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Home My WebLink AboutAgenda Packet City Council - 08/23/2022 Lw,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,August 23, 2022 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 Guajardo to call the meeting to order. B. Invocation to be given by Pastor Richard Milby, Corpus Christi Cross Project. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Timothy Davila, Freshman at Roy Miller High School. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. Short Term Rental Update b. FY 2023 Budget Development Update City of Corpus Christi Page 1 Printed on 8/22/2022 City Council Meeting Agenda-Final-revised August 23, 2022 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. BOARD &COMMITTEE APPOINTMENTS: (NONE) H. EXPLANATION OF COUNCIL ACTION: I. CONSENT AGENDA: (ITEMS 1 - 7) 1. 22-1447 Approval of the August 16, 2022 Regular Meeting Minutes sponsors: City Secretary's Office Consent-Second Reading Ordinances 2. 22-1298 Case No. 0522-02, City of Corpus Christi (District 1): Ordinance rezoning property at or near 1525 Morgan Avenue, located along the south side of Morgan Avenue, east of South Brownlee Boulevard, and west of 12th Street from the "CG-2" General Commercial District and the "RS-TF" Two-Family District to the "CN-1" Neighborhood Commercial District. (Planning Commission and Staff recommended approval of the change of zoning from the" "CG-2" General Commercial District and the "RS-TF" Two-Family District to the "CN-1"Neighborhood Commercial District.) sponsors: Development Services 3. 22-0375 Ordinance amending Chapter 49 of the Corpus Christi Code of Ordinances to add Article IX, Sidewalk Cafes, Parklets and Pedlets in City right of way in the Downtown Area to authorize the closure and use of portions of public right-of-way to facilitate the use of public sidewalks and parking areas for the sale or provision of food and beverages outdoors; and providing for a penalty. sponsors: Public Works/Street Department Consent- Contracts and Procurement 4. 22-1449 Motion authorizing a one-year service agreement with Summit Risk Advisors, LLC, dba SA Benefit Services, for stop loss coverage for the City of Corpus Christi Page 2 Printed on 8/22/2022 City Council Meeting Agenda-Final-revised August 23, 2022 City's self-funded employee health benefits from October 1, 2022, through September 30, 2023, with funding from the proposed FY 2023 Operating Budget for an estimated amount of$2,496,000.00 payable from various City employee health funds. sponsors: Human Resources and Finance &Procurement Consent- Capital Projects 5. 21-0914 Motion awarding a professional services contract to Jacobs Engineering, Corpus Christi, Texas, to provide design, bid, and construction phase services for the new Peoples Street Boardwalk, located in Council District 1, in an amount not to exceed $439,065.00, with FY 2022 funding available from the Seawall Capital Fund. Sponsors: Engineering Services, Parks and Recreation Department and Finance & Procurement 6. 22-1216 Motion authorizing a four-month service agreement with Synergy Construction of South Texas, LLC., of Corpus Christi, Texas, for the installation of 14 replacement and 13 new shade structure units in an amount not to exceed $111,375.00, with FY 2022 funding in the amount of $18,562.50 from the General Fund. sponsors: Parks and Recreation Department and Finance &Procurement General Consent Items 7. 22-0200 Resolution amending the City's Infill Housing Incentive Program (IHIP) Guidelines for Type B Subsidies to Developers selling property to Qualifying Low-Income Homebuyers and amending the City's Program Guidelines for Housing Development Fee Waivers for Property sold to Non-Qualifying Homebuyers to expand eligibility of the types of zoning in which lots may qualify for said Programs to lots not designated as "RS" with the approval of the Director of Development Services and further authorizing an amendment to the City's agreement with the Corpus Christi Type B Corporation funding the IHIP to effectuate said amendment. sponsors: Neighborhood Services J. BRIEFINGS: (ITEM 8 -9) 8. 22-1457 Council Update from Port Commissioner Appointees at approximately 1:00 PM. 9. 22-1471 Texas Commission on Environmental Quality 2001 Agreed Order Briefing sponsors: Corpus Christi Water K. RECESS FOR LUNCH City of Corpus Christi Page 3 Printed on 8/22/2022 City Council Meeting Agenda-Final-revised August 23, 2022 L. PUBLIC HEARINGS: (NONE) M. INDIVIDUAL CONSIDERATION ITEMS: (NONE) N. FIRST READING ORDINANCES: (ITEMS 10 - 13) 10. 22-1401 Ordinance approving an amendment to the Downtown Tax Increment Reinvestment Zone #3 Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi, Texas on June 28, 2022 to broaden the New Commercial Tenant Finish Out Program and to change the program name to Commercial Finish-Out Program. sponsors: Finance &Procurement 11. 22-1406 Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the Infectious Disease Prevention and Control Unit-COVID (IDCU-COVID) Grant from the Texas Department of State Health Services appropriating $951,649.00 into the Health Grants Fund for COVID-19 response activities for the period September 1, 2022, through August 31, 2024; amending the operating budget; and authorizing 19 grant positions. Sponsors: Health Department 12. 22-1358 Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the Health Disparities Grant from the Texas Department of State Health Services appropriating $281,785.00 into the Health Grants Fund to provide community engagement in communities disproportionately impacted by COVID-19; and amending the operating budget. sponsors: Health Department 13. 22-1403 Ordinance amending City Code Chapter 9, Aviation, Section 9-54, pertaining to landing fees at the Corpus Christi International Airport by revising the landing weight for aircraft subject to a landing fee from 12,500 to 6,000 pounds; and authorizing execution of a five-year contract with Vector Airport Systems, LLC, for the billing and collection of landing fees. Effective upon City Council approval. sponsors: Aviation Department O. EXECUTIVE SESSION: P. ADJOURNMENT City of Corpus Christi Page 4 Printed on 8/22/2022 City of Corpus Christi 1201 Leopard Street � Corpus Christi,TX 78401 !+ cctexas.com 4 , Meeting Minutes City Council Tuesday,August 16, 2022 11:30 AM Council Chambers Addendums may be added on Friday. A. Mayor Paulette Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 11:35 a.m. B. Invocation to be given by Pastor Chuck Goodwin, Fish for Life Ministries. Pastor Chuck Goodwin, Fish for Life Ministries, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Madilynn Cantu, Junior at Foy H. Moody High School . Vanessa Trevino, Multimedia Specialist with Communications Department, 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 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 Huerta Present: 9- Mayor Paulette 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. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor Guajardo referred to City Manager's comments. a. Alternative Water Resources Update Chief Operations Officer of Corpus Christi Water Michael Murphy presented information on the following topics: seawater desalination; and other potential water supplies. Council Members, Mr. Murphy, and City Manager Peter Zanoni discussed the following topics: need representation from the plant owners of CC Polymers; the ability for the public to purchase reuse water from the City; the greatest source of water for Aquifer City of Corpus Christi Page 1 Printed on 811912022 City Council Meeting Minutes August 16, 2022 Storage would be Greenwood Wastewater; the importance of understanding the impact to the residential ratepayer; the City is utilizing recycled water to irrigate three local golf courses, along with the Veterans Cemetery; a Council Member's request for the percentage of water used by industry; a request for the estimated cost of alternate water sources, as well as an updated cost on desalination; a Council Member's request for information regarding flushing fire hydrants to repurpose water for irrigation; and a Council Member's request for staff to provide the top 10 list of water users in the City. b. Infrastructure Management Plan (IMP) Quarterly Update City Manager Peter Zanoni presented information on the following topics: FY 2021 and FY 2022 IMP summary; IMP street maintenance programs summary; public works-in house street rehabilitation program; contractual residential street reconstruction program; contractual street preventative maintenance program; and contractual concrete street reconstruction program. Council Members, City Manager Zanoni and Interim Director of Public Works Gabriel Hinojosa discussed the following topics: a Council Member's request for a percentage of streets being reconstructed by district and a breakdown of residential streets by district; with regard to Airline Road flooding, staff stated that the drainage system was clogged with heavy debris; currently, the City cleans out inlets every three years; a Council Member's request to get information out to the public about storm water fees; and a proposed budget will be brought to Council for more street inlet maintenance. F. PUBLIC COMMENT Mayor Guajardo opened the public comment period. Maggie Peacock, 7037 Islander Way, spoke regarding climate crisis and desire for clean energy jobs. Armon Alex, 1610 La Joya St., spoke regarding city engagement and climate change. Savannah Leos, 810 Erwin Ave., spoke regarding issues with a child care facility. Melissa Zamora, 3917 Brawner Parkway, spoke in opposition to desalination and regarding a climate change action. G. BOARD &COMMITTEE APPOINTMENTS: (NONE) I. CONSENT AGENDA: (ITEMS 1 - 6) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda and asked if a Council Member would like to pull an item for individual consideration. A Council Member asked to pull Item 3. City of Corpus Christi Page 2 Printed on 8/19/2022 City Council Meeting Minutes August 16, 2022 A motion was made by Council Member Molina, seconded by Council Member Hernandez to approve the Consent Agenda with the exception of Item 3. 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 1. 22-1407 Approval of the August 8, 2022 Budget Workshop Minutes, August 9, 2022 Regular Meeting Minutes and August 11, 2022 Budget Workshop Minutes The Minutes were approved on the consent agenda. Consent-Second Reading Ordinances 2. 22-1297 Ordinance authorizing acceptance of a grant from the Executive Office of the President, Office of National Drug Control Policy, in an amount of$89,480.00 for overtime for four sworn officers and lease payments on four vehicles for the FY 2022 High Intensity Drug Trafficking Area Initiative; and appropriating $89,480.00 in the Police Grants Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032828 3. 22-0889 Ordinance amending the Unified Development Code (UDC) and corresponding UDC Zoning Map to adopt Military Compatibility Area Overlay Districts for the areas of and surrounding Truax Field at Naval Air Station - Corpus Christi, Naval Auxiliary Landing Field Cabaniss, and Naval Auxiliary Landing Field Waldron to make land use compatible with Naval Air Station - Corpus Christi's military mission to include regulation of land use, density, intensity, noise, light, and vertical obstructions, and providing for penalty. Mayor Guajardo referred to Item 3. There were no comments from the Council. Council Member Molina made a motion to approve the ordinance, seconded by Council Member Hernandez. This Ordinance was passed on second reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina and Council Member Pusley Abstained: 1 - Council Member Smith Enactment No: 032829 City of Corpus Christi Page 3 Printed on 8/19/2022 City Council Meeting Minutes August 16, 2022 4. 22-1272 Case No. 0522-01, Corpus Note Acquisitions LLC (District 2): Ordinance rezoning property at or near 3241 Reid Drive (located along the south side of Reid Drive, north of Texan Trail, and south of Botsford Street) from the "RM-1" Multifamily District to the "ON" Neighborhood Office District. (Planning Commission and Staff recommended approval of the change of zoning from the"RM-1"Multifamily District to the "ON"Neighborhood Office District.) This Ordinance was passed on second reading on the consent agenda. Enactment No: 032830 5. 22-1373 Ordinance ordering a general election to be held on November 8, 2022, in the City of Corpus Christi for the election of Mayor and eight Council Members; providing for procedures for holding such election; providing for notice of election and publication thereof; providing for establishment of branch early voting polling places; designating polling place locations; authorizing a joint election with Nueces County, and a runoff election, if one is necessary, on December 13, 2022; authorizing execution of a Joint Election Agreement with Nueces County; and enacting provisions incident and relating to the subject and purpose of this ordinance. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032831 Consent- Capital Projects 6. 22-1360 Motion awarding a construction contract to Landmark Structures I, LP, Fort Worth, Texas, for Elevated Water Storage Tanks ACR Implementation Phase 3 project in an amount of$13,372,000.00 located in Council District 4, with FY 2022 funding available from the Water Capital Fund. This Motion was passed on the consent agenda. Enactment No: M2022-131 J. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 1:58 p.m. Executive Session Item 11 was held during the lunch recess. Mayor Guajardo reconvened the meeting at 2:23 p.m. K. PUBLIC HEARINGS: (ITEM 7) 7. 22-1298 Case No. 0522-02, City of Corpus Christi (District 1): Ordinance rezoning property at or near 1525 Morgan Avenue, located along the south side of Morgan Avenue, east of South Brownlee Boulevard, and west of 12th Street from the "CG-2" General Commercial District and the "RS-TF" Two-Family District to the "CN-1" Neighborhood Commercial District. (Planning Commission and City of Corpus Christi Page 4 Printed on 8/19/2022 City Council Meeting Minutes August 16, 2022 Staff recommended approval of the change of zoning from the""CG-2"General Commercial District and the "RS-TF" Two-Family District to the "CN-1" Neighborhood Commercial District.) Mayor Guajardo referred to Item 7. Director of Development Services Al Raymond presented information on the following topics: zoning and land use; public notification; staff analysis and recommendation; and planning commission and staff recommend approval. A Council Member and Director Raymond discussed the following topic: a Council Member spoke in support of the replacement of this fire station. Mayor Guajardo opened the public hearing. There were no comments from the public. Mayor Guajardo closed the public hearing. 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: 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 L. INDIVIDUAL CONSIDERATION ITEMS: (ITEM 8) 8. 