJECT NUMBER: 2084B OSO WRP UPGRADE AND BPC CITY COUNCIL EXHIBIT DECOMMISSIONING: AERATION COURSE CITY OF CORPUS CHRISTI,TEXAS VONI BUBBLE IMPROVEMENTS DEPARTMENT OF ENGINEERING SERVICES = _ 11++ ~ �' '"9 A'��'�, � �'111 � y,`�.- � y _•.,"°,7�" ��'. `' "yr �P��"" ,ke n SCALE: N.T.S. dM m V� PROJECT LOCATION AL— , _ VETERANS MEMORIAL HIGH SCHOOL M I� AERIAL MAP NOT TO SCALE PROJECT NUMBER: 2084AOLB OSO WRP UPGRADE AND BPC CITY COUNCIL EXHIBIT DECOMMISSIONING: AERATION COURSE CITY OF CORPUS CHRISTI,TEXAS VAI DEPARTMENT OF ENGINEERING SERVICES BUBBLE IMPROVEMENTS = _ ...,., Capital Improvement Plan 2022 rhru 2024 City of Corpus Christi, Texas Project# 20084 Project Name Oso WRP Process Upgrade& BPC Facility Decomr � Type Reconditioning-Asset Longevit Department Wastewater ` Useful Life 25 years Contact Director of Water Utilities Category Wastewater Priority 2 Critical-Asset Condition yr Status Active Description Construction of new headworks and lift station at Oso Water Reclamation Plant(WRP)started in FYI 8. The next phase of work involves secondary treatment improvements and a process conversion to Biological Nutrient Removal(BNR). This will allow the City to decommission current breakpoint chlorination(BPC)system which is currently achieving ammonia removal by chemical addition and will allow plant to maintain permit compliance by removing ammonia more efficiently and safely through biological processes. In addition,equipment associated with secondary treatment units have exceeded original design life and have become maintenance intensive and a hindrance to operations. Scope of improvements include retrofitting existing aeration basins with fine bubble aeration equipment,raising aeration basin walls for increased depth, construction of new blower building,replacement or rehabilitation of existing scum and sludge removal components on secondary clarifiers, improvements to chlorine contact chambers to address short circuiting,demolition/decommissioning of breakpoint chlorination system and other miscellaneous enhancements associated with administrative building,digesters and access roads. These improvements will increase the plants capacity from 16MCTD to 18 MGD. Justification Consistency with the Comprehensive Plan:Policy Statements pg.48: 1,3&6;pp. 55-58;Wastewater Master Plan Expenditures Prior Years 2022 2023 2024 Total Construction/Rehab 3,600,000 7,700,000 17,800,000 29,100,000 Testing 50,000 50,000 100,000 Inspection 230,000 280,000 400,000 910,000 Design 29,885 200,000 229,885 Contingency 320,000 870,000 1,750,000 2,940,000 Eng,Admin Reimbursements 1,783 300,000 100,000 50,000 451,783 Total 31,668 4,500,000 9,000,000 20,200,000 33,731,668 Funding Sources Prior Years 2022 2023 2024 Total Revenue Bonds 31,668 4,500,000 9,000,000 20,200,000 33,731,668 Total 31,668 4,500,000 9,000,000 20,200,000 33,731,668 Budget Impact/Other 71 This project will enable the Oso WRP to run in a more economical and efficient manner. Operational impact is adversely affected when plant is not working at optimal levels. 337 SC o° 0 � U NOflPORPY ED 1852 AGENDA MEMORANDUM Action Item for the City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services Ieffreye(a)cctexas.com (361) 826-3851 Gabriel Ramirez, Interim Director of Water Utilities gabrielr(a)cctexas.com (361) 826-1202 Heather Hurlbert, CPA, CFGO, Director of Finance & Procurement heatherh3(a)cctexas.com (361) 826-3227 Construction Contract Award Port Avenue Waterline Replacement CAPTION: Motion awarding a construction contract to Clark Pipeline Services, LLC, Corpus Christi, Texas, for the Port Avenue Waterline Replacement project in an amount of $4,856,722.99, located in Council Districts 1 and 2, with FY 2022 funding available from the American Rescue Plan Act. SUMMARY: This motion approves a construction contract for the Port Avenue Waterline Replacement project. The project provides the replacement of approximately 7,700 linear feet of 16-inch waterline along Port Avenue. BACKGROUND AND FINDINGS: The existing waterline on Port Avenue was installed in 1954. The waterline has experienced numerous main breaks that disrupt water service and results in excessive maintenance costs. The 16-inch waterline provides service to various residential and commercial subdivisions along Port Avenue. The replacement of the waterline is to ensure adjacent waterlines do not fail when the elevated storage tanks at Holly Road and Rand Morgan Avenue are placed into service with higher water system operating pressures. This project scope includes the removal of approximately 7,700 linear feet of 16-inch cast iron pipe and replacement with a 16-inch PVC waterline within the right-of-way of Port Avenue along with installation of new and reconnection of existing lateral waterlines, valves fitting, fire hydrants, other appurtenances, and miscellaneous items required to complete the project. The following street improvements will be completed. ITEM QUANTITY Remove and Replace 6-inch curb and gutter(Including 12-inch flex base 4,005 linear feet Remove and Replace 10-inch concrete bus pads 5,460 square feet Remove and Replace Concrete Driveway 6,210 square feet Remove and Replace Concrete Sidewalk 3,380 square feet Seeding (Including topsoil 1,190 square yards PROJECT TIMELINE: 2021 2022 March - September O 1 N I D January - August Design Bid/ Award Construction Project schedule reflects City Council award in December 2021 with anticipated completion in August 2022. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Bids. On November 3, 2021, the City received bids from four bidders. The City analyzed the bids in accordance with the contract documents and determined Clark Pipeline Services, LLC, is the lowest responsive and responsible bidder. A summary of the bids is provided below: BID SUMMARY CONTRACTOR BASE BID Clark Pipeline Services, LLC $4,856,722.99 Gerke Excavating $4,996,898.20 Vaca Underground Utilities, Inc. $5,133,874.50 National Power Rodding Corp. $5,838,061.50 Engineer's Opinion of Probable Construction Cost $5,560,744.28 Clark Pipeline Services, LLC, has successfully completed numerous City utility projects under the 2015 City Wide Water Distribution System Repair/Replacement IDIQ Contract, Phase 2 of Padre Island Water and Gas Pipeline Extension, and the 2017 City Wide Water Distribution System Repair/Replacement IDIQ Contract. ALTERNATIVES: The alternative is not to award the construction contract to the low-bidder Clark Pipeline Services, LLC. This would delay improvements to the Port Avenue waterline, causing disruption to customers and more costly maintenance in the future. FISCAL IMPACT: The fiscal impact for FY 2022 is an amount of $4,856,722.99 with funding available from the American Rescue Plan Act. FUNDING DETAIL: Fund: AmerRescuePlan (Fund 1076) Mission Elem: 505 Project: Port Avenue Waterline Replacement (Project 19038A): Reference project 19038 in the FY21-22 CIP. Account: Maintenance & Repairs (520130) Activity: 421005F Amount: $4,856,722.99 RECOMMENDATION: Staff recommends awarding the construction contract for the Port Avenue Waterline Replacement project to Clark Pipeline Services, LLC, in the amount of$4,856,722.99.The construction duration is planned for 7 months from issuance of the Notice to Proceed to begin construction in January 2022. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Map Bid Tab CIP Page TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI.TEXAS TABULATED BY: Lois Hinojosa DESIGN ENGINEER:Urban Engineering BID DATE:Wednesday,November 3,2021 RFB 3887 Clark Pipeline Services,LLC Gerke Excavating Vaca Underground Utilities,Inc. National Power Rodding Corp. PROJECT NO.19038A PORTAVENUE WATERLINE REPLACEMENT 6229 Leopard St. 15341 State Highway 131 5721 Elbert.St. 2500 W.Arthington St. BASE BID Corpus Christi,TX 78409 Tomah,WI 54660 Houston,TX 77050 Chicago,IL 60612 ITEM DESCRIPTION UNIT QTY UNITPRICE AMOUNT UNIT PRICE AMOUNT UNITPRICE AMOUNT UNIT PRICE AMOUNT Part A-General(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) Al Mobilization(Maximum 5%) LS 1 $ 37,760.00 $ 37,760.00 $ 154,576.80 $ 154,576.80 $ 250,000.00 $ 250,000.00 $ 269,750.00 $ 269,750.00 A2 Bonds and Insurance(Maximum Allowance of 2%) AL 1 $ 61,360.00 $ 61,320-02 $ 61,215.00 $ 61,215.00 $ 98,000.00 $ 98,000.00 $ 110,000.00 $ 110,000.00 A3 Install and Remove Silt Fence LF 6,705 $ 5.90 $ 39,559.50 $ 4.27 $ 28,630.35 $ 5.00 $ 33,525.00 $ 2.00 $ 13,410.00 A4 Traffic Control LS 1 $ 59,000.00 $ 59,000.00 $ 77,910.00 $ 77,910.00 $ 25,000.00 $ 25,000.00 $ 158,650.00 $ 158,650.00 A5 Storm Water Pollution Prevention LS 1 $ 76,700.00 $ 76,700.00 $ 29,809.30 $ 29,809.30 $ 3,000.00 $ 3,000.00 $ 5,500.00 $ 5,500.00 A6 Trench Safety for Remove and Install Waterline LF 6,705 $ 12.98 $ 87,030.90 $ 2.24 $ 15,019.20 $ 1.00 $ 6,705.00 $ 3.45 $ 23,132.25 A7 Trench Safety for Auger Shafts EA 8 $ 13,570.00 $ 108,560.00 $ 9,529.32 $ 76,234.56 $ 500.00 $ 4,000.00 $ 680.80 $ 5,446.40 A8 Well Pointing for Waterline LF 6,705 $ 5.90 $ 39,559.50 $ 11.50 $ 77,107.50 $ 19.50 $ 130,747.50 $ 3.50 $ 23,467.50 A9 Well Pointing for Auger Shafts EA 8 $ 5,900.00 $ 47,200.00 $ 14,313.72 $ 114,509.76 $ 21.50 $ 172.00 $ 5,000.00 $ 40,000.00 A10 Pre-construction Exploratory LF 720 $ 147.50 $ 106,200.00 $ 32.73 $ 23,565.60 $ 5.00 $ 3,600.00 $ 20.00 $ 14,400.00 All Furnish and Install Auger Bore Work Area EA 7 $ 17,700.00 $ 123,900.00 $ 19,506.97 $ 136,548.79 $ 2,000.00 $ 14,000.00 $ 2,165.45 $ 15,158.15 Al2 Unanticipated Ozone Advisory Day DAY 1 $ 295.00 $ 295.00 $ 8,948.81 $ 8,948.81 $ 1.000.00 $ 1,000.00 $ 680.80 $ 680.80 SUBTOTAL PARTA-GENERAL(items Al thru Alt) $ 787,124.90 $ 804,075.67 $ 569,749.50 $ 679,595.10 Part B-STREET IMPROVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) B1 12-inch Crushed Limestone(Type A Grade 1)Flexible Base SY 4.460 $ 33.04 $ 147,358.40 $ 42.10 $ 187,766.00 $ 50.00 $ 223,000.00 $ 81.65 $ 364,159.00 B2 5-inch HMAC Type B(Base Course) SY 5,950 $ 53.10 $ 315,945.00 $ 54.54 $ 324,513.00 $ 52.00 $ 309,400.00 $ 58.65 $ 348,967.50 B3 3-inch HMAC Type D(Surface Course) SY 8,960 $ 43.61 $ 390,745.60 $ 42.29 $ 378,918.40 $ 39.00 $ 349,440.00 $ 46.00 $ 412,160.00 B4 Cement Stablized Sand CY 2,240 $ 42.48 $ 95,155.20 $ 107.66 $ 241,158.40 $ 40.25 $ 90,160.00 $ 120.75 $ 270,480.00 B5 Remove and Replace 6-inch Curb and Gutter(Incl.12"Flex Base) LF 4,005 $ 28.32 $ 113,421.60 $ 34.63 $ 138,693.15 $ 32.00 $ 128,160.00 $ 49.45 $ 198,047.25 B6 Remove and Replace 10-inch Concrete Bus Pads SF 5,460 $ 29.18 $ 159,322.80 $ 23.82 $ 130,057.20 $ 26.50 $ 144,690.00 $ 32.20 $ 175,812.00 B7 Remove and Replace Concrete Driveway SF 6,210 $ 18.09 $ 112,338.90 $ 17.21 $ 106,874.10 $ 17.50 $ 108,675.00 $ 29.90 $ 185,679.00 B8 Remove and Replace Concrete Sidewalk SF 3,380 $ 12.98 $ 43,872.40 $ 11.09 $ 37,484.20 $ 15.00 $ 50,700.00 $ 14.95 $ 50,531.00 B9 Seeding(Incl.Topsoil) SY 1.190 $ 1.77 $ 2.106.30 $ 15.90 $ 18,921.00 $ 25.00 $ 29,750.00 $ 2.30 $ 2.737.00 SUBTOTAL PART B-STREET IMPROVEMENTS(Items B1 thru B9) $1,380,266.20 $1,564,385.45 $ 1,433,975.00 $2,008,572.75 Pan -WATER IMPROVEMENTS(per SECTION 01 2901 MEASUREMENT AND BASIS FOR PAYMENT) C1 Remove and Dispose of Existing Asphalt Pavement,16"Diam.CIP Waterline and Fittings LF 6,650 $ 26.55 $ 176,557.50 $ 21.39 $ 142,243.50 $ 16.00 $ 106,400.00 $ 18.40 $ 122,360.00 C2 Cap,Fill with Grout and Abandon 16"Diam Waterline LF 1,100 $ 33.04 $ 36,344.00 $ 28.29 $ 31,119.00 $ 25.00 $ 27,500.00 $ 16.10 $ 17,710.00 C3 Furnish and Install 6"Diam.C900 DR18 PVC Waterline by Conventional Trenching LF 360 $ 74.97 $ 26,989.20 $ 63.94 $ 23,018.40 $ 110.00 $ 39,600.00 $ 175.95 $ 63,342.00 C4 Furnish and Install 8"Diam.C900 DR18 PVC Waterline by Conventional Trenching LF 200 $ 91.26 $ 18,252.00 $ 72.67 $ 14,534.00 $ 120.00 $ 24,000.00 $ 184.00 $ 36,800.00 C5 Furnish and Install 12"Diam.C900 DR18 PVC Waterline by Conventional Trenching LF 20 $ 171.10 $ 3,422.00 $ 125.02 $ 2,500.40 $ 250.00 $ 5,000.00 $ 336.95 $ 6,739.00 C6 Furnish and Install 16"Diam.C905 DR18 PVC Waterline by Conventional Trenching LF 6,690 $ 152.54 $1,020,492.60 $ 132.89 $ 889,034.10 $ 160.00 $ 1,070,400.00 $ 217.35 $1,454,071.50 Furnish and Install 30"Di am.Steel Casing complete with 16"Diam C900 DR18 PVC Carrier C7 Pipe by Guided Auger Boring LF 1,030 $ 689.64 $ 710,329.20 $ 592.25 $ 610,017.50 $ 1,200.00 $ 1,236,000.00 $ 603.75 $ 621,862.50 Furnish and Install 12"Diam.Steel Casing completewith 6"Diam.C900 DR 18 PVC Carrier C8 1 Pipe by Auger Boring LF 140 1$ 1,120.61 $ 156,885.40 1$ 1,145.14 $ 160,319.60 $ 250.00 $ 35,000.00 $ 289.80 $ 40,572.00 Furnish and Install 30"Steel Casing complete with 16"Diam.C900 DR18 PVC Carrier Pipe C9 by Conventional Trenching LF 20 $ 227.74 $ 4,554.80 $ 1,835.02 $ 36,700.40 $ 380.00 $ 7,600.00 $ 460.00 $ 9,200.00 C10 Furnish and Install 6"R/W Gate Valve(MJ with Mega Lug Joint Restraint Fitting) EA 18 $ 985.51 $ 17,739.18 $ 1,553.59 $ 27,964.62 $ 1,200.00 $ 21,600.00 $ 1,177.60 $ 21,196.80 C11 Furnish and Install 8"R/W Gate Valve(MJ with Mega Lug Joint Restraint Fitting) EA 10 $ 1,435.60 $ 14,356.00 $ 4,692.99 $ 46,929.90 $ 1,600.00 $ 16,000.00 $ 1,697.40 $ 16,974.00 C12 Furnish and Install 12"R/W Gate Valve(MJ with Mega Lug Joint Restraint Fitting) EA 1 $ 2,651.46 $ 2,651.46 $ 6,065.46 $ 6,065.46 $ 3,200.00 $ 3,200.00 $ 3,037.15 $ 3,037.15 Furnish and Install 16"R/W Gate Valve c/w Bevel Gear(MJ with Mega Lug Joint Restraint C13 Fitting) EA 6 $ 10,067.76 $ 60,406.56 $ 4,714.04 $ 28,284.24 $ 11,000.00 $ 66,000.00 $ 11,646.05 $ 69,876.30 C14 Furnish and Install Air release Valve and Valve Chamber EA 2 $ 9,521.42 $ 19,042.84 $ 12,682.97 $ 25,365.94 $ 20,000.00 $ 40,000.00 $ 14,256.55 $ 28,513.10 C15 Furnish and Install 6"45 Deg DIP Bend(MJ with Mega Lug Joint Restraint Fitting) EA 36 $ 369.34 $ 13,296.24 $ 494.59 $ 17,805.24 $ 750.00 $ 27,000.00 $ 363.40 $ 13,082.40 C16 Furnish and Install 8"45 Deg DIP Bend(MJ with Mega Lug Joint Restraint Fitting) EA 20 $ 467.87 $ 9,357.40 $ 914.79 $ 18,295.80 $ 1,000.00 $ 20,000.00 $ 477.25 $ 9,545.00 Page 1 M 2 TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI.TEXAS TABULATED BY: Lois Hinojosa DESIGN ENGINEER:Urban Engineering BID DATE:Wednesday,November 3,2021 RFB 3887 Clark Pipeline Services,LLC Gerke Excavating Vaca Underground Utilities,Inc. National Power Rodding Corp. PROJECT NO.19038A PORT AVENUE WATER LINE REPLACEMENT 6229 Leopard St. 15341 State Highway 131 5721 Elbert.St. 2500 W.Arthington St. BASE BID Corpus Christi,TX 78409 Tomah,WI 54660 Houston,TX 77050 Chicago,IL 60612 ITEM DESCRIPTION UNIT QTY UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT C17 Furnish and Install 12"45 Deg DIP Bend(MJ with Mega Lug Joint Restraint Fitting) EA 2 $ 747.12 $ 1,494.24 $ 934.99 $ 1,869.98 $ 1,500.00 $ 3,000.00 $ 868.25 $ 1,736.50 C18 Furnish and Install 16"45 Deg DIP Bend(MJ with Mega Lug Joint Restraint Fitting) EA 24 $ 1,361.72 $ 32,681.28 $ 3,640.49 $ 87,371.76 $ 2,200.00 $ 52,800.00 $ 1,618.05 $ 38,833.20 C19 Furnish and Install 16"11.25 Deg DIP Bend(MJ with Mega Lug Joint Restraint Fitting) EA 2 $ 1,452.58 $ 2,905.16 $ 3,613.97 $ 7,227.94 $ 1,800.00 $ 3,600.00 $ 1,721.55 $ 3,443.10 C20 Connection to Existing 2"Waterline(Incl.16"x 6"Tee,6"x3"Tee,3"GV and 2"Fittings) EA 3 $ 3,806.53 $ 11,419.59 $ 18,448.28 $ 55,344.84 $ 4,500.00 $ 13,500.00 $ 9,103.40 $ 27,310.20 C21 Connection to Existing 6"Waterline(Incl. 16"x6"Tee) EA 18 $ 3,942.38 $ 70,962.84 $ 3,798.58 $ 68,374.44 $ 2,000.00 $ 36,000.00 $ 7,898.20 $ 142,167.60 C22 Connection to Existing 8"Waterline(Incl.16"x8"Tee) EA 10 $ 4,034.42 $ 40,344.20 $ 6,931.67 $ 69,316.70 $ 2,200.00 $ 22,000.00 $ 8,004.00 $ 80,040.00 C23 Connection to Existing 12"Waterline(Incl.16"x12"Tee) EA 1 $ 4,277.50 $ 4,277.50 $ 7,155.33 $ 7,155.33 $ 5,000.00 $ 5,000.00 $ 8,284.60 $ 8,284.60 C24 iConnection to Existing 16"Waterline(Incl.16"x 16"Tee) EA 3 $ 3,978.96 $ 11,936.88 $ 7,421.43 $ 22,264.29 $ 5,500.00 $ 16,500.00 $ 11,909.40 $ 35,728.20 C25 Furnish and Install FH Assembly(Incl.Tee,6"DI Pipe and Valve) EA 9 $ 5,889.38 $ 53,004.42 $ 8,448.38 $ 76,035.42 $ 8,500.00 $ 76,500.00 $ 8,884.90 $ 79,964.10 C26 Furnish and Install 2"Transition Coupling EA 3 $ 129.80 $ 389.40 $ 228.60 $ 685.80 $ 250.00 $ 750.00 $ 81.65 $ 244.95 C27 Furnish and Install 6"Transition Coupling EA 18 $ 318.60 $ 5,734.80 $ 488.73 $ 8,797.14 $ 600.00 $ 10,800.00 $ 305.90 $ 5,506.20 C28 Furnsih and Install 8"Transition Coupling EA 10 $ 444,86 $ 4,448.60 $ 635.95 $ 6,359.50 $ 600.00 $ 6,000.00 $ 415.15 $ 4,151.50 C29 Furnish and Install 12"Transition Coupling EA 1 $ 613.60 $ 613.60 $ 935.58 $ 935.58 $ 1,000.00 $ 1,000.00 $ 585.35 $ 585.35 C30 Furnish and Install 16"Transition Coupling EA 3 $ 2,616.06 $ 7,848.18 $ 788.22 $ 2,364.66 $ 1,400.00 $ 4,200.00 $ 979.80 $ 2,939.40 Furnish and Install 16"Diam.DIP for Unanticipated Waterline Adjustment(Up to 6'of Cover C31 and 60-11 in Length) EA 2 $ 14,648.52 $ 29,297.04 $ 12,360.56 $ 24,721.12 $ 1,000.00 $ 2,000.00 $ 30,880.95 $ 61,761.90 Extra Depth for Unanticipated Waterline Adjustment For Each Vertical Foot Over 6-R Cover C32 (Added to Each Adjustment) VF 8 $ 788.24 $ 6,305.92 $ 553.28 $ 4,426.24 $ 500.00 $ 4,000.00 $ 1,101.70 $ 8,813.60 C33 Reconnect 2"Water Service EA 7 $ 1,964.70 $ 13,752.90 $ 1,129.38 $ 7,905.66 $ 1,600.00 $ 11,200.00 $ 4,370.00 $ 30,590.00 C34 Furnish and Install 16"Bell Harness Assembly EA 86 $ 828.36 $ 71,238.96 $ 780.03 $ 67,082.58 $ 1,000.00 $ 86,000.00 $ 615.25 $ 52,911.50 SUBTOTAL PART C-WATER IMPROVEMENTS(Items C1 thru C34) $2,659,331.89 $2,598,437.08 $ 3,100,150.00 $3,119,893.65 Part D-ALLOWANCES(per SECTION 01 2310 ALTERNATES AND ALLOWANCES) 71 Unanticipated Utility Allowance AL 1 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 D2 Unanticipated Disposal of Contaminated Soil AL 1 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 D3 Unanticipated Disposal of Ground Water AL 1 $ 10,000.00 1$ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 1$ 10,000.00 1$ 10,000.00 SU BTOTAL PART D-ALLOWAN CES(D1 THRU D3) $ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00 TOTAL BASE BID $ 4,856,722.99 $ 4,996,898.20 $ 5,133,874.50 $ 5,838,061.50 Page 2 M 2 NUECES BAY n I SCALE: N.T.S. SHIP CHAN CORPUS CHRISTI LEOPARD Project L o ca t i o n O a z 286 GP 358 > MOR Sly OC z Q- �' CORPUS CHRISTI BAY 3=� Mc�RO<F cD<�/yqR 9ql c� TEXAS A&M UNIVERSITY O� y0<<Y CORPUS CHRISTI 358 ZZ C Q� �Sq�rDcg3�m ��� SRO<F o CABANISS , i OSO BAY CORPUS CHRISTI FIELD �v Q NAVAL AIR STATION Qv ° 4 FLOUR BLUFF �o = 358 286 Q z J wN LAGUNA LOCATION MAP MADRE NOT TO SCALE ® Project Number: 19038A Port Avenue CITY COUNCIL EXHIBIT Water Line Replacement CITY OF CORPUS CHRISTI,TEXAS VAI DEPARTMENT OF ENGINEERING SERVICES �r 4 i ' � •+ a y Pgwk `A w �I M A « ui M i rkm4 tt n � w p r .v e m R rPM 6 j I a d r l 7 ~ s r F Y a IN Port Avenue water Line Replacement - - .' • '�' a n " �! + t y � 114% 14 AL t +• 'baa � i - „ «°` • « "" �' a��.�� � rte. a�. � �- � � �i 6 l • w • rte ,,a .„7rwi.� .” ■ �,. Port Avenue EXHIBIT Water Line Replacement CITY OF CORPUSDEPARTMENT• Capital Improvement Plan 2022 rhru 2024 City of Corpus Christi, Texas Project# 19038 Project Name Port Avenue Water Line Replacement Type Improvement/Additions Department Water Department Useful Life 40 years Contact Director of Water Utilities Category Water Distribution Priority 2 Critical-Asset Condition Status Active Description This is a new water distribution line project to replace about 7,540 feet of existing 16-in CIP pipe along Port Ave from Horne Rd to Guadalupe Street. This pipe was built in 1954 and may fail due to higher water operating pressure after the new elevated storage tanks at Holly Road and Rand Morgan Ave are put into services. This water distribution line replace will ensure City's water distribution safety after the new elevated storage tanks at Holly Road and Rand Morgan Ave are put into service. Justification The existing 16-in CIP water line was built in 1954 and has been in service for 65 years. The existing water line may break after the new elevated storage tanks at Holly Road and Rand Morgan Ave are put into service,and consequently,the water distribution will be stopped. Expenditures Prior Years 2022 2023 2024 Total Construction/Rehab 4,800,000 4,800,000 Design 190,000 190,000 Contingency 150,000 150,000 Eng,Admin Reimbursements 3,078 544,500 547,578 Total 193,078 5,494,500 5,687,578 Funding Sources Prior Years 2022 2023 2024 Total American Rescue Plan Act 5,494,500 5,494,500 Revenue Bonds 193,078 193,078 Total 193,078 5,494,500 5,687,578 Budget Impact/Other 71 There is no projected operational impact with this project at this time. A reassessment will be done upon completion of project to determine on- going or maintenance costs. 312 v aoAPoat�° AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services a effreye(o-)-cctexas.com (361) 826-3851 Gabriel Ramirez, Interim Director of Water Utilities gabrielr(o)cctexas.com (361) 826-1202 Heather Hurlbert, Director of Finance & Procurement Heatherh3(a-)cctexas.com (361) 826-3227 Professional Services Contract Mary Rhodes Pipeline Cathodic Protection CAPTION: Motion authorizing a professional services contract with EN Engineering of Warrenville, Illinois to conduct the 2022 Periodic Corrosion Monitoring Survey for the Mary Rhodes Pipeline in an amount of$109,851.00, with FY 2022 funding available from the Water Capital Fund. SUMMARY: This motion authorizes the 2022 Periodic Corrosion Monitoring Survey for the Mary Rhodes Pipeline. The survey includes approximately 231 corrosion monitoring stations. BACKGROUND AND PURPOSE: The Mary Rhodes Pipeline (MRP) provides an additional water source for the Coastal Bend. The pipeline segment that will be surveyed was constructed in 1998 and is 101-mile-long from Lake Texana to the O.N. Stevens Water Treatment Plant. The Monitoring Survey is necessary to verify the effectiveness of the stray current mitigation and hot-spot production systems to determine if there have been changes in stray current levels or other corrosion activity that requires mitigation. The stray current mitigation and hot-spot corrosion protection systems help preserve the operating integrity of this critical pipeline. A survey was completed in 2018 that covered 55-miles of the pipeline. This project is for the remaining 46-miles of the pipeline and will survey approximately 231 corrosion monitoring stations (CMS) summarized as follows: • 87 CMS-6 (Anode) test stations on the 64" reinforced concrete pipeline. • 4 test stations for the steel pipe crossing the Guadalupe River and Victoria Barge Canal. • Approximately 40 CMS-1 (Line Current) test stations • Approximately 100 test stations in areas without CMS-6 test stations, which includes 17 locations at new pipeline crossings Based on the findings of the survey, a design and construction contract will be developed. PROJECT TIMELINE: A Notice to Proceed will be issued to EN Engineering in January 2022 with survey beginning in March 2022. The final report will be submitted in October 2022. COMPETITIVE SOLICITATION PROCESS: This project was initially planned to be implemented in FY 2019-2020. This monitoring survey can be performed only around spring-summer time due to hunting season. In November 2018, Engineering Services issued a Request for Qualifications 2018-10 for Professional Engineering Services. The project was listed under Group B-Utilities Projects. The city received a total of ten Statements of Qualifications. The selection committee consisted of representatives from Engineering Services and Water Utilities. Firms were ranked based on 1) firm's experience and qualifications of firm; 2) team's experience and qualifications; 3) understanding of project scope based on understanding of scope of services, ability to maintain schedules, cost, and quality controls. The committee selected EN Engineering as the best qualified firm for this project. The committee selected EN Engineering as the best qualified firm for this project. EN Engineering has over 18 years of experience with corrosion protective services for water and wastewater systems. EN engineering has also previously performed the survey for the Mary Rhodes pipeline. EN Engineering has also worked on several similar projects for South Texas Water Authority, City of Houston, and Lavaca-Navidad River Authority. ALTERNATIVES: The alternative is to not award the 2022 Corrosion Monitoring Survey contract to EN Engineering of Warrenville, Illinois, but this will delay the project. Cathodic protection is necessary to protect buried pipelines from corrosion. The original system was installed in 1998 and is close to the end of its service life. FISCAL IMPACT: The fiscal impact for FY 2022 is an amount of $109,851.00 with funding available from the Water Capital Fund. FUNDING DETAIL: The Capital Improvement Program (CIP) shows that the project is planned for FY 2022 and funding is available. The project number referred in the CIP refers to a previous project that was closed. A new project number is assigned for this project. Fund: Water 2015 MRP2 (Fund 4095) Mission Elem: Water Distribution (041) Project: Mary Rhodes Pipeline Cathodic Protection (Project No. 20253A): Reference project E13068 in the FY21-22 CIP. Account: Professional Services (530000) Activity: 20253-A-4095-EXP Amount: $109,851.00 RECOMMENDATION: City staff recommends awarding the Corrosion Monitoring Survey contract to EN Engineering of Warrenville, Illinois for the Corrosion Monitoring Survey for Mary Rhodes Pipeline in the amount of $109,851.00, with survey duration planned for 330 days from issuance of the Notice to Proceed in January 2022. LIST OF SUPPORTING DOCUMENTS: Professional Services Contract Project CIP Page Location Map DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 ,gyUS C �O O� H SERVICE AGREEMENT NO. 3965 U CONTRACT FOR PROFESSIONAL SERVICES �N�ORPnPPS Ea 1852 FOR PROJECT 20253A — Mary Rhodes Pipeline (MRP) Cathodic Protection Periodic Survey The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and EN ENGINEERING, LLC., 28100 Torch Parkway, Suite 400, Warrenville, IL 60555 (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL.......................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................5 ARTICLE V OPINIONS OF COST ......................................................................5 ARTICLE VI INSURANCE REQUIREMENTS......................................................5 ARTICLE VII INDEMNIFICATION .........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT ....................................................7 ARTICLE X OWNER REMEDIES .......................................................................7 ARTICLE XI CONSULTANT REMEDIES.............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS .................................................10 EXHIBITS Contract for Professional Services Page 1 of 12 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 ARTICLE I —SCOPE OF SERVICES 1.1 City and Consultant agree that the services provided are properly described in the Scope of Services, which is incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. Consultant will perform the Services in accordance with Exhibit A and with Consultant's response to the Request for Qualifications related to this project, which response is incorporated by reference into this Agreement as if set out here in its entirety. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts, excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A-1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. Contract for Professional Services Page 2 of 12 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 1.10 The Consultant agrees to conduct all communication through and perform all project-related functions utilizing the City's project management system known as e-Builder. This includes all correspondence, submittals, payment requests and processing, contract amendments and construction phase activities. ARTICLE II —QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $109,851. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time Contract for Professional Services Page 3 of 12 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. Consultant shall indemnify and hold City harmless from any liens, claims, security interests or encumbrances filed by anyone claiming by, through or under the items covered by payments made by City to Consultant. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. Contract for Professional Services Page 4 of 12 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Procurement Division. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.3 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.4 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.5 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project" refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, Contract for Professional Services Page 5 of 12 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII —TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement Contract for Professional Services Page 6 of 12 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; Contract for Professional Services Page 7 of 12 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, epidemics, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within 21 calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. Contract for Professional Services Page 8 of 12 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 12.1.4 Within 30 calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have 30 calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within 30 calendar days after a Party delivers a written notice of such dispute,then the Parties shall proceed with the mediation process contained herein. 12.2.2.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.2.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than 30 or more than 90 calendar days following the date of the request, except upon agreement of both parties. 12.2.2.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within 30 calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.2.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Contract for Professional Services Page 9 of 12 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 Agreement. 12.5 In case of litigation between the parties, Consultant and City agree that they have knowingly waived and do hereby waive the right to trial by jury and have instead agreed, in the event of any litigation arising out of or connected to this Agreement, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 12.6 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function solely for the public benefit. Nothing in this Agreement shall be construed to waive City's governmental immunity from lawsuit, which immunity is expressly retained to the extent it is not clearly and unambiguously waived by state law. ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Provisions Required by Law. Each applicable provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were physically included herein. 13.3 Public Information. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Consultant agrees that the contract can be terminated if the Consultant knowingly or intentionally fails to comply with a requirement of that subchapter. 13.4 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.5 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.6 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.7 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. Contract for Professional Services Page 10 of 12 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 13.8 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.9 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.10 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 13.11 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. 13.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, the Consultant's response to the Request for Qualifications related to this project, or in any other document prepared by Consultant and included herein, is in conflict with Articles I-XIII of this Agreement (Articles), the Articles shall take precedence and control to resolve said conflict. [Signature Page Follows] Contract for Professional Services Page 11 of 12 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 CITY OF CORPUS CHRISTI EN ENGINEERING, LLC. DocuSigned by: J �U�Sblit 11/22/2021 Jeff Edmonds, P.E. Date Jennyiuson Date Director of Engineering Services Vice President 28100 Torch Parkway, Suite 400 Warrenville, IL 60555 jhudson@enengineering.com APPROVED AS TO LEGAL FORM: DocuSigned by: J" WUI � 11/22/2021 03F4Gr-& *1 . Assistant C1ty Attorney Date Authorized By Council ATTEST City Secretary Date Contract for Professional Services Page 12 of 12 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 engineering 3 November 2021 City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9200 Attention: Ms. Brittany Mouttet Reference: Proposal 2020-Pl87995V3-2022 Periodic Corrosion Monitoring Survey for the Mary Rhodes Pipeline/Corpus Christi Project#20253A Dear Mr. Francis, EN Engineering, LLC (ENE) is pleased to submit this proposal to conduct the 2022 Periodic Corrosion Monitoring Survey for the Mary Rhodes Pipeline. The 2022 monitoring survey includes approximately two hundred-thirty-one (231) corrosion monitoring stations (CMS), summarized as follows: • Eighty-seven (87) CMS-6 (Anode)test stations on the 64-inch reinforced concrete pipeline; • Four (4) test stations for the steel pipe crossing the Guadalupe River and Victoria Barge canal; and • Forty (40) CMS-1 (Line Current) test stations; • Approximately 100 test stations in areas mostly without CMS-6 test stations (17 locations at new pipeline crossings). The monitoring survey is necessary to verify the effectiveness of the stray current mitigation and hot spot protection systems; and to determine, if there are any changes in stray current levels and/or corrosion activity that may require additional mitigation systems. The stray current and hot spot corrosion protection systems help preserve the operating integrity of this critical pipeline for the City's water supply system. We believe the team we have proposed is uniquely qualified to perform the services required for this important project and we are confident that our experience level will result in a successful project for City of Corpus Christi Water Department. EN Engineering practices professional corrosion engineering services. Our engineering recommendations and designs are prepared without regard to proprietary systems, materials, or components and are always provided in the best interest o our Clients. Our team includes professionals with over 40 years of design and operating experience as it relates to corrosion engineering and corrosion consulting services. Our industry wide expertise focuses on the liquids and gas pipeline, terminals, storage and refining, water and wastewater industry, alternative energy, transit, and commercial markets. With services that include, but are not limited to the following: 1. Corrosion prevention, design, assessment and troubleshooting of above-grade and underground metallic systems and their associated facilities, 2. Stray DC and AC current mitigation and design, 3. Electrical bonding, continuity or electrical isolation design and assessment, 4. Fitness for service, "condition assessment", laboratory analysis, and field failure evaluation 5. Annual survey, specialized survey, indirect and direct survey, troubleshooting services 6. Project management, construction oversite, inspection, and commission Scope/Task: EN Engineering, LLC / 28100 Torch Parkway, Suite 400 / Warrenville, IL 60565 / Page : 1 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 1. Attend a project kick-off meeting to discuss the plan of action and overall project schedule immediately prior to the field survey. 2. Evaluate the effectiveness of the cathodic protection for the two (2) steel water crossings. Testing will include the following: a. Pipe-to-earth "On" and "Instant Off' potential measurements on both sides of the insulating flanges at each of the four test stations. b. Potentials will be measured and recorded with a variable impedance voltmeter using the 1, 10, 25, and 100 meg-ohm impedance levels. C. Anode current output measurements measured and recorded using a M.C. Miller M3-A2 or M3-D ammeter at each of the four (4)test stations. d. Anode-to-earth potential measurements, with the anodes temporarily disconnected, at each of the four (4) test stations. Anode potentials will be measured and recorded with a variable impedance voltmeter using the 1, 10, 25, and 100 meg-ohm impedance levels. 3. Conduct pipe-to-earth "On" and "Instant Off' potential measurements, anode current output measurements, and anode-to-earth potential measurements (with the anodes temporarily disconnected) at the eighty-seven (87) CMS-6 (Anode) test stations. The eighty-seven (87) test stations include the sixteen (16) new CMS-6 test stations and the five (5) new anode ground-beds installed at existing CMS-6 test stations during 2018-2019. Potentials will be measured and recorded with a variable impedance voltmeter using the 1, 10, 25, and 100 meg-ohm impedance levels. Anode current outputs will be measured with a M.C. Miller M3-A2 or M3-D ammeter. 4. Evaluate current flow in the piping at the forty (40) CMS-1 (Line Current) test stations. The detailed evaluation will include the following: a. Measurement of pipe-to-earth potentials at each test station using a variable impedance voltmeter on the 1, 10, 25, and 100 meg-ohm impedance levels. b. Measurement of the pipeline resistance between the IR drop test wires and calculation of current flow magnitude and polarity using a M.C. Miller M3-A2 or M3-D volt/ammeter. C. Measurement of pipe-to-earth potential shift at both ends of the IR drop while current is applied along the IR drop. 5. Conduct a close-interval potential survey (CIS) in vicinity of approximately one hundred (100) existing test stations. The testing would be conducted mostly in areas without CMS-6 test stations and would include: a. fourteen (14) locations where testing during 2015 identified stray current activity and anodes were installed during 2020 to verify that the stray current is mitigated: b. 17 new crossing pipeline locations or other locations as requested to be done due to pipeline failures, etc; C. 69 locations with low potentials (0,40 or less) to verify passivation indicative of low corrosion rates or stray current discharge and/or locations with high potentials (0.60 or higher) not near anode groundbeds that would be indicative of active corrosion or stray current pickup. The close-interval survey would be conducted for a distance of approximately 1,000 feet on either side of the test station or crossing pipeline (total length of CIS at each location would be approximately 2,000 feet). Pipe-to-earth potentials would be measured at an approximate spacing of 2.5 feet using a data logger. 6. Attend teleconference meeting for City Review of completed field activities. 7. Analyze field data and prepare a preliminary engineering report that includes: a. All obtained field data; b. Analysis and conclusions; and C. Detailed recommendations and cost estimates for future testing and modifications to the corrosion control system as required in specific areas. EN Engineering, LLC / 28100 Torch Parkway, Suite 400 / Warrenville, IL 60565 / Page : 2 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 8. Attend a telephonic meeting with the City of Corpus Christi to discuss the preliminary report and prepare a final report that incorporates comments from the City. Project Team: EN Engineering, LLC has a staff of highly experienced and qualified team members available to perform this project. The Corrosion Engineering and Consulting Services business unit contains highly skilled and very experienced project managers, engineers, and drafters responsible for integrity management, code compliance, corrosion control and metallurgical consulting, including: • Registered Professional Engineers (PE) • Certified — National Association of Corrosion Engineers International (NACE) o Corrosion Specialists o Cathodic Protection (CP) Specialists o Senior Internal Corrosion Technologists o Senior Corrosion Technologists o Corrosion Technologists o Internal Corrosion Technologists o Coating Inspector Program (CIP) Level 2 o Coating Inspector Program (CIP) Level 1 o Cathodic Protection (CP) Technologists o Cathodic Protection (CP) Technicians o Cathodic Protection (CP) Testers Key Project Support: Michael J. Szeliga, P.E. - will be the Practice Area Lead overseeing this work. Michael continues to provide technical oversight, technical direction, and the technical review of the corrosion engineering work associated with the cathodic protection design for this project—having done so since 1997. Michael is a Licensed Professional Engineer in Texas and certified by the NACE Institute as a Corrosion Specialist and Cathodic Protection Specialist. All field data obtained by our Houston Office will be obtained as directed by Michael, reviewed by him and any updates, report technical review, and/or design and monitoring recommendations will be directed by him. Bruce Norred, Project Manager- is responsible for the supervision of all field level activities, the field- testing schedule, and overall project performance and project deliverable. Field employees for this work will be certified by the NACE Institute as a Cathodic Protection Tester or higher in technical certification. Schedule: Notice-to-Proceed January 10, 2022 Kick Off Meeting January 24, 2022 Start Field Survey March 1, 2022 City Review Meeting July 19, 20222 Submit Preliminary Report August 23, 2022 City Review Meeting September 14, 2022 Submit Final Report October 8, 2022 EN Engineering, LLC / 28100 Torch Parkway, Suite 400 / Warrenville, IL 60565 / Page : 3 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 Pricing: • EN Engineering proposes to provide services on a Not-to-exceed (NTE) basis consistent with the Rate Schedule and Terms &Conditions attached. ENE's total NTE amount for this proposal is $109,851.00. Project cost estimates are subject to change if any of the listed project assumptions change. A NTE proposal is provided at a level that is fixed in value. An approved change order document is required to proceed beyond the NTE proposal value. This change order document will: • Need to be approved by the Client and returned to ENE prior to proceeding with the scope change in work; or • The Client will need to provide an additional purchase order(or similar written and signed authorization) to proceed. Project Work will be scheduled upon the receipt of a written or signed authorization to proceed and which references this proposal. This proposal is valid till December 31, 2021. Clarifications: This proposal is based upon the project description and scope specifically described in this proposal. Any work or services performed under this proposal will be performed by ENE under the terms and conditions of a contract or agreement that includes the clarifications and/or revision described below. All sections and portions of this proposal are an integral part of this proposal. 1. This proposal is provided in response to your request. Any work or services performed under this proposal will be performed by ENE under the terms and conditions of a contract or agreement that includes the clarifications and/or revision described below. All sections and portions of this proposal are an integral part of this proposal. 2. This proposed project is affected by mobilization and de-mobilization costs to reach the site location with the equipment necessary to conduct the testing. This proposal is quoted to be portal-to-portal. EN Engineering, LLC / 28100 Torch Parkway, Suite 400 / Warrenville, IL 60565 / Page : 4 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 3. This proposal assumes that the project site or pipeline rights-of-way is clear, assessable, and passible to an individual who is walking and carrying up to twenty-five (25) pounds of equipment. 4. This proposal assumes that a Client project representative will be working to support this project and provide access along the alignment. 5. ENE reserves the right to charge stand-by time at T/M rates or have the fixed fee estimate adjusted by a change order process where significant delays are experienced beyond our control. This includes delays related to security access, access and entry into controlled areas, and operational events that limit our ability to proceed while our employees are required or efficiently remain "on-site" to complete a work task during a same site visit. I wish to thank-you for the opportunity to provide proposal. If you have any questions, please call me at 346.772.2092 Sincerely, (' K. Bruce Norred Project Manager Attachment: • PL 102CO1 2022 Rate Schedule • Work Breakdown for Not-to-Exceed Fee Spreadsheet EN Engineering, LLC / 28100 Torch Parkway, Suite 400 / Warrenville, IL 60565 / P a g e : 5 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 Schedule of Rates & Services Consulting Services Integrity, Metallurgy, Corrosion, PSM and Data Consulting Effective January 1, 2022 to December 31, 2022 • • =3=0 . � Integrity, Metallurgical and Safety Management Consulting Services Principal Consultant/Chief Metallurgist $250 Sr. Project Manager/Senior Technical Consultant $200 Project Manager/Technical Consultant $180 Metallurgical Consultant/Engineer II $160 Consulting Engineer/Specialist II $155 Metallurgical Consultant/Engineer 1 $140 Consulting Engineer/Specialist 1 $135 Associate Consulting Engineer/Specialist 11 $115 Associate Consulting Engineer/Specialist 1 $98 Corrosion Engineering Services Principal Consultant $250 Director of Corrosion $220 Sr. Project Manager/Sr.Technical Consultant $200 Project Manager/Technical Consultant $180 Sr. Corrosion Engineer $160 Corrosion Field Supervisor $155 Corrosion Engineer 11 $140 Lead Corrosion Technician $125 Corrosion Engineer 1 $120 Sr. Corrosion Technician $103 Associate Corrosion Engineer $102 Corrosion Technician $87 GIS and Data Services Director of Data Solutions $220 Sr. Project Manager/Senior Technical Consultant $200 Project Manager/Technical Consultant $180 Data/GIS Solution Architect/Consulting Specialist 11 $160 Data/GIS Solution Developer/Consulting Specialist 1 $146 Sr. Data/GIS Analyst $120 Data/GIS Analyst $101 Sr. Data/GIS Technician $84 Data/GIS Technician $68 Data/GIS Associate $56 Support Services Project Controls Engineer $118 CAD Specialist/Designer $105 Sr. Drafter $90 Drafter $82 Project Assistant/Administrative Assistant/Project Controls Specialist $70 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 Notes 1. The above hourly rates include salary, payroll burdens, other overheads and fee. These rates do not include state or local gross receipts, sales, use or other forms of special business or occupation taxes not generally levied by most states. Costs associated with such taxes will be charged at actual cost. 2. Above rates are valid through December 31, 2022 after which they are subject to an annual adjustment based on inflation and changes in the labor market. 3. Overtime approved by the client will be charged at a rate of 1.5 times the regular hourly rate for non- exempt employees (GIS Technician, Sr. GIS Technician, Sr. Drafter, Drafter, Sr. Administrative Assistant, and Administrative Assistant) for time worked over 40 hours per week, weekends and holidays. Exempt employees will be charged at the hourly rate for all hours worked. 4. Travel time shall be invoiced portal to portal at the above rates. 5. An invoice will be submitted at the end of each month based on the work completed that month. Payment for the amount invoiced is due and payable within thirty (30) days following receipt of EN invoice. Invoices not paid within 45 days are subject to a 1.5% per month interest charge. 6. Software will be charged at the rates below, in addition to the above rates for personnel: Pipe Stress Analysis - Caesar II $30/hr Hydraulic Modeling - Synergi SES - Right-of-Way Pro (AC and DC Mitigation Modeling) SES - Multi-Fields (DC Attenuation & EMF Modeling) $50/hr ANSYS Area Isolation Module (AIM) - Synergi $80/hr PRCI Hot Tap $180/run Reimbursable Expenses 6. Reimbursable Expenses are in addition to compensation for basic and additional services and include those expenses incurred by COMPANY in the interest of the project, as identified by the following clauses: 7. Automobile Mileage-Automobile mileage shall be reimbursed at the standard IRS rate for actual miles traveled in the performance of services. Automobile reimbursement will be adjusted in accordance with IRS guidelines. 8. Direct costs incurred in performing the engineering services will be charged at actual cost. Such direct costs include but are not limited to the following: a. Expenses in connection with authorized out-of-town travel charge shall include but not be limited to: airfares, automobile rental, lodging, meals, taxi fares, public transportation and parking. b. Expense of postage, courier and messenger services, and handling drawings, specifications and other documents, in connection with the project. c. Expenses of maps, records, abstract fees, permit fees, supplies etc. 9. Indirect costs incurred related to performing the engineering services will be charged at actual cost plus 10%. Such indirect costs shall include but not be limited to the following: a. Expenses for special services or supplies applicable to the project, such as outside technical consultants, outside laboratory expenses, and other identifiable costs. b. Expenses to provide services supplied by a subcontractor or third party consultant such as field survey services, environmental permitting services, land and right-of-way acquisition services, construction inspection services using a third party subcontractor, or third party geotechnical services. c. Expenses for special equipment that includes, but is not limited to: computer time rental, computer software and hardware, reference materials, tools, testing equipment, cameras, video gear, etc. which has been authorized by client for rental, lease, or purchase authorized by client for rental, lease, or purchase. DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 Corpus Christi Mary Rhodes 2022 Survey Eng Cost 11-30-2021 WORK BREAKDOWN FOR NOT-TO-EXCEED FEE 2022 Periodic Corrosion Monitoring Survey Mary Rhodes Pipeline Corrosion Protection Systems EN ENGINEERING,LLC CITY OF CORPUS CHRISTI,TEXAS Practice Area Sr.Project Project Sr.Corrosion Sr.Corrosion Corrosion Lead Manager Manager Engineer Technician Technician Sr.Drafter Travel Total TASK DESCRIPTION HOURS HOURS HOURS HOURS HOURS HOURS HOURS Expense Task 1 kick-off meeting/schedule/mobilize 20 0 20 0 2 0 0 $0.00 $8,806.00 1a round trip travel for 2,31 4,5(5 trips) 0 0 5 0 45 16 0 $3,000.00 $9,927.00 2 water crossing cp tests(4) 1 0 1 0 8 0 0 $200.00 $1,454.00 3 anode test station survey(87) 4 0 2 0 50 0 0 $1,370.00 $7,880.00 4 IR drop test station survey(40) 4 0 2 0 20 20 0 $1,370.00 $6,530.00 5 cis 100 test stations 4 0 6 0 150 150 0 $4,510.00 $35,090.00 6 meeting(teleconference) 4 0 4 0 0 0 0 $0.00 $1,720.00 7 data analyses/preliminary report 54 0 8 0 100 0 32 $0.00 $28,120.00 8 meeting(teleconference)/final report 32 0 4 0 8 0 6 $240.00 $10,324.00 TOTALS 123 0 52 0 383 186 38 RATE $250.00 $200.00 $180.00 $160.00 $103.00 $87.00 $90.00 FEE $30,750.00 $0.00 $9,360.00 $0.00 $39,449.00 $16,182.00 $3,420.00 $10,690.00 $109,851.00 Total Fee for Personnel $99,161.00 Travel Expense $10,690.00 TOTAL PROJECT $109,851.00 Date prepared:April 14,2021 Prepared by:Michael J.Szeliga,P.E. Notes: Edited B.Norred 11-03-2021 1.This fee calculation corresponds with the approximate scope of services included in the 2015 Corrosion Monitoring Survey Report. 2.Expenses are estimated at$600.00 per round trip airline ticket and$170.00 per day per diem expenses. No mark-up is added to travel expenses. Corpus Christi Mary Rhodes 2022 Survey Eng Cost 11-30-2021 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 QQ Q 0 0 0 0 0 0 0 0 0 0 0 0 O O O O co O O O Co Co Co Lf) M Lf) p L Q 0 0 0 0 0 L(') O O ~ ~ ~ O o 0 M eco L E O Lf) M N CO N U N d O C, (, a) LU -0 �. a) Q 0) 0 0 0 0 0 0 0 o 0 0 0 0 0 0 0 J E T D O O O O O o 0 o m m m o O O O a U) m 0) 0 0 0 0 0 0 0 r-- r; 0 rl- rl g 0 C V ua O Lf) O Lf) O N N Lf) Nt 0 0 Lf) r-- Lf) r-- Lf) CQ N rl- N 0 E fCM L6f L6f 0 U m EfJ EfJ EfJ EfJ EfJ EfJ EfJ EfJ EfJ EfJ W O O 00 O O O O Q Q Q O 00 O 0 0 0 0 0 0 0 0 pp pp pp O 0 0 0 J V O O 00 O 0 0 0 ♦— ♦— 0 00 O O '0 0 O H-? H-? O O H-? H-? O O O 00 H > 0 H? E!3 EJ? E!? E!? LLV 2 O O 00 O o 0 o 0 0 0 0 O O O LV N O O O O O O O O m m m 0 O O O 0 0 00 0 0 0 0 ♦— ♦— 0 O O O Z •� O O LO LO LO LO > - ua a a w O O O O O O O O Q Q Q O O O o 0 0 0 0 0 00 o o O O O U 00000 00 m m m 01-- 0 000 W L o ua 0 ua ua 0 0 ua ua O 0 0 O W Q ti LO LO U — H N ? IB V M r WO O O O O O O O Q Q Q O O O O E � � O +� 0 6 6 0 yam, 1 0 0 0 0 0 O N N q* O CO IB W Z Z O 0 0 ti 0 N O r CO I- N ti O W 11 r+ H O D M M 00 N m O m N U W V Q V 60 Ef} Ef} Ef} Ef} Ef} Ef} Ef} Ef} Ef} O 0 vj J O C ,V N O O O O O o 0 o 0 0 0 0 O O O Z O O O O O O NO > 0 0 0 0 0 0 O O r-- l-- ♦— ♦— r-- O rl- rl- -4 Z ua ua LC) O Lf) 64a 64a N N Lf) N rl- J O — N O N CQ CQ N CQ coE ua ua ua ua Ua Ua 64a Q U Q 0 e O 0 0 00 0 O O O Q Q Q O O O OW CO O O O O O O o 0 m m m 0 O O O LV i � 0 0 0 0 0 O 0 0 0 1 0 O O O U U Z 643 0 H-? 643 O H-? N H-? N O N N o o o o V O v o E 64a 64a 64a 64a � � 6 22 °' C) LL z O O O O O O O O Q Q Q O O O 0 m0 o cuf + 0 0 99 0 0 0 o m m m o 0 0 0 0 0 0 0 0 0 0 0 1 0 O O O CO Zt m 0 0 0 0 0 0 64a 64a 0 0 0 0 = W cu U ua � � 6 E o64a � � � � � ca a O U Z �` E U ` Q' J C/) vi cn �, Ui W LU . p p Z o vi m p 2 cn L > O U d Q O M � > U) cn ca ca O c - �, Q 0 cu FO to (n p U m E a� �, o Q o E °_ m 0- to cn C V E L A /Q� E cn � J a� fC E (D .2 o � cn c6 U � c6 O O a cB m a- Q co U U) Q6- a O U) U) cn CO Q H Z Q Exhibit B Page 1 of 1 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have 3-year reporting period provisions or be maintained for 3 years after project completion. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, with the exception of professional liability, which may be on a per claims made 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. Consultant is required to provide City with renewal Certificates. 1 Rev 12/20 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 1.5 Consultant is required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non-renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2 Rev 12/20 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 EXHIBIT D Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services is NULL to this Agreement. EXHIBIT D Page 1 of 1 DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 SUPPLIER NUMBER TO BE ASSIGNED BY CITY— PURCHASING DIVISION 4r►,r.r� City of CITY OF CORPUS CHRISTI Corpus DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, as amended,requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: EN Engineering LLC P. O. BOX: STREET ADDRESS: 28100 Torch Pkwy, Suite 400 CITY: Warrenville, IL zip: 60555-3938 FIRM IS: I. Corporation ❑ 2. Partnership 3. Sole Owner E]4. Association 5. Other LLC DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name NSA Job Title and City Department(if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name NSA Title 3. State the names of each"board member" of the City of Corpus Christi having an"ownership interest" constituting 3% or more of the ownership in the above named"firm." Name NSA Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name NSA Consultant DocuSign Envelope ID:630F2B9E-3BCO-44ED-B9EB-DF7F7D28F537 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public ingeneral or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: Jenny Hudson, PE Title: Vice President (Type or Print) Signature of Certifying Date: 11/15/2021 Person: DEFINITIONS a. `Board member." A member of any board, commission, or coimnittee appointed by the City Council of the City of Corpus Christi, Texas. b. `Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi,Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. rLr vill 7'7 77 Yoakum Wharton N iley Speaks 183 87 EI Campo Colorado River Bay Cum city Yorktown 8D, JLake Texana rdheim Nursery I , ; 183 Victoria Phase 2 X54; ti., Goliad 1p_ Pr,in r;ne fort tw^.;;t: lords Phase 1 Pt7r L �vac4t 59 185 zs9; r35 y Indianola ?J Tivoli �+ Port O'Connor 4 PROJECT LOCATION Refu Wood ro Fvijmgord r I ::r~11r 1510net 5iri? Corpus Christi Od Aransas Pass Portland Port Aransas „ Corpus Christi tars Mustang Island 11 ;, LOCATION MAP NOT TO SCALE Project Number: E13068 ■ Mary Rhodes Pipeline CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI,TEXAS Cathodic Protection Upgrade DEPARTMENT OF ENGINEERING SERVICES Capital Improvement Plan 2022 thri, 2024 City of Corpus Christi, Texas Project# E13068 Project Name Mary Rhodes Pipeline Cathodic Protection Upgrade Type Improvement/Additions Department Water Supply ti ry• ryry Mn .. Useful Life 40 years Contact Director of Water Utilities = Category Water Supply Priority 1 Critical-Health&Safety " k;§ Status Active Description GHR Cathodic protection is necessary to protect buried pipeline from corrosion.The cathodic protection system for Mary Rhodes Pipeline Phase 1 was installed in 1990s,and is close to end of its service life. This project includes installation of 6 new test stations with zinc anode ground beds, installation of zinc anodes at 15 existing test stations,and removal and replacement of portions of test station components at 126 existing test stations. Justification Consistency with the Comprehensive Plan:Policy Statements pp.48: 1,3&6;pp.55-57;Water Master Plan This project will improve service life of Mary Rhodes Pipeline Phase 1 and accordingly reduce future operational and maintenance costs. Expenditures Prior Years 2022 2023 2024 Total Construction/Rehab 580,700 550,000 1,130,700 Inspection 25,526 25,000 50,000 100,526 Design 182,000 200,000 382,000 Contingency 50,000 50,000 Eng,Admin Reimbursements 50,320 25,000 50,000 125,320 Total 838,546 250,000 700,000 1,788,546 Funding Sources Prior Years 2022 2023 2024 Total Revenue Bonds 838,546 250,000 700,000 1,788,546 Total 838,546 250,000 700,000 1,788,546 Budget Impact/Othcr This project will improve service life of Mary Rhodes Pipeline Phase 1 and accordingly reduce future operational and maintenance costs. 285 se G� O'1 +-� H V �oRPORP�g4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Jeffrey Edmonds, P.E., Director of Engineering Services jeffreye(o-)-cctexas.com (361) 826-3851 Dante Gonzalez, Interim Director of Parks & Recreation danteg(a-)cctexas.com (361) 826-7323 Heather Hurlbert, CPA, CFGO, Director of Finance & Procurement heatherh3�cctexas.com (361) 826-3227 Professional Services Contract West Guth Park Enhancements (Bond 2020 — Proposition B) CAPTION: Motion awarding a professional services contract to Halff Associates Inc., Corpus Christi, Texas, to provide design, bid, and construction phase services for the West Guth Park Enhancements in an amount of$174,940.00, located in Council District 1, with FY2022 funding available from the Parks and Recreation Bond 2020 Fund. SUMMARY: This motion approves a professional services contract for the design, bid, and construction phase services of the West Guth Park Enhancements project. This project is to design a new above ground pre-manufactured type skate park, picnic areas with shade structures, barbeque pits, restroom, additional parking spaces, playscape and swings, accessible walkways to new amenities, and sight lighting for skate park and parking lot. BACKGROUND AND FINDINGS: On November 3, 2020, voters approved the City of Corpus Christi's Bond 2020 Program for a total of$75 million with 42 infrastructure projects. The propositions passed included projects for streets, parks, and public safety improvements. Proposition B — Parks, included $2 million dollars budgeted for West Guth Park Enhancements. Enhancements include a new above ground pre-manufactured Skate Park, picnic areas with shade structures, barbeque pits, restrooms, additional parking spaces, playscape and swings, accessible walkways to new amenities and sight lighting for the skate park and the additional parking lot. In the FY 2022 budget, funding was included to build a dog park in West Guth Park. City Staff will amend this project's scope of work to include the design of the recently approved dog park. PROJECT TIMELINE: 121 — 2022 20221 - 2023 January — June J A S October — March Design Bid/Award Construction Project schedule reflects City Council award in December with anticipated completion in March 2023. COMPETITIVE SOLICITATION PROCESS: On January 6, 2021, the Contracts and Procurement Department issued a Request for Qualifications 3409 for Professional Engineering Services for the West Guth Park Enhancements project. The City received a total of four Statements of Qualifications. The selection committee consisted of representatives from Engineering Services, Parks & Recreation Department, and the Marina. Firms were ranked according to 1) firm's experience and qualifications of firm; 2) team's experience and qualifications; 3) understanding of project scope based on understanding of scope of services, ability to maintain schedules, cost, and quality controls. The committee selected Halff Associates Inc. as the best qualified firm. Halff Associates Inc. holds a variety of experience designing and developing parks and has a long history of working with the City of Corpus Christi on Parks & Recreation planning and design projects. Halff is currently working on the 10-Year Parks & Recreation Master Plan and the Bill Witt Park Site Plan. ALTERNATIVES: The alternative is for staff to reject the proposal and re-solicit for the design of the park improvements. This would delay the project. FISCAL IMPACT: The fiscal impact in FY2022 is an amount of$174,900.00 with funding available from the Parks and Recreation Bond 2020 Fund. FUNDING DETAIL: Fund: Park and Recreation 2021, Bond 2020 (Fund 3296) Mission Elem: Maintaining Park and Recreation Facilities (141) Project No.: West Guth Park (Project No. 21084) Account: Outside Consultants (550950) Activity: 21084-3296-EXP Amount: $179,940.00 RECOMMENDATION: Staff recommends that City Council authorize the award to Halff Associates, Inc. for the design, bid, and construction phase services of the West Guth Park Enhancements. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Map Contract Evaluation Matrix CIP Page PROJECT LOCATION N SCALE: N.T.S. (".B J tl a VPM1 LOCATION MAP NOT TO SCALE 77-77 PROJECT LOCATION NUECES BAY AN NAVI LLE oti l/ c pR w N Z Z SHIP CHANN 0 CORPUS CHRISTI Fp z ACRO A, Q o LEOPARD g U 0 a z 44 44 CORPUS CHRISTI p 6q �p�/i� 286 INTERNATIONAL t= AIRPORT 358 MOFtGP z N rn y N (D O� <v G F '�` �2 cgRp<F ,,Co Q°eco 's" m� V VICINITY MAP NO<<Y NOT TO SCALE PROJECT NUMBER: 21084 CITY COUNCIL EXHIBIT WEST G U T H PARK CITY OF CORPUS CHRISTI,TEXAS VAI DEPARTMENT OF ENGINEERING SERVICES 3 SCALE: N.T.S. PROJECT LOCATION Up Ak I 0 � ® i TULOSO MIDWAY HIGHSCHOOL fill Aft r " ooq o u Z ,..� AERIAL MAP NOT TO SCALE PROJECT NUMBER: 21084 CITY COUNCIL EXHIBIT WEST G U T H PARK CITY OF CORPUS CHRISTI,TEXAS VONI DEPARTMENT OF ENGINEERING SERVICES RFQ NO. 3409 Engieering Services for West Guth Park Proposal Evaluation Halff Hanson Dykema Ardurra Engineering MINIMUM QUALIFICATIONS(PASS/FAIL) Pass Pass Pass Pass Licensing/Certification J J No material lawsuits during last 5 years J J No material regulatory issues last 5 years References Provided for firm TECHNICAL PROPOSAL (50 PTS) 47 44 37 36 Firms'Experience(15 pts) 15 13 11 11 Team's Experience(15 pts) 14 14 12 11 Understanding of Project Scope(20 pts) 18 17 14 14 INTERVIEW(50 PTS) Firms'Experience(15 pts) Team's Experience(15 pts) Understanding of Project Scope(20 pts) Total .gyus c SERVICE AGREEMENT NO. 3975 o H CONTRACT FOR PROFESSIONAL SERVICES 8 �N�ORPnPPS EQ. 1852 FOR PROJECT 21084 WEST GUTH PARK DESIGN The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Halff Associates, Inc. 9500 Amberglen Blvd. Build F Suite 125 Austin,Texas 783301 (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL.......................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................5 ARTICLE V OPINIONS OF COST ......................................................................5 ARTICLE VI INSURANCE REQUIREMENTS......................................................5 ARTICLE VII INDEMNIFICATION .........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT ....................................................7 ARTICLE X OWNER REMEDIES .......................................................................7 ARTICLE XI CONSULTANT REMEDIES.............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS .................................................10 EXHIBITS Contract for Professional Services Page 1 of 12 ARTICLE I —SCOPE OF SERVICES 1.1 City and Consultant agree that the services provided are properly described in the Scope of Services, which is incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. Consultant will perform the Services in accordance with Exhibit A and with Consultant's response to the Request for Qualifications related to this project, which response is incorporated by reference into this Agreement as if set out here in its entirety. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts, excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A-1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. Contract for Professional Services Page 2 of 12 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 1.10 The Consultant agrees to conduct all communication through and perform all project-related functions utilizing the City's project management system known as e-Builder. This includes all correspondence, submittals, payment requests and processing, contract amendments and construction phase activities. ARTICLE II —QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $174,940.00 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time Contract for Professional Services Page 3 of 12 of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. Consultant shall indemnify and hold City harmless from any liens, claims, security interests or encumbrances filed by anyone claiming by, through or under the items covered by payments made by City to Consultant. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. Contract for Professional Services Page 4 of 12 ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Procurement Division. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.3 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.4 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.5 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project" refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, Contract for Professional Services Page 5 of 12 officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII —TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement Contract for Professional Services Page 6 of 12 showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; Contract for Professional Services Page 7 of 12 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, epidemics, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within 21 calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. Contract for Professional Services Page 8 of 12 12.1.4 Within 30 calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have 30 calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within 30 calendar days after a Party delivers a written notice of such dispute,then the Parties shall proceed with the mediation process contained herein. 12.2.2.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.2.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than 30 or more than 90 calendar days following the date of the request, except upon agreement of both parties. 12.2.2.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within 30 calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.2.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Contract for Professional Services Page 9 of 12 Agreement. 12.5 In case of litigation between the parties, Consultant and City agree that they have knowingly waived and do hereby waive the right to trial by jury and have instead agreed, in the event of any litigation arising out of or connected to this Agreement, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 12.6 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function solely for the public benefit. Nothing in this Agreement shall be construed to waive City's governmental immunity from lawsuit, which immunity is expressly retained to the extent it is not clearly and unambiguously waived by state law. ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Provisions Required by Law. Each applicable provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were physically included herein. 13.3 Public Information. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Consultant agrees that the contract can be terminated if the Consultant knowingly or intentionally fails to comply with a requirement of that subchapter. 13.4 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.5 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.6 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.7 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. Contract for Professional Services Page 10 of 12 13.8 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.9 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.10 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 13.11 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. 13.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, the Consultant's response to the Request for Qualifications related to this project, or in any other document prepared by Consultant and included herein, is in conflict with Articles I-XIII of this Agreement (Articles), the Articles shall take precedence and control to resolve said conflict. [Signature Page Follows] Contract for Professional Services Page 11 of 12 CITY OF CORPUS CHRISTI HALFF ASSOCIATES, INC. Jeff Edmonds, P.E. Date Chris Caron, P.E Date Director of Engineering Services 711 N Carancahua St, Suite 1190 Corpus Christi, Texas 361-400-4600 ccaron(ftalff.com APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Authorized By Council ATTEST City Secretary Date Contract for Professional Services Page 12 of 12 ppm HALFF 41955 October 22, 2021 Mr.Jeffrey H. Edmonds, P.E. Director of Engineering Services City of Corpus Christi 1201 Leopard St. Corpus Christi, Texas 78401 RE: 21084 West Guth Park Dear Mr. Edmonds, Halff Associates Inc. is pleased to submit this proposal for professional design services for the above referenced project. Per our understanding of the requirements, the attached proposal is comprised of the Scope of Professional Services(Exhibit'A'), Tentative Schedule(Exhibit'B')and the Basis of Compensation (Exhibit 'C' We appreciate the opportunity to provide the services indicated herein and look forward to working with the City on this project. Please feel free to contact me if you have any questions or comments concerning this proposal. Sincerely, Brian Binkowski, PLA, ASLA Senior Landscape Architect I Project Manager HALFF ASSOCIATES,INC. 9500 AMBERGLEN BLVD.,BUILDING F,SUITE 125 TEL (512)777-4600 WWW.HALFF.COM AUSTIN,TX 78729 FAX (512)252-8141 Exhibit A EXHIBIT "A" Scope of Professional Services West Guth Park Enhancements CITY of Corpus Christi, Texas SERVICES TO BE PERFORMED BY CITY Design Studies, Data, Criteria • Design survey with deliverables as follows: Digital Terrain Models (DTM) and the Triangular Irregular Network (TIN) files in AutoCAD format. Maps, plans, or sketches prepared by the Surveyor showing the results of field surveys. Computer printouts or other tabulations summarizing the results of field surveys. Digital files or media containing field survey data (ASCII Data files). Maps, plats, plans, sketches, or other documents acquired from utility companies, private corporations, or other public agencies, the contents of which are relevant to the survey. Field survey notes, as electronic copies, • As-built plans for existing facilities the park property if available. • Existing geotechnical reports and data for existing facilities within the park properties if available for reference only. CITY to provide geotechnical testing and data for the design of this project. • Utility information (plans, maps, etc.) both current and archived within the CITY of Corpus Christi, if available. • All available current City of Corpus Christi GIS data, aerials and available survey information to date. • Provide available information and studies on existing drainage areas on and off-site. • Provide hydraulic design criteria for project design. • Provide standard details and specifications as necessary to assist CONSULTANT. Agreements, ROW, Utilities • Provide copies of all licensing agreements, utility agreements, survey documents for right-of-way and easements, and other legal instruments related to the project. • Prepare and coordinate any required Licensing and/or Utility Agreements. • Acquire right-of-entry on any property not owned by the CITY should it be determined necessary to complete the scope of work identified within this agreement including survey, geotechnical and design team access. • It is the CITY's responsibility to facilitate and coordinate with private property owners, if deemed necessary. • Provide ROW acquisition if required. • Utility coordination for relocations. • Fiber optic conduit design in ROW and servicing the site improvements. • Provide environmental clearances if required. Page 1 of 8 Exhibit A HalffAssociates Inc. West Guth Park Enhancements—City of Corpus Christi October 22, 2021 Design Coordination, Miscellaneous • Provide direction necessary for aesthetic treatment of proposed structures, amenities and improvements. • Provide a CITY team consisting of Engineering, Parks & Recreation, Development Services and other internal department members to provide consistent and thorough review/communication throughout design and permitting process. • Pay/waive all CITY filing, permit review, application, and inspection fees. • Provide any other pertinent information to assist CONSULTANT. • CITY will provide construction inspections. SCOPE OF WORK TO BE PERFORMED BY CONSULTANT Project Understanding The purpose of the services proposed herein is to provide professional consulting services consisting of landscape architecture, civil engineering, electrical engineering, and structural engineering necessary for the development of the West Guth Park Enhancements (the project) per program/design elements as follows: • Skate Park/Plaza • Restroom (2 male/2 female, open air, CMU structure) • Parking Lot (20-25 spaces) • Playscape (ages 2-5) —equipment, surfacing and install to be cooperative purchase by the City. • Swings (ages 2-12) — equipment, surfacing and install to be c000perative purchase by the City. • Picnic Tables/Pads (12 total, cover TBD, 8 with accessible walkways to adjacent trail, 7 with BBQ pits). • Accessible walkways to new amenities as needed. • Site lighting for skate park/plaza and parking lot. • On-site wet utility services for new restroom. Construction Development Budget A construction development budget is established at: $1.4 million (including a $100,000 construction contingency allowance). Professional design services are not included. The City has accounted for the following items separately: design survey, geotechnical testing and design recommendations, construction materials testing, engineering administration, interdepartmental charges, planning and permits. Design Assumptions / City Direction • Skate park/plaza design provided by SUBCONSULTANT New Line Skateparks, Inc. Public input from the local skate community is not provided. CITY's preference is to rely on the SUBCONSULTANTS recommendations and experience with similar community projects base on size and within CITY's budget. • City intends to purchase play equipment, surfacing and installation of through a cooperative purchase (Buy Board, US Communities, or equivalent cooperative purchasing). Page 2 of 8 Exhibit A HalffAssociates Inc. West Guth Park Enhancements—City of Corpus Christi October 22, 2021 • Restroom building to be pre-engineered/pre-fabricated structure (CorWorth or equivalent). CONSULANT will work with CITY on preferred building type and look. CONSULTANT will provide bid performance specifications for the building. • Stormwater detention design is not included and may be provided as an additional service if required. • A Storm Water Management Plans is provided and will be limited to the immediate area of development for this project and shall not encompass the entire West Guth Park. If the entire park needs to be included this will be an additional service. • Pavement and foundation design will be based upon recommendations provided by a geotechnical engineer hired directly by the CITY. • Bidding will be a Competitive Sealed Proposal (CSP) due to the specialty construction required for the skate park/plaza. Given the above stated services to be performed by the CITY and CONSULTANT and project understanding, CONSULTANT will provide the following scope of basic services per phases and tasks listed once the CITY has issued an executed agreement: BASIC SERVICES The proposed basic services, which are outlined below, shall include the following professional design services: schematic design/design development, construction documents, regulatory permitting, bidding assistance, and construction phase services. 01: SCHEMATIC DESIGN/DESIGN DEVELOPMENT (3.5 months, includes CITY staff review) This phase will include the following: • Project coordination/kick-off meeting with design team and City staff(1 virtual meeting). • Prepare project base map using all current available GIS and site data for the project site. • Prepare preliminary 2D schematic concept drawings to define the general character and essentials of the project concept, including visual description of material and illustrative plans, sketches and/or details as necessary to convey the design concept. Submit to CITY Engineering and PARD staff. (1 virtual meeting to discuss design ideas) • Review preliminary concepts with CITY staff(1 virtual meeting). • Prepare design development drawings (30% design) incorporating concept review comments and Opinion of Probable Construction Costs (OPCC) for proposed work including appropriate escalation factors and contingencies. A photorealistic 3D rendering of the skate park element will be provided. Submit to City Engineering and PARD Staff. • Review final design development drawings and OPCC with CITY staff(1 virtual meeting). NOTES: 1) Digital drawings and documents to be submitted to the Engineering/PARD Staff for review and comment throughout this phase to expedite the design/decision making process. 2) Skate Park: In-person public meetings/design workshop can be provided as an additional service ($6,260.00 per mtg.). Page 3 of 8 Exhibit A HalffAssociates Inc. West Guth Park Enhancements—City of Corpus Christi October 22, 2021 3) Skate Park: Online Public Design Input Survey for design can be provide as an additional service ($2,000.00). 02: CONSTRUCTION DOCUMENTS (3.5 months, includes CITY staff review) Upon CITY's approval of the Design Development drawings and OPCC, the CONSULTANT will develop working/construction drawings and technical specifications necessary to construct the work. Construction drawings may include, but not be limited to the following information: general construction and project specific notes, utilities, grading, drainage, dimension control/layout, erosion/sedimentation/tree protection, site construction details, site electrical plans, and structural light pole details. As noted above in the Design Assumptions/City Direction section, storm water detention design is not included. CONSULTANT shall compliment drawings with Contract Documents and Technical Specifications including quantity take-offs, which describe materials, systems and equipment, workmanship, quality and performance criteria required for the construction of the work. Plans will be used for approval and permitting with regulatory entities, bidding and implementation of the project. As noted in This phase will include the following: • Coordinate construction drawings with other team members. • Attend pre-development meeting with CITY Development Services if required (1 virtual meeting). • Prepare ninety percent (90%) construction drawings, Storm Water Quality Management Plan and OPCC including appropriate escalation factors and contingencies. Submit to CITY Engineering and PARD Staff. • Review 90% construction drawings and OPCC with CITY staff(1 virtual meeting). • Prepare 100% final construction drawings and specifications (Signed/Sealed), reports, permit applications, and other documents required for permitting; update OPCC including appropriate escalation factors and contingencies. • Review 100% construction documents with CITY staff prior to permitting (1 virtual meeting). 03: REGULATORY PERMITTING (2 months) Upon CITY's approval of the Construction Documents and OPCC, the CONSULTANT will assist with regulatory submittals and permitting. This phase will include the following: • CONSULTANT shall submit the appropriate plans and documents to Development Services (DS) (copy Engineering and PARD) and the Texas Department of Licensing and Regulation (TDLR) for accessibility compliance with the 2012 Texas Accessibility Standards (TAS). • Review DS and TDLR comments with CITY staff and PARD (2 virtual meetings). • Address DS and TDLR comments/revise plans and documents as needed to secure Site Development Permit. NOTE: 1) Two (2) iterations of plan review comments included, additional comments will be subject to an additional services. 2) All City filing, permit review, application and inspection fees to be waived for CITY projects. 3) TDLR project registration, review and inspections fees to be billed as reimbursable expenses. 4) Deliverable quantities for permitting required by the CITY and/or regulatory Page 4 of 8 Exhibit A HalffAssociates Inc. West Guth Park Enhancements—City of Corpus Christi October 22, 2021 entities;plans, specification, reports, etc. to be billed as reimbursable expenses 04: BIDDING PHASE SERVICES (2 months) Upon CITY's approval and permitting of Construction Documents, CONSULTANT shall assist the CITY during the bid process. This phase will include the following services: • Assist the CITY with preparing and organizing proposal solicitation for Competitive Sealed Proposals (CSP). • Attend and assist the CITY with a pre-bid conference (1 virtual meeting). • Address contractor RFI's, prepare and issue addenda as required. • Attend, review/evaluate proposals with CITY staff(1 meeting). Final evaluation and scoring to be provided by the CITY. • Provide written recommendation to CITY if required. • Once approved by CITY Staff, attend CITY Council meeting for award of construction contract as required (1 meeting). 05: CONSTRUCTION PHASE SERVICES (7 months) CONSULTANT shall assist the CITY during the construction process. CONSULTANT shall endeavor to secure compliance by the contractor to the plans and specifications. CONSULTANT shall not be responsible for construction means, methods, techniques, sequences or procedures in connection with the work and CONSULTANT shall not be responsible for the contractor's errors or omissions or failure to carry out the work in accordance with the contact documents. CITY will provide and pay for construction inspection and materials testing services, and perform site and building inspections. This phase will include the following: • Attend and conduct a pre-construction meeting (1 meeting). • Provide constructions observation — preparation and processing of Requests for Information, Change Proposals, Change Orders, Change Directives, Field Orders, review/approval of shop drawing, submittals, samples and mock-ups (as required). • Attend and assist with monthly progress meetings. Estimate construction time 6 months (6 meetings). Consultant will assist with recording and keeping minutes of all meetings. • Assist with review and approval of contractor's monthly Application and Certification for Payment. • Attend and assist the CITY with substantial completion inspection and walk-thru including concurrent TAS inspection; issue punch list for incomplete items including time for completion and issuing letter of substantial completion if required (1 site meeting). • Attend and assist the CITY with final inspection for acceptance of project and issue letter of concurrence if required (1 meeting). • Assist the CITY in receiving warranties, accurate as-built drawings and other documents required to close-out project from the contractor. • Assist with review and approval contractor's final Application and Certification for Payment including retainage. Page 5 of 8 Exhibit A HalffAssociates Inc. West Guth Park Enhancements—City of Corpus Christi October 22, 2021 SUPPORT SERVICES The following services are support services to provide CITY requested warranty services prior to expiration of the contractors one year warranty period. 06: WARRANTY PHASE SERVICES (Prior to 1 year after project final acceptance) CONSULTANT shall assist the CITY and attend a warranty walk no later than one month prior to expiration of the contractor's one year warranty period from final acceptance of the constructed project. CONSULTANT shall provide list of recommended items to be replaced or repaired that qualify as warranty items that are not the result of: normal use, misuse/vandalism, exposure to natural elements/processes, improper maintenance and operations of constructed facilities/amenities. EXCLUSIONS I ADDITIONAL SERVICES The following services are not included within the scope of basic services. Should CONSULTANT be required to provide services in obtaining or coordinating compilation of this information, such services shall be performed as Additional Services. Additional Services shall only be provided if previously authorized by the CITY. Additional Services may include, but not be limited to, the following: • Design Survey. • Public stakeholder meetings and/or other presentations/facilitation beyond those described in scope of services. • Increase in construction documentation, regulatory entitlement, bidding assistance and construction phase services resulting from increase in development budget of more than 10% beyond design development phase. • Revisions to drawings previously approved by the CITY and regulatory entities due to changes in: Project scope, budget, schedule, unforeseen subsurface construction conditions or when such revisions are inconsistent with written approvals or instructions previously given; enactment or revision codes, laws, or regulations subsequent to the preparation of such documents. • Preparation of phased bid package(s) with reduced scope of items defined herein, including construction drawings and specifications. • Any design work that will require work in the ROW or impact traffic entering and exiting the public and private ROW not accounted for in basic scope of services. • Traffic Impact Analysis. • Detailed cost estimating services or independent cost estimating by a third party. • Energy/Utility modeling of buildings. • Preparation of re-bid documents due to unsuccessful bid and value engineering beyond CITY and CONSULTANTS control. • Temporary Traffic Control Plans conforming to Texas MUTCD. • Reviewing and evaluating alternate designs proposed by contractor during construction. • Construction Staking. • Construction quality control and materials testing. • As built/Improvements surveys after construction. Page 6 of 8 Exhibit A HalffAssociates Inc. West Guth Park Enhancements—City of Corpus Christi October 22, 2021 • Preparation of Record Drawings from contactor as-built plans after construction. • Structural design for site retaining walls, drainage structures, etc. • Structural design calculation package(s). • Storm Water Pollution Prevention Plan (SWPPP), to be provided by contractor. • Services required after final acceptance of constructed work, unless otherwise scoped. • Preparation of presentation materials for marketing or purposes other than in-progress approvals. • Provide consultation, drawings, reports and other work products related to permits, approvals and ordinances not described in scope of services. • Providing professional services for the field selection of plant materials. • Shade Structure Design (other than pre-engineered structures). • Bridge Design (other than pre-engineered structures). • On-site Dry Utility Design —telephone, cable, fiber, electric, and gas unless otherwise scoped. • Voice/Data System, Fiber Optic Network, Access Control/Security System and Audio System design. (Provisions —jboxes and extra conduit provided into building structures only). • LEEDs/Green Building/LID/SITES compliant design. • Engineering Commissioning, required on buildings with more than 40 tons A/C. • Energy Re-sale load and Energy Rebate forms. • Utility coordination for relocations. • Design of utility extension(s) to the project site. • Analyzing or simulating water supply networks. • Design or specifications of grinder pumps, force mains, lift stations and sump pumps. • Design of irrigation pump stations. • Geotechnical investigation and recommendations. • Storm water detention design. • Detailed Flood Plain Analysis. • FEMA CLOMR and/or LOMR preparation or submittal. • Flood Elevation Certification for A and V FEMA flood hazard zones. • Waters of the US 404 permitting through Army Corp of Engineers (USACE) • Environmental services (Threatened & Endangered Species Evaluation). • Geological Assessment. • Archeological Assessment. • Hazardous Site Assessments. • Asbestos Survey. • Property Title Research. • Coordination with individual property owners. • Legal Lot Determinations unless defined within scope of services. • Preparation of multi-use agreement(s), license agreement(s), unified development agreement(s), restrictive covenant(s) and exhibits. • Survey documents for right-of-way and easements. • Preparation and processing of Waivers, Variances or Exceptions. Page 7 of 8 Exhibit A HalffAssociates Inc. West Guth Park Enhancements—City of Corpus Christi October 22, 2021 • Variances from City codes and regulations. • Zoning services. • Any services related to ROW and Land Acquisition. • ROW mapping exhibits and meets and bounds documentation required for ROW acquisition. • Assistance or representation in litigation concerning the property of proposed project. • Conflict Resolution. • Engineers' certificates. The Engineer shall not be required to execute any documents subsequent to the signing of this Agreement that in any way might, in the judgment of the Engineer, increase the Engineer's risk or the availability or cost of his professional or general liability insurance. • Windstorm Engineering, Inspections, Certification for exterior work (TDLR-WPI). • Providing services other than those outlined in scope of services. END OF EXHIBIT `A' —SCOPE OF PROFESSIONAL SERVICES Page 8 of 8 Exhibit A HalffAssociates Inc. West Guth Park Enhancements—City of Corpus Christi October 22, 2021 Exhibit B Tentative Schedule West Guth Park Enhancements CITY of Corpus Christi, Texas 2021 2022 Dec. Jan. Feb. March April May June July Aug. Sept. Oct Nov. Dec. 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 1 3 4 1 2 3 4 1 1 1 2 1 3 1 4 1 1 2 3 4 Phase Tasks I Description 1 Schematic Design/Design Development(3.5 months) 1.1 Kick-off meeting/Base preparation 1.2 Preliminary Concept Development(1 progress virutal mtg.) 1.3 Concept review by CITY staff/comment review. 1.4 30%Design Development Documents Preparation 1.5 Design Development Document review by CITY staff/comment review. 2 Construction Documents(3.5 months) 2.1 Predevelopment Mtg./Design team coord. 2.2 90%Construction Document Preparation 2.3 90%Construction Document review by CITY staff/comment review 2.4 100%Construction Documents Preparation(Signed/Sealed) 2.5 100%Construction Document review by CITY staff/comment review. 3 Regulatory Permitting(2 months) 3.1 Development Service Permit Review/TDLR Review. 3.2 Review DS/TAS comments with CITY staff. 3.3 Address DS/TAS comments to secure permits. 3.4 UBC WCID 4 Bidding Phase Services(2 months) Assist with Competative Sealed Proposal/bid document preparation Pre-bid Conference Bid RFIs/Addenda as required Bid proposal evaluation/recommendation 5 Construction Phase Services(7 months includes close-out) 6 Warranty Phase Services(1 year after completions of construction) Note:This schedule is tentative and general design and review time may adjust overall project timeline. Halff Associates, Inc. Exhibit"B" October 22,2021 West Guth Park Enhancements-City of Corpus Christi Exhibit C Basis of Compensation West Guth Park Enhancements CITY of Corpus Christi, Texas Original Amendment No. Amendment No. Amendment No. Total Contract Phase: Basic Services: Contract 1 2 3 1 Schematic Design/Design Development $36,355.00 $36,355.00 2 Construction Documents $81,295.00 $81,295.00 3 Regulatory Permitting $13,720.00 $13,720.00 4 Bidding Phase Services $9,465.00 $9,465.00 5 Construction Phase Services $28,330.00 $28,330.00 Subtotal Basic Services $169,165.00 $0.00 $0.00 $0.00 $169,165.00 Support Services: 6 Warranty Phase Services $3,275.00 $3,275.00 Subtotal Support Services $3,275.00 $0.00 $0.00 $0.00 $3,275.00 Additional Services: $0.00 Subtotal Additional Services $0.00 $0.00 $0.00 $0.00 $0.00 Summary of Fees: Basic Services Fees $169,165.00 $0.00 $0.00 $0.00 $169,165.00 Support Services Fees $3,275.00 $0.00 $0.00 $0.00 $3,275.00 Additional Services Fees $0.00 $0.00 $0.00 $0.00 $0.00 Reimbursable Allowance $2,500.00 $0.00 $0.00 $0.00 $2,500.00 Total Authorized Fees $174,940.00 $0.00 $0.00 $0.00 $174,940.00 Admin Approval Admin Approval Admin A royal Admin Approval Reimbursable Allowance Out of pocket expenses related to travel,printing and graphic reproduction shall be reimbursed at cost with no markup to the City. Texas Accessibilty Standards(TAS)-plan filing, review and inspection fees shall be reimbursaed at cost with no markup to the City. Exhibit"C Halff Associates, Inc. West Guth Park Enhancements-City of Corpus Christi October 22,2021 � Q Q Q 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 M o 0 0 m Co Co L() M L() p L Q 0 0 00 0 �(") O O ~ ~ ~ O 00 M E eco i E O LO M N M N U N d O o (, LU �. a� Q 0 0 0 0 0 0 0 o 0 0 0 0 0 0 0 J E E O O O O O o 0 o m m m o O O O a U) m 0) 0 0 0 0 0 0 0 r-- r; 0 rl- rl g C V ua O LO O LO O N N LO � 0 O c Lf) r-- LO r-- LO CQ N rl- N 0 E fCua M L6f L6f 0 U m EJ3 H-? H-? EJ? EJ? EJ? EJ? EJ? EJ? EJ? O W O O 00 O O O O Q Q Q O 00 O 0 0 0 0 0 0 0 0 pp pp pp O 0 0 0 J V O O 00 O 0 0 0 ♦— ♦— ♦— 0 00 O O '0 0 O H-? H-? O O H-? H-? O 00 00 H > 0 H? E!3 EJ? E!? E!? LLV 2 O O 00 O o 0 o 0 0 0 0 O O O LV N O O O O O O O O m m m 0 O O O 0 0 00 0 0 0 0 ♦— ♦— ♦— 0 O O O Z •� O O LO LO LO LO > - ua a aua ua ua ua w O O 00 O O O O Q Q Q O O O o 0 0 0 0 0 00 o o O O O U 0 0 0 0 0 0 0 m m m 0 0 0 0 0 W L o ua 0 ua ua 0 0 ua ua O 0 0 O W Q ti LO LO U — H N ? IB V M r WO O O O O O O O Q Q Q O O O O E � � O +� O O O O yam, 1 0 0 0 0 0 O N N q* O y IB IY Z Z O 0 0 ti 0 N O r CO I- N ti O W O D M M 00 N m O m N U W V Q V 60 Ef} Ef} Ef} Ef} Ef} Ef} Ef} Ef} Ef} O O vj J O C ,V N O O O O O o 0 o 0 0 0 0 O O O Z O O O O O O NO > 0 0 0 0 0 0 O O r� ♦— ♦— ♦— r-- O rl- rl- J Z ua ua LC) O LO 64a 64a N N LO N rl- J O — N O N CQ CQ N CQ coE ua ua ua ua Ua Ua 64a Q U Q O e O 0 0 00 0 0 0 o 0 0 0 0 O O OW Cl) O O O O O O o 0 m m m 0 O O O LV i � 0 0 0 0 0 O 0 0 0 F- F- F- O O O O U U Z 643 0 H-? 643 O H-? N H-? N O N N o o o o V O v o E 64a 64a 64a 64a � � 6 22 °' C) LL z O O O O O O O O Q Q Q O O O 0 m0 o f + 0 0 99 0 0 0 0 0o 0o 0o o O O O 0 0 0 0 0 0 0 0 0 O O O Cl) 0 0 0 0 0 0 64a 64a 0 0 0 0 = W cu U ua � � 6 Eo64a � � � � � ca a O m U Z '` E U ` Q' J C/) vi cn �, Ui W LU . p p Z o vi m p 2 cnL > O U d Q O M � > U) 0 cu cn ca ca O c - �, Q FO to (n p U m E a� �, o Q o E °_ m 0- to cn C V E L A /Q� E cn � J a� fC E (D .2 o � cn c6 U � c6 O O a cB m a- Q co U c) Q6- a O U) U) cn CO Q H Z Q Exhibit B Page 1 of 1 EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have 3-year reporting period provisions or be maintained for 3 years after project completion. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, with the exception of professional liability, which may be on a per claims made 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. Consultant is required to provide City with renewal Certificates. 1 Rev 12/20 1.5 Consultant is required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non-renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2 Rev 12/20 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology .......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article 21—Quality Management...............................................................................................................17 Article 22— Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26— Record Data.............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29— Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 1 of 22 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi (City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements -The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 2 of 22 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract -The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 3 of 22 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work - The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 4 of 22 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes, rules, regulations, ordinances,codes,and orders of governmental bodies, agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner-The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR - The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 5 of 22 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor -An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 6 of 22 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work-Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day' mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 7 of 22 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 8 of 22 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 9 of 22 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 10 of 22 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 11 of 22 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 12 of 22 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 13 of 22 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 14 of 22 C. Claims by Contractor that are not received within the time period provided by section 13.02(8) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 15 of 22 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 16 of 22 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 17 of 22 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 18 of 22 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 19 of 22 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 20 of 22 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 21 of 22 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 22 of 22 Capital Improvement Plan 2022 thru 2024 City of Corpus Christi, Texas Project# 21084 Project Name West Guth Park { Type Improvement/Additions Department Parks and Recreation , Useful Life 10 years Contact Park Director Category Park Improvements Priority 2 Critical-Asset Condition - I. P ., , WEST GTH ya{1b T MID Status Active Description The scope of this project will include the installation of a regional type playground,the construction of a new above ground pre-manufactured type Skate Park,new small picnic area with shade structures,concrete pads and barbeque pits. Justification Current equipment and amenities are inadequate for a regional park. Substantial playground equipment and amenities are needed to serve the population of this major area of the City. Expenditures Prior Years 2022 2023 2024 Total Construction/Rehab 1,565,000 1,565,000 Design 250,000 250,000 Eng,Admin Reimbursements 25,000 160,000 185,000 Total 275,000 1,725,000 2,000,000 Funding Sources Prior Years 2022 2023 2024 Total G.O.Bond 2020 275,000 1;725;000 2,000,000 Total 275,000 1,725,000 2,000,000 Budget Impact/®ther Increased annual maintenance cost to be budgeted in the Parks and Recreation operating budget to maintain improvements and amenities. 80 SC G� 0 U NOflPORPY ED 1852 AGENDA MEMORANDUM Action Item for the City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services Ieffreye(o-)-cctexas.com (361) 826-3851 Rolando Mata, Director of Public Works RolandoM2(o-)-cctexas.com (361) 826-3419 Heather Hurlbert, CPA, CFGO, Director of Finance & Procurement Heatherh3(o-)cctexas.com (361) 826-3227 Construction Contract Award FY 2022 Residential Street Rebuild Program CAPTION: Motion awarding a construction contract to Bay Ltd. and Grace Paving and Construction, Inc., both from Corpus Christi, Texas, in the total amount of $19,848,223.78, for the FY 2022 Residential Street Rebuild Program Base Bid F for 43 neighborhood street projects citywide in an amount of $6,876,814.10 to Bay Ltd., Base Bid G in an amount of $5,957,926.48 to Grace Paving and Construction Inc., and Base Bid H in an amount of $7,013,483.20 to Bay Ltd., with FY 2022 funding available from the Residential Street Reconstruction, Storm Water, Wastewater, Water and Gas Capital Funds. SUMMARY: This motion approves three construction contracts for Base Bids F, G, & H for the FY 2022 Residential Street Rebuild Program (RSRP). The RSRP bids include for the rehabilitation or reconstruction of 43 streets projects located Citywide. BACKGROUND AND FINDINGS: The RSRP is a City-wide program that will repair selected residential streets citywide by extending the life and structural integrity of existing pavement through rehabilitation or replacing failed pavement through reconstruction of a pavement section to current City standards with sidewalk repairs, ADA ramps, striping, and pavement markings. FY2021 RSRP was divided into six construction contracts that are currently in construction with 55 residential streets. The total project estimate for the RSRP year 1 was $30 million including design, construction, and interdepartmental reimbursements with funding available from Bond 2018, Residential Street Reconstruction, Storm Water, Wastewater, Water and Gas Capital Funds. These construction contracts totaling $19,848,223.78 are for RSRP Year 2. The RSRP Year 2 will utilize three construction contracts (Base Bid F, Base Bid G, and Base Bid H) to complete the reconstruction or rehabilitation of approximately 43 residential streets Citywide. The list of streets is attached. In the FY 2022 budget, the City has $122,300,760 funded for programs to repair or reconstruct the City's roadway. This proposed project will place into production 100% of the funding that was earmarked for the Residential Street Repair Program. This program alone will address 43 residential streets across the City. In the department's continuance to ramp up its efforts to rehabilitate the City's infrastructure, staff will be bringing contracts totaling $11 million, or 84% of the funding earmarked for Street Preventive Maintenance Program (SPMP) to Council in January. The remaining 16% of these funds will address in house activities to include materials and flat work. The SPMP will address 23 streets in FY2022. PROJECT TIMELINE: 2021 2022 - 2023 March — August S O N D January - September Design Bid/Award Construction Project schedule reflects City Council award in December 2021 with anticipated completion in September 2023. COMPETITIVE SOLICITATION PROCESS On October 6, 2021, the City received bids from five bidders. The City analyzed the proposals submitted in accordance with contract documents and determined Bay, Ltd for Base Bid F, Grace Paving and Construction, Inc. for Base Bid G, and Bay, Ltd for Base Bid H were the lowest responsive and responsible bidder. A summary of the bids is provided below. BID SUMMARY— BASE BID F CONTRACTOR BASE BID Bay Ltd. $6,876,814.10 Haas-Anderson Construction, Ltd No Bid A. Ortiz Construction & Paving, Inc. $7,750,685.45 Grace Paving and Construction, Inc. No Bid JE Construction Services, LLC $7,203,126.05 Engineer's Opinion of Probable Construction Cost $7,656,922.87 BID SUMMARY— BASE BID G Bay Ltd. $6,565,930.05 Haas-Anderson Construction, Ltd $7,445,885.95 A. Ortiz Construction & Paving, Inc. No Bid Grace Paving and Construction, Inc. $5,957,926.48 JE Construction Services, LLC $6,802,327.20 Engineer's Opinion of Probable Construction Cost $7,098,205.68 BID SUMMARY— BASE BID H Bay Ltd. $7,013,483.20 Haas-Anderson Construction, Ltd $7,953,987.80 A. Ortiz Construction & Paving, Inc. $7,959,227.40 Grace Paving and Construction, Inc. No Bid JE Construction Services, LLC $7,389,874.50 Engineer's Opinion of Probable Construction Cost $7,714229.34 ALTERNATIVES: The alternative is not to award the construction contract to the low-bidder, Bay, Ltd for Base Bid F, Grace Paving and Construction, Inc. for Base Bid G, and Bay, Ltd for Base Bid H. This would delay the project and conflict with City Council's goal to expedite the street reconstruction and rehabilitation program. FISCAL IMPACT: The fiscal impact in FY 2022 is an amount of $19,848,223.78 with funding available from Residential Street Reconstruction, Storm Water, Wastewater, Water and Gas Capital Funds. The contract breakdown is as follows: Bay Ltd. for Base Bid F in the amount of$6,876,814.10, Grace Paving and Construction, Inc. for Base Bid G in the amount of $5,957,926.48, and Bay Ltd. for Base Bid H in the amount of$7,013,483.20. FUNDING DETAIL: Overall Total (Base Bid F) $6,876,814.10 Fund: ResStreetRecnst (Fund 1042) Mission Elem: Street Pavement Maintenance (ME 051) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account#550910) Activity: 18164-A-1042-EXP Amount: $5,089,407.50 Fund: Storm Water (Fund 4532) Mission Elem: Storm Water Drainage (ME 043) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account#550910) Activity: 18164-A-4532-EXP Amount: $1,705,308.60 Fund: Water (Fund 4098) Mission Elem: Water Distribution System (ME 041) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account#550910) Activity: 18164-A-4098-EXP Amount: $75,600.00 Fund: Wastewater (Fund 4510) Mission Elem: Wastewater Collection System (ME 042) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account #550910) Activity: 18164-A-4510-EXP Amount: $2,099.00 Fund: Gas (Fund 4560) Mission Elem: Gas System (ME 022) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account#550910) Activity: 18164-A-4560-EXP Amount: $4,399.00 Overall Total (Base Bid G) $5,957,926.48 Fund: ResStreetRecnst (Fund 1042) Mission Elem: Street Pavement Maintenance (ME 051) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account#550910) Activity: 18164-A-1042-EXP Amount: $4,679,452.91 Fund: Storm Water (Fund 4532) Mission Elem: Storm Water Drainage (ME 043) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account#550910) Activity: 18164-A-4532-EXP Amount: $1,126,368.06 Fund: Water (Fund 4098) Mission Elem: Water Distribution System (ME 041) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account#550910) Activity: 18164-A-4098-EXP Amount: $146,143.78 Fund: Wastewater (Fund 4510) Mission Elem: Wastewater Collection System (ME 042) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account #550910) Activity: 18164-A-4510-EXP Amount: $2,090.00 Fund: Gas (Fund 4560) Mission Elem: Gas System (ME 022) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account#550910) Activity: 18164-A-4560-EXP Amount: $3,871.73 Overall Total (Base Bid H) $7,013,483.20 Fund: ResStreetRecnst (Fund 1042) Mission Elem: Street Pavement Maintenance (ME 051) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account#550910) Activity: 18164-A-1042-EXP Amount: $5,325,223.70 Fund: Storm Water (Fund 4532) Mission Elem: Storm Water Drainage (ME 043) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account#550910) Activity: 18164-A-4532-EXP Amount: $1,626,711.50 Fund: Water (Fund 4098) Mission Elem: Water Distribution System (ME 041) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account#550910) Activity: 18164-A-4098-EXP Amount: $54,950.00 Fund: Wastewater (Fund 4510) Mission Elem: Wastewater Collection System (ME 042) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account #550910) Activity: 18164-A-4510-EXP Amount: $2,099.00 Fund: Gas (Fund 4560) Mission Elem: Gas System (ME 022) Project No.: Residential Street Rebuild Program (Project# 18164A) Account: Construction (Account#550910) Activity: 18164-A-4560-EXP Amount: $4,499.00 RECOMMENDATION: City staff recommends awarding low bidder to the following contractors: Bay Ltd. for Base Bid F in the amount of$6,876,814.10, Grace Paving and Construction, Inc. for Base Bid G in the amount of $5,957,926.48, and Bay Ltd. for Base Bid H in the amount of $7,013,483.20 for Residential Street Rebuild Program Year 2. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Map Bid Tab RSRP Year 2 Street List CIP Page RESIDENTIAL STREET REBUILD PROGRAM SCALE: N.T.S. D 0 D DISTRICT 1 o NUECES BAY 0"r 0 is IN 77 �N--sn DISTRICT 2 6 XWOWN CORPUS CHR6R BAY DISTRICT 3 DISTRICT 4 m USO BAY M m FLOUR DISTRICT5LAGUNA MADRE LF OF DOW OCO Project Number: 18164A CITY COUNCIL EXHIBIT RESIDENTIAL STREET REBUILD PROGRAM CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES e N SCALE: N.T.S. EOTYWIDE PROJECT r VICINITY MAP NOT TO SCALE Project Number: 18164 CITY COUNCIL EXHIBIT RESIDENTIAL STREET REBUILD PROGRAM CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES 18164A: RESIDENTIAL STREET REBUILD PRORAM YEAR 2 STREET LIST FY DISTRICT STREET FROM TO RECOMMENDATION 2022 3 BASCULE GOLDEN GATE RIVERTON RECONSTRUCTION 2022 5 BENT TRAIL FOX RUN OPENGATE RECONSTRUCTION 2022 2 BRENTWOOD HORNE NORTON RECONSTRUCTION 2022 1 CATFISH TEAGUE DEAD END REHABILITATION 2022 5 CEDAR SPRINGS OSO PARKWAY DEAD END RECONSTRUCTION 2022 2 CHENOWETH LAWNVIEW SANTA FE RECONSTRUCTION 2022 1 CLEAR FORK RED RIVER WOOD RIVER REHABILITATION 2022 3 CREST CIRCLE CRESTRIDGE DEAD END RECONSTRUCTION 2022 3 CRESTMEADOW CRESTWOOD CRESTFORREST RECONSTRUCTION 2022 3 CRESTRIDGE KOSTORY CRESTWOOD RECONSTRUCTION 2022 3 CRESTWOOD CRESTMEADOW CRESTHILL RECONSTRUCTION 2022 1 DIXON PETTY QUAILE RECONSTRUCTION 2022 3 DODD PADRE ISLAND MC ARDLE RECONSTRUCTION 2022 3 ESSEX KILLARMET PEBBLE BEACH REHABILITATION 2022 1 FAIRFAX FAIRVIEW OLD ROBSTOWN REHABILITATION 2022 1 FAIRVIEW UP RIVER KENWOOD RECONSTRUCTION 2022 3 GABRIEL NEMEC MCARDLE RECONSTRUCTION 2022 4 GOLDFINCH QUETZAL DEAD END RECONSTRUCTION 2022 3 GREEN PARK GREEN POINT GREEN GATE RECONSTRUCTION 2022 3 GREEN PASS GREEN PARK DEAD END RECONSTRUCTION 2022 3 GREEN POINT BEAR LANE DEAD END RECONSTRUCTION 2022 4 HARRY LANSDOWN EVERHART RECONSTRUCTION 2022 4 HEWIT SOUTH HEWIT HEWIT RECONSTRUCTION 2022 3 ITURBIDE AIRPORT GUATEMOZIN REHABILITATION 2022 1 LA BRANCH WILKINS DEAD END RECONSTRUCTION 2022 4 LANSDOWN WESLEY HARRY RECONSTRUCTION 2022 2 LAVACA MCARDLE LAMONT REHABILITATION 2022 5 LETHABY LIPES DEAD END RECONSTRUCTION 2022 4 MERMAID URSA MILKY WAY RECONSTRUCTION 2022 1 MESTINA BATTLIN BUC PALM REHABILITATION 2022 5 NORTHGATE CROSSVALLEY TIMBERGATE RECONSTRUCTION 2022 1 PALM DR UP RIVER ROAD ANTELOPE REHABILITATION 2022 2 PONDER STAPLES HARRISON RECONSTRUCTION 2022 1 RANDOLPH LA BRANCH DEAD END RECONSTRUCTION 2022 4 SEAFOAM CARIBBEAN CORAL RIDGE REHABILITATION 2022 1 SILVER CREEK DEVIL'S CREEK DEAD END RECONSTRUCTION 2022 4 SPARKLE SEA RODDFIELD MERMAID REHABILITATION 2022 1 STEAMBOAT CATFISH ROLLING RIDGE REHABILITATION 2022 1 STEAMBOAT CIR STEAMBOAT DEAD END REHABILITATION 2022 2 TEXAS ALAMEDA STAPLES RECONSTRUCTION 2022 3 TRESTLE GOLDEN GATE DEAD END RECONSTRUCTION 2022 3 VERA CRUZ MORGAN ZARAGOZA REHABILITATION 2022 5 IYORKSHIRE IYORKTOWN ILETHABY IRECONSTRUCTION TABULATION OF BIDS CITY OF CORPUS CHRISTI,TEXAS-CONTRACTS AND PROCUREMENT BID DATE:Wed.,October 6,2021 RESIDENTIAL STREET REBUI LD PROGRAM(RSRP)YEAR 2 BAY LTD. JE CONSTRUCTION SERVICES A.ORTIZ CONSTRUCTION&PAVING INC. GRACE PAVING&CONSTRUCTION,INC. HAAS-ANDERSON CONSTRUCTION,LTD PROJECT NO.18164A 401 CORN PRODUCTS RD. 7505 UP RIVER RD. 102 AIRPORT RD. 4237 BALDW IN BLVD. 1402 HOLLY RD. RFD M 3861 CC,TX 78409 CC,TEXAS 78409 CC,TX 78405 CC,TX 78405 CC,TX 78417 ITEM DESCRIPTION I UNITI DRY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT BASE BID F gal I—SECTION 0129 01 MEASUREMENT AID BASIS FOR PAYMENT) I Al ONMAX.B%PARTA) F. $ 10,000.00 $ 10,000.00 $ 5,500.00 $ 5,500.00 $ 11,390.93 $ 11,390.93 1 A2 BONDS AND NCE AMAX nq AL F. $ 35,115.00 $ 35,115.00 $ 50,000.00 $ 50,000.00 $ 145,429.88 $ 145,429.88 SIO R PLAN FSWPPP'(PER STREET SEGMENT EXCLUDING Wb NEON 0 $ 1,800.00 $ 23,400.00 $ 1,500.00 $ 19,500.00 $ 2,500.00 $ 32,500.00 NCE(FOR SWPPP)OT 0 $ 6.10 $ 610.00 $ 6.00 $ 600.00 $ 3.50 $ 350.00 1 AS INLET ON(FOR SWPPP) 0 $ 170.00 $ 10,880.00 $ 150.00 $ 9,600.00 $ 175.00 $ 11,200.00 1 AC -NE ACTION DAIS PAY 0 $ 12.00 $ 144.00 $ 1.00 $ 12.00 $ 1.00 $ 12.00 1 A7 TRAFFIC CONTROL(PLAN PREPARATION) 0 $ 1,800.00 $ 23,400.00 $ 2,800.00 $ 36,400.00 $ 2,500.00 $ 32,500.00 1 AE TRAFFIC ROL(MOBILUATION,IMPLEMENTATION,AND ADJUSTM FITS) KID 31.0 $ 5,300.00 $ 164,300.00 $ 3,000.00 $ 93,000.00 $ 500.00 $ 15,500.00 1 Al OF OR HANGERS,PRINTED AND FD(2 PER RESIDENCE) EA 712.. $ 6.40 $ 4,812.80 $ 4.00 $ 3,008.00 $ 7.50 $ 5,640.00 I A10 ALLOWANCES ED R UNANTICIPATED GENERAL ACTIVIRIES F. $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 5 10,000.00 $ 10,000.00 ALR1.F ALI F A10)AL $ 282,fifi1.80 $ 227,620.00 $ 264,522.81 NO BID NO BID 1H STREET IMPROVEMENTS(—SECTION 0129 01 MLEASUREMENT AND BASIS FOR PAYMENT) I Hi OVNMAX.B%PARTE) LS0 $ 60,000.00 $ 60,000.00 $ 116,200.00 $ 116,200.00 $ 207,249.04 $ 207,249.04 1 E2 REHABILITATION MILLING I EXISUNG TOP LAYER OF PAVEHIENT ASPHALT AND BASE SY IN 0C $ 1.95 $ 92,254.50 $ 2.00 $ 94,620.00 $ 1.85 $ 87,523.50 REHABILITATION1 E3 CE REPARATION SY 00 $ 5.00 $ 32,370.00 $ 9.00 $ 58,266.00 $ 3.75 $ 24,277.50 1 E4 1.5 INCH MACLFY(TYPE 00 $ 15.00 $ 34,305.00 $ 16.50 $ 37,735.50 $ 17.00 $ 38,879.00 MAC(TYPE D) SY 45,466.0C $ 16.00 $ 727,456.00 $ 18.00 $ 818,388.00 $ 19.00 $ 863,854.00 1 E6 3 INCH MAC FTYPE D) 00 $ 23.00 $ 96,301.00 $ 25.00 $ 104,675.00 $ 22.00 $ 92,114RR SURFACE1 E7 SINGLE COURSE $ 5.00 $ 259,700.00 $ 4.80 $ 249,312.00 $ 5.00 $ 259,700.00 1 BE PRIME COAT,IC YENT 00 0(0,20 GA/S� 00 $ 6.30 $ 60,171.30 $ 6.00 $ 57,306.00 $ 6.50 $ 62,081.50 1 E9 CRUSHED ASE(TYPEA,GRADE I-2) 0 $ 2.40 $ 468,849.60 $ 3.70 $ 722,809.80 $ 4.50 $ 879,093.00 ROINXS) 00 $ 3.70 $ 7,400.00 $ 5.80 $ 11,600.00 $ 5.00 $ 10,000.00 FADE(6%) SY 17,199.. $ 11.00 $ 189,189.00 $ 12.00 $ 206,388.00 $ 17.00 $ 292,383.00 MDE(8%) W $ FERRI $ 190,000.00 $ 14.00 $ 166,250.00 $ 22.00 $ 261,250.00 1 B13 12 INCH MOISTURE CONDITIONED COMPACTED SURGUAGE SY 00 $ 2.60 $ 73,541.00 $ 3.60 $ 101,826.00 $ 3.50 $ 98,997.50 FADE(6%) SY 11,12- $ 11.00 $ 122,353.00 $ 11.75 $ 130,695.25 $ 17.00 $ 189,091.00 B211 REHABILITATION I INCH U F TREATED BASE AND 1, R E HH A 88!1 L�!I!FLAT 102 N 88 ill NO H L I TREATED EASE AND RADE(e%) 00 $ 15.50 $ 93,899.00 $ 13.75 $ 83,297.50 $ 22.00 $ 133,276.00 E16 FIHAR NO MDE(MIN 4') SY IN 13,722.. $ 2.90 $ 39,793.80 $ 3.50 $ 48,027.00 $ 3.50 $ 48,027.00 B17 RECONSTRUCTION STREET ON(ASPHALT,RASE AND SUBGRADE) CY 9,43F.. $ 24.00 $ 226,320.00 $ 35.00 $ 330,050.00 $ 30.00 $ 282,900.00 B18 REHABILITATION FULL DEPTH REPAIR SY 0 $ 50.00 $ 41,100.00 $ 39.00 $ 32,058.00 $ 30.00 $ 24,660.00 B19 PAVEMENT REPAIR S, 0 $ 35.00 $ 5,950.00 $ 34.00 $ 5,780.00 $ 50.00 $ 8,500.00 B20 RUSED PAVEMENT ERS PIPE II-B-e)(FIRE HYDRANT MARKING) tFA 16.. $ 18.00 $ 288.00 $ 16.00 $ 256.00 $ 10.00 $ 160.00 B21 CONCRETE DRYEWAY DEMOLITION S 00 $ 2.. $ 79,384.80 $ 4.00 $ 132,308.00 $ 7.00 $ 231,539.00 B22 6 INCH CONCRETE DRIVEWAY S, 0C $ 12.00 $ 411,660.00 $ 12.00 $ 411,660.00 $ 10.25 $ 351,626.25 B23 ADJUSTMENT OF EXISTING MANHOLE ING\COVER IN ROADWAY(SEWER,STORM) EA 12.. $ 1,200.00 $ 14,400.00 $ 2,000.00 $ 24,000.00 $ 1,250.00 $ 15,000.00 ADJUSTMENT OF MANHOLE RING\COVER AND INSTALL NEW RING\COVER IN F B24 AY�SEWERXSTORM) EA 0 $ 1,800.00 $ 21,600.00 $ 2,500.00 $ 30,000.00 $ 1,250.00 $ 15,000.00 BOX(WATER,GAS) EA ii.. $ 910.00 $ 10,010.00 $ 1,400.00 $ 15,400.00 $ 750.00 $ 8,250.00 OXFWATER,GAS) 0 $ 1,400.00 $ 11,200.00 $ 1,500.00 $ 12,000.00 $ 750.00 $ 6,000.00 RRM AIJISTKIENT 11 E1111 ABLE/SPEED HTUMPVAL 0 $ 3,700.00 $ 7,400.00 $ 8,000.00 $ 16,000.00 $ 4,500.00 $ 9,000.00 EF E'F. $ 36.00 $ 3,024.00 $ 40.00 $ 3,360.00 $ 38.00 $ 3,192.00 0 $ 48.00 $ 2,400.00 $ 40.00 $ 2,000.00 $ 40.00 $ 2,000.00 150.00 $ 10,200.00 $ 200.00 5 13,600.00 0 $ 200.00 $ 19,200.00 $ 225.00 $ 21,600.00 $ 250.00 $ 24,000.00 Page 1 of 9 BID DATE:Wed.,October 6,2021 RESIDENTIAL STREET REBUI LD PROGRAM(RSRP)YEAR 2 RAV LTD. JE CONSTRUCTION SERVICES A.ORTIZ CONSTRUCTION&PAVING INC. GRACE PAVING&CONSTRUCTION,INC. HAAS-ANDERSON CONSTRUCTION,LTD PROJECT NO.18164A 401 CORN PRODUCTS RD. 7505 UP RIVER RD. 102 AIRPORT RD. 4237 RAL-IN BLVD. 1402 HOLLY RD. RFD M 3861 CC,TX 78409 CC,TEXAS 78409 CC,TX 78405 CC,TX 78405 CC,TX 78417 ITEM DESCRIPTION I UNITI QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT BASE BID F 1 B32 RELOCATIONOFEKISTINGS111 NAGE EA 0 $ 360.00 $ 3,600.00 $ 400.00 $ 4,000.00 $ 375.00 $ 3,750.00 1 B33 FEICVALOF EXISTING SIGN E EA 0 $ 90.00 $ 6,120.00 $ 100.00 $ 6,800.00 $ 100.00 $ 6,800.00 1 B34 SIGN SUPPORT ASSEMBLY(WEDGE ANCHOR STEEL SYSTEM) 0 $ 240.00 $ 15,360.00 $ 275.00 $ 17,600.00 $ 250.00 $ 16,000.00 1 B35 SIGN SUPPORT ASSEMBLY(TRIANGULAR SUPASE SYSTEM) 0 $ 420.00 $ 2,100.00 $ 475.00 $ 2,375.00 $ 400.00 $ 2,000.00 1 B36 REMOVE AND REPLACE EXISTING MAILROX EA 0 $ 330.00 $ 3,300.00 $ 180.00 $ 1,800.00 $ -CC $ 2,000.00 1 B37 SDDDING,CLEARING AND GRADING SY00 $ 9.80 $ 98,823.20 $ 15.00 $ 151,260.00 $ 15.00 $ 151,260.00 1 B38 WATER SERVICE LINE ADLUSTMENTS Ll 00 $ 40.00 $ 8RFUF 00 $ 46.00 $ 92,000.00 $ 30.00 $ 60,000.00 1 B39 TYPE C PREFABRICATED STOP BAR STRIPING(24-INCH) 0 $ 24.00 $ 1,200.00 $ 22.00 $ 1,100.00 $ 25.00 $ 1,250.00 1 B40 TYPE 1 REFLECTIVE PAVEMENT NG(YELLOW)(SOLID)El INCH) 3.00 0 $ $ 2,400.00 $ 1.70 $ 1,360.00 $ 1.75 $ 1,400.00 1 B41 HAPSED PAVEMENT ERS(TYPE 1IA-A) CA 1C.. $ 18.00 $ 180.00 $ 14.00 $ 140.00 $ 10.00 $ 100.00 1 B42 ALLOWANCE FOR UNANTICIPATED STREET IMPROVEMENTS 0 $ 25,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 NTS(R-F911-F-B42)AL $ 3,fi48,443.9 $ 4,357,503.05 $ 4,812,783.29 NO BID NO BID TS(Per SECT10102.12901 MEANSR-FIT AID BASIS FOR PAYMENT) ONEIMAX.S%PART C) 0 $ 6,000.00 $ 6,000.00 $ 24,000.00 $ 24,000.00 $ 49,067.87 $ 49,067.87 00 $ 9.00 $ 601,866.00 $ 9.00 $ 601,866.00 $ 8.00 $ 534,992.00 00 $ 4.00 $ 263,812.00 $ 4.00 $ 263,812.00 $ 5.00 $ 329,765.00 SIDEWALK DEM.IT',.N CONCRETE CURB RAMP 00 $ 32.50 $ 278,622.50 $ 25.00 $ 214,325.00 $ 25.00 $ 214,325.00 0 $ 4.10 $ 2,050.00 $ 4.00 $ 2,000.00 $ 5.75 $ 2,875.00 TYPE C PREFABRICATED CL' n rvG 112-INCH) 0 $ 12.00 $ 1,200.00 $ 5.50 $ 550.00 $ 25.00 $ 2,500.00 rvG 124-IPCHILF 0 $ $ 4,752. $ 22.00 $ 4,356.00 $ 30.00 $ 5,940.00 SUITOTALPARTO xTSI-F-011h C7) 24.00 $ 00 1,158,302.50 $ 1,110,909.00 $ 1,139,-E7 NO BID NO BID I-D DRAINAGE TS IPe,SECTIO1012901 MEASUREMENT' F- -BASIS FOR PAYMENT) ONIMAX.S%PART D) LY0 $ E.B.00 $ E.B.00 $ 19,000.00 $ 19,000.00 $ 61,261.9 $ 61,261.9 2 DEMOLITION OF EXISTING INLEPIC 5FEETDEEP) CA0 $ 1,300.00 $ 5,90.00 $ 2,000.00 $ E.B.00 $ 1,500.00 $ 6,000.00 BNT(REMOVE AID REPLACE,S'THROAT TYP.) 0 $ 4,500.00 $ 45,000.00 $ 3,800.00 $ 38,000.00 $ 1,500.00 $ 15,000.00 P23 EXISTING I NEW CURB ET IS THROAT OPEn1G)INLET TIP 3 S X 5')0-5 0 $ 8,000.00 $ 96,000.00 $ 5,300.00 $ 63,600.00 $ 4,500.00 $ 54,000.00 I P25 NEW CURB ET IS THROAT OPENING)R.D. S x515-1 ETD 0 $ 10,800.00 $ 21,600.00 $ 8,500.00 $ 17,000.00 $ E.B.E.B.. $ 16,000.00 Ory 15'THROAT OPINING)R.D.2'X SE) EA 0 $ 2,400.00 $ 4,800.00 $ 3,800.00 $ 7,600.00 $ 3,500.00 $ 7,000.00 P5 OU';RFI�l PURWA-7 IF Ll 00 $ 45.00 $ 314,100.00 $ 29.00 $ 92,49.00 $ 22.00 $ 153,560.00 I NEW 6 INCH CURB AID GITTER Ll 00 $ 45.00 $ 779,625.00 $ 29.00 $ 502,425.00 $ 30.00 $ 519,750.00 1 TYPE RSTORM LE B.D.4X4L 0-5FEET DEEP t! 0 $ 6,500.00 $ 13,000.00 $ 9,000.00 $ 18,000.00 $ 6,000.0C $ 12,000.00 1 DUC TYPE C STORM HOLE R.D.4'X4')5-7 FEET DEEP 0 $ 6,600.00 $ 19,800.00 $ 10,000.00 $ 30,000.00 $ 7,500.00 $ 22,500.00 1 PUT CURB A GUTTER ON E4 INCH,6-INCH AID DRIVEWAY) Ll 00 $ 4.50 $ 109,372.50 $ 7.00 $ 170,135.00 $ 7.00 $ 170,135.00 1 D12 VALLEYGUTTEIL SE 00 $ 27.00 $ 64,638.00 $ 17.00 $ 40,698.00 $ 28.00 $ 67,032.00 1 D13 VALLEY GUTTER DEMOLITION S, 00 $ 4.50 $ 13,018.50 $ 4.00 $ 11,572.00 $ 8.75 $ 25,313.75 CONCRETEI DUA 18 INCH ARCH REINFORCED 9,0 PIPE(CLASS IV) 00 0 $ 90. $ 00.00 $ 227.00 $ 22,700.00 $ 250.00 $ 25,000.00 1 D15 18 INCH REINFORCED CONCRETE PIPE III) 0 $ 110.00 $ 48400.00 $ 170.00 $ 74,800.00 $ 150.00 $ 66,000.00 1 D16 24 INCH ARCH REINFORCED 113 CONCRETE PIPE(CLASS III) 0 $ 190.00 $ 19,000.00 $ 225.00 $ 22,500.00 $ 275.00 $ 27,500.00 TE PIPE III) 0 $ 1900. $ 68,160.00 $ 90.00 $ ,600.00 $ 175.00 $ 99,400.00 P22 L4 INCH CRE OLLAR(16204 NRCH P PEI 0 $ 1,400.00 $ 4,90.00 $ 830.00 $ 2,490.00 $ 1,250.00 $ 3,750.00 1 D19 REMOVAL OF REINFORCED CDlCRFUF PIPE(12-15 NCH) 0 $ 35.00 $ 10,290.00 $ 59.00 $ 17,346.00 $ 25.00 $ 7,350.00 1 DX REMOVAL OF REINFORCEDCONCRETE IPE(18-2411CH) 0 $ 62.00 $ 10,292.00 $ 106.00 $ 17,596.00 $ 30.00 $ 4,980.00 1 D21 TRENCH SAFETY FOR STORMWATEIL PES(0-S FEET DEEP) 0 $ 4.70 $ 4,267.60 $ 3.00 $ 2,724.00 $ 30.00 $ 27,240.00 1 D22 TRENCH SAFETY FOR STORMWATEIL LIKES IS 10 FEET DEEP) 0 $ 14.25 $ 1,425.00 $ 7.00 $ 700.00 $ 40.00 $ 4,000.00 1 D23 TRENCH SAFETY FOR STORKIWATER LETV TYPER-ArvH OLE(0-5 EEP) 0 $ 960.00 $ 11,520.00 $ 180.00 $ 2,160.00 $ 1,000.0C $ 12,000.00 I DN TRENCH SAFETY FOR STORKIWATER LETV TYPE'C MAIH O LES-10FER DEEP) 0 $ 1,90.00 $ 3,600.00 $ 1,600.00 $ 4,800.00 $ 1,950.00 $ 5,850.00 1 D25 ALLOWANCE FOR UNANTICIPATED STORM WATER IPFCV-N 110 $ 10,000.00 $ 10,000.00 5 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 NTS IF-DS THRU F-D25)AL $ 1,J05,308.fi0 $ 1,419,8fifi.00 5 1,422,fi21.98 NO BID NO BID jP.UE WATER TS I—SECTION 012901MEAS ROMENTA DE ASIS FOR PAYMENT) I I I I I I j Page 2 of 9 BID DATE:Wed.,October 6,2021 RESIDENTIAL STREET REBUI LD PROGRAM IRSRPI YEAR RAV LTD. JE CONSTRUCTION SERVICES A.ORDZ CONSTRUCTION&PAVING INC. GRACE PAVING&CONSTRUCTION,INC. HAAS-ANDERSON CONSTRUCTION,LTD PROJECT NO.18164A 401 CORN PRODUCTS RD. 7505 UP RIVER RD. 102 AIRPORT RD. 4237 RAL—IN BLVD. 1402 HOLLY RD. RUB M 3861 CC,TX 78409 CC,TEAS 78409 CC,TX 78405 CC,TX 78405 CC,TX 78417 ITEM DESCRIPTION I UNITI QTY UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT UNIT PR AMOUNT BASE BID F OrvIMAX.S%PART EI D $ 2,400.00 $ 2,400.00 $ 3,000.00 $ 3,000.00 $ 4,477.50 $ 4,477.50 C_EE.0 P.WATERLINE TO BE REMOVED AID DISPOSED Ll D $ 7RFL3 $ 7,000.00 $ 96.00 $ 9,600.00 $ 95.00 $ 9,500.00 D $ 700.00 $ S,W0.00 $ 616.00 $ 4,928.00 $ 1,000.00 $ 8,000.00 D $ 4,600.00 $ 23,000.00 $ 3,000.00 $ 15,000.00 $ 5,000.00 $ 25,000.00 ADJUSTMENT1 El 8 INCH WATERLINE 0.0 D $ 5,200 $ 10400.00 $ 4,WRW $ 8,000.00 $ 5,750.00 $ 11,500.00 I IS USE HYDRANT ASSEMBLY E I(INCLUDES MAIN UNE FRTIrvGI D $ 5,500.00 $ 11,000.00 $ 8,200.00 $ 16400.00 $ 9,500.00 $ 19,000.00 1 11 FIRE HYDRANT ASSEMBLY E 2(INCLUDES MAIN UNE FRUIG) D $ 5,600.00 $ 11,200.00 16,600.00 $ 10,750.00 $ 21,500.00 I EB ALLOWANCE FOR UNANTICIPATED WATER IMPRCVEIEITS AF 000.00 5, D $ 5, 5,000.00 $ —L. $ 5,000.00 $ 5,000.00 , R P xTS IE3 THRU Eel $ 75,600.00 $ 78,528.00 $ 103,527.50 NO BID NO BID -11 ES TS(P SEON1R29E01 MEASUREMENT AND BASIS FOR ONIMAX ^%PARTF) D $99 .00 $ 99.00 $ 100.00 $ 100.00 $ 90.00 $ 90.00 L WA. AF 000.00 D $ 2, $ 2,000.00 $ 2,000.00 $ 2,000.00 $ 2,000.00 $ 2,000.00 A NTSFITHRUF F2I $ 2,99.00 $ 2,100.00 $ 2,090.00 NO BID NO BID CAS TS I—SECTION 0129011—UHEMENT AID BASIS EIF FOR PAYMENT) ONIMAX.S%PART GIG2 JEYCAVAU.N.ACBlULA�U'C. D $ 199.00 $ 199.00 $ 100.00 $ 100.00 $ 225.00 $ 225.00 RNIH'ClGAS LINE(ADJUSTMENT TO BE O'D D $ 4200 $ 4,200.00 $ 65.00 $ 6,500.00 $ 50.00 $ 5,00.00 NTSIF GS THRUF G2)LF $ 4,399.00 $ fi,fi00.00 $ 5,225.00 NO BID TEW TOTAL BASEEBID F-(PARTS A THRU G) $ 6,876,814.30 $ 7,X3,126.05 $ 7,750,685.45 NO BID NO BID Page 3 of 9 TABULATION OF BIDS CITY OF CORPUS CHRISTI,TEXAS-CONTRACTS AND PROCUREMENT BID DATE:Wed.,October 6,2021 RESIDENTIAL STREET REBUILD PROGRAM(RSRP)YEAR 2 GRACE PAVING&CONSTRUCTION,INC. BAY LTO. IF CONSTRUCTION SERVICES HAAS-ANDERSON CONSTRUCTION,LTD A.ORTIZ CONSTRUCTION&PAVING,INC. PROTECT N0.18164A 4237 BALD WIN BLVD. 401 CORN PRODUCTS RD. 7505 UP RIVER RD. 1402 HOLLY RD. 102 AIRPORT RD. RFB#3861 cc,Tx 78405 cc,Tx 78409 CC,TEXAS 78409 CC,TEXAS 78,117 CC,TX 78405 ITEM DESCRIPTION TONIT QTY UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT BASE BID G neral(Per SECTION 012901 MEASUREMENT AND BASIS FOR PAYMENT i AT ON MAX.5%PARTA) ITS 5,219.82 $ 5,219.82 $ 10,000.00 $ 10,000.00 $ 5,50000 $ 5,50000 $ 7,000.00 $ 7,001 i A2 BONDS AND INSURANCE(MAX 2%) AT 116,822.09 $ 116,822.09 $ 34,115.00 $ 34,115.00 $ 50,000.00 $ 50,000.00 $ 49,000.00 $ 49,000.00 STORN-ATER POLLUTION i A3 SIRET FENCE AND INLET oT PIAN�SWPPP�PER STREET SEGMENT EXCLUDING vON'Iory EA -So $ 1,25000 $ 16,250.00 $ 1,90000 $ 24,700.00 $ 1,50000 $ 19,500.00 $ 5,00000 $ 65000.00 FENCE(FOR SWPPP) . $ 4.11 $ 411.00 $ 6.30 $ 63000 $ 6.00 $ 60000 $ 12.00 $ 1,20000 i AS INLET oN FOR SWPPP) EA E- $ 68.10 $ 4,29030 $ 18000 $ 11,340.00 $ 15000 $ 9,45a DO $ 173.00 $ 10,899.00 i AS OZONE ACTON DAYS DAY ao $ 13000 $ 1,56000 $ 12.25 $ 147.00 $ 1.00 $ 12.00 $ 1.15 $ 13.80 i A7 TRAFFIC CONTROL(PLAN PREPARATIONS -So $ 1,875.00 $ 24,375.00 $ 1,90000 $ 24,700.00 $ 2,80000 $ 36,400.00 $ 5,00000 $ 65,000.DO i AS TRAFFIC oL(MOBIUZATION,IMPLEMENTATION,AND ADJUSTMENTS . $ 1,769.30 $ 51,309.70 $ 5,30OW $ 153,700.00 $ 3,001 $ 87,000.00 $ 2,50000 $ 72,500.00 i A9 DOOR HANGERS,PRINTED AND ED(2 PER RESIDENCES SO $ 10.00 $ 7,80000 $ BAD $ 4,99200 $ 4.00 $ 3,12000 $ 10.00 $ 7,80000 i A10 JAILDNWANCES FOR UNANTICIPATED GENERAL ACHVITIES AL .00 80 $ 10,000 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 B1-1G-Alrbru G-A14� $ 238,03].91 $ 2]4,324.00 $ 221,58200 $ 288,41280 NO BID TAL IMPROVEMENT I—SECTION 01290OMEASURGENERAL MEASUREMENT AND BASIS FOR PAYMENT) MOBILIZATION(MAX.5%PaHE BI ITS0 $ 156,787.N $ 156,787.70 $ 60,000.00 $ 60.000.00 $ 115,20000 $ 115,20000 $ 200,000.00 $ 200,000.00 i B2 REHABILITATION MILLING OF EXISTING TOP LAYER OF-MENT ASPHALT AND BASE SY IN aO $ 2.85 $ 107,379.45 $ 1.95 $ 73,470.15 $ 2.00 $ 75,354.00 $ 1.15 $ 43,328.55 REHABILITATION3 BA CE PREPARATION Y aO $ 7.50 $ 31,402.50 $ 5.30 $ 22,191.10 $ 9.00 $ 37,683.00 $ 2.40 $ 10,048.80 i B4 1.5 INCH aC(TYPERD) CO $ 14.75 $ 33,733.25 $ 15.00 $ 34,30500 $ 13.50 $ 30,874.50 1$ 15.00 $ 34,305.00 3 B5 2 INCH aC(TYPE D) SY 39,614.00 $ 16.50 $ 637,131.00 $ 16.00 $ 617,824.00 $ 18.00 $ 695,052.00 $ 17.00 $ 656,438.00 i B6 3 INCH aC(TYPE D) CO $ 21.38 $ 89,518.06 $ 24.00 $ 100,488.00 $ 25.00 $ 104,675.00 $ 2200 $ 92,114.00 ENT 44 aO $ 5.00 $ 225, 0.00 $ 5.20 $ 234,457.60 $ 4.80 $ 216,42240 $ 4.00 $ 188352.00 i B8 PRIME COAL,MC B0(020 GAL/SY) GALao $ 4.93 $ 40,327.40 $ 6.50 $ 53,170.00 $ 6.00 $ 49,080.00 $ 4.00 $ 32,720.00 i B9 CRUSHED LIMESTONE BASE(TYPE A,GRADE 12) SY IN 174,659- $ 3.00 $ 523,974.00 $ 2.40 $ 419,179.20 $ 3.70 $ 646,234.60 $ 4.50 $ 785,961.00 RID UX5) . $ 4.23 $ 8,460.00 $ 3.80 $ 7,60000 $ 5.80 $ 11,600.00 $ 4.00 $ 8,000.00 3.11 18 INCH LIME STABILIZED DE � 00 $ 16.00 $ 404,416.00 $ 11.50 $ 290,674.00 $ 1200 $ 303,31200 $ 13.00 $ 328,588.00 ED SUEGM DE�XG . $ 18.00 $ 54,000.00 $ 16.50 $ 49,500.00 $ 14.00 $ 42,000.00 $ 15.00 $ 45,000.00 aO $ 4.00 $ 97,948.00 $ 2.60 $ 63,666.20 $ 3.60 $ 88,153.20 $ 3.00 $ 73,461.00 i B14 REHABILITATION 8 INCH LIME TREATED BASE AND DE RAU SY 4,544.00 $ 16.00 $ 72,701.00 $ 11.50 $ 52,256.00 $ 11.75 $ 53,392.00 $ 14.00 $ 63,616.00 i B15 REHABILITATION 8 INCH LIME TREATED BASE AND DE RED) m $ 18.00 $ 109,04400 $ 16.25 $ 98,442.50 $ 13.75 $ 83,297.50 $ 18.00 $ 109044.00 i B16 REHABILITATION CEMENT TREATED BASE AND DE((MIN 4"� m $ 1.76 $ 61,374.72 $ 3.00 $ 104,616.00 $ 3.50 $ 122,052.00 $ 2.75 $ 95,898.00 i B17 RECONSTRUCTION STREET EXCAVATION(ASPHALT,BASE AND SUBGRADE) BYm $ 18.87 $ 154,450.95 $ 24.00 $ 196,44000 $ 35.00 $ 286,475.00 $ 27.50 $ 225,[87.50 A... $ 43.52 $ 13,056.00 $ 56.00 $ 16,800.00 $ 39.00 $ 11,700.00 $ 4200 $ 12,600.00 i B19 PAVEMENT REPNR SF m $ 10.65 $ 2,236.50 $ 29.00 $ 6,09000 $ 34.00 $ 7,140.00 $ 10.00 $ 2,10000 i B20 RAISED PAVEMENT MARKERS(TYPE ITB B)(FIRE TYRANT MARKINGS -So $ 19.50 $ 253.50 $ 18.50 $ 240.50 $ 16.00 $ 20&00 $ 16.00 $ 20&00 i B21 CONCRETE DRIVEWAY DEMOLITION 5 aO $ 3.85 $ 135,781.80 $ 2.50 $ 88,170.00 $ 4.00 $ 141,07200 $ 3.70 $ 130,491.60 a B22 .6 INCH CONCRETE DRIVEW SF ao $ 8.57 $ 357,917.48 $ 1200 $ 501,16800 $ 1200 $ 501,16800 $ 14.00 $ 584,69600 a B23 ADJUSTMENT OF EXISTING ANHOLE wG\COVERIN ROADWAY(SENER,STORMS EA C.. $ 1,569.10 $ 10,983.70 $ 1,30000 $ 9,100.00 $ 2,001 $ 14,000.00 $ 3,05000 $ 21,350.00 NHOIE RING\mvER arvD INSTALL NEW RING\mvER IN a.24av ISEW RXSTo1RM�A EA . $ 1,899.95 $ 30,399.20 $ 1,90000 $ 30,400.00 $ 2,50000 $ 40,000.00 $ 2,87000 $ 45,920.00 BOX WATER,GAS) EA0 $ 923.00 $ 923.00 $ 1,200.00 $ 1,200.00 $ 1,40000 $ 1,40000 $ 1,15000 $ M. a B26 ANI USTMENT OF OX WATER,GAS) 0 $ 1,100.00 $ 2,20000 $ 1,50000 $ 3,001 $ 1,500.DD $ 3,000.00 $ 1,16000 $ 2,320.00 BLE/SPEEDI HUMPvaL 0 $ 4,000.DO $ 8,00000 $ 3,80000 $ 7,60000 $ 8,00000 $ 16,000.00 $ 6,18000 $ 12,3[000 IELLAFF 2371.2 ao $ 21.45 $ 8,451.30 $ 37.00 $ 14,578.00 $ 40.00 $ 15,7[0.00 $ 53.00 $ 20,882.00 ao $ 9,12000 $ 49.00 $ 14,896.00 $ 40.00 $ 12,1[0.00 $ 53.00 $ 16,11200 a B30 NEW SIGNAGE JEA m 1$ 143.00 $ 10,296.00 $ 140.00 $ 10,080.00 $ 15000 $ 10,800.00 $ 116.00 $ 8,352.00 Page 4 of 9 BID DATE:Wed.,October 6,2021 RESIDENTIAL STREET REBUILD PROGRAM(RSRP)YEAR GRACE PAVING&CONSTRUCTION,INC. BAY LTD. JE CONSTRUCTION SERVICES HAAS-ANDERSON CONSTRUCTION,LTD A.ORTIZ CONSTRUCTION&PAVING,INC. PROIECTNO.18164A 4237 BALDWIN BLVD. 401 CORN PRODUCTS RD. 7505 UP RIVER RD. 1402 HOLLY RD. 102 AIRPORT RD. RFB#3861 CC,T%]8N05 CC,T%]8409 CC,TEXAS]8N09 CC,TEXAS 78N17 CC,T%]8N05 ITEM DESCRIPTION UNIT QTY UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT BASE BID G i B31 NEW STREET BILADE NAME Sil NS EAm $ 18000 $ 16,200.00 $ 20000 $ 18,000.00 $ 225.00 $ 20,250.00 $ 174.00 $ 15,6[0.00 i B32 RELOCATION OF EXISTING SIGNAGE EA T... $ 187.98 $ 1,879.80 $ 37000 $ 3,70000 $ 40000 $ 4,00000 $ 31600 $ 3,16000 i B33 REMOVAL OF EXISTING SIGNAGE EA m $ 206]] $ 14,887.44 $ 93.00 $ 6,69600 $ 10000 $ 7,20000 $ 79.00 $ 5,68&00 i B34 SIGN BLY(WEDGE ANCHOR STEEL SYSTEMS m $ 26000 $ 16,900.00 $ 25000 $ 16,250.00 $ 275.00 $ 1],8]5.00 $ 211.00 $ 13,715.00 i B35 SIGN BLY URINGUINR SUPBASE SYSTEMS EA B... $ 455.00 $ 2,73000 $ 43000 $ 2,58000 $ 475.00 $ 2,85000 $ 369.00 $ 2,214.00 i B36 REMOVE AND REPLACE EXISTING MAILBOX EA ao $ 26000 $ 2,60000 $ 340.00 $ 3,40000 $ 18000 $ 1,80000 $ 29UM $ 2,90000 ao $ 10.75 $ 81,442.00 $ 10.00 $ 75,760.00 $ 15.00 $ 113,&10.00 $ 23.00 $ 174,248.00 i B39 WATER SERVICE LINE ADJUSTMENTS LF ao $ 38.00 $ 76,000.00 $ 40.00 $ 80,000.00 $ 46.00 $ 92,000.DO $ 11.00 $ 22,000.00 i B39 TYPE'C'PREFABRICATED STOP BAR NG(24 INCH) ao $ 26.00 $ 2,86000 $ 25.00 $ 2,]5000 $ 22.00 $ 2,42000 $ 21.00 $ 2,31000 MARKING(YELLOW)(SOLID)(4 INCH) Oo $ 3.25 $ 2,60000 $ 3.10 $ 2,8000 $ 1.]0 $ 1,36000 $ 2.65 $ 2,12000 RS TYPE aa� ao $ 15.00 $ 150.00 18.50 $ 185.00 $ 14.00 $ 140.00 $ 16.00 $ 160.00 T. 0 $ 25,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 $ 25, .00 $ 25,000.00 $ 25,000.00 IMPROVEMENTS �rS -STREET IMPROVEMENTS O1-1G-Bl tbru G-B42)AL $ 3,640,958.75 $ 3,418,403.25 $ 4,023,000800.20 $ 4,111,6]8.45 NO BID C ADA E TS SECTION 012901MEA MEASUREMENT N AND BS FOR PAYMENT oN�MAX.s%PART c) 0 $ 34,469.41 $ 34,469.41 $ 6,000.00 $ 6,000.00 $ 24,000.00 $ 24,000.00 $ 40,000.00 $ 40,000.00 ao $ ].24 $ 410,826.56 $ 9.90 $ 561,]65.E0 $ 9.00 $ 510,696.00 $ 9.30 $ 52],]19.20 ao $ 3.75 $ 174,135.00 $ 4.30 $ 199,674.80 $ 4.00 $ 185,744.00 $ 2.45 $ 113,768.20 C7 LIDE�C!Al MIRUIN SIF COX RETECURE AMP SIF ao $ 21.38 $ 1]2,23].28 $ 33.00 $ 265,848.00 $ 25.00 $ 201,400.00 $ 30.00 $ 241,680.00 ao $ 4.68 $ 2,340.00 $ 4.20 $ 2,10000 $ 4.00 $ 2,001 $ 3.75 $ 1,875.00 C6 7 PREF IBCATED CROSSWALK STRIPING(12INCH) m $ 13.00 $ 1,30000 $ 12.25 $ 1,225.00 $ 5.50 $ 550.00 $ 21.00 $ 2,100.00 C7 TYPE'C'PREFABRICATED CROSSWALK STRIPING(24 INCH)B LF m $ 26.00 $ 5,14&00 $ 25.00 $ 4,95000 $ 22.00 $ 4,35600 $ 21.00 $ 4,15&00 Fns(11.1 G-Cltbru G-n) $ 800,456.25 $ 1,041,563.40 $ 928,]46,00 $ 931,300.40 NO BID PD DRAINAGE TS IPPSEECTION 012901 MEASUREM NBTAND BASIS FOR PAYMENT) i DI ON(MAX.5%PART D) US 48,503.89 $ 48,503.89 $ 8,00000 $ 8,00000 $ 19,000.00 $ 19,000.00 $ 90,000.DO $ 90,000.00 i D2 DEMOLITION OF EXISTING INLET(0 5FEETDEEP) EA 2... $ 1,417.50 $ 2,835.00 $ 1,40000 $ 2,80000 $ 2,001 $ 4,00000 $ 1,HE $ 2,10000 i D3 EXISTING CURB IN11T TOP ADJUSTMENT(REMOVE AND REPLACE,5'THROATTYP.) ao $ 2,042.36 $ 42,889.56 $ 4,20000 $ 88,200.00 $ 3,80000 $ ]9,800.00 $ 2,maw $ 60,480.00 i M NEW CURB INLET(s THROAT OPENING)R.D.3.5'x 5')05 FEET DEEP Oo $ 3,985.00 $ 47,820.00 $ 8,50000 $ 102,000.00 $ 5,30000 $ 63,600.00 $ 6,55000 $ ]8,600.00 i US NEW CURB INLET(5'THROAT OPENING)R.D.4.5'x 5')5 10FEETDEEP EA 2... $ 12,307.00 $ 24,614.00 $ 11,100.00 $ 22,200.00 $ 8,50000 $ 17,000.00 $ 9,18000 $ 18,360.00 i US NEW CURB INLET EXTENSION(5-THROAT OPENING)R.D.2'x 5') EA 2... $ 6,427.20 $ 12,854.40 $ 2,50000 $ 5,00000 $ 3,80000 $ 7,60000 $ 1,73000 $ 3,46000 i D7 NEW 4 INCH CURB AND GUTTER LF ao $ 23.50 $ 191,854.00 $ 46.00 $ 3]5,544.00 $ 29.00 $ 236,756.00 $ 49.00 $ 400,036.00 ii UDS9 TNYEPWE 613'INSTCOH RCMURMB AANNHD GUTTER ILL12,288 ao $ 25.50 $ 313,344.00 $ 46.00 $ 565,248.00 $ 29.00 $ 356,352.00 $ 50.00 $ 614,400.00 OLE R.D.4-M-)0 5FEET DEEP 0 $ 5,61&60 $ 22,474.40 $ 6,70000 $ 26,800.00 $ 9,00000 $ 36,000.00 $ 6,32000 $ 25,280.00 i DIT TYPE'C'STORM MANHOLE R.D.4N4')5]FEETDEEP EA 5... $ 6,261160 $ 31,343.00 $ 6,70000 $ 33,500.00 $ 10,000.00 $ 50,000.00 $ 8,42000 $ 42,100.00 i D11 RB&GUTTER D MOLInoN(a INCH,6 INCH AND DRIVEWAY) LF 20,452- $ 4.50 $ 92,034.00 $ 4.90 $ 100,214.80 $ ].OD $ 143,1N$ 2 $ 12.00 $ 245,424.00 i D12 VALLEY GUTTER SIF ao $ 14.65 $ 29,724.85 $ 30.00 $ 60,8]0.00 $ 17.00 $ 34,4 $ 29.00 $ 58,841.00 i D13 VALLEY GUTTER DEMOLITON SIF m $ 4.21 $ ],005.44 $ 4.40 $ ],321.60 $ 4.00 $ 6,6 $ 4.95 $ 8,23680 i D14 18 INCHARCH REINFORCED PE(CIAS ) Co $ 20000 $ 10,000.00 $ 21000 $ 10,500.00 $ 227.00 $ 11,3 $ 184.00 $ 9,20000 i D15 18 INCH REINFORCED CONCRETE RIPE(CLASS IIIA m $ 78.34 $ 133,726.38 $ 11000 $ 187,770.00 $ 1]000 $ 290,1 $ 84.00 $ 143,388.00 i D16 24 INCHARCH REINFORCED PE(CNCCBI) m $ 295.00 $ 14,750.00 $ 190.00 $ 9,50000 $ 225.00 $ 11,2 $ 184.00 $ 9,20000 i D17 24 INCH REINFORCED CONCRETE RIPE(CLASS III) m $ 90.95 $ 42,109.85 $ 12000 $ 55,5[0.00 $ 20000 $ 92,6 $ 105.00 $ 48,615.00 i DIS CONCRETE COLLAR(18 241NCH PPE 0 $ 1,09200 $ 5,46000 $ 1,40000 $ 7,001 $ 83000 $ 4,1 $ 52].00 $ 2,635.00 i D19 REMOVAL OF REINFORCED CONCRETE PE(12-1 NCH m $ 26.38 $ 2,63&DD $ 25.00 $ 2,50000 $ 59.00 $ 5,9 $ 16.00 $ 1,60000 i D20 REMOVAL OF REINFORCED CONCRETE PE(18 24INCHR m $ 49.60 $ 99200 $ 63.00 $ 1,26000 $ 10600 $ 2,1 $ 21.00 $ 42000NES�0 5FEET DEEPS ao $ ].19 $ 15,602.30 $ 2.90 $ 6293.00 $ 3.00 $ 6,5 $ 1.052,2]&50 TRENCH NES IS 10 FEET DEPS ao $ 9.18 $ 91&OD $ 14.50 $ 1,45000 $ ].DOZ $ 5.25 $ 525.00 INLETS/TYPE'B'MANHOLE N)5FEET DEEP) 9 0 $ 1,011.11 $ 9,099.99 $ 1,100.001$ 9,90000 $ 18000 $ 1,62000 $ 11.00 $ 99.00 STORMWATER INLETS/TYPE'C'MANHOLE I5 10FEETDEEP) EA I J... $ 1,3]].50 $ 13,]]5.00 $ 1,20000 $ 12,000.00 $ 1,60000 $ 16,000.00 $ 26.00 $ 26000 Page 5 of 9 BID DATE:Wed.,October 6,2021 RESIDENTIAL STREET REBUILD PROGRAM(RSRP)YEAR 2 GRACE PAVING&CONSTRUCTION,INC. BAY LTD. JE CONSTRUCTION SERVICES HMS-ANDERSON CONSTRUCTION,LTD A.ORTIZ CONSTRUCTION&PAVING,INC. PROTECT N0.18164A 4237 BALD WIN BLVD. 401 CORN PRODUCTS RD. 7505 UP RIVER RD. 1402 HOLLY RD. 102 AIRPORT RD. RFB#3861 CC,TX 78405 CC,TX 78409 CC,TEXAS 78409 CC,TEXAS 78417 CC,T%78405 ITEM DESCRIPTION UNIT CITY UNITPR AMOUNT UNITPR AMOUNT 44,= AMOUNT UNITPR AMOUNT UNITPR AMOUNT BASE BID G G D25 JAILLOSSANCE FOR UNANTICIPATED STORM WATER IMPROVEMENTS AT0 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ $ lo,oao.00 $ 10,000.00 $ 10,000.00 rviS(G-DITHRUG-D25) $ 1,126,368.06 $ 1,]11,431.40 $ 1,506,811A0 $ 1,8]5,538.30 NOBID P-E WATER TS I—SECTION T0L9 OI MEAUREMENTA D BASIS FOR PAYMENT) oVN(MAx.11 PART E) a $ 6,293.28 $ 6,293.28 $ 2,400.00 $ 2,400.00 $ $ 4,000.00 $ 10,500.00 $ 10,500.00 N FIT P.—ERLINET.BEREM.VEDANDDISP.SED LF OB $ 113.78 $ 25,600.50 $ 70.00 $ 15,750.00 $ $ 21,600.00 $ 62.00 $ 13,950.00 i E3 6 INCH OR 8 INCH A. P.TO D.I.COUPLINGS EA a0 $ 725.00 $ 13,050.00 $ 720.00 $ 12,9[0.00 $ $ ii,m.00 $ 2,030.00 $ 36,540.00a $ 4,225.00 $ 25,350.00 $ 4,700.00 $ 28,200.00 $ $ 18p00.00 $ 9,850.00 $ 59,300.00a $ 5,330.0026,650.00 $ 5,300.00 $ 26,500.00 $ , $ 20,000.00 $ 12,100.00 $ 60,STEW ENI(INCLUDES MAINLINE FInING� a $ 10,400.00 $ 20,800.00 $ 5,700.00 $ 11,400.00 $ 8,200.00 $ 16,400.00 $ 11p00.00 $ 22,000.00 i E7 FIRE E 2(INCLUDES MAIN LINE FITTINGS D $ 11,700.00 $ 23,400.00 $ 5,700.00 $ 11,400.00 $ 8,300.00 $ 16,600.00 $ 11,100.00 $ 22,200.00 i ES ALLOWANCE FOR UNANTICIPATED WATER IMPROVEMENTS 0 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 rvis(GElTHRU G-EB)AL $ 146,143.]8 $ 113,610.00 $ 112,68&00 $ 229,]90.00 NOBID NAS E IMPROVEM UTS(,,SECTION O1D2910 MEASU EMENTEAND BASIS FOR oN(MAXE%E PART F) 0 $ 90.00 $ 90.00 $ 99.00 $ 99.00 $ ROOM $ 10000 $ 50.00 $ 50.00 0 $ 2,000.00 $ 2,000.00 $ 2,000.00 $ 2,000.00 $ 2,000.00 $ 2,00000 $ 2,000.00 $ 2,000.00 rvis(G-FITHRU G-F2)AL $ 2,090.00 $ 2,099.00 $ 2,SOOAO $ 2,050.00 NOBID IMPROVEMENTSVIG GAS Hcer SECOONT01 901 MEASUREM NITAND BASIS FOR PAYMENT) oN MAX.5%PART G) USa $ 16673 $ 16673 $ 199.00 $ 199.00 $ ROOM $ 10000 $ 31600 $ 31600 REN CH FOR GAS ITS(AD USTMENT TO BE a G2 YET ONTIFT a0 $ 37.05 $ 3,705.00 $ 43.00 $ 4,300.00 $ 65.00 $ 6,500.00 $ 68.00 $ 6,800.00 Fns LG-GI THRUG-G2�LF $ 3,8]1.]3 $ 4,499.00 $ 6,600.00 $ ],116.00 NOBID EWA TOTAL BASE BID G-(PARTS ATHRU G( s 5,957,926.48 is 6,565,930.05 $ 6,802,32].20 $ ],44SA85.95 I NO BID Page 6 of 9 TABULATION OF BIDS CITY OF CORPUS CHRISTI,TEXAS-CONTRACTS AND PROCUREMENT BID DATE:Wed.,October 6,2021 RESIDENTIAL STREET REBUILD PROGRAM(RSRP)YEAR 2 BAY LTD. IF CONSTRUCTION SERVICES HAASANDERSON CONSTRUCTION,LTD A.ORTIZ CONSTRUCTION&PAVING INC. GRACE PAVING&CONSTRUCTION,INC. PROIECTNO.18164A 4DICORN PRODUCTSRD. 7505 UP RIVER RD. 1402 NO-RD. 102 AIRPORT RD, 4237 BALDWIN BLVD. RFB#3861 CC,TX]8409 CC,TEXAS]84D9 CC,TEXAS 78,117 CC,TX]S30S CC,TX]8405 ITEM DESCRIPTION UNIT QTY UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT BASE BID H neral(Per SECTION 012901 MEASUREMENT AND BASIS FOR PAYMENT IT AT oN(MAX.s%PaBTA) ITS0 $ 10,000.00 $ 10,000.00 $ 5,500.00 $ 5,500.00 $ 7,000.00 $ 7,000.00 $ 11,238.92 $ 11,238.92 IT A2 BONDS AND INSURANCE(MAX 2%) AT 35,115.00 $ 35,115.00 $ 50,000.00 $ 50,000.00 $ 51,100.00 $ 51,100.00 $ 149,342.85 $ 149,342.85 PIAN�SWPPP�PER STREET SEGMENT EXCLUDING IT A3 SHET FENCE AND IN ITT vON'IOry EA O0 $ 1,800.00 $ 21,600.00 $ 1,500.00 $ 18,000.00 $ 5,000.00 $ 60,000.00 $ 2,500.00 $ 30,000.00 IT A4 SHET FENCE(FOR SwPPP)OT . $ 6.10 $ BLOW $ 6.00 j� 2i 0.00 $ 12.00 $ 1,200.00 $ 3.50 $ MUDD IT AS INLET oN FOR SWPPP) . $ 180.00 $ 9,180.00 $ 150.00 0.00 $ 1]3.00 $ 8,823.00 $ 175.00 $ 8,925.00 IT AS OZONE ACTON DAYS DAYao $ 12.00 $ 13200 $ 1.00 .00 $ 1.DO $ 11.00 $ 1.00 $ 11.00 IT A7 TRAFFIC CONTROL(PLAN PREPARATIONS . $ 1,800.00 $ 21,600.00 $ 2,800.00 .00 $ 5,000.00 $ 60,000.00 $ 2,500.00 $ 30,000.00 IT AS TRAFFIC oL(MOBIU2aTION,IMPI>_MENTATION,AND ADJUSTMENTS . $ 5,]00.00 $ 1]6,]00.00 $ 3,000.00 .00 $ 2,500.00 $ ]],500.00 $ SHOE-$ 15,500.00 IT A9 DOOR HANGERS,PRINTED AND ED(2 PER RESIDENCE) ao $ 6.50 $ 4,875.00 $ 4.00 0.00 $ 10.00 $ ],500.00 $ 7.50 $ 5,625.00 IT A10 ALLOWANCES FOR UNANTICIPATED GENERAL ACHVITIES AT0 $ 10,000.00 $ 10,000.00 $ 10,000.00 .00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 AL(Bems H-Altbru H-ATI $ 289,81200 L00 $ 283,130.00 $ 260,992]] NO BID P-B STREET TS I—SECTION 0122901 MEASUREMENT AND BASIS FOR PAYMENT) MOBILIZATION MAX.5%PART B) 0 $ 60,000.00 $ 60,000.00 $ 117,200.DO $ 117,200.00 $ 200,000.00 $ 200,000.00 $ 218,672.83 $ 218,672.83 IT B2 REHABILITATION MILLING FEXETINGTOP�EROF�EMENT�PHA�ANDB�E SY IN ao $ 1.85 $ 63,181.20 $ 2.00 $ 68,304.00 $ 1.10 $ 3],56].20 $ 1.85 $ 63,181.20 REHABILITATIONIT BA cE aO $ 5.20 $ 21,]72.40 $ 9.00 $ 3],683.00 $ 2.40 $ 10,048.80 $ 3.]5 $ 15,]01.25 IT B4 1.5 INCH aC(TYPERD) SY 2,2ECCO $ 15.00 $ 34,305.00 $ 16.50 $ 3],]35.50 $ 15.00 $ 34,305.00 $ 17.00 $ 38,879.00 IT B5 2 INCH aC(TYPE D) SY 34,412.00 $ 16.00 $ 550,59200 $ 18.00 $ 619,416.00 $ 17.00 $ 585,004.00 $ 19.00 $ 653,828.00 IT B6 3 INCH aC(TYPE D) . $ 23.00 $ 247,910.00 $ 25.00 $ 269,500.00 $ 2200 $ 237,160.00 $ 2200 $ 237,160.00 IT B7 SINGLE COURSE SURFACE T ENT SY 47,479.. $ 5.10 $ 242,142.90 $ 4.80 $ 227,899.20 $ 3.40 $ 161,428.[0 $ 5.00 $ 23],395.00 IT B8 PRIME COAL,MC 30(0.20 GAI/SY) GAL B,61E.. $ 6.30 $ 54,545.40 $ 6.00 $ 51,948.00 $ 3.75 $ 32,467.50 $ 6.50 $ 56,2]].00 IT B9 CRUSHED LIMESTONE BASE(IRE A,GRADE 12) SY IN 225,907.00 $ 2.40 $ 542,176.80 $ 3.7D $ 835,855.90 $ 4.10 $ 926,218.7 $ 4.50 $ 1,016,581.50 IT HIS TENSAR RID UX5) SY 2,COSKSO $ 3.7D $ 7,400.00 $ 5.80 $ 11,600.00 $ 3.90 $ 7,800.00 $ 5.00 $ 10,000.00 IT BIT 8 INCH LIME STABILIZED SU DE HAD SY lE,492.. $ 11.00 $ 203,41200 $ 1200 $ 221,904.00 $ 1200 $ 221,904.00 $ 17.00 $ 314,364.00 IT B12 8 INCH LIME STABILIZED DE SOD . $ 16.00 $ 203,200.00 $ 14.00 $ 1]],800.00 $ 15.00 $ 190,500.00 $ 2200 $ 279,400.00 IT B13 12 INCH MOISTURE CONDITIONED COMPACTED SUBGRAIDE SY ao $ 2.7D $ 80,092.80 $ 3.60 $ 106,]90.40 $ 2.50 $ ]4,1[0.00 $ 3.50 $ 103,824.00 IT B14 REHABILITATION 8 INCH LIME TREATED BASE AND DE RAU SY 4,544.00 $ 11.00 $ 49,984.00 $ 11.75 $ 53,39200 $ 14.00 $ 63,616.00 $ 17.00 $ ]],248.00 IT B15 REHABILITATION 8 INCH LIME TREATED BASE AND DE SSU . $ 16.00 $ 96,928.00 $ 13.75 $ 83,297.50 $ 17.00 $ 102,986.00 $ 2200 $ 133,276.00 IT B16 REHABILITATION CEMENT TREATED BASE AND DE((MIN 4"� 00 $ 2.80 $ 38,421.60 $ 3.50 $ 48,02].00 $ 2.75 $ 3],]35.50 $ 3.50 $ 48,02].00 IT B17 RECONSTRUCTION STREET EXCAVATION(ASPHALT,BASE AND SUBGRADE) . $ 24.00 $ 242,952.00 $ 35.00 $ 354,305.00 $ 26.00 $ 263,198.00 $ 30.00 $ 303,690.00 IT B18 REHABILITATION FULIEDEPTHRE-H SY ao $ 54.00 $ 16,200.00 $ 39.00 $ 11,700.00 $ 4200 $ 12,600.00 $ 30.00 $ 9,000.00 IT B19 PAVEMENT REPNR SF ao $ 30.00 $ 6,000.00 $ 34.00 $ 6,800.00 $ 10.00 $ 2,000.00 $ 50.00 $ 10,000.00 IT B20 RAISED PAVEMENT MARKERS(TYPE ITB B)(FIRE HYDRANT MARKING) EFA 1 $ 18.00 $ 19800 $ 16.00 $ 1]600 $ 17.00 $ 18].00 $ 10.00 $ 110.00 IT B21 CONCRETE DRIVEWAY DEMOLITION Sao $ 2.40 $ 123,938.40 $ 4.00 $ 206,564.00 $ 3.7D $ 191,01.7 $ 7.00 $ 361,487.00 IT 122 6 INCH CONCRETE DRIVE1 SF ao $ 1200 $ 624,828.00 $ 1200 $ 624,828.00 $ 13.00 $ 6]6,89].00 $ 10.25 $ 533,7].25 IT B23 ANI USTMENT OF EXISTIN G MANHOLE wG\COVER IN ROADWAY(SEWER,STORMS EA C.. $ 1,200.00 $ 8,400.00 $ 2,000.00 $ 14,000.00 $ 3,000.00 $ 21,000.00 $ 1,250.00 $ 8,750.00 NHOu FIX arvD INSTALL NEW RING\mvER IN IT.24av ISE WERXSTOIRM�A EA . $ 1,800.00 $ 34,200.00 $ 2,500.00 $ 47,500.00 $ 2,820.00 $ 53,580.00 $ 1,250.00 $ 23,750.00 IT B25 ADJUSTMENTOF EXISTINGVALVE BOX WATER,GASB 0 $ 1,300.00 $ 1,300.00 $ 1,400.00 $ 1,400.00 $ 1,140.00 $ 1,140.00 $ 750.00 $ 750.00 IT B26 ADJUSTMENTOF OX�wATER,GASB . $ 1,400.00 $ 22,400.00 $ 1,500.00 $ 24,000.00 $ 1,150.00 $ 18,400.00 $ ]50.00 $ 12,000.00 IT B27 SPEED TABLE/SPEED I HUMPvaL EA 0 $ 3,]00.00 $ 7,400.00 $ 8,000.00 $ 16'.. 12.37.00 $ 4,500.00 $ 9,000.00 IT B28 REMOVE EXISTING CHAIN LINK FENCE AND REPLACE WITH NEW LF ao $ 36.00 $ 1,800.00 $ 40.00 $ 2,000.00 $ 55.00 $ 2,]50.00 $ 38.00 $ 1,900.00 IT B29 REMOVE EXISTING WOODEN FENCE AND REPLACE WILD NEW ILE ao $ 48.00 $ 2,400.00 $ 40.00 $ 2,000.00 $ 55.00 $ 2,750.00 $ 40.00 $ 2,000.00 ao $ 130.00 $ 9,230.00 $ 150.00 $ 10,650.00 $ 121.00 $ 8,591.00 $ 200.00 $ 14,200.00 Page]of 9 BID DATE:Wed.,October 6,2021 RESIDENTIAL STREET REBUILD PROGRAM(RSRP)YEAR BAY LTD. IF CONSTRUCTION SERVICES HAASANDERSON CONSTRUCTION,LTD A.ORTIZ CONSTRUCTON&PAVING INC. GRACE PAVING&CONSTRUCTION,INC. PROTECT N0.18164A 401 CORN PRODUCTS RD. 7505 UP RIVER RD. 1402 10-RD. 102 AIRPORT RD. 4237 BALD WIN BLVD. RFB#3861 CC,Tx 78409 CC,TEXAS 78409 CC,TEXAS 78417 CC,Tx 78405 CC,Tx 78405 ITEM DESCRIPTION UNIT CITY UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT BASE BID H I B31 NEW STREET BILADE NAME IGNS EA m $ 20000 $ 17,200.00 $ 225.00 $ 19,350.00 $ 18200 $ 15,652.00 $ MUDD $ 21,500.00 I B32 RELOCATION OF EXISTING S NAGE EA T... $ 36000 $ 3,60000 $ 400.00 $ 4,00000 $ 331.00 $ 3,31000 $ 375.00 $ 3,75000 I B33 REMOVAL OF EXISTING SIG GE EA m $ 90.00 $ 6,39000 $ ROOM $ 7,10000 $ 83.00 $ 5,893.00 $ ROOM $ 7,100.00 IT B34 SIGN BUY(WEDGE ANCHOR STEEL SYSTEMS EA 66.. $ 240.00 $ 15,840.00 $ 275.00 $ 18,150.00 $ 221.00 $ 14,586.00 $ MUDD $ 16,500.00 IT B35 SIGN BLYURINGUINR SUPBASE SYSTEMS EA 6... $ 42000 $ 2,52000 $ 475.00 $ 2,85000 $ 38&DD $ 2,31&DD $ 400.00 $ 2,40000 IT B36 REMOVE AND REPLACE EXISTING MAILBOX EA aD $ 33000 $ 3,30000 $ 18000 $ 1,80000 $ 303.00 $ 3,03000 $ 20000 $ 2,001 IT B37 SODDING,CLEARING AND GRADING SY aD $ 9.80 $ 92,796.20 $ 15.00 $ 142,035.00 $ 23.00 $ 217,787.00 $ 15.00 $ 142,035.00 IT B39 WATER SERVICE LINE ADJUSTMENTS LF aD $ 40.00 $ 80,000.00 $ 46.00 $ 92,000.00 $ 11.00 $ 22,000.00 $ 30.00 $ 60,000.00 IT B39 TYPE'C'PREFABRICATED STOP BAR NG(24 INCH) LF G'.OD $ 24.00 $ 2,040.00 $ 2200 $ 1,87000 $ 2200 $ 1,87000 $ 25.00 $ 2,125.00 MARKING LL (SOLID)LF INCH) aD $ 3.00 $ 2,400.00 $ 1.70 $ 1,360.00 $ 2.75 $ 2,200.00 1,400.00 IT B41 RAISED PAJEMENT MARKERS(TYPE 11 AA) 25. OD nEA 12 L $ 18.00 $ 18000 $ 14.00 $ 140.00 $ 17.00 $ 17000 $ 10.00 $ 10000 IT B42 ALLOWANCE FOR UNANTICIPATED STREET IMPROVEMENTS D $ 25,00.00 $ 000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 SUBET 5 NTs O1e.,H-Bltbru H-Ba2) $ 3,848,606.70 $ 0,605,930.50 $ 0,503,200.00 $ 5,078,069.03 NO BID IMPROVEMENTS I—SECTION 0112901MEASUREMENT BN AND BS FOR PAYMENT) Sj oN(MAX.11 PART C) US 6,00000 $ 6,00000 $ 24,000.00 $ 24,000.00 $ 50,000,0 $ 50,000,0 $ 48,855.44 $ 48,855.44 aD $ 9,0 $ 603,837.00 $ 9,0 $ 603,837.00 $ 9.80 $ 657,511.40 $ S.DD $ 536,744,0 SIDEWALK DEM.LT'.N FF SF S3 SIDEWALK DEM.L .N aD $ 4.30 $ 301,129.00 $ 4.DO $ 280,120.00 $ 2.45 $ 171,573.50 $ 4.75 $ 332,61250 IT C4 ICONCRETE CURB RA P SF aD $ 33.00 $ 263,637.00 $ 25.00 $ 199,725.00 $ 30.00 $ 239,670.00 $ 25.00 $ 199,725.00 IT C5 ICURB RAMP DEMOF17.N SFaD $ 4.10 $ 2,05000 $ 4.DO $ 2,000,0 $ 3.70 $ 1,85000 $ 5.75 $ 2,875,0 N6�12�INCF1j aD $ 1200 $ 1,20000 $ 5.50 $ 55000 $ 11,0 $ 1,10000 $ 25.00 $ 2,50000 C5 IL TYPE-C PREFABRICATED CROSSWAILK STRIPIN6�2aINOR � aD $ 24.00 $ 8,952.00 $ 2200 $ 8,20&DD $ 2200 $ 8,20&DD $ 30.00 $ 11,190,0 NTs Orems H-Cl tbru H-C7)LF $ 1,186,805.00 $ 1,118,438.00 $ 1,129,910.90 $ 1,134,531.94 NO BID P-D DRAINAGE TS I—SECTION 012901M ASUREM NBTAND BASIS FOR PAYMENT) H 21 oN(MAXE 11 PA HE D) D $ 8,00000 $ 8,00000 $ 19,00,0 $ 19,00,0 $ 90,000,0 $ 90,000,0 $ 60,432.03 $ 60,432.03 IT D2 DEMOLITION OF EXISTING 11 uTB)5EETDEP) S.C. $ 1,60000 $ 8,00000 $ 2,000,0 $ 10,000,0 $ 1,10000 $ 5,50000 $ 1,50000 $ 7,50000 IT D3 EXISTING CURB IN11T TOP ADJUSTMENT(REMOVE AND REPLACE,5-THROATTYD OD $ 4,20000 $ 50,400.00 $ 3,80000 $ 45,600.00 $ 2,88000 $ 34,560.00 $ 1,50000 $ 18,000,0 IT M NEW CURB INLET(s THROAT OPENING)R.D.3.5'x 5')O sFEETDEEP Co $ 8,30000 $ 83,000.00 $ 5,30000 $ 53,000.00 $ 6,78000 $ 67,800.DO $ 4,50000 $ 45,000.00 IT US NEW CURB INLET(s'THROAT OPENING)R.D.a.s'x 5')510 FEETDEEP D $ 10,900,0 $ 21,800.00 $ 8,50000 $ 17,000.00 $ 9,540.00 $ 19, EDO $ 8,00000 $ 16,00,0 IT US NEW CURB INLET EXTENSION(5-THROAT OPENING)R.D.2-x 5') D $ 2,50000 $ 2,50000 $ 3,80000 $ 3,80000 $ 1,73000 $ 1,730.DO $ 3,50000 $ 3,50000 IT D7 NEW 4 INCH CURB AND GUTTER LF aD $ 44.00 $ 390,236.00 $ 29.00 $ 257,201.00 $ 49.00 $ 434,581,0 $ 27.00 $ 239,463.00 IT US NEW 6 INCH CURB AND GUTTER LF aD $ 45.00 $ 636,570.00 $ 29.00 $ 410,23400 $ 50,0 $ 707,300.00 $ 29.00 $ 410,234.00 IT D9 TYPE 13'STORM MANHOLE R.D.4-M-)0 sFEET DEP EA 2... $ 6,50000 $ 13,000.00 $ 9,00000 $ 18,00,0 $ 6,62000 $ 13,240.00 $ 6,00000 $ 12,000.00 IT D10 TYPE'C'STORM MANHOLE R.D-4')5 7FEETDEEP EA 2... $ 6,60000 $ 13,200.00 $ 10,000,0 $ 20,000.00 $ 8,82000 $ 17,640.00 $ 7,50000 $ 15,00,0 IT D11 CURB&GUTTER DEMOLITION LF INCH,6 INCH AND DRIVEWAYS OD $ 4.50 $ 103,567.50 $ 7.00 $ 161,105,0 $ 1200 $ 276,180.00 $ 7.00 $ 161,105,0 IT D12 VAILEY GUTTER SF aD $ 27.00 $ 60,318.00 $ 17.00 $ 37,978.00 $ 28.00 $ 62,552.00 $ 28.00 $ 62,552.00 213 VALLEY GUTTER DEMILIBBIN m $ 4.50 $ 12,744,0 $ FIL $ 11,328.00 $ 4.95 $ 14,018.40 $ 8.75 $ 24,780.00 CONCRETEIT D'2 11 INCH ARCH REINFORCED PE CLASS IV) 00 m $ 200 $ 10,000.00 $ 227 00.00 $ 11,350.00 $ 193.00 $ 9,650 $ MUDD $ 12,500.00 215 11 INCH REINFORCED CONCRETE IE(CLASS 111) LF "-.m $ 11000 $ 152,350.00 $ 17000 $ 235,450.00 $ 88,0 $ 121,880.00 $ 15000 $ 207,750.00 IT D'2 24 INCH ARCH REINFORCED PE CLASS III m $ 19000 $ 9,50000 $ 225.00 $ 11,250.00 $ 193.00 $ 9,65000 $ 275.00 $ 13,750.00 U 217 24 INCH REINFORCE FEE xE(CLASS 111 m $ 12000 $ 12,000.00 $ 20000 $ 20,000.00 $ 11000 $ 11,000.00 $ 175.00 $ 17,500.00 aR�1B o4 wcn PPE D $ 1,400.00 $ 7,000.00 $ 830.00 $ 4,150.00 $ 552.00 $ 2,760.00 $ 1,250.00 $ 6,250.00 PIPEIT D19 UMOVAL (12-1 NCHR LF Too.. $ 25.00 $ 2,50000 $ 59,0 $ 5,90000 $ 17.00 $ 1,70000 $ 25.00 $ 2,50000 IT D20 REMOVALOFREINF RCED CONCRETE OF PE(1824INcnR m $ 61.00 $ 4,270.00 $ 10&DD $ 7,420.00 $ 2200 $ 1,540.00 $ 30.00 $ 2,100.00 NES B)sFEET DEEP) LFaD $ 4.60 1$ 6,371.00 $ 3.00 $ 4,155.00 $ 1.10 $ 1,523.50 $ 30.00 $ 41,550.00 IT D22 TRENCH SAFETY FOR STORKAWATER NES Is 10 FEET DEEP) LF14.25 $ 1,425.00 $ 7.00 $ 70000 $ 5.50 $ 55000 $ 40.00 $ 4,000.00 IT D23 TRENCH SAFETY FOR STORKAWATER ETS/TYPE'B'MANHOLE B)sFEETDEEP D $ 96000 $ 5,76000 $ 180.00 $ 1,080.00 $ 11,0 $ 66,0 $ 1,00000 $ 6,000.00 ET5/TYPE'C'MANHOLE I5 10FEETDEEP) D $ 1,10000 $ 2,200.00 $ 1,600.00 $ 3,2ME $ 28.00 $ 56.00 $ 1,95000 $ 3,90000 Page 8 of 9 BID DATE:Wed.,October 6,2021 RESIDENTIAL STREET REBUILD PROGRAM(RSRP)YEAR 2 BAY LTD. IF CONSTRUCTION SERVICES HAASANDERSON CONSTRUCTION,LTD A.ORTIZ CONSTRUCTION&PAVING INC. GRACE PAVING&CONSTRUCTION,INC. PROTECT N0.18164A 401 CORN PRODUCTS RD. 7505 UP RIVER RD. 1402 HOLLY RD. 102 AIRPORT RD. 4237 BALD WIN BLVD. RIB#3861 CC,ED,]8409 CC,TEAS 78409 CC,TEAS 78417 CC,Tx 78405 CC,Tx 7ABOS ITEM DESCRIPTION UNIT CITY UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT UNITPR AMOUNT BASE BID H IT D25 JAILLOSSANCE FOR US RLICIPATED STORM WATER IMPROVEMENTS AT 0 $ 1o,oDo.00 $ 1o,oDo.00 $ 1o,oDo.00 $ 1o,oDo.00 $ 1o,oDo.00 $ 1o,oDo.00 $ 1o,oDo.00 $ 1o,oDo.00 SUBTO Trvis(H-D1THRUH-Dil) $ 1,626,]11.50 $ 1,378,901.00 $ 1,910,556.90 $ 1,$03,366.03 NOBID P-E WATER TS I—SECTION0L9 OI MEASUREMENT AND BASIS FOR PAYMENT) F(MVax.5%PA HE E) a $ 2,400.00 $ 2,400.00 $ 2,000.00 $ 2,000.00 $ 5,410.00 $ 5,410.00 $ 3,227.63 $ 3,227.63 W P.WATERLINE TO BE REMOVED AND DISPOSED LF M FLY OB $ 70.00 $ 3,850.00 $ 96.00 $ 5,280.00 $ 65.00 $ 3,575.00 $ 95.00 $ 5,225.00 A.C.P.TO D.I.COUPLINGS EA ADJUSTMENT EA 0 $ 700.00 $ 2,800.00 $ 61&00 $ 2,464.00 $ 2,130.00 $ 8,520.00 $ 1,000.00 $ 4,000.00 0 $ 4,600.00 $ 13,800.00 $ 3,000.00 $ 9,000.00 $ 10,300.00 $ 30,900.00 $ 5,000.00 $ 15,000.00 ADJU 0 $ 5,200.00 $ 10,400.00 $ 4,000.00 $ 8,000.00 $ 12,700.00 $ 25,400.00 $ 5,750.00 $ 11,500.00 ENI(INCLUDES MAINLINE FITTING) a $ 5,500.00 $ 5,500.00 $ 8,200.00 $ 8,200.00 $ 11,600.00 $ 11,600.00 $ 9,500.00 $ 9,5HOW E z11N CLUDES MAIN UNE FIIIN GI D $ 5,600.00 $ 11,200.00 $ 8,300.00 $ 16,600.00 $ 11,600.00 $ 23,200.00 $ 10,750.00 $ 21,500.00 0 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 IMPROVEMENTS lH-E1THRUH-EBI AL $ 5$,950.00 $ 56,5$$.00 $ 1%ws.00 $ 74,952.63 NOBID P-F WASTEWATER TS(,,SECTIION 01D29101 AND BASIS FOR oNF(F—%E PART F) 0 $ 99.00 $ 99.00 $ ROOM $ ROOM $ 50.00 $ Sam $ Sam $ 90.00 F2 T. ANCUNANTICIPATED WASTEWATER IMPROVEMENTS0 $ 2,000.00 $ 2,000.00 $ 2,000.00 $ 2,000.00 $ 2,000.00 $ 2,000.00 $ 2,000.00 $ 2,000.00 IMPROVEMENTS lH-FITHRU H-F2)AL $ 2,099.00 $ 2,100.00 $ 2,050.00 $ 2,090.00 MNOBID VIG TS( ,SECTION 012901 MEASUREMENT ND BASIS FOR PAYMENT) oN(Mar.s°c PaBT GI 0 $ 199.00 $ 199.00 $ 100.00 $ 100.00 $ 331.00 $ 331�� 2 $ 225.00 BENCH FOR Gas LINE(CLD USTMENTTO BEI G2 YET oNTIFT CLD $ 43.00 $ 4,300.00 $ 65.00 $ 6,500.00 $ 72.00 $ 7,200. $ 5,000.00NsIH-G1THRUH-G21 LF $ $,$99.00 $ 6,600.00 $ ],531 $ 5,225.00 EWA TOTAL BASE BID H-(PARTSATHRU G) $ 7,013,$83.20 $ ],389,8]$.50 $ ],953,98] $ 7,959,22].$0 Page 9 of 9 Capital Improvement Flan 2022 rhru 2024 City of Corpus Christi, Texas Project# 18164 Project Name Residential Streets Type Recondition/Longevity Department Public Works Useful Life 25 years Contact Director of Public Works Category Street-Rehabilation Priority 2 Critical-Asset Condition Status Active Description Residential Street Rebuild Project will include new pavement and limited curb and gutter,sidewalk,ADA compliant curb ramps and signage.For an individual residential streets projects listing please go to https://RSRP.ectexas.com Justification Consistency with the Comprehensive Plan;Policy Statements pp.25-32;Transportation Master Plan. This project will improve the road and accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2022 2023 2024 Total Construction/Rehab 16,596,107 9,820,000 9,820,000 9,820,000 46,056,107 Design 3,300,228 1,460,000 1,460,000 1,460,000 7,680,228 Storm Water-St. 4,031,742 2,375,178 2,375,178 2,375,178 11,157,276 WasteWater-St 18,897 8,920 8,920 8,920 45,657 Water-St. 378,248 178,548 178,548 178,548 913,892 Gas-St. 7,243 3,419 3,419 3,419 17,500 Eng,Admin Other Estimated 1,155,736 360,000 360,000 360,000 2,235,736 TOW 25,488,201 14,206,065 14,206,065 14,206,065 68,106,396 Funding Sources Prior Years 2022 2023 2024 Total G.O. Bond 2018 10,550,000 10,550,000 Residential St.(Property Tax) 9,502,071 12,000,000 12,000,000 12,000,000 45,502,071 Revenue Bonds 5,436,130 2,206,065 2,206,065 2,206,065 12,054,325 Total 25,488,201 14,206,065 14,206,065 14,206,065 68,106,396 Budget Impact/Other 71 An assessment is completed each year to determine the funding needed. 206 se G� O'1 +-� H V oRPORP�g4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema�cctexas.com (361) 886-2603 Approval to submit a grant application to the State of Texas, Criminal Justice Division for funding available under the Body-Worn Camera Grant Program FY2022 CAPTION: Resolution authorizing submission of a grant application for $75,000.00 to the State of Texas under the Body-Worn Camera Grant Program with City cash match of$25,000.00 to equip Corpus Christi Police Department police officers with body-worn cameras. SUMMARY: Funding is available from the State of Texas, Criminal Justice Division, under the Body-Worn Camera Grant Program FY 2022 to equip police officers in Texas with body-worn cameras. BACKGROUND AND FINDINGS: In 2019, Corpus Christi Police Department (CCPD) invested in the Panasonic body-worn camera and in-car camera system. CCPD currently has 224 body-worn cameras issued to field officers. CCPD's current body-worn camera batteries have begun to lose their ability to hold a charge due to age. Since the body-worn cameras each have an internal battery, the body-worn camera units must be shipped to the manufacturer for battery replacement at a cost of $200.00 per unit. This causes CCPD to continually spend funds shipping the units for battery changeouts. It also risks the chance of having batteries fail before or during critical incidents when body-worn cameras are needed. Purchasing new cameras for the CCPD will help ensure that they do not have equipment failures during critical incidents and will help reduce costs associated with shipping camera units to the manufacturer for battery replacements. As part of this process, the cameras that are at end of their useful lives will be identified and replaced with the new ones provided for by the grant. The City's Information Technology (IT) department actively works with CCPD's Operations Division to maintain a working cache of body-worn cameras and will continue to do so with the new supply. Over the next three years 250 body-worn cameras will be replaced as they fail. Funding is available to purchase body-worn cameras and supplies for officers who engage in traffic or highway patrol or otherwise regularly detain or stop motor vehicles, or primary responders who respond directly to calls for assistance from the public. Funding from the State will provide for the following: 1. Body Worn Cameras (59) 2. Magnetic mounts for cameras on officers (100) 3. Five-year warranty on 59 body worn cameras 4. Eight bay charging dock to charge cameras (10) 5. In car synch dock for officers to download camera footage in vehicle (41) A 25% cash match of$25,000.00 is available from the Law Enforcement Trust Fund. The grant period is March 1, 2022 through February 28, 2023. This project will ensure that CCPD continues to update the cameras with the latest technology available from Panasonic through proactive purchasing and the replacement of body-worn cameras that will begin to fail due to age. ALTERNATIVES: The alternative is not to submit the grant and find available funding within the General Fund to begin replacement of the body worn cameras as they fail. FINANCIAL IMPACT: The Body-Worn Camera Grant in the amount of $75,000.00 will increase the Police Grants Revenue for the Body-Worn Camera Program with a cash transfer of $25,000.00 from the FY 2022 Law Enforcement Trust Fund to the Police Grants Fund for the City cash match. Funding Detail Fund 1074 Organization/Activity: 826100F Mission Element: 151 Project # (CIP Only): N/A Account: 520090 - Minor Tools and Equipment Amount: $25,000.00 RECOMMENDATION: Staff recommends submission of the grant application, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing submission of a grant application for$75,000.00 to the State of Texas under the Body-Worn Camera Grant Program with City cash match of $25,000.00 to equip Corpus Christi Police Department police officers with body- worn cameras. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager or designee is authorized to submit a grant application in the amount of$75,000 to the State of Texas, Criminal Justice Division under the Body- Worn Camera Grant Program FY 2022 for projects to equip peace officers with body- worn cameras, with a city cash match of $25,000. The above resolution was passed by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of , 2021. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor se G� O'1 +-� H V oRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of December 14, 2021 DATE: December 1, 2021 TO: Peter Zanoni, City Manager THRU: Andrea Gardner, Assistant City Manager and reaga(a).cctexas.com (361) 826-3506 FROM: Tracey K. Cantu, Interim Director Neighborhood Services Department traceyc�cctexas.com (361) 826-3021 Resolution Adopting the Housing Development Fee Waivers for Non-qualifying Homebuyers Program Guidelines CAPTION: Resolution adopting the Housing Development Fee Waivers for Non-qualifying Homebuyers Program Guidelines as authorized by the City of Corpus Christi Fiscal Year 2021-2022 Operating Budget. SUMMARY: The resolution adopts the program guidelines for the Housing Development Fee Waivers for Non-qualifying Homebuyers. The program will encourage developers to build residential homes for sale on infill lots. BACKGROUND AND FINDINGS: On September 7, 2021 , City Council approved $100,000 in the Fiscal Year 2021-2022 Operating Budget to provide developers fee waivers if they would build residential for sale home on infill lots. The program will increase the availability of homes for sale at an affordable price. Waivable fees in the program guidelines include building permit and plan review fees, municipal solid waste fees, and tap fees for water, wastewater, and gas. Reinspection fees are not included. Waived fees are not to exceed $7,000 per home. Homes are to be built on infill lots and the sales price and finished value can't exceed 80% of the area median sales price as determined by the U.S. Department of Housing and Urban Development adjusted annually. Last adjusted in June 2021, that value limit is $204,800. Homes can be built in any area of the city. Builders have 120 days from the date the fee waivers are provided to begin home construction and a lien for the amount of the fee waivers will be placed on the lot until the builder sells the home at a price within the limit. To receive the fee waivers, a builder will provide their name and contact information, the lot address, lot ownership status, the amount of waived fees anticipated, projected completion schedule and the projected sales price to the Neighborhood Services Department. The Neighborhood Services Department will notify the Development Services Department of eligibility and will reimburse the Development Services Department for the approved waived fees. The Housing Development Fee Waivers for Non-qualifying Homebuyers Program is a complementary program to the Infill Housing Incentive Program (IHIP). Builders can choose to participate in one program or the other but can't receive the benefit of both programs. IHIP builders must sell the home to a qualifying homebuyer with income at or below 80% of the area median but there are no income requirements with the Housing Development Fee Waivers for Non-qualifying Homebuyers Program. IHIP is an up to $25,000 reimbursement program while participants in the Housing Development Fee Waivers for Non-qualifying Homebuyers Program can receive up to $7,000 in waived fees. The Housing Development Fee Waivers for Non-qualifying Homebuyers Program is limited to fees for building permits and plan review, municipal solid waste fees, and tap fees for water, wastewater, and gas. IHIP includes more eligible costs, such as demolition of existing structures, water/wastewater infrastructure and required street improvement costs. ALTERNATIVES: The alternative is to not adopt these program guidelines and develop other guidelines. FISCAL IMPACT: City Council approved $100,000 for the program as part of the Fiscal Year 2021-2022 Operating Budget. Funding Detail: Fund: 1020 General Fund Organization/Activity: 11451 Housing Services Mission Element: 007 Nondiscrimination Program Project # (CIP Only): NA Account: 530206 Rebate Incentive Programs RECOMMENDATION: City staff recommends approval program guidelines. LIST OF SUPPORTING DOCUMENTS: Resolution Program Guidelines PowerPoint Presentation Resolution adopting the Housing Development Fee Waivers for Non- qualifying Homebuyers Program Guidelines as authorized by the City of Corpus Christi Fiscal Year 2021-2022 Operating Budget WHEREAS, on September 7, 2021 , the City Council adopted the Fiscal Year 2021- 2022 Operating Budget allocating $100,000 from the General Fund for housing development fee waivers for non-qualifying homebuyers; WHEREAS, there is a need to provide an incentive to encourage the development residential homes on infill lots; and WHEREAS, city staff and management have developed Housing Development Fee Waivers for Non-qualifying Homebuyers Program Guidelines for City Council consideration which are attached hereto as Exhibit "A." 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 Council hereby adopts the Housing Development Fee Waivers for Non-qualifying Homebuyers Program Guidelines attached hereto and incorporated herein as Exhibit "A". Page 1 of 2 PASSED AND APPROVED on the day of 2021: Paulette M. Guajardo Roland Barrera Gil Hernandez Michael Hunter Billy Lerma John Martinez Ben Molina Mike Pusley Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Page 2 of 2 City of Corpus Christi Housing Development Fee Waivers for Non-qualifying Homebuyers Program Guidelines Housing Development Fee Waivers for Non-qualifying Buyers Page 1 City of Corpus Christi Housing Development Fee Waivers for Non-qualifying Homebuyers 1. Purpose The purpose of the Housing Development Fee Waivers for Non-qualifying Homebuyers is to promote and encourage new home construction for sale through fee waivers. This program applies to infill lots in areas where existing street and utility infrastructure is available. 2. Benefits a. Revitalizes existing neighborhoods b. Adds to the assessed value rolls, increasing future City property tax revenue c. Improves maintenance of properties and potentially reduces crime d. Reduces Code Enforcement abatement expense 3. Definitions "Infill lot" or "infill housing" is the insertion of additional housing units into an already approved subdivision or neighborhood. Specifically for this program, this means the construction of new residential housing units built on a vacant lot or built on two non- conforming lots by re-platting through an administrative plat to remove the lot line within the City of Corpus Christi. 4. Eligibility Criteria a. Must meet the definition of infill lots. b. Must be in one of the following single-family residential zones: • RS-15, RS-10, RS-6 and RS-4.5 (see Unified Development Code for definitions). c. Must not be in an airport overflight zone or the Navy's Air Installations Compatible Use Zones (AICUZ), which includes the Accident Potential Zones (APZ) and Clear Zones. d. Home construction must begin within 120 days of being notified that the funding reservation is granted. e. Home construction must be completed and receive Certificate of Occupancy within nine months of construction start date. 1 ) Must meet all building standards and Unified Development Code requirements. 2) Must result in a newly constructed, on-site, single family home with finished floor plan of 900 square feet minimum. f. No mobile homes, no prebuilt homes moved onto the site. g. Will be subject to all permit requirements. h. Sales price and finished home value of $80,000 minimum not to exceed 80% of the area median sales price as determined by the U.S. Department of Housing and Urban Development adjusted annually. 5. Fee Waivers a. Builders may seek a waiver of certain development fees, not to exceed $7,000 per lot. Waived fees may include fees for building permits and plan review, municipal solid waste Housing Development Fee Waivers for Non-qualifying Buyers Page 2 fees, tap fees for water, wastewater, and gas, and other fees required for building a single- family home under these guidelines. Fee waivers do not include reinspection fees. b. Builders will be able to reserve funds by submitting their business information such as name and contact information, the lot address, ownership status, amount of anticipated waiver request, projected completion schedule and projected sales price. c. Builders must agree to enter into an Infill Housing Development Fee Waiver Agreement with the City that will set out the terms and conditions of the Housing Development Fee Waiver Program for the particular property. d. The Builder and City shall also co-sign a lien document that will be filed in the Nueces County Deed Records against the property being developed to cover the amount of Fee Waivers awarded to Developer until such time that the residential home is completed in accordance with the terms of this program and sold for a price that meets the requirements of this program. 6. Sale of City Owned Lots by Bid a. Selected city owned infill lots will be advertised and sold for fair market value through a sealed bid process in accordance with V.T.C.A., Local Government Code § 272.001. b. Bids must confirm to the bid procedures and specifications set forth in the published notice of sale. c. Infill lots will be awarded to the highest bidder. However, the city reserves the right to accept a bid that is lower than the highest bid received if the highest bidder does not meet the criteria of subsection 20-5(b) and the city has determined that a lower bid provides the best benefit for the taxpayers of the city. d. If the city accepts a bid that is lower than the highest bid received, as described above, then such bid will be deemed the fair market value of the property. e. Bidder awarded the infill lot will comply with all requirements specified in the program guidelines. 7. Department Responsibilities a. Executive/Management will: 1) Establish program objectives and develop implementation procedures. 2) Report to City Council the results of the program on at least an annual basis. b. Neighborhood Services Department will: 1) Manage the overall program to meet housing needs of the community. 2) Update website information about this program including the names of builders receiving fee waivers, the lots for which waivers have been provided and the amount of reservations made. 3) Confirm unit eligibility for the program and submit a letter of eligibility to Development Services so that Development Services can waive the fees. 4) Reimburse Development Services for the amount of waived fees. 5) Promote the program to builders. 6) Release liens as builders sell homes. 8. Other Conditions a. This program will be monitored and assessed for viability and may be discontinued at the discretion of the City of Corpus Christi. Housing Development Fee Waivers for Non-qualifying Buyers Page 3 b. The City will comply with the Tax Code Sec 34.051 Resale by taxing unit for the purpose of urban development. Housing Development Fee Waivers for Non-qualifying Buyers Page 4 II �� CORPUS CHRISTI NEIGHBORHOOD SERVICES Housing Development Fee Waivers for Non-qualifying Homebuyers • City Council December 14, 2021 Housing Development Fee Waivers / a==Is • City Council approved $100,000 in the FY22 Operating Budget for housing development fee waivers if the home is built on an infill lot • Homes must be in established neighborhoods with existing infrastructure • Allowable waivers are for building permits and plan review, municipal solid waste fees, and tap fees for water, wastewater and gas • Reinspection fees can't be waived • Waivers are not to exceed $7,000 • Based on several scenarios run by the Development Services Department, this limit is adequate for a home up to 1,800 sq. ft. Requirements / CORV�5 CHRIST, • 120 days to start construction and 9 months to finish • Home needs to be at least 900 sq. ft. • Sales price and finished value can't exceed 80% of the area median sales price • 2021 sales price limit is $204,800 • Builder must agree to have a lien placed on the property at the time the waivers are granted and the lien will be released at the time of sale • Other than being an infill lot, there is no requirement on location • Home can be sold to a buyer of any income S C�` o� � V NCORPOR 1'0 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of December 14, 2021 DATE: December 9, 2021 TO: Peter Zanoni, City Manager FROM: Michael Murphy, Chief Operations Officer for Water Utilities michaelmur(a).cctexas.com (361) 826-3556 Resolution authorizing the City Manager to negotiate a final real estate term sheet(s) for a seawater desalination treatment plant(s) CAPTION: Resolution authorizing the City Manager to negotiate a final real estate term sheet necessary to acquire real property interests at or near the Inner Harbor Nueces Bay Boulevard and the La Quinta Channel for seawater desalination and treatment plant(s) from Flint Hills Resources Corpus Christi, LLC and Occidental Chemical Corporation, respectively. SUMMARY This resolution authorizes the City Manager to complete the final negotiations regarding a real estate term sheet to acquire real property at or near the Inner Harbor Nueces Bay Boulevard and La Quinta Ship Channel seawater desalination sites. The final real estate term sheets will then be presented to City Council. BACKGROUND AND FINDINGS: The City of Corpus Christi is the regional water supplier serving the Coastal Bend, which includes all major municipalities and industrial water customers in Nueces and San Patricio counites. After the 2011-2013 drought of record, a group was formed to investigate a potential source for an uninterruptible water supply. The group evaluated various water supply options and ultimately focused their efforts on seawater desalination. From this work, the City of Corpus Christi Seawater Desalination Project began. A key feature of the City's project is the production of potable water. The City of Corpus Christi then moved forward to develop the funding mechanisms necessary to secure a drought- proof water supply project. Funding for the seawater desalination drought-proof water supply project would come from the Texas Water Development Board (TWDB), State Water Implementation Fund for Texas (SWIFT) in the form of a low interest loan for 222 million dollars. The City of Corpus Christi seawater desalination project team then developed 21 potential sites. These sites were evaluated and ranked using several screening criteria such as social, water quality, access to power and environmental criteria. Candidate sites where then narrowed down to two preferred sites. One site located near the Inner Harbor in Nueces county and the other located on the La Quinta Ship Channel in San Patricio County. The seawater Desalination team then begin discussion with the two landowners (Flint Hills Resources and Occidental Chemical Corporation) regarding the purchasing of land and permanent right of way easements for the diversion and treatment of seawater for water supply purposes. Funding for the land acquisition will come from the $11.4 million dollar tranche associated with the $222 million SWIFT loan. The City Manager will complete the final necessary term sheet negotiations with both landowners to acquire the real property needed to construct a seawater desalination diversion and treatment plant. Future City Council action will be required to enter into a real estate contract for one or both site locations. ALTERNATIVES: The alternative to not accepting the resolution is that the next major project step will not be meet such as the AEP power infrastructure study and the USACE permitting. Staff will also need to continue to defer the TWDB loan for construction, which could jeopardize funding of the project. FISCAL IMPACT: There is no fiscal impact regarding the resolution authorizing the City Manager to negotiate final real estate term sheet(s) for a Seawater Desalination treatment plant. RECOMMENDATION: Staff recommends approval of the resolution to authorize the City Manager to negotiate a final real estate term sheet necessary to acquire real property at or near the Inner Harbor and La Quinta Channel seawater desalination treatment plant sites. LIST OF SUPPORTING DOCUMENTS: Inner Harbor and La Quinta Channel Site Map Resolution — Negotiation for Purchase of Desal Property Resolution authorizing the City Manager to negotiate a final real estate term sheet necessary to acquire real property interests at or near the Inner Harbor Nueces Bay Boulevard and the La Quinta Channel for seawater desalination and treatment plant(s) from Flint Hills Resources Corpus Christi, LLC and Occidental Chemical Corporation, respectively Whereas, the City of Corpus Christi (the "City") is the supplier of water for the surrounding region, which includes Nueces and San Patricio Counties, in addition to other areas for which water is provided by the City on a retail or wholesale basis; Whereas, seawater desalination plants in a mix of multiple water sources can enhance the drought resistance and overall reliability of the City's supply of water to the region; and Whereas, the City has submitted applications to the TCEQ for desalination plants at the Inner Harbor Ship Channel Site and the La Quinta Channel Seawater Desalination Site as a step toward meeting the future needs of the regional water customers; Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Manager or designee is authorized to negotiate a final real estate term sheet, including all appropriate real estate documents, to acquire all real property rights necessary for desalination and water treatment, transmission, and storage facilities at or near the Inner Harbor Ship Channel Seawater Desalination Site at or in the vicinity of Nueces Bay Blvd, Summers St., Palm Dr., John St., and Broadway Street, Nueces Bay Heights Subdivision, Sunset Place Subdivision, and the Industrial Canal and areas in and adjacent to said locations, from Flint Hills Resources Corpus Christi, LLC and/or other affiliated entities or owners of necessary property. Section 2. The City Manager or designee is authorized to negotiate a final real estate term sheet, including all appropriate real estate documents, to acquire all real property rights necessary for desalination and water treatment, transmission, and storage facilities, including areas at or near the La Quinta Channel Seawater Desalination Site involving various properties between Highway 361 and the La Quinta Ship Channel and areas in and adjacent to said locations, from Occidental Chemical Corporation and/or other affiliated entities or owners of necessary property. C\Users,legistar\AppDataALocal,TempABCL Technologies\easyPDF 8\(dBCL(d480FE645(dBCL(d480FEb45.docx PASSED AND APPROVED on the day of 2021: Paulette M. Guajardo Roland Barrera Gil Hernandez Michael Hunter Billy Lerma John Martinez Ben Molina Mike Pusley Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Page 2 of 2 C:AUsers\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@480FE645\@BCL@480FE645.docx Q 1 i cu ra 3 Vl \ i -. •ate .. • _ . ., � �� � �� r"' .,., :gin f se G� O'1PH +-� H P AGENDA MEMORANDUM oRPORPg4 Public Hearing & First Reading Ordinance for the City Council Meeting 12/14/21 1852 Second Reading Ordinance for the City Council Meeting 1/11/22 DATE: November 2, 2021 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 Rezoning a property at or near 3202 Interstate 69 CAPTION: Zoning Case No. 1021-06, Walker Holdings and Development, LLC.: (District 1) Ordinance rezoning property at or near 3202 Interstate 69 from the "RS-6" Single-Family 6 District to the "RS-4.5" Single-Family 4.5 District. SUMMARY: The purpose is for the construction of single-family homes. BACKGROUND AND FINDINGS: The subject property is 117.29 acres in size. The subject property is currently zoned "FR" Farm Rural District, consists of vacant land, and has remained undeveloped since annexation in 1995. To the north is a Manufacture Home subdivision (Trinity Heritage West, 1999) and is zoned "RMH" Manufactured House District. To the south are properties outside of the City Limits that consist of a Mobile Home Community (Evelyn's RV & Mobile Home Park), vacant properties, and light industrial properties. To the east are vacant properties and large tract single-family homes zoned "RE" Residential Estate District. To the west are commercial properties (Mike Shaw Toyota and Hicks Family Nissan) zoned "CG-2" General Commercial District. The city incentivized development in this area in an effort to create housing for future employees of Steel Dynamics. Conformity to City Policy The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for a medium density residential use. The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the adjoining properties, and does not have a negative impact upon adjacent properties. The future land use map designates the subject property as a Medium Density Residential use. The density is between 4 to 13 dwelling units per acre. The maximum potential buildout at 13 dwelling units per acre is 1,222 single-family homes. The original preliminary plat for Calallen South Subdivision was 408 dwelling units. The proposed increase of single-family homes will be an increase of 97 units to a total of 505 dwelling units. Public Input Process Number of Notices Mailed 9 within 200-foot notification area 7 outside notification area As of November 2, 2021: In Favor In Opposition 0 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area Totaling 0.00% of the 200-foot notification area* is in opposition. 'Created by calculating the area of land immediately adjoining the subject property and extending 200-foot therefrom.The opposition is totaled by the total area of land that each individual property owner owns converted into a percentage of the total 200-foot notification area. Notified property owner's land in square feet/Total square footage of all property in the notification area=Percentage of public opposition ALTERNATIVES: 1. Denial of the zoning from the "RS-6" Single-Family 6 District to the"RS-4.5" Single-Family 4.5 District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission recommended approval of the zoning from the "RS-6" Single-Family 6 District to the "RS-4.5" Single-Family 4.5 District on October 27, 2021. Vote Count: For: 8 Opposed: 0 Absent: 1 Abstained: 0 Staff recommends approval of the zoning request. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report F R- TOCK �O U F T M TOS a U � O 1 ,ir. SS o� 3 UO -� .��.G�4 sue�Ecr PROPERTY U Q 1 h U � a ro y OL 2 A V Q � Dare Creared:10/1372021 _ T q Prepared By:,ReyR -' Deparrmenr onvevemrnenvServices Case # 1421-46 Aerial with Subject Property Subject — SUBJECT Property PROPERTY �o Co us Christi Bay T Map Scale: 1:7,500 w ' + City of Corpus LOCATION MAP Christi Case No. 1021-06, Walker Holdings and Development, LLC.: (District 1) Ordinance rezoning property at or near 3202 Interstate 69 from the "RS-6" Single-Family 6 District to the "RS-4.5" Single-Family 4.5 District WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property described as being a 117.291-acre tract of land, more or less, a portion of Gregorio Farias Grant, Abstract 592, Nueces County, Texas, and being a portion of a 160.62-acre tract of land described by deed recorded at Document no. 2002040593, as shown in Exhibit "A": from the "RS-6" Single-Family 6 District to the "RS-4.5" Single-Family 4.5 District. The subject property is located at or near 3202 Interstate 69. Exhibit A, which is the Metes and Bounds of the subject property with an associated map attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 2 of 7 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma That the foregoing ordinance was read for the second time and passed finally on this the day of 2022, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of ) 2022. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Page 3 of 7 Exhibit A MuRRAY SASS,-TY.., P.E,rtPL&- 365.1 S.ALAMEDA, 7.IP 7,8404 NlKGN 1d_WELSH.PF RPLS. P 461 882-3521—Fax 361:632-1265 wcacv.b ass-welsL.cam e-mail: mnrx apjx(ti;aol.cam e-mail: nixmWI(p.}rmail..com BASS R WELSH ENGINEERING P-O. ]Box 6397 Carpus Chxisd, TX 78466-6397 October 24,2018 1803&Nf&B-doc STATE OF TECAS ¢ COUNTY OF_IL'ECES De=i tion of a 117.291 acre tract of land more or less,a portion of Gregorio Fangs Grant,Abstract 542, Nueces Cbunty, Texas, and beinz a portion of a 1150.62 acre tract of land described by deed recorded at Document no. 2002C410599, ofiYciaL Records of said county, said 117.291 acre tract of land as further described by metes and bounds as follows= BEGINNING at a 518"iron rod found at the northwest corner of MER Subdivisicm,Block 1,Lot 1, a map of which is recorded in Volume 67, Page 25, map rec*rds of said county, said beginning point for the westernmost north corner of the tract herein described and being in the east right-of-way line of U-S. Highway 77,also known as Luka-state Highv ay 154; THENCE along said east right-of-way lime of Interstate Highway 69_NM'15'45'E.ZM-19: to a 5,r8'iron rod set for the northwest corner of the tract herein described THENCE S93"44'15"E 70.71'to a 518"iron rod set for northwesterly corner of the tract herein described; THENCE S84'44'15'I=34-48'to a 518:'iron rod set at the paint of curvature of a circular curve to the right having a central anele of 57°06:5(Y:,a radius of 160.00 and a chord bean 552'1450"E a distance of 152.47'; THENCE along the are of said cucular curve to the right a distance of 159-49'to a 51'3"iron rod set at the point of tangency THENCE 52987'25:'E 142.44 to a 518"iron rod set at the point of curvature of a circular curse to the left ha%.*a central anele of 38°5538',a radius of 100-00'and a chord bearing S43'45'14'E a distance of 66.64'; THENCE along the are of said circular curve to the left a distance of 157.44'to a 5j8"iron rod set at the point of tangent., THENCE S42'N)W'T 241.45'to a 5,8"iron rod set at the paint of curvature of a czeular curse to the left having a central angle of 18°14 W,a radins of 200.00'and a chord bearing 571'48 03"E.a distance of 153.33'; THENCE along the are of said circular carve to the leit a distance of 153.65'to a 5.8"iron rod set at the point of tangency; THENCE S38'47'09'E 192.4T to a S)i"iron rod set at the point of curvature of a macular cure to the left having a central angle of 89°56-4'7',a radius of 10.00'and a chord bea»ing_N54'14'32 E.a distance of 14.14; THENCE along the are of said circular curve to the left a distance of 15.76'to a 5187'iron rod set at the point oftangency; EXHIBIT "A" Page 1 of 3 Page 4 of 7 Metes and Bounds Description,117241 Acne Tract,October 29,2018,Continued; THENCE N09'115'08:M 597.64'to a 5.8"iron rod set in the south boundary line of a 30.46 arae tract of land described by deed as Tract 2 in Do^runt-No. 20150443153,said official records,for north central corner of the tract herein described; THENCE aloe,the south boundaryline of said 911.46 acre tract SS8'2T97"E 159 L.74'to a.7.5':iron rod found for north central corner of the tract herein described, north central corner of said 160.6'' acre tract and southeast corner of said 90.46 arae tract and being inthe northwest boundary ling of a 31.96 acre tract of land described by deed recorded at Document-No.2009027846,said official records: THENCE 5135°47-09"W 853.2&' along said northwest boundary line of 91.36 acre tract to a.5'W iron rod set for interior central caper of the tract herein described,interior central corner of said 160.62 acre tract and westernmost corner of said 91.36 acre tract: THENCE along the southwest boundary line of said 31.96 acre tract 55332'58"E?94.40'to a 5,+8'iron rod set for the southernmost corner of said 31.915 acre tract:central corner of said 160.153 acre tract,and southwest corner of Country Estates Unit 4, a map of which is recorded in Volume 90,Page 86,said map records,for interior easterly corner of the tract herein described; THENCE along said south boundary line of Comitry Estates L:nit 4 N84'91'26 E 1359.53'to a 3.:3"iron rod set for the easternm+xt corner of the trail herein described at the point of intersection of said south boundary- line oundaryline of said County Estates Unit 4 and the northwest boundary line of a 100'nide drainage tract described by deed recorded at Vohmre 167,Page 492,Deed Records of said counW, THENCE along said northwest boundary line of 100'wide drainage tract S35°33'28"W 1444.18'to a TxDOT moment found for the southeast corner of the tract herein described and being in the north boundary line of Cole's Industrial Acres,a map of which is recorded in Volume 47,Pages 45 and 46,said map records; THENCE along said north boundary line of said Cble's Incinstnal Arses 589'26'34"55+and along the north boundary line of a 59.87 acre tract of land described by deed recorded at Document No.201,7421067, said ofl�cial records,at 2448_ 5,' pass a 578"iron rod found for the northeast corner of Hominick Acres,Black L, Lot 1,a map of which is recorded in Volume 44,Page 197,said map records,in all a distance of 2741.60'to a disturbed 5737'iron rod found for the southwest corner of the tract herein described and southeast corner of a 15.33 acre tract of land described by deed recorded at Document No.20150M171,said official records; Tl- = C'E along the southeast boundark line of said 15.23 acre tract N09 1545'E 1026.54'to a 5;37'iron rod set for the northeast corner of said 15.23 acre tract and interior west corner of the tract herein described; THENCE N84°44'15"V4' along the northeast boundary line of&aid 15.23 acre tract and along the northeast boundary line of CAH-DHL Commercial Tract,Block 1,Lot L, a,map of which is recorded in Volume 68, Page 532,s aid map records,a distance of 614.38'to a 3;'8"iron rod set for the westernmost mer of the tract herein described and northwest caper of said 1523 acre tract and beine in said east right-Gf-waw line of USF Highway 771H 69: THENCE along said east right-of-way line of US Highway 77;TH 154 N09 15'45"E 150.00'to a 5iW iron rod found for a west corner of the tract herein described and westernmost or southwest earner of said MER Subdivision; THENCE 580'44'15"E 614.98'along the southwest boundary line of said MER Subdivision,Block 1,Lot 1 to a nail found for westerly interior corner of the tract herein deumbed and southeast eoraer of said MER Subdivision,Block 1,Lot 1; E TiIBIT 44A" Page 2 of 3 Page 5 of 7 Metes and Hounds Description,117291 Acre Tract,October 29,2018,Continued; THENCE along the southeast boundary!me cd Paid MER Subdi-,iz-ion,Block 1,Lot 1,N09°15'45"E.L93.66'to a point(monument not sett far a esterly earner of the tract herein described and soutlm-est rnrner of MER Subdivision,Bleck 1,Lot_'; THENCE SW 4-4'ffT 121.11'along the muthwest boundary Jure of said IIE.R Subdisisicn,Slack 1,Lot 2 to a.7..0`izon rod set fcr northwest"interior goner of the tract herein destabed and southeast corner of said MER SubdrSisiorl,Slocl 1,Lot_'; THENCE alone the southeast boundark lige of said MER Snbdwmion,Block 1,Lot?,*l09'15'45"E 311.4''to a 518"iron rod with plastic cap Labeled"Urban Pngineezinr found for nortlm-esterly interior corner of the tract herein described and northeast corner of said MER Subdivision,Bloch 1,Lot THENCE N42'11'37:W 172.8T along a north boundat}'line of said MER Subdivision to a fence post found for northwest" corner of the tract herein described and northernmost northeast corner of said MER Subdivision,Block 1,Lot 1; THENCE along the north boundary line of said M EER Sub&ision, Slack 1,Lot 1,N62'33'03''4S+632.01 to the POINT OF BECA-%N-I-%G,all iron nods dexmbed above as being set contain plastic cape.labeled`Sass and Welsh Engineering",the basis cd bearings of this description being the State of Texas Lambert Grid,South Zone,NAD 1983_ ���•. Fye yy ae N=eILM.We RP_L. *MomIt 22i1 E IIBIT "A" Page 3 of 3 Page 6 of 7 �S 3s'44'15'F 70, 71' {I NOT 15'45'E r S23'37'25'E 6d.d0' X142,44- CAH—DHL COMMERCIAL —PORTION GREGORIO FAIR[A$ � '� ,µ„. TRACTS, BLOCK 1, LOT 1, s” �f z, GRANT. ABS 592. A (PORTION V. 60, P. 522. M.R. �1 R. :e Se 45 6 j,E OF A 164.62 AC. TRPZT, DOC. r a d . NO. 2002044593, O. �,._• �� "�*�f . til AU T, :'T. IjOf:, Nas l F' : ,O.R. VON RS-6 70%1'4F TRA'T .0 Fzlk �w I i'L.. .5'):_ 5-25+47':;Ya 8536_ii' O:�. NO. U� LkiL4>�i44, U. R. -w : I.36 A0. rpAcT, 41�n DOC NO. =91D27846, 0.R. Lmury R. K 00, _W:.-14, E: CL'=s•I'_ _$'E PARK 09, 65, t=571140'03'E 'H= L H I? .,0'E =_v_, SCALE, 1'— -.'. =k;', av6 WELSH ENGINEERING :H:�STI Tx CALALLEN S❑JTF NE EEEfI: EECII o:NzC.-Fo—ab. ,7LJJ T N� I XF I- B IT FILE f :'.—.':•,I•.::', Jt:.i •a'::. L..;T t.':FLE. '::-1fE I L::T DATE: ':,HEET - ;:F 1 Page 7 of 7 Zoning Case #1021 -06 Walker Holdings and Development, LLC. Rezoning for a Property at 3202 Interstate 69 From "RS-6" To "RS-4.5" .gT�CC N RFRWESi eLlq SRO F TCURK Subject Property ax ss u a' � vt4s Vicinity Map 1 Y City Council � � - _ December 14, 2021 Aerial Overview C7 F m u �m w # CJ 3 .Ji rr t § C SUBJECT e �� ''- 1 PROPERTY W CJ a � Q ri� 2 Zoning Pattern and Adjacent Development Buffer Yards: I _ C O-2 ���� `; ".Q l RS-4.5 to RMH: ogo Type B: 10' & 10 pts. 0 IFF, RS-6 to CG-2: ggg ��g Qo Type C: 15' & 15 pts. � � ggg Setbacks: d Street: 25 feet X0077 Side/Rear: 5 feet SUBJECT T PROOPERW Parking: 2 per dwelling unit 201 a Uses Allowed: + Single-Family Homes, N -_. 1 Home Occupations, O°C°L° Group Homes. Land Use Existing Land Use Future Land Use ME- I STOCKTON wr I FORT STOCKTON � FOR �' - FORTMCINTOSH --¢ -_R(FORT MCINTOSH j _ .FORTCLARI( y ' FORT CLARK f - C � N aRE�s RE yp j SUBJECT z / UBJECT j PROPERTY PROPERTY a _ f W / � 2 r a O High Density Commercial _� e Vacant Drainage Commercial Mixed Use Residential Low Density Manufactured 0 Park Med.Density Permanent Residential Homes Q Government O _ Residential Open Space 4 Public Notification 9 Notices mailed inside 200' buffer RM-= !"CG-2 ,� RS-6� FORT STOCKTON FORTMCICKTO 7 Notices mailed outside 200' buffer c�i~ tNn¢ Wi`cc'z 1._FORTCLARK U Notification Area Opposed: 0 (0.00%) Separate Opposed Owners: 0 SUBJECT�/ PROPERTY,' In Favor: 0 (0.00%) o / U� 0 a Notified property owner's land in square = LEOLA OR feet/Total square footage of all property in V the notification area = ,' Percentage of public opposition Planning Commission and Staff Recommendation Approval of the "RS-4.5" Single-Family 4.5 District Utilities g 1L ,q,s Wate r: 6-inch PVC 6 PJC PNrvgt Wastewater: 12-inch PVC Gas: u 2-inch Service Line SUBJECT PROPERTY Storm Water: 36-inch along Interstate 69 PLANNING COMMISSION FINAL REPORT Case No. 1021-06 INFOR No. 21ZN1041 Planninc Commission Hearin Date: October 27, 2021 Owner: Walker Holdings and Development, LLC. Applicant: Walker Holdings and Development, LLC. Location Address: 3202 Interstate 69 .0- Legal Description: Being 117.291-acre tract of land, more or less, a portion of a_J u Gregorio Farias Grant, Abstract 592, Nueces County, Texas, and being a portion of a 160.62-acre tract of land described by deed recorded at Document no. 2002040593, located on the east side of Interstate 69, south of County Road 52, and north of the City Limits. From: "RS-6" Single-Family 6 District To: "RS-4.5" Single-Family 4.5 District �o Area: 117.29 acres Purpose of Request: To allow for the construction of single-family homes. Existing Zoning District Existing Future Land Use Land Use Site "FR" Farm Rural Vacant Medium Density Residential c Vacant and Medium and North "RMH" Manufactured Home Manufactured High Density E Homes Residential 0Vacant, Mobile South "OCL" Outside Cit Limits Homes, and Planned City Development Light Industrial X "FR" Farm Rural and Vacant and Medium Density wEast "RE" Residential Estate Low Density Residential Residential Vacant and Commercial and West "CG-2" General Commercial Medium Density Commercial Residential 06 Area Development Plan: The subject property is located within the boundaries 0 c of the Northwest Area Development Plan and is planned for a medium density residential use. The proposed rezoning to the"RS-4.5" Single-Family 4.5 District a c is consistent with the adopted Comprehensive Plan (Plan CC). Q j City Council District: 1 Zoning Violations: None Staff Report Page 2 c ° Transportation and Circulation: The subject property has approximately 290 feet of street frontage along the Interstate 69 Access Road which is designated L ° as an "F1" Freeway/Expressway. According to the Urban Transportation Plan, a c "F1" Freeway/Expressways can convey a capacity between 60,000 to 200,000 Average Daily Trips (ADT). H Street Urban Transportation Proposed Existing Traffic Plan Type Section Section Volume p400' ROW 300' ROW Interstate 69 F1 Freeway/ Varies 250' 12,985 Expressway paved paved ADT (2013) Staff Summary: Development Plan: The subject property is 117.29 acres in size. The owner is proposing the construction of single-family homes. Existing Land Uses & Zoning: The subject property is currently zoned "FR" Farm Rural District, consists of vacant land, and has remained undeveloped since annexation in 1995. To the north is a Manufactured Home subdivision (Trinity Heritage West, 1999) and is zoned "RMH" Manufactured House District. To the south are properties outside of the City Limits that consist of a Mobile Home Community (Evelyn's RV & Mobile Home Park), vacant properties, and light industrial properties. To the east are vacant properties and large tract single-family homes zoned "RE" Residential Estate District. To the west are commercial properties (Mike Shaw Toyota and Hicks Family Nissan) zoned "CG-2" General Commercial District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is partially platted. Utilities: Water: 6-inch PVC line located from Interstate 69 or Emory Drive. Wastewater: 12-inch PVC line located to the northeast and will be accessed through easement. Gas: 2-inch Service Line from Emory Drive. Storm Water: 36-inch line located along Interstate 69. Plan CC &Area Development Plan Consistency: The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for a medium density residential use. The proposed rezoning to the "RS-4.5" Single-Family 4.5 District is consistent with the adopted Comprehensive Plan (Plan CC). The following policies should be considered: • Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). Staff Report Page 3 • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 3) • Promote interconnected neighborhoods with appropriate transitions between lower-intensity and higher-intensity land uses. (Future Land Use, Zoning, and Urban Design Policy Statement 3). Department Comments: • The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the adjoining properties, and does not have a negative impact upon adjacent properties. • The future land use map designates the subject property as a Medium Density Residential use. The density is between 4 to 13 dwelling units per acre. The maximum potential buildout at 13 dwelling units per acre is 1,222 single-family homes. • The original preliminary plat for Calallen South Subdivision was 408 dwelling units. The proposed increase of single-family homes will be an increase of 97 units to a total of 505 dwelling units. Planning Commission and Staff Recommendation (October 27, 2021): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RS-4.5" Single-Family 4.5 District. Number of Notices Mailed — 9 within 200-foot notification area. 7 outside notification area As of November 2, 2021: In Favor — 0 inside notification area c — 0 outside notification area 0 In Opposition — 0 inside notification area UZ — 0 outside notification area 0 Z Totaling 0.00% of the land within the 200-foot notification area in opposition. a- *Created by calculating the area of land immediately adjoining the subject property and extending 200-foot therefrom. The opposition is totaled by the total area of land that each individual property owner owns converted into a percentage of the total 200-foot notification area. Notified property owner's land in square feet /Total square footage of all property in the notification area = Percentage of public opposition Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) Staff Report Page 4 3 RM-2 U CG-2 � IL RS-8 x FORT STOCKTON RMH FORT MCINTOSH Q ufl CG- 2 FORT CLARK LU U to ~ F FR � . s�. 5 R 4 l CG-2 W 3 U 0 3" B Q 01 x 5U8JECT "f PROPERTY CG-2 7 C3 Fa U tD V N o Q 01 LEOLA OR s w �t Q M Date Created.I LVInO21 0 125 250 Prepared"y:,ReyR tarararo Feet Department of Dcyelopment Services N. Case # 9029-06 ZONING & NOTICE AREA =- RM-t Multifamily IL Lightlndustrial �-- RM-2 Multifamily IH Heavy Industrial ------ SUBJECT RM-3 Multifamily PI10 Planned unit o¢v.Overlay ON Professional Office RS-10 Single-Family 10 PROPERTY P RM-A7 Multifamily AT RS-5 Single-Family6 -------' d � CN-1 Neighborhood Commerclal RS-4.5 Single-Family 4.5 u CN-2 Neighborhood Commercial R5-TF Two-Famlly CR- Resort Commerclal RS-15 Single-Family 15 ° S,CR-2 Resort Commercial RE Residential Estate CG-1 General Commerc ial RS-TH Townhouse _ Co 1I5 Chnsv Bay CG-2 General Commercial 5P Special Permit -� CI Intensive Commercial RV Ree—ti-al Vehicle Park CBD Downtown Commerclal RMH Manufactured Home CR-S Resort Commercial .� FR Farm Rural HHistoric Overlay BP si Buness Park uE wthwilit 200 Properly OwnersCity of 20°'6up rO i favor COTpllS 4 ow¢ wahm 2°°cared°" owne LOCATION MAP t� attached ownership table rn°pp°vti°n Cr r ltsi se G� O'1PH +-� H P AGENDA MEMORANDUM �oRPORP�g4 Public Hearing and First Reading Ordinance for the City Council Meeting 12/14/21 1852 Second Reading Ordinance for the City Council Meeting 1/11/22 DATE: November 1, 2021 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 Text amendments to the Unified Development Code (UDC) concerning Historic Designations and the Board of Adjustment CAPTION: Ordinance of the City of Corpus Christi, Texas adopting text amendments to the Unified Development Code (UDC) to remove the Planning Commission from historic designation review process and to identify grounds for undue hardship the Board of Adjustment may consider for a variance. SUMMARY: As part of the 87th Texas Legislature, bills were passed into laws that became effective on September 1, 2021. Such new laws are related to the boards of municipalities that determine historic designations and the required findings involving variances of structures by the Board of Adjustment. The statue speeds up the designation process as Council would designate the Landmark Commission as the sole board/commission that will be required to recommend the designation of landmarks straight to Council. Currently, any designation must go through Landmark Commission, Planning Commission, and City Council. BACKGROUND: Senate Bill 1585: Relating to requirements for the designation of a property as a historic landmark and the inclusion of a property in a historic district by a municipality. UDC Amendment: The City Council must elect whether to appoint the Landmark Commission or the Planning Commission regarding the recommendation of designating historic designations and/or districts. The amendment language recommends that the Landmark Commission will provide a recommendation of a historic designation. Additionally, if a property owner does not consent to their property receiving a designation or inclusion into a historic district, a 3/4 vote of both the Landmark Commission and City Council will be required to overrule the property owners wishes. House Bill 1475: Relating to municipal board of adjustment zoning variances based on unnecessary hardship. UDC Amendment: Language will be added to the UDC to provide additional clarity to the Board of Adjustment regarding the required findings in the event of deliberating a potential variance to a structure. According to §3.2.1 of the UDC, text amendments may be made from time to time in order to: (a) establish and maintain sound, stable and desirable development within the City or its ETJ; (b) correct textual errors; or(c) adjust the text of the UDC in response to changes in conditions either in a particular area or in the city in general. The effect of these proposed text amendments will be city-wide. ANALYSIS AND FINDINGS: Per§3.2.3 of the UDC, in determining whether to approve, approve with modifications, or deny a proposed Unified Development Code text amendment, the applicable review bodies shall consider the following criteria: 1. The amendment promotes the purpose of this Unified Development Code as established in Section 1.2. The UDC was established to reflect the City's Comprehensive Plan and its goal to improve and protect public health, safety, and welfare. 2. The amendment is consistent with the Comprehensive Plan. 3. The amendments are consistent with other codes and ordinances adopted by the City and are otherwise internally consistent with other provisions of this Unified Development Code, or that any provisions with which the amendments are or may be inconsistent also are proposed to be modified. The effects of all such modifications shall meet the above criteria, promote the public health, safety, and welfare, and be consistent with any applicable federal and state requirements. 4. The fiscal impact on the City and the effect on taxpayers and ratepayers of the proposed amendment. The proposed text amendments do not conflict with existing language in the UDC nor the Municipal Code. Additionally, the adoption of new state statues is directly linked to the third condition of the review criteria listed above. ALTERNATIVES: 1. Denial of an Ordinance of the City of Corpus Christi, Texas adopting text amendments to the Unified Development Code (UDC). FISCAL IMPACT: There are no fiscal impacts associated with this item. RECOMMENDATION: Planning Commission recommended approval of the proposed UDC text amendments on September 1, 2021. Vote Count: For: 8 Opposed: 0 Absent: 1 Abstained: 0 Staff recommends approval of the UDC text amendments. LIST OF SUPPORTING DOCUMENTS: Ordinance and Presentation Ordinance adopting text amendments to the Unified Development Code (UDC) to remove the Planning Commission from historic designation review process and to identify grounds for undue hardship the Board of Adjustment may consider for a variance WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding this amendment of the City's Unified Development Code(" UDC"); WHEREAS, a public hearing was held during a meeting of the Planning Commission when said Commission recommended approval of the proposed UDC amendments, and with proper notice to the public, an additional public hearing was conducted during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, S.B. 1585 amends Section 211.0165 of the Local Government Code, providing that a municipality with more than one zoning, planning, or historical commission must designate one of those commissions as the entity with exclusive authority to approve the designations of properties as local historic landmarks and the inclusion of properties in a local historic district. WHEREAS, H.B. 1475 adds Section 211.009 (b-1) to Local Government Code to provide grounds a board of adjustment may consider determining whether compliance with the zoning ordinance as applied to a structure would result in an unnecessary hardship; WHEREAS, amendments are to promote public safety, enhance quality of life through visual relief and facilitate development and redevelopment; and WHEREAS, the City Council has determined that this amendment to the UDC would best serve the public's health, necessity, convenience and the general welfare of the City and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The recitals contained in the preamble of this Ordinance are determined to true and correct and are hereby adopted as a part of this Ordinance. SECTION 2. UDC Article 3 "Development Review Procedures", Section 3.4 "Historic Overlay District or Landmark Designation", is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 3.1.6.A Application Initiation 1. Development applications may be initiated according to the ollowing table. LL N r- cm 0 f0 a`+ m C > v £ N c_ O d N Procedure c .y c p 'a E m Q @ £ j c 3 Q a`pp �—° o ° � ar°in c moo m � a o Y Q V U V Q U U UDC Text Amendment J J J J J J J Zoning Map Amendment J J J J (Rezoning) Historic Overlay district J J J J or Landmark Designation All other review procedures described in J this Article =Entity may initiate application 3.1.8 Public Hearing Requirements A. Summary of Hearings A public hearing shall be required for development review procedures as shown in the table below: Procedure Landmark Building Code Board of Planning City Commission Board of Appeals Adjustment Commission Council UDC Text Amendment V V Zoning Map V V Amendment(Rezoning) Area-wide Zoning Map * * Amendment(Rezoning) V V Historic Overlay District V V V Designation Planned Unit V V Development Special Permit V V Special Use Exception V Dune Protection Permit V (Kleberg County) Beachfront Construction V Certificate Certificate of Appropriateness for V Demolition Variance V Floodplain Variance V Appeal of V Administrative Decision V= Hearing required * Requires joint hearing SECTION 3. UDC Article 3 "Development Review Procedures", Section 3.4 "Historic Overlay District or Landmark Designation", is amended by adding the following language that is underlined (added) and deleting the language that is stricken ® as delineated below: Page 2 of 6 3.4.2.A Staff Review 1. The Assistant City Manager of Development Services shall notify the owner of such property of the proposed designation and shall secure an affidavit from the owner, stating their consent to the proposed designation. If the property is owned by an organization that qualifies as a religious organization, the City may only designate the property as a historic landmark or apply the Historic Overlay District if the religious organization consents. The property owner may withdraw consent at any time during the designation process. 2. If the property owner does not consent to the proposed designation or inclusion of the owner's property into a historic district, a three-fourths vote of approval is required by the Landmark Commission, Dlonninry Gemmiooirvn and the City Council. 