22-1245 One-Reading Ordinance calling for a special election for the Bond 2022 Program to be held on November 8, 2022, in the City of Corpus Christi for the authorization of bond issuances for the City by ad valorem taxes totaling $125 million without a property tax rate increase to fund 32 projects under the following propositions: Streets ($92.5 million), Parks ($20 million), Public Safety ($10 million) and Libraries ($2.5 million). Mayor Guajardo referred to Item 8. Assistant City Manager Neiman Young presented information on the following topics: key dates for bond 2022; bond 2020 project summary; bond 2022 project summary; rough proportionality; special election; Proposition A-streets; Proposition B-Parks and Recreation; Proposition C-public safety; Proposition D-Libraries; other supporting activities; and staffs recommendation. A Council Member and City Manager Zanoni thanked staff and leadership who worked on this $125M Bond. City of Corpus Christi Page 5 Printed on 8/19/2022 City Council Meeting Minutes August 16, 2022 Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Lerma made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on emergency 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: 032832 M. FIRST READING ORDINANCES: (ITEM 9) 9. 22-0375 Ordinance amending Chapter 49 of the Corpus Christi Code of Ordinances to add Article IX, Sidewalk Cafes, Parklets and Pedlets in City right of way in the Downtown Area to authorize the closure and use of portions of public right-of-way to facilitate the use of public sidewalks and parking areas for the sale or provision of food and beverages outdoors; and providing for a penalty. Mayor Guajardo referred to Item 9. Interim Director of Public Works Gabriel Hinojosa presented information on the following topics: background; findings; and staff's recommendation. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Members, Interim Director Hinojosa and Executive Director of the Downtown Management District Alyssa Barrera Mason discussed the following topics: Council Members' concerns about limited parking downtown; a request from Council Members for the City to consider leasing a parking garage downtown; and only two parklets are allowed per block with one per side. Council Member Hunter 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: City of Corpus Christi Page 6 Printed on 811912022 City Council Meeting Minutes August 16, 2022 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. BRIEFINGS: (ITEM 10) 10. 22-1427 Briefing Update to City Council on Operations at the American Bank Center Mayor Guajardo referred to Item 10. General Manager of OVG 360 Venue Management Brian Martin presented information on the following topics: about Oak View Group; first 45 days action items; new events/announcements; facility updates/landscaping; Capital: repair and replacement assessment; catering/concessions updates; outside catering engagement to explain new business model; catering policies by venue; best business practices-food and beverage; TABC license-prior mapping; food and beverage comparison-ancillary revenue breakdown historical vs. projected-loss of revenue estimate $1.4M; current local food and beverage partnerships; State of the City Address; and thank you. Council Members, Mr. Martin and City Manager Peter Zanoni discussed the following topics: storage issues have been addressed; concerns about insufficent parking for events at American Bank Center, as well as traffic control issues; and a concern about weak Wi-Fi signals inside American Bank Center. O. EXECUTIVE SESSION: (ITEM 11) Mayor Guajardo referred to Executive Session Item 11. The Council went into Executive Session at 1:58 p.m. The Council returned from Executive Session at 2:23 p.m. 11. 22-1413 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning construction claims and litigation including, but not limited to, the case of Justin T. Garcia, individually, and Diana Dominguez, as power of attorney for and next friend of Justin Garcia v. City of Corpus Christi, Texas and William M. Hobbs, 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. This E-Session Item was passed after executive session. The following motion was considered: Motion to authorize the execution of all documents necessary to settle the lawsuit of Justin T. Garcia, individually, and Diana Dominguez, as power of attorney for and next friend of Justin Garcia v. City of Corpus Christi, Texas and William M. Hobbs in exchange for the City of Corpus Christi Page 7 Printed on 8/19/2022 City Council Meeting Minutes August 16, 2022 City funds previously authorized for attorneys, experts, and service providers to assist in this lawsuit plus an additional City-provided amount not to exceed $100,000. Council Member Lerma made a motion to approve the motion, seconded by Council Member Molina. This Motion was passed 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: M2022-132 P. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 2:25 p.m. City of Corpus Christi Page 8 Printed on 8/19/2022 so �o Ilk o AGENDA MEMORANDUM v Public Hearing & First Reading Ordinance for the City Council Meeting 08/16/2022 µCORPOR I Second Reading Ordinance for the Cit Council Meeting 08/23/2022 1852 DATE: July 15, 2022 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 1525 Morgan Avenue CAPTION: Case No. 0522-02, City of Corpus Christi (District 1): Ordinance rezoning property at or near 1525 Morgan Avenue (from the "CG-2" General Commercial District and the "RS-TF" Two-Family District to the "CN-1" Neighborhood Commercial District.) SUMMARY: The purpose of this rezoning is to allow for a Public/Civic Use, specifically for the construction of a new fire station. BACKGROUND AND FINDINGS: The subject property is 1.3 Acre. To the north, properties are zoned "CG-2" General Commercial, "ON" Neighborhood Office, and "RS-TF" Two-Family District with Commercial and Light Density Residential uses, and a few vacant. To the south, "CN-1" Neighborhood Commercial District and "RS-TF"Two-Family District with Light Density Residential and Medium Density Residential uses, and a few vacant. To the east, "RM-3" Multifamily District and "ON" Neighborhood Office District with Public/Semi-Public, Light Density Residential, Medium Density Residential, and Commercial uses. To the west, "RS-6" Single-Family 6 District, "ON" Neighborhood Office District, and "CG- 2" General Commercial District with Light Density Residential, Professional, and General Commercial uses. The proposed Fire Station is a replacement of the aging Fire Station #3, which was constructed in 1954, and is located adjacent to the subject property. After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency and considering public input, staff proposes approval of the change of zoning. Conformity to City Policy The proposed rezoning is consistent with the Future Land Use Map and many broader elements of the Comprehensive Plan and has direct access to an arterial street and commercial uses, and is adjacent to non-residential zoning. Public Input Process Number of Notices Mailed 40 within 200-foot notification area 2 outside notification area As of August 12, 2022: I n Favor In Opposition 0 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area Totaling 0 % 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 rezoning from the "CG-2" General Commercial District and "RS-TF" Two-Family District to the "CN-1" Neighborhood Commercial District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission recommended approval of the change of zoning from the "CG-2" General Commercial District and "RS-TF" Two-Family District to the "CN-1" Neighborhood Commercial District on June 29, 2022. Vote Count.- For: ount:For: 7 Opposed: 0 Absent: 2 Abstained: 0 Staff recommended approval of the change of zoning from the "CG-2" General Commercial District and "RS-TF"Two-Family District to the"CN-1" Neighborhood Commercial District on June 29, 2022. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 0522-02 City of Corpus Christi: (District 1) Ordinance rezoning a property at or near 1525 Morgan Avenue from the "CG-2" General Commercial District and "RS-TF" Two-Family District to the "CN-1" Neighborhood Commercial 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 Portions of lots 21 Through 29, lots 33 through 44, Block 1001 , Bay Terrace 2, as shown in Exhibit "A": From the "CG-2" General Commercial District and "RS-TF" Two-Family District to the "CN-1" Neighborhood Commercial District. The subject property is located at or near 1525 Morgan Avenue. Exhibit A, which is a metes and bounds description and 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 6 That the foregoing ordinance was read for the first time and passed to its second reading on this 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 That the foregoing ordinance was read for the second time and passed finally on this 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 the day of , 2022. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 3 of 6 Exhibit A URBAN ENGINEERING Job No-43201.0 1 15 May 23,2022 Exhibit A 1.2315 -k c re Tract STATE OF TEXAS COUNTY OF NUECES Fieldnotm for a 1236 Am Tract of Land. compHing rioylior,; of[-ots 'I 11,rou-1i `0 ind I through 44, Mock I M,1. BjI errace NO- '.2 \-Ijll - -,vhic;i ., i,-,:jrded i Map Recortk of Cvunt�. lexis:said 1.= i, I r, fulh tollows. Beginning.at the intcrscc I ion of the apparent'I,,.k 1, I JJC public road N4 ay,and the apparent Last R igh 1-o I 1 1 , - c 1, .,, L, idc public roadkay,on the West boundan, line of ;ild 1 and i,- -mi 100i, t'0rtn,: Qst corner 11f thio Trac t; T h crim North (15'41",0" V4ist, with I tic i- 1 1, 1 1) ov cr and acnim" the slid Blink hill, 280.37 I'Vet. to the iri(crscci itin ot'di,, i, , .,: i I it-,,[ 0, r. 1 etc and the apparent West Right- Ot'-Wa,k line of 12'ISirco,a 70 Foot sl ide 1, 1 1, 1 ,1.1 on the I ,i houndarti fitw oftlic ,aid Vot 27 and III, said Block 1001.for the Northcast Thence.South .;1`2,'34-East,with the c, ii %n boumfiii line of the sifid We Right-all-W.iN 1111L':incl the said 131o)ck 1011, at Q6.4 I Feet i;_ imum I ,tamped "CH Y ()I, CORM 7S (1 IRIS FI" Found, in all 151.65 Feet.it,a 5,'8 Ioi,h I i Id. 71-1 a r�d cap%tamped"VIMAN JiVilt C'('-I'X" Set.K.-ing the Nonheat comer ot'l -1 I' :ii ; ��Ik I I fir flic Southeast comer ofthc said Lot 21 and ihi, Tract: 'I hvilvv- ,�,.Jlk S 4.+ " West, with th, I ,71d the CofflYnk PTI 1%R1 r,1-11 11 r)L I the Said 1.L-i t I and I Inch Iron Rod%61h;L 111 J,11L CA[l Miirnl)cE' EIRIS_l I k til P', I I said l,k-Rs 20.21.44 ii,J 4'�1.CIlic Naid PI-A 10 i. In ajj iL, I L,1 .1 the said apparent 1:9.1 Right-of-lNiy I ;i , .-f 1i 11ce Boulevard, ,,. i I ,,I i i-i i [,(its.11 mid Ir-�it J!o- ,i J MkiA 1001, ILI[ the'�- 1-1 1 c,.I comer of this I i-i,i I S`,-Survey h*A3 20 hC I 15tOFFJCFNIETES AND HoU NDS',FN4.3 201 CI 15 1.236 Acm 202211523.Dnc%Xagc I of 2 OFFICF:1361)85 4-3 101 2725 S WAN TNF.R DR.9 COR P1 I S('11 R1 S 11,'1 L X A%,78404 F AN(361)954-(4)U I www-urbancAlLcom I 13ft firm P 145*TBPLS Firm It 10032400 Page 4 of 6 Thence,.North 31°20'41" % est,with the common bowidary tine of the said East Right-of-Way line and the said Block 1001, 279.60 Fcet, to the Point of Beginning. containing 1.236 Aeras (33,841 SgFi)of Land,more or less. Grid Bcarings and Distance t Oim�n hereon are referenced ti the I evil C oordinatc System of 1083,Texas South Zone 4205.and are bawd un the North Anrerican E?awrn of 1x183(201 1)Epoch 2010.00. 1'nless this ticldnotcs description. including preamblc, seal and si8,naiure. appear:, in its entirety. in illi ot'Iginal torm, SUR'O'Or assumrs 110 rCsporTsibiliI% for itw rccl m:y,.4b x4 rc,den-. ue crcc°rMIvsrMrtrg skelLh rr1 dPrri!res'+cvlherf 1ra�•c'irz. VRII,\N I'N( r11\11'RING 4j��b t�Fyf��n 7�C 1 SRIAN ar,No LC7RENTS[»i M6 SUR`I'�'- Brian Q.Lorentz, m, IRI..'+. License No. 68351 ti Sr:ire[ rrp. I+'AH,Its' :rFF1u) \11.I1.ti:1ti1rRtWNDS'.FN43201CI15_1_236Acrn_20220523-thxxPage2of2 r rl f ICE (361)853.3101 2725 SWAN IN PR CTR.•CORPUS CHRISTI.TEN AS 7$404 FAX(361)9544,0)1 Mµww—rrbmen .rgym TOPE Frmn 0 145 •'I731*[.5 Firm k 1002400 Page 5 of 6 ON C RS- TF ON RS- TF -M LO RS- TF ON CGj-2 CG-2 G-2 SUBJECT MORGANAVE PROPERTY cn co m m m OM m R M —3 rz RS- TSF RM- RM-3 R S--6 ON ,A RS- TF N- 1 � CASE: 0522-02 SUBJECT PROPERTY WITH ZONING Portlan(l Subject Property Corpus Christ I d -A I F�iF. F,,,,1.D;. ..... SUBJECT\ D1+Lr... ,,-e -ii,r.,,!,D- i D,.i,, PROPERTY F'6 F,,I�D D Il,D-11 —A F,w D,- IC....... PC-11 plill 3, Di l 5 P Sp,I'l P,nfl� T-1? T I I I D L', 11l n�A 1-� I--Fw, D 11 City of P T 1.—,.1 COFPLIS L— D'10 c 1111"li Esrl.HERE,ILOCATION MAP v, Page 6 of 6 ZONING REPORT Case # 0522-02 Applicant & Subject Property City Council District: 1 Owner: City of Corpus Christi Applicant: City of Corpus Christi Address and Location: 1525 Morgan Avenue and 1411 12th Street, located along the south side of Morgan Avenue, east of South Brownlee Boulevard, and west of 12th Street. Legal Description: Portions of lots 21 through 29, lots 33 through 44, Block 1001 , Bay Terrace 2. Acreage of Subject Property: 1 .3 acres Zoning Request From: "CG-2" General Commercial District and "RS-TF" Two-Family District To: "CN-1" Neighborhood Commercial District Purpose of Request: To allow for a Public/Civic Use (the construction of a new fire station). Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "CG-2" General Commercial, Vacant Government and "RS-TF" Two-Family "CG-2" General Commercial, Commercial, Low Density Medium Density North "ON" Neighborhood Office, Residential, and Vacant Residential, Mixed and "RS-TF" Two Family Use "CN-1" Neighborhood Low Density Residential, Medium Density South Commercial, and "RS-TF" Medium Density Residential, Residential, High Two-Family and Vacant Density Residential,and Mixed Use Public/Semi-Public, Low Medium Density East "RM-3" Multifamily, and "ON" Density Residential, Medium Residential, Mixed Neighborhood Office Density Residential, and Use Commercial "RS-6" Single-Family 6, "ON" Low Density Residential, Medium Density West Neighborhood Office, "CG-2" Professional Office, and Residential, and and General Commercial Commercial Commercial Plat Status: Property is platted. Air Installation Compatibility Use Zone (AICUZ): No. Code Violations: None. Transportation and Circulation FOR Morgan Avenue, South Brownlee Street, and 12th Street Designation-Urban Section Proposed Section Existing Morgan Street Avenue "A1" Minor Arterial 95' R.O.W. 4 Lanes, 60 Feet Zoning Report Page 2 Designation-Urban Section Proposed Section Existing S. Brownlee Street Blvd "C1" 2 Lanes Minor Collector 60' ROW70 Feet Designation-Urban Section Proposed Section Existing 12th Street Street Local Residential 60' R.O.W. 2 Lanes, 70 Feet Bicycle Infrastructure Distance to Bicycle Network3 Segment Proposed Segment Existing Approximately 0.23 mile east of the subject 1-Cycle Track (Both Sides) None property, along Alameda Street Approximately 0.43 miles west of the Buffered Bike Lane None subject property, along Alameda Street Transit: The Corpus Christi RTA provides transit services via Bus Route 17 Carrol/Southside with a bus stop immediately north of Morgan Avenue along the west side of S. Brownlee Boulevard, and another immediately south of Morgan Avenue along the east side of S. Brownlee Boulevard toward the Staples Street Station. Both stops are also serviced by the Route 5 Alameda bus. Transit services are also offered via Bus Route 23 Molina with a bus stop immediately west on 10th street, along the south side of Morgan Avenue to the Staples Street Station, and another stop west of Prescott Street along the north side of Morgan Avenue with West Point Road as the destination. Utilities Gas: 2-inch WS gas service line located along 12th street and portion of Morgan Avenue. Stormwater: 54-inch RCP storm pipe located along the Morgan Avenue frontage. Wastewater: 27-inch Clay wastewater line located along the 12th Street frontage, and an 8" HDPE onsite. Water: 12-inch ACP waterline located along the S. Brownlee Blvd frontage, and 10-inch ACP water line located along the Morgan Avenue and 12th Street frontage. Corpus Christi Comprehensive Plan Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. Area Development Plan (ADP): According to Plan CC the subject property is located within the Southeast Area Development Plan (Adopted July 11 , 1995, update currently underway). Future Land Use Map: Government Water Master Plan, Wastewater Master Plan, Stormwater Master Plan: Currently, there are no proposed improvements. Zoning Report Page 3 Public Notification Number of Notices Mailed —40 within 200-foot notification area —2 outside 200-foot notification area In Opposition — 0 inside notification area — 0 inside notification area 0% in opposition within the 200-foot notification area Public Hearing Schedule Planning Commission Hearing Date: June 29, 2022 City Council 1St Reading/Public Hearing Date: August 16, 2022 City Council 2nd Reading Date: August 23, 2022 Comprehensive Plan Consistency: Plan CC: The proposed rezoning consistent with following Goals and Strategies for Decision Makers: • Future Land Use, Zoning and Urban Design • Promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. • Encourage orderly growth of residential, commercial, and industrial areas. • Housing and Neighborhoods • Encourage appropriate transitions between commercial and residential developments and between high and low-density residential developments. Future Land Use Map: The proposed rezoning is consistent with the Future Land Use Map. • Government Staff Analysis: "While the comprehensive plan is consulted when making decisions about rezoning. It does not justify the denial of a plat or the development of land." (Plan CC). Staff reviewed the subject property's background information and the applicant's purpose of the rezoning request and conducted research into the properties land development history to include platting, zoning, existing surrounding land uses and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of comprehensive plan. As a result of the above analysis staff notes the following: • The proposed rezoning is consistent with the Future Land Use Map and consistent with many broader elements of the with the Comprehensive Plan. • The proposed rezoning has direct access to an arterial street and commercial uses and is adjacent to nonresidential zoning. • The proposed Fire Station is a replacement for the aging Fire Station #3 which was constructed in 1954 and is located adjacent to the subject property. Zoning Report Page 4 After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency and considering public input, staff proposes approval of the change of zoning. Staff Recommendation (June 29, 2022): Approval of the change of zoning from the "CG-2" General Commercial District and "RS-TF" Two-Family District to the "CN-1" Neighborhood Commercial District. Attachments: A. Location Map (Existing Zoning & Notice Area) Zoning Report Page 5 ATTACHMENT A: EXISTING ZONING AND NOTICE AREA ON CN- 1 ON RS- TF RS- TF R_M,_3 RS- TF ON R__M-� CG- 2 CG-2 39 32 31 38 37 36 35 34 33 30 40 SUBJECT MORGAN AVE CG- 1 PROPERTY 1Z� z 0�4 5A 22 1 P��SG 23 21 m 206 m 24 19 5 z 2.5 7 x: 4 .0'r N m 26 1,7� R S- T+F 9 32 R M�3 16 0 28 15 10 29 11 14PA 13 RM- RM-3 R S--6 a'ao Z f� L ON N� RS- TF CN- 1 V. CASE: 0522-02 Zoning and notice Area ortland y ,gl RM-1 Multifamllyl IL Ligh[Industrial RM-2 Mulfifamily2 IH Heavy Industrial RM-3 Mulllfamlly 3 PUD Planned Unit DevOverlay ON Professional Office RS-10 Single-Family 10 RM-AT Multifamily AT RS-6 5ingle-Family6 Corpus C N.1 Neighborhood Commercial RSL.S Single-Family 4.5 CN-2 Net hbonccod Commercial RS-TF Two-Family C.hristl CR d Resort Comm...-I RS.15 Single.Famlly 15 bstown . CR-2 Resort Commercial RE Reaid—tml Estate CG-1 Genera l Commercial RS-TH Townhouse CG-2 General Commercial SP Special Pormit CI miens ve eeirrntareial RV Rccreallonal vei,lcle P.rk SUBJECT CBO Downtown Commercial RMH Manufactured Home PROPERTY CR-3 Re son Cornrnercial FR Farm Rural HHistoric Overlay BP Business Park Sl,ecr?ir;ne:"i O Ca'ss ,moo. CItV Of, C c)1pUs Esri,HERE. - 'f Christi LOCATION MAP Zoning Case 0522-02 s. a City of Corpus Christi O0 IVN ~F` DISTRICT 1 G- Rezoning for a property at 1525 Morgan Avenue I, �. From "CG-2" and "RS-TF" to "CN-1" r. Lp� P ' Lr.:lru.•li a s SUBJECT\ y .r PROPERTY - L.lli flLl4 i3 'IF City Council August 16, 2022 Zoning and Land Use oN Proposed Use: $ TF', ----I Public/Civic Use-Government Facility -TF D ru I ' �_ RS-TF Area Development Plan: r i Southeast Area Development Plan ,ro�nNA� Future Land Use Map: oGovernment spa Existing Zoning: "CG-2" General Commercial and "RS-TF Two-Family Og�O g70 Adjacent Land Uses: Og�O�a g�0 North: Commercial, Light Density Residential, and Rne 3 commercial, and vacant NAS South: Light Density Residential, Medium Density RS- Residential, and Vacant East: Public/Semi-Public, Light Density Residential, ON Medium Density Residential, and Commercial N-I West: Light Density Residential, Professional Office, and Commercial Public Notification 40 Notices mailed inside 200' buffer °N ,---- ,11 RS-TF 2 Notice(s) mailed outside 200' buffer 1 -�0N II --71 i— I -TF-1 IRS-TFC CR ----I I I --j I CG-2 r---SII ICG-2 Notification Area II ,b 37 31 I Y ma�rnxave Opposed: 0 (0.00%) Separate Opposed Owners: 0 fi In Favor: 0.45 (0.00%) 10 14 RM RM-3 N RS- "Notified property owner's land in SQF/Total square xis footage of all property in the notification area = ON Percentage of public opposition. N•r Staff Analysis & Recommendation • The proposed rezoning is consistent with the Future Land Use Map and consistent with many broader elements of the with the Comprehensive Plan. • The proposed rezoning has direct access to an arterial street and commercial uses and is adjacent to nonresidential zoning. • The proposed Fire Station is a replacement for the aging Fire Station #3 which was constructed in 1954 and is located adjacent to the subject property. STAFF RECOMMENDATION: Approval of the rezoning from the "CG-2" General Commercial District and the "RS-TF" Two-Family District to the "CN-1" Neighborhood Commercial District. t O^N RS - TF ON RM�- . A CG - 2 CG - 2 ,A SUBJECT MORGAN AVE C G - 2 PROPERTY z PRS m m At Z z R S - -5- -i ,.,, . ,�R M - 1 ., N �` �r � RA 3 R S`- 6 � O N RS - TF CASE: 0522-02 Aerial View Portiand `�� Subject Property C Or pti s i 1Christ SUBJECT\ PROPERTY City of CorpuS Esri, HERE, Christi LOCATION MAP se G� aaRpoppEo AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 16, 2022 DATE: August 16, 2022 TO: Peter Zanoni, City Manager FROM: Gabriel Hinojosa, Interim-Director of Public Works gabrielh(a)cctexas.com (361) 826-1877 Amendment to Code of Ordinances Chapter 49 (Related to Installation of Sidewalk Cafes and Parklets) CAPTION: Ordinance amending Chapter 49 of the Corpus Christi Code of Ordinances to add Article IX, Sidewalk Cafes, Parklets and Pedlets in City right of way in the Downtown Area to authorize the closure and use of portions of public right-of-way to facilitate the use of public sidewalks and parking areas for the sale or provision of food and beverages outdoors; and providing for a penalty. SUMMARY: The ordinance proposes to amend Chapter 49 to add Article IX to add City Requirements for Sidewalk Cafes, Parklets and Pedlets in the City Right-of-Way in the Downtown Area. BACKGROUND AND FINDINGS: On March 22, 2022, the City Council enacted Ordinance No. 032702 authorizing a temporary pilot program for parklets in the downtown area, specifically for a parklet to be located in front of Lucy's Snackbar at 312 N. Chapparal, Corpus Christi, Texas. This proposed ordinance will amend Chapter 49 of the Corpus Christi Code of Ordinances to add Article IX to add City Requirements for Sidewalk Cafes, Parklets and Pedlets in the City Right-of-Way in the downtown area. These requirements include permit and license requirements, sidewalk cafe requirements, parklet requirements, and an application process. Notable additions discussed and recommended amendments to ordinances in Chapter 49, Article IX associated with Sidewalk Cafes, Parklets, and Pedlets in the City Right-Of-Way in the downtown area are summarized below: • Sec. 49-101. —Purpose o Describes the purpose to provide additional seating for customers for Sidewalk Cafes and Parklets. • Sec. 49-102. — Delegation of authority to grant permits and licenses for the installation of sidewalk cafes and parklets. o Delegates authority to the Department of Public Works to issue permits for sidewalk cafes and parklets to be constructed, installed, used and maintained within a public right-of-way. • Sec. 49-103. - Definitions. o Provides definitions for words and phrases used in this Article. • Sec. 49-104. - Permit and License Required. o Provides permit and license requirements for the use of public right-of-way and parking areas for parklet, sidewalk cafe or pedlet. • Sec. 49-105. - Sidewalk Cafe Requirements. o Provides requirements specific to sidewalk cafe regarding location criteria, boundary and clearance, storage, maintenance and operation, corner and intersection locations, emergency conditions, and other requirements. • Sec. 49-106. - Parklet Requirements. o Provides requirements specific to parklets regarding location criteria, setbacks, buffer, size and number, utilities, platform and drainage, ADA requirements, safety, maintenance and alterations, furnishings and fixtures, operation, emergency conditions, design requirements, and maintenance. • Sec. 49-107 Sidewalk Cafe and Parklet Application Process. o Describes the application process with the Department of Public Works. • Sec. 49-108 Fees. o Provides license fees for a sidewalk cafe and parklet. • Sec. 49-109. - Permit and License Conditions and Revocation. o Provides city rights to require any parklet, pedlet or sidewalk cafe to cease operation. ALTERNATIVES: The alternative is to deny or amend the ordinance. FISCAL IMPACT: There is no fiscal impact for this item. RECOMMENDATION: Staff recommends approval of the ordinance to amend Chapter 49 to add Article IX to add City Requirements for Sidewalk Cafes, Parklets and Pedlets in the City Right-of-Way in the Downtown Area LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation Ordinance amending Chapter 49 of the Corpus Christi Code to add Article IX, Sidewalk Cafes, Parklets and Pedlets in City right of way in the Downtown Area to authorize the closure and use of portions of public right-of-way to facilitate the use of public sidewalks and parking areas for the sale or provision of food and beverages outdoors; and providing for a penalty. Whereas, during the recent Covid-19 pandemic many restaurants and bars around the country looked to add or expand outdoor dining areas to comply with social distancing requirements and to accommodate customers who preferred dining and drinking outdoors; and Whereas, sidewalk cafes have been allowed in Corpus Christi since 2013, applications to use a portion of the public right-of-way (public street) to build a Parklet to provide additional outdoor dining and seating area in the downtown district has been under a pilot program since March 22, 2022; Whereas, many of the restaurants and bars located in the downtown area of Corpus Christi were built on smaller lots without much outdoor area or public right-of-way to accommodate the development of a sidewalk cafe; Whereas, on March 22, 2022, the City Council enacted Ordinance No. 032702 authorizing a temporary pilot program for parklets in the downtown area, specifically for a parklet to be located in front of Lucy's Snackbar at 312 N. Chapparal, Corpus Christi, Texas; Whereas, a parklet is an urban space for sitting, dining or enjoying nature, typically established where the sidewalk meets the street, often repurposing on-street parking spaces to provide a place for restaurant or bar owners to add additional seating and tables for their guests in an outdoor setting; Whereas, during the temporary pilot program for the one authorized parklet in the downtown area, city staff has been developing a process for handling new applications for sidewalk cafes and parklets in the downtown area along with more detailed technical specifications, rules and regulations for operating a sidewalk cafe or parklet in the downtown area. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITYOF CORPUS CHRISTI, TEXAS: Section 1. That Chapter 49, Streets and Sidewalks, of the Code of Ordinances of Corpus Christi is hereby amended to add Article IX, Sidewalk Cafes, Parklets and Pedlets in the City Right-of-Way in the Downtown Area, to read as follows: Article IX. SIDEWALK CAFES, PARKLETS AND PEDLETS IN CITY RIGHT-OF-WAY IN THE DOWNTOWN AREA. Sec. 49-136. — Purpose The purpose of this article is to protect public safety, to maintain safe and ready availability of City rights-of-way to the general public, and to permit local establishments to provide additional seating for their customers and others on the sidewalk adjacent to the building fagade (a "Sidewalk Cafe") or by way of the construction of platforms in one or more on- street parking spaces, where appropriate, which extend to the sidewalk (a "Parklet") to provide additional space for tables, seats and other public amenities. The utilization of a sidewalk cafe, or parklet will offer residents and visitors to Corpus Christi the opportunity to stop, sit and enjoy the surrounding neighborhood street life, thereby contributing to a vibrant, active and walkable City as well as to encourage economic development. This article is hereby implemented to allow the use of both public and private sidewalk cafes and parklets while setting policies and requirements, providing safeguards, and a procedure for the issuance of permits and licenses by staff. Further, the city manager or designee may authorize a pilot program for other shared outdoor parklet installations not intended for sale or provision of food and beverages outdoors. Sec. 49-137. — Delegation of authority to grant permits and licenses for the installation of sidewalk cafes and parklets. The City Council hereby delegates authority to the Department of Public Works to issue permits for sidewalk cafes and parklets to be constructed, installed, used and maintained within a public right-of-way so long as the proposed sidewalk cafe or parklet conform to the policies and safeguards established by this chapter, and does not unreasonably interfere with the public's use of the public right-of-way. If the request meets the criteria set out this section, then an approved permit and license may be issued. Any permit and license issued pursuant to the shall be revocable by the City at will. Sec. 49-138. - Definitions. The following words and phrases when used in this Article shall have the meanings respectively ascribed to them in this section: Alcoholic beverage shall mean an alcoholic beverage as defined by the Texas Alcoholic Beverage Code. Applicant shall mean any person, firm, corporation, or other legal entity who is requesting formal approval to construct, install, use, and maintain a sidewalk cafe, parklet or pedlet. Downtown Area shall mean the area located within the boundary of Tax Increment Reinvestment Zone #3. Owner shall mean the owner of the real property which is adjacent to the location of the proposed sidewalk cafe or parklet. Outdoor dining area shall mean the space described in an approved site plan that provides seating for the sale or provision of food and beverages outdoors. The outdoor dining area is delineated by structures within the portion of public right-of-way adjacent to the owner of the real property and may not extend beyond the fagade of the restaurant, business, or organization identified in the revocable license. These areas shall be constructed, operated, and maintained for the purpose of accommodating the patrons of licensee and shall be ADA accessible. Pedlet means a small platform that extends into a public parking space or spaces pursuant to a revocable license authorized by the city. A pedlet is intended for pedestrian use only when the sidewalk is rendered unusable to provide outdoor dining for a sidewalk cafe. It must be designed to meet ADA regulations and be stamped, signed and sealed by a licensed and bonded architect/engineering firm or engineer in the State of Texas to ensure the structure does not obstruct drainage and was built to support anticipated live loads and wind loads. Private Parklet is an outdoor dining area that extends into a public parking space or spaces pursuant to a revocable license authorized by the city. A private parklet is solely utilized by the adjacent business during its operation hours and a license allows the holder to provide table service of food, non-alcoholic beverages, and alcoholic beverages as permitted by ordinance, state law and the regulations of the Texas Alcoholic Beverage Commission (TABC). Cooking and preparation of food or beverages within a private parklet is not permitted. Private parklet shall be created by building a platform on the pavement to extend the sidewalk space, and retrofitting it with elements such as benches, planters, tables and chairs, umbrellas or bike racks. A private parklet must be designed to meet ADA regulations and be stamped, signed and sealed by a licensed and bonded architect/engineering firm or engineer in the State of Texas to ensure the structure does not obstruct drainage and was built to support anticipated live loads and wind loads. Public Parklet is a seating area that extends into a public parking space or spaces pursuant to a revocable license authorized by the city. A public parklet is a public space at all times and cannot be utilized by any business to provide table service of food or beverage. The public parklet may have hours that it is open and closed as directed by the City or by the owner or operator of the public parklet. The structure shall be created by building a platform on the pavement to extend the sidewalk space, and retrofitting it with elements such as benches, planters, tables and chairs, umbrellas, or bike racks. The public parklet must be designed to meet ADA regulations and be stamped, signed and sealed by a licensed and bonded architect/engineering firm or engineer in the State of Texas to ensure the structure does not obstruct drainage and was built to support anticipated live loads and wind loads. Public right-of-way means a strip of land over which the city has authority used or intended to be used, wholly or in part by the city, as a public street or sidewalk, or for utility purposes. Sidewalk means that portion of a public right-of-way, not including the street, that is paved for pedestrian traffic. Sidewalk cafe means that portion of the operation of a restaurant or business where table service will be provided and extends into the public sidewalk or pedestrian way pursuant to a license authorized by the city. Sidewalk cafe or Parklet elements means all tables, chairs, umbrellas, partitions and all other physical items associated with the sidewalk cafe or parklet. Temporary Parklet means an outdoor dining area that extends into a public parking space or spaces pursuant to a revocable license authorized by the city on a short-term basis. Temporary parklet permits and licenses shall not be issued for more than a 120-day period, only one temporary parklet may be issued to an applicant. If a platform is required, then it must be designed to meet ADA regulations and be stamped, signed and sealed by a licensed and bonded architect/engineering firm or engineer in the State of Texas to ensure the structure does not obstruct drainage and was built to support anticipated live loads and wind loads. In the event the Mayor declares a civil emergency that impacts the ability of a business to remain viable, the City Council may waive or extend the time restriction only for the duration of the civil emergency declaration. Sec. 49-139. - Permit and License Required. No person shall close and use portions of public right-of-way to facilitate the use of public sidewalks and parking areas to construct, install, operate or maintain a parklet, sidewalk cafe or pedlet within the City of Corpus Christi without first obtaining a permit and license agreement therefor in accordance with the terms and provisions of this article. (a) Each applicant must first submit an application for review and approval to the Department of Public Works. Every application for a permit required by this article shall contain the following: (1) The applicant's name, address, email address, and telephone number. (2) The applicant's business address and phone number. (3) The name, address, email address and telephone number of any individual or company for which the applicant is acting as an agent. (4) The name of the TABC License Holder and TABC license No. for the business seeking the application. (5) The legal business name, address, email address and telephone number of the business adjacent to the applicant. (6) Days and hours of operation of the proposed use. (7) Sidewalk cafe and parklet items requested to be permitted for use. (8) Location of the proposed parklet, sidewalk cafe, or pedlet. (9) Description, photographs, and construction drawings of the proposed use designed by a licensed and bonded architect/engineering firm or Engineer licensed in the State of Texas. (10) Proof of a general comprehensive business liability insurance policy, issued by an insurance company authorized to do business in the State of Texas, protecting and indemnifying the applicant and the city from all claims for damages to property and for bodily injury, including death, which may arise from operations under or in connection with the requested permit. Such insurance shall name the city as an additional insured, shall provide that no termination or cancellation will be effective without prior written notice to the city, and shall provide liability protection in the following minimum amounts: One million dollars ($1 ,000,000.00) per person per occurrence, two million dollars ($2,000,000) aggregate for bodily injury and for property damage. (11) For purposes of this article, every individual who conducts business for an applicant is a representative of such applicant whether acting as employee, agent, independent contractor, franchisee or otherwise for other business purposes, and the applicant shall for all purposes under this article be responsible for compliance with this article by every such individual representative. (12) Any other information the city manager, or designee, determines necessary to the enforcement and administration of this article. (b) A revocable license shall be issued by the City attorney or designee upon review and approval of the permit application. Both the permit and revocable license will only be issued to a fixed-site food and beverage establishment located in the downtown area. (c) The parklet, pedlet or sidewalk cafe shall be wholly located within public rights-of- way. (d) Possession of open containers of alcoholic beverages may be permitted within licensed areas provided the applicant holds the appropriate license from TABC for the licensed area. Licensed areas must be delineated. (e) A permit and revocable license for a pedlet will be issued for pedestrian use only when the sidewalk is rendered unusable to provide outdoor dining for a sidewalk cafe. (f) The issuance of a license is a privilege granted by the city. The license is for a temporary and interruptible use of a public sidewalk or parking space(s). It does not and shall not be construed to convey any legal or equitable interest whatsoever to any part of the parking space or public right-of-way. (g) The City's Traffic Engineer shall examine the application and determine whether all the requirements stated in this article for the issuance of a license have been satisfied. If all such requirements have been satisfied, then the City's Traffic Engineer shall coordinate with the City's Legal Department to prepare the license agreement. If the license is denied, the applicant shall be provided with the reasons therefor in writing, and the license application fee shall not be refunded. Sec. 49-140. - Sidewalk Cafe Requirements. A license shall not be issued to an applicant seeking to construct, install, operate and maintain a sidewalk cafe unless the application is complete, and the following requirements are met: (a) General location criteria: (1) Sidewalk cafe licenses will only be issued for restaurants or businesses located in the downtown area located near or adjacent to public parking spaces. Possession of open containers of alcoholic beverages shall be permitted within areas of a licensed sidewalk cafe provided that appropriate TABC licenses are maintained. (2) The sidewalk cafe must share the same management and same food preparation facilities as the restaurant or business to which it is associated. The restaurant or business seeking to operate a sidewalk cafe must front on and open onto the sidewalk or pedestrian way proposed for such sidewalk cafe. (3) The placement of sidewalk cafe elements may not extend beyond the sidewalk or pedestrian way frontage of the associated restaurant or business. Sidewalk cafe right-of-way space shall be contiguous with the property of the restaurant or business. (4) A minimum of 5-feet of unobstructed space (as measured from the street-side edge of the sidewalk to the sidewalk cafe partition) from the edge of the sidewalk, pedestrian way or obstruction (planter, trash can, etc.) for the passage of pedestrians, or comply with the Americans with Disabilities Act (ADA) requirements, whichever is greater, is provided. (5) The minimum setback from the business doors or adjacent business door shall be a minimum of 3 feet clear and shall meet building code requirements for doors and doorways. (6) If permitted curbside, the setback to the front face of the curb shall be 2 feet. (b) Utilities: (1) Fire Hydrants and Fire Department Connections (FDC's) shall not be blocked. A 15-foot clearance from the hydrant (7.5-foot each side) along the curb shall be maintained. A 3-foot buffer around the hydrant on all sides should also be maintained. (2) Sidewalk cafes may not be constructed over, obstruct, or interfere with public utilities, access panels, storm drains, fire hydrants, utility poles, bus stops, or driveways, signs, parking meters, mailboxes or benches, or other utility located on the sidewalk or public right-of-way. (c) Boundary and clearance: (1) The placement of the sidewalk cafe and elements shall not interfere with ingress/egress from buildings, alleys, fire exits or lanes and wheelchair ramps. The clear path of travel shall be generally straight with no abrupt turns that impair pedestrian circulation. (2) The clear path of travel is measured from the outside edge of the licensed sidewalk cafe area to the nearest obstruction, or if no obstruction exists, to the back face of the curb. A clear path of travel shall be generally straight with no abrupt turns, planter areas, or other obstructions that impair pedestrian circulation. (3) A boundary must enclose the sidewalk cafe from the remainder of the public way and be maintained to provide a minimum 5 feet of unobstructed space for the passage of pedestrians and comply with the Americans with Disabilities Act (ADA) requirements. The boundary shall be between 30 and 42 inches in height and must include cane detectable elements spaced no more than 24 inches horizontally. If alcohol is served the boundary shall be 42 inches in height. (4) The boundary must be durable so that it will not collapse or fall over due to wind or incidental contact with patrons or pedestrians. The boundary may have movable sections to aid the in public access to seating as long as the boundary complies with the approved site plan. The boundary must be maintained in place during operating hours. No boundary may be stabilized by bolting it to the sidewalk without written approval from the Department of Public Works. (5) A sidewalk cafe located along the curb must allow a minimum clearance of 18 inches from the sidewalk cafe boundary to the face of the curb. (6) The sidewalk cafe boundary and elements may be placed on the public way once the license is issued and must be removed on the expiration date noted in the license. Any sidewalk cafe in operation or that continues to keep the boundaries and/or furniture on the public way after the license expires is subject to removal and citation. (7) Non-permissible enclosure of City property within the boundaries of the sidewalk cafe includes, but is not limited to, parking meters, fire hydrants, signs, mailboxes, access panels, manholes, or vaults. These types of items can be identified as items that must be accessible to the public or to the City for emergency services. (8) No portion of an umbrella or other shade canopy shall be less than seven feet above the sidewalk. (d) Storage: (1) All tables, chairs, plants, planters, and any other items of the sidewalk cafe, hereinafter defined as sidewalk cafe elements, shall be approved as part of the permit approval process. Sidewalk cafe elements shall be promptly stacked/set aside immediately after the sidewalk cafe discontinues its daily operation and must be removed immediately afterward. discontinues its daily operations. Stacking or storing of chairs, tables, heaters, or any other sidewalk cafe element in the public right-of-way at any other time is prohibited. (e) Maintenance and operation. (1) Moveable elements, including tables and chairs, must be removed at the end of the business day, at business closure, or in the event of inclement weather, unless arrangements for assembly and storage of such items on a part of the sidewalk cafe are approved in the license. The sidewalk cafe elements used in the sidewalk cafe must be capable of being removed within twenty-24 hours of notice from the city. (2) The operation or furnishing of the sidewalk cafe shall not involve any permanent alteration to or encroachment upon any sidewalk or pedestrian way. The restaurant or business operator of the sidewalk cafe shall be responsible for repairing any incidental damage to public improvements resulting from its operation. (3) Sidewalk cafes must provide for adequate lighting in and around the public clearance way to ensure that all obstructions may be easily seen. The illumination shall not have adverse impact on the flow of vehicular traffic (4) There shall be no live entertainment or speakers placed in the license area unless approved and properly permitted by the city. (5) Tables, chairs, umbrellas, and other sidewalk cafe elements shall be maintained with a clean appearance and shall be in good repair at all times. Debris shall be removed as required during the day and again at the close of each business day. (6) No tables, chairs, or any other parts of sidewalk cafes shall be attached, chained or in any manner affixed to any tree, post, sign or other fixture, curb, or sidewalk in or near the permitted area. (7) Umbrellas and other decorative material shall be treated wood, canvas, cloth, or similar material that is manufactured to be fire-resistant. (8) No cooking apparatus shall be allowed in the sidewalk cafe area. (9) Only the sidewalk cafe equipment specifically shown on the approved application shall be allowed in the licensed area. No permanent storage of sidewalk cafe equipment shall be allowed in the permit area, in any portion of the public right- of-way or outside the structural confines of the building in which the restaurant or business is located. (10) A copy of the site plan, as approved in conjunction with the license, shall be maintained on the premise and shall be always available for inspection by city personnel. (f) Corner and intersection locations: (1) A sidewalk cafe must not interfere with visibility of drivers turning at street corners. In general, sidewalk cafe's must be located away from an intersection or street corner and shall maintain a minimum corner clearance zone of five (5) feet. The corner clearance zone is the area that includes the intersection of two sidewalks and the five (5)foot setback is measured from whichever is further of the following: a. Five (5) feet from the far edge of a marked crosswalk, b. Five (5) feet from the curb ramp landing pad, c. Five Feet from the intersection of two sidewalks. Extend to edge of crosswalk or curb i L L U mp ........ Extend 5`beyond Property tine intersection of ........... ......... --- ----- sidewalks a �► Intersection Extend to edge 5 ramp 0 of sidewalks of curb ra (g) Emergency conditions. (1) Upon the issuance of a severe storm, hurricane or tornado warning by the city or the county, the licensee shall move all tables, chairs and other equipment located in the sidewalk cafe indoors. The issuance of such a warning shall constitute an emergency situation as referenced in this ordinance. (2) The city may order the immediate removal or relocation of all, or parts of, a sidewalk cafe in emergency situations or for safety consideration, without notice. The city shall have the right to remove any and all such items immediately in an emergency situation. The city shall not be responsible for damage to sidewalk cafe elements under any circumstances. (h) Issuance of License. (1) The issuance of a sidewalk cafe license is a privilege granted by the city. The license is for a temporary and interruptible use of a public sidewalk or public right-of-way area. It does not and shall not be construed to convey any legal or equitable interest whatsoever to any part of the sidewalk or public right-of- way. (2) The City's Traffic Engineer shall examine the sidewalk cafe application and determine whether all of the requirements stated in this article for the issuance of a permit have been satisfied. If all such requirements have been satisfied, and the applicant has provided an appropriate certificate of insurance holding the City and its officers, agents and employees harmless from any injury, damage or claims related to the sidewalk cafe then the City's Traffic Engineer may issue the license. If the license is denied, the applicant shall be provided with the reasons therefor in writing, and the license application fee shall not be refunded. (i) License revocation. The City's Traffic Engineer may revoke a license issued pursuant to this article if it is determined that the restaurant or business operator has: (1) Misrepresented or provided false information in the permit or license application. (2) Operated the sidewalk cafe in a manner not consistent with the details provided in the permit and license application and not in compliance with City rules and requirements for sidewalk cafes. (3) Failure to pay renewal fees. (4) Violated any provision of this article. (5) Violated any law, regulation or ordinance regarding the possession, sale, transportation or consumption of intoxicating beverages or controlled substances. (6) Operated the sidewalk cafe in such manner as to create a public nuisance or to constitute a hazard to the public health, safety, or welfare; specifically including failure to keep the sidewalk cafe area clean and free of refuse at end of each business day or for violation of the Applicant's TABC license. (7) Failure to maintain any health, business or other permit or license required by law for the operation of the restaurant or business associated with the sidewalk cafe. (8) Failure to maintain the physical integrity of sidewalk cafe elements. (9) Operated the sidewalk cafe in violation of any city, county or state law, ordinance or regulation. Before the revocation of a license, the City's Traffic Engineer shall notify the license holder of its intent to revoke the license and the reasons therefor. (10) Any and all landscaping and public improvements that are damaged as a result of the construction and installation of the sidewalk cafe shall be replaced utilizing the same quality of materials and workmanship as approved by the city. (11) If the license is revoked, sidewalk cafe elements used in the operation of the sidewalk cafe must be removed within 48 hours of notice from the city, and if not so removed, the city shall have the right to remove and dispose of these items and may assess the property owner for the cost of such removal and disposal. The city shall not be responsible for damage to sidewalk cafe elements under any circumstances. (j) Notice. The licensee shall be given notice in writing of the reasons for revocation of the license. (k) Reservation of rights. The city reserves the right to require any sidewalk cafe established pursuant to this article to cease part or all of its operation in order to allow for construction, maintenance or repair of any street, sidewalk, utility, street or public building by the city, its agents or employees, or by any other governmental entity or public utility. The City may also require Licensee to temporarily close the sidewalk cafe during holiday or memorial parades, civic festivals and other events of a temporary nature as permitted by the city. The City also reserves the right to suspend or revoke the sidewalk cafe license to prevent or remedy a public nuisance or to protect the public health, safety, or general welfare of the citizens of Corpus Christi. (1) Insurance Requirement. Each licensee shall provide and maintain a policy of Commercial General Liability insurance with the minimum insurance coverage of one million dollars per occurrence. (m)Indemnity. Each licensee, as a condition of the City's consent given in this article, shall fully indemnify-and save and hold harmless the City, its officers, employees and agents against any and all liability, damage, loss, claims, demands and actions of any nature whatsoever on account of personal injuries (including, without limitation on the foregoing, workers' compensation and death claims), or property loss or damage of any kind whatsoever, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with the use of the right-of-way or construction, installation, existence, operation, use, maintenance, repair, restoration, or removal of the license, including any injury, loss or damage caused by the sole or contributory negligence of the indemnitees or any of them. Licensee must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on any claims or demands, with counsel satisfactory to indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from any of said liability, damage, loss, claims, demands, or actions. This provision is not intended to create liability for the benefit of third parties but is solely for the benefit of the City. (n) Term, transfer, renewal, etc. Licenses issued in accordance with the provisions of this article shall: (1) Be issued for a period of one (1) year. If a restaurant or business operator discontinues the restaurant or business operation or the sidewalk cafe within the year, no refund of the license fee shall be made. (2) Any restaurant or business holding a valid license for a particular sidewalk cafe shall be deemed to have reapplied for permission to use the same space for a succeeding license term. Restaurant or business operators not wishing to renew their license term must notify the City's Traffic Engineer in writing prior to the expiration of the license. (3) Restaurant and business owners wishing to extend their sidewalk cafe licenses must submit their current certificate of insurance and license renewal fee to the City's Traffic Engineer by January 31 of each year. (4) Restaurant and business owners must apply for a new license in the event of changes to approved sidewalk cafe elements. (5) Licenses shall not be transferable or assignable. Sec. 49-141. - Parklet Requirements. A license shall not be issued to an applicant seeking to construct, install, operate and maintain a parklet unless the application is complete, and the following requirements are met: (a) General location criteria: (1) Parklet licenses will only be issued for restaurants or businesses located in the downtown area located near or adjacent to public parking spaces. Possession of open containers of alcoholic beverages shall be permitted within areas of licensed parklets. (2) Parklets will only be considered for permanent fixed-site food and beverage establishments on a street with a speed limit of no more than 30 MPH and where on-street parking areas are available. Evaluation of parklets on streets with speed limits above 30 MPH shall be considered on a case-by-case basis. (3) A fixed-site food and beverage establishment is eligible for only one parklet. Approval for a sidewalk cafe and parklet will require site review and approval. (4) Parklets are prohibited in bus lanes, in front of fire hydrants, at utility access points (like manholes), and at high turnover parking spots (like banks, post office, and reserved take out/ delivery service parking). (5) The parklet shall only be located within parking stalls in right-of-way space that is contiguous with the property of the restaurant or business filing the license application. The restaurant or business seeking to operate a parklet must front on and open onto the sidewalk or pedestrian way proposed for such parklet. The placement of parklet elements may not extend beyond the sidewalk or pedestrian way frontage of the associated restaurant or business. (6) In general, parklets cannot be installed in locations where traffic congestion is an issue or where congestion could be an issue in the short term. (7) Parklets must not interfere with visibility for drivers turning at street corners. In general, parklets must be located at least one parking space away from an intersection or street corner and a minimum of twenty-two feet (22')feet from a marked crosswalk. (8) In general, parklets are prohibited in front of active driveways. Parklets may be installed in front of a driveway if the applicant owns the property served by the driveway or obtains written permission from the property owner. If the driveway has been abandoned or no longer provides access to off-street parking, the driveway may be levelled as part of the conditions for the parklet project. (9) Parklets may not be located on street curves or hills where horizontal or vertical sight-distance is an issue. (10) Parklets are generally permitted on streets with a running slope (grade) of five percent or less. (11) Parklet design should maintain a visual connection to the street and not block the view of conflicting movements of traffic, including pedestrian traffic, nor block the view of traffic control devices such as traffic signs, traffic signals, and other traffic warning devices. Continuous opaque walls above 42" that block views into the parklet from the surrounding streetscape are prohibited. You are allowed to include columns and other vertical elements. A windstorm certificate will be required for any design that includes a roof, trellis, or other overhead roof structure A building permit may also be required based on the design. Nei `_,idewalk parklet irk c: 'sidewalk 1 2 B.i' (b) Setbacks: (1) Parklets located next to driveways must be set back two feet from the outside edge of the driveway. (2) All parklets are required to include 4-foot minimum side setbacks to the nearest parking space, on either side, to buffer the parklet from adjacent on- street parking spaces. (3) The outer edge of the parklet must have 2- foot setback from the adjacent travel lane. With standard setbacks on an 8'x22' perpendicular parking stall, the dimensions of a parklet in one space would be 6' x 14'. (4) A three-foot long wheel stop must be installed three-feet from the curb at the edge of the front and back parking spaces. Wheel stops should be setback four feet