3. The Assistant City Manager of Development Services shall review the application and, considering the review criteria in Subsection 3.4.3, make a recommendation to the Landmark Commission and City Council. 4. The City must provide the property owner a statement that describes the impact that a historic designation of the owner's property may have on the owner and the owner's property. The City must provide the statement to the owner not later that 15th day before the date of the initial hearing on the proposed designation of the property by the City Council. 5. The historic designation impact statement must include lists of the: a. regulations that may be applied to any structure on the property after the designation; b. procedures for the designation; c. tax benefits that may be applied to the property after the designation; and d. rehabilitation or repair programs that the municipality offers for a property designated as historic. 3.4.2.6 Landmark Commission Review 1. Following notice in accordance with Subsection 3.1.7, the Landmark Commission shall hold a public hearing and make a recommendation to the City Council. 2. The Landmark Commission shall hold a public hearing on a historic overlay zoning district or landmark designation within 45 days from the date the application is deemed complete. An- i4i inol Dlonninry Grvmmiooirvn ni bliry hoorinry 4. 3. In the event an agreement on a recommendation cannot be reached by a majority or the Landmark Commission fails to take action on an application within the time limits prescribed in subparagraphs 3.4.2.6.2 and 3.4.2.6.3 above, the proposed amendment shall be forwarded to the City Council with a recommendation of denial. 3 4.2 G Dlmirroinn Rpy4ew l, FAII� n netiGe in rvnnrirr�onno h h��e�4ir�n the PIaRRiRg GeMM!SS!e l Esh l Page 3 of 6 d!StF!Gt eF Iandma* designatien within 45 days fFeM the date the appileatien is deemed GeMplete. Ri— iarotlelpl ASIA. -A.A. app"GatieR vVithip the time limits pFeGGFibed OR paFagFaphs 3.4.2.G.2 aR4 3.4.2.G.3 abeye the app"GatiZieR sh-all---he— RAV-Arded te the Gity (`ni irinil vilth a rn nn Wl Wl nr\P-;;t.ASIA. of. -elp..-,I 3.4.2.D City Council Final Action 1. Following notice in accordance with Subsection 3.1.7, the City Council shall hold a public hearing and approve, approve with conditions, or deny the historic overlay zoning district or landmark designation. If a proposed district or landmark has been recommended for disapproval by the P!aRR!Rg Landmark Commission, the designation shall not become effective except by a three-fourths vote of all members of the City Council. 2. The City Council shall take final action on the historic overlay zoning district or landmark designation within six months from the date the recommendation of the Landmark Commission is made. In the event the City Council shall fail to act within six months, designation shall be denied. 3. Classifications as a Landmark shall be in accordance with the permissible restrictions contained in Section 6.3. SECTION 4. UDC Article 3 "Development Review Procedures", Section 3.25 "Variance" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 3.25.3.B Insufficient Findings The following types of findings do not constitute sufficient grounds for granting a variance. 1. The property cannot be used for its highest and best use. -, fiP-,r,n-,I n haFd ert�� "esu 3- 2. There is a self-created hardship by the property owner or its agent. 4-. 3. The development objectives of the property owner are or will be frustrated. 3.25.3.E Considerations on Variances for Structures In exercising its authority, the Board may consider the following as grounds to determine whether compliance with the UDC as applied to a structure that is the subject of the appeal would result in unnecessary hardship: 1. The financial cost of compliance is greater than 50 percent of the appraised value of the structure as shown on the most recent appraisal roll certified to the Nueces County Appraisal District; 2. Compliance would result in a loss to the lot on which the structure is located of at least 25 percent of the area on which development may physically occur; Page 4 of 6 3. Compliance would result in the structure not being in compliance with a requirement of a UDC, Municipal Code, building code, or other requirement; 4. Compliance would result in the unreasonable encroachment on an adjacent property or easement; or 5. The City considers the structure to be a nonconforming structure. SECTION 5. If for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this Ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it may not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this Ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word, or provision of this Ordinance be given full force and effect for its purpose. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This Ordinance shall become effective upon publication. Page 5 of 6 That the foregoing Ordinance was read for the first time and passed to its second reading on this day, the day of , 2021, by the following vote: Paulette Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma That the foregoing Ordinance was read for the second time and passed finally on this day, the day of 2022, by the following vote: Paulette Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this day, the day of 2022. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 6 of 6 87th Texas Legislative Session Text Amendments Unified Development Code (UDC) Public Hearing City Council December 14, 2021 Background 871h Texas Legislature • Meets every two yea rs • 140-day session BILL • Wide range of Ucommittees • Some bills focus on municipal issues Senate Bill 1585 '. SB 1585 i�xa • Historic Designation • Landmark • Historic District • Property Owner Rights • If Opposed 3/4 Vote qj • Selection one Commission UDC • • m aOp LL � v, � ami � o moo m =a a o Q Q p U U Q U U UDC Text Amendment Zoning Map Amendment (Rezoning) Historic Overlay district or Landmark Designa tion All other review procedures described in this Article �I=Entity may initiate application UDC Section 3 . 1 .8 Boa4Vir-T Planning Adjustment Commission Zoning Map Amendment (Rezoning) Area-wide Zoning Map Amendment . . Historic Overlay District Designation J J .7 FF,U 07-IM.. TIM M DemolitionDune Protection Permit (Kleberg County) Beachfront Construction Certificate Certificate of Appropriateness for Appeal of Administrative Decision Hearing required Requires joint hearing 5 UDC Section 3.4.2.A 3.4.2.A Staff Review 1 . The Assistant City Manager of Development Services shall notify the owner of such property of the proposed designation and shall secure an affidavit from the owner, stating their consent to the proposed designation. If the property is owned by an organization that qualifies as a religious organization, the City may only designate the property as a historic landmark or apply the Historic Overlay District if the religious organization consents. The property owner may withdraw consent at any time during the designation process. 2. If the property owner does not consent to the proposed designation or inclusion of the owner's property into a historic district, a three-fourths vote of approval is required by the Landmark Commission, Qemmiooand the City Council. 6 UDC Section 3.4.2. B 3.4.2.6 Landmark Commission Review 1. Following notice in accordance with Subsection 3.1 .7, the Landmark Commission shall hold a public hearing and make a recommendation to the City Council. 2. The Landmark Commission shall hold a public hearing on a historic overlay zoning district or landmark designation within 45 days from the date the application is deemed complete. 3. The Landmark Commission shall make a recommendation on all historic overlay zoning district or landmark designation applications within six months from the date of the initial Planning Landmark Commission public hearing. 4. In the event an agreement on a recommendation cannot be reached by a majority or the Landmark Commission fails to take action on an application within the time limits prescribed in subparagraphs 3.4.2.6.2 and 3.4.2.6.3 above, the proposed amendment shall be forwarded to the City Council with a recommendation of denial. UDC Section 3 .4.2.0 2 4 7 CDlanniniv CArY.rY.ic�e�•.7TV7 4Zeview 1 Following noti— in annordanno with S ihc�on 3.1.7, Planning SFE�c.ccvrcra��c�—wTcrr�vu.�sccT��l. Commission shall hold a pubmG hearing and make a reGOrnmendatio the Qty ('ni innil mho Planning Co�?sien shall held a nuhlin hearing on the histor everlay zening d!GtFmGt er landmark designatlen within 45 days fFeffl the date annlination icy deemed gomnlnto 3. The Planning Commission shall make a reGOMmendation on all historm overlay zoning distriGt or landmark designation appliGations within sox rno from the date of the initial Planning Commission ni ihlin hearing 4. in the event an agreement en a FeGompnendatlen Gannet be reaehed by a majority of the Planning Gommissio see nt andvoting � Planning Commission falls to take aGtmen en an appliGatmen within the tome Immits preserl . , aragraphs 3.4.2.G.2 and 3.4.2.C.3 above, the appliGation. shall be forwarded to the City Cou mail with a rane.vm.vmendatien of denial 8 House Bill 1475 HB 1475 Board of Adjustment fb Required Findings • Hardships when considering a variance to a structure UDC Section 3.25-3. B 3.25.3.8 Insufficient Findings The following types of findings do not constitute sufficient grounds for granting a variance. 1 . The property cannot be used for its highest and best use. 2. There c a finaRGial er enenemin hardship. 3. 2. There is a self-created hardship by the property owner or its agent. 4. 3. The development objectives of the property owner are or will be frustrated. UDC Section 3.25-3. E 3.25.3.E Considerations on Variances for Structures In exercising its authority, the Board may consider the following as grounds to determine whether compliance with the UDC as applied to a structure that is the subject of the appeal would result in unnecessary hardship: 1 . The financial cost of compliance is greater than 50 percent of the appraised value of the structure as shown on the most recent appraisal roll certified to the Nueces County Appraisal District; 2. Compliance would result in a loss to the lot on which the structure is located of at least 25 percent of the area on which development may physically occur; 3. Compliance would result in the structure not being in compliance with a requirement of a UDC, Municipal Code, building code, or other requirement; 4. Compliance would result in the unreasonable encroachment on an adjacent property or easement; or 5. The City considers the structure to be a nonconforming structure. 11 Planning Commission and Staff Recommendation Approval of the proposed text amendments to the UDC BOA Examples 3 Scenario #1 "`' •y, The financial cost of compliance is greater than 50 percent of the w = , appraised value of the structure as shown on 4 the most recent appraisal roll certified Appraisal District to the Nueces County �`-. BOA Examples 1 ==- Scenario #2 -: Compliance would result in k a loss to the lot on which �- the structure is located of at least 25 percent of the f _ area on which development - may physically occur; se G� O'1PH +-� AGENDA MEMORANDUM Public Hearing & First Reading (Tabled) for the City Council Meeting 12/07/21 CORPOR I First Reading Ordinance for the City Council Meeting 12/14/21 1852 Second Reading Ordinance for the City Council Meeting 1/11/22 DATE: October 8, 2021 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 Rezoning a property at or near 1645 14th Street CAPTION: Zoning Case No. 1021-03, SRPC Properties, LLC.: (District 2) Ordinance rezoning property at or near 1645 14th Street from the "RS-TF" Two-Family District and "CG-2" General Commercial District to the "RM-2" Multifamily District. SUMMARY: The purpose of the rezoning request is to allow for the construction of eight multifamily units. BACKGROUND AND FINDINGS: The subject property totals 0.65 acres in size and is currently zoned "RS-TF" Two-Family District and "CG-2" General Commercial District. The site currently consists of three single-family homes and was annexed in 1938. To the north and west is a single-family subdivision (Fitchue Place Addition; 1912) zoned "RS-TF" Two-Family District. To the south is a commercial multi-tenant strip center zoned "CG-2" General Commercial District. To the east is a multifamily apartment complex recently constructed and zoned "RM-3" Multifamily District in 2008. Conformity to City Policy The subject property is located within the boundaries of the Midtown Area Development Plan and is planned for Medium Density Residential, High Density Residential and Mixed Uses. The proposed rezoning to the "RM-2" Multifamily District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. Adjacent properties consist of similar intensity of zoning and the recent rezoning across 14th Street from the subject property for a multifamily apartment complex of a higher density. Public Input Process Number of Notices Mailed 28 within 200-foot notification area 4 outside notification area As of October 14, 2021: In Favor In Opposition 0 inside notification area 4 inside notification area 0 outside notification area 0 outside notification area Totaling 12.85% of the 200-foot notification area* is in opposition. 'Created by calculating the area of land immediately adjoining the subject property and extending 200-foot therefrom.The opposition is totaled by the total area of land that each individual property owner owns converted into a percentage of the total 200-foot notification area. Notified property owner's land in square feet/Total square footage of all property in the notification area=Percentage of public opposition ALTERNATIVES: 1. Denial of the zoning from the "RS-TF" Two-Family District and "CG-2" General Commercial District to the "RM-2" Multifamily District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: The Planning Commission recommended approval of the zoning to the "RS-TF" Two-Family District and "CG-2" General Commercial District to the "RM-2" Multifamily on October 13, 2021. Vote Count: For: 8 Opposed: 0 Absent: 1 Abstained: 0 Staff recommends approval of the "RS-TF" Two-Family District and "CG-2" General Commercial District to the "RM-2" Multifamily District. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 1021-03, SRPC Properties, LLC.: (District 2) Ordinance rezoning property at or near 1645 14th Street from the "RS-TF" Two-Family District and "CG-2" General Commercial District to the "RM-2" Multifamily District WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property described as Lots 5-10, Block 1203, Fitchue Place, as shown in Exhibit "All: from the "RS-TF" Two-Family District and "CG-2" General Commercial District to the "RM- 2" Multifamily District The subject property is located at or near 1645 14th Street. Exhibit A, which is a map of the subject property attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 2 of 4 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma That the foregoing ordinance was read for the second time and passed finally on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of ) 2021. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Page 3 of 4 Exhibit A \ cl RM-3 \ 145.=7F \ sUB:lEcr 'L PROPERTY � p0 O \ Cyt RS-TF owe�re�ed:� zr C 125 25` �P�d By.RR FPe t Oepartmen r of Oeveiopm err[Services Case # 1421-03 SUBJECT PROPERTY WITH ZONING 9 ECT ,::EC AQIE PROPIIER W-1 Multifam iyl IL Lgh[In Vus[rel $ ,;—+'�� W-2 MUItItamly2IH Heavy Ind—ml kkk!!! fa13 Multifam 3yI PUD Planned U Mt❑ev.0-1w pry Prolessiooal ORice RS-10 Sl�rgle-Fam l ly 10 4 m MuIt'da m dy AT RSI Single-Famlly6 CN-1 Neigh boyhood Cammercel RS4.5 Sl jl Fam ily 4.5 CN-2 Neighborh.o Canmerchl $A CR-1 Resort Commercial RS 15 Sio-l.Fn Hy RS 15 Sini&.mllyl5 CR-2 Resort Co—. al RE Resid -Esfak• Z C 2 C rcral Cammercal SP TovrthI R.- 'r C62 GeiceralCommerc al a iF,y CI W.--Commercul SP Special Permit RV R CER Oown—Canmercial ecreational Yehlcle Park RMH Man�factmred Home T Mew CR-3 Resort Cammeicial u °a FR Farm Rural r CCorp- E, 7ry Of H Historic Overlay Corp g E, e�alaeaa Park LOCATION MAP Christi Page 4 of 4 PLANNING COMMISSION FINAL REPORT Case No. 1021-03 INFOR No. 21ZN1038 Planninc Commission Hearin Date: October 13, 2021 r_ Owner: SRPC Properties, LLC. r 0 Applicant: SRPC Properties, LLC. u a Location Address: 1645 14th Street a_J u Legal Description: Lots 5-10, Block 1203, Fitchue Place, located along the Q 06 west side of 14th Street, east of South Brownlee Boulevard, and north of Ayers 0 Street. From: "RS-TF" Two-Family District and "CG-2" General Commercial District To: "RM-2" Multifamily District io Area: 0.46 acres Purpose of Request: To allow for the construction of eight multifamily units. Existing Zoning District Existing Future Land Use Land Use Low, Medium Medium and it Two-Family and Density Site High Density � CG-2 General Commercial Residential, and Commercial Residential c � Low and Medium Medium and m .o North "RS-TF" Two-Family Density High Density N Residential Residential South "CG-2" General Commercial Commercial Mixed Use .X W East "RM-3" Multifamily District Commercial Mixed Use Low and Medium Medium and West "RS-TF" Two-Family Density High Density Residential Residential Area Development Plan: The subject property is located within the boundaries 06 cn of the Midtown Area Development Plan and is planned for a High and Medium M c Density Residential Use. The proposed rezoning to the "RM-2" Multifamily District is generally consistent with the adopted Comprehensive Plan (Plan CC) a _o and warrants an amendment to the Future Land Use Map. Q City Council District: 2 Zoning Violations: None Staff Report Page 2 c ° Transportation and Circulation: The subject property has approximately 150 feet of street frontage along 14th Street which is designated as a "Local / ° Residential" Street. According to the Urban Transportation Plan, a c "Local/Residential" Streets can convey a capacity up to 500 Average Daily Trips (ADT). H Street Urban Transportation Proposed Existing Traffic Plan Type Section Section Volume 14th Street "Local/Residential" 50' ROW 63' ROW Not 28' paved 35' paved Available Staff Summary: Development Plan: The subject property is 0.65 acres in size. The applicant is proposing eight multifamily units. Existing Land Uses & Zoning: The subject property is currently zoned "RS-TF" Two- Family District and "CG-2" General Commercial District. The site currently consists of three single-family homes and was annexed in 1938. To the north and west is a single- family subdivision (Fitchue Place Addition; 1912) zoned "RS-TF" Two-Family District. To the south is a commercial multi-tenant strip center zoned "CG-2" General Commercial District. To the east is a multifamily apartment complex recently constructed and zoned "RM-3" Multifamily District in 2008. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is platted. Utilities: Water: 6-inch C900 line located along 14th Street. Wastewater: 8-inch VCP line located along 14th Street. Gas: 2-inch Service Line located along 14th Street. Storm Water: 15-inch line located along 14th Street. Plan CC &Area Development Plan Consistency: The subject property is located within the boundaries of the Midtown Area Development Plan and is planned for Medium Density Residential, High Density Residential and Mixed Uses. The proposed rezoning to the "RM-2" Multifamily District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. The following policies should be considered: • Promote the stabilization, revitalization, and redevelopment of older neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). Staff Report Page 3 • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Promote compact and walkable mixed-use urban villages that concentrate retail and services within walking distance of neighborhood residences and where they could support improved public transportation service, such as expected major bus stations and future stops for bus rapid transit, creating "transit-ready" locations. (Future Land Use, Zoning, and Urban Design Policy Statement 2). • Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Promote interconnected neighborhoods with appropriate transitions between lower-intensity and higher-intensity land uses. (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Encourage direct arterial access for high-density apartments or interior access from a street designed specifically to collect the apartment traffic and distribute it directly to an arterial without passing through a lower density residential area. (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Encourage convenient access from medium-density residential development to arterial roads. (Future Land Use, Zoning, and Urban Design Policy Statement 3). Department Comments: • The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the adjoining properties, and does not have a negative impact upon adjacent properties. • Adjacent properties consist of similar intensity of zoning and the recent rezoning across 14th Street from the subject property for a multifamily apartment complex of a higher density. Planning Commission and Staff Recommendation (October 13, 2021): Approval of the change of zoning from the "RS-TF" Two-Family District and "CG-2" General Commercial District to the "RM-2" Multifamily District. Staff Report Page 4 Number of Notices Mailed — 28 within 200-foot notification area. 4 outside notification area As of October 14, 2021: In Favor — 0 inside notification area c — 0 outside notification area In Opposition — 4 inside notification area — 0 outside notification area 0 z Totaling 12.85% of the land within the 200-foot notification area in opposition. a- *Created by calculating the area of land immediately adjoining the subject property and extending 200-foot therefrom. The opposition is totaled by the total area of land that each individual property owner owns converted into a percentage of the total 200-foot notification area. Notified property owner's land in square feet /Total square footage of all property in the notification area = Percentage of public opposition Attachments: A. Location Map (Existing Zoning & Notice Area) B. Site Plan C. Public Comments Received (if any) Staff Report Page 5 c 27 11 3 0 RM-3 � — 23 26 — 7013 — 6 RS-7F 7 12 16 25 20 17 SUBJEcr T. PROPERTY 22 21 1 18 6 2 ,r 14 24 3 28 d � .2 s Ile 19 4 y� f-A RS-TF Dare crpared:sra��21 0 715 25 Rhepared By.ReyR Feet Deperonenr.fD—f pm—Services Case # 1421-03 ZONING & NOTICE AREA RM-1 Multifamily 1 IL Light Industrial RM-2 Mfam ily2 IHHeavylnd'uatrial Au1s ECTRAI-3 Multifam i IV PUD Plan ned Unit Dev.Orerlay ON Prole ssional Office S-I0 RSingle-Family 10 ^a PROPER RMaiT Multifamily AT RS. Single-Familyg CN-1 Neightwrhood Commercial RS-4.5 Si ng le-Fam i If 4.5 CN-2 Neightwrhood Commercial R5-TF Two-Family CR-1 Res ort C.mme reial RS-15 Single-Family 15 of CR-2 Resort Commercial RE Res identia.l Estate CG-1 Genera l C.mmerc'a l RS-TH Townhouse err Carpus Chns5 B: CG-2 GeneralCommerc al Sp 5 Penn[ J�' CI kdens've Commerc ial pecia ^I` GRD DowntownGmemerc ial RV Recreati.—I Yehic le Park CR-3 ResortCommercial RMH Martutactured Home 5 �. FR F.—Rual H Hbt.ric Ove ray '$pY DP B.sirress Park = Subs Property 011— m ` F py 4W 40200'GuNr lawn C� 4° � xo- �ph LDCRTION MAP Christi Staff Report Page 6 Yr p 8 k� 0 �s g 0 © y g U W Z r 4 II Z M J • LU z LU cn x 8 yB d s t� axm � w. x0 N hl ,�LL LL a o leia " Z JJ_J � w w w w w uJ w Staff Report Page 7 Persons with Msabllibes planning ra attend this imeetmg who may reQu"re special se"ices,are requested to comact erre pment Servide Depsrtmant at least 48 hours in advance at 161;,8a5-3240 Personas can inonia daddy sue tensa 1a i trsporl de aai�x ul rte y nxaulerenaanrac as ga{tes+aMes an!ea auQtica q6e J�n,aviso 4 rya antes da la iurNa Ilam{}al d rtannenta de aervippp, artalla rumen.(381)t126-324:8.. V±you w+sh to adoress the C:ornmiss"on during the rnee9mg and your English is IImJted.please cal the development Services Depsament at(361) 826•3240 at least 48 hours in advance to rtqutsl an ruRarpretar be present during ttrB rneetry $i oared discs dprialras a mmiae+an quf$tltRldi !nyiy� "m.sit raver de dt tligp Aamento de hist do desarrollo s,nijmer, ;}ryk_g28 32ie al mynas 4fl hCHe!artist/de is u�t"ta�arsf.9aMrytaf v+I,It9tEfIXetg ser prelyente duras a"urlta. CITY PLANNING COMMISSION PUBLIC NEARING NOTICE Rezoning Case No.. 1021-03 SRPC Pro erties. LLC, has �Witiored 'tie City of Corpus Ct"rlsti to consider a change of zoning from the "RS-TF" Two-Family District and "CG-2" General Commercial District to the "RM-2" Multifar District resultin in a change to the Future Land Use Map. The proposed development is an ei ht- unit apartment complex- The property to be rezoned is described as A property located at or near 1645 141"Street and described as Lots 5-it3, Block 1203, Fitchue Place. located along the west side of 14°"' Street, east of South Brownlee Boulevard, and north of Ayers Street. The Planning Commission n tray recommend to City Council approval or denial,or approval of an intermediate zoning classification and/or Special Permit. Approval of a change of zoning. If inconsistent with the City's Comprehensive Pian will also have the effect of amending the Comprehensive Plan to reflect the approved zoning The Planning Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council.The public hearing w1l be held Wednesday,Q;t9ber 13, during one of the Planning Commission's regular meetings, which begins at 5:30 p.m., in the City Council Chambers, 1201 Leopard Street You are invited to attend this public hearing to express your views on this rezoning request For more information,please call (361)826x3240. TO BE ON RECORD THIS FORM MUST BE FILLED ALIT SIGNED B`r` THE Cd.JRRFNT PROPERTY OVVNER(S)AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277,CORPUS CHRISTI,TEXAS 78469-9277 ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD NOTE: In accordance with the Planning Commission By-Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal,either at home or office,or in person, by telephone call or by letter. Printed Name: Address: #-sr v 'n" � A�I�'1�� a �/� _ � city/state/eASIK ( ) IN FAVOR { IN OPPOSITION Phoneir ' °�t✓ REASON: Signature .SFF MAP ON REVERSE SIDE Case No 102?-03 WOR Case w 2 QW 038 Prolecr Manager Andrew D"s Ptoerty Owner in 7 Email Andrew029ceteaas cam Staff Report Page 8 Persona with disabilities plalnn nil to anend:his mectrng awhn may requim aptaal serwtzm& are!ejueszol iG GC alae the Dryfoo xrrEwit Deportment at least 48 hours in advance at(36?y 826.3240 eill=W,. ir16r7R�1;tlLades.aue S ever la rate,ichor atij Ir. mayow par tceaa expenraiea se Iee xico aL depsrtarrenao de serves de aeaa►rr J .�) nu r381a a28324fD If you wish to addreaa the Commission during the meeting and your Engibh is limited,please call the f'Davaoprrexnt Sinrvn"ls Departmer!at(3x31) 826.3740 at resat 4d trcurs in adwaoe to^ettuest an interpreter be present during the Mee+ing ueied r e a rKt qtr.a a wrr r i g5 Gr dy iu y a ingliM�s^@rnradc,,tav�de siamar 31 separtacrttgC4:9 M1' _Sf lf*L _T2� al r um ro{ 7 PJ 25 i24�al m�np #�hWas angg '—unta oara&pll it r- ..a .I,.•;,r p -r 1 :r CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning C:ase No. 1021-03 SRPC Properties, LLC. has petitioned the City of Corpus Christi to consider a change of zoning from the "RS-TF" Two-Family District and "CG-2" General Commercial District to the "RfN-2" MuttifamiG District. Epsultino in a change to the Future Land Use Map. The proposed development is an eight unit a ent cpm Iex-The property to be rcznrec 1s tesc ben as. A property located at or near 1645 14'P'Street and described as tots 5-10, Bloch 1203, Fitchue Place. located along the west side of 141" Street, east of South Brownlee Boulevard, and north of Ayers Street_ Thr'Plginnrng C ornminsinprl may recommend to City Council approval or denial.or approval of an intermediate zoning classification andlor Special Permit Approval of a change of zoning, if Inconsistent with the City's Comprehensive'Plan,will also have the effect of amending the Comprehensive Plan to reflect the approved zoning The Planning Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council The public hearing.will be held Wednesday.October 13, 2021, during one of the Planning Commission s regular meetings, which begins at 5;30 p,m., in the City Council Chambers, 1201 Leopard Street. You are invited to attend this public hearing to express your views on this rezoning request For more information please call(361)826-3240. TO BE ON RECORD, THIS FORM MUST BE FILLED OUT SIGNED BY THE CURRENT PROPERTY OWNER(SI AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT P O BOX 9277,CORPUS CHRISTI TEXAS 78489-9277 ANY INFORMATION PROVIDED'BELOW BECOMES PUBLIC RECORD NOTE: In accordance with the Planning Commission By-Laws, no discussion shall be held by a member or members.of this Commission with an applicant or appellant concerning an application or appeal, either at home or office, or in person, by telephone call or by letter, Printed Name: I k /V,0 5) 4 G'u �l r Address:. 74l CitylStgte 'fid„ 12l t ': ( ) IN FAVOR 7�4fN'OPPOSITION Phone.;.- OPPOSITION � -771 REASON: i Signature SEE WAP ON RE'VE'RSE SS 0E Case No x021-03 N7 OR Caae No 21ZN1038 project Manager Andrew Dirrhas Property owner 1D 10 Erywt:Andre*02Codexas cam Staff Report Page 9 persons wtlh deabM ea plannsng to attend this rnestrny,wno+Wray require special services,ars requested to contact the Dswaldpment Samices DeWment at least 48 houws In Wwanoe of(351'l 825-V4e Personas can incaoacidades.uue benen la IntgnciOn de asasdr a esta lA,Xg& cue den aviso 48 novas antes d@ Is i+unfa aamsndo al departamento deidoa de numsru 12UL49 M you mah to address the Commesion dunry the meetog and your Engssh is limAW,phase call the Development Servrm C�,rnM»T• a' 826-3240 a1 feast 48 noses in advance to request air intsrpreter ire Meant during the meeting. •,iittt2d dross din©i jun fa it au Mgft es Yimdada_roarer ,arra•a'le�parry-,cru as s�rv.rior da r1w annllo al namena 5+3+ 926 4;'al manna ad 14 r%aWApRIlSdtjEjjt giEgjte se CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Cast? No. 1021-03 SRPC Propgrties, LLC, i as tretnt :neo :r-e City of Corpus Chtisti to consider a change of zoning from the "RS-TF" Two-Family District and "CG-2" General Commercial District to the "RM-2" Multifamily District, resulting in a change to the Future Land Use Map. The proposed development is an eight - unit-apartment complex. The property to be rezuried 1$ :1escr!beb a5 A property located at or near 1645 14" Street and described as Lots 5-10, Block 1203, Fitchue Place. locatedalong the west side of 141" Street, east of South Brownlee Boulevard, and north of Ayers Street. Tries Planning Commission may recommend to City Counci ,approval or denial,or approval of an intern-.r..a;r-_ zoning classification andror Special Permit. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan,will also have the effect of amending the Comprehensive Plan to reflect the approved zoning The Planning Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council. The public hearing will be held Wedneadat.Q,tober 13, 2021, during one of the Planning Commission's regular meetings, which begins at 5:30 mm., in the City Council Chambers, 1201 Leopard Street You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call(361)826.3240 TO BE ON RECORD THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNER(S)AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT P O BOX 9277, CORPUS CHRISTI TEXAS 78469-9277 ANY INFORMATION PROVIDED'BELOW BECOMES PUBLIC RECORD NOTE: In accordance with the Planning Commission By-Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal, either at home or office, or in person, by telephone call or by letter. i'rir,Led Name: c I i'41 ... guar ss. { fr " r(�7(t���rm { j IN FAVOR 6A IN OPPOSITION Pilofie a a REASON. Sgnature SEE MAP ON REVERSE WE -.i s Nr. 1021-03 tNFOR Case r"fo 21ZN1C/M Proms Mai, i.r-1rew Uma* Prtst>4rty Owner lD 12 Emaw ArcdreAWO,x;texas cam Staff Report Page 10 Persons with disabilities pturning to attend this meeting,who may require speaal serviose,are nspuasled to poritect the oevei oo t Ser-,-,. o"rtmenl at least 46 nouns in advance at(361)826-3240 Personas cin ocaoacidades, ue rams**-(ser"cim espe ae les suctica sue den jjyiiiQ 48 hares antes de la luno aaMando pt araariamenic de aervreraa da desk n6mero(3611$25.3240 M you wash to address"Corrimission during the meting and your English is funded.please Cas the Dewalppmerd Services t7epaarrieru at(36 1) 926-3240 at least 4B-tours in advarim to re""an ntprpWor be praaent doing the meeting Sr usled dere®d1r iirse a _Q9MMissron 6!1%nte la lurch v su inaies as im!P c,Ravor je ilarrar atftadnWrtjo de epnrrctios de desa+retic ai r u repo l]M 240#1 mens 48 horae3,.-nrttes de Ia Write para spliptar un nW_tpr-r• ,,r l 'unL• CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1021-03 SRPC Properties, LLC. has petitioned the City of Corpus Christi to consider a :hange of zoning from the "RS-TF" Tw -F tail District and "CG-2" General Commercial District to the "RM-2" Multifamily District, resulting in a change to the Future Land Use Map. The proposed development is an eight- unit apartment complex. The property tr,tic rezoned is described as A property located at or near 1645 14"Street and described as Lots 5-101, Block 1203, Fitchue Place. located along the west side of 14"" Street. east of South Brownlee Boulevard, avid north of Ayers Street The Planning Commission may recommend to City Council approval or denial,nr;ipr) rsval of an intermediate zoning classification amJlor Special Permit. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan,will also have the effect of amending the Comprehensive Plan to reflect the approved zoning The Planning Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council The public hearing will t>e held Wednesday,October 13, 2021. dunng one of the Planning Commission's regular meetings, which begins at 6:30 p.m. in the City Council Chambers„ 1201 Leopard Street. You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call (361)826-3240. TO BE ON RECORD. THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNER(S)AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P 0 BOX 9277,CORPUS CHRISTI TEXAS 78469-9277, ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD NOTE: In accordance with the Planning Commission By-Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal,either at home or office, or in person, by telephone call or by letter, Printed Name: Address: �,, '��.�' f �� _�CnPStat+e � "" �i' .J j°�r' ( j IN FAVOR ( IN OPPOSITION Phone .34, 1 '77��" C REASON: SFE MAP ON REVERSE S10E Casa No 1021.03 INFOR Case No 212NIOU Prolan Manager.Andrew Dimas r< 1 Arvareru.Mfbrrlprpu rYW" Zoning Case #1021 -03 SRPC Properties, LLC. Rezoning for a Property at 1645 14th Street From "RS-TF" and "CG-2" To "RM-2" ��a N lob a SUBJEC Y PROM"Y I �Qall .off @@ City Council @e December 7, 2021 Aerial Overview R F , .SUBJECT �� E I w '� k�\ PROPERTY cgs r F� 2 Zoning Pattern and Adjacent Development N c' Buffer Yards: ORM-2 to RS-TF or RS-6: Type B: 10' & 10 pts. h Points: Setbacks, Fencing, Landscaping, etc. r Setbacks: Street:20 feet Side & Rear: 10 feet Rear: 2:1 Setback(height) rr PL3oPCL3 Parking: 1 Bedroom—1.5 spaces/unit ?� 2+ Bedroom—2 spaces/unit 1 space/5 units—Visitors Landscaping, Screening, and Lighting Standards Uses Allowed: Single-Family Homes, Duplexes,Apartments, and Day Care Uses. Land Use Existing Land Use Future Land Use RS-TF TI ,,�a N i, �SUB:IECT/ SUBJECT `PROPERFY ,RROPERFY ';%moi/' \ O O z P� A P�� Pyr Med.Density High Density Commercial O Vacant O Commercial © _ Mixed Use Residential Residential Low Density= Professional O Med.DensityPermanent 0 Residential Public/Semi-Public Government Office Residential Open Space 4 Public Notification 28 Notices mailed inside 200' buffer 27 4 Notices mailed outside 200' buffer 0 RM-J ®� E � fU 16 1J K Notification Area V \ 25 Opposed: 4 (12.85%) Sm4kcq; s� Separate Opposed Owners: 1 21 PROPERTY fi r rJy id s n �Po 24 a 20 \ In Favor: 0 (0.00%) p` 9 C V� 145 0 P` Notified property owner's land in square feet/Total square footage of all property inRS.TF the notification area = ✓ Percentage of public opposition Site Plan sm�c5lwii"er[cwc vce Zvi[[v[ -. —N NOTES. r V I 6 m. SHIRLEY CARSON _� � zs*Izam w�ax�e _ f F__— ___ •_.__ couu[cT auo hmoYwr T( Nom•218-390 21075 KW v _ FIRST LEVEL ° e FLOOR PIAN O DH-101 6 Planning Commission and Staff Recommendation Approval of the "RM-2" Multifamily District Utilities � o o� oa oQ �O0 Water: °a 6-inch C900 0 �. . _m s Wastewater: UBJE 8-inch VCP PmOOPF. 8 Gas: 2-inch Service Line Storm Water: ° 15-inch Line N T ° T y iL AL � f i JC a �.r �� .. 'gra... X" •�' om�+�. N C .S� �Y m X; i 925 Case # 10121-03 I J.. ..7.. OPAR Aerial with Subject Property AGHE r CT PRO'DiER T]' Prop ea.v Corpus C frrrsd Bay 40, mss' Map Scale: 1:1,200City of CIpm LOCATION ASAP � Chnst se G� O'1PH +-� AGENDA MEMORANDUM First Reading of the City Council Meeting of December 14, 2021 CORPOR I Second Reading for the City Council Meeting of January 11, 2021 1852 DATE: November 30, 2021 TO: Peter Zanoni, City Manager THRU: Andrea Gardner, Assistant City Manager and reaga(a).cctexas.com (361) 826-3506 FROM: Tracey K. Cantu, Interim Director Neighborhood Services Department traceycCa).cctexas.com (361) 826-3021 Ordinance Revising the Infill Housing Incentive Program Guidelines to Remove Geographic Limitations, Authorizing the $1,000,000 Agreement with Type B and Appropriating $500,000 from Corpus Christi B Corporation into the FY 2022 Operating Budget CAPTION: Ordinance revising the Infill Housing Incentive Program Guidelines as authorized by Article II, Chapter 20 of the City of Corpus Christi Code of Ordinances; authorizing a two- year agreement with the Corpus Christi B Corporation to provide Type B affordable housing funding in the amount of $1,000,000 for costs related to the Infill Housing Incentive Program; appropriating $500,000 from The Type B Fund; and amending the operating budget. SUMMARY: The ordinance revises the Infill Housing Incentive Program (IHIP) guidelines removing the requirement that homes must be located in a Community Development Block Grant group area and appropriates $500,000 into the FY 2022 operating budget with the additional $500,000 to be appropriated in a future budget. BACKGROUND AND FINDINGS: On June 29, 2021, City Council approved a Resolution amending the Code of Ordinances Chapter 20, Housing, Article I In General and Article II Infill Housing Incentive Program. The amendment changed the program from a fee waiver program to a reimbursement program and expanded eligible expenses to include permits, fees, demolition, water/wastewater infrastructure improvements, and infrastructure improvements to the sewer lines and streets. Also, the revision increased the length of time a builder has to complete the home from six to nine months, removed the maximum square footage requirement, increased the allowable sales price to 80% of the area median, restricted homebuyers to those households with incomes at or below 80% of the area median, and set recapture requirements for the homebuyer. Reimbursement up to $25,000 is allowed. The Corpus Christi B Corporation has authorized $1,000,000 over two years for the program and adopted the City Council approved program guidelines without the requirement that homes must be located in a Community Development Block Grant block group area allowing homes to be built city-wide. This change requires approval from City Council. The IHIP program will be marketed to homebuilders through the Coastal Bend Home Builders Association, Corpus Christi Hispanic Chamber of Commerce, Corpus Christi Black Chamber of Commerce and to builders pulling permits on infill lots. Outreach efforts are intended to help small homebuilders grow their businesses and increase interest in building affordable homes. City staff visited with a number of potential builders about the program with Garrett Dorsey of Blue Wave Construction and Brian Banks, a realtor working with builders, expressing enthusiasm about the program and a desire to be involved. IHIP is a complementary program to the Housing Development Fee Waivers for Non- qualifying Homebuyers Program. Builders can choose to participate in one program or the other but can't receive the benefit of both programs. IHIP builders must sell the home to a qualifying homebuyer with income at or below 80% of the area median but there are no income requirements with the Housing Development Fee Waivers for Non-qualifying Homebuyers Program. IHIP is an up to $25,000 reimbursement program while participants in the Housing Development Fee Waivers for Non-qualifying Homebuyers Program can receive up to $7,000 in waived fees. The Housing Development Fee Waivers for Non-qualifying Homebuyers Program is limited to fees for building permits and plan review, municipal solid waste fees, and tap fees for water, wastewater, and gas. IHIP includes more eligible costs, such as demolition of existing structures, water/wastewater infrastructure and required street improvement costs. ALTERNATIVES: The alternative is to not revise the program guidelines and/or not appropriate funding for the program. FISCAL IMPACT: The funding source for program is Type B Housing Fund 1147 and not General Fund. Funding Detail: Fund: 1147 Organization/Activity: 15001 Mission Element: 132 Project # (CIP Only): NA Account: 530000 RECOMMENDATION: City staff recommends appropriating the funds and revising the program guidelines. LIST OF SUPPORTING DOCUMENTS: Ordinance Program Guidelines Type B Agreement PowerPoint Presentation Ordinance revising the Infill Housing Incentive Program Guidelines as authorized by Article II, Chapter 20 of the City of Corpus Christi Code of Ordinances; authorizing a two-year agreement with the Corpus Christi B Corporation to provide Type B affordable housing funding in the amount of $1,000,000 for costs related to the Infill Housing Incentive Program; appropriating $500,000 from The Type B Fund; and amending the operating budget. WHEREAS, on December 15, 2015, the City Council enacted Articles I and II, Chapter 20 of the Code of Ordinances which established definitions and parameters for an Infill Housing Incentive Program for the City of Corpus Christi; WHEREAS, the IHIP has not been as successful as the City anticipated and city staff was directed to meet with local homebuilders to determine what changes could be made to the IHIP program guidelines to increase home builder participation; WHEREAS, Article II, Chapter 20 of the City Code authorizes the City Council to amend the Infill Housing Incentive Program ("IHIP") Guidelines; WHEREAS, the IHIP Guidelines were most recently amended on June 29, 2021; and WHEREAS, city staff and management have developed amended Infill Housing Incentive Program Guidelines for the IHIP for City Council consideration which are attached hereto as Exhibit "A." 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 Council hereby adopts the amended Infill Housing Incentive Program Guidelines attached hereto and incorporated herein as Exhibit "A" in accordance with Article II, Chapter 20 of the City Code of Ordinances. Section 3. Funds in the amount of $500,000.00 are appropriated from the Type B Affordable Housing Fund No. 1147 for costs related to the Infill Housing Incentive Program. Section 4. The FY2021-22 Operating Budget adopted by Ordinance No. 032539 is amended to increase expenditures by $500,000.00. Section 5. The City Manager, or designee, is authorized to execute all documents necessary for a two-year agreement with the Corpus Christi B Corporation to provide Type B affordable housing funding in the amount of $1,000,000.00 for costs related to that Infill Housing Incentive Program. Page 1 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma That the foregoing ordinance was read for the second time and passed finally on this the day of 2022, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of ) 2022. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor Page 2 of 2 City of Corpus Christi Infill Housing Incentive Program (IHIP) Program Guidelines Table of Contents Tableof Contents..............................................................................................................................................1 1. Purpose........................................................................................................................................................2 2. Benefits........................................................................................................................................................2 3. Definitions....................................................................................................................................................2 4. Eligibility Criteria...........................................................................................................................................2 5. Incentives.....................................................................................................................................................3 6. Sale of City Owned Lots by Bid .....................................................................................................................3 7. Department Responsibilities........................................................................................................................3 8. Other Conditions...........................................................................................................................................4 Infill Housing Incentive Program Page 1 City of Corpus Christi Infill Housing Incentive Program (IHIP) Guidelines 1. Purpose The purpose of the Corpus Christi Infill Housing Incentive Program (IHIP) is to promote and encourage new home construction for sale to low-income homebuyers through reimbursement of fees and other limited construction costs. This program applies to areas where existing street and utility infrastructure is available. 2. Benefits a. Increases homeownership opportunities for low-income buyers b. Revitalizes existing neighborhoods c. Adds to the assessed value rolls, increasing future City property tax revenue d. Improves maintenance of properties and potentially reduces crime e. Reduces Code Enforcement abatement expense 3. Definitions "Infill lot" or "infill housing" is the insertion of additional housing units into an already approved subdivision or neighborhood. Specifically for this Infill Housing Incentive Program, this means the construction of new residential housing units built onsite on a vacant lot or built on two non-conforming lots by re-platting through an administrative plat to remove the lot line within the City of Corpus Christi. 4. Eligibility Criteria a. Must meet the definition of infill lots. b. Must be in one of the following single-family residential zones: • RS-15, RS-10, RS-6 and RS-4.5 (see Unified Development Code for definitions). c. Must not be in an airport overflight zone or the Navy's Air Installations Compatible Use Zones (AICUZ), which includes the Accident Potential Zones (APZ) and Clear Zones. d. Home construction must begin within 120 days of being notified that the funding reservation is granted. e. Home construction must be completed and receive Certificate of Occupancy within nine months of construction start date. 1 ) Must meet all building standards and Unified Development Code requirements. 2) Must result in a newly constructed, on-site, single family home with finished floor plan of 900 square feet minimum. f. No mobile homes, no prebuilt homes moved onto the site. 1 ) Will be subject to all permit requirements. 2) Sales price and finished home value of$80,000 minimum not to exceed 80% of the area median sales price as determined by 42 U.S.C. Section 12745 adjusted annually. g. Home must be sold to a household with income at or below 80% of the area median. Infill Housing Incentive Program Page 2 5. Incentives a. After the sale of the property to the homebuyer, the builder may receive reimbursement of fees paid to the City and limited construction expenses, not to exceed $25,000. Reimbursable fees and expenses may include those for building permits, platting, zoning, taps, demolition, water/wastewater infrastructure, and required alley or street improvements. b. Builders will be able to reserve funds by submitting their business information such as name and contact information, the lot address, ownership status, funding request projected completion schedule and projected sales price. To receive reimbursement after the home sells, the developer will submit proof that all permits have closed, the sales contract/closing documents showing that the sales price and completed value don't exceed the maximum limit and proof of eligible expenses. The Department will verify the buyer's income level and if all qualifications are met, the Department will then process the reimbursement. c. Commitments made to any one Builder will not exceed five homes at any one time. d. Commitments may be released if Builders do not meet the construction start and completion time requirements. 6. Sale of City Owned Lots by Bid a. Selected city owned infill lots will be advertised and sold for fair market value through a sealed bid process in accordance with V.T.C.A., Local Government Code § 272.001. b. Bids must confirm to the bid procedures and specifications set forth in the published notice of sale. c. Infill lots will be awarded to the highest bidder. However, the city reserves the right to accept a bid that is lower than the highest bid received if the highest bidder does not meet the criteria of subsection 20-5(b) and the city has determined that a lower bid provides the best benefit for the taxpayers of the city. d. If the city accepts a bid that is lower than the highest bid received, as described above, then such bid will be deemed the fair market value of the property. e. Bidder awarded the infill lot will comply with all requirements specified in the program guidelines. 7. Department Responsibilities a. Executive/Management will: 1) Establish program objectives and develop implementation procedures. 2) Report to City Council the results of the program on at least an annual basis. b. Neighborhood Services Department will: 1) Manage the overall program to meet housing needs of the community. 2) Update website information about this program including the names of builders, the lots for which funds have been provided and reservations made, funds' reservation application and maximum sales price limit. 3) Confirm Builders eligibility for program. 3) Income certify homebuyers prior to sale. 4) Educate realtors and lenders on program availability. 5) Promote program to interested buyers. 5) Enforce recapture provisions. • Homebuyers will be required to repay subsidy through net proceeds upon transfer of the property to a subsequent owner or if the home ceases to be their primary Infill Housing Incentive Program Page 3 residence. • Transfer of the property through inheritance without repayment is allowable if the new homeowner is low-income and accepts full repayment terms upon subsequent transfer of ownership. 8. Other Conditions a. This program will be monitored and assessed for viability and may be discontinued at the discretion of the City of Corpus Christi. b. The City will comply with the Tax Code Sec 34.051 Resale by taxing unit for the purpose of urban development. Infill Housing Incentive Program Page 4 AGREEMENT BETWEEN CORPUS CHRISTI B CORPORATION AND CITY OF CORPUS CHRISTI FOR INFILL AFFORDABLE HOUSING PROGRAM This Agreement for the Infill Affordable Housing Program ("Agreement") is entered into between the Corpus Christi B Corporation ("Corporation") and the City of Corpus Christi ("City"), a Texas home rule municipality. WHEREAS, the Texas Legislature in Chapter 501 et seq. of the Local Government Code (Development Corporation Act of 1979) (the "Act") empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City passed Proposition 1, Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for (1) 50% to the promotion and development of new and expanded enterprises to the full extent allowed by Texas law, (2) $500,000 annually for affordable housing, and (3) the balance of the proceeds for the construction, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2018, to be administered by the Corpus Christi B Corporation Board (the "Board"); WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, the Board wishes to fund affordable housing projects in an effective manner; WHEREAS, the City through its Neighborhood Services Department ("Department") manages several programs to assist eligible citizens with affordable housing; WHEREAS, the City is willing to provide the services that the Board wishes to fund; WHEREAS, the Board has determined that it is in the best interests of the residents of the City that the City be awarded affordable housing funds, by execution of this Agreement, to accomplish the affordable housing project described in Exhibit "A" of this Agreement ("Project"); In consideration of the covenants, promises, and conditions stated in this Agreement, the Corporation and the City agree as follows: 1. Agreement to Provide Affordable Housing Services. This Agreement between the Corporation and the City is executed to implement the promotion and development of an affordable housing project described in Exhibit "A" and incorporated in this Agreement by reference. The parties have approved this Agreement in an amount not to exceed $1,000,000.00, which includes reimbursement to the City for staff time in implementing the Project. funds provided under this agreement may not be used for any other projects or to reimburse the City for any staff time which is unrelated to this Project. Any funds not used for the implementation of the Project will be returned to the Corporation. 2. Annual Updates. At the Board's meeting following the end of each fiscal year, the Director of the Department, or designee, will present an update on the Project to the Board. 3. Effective Date. The effective date of this Program Agreement is the date on which the Agreement is approved by both the City Council and the Board and executed by both parties. 4. Term. The term of this Agreement is two years beginning on the Effective Date, unless extended by the Parties in writing. 5. Termination. Either party may terminate this Agreement by giving at least 30 days' written notice to the other of its intent to terminate. In the event of such termination, the City will be entitled to reimbursement for any staff time spent implementing the Project prior to the effective date of the termination. 6. Amendments or Modifications. No amendments or modifications to this Agreement or to the Project may be made, nor any provision waived, unless the amendment or modification is made in writing and signed by persons duly authorized to sign agreements on behalf of all parties. 7. Notices. a. Any required written notices shall be sent, certified mail, return receipt requested, addressed as follows: If to Corporation: Corpus Christi B Corporation Attn: President 1201 Leopard Street Corpus Christi, Texas 78401 If to City: City of Corpus Christi Attn.: Assistant Director Neighborhood Services P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 8. Relationship of Parties. In performing this Agreement, the Corporation and the City shall act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint- venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. CORPUS CHRISTI B CORPORATION CITY OF CORPUS CHRISTI Scott Harris Neiman C. Young, Ph.D. President Assistant City Manager Date: Date: ATTEST: Rebecca Huerta City Secretary Date: APPROVED AS TO FORM: Aimee Alcorn-Reed Assistant City Attorney II �� CORPUS CHRISTI NEIGHBORHOOD SERVICES Infill Housing Incentive Program • City Council 12/14/2021 Infill Housing Incentive Program C.---s' • Revises the Infill Housing Incentive Program Guidelines • Removes Community Development Block Grant block group requirement • Allows for use of program city-wide • Authorizes the $1,000,000 funding agreement with Type B • Appropriates $500,000 into the Fiscal Year 2021-2022 Operating Budget • Additional $500,000 will be appropriated in a future budget IHIP Program Guidelines / CORPUS CHRISTI • Reimbursement of expenses up to $25,000 • building permit fees, • tap fees • demolition, • water/wastewater infrastructure • street improvements • Program requirements • Home's sales price and value must be at $204,800 or less • Homebuyers must have incomes at or below 80% of the area median • Recapture period of 5 years in the event a subsidized home is sold, transferred, or no longer remains homebuyer's primary residence se G� O'1 +-� H o AGENDA MEMORANDUM oRPORPg4 First Reading for the City Council Meeting of December 14, 2021 1852 Second Reading for the City Council Meeting of January 11, 2022 DATE: December 8, 2021 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, Director of Planning danielmc(aDcctexas.com (361) 826-7011 Short Term Rentals Policy Development CAPTION: Briefing on Short Term Rental Policy Development and Ordinance amending Chapter 5 of the Corpus Christi Code to require a permit for the operation of short-term rentals; and providing for publication. SUMMARY: The City of Corpus Christi is developing a new Short-Term Rental Policy to establish specific regulations for short-term rentals within the City of Corpus Christi. BACKGROUND AND FINDINGS: The popularity of Short-Term Rentals (STRs) through online marketplaces like AirBnB, VRBO, and HomeAway, have brought new challenges and concerns for municipalities on how to properly regulate STRs. In 2018, the Convention & Visitors Bureau led an effort to evaluate STRs and briefed the City Council on November 13, 2018, with no action taken. Many cities anticipated the 86th and 87th Texas Legislative Sessions (2019 and 2021)would yield State Regulations of STRs, but no legislation was passed in either session. Many cities have intentionally waited to adopt regulations due to the potential for court challenges. City staff has been monitoring the court cases and their outcomes to determine the best direction. In early 2021, City Council recognized the importance of creating regulations that allow property owners to utilize their property for such purposes without causing harm to neighborhoods and requested City staff conduct a review of the City's needs and draft an ordinance that regulates such activity. City staff began reviewing other Texas municipalities' STR ordinances with the understanding that such ordinances aren't one-size fits all and will require a thorough review of the approaches used by the other Texas municipalities to determine appropriateness for Corpus Christi. After a review of the project background, visits with various Planning professionals regarding STRs, consulting with City Legal and completion of research on options to best protect the integrity of single-family neighborhoods, staff is now ready to move forward with an ordinance that requires STRs to register with the City. The draft ordinance is attached for Council consideration. The proposed Registration Ordinance will require that all STR units receive a permit to operate within the City of Corpus Christi. The permit will be good for two years and will require that the unit be located within a zoning district that permits STR uses, owners of homes within single family zoning districts will not be eligible to obtain a permit. The ordinance will require that an application be submitted that provides basic information concerning ownership, contact information, sketch of floor plan, and owner certification that all standards and regulations will be followed in operating the STR unit. The ordinance also identifies general standards that must be in place to maintain permit eligibility, these standards cover occupancy limitations, insurance needs, life safety elements within the unit, conduct on the premises, and information that must be displayed within the unit for guest safety and city information. All STR units will receive a permit number which will need to be displayed with all advertisements for the rental of the unit. Permits will be subject to revocation if the standards of the ordinance are not followed. The STR registration ordinance allows the city to establish regulations for the protection of the health and safety of occupants of the short-term rental properties along with providing a mechanism that can assist the city with enforcement of illegal units within single family neighborhoods. Another phase of ordinance development will address the land use issues related to STRs. That phase of an ordinance will be completed with a stakeholder group. The group will be engaged and provide input on various aspects of STRs. Staff plans to present detailed information to the stakeholder group and request feedback that will allow for the creation of an ordinance that strikes an appropriate balance of property owner rights and protection of the residential character of neighborhoods. Once an ordinance is developed to address land use regulations with the input from the stakeholders, it will be presented to the appropriate Board/Commission and forwarded to the City Council for consideration and action. ALTERNATIVES: Policy Development regarding Stort Term Rentals is needed for the growing market within Corpus Christi. The first step is the registration process via permit requirement outlined in the ordinance. Land use regulation will be addressed following this first step. FISCAL IMPACT: There is no fiscal impact for this item. RECOMMENDATION: Staff recommends approval of the registration ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation Ordinance amending Chapter 5 of the Corpus Christi Code to require a permit for the operation of short-term rentals; and providing for publication. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: SECTION 1. Chapter 5 of the Corpus Christi Code is hereby amended by adding Chapter 5, Article II. SHORT-TERM RENTALS to read as follows: CHAPTER 5 ARTICLE II — SHORT TERM RENTALS: Division 1. Short-term Rental Permit Sec. 5-36. — Purpose. The purpose of this article is to establish regulations for the protection of the health and safety of occupant(s) of short-term rental properties, and to protect the integrity of the neighborhoods in which short term rental properties operate. Sec. 5-37. — Definitions. As used in this article the following words and phrases shall have the definitions ascribed to them by this section: Agent means a person designated by the short-term rental operator in lieu of themselves as the 24-hour emergency contact for a lawfully operating short term rental Occupant means the person(s) who have lawfully obtained the exclusive use and possession of the short-term rental property or portion thereof from its operator, and the guest(s) of such person(s). Operator means any person who operates a short-term rental, as defined in this Article. For purposes of this Article, a lessee of a Unit, when expressly permitted in writing by Owner, may serve as Operator of a short-term rental. Owner means the person or entity that holds legal and/or equitable title to the private property. Short term rental means a property that rents out all or a portion of a residential dwelling unit for a period of less than 30 days and not less than 12 hours. Short term rental permit means the permit issued by the city that identifies the subject property as a lawful short-term rental, the short-term rental permit number, the names 1 and contact information of the owner, operator, and agent if applicable, and 24-hour emergency contact phone for at least one of the preceding. Sleeping area means a room within a dwelling designed or used for sleeping, including a bedroom. Tents, hammocks, recreational vehicles and/or other vehicles and outdoor areas shall not be considered a sleeping area. Sec. 5-38. - Permit required. (a) No short-term rental shall operate within the city of Corpus Christi without a current valid short term rental permit. (b) All individual units having cooking, sleeping, and bathing facilities, within common buildings, regardless of ownership, shall require a separate, individual permit for each unit intended to be used as a short-term rental. Sec. 5-39. - Short term rental permit. (a) Application. Application for a short-term rental permit shall be made either in writing or electronically. Application for a short-term rental permit shall be accompanied by a one-time application fee of$100 and shall include the following information, at a minimum: (1) A list of all owners, operators, and agents (if applicable) of the short-term rental including names, addresses, current email address(es) of owner/operator, and telephone numbers. (2) A sketch of the floor plan, which identifies sleeping areas, proposed maximum number of guests, evacuation route(s), location of fire extinguisher(s). (3) The name, address and 24-hour telephone numbers of a contact person, who is the owner, operator, or designated agent and who shall be responsible and authorized to respond to complaints concerning the use of the short-term rental. (4) A sworn, self-certification that the owner of the short-term rental has met and will continue to comply with the standards and other requirements of this Article including, but not limited to: maintenance of insurance coverage of the unit or portions thereof in accordance with this Article and obtaining annual independent inspections of required fire extinguishers in compliance with the city's current fire code. (b) Completeness of application. Applications shall not be considered complete until all documentation required under this Article has been submitted, and until the 2 full application and permit fees have been paid. Incomplete applications will not be accepted. (c) Acknowledgement byApplicant. In connection with submission of the application, each applicant shall acknowledge that any permit granted under this Article does not supersede any property-specific restrictions against short-term rentals that may exist under law, agreement, lease, covenant or deed restriction. Sec. 5-40. - Expiration and renewal of permit. (a) Unless revoked earlier pursuant to this Article, a permit to operate a short-term rental expires two years after the date of issuance. (b) A permit holder shall apply for renewal prior to the expiration of the permit on a form provided by the director. The permit holder shall update the information contained in the original permit application required under Section 5-39 of this article or any subsequent renewals under this section, if any of the information has changed. The permit holder shall sign a statement affirming that there is either no change in the information contained on the original permit application and any subsequent renewal applications, or that any information that has been updated is accurate and complete. Complete applications for renewal received after the expiration of a current permit shall be treated as applications for a new permit, as described in Section 5-39. (c) The director shall follow the procedures set forth in this article when determining whether to renew a permit. (d) The fee for the renewal of a permit to operate a short-term rental is $100. Sec. 5-41. — Non-transferability. A permit to operate a short-term rental is not transferable to another Owner, Operator, unit or location. Sec. 5-42. — General Standards All short-term rentals permitted pursuant to this chapter are subject to the following standard requirements: (a) Occupancy. The maximum number of persons allowed to reside in a short-term rental shall be defined by the City of Corpus Christi Property Maintenance Code. The Owner/Operator shall not allow an occupancy of a residential structure that exceed the maximum occupancy level for that structure. 3 (b) Insurance. The applicants shall keep, at a minimum, an insurance policy sufficient for personal injury liability of guests. (d) Life safety. (1) Short Term Rentals and structures where they are located shall conform to all applicable city-adopted codes, regulations, and ordinances. (2) A 2A:10B:C type fire extinguisher (a standard five-pound extinguisher) shall be properly mounted within 75 feet of all portions of the short-term rental on each floor. (3) Smoke and Carbon Monoxide detectors shall be installed and conform to all applicable city-adopted codes, regulations, and ordinances. (4) Every sleeping area shall have at least one operable emergency escape and rescue opening per all applicable city-adopted codes, regulations, and ordinances. (5) An evacuation plan shall be posted conspicuously in each unit or permitted sleeping area. (6) Every bedroom/sleeping area in a short-term rental that does not comply with this section shall not be used as a sleeping area and where equipped with a door, shall remain locked at all times when the dwelling is being used as a short term rental. Such a non-compliant sleeping area shall not be included in the maximum occupancy calculation as defined by the City of Corpus Christi Property Maintenance Code for the short-term rental. The owner/operator shall notify every occupant, in writing, that the non-compliant sleeping area may not be used for sleeping. (d) Conduct on premises. (1) Short term rental Operators shall be responsible for informing their occupants of all relevant city codes and occupants' liability for violations of same. (2) Excessive noise or other disturbance outside the short-term rental is prohibited per Chapter 31 of the Code of Ordinances. This includes, but is not limited to, decks, docks, portals, porches, balconies, patios, hot tubs, pools, saunas or spas. (3) No overnight sleeping outdoors or outdoor sleeping spaces for rent. (e) Advertisement. All advertisements, including online or proprietary(website, app, or other technology) will include legible short-term rental permit number within the description or body of the advertisement for public reference. 4 (f) Tenant indoor notification. The Operator shall post in a conspicuous location of the dwelling the following minimum information: (1) Maximum number of Occupants. (2) Location of off-street parking, other available parking and prohibition of parking on unimproved surfaces. (3) Quiet hours and noise restrictions as defined per Chapter 31 of the Code of Ordinances. (4) Restrictions of outdoor facilities. (5) 24-hour contact person and phone number. (6) Property cleanliness requirements. (7) Trash pick-up requirements, including location of trash cans. (8) Flooding hazards and evacuation routes. (9) Emergency numbers. (10) Notice that failure to conform to the occupancy and parking requirements is a violation of the City Code and occupant or visitor can be cited. (11) Short-Term Rental permit, and/or any other required permits, if applicable. (g) Emergency contact. The Owner/Operator of the short-term rental shall provide the city with a 24-hour contact number for the operator or a designated agent per Sec. 5-39 and shall provide timely updates to city of any changes thereto. Should a law enforcement officer respond to the short-term rental and issue a citation for any violation of city ordinances, the operator or their agent shall be called by the officer. The Operator or their agent shall attempt to contact the Occupants within one hour of the call to address the occupants about the complaints. Should a second complaint be filed and citation issued to any part of the occupants or guests, the owner/operator must take appropriate steps, in accordance with the individual rental agreement, to assure future complaints do not occur. Short Term Rental permits shall be revoked if three or more confirmed citations are issued at a permitted property within any six-month period, whether issued to the operator or any occupants. Failure to provide updated information to the city regarding designated agent or responsible party shall be a violation of this section. 5 (h) Compliance with Laws. Owners, Operators, and Occupants are required to comply with city, state, and federal laws. Sec. 5-44. — Inspections. To ensure continued compliance with the requirements of this section a short-term rental may be inspected in the following methods: (a) Inspections upon complaint or suspicion of a violation. The city may perform inspections when a violation is reported or suspected in accordance with established code enforcement procedures. Sec. 5-45. - Enforcement/penalty. (a) A person who violates a provision of this division, or who fails to perform an act required of the person by this division, commits an offense. A person commits a separate offense for each and every violation, and for each day during which a violation is committed, permitted or continued (b) The culpable mental state required by Texas Penal Code § 6.02, is specifically negated and dispensed with and a violation under this Division is a strict liability offense. (c) The provisions of this Article are in addition to and not in lieu of any criminal prosecution or penalties as provided by other city ordinances, county, or state law. (d) An offense under this Division is punishable by a fine of not more than $500. (e) Violation of any section of this division shall constitute an offense resulting in permit revocation in accordance with subsection 5-46, Revocation Procedures. Sec. 5-46. - Other Restrictions on Use of Premises. This Article does not create any right to operate a short-term rental in violation of any City Ordinance, State or Federal law, lease, license, deed restriction, covenant, easement, or other legal encumbrance. Division 2. Short-term Rental Permit Revocation Sec 5-47. - Revocation Procedures. The Director of Code Enforcement is authorized to suspend or revoke a short-term rental permit issued under the provisions of this chapter wherever the permit is issued in error, or on the basis of incorrect information supplied, or where it is determined that the 6 building, structure, unit, or portion thereof is in violation of any ordinance or regulation or any of the provisions of this Article. In addition, if any violations have been committed and not corrected within the time specified, the Director shall begin the procedures to revoke the short-term rental permit in accordance with the following: (a) The Director shall give written notice to the owner/operator regarding the revocation. (b) If a short-term rental permit is revoked, the owner/operator may not reapply for the same property for a period of 12 months. Sec. 5-48. - Appeals. If the Director of Code Enforcement denies issuance or renewal of a permit or suspends or revokes a permit issued under this article, the action is final unless the Owner/Operator files a written appeal within ten business days to the Director of Code Enforcement or designee. Appeals will be reviewed by the City Manager, Assistant City Manager, and Director of Code Enforcement, collectively, when so appealed to and after a hearing, may vary the application of any provision of this code to any particular case, when, in its opinion, the enforcement thereof would do manifest injustice and would be contrary to the spirit and purpose of this article or public interest, or when, in its opinion, the interpretation of the article should be modified or reversed. SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 3. Publication shall be made one time in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 4. The effective date of this ordinance is upon publication. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2021, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma That the foregoing ordinance was read for the second time and passed finally on this the day of 2022, by the following vote: Paulette M. Guajardo John Martinez Roland Barrera Ben Molina Gil Hernandez Mike Pusley Michael Hunter Greg Smith Billy Lerma PASSED AND APPROVED on this the day of 2022. ATTEST: Rebecca Huerta Paulette M. Guajardo City Secretary Mayor s AWL Short Term Rentals Permitting Ordinance (STR) City Council December 14, 2021 Short Term Rentals Project Lead Assistant City Manager Andrea Gardner Zoning/ Land Use Hotel Occupancy Tax Collection Legal Advice Director of Finance Asst.Director of Development Heather Hurlbert Services Michael Dice Code Enforcement Director of Planning Daniel McGinn Prosecutors FMunicipal Court Community Activity (2018-21) • 2018- CVB- lead an effort/taskforce to evaluate short term rentals in 2018 and briefed the City Council on November 13th, 2018. No action was taken at that time. • 2021- Padre Island Property Association conducted an internal survey and provided a letter to the city stating their membership is opposed to STR's in single-family areas. • 2021 — City Council Briefing- 6/29/21 • 2021 — Townhall Meeting (North Padre Island) — 10/7/21 Short Term Rentals • Rental accommodations Find places to stay on Airbnb that include a variety of unit types (condo, townhome, single family 1 Earn up to "- home, RV's $2,13/month by , boats, etc../ hostigtraveer �. hosting travelers • Not a new concept but ��$ the technology �... connecting owners and „ _ .. ....; , users has improved. r ••� 4 Short Term Rental Regulations • Per Corpus Christi Unified Development Code 5.2.24 Rentals (Single Family) Single-family units in a single- family zoning district cannot be rented for less than a one-month period. • Exceptions — Approved by City Council as a bed and breakfast home (none approved in recent years) — Planned Unit Development (PUD) that specifically allows short term rentals Enforcement c.Y • The violations are addressed as a zoning violation for "Illegal Land Use" under the Unified Development Code (UDC) 1.7.2 — Minimum Requirements and 5.2.24 — Use Regulations I Rentals (Single Family) • Code Enforcement responds to complaints, but one element of the violation (rental for less than 30 days) is the private transaction; therefore, it can only be proven with (1) admissions by a party to the transaction or (2) sting operations • Staff has noticed an increased number of complaints city-wide, but most of the complaints are on Padre Island, followed by North Beach and along Ocean Drive. Registration Ordinance c.Y • Establish regulations for the protection of the health and safety of occupant(s) of short-term rental properties, and to protect the integrity of the neighborhoods in which short term rental properties operate. • Best practice among top Texas cities and others across the country. • Allows for the management and tracking of units within the community. • Primary tool for city enforcement of non-compliant STR units if adopted. - - Ordinance Summary • Definitions • Permit Required : only units operating in non-single family zoning district will be eligible to obtain a permit (Homes within a Single-Family zoning district will not be eligible). • Application Fee of $100 (renewal of permit required every 2 years) • Information needed: (contact info/24hr representative, sketch of floor plan, and sworn self-certification that unit meets standards and requirements of STIR Ordinance) - - Ordinance Summary General Standards: • Occupancy limitations per adopted city building and property maintenance codes. • Insurance —policy sufficient for personal injury liability of guests. • Life Safety (fire extinguishers, smoke and carbon monoxide detectors, and posting of evacuation plan needed in unit) • Conduct on premises (owner will notify guests of relevant city codes, excessive noise outside the unit is prohibited, and no overnight sleeping outside the unit permitted) • Advertisement — the city permit number will be required on any public advertisement of the unit. 2131% Ordinance Summary c.Y Information required to be posted within the unit: • Maximum number of Occupants. • Location of off-street parking, other available parking and prohibition of parking on unimproved surfaces. • Quiet hours and noise restrictions as defined per Chapter 31 of the Code of Ordinances. • Restrictions of outdoor facilities. • 24-hour contact person and phone number. • Property cleanliness requirements. • Trash pick-up requirements, including location of trash cans. • Flooding hazards and evacuation routes. • Emergency numbers. • Notice that failure to conform to the occupancy and parking requirements is a violation of the City Code and occupant or visitor can be cited. • Short-Term Rental permit, and/or any other required permits, if applicable - - Ordinance Summary Inspections. The city may perform inspections when a violation is reported or suspected in accordance with established code enforcement procedures. Enforcement/penalty. Violations of this ordinance could result in permit revocation. Revocation Procedures. Code Enforcement is authorized to suspend or revoke a short-term rental permit if it is determined that the building, structure, unit, or portion thereof is in violation of any ordinance or regulation or any of the provisions of this Article Appeals. Appeals to permit revocations will be reviewed by the City Manager, Assistant City Manager, and Director of Code Enforcement. i1 - Next Steps Next Steps • Approve STR Permit Registration Ordinance • Create STR website and configure software • Provide Staffing and Resources for administration of registration Phase 2 • Stakeholder Group evaluates land use regulation changes to determine what areas can support Short Term Rentals • Present draft ordinance to Planning Commission • Planning Commission forwards ordinance with recommendations to City Council • City Council considers Land Use Regulation Ordinance changes 12 Se G� O'1 +-� H V oRPORPg4 AGENDA MEMORANDUM 1852 City Council Meeting of December 14, 2021 DATE: December 3, 2021 TO: Peter Zanoni, City Manager FROM: Josh Chronley, Assistant Director of Finance-Procurement Josh C2(a).cctexas.com (361) 826-3176 Procurement Policy Analysis and Proposed Local Preference Ordinance STAFF PRESENTER(S): Name Title/Position Department 1. Josh Chronley Assistant Director of Finance-Procurement Finance OUTSIDE PRESENTE&a Name Title/Position Organization 1. Brandon Tanous Partner Weaver ISSUE: An analysis of the City of Corpus Christi's procurement policies was performed by Weaver, an independent consultant. Weaver had previously performed a similar analysis in 2016, and so this review was a follow-up to the previous study. Assistant Director of Finance-Procurement, Josh Chronley will present City Council with an overview of Weaver's recommendations and points for consideration. BACKGROUND: The Procurement Division of Finance contracted with Weaver to evaluate the City's policies and procedures governing procurement. The study focused on three (3) primary areas: 1. Policy and Procedure Review 2. Internal Control Evaluations 3. Peer Comparison The evaluation leveraged its results on a previous study conducted by Weaver in 2016 on the City's Procurement Division of Finance. The presentation will cover Weaver's findings and will outline 16 recommended enhancements to the City's processes. Staff will introduce the steps it has begun and will continue to take in order to fulfill these recommendations. One such recommendation is the creation of a contracts manager position. Due to the importance of this recommendation, City staff will bring forward an agenda item in January 2022 for the creation of a contracts manager. Funding for this position in FY 2022 will be absorbed in the department's existing budget. The presentation will also present recommendations in establishing a local preference ordinance. As part of Weaver's analysis, they performed a peer city comparison to identity whether the top seven (7) peer cities in Texas had local preference ordinances. City staff reviewed the results and developed a local preference ordinance. The presentation will discuss the local criteria definitions and local preference allocations to include competitive low bids (RFB), competitive evaluations (RFP), and requests for qualifications that were used in developing the ordinance for the City of Corpus Christi. The ordinance will be presented to the City Council for first reading on January 11, 2022, and second reading on January 18, 2022. LIST OF SUPPORTING DOCUMENTS: PowerPoint — Procurement Policy Review Purchasing Department Evaluation-Memo of Results Memorandum To: Constance Sanchez, Chief Financial Officer Heather Hurlbert, Director of Finance and Procurement Josh Chronley, Assistant Director of Finance- Procurement From: Alyssa Martin, Lead Engagement Partner Brandon Tanous, Partner Date: October 22, 2021 Subject: City of Corpus Christi- Procurement Department Evaluation Results This memo presents the summary of procedures and results of the City of Corpus Christi Procurement Department Evaluation performed from June 2021 through October 2021. Purpose and Background At the request of the City of Corpus Christi (the City) Finance Department, Weaver performed an evaluation of the policies, procedures,internal controls,and best practices deployed by the Procurement Department to identify opportunities for improvement in internal practices and to enhance the user experience. The evaluation was performed through a multi-phased approach and assessed the current procurement practices, procedures, and resources to perform efficient, effective, strategic and consistent procurements for the City. The evaluation included an assessment of the current state and included a comparison to the results of the procurement evaluation performed in 2016 to identify opportunities for improvement to enhance efficiency and effectiveness of procurement practices. The results of our procedures included recommendations for improvement, which are provided to management for their consideration and implementation depending on City priorities and available resources. This memo and corresponding recommendations are intended solely for the information and use by City of Corpus Christi's management, and is not intended to be, and should not be used by anyone, for any other purposes. Scope The procurement evaluation included a assessment of procurement policies and procedures, internal controls and deployment of best practices utilized by comparable Texas Cities to identify opportunities for improvement to perform efficient, effective, strategic and consistent procurements for the City and its end users. The evaluation leveraged the previous results of the Procurement Department review performed in 2016 as part of the broader Finance Department Assessment by considering updates and changes that have occurred in the environment, roles, and responsibilities within the department. The evaluation was performed in three phases: 1. Policy and Procedure Review 2. Internal Control Evaluation 3. Peer Comparison The evaluation of the procurement cycle included the following covered areas: • Purchase Initiation and Approval • Competitive Procurement Activities (Bidding) • Non-Competitive Procurement Activities, including Interlocal and Cooperative Agreement Purchases • Sourcing • Construction Sourcing • Contract and Vendor Monitoring • Vendor Acceptance and Maintenance 1 Procedures Performed and Results The three phases of the evaluation included the following high-level procedures: Policy and Procedure Review • Collection and categorization of current policies and procedures • Identification of applicable criteria and authoritative guidance • Evaluation of policies and procedures to current and best practices Internal Control Evaluation • Interviews and walkthroughs with stakeholders on the processes and practices performed • Assessment of current practices to those identified in the 2016 Evaluation • Identification of internal controls and control gaps Peer Comparison • Determination of process, structure, or organization attributes to compare City practices against • Identification of comparable Texas Cities • Research and assessment of City practices to peer cities Phase 1: Policy and Procedure Review Procedure: Weaver evaluated the City's current procurement policies and procedures to authoritative guidance and best practices, including local government code, Government Financial Officers Association (GFOA) Financial Policies,and State of Texas Procurement and Contract Management Guide to ensure they were complete and included all applicable processes in sufficient detail. As part of our procedures, we collected and categorized the policies and procedures based on the in-scope process areas and assessed their content to all local and state requirements, best practices, and to current procedures performed by Procurement staff. Results: We identified that current City procurement policies included all required elements established within local government code and covered all recommended policy topics identified by the GFOA. Additionally, procurement policies included the majority of best practices identified by the State of Texas Procurement and Contract Management Guide. However, we identified one policy regarding vendor performance that was not covered in existing policy and Change Orders and Amendments is partially covered due to the differences in City practice. GFOA Recommended Policies Esse rrt IL Policy? Covered Discretionary Eyisting City Topic Procurement Guiding Values for Public Procurement X Yes Yes Objectives of the Purchasing System Cost(lifecycle cost policy) x Yes Yes Quality(best value purchasing policy) x Yes Yes Timeliness x Yes Yes Managing Risk x Yes Yes Social and Economic ObjectiNes x Yes Yes Maximizing Competition(full and open competition) x Yes Yes Maintaining Integrity and Transparency(ethics policy) x Yes Yes Purchasing Authority x Yes Yes Exceptions to Bidding x Yes Yes Purchasing Preferences x Yes Yes Standards x Yes Yes 2 Procurement Policy Best Practices - State of Texas Procurement and Existing City Topic Policy?Contract Management Guide Procurement Procurement Cycle Overview Yes Yes Competitive Bidding Yes Yes Noncompetitive Bidding Yes Yes Interlocal/Cooperative Purchasing Yes Yes Emergency Purchases Yes Yes Protest of Awards Yes Yes Sealed Proposal and Period of No Contact Yes Yes Professional/Legal/Consulting Services Yes Yes RFQ Yes Yes RFP Yes Yes Solicitations Yes Yes Evaluations Yes Yes Purchase Orders Yes Yes Vendor Performance No No Change Orders and Amendments Yes Areas for Improvement: From the procedures performed, we identified the following areas where enhancements to current policies and procedures should be implemented: 1. Exercise existing renewal options within contracts (PFC -1) 2. Establish a formal vendor performance assessment and documentation process (PFC-14) Phase 2: Internal Control Evaluation Procedure: Weaver evaluated and analyzed key processes, practices, and internal controls performed by Procurement Department process owners within the following covered areas: • Purchase Initiation and Approval • Competitive Procurement Activities (Bidding) • Non-Competitive Procurement Activities, including Interlocal and Cooperative Agreement Purchases • Sourcing • Construction Sourcing • Contract and Vendor Monitoring • Vendor Acceptance and Maintenance We evaluated the City's current processes and internal controls to risks inherently associated with the procurement function. We performed interviews and walkthroughs with key personnel and reviewed supporting documentation. Weaver also evaluated the implementation status of previous points for consideration provided during the 2016 Procurement Department Evaluation and coordinated with the Procurement Director to validate risk and relevance to current practices and environment. 3 Results: • We identified 59 controls in place within the City of Corpus Christi's Procurement Cycle and relevant processes and subprocesses, including: Process/Subprocess Identified PFC Controls Purchase Initiation and Approval 9 PFC - 2 Competitive Procurement Activities 6 PFC- 10* Non-Competitive Procurement Activities (Non-bid) 10 PFC- 10* Sourcing 11 PFC-3 Construction Sourcing 13 PFC - 4 Contract and Vendor Monitoring 4 PFC-1, PFC - 10* Vendor Acceptance and Maintenance 6 PFC -5, 6, 7, 11*, 12*, 13*, 14* Total 59 *indicates a PFC that was identified in 2016 and continued implementation is recommended • We identified 11 areas for improvement that were implemented from the 2016 Procurement Department Evaluation and are considered closed (PFCs 37, 38, 39, 40, 41, 44, 45, 46, 47, 49, 55). • We identified 7 areas for improvement that are open or partially remediated from the 19 points for consideration originally identified in the 2016 Procurement Department Evaluation.The 19 PFCs were included as PFC's 37 through 55, however PFC 53 is related to the City's P-Card Program which was not included within the scope of the 2021 evaluation. PFC Open Partially Closed N/A in Total Remediated Scope 3 - 3 Moderate 2 2 4 1 9 Low 1 2 4 - 7 Totall 3 4 11 1 19 *PFC was related to the City's P-Card Program, which was not evaluated as part of the scope for the 2021 Procurement Department Evaluation • We identified 6 areas for improvement to improve controls and processes for efficiency, effectiveness, and enhancements to the user experience. Areas for Improvement: From the procedures performed,we identified 6 areas for improvement related to the 2021 evaluation to improve controls, processes, and procedures for the City of Corpus Christi's Procurement Department: 1. Perform a Knowledge Skills Assessment of the 19 Procurement Personnel to assess staffing needs and to determine the composition of the proposed 4th Procurement Team of 3 members to focus on procurements related to the Health Department, Utilities, non-capital Engineering, and Airport (PFC -2) 2. Enhance controls with capital projects to ensure Engineering follows centralized procurement requirements (PFC-3) 3. Enhance the Change Order Process to pre-approve changes to dates and where there is no dollar value changes (PFC-4) 4. Promote "Doing Business with the City" through a Coordinated Vendor Fair (PFC -5) 5. Enhance the reference check process to be performed on an established schedule for commonly used or evaluated vendors (PFC - 6) 6. Enhance vendor profiles to assign multiple user accounts to prevent loss of profile details (PFC- 7) 4 Phase 3: Peer Comparison Procedure: Weaver collaborated with City Management to identify comparable peers to the City to assess key attributes.We performed research of peer cities to identify consistencies or disparities between processes, resources, organization, and structure. The following key attributes were selected and evaluated: • Purchasing Full Time Employees • Centralization of Construction/Engineering Procurement • Location of Warehouse Function within Procurement • Utilization of a Contract and/or Bid Management System • Local Preference Program • Focus on the Utilization of Interlocal and Cooperative Purchasing Agreement The following seven cities were confirmed by City Management as comparable cities and utilized to perform the peer comparison': • Dallas • Fort Worth • San Antonio • Austin • EI Paso • Arlington • Houston Results: From the peer comparison performed, we identified the following results which identify where the City is in-line with the norm or where improvements should be made. norru EmpIo Low 7 Average FTEs 27 High 65 Corpus Christi 19 Current Average to Peer Comparisons 70% Future Average to Peer Comparisons with Addition of 4th Team 78% Number of Cities Evaluated 8 Centralize Centralized Procurement 7 of 8 Corpus Christi Yes Number of Cities Evaluated 8 In-line with Norm Yes Warehouse Under Procurement Structure 1 of 8 Corpus Christi Yes Number of Cities Evaluated 8 In-line with Norm No Due to the availability of information, not all attributes were obtained from each of the peer cities. 5 Contract and Bid Management System Usage 8 of 8 Corpus Christi Yes Number of Cities Evaluated 8 In-line with Norm Yes Local Preference Formal Local Preference Program 5 of 8 Corpus Christi No Number of Cities Evaluated 8 In-line with Norm No Utilization of Interlocal and Cooperative Agreements Focus on the Use or Interlocal and Cooperative Programs 8 of 8 Corpus Christi Yes Number of Cities Evaluated 8 In-line with Norm Yes Areas for Improvement: From the procedures performed, we identified the following areas were the City can improve current policies, procedures, and practices within the Procurement Department: 1. Development and Deployment of a formal Local Preference Program (PFC -8) 2. Relocate the Warehouse Function to Utilities (PFC -9) Summaries of Points of Consideration: From the procedures performed for all three phases, we identified 9 new areas for improvement to the City of Corpus Christi's Procurement Department processes, procedures, and practices, which are summarized as follows: • Aoderr+A Nel- l. Perform a Knowledge Skills Assessment to Effectively Align to a Fourth Procurement Team and Assess Staffing Needs (PFC-2) 2. Promote "Doing Business with the City" through a Coordinated Vendor Fair (PFC-3) 3. Enhance Controls with capital projects to ensure Engineering follows centralized procurement requirements (PFC-4) 4. Development and Deployment of a formal Local Preference Program (PFC-8) • Low Risk 1. Exercise existing renewal options within contracts (PFC -1 ) 2. Enhance the reference check process to be performed on an established schedule for commonly used or evaluated vendors (PFC-5) 3. Enhance the Change Order Process to pre-approve changes to dates and where there is no dollar value changes (PFC-6) 4. Enhance vendor profiles to assign multiple user accounts to prevent loss of profile details (PFC-7) 5. Relocate the Warehouse Function to Utilities (PFC-9) 6 In addition,we recommend the continued implementation of the 7 open and partially remediated Points for Consideration identified during the 2016 Procurement Department Evaluation,which are summarized as follows: 3. 1. Implement formal guidance on the selection and documentation requirements when utilizing vendors from interlocal and cooperative agreements (PFC-10*) 2. Implement additional monitoring of vendors used from interlocal and cooperate agreements to ensure fees and terms are complied with by the City (PFC-1 1*) 3. Develop contract administration training to assist contract managers with understanding their roles and responsibilities. (PFC-15*) 4. Enhance purchasing reporting capabilities within the purchasing system to more effectively monitor and manage purchasing requisitions and purchase orders. (PFC- 16*) 4. Low Risk 1. Implement a formal and consistent process to conduct a periodic review of the vendor master file to identify and remove duplicate vendors (PFC-12*) 2. Implement a formal and consistent process to conduct a periodic review of inactive or dormant vendors and perform outreach to those vendors to assist with re-engaging with the City. (PFC-13*) 3. Implement a formal and documented vendor performance evaluation process that is utilized during the vendor selection process. (PFC-14*) City Management has also provided detailed management responses to address the management action and timelines for anticipated implementation to address the risks to the City. Refer to the Points for Consideration Matrix in Appendix A for the detailed recommendations and management responses. 7 Appendix City of Corpus Christi Procurement Department Evaluation Points for Consideration(PFC)Matrix October 2021 The following points for consideration(PFC)were identified during the 2021 assessment of the Procurement Department at the City of Corpus Christi through interviews with personnel and reviews of policies,existing processes,procedures,and structure.Additionally,an evaluation of the open and partially remedial Points for Consideration firm the 2010 Procurement Evaluation was performed to determine relevance In the current environment.The current PFCs are provided to management for review and consideration. Management's Response:Under current practices we formally end a contract if an option is elected to be enacted,w 7th. sting Renewal Options for Contacts The City shoud revise existing practices to allow contract ecommend transitioning this process to part ofthe contract The Purchasing Department Inefficiencies in Procurementrrent ractce for renewin con tracts includes the re newal beim aredb Ovals without Cit Councila rval where there is an exish administration ode,and instead sendin a letter of intent to p g g prep y rene y pp g p gprocesses con tract renewals timely processesaddital and submitted to City Council for approval.Although the contracts typically contram with renewl ptiogranted.Hwever,contracts should enact and not amend itto ensure purhases are only made o night and processing time thatewal option such asthus.one Yearterns and 2optional one yearteums, hom valid contracts not contemplated orplanned. be evaluated annually if performance issues are identified and s not automatic and must be approved by City Council each year. disclosed to the Procurement Department. Responsible Party:Contract Administrators Implementation Date:October let,2021(FV 2022) Management's Response:Department Management has Knowledge Skills Assessment of Procurement Staff identified the need for skill assessment.As part ofthe The Procurement Department seeks to add a fourth buyer team and additional Procurement has competent staff The Purchasing Department should perform a knowledge skills certification initiative existing staff will all be en uiredto obtain t There is a risk that the right people certification within 2 years,this program will ensure staff have the 2 procurement stafftDeparttent Utroies",caitalses and m Enngofprocurementvol Howeveume r andtd,ly rn ag,tPinglevels to may not be hired for the needs of Moderate ssessmentofthe curent staffto identify the staffing eve's and melevel ofunderstanding ofbestprocurementpractices. orad forthe Health Department,Utilities,noncapital Engineering,and Airport.However, effectively manage the volume and specialty skills needed Di-the proposed fourth buyer team and to sz the technical needs and specialty skills needed Di-the fourth team and to address load of City procurements. the Department sure adequate coverage of volume and load of procurements staffing gaps in the department,have not been formally identified. Responsible Party:Sr.Buyers/Buyers/Management Implementation Date:October 1st,2021(FV 2022) Management's Response:W th the separation of capital There is an increased nsk of procurements from Engineering to Finance Procurement not all The Purchasing Department should coordinate with Engineering Procurement Processes for Capital Projects Procurements should be managed vendors filing protests or claiming the responsibilities have been clearly defined.Management is and provide training on the appropriate roles and responsibilities The Engi neenng Department often performs solicitations from vendors for quotes and centrally with input from the preferential treatment to those firms working with Engineering to establish clear workflows and an Procurement and Engineer ng.This training should 3 requests specifications forjobs that have not been formally solicited by the Procurement requesting department to prepare that have the ability to understand Moderate include the requirements from Engineering and reemphas so the processes built into the E-Builder and reflected in the updated Department.As a result,certain firms can be seen as having an unfair advantage or feel and submit the specifications and write the specifications fora policy to address these issues. entitled to the procurement opportunity due to the existing relationship and insight bom through a formal procurement procurement priorm the boundaries between appropriate and inappropriate procurement Engineering. process formalization of the procurement practces.The bypassing of controls by Engineering should be Responsible Party:Management/Engineering escalated li citation. to City Management if continued. Implementation Date:Already begun,Ongoing Management's Response:Currently the Infer system has limited permission levels(all access/read only).The upgrade for Inferwill bring in additional levels of access so that change Change Code. Processing all change orders orders can be entered into the system by request,and approved Change orders resulting in The Purchasing Department should revise policy and practice to All change most be processed arida approved Procurement even when the onl simtian notde dependent on the throu hthes stem.Additional) the will address net zero g p ce to Y v me aced fees or su bstantial delay y' p type only review and process change orders In which a change In fee g v v v 4 change lsa date and there are no changes to the fee amount.The atv's curent process re of change,can result In Low change orders and changes to project duration(6 months and in delivery oed byoearereoient rendered is substantial delay O.e..lz months)in services regwresmposed al of mange orders does notdirrererniate benNeen the type of and processed by Procurement inefficiencies within the enderedis proposed. ander). mange proposed. Procurement Division. Responsible Party:Management/IT/Infer Implementation Date:Infer-TBD/Policy FV 2022 9 City of Corpus Christi Procurement Department Evaluation Points for Consideration(PFC)Matrix October 2021 The following points for consideratio n(PEC)w,,,Identified during the 2021 assessment of the Procurement Department at the City of Corpus Christi through Interviews with personnel and reviews of p,IPPs,existing processes,procedures,and structure.Additionally,an evaluation of the oso,P,d partially remediated Points for Consideration from the 2016 Procurement Evaluation was performed to determine relevance In the current environment.The current PECs are provided to management for review and consideration. Management's Response:Management would like to address The Purchasing Department should coordinate with other Corpus this as part of the"local preference"initiative.Coordination Ventlor Fair Procurement identifies competent There isa-sk that the lack of new Christi area government entities,induding universities,colleges, between E conomi,Development,Type A&B,and Procurement The Procurement Department does not have a established process to seek new vendors and new vendors to enhance vendors could result in increased and other local governments,to host a vendor fair to identify new will be needed to successfully launch the program. 6 prices,subparservice,orme Motlemte endore that can be registered with n the vendorp,TPI The and to coordinate with other govemment entities to identify n ew and vetted vendors to ompetition and opti ons for Nrnal price ityto locatevendorrode meet vendorfairwill also allow furthercoordination with other Responsible Party:City Leadership/ED/Procurement/Type compete for City procurement;. and infernal procurements. the needs o fthe Citygovernment entities to more efiecfivelyvet new vendors with A&B reputable references. Implementation Date:TBD Management's Response:References are pulled and recorded based on the solicitation.This means the con fivmstion of the check Is housed within me each bid,which limits me knowledge of this check to the part,that made the check.Management has ready begun to address this issue with the creation of Performing reference checks reference database.Infor does not have a reference tracking Reference Checks The Purchasing Department should develop a threshold,such as function,so management has developed a database to track Reference checks are performed multiple times forthe same vendors The City's current process requires reference checks to be performed for each every quarter,to perform a reference check fora vendor. reference checks.The database uses vendor and type of work to for each vendorto validate their increases inefficiencies forthe 6 ompetitive procurement,even when a reference check was perfo reed recently on the Vendors that propose on similar proposals for differen[jobs risme us erences Cit checked based on the worest are past pert nmance and perform due buyers ad reducesmeirablllty to ender.toren[st be ra,de pr practforme e does each sallow deviations from the reference check shows edea required to have a new reference meat to be appua ly forwbased me city.Rely ofthe will only eh required up to diligence work on omerproouremern roles processand must be re�rerormed foream souatation. and responsibilities. performed caro time. are ycutdonme,the time ryotre type a bid le.This efficacy well greatly cue down on the time to review a bid leading to quicker delivery to client departments. Responsible Party:Management Implementation Date:In-Process Now Management's Response:The solution to this issue is built into h future I mor upgrade.Currently me ability to update vendor Information Is very limited,and closed off to end users due to me Ventlor Profiles Vendor profiles can be updated by The lack of updates to the vendor The Purchasing Department should coordinate with IT to all or nothing access.The upgrade will allow us to lock specific Purchasing s unableto resetvendor profiles when the primary user is no longer with the Procurement to ensure the profile following the departure o f the determine if vendor profile can be updated within portions ofthe data,and open others for editing.Aworkflow will Pew If so,segregation of duties between me input of the also be possible within me system to ensure we have proper endor.Asaresult,new vend or profiles aretypicatiy set-up and can result In duplicate appropdateparty is assignedm the m n contact can result In duplicate costacand ap proval ofthe change should be Implemented control. endors with differing contact l mormatior en doraccount. end ors In the system. to ensure accuracy and prevent vendor fraud. Responsible Party:Management/IT Implementation Date:Infor-TIE D 10 City of Corpus Christi Procurement Department Evaluation Points for Consideration(PFC)Matrix October 2021 The fouowing points for consideration(PFC)were Identified during the 2921 assessment of the Procurement Depadment at the City of Corpus Christi through Interviews with personnel and-.vl.—of policies,existing processes,procedures,and structure.Additionally,an eval,ati,,of the open and pamally-.mediated Pointsf,-C iid.ration from the 2916 Pi-....m.,t Evaluation was performedt,d.t.nnin.re1.va...inthe.,.,t.nvironm.nt.Th......tPFCeare p,,vid.dt,management for-.view and...sid.ration. Management's Response:Establishing a local preference program ropuiros m,-.than a policy change.Vann.the ordinance/policy are needed to govern the effort a joint initiative Local Preference Program Local vendors can receive needs to be undertaken by Procurement and Economic The City does not have a formalized and marketed Local Preference Program to attract preference when proposing on The lack of a formal Local The City should develop and market a local preference program Development to bring local vendors into the vendor pool.Vendor Preference Program can deter new to encourage all local vendors to propose on City procurements. Fairs are an important tool to help educate local vendors on our B and providep-efarentiai t-eatment to local vendors.Although local vendors are utilized certain City p-,.u-ements, Motl and are more prevalent due to the City's geographic location,a formal marketing including bids,where lowest price is vendors from proposing on work fo- Thep-,gram should be c,,,Ji,ated and deployed with procurement practices and offen,g them the tools necessary to p-,gram is not in place. the key factoe the City Purchasing and the Econ.mi.Development Department. signup and compete f,-,u-solicitations. Responsible Party:Pi-...lament/Economic Development Implementation Date:TBD Management's Response:Most fthe p-...eme,te the City utilizes are ordered direct orj,st-,time and not centrally housed before distribution.The warehouse pnman,y serves e,an extended inventory house forthe Utilities and Streets departments.1-3 day delivery times on the many of the most Warehouse Function Location The location of the Warehouse utilized office supplies makes the utilization fthe warehouse Purchasing should utile a just-in- The City should relocate the responsibility of the Warehouse The Warehouse is under the Purchasing structure but primarily houses goods forthe under Procurement creates obsolete to the majority of departments.While procurement staff i-ianly time approach to prevent the function to the Utilities Department.This alignment will ensure l 9 Utility Department.The Purchasing Department aims for the juet-in-ti me approach forthe inefficiencies since the warehouse does facilitate the contracts f,-the warehouse,it does so f,-the s ordering and st,nng of the pnmary user department oversees the structure,placement, d.tiv.ry n oDepant goods,m.refo-.a war.bons.is not ruuy utilized o-warranted r,rthe goods. i t,e g,,d utilized b t Uke to and milizati—of goods from me,a-eld—e. rostgf he ary,e by The ohargsd the we-.house are not Pn-maemg D.panm.rn. st,-.goode f,rth.i-tacks being be roneti ed t,hepnsand me op.-aeon ofme raauty ehowd b.o-aneition.d to m.pnmary ne.rs. Responsible Party:City leadership/Utilities/Streets Implementation Date:TBD weaver)---ii.- City of Corpus Christi Procurement Department Evaluation Points for Consideration(PFC)Matrix October 2021 The following points fill-c,-sideration(PFC)were identified hitting the 2021 assessment of the Procurement Department at the City of Corpus Christi through interviews with personnel and reviews of policies,existing processes,procedures,and structure.Additionally an evaluation of the open and partially re-ediated Points for Consideration fm-the 2010 Procurement Evaluation was perfumed to determine relevance I-the current e-vire-T.Im The current PFCs are p Pvid.d to management ror review and consideration. Management's Response:Management would like to Lack of Guld.noe on Using Interl ooal/Cooperative lind Supply Agreements Department Requisitioners may not implement a Procure--training for.....tiv.staff,City For competitive bid purchases the Purchasing Division has limited involvement i- The Purchasing Department is choose the most cost effective The City should implement formal guidance on the selection and c,u-al,and internal stafft,educate everyone on the determining whethert,use an inter-local cooperative,or supply agreements rather than utilized to deterni-e the best purchasing method,which could documentation ofthe determination of using Inter-local, procurement pi-ocess.During this training w e w ould identify the lead to increased purchasing costs cooperative and supply agreements.Departments Requisitioners type of cost benefit analysis that can deterni-e if the use of a 10 the competitive bidding process and if so,which one should be used fora particular purchasing strategy f,reach Motlerzte purchase.That deterninatio-is made solely by the Department Requisiti one r who purchase to ensu no thatpurchasing to the City.In addition,the lack of shsuldw,i-st. Purchasing Divisions Buyersthese arsine when cooperative is appropriate. so eotsthe im-localcooperffiive,o r supply agreement code dhen—stinga costs are minimized. gulch-ce c,u Id lead to errors In It is appropriate and costadvantageous to use mese agreement; requisition. selection ofthe most appropriate rather than competitively bidding a purchase. Responsible Party:Procurement Management purchasing precess. Implementation Date:Q1 FV 2022 Lack of sed n-ter local Monitoring of Ventlors Usgd in Interlocal/Cooperative Agreements Management's Response:Management would like to perform The Ctydoes tp form moot,,ng of yen dors related to nterlo I, p rVendors ative,and t i Ing for dent departments to bettered,cat.them on the u , supply agree- t p hasi-g beyond the d.1—IS of goods or sery d pricing used. The Pur h i g D should implement ddt Ito g P ureme-t process and on sol IN tato-vs c„peratve be-efts. „pent vel and supply agreement Contract dam t t isp erformed at the department level by C t tAd inistrators. c There sadth coot cttenm 11 not ofvend, d t -local and cooperat p h gto Atranng sproposed fol-the first quarter of FV 2022. 11 The City is resp,nsibl e forensuring that vendors are in compliance with all contract purchas-garemo-dred to ensure comply Cold the contraaterms. Motlerzte vel -dors padthe appropriate adminstratve fees,if terns,which may in Judea payment of a vendor fee for administering an-ter-local or vendors comply with contraa applicable,and complied with all other contract terns. Responsible Party:Procurement Management ,operative contract.The Purchasing Division is not involved i-the vendor management terns. P rocess or tracking vendor requirements. Implementation Date:Q1 FV 2022 Duplicate Ventlors Management's Response:This also ties into the Infer Upgrade The INFDRsystem contains duplicate vendors.Some ofthe duplicate vendors in INFO As part of the ve-d,revalbeti onprecess,the ve-doraddness and the ability to edit and maintain vendor recolPs.This issue re transferred from PeopleSoft during transiti on and were never removed.The The system should not contain Payments could be made to and tax identification number(TI N)shoul d also be searched to would be addressed as part of the Intel-pgrade. 12 We Low en sure vendors are not duplicated.The City should also Purchasing Division does not perform a panodic revie,,ofthe vendor master file to duplicate vendorsNaccurate or duplicate vendom. implement formal periodic review ofthe vendormasterfile to Responsible Party:Management identify duplicate vendors.Their processes are limited to performing a search of a identify and remove duplicate and inactive vendors. endo,name pnorto creating a new vendor i-the system. Implementation Date:Infer-TBD Management's Response:As part of the migration to the new Dormant Ventlor Rev ew vens ofl f P merit Coil be wing all vendor records Vendor maste fl dto snote dially rev awed-,,dart,dent fy nactve(dormant) The Purh gD ion should implement f Ip d d orknginactivateId d Additionally the Policy wll e-dom andd tate them nINFOR.The last rev ev,was periorned p nor to moving Dormant ve-dorsare de-tfed and Inactve vendors could no in ew ofth d aster file toidentify a d testablish thet f p od and the precess to 13 v the system and be pad Low e-dors.The Cl should send a notice to potentially inactive inactive dormant vendors. t,the new system l-November 2014.Inactive vendors were not transferred to the new deactivated fmmthe system tiro ely. tl endorsidentid edb this review and dethem,ith system.However no rev l ew for activity has been penormed since then,no,hasanv -appropnaey Y provl future review been scheduled. nstmciions to requalify as an active vendor. Responsible Party:Management Implementation Date:Info,-TBD,Partial through Policy update City of Corpus Christi Procurement Department Evaluation Points for Consideration(PFC)Matrix October 2021 The following points for considerable(PFC)w,,,identified during the 2021 assessment of the Procurement Department at the City of Corpus Christi through interviews with personnel and reviews of policies,existing processes,procedures,and structure.Additionally an evaluation of the oso,and partially remedial Points for Consideration from the 2015 Procurement Evaluation was performed to determine relevance In the current environment.The current CFCs are provided to management for review and consideration. Management's Response:Procurement Manageme nt wo uld re like to address this issue by adding a Contracts Managerto its personnel complement.This position would help enforce,monitor Lack of Vend.r Performance Evaluation Lack of an established vendor and train client departments on the Contract Management.The The city does not ha ve an established vendor evaluation process to pertorm ongoing evaluation process could lead to The City shoved require all vendor performance issues to be policy has been updated to Include the responsibilities of Vendors are monitored for provided to the Purchasing Division for recording and storage in Contract Managers and Procurement Management has luations of vendor performance issues and record the results.Departments have vendors that do not meet 14 eva compliance and delivery of central¢ed location.The City should consider adopting a developed Performance Evaluation questionnaires to be issued Contract Adml nlstrators who maintain records of vendor performance issues,but mese expectations being selected,which goods/serNces. endor pertornance policy mat cowl potentially suspend he rise with each new contract or extension. cords are not maintained in a centralrzed location forme Purchasing Division oromer owd lead m increased inerficiency ofmatvendorwim me ary forrepeated pertormance issues. departments to view. and higher costs to the City. Responsible Party:Procurement orvvhoever Identified as the Control by City Leadership Implementation Date:TBD/Partial through Policy Update Management's Response:The City's Procurement Policy has been updated and now indudes a section dedicated tothe Contract Management responsibilities.Procurement would like to Cont act Administrator Training The City should develop a contract administration,.binarto add a position to provide fornal training and auditcompliance. The City does not have a formalized Contract Administratortrain-tt program to ensure Contract Administrators have Lack of formal training in key rethat in divid,ble responsible for contracts have me This position would hold bi-annual training for existing contract 15 mat indvlards who are designated as the primary City contact for each—dor ntraa app ropnate knowI edge an d training sositi ons min d le ad to contractor's Motle appropriate training to pe-torm their resso,si bi lities Designated anageme,tstaffarid provide training to any n eve staff that have me appropriate skills and resources to effectively manage me contract. to manage and monitor contracts. -compliance and the contract. contract points of contactsho,ld be required to complete me me,on board during the year. training wool,an established timeham. Responsible Party:Procurement/City Leadership Implementation Date:Partial through Policy/TBD Management's Response:The Inror Upgrade greatly expands Purchasing Reporting Capabilities me reporting capabilities rorProcurem tint.The system has built The NFOR system does not have integrated reports available that provide me Data and reports required to reports for expiring data(searactsdnavinsmanavigate data well he'snary detailsto compare purchase requisitions and maturing purchase orders for ompare purchase requisitions, The use of alternate roans of as me ability to more easily warm and navigate me data the Purchasing Department personnel.This information must be gathered separately purchase orders,and sourcing information and manual We recommend that Financial Services work with IT or INFOR to Procurement Management has already begun to coordinate with 16 anipulation of data results in Motlemte develop me reports necessary to be able to effectively manage Infor Staffto ensure access and training on me functionality will and ma mall y combo ned and compared Additionally quenes must be used to obtain documentation a re readily neffici enc,and susceptibility to p,rchase requisitions and purchase orders. reports for orders over different timeframes.Finally,purchase requisitions do access bl e to appropriate error and rework. cur. not fullyintegratewim the Rich Ali ent application that contains sourcing documentation, employees. Responsible Party:Management which requires manual corecti ons and reduces reporting functionality for bid tracking. Implementation Date:Info--TBD 13 %11 _ ,Trill, e�CITyI�L - — -+�► Procurement Assessment & Local Preference Presented by: Josh Chronley Assistant Director Finance & Procurement Brandon Tanous Weaver,Advisory Services 01 Department Overview 02 New Management • - of 03 The Weaver Assessment contents 04 Management Actions 05 Local Preference Ordinance 06 Next Steps 2 1 � MMMW 01 Department Overview Organizational chart & - ►, ,� services provided \\ giN1 Finance & Procurement Procurement Division ■ Provides a unified procurement system that ensures integrity and fairness,with standardized processes and procedures for the oversight of solicitation,vendor selection,negotiation,contract award,and reporting. ■ Oversees the disposal of surplus property,emergency logistical support, purchase card services,printing services,internal currier services,mail services,and the City's warehouse operations. 4 Procurement Division Management Team 1,011L Heather Hurlbert Josh Chronley Maria Pedraza Finance & Procurement Director Finance & Procurement Procurement Manager Assistant Director (Procurement Division) 5 Management (3 Positions) Goods& Capital P-Card Other Core Services Services Services Services Services Purchasing (5 Positions) (2 Positions) ■ Goods &Services Purchasing $1.61VI Vendor Print • Capital Services $400K Management Services Ca P (2 Positions) (2 Positions) ■ P-Card Services $200K ■ Print Services $380K Goods& Mail ■ Mail Services $325K Services Services ■ Warehouse Services $4.4M (12 Positions) (2 Positions) Total Budget$7.31VI Warehouse (4 Positions) Total Positions 32 02 New Management Changes made to operations G, prior to assessment o (January 2021) i7 Customer Service Focus Partnership Helping staff understand each procurement is a partnership not an assignement. Shared Responsibility The new focus on partnership means that the successes and failures of the department's procurements are shared. Service Focus Helping to find a procurement solution, not just answering yes or no. 8 Digitization Signatures Submissions Records Utilizing DocuSign & Require digital drives or Established a digital system Adobe Signatures digital submissions for all of record for all financial requests (RFB/RFQ/RFP) documents for procurement 9 agenda Preparation Process Established electronic workflow for agenda review Internal Review Approval Procurement process Create item Start process Management Review City Manager's Department review Provides background & history 10 Standardization Utilizing standard templates for each solicitation type Updated forms & documents Aligned with State requirements Risk Assessment Matrix Coordinated with the Risk department to provide a standard matrix for insurance requirements to streamline the process • - Buyer Teams • - New Team Structure Greater than $50,000 Between All $5,000 to - Levels $50,000 LessBuyer than $5k Buyer L- 13 Separating procedures from policy Policy 4J4 Procedure Outlining the rules Establishing written standard operating Realigning with State requirements procedures Citing governing laws &ordinances Providing guidelines Outlining processes 14 i I i 03 The Weaver Assessment Summary of Review weaver s Brandon Tanous Project Sc• • - To assess the policies • procedures, internal controls and practices, and a comparison of key k functions • Texas Cities • Certified Internal Auditor Risk and Internal Audit Consulting Compliance ■ Certified Fraud Fxaminer ■ Certified Government Accounting Professional o00 ■ Certification in RiskManagement Assurance o00 Evaluation Phases w Policy & Procedure Internal Controls Peer Comparison Measured against: Looked at processes & Looked at the 7 largest GFOA Policies & internal controls Texas Cities State of Texas Procurement and benchmarked to 2016 Contract Guide study 17 ALL GFOA 12% of 14 2 Points for STAN DARDS Performance PRESENT Markers Consideration 2. Internal Controls results Evaluated 11 Full of 19 Controls in 7 Key Identified 13 points Recommendations Process Areas for consideration implemented from Fly 2016 Study 19 3. Peer City Comparison results Staffing On average the 7 Peer cities had 27 procurement staff (Compared to the current staffing of 20) Local Preference 5 of the 7 Peer cities had local preference ordinances Warehouse 0 of the Peer cities had a warehouse centralized in procurement 20 Knowledge Skill Contract Renewal Vendor Functional Assessment Process Profiles Setup Recommendations Vendor Capital Duplicate Fairs Procurement Vendors Process • Points for • •- - • Cooperative Change Order Dormant Moderate Guidance Process Vendors 0 8 Low Risk Cooperative Reference Reporting Categories Monitoring Checks Capabilities Staffing • Vendor Policy• • -• - Performance Local • Data -•- - Evaluation Preference Warehouse• Contract Admin Training 21 lk 04 Management Actions µ r Response to Points for Consideration One Additional Position Two Staff Realignments Added 1 Sr. Buyer to create an Restructured and reassigned additional procurement team workloads to support new Sr. Buyer Changes Approved in FY2022 Budget Three Staff Reclassifications Certification Program Reclassified 3 positions to address Established a paybased certification areas identified in assessment program for procurement staff to enhance workforce skillsets and knowledge 23 Future Budget Requests Contracts Local Business Manager Liaison /24 Changes to Policy & Procedure 1W Implemented Establish Written / Contract Clear Standardize Renewal Divisional Operational Process Responsibilities Procedures Built Database Established for Reference Contract Checking Administration Requirements zs t nfor Financial System Upgrade _ Approved by City Council April 20, 2021 r .... ....... Implementation scheduled for Fall 2022 f J forf 1: gog J , i Warehouse Repurposing • Change to storeroom • Modify shelving • Restructure and reassign staff • Transition building to Asset Management l 7 217 i Continual Improvement Staff will continue to identify areas for improvement a , f ' 05 i Local Preference r- For Council Consideration Current Sc ring Systems Request for Bids (RFBs) Request for Qualifications (RFQs) Request for Proposals (RFPs) • Advertised for 14-60days ■ Advertised for 3090 days • Sealed Bidding Method ■ Sealed Bidding Method ■ Point Grading System— (0 to 100 pts) and responsible bidder ■ RFQ— 80/20 (Proposal/Interview) ■ RFP-70/20/10 (ProposaYInterview/Price) preference to localbusinesses ■ Award Criteria negotiations ■ RFQ—Most qualified bidder ■ RFP—Qualifications and Price ■ No preference to local businesses ■ RFP can ask for FinalBest Offer 30 Local Preference Granting preference foiL®CAUor Goods, Service & Construction Contracts Texas City Comparison Arlington Austin Dallas EI Paso Fort Worth Houston San Antonio Local Preference RFB Local Preference Awarding to local bidders within a defined percentage of the low bid (Lowest Local Bid) ■ Goods ■ 5% up to $500K ■ 3% Gr eater Than $500K ■ Ser vic es ■ 5% Up to $500k ■ No Preference Above $500K ■ Mixed Go o d s & Ser vic es ■ award based on largest component IL ■ Constructionq i ■ 5% up to $100K ■ No Pr e f e r en c e Above $100K FP Local Preference Extra Points for Local Businesses _ ■ Headquartered — Up to 10 Points 20%of Workforce or 100 Fmployees Minimum One Year Residency ■ Local Branch — Up to 10 Points 20%of Workforce or 100 Fmployees Minimum One Year Residency ■ Joint Venture — Up to 5 Points Point allocation based on %of Local Workforce At least one partner must meet criteria for local business 34 Local Preference Summary Goods Up to 5% Up to 5% Up to 3% Request for Services Up to 5% Up to 5% No Preference Bids Mixed Up to 5% Up to 5% Up to 3%* Construction Up to 5% No Preference No Preference Goods Up to 10pts Up to 10pts Up to 10pts Request for Services Up to 1 Opts Up to 10pts Up to 1 Opts Proposals Mixed Up to 10pts Up to 10pts Up to 10pts Request for Goods N/A N/A N/A Qualifications Services Up to 10pts Up to 10pts Up to 10pts *Based on the highest goods or services component, No preference for services above $500,000 Note: 10 points out of a total of 100 points 35 .ate = - _ • Raw _ 14 r � � Wo'1 Staff Recommendation Consider and adopt local preference ordinance. The first reading on January 11 and the second reading on January 18 Staff on Standby for Questions %11 _ ,Trill, e�CITyI�L - — -+�► Procurement Assessment & Local Preference Presented by: Josh Chronley Assistant Director Finance & Procurement Brandon Tanous Weaver,Advisory Services Se G� O'1 +-� H V oRPORPg4 AGENDA MEMORANDUM 1852 City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Neiman Young PhD, Assistant City Manager neimany@cctexas.com 361-826-3898 North Beach Canal Request for Information (RFI) Update STAFF PRESENTER(S): Name Title/Position Department 1. Neiman Young Assistant City Manager Executive ISSUE: City Council requested an update on the North Beach Canal Request for Information (RFI). BACKGROUND: The City of Corpus Christi's Contracts and Procurement Department published a Request for Information (RFI) for the North Beach Navigable Canal project. The purpose of the RFI was to determine how the project could be designed, constructed, and maintained by a developer and how it would improve North Beach drainage infrastructure. The City received one response from a partnership between the Blackard Company and the Frazier Company. LIST OF SUPPORTING DOCUMENTS: Presentation — North Beach RFI Update North Beach Grand Canal Project ". City Council Presentation December 14, 2021 LAN PHASE I REPORT FINDINGS ➢ Two options analyzed for water quality criteria: ReportPhase I • Option 1: Inlet through the beach (at Breaker City of Corpus Avenue) North Beach Navigable • Option 2: Inlet through the north end of the peninsula (Rincon Canal) w z LAN PHASE 2 REPORT FINDINGS ➢ Provided costs estimates for 4 alternatives: North Beach Navigable Canal Phase II— Cost Estimating • Option 1: Navigable canal with beach City of Corpus Christi l Project#20277 inlet-$67.8M 6/3/2021 • Option 2: Navigable canal with Rincon inlet—$68.3M ' • Mitigation 1: Pipe and ditch ark improvements—$17.OM • Mitigation 2: Natural channel & lineari park-$32.9M NAVIGABLE CANAL RFI ➢ Sought to identify partners willing to bring resources that could help bridge the anticipated funding gap. CITY OF CORPUS CHRISTI REQUEST FOR INFORMATION(RFI)NO.2021.01 NORTH BEACH NAVIGABLE CANAL RFI N0. L12,11-111i 021-01 Pae 1 at] Request for Information (RFI) ➢ August 1, 2021: The City released an RFI to explore how a navigable canal could be funded (entirely or partially) by an interested party(ies). ➢ August 13, 2021: Pre-Submittal Meeting#1—4 attendees representing 3 companies ➢ August 16, 2021: Pre-Submittal Meeting#2— No attendees ➢ August 20, 2021: Optional Bus Tour— No attendees ➢ October 22, 2021: Extended Due Date—One Submission "The Breakers at North Beach" ➢ $75 million (City Funding; Grants, Private Fundraising) ➢ Three-year project ➢ Three phases The Breakers at North Beach ➢ Proposal: Led by a joint venture between the Frazier and Blackard Companies to construct a navigable channel along the North Beach area. ➢ Issues: Review of proposal led to the following questions that have been relayed to the respondent: • Funding o Contribution o Grants o Private Investments • Fill Dirt o Commitment from the Port of Corpus Christi o Estimation of the fill dirt • Engineering Design o Water Quality h . Questions se G� O'1 +-� H V oRPORPg4 AGENDA MEMORANDUM 1852 City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Gabriel Hinojosa, Assistant Director of Public Works gabrielh@cctexas.com 361-826-1877 Storm Water Fee Update STAFF PRESENTER(S): Name Title/Position Department 1. Gabriel Hinojosa Assistant Director Public Works ISSUE: The Public Works Department will be implementing a Storm Water Fee on residents' utility bills beginning in January 2022. BACKGROUND: The City's storm water system began being funded through the water rate in 1989. In 2008, the City established a fee for storm water, however the fee was combined with the residents' regular water utility rates. Under this process, the fee was calculated based on the customer's water consumption, creating a lack of transparency and in some cases, unfair fee amount paid. In an effort to make the storm water fee more transparent, the Public Works Department is establishing the storm water fee that is based upon the customer's impervious surface area. The attached presentation will describe the implementation plan and further details for the Storm Water Fee. LIST OF SUPPORTING DOCUMENTS: PowerPoint— Storm Water Fee Update CITY OF Corpus ris i Storm Water Utility Fee Briefing City Council Presentation December 14, 2021 o�`P US oyR T852 Statewide Storm Water Implementation Stand-Alone Last major Texas city to establish Dallas 1991 a stand-alone storm water fee San Antonio 1993 Austin 2003 Storm water programs vary by EI Paso 2006 region Houston 2011 , Dedicated fee allows for proper Fort Worth 2012 Q maintenance and long-term Arlington 201 planning of storm water system Corpus Christi - z IMPLEMENTATION Work Plan Group Weekly meetings held with Stakeholder Group NCAD Public I Water W07� i Uti I ity Fee r l � Communication Plan Website is Live !* Stormwater Fee www.cctexas.com/stormwaterfee + _ Fln°address°r°'a°e a Main Feature is Interactive GIS Map Residential and Non- Residential Customers can click on their property to obtain information and fee Attended Community Outreach ID:844900020290 Events —JD'.$44900020290 SWC—SFR SW D—One Family TV and Radio Commercials set to 51'°='`°5°COVENTRY`N,e"' Parcel Area:8,010.16 sqk RunoffFactor.011 Esc Impervious- are-:.4,01 i°8 sqh begin later this month R &-1 F..:SW Fee:$6.12 sm�m�ta�r ac-lal-rot December and January Utility Bill Inserts �111� III 5 Public Works Customer Service Storm Water Reconciliation Team Savanna Russo Heather Hays a Call-Center set-up at PW will be staffed with Temps Avoid Overload of Calls to Call �` Center �A �er Storm Water Fee Help Line 361-561-1100 6 Storm Water Improvements FY 2022 Street Sweeping - Additional In-House Sweepers Part of Fleet Vehicle Package in January Current In-House and Contractual = 490 Lane Miles Swept this FY Additional Channel and Ditch Maintenance Crew - Equipment Spec Sheets submitted to Fleet - -= FTE advertisement to begin in January Storm Water Utility Fee Team Fully Staffed ` �-� - Storm Water Improvements Construction Contract Glenoak Improvement Plans Complete, Construction to _= --=- begin Early 2022 William Ditch Environmental Permits submitted awaiting - comments Storm Water Fee Monthly Fee Starting on January Utility Bill Customer Resources www.cctexas.com/stormwaterfee Storm Water Fee Help Line 361-561-1100 se G� O'1 +-� H V �oRPORPg4 AGENDA MEMORANDUM 1852 City Council Meeting of December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Dante Gonzalez, Interim Director, Parks and Recreation DanteG(cD-cctexas.com (361) 826-3133 Donation to Parks & Recreation for West Guth Park Swing Sets STAFF PRESENTER(S): Name Title/Position Department 1. Dante Gonzalez Interim Director Parks and Recreation OUTSIDE PRESENTER(S): Name Title/Position Organization 1. Greg Perkes ISSUE: Greg Perkes is donating $30,000 to the Coastal Bend Community Foundation for replacement of the two swing sets at West Guth Park. BACKGROUND: Parks & Recreation will be working with the Coastal Bend Community Foundation and Greg Perkes to install two new swing sets at West Guth Park. Greg Perkes is donating $30,000 to the Coastal Bend Community Foundation and serving as the pass-through to fund the purchase. Parks & Recreation will use to purchase to install the new swing sets. The current swing sets at West Guth Park are approximately 25 to 30 years old.West Guth Park is a heavily utilized regional park. Several rounds of maintenance have been performed on these swing sets, the most recent being in 2021. West Guth Park is scheduled for the installation of future amenities including a skate park and dog park to add to the current amenities such as the recently installed playground unit with shade structure, West Guth Pool, a hike & bike trail, and a frisbee golf course. The replacement of the current swing sets will be another great addition to West Guth Park for all to utilize. A subsequent item will be presented to City Council in January 2022 to establish an agreement between the City of Corpus Christi and the Coastal Bend Community Foundation to fund the purchase and installation of two swing sets. LIST OF SUPPORTING DOCUMENTS: N/A muS c� opo w v "°wPoaA,E° AGENDA MEMORANDUM xss2 Action Item for the City Council Meeting December 14, 2021 DATE: December 14, 2021 TO: Peter Zanoni, City Manager FROM: Miles Risley, City Attorney milesr@cctexas.com 361-826-3873 Opioid Crisis Settlement Participation Resolution CAPTION: Resolution authorizing participation in the proposed opioid crisis settlement through the Texas Attorney General's office; and adopting and approving the Texas Opioid Abatement Fund Council and Settlement Allocation Term Sheet. SUMMARY: This resolution adopts and approves the Texas Opioid Abatement Fund Council and Settlement Allocation Term Sheet.The term sheet provides for the City to receive up to$1,812,707; however, the latest verbal estimates from the Attorney General's office have indicated the City could receive more than $2.2 million, due to the addition of other opioid manufacturers to the proposed settlement. In addition, the City will be eligible to apply for grants to address more specified opioid abatement matters from a larger pool of funds available to the State of Texas. BACKGROUND AND FINDINGS: The 15% Allocation funds (City Share estimated at $1.8 million to $2.2 million [or more from additional companies]) may be generally used pursuant to Texas House Bill 1827 for the "abatement of opioid-related harms". Seventy percent of the state funds may be used for grants to be received by the City for items in the "List of Opioid Remediation Uses," which include training, treatment, supplies (naloxone), education programs, criminal justice programs, overdose response, and other opioid-related programs. Texas, along with a broad coalition of states and subdivisions, has reached final agreements with four companies to resolve legal claims against for their role in the opioid crisis. One agreement is with opioid manufacturer Johnson & Johnson. The other is three major pharmaceutical distributors: AmerisourceBergen, Cardinal Health, and McKesson. The two agreements provide for$26 billion in payments over 18 years, with $23.9 billion available for opioid abatement and significant amounts front loaded. Funding will be distributed to states according to the allocation agreement reached among the Attorneys General. Subdivisions can only participate in the agreement if their state participates. Texas' combined share is almost $1.5 billion: $1.17 billion from the distributors and $268 million from J&J. Distribution within Texas is handled through an intrastate agreement between the state and litigating subdivisions. The funding must be used to support any of a wide variety of strategies to fight the opioid crisis. Separate provisions exist to compensate attorneys who have pursued opioid litigation on behalf of states and local governments. Future opioid litigation may result in increases, suspension, and/or reduction of payments. Even without full resolution of claims, states and subdivisions can still receive substantial payments by resolving a significant portion of current and future claims. Both agreements contain injunctive terms. The distributors will be subject to more oversight, including an independent monitor, relating to deliveries of opioids to pharmacies where diversion and misuse occur. They will be required to establish and fund an independent clearinghouse to track opioid distribution nationwide and flag suspicious orders. J&J will be prohibited from selling or promoting opioids. ALTERNATIVES: The alternative to signing the settlement participation form and adopting and approving the term sheet would be filing a separate lawsuit on behalf of the City, expending a great deal of time and resources in litigation with no guarantee of recovery and/or the possibility of recovering less than what is to be awarded. FISCAL IMPACT: The fiscal impact based on this settlement will be the City receiving up to $1,812,707.00, or possibly more. This amount may be less based upon the number of other participating political subdivisions and cities. RECOMMENDATION: Staff recommends that City Council authorize participation in the settlement and the adoption and approval of the Texas Term Sheet. LIST OF SUPPORTING DOCUMENTS: Subdivision Settlement Participation Form —Janssen Settlement Subdivision Settlement Participation Form — Distributor Settlement Settlement Allocation Term Sheet ("Texas Term Sheet") Distributor Settlement Agreement Janssen Settlement Agreement List of Opioid Remediation Uses Resolution authorizing participation in the proposed opioid crisis settlement through the Texas Attorney General's office; and adopting and approving the Texas Opioid Abatement Fund Council and Settlement Allocation Term Sheet. WHEREAS, the City of Corpus Christi ("City") obtained information indicating that certain drug companies and their corporate affiliates, parents, subsidiaries, and such other defendants as may be added to the litigation (collectively, "Defendants") have engaged in fraudulent and/or reckless marketing and/or distribution of opioids that have resulted in addictions and overdoses; and WHEREAS, these actions, conduct and misconduct have resulted in significant financial costs to the City; and WHEREAS, on May 13, 2020, the State of Texas, through the Office of the Attorney General, and a negotiation group for Texas political subdivisions entered into an Agreement entitled Texas Opioid Abatement Fund Council and Settlement Allocation Term Sheet (hereafter, the Texas Term Sheet) approving the allocation of any and all opioid settlement funds within the State of Texas. The Texas Term Sheet is attached hereto as Attachment "1"; and WHEREAS, Special Counsel and the State of Texas have recommended that the City of Corpus Christi City Council support the adoption and approval the Texas Term Sheet in its entirety; and WHEREAS, The City Council supports the adoption and approval of the Texas Term Sheet in its entirety; and WHEREAS, The City Council finds there is a substantial need for repayment of opioid- related expenditures andpayment to abate opioid-related harms in and about the City of Corpus Christi; and WHEREAS, The City Council finds that the purpose of this Texas Term Sheet is to permit collaboration between the State of Texas and Political Subdivisions to explore and potentially effectuate resolution of the Opioid Litigation against Pharmaceutical Supply Chain Participants as defined therein; and WHEREAS, The City Council finds that an additional purpose of the Texas Term Sheet is to create an effective means of distributing any potential settlement funds obtained by the State of Texas and Political Subdivisions in a manner and means that would promote an effective and meaningful use of the funds in abating theopioid epidemic. 1 THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Manager is hereby authorized to execute all documents necessary to participate in the proposed opioid crisis settlement organized through the Texas Attorney General's Office. SECTION 2. The City Council supports in its entirety and hereby adopts the allocation method for opioid settlement proceeds as set forth in the Texas Term Sheet, attached hereto as Attachment "1". PASSED AND APPROVED on the day of 2021: Paulette M. Guajardo Roland Barrera Gil Hernandez Michael Hunter Billy Lerma John Martinez Ben Molina Mike Pusley Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette M. Guajardo City Secretary Mayor 2 ATTACHMENT " 1" TEXAS OPIOID ABATEMENT FUND COUNCIL AND SETTLEMENT ALLOCATION TERM SHEET WHEREAS, the people of the State of Texas and its communities have been harmed through the National and Statewide epidemic caused by licit and illicit opioid use and distribution within the State of Texas; and now, WHEREAS, the State of Texas, though its elected representatives and counsel, including the Honorable Ken Paxton, Attorney General of the State of Texas, and certain Political Subdivisions, through their elected representatives and counsel, are separately engaged in litigation seeking to hold those entities in the supply chain accountable for the damage caused; and now, WHEREAS, the State of Texas, through its Attorney General and its Political Subdivisions, share a common desire to abate and alleviate the impacts of the epidemic throughout the State of Texas; and now, THEREFORE, the State of Texas and its Political Subdivisions, subject to completing formal documents effectuating the Parties' agreements, enter into this State of Texas and Texas Political Subdivisions' Opioid Abatement Fund Council and Settlement Allocation Term Sheet (Texas Term Sheet) relating to the allocation and use of the proceeds of any Settlements as described. A. Definitions As used in this Texas Term Sheet: 1 1. "The State" shall mean the State of Texas acting through its Attorney General. 2. "Political Subdivision(s)" shall mean any Texas municipality and county. 3. "The Parties" shall mean the State of Texas, the Political Subdivisions, and the Plaintiffs' Steering Committee and Liaison Counsel(PSC) in the Texas Opioid MDL, In Re: Texas Opioid Litigation, MDL No. 2018-63587, in the 152d District Court of Harris County, Texas. 4. "Litigating Political Subdivision" means a Political Subdivision that filed suit in the state courts of the State of Texas prior to the Execution Date of this Agreement, whether or not such case was transferred to Texas Opioid MDL, or removed to federal court. 5. "National Fund" shall mean any national fund established for the benefit of the Texas Political Subdivisions. In no event shall any National Fund be used to create federal jurisdiction, equitable or otherwise, over the Texas Political Subdivisions or those similarly situated state-court litigants who are included in the state coalition, nor shall the National Fund require participating in a class action or signing a participation agreement as part of the criteria for participating in the National Fund. 6. "Negotiating Committee" shall mean a three-member group comprising four representatives for each of(1) the State; (2) the PSC; and (3) Texas' 2 Political Subdivisions (collectively, "Members"). The State shall be represented by the Texas Attorney General or his designees. The PSC shall be represented by attorneys Mikal Watts, Jeffrey Simon, Dara Hegar, Dan Downey, or their designees. Texas' Political Subdivisions shall be represented by Clay Jenkins (Dallas County Judge), Terrence O'Rourke (Special Assistant County Attorney, Harris County), Nelson Wolff(Bexar County Judge), and Nathaniel Moran (Smith County Judge) or their designees. 7. "Settlement" shall mean the negotiated resolution of legal or equitable claims against a Pharmaceutical Supply Chain Participant that includes the State and Political Subdivisions. 8. "Opioid Funds" shall mean monetary amounts obtained through a Settlement as defined in this Texas Term Sheet. 8. "Approved Purpose(s)" shall mean those uses identified in Exhibit A hereto. 9. "Pharmaceutical Supply Chain" shall mean the process and channels through which opioids or opioids products are manufactured, marketed, promoted, distributed, or dispensed. 3 10."Pharmaceutical Supply Chain Participant" shall mean any entity that engages in or has engaged in the manufacture, marketing, promotion, distribution, or dispensing of an opioid analgesic. 11. "Texas Opioid Council" shall mean the Council described in Exhibit A hereto, which has the purpose of ensuring the funds recovered by Texas (through the joint actions of the Attorney General and the Texas Political Subdivisions) are allocated fairly and spent to remediate the opioid crisis in Texas, using efficient and cost-effective methods that are directed to the hardest hit regions in Texas while also ensuring that all Texans benefit from prevention and recovery efforts. B. Allocation of Settlement Proceeds 1. All Opioid Funds distributed in Texas shall be divided with 15% going to Political Subdivisions ("Subdivision Share"), 70% to the Texas Opioid Abatement Fund through the Texas Opioid Council (Texas Abatement Fund Share) identified and described on Exhibits A and C hereto, and 15% to the Office of the Texas Attorney General as Counsel for the State of Texas ("State Share"). Out of the Texas Opioid Abatement Fund, reasonable expenses up to 1% shall be paid to the Texas Comptroller for the administration of the Texas Opioid Council pursuant to the Opioid 4 Abatement Fund (Texas Settlement) Opioid Council Agreement, Exhibit A hereto. 2. The Subdivisions Share shall be allocated in accordance with the division of proceeds on Exhibit B hereto. 3. The Texas Abatement Fund Share shall be allocated to the Opioid Council to be apportioned in accordance with the guidelines of Exhibit A, and Exhibit C hereto. 4. In the event a Subdivision merges, dissolves, or ceases to exist, the allocation percentage for that Subdivision shall be redistributed as directed by the settlement document, and if not specified, equitably based on the composition of the successor Subdivision. If a Subdivision for any reason is excluded from a specific settlement, the allocation percentage for that Subdivision shall be redistributed as directed by the settlement document, and if not specified, equitably among the participating Subdivisions. 5. Funds obtained from parties unrelated to the Litigation, via grant, bequest, gift or the like, separate and distinct from the Litigation, may be directed to the Texas Opioid Council and disbursed as set forth below. 6. The Subdivision share shall be initially deposited and paid in cash directly to the Subdivision under the authority and guidance of the Texas MDL Court, who shall direct any Settlement funds to be held in trust in a 5 segregated account to benefit the Subdivisions and to be promptly distributed as set forth herein and in accordance with Exhibit B. 7. Nothing in this Texas Term Sheet should alter or change any Subdivision's rights to pursue its own claim. Rather, the intent of this Texas Term Sheet is to join all parties to disburse settlement proceeds from one or more defendants to all parties participating in that settlement within Texas. 8. Opioid Funds from the Texas Abatement Fund Share shall be directed to the Texas Opioid Council and used in accordance with the guidelines as set out on Exhibit A hereto, and the Texas Abatement Fund Share shall be distributed to the Texas Opioid Council under the authority and guidance of the Texas MDL Court, consistent with Exhibits A and C, and the by- laws of the Texas Opioid Council documents and disbursed as set forth therein, including without limitation all abatement funds and the 1% holdback for expenses. 9. The State of Texas and the Political Subdivisions understand and acknowledge that additional steps may need to be undertaken to assist the Texas Opioid Council in its mission, at a predictable level of funding, regardless of external factors. C. Payment of Counsel and Litigation Expenses 6 1. Any Master Settlement Agreement settlement will govern the payment of fees and litigation expenses to the Parties. The Parties agree to direct control of any Texas Political Subdivision fees and expenses to the "Texas Opioid Fee and Expense Fund," which shall be allocated and distributed by the Texas MDL Court, In re: Texas Opioid Litigation, MDL No. 2018- 63587, in the 152nd District Court of Harris County, Texas, and with the intent to compensate all counsel for Texas Political Subdivisions who have not chosen to otherwise seek compensation for fees and expenses from any federal MDL common benefit fund. 2. The Parties agree that no portion of the State of Texas 15% allocation share from any settlement shall be administered through the National Fund, the Texas MDL Court, or Texas Opioid Fee and Expense Fund, but shall be directed for payment to the State of Texas by the State of Texas. 3. The State of Texas and the Texas Political Subdivisions, and their respective attorneys, agree that all fees — whether contingent, hourly, fixed or otherwise — owed by the Texas Political Subdivisions shall be paid out of the National Fund or as otherwise provided for herein to the Texas Opioid Fee and Expense Fund to be distributed by the 152nd 7 District Court of Harris County, Texas pursuant to its past and future orders. 4. From any opioid-related settlements with McKesson, Cardinal Health, ABDC, and Johnson & Johnson, and for any future opioid-related settlements negotiated, in whole or in part, by the Negotiating Committee with any other Pharmaceutical Supply Chain Participant, the funds to be deposited in the Texas Opioid Fee and Expense Fund shall be 9.3925% of the combined Texas Political Subdivision and Texas Abatement Fund portions of each payment(annual or otherwise) to the State of Texas for that settlement, plus expenses from the National Fund, and shall be sought by Texas Political Subdivision Counsel initially through the National Fund. The Texas Political Subdivisions' percentage share of fees and expenses from the National Fund shall be directed to the Texas Opioid Fee and Expense Fund in the Texas MDL, as soon as is practical, for allocation and distribution in accordance with the guidelines herein. 5. If the National Fund share to the Texas Political Subdivisions is insufficient to cover the guaranteed 9.3925%, plus expenses from the National Fund, per subsection 4, immediately supra, or if payment from the National Fund is not received within 12 months after the date the 8 first payment is made by the Defendants pursuant to the settlement,then the Texas Political Subdivisions shall recover up to 12.5% of the Texas Political Subdivision Share to make up any difference. 6. If the National Fund and the Texas Political Subdivision share are insufficient to cover the guaranteed 9.3925%, plus expenses from the National Fund, or if payment from the National Fund is not received within 12 months after the date the first payment is made by the Defendants pursuant to the settlement, then the Texas Political Subdivisions shall recover up to 8.75% of the Abatement Fund Share to make up any difference. In no event shall the Texas Political Subdivision share exceed 9.3925% of the combined Texas Political Subdivision and Texas Abatement Fund portions of any settlement, plus expenses from the National Fund. In the event that any payment is received from the National Fund such that the total amount in fees and expenses exceeds 9.3925%, the Texas Political Subdivisions shall return any amounts received greater than 9.3925% of the combined Texas Political Subdivision and Texas Abatement Fund portions to those respective Funds. 9 7. For each settlement utilizing a National Fund, the Texas Political Subdivisions need only make one attempt at seeking fees and expenses there. 8. The total amount of the Texas Opioid Fee and Expense Fund shall be reduced proportionally, according to the agreed upon allocation of the Texas Subdivision Fund, for any Texas litigating Political Subdivision that (1) fails to enter the settlement; and (2) was filed in Texas state court, and was transferred to the Texas MDL (or removed before or during transfer to the Texas MDL) as of the execution date of this Agreement. D. The Texas Opioid Council and Texas Abatement Fund The Texas Opioid Council and Texas Abatement Fund is described in detail at Exhibit A, incorporated herein by reference. E. Settlement Negotiations 1. The State and Negotiating Committee agree to inform each other in advance of any negotiations relating to a Texas-only settlement with a Pharmaceutical Supply Chain Participant that includes both the State and its Political Subdivisions and shall provide each other the opportunity to participate in all such negotiations. Any Texas-only Settlement agreed to with the State and Negotiating Committee shall be subject to the approval 10 of a majority of litigating Political Subdivisions. The Parties further agree to keep each other reasonably informed of all other global settlement negotiations with Pharmaceutical Supply Chain Participants and to include the Negotiating Committee or designees. Neither this provision, nor any other, shall be construed to state or imply that either the State or the Negotiating Committee is unauthorized to engage in settlement negotiations with Pharmaceutical Supply Chain Participants without prior consent or contemporaneous participation of the other, or that either party is entitled to participate as an active or direct participant in settlement negotiations with the other. Rather, while the State's and Negotiation Committee's efforts to achieve worthwhile settlements are to be collaborative, incremental stages need not be so. 2. Any Master Settlement Agreement (MSA) shall be subject to the approval and jurisdiction of the Texas MDL Court. 3. As this is a Texas-specific effort, the Committee shall be Chaired by the Attorney General. However, the Attorney General, or his designees, shall endeavor to coordinate any publicity or other efforts to speak publicly with the other Committee Members. 4. The State of Texas, the Texas MDL Plaintiff's Steering Committee representatives, or the Political Subdivision representatives may withdraw 11 from coordinated Settlement discussions detailed in this Section upon 10 business days' written notice to the remaining Committee Members and counsel for any affected Pharmaceutical Supply Chain Participant. The withdrawal of any Member releases the remaining Committee Members from the restrictions and obligations in this Section. 5. The obligations in this Section shall not affect any Party's right to proceed with trial or, within 30 days of the date upon which a trial involving that Party's claims against a specific Pharmaceutical Supply Chain Participant is scheduled to begin, reach a case specific resolution with that particular Pharmaceutical Supply Chain Participant. F. Amendments The Parties agree to make such amendments as necessary to implement the intent of this agreement. Acknowledgment of Agreement We, the undersigned, have participated in the drafting of the above Texas Term Sheet, including consideration based on comments solicited from Political Subdivisions. This document has been collaboratively drafted to maintain all individual claims while allowing the State and its Political Subdivisions to cooperate in exploring all possible means of resolution. Nothing in this agreement binds any party to any specific outcome. Any resolution under this document will require 12 acceptance by the State of Texas and a majority of the Litigating Political Subdivisions. We, the undersigned, hereby accept the STATE OF TEXAS AND TEXAS POLITICAL SUBDIVISIONS' OPIOID ABATEMENT FUND COUNCIL AND SETTLEMENT ALLOCATION TERM SHEET. We understand that the purpose of this Texas Term Sheet is to permit collaboration between the State of Texas and Political Subdivisions to explore and potentially effectuate earlier resolution of the Opioid Litigation against Pharmaceutical Supply Chain Participants. We also understand that an additional purpose is to create an effective means of distributing any potential settlement funds obtained under this Texas Term Sheet between the State of Texas and Political Subdivisions in a manner and means that would promote an effective and meaningful use of the funds in abating the opioid epidemic throughout Texas. 13 Executed this 13 day of May, 2020. FOR THE STATE OF TEXAS: KENNETH PAXTON, JR. ATTORNEY GENERAL FOR THE SUBDIVISIONS AND TEXAS MDL PSC: 9019 NIIKAL WATTS WATTS GUERRA LLP jEffay N SIMON G ENSTONE PANATIER, PC ,DaA,a-4RJOA DARA HEGAR LANIEIRV�A�V��lM, PC DY DAN OWNEY, PC :sas EXHIBIT A Opioid Abatement Fund (Texas) Settlement Opioid Council As part of the settlement agreement and upon its execution, the parties will form the Texas Opioid Council (Council) to establish the framework that ensures the funds recovered by Texas (through the joint actions of the Attorney General and the state's political subdivisions) are allocated fairly and spent to remediate the opioid crisis in Texas, using efficient and cost-effective methods that are directed to the hardest hit regions in Texas while also ensuring that all Texans benefit from prevention and recovery efforts. I. Structure The Council will be responsible for the processes and procedures governing the spending of the funds held in the Texas Abatement Fund, which will be approximately 70% of all funds obtained through settlement and/or litigation of the claims asserted by the State and its subdivisions in the investigations and litigation related to the manufacturing, marketing, distribution, and sale of opioids and related pharmaceuticals. Money paid into the abatement fund will be held by an independent administrator, who shall be responsible for the ministerial task of releasing funds solely as authorized below by the Council, and accounting for all payments to and from the fund. The Council will be formed when a court of competent jurisdiction enters an order settling the matter, including any order of a bankruptcy court. The Council's members must be appointed within sixty(60) days of the date the order is entered. A. Mems The Council shall be comprised of the following thirteen(13) members: 1. Statewide Members. Six members appointed by the Governor and Attorney General to represent the State's interest in opioid abatement. The statewide members are appointed as follows: a. The Governor shall appoint three (3) members who are licensed health professionals with significant experience in opioid interventions; b. The Attorney General shall appoint three (3) members who are licensed professionals with significant experience in opioid incidences; and c. The Governor will appoint the Chair of the Council as a non-voting member. The Chair may only cast a vote in the event there is a tie of the membership. 2. Regional Members. Six (6) members appointed by the State's political subdivisions to represent their designated Texas Health and Human Services Commission"HHSC" Regional Healthcare 1 Partnership (Regions) to ensure dedicated regional, urban, and rural representation on the Council. The regional appointees must be from either academia or the medical profession with significant experience in opioid interventions. The regional members are appointed as follows: a. One member representing Regions 9 and 10 (Dallas Ft-Worth); b. One member representing Region 3 (Houston); c. One member representing Regions 11, 12, 13, 14, 15, 19 (West Texas); d. One member representing Regions 6, 7, 8, 16 (Austin-San Antonio); e. One member representing Regions 1, 2, 17, 18 (East Texas); and f. One member representing Regions 4, 5, 20 (South Texas). B. Terms. All members of the Council are appointed to serve staggered two-year terms, with the terms of members expiring February 1 of each year. A member may serve no more than two consecutive terms, for a total of four consecutive years. For the first term, four(4)members (two(2) statewide and two (2) for the subdivisions) will serve a three-year term. A vacancy on the Council shall be filled for the unexpired term in the same manner as the original appointment. The Governor will appoint the Chair of the Council who will not vote on Council business unless there is a tie vote, and the subdivisions will appoint a Vice-Chair voting member from one of the regional members. C. Governance 1. Administration The Council is attached administratively to the Comptroller. The Council is an independent, quasi-governmental agency because it is responsible for the statewide distribution of the abatement settlement funds. The Council is exempt from the following statutes: a. Chapter 316 of the Government Code (Appropriations); b. Chapter 322 of the Government Code (Legislative Budget Board); c. Chapter 325 of the Government Code (Sunset); d. Chapter 783 of the Government Code (Uniform Grants and Contract Management); e. Chapter 2001 of the Government Code (Administrative Procedure); f. Chapter 2052 of the Government Code(State Agency Reports and Publications); g. Chapter 2261 of the Government Code (State Contracting Standards and Oversight); h. Chapter 2262 of the Government Code (Statewide Contract Management); 2 i. Chapter 262 of the Local Government Code (Purchasing and Contracting Authority of Counties); and j. Chapter 271 of the Local Government Code (Purchasing and Contracting Authority of Municipalities, Counties, and Certain Other Local Governments). 2. Transparency The Council will abide by state laws relating to open meetings and public information, including Chapters 551 and 552 of the Texas Government Code. i. The Council shall hold at least four regular meetings each year. The Council may hold additional meetings on the request of the Chair or on the written request of three members of the council. All meetings shall be open to the public, and public notice of meetings shall be given as required by state law. ii. The Council may convene in a closed, non-public meeting: a. If the Commission must discuss: 1. Negotiation of contract awards; and 2. Matters specifically exempted from disclosure by federal and state statutes. b. All minutes and documents of a closed meeting shall remain under seal, subject to release only order of a court of competent jurisdiction. 3. Authority The Council does not have rulemaking authority. The terms of each Judgment, Master Settlement Agreement, or any Bankruptcy Settlement for Texas control the authority of the Council and the Council may not stray outside the bounds of the authority and power vested by such settlements. Should the Council require legal assistance in determining their authority, the Council may direct the executive director to seek legal advice from the Attorney General to clarify the issue. D. Operation and Expenses The independent administrator will set aside up to one (1)percent of the settlement funds for the administration of the Council for reasonable costs and expenses of operating the foregoing duties, including educational activities. 1. Executive Director The Comptroller will employ the executive director of the Council and other personnel as necessary to administer the duties of the Council and carry out the functions of the Council. The executive director must have at least 10 years of experience in government or public administration and is classified as a Director V/1330 under the State Auditor's State Classification. The Comptroller will pay the salaries of the Council employees from the 3 one (1)percent of the settlement funds set aside for the administration of the Council. The Comptroller will request funds from the Texas Abatement Fund Point of Contact. 2. Travel Reimbursement A person appointed to the Council is entitled to reimbursement for the travel expenses incurred in attending Council duties. A member of the Council may be reimbursed for actual expenses for meals, lodging, transportation, and incidental expenses in accordance with travel rates set by the federal General Services Administration. IL Duties/Roles It is the duty of the Council to determine and approve the opioid abatement strategies and funding awards. A. Approved Abatement Strategies The Council will develop the approved Texas list of abatement strategies based on but not limited to the existing national list of opioid abatement strategies (see attached Appendix A) for implementing the Texas Abatement Fund. 1. The Council shall only approve strategies which are evidence-informed strategies. 2. The Texas list of abatement strategies must be approved by majority vote. The majority vote must include a majority from both sides of the statewide members and regional members in order to be approved, e.g., at least four(4) of six(6) members on each side. B. Texas Abatement Fund Point of Contact The Council will determine a single point of contact called the Abatement Fund Point of Contact (POC) to be established as the sole entity authorized to receive requests for funds and approve expenditures in Texas and order the release of funds from the Texas Abatement Fund by the independent administrator. The POC may be an independent third parry selected by the Council with expertise in banking or financial management. The POC will manage the Opioid Council Bank Account(Account). Upon a vote, the Council will direct the POC to contact the independent administrator to release funds to the Account. The Account is outside the State Treasury and not managed by any state or local officials. The POC is responsible for payments to the qualified entities selected by the Council for abatement fund awards. The POC will submit a monthly financial statement on the Account to the Council. C. Auditor An independent auditor appointed by the Council will perform an audit on the Account on an annual basis and report its findings, if any, to the Council. D. Funding Allocation 4 The Council is the sole decision-maker on the funding allocation process of the abatement funds. The Council will develop the application and award process based on the parameters outlined below. An entity seeking funds from the Council must apply for funds; no funds will be awarded without an application. The executive director and personnel may assist the Council in gathering and compiling the applications for consideration; however, the Council members are the sole decision-makers of awards and funding determination. The Council will use the following processes to award funds: 1. Statewide Funds. The Council will consider, adopt and approve the allocation methodology attached as Exhibit C, based upon population health data and prevalence of opioid incidences, at the Council's initial meeting. Adoption of such methodology will allow each Region to customize the approved abatement strategies to fit its communities' needs. The statewide regional funds will account for seventy-five (75) percent of the total overall funds, less the one (1) percent administrative expense described herein. 2. Targeted Funds. Each Region shall reserve twenty-five (25) percent of the overall funds, for targeted interventions in the specific Region as identified by opioid incidence data. The Council must approve on an annual basis the uses for the targeted abatement strategies and applications available to every Region, including education and outreach programs. Each Region without approved uses for the targeted funds from the Council, based upon a greater percentage of opioid incidents compared to its population, is subject to transfer of all or a portion of the targeted funds for that Region for uses based upon all Regions' targeted funding needs as approved by the Council on an annual basis. 3. Annual Allocation. Statewide regional funds and targeted funds will be allocated on an annual basis. If a Region lapses its funds, the funds will be reallocated based on all Regions' funding needs. E. Anneal Process The Council will establish an appeal process to permit the applicants for funding (state or subdivisions) to challenge decisions by the Council-designated point of contact on requests for funds or expenditures. 1. To challenge a decision by the designated point of contact, the State or a subdivision must file an appeal with the Council within thirty (30) days of the decision. The Council then has thirty (30) days to consider and rule on the appeal. 2. If the Council denies the appeal, the party may file an appeal with the state district court of record where the final opioid judgment or Master Settlement Agreement is filed. The Texas Rules of Civil Procedure and Rules of Evidence will govern these proceedings. The Council may request representation from the Attorney General in these proceedings. 5 In making its determination, the state district court shall apply the same clear error standards contained herein that the Council must follow when rendering its decision. 3. The state district court will make the final decision and the decision is not appealable. 4. Challenges will be limited and subject to penalty if abused. 5. Attorneys' fees and costs are not recoverable in these appeals. F. Education The Council may determine that a percentage of the funds in the Abatement Fund from the targeted funds be used to develop an education and outreach program to provide materials on the consequences of opioid drug use, prevention and interventions. Any material developed will include online resources and toolkits for communities. 6 EXHIBIT B Exhibit B: Municipal Area Allocations: 15% of Total ($150 million) (County numbers refer to distribution to the county governments after payment to cities within county borders has been made. Minimum distribution to each county is $1000.) Municipal Area Allocation Municipal Area Allocation Abbott $688 Lakeport $463 Abernathy $110 Lakeside $4,474 Abilene $563,818 Lakeside City $222 Ackerly $21 Lakeview $427 Addison $58,094 Lakeway $31,657 Adrian $181 Lakewood Village $557 Agua Dulce $43 Lamar County $141,598 Alamo $22,121 Lamb County $50,681 Alamo Heights $28,198 Lamesa $29,656 Alba $3,196 Lampasas $28,211 Albany $180 Lampasas County $42,818 Aledo $331 Lancaster $90,653 Alice $71,291 Laredo $763,174 Allen $315,081 Latexo $124 Alina $1,107 Lavaca County $45,973 Alpine $29,686 Lavon $7,435 Alto $3,767 Lawn $58 Alton $11,540 League City $302,418 Alvarado $29,029 Leakey $256 Alvin $113,962 Leander $88,641 Alvord $358 Leary $797 Amarillo $987,661 Lee County $30,457 Ames $5,571 Lefors $159 Amherst $22 Leon County $67,393 Anahuac $542 Leon Valley $23,258 Anderson $19 Leona $883 Anderson County $268,763 Leonard $8,505 Andrews $18,983 Leroy $176 Andrews County $37,606 Levelland $46,848 Angelina County $229,956 Lewisville $382,094 Angleton $62,791 Lexington $2,318 Angus $331 Liberty $72,343 Anna $9,075 Liberty County $531,212 Annetta $5,956 Liberty Hill $2,780 Annetta North $34 Limestone County $135,684 (Table continues on multiple pages below) Annetta South $602 Lincoln Park $677 Annona $738 Lindale $24,202 Anson $5,134 Linden $3,661 Anthony $4,514 Lindsay $1,228 Anton $444 Lipan $44 Appleby $1,551 Lipscomb County $10,132 Aquilla $208 Little Elm $69,326 Aransas County $266,512 Little River-Academy $798 Aransas Pass $57,813 Littlefield $7,678 Archer City $10,554 Live Oak $32,740 Archer County $45,534 Live Oak County $39,716 Arcola $7,290 Liverpool $1,435 Argyle $11,406 Livingston $73,165 Arlington $735,803 Llano $23,121 Armstrong County $974 Llano County $115,647 Arp $2,009 Lockhart $49,050 Asherton $112 Lockney $3,301 Aspermont $9 Log Cabin $1,960 Atascosa County $176,903 Lometa $1,176 Athens $105,942 Lone Oak $1,705 Atlanta $30,995 Lone Star $8,283 Aubrey $15,141 Longview $482,254 Aurora $1,849 Loraine $188 Austin County $76,030 Lorena $3,390 Austin $4,877,716 Lorenzo $11,358 Austwell $109 Los Fresnos $11,185 Avery $138 Los Indios $159 Avinger $1,115 Los Ybanez $0 Azle $32,213 Lott $1,516 Bailey $950 Lovelady $249 Bailey County $15,377 Loving County $1,000 Bailey's Prairie $5,604 Lowry Crossing $783 Baird $2,802 Lubbock $319,867 Balch Springs $27,358 Lubbock County $1,379,719 Balcones Heights $23,811 Lucas $5,266 Ballinger $9,172 Lueders $508 Balxnorhea $63 Lufkin $281,592 Bandera $2,893 Luling $29,421 Bandera County $86,815 Lumberton $36,609 Bangs $3,050 Lyford $3,071 Page 2 Bardwell $362 Lynn County $6,275 Barry $200 Lytle $7,223 Barstow $61 Mabank $19,443 Bartlett $3,374 Madison County $49,492 Bartonville $8,887 Madisonville $11,458 Bastrop $46,320 Magnolia $26,031 Bastrop County $343,960 Malakoff $12,614 Bay City $57,912 Malone $439 Baylor County $29,832 Manor $12,499 Bayou Vista $6,240 Mansfield $150,788 Bayside $242 Manvel $12,305 Baytown $216,066 Marble Falls $37,039 Bayview $41 Marfa $65 Beach City $12,505 Marietta $338 Bear Creek $906 Marion $275 Beasley $130 Marion County $54,728 Beaumont $683,010 Marlin $21,634 Beckville $1,247 Marquez $1,322 Bedford $94,314 Marshall $108,371 Bedias $3,475 Mart $928 Bee Cave $12,863 Martin County $10,862 Bee County $97,844 Martindale $2,437 Beeville $24,027 Mason $777 Bell County $650,748 Mason County $3,134 Bellaire $41,264 Matador $1,203 Bellevue $56 Matagorda County $135,239 Bellmead $14,487 Mathis $15,720 Bells $1,891 Maud $423 Bellville $7,488 Maverick County $115,919 Belton $72,680 Maypearl $986 Benavides $152 McAllen $364,424 Benbrook $43,919 McCamey $542 Benjamin $951 McGregor $9,155 Berryville $14,379 McKinney $450,383 Bertram $182 McLean $14 Beverly Hills $4,336 McLendon-Chishohn $411 Bevil Oaks $549 McCulloch County $20,021 Bexar County $7,007,152 Mclennan County $529,641 Big Lake $547 Mcmullen County $1,000 Big Sandy $4,579 Meadow $1,121 Page 3 Big Spring $189,928 Meadowlakes $905 Big Wells $236 Meadows Place $18,148 Bishop $8,213 Medina County $48,355 Bishop Hills $323 Megargel $611 Blackwell $31 Melissa $15,381 Blanco $6,191 Melvin $345 Blanco County $49,223 Memphis $7,203 Blanket $147 Menard $991 Blooxnburg $1,010 Menard County $14,717 Blooming Grove $352 Mercedes $21,441 Blossom $198 Meridian $3,546 Blue Mound $2,888 Merkel $10,117 Blue Ridge $1,345 Mertens $239 Blum $1,622 Mertzon $29 Boerne $45,576 Mesquite $310,709 Bogata $3,649 Mexia $21,096 Bonham $100,909 Miami $455 Bonney $2,510 Midland County $279,927 Booker $1,036 Midland $521,849 Borden County $1,000 Midlothian $95,799 Borger $69,680 Midway $78 Bosque County $71,073 Milani County $97,386 Bovina $173 Milano $904 Bowie $83,620 Mildred $286 Bowie County $233,190 Miles $93 Boyd $6,953 Milford $6,177 Brackettville $8 Miller's Cove $97 Brady $27,480 Millican $417 Brazoria $11,537 Mills County $19,931 Brazoria County $1,021,090 Millsap $34 Brazos Bend $462 Mineola $48,719 Brazos Country $902 Mineral Wells $92,061 Brazos County $342,087 Mingus $189 Breckenridge $23,976 Mission $124,768 Bremond $5,554 Missouri City $209,633 Brenham $54,750 Mitchell County $20,850 Brewster County $60,087 Mobeetie $52 Briarcliff $572 Mobile City $2,034 Briaroaks $57 Monahans $5,849 Bridge City $80,756 Mont Belvieu $19,669 Page 4 Bridgeport $33,301 Montague County $94,796 Briscoe County $977 Montgomery $1,884 Broaddus $31 Montgomery County $2,700,911 Bronte $99 Moody $828 Brooks County $20,710 Moore County $40,627 Brookshire $6,406 Moore Station $772 Brookside Village $1,110 Moran $50 Brown County $193,417 Morgan $605 Browndell $152 Morgan's Point $3,105 Brownfield $14,452 Morgan's Point Resort $8,024 Brownsboro $3,176 Morris County $53,328 Brownsville $425,057 Morton $167 Brownwood $166,572 Motley County $3,344 Bruceville-Eddy $1,692 Moulton $999 Bryan $246,897 Mount Calm $605 Bryson $1,228 Mount Enterprise $1,832 Buckholts $1,113 Mount Pleasant $65,684 Buda $10,784 Mount Vernon $6,049 Buffalo $11,866 Mountain City $1,548 Buffalo Gap $88 Muenster $4,656 Buffalo Springs $188 Muleshoe $4,910 Bullard $7,487 Mullin $384 Bulverde $14,436 Munday $2,047 Bunker Hill Village $472 Murchison $2,302 Burkburnett $37,844 Murphy $51,893 Burke $1,114 Mustang $7 Burleson County $70,244 Mustang Ridge $2,462 Burleson $151,779 Nacogdoches $205,992 Burnet $33,345 Nacogdoches County $198,583 Burnet County $189,829 Naples $4,224 Burton $937 Nash $7,999 Byers $77 Nassau Bay $11,247 Bynum $380 Natalia $625 Cactus $4,779 Navarro $334 Caddo Mills $43 Navarro County $103,513 Caldwell $18,245 Navasota $37,676 Caldwell County $86,413 Nazareth $124 Calhoun County $127,926 Nederland $44,585 Callahan County $12,894 Needville $10,341 Callisburg $101 Nevada $237 Page 5 Calvert $772 New Berlin $4 Cameron $11,091 New Boston $6,953 Cameron County $537,026 New Braunfels $307,313 Camp County $28,851 New Chapel Hill $288 Camp Wood $422 New Deal $338 Campbell $1,116 New Fairview $2,334 Canadian $1,090 New Home $9 Caney City $2,005 New Hope $1,024 Canton $56,734 New London $4,129 Canyon $26,251 New Summerfield $442 Carbon $620 New Waverly $2,562 Carl's Corner $48 Newark $520 Carmine $385 Newcastle $914 Carrizo Springs $1,671 Newton $6,102 Carrollton $310,255 Newton County $158,006 Carson County $29,493 Neylandville $163 Carthage $18,927 Niederwald $16 Cashion Community $322 Nixon $2,283 Cass County $93,155 Nocona $16,536 Castle Hills $12,780 Nolan County $50,262 Castro County $4,420 Nolanville $4,247 Castroville $4,525 Nome $391 Cedar Hill $70,127 Noonday $226 Cedar Park $185,567 Nordheixn $697 Celeste $1,280 Normangee $6,192 Celina $18,283 North Cleveland $105 Center $58,838 North Richland Hills $146,419 Centerville $385 Northlake $8,905 Chambers County $153,188 Novice $76 Chandler $17,364 Nueces County $1,367,932 Channing $2 O'Brien $76 Charlotte $4,257 O'Donnell $27 Cherokee County $156,612 Oak Grove $2,769 Chester $1,174 Oak Leaf $612 Chico $2,928 Oak Point $9,011 Childress $37,916 Oak Ridge $358 Childress County $50,582 Oak Ridge North $33,512 Chillicothe $172 Oak Valley $7 China $522 Oakwood $148 China Grove $598 Ochiltree County $15,476 Page 6 Chireno $1,568 Odem $7,420 Christine $354 Odessa $559,163 Cibolo $13,690 Oglesby $29 Cisco $7,218 Old River-Winfree $21,653 Clarendon $114 Oldham County $10,318 Clarksville $20,891 Ohnos Park $9,801 Clarksville City $54 Olney $6,088 Claude $26 Olton $1,197 Clay County $72,050 Omaha $4,185 Clear Lake Shores $6,682 Onalaska $31,654 Cleburne $228,184 Opdyke West $479 Cleveland $96,897 Orange $311,339 Clifton $9,939 Orange County $689,818 Clint $375 Orange Grove $1,677 Clute $51,350 Orchard $867 Clyde $17,287 Ore City $6,806 Coahoma $2,291 Overton $7,900 Cochran County $3,389 Ovilla $13,391 Cockrell Hill $512 Oyster Creek $9,633 Coffee City $1,087 Paducah $125 Coke County $5,522 Paint Rock $141 Coldspring $447 Palacios $14,036 Coleman $5,442 Palestine $178,009 Coleman County $4,164 Palisades $240 College Station $258,147 Palm Valley $1,918 Colleyville $46,049 Palmer $12,666 Collin County $1,266,721 Palmhurst $4,660 Collingsworth County $19,234 Palxnview $7,577 Collinsville $1,831 Palo Pinto County $124,621 Colmesneil $2,211 Pampa $67,227 Colorado City $8,405 Panhandle $9,536 Colorado County $49,084 Panola County $80,699 Columbus $6,867 Panorama Village $1,292 Comal County $396,142 Pantego $12,898 Comanche $16,503 Paradise $52 Comanche County $50,964 Paris $201,180 Combes $1,710 Parker $10,307 Combine $1,892 Parker County $476,254 Commerce $33,869 Parmer County $15,866 Como $415 Pasadena $356,536 Page 7 Concho County $3,859 Pattison $1,148 Conroe $466,671 Patton Village $9,268 Converse $27,693 Payne Springs $1,770 Cooke County $200,451 Pearland $333,752 Cool $731 Pearsall $11,570 Coolidge $243 Pecan Gap $719 Cooper $362 Pecan Hill $229 Coppell $86,593 Pecos $7,622 Copper Canyon $489 Pecos County $46,997 Copperas Cove $133,492 Pelican Bay $1,199 Corinth $75,298 Penelope $415 Corpus Christi $1,812,707 Penitas $312 Corral City $143 Perryton $23,364 Corrigan $21,318 Petersburg $1,691 Corsicana $87,310 Petrolia $17 Coryell County $123,659 Petronila $5 Cottle County $875 Pflugerville $86,408 Cottonwood $289 Pharr $144,721 Cottonwood Shores $1,203 Pilot Point $11,613 Cotulla $1,251 Pine Forest $3,894 Coupland $266 Pine Island $3,141 Cove $387 Pinehurst $32,671 Covington $519 Pineland $4,138 Coyote Flats $1,472 Piney Point Village $15,738 Crandall $12,094 Pittsburg $20,526 Crane $10,599 Plains $129 Crane County $26,146 Plainview $60,298 Cranfills Gap $128 Plano $1,151,608 Crawford $383 Pleak $270 Creedmoor $16 Pleasant Valley $308 Cresson $1,086 Pleasanton $29,011 Crockett $23,403 Plum Grove $258 Crockett County $18,210 Point $1,519 Crosby County $18,388 Point Blank $355 Crosbyton $1,498 Point Comfort $447 Cross Plains $4,877 Point Venture $588 Cross Roads $244 Polk County $370,831 Cross Timber $542 Ponder $1,282 Crowell $6,335 Port Aransas $31,022 Crowley $22,345 Port Arthur $367,945 Page 8 Crystal City $19,412 Port Isabel $9,802 Cuero $24,689 Port Lavaca $11,752 Culberson County $789 Port Neches $38,849 Cumby $5,320 Portland $76,517 Cuney $606 Post $2,332 Cushing $1,120 Post Oak Bend City $1,034 Cut and Shoot $2,141 Poteet $6,767 DISH $19 Poth $3,974 Daingerfield $12,476 Potter County $371,701 Daisetta $5,370 Pottsboro $12,302 Dalliart $11,609 Powell $110 Dallaxn County $21,686 Poynor $1,180 Dallas County $8,538,291 Prairie View $7,600 Dallas $2,999,902 Premont $3,321 Dalworthington Gardens $6,060 Presidio $148 Danbury $4,231 Presidio County $787 Darrouzett $101 Primera $2,958 Dawson $600 Princeton $19,245 Dawson County $46,911 Progreso $8,072 Dayton $47,122 Progreso Lakes $39 Dayton Lakes $38 Prosper $22,770 De Kalb $1,035 Providence Village $508 De Leon $8,218 Putnam $14 De Witt County $68,895 Pyote $22 DeCordova $13,778 Quanah $207 DeSoto $72,400 Queen City $4,837 Deaf Smith County $34,532 Quinlan $7,304 Dean $141 Quintana $492 Decatur $56,669 Quitaque $8 Deer Park $49,388 Quitman $15,619 Del Rio $59,056 Rains County $53,190 Dell City $15 Ralls $3,967 Delta County $30,584 Rancho Viejo $3,836 Denison $210,426 Randall County $278,126 Denton $458,334 Ranger $12,186 Denton County $1,132,298 Rankin $1,613 Denver City $2,104 Ransom Canyon $930 Deport $42 Ravenna $685 Detroit $965 Raymondville $7,466 Devers $191 Reagan County $25,215 Page 9 Devine $4,354 Real County $5,073 Diboll $25,533 Red Lick $23 Dickens $71 Red Oak $26,843 Dickens County $1,873 Red River County $29,306 Dickinson $83,683 Redwater $1,058 Dilley $2,633 Reeves County $103,350 Dinunit County $33,294 Refugio $8,839 Dinnnitt $1,012 Refugio County $46,216 Dodd City $1,211 Reklaw $1,136 Dodson $447 Reno $3,791 Domino $196 Reno $11,164 Donley County $22,370 Retreat $52 Donna $13,798 Rhome $12,285 Dorchester $231 Rice $1,972 Double Oak $4,765 Richardson $260,315 Douglassville $574 Richland $210 Dripping Springs $811 Richland Hills $24,438 Driscoll $39 Richland Springs $2,234 Dublin $14,478 Richmond $77,606 Dumas $26,229 Richwood $12,112 Duncanville $58,328 Riesel $1,118 Duval County $49,109 Rio Bravo $8,548 Eagle Lake $4,882 Rio Grande City $25,947 Eagle Pass $56,005 Rio Hondo $3,550 Early $14,838 Rio Vista $4,419 Earth $242 Rising Star $1,933 East Bernard $5,554 River Oaks $11,917 East Mountain $2,494 Riverside $858 East Tawakoni $2,723 Roanoke $275 Eastland $15,896 Roaring Springs $461 Eastland County $52,275 Robert Lee $85 Easton $329 Roberts County $547 Ector $1,108 Robertson County $44,642 Ector County $480,000 Robinson $18,002 Edcouch $4,101 Robstown $40,154 Eden $497 Roby $428 Edgecliff Village $2,232 Rochester $674 Edgewood $13,154 Rockdale $20,973 Edinburg $120,884 Rockport $54,253 Edmonson $136 Rocksprings $25 Page 10 Edna $18,194 Rockwall $114,308 Edom $2,149 Rockwall County $168,820 Edwards County $975 Rocky Mound $280 El Campo $31,700 Rogers $3,818 El Cenizo $621 Rollingwood $4,754 El Lago $5,604 Roma $16,629 El Paso $1,224,371 Roman Forest $8,610 El Paso County $2,592,121 Ropesville $2,122 Eldorado $50 Roscoe $778 Electra $15,716 Rose City $4,012 Elgin $26,284 Rose Hill Acres $2,311 Elkhart $301 Rosebud $1,489 Ellis County $315,372 Rosenberg $126,593 Elmendorf $746 Ross $147 Elsa $7,720 Rosser $549 Emhouse $83 Rotan $1,493 Emory $3,878 Round Mountain $454 Enchanted Oaks $1,299 Round Rock $475,992 Encinal $1,515 Round Top $140 Ennis $81,839 Rowlett $99,963 Erath County $102,616 Roxton $47 Escobares $40 Royse City $23,494 Estelline $909 Rule $800 Euless $92,824 Runaway Bay $6,931 Eureka $334 Runge $255 Eustace $2,089 Runnels County $33,831 Evant $2,068 Rusk $17,991 Everman $7,692 Rusk County $151,390 Fair Oaks Ranch $8,077 Sabinal $1,811 Fairchilds $81 Sabine County $46,479 Fairfield $1,245 Sachse $23,400 Fairview $32,245 Sadler $925 Falfurrias $2,221 Saginaw $31,973 Falls City $41 Salado $3,210 Falls County $34,522 San Angelo $536,509 Fannin County $131,653 San Antonio $4,365,416 Farmers Branch $94,532 San Augustine $25,182 Farmersville $10,532 San Augustine County $37,854 Farwell $343 San Benito $40,015 Fate $3,473 San Diego $11,771 Page 11 Fayette County $92,440 San Elizario $7,831 Fayetteville $391 San Felipe $1,498 Ferris $13,873 San Jacinto County $197,398 Fisher County $5,518 San Juan $28,845 Flatonia $5,661 San Leanna $36 Florence $3,949 San Marcos $325,688 Floresville $21,699 San Patricio $4,213 Flower Mound $215,256 San Patricio County $271,916 Floyd County $9,049 San Perlita $2,219 Floydada $6,357 San Saba $10,057 Foard County $5,764 San Saba County $17,562 Follett $212 Sanctuary $17 Forest Hill $26,132 Sandy Oaks $9,863 Forney $80,112 Sandy Point $1,637 Forsan $576 Sanford $308 Fort Bend County $1,506,719 Sanger $22,237 Fort Stockton $4,411 Sansom Park $223 Fort Worth $2,120,790 Santa Anna $329 Franklin $3,931 Santa Clara $87 Franklin County $25,783 Santa Fe $33,272 Frankston $274 Santa Rosa $2,138 Fredericksburg $56,486 Savoy $2,349 Freeport $72,973 Schertz $60,110 Freer $3,271 Schleicher County $5,695 Freestone County $50,495 Schulenburg $2,560 Friendswood $140,330 Scotland $148 Frio County $19,954 Scottsville $708 Friona $2,848 Scurry $1,110 Frisco $405,309 Scurry County $73,116 Fritch $4,548 Seabrook $30,270 Frost $321 Seadrift $991 Fruitvale $2,344 Seagoville $17,106 Fulshear $5,272 Seagraves $7,531 Fulton $1,602 Sealy $20,637 Gaines County $54,347 Seguin $376,538 Gainesville $153,980 Selma $22,429 Galena Park $13,093 Seminole $16,092 Gallatin $1,253 Seven Oaks $3,917 Galveston $488,187 Seven Points $7,452 Galveston County $1,124,093 Seymour $14,218 Page 12 Ganado $5,510 Shackelford County $1,288 Garden Ridge $11,351 Shady Shores $594 Garland $420,244 Shallowater $1,907 Garrett $2,510 Shamrock $4,328 Garrison $3,555 Shavano Park $3,178 Gary City $450 Shelby County $109,925 Garza County $8,944 Shenandoah $47,122 Gatesville $26,994 Shepherd $147 George West $6,207 Sherman $330,585 Georgetown $225,896 Sherman County $7,930 Gholson $1,505 Shiner $4,042 Giddings $12,674 Shoreacres $958 Gillespie County $63,191 Silsbee $66,442 Gilmer $33,951 Silverton $14 Gladewater $24,638 Simonton $1,906 Glasscock County $1,000 Sinton $23,658 Glen Rose $540 Skellytown $400 Glenn Heights $16,593 Slaton $154 Godley $3,115 Smiley $655 Goldsmith $677 Smith County $758,961 Goldthwaite $1,225 Sxnitliville $17,009 Goliad $3,563 Sxnyer $300 Goliad County $34,660 Snook $1,422 Golinda $100 Snyder $9,018 Gonzales $14,882 Socorro $11,125 Gonzales County $33,230 Somerset $1,527 Goodlow $221 Somervell County $57,076 Goodrich $9,643 Somerville $3,806 Gordon $365 Sonora $7,337 Goree $749 Sour Lake $17,856 Gorman $3,107 South Houston $25,620 Graford $23 South Mountain $154 Graham $235,428 South Padre Island $30,629 Granbury $71,735 Southlake $70,846 Grand Prairie $445,439 Southmayd $7,096 Grand Saline $36,413 Southside Place $885 Grandfalls $65 Spearman $14,000 Grandview $6,600 Splendora $7,756 Granger $2,741 Spofford $7 Granite Shoals $11,834 Spring Valley Village $16,404 Page 13 Granjeno $43 Springlake $3 Grapeland $7,287 Springtown $14,244 Grapevine $129,195 Spur $427 Gray County $65,884 St. Hedwig $111 Grays Prairie $17 St. Jo $7,360 Grayson County $539,083 St. Paul $21 Greenville $203,112 Stafford $75,145 Gregg County $243,744 Stagecoach $3,036 Gregory $4,697 Stamford $398 Grey Forest $474 Stanton $3,838 Grimes County $94,878 Staples $19 Groesbeck $5,745 Star Harbor $151 Groom $965 Starr County $99,896 Groves $40,752 Stephens County $35,244 Groveton $8,827 Stephenville $83,472 Gruver $1,166 Sterling City $62 Guadalupe County $146,824 Sterling County $939 Gun Barrel City $36,302 Stinnett $4,097 Gunter $4,609 Stockdale $741 Gustine $34 Stonewall County $1,822 Hackberry $94 Stratford $8,378 Hale Center $6,042 Strawn $987 Hale County $79,150 Streetxnan $5 Hall County $8,933 Sudan $32 Hallettsville $6,895 Sugar Land $321,561 Hallsburg $272 Sullivan City $6,121 Hallsville $10,239 Sulphur Springs $124,603 Haltom City $71,800 Sun Valley $4 Hamilton $3,581 Sundown $2,592 Hamilton County $66,357 Sunnyvale $3,248 Hamlin $4,656 Sunray $2,571 Hansford County $16,416 Sunrise Beach Village $2,083 Happy $327 Sunset Valley $9,425 Hardeman County $15,219 Surfside Beach $6,530 Hardin $100 Sutton County $6,541 Hardin County $379,800 Sweeny $4,503 Harker Heights $113,681 Sweetwater $68,248 Harlingen $165,429 Swisher County $7,251 Harris County $14,966,202 Taft $5,861 Harrison County $185,910 Tahoka $430 Page 14 Hart $86 Talco $372 Hartley County $786 Talty $9,124 Haskell $10,829 Tarrant County $6,171,159 Haskell County $22,011 Tatum $972 Haslet $1,908 Taylor $57,945 Hawk Cove $674 Taylor County $351,078 Hawkins $7,932 Taylor Lake Village $412 Hawley $931 Taylor Landing $153 Hays $506 Teague $1,714 Hays County $529,489 Tehuacana $12 Hearne $16,824 Temple $280,747 Heath $28,751 Tenaha $4,718 Hebron $687 Terrell $148,706 Hedley $70 Terrell County $5,737 Hedwig Village $13,067 Terrell Hills $9,858 Helotes $15,790 Terry County $25,423 Hemphill $8,035 Texarkana $192,094 Hemphill County $14,394 Texas City $298,702 Hempstead $21,240 Texhoma $156 Henderson $59,966 Texline $865 Henderson County $327,965 The Colony $114,297 Henrietta $2,720 The Hills $1,004 Hereford $20,423 Thompsons $1,897 Hewitt $19,776 Thorndale $1,595 Hickory Creek $16,510 Thornton $270 Hico $5,534 Thorntonville $87 Hidalgo $26,621 Thrall $825 Hidalgo County $1,253,103 Three Rivers $4,669 Hideaway $922 Throckmorton $29 Higgins $43 Throckmorton County $5,695 Highland Haven $320 Tiki Island $2,178 Highland Park $43,383 Tixnbercreek Canyon $369 Highland Village $50,315 Timpson $12,642 Hill Country Village $6,485 Tioga $2,390 Hill County $127,477 Tira $185 Hillcrest $5,345 Titus County $70,611 Hillsboro $46,609 Toco $4 Hilshire Village $859 Todd Mission $1,680 Hitchcock $28,796 Tolar $2,369 Hockley County $46,407 Tom Bean $2,293 Page 15 Holiday Lakes $1,795 Tom Green County $282,427 Holland $77 Tomball $34,620 Holliday $5,910 Tool $14,787 Hollywood Park $9,424 Toyah $40 Hondo $115,288 Travis County $4,703,473 Honey Grove $7,196 Trent $63 Hood County $292,105 Trenton $3,089 Hooks $2,702 Trinidad $5,859 Hopkins County $149,518 Trinity $23,652 Horizon City $7,520 Trinity County $105,766 Horseshoe Bay $48,173 Trophy Club $29,370 Houston County $78,648 Troup $7,918 Houston $7,021,793 Troy $5,320 Howard County $89,330 Tulia $8,911 Howardwick $84 Turkey $737 Howe $9,177 Tuscola $138 Hubbard $3,635 Tye $1,766 Hudson $6,840 Tyler $723,829 Hudson Oaks $15,637 Tyler County $131,743 Hudspeth County $985 Uhland $1,545 Hughes Springs $4,442 Uncertain $185 Humble $73,952 Union Grove $994 Hunt County $309,851 Union Valley $666 Hunters Creek Village $14,708 Universal City $28,428 Huntington $8,792 University Park $50,833 Huntsville $80,373 Upshur County $128,300 Hurst $99,187 Upton County $8,499 Hutchins $9,551 Uvalde $18,439 Hutchinson County $74,630 Uvalde County $36,244 Hutto $38,346 Val Verde County $117,815 Huxley $738 Valentine $207 Idalou $1,999 Valley Mills $2,228 Impact $8 Valley View $1,824 Indian Lake $473 Van $6,206 Industry $604 Van Alstyne $43,749 Ingleside on the Bay $142 Van Horn $211 Ingleside $40,487 Van Zandt County $248,747 Ingram $5,243 Vega $974 Iola $3,164 Venus $9,792 Iowa Colony $4,090 Vernon $81,337 Page 16 Iowa Park $23,487 Victoria $84,598 Iraan $56 Victoria County $520,886 Iredell $216 Vidor $95,620 Irion County $9,105 Vinton $622 Irving $427,818 Volente $333 Italy $5,349 Von Ormy $513 Itasca $8,694 Waco $512,007 Ivanhoe $26 Waelder $3,427 Jacinto City $14,141 Wake Village $174 Jack County $14,799 Walker County $184,624 Jacksboro $23,254 Waller County $126,206 Jackson County $37,984 Waller $11,295 Jacksonville $80,179 Wallis $2,698 Jamaica Beach $4,913 Walnut Springs $183 Jarrell $2,423 Ward County $67,920 Jasper $78,422 Warren City $66 Jasper County $248,855 Washington County $83,727 Jayton $63 Waskom $5,346 Jeff Davis County $8,500 Watauga $33,216 Jefferson $11,194 Waxahachie $152,094 Jefferson County $756,614 Weatherford $207,872 Jersey Village $36,347 Webb County $505,304 Jewett $9,338 Webberville $1,280 Jim Hogg County $12,718 Webster $53,202 Jim Wells County $166,539 Weimar $5,830 Joaquin $810 Weinert $234 Johnson City $3,581 Weir $443 Johnson County $408,692 Wellington $9,111 Jolly $26 Wellman $383 Jones County $22,001 Wells $1,357 Jones Creek $5,078 Weslaco $73,949 Jonestown $6,419 West $3,522 Josephine $881 West Columbia $17,958 Joshua $20,619 West Lake Hills $17,056 Jourdanton $9,600 West Orange $42,452 Junction $4,825 West Tawakoni $6,995 Justin $8,575 West University Place $34,672 Karnes City $11,632 Westbrook $43 Karnes County $35,249 Westlake $41,540 Katy $52,467 Weston $266 Page 17 Kaufman $27,607 Weston Lakes $189 Kaufman County $353,047 Westover Hills $4,509 Keene $38,296 Westworth Village $7,842 Keller $79,189 Wharton $31,700 Kemah $28,325 Wharton County $72,887 Kemp $6,419 Wheeler $447 Kempner $330 Wheeler County $26,273 Kendall County $100,643 White Deer $1,273 Kendleton $13 White Oak $15,305 Kenedy $676 White Settlement $23,304 Kenedy County $1,000 Whiteface $155 Kenefick $416 Whitehouse $29,017 Kennard $132 Whitesboro $18,932 Kennedale $21,024 Whitewright $7,098 Kent County $939 Whitney $73 Kerens $1,924 Wichita County $552,371 Kermit $5,652 Wichita Falls $832,574 Kerr County $218,452 Wickett $87 Kerrville $190,357 Wilbarger County $55,124 Kilgore $105,583 Willacy County $24,581 Killeen $535,650 Williamson County $1,195,987 Kimble County $20,480 Willis $24,384 King County $1,000 Willow Park $26,737 Kingsville $20,083 Wills Point $43,765 Kinney County $2,142 Wilmer $426 Kirby $8,752 Wilson $12 Kirbyville $10,690 Wilson County $121,034 Kirvin $2 Wixnberley $724 Kleberg County $124,109 Windcrest $12,908 Knollwood $1,160 Windom $1,087 Knox City $1,962 Windthorst $3,385 Knox County $11,730 Winfield $290 Kosse $2,468 Wink $120 Kountze $19,716 Winkler County $61,163 Kress $186 Winnsboro $28,791 Krugerville $1,508 Winona $319 Krum $9,661 Winters $6,229 Kurten $686 Wise County $289,074 Kyle $51,835 Wixon Valley $441 La Feria $10,381 Wolfe City $5,466 Page 18 La Grange $9,623 Wolfforth $4,022 La Grulla $1,708 Wood County $267,048 La Joya $8,457 Woodbranch $9,617 La Marque $98,930 Woodcreek $358 La Porte $91,532 Woodloch $1,012 La Salle County $14,975 Woodsboro $1,130 La Vernia $3,217 Woodson $122 La Villa $572 Woodville $20,340 La Ward $321 Woodway $25,713 LaCoste $159 Wortham $376 Lacy-Lakeview $11,599 Wylie $114,708 Ladonia $2,011 Yantis $2,072 Lago Vista $13,768 Yoakum County $34,924 Laguna Vista $3,689 Yoakum $20,210 Lake Bridgeport $232 Yorktown $5,447 Lake City $2,918 Young County $44,120 Lake Dallas $25,314 Zapata County $56,480 Lake Jackson $75,781 Zavala County $38,147 Lake Tanglewood $613 Zavalla $1,088 Lake Worth $20,051 Page 19 EXHIBIT C Exhibit C: TX Opioid Council & Health Care Region Allocations plus Administrative Costs 70% of Total ($700 million) Health Care Region Allocation*: $693 million; Administrative Costs: $7 million Region Counties in Health Care Region Allocation Anderson, Bowie, Camp, Cass, Cherokee, Delta, Fannin, Franklin, Freestone, Gregg, 1 Harrison, Henderson, Hopkins, Houston, Hunt, Lamar, Marion, Morris, Panola, Rains, Red, River, Rusk, Smith, Titus, Trinity, Upshur, Van, Zandt, Wood $38,223,336 2 Angelina, Brazoria, Galveston, Hardin, Jasper, Jefferson, Liberty, Nacogdoches, Newton, Orange, Polk, Sabine, San Augustine, San Jacinto, Shelby, Tyler $54,149,215 3 Austin, Calhoun, Chambers, Colorado, Fort Bend, Harris, Matagorda, Waller, Wharton $120,965,680 4 Aransas, Bee, Brooks, De Witt, Duval, Goliad, Gonzales, Jackson, Jim Wells, Karnes, Kenedy, Kleberg, Lavaca, Live Oak, Nueces, Refugio, San Patricio, Victoria $27,047,477 5 Cameron, Hidalgo, Starr, Willacy $17,619,875 6 Atascosa, Bandera, Bexar, Coxnal, Dimxnit, Edwards, Frio, Gillespie, Guadalupe, Kendall, Kerr, Kinney, La Salle, McMullen, Medina, Real, Uvalde, Val Verde, Wilson, Zavala $68,228,047 7 Bastrop, Caldwell, Fayette, Hays, Lee, Travis $50,489,691 8 Bell, Blanco, Burnet, Lampasas, Llano, Milam, Mills, San Saba, Williamson $24,220,521 9 Dallas, Kaufman $66,492,094 10 Ellis, Erath, Hood, Johnson, Navarro, Parker, Somervell, Tarrant, Wise $65,538,414 Brown, Callahan, Comanche, Eastland, Fisher, Haskell, Jones, Knox, Mitchell, Nolan, 11 Palo Pinto, Shackelford, Stephens, Stonewall, Taylor $9,509,818 Armstrong, Bailey, Borden, Briscoe, Carson, Castro, Childress, Cochran, Collingsworth, Cottle, Crosby, Dallam, Dawson, Deaf Smith, Dickens, Donley, Floyd, Gaines, Garza, 12 Gray, Hale, Hall, Hansford, Hartley, Hemphill, Hockley, Hutchinson, Kent, King, Lamb, Lipscomb, Lubbock, Lynn, Moore, Motley, Ochiltree, Oldham, Parmer, Potter, Randall, Roberts, Scurry, Sherman, Swisher, Terry, Wheeler, Yoakum $23,498,027 13 Coke, Coleman, Concho, Crockett, Irion, Kimble, Mason, McCulloch, Menard, Pecos, Reagan, Runnels, Schleicher, Sterling, Sutton, Terrell, Tom Green $5,195,605 14 Andrews, Brewster, Crane, Culberson, Ector, Glasscock, Howard, Jeff Davis, Loving, Martin, Midland, Presidio, Reeves, Upton, Ward, Winkler $12,124,354 15 El Paso, Hudspeth $17,994,285 16 Bosque, Coryell, Falls, Hamilton, Hill, Limestone, McLennan $9,452,018 17 Brazos, Burleson, Grimes, Leon, Madison, Montgomery, Robertson, Walker, Washington $23,042,947 18 Collin, Denton, Grayson, Rockwall $39,787,684 Archer, Baylor, Clay, Cooke, Foard, Hardeman, Jack, Montague, Throckmorton, Wichita, 19 Wilbarger, Young $12,665,268 20 Jim Hogg, Maverick, Webb, Zapata $6,755,656 Administrative Costs $7,000,000 * Each Region shall reserve 25% of its allocation for Targeted Funds under the guidelines of Exhibit A. DISTRIBUTOR SETTLEMENT AGREEMENT Table of Contents Page I. Definitions............................................................................................................................1 IL Participation by States and Condition to Preliminary Agreement.....................................13 III. Injunctive Relief................................................................................................................13 IV. Settlement Payments..........................................................................................................13 V. Allocation and Use of Settlement Payments......................................................................28 VI. Enforcement.......................................................................................................................34 VII. Participation by Subdivisions ............................................................................................40 VIII. Condition to Effectiveness of Agreement and Filing of Consent Judgment .....................42 IX. Additional Restitution........................................................................................................44 X. Plaintiffs' Attorneys' Fees and Costs ................................................................................44 XI. Release...............................................................................................................................44 XII. Later Litigating Subdivisions.............................................................................................49 XIII. Reductions/Offsets.............................................................................................................53 XIV. Miscellaneous ....................................................................................................................54 EXHIBIT A Alleged Harms .......................................................................................................A-1 EXHIBIT B Enforcement Committee Organizational Bylaws...................................................B-1 EXHIBIT C Litigating Subdivisions List................................................................................... C-1 EXHIBIT D Later Litigating Subdivision Suspension and Offset Determinations....................D-1 EXHIBIT E List of Opioid Remediation Uses........................................................................... E-1 EXHIBIT F List of States and Overall Allocation Percentages ..................................................F-1 EXHIBIT G Subdivisions Eligible to Receive Direct Allocations from the Subdivision Fund and Default Subdivision Fund Allocation Percentages................................G-1 EXHIBIT H Participation Tier Determination' ..........................................................................H-1 EXHIBIT I Primary Subdivisions.................................................................................................I-1 i EXHIBIT J Settling Distributors' Subsidiaries, Joint Ventures, and Predecessor Entities ......... J-1 EXHIBIT K Subdivision Settlement Participation Form...........................................................K-1 EXHIBIT L Settlement Fund Administrator.............................................................................. L-1 EXHIBIT M Settlement Payment Schedule.............................................................................. M-1 EXHIBIT N Additional Restitution Amount Allocation............................................................N-1 EXHIBIT O Adoption of a State-Subdivision Agreement.........................................................0-1 EXHIBIT P Injunctive Relief......................................................................................................P-1 EXHIBIT Q Illustrative Examples of Prepayments....................................................................Q-1 EXHIBIT R Agreement on Attorneys' Fees, Expenses and Costs.............................................R-1 EXHIBIT S Agreement on the State Outside Counsel Fee Fund................................................S-1 EXHIBIT T Agreement on the State Cost Fund Administration................................................ T-1 EXHIBIT U ABC IRS Form 1098-F..........................................................................................U-1 EXHIBIT V Cardinal IRS Form 1098-F ....................................................................................V-1 EXHIBIT W McKesson IRS Form 1098-F...............................................................................W-1 EXHIBIT X Severity Factors......................................................................................................X-1 ii DISTRIBUTOR SETTLEMENT AGREEMENT This Settlement Agreement, dated as of July 21, 2021 (the "Agreement"), sets forth the terms of settlement between and among the Settling States, the Settling Distributors, and the Participating Subdivisions (as those terms are defined below). Upon satisfaction of the conditions set forth in Section II and Section VIII, this Agreement will be binding on all Settling States, Settling Distributors, and Participating Subdivisions. This Agreement will then be filed as part of Consent Judgments in the respective courts of each of the Settling States, pursuant to the terms set forth in Section VIII. L Definitions For all sections of this Agreement except Exhibit E and Exhibit P, the following definitions apply: A. "Abatement Accounts Fund." The component of the Settlement Fund described in Section V.E. B. "Additional Restitution Amount." The amount available to Settling States listed on Exhibit N totaling $282,692,307.70. C. "Agreement." This agreement, as set forth above. For the avoidance of doubt, this Agreement is inclusive of all exhibits. D. "Alleged Harms." The alleged past, present, and future financial, societal, and public nuisance harms and related expenditures arising out of the alleged misuse and abuse of Products, non-exclusive examples of which are described in the documents listed on Exhibit A, that have allegedly arisen as a result of the physical and bodily injuries sustained by individuals suffering from opioid-related addiction, abuse, death, and other related diseases and disorders, and that have allegedly been caused by the Settling Distributors. E. "Allocation Statute." A state law that governs allocation, distribution, and/or use of some or all of the Settlement Fund amounts allocated to that State and/or its Subdivisions. In addition to modifying the allocation set forth in Section V.D.2, an Allocation Statute may, without limitation, contain a Statutory Trust, further restrict expenditures of funds, form an advisory committee, establish oversight and reporting requirements, or address other default provisions and other matters related to the funds. An Allocation Statute is not required to address all three (3) types of funds comprising the Settlement Fund or all default provisions. F. "Annual Payment." The total amount payable to the Settlement Fund Administrator by the Settling Distributors on the Payment Date each year, as calculated by the Settlement Fund Administrator pursuant to Section IV.B.Le. For the avoidance of doubt, this term does not include the Additional Restitution Amount or amounts paid pursuant to Section X. G. "Appropriate Official." As defined in Section XIV.F.3. H. `Bankruptcy Code." Title 11 of the United States Code, 11 U.S.C. § 101, et seq. 1 L "Bar." Either: (1) a law barring Subdivisions in a State from maintaining Released Claims against Released Entities (either through a direct bar or through a grant of authority to release claims and the exercise of such authority in full) or(2) a ruling by the highest court of the State (or, in a State with a single intermediate court of appeals, the intermediate court of appeals when not subject to further review by the highest court of the State) setting forth the general principle that Subdivisions in the State may not maintain any Released Claims against Released Entities, whether on the ground of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from the Annual Payments by Settling Distributors under this Agreement) shall not constitute a Bar. J. "Case-Specific Resolution." Either: (1) a law barring the Subdivision at issue from maintaining any Released Claims against any Released Entities (either through a direct bar or through a grant of authority to release claims and the exercise of such authority in full); or(2) a ruling by a court of competent jurisdiction over the Subdivision at issue that the Subdivision may not maintain any Released Claims at issue against any Released Entities, whether on the ground of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity(apart from the Annual Payments by Settling Distributors under this Agreement) shall not constitute a Case- Specific Resolution. K. "Claim." Any past, present or future cause of action, claim for relief, cross- claim or counterclaim, theory of liability, demand, derivative claim, request, assessment, charge, covenant, damage, debt, lien, loss, penalty,judgment, right, obligation, dispute, suit, contract, controversy, agreement,parens patriae claim, promise, performance, warranty, omission, or grievance of any nature whatsoever, whether legal, equitable, statutory, regulatory or administrative, whether arising under federal, state or local common law, statute, regulation, guidance, ordinance or principles of equity, whether filed or unfiled, whether asserted or unasserted, whether known or unknown, whether accrued or unaccrued, whether foreseen, unforeseen or unforeseeable, whether discovered or undiscovered, whether suspected or unsuspected, whether fixed or contingent, and whether existing or hereafter arising, in all such cases, including, but not limited to, any request for declaratory, injunctive, or equitable relief, compensatory, punitive, or statutory damages, absolute liability, strict liability, restitution, abatement, subrogation, contribution, indemnity, apportionment, disgorgement, reimbursement, attorney fees, expert fees, consultant fees, fines, penalties, expenses, costs or any other legal, equitable, civil, administrative, or regulatory remedy whatsoever. L. "Claim-Over." A Claim asserted by a Non-Released Entity against a Released Entity on the basis of contribution, indemnity, or other claim-over on any theory relating to a Non-Party Covered Conduct Claim asserted by a Releasor. M. "Compensatory Restitution Amount." The aggregate amount paid or incurred by the Settling Distributors hereunder other than amounts paid as attorneys' fees and costs or identified pursuant to Section V.B.2 as being used to pay attorneys' fees, investigation costs or litigation costs. 2 N. "Consent Judgment." A state-specific consent judgment in a form to be agreed by the Settling States and the Settling Distributors prior to the Initial Participation Date that, among other things, (1) approves this Agreement and(2)provides for the release set forth in Section XI.A, including the dismissal with prejudice of any Released Claims that the Settling State has brought against Released Entities. O. "Covered Conduct." Any actual or alleged act, failure to act, negligence, statement, error, omission, breach of any duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity of any kind whatsoever from the beginning of time through the Reference Date (and any past, present, or future consequence of any such act, failure to act, negligence, statement, error, omission, breach of duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity)relating in any way to (1) the discovery, development, manufacture, packaging, repackaging, marketing, promotion, advertising, labeling, recall, withdrawal, distribution, delivery, monitoring, reporting, supply, sale, prescribing, dispensing, physical security, warehousing, use or abuse of, or operating procedures relating to, any Product, or any system, plan, policy or advocacy relating to any Product or class of Products, including, but not limited to, any unbranded promotion, marketing, programs, or campaigns relating to any Product or class of Products; (2) the characteristics, properties, risks, or benefits of any Product; (3) the reporting, disclosure, non-reporting or non- disclosure to federal, state or other regulators of orders placed with any Released Entity; or(4) diversion control programs or suspicious order monitoring;provided, however, that as to any Claim that a Releasor has brought or could bring, Covered Conduct does not include non- compliance with statutory or administrative supply security standards concerning cleanliness of facilities or stopping counterfeit products, so long as such standards apply to the storage and distribution of both controlled and non-controlled pharmaceuticals. P. "Designated State." New York. Q. "Effective Date." The date sixty (60) calendar days after the Reference Date. R. "Enforcement Committee." A committee consisting of representatives of the Settling States and of the Participating Subdivisions. Exhibit B contains the organizational bylaws of the Enforcement Committee. Notice pursuant to Section XIV.Q shall be provided when there are changes in membership or contact information. S. "Final Order." An order or judgment of a court of competent jurisdiction with respect to the applicable subject matter(1) which has not been reversed or superseded by a modified or amended order, is not currently stayed, and as to which any right to appeal or seek certiorari, review, reargument, stay, or rehearing has expired, and as to which no appeal or petition for certiorari, review, reargument, stay, or rehearing is pending, or(2) as to which an appeal has been taken or petition for certiorari, review, reargument, stay, or rehearing has been filed and (a) such appeal or petition for certiorari, review, reargument, stay, or rehearing has been resolved by the highest court to which the order or judgment was appealed or from which certiorari, review, reargument, stay, or rehearing was sought, or(b) the time to appeal further or seek certiorari, review, reargument, stay, or rehearing has expired and no such further appeal or petition for certiorari, review, reargument, stay, or rehearing is pending. 3 T. "Global Settlement Abatement Amount." The abatement amount of $19,045,384,616. U. "Global Settlement Amount." The Global Settlement Amount is $21 billion, which shall be divided into the Global Settlement Abatement Amount, the Additional Restitution Amount, and the Global Settlement Attorney Fee Amount. V. "Global Settlement Attorney Fee Amount." The attorney fee amount of $1,671,923,077. W. "Incentive Payment A." The incentive payment described in Section IVY.l. X. "Incentive Payment B." The incentive payment described in Section IVY.2. Y. "Incentive Payment C." The incentive payment described in Section IV.F.3. Z. "Incentive Payment D." The incentive payment described in Section IV.F.4. AA. "Incentive Payment Final Eligibility Date." With respect to a Settling State, the date that is the earlier of(1) the fifth Payment Date, (2) the date of completion of opening statements in a trial of any action brought by a Subdivision in that State that includes a Released Claim against a Released Entity when such date is more than two (2)years after the Effective Date, or (3) two (2) years after the Effective Date in the event a trial of an action brought by a Subdivision in that State that includes a Released Claim against a Released Entity began after the Initial Participation Date but before two (2) years after the Effective Date. BB. "Initial Participating Subdivision." A Subdivision that meets the requirements set forth in Section VILD. CC. "Initial Participation Date." The date one hundred twenty (120) calendar days after the Preliminary Agreement Date, unless it is extended by written agreement of the Settling Distributors and the Enforcement Committee. DD. "Injunctive Relief Terms." The terms described in Section III and set forth in Exhibit P. EE. "Later Litigating Subdivision." A Subdivision (or Subdivision official asserting the right of or for the Subdivision to recover for alleged harms to the Subdivision and/or the people thereof) that: (1) first files a lawsuit bringing a Released Claim against a Released Entity after the Trigger Date; or(2) adds a Released Claim against a Released Entity after the Trigger Date to a lawsuit brought before the Trigger Date that, prior to the Trigger Date, did not include any Released Claims against a Released Entity; or(3) (a) was a Litigating Subdivision whose Released Claims against Released Entities were resolved by a legislative Bar or legislative Case-Specific Resolution as of the Trigger Date, (b) such legislative Bar or legislative Case-Specific Resolution is subject to a Revocation Event after the Trigger Date, and (c) the earlier of the date of completion of opening statements in a trial in an action brought by a Subdivision in that State that includes a Released Claim against a Released Entity or one hundred eighty (180) days from the Revocation Event passes without a Bar or Case-Specific 4 Resolution being implemented as to that Litigating Subdivision or the Litigating Subdivision's Released Claims being dismissed; or(4) (a) was a Litigating Subdivision whose Released Claims against Released Entities were resolved by a judicial Bar or judicial Case-Specific Resolution as of the Trigger Date, (b) such judicial Bar or judicial Case-Specific Resolution is subject to a Revocation Event after the Trigger Date, and(c) such Litigating Subdivision takes any action in its lawsuit asserting a Released Claim against a Released Entity other than seeking a stay or dismissal. FF. "Later Participating Subdivision." A Participating Subdivision that is not an Initial Participating Subdivision, but meets the requirements set forth in Section VII.E. GG. "Litigating Subdivision." A Subdivision (or Subdivision official)that brought any Released Claim against any Released Entity prior to the Trigger Date;provided, however, that a Subdivision (or Subdivision official) that is a Prior Litigating Subdivision shall not be considered a Litigating Subdivision. Exhibit C is an agreed list of all Litigating Subdivisions. Exhibit C will be updated(including with any corrections)periodically, and a final version of Exhibit C will be attached hereto as of the Reference Date. HH. "National Arbitration Panel." The panel comprised as described in Section VLF.2.b. IL "National Disputes." As defined in Section VLF.2.a. JJ. "Net Abatement Amount." The Global Settlement Abatement Amount as reduced by the Tribal/W. Va. Subdivision Credit. KK. "Net Settlement Prepayment Amount." As defined in Section IV.J.1. LL. "Non-Litigating Subdivision." Any Subdivision that is neither a Litigating Subdivision nor a Later Litigating Subdivision. MM. "Non-Participating Subdivision." Any Subdivision that is not a Participating Subdivision. NN. "Non-Party Covered Conduct Claim." A Claim against any Non-Released Entity involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity). 00. "Non-Party Settlement." A settlement by any Releasor that settles any Non- Parry Covered Conduct Claim and includes a release of any Non-Released Entity. PP. "Non-Released Entity." An entity that is not a Released Entity. QQ. "Non-Settling State." Any State that is not a Settling State. RR. "Offset Cap." The per-State dollar amount which the dollar-for-dollar offset described in Section XILA cannot exceed in a Payment Year, to be calculated by multiplying the 5 amount of the relevant Annual Payment apportioned to the State and to its Subdivisions for that Payment Year by the percentage for the applicable Participation Tier as set forth in Exhibit D. SS. "Opioid Remediation." Care, treatment, and other programs and expenditures (including reimbursement for past such programs or expenditures' except where this Agreement restricts the use of funds solely to future Opioid Remediation) designed to (1) address the misuse and abuse of opioid products, (2) treat or mitigate opioid use or related disorders, or(3) mitigate other alleged effects of, including on those injured as a result of, the opioid epidemic. Exhibit E provides a non-exhaustive list of expenditures that qualify as being paid for Opioid Remediation. Qualifying expenditures may include reasonable related administrative expenses. TT. "Opioid Tax." Any tax, assessment, license fee, surcharge or any other fee (other than a fixed prospective excise tax or similar tax or fee that has no restriction on pass-through) imposed by a State on a Settling Distributor on the sale, transfer or distribution of opioid products;provided, however, that neither the Excise Tax on sale of Opioids, Article 20-D of New York's Tax Law nor the Opioid Stewardship Act, Article 33, Title 2-A of New York's Public Health Law shall be considered an Opioid Tax for purposes of this Agreement. W. "Overall Allocation Percentage." A Settling State's percentage as set forth in Exhibit F. The aggregate Overall Allocation Percentages of all States (including Settling States and Non-Settling States) shall equal one hundred percent(100%). W. "Participating Subdivision." Any Subdivision that meets the requirements for becoming a Participating Subdivision under Section VII.B and Section VII.C. Participating Subdivisions include both Initial Participating Subdivisions and Later Participating Subdivisions. WW. "Participation Tier." The level of participation in this Agreement as determined pursuant to Section VIII.0 using the criteria set forth in Exhibit H. XX. "Parties." The Settling Distributors and the Settling States (each, a"Party"). YY. "Payment Date." The date on which the Settling Distributors make the Annual Payment pursuant to Section IV.B. ZZ. "Payment Year." The calendar year during which the applicable Annual Payment is due pursuant to Section IV.B. Payment Year I is 2021, Payment Year 2 is 2022 and so forth. References to payment"for a Payment Year" mean the Annual Payment due during that year. References to eligibility "for a Payment Year" mean eligibility in connection with the Annual Payment due during that year. AAA. "Preliminary Agreement Date." The date on which the Settling Distributors are to inform the Settling States of their determination whether the condition in Section II.B has been satisfied. The Preliminary Agreement Date shall be no more than fourteen (14) calendar days after the end of the notice period to States, unless it is extended by written agreement of the Settling Distributors and the Enforcement Committee. ' Reimbursement includes amounts paid to any governmental entities for past expenditures or programs. 6 BBB. "Prepayment Notice." As defined in Section IV.J.1. CCC. "Primary Subdivision." A Subdivision that is a General Purpose Government (including, but not limited to, a municipality, county, county subdivision, city, town, township, parish, village, borough, gore, or any other entities that provide municipal-type government)with population over 10,000;provided, however, that as used in connection with Incentive Payment C, the population threshold is 30,000. Attached as Exhibit I is an agreed list of the Primary Subdivisions in each State. DDD. "Prior Litigating Subdivision" A Subdivision (or Subdivision official) that brought any Released Claim against any Released Entity prior to the Trigger Date and all such Released Claims were separately settled or finally adjudicated prior to the Trigger Date; provided, however, that if the final adjudication was pursuant to a Bar, such Subdivision shall not be considered a Prior Litigating Subdivision. Notwithstanding the prior sentence, the Settling Distributors and the Settling State of the relevant Subdivision may agree in writing that the Subdivision shall not be considered a Prior Litigating Subdivision. EEE. "Product." Any chemical substance, whether used for medicinal or non- medicinal purposes, and whether natural, synthetic, or semi-synthetic, or any finished pharmaceutical product made from or with such substance, that is: (1) an opioid or opiate, as well as any product containing any such substance; or(2) benzodiazepine, carisoprodol, or gabapentin; or(3) a combination or"cocktail" of chemical substances prescribed, sold, bought, or dispensed to be used together that includes opioids or opiates. "Product' shall include, but is not limited to, any substance consisting of or containing buprenorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine, methadone, morphine, oxycodone, oxymorphone, tapentadol, tramadol, opium, heroin, carfentanil, diazepam, estazolam, quazepam, alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, midazolam, carisoprodol, gabapentin, or any variant of these substances or any similar substance. Notwithstanding the foregoing, nothing in this section prohibits a Settling State from taking administrative or regulatory action related to benzodiazepine (including, but not limited to, diazepam, estazolam, quazepam, alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, and midazolam), carisoprodol, or gabapentin that is wholly independent from the use of such drugs in combination with opioids,provided such action does not seek money (including abatement and/or remediation) for conduct prior to the Effective Date. FFF. "Reference Date." The date on which the Settling Distributors are to inform the Settling States of their determination whether the condition in Section VIII has been satisfied. The Reference Date shall be no later than thirty (30) calendar days after the Initial Participation Date, unless it is extended by written agreement of the Settling Distributors and the Enforcement Committee. GGG. "Released Claims." Any and all Claims that directly or indirectly are based on, arise out of, or in any way relate to or concern the Covered Conduct occurring prior to the Reference Date. Without limiting the foregoing, Released Claims include any Claims that have been asserted against a Settling Distributor by any Settling State or Litigating Subdivision in any federal, state, or local action or proceeding (whether judicial, arbitral, or administrative)based on, arising out of, or relating to, in whole or in part, the Covered Conduct, or any such Claims 7 that could be or could have been asserted now or in the future in those actions or in any comparable action or proceeding brought by a State, Subdivision, or Releasor(whether or not such State, Subdivision, or Releasor has brought such action or proceeding). Released Claims also include all Claims asserted in any proceeding to be dismissed pursuant to this Agreement, whether or not such claims relate to Covered Conduct. The Parties intend that this term, "Released Claims," be interpreted broadly. This Agreement does not release Claims by private individuals. It is the intent of the Parties that Claims by private individuals be treated in accordance with applicable law. Released Claims is also used herein to describe claims brought by a Later Litigating Subdivision or other non-parry Subdivision that would have been Released Claims if they had been brought by a Releasor against a Released Entity. HHH. "Released Entities." With respect to Released Claims, the Settling Distributors and(1) all past and present subsidiaries, divisions, predecessors, successors, and assigns (in each case, whether direct or indirect) of each Settling Distributor; (2) all past and present subsidiaries and divisions (in each case, whether direct or indirect) of any entity described in subsection(1); (3) the respective past and present officers, directors, members, trustees, and employees of any of the foregoing (each for actions that occurred during and related to their work for, or employment with, any of the Settling Distributors or the foregoing entities); (4) all past and present joint ventures (whether direct or indirect) of each Settling Distributor or its subsidiaries, including in any Settling Distributor or subsidiary's capacity as a participating member in such joint venture; (5) all direct or indirect parents and shareholders of the Settling Distributors (solely in their capacity as parents or shareholders of the applicable Settling Distributor with respect to Covered Conduct); and(6) any insurer of any Settling Distributor or any person or entity otherwise described in subsections (1)-(5) (solely in its role as insurer of such person or entity and subject to the last sentence of Section XI.B). Any person or entity described in subsections (3)-(6) shall be a Released Entity solely in the capacity described in such clause and shall not be a Released Entity with respect to its conduct in any other capacity. For the avoidance of doubt, CVS Health Corp., Walgreens Boots Alliance, Inc., and Walmart Inc. (collectively, the"Pharmacies") are not Released Entities, nor are their direct or indirect past or present subsidiaries, divisions, predecessors, successors, assigns,joint ventures, shareholders, officers, directors, members, trustees, or employees (shareholders, officers, directors, members, trustees, and employees for actions related to their work for, employment with, or involvement with the Pharmacies) Released Entities. Notwithstanding the prior sentence, any joint venture or past or present subsidiary of a Settling Distributor is a Released Entity, including any joint venture between a Settling Distributor or any Settling Distributor's subsidiary and a Pharmacy (or any subsidiary of a Pharmacy);provided, however, that any joint venture partner of a Settling Distributor or a Settling Distributor's subsidiary is not a Released Entity unless it falls within subsections (1)-(6) above. Lists of Settling Distributors' subsidiaries, joint ventures, and predecessor entities are appended to this Agreement as Exhibit J. With respect to joint ventures (including predecessor entities), only entities listed on Exhibit J are Released Entities. With respect to wholly-owned subsidiaries (including predecessor entities), Exhibit J represents a good faith effort by the Settling Distributors to list all such entities, but any and all wholly-owned subsidiaries (including predecessor entities) of any Settling Distributor are Released Entities, whether or not they are listed on Exhibit J. For the avoidance of doubt, any entity acquired, or joint venture entered into, by a Settling Distributor after the Reference Date is not a Released Entity. 8 III. "Releasors." With respect to Released Claims, (1) each Settling State; (2) each Participating Subdivision; and (3)without limitation and to the maximum extent of the power of each Settling State's Attorney General and/or Participating Subdivision to release Claims, (a) the Settling State's and Participating Subdivision's departments, agencies, divisions, boards, commissions, Subdivisions, districts, instrumentalities of any kind and attorneys, including its Attorney General, and any person in his or her official capacity whether elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, (b) any public entities,public instrumentalities,public educational institutions, unincorporated districts, fire districts, irrigation districts, and other Special Districts in a Settling State, and(c) any person or entity acting in a parens patriae, sovereign, quasi- sovereign, private attorney general, qui tam, taxpayer, or other capacity seeking relief on behalf of or generally applicable to the general public with respect to a Settling State or Subdivision in a Settling State, whether or not any of them participate in this Agreement. The inclusion of a specific reference to a type of entity in this definition shall not be construed as meaning that the entity is not a Subdivision. Each Settling State's Attorney General represents that he or she has or has obtained (or will obtain no later than the Initial Participation Date) the authority set forth in Section XI.F. In addition to being a Releasor as provided herein, a Participating Subdivision shall also provide the Subdivision Settlement Participation Form referenced in Section VII providing for a release to the fullest extent of the Participating Subdivision's authority. Mi. "Revocation Event." With respect to a Bar, Settlement Class Resolution, or Case-Specific Resolution, a revocation, rescission, reversal, overruling, or interpretation that in any way limits the effect of such Bar, Settlement Class Resolution, or Case-Specific Resolution on Released Claims, or any other action or event that otherwise deprives the Bar, Settlement Class Resolution, or Case-Specific Resolution of force or effect in any material respect. KKK. "Settlement Class Resolution." A class action resolution in a court of competent jurisdiction in a Settling State (that is not successfully removed to federal court) with respect to a class of Subdivisions in that State that(1) conforms with that Settling State's statutes, case law, and rules of procedure regarding class actions; (2) is approved and entered as an order of a court of competent jurisdiction in that State and such order has become a Final Order; (3) is binding on all Non-Participating Subdivisions in that State (other than opt outs as permitted under the next sentence); (4)provides that all such Non-Participating Subdivisions may not bring any Released Claims against any Released Entities, whether on the ground of this Agreement(or the releases herein) or otherwise; and(5) does not impose any costs or obligations on Settling Distributors other than those provided for in this Agreement, or contain any provision inconsistent with any provision of this Agreement. If applicable state law requires that opt-out rights be afforded to members of the class, a class action resolution otherwise meeting the foregoing requirements shall qualify as a Settlement Class Resolution unless Subdivisions collectively representing more than one percent(M) of the total population of that State opt out. In seeking certification of any Settlement Class, the applicable State and Participating Subdivisions shall make clear that certification is sought solely for settlement purposes and shall have no applicability beyond approval of the settlement for which certification is sought. Nothing in this Agreement constitutes an admission by any Party that class certification would be appropriate for litigation purposes in any case or for purposes unrelated to this Agreement. 9 LLL. "Settlement Fund." The interest-bearing fund established pursuant to this Agreement into which the Annual Payments are made under Section IV. MMM. "Settlement Fund Administrator." The entity that annually determines the Annual Payment (including calculating Incentive Payments pursuant to Section IV and any amounts subject to suspension, offset, or reduction pursuant to Section XII and Section XIII), annually determines the Participation Tier pursuant to Section VIII.C, administers the Settlement Fund, and distributes amounts into the Abatement Accounts Fund, State Fund, and Subdivision Fund pursuant to this Agreement. The duties of the Settlement Fund Administrator shall be governed by this Agreement. Prior to the Initial Participation Date, the Settling Distributors and the Enforcement Committee shall agree to selection and removal processes for and the identity of the Settlement Fund Administrator, and a detailed description of the Settlement Fund Administrator's duties and responsibilities, including a detailed mechanism for paying the Settlement Fund Administrator's fees and costs, all of which shall be appended to the Agreement as Exhibit L. NNN. "Settlement Fund Escrow." The interest-bearing escrow fund established pursuant to this Agreement to hold disputed or suspended payments made under this Agreement, and to hold the first Annual Payment until the Effective Date. 000. "Settlement Payment Schedule." The schedule attached to this Agreement as Exhibit M. PPP. "Settlement Prepayment." As defined in Section IV.J.1. QQQ. "Settlement Prepayment Reduction Schedule." As defined in Section IV.J.1. RRR. "Settling Distributors." McKesson Corporation, Cardinal Health, Inc., and AmerisourceBergen Corporation (each, a"Settling Distributor"). SSS. "Settling State." A State that has entered into this Agreement with all Settling Distributors and delivers executed releases in accordance with Section VIIIA. TTT. "State." With the exception of West Virginia, which has addressed its claims separately and is excluded from participation in this Agreement, the states, commonwealths, and territories of the United States of America, as well as the District of Columbia. The 55 States are listed in Exhibit F. Additionally, the use of non-capitalized "state" to describe something (e.g., "state court") shall also be read to include parallel entities in commonwealths, territories, and the District of Columbia (e.g., "territorial court"). UUU. "State Fund." The component of the Settlement Fund described in Section V.C. VVV. "State-Subdivision Agreement." An agreement that a Settling State reaches with the Subdivisions in that State regarding the allocation, distribution, and/or use of funds allocated to that State and to its Subdivisions. A State-Subdivision Agreement shall be effective if approved pursuant to the provisions of Exhibit O or if adopted by statute. Preexisting agreements addressing funds other than those allocated pursuant to this Agreement shall qualify 10 if the approval requirements of Exhibit O are met. A State and its Subdivisions may revise a State-Subdivision Agreement if approved pursuant to the provisions of Exhibit O, or if such revision is adopted by statute. WWW. "Statutory Trust." A trust fund established by state law to receive funds allocated to a Settling State's Abatement Accounts Fund and restrict any expenditures made using funds from such Settling State's Abatement Accounts Fund to Opioid Remediation, subject to reasonable administrative expenses. A State may give a Statutory Trust authority to allocate one (1) or more of the three (3)types of funds comprising such State's Settlement Fund, but this is not required. XXX. "Subdivision." Any (1) General Purpose Government(including, but not limited to, a municipality, county, county subdivision, city, town, township, parish, village, borough, gore, or any other entities that provide municipal-type government), School District, or Special District within a State, and (2) any other subdivision or subdivision official or sub-entity of or located within a State (whether political, geographical or otherwise, whether functioning or non-functioning, regardless of population overlap, and including, but not limited to, Nonfunctioning Governmental Units and public institutions) that has filed a lawsuit that includes a Released Claim against a Released Entity in a direct,parens patriae, or any other capacity. "General Purpose Government," "School District," and "Special District" shall correspond to the "five basic types of local governments" recognized by the U.S. Census Bureau and match the 2017 list of Governmental Units.Z The three (3) General Purpose Governments are county, municipal, and township governments; the two (2) special purpose governments are School Districts and Special Districts.3 "Fire District," "Health District," "Hospital District," and "Library District" shall correspond to categories of Special Districts recognized by the U.S. Census Bureau.4 References to a State's Subdivisions or to a Subdivision"in," "of," or"within" a State include Subdivisions located within the State even if they are not formally or legally a sub-entity of the State;provided, however, that a"Health District" that includes any of the following words or phrases in its name shall not be considered a Subdivision: mosquito, pest, insect, spray, vector, animal, air quality, air pollution, clean air, coastal water, tuberculosis, and sanitary. YYY. "Subdivision Allocation Percentage." The portion of a Settling State's Subdivision Fund set forth in Exhibit G that a Subdivision will receive pursuant to Section V.0 or Section V.D if it becomes a Participating Subdivision. The aggregate Subdivision Allocation 2 https://www.census.gov/data/datasets/2017/econ/gus/public-use-files.httnl s E.g.,U.S. Census Bureau,"Technical Documentation: 2017 Public Use Files for State and Local Government Organization"at 7(noting that"the Census Bureau recognizes five basic types of local governments,"that three of those are"general purpose governments" (county governments,municipal governments,and township governments),and that the other two are"school district and special district governments"), https://www2.census.gov/programs-surveys/gus/datasets/2017/2017_gov_org_meth_tech doc.pd£ 4 A list of 2017 Government Units provided by the Census Bureau identifies 38,542 Special Districts and categorizes them by"FUNCTION_NAME." "Govt-Units-2017-Final" spreadsheet,"Special District' sheet, included in"Independent Governments-list of governments with reference information," https://www.census.gov/data/datasets/2017/econ/gus/public-use-files.html. As used herein,"Fire District' corresponds to Special District function name"24—Local Fire Protection,""Health District"corresponds to Special District function name"32—Health,""Hospital District"corresponds to Special District function name"40— Hospitals,"and"Library District"corresponds to Special District function name"52—Libraries." See id. 11 Percentage of all Subdivisions receiving a Subdivision Allocation Percentage in each State shall equal one hundred percent(100%). Immediately upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that addresses allocation from the Subdivision Fund, or upon any, whether before or after the Initial Participation Date, Exhibit G will automatically be amended to reflect the allocation from the Subdivision Fund pursuant to the State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3. The Subdivision Allocation Percentages contained in Exhibit G may not change once notice is distributed pursuant to Section VII.A, except upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that addresses allocation from the Subdivision Fund. For the avoidance of doubt, no Subdivision not listed on Exhibit G shall receive an allocation from the Subdivision Fund and no provision of this Agreement shall be interpreted to create such an entitlement. ZZZ. "Subdivision Fund." The component of the Settlement Fund described in Section V.C. AAAA. "Subdivision Settlement Participation Form." The form attached as Exhibit K that Participating Subdivisions must execute and return to the Settlement Fund Administrator. BBBB. "Suspension Amount." The amount calculated as follows: the per capita amount corresponding to the applicable Participation Tier as set forth in Exhibit D multiplied by the population of the Later Litigating Subdivision. CCCC. "Suspension Cap." The amount calculated as follows: the suspension percentage corresponding to the applicable Participation Tier as set forth in Exhibit D multiplied by the amount of the relevant Annual Payment apportioned to the State of the Later Litigating Subdivision and to Subdivisions in that State in each year of the suspension. DDDD. "Suspension Deadline." With respect to a lawsuit filed by a Later Litigating Subdivision asserting a Released Claim, the deadline set forth in Exhibit D corresponding to the applicable Participation Tier. EEEE. "Threshold Motion." A motion to dismiss or equivalent dispositive motion made at the outset of litigation under applicable procedure. A Threshold Motion must include as potential grounds for dismissal any applicable Bar or the relevant release by a Settling State or Participating Subdivision provided under this Agreement and, where appropriate under applicable law, any applicable limitations defense. FFFF. "Tribal/W. Va. Subdivision Credit." The Tribal/W. Va. Subdivision Credit shall equal 2.58% of the Global Settlement Abatement Amount. GGGG. "Trigger Date." In the case of a Primary Subdivision, the Reference Date. In the case of all other Subdivisions, the Preliminary Agreement Date. 12 II. Participation by States and Condition to Preliminary Agreement A. Notice to States. On July 22, 2021 this Agreement shall be distributed to all States. The States' Attorneys General shall then have a period of thirty (30) calendar days to decide whether to become Settling States. States that determine to become Settling States shall so notify the National Association of Attorneys General and Settling Distributors and shall further commit to obtaining any necessary additional State releases prior to the Reference Date. This notice period may be extended by written agreement of the Settling Distributors and the Enforcement Committee. B. Condition to Preliminary Agreement. Following the notice period set forth in Section II.A above, the Settling Distributors shall determine on or before the Preliminary Agreement Date whether, in their sole discretion, enough States have agreed to become Settling States to proceed with notice to Subdivisions as set forth in Section VII below. If the Settling Distributors determine that this condition has been satisfied, and that notice to the Litigating Subdivisions should proceed, they will so notify the Settling States by providing notice to the Enforcement Committee and Settlement Fund Administrator on the Preliminary Agreement Date. If the Settling Distributors determine that this condition has not been satisfied, they will so notify the Settling States by providing notice to the Enforcement Committee and Settlement Fund Administrator, and this Agreement will have no further effect and all releases and other commitments or obligations contained herein will be void. C. Later Joinder by States. After the Preliminary Agreement Date, a State may only become a Settling State with the consent of the Settling Distributors, in their sole discretion. If a State becomes a Settling State more than sixty (60) calendar days after the Preliminary Agreement Date, but on or before January 1, 2022, the Subdivisions in that State that become Participating Subdivisions within ninety(90) calendar days of the State becoming a Settling State shall be considered Initial Participating Subdvisions. A State may not become a Settling State after January 1, 2022. D. Litigation Activity. Following the Preliminary Agreement Date, States that determine to become Settling States shall make best efforts to cease litigation activity against Settling Distributors, including by jointly seeking stays or severance of claim against the Settling Distributors, where feasible, and otherwise to minimize such activity by means of agreed deadline extensions and agreed postponement of depositions, document productions, and motion practice if a motion to stay or sever is not feasible or is denied. III. Injunctive Relief A. Injunctive Relief. As part of the Consent Judgment, the Parties agree to the entry of the injunctive relief terms attached in Exhibit P. IV. Settlement Payments A. Settlement Fund. All payments under this Section IV shall be made into the Settlement Fund, except that, where specified, they shall be made into the Settlement Fund Escrow. The Settlement Fund shall be allocated and used only as specified in Section V. 13 B. Annual Payments. The Settling Distributors shall make eighteen (18) Annual Payments, each comprised of base and incentive payments as provided in this Section IV, as well as fifty percent(50%) of the amount of any Settlement Fund Administrator costs and fees that exceed the available interest accrued in the Settlement Fund as provided in Section V.C.5, and as determined by the Settlement Fund Administrator as set forth in this Agreement. 1. All data relevant to the determination of the Annual Payment and allocations to Settling States and their Participating Subdivisions listed on Exhibit G shall be submitted to the Settlement Fund Administrator no later than sixty (60) calendar days prior to the Payment Date for each Annual Payment. The Settlement Fund Administrator shall then determine the Annual Payment, the amount to be paid to each Settling State and its Participating Subdivisions included on Exhibit G, and the amount of any Settlement Fund Administrator costs and fees, all consistent with the provisions in Exhibit L, by: a. determining, for each Settling State, the amount of base and incentive payments to which the State is entitled by applying the criteria under Section IV.D, Section IV.E, and Section IVY; b. applying any suspensions, offsets, or reductions as specified under Section IV, Section XII, and Section XIII; C. applying any adjustment required as a result of prepayment or significant financial constraint, as specified under Section IV.J and Section IV.K; d. determining the amount of any Settlement Fund Administrator costs and fees that exceed the available interest accrued in the Settlement Fund, as well as the amounts, if any, of such costs and fees owed by Settling Distributors and out of the Settlement Fund pursuant to Section V.C.5; e. determining the total amount owed by Settling Distributors (including any amounts to be held in the Settlement Fund Escrow pending resolution of a case by a Later Litigating Subdivision as described in Section XII) to all Settling States and the Participating Subdivisions listed on Exhibit G; and f. the Settlement Fund Administrator shall then allocate, after subtracting the portion of any Settlement Fund Administrator costs and fees owed out of funds from the Settlement Fund pursuant to Section V.C.5, the Annual Payment pursuant to Section V.0 and Section V.D among the Settling States, among the separate types of funds for each Settling State (if applicable), and among the Participating Subdivisions listed on Exhibit G. 2. The Settlement Fund Administrator shall also apply the allocation percentages set forth in Section IV.I and determine for each Settling Distributor the amount of its allocable share of the Annual Payment. For the avoidance of doubt, each Settling Distributor's liability for its share of the Annual Payment is several, and not joint. 14 3. As soon as possible, but no later than fifty(50) calendar days prior to the Payment Date for each Annual Payment and following the determination described in Section IV.B.1 and Section IV.B.2, the Settlement Fund Administrator shall give notice to the Settling Distributors, the Settling States, and the Enforcement Committee of the amount of the Annual Payment (including the amount of the Settlement Fund to be allocated to the Settlement Fund Administrator in costs and fees pursuant to Section V.C.S), the amount to be received by each Settling State, the amount to be received by the separate types of funds for each Settling State (if applicable), and the amount to be received by each Settling State's Participating Subdivisions listed on Exhibit G. The Settlement Fund Administrator shall also give notice to each Settling Distributor of the amount of its allocable share of the Annual Payment, including its allocable share of the amount of any Settlement Fund Administrator costs and fees that exceed the available interest accrued in the Settlement Fund pursuant to Section V.C.5. 4. Within twenty-one (2 1) calendar days of the notice provided by the Settlement Fund Administrator, any party may dispute, in writing, the calculation of the Annual Payment(including the amount allocated for Settlement Fund Administrator costs and fees), or the amount to be received by a Settling State and/or its Participating Subdivisions listed on Exhibit G. Such disputing party must provide a written notice of dispute to the Settlement Fund Administrator, the Enforcement Committee, any affected Settling State, and the Settling Distributors identifying the nature of the dispute, the amount of money that is disputed, and the Settling State(s) affected. 5. Within twenty-one (21) calendar days of the sending of a written notice of dispute, any affected party may submit a response, in writing, to the Settlement Fund Administrator, the Enforcement Committee, any affected Settling State, and the Settling Distributors identifying the basis for disagreement with the notice of dispute. 6. If no response is filed, the Settlement Fund Administrator shall adjust the amount calculated consistent with the written notice of dispute, and each Settling Distributor shall pay its allocable share of the adjusted amount, collectively totaling that year's Annual Payment, on the Payment Date. If a written response to the written notice of dispute is timely sent to the Settlement Fund Administrator, the Settlement Fund Administrator shall notify the Settling Distributors of the preliminary amount to be paid, which shall be the greater of the amount originally calculated by the Settling Administrator or the amount that would be consistent with the notice of dispute, provided, however, that in no circumstances shall the preliminary amount to be paid be higher than the maximum amount of Base and Incentive Payments A and D for that Payment Year as set forth on Exhibit M. For the avoidance of doubt, a transfer of suspended payments from the Settlement Fund Escrow pursuant to Section XII.A.2 does not count toward determining whether the amount to be paid is higher than the maximum amount of Base and Incentive Payments A and D for that Payment Year as set forth on Exhibit M. 7. The Settlement Fund Administrator shall place any disputed amount of the preliminary amount paid by the Settling Distributors into the Settlement Fund Escrow and shall disburse any undisputed amount to each Settling State and its Participating 15 Subdivisions listed on Exhibit G within fifteen(15) calendar days of the Payment Date or at such later time as directed by each Settling State. 8. Disputes described in this subsection shall be resolved in accordance with the terms of Section VLF. 9. For the avoidance of doubt, no Subdivision not listed on Exhibit G shall receive an allocation from the Subdivision Fund and no provision of this Agreement shall be interpreted to create such an entitlement. C. Procedure for Annual Payment in Payment Years I and 2. The process described in Section IV.B shall not apply to Payment Years I and 2. The procedure in lieu of Section IV.B.1 for Payment Years 1 and 2 is as set forth below: 1. The Payment Date for Payment Year 1 is September 30, 2021. Provided that the condition set forth in Section II.B has been satisfied, on or before such date, the Settling Distributors shall pay into the Settlement Fund Escrow the total amount of the base payment, Incentive Payment A for the Settling States (the amount specified in Exhibit M for Payment Year 1 reduced by the allocable share of any Non-Settling States), and the Settling Distributors' allocable share of the amount of any Settlement Fund Administrator costs and fees that exceed the available interest accrued in the Settlement Fund pursuant to Section V.C.5. In the event that, in accordance with the terms of Section VIIIA, the Settling Distributors determine not to proceed with the Settlement, or the Settlement does not become effective for any other reason, the funds held in the Settlement Fund Escrow shall immediately revert to the Settling Distributors. If the condition set forth in Section VIIIA is met, the Settlement Fund Administrator shall allocate the Annual Payment, after subtracting the portion of Settlement Fund Administrator costs and fees owed out of funds from the Settlement Fund pursuant to Section V.C.5, pursuant to Section V.0 and Section V.D among the Settling States and their Participating Subdivisions listed on Exhibit G. The portion of any Settlement Fund Administrator costs and fees owed out of funds from the Settlement Fund pursuant to Section V.C.5 shall be available to the Settlement Fund Administrator for the payment of such costs and fees immediately. The remainder of the Annual Payment for Payment Year 1 shall be transferred by the Settlement Fund Administrator on the Effective Date from the Settlement Fund Escrow to the Settlement Fund and then to each Settling State and to its Initial Participating Subdivisions included on Exhibit G;provided, however, that for any Settling State where the Consent Judgment has not been entered as of the Effective Date, the funds allocable to that Settling State and its Participating Subdivisions included on Exhibit G shall not be transferred from the Settlement Fund Escrow or disbursed until ten (10) calendar days after the entry of the Consent Judgment in that State; and,provided,further, the Settlement Fund Administrator shall leave in the Settlement Fund Escrow funds allocated to Subdivisions included on Exhibit G that are not Initial Participating Subdivisions. Should such a Subdivision become a Participating Subdivision between the Initial Participation Date and the Effective Date, the allocation for such Participating Subdivision shall be transferred to the Settlement Fund and paid to the Participating Subdivision at the same time as Initial Participating Subdivisions in that State are paid. 16 2. The Payment Date for Payment Year 2 is July 15, 2022. On or before such date, the Settling Distributors shall pay into the Settlement Fund the total amount of the base payment, Incentive Payment A for the Settling States (the amount specified in Exhibit M for Payment Year 2 reduced by the allocable share of any Non-Settling States), and the Settling Distributors' allocable share of the amount of any Settlement Fund Administrator costs and fees that exceed the available interest accrued in the Settlement Fund pursuant to Section V.C.S. The portion of any Settlement Fund Administrator costs and fees owed out of funds from the Settlement Fund pursuant to Section V.C.5 shall be available to the Settlement Fund Administrator for the payment of such costs and fees immediately. The Settlement Fund Administrator shall disburse the remaining amounts to each Settling State and to its Participating Subdivisions included on Exhibit G within fifteen (15) calendar days of the Payment Date or at such later time as directed by each Settling State. If a Settling State enacts a legislative Bar after the Initial Participation Date, but before July 15, 2022, a Subdivision that meets the requirements for becoming a Participating Subdivision under Section VII prior to July 15, 2022 (but was not an Initial Participating Subdivision) shall be eligible to receive its allocated share (if any) for Payment Year 2, and it shall also receive any amounts allocated to it for Payment Year 1 from the Settlement Fund Escrow. 3. Any amounts remaining in the Settlement Fund Escrow for allocations to Subdivisions listed on Exhibit G that have not become Participating Subdivisions after all payments for Payment Year 2 are disbursed shall be transferred to the Settlement Fund and disbursed to the appropriate sub-funds in each Settling State pursuant to Section V.D.S. 4. Any disputes as to the allocation of the Annual Payments in Payment Years 1 and 2 shall be resolved pursuant to the process set forth in Section IV.B.3 through Section IV.13.8, except that in Payment Year 1, the Settlement Fund Administrator shall have until ten (10) calendar days after the Initial Participation Date to give notice of the amount to be received by each Settling State, the amount to be received by the separate types of funds for each Settling State (if applicable), and the amount to be received by each Initial Participating Subdivision in the Settling States that is listed on Exhibit G. D. Payment Date for Subsequent Payment Years. The Payment Date for Payment Year 3 and successive Payment Years is July 15 of the third and successive years and the Annual Payment shall be made pursuant to the process set forth in Section IV.B, except that, with respect to Payment Year 3, Settling States shall have up to the Payment Date to become eligible for Incentive Payment A and thus avoid the reductions set forth in Section XIII. If a Settling State enacts a Bar less than sixty (60) calendar days before the Payment Date for Payment Year 3, each Settling Distributor shall pay, within thirty(30) calendar days of the Payment Year 3 Payment Date, its allocable share, pursuant to Section IV.I, of the difference between the Annual Payment as calculated by the Settlement Fund Administrator and the amount that would have been owed had the Settlement Fund Administrator taken the Bar into account. E. Base Payments. Subject to the suspension, reduction, and offset provisions set forth in Section XII and Section XIII, the Settling Distributors shall collectively make base 17 payments equal to fifty-five percent(55%) of the Net Abatement Amount multiplied by the aggregate Overall Allocation Percentage of the Settling States. These payments will be due in installments consistent with Exhibit M over the eighteen (18)Payment Years and as adjusted by the Settlement Fund Administrator pursuant to the provisions in Section IV, Section XII, and Section XIII. F. Incentive Payments. Subject to the suspension, offset, and reduction provisions set forth in Section XII and Section XIII, the Settling Distributors shall collectively make potential additional incentive payments totaling up to a maximum of forty-five percent(45%) of the Net Abatement Amount multiplied by the aggregate Overall Allocation Percentage of the Settling States, with the actual amount depending on whether and the extent to which the criteria set forth below are met in each Settling State. The incentive payments shall be divided among four(4) categories, referred to as Incentive Payments A-D. Incentive Payments A-C will be due in installments over the eighteen(18)Payment Years, and Incentive Payment D will be due in installments over thirteen (13)years beginning with Payment Year 6. The total amount of incentive payments in an Annual Payment shall be the sum of the incentive payments for which individual Settling States are eligible for that Payment Year under the criteria set forth below. The incentive payments shall be made with respect to a specific Settling State based on its eligibility for that year under the criteria set forth below. 1. Incentive Payment A. Incentive Payment A shall be equal to forty percent (40%) of the Net Abatement Amount multiplied by the aggregate Overall Allocation Percentage of the Settling States, provided all Settling States satisfy the requirements of Incentive Payment A. Incentive Payment A will be due to a Settling State as part of the Annual Payment in each of the eighteen(18)Payment Years that a Settling State is eligible for Incentive Payment A and shall equal a total potential maximum of $7,421,605,477 if all States are eligible for all eighteen (18)Payment Years. Each Settling State's share of Incentive Payment A in a given year,provided that Settling State is eligible, shall equal the total maximum amount available for Incentive Payment A for that year as reflected in Exhibit M times the Settling State's Overall Allocation Percentage. Eligibility for Incentive Payment A is as follows: a. For the Payment Years 1 and 2, all Settling States are deemed eligible for Incentive Payment A. b. For each Payment Year other than Payment Years 1 and 2, a Settling State is eligible for Incentive Payment A if, as of sixty(60) calendar days prior to the Payment Date (except that in Payment Year 3, this date is as of the Payment Date), (i) there is a Bar in that State in full force and effect, (ii) there is a Settlement Class Resolution in that State in full force and effect, (iii) the Released Claims of all of the following entities are released through the execution of Subdivision Settlement Participation Forms, or there is a Case-Specific Resolution against such entities: all Primary Subdivisions, Litigating Subdivisions, School Districts with a K-12 student enrollment of at least 25,000 or .10% of a State's population, whichever is greater, and Health Districts and Hospital Districts that have at least one hundred twenty-five (125)hospital beds in one or more hospitals rendering services in that district; or(iv) a combination of 18 the actions in clauses (i)-(iii)has achieved the same level of resolution of Claims by Subdivisions (e.g., a Bar against future litigation combined with full joinder by Litigating Subdivisions). For the avoidance of doubt, subsection(iv) cannot be satisfied unless all Litigating Subdivisions are Participating Subdivisions or there is a Case-Specific Resolution against any such Subdivisions that are not Participating Subdivisions. The Settling Distributors and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section prior to the Preliminary Agreement Date. C. Notwithstanding Section IV.F.Lb, for each Payment Year other than Payment Years 1 and 2, a Settling State that is not eligible for Incentive Payment A as of the Incentive Payment Final Eligibility Date shall not be eligible for Incentive Payment A for that Payment Year or any subsequent Payment Years. d. If the Settling Distributors made a payment under Incentive Payment A solely on the basis of a Bar or Settlement Class Resolution in a Settling State and that Bar or Settlement Class Resolution is subsequently removed, revoked, rescinded, reversed, overruled, interpreted in a manner to limit the scope of the release, or otherwise deprived of force or effect in any material respect, that Settling State shall not be eligible for Incentive Payment A thereafter, unless the State requalifies for Incentive Payment A through any method pursuant to Section IV.F.l.b, in which case the Settling State shall be eligible for Incentive Payment A less any litigation fees and costs incurred by Settling Distributor in the interim, except that, if the re-imposition occurs after the completion of opening statements in a trial involving a Released Claim, the Settling State shall not be eligible for Incentive Payment A(unless this exception is waived by the Settling Distributors). e. In determining the amount of Incentive Payment A that Settling Distributors will pay in a Payment Year and each Settling State's share, if any, of Incentive Payment A for that Payment Year, the Settlement Fund Administrator shall: (i) identify all Settling States that are eligible for Incentive Payment A; (ii) multiply the Overall Allocation Percentage for each such eligible Settling State by the maximum amount that Settling Distributors could owe with respect to Incentive Payment A for that Payment Year as listed on Exhibit M. The amount calculated in(ii) shall be the amount allocated to a Settling State eligible for Incentive Payment A for that Payment Year and the aggregate of each such amount for Settling States eligible for Incentive Payment A shall be the amount of Incentive Payment A Settling Distributors are obligated to pay in that Payment Year, all such amounts subject to the suspension, offset, and reduction provisions in Section XII and Section XIII. 2. Incentive Payment B. Incentive Payment B shall be available to Settling States that are not eligible for Incentive Payment A for the applicable Payment Year. Incentive Payment B shall be equal to up to twenty-five percent (25%) of the Net Abatement Amount multiplied by the aggregate Overall Allocation Percentage of the 19 Settling States. Incentive Payment B will be due to a Settling State as part of the Annual Payment in each of the eighteen (18)Payment Years that a Settling State is eligible for Incentive Payment B and equal a total potential maximum of$4,638,503,423 if all States are eligible for all eighteen (18)Payment Years. Each Settling State's maximum share of Incentive Payment B in a given year shall equal the total maximum amount available for Incentive Payment B for that year as reflected in Exhibit M times the Settling State's Overall Allocation Percentage. Eligibility for Incentive Payment B is as follows: a. A Settling State is not eligible for Incentive Payment B for a Payment Year for which it is eligible for Incentive Payment A. b. Subject to Section IV.F.2.a, the amount of Incentive Payment B for which a Settling State is eligible in a Payment Year shall be a percentage of that State's maximum share of Incentive Payment B based on the extent to which (A) Litigating Subdivisions in the State are Participating Subdivisions or(B) there is a Case-Specific Resolution against Litigating Subdivisions in the State, collectively, "Incentive B Eligible Subdivisions." The percentage of the State's maximum share of Incentive Payment B that the State is eligible for in a Payment Year shall be determined according to the table below: Percentage of Litigating Subdivision Population that is Incentive B Eligible Subdivision Incentive Payment B Population' Eligibility Percentage Up to 85% 0% 85%+ 30% 86+ 40% 91+ 50% 95+ 60% 99%+ 95% 100% 100% 5 The"Percentage of Litigating Subdivision Population that is Incentive B Eligible Subdivision Population' shall be determined by the aggregate population of the Settling State's Litigating Subdivisions that are Incentive B Eligible Subdivisions divided by the aggregate population of the Settling State's Litigating Subdivisions. In calculating the Settling State's population that resides in Litigating Subdivisions, (a)the population of the Settling State's Litigating Subdivisions shall be the sum of the population of all Litigating Subdivisions in the Settling State,notwithstanding that persons may be included within the population of more than one Litigating Subdivision,and(b)the population that resides in Incentive B Eligible Subdivisions shall be the sum of the population of the Incentive B Eligible Subdivisions,notwithstanding that persons may be included within the population of more than one Incentive B Eligible Subdivision. An individual Litigating Subdivision shall not be included more than once in the numerator, and shall not be included more than once in the denominator,of the calculation regardless if it(or any of its officials)is named as multiple plaintiffs in the same lawsuit;provided,however,that for the avoidance of doubt,no Litigating Subdivision will be excluded from the numerator or denominator under this sentence unless a Litigating Subdivision otherwise counted in the denominator has the authority to release the Claims(consistent with Section XI)of the Litigating Subdivision to be excluded. For the avoidance of doubt,a Settling State in which the population that resides in Incentive B Eligible Subdivisions is less than eighty-five percent(85%)of the population of Litigating Subdivisions shall not be eligible for any portion of Incentive Payment B. 20 C. In determining the amount that Settling Distributors will pay in a Payment Year under Incentive Payment B and each Settling State's share of Incentive Payment B for that Payment Year, the Settlement Fund Administrator shall: (i) identify all States that are eligible for Incentive Payment B because they are ineligible for Incentive Payment A; (ii) determine the Incentive Payment B eligibility percentage for each such Settling State; (iii) multiply the Incentive Payment B eligibility percentage for each such State by the Overall Allocation Percentage of that State; (iv) multiply the product from(iii)by the maximum amount that Settling Distributors could owe under Incentive Payment B for that Payment Year from Exhibit M. The amount calculated in(iv) shall be the amount allocated to a Settling State eligible for Incentive Payment B for that Payment Year, and the aggregate of such amounts for Settling States eligible for Incentive Payment B shall be the amount paid for that Payment Year by Settling Distributors with respect to Incentive Payment B, all such amounts subject to the suspension, offset, and reduction provisions in Section XII and Section XIII. If there are no Litigating Subdivisions in a Settling State, and that Settling State is otherwise eligible for Incentive Payment B, that Settling State will receive its full allocable share of Incentive Payment B. d. A Settling State's eligibility for Incentive Payment B for a Payment Year shall be determined as of sixty (60) calendar days prior to the Payment Date for that Payment Year;provided that the percentage of Incentive Payment B for which a Settling State is eligible as of the Incentive Payment Final Eligibility Date shall cap its eligibility for that Payment Year and all subsequent Payment Years. 3. Incentive Payment C. Incentive Payment C shall be available to Settling States that are not eligible for Incentive Payment A for a Payment Year, including to Settling States that are also eligible for Incentive Payment B. Incentive Payment C shall be equal to up to fifteen percent(15%) of the Net Abatement Amount multiplied by the aggregate Overall Allocation Percentage of the Settling States. Incentive Payment C will be due to a Settling State as part of the Annual Payment in each of the eighteen(18) Payment Years that a Settling State is eligible for Incentive Payment C and equal a total potential maximum of$2,783,102,054 if all States are eligible for all eighteen(18) Payment Years. Each Settling State's maximum share of Incentive Payment C in a given year shall equal the total maximum amount available for Incentive Payment C for that year as reflected in Exhibit M multiplied by the Settling State's Overall Allocation Percentage. Eligibility for Incentive Payment C is as follows: a. A Settling State is not eligible for Incentive Payment C for a Payment Year in which it is eligible for Incentive Payment A. b. Subject to Section IV.F.3.a, the amount of Incentive Payment C for which a Settling State is eligible in a Payment Year shall be a percentage of the State's maximum share of Incentive Payment C based on the extent to which (A)Non-Litigating Subdivisions that are Primary Subdivisions with a population 21 over 30,000 and Litigating Subdivisions in the State are Participating Subdivisions or(B) there is a Case-Specific Resolution against Non-Litigating Subdivisions that are Primary Subdivisions with a population over 30,000 and Litigating Subdivisions in the State, collectively, "Incentive C Eligible Subdivisions." The percentage of the State's maximum share of Incentive Payment C that the State is eligible for in a Payment Year shall be determined according to the table below: Percentage of Relevant Subdivision Population that is Incentive C Incentive Payment C Eligible Population' Eli ibili Percentage Up to 60% 0% 60%+ 25% 70%+ 35% 75%+ 40% 80%+ 45% 85%+ 55% 90%+ 60% 93%+ 65% 94%+ 75% 95+ 90% 98+ 95% 100% 100% C. In determining the amount that Settling Distributors will pay in a Payment Year under Incentive Payment C and each Settling State's share of Incentive Payment C for that Payment Year, the Settlement Fund Administrator shall: (i) identify all States that are eligible for Incentive Payment C because they are ineligible for Incentive Payment A; (ii) determine the Incentive Payment C eligibility percentage for each such Settling State; (iii) multiply the Incentive Payment C eligibility percentage for each such State by the Overall Allocation Percentage of that State; (iv) multiply the product from(iii)by the maximum 6 The"Percentage of Relevant Subdivision Population that is Incentive C Eligible Population" shall be determined by the aggregate population of the Settling State's Incentive C Eligible Subdivisions divided by the aggregate population of the Settling State's Non-Litigating Primary Subdivisions with a population over 30,000 and Litigating Subdivisions("Incentive Payment C Subdivisions"). None of the population figures shall include Prior Litigating Subdivisions. In calculating the Settling State's population that resides in Incentive Payment C Subdivisions, (a)the population shall be the sum of the population of all Incentive Payment C Subdivisions in the Settling State, notwithstanding that persons may be included within the population of more than one Incentive Payment C Subdivision,and(b)the population that resides in Incentive C Eligible Subdivisions shall be the sum of the population of the Incentive C Eligible Subdivisions,notwithstanding that persons may be included within the population of more than one Incentive C Eligible Subdivision. An individual Incentive Payment C Subdivision shall not be included more than once in the numerator,and shall not be included more than once in the denominator,of the calculation regardless if it(or any of its officials)is named as multiple plaintiffs in the same lawsuit. For the avoidance of doubt,a Settling State in which the population that resides in Incentive C Eligible Subdivisions is less than sixty percent(60%)of the population of Incentive Payment C Subdivisions shall not be eligible for any portion of Incentive Payment C. 22 amount that Settling Distributors could owe under Incentive Payment C for that Payment Year from Exhibit M. The amount calculated in(iv) shall be the amount allocated to a Settling State eligible for Incentive Payment C for that Payment Year and the aggregate of such amounts for Settling States eligible for Incentive Payment C shall be the amount paid for that Payment Year by Settling Distributors with respect to Incentive Payment C, all such amounts subject to the suspension, offset, and reduction provisions in Section XII and Section XIII. If there are no Litigating Subdivisions or Non-Litigating Subdivisions that are Primary Subdivisions with a population of more than 30,000 in a Settling State, and that Settling State is otherwise eligible for Incentive Payment C, that Settling State will receive its full allocable share of Incentive Payment C. d. A Settling State's eligibility for Incentive Payment C for a Payment Year shall be determined as of sixty(60) calendar days prior to the Payment Date for that Payment Year;provided that the percentage of Incentive Payment C for which a Settling State is eligible as of the Incentive Payment Final Eligibility Date shall cap its eligibility for that Payment Year and all subsequent Payment Years. 4. Incentive Payment D. Incentive Payment D shall be applied at Payment Year 6. Incentive Payment D shall be equal to five percent (5%) of the Net Abatement Amount multiplied by the aggregate Overall Allocation Percentage of the Settling States. Incentive Payment D will be due to a Settling State as part of the Annual Payment for each of thirteen(13) Payment Years (from Payment Year 6 to Payment Year 18) that any Settling State is eligible for Incentive Payment D and equal a total potential maximum of $927,700,685 if all States are eligible for all thirteen(13)Payment Years. Each Settling State's share of Incentive Payment D in a given year shall equal the total maximum amount available for Incentive Payment D for that year as reflected in Exhibit M times the Settling State's Overall Allocation Percentage. Eligibility for Incentive Payment D is as follows: a. A Settling State is eligible for Incentive Payment D if there has been no Later Litigating Subdivision in that State that has had a Claim against a Released Entity survive more than six (6) months after denial in whole or in part of a Threshold Motion. b. A Settling State's eligibility for Incentive Payment D shall be determined as of sixty (60) calendar days prior to the Payment Date. If a Later Litigating Subdivision's lawsuit in that State survives more than six (6) months after denial in whole or in part of a Threshold Motion after that date, that State shall not be eligible for Incentive Payment D for the Payment Year in which that occurs and any subsequent Payment Year. C. Notwithstanding Section IV.F.4, a Settling State can become re- eligible for Incentive Payment D if the lawsuit that survived a Threshold Motion is dismissed pursuant to a later motion on grounds included in the Threshold Motion, in which case the Settling State shall be eligible for Incentive Payment D 23 less any litigation fees and costs incurred by Settling Distributor in the interim, except that if the dismissal motion occurs after the completion of opening statements in such action, the Settling State shall not be eligible for Incentive Payment D. d. For the avoidance of doubt, a Settling State may be eligible for Incentive Payment D whether or not it is eligible for Incentive Payments A-C. e. In determining the amount of Incentive Payment D that Settling Distributors will pay in a Payment Year and each Settling State's share, if any, of Incentive Payment D for that Payment Year, the Settlement Fund Administrator shall: (i) identify all Settling States that are eligible for Incentive Payment D; (ii) multiply the Overall Allocation Percentage for each such eligible Settling State by the maximum amount that Settling Distributors could owe with respect to Incentive Payment D for that Payment Year listed on Exhibit M; and (iii) subtract any litigation fees and costs allowed to be deducted pursuant to Section IV.F.4.c. The amount calculated in(iii) shall be the amount allocated to a Settling State eligible for Incentive Payment D for that Payment Year and the aggregate of each such amount for Settling States eligible for Incentive Payment D shall be the amount of Incentive Payment D Settling Distributors are obligated to pay in that Payment Year, all such amounts subject to the suspension, reduction, and offset provisions in Section XII and Section XIII. G. Reductions/Offsets. The base and incentive payments are subject to suspension, offset, and reduction as provided in Section XII and Section XIII. H. State-Specific Agreements. Notwithstanding any other provision of this Agreement or any other agreement, in the event that: (1) the Settling Distributors enter into an agreement with any Settling State that resolves with finality such Settling State's Claims consistent with Section XI of this Agreement and such agreement has an effective date prior to the Effective Date of this Agreement(such agreement, a"State-Specific Agreement") and (2) pursuant to the terms of the State-Specific Agreement, any payments, or any portion thereof, made by the Settling Distributors thereunder are made in lieu of any payments (for the avoidance of doubt, including the Additional Restitution Amount), or any portion thereof, to be made under this Agreement and the Settling Distributors make such a payment pursuant to the State-Specific Agreement, then the Settling Distributors will reduce any payments allocable to such Settling State (whether made to the Settlement Fund Escrow or the Settlement Fund) made pursuant to this Agreement to the extent such amount was already paid pursuant to the terms of the State- Specific Agreement. I. Allocation of Payments among Settling Distributors. Payments due from the Settling Distributors under this Section IV, Section IX, and Section X will be allocated among the Settling Distributors as follows: McKesson—38.1%; Amerisource —31.0%; Cardinal- 30.9%. A Settling Distributor's sole responsibility for payments under this Agreement shall be to make its share of each payment. The obligations of the Settling Distributors in this Agreement are several and not joint. No Settling Distributor shall be responsible for any portion of another Settling Distributor's share. 24 J. Pre payment Option. 1. Any Settling Distributor shall have the right, subject to the limitations set forth in Section IV.J.3, to prepay any base payment or incentive payment in whole or in part, without premium or penalty (a"Settlement Prepayment")by providing at least fourteen(14) calendar days prior written notice to the Settlement Fund Administrator and Enforcement Committee (a"Prepayment Notice"). Any Prepayment Notice shall specify: (a) the gross amount of the Settlement Prepayment(the "Gross Settlement Amount"), (b) the manner in which such Settlement Prepayment shall be applied to reduce such Settling Distributor's future share of Annual Payments (i.e., to which future year(s) the allocable portion of an Annual Payment owed by such Settling Distributor the Settlement Prepayment should be applied) (such manner of application, a"Settlement Prepayment Reduction Schedule"), (c)the net present value of the Settlement Prepayment as of the Prepayment Date based on the Settlement Prepayment Reduction Schedule using a discount rate equal to the prime rate as published by the Wall Street Journal on the date of the Prepayment Notice plus 1.75% (such net present value amount, the "Net Settlement Prepayment Amount"), and (d) the date on which the prepayment will be made, which shall be no more than fifteen(15) calendar days after the date of the Prepayment Notice (the"Prepayment Date"). 2. On the Prepayment Date the Settling Distributor shall pay the Net Settlement Prepayment Amount to the Settlement Fund and such amount shall be used only as specified in Section V. Following such payment, all future portions of the Annual Payments allocated to the applicable Settling Distributor under Section IV.E and Section IVY shall be reduced pursuant to the Settlement Prepayment Reduction Schedule, and the Exhibit M will be updated to give effect to such reduction, and going forward such updated schedule will be Exhibit M. 3. A Settling Distributor's right to make prepayments shall be subject to the following limitations: a. Prepayments may apply to base payments or to both base and incentive payments. If the prepayment applies to both base and incentive payments, the prepayments will apply proportionately across base and incentive payments. b. A Settling Distributor shall make no more than three (3) prepayments over the eighteen (18) year payment term. A Settling Distributor shall not make more than one (1)prepayment in a five (5)year period and there shall not be prepayments made in the first two (2) Payment Years. C. Prepayments shall only be applied to one (1) or more of the three (3) Payment Years following the prepayment. d. The total amount of a prepayment of base payments after discounting calculations shall not be larger than the base payment for the Payment Year with the lowest Annual Payment amount affected by the prepayment. The 25 total amount of a prepayment for both base payments and incentive payments shall not be larger than the base payment and anticipated incentive payment for the lowest Payment Year affected by the prepayment. The "anticipated incentive payment" for a future Payment Year shall reflect the incentives earned by each Settling State as of the time of the prepayment and any offsets or adjustments known at that time. e. In a Payment Year against which there has been a prepayment, if the amount a Settling State is calculated to receive is greater than the amount prepaid prior to discounting calculations, the Settling Distributor shall pay the difference. If, in a Payment Year for which there has been a prepayment, the amount that a Settling State is calculated to receive is less than the amount calculated at the time of the prepayment, there shall be a credit for the difference to the Settling Distributor to be applied in the subsequent Payment Year(s), if any. f. Prepayments shall be applied proportionately to all Settling States. 4. The Settling States may agree to a prepayment that does not apply these restrictions. Such a prepayment would need approval of Settling States representing at least ninety-five percent(95%) allocable share as measured by the allocations in Exhibit F_;provided, however, that this provision does not limit or restrict any Settling State from negotiating its own prepayment with a Settling Distributor. 5. For illustrative purposes only, attached as Exhibit Q are examples showing a Settlement Prepayment, the related calculation of the Net Settlement Prepayment Amount, and the related adjustment to the Settlement Payment Schedule. K. Significant Financial Constraint. 1. A Settling Distributor's allocable share of the Annual Payment for a Payment Year may, at the election of such Settling Distributor, be deferred either(a)up to the amount by which that share plus such Settling Distributor's share of amounts payable under Section IX and Section X would exceed twenty percent(20%) of such Settling Distributor's total operating cash flow(as determined pursuant to United States generally accepted accounting principles) for its fiscal year that concluded most recently prior to the due date for that payment or(b) (i)up to twenty-five percent(25%) if, as of thirty (30) calendar days preceding that payment date, the company's credit rating from one or more of the three nationally recognized rating agencies is below BBB or Baa2 or (ii)up to one hundred percent(100%) if, as of thirty(30) calendar days preceding that payment date, the company's credit rating from one or more of the three nationally recognized rating agencies is below BBB- or Baa3. If the reason for exceeding twenty percent(20%) of a Settling Distributor's total operating cash flow or the decrease in credit rating is substantially attributable to the incurrence of debt to fund post-settlement acquisitions or to the payment of dividends and/or share repurchases that together are of an amount that exceeds the total amount of those two items for the prior fiscal year, no deferral is available. A Settling Distributor shall not be allowed to defer payment for a 26 Payment Year if that Settling Distributor engaged in any share repurchases in the three fiscal quarters prior to the Payment Date for that Payment Year. 2. If a Settling Distributor has reason to believe that it will not be able to pay some or all of its allocable share of the Annual Payment for a Payment Year, it shall provide at least ninety (90) calendar days' prior written notice to the Settlement Fund Administrator and Enforcement Committee (a"Deferred Payment Notice"). Any Deferred Payment Notice shall specify and include: (a) the gross amount of the payments owed (including the estimated allocable portion of the Annual Payment, and amounts owed under Section IX and Section X, by the relevant Settling Distributor), (b) the amount that the Settling Distributor believes it will be unable to pay, (c) the accounting and audited financial documents upon which the Settling Distributor relied for making this determination, and(d) any other relevant information for the Enforcement Committee to consider. 3. A Settling Distributor shall not utilize this provision during the first three (3) Payment Years. If a Settling Distributor defers some or all of the payments due in a Payment Year pursuant to this Section IV.K, it shall not repurchase any shares, or fund new acquisitions with an acquisition price greater than $250 million, during the deferral period until the deferred amount is fully repaid with interest. Any amounts deferred shall bear interest at an interest rate equal to the prime rate as published by the Wall Street Journal on the date of the Deferral Payment Notice plus 0.5%. 4. The Settling Distributor shall pay all deferred amounts, including applicable interest on the next Payment Date. If the amounts previously deferred (including interest) together with the Settling Distributor's share of all payments due for a Payment Year would allow for a deferral under Section IV.K.1, the Settling Distributor shall pay as much of the previously deferred amounts (including interest) as it can pay without triggering the ability to defer payment and may defer the remainder as permitted under(and subject to the restrictions of) this Section IV.K. 5. Deferrals will apply proportionally across base payments and incentive payments. For the avoidance of doubt, this Section IV.K applies fully to Payment Years after the first three (3) Payment Years, including the base payments and all incentive payments due pursuant to this Agreement during the Payment Year at issue. 6. If a Settling Distributor could pay a portion of its allocable share of the Annual Payments due pursuant to this Agreement during a Payment Year without triggering this Section IV.K, the Settling Distributor shall be required to pay that portion as scheduled and only the excess would be subject to deferral at the election of the Settling Distributor(in whole or in part) as provided herein. 7. The Settling Distributor shall pay any deferred amounts, including applicable interest on or before the date on which the payment is due for Payment Year 18. 27 V. Allocation and Use of Settlement Payments A. Components of Settlement Fund. The Settlement Fund shall be comprised of an Abatement Accounts Fund, a State Fund, and a Subdivision Fund for each Settling State. The payments made under Section IV into the Settlement Fund shall be initially allocated among those three (3) sub-funds and distributed and used as provided below. Payments placed into the Settlement Fund do not revert back to the Settling Distributors. B. Use of Settlement Payments. 1. It is the intent of the Parties that the payments disbursed from the Settlement Fund to Settling States and Participating Subdivisions be for Opioid Remediation, subject to exceptions that must be documented in accordance with Section V.13.2. In no event may less than eighty-five percent(85%) of the Settling Distributors' maximum amount of payments pursuant to Section IV, Section IX, and Section X as set forth on Exhibit M over the entirety of all Payments Years (but not any single Payment Year) be spent on Opioid Remediation. 2. While disfavored by the Parties, a Settling State or a Participating Subdivision set forth on Exhibit G may use monies from the Settlement Fund(that have not been restricted by this Agreement solely to future Opioid Remediation) for purposes that do not qualify as Opioid Remediation. If, at any time, a Settling State or a Participating Subdivision set forth on Exhibit G uses any monies from the Settlement Fund for a purpose that does not qualify as Opioid Remediation, such Settling State or Participating Subdivision set forth on Exhibit G shall identify such amounts and report to the Settlement Fund Administrator and the Settling Distributors how such funds were used, including if used to pay attorneys' fees, investigation costs, litigation costs, or costs related to the operation and enforcement of this Agreement, respectively. It is the intent of the Parties that the reporting under this Section V.13.2 shall be available to the public. For the avoidance of doubt, (a) any amounts not identified under this Section V.13.2 as used to pay attorneys' fees, investigation costs, or litigation costs shall be included in the "Compensatory Restitution Amount" for purposes of Section VLF and (b) Participating Subdivisions not listed on Exhibit G may only use monies from the Settlement Fund for purposes that qualify as Opioid Remediation. C. Allocation of Settlement Fund. The allocation of the Settlement Fund allows for different approaches to be taken in different states, such as through a State-Subdivision Agreement. Given the uniqueness of States and their Subdivisions, Settling States and their Subdivisions are encouraged to enter into State- Subdivision Agreements in order to direct the allocation of their portion of the Settlement Fund. As set out below, the Settlement Fund Administrator will make an initial allocation to three (3) state-level sub-funds. The Settlement Fund Administrator will then, for each Settling State and its Participating Subdivisions, apply the terms of this Agreement and any relevant State- Subdivision Agreement, Statutory Trust, Allocation Statute, or voluntary redistribution of funds as set out below before disbursing the funds. 28 1. Base Payments. The Settlement Fund Administrator will allocate base payments under Section IV.D among the Settling States in proportion to their respective Overall Allocation Percentages. Base payments for each Settling State will then be allocated fifteen percent(15%) to its State Fund, seventy percent(70%) to its Abatement Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D. 2. Incentive Pam. The Settlement Fund Administrator will treat incentive payments under Section IVY on a State-specific basis. Incentive payments for which a Settling State is eligible under Section IVY will be allocated fifteen percent (15%) to its State Fund, seventy percent(70%) to its Abatement Accounts Fund, and fifteen percent(15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D. 3. Application of Adjustments. If a suspension, offset, or reduction under Section XII or Section XIII applies with respect to a Settling State, the suspension, offset, or reduction shall be applied proportionally to all amounts that would otherwise be apportioned and distributed to the State Fund, the Abatement Accounts Fund, and the Subdivision Fund for that State. 4. Settlement Fund Administrator. Prior to the Initial Participation Date, the Settling Distributors and the Enforcement Committee will agree to a detailed mechanism consistent with the foregoing for the Settlement Fund Administrator to follow in allocating, apportioning, and distributing payments, which shall then be appended hereto as Exhibit L. 5. Settlement Fund Administrator Costs. Any costs and fees associated with or arising out of the duties of the Settlement Fund Administrator as described in Exhibit L shall be paid from the interest accrued in the Settlement Fund Escrow and the Settlement Fund;provided, however, that if such accrued interest is insufficient to pay the entirety of any such costs and fees, Settling Distributors shall pay fifty percent(50%) of the additional amount and fifty percent(50%) shall be paid out of the Settlement Fund. D. Settlement Fund Reallocation and Distribution. As set forth below, within a particular Settling State's account, amounts contained in the Settlement Fund sub-funds may be reallocated and distributed per a State-Subdivision Agreement or other means. If the apportionment of amounts is not addressed and controlled under Section V.D.1 and Section V.D.2, then the default provisions of Section V.D.4 apply. It is not necessary that a State-Subdivision Agreement or other means of allocating funds pursuant to Section V.D.1 and Section V.D.2 address all of the Settlement Fund sub-funds. For example, a Statutory Trust might only address disbursements from a Settling State's Abatement Accounts Fund. 1. Distribution by State-Subdivision Agreement. If a Settling State has a State-Subdivision Agreement, amounts apportioned to that State's State Fund, Abatement Accounts Fund, and Subdivision Fund under Section V.0 shall be reallocated and 29 distributed as provided by that agreement. Any State-Subdivision Agreement entered into after the Preliminary Agreement Date shall be applied only if it requires: (a) that all amounts be used for Opioid Remediation, except as allowed by Section V.13.2, and (b) that at least seventy percent(70%) of amounts be used solely for future Opioid Remediation.? For a State-Subdivision Agreement to be applied to the relevant portion of an Annual Payment, notice must be provided to the Settling Distributors and the Settlement Fund Administrator at least sixty (60) calendar days prior to the Payment Date. 2. Distribution by Allocation Statute. If a Settling State has an Allocation Statute and/or a Statutory Trust that addresses allocation or distribution of amounts apportioned to such State's State Fund, Abatement Accounts Fund, and/or Subdivision Fund and that, to the extent any or all such sub-funds are addressed, requires (1) all amounts to be used for Opioid Remediation, except as allowed by Section V.13.2, and (2) at least seventy percent (70%) of all amounts to be used solely for future Opioid Remediation,' then, to the extent allocation or distribution is addressed, the amounts apportioned to that State's State Fund, Abatement Accounts Fund, and Subdivision Fund under Section V.0 shall be allocated and distributed as addressed and provided by the applicable Allocation Statute or Statutory Trust. For the avoidance of doubt, an Allocation Statute or Statutory Trust need not address all three (3) sub-funds that comprise the Settlement Fund, and if the applicable Allocation Statute or Statutory Trust does not address distribution of all or some of these three (3) sub-funds, the applicable Allocation Statute or Statutory Trust does not replace the default provisions described in Section V.D.4 of any such unaddressed fund. For example, if an Allocation Statute or Statutory Trust that meets the requirements of this Section V.D.2 only addresses funds restricted to abatement, then the default provisions in this Agreement concerning allocation among the three (3) sub-funds comprising the Settlement Fund and the distribution of the State Fund and Subdivision Fund for that State would still apply, while the distribution of the applicable State's Abatement Accounts Fund would be governed by the qualifying Allocation Statute or Statutory Trust. 3. Voluntary Redistribution. A Settling State may choose to reallocate all or a portion of its State Fund to its Abatement Accounts Fund. A Participating Subdivision included on Exhibit G may choose to reallocate all or a portion of its allocation from the Subdivision Fund to the State's Abatement Accounts Fund or to another Participating Subdivision. For a voluntary redistribution to be applied to the relevant portion of an Annual Payment, notice must be provided to the Settling Distributors and the Settlement Fund Administrator at least sixty (60) calendar days prior to the Payment Date. 4. Distribution in the Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust. If Section V.D.I and Section V.D.2 do not apply, amounts Future Opioid Remediation includes amounts paid to satisfy any future demand by another governmental entity to make a required reimbursement in connection with the past care and treatment of a person related to the Alleged Harms. s Future Opioid Remediation includes amounts paid to satisfy any future demand by another governmental entity to make a required reimbursement in connection with the past care and treatment of a person related to the Alleged Harms. 30 apportioned to that State's State Fund, Abatement Accounts Fund, and Subdivision Fund under Section V.0 shall be distributed as follows: a. Amounts apportioned to that State's State Fund shall be distributed to that State. b. Amounts apportioned to that State's Abatement Accounts Fund shall be distributed consistent with Section V.E. Each Settling State shall submit to the Settlement Fund Administrator a designation of a lead state agency or other entity to serve as the single point of contact for that Settling State's funding requests from the Abatement Accounts Fund and other communications with the Settlement Fund Administrator. The designation of an individual entity is for administrative purposes only and such designation shall not limit funding to such entity or even require that such entity receive funds from this Agreement. The designated entity shall be the only entity authorized to request funds from the Settlement Fund Administrator to be disbursed from that Settling State's Abatement Accounts Fund. If a Settling State has established a Statutory Trust then that Settling State's single point of contact may direct the Settlement Fund Administrator to release the State's Abatement Accounts Fund to the Statutory Trust. C. Amounts apportioned to that State's Subdivision Fund shall be distributed to Participating Subdivisions in that State included on Exhibit G per the Subdivision Allocation Percentage listed in Exhibit G. Section VIII shall govern amounts that would otherwise be distributed to Non-Participating Subdivisions listed in Exhibit G. For the avoidance of doubt and notwithstanding any other provision in this Agreement, no Non-Participating Subdivision will receive any amount from the Settlement Fund, regardless of whether such Subdivision is included on Exhibit G. d. Special Districts shall not be allocated funds from the Subdivision Fund, except through a voluntary redistribution allowed by Section V.D.3. A Settling State may allocate funds from its State Fund or Abatement Accounts Fund for Special Districts. 5. Restrictions on Distribution. No amounts may be distributed from the Subdivision Fund contrary to Section VII, i.e., no amounts may be distributed directly to Non-Participating Subdivisions or to Later Participating Subdivisions to the extent such a distribution would violate Section VII.E through Section VII.H. Amounts allocated to the Subdivision Fund that cannot be distributed by virtue of the preceding sentence shall be distributed into the sub-account in the Abatement Accounts Fund for the Settling State in which the Subdivision is located, unless those payments are redirected elsewhere by a State-Subdivision Agreement described in Section V.D.1 or by an Allocation Statute or a Statutory Trust described in Section V.D.2. E. Provisions Regarding the Abatement Accounts Fund. 31 1. State-Subdivision Agreement, Allocation Statute, and Statutory Fund Provisions. A State-Subdivision Agreement, Allocation Statute, or Statutory Trust may govern the operation and use of amounts in that State's Abatement Accounts Fund so long as it complies with the requirements of Section V.D.1 or Section V.D.2, as applicable, and all direct payments to Subdivisions comply with Section VILE through Section VILH. 2. Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust. In the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust that addresses distribution, the Abatement Accounts Fund will be used solely for future Opioid Remediation' and the following shall apply with respect to a Settling State: a. Regional Remediation. (i) At least fifty percent(50%) of distributions for remediation from a State's Abatement Accounts Fund shall be annually allocated and tracked to the regional level. A Settling State may allow the Advisory Committee established pursuant to Section V.E.2.d to define its regions and assign regional allocations percentages. Otherwise, a Settling State shall(A) define its initial regions, which shall consist of one (1) or more General Purpose Subdivisions and which shall be designated by the state agency with primary responsibility for substance abuse disorder services employing, to the maximum extent practical, existing regions established in that State for opioid abuse treatment or other public health purposes; (B) assign initial regional allocation percentages to the regions based on the Subdivision Allocation Percentages in Exhibit G and an assumption that all Subdivisions included on Exhibit G will become Participating Subdivisions. (ii) This minimum regional expenditure percentage is calculated on the Settling State's initial Abatement Accounts Fund allocation and does not include any additional amounts a Settling State has directed to its Abatement Accounts Fund from its State Fund, or any other amounts directed to the fund. A Settling State may dedicate more than fifty percent(50%) of its Abatement Accounts Fund to the regional expenditure and may annually adjust the percentage of its Abatement Accounts Fund dedicated to regional expenditures as long as the percentage remains above the minimum amount. (iii) The Settling State (A) has the authority to adjust the definition of the regions, and (B) may annually revise the percentages 'Future Opioid Remediation includes amounts paid to satisfy any future demand by another governmental entity to make a required reimbursement in connection with the past care and treatment of a person related to the Alleged Harms. 32 allocated to each region to reflect the number of General Purpose Subdivisions in each region that are Non-Participating Subdivisions. b. Subdivision Block Grants. Certain Subdivisions shall be eligible to receive regional allocation funds in the form of a block grant for future Opioid Remediation. A Participating Subdivision eligible for block grants is a county or parish (or in the case of States that do not have counties or parishes that function as political subdivisions, a city) that(1) does not contain a Litigating Subdivision or a Later Litigating Subdivision for which it has the authority to end the litigation through a release, bar or other action, (2) either(i) has a population of 400,000 or more or(ii) in the case of California has a population of 750,000 or more, and (3)has funded or otherwise managed an established health care or treatment infrastructure (e.g., health department or similar agency). Each Subdivision eligible to receive block grants shall be assigned its own region. C. Small States. Notwithstanding the provisions of Section V.E.2.a, Settling States with populations under four(4) million that do not have existing regions described in Section V.E.2.a shall not be required to establish regions. However, such a Settling State that contains one (1) or more Subdivisions eligible for block grants under Section V.E.2.c shall be divided regionally so that each block-grant eligible Subdivision is a region and the remainder of the state is a region. d. Advisory Committee. The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the "Advisory Committee") to provide input and recommendations regarding remediation spending from that Settling State's Abatement Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity (created outside of a State- Subdivision Agreement or Allocation Statute);provided, however, the Advisory Committee or similar entity shall meet the following requirements: (i) Written guidelines that establish the formation and composition of the Advisory Committee, terms of service for members, contingency for removal or resignation of members, a schedule of meetings, and any other administrative details; (ii) Composition that includes at least an equal number of local representatives as state representatives; (iii) A process for receiving input from Subdivisions and other communities regarding how the opioid crisis is affecting their communities, their abatement needs, and proposals for abatement strategies and responses; and (iv) A process by which Advisory Committee recommendations for expenditures for Opioid Remediation will be made to and considered by the appropriate state agencies. 33 3. Abatement Accounts Fund Reporting. The Settlement Fund Administrator shall track and assist in the report of remediation disbursements as agreed to among the Settling Distributors and the Enforcement Committee. F. Nature of Payment. Each of the Settling Distributors, the Settling States, and the Participating Subdivisions acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, including, but not limited to, the scope of the Released Claims: 1. It has entered into this Agreement to avoid the delay, expense, inconvenience, and uncertainty of further litigation; 2. (a) The Settling States and Participating Subdivisions sought compensatory restitution(within the meaning of 26 U.S.C. § 162(f)(2)(A)) as damages for the Alleged Harms allegedly suffered by the Settling States and Participating Subdivisions; (b) the Compensatory Restitution Amount is no greater than the amount, in the aggregate, of the Alleged Harms allegedly suffered by the Settling States and Participating Subdivisions; and (c) the portion of the Compensatory Restitution Amount received by each Settling State or Participating Subdivision is no greater than the amount of the Alleged Harms allegedly suffered by such Settling State or Participating Subdivision; 3. The payment of the Compensatory Restitution Amount by the Settling Distributors constitutes, and is paid for, compensatory restitution(within the meaning of 26 U.S.C. § 162(f)(2)(A)) for alleged damage or harm(as compensation for alleged damage or harm arising out of alleged bodily injury) allegedly caused by the Settling Distributors; 4. The Compensatory Restitution Amount is being paid as compensatory restitution(within the meaning of 26 U.S.C. § 162(f)(2)(A)) in order to restore, in whole or in part, the Settling States and Participating Subdivisions to the same position or condition that they would be in had the Settling States and Participating Subdivisions not suffered the Alleged Harms; and 5. For the avoidance of doubt: (a) no portion of the Compensatory Restitution Amount represents reimbursement to any Settling State or Participating Subdivision or other person or entity for the costs of any investigation or litigation, (b) the entire Compensatory Restitution Amount is properly characterized as described in Section V.F, and (c) no portion of the Compensatory Restitution Amount constitutes disgorgement or is properly characterized as the payment of statutory or other fines, penalties, punitive damages, or other punitive assessments. VL Enforcement A. Enforceability. This Agreement is enforceable only by the Settling States and the Settling Distributors;provided, however, that Released Entities may enforce Section XI and Participating Subdivisions listed on Exhibit G have the enforcement rights described in Section VI.D. Except to the extent allowed by the Injunctive Relief Terms, Settling States and Participating Subdivisions shall not have enforcement rights with respect to either the terms of 34 this Agreement that apply only to or in other States or any Consent Judgment entered into by another Settling State. Participating Subdivisions shall not have enforcement rights against the Settling Distributors with respect to this Agreement or any Consent Judgment except that Participating Subdivisions listed on Exhibit G shall have enforcement rights as set forth herein as to payments that would be allocated to the Subdivision Fund or Abatement Accounts Fund pursuant to Section V;provided, however, that each Settling State shall allow Participating Subdivisions in such Settling State to notify it of any perceived violations of this Agreement or the applicable Consent Judgment. B. Jurisdiction. The Settling Distributors consent to the jurisdiction of the court in which each Settling State files its Consent Judgment, limited to resolution of disputes identified in Section VLF.l for resolution in that court. C. Specific Terms Dispute Resolution. 1. Any dispute that is addressed by the provisions set forth in the Injunctive Relief Terms shall be resolved as provided therein. 2. In the event that Settling Distributors believe that the eight-five percent (85%) threshold established in Section V.B.l is not being satisfied, any Parry may request that the Settling Distributors and Enforcement Committee meet and confer regarding the use of funds to implement Section V.B.1. The completion of such meet-and-confer process is a precondition to further action regarding any such dispute. Further action concerning Section V.B.l shall: (i)be limited to the Settling Distributors seeking to reduce their Annual Payments by no more than five percent (5%) of the difference between the actual amount of Opioid Remediation and the eighty-five percent (85%) threshold established in Section V.B.1; (ii) only reduce Annual Payments to those Settling States and their Participating Subdivisions that are below the eighty-five percent (85%) threshold established in Section V.B.1; and(iii) not reduce Annual Payments restricted to future Opioid Remediation. D. State-Subdivision Enforcement. 1. A Subdivision shall not have enforcement rights against a Settling State in which it is located with respect to this Agreement or any Consent Judgment except that a Participating Subdivision listed on Exhibit G shall have enforcement rights (a) as provided for in a State-Subdivision Agreement, Allocation Statute, or Statutory Trust with respect to intrastate allocation or(b) in the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust, to allegations that(i) the Settling State's use of Abatement Accounts Fund monies were not used for uses similar to or in the nature of those uses contained in Exhibit E; or(ii) a Settling State failed to pay funds directly from the Abatement Accounts Fund to a Participating Subdivision eligible to receive a block grant pursuant to Section V.E.2.b. 2. A Settling State shall have enforcement rights against a Participating Subdivision located in its territory (a) as provided for in a State-Subdivision Agreement, Allocation Statute, or Statutory Trust; or(b) in the absence of a State-Subdivision 35 Agreement, Allocation Statute, or Statutory Trust, to allegations that the Participating Subdivisions' uses of Abatement Accounts Fund monies were not used for purposes similar to or in the nature of those uses contained in Exhibit E. 3. As between Settling States and Participating Subdivisions, the above rights are contractual in nature and nothing herein is intended to limit, restrict, change or alter any other existing rights under law. E. Subdivision Distributor Payment Enforcement. A Participating Subdivision listed on Exhibit G shall have the same right as a Settling State pursuant to Section VLF.2.a(v) to seek resolution regarding the failure by a Settling Distributor to make its allocable share of an Annual Payment in a Payment Year. F. Other Terms Regarding Dispute Resolution. 1. Except to the extent provided by Section VLC or Section VLF.2, all disputes shall be resolved in either the court that entered the relevant Consent Judgment or, if no such Consent Judgment was entered, a state or territorial court with jurisdiction located wherever the seat of the relevant state government is located. a. State court proceedings shall be governed by the rules and procedures of the relevant forum. b. For the avoidance of doubt, disputes to be resolved in state court include, but are not limited to, the following: (i) disputes concerning whether expenditures qualify as Opioid Remediation; (ii) disputes between a Settling State and its Participating Subdivisions as provided by Section VLD, except to the extent the State- Subdivision Agreement provides for other dispute resolution mechanisms. For the avoidance of doubt, disputes between a Settling State and any Participating Subdivision shall not be considered National Disputes; (iii) whether this Agreement and relevant Consent Judgment are binding under state law; (iv) the extent of the Attorney General's or other participating entity's authority under state law, including the extent of the authority to release claims; (v) whether the definition of a Bar, a Case-Specific Resolution, Final Order, lead state agency as described in Section V.D.4.b, Later Litigating Subdivision, Litigating Subdivision, or Threshold Motion have been met; and 36 (vi) all other disputes not specifically identified in Section VLC or Section VLF.2. C. Any Party may request that the National Arbitration Panel provide an interpretation of any provision of the settlement that is relevant to the state court determination, and the National Arbitration Panel shall make reasonable best efforts to supply such interpretation within the earlier of thirty(30) calendar days or the time period required by the state court proceedings. Any Party may submit that interpretation to the state court to the extent permitted by, and for such weight provided by, the state court's rules and procedures. If requested by a Party, the National Arbitration Panel shall request that its interpretation be accepted in the form of an amicus curiae brief, and any attorneys' fees and costs for preparing any such filing shall be paid for by the requesting Party. 2. National Disputes involving a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, and/or a Settling Distributor shall be resolved by the National Arbitration Panel. a. National Disputes are disputes that are not addressed by Section VLC, and which are exceptions to Section VLF.I's presumption of resolution in state courts because they involve issues of interpretation of terms contained in this Agreement applicable to all Settling States without reference to a particular State's law. Disputes between a Settling State and any Participating Subdivision shall not be considered National Disputes. National Disputes are limited to the following: (i) the amount of offset and/or credit attributable to Non- Settling States or the Tribal/W. Va. Subdivision Credit; (ii) issues involving the scope and definition of Product; (iii) interpretation and application of the terms "Covered Conduct," "Released Entities," and "Released Claims"; (iv) the allocation of payments among Settling Distributors as described in Section IV.I; (v) the failure by a Settling Distributor to pay its allocable share of the Annual Payment or of the Additional Restitution Amount in a Payment Year, but for the avoidance of doubt, disputes between a Settling Distributor and a Settling State over the amounts owed only to that state that do not affect any other Settling State shall not be considered National Disputes; (vi) the interpretation and application of the significant financial constraint provision in Section IV.K, including, without limitation, eligibility for and amount of deferrals for any given year, time for repayment, and compliance with restrictions during deferral term; 37 (vii) the interpretation and application of the prepayment provisions as described in Section IV.J; (viii) the interpretation and application of any most-favored- nation provision in Section XIV.E; (ix) questions regarding the performance and/or removal of the Settlement Fund Administrator; (x) replacement of the Monitor, as provided in the Injunctive Relief Terms; (xi) disputes involving liability of successor entities; (xii) disputes that require a determination of the sufficiency of participation in order to qualify for Incentive Payments A, B, or C, as well as disputes over qualification for Participation Tiers; (xiii) disputes involving a Releasor's compliance with, and the appropriate remedy under, Section XI.B.I.A.3; (xiv) disputes requiring the interpretation of Agreement terms that are national in scope or impact, which shall mean disputes requiring the interpretation of Agreement terms that(i) concretely affect four(4) or more Settling States; and (ii) do not turn on unique definitions and interpretations under state law; and (xv) any dispute subject to resolution under Section VLF.1 but for which all parties to the dispute agree to arbitration before the National Arbitration Panel under the provisions of this Section VI.F.2. b. The National Arbitration Panel shall be comprised of three (3) arbitrators. One (1) arbitrator shall be chosen by the Settling Distributors, one (1) arbitrator shall be chosen by the Enforcement Committee with due input from Participating Subdivisions listed on Exhibit G, and the third arbitrator shall be agreed upon by the first two (2) arbitrators. The membership of the National Arbitration Panel is intended to remain constant throughout the term of this Agreement, but in the event that replacements are required, the retiring arbitrator shall be replaced by the party that selected him/her. C. The National Arbitration Panel shall make reasonable best efforts to decide all matters within one hundred eighty (180) calendar days of filing, and in no event shall it take longer than one (1)year. d. The National Arbitration Panel shall conduct all proceedings in a reasonably streamlined process consistent with an opportunity for the parties to be heard. Issues shall be resolved without the need for live witnesses where feasible, 38 and with a presumption in favor of remote participation to minimize the burdens on the parties. e. To the extent allowed under state law, a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, and (at any party's request)the National Arbitration Panel may certify to an appropriate state court any question of state law. The National Arbitration Panel shall be bound by a final state court determination of such a certified question. The time period for the arbitration shall be tolled during the course of the certification process. f. The arbitrators will give due deference to any authoritative interpretation of state law, including any declaratory judgment or similar relief obtained by a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, or Settling Distributor on a state law issue. g. The decisions of the National Arbitration Panel shall be binding on Settling States, Participating Subdivisions, Settling Distributors, and the Settlement Fund Administrator. In any proceeding before the National Arbitration Panel involving a dispute between a Settling State and one or more Settling Distributors whose resolution could prejudice the rights of a Participating Subdivision(s) in that Settling State, such Participating Subdivision(s) shall be allowed to file a statement of view in the proceeding. h. Nothing herein shall be construed so as to limit or otherwise restrict a State from seeking injunctive or other equitable relief in state court to protect the health, safety, or welfare of its citizens. i. Each party shall bear its own costs in any arbitration or court proceeding arising under this Section VI. The costs for the arbitrators on the National Arbitration Panel shall be divided and paid equally by the disputing sides for each individual dispute, e.g., a dispute between a Settling Distributor and Settling States/Participating Subdivisions shall be split fifty percent(50%) by the Settling Distributor and fifty percent(50%)by the Settling States/Participating Subdivisions that are parties to the dispute; a dispute between a Settling State and a Participating Subdivision shall be split fifty percent(50%)by the Settling State that is party to the dispute and fifty percent(50%)by any Participating Subdivisions that are parties to the dispute. 3. Prior to initiating an action to enforce pursuant to this Section VLF, the complaining party must: a. Provide written notice to the Enforcement Committee of its complaint, including the provision of the Consent Judgment and/or Agreement that the practice appears to violate, as well as the basis for its interpretation of the disputed provision. The Enforcement Committee shall establish a reasonable process and timeline for obtaining additional information from the involved 39 parties;provided, however, that the date the Enforcement Committee establishes for obtaining additional information from the parties shall not be more than forty- five (45) calendar days following the notice. The Enforcement Committee may advise the involved parties of its views on the complaint and/or seek to resolve the complaint informally. b. Wait to commence any enforcement action until thirty (30) calendar days after the date that the Enforcement Committee establishes for obtaining additional information from the involved parties. 4. If the parties to a dispute cannot agree on the proper forum for resolution of the dispute under the provisions of Section VI.F.1 or Section VI.F.2, a committee comprising the Enforcement Committee and sufficient representatives of the Settling Distributors such that the members of the Enforcement Committee have a majority of one (1) member will determine the forum where the dispute will be initiated within twenty- eight(28) calendar days of receiving notification of the dispute relating to the proper forum. The forum identified by such committee shall be the sole forum for litigating the issue of which forum will hear the substantive dispute, and the committee's identification of such forum in the first instance shall not be entitled to deference by the forum selected. G. No Effect. Nothing in this Agreement shall be interpreted to limit the Settling State's Civil Investigative Demand ("CID") or investigative subpoena authority, to the extent such authority exists under applicable state law and the CID or investigative subpoena is issued pursuant to such authority, and Settling Distributors reserve all of their rights in connection with a CID or investigative subpoena issued pursuant to such authority. VII. Participation by Subdivisions A. Notice. No later than fifteen(15) calendar days after the Preliminary Agreement Date, the Settling States,with the cooperation of the Settling Distributors, shall send individual written notice of the opportunity to participate in this Agreement and the requirements of participation to all Subdivisions in the Settling States that are (1) Litigating Subdivisions or(2) Non-Litigating Subdivisions listed on Exhibit G. The costs of the written notice to such Subdivisions shall be paid for by the Settling Distributors. The Settling States, with the cooperation of the Settling Distributors, may also provide general notice reasonably calculated to alert Non-Litigating Subdivisions in the Settling States to this Agreement, the opportunity to participate in it, and the requirements for participation. Such notice may include publication and other standard forms of notification, as well as notice to national state and county organizations such as the National Association of Counties and the National League of Cities. The notice will include that the deadline for becoming an Initial Participating Subdivision is the Initial Participation Date. Nothing contained herein shall preclude a Settling State from providing further notice to or otherwise contacting any of its Subdivisions about becoming a Participating Subdivision, including beginning any of the activities described in this paragraph prior to the Preliminary Agreement Date. B. Requirements for Becoming a Participating Subdivision Non-Litigating Subdivisions. A Non-Litigating Subdivision in a Settling State may become a Participating 40 Subdivision by returning an executed Subdivision Settlement Participation Form to the Settlement Fund Administrator specifying (1) that the Subdivision agrees to the terms of this Agreement pertaining to Subdivisions, (2) that the Subdivision releases all Released Claims against all Released Entities, (3) that the Subdivision agrees to use monies it receives, if any, from the Settlement Fund pursuant to the applicable requirements of Section V;provided, however, that Non-Litigating Subdivisions may only use monies originating from the Settlement Fund for purposes that qualify as Opioid Remediation, and (4) that the Subdivision submits to the jurisdiction of the court where the applicable Consent Judgment is filed for purposes limited to that court's role under this Agreement. The required Subdivision Settlement Participation Form is attached as Exhibit K. C. Requirements for Becoming a Participating Subdivision Litigating Subdivisions/Later Litigating Subdivisions. A Litigating Subdivision or Later Litigating Subdivision in a Settling State may become a Participating Subdivision by returning an executed Subdivision Settlement Participation Form to the Settlement Fund Administrator and upon prompt dismissal with prejudice of its lawsuit. A Settling State may require each Litigating Subdivision in that State to specify on the Subdivision Settlement Participation Form whether its counsel has waived any contingency fee contract with that Participating Subdivision and whether, if eligible, it intends to seek fees pursuant to Exhibit R. The Settlement Fund Administrator shall provide quarterly reports of this information to the parties organized by Settling State. A Litigating Subdivision or Later Litigating Subdivision may not become a Participating Subdivision after the completion of opening statements in a trial of the lawsuit it brought that includes a Released Claim against a Released Entity. D. Initial Participating Subdivisions. A Subdivision qualifies as an Initial Participating Subdivision if it meets the applicable requirements for becoming a Participating Subdivision set forth in Section VII.B or Section VII.0 by the Initial Participation Date. All Subdivision Settlement Participation Forms shall be held in escrow by the Settlement Fund Administrator until the Reference Date. E. Later Participating Subdivisions. A Subdivision that is not an Initial Participating Subdivision may become a Later Participating Subdivision by meeting the applicable requirements for becoming a Participating Subdivision set forth in Section VII.B or Section VII.0 after the Initial Participation Date and by agreeing to be subject to the terms of a State- Subdivision Agreement (if any) or any other structure adopted or applicable pursuant to Section V.D or Section V.E. The following provisions govern what a Later Participating Subdivision can receive (but do not apply to Initial Participating Subdivisions): 1. Except as provided in Section IV.C, a Later Participating Subdivision shall not receive any share of any Annual Payment due before it became a Participating Subdivision. 2. A Later Participating Subdivision that becomes a Participating Subdivision after July 15, 2022 shall receive seventy-five percent (75%) of the share of future base or incentive payments that it would have received had it become a Later Participating Subdivision prior to that date (unless the Later Participating Subdivision is subject to Section VII.E.3 or Section VILE.4). 41 3. A Later Participating Subdivision that, after the Initial Participation Date, maintains a lawsuit for a Released Claim(s) against a Released Entity and has judgment entered against it on every such Claim before it became a Participating Subdivision(other than a consensual dismissal with prejudice) shall receive fifty percent(50%) of the share of future base or incentive payments that it would have received had it become a Later Participating Subdivision prior to such judgment;provided, however, that if the Subdivision appeals the judgment and the judgment is affirmed with finality before the Subdivision becomes a Participating Subdivision, the Subdivision shall not receive any share of any base payment or incentive payments. 4. A Later Participating Subdivision that becomes a Participating Subdivision while a Bar or Case-Specific Resolution involving a different Subdivision exists in its State shall receive twenty-five percent (25%) of the share of future base or incentive payments that it would have received had it become a Later Participating Subdivision without such Bar or Case-Specific Resolution. F. No Increase in Payments. Amounts to be received by Later Participating Subdivisions shall not increase the payments due from the Settling Distributors. G. Ineligible Subdivisions. Subdivisions in Non-Settling States and Prior Litigating Subdivisions are not eligible to be Participating Subdivisions. H. Non-Participating Subdivisions. Non-Participating Subdivisions shall not directly receive any portion of any Annual Payment, including from the State Fund and direct distributions from the Abatement Accounts Fund; however, a Settling State may choose to fund future Opioid Remediation that indirectly benefits Non-Participating Subdivisions. I. Unpaid Allocations to Later Participating Subdivisions and Non-Participating Subdivisions. Any base payment and incentive payments allocated pursuant to Section V.D to a Later Participating Subdivision or Non-Participating Subdivision that cannot be paid pursuant to this Section VII, including the amounts that remain unpaid after the reductions required by Section VII.E.2 through Section VILE., will be allocated to the Abatement Accounts Fund for the Settling State in which the Subdivision is located, unless those payments are redirected elsewhere by a State-Subdivision Agreement or by a Statutory Trust. VIII. Condition to Effectiveness of Agreement and Filing of Consent Judgment A. Determination to Proceed With Settlement. 1. The Settling States shall confer with legal representatives of the Participating Subdivisions listed on Exhibit G and inform the Settling Distributors no later than fifteen (15) calendar days prior to the Reference Date whether there is sufficient participation to proceed with this Agreement. Within seven (7) calendar days of informing the Settling Distributors that there is sufficient participation to proceed, the Settling States will deliver all signatures and releases required by the Agreement to be provided by the Settling States to the Settling Distributors. 42 2. If the Settling States inform Settling Distributors that there is sufficient participation, the Settling Distributors will then determine on or before the Reference Date whether there is sufficient State participation and sufficient resolution of the Claims of the Litigating Subdivisions in the Settling States (through participation under Section VII, Case-Specific Resolution(s) and Bar(s)) to proceed with this Agreement. The determination shall be in the sole discretion of the Settling Distributors and may be based on any criteria or factors deemed relevant by the Settling Distributors. B. Notice by Settling Distributors. On or before the Reference Date, the Settling Distributors shall inform the Settling States of their determination pursuant to Section VIIIA. If the Settling Distributors determine to proceed, the Parties will proceed to file the Consent Judgments and the obligations in the Subdivision Settlement Participation Forms will be effective and binding as of the Reference Date. If the Settling Distributors determine not to proceed, this Agreement will have no further effect, any amounts placed in escrow for Payment Year 1, including funds referenced in Section IV.C.1, Section IX, Section X, and Exhibit M, shall be returned to the Settling Distributors, and all releases (including those contained in Subdivision Settlement Participation Forms) and other commitments or obligations contained herein or in Subdivision Settlement Participation Forms will be void. C. Determination of the Participation Tier. 1. On the Reference Date,provided that Settling Distributors determine to proceed with this Agreement, the Settlement Fund Administrator shall determine the Participation Tier. The criteria used to determine the Participation Tier are set forth in Exhibit H. Any disputes as to the determination of the Participation Tier shall be decided by the National Arbitration Panel. 2. The Participation Tier shall be redetermined by the Settlement Fund Administrator annually as of the Payment Date, beginning with Payment Year 3, pursuant to the criteria set forth in Exhibit H. 3. After Payment Year 6, the Participation Tier cannot move higher, unless this restriction is waived by the Settling Distributors. 4. In the event that a Participation Tier redetermination moves the Participation Tier higher, and that change is in whole or in part as a result of the post- Reference Date enactment of a Bar and there is later a Revocation Event with respect to such Bar, then on the next Payment Date that is at least one hundred eighty(180) calendar days after the Revocation Event, the Participation Tier shall move down to the Participation Tier that would have applied had the Bar never been enacted, unless the Bar is reinstated or all Subdivisions affected by the Revocation Event become Participating Subdivisions within one hundred eighty (180) calendar days of the Revocation Event. This is the sole circumstance in which, on a nationwide basis, the Participation Tier can move down. 5. In the event that there is a post-Reference Date Revocation Event with respect to a Bar that was enacted in a Settling State prior to the Reference Date, then, on 43 the next Payment Date that is at least one hundred eighty(180) calendar days after the Revocation Event, unless the Bar is reinstated or all Subdivisions affected by the Revocation Event become Participating Subdivisions within one hundred eighty(180) calendar days of the Revocation Event, the Participation Tier shall decrease —solely for the State in which the Revocation Event occurred—to the Participation Tier commensurate with the percentage of Litigating Subdivisions in that State that are Participating Subdivisions and the percentage of Non-Litigating Subdivisions that are both Primary Subdivisions and Participating Subdivisions, according to the criteria set forth in Exhibit G, except that the calculations shall be performed as to that State alone. For the avoidance of doubt and solely for the calculation in this subparagraph, the Settling States Column of Exhibit H shall play no role. This is the sole circumstance in which one Settling State will have a different Participation Tier than other Settling States. 6. The redetermination of the Participation Tier under Section VIILC.2 shall not affect payments already made or suspensions, offsets, or reductions already applied. IX. Additional Restitution A. Additional Restitution Amount. Pursuant to the schedule set forth in Exhibit M and subject to the reduction specified in Section IX.B, the Settling Distributors shall pay an Additional Restitution Amount to the Settling States listed in Exhibit N. Such funds shall be paid, on the schedule set forth on Exhibit M, on the Payment Date for each relevant Payment Year to such Settling States as allocated by the Settlement Fund Administrator pursuant to Exhibit N. B. Reduction of Additional Restitution Amount. In the event that any Non-Settling States appear on Exhibit N, the amounts owed by Settling Distributors pursuant to this Section IX shall be reduced by the allocations set forth on Exhibit N for any such Non-Settling States. C. Use of Funds. All funds paid as an Additional Restitution Amount shall be part of the Compensatory Restitution Amount, shall be used for Opioid Remediation, except as allowed by Section V.13.2, and shall be governed by the same requirements as specified in Section V.F. X. Plaintiffs' Attorneys' Fees and Costs The Agreement on Attorneys' Fees, Expenses and Costs is set forth in Exhibit R and incorporated herein by reference. The Agreement on the State Outside Counsel Fee Fund and Agreement on the State Cost Fund Administration are set forth in Exhibit S and Exhibit T, respectively, and are incorporated herein by reference. XI. Release A. Scope. As of the Effective Date, the Released Entities are hereby released and forever discharged from all of the Releasors' Released Claims. Each Settling State (for itself and its Releasors) and Participating Subdivision hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in 44 any forum whatsoever. The releases provided for in this Agreement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of each Settling State and its Attorney General to release claims. This Agreement shall be a complete bar to any Released Claim. B. Claim-Over and Non-Party Settlement. 1. It is the intent of the Parties that: a. Released Entities should not seek contribution or indemnification (other than pursuant to an insurance contract), from other parties for their payment obligations under this Agreement; b. the payments made under this Agreement shall be the sole payments made by the Released Entities to the Releasors involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity); C. Claims by Releasors against non-Parties should not result in additional payments by Released Entities, whether through contribution, indemnification or any other means; and d. the Agreement meets the requirements of the Uniform Contribution Among Joint Tortfeasors Act and any similar state law or doctrine that reduces or discharges a released party's liability to any other parties. The provisions of this Section XI.B are intended to be implemented consistent with these principles. This Agreement and the releases and dismissals provided for herein are made in good faith. 2. No Released Entity shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association, distributor, or health care practitioner;provided that a Released Entity shall be relieved of this prohibition with respect to any entity that asserts a Claim- Over against it. For the avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts. 3. To the extent that, on or after the Reference Date, any Releasor enters into a Non-Party Settlement, including in any bankruptcy case or through any plan of reorganization(whether individually or as a class of creditors), the Releasor will include (or in the case of a Non-Party Settlement made in connection with a bankruptcy case, will cause the debtor to include), unless prohibited from doing so under applicable law, in the Non-Party Settlement a prohibition on contribution or indemnity of any kind substantially equivalent to that required from the Settling Distributors in Section XI.B.2, or a release from such Non-Released Entity in favor of the Released Entities (in a form equivalent to the releases contained in this Agreement) of any Claim-Over. The obligation to obtain 45 the prohibition and/or release required by this subsection is a material term of this Agreement. 4. In the event that any Releasor obtains a judgment with respect to Non- Party Covered Conduct against a Non-Released Entity that does not contain a prohibition like that described in Section XI.B.3, or any Releasor files a Non-Party Covered Conduct Claim against a Non-Released Entity in bankruptcy or a Releasor is prevented for any reason from obtaining a prohibition/release in a Non-Party Settlement as provided in Section XI.B.3, and such Non-Released Entity asserts a Claim-Over against a Released Entity, the Released Entity shall be relieved of the prohibition in Section XI.B.2 with respect to that Non-Released Entity and that Releasor and the Settling Distributors shall take the following actions to ensure that the Released Entities do not pay more with respect to Covered Conduct to Releasors or to Non-Released Entities than the amounts owed under this Settlement Agreement by the Settling Distributors: a. Settling Distributors shall notify that Releasor of the Claim-Over within sixty (60) calendar days of the assertion of the Claim-Over or sixty (60) calendar days of the Effective Date of this Settlement Agreement, whichever is later; b. Settling Distributors and that Releasor shall meet and confer concerning the means to hold Released Entities harmless and ensure that they are not required to pay more with respect to Covered Conduct than the amounts owed by Settling Distributors under this Agreement; C. That Releasor and Settling Distributors shall take steps sufficient and permissible under the law of the State of the Releasor to hold Released Entities harmless from the Claim-Over and ensure Released Entities are not required to pay more with respect to Covered Conduct than the amounts owed by Settling Distributors under this Agreement. Such steps may include, where permissible: (i) Filing of motions to dismiss or such other appropriate motion by Settling Distributors or Released Entities, and supported by Releasors, in response to any claim filed in litigation or arbitration; (ii) Reduction of that Releasors' Claim and any judgment it has obtained or may obtain against such Non-Released Entity by whatever amount or percentage is necessary to extinguish such Claim- Over under applicable law, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (iii) Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Over; (iv) Return of monies paid by Settling Distributors to that Releasor under this Settlement Agreement to permit satisfaction of a 46 judgment against or settlement with the Non-Released Entity to satisfy the Claim-Over; (v) Payment of monies to Settling Distributors by that Releasor to ensure they are held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (vi) Credit to the Settling Distributors under this Agreement to reduce the overall amounts to be paid under the Agreement such that they are held harmless from the Claim-Over; and (vii) Such other actions as that Releasor and Settling Distributors may devise to hold Settling Distributors harmless from the Claim-Over. d. The actions of that Releasor and Settling Distributors taken pursuant to paragraph (c) must, in combination, ensure Settling Distributors are not required to pay more with respect to Covered Conduct than the amounts owed by Settling Distributors under this Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph(c), that Releasor and the Settling Distributors may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph(c) sufficient to hold Released Entities fully harmless. In the event that the Panel's actions do not result in Released Entities being held fully harmless, Settling Distributors shall have a claim for breach of this Agreement by Releasors, with the remedy being payment of sufficient funds to hold Settling Distributors harmless from the Claim-Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Settling Distributors may have. 5. To the extent that the Claim-Over is based on a contractual indemnity, the obligations under Section XI.B.4 shall extend solely to a Non-Parry Covered Conduct Claim against a pharmacy, clinic, hospital or other purchaser or dispenser of Products, a manufacturer that sold Products, a consultant, and/or a pharmacy benefit manager or other third-parry payor. Each Settling Distributor shall notify the Settling States, to the extent permitted by applicable law, in the event that any of these types of Non-Released Entity asserts a Claim-Over arising out of contractual indemnity against it. B. Indemnification and Contribution Prohibited. No Released Entity shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory, from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-parry vendor, trade association, distributor, or health care practitioner. For the 47 avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts. C. General Release. In connection with the releases provided for in this Agreement, each Settling State (for itself and its Releasors) and Participating Subdivision expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any State or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads: General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that if known by him or her, would have materially affected his or her settlement with the debtor or released party. A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Settling State (for itself and its Releasors) and Participating Subdivision hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Settling States' decision to enter into this Agreement or the Participating Subdivisions' decision to participate in this Agreement. D. Assigned Interest Waiver. To the extent that any Settling State has any direct or indirect interest in any rights of a third-party that is a debtor under the Bankruptcy Code as a result of a claim arising out of Covered Conduct by way of assignment or otherwise, including as a result of being the beneficiary of a trust or other distribution entity, to assert claims against a Settling Distributor(whether derivatively or otherwise), under any legal or equitable theory, including for indemnification, contribution, or subrogation, such Settling State waives the right to assert any such claim, or to receive a distribution or any benefit on account of such claim and such claim, distribution, or benefit shall be deemed assigned to such Settling Distributor. E. Res Judicata. Nothing in this Agreement shall be deemed to reduce the scope of the res judicata or claim preclusive effect that the settlement memorialized in this Agreement, and/or any Consent Judgment or other judgment entered on this Agreement, gives rise to under applicable law. F. Representation and Warranty. The signatories hereto on behalf of their respective Settling States expressly represent and warrant that they have (or have obtained, or will obtain no later than the Initial Participation Date) the authority to settle and release, to the maximum extent of the State's power, all Released Claims of(1) their respective Settling States, (2) all past and present executive departments, state agencies, divisions, boards, commissions and instrumentalities with the regulatory authority to enforce state and federal controlled substances acts, and (3) any of their respective Settling State's past and present executive departments, agencies, divisions, boards, commissions and instrumentalities that have the authority to bring Claims related to Covered Conduct seeking money (including abatement and/or remediation) or 48 revocation of a pharmaceutical distribution license. For the purposes of clause 3 above, executive departments, agencies, divisions, boards, commissions, and instrumentalities are those that are under the executive authority or direct control of the State's Governor. Also for the purposes of clause (3), a release from a State's Governor is sufficient to demonstrate that the appropriate releases have been obtained. G. Effectiveness. The releases set forth in this Agreement shall not be impacted in any way by any dispute that exists, has existed, or may later exist between or among the Releasors. Nor shall such releases be impacted in any way by any current or future law, regulation, ordinance, or court or agency order limiting, seizing, or controlling the distribution or use of the Settlement Fund or any portion thereof, or by the enactment of future laws, or by any seizure of the Settlement Fund or any portion thereof. H. Cooperation. Releasors (1)will not encourage any person or entity to bring or maintain any Released Claim against any Released Entity and (2) will reasonably cooperate with and not oppose any effort by Settling Distributors to secure the prompt dismissal of any and all Released Claims. L Non-Released Claims. Notwithstanding the foregoing or anything in the definition of Released Claims, this Agreement does not waive, release or limit any criminal liability, Claims for liability under tax law, Claims under securities law by a State Releasor as investor, Claims against parties who are not Released Entities, Claims by private individuals, and any claims arising under this Agreement for enforcement of this Agreement. XII. Later Litigating Subdivisions A. Released Claims against Released Entities. Subject to Section XILB, the following shall apply in the event a Later Litigating Subdivision in a Settling State maintains a lawsuit for a Released Claim against a Released Entity after the Reference Date: I. The Released Entity shall take ordinary and reasonable measures to defend the action, including filing a Threshold Motion with respect to the Released Claim. The Released Entity shall further notify the Settling State and Settlement Fund Administrator immediately upon notice of a Later Litigating Subdivision bringing a lawsuit for a Released Claim, and shall not oppose a Settling State's submission in support of the Threshold Motion. 2. The provisions of this Section XII.A.2 apply if the Later Litigating Subdivision is a Primary Subdivision (except as provided in Section XILA.2.f): a. If a lawsuit including a Released Claim survives until the Suspension Deadline for that lawsuit, the Settlement Fund Administrator shall calculate the Suspension Amount applicable to the next Payment due from the Settling Distributor(s) at issue and apportioned to the State of the Later Litigating Subdivision and to Subdivisions in that State;provided, however, that the Suspension Amount for a Payment Year cannot exceed the Suspension Cap. The Suspension Amount shall be paid into the Settlement Fund Escrow account. If the Suspension Amount exceeds the Suspension Cap for that Payment Year, then the 49 remaining amount will be paid into the Settlement Fund Escrow in the following Payment Year, subject to the Suspension Cap for that Payment Year, and so forth in each succeeding Payment Year until the entire Suspension Amount has been paid into the Settlement Fund Escrow or the Released Claim is resolved, as provided below, whichever comes first. A suspension does not apply during the pendency of any appeal dismissing the lawsuit for a Released Claim in whole. b. If the Released Claim is resolved with finality without requirement of payment by the Released Entity, the placement of any remaining balance of the Suspension Amount into the Settlement Fund Escrow shall cease and the Settlement Fund Administrator shall immediately transfer amounts in the Settlement Fund Escrow on account of the suspension to the Settling State at issue and its Participating Subdivisions. The lawsuit will not cause further suspensions unless the Released Claim is reinstated upon further review, legislative action, or otherwise. C. If the Released Claim is resolved with finality on terms requiring payment by the Released Entity, the Settlement Fund Administrator will transfer the amounts in the Settlement Fund Escrow on account of the suspension to the Settling Distributor(s) at issue necessary to satisfy the payment obligation of the Released Entity to the relevant Later Litigating Subdivision. If any balance remains in the Settlement Fund Escrow on account of the suspension after transfer of the amount necessary to satisfy the payment obligation, the Settlement Fund Administrator will immediately transfer the balance to the Settling State at issue and its Participating Subdivisions. If the payment obligation of the Released Entity to the relevant Later Litigating Subdivision exceeds the amounts in the Settlement Fund Escrow on account of the suspension, the Settling Distributor at issue shall receive a dollar-for-dollar offset, subject to the yearly Offset Cap, for the excess amount against its obligation to pay its allocable share of Annual Payments that would be apportioned to the Settling State at issue and to its Subdivisions. The offset shall be applied as follows: first against the Settling Distributor's allocable share of the Annual Payment due in Payment Year 18, up to the Offset Cap for that Payment Year, with any remaining amounts above the Offset Cap applied against the Settling Distributor's allocable share of the Annual Payment due in Payment Year 17, up to the Offset Cap for that Payment Year, and so forth for each preceding Payment Year until the entire amount to be offset has been applied or no future Payment Years remain. d. If the lawsuit asserting a Released Claim is resolved with finality on terms requiring payment by the Released Entity, and the Released Claim did not give rise to a suspension of any Settling Distributor's portion of any Annual Payments (e.g., because it was resolved during Payment Years 1 or 2, during which all Settling States are deemed eligible for Incentive Payment A and thus no suspension of payments took place, as provided by Section XII.B), the Settling Distributor at issue shall receive a dollar-for-dollar offset, subject to the yearly Offset Cap, for the amount paid. The offset shall be applied against the relevant Settling Distributor's allocable portion of the Annual Payments starting in 50 Payment Year 18 and working backwards as set forth in Section XII.A.2.c. If the lawsuit for a Released Claim is otherwise resolved by the Released Entity, without the Settling Distributor filing a Threshold Motion despite an opportunity to do so, and the Released Claim did not give rise to a suspension of any Settling Distributor's portion of any Annual Payments, the Settling Distributor at issue shall not receive any offset for the amount paid. e. If more than one Primary Subdivision in a Settling State becomes a Later Litigating Subdivision, a single Suspension Cap applies and the total amounts deducted from the share of the Annual Payment allocated to the Settling State and its Participating Subdivisions in a given Payment Year cannot exceed the Suspension Cap. For the avoidance of doubt, an individual Primary Subdivision shall not trigger more than one suspension regardless if it(or any of its officials) is named as multiple plaintiffs in the same lawsuit. f. This Section XII.A.2 shall not apply with respect to a Primary Subdivision that is either(i) a Later Litigating Subdivision under clause 3 of the definition of that term solely because a legislative Bar or legislative Case-Specific Resolution applicable as of the Reference Date is invalidated by judicial decision after the Reference Date or (ii) a Later Litigating Subdivision under clause 4 of the definition of that term. Such a Primary Subdivision shall be treated as a General Purpose Government under Section XII.A.3. 3. The terms of this Section XII.A.3 apply if a the Later Litigating Subdivision is not a Primary Subdivision (except for Primary Subdivisions referenced in Section XII.A.2-D but is a General Purpose Government, School District, Health District or Hospital District: if the Released Claim is resolved with finality on terms requiring payment by the Released Entity, the Settling Distributor at issue shall receive a dollar- for-dollar offset, subject to the yearly Offset Cap, for the amount paid against its portion of the obligation to make Annual Payments that would be apportioned to the Settling State at issue and to its Subdivisions. The offset shall be applied as follows: first against the relevant Settling Distributor's allocable share of the Annual Payment due in Payment Year 18, up to the Offset Cap for that Payment Year, with any remaining amounts above the Offset Cap applied against the Payment due in Payment Year 17, up to the Offset Cap for that Payment Year, and so forth for each preceding Payment Year until the entire amount to be offset has been applied or no future Payment Year remains. If the Released Claim is resolved on terms requiring payment during the first two (2) Payment Years, in no case will any amounts be offset against the amounts due in Payment Years 1 and 2. 4. In no event shall the total of Suspension Amounts and offsets pursuant to this Section applicable to a Settling State in a Payment Year for that Payment Year exceed the Offset Cap for that State. If, in a Payment Year, the total of Suspension Amounts and offsets applicable to a Settling State exceeds the Offset Cap, the Suspension Amounts shall be reduced so that the total of Suspension Amounts and offsets equals the Offset Cap. 51 5. For the avoidance of doubt, any offset pursuant to this Section XII in a Settling State that is not eligible for Incentive Payment A shall continue to apply even if the Settling State at issue subsequently becomes eligible for Incentive Payment A. 6. "Terms requiring payment" shall mean (i) a final monetary judgment or (ii) a settlement;provided that the Released Entity sought the applicable State Attorney General's consent to the settlement and such consent was either obtained or unreasonably withheld. Should the judgment or settlement resolve claims that are not Released Claims, the offset shall be for the Released Claims portion only, which shall be distinguishable in the judgment or settlement. B. Exceptions. 1. Section XILA shall not apply where the Settling State at issue meets the eligibility criteria for and is entitled to Incentive Payment A for the Payment Year at issue, except as expressly provided therein. For the avoidance of doubt, because all Settling States are deemed eligible for Incentive Payment A for Payment Years I and 2 under Section IV.F.I.c, a suspension of Payments under Section XII.A.2 shall not apply to any Settling States for those Payment Years. 2. An offset under Section XII.A.2 and Section XII.A.3 shall not apply where the Later Litigating Subdivision opted out of a Settlement Class Resolution in the Settling State at issue that was in full force and effect in that Settling State as of the due date of the payment for Payment Year 2 and remains in full force and effect;provided that an offset relating to that Subdivision may apply under Section XIII. 3. Section XII.A shall not apply where the Later Litigating Subdivision seeks less than $10 million, or so long as its total claim is reduced to less than $10 million, in the lawsuit for a Released Claim at issue. 4. An offset under Section XII.A.3 shall not apply where the applicable Participation Tier is Participation Tier 1 and the population of the Later Litigating Subdivision is under 10,000. 5. If the applicable Participation Tier is Participation Tier 2 or higher, and the Later Litigating Subdivision has a population less than 10,000, the offset under Section XII.A.3 shall only apply to amounts paid pursuant to a settlement or judgment that are over $10 million per case or resolution. Any type of consolidated or aggregated or joined or class actions, however styled, shall be considered a single case, and any resolutions that occur within a sixty(60) calendar day period of each other and involve Later Litigating Subdivisions that share common counsel and/or are created by the same or related judgments, settlement agreements, or other instruments or are conditioned upon one another, shall be considered a single resolution. For the avoidance of doubt, any such case or resolution shall have only a single $10,000,000 exemption from the offset under Section XII.A.3. C. No Effect on Other Provisions. A suspension or offset under Section XII.A shall not affect the Injunctive Relief Terms or the Consent Judgment. 52 D. No Effect on Other States. A suspension or offset under Section XII.A applicable to one State shall not affect the allocation or payment of the Annual Payment to other Settling States. XIII. Reductions/Offsets A. Non-Settling States. Non-Settling States shall not be eligible for any payments or have any rights in connection with this Agreement. Accordingly, the stated maximum dollar amounts of the payments specified in Exhibit M are reduced by the aggregate Overall Allocation Percentage of Non-Settling States as set forth in Exhibit F. B. Offset Relating to Incentive Payment A. If a Settling State is not eligible for Incentive Payment A at the third Payment Date, the Settling Distributors shall receive an offset with respect to that State.10 The offset shall be the dollar amount difference between(1) the total amount of the Incentive Payment A due from the Settling Distributors on the Effective Date and on the Payment Date for Payment Year 2 allocated to that State and its Participating Subdivisions, and(2) the total amount of Incentive Payments B and C that would have been due from the Settling Distributors on the Effective Date and on the Payment Date for Payment Year 2 so allocated but for the State's deemed eligibility for Incentive Payment A. The offset shall be applied in equal installments to reduce the Annual Payments for Payment Years 3 through 7 that would be apportioned to that State and to its Subdivisions, and shall remain applicable even if that State subsequently becomes eligible for Incentive Payment A. C. Settlement Class Resolution Opt Outs. If a Settling State is eligible for Incentive Payment A on the basis of a Settlement Class Resolution, and a Primary Subdivision that opted out of the Settlement Class Resolution maintains a lawsuit asserting a Released Claim against a Released Entity, the following shall apply. If the lawsuit asserting a Released Claim either survives a Threshold Motion or has an unresolved Threshold Motion fewer than sixty(60) calendar days prior to the scheduled start of a trial involving a Released Claim, and is resolved with finality on terms requiring payment by the Released Entity, the Settling Distributor at issue shall receive a dollar-for-dollar offset for the amount paid against its obligation to make remaining Incentive Payment A payments that would be apportioned to that State and to its Subdivisions. For the avoidance of doubt, an offset shall not be applicable under this subsection if it is applicable under Section XII.A with respect to the Subdivision at issue. D. Revoked Bar, Settlement Class Resolution, or Case-Specific Resolution. If the Settling Distributors made any Annual Payments that included any incentive payments earned as a result of the existence of a Bar, Settlement Class Resolution, or Case-Specific Resolution in a Settling State, and there is subsequently a Revocation Event with respect to that Bar, Settlement Class Resolution, or Case-Specific Resolution after the determination of the amount of such Annual Payment, the Settling Distributors shall receive a dollar-for-dollar offset against the portion of remaining Annual Payments that would be allocated to that State and its Participating Subdivisions. This offset will be calculated as the dollar amount difference between(1) the total amount of incentive payments paid by the Settling Distributors by virtue of the Bar, Settlement 10 For purposes of this provision,in determining whether a Settling State would not be eligible for Incentive Payment A for Payment Year 3,the criteria set forth in Section IV.F.Lb shall apply to that Payment Year. 53 Class Resolution, or Case-Specific Resolution subject to the Revocation Event and(2) the total amount of incentive payments that would have been due from the Settling Distributors during that time had the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the Revocation Event not been in effect. The amount of incentive payments that would have been due, referenced in clause (2) above,will be calculated one hundred eighty (180) calendar days after the Revocation Event; for purposes of calculating the amount of incentive payments that would have been due, any relevant Subdivision shall be included as a Participating Subdivision if. (1) its Released Claims are extinguished by any subsequent Bar, Settlement Class Resolution, or Case-Specific Resolution in effect as of the date of such calculation, or(2) it becomes a Participating Subdivision(in addition to all other Participating Subdivisions)prior to the date of such calculation. E. Certain Taxes. Amounts paid by a Settling Distributor under an Opioid Tax in a Settling State in a Payment Year shall give rise to a dollar-for-dollar offset against that Settling Distributor's obligation to pay its share of the Annual Payment in that Payment Year that would be allocated to the taxing State or its Participating Subdivisions. If such amounts paid exceed that Settling Distributor's allocable share of the Annual Payment allocable to the taxing State or its Participating Subdivisions in that Payment Year, the excess shall carry forward as an offset against its allocable share of remaining Annual Payments that would be allocated to the taxing State or its Participating Subdivisions F. Not Subject to Suspension Cap or Offset Cap. For the avoidance of doubt, neither the Suspension Cap nor the Offset Cap apply to the offsets and reductions set forth in this Section XIII. XIV. Miscellaneous A. Population of General Purpose Governments. The population figures for General Purpose Governments shall be the published U.S. Census Bureau's population estimates for July 1, 2019, released May 2020. These population figures shall remain unchanged during the term of this Agreement." B. Population of Special Districts. For any purpose in this Agreement in which the population of a Special District is used other than Section IV.F.l.b: (a) School Districts' population will be measured by the number of students enrolled who are eligible under the Individuals with Disabilities Education Act("IDEA") or Section 504 of the Rehabilitation Act of 1973; (b)Health Districts' and Hospital Districts' population will be measured at twenty-five percent(25%) of discharges; and (c) all other Special Districts' (including Fire Districts' and Library Districts')population will be measured at ten percent(10%) of the population served. The Settling Distributors and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section prior to the Preliminary Agreement Date. " The estimates for counties and parishes were accessed at https://www.census.gov/data/datasets/time- series/demo/popest/2010s-countiestotal.html. The estimates for cities and towns can currently be found at https://www.census.gov/data/datasets/time-series/demo/popest/2010s-total-c ities-and-towns.html. 54 C. Population Associated with Sheriffs. For any purpose in this Agreement in which the population associated with a lawsuit by a sheriff is used, the population will be measured at twenty percent(20%) of the capacity of the jail(s) operated by the sheriff. D. No Admission. The Settling Distributors do not admit liability or wrongdoing. Neither this Agreement nor the Consent Judgments shall be considered, construed or represented to be (1) an admission, concession or evidence of liability or wrongdoing or(2) a waiver or any limitation of any defense otherwise available to the Settling Distributors. E. Most-Favored-Nation Provision.—Settling States. 1. If, after the Reference Date, any Settling Distributor enters into any settlement agreement with any Non-Settling State that resolves Claims similar in scope to the Claims released by a Settling State under this Agreement on overall payment terms that are more favorable to such Non-Settling State than the overall payment terms of the Agreement(after due consideration of relevant differences in population or other appropriate factors), then the Settling States, individually or collectively, may elect to seek review, pursuant to Section XIV.E.3, of the overall payment terms of this Agreement and the Non-Settling State agreement so that such Settling State(s) may obtain, with respect to that Settling Distributor, overall payment terms at least as favorable as those obtained by such Non-Settling State. "Overall payment terms" refers to consideration of all payment terms of the two agreements, taken together, including, but not limited to the amount of payments, the timing of payments, and conditions or contingencies on payments. 2. For any settlement with a Non-Settling State involving Released Claims that is entered into after the Reference Date, Settling Distributors shall provide the Enforcement Committee with a copy of the settlement agreement or relevant consent judgment within thirty (30) calendar days of the consummation of such settlement. The Enforcement Committee will promptly distribute such copy to all Settling States. 3. In the event that one or more Settling State(s) believes that the overall payment terms of an agreement by a Settling Distributor with a Non-Settling State are more favorable to the Non-Settling State, when compared based on the totality of the considerations set forth in Section XIV.E.1, the Settling State(s) and the Settling Distributor shall engage in the following process: a. The Settling State(s) shall provide notice, within sixty (60) calendar days of the date on which a settlement agreement or consent judgment is provided to the Enforcement Committee, to the Settling Distributor of its (their) intent to seek revision of this Agreement to provide payment terms that are, on an overall basis, as favorable as those obtained by the Non-Settling State. Such notice shall be confidential and not disclosed publicly to the extent allowed by law and shall state, in detail, the basis for the State's (States')belief that it(they) is entitled to a revision of the Agreement. 55 b. The Settling Distributor shall, within thirty (30) calendar days, provide a response to the Settling State(s), explaining its position, in detail, as to whether the Settling State(s) is entitled to more favorable overall payment terms than those provided for in this Agreement. C. In the event the Settling State(s) and Settling Distributor do not reach agreement as to the application of Section XIV.E.1, the Settling State(s) may petition the National Arbitration Panel to seek a ruling from the Panel as to the applicability of Section XIV.E.1,provided that the Settling State(s) may seek such review only if at least five (5) Settling States co-sign the petition. The Panel shall consider submissions and argument by the parties pursuant to the procedures set forth in Section VI.F.2. d. The Settling State(s) and the Settling Distributor shall be bound by the determination of the National Arbitration Panel. 4. This Section XIV.E does not apply to, and there is no ability of any Settling State to seek or obtain revision of this Agreement based on, any Non-Settling State agreement with any Settling Distributor that is entered into with: (a) a Non-Settling State after a date sixty (60) calendar days prior to the scheduled start date of a trial between any Settling Distributor and the Non-Settling State or any severed or bifurcated portion thereof, provided that, where, in order to complete a settlement, a Non-Settling State and a Settling Distributor jointly request an adjournment of the scheduled start date of a trial within sixty (60) days of that date, this exception will apply as if the trial date had not been adjourned; (b) a Non-Settling State that previously litigated to judgment a case related to opioids against any manufacturer, distributor, or pharmacy; or(c) a Non- Settling State that has obtained any court order or judicial determination that grants judgment(in whole or in part) against any Settling Distributor. For avoidance of doubt, the National Arbitration Panel shall have no power to review agreements described in this paragraph. 5. This Section XIV.E does not apply to, and there is no ability of any Settling State to seek or obtain revision of this Agreement based on, any agreement between a Settling Distributor and(a) federally-recognized tribe(s) or(b)West Virginia subdivisions or (c)Non-Participating Subdivisions. This Section XIV.E will not apply to any agreement entered into more than eighteen (18) months after the Reference Date. F. Tax Cooperation and Reporting. 1. Upon request by any Settling Distributor, the Settling States and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for the Settling Distributors to establish the statements set forth in Section V.E.3 to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-2 1(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance. 56 2. Without limiting the generality of Section XIV.F.1, each Settling State and Participating Subdivision shall cooperate in good faith with any Settling Distributor with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. 3. The Designated State, as defined in Section I.P as New York, on behalf of all Settling States and Participating Subdivisions, shall designate one of its officers or employees to act as the"appropriate official" within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the "Appropriate Officiar'). The Designated State shall direct and ensure that the Appropriate Official timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit U, Exhibit V, and Exhibit W with respect to each of the Settling Distributors and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by the respective Settling Distributors, and(b) provides to each of the Settling Distributors a copy of(i) the IRS Form 1098-F filed with respect to such Settling Distributor and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. Any such form, return, or statement shall be prepared and filed in a manner fully consistent with Section V.E.3. 4. The Settling States and Participating Subdivisions agree that any return, amended return, or written statement filed or provided pursuant to paragraph 3, and any similar document, shall be prepared and filed in a manner consistent with reporting each Settling Distributor's portion of the Global Settlement Amount as the"Total amount to be paid" pursuant to this Agreement in Box 1 of IRS Form 1098-F and each Settling Distributor's portion of the Compensatory Restitution Amount as "Restitution/remediation amount" in Box 2 of IRS Form 1098-F, as reflected in the attached Exhibit U, Exhibit V, and Exhibit W. If the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XIVY other than an IRS Form 1098-F in the form attached as Exhibit U, Exhibit V, and Exhibit W, the Designated State shall direct and ensure that the Appropriate Official provides to each Settling Distributor a draft of such return, amended return, or written statement in respect of such Settling Distributor no later than sixty (60) calendar days prior to the due date thereof and shall accept and reflect any reasonable comments of such Settling Distributor on the return, amended return, or written statement in respect of such Settling Distributor. 5. For the avoidance of doubt, neither the Settling Distributors nor the Settling States and Participating Subdivisions make any warranty or representation to any Settling State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Compensatory Restitution Amount (or any portion thereof). G. No Third-Party Beneficiaries. Except as expressly provided in this Agreement, no portion of this Agreement shall provide any rights to, or be enforceable by, any person or entity that is not a Settling State or Released Entity. No Settling State may assign or otherwise convey any right to enforce any provision of this Agreement. 57 H. Calculation. Any figure or percentage referred to in this Agreement shall be carried to seven decimal places. I. Construction. None of the Parties and no Participating Subdivision shall be considered to be the drafter of this Agreement or of any of its provisions for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Agreement. The headings of the provisions of this Agreement are not binding and are for reference only and do not limit, expand, or otherwise affect the contents or meaning of this Agreement. J. Cooperation. Each Party and each Participating Subdivision agrees to use its best efforts and to cooperate with the other Parties and Participating Subdivisions to cause this Agreement and the Consent Judgments to become effective, to obtain all necessary approvals, consents and authorizations, if any, and to execute all documents and to take such other action as may be appropriate in connection herewith. Consistent with the foregoing, each Party and each Participating Subdivision agrees that it will not directly or indirectly assist or encourage any challenge to this Agreement or any Consent Judgment by any other person, and will support the integrity and enforcement of the terms of this Agreement and the Consent Judgments. K. Entire Agreement. This Agreement, including its exhibits and any other attachments, embodies the entire agreement and understanding between and among the Parties and Participating Subdivisions relating to the subject matter hereof and supersedes (1) all prior agreements and understandings relating to such subject matter, whether written or oral and (2) all purportedly contemporaneous oral agreements and understandings relating to such subject matter. L. Execution. This Agreement may be executed in counterparts and by different signatories on separate counterparts, each of which shall be deemed an original, but all of which shall together be one and the same Agreement. One or more counterparts of this Agreement may be delivered by facsimile or electronic transmission with the intent that it or they shall constitute an original counterpart hereof. One or more counterparts of this Agreement may be signed by electronic signature. M. Good Faith and Voluntary Entry. Each Party warrants and represents that it negotiated the terms of this Agreement in good faith. Each of the Parties and Participating Subdivisions warrants and represents that it freely and voluntarily entered into this Agreement without any degree of duress or compulsion. The Parties and Participating Subdivisions state that no promise of any kind or nature whatsoever(other than the written terms of this Agreement)was made to them to induce them to enter into this Agreement. N. Legal Obligations. Nothing in this Agreement shall be construed as relieving any Settling Distributor of the obligation to comply with all state and federal laws, regulations or rules, nor shall any of the provisions herein be deemed to be permission to engage in any acts or practices prohibited by such laws, regulations, or rules. Except with respect to the Injunctive Relief Terms, in the event of a conflict between this Agreement and any requirement or requirements of federal, state, or local laws, such that a Settling Distributor cannot comply with this Agreement without violating such a requirement or requirements, the Settling Distributor 58 shall document such conflicts and notify the Attorney(s) General of the relevant Settling State(s) that it intends to comply with the requirement or requirements to the extent necessary to eliminate the conflict. With respect to the Injunctive Relief Terms, in the event of such a conflict, the procedures set forth in Section III.X of the Injunctive Relief Terms will be followed. O. No Prevailing Party. The Parties and Participating Subdivisions each agree that they are not the prevailing party in this action, for purposes of any claim for fees, costs, or expenses as prevailing parties arising under common law or under the terms of any statute, because the Parties and Participating Subdivisions have reached a good faith settlement. The Parties and Participating Subdivisions each further waive any right to challenge or contest the validity of this Agreement on any ground, including, without limitation, that any term is unconstitutional or is preempted by, or in conflict with, any current or future law. Nothing in the previous sentence shall modify, or be construed to conflict with, Section XIV.M. P. Non-Admissibility. The settlement negotiations resulting in this Agreement have been undertaken by the Parties and by certain representatives of the Participating Subdivisions in good faith and for settlement purposes only, and no evidence of negotiations or discussions underlying this Agreement shall be offered or received in evidence in any action or proceeding for any purpose. This Agreement shall not be offered or received in evidence in any action or proceeding for any purpose other than in an action or proceeding arising under or relating to this Agreement. Q. Notices. All notices or other communications under this Agreement shall be in writing (including, but not limited to, electronic communications) and shall be given to the recipients indicated below: For the Attorney(s) General: Ashley Moody, Attorney General State of Florida The Capitol, PL-01 Tallahassee, FL 32399 Josh Stein, Attorney General North Carolina Department of Justice Attn: Daniel Mosteller PO Box 629 Raleigh,NC 27602 Dmosteller@ncdoj.gov For the Plaintiffs' Executive Committee: Paul F. Farrell Farrell Law 59 P.O. BOX 1180 Huntington, WV 25714-1180 Jayne Conroy Simmons Hanly Conroy LLC 112 Madison Avenue, 7th Floor New York, NY 10016-7416 JConroy@simmonsfinn.com Joseph F. Rice Motley Rice LLC 28 Bridgeside Blvd. Mount Pleasant, SC 29464 jrice@motleyrice.com Peter Mougey Levin Papantonio Rafferty 316 South Baylen St. Pensacola, FL 32502 pmougey@levinlaw.com Paul J. Geller Robbins Feller Rudman & Dowd LLP 120 East Palmetto Park Road Boca Raton, FL 33432 PGeller@rgrdlaw.com For Settling Distributors: Copy to AmerisourceBergen Corporation's attorneys at: Attn: Michael T. Reynolds Cravath, Swaine & Moore 825 Eighth Avenue New York, NY 10019 mreynolds@cravath.com Copy to Cardinal Health, Inc.'s attorneys at: Attn: Jeffrey M. Wintner, Esq. Attn: Elaine P. Golin, Esq. Wachtell, Lipton, Rosen& Katz 51 West 52nd Street New York, NY 10019 JMWintner@wlrk.com EPGolin(a,wlrk.com 60 Attn: JB Kelly, Esq. Cozen O'Connor 1200 19th ST NW Washington DC 20036 jbkelly@cozen.com Copy to McKesson Corporation's attorneys at: Attn: Thomas J. Perrelli Jenner& Block LLP 1099 New York Ave., NW, Suite 900 Washington, D.C. 20001 tperrelli@jenner.com Any Party or the Plaintiffs' Executive Committee may change or add the contact information of the persons designated to receive notice on its behalf by notice given(effective upon the giving of such notice) as provided in this Section XIV.P. R. No Waiver. The waiver of any rights conferred hereunder shall be effective only if made by written instrument executed by the waiving Parry or Parties. The waiver by any Party of any breach of this Agreement shall not be deemed to be or construed as a waiver of any other breach, whether prior, subsequent, or contemporaneous, nor shall such waiver be deemed to be or construed as a waiver by any other Parry. S. Preservation of Privilege. Nothing contained in this Agreement or any Consent Judgment, and no act required to be performed pursuant to this Agreement or any Consent Judgment, is intended to constitute, cause, or effect any waiver(in whole or in part) of any attorney-client privilege, work product protection, or common interest/joint defense privilege, and each Parry and Participating Subdivision agrees that it shall not make or cause to be made in any forum any assertion to the contrary. T. Successors. 1. This Agreement shall be binding upon, and inure to the benefit of, the Settling Distributors and their respective successors and assigns. 2. A Settling Distributor shall not, in one (1) transaction or a series of related transactions, sell or transfer U.S. assets having a fair market value equal to twenty-five percent (25%) or more of the consolidated assets of such Settling Distributor(other than sales or transfers of inventories, or sales or transfers to an entity owned directly or indirectly by such Settling Distributor)where the sale or transfer is announced after the Reference Date, is not for fair consideration, and would foreseeably and unreasonably jeopardize such Settling Distributor's ability to make the payments under this Agreement that are due on or before the third Payment Date following the close of a sale or transfer transaction, unless the Settling Distributor obtains the acquiror's agreement that it will be either a guarantor of or successor to the percentage of that Settling Distributor's remaining Payment Obligations under this Agreement equal to the percentage of the 61 Settling Distributor's consolidated assets being sold or transferred in such transaction. Percentages under this section shall be determined in accordance with United States generally accepted accounting principles and as of the date of the Settling Distributor's most recent publicly filed consolidated balance sheet prior to the date of entry into the sale or transfer agreement at issue. This Section XIV.T shall be enforceable solely by the Enforcement Committee, and any objection under this Section XIV.T not raised within twenty(20) calendar days of the announcement of the relevant transaction is waived. Any dispute under this Section XIV.T shall be a National Dispute as described in Section VI.F.2 and must be raised exclusively with the National Arbitration Panel as described therein within twenty (20) calendar days of the announcement, and the sole remedy shall be an order enjoining the transaction. 3. A Settling Distributor shall not, in one (1) transaction or a series of related transactions, sell or transfer(other than sales or transfers to an entity owned directly or indirectly by such Settling Distributor) more than twenty-five percent(25%) of the distribution centers within its Full-Line Wholesale Pharmaceutical Distribution Business (as that term is defined in the Injunctive Relief Terms) where the sale or transfer is announced after the Reference Date, unless the Settling Distributor obtains the acquiror's agreement that it will be bound by the Injunctive Relief Terms. U. Modification, Amendment, Alteration. After the Reference Date, any modification, amendment, or alteration of this Agreement by the Parties shall be binding only if evidenced in writing signed by the Settling Distributor to which the modification, amendment, or alteration applies, if the change applies to less than all Settling Distributors, along with the signatures of at least thirty-seven of those then serving Attorneys General of the Settling States along with a representation from each Attorney General that either: (1) the advisory committee or similar entity established or recognized by that Settling State (either pursuant to Section V.E.2.d, by a State-Subdivision Agreement, or by statute) voted in favor of the modification, amendment or alteration of this Agreement including at least one member appointed by the Participating Subdivisions listed on Exhibit G; or(2) in States without any advisory committee, that 50.1% (by population) of the Participating Subdivisions listed on Exhibit G expressed approval of the modification, amendment, or alteration of this Agreement in a writing. V. Termination. 1. Unless otherwise agreed to by each of the Settling Distributors and the Settling State in question, this Agreement and all of its terms (except Section XIV.P and any other non-admissibility provisions, which shall continue in full force and effect) shall be canceled and terminated with respect to the Settling State, and the Agreement and all orders issued by the courts in the Settling State pursuant to the Agreement shall become null and void and of no effect if one or more of the following conditions applies: a. a Consent Judgment approving this Agreement without modification of any of the Agreement's terms has not been entered as to the Settling State by a court of competent jurisdiction on or before one hundred eighty(180) calendar days after the Effective Date; 62 b. this Agreement or the Consent Judgment as to that Settling State has been disapproved by a court of competent jurisdiction to which it was presented for approval and/or entry (or, in the event of an appeal from or review of a decision of such a court to approve this Agreement and the Consent Judgment, by the court hearing such appeal or conducting such review), and the time to appeal from such disapproval has expired, or, in the event of an appeal from such disapproval, the appeal has been dismissed or the disapproval has been affirmed by the court of last resort to which such appeal has been taken and such dismissal or disapproval has become no longer subject to further appeal (including, without limitation, review by the United States Supreme Court); or 2. If this Agreement is terminated with respect to a Settling State for whatever reason pursuant to Section XIV.V.1, then: a. an applicable statute of limitation or any similar time requirement (excluding any statute of repose) shall be tolled from the date the Settling State signed this Agreement until the later of the time permitted by applicable law or for one year from the date of such termination, with the effect that the Settling Distributors and the Settling State in question shall be in the same position with respect to the statute of limitation as they were at the time the Settling State filed its action; and b. the Settling Distributors and the Settling State in question shall jointly move the relevant court of competent jurisdiction for an order reinstating the actions and claims dismissed pursuant to the terms of this Agreement governing dismissal, with the effect that the Settling Distributors and the Settling State in question shall be in the same position with respect to those actions and claims as they were at the time the action or claim was stayed or dismissed. 3. Unless each of the Settling Distributors and the Enforcement Committee agrees otherwise, this Agreement, with the exception of the Injunctive Relief Terms that have their own provisions on duration, shall terminate as to all Parties as of the Payment Date for Payment Year 18,provided that all Settling Distributors that as of that date are not Bankrupt Settling Distributors have performed their Payment obligations under the Agreement as of that date. If fewer than all Settling Distributors that as of that date are not Bankrupt Settling Distributors have performed their Payment obligations under the Agreement as of that date, then the Agreement shall terminate as of that date as to any Settling Distributor that has performed its Payment obligations under the Agreement and the Agreement(a) shall terminate as to each of the remaining Settling Distributors that as of that date is not a Bankrupt Settling Distributor at such time as each performs its Payment obligations under the Agreement and (b) shall terminate as to all Parties at such time as all Settling Distributors that are not Bankrupt Settling Distributors have performed their Payment obligations under the Agreement. Notwithstanding any other provision in this Section XIV.V.3 or in this Agreement, all releases under this Agreement will remain effective despite any termination under this Section XIV.V.3. 63 W. Governing Law. Except(1) as otherwise provided in this Agreement or (2) as necessary, in the sole judgment of the National Arbitration Panel, to promote uniformity of interpretation for matters within the scope of the National Arbitration Panel's authority, this Agreement shall be governed by and interpreted in accordance with the respective laws of the Settling State, without regard to the conflict of law rules of such Settling State, that is seeking to enforce the Agreement against Settling Distributor(s) or against which Settling Distributor(s) are seeking enforcement. Notwithstanding any other provision in this subsection on governing law, any disputes relating to the Settlement Fund Escrow shall be governed by and interpreted in accordance with the law of the state where the escrow agent has its primary place of business. X. Bankruptcy. The following provisions shall apply if a Settling Distributor enters Bankruptcy (a Settling Distributor which does so and takes the actions, or is otherwise subjected to the actions, referred to in(i) and/or(ii) herein being referred to as a`Bankrupt Settling Distributor") and (i)the Bankrupt Settling Distributor's bankruptcy estate recovers,pursuant to 11 U.S.C. § 550, any payments made under this Agreement, or(ii) this Agreement is deemed executory and is rejected by such Settling Distributor pursuant to 11 U.S.C. § 365: 1. In the event that both a number of Settling States equal to at least seventy- five percent(75%) of the total number of Settling States and Settling States having aggregate Overall Allocation Percentages as set forth on Exhibit F equal to at least seventy-five percent(75%) of the total aggregate Overall Allocation Percentages assigned to all Settling States deem(by written notice to the Settling Distributors other than the Bankrupt Settling Distributor) that the financial obligations of this Agreement have been terminated and rendered null and void as to such Bankrupt Settling Distributor (except as provided in Section XIV.X.l.a) due to a material breach by such Bankrupt Settling Distributor, whereupon, with respect to all Settling States: a. all agreements, all concessions, all reductions of Releasing Parties' Claims, and all releases and covenants not to sue, contained in this Agreement shall immediately and automatically be deemed null and void as to such Bankrupt Settling Distributor; the Settling States shall be deemed immediately and automatically restored to the same position they were in immediately prior to their entry into this Settlement Agreement in respect to such Bankrupt Settling Distributor and the Settling States shall have the right to assert any and all claims against such Bankrupt Settling Distributor in the Bankruptcy or otherwise, subject to any automatic stay, without regard to any limits or agreements as to the amount of the settlement otherwise provided in this Agreement;provided, however, that notwithstanding the foregoing sentence, (i) all reductions of Releasing Parties' Claims, and all releases and covenants not to sue, contained in this Agreement shall remain in full force and effect as to all persons or entities other than the Bankrupt Settling Distributor itself, and (ii) in the event a Settling State asserts any Released Claim against a Bankrupt Settling Distributor after the rejection and/or termination of this Agreement with respect to such Settling Distributor as described in this Section XIV.X.La and receives a judgment, settlement or distribution arising from such Released Claim, then the amount of any payments such Settling State has previously received from such Bankrupt Settling Distributor under this Agreement shall be applied to reduce the amount of any 64 such judgment, settlement or distribution(provided that no credit shall be given against any such judgment, settlement or distribution for any payment that such Settling State is required to disgorge or repay to the Bankrupt Settling Distributor's bankruptcy estate); and b. the Settling States may exercise all rights provided under the federal Bankruptcy Code (or other applicable bankruptcy or non-bankruptcy law) with respect to their Claims against such Bankrupt Settling Distributor subject to all defenses and rights of the Bankrupt Settling Distributor. 65 EXHIBIT A Alleued Harms The following export reports that were filed in connection with the case captioned In re National Prescription Opiate Litigation,No. 1-17-md-02804 (S.D. Ohio): 1. Expert report of Professor David Cutler, dated March 25, 2019. 2. Expert report of Dr. Jeffrey B. Liebman, dated March 25, 2019. 3. Expert report of Professor Thomas McGuire regarding damages to Bellwethers, dated March 25, 2019. 4. Report of Professor Thomas McGuire regarding public nuisance, dated March 25, 2019. A-1 EXHIBIT B Enforcement Committee Oruanizational Bylaws ARTICLE I These bylaws constitute the code of rules adopted by the Settling States and Participating Subdivisions for the creation of an Enforcement Committee(the"Committee")to exist and operate during the term of the Agreement with the Settling Distributors and shall control the regulation and management of the Committee's affairs. ARTICLE II Purpose The Committee is organized for the sole purpose of evaluating and taking such action as deemed reasonable, necessary, and appropriate by the members of the Committee on the matters delegated to the Committee under that certain Settlement Agreement between the Settling States and the Settling Distributors dated July 21, 2021. ARTICLE III Members of the Committee (1) Number of Members The Committee will consist of seventeen (17) members (the "Members"). Upon majority resolution of the Committee, the number of Members may be increased or decreased from time to time,but in no event shall a decrease have the effect of decreasing the total number of Members to less than seven Members. (2) Initial Members The Committee initially will consist of eleven Settling State Members and six Participating Subdivision Members, three of the Participating Subdivisions shall be counties and three shall be municipalities. The initial Settling State Members are representatives from: Connecticut,Delaware,Florida,Georgia,Massachusetts,New York,North Carolina,Ohio, Pennsylvania, Tennessee, and Texas. The initial Participating Subdivision Members are: (a) Bexar County, Texas; (b) Broward County, Florida; (c) Chicago, Illinois; (d) Cincinnati, Ohio; (e) Nashville, Tennessee; and (f) Nassau County, New York. Until the Reference Date contained in the Settlement Agreement,the Participating Subdivisions may designate their outside counsel to serve as their representative. After the Reference Date, an employee or official of the Participating Subdivision must be the designated as the representative of the Participating Subdivision. (3) Term of Members The term of office for Members of the Committee will be until the end of the term of the Settlement Agreement, eighteen (18) years, unless and until a Member withdraws or resigns from the Committee. B-1 (4) Resignation Any Member may resign at any time by delivering written notice to the Chairperson of the Committee. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice. (5) Removal (a) Any Member may be removed without cause, at any time, by a majority of the entire Committee, at a Regular or Special Meeting called for that purpose. Any Member under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place. (b) In the event that any Member is not a Settling State or a Participating Subdivision or the Member subsequently becomes a Later Litigating Subdivision or otherwise does not support the Agreement, the Member shall be removed immediately without notice or vote of the Committee. (6) Vacancies In the event of a vacancy, the Members of the same type (Settling State or Participating Subdivision) shall select another Settling State or Participating Subdivision to fill that Member's position. (7) Compensation Members shall not receive any salaries or other compensation for their services, but, by resolution of the Committee, may be reimbursed for any actual expenses incurred in the performance of their duties for the Committee, as long as a majority of disinterested Members approve the reimbursement. Any reimbursement shall be sought from the Settlement Fund Administrator. ARTICLE IV Conflicts of Interest and Code of Ethics If a Member, agent, or employee of the Committee has a conflict of interest, he or she may not participate in a vote, discussion, or decision about the matter. Each Member shall follow any applicable state or local law with respect to conflicts, gifts, and ethics. ARTICLE V Committee Meetings (1) Place of Meetings Meetings of the Committee will be held at any place that the Chairperson may designate, including by telephonic or electronic means. (2) Regular Meetings Regular meetings of the Committee shall be held as deemed necessary by the by the Chairperson or any three members. B-2 (3) Notice of Meetings Written notice of the date, time,place and subject of each meeting must be provided to the Members at least 72 hours before the scheduled time of the meeting, except when there is an emergency or urgent public necessity. (4) Quorum A majority of the incumbent Members (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. (5) Voting and Proxy When it is necessary to vote on any matter before the Committee, Members may vote by electronic means as provided in these Bylaws. Proxy voting is permitted. In order for a matter to pass, the matter must have a majority vote of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum,but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote. (6) Minutes The Committee shall prepare and keep minutes. The minutes must state the subject of each deliberation and indicate each vote, order, decision, or other action taken. ARTICLE VI Officers (1) Roster of Officers The Committee shall have a Chairperson, a Vice Chairperson, and a Secretary. The Committee may have at its discretion, such other officers as may be appointed by the Members of the Committee. One person may hold two or more offices, except those serving as Chairperson. (2) Election and Removal of Officers All officers shall serve two-year terms. The election shall be conducted at the first meeting of the fiscal year. Officers shall remain in office until their successors have been selected. Officers may serve consecutive terms without limit. The election of officers shall be by majority vote of the Members of the Committee attending the meeting. (3) Vacancies If a vacancy occurs during the term of office for any elected officer, the Members of the Committee shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of Members present. (4) Chairperson The Chairperson will supervise and control the affairs of the Committee and shall exercise such supervisory powers as may be given him/her by the Members of the Committee. The Chairperson will perform all duties incident to such office and such other duties as may be B-3 provided in these bylaws or as may be prescribed from time to time by the Committee. The Chairperson shall preside at all meetings and shall exercise parliamentary control in accordance with Robert's Rules of Order. (5) Vice Chairperson The Vice Chairperson shall act in place of the Chairperson in the event of the Chairperson's absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the Committee. The Vice Chairperson shall serve as the parliamentarian and interpret any ambiguities of the bylaws. (6) Secretary The Secretary will keep and maintain all records related to the Committee and take minutes of all meetings. (7) Records All elected officers and committee chairpersons shall relinquish their records to the Chairperson immediately upon the completion of their term of office or completion of their term of office or completion of a project. (8) Resignation An officer may resign the office while not resigning membership from the Committee, by submitting a letter to the Chairperson. Vacancies occurring in any office shall be appointed for the remainder of the term. ARTICLE VII Duties (1) Prior to the Reference Date The Committee shall be responsible for any additional negotiations with the Settling Distributors, including,but not limited to, negotiating extensions of any periods created by the Settlement Agreement. (2) After the Enforcement Date The Committee shall establish procedures for the receipt of notices that a dispute exists concerning the Agreement and review of such disputes, pursuant to Section VI of the Agreement. Members may engage with Settling Distributors, Settling States, and Participating Subdivisions attempting to resolve any dispute without further action by the Committee. The Committee may request additional information from Settling Distributors, Settling States, and Participating Subdivisions to the extent the Committee believes such information is necessary to understand, resolve, or provide advice related to a dispute. The Committee shall endeavor to provide advice relative to the dispute no later than 60 days after receipt of notice. B-4 ARTICLE VIII Rules of Procedure The proceedings and business of the Committee shall be governed by Robert's Rules of Order unless otherwise waived by the Committee. ARTICLE IX Operations (1) Records The Committee will keep correct and complete records and will also keep minutes of the proceedings of the Committee meetings and Committees. The Committee will keep at its principal place of business at a place designated by the Chairperson. All elected officers and committee chairpersons shall relinquish their records to the Chairperson, immediately upon the completion of their term of office. (2) Inspection of Books and Records The minutes of a meeting are public records and shall be available for public inspection and copying on request to the Committee's Chairperson or the Chairperson's designee. (3) Amendments The bylaws may be amended at any time by a vote of a majority of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum, but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote. B-5 EXHIBIT C Liti2atin2 Subdivisions List1z 1. Abbeville(AL), City of,Alabama 40. Chilton(AL), County of,Alabama 2. Albertville(AL), City of,Alabama 41. Choctaw(AL), County of,Alabama 3. Alexander City(AL), City of,Alabama 42. Clanton(AL), City of,Alabama 4. Anniston(AL), City of,Alabama 43. Clarke(AL), County of,Alabama 5. Arab(AL), City of,Alabama 44. Clay(AL), County of,Alabama 6. Argo(AL), City of,Alabama 45. Cleburne(AL), County of,Alabama 7. Ashland(AL), City of,Alabama 46. Cleveland(AL),Town of,Alabama 8. Ashville(AL), City of,Alabama 47. Coffee(AL), County of,Alabama 9. Athens(AL), City of,Alabama 48. Colbert(AL),County of,Alabama 10. Attalla(AL), City of,Alabama 49. Conecuh(AL), County of,Alabama 11. Attentus Mouton,LLC d/b/a Lawrence 50. Coosa(AL), County of,Alabama Medical Center(AL),Alabama 51. Cordova(AL), City of,Alabama 12. Auburn(AL), City of,Alabama 52. Covington(AL), County of,Alabama 13. Autauga(AL), County of,Alabama 53. Crenshaw(AL), County of,Alabama 14. Baldwin(AL),County of,Alabama 54. Cullman(AL), City of,Alabama 15. Barbour(AL), County of,Alabama 55. Cullman(AL), County of,Alabama 16. Berry(AL),Town of,Alabama 56. Cullman Regional Medical Center,Inc. 17. Bibb(AL), County of,Alabama (AL),Alabama 18. Birmingham(AL), City of,Alabama 57. Dadeville(AL), City of,Alabama 19. Blount(AL), County of,Alabama 58. Dale(AL), County of,Alabama 20. Boaz(AL), City of,Alabama 59. Daleville(AL), City of,Alabama 21. Brent(AL), City of,Alabama 60. Dallas(AL), County of,Alabama 22. Bridgeport(AL), City of,Alabama 61. Daphne(AL), City of,Alabama 23. Brookwood(AL),Town of,Alabama 62. Dauphin Island(AL),Town of,Alabama 24. Brundidge(AL),City of,Alabama 63. Decatur(AL), City of,Alabama 25. Bullock(AL), County of,Alabama 64. DeKalb(AL), County of,Alabama 26. Butler(AL),County of,Alabama 65. Demopolis(AL), City of,Alabama 27. Butler(AL),Town of,Alabama 66. Dora(AL), City of,Alabama 28. Calera(AL), City of,Alabama 67. Dothan(AL), City of,Alabama 29. Calhoun(AL), County of,Alabama 68. Double Springs(AL),Town of,Alabama 30. Camp Hill(AL),Town of,Alabama 69. Douglas(AL),Town of,Alabama 31. Carbon Hill(AL), City of,Alabama 70. Enterprise(AL), City of,Alabama 32. Cedar Bluff(AL),Town of,Alabama 71. Escambia(AL), County of,Alabama 33. Center Point(AL), City of,Alabama 72. Etowah(AL), County of,Alabama 34. Centre(AL), City of,Alabama 73. Etowah(AL), County of(Sheriff), 35. Centreville(AL), City of,Alabama Alabama 36. Chambers(AL), County of,Alabama 74. Eufaula(AL),City of,Alabama 37. Cherokee(AL), County of,Alabama 75. Evergreen(AL), City of,Alabama 38. Cherokee(AL),Town of,Alabama 76. Fairfield(AL), City of,Alabama 39. Chickasaw(AL), City of,Alabama 12 For purposes of calculating the percentage of Litigating Subdivisions pursuant to Section IV.F.2.b and Exhibit H, an individual Litigating Subdivision shall not be included more than once in the numerator,and shall not be included more than once in the denominator,of the calculation regardless if it(or any of its officials)is named as multiple plaintiffs in the same lawsuit;provided,however,that for the avoidance of doubt,no Litigating Subdivision will be excluded from the numerator or denominator under this sentence unless a Litigating Subdivision otherwise counted in the denominator has the authority to release the Claims(consistent with Section XI)of the Litigating Subdivision to be excluded. C-1 77. Family Oriented Primary Health Care 117. Homewood(AL), City of,Alabama Clinic(AL),Alabama 118. Hoover(AL),City of,Alabama 78. Faunsdale(AL),Town of,Alabama 119. Houston(AL), County of,Alabama 79. Fayette(AL), City of,Alabama 120. Hueytown(AL),City of,Alabama 80. Fayette(AL), County of,Alabama 121. Huntsville(AL), City of,Alabama 81. Fayette(AL), County of(Sheriff),Alabama 122. J.Paul Jones Hospital(AL),Alabama 82. Florence(AL), City of,Alabama 123. Jackson(AL), County of,Alabama 83. Foley(AL), City of,Alabama 124. Jackson County Health Care Authority 84. Fort Deposit(AL),Town of,Alabama (AL),Alabama 85. Fort Payne(AL), City of,Alabama 125. Jacksonville(AL), City of,Alabama 86. Franklin(AL), County of,Alabama 126. Jasper(AL), City of,Alabama 87. Fultondale(AL),City of,Alabama 127. Jefferson(AL), County of,Alabama 88. Gadsden(AL), City of,Alabama 128. Jefferson(AL), County of(Sheriff), 89. Geneva(AL), City of,Alabama Alabama 90. Geneva(AL), County of,Alabama 129. Killen(AL),City of,Alabama 91. Geneva County Health Care Authority 130. Lamar(AL), County of,Alabama (AL),Alabama 131. Lamar(AL), County of(Sheriff),Alabama 92. Georgiana(AL), City of,Alabama 132. Lanett(AL), City of,Alabama 93. Geraldine(AL),Town of,Alabama 133. Lauderdale(AL), County of,Alabama 94. Gilbertown(AL),Town of,Alabama 134. Lawrence(AL), County of,Alabama 95. Grant(AL),Town of,Alabama 135. Leeds(AL), City of,Alabama 96. Graysville(AL), City of,Alabama 136. Leesburg(AL), City of,Alabama 97. Greene(AL), County of,Alabama 137. Leighton(AL), Town of,Alabama 98. Greene County Hospital Board(AL), 138. Level Plains(AL),City of,Alabama Alabama 139. Limestone(AL), County of,Alabama 99. Greensboro(AL), City of,Alabama 140. Lincoln(AL), City of,Alabama 100. Greenville(AL), City of,Alabama 141. Linden(AL), City of,Alabama 101. Guin(AL), City of,Alabama 142. Locust Fork(AL),Town of,Alabama 102. Guntersville(AL), City of,Alabama 143. Louisville(AL),City of,Alabama 103. Gurley(AL),Town of,Alabama 144. Lowndes(AL), County of,Alabama 104. Hale(AL), County of,Alabama 145. Luverne(AL), City of,Alabama 105. Haleyville(AL), City of,Alabama 146. Macon(AL), County of,Alabama 106. Hamilton(AL), City of,Alabama 147. Madison(AL), City of,Alabama 107. Hammondville(AL),Town of,Alabama 148. Madison(AL), County of,Alabama 108. Hartselle(AL), City of,Alabama 149. Marengo(AL), County of,Alabama 109. Headland(AL), City of,Alabama 150. Marion(AL), City of,Alabama 110. Health Care Authority of Cullman County 151. Marion(AL), County of,Alabama (AL),Alabama 152. Marshall(AL), County of,Alabama 111. Health Care Authority of the City of 153. Marshall County(AL)Health Care Huntsville d/b/a HH Health System,et al. Authority,Alabama (AL),Alabama 154. McKenzie(AL),Town of,Alabama 112. Henagar(AL), City of,Alabama 155. Midfield(AL), City of,Alabama 113. Henry(AL), County of,Alabama 156. Mobile(AL), City of,Alabama 114. HH Health System-Athens Limestone, 157. Mobile(AL), County Board of Health, LLC d/b/a Athens Limestone Hospital Alabama (AL),Alabama 158. Mobile(AL), County of,Alabama 115. HH Health System-Morgan,LLC d/b/a 159. Monroe(AL), County of,Alabama Decatur Morgan Hospital-Decatur and 160. Monroe County Healthcare Authority Decatur Morgan Hospital-Parkway(AL), (AL),Alabama Alabama 161. Monroe County Healthcare Authority d/b/a 116. HH Health System-Shoals,LLC d/b/a Monroe County Hospital(AL),Alabama Helen Keller Hospital and Red Bay 162. Monroeville(AL), City of,Alabama Hospital(AL),Alabama 163. Montgomery(AL), City of,Alabama C-2 164. Montgomery(AL), County of,Alabama 217. Tallapoosa(AL), County of,Alabama 165. Moody(AL), City of,Alabama 218. Tarrant(AL), City of,Alabama 166. Morgan(AL), County of,Alabama 219. The Bibb County Healthcare Authority 167. Moulton(AL), City of,Alabama (AL),Alabama 168. Mountain Brook(AL), City of,Alabama 220. The Dale County Healthcare Authority 169. Munford(AL),Town of,Alabama (AL),Alabama 170. Muscle Shoals(AL), City of,Alabama 221. The DCH Health Care Authority(AL), 171. Nauvoo(AL), City of,Alabama Alabama 172. New Hope(AL), City of,Alabama 222. The Health Care Authority of Morgan 173. Northport(AL), City of,Alabama County- City of Decatur(AL),Alabama 174. Oakman(AL),Town of,Alabama 223. The Health Care Authority of the City of 175. Oneonta(AL), City of,Alabama Huntsville d/b/a Hunstville Hospital(AL), 176. Opelika(AL), City of,Alabama Alabama 177. Opp(AL), City of,Alabama 224. The Health Care Authority of the City of 178. Orange Beach(AL), City of,Alabama Huntsville d/b/a Huntsville Hospital for 179. Oxford(AL), City of,Alabama Women and Children(AL),Alabama 180. Ozark(AL), City of,Alabama 225. The Health Care Authority of the City of 181. Parrish(AL), City of,Alabama Huntsville d/b/a Madison Hospital(AL), 182. Pell City(AL), City of,Alabama Alabama 183. Perry(AL), County of,Alabama 226. The Healthcare Authority for Baptist 184. Phenix(AL), City of,Alabama Health(AL),Alabama 185. Pickens(AL), County of,Alabama 227. The Sylacauga Health Care Authority 186. Piedmont(AL), City of,Alabama (AL),Alabama 187. Pike(AL), County of,Alabama 228. The Tombigbee Health Care Authority 188. Pleasant Grove(AL), City of,Alabama (AL),Alabama 189. Powell(AL),Town of,Alabama 229. Thomasville(AL), City of,Alabama 190. Prattville(AL), City of,Alabama 230. Troy(AL), City of,Alabama 191. Priceville(AL),Town of,Alabama 231. Trussville(AL), City of,Alabama 192. Prichard(AL), City of,Alabama 232. Tuscaloosa(AL), City of,Alabama 193. Ragland(AL), City of,Alabama 233. Tuscaloosa(AL), County of,Alabama 194. Rainbow City(AL), City of,Alabama 234. Tuscumbia(AL),City of,Alabama 195. Rainsville(AL),City of,Alabama 235. Tuskegee(AL), City of,Alabama 196. Red Bay(AL), City of,Alabama 236. Union Springs(AL), City of,Alabama 197. Robertsdale(AL), City of,Alabama 237. Uniontown(AL), City of,Alabama 198. Rockford(AL),Town of,Alabama 238. Vance(AL),Town of,Alabama 199. Russell(AL), County of,Alabama 239. Vernon(AL),City of,Alabama 200. Russellville(AL),City of,Alabama 240. Vestavia Hills(AL), City of,Alabama 201. Satsuma(AL),City of,Alabama 241. Walker(AL), County of,Alabama 202. Scottsboro(AL), City of,Alabama 242. Washington(AL), County of,Alabama 203. Selma(AL), City of,Alabama 243. Weaver(AL), City of,Alabama 204. Sheffield(AL), City of,Alabama 244. West Blocton(AL),Town of,Alabama 205. Shelby(AL), County of,Alabama 245. Wilcox(AL), County of,Alabama 206. Sipsey(AL), City of,Alabama 246. Winfield(AL), City of,Alabama 207. Slocomb(AL), City of,Alabama 247. Woodville(AL),Town of,Alabama 208. Spanish Fort(AL), City of,Alabama 248. Yellow Bluff(AL),Town of,Alabama 209. Springville(AL), City of,Alabama 249. Apache(AZ), County of,Arizona 210. St. Clair(AL), County of,Alabama 250. Arizona Municipal Risk Retention Pool 211. Sumiton(AL), City of,Alabama (AZ),Arizona 212. Sumter(AL), County of,Alabama 251. Bullhead City(AZ), City of,Arizona 213. Sweet Water(AL),Town of,Alabama 252. Cochise(AZ), County of,Arizona 214. Sylacauga(AL), City of,Alabama 253. Glendale(AZ), City of,Arizona 215. Talladega(AL), City of,Alabama 254. Kingman(AZ), City of,Arizona 216. Talladega(AL), County of,Alabama 255. La Paz(AZ),County of,Arizona C-3 256. Maricopa(AZ), County of,Arizona 309. Bergman(AR), City of,Arkansas 257. Mohave(AZ), County of,Arizona 310. Berryville(AR), City of,Arkansas 258. Navajo(AZ),County of,Arizona 311. Bethel Heights(AR),City of,Arkansas 259. Phoenix(AZ), City of,Arizona 312. Big Flat(AR), City of,Arkansas 260. Pima(AZ), County of,Arizona 313. Bigelow(AR), City of,Arkansas 261. Pinal(AZ), County of,Arizona 314. Biggers(AR), City of,Arkansas 262. Prescott(AZ), City of,Arizona 315. Birdsong(AR), City of,Arkansas 263. Surprise(AZ), City of,Arizona 316. Biscoe(AR), City of,Arkansas 264. Tucson(AZ),The City of,Arizona 317. Black Oak(AR), City of,Arkansas 265. Yuma(AZ), County of,Arizona 318. Black Rock(AR), City of,Arkansas 266. Adona(AR), City of,Arkansas 319. Black Springs(AR),City of,Arkansas 267. Alexander(AR), City of,Arkansas 320. Blevins(AR),City of,Arkansas 268. Alicia(AR), City of,Arkansas 321. Blue Eye(AR), City of,Arkansas 269. Allport(AR), City of,Arkansas 322. Blue Mountain(AR), City of,Arkansas 270. Alma(AR), City of,Arkansas 323. Bluff City(AR),City of,Arkansas 271. Almyra(AR), City of,Arkansas 324. Blytheville(AR), City of,Arkansas 272. Alpena(AR), City of,Arkansas 325. Bodcaw(AR), City of,Arkansas 273. Altheimer(AR), City of,Arkansas 326. Bonanza(AR), City of,Arkansas 274. Altus(AR), City of,Arkansas 327. Bono(AR), City of,Arkansas 275. Amagon(AR),City of,Arkansas 328. Boone(AR), County of,Arkansas 276. Amity(AR), City of,Arkansas 329. Booneville(AR),City of,Arkansas 277. Anthonyvile(AR),City of,Arkansas 330. Bradford(AR), City of,Arkansas 278. Antoine(AR), City of,Arkansas 331. Bradley(AR), City of,Arkansas 279. Arkadelphia(AR), City of,Arkansas 332. Bradley(AR), County of,Arkansas 280. Arkansas(AR),County of,Arkansas 333. Branch(AR), City of,Arkansas 281. Arkansas City(AR), City of,Arkansas 334. Briarcliff(AR), City of,Arkansas 282. Ash Flat(AR), City of,Arkansas 335. Brinkley(AR), City of,Arkansas 283. Ashdown(AR), City of,Arkansas 336. Brookland(AR), City of,Arkansas 284. Ashley(AR), County of,Arkansas 337. Bryant(AR), City of,Arkansas 285. Atkins(AR),City of,Arkansas 338. Buckner(AR), City of,Arkansas 286. Aubrey(AR), City of,Arkansas 339. Bull Shoals(AR), City of,Arkansas 287. Augusta(AR), City of,Arkansas 340. Burdette(AR), City of,Arkansas 288. Austin(AR),City of,Arkansas 341. Cabot(AR), City of,Arkansas 289. Avoca(AR), City of,Arkansas 342. Caddo Valley(AR), City of,Arkansas 290. Bald Knob(AR), City of,Arkansas 343. Caldwell(AR), City of,Arkansas 291. Banks(AR), City of,Arkansas 344. Cale(AR), City of,Arkansas 292. Barling(AR), City of,Arkansas 345. Calhoun(AR), County of,Arkansas 293. Bassett(AR), City of,Arkansas 346. Calico Rock(AR), City of,Arkansas 294. Batesville(AR),City of,Arkansas 347. Calion(AR), City of,Arkansas 295. Bauxite(AR), City of,Arkansas 348. Camden(AR),City of,Arkansas 296. Baxter(AR),County of,Arkansas 349. Cammack Village(AR), City of,Arkansas 297. Bay(AR), City of,Arkansas 350. Campbell Station(AR), City of,Arkansas 298. Bearden(AR), City of,Arkansas 351. Caraway(AR), City of,Arkansas 299. Beaver(AR), City of,Arkansas 352. Carlisle(AR), City of,Arkansas 300. Beebe(AR), City of,Arkansas 353. Carroll(AR), County of,Arkansas 301. Beedeville(AR), City of,Arkansas 354. Carthage(AR), City of,Arkansas 302. Bella Vista(AR), City of,Arkansas 355. Casa(AR), City of,Arkansas 303. Bellefonte(AR), City of,Arkansas 356. Cash(AR), City of,Arkansas 304. Belleville(AR), City of,Arkansas 357. Caulksville(AR), City of,Arkansas 305. Ben Lomond(AR), City of,Arkansas 358. Cave City(AR), City of,Arkansas 306. Benton(AR), City of,Arkansas 359. Cave Springs(AR), City of,Arkansas 307. Benton(AR), County of,Arkansas 360. Cedarville(AR), City of,Arkansas 308. Bentonville(AR), City of,Arkansas 361. Centerton(AR), City of,Arkansas C-4 362. Central City(AR), City of,Arkansas 415. Dover(AR), City of,Arkansas 363. Charleston(AR), City of,Arkansas 416. Dumas(AR), City of,Arkansas 364. Cherokee Village(AR), City of,Arkansas 417. Dyer(AR), City of,Arkansas 365. Cherry Valley(AR), City of,Arkansas 418. Dyess(AR), City of,Arkansas 366. Chester(AR), City of,Arkansas 419. Earle(AR), City of,Arkansas 367. Chicot(AR),County of,Arkansas 420. East Camden(AR), City of,Arkansas 368. Chidester(AR), City of,Arkansas 421. Edmondson(AR), City of,Arkansas 369. Clarendon(AR), City of,Arkansas 422. Egypt(AR), City of,Arkansas 370. Clark(AR), County of,Arkansas 423. El Dorado(AR), City of,Arkansas 371. Clarksville(AR), City of,Arkansas 424. Elaine(AR),City of,Arkansas 372. Clay(AR), County of,Arkansas 425. Elkins(AR),City of,Arkansas 373. Cleburne(AR), County of,Arkansas 426. Elm Springs(AR),City of,Arkansas 374. Cleveland(AR), County of,Arkansas 427. Emerson(AR), City of,Arkansas 375. Clinton(AR), City of,Arkansas 428. Emmet(AR), City of,Arkansas 376. Coal Hill(AR), City of,Arkansas 429. England(AR), City of,Arkansas 377. Colt(AR), City of,Arkansas 430. Enola(AR), City of,Arkansas 378. Columbia(AR), County of,Arkansas 431. Etowah(AR),City of,Arkansas 379. Concord(AR),City of,Arkansas 432. Eudora(AR), City of,Arkansas 380. Conway(AR), City of,Arkansas 433. Eureka Springs(AR), City of,Arkansas 381. Conway(AR), County of,Arkansas 434. Evening Shade(AR),City of,Arkansas 382. Corning(AR), City of,Arkansas 435. Everton(AR), City of,Arkansas 383. Cotter(AR), City of,Arkansas 436. Fairfield Bay(AR), City of,Arkansas 384. Cotton Plant(AR), City of,Arkansas 437. Fargo(AR), City of,Arkansas 385. Cove(AR), City of,Arkansas 438. Farmington(AR), City of,Arkansas 386. Coy(AR), City of,Arkansas 439. Faulkner(AR), County of,Arkansas 387. Craighead(AR), County of,Arkansas 440. Felsenthal(AR), City of,Arkansas 388. Crawford(AR), County of,Arkansas 441. Fifty-Six(AR), City of,Arkansas 389. Crawfordsville(AR), City of,Arkansas 442. Fisher(AR), City of,Arkansas 390. Crittenden(AR),County of,Arkansas 443. Flippin(AR), City of,Arkansas 391. Cross(AR), County of,Arkansas 444. Fordyce(AR), City of,Arkansas 392. Crossett(AR), City of,Arkansas 445. Foreman(AR), City of,Arkansas 393. Cushman(AR), City of,Arkansas 446. Forrest City(AR), City of,Arkansas 394. Daisy(AR), City of,Arkansas 447. Fort Smith(AR), City of,Arkansas 395. Dallas(AR),County of,Arkansas 448. Fouke(AR), City of,Arkansas 396. Damascus(AR), City of,Arkansas 449. Fountain Hill(AR), City of,Arkansas 397. Danville(AR), City of,Arkansas 450. Fountain Lake(AR), City of,Arkansas 398. Dardanelle(AR), City of,Arkansas 451. Fourche(AR), City of,Arkansas 399. Datto(AR), City of,Arkansas 452. Franklin(AR), City of,Arkansas 400. De Queen(AR), City of,Arkansas 453. Friendship(AR), City of,Arkansas 401. Decatur(AR), City of,Arkansas 454. Fulton(AR), City of,Arkansas 402. Delaplaine(AR), City of,Arkansas 455. Fulton(AR), County of,Arkansas 403. Delight(AR), City of,Arkansas 456. Garfield(AR), City of,Arkansas 404. Dell(AR), City of,Arkansas 457. Garland(AR), City of,Arkansas 405. Denning(AR),City of,Arkansas 458. Garland(AR), County of,Arkansas 406. Dermott(AR),City of,Arkansas 459. Garner(AR), City of,Arkansas 407. Des Arc(AR), City of,Arkansas 460. Gassville(AR),City of,Arkansas 408. Desha(AR), County of,Arkansas 461. Gateway(AR),City of,Arkansas 409. Devalls Bluff(AR), City of,Arkansas 462. Gentry(AR), City of,Arkansas 410. Dewitt(AR), City of,Arkansas 463. Georgetown(AR), City of,Arkansas 411. Diamond City(AR), City of,Arkansas 464. Gilbert(AR), City of,Arkansas 412. Diaz(AR),City of,Arkansas 465. Gillett(AR),City of,Arkansas 413. Dierks(AR), City of,Arkansas 466. Gillham(AR), City of,Arkansas 414. Donaldson(AR),City of,Arkansas 467. Gilmore(AR), City of,Arkansas C-5 468. Glenwood(AR), City of,Arkansas 520. Hot Spring(AR), County of,Arkansas 469. Goshen(AR), City of,Arkansas 521. Hot Springs(AR), City of,Arkansas 470. Gosnell(AR), City of,Arkansas 522. Houston(AR), City of,Arkansas 471. Gould(AR), City of,Arkansas 523. Howard(AR), County of,Arkansas 472. Grady(AR), City of,Arkansas 524. Hoxie(AR), City of,Arkansas 473. Grannis(AR),City of,Arkansas 525. Hughes(AR),City of,Arkansas 474. Grant(AR), County of,Arkansas 526. Humnoke(AR),City of,Arkansas 475. Gravette(AR), City of,Arkansas 527. Humphrey(AR), City of,Arkansas 476. Green Forest(AR), City of,Arkansas 528. Hunter(AR), City of,Arkansas 477. Greenbrier(AR), City of,Arkansas 529. Huntington(AR), City of,Arkansas 478. Greene(AR), County of,Arkansas 530. Huntsville(AR), City of,Arkansas 479. Greenland(AR), City of,Arkansas 531. Huttig(AR),City of,Arkansas 480. Greenway(AR), City of,Arkansas 532. Imboden(AR), City of,Arkansas 481. Greenwood(AR), City of,Arkansas 533. Independence(AR), County of,Arkansas 482. Greers Ferry(AR), City of,Arkansas 534. Izard(AR), County of,Arkansas 483. Griffithville(AR), City of,Arkansas 535. Jackson(AR), County of,Arkansas 484. Grubbs(AR), City of,Arkansas 536. Jacksonport(AR), City of,Arkansas 485. Guion(AR), City of,Arkansas 537. Jacksonville(AR), City of,Arkansas 486. Gum Springs(AR), City of,Arkansas 538. Jasper(AR), City of,Arkansas 487. Gurdon(AR),City of,Arkansas 539. Jefferson(AR), County of,Arkansas 488. Guy(AR),City of,Arkansas 540. Jennette(AR), City of,Arkansas 489. Hackett(AR), City of,Arkansas 541. Jericho(AR), City of,Arkansas 490. Hamburg(AR), City of,Arkansas 542. Jerome(AR), City of,Arkansas 491. Hampton(AR), City of,Arkansas 543. Johnson(AR), City of,Arkansas 492. Hardy(AR), City of,Arkansas 544. Johnson(AR), County of,Arkansas 493. Harrell(AR), City of,Arkansas 545. Joiner(AR), City of,Arkansas 494. Harrisburg(AR), City of,Arkansas 546. Jonesboro(AR), City of,Arkansas 495. Harrison(AR), City of,Arkansas 547. Judsonia(AR), City of,Arkansas 496. Hartford(AR), City of,Arkansas 548. Junction City(AR), City of,Arkansas 497. Hartman(AR), City of,Arkansas 549. Keiser(AR), City of,Arkansas 498. Haskell(AR), City of,Arkansas 550. Kensett(AR), City of,Arkansas 499. Hatfield(AR), City of,Arkansas 551. Kibler(AR),City of,Arkansas 500. Havana(AR), City of,Arkansas 552. Kingsland(AR), City of,Arkansas 501. Haynes(AR), City of,Arkansas 553. Knobel(AR),City of,Arkansas 502. Hazen(AR),City of,Arkansas 554. Knoxville(AR), City of,Arkansas 503. Heber Springs(AR), City of,Arkansas 555. LaGrange(AR), City of,Arkansas 504. Hector(AR), City of,Arkansas 556. Lafayette(AR), County of,Arkansas 505. Helena-West Helena(AR),City of, 557. Late(AR), City of,Arkansas Arkansas 558. Lake City(AR), City of,Arkansas 506. Hempstead(AR), County of,Arkansas 559. Lake View(AR), City of,Arkansas 507. Hermitage(AR), City of,Arkansas 560. Lake Village(AR), City of,Arkansas 508. Hickory Ridge(AR), City of,Arkansas 561. Lakeview(AR), City of,Arkansas 509. Higden(AR), City of,Arkansas 562. Lamar(AR), City of,Arkansas 510. Higginson(AR), City of,Arkansas 563. Lavaca(AR), City of,Arkansas 511. Highfill(AR), City of,Arkansas 564. Leachville(AR),City of,Arkansas 512. Highland(AR), City of,Arkansas 565. Lead Hill(AR), City of,Arkansas 513. Hindsville(AR), City of,Arkansas 566. Lee(AR),County of,Arkansas 514. Holland(AR), City of,Arkansas 567. Leola(AR), City of,Arkansas 515. Holly Grove(AR), City of,Arkansas 568. Lepanto(AR), City of,Arkansas 516. Hope(AR), City of,Arkansas 569. Leslie(AR), City of,Arkansas 517. Horatio(AR),City of,Arkansas 570. Lewisville(AR),City of,Arkansas 518. Horseshoe Bend(AR), City of,Arkansas 571. Lincoln(AR), City of,Arkansas 519. Horseshoe Lake(AR), City of,Arkansas 572. Lincoln(AR), County of,Arkansas C-6 573. Little Flock(AR), City of,Arkansas 626. Morrison Bluff(AR), City of,Arkansas 574. Little River(AR), County of,Arkansas 627. Mount Ida(AR), City of,Arkansas 575. Little Rock(AR), City of,Arkansas 628. Mount Pleasant(AR), City of,Arkansas 576. Lockesburg(AR), City of,Arkansas 629. Mount Vernon(AR),City of,Arkansas 577. Logan(AR),County of,Arkansas 630. Mountain Home(AR), City of,Arkansas 578. London(AR), City of,Arkansas 631. Mountain Pine(AR), City of,Arkansas 579. Lonoke(AR), City of,Arkansas 632. Mountainburg(AR), City of,Arkansas 580. Lonoke(AR), County of,Arkansas 633. Mulberry(AR), City of,Arkansas 581. Louann(AR), City of,Arkansas 634. Murfreesboro(AR), City of,Arkansas 582. Luxora(AR), City of,Arkansas 635. Nashville(AR), City of,Arkansas 583. Lynn(AR), City of,Arkansas 636. Nevada(AR), County of,Arkansas 584. Madison(AR), City of,Arkansas 637. Newark(AR), City of,Arkansas 585. Madison(AR), County of,Arkansas 638. Newport(AR), City of,Arkansas 586. Magazine(AR), City of,Arkansas 639. Newton(AR),County of,Arkansas 587. Magness(AR), City of,Arkansas 640. Norfolk(AR),City of,Arkansas 588. Magnolia(AR), City of,Arkansas 641. Norman(AR), City of,Arkansas 589. Malvern(AR), City of,Arkansas 642. Norphlet(AR), City of,Arkansas 590. Mammoth Spring(AR),City of,Arkansas 643. North Little Rock(AR), City of,Arkansas 591. Manila(AR), City of,Arkansas 644. Oak Grove(AR), City of,Arkansas 592. Mansfield(AR), City of,Arkansas 645. Oak Grove Heights(AR), City of, 593. Marianna(AR), City of,Arkansas Arkansas 594. Marie(AR), City of,Arkansas 646. Oakhaven(AR), City of,Arkansas 595. Marion(AR),City of,Arkansas 647. Oden(AR), City of,Arkansas 596. Marion(AR),County of,Arkansas 648. Ogden(AR), City of,Arkansas 597. Marked Tree(AR), City of,Arkansas 649. Oil Trough(AR), City of,Arkansas 598. Marmaduke(AR), City of,Arkansas 650. O'Kean(AR), City of,Arkansas 599. Marvell(AR), City of,Arkansas 651. Okolona(AR),City of,Arkansas 600. Maumelle(AR),City of,Arkansas 652. Ola(AR), City of,Arkansas 601. Mayflower(AR), City of,Arkansas 653. Omaha(AR), City of,Arkansas 602. Maynard(AR), City of,Arkansas 654. Oppelo(AR),City of,Arkansas 603. McCaskill(AR), City of,Arkansas 655. Osceola(AR), City of,Arkansas 604. McCrae(AR), City of,Arkansas 656. Ouachita(AR), County of,Arkansas 605. McCrory(AR), City of,Arkansas 657. Oxford(AR), City of,Arkansas 606. McDougal(AR), City of,Arkansas 658. Ozan(AR), City of,Arkansas 607. McGehee(AR), City of,Arkansas 659. Ozark(AR), City of,Arkansas 608. McNab(AR), City of,Arkansas 660. Palestine(AR), City of,Arkansas 609. Melbourne(AR),City of,Arkansas 661. Pangburn(AR),City of,Arkansas 610. Mena(AR), City of,Arkansas 662. Paragould(AR), City of,Arkansas 611. Menifee(AR), City of,Arkansas 663. Paris(AR), City of,Arkansas 612. Midland(AR), City of,Arkansas 664. Parkdale(AR), City of,Arkansas 613. Miller(AR), County of,Arkansas 665. Parkin(AR), City of,Arkansas 614. Mineral Springs(AR), City of,Arkansas 666. Patmos(AR), City of,Arkansas 615. Minturn(AR), City of,Arkansas 667. Patterson(AR), City of,Arkansas 616. Mississippi(AR), County of,Arkansas 668. Pea Ridge(AR),City of,Arkansas 617. Mitchellville(AR), City of,Arkansas 669. Peach Orchard(AR), City of,Arkansas 618. Monette(AR), City of,Arkansas 670. Perla(AR), City of,Arkansas 619. Monroe(AR),County of,Arkansas 671. Perry(AR), City of,Arkansas 620. Montgomery(AR), County of,Arkansas 672. Perry(AR), County of,Arkansas 621. Monticello(AR),City of,Arkansas 673. Perrytown(AR), City of,Arkansas 622. Montrose(AR),City of,Arkansas 674. Perryville(AR), City of,Arkansas 623. Moorefield(AR),City of,Arkansas 675. Phillips(AR),County of,Arkansas 624. Moro(AR), City of,Arkansas 676. Piggott(AR), City of,Arkansas 625. Morrilton(AR), City of,Arkansas 677. Pike(AR), County of,Arkansas C-7 678. Pindall(AR), City of,Arkansas 731. Sheridan(AR), City of,Arkansas 679. Pine Bluff(AR), City of,Arkansas 732. Sherrill(AR), City of,Arkansas 680. Pineville(AR),City of,Arkansas 733. Sherwood(AR), City of,Arkansas 681. Plainview(AR), City of,Arkansas 734. Shirley(AR), City of,Arkansas 682. Pleasant Plains(AR),City of,Arkansas 735. Sidney(AR),City of,Arkansas 683. Plumerville(AR), City of,Arkansas 736. Siloam Springs(AR), City of,Arkansas 684. Pocahontas(AR), City of,Arkansas 737. Smackover(AR),City of,Arkansas 685. Poinsett(AR), County of,Arkansas 738. Smithville(AR), City of,Arkansas 686. Polk(AR), County of,Arkansas 739. South Lead Hill(AR), City of,Arkansas 687. Pollard(AR), City of,Arkansas 740. Sparkman(AR), City of,Arkansas 688. Pope(AR), County of,Arkansas 741. Springdale(AR), City of,Arkansas 689. Portia(AR), City of,Arkansas 742. Springtown(AR), City of,Arkansas 690. Portland(AR), City of,Arkansas 743. St. Charles(AR), City of,Arkansas 691. Pottsville(AR), City of,Arkansas 744. St. Francis(AR), City of,Arkansas 692. Powhatan(AR),City of,Arkansas 745. St. Francis(AR), County of,Arkansas 693. Poyen(AR), City of,Arkansas 746. St. Joe(AR), City of,Arkansas 694. Prairie(AR), County of,Arkansas 747. St.Paul(AR), City of,Arkansas 695. Prairie Grove(AR), City of,Arkansas 748. Stamps(AR), City of,Arkansas 696. Prattsville(AR), City of,Arkansas 749. Star City(AR), City of,Arkansas 697. Prescott(AR), City of,Arkansas 750. Stephens(AR), City of,Arkansas 698. Pulaski(AR),County of,Arkansas 751. Stone(AR), County of,Arkansas 699. Pyatt(AR),City of,Arkansas 752. Strawberry(AR), City of,Arkansas 700. Quitman(AR), City of,Arkansas 753. Strong(AR),City of,Arkansas 701. Randolph(AR), County of,Arkansas 754. Stuttgart(AR), City of,Arkansas 702. Ratcliff(AR), City of,Arkansas 755. Subiaco(AR), City of,Arkansas 703. Ravenden(AR), City of,Arkansas 756. Success(AR),City of,Arkansas 704. Ravenden Springs(AR),City of,Arkansas 757. Sulphur Rock(AR), City of,Arkansas 705. Rector(AR),City of,Arkansas 758. Sulphur Springs(AR), City of,Arkansas 706. Redfield(AR), City of,Arkansas 759. Summit(AR), City of,Arkansas 707. Reed(AR), City of,Arkansas 760. Sunset(AR), City of,Arkansas 708. Reyno(AR), City of,Arkansas 761. Swifton(AR), City of,Arkansas 709. Rison(AR), City of,Arkansas 762. Taylor(AR), City of,Arkansas 710. Rockport(AR), City of,Arkansas 763. Texarkana(AR), City of,Arkansas 711. Roe(AR), City of,Arkansas 764. Thornton(AR), City of,Arkansas 712. Rogers(AR), City of,Arkansas 765. Tillar(AR), City of,Arkansas 713. Rondo(AR),City of,Arkansas 766. Tinsman(AR), City of,Arkansas 714. Rose Bud(AR), City of,Arkansas 767. Tollette(AR), City of,Arkansas 715. Rosston(AR), City of,Arkansas 768. Tontitown(AR), City of,Arkansas 716. Rudy(AR), City of,Arkansas 769. Traskwood(AR), City of,Arkansas 717. Russell(AR),City of,Arkansas 770. Trumann(AR), City of,Arkansas 718. Russellville(AR), City of,Arkansas 771. Tuckerman(AR), City of,Arkansas 719. Salem(AR), City of,Arkansas 772. Tull(AR), City of,Arkansas 720. Salesville(AR), City of,Arkansas 773. Tupelo(AR), City of,Arkansas 721. Saline(AR), County of,Arkansas 774. Turrell(AR), City of,Arkansas 722. Scott(AR), County of,Arkansas 775. Twin Groves(AR),City of,Arkansas 723. Scranton(AR), City of,Arkansas 776. Tyronza(AR), City of,Arkansas 724. Searcy(AR), City of,Arkansas 777. Ulm(AR),City of,Arkansas 725. Searcy(AR), County of,Arkansas 778. Union(AR), County of,Arkansas 726. Sebastian(AR),County of,Arkansas 779. Valley Springs(AR), City of,Arkansas 727. Sedgwick(AR), City of,Arkansas 780. Van Buren(AR), City of,Arkansas 728. Sevier(AR),County of,Arkansas 781. Van Buren(AR), County of,Arkansas 729. Shannon Hills(AR), City of,Arkansas 782. Vandervoort(AR), City of,Arkansas 730. Sharp(AR), County of,Arkansas 783. Victoria(AR), City of,Arkansas C-8 784. Vilonia(AR), City of,Arkansas 836. Downey Unified School District(CA), 785. Viola(AR), City of,Arkansas California 786. Wabbaseka(AR), City of,Arkansas 837. Dublin(CA),City of, California 787. Waldenburg(AR), City of,Arkansas 838. El Dorado(CA), County of, California 788. Waldo(AR), City of,Arkansas 839. El Monte(CA), City of, California 789. Waldron(AR), County of,Arkansas 840. Elk Grove Unified School District(CA), 790. Walnut Ridge(AR), City of,Arkansas California 791. Ward(AR), City of,Arkansas 841. Encinitas(CA),City of, California 792. Warren(AR), City of,Arkansas 842. Eureka(CA),City of, California 793. Washington(AR), City of,Arkansas 843. Fresno(CA), County of, California 794. Washington(AR), County of,Arkansas 844. Fullerton(CA), City of, California 795. Watson(AR), City of,Arkansas 845. Glenn(CA), County of, California 796. Weiner(AR),City of,Arkansas 846. Health Plan of San Joaquin(CA), 797. Weldon(AR),City of,Arkansas California 798. West Fork(AR), City of,Arkansas 847. Humboldt(CA), County of, California 799. West Memphis(AR), City of,Arkansas 848. Huntington Beach(CA),City of, California 800. West Point(AR), City of,Arkansas 849. Imperial(CA), County of, California 801. Western Grove(AR), City of,Arkansas 850. Inland Empire Health Plan(CA), California 802. Wheatley(AR), City of,Arkansas 851. Inyo(CA), County of, California 803. Whelen Springs(AR), City of,Arkansas 852. Irvine(CA),City of, California 804. White(AR), County of,Arkansas 853. Kern(CA), County of,California 805. White Hall(AR), City of,Arkansas 854. Kern High School District(CA), California 806. Wickes(AR), City of,Arkansas 855. La Habra(CA), City of, California 807. Widener(AR), City of,Arkansas 856. La Mesa(CA),City of, California 808. Wiederkehr Village(AR), City of, 857. Laguna Beach(CA), City of, California Arkansas 858. Lakeport(CA), City of, California 809. Williford(AR),City of,Arkansas 859. Lassen(CA), County of,California 810. Willisville(AR), City of,Arkansas 860. Los Angeles(CA), City of,California 811. Wilmar(AR), City of,Arkansas 861. Los Angeles County(CA),Local Initiative 812. Wilmot(AR),City of,Arkansas Health Authority 813. Wilson(AR), City of,Arkansas 862. Los Angeles County o/a L.A. Care Health 814. Wilton(AR),City of,Arkansas Plan(CA),Local Initiative Health 815. Winchester(AR), City of,Arkansas Authority 816. Winslow(AR), City of,Arkansas 863. Madera(CA), County of, California 817. Winthrop(AR), City of,Arkansas 864. Marin(CA), County of, California 818. Woodruff(AR), County of,Arkansas 865. Mariposa(CA),County of, California 819. Wooster(AR), City of,Arkansas 866. Mendocino(CA), County of, California 820. Wrightsville(AR), City of,Arkansas 867. Merced(CA), County of, California 821. Wynne(AR), City of,Arkansas 868. Modoc(CA), County of, California 822. Yell(AR), County of,Arkansas 869. Mono(CA),County of,California 823. Yellville(AR), City of,Arkansas 870. Monterey(CA), County of, California 824. Zinc(AR), City of,Arkansas 871. Montezuma(CA),Fire Protection District, 825. Alameda(CA),County of, California California 826. Amador(CA), County of, California 872. Murrieta(CA), City of,California 827. Anaheim(CA), City of, California 873. Napa(CA), County of, California 828. Butte(CA), County of, California 874. Nevada(CA), County of, California 829. Calaveras(CA), County of,California 875. Oxnard(CA), City of, California 830. Chico(CA), City of, California 876. Placentia(CA), City of, California 831. Chula Vista(CA), City of, California 877. Placer(CA), County of, California 832. Clearlake(CA), City of, California 878. Plumas(CA),County of, California 833. Contra Costa(CA), County of, California 879. Riverside(CA), County of, California 834. Costa Mesa(CA), City of,California 880. Sacramento(CA), City of, California 835. Del Norte(CA), County of,California 881. Sacramento(CA), County of, California C-9 882. San Benito(CA), County of, California 925. Fremont(CO), County of(Board of 883. San Bernardino(CA), County of, Commissioners), Colorado California 926. Greeley(CO), City of, Colorado 884. San Clemente(CA), City of,California 927. Hudson(CO), City of, Colorado 885. San Diego(CA), City of, California 928. Huerfano(CO), County of, Colorado 886. San Diego(CA), County of,California 929. Jefferson(CO), County of(Board of 887. San Francisco(CA), City of, California Commissioners), Colorado 888. San Joaquin(CA),County of, California 930. Lakewood(CO), City of, Colorado 889. San Jose(CA), City of, California 931. Larimer(CO), County of(Board of 890. San Luis Obispo(CA), County of, Commissioners), Colorado California 932. Las Animas(CO), County of, Colorado 891. San Mateo(CA), County of, California 933. Mesa(CO), County of(Board of 892. Santa Ana(CA), City of, California Commissioners), Colorado 893. Santa Barbara(CA), County of, California 934. Mesa County Valley School District 51 894. Santa Barbara San Luis Obispo Regional (CO), Colorado Heath Authority,d/b/a Central Hospital 935. Northglenn(CO), City of, Colorado (CA), California 936. Otero(CO), County of,Colorado 895. Santa Cruz(CA), County of, California 937. Pueblo(CO), County of,Colorado 896. Shasta(CA), County of, California 938. Sheridan(CO), City of, Colorado 897. Siskiyou(CA), County of, California 939. Teller(CO), County of(Board of 898. Sonoma(CA), County of, California Commissioners), Colorado 899. Stockton(CA), City of, California 940. Thornton(CO),City of, Colorado 900. Sutter(CA), County of,California 941. Tri-County Health Department(CO), 901. Tehama(CA), County of, California Colorado 902. Trinity(CA),County of,California 942. Westminster(CO), City of,Colorado 903. Tulare(CA), County of, California 943. Wheat Ridge(CO), City of, Colorado 904. Tuolumne(CA),County of,California 944. Ansonia(CT), City of, Connecticut 905. Ventura(CA), County of, California 945. Beacon Falls(CT),Town of,Connecticut 906. Ventura County Medi-Cal Managed Care 946. Berlin(CT),Town of,Connecticut Commission d/b/a Gold Coast Health Plan 947. Bethlehem(CT),Town of, Connecticut (CA), California 948. Bridgeport(CT), City of, Connecticut 907. Westminster(CA), City of,California 949. Bristol(CT), City of, Connecticut 908. Yolo(CA),County of,California 950. Coventry(CT),Town of, Connecticut 909. Yuba(CA), County of, California 951. Danbury(CT), City of,Connecticut 910. Adams(CO), County of(Board of 952. Derby(CT), City of, Connecticut Commissioners), Colorado 953. East Hartford(CT),Town of, Connecticut 911. Alamosa(CO), City of, Colorado 954. Enfield(CT),Town of, Connecticut 912. Alamosa(CO), County of, Colorado 955. Fairfield(CT),Town of, Connecticut 913. Arapahoe(CO), County of(Board of 956. Middlebury(CT),Town of, Connecticut Commissioners), Colorado 957. Middletown(CT), City of,Connecticut 914. Aurora(CO), City of, Colorado 958. Milford(CT), City of,Connecticut 915. Black Hawk(CO), City of, Colorado 959. Monroe(CT),Town of, Connecticut 916. Boulder(CO), County of(Board of 960. Naugatuck(CT),Borough of, Connecticut Commissioners), Colorado 961. New London(CT), City of, Connecticut 917. Brighton(CO), City of, Colorado 962. New Milford(CT),Town of, Connecticut 918. Broomfield(CO), City of, Colorado 963. Newtown(CT),Town of, Connecticut 919. Chaffee(CO), County of, Colorado 964. North Haven(CT),Town of,Connecticut 920. Commerce City(CO), City of, Colorado 965. Norwalk(CT), City of, Connecticut 921. Conejos(CO), County of, Colorado 966. Norwich(CT), City of, Connecticut 922. Crowley(CO),County of, Colorado 967. Oxford(CT),Town of, Connecticut 923. Denver(CO), City of, Colorado 968. Prospect(CT),Town of, Connecticut 924. Federal Heights(CO), City of, Colorado 969. Roxbury(CT),Town of, Connecticut 970. Seymour(CT),Town of, Connecticut C-10 971. Shelton(CT), City of, Connecticut 1022. Jackson(FL),County of,Florida 972. Southbury(CT),Town of,Connecticut 1023. Jacksonville(FL), City of,Florida 973. Southington(CT),Town of, Connecticut 1024. Lake(FL), County of,Florida 974. Stratford(CT),Town of, Connecticut 1025. Lauderhill(FL), City of,Florida 975. Thomaston(CT),Town of, Connecticut 1026. Lee(FL), County of,Florida 976. Tolland(CT),Town of,Connecticut 1027. Lee Memorial Health System,d/b/a Lee 977. Torrington(CT), City of, Connecticut Health(FL),Florida 978. Wallingford(CT),Town of, Connecticut 1028. Leon(FL), County of,Florida 979. Waterbury(CT), City of, Connecticut 1029. Levy(FL), County of,Florida 980. West Haven(CT), City of,Connecticut 1030. Lynn Haven(FL),City of,Florida 981. Wethersfield(CT),Town of, Connecticut 1031. Manatee(FL), County of,Florida 982. Windham(CT),Town of, Connecticut 1032. Marion(FL), County of,Florida 983. Wolcott(CT),Town of, Connecticut 1033. Miami(FL), City of,Florida 984. Woodbury(CT),Town of, Connecticut 1034. Miami Gardens(FL), City of,Florida 985. Dover(DE), City of,Delaware 1035. Miami-Dade(FL), County of,Florida 986. Kent(DE), County of,Delaware 1036. Miami-Dade(FL), School Board of, 987. Seaford(DE), City of,Delaware Florida 988. Sussex(DE), County of,Delaware 1037. Miramar(FL), City of,Florida 989. Alachua(FL), County of,Florida 1038. Monroe(FL), County of(County 990. Apopka(FL),City of,Florida Commission),Florida 991. Bay(FL),County of,Florida 1039. New Port Richey(FL), City of,Florida 992. Bradenton(FL), City of,Florida 1040. Niceville, City of(FL),Florida 993. Bradford(FL), County of,Florida 1041. North Broward Hospital District(FL), 994. Brevard(FL), County of,Florida Florida 995. Broward(FL), County of,Florida 1042. North Miami(FL), City of,Florida 996. Calhoun(FL), County of,Florida 1043. Ocala(FL), City of,Florida 997. Clay(FL), County of,Florida 1044. Ocoee(FL), City of,Florida 998. Clearwater(FL), City of,Florida 1045. Okaloosa(FL), County of,Florida 999. Coconut Creek(FL),City of,Florida 1046. Orange(FL), County of,Florida 1000. Coral Gables(FL),City of,Florida 1047. Orlando(FL), City of,Florida 1001. Coral Springs(FL), City of,Florida 1048. Ormond Beach(FL), City of,Florida 1002. Daytona Beach(FL), City of,Florida 1049. Osceola(FL), County of,Florida 1003. Daytona Beach Shores(FL), City of, 1050. Oviedo(FL), City of,Florida Florida 1051. Palatka(FL), City of,Florida 1004. Deerfield Beach(FL), City of,Florida 1052. Palm Bay(FL), City of,Florida 1005. Delray Beach(FL), City of,Florida 1053. Palm Beach(FL), County of,Florida 1006. Deltona(FL),City of,Florida 1054. Palmetto(FL), City of,Florida 1007. Dixie(FL), County of,Florida 1055. Panama City(FL), City of,Florida 1008. Eatonville(FL),Town of,Florida 1056. Pasco(FL), County of,Florida 1009. Escambia(FL), County of,Florida 1057. Pembroke Pines(FL),City of,Florida 1010. Florida City(FL), City of,Florida 1058. Pensacola(FL), City of,Florida 1011. Fort Lauderale(FL),City of,Florida 1059. Pinellas(FL),County of,Florida 1012. Fort Pierce(FL), City of,Florida 1060. Pinellas Park(FL), City of,Florida 1013. Gilchrist(FL), County of,Florida 1061. Polk(FL), County of,Florida 1014. Gulf(FL), County of,Florida 1062. Pompano Beach(FL), City of,Florida 1015. Halifax Hospital Medical Center(FL), 1063. Port St. Lucie(FL), City of,Florida Florida 1064. Putnam(FL), County of,Florida 1016. Hallandale Beach(FL), City of,Florida 1065. Sanford(FL),City of,Florida 1017. Hamilton(FL), County of,Florida 1066. Santa Rosa(FL), County of,Florida 1018. Hernando(FL),County of,Florida 1067. Sarasota(FL), City of,Florida 1019. Hillsborough(FL), County of,Florida 1068. Sarasota(FL), County of,Florida 1020. Holmes(FL), County of,Florida 1021. Homestead(FL), City of,Florida C-11 1069. Sarasota County Public Hospital District 1110. Brooks(GA), County of,Georgia d/b/a Memorial Healthcare System,Inc. 1111. Brunswick(GA), City of,Georgia (FL),Florida 1112. Bulloch(GA),County of,Georgia 1070. Seminole(FL), County of,Florida 1113. Burke(GA), County of,Georgia 1071. St.Augustine(FL), City of,Florida 1114. Butts(GA), County of,Georgia 1072. St. Johns(FL), County of,Florida 1115. Camden(GA), County of,Georgia 1073. St. Lucie(FL), County of,Florida 1116. Candler(GA), County of,Georgia 1074. St. Petersburg(FL), City of,Florida 1117. Candler County(GA),Hospital Authority, 1075. Stuart(FL), City of,Florida Georgia 1076. Suwannee(FL), County of,Florida 1118. Carroll(GA), County of,Georgia 1077. Sweetwater(FL), City of,Florida 1119. Cartersville(GA), City of,Georgia 1078. Tallahassee(FL), City of,Florida 1120. Catoosa(GA), County of,Georgia 1079. Tampa(FL), City of,Florida 1121. Charlton(GA), County of,Georgia 1080. Taylor(FL),County of,Florida 1122. Chatham(GA), County of,Georgia 1081. Union(FL),County of,Florida 1123. Chatham County Hospital Authority(GA), 1082. Volusia(FL), County of,Florida Georgia 1083. Walton(FL), County of,Florida 1124. Chattooga(GA), County of,Georgia 1084. Washington(FL), County of,Florida 1125. Cherokee(GA),County of,Georgia 1085. West Volusia Hospital Authority(FL), 1126. Clay(GA), County of,Georgia Florida 1127. Clayton(GA), County of,Georgia 1086. Adel(GA), City of,Georgia 1128. Clayton Community MH/SA/DS Service 1087. Advantage Behavioral Health Systems Board(GA),Georgia (GA),Georgia 1129. Clinch(GA), County of,Georgia 1088. Albany(GA), City of,Georgia 1130. Clinch County(GA)Hospital Authority, 1089. Albany Area Community Service Board Georgia d/b/a Aspire Behavioral Health& 1131. Cobb(GA) County of,Georgia Developmental Disability Services(GA), 1132. Cobb County Community Service Board Georgia (GA),Georgia 1090. Alma(GA), City of,Georgia 1133. Coffee(GA), County of(Sheriff Doyle T. 1091. Appling(GA), County of,Georgia Wooten),Georgia 1092. Appling(GA), County of(County Sheriff 1134. Columbia(GA), County of,Georgia Mark Melton),Georgia 1135. Columbus(GA), City of,Georgia 1093. Arlington(GA), City of,Georgia 1136. Community Mental Health Center of East 1094. Athens-Clarke County(GA),The Unified Central Georgia d/b/a Serenity Behavioral Government of,Georgia Health Systems(GA),Georgia 1095. Atkinson(GA),County of,Georgia 1137. Community Service Board of Middle 1096. Atlanta(GA),City of,Georgia Georgia(GA),Georgia 1097. Augusta(GA), City of,Augusta(GA), 1138. Cook(GA), County of,Georgia County of,Georgia 1139. Crawford(GA), County of(Sheriff Lewis 1098. Bacon(GA), County of,Georgia S. Walker),Georgia 1099. Bainbridge(GA), City of,Georgia 1140. Crisp(GA), County of,Georgia 1100. Baldwin(GA), County of(Sheriff William 1141. Crisp(GA), County of(Sheriff H.W. C. Massee,Jr.),Georgia Hancock),Georgia 1101. Banks(GA), County of,Georgia 1142. Dade(GA),County of,Georgia 1102. Bartow(GA), County of,Georgia 1143. Damascus(GA), City of,Georgia 1103. Ben Hill(GA), County of,Georgia 1144. Dawson(GA), City of,Georgia 1104. Berrien(GA), County of,Georgia 1145. Dawson(GA), County of,Georgia 1105. Bibb(GA), County of(Sheriff David J. 1146. Decatur(GA), County of,Georgia Davis),Georgia 1147. DeKalb(GA)County of,Georgia 1106. Bibb County School District(GA),Georgia 1148. Demorest(GA), City of,Georgia 1107. Blackshear(GA), City of,Georgia 1149. Dodge County Hospital Authority d/b/a 1108. Blakely(GA), City of,Georgia Dodge County Hospital(GA),Georgia 1109. Brantley(GA), County of,Georgia 1150. Dooly(GA), County of,Georgia G12 1151. Doraville(GA), City of,Georgia 1190. Houston(GA), County of(Sheriff Cullen 1152. Dougherty(GA), County of,Georgia Talton),Georgia 1153. Douglas(GA), County of,Georgia 1191. Irwin(GA), County of, Georgia 1154. Dunwoody(GA), City of,Georgia 1192. Jackson(GA), County of,Georgia 1155. Early(GA), County of,Georgia 1193. Jasper(GA),County of,Georgia 1156. Echols(GA), County of,Georgia 1194. Jeff Davis(GA), County of,Georgia 1157. Effingham(GA), County of,Georgia 1195. Jeff Davis(GA), County of(Sheriff 1158. Elbert(GA), County of,Georgia Preston Bohannon),Georgia 1159. Emanuel(GA),County of,Georgia 1196. Jefferson(GA),County of,Georgia 1160. Evans(GA), County of,Georgia 1197. Johnson(GA), County of,Georgia 1161. Evans Memorial Hospital,Inc. (GA), 1198. Jones(GA), County of,Georgia Georgia 1199. Jones(GA), County of(Sheriff R.N. Butch 1162. Fannin(GA),County of,Georgia Reece),Georgia 1163. Fayette(GA), County of,Georgia 1200. Lakeland(GA), City of,Georgia 1164. Fitzgerald(GA), City of,Georgia 1201. Lanier(GA), County of,Georgia 1165. Floyd(GA), County of,Georgia 1202. Laurens(GA), County of,Georgia 1166. Forsyth(GA), County of,Georgia 1203. Laurens(GA), County of(Sheriff Larry H. 1167. Fulton(GA), County of,Georgia Dean),Georgia 1168. Gainesville(GA), City of,Georgia 1204. Lee(GA), County of,Georgia 1169. Gateway Community Service Board(GA), 1205. Liberty(GA), County of,Georgia Georgia 1206. Lincoln(GA), County of,Georgia 1170. Georgia Mountains Community Services 1207. Long(GA),County of,Georgia d/b/a Avita Community Partners(GA), 1208. Lookout Mountain Community Service Georgia Board(GA),Georgia 1171. Georgia Pines Community Service Board 1209. Lowndes(GA),County of,Georgia (GA),Georgia 1210. Lumpkin(GA), County of,Georgia 1172. Glascock(GA), County of,Georgia 1211. Macon(GA),County of,Georgia 1173. Glynn(GA), County of,Georgia 1212. Macon-Bibb County(GA),Unified 1174. Glynn(GA), County of(Sheriff E.Neal Government of,Georgia Jump),Georgia 1213. Madison(GA), County of,Georgia 1175. Grady(GA), County of,Georgia 1214. McDuffie(GA), County of,Georgia 1176. Greene(GA), County of,Georgia 1215. McIntosh(GA), County of,Georgia 1177. Gwinnett(GA), County of,Georgia 1216. Meriwether(GA), County of,Georgia 1178. Habersham(GA), County of,Georgia 1217. Meriwether(GA), County of(Sheriff 1179. Habersham County Medical Center(GA), Chuck Smith),Georgia Georgia 1218. Middle Flint Area Community Service 1180. Hall(GA),County of,Georgia Board d/b/a Middle Flint Behavioral 1181. Hancock(GA),County of,Georgia Healthcare(GA),Georgia 1182. Harris(GA), County of(Sheriff Mike 1219. Milledgeville(GA),City of,Georgia Jolley),Georgia 1220. Monroe(GA), County of,Georgia 1183. Heard(GA), County of,Georgia 1221. Montgomery(GA),County of,Georgia 1184. Henry(GA), County of,Georgia 1222. Murray(GA), County of(Sheriff Gary 1185. Highland Rivers Community Service Board Langford),Georgia d/b/a Highland Rivers Health(GA), 1223. Nashville(GA), City of,Georgia Georgia 1224. New Horizons Community Service Board 1186. Hospital Authority of Bainbridge and (GA),Georgia Decatur County(GA),Georgia 1225. Newton(GA), County of,Georgia 1187. Hospital Authority of Baxley and Appling 1226. Oconee(GA),County of,Georgia County(GA),Georgia 1227. Oconee(GA),County of(Sheriff Scott R. 1188. Hospital Authority of Bleckley County Berry),Georgia (GA)d/b/a Bleckley Memorial Hospital, 1228. Oglethorpe(GA), County of,Georgia Georgia 1229. Peach(GA),County of,Georgia 1189. Houston(GA), County of,Georgia C-13 1230. Peach(GA),County of(Sheriff Terry 1271. Wayne(GA), County of,Georgia Deese),Georgia 1272. Wayne(GA), County of(Sheriff John G. 1231. Pierce(GA),County of,Georgia Carter),Georgia 1232. Pierce(GA),County of(Sheriff Ramsey 1273. Wayne County(GA),Hospital Authority, Bennett),Georgia Georgia 1233. Pike(GA), County of,Georgia 1274. Whitfield(GA), County of,Georgia 1234. Pineland Behavioral Health and 1275. Wilcox(GA), County of,Georgia Developmental Disabilities CSB (GA), 1276. Wilkes(GA), County of,Georgia Georgia 1277. Wilkinson(GA), County of,Georgia 1235. Polk(GA), County of,Georgia 1278. Woodbury(GA), City of,Georgia 1236. Pooler(GA), City of,Georgia 1279. Worth(GA), County of,Georgia 1237. Pulaski(GA), County of,Georgia 1280. Hawaii(HI), County of,Hawaii 1238. Rabun(GA), County of,Georgia 1281. Kaua'i(HI), County of,Hawaii 1239. Randolph(GA), County of,Georgia 1282. Ada(ID), County of,Idaho 1240. Richmond Hill(GA), City of,Georgia 1283. Adams(ID), County of,Idaho 1241. River Edge Behavioral Health(GA), 1284. Bannock(ID), County of,Idaho Georgia 1285. Bingham(ID), County of,Idaho 1242. Rockdale(GA), County of,Georgia 1286. Blaine(ID), County of,Idaho 1243. Rome(GA), City of,Georgia 1287. Boise(ID), City of,Idaho 1244. Sandy Springs(GA), City of,Georgia 1288. Boise(ID), County of,Idaho 1245. Satilla Community Services d/b/a Unison 1289. Bonneville(ID), County of,Idaho Behavioral Health(GA),Georgia 1290. Camas(ID), County of,Idaho 1246. Savannah(GA), City of,Georgia 1291. Canyon(ID), County of,Idaho 1247. Schley(GA), County of,Georgia 1292. Caribou(ID), County of,Idaho 1248. Screven(GA), County of,Georgia 1293. Cassia(ID), County of,Idaho 1249. Screven(GA), County of(Sheriff Mike 1294. Chubbuck(ID), City of,Idaho Kile),Georgia 1295. Elmore(ID), County of,Idaho 1250. Seminole(GA), County of,Georgia 1296. Gooding(ID), County of,Idaho 1251. Spalding(GA),County of,Georgia 1297. Latah(ID), County of,Idaho 1252. Springfield(GA), City of,Georgia 1298. Minidoka(ID), County of,Idaho 1253. Stephens(GA), County of,Georgia 1299. Owyhee(ID), County of,Idaho 1254. Sumter(GA), County of,Georgia 1300. Payette(ID), County of,Idaho 1255. Taliaferro(GA), County of,Georgia 1301. Pocatello(ID), City of,Idaho 1256. Tattnall(GA), County of,Georgia 1302. Preston(ID), City of,Idaho 1257. Telfair(GA), County of(Sheriff Chris 1303. Twin Falls(ID),City of,Idaho Steverson),Georgia 1304. Twin Falls(ID),County of,Idaho 1258. Tift(GA), County of(Sheriff Gene 1305. Addison(IL),Village of,Illinois Scarbrough),Georgia 1306. Alexander(IL),County of,Illinois 1259. Tifton(GA), City of,Georgia 1307. Anna(IL), City of,Illinois 1260. Toombs(GA),County of,Georgia 1308. Anna Hospital Corporation d/b/a Union 1261. Towns(GA), County of,Georgia County Hospital(IL),Illinois 1262. Troup(GA), County of,Georgia 1309. Bedford Park(IL),Village of,Illinois 1263. Twiggs(GA), County of,Georgia 1310. Bellwood(IL),Village of,Illinois 1264. Union(GA), County of,Georgia 1311. Bensenville(IL),Village of,Illinois 1265. Valdosta and Lowndes County(GA), 1312. Benton(IL),City of,Illinois Hospital Authority of d/b/a South Georgia 1313. Berkeley(IL),Village of,Illinois Medical Center,Georgia 1314. Berwyn(IL), City of,Illinois 1266. Walton(GA), County of,Georgia 1315. Board of Education of East Aurora, School 1267. Ware(GA), County of(Sheriff Randy F. District 131 (IL),Illinois Royal),Georgia 1316. Board of Education of Joliet Township 1268. Warren(GA), County of,Georgia High School,District 204(IL),Illinois 1269. Warwick(GA),City of,Georgia 1270. Washington(GA), County of,Georgia C-14 1317. Board of Education of Thornton Fractional 1366. Lawrence(IL), County of,Illinois Township High Schools,District 215 (IL), 1367. Lee(IL), County of,Illinois Illinois 1368. Livingston(IL), County of,Illinois 1318. Board of Education of Thornton Township 1369. Lyons(IL),Township of,Illinois High Schools,District 205 (IL),Illinois 1370. Lyons(IL),Village of,Illinois 1319. Bolingbrook(IL),Village of,Illinois 1371. Macoupin(IL), County of,Illinois 1320. Bond(IL), County of,Illinois 1372. Marion(IL), City of,Illinois 1321. Bridgeview(IL),Village of,Illinois 1373. Marion(IL), County of,Illinois 1322. Broadview(IL),Village of,Illinois 1374. Massac(IL),County of,Illinois 1323. Burbank(IL), City of,Illinois 1375. Massac Memorial,LLC d/b/a Massac 1324. Bureau(IL),County of,Illinois Memorial Hospital(IL),Illinois 1325. Calhoun(IL),County of,Illinois 1376. Maywood(IL),Village of,Illinois 1326. Carbondale(IL), City of,Illinois 1377. McCook(IL),Village of,Illinois 1327. Chicago(IL),Board of Education, School 1378. McHenry(IL), County of,Illinois District No. 299,Illinois 1379. McLean(IL), County of,Illinois 1328. Chicago(IL), City of,Illinois 1380. Melrose Park(IL),Village of,Illinois 1329. Chicago Heights(IL), City of,Illinois 1381. Merrionette Park(IL),Village of,Illinois 1330. Chicago Ridge(IL),Village of,Illinois 1382. Metropolis(IL), City of,Illinois 1331. Christian(IL), County of,Illinois 1383. North Riverside(IL),Village of,Illinois 1332. Coles(IL), County of,Illinois 1384. Northlake(IL), City of,Illinois 1333. Cook(IL), County of,Illinois 1385. Oak Lawn(IL),Village of,Illinois 1334. Countryside(IL), City of,Illinois 1386. Oak Park(IL),Village of,Illinois 1335. Dekalb(IL),County of,Illinois 1387. Orland Fire Protection District(IL),Illinois 1336. Dolton(IL),Village of,Illinois 1388. Orland Park(IL),Village of,Illinois 1337. DuPage(IL), County of,Illinois 1389. Palos Heights(IL), City of,Illinois 1338. Edwards(IL),County of,Illinois 1390. Palos Hills(IL), City of,Illinois 1339. Effingham(IL), County of,Illinois 1391. Pekin(IL), City of,Illinois 1340. Evergreen Park(IL),Village of,Illinois 1392. Peoria(IL), City of,Illinois 1341. Forest Park(IL),Village of,Illinois 1393. Piatt(IL), County of,Illinois 1342. Franklin(IL),County of,Illinois 1394. Posen(IL),Village of,Illinois 1343. Franklin Park(IL),Village of,Illinois 1395. Princeton(IL), City of,Illinois 1344. Gallatin(IL), County of,Illinois 1396. Pulaski(IL), County of,Illinois 1345. Granite City(IL), City of,Illinois 1397. River Forest(IL),Village of,Illinois 1346. Hamilton(IL), County of,Illinois 1398. River Grove(IL),Village of,Illinois 1347. Hardin(IL)County of,Illinois 1399. Riverside(IL),Village of,Illinois 1348. Harrisburg(IL), City of,Illinois 1400. Rockford(IL), City of,Illinois 1349. Harvey(IL), City of,Illinois 1401. Saline(IL), County of,Illinois 1350. Harwood Heights(IL),Village of,Illinois 1402. Sangamon(IL), County of,Illinois 1351. Henry(IL),County of,Illinois 1403. Schiller Park(IL),Village of,Illinois 1352. Herrin(IL),City of,Illinois 1404. Schuyler(IL), County of,Illinois 1353. Hillside(IL),Village of,Illinois 1405. Sesser(IL), City of,Illinois 1354. Hodgkins(IL),Village of,Illinois 1406. Shelby(IL), County of,Illinois 1355. Hoffman Estates(IL),Village of,Illinois 1407. St. Clair(IL), County of,Illinois 1356. Jasper(IL), County of,Illinois 1408. Stone Park(IL),Village of,Illinois 1357. Jefferson(IL), County of,Illinois 1409. Streator(IL), City of,Illinois 1358. Jersey(IL),County of,Illinois 1410. Summit(IL),Village of,Illinois 1359. Johnson(IL), County of,Illinois 1411. Tinley Park(IL),Village of,Illinois 1360. Kane(IL), County of,Illinois 1412. Union(IL), County of,Illinois 1361. Kankakee(IL), City of,Illinois 1413. Wabash(IL), County of,Illinois 1362. Kendall(IL), County of,Illinois 1414. Washington(IL), County of,Illinois 1363. LaGrange Park(IL),Village of,Illinois 1415. Waukegan Community Unit School 1364. Lake(IL), County of,Illinois District(IL),Illinois 1365. LaSalle(IL), County of,Illinois 1416. West Frankfort(IL),City of,Illinois C-15 1417. West Franklin(IL), County of(Central 1466. Marshall(IN), County of,Indiana Dispatch),Illinois 1467. Martinsville(IN), City of,Indiana 1418. White(IL), County of,Illinois 1468. Mishawaka(IN), City of,Indiana 1419. Will(IL), County of,Illinois 1469. Monroe(IN),County of,Indiana 1420. Williamson(IL),County of,Illinois 1470. Montpelier(IN), City of,Indiana 1421. Winnebago(IL),County of,Illinois 1471. Mooresville(IN),Town of,Indiana 1422. Alexandria(IN), City of,Indiana 1472. Morgan(IN),County of,Indiana 1423. Allen(IN), County of(Board of 1473. Muncie(IN), City of,Indiana Commissioners),Indiana 1474. New Albany(IN), City of,Indiana 1424. Atlanta(IN),Town of,Indiana 1475. New Castle(IN), City of,Indiana 1425. Austin(IN), City of,Indiana 1476. Noblesville(IN),City of,Indiana 1426. Beech Grove(IN), City of,Indiana 1477. Orange(IN), County of,Indiana 1427. Benton(IN), County of,Indiana 1478. Pendleton(IN),Town of,Indiana 1428. Blackford(IN), County of,Indiana 1479. Penn-Harris-Madison School Corporation 1429. Bloomington(IN), City of,Indiana (IN),Indiana 1430. Brownstown(IN),Town of,Indiana 1480. Peru(IN), City of,Indiana 1431. Chandler(IN),Town of,Indiana 1481. Plainfield(IN),Town of,Indiana 1432. Connersville(IN), City of,Indiana 1482. Porter(IN), County of,Indiana 1433. Danville(IN),Town of,Indiana 1483. Portland(IN), City of,Indiana 1434. Delaware(IN), County of,Indiana 1484. Pulaski(IN), County of,Indiana 1435. Elwood(IN), City of,Indiana 1485. Richmond(IN), City of,Indiana 1436. Evansville(IN), City of,Indiana 1486. Ripley(IN), County of,Indiana 1437. Fayette(IN), County of,Indiana 1487. School City of Mishawaka(IN),Indiana 1438. Fishers(IN), City of,Indiana 1488. Seymour(IN), City of,Indiana 1439. Fort Wayne(IN), City of,Indiana 1489. Shelbyville(IN), City of,Indiana 1440. Fort Wayne Community Schools(IN), 1490. Sheridan(IN),Town of,Indiana Indiana 1491. Smith-Green Community Schools(IN), 1441. Franklin(IN), City of,Indiana Indiana 1442. Franklin(IN), County of(Board of 1492. South Bend(IN), City of,Indiana Commissioners),Indiana 1493. South Bend Community School 1443. Gary(IN), City of,Indiana Corporation(IN),Indiana 1444. Greenwood(IN), City of,Indiana 1494. St. Joseph(IN),County of,Indiana 1445. Hammond(IN),City of,Indiana 1495. Starke(IN), County of,Indiana 1446. Harrison(IN), County of,Indiana 1496. Terre Haute(IN), City of,Indiana 1447. Hartford(IN), City of,Indiana 1497. Tippecanoe(IN), County of,Indiana 1448. Howard(IN), County of,Indiana 1498. Upland(IN),Town of,Indiana 1449. Huntington(IN),City of,Indiana 1499. Vanderburgh(IN), County of,Indiana 1450. Indianapolis(IN), City of,Indiana 1500. Vigo(IN), County of,Indiana 1451. Jackson(IN), County of,Indiana 1501. West Lafayette(IN), City of,Indiana 1452. Jasper(IN),City of,Indiana 1502. Westfield(IN)City of,Indiana 1453. Jay(IN), County of,Indiana 1503. Zionsville(IN),Town of,Indiana 1454. Jeffersonville(IN), City of,Indiana 1504. Adair(IA), County of,Iowa 1455. Jennings(IN), County of,Indiana 1505. Adams(IA), County of,Iowa 1456. Kokomo(IN), City of,Indiana 1506. Allamakee(IA), County of,Iowa 1457. Lafayette(IN), City of,Indiana 1507. Appanoose(IA), County of,Iowa 1458. Lake(IN), County of,Indiana 1508. Audubon(IA), County of,Iowa 1459. LaPorte(IN), County of,Indiana 1509. Benton(IA), County of,Iowa 1460. Lawrence(IN), City of,Indiana 1510. Black Hawk(IA), County of,Iowa 1461. Lawrence(IN), County of,Indiana 1511. Bremer(IA), County of,Iowa 1462. Logansport(IN),City of,Indiana 1512. Buchanan(IA), County of,Iowa 1463. Madison(IN), City of,Indiana 1513. Buena Vista(IA), County of,Iowa 1464. Madison(IN), County of,Indiana 1514. Calhoun(IA), County of,Iowa 1465. Marion(IN), County of,Indiana 1515. Carroll(IA), County of,Iowa C-16 1516. Cedar(IA), County of,Iowa 1569. Wright(IA), County of,Iowa 1517. Cerro Gordo(IA), County of,Iowa 1570. Allen(KS), County of(Board of 1518. Cherokee(IA),County of,Iowa Commissioners),Kansas 1519. Chickasaw(IA), County of,Iowa 1571. Barber(KS), County of(Board of 1520. Clay(IA), County of,Iowa Commissioners),Kansas 1521. Clayton(IA), County of,Iowa 1572. Bourbon(KS), County of,Kansas 1522. Clinton(IA), County of,Iowa 1573. Cherokee(KS),County of(Board of 1523. Dallas(IA), County of,Iowa Commissioners),Kansas 1524. Delaware(IA), County of,Iowa 1574. Cowley(KS), County of(Board of 1525. Des Moines(IA), County of,Iowa Commissioners),Kansas 1526. Emmet(IA), County of,Iowa 1575. Crawford(KS), County of(Board of 1527. Fayette(IA), County of,Iowa Commissioners),Kansas 1528. Fremont(IA), County of,Iowa 1576. Dickinson(KS), County of(Board of 1529. Hamilton(IA), County of,Iowa County Counselors),Kansas 1530. Hancock(IA), County of,Iowa 1577. Elk(KS), County of(Board of 1531. Hardin(IA),County of,Iowa Commissioners),Kansas 1532. Harrison(IA), County of,Iowa 1578. Elkhardt(KS),City of,Kansas 1533. Henry(IA), County of,Iowa 1579. Finney(KS), County of(Board of 1534. Howard(IA), County of,Iowa Commissioners),Kansas 1535. Humboldt(IA), County of,Iowa 1580. Ford(KS), County of(Board of 1536. Ida(IA), County of,Iowa Commissioners),Kansas 1537. Jasper(IA),County of,Iowa 1581. Grant(KS), County of(Board of 1538. Johnson(IA),County of,Iowa Commissioners),Kansas 1539. Jones(IA), County of,Iowa 1582. Greenwood(KS), County of(Board of 1540. Keokuk(IA),County of,Iowa Commissioners),Kansas 1541. Lee(IA), County of,Iowa 1583. Harvey(KS) County of,Kansas 1542. Lyon(IA), County of,Iowa 1584. Johnson(KS), County of,Kansas 1543. Madison(IA), County of,Iowa 1585. Leavenworth(KS), County of(Board of 1544. Mahaska(IA), County of,Iowa Commissioners),Kansas 1545. Marion(IA), County of,Iowa 1586. Manter(KS), City of,Kansas 1546. Mills(IA), County of,Iowa 1587. Meade(KS), County of(Board of 1547. Mitchell(IA), County of,Iowa Commissioners),Kansas 1548. Monroe(IA),County of,Iowa 1588. Montgomery(KS), County of,Kansas 1549. Montgomery(IA),County of,Iowa 1589. Morton(KS), County of(Board of 1550. Muscatine(IA), County of,Iowa Commissioners),Kansas 1551. O'Brien(IA),County of,Iowa 1590. Neosho(KS),County of(Board of 1552. Osceola(IA), County of,Iowa Commissioners),Kansas 1553. Plymouth(IA), County of,Iowa 1591. Overland Park(KS), City of,Kansas 1554. Pocahontas(IA), County of,Iowa 1592. Pratt(KS), County of(Board of 1555. Polk(IA), County of,Iowa Commissioners),Kansas 1556. Pottawattamie(IA), County of,Iowa 1593. Reno(KS), County of,Kansas 1557. Poweshiek(IA), County of,Iowa 1594. Sedgwick(KS), County of(Board of 1558. Sac(IA), County of,Iowa Commissioners),Kansas 1559. Scott(IA), County of,Iowa 1595. Seward(KS), County of(Board of 1560. Shelby(IA), County of,Iowa Commissioners),Kansas 1561. Sioux(IA), County of,Iowa 1596. Shawnee(KS), County of(Board of 1562. Tama(IA), County of,Iowa Commissioners),Kansas 1563. Taylor(IA), County of,Iowa 1597. Stanton(KS),County of(Board of 1564. Union(IA), County of,Iowa Commissioners),Kansas 1565. Webster(IA), County of,Iowa 1598. Ulysses(KS), City of,Kansas 1566. Winnebago(IA), County of,Iowa 1599. Wabaunsee(KS), County of(Board of 1567. Winneshiek(IA), County of,Iowa Counsellors),Kansas 1568. Worth(IA), County of,Iowa 1600. Wichita(KS), City of,Kansas C-17 1601. Wyandotte County-Kansas City(KS), 1628. Bracken(KY), County of(Fiscal Court), Unified Government of,Kansas Kentucky 1602. Adair(KY), County(Fiscal Court), 1629. Breathitt(KY), County of(Fiscal Court), Kentucky Kentucky 1603. Allen(KY), County of(Fiscal Court), 1630. Breckinridge(KY), County of(Fiscal Kentucky Court),Kentucky 1604. Anderson(KY), County of(Fiscal Court), 1631. Buckhorn(KY), City of,Kentucky Kentucky 1632. Bullitt(KY), County of(Fiscal Court), 1605. Ballard(KY), County of(Fiscal Court), Kentucky Kentucky 1633. Caldwell(KY), County of(Fiscal Court), 1606. Bath(KY), County of(Fiscal Court), Kentucky Kentucky 1634. Calloway(KY), County of(Fiscal Court), 1607. Bell(KY), County of(Fiscal Court), Kentucky Kentucky 1635. Campbell(KY), County of(Fiscal Court), 1608. Bellefonte(KY), City of,Kentucky Kentucky 1609. Benham(KY), City of,Kentucky 1636. Campbellsville(KY), City of,Kentucky 1610. Board of Education of Breathitt County 1637. Carlisle(KY), County of(Fiscal Court), Public Schools(KY),Kentucky Kentucky 1611. Board of Education of Bullitt County 1638. Carter(KY), County of(Fiscal Court), Public Schools(KY),Kentucky Kentucky 1612. Board of Education of Estill County Public 1639. Casey(KY), County of(Fiscal Court), Schools(KY),Kentucky Kentucky 1613. Board of Education of Fayette County 1640. Christian(KY), County of(Fiscal Court), Public Schools(KY),Kentucky Kentucky 1614. Board of Education of Harrison County 1641. Clark(KY),County of(Fiscal Court), Public Schools(KY),Kentucky Kentucky 1615. Board of Education of Hart County Public 1642. Clay(KY), County of(Fiscal Court), Schools(KY),Kentucky Kentucky 1616. Board of Education of Jefferson County 1643. Clinton(KY), County of(Fiscal Court), Public Schools(KY),Kentucky Kentucky 1617. Board of Education of Johnson County 1644. Columbia(KY), City of,Kentucky Public School District(KY),Kentucky 1645. Covington(KY),City of,Kentucky 1618. Board of Education of LaRue County 1646. Cumberland(KY), County of(Fiscal Public Schools(KY),Kentucky Court),Kentucky 1619. Board of Education of Lawrence County 1647. Daviess(KY), County of(Fiscal Court), Public Schools(KY),Kentucky Kentucky 1620. Board of Education of Martin County 1648. Edmonson(KY), County of(Fiscal Court), Public Schools(KY),Kentucky Kentucky 1621. Board of Education of Menifee County 1649. Elliott(KY), County of(Fiscal Court), Public Schools(KY),Kentucky Kentucky 1622. Board of Education of Owsley County 1650. Estill(KY)County Emergency Medical Public Schools(KY),Kentucky Services,Kentucky 1623. Board of Education of Wolfe County 1651. Estill(KY), County of(Fiscal Court), Public Schools(KY),Kentucky Kentucky 1624. Boone(KY), County of(Fiscal Court), 1652. Fleming(KY), County of(Fiscal Court), Kentucky Kentucky 1625. Bourdon(KY), County of(Fiscal Court), 1653. Florence(KY), City of,Kentucky Kentucky 1654. Floyd(KY), County of(Fiscal Court), 1626. Boyd(KY), County of(Fiscal Court), Kentucky Kentucky 1655. Franklin(KY),County of(Fiscal Court), 1627. Boyle(KY), County of(Fiscal Court), Kentucky Kentucky 1656. Fulton(KY), County of(Fiscal Court), Kentucky C-18 1657. Gallatin(KY), County of(Fiscal Court), 1688. Lawrence(KY), County of(Fiscal Court), Kentucky Kentucky 1658. Garrard(KY), County of(Fiscal Court), 1689. Lee(KY), County of(Fiscal Court), Kentucky Kentucky 1659. Grant(KY),County of(Fiscal Court), 1690. Leslie(KY), County of(Fiscal Court), Kentucky Kentucky 1660. Grayson(KY), City of,Kentucky 1691. Letcher(KY), County of(Fiscal Court), 1661. Green(KY), County of(Fiscal Court), Kentucky Kentucky 1692. Lewis(KY), County of(Fiscal Court), 1662. Greenup(KY), City of,Kentucky Kentucky 1663. Greenup(KY), County of(Fiscal Court), 1693. Lexington-Fayette County(KY),Urban Kentucky Government of,Kentucky 1664. Hancock(KY),County of(Fiscal Court), 1694. Lincoln(KY), County of(Fiscal Court), Kentucky Kentucky 1665. Hardin(KY),County of(Fiscal Court), 1695. Logan(KY), County of(Fiscal Court), Kentucky Kentucky 1666. Hardin Memorial Hospital(KY),Kentucky 1696. London(KY), City of,Kentucky 1667. Harlan(KY), City of,Kentucky 1697. Louisville/Jefferson County(KY),Metro 1668. Harlan(KY), County of(Fiscal Court), Government of,Kentucky Kentucky 1698. Loyall(KY), City of,Kentucky 1669. Harrison(KY), County of(Fiscal Court), 1699. Lynch(KY), City of,Kentucky Kentucky 1700. Madison(KY), County(Fiscal Court), 1670. Hart(KY), County of(Fiscal Court), Kentucky Kentucky 1701. Manchester(KY), City of,Kentucky 1671. Henderson(KY), City of,Kentucky 1702. Marshall(KY), County of(Fiscal Court), 1672. Henderson(KY), County of(Fiscal Court), Kentucky Kentucky 1703. Martin(KY), County of(Fiscal Court), 1673. Henry(KY), County of(Fiscal Court), Kentucky Kentucky 1704. Mason(KY), County of(Fiscal Court), 1674. Hickman(KY), County of(Fiscal Court), Kentucky Kentucky 1705. McCracken(KY), County of(Fiscal 1675. Hillview(KY), City of,Kentucky Court),Kentucky 1676. Hopkins(KY), County of(Fiscal Court), 1706. McLean(KY), County of(Fiscal Court), Kentucky Kentucky 1677. Hyden(KY),City of,Kentucky 1707. Meade(KY), County of(Fiscal Court), 1678. Inez(KY), City of,Kentucky Kentucky 1679. Jamestown(KY), City of,Kentucky 1708. Mercer(KY),County of(Fiscal Court), 1680. Jenkins(KY), City of,Kentucky Kentucky 1681. Jessamine(KY), County of(Fiscal Court), 1709. Monroe(KY), County of(Fiscal Court), Kentucky Kentucky 1682. Kenton(KY), County of(Fiscal Court), 1710. Montgomery(KY),County of(Fiscal Kentucky Court),Kentucky 1683. Kentucky River District Health Department 1711. Morehead(KY), City of,Kentucky (KY),Kentucky 1712. Morgan(KY), County of(Fiscal Court), 1684. Knott(KY), County of(Fiscal Court), Kentucky Kentucky 1713. Morganfield(KY),City of,Kentucky 1685. Knox(KY), County of(Fiscal Court), 1714. Mt. Washington(KY), City of,Kentucky Kentucky 1715. Muhlenberg(KY), County of(Fiscal 1686. Larue(KY), County of(Fiscal Court), Court),Kentucky Kentucky 1716. Murray(KY), City of,Kentucky 1687. Laurel(KY), County of(Fiscal Court), 1717. Nicholas(KY), Count of(Fiscal Court), Kentucky Kentucky C-19 1718. Ohio(KY), County of(Fiscal Court), 1752. Whitesburg(KY), City of,Kentucky Kentucky 1753. Whitley(KY), County of,Kentucky 1719. Oldham(KY), County of(Fiscal Court), 1754. Winchester(KY), City of,Kentucky Kentucky 1755. Wolfe(KY),County of(Fiscal Court), 1720. Owen(KY),County of(Fiscal Court), Kentucky Kentucky 1756. Woodford(KY), County of(Fiscal Court), 1721. Owensboro(KY), City of,Kentucky Kentucky 1722. Owsley(KY),County of(Fiscal Court), 1757. Worthington(KY), City of,Kentucky Kentucky 1758. Acadia-St. Landry(LA)Hospital Service 1723. Paducah(KY),City of,Kentucky District d/b/a Acadia-St. Landry Hospital, 1724. Paintsville(KY),City of,Kentucky Louisiana 1725. Pendleton(KY), County(Fiscal Court), 1759. Alexandria(LA), City of,Louisiana Kentucky 1760. Allen(LA),Parish of(Sheriff),Louisiana 1726. Perry(KY), County of(Fiscal Court), 1761. Ascension(LA),Parish of,Louisiana Kentucky 1762. Ascension(LA),Parish of(Sheriff), 1727. Pike(KY), County of,Kentucky Louisiana 1728. Pineville(KY), City of,Kentucky 1763. Ascension(LA),Parish School Board, 1729. Pippa Passes(KY), City of,Kentucky Louisiana 1730. Powell(KY), County of(Fiscal Court), 1764. Assumption(LA),Parish of(Police Jury), Kentucky Louisiana 1731. Prestonsburg(KY), City of, Kentucky 1765. Assumption(LA),Parish of(Sheriff Leland 1732. Pulaski(KY), County of(Fiscal Court), Falcon),Louisiana Kentucky 1766. Avoyelles(LA),Parish of(Police Jury), 1733. Rowan(KY), County of(Fiscal Court), Louisiana Kentucky 1767. Avoyelles(LA),Parish of(Sheriff), 1734. Russell(KY), City of,Kentucky Louisiana 1735. Russell(KY), County of(Fiscal Court), 1768. Baldwin(LA),Town of,Louisiana Kentucky 1769. Bastrop(LA), City of,Louisiana 1736. Russell Springs(KY), City of,Kentucky 1770. Baton Rouge(LA), City of,Louisiana 1737. Scott(KY), County of(Fiscal Court), 1771. Beauregard(LA),Parish of(Police Jury), Kentucky Louisiana 1738. Shelby(KY), County of(Fiscal Court), 1772. Benton(LA)Fire No.4,Louisiana Kentucky 1773. Berwick(LA),Town of,Louisiana 1739. Shepherdsville(KY), City of,Kentucky 1774. Bienville(LA),Parish of,Louisiana 1740. South Shore(KY), City of,Kentucky 1775. Bogalusa(LA), City of,Louisiana 1741. Spencer(KY), County of(Fiscal Court), 1776. Bossier(LA)Parish Emergency Medical Kentucky Services Ambulance District,Louisiana 1742. Taylor(KY), County of(Fiscal Court), 1777. Bossier(LA),City of, Louisiana Kentucky 1778. Bossier(LA),Parish of,Louisiana 1743. Taylor County Hospital District Health 1779. Caddo(LA)Fire Protection District No. 1, Facilities Corporation(KY),Kentucky Louisiana 1744. Todd(KY),County of(Fiscal Court), 1780. Caddo(LA),Parish of,Louisiana Kentucky 1781. Calcasieu(LA),Parish of(Police Jury), 1745. Union(KY), County of(Fiscal Court), Louisiana Kentucky 1782. Calcasieu(LA),Parish of(Sheriff), 1746. Vanceburg(KY), City of,Kentucky Louisiana 1747. Warfield(KY),City of,Kentucky 1783. Caldwell(LA),Parish of,Louisiana 1748. Warren(KY), County of,Kentucky 1784. Cameron(LA),Parish of,Louisiana 1749. Wayne(KY), County of(Fiscal Court), 1785. Catahoula(LA),Parish of(Police Jury), Kentucky Louisiana 1750. Webster(KY), County of(Fiscal Court), 1786. Catahoula(LA),Parish of(Sheriff Toney Kentucky Edwards),Louisiana 1751. West Liberty(KY),City of,Kentucky 1787. Claiborne(LA),Parish of,Louisiana C-20 1788. Concordia(LA),Parish of,Louisiana 1820. Jefferson Davis(LA),Parish of(Police 1789. Concordia(LA),Parish of(Sheriff Kenneth Jury),Louisiana Hedrick),Louisiana 1821. Jefferson Davis(LA),Parish of(Sheriff), 1790. Covington(LA), City of,Louisiana Louisiana 1791. Delhi(LA),Town of,Louisiana 1822. Jefferson Parish Hospital Service District 1 1792. Desoto(LA),Parish of,Louisiana (LA),Louisiana 1793. DeSoto Fire Protection District No. 8 (LA), 1823. Jefferson Parish Hospital Service District 2 Louisiana (LA),Louisiana 1794. Donaldsonville(LA), City of,Louisiana 1824. Kenner(LA), City of,Louisiana 1795. East Baton Rouge(LA),Parish of(Clerk of 1825. Lafayette(LA),Parish of(Sheriff), Court Office),Louisiana Louisiana 1796. East Baton Rouge(LA),Parish of(Sheriff), 1826. Lafourche(LA),Parish of,Louisiana Louisiana 1827. LaFourche Parish School Board(LA), 1797. East Carroll(LA),Parish of(Police Jury), Louisiana Louisiana 1828. Lake Charles(LA), City of,Louisiana 1798. East Carroll(LA),Parish of(Sheriff), 1829. Lake Providence(LA),Town of,Louisiana Louisiana 1830. LaSalle(LA),Parish of,Louisiana 1799. Eunice(LA), City of,Louisiana 1831. Lincoln(LA),Parish of(Sheriff), 1800. Evangeline(LA),Parish of(Police Jury), Louisiana Louisiana 1832. Livingston(LA),Parish of,Louisiana 1801. Evangeline(LA),Parish of(Sheriff), 1833. Livingston(LA),Parish of(Sheriff), Louisiana Louisiana 1802. Ferriday(LA),Town of,Louisiana 1834. Lutcher(LA),Town of,Louisiana 1803. Franklin(LA), City of,Louisiana 1835. Madisonville(LA),Town of,Louisiana 1804. Franklin(LA),Parish of,Louisiana 1836. Mandeville(LA), City of,Louisiana 1805. Gramercy(LA),Town of,Louisiana 1837. Monroe(LA), City of,Louisiana 1806. Grant(LA),Parish of(Police Jury), 1838. Morehouse(LA),Parish of(Police Jury), Louisiana Louisiana 1807. Grant(LA),Parish of(Sheriff),Louisiana 1839. Morehouse(LA),Parish of(Sheriff), 1808. Gretna(LA), City of,Louisiana Louisiana 1809. Hospital Service District No. 1 of The 1840. Morgan(LA), City of,Louisiana Parish of Avoyelles, State of Louisiana, 1841. Natchitoches(LA),Parish of(Parish d/b/a Bunkie General Hospital(LA), Council),Louisiana Louisiana 1842. New Iberia(LA), City of,Louisiana 1810. Hospital Service District No. 1 of The 1843. New Orleans(LA), City of,Louisiana Parish of LaSalle, State of Louisiana. d/b/a 1844. New Roads(LA), City of,Louisiana Hardtner Medical Center(LA),Louisiana 1845. North Caddo(LA)Hospital Service 1811. Iberia(LA),Parish of,Louisiana District d/b/a North Caddo Medical Center, 1812. Iberia(LA),Parish School Board of, Louisiana Louisiana 1846. Opelousas(LA), City of,Louisiana 1813. Iberville(LA),Parish of(Parish Council), 1847. Opelousas(LA),General Hospital Louisiana Authority,a Louisiana Public Trust d/b/a 1814. Jackson(LA),Parish of(Police Jury), Opelousas General Health System, Louisiana Louisiana 1815. Jackson(LA),Parish of(Sheriff), 1848. Orleans(LA),Parish of(Sheriff), Louisiana Louisiana 1816. Jean Lafitte(LA),Town of,Louisiana 1849. Orleans Parish Hospital Service District- 1817. Jefferson(LA),Parish of,Louisiana District A(LA),Louisiana 1818. Jefferson(LA),Parish of(Coroner's 1850. Ouachita(LA),Parish of(Police Jury), Office),Louisiana Louisiana 1819. Jefferson(LA),Parish of(Sheriff), 1851. Ouachita(LA),Parish of(Sherif, Louisiana Louisiana 1852. Patterson(LA), City of,Louisiana C-21 1853. Pearl River(LA),Town of,Louisiana 1888. St. Tammany Fire Protection District No. 1 1854. Pineville(LA), City of,Louisiana (LA),Louisiana 1855. Pointe Coupee(LA),Parish of(Policy 1889. St. Tammany Fire Protection District No. Jury),Louisiana 12 (LA),Louisiana 1856. Pointe Coupee Parish(LA)Health Services 1890. St. Tammany Fire Protection District No. District Number 1,Louisiana 13 (LA),Louisiana 1857. Rapides(LA),Parish of,Louisiana 1891. St. Tammany Fire Protection District No. 2 1858. Rapides(LA),Parish of(Police Jury), (LA),Louisiana Louisiana 1892. St. Tammany Fire Protection District No. 3 1859. Red River(LA)Fire Protection District, (LA),Louisiana Louisiana 1893. St. Tammany Fire Protection District No. 5 1860. Red River(LA),Parish of,Louisiana (LA),Louisiana 1861. Richland(LA),Parish of,Louisiana 1894. Tensas(LA),Parish of(Sheriff),Louisiana 1862. Richland(LA),Parish of(Sheriff), 1895. Terrebonne(LA),Parish of,Louisiana Louisiana 1896. Terrebonne(LA),Parish of(Sheriff), 1863. Richwood(LA),Town of,Louisiana Louisiana 1864. Sabine(LA),Parish of(Police Jury), 1897. Union(LA),Parish of,Louisiana Louisiana 1898. Union(LA),Parish of(Sheriff),Louisiana 1865. Sabine(LA),Parish of(Sheriff),Louisiana 1899. Vermilion(LA),Parish of(Police Jury), 1866. Shreveport(LA), City of,Louisiana Louisiana 1867. Slidell(LA), City of,Louisiana 1900. Vernon(LA),Parish of(Police Jury), 1868. St. Bernard(LA),Parish of,Louisiana Louisiana 1869. St. Bernard(LA),Parish of(Coroner Dr. 1901. Vernon(LA),Parish of(Sheriff),Louisiana Bryan Bermcci),Louisiana 1902. Washington(LA),Parish of,Louisiana 1870. St. Bernard(LA),Parish of(Sheriff), 1903. Washington(LA),Parish of(Sheriff), Louisiana Louisiana 1871. St. Bernard Parish School Board(LA), 1904. Webster(LA),Parish of,Louisiana Louisiana 1905. West Ascension Parish(LA)Hospital 1872. St. Charles(LA),Parish of,Louisiana Service District dba Prevost Memorial 1873. St. Charles(LA),Parish of(Sheriff), Hospital,Louisiana Louisiana 1906. West Baton Rouge(LA)Fire Protection 1874. St. James(LA),Parish of,Louisiana District No. 1,Louisiana 1875. St. James Parish School Board(LA), 1907. West Baton Rouge(LA),Parish of, Louisiana Louisiana 1876. St. John the Baptist(LA),Parish of, 1908. West Carroll(LA),Parish of,Louisiana Louisiana 1909. West Carroll(LA),Parish of(Police Jury), 1877. St. Landry(LA),Parish of,Louisiana Louisiana 1878. St. Landry(LA),Parish of(Sheriff), 1910. West Monroe(LA), City of,Louisiana Louisiana 1911. Westwego(LA), City of,Louisiana 1879. St. Martin(LA),Parish of,Louisiana 1912. Winn(LA),Parish of(Police Jury), 1880. St. Martinville(LA), City of,Louisiana Louisiana 1881. St. Mary(LA),Parish of,Louisiana 1913. Androscoggin(ME), County of,Maine 1882. St. Mary(LA),Parish of(Sheriff), 1914. Aroostook(ME), County of,Maine Louisiana 1915. Auburn(ME), City of,Maine 1883. St. Mary(LA),Parish School Board of, 1916. Augusta(ME), City of,Maine Louisiana 1917. Bangor(ME),City of,Maine 1884. St. Tammany(LA)Fire Protection District 1918. Biddeford(ME), City of,Maine No. 4,Louisiana 1919. Board of Education of Bangor School 1885. St. Tammany(LA),Parish of,Louisiana Department(ME),Maine 1886. St. Tammany(LA),Parish of(Coroner's 1920. Board of Education of Maine Regional Office),Louisiana School Unit 10(ME),Maine 1887. St. Tammany(LA),Parish of(Sheriff), 1921. Board of Education of Maine Regional Louisiana School Unit 13 (ME),Maine C-22 1922. Board of Education of Maine Regional 1949. Ellsworth School Department(ME),The School Unit 25 (ME),Maine Board of Education of,Maine 1923. Board of Education of Maine Regional 1950. Kennebec(ME), County of,Maine School Unit 26(ME),Maine 1951. Knox(ME), County of,Maine 1924. Board of Education of Maine Regional 1952. Lewiston(ME), City of,Maine School Unit 29 (ME),Maine 1953. Lincoln(ME), County of,Maine 1925. Board of Education of Maine Regional 1954. Penobscot(ME),County of,Maine School Unit 34(ME),Maine 1955. Portland(ME), City of,Maine 1926. Board of Education of Maine Regional 1956. Rockland(ME), City of,Maine School Unit 40(ME),Maine 1957. Saco(ME), City of,Maine 1927. Board of Education of Maine Regional 1958. Sagadahoc (ME), County of,Maine School Unit 50(ME),Maine 1959. Sanford(ME), City of,Maine 1928. Board of Education of Maine Regional 1960. Somerset(ME), County of,Maine School Unit 57 (ME),Maine 1961. Waldo(ME), County of,Maine 1929. Board of Education of Maine Regional 1962. Washington(ME), County of,Maine School Unit 60(ME),Maine 1963. Waterville(ME), City of,Maine 1930. Board of Education of Maine Regional 1964. York(ME), County of,Maine School Unit 71 (ME),Maine 1965. Aberdeen(MD),City of,Maryland 1931. Board of Education of Maine Regional 1966. Allegany(MD), County of,Maryland School Unit 9 (ME),Maine 1967. Annapolis(MD), City of,Maryland 1932. Board of Education of Maine School 1968. Anne Arundel(MD), County of,Maryland Administrative District 11 (ME),Maine 1969. Balitmore(MD), County of,Maryland 1933. Board of Education of Maine School 1970. Baltimore(MD), City of(Mayor and City Administrative District 15 (ME),Maine Council),Maryland 1934. Board of Education of Maine School 1971. Baltimore City Board of School Administrative District 28/Five Town Commissioners(MD),Maryland Central School District(ME),Maine 1972. Bel Air(MD),City of,Maryland 1935. Board of Education of Maine School 1973. Berlin(MD), City of,Maryland Administrative District 35 (ME),Maine 1974. Bowie(MD), City of,Maryland 1936. Board of Education of Maine School 1975. Calvert(MD), County of(Commissioners), Administrative District 44(ME),Maine Maryland 1937. Board of Education of Maine School 1976. Cambridge(MD), City of,Maryland Administrative District 53 (ME),Maine 1977. Caroline(MD), County of,Maryland 1938. Board of Education of Maine School 1978. Carroll(MD), County of(Board of Administrative District 55 (ME),Maine Commissioners),Maryland 1939. Board of Education of Maine School 1979. Cecil(MD), County of,Maryland Administrative District 6(ME),Maine 1980. Charles(MD), County of(Commissioners), 1940. Board of Education of Maine School Maryland Administrative District 61 (ME),Maine 1981. Charlestown(MD), City of,Maryland 1941. Board of Education of Maine School 1982. Cottage City(MD),Town of,Maryland Administrative District 72 (ME),Maine 1983. Cumberland(MD), City of,Maryland 1942. Board of Education of Portland School 1984. Dorchester(MD), County of,Maryland Department(ME),Maine 1985. Forest Heights(MD),Town of,Maryland 1943. Board of Education of Scarborough School 1986. Frederick(MD), City of,Maryland Department(ME),Maine 1987. Frederick(MD), County of,Maryland 1944. Board of Education of South Portland 1988. Frostburg(MD)City of,Maryland School Department(ME),Maine 1989. Garrett(MD),County of,Maryland 1945. Board of Education of St. George 1990. Grantsville(MD), City of,Maryland Municipal School District(ME),Maine 1991. Hagerstown(MD), City of,Maryland 1946. Board of Education of Waterville School 1992. Harford(MD) County of,Maryland Department(ME),Maine 1993. Havre De Grace(MD), City of,Maryland 1947. Calais(ME), City of,Maine 1994. Howard(MD),County of,Maryland 1948. Cumberland(ME), County of,Maine 1995. Laurel(MD),City of,Maryland C-23 1996. Montgomery(MD), County of,Maryland 2038. Chelsea(MA), City of,Massachusetts 1997. Mountain Lake Park(MD), City of, 2039. Chicopee(MA), City of, Massachusetts Maryland 2040. Clarksburg(MA),Town of,Massachusetts 1998. North Brentwood(MD),Town of, 2041. Clinton(MA),Town of,Massachusetts Maryland 2042. Danvers(MA),Town of,Massachusetts 1999. North East(MD),City of,Maryland 2043. Dedham(MA),Town of,Massachusetts 2000. Oakland(MD), City of,Maryland 2044. Dennis(MA),Town of,Massachusetts 2001. Perryville(MD), City of,Maryland 2045. Douglas(MA),Town of,Massachusetts 2002. Prince George's(MD), County of, 2046. Dudley(MA),Town of,Massachusetts Maryland 2047. East Bridgewater(MA),Town of, 2003. Rockville(MD), City of(Mayor and Massachusetts Common Council),Maryland 2048. Eastham(MA),Town of,Massachusetts 2004. Seat Pleasant(MD),City of,Maryland 2049. Easthampton(MA), City of,Massachusetts 2005. Somerset(MD), County of,Maryland 2050. Easton(MA),Town of,Massachusetts 2006. St. Mary's(MD), County of 2051. Everett(MA), City of,Massachusetts (Commissioners),Maryland 2052. Fairhaven(MA),Town of,Massachusetts 2007. Talbot(MD), County of,Maryland 2053. Fall River(MA), City of,Massachusetts 2008. Upper Marlboro(MD),Town of,Maryland 2054. Falmouth(MA),Town of,Massachusetts 2009. Vienna(MD), City of,Maryland 2055. Fitchburg(MA), City of,Massachusetts 2010. Washington County(MD),County of 2056. Framingham(MA), City of,Massachusetts (Board of Commissioners),Maryland 2057. Freetown(MA),Town of,Massachusetts 2011. Westminster(MD), City of(Mayor and 2058. Georgetown(MA),Town of, Common Council),Maryland Massachusetts 2012. Wicomico(MD), County of,Maryland 2059. Gloucester(MA), City of,Massachusetts 2013. Acushnet(MA),Town of,Massachusetts 2060. Grafton(MA),Town of,Massachusetts 2014. Agawam(MA),Town of,Massachusetts 2061. Greenfield(MA), City of,Massachusetts 2015. Amesbury(MA),City of,Massachusetts 2062. Hanson(MA),Town of,Massachusetts 2016. Andover(MA),Town of,Massachusetts 2063. Haverhill(MA), City of,Massachusetts 2017. Aquinnah(MA),Town of,Massachusetts 2064. Holliston(MA),Town of,Massachusetts 2018. Athol(MA),Town of,Massachusetts 2065. Holyoke(MA), City of,Massachusetts 2019. Auburn(MA),Town of,Massachusetts 2066. Hopedale(MA),Town of,Massachusetts 2020. Ayer(MA),Town of,Massachusetts 2067. Hull(MA),Town of,Massachusetts 2021. Barnstable(MA),Town of,Massachusetts 2068. Kingston(MA),Town of,Massachusetts 2022. Belchertown(MA),Town of, 2069. Lakeville(MA),Town of,Massachusetts Massachusetts 2070. Leicester(MA),Town of,Massachusetts 2023. Beverly(MA), City of,Massachusetts 2071. Leominster(MA), City of,Massachusetts 2024. Billerica(MA),Town of,Massachusetts 2072. Leverett(MA),Town of,Massachusetts 2025. Boston(MA)Housing Authority, 2073. Longmeadow(MA),Town of, Massachusetts Massachusetts 2026. Boston(MA)Public Health Commission, 2074. Lowell(MA), City of,Massachusetts Massachusetts 2075. Ludlow(MA),Town of,Massachusetts 2027. Boston(MA),City of,Massachusetts 2076. Lunenberg(MA),Town of,Massachusetts 2028. Braintree(MA),Town of,Massachusetts 2077. Lynn(MA), City of,Massachusetts 2029. Brewster(MA),Town of,Massachusetts 2078. Lynnfield(MA),Town of,Massachusetts 2030. Bridgewater(MA),Town of, 2079. Malden(MA), City of,Massachusetts Massachusetts 2080. Marblehead(MA),Town of,Massachusetts 2031. Brockton(MA), City of,Massachusetts 2081. Marshfield(MA),Town of,Massachusetts 2032. Brookline(MA),Town of,Massachusetts 2082. Mashpee(MA),Town of,Massachusetts 2033. Cambridge(MA), City of,Massachusetts 2083. Mattapoisett(MA),Town of, 2034. Canton(MA),Town of,Massachusetts Massachusetts 2035. Carver(MA),Town of,Massachusetts 2084. Medford(MA), City of,Massachusetts 2036. Charlton(MA),Town of,Massachusetts 2085. Melrose(MA), City of,Massachusetts 2037. Chelmsford(MA),Town of,Massachusetts 2086. Methuen(MA), City of,Massachusetts C-24 2087. Middleborough(MA),Town of, 2132. Stoughton(MA),Town of,Massachusetts Massachusetts 2133. Sturbridge(MA),Town of,Massachusetts 2088. Milford(MA),Town of,Massachusetts 2134. Sudbury(MA),Town of,Massachusetts 2089. Millbury(MA),Town of,Massachusetts 2135. Sutton(MA),Town of,Massachusetts 2090. Millis(MA),Town of,Massachusetts 2136. Swampscott(MA),Town of, 2091. Nantucket(MA),Town of,Massachusetts Massachusetts 2092. Natick(MA),Town of,Massachusetts 2137. Templeton(MA),Town of,Massachusetts 2093. New Bedford(MA), City of,Massachusetts 2138. Tewksbury(MA),Town of,Massachusetts 2094. Newburyport(MA), City of,Massachusetts 2139. Truro(MA),Town of,Massachusetts 2095. North Adams(MA),City of,Massachusetts 2140. Tyngsborough(MA),Town of, 2096. North Andover(MA),Town of, Massachusetts Massachusetts 2141. Upton(MA),Town of,Massachusetts 2097. North Attleborough(MA),Town of, 2142. Wakefield(MA),Town of,Massachusetts Massachusetts 2143. Walpole(MA),Town of,Massachusetts 2098. North Reading(MA),Town of, 2144. Ware(MA),Town of,Massachusetts Massachusetts 2145. Warren(MA),Town of,Massachusetts 2099. Northampton(MA), City of,Massachusetts 2146. Watertown(MA),Town of,Massachusetts 2100. Northbridge(MA),Town of, 2147. Wellfleet(MA),Town of,Massachusetts Massachusetts 2148. West Boylston(MA),Town of, 2101. Norton(MA),Town of,Massachusetts Massachusetts 2102. Norwell(MA),Town of,Massachusetts 2149. West Bridgewater(MA),Town of, 2103. Norwood(MA),Town of,Massachusetts Massachusetts 2104. Orange(MA),Town of,Massachusetts 2150. West Springfield(MA),Town of, 2105. Oxford(MA),Town of,Massachusetts Massachusetts 2106. Palmer(MA),Town of,Massachusetts 2151. West Tisbury(MA),Town of, 2107. Peabody(MA), City of,Massachusetts Massachusetts 2108. Pembroke(MA),Town of,Massachusetts 2152. Westborough(MA),Town of, 2109. Pittsfield(MA), City of,Massachusetts Massachusetts 2110. Plainville(MA),Town of,Massachusetts 2153. Westford(MA),Town of,Massachusetts 2111. Plymouth(MA),Town of,Massachusetts 2154. Weymouth(MA),Town of,Massachusetts 2112. Provincetown(MA),Town of, 2155. Williamsburg(MA),Town of, Massachusetts Massachusetts 2113. Quincy(MA),City of,Massachusetts 2156. Wilmington(MA),Town of,Massachusetts 2114. Randolph(MA),Town of,Massachusetts 2157. Winchendon(MA),Town of, 2115. Rehoboth(MA),Town of,Massachusetts Massachusetts 2116. Revere(MA), City of,Massachusetts 2158. Winthrop(MA),Town of,Massachusetts 2117. Rockland(MA),Town of,Massachusetts 2159. Woburn(MA), City of,Massachusetts 2118. Salem(MA), City of,Massachusetts 2160. Worcester(MA), City of,Massachusetts 2119. Salisbury(MA),Town of,Massachusetts 2161. Alcona(MI), County of,Michigan 2120. Sandwich(MA),Town of,Massachusetts 2162. Alger(MI), County of,Michigan 2121. Scituate(MA),Town of,Massachusetts 2163. Alpena(MI), County of,Michigan 2122. Seekonk(MA),Town of,Massachusetts 2164. Antrim(MI), County of,Michigan 2123. Sheffield(MA),Town of,Massachusetts 2165. Arenac(MI), County of,Michigan 2124. Shirley(MA),Town of,Massachusetts 2166. Baraga(MI), County of,Michigan 2125. Somerset(MA),Town of,Massachusetts 2167. Bay(MI), County of,Michigan 2126. Somerville(MA), City of,Massachusetts 2168. Benzie(MI), County of,Michigan 2127. South Hadley(MA),Town of, 2169. Berrien(MI),County of,Michigan Massachusetts 2170. Branch(MI), County of,Michigan 2128. Southbridge(MA),Town of, 2171. Calhoun(MI), County of,Michigan Massachusetts 2172. Canton(MI), Charter Township of, 2129. Spencer(MA),Town of,Massachusetts Michigan 2130. Springfield(MA), City of,Massachusetts 2173. Cass(MI), County of,Michigan 2131. Stoneham(MA),Town of,Massachusetts 2174. Charlevoix(MI), County of,Michigan C-25 2175. Cheboygan(MI), County of,Michigan 2225. Ontonagon(MI), County of,Michigan 2176. Chippewa(MI), County of,Michigan 2226. Osceola(MI),County of,Michigan 2177. Clinton(MI), Charter Township of, 2227. Otsego(MI), County of,Michigan Michigan 2228. Pittsfield(MI), Charter Township of, 2178. Clinton(MI), County of,Michigan Michigan 2179. Crawford(MI), County of,Michigan 2229. Pontiac(MI), City of,Michigan 2180. Delta(MI),County of,Michigan 2230. Presque Isle(MI), County of,Michigan 2181. Detroit(MI), City of,Michigan 2231. Romulus(MI), City of,Michigan 2182. Detroit Wayne(MI),Mental Health 2232. Roscommon(MI), County of,Michigan Authority,Michigan 2233. Saginaw(MI), County of,Michigan 2183. Dickinson(MI), County of,Michigan 2234. Sanilac (MI), County of,Michigan 2184. East Lansing(MI), City of,Michigan 2235. Sault Ste. Marie(MI), City of,Michigan 2185. Eaton(MI), County of,Michigan 2236. Shiawassee(MI), County of,Michigan 2186. Escanaba(MI), City of,Michigan 2237. St. Clair(MI), County of,Michigan 2187. Flint(MI), City of,Michigan 2238. Sterling Heights(MI), City of,Michigan 2188. Genesee(MI), County of,Michigan 2239. Traverse City(MI), City of,Michigan 2189. Grand Rapids(MI), City of,Michigan 2240. Tuscola(MI), County of,Michigan 2190. Grand Traverse(MI), County of,Michigan 2241. Van Buren(MI),Township of,Michigan 2191. Gratiot(MI), County of,Michigan 2242. Warren(MI),City of,Michigan 2192. Harrison(MI), Charter Township of, 2243. Washtenaw(MI), County of,Michigan Michigan 2244. Wayne(MI),City of,Michigan 2193. Hillsdale(MI), County of,Michigan 2245. Wayne(MI),County of,Michigan 2194. Houghton(MI), County of,Michigan 2246. Westland(MI), City of,Michigan 2195. Huron(MI),Township of,Michigan 2247. Wexford(MI), County of,Michigan 2196. Ingham(MI), County of,Michigan 2248. Anoka(MN), County of,Minnesota 2197. Ionia(MI),County of,Michigan 2249. Beltrami(MN), County of,Minnesota 2198. Iosco(MI), County of,Michigan 2250. Big Stone(MN), County of,Minnesota 2199. Iron(MI),County of,Michigan 2251. Board of Education of Minnetonka School 2200. Iron Mountain(MI),City of,Michigan District No. 276(MN),Minnesota 2201. Isabella(MI),County of,Michigan 2252. Carlton(MN), County of,Minnesota 2202. Jackson(MI), City of,Michigan 2253. Carver(MN),County of,Minnesota 2203. Kalamazoo(MI), County of,Michigan 2254. Coon Rapids(MN), City of,Minnesota 2204. Kent(MI), County of,Michigan 2255. Dakota(MN), County of,Minnesota 2205. Lake(MI), County of,Michigan 2256. Douglas(MN), County of,Minnesota 2206. Lansing(MI), City of,Michigan 2257. Duluth(MN), City of,Minnesota 2207. Leelanau(MI), County of,Michigan 2258. Freeborn(MN), County of,Minnesota 2208. Lenawee(MI),County of,Michigan 2259. Hennepin(MN), County of,Minnesota 2209. Livingston(MI), County of,Michigan 2260. Itasca(MN),County of,Minnesota 2210. Livonia(MI),City of,Michigan 2261. McLeod(MN), County of,Minnesota 2211. Luce(MI), County of,Michigan 2262. Meeker(MN), County of,Minnesota 2212. Macomb(MI), County of,Michigan 2263. Minneapolis(MN), City of,Minnesota 2213. Manistee(MI), County of,Michigan 2264. Minnesota Prairie Health Alliance(MN), 2214. Marquette(MI), County of,Michigan Minnesota 2215. Mason(MI),County of,Michigan 2265. Morrison(MN), County of,Minnesota 2216. Monroe(MI), County of,Michigan 2266. Mower(MN), County of,Minnesota 2217. Montcalm, (MI) County of,Michigan 2267. North St.Paul(MN), City of,Minnesota 2218. Montmorency(MI), County of,Michigan 2268. Olmsted(MN), County of,Minnesota 2219. Muskegon(MI), County of,Michigan 2269. Pine(MN),County of,Minnesota 2220. Newaygo(MI), County of,Michigan 2270. Proctor(MN),City of,Minnesota 2221. Northville(MI),Township of,Michigan 2271. Ramsey(MN),County of,Minnesota 2222. Oakland(MI), County of,Michigan 2272. Rochester(MN), City of,Minnesota 2223. Oceana(MI),County of,Michigan 2273. Roseau(MN), County of, Minnesota 2224. Ogemaw(MI), County of,Michigan 2274. Saint Paul(MN), City of,Minnesota C-26 2275. Sibley(MN), County of,Minnesota 2326. Jackson(MS), City of,Mississippi 2276. St. Louis(MN), County of,Minnesota 2327. Jackson(MS), County of,Mississippi 2277. Steele(MN), County of,Minnesota 2328. Jefferson(MS),County of,Mississippi 2278. Waseca(MN), County of,Minnesota 2329. Jefferson Davis(MS), County of, 2279. Washington(MN), County of,Minnesota Mississippi 2280. Winona(MN), County of,Minnesota 2330. Jones(MS), County of,Mississippi 2281. Wright(MN), County of,Minnesota 2331. Jonestown(MS), City of,Mississippi 2282. Yellow Medicine(MN), County of, 2332. Kemper(MS), County of,Mississippi Minnesota 2333. Kosciusko(MS), City of,Mississippi 2283. Adams(MS), County of,Mississippi 2334. Lafayette(MS), County of,Mississippi 2284. Amite(MS), County of,Mississippi 2335. Lauderdale(MS),County of,Mississippi 2285. Amory(MS), City of,Mississippi 2336. Laurel(MS), City of,Mississippi 2286. Arcola(MS),Town of,Mississippi 2337. Lawrence(MS), County of,Mississippi 2287. Attala(MS), County of,Mississippi 2338. Leakesville(MS),Town of,Mississippi 2288. Benton(MS), County of,Mississippi 2339. Lee(MS), County of,Mississippi 2289. Bolivar(MS),County of,Mississippi 2340. Leflore(MS), County of,Mississippi 2290. Brookhaven(MS), City of,Mississippi 2341. Lincoln(MS), County of,Mississippi 2291. Caledonia(MS),Town of,Mississippi 2342. Long Beach(MS), City of,Mississippi 2292. Carroll(MS), County of,Mississippi 2343. Lumberton(MS), City of,Mississippi 2293. Charleston(MS), City of,Mississippi 2344. Madison(MS), County of,Mississippi 2294. Chickasaw(MS), County of,Mississippi 2345. Marion(MS), County of,Mississippi 2295. Claiborne(MS), County of,Mississippi 2346. Marshall(MS), County of,Mississippi 2296. Clarke(MS), County of,Mississippi 2347. McLain(MS),Town of,Mississippi 2297. Clarksdale(MS), City of,Mississippi 2348. Memorial Hospital at Gulfport(MS), 2298. Cleveland(MS), City of,Mississippi Mississippi 2299. Columbia(MS), City of,Mississippi 2349. Meridian(MS), City of,Mississippi 2300. Columbus(MS), City of,Mississippi 2350. Monroe(MS), County of,Mississippi 2301. Community Hospital(MS), Sharkey- 2351. Morton(MS),City of,Mississippi Issaquena,Mississippi 2352. Moss Point(MS), City of,Mississippi 2302. Copiah(MS),County of,Mississippi 2353. Mound Bayou(MS), City of,Mississippi 2303. Covington(MS), County of,Mississippi 2354. Neshoba(MS), County of,Mississippi 2304. DeSoto(MS),County of,Mississippi 2355. Nettleton(MS), City of,Mississippi 2305. Diamondhead(MS), City of,Mississippi 2356. New Albany(MS), City of,Mississippi 2306. Forrest(MS), County of,Mississippi 2357. Ocean Springs(MS), City of,Mississippi 2307. Franklin(MS), County of,Mississippi 2358. Panola(MS),County of,Mississippi 2308. Gautier(MS), City of,Mississippi 2359. Pascagoula(MS), City of,Mississippi 2309. George(MS), County of,Mississippi 2360. Pearl River(MS), County of,Mississippi 2310. Greene(MS),County of,Mississippi 2361. Pearl River County Hospital(MS), 2311. Greenwood(MS), City of,Mississippi Mississippi 2312. Grenada(MS), City of,Mississippi 2362. Perry(MS), County of,Mississippi 2313. Grenada(MS), County of,Mississippi 2363. Philadelphia(MS), City of,Mississippi 2314. Gulfport(MS), City of,Mississippi 2364. Prentiss(MS), County of,Mississippi 2315. Hancock(MS), County of,Mississippi 2365. Quitman(MS), City of,Mississippi 2316. Harrison(MS), County of,Mississippi 2366. Regional Medical Center(MS), South 2317. Hattiesburg(MS), City of,Mississippi Central,Mississippi 2318. Hinds(MS), County of,Mississippi 2367. Scott(MS), County of,Mississippi 2319. Holly Springs(MS),City of,Mississippi 2368. Shannon(MS), City of,Mississippi 2320. Holmes(MS), County of,Mississippi 2369. Shubuta(MS),Town of,Mississippi 2321. Humphreys(MS), County of,Mississippi 2370. Starkville(MS), City of,Mississippi 2322. Indianola(MS), City of,Mississippi 2371. Stone(MS), County of,Mississippi 2323. Issaquena(MS), County of,Mississippi 2372. Summit(MS),Town of,Mississippi 2324. Itawamba(MS), County of,Mississippi 2373. Sunflower(MS), County of,Mississippi 2325. Iuka(MS), City of,Mississippi 2374. Tallahatchie(MS),County of,Mississippi C-27 2375. Tate(MS), County of, Mississippi 2426. Jefferson(MO), County of,Missouri 2376. Tippah(MS), County of,Mississippi 2427. Johnson(MO), County of,Missouri 2377. Tishomingo(MS), County of,Mississippi 2428. Joplin(MO), City of,Missouri 2378. Tunica(MS), County of,Mississippi 2429. Kansas City(MO), City of,Missouri 2379. Tupelo(MS), City of,Mississippi 2430. Kinloch(MO),Fire Protection District of 2380. Union(MS),County of,Mississippi St. Louis County,Missouri 2381. Verona(MS), City of,Mississippi 2431. Knox(MO), County of,Missouri 2382. Vicksburg(MS), City of,Mississippi 2432. Lafayette(MO), County of,Missouri 2383. Walthall(MS), County of,Mississippi 2433. Lawrence(MO), County of,Missouri 2384. Washington(MS), County of,Mississippi 2434. Lewis(MO),County of,Missouri 2385. Wayne(MS), County of,Mississippi 2435. Lincoln(MO), County of,Missouri 2386. Waynesboro(MS), City of,Mississippi 2436. Livingston(MO), County of,Missouri 2387. Webb(MS), City of,Mississippi 2437. Madison(MO), County of,Missouri 2388. Wiggins(MS), City of,Mississippi 2438. Maries(MO), County of,Missouri 2389. Yalobusha(MS), County of,Mississippi 2439. McDonald(MO), County of,Missouri 2390. Adair(MO), County of,Missouri 2440. Miller(MO), County of,Missouri 2391. Andrew(MO), County of,Missouri 2441. Moniteau(MO), County of,Missouri 2392. Atchison(MO), County of,Missouri 2442. Montgomery(MO), County of,Missouri 2393. Audrain(MO), County of,Missouri 2443. Morgan(MO), County of,Missouri 2394. Barry(MO), County of,Missouri 2444. New Madrid(MO), County of,Missouri 2395. Barton(MO),County of,Missouri 2445. Nodaway(MO), County of,Missouri 2396. Boone(MO), County of,Missouri 2446. Northeast Ambulance(MO),Fire 2397. Buchanan(MO), County of,Missouri Protection District of St. Louis County, 2398. Butler(MO), County of,Missouri Missouri 2399. Callaway(MO), County of,Missouri 2447. Osage(MO), County of,Missouri 2400. Camden(MO), County of,Missouri 2448. Ozark(MO),County of,Missouri 2401. Cape Girardeau(MO), County of,Missouri 2449. Pemiscot(MO), County of,Missouri 2402. Cass(MO), County of,Missouri 2450. Perry(MO), County of,Missouri 2403. Chariton(MO), County of,Missouri 2451. Pettis(MO), County of,Missouri 2404. Christian(MO), County of,Missouri 2452. Phelps(MO), County of,Missouri 2405. Citizens Memorial Hospital District d/b/a 2453. Pike(MO),County of,Missouri Citizens Memorial Hospital(MO), 2454. Polk(MO), County of,Missouri Missouri 2455. Pulaski(MO), County of,Missouri 2406. Clinton(MO), County of,Missouri 2456. Ralls(MO), County of,Missouri 2407. Cole(MO), County of,Missouri 2457. Randolph(MO), County of,Missouri 2408. Crawford(MO), County of,Missouri 2458. Ray(MO), County of,Missouri 2409. Dade(MO), County of,Missouri 2459. Reynolds(MO), County of,Missouri 2410. DeKalb(MO), County of,Missouri 2460. Ripley(MO), County of,Missouri 2411. Dent(MO), County of,Missouri 2461. Schuyler(MO), County of,Missouri 2412. Douglas(MO), County of,Missouri 2462. Scott(MO),County of,Missouri 2413. Dunklin(MO), County of,Missouri 2463. Sedalia(MO)City of,Missouri 2414. Franklin(MO), County of,Missouri 2464. Shannon(MO),County of,Missouri 2415. Gasconade(MO), County of,Missouri 2465. Shelby(MO), County of,Missouri 2416. Greene(MO), County of,Missouri 2466. Springfield(MO), City of,Missouri 2417. Grundy(MO), County of,Missouri 2467. St. Charles(MO), County of,Missouri 2418. Harrisonville(MO), City of,Missouri 2468. St. Clair(MO), County of,Missouri 2419. Henry(MO), County of,Missouri 2469. St. Francois(MO), County of,Missouri 2420. Hickory(MO), County of,Missouri 2470. St. Joseph(MO), City of,Missouri 2421. Howell(MO),County of,Missouri 2471. St. Louis(MO), City of,Missouri 2422. Independence(MO), City of,Missouri 2472. St. Louis(MO), County of,Missouri 2423. Iron(MO),County of,Missouri 2473. Ste. Genevieve(MO),County of,Missouri 2424. Jackson(MO), County of,Missouri 2474. Stone(MO), County of,Missouri 2425. Jasper(MO), County of,Missouri 2475. Taney(MO), County of,Missouri C-28 2476. Texas(MO), County of,Missouri 2524. Board of Education of Kearsarge RSU- 2477. Vernon(MO), County of,Missouri School Administrative Unit 65 (NH),New 2478. Warren(MO), County of,Missouri Hampshire 2479. Washington(MO), County of,Missouri 2525. Board of Education of Lebanon School 2480. Webster(MO), County of,Missouri District(NH),New Hampshire 2481. Worth(MO),County of,Missouri 2526. Board of Education of Pittsfield School 2482. Wright(MO), County of,Missouri District(NH),New Hampshire 2483. Anaconda-Deer Lodge(MT), County of, 2527. Board of Education of Tamworth School Montana District(NH),New Hampshire 2484. Cascade(MT), County of,Montana 2528. Carroll(NH), County of,New Hampshire 2485. Gallatin(MT), County of,Montana 2529. Cheshire(NH), County of,New Hampshire 2486. Great Falls(MT), City of,Montana 2530. Claremont(NH),City of,New Hampshire 2487. Lake(MT), County of,Montana 2531. Concord(NH), City of,New Hampshire 2488. Missoula(MT), City of,Montana 2532. Coos(NH), County of,New Hampshire 2489. Missoula(MT), County of,Montana 2533. Derry(NH),Town of,New Hampshire 2490. Douglas(NE), County of,Nebraska 2534. Dover(NH),City of,New Hampshire 2491. Keith(NE), County of,Nebraska 2535. Franklin(NH),City of,New Hampshire 2492. Knox(NE), County of,Nebraska 2536. Grafton(NH), County of,New Hampshire 2493. Lincoln(NE), County of,Nebraska 2537. Hillsborough(NH), County of,New 2494. Sarpy(NE), County of,Nebraska Hampshire 2495. South Sioux City(NE),City of,Nebraska 2538. Keene(NH), City of,New Hampshire 2496. Boulder(NV), City of,Nevada 2539. Laconia(NH), City of,New Hampshire 2497. Carson City(NV),Nevada 2540. Londonderry(NH),Town of,New 2498. Central Lyon County Fire Protection Hampshire District(NV),Nevada 2541. Manchester(NH), City of,New Hampshire 2499. Churchill(NV), County of,Nevada 2542. Merrimack(NH), County of,New 2500. Clark(NV),County of,Nevada Hampshire 2501. Douglas(NV), County of,Nevada 2543. Nashua(NH), City of,New Hampshire 2502. Ely(NV), City of,Nevada 2544. Rochester(NH), City of,New Hampshire 2503. Esmeralda(NV), County of,Nevada 2545. Rockingham(NH), County of,New 2504. Fernley(NV), City of,Nevada Hampshire 2505. Henderson(NV), City of,Nevada 2546. Strafford(NH), County of,New Hampshire 2506. Humboldt(NV), County of,Nevada 2547. Sullivan(NH), County of,New Hampshire 2507. Las Vegas(NV), City of,Nevada 2548. Atlantic(NJ), County of,New Jersey 2508. Lincoln(NV), County of,Nevada 2549. Barnegat(NJ),Township of,New Jersey 2509. Lyon(NV),County of,Nevada 2550. Bayonne(NJ), City of,New Jersey 2510. Mesquite(NV), City of,Nevada 2551. Bergen(NJ), County of,New Jersey 2511. Mineral(NV), County of,Nevada 2552. Bloomfield(NJ),The Township of,New 2512. North Las Vegas(NV), City of,Nevada Jersey 2513. North Lyon County Fire Protection District 2553. Brick(NJ),Township of,New Jersey (NV),Nevada 2554. Burlington(NJ), County of,New Jersey 2514. Nye(NV), County of,Nevada 2555. Camden(NJ), County of,New Jersey 2515. Reno(NV),City of,Nevada 2556. Cape May(NJ), County of,New Jersey 2516. Sparks(NV), City of,Nevada 2557. Clifton(NJ), City of,New Jersey 2517. Washoe(NV), County of,Nevada 2558. Clinton(NJ),Town of,New Jersey 2518. West Wendover(NV), City of,Nevada 2559. Cumberland(NJ),County of,New Jersey 2519. White Pine(NV), County of,Nevada 2560. Elizabeth(NJ), City of,New Jersey 2520. Belknap(NH), County of,New Hampshire 2561. Essex(NJ), County of,New Jersey 2521. Belmont(NH), City of,New Hampshire 2562. Hudson(NJ), County of,New Jersey 2522. Berlin(NH), City of,New Hampshire 2563. Irvington(NJ),Township of,New Jersey 2523. Board of Education of Goshen School 2564. Jersey City(NJ), City of,New Jersey District(NH),New Hampshire 2565. Monmouth(NJ), County of,New Jersey 2566. Newark(NJ), City of,New Jersey C-29 2567. Ocean(NJ), County of,New Jersey 2604. Sorocco(NM), County of(Board of 2568. Paramus(NJ),Borough of,New Jersey Commissioners),New Mexico 2569. Passaic (NJ), County of,New Jersey 2605. Taos(NM), County of(Board of 2570. Paterson(NJ), City of,New Jersey Commissioners),New Mexico 2571. Ridgefield(NJ)Borough of,New Jersey 2606. Union(NM), County of(Board of 2572. Saddlebrook(NJ),Township of,New Commissioners),New Mexico Jersey 2607. Valencia(NM), County of(Board of 2573. Sussex(NJ),County of,New Jersey Commissioners),New Mexico 2574. Teaneck(NJ),Township of,New Jersey 2608. Albany(NY), City of,New York 2575. Trenton(NJ), City of,New Jersey 2609. Albany(NY), County of,New York 2576. Union(NJ), County of,New Jersey 2610. Allegany(NY), County of,New York 2577. Alamogordo(NM), City of,New Mexico 2611. Amherst(NY),Town of,New York 2578. Albuquerque(NM), City of,New Mexico 2612. Amityville(NY),Village of,New York 2579. Bernalillo(NM), County of 2613. Amsterdam(NY), City of,New York (Commissioners),New Mexico 2614. Auburn(NY), City of,New York 2580. Catron(NM),County of(Board of 2615. Babylon(NY),Town of,New York Commissioners),New Mexico 2616. Babylon(NY),Village of,New York 2581. Cibola(NM), County of(Board of 2617. Bellmore(NY),Fire District of,New York Commissioners),New Mexico 2618. Bellport(NY),Village of,New York 2582. Colfax(NM),County of(Board of 2619. Board of Education of Rochester City Commissioners),New Mexico School District(NY),New York 2583. Curry(NM), County of(Board of 2620. Brookhaven(NY),Town of,New York Commissioners),New Mexico 2621. Broome(NY), County of,New York 2584. Dona Ana(NM), County of(Board of 2622. Buffalo(NY), City of,New York Commissioners),New Mexico 2623. Cattaraugus(NY), County of,New York 2585. Espanola(NM), City of,New Mexico 2624. Cayuga(NY), County of,New York 2586. Grant(NM), County of,New Mexico 2625. Centereach(NY),Fire District,New York 2587. Hidalgo(NM), County of(Board of 2626. Centerport(NY),Fire District of,New Commissioners),New Mexico York 2588. Hobbs (NM), City of,New Mexico 2627. Chautauqua(NY), County of,New York 2589. Las Cruces(NM), City of,New Mexico 2628. Cheektowaga(NY),Town of,New York 2590. Lea(NM), County of(Board of 2629. Chemung(NY), County of,New York Commissioners),New Mexico 2630. Chenango(NY), County of,New York 2591. Lincoln(NM), County of(Board of 2631. Clarkstown(NY),Town of,New York Commissioners),New Mexico 2632. Clinton(NY), County of,New York 2592. Luna(NM), County of(Board of 2633. Columbia(NY), County of,New York Commissioners),New Mexico 2634. Cortland(NY)County of,New York 2593. McKinley(NM), County of(Board of 2635. Dutchess(NY), County of,New York Commissioners),New Mexico 2636. East Hampton(NY),Village of,New York 2594. Mora(NM), County of,New Mexico 2637. East Rockaway(NY),Village of,New 2595. Otero(NM), County of(Board of York Commissioners),New Mexico 2638. Erie(NY), County of,New York 2596. Rio Arriba(NM), County of,New Mexico 2639. Essex(NY), County of,New York 2597. Roosevelt(NM), County of,New Mexico 2640. Farmingdale(NY),Village of,New York 2598. San Juan(NM), County of,New Mexico 2641. Floral Park(NY),Village of,New York 2599. San Miguel(NM) County of(Board of 2642. Franklin(NY),County of,New York Commissioners),New Mexico 2643. Fulton(NY), County of,New York 2600. Sandoval(NM), County of,New Mexico 2644. Garden City(NY),Village of,New York 2601. Santa Fe(NM), County of(Board of 2645. Genesee(NY), County of,New York Commissioners),New Mexico 2646. Geneva(NY), City of,New York 2602. Sante Fe(NM), City of,New Mexico 2647. Great Neck(NY),Village of,New York 2603. Sierra(NM), County of(Board of 2648. Greene(NY), County of,New York Commissioners),New Mexico 2649. Greenport(NY),Village of,New York C-30 2650. Hamilton(NY), County of,New York 2694. North Hempstead(NY),Town of,New 2651. Hauppauge(NY),Fire District,New York York 2652. Haverstraw(NY),Town of,New York 2695. North Merrick(NY),Fire District of,New 2653. Hempstead(NY),Town of,New York York 2654. Hempstead(NY),Village of,New York 2696. North Patchogue(NY),Fire District of, 2655. Herkimer(NY), County of,New York New York 2656. Herkimer(NY),Village of,New York 2697. Northport(NY),Village of,New York 2657. Hicksville(NY),Water District of,New 2698. Ogdensburg(NY),City of,New York York 2699. Old Westbury(NY),Village of,New York 2658. Huntington(NY),Town of,New York 2700. Oneida(NY), County of,New York 2659. Island Park(NY),Village of,New York 2701. Onondaga(NY), County of,New York 2660. Islandia(NY),Village of,New York 2702. Ontario(NY), County of,New York 2661. Islip(NY),Town of,New York 2703. Orange(NY), County of,New York 2662. Islip Terrace(NY),Fire District of,New 2704. Orangetown(NY),Town of,New York York 2705. Orleans(NY)County of,New York 2663. Ithaca(NY), City of,New York 2706. Oswego(NY), County of,New York 2664. Jefferson(NY),County of,New York 2707. Otsego(NY), County of,New York 2665. Kingston(NY),City of,New York 2708. Oyster Bay(NY),Town of,New York 2666. Lackawanna(NY), City of,New York 2709. Patchogue(NY),Village of,New York 2667. Lake Grove(NY),Village of,New York 2710. Plainview-Old Bethpage Public Library 2668. Lancaster(NY),Town of,New York (NY),New York 2669. Lawrence(NY),Village of,New York 2711. Plattsburgh(NY), City of,New York 2670. Levittown(NY),Fire District of,New 2712. Poquott(NY),Village of,New York York 2713. Port Washington(NY),Water District of, 2671. Lewis(NY), County of,New York New York 2672. Lindenhurst(NY),Village of,New York 2714. Port Washington North(NY),Village of, 2673. Livingston(NY),County of,New York New York 2674. Lloyd Harbor(NY),Village of,New York 2715. Poughkeepsie(NY), City of,New York 2675. Long Beach(NY), City of,New York 2716. Poughkeepsie(NY),Town of,New York 2676. Lynbrook(NY),Village of,New York 2717. Putnam(NY), County of,New York 2677. Madison(NY), County of,New York 2718. Ramapo(NY),Town of,New York 2678. Massapequa Park(NY),Village of,New 2719. Rensselaer(NY), County of,New York York 2720. Ridge(NY),Fire District of,New York 2679. Melville(NY),Fire District of,New York 2721. Riverhead(NY),Town of,New York 2680. Merrick Library(NY),New York 2722. Rochester(NY), City of,New York 2681. Mill Neck(NY),Village of,New York 2723. Rockland(NY), County of,New York 2682. Miller Place(NY),Fire District of,New 2724. Rockville Centre Public Library(NY), York New York 2683. Millerton(NY),Village of,New York 2725. Rome(NY), City of,New York 2684. Monroe(NY), County of,New York 2726. Rosalyn(NY)Water District,New York 2685. Montgomery(NY), County of,New York 2727. Saltaire(NY),Village of,New York 2686. Mount Sinai(NY),Fire District of,New 2728. Saratoga(NY), County of,New York York 2729. Saratoga Springs(NY), City of,New York 2687. Mount Vernon(NY), City of,New York 2730. Schenectady(NY), City of,New York 2688. Nassau(NY),County of,New York 2731. Schenectady(NY), County of,New York 2689. Nesconset(NY),Fire District of,New 2732. Schoharie(NY), County of,New York York 2733. Schuyler(NY), County of,New York 2690. New Hyde Park(NY),Village of,New 2734. Seneca(NY), County of,New York York 2735. Smithtown(NY),Fire District of,New 2691. New York(NY),City of,New York York 2692. Niagara(NY), County of,New York 2736. Smithtown(NY),Town of,New York 2693. Nissequogue(NY),Village of,New York 2737. South Farmingdale(NY),Fire District of, New York C-31 2738. Southampton(NY),Town of,New York 2783. Caldwell(NC), County of,North Carolina 2739. Southold(NY),Town of,New York 2784. Camden(NC),County of,North Carolina 2740. St James(NY),Fire District,New York 2785. Canton(NC), City of,North Carolina 2741. St. Lawrence(NY), County of,New York 2786. Carteret(NC), County of,North Carolina 2742. Steuben(NY), County of,New York 2787. Caswell(NC), County of,North Carolina 2743. Stewart Manor(NY),Village of,New York 2788. Catawba(NC), County of,North Carolina 2744. Stony Brook(NY),Fire District of,New 2789. Chatham(NC), County of,North Carolina York 2790. Cherokee(NC), County of,North Carolina 2745. Stony Point(NY),Town of,New York 2791. Chowan(NC),County of,North Carolina 2746. Suffern(NY),Village of,New York 2792. Cleveland(NC), County of,North Carolina 2747. Suffolk(NY),County of,New York 2793. Columbus(NC), County of,North Carolina 2748. Sullivan(NY), County of,New York 2794. Craven(NC), County of,North Carolina 2749. Syracuse(NY), City of,New York 2795. Cumberland(NC), County of,North 2750. The Branch(NY),Village of,New York Carolina 2751. Tioga(NY), County of,New York 2796. Currituck(NC),County of,North Carolina 2752. Tompkins(NY), County of,New York 2797. Dare(NC), County of,North Carolina 2753. Tonawanda(NY),Town of,New York 2798. Davidson(NC),County of,North Carolina 2754. Troy(NY), City of,New York 2799. Davie(NC), County of,North Carolina 2755. Ulster(NY), County of,New York 2800. Duplin(NC),County of,North Carolina 2756. Uniondale(NY),Fire District of,New 2801. Durham(NC), County of,North Carolina York 2802. Fayetteville(NC), City Of,North Carolina 2757. Utica(NY), City of,New York 2803. Forsyth(NC),County of,North Carolina 2758. Valley Stream(NY),Village of,New York 2804. Franklin(NC), County of,North Carolina 2759. Wappinger(NY),Town of,New York 2805. Gaston(NC), County of,North Carolina 2760. Wappingers Falls(NY),Village of,New 2806. Granville(NC), County of,North Carolina York 2807. Greene(NC), County of,North Carolina 2761. Warren(NY), County of,New York 2808. Greensboro(NC), City of,North Carolina 2762. Washington(NY), County of,New York 2809. Guilford(NC),County of,North Carolina 2763. West Hampton Dunes(NY),Village of, 2810. Halifax(NC), County of,North Carolina New York 2811. Haywood(NC), County of,North Carolina 2764. West Haverstraw(NY),Village of,New 2812. Henderson(NC), City of,North Carolina York 2813. Hickory(NC), City of,North Carolina 2765. West Hempstead(NY)Public Library, 2814. Iredell(NC) County of,North Carolina New York 2815. Jacksonville(NC), City of,North Carolina 2766. Westbury(NY),Village of,New York 2816. Jones(NC), County of,North Carolina 2767. Westchester(NY), County of,New York 2817. Lee(NC),County of,North Carolina 2768. Wyoming(NY), County of,New York 2818. Lenoir(NC), County of,North Carolina 2769. Yates(NY) County of,New York 2819. Lincoln(NC), County of,North Carolina 2770. Yonkers(NY), City of,New York 2820. Madison(NC), County of,North Carolina 2771. Alamance(NC), County of,North Carolina 2821. Martin(NC), County of,North Carolina 2772. Alexander(NC), County of,North Carolina 2822. McDowell(NC), County of,North 2773. Alleghany(NC), County of,North Carolina Carolina 2774. Anson(NC), County of,North Carolina 2823. Mecklenburg(NC), County of,North 2775. Ashe(NC), County of,North Carolina Carolina 2776. Beaufort(NC), County of,North Carolina 2824. Mitchell(NC), County of,North Carolina 2777. Bertie(NC), County of,North Carolina 2825. Moore(NC), County of,North Carolina 2778. Bladen(NC), County of,North Carolina 2826. New Hanover(NC), County of,North 2779. Brunswick(NC), County of,North Carolina Carolina 2827. Onslow(NC), County of,North Carolina 2780. Buncombe(NC), County of,North 2828. Orange(NC),County of,North Carolina Carolina 2829. Pamlico(NC), County of,North Carolina 2781. Burke(NC), County of,North Carolina 2830. Pasquotank(NC), County of,North 2782. Cabarrus(NC), County of,North Carolina Carolina C-32 2831. Person(NC), County of,North Carolina 2879. Rolette(ND), County of,North Dakota 2832. Pitt(NC), County of,North Carolina 2880. Sargent(ND), County of,North Dakota 2833. Polk(NC), County of,North Carolina 2881. Stark(ND),County of,North Dakota 2834. Randolph(NC), County of,North Carolina 2882. Towner(ND), County of,North Dakota 2835. Richmond(NC), County of,North Carolina 2883. Walsh(ND), County of,North Dakota 2836. Robeson(NC), County of,North Carolina 2884. Ward(ND), County of,North Dakota 2837. Rockingham(NC), County of,North 2885. Wells(ND), County of,North Dakota Carolina 2886. Williams(ND), County of,North Dakota 2838. Rowan(NC), County of,North Carolina 2887. Adams(OH), County of(Board of 2839. Rutherford(NC),County of,North Commissioners),Ohio Carolina 2888. Akron(OH), City of,Ohio 2840. Sampson(NC), County of,North Carolina 2889. Allen(OH), County of(Board of 2841. Scotland(NC), County of,North Carolina Commissioners),Ohio 2842. Stokes(NC),County of,North Carolina 2890. Alliance(OH), City of,Ohio 2843. Surry(NC), County of,North Carolina 2891. Ashland(OH),City of,Ohio 2844. Tyrrell(NC), County of,North Carolina 2892. Ashland(OH), County of(Board of 2845. Vance(NC),County of,North Carolina Commissioners),Ohio 2846. Warren(NC), County of,North Carolina 2893. Ashtabula(OH), County of,Ohio 2847. Washington(NC), County of,North 2894. Athens(OH), County of(Board of Carolina Commissioners),Ohio 2848. Watauga(NC), County of,North Carolina 2895. Auglaize(OH), County of(Board of 2849. Wayne(NC), County of,North Carolina Commissioners),Ohio 2850. Wilkes(NC), County of,North Carolina 2896. Aurora(OH), City of,Ohio 2851. Wilmington(NC), City of,North Carolina 2897. Barberton(OH), City of,Ohio 2852. Winston-Salem(NC), City of,North 2898. Belmont(OH), County of(Board of Carolina Commissioners),Ohio 2853. Yadkin(NC),County of,North Carolina 2899. Boston(OH),Township of,Ohio 2854. Yancey(NC), County of,North Carolina 2900. Boston Heights(OH),Village of,Ohio 2855. Barnes(ND),County of,North Dakota 2901. Broadview Heights(OH), City of,Ohio 2856. Benson(ND),County of,North Dakota 2902. Brooklyn Heights(OH),Village of,Ohio 2857. Bismarck(ND),City of,North Dakota 2903. Brown(OH), County of(Board of 2858. Burleigh(ND), County of,North Dakota Commissioners),Ohio 2859. Cass(ND), County of,North Dakota 2904. Brunswick(OH), City of,Ohio 2860. Devils Lake(ND),City of,North Dakota 2905. Butler(OH), County of(Board of 2861. Dickey(ND), County of,North Dakota Commissioners),Ohio 2862. Dunn(ND), County of,North Dakota 2906. Canton(OH), City of,Ohio 2863. Eddy(ND),County of,North Dakota 2907. Carroll(OH), County of(Board of 2864. Fargo(ND), City of,North Dakota Commissioners),Ohio 2865. Foster(ND), County of,North Dakota 2908. Champaign(OH), County of(Board of 2866. Grand Forks(ND), City of,North Dakota Commissioners),Ohio 2867. Grand Forks(ND), County of,North 2909. Cincinnati(OH), City of,Ohio Dakota 2910. Clermont(OH), County of(Board of 2868. Lamoure(ND), County of,North Dakota Commissioners),Ohio 2869. Lisbon(ND), City of,North Dakota 2911. Cleveland(OH), City of,Ohio 2870. McKenzie(ND), County of,North Dakota 2912. Clinton(OH), County of(Board of 2871. McLean(ND), County of,North Dakota Commissioners),Ohio 2872. Mercer(ND),County of,North Dakota 2913. Clinton(OH),Village of,Ohio 2873. Mountrail(ND), County of,North Dakota 2914. Columbiana(OH), County of(Board of 2874. Pembina(ND), County of,North Dakota Commissioners),Ohio 2875. Pierce(ND),County of,North Dakota 2915. Columbus(OH), City of,Ohio 2876. Ramsey(ND), County of,North Dakota 2916. Copley(OH),Township of,Ohio 2877. Ransom(ND), County of,North Dakota 2917. Coshocton(OH), County of(Board of 2878. Richland(ND), County of,North Dakota Commissioners),Ohio C-33 2918. Coventry(OH),Township of,Ohio 2954. Lakemore(OH),Village of,Ohio 2919. Crawford(OH), County of(Board of 2955. Lakewood(OH), City of,Ohio Commissioners),Ohio 2956. Lawrence(OH), County of(Board of 2920. Cuyahoga Falls(OH), City of,Ohio Commissioners),Ohio 2921. Darke(OH), County of(Commissioners), 2957. Lebanon(OH), City of,Ohio Ohio 2958. Licking(OH), County(Board of 2922. Dayton(OH), City of,Ohio Commissioners),Ohio 2923. Delaware(OH), County of(Board of 2959. Lima(OH), City of,Ohio Commissioners),Ohio 2960. Logan(OH), County of(Board of 2924. East Cleveland(OH),City of,Ohio Commissioners),Ohio 2925. Elyria(OH), City of,Ohio 2961. Lorain(OH),City of,Ohio 2926. Erie(OH), County of(Board of 2962. Lorain(OH),County of,Ohio Commissioners),Ohio 2963. Lucas(OH),County of(Board of 2927. Euclid(OH), City of,Ohio Commissioners),Ohio 2928. Fairfield(OH), City of,Ohio 2964. Lucas County Children Services Board of 2929. Fairfield(OH), County of(Board of Trustees(OH),Ohio Commissioners),Ohio 2965. Lyndhurst(OH), City of,Ohio 2930. Fairlawn(OH), City of,Ohio 2966. Macedonia(OH), City of,Ohio 2931. Fayette(OH), County of,Ohio 2967. Mansfield(OH), City of,Ohio 2932. Findlay(OH), City of,Ohio 2968. Marietta(OH), City of,Ohio 2933. Fostoria(OH), City of,Ohio 2969. Marion(OH), County of,Ohio 2934. Franklin(OH),County of(Board of 2970. Massillon(OH), City of,Ohio Commissioners),Ohio 2971. Mayfield Heights(OH), City of,Ohio 2935. Fulton(OH), County of(Board of 2972. Medina(OH), County of,Ohio Commissioners),Ohio 2973. Meigs(OH), County of,Ohio 2936. Gallia(OH), County of(Board of 2974. Mental Health&Recovery Services Board Commissioners),Ohio of Allen,Auglaize,and Hardin Counties 2937. Garfield Heights(OH), City of,Ohio (OH),Ohio 2938. Geauga(OH), County of(Commissioners), 2975. Mental Health&Recovery Services Board Ohio of Lucas County(OH),Ohio 2939. Green(OH), City of,Ohio 2976. Mercer(OH),County of(Board of 2940. Guernsey(OH), County of(Board of Commissioners),Ohio Commissioners),Ohio 2977. Miami(OH),County of(Board of 2941. Hamilton(OH), City of,Ohio Commissioners),Ohio 2942. Hamilton(OH), County of(Board of 2978. Middletown(OH), City of,Ohio Commissioners),Ohio 2979. Mogadore(OH),Village of,Ohio 2943. Hancock(OH),County of(Board of 2980. Monroe(OH), County of(Board of Commissioners),Ohio Commissioners),Ohio 2944. Harrison(OH), County of 2981. Montgomery(OH),County of(Board of (Commissioners),Ohio Commissioners),Ohio 2945. Hocking(OH), County of(Board of 2982. Morrow(OH), County of(Board of Commissioners),Ohio Commisioners),Ohio 2946. Huron(OH), City of,Ohio 2983. Munroe Falls(OH), City of,Ohio 2947. Huron(OH), County of(Board of 2984. Muskingum(OH), County of(Board of Commissioners),Ohio Commissioners),Ohio 2948. Ironton(OH), City of,Ohio 2985. New Franklin(OH), City of,Ohio 2949. Jackson(OH), County of(Board of 2986. Newburgh Heights(OH),Village of,Ohio Commissioners),Ohio 2987. Noble(OH), County of(Commissioners), 2950. Jefferson(OH),County of,Ohio Ohio 2951. Kent(OH), City of,Ohio 2988. North Olmsted(OH), City of,Ohio 2952. Knox(OH), County of(Board of 2989. North Ridgeville(OH), City of,Ohio Commissioners),Ohio 2990. North Royalton(OH), City of,Ohio 2953. Lake(OH),County of,Ohio 2991. Norton(OH), City of,Ohio C-34 2992. Norwalk(OH), City of,Ohio 3033. Wyandot(OH), County of(Board of 2993. Olmsted Falls(OH), City of,Ohio Commissioners),Ohio 2994. Ottawa(OH),County of(Board of 3034. Youngstown(OH), City of,Ohio Commissioners),Ohio 3035. Ada, (OK), City of,Oklahoma 2995. Painesville(OH),Township of,Ohio 3036. Altus(OK), City of,Oklahoma 2996. Parma(OH), City of,Ohio 3037. Anadarko(OK), City of,Oklahoma 2997. Parma Heights(OH), City of,Ohio 3038. Atoka(OK), County of(Board of 2998. Peninsula(OH),Village of,Ohio Commissioners),Oklahoma 2999. Perry(OH), County of(Board of 3039. Beckham(OK), County of(Board of Commissioners),Ohio Commissioners),Oklahoma 3000. Pike(OH), County of(Board),Ohio 3040. Bethany(OK), City of,Oklahoma 3001. Portage(OH), County of,Ohio 3041. Broken Arrow(OK), City of,Oklahoma 3002. Portsmouth(OH), City of,Ohio 3042. Caddo(OK), County of(Board of 3003. Ravenna(OH), City of,Ohio Commissioners),Oklahoma 3004. Richfield(OH),Village of,Ohio 3043. Choctaw(OK), County of(Board of 3005. Richland(OH), County Children's Services Commissioners),Oklahoma of,Ohio 3044. Cimarron(OK), County of(Board of 3006. Ross(OH), County of,Ohio Commissioners),Oklahoma 3007. Sandusky(OH), City of,Ohio 3045. Cleveland(OK), County of(Board of 3008. Sandusky(OH), County of Commissioners),Oklahoma (Commissioners),Ohio 3046. Coal(OK), County of(Board of 3009. Scioto(OH), County of(Board of Commissioners),Oklahoma Commissioners),Ohio 3047. Comanche(OK), County of(Board of 3010. Seneca(OH), County of(Board of Commissioners),Oklahoma Commissioners),Ohio 3048. Craig(OK), County of(County 3011. Seven Hills(OH), City of,Ohio Commission),Oklahoma 3012. Shelby(OH), County of(Board of 3049. Creek(OK),County of(County Commissioners),Ohio Commission),Oklahoma 3013. Silver Lake(OH),Village of,Ohio 3050. Custer(OK), County of(Board of 3014. Springfield(OH),Township of,Ohio Commissioners),Oklahoma 3015. St. Marys(OH), City of,Ohio 3051. Delaware(OK), County of(Board of 3016. Stark(OH),County of,Ohio Commissioners),Oklahoma 3017. Stow(OH), City of,Ohio 3052. Dewey County(OK), County of(Board of 3018. Strongsville(OH), City of,Ohio Commissioners),Oklahoma 3019. Tallmadge(OH), City of,Ohio 3053. Edmond(OK), City of,Oklahoma 3020. Toledo(OH), City of,Ohio 3054. El Reno(OK), City of,Oklahoma 3021. Trumbull(OH), County of,Ohio 3055. Elk City(OK), City of,Oklahoma 3022. Tuscarawas(OH), County of,Ohio 3056. Enid(OK), City of,Oklahoma 3023. Valley Fire District(OH),Ohio 3057. Garvin(OK),County of(Board of 3024. Van Wert(OH), City of,Ohio Commissioners),Oklahoma 3025. Van Wert(OH), County of(Board of 3058. Grady(OK), County of(Board of Commissioners),Ohio Commissioners),Oklahoma 3026. Vinton County(OH), County of(Board of 3059. Greer(OK), County of(Board of Commissioners),Ohio Commissioners),Oklahoma 3027. Warren(OH), City of,Ohio 3060. Guthrie(OK), City of,Oklahoma 3028. Warrensville Heights(OH), City of,Ohio 3061. Harmon(OK), County of(Board of 3029. Washington(OH), County of,Ohio Commissioners),Oklahoma 3030. Wayne(OH), County of(Board of 3062. Harper County(OK), County of(Board of Commissioners),Ohio Commissioners),Oklahoma 3031. Wickliffe(OH), City of,Ohio 3063. Haskell County(OK), County of(Board of 3032. Williams(OH), County of Commissioners),Oklahoma (Commissioners),Ohio 3064. Hughes(OK), County of(Board of Commissioners),Oklahoma C-35 3065. Jackson(OK), County of(Board of 3095. Payne(OK), County of(County Commissioners),Oklahoma Commission),Oklahoma 3066. Jefferson(OK),County of(Board of 3096. Pittsburg(OK), County of(Board of Commissioners),Oklahoma Commissioners),Oklahoma 3067. Jenks(OK), City of,Oklahoma 3097. Ponca City(OK), City of,Oklahoma 3068. Johnston County(OK), County of(Board 3098. Pottawatomie(OK), County of(Board of of Commissioners),Oklahoma Commissioners),Oklahoma 3069. Kay(OK), County of(Commissioners), 3099. Roger Mills(OK), County of(Board of Oklahoma Commissioners),Oklahoma 3070. Kiowa(OK), County of(Board of 3100. Rogers(OK), County of(County Commissioners),Oklahoma Commission),Oklahoma 3071. Latimer(OK), County of(Board of 3101. Seminole(OK), City of,Oklahoma Commissioners),Oklahoma 3102. Seminole(OK), County of(Board of 3072. Lawton(OK), City of,Oklahoma Commissioners),Oklahoma 3073. Le Flore(OK), County of(Board of 3103. Shawnee(OK), City of,Oklahoma Commissioners),Oklahoma 3104. Stephens(OK), County of(Board of 3074. Lincoln(OK), County of(Board of Commissioners),Oklahoma Commissioners),Oklahoma 3105. Stillwater(OK), City of,Oklahoma 3075. Logan County(OK), County of(Board of 3106. Texas(OK), County of(Board of Commissioners),Oklahoma Commissioners),Oklahoma 3076. Love County(OK), County of(Board of 3107. Tillman(OK), County of(Board of Commissioners),Oklahoma Commissioners),Oklahoma 3077. Major County(OK), County of(Board of 3108. Tulsa(OK), City of,Oklahoma Commissioners),Oklahoma 3109. Tulsa(OK), County of(Board of 3078. Mayes(OK), County of(County Commissioners),Oklahoma Commission),Oklahoma 3110. Washington(OK), County of(County 3079. McClain(OK), County of(Board of Commission),Oklahoma Commissioners),Oklahoma 3111. Woods County(OK), County of(Board of 3080. McCurtain(OK), County of(Board of Commissioners),Oklahoma Commissioners),Oklahoma 3112. Woodward(OK), County of(Board of 3081. Midwest City(OK), City of,Oklahoma Commissioners),Oklahoma 3082. Muskogee(OK), City of,Oklahoma 3113. Yukon(OK), City of,Oklahoma 3083. Muskogee(OK), County of(Board of 3114. Clackamas(OR), County of,Oregon Commissioners),Oklahoma 3115. Clatsop(OR),County of,Oregon 3084. Mustang(OK), City of,Oklahoma 3116. Columbia(OR), County of,Oregon 3085. Noble(OK), County of(Commissioners), 3117. Coos(OR),County of,Oregon Oklahoma 3118. Curry(OR), County of,Oregon 3086. Nowata(OK), County of,Oklahoma 3119. Jackson(OR), County of,Oregon 3087. Okfuskee(OK), County of(Board of 3120. Josephine(OR), County of,Oregon Commissioners),Oklahoma 3121. Lane(OR), County of,Oregon 3088. Oklahoma(OK), County of(Board of 3122. Multnomah(OR), County of,Oregon Commissioners),Oklahoma 3123. Portland(OR), City of,Oregon 3089. Oklahoma City(OK), City of,Oklahoma 3124. Washington(OR), County of,Oregon 3090. Okmulgee(OK), County of(County 3125. Yamhill(OR), County of,Oregon Commission),Oklahoma 3126. Adams(PA), County of,Pennsylvania 3091. Osage County(OK), County of(Board of 3127. Aliquippa(PA), City of,Pennsylvania Commissioners),Oklahoma 3128. Allegheny, (PA), County of,Pennsylvania 3092. Ottawa(OK),County of(Board of 3129. Allentown(PA), City of,Pennsylvania Commissioners),Oklahoma 3130. Armstrong(PA), County of,Pennsylvania 3093. Owasso(OK), City of,Oklahoma 3131. Beaver(PA), County of,Pennsylvania 3094. Pawnee(OK), County of(Board of 3132. Bedford(PA), County of,Pennsylvania Commissioners),Oklahoma 3133. Bensalem(PA),Township of,Pennsylvania C-36 3134. Berks(PA)County of(District Attorney 3178. Northampton(PA) County of(District John Adams),Pennsylvania Attorney Terence Houck),Pennsylvania 3135. Bradford(PA), County of,Pennsylvania 3179. Northumberland(PA), County of, 3136. Bristol(PA),Township,Pennsylvania Pennsylvania 3137. Bucks(PA), County of,Pennsylvania 3180. Philadelphia(PA), City of,Pennsylvania 3138. Cambria(PA), County of,Pennsylvania 3181. Pike(PA), County of,Pennsylvania 3139. Carbon(PA), County of,Pennsylvania 3182. Pittsburgh(PA), City of,Pennsylvania 3140. Chester(PA),County of,Pennsylvania 3183. Plains(PA),Township,Pennsylvania 3141. Clarion(PA), County of,Pennsylvania 3184. Schuylkill(PA), County of,Pennsylvania 3142. Clearfield(PA), County of,Pennsylvania 3185. Sugar Notch(PA),Borough,Pennsylvania 3143. Clinton(PA), County of,Pennsylvania 3186. Tioga(PA), County of,Pennsylvania 3144. Coatesville(PA),City of,Pennsylvania 3187. Union(PA),Township of,Pennsylvania 3145. Columbia(PA), County of,Pennsylvania 3188. Warminster(PA),Township of, 3146. Cumberland(PA), County of,Pennsylvania Pennsylvania 3147. Dauphin(PA) County,of(District Attorney 3189. Warrington(PA),Township of, Francis Chardo),Pennsylvania Pennsylvania 3148. Delaware(PA),County of,Pennsylvania 3190. Washington(PA), County of,Pennsylvania 3149. Edwardsville(PA),Borough of, 3191. West Norriton(PA),Township of, Pennsylvania Pennsylvania 3150. Erie(PA), County of,Pennsylvania 3192. West Pittston(PA),Borough of, 3151. Exeter(PA),Borough of,Pennsylvania Pennsylvania 3152. Fairview(PA),Township of,Pennsylvania 3193. Westmoreland(PA), County of, 3153. Fayette(PA), County of,Pennsylvania Pennsylvania 3154. Forty Fort(PA),Borough of,Pennsylvania 3194. Wilkes-Barre(PA), City of,Pennsylvania 3155. Franklin(PA), County of,Pennsylvania 3195. Wilkes-Barre(PA),Township, 3156. Greene(PA), County of,Pennsylvania Pennsylvania 3157. Hanover(PA),Township of,Pennsylvania 3196. Wright(PA),Township of,Pennsylvania 3158. Hazleton(PA), City of,Pennsylvania 3197. Wyoming(PA),Borough of,Pennsylvania 3159. Huntingdon(PA), County of,Pennsylvania 3198. Wyoming(PA), County of,Pennsylvania 3160. Indiana(PA), County of,Pennsylvania 3199. York(PA), County of,Pennsylvania 3161. Kingston(PA),Borough of,Pennsylvania 3200. Adjuntas(PR),Municipality of,Puerto 3162. Lackawanna(PA), County of, Rico Pennsylvania 3201. Arroyo(PR),Municipality of,Puerto Rico 3163. Lawrence(PA), County of,Pennsylvania 3202. Barceloneta(PR),Municipality of,Puerto 3164. Lehigh(PA), County of,Pennsylvania Rico 3165. Lock Haven(PA), City of,Pennsylvania 3203. Bayamon(PR),Municipality of,Puerto 3166. Lower Makefield(PA),Township of, Rico Pennsylvania 3204. Caguas(PR),Municipality of,Puerto Rico 3167. Lower Southampton(PA),Township of, 3205. Canovanas Puerto Rico(PR),Municipality Pennsylvania of,Puerto Rico 3168. Luzerne(PA), County of,Pennsylvania 3206. Catano(PR),Municipality of,Puerto Rico 3169. Lycoming(PA),County of,Pennsylvania 3207. Cayey(PR),Municipality of,Puerto Rico 3170. Mercer(PA), County of,Pennsylvania 3208. Ceiba(PR),Municipality of,Puerto Rico 3171. Middletown(PA),Township of, 3209. Cidra(PR),Municipality of,Puerto Rico Pennsylvania 3210. Coamo(PR),Municipality of,Puerto Rico 3172. Monroe(PA), County of,Pennsylvania 3211. Guayanilla(PR),Municipality of,Puerto 3173. Morrisville(PA),Borough of, Rico Pennsylvania 3212. Isla de Vieques(PR),Municipality of, 3174. Nanticoke(PA), City of,Pennsylvania Puerto Rico 3175. New Castle(PA), City of,Pennsylvania 3213. Juncos(PR),Municipality of,Puerto Rico 3176. Newtown(PA),Township of,Pennsylvania 3214. Loiza(PR),Municipality of,Puerto Rico 3177. Norristown(PA),Municipality of, 3215. Rio Grande(PR),Municipality of,Puerto Pennsylvania Rico C-37 3216. Sabana Grande(PR),Municipality of, 3259. Barnwell(SC), County of, South Carolina Puerto Rico 3260. Beaufort(SC), County of, South Carolina 3217. San Juan(PR),Municipality of,Puerto 3261. Berkeley(SC), County of, South Carolina Rico 3262. Calhoun(SC), County of, South Carolina 3218. Vega Alta(PR),Municipality of,Puerto 3263. Charleston(SC), City of, South Carolina Rico 3264. Charleston(SC), County of, South Carolina 3219. Villalba(PR),Municipality of,Puerto Rico 3265. Cherokee(SC),County of, South Carolina 3220. Yabucoa(PR),Municipality of,Puerto 3266. Chester(SC), City of, South Carolina Rico 3267. Chester(SC), County of, South Carolina 3221. Barrington(RI),Town of,Rhode Island 3268. Chesterfield(SC), County of, South 3222. Bristol(RI),Town of,Rhode Island Carolina 3223. Burrillville(RI),Town of,Rhode Island 3269. Clarendon(SC), County of, South Carolina 3224. Central Falls(RI), City of,Rhode Island 3270. Colleton(SC), County of, South Carolina 3225. Charlestown(RI),Town of,Rhode Island 3271. Columbia(SC), City of, South Carolina 3226. Coventry(RI),Town of,Rhode Island 3272. Dillon(SC),County of, South Carolina 3227. Cranston(RI), City of,Rhode Island 3273. Dorchester(SC), County of, South 3228. Cumberland(RI),Town of,Rhode Island Carolina 3229. East Greenwich(RI),Town of,Rhode 3274. Edgefield(SC), County, South Carolina Island 3275. Fairfield(SC)County of, South Carolina 3230. East Providence(RI), City of,Rhode Island 3276. Florence(SC),County of, South Carolina 3231. Foster(RI),Town of,Rhode Island 3277. Georgetown(SC), City of, South Carolina 3232. Glocester(RI),Town of,Rhode Island 3278. Georgetown(SC), County of, South 3233. Hopkinton(RI),Town of,Rhode Island Carolina 3234. Jamestown(RI),Town of,Rhode Island 3279. Greenville(SC), County of, South Carolina 3235. Johnston(RI),Town of,Rhode Island 3280. Greenwood(SC), County of, South 3236. Middletown(RI),Town of,Rhode Island Carolina 3237. Narragansett(RI),Town of,Rhode Island 3281. Hampton(SC), County of, South Carolina 3238. Newport(RI), City of,Rhode Island 3282. Horry(SC), County of, South Carolina 3239. North Kingstown(RI),Town of,Rhode 3283. Jasper(SC), County of, South Carolina Island 3284. Kershaw(SC)County Hospital Board, 3240. North Providence(RI),Town of,Rhode South Carolina Island 3285. Kershaw(SC), County of, South Carolina 3241. Pawtucket(RI), City of,Rhode Island 3286. Lancaster(SC), County of, South Carolina 3242. Portsmouth(RI),Town of,Rhode Island 3287. Laurens(SC), County of, South Carolina 3243. Providence(RI), City of,Rhode Island 3288. Lee(SC), County of, South Carolina 3244. Richmond(RI),Town of,Rhode Island 3289. Lexington County(SC), South Carolina 3245. Scituate(RI),Town of,Rhode Island 3290. Marion(SC),County of, South Carolina 3246. Smithfield(RI),Town of,Rhode Island 3291. Marlboro(SC), County of, South Carolina 3247. South Kingstown(RI),Town of,Rhode 3292. McCormick(SC), County of, South Island Carolina 3248. Warren(RI),Town of,Rhode Island 3293. Mt.Pleasant(SC),Town of, South 3249. Warwick(RI), City of,Rhode Island Carolina 3250. West Greenwich(RI),Town of,Rhode 3294. Myrtle Beach(SC), City of, South Carolina Island 3295. Newberry(SC), County of, South Carolina 3251. West Warwick(RI),Town of,Rhode 3296. North Charleston(SC), City of, South Island Carolina 3252. Westerly(RI),Town of,Rhode Island 3297. Oconee(SC), County of, South Carolina 3253. Woonsocket(RI), City of,Rhode Island 3298. Orangeburg(SC),City of, South Carolina 3254. Abbeville(SC), County of, South Carolina 3299. Orangeburg(SC),County of, South 3255. Aiken(SC),County of, South Carolina Carolina 3256. Allendale(SC),County of, South Carolina 3300. Pickens(SC)County of, South Carolina 3257. Anderson, (SC), County of, South Carolina 3301. Richland(SC), County of, South Carolina 3258. Bamberg(SC), County of, South Carolina 3302. Saluda(SC), County of, South Carolina C-38 3303. Spartanburg(SC), County of, South 3353. Hamilton(TN), County of,Tennessee Carolina 3354. Hancock(TN), County of,Tennessee 3304. Summerville(SC),Town of, South 3355. Hawkins(TN), County of,Tennessee Carolina 3356. Haywood(TN), County of,Tennessee 3305. Sumter(SC), County of, South Carolina 3357. Henderson(TN),County of,Tennessee 3306. Union(SC), County of, South Carolina 3358. Iron City(TN),City of,Tennessee 3307. Williamsburg(SC) County of, South 3359. Jefferson(TN), County of,Tennessee Carolina 3360. Johnson(TN), County of,Tennessee 3308. York(SC), County of, South Carolina 3361. La Vergne(TN), City of,Tennessee 3309. Pennington(SD), County of, South Dakota 3362. Lauderdale(TN), County of,Tennessee 3310. Alexandria(TN),Town of,Tennessee 3363. Lawrence(TN), County of,Tennessee 3311. Algood(TN), City of,Tennessee 3364. Lawrenceburg(TN), City of,Tennessee 3312. Ardmore(TN), City of,Tennessee 3365. Lewisburg(TN), City of, Tennessee 3313. Arlington(TN),Town of,Tennessee 3366. Lexington(TN), City of,Tennessee 3314. Auburntown(TN),Town of,Tennessee 3367. Liberty(TN),Town of,Tennessee 3315. Baxter(TN),Town of,Tennessee 3368. Lincoln(TN), County of,Tennessee 3316. Bedford(TN), County of,Tennessee 3369. Livingston(TN),Town of,Tennessee 3317. Bell Buckle(TN),Town of,Tennessee 3370. Loretto(TN), City of,Tennessee 3318. Blount(TN), County of,Tennessee 3371. Lynchburg(TN), City of,Tennessee 3319. Byrdstown(TN),Town of,Tennessee 3372. Lynnville(TN),Town of,Tennessee 3320. Campbell(TN), County of,Tennessee 3373. Madison(TN), County of,Tennessee 3321. Cannon(TN), County of,Tennessee 3374. Marshall(TN), County of,Tennessee 3322. Celine(TN), City of,Tennessee 3375. Maryville(TN), City of,Tennessee 3323. Centertown(TN),Town of,Tennessee 3376. Maury(TN), County of,Tennessee 3324. Centerville(TN),Town of,Tennessee 3377. McMinnville(TN), City of,Tennessee 3325. Chapel Hill(TN),Town of,Tennessee 3378. Memphis(TN),City of,Tennessee 3326. Claiborne(TN), County of,Tennessee 3379. Millington(TN), City of,Tennessee 3327. Clarksville(TN), City of,Tennessee 3380. Minor Hill(TN), City of,Tennessee 3328. Clay(TN), County of,Tennessee 3381. Monterey(TN),Town of,Tennessee 3329. Clifton(TN), City of,Tennessee 3382. Montgomery(TN),County of,Tennessee 3330. Collinwood(TN),City of,Tennessee 3383. Moore(TN), County of,Tennessee 3331. Columbia(TN), City of,Tennessee 3384. Morgan(TN), County of,Tennessee 3332. Cookeville(TN), City of,Tennessee 3385. Morrison(TN),Town of,Tennessee 3333. Cornersville(TN),Town of,Tennessee 3386. Mount Pleasant(TN), City of,Tennessee 3334. Crab Orchard(TN),City of,Tennessee 3387. Murfreesboro(TN), City of,Tennessee 3335. Crockett(TN), County of,Tennessee 3388. Nashville and Davidson County(TN), 3336. Crossville(TN), City of,Tennessee Government of,Tennessee 3337. Cumberland(TN), County of,Tennessee 3389. Normandy(TN),Town of,Tennessee 3338. Dandridge(TN),Town of,Tennessee 3390. Obion(TN), County of,Tennessee 3339. Decatur(TN), County of,Tennessee 3391. Overton(TN), County of,Tennessee 3340. Decatur(TN),Town of,Tennessee 3392. Petersburg(TN),Town of,Tennessee 3341. Dekalb(TN),County of,Tennessee 3393. Pickett(TN), County of,Tennessee 3342. Dowell-town(TN),Town of,Tennessee 3394. Pigeon Forge(TN), City of,Tennessee 3343. Doyle(TN),Town of,Tennessee 3395. Pleasant Hill(TN),Town of,Tennessee 3344. Eagleville(TN), City of,Tennessee 3396. Pulaski(TN), City of,Tennessee 3345. Elkton(TN), City of,Tennessee 3397. Putnam(TN), County of,Tennessee 3346. Ethridge(TN),Town of,Tennessee 3398. Ripley(TN), City of,Tennessee 3347. Fayetteville(TN), City of,Tennessee 3399. Rutherford(TN), County of,Tennessee 3348. Fentress(TN), County of,Tennessee 3400. Scott(TN), County,Tennessee 3349. Gatlinburg(TN) City of,Tennessee 3401. Shelby(TN), County of(Board of 3350. Germantown(TN), City of,Tennessee Commissioners),Tennessee 3351. Giles(TN), County of,Tennessee 3402. Shelbyville(TN), City of,Tennessee 3352. Greene(TN), County of,Tennessee 3403. Smith(TN), County of,Tennessee C-39 3404. Smithville(TN), City of,Tennessee 3454. Falls(TX), County of,Texas 3405. Smyrna(TN),Town of,Tennessee 3455. Fannin(TX), County of,Texas 3406. Sparta(TN), City of,Tennessee 3456. Fort Bend(TX), County of,Texas 3407. Spencer(TN),Town of,Tennessee 3457. Franklin(TX), County of,Texas 3408. Spring Hill(TN),City of,Tennessee 3458. Freestone(TX), County of,Texas 3409. St. Joseph(TN), City of,Tennessee 3459. Galveston(TX), County of,Texas 3410. Sumner(TN), County of,Tennessee 3460. Grayson(TX), County of,Texas 3411. Van Buren(TN), County of,Tennessee 3461. Guadalupe(TX), County of,Texas 3412. Viola(TN),Town of,Tennessee 3462. Guadalupe Valley Hospital a/k/a 3413. Warren(TN),County of,Tennessee Guadalupe Regional Medical Center(TX), 3414. Wartrace(TN),Town of,Tennessee Texas 3415. Washington(TN), County of,Tennessee 3463. Hardin(TX), County of,Texas 3416. Wayne(TN), County of,Tennessee 3464. Harris(TX),County of,Texas 3417. Waynesboro(TN), City of,Tennessee 3465. Harris County Hospital District d/b/a 3418. White(TN), County of,Tennessee Harris Health System(TX),Texas 3419. Williamson(TN), County of, Tennessee 3466. Harrison(TX), County of,Texas 3420. Woodbury(TN),Town of,Tennessee 3467. Haskell(TX), County of,Texas 3421. Angelina(TX), County of,Texas 3468. Hays(TX), County of,Texas 3422. Bailey(TX), County of,Texas 3469. Henderson(TX),County of,Texas 3423. Bastrop(TX), County of,Texas 3470. Hidalgo(TX), County of,Texas 3424. Bee(TX), County of,Texas 3471. Hopkins(TX), County of,Texas 3425. Bexar(TX), County of,Texas 3472. Houston(TX), City of,Texas 3426. Bexar County Hospital District d/b/a 3473. Houston(TX), County of,Texas University Health System(TX),Texas 3474. Irving Independent School District(TX), 3427. Blanco(TX), County of,Texas Texas 3428. Bowie(TX),County of,Texas 3475. Jasper(TX), County of,Texas 3429. Brazos(TX), County of,Texas 3476. Jefferson(TX), County of,Texas 3430. Brooks(TX), County of,Texas 3477. Jim Hogg(TX), County of,Texas 3431. Burleson(TX), County of,Texas 3478. Jim Wells(TX), County of,Texas 3432. Burnet(TX), County of,Texas 3479. Johnson(TX), County of,Texas 3433. Caldwell(TX), County of,Texas 3480. Jones(TX), County of,Texas 3434. Calhoun(TX), County of,Texas 3481. Kaufman(TX), County of,Texas 3435. Cameron(TX), County of,Texas 3482. Kendall(TX), County of,Texas 3436. Camp(TX), County of,Texas 3483. Kerr(TX), County of,Texas 3437. Cass(TX), County of,Texas 3484. Kinney(TX), County of,Texas 3438. Castro(TX),County of,Texas 3485. Kleberg(TX), County of,Texas 3439. Cherokee(TX), County of,Texas 3486. La Salle(TX), County of,Texas 3440. Childress(TX), County of,Texas 3487. Lamar(TX), County of,Texas 3441. Clay(TX), County of,Texas 3488. Laredo(TX), City of,Texas 3442. Colorado(TX), County of,Texas 3489. Leon(TX), County of,Texas 3443. Cooke(TX),County of,Texas 3490. Leon Valley(TX), City of,Texas 3444. Coryell(TX),County of,Texas 3491. Liberty(TX), County of,Texas 3445. Dallas(TX), County of,Texas 3492. Limestone(TX), County of,Texas 3446. Dallas County Hospital District d/b/a 3493. Lubbock(TX), County of,Texas Parkland Health&Hospital System(TX), 3494. Madison(TX), County of,Texas Texas 3495. Marion(TX), County of,Texas 3447. Delta(TX), County of,Texas 3496. Maverick(TX), County of,Texas 3448. Dimmit(TX), County of,Texas 3497. McLennan(TX), County of,Texas 3449. Duval(TX), County of,Texas 3498. McMullen(TX), County of,Texas 3450. Eagle Pass(TX), City of,Texas 3499. Milam(TX), County of,Texas 3451. Ector(TX), County of,Texas 3500. Mitchell(TX), County of,Texas 3452. El Paso(TX), County of,Texas 3501. Montgomery(TX),County of,Texas 3453. Ellis(TX), County of,Texas 3502. Morris(TX),County of,Texas C-40 3503. Nacogdoches(TX), County of,Texas 3548. Zavala(TX), County of,Texas 3504. Newton(TX), County of,Texas 3549. Beaver(UT), County of,Utah 3505. Nolan(TX), County of,Texas 3550. Cache(UT),County of,Utah 3506. Nueces(TX), County of,Texas 3551. Carbon(UT), County of,Utah 3507. Nueces County Hospital District(TX), 3552. Daggett(UT), County of,Utah Texas 3553. Davis(UT), County of,Utah 3508. Ochiltree County Hospital District(TX), 3554. Duchesne(UT), County of,Utah Texas 3555. Emery(UT), County of,Utah 3509. Orange(TX), County of,Texas 3556. Garfield(UT), County of,Utah 3510. Palo Pinto County Hospital District a/k/a 3557. Grand(UT),County of,Utah Palo Pinto General Hospital(TX),Texas 3558. Iron(UT), County of,Utah 3511. Panola(TX), County of,Texas 3559. Juab(UT), County of,Utah 3512. Parker(TX),County of,Texas 3560. Kane(UT), County of,Utah 3513. Polk(TX), County of,Texas 3561. Millard(UT),County of,Utah 3514. Potter(TX), County of,Texas 3562. Piute(UT), County of,Utah 3515. Red River(TX), County of,Texas 3563. Rich(UT), County of,Utah 3516. Roberts(TX), County of,Texas 3564. Salt Lake(UT), County of,Utah 3517. Robertson(TX), County of,Texas 3565. San Juan(UT), County of,Utah 3518. Rockwall(TX), County of,Texas 3566. Sanpete(UT), County of,Utah 3519. Rusk(TX), County of,Texas 3567. Sevier(UT), County of,Utah 3520. San Antonio(TX), City of,Texas 3568. Summit(UT), County of,Utah 3521. San Patricio(TX), County of,Texas 3569. The Tricounty Health Department(UT), 3522. San Saba(TX), County of,Texas Utah 3523. Shackelford(TX), County of,Texas 3570. Tooele(UT), County of,Utah 3524. Shelby(TX), County of,Texas 3571. Tri-County Health Department(UT),Utah 3525. Smith(TX), County of,Texas 3572. Uintah(UT), County of,Utah 3526. Socorro Independent School District(TX), 3573. Utah(UT), County of,Utah Texas 3574. Wasatch(UT), County of,Utah 3527. Stephens(TX), County of,Texas 3575. Washington(UT), County of,Utah 3528. Tarrant(TX), County of,Texas 3576. Wayne(UT), County of,Utah 3529. Tarrant County Hospital District(TX)d/b/a 3577. Weber(UT), County of,Utah JPS Health Network,Texas 3578. Bennington(VT),Town of,Vermont 3530. Terrell(TX), County of,Texas 3579. Brattleboro(VT),Town of,Vermont 3531. Texarkana Independent School District 3580. Sharon(VT),Town of,Vermont (TX),Texas 3581. St.Albans(VT), City of,Vermont 3532. Throckmorton(TX), County of,Texas 3582. Accomack(VA), County of,Virginia 3533. Titus(TX), County of,Texas 3583. Alexandria(VA), City of,Virginia 3534. Travis(TX), County of,Texas 3584. Alleghany(VA), County of,Virginia 3535. Trinity(TX), County of,Texas 3585. Amherst(VA), County of,Virginia 3536. Upshur(TX), County of,Texas 3586. Arlington(VA), County of(County 3537. Uvalde(TX), County of,Texas Board),Virginia 3538. Van Zandt(TX), County of,Texas 3587. Bland(VA), County of,Virginia 3539. Walker(TX), County of,Texas 3588. Botetourt(VA), County of,Virginia 3540. Waller(TX), County of,Texas 3589. Bristol(VA), City of,Virginia 3541. Webb(TX), County of,Texas 3590. Buchanan(VA), County of,Virginia 3542. West Wharton County(TX)Hospital 3591. Buena Vista(VA), City of,Virginia District,Texas 3592. Carroll(VA), County of,Virginia 3543. Wichita(TX), County of,Texas 3593. Charlotte(VA), County of,Virginia 3544. Williamson(TX), County of, Texas 3594. Chesapeake(VA), City of,Virginia 3545. Wilson(TX), County of,Texas 3595. Chesapeake Hospital Corporation(VA), 3546. Wilson County Memorial Hospital District Virginia (TX),Texas 3596. Chesterfield(VA), County of,Virginia 3547. Wood(TX), County of,Texas 3597. Covington(VA),City of,Virginia C-41 3598. Culpeper(VA), County of,Virginia 3649. Salem(VA), City of,Virginia 3599. Cumberland(VA), County of,Virginia 3650. Scott(VA), County of(Board of 3600. Danville(VA), City of,Virginia Supervisors),Virginia 3601. Dickenson(VA), County of,Virginia 3651. Shenandoah(VA), County of,Virginia 3602. Dinwiddie(VA), County of,Virginia 3652. Smyth(VA), County of,Virginia 3603. Emporia(VA), City of,Virginia 3653. Stafford(VA), County of,Virginia 3604. Fairfax(VA),City of,Virginia 3654. Tazewell(VA),County of,Virginia 3605. Fairfax(VA),County of(Board of 3655. Virginia Beach(VA), City of,Virginia Supervisors),Virginia 3656. Virginia Beach(VA), City of(Sheriff), 3606. Fauquier(VA), County of,Virginia Virginia 3607. Floyd(VA), County of,Virginia 3657. Warren(VA), County of,Virginia 3608. Franklin(VA),County of,Virginia 3658. Washington(VA), County of,Virginia 3609. Frederick(VA), County of,Virginia 3659. Waynesboro(VA), City of,Virginia 3610. Fredericksburg(VA), City of,Virginia 3660. Westmoreland(VA), County of,Virginia 3611. Galax(VA),City of,Virginia 3661. Winchester(VA), City of,Virginia 3612. Giles(VA),County of,Virginia 3662. Wise(VA), County of(Board of 3613. Goochland(VA), County of,Virginia Supervisors),Virginia 3614. Grayson(VA), County of,Virginia 3663. Wythe(VA),County of,Virginia 3615. Greensville(VA), County of,Virginia 3664. Anacortes(WA), City of,Washington 3616. Halifax(VA), County of,Virginia 3665. Bainbridge Island(WA), City of, 3617. Henrico(VA), County of,Virginia Washington 3618. Henry(VA), County of,Virginia 3666. Burlington(WA), City of,Washington 3619. Hopewell(VA), City of,Virginia 3667. Chelan(WA), County of,Washington 3620. Isle of Wight(VA), County of,Virginia 3668. Clallam(WA), County of,Washington 3621. King and Queen(VA), County of,Virginia 3669. Clark(WA), County of,Washington 3622. Lee(VA), County of,Virginia 3670. Everett(WA), City of,Washington 3623. Lexington(VA), City of,Virginia 3671. Franklin(WA), County of,Washington 3624. Loudoun(VA), County of,Virginia 3672. Island(WA), County of,Washington 3625. Louisa(VA), County of,Virginia 3673. Jefferson(WA), County of,Washington 3626. Madison(VA), County of,Virginia 3674. Kent(WA), City of,Washington 3627. Martinsville(VA), City of,Virginia 3675. King(WA), County of,Washington 3628. Mecklenburg(VA), County of,Virginia 3676. Kirkland(WA), City of,Washington 3629. Montgomery(VA),County of,Virginia 3677. Kitsap(WA), County of,Washington 3630. Norfolk(VA), City of,Virginia 3678. Kittitas(WA), County of,Washington 3631. Northampton(VA), County of,Virginia 3679. Lakewood(WA),City of,Washington 3632. Northumberland(VA), County of,Virginia 3680. Lewis(WA), County of,Washington 3633. Norton(VA), City of,Virginia 3681. Lincoln(WA), County of,Washington 3634. Page(VA),County of,Virginia 3682. Mount Vernon(WA), City of,Washington 3635. Patrick(VA), County of,Virginia 3683. Mount Vernon(WA), School District of, 3636. Pittsylvania(VA), County of,Virginia Washington 3637. Portsmouth(VA), City of,Virginia 3684. Olympia(WA), City of,Washington 3638. Prince George(VA), County of,Virginia 3685. Pierce(WA), County of,Washington 3639. Prince William(VA), County of(Board of 3686. San Juan(WA), County of,Washington Supervisors),Virginia 3687. Seattle(WA), City of,Washington 3640. Pulaski(VA), County of,Virginia 3688. Sedro-Woolley(WA), City of,Washington 3641. Radford(VA), City of,Virginia 3689. Sedro-Woolley School District(WA), 3642. Richlands(VA),Town of,Virginia Washington 3643. Richmond(VA), City of,Virginia 3690. Skagit(WA), County of,Washington 3644. Richmond(VA), County of,Virginia 3691. Snohomish(WA), County of,Washington 3645. Roanoke(VA), City of,Virginia 3692. Spokane(WA), City of,Washington 3646. Roanoke(VA), County of,Virginia 3693. Spokane(WA), County of,Washington 3647. Rockbridge(VA), County of,Virginia 3694. Tacoma(WA),City of,Washington 3648. Russell(VA), County of,Virginia C-42 3695. The La Conner School District(WA), 3747. Milwaukee(WI), City of,Wisconsin Washington 3748. Milwaukee(WI), County of,Wisconsin 3696. Thurston(WA), County of,Washington 3749. Monroe(WI), County of,Wisconsin 3697. Vancouver(WA), City of,Washington 3750. Mount Pleasant(WI),Village of, 3698. Walla Walla(WA), County of,Washington Wisconsin 3699. Whatcom(WA),County of,Washington 3751. Oak Creek(WI), City of,Wisconsin 3700. Whitman(WA),County of,Washington 3752. Oconto(WI),County of,Wisconsin 3701. Adams(WI), County of,Wisconsin 3753. Oneida(WI), County of,Wisconsin 3702. Ashland(WI), County of,Wisconsin 3754. Outagamie(WI), County of,Wisconsin 3703. Barron(WI), County of,Wisconsin 3755. Ozaukee(WI), County of,Wisconsin 3704. Bayfield(WI), County of,Wisconsin 3756. Pepin(WI), County of,Wisconsin 3705. Brown(WI), County of,Wisconsin 3757. Pierce(WI), County of,Wisconsin 3706. Buffalo(WI), County of,Wisconsin 3758. Pleasant Prairie(WI),Village of, 3707. Burnett(WI), County of,Wisconsin Wisconsin 3708. Calumet(WI), County of,Wisconsin 3759. Portage(WI),County of,Wisconsin 3709. Chippewa(WI), County of,Wisconsin 3760. Price(WI), County of, Wisconsin 3710. Clark(WI), County of,Wisconsin 3761. Racine(WI), County of,Wisconsin 3711. Columbia(WI), County of,Wisconsin 3762. Richland(WI), County of,Wisconsin 3712. Crawford(WI),County of,Wisconsin 3763. Rock(WI), County of,Wisconsin 3713. Cudahy(WI), City of,Wisconsin 3764. Rusk(WI), County of,Wisconsin 3714. Dane(WI), County of,Wisconsin 3765. Sauk(WI), County of,Wisconsin 3715. Dodge(WI),County of,Wisconsin 3766. Sawyer(WI), County of,Wisconsin 3716. Door(WI), County of,Wisconsin 3767. Shawano(WI), County of,Wisconsin 3717. Douglas(WI), County of,Wisconsin 3768. Sheboygan(WI), County of,Wisconsin 3718. Dunn(WI), County of,Wisconsin 3769. South Milwaukee(WI), City of,Wisconsin 3719. Eau Claire(WI), County of,Wisconsin 3770. St. Croix(WI), County of,Wisconsin 3720. Florence(WI), County of,Wisconsin 3771. Sturtevant(WI),Village of,Wisconsin 3721. Fond du Lac(WI), County of,Wisconsin 3772. Superior(WI), City of,Wisconsin 3722. Forest(WI), County of,Wisconsin 3773. Taylor(WI),County of,Wisconsin 3723. Franklin(WI), City of,Wisconsin 3774. Trempealeau(WI), County of,Wisconsin 3724. Grant(WI), County of,Wisconsin 3775. Union Grove(WI),Village of,Wisconsin 3725. Green(WI), County of,Wisconsin 3776. Vernon(WI), County of,Wisconsin 3726. Green Lake(WI), County of,Wisconsin 3777. Vilas(WI), County of,Wisconsin 3727. Greenfield(WI),City of,Wisconsin 3778. Walworth(WI), County of,Wisconsin 3728. Iowa(WI), County of,Wisconsin 3779. Washburn(WI), County of,Wisconsin 3729. Iron(WI), County of,Wisconsin 3780. Washington(WI), County of,Wisconsin 3730. Jackson(WI), County of,Wisconsin 3781. Waukesha(WI), County of,Wisconsin 3731. Janesville(WI), City of,Wisconsin 3782. Waupaca(WI),County of,Wisconsin 3732. Jefferson(WI), County of,Wisconsin 3783. Waushara(WI), County of,Wisconsin 3733. Juneau(WI), County of,Wisconsin 3784. Wauwatosa(WI), City of,Wisconsin 3734. Kenosha(WI), City of,Wisconsin 3785. West Allis(WI), City of,Wisconsin 3735. Kenosha(WI), County of,Wisconsin 3786. Winnebago(WI), County of,Wisconsin 3736. Kewaunee(WI), County of,Wisconsin 3787. Wood(WI), County of,Wisconsin 3737. La Crosse(WI), County of,Wisconsin 3788. Yorkville(WI),Village of,Wisconsin 3738. Lafayette(WI), County of,Wisconsin 3789. Carbon(WY), County of,Wyoming 3739. Langlade(WI), County of,Wisconsin 3790. Casper(WY), City of,Wyoming 3740. Lincoln(WI), County of,Wisconsin 3791. Cheyenne(WY), City of,Wyoming 3741. Manitowoc(WI), County of,Wisconsin 3792. Green River(WY), City of,Wyoming 3742. Marathon(WI), County of,Wisconsin 3793. Riverton(WY), City of,Wyoming 3743. Marinette(WI), City of,Wisconsin 3794. Rock Springs(WY), City of,Wyoming 3744. Marinette(WI), County of,Wisconsin 3795. Sweetwater(WY), County of,Wyoming 3745. Marquette(WI), County of,Wisconsin 3746. Menominee(WI), County of,Wisconsin C-43 EXHIBIT D Later Liti2atins! Subdivision Suspension and Offset Determinations Participation Per Capita Suspension Suspension Deadline and Tier Amount 13 Percenta a Offset Cap Endin2 Point 1 $2,500 66% 66% Earlier of(1) 6 months after denial of a motion to dismiss, (2) 12 months from filing, or(3) 6 months before final pre-trial conference, and until final judgment affirmed on appeal, including dismissal. 2 $2,000 33.33% 34% Earlier of(1) 6 months after denial of a motion to dismiss, (2) 12 months from filing, or(3) 6 months before final pre-trial conference, and until final judgment affirmed on appeal, including dismissal. 3 $1,500 27.5% 30% Earlier of(1) 9 months after denial of a motion to dismiss, (2) 12 months from filing, or(3) 6 months before final pre-trial conference, and until final judgment affirmed on appeal, including dismissal. 4 $1,000 20% 25% Earlier of(1) 9 months after denial of a motion to dismiss, (2) 12 months from filing, or(3) 6 months before final pre-trial conference, and until final judgment affirmed on appeal, including dismissal. 13 Population will be measured at the level of the Later Litigating Subdivision as described in Section XIV.A, Section XIV.B,and Section XIV.C. D-1 EXHIBIT E List of Opioid Remediation Uses Schedule A Core Strategies States and Qualifying Block Grantees shall choose from among the abatement strategies listed in Schedule B. However, priority shall be given to the following core abatement strategies ("Core Strategies").14 A. NALOXONE OR OTHER FDA-APPROVED DRUG TO REVERSE OPIOID OVERDOSES 1. Expand training for first responders, schools, community support groups and families; and 2. Increase distribution to individuals who are uninsured or whose insurance does not cover the needed service. B. MEDICATION-ASSISTED TREATMENT ("MAT") DISTRIBUTION AND OTHER OPIOID-RELATED TREATMENT 1. Increase distribution of MAT to individuals who are uninsured or whose insurance does not cover the needed service; 2. Provide education to school-based and youth-focused programs that discourage or prevent misuse; 3. Provide MAT education and awareness training to healthcare providers, EMTs, law enforcement, and other first responders; and 4. Provide treatment and recovery support services such as residential and inpatient treatment, intensive outpatient treatment, outpatient therapy or counseling, and recovery housing that allow or integrate medication and with other support services. 14 As used in this Schedule A,words like"expand,""fund,""provide"or the like shall not indicate a preference for new or existing programs. E-1 C. PREGNANT & POSTPARTUM WOMEN 1. Expand Screening, Brief Intervention, and Referral to Treatment("SBIRT') services to non-Medicaid eligible or uninsured pregnant women; 2. Expand comprehensive evidence-based treatment and recovery services, including MAT, for women with co- occurring Opioid Use Disorder("OUD") and other Substance Use Disorder("SUD")/Mental Health disorders for uninsured individuals for up to 12 months postpartum; and 3. Provide comprehensive wrap-around services to individuals with OUD, including housing, transportation,job placement/training, and childcare. D. EXPANDING TREATMENT FOR NEONATAL ABSTINENCE SYNDROME ("NAS") 1. Expand comprehensive evidence-based and recovery support for NAS babies; 2. Expand services for better continuum of care with infant- need dyad; and 3. Expand long-term treatment and services for medical monitoring of NAS babies and their families. E. EXPANSION OF WARM HAND-OFF PROGRAMS AND RECOVERY SERVICES 1. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments; 2. Expand warm hand-off services to transition to recovery services; 3. Broaden scope of recovery services to include co-occurring SUD or mental health conditions; 4. Provide comprehensive wrap-around services to individuals in recovery, including housing, transportation,job placement/training, and childcare; and 5. Hire additional social workers or other behavioral health workers to facilitate expansions above. E-2 F. TREATMENT FOR INCARCERATED POPULATION 1. Provide evidence-based treatment and recovery support, including MAT for persons with OUD and co-occurring SUD/MH disorders within and transitioning out of the criminal justice system; and 2. Increase funding for jails to provide treatment to inmates with OUD. G. PREVENTION PROGRAMS 1. Funding for media campaigns to prevent opioid use (similar to the FDA's "Real Cost" campaign to prevent youth from misusing tobacco); 2. Funding for evidence-based prevention programs in schools; 3. Funding for medical provider education and outreach regarding best prescribing practices for opioids consistent with the 2016 CDC guidelines, including providers at hospitals (academic detailing); 4. Funding for community drug disposal programs; and 5. Funding and training for first responders to participate in pre-arrest diversion programs, post-overdose response teams, or similar strategies that connect at-risk individuals to behavioral health services and supports. H. EXPANDING SYRINGE SERVICE PROGRAMS 1. Provide comprehensive syringe services programs with more wrap-around services, including linkage to OUD treatment, access to sterile syringes and linkage to care and treatment of infectious diseases. I. EVIDENCE-BASED DATA COLLECTION AND RESEARCH ANALYZING THE EFFECTIVENESS OF THE ABATEMENT STRATEGIES WITHIN THE STATE E-3 Schedule B Approved Uses Support treatment of Opioid Use Disorder(OUD) and any co-occurring Substance Use Disorder or Mental Health(SUD/MH) conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following: PART ONE: TREATMENT A. TREAT OPIOID USE DISORDER (OUD) Support treatment of Opioid Use Disorder("OUD") and any co-occurring Substance Use Disorder or Mental Health("SUD/MH") conditions through evidence-based or evidence- informed programs or strategies that may include, but are not limited to, those that:15 1. Expand availability of treatment for OUD and any co-occurring SUD/MH conditions, including all forms of Medication-Assisted Treatment("MAT') approved by the U.S. Food and Drug Administration. 2. Support and reimburse evidence-based services that adhere to the American Society of Addiction Medicine ("ASAM') continuum of care for OUD and any co- occurring SUD/MH conditions. 3. Expand telehealth to increase access to treatment for OUD and any co-occurring SUD/MH conditions, including MAT, as well as counseling, psychiatric support, and other treatment and recovery support services. 4. Improve oversight of Opioid Treatment Programs ("OTPs") to assure evidence- based or evidence-informed practices such as adequate methadone dosing and low threshold approaches to treatment. 5. Support mobile intervention, treatment, and recovery services, offered by qualified professionals and service providers, such as peer recovery coaches, for persons with OUD and any co-occurring SUD/MH conditions and for persons who have experienced an opioid overdose. 6. Provide treatment of trauma for individuals with OUD (e.g., violence, sexual assault, human trafficking, or adverse childhood experiences) and family members (e.g., surviving family members after an overdose or overdose fatality), and training of health care personnel to identify and address such trauma. 7. Support evidence-based withdrawal management services for people with OUD and any co-occurring mental health conditions. 15 As used in this Schedule B,words like"expand,""fund,""provide"or the like shall not indicate a preference for new or existing programs. E-4 8. Provide training on MAT for health care providers, first responders, students, or other supporting professionals, such as peer recovery coaches or recovery outreach specialists, including telementoring to assist community-based providers in rural or underserved areas. 9. Support workforce development for addiction professionals who work with persons with OUD and any co-occurring SUD/MH conditions. 10. Offer fellowships for addiction medicine specialists for direct patient care, instructors, and clinical research for treatments. 11. Offer scholarships and supports for behavioral health practitioners or workers involved in addressing OUD and any co-occurring SUD/MH or mental health conditions, including, but not limited to, training, scholarships, fellowships, loan repayment programs, or other incentives for providers to work in rural or underserved areas. 12. Provide funding and training for clinicians to obtain a waiver under the federal Drug Addiction Treatment Act of 2000 ("DATA 2000")to prescribe MAT for OUD, and provide technical assistance and professional support to clinicians who have obtained a DATA 2000 waiver. 13. Disseminate of web-based training curricula, such as the American Academy of Addiction Psychiatry's Provider Clinical Support Service—Opioids web-based training curriculum and motivational interviewing. 14. Develop and disseminate new curricula, such as the American Academy of Addiction Psychiatry's Provider Clinical Support Service for Medication— Assisted Treatment. B. SUPPORT PEOPLE IN TREATMENT AND RECOVERY Support people in recovery from OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the programs or strategies that: 1. Provide comprehensive wrap-around services to individuals with OUD and any co-occurring SUD/MH conditions, including housing, transportation, education, job placement,job training, or childcare. 2. Provide the full continuum of care of treatment and recovery services for OUD and any co-occurring SUD/MH conditions, including supportive housing, peer support services and counseling, community navigators, case management, and connections to community-based services. 3. Provide counseling, peer-support, recovery case management and residential treatment with access to medications for those who need it to persons with OUD and any co-occurring SUD/MH conditions. E-5 4. Provide access to housing for people with OUD and any co-occurring SUD/MH conditions, including supportive housing, recovery housing, housing assistance programs, training for housing providers, or recovery housing programs that allow or integrate FDA-approved mediation with other support services. 5. Provide community support services, including social and legal services, to assist in deinstitutionalizing persons with OUD and any co-occurring SUD/MH conditions. 6. Support or expand peer-recovery centers, which may include support groups, social events, computer access, or other services for persons with OUD and any co-occurring SUD/MH conditions. 7. Provide or support transportation to treatment or recovery programs or services for persons with OUD and any co-occurring SUD/MH conditions. 8. Provide employment training or educational services for persons in treatment for or recovery from OUD and any co-occurring SUD/MH conditions. 9. Identify successful recovery programs such as physician, pilot, and college recovery programs, and provide support and technical assistance to increase the number and capacity of high-quality programs to help those in recovery. 10. Engage non-profits, faith-based communities, and community coalitions to support people in treatment and recovery and to support family members in their efforts to support the person with OUD in the family. 11. Provide training and development of procedures for government staff to appropriately interact and provide social and other services to individuals with or in recovery from OUD, including reducing stigma. 12. Support stigma reduction efforts regarding treatment and support for persons with OUD, including reducing the stigma on effective treatment. 13. Create or support culturally appropriate services and programs for persons with OUD and any co-occurring SUD/MH conditions, including new Americans. 14. Create and/or support recovery high schools. 15. Hire or train behavioral health workers to provide or expand any of the services or supports listed above. C. CONNECT PEOPLE WHO NEED HELP TO THE HELP THEY NEED (CONNECTIONS TO CARE) Provide connections to care for people who have—or are at risk of developing—OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that: E-6 I. Ensure that health care providers are screening for OUD and other risk factors and know how to appropriately counsel and treat (or refer if necessary) a patient for OUD treatment. 2. Fund SBIRT programs to reduce the transition from use to disorders, including SBIRT services to pregnant women who are uninsured or not eligible for Medicaid. 3. Provide training and long-term implementation of SBIRT in key systems (health, schools, colleges, criminal justice, and probation), with a focus on youth and young adults when transition from misuse to opioid disorder is common. 4. Purchase automated versions of SBIRT and support ongoing costs of the technology. 5. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments. 6. Provide training for emergency room personnel treating opioid overdose patients on post-discharge planning, including community referrals for MAT, recovery case management or support services. 7. Support hospital programs that transition persons with OUD and any co-occurring SUD/MH conditions, or persons who have experienced an opioid overdose, into clinically appropriate follow-up care through a bridge clinic or similar approach. 8. Support crisis stabilization centers that serve as an alternative to hospital emergency departments for persons with OUD and any co-occurring SUD/MH conditions or persons that have experienced an opioid overdose. 9. Support the work of Emergency Medical Systems, including peer support specialists, to connect individuals to treatment or other appropriate services following an opioid overdose or other opioid-related adverse event. 10. Provide funding for peer support specialists or recovery coaches in emergency departments, detox facilities, recovery centers, recovery housing, or similar settings; offer services, supports, or connections to care to persons with OUD and any co-occurring SUD/MH conditions or to persons who have experienced an opioid overdose. 11. Expand warm hand-off services to transition to recovery services. 12. Create or support school-based contacts that parents can engage with to seek immediate treatment services for their child; and support prevention, intervention, treatment, and recovery programs focused on young people. 13. Develop and support best practices on addressing OUD in the workplace. E-7 14. Support assistance programs for health care providers with OUD. 15. Engage non-profits and the faith community as a system to support outreach for treatment. 16. Support centralized call centers that provide information and connections to appropriate services and supports for persons with OUD and any co-occurring SUD/MH conditions. D. ADDRESS THE NEEDS OF CRIMINAL JUSTICE-INVOLVED PERSONS Address the needs of persons with OUD and any co-occurring SUD/MH conditions who are involved in, are at risk of becoming involved in, or are transitioning out of the criminal justice system through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that: 1. Support pre-arrest or pre-arraignment diversion and deflection strategies for persons with OUD and any co-occurring SUD/MH conditions, including established strategies such as: 1. Self-referral strategies such as the Angel Programs or the Police Assisted Addiction Recovery Initiative ("PAART'); 2. Active outreach strategies such as the Drug Abuse Response Team ("DART') model; 3. "Naloxone Plus" strategies, which work to ensure that individuals who have received naloxone to reverse the effects of an overdose are then linked to treatment programs or other appropriate services; 4. Officer prevention strategies, such as the Law Enforcement Assisted Diversion ("LEAD") model; 5. Officer intervention strategies such as the Leon County, Florida Adult Civil Citation Network or the Chicago Westside Narcotics Diversion to Treatment Initiative; or 6. Co-responder and/or alternative responder models to address OUD-related 911 calls with greater SUD expertise. 2. Support pre-trial services that connect individuals with OUD and any co- occurring SUD/MH conditions to evidence-informed treatment, including MAT, and related services. 3. Support treatment and recovery courts that provide evidence-based options for persons with OUD and any co-occurring SUD/MH conditions. E-8 4. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co- occurring SUD/MH conditions who are incarcerated in jail or prison. 5. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co- occurring SUD/MH conditions who are leaving jail or prison or have recently left jail or prison, are on probation or parole, are under community corrections supervision, or are in re-entry programs or facilities. 6. Support critical time interventions ("CTP'), particularly for individuals living with dual-diagnosis OUD/serious mental illness, and services for individuals who face immediate risks and service needs and risks upon release from correctional settings. 7. Provide training on best practices for addressing the needs of criminal justice- involved persons with OUD and any co-occurring SUD/MH conditions to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, harm reduction, case management, or other services offered in connection with any of the strategies described in this section. E. ADDRESS THE NEEDS OF PREGNANT OR PARENTING WOMEN AND THEIR FAMILIES, INCLUDING BABIES WITH NEONATAL ABSTINENCE SYNDROME Address the needs of pregnant or parenting women with OUD and any co-occurring SUD/MH conditions, and the needs of their families, including babies with neonatal abstinence syndrome ("NAS"), through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that: 1. Support evidence-based or evidence-informed treatment, including MAT, recovery services and supports, and prevention services for pregnant women—or women who could become pregnant—who have OUD and any co-occurring SUD/MH conditions, and other measures to educate and provide support to families affected by Neonatal Abstinence Syndrome. 2. Expand comprehensive evidence-based treatment and recovery services, including MAT, for uninsured women with OUD and any co-occurring SUD/MH conditions for up to 12 months postpartum. 3. Provide training for obstetricians or other healthcare personnel who work with pregnant women and their families regarding treatment of OUD and any co- occurring SUD/MH conditions. 4. Expand comprehensive evidence-based treatment and recovery support for NAS babies; expand services for better continuum of care with infant-need dyad; and expand long-term treatment and services for medical monitoring of NAS babies and their families. E-9 5. Provide training to health care providers who work with pregnant or parenting women on best practices for compliance with federal requirements that children born with NAS get referred to appropriate services and receive a plan of safe care. 6. Provide child and family supports for parenting women with OUD and any co- occurring SUD/MH conditions. 7. Provide enhanced family support and child care services for parents with OUD and any co-occurring SUD/MH conditions. 8. Provide enhanced support for children and family members suffering trauma as a result of addiction in the family; and offer trauma-informed behavioral health treatment for adverse childhood events. 9. Offer home-based wrap-around services to persons with OUD and any co- occurring SUD/MH conditions, including, but not limited to, parent skills training. 10. Provide support for Children's Services—Fund additional positions and services, including supportive housing and other residential services, relating to children being removed from the home and/or placed in foster care due to custodial opioid use. PART TWO: PREVENTION F. PREVENT OVER-PRESCRIBING AND ENSURE APPROPRIATE PRESCRIBING AND DISPENSING OF OPIOIDS Support efforts to prevent over-prescribing and ensure appropriate prescribing and dispensing of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following: 1. Funding medical provider education and outreach regarding best prescribing practices for opioids consistent with the Guidelines for Prescribing Opioids for Chronic Pain from the U.S. Centers for Disease Control and Prevention, including providers at hospitals (academic detailing). 2. Training for health care providers regarding safe and responsible opioid prescribing, dosing, and tapering patients off opioids. 3. Continuing Medical Education(CME) on appropriate prescribing of opioids. 4. Providing Support for non-opioid pain treatment alternatives, including training providers to offer or refer to multi-modal, evidence-informed treatment of pain. 5. Supporting enhancements or improvements to Prescription Drug Monitoring Programs ("PDMPs"), including, but not limited to, improvements that: E-10 I. Increase the number of prescribers using PDMPs; 2. Improve point-of-care decision-making by increasing the quantity, quality, or format of data available to prescribers using PDMPs, by improving the interface that prescribers use to access PDMP data, or both; or 3. Enable states to use PDMP data in support of surveillance or intervention strategies, including MAT referrals and follow-up for individuals identified within PDMP data as likely to experience OUD in a manner that complies with all relevant privacy and security laws and rules. 6. Ensuring PDMPs incorporate available overdose/naloxone deployment data, including the United States Department of Transportation's Emergency Medical Technician overdose database in a manner that complies with all relevant privacy and security laws and rules. 7. Increasing electronic prescribing to prevent diversion or forgery. 8. Educating dispensers on appropriate opioid dispensing. G. PREVENT MISUSE OF OPIOIDS Support efforts to discourage or prevent misuse of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following: 1. Funding media campaigns to prevent opioid misuse. 2. Corrective advertising or affirmative public education campaigns based on evidence. 3. Public education relating to drug disposal. 4. Drug take-back disposal or destruction programs. 5. Funding community anti-drug coalitions that engage in drug prevention efforts. 6. Supporting community coalitions in implementing evidence-informed prevention, such as reduced social access and physical access, stigma reduction—including staffing, educational campaigns, support for people in treatment or recovery, or training of coalitions in evidence-informed implementation, including the Strategic Prevention Framework developed by the U.S. Substance Abuse and Mental Health Services Administration ("SAMHSA"). 7. Engaging non-profits and faith-based communities as systems to support prevention. E-11 8. Funding evidence-based prevention programs in schools or evidence-informed school and community education programs and campaigns for students, families, school employees, school athletic programs, parent-teacher and student associations, and others. 9. School-based or youth-focused programs or strategies that have demonstrated effectiveness in preventing drug misuse and seem likely to be effective in preventing the uptake and use of opioids. 10. Create or support community-based education or intervention services for families, youth, and adolescents at risk for OUD and any co-occurring SUD/MH conditions. 11. Support evidence-informed programs or curricula to address mental health needs of young people who may be at risk of misusing opioids or other drugs, including emotional modulation and resilience skills. 12. Support greater access to mental health services and supports for young people, including services and supports provided by school nurses, behavioral health workers or other school staff, to address mental health needs in young people that (when not properly addressed) increase the risk of opioid or another drug misuse. H. PREVENT OVERDOSE DEATHS AND OTHER HARMS (HARM REDUCTION) Support efforts to prevent or reduce overdose deaths or other opioid-related harms through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following: 1. Increased availability and distribution of naloxone and other drugs that treat overdoses for first responders, overdose patients, individuals with OUD and their friends and family members, schools, community navigators and outreach workers, persons being released from jail or prison, or other members of the general public. 2. Public health entities providing free naloxone to anyone in the community. 3. Training and education regarding naloxone and other drugs that treat overdoses for first responders, overdose patients, patients taking opioids, families, schools, community support groups, and other members of the general public. 4. Enabling school nurses and other school staff to respond to opioid overdoses, and provide them with naloxone, training, and support. 5. Expanding, improving, or developing data tracking software and applications for overdoses/naloxone revivals. 6. Public education relating to emergency responses to overdoses. E-12 7. Public education relating to immunity and Good Samaritan laws. 8. Educating first responders regarding the existence and operation of immunity and Good Samaritan laws. 9. Syringe service programs and other evidence-informed programs to reduce harms associated with intravenous drug use, including supplies, staffing, space, peer support services, referrals to treatment, fentanyl checking, connections to care, and the full range of harm reduction and treatment services provided by these programs. 10. Expanding access to testing and treatment for infectious diseases such as HIV and Hepatitis C resulting from intravenous opioid use. 11. Supporting mobile units that offer or provide referrals to harm reduction services, treatment, recovery supports, health care, or other appropriate services to persons that use opioids or persons with OUD and any co-occurring SUD/MH conditions. 12. Providing training in harm reduction strategies to health care providers, students, peer recovery coaches, recovery outreach specialists, or other professionals that provide care to persons who use opioids or persons with OUD and any co- occurring SUD/MH conditions. 13. Supporting screening for fentanyl in routine clinical toxicology testing. PART THREE: OTHER STRATEGIES L FIRST RESPONDERS In addition to items in section C, D and H relating to first responders, support the following: 1. Education of law enforcement or other first responders regarding appropriate practices and precautions when dealing with fentanyl or other drugs. 2. Provision of wellness and support services for first responders and others who experience secondary trauma associated with opioid-related emergency events. J. LEADERSHIP, PLANNING AND COORDINATION Support efforts to provide leadership, planning, coordination, facilitations, training and technical assistance to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, the following: 1. Statewide, regional, local or community regional planning to identify root causes of addiction and overdose, goals for reducing harms related to the opioid epidemic, and areas and populations with the greatest needs for treatment E-13 intervention services, and to support training and technical assistance and other strategies to abate the opioid epidemic described in this opioid abatement strategy list. 2. A dashboard to (a) share reports, recommendations, or plans to spend opioid settlement funds; (b) to show how opioid settlement funds have been spent; (c) to report program or strategy outcomes; or (d) to track, share or visualize key opioid- or health-related indicators and supports as identified through collaborative statewide, regional, local or community processes. 3. Invest in infrastructure or staffing at government or not-for-profit agencies to support collaborative, cross-system coordination with the purpose of preventing overprescribing, opioid misuse, or opioid overdoses, treating those with OUD and any co-occurring SUD/MH conditions, supporting them in treatment or recovery, connecting them to care, or implementing other strategies to abate the opioid epidemic described in this opioid abatement strategy list. 4. Provide resources to staff government oversight and management of opioid abatement programs. K. TRAINING In addition to the training referred to throughout this document, support training to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, those that: 1. Provide funding for staff training or networking programs and services to improve the capability of government, community, and not-for-profit entities to abate the opioid crisis. 2. Support infrastructure and staffing for collaborative cross-system coordination to prevent opioid misuse, prevent overdoses, and treat those with OUD and any co- occurring SUD/MH conditions, or implement other strategies to abate the opioid epidemic described in this opioid abatement strategy list(e.g., health care, primary care, pharmacies, PDMPs, etc.). L. RESEARCH Support opioid abatement research that may include, but is not limited to, the following: 1. Monitoring, surveillance, data collection and evaluation of programs and strategies described in this opioid abatement strategy list. 2. Research non-opioid treatment of chronic pain. 3. Research on improved service delivery for modalities such as SBIRT that demonstrate promising but mixed results in populations vulnerable to opioid use disorders. E-14 4. Research on novel harm reduction and prevention efforts such as the provision of fentanyl test strips. 5. Research on innovative supply-side enforcement efforts such as improved detection of mail-based delivery of synthetic opioids. 6. Expanded research on swift/certain/fair models to reduce and deter opioid misuse within criminal justice populations that build upon promising approaches used to address other substances (e.g., Hawaii HOPE and Dakota 24/7). 7. Epidemiological surveillance of OUD-related behaviors in critical populations, including individuals entering the criminal justice system, including, but not limited to approaches modeled on the Arrestee Drug Abuse Monitoring ("ADAM') system. 8. Qualitative and quantitative research regarding public health risks and harm reduction opportunities within illicit drug markets, including surveys of market participants who sell or distribute illicit opioids. 9. Geospatial analysis of access barriers to MAT and their association with treatment engagement and treatment outcomes. E-15 EXHIBIT F List of States and Overall Allocation Percentages Alabama 1.6419290312% Alaska 0.2584550539% American Samoa 0.0174042885% Arizona 2.3755949882% Arkansas 0.9663486633% California 9.9213830698% Colorado 1.6616291219% Connecticut 1.3343523420% Delaware 0.4900019063% District of Columbia 0.2048876457% Florida 7.0259134409% Georgia 2.7882080114% Guam 0.0509264160% Hawaii 0.3418358185% Idaho 0.5254331620% Illinois 3.3263363702% Indiana 2.2168933059% Iowa 0.7579283477% Kansas 0.8042000625% Kentucky 2.0929730531% Louisiana 1.5154431983% Maine 0.5613880586% Maryland 2.1106090494% Massachusetts 2.3035761083% Michigan 3.4020234989% Minnesota 1.2972597706% Mississippi 0.8898883053% Missouri 2.0056475170% Montana 0.3421667920% N. Mariana Islands 0.0185877315% Nebraska 0.4291907949% Nevada 1.2486754235% New Hampshire 0.6258752503% New Jersey 2.7551354545% New Mexico 0.8557238713% New York 5.3903813405% F-1 North Carolina 3.2502525994% North Dakota 0.1858703224% Ohio 4.3567051408% Oklahoma 1.5831626090% Oregon 1.4236951885% Pennsylvania 4.5882419559% Puerto Rico 0.7263201134% Rhode Island 0.4895626814% South Carolina 1.5834654145% South Dakota 0.2169945907% Tennessee 2.6881474977% Texas 6.2932157196% Utah 1.1889437113% Vermont 0.2844241374% Virgin Islands 0.0340410553% Virginia 2.2801150757% Washington 2.3189040182% Wisconsin 1.7582560561% Wyoming 0.1954758491% F-2 EXHIBIT G Subdivisions Eligible to Receive Direct Allocations from the Subdivision Fund and Default Subdivision Fund Allocation Percentages The Subdivisions set forth on this Exhibit G are eligible to receive direct allocations from the Subdivision Fund, if such Subdivisions are otherwise eligible to receive such funds under this Agreement. By default, the Subdivisions set forth on this Exhibit G shall include: (1) all Litigating Subdivisions that are General Purpose Governments; (2) all counties and parishes in States with functional counties or parishes; (3) all Subdivisions that are the highest level of General Purpose Government in States without functional counties or parishes; and(4) all other Subdivisions that are General Purpose Governments with a population of 10,000 or greater. A State may elect to add any additional Subdivisions to this Exhibit G at any time prior to the Initial Participation Date. Immediately upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that addresses allocation from the Subdivision Fund, whether before or after the Initial Participation Date, this Exhibit G will automatically be amended to reflect the allocation from the Subdivision Fund pursuant to the State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3. For the avoidance of doubt, inclusion on this Exhibit G shall not create any claim for any amount of the Settlement Fund, and no such amounts shall be allocated or distributed to any Subdivision included herein if such Subdivision does not otherwise meet all requirements to receive any such funds pursuant to this Agreement. The Parties recognize the benefits of remediation funds reaching all communities, including through direct payments from the Subdivision Fund. However, to promote efficiency in the use of such funds and avoid administratively-burdensome disbursements that would be too small to add a meaningful abatement response, certain Subdivisions do not receive a direct allocation from the Subdivision Fund. However, such Subdivisions will benefit from Opioid Remediation in their community, and are eligible to receive direct benefits from the Abatement Accounts Fund in their State. All settlement funds, whether allocated to a Settling State, an Abatement Accounts Fund or a Subdivision listed on this Exhibit G can be used for Opioid Remediation in communities not listed herein. As provided by Section V.D.4.c, the Allocation Percentages shown below apply to distribution of each Settling State's Subdivision Fund in the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust. The allocation that would have otherwise gone to General Purpose Government Subdivisions not listed below as receiving a direct allocation shall be (1) directed to the county or parish in which such Subdivision is located in Settling States with functional counties or parishes if the relevant county or parish is a Participating Subdivision or (2) to the highest-level General Purpose Government in which such Subdivision is located in Settling States without functional counties or parishes if the relevant highest-level General G-1 Purpose Government is a Participating Subdivision. Where the relevant county, parish or highest-level General Purpose Government is not a Participating Subdivision, allocations of General Purpose Subdivisions not listed below as eligible to become Participating Subdivisions shall be allocated pursuant to Section VIII. The redirecting of funds described in this paragraph is intended to promote the efficient use of Opioid Remediation funds while keeping, where possible, local control of the distribution of those funds. This Exhibit G will be updated with Subdivisions receiving a Subdivision Allocation Percentage pursuant to Section LYYY. G-2 EXHIBIT H Participation Tier Determination' Percentage of Percentage of Litigating Subdivisions Primary Subdivisions that are Non-Litigating in Settling States that are Subdivisions in Settling States that are Participating Subdivisions Participating Number and/or Subdivisions Subject to a Subdivisions and/or Subdivisions Subject of Settling States as Bar,Case-Specific Resolution,or to a Bar,Case-Specific Resolution,or of the Reference Settlement Class Resolution Settlement Class Date(or as of the in effect as of the Reference Date(or Resolution in effect as of the Reference Date Payment Date, as of the Payment Date,beginning in (or as of the Payment Date,beginning in Participation beginning in Payment Year 3)4 s("Percentage of Payment Year 3)("Percentage of Non- Tier2 Payment Year 3)3 Litigating Subdivisions" Litigating Subdivisions" 1 44 out of 49 95% 90% (Primary Subdivisions only) 2 45 out of 49 96% 96% (Primary Subdivisions only) 3 46 out of 49 97% 97% (Primary Subdivisions only) 4 48 out of 49 98% 97% (Primary Subdivisions only) For the avoidance of doubt,the determinations that a sufficient number of states have agreed to be Settling States and there has been sufficient resolution of the Claims of the Litigating Subdivisions in the Settling States as described in the preamble, Section ILA and Section VIILA remain in the sole discretion of the Settling Distributors. 2 In order to qualify for the relevant tier,the minimum amounts listed in each of the"Number of Settling States,""Percentage of Litigating Subdivisions,"and"Percentage of Non-Litigating Primary Subdivisions"columns must be met or surpassed. 3 For the sole purpose of the Participation Tier determination under this Exhibit H,the States used to calculate each criterion (including the Percentage of Litigating Subdivisions and Percentage of Non-Litigating Subdivisions)will include each of the 50 states in the United States,except West Virginia,for a total of 49 states. For the avoidance of doubt,notwithstanding the definition of"State"in Section LTTT or Exhibit F,neither Washington,D.C.,nor any territory of the United States will be included for purposes of determining the participation tier under this Exhibit H. 4 School Districts,Health Districts,Hospital Districts,Library Districts and Fire Districts that satisfy the definition of Litigating Subdivision will be included for purposes of determining the Percentage of Litigating Subdivisions. These categories of Special District shall have their population measured as set forth in Section XIV.B. Any other Special Districts that satisfy the definition of Litigating Subdivisions will not be included for purposes of calculating the Participation Tier. The Percentage of Litigating Subdivisions and Percentage of Non-Litigating Primary Subdivisions will be calculated as follows: each Litigating Subdivision and each Non-Litigating Subdivision in the 49 states used to calculate the Participation Tier will be assigned a metric reflecting both population and severity(the"Population-Severity Metric"). The Population- Severity Metric shall be the Subdivision's population plus the Subdivision's population multiplied by the severity factor for the State of the Subdivision(the severity factors for each State are attached as Exhibit X hereto)and then divided in two, thus giving fifty percent(501/o)weight to each of population and population multiplied by the severity factor. The denominator for each Percentage shall be the sum total of the Population-Severity Metric for all the Subdivisions in the relevant category(Litigating Subdivisions or Non-Litigating Primary Subdivisions)in the Settling States,notwithstanding that persons may be included within the population(and therefore the Population-Severity Metric)of more than one Subdivision. The numerator will be the sum total of the Population-Severity Metrics of all Subdivisions in the relevant category of Subdivision(i.e.,Litigating Subdivisions or Non-Litigating Subdivisions that are also Primary Subdivisions)in the Settling States that are either Participating Subdivisions or are subject to a Bar,Case-Specific Resolution,or Settlement Class Resolution,notwithstanding that persons may be included within the population of more than one Subdivision. An H-1 individual Litigating Subdivision shall not be included more than once in the numerator,and shall not be included more than once in the denominator,of the calculation regardless if it(or any of its officials)is named as multiple plaintiffs in the same lawsuit;provided,however,that for the avoidance of doubt,no Litigating Subdivision will be excluded from the numerator or denominator under this sentence unless a Litigating Subdivision otherwise counted in the denominator has the authority to release the Claims(consistent with Section XI)of the Litigating Subdivision to be excluded. For the avoidance of doubt,Subdivisions in Non-Settling States are excluded from both the denominator and numerator of the calculations for the Percentage of Litigating Subdivisions and Percentage of Non-Litigating Primary Subdivisions. 5 During the period when the Participation Tier is redetermined annually, Later Participating Subdivisions described in Section VILE.3 or Section VILE.4 shall not be included as Participating Subdivisions,and for Subdivisions subject to a Bar, Case-Specific Resolution,or Settlement Class Resolution to be included,the Bar,Case-Specific Resolution,or Settlement Class Resolution must have been in effect both as of the relevant Payment Date and for the entire period since the prior Payment Date. H-2 EXHIBIT I Primary Subdivisions" 1. Alabaster city,Alabama * 45. Prattville city,Alabama* 90. Henry County,Alabama 2. Auburn city,Alabama* 46. Russell County,Alabama* 91. Homewood city,Alabama 3. Autauga County,Alabama* 47. Shelby County,Alabama* 92. Hueytown city,Alabama 4. Baldwin County,Alabama* 48. St.Clair County,Alabama* 93. Irondale city,Alabama 5. Birmingham city,Alabama* 49. Talladega County,Alabama* 94. Jacksonville city,Alabama 6. Blount County,Alabama* 50. Tallapoosa County,Alabama* 95. Jasper city,Alabama 7. Calhoun County,Alabama* 51. Tuscaloosa city,Alabama* 96. Lamar County,Alabama 8. Chambers County,Alabama* 52. Tuscaloosa County,Alabama 97. Leeds city,Alabama 9. Chilton County,Alabama* * 98. Macon County,Alabama 10. Coffee County,Alabama* 53. Vestavia Hills city,Alabama* 99. Marengo County,Alabama 11. Colbert County,Alabama* 54. Walker County,Alabama* 100. Marion County,Alabama 12. Covington County,Alabama* 55. Albertville city,Alabama 101. Millbrook city,Alabama 13. Cullman County,Alabama * 56. Alexander City city,Alabama 102. Monroe County,Alabama 14. Dale County,Alabama* 57. Anniston city,Alabama 103. Moody city,Alabama 15. Dallas County,Alabama* 58. Athens city,Alabama 104. Mountain Brook city, 16. Decatur city,Alabama* 59. Barbour County,Alabama Alabama 17. DeKalb County,Alabama* 60. Bessemer city,Alabama 105. Muscle Shoals city,Alabama 18. Dothan city,Alabama* 61. Bibb County,Alabama 106. Northport city,Alabama 19. Elmore County,Alabama* 62. Bullock County,Alabama 107. Oxford city,Alabama 20. Escambia County,Alabama* 63. Butler County,Alabama 108. Ozark city,Alabama 21. Etowah County,Alabama* 64. Calera city,Alabama 109. Pelham city,Alabama 22. Florence city,Alabama* 65. Center Point city,Alabama 110. Pell City city,Alabama 23. Franklin County,Alabama* 66. Chelsea city,Alabama 111. Pickens County,Alabama 24. Gadsden city,Alabama* 67. Cherokee County,Alabama 112. Pike Road town,Alabama 25. Hoover city,Alabama* 68. Choctaw County,Alabama 113. Prichard city,Alabama 26. Houston County,Alabama* 69. Clarke County,Alabama 114. Randolph County,Alabama 27. Huntsville city,Alabama* 70. Clay County,Alabama 115. Saraland city,Alabama 28. Jackson County,Alabama * 71. Cleburne County,Alabama 116. Scottsboro city,Alabama 29. Jefferson County,Alabama* 72. Conecuh County,Alabama 117. Selma city,Alabama 30. Lauderdale County,Alabama 73. Coosa County,Alabama 118. Sumter County,Alabama * 74. Crenshaw County,Alabama 119. Sylacauga city,Alabama 31. Lawrence County,Alabama* 75. Cullman city,Alabama 120. Talladega city,Alabama 32. Lee County,Alabama * 76. Daphne city,Alabama 121. Troy city,Alabama 33. Limestone County,Alabama* 77. Enterprise city,Alabama 122. Trussville city,Alabama 34. Madison city,Alabama* 78. Eufaula city,Alabama 123. Washington County,Alabama 35. Madison County,Alabama* 79. Fairfield city,Alabama 124. Wilcox County,Alabama 36. Marshall County,Alabama* 80. Fairhope city,Alabama 125. Winston County,Alabama 37. Mobile city,Alabama* 81. Fayette County,Alabama 126. Anchorage municipality, 38. Mobile County,Alabama* 82. Foley city,Alabama Alaska* 39. Montgomery city,Alabama* 83. Fort Payne city,Alabama 127. Fairbanks city,Alaska 40. Montgomery County, 84. Gardendale city,Alabama 128. Fairbanks North Star Borough, Alabama* 85. Geneva County,Alabama Alaska* 41. Morgan County,Alabama* 86. Gulf Shores city,Alabama 129. Juneau city and borough, 42. Opelika city,Alabama* 87. Hale County,Alabama Alaska* 43. Phenix City city,Alabama* 88. Hartselle city,Alabama 130. Kenai Peninsula Borough, 44. Pike County,Alabama* 89. Helena city,Alabama Alaska* 16 Entities denoted with an asterisk(*)indicate a population of greater than 30,000 for purposes of the definition of Primary Subdivision as it relates to Incentive Payment C. I-1 131. Matanuska-Susitna Borough, 180. Coolidge city,Arizona 230. Ashley County,Arkansas Alaska* 181. Cottonwood city,Arizona 231. Batesville city,Arkansas 132. Ketchikan Gateway Borough, 182. Douglas city,Arizona 232. Bella Vista city,Arkansas Alaska 183. Eloy city,Arizona 233. Blytheville city,Arkansas 133. Kodiak Island Borough, 184. Florence town,Arizona 234. Bradley County,Arkansas Alaska 185. Fountain Hills town,Arizona 235. Bryant city,Arkansas 134. Wasilla city,Alaska 186. La Paz County,Arizona 236. Cabot city,Arkansas 135. Apache County,Arizona* 187. Nogales city,Arizona 237. Camden city,Arkansas 136. Apache Junction city,Arizona 188. Paradise Valley town,Arizona 238. Carroll County,Arkansas * 189. Payson town,Arizona 239. Centerton city,Arkansas 137. Avondale city,Arizona* 190. Sedona city,Arizona 240. Chicot County,Arkansas 138. Buckeye city,Arizona* 191. Show Low city,Arizona 241. Clark County,Arkansas 139. Bullhead City city,Arizona* 192. Somerton city,Arizona 242. Clay County,Arkansas 140. Casa Grande city,Arizona* 193. Baxter County,Arkansas * 243. Cleburne County,Arkansas 141. Chandler city,Arizona* 194. Benton city,Arkansas* 244. Columbia County,Arkansas 142. Cochise County,Arizona * 195. Benton County,Arkansas * 245. Conway County,Arkansas 143. Coconino County,Arizona* 196. Bentonville city,Arkansas * 246. Cross County,Arkansas 144. El Mirage city,Arizona* 197. Boone County,Arkansas * 247. Desha County,Arkansas 145. Flagstaff city,Arizona* 198. Conway city,Arkansas * 248. Drew County,Arkansas 146. Gila County,Arizona* 199. Craighead County,Arkansas* 249. El Dorado city,Arkansas 147. Gilbert town,Arizona* 200. Crawford County,Arkansas * 250. Forrest City city,Arkansas 148. Glendale city,Arizona* 201. Crittenden County,Arkansas * 251. Franklin County,Arkansas 149. Goodyear city,Arizona* 202. Faulkner County,Arkansas * 252. Fulton County,Arkansas 150. Graham County,Arizona * 203. Fayetteville city,Arkansas* 253. Grant County,Arkansas 151. Kingman city,Arizona* 204. Fort Smith city,Arkansas * 254. Harrison city,Arkansas 152. Lake Havasu City city, 205. Garland County,Arkansas * 255. Helena-West Helena city, Arizona* 206. Greene County,Arkansas * Arkansas 153. Marana town,Arizona* 207. Hot Spring County,Arkansas 256. Hempstead County,Arkansas 154. Maricopa city,Arizona* * 257. Howard County,Arkansas 155. Maricopa County,Arizona* 208. Hot Springs city,Arkansas * 258. Izard County,Arkansas 156. Mesa city,Arizona* 209. Independence County, 259. Jackson County,Arkansas 157. Mohave County,Arizona* Arkansas* 260. Jacksonville city,Arkansas 158. Navajo County,Arizona* 210. Jefferson County,Arkansas * 261. Johnson County,Arkansas 159. Oro Valley town,Arizona * 211. Jonesboro city,Arkansas * 262. Lawrence County,Arkansas 160. Peoria city,Arizona* 212. Little Rock city,Arkansas* 263. Lincoln County,Arkansas 161. Phoenix city,Arizona* 213. Lonoke County,Arkansas* 264. Little River County,Arkansas 162. Pima County,Arizona* 214. Miller County,Arkansas * 265. Logan County,Arkansas 163. Pinal County,Arizona* 215. Mississippi County,Arkansas 266. Madison County,Arkansas 164. Prescott city,Arizona* * 267. Magnolia city,Arkansas 165. Prescott Valley town,Arizona 216. North Little Rock city, 268. Malvern city,Arkansas * Arkansas* 269. Marion city,Arkansas 166. Queen Creek town,Arizona* 217. Pine Bluff city,Arkansas * 270. Marion County,Arkansas 167. Sahuarita town,Arizona* 218. Pope County,Arkansas * 271. Maumelle city,Arkansas 168. San Luis city,Arizona* 219. Pulaski County,Arkansas* 272. Mountain Home city, 169. Santa Cruz County,Arizona* 220. Rogers city,Arkansas * Arkansas 170. Scottsdale city,Arizona* 221. Saline County,Arkansas * 273. Ouachita County,Arkansas 171. Sierra Vista city,Arizona* 222. Sebastian County,Arkansas * 274. Paragould city,Arkansas 172. Surprise city,Arizona * 223. Sherwood city,Arkansas * 275. Perry County,Arkansas 173. Tempe city,Arizona* 224. Springdale city,Arkansas * 276. Phillips County,Arkansas 174. Tucson city,Arizona* 225. Union County,Arkansas * 277. Pike County,Arkansas 175. Yavapai County,Arizona* 226. Washington County,Arkansas 278. Poinsett County,Arkansas 176. Yuma city,Arizona* * 279. Polk County,Arkansas 177. Yuma County,Arizona* 227. White County,Arkansas* 280. Randolph County,Arkansas 178. Camp Verde town,Arizona 228. Arkadelphia city,Arkansas 281. Russellville city,Arkansas 179. Chino Valley town,Arizona 229. Arkansas County,Arkansas 282. Scott County,Arkansas 1-1 283. Searcy city,Arkansas 334. Citrus Heights city,California 383. Hemet city,California* 284. Sevier County,Arkansas * 384. Hesperia city,California 285. Sharp County,Arkansas 335. Claremont city,California* 385. Highland city,California 286. Siloam Springs city,Arkansas 336. Clovis city,California* 386. Hollister city,California 287. St.Francis County,Arkansas 337. Coachella city,California* 387. Humboldt County,California 288. Stone County,Arkansas 338. Colton city,California * 289. Texarkana city,Arkansas 339. Compton city,California* 388. Huntington Beach city, 290. Van Buren city,Arkansas 340. Concord city,California* California* 291. Van Buren County,Arkansas 341. Contra Costa County, 389. Huntington Park city, 292. West Memphis city,Arkansas California* California* 293. Yell County,Arkansas 342. Corona city,California* 390. Imperial County,California 294. Adelanto city,California* 343. Costa Mesa city,California * 391. Indio city,California* 295. Alameda city,California * 344. Covina city,California* 392. Inglewood city,California 296. Alameda County,California* 345. Culver City city,California * 393. Irvine city,California* 297. Alhambra city,California* 346. Cupertino city,California* 394. Jurupa Valley city,California 298. Aliso Viejo city,California* 347. Cypress city,California* 299. Amador County,California * 348. Daly City city,California * 395. Kern County,California 300. Anaheim city,California* 349. Dana Point city,California* 396. Kings County,California* 301. Antioch city,California* 350. Danville town,California* 397. La Habra city,California* 302. Apple Valley town,California 351. Davis city,California* 398. La Mesa city,California* * 352. Delano city,California* 399. La Mirada city,California 303. Arcadia city,California* 353. Diamond Bar city,California* 400. La Puente city,California* 304. Atascadero city,California* 354. Downey city,California* 401. La Quinta city,California* 305. Azusa city,California* 355. Dublin city,California* 402. La Verne city,California* 306. Bakersfield city,California* 356. Eastvale city,California* 403. Laguna Hills city,California 307. Baldwin Park city,California 357. El Cajon city,California* 404. Laguna Niguel city,California * 358. El Centro city,California 308. Banning city,California* 359. El Dorado County,California 405. Lake County,California 309. Beaumont city,California* * 406. Lake Elsinore city,California 310. Bell city,California* 360. El Monte city,California* 311. Bell Gardens city,California* 361. El Paso de Robles(Paso 407. Lake Forest city,California 312. Bellflower city,California* Robles)city,California* 408. Lakewood city,California* 313. Berkeley city,California * 362. Elk Grove city,California* 409. Lancaster city,California* 314. Beverly Hills city,California* 363. Encinitas city,California* 410. Lassen County,California* 315. Brea city,California * 364. Escondido city,California* 411. Lawndale city,California * 316. Brentwood city,California * 365. Fairfield city,California* 412. Lincoln city,California* 317. Buena Park city,California* 366. Folsom city,California * 413. Livermore city,California 318. Burbank city,California* 367. Fontana city,California* 414. Lodi city,California * 319. Burlingame city,California * 368. Foster City city,California* 415. Lompoc city,California 320. Butte County,California * 369. Fountain Valley city, 416. Long Beach city,California 321. Calaveras County,California* California* 417. Los Altos city,California* 322. Calexico city,California* 370. Fremont city,California* 418. Los Angeles city,California 323. Camarillo city,California* 371. Fresno city,California * 419. Los Angeles County, 324. Campbell city,California * 372. Fresno County,California * California* 325. Carlsbad city,California* 373. Fullerton city,California* 420. Los Banos city,California 326. Carson city,California* 374. Garden Grove city,California 421. Los Gatos town,California 327. Cathedral City city,California * 422. Lynwood city,California * 375. Gardena city,California* 423. Madera city,California* 328. Ceres city,California* 376. Gilroy city,California* 424. Madera County,California 329. Cerritos city,California* 377. Glendale city,California* 425. Manhattan Beach city, 330. Chico city,California* 378. Glendora city,California* California* 331. Chino city,California * 379. Goleta city,California* 426. Manteca city,California 332. Chino Hills city,California * 380. Hanford city,California * 427. Marin County,California 333. Chula Vista city,California* 381. Hawthorne city,California * 428. Martinez city,California 382. Hayward city,California 1-2 429. Mendocino County,California 478. Porterville city,California* 516. San Luis Obispo city, * 479. Poway city,California* California* 430. Menifee city,California * 480. Rancho Cordova city, 517. San Luis Obispo County, 431. Menlo Park city,California * California* California* 432. Merced city,California* 481. Rancho Cucamonga city, 518. San Marcos city,California 433. Merced County,California* California* 519. San Mateo city,California* 434. Milpitas city,California* 482. Rancho Palos Verdes city, 520. San Mateo County,California 435. Mission Viejo city,California California* * 483. Rancho Santa Margarita city, 521. San Pablo city,California 436. Modesto city,California* California* 522. San Rafael city,California 437. Monrovia city,California* 484. Redding city,California* 523. San Ramon city,California 438. Montclair city,California * 485. Redlands city,California* 524. Santa Ana city,California* 439. Montebello city,California* 486. Redondo Beach city, 525. Santa Barbara city,California 440. Monterey County,California* California* 441. Monterey Park city,California 487. Redwood City city,California 526. Santa Barbara County, * * California* 442. Moorpark city,California* 488. Rialto city,California * 527. Santa Clara city,California 443. Moreno Valley city,California 489. Richmond city,California * 528. Santa Clara County,California * 490. Riverside city,California 444. Morgan Hill city,California * 491. Riverside County,California * 529. Santa Clarita city,California 445. Mountain View city, 492. Rocklin city,California* 530. Santa Cruz city,California * California* 493. Rohnert Park city,California* 531. Santa Cruz County,California 446. Murrieta city,California* 494. Rosemead city,California * 447. Napa city,California* 495. Roseville city,California* 532. Santa Maria city,California 448. Napa County,California* 496. Sacramento city,California * 533. Santa Monica city,California 449. National City city,California* 497. Sacramento County,California 450. Nevada County,California* * 534. Santa Rosa city,California 451. Newark city,California* 498. Salinas city,California* 535. Santee city,California* 452. Newport Beach city, 499. San Benito County,California 536. Saratoga city,California California* * 537. Seaside city,California* 453. Norwalk city,California* 500. San Bernardino city, 538. Shasta County,California 454. Novato city,California* California* 539. Simi Valley city,California 455. Oakland city,California* 501. San Bernardino County, 540. Siskiyou County,California 456. Oakley city,California* California* 541. Solano County,California* 457. Oceanside city,California * 502. San Bruno city,California* 542. Sonoma County,California 458. Ontario city,California* 503. San Buenaventura(Ventura) 543. South Gate city,California 459. Orange city,California* city,California* 544. South San Francisco city, 460. Orange County,California* 504. San Carlos city,California* California* 461. Oxnard city,California * 505. San Clemente city,California 545. Stanislaus County,California 462. Pacifica city,California 463. Palm Desert city,California* 506. San Diego city,California * 546. Stanton city,California 464. Palm Springs city,California* 507. San Diego County,California 547. Stockton city,California 465. Palmdale city,California* * 548. Sunnyvale city,California 466. Palo Alto city,California* 508. San Dimas city,California* 549. Sutter County,California* 467. Paramount city,California* 509. San Francisco city/San 550. Tehama County,California 468. Pasadena city,California* Francisco County,California* 551. Temecula city,California * 469. Perris city,California* 510. San Gabriel city,California* 552. Temple City city,California 470. Petaluma city,California* 511. San Jacinto city,California* 553. Thousand Oaks city, 471. Pico Rivera city,California * 512. San Joaquin County, California* 472. Pittsburg city,California * California* 554. Torrance city,California 473. Placentia city,California* 513. San Jose city,California* 555. Tracy city,California 474. Placer County,California* 514. San Juan Capistrano city, 556. Tulare city,California 475. Pleasant Hill city,California* California* 557. Tulare County,California 476. Pleasanton city,California* 515. San Leandro city,California* 558. Tuolumne County,California 477. Pomona city,California I-3 559. Turlock city,California* 610. Corcoran city,California 660. Marina city,California 560. Tustin city,California* 611. Coronado city,California 661. Mariposa County,California 561. Union City city,California* 612. Cudahy city,California 662. Marysville city,California 562. Upland city,California* 613. Del Norte County,California 663. Maywood city,California 563. Vacaville city,California* 614. Desert Hot Springs city, 664. McFarland city,California 564. Vallejo city,California* California 665. Mendota city,California 565. Ventura County,California * 615. Dinuba city,California 666. Mill Valley city,California 566. Victorville city,California* 616. Dixon city,California 667. Millbrae city,California 567. Visalia city,California* 617. Duarte city,California 668. Mono County,California 568. Vista city,California* 618. East Palo Alto city,California 669. Monterey city,California 569. Walnut Creek city,California 619. El Cerrito city,California 670. Moraga town,California * 620. El Segundo city,California 671. Morro Bay city,California 570. Watsonville city,California* 621. Emeryville city,California 672. Newman city,California 571. West Covina city,California* 622. Eureka city,California 673. Norco city,California 572. West Hollywood city, 623. Exeter city,California 674. Oakdale city,California California* 624. Farmersville city,California 675. Orange Cove city,California 573. West Sacramento city, 625. Fillmore city,California 676. Orinda city,California California* 626. Fortuna city,California 677. Oroville city,California 574. Westminster city,California* 627. Galt city,California 678. Pacific Grove city,California 575. Whittier city,California* 628. Glenn County,California 679. Palos Verdes Estates city, 576. Wildomar city,California* 629. Grand Terrace city,California California 577. Woodland city,California* 630. Grass Valley city,California 680. Parlier city,California 578. Yolo County,California* 631. Greenfield city,California 681. Patterson city,California 579. Yorba Linda city,California* 632. Grover Beach city,California 682. Piedmont city,California 580. Yuba City city,California* 633. Half Moon Bay city, 683. Pinole city,California 581. Yuba County,California * California 684. Placerville city,California 582. Yucaipa city,California* 634. Hawaiian Gardens city, 685. Plumas County,California 583. Agoura Hills city,California California 686. Port Hueneme city,California 584. Albany city,California 635. Healdsburg city,California 687. Rancho Mirage city, 585. American Canyon city, 636. Hercules city,California California California 637. Hermosa Beach city, 688. Red Bluff city,California 586. Anderson city,California California 689. Reedley city,California 587. Arcata city,California 638. Hillsborough town,California 690. Ridgecrest city,California 588. Arroyo Grande city,California 639. Imperial Beach city,California 691. Ripon city,California 589. Artesia city,California 640. Imperial city,California 692. Riverbank city,California 590. Arvin city,California 641. Inyo County,California 693. San Anselmo town,California 591. Atwater city,California 642. Kerman city,California 694. San Fernando city,California 592. Auburn city,California 643. King City city,California 695. San Marino city,California 593. Avenal city,California 644. Kingsburg city,California 696. Sanger city,California 594. Barstow city,California 645. La Canada Flintridge city, 697. Santa Fe Springs city, 595. Belmont city,California California California 596. Benicia city,California 646. La Palma city,California 698. Santa Paula city,California 597. Blythe city,California 647. Lafayette city,California 699. Scotts Valley city,California 598. Brawley city,California 648. Laguna Beach city,California 700. Seal Beach city,California 599. Calabasas city,California 649. Laguna Woods city,California 701. Selma city,California 600. California City city,California 650. Larkspur city,California 702. Shafter city,California 601. Canyon Lake city,California 651. Lathrop city,California 703. Shasta Lake city,California 602. Capitola city,California 652. Lemon Grove city,California 704. Sierra Madre city,California 603. Carpinteria city,California 653. Lemoore city,California 705. Signal Hill city,California 604. Chowchilla city,California 654. Lindsay city,California 706. Solana Beach city,California 605. Clayton city,California 655. Livingston city,California 707. Soledad city,California 606. Clearlake city,California 656. Loma Linda city,California 708. Sonoma city,California 607. Coalinga city,California 657. Lomita city,California 709. South El Monte city, 608. Colusa County,California 658. Los Alamitos city,California California 609. Commerce city,California 659. Malibu city,California I-4 710. South Lake Tahoe city, 757. Northglenn city,Colorado* 808. Danbury city/Danbury town, California 758. Parker town,Colorado * Connecticut* 711. South Pasadena city, 759. Pueblo city,Colorado * 809. East Hartford town, California 760. Pueblo County,Colorado * Connecticut* 712. Suisun City city,California 761. Summit County,Colorado* 810. Enfield town,Connecticut 713. Susanville city,California 762. Thornton city,Colorado * 811. Fairfield town,Connecticut 714. Tehachapi city,California 763. Weld County,Colorado* 812. Glastonbury town, 715. Trinity County,California 764. Westminster city,Colorado * Connecticut* 716. Truckee town,California 765. Wheat Ridge city,Colorado* 813. Greenwich town,Connecticut 717. Twentynine Palms city, 766. Windsor town,Colorado * California 767. Alamosa County,Colorado 814. Groton town,Connecticut 718. Ukiah city,California 768. Archuleta County,Colorado 815. Hamden town,Connecticut 719. Walnut city,California 769. Canon City city,Colorado 816. Hartford city/Hartford town, 720. Wasco city,California 770. Castle Pines city,Colorado Connecticut* 721. Windsor town,California 771. Chaffee County,Colorado 817. Manchester town,Connecticut 722. Yucca Valley town,California 772. Durango city,Colorado 723. Adams County,Colorado* 773. Elbert County,Colorado 818. Meriden city/Meriden town, 724. Arapahoe County,Colorado * 774. Erie town,Colorado Connecticut 725. Arvada city,Colorado* 775. Evans city,Colorado 819. Middletown city/Middletown 726. Aurora city,Colorado * 776. Federal Heights city,Colorado town,Connecticut* 727. Boulder city,Colorado* 777. Firestone town,Colorado 820. Milford city,Connecticut 728. Boulder County,Colorado* 778. Fort Morgan city,Colorado 821. Milford town,Connecticut 729. Brighton city,Colorado* 779. Frederick town,Colorado 822. Naugatuck borough/ 730. Broomfield city/Broomfield 780. Fruita city,Colorado Naugatuck town,Connecticut County,Colorado* 781. Golden city,Colorado 731. Castle Rock town,Colorado * 782. Grand County,Colorado 823. New Britain town/New 732. Centennial city,Colorado* 783. Greenwood Village city, Britain city,Connecticut 733. Colorado Springs city, Colorado 824. New Haven town/New Colorado* 784. Gunnison County,Colorado Haven city,Connecticut 734. Commerce City city,Colorado 785. Johnstown town,Colorado 825. Newington town,Connecticut * 786. Las Animas County,Colorado 735. Delta County,Colorado* 787. Logan County,Colorado 826. Norwalk city/Norwalk town, 736. Denver city/Denver County, 788. Lone Tree city,Colorado Connecticut* Colorado* 789. Louisville city,Colorado 827. Norwich city/Norwich town, 737. Douglas County,Colorado * 790. Moffat County,Colorado Connecticut* 738. Eagle County,Colorado * 791. Montezuma County,Colorado 828. Shelton city/Shelton town, 739. El Paso County,Colorado * 792. Montrose city,Colorado Connecticut 740. Englewood city,Colorado* 793. Morgan County,Colorado 829. Southington town,Connecticut 741. Fort Collins city,Colorado * 794. Otero County,Colorado 742. Fountain city,Colorado* 795. Park County,Colorado 830. Stamford city/Stamford town, 743. Fremont County,Colorado * 796. Pitkin County,Colorado Connecticut* 744. Garfield County,Colorado * 797. Prowers County,Colorado 831. Stratford town,Connecticut 745. Grand Junction city,Colorado 798. Rio Grande County,Colorado 832. Torrington city/Torrington * 799. Routt County,Colorado town,Connecticut* 746. Greeley city,Colorado* 800. Steamboat Springs city, 833. Trumbull town,Connecticut 747. Jefferson County,Colorado* Colorado 834. Wallingford town,Connecticut 748. La Plata County,Colorado * 801. Sterling city,Colorado 749. Lafayette city,Colorado* 802. Superior town,Colorado 835. Waterbury city/Waterbury 750. Lakewood city,Colorado * 803. Teller County,Colorado town,Connecticut* 751. Larimer County,Colorado* 804. Wellington town,Colorado 836. West Hartford town, 752. Littleton city,Colorado* 805. Yuma County,Colorado Connecticut* 753. Longmont city,Colorado* 806. Bridgeport town/Bridgeport 837. West Haven city/West Haven 754. Loveland city,Colorado* city,Connecticut* town,Connecticut* 755. Mesa County,Colorado* 807. Bristol city/Bristol town, 838. Ansonia town/Ansonia city, 756. Montrose County,Colorado * Connecticut* Connecticut 1-5 839. Avon town,Connecticut 884. Simsbury town,Connecticut 934. Coral Gables city,Florida 840. Berlin town,Connecticut 885. Somers town,Connecticut 935. Coral Springs city,Florida 841. Bethel town,Connecticut 886. South Windsor town, 936. Cutler Bay town,Florida 842. Bloomfield town,Connecticut Connecticut 937. Dania Beach city,Florida 843. Branford town,Connecticut 887. Southbury town,Connecticut 938. Davie town,Florida* 844. Brookfield town,Connecticut 888. Stafford town,Connecticut 939. Daytona Beach city,Florida 845. Canton town,Connecticut 889. Stonington town,Connecticut 940. Deerfield Beach city,Florida 846. Cheshire town,Connecticut 890. Suffield town,Connecticut 941. DeLand city,Florida* 847. Clinton town,Connecticut 891. Tolland town,Connecticut 942. Delray Beach city,Florida 848. Colchester town,Connecticut 892. Vernon town,Connecticut 943. Deltona city,Florida* 849. Coventry town,Connecticut 893. Waterford town,Connecticut 944. DeSoto County,Florida 850. Cromwell town,Connecticut 894. Watertown town,Connecticut 945. Doral city,Florida* 851. Darien town,Connecticut 895. Weston town,Connecticut 946. Dunedin city,Florida 852. Derby city/Derby town, 896. Westport town,Connecticut 947. Duval County/Jacksonville Connecticut 897. Wethersfield town, city,Florida* 853. East Hampton town, Connecticut 948. Escambia County,Florida Connecticut 898. Wilton town,Connecticut 949. Estero village,Florida* 854. East Haven town,Connecticut 899. Winchester town,Connecticut 950. Flagler County,Florida 855. East Lyme town,Connecticut 900. Windham town,Connecticut 951. Fort Lauderdale city,Florida 856. East Windsor town, 901. Windsor Locks town, 952. Fort Myers city,Florida* Connecticut Connecticut 953. Fort Pierce city,Florida * 857. Ellington town,Connecticut 902. Windsor town,Connecticut 954. Gadsden County,Florida 858. Farmington town,Connecticut 903. Wolcott town,Connecticut 955. Gainesville city,Florida* 859. Granby town,Connecticut 904. Dover city,Delaware * 956. Greenacres city,Florida* 860. Griswold town,Connecticut 905. Kent County,Delaware * 957. Hallandale Beach city,Florida 861. Guilford town,Connecticut 906. New Castle County,Delaware 862. Killingly town,Connecticut * 958. Hendry County,Florida 863. Ledyard town,Connecticut 907. Newark city,Delaware * 959. Hernando County,Florida 864. Madison town,Connecticut 908. Sussex County,Delaware * 960. Hialeah city,Florida* 865. Mansfield town,Connecticut 909. Wilmington city,Delaware * 961. Highlands County,Florida 866. Monroe town,Connecticut 910. Middletown town,Delaware 962. Hillsborough County,Florida 867. Montville town,Connecticut 911. Milford city,Delaware 868. New Canaan town, 912. Smyrna town,Delaware 963. Hollywood city,Florida* Connecticut 913. Alachua County,Florida* 964. Homestead city,Florida* 869. New Fairfield town, 914. Altamonte Springs city, 965. Indian River County,Florida Connecticut Florida* 966. Jackson County,Florida* 870. New London city/New 915. Apopka city,Florida* 967. Jupiter town,Florida* London town,Connecticut 916. Aventura city,Florida* 968. Kissimmee city,Florida* 871. New Milford town, 917. Bay County,Florida * 969. Lake County,Florida* Connecticut 918. Boca Raton city,Florida* 970. Lake Worth city,Florida 872. Newtown town,Connecticut 919. Bonita Springs city,Florida* 971. Lakeland city,Florida 873. North Branford town, 920. Boynton Beach city,Florida* 972. Largo city,Florida* Connecticut 921. Bradenton city,Florida* 973. Lauderdale Lakes city,Florida 874. North Haven town, 922. Brevard County,Florida* Connecticut 923. Broward County,Florida * 974. Lauderhill city,Florida 875. Old Saybrook town, 924. Cape Coral city,Florida* 975. Lee County,Florida* Connecticut 925. Charlotte County,Florida* 976. Leon County,Florida* 876. Orange town,Connecticut 926. Citrus County,Florida* 977. Levy County,Florida* 877. Oxford town,Connecticut 927. Clay County,Florida * 978. Manatee County,Florida 878. Plainfield town,Connecticut 928. Clearwater city,Florida* 979. Margate city,Florida* 879. Plainville town,Connecticut 929. Clermont city,Florida* 980. Marion County,Florida 880. Plymouth town,Connecticut 930. Coconut Creek city,Florida* 981. Martin County,Florida 881. Ridgefield town,Connecticut 931. Collier County,Florida* 982. Melbourne city,Florida 882. Rocky Hill town,Connecticut 932. Columbia County,Florida* 983. Miami Beach city,Florida 883. Seymour town,Connecticut 933. Cooper City city,Florida* 984. Miami city,Florida 1-6 985. Miami Gardens city,Florida* 1036. Suwannee County,Florida* 1088. Key Biscayne village,Florida 986. Miami Lakes town,Florida* 1037. Tallahassee city,Florida* 1089. Key West city,Florida 987. Miami-Dade County,Florida* 1038. Tamarac city,Florida* 1090. Lady Lake town,Florida 988. Miramar city,Florida* 1039. Tampa city,Florida * 1091. Lake City city,Florida 989. Monroe County,Florida* 1040. Titusville city,Florida* 1092. Lake Mary city,Florida 990. Nassau County,Florida* 1041. Volusia County,Florida* 1093. Lake Wales city,Florida 991. North Lauderdale city,Florida 1042. Wakulla County,Florida* 1094. Lantana town,Florida * 1043. Walton County,Florida* 1095. Leesburg city,Florida 992. North Miami Beach city, 1044. Wellington village,Florida* 1096. Lighthouse Point city,Florida Florida* 1045. West Palm Beach city,Florida 1097. Longwood city,Florida 993. North Miami city,Florida* * 1098. Lynn Haven city,Florida 994. North Port city,Florida* 1046. Weston city,Florida * 1099. Madison County,Florida 995. Oakland Park city,Florida* 1047. Winter Garden city,Florida* 1100. Maitland city,Florida 996. Ocala city,Florida* 1048. Winter Haven city,Florida* 1101. Marco Island city,Florida 997. Ocoee city,Florida* 1049. Winter Park city,Florida* 1102. Miami Shores village,Florida 998. Okaloosa County,Florida* 1050. Winter Springs city,Florida* 1103. Miami Springs city,Florida 999. Okeechobee County,Florida* 1051. Atlantic Beach city,Florida 1104. Milton city,Florida 1000. Orange County,Florida* 1052. Auburndale city,Florida 1105. Minneola city,Florida 1001. Orlando city,Florida* 1053. Avon Park city,Florida 1106. Mount Dora city,Florida 1002. Ormond Beach city,Florida* 1054. Baker County,Florida 1107. Naples city,Florida 1003. Osceola County,Florida* 1055. Bartow city,Florida 1108. New Port Richey city,Florida 1004. Oviedo city,Florida* 1056. Belle Glade city,Florida 1109. New Smyrna Beach city, 1005. Palm Bay city,Florida * 1057. Bradford County,Florida Florida 1006. Palm Beach County,Florida* 1058. Calhoun County,Florida 1110. Niceville city,Florida 1007. Palm Beach Gardens city, 1059. Callaway city,Florida 1111. North Palm Beach village, Florida* 1060. Cape Canaveral city,Florida Florida 1008. Palm Coast city,Florida* 1061. Casselberry city,Florida 1112. Oldsmar city,Florida 1009. Panama City city,Florida* 1062. Cocoa Beach city,Florida 1113. Opa-locka city,Florida 1010. Parkland city,Florida* 1063. Cocoa city,Florida 1114. Orange City city,Florida 1011. Pasco County,Florida* 1064. Crestview city,Florida 1115. Palatka city,Florida 1012. Pembroke Pines city,Florida* 1065. DeBary city,Florida 1116. Palm Springs village,Florida 1013. Pensacola city,Florida* 1066. Destin city,Florida 1117. Palmetto Bay village,Florida 1014. Pinellas County,Florida* 1067. Dixie County,Florida 1118. Palmetto city,Florida 1015. Pinellas Park city,Florida * 1068. Edgewater city,Florida 1119. Panama City Beach city, 1016. Plant City city,Florida* 1069. Eustis city,Florida Florida 1017. Plantation city,Florida* 1070. Fernandina Beach city,Florida 1120. Pinecrest village,Florida 1018. Polk County,Florida* 1071. Florida City city,Florida 1121. Punta Gorda city,Florida 1019. Pompano Beach city,Florida* 1072. Fort Walton Beach city, 1122. Rockledge city,Florida 1020. Port Orange city,Florida* Florida 1123. Safety Harbor city,Florida 1021. Port St.Lucie city,Florida * 1073. Franklin County,Florida 1124. Satellite Beach city,Florida 1022. Putnam County,Florida* 1074. Fruitland Park city,Florida 1125. Sebastian city,Florida 1023. Riviera Beach city,Florida* 1075. Gilchrist County,Florida 1126. Sebring city,Florida 1024. Royal Palm Beach village, 1076. Glades County,Florida 1127. Seminole city,Florida Florida* 1077. Groveland city,Florida 1128. South Daytona city,Florida 1025. Sanford city,Florida* 1078. Gulf County,Florida 1129. South Miami city,Florida 1026. Santa Rosa County,Florida* 1079. Gulfport city,Florida 1130. St.Augustine city,Florida 1027. Sarasota city,Florida* 1080. Haines City city,Florida 1131. Stuart city,Florida 1028. Sarasota County,Florida* 1081. Hamilton County,Florida 1132. Sunny Isles Beach city, 1029. Seminole County,Florida * 1082. Hardee County,Florida Florida 1030. St.Cloud city,Florida* 1083. Hialeah Gardens city,Florida 1133. Sweetwater city,Florida 1031. St.Johns County,Florida* 1084. Holly Hill city,Florida 1134. Tarpon Springs city,Florida 1032. St.Lucie County,Florida* 1085. Holmes County,Florida 1135. Tavares city,Florida 1033. St.Petersburg city,Florida* 1086. Jacksonville Beach city, 1136. Taylor County,Florida 1034. Sumter County,Florida* Florida 1137. Temple Terrace city,Florida 1035. Sunrise city,Florida* 1087. Jefferson County,Florida 1138. Union County,Florida 1-7 1139. Venice city,Florida 1191. Henry County,Georgia* 1244. Berrien County,Georgia 1140. Vero Beach city,Florida 1192. Hinesville city,Georgia* 1245. Bleckley County,Georgia 1141. Washington County,Florida 1193. Houston County,Georgia* 1246. Brantley County,Georgia 1142. West Melbourne city,Florida 1194. Jackson County,Georgia* 1247. Braselton town,Georgia 1143. West Park city,Florida 1195. Johns Creek city,Georgia* 1248. Brooks County,Georgia 1144. Wilton Manors city,Florida 1196. Kennesaw city,Georgia* 1249. Brunswick city,Georgia 1145. Zephyrhills city,Florida 1197. LaGrange city,Georgia* 1250. Buford city,Georgia 1146. Albany city,Georgia* 1198. Laurens County,Georgia * 1251. Burke County,Georgia 1147. Alpharetta city,Georgia* 1199. Lawrenceville city,Georgia* 1252. Butts County,Georgia 1148. Athens-Clarke County unified 1200. Liberty County,Georgia* 1253. Calhoun city,Georgia government,Georgia* 1201. Lowndes County,Georgia* 1254. Candler County,Georgia 1149. Atlanta city,Georgia* 1202. Lumpkin County,Georgia* 1255. Carrollton city,Georgia 1150. Augusta-Richmond County 1203. Macon-Bibb County,Georgia 1256. Cartersville city,Georgia consolidated government, * 1257. Charlton County,Georgia Georgia* 1204. Marietta city,Georgia* 1258. Chattooga County,Georgia 1151. Baldwin County,Georgia* 1205. Milton city,Georgia* 1259. Clarkston city,Georgia 1152. Barrow County,Georgia* 1206. Murray County,Georgia * 1260. College Park city,Georgia 1153. Bartow County,Georgia* 1207. Newnan city,Georgia * 1261. Conyers city,Georgia 1154. Brookhaven city,Georgia* 1208. Newton County,Georgia* 1262. Cook County,Georgia 1155. Bryan County,Georgia* 1209. Oconee County,Georgia* 1263. Cordele city,Georgia 1156. Bulloch County,Georgia* 1210. Paulding County,Georgia* 1264. Covington city,Georgia 1157. Camden County,Georgia* 1211. Peachtree City city,Georgia* 1265. Crawford County,Georgia 1158. Canton city,Georgia* 1212. Peachtree Corners city, 1266. Crisp County,Georgia 1159. Carroll County,Georgia* Georgia* 1267. Cusseta-Chattahoochee 1160. Catoosa County,Georgia * 1213. Pickens County,Georgia* County unified government, 1161. Chamblee city,Georgia* 1214. Polk County,Georgia* Georgia 1162. Chatham County,Georgia* 1215. Rockdale County,Georgia* 1268. Dade County,Georgia 1163. Cherokee County,Georgia* 1216. Rome city,Georgia* 1269. Dallas city,Georgia 1164. Clayton County,Georgia* 1217. Roswell city,Georgia* 1270. Dawson County,Georgia 1165. Cobb County,Georgia* 1218. Sandy Springs city,Georgia* 1271. Decatur city,Georgia 1166. Coffee County,Georgia* 1219. Savannah city,Georgia * 1272. Decatur County,Georgia 1167. Colquitt County,Georgia* 1220. Smyrna city,Georgia* 1273. Dodge County,Georgia 1168. Columbia County,Georgia* 1221. South Fulton city,Georgia* 1274. Dooly County,Georgia 1169. Columbus city,Georgia* 1222. Spalding County,Georgia* 1275. Doraville city,Georgia 1170. Coweta County,Georgia* 1223. Statesboro city,Georgia* 1276. Douglas city,Georgia 1171. Dalton city,Georgia* 1224. Stonecrest city,Georgia* 1277. Dublin city,Georgia 1172. DeKalb County,Georgia* 1225. Thomas County,Georgia * 1278. Duluth city,Georgia 1173. Dougherty County,Georgia* 1226. Tift County,Georgia* 1279. Early County,Georgia 1174. Douglas County,Georgia* 1227. Troup County,Georgia * 1280. Elbert County,Georgia 1175. Douglasville city,Georgia* 1228. Tucker city,Georgia* 1281. Emanuel County,Georgia 1176. Dunwoody city,Georgia* 1229. Valdosta city,Georgia* 1282. Evans County,Georgia 1177. East Point city,Georgia* 1230. Walker County,Georgia* 1283. Fairburn city,Georgia 1178. Effingham County,Georgia* 1231. Walton County,Georgia* 1284. Fannin County,Georgia 1179. Fayette County,Georgia* 1232. Ware County,Georgia* 1285. Fayetteville city,Georgia 1180. Floyd County,Georgia* 1233. Warner Robins city,Georgia * 1286. Forest Park city,Georgia 1181. Forsyth County,Georgia* 1234. White County,Georgia* 1287. Franklin County,Georgia 1182. Fulton County,Georgia* 1235. Whitfield County,Georgia* 1288. Grady County,Georgia 1183. Gainesville city,Georgia* 1236. Woodstock city,Georgia* 1289. Greene County,Georgia 1184. Gilmer County,Georgia* 1237. Acworth city,Georgia 1290. Griffin city,Georgia 1185. Glynn County,Georgia* 1238. Americus city,Georgia 1291. Grovetown city,Georgia 1186. Gordon County,Georgia* 1239. Appling County,Georgia 1292. Haralson County,Georgia 1187. Gwinnett County,Georgia* 1240. Bacon County,Georgia 1293. Hart County,Georgia 1188. Habersham County,Georgia* 1241. Bainbridge city,Georgia 1294. Heard County,Georgia 1189. Hall County,Georgia* 1242. Banks County,Georgia 1295. Holly Springs city,Georgia 1190. Harris County,Georgia* 1243. Ben Hill County,Georgia 1296. Jasper County,Georgia 1-8 1297. Jeff Davis County,Georgia 1352. Villa Rica city,Georgia 1407. Payette County,Idaho 1298. Jefferson city,Georgia 1353. Washington County,Georgia 1408. Rexburg city,Idaho 1299. Jefferson County,Georgia 1354. Waycross city,Georgia 1409. Shoshone County,Idaho 1300. Jones County,Georgia 1355. Wayne County,Georgia 1410. Star city,Idaho 1301. Kingsland city,Georgia 1356. Winder city,Georgia 1411. Teton County,Idaho 1302. Lamar County,Georgia 1357. Worth County,Georgia 1412. Valley County,Idaho 1303. Lanier County,Georgia 1358. Hawaii County,Hawaii* 1413. Washington County,Idaho 1304. Lee County,Georgia 1359. Honolulu County,Hawaii* 1414. Adams County,Illinois * 1305. Lilburn city,Georgia 1360. Kauai County,Hawaii* 1415. Addison township,Illinois 1306. Loganville city,Georgia 1361. Maui County,Hawaii* 1416. Addison village,Illinois * 1307. Long County,Georgia 1362. Ada County,Idaho * 1417. Algonquin township,Illinois 1308. Macon County,Georgia 1363. Bannock County,Idaho* 1418. Algonquin village,Illinois 1309. Madison County,Georgia 1364. Bingham County,Idaho * 1419. Arlington Heights village, 1310. McDonough city,Georgia 1365. Boise City city,Idaho * Illinois* 1311. McDuffie County,Georgia 1366. Bonner County,Idaho* 1420. Aurora city,Illinois 1312. McIntosh County,Georgia 1367. Bonneville County,Idaho* 1421. Aurora township,Illinois 1313. Meriwether County,Georgia 1368. Caldwell city,Idaho* 1422. Avon township,Illinois 1314. Milledgeville city,Georgia 1369. Canyon County,Idaho * 1423. Bartlett village,Illinois 1315. Mitchell County,Georgia 1370. Coeur d'Alene city,Idaho* 1424. Batavia township,Illinois 1316. Monroe city,Georgia 1371. Idaho Falls city,Idaho * 1425. Belleville city,Illinois 1317. Monroe County,Georgia 1372. Kootenai County,Idaho* 1426. Berwyn city,Illinois * 1318. Morgan County,Georgia 1373. Latah County,Idaho * 1427. Berwyn township,Illinois 1319. Moultrie city,Georgia 1374. Lewiston city,Idaho * 1428. Bloom township,Illinois 1320. Norcross city,Georgia 1375. Madison County,Idaho* 1429. Bloomingdale township, 1321. Oglethorpe County,Georgia 1376. Meridian city,Idaho* Illinois* 1322. Peach County,Georgia 1377. Nampa city,Idaho* 1430. Bloomington city,Illinois 1323. Perry city,Georgia 1378. Nez Perce County,Idaho* 1431. Bloomington City township, 1324. Pierce County,Georgia 1379. Pocatello city,Idaho * Illinois* 1325. Pike County,Georgia 1380. Post Falls city,Idaho* 1432. Bolingbrook village,Illinois 1326. Pooler city,Georgia 1381. Twin Falls city,Idaho* 1433. Boone County,Illinois * 1327. Powder Springs city,Georgia 1382. Twin Falls County,Idaho* 1434. Bourbonnais township,Illinois 1328. Pulaski County,Georgia 1383. Ammon city,Idaho 1329. Putnam County,Georgia 1384. Blackfoot city,Idaho 1435. Bremen township,Illinois 1330. Rabun County,Georgia 1385. Blaine County,Idaho 1436. Bristol township,Illinois * 1331. Richmond Hill city,Georgia 1386. Boundary County,Idaho 1437. Buffalo Grove village,Illinois 1332. Rincon city,Georgia 1387. Burley city,Idaho 1333. Riverdale city,Georgia 1388. Cassia County,Idaho 1438. Bureau County,Illinois 1334. Screven County,Georgia 1389. Chubbuck city,Idaho 1439. Calumet City city,Illinois 1335. Snellville city,Georgia 1390. Eagle city,Idaho 1440. Capital township,Illinois 1336. St.Marys city,Georgia 1391. Elmore County,Idaho 1441. Carol Stream village,Illinois 1337. Stephens County,Georgia 1392. Franklin County,Idaho 1442. Carpentersville village,Illinois 1338. Stockbridge city,Georgia 1393. Fremont County,Idaho 1339. Sugar Hill city,Georgia 1394. Garden City city,Idaho 1443. Caseyville township,Illinois 1340. Sumter County,Georgia 1395. Gem County,Idaho 1444. Champaign city,Illinois * 1341. Suwanee city,Georgia 1396. Gooding County,Idaho 1445. Champaign City township, 1342. Tattnall County,Georgia 1397. Hayden city,Idaho Illinois* 1343. Telfair County,Georgia 1398. Idaho County,Idaho 1446. Champaign County,Illinois 1344. Thomasville city,Georgia 1399. Jefferson County,Idaho 1447. Chicago city,Illinois * 1345. Tifton city,Georgia 1400. Jerome city,Idaho 1448. Christian County,Illinois 1346. Toombs County,Georgia 1401. Jerome County,Idaho 1449. Cicero town/Cicero 1347. Towns County,Georgia 1402. Kuna city,Idaho township,Illinois* 1348. Union City city,Georgia 1403. Minidoka County,Idaho 1450. Clinton County,Illinois 1349. Union County,Georgia 1404. Moscow city,Idaho 1451. Coles County,Illinois * 1350. Upson County,Georgia 1405. Mountain Home city,Idaho 1452. Collinsville township,Illinois 1351. Vidalia city,Georgia 1406. Owyhee County,Idaho I-9 1453. Cook County,Illinois* 1499. Kankakee County,Illinois * 1551. Peoria city,Illinois* 1454. Crystal Lake city,Illinois * 1500. Kendall County,Illinois * 1552. Peoria City township,Illinois 1455. Cunningham township,Illinois 1501. Knox County,Illinois * * 1502. Lake County,Illinois * 1553. Peoria County,Illinois 1456. Danville city,Illinois * 1503. Lake Villa township,Illinois* 1554. Plainfield township,Illinois 1457. Decatur city,Illinois * 1504. LaSalle County,Illinois * 1555. Plainfield village,Illinois * 1458. Decatur township,Illinois * 1505. Lee County,Illinois * 1556. Proviso township,Illinois * 1459. DeKalb city,Illinois* 1506. Leyden township,Illinois * 1557. Quincy city,Illinois * 1460. DeKalb County,Illinois * 1507. Libertyville township,Illinois 1558. Quincy township,Illinois * 1461. DeKalb township,Illinois * * 1559. Randolph County,Illinois 1462. Des Plaines city,Illinois * 1508. Lisle township,Illinois * 1560. Rich township,Illinois * 1463. Downers Grove township, 1509. Livingston County,Illinois * 1561. Rock Island city,Illinois Illinois* 1510. Lockport township,Illinois * 1562. Rock Island County,Illinois 1464. Downers Grove village, 1511. Lombard village,Illinois * 1563. Rockford city,Illinois * Illinois* 1512. Lyons township,Illinois* 1564. Rockford township,Illinois 1465. Du Page township,Illinois * 1513. Macon County,Illinois * 1565. Romeoville village,Illinois 1466. Dundee township,Illinois * 1514. Macoupin County,Illinois * 1566. Sangamon County,Illinois 1467. DuPage County,Illinois * 1515. Madison County,Illinois * 1567. Schaumburg township,Illinois 1468. Edwardsville township, 1516. Maine township,Illinois * Illinois* 1517. Marion County,Illinois * 1568. Schaumburg village,Illinois 1469. Effingham County,Illinois * 1518. McHenry County,Illinois * 1569. Shields township,Illinois 1470. Ela township,Illinois * 1519. McHenry township,Illinois * 1570. Skokie village,Illinois * 1471. Elgin city,Illinois * 1520. McLean County,Illinois * 1571. South Moline township, 1472. Elgin township,Illinois * 1521. Milton township,Illinois * Illinois* 1473. Elk Grove township,Illinois * 1522. Moline city,Illinois * 1572. Springfield city,Illinois 1474. Elk Grove Village village, 1523. Monroe County,Illinois * 1573. St.Charles city,Illinois Illinois* 1524. Moraine township,Illinois* 1574. St.Charles township,Illinois 1475. Elmhurst city,Illinois* 1525. Morgan County,Illinois * 1575. St.Clair County,Illinois * 1476. Evanston city,Illinois* 1526. Mount Prospect village, 1576. St.Clair township,Illinois 1477. Frankfort township,Illinois * Illinois* 1577. Stephenson County,Illinois 1478. Franklin County,Illinois * 1527. Mundelein village,Illinois * 1578. Stickney township,Illinois 1479. Fremont township,Illinois * 1528. Naperville city,Illinois * 1579. Streamwood village,Illinois 1480. Fulton County,Illinois * 1529. Naperville township,Illinois * 1580. Tazewell County,Illinois * 1481. Galesburg city,Illinois * 1530. New Lenox township,Illinois 1581. Thornton township,Illinois 1482. Galesburg City township, * 1582. Tinley Park village,Illinois Illinois* 1531. New Trier township,Illinois * 1583. Troy township,Illinois 1483. Glendale Heights village, 1532. Niles township,Illinois * 1584. Urbana city,Illinois * Illinois* 1533. Normal town,Illinois * 1585. Vermilion County,Illinois 1484. Glenview village,Illinois * 1534. Normal township,Illinois * 1586. Vernon township,Illinois * 1485. Grafton township,Illinois* 1535. Northbrook village,Illinois* 1587. Warren township,Illinois * 1486. Grundy County,Illinois * 1536. Northfield township,Illinois * 1588. Waukegan city,Illinois * 1487. Gurnee village,Illinois* 1537. Nunda township,Illinois * 1589. Waukegan township,Illinois 1488. Hanover Park village,Illinois 1538. Oak Lawn village,Illinois * 1590. Wayne township,Illinois * 1539. Oak Park township,Illinois* 1591. West Deerfield township, 1489. Hanover township,Illinois * 1540. Oak Park village,Illinois * Illinois* 1490. Harlem township,Illinois * 1541. Ogle County,Illinois* 1592. Wheatland township,Illinois 1491. Henry County,Illinois * 1542. Orland Park village,Illinois * 1593. Wheaton city,Illinois * 1492. Hoffman Estates village, 1543. Orland township,Illinois * 1594. Wheeling township,Illinois * Illinois* 1544. Oswego township,Illinois * 1595. Wheeling village,Illinois 1493. Homer township,Illinois * 1545. Oswego village,Illinois * 1596. Whiteside County,Illinois 1494. Jackson County,Illinois * 1546. Palatine township,Illinois * 1597. Will County,Illinois * 1495. Jefferson County,Illinois * 1547. Palatine village,Illinois* 1598. Williamson County,Illinois * 1496. Joliet city,Illinois * 1548. Palos township,Illinois* 1599. Winfield township,Illinois 1497. Joliet township,Illinois * 1549. Park Ridge city,Illinois * 1600. Winnebago County,Illinois 1498. Kane County,Illinois * 1550. Pekin city,Illinois 1-10 1601. Wood River township,Illinois 1654. Chicago Ridge village,Illinois 1706. Grant township,Illinois * 1655. Clark County,Illinois 1707. Grayslake village,Illinois 1602. Woodford County,Illinois * 1656. Clay County,Illinois 1708. Greene County,Illinois 1603. Woodridge village,Illinois * 1657. Collinsville city,Illinois 1709. Greenwood township,Illinois 1604. Worth township,Illinois* 1658. Coloma township,Illinois 1710. Groveland township,Illinois 1605. York township,Illinois * 1659. Columbia city,Illinois 1711. Hampton township,Illinois 1606. Alsip village,Illinois 1660. Cortland township,Illinois 1712. Hancock County,Illinois 1607. Alton city,Illinois 1661. Country Club Hills city, 1713. Harrisburg township,Illinois 1608. Alton township,Illinois Illinois 1714. Harvey city,Illinois 1609. Antioch township,Illinois 1662. Crawford County,Illinois 1715. Hazel Crest village,Illinois 1610. Antioch village,Illinois 1663. Crest Hill city,Illinois 1716. Herrin city,Illinois 1611. Aux Sable township,Illinois 1664. Crestwood village,Illinois 1717. Hickory Hills city,Illinois 1612. Barrington township,Illinois 1665. Crete township,Illinois 1718. Hickory Point township, 1613. Barrington village,Illinois 1666. Cuba township,Illinois Illinois 1614. Batavia city,Illinois 1667. Cumberland County,Illinois 1719. Highland Park city,Illinois 1615. Beach Park village,Illinois 1668. Danville township,Illinois 1720. Hinsdale village,Illinois 1616. Bellwood village,Illinois 1669. Darien city,Illinois 1721. Homer Glen village,Illinois 1617. Belvidere city,Illinois 1670. De Witt County,Illinois 1722. Homewood village,Illinois 1618. Belvidere township,Illinois 1671. Deerfield village,Illinois 1723. Huntley village,Illinois 1619. Bensenville village,Illinois 1672. Dixon city,Illinois 1724. Iroquois County,Illinois 1620. Benton township,Illinois 1673. Dixon township,Illinois 1725. Jacksonville city,Illinois 1621. Blackberry township,Illinois 1674. Dolton village,Illinois 1726. Jarvis township,Illinois 1622. Bloomingdale village,Illinois 1675. Dorr township,Illinois 1727. Jersey County,Illinois 1623. Blue Island city,Illinois 1676. Douglas County,Illinois 1728. Jo Daviess County,Illinois 1624. Bond County,Illinois 1677. Douglas township,Illinois 1729. Johnson County,Illinois 1625. Bourbonnais village,Illinois 1678. East Moline city,Illinois 1730. Justice village,Illinois 1626. Bradley village,Illinois 1679. East Peoria city,Illinois 1731. Kankakee city,Illinois 1627. Bridgeview village,Illinois 1680. East St.Louis city,Illinois 1732. Kankakee township,Illinois 1628. Brookfield village,Illinois 1681. East St.Louis township, 1733. Kewanee city,Illinois 1629. Bruce township,Illinois Illinois 1734. La Grange Park village, 1630. Burbank city,Illinois 1682. Edgar County,Illinois Illinois 1631. Burr Ridge village,Illinois 1683. Edwardsville city,Illinois 1735. LaGrange village,Illinois 1632. Cahokia village,Illinois 1684. Effingham city,Illinois 1736. Lake Forest city,Illinois 1633. Calumet township,Illinois 1685. Elmwood Park village,Illinois 1737. Lake in the Hills village, 1634. Campton Hills village,Illinois 1686. Evergreen Park village, Illinois 1635. Campton township,Illinois Illinois 1738. Lake Zurich village,Illinois 1636. Canton city,Illinois 1687. Fairview Heights city,Illinois 1739. Lansing village,Illinois 1637. Canton township,Illinois 1688. Fayette County,Illinois 1740. LaSalle township,Illinois 1638. Carbondale city,Illinois 1689. Flagg township,Illinois 1741. Lawrence County,Illinois 1639. Carbondale township,Illinois 1690. Fondulac township,Illinois 1742. Lemont township,Illinois 1640. Carroll County,Illinois 1691. Ford County,Illinois 1743. Lemont village,Illinois 1641. Cary village,Illinois 1692. Forest Park village,Illinois 1744. Libertyville village,Illinois 1642. Cass County,Illinois 1693. Fox Lake village,Illinois 1745. Limestone township,Illinois 1643. Centralia city,Illinois 1694. Frankfort village,Illinois 1746. Lincoln city,Illinois 1644. Centralia township,Illinois 1695. Franklin Park village,Illinois 1747. Lincolnwood village,Illinois 1645. Centreville township,Illinois 1696. Freeport city,Illinois 1748. Lindenhurst village,Illinois 1646. Champaign township,Illinois 1697. Freeport township,Illinois 1749. Lisle village,Illinois 1647. Channahon township,Illinois 1698. Geneva city,Illinois 1750. Little Rock township,Illinois 1648. Channahon village,Illinois 1699. Geneva township,Illinois 1751. Lockport city,Illinois 1649. Charleston city,Illinois 1700. Glen Carbon village,Illinois 1752. Logan County,Illinois 1650. Charleston township,Illinois 1701. Glen Ellyn village,Illinois 1753. Long Creek township,Illinois 1651. Chatham village,Illinois 1702. Godfrey township,Illinois 1754. Loves Park city,Illinois 1652. Cherry Valley township, 1703. Godfrey village,Illinois 1755. Lyons village,Illinois Illinois 1704. Granite City city,Illinois 1756. Machesney Park village, 1653. Chicago Heights city,Illinois 1705. Granite City township,Illinois Illinois 1-11 1757. Macomb city,Illinois 1809. Perry County,Illinois 1861. Washington city,Illinois 1758. Macomb City township, 1810. Peru township,Illinois 1862. Washington County,Illinois Illinois 1811. Piatt County,Illinois 1863. Washington township,Illinois 1759. Mahomet township,Illinois 1812. Pike County,Illinois 1864. Waterloo city,Illinois 1760. Manhattan township,Illinois 1813. Plano city,Illinois 1865. Wauconda township,Illinois 1761. Manteno township,Illinois 1814. Pontiac city,Illinois 1866. Wauconda village,Illinois 1762. Marion city,Illinois 1815. Pontiac township,Illinois 1867. Wayne County,Illinois 1763. Markham city,Illinois 1816. Prospect Heights city,Illinois 1868. West Chicago city,Illinois 1764. Marshall County,Illinois 1817. Rantoul township,Illinois 1869. Westchester village,Illinois 1765. Mason County,Illinois 1818. Rantoul village,Illinois 1870. Western Springs village, 1766. Massac County,Illinois 1819. Richland County,Illinois Illinois 1767. Matteson village,Illinois 1820. Richton Park village,Illinois 1871. Westmont village,Illinois 1768. Mattoon city,Illinois 1821. River Forest township,Illinois 1872. White County,Illinois 1769. Mattoon township,Illinois 1822. River Forest village,Illinois 1873. Wilmette village,Illinois 1770. Maywood village,Illinois 1823. Riverdale village,Illinois 1874. Winnetka village,Illinois 1771. McDonough County,Illinois 1824. Riverside township,Illinois 1875. Wood Dale city,Illinois 1772. McHenry city,Illinois 1825. Rock Island township,Illinois 1876. Wood River city,Illinois 1773. Medina township,Illinois 1826. Rockton township,Illinois 1877. Woodside township,Illinois 1774. Melrose Park village,Illinois 1827. Rolling Meadows city,Illinois 1878. Woodstock city,Illinois 1775. Menard County,Illinois 1828. Roscoe township,Illinois 1879. Worth village,Illinois 1776. Mercer County,Illinois 1829. Roscoe village,Illinois 1880. Yorkville city,Illinois 1777. Midlothian village,Illinois 1830. Roselle village,Illinois 1881. Zion city,Illinois 1778. Minooka village,Illinois 1831. Round Lake Beach village, 1882. Zion township,Illinois 1779. Mokena village,Illinois Illinois 1883. Aboite township,Indiana * 1780. Moline township,Illinois 1832. Round Lake village,Illinois 1884. Adams County,Indiana* 1781. Monee township,Illinois 1833. Rutland township,Illinois 1885. Adams township,Indiana* 1782. Montgomery County,Illinois 1834. Saline County,Illinois 1886. Allen County,Indiana 1783. Montgomery village,Illinois 1835. Sauk Village village,Illinois 1887. Anderson city,Indiana 1784. Morris city,Illinois 1836. Schiller Park village,Illinois 1888. Anderson township,Indiana 1785. Morton Grove village,Illinois 1837. Shelby County,Illinois 1889. Bartholomew County,Indiana 1786. Morton township,Illinois 1838. Shiloh Valley township, 1787. Morton village,Illinois Illinois 1890. Bloomington city,Indiana 1788. Moultrie County,Illinois 1839. Shiloh village,Illinois 1891. Bloomington township, 1789. Mount Vernon city,Illinois 1840. Shorewood village,Illinois Indiana* 1790. Mount Vernon township, 1841. South Elgin village,Illinois 1892. Boone County,Indiana Illinois 1842. South Holland village,Illinois 1893. Calumet township,Indiana 1791. Nameoki township,Illinois 1843. South Rock Island township, 1894. Carmel city,Indiana* 1792. New Lenox village,Illinois Illinois 1895. Cass County,Indiana 1793. Newell township,Illinois 1844. Sterling city,Illinois 1896. Center township,Indiana* 1794. Niles village,Illinois 1845. Sterling township,Illinois 1897. Center township,Indiana* 1795. Norridge village,Illinois 1846. Streator city,Illinois 1898. Center township,Indiana* 1796. North Aurora village,Illinois 1847. Sugar Grove township,Illinois 1899. Center township,Indiana* 1797. North Chicago city,Illinois 1848. Summit village,Illinois 1900. Center township,Indiana* 1798. Northlake city,Illinois 1849. Swansea village,Illinois 1901. Center township,Indiana* 1799. Norwood Park township, 1850. Sycamore city,Illinois 1902. Clark County,Indiana* Illinois 1851. Sycamore township,Illinois 1903. Clay township,Indiana* 1800. O'Fallon city,Illinois 1852. Taylorville city,Illinois 1904. Clay township,Indiana* 1801. O'Fallon township,Illinois 1853. Taylorville township,Illinois 1905. Clinton County,Indiana 1802. Oak Forest city,Illinois 1854. Troy city,Illinois 1906. Columbus city,Indiana 1803. Ottawa city,Illinois 1855. Union County,Illinois 1907. Columbus township,Indiana 1804. Ottawa township,Illinois 1856. Vernon Hills village,Illinois 1908. Concord township,Indiana 1805. Palos Heights city,Illinois 1857. Villa Park village,Illinois 1909. Crown Point city,Indiana 1806. Palos Hills city,Illinois 1858. Wabash County,Illinois 1910. Daviess County,Indiana * 1807. Park Forest village,Illinois 1859. Warren County,Illinois 1911. Dearborn County,Indiana 1808. Pekin township,Illinois 1860. Warrenville city,Illinois 1912. Decatur township,Indiana 1-12 1913. DeKalb County,Indiana* 1966. Miami County,Indiana* 2013. Wayne County,Indiana* 1914. Delaware County,Indiana* 1967. Michigan City city,Indiana* 2014. Wayne township,Indiana* 1915. Delaware township,Indiana* 1968. Mishawaka city,Indiana* 2015. Wayne township,Indiana* 1916. Dubois County,Indiana* 1969. Monroe County,Indiana* 2016. Wayne township,Indiana* 1917. Elkhart city,Indiana* 1970. Montgomery County,Indiana 2017. Wea township,Indiana* 1918. Elkhart County,Indiana * * 2018. West Lafayette city,Indiana 1919. Elkhart township,Indiana* 1971. Morgan County,Indiana* 2019. Westfield city,Indiana* 1920. Evansville city,Indiana* 1972. Muncie city,Indiana* 2020. White River township,Indiana 1921. Fairfield township,Indiana* 1973. New Albany city,Indiana 1922. Fall Creek township,Indiana* 1974. New Albany township, 2021. Whitley County,Indiana 1923. Fishers city,Indiana* Indiana* 2022. Addison township,Indiana 1924. Floyd County,Indiana* 1975. Noble County,Indiana* 2023. Auburn city,Indiana 1925. Fort Wayne city,Indiana* 1976. Noblesville city,Indiana * 2024. Avon town,Indiana 1926. Franklin township,Indiana* 1977. Noblesville township,Indiana 2025. Bainbridge township,Indiana 1927. Gary city,Indiana* * 2026. Baugo township,Indiana 1928. Gibson County,Indiana* 1978. North township,Indiana* 2027. Bedford city,Indiana 1929. Goshen city,Indiana* 1979. Ohio township,Indiana* 2028. Beech Grove city,Indiana 1930. Grant County,Indiana* 1980. Penn township,Indiana* 2029. Blackford County,Indiana 1931. Greene County,Indiana* 1981. Perry township,Indiana* 2030. Bluffton city,Indiana 1932. Greenwood city,Indiana* 1982. Perry township,Indiana* 2031. Boon township,Indiana 1933. Guilford township,Indiana* 1983. Perry township,Indiana* 2032. Brown County,Indiana 1934. Hamilton County,Indiana* 1984. Pike township,Indiana* 2033. Brown township,Indiana 1935. Hammond city,Indiana* 1985. Plainfield town,Indiana * 2034. Brown township,Indiana 1936. Hancock County,Indiana* 1986. Pleasant township,Indiana * 2035. Brownsburg town,Indiana 1937. Harrison County,Indiana* 1987. Portage city,Indiana* 2036. Carroll County,Indiana 1938. Harrison township,Indiana* 1988. Portage township,Indiana* 2037. Cedar Creek township,Indiana 1939. Hendricks County,Indiana* 1989. Portage township,Indiana* 2038. Cedar Creek township,Indiana 1940. Henry County,Indiana* 1990. Porter County,Indiana* 2039. Cedar Lake town,Indiana 1941. Hobart township,Indiana* 1991. Putnam County,Indiana* 2040. Center township,Indiana 1942. Howard County,Indiana* 1992. Richmond city,Indiana* 2041. Center township,Indiana 1943. Huntington County,Indiana * 1993. Ross township,Indiana* 2042. Center township,Indiana 1944. Jackson County,Indiana * 1994. Shelby County,Indiana* 2043. Center township,Indiana 1945. Jasper County,Indiana* 1995. South Bend city,Indiana* 2044. Center township,Indiana 1946. Jefferson County,Indiana* 1996. St.John township,Indiana* 2045. Center township,Indiana 1947. Jeffersonville city,Indiana * 1997. St.Joseph County,Indiana* 2046. Center township,Indiana 1948. Jeffersonville township, 1998. St.Joseph township,Indiana* 2047. Centre township,Indiana Indiana* 1999. Steuben County,Indiana* 2048. Charlestown township,Indiana 1949. Johnson County,Indiana* 2000. Terre Haute city,Indiana* 2049. Chesterton town,Indiana 1950. Knight township,Indiana* 2001. Tippecanoe County,Indiana* 2050. Clarksville town,Indiana 1951. Knox County,Indiana* 2002. Valparaiso city,Indiana* 2051. Clay County,Indiana 1952. Kokomo city,Indiana* 2003. Vanderburgh County,Indiana 2052. Cleveland township,Indiana 1953. Kosciusko County,Indiana* * 2053. Columbia township,Indiana 1954. Lafayette city,Indiana* 2004. Vigo County,Indiana* 2054. Connersville city,Indiana 1955. LaGrange County,Indiana * 2005. Wabash County,Indiana* 2055. Connersville township, 1956. Lake County,Indiana* 2006. Wabash township,Indiana* Indiana 1957. LaPorte County,Indiana * 2007. Warren township,Indiana * 2056. Coolspring township,Indiana 1958. Lawrence city,Indiana* 2008. Warrick County,Indiana* 2057. Crawford County,Indiana 1959. Lawrence County,Indiana* 2009. Washington township,Indiana 2058. Crawfordsville city,Indiana 1960. Lawrence township,Indiana* * 2059. Danville town,Indiana 1961. Lincoln township,Indiana* 2010. Washington township,Indiana 2060. Decatur County,Indiana 1962. Madison County,Indiana* * 2061. Dyer town,Indiana 1963. Marion County/Indianapolis 2011. Washington township,Indiana 2062. East Chicago city,Indiana city,Indiana* * 2063. Eel township,Indiana 1964. Marshall County,Indiana* 2012. Washington township,Indiana 2064. Fall Creek township,Indiana 1965. Merrillville town,Indiana* * 2065. Fayette County,Indiana I-13 2066. Fountain County,Indiana 2119. Peru city,Indiana 2174. Cerro Gordo County,Iowa 2067. Frankfort city,Indiana 2120. Peru township,Indiana 2175. Clinton County,Iowa* 2068. Franklin city,Indiana 2121. Pigeon township,Indiana 2176. Council Bluffs city,Iowa 2069. Franklin County,Indiana 2122. Pike County,Indiana 2177. Dallas County,Iowa 2070. Franklin township,Indiana 2123. Pipe Creek township,Indiana 2178. Davenport city,Iowa 2071. Fulton County,Indiana 2124. Pleasant township,Indiana 2179. Des Moines city,Iowa 2072. Georgetown township,Indiana 2125. Posey County,Indiana 2180. Des Moines County,Iowa 2073. Greencastle city,Indiana 2126. Pulaski County,Indiana 2181. Dubuque city,Iowa* 2074. Greencastle township,Indiana 2127. Randolph County,Indiana 2182. Dubuque County,Iowa 2075. Greenfield city,Indiana 2128. Richland township,Indiana 2183. Iowa City city,Iowa* 2076. Greensburg city,Indiana 2129. Ripley County,Indiana 2184. Jasper County,Iowa * 2077. Griffith town,Indiana 2130. Rush County,Indiana 2185. Johnson County,Iowa 2078. Hanover township,Indiana 2131. Schererville town,Indiana 2186. Lee County,Iowa* 2079. Harris township,Indiana 2132. Scott County,Indiana 2187. Linn County,Iowa 2080. Harrison township,Indiana 2133. Seymour city,Indiana 2188. Marion city,Iowa* 2081. Henry township,Indiana 2134. Shawswick township,Indiana 2189. Marion County,Iowa 2082. Highland town,Indiana 2135. Shelbyville city,Indiana 2190. Marshall County,Iowa 2083. Hobart city,Indiana 2136. Silver Creek township,Indiana 2191. Muscatine County,Iowa 2084. Honey Creek township, 2137. Speedway town,Indiana 2192. Polk County,Iowa* Indiana 2138. Spencer County,Indiana 2193. Pottawattamie County,Iowa 2085. Huntington city,Indiana 2139. St.John town,Indiana 2194. Scott County,Iowa* 2086. Huntington township,Indiana 2140. Starke County,Indiana 2195. Sioux City city,Iowa 2087. Jackson township,Indiana 2141. Sugar Creek township,Indiana 2196. Sioux County,Iowa 2088. Jackson township,Indiana 2142. Sullivan County,Indiana 2197. Story County,Iowa 2089. Jasper city,Indiana 2143. Switzerland County,Indiana 2198. Urbandale city,Iowa 2090. Jay County,Indiana 2144. Tipton County,Indiana 2199. Wapello County,Iowa* 2091. Jefferson township,Indiana 2145. Troy township,Indiana 2200. Warren County,Iowa 2092. Jennings County,Indiana 2146. Union township,Indiana 2201. Waterloo city,Iowa* 2093. Keener township,Indiana 2147. Union township,Indiana 2202. Webster County,Iowa* 2094. La Porte city,Indiana 2148. Van Buren township,Indiana 2203. West Des Moines city,Iowa 2095. Lake Station city,Indiana 2149. Vermillion County,Indiana 2204. Woodbury County,Iowa 2096. Lawrenceburg township, 2150. Vernon township,Indiana 2205. Allamakee County,Iowa Indiana 2151. Vincennes city,Indiana 2206. Altoona city,Iowa 2097. Lebanon city,Indiana 2152. Vincennes township,Indiana 2207. Appanoose County,Iowa 2098. Logansport city,Indiana 2153. Warsaw city,Indiana 2208. Benton County,Iowa 2099. Lost Creek township,Indiana 2154. Washington city,Indiana 2209. Boone city,Iowa 2100. Madison city,Indiana 2155. Washington County,Indiana 2210. Boone County,Iowa 2101. Madison township,Indiana 2156. Washington township,Indiana 2211. Bremer County,Iowa 2102. Marion city,Indiana 2157. Washington township,Indiana 2212. Buchanan County,Iowa 2103. Martin County,Indiana 2158. Washington township,Indiana 2213. Buena Vista County,Iowa 2104. Martinsville city,Indiana 2159. Washington township,Indiana 2214. Burlington city,Iowa 2105. Michigan township,Indiana 2160. Wayne township,Indiana 2215. Butler County,Iowa 2106. Mill township,Indiana 2161. Wayne township,Indiana 2216. Carroll County,Iowa 2107. Munster town,Indiana 2162. Wells County,Indiana 2217. Cass County,Iowa 2108. New Castle city,Indiana 2163. Westchester township,Indiana 2218. Cedar County,Iowa 2109. New Haven city,Indiana 2164. White County,Indiana 2219. Cherokee County,Iowa 2110. Newton County,Indiana 2165. Winfield township,Indiana 2220. Chickasaw County,Iowa 2111. Noble township,Indiana 2166. Yorktown town,Indiana 2221. Clay County,Iowa 2112. Orange County,Indiana 2167. Zionsville town,Indiana 2222. Clayton County,Iowa 2113. Osolo township,Indiana 2168. Ames city,Iowa* 2223. Clinton city,Iowa 2114. Owen County,Indiana 2169. Ankeny city,Iowa* 2224. Clive city,Iowa 2115. Parke County,Indiana 2170. Bettendorf city,Iowa* 2225. Coralville city,Iowa 2116. Patoka township,Indiana 2171. Black Hawk County,Iowa* 2226. Crawford County,Iowa 2117. Perry County,Indiana 2172. Cedar Falls city,Iowa* 2227. Delaware County,Iowa 2118. Perry township,Indiana 2173. Cedar Rapids city,Iowa* 2228. Dickinson County,Iowa I-14 2229. Fairfield city,Iowa 2284. Butler County,Kansas * 2337. Jackson County,Kansas 2230. Fayette County,Iowa 2285. Cowley County,Kansas * 2338. Jefferson County,Kansas 2231. Floyd County,Iowa 2286. Crawford County,Kansas* 2339. Junction City city,Kansas 2232. Fort Dodge city,Iowa 2287. Douglas County,Kansas * 2340. Labette County,Kansas 2233. Fort Madison city,Iowa 2288. Finney County,Kansas * 2341. Lansing city,Kansas 2234. Franklin County,Iowa 2289. Ford County,Kansas* 2342. Liberal city,Kansas 2235. Grimes city,Iowa 2290. Geary County,Kansas* 2343. Madison township,Kansas 2236. Grundy County,Iowa 2291. Harvey County,Kansas * 2344. Marion County,Kansas 2237. Guthrie County,Iowa 2292. Hutchinson city,Kansas * 2345. McPherson city,Kansas 2238. Hamilton County,Iowa 2293. Johnson County,Kansas * 2346. McPherson County,Kansas 2239. Hancock County,Iowa 2294. Kansas City city,Kansas * 2347. Merriam city,Kansas 2240. Hardin County,Iowa 2295. Lawrence city,Kansas* 2348. Nemaha County,Kansas 2241. Harrison County,Iowa 2296. Leavenworth city,Kansas* 2349. Neosho County,Kansas 2242. Henry County,Iowa 2297. Leavenworth County,Kansas 2350. Newton city,Kansas 2243. Indianola city,Iowa * 2351. Osage County,Kansas 2244. Iowa County,Iowa 2298. Leawood city,Kansas * 2352. Ottawa city,Kansas 2245. Jackson County,Iowa 2299. Lenexa city,Kansas* 2353. Pittsburg city,Kansas 2246. Jefferson County,Iowa 2300. Lyon County,Kansas * 2354. Pottawatomie County,Kansas 2247. Johnston city,Iowa 2301. Manhattan city,Kansas * 2355. Prairie Village city,Kansas 2248. Jones County,Iowa 2302. Miami County,Kansas * 2356. Riverside township,Kansas 2249. Keokuk city,Iowa 2303. Montgomery County,Kansas 2357. Rockford township,Kansas 2250. Keokuk County,Iowa * 2358. Seward County,Kansas 2251. Kossuth County,Iowa 2304. Olathe city,Kansas * 2359. Soldier township,Kansas 2252. Le Mars city,Iowa 2305. Overland Park city,Kansas * 2360. Sumner County,Kansas 2253. Louisa County,Iowa 2306. Reno County,Kansas * 2361. Winfield city,Kansas 2254. Lyon County,Iowa 2307. Riley County,Kansas* 2362. Barren County,Kentucky* 2255. Madison County,Iowa 2308. Salina city,Kansas * 2363. Boone County,Kentucky * 2256. Mahaska County,Iowa 2309. Saline County,Kansas * 2364. Bowling Green city,Kentucky 2257. Marshalltown city,Iowa 2310. Sedgwick County,Kansas 2258. Mason City city,Iowa 2311. Shawnee city,Kansas* 2365. Boyd County,Kentucky 2259. Mills County,Iowa 2312. Shawnee County,Kansas * 2366. Boyle County,Kentucky 2260. Mitchell County,Iowa 2313. Topeka city,Kansas* 2367. Bullitt County,Kentucky 2261. Muscatine city,Iowa 2314. Wichita city,Kansas * 2368. Calloway County,Kentucky* 2262. Newton city,Iowa 2315. Allen County,Kansas 2369. Campbell County,Kentucky* 2263. North Liberty city,Iowa 2316. Andover city,Kansas 2370. Christian County,Kentucky 2264. Norwalk city,Iowa 2317. Arkansas City city,Kansas 2371. Clark County,Kentucky* 2265. O'Brien County,Iowa 2318. Atchison city,Kansas 2372. Covington city,Kentucky 2266. Oskaloosa city,Iowa 2319. Atchison County,Kansas 2373. Daviess County,Kentucky 2267. Ottumwa city,Iowa 2320. Barton County,Kansas 2374. Elizabethtown city,Kentucky 2268. Page County,Iowa 2321. Bourbon County,Kansas 2269. Pella city,Iowa 2322. Bruno township,Kansas 2375. Florence city,Kentucky 2270. Pleasant Hill city,Iowa 2323. Cherokee County,Kansas 2376. Floyd County,Kentucky 2271. Plymouth County,Iowa 2324. Derby city,Kansas 2377. Franklin County,Kentucky * 2272. Poweshiek County,Iowa 2325. Dickinson County,Kansas 2378. Georgetown city,Kentucky * 2273. Shelby County,Iowa 2326. Dodge City city,Kansas 2379. Graves County,Kentucky * 2274. Spencer city,Iowa 2327. El Dorado city,Kansas 2380. Greenup County,Kentucky * 2275. Storm Lake city,Iowa 2328. Ellis County,Kansas 2381. Hardin County,Kentucky* 2276. Tama County,Iowa 2329. Emporia city,Kansas 2382. Henderson County,Kentucky 2277. Union County,Iowa 2330. Fairmount township,Kansas 2278. Washington County,Iowa 2331. Franklin County,Kansas 2383. Hopkins County,Kentucky 2279. Waukee city,Iowa 2332. Garden City city,Kansas 2384. Hopkinsville city,Kentucky 2280. Waverly city,Iowa 2333. Gardner city,Kansas 2385. Jessamine County,Kentucky 2281. Winnebago County,Iowa 2334. Great Bend city,Kansas 2386. Kenton County,Kentucky 2282. Winneshiek County,Iowa 2335. Hays city,Kansas 2387. Knox County,Kentucky* 2283. Wright County,Iowa 2336. Haysville city,Kansas 2388. Laurel County,Kentucky 1-15 2389. Lexington-Fayette urban 2438. Harrison County,Kentucky 2491. Washington County,Kentucky county,Kentucky * 2439. Hart County,Kentucky 2492. Wayne County,Kentucky 2390. Louisville/Jefferson County 2440. Henderson city,Kentucky 2493. Webster County,Kentucky metro government,Kentucky 2441. Henry County,Kentucky 2494. Winchester city,Kentucky * 2442. Independence city,Kentucky 2495. Woodford County,Kentucky 2391. Madison County,Kentucky* 2443. Jackson County,Kentucky 2496. Acadia Parish,Louisiana* 2392. Marshall County,Kentucky* 2444. Jeffersontown city,Kentucky 2497. Alexandria city,Louisiana 2393. McCracken County,Kentucky 2445. Johnson County,Kentucky 2498. Ascension Parish,Louisiana * 2446. Knott County,Kentucky 2499. Avoyelles Parish,Louisiana 2394. Muhlenberg County,Kentucky 2447. Larue County,Kentucky 2500. Baton Rouge city,Louisiana * 2448. Lawrence County,Kentucky 2501. Beauregard Parish,Louisiana 2395. Nelson County,Kentucky * 2449. Lawrenceburg city,Kentucky 2396. Nicholasville city,Kentucky* 2450. Letcher County,Kentucky 2502. Bossier City city,Louisiana* 2397. Oldham County,Kentucky* 2451. Lewis County,Kentucky 2503. Bossier Parish,Louisiana 2398. Owensboro city,Kentucky * 2452. Lincoln County,Kentucky 2504. Caddo Parish,Louisiana* 2399. Pike County,Kentucky * 2453. Logan County,Kentucky 2505. Calcasieu Parish,Louisiana* 2400. Pulaski County,Kentucky* 2454. Lyndon city,Kentucky 2506. East Baton Rouge Parish, 2401. Richmond city,Kentucky* 2455. Madisonville city,Kentucky Louisiana* 2402. Scott County,Kentucky * 2456. Magoffin County,Kentucky 2507. Evangeline Parish,Louisiana 2403. Shelby County,Kentucky* 2457. Marion County,Kentucky 2508. Iberia Parish,Louisiana* 2404. Warren County,Kentucky* 2458. Martin County,Kentucky 2509. Iberville Parish,Louisiana 2405. Whitley County,Kentucky* 2459. Mason County,Kentucky 2510. Jefferson Davis Parish, 2406. Adair County,Kentucky 2460. McCreary County,Kentucky Louisiana* 2407. Allen County,Kentucky 2461. Meade County,Kentucky 2511. Jefferson Parish,Louisiana 2408. Anderson County,Kentucky 2462. Mercer County,Kentucky 2512. Kenner city,Louisiana* 2409. Ashland city,Kentucky 2463. Metcalfe County,Kentucky 2513. Lafayette city,Louisiana 2410. Bardstown city,Kentucky 2464. Monroe County,Kentucky 2514. Lafayette Parish,Louisiana 2411. Bath County,Kentucky 2465. Montgomery County, 2515. Lafourche Parish,Louisiana 2412. Bell County,Kentucky Kentucky 2516. Lake Charles city,Louisiana 2413. Berea city,Kentucky 2466. Morgan County,Kentucky 2517. Lincoln Parish,Louisiana* 2414. Bourbon County,Kentucky 2467. Mount Washington city, 2518. Livingston Parish,Louisiana 2415. Breathitt County,Kentucky Kentucky 2519. Monroe city,Louisiana* 2416. Breckinridge County, 2468. Murray city,Kentucky 2520. Natchitoches Parish,Louisiana Kentucky 2469. Newport city,Kentucky 2417. Butler County,Kentucky 2470. Ohio County,Kentucky 2521. New Orleans city/Orleans 2418. Caldwell County,Kentucky 2471. Owen County,Kentucky Parish,Louisiana 2419. Campbellsville city,Kentucky 2472. Paducah city,Kentucky 2522. Ouachita Parish,Louisiana 2420. Carroll County,Kentucky 2473. Pendleton County,Kentucky 2523. Rapides Parish,Louisiana 2421. Carter County,Kentucky 2474. Perry County,Kentucky 2524. Shreveport city,Louisiana 2422. Casey County,Kentucky 2475. Powell County,Kentucky 2525. St.Bernard Parish,Louisiana 2423. Clay County,Kentucky 2476. Radcliff city,Kentucky 2424. Clinton County,Kentucky 2477. Rockcastle County,Kentucky 2526. St.Charles Parish,Louisiana 2425. Danville city,Kentucky 2478. Rowan County,Kentucky 2527. St.John the Baptist Parish, 2426. Edmonson County,Kentucky 2479. Russell County,Kentucky Louisiana* 2427. Erlanger city,Kentucky 2480. Shelbyville city,Kentucky 2528. St.Landry Parish,Louisiana 2428. Estill County,Kentucky 2481. Shepherdsville city,Kentucky 2529. St.Martin Parish,Louisiana 2429. Fleming County,Kentucky 2482. Shively city,Kentucky 2530. St.Mary Parish,Louisiana 2430. Fort Thomas city,Kentucky 2483. Simpson County,Kentucky 2531. St.Tammany Parish, 2431. Frankfort city,Kentucky 2484. Somerset city,Kentucky Louisiana* 2432. Garrard County,Kentucky 2485. Spencer County,Kentucky 2532. Tangipahoa Parish,Louisiana 2433. Glasgow city,Kentucky 2486. St.Matthews city,Kentucky 2434. Grant County,Kentucky 2487. Taylor County,Kentucky 2533. Terrebonne Parish,Louisiana 2435. Grayson County,Kentucky 2488. Todd County,Kentucky 2436. Green County,Kentucky 2489. Trigg County,Kentucky 2534. Vermilion Parish,Louisiana 2437. Harlan County,Kentucky 2490. Union County,Kentucky 2535. Vernon Parish,Louisiana 1-16 2536. Washington Parish,Louisiana 2586. Youngsville city,Louisiana 2638. Frederick city,Maryland* * 2587. Zachary city,Louisiana 2639. Frederick County,Maryland* 2537. Webster Parish,Louisiana* 2588. Androscoggin County,Maine 2640. Gaithersburg city,Maryland* 2538. Abbeville city,Louisiana * 2641. Hagerstown city,Maryland 2539. Allen Parish,Louisiana 2589. Aroostook County,Maine * 2642. Harford County,Maryland 2540. Assumption Parish,Louisiana 2590. Bangor city,Maine * 2643. Howard County,Maryland 2541. Baker city,Louisiana 2591. Cumberland County,Maine * 2644. Montgomery County, 2542. Bastrop city,Louisiana 2592. Franklin County,Maine * Maryland* 2543. Bienville Parish,Louisiana 2593. Hancock County,Maine * 2645. Prince George's County, 2544. Bogalusa city,Louisiana 2594. Kennebec County,Maine * Maryland* 2545. Broussard city,Louisiana 2595. Knox County,Maine * 2646. Queen Anne's County, 2546. Central city,Louisiana 2596. Lewiston city,Maine * Maryland* 2547. Claiborne Parish,Louisiana 2597. Lincoln County,Maine * 2647. Rockville city,Maryland* 2548. Concordia Parish,Louisiana 2598. Oxford County,Maine * 2648. Salisbury city,Maryland* 2549. Covington city,Louisiana 2599. Penobscot County,Maine * 2649. St.Mary's County,Maryland 2550. Crowley city,Louisiana 2600. Portland city,Maine * 2650. Talbot County,Maryland* 2551. De Soto Parish,Louisiana 2601. Sagadahoc County,Maine * 2651. Washington County,Maryland 2552. DeRidder city,Louisiana 2602. Somerset County,Maine * 2553. East Feliciana Parish, 2603. Waldo County,Maine * 2652. Wicomico County,Maryland Louisiana 2604. Washington County,Maine 2554. Franklin Parish,Louisiana 2605. York County,Maine * 2653. Worcester County,Maryland 2555. Gonzales city,Louisiana 2606. Auburn city,Maine 2654. Aberdeen city,Maryland 2556. Grant Parish,Louisiana 2607. Augusta city,Maine 2655. Bel Air town,Maryland 2557. Gretna city,Louisiana 2608. Biddeford city,Maine 2656. Cambridge city,Maryland 2558. Hammond city,Louisiana 2609. Brunswick town,Maine 2657. Cumberland city,Maryland 2559. Jackson Parish,Louisiana 2610. Falmouth town,Maine 2658. Easton town,Maryland 2560. LaSalle Parish,Louisiana 2611. Gorham town,Maine 2659. Elkton town,Maryland 2561. Madison Parish,Louisiana 2612. Kennebunk town,Maine 2660. Garrett County,Maryland 2562. Mandeville city,Louisiana 2613. Orono town,Maine 2661. Greenbelt city,Maryland 2563. Minden city,Louisiana 2614. Piscataquis County,Maine 2662. Havre de Grace city,Maryland 2564. Morehouse Parish,Louisiana 2615. Saco city,Maine 2663. Hyattsville city,Maryland 2565. Morgan City city,Louisiana 2616. Sanford city,Maine 2664. Kent County,Maryland 2566. Natchitoches city,Louisiana 2617. Scarborough town,Maine 2665. Laurel city,Maryland 2567. New Iberia city,Louisiana 2618. South Portland city,Maine 2666. New Carrollton city,Maryland 2568. Opelousas city,Louisiana 2619. Standish town,Maine 2667. Somerset County,Maryland 2569. Pineville city,Louisiana 2620. Waterville city,Maine 2668. Takoma Park city,Maryland 2570. Plaquemines Parish,Louisiana 2621. Wells town,Maine 2669. Westminster city,Maryland 2571. Pointe Coupee Parish, 2622. Westbrook city,Maine 2670. Amherst town,Massachusetts Louisiana 2623. Windham town,Maine 2572. Richland Parish,Louisiana 2624. York town,Maine 2671. Andover town,Massachusetts 2573. Ruston city,Louisiana 2625. Allegany County,Maryland 2574. Sabine Parish,Louisiana 2626. Annapolis city,Maryland* 2672. Arlington town,Massachusetts 2575. Slidell city,Louisiana 2627. Anne Arundel County, 2576. St.Helena Parish,Louisiana Maryland* 2673. Attleboro city,Massachusetts 2577. St.James Parish,Louisiana 2628. Baltimore city,Maryland 2578. Sulphur city,Louisiana 2629. Baltimore County,Maryland* 2674. Barnstable County, 2579. Thibodaux city,Louisiana 2630. Bowie city,Maryland* Massachusetts * 2580. Union Parish,Louisiana 2631. Calvert County,Maryland* 2675. Barnstable Town city, 2581. West Baton Rouge Parish, 2632. Caroline County,Maryland* Massachusetts * Louisiana 2633. Carroll County,Maryland* 2676. Beverly city,Massachusetts 2582. West Carroll Parish,Louisiana 2634. Cecil County,Maryland* 2677. Billerica town,Massachusetts 2583. West Feliciana Parish, 2635. Charles County,Maryland Louisiana 2636. College Park city,Maryland* 2678. Boston city,Massachusetts 2584. West Monroe city,Louisiana 2637. Dorchester County,Maryland 2679. Braintree Town city, 2585. Winn Parish,Louisiana * Massachusetts 1-17 2680. Bristol County,Massachusetts 2712. North Andover town, 2749. Charlton town,Massachusetts * Massachusetts * 2750. Clinton town,Massachusetts 2681. Brockton city,Massachusetts 2713. Peabody city,Massachusetts* 2751. Concord town,Massachusetts * 2714. Pittsfield city,Massachusetts * 2752. Danvers town,Massachusetts 2682. Brookline town, 2715. Plymouth County, 2753. Dedham town,Massachusetts Massachusetts * Massachusetts * 2754. Dennis town,Massachusetts 2683. Cambridge city,Massachusetts 2716. Plymouth town,Massachusetts 2755. Dudley town,Massachusetts * * 2756. Dukes County,Massachusetts 2684. Chelmsford town, 2717. Quincy city,Massachusetts * 2757. Duxbury town,Massachusetts Massachusetts * 2718. Randolph Town city, 2758. East Bridgewater town, 2685. Chelsea city,Massachusetts * Massachusetts * Massachusetts 2686. Chicopee city,Massachusetts 2719. Revere city,Massachusetts * 2759. East Longmeadow town, * 2720. Salem city,Massachusetts * Massachusetts 2687. Dartmouth town, 2721. Shrewsbury town, 2760. Easthampton Town city, Massachusetts * Massachusetts * Massachusetts 2688. Dracut town,Massachusetts * 2722. Somerville city,Massachusetts 2761. Easton town,Massachusetts 2689. Everett city,Massachusetts* * 2762. Fairhaven town, 2690. Fall River city,Massachusetts 2723. Springfield city, Massachusetts * Massachusetts * 2763. Foxborough town, 2691. Falmouth town,Massachusetts 2724. Taunton city,Massachusetts * Massachusetts * 2725. Tewksbury town, 2764. Gardner city,Massachusetts 2692. Fitchburg city,Massachusetts Massachusetts * 2765. Grafton town,Massachusetts * 2726. Waltham city,Massachusetts * 2766. Greenfield Town city, 2693. Framingham city, 2727. Watertown Town city, Massachusetts Massachusetts * Massachusetts * 2767. Groton town,Massachusetts 2694. Franklin Town city, 2728. Westfield city,Massachusetts 2768. Hanover town,Massachusetts Massachusetts * * 2769. Hanson town,Massachusetts 2695. Gloucester city,Massachusetts 2729. Weymouth Town city, 2770. Harwich town,Massachusetts * Massachusetts * 2771. Hingham town,Massachusetts 2696. Haverhill city,Massachusetts 2730. Woburn city,Massachusetts * 2772. Holbrook town,Massachusetts * 2731. Worcester city,Massachusetts 2773. Holden town,Massachusetts 2697. Holyoke city,Massachusetts* * 2774. Holliston town,Massachusetts 2698. Lawrence city,Massachusetts 2732. Abington town,Massachusetts 2775. Hopkinton town, * 2733. Acton town,Massachusetts Massachusetts 2699. Leominster city, 2734. Acushnet town,Massachusetts 2776. Hudson town,Massachusetts Massachusetts * 2735. Agawam Town city, 2777. Hull town,Massachusetts 2700. Lexington town, Massachusetts 2778. Ipswich town,Massachusetts Massachusetts * 2736. Amesbury Town city, 2779. Kingston town,Massachusetts 2701. Lowell city,Massachusetts * Massachusetts 2780. Lakeville town,Massachusetts 2702. Lynn city,Massachusetts * 2737. Ashland town,Massachusetts 2781. Leicester town,Massachusetts 2703. Malden city,Massachusetts * 2738. Athol town,Massachusetts 2782. Littleton town,Massachusetts 2704. Marlborough city, 2739. Auburn town,Massachusetts 2783. Longmeadow town, Massachusetts * 2740. Bedford town,Massachusetts Massachusetts 2705. Medford city,Massachusetts* 2741. Belchertown town, 2784. Ludlow town,Massachusetts 2706. Methuen Town city, Massachusetts 2785. Lunenburg town, Massachusetts * 2742. Bellingham town, Massachusetts 2707. Natick town,Massachusetts * Massachusetts 2786. Lynnfield town,Massachusetts 2708. Needham town,Massachusetts 2743. Belmont town,Massachusetts 2787. Mansfield town, * 2744. Bourne town,Massachusetts Massachusetts 2709. New Bedford city, 2745. Bridgewater Town city, 2788. Marblehead town, Massachusetts * Massachusetts Massachusetts 2710. Newton city,Massachusetts * 2746. Burlington town, 2789. Marshfield town, 2711. Norfolk County, Massachusetts Massachusetts Massachusetts * 2747. Canton town,Massachusetts 2790. Mashpee town,Massachusetts 2748. Carver town,Massachusetts 2791. Maynard town,Massachusetts 1-18 2792. Medfield town,Massachusetts 2831. Stoughton town, 2869. Canton charter township, 2793. Medway town,Massachusetts Massachusetts Michigan* 2794. Melrose city,Massachusetts 2832. Sudbury town,Massachusetts 2870. Cass County,Michigan 2795. Middleborough town, 2833. Swampscott town, 2871. Chesterfield township, Massachusetts Massachusetts Michigan* 2796. Middleton town, 2834. Swansea town,Massachusetts 2872. Chippewa County,Michigan Massachusetts 2835. Tyngsborough town, 2873. Clare County,Michigan* 2797. Milford town,Massachusetts Massachusetts 2874. Clinton charter township, 2798. Millbury town,Massachusetts 2836. Uxbridge town,Massachusetts Michigan* 2799. Milton town,Massachusetts 2837. Wakefield town, 2875. Clinton County,Michigan 2800. Nantucket town, Massachusetts 2876. Commerce charter township, Massachusetts 2838. Walpole town,Massachusetts Michigan* 2801. Newburyport city, 2839. Wareham town,Massachusetts 2877. Dearborn city,Michigan Massachusetts 2840. Wayland town,Massachusetts 2878. Dearborn Heights city, 2802. Norfolk town,Massachusetts 2841. Webster town,Massachusetts Michigan* 2803. North Adams city, 2842. Wellesley town, 2879. Delta charter township, Massachusetts Massachusetts Michigan* 2804. North Attleborough town, 2843. West Springfield Town city, 2880. Delta County,Michigan Massachusetts Massachusetts 2881. Detroit city,Michigan* 2805. North Reading town, 2844. Westborough town, 2882. East Lansing city,Michigan Massachusetts Massachusetts 2883. Eastpointe city,Michigan* 2806. Northampton city, 2845. Westford town,Massachusetts 2884. Eaton County,Michigan* Massachusetts 2846. Weston town,Massachusetts 2885. Emmet County,Michigan* 2807. Northborough town, 2847. Westport town,Massachusetts 2886. Farmington Hills city, Massachusetts 2848. Westwood town, Michigan* 2808. Northbridge town, Massachusetts 2887. Flint charter township, Massachusetts 2849. Whitman town,Massachusetts Michigan* 2809. Norton town,Massachusetts 2850. Wilbraham town, 2888. Flint city,Michigan 2810. Norwell town,Massachusetts Massachusetts 2889. Genesee County,Michigan 2811. Norwood town,Massachusetts 2851. Wilmington town, 2890. Georgetown charter township, 2812. Oxford town,Massachusetts Massachusetts Michigan* 2813. Palmer Town city, 2852. Winchendon town, 2891. Grand Blanc charter township, Massachusetts Massachusetts Michigan* 2814. Pembroke town, 2853. Winchester town, 2892. Grand Rapids city,Michigan Massachusetts Massachusetts 2893. Grand Traverse County, 2815. Pepperell town,Massachusetts 2854. Winthrop Town city, Michigan* 2816. Raynham town,Massachusetts Massachusetts 2894. Gratiot County,Michigan 2817. Reading town,Massachusetts 2855. Wrentham town, 2895. Hillsdale County,Michigan 2818. Rehoboth town,Massachusetts Massachusetts 2896. Holland charter township, 2819. Rockland town,Massachusetts 2856. Yarmouth town, Michigan* 2820. Sandwich town,Massachusetts Massachusetts 2897. Holland city,Michigan 2821. Saugus town,Massachusetts 2857. Allegan County,Michigan* 2898. Houghton County,Michigan 2822. Scituate town,Massachusetts 2858. Ann Arbor city,Michigan* 2899. Huron County,Michigan 2823. Seekonk town,Massachusetts 2859. Barry County,Michigan* 2900. Independence charter 2824. Sharon town,Massachusetts 2860. Battle Creek city,Michigan* township,Michigan* 2825. Somerset town,Massachusetts 2861. Bay City city,Michigan* 2901. Ingham County,Michigan* 2826. South Hadley town, 2862. Bay County,Michigan* 2902. Ionia County,Michigan* Massachusetts 2863. Bedford township,Michigan* 2903. Isabella County,Michigan* 2827. Southborough town, 2864. Berrien County,Michigan * 2904. Jackson city,Michigan* Massachusetts 2865. Bloomfield charter township, 2905. Jackson County,Michigan* 2828. Southbridge Town city, Michigan* 2906. Kalamazoo city,Michigan* Massachusetts 2866. Branch County,Michigan* 2907. Kalamazoo County,Michigan 2829. Spencer town,Massachusetts 2867. Brownstown charter township, 2830. Stoneham town, Michigan* 2908. Kent County,Michigan Massachusetts 2868. Calhoun County,Michigan* 2909. Kentwood city,Michigan 1-19 2910. Lansing city,Michigan* 2951. Taylor city,Michigan* 2993. Cascade charter township, 2911. Lapeer County,Michigan* 2952. Troy city,Michigan* Michigan 2912. Lenawee County,Michigan* 2953. Tuscola County,Michigan* 2994. Charlevoix County,Michigan 2913. Lincoln Park city,Michigan* 2954. Van Buren County,Michigan 2995. Cheboygan County,Michigan 2914. Livingston County,Michigan * 2996. Clawson city,Michigan * 2955. Warren city,Michigan * 2997. Coldwater city,Michigan 2915. Livonia city,Michigan* 2956. Washtenaw County,Michigan 2998. Comstock charter township, 2916. Macomb County,Michigan * * Michigan 2917. Macomb township,Michigan 2957. Waterford charter township, 2999. Cooper charter township, * Michigan* Michigan 2918. Marquette County,Michigan* 2958. Wayne County,Michigan* 3000. Crawford County,Michigan 2919. Mecosta County,Michigan* 2959. West Bloomfield charter 3001. Davison township,Michigan 2920. Meridian charter township, township,Michigan* 3002. Delhi charter township, Michigan* 2960. Westland city,Michigan* Michigan 2921. Midland city,Michigan* 2961. Wexford County,Michigan * 3003. DeWitt charter township, 2922. Midland County,Michigan* 2962. White Lake charter township, Michigan 2923. Monroe County,Michigan* Michigan* 3004. Dickinson County,Michigan 2924. Montcalm County,Michigan * 2963. Wyoming city,Michigan* 3005. East Bay township,Michigan 2925. Muskegon city,Michigan* 2964. Ypsilanti charter township, 3006. East Grand Rapids city, 2926. Muskegon County,Michigan Michigan* Michigan * 2965. Ada township,Michigan 3007. Egelston township,Michigan 2927. Newaygo County,Michigan * 2966. Adrian city,Michigan 3008. Emmett charter township, 2928. Novi city,Michigan* 2967. Alcona County,Michigan Michigan 2929. Oakland County,Michigan* 2968. Algoma township,Michigan 3009. Escanaba city,Michigan 2930. Orion charter township, 2969. Allen Park city,Michigan 3010. Farmington city,Michigan Michigan* 2970. Allendale charter township, 3011. Fenton charter township, 2931. Ottawa County,Michigan* Michigan Michigan 2932. Pittsfield charter township, 2971. Alpena County,Michigan 3012. Fenton city,Michigan Michigan* 2972. Alpine township,Michigan 3013. Ferndale city,Michigan 2933. Plainfield charter township, 2973. Antrim County,Michigan 3014. Flat Rock city,Michigan Michigan* 2974. Antwerp township,Michigan 3015. Flushing charter township, 2934. Pontiac city,Michigan* 2975. Arenac County,Michigan Michigan 2935. Portage city,Michigan* 2976. Auburn Hills city,Michigan 3016. Fort Gratiot charter township, 2936. Redford charter township, 2977. Bangor charter township, Michigan Michigan* Michigan 3017. Fraser city,Michigan 2937. Rochester Hills city,Michigan 2978. Bath charter township, 3018. Frenchtown township, * Michigan Michigan 2938. Roseville city,Michigan* 2979. Benton charter township, 3019. Fruitport charter township, 2939. Royal Oak city,Michigan* Michigan Michigan 2940. Saginaw charter township, 2980. Benzie County,Michigan 3020. Gaines charter township, Michigan* 2981. Berkley city,Michigan Michigan 2941. Saginaw city,Michigan* 2982. Beverly Hills village, 3021. Garden City city,Michigan 2942. Saginaw County,Michigan* Michigan 3022. Garfield charter township, 2943. Sanilac County,Michigan* 2983. Big Rapids city,Michigan Michigan 2944. Shelby charter township, 2984. Birmingham city,Michigan 3023. Genesee charter township, Michigan* 2985. Blackman charter township, Michigan 2945. Shiawassee County,Michigan Michigan 3024. Genoa township,Michigan * 2986. Brandon charter township, 3025. Gladwin County,Michigan 2946. Southfield city,Michigan* Michigan 3026. Gogebic County,Michigan 2947. St.Clair County,Michigan* 2987. Brighton township,Michigan 3027. Grand Haven charter 2948. St.Clair Shores city,Michigan 2988. Burton city,Michigan township,Michigan * 2989. Byron township,Michigan 3028. Grand Haven city,Michigan 2949. St.Joseph County,Michigan* 2990. Cadillac city,Michigan 3029. Grand Rapids charter 2950. Sterling Heights city, 2991. Caledonia township,Michigan township,Michigan Michigan* 2992. Cannon township,Michigan 3030. Grandville city,Michigan 1-20 3031. Green Oak township, 3071. Mount Morris township, 3112. Traverse City city,Michigan Michigan Michigan 3113. Trenton city,Michigan 3032. Grosse Ile township,Michigan 3072. Mount Pleasant city,Michigan 3114. Tyrone township,Michigan 3033. Grosse Pointe Park city, 3073. Mundy township,Michigan 3115. Union charter township, Michigan 3074. Muskegon charter township, Michigan 3034. Grosse Pointe Woods city, Michigan 3116. Van Buren charter township, Michigan 3075. Muskegon Heights city, Michigan 3035. Hamburg township,Michigan Michigan 3117. Vienna charter township, 3036. Hamtramck city,Michigan 3076. New Baltimore city,Michigan Michigan 3037. Harper Woods city,Michigan 3077. Niles city,Michigan 3118. Walker city,Michigan 3038. Harrison charter township, 3078. Niles township,Michigan 3119. Washington township, Michigan 3079. Northville township,Michigan Michigan 3039. Hartland township,Michigan 3080. Norton Shores city,Michigan 3120. Wayne city,Michigan 3040. Hazel Park city,Michigan 3081. Oak Park city,Michigan 3121. Wixom city,Michigan 3041. Highland charter township, 3082. Oakland charter township, 3122. Woodhaven city,Michigan Michigan Michigan 3123. Wyandotte city,Michigan 3042. Highland Park city,Michigan 3083. Oceana County,Michigan 3124. Ypsilanti city,Michigan 3043. Holly township,Michigan 3084. Oceola township,Michigan 3125. Zeeland charter township, 3044. Huron charter township, 3085. Ogemaw County,Michigan Michigan Michigan 3086. Osceola County,Michigan 3126. Andover city,Minnesota 3045. Inkster city,Michigan 3087. Oshtemo charter township, 3127. Anoka County,Minnesota 3046. Ionia city,Michigan Michigan 3128. Apple Valley city,Minnesota 3047. Iosco County,Michigan 3088. Otsego County,Michigan 3048. Iron County,Michigan 3089. Owosso city,Michigan 3129. Becker County,Minnesota 3049. Kalamazoo charter township, 3090. Oxford charter township, 3130. Beltrami County,Minnesota Michigan Michigan 3131. Benton County,Minnesota 3050. Kalkaska County,Michigan 3091. Park township,Michigan 3132. Blaine city,Minnesota* 3051. Lake County,Michigan 3092. Plymouth charter township, 3133. Bloomington city,Minnesota 3052. Leelanau County,Michigan Michigan 3053. Lenox township,Michigan 3093. Port Huron charter township, 3134. Blue Earth County,Minnesota 3054. Leoni township,Michigan Michigan 3055. Lincoln charter township, 3094. Port Huron city,Michigan 3135. Brooklyn Center city, Michigan 3095. Presque Isle County,Michigan Minnesota* 3056. Lyon charter township, 3096. Riverview city,Michigan 3136. Brooklyn Park city,Minnesota Michigan 3097. Rochester city,Michigan 3057. Mackinac County,Michigan 3098. Romulus city,Michigan 3137. Burnsville city,Minnesota 3058. Madison Heights city, 3099. Roscommon County, 3138. Carlton County,Minnesota Michigan Michigan 3139. Carver County,Minnesota 3059. Manistee County,Michigan 3100. Sault Ste.Marie city, 3140. Chisago County,Minnesota 3060. Marion township,Michigan Michigan 3141. Clay County,Minnesota* 3061. Marquette city,Michigan 3101. Scio township,Michigan 3142. Coon Rapids city,Minnesota 3062. Mason County,Michigan 3102. South Lyon city,Michigan 3143. Cottage Grove city,Minnesota 3063. Melvindale city,Michigan 3103. Southfield township,Michigan 3064. Menominee County,Michigan 3104. Southgate city,Michigan 3144. Crow Wing County, 3065. Milford charter township, 3105. Spring Lake township, Minnesota* Michigan Michigan 3145. Dakota County,Minnesota 3066. Missaukee County,Michigan 3106. Springfield charter township, 3146. Douglas County,Minnesota 3067. Monitor charter township, Michigan 3147. Duluth city,Minnesota Michigan 3107. Sturgis city,Michigan 3148. Eagan city,Minnesota 3068. Monroe charter township, 3108. Summit township,Michigan 3149. Eden Prairie city,Minnesota Michigan 3109. Superior charter township, 3150. Edina city,Minnesota* 3069. Monroe city,Michigan Michigan 3151. Freeborn County,Minnesota* 3070. Mount Clemens city, 3110. Texas charter township, 3152. Goodhue County,Minnesota* Michigan Michigan 3153. Hennepin County,Minnesota 3111. Thomas township,Michigan 1-21 3154. Inver Grove Heights city, 3202. Buffalo city,Minnesota 3252. North Mankato city, Minnesota* 3203. Cass County,Minnesota Minnesota 3155. Isanti County,Minnesota* 3204. Champlin city,Minnesota 3253. North St.Paul city,Minnesota 3156. Itasca County,Minnesota* 3205. Chanhassen city,Minnesota 3254. Northfield city,Minnesota 3157. Kandiyohi County,Minnesota 3206. Chaska city,Minnesota 3255. Oakdale city,Minnesota * 3207. Chippewa County,Minnesota 3256. Otsego city,Minnesota 3158. Lakeville city,Minnesota* 3208. Cloquet city,Minnesota 3257. Owatonna city,Minnesota 3159. Mankato city,Minnesota* 3209. Columbia Heights city, 3258. Pennington County,Minnesota 3160. Maple Grove city,Minnesota Minnesota 3259. Pine County,Minnesota * 3210. Cottonwood County, 3260. Pope County,Minnesota 3161. Maplewood city,Minnesota* Minnesota 3261. Prior Lake city,Minnesota 3162. McLeod County,Minnesota* 3211. Crystal city,Minnesota 3262. Ramsey city,Minnesota 3163. Minneapolis city,Minnesota* 3212. Dodge County,Minnesota 3263. Red Wing city,Minnesota 3164. Minnetonka city,Minnesota* 3213. East Bethel city,Minnesota 3264. Redwood County,Minnesota 3165. Moorhead city,Minnesota* 3214. Elk River city,Minnesota 3265. Renville County,Minnesota 3166. Morrison County,Minnesota* 3215. Fairmont city,Minnesota 3266. Robbinsdale city,Minnesota 3167. Mower County,Minnesota* 3216. Faribault city,Minnesota 3267. Rogers city,Minnesota 3168. Nicollet County,Minnesota* 3217. Faribault County,Minnesota 3268. Roseau County,Minnesota 3169. Olmsted County,Minnesota * 3218. Farmington city,Minnesota 3269. Rosemount city,Minnesota 3170. Otter Tail County,Minnesota 3219. Fergus Falls city,Minnesota 3270. Sartell city,Minnesota * 3220. Fillmore County,Minnesota 3271. Sauk Rapids city,Minnesota 3171. Plymouth city,Minnesota* 3221. Forest Lake city,Minnesota 3272. Shoreview city,Minnesota 3172. Polk County,Minnesota* 3222. Fridley city,Minnesota 3273. Sibley County,Minnesota 3173. Ramsey County,Minnesota* 3223. Golden Valley city,Minnesota 3274. South St.Paul city,Minnesota 3174. Rice County,Minnesota* 3224. Grand Rapids city,Minnesota 3275. St.Michael city,Minnesota 3175. Richfield city,Minnesota* 3225. Ham Lake city,Minnesota 3276. St.Peter city,Minnesota 3176. Rochester city,Minnesota* 3226. Hastings city,Minnesota 3277. Stillwater city,Minnesota 3177. Roseville city,Minnesota* 3227. Hibbing city,Minnesota 3278. Todd County,Minnesota 3178. Savage city,Minnesota* 3228. Hopkins city,Minnesota 3279. Vadnais Heights city, 3179. Scott County,Minnesota* 3229. Houston County,Minnesota Minnesota 3180. Shakopee city,Minnesota* 3230. Hubbard County,Minnesota 3280. Victoria city,Minnesota 3181. Sherburne County,Minnesota 3231. Hugo city,Minnesota 3281. Wabasha County,Minnesota * 3232. Hutchinson city,Minnesota 3282. Waconia city,Minnesota 3182. St.Cloud city,Minnesota* 3233. Kanabec County,Minnesota 3283. Wadena County,Minnesota 3183. St.Louis County,Minnesota * 3234. Koochiching County, 3284. Waseca County,Minnesota 3184. St.Louis Park city,Minnesota Minnesota 3285. Watonwan County,Minnesota * 3235. Lake County,Minnesota 3286. West St.Paul city,Minnesota 3185. St.Paul city,Minnesota* 3236. Le Sueur County,Minnesota 3287. White Bear Lake city, 3186. Stearns County,Minnesota* 3237. Lino Lakes city,Minnesota Minnesota 3187. Steele County,Minnesota* 3238. Little Canada city,Minnesota 3288. White Bear township, 3188. Washington County, 3239. Lyon County,Minnesota Minnesota Minnesota* 3240. Marshall city,Minnesota 3289. Willmar city,Minnesota 3189. Winona County,Minnesota* 3241. Martin County,Minnesota 3290. Winona city,Minnesota 3190. Woodbury city,Minnesota* 3242. Meeker County,Minnesota 3291. Worthington city,Minnesota 3191. Wright County,Minnesota * 3243. Mendota Heights city, 3292. Adams County,Mississippi* 3192. Aitkin County,Minnesota Minnesota 3293. Alcorn County,Mississippi * 3193. Albert Lea city,Minnesota 3244. Mille Lacs County,Minnesota 3294. Biloxi city,Mississippi* 3194. Alexandria city,Minnesota 3245. Monticello city,Minnesota 3295. Bolivar County,Mississippi* 3195. Anoka city,Minnesota 3246. Mounds View city,Minnesota 3296. DeSoto County,Mississippi* 3196. Arden Hills city,Minnesota 3247. New Brighton city,Minnesota 3297. Forrest County,Mississippi 3197. Austin city,Minnesota 3248. New Hope city,Minnesota 3298. Gulfport city,Mississippi * 3198. Bemidji city,Minnesota 3249. New Ulm city,Minnesota 3299. Hancock County,Mississippi 3199. Big Lake city,Minnesota 3250. Nobles County,Minnesota 3200. Brainerd city,Minnesota 3251. North Branch city,Minnesota 3300. Harrison County,Mississippi 3201. Brown County,Minnesota 1-22 3301. Hattiesburg city,Mississippi* 3345. Covington County, 3395. Wayne County,Mississippi 3302. Hinds County,Mississippi* Mississippi 3396. West Point city,Mississippi 3303. Jackson city,Mississippi * 3346. D'Iberville city,Mississippi 3397. Winston County,Mississippi 3304. Jackson County,Mississippi * 3347. Gautier city,Mississippi 3398. Yalobusha County, 3305. Jones County,Mississippi * 3348. George County,Mississippi Mississippi 3306. Lafayette County,Mississippi 3349. Greene County,Mississippi 3399. Yazoo City city,Mississippi * 3350. Greenville city,Mississippi 3400. Yazoo County,Mississippi 3307. Lamar County,Mississippi* 3351. Greenwood city,Mississippi 3401. Ballwin city,Missouri * 3308. Lauderdale County, 3352. Grenada city,Mississippi 3402. Barry County,Missouri Mississippi * 3353. Grenada County,Mississippi 3403. Blue Springs city,Missouri 3309. Lee County,Mississippi* 3354. Hernando city,Mississippi 3404. Boone County,Missouri * 3310. Lincoln County,Mississippi * 3355. Holmes County,Mississippi 3405. Buchanan County,Missouri 3311. Lowndes County,Mississippi 3356. Horn Lake city,Mississippi 3406. Butler County,Missouri* * 3357. Itawamba County,Mississippi 3407. Callaway County,Missouri 3312. Madison County,Mississippi 3358. Jasper County,Mississippi 3408. Camden County,Missouri * * 3359. Jefferson Davis County, 3409. Cape Girardeau city,Missouri 3313. Marshall County,Mississippi Mississippi * 3360. Laurel city,Mississippi 3410. Cape Girardeau County, 3314. Meridian city,Mississippi * 3361. Lawrence County,Mississippi Missouri * 3315. Monroe County,Mississippi* 3362. Leake County,Mississippi 3411. Cass County,Missouri 3316. Oktibbeha County,Mississippi 3363. Leflore County,Mississippi 3412. Chesterfield city,Missouri * 3364. Long Beach city,Mississippi 3413. Christian County,Missouri 3317. Olive Branch city,Mississippi 3365. Madison city,Mississippi 3414. Clay County,Missouri * * 3366. Marion County,Mississippi 3415. Cole County,Missouri * 3318. Panola County,Mississippi * 3367. McComb city,Mississippi 3416. Columbia city,Missouri* 3319. Pearl River County, 3368. Moss Point city,Mississippi 3417. Florissant city,Missouri* Mississippi * 3369. Natchez city,Mississippi 3418. Franklin County,Missouri 3320. Pike County,Mississippi* 3370. Neshoba County,Mississippi 3419. Greene County,Missouri * 3321. Pontotoc County,Mississippi 3371. Newton County,Mississippi 3420. Howell County,Missouri * * 3372. Noxubee County,Mississippi 3421. Independence city,Missouri * 3322. Rankin County,Mississippi* 3373. Ocean Springs city, 3422. Jackson County,Missouri 3323. Southaven city,Mississippi * Mississippi 3423. Jasper County,Missouri* 3324. Tupelo city,Mississippi * 3374. Oxford city,Mississippi 3424. Jefferson City city,Missouri * 3325. Warren County,Mississippi* 3375. Pascagoula city,Mississippi 3425. Jefferson County,Missouri 3326. Washington County, 3376. Pearl city,Mississippi 3426. Johnson County,Missouri Mississippi * 3377. Perry County,Mississippi 3427. Joplin city,Missouri * 3327. Amite County,Mississippi 3378. Petal city,Mississippi 3428. Kansas City city,Missouri 3328. Attala County,Mississippi 3379. Picayune city,Mississippi 3429. Laclede County,Missouri 3329. Bay St.Louis city,Mississippi 3380. Prentiss County,Mississippi 3430. Lafayette County,Missouri 3330. Brandon city,Mississippi 3381. Ridgeland city,Mississippi 3431. Lawrence County,Missouri 3331. Brookhaven city,Mississippi 3382. Scott County,Mississippi 3432. Lee's Summit city,Missouri 3332. Byram city,Mississippi 3383. Simpson County,Mississippi 3433. Liberty city,Missouri * 3333. Calhoun County,Mississippi 3384. Smith County,Mississippi 3434. Lincoln County,Missouri* 3334. Canton city,Mississippi 3385. Starkville city,Mississippi 3435. Newton County,Missouri* 3335. Chickasaw County, 3386. Stone County,Mississippi 3436. O'Fallon city,Missouri Mississippi 3387. Sunflower County,Mississippi 3437. Pettis County,Missouri 3336. Clarke County,Mississippi 3388. Tallahatchie County, 3438. Phelps County,Missouri 3337. Clarksdale city,Mississippi Mississippi 3439. Platte County,Missouri 3338. Clay County,Mississippi 3389. Tate County,Mississippi 3440. Polk County,Missouri * 3339. Cleveland city,Mississippi 3390. Tippah County,Mississippi 3441. Pulaski County,Missouri 3340. Clinton city,Mississippi 3391. Tishomingo County, 3442. Scott County,Missouri * 3341. Coahoma County,Mississippi Mississippi 3443. Springfield city,Missouri * 3342. Columbus city,Mississippi 3392. Union County,Mississippi 3444. St.Charles city,Missouri * 3343. Copiah County,Mississippi 3393. Vicksburg city,Mississippi 3445. St.Charles County,Missouri 3344. Corinth city,Mississippi 3394. Walthall County,Mississippi I-23 3446. St.Francois County,Missouri 3496. Harrisonville city,Missouri 3549. Saline County,Missouri * 3497. Hazelwood city,Missouri 3550. Sedalia city,Missouri 3447. St.Joseph city,Missouri * 3498. Henry County,Missouri 3551. Sikeston city,Missouri 3448. St.Louis city,Missouri * 3499. Howard County,Missouri 3552. Smithville city,Missouri 3449. St.Louis County,Missouri* 3500. Independence township, 3553. St.Ann city,Missouri 3450. St.Peters city,Missouri * Missouri 3554. Ste.Genevieve County, 3451. Stone County,Missouri * 3501. Iron County,Missouri Missouri 3452. Taney County,Missouri* 3502. Jackson city,Missouri 3555. Stoddard County,Missouri 3453. University City city,Missouri 3503. Jennings city,Missouri 3556. Texas County,Missouri * 3504. Kearney city,Missouri 3557. Town and Country city, 3454. Warren County,Missouri * 3505. Kennett city,Missouri Missouri 3455. Webster County,Missouri * 3506. Kirksville city,Missouri 3558. Troy city,Missouri 3456. Wentzville city,Missouri * 3507. Kirkwood city,Missouri 3559. Union city,Missouri 3457. Wildwood city,Missouri* 3508. Lake St.Louis city,Missouri 3560. Vernon County,Missouri 3458. Adair County,Missouri 3509. Lebanon city,Missouri 3561. Warrensburg city,Missouri 3459. Andrew County,Missouri 3510. Liberty township,Missouri 3562. Washington city,Missouri 3460. Arnold city,Missouri 3511. Linn County,Missouri 3563. Washington County,Missouri 3461. Audrain County,Missouri 3512. Livingston County,Missouri 3564. Wayne County,Missouri 3462. Barton County,Missouri 3513. Macon County,Missouri 3565. Webb City city,Missouri 3463. Bates County,Missouri 3514. Madison County,Missouri 3566. Webster Groves city,Missouri 3464. Bellefontaine Neighbors city, 3515. Manchester city,Missouri 3567. West Plains city,Missouri Missouri 3516. Marion County,Missouri 3568. Wright County,Missouri 3465. Belton city,Missouri 3517. Marshall city,Missouri 3569. Billings city,Montana* 3466. Benton County,Missouri 3518. Maryland Heights city, 3570. Bozeman city,Montana 3467. Bolivar city,Missouri Missouri 3571. Butte-Silver Bow,Montana 3468. Bollinger County,Missouri 3519. Maryville city,Missouri 3572. Cascade County,Montana* 3469. Branson city,Missouri 3520. McDonald County,Missouri 3573. Flathead County,Montana* 3470. Bridgeton city,Missouri 3521. Mexico city,Missouri 3574. Gallatin County,Montana 3471. Carthage city,Missouri 3522. Miller County,Missouri 3575. Great Falls city,Montana 3472. Cedar County,Missouri 3523. Mississippi County,Missouri 3576. Helena city,Montana* 3473. Clayton city,Missouri 3524. Moberly city,Missouri 3577. Lake County,Montana 3474. Clinton County,Missouri 3525. Moniteau County,Missouri 3578. Lewis and Clark County, 3475. Cooper County,Missouri 3526. Montgomery County,Missouri Montana* 3476. Crawford County,Missouri 3527. Morgan County,Missouri 3579. Missoula city,Montana 3477. Crestwood city,Missouri 3528. Neosho city,Missouri 3580. Missoula County,Montana 3478. Creve Coeur city,Missouri 3529. New Madrid County,Missouri 3581. Ravalli County,Montana* 3479. Dallas County,Missouri 3530. Nixa city,Missouri 3582. Yellowstone County,Montana 3480. Dardenne Prairie city, 3531. Nodaway County,Missouri Missouri 3532. Oregon County,Missouri 3583. Big Horn County,Montana 3481. DeKalb County,Missouri 3533. Osage County,Missouri 3584. Carbon County,Montana 3482. Dent County,Missouri 3534. Overland city,Missouri 3585. Custer County,Montana 3483. Douglas County,Missouri 3535. Ozark city,Missouri 3586. Fergus County,Montana 3484. Dunklin County,Missouri 3536. Pemiscot County,Missouri 3587. Glacier County,Montana 3485. Eureka city,Missouri 3537. Perry County,Missouri 3588. Hill County,Montana 3486. Excelsior Springs city, 3538. Pike County,Missouri 3589. Jefferson County,Montana Missouri 3539. Polk township,Missouri 3590. Kalispell city,Montana 3487. Farmington city,Missouri 3540. Poplar Bluff city,Missouri 3591. Lincoln County,Montana 3488. Ferguson city,Missouri 3541. Ralls County,Missouri 3592. Park County,Montana 3489. Festus city,Missouri 3542. Randolph County,Missouri 3593. Richland County,Montana 3490. Fulton city,Missouri 3543. Ray County,Missouri 3594. Roosevelt County,Montana 3491. Gasconade County,Missouri 3544. Raymore city,Missouri 3595. Sanders County,Montana 3492. Gladstone city,Missouri 3545. Raytown city,Missouri 3596. Adams County,Nebraska 3493. Grain Valley city,Missouri 3546. Republic city,Missouri 3597. Bellevue city,Nebraska* 3494. Grandview city,Missouri 3547. Ripley County,Missouri 3598. Buffalo County,Nebraska 3495. Hannibal city,Missouri 3548. Rolla city,Missouri 3599. Dodge County,Nebraska I-24 3600. Douglas County,Nebraska* 3652. Elko city,Nevada 3684. Keene city,New Hampshire 3601. Grand Island city,Nebraska* 3653. Fernley city,Nevada 3685. Laconia city,New Hampshire 3602. Hall County,Nebraska* 3654. Humboldt County,Nevada 3686. Lebanon city,New Hampshire 3603. Kearney city,Nebraska* 3655. Mesquite city,Nevada 3687. Londonderry town,New 3604. Lancaster County,Nebraska* 3656. Belknap County,New Hampshire 3605. Lincoln city,Nebraska* Hampshire * 3688. Merrimack town,New 3606. Lincoln County,Nebraska* 3657. Carroll County,New Hampshire 3607. Madison County,Nebraska* Hampshire * 3689. Milford town,New Hampshire 3608. Omaha city,Nebraska* 3658. Cheshire County,New 3690. Pelham town,New Hampshire 3609. Platte County,Nebraska* Hampshire * 3691. Portsmouth city,New 3610. Sarpy County,Nebraska* 3659. Concord city,New Hampshire Hampshire 3611. Scotts Bluff County,Nebraska * 3692. Raymond town,New * 3660. Coos County,New Hampshire Hampshire 3612. Beatrice city,Nebraska * 3693. Salem town,New Hampshire 3613. Box Butte County,Nebraska 3661. Derry town,New Hampshire * 3694. Somersworth city,New 3614. Cass County,Nebraska 3662. Dover city,New Hampshire * Hampshire 3615. Colfax County,Nebraska 3663. Grafton County,New 3695. Windham town,New 3616. Columbus city,Nebraska Hampshire * Hampshire 3617. Custer County,Nebraska 3664. Hillsborough County,New 3696. Atlantic City city,New Jersey 3618. Dakota County,Nebraska Hampshire * 3619. Dawson County,Nebraska 3665. Manchester city,New 3697. Atlantic County,New Jersey 3620. Fremont city,Nebraska Hampshire * 3698. Bayonne city,New Jersey 3621. Gage County,Nebraska 3666. Merrimack County,New 3699. Belleville township,New 3622. Hastings city,Nebraska Hampshire * Jersey* 3623. Holt County,Nebraska 3667. Nashua city,New Hampshire 3700. Bergen County,New Jersey 3624. La Vista city,Nebraska * 3701. Berkeley township,New 3625. Lexington city,Nebraska 3668. Rochester city,New Jersey* 3626. Norfolk city,Nebraska Hampshire * 3702. Bloomfield township,New 3627. North Platte city,Nebraska 3669. Rockingham County,New Jersey* 3628. Otoe County,Nebraska Hampshire * 3703. Brick township,New Jersey 3629. Papillion city,Nebraska 3670. Strafford County,New 3704. Bridgewater township,New 3630. Red Willow County,Nebraska Hampshire * Jersey* 3631. Saline County,Nebraska 3671. Sullivan County,New 3705. Burlington County,New 3632. Saunders County,Nebraska Hampshire * Jersey* 3633. Scottsbluff city,Nebraska 3672. Amherst town,New 3706. Camden city,New Jersey 3634. Seward County,Nebraska Hampshire 3707. Camden County,New Jersey 3635. South Sioux City city, 3673. Bedford town,New 3708. Cape May County,New Jersey Nebraska Hampshire 3636. Washington County,Nebraska 3674. Berlin city,New Hampshire 3709. Cherry Hill township,New 3637. York County,Nebraska 3675. Claremont city,New Jersey* 3638. Carson City,Nevada* Hampshire 3710. City of Orange township,New 3639. Clark County,Nevada* 3676. Conway town,New Jersey* 3640. Douglas County,Nevada* Hampshire 3711. Clifton city,New Jersey 3641. Elko County,Nevada* 3677. Durham town,New 3712. Cumberland County,New 3642. Henderson city,Nevada* Hampshire Jersey* 3643. Las Vegas city,Nevada* 3678. Exeter town,New Hampshire 3713. Deptford township,New 3644. Lyon County,Nevada* 3679. Goffstown town,New Jersey* 3645. North Las Vegas city,Nevada Hampshire 3714. East Brunswick township, * 3680. Hampton town,New New Jersey * 3646. Nye County,Nevada* Hampshire 3715. East Orange city,New Jersey 3647. Reno city,Nevada* 3681. Hanover town,New 3648. Sparks city,Nevada* Hampshire 3716. Edison township,New Jersey 3649. Washoe County,Nevada* 3682. Hooksett town,New 3650. Boulder City city,Nevada Hampshire 3717. Egg Harbor township,New 3651. Churchill County,Nevada 3683. Hudson town,New Hampshire Jersey 1-25 3718. Elizabeth city,New Jersey* 3751. Middletown township,New 3786. Washington township,New 3719. Essex County,New Jersey* Jersey* Jersey* 3720. Evesham township,New 3752. Monmouth County,New 3787. Wayne township,New Jersey Jersey* Jersey* 3721. Ewing township,New Jersey * 3753. Monroe township,New Jersey 3788. West New York town,New 3722. Fair Lawn borough,New * Jersey* Jersey* 3754. Monroe township,New Jersey 3789. West Orange township,New 3723. Fort Lee borough,New Jersey * Jersey* * 3755. Montclair township,New 3790. Willingboro township,New 3724. Franklin township,New Jersey Jersey* Jersey* * 3756. Morris County,New Jersey * 3791. Winslow township,New 3725. Freehold township,New 3757. Mount Laurel township,New Jersey* Jersey* Jersey* 3792. Woodbridge township,New 3726. Galloway township,New 3758. New Brunswick city,New Jersey* Jersey* Jersey* 3793. Aberdeen township,New 3727. Garfield city,New Jersey * 3759. Newark city,New Jersey* Jersey 3728. Gloucester County,New 3760. North Bergen township,New 3794. Asbury Park city,New Jersey Jersey* Jersey* 3795. Barnegat township,New 3729. Gloucester township,New 3761. North Brunswick township, Jersey Jersey* New Jersey * 3796. Beachwood borough,New 3730. Hackensack city,New Jersey* 3762. Ocean County,New Jersey* Jersey 3731. Hamilton township,New 3763. Old Bridge township,New 3797. Bellmawr borough,New Jersey* Jersey* Jersey 3732. Hillsborough township,New 3764. Parsippany-Troy Hills 3798. Bergenfield borough,New Jersey* township,New Jersey * Jersey 3733. Hoboken city,New Jersey* 3765. Passaic city,New Jersey* 3799. Berkeley Heights township, 3734. Howell township,New Jersey 3766. Passaic County,New Jersey * New Jersey * 3767. Paterson city,New Jersey* 3800. Bernards township,New 3735. Hudson County,New Jersey* 3768. Pennsauken township,New Jersey 3736. Hunterdon County,New Jersey* 3801. Bordentown township,New Jersey* 3769. Perth Amboy city,New Jersey Jersey 3737. Irvington township,New * 3802. Bound Brook borough,New Jersey* 3770. Piscataway township,New Jersey 3738. Jackson township,New Jersey Jersey* 3803. Branchburg township,New * 3771. Plainfield city,New Jersey * Jersey 3739. Jersey City city,New Jersey * 3772. Princeton,New Jersey* 3804. Bridgeton city,New Jersey 3740. Kearny town,New Jersey* 3773. Salem County,New Jersey * 3805. Burlington township,New 3741. Lakewood township,New 3774. Sayreville borough,New Jersey Jersey* Jersey* 3806. Carteret borough,New Jersey 3742. Lawrence township,New 3775. Somerset County,New Jersey 3807. Cedar Grove township,New Jersey* * Jersey 3743. Linden city,New Jersey* 3776. South Brunswick township, 3808. Chatham township,New 3744. Livingston township,New New Jersey * Jersey Jersey* 3777. Sussex County,New Jersey* 3809. Cinnaminson township,New 3745. Long Branch city,New Jersey 3778. Teaneck township,New Jersey Jersey * * 3810. Clark township,New Jersey 3746. Manalapan township,New 3779. Toms River township,New 3811. Cliffside Park borough,New Jersey* Jersey* Jersey 3747. Manchester township,New 3780. Trenton city,New Jersey* 3812. Clinton township,New Jersey Jersey* 3781. Union City city,New Jersey * 3813. Collingswood borough,New 3748. Marlboro township,New 3782. Union County,New Jersey* Jersey Jersey* 3783. Union township,New Jersey * 3814. Cranford township,New 3749. Mercer County,New Jersey* 3784. Vineland city,New Jersey* Jersey 3750. Middlesex County,New 3785. Warren County,New Jersey * 3815. Delran township,New Jersey Jersey 1-26 3816. Denville township,New 3850. Hopatcong borough,New 3883. New Milford borough,New Jersey Jersey Jersey 3817. Dover town,New Jersey 3851. Hopewell township,New 3884. New Providence borough, 3818. Dumont borough,New Jersey Jersey New Jersey 3819. East Greenwich township, 3852. Jefferson township,New 3885. North Arlington borough,New New Jersey Jersey Jersey 3820. East Hanover township,New 3853. Lacey township,New Jersey 3886. North Plainfield borough,New Jersey 3854. Lincoln Park borough,New Jersey 3821. East Windsor township,New Jersey 3887. Nutley township,New Jersey Jersey 3855. Lindenwold borough,New 3888. Oakland borough,New Jersey 3822. Eatontown borough,New Jersey 3889. Ocean City city,New Jersey Jersey 3856. Little Egg Harbor township, 3890. Ocean township,New Jersey 3823. Edgewater borough,New New Jersey 3891. Palisades Park borough,New Jersey 3857. Little Falls township,New Jersey 3824. Elmwood Park borough,New Jersey 3892. Paramus borough,New Jersey Jersey 3858. Little Ferry borough,New 3893. Pemberton township,New 3825. Englewood city,New Jersey Jersey Jersey 3826. Fairview borough,New Jersey 3859. Lodi borough,New Jersey 3894. Pennsville township,New 3827. Florence township,New 3860. Lower township,New Jersey Jersey Jersey 3861. Lumberton township,New 3895. Pequannock township,New 3828. Florham Park borough,New Jersey Jersey Jersey 3862. Lyndhurst township,New 3896. Phillipsburg town,New Jersey 3829. Franklin Lakes borough,New Jersey 3897. Pine Hill borough,New Jersey Jersey 3863. Madison borough,New Jersey 3898. Plainsboro township,New 3830. Franklin township,New Jersey 3864. Mahwah township,New Jersey 3831. Freehold borough,New Jersey Jersey 3899. Pleasantville city,New Jersey 3832. Glassboro borough,New 3865. Mantua township,New Jersey 3900. Point Pleasant borough,New Jersey 3866. Manville borough,New Jersey Jersey 3833. Glen Rock borough,New 3867. Maple Shade township,New 3901. Pompton Lakes borough,New Jersey Jersey Jersey 3834. Gloucester City city,New 3868. Maplewood township,New 3902. Rahway city,New Jersey Jersey Jersey 3903. Ramsey borough,New Jersey 3835. Guttenberg town,New Jersey 3869. Medford township,New 3904. Randolph township,New 3836. Haddon township,New Jersey Jersey Jersey 3837. Haddonfield borough,New 3870. Metuchen borough,New 3905. Raritan township,New Jersey Jersey Jersey 3906. Readington township,New 3838. Hamilton township,New 3871. Middle township,New Jersey Jersey Jersey 3872. Middlesex borough,New 3907. Red Bank borough,New 3839. Hammonton town,New Jersey Jersey Jersey 3840. Hanover township,New 3873. Millburn township,New 3908. Ridgefield borough,New Jersey Jersey Jersey 3841. Harrison town,New Jersey 3874. Millstone township,New 3909. Ridgefield Park village,New 3842. Harrison township,New Jersey Jersey Jersey 3875. Millville city,New Jersey 3910. Ridgewood village,New 3843. Hasbrouck Heights borough, 3876. Montgomery township,New Jersey New Jersey Jersey 3911. Ringwood borough,New 3844. Hawthorne borough,New 3877. Montville township,New Jersey Jersey Jersey 3912. River Edge borough,New 3845. Hazlet township,New Jersey 3878. Moorestown township,New Jersey 3846. Highland Park borough,New Jersey 3913. Robbinsville township,New Jersey 3879. Morris township,New Jersey Jersey 3847. Hillsdale borough,New Jersey 3880. Morristown town,New Jersey 3914. Rockaway township,New 3848. Hillside township,New Jersey 3881. Mount Olive township,New Jersey 3849. Holmdel township,New Jersey 3915. Roselle borough,New Jersey Jersey 3882. Neptune township,New Jersey 1-27 3916. Roselle Park borough,New 3949. West Deptford township,New 3983. Cibola County,New Mexico Jersey Jersey 3984. Colfax County,New Mexico 3917. Roxbury township,New 3950. West Milford township,New 3985. Deming city,New Mexico Jersey Jersey 3986. Espanola city,New Mexico 3918. Rutherford borough,New 3951. West Windsor township,New 3987. Gallup city,New Mexico Jersey Jersey 3988. Grant County,New Mexico 3919. Saddle Brook township,New 3952. Westfield town,New Jersey 3989. Las Vegas city,New Mexico Jersey 3953. Westwood borough,New 3990. Lincoln County,New Mexico 3920. Scotch Plains township,New Jersey 3991. Los Alamos County,New Jersey 3954. Woodland Park borough,New Mexico 3921. Secaucus town,New Jersey Jersey 3992. Los Lunas village,New 3922. Somers Point city,New Jersey 3955. Woolwich township,New Mexico 3923. Somerville borough,New Jersey 3993. Lovington city,New Mexico Jersey 3956. Wyckoff township,New 3994. Luna County,New Mexico 3924. South Orange Village Jersey 3995. Portales city,New Mexico township,New Jersey 3957. Alamogordo city,New 3996. Roosevelt County,New 3925. South Plainfield borough,New Mexico* Mexico Jersey 3958. Albuquerque city,New 3997. San Miguel County,New 3926. South River borough,New Mexico* Mexico Jersey 3959. Bernalillo County,New 3998. Sierra County,New Mexico 3927. Southampton township,New Mexico* 3999. Socorro County,New Mexico Jersey 3960. Chaves County,New Mexico 4000. Sunland Park city,New 3928. Sparta township,New Jersey * Mexico 3929. Springfield township,New 3961. Clovis city,New Mexico* 4001. Torrance County,New Jersey 3962. Curry County,New Mexico* Mexico 3930. Stafford township,New Jersey 3963. Dona Ana County,New 4002. Albany city,New York 3931. Summit city,New Jersey Mexico* 4003. Albany County,New York 3932. Tenafly borough,New Jersey 3964. Eddy County,New Mexico* 4004. Allegany County,New York 3933. Tinton Falls borough,New 3965. Farmington city,New Mexico 4005. Amherst town,New York* Jersey * 4006. Babylon town,New York* 3934. Totowa borough,New Jersey 3966. Hobbs city,New Mexico* 4007. Bethlehem town,New York 3935. Upper township,New Jersey 3967. Las Cruces city,New Mexico 4008. Binghamton city,New York 3936. Vernon township,New Jersey * 4009. Brighton town,New York* 3937. Verona township,New Jersey 3968. Lea County,New Mexico* 4010. Brookhaven town,New York 3938. Voorhees township,New 3969. McKinley County,New Jersey Mexico* 4011. Broome County,New York 3939. Waldwick borough,New 3970. Otero County,New Mexico* 4012. Buffalo city,New York* Jersey 3971. Rio Arriba County,New 4013. Carmel town,New York 3940. Wall township,New Jersey Mexico* 4014. Cattaraugus County,New 3941. Wallington borough,New 3972. Rio Rancho city,New Mexico York* Jersey * 4015. Cayuga County,New York 3942. Wanaque borough,New 3973. Roswell city,New Mexico* 4016. Chautauqua County,New Jersey 3974. San Juan County,New Mexico York* 3943. Wantage township,New * 4017. Cheektowaga town,New York Jersey 3975. Sandoval County,New 3944. Warren township,New Jersey Mexico* 4018. Chemung County,New York 3945. Washington township,New 3976. Santa Fe city,New Mexico* Jersey 3977. Santa Fe County,New Mexico 4019. Chenango County,New York 3946. Waterford township,New Jersey 3978. Taos County,New Mexico* 4020. Cicero town,New York 3947. Weehawken township,New 3979. Valencia County,New Mexico 4021. Clarence town,New York Jersey * 4022. Clarkstown town,New York 3948. West Caldwell township,New 3980. Artesia city,New Mexico 4023. Clay town,New York* Jersey 3981. Bernalillo town,New Mexico 4024. Clifton Park town,New York 3982. Carlsbad city,New Mexico 1-28 4025. Clinton County,New York* 4068. Niagara Falls city,New York 4109. Tonawanda town,New York 4026. Colonic town,New York* * 4110. Troy city,New York* 4027. Columbia County,New York 4069. North Hempstead town,New 4111. Ulster County,New York * York* 4112. Union town,New York 4028. Cortland County,New York* 4070. North Tonawanda city,New 4113. Utica city,New York* 4029. Cortlandt town,New York* York* 4114. Valley Stream village,New 4030. Delaware County,New York* 4071. Oneida County,New York* York* 4031. Dutchess County,New York* 4072. Onondaga County,New York 4115. Warren County,New York 4032. Eastchester town,New York* * 4116. Warwick town,New York 4033. Erie County,New York* 4073. Ontario County,New York* 4117. Washington County,New 4034. Essex County,New York* 4074. Orange County,New York* York* 4035. Franklin County,New York* 4075. Orangetown town,New York 4118. Wayne County,New York 4036. Freeport village,New York* * 4119. Webster town,New York* 4037. Fulton County,New York* 4076. Orleans County,New York* 4120. West Seneca town,New York 4038. Genesee County,New York* 4077. Ossining town,New York* 4039. Greece town,New York* 4078. Oswego County,New York* 4121. Westchester County,New 4040. Greenburgh town,New York* 4079. Otsego County,New York* York* 4041. Greene County,New York* 4080. Oyster Bay town,New York* 4122. White Plains city,New York 4042. Guilderland town,New York* 4081. Penfield town,New York* 4123. Wyoming County,New York 4043. Hamburg town,New York* 4082. Perinton town,New York* 4044. Haverstraw town,New York* 4083. Poughkeepsie city,New York 4124. Yonkers city,New York 4045. Hempstead town,New York* * 4125. Yorktown town,New York 4046. Hempstead village,New York 4084. Poughkeepsie town,New 4126. Amsterdam city,New York * York* 4127. Arcadia town,New York 4047. Henrietta town,New York* 4085. Putnam County,New York* 4128. Auburn city,New York 4048. Herkimer County,New York* 4086. Ramapo town,New York* 4129. Aurora town,New York 4049. Huntington town,New York* 4087. Rensselaer County,New York 4130. Babylon village,New York 4050. Irondequoit town,New York* * 4131. Ballston town,New York 4051. Islip town,New York* 4088. Riverhead town,New York* 4132. Batavia city,New York 4052. Ithaca city,New York* 4089. Rochester city,New York* 4133. Bath town,New York 4053. Jefferson County,New York* 4090. Rockland County,New York* 4134. Beacon city,New York 4054. Lancaster town,New York* 4091. Rome city,New York* 4135. Bedford town,New York 4055. Livingston County,New York 4092. Rye town,New York* 4136. Beekman town,New York * 4093. Salina town,New York* 4137. Blooming Grove town,New 4056. Long Beach city,New York* 4094. Saratoga County,New York* York 4057. Madison County,New York* 4095. Schenectady city,New York* 4138. Brunswick town,New York 4058. Manlius town,New York* 4096. Schenectady County,New 4139. Camillus town,New York 4059. Monroe County,New York* York* 4140. Canandaigua city,New York 4060. Montgomery County,New 4097. Schoharie County,New York 4141. Canandaigua town,New York York* * 4142. Canton town,New York 4061. Mount Pleasant town,New 4098. Seneca County,New York* 4143. Catskill town,New York York* 4099. Smithtown town,New York* 4144. Chenango town,New York 4062. Mount Vernon city,New York 4100. Southampton town,New York 4145. Chester town,New York * * 4146. Chili town,New York 4063. Nassau County,New York* 4101. Spring Valley village,New 4147. Cohoes city,New York 4064. New Rochelle city,New York York* 4148. Corning city,New York * 4102. St.Lawrence County,New 4149. Cornwall town,New York 4065. New York city/Bronx County York* 4150. Cortland city,New York /Kings County/New York 4103. Steuben County,New York* 4151. De Witt town,New York County/Queens County/ 4104. Suffolk County,New York* 4152. Depew village,New York Richmond County,New York 4105. Sullivan County,New York* 4153. Dobbs Ferry village,New * 4106. Syracuse city,New York* York 4066. Newburgh town,New York* 4107. Tioga County,New York* 4154. Dryden town,New York 4067. Niagara County,New York* 4108. Tompkins County,New York 4155. Dunkirk city,New York * 4156. East Fishkill town,New York I-29 4157. East Greenbush town,New 4207. Lindenhurst village,New 4255. Plattsburgh city,New York York York 4256. Plattsburgh town,New York 4158. East Hampton town,New 4208. Lloyd town,New York 4257. Pomfret town,New York York 4209. Lockport city,New York 4258. Port Chester village,New 4159. Elma town,New York 4210. Lockport town,New York York 4160. Elmira city,New York 4211. Lynbrook village,New York 4259. Potsdam town,New York 4161. Endicott village,New York 4212. Lysander town,New York 4260. Putnam Valley town,New 4162. Evans town,New York 4213. Malone town,New York York 4163. Fallsburg town,New York 4214. Malta town,New York 4261. Queensbury town,New York 4164. Farmington town,New York 4215. Mamakating town,New York 4262. Red Hook town,New York 4165. Fishkill town,New York 4216. Mamaroneck town,New York 4263. Rockville Centre village,New 4166. Floral Park village,New York 4217. Mamaroneck village,New York 4167. Fredonia village,New York York 4264. Rotterdam town,New York 4168. Fulton city,New York 4218. Massapequa Park village,New 4265. Rye city,New York 4169. Garden City village,New York 4266. Saratoga Springs city,New York 4219. Massena town,New York York 4170. Gates town,New York 4220. Massena village,New York 4267. Saugerties town,New York 4171. Geddes town,New York 4221. Middletown city,New York 4268. Scarsdale village/Scarsdale 4172. Geneseo town,New York 4222. Milton town,New York town,New York 4173. Geneva city,New York 4223. Mineola village,New York 4269. Schodack town,New York 4174. German Flatts town,New 4224. Monroe town,New York 4270. Schuyler County,New York York 4225. Montgomery town,New York 4271. Shawangunk town,New York 4175. Glen Cove city,New York 4226. Moreau town,New York 4272. Sleepy Hollow village,New 4176. Glens Falls city,New York 4227. Mount Kisco village/Mount York 4177. Glenville town,New York Kisco town,New York 4273. Somers town,New York 4178. Gloversville city,New York 4228. New Castle town,New York 4274. Southeast town,New York 4179. Goshen town,New York 4229. New Hartford town,New 4275. Southold town,New York 4180. Grand Island town,New York York 4276. Stony Point town,New York 4181. Great Neck village,New York 4230. New Paltz town,New York 4277. Suffern village,New York 4182. Halfmoon town,New York 4231. New Windsor town,New 4278. Sullivan town,New York 4183. Harrison town,New York York 4279. Sweden town,New York 4184. Harrison village,New York 4232. Newburgh city,New York 4280. Tarrytown village,New York 4185. Haverstraw village,New York 4233. Niskayuna town,New York 4281. Thompson town,New York 4186. Highlands town,New York 4234. North Castle town,New York 4282. Tonawanda city,New York 4187. Horseheads town,New York 4235. North Greenbush town,New 4283. Ulster town,New York 4188. Hyde Park town,New York York 4284. Van Buren town,New York 4189. Ithaca town,New York 4236. Ogden town,New York 4285. Vestal town,New York 4190. Jamestown city,New York 4237. Ogdensburg city,New York 4286. Victor town,New York 4191. Johnson City village,New 4238. Olean city,New York 4287. Wallkill town,New York York 4239. Oneida city,New York 4288. Wappinger town,New York 4192. Kenmore village,New York 4240. Oneonta city,New York 4289. Watertown city,New York 4193. Kent town,New York 4241. Onondaga town,New York 4290. Wawarsing town,New York 4194. Kingsbury town,New York 4242. Ontario town,New York 4291. West Haverstraw village,New 4195. Kingston city,New York 4243. Orchard Park town,New York York 4196. Kirkland town,New York 4244. Ossining village,New York 4292. Westbury village,New York 4197. Kiryas Joel village,New York 4245. Oswego city,New York 4293. Wheatfield town,New York 4198. La Grange town,New York 4246. Owego town,New York 4294. Whitestown town,New York 4199. Lackawanna city,New York 4247. Palm Tree town,New York 4295. Wilton town,New York 4200. Lake Grove village,New York 4248. Parma town,New York 4296. Woodbury town,New York 4201. Lancaster village,New York 4249. Patchogue village,New York 4297. Woodbury village,New York 4202. Lansing town,New York 4250. Patterson town,New York 4298. Yates County,New York 4203. Le Ray town,New York 4251. Peekskill city,New York 4299. Alamance County,North 4204. Lewis County,New York 4252. Pelham town,New York Carolina* 4205. Lewisboro town,New York 4253. Pittsford town,New York 4300. Alexander County,North 4206. Lewiston town,New York 4254. Plattekill town,New York Carolina I-30 4301. Apex town,North Carolina* 4331. Forsyth County,North 4360. Macon County,North 4302. Asheville city,North Carolina Carolina* Carolina* * 4332. Franklin County,North 4361. Matthews town,North 4303. Beaufort County,North Carolina* Carolina* Carolina* 4333. Fuquay-Varina town,North 4362. McDowell County,North 4304. Bladen County,North Carolina* Carolina* Carolina* 4334. Garner town,North Carolina* 4363. Mecklenburg County,North 4305. Brunswick County,North 4335. Gaston County,North Carolina* Carolina* Carolina* 4364. Monroe city,North Carolina 4306. Buncombe County,North 4336. Gastonia city,North Carolina 4365. Moore County,North Carolina Carolina* 4307. Burke County,North Carolina 4337. Goldsboro city,North 4366. Mooresville town,North * Carolina* Carolina* 4308. Burlington city,North 4338. Granville County,North 4367. Nash County,North Carolina Carolina* Carolina* 4309. Cabarrus County,North 4339. Greensboro city,North 4368. New Hanover County,North Carolina* Carolina* Carolina* 4310. Caldwell County,North 4340. Greenville city,North 4369. Onslow County,North Carolina* Carolina* Carolina* 4311. Carteret County,North 4341. Guilford County,North 4370. Orange County,North Carolina* Carolina* Carolina* 4312. Cary town,North Carolina* 4342. Halifax County,North 4371. Pasquotank County,North 4313. Catawba County,North Carolina* Carolina* Carolina* 4343. Harnett County,North 4372. Pender County,North 4314. Chapel Hill town,North Carolina* Carolina* Carolina* 4344. Haywood County,North 4373. Person County,North Carolina 4315. Charlotte city,North Carolina Carolina* * 4345. Henderson County,North 4374. Pitt County,North Carolina 4316. Chatham County,North Carolina* 4375. Raleigh city,North Carolina Carolina* 4346. Hickory city,North Carolina* 4376. Randolph County,North 4317. Cleveland County,North 4347. High Point city,North Carolina* Carolina* Carolina* 4377. Richmond County,North 4318. Columbus County,North 4348. Hoke County,North Carolina Carolina* Carolina* * 4378. Robeson County,North 4319. Concord city,North Carolina* 4349. Holly Springs town,North Carolina* 4320. Cornelius town,North Carolina* 4379. Rockingham County,North Carolina* 4350. Huntersville town,North Carolina* 4321. Craven County,North Carolina* 4380. Rocky Mount city,North Carolina* 4351. Indian Trail town,North Carolina* 4322. Cumberland County,North Carolina* 4381. Rowan County,North Carolina* 4352. Iredell County,North Carolina Carolina* 4323. Dare County,North Carolina* * 4382. Rutherford County,North 4324. Davidson County,North 4353. Jackson County,North Carolina* Carolina* Carolina* 4383. Salisbury city,North Carolina 4325. Davie County,North Carolina 4354. Jacksonville city,North * Carolina* 4384. Sampson County,North 4326. Duplin County,North 4355. Johnston County,North Carolina* Carolina* Carolina* 4385. Sanford city,North Carolina 4327. Durham city,North Carolina* 4356. Kannapolis city,North 4386. Scotland County,North 4328. Durham County,North Carolina* Carolina* Carolina* 4357. Lee County,North Carolina* 4387. Stanly County,North Carolina 4329. Edgecombe County,North 4358. Lenoir County,North Carolina Carolina* * 4388. Stokes County,North Carolina 4330. Fayetteville city,North 4359. Lincoln County,North Carolina* Carolina* I-31 4389. Surry County,North Carolina 4422. Davidson town,North 4455. Mount Holly city,North * Carolina Carolina 4390. Transylvania County,North 4423. Eden city,North Carolina 4456. New Bern city,North Carolina Carolina* 4424. Elizabeth City city,North 4457. Newton city,North Carolina 4391. Union County,North Carolina Carolina 4458. Northampton County,North * 4425. Elon town,North Carolina Carolina 4392. Vance County,North Carolina 4426. Gates County,North Carolina 4459. Pamlico County,North * 4427. Graham city,North Carolina Carolina 4393. Wake County,North Carolina 4428. Greene County,North 4460. Perquimans County,North * Carolina Carolina 4394. Wake Forest town,North 4429. Harrisburg town,North 4461. Pinehurst village,North Carolina* Carolina Carolina 4395. Watauga County,North 4430. Havelock city,North Carolina 4462. Polk County,North Carolina Carolina* 4431. Henderson city,North 4463. Reidsville city,North Carolina 4396. Wayne County,North Carolina 4464. Roanoke Rapids city,North Carolina* 4432. Hendersonville city,North Carolina 4397. Wilkes County,North Carolina 4465. Shelby city,North Carolina Carolina* 4433. Hertford County,North 4466. Smithfield town,North 4398. Wilmington city,North Carolina Carolina Carolina* 4434. Hope Mills town,North 4467. Southern Pines town,North 4399. Wilson city,North Carolina* Carolina Carolina 4400. Wilson County,North 4435. Kernersville town,North 4468. Spring Lake town,North Carolina* Carolina Carolina 4401. Winston-Salem city,North 4436. Kings Mountain city,North 4469. Stallings town,North Carolina Carolina* Carolina 4470. Statesville city,North Carolina 4402. Yadkin County,North 4437. Kinston city,North Carolina 4471. Summerfield town,North Carolina* 4438. Knightdale town,North Carolina 4403. Albemarle city,North Carolina 4472. Swain County,North Carolina Carolina 4439. Laurinburg city,North 4473. Tarboro town,North Carolina 4404. Alleghany County,North Carolina 4474. Thomasville city,North Carolina 4440. Leland town,North Carolina Carolina 4405. Anson County,North Carolina 4441. Lenoir city,North Carolina 4475. Warren County,North 4406. Archdale city,North Carolina 4442. Lewisville town,North Carolina 4407. Ashe County,North Carolina Carolina 4476. Washington County,North 4408. Asheboro city,North Carolina 4443. Lexington city,North Carolina Carolina 4409. Avery County,North Carolina 4444. Lincolnton city,North 4477. Waxhaw town,North Carolina 4410. Belmont city,North Carolina Carolina 4478. Waynesville town,North 4411. Bertie County,North Carolina 4445. Lumberton city,North Carolina 4412. Boone town,North Carolina Carolina 4479. Weddington town,North 4413. Camden County,North 4446. Madison County,North Carolina Carolina Carolina 4480. Yancey County,North 4414. Carrboro town,North Carolina 4447. Martin County,North Carolina Carolina 4415. Caswell County,North 4448. Mebane city,North Carolina 4481. Bismarck city,North Dakota Carolina 4449. Mint Hill town,North 4482. Burleigh County,North 4416. Cherokee County,North Carolina Dakota* Carolina 4450. Mitchell County,North 4483. Cass County,North Dakota 4417. Chowan County,North Carolina 4484. Fargo city,North Dakota Carolina 4451. Montgomery County,North 4485. Grand Forks city,North 4418. Clay County,North Carolina Carolina Dakota* 4419. Clayton town,North Carolina 4452. Morganton city,North 4486. Grand Forks County,North 4420. Clemmons village,North Carolina Dakota* Carolina 4453. Morrisville town,North 4487. Minot city,North Dakota 4421. Currituck County,North Carolina 4488. Morton County,North Dakota Carolina 4454. Mount Airy city,North Carolina 4489. Stark County,North Dakota I-32 4490. Ward County,North Dakota* 4539. Cuyahoga Falls city,Ohio* 4594. Marion County,Ohio* 4491. West Fargo city,North Dakota 4540. Darke County,Ohio* 4595. Marion township,Ohio * 4541. Dayton city,Ohio* 4596. Mason city,Ohio* 4492. Williams County,North 4542. Deerfield township,Ohio* 4597. Massillon city,Ohio Dakota* 4543. Defiance County,Ohio * 4598. Medina County,Ohio 4493. Barnes County,North Dakota 4544. Delaware city,Ohio* 4599. Mentor city,Ohio* 4494. Dickinson city,North Dakota 4545. Delaware County,Ohio* 4600. Mercer County,Ohio 4495. Jamestown city,North Dakota 4546. Dublin city,Ohio* 4601. Miami County,Ohio 4496. Mandan city,North Dakota 4547. Elyria city,Ohio* 4602. Miami township,Ohio 4497. McKenzie County,North 4548. Erie County,Ohio * 4603. Miami township,Ohio Dakota 4549. Euclid city,Ohio* 4604. Middletown city,Ohio 4498. Mountrail County,North 4550. Fairborn city,Ohio* 4605. Mifflin township,Ohio Dakota 4551. Fairfield city,Ohio* 4606. Montgomery County,Ohio 4499. Ramsey County,North Dakota 4552. Fairfield County,Ohio* 4607. Morrow County,Ohio * 4500. Richland County,North 4553. Findlay city,Ohio* 4608. Muskingum County,Ohio Dakota 4554. Franklin County,Ohio* 4609. Newark city,Ohio* 4501. Rolette County,North Dakota 4555. Franklin township,Ohio* 4610. North Olmsted city,Ohio 4502. Stutsman County,North 4556. Fulton County,Ohio* 4611. North Ridgeville city,Ohio Dakota 4557. Gahanna city,Ohio* 4612. North Royalton city,Ohio 4503. Walsh County,North Dakota 4558. Geauga County,Ohio* 4613. Norwich township,Ohio 4504. Williston city,North Dakota 4559. Green township,Ohio* 4614. Orange township,Ohio 4505. Akron city,Ohio * 4560. Greene County,Ohio* 4615. Ottawa County,Ohio 4506. Allen County,Ohio * 4561. Grove City city,Ohio * 4616. Parma city,Ohio * 4507. Anderson township,Ohio* 4562. Guernsey County,Ohio* 4617. Perry County,Ohio 4508. Ashland County,Ohio * 4563. Hamilton city,Ohio* 4618. Pickaway County,Ohio 4509. Ashtabula County,Ohio* 4564. Hamilton County,Ohio* 4619. Plain township,Ohio 4510. Athens County,Ohio* 4565. Hancock County,Ohio* 4620. Portage County,Ohio 4511. Athens township,Ohio * 4566. Hardin County,Ohio * 4621. Preble County,Ohio * 4512. Auglaize County,Ohio * 4567. Highland County,Ohio* 4622. Putnam County,Ohio 4513. Austintown township,Ohio* 4568. Hilliard city,Ohio * 4623. Reynoldsburg city,Ohio 4514. Bath township,Ohio* 4569. Holmes County,Ohio* 4624. Richland County,Ohio 4515. Beavercreek city,Ohio* 4570. Huber Heights city,Ohio * 4625. Ross County,Ohio* 4516. Beavercreek township,Ohio* 4571. Huron County,Ohio* 4626. Sandusky County,Ohio 4517. Belmont County,Ohio* 4572. Jackson County,Ohio* 4627. Scioto County,Ohio 4518. Boardman township,Ohio* 4573. Jackson township,Ohio * 4628. Seneca County,Ohio 4519. Bowling Green city,Ohio * 4574. Jackson township,Ohio * 4629. Shelby County,Ohio 4520. Brown County,Ohio* 4575. Jefferson County,Ohio* 4630. Springfield city,Ohio 4521. Brunswick city,Ohio* 4576. Kettering city,Ohio* 4631. Springfield township,Ohio 4522. Butler County,Ohio * 4577. Knox County,Ohio * 4632. Stark County,Ohio 4523. Canton city,Ohio* 4578. Lake County,Ohio* 4633. Stow city,Ohio* 4524. Champaign County,Ohio* 4579. Lakewood city,Ohio * 4634. Strongsville city,Ohio 4525. Cincinnati city,Ohio* 4580. Lancaster city,Ohio* 4635. Summit County,Ohio 4526. Clark County,Ohio* 4581. Lawrence County,Ohio* 4636. Sylvania township,Ohio 4527. Clear Creek township,Ohio* 4582. Liberty township,Ohio* 4637. Toledo city,Ohio * 4528. Clermont County,Ohio* 4583. Liberty township,Ohio* 4638. Trumbull County,Ohio 4529. Cleveland city,Ohio* 4584. Licking County,Ohio* 4639. Tuscarawas County,Ohio 4530. Cleveland Heights city,Ohio* 4585. Lima city,Ohio* 4640. Union County,Ohio * 4531. Clinton County,Ohio* 4586. Logan County,Ohio * 4641. Union township,Ohio 4532. Colerain township,Ohio * 4587. Lorain city,Ohio* 4642. Upper Arlington city,Ohio 4533. Columbiana County,Ohio* 4588. Lorain County,Ohio* 4643. Violet township,Ohio 4534. Columbus city,Ohio* 4589. Lucas County,Ohio* 4644. Warren city,Ohio* 4535. Concord township,Ohio * 4590. Madison County,Ohio* 4645. Warren County,Ohio 4536. Coshocton County,Ohio* 4591. Mahoning County,Ohio* 4646. Washington County,Ohio 4537. Crawford County,Ohio* 4592. Mansfield city,Ohio* 4647. Washington township,Ohio 4538. Cuyahoga County,Ohio* 4593. Marion city,Ohio* 4648. Washington township,Ohio I-33 4649. Wayne County,Ohio* 4702. Copley township,Ohio 4757. Liberty township,Ohio 4650. West Chester township,Ohio 4703. Coshocton city,Ohio 4758. London city,Ohio * 4704. Coventry township,Ohio 4759. Loveland city,Ohio 4651. Westerville city,Ohio* 4705. Defiance city,Ohio 4760. Lyndhurst city,Ohio 4652. Westlake city,Ohio * 4706. Defiance township,Ohio 4761. Macedonia city,Ohio 4653. Williams County,Ohio * 4707. Delhi township,Ohio 4762. Mad River township,Ohio 4654. Wood County,Ohio* 4708. Dover city,Ohio 4763. Madison township,Ohio 4655. Youngstown city,Ohio* 4709. Duchouquet township,Ohio 4764. Madison township,Ohio 4656. Adams County,Ohio 4710. East Cleveland city,Ohio 4765. Madison township,Ohio 4657. Alliance city,Ohio 4711. East Liverpool city,Ohio 4766. Maple Heights city,Ohio 4658. American township,Ohio 4712. Eastlake city,Ohio 4767. Marietta city,Ohio 4659. Amherst city,Ohio 4713. Englewood city,Ohio 4768. Marysville city,Ohio 4660. Ashland city,Ohio 4714. Etna township,Ohio 4769. Maumee city,Ohio 4661. Ashtabula city,Ohio 4715. Fairfield township,Ohio 4770. Mayfield Heights city,Ohio 4662. Ashtabula township,Ohio 4716. Fairview Park city,Ohio 4771. Medina city,Ohio 4663. Athens city,Ohio 4717. Falls township,Ohio 4772. Meigs County,Ohio 4664. Aurora city,Ohio 4718. Fayette County,Ohio 4773. Miami township,Ohio 4665. Avon city,Ohio 4719. Forest Park city,Ohio 4774. Miamisburg city,Ohio 4666. Avon Lake city,Ohio 4720. Fostoria city,Ohio 4775. Middleburg Heights city,Ohio 4667. Bainbridge township,Ohio 4721. Franklin city,Ohio 4776. Monclova township,Ohio 4668. Barberton city,Ohio 4722. Franklin township,Ohio 4777. Monroe city,Ohio 4669. Batavia township,Ohio 4723. Fremont city,Ohio 4778. Monroe County,Ohio 4670. Bay Village city,Ohio 4724. Gallia County,Ohio 4779. Monroe township,Ohio 4671. Beachwood city,Ohio 4725. Garfield Heights city,Ohio 4780. Montgomery city,Ohio 4672. Bedford city,Ohio 4726. Geneva township,Ohio 4781. Montville township,Ohio 4673. Bedford Heights city,Ohio 4727. Genoa township,Ohio 4782. Moorefield township,Ohio 4674. Bellefontaine city,Ohio 4728. Goshen township,Ohio 4783. Morgan County,Ohio 4675. Berea city,Ohio 4729. Granville township,Ohio 4784. Mount Vernon city,Ohio 4676. Bethel township,Ohio 4730. Green city,Ohio 4785. New Albany city,Ohio 4677. Bexley city,Ohio 4731. Green township,Ohio 4786. New Franklin city,Ohio 4678. Blue Ash city,Ohio 4732. Greenville city,Ohio 4787. New Philadelphia city,Ohio 4679. Brecksville city,Ohio 4733. Greenville township,Ohio 4788. Niles city,Ohio 4680. Brimfield township,Ohio 4734. Hamilton township,Ohio 4789. Noble County,Ohio 4681. Broadview Heights city,Ohio 4735. Harrison city,Ohio 4790. North Canton city,Ohio 4682. Brook Park city,Ohio 4736. Harrison County,Ohio 4791. Norton city,Ohio 4683. Brooklyn city,Ohio 4737. Harrison township,Ohio 4792. Norwalk city,Ohio 4684. Brunswick Hills township, 4738. Harrison township,Ohio 4793. Norwood city,Ohio Ohio 4739. Heath city,Ohio 4794. Olmsted township,Ohio 4685. Bucyrus city,Ohio 4740. Henry County,Ohio 4795. Oregon city,Ohio 4686. Cambridge city,Ohio 4741. Hocking County,Ohio 4796. Oxford city,Ohio 4687. Cambridge township,Ohio 4742. Howland township,Ohio 4797. Oxford township,Ohio 4688. Canfield township,Ohio 4743. Hubbard township,Ohio 4798. Painesville city,Ohio 4689. Canton township,Ohio 4744. Hudson city,Ohio 4799. Painesville township,Ohio 4690. Carroll County,Ohio 4745. Huron township,Ohio 4800. Paris township,Ohio 4691. Celina city,Ohio 4746. Ironton city,Ohio 4801. Parma Heights city,Ohio 4692. Centerville city,Ohio 4747. Jefferson township,Ohio 4802. Pataskala city,Ohio 4693. Chester township,Ohio 4748. Jefferson township,Ohio 4803. Paulding County,Ohio 4694. Chillicothe city,Ohio 4749. Kent city,Ohio 4804. Pease township,Ohio 4695. Chippewa township,Ohio 4750. Lake township,Ohio 4805. Perkins township,Ohio 4696. Circleville city,Ohio 4751. Lake township,Ohio 4806. Perry township,Ohio 4697. Clayton city,Ohio 4752. Lake township,Ohio 4807. Perry township,Ohio 4698. Clinton township,Ohio 4753. Lawrence township,Ohio 4808. Perrysburg city,Ohio 4699. Concord township,Ohio 4754. Lebanon city,Ohio 4809. Perrysburg township,Ohio 4700. Concord township,Ohio 4755. Lemon township,Ohio 4810. Pickerington city,Ohio 4701. Conneaut city,Ohio 4756. Liberty township,Ohio 4811. Pierce township,Ohio I-34 4812. Pike County,Ohio 4866. Urbana township,Ohio 4913. Norman city,Oklahoma 4813. Piqua city,Ohio 4867. Van Wert city,Ohio 4914. Oklahoma City city, 4814. Plain township,Ohio 4868. Van Wert County,Ohio Oklahoma* 4815. Pleasant township,Ohio 4869. Vandalia city,Ohio 4915. Oklahoma County,Oklahoma 4816. Poland township,Ohio 4870. Vermilion city,Ohio 4817. Portsmouth city,Ohio 4871. Vinton County,Ohio 4916. Okmulgee County,Oklahoma 4818. Powell city,Ohio 4872. Wadsworth city,Ohio 4819. Prairie township,Ohio 4873. Warrensville Heights city, 4917. Osage County,Oklahoma 4820. Ravenna city,Ohio Ohio 4918. Ottawa County,Oklahoma 4821. Reading city,Ohio 4874. Washington Court House city, 4919. Owasso city,Oklahoma* 4822. Richland township,Ohio Ohio 4920. Payne County,Oklahoma 4823. Richmond Heights city,Ohio 4875. Weathersfield township,Ohio 4921. Pittsburg County,Oklahoma* 4824. Riverside city,Ohio 4876. West Carrollton city,Ohio 4922. Pontotoc County,Oklahoma* 4825. Rocky River city,Ohio 4877. Whitehall city,Ohio 4923. Pottawatomie County, 4826. Sagamore Hills township, 4878. Wickliffe city,Ohio Oklahoma* Ohio 4879. Willoughby city,Ohio 4924. Rogers County,Oklahoma 4827. Salem city,Ohio 4880. Willowick city,Ohio 4925. Sequoyah County,Oklahoma 4828. Sandusky city,Ohio 4881. Wilmington city,Ohio 4829. Scioto township,Ohio 4882. Wooster city,Ohio 4926. Shawnee city,Oklahoma 4830. Scioto township,Ohio 4883. Worthington city,Ohio 4927. Stephens County,Oklahoma* 4831. Seven Hills city,Ohio 4884. Wyandot County,Ohio 4928. Stillwater city,Oklahoma 4832. Shaker Heights city,Ohio 4885. Xenia city,Ohio 4929. Tulsa city,Oklahoma* 4833. Sharon township,Ohio 4886. Zanesville city,Ohio 4930. Tulsa County,Oklahoma 4834. Sharonville city,Ohio 4887. Bartlesville city,Oklahoma * 4931. Wagoner County,Oklahoma* 4835. Shawnee township,Ohio 4888. Broken Arrow city,Oklahoma 4932. Washington County, 4836. Sidney city,Ohio * Oklahoma* 4837. Solon city,Ohio 4889. Bryan County,Oklahoma* 4933. Ada city,Oklahoma 4838. South Euclid city,Ohio 4890. Canadian County,Oklahoma* 4934. Adair County,Oklahoma 4839. Springboro city,Ohio 4891. Carter County,Oklahoma* 4935. Altus city,Oklahoma 4840. Springdale city,Ohio 4892. Cherokee County,Oklahoma* 4936. Ardmore city,Oklahoma 4841. Springfield township,Ohio 4893. Cleveland County,Oklahoma 4937. Atoka County,Oklahoma 4842. Springfield township,Ohio * 4938. Beckham County,Oklahoma 4843. Springfield township,Ohio 4894. Comanche County,Oklahoma 4939. Bethany city,Oklahoma 4844. Springfield township,Ohio * 4940. Bixby city,Oklahoma 4845. St.Marys township,Ohio 4895. Creek County,Oklahoma* 4941. Caddo County,Oklahoma 4846. Steubenville city,Ohio 4896. Delaware County,Oklahoma* 4942. Chickasha city,Oklahoma 4847. Streetsboro city,Ohio 4897. Edmond city,Oklahoma* 4943. Choctaw city,Oklahoma 4848. Struthers city,Ohio 4898. Enid city,Oklahoma* 4944. Choctaw County,Oklahoma 4849. Sycamore township,Ohio 4899. Garfield County,Oklahoma* 4945. Claremore city,Oklahoma 4850. Sylvania city,Ohio 4900. Grady County,Oklahoma* 4946. Coweta city,Oklahoma 4851. Symmes township,Ohio 4901. Kay County,Oklahoma* 4947. Craig County,Oklahoma 4852. Tallmadge city,Ohio 4902. Lawton city,Oklahoma* 4948. Custer County,Oklahoma 4853. Tiffin city,Ohio 4903. Le Flore County,Oklahoma* 4949. Del City city,Oklahoma 4854. Tipp City city,Ohio 4904. Lincoln County,Oklahoma* 4950. Duncan city,Oklahoma 4855. Trenton city,Ohio 4905. Logan County,Oklahoma* 4951. Durant city,Oklahoma 4856. Trotwood city,Ohio 4906. Mayes County,Oklahoma * 4952. El Reno city,Oklahoma 4857. Troy city,Ohio 4907. McClain County,Oklahoma* 4953. Elk City city,Oklahoma 4858. Truro township,Ohio 4908. McCurtain County,Oklahoma 4954. Garvin County,Oklahoma 4859. Turtlecreek township,Ohio * 4955. Glenpool city,Oklahoma 4860. Twinsburg city,Ohio 4909. Midwest City city,Oklahoma 4956. Guthrie city,Oklahoma 4861. Union township,Ohio * 4957. Guymon city,Oklahoma 4862. Union township,Ohio 4910. Moore city,Oklahoma* 4958. Haskell County,Oklahoma 4863. University Heights city,Ohio 4911. Muskogee city,Oklahoma* 4959. Hughes County,Oklahoma 4864. Upper township,Ohio 4912. Muskogee County,Oklahoma 4960. Jackson County,Oklahoma 4865. Urbana city,Ohio * 4961. Jenks city,Oklahoma I-35 4962. Johnston County,Oklahoma 5016. McMinnville city,Oregon* 5071. Woodburn city,Oregon 4963. Kingfisher County,Oklahoma 5017. Medford city,Oregon* 5072. Abington township, 4964. Latimer County,Oklahoma 5018. Multnomah County,Oregon* Pennsylvania* 4965. Love County,Oklahoma 5019. Oregon City city,Oregon* 5073. Adams County,Pennsylvania 4966. Marshall County,Oklahoma 5020. Polk County,Oregon* 4967. McAlester city,Oklahoma 5021. Portland city,Oregon* 5074. Allegheny County, 4968. McIntosh County,Oklahoma 5022. Redmond city,Oregon* Pennsylvania* 4969. Miami city,Oklahoma 5023. Salem city,Oregon* 5075. Allentown city,Pennsylvania 4970. Murray County,Oklahoma 5024. Springfield city,Oregon 4971. Mustang city,Oklahoma 5025. Tigard city,Oregon* 5076. Altoona city,Pennsylvania 4972. Newcastle city,Oklahoma 5026. Umatilla County,Oregon* 5077. Armstrong County, 4973. Noble County,Oklahoma 5027. Washington County,Oregon* Pennsylvania* 4974. Nowata County,Oklahoma 5028. Yamhill County,Oregon* 5078. Beaver County,Pennsylvania 4975. Okfuskee County,Oklahoma 5029. Ashland city,Oregon 4976. Okmulgee city,Oklahoma 5030. Astoria city,Oregon 5079. Bedford County,Pennsylvania 4977. Pawnee County,Oklahoma 5031. Baker County,Oregon 4978. Ponca City city,Oklahoma 5032. Canby city,Oregon 5080. Bensalem township, 4979. Pushmataha County, 5033. Central Point city,Oregon Pennsylvania* Oklahoma 5034. Coos Bay city,Oregon 5081. Berks County,Pennsylvania 4980. Sand Springs city,Oklahoma 5035. Cornelius city,Oregon 5082. Bethel Park municipality, 4981. Sapulpa city,Oklahoma 5036. Cottage Grove city,Oregon Pennsylvania* 4982. Seminole County,Oklahoma 5037. Crook County,Oregon 5083. Bethlehem city,Pennsylvania 4983. Tahlequah city,Oklahoma 5038. Curry County,Oregon 4984. Texas County,Oklahoma 5039. Dallas city,Oregon 5084. Blair County,Pennsylvania 4985. Warr Acres city,Oklahoma 5040. Forest Grove city,Oregon 5085. Bradford County, 4986. Washita County,Oklahoma 5041. Gladstone city,Oregon Pennsylvania* 4987. Weatherford city,Oklahoma 5042. Happy Valley city,Oregon 5086. Bristol township,Pennsylvania 4988. Woodward city,Oklahoma 5043. Hermiston city,Oregon 4989. Woodward County,Oklahoma 5044. Hood River County,Oregon 5087. Bucks County,Pennsylvania* 4990. Yukon city,Oklahoma 5045. Independence city,Oregon 5088. Butler County,Pennsylvania* 4991. Albany city,Oregon* 5046. Jefferson County,Oregon 5089. Cambria County,Pennsylvania 4992. Beaverton city,Oregon* 5047. Klamath Falls city,Oregon 4993. Bend city,Oregon* 5048. La Grande city,Oregon 5090. Carbon County,Pennsylvania 4994. Benton County,Oregon* 5049. Lebanon city,Oregon 4995. Clackamas County,Oregon* 5050. Milwaukie city,Oregon 5091. Centre County,Pennsylvania 4996. Clatsop County,Oregon* 5051. Monmouth city,Oregon 5092. Cheltenham township, 4997. Columbia County,Oregon* 5052. Morrow County,Oregon Pennsylvania* 4998. Coos County,Oregon* 5053. Newberg city,Oregon 5093. Chester city,Pennsylvania 4999. Corvallis city,Oregon* 5054. Newport city,Oregon 5094. Chester County,Pennsylvania 5000. Deschutes County,Oregon* 5055. Ontario city,Oregon 5001. Douglas County,Oregon* 5056. Pendleton city,Oregon 5095. Clarion County,Pennsylvania 5002. Eugene city,Oregon* 5057. Prineville city,Oregon 5003. Grants Pass city,Oregon* 5058. Roseburg city,Oregon 5096. Clearfield County, 5004. Gresham city,Oregon* 5059. Sandy city,Oregon Pennsylvania* 5005. Hillsboro city,Oregon* 5060. Sherwood city,Oregon 5097. Clinton County,Pennsylvania 5006. Jackson County,Oregon* 5061. Silverton city,Oregon 5007. Josephine County,Oregon* 5062. St.Helens city,Oregon 5098. Columbia County, 5008. Keizer city,Oregon* 5063. The Dalles city,Oregon Pennsylvania* 5009. Klamath County,Oregon* 5064. Tillamook County,Oregon 5099. Cranberry township, 5010. Lake Oswego city,Oregon* 5065. Troutdale city,Oregon Pennsylvania* 5011. Lane County,Oregon* 5066. Tualatin city,Oregon 5100. Crawford County, 5012. Lincoln County,Oregon* 5067. Union County,Oregon Pennsylvania* 5013. Linn County,Oregon* 5068. Wasco County,Oregon 5101. Cumberland County, 5014. Malheur County,Oregon* 5069. West Linn city,Oregon Pennsylvania 5015. Marion County,Oregon* 5070. Wilsonville city,Oregon I-36 5102. Dauphin County,Pennsylvania 5131. Mercer County,Pennsylvania 5162. Venango County, * * Pennsylvania* 5103. Delaware County, 5132. Middletown township, 5163. Warminster township, Pennsylvania* Pennsylvania* Pennsylvania* 5104. Erie city,Pennsylvania* 5133. Mifflin County,Pennsylvania 5164. Warren County,Pennsylvania 5105. Erie County,Pennsylvania* 5106. Falls township,Pennsylvania* 5134. Millcreek township, 5165. Washington County, 5107. Fayette County,Pennsylvania Pennsylvania* Pennsylvania* * 5135. Monroe County,Pennsylvania 5166. Wayne County,Pennsylvania 5108. Franklin County,Pennsylvania * 5136. Montgomery County, 5167. Westmoreland County, 5109. Greene County,Pennsylvania Pennsylvania* Pennsylvania* * 5137. Mount Lebanon township, 5168. Wilkes-Barre city, 5110. Hampden township, Pennsylvania* Pennsylvania* Pennsylvania* 5138. Norristown borough, 5169. York city,Pennsylvania 5111. Harrisburg city,Pennsylvania Pennsylvania* 5170. York County,Pennsylvania * 5139. North Huntingdon township, 5171. Adams township, 5112. Haverford township, Pennsylvania* Pennsylvania Pennsylvania* 5140. Northampton County, 5172. Amity township,Pennsylvania 5113. Hempfield township, Pennsylvania* 5173. Antrim township, Pennsylvania* 5141. Northampton township, Pennsylvania 5114. Huntingdon County, Pennsylvania* 5174. Aston township,Pennsylvania Pennsylvania* 5142. Northumberland County, 5175. Baldwin borough, 5115. Indiana County,Pennsylvania Pennsylvania* Pennsylvania * 5143. Penn Hills township, 5176. Bethlehem township, 5116. Jefferson County, Pennsylvania* Pennsylvania Pennsylvania* 5144. Perry County,Pennsylvania* 5177. Bloomsburg town, 5117. Lackawanna County, 5145. Philadelphia city/ Pennsylvania Pennsylvania* Philadelphia County, 5178. Buckingham township, 5118. Lancaster city,Pennsylvania* Pennsylvania* Pennsylvania 5119. Lancaster County, 5146. Pike County,Pennsylvania* 5179. Butler city,Pennsylvania Pennsylvania* 5147. Pittsburgh city,Pennsylvania* 5180. Butler township,Pennsylvania 5120. Lawrence County, 5148. Radnor township, 5181. Caln township,Pennsylvania Pennsylvania* Pennsylvania* 5182. Carlisle borough, 5121. Lebanon County, 5149. Reading city,Pennsylvania* Pennsylvania Pennsylvania* 5150. Ridley township,Pennsylvania 5183. Cecil township,Pennsylvania 5122. Lehigh County,Pennsylvania * 5184. Center township,Pennsylvania * 5151. Ross township,Pennsylvania* 5185. Chambersburg borough, 5123. Lower Macungie township, 5152. Schuylkill County, Pennsylvania Pennsylvania* Pennsylvania* 5186. Chestnuthill township, 5124. Lower Makefield township, 5153. Scranton city,Pennsylvania* Pennsylvania Pennsylvania* 5154. Snyder County,Pennsylvania 5187. Coal township,Pennsylvania 5125. Lower Merion township, * 5188. Coatesville city,Pennsylvania Pennsylvania* 5155. Somerset County, 5189. College township, 5126. Lower Paxton township, Pennsylvania* Pennsylvania Pennsylvania* 5156. State College borough, 5190. Columbia borough, 5127. Luzerne County,Pennsylvania Pennsylvania* Pennsylvania * 5157. Susquehanna County, 5191. Concord township, 5128. Lycoming County, Pennsylvania* Pennsylvania Pennsylvania* 5158. Tioga County,Pennsylvania* 5192. Coolbaugh township, 5129. Manheim township, 5159. Union County,Pennsylvania* Pennsylvania Pennsylvania* 5160. Upper Darby township, 5193. Cumru township, 5130. McKean County,Pennsylvania Pennsylvania* Pennsylvania * 5161. Upper Merion township, 5194. Darby borough,Pennsylvania Pennsylvania* 5195. Derry township,Pennsylvania I-37 5196. Derry township,Pennsylvania 5227. Greensburg city,Pennsylvania 5258. Lower Moreland township, 5197. Dingman township, 5228. Guilford township, Pennsylvania Pennsylvania Pennsylvania 5259. Lower Pottsgrove township, 5198. Douglass township, 5229. Hamilton township, Pennsylvania Pennsylvania Pennsylvania 5260. Lower Providence township, 5199. Dover township,Pennsylvania 5230. Hampton township, Pennsylvania 5200. Doylestown township, Pennsylvania 5261. Lower Salford township, Pennsylvania 5231. Hanover borough, Pennsylvania 5201. Dunmore borough, Pennsylvania 5262. Lower Saucon township, Pennsylvania 5232. Hanover township, Pennsylvania 5202. East Cocalico township, Pennsylvania 5263. Lower Southampton township, Pennsylvania 5233. Hanover township, Pennsylvania 5203. East Goshen township, Pennsylvania 5264. Loyalsock township, Pennsylvania 5234. Harborcreek township, Pennsylvania 5204. East Hempfield township, Pennsylvania 5265. Manchester township, Pennsylvania 5235. Harrison township, Pennsylvania 5205. East Lampeter township, Pennsylvania 5266. Manor township,Pennsylvania Pennsylvania 5236. Hatfield township, 5267. Marple township, 5206. East Norriton township, Pennsylvania Pennsylvania Pennsylvania 5237. Hazleton city,Pennsylvania 5268. McCandless township, 5207. East Pennsboro township, 5238. Hermitage city,Pennsylvania Pennsylvania Pennsylvania 5239. Hilltown township, 5269. McKeesport city, 5208. East Stroudsburg borough, Pennsylvania Pennsylvania Pennsylvania 5240. Hopewell township, 5270. Meadville city,Pennsylvania 5209. East Whiteland township, Pennsylvania 5271. Middle Smithfield township, Pennsylvania 5241. Horsham township, Pennsylvania 5210. Easton city,Pennsylvania Pennsylvania 5272. Middletown township, 5211. Easttown township, 5242. Indiana borough,Pennsylvania Pennsylvania Pennsylvania 5243. Jefferson Hills borough, 5273. Milford township, 5212. Elizabeth township, Pennsylvania Pennsylvania Pennsylvania 5244. Johnstown city,Pennsylvania 5274. Monroeville municipality, 5213. Elizabethtown borough, 5245. Juniata County,Pennsylvania Pennsylvania Pennsylvania 5246. Kingston borough, 5275. Montgomery township, 5214. Elk County,Pennsylvania Pennsylvania Pennsylvania 5215. Emmaus borough, 5247. Lancaster township, 5276. Montour County, Pennsylvania Pennsylvania Pennsylvania 5216. Ephrata borough, 5248. Lansdale borough, 5277. Moon township,Pennsylvania Pennsylvania Pennsylvania 5278. Mount Joy township, 5217. Ephrata township, 5249. Lansdowne borough, Pennsylvania Pennsylvania Pennsylvania 5279. Mount Pleasant township, 5218. Exeter township,Pennsylvania 5250. Lebanon city,Pennsylvania Pennsylvania 5219. Fairview township, 5251. Lehigh township, 5280. Muhlenberg township, Pennsylvania Pennsylvania Pennsylvania 5220. Fairview township, 5252. Lehman township, 5281. Munhall borough, Pennsylvania Pennsylvania Pennsylvania 5221. Ferguson township, 5253. Limerick township, 5282. Murrysville municipality, Pennsylvania Pennsylvania Pennsylvania 5222. Forks township,Pennsylvania 5254. Logan township,Pennsylvania 5283. Nanticoke city,Pennsylvania 5223. Franconia township, 5255. Lower Allen township, 5284. Nether Providence township, Pennsylvania Pennsylvania Pennsylvania 5224. Franklin Park borough, 5256. Lower Burrell city, 5285. New Britain township, Pennsylvania Pennsylvania Pennsylvania 5225. Fulton County,Pennsylvania 5257. Lower Gwynedd township, 5286. New Castle city,Pennsylvania 5226. Greene township, Pennsylvania 5287. New Garden township, Pennsylvania Pennsylvania 1-38 5288. New Hanover township, 5320. Salisbury township, 5351. Upper Moreland township, Pennsylvania Pennsylvania Pennsylvania 5289. New Kensington city, 5321. Sandy township,Pennsylvania 5352. Upper Providence township, Pennsylvania 5322. Scott township,Pennsylvania Pennsylvania 5290. Newberry township, 5323. Shaler township,Pennsylvania 5353. Upper Providence township, Pennsylvania 5324. Sharon city,Pennsylvania Pennsylvania 5291. Newtown township, 5325. Silver Spring township, 5354. Upper Saucon township, Pennsylvania Pennsylvania Pennsylvania 5292. Newtown township, 5326. Skippack township, 5355. Upper Southampton township, Pennsylvania Pennsylvania Pennsylvania 5293. North Fayette township, 5327. Somerset township, 5356. Upper St.Clair township, Pennsylvania Pennsylvania Pennsylvania 5294. North Lebanon township, 5328. South Fayette township, 5357. Upper Uwchlan township, Pennsylvania Pennsylvania Pennsylvania 5295. North Middleton township, 5329. South Lebanon township, 5358. Uwchlan township, Pennsylvania Pennsylvania Pennsylvania 5296. North Strabane township, 5330. South Middleton township, 5359. Warrington township, Pennsylvania Pennsylvania Pennsylvania 5297. North Union township, 5331. South Park township, 5360. Warwick township, Pennsylvania Pennsylvania Pennsylvania 5298. North Whitehall township, 5332. South Union township, 5361. Warwick township, Pennsylvania Pennsylvania Pennsylvania 5299. Palmer township, 5333. South Whitehall township, 5362. Washington city,Pennsylvania Pennsylvania Pennsylvania 5363. Washington township, 5300. Patton township,Pennsylvania 5334. Spring Garden township, Pennsylvania 5301. Penn township,Pennsylvania Pennsylvania 5364. Waynesboro borough, 5302. Penn township,Pennsylvania 5335. Spring township,Pennsylvania Pennsylvania 5303. Peters township,Pennsylvania 5336. Springettsbury township, 5365. West Bradford township, 5304. Phoenixville borough, Pennsylvania Pennsylvania Pennsylvania 5337. Springfield township, 5366. West Chester borough, 5305. Pine township,Pennsylvania Pennsylvania Pennsylvania 5306. Plum borough,Pennsylvania 5338. Springfield township, 5367. West Deer township, 5307. Plumstead township, Pennsylvania Pennsylvania Pennsylvania 5339. St.Marys city,Pennsylvania 5368. West Goshen township, 5308. Plymouth township, 5340. Stroud township,Pennsylvania Pennsylvania Pennsylvania 5341. Susquehanna township, 5369. West Hanover township, 5309. Pocono township, Pennsylvania Pennsylvania Pennsylvania 5342. Swatara township, 5370. West Hempfield township, 5310. Potter County,Pennsylvania Pennsylvania Pennsylvania 5311. Pottstown borough, 5343. Towamencin township, 5371. West Lampeter township, Pennsylvania Pennsylvania Pennsylvania 5312. Pottsville city,Pennsylvania 5344. Tredyffrin township, 5372. West Manchester township, 5313. Rapho township,Pennsylvania Pennsylvania Pennsylvania 5314. Richland township, 5345. Unity township,Pennsylvania 5373. West Mifflin borough, Pennsylvania 5346. Upper Allen township, Pennsylvania 5315. Richland township, Pennsylvania 5374. West Norriton township, Pennsylvania 5347. Upper Chichester township, Pennsylvania 5316. Richland township, Pennsylvania 5375. West Whiteland township, Pennsylvania 5348. Upper Dublin township, Pennsylvania 5317. Robinson township, Pennsylvania 5376. Westtown township, Pennsylvania 5349. Upper Gwynedd township, Pennsylvania 5318. Rostraver township, Pennsylvania 5377. White township,Pennsylvania Pennsylvania 5350. Upper Macungie township, 5378. Whitehall borough, 5319. Salisbury township, Pennsylvania Pennsylvania Pennsylvania I-39 5379. Whitehall township, 5407. Gurabo Municipio,Puerto 5434. Anasco Municipio,Puerto Pennsylvania Rico* Rico 5380. Whitemarsh township, 5408. Hatillo Municipio,Puerto Rico 5435. Arroyo Municipio,Puerto Pennsylvania * Rico 5381. Whitpain township, 5409. Humacao Municipio,Puerto 5436. Barceloneta Municipio,Puerto Pennsylvania Rico* Rico 5382. Wilkinsburg borough, 5410. Isabela Municipio,Puerto 5437. Barranquitas Municipio, Pennsylvania Rico* Puerto Rico 5383. Williamsport city, 5411. Juana Diaz Municipio,Puerto 5438. Catano Municipio,Puerto Pennsylvania Rico* Rico 5384. Willistown township, 5412. Juncos Municipio,Puerto Rico 5439. Ceiba Municipio,Puerto Rico Pennsylvania * 5440. Ciales Municipio,Puerto Rico 5385. Windsor township, 5413. Las Piedras Municipio,Puerto 5441. Comerio Municipio,Puerto Pennsylvania Rico* Rico 5386. Worcester township, 5414. Manati Municipio,Puerto 5442. Fajardo Municipio,Puerto Pennsylvania Rico* Rico 5387. Wyoming County, 5415. Mayaguez Municipio,Puerto 5443. Florida Municipio,Puerto Pennsylvania Rico* Rico 5388. Wyomissing borough, 5416. Moca Municipio,Puerto Rico 5444. Guanica Municipio,Puerto Pennsylvania * Rico 5389. Yeadon borough, 5417. Morovis Municipio,Puerto 5445. Guayanilla Municipio,Puerto Pennsylvania Rico* Rico 5390. York township,Pennsylvania 5418. Ponce Municipio,Puerto Rico 5446. Hormigueros Municipio, 5391. Aguada Municipio,Puerto * Puerto Rico Rico* 5419. Rio Grande Municipio,Puerto 5447. Jayuya Municipio,Puerto Rico 5392. Aguadilla Municipio,Puerto Rico* 5448. Lajas Municipio,Puerto Rico Rico* 5420. San German Municipio, 5449. Lares Municipio,Puerto Rico 5393. Arecibo Municipio,Puerto Puerto Rico* 5450. Loiza Municipio,Puerto Rico Rico* 5421. San Juan Municipio,Puerto 5451. Luquillo Municipio,Puerto 5394. Bayamon Municipio,Puerto Rico* Rico Rico* 5422. San Lorenzo Municipio, 5452. Maunabo Municipio,Puerto 5395. Cabo Rojo Municipio,Puerto Puerto Rico* Rico Rico* 5423. San Sebastian Municipio, 5453. Naguabo Municipio,Puerto 5396. Caguas Municipio,Puerto Puerto Rico* Rico Rico* 5424. Toa Alta Municipio,Puerto 5454. Naranjito Municipio,Puerto 5397. Camuy Municipio,Puerto Rico* Rico Rico* 5425. Toa Baja Municipio,Puerto 5455. Orocovis Municipio,Puerto 5398. Can6vanas Municipio,Puerto Rico* Rico Rico* 5426. Trujillo Alto Municipio, 5456. Patillas Municipio,Puerto 5399. Carolina Municipio,Puerto Puerto Rico* Rico Rico* 5427. Vega Alta Municipio,Puerto 5457. Penuelas Municipio,Puerto 5400. Cayey Municipio,Puerto Rico Rico* Rico * 5428. Vega Baja Municipio,Puerto 5458. Quebradillas Municipio, 5401. Cidra Municipio,Puerto Rico Rico* Puerto Rico * 5429. Yabucoa Municipio,Puerto 5459. Rinc6n Municipio,Puerto 5402. Coamo Municipio,Puerto Rico* Rico Rico* 5430. Yauco Municipio,Puerto Rico 5460. Sabana Grande Municipio, 5403. Corozal Municipio,Puerto * Puerto Rico Rico* 5431. Adjuntas Municipio,Puerto 5461. Salinas Municipio,Puerto 5404. Dorado Municipio,Puerto Rico Rico Rico* 5432. Aguas Buenas Municipio, 5462. Santa Isabel Municipio,Puerto 5405. Guayama Municipio,Puerto Puerto Rico Rico Rico* 5433. Aibonito Municipio,Puerto 5463. Utuado Municipio,Puerto 5406. Guaynabo Municipio,Puerto Rico Rico Rico I-40 5464. Villalba Municipio,Puerto 5499. Berkeley County,South 5527. Mount Pleasant town,South Rico Carolina* Carolina* 5465. Coventry town,Rhode Island 5500. Charleston city,South 5528. Myrtle Beach city,South * Carolina* Carolina* 5466. Cranston city,Rhode Island* 5501. Charleston County,South 5529. Newberry County,South 5467. Cumberland town,Rhode Carolina* Carolina* Island* 5502. Cherokee County,South 5530. North Charleston city,South 5468. East Providence city,Rhode Carolina* Carolina* Island* 5503. Chester County,South 5531. Oconee County,South 5469. North Providence town,Rhode Carolina* Carolina* Island* 5504. Chesterfield County,South 5532. Orangeburg County,South 5470. Pawtucket city,Rhode Island* Carolina* Carolina* 5471. Providence city,Rhode Island 5505. Clarendon County,South 5533. Pickens County,South * Carolina* Carolina* 5472. South Kingstown town,Rhode 5506. Colleton County,South 5534. Richland County,South Island* Carolina* Carolina* 5473. Warwick city,Rhode Island* 5507. Columbia city,South Carolina 5535. Rock Hill city,South Carolina 5474. Woonsocket city,Rhode Island* 5508. Darlington County,South 5536. Spartanburg city,South 5475. Barrington town,Rhode Island Carolina* Carolina* 5476. Bristol town,Rhode Island 5509. Dillon County,South Carolina 5537. Spartanburg County,South 5477. Burrillville town,Rhode * Carolina* Island 5510. Dorchester County,South 5538. Summerville town,South 5478. Central Falls city,Rhode Carolina* Carolina* Island 5511. Florence city,South Carolina 5539. Sumter city,South Carolina 5479. East Greenwich town,Rhode * 5540. Sumter County,South Island 5512. Florence County,South Carolina* 5480. Glocester town,Rhode Island Carolina* 5541. Williamsburg County,South 5481. Johnston town,Rhode Island 5513. Georgetown County,South Carolina* 5482. Lincoln town,Rhode Island Carolina* 5542. York County,South Carolina 5483. Middletown town,Rhode 5514. Goose Creek city,South Island Carolina* 5543. Abbeville County,South 5484. Narragansett town,Rhode 5515. Greenville city,South Carolina Island Carolina* 5544. Anderson city,South Carolina 5485. Newport city,Rhode Island 5516. Greenville County,South 5545. Bamberg County,South 5486. North Kingstown town,Rhode Carolina* Carolina Island 5517. Greenwood County,South 5546. Barnwell County,South 5487. North Smithfield town,Rhode Carolina* Carolina Island 5518. Greer city,South Carolina* 5547. Beaufort city,South Carolina 5488. Portsmouth town,Rhode 5519. Hilton Head Island town, 5548. Bluffton town,South Carolina Island South Carolina* 5549. Calhoun County,South 5489. Scituate town,Rhode Island 5520. Horry County,South Carolina Carolina 5490. Smithfield town,Rhode Island * 5550. Cayce city,South Carolina 5491. Tiverton town,Rhode Island 5521. Jasper County,South Carolina 5551. Clemson city,South Carolina 5492. Warren town,Rhode Island * 5552. Conway city,South Carolina 5493. West Warwick town,Rhode 5522. Kershaw County,South 5553. Easley city,South Carolina Island Carolina* 5554. Edgefield County,South 5494. Westerly town,Rhode Island 5523. Lancaster County,South Carolina 5495. Aiken city,South Carolina* Carolina* 5555. Fairfield County,South 5496. Aiken County,South Carolina 5524. Laurens County,South Carolina * Carolina* 5556. Forest Acres city,South 5497. Anderson County,South 5525. Lexington County,South Carolina Carolina* Carolina* 5557. Fort Mill town,South Carolina 5498. Beaufort County,South 5526. Marion County,South 5558. Fountain Inn city,South Carolina* Carolina* Carolina I-41 5559. Gaffney city,South Carolina 5594. Codington County,South 5639. Greene County,Tennessee * 5560. Greenwood city,South Dakota 5640. Hamblen County,Tennessee Carolina 5595. Davison County,South 5641. Hamilton County,Tennessee 5561. Hampton County,South Dakota 5642. Hawkins County,Tennessee Carolina 5596. Hughes County,South Dakota 5643. Hendersonville city, 5562. Hanahan city,South Carolina 5597. Huron city,South Dakota Tennessee * 5563. Irmo town,South Carolina 5598. Lake County,South Dakota 5644. Henry County,Tennessee 5564. James Island town,South 5599. Lawrence County,South 5645. Jackson city,Tennessee * Carolina Dakota 5646. Jefferson County,Tennessee 5565. Lee County,South Carolina 5600. Meade County,South Dakota 5647. Johnson City city,Tennessee 5566. Lexington town,South 5601. Mitchell city,South Dakota 5648. Kingsport city,Tennessee Carolina 5602. Oglala Lakota County,South 5649. Knox County,Tennessee 5567. Marlboro County,South Dakota 5650. Knoxville city,Tennessee Carolina 5603. Pierre city,South Dakota 5651. La Vergne city,Tennessee 5568. Mauldin city,South Carolina 5604. Roberts County,South Dakota 5652. Lawrence County,Tennessee 5569. Moncks Corner town,South 5605. Spearfish city,South Dakota Carolina 5606. Todd County,South Dakota 5653. Lebanon city,Tennessee 5570. Newberry city,South Carolina 5607. Union County,South Dakota 5654. Lincoln County,Tennessee * 5571. North Augusta city,South 5608. Vermillion city,South Dakota 5655. Loudon County,Tennessee * Carolina 5609. Watertown city,South Dakota 5656. Madison County,Tennessee * 5572. North Myrtle Beach city, 5610. Yankton city,South Dakota 5657. Marshall County,Tennessee * South Carolina 5611. Yankton County,South 5658. Maury County,Tennessee * 5573. Orangeburg city,South Dakota 5659. McMinn County,Tennessee * Carolina 5612. Anderson County,Tennessee 5660. Memphis city,Tennessee * 5574. Port Royal town,South * 5661. Monroe County,Tennessee * Carolina 5613. Bartlett city,Tennessee * 5662. Montgomery County, 5575. Saluda County,South Carolina 5614. Bedford County,Tennessee * Tennessee* 5576. Simpsonville city,South 5615. Blount County,Tennessee * 5663. Morristown city,Tennessee * Carolina 5616. Bradley County,Tennessee * 5664. Mount Juliet city,Tennessee 5577. Tega Cay city,South Carolina 5617. Brentwood city,Tennessee * 5665. Murfreesboro city,Tennessee 5578. Union County,South Carolina 5618. Campbell County,Tennessee 5579. West Columbia city,South * 5666. Nashville-Davidson Carolina 5619. Carter County,Tennessee * metropolitan government, 5580. Brookings County,South 5620. Chattanooga city,Tennessee * Tennessee * Dakota* 5621. Cheatham County,Tennessee 5667. Obion County,Tennessee 5581. Brown County,South Dakota * 5668. Putnam County,Tennessee * 5622. Claiborne County,Tennessee 5669. Rhea County,Tennessee * 5582. Lincoln County,South Dakota * 5670. Roane County,Tennessee * 5623. Clarksville city,Tennessee * 5671. Robertson County,Tennessee 5583. Minnehaha County,South 5624. Cleveland city,Tennessee Dakota* 5625. Cocke County,Tennessee * 5672. Rutherford County,Tennessee 5584. Pennington County,South 5626. Coffee County,Tennessee Dakota* 5627. Collierville town,Tennessee * 5673. Sevier County,Tennessee 5585. Rapid City city,South Dakota 5628. Columbia city,Tennessee * 5674. Shelby County,Tennessee * 5629. Cookeville city,Tennessee * 5675. Smyrna town,Tennessee * 5586. Sioux Falls city,South Dakota 5630. Cumberland County, 5676. Spring Hill city,Tennessee * Tennessee * 5677. Sullivan County,Tennessee 5587. Aberdeen city,South Dakota 5631. Dickson County,Tennessee * 5678. Sumner County,Tennessee 5588. Beadle County,South Dakota 5632. Dyer County,Tennessee * 5679. Tipton County,Tennessee 5589. Box Elder city,South Dakota 5633. Fayette County,Tennessee * 5680. Warren County,Tennessee 5590. Brandon city,South Dakota 5634. Franklin city,Tennessee * 5681. Washington County, 5591. Brookings city,South Dakota 5635. Franklin County,Tennessee* Tennessee * 5592. Butte County,South Dakota 5636. Gallatin city,Tennessee * 5682. Weakley County,Tennessee 5593. Clay County,South Dakota 5637. Germantown city,Tennessee * 5683. Williamson County, 5638. Gibson County,Tennessee * Tennessee I-42 5684. Wilson County,Tennessee * 5737. Paris city,Tennessee 5792. Comal County,Texas* 5685. Arlington town,Tennessee 5738. Polk County,Tennessee 5793. Conroe city,Texas * 5686. Athens city,Tennessee 5739. Portland city,Tennessee 5794. Cooke County,Texas * 5687. Benton County,Tennessee 5740. Red Bank city,Tennessee 5795. Coppell city,Texas * 5688. Bledsoe County,Tennessee 5741. Scott County,Tennessee 5796. Copperas Cove city,Texas 5689. Bristol city,Tennessee 5742. Sequatchie County,Tennessee 5797. Corpus Christi city,Texas 5690. Cannon County,Tennessee 5743. Sevierville city,Tennessee 5798. Coryell County,Texas 5691. Carroll County,Tennessee 5744. Shelbyville city,Tennessee 5799. Dallas city,Texas * 5692. Chester County,Tennessee 5745. Smith County,Tennessee 5800. Dallas County,Texas * 5693. Clinton city,Tennessee 5746. Soddy-Daisy city,Tennessee 5801. Deer Park city,Texas* 5694. Collegedale city,Tennessee 5747. Springfield city,Tennessee 5802. Del Rio city,Texas 5695. Crockett County,Tennessee 5748. Stewart County,Tennessee 5803. Denton city,Texas 5696. Crossville city,Tennessee 5749. Tullahoma city,Tennessee 5804. Denton County,Texas 5697. Decatur County,Tennessee 5750. Unicoi County,Tennessee 5805. DeSoto city,Texas* 5698. DeKalb County,Tennessee 5751. Union City city,Tennessee 5806. Duncanville city,Texas 5699. Dickson city,Tennessee 5752. Union County,Tennessee 5807. Ector County,Texas * 5700. Dyersburg city,Tennessee 5753. Wayne County,Tennessee 5808. Edinburg city,Texas * 5701. East Ridge city,Tennessee 5754. White County,Tennessee 5809. El Paso city,Texas * 5702. Elizabethton city,Tennessee 5755. White House city,Tennessee 5810. El Paso County,Texas 5703. Farragut town,Tennessee 5756. Abilene city,Texas * 5811. Ellis County,Texas 5704. Fentress County,Tennessee 5757. Allen city,Texas * 5812. Erath County,Texas 5705. Giles County,Tennessee 5758. Amarillo city,Texas * 5813. Euless city,Texas * 5706. Goodlettsville city,Tennessee 5759. Anderson County,Texas * 5814. Fannin County,Texas 5707. Grainger County,Tennessee 5760. Angelina County,Texas * 5815. Farmers Branch city,Texas 5708. Greeneville town,Tennessee 5761. Arlington city,Texas * 5816. Flower Mound town,Texas 5709. Grundy County,Tennessee 5762. Atascosa County,Texas * 5817. Fort Bend County,Texas 5710. Hardeman County,Tennessee 5763. Austin city,Texas * 5818. Fort Worth city,Texas * 5711. Hardin County,Tennessee 5764. Austin County,Texas* 5819. Friendswood city,Texas 5712. Hartsville/Trousdale County, 5765. Bastrop County,Texas * 5820. Frisco city,Texas * Tennessee 5766. Baytown city,Texas * 5821. Galveston city,Texas 5713. Haywood County,Tennessee 5767. Beaumont city,Texas * 5822. Galveston County,Texas* 5714. Henderson County,Tennessee 5768. Bedford city,Texas* 5823. Garland city,Texas* 5715. Hickman County,Tennessee 5769. Bee County,Texas* 5824. Georgetown city,Texas 5716. Humphreys County, 5770. Bell County,Texas * 5825. Grand Prairie city,Texas * Tennessee 5771. Bexar County,Texas* 5826. Grapevine city,Texas * 5717. Jackson County,Tennessee 5772. Bowie County,Texas * 5827. Grayson County,Texas 5718. Johnson County,Tennessee 5773. Brazoria County,Texas* 5828. Gregg County,Texas * 5719. Lakeland city,Tennessee 5774. Brazos County,Texas * 5829. Guadalupe County,Texas 5720. Lauderdale County,Tennessee 5775. Brown County,Texas * 5830. Hale County,Texas * 5721. Lawrenceburg city,Tennessee 5776. Brownsville city,Texas* 5831. Haltom City city,Texas 5722. Lewis County,Tennessee 5777. Bryan city,Texas* 5832. Hardin County,Texas * 5723. Lewisburg city,Tennessee 5778. Burleson city,Texas * 5833. Harker Heights city,Texas 5724. Macon County,Tennessee 5779. Burnet County,Texas * 5834. Harlingen city,Texas * 5725. Manchester city,Tennessee 5780. Caldwell County,Texas * 5835. Harris County,Texas * 5726. Marion County,Tennessee 5781. Cameron County,Texas * 5836. Harrison County,Texas 5727. Martin city,Tennessee 5782. Carrollton city,Texas* 5837. Hays County,Texas * 5728. Maryville city,Tennessee 5783. Cass County,Texas * 5838. Henderson County,Texas 5729. McMinnville city,Tennessee 5784. Cedar Hill city,Texas * 5839. Hidalgo County,Texas 5730. McNairy County,Tennessee 5785. Cedar Park city,Texas * 5840. Hill County,Texas* 5731. Meigs County,Tennessee 5786. Chambers County,Texas* 5841. Hood County,Texas 5732. Millington city,Tennessee 5787. Cherokee County,Texas * 5842. Hopkins County,Texas 5733. Morgan County,Tennessee 5788. Cibolo city,Texas* 5843. Houston city,Texas * 5734. Nolensville town,Tennessee 5789. Cleburne city,Texas * 5844. Howard County,Texas 5735. Oak Ridge city,Tennessee 5790. College Station city,Texas* 5845. Hunt County,Texas * 5736. Overton County,Tennessee 5791. Collin County,Texas * 5846. Huntsville city,Texas I-43 5847. Hurst city,Texas * 5901. Polk County,Texas* 5956. Alamo city,Texas 5848. Irving city,Texas* 5902. Port Arthur city,Texas * 5957. Alice city,Texas 5849. Jasper County,Texas * 5903. Potter County,Texas* 5958. Alton city,Texas 5850. Jefferson County,Texas * 5904. Randall County,Texas * 5959. Alvin city,Texas 5851. Jim Wells County,Texas * 5905. Richardson city,Texas * 5960. Andrews city,Texas 5852. Johnson County,Texas * 5906. Rockwall city,Texas* 5961. Andrews County,Texas 5853. Kaufman County,Texas * 5907. Rockwall County,Texas * 5962. Angleton city,Texas 5854. Keller city,Texas * 5908. Rosenberg city,Texas * 5963. Anna city,Texas 5855. Kendall County,Texas* 5909. Round Rock city,Texas * 5964. Aransas County,Texas 5856. Kerr County,Texas* 5910. Rowlett city,Texas * 5965. Athens city,Texas 5857. Killeen city,Texas * 5911. Rusk County,Texas * 5966. Azle city,Texas 5858. Kleberg County,Texas * 5912. San Angelo city,Texas * 5967. Balch Springs city,Texas 5859. Kyle city,Texas * 5913. San Antonio city,Texas * 5968. Bandera County,Texas 5860. La Porte city,Texas * 5914. San Juan city,Texas* 5969. Bay City city,Texas 5861. Lamar County,Texas * 5915. San Marcos city,Texas * 5970. Beeville city,Texas 5862. Lancaster city,Texas* 5916. San Patricio County,Texas* 5971. Bellaire city,Texas 5863. Laredo city,Texas * 5917. Schertz city,Texas* 5972. Bellmead city,Texas 5864. League City city,Texas * 5918. Sherman city,Texas* 5973. Belton city,Texas 5865. Leander city,Texas * 5919. Smith County,Texas* 5974. Benbrook city,Texas 5866. Lewisville city,Texas * 5920. Socorro city,Texas * 5975. Big Spring city,Texas 5867. Liberty County,Texas* 5921. Southlake city,Texas * 5976. Blanco County,Texas 5868. Little Elm city,Texas * 5922. Starr County,Texas * 5977. Boerne city,Texas 5869. Longview city,Texas * 5923. Sugar Land city,Texas* 5978. Bonham city,Texas 5870. Lubbock city,Texas* 5924. Tarrant County,Texas* 5979. Borger city,Texas 5871. Lubbock County,Texas * 5925. Taylor County,Texas* 5980. Bosque County,Texas 5872. Lufkin city,Texas* 5926. Temple city,Texas * 5981. Brenham city,Texas 5873. Mansfield city,Texas * 5927. Texarkana city,Texas * 5982. Brownwood city,Texas 5874. Matagorda County,Texas* 5928. Texas City city,Texas* 5983. Buda city,Texas 5875. Maverick County,Texas * 5929. The Colony city,Texas * 5984. Burkburnett city,Texas 5876. McAllen city,Texas* 5930. Titus County,Texas* 5985. Burleson County,Texas 5877. McKinney city,Texas * 5931. Tom Green County,Texas * 5986. Calhoun County,Texas 5878. McLennan County,Texas* 5932. Travis County,Texas * 5987. Callahan County,Texas 5879. Medina County,Texas * 5933. Tyler city,Texas* 5988. Camp County,Texas 5880. Mesquite city,Texas * 5934. Upshur County,Texas * 5989. Canyon city,Texas 5881. Midland city,Texas * 5935. Val Verde County,Texas * 5990. Celina city,Texas 5882. Midland County,Texas * 5936. Van Zandt County,Texas * 5991. Clay County,Texas 5883. Midlothian city,Texas * 5937. Victoria city,Texas* 5992. Clute city,Texas 5884. Mission city,Texas * 5938. Victoria County,Texas * 5993. Colleyville city,Texas 5885. Missouri City city,Texas * 5939. Waco city,Texas * 5994. Colorado County,Texas 5886. Montgomery County,Texas * 5940. Walker County,Texas* 5995. Comanche County,Texas 5887. Nacogdoches city,Texas * 5941. Waller County,Texas * 5996. Converse city,Texas 5888. Nacogdoches County,Texas * 5942. Washington County,Texas * 5997. Corinth city,Texas 5889. Navarro County,Texas * 5943. Waxahachie city,Texas* 5998. Corsicana city,Texas 5890. New Braunfels city,Texas* 5944. Weatherford city,Texas * 5999. Crowley city,Texas 5891. North Richland Hills city, 5945. Webb County,Texas* 6000. Dawson County,Texas Texas * 5946. Weslaco city,Texas * 6001. Deaf Smith County,Texas 5892. Nueces County,Texas* 5947. Wharton County,Texas * 6002. Denison city,Texas 5893. Odessa city,Texas * 5948. Wichita County,Texas* 6003. DeWitt County,Texas 5894. Orange County,Texas* 5949. Wichita Falls city,Texas * 6004. Dickinson city,Texas 5895. Parker County,Texas * 5950. Williamson County,Texas * 6005. Dimmit County,Texas 5896. Pasadena city,Texas * 5951. Wilson County,Texas* 6006. Donna city,Texas 5897. Pearland city,Texas * 5952. Wise County,Texas* 6007. Dumas city,Texas 5898. Pflugerville city,Texas * 5953. Wood County,Texas * 6008. Duval County,Texas 5899. Pharr city,Texas * 5954. Wylie city,Texas* 6009. Eagle Pass city,Texas 5900. Plano city,Texas * 5955. Addison town,Texas 6010. Eastland County,Texas I-44 6011. El Campo city,Texas 6066. Leon County,Texas 6121. Sabine County,Texas 6012. Elgin city,Texas 6067. Leon Valley city,Texas 6122. Sachse city,Texas 6013. Ennis city,Texas 6068. Levelland city,Texas 6123. Saginaw city,Texas 6014. Fair Oaks Ranch city,Texas 6069. Limestone County,Texas 6124. San Benito city,Texas 6015. Falls County,Texas 6070. Live Oak city,Texas 6125. San Jacinto County,Texas 6016. Fate city,Texas 6071. Live Oak County,Texas 6126. Santa Fe city,Texas 6017. Fayette County,Texas 6072. Llano County,Texas 6127. Scurry County,Texas 6018. Forest Hill city,Texas 6073. Lockhart city,Texas 6128. Seabrook city,Texas 6019. Forney city,Texas 6074. Lumberton city,Texas 6129. Seagoville city,Texas 6020. Franklin County,Texas 6075. Madison County,Texas 6130. Seguin city,Texas 6021. Fredericksburg city,Texas 6076. Manor city,Texas 6131. Selma city,Texas 6022. Freeport city,Texas 6077. Manvel city,Texas 6132. Shelby County,Texas 6023. Freestone County,Texas 6078. Marshall city,Texas 6133. Snyder city,Texas 6024. Frio County,Texas 6079. Melissa city,Texas 6134. South Houston city,Texas 6025. Fulshear city,Texas 6080. Mercedes city,Texas 6135. Stafford city,Texas 6026. Gaines County,Texas 6081. Milam County,Texas 6136. Stephenville city,Texas 6027. Gainesville city,Texas 6082. Mineral Wells city,Texas 6137. Sulphur Springs city,Texas 6028. Galena Park city,Texas 6083. Montague County,Texas 6138. Sweetwater city,Texas 6029. Gatesville city,Texas 6084. Moore County,Texas 6139. Taylor city,Texas 6030. Gillespie County,Texas 6085. Morris County,Texas 6140. Terrell city,Texas 6031. Glenn Heights city,Texas 6086. Mount Pleasant city,Texas 6141. Terry County,Texas 6032. Gonzales County,Texas 6087. Murphy city,Texas 6142. Tomball city,Texas 6033. Granbury city,Texas 6088. Nederland city,Texas 6143. Trinity County,Texas 6034. Gray County,Texas 6089. Newton County,Texas 6144. Trophy Club town,Texas 6035. Greenville city,Texas 6090. Nolan County,Texas 6145. Tyler County,Texas 6036. Grimes County,Texas 6091. Orange city,Texas 6146. Universal City city,Texas 6037. Groves city,Texas 6092. Palestine city,Texas 6147. University Park city,Texas 6038. Henderson city,Texas 6093. Palo Pinto County,Texas 6148. Uvalde city,Texas 6039. Hereford city,Texas 6094. Pampa city,Texas 6149. Uvalde County,Texas 6040. Hewitt city,Texas 6095. Panola County,Texas 6150. Vernon city,Texas 6041. Hidalgo city,Texas 6096. Paris city,Texas 6151. Vidor city,Texas 6042. Highland Village city,Texas 6097. Pearsall city,Texas 6152. Ward County,Texas 6043. Hockley County,Texas 6098. Pecos city,Texas 6153. Watauga city,Texas 6044. Horizon City city,Texas 6099. Pecos County,Texas 6154. Webster city,Texas 6045. Houston County,Texas 6100. Plainview city,Texas 6155. West University Place city, 6046. Humble city,Texas 6101. Pleasanton city,Texas Texas 6047. Hutchinson County,Texas 6102. Port Lavaca city,Texas 6156. White Settlement city,Texas 6048. Hutto city,Texas 6103. Port Neches city,Texas 6157. Wilbarger County,Texas 6049. Ingleside city,Texas 6104. Portland city,Texas 6158. Willacy County,Texas 6050. Jacinto City city,Texas 6105. Princeton city,Texas 6159. Young County,Texas 6051. Jackson County,Texas 6106. Prosper town,Texas 6160. Zapata County,Texas 6052. Jacksonville city,Texas 6107. Rains County,Texas 6161. Zavala County,Texas 6053. Jones County,Texas 6108. Raymondville city,Texas 6162. American Fork city,Utah 6054. Karnes County,Texas 6109. Red Oak city,Texas 6163. Bountiful city,Utah* 6055. Katy city,Texas 6110. Red River County,Texas 6164. Box Elder County,Utah 6056. Kerrville city,Texas 6111. Reeves County,Texas 6165. Cache County,Utah* 6057. Kilgore city,Texas 6112. Richmond city,Texas 6166. Cedar City city,Utah 6058. Kingsville city,Texas 6113. Rio Grande City city,Texas 6167. Clearfield city,Utah* 6059. La Marque city,Texas 6114. Robertson County,Texas 6168. Cottonwood Heights city, 6060. Lake Jackson city,Texas 6115. Robinson city,Texas Utah* 6061. Lakeway city,Texas 6116. Robstown city,Texas 6169. Davis County,Utah 6062. Lamb County,Texas 6117. Rockport city,Texas 6170. Draper city,Utah* 6063. Lampasas County,Texas 6118. Roma city,Texas 6171. Eagle Mountain city,Utah 6064. Lavaca County,Texas 6119. Royse City city,Texas 6172. Herriman city,Utah 6065. Lee County,Texas 6120. Runnels County,Texas 6173. Holladay city,Utah I-45 6174. Iron County,Utah* 6228. Millard County,Utah 6279. Caroline County,Virginia* 6175. Kaysville city,Utah* 6229. Morgan County,Utah 6280. Charlottesville city,Virginia 6176. Kearns metro township,Utah 6230. North Logan city,Utah 6281. Chesapeake city,Virginia* * 6231. North Ogden city,Utah 6282. Chesterfield County,Virginia 6177. Layton city,Utah* 6232. North Salt Lake city,Utah 6178. Lehi city,Utah* 6233. Payson city,Utah 6283. Culpeper County,Virginia 6179. Logan city,Utah* 6234. Pleasant View city,Utah 6284. Danville city,Virginia * 6180. Midvale city,Utah* 6235. San Juan County,Utah 6285. Fairfax County,Virginia 6181. Millcreek city,Utah* 6236. Santaquin city,Utah 6286. Fauquier County,Virginia 6182. Murray city,Utah* 6237. Sevier County,Utah 6287. Franklin County,Virginia 6183. Ogden city,Utah* 6238. Smithfield city,Utah 6288. Frederick County,Virginia 6184. Orem city,Utah* 6239. South Ogden city,Utah 6289. Gloucester County,Virginia 6185. Pleasant Grove city,Utah* 6240. South Salt Lake city,Utah 6290. Halifax County,Virginia 6186. Provo city,Utah* 6241. Vernal city,Utah 6291. Hampton city,Virginia* 6187. Riverton city,Utah* 6242. Vineyard town,Utah 6292. Hanover County,Virginia 6188. Roy city,Utah* 6243. Washington city,Utah 6293. Harrisonburg city,Virginia 6189. Salt Lake City city,Utah* 6244. West Haven city,Utah 6294. Henrico County,Virginia 6190. Salt Lake County,Utah* 6245. West Point city,Utah 6295. Henry County,Virginia* 6191. Sandy city,Utah* 6246. Woods Cross city,Utah 6296. Isle of Wight County,Virginia 6192. Sanpete County,Utah* 6247. Addison County,Vermont 6193. Saratoga Springs city,Utah* 6248. Bennington County,Vermont 6297. James City County,Virginia 6194. South Jordan city,Utah* * 6298. Leesburg town,Virginia* 6195. Spanish Fork city,Utah* 6249. Burlington city,Vermont* 6299. Loudoun County,Virginia 6196. Springville city,Utah* 6250. Chittenden County,Vermont* 6300. Louisa County,Virginia 6197. St.George city,Utah* 6251. Franklin County,Vermont* 6301. Lynchburg city,Virginia 6198. Summit County,Utah* 6252. Rutland County,Vermont* 6302. Manassas city,Virginia* 6199. Syracuse city,Utah* 6253. Washington County,Vermont 6303. Mecklenburg County,Virginia 6200. Taylorsville city,Utah 6201. Tooele city,Utah* 6254. Windham County,Vermont* 6304. Montgomery County,Virginia 6202. Tooele County,Utah* 6255. Windsor County,Vermont* 6203. Uintah County,Utah* 6256. Bennington town,Vermont 6305. Newport News city,Virginia 6204. Utah County,Utah* 6257. Brattleboro town,Vermont 6306. Norfolk city,Virginia* 6205. Wasatch County,Utah* 6258. Caledonia County,Vermont 6307. Orange County,Virginia* 6206. Washington County,Utah* 6259. Colchester town,Vermont 6308. Petersburg city,Virginia* 6207. Weber County,Utah* 6260. Essex Junction village, 6309. Pittsylvania County,Virginia 6208. West Jordan city,Utah* Vermont 6209. West Valley City city,Utah* 6261. Essex town,Vermont 6310. Portsmouth city,Virginia 6210. Alpine city,Utah 6262. Lamoille County,Vermont 6311. Prince George County, 6211. Bluffdale city,Utah 6263. Milton town,Vermont Virginia* 6212. Brigham City city,Utah 6264. Orange County,Vermont 6312. Prince William County, 6213. Carbon County,Utah 6265. Orleans County,Vermont Virginia* 6214. Cedar Hills city,Utah 6266. Rutland city,Vermont 6313. Pulaski County,Virginia 6215. Centerville city,Utah 6267. South Burlington city, 6314. Richmond city,Virginia 6216. Clinton city,Utah Vermont 6315. Roanoke city,Virginia* 6217. Duchesne County,Utah 6268. Williston town,Vermont 6316. Roanoke County,Virginia 6218. Emery County,Utah 6269. Accomack County,Virginia * 6317. Rockingham County,Virginia 6219. Farmington city,Utah 6270. Albemarle County,Virginia 6220. Grantsville city,Utah 6271. Alexandria city,Virginia* 6318. Shenandoah County,Virginia 6221. Heber city,Utah 6272. Amherst County,Virginia* 6222. Highland city,Utah 6273. Arlington County,Virginia* 6319. Smyth County,Virginia 6223. Hurricane city,Utah 6274. Augusta County,Virginia* 6320. Spotsylvania County,Virginia 6224. Juab County,Utah 6275. Bedford County,Virginia* 6225. Lindon city,Utah 6276. Blacksburg town,Virginia* 6321. Stafford County,Virginia 6226. Magna metro township,Utah 6277. Botetourt County,Virginia* 6322. Suffolk city,Virginia* 6227. Mapleton city,Utah 6278. Campbell County,Virginia* 6323. Tazewell County,Virginia I-46 6324. Virginia Beach city,Virginia* 6376. Prince Edward County, 6422. Lake Stevens city,Washington 6325. Warren County,Virginia* Virginia 6326. Washington County,Virginia 6377. Purcellville town,Virginia 6423. Lakewood city,Washington * 6378. Radford city,Virginia 6424. Lewis County,Washington 6327. Wise County,Virginia* 6379. Rockbridge County,Virginia 6425. Longview city,Washington 6328. York County,Virginia* 6380. Russell County,Virginia 6426. Lynnwood city,Washington 6329. Alleghany County,Virginia 6381. Salem city,Virginia 6427. Marysville city,Washington 6330. Amelia County,Virginia 6382. Scott County,Virginia 6428. Mason County,Washington 6331. Appomattox County,Virginia 6383. Southampton County,Virginia 6429. Mount Vernon city, 6332. Bristol city,Virginia 6384. Staunton city,Virginia Washington* 6333. Brunswick County,Virginia 6385. Sussex County,Virginia 6430. Okanogan County, 6334. Buchanan County,Virginia 6386. Vienna town,Virginia Washington* 6335. Buckingham County,Virginia 6387. Warrenton town,Virginia 6431. Olympia city,Washington 6336. Carroll County,Virginia 6388. Waynesboro city,Virginia 6432. Pasco city,Washington* 6337. Charlotte County,Virginia 6389. Westmoreland County, 6433. Pierce County,Washington* 6338. Christiansburg town,Virginia Virginia 6434. Pullman city,Washington 6339. Clarke County,Virginia 6390. Williamsburg city,Virginia 6435. Puyallup city,Washington 6340. Colonial Heights city,Virginia 6391. Winchester city,Virginia 6436. Redmond city,Washington* 6341. Culpeper town,Virginia 6392. Wythe County,Virginia 6437. Renton city,Washington* 6342. Dickenson County,Virginia 6393. Auburn city,Washington* 6438. Richland city,Washington 6343. Dinwiddie County,Virginia 6394. Bellevue city,Washington* 6439. Sammamish city,Washington 6344. Essex County,Virginia 6395. Bellingham city,Washington 6345. Fairfax city,Virginia * 6440. Seattle city,Washington 6346. Falls Church city,Virginia 6396. Benton County,Washington* 6441. Shoreline city,Washington 6347. Floyd County,Virginia 6397. Bothell city,Washington* 6442. Skagit County,Washington 6348. Fluvanna County,Virginia 6398. Bremerton city,Washington* 6443. Snohomish County, 6349. Fredericksburg city,Virginia 6399. Burien city,Washington* Washington* 6350. Front Royal town,Virginia 6400. Chelan County,Washington* 6444. Spokane city,Washington 6351. Giles County,Virginia 6401. Clallam County,Washington* 6445. Spokane County,Washington 6352. Goochland County,Virginia 6402. Clark County,Washington* 6353. Grayson County,Virginia 6403. Cowlitz County,Washington* 6446. Spokane Valley city, 6354. Greene County,Virginia 6404. Des Moines city,Washington Washington* 6355. Greensville County,Virginia * 6447. Stevens County,Washington 6356. Herndon town,Virginia 6405. Douglas County,Washington 6448. Tacoma city,Washington* 6357. Hopewell city,Virginia * 6449. Thurston County,Washington 6358. King George County,Virginia 6406. Edmonds city,Washington* 6359. King William County, 6407. Everett city,Washington* 6450. University Place city, Virginia 6408. Federal Way city,Washington Washington* 6360. Lancaster County,Virginia * 6451. Vancouver city,Washington 6361. Lee County,Virginia 6409. Franklin County,Washington 6452. Walla Walla city,Washington 6362. Lunenburg County,Virginia 6363. Madison County,Virginia 6410. Grant County,Washington* 6453. Walla Walla County, 6364. Manassas Park city,Virginia 6411. Grays Harbor County, Washington* 6365. Martinsville city,Virginia Washington* 6454. Wenatchee city,Washington 6366. Middlesex County,Virginia 6412. Island County,Washington* 6455. Whatcom County,Washington 6367. Nelson County,Virginia 6413. Issaquah city,Washington* 6368. New Kent County,Virginia 6414. Jefferson County,Washington 6456. Whitman County,Washington 6369. Northampton County,Virginia 6370. Northumberland County, 6415. Kennewick city,Washington* 6457. Yakima city,Washington Virginia 6416. Kent city,Washington* 6458. Yakima County,Washington 6371. Nottoway County,Virginia 6417. King County,Washington* 6459. Aberdeen city,Washington 6372. Page County,Virginia 6418. Kirkland city,Washington* 6460. Adams County,Washington 6373. Patrick County,Virginia 6419. Kitsap County,Washington* 6461. Anacortes city,Washington 6374. Poquoson city,Virginia 6420. Kittitas County,Washington* 6462. Arlington city,Washington 6375. Powhatan County,Virginia 6421. Lacey city,Washington* 6463. Asotin County,Washington I-47 6464. Bainbridge Island city, 6510. Tumwater city,Washington 6554. Oconto County,Wisconsin* Washington 6511. Washougal city,Washington 6555. Oneida County,Wisconsin* 6465. Battle Ground city, 6512. West Richland city, 6556. Oshkosh city,Wisconsin* Washington Washington 6557. Outagamie County,Wisconsin 6466. Bonney Lake city,Washington 6513. Woodinville city,Washington 6467. Camas city,Washington 6514. Appleton city,Wisconsin* 6558. Ozaukee County,Wisconsin 6468. Centralia city,Washington 6515. Barron County,Wisconsin* 6559. Pierce County,Wisconsin 6469. Cheney city,Washington 6516. Beloit city,Wisconsin* 6560. Polk County,Wisconsin* 6470. Covington city,Washington 6517. Brookfield city,Wisconsin* 6561. Portage County,Wisconsin 6471. East Wenatchee city, 6518. Brown County,Wisconsin* 6562. Racine city,Wisconsin* Washington 6519. Calumet County,Wisconsin* 6563. Racine County,Wisconsin 6472. Edgewood city,Washington 6520. Chippewa County,Wisconsin 6564. Rock County,Wisconsin* 6473. Ellensburg city,Washington * 6565. Sauk County,Wisconsin* 6474. Enumclaw city,Washington 6521. Clark County,Wisconsin* 6566. Shawano County,Wisconsin 6475. Ferndale city,Washington 6522. Columbia County,Wisconsin 6567. Sheboygan city,Wisconsin* 6476. Fife city,Washington * 6568. Sheboygan County,Wisconsin 6477. Gig Harbor city,Washington 6523. Dane County,Wisconsin* 6478. Grandview city,Washington 6524. Dodge County,Wisconsin* 6569. St.Croix County,Wisconsin 6479. Kelso city,Washington 6525. Douglas County,Wisconsin* 6570. Sun Prairie city,Wisconsin* 6480. Kenmore city,Washington 6526. Dunn County,Wisconsin* 6571. Vernon County,Wisconsin* 6481. Klickitat County,Washington 6527. Eau Claire city,Wisconsin* 6572. Walworth County,Wisconsin 6482. Lake Forest Park city, 6528. Eau Claire County,Wisconsin Washington * 6573. Washington County, 6483. Liberty Lake city,Washington 6529. Fitchburg city,Wisconsin* Wisconsin* 6484. Lincoln County,Washington 6530. Fond du Lac city,Wisconsin* 6574. Waukesha city,Wisconsin 6485. Lynden city,Washington 6531. Fond du Lac County, 6575. Waukesha County,Wisconsin 6486. Maple Valley city, Wisconsin* Washington 6532. Franklin city,Wisconsin* 6576. Waupaca County,Wisconsin 6487. Mercer Island city, 6533. Grant County,Wisconsin* 6577. Wausau city,Wisconsin* Washington 6534. Green Bay city,Wisconsin* 6578. Wauwatosa city,Wisconsin 6488. Mill Creek city,Washington 6535. Green County,Wisconsin* 6579. West Allis city,Wisconsin 6489. Monroe city,Washington 6536. Greenfield city,Wisconsin* 6580. West Bend city,Wisconsin 6490. Moses Lake city,Washington 6537. Janesville city,Wisconsin* 6581. Winnebago County, 6491. Mountlake Terrace city, 6538. Jefferson County,Wisconsin* Wisconsin* Washington 6539. Kenosha city,Wisconsin* 6582. Wood County,Wisconsin 6492. Mukilteo city,Washington 6540. Kenosha County,Wisconsin* 6583. Adams County,Wisconsin 6493. Newcastle city,Washington 6541. La Crosse city,Wisconsin* 6584. Allouez village,Wisconsin 6494. Oak Harbor city,Washington 6542. La Crosse County,Wisconsin 6585. Ashland County,Wisconsin 6495. Pacific County,Washington * 6586. Ashwaubenon village, 6496. Pend Oreille County, 6543. Madison city,Wisconsin* Wisconsin Washington 6544. Manitowoc city,Wisconsin* 6587. Baraboo city,Wisconsin 6497. Port Angeles city,Washington 6545. Manitowoc County,Wisconsin 6588. Bayfield County,Wisconsin 6498. Port Orchard city,Washington * 6589. Beaver Dam city,Wisconsin 6499. Poulsbo city,Washington 6546. Marathon County,Wisconsin 6590. Bellevue village,Wisconsin 6500. San Juan County,Washington * 6591. Brown Deer village, 6501. SeaTac city,Washington 6547. Marinette County,Wisconsin Wisconsin 6502. Sedro-Woolley city, * 6592. Buffalo County,Wisconsin Washington 6548. Menomonee Falls village, 6593. Burlington city,Wisconsin 6503. Shelton city,Washington Wisconsin* 6594. Burnett County,Wisconsin 6504. Skamania County,Washington 6549. Milwaukee city,Wisconsin* 6595. Caledonia village,Wisconsin 6505. Snohomish city,Washington 6550. Milwaukee County,Wisconsin 6596. Cedarburg city,Wisconsin 6506. Snoqualmie city,Washington * 6597. Chippewa Falls city, 6507. Sumner city,Washington 6551. Monroe County,Wisconsin* Wisconsin 6508. Sunnyside city,Washington 6552. New Berlin city,Wisconsin* 6598. Crawford County,Wisconsin 6509. Tukwila city,Washington 6553. Oak Creek city,Wisconsin* 6599. Cudahy city,Wisconsin I-48 6600. De Pere city,Wisconsin 6648. Portage city,Wisconsin 6697. Riverton city,Wyoming 6601. DeForest village,Wisconsin 6649. Price County,Wisconsin 6698. Rock Springs city,Wyoming 6602. Door County,Wisconsin 6650. Richfield village,Wisconsin 6699. Sheridan city,Wyoming 6603. Elkhorn city,Wisconsin 6651. Richland County,Wisconsin 6700. Teton County,Wyoming 6604. Fort Atkinson city,Wisconsin 6652. River Falls city,Wisconsin 6701. Uinta County,Wyoming 6605. Fox Crossing village, 6653. Rusk County,Wisconsin Wisconsin 6654. Salem Lakes village, 6606. Germantown village, Wisconsin Wisconsin 6655. Sawyer County,Wisconsin 6607. Glendale city,Wisconsin 6656. Shorewood village,Wisconsin 6608. Grafton village,Wisconsin 6657. South Milwaukee city, 6609. Grand Chute town,Wisconsin Wisconsin 6610. Green Lake County, 6658. Stevens Point city,Wisconsin Wisconsin 6659. Stoughton city,Wisconsin 6611. Greendale village,Wisconsin 6660. Suamico village,Wisconsin 6612. Greenville town,Wisconsin 6661. Superior city,Wisconsin 6613. Harrison village,Wisconsin 6662. Sussex village,Wisconsin 6614. Hartford city,Wisconsin 6663. Taylor County,Wisconsin 6615. Hobart village,Wisconsin 6664. Trempealeau County, 6616. Holmen village,Wisconsin Wisconsin 6617. Howard village,Wisconsin 6665. Two Rivers city,Wisconsin 6618. Hudson city,Wisconsin 6666. Verona city,Wisconsin 6619. Iowa County,Wisconsin 6667. Vilas County,Wisconsin 6620. Jackson County,Wisconsin 6668. Washburn County,Wisconsin 6621. Juneau County,Wisconsin 6669. Watertown city,Wisconsin 6622. Kaukauna city,Wisconsin 6670. Waunakee village,Wisconsin 6623. Kewaunee County,Wisconsin 6671. Waupun city,Wisconsin 6624. Lafayette County,Wisconsin 6672. Waushara County,Wisconsin 6625. Langlade County,Wisconsin 6673. Weston village,Wisconsin 6626. Lincoln County,Wisconsin 6674. Whitefish Bay village, 6627. Lisbon town,Wisconsin Wisconsin 6628. Little Chute village, 6675. Whitewater city,Wisconsin Wisconsin 6676. Wisconsin Rapids city, 6629. Marinette city,Wisconsin Wisconsin 6630. Marquette County,Wisconsin 6677. Albany County,Wyoming 6631. Marshfield city,Wisconsin 6678. Campbell County,Wyoming 6632. Menasha city,Wisconsin 6679. Casper city,Wyoming* 6633. Menomonie city,Wisconsin 6680. Cheyenne city,Wyoming 6634. Mequon city,Wisconsin 6681. Fremont County,Wyoming * 6635. Middleton city,Wisconsin 6682. Gillette city,Wyoming 6636. Monroe city,Wisconsin 6683. Laramie city,Wyoming 6637. Mount Pleasant village, 6684. Laramie County,Wyoming* Wisconsin 6685. Natrona County,Wyoming 6638. Muskego city,Wisconsin 6686. Sheridan County,Wyoming 6639. Neenah city,Wisconsin 6687. Sweetwater County,Wyoming 6640. Oconomowoc city,Wisconsin 6641. Onalaska city,Wisconsin 6688. Big Horn County,Wyoming 6642. Oregon village,Wisconsin 6689. Carbon County,Wyoming 6643. Pewaukee city,Wisconsin 6690. Converse County,Wyoming 6644. Platteville city,Wisconsin 6691. Evanston city,Wyoming 6645. Pleasant Prairie village, 6692. Goshen County,Wyoming Wisconsin 6693. Green River city,Wyoming 6646. Plover village,Wisconsin 6694. Jackson town,Wyoming 6647. Port Washington city, 6695. Lincoln County,Wyoming Wisconsin 6696. Park County,Wyoming I-49 EXHIBIT J Settling Distributors' Subsidiaries, Joint Ventures, and Predecessor Entities ABC 1. A.T. Pharma Consultancy FZC 39. Alliance Healthcare Services France (f/k/a 2. AB Eurco Ltd Alliance Healthcare Formation SAS) 3. AB Financing, LLC 40. Alliance Healthcare Technology Services 4. AB Finco Ltd Limited 5. AB Nokco Ltd 41. Alliance Healthcare Turkey Holding A.S. 6. AB Singapore Investments Pte. Ltd. 42. Alliance Healthcare Yatirim Holding Anonim 7. AB Specialty Solutions, LLC $irketi 8. ABBP International Company 43. Alliance Home Health Care,Inc. 9. ABSG Canada Holdings,Inc. 44. Alliance UniChem IP Limited 10. Access M.D. Inc. 45. Alloga(Nederland)B.V. 11. AERO LINK Courier GmbH 46. Alloga France SAS 12. Agri-Laboratories, LTD 47. Alloga Logifarma, S.A. 13. Agstrata, LLC 48. Alloga Logistica(Espana) S.L. 14. AH Schweiz GmbH 49. ALLOGA LOGISTICS ROMANIA SRL 15. AH UK Holdco 1 Limited 50. Alloga Portugal-Armazenagem e 16. Alcura France Distribuicao Farmaceutica, Lda 17. Alcura Health Espana, S.A. 51. Alloga UK Limited 18. Alcura UK Limited 52. Al1yDVM, Inc. 19. Alliance Boots BV 53. Almus Farmaceutica, S.A. 20. Alliance Boots Schweiz Investments GmbH 54. Almus France 21. Alliance Health Services,Inc. 55. Almus Pharmacuticals Limited 22. Alliance Healthcare(Distribution)Limited 56. Almus, Lda. 23. Alliance Healthcare Acores (f/k/a Proconfar, 57. Alphega SA S.A.) 58. Ambulatory Pharmaceutical Services,Inc. 24. Alliance Healthcare Ecza Deposu Anonim 59. American Medical Distributors, Inc. $irketi 60. American Oncology Network, LLC 25. Alliance Healthcare Espana Holdings, S.L. 61. Amerisource Health Services Corporation 26. Alliance Healthcare Espana S.A. 62. Amerisource Health Services, LLC 27. Alliance Healthcare France SA 63. Amerisource Health Services, LLC d/b/a 28. Alliance Healthcare Group France SA American Health Packaging 29. Alliance Healthcare Management Services 64. Amerisource Heritage Corporation (Nederland)B.V. 65. AmeriSource Heritage LLC 30. Alliance Healthcare Management Services 66. Amerisource Receivables Financial Limited Corporation 31. Alliance Healthcare Nederland B.V. 67. Amerisource Sales Corporation 32. Alliance Healthcare Norge AS 68. AmerisourceBergen Associate Assistance 33. Alliance Healthcare Participa�6es SGPS, Fund unipessoal, Lda. 69. AmerisourceBergen BC,ULC 34. Alliance Healthcare R6partition 70. AmerisourceBergen Canada Corporation 35. Alliance Healthcare Romania SRL 71. AmerisourceBergen Canada GP LLC 36. Alliance Healthcare S.A. 72. AmerisourceBergen Canada GP,LLC 37. Alliance Healthcare s.r.o. 73. AmerisourceBergen Canada Holdings LP 38. Alliance Healthcare s.r.o. Slovakia Branch 74. AmerisourceBergen Consulting Services, Inc. J-1 75. AmerisourceBergen Consulting Services, 115. Automed Technologies(Canada)ULC LLC 116. Automed Technologies,Inc. 76. AmerisourceBergen Corporation 117. BBC Laboratories 77. AmerisourceBergen Drug Corporation 118. BBC Operating Sub, Inc. 78. AmerisourceBergen Foundation 119. BBC Packing Corporation 79. AmerisourceBergen Global Holdings GmbH 120. BBC Special Packaging, Inc. 80. AmerisourceBergen Global Investments 121. BBC Transportation Co. S.a.r.l. 122. Beachcourse Limited 81. AmerisourceBergen Global Manufacturer 123. Bellco Drug Corp. Services GmbH 124. Bellco Health Corp. 82. AmerisourceBergen Group GmbH 125. Bergen Brunswig Corporation 83. AmerisourceBergen Holding Corporation 126. Bergen Brunswig Drug Company 84. AmerisourceBergen Integrated Services 127. Bergen Brunswig Realty Services, Inc. Offering, LLC 128. Bermuda Equity Holdings, Ltd. 85. AmerisourceBergen International Holdings 129. Beverly Acquisition Corporation Inc. 130. Blue Hill II, Inc. 86. AmerisourceBergen International 131. Blue Hill, Inc. Investments, LLC 132. B1uePoint Intellectual Property, LLC 87. AmerisourceBergen Luxembourg s.a.r.l. 133. Boots Nederland B.V. 88. AmerisourceBergen Services Corporation 134. Boots Norge AS 89. AmerisourceBergen Sourcing, LLC 135. BP Pharmaceuticals Laboratories Unlimited 90. AmerisourceBergen Specialty Group Canada Company Corporation 136. BPL Brasil Participacoes Ltda. 91. AmerisourceBergen Specialty Group Canada 137. BPL Brazil Holding Company s.a.r.l. Holdings,Inc. 138. BPL Brazil, LLC 92. AmerisourceBergen Specialty Group,Inc. 139. BPL Group,LLC 93. AmerisourceBergen Specialty Group,LLC 140. BPL Pharmaceuticals Holding Unlimited 94. AmerisourceBergen Swiss Holdings GmbH Company 95. AmerisourceBergen Switzerland GmbH 141. BPLH Ireland Company Dublin, Zug Branch 96. AmerisourceBergen UK Holdings Ltd 142. BPLH Ireland Unlimited Company 97. Anderson Packaging, Inc. 143. Brecon Holdings Limited 98. AndersonBrecon Inc. 144. Brecon Pharmaceuticals Holdings Limited 99. Animal Prescriptions Limited 145. Brecon Pharmaceuticals Limited 100. Animalytix LLC 146. Bridge Medical,Inc. 101. Apluspharma Ltd 147. Brownstone Pharmacy,Inc. 102. Apotheek Hagi B.V. 148. Bruin Acquisition Corp. 103. Apotheek Lichtenvoorde B.V. 149. Burt's Pharmacy, LLC 104. APS Acquisitions Corporation 150. Cameron Stewart Lifescience Canada Inc. 105. APS Enterprises Holding Company,Inc. 151. Cannes RJ Participacoes S.A. 106. Armila UAB 152. Capstone Med,Inc. 107. ASD Hemophilia Management, LLC 153. Capstone Pharmacy of Delaware,Inc. 108. ASD Hemophilia Program, L.P. 154. CDRF Parent LLC 109. ASD Specialty Healthcare,Inc. 155. CDRF Parent,Inc. 110. ASD Specialty Healthcare, LLC 156. Centaur Services Limited 111. ASD Specialty Healthcare, LLC d/b/a ASD 157. Centro Farmaceutico Asturiano, SA Healthcare 158. Century Advertising Inc. 112. ASD Specialty Healthcare, LLC d/b/a Besse 159. Chapin Drug Company Medical 160. Choice Medical,Inc. 113. ASD Specialty Healthcare, LLC d/b/a 161. Clinical Outcomes Resource Application Oncology Supply Corporation 114. Automed Technologies(Canada)Inc. 162. Clinical Outcomes Resource Application,Inc. J-2 163. CliniCare Concepts,Inc. 211. HealthQuest Partner II, L.P. 164. ClinPharm, L.L.C. 212. HealthTronics Data Solutions LLC 165. Committed Provider Services,LLC 213. HealthTronics Data Solutions, LLC 166. Compuscript,Inc. 214. HealthTronics Information Technology 167. Computran Systems,Inc. Solutions,Inc. 168. Corrections Pharmacies Licensing Company, 215. Hedef International Holdings BV L.L.C. 216. Home Medical Equipment Health Company 169. Corrections Pharmacies of California, LP 217. Hydra Pharm SPA 170. Corrections Pharmacies of Hawaii, LP 218. I.g.G. of America,Inc. 171. Corrections Pharmacies, L.L.C. 219. IHS Acquisition XXX,Inc. 172. Cubex, LLC 220. Imedex,Inc. 173. Datapharm Sarl 221. Imedex, LLC 174. DD Wholesale, Inc. 222. Independent Pharmacy Buying Group, Inc. 175. Dialysis Purchasing Alliance,Inc. 223. Innomar Pharmacy(BC)Inc. 176. Directlog 224. Innomar Pharmacy(SK)Inc. 177. Documedics Acquisition Co., Inc. 225. Innomar Pharmacy Inc. 178. Drug Service, Inc. 226. Innomar Specialty Pharmacy,Inc. 179. Dunnington Drug, Inc. 227. Innomar Strategies Inc. 180. Dunnington RX Services of Massachusetts, 228. Innovation Cancer,Inc. Inc. 229. Insta-Care Holdings,Inc. 181. Dunnington RX Services of Rhode Island, 230. Insta-Care Pharmacy Services Corporation Inc. 231. Intake Initiatives Incorporated 182. Durr-Fillauer Medical,Inc. 232. IntegraConnect NewCo, LLC 183. Durvet,Inc. 233. Integrated Commercialization Solutions,Inc. 184. Dymaxium Healthcare Innovations, Ltd. 234. Integrated Commercialization Solutions, LLC 185. Dymaxium Holdings, Ltd. 235. Integrated Health Systems Outcomes 186. Dymaxium, Ltd. Coalition, LLC 187. Entel d.o.o. 236. Inteplex,Inc. 188. Escalante Solutions, L.P. 237. Interfill, LLC 189. Esko Itriyat Sanayi ve Ticaret Anomm $irketi 238. International Oncology Network Solutions, 190. Euro Registratie Collectief B.V. Inc. 191. European Physician Networks GmbH 239. International Physician Networks, L.L.C. 192. Express Pharmacy Services,Inc. 240. International Rheumatology Network, L.L.C. 193. Falcon Acquisition Sub, LLC 241. IntrinsiQ Holdings, Inc. 194. Family Center Pharmacy,Inc. 242. IntrinsiQ Specialty Solutions,Inc. 195. Feeders Advantage, LCC 243. IntrinsiQ Tendler,Inc. 196. General Drug Company 244. IntrinsiQ, LLC 197. Goot Nursing Home Pharmacy,Inc. 245. J.M. Blanco,Inc. 198. Goot Westbridge Pharmacy, Inc. 246. James Brudnick Company, Inc. 199. Goot's Goodies,Inc. 247. K/S Instrument Corp. 200. Goot's Pharmacy& Orthopedic Supply, Inc. 248. KRP Investments, Inc. 201. Green Barn,Inc 249. Labpak Limited 202. H. D. Smith Holding Company 250. LAD Drug Corporation 203. H. D. Smith Holdings, LLC 251. Leading Educational Research Network, LLC 204. H. D. Smith Wholesale Drug Co. 252. Lexicon Pharmacy Services, L.L.C. 205. H. D. Smith, LLC 253. Liberty Acquisition Corp. 206. HAI Acquisition,Inc. 254. Libra C.V. 207. HDS Solutions, LLC 255. Los Angeles Drug Corporation 208. Health Services Capital Corporation 256. M.D.P. Properties,Inc. 209. Healthcare Prescription Services, Inc. 257. Managed Care Network, Inc. 210. HealthForward Inc. 258. Marshall Reinardy LLC J-3 259. Medical Health Industries,Inc. 307. PMSI,Inc. 260. Medical Initiatives,Inc. 308. PPSC USA, LLC 261. Medidyne Corp. 309. Premier Pharmacy,Inc. 262. Medselect Inc. 310. Premier Source Diagnostics Inc. 263. Memorial Pet Care,Inc. 311. Premier Source, LLC 264. Micro Technologies Canada Inc. 312. Prescribe Wellness,LLC 265. MWI Buying Group Limited(formerly St. 313. Profarma Distribuidora de Produtos Francis Limited) Farmaceuticos S.A. 266. MWI Supply(UK Acquisition)Limited 314. Ramuneles Vaistine UAB 267. MWI Supply(UK Holdings)Limited 315. Reimbursement Education Network, LLC 268. MWI Supply(UK)Limited 316. Rightpak, Inc. 269. MWI Veterinary Supply Co. 317. Rombro's Drug Center,Inc. 270. MWI Veterinary Supply, Inc. 318. Roscoe Acquisition Corporation 271. Nareks Ecza Deposu Ticaret Anonim $irketi 319. S.R.P. (Services de la Repartition 272. Network for Medical Communication& Pharmaceutique) Research Analytics, LLC 320. SecureDVM, LLC 273. New Jersey Medical Corporation 321. Securos Europe GmbH 274. Nexiapharma, SL 322. Silver Streak I, LLC 275. NMCR Holdings,Inc. 323. Skills in Healthcare France 276. NMCR-Europe, LLC 324. Skills in Healthcare Pazarlama ve Tanitim 277. Northeast Veterinary Supply Company, LLC Hizmetleri Anonim $irketi 278. Oktal Pharma d.o.o 325. Skills in Healthcare Romania S.r.l. 279. Oktal Pharma d.o.o 326. Smart ID Works, LLC 280. Oktal Pharma d.o.o [Zagreb] 327. Smith Medical Partners, LLC 281. Oktal Pharma d.o.o. 328. Snipetjernveien 10 Norge AS 282. Oktal Pharma Hungary K.f.t. 329. Solana Beach,Inc. 283. Omni Med B,Inc. 330. Southwest Pharmacies,Inc. 284. OPH Oktal Pharma d.o.o 331. Southwestern Drug Corporation 285. OTC Direct Limited 332. SparkSense Analytics, Inc. 286. Paris Acquisition Corp. 333. Specialty Advancement Network, LLC 287. Pharm Plus Acquisition,Inc. 334. Specialty Pharmacy of California,Inc. 288. Pharma One Corporation Limited 335. Specialty Pharmacy,Inc. 289. Pharmacy Corporation of America 336. Spielberg Acquisition Corp. 290. Pharmacy Corporation of America- 337. Spits B.V. Massachusetts,Inc. 338. Stadt Solutions,LLC 291. Pharmacy Healthcare Solutions,Ltd. 339. Stephar B.V. 292. Pharmacy Review Services,Inc. 340. Strategic Pharmaceutical Solutions,Inc. 293. Pharmdata s.r.o. 341. Swine Solutions Network, LLC 294. PharMEDium Healthcare Corporation 342. Taylor&Manno Asset Recovery,Inc. 295. PharMEDium Healthcare Holdings LLC 343. Telepharmacy Solutions,Inc. 296. PharMEDium Healthcare Holdings, Inc. 344. Terra-Lab d.o.o 297. PharMEDium Healthcare LLC 345. The Allen Company 298. PharMEDium Pharmacy Services, LLC 346. The Lash Group, Inc. 299. PharMEDium R.E., LLC 347. The Lash Group, LLC 300. PharMEDium Services, LLC 348. TheraCom, L.L.C. 301. PharMerica Drug Systems, Inc. 349. ThermoSecure Medical Equipment GmbH 302. PharMerica Technology Solutions, LLC 350. TMESYS, Inc. 303. Pharmerica,Inc. 351. TrakCel Holding Company,Inc. 304. Pitango HealthTech Fund I, L.P. 352. Trellis Healthcare Consulting, L.L.C. 305. Planet Software Limited 353. Trellis Healthcare Consulting, LLC 306. PMSI MSA Services, Inc. 354. True Blue Indemnity Company J-4 355. United Company of Pharmacists SAE 401. World Courier del Ecuador S.A. 356. Universal Packaging Systems, Inc. 402. World Courier del Peru S.A. 357. US Bioservices Corporation 403. World Courier Denmark A/S 358. Valley Wholesale Drug Co., LLC 404. World Courier do Brasil Transportes 359. Value Apothecaries,Inc. Internacionais Ltda. 360. Vedco, Inc. 405. World Courier France S.A.R.L. 361. Vetbridge Animal Health, LLC 406. World Courier Ground(Europe)Limited 362. Vetbridge Product Development(NM-OMP) 407. World Courier Ground, Inc. LLC 408. World Courier Group Logistics, Inc. 363. VetSpace Limited 409. World Courier Group S.a.r.l. 364. VetSpace,Inc. 410. World Courier Group,Inc. 365. Vetswest Limited 411. World Courier Group, Inc. Taiwan Branch 366. W.C. International Limited 412. World Courier Hellas Limited Liability 367. WBA Acquisitions Luxco 9 S.a.r.l. Company 368. Wight Nederland Holdco 2 B.V. 413. World Courier Holland BV 369. Wight Nederland Holdco 4 BV 414. World Courier Hong Kong Limited 370. WML, LLC 415. World Courier Hungary Freight Forwarder 371. Woodglen Properties Limited and Service Provider Limited Liability 372. Woodglen Properties Limited Portugal Branch Company 416. World Courier Israel Ltd. 373. World Courier(Aust)Pty. Ltd. 417. World Courier Italia srl 374. World Courier(Austria)GmbH 418. World Courier K.K. Japan 375. World Courier(Austria)GmbH- Serbia 419. World Courier Korea Co., Ltd. Branch 420. World Courier Limited(Russia) 376. World Courier(Deutschland) GmbH 421. World Courier Logistics(Europe)Limited 377. World Courier(Finland) Oy 422. World Courier Logistics(UK)Limited 378. World Courier(India)Private Limited 423. World Courier Logistics,Inc. 379. World Courier(Ireland)Limited 424. World Courier Logistics,Inc. (DE) 380. World Courier(Lithuania),UAB 425. World Courier Logistics,Inc. (NY) 381. World Courier(Malaysia) Sdn. Bhd. 426. World Courier Management Limited 382. World Courier(Norway)AS 427. World Courier Management,Inc. 383. World Courier(NZ)Limited 428. World Courier of Canada Ltd 384. World Courier(Poland) Sp. Z.o.o. 429. World Courier Operations Kenya Limited 385. World Courier(Shanghai)Co., Ltd 430. World Courier Philippines-Representative Guangzhou Branch Office 386. World Courier(Shanghai)Co., Ltd. 431. World Courier Romania S.R.L. 387. World Courier(Shanghai)Co., Ltd., Beijing 432. World Courier S.A. Branch 433. World Courier Singapore Pte Ltd 388. World Courier(Sweden)AB 434. World Courier Slovak Republic s.r.o. 389. World Courier(Switzerland) SA 435. World Courier South Africa(Proprietary) 390. World Courier(U.K.)Limited Limited 391. World Courier Asia(Thailand) Co., Ltd. 436. World Courier Tasimacilik ve Lojistik 392. World Courier Belgium s.a. Hizmetleri Ticaret Limited Sirketi 393. World Courier Bulgaria 437. World Courier Ukraine LLC 394. World Courier Czech Republic s.r.o. 438. World Courier Venezuela, S.A. 395. World Courier de Chile Limitada 439. World Courier Zagreb d.o.o. 396. World Courier de Colombia S.A. 440. World Courier, Inc. 397. World Courier de Espana, S.A. 441. World Courier, kurirske storitve,d.o.o. 398. World Courier de Mexico S.A. de C.V. 442. World Customs Brokerage, Inc. 399. World Courier de Portugal, Lda. 443. Xcenda(UK)Limited 400. World Courier de Uruguay S.A. 444. Xcenda GmbH J-5 445. Xcenda Switzerland GmbH 447. ZU Vase Zdravije 446. Xcenda, L.L.C. J-6 Cardinal 1. A+ Secure Packaging, LLC 50. Cardinal Health 222 (Thailand)Ltd. 2. Abilene Nuclear, LLC 51. Cardinal Health 242,LLC 3. Access Closure,Inc. 52. Cardinal Health 246,Inc. 4. Acuity GPO, LLC 53. Cardinal Health 247,Inc. 5. Aero-Med, Ltd. 54. Cardinal Health 249,LLC 6. Allegiance (BVI)Holding Co. Ltd. 55. Cardinal Health 250 Dutch C.V. 7. Allegiance Corporation 56. Cardinal Health 251,LLC 8. Allegiance Healthcare(Labuan)Pte. Ltd. 57. Cardinal Health 252,LLC 9. Allegiance I, LLC 58. Cardinal Health 253,LP 10. Allegiance Labuan Holdings Pte. Ltd. 59. Cardinal Health 3, LLC 11. API(Suppliers)Limited 60. Cardinal Health 414,LLC 12. AssuraMed Acquisition Corp. 61. Cardinal Health 418,Inc. 13. AssuraMed Group,Inc. 62. Cardinal Health 5, LLC 14. AssuraMed Holding,Inc. 63. Cardinal Health 500,LLC 15. AssuraMed Intermediate Holding,Inc. 64. Cardinal Health 524,LLC 16. AssuraMed,Inc. 65. Cardinal Health 529,LLC 17. C.International,Inc. 66. Cardinal Health 6,Inc. 18. Cardinal Distribution Holding Corporation-I 67. Cardinal Health 7, LLC 19. Cardinal Distribution Holding Corporation-11 68. Cardinal Health 8, LLC 20. Cardinal Health 100,Inc. 69. Cardinal Health Australia 503 Pty Ltd. 21. Cardinal Health 104 LP 70. Cardinal Health Austria 504 GmbH 22. Cardinal Health 105,Inc. 71. Cardinal Health Belgium 505 BVBA 23. Cardinal Health 107,LLC 72. Cardinal Health Canada Holdings Cooperatie 24. Cardinal Health 108,LLC U.A. 25. Cardinal Health 110,LLC 73. Cardinal Health Canada Inc. 26. Cardinal Health 112,LLC 74. Cardinal Health Capital Corporation 27. Cardinal Health 113,LLC 75. Cardinal Health Cardiology Solutions, LLC 28. Cardinal Health 114,Inc. 76. Cardinal Health Chile Limitada 29. Cardinal Health 115,LLC 77. Cardinal Health Colombia S.A.S. 30. Cardinal Health 116, LLC 78. Cardinal Health Commercial Technologies, 31. Cardinal Health 118,LLC LLC 32. Cardinal Health 119,LLC 79. Cardinal Health Corporate Solutions, LLC 33. Cardinal Health 121,LLC 80. Cardinal Health D.R. 20311 Ltd. 34. Cardinal Health 122,LLC 81. Cardinal Health Denmark ApS 35. Cardinal Health 123,LLC 82. Cardinal Health do Brasil Ltda. 36. Cardinal Health 124,LLC 83. Cardinal Health Finance 37. Cardinal Health 125,LLC 84. Cardinal Health Finland Oy 38. Cardinal Health 126,LLC 85. Cardinal Health Foundation 39. Cardinal Health 127,Inc. 86. Cardinal Health France 506 SAS 40. Cardinal Health 128,LLC 87. Cardinal Health Funding,LLC 41. Cardinal Health 130,LLC 88. Cardinal Health Germany 507 GmbH 42. Cardinal Health 131,LLC 89. Cardinal Health Germany Manufacturing 43. Cardinal Health 132,LLC GmbH 44. Cardinal Health 133,Inc. 90. Cardinal Health Holding International,Inc. 45. Cardinal Health 2, LLC 91. Cardinal Health International Philippines,Inc. 46. Cardinal Health 200,LLC 92. Cardinal Health IPS, LLC 47. Cardinal Health 201 Canada L.P. 93. Cardinal Health Ireland 419 Designated 48. Cardinal Health 201,Inc. Activity Company 49. Cardinal Health 215,LLC 94. Cardinal Health Ireland 508 Limited J-7 95. Cardinal Health Ireland Manufacturing 136. Cardinal Health,Inc. Limited 137. Cardinal MED Equipment Consulting 96. Cardinal Health Ireland Unlimited Company (Shanghai) Co., Ltd. 97. Cardinal Health Italy 509 S.r.l. 138. Cirpro de Delicias S.A. de C.V. 98. Cardinal Health Japan G.K. 139. Clinic Pharmacies III, LLC 99. Cardinal Health Korea Limited 140. Clinic Pharmacies, LLC 100. Cardinal Health Luxembourg 420 S.a.r.l. 141. Community Pharmacy Enterprises, LLC 101. Cardinal Health Luxembourg 522 S.a.r.l. 142. Convertors de Mexico S.A. de C.V. 102. Cardinal Health Malaysia 211 Sdn. Bhd. 143. Cordis (Shanghai)MED Devices Co., Ltd. 103. Cardinal Health Malta 212 Limited 144. Cordis Cashel Unlimited Company 104. Cardinal Health Managed Care Services, LLC 145. Cordis Corporation 105. Cardinal Health Medical Products India 146. Cornerstone Rheumatology LP Private Limited 147. Covidien Manufacturing Solutions, S.A. 106. Cardinal Health Mexico 244 S. de R.L. de 148. Dutch American Manufacturers 11(D.A.M. II) C.V. B.V. 107. Cardinal Health Mexico 514 S. de R.L. de 149. Ellipticare, LLC C.V. 150. EPIC Insurance Company 108. Cardinal Health Middle East FZ-LLC 151. Especialidades Medicas Kenmex S.A. de C.V. 109. Cardinal Health MPB, Inc. 152. Experience East, LLC 110. Cardinal Health Napoleon Holding, LLC 153. Flexible Stenting Solutions,Inc. 111. Cardinal Health Netherlands 502 B.V. 154. Frog Horned Capital,Inc. 112. Cardinal Health Netherlands 525 Cooperatie 155. Generic Drug Holdings, Inc. U.A. 156. GetOutcomes, LLC 113. Cardinal Health Netherlands 528 B.V. 157. Griffin Capital, LLC 114. Cardinal Health Norway AS 158. HDG Acquisition,Inc. 115. Cardinal Health P.R. 120,Inc. 159. imgRx Healdsburg,Inc. 116. Cardinal Health P.R. 218,Inc. 160. imgRx Salud,Inc. 117. Cardinal Health P.R. 220, LLC 161. imgRx SJ Valley,Inc. 118. Cardinal Health P.R. 436,Inc. 162. imgRx SLO,Inc. 119. Cardinal Health Panama, S. de R.L. 163. imgRx Sonoma,Inc. 120. Cardinal Health Pharmaceutical Contracting, 164. InnerDyne Holdings,Inc. LLC 165. Innovative Therapies,Inc. 121. Cardinal Health Pharmacy Services, LLC 166. Instant Diagnostic Systems,Inc. 122. Cardinal Health Poland Spolka z ograniczona 167. InteCardia-Tennessee East Catheterization, odpowiedzialnoscia LLC 123. Cardinal Health Portugal 513, Unipessoal 168. ITI Sales,LLC Lda. 169. Kendall-Gammatron Limited 124. Cardinal Health Russia 170. Killilea Development Company, Ltd. 125. Cardinal Health Singapore 225 Pte. Ltd. 171. Kinray I, LLC 126. Cardinal Health Spain 511 S.L. 172. KPR Australia Pty. Ltd. 127. Cardinal Health Sweden 512 A.B. 173. KPR Switzerland Sales GmbH 128. Cardinal Health Switzerland 515, GmbH 174. KPR U.S., LLC 129. Cardinal Health Systems,Inc. 175. Leader Drugstores,Inc. 130. Cardinal Health Technologies Switzerland 176. Ludlow Technical Products Canada, Ltd. GmbH 177. Marin Apothecaries 131. Cardinal Health Technologies, LLC 178. Medicap Pharmacies Incorporated 132. Cardinal Health U.K. 418 Limited 179. Medicine Shoppe Capital Corporation 133. Cardinal Health U.K. 432 Limited 180. Medicine Shoppe International,Inc. 134. Cardinal Health U.K. Holding Limited 181. Medicine Shoppe Internet,Inc. 135. Cardinal Health U.K. International Holding 182. Mediquip Sdn. Bhd. LLP 183. Mirixa Corporation J-8 184. MosaicGPO, LLC 229. Cardinal Health(Sichuan)Pharmaceutical 185. mscripts Holdings, LLC Co., Ltd. 186. mscripts Systems India Private Limited 230. Cardinal Health(Wuxi)Pharmaceutical Co., 187. mscripts, LLC Ltd. 188. Nippon Covidien Ltd. 231. Cardinal Health Hedan(Shenzhen) 189. One Cloverleaf, LLC Pharmaceutical Co., Ltd. 190. Outcomes Incorporated 232. Dalian Zhongda Pharmaceutical Company 191. Owen Shared Services,Inc. Limited 192. Pharmacy Operations Of New York,Inc. 233. NaviHealth Holdings, LLC 193. Pharmacy Operations,Inc. 234. Parch, L.L.C. 194. Physicians Purchasing, Inc. 235. 