from the parklet structure. For angled parking spaces, appropriate locations for wheel stops will be determined by the city Traffic Engineer. (5) Vertical elements such as flexible posts and bollards shall be placed 2-feet from the edge of the parklet on both sides of the parklet not adjacent to the travel lane. (c) Buffer: (1) The parklet shall have a continuous edge and physical barrier along the travel lane. Only the sidewalk-facing side of the parklet can be open to pedestrians. This can take the form of planters, railing, cabling, wall with built-in seating or some other appropriate buffer. If cable railing is used, spacing between cables cannot exceed six inches. (d) Size and Number: (1) No more than one parklet area per business. If a business wants to collaborate on sharing a larger space with a neighboring business, you will need to contact the City to work through the details of the application process. A shared area may prohibit serving alcohol. (2) A maximum of two parallel parking spaces or four perpendicular or angled parking spaces shall be used for each parklet. (3) The curbside parking lane must be at least eight feet wide from curb to the adjacent bicycle or vehicular travel lane. Sites with a parking lane less than eight feet wide will be considered on a case-by-case basis. (4) Only one parklet will be permitted on each side of a city block. (5) Parklets located in parallel parking spaces can be the length of one or two parallel parking spaces. (6) A 4-foot inner buffer is required when adjacent to another parallel parking space. A 2-foot buffer is required when adjacent to a driveway, motorcycle parking, or a bicycle corral. (7) Parklets located in perpendicular or angled parking spaces can utilize a maximum of two to four combined parking spaces. (8) Parklets must stay within the designated parking stall area. (9) The height of the railing should not exceed 36 inches from the parklet platform floor to the top of the railing. (10) If you wish to install wind barriers taller than 36 inches, the use of transparent materials like acrylic, plexiglass, plastic films, etc. is required and the height of the railing, including the transparent materials, should not extend more than 42 inches from the floor platform. (e) Utilities: (1) Fire Hydrants shall not be blocked. A 15-foot clearance from the hydrant (7.5- foot each side) along the curb shall be maintained. A 3-foot buffer around the hydrant on all sides should also be maintained. (2) Utilities. Parklets may not be constructed over, obstruct, or interfere with public utilities, access panels, storm drains, fire hydrants, bus stops, or driveways, utility poles, signs, parking meters, mailboxes or benches, or other utility located on the sidewalk or public right-of-way. (f) Platform and Drainage: (1) The parklet platform should allow for proper curbside drainage flow, drainage flow under the deck (for stormwater runoff) and create a level deck surface that aligns with the adjacent sidewalk and allows for removal when required. (2) The parklet deck must be flush with the curb, such that the parklet becomes an extension of the sidewalk. If the top of the deck is higher than the curb to meet the minimum vertical clearance requirement, an ADA accessible ramp is required. This can be done with foundation pedestals to support the platform abutting the curb or with a ramp of no more than 1/4" for users to access the platform. (3) The space underneath the platform surface must be accessible for maintenance through access panels, removable pavers, etc. (4) Parklets should be finished with quality materials and must support 100 pound per square foot live load. All rails must be capable of withstanding a 200-pound horizontal force. Applicants interested in utilizing fabric sails or other architectural features which may "catch" wind, must provide proof of wind loads. (5) Where a platform is installed, the top of the parklet platform must be flush with the sidewalk with a maximum gap of one-half inch and vertical separation of one-quarter inch. (6) There must be a horizontal gap between the curb and the base of the frame of at least 6 inches in width to provide clear gutter space along the entire length of the proposed platform. A minimum 2-inch vertical gap between the street surface and the bottom of the parklet decking is required. M@x. 1/22 Gay + POrktlt't DCCk. T LI rb ~ I Min_G, Hiph a ci-x mg threader J Swivel Iewilng mounts (7) Designs for the sub-structure of a parklet vary and depend on the slope of the street and overall design for the structure. The sub-structure must accommodate the crown of the road and provide a level surface for the parklet. "Bison pedestals" spaced under the surface and of different heights are a common application. Another method is to provide steel sub-structure and angled beams. (g) Americans With Disabilities Act (ADA) Requirements Compliance: (1) If tables, counters, benches or other furniture is provided, at least one of each type must be ADA accessible. (2) A minimum 36-inch ADA accessible entryway to the parklet must be maintained. The accessible path of travel must connect the sidewalk to the accessible entry, platform surface, wheelchair turning space and wheelchair resting place. The wheelchair turning space shall be 60-inches in diameter and located entirely within the platform; a 12-inch maximum overlap on the curb and sidewalk is acceptable. (3) A 30- by 48-inch clear floor area wheelchair landing area is required. This landing area is permitted to overlap with the wheelchair turning space by 24 inches maximum in any orientation. (4) Parklet platforms cannot exceed a 2% cross slope. (5) The placement of the parklet and parklet elements, shall not interfere with ingress/egress from buildings, alleys, fire exits or lanes and wheelchair ram ps. (6) A minimum five (5) feet of unobstructed space (as measured from the street- side edge of the sidewalk to the parklet partition) shall be maintained from the edge of the sidewalk, pedestrian way or obstruction (planter, trash can, etc.) for the passage of pedestrians, and comply with the Americans with Disabilities Act (ADA) requirements. (h) Safety: (1) Wheel stops are required and should be made of recycled rubber. Concrete wheel stops are discouraged. Structural bollards may be required if deemed necessary by the City. (2) Parklets shall have vertical elements at the outside corners that make them visible to traffic, such as flexible posts or bollards both with retroreflective tape. They must align with the end of the platform and not encroach on the travel lane. (3) Parklet areas must be designated and separated from pedestrian pathways by non-permanent dividers. (4) At no time may structures be bolted or affixed in any way to the roadway or any structure (including but not limited to: buildings, fire hydrants, street trees, streetlight, parking meters, or traffic poles, etc.) without prior approval from the Director of Public Works. A windstorm certification will be required for any structure bolted or affixed in any way to the roadway. An exception to this is that wheel stops for traffic protection must be bolted to the roadway in accordance with city requirements. Applicants are required to repair any damages to the roadway caused by the installation of the wheel stops if later removed by revocation or termination of the license or by a separate permit. (i) Maintenance and Alterations: (1) The operation or furnishing of the parklet shall not involve any permanent alteration to or encroachment upon any sidewalk or pedestrian way. The restaurant or business operator of the parklet shall be responsible for repairing any incidental damage to public improvements resulting from its operation. (2) Moveable elements, including tables and chairs, must be removed at the end of the business day, at business closure, or in the event of inclement weather, unless arrangements for assembly and storage of such items on a part of the parklet are approved in the license. (j) Furnishings and Fixtures: (1) Integrated bicycle parking is allowed. Bike racks integrated into the sidewalk or adjoining street area may be considered as part of the review process. (2) The parklet elements used in the parklet shall be of types that are easily removed from the public right-of-way within 48 hours of notice from the city. (3) Umbrellas, overhead weather protection and other decorative material shall be treated wood, canvas, cloth, or similar material that is manufactured to be fire-resistant and fire-retardant. (4) No portion of an umbrella or overhead protection shall extend into a travel lane. (5) A minimum overhead clearance of 96" (8 ft) above the parklet platform, as measured from the sidewalk, for people walking. (6) Portable heaters may be permitted if they are an outdoor approved type, located in accordance with the manufacturer's recommendations, located a minimum of two (2)feet from any flammable material, and are prohibited under an umbrella. (7) Signs are allowed provided the sign area does not exceed 6 square feet (24 inches by 36 inches). Signage is limited to displaying business identification, hours of operation, and if the parklet is private and limited to patrons of the business or meant to serve the public. If the parklet is meant to serve as restaurant seating, signage should correlate in design with the signage on the primary building. Illuminated signage is not allowed. (8) Lighting is encouraged and may be provided through electrical connections to the building. Solar powered lighting is strongly encouraged. Lighting shall not be directed towards the roadway to unintentionally cause glare for vehicles. Light strings must be hung to allow for a minimum clearance of 10 feet above the sidewalk and the platform of the parklet. (k) Operation: (1) The parklet must share the same management and same food preparation facilities as the restaurant or business to which it is associated. Use of a parklet shall only be permitted during the hours of operation for the operating business, but in no event shall use be permitted between 2:00 am and 6:00 am. The business shall secure the parklet in such a manner that the parklet cannot be used during hours of closure. (I) Emergency conditions. (1) Upon the issuance of a severe storm, hurricane or tornado warning by the city or the county, the licensee shall forthwith place indoors all tables, chairs and other equipment located in the parklet. The issuance of such a warning shall constitute an emergency situation as referenced in this ordinance. (2) The city may order the immediate removal or relocation of all, or parts of, a parklet in emergency situations or for safety consideration, without notice. The city shall have the right to remove any and all such items immediately in an emergency situation. The city shall not be responsible for damage to parklet elements under any circumstances. (m) Design Requirements. (1) Parklet must be professionally designed by a licensed and bonded architect/engineering firm or Engineer licensed in the State of Texas. The structure shall be built to support anticipated live loads and wind loads. Drawings and calculations shall be signed and sealed. (2) Parklet that provides table service or used for outdoor dining from the adjacent business will be required to have a platform and must be compliant with ADA rules and regulations. (3) Parklet must provide for adequate lighting in and around the public clearance way to ensure that all obstructions may be easily seen. The illumination shall not have adverse impact on the flow of vehicular traffic (4) Parklet shall be designed to prohibit people from sitting on railing. (5) There shall be no live entertainment or speakers placed in the license area unless approved and properly permitted by the city. (6) Parklet elements shall be maintained with a clean appearance and shall be in good repair at all times. Debris shall be removed as required during the day and again at the close of each business day. (7) No cooking apparatus shall be allowed in the parklet area. (8) A copy of the site plan, as approved in conjunction with the license, shall be maintained on the premise and shall be always available for inspection by city personnel. (9) Any and all landscaping and public improvements that are damaged as a result of the construction and installation of the parklet shall be replaced utilizing the same quality of materials and workmanship as approved by the city. (10) A parklet must be constructed and installed such that it can be easily removed when needed. In rare circumstances, the City may require that you temporarily or permanently remove your structure so that repairs or other work may be done in the public right-of-way. The owner of the Parklet must be able to remove the parklet from the City right-of-way within 30 days of the notice. Faster removal may be required for emergency work. The licensee is responsible for all costs and labor associated with the disassembly and removal. (n) Maintenance. (1) Furnishings shall not extend or overhang outside of the permitted or licensed area, constitute a danger to the health and safety of a patron or the public, violate any other ordinance that governs the use of public right-of-way, or obstructs the public right-of-way. (2) The improvements within affected right-of-way may not be altered from what is approved and must be maintained in good condition. (3) Licensee is responsible for maintaining sidewalk adjacent to the parklet free of obstructions of any kind. (4) Licensee is responsible for maintaining the parklet in accordance with normal and customary standards for sanitation, landscaping, and other general maintenance, including, but not limited to: (5) Licensee shall remove graffiti tagging to the parklet, within 48 hours; (6) Licensee shall clean the parklet platform, seating, and other parklet elements and surrounding area daily; (7) Licensee shall remove any debris, litter, grime, or trash from the parklet daily; (8) Licensee shall power wash the Parket annually or more often as needed; (9) Licensee shall rinse out the area underneath the parklet platform on a weekly basis; (10) Licensee shall remove any debris that is impeding drainage flow along the curb and gutter underneath the parklet platform at least on a weekly basis; (11) Licensee shall perform pest abatement as needed-,,- (12) eeded;;(12) Licensee shall maintain all plants, equipment and furnishings in the parklet; (13) Licensee shall remove trash from the Parklet daily; (14) Licensee shall maintain the parklet at all times in accordance with this Article and all other applicable city ordinances and Licensee shall promptly repair or replace any broken improvements or property associated with the parklet immediately. Sec. 49-142 Sidewalk Cafe and Parklet Application Process. (a) 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. (b) The official application request shall be filed with the Department