6464661 Canada Inc. 195. Pinnacle Intellectual Property Services,Inc. 236. Academy Of Managed Care Medicine, L.L.C. 196. Pinnacle Intellectual Property Services- 237. Alaris Medical 1 (Suisse) Sarl International,Inc. 238. Alaris Medical New Zealand Limited 197. Quiroproductos de Cuauhtemoc S. de R.L. de 239. Allegiance Healthcare International GmbH C.V. 240. Allegiance Pro Inc. 198. RainTree Administrative Services, LLC 241. Allied Healthcare Services, Inc. 199. RainTree Care Management, LLC 242. Almus Pharmaceuticals Singapore Pte. Ltd. 200. RainTree GPO, LLC 243. Almus Pharmaceuticals USA LLC 201. Ransdell Surgical, Inc. 244. American Threshold Industries, Inc. 202. Red Oak Sourcing,LLC 245. Anoka, LLC 203. Renal Purchasing Group, LLC 246. ARCH Collection Corporation 204. RGH Enterprises, Inc. 247. ARCH, S.A. 205. RT Oncology Services Corporation 248. Armand Scott, LLC 206. Rxealtime,Inc. 249. Aurum Pharmaceuticals Limited 207. Sierra Radiopharmacy, L.L.C. 250. Behrens Inc. 208. Sonexus Health Access&Patient Support, 251. Beijing Baiji Advanced Specialty Company LLC Limited 209. Sonexus Health Distribution Services, LLC 252. Bellwether Oncology Alliance,Inc. 210. Sonexus Health Financial Solutions, LLC 253. Bentley Merger Sub, LLC 211. Sonexus Health Pharmacy Services, LLC 254. Bindley Western Funding Corporation 212. Sonexus Health, LLC 255. Bindley Western Industries 11 Of Maine,Inc. 213. TelePharm,LLC 256. Biosigna GmbH Institut filr 214. The Harvard Drug Group, L.L.C. Biosignalverarbeitung and Systemanalyse 215. Tianjin ITI Trading Company 257. Bird Products (Japan)Ltd. 216. Tradex International,Inc. 258. Bird Products Corporation 217. Traverse GPO, LLC 259. Brighton Capital,Inc. 218. Wavemark Lebanon Offshore s.a.l. 260. Buffalo Merger Corp. 219. Wavemark, Inc. 261. BW Transportation Services, Inc. 220. Red Oak Sourcing,LLC 262. Cardal H, LLC 221. API(Suppliers)Limited 263. Cardal,Inc. 222. Sierra Radiopharmacy, L.L.C. 264. Cardinal Florida,Inc. 223. Abilene Nuclear, LLC 265. Cardinal Health(Beijing) China 224. InteCardia-Tennessee East Catheterization, Pharmaceutical Co., Ltd. LLC 266. Cardinal Health(Beijing)Medical Trading 225. Kendall-Gammatron Limited Co., Ltd. 226. Almus Pharmaceuticals USA LLC 267. Cardinal Health(Beijing)Pharmacy Co., Ltd. 227. Cardinal Health(H.K.) Co. Limited 268. Cardinal Health(Chengdu)Pharmacy Co., 228. Cardinal Health(Shanghai)Pharmaceutical Ltd. Co., Ltd. 269. Cardinal Health(China)Investment Co., Ltd. J-9 270. Cardinal Health(Chongqing)Pharmaceutical 306. Cardinal Health 405,Inc. Co., Ltd. 307. Cardinal Health 406,Inc. 271. Cardinal Health(Chongqing)Pharmacy Co., 308. Cardinal Health 406,LLC Ltd. 309. Cardinal Health 407,Inc. 272. Cardinal Health(H.K.) Co. Limited 310. Cardinal Health 408,Inc. 273. Cardinal Health(Hubei)Pharmaceutical Co., 311. Cardinal Health 409,Inc. Ltd. 312. Cardinal Health 410,Inc. 274. Cardinal Health(L) Co., Ltd. 313. Cardinal Health 411,Inc. 275. Cardinal Health(Liaoning)Pharmaceutical 314. Cardinal Health 412,Inc. Co., Ltd. 315. Cardinal Health 413,Inc. 276. Cardinal Health(P02296) 316. Cardinal Health 415,Inc. 277. Cardinal Health(P04080) 317. Cardinal Health 416,Inc. 278. Cardinal Health(Shanghai)Commercial and 318. Cardinal Health 417,Inc. Trading Company Limited 319. Cardinal Health 419,LLC 279. Cardinal Health(Shanghai)Cosmetics 320. Cardinal Health 420,LLC Trading Co.,Ltd. 321. Cardinal Health 421 Limited Partnership 280. Cardinal Health(Shanghai)Logistics Co., 322. Cardinal Health 421,Inc. Ltd. 323. Cardinal Health 422,Inc. 281. Cardinal Health(Shanghai)Pharmaceutical 324. Cardinal Health 501 Dutch C.V. Co., Ltd. 325. Cardinal Health Austria 201 GmbH 282. Cardinal Health(Shanghai)Pharmacy Co., 326. Cardinal Health Bermuda 224, Ltd. Ltd. 327. Cardinal Health Brasil 423 Servicos 283. Cardinal Health(Shanxi)Pharmaceutical Co., Farmaceuticos Nucleares Ltda Ltd. 328. Cardinal Health Canada 204,Inc. 284. Cardinal Health(Shenyang)Pharmacy Co., 329. Cardinal Health Canada 301,Inc. Ltd. 330. Cardinal Health Canada 302,Inc. 285. Cardinal Health(Sichuan)Pharmaceutical 331. Cardinal Health Canada 307, ULC Co., Ltd. 332. Cardinal Health Canada 403,Inc. 286. Cardinal Health(Tianjin)Pharmaceutical Co., 333. Cardinal Health Canada 437,Inc. Ltd. 334. Cardinal Health Canada Inc. 287. Cardinal Health(Wuxi)Pharmaceutical Co., 335. Cardinal Health Canada LP Ltd. 336. Cardinal Health Cayman Islands Holding Co. 288. Cardinal Health(WuXi)Pharmacy Co., Ltd. Ltd 289. Cardinal Health(Zhejiang)Pharmaceutical 337. Cardinal Health Cayman Islands Ltd. Co., Ltd. 338. Cardinal Health China Co.,Ltd. 290. Cardinal Health 101,Inc. 339. Cardinal Health D.R. 203 Limited 291. Cardinal Health 102,Inc. 340. Cardinal Health Europe IT GmbH 292. Cardinal Health 103,Inc. 341. Cardinal Health France 205 SAS 293. Cardinal Health 106,Inc. 342. Cardinal Health France 309 SAS 294. Cardinal Health 109,Inc. 343. Cardinal Health Germany 206 GmbH 295. Cardinal Health 111,LLC 344. Cardinal Health Germany 234 GmbH 296. Cardinal Health 113,LLC 345. Cardinal Health Germany 318 GmbH 297. Cardinal Health 117,LLC 346. Cardinal Health Hedan(Shenzhen) 298. Cardinal Health 129,Inc. Pharmaceutical Co., Ltd. 299. Cardinal Health 208,Inc. 347. Cardinal Health Hong Kong Limited 300. Cardinal Health 301,LLC 348. Cardinal Health I,Inc. 301. Cardinal Health 400,Inc. 349. Cardinal Health Imaging, LLC 302. Cardinal Health 401,Inc. 350. Cardinal Health India Private Limited 303. Cardinal Health 402,Inc. 351. Cardinal Health International Ventures, Ltd. 304. Cardinal Health 403,Inc. 352. Cardinal Health Ireland 406 Ltd. 305. Cardinal Health 404,Inc. J-10 353. Cardinal Health Ireland 527 General 402. Cardinal Health U.K. 433 Limited Partnership 403. Cardinal Health U.K. 434 Limited 354. Cardinal Health Italy 208 S.r.l. 404. Cardinal Syracuse,Inc. 355. Cardinal Health Italy 312 S.p.A. 405. Cardinal.Com Holdings,Inc. 356. Cardinal Health Lease Funding 2002A, LLC 406. Care Fusion Development Private Limited 357. Cardinal Health Lease Funding 2002AQ, LLC 407. Care Fusion Incorporated 358. Cardinal Health Lease Funding 2003A, LLC 408. CareFusion 202,Inc. 359. Cardinal Health Lease Funding 2003AQ, LLC 409. CareFusion 203,Inc. 360. Cardinal Health Lease Funding 2003B, LLC 410. CareFusion 205,Inc. 361. Cardinal Health Lease Funding 200313Q, LLC 411. CareFusion 206,Inc. 362. Cardinal Health Lease Funding 2004A, LLC 412. CareFusion 207,Inc. 363. Cardinal Health Lease Funding 2004AQ, LLC 413. CareFusion 209,Inc. 364. Cardinal Health Luxembourg 523 S.a.r.l. 414. CareFusion 210,Inc. 365. Cardinal Health Mauritius Holding 226 Ltd. 415. CareFusion 211,Inc. 366. Cardinal Health Mexico 213, S.A. de C.V. 416. CareFusion 212, LLC 367. Cardinal Health Netherlands 238 BV 417. CareFusion 213, LLC 368. Cardinal Health Netherlands 526 B.V. 418. CareFusion 214, LLC 369. Cardinal Health Netherlands Financing C.V. 419. CareFusion 2200,Inc. 370. Cardinal Health Netherlands Holding B.V. 420. CareFusion 2201,Inc. 371. Cardinal Health New Zealand 313 Limited 421. CareFusion 302, LLC 372. Cardinal Health Norway 315 A/S 422. CareFusion 303,Inc. 373. Cardinal Health P.R. 227,Inc. 423. CareFusion 304, LLC 374. Cardinal Health P.R. 409 B.V. 424. CareFusion Australia 200 Pty Ltd. 375. Cardinal Health PTS,Inc. 425. CareFusion Australia 316 Pty Limited 376. Cardinal Health PTS, LLC 426. CareFusion Australia 500 Pty Ltd 377. Cardinal Health S.A. 319 (Proprietary) 427. CareFusion Belgium 202 BVBA Limited 428. CareFusion Brasil 231 Servico e Comercia de 378. Cardinal Health Singapore 304 Productos Medicos Ltda 379. Cardinal Health Singapore 423 Pte. Ltd. 429. CareFusion Corporation 380. Cardinal Health Spain 219 S.L.U. 430. CareFusion EIT, LLC 381. Cardinal Health Spain 239 SA 431. CareFusion Iberia 308 S.L.U. 382. Cardinal Health Specialty Pharmacy,LLC 432. CareFusion Italy 237 Srl 383. Cardinal Health Sweden 220 AB 433. CareFusion Italy 311 Srl 384. Cardinal Health Sweden 314 AB 434. CareFusion Japan 228 K.K. 385. Cardinal Health Switzerland 221 Sarl 435. CareFusion Japan 233,Inc. 386. Cardinal Health Switzerland 317 Sarl 436. CareFusion Luxembourg 501 Sarl 387. Cardinal Health Trading(Shanghai) Co., Ltd. 437. CareFusion Manufacturing Ireland 241 388. Cardinal Health U.K. 100 Limited Limited 389. Cardinal Health U.K. 101 Limited 438. CareFusion Manufacturing, LLC 390. Cardinal Health U.K. 102 Limited 439. CareFusion Netherlands 214 B.V. 391. Cardinal Health U.K. 103 Limited 440. CareFusion Netherlands 238 BV 392. Cardinal Health U.K. 104 Limited 441. CareFusion Netherlands 310 B.V. 393. Cardinal Health U.K. 105 Limited 442. CareFusion Netherlands 503 B.V. 394. Cardinal Health U.K. 106 Limited 443. CareFusion New Zealand 217 Limited 395. Cardinal Health U.K. 223 Limited 444. CareFusion New Zealand 313 Limited 396. Cardinal Health U.K. 232 Limited 445. CareFusion Resources, LLC 397. Cardinal Health U.K. 235 Limited 446. CareFusion Singapore 243 Pte. Ltd. 398. Cardinal Health U.K. 236 Limited 447. CareFusion Solutions, LLC 399. Cardinal Health U.K. 240 Limited 448. CareFusion U.K. 284 Limited 400. Cardinal Health U.K. 305 Limited 449. CareFusion U.K. 286 Limited 401. Cardinal Health U.K. 306 Limited 450. CareFusion U.K. 287 Limited J-1 I 45 1. CareFusion U.K. 288 Limited 485. Comprehensive Reimbursement Consultants, 452. Cascade Development,Inc. Inc. 453. CCB,Inc. 486. Consumer2patient, LLC 454. CDI Investments,Inc. 487. CR Medicap,Inc. 455. Centralia Pharmacy,Inc. 488. Curaspan Health Group,Inc. 456. Centricity, LLC 489. Cytokine Pharmasciences, Inc. 457. Chapman Drug Company 490. Dalian Zhongda Pharmaceutical Company 458. Chengdu Baiji Advanced Specialty Pharmacy Limited Company Limited 491. Daniels Pharmaceuticals Limited 459. Cheshire Merger Sub, Inc. 492. DC Merger Corp 460. CMI Net,Inc. 493. Denver Biomedical,Inc. 461. College Park Plaza Associates,Inc. 494. Desert PET, LLC 462. Comprehensive Medical Imaging-Anaheim 495. Dik Drug Company, LLC Hills,Inc. 496. Dik Medical Supplies,LLC 463. Comprehensive Medical Imaging-Apple 497. Discor Limited Valley, Inc. 498. Dismed Inc. 464. Comprehensive Medical Imaging-Boynton 499. Dohmen Distribution Partners Southeast, Beach,Inc. L.L.C. 465. Comprehensive Medical Imaging-Downey, 500. Dover Communications, LLC Inc. 501. Duquoin Pharmacy, Inc. 466. Comprehensive Medical Imaging-Encino, Inc. 502. Dutch American Manufacturers(D.A.M.) 467. Comprehensive Medical Imaging-Fort B.V. Lauderdale,Inc. 503. East Iowa Pharmacies,Inc. 468. Comprehensive Medical Imaging-Fremont, 504. EGIS Holdings, Inc. Inc. 505. Eldon Laboratories Limited 469. Comprehensive Medical Imaging-Hesperia, 506. Ellicott Drug Company Inc. 507. EME Medical, Inc. 470. Comprehensive Medical Imaging-Huntington 508. Enturia Canada ULC Beach, Inc. 509. Enturia de Mexico S. de R.L. de C.V. 471. Comprehensive Medical Imaging-Palm 510. Enturia Limited Springs, Inc. 511. Enturican, Inc. 472. Comprehensive Medical Imaging-Rancho 512. EON Media Inc. Cucamonga,Inc. 513. Eureka Merger Sub,Inc. 473. Comprehensive Medical Imaging-Rancho 514. European Pharmaceuticals Group Ltd. Mirage,Inc. 515. First Choice,Inc. Of Maine 474. Comprehensive Medical Imaging-Salisbury, 516. Flower Merger Corp. Inc. 517. Futuremed Health Care Products Limited 475. Comprehensive Medical Imaging-Sherman Partnership Oaks,Inc. 518. Futuremed Healthcare Products Corporation 476. Comprehensive Medical Imaging-Tempe, Inc. 519. Futuremed Holdings General Partner Inc. 477. Comprehensive Medical Imaging-Van Nuys, 520. Fuzhou Baiji Pharmacy Company Limited Inc. 521. Gala Design,Inc. 478. Comprehensive Medical Imaging-Victorville, 522. Gelatin Products International,Inc. Inc. 523. Geodax Technology, Inc. 479. Comprehensive Medical Imaging-Westlake 524. Glacier Corporation Village, Inc. 525. Grand Avenue Pharmacy, Inc. 480. Comprehensive Open MRI-Carmichael, Inc. 526. Graphic Holdings, Inc. 481. Comprehensive Open MRI-Folsom, Inc. 527. Griffin Group Document Management 482. Comprehensive Open MRI-Fullerton, Inc. Services, Inc. 483. Comprehensive Open MRI-Laguna Hills, Inc. 484. Comprehensive Open MRI-Sacramento, Inc. J-12 528. Guangzhou Baiji Advanced Specialty 571. MedEd Resources, LLC Pharmaceutical Chain Stores Company 572. Medesta Associates, LLC Limited 573. Medical Concepts Development, Inc. 529. Guangzhou Baiji Drug Store Company 574. Medical Diagnostic Leasing,Inc Limited 575. Medical Education Systems, LLC 530. Guangzhou City Kangwei Information 576. Medical Media Communications, LLC Technology Company Limited 577. Medical Strategies,Inc. 531. Guangzhou Ruixun Pharmaceutical Company 578. MediQual Systems, Inc. Limited 579. Meditrol Automation Systems, Inc. 532. Guizhou Yibai Medical Co., Ltd. 580. Meditrol,Inc. 533. Hangzhou Baiji Advanced Specialty Drug 581. MedMined, Inc. Store Company Limited 582. Mercury Merger Sub, LLC 534. Heartland Diagnostic Services, Inc. 583. Mesa Merger Corp. 535. HLS Advantage, LLC 584. MicroGas Limited 536. Homecare(North-West)Limited 585. MicroMedical Deutschland GmbH 537. Humiston-Keeling, Inc. 586. Microport Healthcare, LLC 538. IMI Of Boca Raton,Inc. 587. Midland Pharmacies,Inc 539. IMI Of Miami,Inc. 588. Mississippi Medical Supply Cooperative, 540. IMI Of North Miami Beach,Inc. L.L.C. 541. Inland Empire Regional Pet Center, LLC 589. MRI Equipment Partners,Ltd. 542. InnerDyne, Inc. 590. Mudhen Merger Corp. 543. Inpharm Nationwide Limited 591. Multi-Medica S.A. 544. InteCardia-Tennessee East Diagnostic, LLC 592. Multipharm Limited 545. Intercare Holdings Limited 593. Nanjing Baiji Advanced Specialty Drug Store 546. Intercare Investments Limited Company Limited 547. Intercare Properties Plc 594. Nanning Baiji Advanced Specialty Pharmacy 548. Iowa Falls Pharmacy,Inc. Company Limited 549. IVAC Overseas Holdings LP 595. Nationwide Ostomy Supplies Limited 550. JakaMed AB AB 596. Navigator Health,Inc. 551. Jinan Baiji Drug Store Company Limited 597. NaviHealth Holdings, LLC 552. JRG, Ltd. 598. NaviHealth SM Holdings, Inc. 553. Kendall Patient Recovery BVBA 599. NaviHealth,Inc. 554. Kinetic Surgical, LLC 600. Nexus Healthcare,Inc. 555. Kinray, Inc. 601. Nitric Bio Therapeudics, Inc. 556. Kinray, LLC 602. Northern Michigan Supply Alliance, L.L.C. 557. KPR Italia S.r.l. 603. Ohio Valley-Clarksburg,Inc. 558. KPR U.S., Inc. 604. Oncology Holdings, Inc. 559. Kunming Baiji Advanced Specialty Pharmacy 605. Onpointe Medical Communications, LLC Company Limited 606. Oval(Shanghai)Technologies,Inc. 560. Lake Charles Pharmaceutical Supply 607. Oval Technologies(H.K.)Pty Limited Company, LLC 608. Owen Healthcare Building,Inc. 561. Liaoning Longda Pharmaceutical Co., Ltd. 609. Pacific Surgical Innovations,Inc. 562. Liberty Communications Network, LLC 610. Panther Merger Sub II, Inc. 563. Ludlow Technical Products Corporation 611. Panther Merger Sub, Inc. 564. Macarthy Group Trustees Limited 612. Parch, L.L.C. 565. Macarthys Laboratories Limited 613. Parch, L.L.C. State File 566. Macarthy's Limited 614. ParMed Pharmaceuticals, LLC 567. Marmac Distributors,Inc. 615. PatientScribe Inc. 568. Martindale Pharma GmbH 616. PCI Acquisition I,Inc. 569. Martindale Pharmaceuticals Limited 617. PCI Acquisition II,Inc. 570. Medcon S.A. 618. PCI Services Holdings, Inc. J-13 619. PCI Services III,Inc. 661. Source Medical Corporation 620. PCl/Acquisition III, Inc. 662. SRX, Inc. 621. PCl/All Pack Holdings,Inc. 663. Strategic Implications International, LLC 622. PCl/Delvco, Inc. State File 664. Supplyline Technologies Limited 623. PCl/Tri-Line(Usa),Inc. 665. Surgical Carepair, L.L.C. 624. Pharmaceutical&Diagnostic Services, LLC 666. Surgical Instrument Repair Service, L.L.C. 625. Pharmacy Service Corporation 667. Syncor Belgium SPRL 626. Phillipi Holdings,Inc. 668. Syncor Diagnostics Bakersfield, LLC 627. PHR Staffing,Inc. 669. Syncor Diagnostics Dallas, LLC 628. Post-Acute Care Center For Research, LLC 670. Syncor Diagnostics Encino, LLC 629. Practicome Solutions, LLC 671. Syncor Diagnostics Fullerton, LLC 630. Princeton Diagnostic Isotopes,Inc. 672. Syncor Diagnostics Laguna Hills, LLC 631. Priority Healthcare Services Corporation 673. Syncor Diagnostics Plano, LLC 632. Procedure-Based Instrument Services, L.L.C. 674. Syncor Diagnostics Sacramento, LLC 633. Productos Urologos de Mexico S.A. de C.V. 675. Syncor Financing Corporation 634. Professional Health-Care Resources,Inc. 676. Syncor Italy srl 635. Pyxis Capital Corporation 677. The Enright Group,Inc. 636. Pyxis Funding II, LLC 678. The Heron Corporation 637. Pyxis Funding, LLC 679. The LVC Corporation 638. R Cubed,Inc. 680. Tianjin Cardinal Pharmacy Co., Ltd. 639. R.P. Scherer Hardcapsule(West) 681. Toledo Pharmacy Company 640. R.P. Scherer Inc. 682. Tropic Merger Sub, Inc. 641. R.P. Scherer Technologies,Inc. 683. UroMed, Inc. 642. Radiopharmacy Of Boise,Inc. 684. VIASYS Healthcare Ireland Limited 643. Radiopharmacy Of Northern California,Inc. 685. VIASYS Healthcare Island EHF 644. Renlar Systems,Inc. 686. VIASYS Healthcare S.A.R.L. 645. RightCare Solutions,Inc. 687. VIASYS Holdings Inc. 646. Royal Merger Sub, Inc. 688. VIASYS NeuroCare France SAS 647. Scela, Inc. 689. VIASYS Polymer Products LLC 648. Scriptline,Inc. 690. Virginia Imaging Center, LLC 649. SensorMedics(Deutschland) GmbH 691. Virginia Merger Corporation 650. SensorMedics Corporation 692. Vistant Corporation 651. Shanghai Baiwei Drug Store Company 693. Vistant Holdings,Inc. Limited 694. Vubiq Inc. 652. Shanghai Cardinal Baiwei Drug Store Co., 695. Wenzhou Xinte Pharmaceutical Co., Ltd. Ltd. 696. West Hudson,Inc. 653. Shanghai Jinyi Health Management 697. West Texas Nuclear Pharmacy Partners Consultation Co.,Ltd. 698. Wholesale(PI)Limited 654. Shanghai Luoda Pharmaceutical Company 699. Williams Drug Distributors,Inc. Limited 700. Wolf Merger Corp. 655. Shenzhen Zhengdan Investment Company 701. Wrangler Acquisition Sub, Inc. Limited 702. Wuhan Baiji New& Special Drug Store 656. Simolo (GL)Limited Company Limited 657. Sistemas Medicos ALARIS S.A. de C.V. 703. Xiamen Cardinal Baiwei Drug Store Co., Ltd. 658. Snowden Pencer Holdings, Inc. 704. Xi'an Baiji Advanced Specialty Pharmacy 659. Snowden Pencer, Inc. Company Limited 660. Solomons Company 705. Yorkshire Pharmacy, Inc. J-14 McKesson 1. "Aewige" arztliche 35. AccessMed, Inc. (AccessMed, LLC) Wirtschaftsgesellschaft m.b.H., HG Wien 36. AccessMed, LLC 2. "die apoteeke in teesdorf' Mag.pharm. 37. ACME DRUG CO. LIMITED, Scotland Gerda Kohlhauser KG, LG Wiener 38. ADDED MARKETING LIMITED, Neustadt England 3. 'Esplanade-Apotheke" Mag. pharm. 39. Adler Apotheke Krems Mag. Gabriele Anna-Maria K6ck KG, Landesgericht Denk KG, LG Krems an der Donau Wels 40. Adler-Apotheke Mag.pharm. Ingrid 4. "Panther Apotheke" Mag.pharm. Sandra Chvatal KG, LG Leoben Krokos KG, Landesgericht Graz 41. Admenta Beteiligungs GmbH, HG Wien 5. 10101 Woodloch Forest LLC 42. Admenta Denmark ApS, Copenhagen 6. 2012 DREAM LIMITED, England 43. Admenta Deutschland GmbH, Stuttgart 7. 28CVR LIMITED, England 44. ADMENTA HOLDINGS LIMITED, 8. 3068312 Nova Scotia ULC England 9. 3069163 Nova Scotia Limited 45. ADMENTA ITALIA S.P.A., CCIAA di 10. 3069164 Nova Scotia Limited Bologna 11. 30MC LIMITED, England 46. ADMENTA PENSION TRUSTEES 12. 701985 N.B. INC. LIMITED, England 13. A C FERGUSON(CHEMIST)LIMITED, 47. Admenta Sweden AB England 48. ADMENTA UK LIMITED, England 14. A. SUTHRELL (HAULAGE)LIMITED, 49. Admenta Verwaltungs GmbH, HG Wien England 50. AFM S.p.A., CCIAA di Bologna 15. A.F.M. Bergamo S.p.A.,Italy 51. AHLP PHARMACY LIMITED, England 16. A.L.I. Holdings LLC 52. ALCHEM (SOUTHERN)LIMITED, 17. A.L.I. Imaging Systems Corp. England 18. A.L.I. Technologies(International)LLC 53. ALPE-ADRIA PHARMA farmacevtsko 19. AAH BUILDERS SUPPLIES LIMITED, podjetje d.o.o., Ljubljana England 54. Alphar Ayeneux, Belgium 20. AAH FURB PENSION TRUSTEE 55. Alphar Gilly DL, Belgium LIMITED, England 56. Alphar Monceau sur Sambre, Belgium 21. AAH Glass&Windows Limited, England 57. Alphar Partners SA, Belgium 22. AAH Ireland, Dublin 58. Alte L6wen-Apotheke Mag. pharm. 23. AAH LIMITED, England Kristina Taubald KG, HG Wien 24. AAH Lloyds Insurance (IoM)Limited, 59. Alte Spora Apotheke Mag.pharm. Stephan Isle Of Man Ohlzelt KG, LG St. P61ten 25. AAH LLOYDS PENSION TRUSTEES 60. Amethyst Acquisition Corp. LIMITED, England 61. Ancavion GmbH,AG Darmstadt 26. AAH NOMINEES LIMITED, England 62. Ancillary Management Solutions, Inc. 27. AAH ONE LIMITED, Scotland 63. Anton-Bruckner-Apotheke Mag.pharm. 28. AAH PHARMACEUTICALS LIMITED, Christian Schwarzenbrunner KG, LG Linz England 64. AOR Holding Company of Indiana, Inc. 29. AAH TWENTY FOUR LIMITED, (AOR Holding Company of Indiana,LLC) Scotland 65. AOR Holding Company of Indiana, LLC 30. AAH TWENTY LIMITED, England 66. AOR Management Company of Alabama, 31. AAH TWENTY SIX LIMITED, England Inc. 32. ABG Apotheken-Beratungsgesellschaft 67. AOR Management Company of Arizona, mbH, Stuttgart Inc. (AOR Management Company of 33. Access Health NZ Limited Arizona, LLC) 34. AccessMed Holdings, Inc. J-15 68. AOR Management Company of Arizona, 92. AOR Real Estate,Inc. (AOR Real Estate, LLC LLC) 69. AOR Management Company of Central 93. AOR Real Estate, LLC Florida,Inc. 94. AOR Synthetic Real Estate,Inc. (AOR 70. AOR Management Company of Florida, Synthetic Real Estate, LLC) Inc. 95. AOR Synthetic Real Estate, LLC 71. AOR Management Company of Indiana, 96. AORIP,Inc. Inc. (AOR Management Company of 97. AORT Holding Company, Inc. (AORT Indiana, LLC) Holding Company, LLC) 72. AOR Management Company of Indiana, 98. AORT Holding Company,LLC LLC 99. AORT LP, LLC 73. AOR Management Company of Kansas, 100. Aporana AS Inc. 101. Apotheke "Zum Bergmann" Mag.pharm. 74. AOR Management Company of Missouri, Sabine Tuttner KG, LG Leoben Inc. (AOR Management Company of 102. Apotheke "Zur heiligen Dreifaltigkeit" Missouri, LLC) Mag.pharm. Edith Schuller-Grundnig 75. AOR Management Company of Missouri, KG, Landesgericht Korneuburg LLC 103. Apotheke "Zur Mutter Gottes" Mag. 76. AOR Management Company of Nevada, pharm. Karin Nozicka KG, HG Wien Inc. 104. Apotheke Atzgersdorf Mr. Hermann 77. AOR Management Company of New Latzin KG, Wien York, Inc. 105. Apotheke im Messepark Mag. pharm. 78. AOR Management Company of North Dietmar Purin KG, LG Feldkirch Carolina,Inc. 106. Apotheke Niklasdorf Mag.pharm. 79. AOR Management Company of Ohio, Inc. Matthias Sch6ggl KG, LG Leoben 80. AOR Management Company of 107. APOTHEKE U1 TROSTSTRASSE,Mag. Oklahoma,Inc. (AOR Management pharm. Max Wellan KG, HG Wien Company of Oklahoma, LLC) 108. Apotheke Zum heiligen Antonius Mag. 81. AOR Management Company of pharm. Walter Staschek KG, LG Wiener Oklahoma, LLC Neustadt 82. AOR Management Company of Oregon, 109. Apotheke zum heiligen Schutzengel Inc. Mag.pharm. Barbara Penz-Arzberger KG, 83. AOR Management Company of Landesgericht Graz Pennsylvania,Inc. (AOR Management 110. Apotheke zum Patriarchen Mag.pharm. Company of Pennsylvania, LLC) Brigitte K61bl KG, HG Wien 84. AOR Management Company of 111. Apotheke Zur hl. Dreifaltigkeit Mag. Pennsylvania, LLC pharm. Doris Richter KG, LG Wiener 85. AOR Management Company of South Neustadt Carolina,Inc. 112. Apotheke Zur Hiitte Mag.pharm. Mrak 86. AOR Management Company of Texas, KG, LG Leoben Inc. 113. Apovest AS 87. AOR Management Company of Virginia, 114. Apovest Drift AS Inc. (AOR Management Company of 115. Art Acquisition Subsidiary, Inc. Virginia, LLC) 116. Ascalon International,Inc. 88. AOR Management Company of Virginia, 117. ATLAS Travel Clinic Limited, England LLC 118. Attentus Medical Sales,Incorporated 89. AOR of Indiana Management Partnership (Attentus Medical Sales, LLC) 90. AOR of Texas Management Limited 119. Attentus Medical Sales, LLC Partnership 120. Awarix, Inc. 91. AOR of Texas Management, LLC 121. Axis Medical Management,Inc. J-16 122. AYRSHIRE PHARMACEUTICALS 153. Breamor Pharmacy Limited, Ireland LIMITED, Scotland 154. Brevard Radiation Oncology,LLC 123. AZIENDA FARMACEUTICA 155. Brickyard Acquisition Inc. (Biologics, MUNICIPALE di Cremona S.p.A., Inc.) CCIAA di Cremona 156. BRIDPORT MEDICAL CENTRE 124. Azienda Farmacie Milanesi S.p.A., SERVICES LIMITED, England CCIAA di Milano 157. Brocacef Groep N.V., Maarssen 125. Babbingore Limited, Dublin 158. Brockton Radiation Oncology, LLC 126. BAILLIESTON HEALTH CENTRE 159. Brooklyn Radiation Oncology, LLC PHARMACY LIMITED, Scotland 160. Brukar Enterprises,Inc. 127. Ballycane Pharmacy Limited, Ireland 161. Bullet Acquisition Corporation 128. BANNISTER&THATCHER LIMITED, 162. CAHILL MAY ROBERTS GROUP England LIMITED, Dublin 129. BARCLAY PHARMACEUTICALS 163. California Golden State Finance Company (ATHERSTONE)LIMITED, England 164. Camic Pharmacies Limited, Ireland 130. BARCLAY PHARMACEUTICALS 165. Canada Distribution Holdings Limited LIMITED, England Partnership 131. BARLEY CHEMISTS HOLDINGS 166. Canada Retail Holdings Limited LIMITED, England Partnership Societe en Commandite 132. BARRY SHOOTER(ROMFORD) Gestion Detail Canada LIMITED, England 167. Cancer Treatment Associates of Northeast 133. BDI Pharma,Inc. (BDI Pharma, LLC) Missouri, Ltd. 134. BDI Pharma, LLC 168. CARONET TRADING LIMITED, 135. Beausejour Drugs Limited England 136. BEAUTY CARE DRUGSTORES 169. Carrollton Radiation Therapy Center, LLC LIMITED, England 170. Cascade Medical Supply,Inc. (McKesson 137. Beldere Corporation Medical-Surgical Minnesota Supply Inc.) 138. BeneVi Health LLC (Biologics,Inc.) 171. Cavalier Acquisition Company LLC 139. BENU Apotheken B.V., Chamber of 172. CCCN NW Building JV, LLC commerce Amsterdam 173. Celesio Business Services Ltd., Ireland 140. BENU Nederland BV, Kamer van 174. CENTRALE D'ADMINISTRATION DE Koophandel Amsterdam BIENS IMMOBILIERS, Bobigny 141. BERKSHIRE MEDICAL SUPPLIES 175. CGSF Funding Corporation(CGSF LIMITED, England Funding LLC) 142. BETTERLIFEHEALTHCARE LIMITED, 176. CGSF Funding LLC England 177. Chem Labs Limited, Dublin 143. BIG PHARMA LIMITED, Scotland 178. CHNG Newco LLC 144. Biologics, Inc. 179. CHNG NewSub Inc. 145. Blackhall Pharmaceutical Distributors 180. City Properties, S.A. Limited 181. Civiche Farmacie Desio S.p.A.,Italy 146. Blackhawk Development LLC 182. Claimone, LLC(Linear Holdings, LLC) 147. Blackstaff Pharmaceuticals Limited, 183. ClaimSecure Inc. (SUCCESSOR) England 184. CLARK CARE GROUP LIMITED, 148. Blomsterdalen Apotek AS England 149. Blue Medical Supply,Inc. (McKesson 185. CLARK MUNRO LIMITED, Scotland Medical-Surgical Inc.) 186. ClarusONE Sourcing Services LLP 150. Boad Seven,Inc. 187. Clinicians Database, L.L.C. 151. BOFH Holdings Unlimited Company, 188. CMR Holdings Ltd, Dublin Ireland 189. Coleham, Dublin 152. Bottomline Medical Solutions, LLC 190. Colorado Cancer Centers, LLC (Linear Holdings, LLC) 191. Combined Enterprises Corporation J-17 192. COMPANY CHEMISTS ASSOCIATION 228. Diana-Apotheke Dr. et Mag.pharm. LIMITED, England Michaela Stipsits KG, LG Eisenstadt 193. COMPTOIR MONEGASQUE DE 229. Die Apotheke Ebenfurth, Mag.pharm. BIOCHIMIE, Monaco Beate Haage-L6we KG, LG Wiener 194. COMPTOIR PHARMACEUTIQUE Neustadt MEDITERRANEEN, Monaco 230. Dispensing Solutions Acquisition 195. CONSORZIO SERVIZI SALUTARI Corporation(DS Holdings, Inc.) S.C.A. R.L., Italy 231. Dispensing Solutions, Inc. (Dispensing 196. CookCo,Inc. Solutions, LLC) 197. Cophana SA, Belgium 232. Dispensing Solutions, LLC (DS Holdings, 198. Corporation Groupe Inc.) Pharmessor/Pharmessor Group 233. Ditt Apotek Amfi Os AS Corporation(SUCCESSOR 10/01/2017) 234. Ditt Apotek Rodberg AS 199. Corporation of America 235. Ditt Apotek Sorumsand AS 200. CoverMyMeds LLC 236. Diversified Healthcare, LLC 201. CoverMYMeds Specialty Pharmacy 237. Dix Bulles Pharma, Belgium Holdings LLC 238. DLI Market Intelligence ApS, Denmark 202. CoverMYMeds Specialty Pharmacy LLC 239. DOL Pharmacy Limited, Ireland 203. CPG Industries,Inc. 240. Donnybrook Pharmacy Limited,Ireland 204. Crocker Plaza Company(Crocker Plaza 241. Downtown Los Angeles Radiation LLC) Oncology, LLC 205. Crocker Plaza LLC 242. DS Holdings,Inc. (DS Holdings, LLC) 206. CROSS AND HERBERT(DEVON) 243. DS Holdings, LLC(McKesson Medical- LIMITED, England Surgical Top Holdings Inc.) 207. CROSS AND HERBERT(HOLDINGS) 244. DSRX,Inc. (DS Holdings,Inc.) LIMITED, England 245. Dublin 2016 Acquisition,LLC 208. CROSS AND HERBERT LIMITED, 246. Dublin Holdings Acquisitions, LLC England (Vantage Oncology Holdings, LLC) 209. Crowley's Blackrock Limited, Dublin 247. Dublin POS I Acquisition Corp. (POS I 210. Cypress Import Brokerage LLC Corp.) 211. Cypress Medical Products LLC 248. East Indy CC, LLC 212. D&K Healthcare Resources LLC 249. ECLIPSE HEALTHCARE LIMITED, 213. D&K Healthcare Resources,Inc. (D&K England Healthcare Resources LLC) 250. Edwards Medical Supply,Inc. 214. D&K Pharmacy Solutions,Inc. 251. EM Acquisition Corporation 215. D&K Receivables Corporation 252. Emploi AS 216. D.F. O'Neill(Chemists)Ltd, Dublin 253. Engel-Apotheke Mag.pharm. Susanne 217. Dale Apotek AS Zauner KG, LG Wiener Neustadt 218. Danubia-Apotheke Mag.pharm. Barbara 254. Ephrata Diamond Spring Water Co. Sedelies KG, HG Wien 255. ESCON(ST NEOTS)LIMITED, England 219. Dargle Pharmacies Holdings Limited, 256. Espafarmed S.L., Belgium Ireland 257. EUROSANTE (Soci6t6 en liquidation), 220. DATACARE Datenpflege des Luxembourg PharmagroBhandels Ges.m.b.H., HG Wien 258. Evesland Limited, Dublin 221. DATAPHARM, Paris 259. EVOLUTION HOMECARE SERVICES 222. Daytona Beach Radiation Oncology, LLC LIMITED, England 223. DC Land Company 260. EXPERT HEALTH LIMITED, England 224. DCAZ Land Company 261. Family Pharmacy @ Las Colinas LLC 225. Delta Clinical Research, LLC 262. Fana Apotek AS 226. DEPOTRADE, Bobigny 263. FAR.CO.SAN S.p.A., CCIAA di Arezzo 227. Derm Vantage, LLC 264. FARILLON LIMITED, England J-18 265. Farmacia Garbatella I S.r.l.,Italy 298. GERSTHOFER-APOTHEKE 266. Farmacie Comunali di Modena S.p.A., Mag.pharm. Elisabeth Reisegger KG, HG Italy Wien 267. Farmacie Comunali di Padova S.p.A., 299. Giardina Enterprises,Inc. Italy 300. Glendale Radiation Oncology, LLC 268. Farmacie di Sassuolo S.p.A.,Italy (Vantage Oncology Treatment Centers, 269. Farmacie Pratesi Pratofarma S.p.A., LLC) CCIAA di Prato 301. Golden State Company, Ltd. 270. FARMALVARION S.R.L. SOCIO 302. Golden State Corporate Services LLC UNICO,Italy 303. Golden State Insurance Company Limited 271. FASTPRO International,Inc. 304. Golden State Milk Products Company 272. Federal Medical Supplies,Inc. (McKesson 305. Goodman Manufacturing Company Medical-Surgical Minnesota Supply Inc.) 306. Gorrys Pharmacy Limited,Ireland 273. Felview Limited, Dublin 307. Goviltown Limited, Westmeath 274. First Aid Service, Inc. 308. GPL 2007 LIMITED, England 275. First Choice Medical Supply Holding, Inc. 309. GRAEME PHARMACY(STIRLING) (First Choice Medical Supply Holding, LIMITED, Scotland LLC) 310. GREENS PHARMACEUTICAL 276. First Choice Medical Supply Holding, (HOLDINGS)LIMITED, England LLC 311. Greenville Radiation Care,Inc. 277. First Choice Medical Supply, LLC 312. Greystones Pharmacy Limited, Dublin 278. FIRTH&PILLING LIMITED, England 313. GROUPE PHR, France 279. Flex-Master Technology Holdings,Inc. 314. Gulf South Medical Supply,Inc. (Gulf 280. Floriani-Apotheke Mag.pharm. Doris South Medical Supply, LLC) Leykauf KG, LG Graz 315. Gulf South Medical Supply, LLC 281. Foremost de Venezuela, S.A. (Forvensa) 316. Gwinnett Radiation Oncology, LLC 282. Foremost Homes Hawaii, Ltd. 317. H THATCHER LIMITED,England 283. Foremost Iran Corporation 318. Haleston Enterprises Limited, Dublin 284. Foremost Shir,Inc. 319. HBO&Company(VI),Inc. 285. Foremost Tehran,Inc. 320. HBO&Company of Georgia 286. FOSTER&PLUMPTON GROUP 321. HBOC Ventures, Inc. LIMITED, England 322. HC Beteiligungsgesellschaft mbH, HG 287. FOSTER&PLUMPTON LIMITED, Wien England 323. HDSC Acquisition Corp. 288. Foundation For Opioid Response Efforts 324. Health Data Sciences Corporation 289. G J MALEY LIMITED,Isle Of Man 325. Health Mart Atlas, LLC 290. G K CHEMISTS (GLOS)LIMITED, 326. Health Mart Systems,Inc. England 327. HEALTH NEEDS LIMITED, England 291. G K CHEMISTS LIMITED, England 328. HEALTHCLASS LIMITED, England 292. GEHE Immobilien GmbH&Co. KG, 329. Heinz Management Co. Stuttgart 330. Helmard Holdings Limited, Dublin 293. GEHE Immobilien Verwaltungs-GmbH, 331. HEP HealthQx Holdings,Inc. (McKesson Stuttgart Technologies Inc.) 294. GEHE Pharma Handel GmbH, Stuttgart 332. Herba Chemosan Apotheker-AG, HG 295. General Medical Inc. Wien 296. GEORGE STAPLES (STOKE) 333. HERBERT FERRYMAN LIMITED, LIMITED, England England 297. Gerard Ryan Pharmacy(Clonmel) 334. Hercules Parent LLC Limited, Dublin 335. Herz-Jesu Apotheke Mag. pharm. Marianne Keller KG, HG Wien J-19 336. Herz Jesu Apotheke &Parfdmerie Mag. 375. J S DENT LIMITED, England pharm. Ingrid Heller KG, LG Feldkirch 376. Bradbury(Surgical)Limited,Northern 337. HF Land Company Ireland 338. HFN of Northwest Florida, Inc. 377. J.G. Crowley Pharmacy Limited, Dublin 339. HIGGINS & SON(CHEMISTS) 378. JACS,Inc. LIMITED, England 379. Jaron, Inc. 340. HILL-SMITH(WARRINGTON) 380. Jeffersonville Radiation Technology, LLC LIMITED, England 381. Jessheim Apotek AS 341. HisComp Co., Zee Medical Service Co. 382. Jewett Drug Co. 342. HMS Acquisition Corp. 383. Jewett Drug LLC 343. HOLLYFAR-Marcas e Comunica�5o, 384. Johannes Apotheke Mag.pharm. Deutsch Unipessoal, Lda.,Portugal KG, LG Graz 344. HOLMSCROFT HC LIMITED, Scotland 385. JOHN BELL&CROYDEN LIMITED, 345. HOLON, S.A.,Portugal England 346. Honeybee Bridge LLC 386. JOHN HAMILTON 347. HTP Inc. (HTP LLC) (PHARMACEUTICALS)LIMITED, 348. HTP LLC Scotland 349. Hubertus-Apotheke Mag.pharm. E. 387. Jupiter Acquisition Ltd. Klettenhofer KG, HG Wien 388. Kairnbury, Dublin 350. HUSKY AQUISITION INC. 389. Kathleen Properties Subdivision 351. Hygeia Bottled Water, Inc. Association, Inc. 352. HYWEL DAVIES (CAERPHILLY) 390. Keling Limited LIMITED, England 391. Keltman Pharmaceuticals,Inc. (Linear 353. IRA Corp. Holdings, LLC) 354. Imagine Health,Inc. 392. Kemofarmacija, veletrgovina za oskrbo 355. INDEPENDENT PHARMACY CARE zdraystva, d.d., Ljubljana CENTRES (2008)LIMITED, England 393. Keystone/Ozone Pure Water Company 356. Indian River Radiation Oncology, LLC 394. Kilshallow Limited, Dublin 357. Infolab, LLC 395. KINGSWOOD CHEMISTS LIMITED, 358. Innovent Oncology, LLC England 359. INSPIRON DISTRIBUTION LIMITED, 396. KINGSWOOD GK LIMITED, England England 397. Kitco,Inc. 360. Integrated Cancer Care, LLC 398. Knowledgeable Healthcare Solutions,Inc. 361. Integrated Pathology Services 399. Kreuz-Apotheke KG, HG Wien 362. IntelliClaim,Inc. 400. KWS &P,Inc 363. Inten GmbH, Stuttgart 401. KWS &P/SFA, Inc. 364. Intercal, Inc. 402. KYLE&CARRICK HOLDINGS 365. International Dairy Engineering Co. of LIMITED, Scotland Asia,Inc. 403. Laboratoria Flandria NV, Belgium 366. InterQual Inc. 404. Laboratory Supply Company 367. intraFUSION GP, LLC 405. Labsco Holdings, Inc. (McKesson 368. Intrafusion Holding Corp. Medical-Surgical Inc.) 369. intraFUSION Purchasing Network, LLC 406. Leesburg Radiation Oncology, LLC 370. intraFUSION Research Network, LLC 407. LEVELCROWN LIMITED, England 371. Inviva, McKesson Pharma Care Network 408. Liberty Real Estate NJ LLC Corporation/La Corporation Inviva, 409. Lind-Apotheke Mag.pharm. Alexander Reseau de soins pharmacologiques Telesko KG, LG Klagenfurt McKesson(SUCCESSOR) 410. Linear Holdings,Inc. (McKesson 372. Iowa Pharmaceutical Services, LLC Medical-Surgical Top Holdings Inc.) 373. IPCC LIMITED, England 411. Linear Holdings, LLC(Linear Holdings, 374. IPD Holdings,Inc. Inc.) J-20 412. Linear Medical Solutions, LLC 445. Marien-Apotheke, Mag.pharm. Eva 413. LINFORD PHARMACIES LIMITED, Grabner KG, Landesgericht Korneuburg England 446. Maryland First Aid Co.,Inc. 414. LISEAPOTEKENE AS 447. MASTA Limited, England 415. Lissone Farmacie S.p.A., CCIAA di 448. Masters Drug Company,Inc. Monza e Brianza 449. MATIS Immobilien OHG, Stuttgart 416. LIVINGSTON HEALTH CENTRE(P.D) 450. Maurice F. Dougan Limited, Dublin CO. LIMITED, Scotland 451. May Roberts Ltd, Dublin 417. LKW, Inc. 452. MCK Acquisition Corp. 418. LLOYDS CHEMISTS LIMITED, 453. McK International Financial Holdings England (Barbados) SRL 419. LLOYDS CHEMISTS RETAIL 454. McKesson(Cayman Islands)Inc. (NORTHERN)LIMITED, England 455. McKesson(Shanghai)Trading Company 420. LLOYDS CHEMISTS RETAIL Limited LIMITED, England 456. McKesson+ Strategic Solutions ULC/ 421. LLOYDS GROUP PROPERTIES Solutions Strategiques McKesson+ULC LIMITED, England 457. McKesson Automation Systems Inc. 422. Lloyds Pharmacy Clinical Homecare 458. McKesson Belgium Holdings SPRL, Limited, England Belgium 423. LLOYDS PHARMACY LIMITED, 459. McKesson Canada Corporation/La England Corporation McKesson Canada 424. LLOYDS PROPERTIES LIMITED, (SUCCESSOR) England 460. McKesson Canada Finance IA ULC 425. LLOYDS Property Management 461. McKesson Canada Finance IB ULC Company Belgium S.A., Belgium 462. McKesson Capital Funding Corp. 426. LLOYDS RETAIL CHEMISTS 463. McKesson Capital Funding Corporation LIMITED, England 464. McKesson Capital LLC 427. Lloyds Retail S.r.l., Socio Unico,Italy 465. McKesson Central Fill LLC(McKesson 428. LLOYDSFARMACIA ROMA 4 S.R.L., Distribution Holdings LLC) Italy 466. McKesson Contract Research 429. Lloydspharma Group S.A., Belgium Organization LLC 430. Lloydspharma S.A.,Belgium 467. McKesson Cork Business Solutions 431. Lloydspharmacy Ireland Limited, Dublin Unlimited Company 432. Lory Apotheke Mag.pharm. Karin 468. McKesson Corporate Properties,Inc. Eichinger KG, HG Wien 469. McKesson Corporation 433. LP Clinical Homecare Group Limited, 470. McKesson Development Corp. England 471. McKesson Distribution Holdings LLC 434. LPL ONE LIMITED, England 472. McKesson Drug Company LLC 435. M H GILL LIMITED, England 473. McKesson Europe AG 436. M PAYNE&CO LIMITED, England 474. McKesson Europe Holdings GmbH& Co. 437. Macfor International Finance Company KGaA 438. MACON Acquisition Corp. 475. McKesson Europe Holdings Verwaltungs 439. Macro Helix LLC GmbH 440. Madison Acquisition Inc. 476. McKesson Financial Holdings II 441. Marathon Acquisition Subsidiary,Inc. Unlimited Company 442. Mariahilf-Apotheke Mag.pharm. 477. McKesson Financial Holdings Unlimited Christoph Riicklinger KG, LG St. P61ten Company 443. Mariahilf-Apotheke Mag.pharm. Helga 478. McKesson Financing Trust IH Mann KG, Landesgericht Graz 479. McKesson Financing Trust IV 444. Marien-Apotheke Mag. pharm. Thomas 480. McKesson Foundation Inc. Job KG, LG Eisenstadt J-21 481. McKESSON FRANCE HOLDINGS, 510. McKesson International Bermuda IPSB Bobigny Unlimited(McKesson International 482. McKesson France Retail, Bobigny B Bermuda IPSA Limited) 483. McKesson Funding Company of Canada 511. McKesson International Bermuda 484. McKesson Global Procurement& OpcolA Limited Sourcing Limited 512. McKesson International Bermuda Opco1B 485. McKesson Global Sourcing Limited Unlimited(McKesson International 486. McKesson Global Sourcing Limited [Irish Bermuda OpcolA Limited) Branch] 513. McKesson International Bermuda 487. McKesson Health Solutions Holdings Opco3A Limited LLC 514. McKesson International Bermuda Opco3B 488. McKesson Health Solutions LLC Unlimited(McKesson International 489. McKesson Health Solutions Puerto Rico Bermuda Opco3A Limited) Inc. 515. McKesson International Bermuda 490. McKesson Health Solutions Texas Inc. Opco4A Limited 491. McKesson High Volume Solutions Inc. 516. McKesson International Bermuda Opco4B 492. McKesson Information Solutions Finance Unlimited S.a.r.l. 517. McKesson International Finance III 493. McKesson Information Solutions Limited(McKesson US Finance Holdings 11 S.a.r.l. Corporation) 494. McKesson Information Solutions 518. McKesson International Finance S.a.r.l. Holdings III S.a.r.l. 519. McKesson International Holdings IH 495. McKesson Information Solutions S.a.r.l. Holdings IV S.a.r.l. 520. McKesson International Holdings IV 496. McKesson Information Solutions S.a.r.l. Holdings V S.a.r.l. 521. McKesson International Holdings S.a.r.l. 497. McKesson Information Solutions III LLC 522. McKesson International Holdings 498. McKesson Information Solutions Inc. Unlimited Company (McKesson Information Solutions LLC) 523. McKesson International Holdings VI 499. McKesson Information Solutions IV LLC S.a.r.l. 500. McKesson Information Solutions LLC 524. McKesson International Holdings VII 501. McKesson Information Solutions S.a.r.l. Topholdings S.a.r.l. 525. McKesson International Investment Corp. 502. McKesson Information Solutions UK 526. McKesson International Ireland I Limited Limited 527. McKesson International LLC 503. McKesson International Bermuda IP2A 528. McKesson International Malaysia Sdn Limited Bhd 504. McKesson International Bermuda IP2B 529. McKesson International S.a.r.l. Unlimited 530. McKesson International Topholdings 505. McKesson International Bermuda IP3A S.a.r.l. Limited 531. McKesson Ireland Limited 506. McKesson International Bermuda IP3B 532. McKesson Logistics Solutions Unlimited(McKesson International 533. McKesson Medical Imaging Company Bermuda IP3A Limited) Ltd. (predecessor) 507. McKesson International Bermuda IP4A 534. McKesson Medical-Surgical FDT Inc. Limited 535. McKesson Medical-Surgical Government 508. McKesson International Bermuda IP4B Solutions LLC Unlimited(McKesson International 536. McKesson Medical-Surgical Holdings Inc. Bermuda IP4A Limited) 537. McKesson Medical-Surgical Inc. 509. McKesson International Bermuda IPSA 538. McKesson Medical-Surgical Iowa Inc. Limited J-22 539. McKesson Medical-Surgical Iowa Supply 570. McKesson Specialty Health Inc. Pharmaceutical&Biotech Solutions, LLC 540. McKesson Medical-Surgical Maine Inc. 571. McKesson Specialty Health 541. McKesson Medical-Surgical Pharmaceutical&Biotech Solutions, LP Manufacturing Inc. (McKesson Specialty Health 542. McKesson Medical-Surgical MediMart Pharmaceutical&Biotech Solutions, Inc. LLC) 543. McKesson Medical-Surgical MediNet Inc. 572. McKesson Specialty Health Technology 544. McKesson Medical-Surgical Minnesota Products LLC Inc. (McKesson Medical-Surgical 573. McKesson Specialty Pharmacy, LP (RxC Holdings Inc.) Acquisition Company) 545. McKesson Medical-Surgical Minnesota 574. McKesson Specialty Prescription Services Supply Inc. (Atlantic)Corporation/Corporation 546. McKesson Medical-Surgical Supply McKesson Services de Prescription Chain Services LLC Spdcialisde(Atlantique) 547. McKesson Medical-Surgical Top 575. McKesson Specialty Prescription Services Holdings Inc. (B.C.) Corporation 548. McKesson Medication Management 576. McKesson Specialty Prescription Services Holdings Inc. Corporation 549. McKesson Medication Management 577. McKesson SPS (Manitoba) Corporation Virgin Islands Inc. 578. McKesson Strategic Services Limited 550. McKesson Norway Holdings AS 579. McKesson Technologies Inc. 551. McKesson Pharmacy Optimization LLC 580. McKesson Trading Company 552. McKesson Pharmacy Systems Canada 581. McKesson Transportation Systems,Inc. ULC 582. McKesson UK Finance I Limited 553. McKesson Pharmacy Systems LLC 583. McKesson UK Finance II Limited 554. McKesson Plasma and Biologics LLC 584. McKesson UK Finance V Limited 555. McKesson Prescription Drug Plan LLC 585. McKesson UK Holdings Limited 556. McKesson Property Company,Inc. 586. McKesson US Finance Corporation 557. McKesson Purchasing Company LLC 587. McKesson US Holdings GP 558. McKesson Services Inc. (McKesson 588. McKesson Ventures LLC Services LLC) 589. McKesson Ventures Unlimited Company 559. McKesson Services LLC 590. McQueary Bros. Drug Company 560. McKesson Sourcing Services Inc. 591. McQueary Bros. Drug Company, LLC 561. McKesson Specialized Distribution Inc. / 592. McSweeney Dispensers 10 Limited, McKesson Distribution Specialisee Inc. Ireland (Successor) 593. McSweeney Dispensers 23 Limited, 562. McKesson Specialty Arizona Inc. Ireland 563. McKesson Specialty Care Distribution 594. MDD pharma N.V., Belgium Corporation(McKesson Specialty Care 595. MED3000 Health Solutions Southeast Distribution LLC) 596. MED3000 RPG 564. McKesson Specialty Care Distribution JV 597. Medaid Supply,Inc. LLC 598. Medcon Telemedicine Technology, Inc. 565. McKesson Specialty Care Distribution 599. Median Healthcare Services Unlimited LLC Company,Ireland 566. McKesson Specialty Corporation 600. Medical&Vaccine Products,Inc. 567. McKesson Specialty Distribution LLC 601. Medical Advisory Services for Travellers 568. McKesson Specialty Health Innovative Abroad Limited, England Practice Services, LLC 602. Medical Specialties Distributors Holdings, 569. McKesson Specialty Health Management Inc. (MSD Parent Corporation) Services LLC 603. Medical Specialties Distributors, LLC J-23 604. Medical Specialties Holdings Corp. 643. Natureline, Dublin (Medical Specialties Holdings H Corp.) 644. NDC of Canada,Inc. 605. Medical Specialties Holdings 11 Corp. 645. NDCHealth Corporation 606. Medicentres Canada Inc. (SUCCESSOR) 646. NDCHealth Pharmacy Systems and 607. Medicine Shoppe Atlantic Corporation Services,Inc. 608. Medicine Shoppe Canada Corporation 647. Nebraska Pharmaceutical Services, LLC 609. Medicine Shoppe Canada Real Estate 648. Negatron,Inc. Corporation 649. Nensi d.o.o.,Ljubljana 610. MEDIMART LIMITED, England 650. NERO GP, LLC 611. MediVation,Inc. 651. New Experimental Therapeutics of San 612. MedVentive Inc. Antonio, LLC 613. McMed CZ s.r.o., Praha 652. NEW KIRK PHARMACY LIMITED, 614. Menges Medizintechnik Schweiz AG, Scotland Sankt Gallen 653. New Mexico Pharmaceutical Services, 615. Merlin Subsidiary Inc. LLC 616. Merrick Healthcare Limited 654. NewHealthCo, LLC 617. Metabolic Healthcare Holdings Limited, 655. NexCura, LLC(McKesson Specialty England Health Technology Products LLC) 618. Metabolic Healthcare Limited, England 656. Nibelungen-Apotheke Mag.pharm. 619. Metropolitan Integrated Cancer Center, Michaela Wachter KG, LG St. P61ten L.L.C. 657. Norsk Medisinaldepot AS 620. MH/USON Radiation Management 658. North Carolina Pharmaceutical Services, Company, LLC LLC 621. MHD-USO General, LLC 659. Northeast Pennsylvania Radiation 622. MHD-USO Management Company, LP Oncology, LP 623. MHS Connecticut LLC 660. Northern Arizona Oncology Centers, LLC 624. Michigan Pharmaceutical Services,LLC 661. Northern Boulevard Radiation Oncology 625. Mid-Atlantic Radiation Oncology LLC Management, LLC 626. Millennium Merger Corporation 662. Northern San Fernando Valley Radiation 627. Mohawk Liqueur Corporation Oncology, LLC 628. Mohren-Apotheke Mag. Christian Muller 663. Northstar Healthcare Holdings Limited KG, LG Graz 664. Northstar Healthcare Holdings Unlimited 629. Moore Medical LLC(McKesson Medical- Company Surgical Government Solutions LLC) 665. Northstar Healthcare Limited 630. Mosaic Acquisition Corporation 666. Northstar Healthcare Unlimited Company 631. MOUNT PHARMACY LIMITED, 667. Northstar International Holdings Limited England 668. Northstar Rx LLC 632. MSA Products LLC 669. Norvern Enterprises, Inc. 633. MSD Acquisition Corp. (Medical 670. NR Direct,Inc. (McKesson Patient Care Specialties Holdings Corp.) Solutions Inc.) 634. MSD Parent Corporation(MSD 671. O'Leary Pharmacy(Lucan)Limited, Acquisition Corp.) Dublin 635. Multum Information Services, Inc. 672. OCP FORMATION, Bobigny 636. MUNRO PHARMACY LIMITED, 673. OCP PORTUGAL, PRODUTOS Scotland FARMACEUTICOS, S.A., Maia 637. MWPC Acquisition Corp. 674. OCP REPARTITION, Bobigny B 638. MWPC Acquisition Corp. (PA) 675. OCP, Bobigny 639. My MHealth Limited, England&Wales 676. Oncology Holdings II, Inc. 640. myhca, inc. 677. Oncology Holdings, Inc. 641. NARO,LLC 678. Oncology Rehab Partners,LLC 642. National Oncology Alliance,Inc. J-24 679. Oncology Therapeutics Network 718. Pharmacie de la Bascule, Belgium Corporation 719. PHARMACTIV DISTRIBUTION, 680. Oncology Today, LP Bobigny B 681. OnMark, Inc. 720. Pharmacy O'Riada Holdings Limited, 682. Optimed Health Limited, England& Dublin Wales 721. PHARMAGEN LIMITED, England 683. Orca Acquisition Corp. 722. PHILIP GOODMAN LIMITED, England 684. Orebekk Apotek AS 723. PHR ANTILLES, FORT DE FRANCE 685. Oswald-Apotheke Mag. pharm. Ilse 724. PhySery Solutions, Inc. Pedevilla KG, LG Feldkirch 725. Physician Micro Systems, Inc. 686. OTN Generics, Inc. 726. Physician Oncology Services 687. OTN Participant,Inc. Management Company, LLC 688. Outpatient Infusion Systems, Inc 727. Physician Reliance Holdings, LLC 689. 0ygarden Apotek AS 728. Physician Reliance Maryland, LP 690. P C Cahill&Company Limited, Dublin 729. Physician Reliance Network,Inc. 691. P.L.C.E.,Inc. (Physician Reliance Network, LLC) 692. Packet Merger Sub Inc. 730. Physician Reliance Network,LLC 693. PALEMODA LIMITED, England 731. Physician Reliance, L.P. 694. Palm Merger Sub, Inc. 732. Physician Reliance, LLC 695. Panther Acquisition Corporation 733. Physician Sales& Service Limited 696. Panther-Apotheke Mag.pharm. Margarete Partnership Breyha KG., LG St. P61ten 734. Physician Sales& Service,Inc. 697. Paracelsus-Apotheke Mag. pharm. Dr. (McKesson Medical-Surgical Top Birgit Muller KG,Austria Holdings Inc.) 698. Pathology Service Associates, LLC 735. Pindsle Apotek AS 699. Pathway Purchasing Network, LLC 736. PMLX Limited 700. Patient Account Management Services, 737. POC Management Group, LLC Inc. (Dispensing Solutions, Inc.) 701. PAUL WHEELER LIMITED,England 738. Podiatry Online, Inc. 702. PCB SA, Belgium 739. Portico Systems of Delaware,Inc. 703. PEEL STREET PHARMACY LIMITED, 740. POS I Corp. (Dublin 2016 Acquisition, England LLC) 704. peerVue,Inc. (DE) 741. Presbyterian Cancer Center-Dallas, LLC 705. peerVue, Inc. (NH) 742. Prescribing Support Services Limited, 706. Pemberton Marketing International England&Wales Limited 743. Prima Brands Limited,Northern Ireland 707. Penn-Chem Corporation 744. PRIMELIGHT LIMITED, England 708. PERILLA Grundstucks- 745. Prismedica S.A.S. Verwaltungsgesellschaft mbH&Co. KG, 746. PRN Physician Reliance, LLC AG Munchen 747. Pro-AVO GmbH, Deutschland 709. Per-Se Transaction Services,Inc. 748. Proclaim,Inc. (McKesson Medical- 710. PF2 McKesson Technologies Inc. Surgical MediMart Inc.) 711. PF2 SpinCo Inc. 749. PRODILAB,France 712. Pharma Belgium Belmedis SA, Belgium 750. Providence Radiation Oncology Partners 713. PHARMA PARTNERS, Belgium LLC 714. Pharma Services(NI)Limited,Northern 751. PSS China Sourcing Limited Ireland 752. PSS Global Holdings 715. Pharmaceutical Distributors Federation 753. PSS Global Sourcing China Business Ireland Company Limited By Guarantee Trust 716. Pharmaceutical Support Services, Inc. 754. PSS Global Sourcing Hong Kong Limited 717. Pharmacie Ananga-Talom, Belgium J-25 755. PSS Global Sourcing Limited [Hong 791. Rexall/Pharma Plus Pharmacies Ltd. Kong] 792. Riel, Inc. 756. PSS HK 1 Limited 793. Riverside Radiation Oncology,LLC 757. PSS Holding, Inc. (McKesson Medical- (Vantage Oncology Treatment Centers, Surgical Inc.) LLC) 758. PSS Service,Inc. (McKesson Medical- 794. R jet,Incorporated Surgical Top Holdings Inc.) 795. RMCC Cancer Center,Inc. (RMCC 759. PSS Southeast Asia Limited Cancer Center, LLC) 760. PSS World Medical,Inc. 796. RMCC Cancer Center, LLC 761. PST Products,LLC 797. ROSA of Eastern Shore, LLC 762. PST Services,Inc. (PST Products, LLC) 798. ROSA of Georgia, LLC 763. Purchasing Alliance for Clinical 799. ROSA of South Alabama, LLC Therapeutics, LLC 800. ROSA of Southern New Jersey, LLC 764. R F FOSKETT & SON LIMITED, 801. Roth Medical Services, Inc. England 802. RPRS, LLC 765. R GORDON DRUMMOND LIMITED, 803. RX Information Technology LLC England 804. RxC Acquisition Company 766. R/X Automation Solutions, LLC 805. RxCrossroads 3PL LLC 767. Raabtal-Apotheke Mag.pharm. Karin 806. Ryle and De Lacy Pharmacies Limited, Drawetz KG, Landesgericht Graz Ireland 768. Radiation Oncology Services of America, 807. S.K.U., Inc. Inc. 808. Salus-Apotheke Mag. pharm. Simone 769. Radiotherapy Clinic Holdings, LLC Gaigg KG, Salzburg 770. Radiotherapy Clinics of Kentuckiana, 809. Salvator-Apotheke Mag.pharm. LLC Gertrude P6lz1 KG, LG Leoben 771. Radiotherapy Clinics of Kentuckiana-2, 810. San Bruno Mountain Ltd.,A California LLC Limited Partnership 772. Radius Data Solutions, LLC 811. Sandviken Apotek AS 773. Radius Reimbursement Services, LLC 812. Sangers(Northern Ireland)Limited, 774. Radunnco, Inc. Northern Ireland 775. Rancare,Inc. 813. SANOVA Pharma GesmbH,HG Wien 776. Randolph Home Care Inc. 814. SAVORY&MOORE (JERSEY) 777. Randolph Medical Inc. LIMITED, Jersey 778. RCOG Cancer Centers, LLC 815. SAVORY&MOORE LIMITED, 779. Rebel Distributors Corp. (McKesson Scotland Medical-Surgical Top Holdings Inc.) 816. SCHOLES (CHEMISTS)LIMITED, 780. recucare GmbH, Stuttgart England 781. recusana GmbH, Stuttgart 817. Schutzengelapotheke Neufeld Mag. 782. Regenbogenapotheke "Am Leberberg" Schweifer KG, LG Eisenstadt Mag.pharm. Andreas Portisch KG, HG 818. Scrip Pak, LLC(Linear Holdings, LLC) Wien 819. Script2U Holdings LLC 783. RelayHealth Corporation(McKesson 820. Script2U LLC Information Solutions LLC) 821. ScriptHero LLC 784. Renoir Acquisition Corporation 822. ScriptHero Pharmacy Holdings LLC 785. Renoir Acquisition Corporation(DE) 823. ScriptHero Pharmacy LLC 786. RESEAU SANTE, BREST 824. Select RX, LLC(Linear Holdings, LLC) 787. RetraceHealth,Inc. 825. SelectPlus Oncology, LLC 788. Rexall Pharmacy Group Ltd. 826. Sens Arbeidsinkludering AS 789. Rexall/Pharma Plus Pharmacies(BC)Ltd. 827. Sens Eiendom AS 790. Rexall/Pharma Plus Pharmacies(Sask) 828. Sens Gruppen AS Ltd. 829. Sens Utvikling AS J-26 830. SERVICE DE LA REPARTITION 863. Stat RX USA, LLC(Linear Holdings, PHARMACEUTIQUE,Paris LLC) 831. SF Valley Derm Equipment I, LLC 864. STATIM FINANCE LIMITED, England 832. Sherman Oaks Radiation Oncology, LLC 865. STEPHEN SMITH LIMITED, Guernsey (Vantage Oncology Treatment Centers, 866. Sterling Medical Services, LLC LLC) (McKesson Patient Care Solutions Inc.) 833. Sherman Oaks Radiation Technology, 867. STQ LLC LLC(Vantage Oncology Treatment 868. Strategic Health Alliance II,Inc. Centers, LLC) 869. Strategic Health Alliance Management 834. Shoup Properties, Inc. Corp. 835. SHS V Medtech Investments GmbH& 870. Strategic Sourcing Services LLC Co. KG 871. Streator Radiation Oncology, LLC 836. Simply Medical LLC 872. Stubaital-Apotheke Mag.pharm. Christian 837. SIVEM Pharmaceuticals ULC/SIVEM Kernstock KG, LG Innsbruck Produits Pharmaceutiques ULC 873. Summa Script LLC 838. Six R Investments, Inc. 874. Sund Apotek AS 839. SOCIETE COOPERATIVE OUEST 875. SUPERFIELD LIMITED, England PARTAGE, BREST 876. Supplylogix LLC 840. SOCIETE D'ETUDES ET DE 877. T AND I WHITE LIMITED, England REALISATIONS INFORMATIQUES, 878. T. Sheridan Sales&Marketing, Dublin Monaco 879. Tabor Apotheke Mag.pharm. Wolfram 841. Sofarmex BVBA, Belgium Schaden KG, LG Steyr 842. Sofiadis SCRL, Belgium 880. Targa Parent Holdings, LLC 843. Soldier Acquisition Corporation 881. TBC Products, Inc. 844. SOPI The Lough Limited,Ireland 882. Temperature Controlled Pharmaceuticals 845. SOPI Youghal Limited, Ireland Limited 846. SourceTenn LLC 883. Test Corporation changed 2 GM 3 AG 847. South Alabama Cancer Centers, LLC 884. Test Entity-Corporation 848. South Bay Radiation Oncology, LLC 885. Test Entity-Corporation(Glenette) 849. South Pacific Medical Inc. 886. Test Entity-LLC(Anne) 850. Southeast Merger Corp. 887. Test Entity-LLC(Glenette) 851. Southeast Texas Cancer Centers, L.P. 888. Test Entity-LLC(Karen) 852. Southern California Radiation Oncology, 889. Test Entity-LLC(Melissa) LLC 890. Test Entity-LP 853. Spider Acquisition Corporation 891. Test Entity-Manager LLC 854. Spirit Acquisition Corporation 892. Test Entity-Member LLC 855. Spring Valley Industries, LLC 893. Test Entity-Parent Corporation 856. St. Louis Pharmaceutical Services, LLC 894. Texas Pharmaceutical Services, LLC 857. St. Lucas-Apotheke Mag.pharm. Ilona 895. Texas Proton Therapy Center, LLC Elisabeth Leitner KG, HG Wien 896. The Oregon Cancer Centers, Ltd. 858. St. Markus Apotheke Dr. Elke 897. Theratech,Inc. (McKesson Medical- Kramberger-Kaplan KG, LG Linz Surgical Top Holdings Inc.) 859. St. Richard Apotheke Mag.pharm.Ursula 898. Thriftymed, Inc. (McKesson Medical- Kohl KG, Landesgericht Korneuburg Surgical Top Holdings Inc.) 860. Stadion-Apotheke Mag. pharm. Ulrike 899. THURNBY ROSE LIMITED, England Grosser-Schmidt KG, LG St. P61ten 900. Titus Home Health Care LLC 861. Stadt-Apotheke "Zur heiligen Barbara" 901. Tjellesen Max Jenne A/S, Rodovre Mag. pharm. Igor Mauritsch KG,Austria 902. Todin A/S, Denmark 862. Stadtapotheke Fiirstenfeld Mag.pharm. 903. TOPS Pharmacy Services,Inc. Waltraud Maier KG, Landesgericht Graz 904. Tower Radiation Technology, LLC 905. Tracer Enterprises LLC J-27 906. Tri-State Radiation Oncology Centers, 941. Vantage Cancer Centers of Georgia, LLC LLC 942. Vantage Central Ohio Radiation Therapy, 907. Tuna Acquisition Corp. LLC 908. Tyler Radiation Equipment Leasing, LLC 943. Vantage Equipment Acquisition, LLC 909. Unicare Dispensers 16 Limited,Ireland 944. Vantage Exton Radiation Oncology, LLC 910. Unicare Dispensers 27 Limited,Ireland 945. Vantage Medical Management Services, 911. Unicare Dispensers 5 Limited, Ireland LLC 912. Unicare Pharmacy Group Limited, Dublin 946. Vantage Mokena Radiation Oncology, 913. United Drug (Wholesale)Limited LLC 914. United Drug Distributors Ireland Limited 947. Vantage Oncology-Brooklyn, LLC 915. Unity Oncology, LLC 948. Vantage Oncology Centers-Beverly 916. Urbani-Apotheke Mag.pharm. Bernhard Hills, LLC Prattes KG, LG Graz 949. Vantage Oncology Finance Co. (Vantage 917. US Oncology Corporate,Inc. Oncology, LLC) 918. US Oncology Holdings,Inc. 950. Vantage Oncology Holdings, LLC 919. US Oncology Lab Services, LLC 951. Vantage Oncology LLC PAC Corporation 920. US Oncology Pharmaceutical Services, 952. Vantage Oncology Physics, LLC LLC 953. Vantage Oncology Treatment Centers- 921. US Oncology Pharmacy GPO, L.P. Brevard, LLC 922. US Oncology Reimbursement Solutions, 954. Vantage Oncology Treatment Centers- LLC Brockton, LLC 923. US Oncology Research,Inc. (US 955. Vantage Oncology Treatment Centers- Oncology Research, LLC) Central Florida, LLC(Vantage Oncology 924. US Oncology Research, LLC Treatment Centers, LLC) 925. US Oncology Specialty, LP 956. Vantage Oncology Treatment Centers- 926. US Oncology, Inc. Northern Arizona, LLC 927. USCITA LIMITED, England 957. Vantage Oncology Treatment Centers- 928. USON Insurance Company Ohio, LLC(Vantage Oncology Treatment 929. USON Risk Retention Group,Inc. Centers, LLC) 930. Utah Acquisition Corporation 958. Vantage Oncology Treatment Centers- 931. Valley Equipment Company San Antonio, LLC(Vantage Oncology 932. Vantage Acquisition Company,LLC Treatment Centers, LLC) (Vantage Oncology, LLC) 959. Vantage Oncology Treatment Centers- 933. Vantage Acquisition Finance, LLC Tri-State,LLC (Vantage Oncology, LLC) 960. Vantage Oncology Treatment Centers, 934. Vantage Cancer Care -Alabama, LLC LLC (Vantage Cancer Care Networks,LLC) 961. Vantage Oncology, LLC 935. Vantage Cancer Care -Indiana, LLC 962. Vantage Operational Support Services, (Vantage Cancer Care Networks, LLC) LLC 936. Vantage Cancer Care -New Mexico, LLC 963. Vantage Radiation Oncology Associates, (Vantage Cancer Care Networks,LLC) LLC 937. Vantage Cancer Care Network of 964. Vantage San Antonio Radiation Alabama, LLC(Vantage Cancer Care Oncology, LLC(Vantage Oncology Networks, LLC) Treatment Centers - San Antonio, LLC) 938. Vantage Cancer Care Network of Indiana, 965. Vantage South Suburban Radiation LLC(Vantage Cancer Care Networks, Oncology, LLC LLC) 966. VC Services,Inc. 939. Vantage Cancer Care Network of New 967. VEC GP, LLC Mexico, LLC(Vantage Cancer Care 968. VerbalCare, LLC Networks, LLC) 969. Verdal Apotek AS 940. Vantage Cancer Care Networks, LLC 970. Very Important Products,Inc. J-28 971. Visitacion Associates 972. Vitapharm,proizvodnja in trgovina farmacevtskih izdelkov d.o.o., Murska Sobota 973. Vitusapotek Jessheim Storsenter AS 974. Vitus-Apoteket Torvbyen Fredrikstad AS 975. VOTC-Queens, LLC 976. Vulcan Acquisition Subsidiary, Inc. 977. W H CHANTER LIMITED, England 978. W H GREEN(CHEMISTS)LIMITED, England 979. W JAMIESON(CHEMISTS)LIMITED, England 980. W.H.C.P. (DUNDEE)LIMITED, Scotland 981. Walsh Distribution, L.L.C. 982. Walsh Healthcare Solutions LLC 983. Walsh Healthcare Solutions,Inc. 984. Walsh Heartland, L.L.C. 985. Walsh Southwest L.L.C. 986. Well.ca ULC 987. West Florida Radiation Therapy, LLC 988. West Wholesale Drug Co. 989. WESTCLOSE LIMITED, England 990. Western Tumor Radiation Oncology, LLC (Vantage Oncology Treatment Centers, LLC) 991. Westside LA Derm Equipment I, LLC 992. WFCC Radiation Management Company, LLC 993. Wickham Radiation Oncology, LLC (Vantage Oncology Treatment Centers, LLC) 994. Wiley Industries, LLC 995. Wilkes Barre Radiation Technology, LLC (Vantage Oncology Treatment Centers, LLC) 996. Wilkes-Barre Radiation Oncology, LLC 997. Windmill Realty, LLC 998. WOODSIDE PHARMACY(GLASGOW) LIMITED, Scotland 999. World Medical Government Solutions, LLC 1000.WorldMed Shared Services, Inc. 1001.WZ-WundZentren GmbH,AG Dusseldorf 1002.Ybbstal-Apotheke Mag.pharm. Adelheid Tazreiter KG, LG St. P61ten 1003.Zeepro, Inc. J-29 EXHIBIT K Subdivision Settlement Participation Form Governmental Entity: State: Authorized Official: Address l: Address 2: City, State, Zip: Phone: Email: The governmental entity identified above ("Governmental Entity"), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated July 21, 2021 ("Distributor Settlement"), and acting through the undersigned authorized official, hereby elects to participate in the Distributor Settlement, release all Released Claims against all Released Entities, and agrees as follows. 1. The Governmental Entity is aware of and has reviewed the Distributor Settlement, understands that all terms in this Participation Form have the meanings defined therein, and agrees that by signing this Participation Form, the Governmental Entity elects to participate in the Distributor Settlement and become a Participating Subdivision as provided therein. 2. The Governmental Entity shall, within 14 days of the Reference Date and prior to the filing of the Consent Judgment, secure the dismissal with prejudice of any Released Claims that it has filed. 3. The Governmental Entity agrees to the terms of the Distributor Settlement pertaining to Subdivisions as defined therein. 4. By agreeing to the terms of the Distributor Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date. 5. The Governmental Entity agrees to use any monies it receives through the Distributor Settlement solely for the purposes provided therein. 6. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity's state where the Consent Judgment is filed for purposes limited to that court's role as provided in, and for resolving disputes to the extent provided in, the Distributor Settlement. The Governmental Entity likewise agrees to arbitrate before the National Arbitration Panel as provided in, and for resolving disputes to the extent otherwise provided in, the Distributor Settlement. K-1 7. The Governmental Entity has the right to enforce the Distributor Settlement as provided therein. 8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Distributor Settlement, including, but not limited to, all provisions of Part XI, and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Distributor Settlement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Distributor Settlement shall be a complete bar to any Released Claim. 9. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set forth in the Distributor Settlement. 10. In connection with the releases provided for in the Distributor Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads: General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released parry. A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities' decision to participate in the Distributor Settlement. K-2 11. Nothing herein is intended to modify in any way the terms of the Distributor Settlement, to which Governmental Entity hereby agrees. To the extent this Participation Form is interpreted differently from the Distributor Settlement in any respect, the Distributor Settlement controls. I have all necessary power and authorization to execute this Participation Form on behalf of the Governmental Entity. Signature: Name: Title: Date: K-3 EXHIBIT L Settlement Fund Administrator This Exhibit L will be appended to the Agreement prior to the Initial Participation Date pursuant to Section I.MMM. L-I EXHIBIT M Settlement Payment Schedule $21— $21— $2141 $211— $1— $1— $— $--.— $2 $— $— $2 $Z---. $12 $12 $12 $12 $13sxsv.12 $1,3szss,.12 $-12 $1,3szss,.12 $1,3cxsv12 $-12 $1,14-12 $-12 $-12 $11 Fee Fina 53-0 23 �— Sam 56—7 70 5,30 55— 55— 5-,— 5G 5-,Ga. 5.1,G— M. M. M. M. M. M. M. M. 5-11 19 mm mm mm mm m. m. 55—55—55—55— $Ifil,1%11.11 1-11— $ M-1 EXHIBIT N Additional Restitution Amount Allocation American Samoa 0.0269444247% Arizona 3.6430210329% California 16.2669545320% Colorado 2.7085512198% Connecticut 2.1096636070% District of Columbia 0.3322525916% Guam 0.0804074609% Illinois 5.4255643065% Iowa 1.2999070108% Kansas 1.3410510698% Louisiana 2.3525361878% Maine 0.9038789471% Maryland 3.2974316916% Massachusetts 3.6093694218% Minnesota 2.1790874099% Missouri 3.1849331362% N. Mariana Islands 0.0285222675% Nebraska 0.7246475605% New Jersey 4.3741379541% New York 9.7303039729% North Carolina 5.1803544928% North Dakota 0.3171626484% Oregon 2.2051475878% Pennsylvania 7.0279415168% Tennessee 4.2216179010% Texas 10.4894528864% Virgin Islands 0.0544915651% Virginia 3.7333854452% Wisconsin 2.8360231633% Wyoming 0.3152569876% N-1 EXHIBIT O Adoption of a State-Subdivision Agreement A State-Subdivision Agreement shall be applied if it meets the requirements of Section V and is approved by the State and by the State's Subdivisions as follows: 1. Requirements for Approval. A State-Subdivision Agreement shall be agreed when it has been approved by the State and either(a) Subdivisions whose aggregate "Population Percentages," determined as set forth below, total more than sixty percent(60%), or(b) Subdivisions whose aggregate Population Percentages total more than fifty percent(50%) provided that these Subdivisions also represent fifteen percent(15%) or more of the State's counties or parishes (or, in the case of Settling States whose counties and parishes that do not function as local governments, fifteen percent(15%) of or more of the Settling State's General Purpose Governments that qualify as Subdivisions), by number. 2.Approval Authority. Approval by the State shall be by the Attorney General. Approval by a Subdivision shall be by the appropriate official or legislative body pursuant to the required procedures for that Subdivision to agree to a legally binding settlement. 3. Population Percentage Calculation. For purposes of this Exhibit O only, Population Percentages shall be determined as follows: For States with functional counties or parishes", the Population Percentage of each county or parish shall be deemed to be equal to (a) (1) two hundred percent(200%) of the population of such county or parish, minus (2) the aggregate population of all Primary Incorporated Municipalities located in such county or parish, divided by (b) two hundred percent(200%) of the State's population. A"Primary Incorporated Municipality" means a city, town, village or other municipality incorporated under applicable state law with a population of at least 25,000 that is not located within another incorporated municipality. The Population Percentage of each Primary Incorporated Municipality shall be equal to its population(including the population of any incorporated or unincorporated municipality located therein) divided by two hundred percent(200%) of the State's population; provided that the Population Percentage of a Primary Incorporated Municipality that is not located within a county shall be equal to two hundred percent(200%) of its population (including the population of any incorporated or unincorporated municipality located therein) divided by two hundred percent(200%) of the State's population. For all States that do not have functional counties or parishes, the Population Percentage of each General Purpose Government (including any incorporated or unincorporated municipality located therein), shall be equal to its population divided by the State's population. 4. Preexisting Agreements and Statutory Provisions. A State may include with the notice to its Subdivisions an existing agreement, a proposed agreement, or statutory provisions regarding the distribution and use of settlement funds and have the acceptance of such an agreement or statutory provision be part of the requirements to be an Initial Participating Subdivision. "Certain states do not have counties or parishes that have functional governments,including: Alaska.,Connecticut, Massachusetts,Rhode Island,and Vermont. O-1 5. Revised Agreements. A State-Subdivision Agreement that has been revised, supplemented, or refined shall be applied if it meets the requirements of Section V and is approved by the State and by the State's Subdivisions pursuant to the terms above. O-2 EXHIBIT P Injunctive Relief I. INTRODUCTION A. Within ninety (90) days of the Effective Date unless otherwise set forth herein, each Injunctive Relief Distributor shall implement the injunctive relief terms set forth in Sections II through XIX(the"Injunctive Relief Terms") in its Controlled Substance Monitoring Program ("CSMP"). B. The Effective Date of these Injunctive Relief Terms shall be defined by Section LP of the Settlement Agreement, dated as of July 21, 2021, which incorporates these Injunctive Relief Terms as Exhibit P. IL TERM AND SCOPE A. The duration of the Injunctive Relief Terms contained in Sections IV through XVI shall be ten(10)years from the Effective Date. B. McKesson Corporation, Cardinal Health, Inc., and AmerisourceBergen Corporation are referred to collectively throughout these Injunctive Relief Terms as the "Injunctive Relief Distributors" or individually as an "Injunctive Relief Distributor." Each Injunctive Relief Distributor is bound by the terms herein. C. The requirements contained in Sections VIII through XV shall apply to the distribution of Controlled Substances to Customers by each Injunctive Relief Distributor's Full-Line Wholesale Pharmaceutical Distribution Business, including by any entities acquired by the Injunctive Relief Distributors that are engaged in the Full-Line Wholesale Pharmaceutical Distribution Business. The prior sentence is not limited to activity physically performed at each Injunctive Relief Distributor's distribution centers and includes activity covered by the prior sentence performed by each Injunctive Relief Distributor at any physical location, including at its corporate offices or at the site of a Customer with respect to Sections III through XV. III. DEFINITIONS A. "Audit Report." As defined in Section XVIII.H.3. B. "Chain Customers." Chain retail pharmacies that have centralized corporate headquarters and have multiple specific retail pharmacy locations from which Controlled Substances are dispensed to individual patients. C. "Chief Diversion Control Officer." As defined in Section IV.A. D. "Clearinghouse." The system established by Section XVII. P-1 E. "Clearinghouse Advisory Panel." As defined in Section XVII.13.4. F. "Controlled Substances." Those substances designated under schedules II-V pursuant to the federal Controlled Substances Act and the laws and regulations of the Settling States that incorporate federal schedules II-V. For purposes of the requirements of the Injunctive Relief Terms, Gabapentin shall be treated as a Controlled Substance, except for purposes of Section XII for Customers located in States that do not regulate it as a controlled substance or similar designation(e.g., drug of concern). G. "Corrective Action Plan." As defined in Section XIX.B.7.b. H. "CSMP." As defined in Section I.A. L "CSMP Committee." As defined in Section VI.A. J. "Customers." Refers collectively to current, or where applicable potential, Chain Customers and Independent Retail Pharmacy Customers. "Customers" do not include long-term care facilities, hospital pharmacies, and pharmacies that serve exclusively inpatient facilities. K. "Data Security Event." Refers to any compromise, or threat that gives rise to a reasonable likelihood of compromise, by unauthorized access or inadvertent disclosure impacting the confidentiality, integrity, or availability of Dispensing Data. L. "Dispensing Data." Includes, unless altered by the Clearinghouse Advisory Panel: (i)unique patient IDs; (ii)patient zip codes; (iii) the dates prescriptions were dispensed; (iv) the NDC numbers of the drugs dispensed; (v) the quantities of drugs dispensed; (vi)the day's supply of the drugs dispensed; (vii) the methods of payment for the drugs dispensed; (viii) the prescribers' names; (ix) the prescribers' NPI or DEA numbers; and (x)the prescribers' zip codes or addresses. The Clearinghouse will be solely responsible for collecting Dispensing Data. M. "Draft Report." As defined in Section XVIII.H.1. N. "Effective Date." As defined in Section I.B. O. "Full-Line Wholesale Pharmaceutical Distribution Business." Activity engaged in by distribution centers with a primary business of supplying a wide range of branded, generic, over-the-counter and specialty pharmaceutical products to Customers. P. "Highly Diverted Controlled Substances." Includes: (i) oxycodone; (ii) hydrocodone; (iii)hydromorphone; (iv) tramadol; (v) oxymorphone; (vi) morphine; (vii) methadone; (viii) carisoprodol; (ix) alprazolam; and(x) fentanyl. The Injunctive Relief Distributors shall confer annually and review this list to determine whether changes are appropriate and shall add Controlled Substances to P-2 the list of Highly Diverted Controlled Substances as needed based on information provided by the DEA and/or other sources related to drug diversion trends. The Injunctive Relief Distributors shall notify the State Compliance Review Committee and the Monitor of any additions to the list of Highly Diverted Controlled Substances. Access to Controlled Substances predominately used for Medication-Assisted Treatment shall be considered when making such additions. Q. "Independent Retail Pharmacy Customers." Retail pharmacy locations that do not have centralized corporate headquarters and dispense Controlled Substances to individual patients. R. "Injunctive Relief Distributors." As defined in Section II.B. S. "Injunctive Relief Terms." As defined in Section I.A. T. "Monitor." As defined in Section XVIII.A. U. "National Arbitration Panel." As defined by Section I.GG of the Settlement Agreement, dated as of July 21, 2021, which incorporates these Injunctive Relief Terms as Exhibit P. V. "NDC." National Drug Code. W. "non-Controlled Substance." Prescription medications that are not Controlled Substances. X. "Notice of Potential Violation." As defined in Section XIX.B.2. Y. "Order." A unique Customer request on a specific date for(i) a certain amount of a specific dosage form or strength of a Controlled Substance or(ii) multiple dosage forms and/or strengths of a Controlled Substance. For the purposes of this definition, each line item on a purchasing document or DEA Form 222 is a separate order, except that a group of line items either in the same drug family or DEA base code (based upon the structure of a Injunctive Relief Distributor's CSMP) may be considered to be a single order. Z. "Pharmacy Customer Data." Aggregated and/or non-aggregated data provided by the Customer for a 90-day period. 1. To the extent feasible based on the functionality of a Customer's pharmacy management system, Pharmacy Customer Data shall contain (or, in the case of non-aggregated data, shall be sufficient to determine) the following: a) A list of the total number of prescriptions and dosage units for each NDC for all Controlled Substances and non-Controlled Substances; P-3 b) A list of the top five prescribers of each Highly Diverted Controlled Substance by dosage volume and the top ten prescribers of all Highly Diverted Controlled Substances combined by dosage volume. For each prescriber, the data shall include the following information: (1) Number of prescriptions and doses prescribed for each Highly Diverted Controlled Substance NDC; (2) Number of prescriptions for each unique dosage amount (number of pills per prescription) for each Highly Diverted Controlled Substance NDC; (3) Prescriber name, DEA registration number, and address; and (4) Medical practice/specialties, if available; C) Information on whether the method of payment was cash for(a) Controlled Substances, and(b) non-Controlled Substances; and d) Information on top ten patient residential areas by five-digit ZIP code prefix for filled Highly Diverted Controlled Substances by dosage volume, including number of prescriptions and doses for each Highly Diverted Controlled Substance NDC. 2. Injunctive Relief Distributors are not required to obtain Pharmacy Customer Data for all Customers. Pharmacy Customer Data only needs to be obtained under circumstances required by the Injunctive Relief Terms and the applicable CSMP policies and procedures. Each Injunctive Relief Distributor's CSMP policies and procedures shall describe the appropriate circumstances under which and methods to be used to obtain and analyze Pharmacy Customer Data. 3. Injunctive Relief Distributors shall only collect, use, disclose or retain Pharmacy Customer Data consistent with applicable federal and state privacy and consumer protections laws. Injunctive Relief Distributors shall not be required to collect, use, disclose or retain any data element that is prohibited by law or any element that would require notice to or consent from the party who is the subject of the data element, including, but not limited to, a third party (such as a prescriber) to permit collection, use, disclosure and/or retention of the data. AA. "Potential Violation." As defined in Section XIX.B.1. BB. "Reporting Periods." As defined in Section XVIII.C.1. P-4 CC. "Settling State." As defined by Section I.000 of the Settlement Agreement, dated as of July 21, 2021, which incorporates these Injunctive Relief Terms as Exhibit P. DD. "State Compliance Review Committee." The initial State Compliance Review Committee members are representatives from the Attorneys General Offices of Connecticut, Florida,New York,North Carolina, Tennessee, and Texas. The membership of the State Compliance Review Committee may be amended at the discretion of the Settling States. EE. "Suspicious Orders." As defined under federal law and regulation and the laws and regulations of the Settling States that incorporate the federal Controlled Substances Act. Suspicious Orders currently include, but are not limited to, orders of unusual size, orders deviating substantially from a normal pattern, and orders of unusual frequency. FF. "Threshold." The total volume of a particular drug family, DEA base code, or a particular formulation of a Controlled Substance that an Injunctive Relief Distributor shall allow a Customer to purchase in any particular period. This term may be reassessed during Phase 2-13 of the Clearinghouse. GG. "Third Party Request." A request from an entity other than an Injunctive Relief Distributor, a Settling State, or the Monitor pursuant to a subpoena, court order, data practices act, freedom of information act, public information act, public records act, or similar law. HH. "Top Prescriber." A prescriber who, for a Customer, is either(i) among the top five (5)prescribers of each Highly Diverted Controlled Substance or(ii) among the top ten (10)prescribers of Highly Diverted Controlled Substances combined, as determined from the most recent Pharmacy Customer Data for that Customer. IV. CSMP PERSONNEL A. Each Injunctive Relief Distributor shall establish or maintain the position of Chief Diversion Control Officer, or other appropriately titled position, to oversee the Injunctive Relief Distributor's CSMP. The Chief Diversion Control Officer shall have appropriate experience regarding compliance with the laws and regulations concerning Controlled Substances, in particular laws and regulations requiring effective controls against the potential diversion of Controlled Substances. The Chief Diversion Control Officer shall report directly to either the senior executive responsible for U.S. pharmaceutical distribution or the most senior legal officer at the Injunctive Relief Distributor. B. The Chief Diversion Control Officer shall be responsible for the approval of material revisions to the CSMP. C. The Chief Diversion Control Officer shall provide at least quarterly reports to the CSMP Committee regarding the Injunctive Relief Distributor's operation of the P-5 CSMP, including the implementation of any changes to the CSMP required by these Injunctive Relief Terms. D. An Injunctive Relief Distributor's CSMP functions, including,but not limited to, the onboarding and approval of new Customers for the sale of Controlled Substances, setting and adjusting Customer Thresholds for Controlled Substances, terminating or suspending Customers, and submitting Suspicious Orders and other reports to Settling States (or the Clearinghouse, when operational), but excluding support necessary to perform these functions, shall be conducted exclusively by the Injunctive Relief Distributor's CSMP personnel or qualified third-parry consultants. E. Staffing levels of each Injunctive Relief Distributor's CSMP department shall be reviewed periodically, but at least on an annual basis, by the Injunctive Relief Distributor's CSMP Committee. This review shall include consideration of relevant developments in technology, law, and regulations to ensure the necessary resources are in place to carry out the program in an effective manner. F. Personnel in an Injunctive Relief Distributor's CSMP department shall not report to individuals in an Injunctive Relief Distributor's sales department, and sales personnel shall not be authorized to make decisions regarding the promotion, compensation, demotion, admonition, discipline, commendation, periodic performance reviews, hiring, or firing of CSMP personnel. G. The CSMP policies and procedures shall be published in a form and location readily accessible to all CSMP personnel at each Injunctive Relief Distributor. V. INDEPENDENCE A. For each Injunctive Relief Distributor, sales personnel compensated with commissions shall not be compensated based on revenue or profitability targets or expectations for sales of Controlled Substances. However, each Injunctive Relief Distributor's personnel may, as applicable, be compensated (including incentive compensation)based on formulas that include total sales for all of the Injunctive Relief Distributor's products, including Controlled Substances. The compensation of sales personnel shall not include incentive compensation tied solely to sales of Controlled Substances. B. For any Injunctive Relief Distributor personnel who are compensated at least in part based on Customer sales, the Injunctive Relief Distributor shall ensure the compensation of such personnel is not decreased by a CSMP-related suspension or termination of a Customer or as a direct result of the reduction of sales of Controlled Substances to a Customer pursuant to the CSMP. C. The Injunctive Relief Distributors' sales personnel shall not be authorized to make decisions regarding the implementation of CSMP policies and procedures, the design of the CSMP, the setting or adjustment of Thresholds, or other actions taken pursuant to the CSMP, except sales personnel must provide information P-6 regarding compliance issues to CSMP personnel promptly. The Injunctive Relief Distributors' sales personnel are prohibited from interfering with, obstructing, or otherwise exerting control over any CSMP department decision-making. D. Each Injunctive Relief Distributor shall review its compensation and non- retaliation policies and, if necessary, modify and implement changes to those policies to effectuate the goals of, and incentivize compliance with, the CSMP. E. Each Injunctive Relief Distributor shall maintain a telephone, email, and/or web- based"hotline" to permit employees and/or Customers to anonymously report suspected diversion of Controlled Substances or violations of the CSMP, Injunctive Relief Distributor company policy related to the distribution of Controlled Substances, or applicable law. Each Injunctive Relief Distributor shall share the hotline contact information with their employees and Customers. Each Injunctive Relief Distributor shall maintain all complaints made to the hotline, and document the determinations and bases for those determinations made in response to all complaints. VL OVERSIGHT A. To the extent not already established, each Injunctive Relief Distributor shall establish a committee that includes senior executives with responsibility for legal, compliance, distribution and finance to provide oversight over its CSMP (the "CSMP Committee"). The Chief Diversion Control Officer shall be a member of the CSMP Committee. The CSMP Committee shall not include any employee(s) or person(s)performing any sales functions on behalf of the Injunctive Relief Distributor; provided that service on the CSMP Committee by any senior executives listed in this paragraph whose responsibilities may include, but are not limited to, management of sales functions shall not constitute a breach of the Injunctive Relief Terms. B. Each Injunctive Relief Distributor's CSMP Committee shall have regular meetings during which the Chief Diversion Control Officer shall present to the CSMP Committee with respect to, and the CSMP Committee shall evaluate, among other things: (1) any material modifications and potential enhancements to the CSMP including, but not limited to, those relating to Customer due diligence and Suspicious Order monitoring and reporting; (2) any significant new national and regional diversion trends involving Controlled Substances; (3) the Injunctive Relief Distributor's adherence to the CSMP policies and procedures, the Injunctive Relief Terms, and applicable laws and regulations governing the distribution of Controlled Substances; and (4) any technology, staffing, or other resource needs for the CSMP. The CSMP Committee shall have access to all CSMP reports. The CSMP Committee will review and approve the specific metrics used to identify the Red Flags set forth in Section VIII. C. On a quarterly basis, each Injunctive Relief Distributor's CSMP Committee shall send a written report to the Injunctive Relief Distributor's Chief Executive, Chief P-7 Financial, and Chief Legal Officer, as well as its Board of Directors, addressing: (1)the Injunctive Relief Distributor's substantial adherence to the CSMP policies and procedures, the Injunctive Relief Terms, and applicable laws and regulations governing the distribution of Controlled Substances; (2) recommendations as appropriate about the allocation of resources to ensure the proper functioning of the Injunctive Relief Distributor's CSMP; and (3) significant revisions to the CSMP. The Board of Directors or a committee thereof at each Injunctive Relief Distributor shall document in its minutes its review of the quarterly CSMP Committee reports. D. To the extent not already established, the Board of Directors of each Injunctive Relief Distributor shall establish its own compliance committee (the "Board Compliance Committee")to evaluate, at a minimum, and on a quarterly basis: (1) the CSMP Committee's written reports; (2)the Injunctive Relief Distributor's substantial adherence to the CSMP policies and procedures, the Injunctive Relief Terms, and applicable laws and regulations governing the distribution of Controlled Substances; (3)the Injunctive Relief Distributor's code of conduct and any whistleblower reporting policies, including those prescribed by Section V.E; and (4) any significant regulatory and/or government enforcement matters within the review period relating to the distribution of Controlled Substances. An Injunctive Relief Distributor meets this requirement if it established, prior to the Effective Date, multiple committees of its Board of Directors that together have responsibilities outlined in this paragraph. E. The Board Compliance Committee shall have the authority to: (1) require management of the Injunctive Relief Distributor to conduct audits on any CSMP or legal and regulatory concern pertaining to Controlled Substances distribution, and to update its full Board of Directors on those audits; (2) to commission studies, reviews, reports, or surveys to evaluate the Injunctive Relief Distributor's CSMP performance; (3)request meetings with the Injunctive Relief Distributor's management and CSMP staff, and(4) review the appointment, compensation, performance, and replacement of the Injunctive Relief Distributor's Chief Diversion Control Officer. VII. MANDATORY TRAINING A. Each Injunctive Relief Distributor shall require all new CSMP personnel to attend trainings on its CSMP, its obligations under the Injunctive Relief Terms, and its duties with respect to maintaining effective controls against potential diversion of Controlled Substances and reporting Suspicious Orders pursuant to state and federal laws and regulations prior to conducting any compliance activities for the Injunctive Relief Distributor without supervision. B. Each Injunctive Relief Distributor shall provide annual trainings to CSMP personnel on its CSMP, its obligations under the Injunctive Relief Terms, and its duties to maintain effective controls against potential diversion of Controlled P-8 Substances and report Suspicious Orders pursuant to state and federal laws and regulations. C. On an annual basis, each Injunctive Relief Distributor shall test its CSMP personnel on their knowledge regarding its CSMP, its obligations under the Injunctive Relief Terms, and its duties to maintain effective controls against potential diversion of Controlled Substances and to report Suspicious Orders pursuant to state and federal laws and regulations. D. Each Injunctive Relief Distributor shall train all third-party compliance consultants (defined as non-employees who are expected to devote fifty percent (50%) or more of their time to performing work related to the Injunctive Relief Distributor's CSMP, excluding information technology consultants not engaged in substantive functions related to an Injunctive Relief Distributor's CSMP) performing compliance functions for the Injunctive Relief Distributor in the same manner as the Injunctive Relief Distributor's CSMP personnel. E. At least every three (3) years in the case of existing employees, and within the first six months of hiring new employees, each Injunctive Relief Distributor shall require operations, sales, and senior executive employees to attend trainings on its CSMP, its obligations under the Injunctive Relief Terms, the hotline established in Section V.E, and its duties to maintain effective controls against potential diversion of Controlled Substances and report Suspicious Orders pursuant to state and federal laws and regulations. VIII. RED FLAGS A. Within one hundred and twenty days (120) of the Effective Date, each Injunctive Relief Distributor shall, at a minimum, apply specific metrics to identify the potential Red Flags described in Section VIILD with respect to Independent Retail Pharmacy Customers. For Chain Customers, the metrics used to identify the Red Flags described in Section VIILD may be adjusted based on the specific business model and supplier relationships of the Chain Customer. B. Each Injunctive Relief Distributor shall evaluate and, if necessary, enhance or otherwise adjust the specific metrics it uses to identify Red Flags set forth in Section VIILD. C. Each Injunctive Relief Distributor shall provide annually to the Monitor the specific metrics it uses to identify Red Flags as set forth in Section VIILD. The Monitor shall review the metrics used to identify Red Flags as set forth in Section VIILD to assess whether the metrics are reasonable. The Monitor may, at its discretion, suggest revisions to the metrics in the annual Audit Report as part of the Red Flags Review set forth in Section XVIILF.3.f. Each Injunctive Relief Distributor may rely on its specific metrics to comply with the requirements of Section VIII unless and until the Monitor proposes a revised metric in connection with Section XVIII.H. P-9 D. For purposes of the Injunctive Relief Terms, "Red Flags" are defined as follows: 1. Ordering ratio of Highly Diverted Controlled Substances to non- Controlled Substances: Analyze the ratio of the order volume of all Highly Diverted Controlled Substances to the order volume of all non- Controlled Substances to identify Customers with significant rates of ordering Highly Diverted Controlled Substances. 2. Ordering ratio of Highly Diverted Controlled Substance base codes or drug families to non-Controlled Substances: Analyze the ratio of the order volume of each Highly Diverted Controlled Substance base code or drug family to the total order volume of all non-Controlled Substances to identify Customers with significant rates of ordering each Highly Diverted Controlled Substance base code or drug family. 3. Excessive ordering growth of Controlled Substances: Analyze significant increases in the ordering volume of Controlled Substances using criteria to identify customers that exhibit percentage growth of Controlled Substances substantially in excess of the percentage growth of non-Controlled Substances. 4. Unusual formulation ordering: Analyze ordering of Highly Diverted Controlled Substances to identify customers with significant ordering of high-risk formulations. High-risk formulations include, but are not limited to, 10mg hydrocodone, 8mg hydromorphone, 2mg alprazolam, single- ingredient buprenorphine (i.e., buprenorphine without naloxone), and highly-abused formulations of oxycodone. On an annual basis (or as otherwise necessary), high-risk formulations of Highly Diverted Controlled Substances may be added, removed, or revised based on the Injunctive Relief Distributors' assessment and regulatory guidance. 5. Out-of-area patients: Analyze Pharmacy Customer Data or Dispensing Data to assess volume of prescriptions for Highly Diverted Controlled Substances for out-of-area patients (based on number of miles traveled between a patient's zip code and the pharmacy location, depending on the geographic area of interest) taking into consideration the percentage of out-of-area patients for non-Controlled Substances. 6. Cash prescriptions: Analyze Pharmacy Customer Data or Dispensing Data to assess percentage of cash payments for purchases of Controlled Substances taking into consideration the percentage of cash payments for purchases of non-Controlled Substances. 7. Prescriber activity of Customers: Analyze Pharmacy Customer Data or Dispensing Data to identify Customers that are dispensing Highly Diverted Controlled Substance prescriptions for Top Prescribers as follows: P-10 a) Top Prescribers representing a significant volume of dispensing where the prescriber's practice location is in excess of 50 miles from the pharmacy ("out-of-area"), relative to the percentage of out-of-area prescriptions for non-Controlled Substances. b) Top Prescribers representing prescriptions for the same Highly Diverted Controlled Substances in the same quantities and dosage forms indicative of pattern prescribing (e.g., a prescriber providing many patients with the same high-dose, high-quantity supply of 30mg oxycodone HCL prescription without attention to the varying medical needs of the prescriber's patient population). C) Top Prescribers where the top five (5) or fewer prescribers represent more than fifty percent (50%) of total prescriptions for Highly Diverted Controlled Substances during a specified period. 8. Public regulatory actions against Customers: Review information retrieved from companies that provide licensing and disciplinary history records (e.g., LexisNexis), and/or other public sources, including governmental entities, showing that the Customer, pharmacists working for that Customer, or the Customer's Top Prescribers have been subject, in the last five (5) years, to professional disciplinary sanctions regarding the dispensing or handling of Controlled Substances or law enforcement action related to Controlled Substances diversion. Continued licensing by a relevant state agency may be considered, but shall not be dispositive, in resolving the Red Flag. For Chain Customer locations, representations from each Chain Customer that it reviews its pharmacists' licensing statuses annually and for the regulatory actions described in this paragraph has either(i) taken appropriate employment action, or (ii) disclosed the regulatory action to the Injunctive Relief Distributor, may be considered in resolving the Red Flag. 9. Customer termination data: Review information from the Injunctive Relief Distributor's due diligence files and, when operable, from the Clearinghouse, subject to Section VIII.F, regarding Customers that have been terminated from ordering Controlled Substances by another distributor due to concerns regarding Controlled Substances. E. For any Red Flag evaluation in Section VIILD that may be performed using Pharmacy Customer Data or Dispensing Data, an Injunctive Relief Distributor will analyze the Red Flag using Pharmacy Customer Data, to the extent feasible based on the functionality of a Customer's pharmacy management system, until Dispensing Data is collected and analyzed by the Clearinghouse as described in Section XVII. Until Dispensing Data is collected and analyzed by the Clearinghouse, an Injunctive Relief Distributor may satisfy the Red Flag evaluations in Sections VIILD.5 through VIILD.? by engaging in considerations of out-of-area patients, cash payments for prescriptions and Top Prescribers P-11 without satisfying the specific requirements of Sections VIILD.5 through VIILD.7. In the event that the Clearinghouse is not collecting and analyzing Dispensing Data within two years of the Effective Date, the Injunctive Relief Distributors and the State Compliance Review Committee shall meet and confer to consider alternatives for the performance of the analysis required by Sections VIILD.5 through VIILD.7 using Pharmacy Customer Data. F. As provided for in Section XVII.C.4, the foregoing Red Flag evaluations may be performed by the Clearinghouse and reported to the relevant Injunctive Relief Distributors. G. The Injunctive Relief Distributors and the State Compliance Review Committee shall work in good faith to identify additional potential Red Flags that can be derived from the data analytics to be performed by the Clearinghouse. IX. ONBOARDING A. For each Injunctive Relief Distributor, prior to initiating the sale of Controlled Substances to a potential Customer, a member of the Injunctive Relief Distributor's CSMP department(or a qualified third-parry compliance consultant trained on the Injunctive Relief Distributor's CSMP) shall perform the following due diligence: 1. Interview the pharmacist-in-charge, either over the telephone, via videoconference, or in person. The interview shall include questions regarding the manner in which the potential Customer maintains effective controls against the potential diversion of Controlled Substances. 2. Obtain a"Pharmacy Questionnaire" completed by the owner and/or pharmacist-in-charge of the potential Customer. The Pharmacy Questionnaire shall require going-concern potential Customers to list their top ten(10)prescribers for Highly Diverted Controlled Substances combined, along with the prescriber's specialty, unless the Injunctive Relief Distributor is able to obtain this data otherwise. The Pharmacy Questionnaire shall also require disclosure of the identity of all other distributors that serve the potential Customer, and whether the potential Customer has been terminated or suspended from ordering Controlled Substances by another distributor and the reason for any termination or suspension. The Pharmacy Questionnaire shall request information that would allow the Injunctive Relief Distributor to identify Red Flags, including questions regarding the manner in which the potential Customer maintains effective controls against the potential diversion of Controlled Substances. A potential Customer's responses to the Pharmacy Questionnaire shall be verified, to the extent applicable and practicable, against external sources (for example, the Clearinghouse, once operational, and Automation of Reports and Consolidated Orders System ("ARCOS") data made available to the Injunctive Relief Distributor by the P-12 DEA). The Pharmacy Questionnaire shall be maintained by the Injunctive Relief Distributor in a database accessible to its CSMP personnel. 3. Complete a written onboarding report to be maintained in a database accessible to the Injunctive Relief Distributor's CSMP personnel reflecting the findings of the interview and any site visit, the findings regarding the identification of and, if applicable, conclusion concerning any Red Flag associated with the pharmacy, as well as an analysis of the Pharmacy Questionnaire referenced in the preceding paragraph. 4. For going-concern potential Customers, review Pharmacy Customer Data to assist with the identification of any Red Flags. 5. Document whether the potential Customer or the pharmacist-in-charge has been subject to any professional disciplinary sanctions or law enforcement activity related to Controlled Substances dispensing, and, if so, the basis for that action. For Chain Customers, this provision shall apply to the potential specific pharmacies in question. B. For Chain Customers, each Injunctive Relief Distributor may obtain the information in Section IX.A from a corporate representative of the Chain Customer. C. In the event that an Injunctive Relief Distributor identifies one or more unresolved Red Flags or other information indicative of potential diversion of Controlled Substances through the onboarding process or otherwise, the Injunctive Relief Distributor shall refrain from selling Controlled Substances to the potential Customer pending additional due diligence. If following additional due diligence, the Injunctive Relief Distributor is unable to resolve the Red Flags or other information indicative of diversion, the Injunctive Relief Distributor shall not initiate the sale of Controlled Substances to the potential Customer and shall report the potential Customer consistent with Section XIV. If the Injunctive Relief Distributor determines that the potential Customer may be onboarded for the sale of Controlled Substances, the Injunctive Relief Distributor shall document the decision and the bases for its decision. Such a good faith determination, if documented, shall not serve, without more, as the basis of a future claim of non- compliance with the Injunctive Relief Terms. For Chain Customers, these provisions shall apply to the potential specific pharmacies in question. X. ONGOING DUE DILIGENCE A. Each Injunctive Relief Distributor shall periodically review its procedures and systems for detecting patterns or trends in Customer order data or other information used to evaluate whether a Customer is maintaining effective controls against diversion. B. Each Injunctive Relief Distributor shall conduct periodic proactive compliance reviews of its Customers' performance in satisfying their corresponding P-13 responsibilities to maintain effective controls against the diversion of Controlled Substances. C. Each Injunctive Relief Distributor shall review ARCOS data made available to it by the DEA and, once operational, by the Clearinghouse, to assist with Customer specific due diligence. For Chain Customers, this provision shall apply to the potential specific pharmacies in question. D. Each Injunctive Relief Distributor shall conduct due diligence as set forth in its CSMP policies and procedures in response to concerns of potential diversion of Controlled Substances at its Customers. For Chain Customers, these provisions shall apply to the specific pharmacies in question. The due diligence required by an Injunctive Relief Distributor's CSMP policies and procedures may depend on the information or events at issue. The information or events raising concerns of potential diversion of Controlled Substances at a Customer include but are not limited to: 1. The discovery of one or more unresolved Red Flags; 2. The receipt of information directly from law enforcement or regulators concerning potential diversion of Controlled Substances at or by a Customer; 3. The receipt of information concerning the suspension or revocation of pharmacist's DEA registration or state license related to potential diversion of Controlled Substances; 4. The receipt of reliable information through the hotline established in Section V.E concerning suspected diversion of Controlled Substances at the Customer; 5. The receipt of reliable information from another distributor concerning suspected diversion of Controlled Substances at the Customer; or 6. Receipt of other reliable information that the Customer is engaged in conduct indicative of diversion or is failing to adhere to its corresponding responsibility to prevent the diversion of Highly Diverted Controlled Substances. E. On an annual basis, each Injunctive Relief Distributor shall obtain updated pharmacy questionnaires from five hundred (500) Customers to include the following: 1. The top 250 Customers by combined volume of Highly Diverted Controlled Substances purchased from the Injunctive Relief Distributor measured as of the end of the relevant calendar year; and P-14 2. Additional Customers selected as a representative sample of various geographic regions, customer types (Independent Retail Pharmacy Customers and Chain Customers), and distribution centers. Each Injunctive Relief Distributor's Chief Diversion Control Officer shall develop risk-based criteria for the sample selection. F. Scope of Review 1. For reviews triggered by Section X.D, an Injunctive Relief Distributor shall conduct due diligence and obtain updated Pharmacy Customer Data or equivalent, or more comprehensive data from the Clearinghouse if needed, as set forth in its CSMP policies and procedures. 2. For questionnaires collected pursuant to Section X.E, Injunctive Relief Distributors shall conduct a due diligence review consistent with the Injunctive Relief Distributors' CSMP policies and procedures. These annual diligence reviews shall be performed in addition to any of the diligence reviews performed under Section X.D, but may reasonably rely on reviews performed under Section X.D. 3. If the Injunctive Relief Distributor decides to terminate the Customer due to concerns regarding potential diversion of Controlled Substances, the Injunctive Relief Distributor shall promptly cease the sale of Controlled Substances to the Customer and report the Customer consistent with Section XIV. If the Injunctive Relief Distributor decides not to terminate the Customer, the Injunctive Relief Distributor shall document that determination and the basis therefor. Such a good faith determination, if documented, shall not, without more, serve as the basis of a future claim of non-compliance with the Injunctive Relief Terms. XI. SITE VISITS A. Each Injunctive Relief Distributor shall conduct site visits, including unannounced site visits, where appropriate, of Customers, as necessary, as part of Customer due diligence. B. During site visits, an Injunctive Relief Distributor's CSMP personnel or qualified third-party compliance consultants shall interview the pharmacist-in-charge or other relevant Customer employees, if appropriate, about any potential Red Flags and the Customer's maintenance of effective controls against the potential diversion of Controlled Substances. C. An Injunctive Relief Distributor's CSMP personnel or qualified third-party compliance consultants who conduct site visits shall document the findings of any site visit. D. Site visit and all other compliance reports shall be maintained by each Injunctive Relief Distributor in a database accessible to all CSMP personnel. P-15 XII. THRESHOLDS A. Each Injunctive Relief Distributor shall use Thresholds to identify potentially Suspicious Orders of Controlled Substances from Customers. B. Each Injunctive Relief Distributor's CSMP department shall be responsible for the oversight of the process for establishing and modifying Thresholds. The sales departments of the Injunctive Relief Distributors shall not have the authority to establish or adjust Thresholds for any Customer or participate in any decisions regarding establishment or adjustment of Thresholds. C. Injunctive Relief Distributors shall not provide Customers specific information about their Thresholds or how their Thresholds are calculated. 1. Threshold Setting a) Injunctive Relief Distributors shall primarily use model-based thresholds. For certain circumstances, Injunctive Relief Distributors may apply a non-model threshold based on documented customer diligence and analysis. b) Each Injunctive Relief Distributor shall include in its Annual Threshold Analysis and Assessment Report(as required by Section XVIILF.3.c) to the Monitor summary statistics regarding the use of non-model thresholds and such information shall be considered by the Monitor as part of its Threshold Setting Process Review in the annual Audit Report. C) For the purposes of establishing and maintaining Thresholds, each Injunctive Relief Distributor shall take into account the Controlled Substances diversion risk of each drug base code. The diversion risk of each base code should be defined and reassessed annually by the Injunctive Relief Distributor's CSMP Committee and reviewed by the Monitor. d) Each Injunctive Relief Distributor shall establish Thresholds for new Customers prior to supplying those Customers with Controlled Substances and shall continue to have Thresholds in place at all times for each Customer to which it supplies Controlled Substances. e) When ordering volume from other distributors becomes readily available from the Clearinghouse, an Injunctive Relief Distributor shall consider including such information as soon as reasonably practicable in establishing and maintaining Thresholds. P-16 f) Each Injunctive Relief Distributor shall incorporate the following guiding principles in establishing and maintaining Customer Thresholds, except when inapplicable to non-model Thresholds: (1) Thresholds shall take into account the number of non- Controlled Substance dosage units distributed to, dispensed and/or number of prescriptions dispensed by the Customer to assist with the determination of Customer size. As a general matter, smaller customers should have lower Thresholds than larger customers. (2) For the purposes of establishing and maintaining Thresholds, Injunctive Relief Distributors shall use statistical models that are appropriate to the underlying data. (3) For the purposes of establishing and maintaining Thresholds, Injunctive Relief Distributors shall take into account a Customer's ordering and/or dispensing history for a specified period of time. (4) For the purposes of establishing and maintaining Thresholds, Injunctive Relief Distributors shall take into account the ordering history of Customers within similar geographic regions, or, where appropriate for Chain Customers, ordering history within the chain. (5) If appropriate, Thresholds may take into account the characteristics of Customers with similar business models. (a) A Customer's statement that it employs a particular business model must be verified, to the extent practicable, before that business model is taken into account in establishing and maintaining a Customer's Threshold. 2. Threshold Auditing a) The Injunctive Relief Distributors shall review their respective Customer Thresholds at least on an annual basis and modify them where appropriate. b) Each Injunctive Relief Distributor's CSMP department shall annually evaluate its Threshold setting methodology and processes and its CSMP personnel's performance in adhering to those policies. 3. Threshold Changes P-17 a) An Injunctive Relief Distributor may increase or decrease a Customer Threshold as set forth in its CSMP policies and procedures, subject to Sections XII.C.3.b through XII.C.3.e. b) Prior to approving any Threshold change request by a Customer, each Injunctive Relief Distributor shall conduct due diligence to determine whether an increase to the Threshold is warranted. This due diligence shall include obtaining from the Customer the basis for the Threshold change request, obtaining and reviewing Dispensing Data and/or Pharmacy Customer Data for the previous three (3) months for due diligence purposes, and, as needed, conducting an on-site visit to the Customer. This Threshold change request diligence shall be conducted by the Injunctive Relief Distributor's CSMP personnel. C) No Injunctive Relief Distributor shall proactively contact a Customer to suggest that the Customer request an increase to any of its Thresholds, to inform the Customer that its Orders-to-date are approaching its Thresholds or to recommend to the Customer the amount of a requested Threshold increase. It shall not be a violation of this paragraph to provide Chain Customer headquarters reporting on one or more individual Chain Customer pharmacy location(s) to support the anti-diversion efforts of the Chain Customer's headquarters staff, and it shall not be a violation of this paragraph for the Injunctive Relief Distributor's CSMP personnel to contact Customers to seek to understand a Customer's ordering patterns. d) An Injunctive Relief Distributor's Chief Diversion Control Officer may approve criteria for potential adjustments to Customer Thresholds to account for circumstances where the Thresholds produced by the ordinary operation of the statistical models require modification. Such circumstances include adjustments to account for seasonal ordering of certain Controlled Substances that are based on documented diligence and analysis, adjustments made to permit ordering of certain Controlled Substances during a declared national or state emergency(e.g., COVID-19 pandemic), IT errors, and data anomalies causing results that are inconsistent with the design of the statistical models. Each Injunctive Relief Distributor shall include in its Annual Threshold Analysis and Assessment Report (as required by Section XVIILF.3.c) to the Monitor information regarding the use of this paragraph and such information shall be considered by the Monitor as part of its Threshold Setting Process Review in the annual Audit Report. e) Any decision to raise a Customer's Threshold in response to a request by a Customer to adjust its Threshold must be documented P-18 in a writing and state the reason(s) for the change. The decision must be consistent with the Injunctive Relief Distributor's CSMP and documented appropriately. XIII. SUSPICIOUS ORDER REPORTING AND NON-SHIPMENT A. Each Injunctive Relief Distributor shall report Suspicious Orders to the Settling States ("Suspicious Order Reports" or"SORs"), including those Settling States that do not currently require such SORs, at the election of the Settling State. B. For the SORs required by the Injunctive Relief Terms, each Injunctive Relief Distributor shall report Orders that exceed a Threshold for Controlled Substances set pursuant to the processes in Section XII that are blocked and not shipped. C. No Injunctive Relief Distributor shall ship any Order that it(i)reports pursuant to Sections XIILA or XIILB, or(ii)would have been required to report pursuant to Sections XIII.A or XIII.B had the Settling State elected to receive SORs. D. In reporting Suspicious Orders to the Settling States, the Injunctive Relief Distributors shall file SORs in a standardized electronic format that is uniform among the Settling States and contains the following information fields: 1. Customer name; 2. Customer address; 3. DEA registration number; 4. State pharmacy license number; 5. Date of order; 6. NDC number; 7. Quantity; 8. Explanation for why the order is suspicious (up to 250 characters): Details that are order-specific regarding why an order was flagged as a Suspicious Order, including specific criteria used by an Injunctive Relief Distributor's Threshold system (except phrases such as "order is of unusual size" without any additional detail are not acceptable); and 9. Name and contact information for a knowledgeable designee within the Injunctive Relief Distributor's CSMP department to be a point of contact for the SORs. E. On a quarterly basis, each Injunctive Relief Distributor shall provide a summary report to the Settling States that elect to receive it that provides the following P-19 information for the relevant quarter with respect to the top ten (10) Customers by volume for each Highly Diverted Controlled Substance base code that have placed a Suspicious Order for that base code, in that quarter(for Chain Customers, only individual pharmacies in the chain will considered for evaluation as a top ten (10) Customer): 1. The number of SORs submitted for that Customer by base code; 2. The Customer's order volume by base code for the quarter for all Highly Diverted Controlled Substances; 3. The Customer's order frequency by base code for the quarter for all Highly Diverted Controlled Substances; 4. For each Highly Diverted Controlled Substance base code, the ratio of the Customer's order volume for that base code to the volume of all pharmaceutical orders for the quarter; and 5. The ratio of the Customer's order volume of all Controlled Substances to the volume of all pharmaceutical orders for the quarter. F. The Injunctive Relief Distributors shall only be required to file a single, uniform, electronic form of SOR with any Settling State that receives SORs pursuant to these Injunctive Relief Terms. A Settling State retains the authority pursuant to applicable state law or relevant state agency authority to request additional information about a particular SOR. G. It is the objective of the Settling States and the Injunctive Relief Distributors for the Injunctive Relief Distributors to provide SORs to Settling States that identify the same Suspicious Orders as reported to the DEA pursuant to the definition and requirements of the federal Controlled Substances Act and its regulations, although the fields of the SORs submitted to the Settling States as required by Section XIII may differ from the content required by the DEA. To the extent federal definitions and requirements materially change during the term of the Injunctive Relief Terms, the Injunctive Relief Distributors may be required to adjust the format and content of the SORs to meet these federal requirements. The Injunctive Relief Distributors and the State Compliance Review Committee will engage in good faith discussions regarding such adjustments. H. It shall not be a violation of the Injunctive Relief Terms if an Injunctive Relief Distributor ships a Suspicious Order or fails to submit or transmit a SOR if: 1. The shipment of the Suspicious Order or failed SOR transmission was due to a computer error(data entry mistakes, coding errors, computer logic issues, software malfunctions, and other computer errors or IT failures); and P-20 2. The Injunctive Relief Distributor reports the error, including a description of measures that will be taken to prevent recurrence of the error, to any affected Settling State, the State Compliance Review Committee, and the Monitor within five (5)business days of its discovery. XIV. TERMINATED CUSTOMERS A. Each Injunctive Relief Distributor shall report to the Clearinghouse, once operational, within five (5)business days (or as otherwise required by state statute or regulation), Customers it has terminated from eligibility to receive Controlled Substances or refused to onboard for the sale of Controlled Substances due to concerns regarding the Customer's ability to provide effective controls against the potential diversion of Controlled Substances following the Effective Date. B. The Injunctive Relief Distributors shall report to the relevant Settling State(s), within five (5)business days (or as otherwise required by state statute or regulation) Customers located in such Settling States that it has terminated from eligibility to receive Controlled Substances or refused to onboard for the sale of Controlled Substances due to concerns regarding the Customer's ability to provide effective controls against the potential diversion of Controlled Substances following the Effective Date. Such reports will be made in a uniform format. The Injunctive Relief Distributors and the State Compliance Review Committee shall use best efforts to agree on such uniform format for inclusion prior to the requirement taking effect. C. In determining whether a Customer should be terminated from eligibility to receive Controlled Substances, Injunctive Relief Distributors shall apply factors set out in their CSMP policies and procedures, which shall include the following conduct by a Customer: 1. Has generated an excessive number of Suspicious Orders, which cannot otherwise be explained; 2. Has routinely demonstrated unresolved Red Flag activity; 3. Has continued to fill prescriptions for Highly Diverted Controlled Substances that raise Red Flags following an Injunctive Relief Distributor's warning or communication about such practices; 4. Has failed to provide Pharmacy Customer Data or Dispensing Data in response to a request from an Injunctive Relief Distributor or otherwise refuses to cooperate with the Injunctive Relief Distributor's CSMP after providing the Customer with a reasonable amount of time to respond to the Injunctive Relief Distributor's requests; 5. Has been found to have made material omissions or false statements on a Pharmacy Questionnaire (the requirements for the contents of a Pharmacy Questionnaire are described in Section IX); or P-21 6. Has been the subject of discipline by a State Board of Pharmacy within the past three (3)years or has had its owner(s) or pharmacist-in-charge subject to license probation or termination within the past five (5)years by a State Board of Pharmacy for matters related to Controlled Substances dispensing or a federal or state felony conviction. D. Once the Clearinghouse has made Customer termination data available to each Injunctive Relief Distributor, each Injunctive Relief Distributor shall consider terminating Customers that have been terminated from eligibility to receive Controlled Substances by another distributor as a result of suspected diversion of Controlled Substances if the Customer is ordering only Controlled Substances from the Injunctive Relief Distributor. If the Injunctive Relief Distributor determines not to terminate Customers to which this paragraph applies, the Injunctive Relief Distributor shall document its decision-making. A good-faith decision to continue shipping Controlled Substances to Customers to which this paragraph applies, shall not serve, without more, as the basis of a future claim of non-compliance with the Injunctive Relief Terms. E. For Chain Customers, the provisions in Section XIV.A-D shall apply to the specific pharmacies in question. XV. EMERGENCIES A. In the circumstances of declared national or state emergencies in which the healthcare community relies on the Injunctive Relief Distributors for critical medicines, medical supplies, products, and services, the Injunctive Relief Distributors may be required to temporarily modify their respective CSMP processes to meet the critical needs of the supply chain. These modifications may conflict with the requirements of the Injunctive Relief Terms. B. In the case of a declared national or state emergency, the Injunctive Relief Distributors shall be required to give notice to the State Compliance Review Committee of any temporary material changes to their CSMP processes which may conflict with the requirements of the Injunctive Relief Terms and specify the sections of the Injunctive Relief Terms which will be affected by the temporary change. C. The Injunctive Relief Distributors shall document all temporary changes to their CSMP processes and appropriately document all customer-specific actions taken as a result of the declared national or state emergency. D. The Injunctive Relief Distributors shall provide notice to the State Compliance Review Committee at the conclusion of the declared national or state emergency, or sooner, stating that the temporary CSMP processes put into place have been suspended. E. Provided the Injunctive Relief Distributors comply with the provisions of Sections XV.A through XV.D, the Injunctive Relief Distributors will not face liability for P-22 any deviations from the requirements of the Injunctive Relief Terms taken in good faith to meet the critical needs of the supply chain in response to the declared national or state emergency. Nothing herein shall limit Settling States from pursuing claims against the Injunctive Relief Distributors based on deviations from the requirements of the Injunctive Relief Terms not taken in good faith to meet the critical needs of the supply chain in response to a declared national or state emergency. XVI. COMPLIANCE WITH LAWS AND RECORDKEEPING A. The Injunctive Relief Distributors acknowledge and agree that they must comply with applicable state and federal laws governing the distribution of Controlled Substances. B. Good faith compliance with the Injunctive Relief Terms creates a presumption that the Injunctive Relief Distributors are acting reasonably and in the public interest with respect to Settling States' existing laws requiring effective controls against diversion of Controlled Substances and with respect to the identification, reporting, and blocking of Suspicious Orders of Controlled Substances. C. The requirements of the Injunctive Relief Terms are in addition to, and not in lieu of, any other requirements of state or federal law applicable to Controlled Substances distribution. Except as provided in Section XVLD, nothing in the Injunctive Relief Terms shall be construed as relieving Injunctive Relief Distributors of the obligation to comply with such laws, regulations, or rules. No provision of the Injunctive Relief Terms shall be deemed as permission for Injunctive Relief Distributors to engage in any acts or practices prohibited by such laws, regulations, or rules. D. In the event of a conflict between the requirements of the Injunctive Relief Terms and any other law, regulation, or requirement such that an Injunctive Relief Distributor cannot comply with the law without violating the Injunctive Relief Terms or being subject to adverse action, including fines and penalties, the Injunctive Relief Distributor shall document such conflicts and notify the State Compliance Review Committee and any affected Settling State the extent to which it will comply with the Injunctive Relief Terms in order to eliminate the conflict within thirty(30) days of the Injunctive Relief Distributor's discovery of the conflict. The Injunctive Relief Distributor shall comply with the Injunctive Relief Terms to the fullest extent possible without violating the law. E. In the event of a change or modification of federal or state law governing the distribution of Controlled Substances that creates an actual or potential conflict with the Injunctive Relief Terms, any Injunctive Relief Distributor, any affected Settling State, or the State Compliance Review Committee may request that the Injunctive Relief Distributors, State Compliance Review Committee, and any affected Settling State meet and confer regarding the law change. During the meet and confer, the Injunctive Relief Distributors, the State Compliance Review P-23 Committee, and any affected Settling State will address whether the change or modification in federal or state law requires an amendment to the Injunctive Relief Terms. In the event the Injunctive Relief Distributors, the State Compliance Review Committee, and any affected Settling State cannot agree on a resolution, and the dispute relates to whether the generally applicable Injunctive Relief Terms herein should be changed, an Injunctive Relief Distributor, the State Compliance Review Committee, or any affected Settling State may submit the question to the National Arbitration Panel. If the dispute relates to whether a change in an individual State's law requires a modification of the Injunctive Relief Terms only with respect to that State, an Injunctive Relief Distributor, the State Compliance Review Committee, or any affected Settling State may seek resolution of the dispute pursuant to Section XIX. Maintenance of competition in the industry and the potential burden of inconsistent obligations by Injunctive Relief Distributors shall be a relevant consideration in such resolution. F. Recordkeeping: Each Injunctive Relief Distributor shall retain records it is required to create pursuant to its obligations hereunder in an electronic or otherwise readily accessible format. The Settling States shall have the right to review records provided to the Monitor pursuant to Section XVIII. Nothing in the Injunctive Relief Terms prohibits a Settling State from issuing a lawful subpoena for records pursuant to an applicable law. XVII. CLEARINGHOUSE A. Creation of the Clearinghouse 1. The Clearinghouse functions shall be undertaken by a third-party vendor or vendors. 2. The vendor(s)will be chosen through a process developed and jointly agreed upon by the Injunctive Relief Distributors and the State Compliance Review Committee. 3. Consistent with the process developed by the Injunctive Relief Distributors and the State Compliance Review Committee, within two (2) months of the Effective Date, the Injunctive Relief Distributors shall issue a Request for Proposal to develop the systems and capabilities for a Clearinghouse to perform the services of a data aggregator. 4. Within five (5) months of the Effective Date, the Clearinghouse Advisory Panel shall select one or more entities to develop the systems for the Clearinghouse and perform data aggregator services. The Clearinghouse Advisory Panel shall select a vendor or vendors that employ or retain personnel who have adequate expertise and experience related to the pharmaceutical industry, the distribution of Controlled Substances, and the applicable requirements of the Controlled Substances Act and the DEA's implementing regulations. P-24 5. Within sixty(60) days of the selection of a vendor(s) to serve as the Clearinghouse, the Injunctive Relief Distributors shall negotiate and finalize a contract with the vendor(s). The date that the contract is signed by the Injunctive Relief Distributors and the vendor(s) shall be referred to as the "Clearinghouse Retention Date." 6. The development of the Clearinghouse shall proceed on a phased approach as discussed in Sections XVILC and XVILD. B. Governance and Staffing of the Clearinghouse 1. Capabilities. The selected vendor or vendors shall staff the Clearinghouse in a manner that ensures the development of robust data collection, analytics and reporting capabilities for the Settling States and Injunctive Relief Distributors. To the extent additional expertise is required for the engagement, the vendor(s) may retain the services of third-party consultants. 2. Independence. While performing services for the Clearinghouse, all vendors and consultants, and their staff working on the Clearinghouse, shall be independent (i.e., not perform services of any kind, including as a consultant or an employee on behalf of any Injunctive Relief Distributor outside of the ordinary business operations of the Clearinghouse). Independence may be achieved by implementing appropriate ethical walls with employees who are currently performing or who have previously performed work for an Injunctive Relief Distributor within two years of the Clearinghouse Retention Date. 3. Liability. The Injunctive Relief Distributors are entitled to rely upon information or data received from the Clearinghouse, whether in oral, written, or other form. No Injunctive Relief Distributor, and no individual serving on the Clearinghouse Advisory Panel, shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Party for or in connection with any action taken or not taken by the Clearinghouse. In addition, no Injunctive Relief Distributor, and no individual serving on the Clearinghouse Advisory Panel, shall have any liability(whether direct or indirect, in contract or tort or otherwise) to any Party for or in connection with any action taken or not taken by an Injunctive Relief Distributor based on incorrect, inaccurate, incomplete or otherwise erroneous information or data provided by the Clearinghouse, unless the information or data was incorrect, inaccurate, incomplete or otherwise erroneous because the Injunctive Relief Distributor itself provided incorrect, inaccurate, incomplete or otherwise erroneous data or information to the Clearinghouse. For any legal requirements that are assumed by the Clearinghouse during Phase 2-13 pursuant to Section XVILD.3, liability shall be addressed pursuant to Section XVILD.3.c. P-25 4. Clearinghouse Advisory Panel. The State Compliance Review Committee and Injunctive Relief Distributors shall create a Clearinghouse Advisory Panel no later than sixty (60) days after the Effective Date to oversee the Clearinghouse. a) The Clearinghouse Advisory Panel shall have an equal number of members chosen by the State Compliance Review Committee on the one hand, and the Injunctive Relief Distributors on the other. The size of the Clearinghouse Advisory Panel will be decided by the State Compliance Review Committee and the Injunctive Relief Distributors, and the State Compliance Review Committee and the Injunctive Relief Distributors may select as members third-party experts, but no more than one half of each side's representatives may be such third-party experts. At least one member chosen by the State Compliance Review Committee will be based on consultation with the National Association of State Controlled Substances Authorities. b) During the first two years of the operation of the Clearinghouse, the Clearinghouse Advisory Panel shall meet (in-person or remotely) at least once per month. After the first two years of operation, the Clearinghouse Advisory Panel shall meet at least quarterly. The Monitor may attend Clearinghouse Advisory Panel meetings and may provide recommendations to the Clearinghouse Advisory Panel. C) The Clearinghouse Advisory Panel shall establish a subcommittee to advise on issues related to privacy, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and data security and a subcommittee to advise on issues related to Dispensing Data. It may establish additional subcommittees. Subcommittees may include individuals who are not members of the Clearinghouse Advisory Panel. The Clearinghouse Advisory Panel may invite one or more prescribers, dispensers, and representatives from state Prescription Drug Monitoring Programs ("PDMP")to serve on the Dispensing Data subcommittee. Each Injunctive Relief Distributor shall have a representative on each subcommittee created by the Clearinghouse Advisory Panel. d) The Clearinghouse Advisory Panel may delegate tasks assigned to it by the Injunctive Relief Terms to the Executive Director. 5. Executive Director. One employee of the vendor, or one representative from the vendor group in the event that there are multiple vendors, shall be an Executive Director who shall manage day-to-day operations and report periodically to the Clearinghouse Advisory Panel. P-26 C. Phase 1 of the Clearinghouse: Data Collection,Initial Analytics and Reporting 1. System Development a) Within one (1)year of the Clearinghouse Retention Date, the Clearinghouse shall develop systems to receive and analyze data obtained from the Injunctive Relief Distributors pursuant to electronic transmission formats to be agreed upon by the Clearinghouse Advisory Panel. b) In developing such systems, the Clearinghouse shall ensure that: (1) The systems provide robust reporting and analytic capabilities. (2) Data obtained from Injunctive Relief Distributors shall be automatically pulled from the existing order management data platforms (e.g., SAP). (3) The systems shall be designed to receive data from sources other than the Injunctive Relief Distributors, including pharmacies, non-Injunctive Relief Distributors, the DEA, State Boards of Pharmacy, and other relevant sources, pursuant to standardized electronic transmission formats. (4) The systems shall be designed to protect personally identifiable information ("PIP') and protected health information ("PHP')from disclosure and shall comply with HIPAA and any federal and state laws relating to the protection of PII and PHI. (5) The Clearinghouse will establish a HIPAA-compliant database that can be accessed by state authorities, the Injunctive Relief Distributors, and any entities that subsequently participate in the Clearinghouse. The database that will be made available to the Injunctive Relief Distributors and any non-governmental entities that subsequently participate in the Clearinghouse will also blind commercially sensitive information. (6) State authorities shall have access to the HIPAA-compliant database via web-based tools and no additional or specialized equipment or software shall be required. This access shall allow state authorities to query the HIPAA- compliant database without limitation. P-27 (7) The Injunctive Relief Distributors shall be permitted to use data obtained from the Clearinghouse for anti-diversion purposes, including the uses expressly contemplated by the Injunctive Relief Terms. The Injunctive Relief Distributors shall not sell(or obtain license fees for) data obtained from Clearinghouse to any third-parties. Nothing in the Injunctive Relief Terms shall prohibit an Injunctive Relief Distributor from using its own data, including data provided to the Injunctive Relief Distributor by third- parties other than the Clearinghouse, for any commercial purposes, including selling or licensing its data to third- parties. 2. Aggregation of Data a) It is the goal of the Settling States and the Injunctive Relief Distributors for the Clearinghouse to obtain comprehensive data from all distributors, pharmacies, and other relevant data sources to provide maximum permissible transparency into the distribution and dispensing of Controlled Substances. During Phase 1, the Clearinghouse Advisory Panel shall develop recommendations for ways to achieve this goal. b) In Phase 1, the Injunctive Relief Distributors shall provide and/or facilitate the collection of, and the Clearinghouse shall collect and maintain, the following: (1) Injunctive Relief Distributor transaction data for Controlled Substances and non-Controlled Substances, specified at the NDC, date, quantity, and customer level. (2) Injunctive Relief Distributor information on Customers that have been terminated and/or declined onboarding due to concerns regarding Controlled Substance dispensing following the Effective Date. C) The Clearinghouse shall make available to the Injunctive Relief Distributors, in a format to be determined by the Clearinghouse Advisory Panel, blinded data for their CSMP due diligence functions. The data will include all Controlled Substances and non- Controlled Substances and be refreshed on a regular basis. The Clearinghouse will also seek to provide non-identifying information regarding whether a single distributor is associated with multiple warehouses with unique DEA registrations (e.g., multiple distribution centers operated by a single distributor), in the data it makes available. P-28 d) During Phase 1, the Clearinghouse Advisory Panel (with input from its Dispensing Data subcommittee) will develop an operational plan to obtain Dispensing Data directly from pharmacies, unless the Clearinghouse Advisory Panel determines it is inadvisable to do so. The operational plan developed by the Clearinghouse Advisory Panel shall address compliance with HIPAA and shall include recommendations to facilitate the collection of Dispensing Data in compliance with HIPAA and relevant state privacy laws. To the extent possible, the Clearinghouse will begin collecting Dispensing Data during Phase 1. e) Nothing in the Injunctive Relief Terms shall require the Injunctive Relief Distributors to indemnify or otherwise be responsible to pharmacy customers for any claims resulting from the provision of Dispensing Data to the Clearinghouse, including, but not limited to, claims related to any data breaches occurring with the data transmitted to or maintained by the Clearinghouse. 3. State and Federal Reporting Requirements a) The Injunctive Relief Distributors shall comply with state and federal transactional and Suspicious Order reporting requirements related to Controlled Substances as follows: (1) Until such time as the Clearinghouse is able to provide transactional and Suspicious Order regulatory reporting to the states on behalf of the Injunctive Relief Distributors, the Injunctive Relief Distributors shall continue to file all required reports under state law and those reports required by these Injunctive Relief Terms. (2) Once the Clearinghouse is able to process and submit such reports, the Clearinghouse may process and submit those reports on behalf of each Injunctive Relief Distributor to the states. At all times during Phase 1, each Injunctive Relief Distributor shall remain responsible for the identification of Suspicious Orders and will remain liable for a failure to submit transactional data or Suspicious Order reports required under state law or these Injunctive Relief Terms. (3) An Injunctive Relief Distributor may elect to fulfill its reporting obligations directly, rather than have the Clearinghouse assume the responsibility for the transmission of the various reports. P-29 4. Additional Reports and Analytics a) In consultation with the Clearinghouse Advisory Panel, the Clearinghouse shall work to develop additional reports and analyses to assist the Settling States and the Injunctive Relief Distributors in addressing Controlled Substance diversion, including, but not limited to, identifying Red Flags consistent with Section VIII. b) The Clearinghouse will generate analyses and reports to be used by the Settling States and the Injunctive Relief Distributors based on format and content recommended by the Clearinghouse Advisory Panel. In order to refine the format and reach final recommendations, the Clearinghouse shall prepare sample analytical reports for a sample geographic region to review with the Clearinghouse Advisory Panel. The sample reports will also be shared with the DEA in an effort to receive additional feedback. C) After the content and format of the sample reports have been approved by the Clearinghouse Advisory Panel, the Clearinghouse will begin producing reports on a periodic basis. d) The Clearinghouse will develop capabilities to provide Settling States customized reports upon reasonable request to assist in their efforts to combat the diversion of Controlled Substances and for other public health and regulatory purposes. e) After the Clearinghouse has obtained sufficient Dispensing Data from Customers, the Clearinghouse shall commence providing standard reports to the Settling States and Injunctive Relief Distributors that will include summaries and analysis of Dispensing Data. The reports and analytics of Dispensing Data shall be developed in consultation with the Clearinghouse Advisory Panel(including its Dispensing Data subcommittee) and shall include, but not be limited to: (1) Identification of Customers whose dispensing may indicate Red Flags consistent with Section VIII, as determined by the Clearinghouse from aggregate data; and (2) Identification of Customers whose aggregate dispensing volumes for Highly Diverted Controlled Substances are disproportionately high relative to the population of the relevant geographic area. f) The Clearinghouse shall also prepare reports and analyses for the Settling States and Injunctive Relief Distributors identifying prescribers whose prescribing behavior suggests they may not be P-30 engaged in the legitimate practice of medicine. Such reports and analysis shall be developed in consultation with the Clearinghouse Advisory Panel(including its Dispensing Data subcommittee) and shall seek to identify and evaluate: (1) Prescribers who routinely prescribe large volumes of Highly Diverted Controlled Substances relative to other prescribers with similar specialties, including health care professionals who prescribe a large number of prescriptions for high dosage amounts of Highly Diverted Controlled Substances; (2) Prescribers whose prescriptions for Highly Diverted Controlled Substances are routinely and disproportionately filled in a geographic area that is unusual based on the prescriber's location; and (3) Prescribers who routinely prescribe out-of-specialty or out- of-practice area without legitimate reason. g) Reports or analysis generated by the Clearinghouse may not be based on complete data due to a lack of participation by non- Injunctive Relief Distributors and pharmacies. As such, Injunctive Relief Distributors shall not be held responsible for actions or inactions related to reports and analysis prepared by the Clearinghouse which may be based on incomplete data due to a lack of participation by non-Injunctive Relief Distributors and pharmacies. D. Phase 2 of the Clearinghouse: Additional Data Collection and Analytics and Assumption of CSMP Functions Within one (1)year of Phase 1 of the Clearinghouse being operational, the Clearinghouse and the Clearinghouse Advisory Panel shall develop a detailed strategic and implementation plan for Phase 2 of the Clearinghouse ("Phase 2 Planning Report"). Phase 2 will consist of two parts. Phase 2-A will focus on increasing data collection from non-Injunctive Relief Distributors, pharmacies and other data sources and developing enhanced analytics based on the experiences gained from Phase 1. Phase 2-A will also include recommendations for the development of uniform federal and state reporting. Phase 2-13 will involve the potential assumption of various CSMP activities, including Threshold setting and order management by the Clearinghouse. The Phase 2 Planning Report will address both Phase 2-A and Phase 2-13. After the completion of the Phase 2 Planning Report, individual Injunctive Relief Distributors, in their sole discretion, may elect not to proceed with Phase 2-13 as provided by Section XVII.E. If one or more Injunctive Relief Distributors elect to proceed with Phase 2-13, the goal will be to have Phase 2-13 fully operational within two (2)years of the Clearinghouse P-31 Retention Date and no later than three (3)years of the Clearinghouse Retention Date. 1. Phase 2-A: Additional Data Collection and Analytics a) During Phase 2-A, the Clearinghouse will continue the functions defined in Phase 1 and work to expand the scope of its data collection and enhance its analytics and reporting capabilities including the following: (1) Integration of data from additional sources, including: (a) Transaction data from other distributors, including manufacturers that distribute directly to retail pharmacies and pharmacies that self-warehouse; and (b) Where possible, state PDMP data and other data, including, but not limited to, State Board of Medicine and Board of Pharmacy sanctions, and agreed-upon industry data. If state PDMP data is effectively duplicative of Dispensing Data already obtained in Phase 1, it will not be necessary for the Clearinghouse to obtain state PDMP data. (2) Development of additional metrics analyzing the data available from the additional data sources (PDMP, other pharmacy data, sanction authorities, and third-party volume projections). (3) Development of real-time or near real-time access to distribution data, dispensing data and other data sources. (4) Refinement of methodologies for analyzing Dispensing Data to identify suspicious prescribers. (5) Development of additional capabilities to provide Settling States, the Injunctive Relief Distributors and potentially the DEA customized reporting from the Clearinghouse upon reasonable request. 2. Phase 2-A: Uniform Required Reporting a) The Clearinghouse and the Clearinghouse Advisory Panel shall develop uniform reporting recommendations for potential implementation by state regulators in order to allow the Injunctive Relief Distributors to satisfy their obligations under the Injunctive P-32 Relief Terms and state and federal laws in a uniform and consistent manner. b) It is a goal of the Settling States and the Injunctive Relief Distributors to: (1) Streamline and simplify required reporting which will benefit the Injunctive Relief Distributors and the Settling States, as well as the DEA; (2) Develop uniform transactional and Suspicious Order reporting requirements; and (3) Provide for the submission of uniform Suspicious Order reports. 3. Phase 2-13: Clearinghouse Assumption of CSMP Functions a) With respect to Phase 2-13, the Phase 2 Planning Report shall address: (1) Engagement with stakeholders, including the DEA, to develop the system of Threshold setting and Suspicious Order reporting to potentially be provided by the Clearinghouse; (2) Development of technology and rules, including any proposed changes to federal law or regulations; (3) Development of models for the identification of Suspicious Orders and setting universal Thresholds in a manner consistent with Section XII. These models shall include active order management and order fulfillment protocols to ensure that orders are compared to relevant Thresholds by the Clearinghouse before shipment instructions are provided by the Clearinghouse to the Injunctive Relief Distributors. The models shall also include the identification of Suspicious Orders when they are placed by Customers, which will be held before shipment or blocked based on instructions provided by the Clearinghouse to the Injunctive Relief Distributors. (4) Development of criteria governing distribution to Customers that have placed one or more Orders that exceed a Threshold; P-33 (5) Development of rules for allocating Orders placed by Customers that have more than one Distributor if one or more Orders exceed a Threshold; (6) Development of a pilot project for a sample geographic region to perform data analysis to test the models for Threshold setting and the identification of Suspicious Orders. b) Following implementation of Phase 2-13, the Injunctive Relief Distributors participating in Phase 2-13 and the State Compliance Review Committee shall meet and confer with respect to whether to expand the scope of the Clearinghouse to cover additional anti- diversion functions, such as the performance of due diligence. C) CSMP functions that have been assumed by the Clearinghouse during Phase 2-13 will no longer be performed by participating Injunctive Relief Distributors individually through their CSMPs. CSMP functions performed by the Clearinghouse will assist participating Injunctive Relief Distributors to satisfy the applicable legal obligations of those Injunctive Relief Distributors. The Clearinghouse's performance of CSMP functions will not relieve participating Injunctive Relief Distributors from their legal obligations unless (i)the Injunctive Relief Distributors and the State Compliance Review Committee jointly enter into a written agreement for the Clearinghouse to assume legal requirements during Phase 2-13; and(ii) all vendors and consultants working on the Clearinghouse agree in writing to assume such obligations. Nothing in this paragraph shall apply to any Injunctive Relief Distributor that does not participate in Phase 2-13 pursuant to Section XVII.E. E. Option to Opt Out of Phase 2-B 1. Each Injunctive Relief Distributor shall have the option, in its sole discretion, to elect not to participate in Phase 2-13 at any point. In the event that an Injunctive Relief Distributor elects not to participate in Phase 2-13, that Injunctive Relief Distributor shall cease to have any obligation to fund future costs directly related to Phase 2-13 of the Clearinghouse or to implement the Clearinghouse's determinations as to identification of Suspicious Orders and Suspicious Order reporting. If an Injunctive Relief Distributor elects not to participate in Phase 2-13, that Injunctive Relief Distributor shall remain responsible for the requirements specified for Phase 1 and Phase 2-A of the Clearinghouse and shall be responsible for contributing to the costs associated with Phase 1 and Phase 2-A. P-34 2. In the event that an Injunctive Relief Distributor elects not to participate in Phase 2-13, the Clearinghouse Advisory Panel shall discuss and make recommendations for any necessary adjustments to the Phase 2-13 capabilities described in Section XVILD.3. F. Funding 1. The establishment and ongoing operations of the Clearinghouse shall be funded by the Injunctive Relief Distributors for a period of ten(10)years commencing on the Clearinghouse Retention Date. 2. For each of the first two (2)years of the operation of the Clearinghouse, the Injunctive Relief Distributors will make total payments of$7.5 million per year combined. For years three (3) through ten (10), the Injunctive Relief Distributors will make total payments of$3 million per year combined. Additional costs associated with Phase 2-13 shall be billed to the Injunctive Relief Distributors participating in Phase 2-13. 3. Payments by the Injunctive Relief Distributors for the Clearinghouse shall be allocated among the Injunctive Relief Distributors as set forth in Section IV.H of the Settlement Agreement, dated as of July 21, 2021, which incorporates these Injunctive Relief Terms as Exhibit P. 4. In the event that the cost of the Clearinghouse exceeds the amounts provided by the Injunctive Relief Distributors, the Injunctive Relief Distributors and State Compliance Review Committee shall meet-and- confer on alternatives, which may include: a) Limiting the operations of the Clearinghouse consistent with a revised budget; b) Seeking additional sources of funding for the Clearinghouse; and/or C) Allocating, in a manner consistent with the allocation of payments between the Injunctive Relief Distributors as set forth in Section XVILF.3, additional amounts that are the responsibility of the Injunctive Relief Distributors to be used for the operation of the Clearinghouse. 5. The Injunctive Relief Distributors and the State Compliance Review Committee agree to engage in good faith discussions regarding potential continued operation and funding of the Clearinghouse following the initial ten (10) year period of Clearinghouse operations. 6. The Injunctive Relief Distributors and the State Compliance Review Committee shall develop a means to obtain payments from other parties that may use or benefit from the Clearinghouse, including, but not limited P-35 to, other settling defendants, non-Injunctive Relief Distributors, or other parties and the Clearinghouse Advisory Panel shall consider other funding sources for the Clearinghouse. This may include consideration of a user fee or other model by which non-Injunctive Relief Distributors that use the Clearinghouse will contribute to funding the Clearinghouse. 7. In the event that ten (10) or more Settling States reach agreements with any national retail chain pharmacies to resolve claims related to the distribution of Controlled Substances, the Settling States' Attorneys' General agree to make participation in the Clearinghouse, including providing data to the Clearinghouse and contribution to the cost of the operation of the Clearinghouse, a condition of any settlement. The Settling States' Attorneys' General agree to make best efforts to ensure that any other settling distributors and/or pharmacies participate in the Clearinghouse. To the extent that the Attorneys General are able to secure participation by additional distributors and/or pharmacies, it is anticipated that, to the extent practicable based on the financial and relative size of the settling distributor and/or pharmacy, those entities will contribute to the cost of the operation of the Clearinghouse. The Injunctive Relief Distributors' obligation to fund the Clearinghouse shall be partially reduced by contributions obtained from other distributors and/or pharmacies pursuant to a formula to be determined by the Clearinghouse Advisory Panel. G. Confidentiality 1. All data provided to the Clearinghouse shall be confidential. 2. Information provided by distributors participating in the Clearinghouse may not be provided to any other entity or individual outside those expressly contemplated by the Injunctive Relief Terms. 3. The Clearinghouse may not provide to any distributor information specific to another distributor. Notwithstanding the prior sentence, the Clearinghouse may provide blinded data to a distributor reflecting total Orders (across all distributors) for a particular Customer, region, and/or state at the base code and NDC number level and all transactional data information. Such information may only be used by receiving distributors for purposes of identifying, minimizing, or otherwise addressing the risk of Controlled Substances diversion. No distributor or pharmacy, including the Injunctive Relief Distributors, shall attempt to obtain revenue from this information. Such information provided by the Clearinghouse shall be compliant with all applicable laws and regulations. 4. If the Clearinghouse receives a request for disclosure of any data, material or other information created or shared under the Injunctive Relief Terms, pursuant to a Third Party Request, the Clearinghouse shall notify the P-36 Injunctive Relief Distributors and the Clearinghouse Advisory Panel of the Third Party Request and any confidential information to be disclosed so that the Injunctive Relief Distributors may seek a protective order or otherwise challenge or object to the disclosure. The Clearinghouse shall provide the Injunctive Relief Distributors and the Clearinghouse Advisory Panel with at least ten (10) days' advance notice before complying with any Third Party Request for confidential information, except where state law requires a lesser period of advance notice. H. Data Integrity 1. The Clearinghouse shall use best-in-class technology to preserve the integrity of the data. 2. The Clearinghouse shall report any data breaches under HIPAA and state law that occur as a result of any of its data collection and reporting activities to the Settling States and other authorities as required by law. 3. The Injunctive Relief Distributors and the Settling States shall not be liable for any breaches of any databases maintained by the Clearinghouse. This does not excuse the Clearinghouse or its vendor(s) from compliance with all state and federal laws and regulations governing (1) the protection of personal information and protected health information, or (2) notifications relating to Data Security Events. I. Credit for Investment in the Clearinghouse 1. The Injunctive Relief Distributors and the State Compliance Review Committee shall negotiate in good faith regarding a potential credit against Injunctive Relief Distributors' overall settlement obligations if costs exceed the amounts specified in Section XVII.F. XVIII. MONITOR A. Monitor Selection and Engagement 1. The Injunctive Relief Distributors shall engage a Monitor to perform the reviews described in Section XVIII.F. The Monitor shall employ or retain personnel who have appropriate qualifications related to the pharmaceutical industry and the laws governing the distribution of pharmaceuticals, the distribution of Controlled Substances, and the applicable requirements of federal and state law. The Monitor may also employ or retain personnel who have appropriate qualifications in the audit and review of sample documents in order to conduct the reviews described in Section XVIII.F. To the extent additional expertise is required for the engagement, the Monitor may retain the services of third-party consultants. P-37 2. The Monitor must perform each review described in Section XVIILF in a professionally independent and objective fashion, as defined in the most recent Government Auditing Standards issued by the United States Government Accountability Office. A Monitor shall not be engaged in active litigation involving one or more of the Injunctive Relief Distributors or Settling States or present a potential conflict of interest involving matters concerning an Injunctive Relief Distributor, except by agreement of the affected parties. If the Monitor is employed by an entity that performed work for any Injunctive Relief Distributor or any of the Settling States prior to the Effective Date, the Monitor will cause to be implemented appropriate ethical walls between the Monitor team and the employees of the firm who have previously performed work for an Injunctive Relief Distributor or any of the Settling States. 3. The process for selecting the Monitor shall be as follows: a) Within sixty(60) calendar days of the Effective Date, the Injunctive Relief Distributors and the State Compliance Review Committee shall exchange pools of recommended candidates to serve as the Monitor. The pools shall each contain the names of three (3) individuals, groups of individuals, or firms. b) After receiving the pools of Monitor candidates, the Injunctive Relief Distributors and the State Compliance Review Committee shall have the right to meet with the candidates and conduct appropriate interviews of the personnel who are expected to work on the project. The Injunctive Relief Distributors (individually or in combination) and the State Compliance Review Committee may veto any of the candidates, and must do so in writing within thirty (30) days of receiving the pool of candidates. If all three (3) candidates within a pool are rejected by either the Injunctive Relief Distributors or the State Compliance Review Committee, the party who rejected the three (3) candidates may direct the other party to provide up to three (3) additional qualified candidates within thirty (30) calendar days of receipt of said notice. C) If the Injunctive Relief Distributors or the State Compliance Review Committee do not object to a proposed candidate, the Injunctive Relief Distributors or the State Compliance Review Committee shall so notify the other in writing within thirty(30) days of receiving the pool of candidates. If more than one candidate remains, the State Compliance Review Committee shall select the Monitor from the remaining candidates. Within thirty (30) calendar days of the selection of the Monitor, the Injunctive Relief Distributors shall retain the Monitor, and finalize all terms of engagement, supplying a copy of an engagement letter to the State Compliance Review Committee. The terms of engagement P-38 shall include a process by which Injunctive Relief Distributors may challenge Monitor costs as excessive, duplicative or unnecessary, which process must be approved by the State Compliance Review Committee. 4. The Injunctive Relief Distributors shall be responsible for the Monitor's fees and costs directly related to its performance of the work specified by the Injunctive Relief Terms up to a limit of$1,000,000 per year per Injunctive Relief Distributor (i.e., a total of$3,000,000 per year). 5. Prior to each year, the Monitor shall submit a combined annual budget to the Injunctive Relief Distributors and State Compliance Review Committee that shall not exceed a total of$3,000,000. The Monitor shall submit quarterly reports to the Injunctive Relief Distributors and the State Compliance Review Committee tracking actual spend to the annual budget. 6. In the event that any of the Injunctive Relief Distributors or State Compliance Review Committee believe that the Monitor is not performing its duties and responsibilities under the Injunctive Relief Terms in a reasonably cost effective manner, an Injunctive Relief Distributor or the State Compliance Review Committee shall recommend in writing changes to the Monitor's practices to reduce cost. The Monitor, Injunctive Relief Distributors, and the State Compliance Review Committee shall meet and confer in good faith in response to such a recommendation. 7. In the event that the Injunctive Relief Distributor and the State Compliance Review Committee cannot agree on whether the recommended cost reductions are warranted, either the State Compliance Review Committee or the Injunctive Relief Distributors may submit the question to the National Arbitration Panel, who shall determine whether the Monitor is performing its duties and responsibilities under the Injunctive Relief Terms in a reasonably cost effective manner, and, if not, the necessary changes to the Monitor's practices to reduce cost. 8. If the National Arbitration Panel determines that the Monitor cannot complete the reviews described in Section XVIII.F within the combined annual budget of$3,000,000, the National Arbitration Panel shall require the Monitor to provide the Injunctive Relief Distributors and the State Compliance Review Committee with a written report explaining why it is not possible to complete the reviews within budget and all steps the Monitor has taken to perform its duties and responsibilities under the Injunctive Relief Terms in a reasonably cost effective manner. After receiving the Monitor's report, the Injunctive Relief Distributors, and the State Compliance Review Committee shall meet and confer in good faith to determine whether an increase in the combined budget is appropriate. If the Injunctive Relief Distributors and the State Compliance Review P-39 Committee cannot reach an agreement on the amount of the reasonable costs in excess of$3,000,000 for the relevant year, the issue will be submitted to the National Arbitration Panel for resolution. The National Arbitration Panel may award additional costs up to total cap of$5,000,000 for the relevant year($3,000,000 plus an additional $2,000,000). 9. Unless the Injunctive Relief Distributors and the State Compliance Review Committee agree otherwise as part of the meet and confer process in the prior paragraph(such as by agreeing to limit the Monitor's duties and responsibilities for the remainder of the year), the amount above $3,000,000 and up to the total cap of$5,000,000 in a given year necessary for the Monitor to complete the reviews described in Section XVIII.F shall be divided evenly among the Injunctive Relief Distributors without reducing any other amounts that are the responsibility of the Injunctive Relief Distributors. B. Early Termination of the Monitor 1. In the event any of the Injunctive Relief Distributors or State Compliance Review Committee believe that the Monitor is not performing its duties and responsibilities under the Injunctive Relief Terms in a reasonably professional, competent and independent manner, an Injunctive Relief Distributor or the State Compliance Review Committee shall recommend replacement of the Monitor in writing. The Injunctive Relief Distributors and the State Compliance Review Committee shall meet and confer in good faith in response to a recommendation to replace the Monitor. If the State Compliance Review Committee and the Injunctive Relief Distributors agree that the Monitor should be replaced, a replacement Monitor will be selected in the manner set forth in Section XVIII.A.3. 2. In the event the Injunctive Relief Distributor and the State Compliance Review Committee cannot agree on whether the Monitor should be replaced, either the State Compliance Review Committee or the Injunctive Relief Distributors may submit the question of the Monitor's dismissal to the National Arbitration Panel, and the Monitor shall only be dismissed if that panel finds that there is Good Cause for dismissal. Good Cause for dismissal shall mean(a) a material and substantial breach of the terms of the Monitor's obligations under the Injunctive Relief Terms; (b) any act of dishonesty, misappropriation, embezzlement, intentional fraud, or similar conduct by the Monitor; (c) any clear pattern of bias or prejudice in favor or against any party by the Monitor; (d) conduct by the Monitor that demonstrates unfitness to fulfill the functions of the Monitor reasonably and competently; or(e) conflicts of interest described in Section XVIILA.2. If the panel finds that the Monitor should be dismissed, a replacement Monitor will be selected in the manner set forth in Section XVIILA.3. P-40 3. In addition, if the Monitor resigns for any reason, a replacement Monitor will be selected in the manner set forth in Section XVIII.A.3. C. Term and Reporting Periods 1. The term of the Monitor will be five (5)years from the date the Monitor is appointed, divided into one-year periods for purposes of the reviews and reporting described in Section XVIII ("Reporting Periods"). D. Monitor Access to Information 1. In connection with its reviews set forth in Section XVIILF, the Monitor may request to interview employees with appropriate authority and responsibilities as necessary. In the event that an Injunctive Relief Distributor believes that the Monitor is requesting an unreasonable number of interviews or requesting interviews of employees who do not have relevant information to the reviews required by Section XVIII.F, the Injunctive Relief Distributor and State Compliance Review Committee shall meet and confer in good faith to resolve this issue. 2. The Chief Diversion Control Officer of each Injunctive Relief Distributor or a direct report of the Chief Diversion Control Officer shall serve as the primary point of contact for the Monitor to facilitate the Monitor's access to documents, materials, or staff necessary to conduct the reviews specified in Section XVIILF. The Monitor shall communicate any request for documents, materials, or access to staff to the Chief Diversion Control Officers or their designees. 3. If at any time the Monitor believes there is undue delay, resistance, interference, limitation, or denial of access to any records or to any employee or former employee deemed necessary by the Monitor to conduct the reviews specified in Section XVIILF, the Monitor shall notify the Chief Diversion Control Officer of the Injunctive Relief Distributor and they shall meet and confer to resolve such issue. If the Monitor believes that the matter was not resolved, the Monitor shall immediately report the issue to the State Compliance Review Committee. 4. To the extent any of the documents requested by the Monitor contain material protected from disclosure by any legal privilege, including the attorney-client privilege or attorney work product protections, an Injunctive Relief Distributor may redact such material before providing the documents to the Monitor, but must provide the Monitor with a privilege log describing the redacted information and identifying the basis for redaction. 5. Notwithstanding any other information referenced and produced pursuant to Section XVIII, the Monitor shall have access to, and each Injunctive Relief Distributor's Chief Diversion Control Officer shall produce to the P-41 Monitor, any settlement agreements with government entities entered into after the Effective Date specifically concerning the requirements contained in the Injunctive Relief Terms and an Injunctive Relief Distributor's distribution of Controlled Substances (as opposed to distribution of pharmaceutical products in general). E. Settling States' Access to Monitor 1. Other than in connection with the initiation of a Notice of Potential Violation set forth in Section XIX.B.2, should the Monitor believe it needs to initiate communication with the State Compliance Review Committee regarding an Injunctive Relief Distributor's compliance with the Injunctive Relief Terms, the Monitor's communications should include the Chief Diversion Control Officer or counsel of the affected Injunctive Relief Distributor, regardless of the form of communication. 2. The State Compliance Review Committee shall have access to any settlement agreements produced to the Monitor pursuant to Section XVIILD.5. F. Reviews to be Conducted by the Monitor 1. There shall be two (2) types of reviews to be conducted by the Monitor: a) Customer-specific reviews, as set forth in Section XVIILF.2; and b) System reviews, as set forth in Section XVIII.F.3. 2. Customer-Specific Reviews a) The following Customer-specific reviews will be conducted by the Monitor for each Injunctive Relief Distributor for each of the Reporting Periods: (1) Threshold Change Request Review("TCR Review"); (2) Onboarding New Customer Review ("Onboarding Review"); (3) Ongoing Due Diligence Review("Ongoing Diligence Review"); (4) Customer Termination Review ("Termination Review"); and (5) Orders that Exceed Thresholds but are Shipped Review ("Exceeded Threshold Review"). P-42 b) Sample selection and audit periods for TCR Reviews, Onboarding Reviews, Ongoing Diligence Reviews, Termination Reviews, and Exceeded Threshold Reviews: (1) For each Reporting Period, the Monitor will review a representative sample of files for the performance of the TCR Reviews, Onboarding Reviews, and Ongoing Diligence Reviews. The Monitor shall select a sample representative of various geographic regions, customer types (Independent Retail Pharmacy Customers or Chain Customer), and distribution centers. (2) The Monitor will meet and confer with each of the Injunctive Relief Distributors to determine the appropriate audit period within each Reporting Period from which the samples will be selected(e.g. samples will be selected from the first six(6) months of a reporting period to allow the Monitor time to perform its review during the remainder of the reporting period). (3) Within thirty (30) calendar days following the close of the agreed-upon audit period, the Injunctive Relief Distributors (or the Clearinghouse once operational, if able to do so) will provide the Monitor with the following lists of relevant Customers for each type of review: (a) A list of all Customers that requested at least one Threshold increase for a Highly Diverted Controlled Substance during the relevant audit period, including the number of such requests by each Customer; (b) A list of all Customers that were onboarded during the relevant audit period and, during that period, ordered and received Highly Diverted Controlled Substances; (c) A list of all Customers that were the subject of an Ongoing Diligence Review during the relevant audit period; (d) A list of all Customers that, for reasons related to Controlled Substance regulatory compliance, were terminated during the relevant audit period; and (e) A list of all Orders for Highly Diverted Controlled Substances where a decision was made to ship the Order even though the order exceeded the otherwise P-43 applicable Threshold, with number of such shipped orders. (4) Within fifteen(15) calendar days of compiling this Customer information for sample selection, each Injunctive Relief Distributor shall propose a reasonable number of customer files for each review to the Monitor. (5) Within fifteen(15) calendar days of receiving the lists specified above from the Injunctive Relief Distributors, the Monitor shall choose representative files to be reviewed from these lists. Each list will include the Customers' zip code, geographic region, distribution center, and customer type (Independent Retail Pharmacy Customer or Chain Customer). C) TCR Reviews (1) For each Reporting Period, the Monitor shall conduct a TCR Review for a sample review of Customers who requested at least one Threshold increase for Highly Diverted Controlled Substances for each Injunctive Relief Distributor. For the TCR Reviews, the Monitor shall review the information contained in the files of the sample Customers and determine whether the information reflects substantial compliance with the requirements of Section XII.C.3. d) Onboarding Reviews (1) For each Reporting Period, the Monitor shall conduct an Onboarding Review of a sample of Customers that were onboarded during the applicable audit period and, during that period, ordered and received Highly Diverted Controlled Substances from the Injunctive Relief Distributor. For the Onboarding Reviews, the Monitor shall review the information contained in the files of the sample Customers and determine whether the information reflects substantial compliance with the requirements of Section IX. e) Ongoing Diligence Reviews (1) For each Reporting Period, the Monitor shall conduct an Ongoing Diligence Review of a sample of Customers for each Injunctive Relief Distributor that was the subject of an Ongoing Diligence Review during the relevant audit period. For the Ongoing Diligence Reviews, the Monitor shall review the information contained in the files of the P-44 sample of Customers and determine whether the information reflects substantial compliance with the requirements of Section X. f) Termination Reviews (1) For each Reporting Period, the Monitor shall conduct a review of a sample of Customers that were terminated by each Injunctive Relief Distributor during the audit period. For the Termination Reviews, the Monitor shall review the information contained in the files of the sample of Customers and determine whether the information reflects substantial compliance with the requirements of Section XIV. g) Exceeded Threshold Review (1) For each Reporting Period, the Monitor shall conduct a review of a sample of Orders for Highly Diverted Controlled Substances where a decision was made by the Injunctive Relief Distributor to ship the Order even though the Order exceeded the applicable Threshold. For the Exceeded Threshold Reviews, the Monitor shall review the information contained in the Customer files related to the Orders and determine whether the information reflects substantial compliance with the requirements of Section XIII.B. 3. Annual System Reviews: a) The following system reviews will be conducted by the Monitor for each Injunctive Relief Distributor for each of the Reporting Periods: (1) CSMP Review; (2) Threshold Setting Process Review; (3) Suspicious Orders and Suspicious Order Report Review; (4) Compensation Review; (5) Red Flag Review; and (6) Review of CSMP Integration with Clearinghouse. b) CSMP Review P-45 (1) For each Reporting Period, the Monitor shall conduct a review of the following materials from each Injunctive Relief Distributor: (a) Current CSMP policies and procedures; (b) Organizational charts for the departments that are relevant to the CSMP organization; (c) Logs and/or summaries of any reports received on the "hot line" required by Section V.E and the action or response of an Injunctive Relief Distributor to any such reports; (d) Copies of the quarterly reports provided by the Chief Diversion Control Officer to the CSMP Committee as required by Section IV.C; (e) Copies of the quarterly reports provided by the CSMP Committee to senior management and the Board of Directors as required by Section VLC; and (f) Copies of the materials used for the training required by Section VII and lists of the attendees of the training. C) Threshold Setting Process Review: (1) For each Reporting Period, each Injunctive Relief Distributor or its outside consultants shall prepare a summary report describing how its Threshold-setting methodology for Independent Retail Pharmacy Customers and Chain Customers complies with Section XII(the "Annual Threshold Analysis and Assessment Report") (2) For each Reporting Period, the Monitor shall review the Annual Threshold Analysis and Assessment Report, determine whether the information reflects substantial compliance with the requirements of Section XII, and include any Observations and Recommendations, as defined in Section XVIILG, in its annual Audit Report. d) Suspicious Orders and Suspicious Order Reporting Review: (1) For each Reporting Period, each Injunctive Relief Distributors will provide the Monitor with a report containing summary metrics for the Suspicious Orders that were reported to the DEA and the Settling States (the P-46 "Suspicious Order Metrics Report"). In the Suspicious Order Metrics Report, the Injunctive Relief Distributors will also provide summary metrics for Orders of Highly Diverted Controlled Substances that exceeded a Threshold but were still shipped. (2) For each Reporting Period, the Monitor shall review the Suspicious Order Metrics Report, determine whether the information reflects substantial compliance with the requirements of Section XIII, and include any Observations and Recommendations in its annual Audit Report. e) Compensation Reviews: (1) For each Reporting Period, the Monitor will review compensation-related policy documents for each Injunctive Relief Distributor for sales personnel. The Monitor shall analyze those documents and determine whether the compensation policies of each Injunctive Relief Distributor comply with the requirements contained in Section V. f) Red Flags Review: (1) For each Reporting Period, the Monitor shall review the Red Flags defined in Section VIII and their incorporation into each Injunctive Relief Distributor's policies and procedures. The Monitor shall determine whether the information reflects substantial compliance with the requirements of Section VIII and include any Observations and Recommendations, as called for by Section VIII.C, about those definitions in its annual Audit Report. g) Review of CSMP Integration with the Clearinghouse: (1) For each Reporting Period, each Injunctive Relief Distributor shall prepare a report summarizing the status of the Injunctive Relief Distributor's CSMP integration with the operation of the Clearinghouse ("Clearinghouse Integration Report"). The Monitor shall review each Injunctive Relief Distributor's Clearinghouse Integration Report, determine whether the information reflects substantial compliance with the requirements of Section XVII, and include any Observations and Recommendations in its annual Audit Report. G. Observations and Recommendations: P-47 I. If the Monitor notes any areas for potential improvement during the course of the reviews conducted pursuant to the Injunctive Relief Terms, the Monitor shall include any such recommendations in the Audit Report. Collectively, any such questions, concerns or recommendations will be referred to as "Observations and Recommendations." H. Audit Reports: 1. No later than one hundred and twenty(120) calendar days prior to the end of a Reporting Period and/or at any other time deemed reasonably necessary by the Monitor, the Monitor shall provide each Injunctive Relief Distributor with a draft report detailing any instances of substantial non- compliance with the applicable provisions of the Injunctive Relief Terms from the reviews in Section XVIII.F (the "Draft Report"). The Draft Report will also describe any Observations and Recommendations. 2. Within thirty (30) calendar days of its receipt of the Draft Report, the Injunctive Relief Distributor will provide comments and responses to the Draft Report. The Injunctive Relief Distributor will, among other things: a) Respond to each instance of substantial non-compliance, including, where appropriate, describing any corrective action taken(or to be taken). b) Respond to each Observation and Recommendation. 3. Within thirty (30) calendar days of its receipt of the Injunctive Relief Distributors' responses to the Draft Report, the Monitor shall provide a final report (the"Audit Report")to each Injunctive Relief Distributor and the State Compliance Review Committee. The Monitor shall provide the State Compliance Review Committee with a copy of an Injunctive Relief Distributor's response to the Draft Report. 4. No action or lack of action by the Settling States regarding information received from the Monitor concerning an Injunctive Relief Distributor's conduct shall be considered affirmation, acceptance, or ratification of that conduct by the Settling States. L Confidentiality: 1. Materials and information provided by the Injunctive Relief Distributors to the Monitor that are designated "Confidential' (and any parts, portions, or derivations thereof) (the "Confidential Information") will be kept confidential and not be shown, disclosed, or distributed to any other party, including any other Injunctive Relief Distributor. 2. The Monitor will not use materials or information received from one Injunctive Relief Distributor, or information or analysis developed using P-48 the Confidential Information of an Injunctive Relief Distributor, in its assessment of any other Injunctive Relief Distributor. Because each Injunctive Relief Distributor operates pursuant to its own unique policies and procedures intended to comply with legal and other requirements of the Injunctive Relief Terms, the Monitor shall apply the standards of each Injunctive Relief Distributor to its reviews without preference to the practices or standards applied by any other Injunctive Relief Distributor. 3. If any of the Settling States or the Monitor receive a request for disclosure of any material or information created or shared under the Injunctive Relief Terms, pursuant to a Third Party Request, the Settling State or the Monitor, respectively, shall notify the Injunctive Relief Distributors of the Third Party Request and the Confidential Information to be disclosed so that the Injunctive Relief Distributors may seek a protective order or otherwise challenge or object to the disclosure. The Settling State or the Monitor will provide the Injunctive Relief Distributors with at least ten (10) days' advance notice before complying with any Third Party Request for Confidential Information, except where state law requires a lesser period of advance notice. 4. Nothing herein will be deemed to prevent any party from claiming any applicable exemption to the public information act, freedom of information act, public records act, or similar law. XIX. ENFORCEMENT OF INJUNCTIVE RELIEF TERMS A. State Compliance Review Committee: I. Any Settling State may initiate a review of a Potential Violation consistent with the process set forth in Section XIX. 2. The State Compliance Review Committee shall assign the Monitor the responsibilities set forth in Sections XIX.B.3 through XIX.B.7, regarding review of a Potential Violation and an opportunity to cure, except with respect to matters requiring interpretation of the Injunctive Relief Terms subject to Section XIX.C.2. The objective of the Monitor shall be to facilitate a resolution among the parties, providing an opportunity to cure, as applicable, for the party against whom a Potential Violation has been alleged. 3. No less than six (6) months before the Monitor's term expires pursuant to Section XVIII, the State Compliance Review Committee and Injunctive Relief Distributors shall meet and confer in good faith to determine the parameters and processes for continued enforcement, consistent to the maximum extent possible with the provisions set forth in Section XIX, for the period after the Monitor's term has ended. Absent agreement between the State Compliance Review Committee and Injunctive Relief P-49 Distributors, all provisions set forth in Section XIX involving the Monitor are excused after the Monitor's term has ended. 4. Should an Injunctive Relief Distributor allege in good faith that a Settling State or the Monitor has impaired the ability of the Injunctive Relief Distributor to meet the Injunctive Relief Terms, the Injunctive Relief Distributor may request the State Compliance Review Committee to mediate any dispute in an effort to avoid the time and expense of litigation regarding interpretation and enforcement of the Injunctive Relief Terms. B. Process for Review of Potential Violations and Opportunity to Cure: I. Definition of"Potential Violation": A Potential Violation occurs when an Injunctive Relief Distributor is alleged to not be in substantial compliance with(i) the Injunctive Relief Terms or (ii) a Corrective Action Plan adopted consistent with the process set forth in Section XIX.B.7. 2. Submission of Notice of Potential Violation. An allegation of a Potential Violation shall be submitted to the State Compliance Review Committee in writing by one or more Settling States ("Notice of Potential Violation" or"Notice") and shall include the following to the extent practicable: a) Specification of the particular Injunctive Relief Term(s) and/or Corrective Action Plan(s) implicated by the Potential Violation; b) Description of the Potential Violation with specificity; C) The reasoning for and, if available, any documentation supporting the allegation that a Potential Violation has occurred, including whether the Potential Violation is a matter identified by the Monitor in an Audit Report; and d) Description of the time-sensitivity of the Potential Violation, if relevant. 3. Assignment to Monitor. The State Compliance Review Committee shall review every Notice. If the State Compliance Review Committee reasonably believes that further review is warranted, the State Compliance Review Committee shall forward the Notice to the Monitor. The Monitor shall ensure that the Injunctive Relief Distributor that is the subject of the Notice receives a copy of the Notice and a proposed schedule consistent with the process set forth in Sections XIX.B.4 and XIX.B.5. 4. Response to Notice of Potential Violation. Within thirty (30) days of receipt of the Notice of Potential Violation, the Injunctive Relief Distributor that is the subject of the Notice shall provide a written response to the referring Settling State(s), the Monitor, and the State Compliance Review Committee. The response (a) shall set forth the P-50 reasons the Injunctive Relief Distributor that is the subject of the Notice believes that it is in substantial compliance with the relevant Injunctive Relief Term(s) and/or Corrective Action Plan(s), and (b) as applicable, shall explain efforts undertaken to cure the Potential Violation and a schedule for completing the efforts to cure. 5. Conference for Parties re Notice of Potential Violation. The parties to the Notice shall meet or otherwise confer regarding the Potential Violation. The parties and the Monitor shall make themselves available for such a meeting (which may at any party's election be a virtual or technology- based meeting), provided, however, that the meeting is not required to take place sooner than fifteen(15) days after a written response to the Notice of Potential Violation. 6. Process for Previously-Submitted Notices of Potential Violation. At the request of the parties to a Notice, the Monitor shall determine whether the Notice implicates the same or similar issues as a previously submitted Notice or is a matter previously identified by the Monitor in an Audit Report involving the same party alleged to have engaged in a Potential Violation, and make an initial determination as to whether the issues needs to be addressed anew. The Monitor shall inform the Settling State and Injunctive Relief Distributor involved in the previous Notice or the subject of a matter previously identified by the Monitor in an Audit Report of its determination within five (5) business days of receipt of the Notice. The Settling State and Injunctive Relief Distributor shall have five (5)business days to object to the determination. If an objection is made, the Monitor shall respond to the objection within five (5)business days. If no objection is made, the party involved in the prior Notice may rely on the response to the previously submitted Notice or matter previously identified by the Monitor in an Audit Report and no further action shall be required. 7. Monitor Resolution of Potential Violation and Opportunity to Cure. Within thirty (30) days of the meeting pursuant to Section XIX.B.5, the Monitor, taking into consideration the submissions of the parties involved in the Notice and other information available to the Monitor, shall resolve the Notice as follows: a) If the Monitor reasonably believes that a Potential Violation is not ongoing or has been substantially resolved as of thirty (30) days from the meeting pursuant to Section XIX.B.5, the Monitor shall provide written notice to the State Compliance Review Committee and the Settling State(s) and Injunctive Relief Distributor involved in the Notice. b) If the Monitor reasonably believes that a Potential Violation is ongoing and has not been substantially resolved as of thirty (30) days from the meeting pursuant to Section XIX.B.5, the Monitor P-51 shall provide written notice to the State Compliance Review Committee and the Settling State(s) and Injunctive Relief Distributor involved in the Notice and request that the Injunctive Relief Distributor prepare, within thirty(30) days of the receipt of such written notice, a Corrective Action Plan to remedy such Potential Violation, including a reasonable period for implementation of such plan. The Monitor may extend the period of time to submit a Corrective Action Plan up to ninety (90) days based on a reasonable request by the affected parry. C) A Corrective Action Plan may address multiple Potential Violations, and an existing Corrective Action Plan may be amended to address additional Potential Violations. d) Within ten (10) business days of submission of a Corrective Action Plan regarding a Potential Violation, the Monitor shall confer with the State Compliance Review Committee and the Settling State(s) and Injunctive Relief Distributor involved in the Notice regarding the proposed Corrective Action Plan. The Monitor may recommend revisions in its discretion. The conference required by this paragraph may at any party's election be a virtual or technology-based meeting. e) Within thirty (30) days of the conference in Section XIX.B.7.d, the Monitor shall advise the State Compliance Review Committee and the Settling State(s) and Injunctive Relief Distributor involved in the Notice whether the Monitor has adopted the proposed Corrective Action Plan or whether the Monitor has adopted it after making modifications. The Monitor shall also set forth a reasonable period for implementation of any such plan that has been adopted. The Injunctive Relief Distributor that is subject to a Corrective Action Plan adopted by the Monitor must begin to comply with the Corrective Action Plan within five (5)business days of receiving notice of the Corrective Action Plan has been adopted, unless it seeks review by the State Compliance Review Committee pursuant to Section XIX.C.1. C. Enforcement Responsibilities of State Compliance Review Committee: 1. The Settling State(s) or Injunctive Relief Distributor involved in a Notice may request the State Compliance Review Committee to review the resolution(including a resolution pursuant to Section XIX.B.7.a) and/or Corrective Action Plan adopted by the Monitor regarding that Notice. Any such request must be made within five (5)business days of a resolution or adoption of a Corrective Action Plan by the Monitor. The State Compliance Review Committee, taking into consideration the resolution by the Monitor, submissions of the Settling State(s) or Injunctive Relief P-52 Distributor, and other information available to the Committee, shall within thirty (30) days of receipt of the request resolve the matter by written notice to the affected parties, which shall include the State Compliance Review Committee's reasoning in reaching its resolution. The State Compliance Review Committee may agree, disagree, or modify any resolution or Corrective Action Plan that it reviews. An Injunctive Relief Distributor that is subject to a Corrective Action Plan that is affirmed or affirmed as amended by the State Compliance Review Committee must within five (5)business days begin to comply with the Corrective Action Plan. 2. The State Compliance Review Committee shall review any issues raised by a Notice regarding the interpretation of the Injunctive Relief Terms at the request of the Settling State(s), Injunctive Relief Distributor involved in a Notice, or the Monitor. Such a request may be made at any time after the Notice's submission, and the request will not extend the timelines set forth in Sections XIX.B and XIX.C.1. The State Compliance Review Committee shall notify the Monitor, Settling State(s) and Injunctive Relief Distributor involved in the Notice of its determination. Settling States and Injunctive Relief Distributors do not waive their rights to challenge the interpretation of the Injunctive Relief Terms by the State Compliance Review Committee in any subsequent proceeding pursuant to Section XIX.E.2. 3. The State Compliance Review Committee may, independent of a Notice of Potential Violation, review requests by a Monitor, Settling State, or Injunctive Relief Distributor regarding the interpretation of the Injunctive Relief Terms. The State Compliance Review Committee shall notify the Monitor and requesting party of its interpretation, including the State Compliance Review Committee's reasoning in reaching its conclusion. Settling States and Injunctive Relief Distributors do not waive their rights to challenge the interpretation of the Injunctive Relief Terms by the State Compliance Review Committee in any subsequent proceeding pursuant to Section XIX.E.2. 4. The State Compliance Review Committee shall make available to all Settling States and Injunctive Relief Distributors any interpretation it issues pursuant to Sections XIX.C.2 and XIX.C.3. D. Composition of State Compliance Review Committee: 1. A Settling State on the State Compliance Review Committee that is in active litigation with one or more of the Injunctive Relief Distributors, or in another potential conflict of interest involving compliance with Controlled Substances laws and regulations, may not serve on the State Compliance Review Committee for matters involving the affected Injunctive Relief Distributor, and the remaining Settling States on the P-53 State Compliance Review Committee shall within five (5)business days select an alternate Settling State as a replacement. 2. If the affected state on the State Compliance Review Committee disputes that it has a disqualifying active litigation or other conflict of interest, the determination of whether that state has a conflict disqualifying it from serving on the State Compliance Review Committee shall be made by the remaining states on the State Compliance Review Committee. E. Enforcement Actions: 1. Any written notice or resolution by the State Compliance Review Committee regarding the matters set forth in Sections XIX.B and XIX.0 shall provide the State Compliance Review Committee's assessment of the matter but will not be an official opinion of any individual Settling State. 