of Public Works containing the required application, fees, proof of insurance, initial site plan showing existing street and sidewalk environment, and supporting documents. Applications shall be evaluated based on the quality and completeness of the initial application, site conditions, compliance with location requirements, and documentation of community support. (1) For parking lane or curb lane use, the applicant is required to obtain consent from the adjacent business owner if the parklet or pedlet extends into a neighboring storefront, occupying an unmarked space. (2) For parking lane or curb lane use, the applicant is required to obtain consent from the adjacent business owner if the parklet or pedlet extends at least halfway into a marked parking space. (3) Consent for a parklet or pedlet is not required if the marked space is fully within the applicant's storefront. (4) A sidewalk cafe will not be permitted to extend beyond the applicant's frontage to the adjacent sidewalk. (c) The Department of Public Works shall provide notification to the applicant on whether the initial application is accepted. The applicant shall only begin design of the plans of the sidewalk cafe, parklet, or pedlet upon approval of the initial application. All applicants are required to obtain sealed and stamped drawings and plans from a licensed architect/engineer to demonstrate compliance with all technical requirements. (d) City staff shall issue a permit for the sidewalk cafe, parklet or pedlet following review and approval of the completed application. (e) After a permit has been issued and Applicant submits the appropriate proof of insurance to the City and all other requirements of the permitting process have been completed, the Public Works Department will coordinate with the City Legal Department to prepare and issue a Revocable License Agreement. (f) After permit and license issuance, City staff will coordinate with the licensee to schedule the installation and inspection. (g) City staff shall visit the parklet within 60 days of installation, and as required, to ensure the parklet conforms to approved plans. Sec. 49-143 Fees. (a) The license fees for a sidewalk cafe and parklet shall be as follows: Fee Schedule Application and Review $100.00 Subsequent Resubmission or Amendments (Each) $25.00 Inspection (Each) $75.00 Annual Parklet License (Each Space) $600.00 Annual Sidewalk Cafe License $150.00 Sec. 49-144. - Permit and License Conditions and Revocation. The city reserves the right to require any parklet, pedlet or sidewalk cafe established pursuant to this article to cease part or all of its operation in order to allow for construction, maintenance or repair of any street, sidewalk, utility, or public building by the city, its agents or employees, or by any other governmental entity or public utility; to allow for use of the street or sidewalk in connection with parades, civic festivals and other events of a temporary nature as permitted by the city; and to remedy a public nuisance or to protect the public health, safety, or welfare. (a) The City's Traffic Engineer may revoke a license issued pursuant to this article if it is determined that the restaurant or business operator has: (1) Misrepresented or provided false information in the license application. (2) Operated the parklet in a manner not consistent with the details provided in the license application. (3) Failure to pay permit application or permit renewal fees. (4) Violated any provision of this article. (5) Violated any of the regulations or guidelines set out in the City's Community Space program. (6) Violated any law, regulation or ordinance regarding the possession, sale, transportation or consumption of intoxicating beverages or controlled substances. (7) Operated the parklet in such manner as to create a public nuisance or to constitute a hazard to the public health, safety, or welfare; specifically including failure to keep the parklet area clean and free of refuse at end of each business day or disruption(s) related to alcohol consumption. (8) Failure to maintain any health, business or other permit or license required by law for the operation of the restaurant or business associated with the parklet. (9) Failure to maintain the physical integrity of parklet elements. (10) Operated the parklet in violation of any city, county or state law, ordinance or regulation. Before the revocation of a license, the City's Traffic Engineer shall notify the license holder of its intent to revoke the license and the reasons therefor. (11) If the license is revoked, parklet elements used in the operation of the parklet must be removed within 30 days of notice from the city, and if not so removed, the city shall have the right to remove and dispose of these items and may assess the property owner for the cost of such removal and disposal. The city shall not be responsible for damage to parklet elements under any circumstances. (b) The licensee shall be given notice in writing of the reasons for revocation of the license. (c) Each licensee shall provide and maintain a policy of Commercial General Liability insurance with the minimum insurance coverage of one million dollars per occurrence, two million aggregate. This policy or policy endorsement shall name the City of Corpus Christi, its elected officials, officers and employees as an additional insured under the commercial liability policy. (d) Each licensee, as a condition of the City's consent given in this article, shall fully indemnify-and save and hold harmless the City, its elected officials, officers, employees and agents against any and all liability, damage, loss, claims, demands and actions of any nature whatsoever on account of personal injuries ( including, without limitation on the foregoing, workers' compensation and death claims), or property loss or damage of any kind whatsoever, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with the use of the City's right-of-way or construction, installation, existence, operation, use, maintenance, repair, restoration, or removal of the license area, including any injury, loss or damage caused by the sole or contributory negligence of the indemnitees or any of them. Licensee must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on any claims or demands, with counsel satisfactory to indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from any of said liability, damage, loss, claims, demands, or actions. This provision is not intended to create liability for the benefit of third parties but is solely for the benefit of the City. (e) Term, transfer, renewal, etc. Licenses issued in accordance with the provisions of this article shall: (1) Be issued for a period of one (1) year. If a restaurant or business operator discontinues the restaurant or business operation within the timeframe, no refund of the license fee shall be made. (2) Any restaurant or business holding a valid license shall be deemed to have reapplied for permission to use the same space for a succeeding license term. Restaurant or business operators not wishing to renew their license term must notify the City's Traffic Engineer in writing prior to the expiration of the license. (3) Restaurant and business owners wishing to extend their licenses must submit their current proof of insurance and license renewal fee to the City's Traffic Engineer by January 31 of each year. (4) Restaurant and business owners must apply for a new license in the event of any changes to approved use and location. (f) Permit and Licenses are not transferable or assignable except by written authorization by the City Manager or his authorized designee. (g) A licensed parklet location shall have first opportunity to renew a license for the same city block if a license was held in the previous calendar year and renewed within 30 days of expiration. (h) A fixed-site food and beverage establishment is eligible for only one parklet. Approval for a both a sidewalk cafe and private parklet will require site specific review and approval. (i) Applicants must be able to demonstrate that alternate ADA-compliant outdoor dining is provided if a Temporary Parklet does not meet ADA regulations. (j) The restaurant or business seeking to operate a parklet, pedlet or sidewalk cafe must front on and open onto the sidewalk or pedestrian way proposed for such use. The placement of parklet, pedlet or sidewalk cafe elements may not extend beyond the sidewalk or pedestrian way frontage of the associated restaurant or business. Section 2. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for this purpose.. Section 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. Section 4. Penalties are as provided in Section 1-6 of the Corpus Christi Code of Ordinances. Section 5. This ordinance shall take effect immediately upon publication. That the foregoing ordinance was read for the first time and passed to its second reading on this 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 That the foregoing ordinance was read for the second time and passed finally on this 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 the day of , 2022. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Public Works Department I -* — Ordinance Amendments Chapter 49 Council Presentation � o August 16, 2022 r Background • Department of Public Works (PW) Manages Public Right-Of-Way (ROW) — Maintenance Operations — Issuance of Permits, Licenses, or Agreements. • Increased Requests to PW — Sidewalk Cafes — Parklets Background • On March 22, 2022, the City Council enacted Ordinance No. 032702 authorizinga temporary pilot program for parklets in the owntown area, specifically for a parklet to be located in front of Lucy's Snackbar at 312 N. Chapparal .s x 25 i Findings • Chapter 49 does not provide requirements for Sidewalk Cafes, Parklets and Pedlets in the City Right- of-Way in the Downtown Area. Staff Recommendations This proposed ordinance amendment to Chapter 49 proposes to add: Article IX. Sidewalk Cafes, Parklets and Pedlets in the City Right-of-Way in the Downtown Area • Sec. 49-136. -Purpose • Sec. 49-137. - Delegation of authority to grant permits and licenses for the installation of sidewalk cafes and parklets • Sec. 49-138. - Definitions • Sec. 49-139. - Permit and License Required Staff Recommendations • Sec. 49-140. - Sidewalk Cafe Requirements. • Sec. 49-141. - Parklet Requirements. • Sec. 49-142 - Sidewalk Cafe and Parklet Application Process. • Sec. 49-143 - Fees. • Sec. 49-144. - Permit and License Conditions and Revocation. Public Works Department O Questions? so �o o� A PH v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 23, 2022 DATE: August 23, 2022 TO: Peter Zanoni, City Manager FROM: Eyvon McHaney, Director of Human Resources eyvonmc(a-)cctexas.com (361) 826-3315 Josh Chronley, Assistant Director of Finance-Procurement JoshC2(a-)cctexas.com (361) 826-3169 Service Agreement for Stop Loss Insurance CAPTION: Motion authorizing a one-year service agreement with Summit Risk Advisors, LLC., dba SA Benefit Services, for stop loss coverage for the City's self-funded employee health benefits from October 1, 2022,through September 30, 2023, with funding from the proposed FY 2023 Operating Budget for an estimated amount of $2,496,000.00 payable from various City employee health funds. SUMMARY: This motion authorizes a one-year service agreement with Summit Risk Advisors, LLC., dba SA Benefit Services, to provide stop loss insurance for the City of Corpus Christi. BACKGROUND AND FINDINGS: The current contract for stop loss insurance is with BlueCross and BlueShield of Texas, a Division of Health Care Service Corporation. The agreement with BlueCross and BlueShield of Texas is a one-year contract that will expire on September 30, 2022. Under the Affordable Care Act, health plans hold unlimited claims liability. Stop loss coverage is reinsurance for the City's health plans to mitigate the City's claims risk by capping the City's maximum cost per claimant at $300,000 for the plan year. Once the City has paid a $300,000 deductible per claimant in the plan year, the stop loss insurance begins reimbursing the City for claims over that deductible. Stop loss insurance is a premium-based, fully insured plan. Premiums are charged per employee per month (PEPM) for each month an employee is enrolled in the health plan. During Fiscal Year (FY) 2022, premiums were $90.79 PEPM for a Stop Loss Policy with a $250,000 deductible per claimant in the plan year that is the responsibility of the City to pay. The City pays all of the medical and pharmacy claims paid for each plan member. Once the City has paid more than $250,000 in medical and pharmacy claims for one plan member, the City is then eligible to submit its own claim under the stop loss insurance policy to receive reimbursement for claims paid in excess of $250,000 for that member. This same process will apply to the proposed agreement with Summit Risk Advisors, LLC., dba SA Benefit Services, except the deductible will be raised to $300,000. This year, Summit Risk Advisors, LLC., dba SA Benefit Services, submitted the most competitive bid of $66.18 PEPM for a Stop Loss Policy with a $300,000 deductible, which is a decrease of 27.11% or $533,688 from this fiscal year's premium. Over the past five years, the City has averaged 10 claimants per year in excess of $250,000. If the City experiences 10 or fewer claimants in FY 2023, the City will realize a net savings by moving to a$300,000 deductible. Each claimant that exceeds $250,000 in claims will reduce the net savings realized by up to $50,000, the difference between the $250,000 and $300,000. If 10 claimants exceed $300,000 in claims, the City's savings would be reduced from $533,688 to$33,688. 