2. Following the issuance of a written notice or resolution of the State Compliance Review Committee pursuant to Section XIX.C, a Settling State or Injunctive Relief Distributor may take whatever action it deems necessary related to the written notice or resolution issued by the State Compliance Review Committee, provided that the Settling State or Injunctive Relief Distributor is either(a) the Settling State that sought review by the State Compliance Review Committee, or (b) the Injunctive Relief Distributor that is the subject of the Potential Violation at issue. Such action may include but is not limited to bringing an action to enforce the settlement agreement, filing a new original action, or, the parties to a Notice attempting to negotiate a Corrective Action Plan directly with each other. 3. The Settling States agree that prior to taking any court or administrative action, other than an action that is necessary to address an immediate threat to the health, safety, or welfare of the citizens of the Settling State, or that a public emergency requiring immediate action exists, it will follow the process outlined in Sections XIX.B and XIX.C. 4. A Settling State or Injunctive Relief Distributor must bring a court or administrative action within six(6) months of any resolution of the State Compliance Review Committee, unless the alleged violation is also an independent violation of state or federal law, or an action that a Settling State concludes is necessary to address an immediate threat to the health, safety, or welfare of the citizens of the State, or that a public emergency requiring immediate action exists, in which cases, the applicable statute of limitations (if any) for sovereign actions shall apply. P-54 EXHIBIT Q Illustrative Examples of Prepavments Example 1 Gross Settlement Prepayment: $3,000,000 Settlement Prepayment Reduction Schedule: Reduce amounts paid for each of Payment Years 8, 13, and 18 by $1,000,000 Net Settlement Prepayment Amount(assumes discount rate of five percent(5%)): $2,591,513 ($863,838 for each of Payment Years 5, 10, and 15) Settlement Prepayment Net Settlement Payment Year Initial Settlement Reduction Prepayment Revised Settlement Payment Schedule + Payment Schedule 1 $1,000,000 $1,000,000 2 $1,000,000 $1,000,000 3 $1,000,000 $1,000,000 4 $1,000,000 $1,000,000 5 $1,000,000 $863,838 $1,863,838 6 $1,000,000 $1,000,000 7 $1,000,000 $1,000,000 8 $1,000,000 $1,000,000 $0 9 $1,000,000 $1,000,000 10 $1,000,000 $863,838 $1,863,838 11 $1,000,000 $1,000,000 12 $1,000,000 $1,000,000 13 $1,000,000 $1,000,000 $0 14 $1,000,000 $1,000,000 15 $1,000,000 $863,838 $1,863,838 16 $1,000,000 $1,000,000 17 $1,000,000 $1,000,000 18 $1,000,000 $1,000,000 $0 Total $18,000,000 $3,000,000 $2,591,513 $17,591,513 Q-1 Example 2 Gross Settlement Prepayment: $3,000,000 Settlement Prepayment Reduction Schedule: Reduce amounts paid for each of Payment Years 4, 9, and 14 by $1,000,000 Net Settlement Prepayment Amount(assumes discount rate of five percent(5%)): $2,857,143 ($952,381 for each of Payment Years 3, 8, and 13) Settlement Prepayment Net Settlement Payment Year Initial Settlement Reduction Prepayment Revised Settlement Payment Schedule + Payment Schedule 1 $1,000,000 $1,000,000 2 $1,000,000 $1,000,000 3 $1,000,000 $952,381 $1,952,381 4 $1,000,000 $1,000,000 $0 5 $1,000,000 $1,000,000 6 $1,000,000 $1,000,000 7 $1,000,000 $1,000,000 8 $1,000,000 $952,381 $1,952,381 9 $1,000,000 $1,000,000 $0 10 $1,000,000 $1,000,000 11 $1,000,000 $1,000,000 12 $1,000,000 $1,000,000 13 $1,000,000 $952,381 $1,952,381 14 $1,000,000 $1,000,000 $0 15 $1,000,000 $1,000,000 16 $1,000,000 $1,000,000 17 $1,000,000 $1,000,000 18 $1,000,000 $1,000,000 Total $18,000,000 $3,000,000 $2,857,143 $17,857,143 Q-2 EXHIBIT R Agreement on Attorneys' Fees, Expenses and Costs This Agreement on Attorneys' Fees, Expenses and Costs ("Fee Agreement")is entered between McKesson Corporation, Cardinal Health, Inc., and AmerisourceBergen Corporation (collectively, the"Settling Distributors"), and the Plaintiffs' Executive Committee appointed in the multidistrict litigation in the Northern District of Ohio,National Prescription Opiate Litigation,No. 1:17-MD-2804 ("11lff)L PEC"), in connection with the Distributor Settlement Agreement("Distributor Agreement"). This Fee Agreement becomes effective on the Effective Date of the Distributor Agreement or the date that the Consent Judgments anticipated under the Distributor Agreement become final in 25 Settling States (whichever is later). However, costs specified in Sections 1L1 and 1LL4 of this Fee Agreement that are to be funded pre-Effective Date by the Settling Distributors are effective upon agreement in writing with the Settling Distributors. I. Definitions. A. This Fee Agreement incorporates all defined terms in the Distributor Agreement, unless otherwise defined herein, and shall be interpreted in a manner consistent with the Distributor Agreement. B. "Attorney." Any of the following retained through a legal contract: a solo practitioner, a multi-attorney law firm, or other legal representative of a Participating Subdivision. C. "Attorney Fee Fund." An account consisting of funds allocated to pay attorneys' fees approved pursuant to Section 11 of this Fee Agreement established by Order of, and under the ongoing jurisdiction of, the MDL Court, as provided below. D. "Common Benefit Fund." The sub fund of the Attorney Fee Fund described in Section II.C. E. "Contingency Fee Fund." The sub fund of the Attorney Fee Fund described in Section ILD. F. "Cost and Expense Fund Administrator." The administrator appointed by the MDL Court to administer the MDL Expense Fund and Subdivision Cost Fund as provided in the Fee Agreement. G. "Cost Funds." Collectively, the MDL Expense Fund and Subdivision Cost Fund. H. "Fee Entitlement." Any right, entitlement or expectation, including but not limited to a fee contract, contingent fee contract, agreement, referral arrangement, co-counsel arrangement, State Back-Stop Agreement, or any other arrangement by which counsel could receive compensation or other consideration. R-1 L "Fee Panel." The three-person panel appointed by the MDL Court to administer the Attorney Fee Fund and its sub funds as provided in the Fee Agreement. J. "Litigating Subdivision Cost Fund." The cost fund described in Section ILE herein. K. "AML Court." United States District Court for the Northern District of Ohio Eastern Division, Case No. 1:17-md-2804, Judge Dan Aaron Polster. L. "AML Expense Fund." The cost fund described in Section II.F below. M. "AML PEC." The Plaintiffs' Executive Committee appointed by the MDL Court. N. "Non-Participating Litigating Subdivision." A Litigating Subdivision that is not a Participating Subdivision. O. "Participating Litigating Subdivision." A Litigating Subdivision that is also a Participating Subdivision. P. "Participation Agreement." An agreement executed by an Attorney that acknowledges the obligation to pay an appropriate MDL Common Benefit Assessment. Q. "Qualifying Representation." Legal services provided for representation of a Participating Litigating Subdivision regarding Released Claims against Released Entities. R. "State Back-Stop Agreement." Any agreement by a Settling State and private counsel for Participating Subdivisions in that State (or legislation enacted in that State) to provide, adjust, or guarantee attorneys' fees and costs, whether from the Attorney Fee Fund or any other source recognized in the agreement or legislation. IL Fees and Costs. A. Total Attorneys'Fees and Costs. 1. Total attorneys' fees and costs to be paid by Settling Distributors to Attorneys in each of the relevant Payment Years under this Fee Agreement shall be up to the following amounts, subject to the provisions set forth below, including with respect to the division of the Attorney Fee Fund into its sub funds: Attorney Fee Fund MDL Expense Litigating (Contingency Fee Fund and Fund Subdivision Cost Common Benefit Fund) Fund Payment Year 1 $136,044,378.70 $40,384,615.39 $40,000,000 Payment Year 2 $150,934,911.25 $40,000,000 Payment Year 3 $270,825,443.80 $40,000,000 Payment Year 4 $183,625,739.68 R-2 Payment Year 5 $183,625,739.69 Payment Year 6 $183,625,739.69 Payment Year 7 $183,625,739.69 2. The sub funds within the Attorney Fee Fund shall include the Common Benefit Fund and the Contingency Fee Fund. The Cost Funds shall include the MDL Expense Fund, and the Litigating Subdivision Cost Fund. The State Counsel Fee Fund and the State Cost Fund shall be separate funds under the control of the Settling States. 3. The Contingency Fee Fund and the Common Benefit Fund shall be administered by a Fee Panel to be appointed by the MDL Court that will be governed by the provisions of this Fee Agreement and shall design the process and procedures for the allocation of fees pursuant to this Fee Agreement and the MDL Court's Order. The Cost Funds shall be administered by the Cost and Expense Fund Administrator to be appointed by the MDL Court who will be governed by the provisions of this Fee Agreement and shall design the process and procedures for the allocation of costs pursuant to this Fee Agreement and the MDL Court's Order. 4. The fees and costs to be paid under this Fee Agreement are available for Attorneys engaged in Qualifying Representations only. Fees and costs to be paid under this Fee Agreement are not available prior to the Effective Date of the Distributor Agreement or if the Distributor Agreement does not proceed past the Settling Distributors' determination in Section VIIIA of the Distributor Agreement. Fees and costs to be paid under this Fee Agreement are not available for representation of Non- Participating Subdivisions or Non-Litigating Subdivisions and are not available for representation of private hospitals, third-party payors,NAS claimants, personal injury/wrongful death claimants, or any entity other than Participating Litigating Subdivisions. In addition, fees and costs under this Fee Agreement are not available for representation of any individual or entity in matters other than those claims against Released Entities, but may include a reasonable share of representations that involve development of facts for pursuit of opioid-related claims against multiple defendants in the pharmacy, manufacturing, and distribution chain. 5. Payments due to the Attorney Fee Fund and the Cost Funds from the Settling Distributors under this Section II will be allocated among the Settling Distributors as follows: McKesson 38.1%; Amerisource 31.0%; Cardinal 30.9%. A Settling Distributor's sole responsibility for payments under this Fee Agreement shall be to make its share of each payment. The obligations of the Settling Distributors in this Fee Agreement are several and not joint. No Settling Distributor shall be responsible for any portion of another Settling Distributor's share. B. Attorney Fee Fund and Sub Funds. 1. There shall be a split of the Attorney Fee Fund into the Contingency Fee Fund and the Common Benefit Fund. The split shall be 40% to the Contingency Fee Fund and 60% to the Common Benefit Fund. R-3 2. In no event shall Settling Distributors be required to pay more into the Attorney Fee Fund in any Payment Year than the maximum amount specified for that Payment Year in Section ILA.1, which amounts are reflected in Exhibit M to the Distributor Agreement. The amounts allocated to the Contingency Fee Fund and the Common Benefit Fund set by the Fee Panel shall be subject to the reductions and offsets set forth below. 3. Awards of fees from the Contingency Fee Fund shall be available to Attorneys with Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation under the Distributor Agreement, as set forth in Exhibit G to the Distributor Agreement, and shall be made applying the Mathematical Model attached as Exhibit A to this Fee Agreement("Mathematical Moder'). The collection of the data and calculations for the Mathematical Model has been a cooperative effort among private counsel for a large number of Litigating Subdivisions. The analysis has been spearheaded by Joseph Tann and Andrew Arnold. The Fee Panel is encouraged to continue working with those counsel in application of the Model. The Fee Panel shall oversee the application of the Model and resolve any questions or disputes concerning the eligibility of an Attorney to participate as required in Section II.G. The Panel is empowered to hear disputes concerning and ensure the accuracy of the mathematical calculation. 4. As to awards from the Contingency Fee Fund, there shall be no right of appeal. 5. Any appeal of an award of the Fee Panel from the Common Benefit Fund will be made to the MDL Court and be reviewed under an abuse of discretion standard. C. Common Benefit Fund. (60% of the Attorney Fee Fund.) 1. Funds in the Attorney Fee Fund shall be allocated to the Common Benefit Fund according to the schedule set forth below, subject to the adjustments described in Section II.C.5. The payments are to be made on the following yearly schedule, subject to the adjustments set forth below: Payment Year 1 $81,626,627.22 Payment Year 2 $90,560,946.75 Payment Year 3 $162,495,266.28 Payment Year 4 $110,175,443.79 Payment Year 5 $110,175,443.79 Payment Year 6 $110,175,443.79 Payment Year 7 $110,175,443.79 Total: $775,384,615.41 R-4 2. The Common Benefit Fund shall be available to compensate Attorneys engaged in Qualifying Representations of Participating Litigating Subdivisions who: a. have performed work for the common benefit of all subdivisions pursuant to the guidelines established by Judge Polster set forth in MDL 2804 and the Order dated June 19, 2018, under docket number 636, which is included herein by reference; and b. satisfy the eligibility criteria set forth in Section II.G. For purposes of Common Benefit Fund distribution, notwithstanding Section II.A.4 above, Attorneys representing Tribal Nations litigating against the Settling Distributors that have reached a settlement for Released Claims with Settling Distributors and/or Released Entities and meet the eligibility criteria in Section II.G shall be eligible. 3. The Common Benefit Fund shall be overseen by the Fee Panel, which shall determine the allocation of funds to eligible Attorneys consistent with this Fee Agreement and the June 19, 2018 Order. 4. In assessing the benefits that an Attorney has conferred to Participating Subdivisions (including non-Litigating Subdivisions) and/or Tribal Nations for purposes of any compensation decision, the Fee Panel shall give significant weight to the extent to which(i) the Attorney and his or her clients have contributed to increasing (or reducing) the Initial Participation Tier achieved through participation in the Distributor Agreement; (ii) the Attorney and his or her clients have contributed to increasing (or reducing) the amounts achieved under Incentive Payments A-D through participation in the Distributor Agreement; and(iii) the Attorney and his or her clients have contributed to the potential triggering of any suspension, reduction, or offset of Payment amounts under the Distributor Agreement. The Fee Panel may also consider additional fee recoveries the Attorney may potentially obtain, including, but not limited to, from State Back-Stop Agreements, representations of States or Tribal Nations, representations of other clients in opioids-related matters, or through the representation of Subdivision clients, whether they participated in the Distributor Agreement or not. It is the intent of this provision to recognize that the goal of the Distributor Agreement is to provide for maximum participation by the Subdivisions, maximum abatement funding for all Subdivisions nationally, and the maximum peace for Released Entities. Therefore, representing a Non- Participating Subdivision does not further the goal of the Distributor Agreement and should not be considered Common Benefit because it does not increase funds available to Participating Subdivisions' abatement programs. Representing Later Litigating Subdivisions is antithetical to the Distributor Agreement, detracts from Common Benefit, and is addressed by the ethics opinion discussed in Section II.I.4. The Fee Panel shall consider this concept of"common detriment" set forth in this Section ILC.4 in all of its decisionmaking with respect to the allocation of the Attorney Fee Fund among Attorneys, as well as, in its discretion, any offsets provided to Settling Distributors as set forth in Section ILC.6. The Fee Panel shall consider the totality of the Attorney's Participating Litigating Subdivisions as compared to the Attorney's Non-Participating Litigating R-5 Subdivisions; the Parties recognize that, although the goal is for 100%participation, Attorneys with a higher number of clients have a higher probability of having one or more Non-Participating Litigating Subdivision client. As used in this Section II.C.4, "client" or"representing" a Subdivision shall include any Litigating Subdivision as to which the Attorney has a Fee Entitlement. 5. As set forth in Section II.C.6, the Fee Panel must consider the factors described in Section II.C.4 to determine how and whether to reduce the amounts to be paid by Settling Distributors under this Fee Agreement and to determine how to allocate funds among Attorneys. They may also, at their discretion, consider other factors. Any reduction in payment obligation or credit to be given a Settling Distributor in this Fee Agreement shall be applied against Payment Year 7 and working backwards. Any reduction to an Attorney not credited to Settling Distributors shall be allocated to attorneys whose Litigating Subdivision clients participated in the settlement by the Initial Participation Date. 6. The amounts to be provided as a credit or offset to Settling Distributors from the Common Benefit Fund shall depend on the relevant Participation Tier achieved, set forth in Exhibit H of the Distributor Agreement, as follows: a. At Participation Tier 1 or below, the Common Benefit Fund payments to be paid by Settling Distributors shall be reduced as follows: (i) With respect to any Attorney seeking payment from the Common Benefit Fund, the Fee Panel shall compare the aggregate allocation that Participating Litigating Subdivisions with which the Attorney has a Fee Entitlement would receive using the negotiating class allocation metrics with the aggregate amount that all Litigating Subdivisions (Participating and Non-Participating) with which the Attorney has a Fee Entitlement would receive using the negotiating class allocation metrics, provided that only Litigating Subdivisions in Settling States shall be considered for this ratio. The Fee Panel will multiply the amount to be paid to that Attorney from the Common Benefit Fund by that ratio, reduce the Attorney's award by a maximum reduction of 15%, and the dollar amount of such reduction shall be deducted, dollar-for- dollar, from the amount owed by Settling Distributors to the Common Benefit Fund of the Attorney Fee Fund. (ii) In the event that any Non-Participating Subdivision that is (a)under the jurisdiction of the MDL Court or(b) represented by an Attorney that is obligated to pay into the MDL Common Benefit Fund pursuant to a Participation Agreement, an order of the MDL Court, or any other arrangement settles with or wins a judgment against a Released Entity separate from the Distributor Agreement, and such settlement or judgment results in a common benefit fee assessment or fee payment into the MDL Common Benefit Fund during the time of Settling Distributors' obligation to pay fees under this Fee Agreement, Settling Distributors' R-6 obligation to pay into the Common Benefit Fund shall be reduced dollar- for-dollar for any amount of such fee assessments or payments (in the aggregate based on all reductions in this Section II.C.6.a.ii that exceed the reductions in Section II.C.6.a.i). (iii) For the avoidance of doubt, in Tier 1 for each settlement or judgment with the Settling Distributors that results in an assessment or payment to the MDL Common Benefit Fund, that payment shall result in an offset for the Settling Distributors, unless the assessment or payment occurs after the Payment Date for Year 7. b. At Participation Tier 2, the Common Benefit Fund payments to be made by Settling Distributors shall be reduced only as follows: (i) Reduction by the Fee Panel. With respect to all Attorneys making an application that seeks payment from the Common Benefit Fund, the Fee Panel shall, following a determination that an Attorney is eligible under Section II.G, apply the criteria specified in Section II.C.4 in determining whether the lack of participation by Subdivisions with which an Attorney has a Fee Entitlement has resulted in a reduction in the Participation Tier achieved, reduction in benefit to Participating Subdivisions as a result of reductions in Incentive Payments A-D, and/or potential triggering of a suspension, reduction or offset under the Distributor Agreement. If the Fee Panel concludes that such a reduction has occurred, it must consider(1) the relative size of the Non- Participating Subdivision, as adjusted by the severity measures reflected in Exhibit H (governing the Participation Tiers) of the Distributor Agreement, and the impact of its non-participation on the Distributor Agreement as a whole (including amounts of Incentive Payments and triggering of suspensions, reductions or offsets); (2) whether and by how much the payment to the Attorney from the Common Benefit Fund should be reduced as a result of the impact of such non-participation on Participating Subdivisions; and (3)whether some or all of said reduction should revert to Settling Distributors due to the reduction in peace obtained from the Distributor Agreement. Consideration of the factors discussed in this Section ILC.6.b.i and Section ILC.4 is mandatory. The decision whether to (and by how much to) reduce payments by Settling Distributors or to reduce the payment to any Attorney based on the factors in Section II.C.4 shall be in the sole discretion of the Fee Panel. (ii) Offsets. (1) In the event that any Non-Participating Subdivision that is (a)under the jurisdiction of the MDL Court or (b)represented by an Attorney that is obligated to pay into the MDL Common Benefit Fund pursuant to a Participation Agreement, an order of the MDL Court, or any other arrangement R-7 settles with or wins a judgment against a Released Entity separate from the Distributor Agreement, and such settlement or judgment results in a common benefit fee assessment or fee payment into the MDL Common Benefit Fund during the time of Settling Distributors' obligation to pay Common Benefit Fees under this Fee Agreement, Settling Distributors' obligation to pay into the Common Benefit Fund shall be reduced dollar-for-dollar up to the amount of the fee assessment or payment, except that such amount shall be capped at 7.5% of the amount of the settlement or judgment. Such reduction shall be taken first from Payment Year 7 of Settling Distributors' payments to the Common Benefit Fund of the Attorney Fee Fund up to the full amount of Settling Distributors' payment obligation in Payment Year 7, then from Payment Year 6, and so on. (2) For the avoidance of doubt, for each settlement or judgment with the Settling Distributors that results in an assessment or payment to the MDL Common Benefit Fund, that payment shall result in an offset for the Settling Distributors, unless the assessment or payment occurs after the Payment Date for Payment Year 7. C. At Participation Tier 3, the reductions to the Attorney Fee Fund shall be the same as set forth in Section II.C.6.b, except that the cap on each offset shall be 5% of the amount of such settlement or judgment. d. At Participation Tier 4, there shall be no reductions to the Settling Distributors' obligations to make payment into the Common Benefit Fund, but the principles set forth in Section ILC.4 shall continue to apply. D. Contingency Fee Fund. (40% of the Attorney Fee Fund.) I. Funds from the Attorney Fee Fund shall be allocated to the Contingency Fee Fund on the following yearly schedule, subject to the adjustments set forth below: Payment Year 1 $54,417,751.48 Payment Year 2 $60,373,964.50 Payment Year 3 $108,330,177.52 Payment Year 4 $73,450,295.88 Payment Year 5 $73,450,295.88 Payment Year 6 $73,450,295.88 Payment Year 7 $73,450,295.88 Total: $516,923,077.32 R-8 2. The Contingency Fee Fund shall be available to compensate Attorneys engaged in Qualifying Representations of Participating Litigating Subdivisions that meet the criteria set forth in Section II.G. 3. The Contingency Fee Fund shall be available to Attorneys who: a. represent Litigating Subdivisions that are Participating Subdivisions, whether their actions are filed in state or federal court; and b. meet the eligibility criteria of Section II.G. C. Participation in the Contingency Fee Fund by counsel that have a case that is not subject to the jurisdiction of the MDL Court shall not create, provide, or waive jurisdiction of the MDL Court over that Litigating Subdivision, that case or Attorneys, other than to oversee the fairness of the distribution process, and enforcement of this Fee Agreement. 4. The amounts owed by Settling Distributors to the Contingency Fee Fund shall depend on the relevant Participation Tier set forth in Exhibit H of the Distributor Agreement as follows: a. At Participation Tiers 1, 2 and 3, the Contingency Fee Fund payments shall be reduced as follows: (i) For Non-Settling States, the Contingency Fee Fund payments shall first be reduced by the amounts identified by the Fee Panel, pursuant to Section II.H.6, that would have been owed to counsel for Litigating Subdivisions in Non-Settling States, had those States and those Litigating Subdivisions been Settling States and Participating Subdivisions. (ii) Following the calculation in Section ILD.4.a.i, the Contingency Fee Fund payments shall be reduced to reflect the non- joinder of Litigating Subdivisions in Settling States by subtracting the amounts identified by the Fee Panel, pursuant to Section ILH.6, that would have been owed to counsel for Non-Participating Litigating Subdivisions in Settling States had such Litigating Subdivisions been Participating Subdivisions. b. At Participation Tier 4, there shall be no reductions in the Contingency Fee Fund. C. In the event that the Settling Distributors, prior to the Effective Date of the Distributor Agreement, settle with any Litigating Subdivision and, under such settlement agreement pay attorneys' fees, the Fee Panel shall treat those Litigating Subdivisions as Participating Litigating Subdivisions and, applying the same criteria applicable to all Attorneys for Participating Litigating R-9 Subdivisions, determine what amount they would have been paid from the Contingency Fee Fund if they had become Participating Subdivisions under the Distributor Agreement without such prior settlement. That sum, rather than being paid to the Attorney for the previously settled Litigating Subdivision, shall be credited and/or returned to the Settling Defendants as if determined under Section II.D.4.a.ii above, except that such credit shall not be greater than the amount to the Attorneys paid under the Litigating Subdivision's prior settlement agreement. E. Litigating Subdivision Cost Fund. 1. The Settling Distributors shall pay $120,000,000 into the Subdivision Cost Fund, according to the schedule set forth below: Payment Year 1 $40,000,000 Payment Year 2 $40,000,000 Payment Year 3 $40,000,000 2. The Litigating Subdivision Cost Fund shall be available to compensate Attorneys for costs and expenses arising out of representation of Participating Litigating Subdivisions or to compensate Participating Litigating Subdivisions for direct in-house costs for expenditures related to their litigation against the Settling Distributors, including the cost of in-house employees. No funds in the Litigating Subdivision Cost Fund may be used to compensate the costs incurred by Non-Participating Subdivisions or Non- Litigating Subdivisions or costs and expenses arising out of representation of any such Subdivision. In allocating the Litigating Subdivision Cost Fund, the Administrator shall not allocate any funds for costs incurred after July 21, 2021. 3. During the period between July 21, 2021, and the Effective Date, the MDL PEC, as well as Litigating Subdivisions eligible to claim costs from the Litigating Subdivision Cost Fund shall make best efforts to cease litigation activity against Settling Distributors, including by jointly seeking stays or severance of claims against the Settling Distributors, where feasible, or postponements if a motion to stay or sever is not feasible or is denied, so long as such actions are not otherwise detrimental to the Litigating Subdivision. 4. In the event that the Settling Distributors, prior to the Effective Date of the Distributor Agreement, settle with any Litigating Subdivision and, under such settlement agreement pay costs to the Litigating Subdivision or its Attorney, the MDL Cost and Expense Fund Administrator shall treat those Litigating Subdivisions as Participating Litigating Subdivisions and, using the same criteria applicable to all applicants to the Subdivision Cost Fund, determine what amount in costs the Litigating Subdivision or its Attorney would have been paid from the Litigating Subdivision Cost Fund if it had settled under the Distributor Agreement. That sum, rather than being paid to the Attorney or the previously settling Litigating Subdivision, shall be credited and/or returned to the Settling Defendants, except that such sum shall not be greater than the amount paid under the previously settled Litigating Subdivision's settlement agreement. R-10 5. The MDL Court shall appoint a Cost and Expense Fund Administrator, who shall develop a process and criteria, with input from participating counsel, by which to (a) determine the distribution of amounts from the MDL Expense Fund in pursuit of the claims against Settling Distributors; and (b)receive and evaluate applications from Participating Litigating Subdivisions, whether filed in Federal Court or State Court, to seek reimbursement from the Litigating Subdivision Cost Fund for eligible costs under Section II.E.2 in pursuit of the claims against the Settling Distributors. The Cost and Expense Fund Administrator shall require transparency from all applicants as to any other sources for compensating Attorneys for Litigating Subdivisions for costs incurred. The Cost and Expense Fund Administrator shall be compensated from the Fund. 6. In the event that the total amount of reimbursements from the Litigating Subdivision Cost Fund approved as reasonable by the Cost and Expense Administrator is less than the $120,000,000, any remaining funds shall revert to the Settling Distributors. F. MDL Expense Fund. 1. In Payment Year 1 of the Distributor Agreement, the Settling Distributors shall pay the following amount into the MDL Expense Fund: MDL Expense Fund $40,384,615 2. The MDL Expense Fund shall be released following the Effective Date of this Fee Agreement without any delay to reimburse the MDL Counsel for an agreed-to portion of the expenses incurred, as approved by the Cost and Expense Fund Administrator. The MDL Expense Fund will be paid directly to the MDL Cost Account, set up by MDL Order and will be administered under the ongoing jurisdiction of the MDL Court, as provided below. No funds may be used to compensate the costs incurred by Non-Participating Subdivisions or to compensate any Attorney for costs incurred in representing one or more Non-Participating Subdivisions. 3. In allocating the MDL Expense Fund, the Administrator shall not allocate any funds for costs incurred after July 21, 2021, unless the Administrator determines that there are sufficient funds to cover all subdivision costs incurred prior to July 21, 2021 and that special circumstances exist to justify costs incurred following the public announcement of the Distributor Agreement. G. Eligibility. 1. It is the intention of all parties participating in the Fee Panel process that there should be total transparency to the Fee Panel and to all fund participants. In connection with the process to be developed by the Fee Panel, any and all monies in attorney's fees, including referral fees, expenses paid, promises for payment, or any other Fee Entitlement, to any applicant in any opioid litigation shall be disclosed to the Fee Panel as a condition of participating in the Attorney Fee Fund and prior to an award from the Fee Panel. Any payment, expectation of payment or perceived entitlement to participate in a State Back-Stop Agreement or any other agreement reached with a R-11 Settling State or any Subdivision or any other source regarding payment of fees must be disclosed to the Fee Panel. Similarly, any right to payment from any other fund, for example a fund for payment to lawyers representing Settling States or Tribal Nations or Subdivisions shall be disclosed to the Fee Panel. Because it is anticipated that there will be multiple firms listed on contingent fee agreements with Litigating Subdivisions, the Fee Panel shall establish procedures, with input from Attorneys for Participating Litigating Subdivisions, for who should petition for fees from such groups and to whom the fee shall be paid and thereafter distributed to co-counsel in accordance with applicable agreements. For the avoidance of doubt, all Attorneys that are part of such groups must meet the eligibility criteria in Section II.G, must be subject to the criteria set forth in Section II.C.4, and must be disclosed to the Fee Panel. 2. An Attorney may apply for and recover attorneys' fees from the Common Benefit Fund, the Contingency Fee Fund, and the Litigating Subdivision Cost Fund and any fund created by a past or future State Back-Stop Agreement, provided the Attorney satisfies the requirements relevant to each such fund and requirements for disclosure to the Fee Panel. 3. An Attorney may not receive any payment from the Attorney Fee Fund (which includes both the Contingency Fee Fund and the Common Benefit Fund)unless the following eligibility criteria are met and annually certified by the Attorney: a. The Attorney must expressly waive the enforcement against the Litigating Subdivision client of all Fee Entitlements (other than under State Back- Stop Agreements) arising out of or related to any or all Qualifying Representations of any Participating Litigating Subdivision prior to applying for attorneys' fees from the Attorney Fee Fund or costs from the Cost Funds. All applications for attorneys' fees or costs under this Fee Agreement shall include an affirmation by the Attorney of such waiver and notice to the client(s) of such waiver. Such waiver shall not preclude the Attorney from submitting such Fee Entitlements to the Fee Panel as a factor for consideration in allocating payments from the Attorney Fee Fund or in connection with a State Back-Stop Agreement. For the avoidance of doubt, no Attorney may recover fees under this Fee Agreement unless the Attorney expressly agrees not to enforce Fee Entitlements as to each and every Participating Litigating Subdivision represented by that Attorney, but such Attorneys may participate in and receive funds from a State Back-Stop Agreement. b. The Attorney must represent that s/he has no present intent to represent or participate in the representation of any Later Litigating Subdivision or any Releasor with respect to Released Claims against Released Entities. C. The Attorney must represent that s/he has not and will not engage in any advertising or solicitation related to Released Claims against Released Entities where such advertising or solicitation relates to a representation that the Attorney could not undertake consistent with the ethics opinion referenced in Section II.I.4. R-12 d. The Attorney must represent s/he will not charge or accept any referral fees for any Released Claims brought against Released Entities by Later Litigating Subdivisions. For the avoidance of doubt, this representation shall not prohibit Attorneys from receiving allocated shares of any future common benefit assessments arising out of settlements or judgments with Later Litigating Subdivisions represented by other Attorneys that are the result of the MDL Court's Common Benefit order. e. The Attorney may not have and must represent that s/he does not have a Fee Entitlement related to a Later Litigating Subdivision. f. The Attorney must certify that s/he has reviewed the ethics opinion referenced in Section II.I.4 and will act in conformity with such opinion. g. The Attorney must fully disclose the participation, or the anticipation of participation, in any agreement with a Settling State or Participating Subdivision concerning fees arising out of or related to the Distributor Agreement, including any fees paid or anticipated to be paid or any State Back-Stop Agreement. h. The Attorney must identify for the Fee Panel whether s/he utilized state litigation work product or MDL work product, including but not limited to ARCOS data, document repositories, experts developed in the MDL, and deposition transcripts. The Attorney must identify whether s/he signed the MDL Participation Agreement, and for which case(s) it was signed. i. Any Attorney who applies for fees from one or both Funds must represent that, having exercised his/her independent judgment, s/he believes the Distributor Agreement to be fair and will make or has made best efforts to recommend the Distributor Agreement to his or her Subdivision clients in Settling States. For the avoidance of doubt, each Attorney is expected to exercise his or her independent judgment in the best interest of each client individually before determining whether to recommend joining the settlement. All applications for attorneys' fees or costs under this Section II shall include an affirmation by the Attorney in compliance with this Section II.G. 4. No Attorney receiving fees under this Fee Agreement may apply for or recover from the Attorney Fee Fund fees arising from representing a Non-Settling State or a Non-Participating Subdivision. All applications for attorneys' fees under this Section II shall include an affirmation by the Attorney of compliance with this Section II. 5. An Attorney who has filed an application under this Section II and received an award of attorneys' fees shall provide a certification of compliance this Fee Agreement annually during the years upon which they are still entitled to receive attorneys' fee payments. 6. If, at any time, the Attorney is unable to make the representations set forth in this Section ILG.3, such representations become untrue, or the Attorney falsely R-13 represents compliance with the eligibility criteria, the Attorney shall cease to be eligible to receive funds from the Attorney Fee Fund until further review by the Fee Panel of the Attorney's eligibility under and compliance with this Section II. 7. If an Attorney has a Fee Entitlement from a Later Litigating Subdivision or otherwise becomes unable to reaffirm compliance with the eligibility criteria set forth above, the Attorney shall notify Settling Distributors and the Fee Panel. For the avoidance of doubt, any Attorney who undertakes any new representation of, or has a Fee Entitlement to, a Later Litigating Subdivision shall be prohibited from receiving any future funds from the Attorney Fee Fund. If an Attorney fails to notify Settling Distributors and the Fee Panel of such Fee Entitlement to a Later Litigating Subdivision, the Attorney shall be required to refund amounts previously paid. 8. In the event that an Attorney is deemed ineligible by the Fee Panel (whether based on its initial application or subsequent recertification), the Fee Panel shall provide notice to the Attorney and give the Attorney 30 days to provide additional information such that the Fee Panel could reconsider the Attorney's eligibility. 9. To the extent that an Attorney has a Fee Entitlement with a Participating Subdivision and is authorized to bring Released Claims against Released Entities, but such authorization is, in scope, less broad than the category of Released Claims set forth in the Distributor Agreement, such Attorney may participate fully in both the Contingency Fee Fund and the Common Benefit Fund, without any reduction imposed by the Fee Panel due to the scope of the authorization, so long as the Participating Subdivision fully releases all Released Claims against Released Entities. 10. Attorneys applying to the Attorney Fee Fund knowingly and expressly agree to be bound by the decisions of the Fee Panel, subject to the limited appeal rights set forth in this Fee Agreement, and waive the ability to assert the lack of enforceability of the allocation reached through the arbitration procedures outlined herein. H. Calculation of Amounts Due. I. The Fee Panel shall be solely responsible for determining the amount of fees to be paid to each Attorney and each Participating Subdivision that applies under this Section II. None of the Released Entities shall have any responsibility, obligation, or liability of any kind whatsoever with respect to how attorneys' fees are calculated under this Section II, except that the Fee Panel may receive information from the Settling Distributors (a) as to the identity of Participating,Non-Participating, Litigating, Later Litigating, and Non-Litigating Subdivisions; (b) the impact of non-participation by a Litigating Subdivision as is relevant to the Fee Panel's determination in Section ILC.4; and (c) such other information as Settling Distributors may voluntarily elect to provide. 2. The Fee Panel shall establish procedures for the arbitration process consistent with this Fee Agreement and orders of the MDL Court. Such procedures may include submission of documentary and/or other evidence, interviews with applicants and/or other counsel (including counsel for Settling Distributors) that the Fee Panel R-14 deems appropriate, and/or other means of creating a record upon which fee awards will be based. 3. In making determinations under this Fee Agreement, the Fee Panel must apply the eligibility criteria set forth in Section II.G of this Fee Agreement and the criteria set forth in Section II. In addition, the Fee Panel will give consideration in regard to Common Benefit awards to the Johnson factors, as well as the following factors (which factors may be applied and given relative weight in the Fee Panel's discretion): a. The Attorney's contemporaneously recorded time and labor dedicated to Qualifying Representations along with the Attorney's financial commitment to such Qualifying Representations. Claimed"time" will not be automatically accepted by the Fee Panel but will be critically reviewed and given substantially more weight and consideration if such time was subject to the audit process described in any Pretrial Order(s) governing the collection of common benefit time; b. The novelty, time, and complexity of the Qualifying Representations; C. The skill requisite to perform legal services properly and undesirability of the case; d. The preclusion of other employment by the Attorney due to time dedicated to Qualifying Representations; e. The"common benefit," if any alleged to have been conferred by the Attorney and whether such common benefit work product by that Attorney was used by others in parallel litigations against Released Entities whether within or outside the MDL, provided that for any Attorney claiming that s/he substantially benefited cases other than those in which s/he entered an appearance as counsel must substantiate such claims by proffering factual support, such as proper supporting affidavits or other documents as determined by the Fee Panel with input from Attorneys for Participating Litigating Subdivisions; £ Any "common detriment," as set forth in Section ILC.4. g. Any contingent fee agreements or other Fee Entitlement with Participating Subdivisions, enforcement of which, except for State Back-Stop Agreements, are waived in conjunction with the application, the nature and extent of any work for those Participating Subdivisions, whether such Participating Subdivisions actively litigated and, if so, the nature and procedural history of such case(s); h. The experience, reputation, and ability of the Attorney; i. Whether the Attorney's clients brought Released Claims against Released Entities; R-15 j. The status of discovery in cases primarily handled by the Attorney; k. The nature of any work by the Attorney on"bellwether" cases or cases that were similarly active in litigation; 1. Any pressure points successfully asserted by the Attorney in cases against Settling Distributors or any risk for Settling Distributors created by the Attorney in cases against them; M. Any risk for defendants created by applicants in cases against the Setting Distributors; n. Successful and unsuccessful motion practice in cases worked on by the Attorney; o. The date of filing of any cases filed by the Attorney; P. Obtaining consolidation of the litigation in the Attorney's jurisdiction; q. The number and population of entities represented by the Attorney and the fees that would have been awarded under extinguished contingent fee arrangements; r. Whether the Attorney's clients brought claims against the Settling Distributors; S. Whether the Attorney has had a leadership role in the litigation, whether in state or federal court; t. Whether the Attorney has had a leadership role in any negotiations aimed at resolving the litigation; U. Whether the Attorney's cases have survived motions to dismiss; V. The extent to which the Attorney contributed to the work product user for the common benefits of opioids litigants, including, without limitation, work on ARCOS data, Prescription Data Monitoring Programs, IQVIA data, depositions, document production and analysis experts, motions, briefs and pleadings, trial preparations, and trials; W. The extent to which litigation was done prior to and contributed to completion of settlement negotiations, as distinct from litigation that was done litigating after the announcement of the Distributor Agreement, such latter litigation both being of less value and potentially resulting a common detriment to the settlement process; and R-16 X. Any other factors that the Fee Panel finds to be appropriate to consider after input from applicants to the Attorney Fee Fund. 4. The Fee Panel shall develop procedures for receiving a single application, which may be updated or amended based on new information (such as participation by additional Litigating Subdivisions) from each Attorney seeking compensation from the Attorney Fee Fund, procedures shall not be inconsistent with this Fee Agreement. Any request for attorneys' fees not included on the single application or through the updating/amendment process designed by the Fee Panel shall be deemed waived. For purposes of transparency and to permit the Fee Panel to conduct its work, the application from each Attorney shall, at a minimum, require each Attorney to: a. Identify all Litigating Subdivisions for which s/he is seeking payment from the Attorney Fee Fund; b. Identify all Subdivisions in both Settling and Non-Settling States with respect to which s/he has a Fee Entitlement with respect to Relevant Claims against Released Entities, and identify all co-counsel in such cases; C. Identify which of those Subdivisions are Participating Subdivisions and which are not; d. Specify the specific fund or funds within the Attorney Fee Fund from which the Attorney is seeking compensation; e. Demonstrate his or her eligibility for compensation from the relevant sub funds within the Attorney Fee Fund pursuant to the criteria set forth for the relevant sub fund; and f. Identify any and all Fee Entitlements from representations of States, Tribal Nations, or other plaintiffs related to Released Claims against Released Entities or in opioids-related matters. Notwithstanding Sections II.H.4.a-f above, the Panel may consider a supplemental application if the Attorney shows good cause why circumstances exist that will lead to consideration for additional Common Benefit award. Examples would include, but are not limited to, an Attorney having Non-Participating Litigating Subdivision clients that subsequently become Participating Subdivisions, a Bar Date passes that increases participation or the Participation Tier or an Allocation Agreement is reached. 5. With respect to the Common Benefit Fund, the Fee Panel shall(subject to any applicable MDL Court Order): a. Review the applications of all Attorneys seeking compensation from the Common Benefit Fund, including determining eligibility for each Attorney as set forth in Section II.G. R-17 b. Reduce, on an annual basis, the Distributor's payment obligations, as set forth in Section ILC.6. The Panel shall inform the Settling Distributors and the MDL PEC of all such amounts and adjust the Settling Distributors' payment obligations accordingly. C. Using criteria set forth in Sections II.0 and II_G, allocate amounts from the Common Benefit Fund to eligible Attorneys, including payment amounts for each Payment Year. In making such allocations (regardless of the Participation Tier achieved), the Panel shall apply the principles set forth in Section II.C.4 and shall allocate any reduction in the payments of Settling Distributors specified in Section ILC.6 to the amounts paid to Attorneys with a Fee Entitlement to Litigating Subdivisions that are not Participating Subdivisions. 6. With respect to the Contingency Fee Fund, the Fee Panel shall: a. Review the applications of all Attorneys seeking compensation from the Litigating Subdivision Fee Fund, including determining eligibility for each Attorney as set forth in Section II.G. b. Apply the Mathematical Model in Exhibit A. C. Use such allocations to reduce payments, on an annual basis, the payment obligations of the Settling Distributors to the Attorney Fee Fund as set forth in Section ILD.4, and distributions therefrom, and inform the Settling Distributors and MDL PEC of all such adjustments. 7. To the extent that there is a dispute about the calculations of the Fee Panel related to the amounts that Settling Distributors are required to pay (including application of any reductions or offsets under this Fee Agreement), such disputes shall be presented to the Fee Panel and any disputed funds be paid into/held in escrow. The Fee Panel shall resolve such disputes expeditiously, with either Party having the right to seek review from the MDL Court. 8. For purposes of determination of fee or cost awards, allocations, reductions and possible reversions under this Fee Agreement, unless specified otherwise a Subdivision will be considered a Non-Participating Subdivision if it is not a Participating Subdivision as of the deadline for the application for the fee or cost award at issue (or, if the determination does not involve a specific application, the date on which the record for such determination closes). 9. In the event that the Fee Panel, through the use of the Mathematical Model set forth in Exhibit A, allocates funds from the Contingency Fee Fund for an Attorney based on a Qualifying Representation of a Participating Litigating Subdivision or allocates cost to such Participating Litigating Subdivision and that Subdivision is in a Settling State in which the Consent Judgment has not been approved, such funds shall be placed into escrow until the Consent Judgment is approved, after which time they shall be released. R-18 L Miscellaneous. 1. The costs associated with the Fee Panel prior to the Effective Date of this Fee Agreement shall be funded by Settling Distributors. The Fee Panel shall charge an hourly rate that has been previously approved by a federal or state court and shall provide a budget and a cap for such work prior to the Effective Date, which shall be approved by Settling Distributors and such approval shall not be unreasonably withheld. Settling Distributors shall receive a refund for any such payment of pre-Effective Date costs from interest that accrues on the monies in the Attorney Fee Fund(including interest that accrues during such time as the Attorney Fee Fund monies are in escrow prior to the Effective Date of the Distributor Agreement), up to the amount of such costs. Post- Effective Date, the cost of the Fee Panel shall be charged against the applicable Fee Fund based on allocation by the Fee Panel and shall not be otherwise funded by Settling Distributors. The costs associated with the Cost and Expense Fund Administrator shall be paid from funds in the MDL Expense Fund and the Litigating Subdivision Cost Fund and shall not be otherwise funded by Settling Distributors. 2. The MDL PEC will seek, and the Attorneys General for Settling States and the Settling Distributors will not oppose, a Common Benefit Fee Order requiring an assessment of 7.5% on the gross recovery(by judgment or settlement) of any Non- Participating Subdivision that is subject to the federal court jurisdiction, represented by a MDL PEC firm, represented by any Attorney receiving fees from the Common Benefit Fund, represented by any Attorney that signed a Participation Agreement or paid in a case otherwise under the jurisdiction of the MDL Court. 3. The MDL PEC shall provide to Settling Distributors information they have that identifies Attorneys who represent Litigating Subdivisions who are not Participating Subdivisions and who have an obligation to pay a common benefit assessment, either due to the MDL Court's orders or to having signed a Participation Agreement. 4. The MDL PEC shall retain ethics counsel of its choice to provide an opinion that addresses the compliance of its ethical obligations, as it relates to the Distributor Agreement. Such opinion shall address the issue of the potential conflict of interest for an Attorney that had represented a Participating Subdivision also representing a Later Litigating Subdivision as defined in the Distributor Agreement. This Section II.I shall be enforceable to the extent permitted by the equivalent to Rules 1.16 and 5.6 of the ABA Model Rules of Professional Conduct in the relevant jurisdictions. The opinion shall be provided to the Settling Distributors as soon as it is completed and, in any event, prior to July 31, 2021 and shall be disseminated to counsel eligible to apply to the Attorney Fee Fund within 30 days of the announcement of the Distributor Agreement. The MDL PEC represents that it will comply with this opinion until the Reference Date and thereafter if the Distributor Agreement proceeds. The cost of such expert work done prior to the Effective Date of the Distributor Agreement shall be funded by Settling Distributors. R-19 5. Participating Subdivisions agree to instruct their counsel to treat information, work product and expert materials as secret under Rule 1.6 of the ABA Model Rules of Professional Conduct. Accordingly, an Attorney shall not share information or work product with, or experts or materials to, non-participants (other than the Attorney's own current clients or their lawyers, consultants, experts or other representatives or agents). However, nothing herein shall prevent MDL Leadership or PEC Counsel from fulfilling their obligations in any MDL and the MDL Court Order. III. Miscellaneous. A. Termination. If the Distributor Agreement does not proceed past the Reference Date, whether because the Settling Distributors do not determine to proceed or for any other reason, this Fee Agreement shall be null and void, Settling Distributors shall have no obligation to make any payments under this Fee Agreement, and the Settling Distributors and the MDL PEC shall take such steps as are necessary to restore the status quo ante. B. A4DL Court Consideration. This Fee Agreement shall be attached as an exhibit to the Distributor Agreement. This Fee Agreement shall also be submitted jointly by the Settling Distributors and the MDL PEC to the MDL Court for approval pursuant to the motion that shall be attached, prior to the Preliminary Agreement Date of the Distributor Agreement, to this Fee Agreement as Exhibit B. 1. In the event that the MDL Court, through an order, makes any change to the amounts potentially to be paid by Settling Distributors under this Fee Agreement, makes any change to the Fee Panel's consideration of the factors set forth in Section II.C.4, or any other material change to the draft Order attached as part of Exhibit B or the terms of this Fee Agreement, the Settling Distributors and the MDL PEC shall meet and confer concerning such changes. 2. If the Settling Distributors and the MDL PEC are unable to reach agreement and revisions to this Fee Agreement in the event discussed in Section IILB.1, this Fee Agreement shall be null and void, Settling Distributors shall have no obligation to make any payments under this Fee Agreement, and the Settling Distributors and the MDL PEC shall take such steps as are necessary to restore the status quo ante. C. Amendment. Once the MDL Court has entered an order implementing this Fee Agreement, this Fee Agreement can only be amended by (1) written agreement of the Settling Distributors and the MDL PEC and (2) approval by the MDL Court. D. Jurisdiction and Enforcement. The MDL Court shall have exclusive and ongoing jurisdiction over the enforcement and implementation of this Fee Agreement as set forth herein. The MDL PEC shall be the Authorized Party to enforce this Fee Agreement, as to the payment obligations of the Settling Distributors as set forth in this Fee Agreement, and as to Attorneys making application to the Funds under this Fee Agreement. Solely for purposes of assessing or allocating common benefit fees, the MDL Court will continue to have jurisdiction over the work product developed in the MDL Court by and under the direction of the MDL PEC with respect to claims against the Settling Defendants, including data and documents, depositions, expert R-20 reports, briefs and pleadings; and the MDL Court's protective orders, management orders, and other decisions regarding such discovery and other work product, including but not limited to, conditions on its use, will continue in full force and effect. Nothing in this Section IIID authorizes the MDL Court to act contrary to this Fee Agreement or to share any of the work product, or provides the MDL Court with jurisdiction over the Distributor Agreement. R-21 EXHIBIT S Agreement on the State Outside Counsel Fee Fund 1. Creation of a State Outside Counsel Fee Fund. The Settling Distributors and the Settling States agree to the creation of a state outside counsel fee fund to pay reasonable attorneys' fees of Settling States which have retained outside counsel in connection with litigation against the Settling Distributors (such fund, the "State Outside Counsel Fee Fund'). 2. State Outside Counsel Fee Fund Administration. The State Outside Counsel Fee Fund shall be administered separately from the Common Benefit Fund, the Contingency Fee Fund, the State Cost Fund, and the MDL Expense Fund. A committee of Attorneys General shall oversee the State Outside Counsel Fee Fund (the "Fee Fund Committee"). The Fee Fund Committee shall initially consist of the following States: (a) Delaware; (b)Florida; (c) Georgia; (d) Indiana; (e) Michigan; (f) Ohio; and(g) Rhode Island. The Fee Fund Committee shall select a settlement fund administrator, who may or may not be different from the Settlement Fund Administrator(the "Fee Fund Administrator") and who shall administer the State Outside Counsel Fee Fund according to the guidelines and directives of the Fee Fund Committee. 3. State Outside Counsel Fee Eligibility. To receive any amount from the State Outside Counsel Fee Fund, an outside counsel to a Settling State must have filed and maintained an action in the name of a Settling State or its Attorney General against a Settling Distributor in a state or federal court as of June 1, 2021. No Settling State shall receive funds from both the State Outside Counsel Fee Fund and the Additional Restitution Amount as set forth in Section IX. 4. State Outside Counsel Fee Fund Amount. The Settling Distributors shall pay funds into the State Outside Counsel Fee Fund according to the schedule set forth below, subject to any suspensions, offsets, reductions, or adjustments provided for in the Agreement or described below: Payment Year 1 Payment Date $136,044,379 Payment Year 2 Payment Date $129,230,769 Payment Year 3 Payment Date $17,417,160 5. State Outside Counsel Fee Fund Availability and Calculation of Amount. a. The State Outside Counsel Fee Fund shall be available to compensate private outside counsel for Settling State Attorneys General for approved fees arising out of representation of the Settling State pursuant to the schedule developed by the Fee Fund Committee and provided to the Settling Distributors. b. Fees shall be calculated by adding two components: (a) a fixed amount consisting of fifty percent(50%) of the amount allocated to a Settling State pursuant to Exhibit F multiplied by 4.5%; and (b) a proportional percentage of the remaining fee due under that Settling State's contract assuming that fifty S-1 percent(50%) of the Settling State's recovery is allocable to a Settling State (rather than allocable to the Settling State's Participating Subdivisions) so that the fees of all Settling States (minus the fixed amount that would have been allocated to any Non-Settling States had they become Settling States) exhausts the State Outside Counsel Fee Fund. The proportional share percentage will be the same for each Settling State included in the State Outside Counsel Fee Fund. All amounts paid will be less any costs or fees of the Fee Fund Administrator. 6. Payment by the Fee Fund Administrator. a. If a Settling State's outside counsel agrees that the amount calculated in Paragraph 5 above either satisfies in full or exceeds the amounts owed to all such Settling State's outside counsel, then upon written notice waiving all entitlement to any additional fee, the Fee Fund Administrator shall pay that Settling State's outside counsel the amount that satisfies the Settling State's obligation in full and, in no event more than(i) such obligation or(ii) the amount pursuant to the calculation and any schedule created by the Fee Fund Committee. b. If a Settling State's outside counsel does not agree that the amount calculated in Paragraph 5 above either satisfies in full or exceeds the amounts owed by the Settling State, then the Settling State's share shall be placed in an interest- bearing escrow account(less reasonable expenses of the Fee Fund Administrator) and held unless and until the Settling State and its outside counsel agree in a signed writing to a resolution of the amount outstanding or there is a final judgment entered that is no longer appealable. c. Upon being provided a signed, written agreement or the final non-appealable judgment, the Fee Fund Administrator shall release monies from the State Outside Counsel Fee Fund in either the amount held by the Fee Fund Administrator, if the amount of the agreement or judgment is equal to or more than the amount held, or the amount indicated in the agreement or in the final judgment, if the amount in the agreement or judgment is less than the amount held. d. Nothing herein, including the amounts listed in paragraph 5 above, shall prevent a Settling State from arguing in any proceeding with its outside counsel that(i) its recovery was less than fifty percent(50%) of the recovery in the Settlement Agreement down to and including fifteen percent(15%) of the total recovery; (ii) any payment should be discounted by an appropriate discount rate commensurate to the risk of the Settlement Agreement and the timeline that the Settling State is receiving its payments; (iii) the settlement amount should be lower because the amount a Settling State receives was reduced because such Settling State's outside counsel failed to obtain joinder from a Settling State's Subdivision(s) that the outside counsel also S-2 represented; or(iv) any limitation placed by the Settling Distributors bars payment of a higher fee to outside counsel. e. In the event the amount due to the Settling State's outside counsel from an escrow account is less than the total amount of funds escrowed on the account of the Settling State, the balance shall be paid to the Settling State. In no event, other than a State becoming a Non-Settling State, shall funds revert to a Settling Distributor. f. Amounts owed by Settling Distributors to the State Outside Counsel Fee Fund shall be reduced and/or credited to Settling Distributors by amounts allocated on the above-mentioned schedule for outside counsel in Non-Settling States. 7. Reversion or Reduction of Amounts owed to Non-Settling States. Amounts owed by Settling Distributors to the State Outside Counsel Fee Fund shall be reduced proportionally across payments owed by the Settling Distributors by amounts allocated to the fixed amount on the below schedule for outside counsel in the event that a listed State becomes a Non-Settling State. In the event the Fee Fund Administrator receives part or all of the fixed amount due to a Non-Settling State from a Settling Distributor, the Fee Fund Administrator shall return the amount allocable to that Non-Settling State's fixed amount to the Settling Distributor. State Distributor Distributor State Share Contract Full Contract Fixed Amount Allocation Payment Amount Rate Amount Alabama 1.6419% $312,711,699.09 $156,355,849.55 TIPAC $18,002,073.51 $7,036,013.23 Alaska 0.2585% $49,223,759.07 $23,611,879.53 20% $4,922,375.91 $1,107,534.58 Arkansas 0.9663% $184,044,819.65 $92,022,409.82 TIPAC $7,997,175.45 $4,141,008.44 Delaware 0.49% $93,322,747.66 $46,661,373.83 21% $9,798,888.50 $2,099,761.82 Florida 7.0259% $1,338,112,237.57 $669,056,118.79 TIPAC $36,952,805.94 $30,107,525.35 Georgia 2.7882% $531,024,939.66 $265,512,469.83 8% $21,240,997.59 $11,948,061.14 Hawaii 0.3418% $65,103,946.38 $32,551,973.19 17% $5,533,835.44 $1,464,838.79 Idaho 0.5254% $100,070,766.60 $50,035,383.30 10% $5,003,538.33 $2,251,592.25 Indiana 2.2169% $422,215,856.62 $211,107,928.31 TIPAC $14,055,396.42 $9,499,856.77 Kentucky 2.093% $398,614,767.86 $199,307,383.93 TIPAC $11,920,488.63 $8,968,832.28 Michigan 3.402% $647,928,460.07 $323,964,230.04 12% $38,875,707.60 $14,578,390.35 Mississippi 0.8899% $169,482,650.39 $84,741,325.19 TIPAC $7,653,457.02 $3,813,359.63 Montana 0.3422% $65,166,981.56 $32,583,490.78 20, 18,and $5,916,934.37 $1,466,257.09 15%by amount Nevada 1.2487% $237,815,036.99 $118,907,518.50 19% $22,592,428.52 $5,350,838.33 New 0.6259% $119,200,348.62 $59,600,174.31 27% 16,092,047.06 $2,682,007.84 Hampshire New Mexico 0.8557% $162,975,902.53 $81,487,951.27 24% $19,557,108.30 $3,666,957.81 Ohio 4.3567% $829,751,250.63 $414,875,625.32 TIPAC $24,243,781.27 $18,669,403.14 Oklahoma 1.5832% $301,519,407.96 $150,759,703.98 25% $37,689,926.00 $6,784,186.68 Puerto Rico 0.7263% $138,330,459.13 $69,165,229.57 25% $17,291,307.39 $3,112,435.33 Rhode Island 0.4896% $93,239,095.60 $46,619,547.80 17% $7,925,323.13 $2,097,879.65 South 1.5835% $301,577,078.44 $150,788,539.22 TIPAC $21,578,922.89 $6,785,484.26 Carolina South Dakota 0.217% $41,327,454.40 $20,663,727.20 12% $2,479,647.26 $929,867.72 S-3 Utah 1.1889% $226,438,902.67 $113,219,451.34 TIPAC $2,714,389.03 $2,714,389.03 Modified by K Vermont 0.2844% $54,169,670.90 $27,084,835.45 TIPAC $4,958,483.55 $1,218,817.60 Washington 2.3189% $441,644,189.13 $220,822,094.57 Statute $10,900,000 $9,936,994.26 S-4 EXHIBIT T Agreement on the State Cost Fund Administration 1. Creation of a State Cost Fund. The Settling Distributors and the Settling States agree to the creation of a state cost fund to pay litigation costs and expenses associated with litigation and investigation related to the opioid litigation (such fund, the "State Cost Fund'). The State Cost Fund shall be administered separately from the Common Benefit Fund, the Contingency Fee Fund, the State Counsel Fee Fund, and the MDL Expense Fund. 2. State Cost Fund Amount and to Whom Owed. On the Payment Date of Payment Year 1, the Settling Distributors shall pay into the State Cost Fund $56,538,461.00 (the "State Cost Fund Amount"). No funds may be released from the State Cost Fund to Non-Settling States. 3. State Cost Fund Committee. A committee of Attorneys General or their designated representatives (such committee, the"State Cost Fund Committee") shall oversee the State Cost Fund. The committee shall initially consist of the following States: (a) Delaware; (b) Florida; (c) Georgia; (d)New York; (e)North Carolina; (f) Ohio; (g) Tennessee; and(h) Texas. The Attorneys General may by majority vote add or change the composition of the State Cost Fund Committee, including replacing any above State, if that State is not a Settling State. 4. State Cost Fund Administrator. The State Cost Fund Committee shall select an administrator(the "State Cost Fund Administrator"). The State Cost Fund Administrator may or may not be different from the Settlement Fund Administrator. The State Cost Fund Administrator shall administer the State Cost Fund and direct payments to Settling States. 5. State Cost Fund Guidelines. Monies in the State Cost Fund shall be released without any delay to reimburse Settling States for documented costs incurred or paid in connection with litigation and investigation related to the opioid litigation. In allocating the State Cost Fund, no funds shall be allocated for costs incurred after July 21, 2021. The State Cost Fund Committee shall establish guidelines for the submission and approval of expenses eligible for reimbursement from the State Cost Fund. The State Cost Fund Administrator shall, in accordance with such guidelines, receive from Settling States records sufficient to demonstrate the incurrence and payment of each expense attributable to litigation or investigation related to the opioid litigation, including any outstanding National Association of Attorneys General grant. 6. State Cost Fund Payment Priorities and Residual. To the extent the aggregate eligible submissions of costs and expenses from Settling States exceed the State Cost Fund Amount, payments to Settling States shall be paid in the order described in this section until the State Cost Fund is exhausted. If the State Cost Fund is unable to fully pay costs at any of the following levels, then Settling States with costs at that level shall be paid on a proportional basis. All expenses with a lesser priority from the level where the State Cost Fund is exhausted will not be reimbursed from the State Cost Fund. Costs shall be paid in the following order of priority: T-1 (a) the reasonable costs of the State Cost Fund Administrator, if any; (b) repayment of the National Association of Attorneys General grants connected to opioid litigation; (c) costs incurred or paid by outside counsel for a Settling State litigating against the Settling Distributors apart from any fee owed; (d) litigation-related costs attributable to the Settling Distributors incurred or paid by a Settling State litigating against the Settling Distributors; and (e)pre-suit investigation-related costs attributable to the Settling Distributors incurred or paid by either a Settling State outside counsel (not including any amount of fees or any costs which have already been reimbursed pursuant to clause (c), above) or a Settling State investigating the Settling Distributors. If the State Cost Fund has additional monies after payment of the State Cost Fund Administrator's and all Settling States' submitted costs, then the remaining funds will be provided to the National Association of Attorneys General to be placed in the Financial Services Fund for the purpose of funding grants for consumer protection- or healthcare-related enforcement or training activities. In determining what costs are attributable to the Settling Distributors, the State Fund Committee shall develop a guideline that ensures that all Settling States are treated equitably. T-2 EXHIBIT U ABC IRS Form 1098-F 0303 F1 VOID F1 CORRECTED FILER'S name,street address,city or town,state or province,country,ZIP or 1 Total amount required to be OMB No.1545-2284 foreign postal code,and telephone no. paid [APPROPRIATE OFFICIAL] Form 1098-F [DESIGNATED STATE] $6,379,375,013.53 Fines, Penalties,and [ADDRESS] 2 Restitution/remediation (Rev.December 2019) Other Amounts amount For calendar year $5,839,378,859.97 2021 FILER'S TIN PAYER'S TIN 3 Compliance amount 4 Date of order/agreement Copy A XX-XXXXXXX 23-3079390 $ -MJ2021 For PAYER'S name 5Jurisdiction v,S.N,tInternal Revenue AmerisourceBergen Corporation Service Center Settling Stales(tech asdetvted in avch agreement),dated as of l] 6 Case number N..mzMD 2soaantithe....-uflkd.nde,the sealement File with Form 1096. Agreement entered int.by the-A gDist6i —end Settling states(each as defined insuck, Street address(including apt.no.) ag.eemeno,aateaaenr0. For Privacy Act and I West First Avenue 7 Name or description of matter/suit/agreement Paperwork Reduction City or town,state or province,country,and ZIP or foreign postal code National Prescription Opiate Litigation Act Notice,see the Conshohocken,PA 19428 current General 8 Code Instructions for A,B,I Certain Information Returns. Form 1098-F(Rev.12-2019) Cat.No.713826 www-irs.gov/FOYm1098F Department of the Treasury-Internal Revenue Service Do Not Cut or Separate Forms on This Page — Do Not Cut or Separate Forms on This Page U-1 EXHIBIT V Cardinal IRS Form 1098-F 0303 Fj VOID Lj CORRECTED FILER'S name,street address,city or town,state or province,country,ZIP or 1 Total amount required to be OMB No.1545-2284 foreign postal code,and telephone no. paid /gyp8 [APPROPRIATE OFFICIAL] $ 6.358.796.384.46 Form 109 —F Fines, Penalties,and [DESIGNATED STATE] [ADDRESS] 2 Restitution/remediation (Rev.December 2019) Other Amounts amount For calendar year 5,820,542,153.63 2021 FILER'S TIN PAYER'S TIN 3 Compliance amount 4 Date of order/agreement Copy A XX-XXXXXXX 31-0958666 XX/XX/2021 For PAYER'S name Slurisdiction U.S.bstrictfourtfor the Northem brtnaof Ohb andjunsdiaons of Internal Revenue other rases nettled,nderthe Settlement Hgreementemered in to by the Settling Service Center Cardinal Health,Inc.and consolidated subsidiaries DistributorsaMsettli crates(eacnasdefinedins,cnareement),datedasof[I O Case number No.1:9-MD-2804 and other cases settled under the File with Forth 1096. Settlement Agreement entered into by the Settling Distributors and Street address(including apt.no.) Sett States each as defined in such a.reemen,dated as of For Privacy Act and 7000 Cardinal Place 7 Name or description of matter/suit/agreement Paperwork Reduction City or town,state or province,country,and ZIP or foreign postal code National Prescription Opiate Litigation Act Notice,seethe current General Dublin,Ohio 43017 8 Code Instructions for A,B,I Certain Information Retums. Form 1098-F(Rev.12-2019) Cat.No.713826 www.irs.gov/Form1098F Department of the Treasury-Internal Revenue Service Do Not Cut or Separate Forms on This Page — Do Not Cut or Separate Forms on This Page V-1 EXHIBIT W McKesson IRS Form 1098-F 0303 F1 VOID 7 CORRECTED FILER'S name,street address,city or town,state or province,country,ZIP or 1 Total amount required to be OMB No.1545-2284 foreign postal code,and telephone no. paid [APPROPRIATE OFFICIAL] $ $7,840,457,678.30 Form 1098-F Fines, Penalties,and [DESIGNATED STATE] 2 Restitution/remediation (Rev.December 2019) Other Amounts [ADDRESS] amount For calendar year $7,176,784,986.2.3 2021 FILER'S TIN PAYER'S TIN 3 Compliance amount 4 Date of order/agreement Copy A xx-xxxxxxx xx-xxxxxxx $ xxrxxi2021 For PAYER'S name 5Jurisdiction U.S.District Court for the Northern District ofohio Internal Revenue and�u'sdict'on of ottyer cases sat�ettled nnde�the Setdeme, eacWase Service Center McKesson Corporation e e mto t�re Sett m �sts buts n Settling States(Ag er 6 Case number No.1:17-MD-2804 and other cases settled under th File with Form 1096. Settlement Agreement entered into by the Settlin Distributors and Street address(including apt.no.) Settlin States(each as detined in such a reementtl,dated as of[]. For Privacy Act and 6535 N.State Highway 161 7 Name or description of matter/suit/agreement Paperwork Reduction City or town,state or province,country,and ZIP or foreign postal code National Prescription Opiate Litigation, Act Notice,see the current General Irving,Tx 75039 8 Code Instructions for Certain Information A,B,I Returns. Form 1098-F(Rev.12-2019) Cat.No.713826 www-irs.gov/Forml098F Department of the Treasury-Internal Revenue Service Do Not Cut or Separate Forms on This Page — Do Not Cut or Separate Forms on This Page W-1 EXHIBIT X Severitv Factors State Severity Factor Alabama 108.5243% Alaska 107.8614% American Samoa 102.7639% Arizona 107.7129% Arkansas 103.2818% California 82.8688% Colorado 95.2263% Connecticut 121.0971% Delaware 155.5946% District of Columbia 88.3270% Florida 107.9604% Georgia 86.6675% Guam 96.8019% Hawaii 77.1051% Idaho 93.0570% Illinois 86.6318% Indiana 108.6768% Iowa 78.2056% Kansas 89.6374% Kentucky 150.0126% Louisiana 105.2878% Maine 132.7534% Maryland 115.2160% Massachusetts 110.3001% Michigan 112.4239% Minnesota 75.9148% Mississippi 96.7243% Missouri 107.8496% Montana 99.7815% N. Mariana Islands 100.2421% Nebraska 71.9045% Nevada 130.5519% New Hampshire 144.4997% New Jersey 102.3701% New Mexico 128.9295% New York 91.4472% X-1 North Carolina 102.2754% North Dakota 76.0864% Ohio 123.0063% Oklahoma 129.3047% Oregon 108.9094% Pennsylvania 118.2821% Puerto Rico 73.9803% Rhode Island 143.8802% South Carolina 99.6801% South Dakota 76.4482% Tennessee 129.9078% Texas 71.6286% Utah 119.5878% Vermont 140.2239% Virgin Islands 100.4396% Virginia 88.1611% Washington 100.5007% Wisconsin 99.6616% Wyoming 100.9659% X-2 JANSSEN SETTLEMENT AGREEMENT This settlement agreement dated as of July 21, 2021 (the "Agreement") sets forth the terms of settlement between and among the Settling States, Participating Subdivisions, and Janssen(as those terms are defined below). Upon satisfaction of the conditions set forth in Sections II and VIII, this Agreement will be binding on the Settling States, Janssen, and Participating Subdivisions. This Agreement will then be filed as part of Consent Judgments in the respective courts of each of the Settling States,pursuant to the terms set forth in Section VIII. I. Definitions Unless otherwise specified, the following definitions apply: 1. "Abatement Accounts Fund' means a component of the Settlement Fund described in subsection VI.E. 2. "Additional Restitution Amount" means the amount available to Settling States listed in Exhibit N of$67,307,692. 3. "Agreement" means this agreement as set forth above, inclusive of all exhibits. 4. "Alleged Harms" means the alleged past,present, and future financial, societal, and related expenditures arising out of the alleged misuse and abuse of opioid products, non-exclusive examples of which are described in the documents listed on Exhibit A, that have allegedly arisen as a result of the physical and bodily injuries sustained by individuals suffering from opioid-related addiction, abuse, death, and other related diseases and disorders, and that have allegedly been caused by Janssen. 5. "Allocation Statute" means a state law that governs allocation, distribution, and/or use of some or all of the Settlement Fund amounts allocated to that State and/or its Subdivisions. In addition to modifying the allocation, as set forth in subsection VLD.2, an Allocation Statute may, without limitation, contain a Statutory Trust, further restrict expenditure of funds, form an advisory committee, establish oversight and reporting requirements, or address other default provisions and other matters related to the funds. An Allocation Statute is not required to address all three (3)types of funds comprising the Settlement Fund or all default provisions. 6. "Annual Payment" means the total amount payable to the Settlement Fund by Janssen on the Payment Date each year in 2023 and onward, as calculated by the Settlement Fund Administrator pursuant to Section V. For the avoidance of doubt, this term does not include the Additional Restitution Amount or amounts paid pursuant to Section XI. 7. "Appropriate Official" means the official defined in subsection XIII.E. 1 8. "Attorney Fee Fund' means an account consisting of funds allocated to pay attorneys' fees and costs pursuant to the agreement on attorneys' fees and costs attached as Exhibit R. 9. `Bar" means either(1) a ruling by the highest court of the State or the intermediate court of appeals when not subject to further review by the highest court of the State in a State with a single intermediate court of appeals setting forth the general principle that no Subdivisions or Special Districts in the State may maintain Released Claims against Released Entities, whether on the ground of the Agreement(or the release in it) or otherwise; (2) a law barring Subdivisions and Special Districts in the State from maintaining or asserting Released Claims against Released Entities (either through a direct bar or through a grant of authority to release claims and that authority is exercised in full); or(3) a Settlement Class Resolution in the State with full force and effect. For the avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from payments by Janssen incurred under the Agreement) shall not constitute a Bar. 10. "Case-Specific Resolution" means either(1) a law barring specified Subdivisions or Special Districts from maintaining Released Claims against Released Entities (either through a direct bar or through a grant of authority to release claims and that authority is exercised in full); (2) a ruling by a court of competent jurisdiction over a particular Subdivision or Special District that has the legal effect of barring the Subdivision or Special District from maintaining any Released Claims at issue against Released Entities, whether on the ground of the Agreement (or the release in it) or otherwise; or (3) in the case of a Special District, a release consistent with Section IV below. For the avoidance of doubt, a law, ruling, or release that is conditioned or predicated upon a post-Effective Date payment by a Released Entity (apart from payments by Janssen incurred under the Agreement or injunctive relief obligations incurred by it) shall not constitute a Case-Specific Resolution. 11. "Claim" means any past, present or future cause of action, claim for relief, cross- claim or counterclaim, theory of liability, demand, derivative claim, request, assessment, charge, covenant, damage, debt, lien, loss, penalty,judgment, right, obligation, dispute, suit, contract, controversy, agreement, parens patriae claim, promise, performance, warranty, omission, or grievance of any nature whatsoever, whether legal, equitable, statutory, regulatory or administrative, whether arising under federal, state or local common law, statute, regulation, guidance, ordinance or principles of equity, whether filed or unfiled, whether asserted or unasserted, whether known or unknown, whether accrued or unaccrued, whether foreseen, unforeseen or unforeseeable, whether discovered or undiscovered, whether suspected or unsuspected, whether fixed or contingent, and whether existing or hereafter arising, in all such cases, including but not limited to any request for declaratory, injunctive, or equitable relief, compensatory, punitive, or statutory damages, absolute liability, strict liability, restitution, subrogation, contribution, indemnity, apportionment, disgorgement, reimbursement, attorney fees, expert 2 fees, consultant fees, fines, penalties, expenses, costs or any other legal, equitable, civil, administrative, or regulatory remedy whatsoever. 12. "Claim Over" means a Claim asserted by a Non-Released Entity against a Released Entity on the basis of contribution, indemnity, or other claim-over on any theory relating to a Non-Parry Covered Conduct Claim asserted by a Releasor. 13. "Compensatory Restitution Amount" means the aggregate amount of payments by Janssen hereunder other than amounts paid as attorneys' fees and costs or identified pursuant to subsection VLB.2 as being used to pay attorneys' fees and investigation costs or litigation costs. 14. "Consent Judgment" means a state-specific consent judgment in a form to be agreed upon by the Settling States, Participating Subdivisions, and Janssen prior to the Initial Participation Date that, among other things, (1) approves this Agreement and (2) provides for the release set forth in Section IV, including the dismissal with prejudice of any Released Claims that the Settling State has brought against Released Entities. 15. "Court" means the respective court for each Settling State to which the Agreement and the Consent Judgment are presented for approval and/or entry as to that Settling State, or the Northern District of Ohio for purposes of administering the Attorney Fee Fund and any related fee and cost agreements. 16. "Covered Conduct" means any actual or alleged act, failure to act, negligence, statement, error, omission, breach of any duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity of any kind whatsoever from the beginning of time through the Reference Date (and any past, present, or future consequence of any such act, failure to act, negligence, statement, error, omission, breach of duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity)relating in any way to (a) the discovery, development, manufacture, packaging, repackaging, marketing, promotion, advertising, labeling, recall, withdrawal, distribution, delivery, monitoring, reporting, supply, sale, prescribing, dispensing, physical security, warehousing, use or abuse of, or operating procedures relating to any Product, or any system, plan, policy, or advocacy relating to any Product or class of Products, including but not limited to any unbranded promotion, marketing, programs, or campaigns relating to any Product or class of Products; (b) the characteristics, properties, risks, or benefits of any Product; (c) the reporting, disclosure, non- reporting or non-disclosure to federal, state or other regulators of orders for any Product placed with any Released Entity; (d) the selective breeding, harvesting, extracting, purifying, exporting, importing, applying for quota for, procuring quota for, handling, promoting, manufacturing, processing, packaging, supplying, distributing, converting, or selling of, or otherwise engaging in any activity relating to, precursor or component Products, including but not limited to natural, synthetic, semi-synthetic or chemical raw materials, starting materials, finished 3 active pharmaceutical ingredients, drug substances, or any related intermediate Products; or (e) diversion control programs or suspicious order monitoring related to any Product. 17. "Designated State" means New York. 18. "Effective Date" means the date sixty (60) days after the Reference Date. 19. "Enforcement Committee" means a committee consisting of representatives of the Settling States and of the Participating Subdivisions. Exhibit B contains the organizational bylaws of the Enforcement Committee. Notice pursuant to subsection XIII.O shall be provided when there are changes in membership or contact information. 20. "Global Settlement Abatement Amount" means the abatement amount of $4,534,615,385. 21. "Global Settlement Amount" means $5 billion, which shall be divided into the Global Settlement Abatement Amount, the Additional Restitution Amount, and the Global Settlement Attorney Fee Amount. 22. "Global Settlement Attorney Fee Amount" means the attorney fee amount of $398,076,923. 23. "Incentive A" means the incentive payment described in subsection V.E.4. 24. "Incentive B" means the incentive payment described in subsection V.E.S. 25. "Incentive C" means the incentive payment described in subsection V.E.6. 26. "Incentive D" means the incentive payment described in subsection V.E.7. 27. "Incentive Payment Final Eligibility Date" means, with respect to a Settling State, the date that is the earliest of(1) three years after the Effective Date; (2) the date of completion of opening statements in a trial of any action brought by a Subdivision in that State that includes a Released Claim against a Released Entity when such date is more than two (2)years after the Effective Date; or(3) two (2) years after the Effective Date in the event a trial of an action brought by a Subdivision in that State that includes a Released Claim against a Released Entity began after the Initial Participation Date but before two (2)years after the Effective Date. 28. "Initial Participating Subdivision" means a Subdivision that meets the requirements set forth in subsection VILD. 29. "Initial Participation Date" means the date one hundred twenty (120) days after the Preliminary Agreement Date, unless it is extended by written agreement of Janssen and the Enforcement Committee. 4 30. "Initial Year Payment" means the total amount payable to the Settlement Fund by Janssen on each of the two Payment Dates in 2022, as calculated by the Settlement Fund Administrator pursuant to Section V. For the avoidance of doubt, this term does not include the Additional Restitution Amount or amounts paid pursuant to Section XI. 31. "Injunctive Relief Terms" means the terms described in Section III and set forth in Exhibit P. 32. "Janssen" means Johnson &Johnson, Janssen Pharmaceuticals, Inc., Ortho- McNeil-Janssen Pharmaceuticals, Inc., and Janssen Pharmaceutica, Inc. 33. "Later Litigating Special District" means a Special District(or Special District official asserting the right of or for the Special District to recover for alleged harms to the Special District and/or the people thereof) that is not a Litigating Special District and that files a lawsuit bringing a Released Claim against a Released Entity, or that adds such a claim to a pre-existing lawsuit, after the Preliminary Agreement Date. It may also include a Litigating Special District whose claims were resolved by a judicial Bar or Case-Specific Resolution which is later revoked following the execution date of this Agreement, when such Litigating Special District takes any affirmative step in its lawsuit other than seeking a stay or removal. 34. "Later Litigating Subdivision" means a Subdivision (or Subdivision official asserting the right of or for the Subdivision to recover for alleged harms to the Subdivision and/or the people thereof) that is not a Litigating Subdivision and that files a lawsuit bringing a Released Claim against a Released Entity, or that adds such a claim to a pre-existing lawsuit, after the Trigger Date. It may also include a Litigating Subdivision whose claims were resolved by a judicial Bar or Case- Specific Resolution which is later revoked following the execution date of this Agreement, when such Litigating Subdivision takes any affirmative step in its lawsuit other than seeking a stay or removal. 35. "Later Participating Subdivision" means a Participating Subdivision that meets the requirements of subsection VILE but is not an Initial Participating Subdivision. 36. "Litigating Special District" means a Special District(or Special District official) that brought any Released Claims against any Released Entities on or before the Preliminary Agreement Date that were not separately resolved prior to that date. A list of Litigating Special Districts will be agreed to by the parties and attached hereto as of the Preliminary Agreement Date. 37. "Litigating Subdivision" means a Subdivision (or Subdivision official asserting the right of or for the Subdivision to recover for alleged harms to the Subdivision and/or the people thereof) that brought any Released Claim against any Released Entity prior to the Trigger Date that were not separately resolved prior to that 5 Trigger Date. A Prior Litigating Subdivision shall not be considered a Litigating Subdivision. Exhibit C is an agreed list of the Litigating Subdivisions. Exhibit C will be updated (including with any corrections)periodically, and a final version of Exhibit C will be attached hereto as of the Reference Date. 38. "National Arbitration Panel" means the panel described in subsection XII.F. 39. "National Disputes" means the disputes described in subsection XILF. 40. "Non-Litigating Special District" means a Special District that is neither a Litigating Special District nor a Later Litigating Special District. 41. "Non-Litigating Subdivision" means a Subdivision that is neither a Litigating Subdivision nor a Later Litigating Subdivision. 42. "Non-Participating Subdivision" means a Subdivision that is not a Participating Subdivision. 43. "Non-Party Covered Conduct Claim" means a Claim against any Non-Released Entity involving, arising out of, or related to Covered Conduct(or conduct that would be Covered Conduct if engaged in by a Released Entity). 44. "Non-Party Settlement" means a settlement by any Releasor that settles any Non- Parry Covered Conduct Claim and includes a release of any Non-Released Entity. 45. "Non-Released Entity" means an entity that is not a Released Entity. 46. "Non-Settling State" means a State that is not a Settling State. 47. "Opioid Remediation" means care, treatment, and other programs and expenditures (including reimbursement for past such programs or expenditures except where this Agreement restricts the use of funds solely to future Opioid Remediation) designed to (1) address the misuse and abuse of opioid products, (2) treat or mitigate opioid use or related disorders, or(3) mitigate other alleged effects of the opioid abuse crisis, including on those injured as a result of the opioid abuse crisis. Exhibit E provides a non-exhaustive list of expenditures that qualify as being paid for Opioid Remediation. Qualifying expenditures may include reasonable related administrative expenses. 48. "Overall Allocation Percentage" means a Settling State's percentage as set forth in Exhibit F. The aggregate Overall Allocation Percentages of all States (including Settling States and Non-Settling States) shall equal 100%. 49. "Participating Special District" means a Special District that executes a release consistent with Section IV below and meets the requirements for becoming a Participating Special District under Section VII. 6 50. "Participating Subdivision" means a Subdivision that meets the requirements for becoming a Participating Subdivision under Section VII. Participating Subdivisions include both Initial Participating Subdivisions and Later Participating Subdivisions. Subdivisions eligible to become Participating Subdivisions are listed in Exhibit G. A Settling State may add additional Subdivisions to Exhibit G at any time prior to the Initial Participation Date. 51. "Participation Tier" means the level of participation in this Agreement as determined pursuant to subsection VIII.0 using the criteria set forth in Exhibit H. 52. "Parties" means Janssen and the Settling States (each, a"Party"). 53. "Payment Date" means the date on which Janssen makes its payments pursuant to Section V and Exhibit M. 54. "Payment Year" means the calendar year during which the applicable Initial Year Payments or Annual Payments are due pursuant to subsection V.B. Payment Year 1 is 2022, Payment Year 2 is 2023 and so forth. References to payment"for a Payment Year" mean the Initial Year Payments or Annual Payment due during that year. References to eligibility "for a Payment Year" mean eligibility in connection with the Initial Year Payments or Annual Payment due during that year. 55. "Preliminary Agreement Date" means the date on which Janssen gives notice to the Settling States and MDL PEC of its determination that a sufficient number of States have agreed to be Settling States. This date shall be no more than fourteen (14) days after the end of the notice period to States, unless it is extended by written agreement of Janssen and the Enforcement Committee. 56. "Primary Subdivision" means a Subdivision that has a population of 30,000 or more. A list of Primary Subdivisions in each State is provided in Exhibit I. 57. "Prior Litigating Subdivision" means a Subdivision (or Subdivision official asserting the right of or for the Subdivision to recover for alleged harms to the Subdivision and/or the people thereof) that brought any Released Claim against any Released Entity prior to the Trigger Date and all such Released Claims were separately settled or finally adjudicated prior to the Trigger Date;provided, however, that if the final adjudication was pursuant to a Bar, such Subdivision shall not be considered a Prior Litigating Subdivision. Notwithstanding the prior sentence, Janssen and the State of the relevant Subdivision may agree in writing that such Subdivision shall not be considered a Prior Litigating Subdivision. 58. "Product" means any chemical substance, whether used for medicinal or non- medicinal purposes, and whether natural, synthetic, or semi-synthetic, or any finished pharmaceutical product made from or with such substance, that is an opioid or opiate, as well as any product containing any such substance. It also includes: 1) the following when used in combination with opioids or opiates: benzodiazepine, carisoprodol, zolpidem, or gabapentin; and 2) a combination or 7 "cocktail" of any stimulant or other chemical substance prescribed, sold, bought, or dispensed to be used together that includes opioids or opiates. For the avoidance of doubt, "Product" does not include benzodiazepine, carisoprodol, zolpidem, or gabapentin when not used in combination with opioids or opiates. "Product" includes but is not limited to any substance consisting of or containing buprenorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine, methadone, morphine, naloxone, naltrexone, oxycodone, oxymorphone, tapentadol, tramadol, opium, heroin, carfentanil, any variant of these substances, or any similar substance. "Product" also includes any natural, synthetic, semi- synthetic or chemical raw materials, starting materials, finished active pharmaceutical ingredients, drug substances, and any related intermediate products used or created in the manufacturing process for any of the substances described in the preceding sentence. 59. "Reference Date" means the date on which Janssen is to inform the Settling States and MDL PEC of its determination whether there is sufficient resolution of claims and potential claims at the Subdivision level to go forward with the settlement. The Reference Date shall be thirty (30) days after the Initial Participation Date, unless it is extended by written agreement of Janssen and the Enforcement Committee. 60. "Released Claims" means any and all Claims that directly or indirectly are based on, arise out of, or in any way relate to or concern the Covered Conduct occurring prior to the Reference Date. Without limiting the foregoing, "Released Claims" include any Claims that have been asserted against the Released Entities by any Settling State or any of its Litigating Subdivisions or Litigating Special Districts in any federal, state or local action or proceeding (whether judicial, arbitral, or administrative)based on, arising out of or relating to, in whole or in part, the Covered Conduct, or any such Claims that could be or could have been asserted now or in the future in those actions or in any comparable action or proceeding brought by a State, any of its Subdivisions or Special Districts, or any Releasors (whether or not such State, Subdivision, Special District, or Releasor has brought such action or proceeding). Released Claims also include all Claims asserted in any proceeding to be dismissed pursuant to the Agreement, whether or not such claims relate to Covered Conduct. The Parties intend that"Released Claims" be interpreted broadly. This Agreement does not release Claims by private individuals. It is the intent of the Parties that Claims by private individuals be treated in accordance with applicable law. Released Claims is also used herein to describe Claims brought by a Later Litigating Subdivision or other non-party Subdivision or Special District that would have been Released Claims if they had been brought by a Releasor against a Released Entity. 61. "Released Entities" means Janssen and (1) all of Janssen's past and present direct or indirect parents, subsidiaries, divisions, predecessors, successors, assigns, including Noramco, Inc. and Tasmanian Alkaloids PTY. LTD.; (2)the past and present direct or indirect subsidiaries, divisions, and joint ventures, of any of the foregoing; (3) all of Janssen's insurers (solely in their role as insurers with respect 8 to the Released Claims); (4) all of Janssen's, or of any entity described in subsection (1), past and present joint ventures; and (5) the respective past and present officers, directors, members, shareholders (solely in their capacity as shareholders of the foregoing entities), partners, trustees, agents, and employees of any of the foregoing (for actions that occurred during and related to their work for, or employment with, Janssen). Any person or entity described in subsections (3)-(5) shall be a Released Entity solely in the capacity described in such clause and shall not be a Released Entity with respect to its conduct in any other capacity. For the avoidance of doubt, the entities listed in Exhibit Q are not Released Entities; and provided further that any joint venture partner of Janssen or Janssen's subsidiary is not a Released Entity unless it falls within subsections (1)-(5) above. A list of Janssen's present subsidiaries and affiliates can be found at https://johnsonandjohnson.gcs-web.com/static-files/f6lae5f3-ffo3-46cl-bfc9- 174947884db2. Janssen's predecessor entities include but are not limited to those entities listed on Exhibit J. For the avoidance of doubt, any entity acquired, or joint venture entered into, by Janssen after the Reference Date is not a Released Entity. 62. "Releasors" means (1) each Settling State; (2) each Participating Subdivision; and (3)without limitation and to the maximum extent of the power of each Settling State's Attorney General and/or Participating Subdivision to release Claims, (a) the Settling State's and Participating Subdivision's departments, agencies, divisions, boards, commissions, Subdivisions, districts, instrumentalities of any kind and attorneys, including its Attorney General, and any person in their official capacity whether elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, (b) any public entities, public instrumentalities, public educational institutions, unincorporated districts, fire districts, irrigation districts, water districts, law enforcement districts, emergency services districts, school districts, hospital districts and other Special Districts in a Settling State, and (c) any person or entity acting in a parens patriae, sovereign, quasi-sovereign, private attorney general, qui tam, taxpayer, or other capacity seeking relief on behalf of or generally applicable to the general public with respect to a Settling State or Subdivision in a Settling State, whether or not any of them participate in the Agreement. The inclusion of a specific reference to a type of entity in this definition shall not be construed as meaning that the entity is not a Subdivision. In addition to being a Releasor as provided herein, a Participating Subdivision shall also provide the Subdivision Settlement Participation Form or the Election and Release Form referenced in Section VII providing for a release to the fullest extent of the Participating Subdivision's authority, which shall be attached as an exhibit to the Agreement. Each Settling State's Attorney General represents that he or she has or has obtained (or will obtain no later than the Initial Participation Date) the authority set forth in the Representation and Warranty subsection of Section IV. 63. "Revocation Event" means with respect to a Bar, Settlement Class Resolution, or Case-Specific Resolution, a legislative amendment or a revocation, rescission, reversal, overruling, or interpretation that in any way limits the effect of such Bar, 9 Settlement Class Resolution, or Case-Specific Resolution on Released Claims or any other action or event that otherwise deprives the Bar, Settlement Class Resolution or Case-Specific Resolution of force or effect in any material respect. 64. "Settlement Class Resolution" means a class action resolution in a court of competent jurisdiction in a Settling State with respect to a class of Subdivisions and Special Districts in that State that(1) conforms with that Settling State's statutes, case law, and/or rules of procedure regarding class actions; (2) is approved and entered as an order of a court of competent jurisdiction in that State and has become final as defined in"State-Specific Finality"; (3) is binding on all Non-Participating Subdivisions and Special Districts in that State (other than opt outs as permitted under the next sentence); (4)provides that all such Non- Participating Subdivisions or Special Districts may not bring Released Claims against Released Entities, whether on the ground of the Agreement (or the releases herein) or otherwise; and (5) does not impose any costs or obligations on Janssen other than those provided for in the Agreement, or contain any provision inconsistent with any provision of the Agreement. If applicable state law requires that opt-out rights be afforded to members of the class, a class action resolution otherwise meeting the foregoing requirements shall qualify as a Settlement Class Resolution unless Subdivisions collectively representing more than I% of the total population of all of that State's Subdivisions listed in Exhibit G opt out. In seeking certification of any Settlement Class, the applicable State and Participating Subdivisions shall make clear that certification is sought solely for settlement purposes and shall have no applicability beyond approval of the settlement for which certification is sought. Nothing in this Agreement constitutes an admission by any Party that class certification would be appropriate for litigation purposes in any case. 65. "Settlement Fund' means the interest-bearing fund established under the Agreement into which all payments by Janssen are made other than amounts paid as attorneys' fees and costs or identified pursuant to subsection VLB.2 as being used to pay attorneys' fees and costs. The Settlement Fund comprises the Abatement Accounts Fund, State Fund, and Subdivision Fund. 66. "Settlement Fund Administrator" means the entity that determines the Annual Payments (including calculating Incentive Payments pursuant to Section V) and any amounts subject to suspension or offset pursuant to Sections V and IX), determines the Participation Tier, and administers and distributes amounts into the Settlement Fund. The duties of the Settlement Fund Administrator shall be governed by this Agreement. Prior to the Initial Participation Date, the Parties shall agree to selection and removal processes for and a detailed description of the Settlement Fund Administrator's duties, including a detailed mechanism for paying the Settlement Fund Administrator's fees and costs, all of which shall be appended to the Agreement as Exhibit L. 10 67. "Settlement Fund Escrow" means the interest-bearing escrow fund established pursuant to this Agreement to hold disputed or suspended payments made under this Agreement. 68. "Settlement Payment Schedule" means the schedule of payments attached to this Agreement as Exhibit M. A revised Settlement Payment Schedule will be substituted for Exhibit M after any offsets, reductions, or suspensions under Sections V and IX are determined. 69. "Settling State" means any State that has entered the Agreement. 70. "Special District" means a formal and legally recognized sub-entity of a State that is authorized by State law to provide one or a limited number of designated functions, including but not limited to school districts, fire districts, healthcare & hospital districts, and emergency services districts. Special Districts do not include sub-entities of a State that provide general governance for a defined area that would qualify as a Subdivision. 71. "State" means any state of the United States of America, the District of Columbia, American Samoa, Guam, the Northern Mariana Islands, Puerto Rico, and the U.S. Virgin Islands. Additionally, the use of non-capitalized "state" to describe something (e.g., "state court") shall also be read to include parallel entities in commonwealths, territories, and the District of Columbia (e.g., "territorial court"). 72. "State Fund' means a component of the Settlement Fund described in subsection VLC. 73. "State-Specific Finality" means, with respect to the Settling State in question: a. the Agreement and the Consent Judgment have been approved and entered by the Court as to Janssen, including the release of all Released Claims against Released Entities as provided in this Agreement; b. for all lawsuits brought by the Settling State against Released Entities for Released Claims, either previously filed or filed as part of the entry of the Consent Judgment, the Court has stated in the Consent Judgment or otherwise entered an order finding that all Released Claims against Released Entities asserted in the lawsuit have been resolved by agreement; and C. (1)the time for appeal or to seek review of or permission to appeal from the approval and entry as described in subsection(a) hereof and entry of such order described in subsection (b)hereof has expired; or(2) in the event of an appeal, the appeal has been dismissed or denied, or the approval and entry described in (a) hereof and the order described in subsection (b)hereof have been affirmed in all material respects (to the extent challenged in the appeal)by the court of last resort to which such appeal has been taken and such dismissal or affirmance has become no 11 longer subject to further appeal (including, without limitation, review by the United States Supreme Court). 74. "State-Subdivision Agreement" means an agreement that a Settling State reaches with the Subdivisions in that State regarding the allocation, distribution, and/or use of funds allocated to that State and to Participating Subdivisions in that State. A State-Subdivision Agreement shall be effective if approved pursuant to the provisions of Exhibit O or if adopted by statute. Preexisting agreements addressing funds other than those allocated pursuant to this Agreement shall qualify if the approval requirements of Exhibit O are met. A State and its Subdivisions may revise, supplement, or refine a State-Subdivision Agreement if approved pursuant to the provisions of Exhibit O or if adopted by statute. 75. "Statutory Trust" means a trust fund established by state law to receive funds allocated to a State's Abatement Accounts Fund and restrict their expenditure to Opioid Remediation purposes subject to reasonable administrative expenses. A State may give a Statutory Trust authority to allocate one or more of the three Settlement Funds, but this is not required. 76. "Subdivision" means a formal and legally recognized sub-entity of a State that provides general governance for a defined area, including a county, parish, city, town, village, or similar entity. Unless otherwise specified, "Subdivision" includes all functional counties and parishes and other functional levels of sub- entities of a State that provide general governance for a defined area. Historic, non-functioning sub-entities of a State (such as Connecticut counties) are not Subdivisions, unless the entity has filed a lawsuit that includes a Released Claim against a Released Entity in a direct, parens patriae, or any other capacity. For purposes of this Agreement, the term Subdivision does not include Special Districts. A list of Subdivisions by state will be agreed to prior to any Subdivision sign-on period. 77. "Subdivision Allocation Percentage" means for Subdivisions in a Settling State that are eligible to receive an allocation from the Subdivision Fund pursuant to subsection VLC or subsection VLD, the percentage as set forth in Exhibit G. The aggregate Subdivision Allocation Percentage of all Subdivisions receiving a Subdivision Allocation Percentage in each State shall equal 100%. Immediately upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection VLD.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection VLD.3) that addresses allocation from the Subdivision Fund, or upon any, whether before or after the Initial Participation Date, Exhibit G will automatically be amended to reflect the allocation from the Subdivision Fund pursuant to the State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3. The Subdivision Allocation Percentages contained in Exhibit G may not change once notice is distributed pursuant to subsection VILA, except upon the effectiveness of any State- 12 Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection VLD.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection VLD.3) that addresses allocation from the Subdivision Fund. For the avoidance of doubt, no Subdivision not listed on Exhibit G shall receive an allocation from the Subdivision Fund and no provision of this Agreement shall be interpreted to create such an entitlement. 78. "Subdivision Fund' means a component of the Settlement Fund described in subsection VLC. 79. "Subdivision Settlement Participation Form" means the form attached as Exhibit K that Participating Subdivisions must execute and return to the Settlement Fund Administrator, and which shall (1) make such Participating Subdivisions signatories to this Agreement, (2)include a full and complete release of any and of such Subdivision's claims, and (3) require the prompt dismissal with prejudice of any Released Claims that have been filed by any such Participating Subdivision. 80. "Threshold Motion" means a motion to dismiss or equivalent dispositive motion made at the outset of litigation under applicable procedure. A Threshold Motion must include as potential grounds for dismissal, any applicable Bar or the relevant release by a Settling State or Participating Subdivision provided under this Agreement and, where appropriate under applicable law, any applicable limitations defense. 81. "Trigger Date" means, in the case of a Primary Subdivision, the Reference Date, or, in the case of all other Subdivisions, the Preliminary Agreement Date. II. Participation by States and Condition to Preliminary Agreement A. Notice to States. On July 22, 2021 this Agreement shall be distributed to all States. The States' Attorneys General shall then have a period of thirty (30) days to decide whether to become Settling States. States that determine to become Settling States shall so notify the National Association of Attorneys General and Janssen and shall further commit to obtaining any necessary additional State releases prior to the Reference Date. This notice period may be extended by written agreement of Janssen and the Enforcement Committee. B. Condition to Preliminary Agreement. Following the notice period set forth in subsection II.A above, Janssen shall determine on or before the Preliminary Agreement Date whether, in its sole discretion, enough States have agreed to become Settling States to proceed with notice to Subdivisions as set forth in Section VII below. If Janssen determines that this condition has been satisfied, and that notice to the Litigating Subdivisions should proceed, it will so notify the Settling States by providing notice to the Enforcement Committee and Settlement Fund Administrator on the Preliminary Agreement Date. If Janssen determines that this condition has not been satisfied, it will so 13 notify the Settling States by providing notice to the Enforcement Committee and Settlement Fund Administrator, and this Agreement will have no further effect and all releases and other commitments or obligations contained herein will be void. C. Later Joinder by States. After the Preliminary Agreement Date, a State may only become a Settling State with the consent of Janssen, in its sole discretion. If a State becomes a Settling State more than sixty(60) days after the Preliminary Agreement Date, but on or before January 1, 2022, the Subdivisions and Special Districts in that State that become Participating Subdivisions and Participating Special Districts within ninety (90) days of the State becoming a Settling State shall be considered Initial Participating Subdivisions or Initial Participating Special Districts. A State may not become a Settling State after January 1, 2022. III. Iniunctive Relief A. Entry of Injunctive Relief. As part of the Consent Judgment, the Parties agree to the injunctive relief terms attached as Exhibit P. IV. Release A. Scope. As of the Effective Date, the Released Entities will be released and forever discharged from all of the Releasors' Released Claims. Each Settling State (for itself and its Releasors) and Participating Subdivision (for itself and its Releasors) will, on or before the Effective Date, absolutely, unconditionally, and irrevocably covenant not to bring, file, or claim, or to cause, assist in bringing, or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Agreement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of each Settling State and its Attorney General to release claims. The Release shall be a complete bar to any Released Claim. B. Claim Over and Non-Party Settlement. 1. Statement of Intent. It is the intent of the Parties that: a. Released Entities should not seek contribution or indemnification(other than pursuant to an insurance contract) from other parties for their payment obligations under this Settlement Agreement; b. the payments made under this Settlement Agreement shall be the sole payments made by the Released Entities to the Releasors involving, arising out of, or related to Covered Conduct(or conduct that would be Covered Conduct if engaged in by a Released Entity); C. Claims by Releasors against non-Parties should not result in additional payments by Released Entities, whether through contribution, indemnification or any other means; and 14 d. the Settlement meets the requirements of the Uniform Contribution Among Joint Tortfeasors Act and any similar state law or doctrine that reduces or discharges a released party's liability to any other parties. e. The provisions of this subsection IV.B are intended to be implemented consistent with these principles. This Agreement and the releases and dismissals provided for herein are made in good faith. 2. ContributionAndemnity Prohibited. No Released Entity shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association, distributor, or health care practitioner, provided that a Released Entity shall be relieved of this prohibition with respect to any entity that asserts a Claim-Over against it. For the avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts. 3. Non-Party Settlement. To the extent that, on or after the Reference Date, any Releasor enters into a Non-Party Settlement, including in any bankruptcy case or through any plan of reorganization (whether individually or as a class of creditors), the Releasor will include (or in the case of a Non-Parry Settlement made in connection with a bankruptcy case, will cause the debtor to include), unless prohibited from doing so under applicable law, in the Non-Parry Settlement a prohibition on contribution or indemnity of any kind substantially equivalent to that required from Janssen in subsection IV.13.2, or a release from such Non- Released Entity in favor of the Released Entities (in a form equivalent to the releases contained in this Agreement) of any Claim-Over. The obligation to obtain the prohibition and/or release required by this subsection is a material term of this Agreement. 4. Claim-Over. In the event that any Releasor obtains a judgment with respect to Non-Party Covered Conduct against a Non-Released Entity that does not contain a prohibition like that in subsection IV.13.3, or any Releasor files a Non-Party Covered Conduct Claim against a non-Released Entity in bankruptcy or a Releasor is prevented for any reason from obtaining a prohibition/release in a Non-Parry Settlement as provided in subsection IV.13.3, and such Non-Released Entity asserts a Claim-Over against a Released Entity, that Releasor and Janssen shall take the following actions to ensure that the Released Entities do not pay more with respect to Covered Conduct to Releasors or to Non-Released Entities than the amounts owed under this Settlement Agreement by Janssen: a. Janssen shall notify that Releasor of the Claim-Over within sixty (60) days of the assertion of the Claim-Over or sixty (60) days of the Effective Date of this Settlement Agreement, whichever is later; b. Janssen and that Releasor shall meet and confer concerning the means to hold Released Entities harmless and ensure that it is not required to pay 15 more with respect to Covered Conduct than the amounts owed by Janssen under this Settlement Agreement; C. That Releasor and Janssen shall take steps sufficient and permissible under the law of the State of the Releasor to hold Released Entities harmless from the Claim-Over and ensure Released Entities are not required to pay more with respect to Covered Conduct than the amounts owed by Janssen under this Settlement Agreement. Such steps may include, where permissible: (1) Filing of motions to dismiss or such other appropriate motion by Janssen or Released Entities, and supported by Releasors, in response to any claim filed in litigation or arbitration; (2) Reduction of that Releasor's Claim and any judgment it has obtained or may obtain against such Non-Released Entity by whatever amount or percentage is necessary to extinguish such Claim-Over under applicable law, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (3) Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Over; (4) Return of monies paid by Janssen to that Releasor under this Settlement Agreement to permit satisfaction of a judgment against or settlement with the Non-Released Entity to satisfy the Claim- Over; (5) Payment of monies to Janssen by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (6) Credit to Janssen under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7) Such other actions as that Releasor and Janssen may devise to hold Janssen harmless from the Claim Over. d. The actions of that Releasor and Janssen taken pursuant to paragraph(c) must, in combination, ensure Janssen is not required to pay more with respect to Covered Conduct than the amounts owed by Janssen under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Janssen may seek review by 16 the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph(c) sufficient to hold Released Entities fully harmless. In the event that the panel's actions do not result in Released Entities being held fully harmless, Janssen shall have a claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Janssen harmless from the Claim-Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Janssen may have. 5. To the extent that the Claim-Over is based on a contractual indemnity, the obligations under subsection IV.13.4 shall extend solely to a Non-Parry Covered Conduct Claim against a pharmacy, clinic, hospital or other purchaser or dispenser of Products, a manufacturer that sold Products, a consultant, and/or a pharmacy benefit manager or other third-party payor. Janssen shall notify the Settling States, to the extent permitted by applicable law, in the event that any of these types of Non-Released Entities asserts a Claim-Over arising out of contractual indemnity against it. C. General Release. In connection with the releases provided for in the Agreement, each Settling State (for itself and its Releasors) and Participating Subdivision expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads: General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. A Releasor may thereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Settling State (for itself and its Releasors) and Participating Subdivision hereby expressly waives and fully, finally, and forever settles, releases, and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Settling States' decision to enter into the Agreement or the Participating Subdivisions' decision to participate in the Agreement. D. Res Judicata. Nothing in the Agreement shall be deemed to reduce the scope of the res judicata or claim preclusive effect that the settlement memorialized in the Agreement, 17 and/or any Consent Judgment or other judgment entered on the Agreement, gives rise to under applicable law. E. Representation and Warranty. The signatories hereto on behalf of their respective Settling States and its Participating Subdivisions expressly represent and warrant that they will obtain on or before the Effective Date (or have obtained) the authority to settle and release, to the maximum extent of the State's power, all Released Claims of(1) their respective Settling States; (2) all past and present executive departments, state agencies, divisions, boards, commissions and instrumentalities with the regulatory authority to enforce state and federal controlled substances acts; (3) any of their respective Settling State's past and present executive departments, agencies, divisions, boards, commissions and instrumentalities that have the authority to bring Claims related to Covered Conduct seeking money(including abatement and/or remediation) or revocation of a pharmaceutical distribution license; and (4) any Participating Subdivisions. For the purposes of clause (3) above, executive departments, agencies, divisions, boards, commissions, and instrumentalities are those that are under the executive authority or direct control of the State's Governor. Also, for the purposes of clause (3), a release from a State's Governor is sufficient to demonstrate that the appropriate releases have been obtained. F. Effectiveness. The releases set forth in the Agreement shall not be impacted in any way by any dispute that exists, has existed, or may later exist between or among the Releasors. Nor shall such releases be impacted in any way by any current or future law, regulation, ordinance, or court or agency order limiting, seizing, or controlling the distribution or use of the Settlement Fund or any portion thereof, or by the enactment of future laws, or by any seizure of the Settlement Fund or any portion thereof. G. Cooperation. Releasors (i)will not encourage any person or entity to bring or maintain any Released Claim against any Released Entity and(ii) will reasonably cooperate with and not oppose any effort by a Released Entity to secure the prompt dismissal of any and all Released Claims. H. Non-Released Claims. Notwithstanding the foregoing or anything in the definition of Released Claims, the Agreement does not waive, release or limit any criminal liability, Claims for any outstanding liability under any tax or securities law, Claims against parties who are not Released Entities, Claims by private individuals and any claims arising under the Agreement for enforcement of the Agreement. V. Monetary Relief and Payments A. Structure of Payments 1. All payments under this Section V shall be made into the Settlement Fund, except that where specified, they shall be made into the Settlement Fund Escrow. The Settlement Fund shall be allocated and used only as specified in Section VI. 2. Janssen shall pay into the Settlement Fund the sum of Four Billion, Five Hundred Thirty-Four Million, Six Hundred Fifteen Thousand, Three Hundred Eighty-Five 18 Dollars ($4,534,615,385) minus (1) the offsets and credits specified in subsection V.0 below, (2) any unearned incentive payments under subsection V.E below, and (3) any adjustments under Section IX below. 3. The payments to the Settlement Fund shall be divided into base and incentive payments as provided in subsections V.D and V.E below. B. Payment Process 1. Except as otherwise provided in this Agreement, Janssen shall make two Initial Year Payments and nine (9)Annual Payments. The Initial Year Payments will consist of base payments. The first Annual Payment shall consist of incentive payments and subsequent Annual Payments shall each consist of base and incentive payments. The amount of all Initial Year Payments and Annual Payments shall be determined by the Settlement Fund Administrator applying Section V and Exhibit M. The Payment Date for the first Initial Year Payment shall be no later than ninety (90) days after the Effective Date. The Payment Date for the second Initial Year Payment shall be no later than July 15, 2022. The Payment Date for the first Annual Payment shall be no later than one year and sixty days following the Effective Date; the Payment Date for the second Annual Payment shall be no later than two years and sixty days following the Effective Date, and so forth, until all Annual Payments are made. 2. All data relevant to the determination of each such payment shall be submitted to the Settlement Fund Administrator sixty(60) days prior to the Payment Date for each payment. Prior to the Initial Participation Date, the Parties will include an exhibit to the Agreement setting forth in detail the process for submitting such data to the Settlement Fund Administrator prior to each Payment Date. The Settlement Fund Administrator shall then determine the Initial Year Payment or Annual Payment and the amount to be paid to each Settling State and its Participating Subdivisions, consistent with the provisions in Exhibit L, by: a. determining, for each Settling State, the amount of base and incentive payments to which the State is entitled by applying the criteria in this Section; b. applying any reductions, suspensions, or offsets required by Sections V and IX; and C. determining the total amount owed by Janssen to all Settling States and Participating Subdivisions. 3. The Settlement Fund Administrator shall then allocate the Initial Year Payment or Annual Payment pursuant to Section VI among the Settling States, among the separate types of funds for each Settling State (if applicable), and among the Participating Subdivisions. 19 4. As soon as possible, but no later than fifty (50) days prior to the Payment Date for each payment and following the determination described in subsection V.13.2, the Settlement Fund Administrator shall give notice to Janssen, the Settling States, and the Enforcement Committee of the amount of the Initial Year Payment or Annual Payment, the amount to be received by each Settling State, the amount to be received by the separate types of funds for each Settling State (if applicable), and the amount to be received by each Settling State's Participating Subdivisions. 5. Within twenty-one (21) days of the notice provided by the Settlement Fund Administrator, any party may dispute, in writing, the calculation of the Initial Year Payment or Annual Payment, or the amount to be received by a Settling State and/or its Participating Subdivisions. Such disputing party must provide a written notice of dispute to the Settlement Fund Administrator, the Enforcement Committee, any affected Settling State, and Janssen identifying the nature of the dispute, the amount of money that is disputed, and the Settling State(s) affected. 6. Within twenty-one (21) days of the sending of a written notice of dispute, any affected party may submit a response, in writing, to the Settlement Fund Administrator, the Enforcement Committee, any affected Settling State, and Janssen identifying the basis for disagreement with the notice of dispute. 7. If no response is filed, the Settlement Fund Administrator shall adjust the amount calculated consistent with the written notice of dispute, and Janssen shall pay the adjusted amount as the Initial Year Payment or Annual Payment on the Payment Date. If a written response to the written notice of dispute is timely sent to the Settlement Fund Administrator, the Settlement Fund Administrator shall notify Janssen of the preliminary amount to be paid, which shall be the greater of the amount originally calculated by the Settlement Fund Administrator or the amount that would be consistent with the notice of dispute,provided, however that in no circumstances shall the preliminary amount to be paid be higher than the maximum amount of base and incentive payments for that payment as set forth in Exhibit M. For the avoidance of doubt, a transfer of suspended payments from the Settlement Fund Escrow does not count toward determining whether the amount to be paid is higher than the maximum amount of base and incentive payments for that payment as set forth in Exhibit M. 8. The Settlement Fund Administrator shall place any disputed amount of the preliminary amount paid by Janssen into the Settlement Fund Escrow and shall disburse any undisputed amount to each Settling State and its Participating Subdivisions receiving direct allocations within fifteen (15) days of the Payment Date or at such later time as directed by each Settling State. 9. Disputes described in this subsection (other than those for which no response is filed under subsection V.13.6) shall be resolved in accordance with the terms of Section XII. 20 10. The process described in this subsection V.B shall also apply to accelerated payments made pursuant to Incentive A under subsection V.E.4. 11. For the avoidance of doubt, Subdivisions not listed on Exhibit G shall not receive an allocation from the Subdivision Fund. C. Offsets for Non-Settling States and Credits 1. An offset equal to Four Billion, Five Hundred Thirty-Four Million, Six Hundred Fifteen Thousand, Three Hundred Eighty-Five Dollars ($4,534,615,385) times the percentage allocation assigned to each Non-Settling State in Exhibit F shall be deducted from the total amount to be paid by Janssen to the Settlement Fund under subsection V.A.2 above. 2. In addition to the offset, a credit of Two Hundred and Seventy Million Dollars ($270,000,000) shall be deducted from the maximum Settlement Fund amount to be paid by Janssen under subsection V.A.2 above and applied to the payment amounts as specified by Exhibit M. For the avoidance of doubt, the base payments and maximum incentive payment amounts shown on Exhibit M already reflect the deduction of the offset. 3. Notwithstanding any other provision of this Agreement or any other agreement, in the event that: (1)Janssen enters into an agreement with any Settling State that resolves with finality such Settling State's Claims consistent with Section IV of this Agreement and such agreement has an effective date prior to the Effective Date of this Agreement(such agreement, a"State-Specific Agreement") and (2) pursuant to the terms of the State-Specific Agreement, any payments, or any portion thereof, made by Janssen thereunder are made in lieu of any payments (for the avoidance of doubt, including the Additional Restitution Amount), or any portion thereof, to be made under this Agreement and Janssen makes such a payment pursuant to the State-Specific Agreement, then Janssen will reduce any payments allocable to such Settling State (whether made to the Settlement Fund Escrow or the Settlement Fund) made pursuant to this Agreement to the extent such amount was already paid pursuant to the terms of the State-Specific Agreement. This provision includes but is not limited to any corresponding amounts already paid to the Qualified Settlement Fund established under the Agreement between Janssen and the State of New York dated June 25, 2021. 4. Non-Settling States shall not be eligible for any payments or have any rights in connection with this Agreement. Accordingly, the stated maximum dollar amounts of the payments specified in Exhibit M are reduced by the aggregate Overall Allocation Percentage of Non-Settling States as set forth in Exhibit F. D. Base Payments 1. Janssen shall make base payments into the Settlement Fund totaling One Billion, Nine Hundred Forty-Two Million, Three Hundred Forty-Six Thousand, One Hundred Fifty-Five Dollars ($1,942,346,155) minus the offsets and credits 21 specified in subsection V.0 above. The base payments will be paid in accordance with the payment schedule specified by Exhibit M, subject to potential acceleration and potential deductions as provided herein. 2. The base payments will be allocated by Settling State proportionate to each Settling State's assigned percentages in Exhibit F, adjusted for any Non-Settling States. 3. If a State qualifies for Incentive A(described below), Janssen will accelerate the base payment schedule so that the State receives its Payment Year 1-3 base payment allocations and full Payment Year 1-3 Incentive A payment amounts within ninety (90) days of notice, on or after the Effective Date, of the Bar's implementation. Payment Year 4-9 payments are made annually and cannot be accelerated. 4. The exemplar payment schedule in Exhibit M does not account for deductions for offsets or unearned incentives, which will be separately calculated for each payment. E. Incentive Payments 1. Janssen shall make incentive payments into the Settlement Fund potentially totaling up to Two Billion, Three Hundred Twenty-Two Million, Two Hundred Sixty-Nine Thousand, Two Hundred Thirty Dollars ($2,322,269,230), consisting of$2,109,038,461 for Incentive A(or, alternatively up to $2,109,038,461 for combined Incentives B and C if Incentive A is not achieved) and $213,230,769 for Incentive D, prior to being adjusted for credits if every State is a Settling State and were to satisfy the requirements specified below to earn its maximum incentive amount. The incentive payments will be paid in accordance with the payment schedule in Exhibit M, subject to potential acceleration and potential deductions as provided herein. 2. The maximum incentive amount for any Settling State shall be $2,322,269,230 times the percentage allocation assigned that Settling State in Exhibit F. 3. A Settling State may qualify to receive incentive payments in addition to base payments if, as of the Incentive Payment Final Eligibility Date, it meets the incentive eligibility requirements specified below. Settling States may qualify for incentive payments in four ways. If a Settling State qualifies for"Incentive A," it will become entitled to receive the maximum Incentive A payment allocable to the State as stated in subsection V.E.1. If a Settling State does not qualify for Incentive A, it can alternatively qualify for"Incentive B" and/or"Incentive C." A Settling State can qualify for"Incentive D" regardless of whether it qualifies for another incentive payment. The Incentive Payment Final Eligibility Date is not relevant to Incentive D. 22 4. Incentive A:Accelerated Incentive Payment for Full Participation. a. A Settling State shall receive an accelerated Incentive A payment allocable to the State for full participation as described in subsection V.E.4.b. b. A State qualifies for Incentive A by: (1) complete participation in the form of releases consistent with Section IV above from all Litigating Subdivisions and Litigating Special Districts,Non-Litigating Subdivisions with population over 10,000, and Non-Litigating Covered Special Districts (as defined in subsection V.E.7.e); (2) a Bar; or(3) a combination of approaches in clauses (1)-(2)that achieves the same level of resolution of Subdivision and Special District claims (e.g., a law barring future litigation combined with full joinder by Litigating Subdivisions and Litigating Special Districts). For purposes of Incentive A, a Subdivision or Special District is considered a"Litigating Subdivision" or"Litigating Special District" if it has brought Released Claims against Released Entities on or before the Reference Date; all other Subdivisions and Special Districts are considered "Non-Litigating." For purposes of Incentive A, Non-Litigating Special Districts shall not include a Special District with any of the following words or phrases in its name: mosquito, pest, insect, spray, vector, animal, air quality, air pollution, clean air, coastal water, tuberculosis, and sanitary. C. Qualification for Incentive A entitles the qualifying Settling State to expedited payment of base payments and incentive payments for Payment Years 1-3, which Janssen shall pay into the Settlement Fund within ninety (90) days after receiving notice from the Settlement Fund Administrator that a State has qualified for Incentive A, but in no event less than ninety (90) days from the Effective Date. Base and incentive payments for Payment Years 4-9 will not be expedited. d. If a Settling State qualifies for Incentive A after receiving an incentive payment under Incentives B or C, described below, the Settling State's payments under Incentive A will equal the remainder of its total Incentive A payments less any payments previously received under Incentives B or C. A Settling State that receives all of its maximum incentive allocation under Incentive A shall not receive additional incentive payments under Incentives B or C. e. A Settling State that is not eligible for Incentive A as of the Incentive Payment Final Eligibility Date shall not be eligible for Incentive A for that Payment Year or any subsequent Payment Years. 23 5. Incentive B: Early Participation or Released Claims by Litigating Subdivisions and Litigating Special Districts. a. If a Settling State does not qualify for Incentive A, it may still qualify to receive up to 60% of its total potential Incentive A payment allocation under Incentive B. b. A Settling State can qualify for an Incentive B payment if Litigating Subdivisions and Litigating Special Districts collectively representing at least 75% of the Settling State's litigating population are either Participating Subdivisions or have their claims resolved through Case- Specific Resolutions. (1) A Settling State's litigating population is the sum of the population of all Litigating Subdivisions and Litigating Special Districts. A Settling State's litigating population shall include all Litigating Subdivisions and Litigating Special Districts whose populations overlap in whole or in part with other Litigating Subdivisions and Litigating Special Districts, for instance in the case of a Litigating Special District, city, or township contained within a county. (2) For example, if a Litigating Special District and a city that is a Litigating Subdivision are located within a county that is a Litigating Subdivision, then each of their individual populations would be added together to determine the total litigating population. Special District populations shall be counted in the manner set forth in subsection XIII.B. If each qualifies as a Litigating Subdivision or Litigating Special District and the county has a population of 10, the City has a population of 8, and the Special District has a population of 1, the total litigating population would be 19. C. The following time periods apply to Incentive B payments: (1) Period l: Zero to two hundred ten(2 10) days after the Effective Date. (2) Period 2: Two hundred eleven (211) days to one year after the Effective Date. (3) Period 3: One year and one day to two years after the Effective Date. d. Within Period 1: If Litigating Subdivisions and Litigating Special Districts collectively representing at least 75% of a Settling State's litigating population are Participating Subdivisions or have their claims resolved through Case-Specific Resolutions during Period 1, a sliding scale will determine the share of the funds available under Incentive B, with a 24 maximum of 60% of the Settling State's total potential incentive payment allocation available. Under that sliding scale, if Litigating Subdivisions and Litigating Special Districts collectively representing 75% of a Settling State's litigating population become Participating Subdivisions or achieve Case-Specific Resolution status by the end of Period 1, a Settling State will receive 50% of the total amount available to it under Incentive B. If more Litigating Subdivisions and Litigating Special Districts become Participating Subdivisions or achieve Case-Specific Resolution status, the Settling State shall receive an increased percentage of the total amount available to it under Incentive B as shown in the table below. Participation or Case-Specific Incentive B Award Resolution Levels (As percentage of total (As percentage of litigating amount available to State population) under Incentive B) 75% 50% 76% 52% 77% 54% 78% 56% 79% 58% 80% 60% 85% 70% 90% 80% 95% 90% 100% 100% e. Within Period 2: If a Settling State did not qualify for an Incentive B payment in Period 1, but Litigating Subdivisions and Litigating Special Districts collectively representing at least 75% of the Settling State's litigating population become Participating Subdivisions or achieve Case- Specific Resolution status by the end of Period 2, then the Settling State qualifies for 75% of the Incentive B payment it would have qualified for in Period 1. f. Within Period 3: If a Settling State did not qualify for an Incentive B payment in Periods 1 or 2, but Litigating Subdivisions and Litigating Special Districts collectively representing at least 75% of the Settling State's litigating population become Participating Subdivisions or achieve Case-Specific Resolution status by the end of Period 3, then the Settling State qualifies for 50% of the Incentive B payment it would have qualified for in Period 1. g. A Settling State that receives the Incentive B payment for Periods 1 and/or 2 can receive additional payments if it secures participation from additional Litigating Subdivisions and Litigating Special Districts (or Case-Specific Resolutions of their claims) during Periods 2 and/or 3. 25 Those additional payments would equal 75% (for additional participation or Case-Specific Resolutions during Period 2) and 50% (for additional participation or Case-Specific Resolutions during Period 3) of the amount by which the increased litigating population levels would have increased the Settling State's Incentive B payment if they had been achieved in Period 1. h. If Litigating Subdivisions and Litigating Special Districts that have become Participating Subdivisions or achieved Case-Specific Resolution status collectively represent less than 75% of a Settling State's litigating population by the end of Period 3, the Settling State shall not receive any Incentive B payment. i. If there are no Litigating Subdivisions or Litigating Special Districts in a Settling State, and that Settling State is otherwise eligible for Incentive B, that Settling State will receive its full allocable share of Incentive B. j. Incentives earned under Incentive B shall accrue after each of Periods 1, 2, and 3. After each period, the Settlement Fund Administrator shall conduct a look-back to assess which Settling States vested an Incentive B payment in the preceding period. Based on the look-back, the Settlement Fund Administrator will calculate the incentives accrued under Incentive B for the period;provided that the percentage of Incentive B for which a Settling State is eligible as of the Incentive Payment Final Eligibility Date shall cap its eligibility for that Payment Year and all subsequent Payment Years. 6. Incentive C Early Participation of Subdivisions a. If a Settling State does not qualify for Incentive A, it may still qualify to receive up to 40% of its total potential Incentive A payment allocation under Incentive C, which has two parts. (1) Part l: Under Incentive C, Part 1, a Settling State can receive up to 75% of its Incentive C allocation. A Settling State can qualify for a payment under Incentive C, Part 1 only if Primary Subdivisions (whether Litigating Primary Subdivisions or Non-Litigating Primary Subdivisions as of the Reference Date) representing at least 60% of the Settling State's Primary Subdivision population become Participating Subdivisions or achieve Case-Specific Resolution status. (2) A Settling State's Primary Subdivision population is the sum of the population of all Primary Subdivisions (whether Litigating Primary Subdivisions or Non-Litigating Primary Subdivisions as of the Reference Date). Because Subdivisions include Subdivisions whose populations overlap in whole or in part with other 26 Subdivisions, for instance in the case of a city or township contained within a county, the Settling State's Primary Subdivision population is greater than Settling State's total population. (Special Districts are not relevant for purposes of Incentive C calculations.) (3) A sliding scale will determine the share of the funds available under Incentive C, Part 1 to Settling States meeting the minimum 60% threshold. Under that sliding scale, if a Settling State secures participation or Case-Specific Resolutions from Primary Subdivisions representing 60% of its total Primary Subdivision population, it will receive 40% of the total amount potentially available to it under Incentive C, Part 1. If a Settling State secures participation or Case-Specific Resolutions from Primary Subdivisions representing more than 60% of its Primary Subdivision population, the Settling State shall be entitled to receive a higher percentage of the total amount potentially available to it under Incentive C, Part 1, on the scale shown in the table below. If there are no Primary Subdivisions, and that Settling State is otherwise eligible for Incentive C, that Settling State will receive its full allocable share of Incentive C, Part 1. Participation or Case-Specific Incentive C Award Resolution Levels (As percentage of total (As percentage of total Primary amount available to State Subdivision population) under Incentive C, Part 1 60% 40% 70% 45% 80% 50% 85% 55% 90% 60% 91% 65% 92% 70% 93% 80% 94% 90% 95% 100% b. Part 2: If a Settling State qualifies to receive an incentive under Incentive C, Part 1, the State can also qualify to receive an additional incentive amount equal to 25% of its total potential Incentive C allocation by securing 100%participation of the ten(10) largest Subdivisions by population in the Settling State. (Special Districts are not relevant for purposes of this calculation.) If a Settling State does not qualify for any amount under Incentive C, Part 1, it cannot qualify for Incentive C, Part 2. C. Incentives earned under Incentive C shall accrue on an annual basis up to three years after the Effective Date. At one, two, and three years after the 27 Effective Date, the Settlement Fund Administrator will conduct a look- back to assess which Subdivisions had agreed to participate or had their claim resolved through a Case-Specific Resolution that year. Based on the look-back, the Settlement Fund Administrator will calculate the incentives accrued under Incentive C for the year;provided that the percentage of Incentive C for which a Settling State is eligible as of the Incentive Payment Final Eligibility Date shall cap its eligibility for that Payment Year and all subsequent Payment Years. 7. Incentive D: Release of Payments if No Qualifying Special District Litigation. a. $213,230,769 shall be available for potential Incentive D payments according to the terms specified in this subsection V.E.7. b. If, within five years of the Reference Date, a Covered Special District files litigation against any Released Entity, Janssen shall, within thirty (30) days of Janssen being served, provide notice of the litigation to the Settling State in which the Covered Special District sits, which shall file a motion to intervene in the litigation and use its best efforts to obtain either dismissal of the litigation in cooperation with Janssen, or a release consistent with Section IV of the Special District's Claims. C. A Settling State shall receive its allocation of the Incentive D payment if, within five years after the Effective Date (the "look-back date"), no Covered Special District within the Settling State has filed litigation which has survived a Threshold Motion and remains pending as of the look-back date, unless the dismissal after the litigation survived the Threshold Motion is conditioned or predicated upon payment by a Released Entity (apart from payments by Janssen incurred under the Agreement or injunctive relief obligations incurred by it). d. Prior to the look-back date, a Released Entity shall not enter into a settlement with a Covered Special District unless the State in which the Covered Special District sits consents to such a settlement or unreasonably withholds consent of such a settlement. e. "Covered Special Districts" are school districts, healthcare/hospital districts, and fire districts, subject to the following population thresholds: (1) For school districts, the K-12 student enrollment must be 25,000 or 0.12% of a State's population, whichever is greater; (2) For fire districts, the district must cover a population of 25,000, or 0.20% of a State's population if a State's population is greater than 18 million. If not easily calculable from state data sources and agreed to between the State and Janssen, a fire district's population is calculated by dividing the population of the county or counties a 28 fire district serves by the number of fire districts in the county or counties. (3) For healthcare/hospital districts, the district must have at least 125 hospital beds in one or more hospitals rendering services in that district. VI. Allocation and Use of Settlement Funds A. Components of Settlement Fund. The Settlement Fund shall be comprised of an Abatement Accounts Fund, a State Fund, and a Subdivision Fund for each Settling State. The payments under Section V into the Settlement Fund shall be initially allocated among those three (3) sub-funds and distributed and used as provided below or as provided for by a State-Subdivision Agreement(or other State-specific allocation of funds). Unless otherwise specified herein, payments placed into the Settlement Fund do not revert back to Janssen. B. Use of Settlement Payments. 1. It is the intent of the Parties that the payments disbursed from the Settlement Fund to Settling States and Participating Subdivisions listed in Exhibit G be for Opioid Remediation, subject to limited exceptions that must be documented in accordance with subsection VI.B.2. In no event may less than 86.5% of Janssen's maximum amount of payments pursuant to Sections V, X, and XI over the entirety of all Payment Years (but not any single Payment Year)be spent on Opioid Remediation. 2. While disfavored by the Parties, a Settling State or Participating Subdivision listed on Exhibit G may use monies from the Settlement Fund (that have not been restricted by this Agreement solely to future Opioid Remediation) for purposes that do not qualify as Opioid Remediation. If, at any time, a Settling State or a Participating Subdivision listed on Exhibit G uses any monies from the Settlement Fund for a purpose that does not qualify as Opioid Remediation, such Settling State or Participating Subdivision shall identify such amounts and report to the Settlement Fund Administrator and Janssen how such funds were used, including if used to pay attorneys' fees, investigation costs, litigation costs, or costs related to the operation and enforcement of this Agreement, respectively. It is the intent of the Parties that the reporting under this subsection VI.B.2 shall be available to the public. For the avoidance of doubt, (a) any amounts not identified under this subsection VLB.2 as used to pay attorneys' fees, investigation costs, or litigation costs shall be included in the"Compensatory Restitution Amount" for purposes of subsection VLF and (b) Participating Subdivisions not listed on Exhibit G or Participating Special Districts that receive monies from the Settlement Fund indirectly may only use such monies from the Settlement Fund for purposes that qualify as Opioid Remediation. 29 C. Allocation of Settlement Fund. The allocation of the Settlement Fund allows for different approaches to be taken in different states, such as through a State-Subdivision Agreement. Given the uniqueness of States and their Subdivisions, Settling States and Participating Subdivisions are encouraged to enter into State-Subdivision Agreements in order to direct the allocation of their portion of the Settlement Fund. As set out below, the Settlement Fund Administrator will make an initial allocation to three (3) state-level sub-funds. The Settlement Fund Administrator will then, for each Settling State and its Participating Subdivisions listed on Exhibit G, apply the terms of this Agreement and any relevant State-Subdivision Agreement, Statutory Trust, Allocation Statute, or voluntary redistribution of funds as set out below before disbursing the funds. 1. Base Payments. The Settlement Fund Administrator will allocate base payments under subsection V.D among the Settling States in proportion to their respective Overall Allocation Percentages. Base payments for each Settling State will then be allocated 15% to its State Fund, 70% to its Abatement Accounts Fund, and 15% to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in subsection VLD. 2. Incentive Pam. The Settlement Fund Administrator will treat incentive payments under subsection V.E on a State-specific basis. Incentive payments for which a Settling State is eligible under subsection V.E will be allocated 15% to its State Fund, 70% to its Abatement Accounts Fund, and 15% to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in subsection VLD. 3. Application of Adjustments. If a reduction, offset, or suspension under Section IX applies with respect to a Settling State, the reduction, offset, or suspension shall be applied proportionally to all amounts that would otherwise be apportioned and distributed to the State Fund, the Abatement Accounts Fund, and the Subdivision Fund for that State. 4. Settlement Fund Administrator. Prior to the Initial Participation Date, Janssen and the Enforcement Committee will agree to a detailed mechanism consistent with the foregoing for the Settlement Fund Administrator to follow in allocating, apportioning, and distributing payments, which shall be appended hereto as Exhibit L. 5. Settlement Fund Administrator Costs. Any costs and fees associated with or arising out of the duties of the Settlement Fund Administrator as described in Exhibit L with regard to Janssen's payments to the Settlement Fund shall be paid out of interest accrued on the Settlement Fund and from the Settlement Fund should such interest prove insufficient. D. Settlement Fund Reallocation and Distribution. As set forth below, within a particular Settling State's account, amounts contained in the Settlement Fund sub-funds may be reallocated and distributed per a State-Subdivision Agreement or other means. If the 30 apportionment of amounts is not addressed and controlled under subsections VI.D.1-2, then the default provisions of subsection VLD.4 apply. It is not necessary that a State- Subdivision Agreement or other means of allocating funds pursuant to subsections VLD.1-2 address all of the Settlement Fund sub-funds. For example, a Statutory Trust might only address disbursements from a Settling State's Abatement Accounts Fund. 1. Distribution by State-Subdivision Agreement. If a Settling State has a State- Subdivision Agreement, amounts apportioned to that State's State Fund, Abatement Accounts Fund, and Subdivision Fund under subsection VI.0 shall be reallocated and distributed as provided by that agreement. Any State-Subdivision Agreement entered into after the Preliminary Agreement Date shall be applied only if it requires: (1) that all amounts be used for Opioid Remediation, except as allowed by subsection VLB.2, and (2)that at least 70% of amounts be used solely for future Opioid Remediation (references to "future Opioid Remediation" include amounts paid to satisfy any future demand by another governmental entity to make a required reimbursement in connection with the past care and treatment of a person related to the Alleged Harms). For a State-Subdivision Agreement to be applied to the relevant portion of an Initial Year Payment or an Annual Payment, notice must be provided to Janssen and the Settlement Fund Administrator at least sixty (60) days prior to the Payment Date. 2. Distribution by Allocation Statute. If a Settling State has an Allocation Statute and/or a Statutory Trust that addresses allocation or distribution of amounts apportioned to such State's State Fund, Abatement Accounts Fund, and/or Subdivision Fund and that, to the extent any or all such sub-funds are addressed, requires (1) all amounts to be used for Opioid Remediation, except as allowed by subsection VLB.2, and (2) at least 70% of all amounts to be used solely for future Opioid Remediation, then, to the extent allocation or distribution is addressed, the amounts apportioned to that State's State Fund, Abatement Accounts Fund, and Subdivision Fund under subsection VI.0 shall be allocated and distributed as addressed and provided by the applicable Allocation Statute or Statutory Trust. For the avoidance of doubt, an Allocation Statute or Statutory Trust need not address all three (3) sub-funds that comprise the Settlement Fund, and if the applicable Allocation Statute or Statutory Trust does not address distribution of all or some of these three (3) sub-funds, the applicable Allocation Statute or Statutory Trust does not replace the default provisions in subsection VLD.4 of any such unaddressed fund. For example, if an Allocation Statute or Statutory Trust that meets the requirements of this subsection VLD.2 only addresses funds restricted to abatement, then the default provisions in this Agreement concerning allocation among the three (3) sub-funds comprising the Settlement Fund and the distribution of the State Fund and Subdivision Fund for that State would still apply, while the distribution of the applicable State's Abatement Accounts Fund would be governed by the qualifying Allocation Statute or Statutory Trust. 3. Voluntary Redistribution. A Settling State may choose to reallocate all or a portion of its State Fund to its Abatement Accounts Fund. A Participating Subdivision listed on Exhibit G may choose to reallocate all or a portion of its 31 allocation from the Subdivision Fund to the State's Abatement Accounts Fund or to another Participating Subdivision or Participating Special District. For a voluntary redistribution to be applied to the relevant portion of an Initial Year Payment or an Annual Payment, notice must be provided to the Settling Distributors and the Settlement Fund Administrator at least sixty (60) days prior to the Payment Date. 4. Distribution in the Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory. If subsections VID.l-2 do not apply, amounts apportioned to that State's State Fund, Abatement Accounts Fund, and Subdivision Fund under subsection VLC shall be distributed as follows: a. Amounts apportioned to that State's State Fund shall be distributed to that State. b. Amounts apportioned to that State's Abatement Accounts Fund shall be distributed consistent with subsection VI.E. Each Settling State shall submit to the Settlement Fund Administrator a designation of a lead state agency or other entity to serve as the single point of contact for that Settling State's funding requests from the Abatement Accounts Fund and other communications with the Settlement Fund Administrator. The designation of an individual entity is for administrative purposes only and such designation shall not limit funding to such entity or even require that such entity receive funds from this Agreement. The designated entity shall be the only entity authorized to request funds from the Settlement Fund Administrator to be disbursed from that Settling State's Abatement Accounts Fund. If a Settling State has established a Statutory Trust then that Settling State's single point of contact may direct the Settlement Fund Administrator to release the State's Abatement Accounts Fund to the Statutory Trust. C. Amounts apportioned to that State's Subdivision Fund shall be distributed to Participating Subdivisions in that State listed on Exhibit G per the Subdivision Allocation Percentage listed in Exhibit G. Subsection VIII shall govern amounts that would otherwise be distributed to Non- Participating Subdivisions listed in Exhibit G. d. Special Districts shall not be allocated funds from the Subdivision Fund, except through a voluntary redistribution allowed by subsection VID.3. A Settling State may allocate funds from its State Fund or Abatement Accounts Fund for Special Districts. 5. Restrictions on Distribution. No amounts may be distributed from the Subdivision Fund contrary to Section VII, i.e., no amounts may be distributed directly to Non- Participating Subdivisions or to Later Participating Subdivisions in excess of what is permissible under subsection VII.E. Amounts allocated to the Subdivision Fund that cannot be distributed by virtue of the preceding sentence shall be distributed 32 into the sub-account in the Abatement Accounts Fund for the Settling State in which the Subdivision is located, unless those payments are redirected elsewhere by a State-Subdivision Agreement described in subsection VLD.I or by an Allocation Statute or a Statutory Trust described in subsection VLD.2. E. Provisions Regarding Abatement Accounts Fund. 1. State-Subdivision Agreement, Allocation Statute, and Statutory Trust Fund Provisions. A State-Subdivision Agreement, Allocation Statute, or Statutory Trust may govern the operation and use of amounts in that State's Abatement Accounts Fund so long as it complies with the requirements of subsection VLD.1 or VLD.2 as applicable, and all direct payments to Subdivisions comply with subsections VILE-H. 2. Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory. In the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust that addresses distribution, the Abatement Accounts Fund will be used solely for future Opioid Remediation and the following shall apply with respect to a Settling State: a. Regional Remediation. (1) At least 50% of distributions for remediation from a State's Abatement Accounts Fund shall be annually allocated and tracked to the regional level. A Settling State may allow the Advisory Committee established pursuant to subsection VI.E.2.d to define its regions and assign regional allocations percentages. Otherwise, a Settling State shall (1) define its initial regions, which shall consist of one (1) or more Subdivisions and which shall be designated by the State agency with primary responsibility for substance abuse disorder services employing, to the maximum extent practical, existing regions established in that State for opioid abuse treatment or other public health purposes; and(2) assign initial regional allocation percentages to the regions based on the Subdivision Allocation Percentages in Exhibit G and an assumption that all Subdivisions listed on Exhibit G will become Participating Subdivisions. (2) This minimum regional expenditure percentage is calculated on the Settling State's initial Abatement Accounts Fund allocation and does not include any additional amounts a Settling State has directed to its Abatement Accounts Fund from its State Fund, or any other amounts directed to the fund. A Settling State may dedicate more than 50% of its Abatement Accounts Fund to the regional expenditure and may annually adjust the percentage of its Abatement Accounts Fund dedicated to regional expenditures as long as the percentage remains above the minimum amount. 33 (3) The Settling State (1) has the authority to adjust the definition of the regions, and (2) may annually revise the percentages allocated to each region to reflect the number of Subdivisions in each region that are Non-Participating Subdivisions. b. Subdivision Block Grants. Certain Subdivisions listed on Exhibit G shall be eligible to receive regional allocation funds in the form of a block grant for future Opioid Remediation. A Participating Subdivision listed on Exhibit G eligible for block grants is a county or parish(or in the case of States that do not have counties or parishes that function as political subdivisions, a city) that(1) does not contain a Litigating Subdivision or a Later Litigating Subdivision for which it has the authority to end the litigation through a release, bar, or other action; (2) either (i) has a population of 400,000 or more or (ii) in the case of California has a population of 750,000 or more; and (3) has funded or otherwise managed an established health care or treatment infrastructure (e.g., health department or similar agency). Each Subdivision listed on Exhibit G eligible to receive block grants shall be assigned its own region. C. Small States. Notwithstanding the provisions of subsection VI.E.2.a, Settling States with populations under four(4) million that do not have existing regions described in subsection VI.E.2.a shall not be required to establish regions. However, such a Settling State that contains one (1) or more Subdivisions listed on Exhibit G eligible for block grants under subsection VI.E.2.b shall be divided regionally so that each block-grant eligible Subdivision listed on Exhibit G is a region and the remainder of the state is a region. d. Advisory Committee. The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the"Advisory Committee") to provide input and recommendations regarding remediation spending from that Settling State's Abatement Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity(created outside of a State-Subdivision Agreement or Allocation Statute); provided, however, the Advisory Committee or similar entity shall meet the following requirements: (1) Written guidelines that establish the formation and composition of the Advisory Committee, terms of service for members, contingency for removal or resignation of members, a schedule of meetings, and any other administrative details; (2) Composition that includes at least an equal number of local representatives as state representatives; (3) A process for receiving input from Subdivisions and other communities regarding how the opioid crisis is affecting their 34 communities, their abatement needs, and proposals for abatement strategies and responses; and (4) A process by which Advisory Committee recommendations for expenditures for Opioid Remediation will be made to and considered by the appropriate state agencies. 3. Abatement Accounts Fund Reporting. The Settlement Fund Administrator shall track and assist in the report of remediation disbursements as agreed to among the Parties. F. Nature of Payment. Janssen, the Settling States, the Participating Subdivisions, and the Participating Special Districts, acknowledge and agree that notwithstanding anything to the contrary in this Agreement, including, but not limited to, the scope of the Released Claims: 1. Janssen has entered into this Agreement to avoid the delay, expense, inconvenience, and uncertainty of further litigation; 2. The Settling States, the Participating Subdivisions, and the Participating Special Districts sought compensatory restitution (within the meaning of 26 U.S.C. § 162(f)(2)(A)) as damages for the Alleged Harms allegedly suffered by the Settling States and Participating Subdivisions; 3. By executing this Agreement the Settling States, the Participating Subdivisions, and the Participating Special Districts certify that: (a) the Compensatory Restitution Amount is no greater than the amount, in the aggregate, of the Alleged Harms allegedly suffered by the Settling States and Participating Subdivisions; and (b) the portion of the Compensatory Restitution Amount received by each Settling State or Participating Subdivision is no greater than the amount of the Alleged Harms allegedly suffered by such Settling State or Participating Subdivision; 4. The payment of the Compensatory Restitution Amount by Janssen constitutes, and is paid for, compensatory restitution(within the meaning of 26 U.S.C. § 162(f)(2)(A)) for alleged damage or harm(as compensation for alleged damage or harm arising out of alleged bodily injury) allegedly caused by Janssen; 5. The Compensatory Restitution Amount is being paid as compensatory restitution (within the meaning of 26 U.S.C. § 162(f)(2)(A)) in order to restore, in whole or in part, the Settling States and Participating Subdivisions to the same position or condition that they would be in had the Settling States and Participating Subdivisions not suffered the Alleged Harms; 6. For the avoidance of doubt: (a) no portion of the Compensatory Restitution Amount represents reimbursement to any Settling State, Participating Subdivision, Participating Special District, or other person or entity for the costs of any investigation or litigation, (b) the entire Compensatory Restitution Amount 35 is properly characterized as described in subsection VLF, and (c) no portion of the Compensatory Restitution Amount constitutes disgorgement or is properly characterized as the payment of statutory or other fines, penalties, punitive damages, other punitive assessments, or attorneys' fees; and 7. New York, on behalf of all Settling States, Participating Subdivisions, and Participating Special Districts (the "Form 1098-F Filer") shall complete and file Form 1098-F with the Internal Revenue Service on or before February 28 (March 31 if filed electronically) of the year following the calendar year in which the order entering this Agreement becomes binding. On the Form 1098-F, the Form 1098-F Filer shall identify the entire Compensatory Restitution Amount received by the Form 1098-F Filer as remediation/restitution. The Form 1098-F Filer shall also, on or before January 31 of the year following the calendar year in which the order entering this Agreement becomes binding, furnish Copy B of such Form 1098-F (or an acceptable substitute statement) to Janssen. VII. Participation by Subdivisions and Special Districts A. Notice. No later than fifteen (15) days after the Preliminary Agreement Date, the Settling States, with the cooperation of Janssen, shall send individual written notice of the opportunity to participate in this Agreement and the requirements of participation to all Subdivisions in the Settling States of this Agreement that are (1)Litigating Subdivisions or(2)Non-Litigating Subdivisions listed on Exhibit G as eligible to become Participating Subdivisions. Janssen's share of costs of the written notice to such Subdivisions shall be advanced by Janssen and deducted from its initial settlement payment. Notice shall also be provided simultaneously to counsel of record for Litigating Subdivisions and Non- Litigating Subdivisions listed on Exhibit G as eligible to become Participating Subdivisions. The Settling States, with the cooperation of Janssen, will also provide general notice reasonably calculated to alert Non-Litigating Subdivisions listed on Exhibit G in the Settling States to this Agreement, the opportunity to participate in it and the requirements for participation. Such notice may include publication and other standard forms of notification, as well as notice to national state and county organizations such as the National Association of Counties and the National League of Cities. The notice will include that the deadline for becoming an Initial Participating Subdivision is the Initial Participation Date. Nothing contained herein shall preclude a Settling State from providing further notice to or otherwise contacting any of its Subdivisions about becoming a Participating Subdivision, including beginning any of the activities described in this paragraph prior to the Preliminary Agreement Date. B. Requirements for Becoming a Participating Subdivision: Non-Litigating Subdivisions. A Non-Litigating Subdivision in a Settling State that is listed on Exhibit G may become a Participating Subdivision by returning an executed Subdivision Settlement Participation Form specifying (1) that the Subdivision agrees to the terms of this Agreement pertaining to Subdivisions, (2) that the Subdivision releases all Released Claims against all Released Entities, (3)that the Subdivision agrees to use monies it receives, if any, from the Settlement Fund pursuant to the applicable requirements of Section VI, and (4) that the Subdivision submits to the jurisdiction of the court where the Consent Judgment is filed 36 for purposes limited to that court's role under the Agreement. The required Subdivision Settlement Participation Form is attached as Exhibit K. C. Requirements for Becoming a Participating Subdivision: Litigating Subdivisions/Later Litigating Subdivisions. A Litigating Subdivision or Later Litigating Subdivision in a Settling State may become a Participating Subdivision by returning an executed Subdivision Settlement Participation Form to the Settlement Fund Administrator and upon prompt dismissal of its legal action. A Settling State may require each Litigating Subdivision in that State to specify on the Subdivision Settlement Participation Form whether its counsel has waived any contingency fee contract with that Participating Subdivision and intends to seek fees according to Exhibit R. The Settlement Fund Administrator shall provide quarterly reports of this information to the parties organized by Settling State. Except for trials begun before the Initial Participation Date, a Litigating Subdivision or a Later Litigating Subdivision may not become a Participating Subdivision after the completion of opening statements in a trial of a legal action it brought that includes a Released Claim against a Released Entity. D. Initial Participating Subdivisions. A Subdivision qualifies as an Initial Participating Subdivision if it meets the applicable requirements for becoming a Participating Subdivision set forth in subsections VII.B or VII.0 by the Initial Participation Date. Provided however, all Subdivision Settlement Participation Forms shall be held by the Settlement Fund Administrator until Janssen provides the notice in subsection VIII.B that it intends to proceed with the settlement, at which time the obligations created by such forms become effective. E. Later Participating Subdivisions. A Subdivision that is not an Initial Participating Subdivision may become a Later Participating Subdivision by meeting the applicable requirements for becoming a Participating Subdivision after the Initial Participation Date and agreeing to be subject to the terms of a State-Subdivision Agreement(if any) or any other structure adopted or applicable pursuant to subsections VLD or VI.E. The following provisions govern what a Later Participating Subdivision can receive (but do not apply to Initial Participating Subdivisions): 1. A Later Participating Subdivision shall not receive any share of any base or incentive payments paid to the Subdivision Fund that were due before it became a Participating Subdivision. 2. A Later Participating Subdivision that becomes a Participating Subdivision after July 15, 2022 shall receive 75% of the share of future base or incentive payments that it would have received had it become a Later Participating Subdivision before that date (unless the Later Participating Subdivision is subject to subsections VII.E.3 or VILER below). 3. A Later Participating Subdivision that, after the Initial Participation Date, maintains a lawsuit for a Released Claim(s) against a Released Entity and has judgment entered against it on every such Claim before it became a Participating Subdivision (other than a consensual dismissal with prejudice) shall receive 50% 37 of the share of future base or incentive payments that it would have received had it become a Later Participating Subdivision prior to such judgment;provided, however, that if the Subdivision appeals the judgment and the judgment is affirmed with finality before the Subdivision becomes a Participating Subdivision, the Subdivision shall not receive any share of any base payment or incentive payment. 4. A Later Participating Subdivision that becomes a Participating Subdivision while a Bar or Case-Specific Resolution involving a different Subdivision exists in its State shall receive 25% of the share of future base or incentive payments that it would have received had it become a Later Participating Subdivision without such Bar or Case-Specific Resolution. F. No Increase in Payments. Amounts to be received by Later Participating Subdivisions shall not increase the payments due from Janssen. G. Ineligible Subdivisions. Subdivisions in Non-Settling States and Prior Litigating Subdivisions are not eligible to be Participating Subdivisions. H. Non-Participating Subdivisions. Non-Participating Subdivisions shall not directly receive any portion of any base or incentive payments, including from the State Fund and direct distributions from the Abatement Accounts Fund; however, a Settling State may choose to fund future Opioid Remediation that indirectly benefits Non-Participating Subdivisions. I. Unpaid Allocations to Later Participating and Non-Participating Subdivisions. Any base payment and incentive payments allocated pursuant to subsection VI.D to a Later Participating or Non-Participating Subdivision that cannot be paid pursuant to this Section VII, will be allocated to the Abatement Accounts Fund for the Settling State in which the Subdivision is located, unless those payments are redirected elsewhere by a State-Subdivision Agreement or by a Statutory Trust. J. Requirements for Becoming a Participating Special District: Non-Litigating Special Districts. A Non-Litigating Special District may become a Participating Special District by either executing a release consistent with Section IV or by having its claims extinguished by operation of law or released by a Settling State. K. Requirements for Becoming a Participating Special District: Litigating Special Districts/Later Litigating Special Districts. A Litigating Special District or Later Litigating Special District in a Settling State may become a Participating Special District by either executing a release consistent with Section IV and upon prompt dismissal of its legal action or by having its claims extinguished by operation of law or released by a Settling State. L. Initial Participating Special Districts. A Special District qualifies as an Initial Participating Special District if it meets the applicable requirements for becoming a Participating Special District by the Initial Participation Date. 38 M. Later Participating Special Districts. A Special District that is not an Initial Participating Special District may become a Later Participating Special District by meeting the applicable requirements for becoming a Participating Special District after the Initial Participation Date and agreeing to be subject to the terms of any agreement reached by the applicable Settling State with Initial Participating Special Districts. A Later Participating Special District shall not receive any share of any base or incentive payments paid to the Settlement Fund that were due before it became a Participating Special District. VIII. Condition to Effectiveness of Agreement and Filing of Consent Judgment A. Determination to Proceed With Settlement. Janssen will determine on or before the Reference Date whether there has been a sufficient resolution of the Claims of the Litigating Subdivisions in the Settling States (through participation under Section VII, Case-Specific Resolution(s), and Bar(s)) to proceed with this Agreement. The determination shall be in the sole discretion of Janssen and may be based on any criteria or factors deemed relevant by Janssen. B. Notice by Janssen. On or before the Reference Date, Janssen shall inform the Settling States and MDL PEC of its determination pursuant to subsection VIIIA. If Janssen determines to proceed, the Parties will proceed to file the Consent Judgments. If Janssen determines not to proceed, this Agreement will have no further effect and all releases (including those given by Participating Subdivisions) and other commitments or obligations contained herein will be void. C. Determination of the Participation Tier. I. On the Reference Date, provided that Janssen determines to proceed with this Agreement, the Settlement Fund Administrator shall determine the Participation Tier. The criteria used to determine the Participation Tier are set forth in Exhibit H. Any disputes as to the determination of the Participation Tier shall be decided by the National Arbitration Panel. 2. The Participation Tier shall be redetermined by the Settlement Fund Administrator annually as of the Payment Date, beginning with Payment Year 1, pursuant to the criteria set forth in Exhibit H. 3. After Payment Year 3, the Participation Tier cannot move higher, unless this restriction is waived by Janssen. 4. In the event that a Participation Tier redetermination moves the Participation Tier higher, and that change is in whole or in part as a result of the post-Reference Date enactment of a Bar and there is later a Revocation Event with respect to that Bar, then on the next Payment Date that is at least one hundred eighty (180) days after the Revocation Event, the Participation Tier shall move down to the Participation Tier that would have applied had the Bar never been enacted, unless the Bar is reinstated or all Subdivisions affected by the Revocation Event become Participating Subdivisions within one hundred eighty(180) days of the 39 Revocation Event. This is the sole circumstance in which, on a nationwide basis, the Participation Tier can move down. 5. In the event that there is a post-Reference Date Revocation Event with respect to a Bar that was enacted in a Settling State prior to the Reference Date, then, on the next Payment Date that is at least one hundred eighty (180) days after the Revocation Event, unless the Bar is reinstated or all Subdivisions affected by the Revocation Event become Participating Subdivisions within one hundred eighty (180) days of the Revocation Event, the Participation Tier shall decrease— solely for the State in which the Revocation Event occurred—to the Participation Tier commensurate with the percentage of Litigating Subdivisions in that State that are Participating Subdivisions and the percentage of Non-Litigating Subdivisions that are both Primary Subdivisions and Participating Subdivisions, according to the criteria set forth in Exhibit H, except that the calculations shall be performed as to that State alone. For the avoidance of doubt and solely for the calculation in this subparagraph, the Settling States Column of Exhibit H shall play no role. This is the sole circumstance in which one Settling State will have a different Participation Tier than other Settling States. 6. The redetermination of the Participation Tier under subsection VIII.C.2 shall not affect payments already made or suspensions or offsets already applied. IX. Potential Payment Adjustments A. Later Litigating Subdivisions. 1. If a Later Litigating Subdivision in a Settling State with a population above 10,000 brings a lawsuit or other legal proceeding against Released Entities asserting Released Claims, Janssen shall, within thirty (30) days of the lawsuit or other legal proceeding being served on Janssen, provide notice of the lawsuit or other legal proceeding to the Settlement Fund Administrator and the Settling State in which the Later Litigating Subdivision sits and provide the Settling State an opportunity to intervene in the lawsuit or other legal proceeding. A Released Entity shall not enter into a settlement with a Later Litigating Subdivision unless the State in which the Later Litigating Subdivision sits consents to such a settlement or unreasonably withholds consent to such a settlement. 2. If no Participation Tier applies and the Later Litigating Subdivision's lawsuit or other legal proceeding survives a Threshold Motion before Janssen makes its last settlement payment to the Settling State, the following shall apply: a. Janssen will, from the date of the entry of the order denying the Threshold Motion and so long as the lawsuit or other legal proceeding is pending, be entitled to a suspension of the following payments it would otherwise owe the Settling State in which the Later Litigating Subdivision is located: (1) all remaining incentive payments to the relevant state; and(2) the last two scheduled base payments, if not already paid(the "Suspended Payments"). 40 b. For each Payment Year that Janssen is entitled to a suspension of payments, the Settlement Fund Administrator shall calculate the Suspended Payments applicable to the next Payment due from Janssen. The Suspended Payments shall be paid into the Settlement Fund Escrow account. 3. If a Participation Tier applies at the time the Threshold Motion is denied, Janssen will be entitled to a suspension of the following percentages of Suspended Payments depending on the applicable Tier-75% for Tier 1, 50% for Tier 2, 35% for Tier 3, and 25% for Tier 4. Otherwise, the requirements of subsection IX.A.2 apply. 4. If the Released Claim is resolved with finality without requirement of payment by a Released Entity, the placement of any remaining balance of the Suspended Payments into the Settlement Fund Escrow shall cease and the Settlement Fund Administrator shall immediately transfer amounts in the Settlement Fund Escrow on account of the suspension to the Settling State at issue and its Participating Subdivisions listed on Exhibit G. The lawsuit will not cause further suspensions unless the Released Claim is reinstated upon further review, legislative action, or otherwise. 5. If the Released Claim is resolved with finality on terms requiring payment by a Released Entity (e.g., if the lawsuit in which the Released Claim is asserted results in a judgment against Janssen or a settlement with Janssen), the Settlement Fund Administrator will transfer the amounts in the Settlement Fund Escrow on account of the suspension to Janssen necessary to satisfy 75% of the payment obligation of the Released Entity to the relevant Later Litigating Subdivision. The Settlement Fund Administrator shall immediately transfer any remaining balance in the Settlement Fund Escrow on account of the suspension to the Settling State at issue and its Participating Subdivisions listed on Exhibit G. If the amount to be transferred to Janssen exceeds the amounts in the Settlement Fund Escrow on account of the suspension, Janssen shall receive a dollar-for-dollar offset for the excess amount against its obligation to pay any remaining payments that would be apportioned to the Settling State at issue and to its Participating Subdivisions listed on Exhibit G. B. Settlement Class Resolution Opt Outs. If a Settling State is eligible for Incentive A on the basis of a Settlement Class Resolution, and a Primary Subdivision that opted out of the Settlement Class Resolution maintains a lawsuit asserting a Released Claim against a Released Entity, the following shall apply. If the lawsuit asserting a Released Claim either survives a Threshold Motion or has an unresolved Threshold Motion fewer than sixty (60) days prior to the scheduled start of a trial involving a Released Claim, and is resolved with finality on terms requiring payment by the Released Entity, Janssen shall receive a dollar-for-dollar offset for the amount paid against its obligation to make remaining Incentive A payments that would be apportioned to that State or Participating Subdivisions listed on Exhibit G. For the avoidance of doubt, an offset shall not be 41 applicable under this subsection if it is applicable under subsection IX.A with respect to the Subdivision at issue. C. Revoked Bar Settlement Class Resolution, or Case-Specific Resolution. I. If Janssen made a payment as a result of the existence of a Bar, Settlement Class Resolution, or Case-Specific Resolution in a Settling State, and that Bar, Settlement Class Resolution, or Case-Specific Resolution is subject to a Revocation Event, Janssen shall receive a dollar-for-dollar offset against its obligation to make remaining payments that would be apportioned to that State or Participating Subdivisions listed on Exhibit G. This offset will be calculated as the dollar amount difference between (1) the total amount of incentive payments paid by Janssen during the time the Bar, Settlement Class Resolution, or Case- Specific Resolution subject to the Revocation Event was in effect, and(2) the total amount of Incentive Payments that would have been due from Janssen during that time without the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the Revocation Event being in effect. The amount of incentive payments that would have been due, referenced in (2) above, will be calculated based on considering any Subdivision that provides a release within one hundred eighty (180) days after the Revocation Event as having been a Participating Subdivision(in addition to all other Participating Subdivisions) during the time that the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the Revocation Event was in effect. If a Revocation Event causes a Settling State to no longer qualify for Incentive D, the Settling State shall return to Janssen all payments made under Incentive D. 2. Notwithstanding anything to the contrary in paragraph I above, if a Bar or Case- Specific Resolution is reinstated by the Settling State, either through the same or different means as the initial Bar or Case-Specific Resolution, Janssen's right to an offset is extinguished and any amounts withheld to offset amounts paid on account of the revoked, rescinded, reversed, or overruled Bar or Case-Specific Resolution shall be returned to the Settling State, less and except any incentive payments that would have been paid during the period in which the Bar or Case- Specific Resolution was revoked, rescinded, reversed, or overruled. X. Additional Restitution Amount A. Additional Restitution Amount. Pursuant to the schedule set forth below and subject to the reduction specified in subsection X.B below, Janssen shall pay an Additional Restitution Amount to the Settling States listed in Exhibit N. Such funds shall be paid on the schedule set forth on Exhibit M on the Payment Date for each relevant Payment Year to such Settling States as allocated by the Settlement Fund Administrator pursuant to Exhibit N. Payment Year 1 $15,384,615.38 Payment Year 2 $26,923,076.92 42 Payment Year 3 $25,000,000.00 B. Reduction of Additional Restitution Amount. In the event that any Non-Settling State appears on Exhibit N, the amounts owed by Janssen pursuant to this Section X shall be reduced by the allocation set forth on Exhibit N for any such Non-Settling States. C. Use of Funds. All funds paid as an Additional Restitution Amount shall be part of the Compensatory Restitution Amount, shall be used for Opioid Remediation, except as allowed by subsection VI.B.2, and shall be governed by the same requirements as specified in subsection VLF. XL Plaintiffs' Attorneys' Fees and Costs A. The Agreement on Attorneys' Fees, Expenses and Costs is set forth in Exhibit R and incorporated herein by reference. The Agreement on the State Outside Counsel Fee Fund and Agreement on the State Cost Fund Administration are set forth in Exhibit U and Exhibit S, respectively, and are incorporated herein by reference. XII. Enforcement and Dispute Resolution A. Enforceability. The terms of the Agreement and Consent Judgment applicable to or in a Settling State will be enforceable solely by that Settling State and Janssen. Settling States or Participating Subdivisions shall not have enforcement rights with respect either to the terms of this Agreement that apply only to or in other States or to any Consent Judgment entered into by another Settling State. Participating Subdivisions shall not have enforcement rights against Janssen with respect to the Agreement or any Consent Judgment except as to payments that would be allocated to the Subdivision Fund or Abatement Accounts Fund pursuant to Section VI;provided, however, that each Settling State shall allow Participating Subdivisions in that State to notify it of any perceived violations of the Agreement or Consent Judgment. B. Jurisdiction. Janssen consents to the jurisdiction of the court in which the Consent Judgment is filed, limited to resolution of disputes identified in subsection XII.F.2 for resolution in the court in which the Consent Judgment is filed. C. Specific Terms Dispute Resolution. 1. Any dispute that is addressed by the provisions set forth in the Injunctive Relief terms in Exhibit P shall be resolved as provided therein. 2. In the event Janssen believes the 86.5% threshold established in subsection VI.B.1 is not being satisfied, any Party may request that Janssen and the Enforcement Committee meet and confer regarding the use of funds under subsection VI.B.1. The completion of such meet-and-confer process is a precondition to further action regarding any such dispute. Further action concerning subsection VI.B.1 shall: (i) be limited to Janssen seeking to reduce its Annual Payments by no more than 5% of the difference between the actual amount of Opioid Remediation and the 86.5% threshold established in subsection VLB.1; (ii) only reduce Annual 43 Payments to those Settling States and its Participating Subdivisions that are below the 86.5% threshold established in subsection VLB.1; and(iii) not reduce Annual Payments restricted to future Opioid Remediation. D. State-Subdivision Enforcement. 1. A Participating Subdivision shall not have enforcement rights against a Settling State in which it is located with respect to the Agreement or any Consent Judgment except: (1) as provided for in a State-Subdivision Agreement, Allocation Statute, or Statutory Trust with respect to intrastate allocation; or(2) in the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust, as to allegations that: (a) the Settling State's use of Abatement Accounts Fund monies were not used for uses similar to or in the nature of those uses contained in Exhibit E; or (b) a Settling State failed to pay funds directly from the Abatement Accounts Fund to a Participating Subdivision eligible to receive a block grant pursuant to subsection VI.E.2.b. 2. A Settling State shall have enforcement rights against a Participating Subdivision located in its territory: (1) as provided for in a State-Subdivision Agreement, Allocation Statute, or Statutory Trust; or (2) in the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust, as to allegations that the uses of Abatement Accounts Fund monies by Participating Subdivisions listed on Exhibit G were not for uses similar to or in the nature of those uses contained in Exhibit E. 3. As between Settling States and Participating Subdivisions, the above rights are contractual in nature and nothing herein is intended to limit, restrict, change, or alter any other existing rights under law. E. Subdivision Payment Enforcement. A Participating Subdivision shall have the same right as a Settling State pursuant to subsection XILF.4.a(4) to seek resolution of any failure by Janssen to make its required base and/or incentive payments in a Payment Year. F. Other Dispute Resolution Terms. 1. Except as provided in subsection XILC, the parties to a dispute shall promptly meet and confer in good faith to resolve any dispute. If the parties cannot resolve the dispute informally, and unless otherwise agreed in writing, they shall follow the remaining provisions of this subsection XILF to resolve the dispute. 2. Except as provided in subsections XILC and XII.F.4, disputes not resolved informally shall be resolved in either the court that entered the relevant Consent Judgment or, if no Consent Judgment was entered, a state or territorial court with jurisdiction located wherever the seat of state government is located. State court proceedings shall be governed by the rules and procedures of the forum. For the avoidance of doubt, disputes to be resolved in state court include, but are not limited to, the following: 44 a. disputes concerning whether expenditures qualify for Opioid Remediation; b. disputes between a Settling State and Participating Subdivisions located in such Settling State as provided by subsection XII.D, except to the extent the State-Subdivision Agreement provides for other dispute resolution mechanisms. For the avoidance of doubt, disputes between a Settling State and any Participating Subdivision shall not be considered National Disputes; C. whether this Agreement and relevant Consent Judgment are binding under state law; d. the extent of the Attorney General's or other participating entity's authority under state law, including the extent of the authority to release claims; e. whether the requirements of a Bar, a Case-Specific Resolution, State- Specific Finality, Later Litigating Subdivision, Litigating Subdivision, or a Threshold Motion have been met; and f, all other disputes not specifically identified in subsections XILC and XII.F.4. 3. Any Party may request that the National Arbitration Panel provide an interpretation of any provision of the settlement that is relevant to the state court determination, and the National Arbitration Panel shall make reasonable best efforts to supply such interpretation within the earlier of thirty (30) days or the time period required by the state court proceedings. Any Party may submit that interpretation to the state court to the extent permitted by, and for such weight provided by, the state court's rules and procedures. If requested by a Party, the National Arbitration Panel shall request that its interpretation be accepted in the form of an amicus curiae brief, and any attorneys' fees and costs for preparing any such filing shall be paid for by the requesting Party. 4. National Disputes involving a Settling State, Participating Subdivision, and/or Janssen shall be resolved by a National Arbitration Panel. a. "National Disputes" are disputes that are exceptions to subsection XII.F.2's presumption of resolution in state courts because they involve issues of interpretation of Agreement terms applicable to all Settling States without reference to a particular State's law. Disputes between a State and any Participating Subdivisions shall not be considered National Disputes. National Disputes are limited to the following: (1) the amount of offset and/or credit attributable to Non-Settling States and Tribes; (2) issues involving the scope and definition of"Product"; 45 (3) interpretation and application of the terms "Covered Conduct" and "Released Entities"; (4) disputes over a given year's payment or the payment of the Additional Restitution Amount to all Settling States (for the avoidance of doubt, disputes between a Settling State and Janssen over the amounts owed to only that State shall not be considered National Disputes); (5) questions regarding the performance and/or removal of the Settlement Fund Administrator; (6) disputes involving liability of successor entities; (7) disputes that require a determination of sufficient Subdivision and Special District participation to qualify for Incentives A, B, C, or D, as well as disputes over qualification for Participation Tiers; (8) disputes that require interpretation of Agreement terms (i) that concretely affect four (4) or more Settling States; and (ii) do not turn on unique definitions and interpretations under State law; and (9) any dispute subject to resolution under subsection XILF.2 but for which all parties to the dispute agree to arbitration before the National Arbitration Panel under the provisions of this subsection XII.F.4. b. The"National Arbitration Panel" shall be comprised of three (3)neutral arbitrators. One (1) arbitrator shall be chosen by Janssen, one (1) arbitrator shall be chosen by the Enforcement Committee with due input from Participating Subdivisions, and the third arbitrator shall be agreed upon by the first two (2) arbitrators. The membership of the National Arbitration Panel is intended to remain constant throughout the term of this Agreement, but in the event that replacements are required, the retiring arbitrator shall be replaced by the party that selected him/her. (1) The National Arbitration Panel shall make reasonable best efforts to decide all matters within one hundred eighty (180) days of filing, and in no event shall it take longer than one (1)year. (2) The National Arbitration Panel shall conduct all proceedings in a reasonably streamlined process consistent with an opportunity for the parties to be heard. Issues shall be resolved without the need for live witnesses where feasible, and with a presumption in favor of remote participation to minimize the burdens on the parties. (3) To the extent allowed under state law, a Settling State, Participating Subdivision, and (at any party's request)the National 46 Arbitration Panel may certify to an appropriate state court any question of state law. The National Arbitration Panel shall be bound by a final state court determination of such a certified question. The time period for the arbitration shall be tolled during the course of the certification process. (4) The arbitrators will give due deference to any authoritative interpretation of state law, including any declaratory judgment or similar relief obtained by a Settling State, Participating Subdivision, or Janssen on a state law issue. (5) The decisions of the National Arbitration Panel shall be binding on Settling States, Participating Subdivisions, Janssen, and the Settlement Fund Administrator. In any proceeding before the National Arbitration Panel involving a dispute between a Settling State and Janssen whose resolution could prejudice the rights of a Participating Subdivision(s) or Participating Special District(s) in that Settling State, such Participating Subdivision(s) or Participating Special District(s) shall be allowed to file a statement of view in the proceeding. C. Nothing herein shall be construed so as to limit or otherwise restrict a State from seeking injunctive or other equitable relief in state court to protect the health, safety, or welfare of its citizens. d. Each party shall bear its own costs in any arbitration or court proceeding arising under this subsection XII.F. The costs for the arbitrators on the National Arbitration Panel shall be divided and paid equally by the disputing sides for each individual dispute, e.g., a dispute between Janssen and Setting States/Participating Subdivisions shall be split 50%by Janssen and 50%by the Settling States/Participating Subdivisions that are parties to the dispute; a dispute between a Settling State and a Participating Subdivision shall be split 50%by the Settling State and 50%by any Participating Subdivisions that are party to the dispute. 5. Prior to initiating an action to enforce pursuant to this subsection XII.F, the complaining party must: a. Provide written notice to the Enforcement Committee of its complaint, including the provision of the Consent Judgment and/or Agreement that the practice appears to violate, as well as the basis for its interpretation of the disputed provision. The Enforcement Committee shall establish a reasonable process and timeline for obtaining additional information from the involved parties;provided, however, that the date the Enforcement Committee establishes for obtaining additional information from the parties shall not be more than forty-five (45) days following the notice. 47 The Enforcement Committee may advise the involved parties of its views on the complaint and/or seek to resolve the complaint informally. b. Wait to commence any enforcement action until thirty (30) days after the date that the Enforcement Committee establishes for obtaining additional information from the involved parties. 6. If the parties to a dispute cannot agree on the proper forum for resolution of the dispute under the provisions of subsections XII.F.2 or XII.F.4, a committee comprising the Enforcement Committee and sufficient representatives of Janssen such that the members of the Enforcement Committee have a majority of one (1) member will determine the forum where the dispute will be initiated within twenty-eight(28) days of receiving notification of the dispute relating to the proper forum. The forum identified by such committee shall be the sole forum for determining where the dispute shall be heard, and the committee's identification of such forum shall not be entitled to deference by the forum selected. G. No Effect. Nothing in this Agreement shall be interpreted to limit the Settling State's Civil Investigative Demand ("CID") or investigative subpoena authority, to the extent such authority exists under applicable state law and the CID or investigative subpoena is issued pursuant to such authority, and Janssen reserves all of its rights in connection with a CID or investigative subpoena issued pursuant to such authority. XIII. Miscellaneous A. No Admission. Janssen does not admit liability or wrongdoing. Neither this Agreement nor the Consent Judgments shall be considered, construed, or represented to be (1) an admission, concession, or evidence of liability or wrongdoing or(2) a waiver or any limitation of any defense otherwise available to Janssen. B. Population of Subdivisions. The population figures for Subdivisions shall be the published U.S. Census Bureau's population estimates for July 1, 2019, released May 2020. These population figures shall remain unchanged during the term of this Agreement. C. Population of Special Districts. For any purpose in this Agreement in which the population of a Special District is used, other than the use of"Covered Special District": (a) School Districts' population will be measured by the number of students enrolled who are eligible under the Individuals with Disabilities Education Act("IDEA") or Section 504 of the Rehabilitation Act of 1973; (b)Health Districts' and Hospital Districts' population will be measured at 25% of discharges; and(c) all other Special Districts' (including Fire Districts' and Library Districts')population will be measured at 10% of the population served. D. Population Associated with Sheriffs. For any purpose in this Agreement in which the population associated with a lawsuit by a sheriff is used, the population will be measured at 20% of the capacity of the jail(s) operated by the sheriff. 48 E. Tax Reporting and Cooperation. I. Upon request by Janssen, the Settling States, Participating Subdivisions, and Participating Special Districts agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for Janssen to establish the statements set forth in subsection VI.E.3 to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance. 2. Without limiting the generality of subsection VLC.1, each Settling State, Participating Subdivision, and Participating Special District shall cooperate in good faith with Janssen with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. 3. The Designated State, on behalf of all Settling States, Participating Subdivisions, and Participating Special Districts, shall designate one of its officers or employees to act as the "appropriate official" within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the "Appropriate Official"). 4. For the avoidance of doubt, neither Janssen nor the Settling States, Participating Subdivisions, and Participating Special Districts make any warranty or representation to any Settling jurisdiction or Releasor as to the tax consequences of the payment of the Compensatory Restitution Amount (or any portion thereof). F. No Third-Party Beneficiaries. Except as expressly provided in this Agreement, no portion of this Agreement shall provide any rights to, or be enforceable by, any person or entity that is not a Settling State or Released Entity. No Settling State may assign or otherwise convey any right to enforce any provision of this Agreement. G. Calculation. Any figure or percentage referred to in this Agreement shall be carried to seven decimal places. H. Construction. None of the Parties and no Participating Subdivision shall be considered to be the drafter of this Agreement or of any of its provisions for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Agreement. The headings of the provisions of this Agreement are not binding and are for reference only and do not limit, expand, or otherwise affect the contents or meaning of this Agreement. L Cooperation. Each Party and each Participating Subdivision agrees to use its best efforts and to cooperate with the other Parties and Participating Subdivisions to cause this Agreement and the Consent Judgments to become effective, to obtain all necessary approvals, consents and authorizations, if any, and to execute all documents and to take such other action as may be appropriate in connection herewith. Consistent with the foregoing, each Party and each Participating Subdivision agrees that it will not directly or indirectly assist or encourage any challenge to this Agreement or any Consent Judgment 49 by any other person, and will support the integrity and enforcement of the terms of this Agreement and the Consent Judgments. J. Entire Agreement. This Agreement, its exhibits and any other attachments, including the attorneys' fees and cost agreement in Exhibit R, embodies the entire agreement and understanding between and among the Parties and Participating Subdivisions relating to the subject matter hereof and supersedes (1) all prior agreements and understandings relating to such subject matter, whether written or oral and (2) all purportedly contemporaneous oral agreements and understandings relating to such subject matter. K. Execution. This Agreement may be executed in counterparts and by different signatories on separate counterparts, each of which shall be deemed an original, but all of which shall together be one and the same Agreement. One or more counterparts of this Agreement may be delivered by facsimile or electronic transmission with the intent that it or they shall constitute an original counterpart hereof. One or more counterparts of this Agreement may be signed by electronic signature. L. Good Faith and Voluntary Entry. Each Party warrants and represents that it negotiated the terms of this Agreement in good faith. Each of the Parties and signatories to this Agreement warrants and represents that it freely and voluntarily entered into this Agreement without any degree of duress or compulsion. The Parties state that no promise of any kind or nature whatsoever (other than the written terms of this Agreement) was made to them to induce them to enter into this Agreement. M. No Prevailing Party. The Parties each agree that they are not the prevailing party in this action, for purposes of any claim for fees, costs, or expenses as prevailing parties arising under common law or under the terms of any statute, because the Parties have reached a good faith settlement. The Parties each further waive any right to challenge or contest the validity of this Agreement on any ground, including, without limitation, that any term is unconstitutional or is preempted by, or in conflict with, any current or future law. N. Non-Admissibility. The settlement negotiations resulting in this Agreement have been undertaken by the Parties and by certain representatives of the Participating Subdivisions in good faith and for settlement purposes only, and no evidence of negotiations or discussions underlying this Agreement shall be offered or received in evidence in any action or proceeding for any purpose. This Agreement shall not be offered or received in evidence in any action or proceeding for any purpose other than in an action or proceeding arising under or relating to this Agreement. O. Notices. All notices or other communications under this Agreement shall be in writing (including but not limited to electronic communications) and shall be given to the recipients indicated below: 50 1. For the Attorney(s) General: Ashley Moody, Attorney General State of Florida The Capitol, PL-01 Tallahassee, FL 32399 Josh Stein, Attorney General North Carolina Department of Justice Attn: Daniel Mosteller PO Box 629 Raleigh,NC 27602 Dmosteller@ncdoj.gov 2. For the Plaintiffs' Executive Committee: Paul F. Farrell Farrell Law P.O. Box 1180 Huntington, WW 25714-1180 Jayne Conroy Simmons Hanly Conroy LLC 112 Madison Avenue, 7th Floor New York,NY 10016-7416 JConroy@simmonsfinn.com Joseph F. Rice Motley Rice LLC 28 Bridgeside Blvd. Mount Pleasant, SC 29464 jrice@motleyrice.com Peter Mougey Levin Papantonio Rafferty 316 South Baylen St. Pensacola, FL 32502 pmougey@levinlaw.com Paul J. Geller Robbins Geller Rudman&Dowd LLP 120 East Palmetto Park Road Boca Raton, FL 33432 PGeller@rgrdlaw.com 51 3. For Janssen: Charles C. Lifland O'Melveny & Myers LLP 400 South Hope Street, 18th Floor Los Angeles, CA 90071 Phone: (213) 430-6000 clifland@omm.com Daniel R. Suvor O'Melveny & Myers LLP 400 South Hope Street, 18th Floor Los Angeles, CA 90071 Phone: (213) 430-6000 dsuvor@omm.com Any Party or the Plaintiffs' Executive Committee may change or add the contact information of the persons designated to receive notice on its behalf by notice given (effective upon the giving of such notice) as provided in this subsection. P. No Waiver. The waiver of any rights conferred hereunder shall be effective only if made by written instrument executed by the waiving Party or Parties. The waiver by any Party of any breach of this Agreement shall not be deemed to be or construed as a waiver of any other breach, whether prior, subsequent, or contemporaneous, nor shall such waiver be deemed to be or construed as a waiver by any other Party. Q. Preservation of Privilege. Nothing contained in this Agreement or any Consent Judgment, and no act required to be performed pursuant to this Agreement or any Consent Judgment, is intended to constitute, cause, or effect any waiver(in whole or in part) of any attorney-client privilege, work product protection, or common interest/joint defense privilege, and each Party agrees that it shall not make or cause to be made in any forum any assertion to the contrary. R. Successors. This Agreement shall be binding upon, and inure to the benefit of, Janssen and its respective successors and assigns. Janssen shall not sell the majority of its voting stock or substantially all its assets without obtaining the acquiror's agreement that it will constitute a successor with respect to Janssen's obligations under this Agreement. S. Modification, Amendment, Alteration. After the Reference Date, any modification, amendment, or alteration of this Agreement by the Parties shall be binding only if evidenced in writing signed by Janssen along with the signatures of at least thirty-seven (37) of those then-serving Attorneys General of the Settling States along with a representation from each Attorney General that either: (1) the advisory committee or similar entity established or recognized by that Settling State (either pursuant to subsection VI.E.2, by a State-Subdivision Agreement, or by statute) voted in favor of the modification, amendment, or alteration of this Agreement including at least one Participating Subdivision-appointed member; or (2) in States without any advisory committee, that 5 0.1% of the Participating Subdivisions by population expressed approval of the modification, amendment, or alteration of this Agreement in writing. 52 Provided, however, in the event the modification, amendment, or alteration relates to injunctive relief, interstate allocation between the Settling States, intrastate allocation in a particular Settling State, or fees or costs of Settling States and Participating Subdivisions, then every Settling State and each Participating Subdivision affected by that modification, amendment, or alteration must assent in writing. Provided further that, in the event the modification, amendment, or alteration relates to injunctive relief, then such amendment, modification, or alteration of injunctive relief against Janssen will not be effective unless and until any Consent Judgment is modified by a court of competent jurisdiction, except as otherwise provided by the Injunctive Terms. T. Termination. 1. Unless otherwise agreed to by Janssen and the Settling State in question, this Agreement and all of its terms (except subsection XIILN and any other non- admissibility provisions, which shall continue in full force and effect) shall be canceled and terminated with respect to the Settling State, and the Agreement and all orders issued by the courts in the Settling State pursuant to the Agreement shall become null and void and of no effect if one or more of the following conditions applies: a. A Consent Judgment approving this Agreement without modification of any of the Agreement's terms has not been entered as to the Settling State by a court of competent jurisdiction on or before one hundred eighty(180) days after the Effective Date; or b. This Agreement or the Consent Judgment as to that Settling State has been disapproved by a court of competent jurisdiction to which it was presented for approval and/or entry (or, in the event of an appeal from or review of a decision of such a court to approve this Agreement and the Consent Judgment, by the court hearing such appeal or conducting such review), and the time to appeal from such disapproval has expired, or, in the event of an appeal from such disapproval, the appeal has been dismissed or the disapproval has been affirmed by the court of last resort to which such appeal has been taken and such dismissal or disapproval has become no longer subject to further appeal (including, without limitation, review by the United States Supreme Court). 2. If this Agreement is terminated with respect to a Settling State and its Participating Subdivisions for whatever reason pursuant to subsection XIILT.1, then: a. An applicable statute of limitation or any similar time requirement (excluding any statute of repose) shall be tolled from the date the Settling State signed this Agreement until the later of the time permitted by applicable law or for one year from the date of such termination, with the effect that Janssen and the Settling State in question shall be in the same 53 position with respect to the statute of limitation as they were at the time the Settling State filed its action; and b. Janssen and the Settling State and its Participating Subdivisions in question shall jointly move the relevant court of competent jurisdiction for an order reinstating the actions and claims dismissed pursuant to the terms of this Agreement governing dismissal, with the effect that Janssen and the Settling State and its Participating Subdivisions in question shall be in the same position with respect to those actions and claims as they were at the time the action or claim was stayed or dismissed. 3. Unless Janssen and the Enforcement Committee agree otherwise, this Agreement, with the exception of the Injunctive Relief Terms that have their own provisions on duration, shall terminate as to all Parties as of the Payment Date for Payment Year 9,provided that Janssen has performed its payment obligations under the Agreement as of that date. Notwithstanding any other provision in this Agreement, all releases under this Agreement will remain effective despite any termination under this paragraph. U. Governing Law. Except(1) as otherwise provided in the Agreement or(2) as necessary, in the sole judgment of the National Arbitration Panel, to promote uniformity of interpretation for matters within the scope of the National Arbitration Panel's authority, this Agreement shall be governed by and interpreted in accordance with the respective laws of the Settling State, without regard to the conflict of law rules of such Settling State, that is seeking to enforce the Agreement against Janssen or against which Janssen is seeking enforcement. Notwithstanding any other provision in this subsection on governing law, any disputes relating to the Settlement Fund Escrow shall be governed by and interpreted in accordance with the law of the state where the escrow agent has its primary place of business. 54 EXHIBIT A Alleged Harms The following export reports that were filed in connection with the case captioned In re National Prescription Opiate Litigation,No. 1-17-md-02804 (N.D. Ohio): 1. Expert report of Professor David Cutler, dated March 25, 2019. 2. Expert report of Dr. Jeffrey B. Liebman, dated March 25, 2019. 3. Expert report of Professor Thomas McGuire regarding damages to Bellwethers, dated March 25, 2019. 4. Report of Professor Thomas McGuire regarding public nuisance, dated March 25, 2019. 55 EXHIBIT B Enforcement Committee Organization Bylaws ARTICLE I These bylaws constitute the code of rules adopted by the Settling States and Participating Subdivisions for the creation of an Enforcement Committee(the"Committee")to exist and operate during the term of the Agreement in connection with Janssen and shall control the regulation and management of the Committee's affairs. ARTICLE II Purpose The Committee is organized for the sole purpose of evaluating and taking such action as deemed reasonable, necessary, and appropriate by the members of the Committee on the matters delegated to the Committee under that certain Settlement Agreement between the Settling States and Janssen dated July 21, 2021. ARTICLE III Members of the Committee (1) Number of Members The Committee will consist of seventeen (17) members (the "Members"). Upon majority resolution of the Committee, the number of Members may be increased or decreased from time to time,but in no event shall a decrease have the effect of decreasing the total number of Members to less than seven Members. (2) Initial Members The Committee initially will consist of eleven Settling State Members and six Participating Subdivision Members; three of the Participating Subdivisions shall be counties and three shall be municipalities. The initial Settling State Members are representatives from: Connecticut,Delaware,Florida,Georgia,Massachusetts,New York,North Carolina,Ohio, Pennsylvania, Tennessee, and Texas. The initial Participating Subdivision Members are: (a) Bexar County, Texas; (b) Broward County, Florida; (c) Chicago, Illinois; (d) Cincinnati, Ohio; (e) Nashville, Tennessee; and (f) Nassau County, New York. Until the Reference Date contained in the Settlement Agreement,the Participating Subdivisions may designate their outside counsel to serve as their representative. After the Reference Date, an employee or official of the Participating Subdivision must be the designated as the representative of the Participating Subdivision. (3) Term of Members The term of office for Members of the Committee will be until the end of the term of the Settlement Agreement, nine (9) years, unless and until a Member withdraws or resigns from the Committee. 56 (4) Resignation Any Member may resign at any time by delivering written notice to the Chairperson of the Committee. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice. (5) Removal (a) Any Member may be removed without cause, at any time, by a majority of the entire Committee, at a Regular or Special Meeting called for that purpose. Any Member under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place. (b) In the event that any Member is not a Settling State or a Participating Subdivision or the Member subsequently becomes a Later Litigating Subdivision, the Member shall be removed immediately without notice or vote of the Committee. (6) Vacancies In the event of a vacancy, the Members of the same type (Settling State or Participating Subdivision) shall select another Settling State or Participating Subdivision to fill that Member's position. (7) Compensation Members shall not receive any salaries or other compensation for their services, but, by resolution of the Committee, may be reimbursed for any actual expenses incurred in the performance of their duties for the Committee, as long as a majority of disinterested Members approve the reimbursement. Any reimbursement shall be sought from the Settlement Fund Administrator. ARTICLE IV Conflicts of Interest and Code of Ethics If a Member, agent, or employee of the Committee has a conflict of interest, he or she may not participate in a vote, discussion, or decision about the matter. Each Member shall follow any applicable state or local law with respect to conflicts, gifts, and ethics. ARTICLE V Committee Meetings (1) Place of Meetings Meetings of the Committee will be held at any place that the Chairperson may designate, including by telephonic or electronic means. (2) Regular Meetings Regular meetings of the Committee shall be held as deemed necessary by the Chairperson or any three members. 57 (3) Notice of Meetings Written notice of the date, time,place and subject of each meeting must be provided to the Members at least 72 hours before the scheduled time of the meeting, except when there is an emergency or urgent public necessity. (4) Quorum A majority of the incumbent Members (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. (5) Voting and Proxy When it is necessary to vote on any matter before the Committee, Members may vote by electronic means as provided in these Bylaws. Proxy voting is permitted. In order for a matter to pass, the matter must have a majority vote of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum,but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote. (6) Minutes The Committee shall prepare and keep minutes. The minutes must state the subject of each deliberation and indicate each vote, order, decision, or other action taken. ARTICLE VI Officers (1) Roster of Officers The Committee shall have a Chairperson, a Vice Chairperson, and a Secretary. The Committee may have at its discretion, such other officers as may be appointed by the Members of the Committee. One person may hold two or more offices, except those serving as Chairperson. (2) Election and Removal of Officers All officers shall serve two-year terms. The election shall be conducted at the first meeting of the fiscal year. Officers shall remain in office until their successors have been selected. Officers may serve consecutive terms without limit. The election of officers shall be by majority vote of the Members of the Committee attending the meeting. (3) Vacancies If a vacancy occurs during the term of office for any elected officer, the Members of the Committee shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of Members present. (4) Chairperson The Chairperson will supervise and control the affairs of the Committee and shall exercise such supervisory powers as may be given him/her by the Members of the Committee. The Chairperson will perform all duties incident to such office and such other duties as may be provided in these bylaws or as may be prescribed from time to time by the Committee. The 58 Chairperson shall preside at all meetings and shall exercise parliamentary control in accordance with Robert's Rules of Order. (5) Vice Chairperson The Vice Chairperson shall act in place of the Chairperson in the event of the Chairperson's absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the Committee. The Vice Chairperson shall serve as the parliamentarian and interpret any ambiguities of the bylaws. (6) Secretary The Secretary will keep and maintain all records related to the Committee and take minutes of all meetings. (7) Records All elected officers and committee chairpersons shall relinquish their records to the Chairperson immediately upon the completion of their term of office or completion of a proj ect. (8) Resignation An officer may resign the office while not resigning membership from the Committee, by submitting a letter to the Chairperson. Vacancies occurring in any office shall be appointed for the remainder of the term. ARTICLE VII Duties (1) Prior to the Reference Date The Committee shall be responsible for any additional negotiations with Janssen, including, but not limited to, negotiating extensions of any periods created by the Settlement Agreement. (2) After the Enforcement Date The Committee shall establish procedures for the receipt of notices that a dispute exists concerning the Agreement and review of such disputes, pursuant to Section XII of the Agreement. Members may engage with Janssen, Settling States, and Participating Subdivisions attempting to resolve any dispute without further action by the Committee. The Committee may request additional information from Janssen, Settling States, and Participating Subdivisions to the extent the Committee believes such information is necessary to understand, resolve, or provide advice related to a dispute. The Committee shall endeavor to provide advice relative to the dispute no later than 60 days after receipt of notice. 59 ARTICLE VIII Rules of Procedure The proceedings and business of the Committee shall be governed by Robert's Rules of Order unless otherwise waived by the Committee. ARTICLE IX Operations (1) Records The Committee will keep correct and complete records and will also keep minutes of the proceedings of the Committee meetings and Committees. The Committee will keep such records at its principal place of business at a place designated by the Chairperson. All elected officers and committee chairpersons shall relinquish their records to the Chairperson, immediately upon the completion of their term of office. (2) Inspection of Books and Records The minutes of a meeting are public records and shall be available for public inspection and copying on request to the Committee's Chairperson or the Chairperson's designee. (3) Amendments The bylaws may be amended at any time by a vote of a majority of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum, but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote. 60 EXHIBIT C Liti2atini! Subdivision List [Will be added by Janssen prior to Preliminary Agreement Date] 61 EXHIBIT D [Intentionally Omitted] 62 EXHIBIT E List of Opioid Remediation Uses Schedule A Core Strategies States and Qualifying Block Grantees shall choose from among the abatement strategies listed in Schedule B. However, priority shall be given to the following core abatement strategies ("Core Strategies").1 A. NALOXONE OR OTHER FDA-APPROVED DRUG TO REVERSE OPIOID OVERDOSES 1. Expand training for first responders, schools, community support groups and families; and 2. Increase distribution to individuals who are uninsured or whose insurance does not cover the needed service. B. MEDICATION-ASSISTED TREATMENT ("MAT") DISTRIBUTION AND OTHER OPIOID-RELATED TREATMENT 1. Increase distribution of MAT to individuals who are uninsured or whose insurance does not cover the needed service; 2. Provide education to school-based and youth-focused programs that discourage or prevent misuse; 3. Provide MAT education and awareness training to healthcare providers, EMTs, law enforcement, and other first responders; and 4. Provide treatment and recovery support services such as residential and inpatient treatment, intensive outpatient treatment, outpatient therapy or counseling, and recovery housing that allow or integrate medication and with other support services. ' As used in this Schedule A,words like"expand,""fund,""provide"or the like shall not indicate a preference for new or existing programs. 63 C. PREGNANT & POSTPARTUM WOMEN 1. Expand Screening, Brief Intervention, and Referral to Treatment("SBIRT') services to non-Medicaid eligible or uninsured pregnant women; 2. Expand comprehensive evidence-based treatment and recovery services, including MAT, for women with co- occurring Opioid Use Disorder("OUD") and other Substance Use Disorder("SUD")/Mental Health disorders for uninsured individuals for up to 12 months postpartum; and 3. Provide comprehensive wrap-around services to individuals with OUD, including housing, transportation,job placement/training, and childcare. D. EXPANDING TREATMENT FOR NEONATAL ABSTINENCE SYNDROME ("NAS") 1. Expand comprehensive evidence-based and recovery support for NAS babies; 2. Expand services for better continuum of care with infant- need dyad; and 3. Expand long-term treatment and services for medical monitoring of NAS babies and their families. E. EXPANSION OF WARM HAND-OFF PROGRAMS AND RECOVERY SERVICES 1. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments; 2. Expand warm hand-off services to transition to recovery services; 3. Broaden scope of recovery services to include co-occurring SUD or mental health conditions; 4. Provide comprehensive wrap-around services to individuals in recovery, including housing, transportation,job placement/training, and childcare; and 5. Hire additional social workers or other behavioral health workers to facilitate expansions above. 64 F. TREATMENT FOR INCARCERATED POPULATION 1. Provide evidence-based treatment and recovery support, including MAT for persons with OUD and co-occurring SUD/MH disorders within and transitioning out of the criminal justice system; and 2. Increase funding for jails to provide treatment to inmates with OUD. G. PREVENTION PROGRAMS 1. Funding for media campaigns to prevent opioid use (similar to the FDA's "Real Cost" campaign to prevent youth from misusing tobacco); 2. Funding for evidence-based prevention programs in schools; 3. Funding for medical provider education and outreach regarding best prescribing practices for opioids consistent with the 2016 CDC guidelines, including providers at hospitals (academic detailing); 4. Funding for community drug disposal programs; and 5. Funding and training for first responders to participate in pre- arrest diversion programs, post-overdose response teams, or similar strategies that connect at-risk individuals to behavioral health services and supports. H. EXPANDING SYRINGE SERVICE PROGRAMS 1. Provide comprehensive syringe services programs with more wrap-around services, including linkage to OUD treatment, access to sterile syringes and linkage to care and treatment of infectious diseases. I. EVIDENCE-BASED DATA COLLECTION AND RESEARCH ANALYZING THE EFFECTIVENESS OF THE ABATEMENT STRATEGIES WITHIN THE STATE 65 Schedule B Approved Uses Support treatment of Opioid Use Disorder(OUD) and any co-occurring Substance Use Disorder or Mental Health (SUD/MH) conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following: PART ONE: TREATMENT A. TREAT OPIOID USE DISORDER (OUD) Support treatment of Opioid Use Disorder("OUD") and any co-occurring Substance Use Disorder or Mental Health("SUD/MH ) conditions through evidence-based or evidence- informed programs or strategies that may include, but are not limited to, those that:2 1. Expand availability of treatment for OUD and any co-occurring SUD/MH conditions, including all forms of Medication-Assisted Treatment("MAT') approved by the U.S. Food and Drug Administration. 2. Support and reimburse evidence-based services that adhere to the American Society of Addiction Medicine ("ASAM') continuum of care for OUD and any co-occurring SUD/MH conditions. 3. Expand telehealth to increase access to treatment for OUD and any co-occurring SUD/MH conditions, including MAT, as well as counseling, psychiatric support, and other treatment and recovery support services. 4. Improve oversight of Opioid Treatment Programs ("OTPs")to assure evidence-based or evidence-informed practices such as adequate methadone dosing and low threshold approaches to treatment. 5. Support mobile intervention, treatment, and recovery services, offered by qualified professionals and service providers, such as peer recovery coaches, for persons with OUD and any co-occurring SUD/MH conditions and for persons who have experienced an opioid overdose. 6. Provide treatment of trauma for individuals with OUD (e.g., violence, sexual assault, human trafficking, or adverse childhood experiences) and family members (e.g., surviving family members after an overdose or overdose fatality), and training of health care personnel to identify and address such trauma. 7. Support evidence-based withdrawal management services for people with OUD and any co-occurring mental health conditions. As used in this Schedule B,words like"expand,""fund,""provide"or the like shall not indicate a preference for new or existing programs. 66 8. Provide training on MAT for health care providers, first responders, students, or other supporting professionals, such as peer recovery coaches or recovery outreach specialists, including telementoring to assist community-based providers in rural or underserved areas. 9. Support workforce development for addiction professionals who work with persons with OUD and any co-occurring SUD/MH conditions. 10. Offer fellowships for addiction medicine specialists for direct patient care, instructors, and clinical research for treatments. 11. Offer scholarships and supports for behavioral health practitioners or workers involved in addressing OUD and any co-occurring SUD/MH or mental health conditions, including, but not limited to, training, scholarships, fellowships, loan repayment programs, or other incentives for providers to work in rural or underserved areas. 12. Provide funding and training for clinicians to obtain a waiver under the federal Drug Addiction Treatment Act of 2000 ("DATA 2000") to prescribe MAT for OUD, and provide technical assistance and professional support to clinicians who have obtained a DATA 2000 waiver. 13. Disseminate web-based training curricula, such as the American Academy of Addiction Psychiatry's Provider Clinical Support Service—Opioids web-based training curriculum and motivational interviewing. 14. Develop and disseminate new curricula, such as the American Academy of Addiction Psychiatry's Provider Clinical Support Service for Medication—Assisted Treatment. B. SUPPORT PEOPLE IN TREATMENT AND RECOVERY Support people in recovery from OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the programs or strategies that: 1. Provide comprehensive wrap-around services to individuals with OUD and any co- occurring SUD/MH conditions, including housing, transportation, education,job placement,job training, or childcare. 2. Provide the full continuum of care of treatment and recovery services for OUD and any co-occurring SUD/MH conditions, including supportive housing, peer support services and counseling, community navigators, case management, and connections to community-based services. 3. Provide counseling, peer-support, recovery case management and residential treatment with access to medications for those who need it to persons with OUD and any co-occurring SUD/MH conditions. 67 4. Provide access to housing for people with OUD and any co-occurring SUD/MH conditions, including supportive housing, recovery housing, housing assistance programs, training for housing providers, or recovery housing programs that allow or integrate FDA-approved mediation with other support services. 5. Provide community support services, including social and legal services, to assist in deinstitutionalizing persons with OUD and any co-occurring SUD/MH conditions. 6. Support or expand peer-recovery centers, which may include support groups, social events, computer access, or other services for persons with OUD and any co- occurring SUD/MH conditions. 7. Provide or support transportation to treatment or recovery programs or services for persons with OUD and any co-occurring SUD/MH conditions. 8. Provide employment training or educational services for persons in treatment for or recovery from OUD and any co-occurring SUD/MH conditions. 9. Identify successful recovery programs such as physician, pilot, and college recovery programs, and provide support and technical assistance to increase the number and capacity of high-quality programs to help those in recovery. 10. Engage non-profits, faith-based communities, and community coalitions to support people in treatment and recovery and to support family members in their efforts to support the person with OUD in the family. 11. Provide training and development of procedures for government staff to appropriately interact and provide social and other services to individuals with or in recovery from OUD, including reducing stigma. 12. Support stigma reduction efforts regarding treatment and support for persons with OUD, including reducing the stigma on effective treatment. 13. Create or support culturally appropriate services and programs for persons with OUD and any co-occurring SUD/MH conditions, including new Americans. 14. Create and/or support recovery high schools. 15. Hire or train behavioral health workers to provide or expand any of the services or supports listed above. C. CONNECT PEOPLE WHO NEED HELP TO THE HELP THEY NEED (CONNECTIONS TO CARE) Provide connections to care for people who have—or are at risk of developing—OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that: 68 I. Ensure that health care providers are screening for OUD and other risk factors and know how to appropriately counsel and treat(or refer if necessary) a patient for OUD treatment. 2. Fund SBIRT programs to reduce the transition from use to disorders, including SBIRT services to pregnant women who are uninsured or not eligible for Medicaid. 3. Provide training and long-term implementation of SBIRT in key systems (health, schools, colleges, criminal justice, and probation), with a focus on youth and young adults when transition from misuse to opioid disorder is common. 4. Purchase automated versions of SBIRT and support ongoing costs of the technology. 5. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments. 6. Provide training for emergency room personnel treating opioid overdose patients on post-discharge planning, including community referrals for MAT, recovery case management or support services. 7. Support hospital programs that transition persons with OUD and any co-occurring SUD/MH conditions, or persons who have experienced an opioid overdose, into clinically appropriate follow-up care through a bridge clinic or similar approach. 8. Support crisis stabilization centers that serve as an alternative to hospital emergency departments for persons with OUD and any co-occurring SUD/MH conditions or persons that have experienced an opioid overdose. 9. Support the work of Emergency Medical Systems, including peer support specialists, to connect individuals to treatment or other appropriate services following an opioid overdose or other opioid-related adverse event. 10. Provide funding for peer support specialists or recovery coaches in emergency departments, detox facilities, recovery centers, recovery housing, or similar settings; offer services, supports, or connections to care to persons with OUD and any co- occurring SUD/MH conditions or to persons who have experienced an opioid overdose. 11. Expand warm hand-off services to transition to recovery services. 12. Create or support school-based contacts that parents can engage with to seek immediate treatment services for their child; and support prevention, intervention, treatment, and recovery programs focused on young people. 13. Develop and support best practices on addressing OUD in the workplace. 14. Support assistance programs for health care providers with OUD. 69 15. Engage non-profits and the faith community as a system to support outreach for treatment. 16. Support centralized call centers that provide information and connections to appropriate services and supports for persons with OUD and any co-occurring SUD/MH conditions. D. ADDRESS THE NEEDS OF CRIMINAL JUSTICE-INVOLVED PERSONS Address the needs of persons with OUD and any co-occurring SUD/MH conditions who are involved in, are at risk of becoming involved in, or are transitioning out of the criminal justice system through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that: 1. Support pre-arrest or pre-arraignment diversion and deflection strategies for persons with OUD and any co-occurring SUD/MH conditions, including established strategies such as: 1. Self-referral strategies such as the Angel Programs or the Police Assisted Addiction Recovery Initiative ("PAARP'); 2. Active outreach strategies such as the Drug Abuse Response Team ("DART") model; 3. "Naloxone Plus" strategies, which work to ensure that individuals who have received naloxone to reverse the effects of an overdose are then linked to treatment programs or other appropriate services; 4. Officer prevention strategies, such as the Law Enforcement Assisted Diversion ("LEAD") model; 5. Officer intervention strategies such as the Leon County, Florida Adult Civil Citation Network or the Chicago Westside Narcotics Diversion to Treatment Initiative; or 6. Co-responder and/or alternative responder models to address OUD-related 911 calls with greater SUD expertise. 2. Support pre-trial services that connect individuals with OUD and any co-occurring SUD/MH conditions to evidence-informed treatment, including MAT, and related services. 3. Support treatment and recovery courts that provide evidence-based options for persons with OUD and any co-occurring SUD/MH conditions. 4. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co- occurring SUD/MH conditions who are incarcerated in jail or prison. 70 5. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co- occurring SUD/MH conditions who are leaving jail or prison or have recently left jail or prison, are on probation or parole, are under community corrections supervision, or are in re-entry programs or facilities. 6. Support critical time interventions ("CTP'), particularly for individuals living with dual-diagnosis OUD/serious mental illness, and services for individuals who face immediate risks and service needs and risks upon release from correctional settings. 7. Provide training on best practices for addressing the needs of criminal justice- involved persons with OUD and any co-occurring SUD/MH conditions to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, harm reduction, case management, or other services offered in connection with any of the strategies described in this section. E. ADDRESS THE NEEDS OF PREGNANT OR PARENTING WOMEN AND THEIR FAMILIES, INCLUDING BABIES WITH NEONATAL ABSTINENCE SYNDROME Address the needs of pregnant or parenting women with OUD and any co-occurring SUD/MH conditions, and the needs of their families, including babies with neonatal abstinence syndrome ("NAS"), through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that: 1. Support evidence-based or evidence-informed treatment, including MAT, recovery services and supports, and prevention services for pregnant women—or women who could become pregnant—who have OUD and any co-occurring SUD/MH conditions, and other measures to educate and provide support to families affected by Neonatal Abstinence Syndrome. 2. Expand comprehensive evidence-based treatment and recovery services, including MAT, for uninsured women with OUD and any co-occurring SUD/MH conditions for up to 12 months postpartum. 3. Provide training for obstetricians or other healthcare personnel who work with pregnant women and their families regarding treatment of OUD and any co-occurring SUD/MH conditions. 4. Expand comprehensive evidence-based treatment and recovery support for NAS babies; expand services for better continuum of care with infant-need dyad; and expand long-term treatment and services for medical monitoring of NAS babies and their families. 5. Provide training to health care providers who work with pregnant or parenting women on best practices for compliance with federal requirements that children born with NAS get referred to appropriate services and receive a plan of safe care. 71 6. Provide child and family supports for parenting women with OUD and any co- occurring SUD/MH conditions. 7. Provide enhanced family support and child care services for parents with OUD and any co-occurring SUD/MH conditions. 8. Provide enhanced support for children and family members suffering trauma as a result of addiction in the family; and offer trauma-informed behavioral health treatment for adverse childhood events. 9. Offer home-based wrap-around services to persons with OUD and any co-occurring SUD/MH conditions, including, but not limited to,parent skills training. 10. Provide support for Children's Services—Fund additional positions and services, including supportive housing and other residential services, relating to children being removed from the home and/or placed in foster care due to custodial opioid use. PART TWO: PREVENTION F. PREVENT OVER-PRESCRIBING AND ENSURE APPROPRIATE PRESCRIBING AND DISPENSING OF OPIOIDS Support efforts to prevent over-prescribing and ensure appropriate prescribing and dispensing of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following: 1. Funding medical provider education and outreach regarding best prescribing practices for opioids consistent with the Guidelines for Prescribing Opioids for Chronic Pain from the U.S. Centers for Disease Control and Prevention, including providers at hospitals (academic detailing). 2. Training for health care providers regarding safe and responsible opioid prescribing, dosing, and tapering patients off opioids. 3. Continuing Medical Education (CME) on appropriate prescribing of opioids. 4. Providing Support for non-opioid pain treatment alternatives, including training providers to offer or refer to multi-modal, evidence-informed treatment of pain. 5. Supporting enhancements or improvements to Prescription Drug Monitoring Programs ("PDMPs"), including, but not limited to, improvements that: 1. Increase the number of prescribers using PDMPs; 2. Improve point-of-care decision-making by increasing the quantity, quality, or format of data available to prescribers using PDMPs, by improving the interface that prescribers use to access PDMP data, or both; or 72 3. Enable states to use PDMP data in support of surveillance or intervention strategies, including MAT referrals and follow-up for individuals identified within PDMP data as likely to experience OUD in a manner that complies with all relevant privacy and security laws and rules. 6. Ensuring PDMPs incorporate available overdose/naloxone deployment data, including the United States Department of Transportation's Emergency Medical Technician overdose database in a manner that complies with all relevant privacy and security laws and rules. 7. Increasing electronic prescribing to prevent diversion or forgery. 8. Educating dispensers on appropriate opioid dispensing. G. PREVENT MISUSE OF OPIOIDS Support efforts to discourage or prevent misuse of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following: 1. Funding media campaigns to prevent opioid misuse. 2. Corrective advertising or affirmative public education campaigns based on evidence. 3. Public education relating to drug disposal. 4. Drug take-back disposal or destruction programs. 5. Funding community anti-drug coalitions that engage in drug prevention efforts. 6. Supporting community coalitions in implementing evidence-informed prevention, such as reduced social access and physical access, stigma reduction—including staffing, educational campaigns, support for people in treatment or recovery, or training of coalitions in evidence-informed implementation, including the Strategic Prevention Framework developed by the U.S. Substance Abuse and Mental Health Services Administration ("SAMHSA"). 7. Engaging non-profits and faith-based communities as systems to support prevention. 8. Funding evidence-based prevention programs in schools or evidence-informed school and community education programs and campaigns for students, families, school employees, school athletic programs, parent-teacher and student associations, and others. 9. School-based or youth-focused programs or strategies that have demonstrated effectiveness in preventing drug misuse and seem likely to be effective in preventing the uptake and use of opioids. 73 10. Create or support community-based education or intervention services for families, youth, and adolescents at risk for OUD and any co-occurring SUD/MH conditions. 11. Support evidence-informed programs or curricula to address mental health needs of young people who may be at risk of misusing opioids or other drugs, including emotional modulation and resilience skills. 12. Support greater access to mental health services and supports for young people, including services and supports provided by school nurses, behavioral health workers or other school staff, to address mental health needs in young people that(when not properly addressed) increase the risk of opioid or another drug misuse. H. PREVENT OVERDOSE DEATHS AND OTHER HARMS (HARM REDUCTION) Support efforts to prevent or reduce overdose deaths or other opioid-related harms through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following: 1. Increased availability and distribution of naloxone and other drugs that treat overdoses for first responders, overdose patients, individuals with OUD and their friends and family members, schools, community navigators and outreach workers, persons being released from jail or prison, or other members of the general public. 2. Public health entities providing free naloxone to anyone in the community. 3. Training and education regarding naloxone and other drugs that treat overdoses for first responders, overdose patients, patients taking opioids, families, schools, community support groups, and other members of the general public. 4. Enabling school nurses and other school staff to respond to opioid overdoses, and provide them with naloxone, training, and support. 5. Expanding, improving, or developing data tracking software and applications for overdoses/naloxone revivals. 6. Public education relating to emergency responses to overdoses. 7. Public education relating to immunity and Good Samaritan laws. 8. Educating first responders regarding the existence and operation of immunity and Good Samaritan laws. 9. Syringe service programs and other evidence-informed programs to reduce harms associated with intravenous drug use, including supplies, staffing, space, peer support services, referrals to treatment, fentanyl checking, connections to care, and the full range of harm reduction and treatment services provided by these programs. 74 10. Expanding access to testing and treatment for infectious diseases such as HIV and Hepatitis C resulting from intravenous opioid use. 11. Supporting mobile units that offer or provide referrals to harm reduction services, treatment, recovery supports, health care, or other appropriate services to persons that use opioids or persons with OUD and any co-occurring SUD/MH conditions. 12. Providing training in harm reduction strategies to health care providers, students, peer recovery coaches, recovery outreach specialists, or other professionals that provide care to persons who use opioids or persons with OUD and any co-occurring SUD/MH conditions. 13. Supporting screening for fentanyl in routine clinical toxicology testing. PART THREE: OTHER STRATEGIES L FIRST RESPONDERS In addition to items in section C, D and H relating to first responders, support the following: 1. Education of law enforcement or other first responders regarding appropriate practices and precautions when dealing with fentanyl or other drugs. 2. Provision of wellness and support services for first responders and others who experience secondary trauma associated with opioid-related emergency events. J. LEADERSHIP, PLANNING AND COORDINATION Support efforts to provide leadership, planning, coordination, facilitations, training and technical assistance to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, the following: 1. Statewide, regional, local or community regional planning to identify root causes of addiction and overdose, goals for reducing harms related to the opioid epidemic, and areas and populations with the greatest needs for treatment intervention services, and to support training and technical assistance and other strategies to abate the opioid epidemic described in this opioid abatement strategy list. 2. A dashboard to (a) share reports, recommendations, or plans to spend opioid settlement funds; (b) to show how opioid settlement funds have been spent; (c) to report program or strategy outcomes; or(d) to track, share or visualize key opioid- or health-related indicators and supports as identified through collaborative statewide, regional, local or community processes. 3. Invest in infrastructure or staffing at government or not-for-profit agencies to support collaborative, cross-system coordination with the purpose of preventing 75 overprescribing, opioid misuse, or opioid overdoses, treating those with OUD and any co-occurring SUD/MH conditions, supporting them in treatment or recovery, connecting them to care, or implementing other strategies to abate the opioid epidemic described in this opioid abatement strategy list. 4. Provide resources to staff government oversight and management of opioid abatement programs. K. TRAINING In addition to the training referred to throughout this document, support training to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, those that: 1. Provide funding for staff training or networking programs and services to improve the capability of government, community, and not-for-profit entities to abate the opioid crisis. 2. Support infrastructure and staffing for collaborative cross-system coordination to prevent opioid misuse, prevent overdoses, and treat those with OUD and any co- occurring SUD/MH conditions, or implement other strategies to abate the opioid epidemic described in this opioid abatement strategy list(e.g., health care, primary care, pharmacies, PDMPs, etc.). L. RESEARCH Support opioid abatement research that may include, but is not limited to, the following: 1. Monitoring, surveillance, data collection and evaluation of programs and strategies described in this opioid abatement strategy list. 2. Research non-opioid treatment of chronic pain. 3. Research on improved service delivery for modalities such as SBIRT that demonstrate promising but mixed results in populations vulnerable to opioid use disorders. 4. Research on novel harm reduction and prevention efforts such as the provision of fentanyl test strips. 5. Research on innovative supply-side enforcement efforts such as improved detection of mail-based delivery of synthetic opioids. 6. Expanded research on swift/certain/fair models to reduce and deter opioid misuse within criminal justice populations that build upon promising approaches used to address other substances (e.g., Hawaii HOPE and Dakota 24/7). 76 7. Epidemiological surveillance of OUD-related behaviors in critical populations, including individuals entering the criminal justice system, including, but not limited to approaches modeled on the Arrestee Drug Abuse Monitoring ("ADAM') system. 8. Qualitative and quantitative research regarding public health risks and harm reduction opportunities within illicit drug markets, including surveys of market participants who sell or distribute illicit opioids. 9. Geospatial analysis of access barriers to MAT and their association with treatment engagement and treatment outcomes. 77 EXHIBIT F List of States and Overall Allocation Percentages Alabama 1.6491291250% Alaska 0.2619596435% American Samoa 0.0174609943% Arizona 2.3755949882% Arkansas 0.9713856799% California 9.9213830698% Colorado 1.6616291219% Connecticut 1.3399918096% Delaware 0.4951498892% District of Columbia 0.2078293111% Florida 7.0259134409% Georgia 2.7882080114% Guam 0.0513089852% Hawaii 0.3443244815% Idaho 0.5297889112% Illinois 3.3263363702% Indiana 2.2168933059% Iowa 0.7611448951% Kansas 0.8077259480% Kentucky 2.1047890943% Louisiana 1.5229786769% Maine 0.5651006743% Maryland 2.1106090494% Massachusetts 2.3035761083% Michigan 3.4020234989% Minnesota 1.2972597706% Mississippi 0.8942157086% Missouri 2.0056475170% Montana 0.3457758645% N. Mariana Islands 0.0188110001% Nebraska 0.4313919963% Nevada 1.2547155559% New Hampshire 0.6311550689% New Jersey 2.7551354545% New Mexico 0.8623532836% New York 5.3903813405% North Carolina 3.2502525994% 78 North Dakota 0.1878951417% Ohio 4.3567051408% Oklahoma 0.3053135060% Oregon 1.4309172888% Pennsylvania 4.5882419559% Puerto Rico 0.7295764154% Rhode Island 0.4942737092% South Carolina 1.5905629933% South Dakota 0.2193860923% Tennessee 2.6881474977% Texas 6.2932157196% Utah 1.1945774957% Vermont 0.2876050633% Virgin Islands 0.0343504215% Virginia 2.2801150757% Washington 2.3189040182% West Virginia 1.1438786260% Wisconsin 1.7582560561% Wyoming 0.1987475390% 79 EXHIBIT G Subdivisions Eligible to become Participating Subdivisions and Default Subdivision Fund Allocation Percentages The Subdivisions set forth on this Exhibit G are eligible to become Participating Subdivisions. By default, the Subdivisions set forth on this Exhibit G shall include: (1) all Litigating Subdivisions; (2) all counties and parishes in States with functional counties or parishes; (3) all Subdivisions that are the highest level of general purpose government in States without functional counties or parishes; and (4) all other Subdivisions with a population of 10,000 or greater. A State may elect to add any additional Subdivisions to this Exhibit G at any time prior to the Initial Participation Date. Immediately upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection VLD.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection VLD.3) that addresses allocation from the Subdivision Fund, whether before or after the Initial Participation Date, this Exhibit G will automatically be amended to reflect the allocation from the Subdivision Fund pursuant to the State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection VLD.3. For the avoidance of doubt, inclusion on this Exhibit G shall not create any claim for any amount of the Settlement Fund, and no such amounts shall be allocated or distributed to any Subdivision included herein if such Subdivision does not otherwise meet all requirements to receive any such funds pursuant to the Agreement. The Parties recognize the benefits of remediation funds reaching all communities, including through direct payments from the Subdivision Fund. However, to promote efficiency in the use of such funds and avoid administratively-burdensome disbursements that would be too small to add a meaningful abatement response, certain Subdivisions do not receive a direct allocation from the Subdivision Fund. However, such Subdivisions will benefit from Opioid Remediation in their community, and are eligible to receive direct benefits from the Abatement Accounts Fund in their State. All settlement funds, whether allocated to a Settling State, an Abatement Accounts Fund or a Subdivision listed on this Exhibit G can be used for Opioid Remediation in communities not listed herein. As provided by subsection VLD.4.c, the Allocation Percentages shown below apply to distribution of each Settling State's Subdivision Fund in the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust. The allocation that would have otherwise gone to Subdivisions not listed below as receiving a direct allocation shall be (1) directed to the county or parish in which such Subdivision is located in Settling States with functional counties or parishes if the relevant county or parish is a Participating Subdivision or(2) to the highest- level general purpose government in which such Subdivision is located in Settling States without functional counties or parishes if the relevant highest-level general purpose government is a Participating Subdivision. Where the relevant county, parish or highest-level General Purpose Government is not a Participating Subdivision, allocations of General Purpose Subdivisions not 80 listed below as eligible to become Participating Subdivisions shall be allocated pursuant to subsection VIII. The redirecting of funds described in this paragraph is intended to promote the efficient use of Opioid Remediation funds while keeping, where possible, local control of the distribution of those funds. This Exhibit G will be updated with Subdivisions eligible to become Participating Subdivisions pursuant to subsection I.77. 81 EXHIBIT H Participation Tier Determination* Participation Settling States as Percentage of Litigating Percentage of Non- Tier of the Payment Subdivisions that Are Litigating Subdivisions Date (beginning Participating with Populations over in Payment Year Subdivisions and/or 10,000 that Are 1) Subdivisions Subject to Participating Subdivisions a Bar, Case-Specific and/or Subdivisions Resolution, or Subject to a Bar, Case- Settlement Class Specific Resolution, or Resolution in effect as of Settlement Class the Payment Date resolution in effect as of (beginning in Payment the Payment Date Year 1) (beginning in Payment Year 1) 1 44 95% 90% 2 45 96% 96% 3 46 97% 97% 4 1 48 1 98% 1 97% * The following conditions apply to the determination of Participation Tiers: 1. For the sole purpose of the Participation Tier determination under this Exhibit, the States used to calculate each criterion(including the percentages of Litigating and Non- Litigating Subdivisions in Settling States that are Participating Subdivisions)will include each of the 50 states in the United States, excluding the District of Columbia, American Samoa, Guam, the Northern Mariana Islands, Puerto Rico, and the U.S. Virgin Islands. 2. Assessment of Subdivision participation percentage will be national in scope. 3. For purposes of determining Participation Tiers, "Litigating Subdivisions" includes Special Districts that have brought any Released Claims against any Released Entities. Special Districts shall have their population measured as set forth in subsection XIII.C. 4. The percentage of Litigating Subdivisions and percentage of Non-Litigating Subdivisions with populations over 10,000 will be calculated as follows: Each Litigating Subdivision and each Non-Litigating Subdivision with a population over 10,000 in the States used to calculate the Participation Tier will be assigned a metric reflecting both population and severity (the "Population-Severity Metric"). The Population-Severity Metric shall be the Subdivision's population plus the Subdivision's population multiplied by the severity factor for the State of the Subdivision(the severity factors for each State are attached as Exhibit T hereto) and then divided in two, thus giving 50%weight to each of population and population multiplied by the severity factor. The denominator for each percentage shall be the sum total of the Population-Severity Metric for all the Subdivisions in the relevant category (Litigating Subdivisions or Non-Litigating Subdivisions with 82 populations over 10,000) in the Settling States, notwithstanding that persons may be included within the population (and therefore the Population-Severity Metric) of more than one Subdivision. The numerator will be the sum total of the Population-Severity Metrics of all Subdivisions in the relevant category of Subdivision(i.e., Litigating Subdivisions or Non-Litigating Subdivisions with populations over 10,000) in the Settling States that are either Participating Subdivisions or are subject to a Bar, Case- Specific Resolution, or Settlement Class Resolution, notwithstanding that persons may be included within the population of more than one Subdivision. For the avoidance of doubt, Subdivisions in Non-Settling States are excluded from both the denominator and numerator of the calculations for the percentage of Litigating Subdivisions and percentage of Non-Litigating Subdivisions with populations over 10,000. 5. When the Participation Tier is redetermined annually, Later Participating Subdivisions described in Section VII.E.3 or Section VII.E.4 shall not be included as Participating Subdivisions, and for Subdivisions subject to a Bar, Case-Specific Resolution, or Settlement Class Resolution to be included, the Bar, Case-Specific Resolution, or Settlement Class Resolution must have been in effect both as of the relevant Payment Date and for the entire period since the prior Payment Date. 6. Subdivisions with populations over 10,000 are listed on Exhibit I. 83 EXHIBIT I Primary Subdivisions and Subdivisions over 10,000 [Distributor Agreement Exhibit I to be inserted] 84 EXHIBIT J Janssen Predecessors and Former Affiliates The following includes a non-exclusive list of Janssen's predecessors and former affiliates: 1. Janssen Pharmaceutica, Inc. 2. Janssen Pharmaceutica N.V. 3. Janssen-Cilag Manufacturing, LLC 4. Janssen Global Services, LLC 5. Janssen Ortho LLC 6. Janssen Products, LP 7. Janssen Research& Development, LLC 8. Janssen Supply Group, LLC 9. Janssen Scientific Affairs, LLC 10. JOM Pharmaceutical Services, Inc. 11. OMJ Pharmaceuticals, Inc. 12. Ortho-McNeil Finance Co. 13. Ortho-McNeil Pharmaceutical 14. Ortho-McNeil-Janssen Pharmaceuticals 15. Ortho-McNeil Pharmaceutical Services Division 16. Ortho-McNeil Neurologic 17. Patriot Pharmaceuticals, LLC 18. Pricara, Ortho-McNeil-Janssen Pharmaceuticals 19. Alza Corp. 20. Alza Development Corp. 21. Janssen Supply Chain, Alza Corp. 22. Noramco, Inc. 23. Tasmanian Alkaloids PTY LTD. 85 EXHIBIT K Settlement Participation Form Governmental Entity: State: Authorized Official: Address l: Address 2: City, State, Zip: Phone: Email: The governmental entity identified above ("Governmental Entity"), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated July 21, 2021 ("Janssen Settlement"), and acting through the undersigned authorized official, hereby elects to participate in the Janssen Settlement, release all Released Claims against all Released Entities, and agrees as follows. 1. The Governmental Entity is aware of and has reviewed the Janssen Settlement, understands that all terms in this Election and Release have the meanings defined therein, and agrees that by this Election, the Governmental Entity elects to participate in the Janssen Settlement and become a Participating Subdivision as provided therein. 2. The Governmental Entity shall, within 14 days of the Reference Date and prior to the filing of the Consent Judgment, dismiss with prejudice any Released Claims that it has filed. 3. The Governmental Entity agrees to the terms of the Janssen Settlement pertaining to Subdivisions as defined therein. 4. By agreeing to the terms of the Janssen Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date. 5. The Governmental Entity agrees to use any monies it receives through the Janssen Settlement solely for the purposes provided therein. 6. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity's state where the Consent Judgment is filed for purposes limited to that court's role as provided in, and for resolving disputes to the extent provided in, the Janssen Settlement. 7. The Governmental Entity has the right to enforce the Janssen Settlement as provided therein. 8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Janssen Settlement, including but not limited to all provisions of 86 Section IV(Release), and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Janssen Settlement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Janssen Settlement shall be a complete bar to any Released Claim. 9. In connection with the releases provided for in the Janssen Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads: General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her, would have materially affected his or her settlement with the debtor or released parry. A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities' decision to participate in the Janssen Settlement. 10. Nothing herein is intended to modify in any way the terms of the Janssen Settlement, to which Governmental Entity hereby agrees. To the extent this Election and Release is interpreted differently from the Janssen Settlement in any respect, the Janssen Settlement controls. 87 I have all necessary power and authorization to execute this Election and Release on behalf of the Governmental Entity. Signature: Name: Title: Date: 88 EXHIBIT L Settlement Fund Administrator This Exhibit L will be appended to the Agreement prior to the Initial Participation Date pursuant to subsection L66. 89 EXHIBIT M Settlement Payment Schedule Suspension Atty Fee, Payment Costs & Incentives Incentive D #/Year Additional Base A, B & C (Lookback Credit Total Applies to: Restitution (maximum) Payment) Amount Payment 1 None $103,244,576 $282,175,271 --- --- $14,580,153 $400,000,000 ED+90 days Payment 2 None --- $658,320,615 --- --- --- $658,320,615 July 2022 Payment 3 Bonus $93,629,192 --- $526,905,161 --- $71,145,032 $691,679,385 July 2023 Payment 4 Bonus $93,629,191 $259,273,971 $549,768,597 --- $47,328,241 $950,000,000 July 2024 Payment 5 Bonus $43,720,414 $262,463,219 $634,274,384 --- $59,541,983 $1,000,000,000 July 2025 Payment 6 Bonus $43,720,414 $105,720,216 $54,325,273 --- $12,900,764 $216,666,667 July 2026 Payment Bonus & 7 lookback $43,720,414 $63,074,061 $54,325,273 $42,646,154 $12,900,765 $216,666,667 July 2027 Payment Bonus & 8 lookback $43,720,414 $63,074,060 $54,325,272 $42,646,154 $12,900,766 $216,666,666 July 2028 Payment Bonus & 9 lookback --- $82,748,246 $78,371,501 $42,646,154 $12,900,766 $216,666,667 July 2029 Payment Base,bonus 10 &lookback --- $82,748,248 $78,371,500 $42,646,154 $12,900,765 $216,666,667 July 2030 Payment Base,bonus 11 & lookback --- $82,748,248 $78,371,500 $42,646,153 $12,900,765 $216,666,666 July 2031 Total $465,384,615 $1,942,346,155 $2,109,038,461 1 $213,230,769 1 $270,000,000 1 $5,000,000,000 NOTES: 1. Any adjustments to attorneys' fees and costs will be addressed in the separate attorneys' fees and costs agreement. 90 2. The attorneys' fees and costs included in the schedule include the Additional Restitution Amount, which will be paid in lieu of attorneys' fees to Settling States listed on Exhibit N. 3. Any offsets under Section V would also be deducted from the base, Incentive B & C maximum, and Incentive D lookback payments and applied proportionately to all payments. 4. Accelerated payments for Incentive A would adjust figures for base and Incentive B & C payments. 5. The dates of payments shown on the schedule are approximate, and will be determined by subsection V.B.1. 91 EXHIBIT N Additional Restitution Amount Allocation Alabama 2.1169269268% Alaska 0.3443798454% American Samoa 0.0219613287% Arizona 2.9452135100% California 13.1510781360% Colorado 2.1897380150% Connecticut 1.7275419499% Delaware 0.6508743856% District of Columbia 0.2811929384% Georgia 3.7040606512% Guam 0.0665280480% Hawaii 0.4710748102% Illinois 4.3924998997% Indiana 2.7750263890% Iowa 1.0610119129% Kansas 1.0960862986% Louisiana 2.0857625133% Maine 0.7470015721% Maryland 2.6658205590% Massachusetts 2.9180077435% Michigan 4.3144215263% Minnesota 1.7616910858% Missouri 2.5748706956% Montana 0.4612247807% N. Mariana Islands 0.0240110183% Nebraska 0.5931074216% New York 8.4314865530% North Carolina 4.1880762974% North Dakota 0.2646479540% Oregon 1.8098698760% Pennsylvania 5.6817646992% Rhode Island 0.6444665757% South Carolina 2.0610356358% Tennessee 3.3570652958% Texas 10.8573789344% Utah 1.5481963920% Vermont 0.3893298238% 92 Virgin Islands 0.0453295506% Virginia 3.0182689455% Wisconsin 2.2927931680% Wyoming 0.2691763371% 93 EXHIBIT O Adoption of a State-Subdivision Agreement A State-Subdivision Agreement shall be applied if it meets the requirements of Section VI and is approved by the State and by the State's Subdivisions as follows: 1. Requirements for Approval. A State-Subdivision Agreement shall be deemed as agreed to when it has been approved by the State and either (a) Subdivisions whose aggregate "Population Percentages," determined as set forth below, total more than sixty percent(60%), or(b) Subdivisions whose aggregate Population Percentages total more than fifty percent (50%) provided that these Participating Subdivisions also represent fifteen percent(15%) or more of the State's counties or parishes (or, in the case of Settling States whose counties and parishes do not function as local governments, 15% of or more of the Settling State's non-county Subdivisions), by number. 2. Approval Authority. Approval by the State shall be by the Attorney General. Approval by a Subdivision shall be by the appropriate official or legislative body pursuant to the required procedures for that Subdivision to agree to a legally binding settlement. 3. Population Percentage Calculation. For purposes of this Exhibit O only, Population Percentages shall be determined as follows: For States with functional counties or parishes', the Population Percentage of each county or parish shall be deemed to be equal to (a) (1) 200% of the population of such county or parish, minus (2) the aggregate population of all Primary Incorporated Municipalities located in such county or parish, divided by (b) 200% of the State's population. A"Primary Incorporated Municipality" means a city, town, village or other municipality incorporated under applicable state law with a population of at least 25,000 that is not located within another incorporated municipality. The Population Percentage of each Primary Incorporated Municipality shall be equal to its population (including the population of any incorporated or unincorporated municipality located therein) divided by 200% of the State's population;provided that the Population Percentage of a Primary Incorporated Municipality that is not located within a county shall be equal to 200% of its population (including the population of any incorporated or unincorporated municipality located therein) divided by 200% of the State's population. For all States that do not have functional counties or parishes, the Population Percentage of each non-county Subdivision (including any incorporated or unincorporated municipality located therein), shall be equal to its population divided by the State's population. 4. Preexisting Agreements and Statutory Provisions. A State may include with the notice to its Subdivisions an existing agreement, a proposed agreement, or statutory provisions regarding the distribution and use of settlement funds and have the acceptance of such an agreement or statutory provision be part of the requirements to be an Initial Participating Subdivision. ' Certain states do not have counties or parishes that have functional governments,including:Alaska,Connecticut, Massachusetts,Rhode Island,and Vermont. 94 5. Revised Agreements. A State-Subdivision Agreement that has been revised, supplemented, or refined shall be applied if it meets the requirements of Section VI and is approved by the State and by the State's Subdivisions pursuant to the terms above. 95 EXHIBIT P Iniunctive Relief A. Definitions Specific to this Exhibit 1. "Cancer-Related Pain Care" means care that provides relief from pain resulting from a patient's active cancer or cancer treatment as distinguished from treatment provided during remission. 2. "Janssen" means Johnson & Johnson, Janssen Pharmaceuticals, Inc., Ortho- McNeil-Janssen Pharmaceuticals, Inc., and Janssen Pharmaceutica, Inc. (collectively, "Janssen"), including all of their subsidiaries,predecessors, successors, current officers, directors, employees, representatives, agents, affiliates, parents, and assigns acting on behalf of Janssen in the United States. 3. "End-of-Life Care" means care for persons with a terminal illness or at high risk for dying in the near future in hospice care, hospitals, long-term care settings, or at home. 4. "Health Care Provider" means any U.S.-based physician or other health care practitioner who is licensed to provide health care services or to prescribe pharmaceutical products and any medical facility, practice, hospital, clinic, or pharmacy. 5. "In-Kind Support" means payment or assistance in the form of goods, commodities, services, or anything else of value. 6. "Lobby" and "Lobbying" shall have the same meaning as "lobbying activities" and "lobbying contacts" under the federal lobbying disclosure act, 2 U.S.C. § 1602 et seq., and any analogous state or local provisions governing the person or entity being lobbied. As used in this document, "Lobby" and "Lobbying" include Lobbying directly or indirectly, through grantees or Third Parties. 7. "Opioid(s)" means all naturally occurring, synthetic, or semisynthetic substances that interact with opioid receptors and act like opium. For the avoidance of doubt, the term "Opioid(s)" does not include Imodium. 8. "Opioid Product(s)" means all current and future medications containing Opioids approved by the U.S. Food& Drug Administration(FDA) and listed by the DEA as Schedule II, III, or IV drugs pursuant to the federal Controlled Substances Act (including but not limited to buprenorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine, methadone, morphine, oxycodone, oxymorphone, tapentadol, and tramadol). The term "Opioid Products(s)" shall not include (i) methadone and other substances when used exclusively to treat opioid abuse, addiction, or overdose; or(ii) raw materials, immediate precursors, and/or active pharmaceutical ingredients (APIs)used in the manufacture or study of Opioids or Opioid Products, but only when such materials, immediate precursors, and/or 96 APIs are sold or marketed exclusively to DEA-licensed manufacturers or DEA- licensed researchers. 9. "OUD" means opioid use disorder defined in the Diagnostic and Statistical Manual of Mental Disorders, Fifth Edition (DSM 5), as updated or amended. 10. "Product(s)for the Treatment of Opioid-Induced Side Effects" means any over- the-counter or prescription remedy used to treat those side effects identified on the FDA label for any Opioid Product, except that, for purposes of the Agreement, Product(s) for the Treatment of Opioid-Induced Side Effects shall not include products that treat OUD or respiratory depression. 11. "Promote," "Promoting," "Promotion," and "Promotional' means dissemination of information or other practices intended or reasonably anticipated to increase sales, prescriptions, or that attempts to influence prescribing practices in the United States. These terms shall not include the provision of scientific information or data in response to unsolicited requests from Health Care Providers or payors as allowed in subsection C.2.e-h. 12. "Third Party(ies)" means any person or entity other than Janssen or a government entity. 13. "Treatment of Pain" means the provision of therapeutic modalities to alleviate or reduce pain. 14. "Unbranded Information" means any information that does not identify a specific branded or generic product. B. Ban on Selling and Manufacturing Opioids 1. Janssen shall not manufacture or sell any Opioids or Opioid Products for distribution in the United States. Janssen represents that prior to the Effective Date, it de-listed all of its Opioid Products and no longer ships any of them to or within the United States. Janssen shall provide notice to the Settling States when the last of the inventory Janssen has shipped has expired. 2. Notwithstanding subsection B.1, above, Janssen may continue to manufacture Nucynta and Nucynta ER(collectively "Nucynta")in accordance with the terms of its April 2, 2015 contract with Depomed, Inc., rights to which were assigned to Collegium Pharmaceutical, Inc. ("Collegium") on February 13, 2020, so long as Janssen is not Promoting Nucynta, or selling Nucynta to anyone other than Collegium. Janssen shall not extend, amend, or otherwise alter the terms of its April 2, 2015 contract or enter into any similar agreement related to Nucynta or any other Opioid or Opioid Product. For the term of its April 2, 2015 contract, or until the expiration of subsection B.1, whichever is shorter, Janssen shall make an annual report to the Settling States showing the amount of Nucynta manufactured in accordance with the April 2, 2015 contract. 97 C. Ban on Promotion 1. Janssen shall not engage in Promotion of Opioids or Opioid Products including but not limited to, by: a. Employing or contracting with sales representatives or other persons to Promote Opioids or Opioid Products to Health Care Providers or patients, or to persons involved in determining the Opioid Products included in formularies; b. Using speakers, key opinion leaders, thought leaders, lecturers, and/or speaking events for Promotion of Opioids or Opioid Products; C. Sponsoring, or otherwise providing financial support or In-Kind Support to medical education programs for Promotion of Opioids-or Opioid Products; d. Creating, sponsoring, operating, controlling, or otherwise providing financial support or In-Kind Support to any website, network, and/or social or other media account for the Promotion of Opioids or Opioid Products; e. Creating, sponsoring, distributing, or otherwise providing financial support or In-Kind Support for materials Promoting Opioids or Opioid Products, including but not limited to brochures, newsletters, pamphlets, journals, books, and guides; £ Creating, sponsoring, or otherwise providing financial support or In-Kind Support for advertisements that Promote Opioids or Opioid Products, including but not limited to internet advertisements or similar content, and providing hyperlinks or otherwise directing internet traffic to advertisements; and g. Engaging in internet search engine optimization or other techniques designed to Promote Opioids or Opioid Products by improving rankings or making content appear among the top results in an internet search or otherwise be more visible or more accessible to the public on the internet. 2. Notwithstanding subsection C.I directly above, Janssen may: a. Maintain a corporate website; b. Maintain a website for any Opioid Product that contains principally the following content: the FDA-approved package insert, medication guide, and labeling, and a statement directing patients or caregivers to speak with a licensed Health Care Provider; 98 C. Provide information or support the provision of information as expressly required by law or any state or federal government agency with jurisdiction in [State]; d. Provide the following by mail, electronic mail, on or through Janssen's corporate or product websites or through other electronic or digital methods: FDA-approved package insert, medication guide, approved labeling for Opioid Products, or other prescribing information for Opioid Products that are published by a state or federal government agency with jurisdiction in [State]; e. Provide scientific and/or medical information in response to an unsolicited request by a Health Care Provider consistent with the standards set forth in the FDA's Draft Guidance for Industry,Responding to Unsolicited Requests for Off-Label Information About Prescription Drugs and Medical Devices (Dec. 2011) as updated or amended by the FDA, and Guidance for Industry, Good Reprint Practices for the Distribution of Medical Journal Articles and Medical or Scientific Reference Publications on Unapproved New Uses of Approved Drugs and Approved or Cleared Medical Devices (Jan. 2009) as updated or amended by the FDA; f. Provide a response to any unsolicited question or request from a patient or caregiver, directing the patient or caregiver to the FDA-approved labeling or to speak with a licensed Health Care Provider without describing the safety or effectiveness of Opioids or any Opioid Product or naming any specific provider or healthcare institution; or directing the patient or caregiver to speak with their insurance carrier regarding coverage of an Opioid Product; g. Provide Health Care Economic Information, as defined at 21 U.S.C. § 352(a), to a payor, formulary committee, or other similar entity with knowledge and expertise in the area of health care economic analysis consistent with standards set forth in the FDA's Draft Questions and Answers Guidance for Industry and Review Staff, Drug and Device Manufacturer Communications With Payors, Formulary Committees, and Similar Entities (Jan. 2018), as updated or amended by the FDA; h. Provide information relating solely to the pricing of any Opioid Product; i. Sponsor or provide financial support or In-Kind Support for an accredited or approved continuing medical education program required by either an FDA-approved Risk Evaluation and Mitigation Strategy (REMS)program or other federal or state law or regulation applicable in [State] through an independent Third Party, which shall be responsible for the program's content without the participation of Janssen; and j. Provide information in connection with patient support information on co- pay assistance and managing pain in End-of-Life Care and/or Cancer- 99 Related Pain Care relating to the use of Opioids for managing such pain, as long as the information identifies Janssen as the source of the information. 3. Janssen shall not engage in the Promotion of Products for the Treatment of Opioid-Induced Side Effects, including but not limited to: a. Employing or contracting with sales representatives or other persons to Promote Products for the Treatment of Opioid-Induced Side Effects to Health Care Providers or patients; b. Using speakers, key opinion leaders, thought leaders, lecturers, and/or speaking events to Promote Products for the Treatment of Opioid-Induced Side Effects; C. Sponsoring, or otherwise providing financial support or In-Kind Support to medical education programs that Promote Products for the Treatment of Opioid-Induced Side Effects; d. Creating, sponsoring, or otherwise providing financial support or In-Kind Support for advertisements that Promote Products for the Treatment of Opioid-Induced Side Effects, including but not limited to internet advertisements or similar content, and providing hyperlinks or otherwise directing internet traffic to advertisements. 4. Notwithstanding subsection C.3 directly above, Janssen may Promote Products for the Treatment of Opioid-Induced Side Effects so long as such Promotion does not associate the product with Opioids or Opioid Products. 5. Treatment of Pain a. Janssen shall not, either through Janssen or through Third Parties, engage in any conduct that Promotes the Treatment of Pain, except that Janssen may continue to Promote the Treatment of Pain with branded non- Opioids, including Tylenol and Motrin. b. Janssen shall not, either through Janssen or through Third Parties, engage in any conduct that Promotes the concept that pain is undertreated, except in connection with Promoting the use of branded non-Opioids, including Tylenol and Motrin, for the Treatment of Pain. C. Janssen shall not disseminate Unbranded Information, including Unbranded Information about a medical condition or disease state, that contains links to branded information about Opioid Products or that otherwise Promotes Opioids or Opioid Products. 100 6. Notwithstanding subsection C.5 above: a. Janssen may Promote or provide educational information about the Treatment of Pain with non-Opioids or therapies such as acetaminophen or non-steroidal anti-inflammatory drugs (NSAIDs), including Promoting or providing educational information about such non-Opioids or therapies as alternatives to Opioid use, or as part of multimodal therapy which may include Opioid use, so long as such non-Opioid Promotional or educational information does not Promote Opioids or Opioid Products. b. Janssen may provide educational information about the Treatment of Pain related to medical procedures involving devices manufactured or sold by Janssen, including educational information about Opioids or Opioid Products, so long as such information does not Promote Opioids or Opioid Products. 7. The Promotional conduct prohibited in subsection C is not prohibited insofar as it relates to the Promotion of Opioids or Opioid Products for Cancer-Related Pain Care or End-of-Life Care only, and so long as Janssen is identified as the sponsor or source of such Promotional conduct. D. No Financial Reward or Discipline Based on Volume of Opioid Sales 1. Janssen shall not provide financial incentives to its sales and marketing employees or discipline its sales and marketing employees based upon sales volume or sales quotas for Opioid Products; 2. Janssen shall not offer or pay any remuneration(including any kickback, bribe, or rebate) directly or indirectly, to any person in return for the prescribing, sale, use, or distribution of an Opioid Product; and 3. Janssen's compensation policies and procedures shall ensure compliance with the Agreement. E. Ban on Funding/Grants to Third Parties 1. Janssen shall not directly or indirectly provide financial support or In-Kind Support to any Third Party that primarily engages in conduct that Promotes Opioids, Opioid Products, or Products for the Treatment of Opioid-Induced Side Effects (subject to subsections C.2, CA, and C.6), including educational programs or websites that Promote Opioids, Opioid Products, or Products for the Treatment of Opioid-Induced Side Effects, excluding financial support otherwise required by the Agreement, a court order, or by a federal or state agency. 2. Janssen shall not create, sponsor, provide financial support or In-Kind Support to, or otherwise operate or control any medical society or patient advocacy group that primarily engages in conduct that Promotes Opioids, Opioid Products, or Products for the Treatment of Opioid-Induced Side Effects. 101 3. Janssen shall not provide links to any Third Party website or materials or otherwise distribute materials created by a Third Party for the purpose of Promoting Opioids, Opioid Products, or Products for the Treatment of Opioid- Induced Side Effects (subject to subsections C.2, C.4, and C.6). 4. Janssen shall not use, assist, or employ any Third Party to engage in any activity that Janssen itself would be prohibited from engaging in pursuant to the Agreement. To the extent Janssen supports trade groups engaged in Lobbying, Janssen shall stipulate that such support not be used for any purpose prohibited by the Agreement. 5. Janssen shall not enter into any contract or agreement with any person or entity or otherwise attempt to influence any person or entity in such a manner that has the purpose or foreseeable effect of limiting the dissemination of information regarding the risks and side effects of using Opioids. 6. Janssen shall not compensate or support Health Care Providers or organizations to advocate for formulary access or treatment guideline changes for the purpose of increasing access to any Opioid Product through third-party payors, i.e., any entity, other than an individual, that pays or reimburses for the dispensing of prescription medicines, including but not limited to managed care organizations and pharmacy benefit managers. 7. No officer or management-level employee of Janssen may concurrently serve as a director, board member, employee, agent, or officer of any entity that primarily engages in conduct that Promotes Opioids, Opioid Products, or Products for the Treatment of Opioid-Induced Side Effects. For the avoidance of doubt, nothing in this provision shall preclude an officer or management-level employee of Janssen from concurrently serving on the board of a hospital. 8. Janssen shall play no role in appointing persons to the board, or hiring persons to the staff, of any entity that primarily engages in conduct that Promotes Opioids, Opioid Products, or Products for the Treatment of Opioid-Induced Side Effects. For the avoidance of doubt, nothing in this paragraph shall prohibit Janssen from fully and accurately responding to unsolicited requests or inquiries about a person's fitness to serve as an employee or Board member at any such entity. F. Lobbying Restrictions I. Janssen shall not Lobby for the enactment of any federal, state, or local legislative or regulatory provision that: a. Encourages or requires Health Care Providers to prescribe Opioids or sanctions Health Care Providers for failing to prescribe Opioids or failing to treat pain with Opioids; b. Has the effect of limiting access to any non-Opioid alternative pain treatments; or 102 C. Pertains to the classification of any Opioid or Opioid Product as a scheduled drug under the Controlled Substances Act. 2. Janssen shall not Lobby against the enactment of any federal, state or local legislative or regulatory provision that supports: a. The use of non-pharmacologic therapy and/or non-Opioid pharmacologic therapy to treat chronic pain over or instead of Opioid use, including but not limited to third party payment or reimbursement for such therapies; b. The use and/or prescription of immediate release Opioids instead of extended release Opioids when Opioid use is initiated, including but not limited to third party reimbursement or payment for such prescriptions; C. The prescribing of the lowest effective dose of an Opioid, including but not limited to third party reimbursement or payment for such prescription; d. The limitation of initial prescriptions of Opioids to treat acute pain; e. The prescribing and other means of distribution of naloxone to minimize the risk of overdose, including but not limited to third party reimbursement or payment for naloxone; f. The use of urine testing before starting Opioid use and annual urine testing when Opioids are prescribed, including but not limited to third party reimbursement or payment for such testing; g. Evidence-based treatment(such as using medication-assisted treatment with buprenorphine or methadone in combination with behavioral therapies) for OUD, including but not limited to third party reimbursement or payment for such treatment; or h. The implementation or use of Opioid drug disposal systems. 3. Janssen shall not Lobby against the enactment of any federal, state or local legislative or regulatory provision expanding the operation or use of PDMPs, including but not limited to provisions requiring Health Care Providers to review PDMPs when Opioid use is initiated and with every prescription thereafter. 4. Notwithstanding the foregoing restrictions in subsections F.1-3, the following conduct is not restricted: a. Challenging the enforcement of or suing for declaratory or injunctive relief with respect to legislation, rules, or regulations referred to in subsection F.1; b. Communications made by Janssen in response to a statute, rule, regulation, or order requiring such communication; 103 C. Communications by a Janssen representative appearing before a federal or state legislative or administrative body, committee, or subcommittee as a result of a mandatory order or subpoena commanding that person to testify; d. Responding, in a manner consistent with the Agreement, to an unsolicited request for input on the passage of legislation or the promulgation of any rule or regulation when such request is submitted in writing specifically to Janssen from a government entity directly involved in the passage of that legislation or promulgation of that rule or regulation; or e. Lobbying for or against provisions of legislation or regulation that address other subjects in addition to those identified in subsections F.1-3, so long as the company does not support specific portions of such legislation or regulation covered by subsection F.1 or oppose specific portions of such legislation or regulation covered by subsections F.2-3. 5. Janssen shall provide notice of the prohibitions in subsection F to all employees engaged in Lobbying; shall incorporate the prohibitions in subsection F into trainings provided to Janssen employees engaged in Lobbying; and shall certify to the Settling States that it has provided such notice and trainings to Janssen employees engaged in Lobbying. G. Ban on Prescription Savings Programs 1. Janssen shall not directly or indirectly offer any discounts, coupons, rebates, or other methods which have the effect of reducing or eliminating a patient's co- payments or the cost of prescriptions (e.g., free trial prescriptions) for any Opioid Product. 2. Janssen shall not directly or indirectly provide financial support to any Third Party for discounts, coupons, rebates, or other methods which have the effect of reducing or eliminating a patient's co-payments or the cost of prescriptions (e.g., free trial prescriptions) for any Opioid Product. 3. Janssen shall not directly or indirectly assist patients, Health Care Providers, or pharmacies with the claims and/or prior authorization process required for third- party payors to approve payment for any Opioid Product. H. General Terms 1. Janssen shall not make any written or oral statement about Opioids or any Opioid Product that is unfair, false, misleading, or deceptive as defined under the law of [State]. For purposes of this paragraph, "Opioid Product" shall also include methadone and other substances when used exclusively to treat opioid abuse, addiction, or overdose. 104 2. Janssen shall not represent that Opioids or any Opioid Product(s)have approvals, characteristics, uses, benefits, or qualities that they do not have. For purposes of this paragraph, "Opioid Product" shall also include methadone and other substances when used exclusively to treat opioid abuse, addiction, or overdose. 3. For the avoidance of doubt, the Agreement shall not be construed or used as a waiver or limitation of any defense otherwise available to Janssen in any action, and nothing in the Agreement is intended to or shall be construed to prohibit Janssen in any way whatsoever from taking legal or factual positions with regard to any Opioid Product(s) in defense of litigation or other legal proceedings. 4. Upon the request of the [State] Attorney General, Janssen shall provide the [State] Attorney General with copies of the following, within thirty (30) calendar days of the request: a. Any litigation or civil or criminal law enforcement subpoenas or Civil Investigative Demands relating to Janssen's Opioid Product(s); and b. Warning or untitled letters issued by the FDA regarding Janssen's Opioid Product(s) and all correspondence between Janssen and the FDA related to such letters. 5. The Agreement applies to conduct that results in the Promotion of Opioids or Opioid Products, or the Treatment of Pain inside the United States. 6. Janssen will enter into the Agreement solely for the purpose of settlement, and nothing contained therein may be taken as or construed to be an admission or concession of any violation of law, rule, or regulation, or of any other matter of fact or law, or of any liability or wrongdoing, all of which Janssen expressly denies. No part of the Agreement, including its statements and commitments, shall constitute evidence of any liability, fault, or wrongdoing by Janssen. The Agreement is not intended for use by any third party for any purpose, including submission to any court for any purpose. 7. Nothing in the Agreement shall be construed to limit or impair Janssen's ability to: a. Communicate its positions and respond to media inquiries concerning litigation, investigations, reports or other documents or proceedings relating to Janssen or its Opioid Products. b. Maintain a website explaining its litigation positions and responding to allegations concerning its Opioid Products, including the website, www.factsaboutourprescriptionopioids.com. 105 I. Compliance with All State Laws and Regulations Relating to the Sale, Promotion, and Distribution of Any Opioid Product 1. Janssen shall comply with all applicable state laws and regulations that relate to the sale, promotion, distribution, and disposal of Opioids or Opioid Products, including conduct permitted by subsection B.2, provided that nothing in this paragraph requires Janssen to violate federal law or regulations, including but not limited to: a. [State] Controlled Substances Act, including all guidance issued by the applicable state regulator(s); b. [State] Consumer Protection Laws; C. [State] laws, regulations, and guidelines related to opioid prescribing, distribution, and disposal; and d. [State Specific Laws]. J. Clinical Data Transparency 1. Janssen agrees to continue sharing clinical trial data under the Yale University Open Data Access (YODA) Project to allow researchers qualified under the program to access the company's proprietary data under the terms of the project. 2. In the event Yale University discontinues or withdraws from the YODA Project agreement with Janssen, Janssen shall make its clinical research data regarding Opioids and Opioid Products, and any additional clinical research data that Janssen sponsors and controls regarding Opioids and Opioid Products, available to an independent entity that is the functional equivalent of the YODA Project under functionally equivalent terms. K. Enforcement 1. For the purposes of resolving disputes with respect to compliance with this Exhibit, should any of the Settling States have a reasonable basis to believe that Janssen has engaged in a practice that violates a provision of this Exhibit subsequent to the Effective Date, such Settling State shall notify Janssen in writing of the specific objection, identify with particularity the provision of the Agreement that the practice appears to violate, and give Janssen thirty (30) days to respond in writing to the notification; provided, however, that a Settling State may take any action if the Settling State believes that, because of the specific practice, a threat to health or safety of the public requires immediate action. 2. Upon receipt of written notice, Janssen shall provide a good faith written response to the Settling State's notification, containing either a statement explaining why Janssen believes it is in compliance with this Exhibit of the Agreement, or a detailed explanation of how the alleged violation occurred and a statement 106 explaining how Janssen intends to remedy the alleged breach. Nothing in this section shall be interpreted to limit the [State's] civil investigative demand ("CID") or investigative subpoena authority, to the extent such authority exists under applicable law, and Janssen reserves all of its rights in responding to a CID or investigative subpoena issued pursuant to such authority. If Janssen notifies the Settling States in writing that two or more Settling States have notified Janssen of alleged violations, the Settling States that provided notice of alleged violations shall work in good faith to collectively resolve the alleged violation with Janssen before taking any enforcement action(s). 3. The Settling States may agree, in writing, to provide Janssen with additional time beyond thirty(3 0) days to respond to a notice provided under subsection K.1, above, without Court approval. 4. Upon giving Janssen thirty (30) days to respond to the notification described above, the Settling State shall also be permitted reasonable access to inspect and copy relevant, non-privileged, non-work product records and documents in possession, custody, or control of Janssen that relate to Janssen's compliance with each provision of the Agreement pursuant to that Settling State's CID or investigative subpoena authority. 5. The Settling State may assert any claim that Janssen has violated the Agreement in a separate civil action to enforce compliance with the Agreement, or may seek any other relief afforded by law for violations of the Agreement, but only after providing Janssen an opportunity to respond to the notification described in subsection K.1, above; provided, however, the Settling State may take any action if the Settling State believes that, because of the specific practice, a threat to the health or safety of the public requires immediate action. 6. In the event of a conflict between the requirements of the Agreement and any other law, regulation, or requirement such that Janssen cannot comply with the law without violating the terms of the Agreement or being subject to adverse action, including fines and penalties, Janssen shall document such conflicts and notify the Settling State of the extent to which it will comply with the Agreement in order to eliminate the conflict within thirty (30) days of Janssen's discovery of the conflict. Janssen shall comply with the terms of the Agreement to the fullest extent possible without violating the law. 7. Janssen or any Settling State may request that Janssen and any Settling State meet and confer regarding the resolution of an actual or potential conflict between the Agreement and any other law, or between interpretations of the Agreement by different courts. Nothing herein is intended to modify or extend the jurisdiction of any single judicial authority as provided by law. L. Compliance Duration 1. Subsections B-J shall be effective for 10 years from the Effective Date. 107 2. Nothing in this Agreement shall relieve Janssen of its independent obligation to fully comply with the laws of[State] after expiration of the 10-year period specified in this subsection. M. Compliance Deadlines 1. Janssen must be in full compliance with the provisions included this Agreement by the Effective Date. Nothing herein shall be construed as permitting Janssen to avoid existing legal obligations. 108 EXHIBIT Q Non-Released Entities The following includes a non-exclusive list of non-Released Entities: 1. Actavis LLC 2. Actavis Pharma, Inc. 3. Allergan PLC 4. Allergan Finance, LLC 5. AmerisourceBergen Corporation 6. AmerisourceBergen Drug Corporation 7. Anda, Inc. 8. Cardinal Health, Inc. 9. Cephalon, Inc. 10. Collegium Pharmaceuticals 11. CVS Health Corp. 12. CVS Pharmacy, Inc. 13. Endo Pharmaceuticals Inc. 14. Endo Health Solutions Inc. 15. Mallinckrodt LLC 16. McKesson Corporation 17. McKinsey & Company Inc. 18. Par Pharmaceutical, Inc. 19. Par Pharmaceutical Companies, Inc. 20. Purdue Pharma L.P. 21. Purdue Pharma Inc. 22. SpecGx LLC 23. Teva Pharmaceuticals USA, Inc. 24. The Purdue Frederick Company 25. Walgreen Co. 26. Walgreens Boots Alliance, Inc. 27. Walmart Inc. 28. Watson Laboratories, Inc. 109 EXHIBIT R Agreement on Attorneys' Fees, Costs, and Expenses This Agreement on Attorneys' Fees, Expenses and Costs ("Fee Agreement"), is entered between Janssen and the Plaintiffs' Executive Committee appointed in the multidistrict litigation in the Northern District of Ohio, In re National Prescription Opiate Litigation,No. 1:17-MD- 2804 ("MDL PEC"), in connection with the Janssen Master Settlement Agreement("Janssen Agreement"). This Fee Agreement becomes effective on the Effective Date of the Janssen Agreement or the date that the Consent Judgments anticipated under the Janssen Agreement become final in 25 Settling States (whichever is later). However, the costs specified in paragraphs 11.1.1 and 11.1.4 of this Fee Agreement that are to be funded pre-Effective Date by Janssen are effective upon agreement in writing with Janssen. I. Definitions A. This Fee Agreement incorporates all defined terms in the Janssen Agreement, unless otherwise defined herein, and shall be interpreted in a manner consistent with the Janssen Agreement. B. "Attorney." Any of the following retained through a legal contract: a solo practitioner, multi-attorney law firm, or other legal representative of a Participating Subdivision. C. "Attorney Fee Fund." An account consisting of funds allocated to pay attorneys' fees approved pursuant to Section 11 of this Fee Agreement established by Order of and under the ongoing jurisdiction of the MDL Court, as provided below. D. "Common Benefit Fund." The sub fund of the Attorney Fee Fund described in Section II.C. E. "Contingency Fee Fund." The sub fund of the Attorney Fee Fund described in Section ILD. F. "Cost and Expense Fund Administrator." The administrator appointed by the MDL Court to administer the MDL Expense Fund and Litigating Subdivision Cost Fund as provided in the Fee Agreement. G. "Cost Funds." Collectively, the MDL Expense Fund and Litigating Subdivision Cost Fund. H. "Fee Entitlement." Any right, entitlement or expectation, including but not limited to a fee contract, contingent fee contract, agreement, referral arrangement, co-counsel arrangement, State Back-Stop agreement, or any other arrangement by which counsel could receive compensation or other consideration. For the avoidance of doubt, the scope of Fee Entitlement under paragraph II.G.3.a does not include any Attorneys' fees associated with representation of a State. 110 L "Fee Panel." The three-person panel appointed by the MDL Court to administer the Attorney Fee Fund and its sub funds as provided in the Fee Agreement. J. "Litigating Subdivision Cost Fund." The cost fund described in Section ME herein. K. "AML Court." United States District Court for the Northern District of Ohio Eastern Division, Case No. 1:17-md-2804, Judge Dan Aaron Polster. L. "AIML Expense Fund." The cost fund described in Section II.F below. M. "AIML PEC." The Plaintiffs' Executive Committee appointed by the MDL Court. N. "Non-Participating Litigating Subdivision." A Litigating Subdivision that is not a Participating Subdivision. O. "Participating Litigating Subdivision." A Litigating Subdivision that is also a Participating Subdivision. P. "Participation Agreement." An agreement executed by an Attorney that acknowledges the obligation to pay an appropriate MDL Common Benefit Assessment. Q. "Qualifying Representation." Legal services provided for representation of a Participating Litigating Subdivision regarding Released Claims against Released Entities. R. "State Back-Stop Agreement." Any agreement by a Settling State and private counsel for Participating Subdivisions in that State (or legislation enacted in that State) to provide, adjust, or guarantee attorneys' fees and costs, whether from the Attorney Fee Fund or any other source recognized in the agreement or legislation. II. Fees and Costs A. Total Attorneys'Fees and Costs. 1. Total attorneys' fees and costs to be paid by Janssen to Attorneys in each of the relevant Payment Years under this Agreement shall be up to the following amounts, subject to the provisions set forth below, including with respect to the division of the Attorney Fee Fund into its sub funds: 111 Attorney Fee Fund (Contingency MDL Expense Litigating Subdivision Cost Fee Fund and Fund Fund Common Benefit Fund Payment $32,391,518.74 $9,615,384.61 $10,000,000.00 Year 1 Payment $35,936,883.63 Year 2 $10,000,000.00 Payment $64,482,248.52 $10,000,000.00 Year 3 Payment Year 4 $43,720,414.21 Payment $43,720,414.21 Year 5 Payment $43,720,414.21 Year 6 Payment Year 7 $43,720,414.21 2. The sub funds within the Attorney Fee Fund shall include the Common Benefit Fund and the Contingency Fee Fund. The Cost Funds shall include the MDL Expense Fund, and the Litigating Subdivision Cost Fund. The State Counsel Fee Fund and the State Cost Fund shall be separate funds under the control of the Settling States. 3. The Contingency Fee Fund and the Common Benefit Fund shall be administered by a Fee Panel to be appointed by the MDL Court that will be governed by the provisions of this Fee Agreement and shall design the process and procedures for the allocation of fees pursuant to this Fee Agreement and the MDL Court's Order. The Cost Funds shall be administered by the Cost and Expense Fund Administrator to be appointed by the MDL Court who will be governed by the provisions of this Fee Agreement and shall design the process and procedures for the allocation of costs pursuant to this Agreement and the MDL Court's Order. 4. The fees and costs to be paid under this Fee Agreement are available for Attorneys engaged in Qualifying Representations only. Fees and costs to be paid under this Fee Agreement are not available prior to the Effective Date of the Janssen Agreement or if the Janssen Agreement does not proceed past Janssen's determination in Section VIIIA of the Janssen Agreement. Fees and costs to be paid under this Fee Agreement are not available for representation of Non-Participating Subdivisions or Non-Litigating Subdivisions and are not available for representation of private hospitals, third-party payors,NAS claimants, personal injury/wrongful death claimants, or any entity other than Participating Litigating Subdivisions. In addition, fees and costs under this Fee Agreement are not available for representation of 112 any individual or entity in matters other than those claims against Released Entities, but may include a reasonable share of representations that involve development of facts for pursuit of opioid-related claims against multiple defendants in the pharmacy, manufacturing, and distribution chain. B. Attorney Fee Fund and Sub Funds 1. There shall be a split of the Attorney Fee Fund into the Contingency Fee Fund and the Common Benefit Fund. The split shall be 40% to the Contingency Fee Fund and 60% to the Common Benefit Fund. 2. In no event shall Janssen be required to pay more into the Attorney Fee Fund in any Payment Year than the maximum amount specified for that Payment Year in paragraph ILA.1, which amounts are reflected in Exhibit M to the Janssen Agreement. The amounts allocated to the Contingency Fee Fund and the Common Benefit Fund set by the Fee Panel shall be subject to the reductions and offsets set forth below. 3. Awards of fees from the Contingency Fee Fund shall be available to Attorneys with Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation under the Janssen Agreement, as set forth in Exhibit G to the Janssen Agreement, and shall be made applying the Mathematical Model attached as Exhibit"A" to this Fee Agreement. The collection of the data and calculations for the Mathematical Model has been a cooperative effort among private counsel for a large number of Litigating Subdivisions. The analysis has been spearheaded by Joseph Tann and Andrew Arnold. The Fee Panel is encouraged to continue working with those counsel in application of the Model. The Fee Panel shall oversee the application of the Model and resolve any questions or disputes concerning the eligibility of a Counsel to participate as required in Section II.G. The Panel is empowered to hear disputes concerning and ensure the accuracy of the mathematical calculation. 4. As to awards from the Contingency Fee Fund, there shall be no right of appeal. 5. Any appeal of an award of the Fee Panel from the Common Benefit Fund will be made to the MDL Court and be reviewed under an abuse of discretion standard. C. Common Benefit Fund(60% of the Attorney Fee Fund.) 1. Funds in the Attorney Fee Fund shall be allocated to the Common Benefit Fund according to the schedule set forth below, subject to the adjustments described in paragraph II.C.5. The payments are to be made on the following yearly schedule, subject to the adjustments set forth below: 113 Payment Year 1 $19,434,911.24 Payment Year 2 $21,562,130.18 Payment Year 3 $38,689,349.11 Payment Year 4 $26,232,248.53 Payment Year 5 $26,232,248.53 Payment Year 6 $26,232,248.53 Payment Year 7 $26,232,248.53 Total: $184,615,384.64 2. The Common Benefit Fund shall be available to compensate Attorneys engaged in Qualifying Representations of Participating Litigating Subdivisions who: a. have performed work for the common benefit of all subdivisions pursuant to the guidelines established by Judge Polster set forth in MDL 2804 and the Order dated June 19, 2018, under docket number 636, which is included herein by reference; and b. satisfy the eligibility criteria set forth in Section II.G. For purposes of Common Benefit Fund distribution, notwithstanding paragraph II.A.4, Attorneys representing Tribal Nations litigating against Janssen that have reached a settlement for Released Claims with Janssen and/or Released Entities and meet the eligibility criteria in Section II.G shall be eligible. 3. The Common Benefit Fund shall be overseen by the Fee Panel, which shall determine the allocation of funds to eligible Attorneys consistent with this Fee Agreement and the June 19, 2018 Order; 4. In assessing the benefits that an Attorney has conferred to Participating Subdivisions (including non-Litigating Subdivisions) and/or Tribes for purposes of any compensation decision, the Fee Panel shall give significant weight to the extent to which(i) the Attorney and his or her clients have contributed to increasing (or reducing) the Initial Participation Tier achieved through participation in the Janssen Agreement, (ii) the Attorney and his or her clients have contributed to increasing (or reducing) the amounts achieved under Incentive Payments A-D through participation in the Janssen Agreement, and(iii) the Attorney and his or her clients have contributed to the potential triggering of any suspension, reduction, or offset of Settlement payment amounts under the Janssen Agreement. The panel may also consider additional fee recoveries the Attorney may potentially obtain, including, but not limited to, from State Back-Stop Agreements, representations of States or Tribal Nations, representations of other clients in opioids-related matters, or through the representation of Subdivision clients, whether they participated in the Janssen Agreement or not. It is the intent of 114 this provision to recognize that the goal of the Janssen Agreement is to provide for maximum participation by the Subdivisions, maximum abatement funding for all Subdivisions nationally, and the maximum peace for Released Entities. Therefore, representing a Non-Participating Subdivision does not further the goal of the Janssen Agreement, and should not be considered Common Benefit because it does not increase funds available to Participating Subdivisions' abatement programs. Representing Later Litigating Subdivisions is antithetical to the Janssen Settlement, detracts from Common Benefit, and is addressed by the ethics opinion discussed in paragraph II.I.4. The Fee Panel shall consider this concept of"common detriment" set forth in this paragraph in all of its decision making with respect to the allocation of the Attorney Fee Fund among Attorneys, as well as, in its discretion, any offsets provided to Janssen as set forth in paragraph II.C.6 and Section II.H. The Fee Panel shall consider the totality of the Attorney's Participating Litigating Subdivisions as compared to the Attorney's Non-Participating Litigating Subdivisions; the Parties recognize that, although the goal is for 100% participation, Attorneys with a higher number of clients have a higher probability of having one or more non-Participating Litigating Subdivision. As used in this paragraph II.C.4, "client" or"representing" a Subdivision shall include any Litigating Subdivision as to which the Attorney has a Fee Entitlement. 5. As set forth in paragraph II.C.6 and Section II.H, the Fee Panel must consider the factors described in paragraph II.C.4 to determine how and whether to reduce the amounts to be paid by Janssen under this Fee Agreement and to determine how to allocate funds among Attorneys. They may also, at their discretion, consider other factors. Any reduction in payment obligation or credit to be given Janssen in this Fee Agreement shall be applied against Payment Year 7 and working backwards. Any reduction to an Attorney not credited to Janssen shall be allocated to attorneys whose Litigating Subdivision clients participated in the settlement by the Initial Participation Date. 6. The amounts to be provided as a credit or offset to Janssen from the Common Benefit Fund shall depend on the relevant Participation Tier achieved, set forth in Exhibit H of the Janssen Agreement, as follows: a. At Participation Tier 1 or below, the Common Benefit Fund payments to be paid by Janssen shall be reduced as follows: i. With respect to any Attorney seeking payment from the Common Benefit Fund, the Fee Panel shall compare the aggregate allocation that Participating Litigating Subdivisions with which the Attorney has a Fee Entitlement would receive using the negotiating class allocation metrics with the aggregate amount that all Litigating Subdivisions (Participating and Non-Participating)with which the Attorney has a Fee Entitlement would receive using the negotiating class allocation 115 metrics, provided that only Litigating Subdivisions in Settling States shall be considered for this ratio. The Fee Panel will multiply the amount to be paid to that Attorney from the Common Benefit Fund by that ratio, reduce the Attorney's award by a maximum reduction of 15%, and the dollar amount of such reduction shall be deducted, dollar-for-dollar, from the amount owed by Janssen to the Common Benefit Fund of the Attorney Fee Fund. ii. In the event that any Non-Participating Subdivision that is (a)under the jurisdiction of the MDL Court or(b) represented by an Attorney that is obligated to pay into the MDL Common Benefit Fund pursuant to a Participation Agreement, an order of the MDL Court, or any other arrangement settles with or wins a judgment against a Released Entity separate from the Janssen Agreement, and such settlement or judgment results in a common benefit fee assessment or fee payment into the MDL Common Benefit Fund during the time of Janssen's obligation to pay fees under this Fee Agreement, Janssen's obligation to pay into the Common Benefit Fund shall be reduced dollar-for-dollar for any amount of such fee assessments or payments (in the aggregate based on all reductions in this subparagraph II.C.6.a.ii) that exceed the reductions in subparagraph II.C.6.a.i. iii. For the avoidance of doubt, in Tier 1 for each settlement or judgment with Janssen that results in an assessment or payment to the MDL Common Benefit Fund, that payment shall result in an offset for Janssen, unless the assessment or payment occurs after the Payment Date for Year 7. b. At Participation Tier 2, the Common Benefit Fund payments to be made by Janssen shall be reduced only as follows: i. Reduction by the Fee Panel. With respect to all Attorneys making an application that seeks payment from the Common Benefit Fund, the Fee Panel shall, following a determination that an Attorney is eligible under Section II.G, apply the criteria specified in paragraph II.C.4 in determining whether the lack of participation by Subdivisions with which an Attorney has a Fee Entitlement has resulted in a reduction in the Participation Tier achieved, reduction in benefit to Participating Subdivisions as a result of reductions in Incentives A-D, and/or potential triggering of a suspension, reduction, or offset under the Janssen Agreement. If the Fee Panel concludes that such a reduction has occurred, it must consider(1) the relative size of the Non- Participating Subdivision, as adjusted by the severity measures reflected in Exhibit H (governing the Participation Tiers) of the Janssen Agreement, and the impact of its non-participation on the Janssen Agreement as a whole (including amounts of Incentive Payments and triggering of suspensions, reductions, or offsets); (2) 116 whether and by how much the payment to the Attorney from the Common Benefit Fund should be reduced as a result of the impact of such non-participation on Participating Subdivisions; and(3) whether some or all of said reduction should revert to Janssen due to the reduction in peace obtained from the Janssen Agreement. Consideration of the factors discussed in this subparagraph and paragraph II.C.4 is mandatory. The decision whether to (and by how much) to reduce payments by Janssen or to reduce the payment to any Attorney based on the factors in paragraph II.C.4 shall be in the sole discretion of the Fee Panel. ii. Offsets. (1) In the event that any Non-Participating Subdivision that is (a) under the jurisdiction of the MDL Court or (b) represented by an Attorney that is obligated to pay into the MDL Common Benefit Fund pursuant to a Participation Agreement, an order of the MDL Court, or any other arrangement settles with or wins a judgment against a Released Entity separate from the Janssen Agreement, and such settlement or judgment results in a common benefit fee assessment or fee payment into the MDL Common Benefit Fund during the time of Janssen's obligation to pay Common Benefit Fees under this Fee Agreement, Janssen's obligation to pay into the Common Benefit Fund shall be reduced dollar-for-dollar up to the amount of the fee assessment or payment, except that such amount shall be capped at 7.5% of the amount of the settlement or judgment. Such reduction shall be taken first from Payment Year 7 of Janssen's payments to the Common Benefit Fund of the Attorney Fee Fund up to the full amount of Janssen's payment obligation in Payment Year 7, then from Payment Year 6, and so on. (2) For the avoidance of doubt, for each settlement or judgment with Janssen that results in an assessment or payment to the MDL Common Benefit Fund, that payment shall result in an offset for Janssen, unless the assessment or payment occurs after the Payment Date for Payment Year 7. c. At Participation Tier 3, the reductions to the Attorney Fee Fund shall be the same as set forth in subparagraph II.C.6.b, except that the cap on each offset shall be 5% of the amount of such settlement or judgment. d. At Participation Tier 4, there shall be no reductions to Janssen's obligations to make payment into the Common Benefit Fund, but the principles set forth in paragraph II.C.4 shall continue to apply. 117 D. Contingency Fee Fund. (40% of the Attorney Fee Fund.) 1. Funds from the Attorney Fee Fund shall be allocated to the Contingency Fee Fund on the following yearly schedule, subject to the adjustments set forth below: Payment Year 1 $12,956,607.50 Payment Year 2 $14,374,753.45 Payment Year 3 $25,792,899.41 Payment Year 4 $17,488,165.68 Payment Year 5 $17,488,165.68 Payment Year 6 $17,488,165.68 Payment Year 7 $17,488,165.68 Total: $123,076,923.09 2. The Contingency Fee Fund shall be available to compensate Attorneys engaged in Qualifying Representations of Participating Litigating Subdivisions that meet the criteria set forth in Section II.G. 3. The Contingency Fee Fund shall be available to Attorneys who a. represent Litigating Subdivisions that are Participating Subdivisions, whether their actions are filed in state or federal court, and b. meet the eligibility criteria of Section II.G. c. Participation in the Contingency Fee Fund by counsel that have a case that is not subject to the jurisdiction of the MDL Court shall not create, provide, or waive jurisdiction of the MDL Court over that Litigating Subdivision, that case or Attorneys, other than to oversee the fairness of the distribution process, and enforcement of this Fee Agreement. 4. The amounts owed by Janssen to the Contingency Fee Fund shall depend on the relevant Participation Tier set forth in Exhibit H of the Janssen Agreement as follows: a. At Participation Tiers 1, 2 and 3, the Contingency Fee Fund payments shall be reduced as follows: i. For Non-Settling States, the Contingency Fee Fund payments shall first be reduced by the amounts identified by the Fee Panel, pursuant to paragraph II.H.6, that would have been owed to counsel for Litigating Subdivisions in Non-Settling States, had those States and those Litigating Subdivisions been Settling States and Participating Subdivisions. ii. Following the calculation in subparagraph II.D.4.a.i, the Contingency Fee Fund payments shall be reduced to reflect the non joinder of 118 Litigating Subdivisions in Settling States by subtracting the amounts identified by the Fee Panel, pursuant to paragraph ILH.6, that would have been owed to counsel for Non-Participating Litigating Subdivisions in Settling States had such Litigating Subdivisions been Participating Subdivisions. b. At Participation Tier 4, there shall be no reductions in the Contingency Fee Fund. c. In the event that Janssen, prior to the Effective Date of the Janssen Agreement, settles with any Litigating Subdivision and, under such settlement agreement pays attorneys' fees, the Fee Panel shall treat those Litigating Subdivisions as Participating Litigating Subdivisions and, applying the same criteria applicable to all Attorneys for Participating Litigating Subdivisions, determine what amount they would have been paid from the Contingency Fee Fund if they had become Participating Subdivisions under the Janssen Agreement without such prior settlement. That sum, rather than being paid to the Attorney for the previously settling Litigating Subdivision, shall be credited and/or returned to Janssen as if determined under (a)(ii) above, except that such credit shall not be greater than the amount to the Attorneys paid under the Litigating Subdivision's prior settlement agreement. E. Litigating Subdivision Cost Fund. 1. Janssen shall pay $30,000,000.00 into the Litigating Subdivision Cost Fund, according to the schedule set forth below: Payment Year 1 $10,000,000.00 Payment Year 2 $10,000,000.00 Payment Year 3 $10,000,000.00 Total $30,000,000.00 2. The Litigating Subdivision Cost Fund shall be available to compensate Attorneys for costs and expenses arising out of representation of Participating Litigating Subdivisions or to compensate Participating Litigating Subdivisions for direct in-house costs for expenditures related to their litigation against Janssen including the cost of in-house employees. No funds in the Litigating Subdivision Cost Fund may be used to compensate the costs incurred by Non- Participating Subdivisions or Non-Litigating Subdivisions or costs and expenses arising out of representation of any such Subdivision. In allocating the Litigating Subdivision Cost Fund, the Administrator shall not allocate any funds for costs incurred after July 21, 2021. 3. During the period between July 21, 2021, and the Effective Date, the MDL PEC, as well as Litigating Subdivisions eligible to claim costs from the 119 Litigating Subdivision Cost Fund, shall make best efforts to cease litigation activity against Janssen, including by jointly seeking stays or severance of claims against Janssen, where feasible, or postponements if a motion to stay or sever is not feasible or is denied, so long as such actions are not otherwise detrimental to the Litigating Subdivision. 4. In the event that Janssen, prior to the Effective Date of the Janssen Agreement, settles with any Litigating Subdivision and, under such settlement agreement pay costs to the Litigating Subdivision or its Attorney, the MDL Cost and Expense Fund Administrator shall treat those Litigating Subdivisions as Participating Litigating Subdivisions and, using the same criteria applicable to all applicants to the Litigating Subdivision Cost Fund, determine what amount in costs the Litigating Subdivision or its Attorney would have been paid from the Subdivision Cost Fund if they had settled under the Janssen Agreement. That sum, rather than being paid to the Attorney or the previously settling Litigating Subdivision, shall be credited and/or returned to Janssen, except that such sum shall not be greater than the amount paid under the previously settled Litigating Subdivision's settlement agreement. 5. The MDL Court shall appoint a Cost and Expense Fund Administrator, who shall develop a process and criteria, with input from participating counsel, by which to a) determine the distribution of amounts from the MDL Expense Fund in pursuit of the claims against Janssen; and b) receive and evaluate applications from Participating Litigating Subdivisions, whether filed in Federal Court or State Court, to seek reimbursement from the Litigating Subdivision Cost Fund for eligible costs under Section II.E.2 in pursuit of the claims against Janssen. The Cost and Expense Fund Administrator shall require transparency from all applicants as to any other sources for compensating Attorneys for Litigating Subdivisions for costs incurred. The Cost and Expense Fund Administrator shall be compensated from the Fund. 6. In the event that the total amount of reimbursements from the Litigating Subdivision Cost Fund approved as reasonable by the Cost and Expense Administrator is less than the $30,000,000.00, any remaining funds shall revert to Janssen. F. AML Expense Fund. 1. In Payment Year 1 of the Janssen Settlement, Janssen shall pay the following amount into the MDL Expense Fund: MDL Expense Fund 1 $9,615,384.61 2. The MDL Expense Fund shall be released following the Effective Date of this Fee Agreement without any delay to reimburse the MDL Counsel for an agreed-to portion of the expenses incurred, as approved by the Cost and Expense Fund Administrator. The MDL Expense Fund will be paid directly 120 to the MDL Cost Account, set up by MDL Order and will be administered under the ongoing jurisdiction of the MDL Court, as provided below. No funds may be used to compensate the costs incurred by Non-Participating Subdivisions or to compensate any Attorney for costs incurred in representing one or more Non-Participating Subdivisions. 3. In allocating the MDL Expense Fund, the Administrator shall not allocate any funds for costs incurred after July 21, 2021, unless the Administrator determines that there are sufficient funds to cover all subdivision costs incurred prior to July 21, 2021 and that special circumstances exist to justify costs incurred following the public announcement of the Janssen Agreement. G. Eligibility. 1. It is the intention of all parties participating in the Fee Panel process that there should be total transparency to the Fee Panel and to all fund participants. In connection with the process to be developed by the Fee Panel, any and all monies in attorney's fees, including referral fees, expenses paid, promises for payment, or any other Fee Entitlement, to any applicant in any opioid litigation shall be disclosed to the Fee Panel as a condition of participating in the Attorney Fee Fund and prior to an award from the Fee Panel. Any payment, expectation of payment or perceived entitlement to participate in a State Back-Stop Agreement or any other agreement reached with a Settling State or any Subdivision or any other source regarding payment of fees must be disclosed to the Fee Panel. Similarly, any right to payment from any other fund, for example a fund for payment to lawyers representing Settling States or Tribal Nations or Subdivisions shall be disclosed to the Fee Panel. Because it is anticipated that there will be multiple firms listed on contingent fee agreements with Litigating Subdivisions, the Fee Panel shall establish procedures, with input from Attorneys for Participating Litigating Subdivisions, for who should petition for fees from such groups and to whom the fee shall be paid and thereafter distributed to co-counsel in accordance with applicable agreements. For the avoidance of doubt, all Attorneys that are part of such groups must meet the eligibility criteria in paragraph ILG.3, must be subject to the criteria set forth in paragraph II.C.4, and must be disclosed to the Fee Panel. 2. An Attorney may apply for and recover attorneys' fees from the Common Benefit Fund, the Contingency Fee Fund, and the Litigating Subdivision Cost Fund and any fund created by a past or future State Back-Stop Agreement, provided the Attorney satisfies the requirements relevant to each such fund and requirements for disclosure to the Fee Panel. 3. An Attorney may not receive any payment from the Attorney Fee Fund (which includes both the Contingency Fee Fund and the Common Benefit Fund)unless the following eligibility criteria are met and annually certified by the Attorney: 121 a. The Attorney must expressly waive the enforcement against the Litigating Subdivision client of all Fee Entitlements (other than under State Back- Stop Agreements) arising out of or related to any or all Qualifying Representations of any Participating Litigating Subdivision prior to applying for attorneys' fees from the Attorney Fee Fund or costs from the Cost Funds. All applications for attorneys' fees or costs under this Fee Agreement shall include an affirmation by the Attorney of such waiver and notice to the client(s) of such waiver. Such waiver shall not preclude the Attorney from submitting such Fee Entitlements to the Fee Panel as a factor for consideration in allocating payments from the Attorney Fee Fund or in connection with a State Back-Stop Agreement. For the avoidance of doubt, no Attorney may recover fees or costs under this Fee Agreement unless the Attorney expressly agrees not to enforce Fee Entitlements as to each and every Participating Litigating Subdivision represented by that Attorney, but such Attorneys may participate in and receive funds from a State Back-Stop Agreement. b. The Attorney must represent that s/he has no present intent to represent or participate in the representation of any Later Litigating Subdivision or any Releasor with respect to Released Claims against Released Entities. c. The Attorney must represent that s/he has not and will not engage in any advertising or solicitation related to Released Claims against Released Entities where such advertising or solicitation relates to a representation that the Attorney could not undertake consistent with the ethics opinion referenced in paragraph II.I.4. d. The Attorney must represent s/he will not charge or accept any referral fees for any Released Claims brought against Released Entities by Later Litigating Subdivisions. For the avoidance of doubt, this representation shall not prohibit Attorneys from receiving allocated shares of any future common benefit assessments arising out of settlements or judgments with Later Litigating Subdivisions represented by other Attorneys that are the result of the MDL Court's Common Benefit order. e. The Attorney may not have and must represent that s/he does not have a Fee Entitlement related to a Later Litigating Subdivision. £ The Attorney must certify that s/he has reviewed the ethics opinion referenced in paragraph ILL4 and will act in conformity with such opinion. g. The Attorney must fully disclose the participation, or the anticipation of participation, in any agreement with a Settling State or Participating Subdivision concerning fees arising out of or related to the Janssen 122 Agreement, including any fees paid or anticipated to be paid or any State Back-Stop Agreement. h. The Attorney must identify for the Fee Panel whether s/he utilized state litigation work product or MDL work product, including but not limited to ARCOS data, document repositories, experts developed in the MDL, and deposition transcripts. The Attorney must identify whether s/he signed the MDL Participation Agreement, and for which case(s) it was signed. i. Any Attorney who applies for fees from one or both Funds must represent that, having exercised his/her independent judgment, s/he believes the Janssen Agreement to be fair and will make or has made best efforts to recommend the Janssen Agreement to his or her Subdivision clients in Settling States. For avoidance of doubt, each Attorney is expected to exercise his or her independent judgment in the best interest of each client individually before determining whether to recommend joining the settlement. All applications for attorneys' fees or costs under this section shall include an affirmation by the Attorney in compliance with this Subsection. 4. No Attorney receiving fees under this Fee Agreement may apply for or recover from the Attorney Fee Fund fees arising from representing a Non- Settling State or a Non-Participating Subdivision. All applications for attorneys' fees under this Section shall include an affirmation by the Attorney of compliance with this Section. 5. An Attorney who has filed an application under this section and received an award of attorneys' fees shall provide a certification of compliance with the Sections of this Fee Agreement annually during the years upon which they are still entitled to receive attorneys' fee payments. 6. If, at any time, the Attorney is unable to make the representations set forth in this Section, such representations become untrue, or the Attorney falsely represents compliance with the eligibility criteria, the Attorney shall cease to be eligible to receive funds from the Attorney Fee Fund until further review by the Fee Panel of the Attorney's eligibility under and compliance with this Section II. 7. If an Attorney has a Fee Entitlement with a Later Litigating Subdivision or otherwise becomes unable to reaffirm compliance with the eligibility criteria set forth above, the Attorney shall notify Janssen and the Fee Panel. For the avoidance of doubt, any Attorney who undertakes any new representation of, or has a Fee Entitlement with, a Later Litigating Subdivision shall be prohibited from receiving any future funds from the Attorney Fee Fund. If an Attorney fails to notify Janssen and the Fee Panel of such Fee Entitlement with a Later Litigating Subdivision, the Attorney shall be required to refund amounts previously paid. 123 8. In the event that an Attorney is deemed ineligible by the Fee Panel(whether based on its initial application or subsequent recertification), the Fee Panel shall provide notice to the Attorney and give the Attorney 30 days to provide additional information such that the Fee Panel could re-consider the Attorney's eligibility. 9. To the extent that an Attorney has a Fee Entitlement with a Participating Subdivision and is authorized to bring Released Claims against Released Entities, but such authorization is, in scope, less broad than the category of Released Claims set forth in the Janssen Agreement, such Attorney may participate fully in both the Contingency Fee Fund and the Common Benefit Fund,without any reduction imposed by the Fee Panel due to the scope of the authorization, so long as the Participating Subdivision fully releases all Released Claims against Released Entities. 10. Attorneys applying to the Attorney Fee Fund knowingly and expressly agree to be bound by the decisions of the Fee Panel, subject to the limited appeal rights set forth in this Fee Agreement, and waive the ability to assert the lack of enforceability of the allocation reached through the arbitration procedures outlined herein. H. Calculation of Amounts Due. I. The Fee Panel shall be solely responsible for determining the amount of fees to be paid to each Attorney and each Participating Subdivision that applies under this Section. None of the Released Entities shall have any responsibility, obligation, or liability of any kind whatsoever with respect to how attorneys' fees are calculated under this Section, except that the Fee Panel may receive information from Janssen as to (a) the identity of Participating,Non-Participating, Litigating, Later Litigating, and Non- Litigating Subdivisions; (b) the impact of non-participation by a Litigating Subdivision as is relevant to the Fee Panel's determination in paragraph ILC.4; and (c) such other information as Janssen may voluntarily elect to provide. 2. The Fee Panel shall establish procedures for the arbitration process consistent with this Fee Agreement and orders of the MDL Court. Such procedures may include submission of documentary and/or other evidence, interviews with applicants and/or other counsel (including counsel for Janssen) that the Fee Panel deems appropriate, and/or other means of creating a record upon which fee awards will be based. 3. In making determinations under this Fee Agreement, the Fee Panel must apply the eligibility criteria set forth in Section II.G of this Fee Agreement and the criteria set forth in Section II. In addition, the Fee Panel will give consideration in regard to Common Benefit awards to the Johnson factors, as 124 well as the following factors (which factors may be applied and given relative weight in the Fee Panel's discretion): a. The Attorney's contemporaneously recorded time and labor dedicated to Qualifying Representations along with the Attorney's financial commitment to such Qualifying Representations. Claimed"time" will not be automatically accepted by the Fee Panel but will be critically reviewed and given substantially more weight and consideration if such time was subject to the audit process described in any Pretrial Order(s) governing the collection of common benefit time; b. The novelty, time, and complexity of the Qualifying Representations; c. The skill requisite to perform legal services properly and undesirability of the case; d. The preclusion of other employment by the Attorney due to time dedicated to Qualifying Representations; e. The"common benefit," if any, alleged to have been conferred by the Attorney and whether such common benefit work product by that Attorney was used by others in parallel litigations against Released Entities whether within or outside the MDL, provided that any Attorney claiming that s/he substantially benefited cases other than those in which s/he entered an appearance as counsel must substantiate such claims by proffering factual support, such as proper supporting affidavits or other documents as determined by the Fee Panel with input from Attorneys for Participating Litigating Subdivisions; £ Any "common detriment," as set forth in paragraph II.C.4. g. Any contingent fee agreement or other Fee Entitlement with Participating Subdivisions, enforcement of which, except for State Back-Stop Agreements, are waived in conjunction with the application, the nature and extent of any work for those Participating Subdivisions, whether such Participating Subdivisions actively litigated and, if so, the nature and procedural history of such case(s); h. The experience, reputation, and ability of the Attorney; i. Whether the Attorney's clients brought Released Claims against Released Entities; j. The status of discovery in cases primarily handled by the Attorney; k. The nature of any work by the Attorney on "bellwether" cases or cases that were similarly active in litigation; 125 1. Any pressure points successfully asserted by the Attorney in cases against Janssen or any risk for Janssen created by the Attorney in cases against them; m. Any risk for defendants created by applicants in cases against Janssen; n. Successful and unsuccessful motion practice in cases worked on by the Attorney; o. The date of filing of any cases filed by the Attorney; p. Obtaining consolidation of the litigation in the Attorney's jurisdiction; q. The number and population of entities represented by the Attorney and the fees that would have been awarded under extinguished contingent fee arrangements; r. Whether the Attorney's clients brought claims against Janssen; s. Whether the Attorney has had a leadership role in the litigation, whether in state or federal court; t. Whether the Attorney has had a leadership role in any negotiations aimed at resolving the litigation; u. Whether the Attorney's cases have survived motions to dismiss; v. The extent to which the Attorney contributed to the work product used for the common benefit of opioids litigants, including, without limitation, work on ARCOS data, Prescription Data Monitoring Programs, IQVIA data, depositions, document production and analysis experts, motions, briefs and pleadings, trial preparations, and trials; w. The extent to which litigation was done prior to and contributed to completion of settlement negotiations, as distinct from litigation that was done litigating after the announcement of the Janssen Agreement, such latter litigation both being of less value and potentially resulting a common detriment to the settlement process; and x. Any other factors that the Fee Panel finds to be appropriate to consider after input from applicants to the Attorney Fee Fund. 4. The Fee Panel shall develop procedures for receiving a single application, which may be updated or amended based on new information (such as participation by additional Litigating Subdivisions) from each Attorney seeking compensation from the Attorney Fee Fund pursuant to processes and 126 procedures developed by the Fee Panel, which shall not be inconsistent with this Fee Agreement. Any request for attorneys' fees not included on the single application or through the updating/amendment process designed by the Fee Panel shall be deemed waived. For purposes of transparency and to permit the Fee Panel to conduct its work, the application from each Attorney shall, at a minimum, require each Attorney to a. Identify all Litigating Subdivisions for which s/he is seeking payment from the Attorney Fee Fund; b. Identify all Subdivisions in both Settling and Non-Settling States (and, where applicable, Tribal Nations) with respect to which s/he has a Fee Entitlement with respect to Relevant Claims against Released Entities, and identify all co-counsel in such cases; c. Identify which of those Subdivisions are Participating Subdivisions and which are not(with similar information for Tribal Nations, where applicable); d. Specify the specific fund or funds within the Attorney Fee Fund from which the Attorney is seeking compensation; e. Demonstrate his or her eligibility for compensation from the relevant sub funds within the Attorney Fee Fund pursuant to the criteria set forth for the relevant sub fund; f. Identify any and all Fee Entitlements from representations of States, Tribal Nations, or other plaintiffs related to Released Claims against Released Entities or in opioids-related matters; g. Notwithstanding"a-f' above, the Panel may consider a supplemental application if the Attorney shows good cause why circumstances exist that will lead to consideration for additional Common Benefit award. Examples would include, but are not limited to, an Attorney having Non- Participating Litigating Subdivision clients that subsequently become Participating Subdivisions, a Bar Date passes that increases participation or the Participation Tier, or an Allocation Agreement is reached. 5. With respect to the Common Benefit Fund, the Fee Panel shall(subject to any applicable MDL Court Order): a. Review the applications of all Attorneys seeking compensation from the Common Benefit Fund, including determining eligibility for each Attorney as set forth in Section II.G. 127 b. Reduce, on an annual basis, Janssen's payment obligations, as set forth in paragraph II.C.5. The Panel shall inform Janssen and the MDL PEC of all such amounts and adjust Janssen's payment obligations accordingly. c. Using criteria set forth in Sections II.0 and II.I, allocate amounts from the Common Benefit Fund to eligible Attorneys, including payment amounts for each Payment Year. In making such allocations (regardless of the Participation Tier achieved), the Panel shall apply the principles set forth in paragraph II.C.4 and shall allocate any reduction in the payments of Janssen specified in paragraph II.C.5 to the amounts paid to Attorneys with a Fee Entitlement to Litigating Subdivisions that are not Participating Subdivisions. 6. With respect to the Contingency Fee Fund, the Fee Panel shall: a. Review the applications of all Attorneys seeking compensation from the Litigating Subdivision Fee Fund, including determining eligibility for each Attorney as set forth in Section II.G. b. Apply the Mathematical Model in Exhibit A. c. Use such allocations to reduce payments, on an annual basis, the payment obligations of Janssen to the Attorney Fee Fund as set forth in paragraph II.D.4, and distributions therefrom, and inform Janssen and the MDL PEC of all such adjustments. 7. To the extent that there is a dispute about the calculations of the Fee Panel related to the amounts that Janssen is required to pay (including application of any reductions or offsets under this Fee Agreement), such disputes shall be presented to the Fee Panel and any disputed funds be paid into/held in escrow. The Fee Panel shall resolve such disputes expeditiously, with either Party having the right to seek review from the MDL Court. 8. For purposes of determination of fee or cost awards, allocations, reductions, and possible reversions under this Fee Agreement, unless specified otherwise a Subdivision will be considered a Non-Participating Subdivision if it is not a Participating Subdivision as of the deadline for the application for the fee or cost award at issue (or, if the determination does not involve a specific application, the date on which the record for such determination closes). 9. In the event that the Fee Panel, through the use of the Mathematical Model set forth in Exhibit A, allocates funds from the Contingency Fee Fund for an Attorney based on a Qualifying Representation of a Participating Litigating Subdivision or allocates cost to such Participating Litigating Subdivision and that Subdivision is in a Settling State in which the Consent Judgment has not been approved, such funds shall be placed into escrow until the Consent Judgment is approved, after which time they shall be released. 128 I. Miscellaneous. 1. The costs associated with the Fee Panel prior to the Effective Date of the Attorney Fee Agreement shall be funded by Janssen. The Fee Panel shall charge an hourly rate that previously has been approved by a federal or state court and shall provide a budget and a cap for such work prior to the Effective Date, which shall be approved by Janssen and such approval shall not be unreasonably withheld. Janssen shall receive a refund for any such payment of pre-Effective Date costs from interest that accrues on the monies in the Attorney Fee Fund (including interest that accrues during such time as the Attorney Fee Fund monies are in escrow prior to the Effective Date of the Janssen Agreement), up to the amount of such costs. Post-Effective Date, the cost of the Fee Panel shall be charged against the applicable Fee Fund based on allocation by the Fee Panel and shall not be otherwise funded by Janssen. The costs associated with the Cost and Expense Fund Administrator shall be paid from funds in the MDL Expense Fund and the Litigating Subdivision Cost Fund and shall not be otherwise funded by Janssen. 2. The MDL PEC will seek, and the Attorneys General for Settling States and Janssen will not oppose, a Common Benefit Fee Order requiring an assessment of 7.5% on the gross recovery (by judgment or settlement) of any Non-Participating Subdivision that is subject to the federal court jurisdiction, represented by a MDL PEC firm, represented by any Attorney receiving fees from the Common Benefit Fund, represented by any Attorney that signed a Participation Agreement or paid in a case otherwise under the jurisdiction of the MDL Court. 3. The MDL PEC shall provide to Janssen information they have that identifies Attorneys who represent Litigating Subdivisions who are not Participating Subdivisions and who have an obligation to pay a common benefit assessment, either due to the MDL Court's orders or having signed a Participation Agreement. 4. The MDL PEC shall retain ethics counsel of its choice to provide an opinion that addresses the compliance of its ethical obligations, as it relates to the Janssen Agreement. Such opinion shall address the issue of the potential conflict of interest for an Attorney that had represented a Participating Subdivision also representing a Later Litigating Subdivision as defined in the Janssen Agreement. This Subsection shall be enforceable to the extent permitted by the equivalent to Rules 1.16 and 5.6 of the ABA Model Rules of Professional Conduct in the relevant jurisdictions. The opinion shall be provided to Janssen as soon as it is completed and, in any event, prior to July 31, 2021 and shall be disseminated to counsel eligible to apply to the Attorney Fee Fund within 30 days of the announcement of the Janssen Agreement. The MDL PEC represents that it will comply with this opinion until the Reference Date and thereafter if the Janssen Agreement proceeds. 129 5. Participating Subdivisions agree to instruct their counsel to treat information, work product and expert materials as secret under Rule 1.6 of the ABA Model Rules of Professional Conduct. Accordingly, an Attorney shall not share information or work product with, or experts or materials to, non-participants (other than the Attorney's own current clients or their lawyers, consultants, experts or other representatives or agents). However, nothing herein shall prevent MDL Leadership or PEC Counsel from fulfilling their obligations in any MDL and the MDL Court Order. III. Miscellaneous A. Termination. If the Janssen Agreement does not proceed past the Reference Date, whether because Janssen does not determine to proceed or for any other reason, this Fee Agreement shall be null and void, Janssen shall have no obligation to make any payments under this Fee Agreement, and Janssen and the PEC shall take such steps as are necessary to restore the status quo ante. B. AML Court Consideration. This Fee Agreement shall be attached as an exhibit to the Janssen Agreement. This Fee Agreement shall also be submitted by Janssen and the MDL PEC to the MDL Court for approval pursuant to the motion and order that shall be attached, prior to the Preliminary Agreement Date of the Janssen Agreement, as Exhibit B. 1. In the event that the MDL Court, through an order, makes any change to the amounts potentially to be paid by Janssen under this Fee Agreement, makes any change to the Fee Panel's consideration of the factors set forth in paragraph II.C.4, or any other material change to the draft Order attached as part of Exhibit B or the terms of this Fee Agreement, Janssen and the MDL PEC shall meet and confer concerning such changes. 2. If Janssen and the MDL PEC are unable to reach agreement and revisions to this Fee Agreement in the event discussed in paragraph IILB.1, this Fee Agreement shall be null and void, Janssen shall have no obligation to make any payments under this Fee Agreement, and Janssen and the MDL PEC shall take such steps as are necessary to restore the status quo ante. C. Amendment. Once the MDL Court has entered an order implementing this Fee Agreement, this Fee Agreement can only be amended by(1) written agreement of Janssen and the MDL PEC and(2) approval by the MDL Court. D. Jurisdiction and Enforcement. The MDL Court shall have exclusive and ongoing jurisdiction over the enforcement and implementation of this Fee Agreement as set forth herein. The MDL PEC shall be the Authorized Party to enforce this Fee Agreement, as to the payment obligations of Janssen as set forth in this section, and as to Attorneys making application to the Funds under this Fee Agreement. Solely for purposes of assessing or allocating common benefit fees, the MDL Court will continue to have jurisdiction over the work product developed in the MDL Court by and under the direction of the MDL PEC with respect to claims against Janssen, including data and documents, depositions, expert reports, briefs and pleadings; and the MDL 130 Court's protective orders, management orders, and other decisions regarding such discovery and other work product, including but not limited to, conditions on its use, will continue in full force and effect. Nothing in this paragraph authorizes the MDL Court to act contrary to this Agreement or to share any of the work product, or provides the MDL Court with jurisdiction over the Janssen Agreement. 131 EXHIBIT S Agreement on the State Cost Fund Administration 1. Creation of a State Cost Fund. Janssen and the Settling States agree to the creation of a state cost fund to pay litigation costs and expenses associated with litigation and investigation related to the opioid litigation (hereinafter the "State Cost Fund"). This agreement is a material part of the Settlement Agreement. The State Cost Fund shall be administered separately from the Common Benefit Fund, the Contingency Fee Fund, the State Counsel Fee Fund, Subdivision Costs Fund, and the MDL Expense Fund. No funds may be released from the State Cost Fund to Non-Settling States. 2. State Cost Fund Amount. In Payment 1 of the Settlement, Janssen shall pay into the State Cost Fund $13,461,539 (the "State Cost Fund Amount"). Janssen's State Cost Fund payment shall be a component of its Global Settlement Attorney Fee Amount payable to the Attorney Fee Fund, for Payment 1. 3. State Cost Fund Committee. A committee of Attorneys General from Settling States or their designated representatives (hereinafter the "State Cost Fund Committee") shall oversee the State Cost Fund. The committee shall initially consist of the following states: (a) Delaware; (b)Florida; (c) Georgia; (d)New York; (e)North Carolina; (f) Ohio; (g) Tennessee; and(h) Texas. The Settling State Attorneys General may by majority vote add or change the composition of the State Cost Fund Committee, including replacing any above State, if that State is not a Settling State. 4. State Cost Fund Administrator. The State Cost Fund Committee shall select an administrator(the "State Cost Fund Administrator"). The State Cost Fund Administrator may be different from the Settlement Administrator under the Settlement Agreement. The State Cost Fund Administrator shall be responsible for administering the State Cost Fund and making payments to Settling States. 5. State Cost Fund Guidelines. Monies in the State Cost Fund shall be released without any delay to reimburse Settling States for documented opioid litigation and investigation costs incurred or paid. In allocating the State Cost Fund, no funds shall be allocated for costs incurred after July 21, 2021. The State Cost Fund Committee shall establish guidelines for the submission and approval of expenses eligible for reimbursement from the State Cost Fund. The State Cost Fund Administrator shall, in accordance with such guidelines, receive from Settling States records sufficient to demonstrate the incurrence and/or payment of each expense attributable to investigation or litigation related to the opioid litigation, including any outstanding National Association of Attorneys General grant. 6. State Cost Fund Payment Priorities and Residual. To the extent that that the aggregate eligible submissions of costs and expenses from Settling States exceed the State Cost Fund Amount, payments to Settling States shall be paid in the following order until the State Cost Fund is exhausted. If the State Cost Fund is unable to fully pay costs at any of the following 132 levels, then Settling States with costs at that level shall be paid on a proportional basis. All expenses with a lesser priority from the level where the State Cost Fund is exhausted will not be reimbursed from the State Cost Fund. Costs shall be paid in the following order: (a) the reasonable costs of the State Cost Fund Administrator, if any; (b) repayment of the National Association of Attorneys General grants connected to opioid litigation; (c) costs incurred or paid by outside counsel for a Settling State litigating against Janssen apart from any fee owed; (d) litigation-related costs attributable to the Janssen case incurred or paid by a Settling State litigating against Janssen; (e)pre-suit investigation-related costs attributable to a Janssen investigation incurred or paid by either a Settling State outside counsel(not including any amount of fees or any costs which have already been reimbursed pursuant to clause (c), above) or a Settling State investigating Janssen; (f) costs incurred or paid by a Settling State or outside counsel litigating against another opioid defendant other than a cost share entered into by a Settling State, which costs have not yet been paid under a preceding clause of this paragraph; (g) the amounts paid by a Settling State as part of cost share related to the filing of a proof of claim in the Purdue Pharma, L.P. bankruptcy; and(h) the amounts paid by a Settling State as part of any other cost share, including, but not limited to the cost share entered into by the Non- Consenting States in the Purdue Pharma, L.P. bankruptcy. If the State Cost Fund has additional monies after payment of the State Cost Fund Administrator's and all Settling States' submitted costs, then the remaining funds will be provided to the National Association of Attorneys General to be placed in the Financial Services Fund for the purpose of funding grants for consumer protection or healthcare-related enforcement or training activities. In determining what costs are attributable to Janssen, the State Fund Committee shall develop a guideline that ensures that all Settling States are treated equitably. 133 EXHIBIT T Severity Factors State Severity Factor Alabama 108.5243% Alaska 107.8614% American Samoa 102.7639% Arizona 107.7129% Arkansas 103.2818% California 82.8688% Colorado 95.2263% Connecticut 121.0971% Delaware 155.5946% District of Columbia 88.3270% Florida 107.9604% Georgia 86.6675% Guam 96.8019% Hawaii 77.1051% Idaho 93.0570% Illinois 86.6318% Indiana 108.6768% Iowa 78.2056% Kansas 89.6374% Kentucky 150.0126% Louisiana 105.2878% Maine 132.7534% Maryland 115.2160% Massachusetts 110.3001% Michigan 112.4239% Minnesota 75.9148% Mississippi 96.7243% Missouri 107.8496% Montana 99.7815% N. Mariana Islands 100.2421% Nebraska 71.9045% Nevada 130.5519% New Hampshire 144.4997% New Jersey 102.3701% New Mexico 128.9295% New York 91.4472% 134 North Carolina 102.2754% North Dakota 76.0864% Ohio 123.0063% Oklahoma 129.3047% Oregon 108.9094% Pennsylvania 118.2821% Puerto Rico 73.9803% Rhode Island 143.8802% South Carolina 99.6801% South Dakota 76.4482% Tennessee 129.9078% Texas 71.6286% Utah 119.5878% Vermont 140.2239% Virgin Islands 100.4396% Virginia 88.1611% Washington 100.5007% Wisconsin 99.6616% Wyoming 100.9659% 135 EXHIBIT U Agreement on the State Outside Counsel Fee Fund 1. Creation of a State Outside Counsel Fee Fund. Janssen and the Settling States agree to the creation of a state outside counsel fee fund to pay reasonable attorney's fees of Settling States with outside counsel in connection with litigation against Janssen(the "State Outside Counsel Fee Fund"). This agreement is a material part of the Settlement Agreement. All terms utilized in this Agreement shall have the same meaning as in the Settlement Agreement unless otherwise indicated. 2. State Outside Counsel Fee Fund Administration. The State Outside Counsel Fee Fund shall be administered separately from the Common Benefit Fund, the Contingency Fee Fund, the State Cost Fund, and the MDL Expense Fund. A committee of Attorneys General shall oversee the State Outside Counsel Fee Fund ("Fee Fund Committee"). The Fee Fund Committee shall initially consist of the following: (a) Arkansas; (b)Florida; (c)New Jersey; and (d)Puerto Rico. The Fee Fund Committee shall select a settlement fund administrator(who may or may not be different from the Settlement Administrator under the Distributor Agreement) (the"Fee Fund Administrator") who shall administer the State Outside Counsel Fee Fund according to the guidelines and directives of the Fee Fund Committee. 3. State Outside Counsel Fee Eligibility. To participate in the State Outside Counsel Fee Fund, an outside counsel for a Settling State must have filed and be maintaining an action in the name of a Settling State or its attorney general against Janssen in a state or federal court as of June 1, 2021. No Settling State can draw attorney's fees from both the State Outside Counsel Fee Fund and the similarly sized fund to reimburse Settling State's without outside counsel. 4. State Outside Counsel Fee Fund Amount. Janssen shall pay funds in the State Outside Counsel Fee Fund according to the schedule set forth below, as part of its annual Global Settlement Attorney Fee Amount payable to the Attorney Fee Fund, subject to the adjustments described below: Payment Year 1 $32,391,518.74 Payment Year 2 $30,769,230.77 Payment Year 3 $ 4,146,942.80 5. State Outside Counsel Fee Fund Availability and Calculation of Amount. a. The State Outside Counsel Fee Fund shall be available to compensate private counsel for State Attorneys General for approved fees arising out of representation of the State pursuant to the schedule developed by the Fee Fund Committee and provided to Janssen. 136 b. Fees shall be calculated by adding two components: (a) a fixed amount consisting of fifty (50%) of the amount allocated to a State utilizing the allocation percentage in the Settlement Agreement multiplied times 4.5%; and (b) a proportional percentage of the remaining fee due under that Settling State's contract assuming that fifty (50%) of the State's recovery is allocable to a Settling State (versus allocable to the Settling State's Subdivisions) so that the fees of all Settling States (minus the base amount that would have been due to any of Non-Settling States) exhausts the State Outside Counsel Fee Fund. The proportional share percentage will be the same for each Settling State included in the State Outside Counsel Fee Fund. All amounts paid will be less any costs or fees of the Fee Fund Administrator. 6. Payment by the Fee Fund Administrator. a. If a Settling State and a Settling State's outside counsel agree that the amount calculated in paragraph 5 above satisfies in full amounts owed to all Settling State outside counsel, then upon written notice of that agreement and counsel waiving in writing any entitlement to any additional fee, the Fee Fund Administrator shall pay that Settling State's outside counsel pursuant to the calculation and any schedule created by the Fee Fund Committee. b. If a Settling State's outside counsel does not agree that the amount calculated in Paragraph 5 above satisfies in full amounts owed by the Settling State, then the Settling State's share shall be placed in an interest bearing escrow account (less reasonable expenses of the Fee Fund Administrator) and held unless and until the Settling State and its outside counsel agree in a signed writing to a resolution of the amount outstanding or there is a final judgment entered that is no longer appealable. c. Upon being provided a signed, written agreement or the final non-appealable judgment, the Fee Fund Administrator shall release monies from the State Outside Counsel Fee Fund in either the amount held by the Fee Fund Administrator, if the amount of the agreement or judgment is equal to or more than the amount held, or the amount indicated in the agreement or in the final judgment, if the amount in the agreement or judgment is less than the amount held. d. Nothing herein, including the amounts listed in paragraph 5 above, shall prevent a Settling State from arguing in any proceeding with its outside counsel that(a) its recovery was less than fifty(50%)percent of the recovery in the Settlement Agreement down to and including fifteen (15%)percent of the total recovery; (b) any payment should be discounted by an appropriate discount rate commensurate to the risk of the Settlement Agreement and the timeline that the Settling State is receiving its payments; (c) the settlement amount should be lower because a Settling State's amounts were reduced because a Settling State's outside counsel failed to obtain joinder from a Settling State's Subdivision(s)who(m)the outside counsel also represented; 137 or(d) any limitation placed by Janssen bars payment of a higher fee to outside counsel. e. In the event the amount due to the Settling State's outside counsel from an escrow account is less than the total amount of funds escrowed on the account of the Settling State, the balance shall be paid to the Settling State. In no event, other than a State not being a Settling State, shall funds revert to Janssen. f. Amounts owed by Janssen to the State Outside Counsel Fee Fund shall be reduced and/or credited to Janssen by the amount specified in paragraph 7, below, for any Non-Settling outside counsel States. 7. Reversion or Reduction of Amounts owed to Non-Settling States.Amounts owed by Janssen to the State Outside Counsel Fee Fund shall be reduced on account of Non-Settling States as follows: a. If the State of Washington does not become a Participating State and eleven (11) of the other outside counsel States in the table below become Participating States, then the amount Janssen owes under paragraph 4 will be reduced by the State of Washington's Fixed Amount in the table below. b. If ten(10) outside counsel States in the table below become Participating States, then the amount Janssen owes under paragraph 4 will be reduced by the allocated Fixed Amount in the table below for each Non-Settling State. c. If nine (9) or fewer of the outside counsel States in the table below become Participating States, then the amount Janssen owes under paragraph 4 will be reduced by each Non-Settling State's allocated Fixed Amount plus half the difference between the Non-Settling State's full share of the "Fee Amount if all OC States Join" and the Fixed Amount for each Non-Settling State. JJ Allocation% JJ Payment State Share Contract Full Contract Fixed Amount Fee Amount if Amount Rate Amount all OC States Join Arkansas 0.9663486633% $44,048,604.48 $22,024,302.24 TIPAC $4,452,430.22 $991,093.60 $3,608,210.22 Florida 7.0259134409% $318,598,151.79 $159,299,075.89 TIPAC $11,464,953.79 $7,168,458.42 $10,417,038.57 Idaho 0.5254331620% $24,023,889.47 $12,011,944.74 10% $1,201,194.47 $540,537.51 $1,040,060.24 Kentucky 2.0929730531% $95,444,090.08 $47,722,045.04 TIPAC $4,636,102.25 $2,147,492.03 $4,029,130.22 Mississippi 0.8898883053% $40,549,243.09 $20,274,621.55 TIPAC $4,277,462.16 $912,357.97 $3,456,713.24 Nevada 1.2486754235% $56,896,524.63 $28,448,262.31 19% $5,405,169.84 $1,280,171.80 $4,399,082.82 New 0.6258752503% $28,620,454.86 $14,310,277.43 27% $3,863,761.41 $643,960.23 $3,078,451.90 Hampshire New Jersey 2.7551354545% $124,934,796.18 $62,467,398.09 33% $20,614,241.37 $2,811,032.91 $16,272,038.83 New 0.8557238713% $39,104,404.67 $19,552,202.33 24 $ $879,849.11 $3,762,616.04 Mexico 4,692,528.56 Ohio 4.3567051408% $197,559,821.57 $98,779,910.78 TIPAC $8,438,995.54 $4,445,095.99 $7,464,883.44 Puerto Rico 0.7263201134% $33,083,484.37 $16,541,742.19 25% $4,135,435.55 $744,378.40 $3,308,356.71 South 0.2169945907% $9,948,315.49 $4,974,157.75 12% $596,898.93 $233,837.10 $505,909.15 Dakota Washington 2.3189040182% $105,153,378.36 $52,576,689.18 13.5% $7,097,853.04 $2,365,951.01 5,943,742.14 138 8. In the event that the Fee Fund Administrator has received from Janssen part or all of the amount that Janssen is entitled to offset under paragraph 7 above, the Fee Fund Administrator shall return to Janssen the amount so received. 139 EXHIBIT K Subdivision Settlement Participation Form Governmental Entity: State: Authorized Official: Address l: Address 2: City, State, Zip: Phone: Email: The governmental entity identified above ("Governmental Entity"), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated July 21, 2021 ("Distributor Settlement"), and acting through the undersigned authorized official, hereby elects to participate in the Distributor Settlement, release all Released Claims against all Released Entities, and agrees as follows. 1. The Governmental Entity is aware of and has reviewed the Distributor Settlement, understands that all terms in this Participation Form have the meanings defined therein, and agrees that by signing this Participation Form, the Governmental Entity elects to participate in the Distributor Settlement and become a Participating Subdivision as provided therein. 2. The Governmental Entity shall, within 14 days of the Reference Date and prior to the filing of the Consent Judgment, secure the dismissal with prejudice of any Released Claims that it has filed. 3. The Governmental Entity agrees to the terms of the Distributor Settlement pertaining to Subdivisions as defined therein. 4. By agreeing to the terms of the Distributor Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date. 5. The Governmental Entity agrees to use any monies it receives through the Distributor Settlement solely for the purposes provided therein. 6. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity's state where the Consent Judgment is filed for purposes limited to that court's role as provided in, and for resolving disputes to the extent provided in, the Distributor Settlement. The Governmental Entity likewise agrees to arbitrate before the National Arbitration Panel as provided in, and for resolving disputes to the extent otherwise provided in, the Distributor Settlement. K-1 7. The Governmental Entity has the right to enforce the Distributor Settlement as provided therein. 8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Distributor Settlement, including, but not limited to, all provisions of Part XI, and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Distributor Settlement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Distributor Settlement shall be a complete bar to any Released Claim. 9. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set forth in the Distributor Settlement. 10. In connection with the releases provided for in the Distributor Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads: General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released parry. A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities' decision to participate in the Distributor Settlement. K-2 11. Nothing herein is intended to modify in any way the terms of the Distributor Settlement, to which Governmental Entity hereby agrees. To the extent this Participation Form is interpreted differently from the Distributor Settlement in any respect, the Distributor Settlement controls. I have all necessary power and authorization to execute this Participation Form on behalf of the Governmental Entity. Signature: Name: Title: Date: K-3 EXHIBIT K Subdivision Settlement Participation Form Governmental Entity: State: Authorized Official: Address l: Address 2: City, State, Zip: Phone: Email: The governmental entity identified above ("Governmental Entity"), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated July 21, 2021 ("Distributor Settlement"), and acting through the undersigned authorized official, hereby elects to participate in the Distributor Settlement, release all Released Claims against all Released Entities, and agrees as follows. 1. The Governmental Entity is aware of and has reviewed the Distributor Settlement, understands that all terms in this Participation Form have the meanings defined therein, and agrees that by signing this Participation Form, the Governmental Entity elects to participate in the Distributor Settlement and become a Participating Subdivision as provided therein. 2. The Governmental Entity shall, within 14 days of the Reference Date and prior to the filing of the Consent Judgment, secure the dismissal with prejudice of any Released Claims that it has filed. 3. The Governmental Entity agrees to the terms of the Distributor Settlement pertaining to Subdivisions as defined therein. 4. By agreeing to the terms of the Distributor Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date. 5. The Governmental Entity agrees to use any monies it receives through the Distributor Settlement solely for the purposes provided therein. 6. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity's state where the Consent Judgment is filed for purposes limited to that court's role as provided in, and for resolving disputes to the extent provided in, the Distributor Settlement. The Governmental Entity likewise agrees to arbitrate before the National Arbitration Panel as provided in, and for resolving disputes to the extent otherwise provided in, the Distributor Settlement. K-1 7. The Governmental Entity has the right to enforce the Distributor Settlement as provided therein. 8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Distributor Settlement, including, but not limited to, all provisions of Part XI, and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Distributor Settlement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Distributor Settlement shall be a complete bar to any Released Claim. 9. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set forth in the Distributor Settlement. 10. In connection with the releases provided for in the Distributor Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads: General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released parry. A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities' decision to participate in the Distributor Settlement. K-2 11. Nothing herein is intended to modify in any way the terms of the Distributor Settlement, to which Governmental Entity hereby agrees. To the extent this Participation Form is interpreted differently from the Distributor Settlement in any respect, the Distributor Settlement controls. I have all necessary power and authorization to execute this Participation Form on behalf of the Governmental Entity. Signature: Name: Title: Date: K-3 EXHIBIT E List of Opioid Remediation Uses Schedule A Core Strategies States and Qualifying Block Grantees shall choose from among the abatement strategies listed in Schedule B. However, priority shall be given to the following core abatement strategies ("Core Strategies").14 A. NALOXONE OR OTHER FDA-APPROVED DRUG TO REVERSE OPIOID OVERDOSES 1. Expand training for first responders, schools, community support groups and families; and 2. Increase distribution to individuals who are uninsured or whose insurance does not cover the needed service. B. MEDICATION-ASSISTED TREATMENT ("MAT") DISTRIBUTION AND OTHER OPIOID-RELATED TREATMENT 1. Increase distribution of MAT to individuals who are uninsured or whose insurance does not cover the needed service; 2. Provide education to school-based and youth-focused programs that discourage or prevent misuse; 3. Provide MAT education and awareness training to healthcare providers, EMTs, law enforcement, and other first responders; and 4. Provide treatment and recovery support services such as residential and inpatient treatment, intensive outpatient treatment, outpatient therapy or counseling, and recovery housing that allow or integrate medication and with other support services. 14 As used in this Schedule A,words like"expand,""fund,""provide"or the like shall not indicate a preference for new or existing programs. E-1 C. PREGNANT & POSTPARTUM WOMEN 1. Expand Screening, Brief Intervention, and Referral to Treatment("SBIRT') services to non-Medicaid eligible or uninsured pregnant women; 2. Expand comprehensive evidence-based treatment and recovery services, including MAT, for women with co- occurring Opioid Use Disorder("OUD") and other Substance Use Disorder("SUD")/Mental Health disorders for uninsured individuals for up to 12 months postpartum; and 3. Provide comprehensive wrap-around services to individuals with OUD, including housing, transportation,job placement/training, and childcare. D. EXPANDING TREATMENT FOR NEONATAL ABSTINENCE SYNDROME ("NAS") 1. Expand comprehensive evidence-based and recovery support for NAS babies; 2. Expand services for better continuum of care with infant- need dyad; and 3. Expand long-term treatment and services for medical monitoring of NAS babies and their families. E. EXPANSION OF WARM HAND-OFF PROGRAMS AND RECOVERY SERVICES 1. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments; 2. Expand warm hand-off services to transition to recovery services; 3. Broaden scope of recovery services to include co-occurring SUD or mental health conditions; 4. Provide comprehensive wrap-around services to individuals in recovery, including housing, transportation,job placement/training, and childcare; and 5. Hire additional social workers or other behavioral health workers to facilitate expansions above. E-2 F. TREATMENT FOR INCARCERATED POPULATION 1. Provide evidence-based treatment and recovery support, including MAT for persons with OUD and co-occurring SUD/MH disorders within and transitioning out of the criminal justice system; and 2. Increase funding for jails to provide treatment to inmates with OUD. G. PREVENTION PROGRAMS 1. Funding for media campaigns to prevent opioid use (similar to the FDA's "Real Cost" campaign to prevent youth from misusing tobacco); 2. Funding for evidence-based prevention programs in schools; 3. Funding for medical provider education and outreach regarding best prescribing practices for opioids consistent with the 2016 CDC guidelines, including providers at hospitals (academic detailing); 4. Funding for community drug disposal programs; and 5. Funding and training for first responders to participate in pre-arrest diversion programs, post-overdose response teams, or similar strategies that connect at-risk individuals to behavioral health services and supports. H. EXPANDING SYRINGE SERVICE PROGRAMS 1. Provide comprehensive syringe services programs with more wrap-around services, including linkage to OUD treatment, access to sterile syringes and linkage to care and treatment of infectious diseases. I. EVIDENCE-BASED DATA COLLECTION AND RESEARCH ANALYZING THE EFFECTIVENESS OF THE ABATEMENT STRATEGIES WITHIN THE STATE E-3 Schedule B Approved Uses Support treatment of Opioid Use Disorder(OUD) and any co-occurring Substance Use Disorder or Mental Health(SUD/MH) conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following: PART ONE: TREATMENT A. TREAT OPIOID USE DISORDER (OUD) Support treatment of Opioid Use Disorder("OUD") and any co-occurring Substance Use Disorder or Mental Health("SUD/MH") conditions through evidence-based or evidence- informed programs or strategies that may include, but are not limited to, those that:15 1. Expand availability of treatment for OUD and any co-occurring SUD/MH conditions, including all forms of Medication-Assisted Treatment("MAT') approved by the U.S. Food and Drug Administration. 2. Support and reimburse evidence-based services that adhere to the American Society of Addiction Medicine ("ASAM') continuum of care for OUD and any co- occurring SUD/MH conditions. 3. Expand telehealth to increase access to treatment for OUD and any co-occurring SUD/MH conditions, including MAT, as well as counseling, psychiatric support, and other treatment and recovery support services. 4. Improve oversight of Opioid Treatment Programs ("OTPs") to assure evidence- based or evidence-informed practices such as adequate methadone dosing and low threshold approaches to treatment. 5. Support mobile intervention, treatment, and recovery services, offered by qualified professionals and service providers, such as peer recovery coaches, for persons with OUD and any co-occurring SUD/MH conditions and for persons who have experienced an opioid overdose. 6. Provide treatment of trauma for individuals with OUD (e.g., violence, sexual assault, human trafficking, or adverse childhood experiences) and family members (e.g., surviving family members after an overdose or overdose fatality), and training of health care personnel to identify and address such trauma. 7. Support evidence-based withdrawal management services for people with OUD and any co-occurring mental health conditions. 15 As used in this Schedule B,words like"expand,""fund,""provide"or the like shall not indicate a preference for new or existing programs. E-4 8. Provide training on MAT for health care providers, first responders, students, or other supporting professionals, such as peer recovery coaches or recovery outreach specialists, including telementoring to assist community-based providers in rural or underserved areas. 9. Support workforce development for addiction professionals who work with persons with OUD and any co-occurring SUD/MH conditions. 10. Offer fellowships for addiction medicine specialists for direct patient care, instructors, and clinical research for treatments. 11. Offer scholarships and supports for behavioral health practitioners or workers involved in addressing OUD and any co-occurring SUD/MH or mental health conditions, including, but not limited to, training, scholarships, fellowships, loan repayment programs, or other incentives for providers to work in rural or underserved areas. 12. Provide funding and training for clinicians to obtain a waiver under the federal Drug Addiction Treatment Act of 2000 ("DATA 2000")to prescribe MAT for OUD, and provide technical assistance and professional support to clinicians who have obtained a DATA 2000 waiver. 13. Disseminate of web-based training curricula, such as the American Academy of Addiction Psychiatry's Provider Clinical Support Service—Opioids web-based training curriculum and motivational interviewing. 14. Develop and disseminate new curricula, such as the American Academy of Addiction Psychiatry's Provider Clinical Support Service for Medication— Assisted Treatment. B. SUPPORT PEOPLE IN TREATMENT AND RECOVERY Support people in recovery from OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the programs or strategies that: 1. Provide comprehensive wrap-around services to individuals with OUD and any co-occurring SUD/MH conditions, including housing, transportation, education, job placement,job training, or childcare. 2. Provide the full continuum of care of treatment and recovery services for OUD and any co-occurring SUD/MH conditions, including supportive housing, peer support services and counseling, community navigators, case management, and connections to community-based services. 3. Provide counseling, peer-support, recovery case management and residential treatment with access to medications for those who need it to persons with OUD and any co-occurring SUD/MH conditions. E-5 4. Provide access to housing for people with OUD and any co-occurring SUD/MH conditions, including supportive housing, recovery housing, housing assistance programs, training for housing providers, or recovery housing programs that allow or integrate FDA-approved mediation with other support services. 5. Provide community support services, including social and legal services, to assist in deinstitutionalizing persons with OUD and any co-occurring SUD/MH conditions. 6. Support or expand peer-recovery centers, which may include support groups, social events, computer access, or other services for persons with OUD and any co-occurring SUD/MH conditions. 7. Provide or support transportation to treatment or recovery programs or services for persons with OUD and any co-occurring SUD/MH conditions. 8. Provide employment training or educational services for persons in treatment for or recovery from OUD and any co-occurring SUD/MH conditions. 9. Identify successful recovery programs such as physician, pilot, and college recovery programs, and provide support and technical assistance to increase the number and capacity of high-quality programs to help those in recovery. 10. Engage non-profits, faith-based communities, and community coalitions to support people in treatment and recovery and to support family members in their efforts to support the person with OUD in the family. 11. Provide training and development of procedures for government staff to appropriately interact and provide social and other services to individuals with or in recovery from OUD, including reducing stigma. 12. Support stigma reduction efforts regarding treatment and support for persons with OUD, including reducing the stigma on effective treatment. 13. Create or support culturally appropriate services and programs for persons with OUD and any co-occurring SUD/MH conditions, including new Americans. 14. Create and/or support recovery high schools. 15. Hire or train behavioral health workers to provide or expand any of the services or supports listed above. C. CONNECT PEOPLE WHO NEED HELP TO THE HELP THEY NEED (CONNECTIONS TO CARE) Provide connections to care for people who have—or are at risk of developing—OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that: E-6 I. Ensure that health care providers are screening for OUD and other risk factors and know how to appropriately counsel and treat (or refer if necessary) a patient for OUD treatment. 2. Fund SBIRT programs to reduce the transition from use to disorders, including SBIRT services to pregnant women who are uninsured or not eligible for Medicaid. 3. Provide training and long-term implementation of SBIRT in key systems (health, schools, colleges, criminal justice, and probation), with a focus on youth and young adults when transition from misuse to opioid disorder is common. 4. Purchase automated versions of SBIRT and support ongoing costs of the technology. 5. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments. 6. Provide training for emergency room personnel treating opioid overdose patients on post-discharge planning, including community referrals for MAT, recovery case management or support services. 7. Support hospital programs that transition persons with OUD and any co-occurring SUD/MH conditions, or persons who have experienced an opioid overdose, into clinically appropriate follow-up care through a bridge clinic or similar approach. 8. Support crisis stabilization centers that serve as an alternative to hospital emergency departments for persons with OUD and any co-occurring SUD/MH conditions or persons that have experienced an opioid overdose. 9. Support the work of Emergency Medical Systems, including peer support specialists, to connect individuals to treatment or other appropriate services following an opioid overdose or other opioid-related adverse event. 10. Provide funding for peer support specialists or recovery coaches in emergency departments, detox facilities, recovery centers, recovery housing, or similar settings; offer services, supports, or connections to care to persons with OUD and any co-occurring SUD/MH conditions or to persons who have experienced an opioid overdose. 11. Expand warm hand-off services to transition to recovery services. 12. Create or support school-based contacts that parents can engage with to seek immediate treatment services for their child; and support prevention, intervention, treatment, and recovery programs focused on young people. 13. Develop and support best practices on addressing OUD in the workplace. E-7 14. Support assistance programs for health care providers with OUD. 15. Engage non-profits and the faith community as a system to support outreach for treatment. 16. Support centralized call centers that provide information and connections to appropriate services and supports for persons with OUD and any co-occurring SUD/MH conditions. D. ADDRESS THE NEEDS OF CRIMINAL JUSTICE-INVOLVED PERSONS Address the needs of persons with OUD and any co-occurring SUD/MH conditions who are involved in, are at risk of becoming involved in, or are transitioning out of the criminal justice system through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that: 1. Support pre-arrest or pre-arraignment diversion and deflection strategies for persons with OUD and any co-occurring SUD/MH conditions, including established strategies such as: 1. Self-referral strategies such as the Angel Programs or the Police Assisted Addiction Recovery Initiative ("PAART'); 2. Active outreach strategies such as the Drug Abuse Response Team ("DART') model; 3. "Naloxone Plus" strategies, which work to ensure that individuals who have received naloxone to reverse the effects of an overdose are then linked to treatment programs or other appropriate services; 4. Officer prevention strategies, such as the Law Enforcement Assisted Diversion ("LEAD") model; 5. Officer intervention strategies such as the Leon County, Florida Adult Civil Citation Network or the Chicago Westside Narcotics Diversion to Treatment Initiative; or 6. Co-responder and/or alternative responder models to address OUD-related 911 calls with greater SUD expertise. 2. Support pre-trial services that connect individuals with OUD and any co- occurring SUD/MH conditions to evidence-informed treatment, including MAT, and related services. 3. Support treatment and recovery courts that provide evidence-based options for persons with OUD and any co-occurring SUD/MH conditions. E-8 4. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co- occurring SUD/MH conditions who are incarcerated in jail or prison. 5. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co- occurring SUD/MH conditions who are leaving jail or prison or have recently left jail or prison, are on probation or parole, are under community corrections supervision, or are in re-entry programs or facilities. 6. Support critical time interventions ("CTP'), particularly for individuals living with dual-diagnosis OUD/serious mental illness, and services for individuals who face immediate risks and service needs and risks upon release from correctional settings. 7. Provide training on best practices for addressing the needs of criminal justice- involved persons with OUD and any co-occurring SUD/MH conditions to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, harm reduction, case management, or other services offered in connection with any of the strategies described in this section. E. ADDRESS THE NEEDS OF PREGNANT OR PARENTING WOMEN AND THEIR FAMILIES, INCLUDING BABIES WITH NEONATAL ABSTINENCE SYNDROME Address the needs of pregnant or parenting women with OUD and any co-occurring SUD/MH conditions, and the needs of their families, including babies with neonatal abstinence syndrome ("NAS"), through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that: 1. Support evidence-based or evidence-informed treatment, including MAT, recovery services and supports, and prevention services for pregnant women—or women who could become pregnant—who have OUD and any co-occurring SUD/MH conditions, and other measures to educate and provide support to families affected by Neonatal Abstinence Syndrome. 2. Expand comprehensive evidence-based treatment and recovery services, including MAT, for uninsured women with OUD and any co-occurring SUD/MH conditions for up to 12 months postpartum. 3. Provide training for obstetricians or other healthcare personnel who work with pregnant women and their families regarding treatment of OUD and any co- occurring SUD/MH conditions. 4. Expand comprehensive evidence-based treatment and recovery support for NAS babies; expand services for better continuum of care with infant-need dyad; and expand long-term treatment and services for medical monitoring of NAS babies and their families. E-9 5. Provide training to health care providers who work with pregnant or parenting women on best practices for compliance with federal requirements that children born with NAS get referred to appropriate services and receive a plan of safe care. 6. Provide child and family supports for parenting women with OUD and any co- occurring SUD/MH conditions. 7. Provide enhanced family support and child care services for parents with OUD and any co-occurring SUD/MH conditions. 8. Provide enhanced support for children and family members suffering trauma as a result of addiction in the family; and offer trauma-informed behavioral health treatment for adverse childhood events. 9. Offer home-based wrap-around services to persons with OUD and any co- occurring SUD/MH conditions, including, but not limited to, parent skills training. 10. Provide support for Children's Services—Fund additional positions and services, including supportive housing and other residential services, relating to children being removed from the home and/or placed in foster care due to custodial opioid use. PART TWO: PREVENTION F. PREVENT OVER-PRESCRIBING AND ENSURE APPROPRIATE PRESCRIBING AND DISPENSING OF OPIOIDS Support efforts to prevent over-prescribing and ensure appropriate prescribing and dispensing of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following: 1. Funding medical provider education and outreach regarding best prescribing practices for opioids consistent with the Guidelines for Prescribing Opioids for Chronic Pain from the U.S. Centers for Disease Control and Prevention, including providers at hospitals (academic detailing). 2. Training for health care providers regarding safe and responsible opioid prescribing, dosing, and tapering patients off opioids. 3. Continuing Medical Education(CME) on appropriate prescribing of opioids. 4. Providing Support for non-opioid pain treatment alternatives, including training providers to offer or refer to multi-modal, evidence-informed treatment of pain. 5. Supporting enhancements or improvements to Prescription Drug Monitoring Programs ("PDMPs"), including, but not limited to, improvements that: E-10 I. Increase the number of prescribers using PDMPs; 2. Improve point-of-care decision-making by increasing the quantity, quality, or format of data available to prescribers using PDMPs, by improving the interface that prescribers use to access PDMP data, or both; or 3. Enable states to use PDMP data in support of surveillance or intervention strategies, including MAT referrals and follow-up for individuals identified within PDMP data as likely to experience OUD in a manner that complies with all relevant privacy and security laws and rules. 6. Ensuring PDMPs incorporate available overdose/naloxone deployment data, including the United States Department of Transportation's Emergency Medical Technician overdose database in a manner that complies with all relevant privacy and security laws and rules. 7. Increasing electronic prescribing to prevent diversion or forgery. 8. Educating dispensers on appropriate opioid dispensing. G. PREVENT MISUSE OF OPIOIDS Support efforts to discourage or prevent misuse of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following: 1. Funding media campaigns to prevent opioid misuse. 2. Corrective advertising or affirmative public education campaigns based on evidence. 3. Public education relating to drug disposal. 4. Drug take-back disposal or destruction programs. 5. Funding community anti-drug coalitions that engage in drug prevention efforts. 6. Supporting community coalitions in implementing evidence-informed prevention, such as reduced social access and physical access, stigma reduction—including staffing, educational campaigns, support for people in treatment or recovery, or training of coalitions in evidence-informed implementation, including the Strategic Prevention Framework developed by the U.S. Substance Abuse and Mental Health Services Administration ("SAMHSA"). 7. Engaging non-profits and faith-based communities as systems to support prevention. E-11 8. Funding evidence-based prevention programs in schools or evidence-informed school and community education programs and campaigns for students, families, school employees, school athletic programs, parent-teacher and student associations, and others. 9. School-based or youth-focused programs or strategies that have demonstrated effectiveness in preventing drug misuse and seem likely to be effective in preventing the uptake and use of opioids. 10. Create or support community-based education or intervention services for families, youth, and adolescents at risk for OUD and any co-occurring SUD/MH conditions. 11. Support evidence-informed programs or curricula to address mental health needs of young people who may be at risk of misusing opioids or other drugs, including emotional modulation and resilience skills. 12. Support greater access to mental health services and supports for young people, including services and supports provided by school nurses, behavioral health workers or other school staff, to address mental health needs in young people that (when not properly addressed) increase the risk of opioid or another drug misuse. H. PREVENT OVERDOSE DEATHS AND OTHER HARMS (HARM REDUCTION) Support efforts to prevent or reduce overdose deaths or other opioid-related harms through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following: 1. Increased availability and distribution of naloxone and other drugs that treat overdoses for first responders, overdose patients, individuals with OUD and their friends and family members, schools, community navigators and outreach workers, persons being released from jail or prison, or other members of the general public. 2. Public health entities providing free naloxone to anyone in the community. 3. Training and education regarding naloxone and other drugs that treat overdoses for first responders, overdose patients, patients taking opioids, families, schools, community support groups, and other members of the general public. 4. Enabling school nurses and other school staff to respond to opioid overdoses, and provide them with naloxone, training, and support. 5. Expanding, improving, or developing data tracking software and applications for overdoses/naloxone revivals. 6. Public education relating to emergency responses to overdoses. E-12 7. Public education relating to immunity and Good Samaritan laws. 8. Educating first responders regarding the existence and operation of immunity and Good Samaritan laws. 9. Syringe service programs and other evidence-informed programs to reduce harms associated with intravenous drug use, including supplies, staffing, space, peer support services, referrals to treatment, fentanyl checking, connections to care, and the full range of harm reduction and treatment services provided by these programs. 10. Expanding access to testing and treatment for infectious diseases such as HIV and Hepatitis C resulting from intravenous opioid use. 11. Supporting mobile units that offer or provide referrals to harm reduction services, treatment, recovery supports, health care, or other appropriate services to persons that use opioids or persons with OUD and any co-occurring SUD/MH conditions. 12. Providing training in harm reduction strategies to health care providers, students, peer recovery coaches, recovery outreach specialists, or other professionals that provide care to persons who use opioids or persons with OUD and any co- occurring SUD/MH conditions. 13. Supporting screening for fentanyl in routine clinical toxicology testing. PART THREE: OTHER STRATEGIES L FIRST RESPONDERS In addition to items in section C, D and H relating to first responders, support the following: 1. Education of law enforcement or other first responders regarding appropriate practices and precautions when dealing with fentanyl or other drugs. 2. Provision of wellness and support services for first responders and others who experience secondary trauma associated with opioid-related emergency events. J. LEADERSHIP, PLANNING AND COORDINATION Support efforts to provide leadership, planning, coordination, facilitations, training and technical assistance to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, the following: 1. Statewide, regional, local or community regional planning to identify root causes of addiction and overdose, goals for reducing harms related to the opioid epidemic, and areas and populations with the greatest needs for treatment E-13 intervention services, and to support training and technical assistance and other strategies to abate the opioid epidemic described in this opioid abatement strategy list. 2. A dashboard to (a) share reports, recommendations, or plans to spend opioid settlement funds; (b) to show how opioid settlement funds have been spent; (c) to report program or strategy outcomes; or (d) to track, share or visualize key opioid- or health-related indicators and supports as identified through collaborative statewide, regional, local or community processes. 3. Invest in infrastructure or staffing at government or not-for-profit agencies to support collaborative, cross-system coordination with the purpose of preventing overprescribing, opioid misuse, or opioid overdoses, treating those with OUD and any co-occurring SUD/MH conditions, supporting them in treatment or recovery, connecting them to care, or implementing other strategies to abate the opioid epidemic described in this opioid abatement strategy list. 4. Provide resources to staff government oversight and management of opioid abatement programs. K. TRAINING In addition to the training referred to throughout this document, support training to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, those that: 1. Provide funding for staff training or networking programs and services to improve the capability of government, community, and not-for-profit entities to abate the opioid crisis. 2. Support infrastructure and staffing for collaborative cross-system coordination to prevent opioid misuse, prevent overdoses, and treat those with OUD and any co- occurring SUD/MH conditions, or implement other strategies to abate the opioid epidemic described in this opioid abatement strategy list(e.g., health care, primary care, pharmacies, PDMPs, etc.). L. RESEARCH Support opioid abatement research that may include, but is not limited to, the following: 1. Monitoring, surveillance, data collection and evaluation of programs and strategies described in this opioid abatement strategy list. 2. Research non-opioid treatment of chronic pain. 3. Research on improved service delivery for modalities such as SBIRT that demonstrate promising but mixed results in populations vulnerable to opioid use disorders. E-14 4. Research on novel harm reduction and prevention efforts such as the provision of fentanyl test strips. 5. Research on innovative supply-side enforcement efforts such as improved detection of mail-based delivery of synthetic opioids. 6. Expanded research on swift/certain/fair models to reduce and deter opioid misuse within criminal justice populations that build upon promising approaches used to address other substances (e.g., Hawaii HOPE and Dakota 24/7). 7. Epidemiological surveillance of OUD-related behaviors in critical populations, including individuals entering the criminal justice system, including, but not limited to approaches modeled on the Arrestee Drug Abuse Monitoring ("ADAM') system. 8. Qualitative and quantitative research regarding public health risks and harm reduction opportunities within illicit drug markets, including surveys of market participants who sell or distribute illicit opioids. 9. Geospatial analysis of access barriers to MAT and their association with treatment engagement and treatment outcomes. E-15