11 claimants exceeding $300,000 in claims would result in a loss of$16,312. Summit Risk Advisors, LLC., dba SA Benefit Services, previously provided Stop Loss Insurance services for the City of Corpus Christi in FY 2019. They provided excellent service. The Request for Proposal committee evaluated all aspects of the company's current capabilities, which accounted for 50 of the possible points in this award. PROCUREMENT DETAIL: A Request for Proposal was issued for a new stop loss reinsurance contract. The City received three proposals which were evaluated by the City's evaluation committee and health benefits consultant. The evaluation committee was comprised of four members, with representation from the Fire Department, Police Department, and Human Resources Department. Final scores were tabulated for each firm to determine the highest-ranking firm offering the best value to the City for stop loss coverage. The City is recommending Summit Risk Advisors, LLC., dba SA Benefit Services, for award. Summit Risk Advisors, LLC., dba SA Benefit Services, was deemed the lowest, responsive and responsible bidder. The recommended vendor, Summit Risk Advisors, LLC., dba SA Benefit Services, submitted the most competitive bid of $66.18 PEPM for a Stop Loss Policy with a $300,000 deductible, which is a decrease of 27.11% or$533,688 from this fiscal year's premium. The current vendor is BlueCross and BlueShield of Texas. However, in 2019, the City used Summit Risk Advisors, LLC., dba SA Benefit Services, for stop loss insurance. They provided excellent service at that time and the City expects the same level of service for the proposed one- year agreement. Both the City and HUB have had positive experiences with Summit Risk Advisors, LLC., dba Benefit Services. ALTERNATIVES: The City may choose to not purchase Stop Loss Coverage and retain the unlimited claims liability for the health plans. However, under the Affordable Care Act, health plans hold unlimited claims liability. Stop loss coverage is reinsurance for the City's health plans to mitigate the City's claims risk by capping the City's maximum cost per claimant at $300,000 for the plan year. FISCAL IMPACT: There will be no fiscal impact for the Human Resources Department in FY 2022 for this agreement. The funding has been included in the FY 2023 Operating Budget through the various City employee health funds for the estimated contract value of$2,496,000.00. FUNDING DETAIL: Fund: 5608 EmpHth Fire Organization/Activity: 40602 Citicare - Fire Mission Element: 213 Develop and manage health and benefits program Project # (CIP Only): N/A Accounts: 537385 Stop Loss Premium-Active 537386 Stop Loss Premium-Retiree Amount: $182,000.00 Fund: 5608 EmpHth Fire Organization/Activity: 40606 Fire CDHP Mission Element: 213 Develop and manage health and benefits program Project # (CIP Only): N/A Accounts: 537385 Stop Loss Premium-Active 537386 Stop Loss Premium-Retiree Amount: $243,000.00 Fund: 5609 EmpHth Police Organization/Activity: 40605 Police CDHP Mission Element: 213 Develop and manage health and benefits program Project # (CIP Only): N/A Accounts: 537385 Stop Loss Premium-Active 537386 Stop Loss Premium-Retiree Amount: $399,000.00 Fund: 5610 EmpHth Citicare Organization/Activity: 40600 Citicare Mission Element: 213 Develop and manage health and benefits program Project # (CIP Only): N/A Accounts: 537385 Stop Loss Premium-Active 537386 Stop Loss Premium-Retiree Amount: $888,000.00 Fund: 5610 EmpHth Citicare Organization/Activity: 40601 Citicare CDHP Mission Element: 213 Develop and manage health and benefits program Project # (CIP Only): N/A Accounts: 537385 Stop Loss Premium-Active 537386 Stop Loss Premium-Retiree Amount: $784,000.00 Total: $2,496,000.00 RECOMMENDATION: Staff is recommending that the City execute a service agreement with Summit Risk Advisors, LLC., dba SA Benefit Services, for award of the stop loss coverage, as presented. LIST OF SUPPORTING DOCUMENTS: Evaluation Matrix Service Agreement RFP NO. 4258 Stop Loss Insurance Services Sr. Buyer Marco Lozano Risk Advisors, Stealth Proposal Evaluation LLC., dba SA Blue Cross Blue Partner Benefit Shield of Texas Group, LLC / Services Unum MINIMUM QUALIFICATIONS (PASS/FAIL) Required three years in business PASS PASS PASS AM Best or Equivalent Agency Rating of A- or higher PASS PASS PASS No outstanding lawsuits during last 5 years or current litigation PASS PASS PASS with the City during last 5 years No outstanding regulatory issues last 5 years PASS PASS PASS References Provided for firm PASS PASS PASS TECHNICAL PROPOSAL (50 Points) 47.00 47.75 41.00 Financial Stability (Standard and Poor's, Moody's or 14.8 14.5 13.8 equivalent) Claims Processing (Turnaround time excluding medical review of claims; General service procedures; Dedicated service 22.5 24.0 17.8 team) Past Performance (Active and terminated reference; Past relationship with client; Recognitions / Reputation of Proposer ) 9.8 9.3 9.5 CONTRACT PRICE (50 Points) 49.808 43.163 47.750 Total 96.8 90.9 88.8 SC G° a 0 H SERVICE AGREEMENT NO. 4258 U Stop Loss Insurance Services yeanaonn!e 1852 THIS Stop Loss Insurance Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Summit Risk Advisors, LLC., dba SA Benefit Services ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Stop Loss Insurance Services in response to Request for Bid/Proposal No. 4258 ("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 Stop Loss Insurance Services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is one year 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 $2,541,914.00, subject to approved extensions and changes. Payment will be made for Services performed and accepted by the City within 30 days of Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 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: Rose Bond Department: Human Resources Phone: 361-826-3878 Email: RoseB2@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 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 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: Rose Bond Title: Benefits Manager Address: 1201 Leopard St., Corpus Christi, Texas 78401 Phone: 361-826-3878 Fax: N/A IF TO CONTRACTOR: Summit Risk Advisors, LLC., dba SA Benefit Services Attn: Stephanie Chtata, MHA, MBA Title: Chief Eexecutive Officer Address: 11844 Bandera Rd. #429, Helotes, Texas 78023 Phone: 210-996-2190 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 Fax: 210-996-2195 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 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 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 CONTRACTOR Signature: Printed Name: Title: Date: 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 l : RFB/RFP No. 4258 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form October 29, 2021 _ ATTACHMENT A: SCOPE OF WORK 1852k 1.1 Background The City of Corpus Christi (City) has been administering a self-funded plan for more than ten years. The medical claims are currently administered by BlueCross BlueShield of Texas and the Pharmacy Benefit Manager (PBM) is CVS Caremark. The City has an onsite Wellness Clinic at City Hall in conjunction with Concentra under a contract that will continue until 2024. Developing a broader primary care presence is a goal of the City including targeting chronic disease states and comorbidities among their population. The group that will be covered consists of all eligible employees and at the current time there are 2,775 active employees and 74 pre-65 retirees. 1.2 General Requirements A. The Contractor will provide Stop Loss Insurance Services. B. The Contractor must maintain a rating financially sound with an AM Best rating of A- or higher. C. The Contractor must implement the plan(s) with an effective date of October 1 , 2022. D. The City or its agent reserves the right to audit the Contractor's performance by reviewing pertinent records and documentation, including clinical records, subject to appropriate confidentiality requirements. E. The stop loss insurance is for claims incurred in the 24-month period and paid in the 12-month period immediately preceding the end date of the contract period. The Contractor agrees to provide specific stop loss protection to the policyholder for a catastrophic loss per individual claimant with an attachment point of $250,000 and unlimited maximum and covers both medical and prescription claims. Additional Information The census and all information concerning current Stop Loss Plan will be released by HUB International as Exhibit A. To receive a copy of Exhibit A, contact Caroline Smith at caroline.smith@hubinternational.com. Page 1 of 2 CURRENT STOP LOSS: Stop Loss 10/1/2021 - 9/30/2022 Specific Deductible N/A Individuals $250,000 Subject to Adjusted Specific Deductible N/A Specific Contract Type 24/12 Specific Coverage Med/Rx Specific Rates Composite $95.78 Aggregate Corridor N/A Aggregate Contract N/A Aggregate Covera es N/A Aggregate Premium N/A Aggregate Factors N/A Individuals Subject to Adjusted Specific N/A Deductible 2020-2021 STOP LOSS Stop Loss 10/1/2020 - 9/30/2021 Specific Deductible N/A Individuals $250,000 Subject to Adjusted Specific Deductible N/A Specific Contract Type 24/12 Specific Coverage Med/Rx Specific Rates Composite $74.25 Aggregate Corridor N/A Aggregate Contract N/A Aggregate Coverages N/A Aggregate Premium N/A Aggregate Factors N/A Individuals Subject to Adjusted Specific N/A Deductible Page 2 of 2 G ATTACHMENT B - SCHEDULE OF PRICING BENEFIT SERVICES Plan Sponsor:City of Corpus Christi Effective:10/01/2022 FIRM AND BINDABLE Stop Loss Terms Current Option 1 Option 2 Option 3 MGU(If MGU not identified then a direct carrier) Stop Loss Carrier Granular Granular Granular Network BCBS BCBS BCBS BCBS Months in Contract 12 12 12 12 Specific Terms Specific Deductible $250,000 $250,000 $300,000 $350,000 Aggregating Specific Deductible N/A N/A N/A N/A Maximum Coverage Limit Unlimited Unlimited Unlimited Unlimited Contract 24/12 24/12 24/12 24/12 Coverages Med,Rx Med,Rx Med,Rx Med,Rx Run-In/Run-Out Limit N/A N/A N/A N/A Terminal Liability Provision No No No No Renewal Rate Cap(No New Laser) No Yes-40% Yes-40% Yes-40% Plan Mirroring Coordination approved No No No No Advance Funding Yes Yes Yes Yes Stop Loss Premium(Fixed) Specific Composite 2,849 $74.25 $78.87 $66.18 $57.81 Annual Specific Premium $2,538,459 $2,696,408 $2,262,562 $1,976,408 %Increase 6.22% -10.87% -22.14% Qualifications *Please review actual proposal contingencies regarding each stop loss carrier option. SA Benefit Services Service Fee of 5%is included in the rates quoted. Broker commission included in the rates is 0%. *Issued as a FIRM quote.Our FIRM offer will expire EOB on 09/01/2022,before this date both the attached proposal and disclosure statement will require signature to bind the groups desired option. *Granular FIRM expires 09/01/2022 2022-2023 Lasers: Rx ID-44074762902-Solids-$600K Laser SA Benefit Services 11844 Bandera Rd#429 Helotes,Texas 78023 Prepared By:Stephanie Chtata Phone:210-996-2190 Ext.1088 Email:schtata@sabenefitservices.com www.sabenefitservices.com granular Granular Stop Loss Contract Option OVERALL COST SUMMARY Coverages Medical, Rx Medical, Rx Medical, Rx INDIVIDUAL EXCESS LOSS COVERAGE Specific Annual Attachment Point per Individual $250,000 $300,000 $350,000 Specific Contract Term 24/12 24/12 24/12 Specific Annual Maximum Reimbursement Unlimited Unlimited Unlimited Specific Lifetime Maximum Reimbursement Unlimited Unlimited Unlimited Specific Payable Percentage 100% 100% 100% Aggregating Specific Deductible $0 $0 $0 Rates Include Terminal Liability Option No No No Rates Include Advanced Funding Option Yes Yes Yes Composite Number of Employees 2,849 2,849 2,849 Estimated Annual Specific Premium $2,696,407.56 $2,262,561.84 $1,976,408.28 Quoted rates are firm Quoted rates include the following: 0% commission Rate cap of 40%and no new lasers upon 1 st year's renewal Lasers as indicated below: [Rx ID-44074762902-Soliris]-$600,000 Granular Insurance Company I t.866.984.2067 I Demo today! C� granular r Assumptio Rates and Factors subject to attached Qualifications and Contingencies and Plan Document Assumptions All claims are reported/paid in U.S. dollars. The proposal is based on the data provided.The proposal may be modified if data changes or under other conditions as specified in this document. This proposal is based on the continuation of the current plan(s)of benefits. If the number of covered employees or the percentage of family participants change by more than 15%this proposal may be revised. If this proposal includes an offer of aggregate coverage,the monthly aggregate factor cannot be finalized more than 90 days from the effective date. Advance Funding is included. Retirees are covered under the Granular Insurance Policy. It is the responsibility of the employer to identify to Granular Insurance all retirees to be covered under the Granular Insurance Policy. If a group does not have retirees, their rate will not be impacted. This proposal is valid only if presented by a licensed insurance agent or broker who is appointed by Granular Insurance Company. The agent/broker does not have the authority to bind or modify the terms of his offer without prior approval of Granular. We require notification 30 days prior to the acquisition date of any employer completed merger or acquisition. Underwriting serves the right to modify coverage terms when a new division is added or deleted from coverage or when plan and/or network changes occur. Granular agrees to accept for claims reimbursement the employer's plan document. If the aggregate is quoted,then the minimum annual aggregate total is 90%of the first month's enrollment times monthly aggregate attachment points. Granular Insurance Company I t.866.984.2067 I Demo,,,HealthSketch today! ATTACHMENT C: INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer a 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. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) (Defense costs not included in face value of the policy) If claims made policy, retro date must be at or prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. C. In the event of accidents of any kind related to this contract, Contractor shall furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. 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 at least A-with a Financial Size Category of Class VII or higher. B. 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 C. Certificate of insurance shall specify that at least 30 calendar days advance written notice will be provided 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. D. 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. E. 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. F. 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. G. 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. H. The insurance required is in addition to and separate from any other obligation contained in this contract. 2022 Insurance Requirements Ins. Req. Exhibit 3-H Professional Services - Other Professional Services 08/18/22 Risk Management—Legal Dept. ATTACHMENT D: WARRANTY REQUIREMENTS No warranty required for service agreement. Page 1 of 1 so GO 0 U "opPoaat4° AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of August 23, 2022 DATE: August 16, 2022 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(a)cctexas.com (361) 826-3851 Robert Dodd, Director of Parks and Recreation robertd4(a)-cctexas.com (361) 826-3133 Heather Hurlbert, CPA, CGFO, Director of Finance & Procurement Heatherh3(a-)cctexas.com (361) 826-3227 Professional Services Contract Award Peoples Street Boardwalk CAPTION: Motion awarding a professional services contract to Jacobs Engineering, Corpus Christi, Texas, to provide design, bid, and construction phase services for the new Peoples Street Boardwalk, located in Council District 1, in an amount not to exceed $439,065.00, with FY 2022 funding available from the Seawall Capital Fund. SUMMARY: This motion awards a professional services contract for the design, permitting, bid documents and construction phase services of the New Peoples Street Boardwalk. The scope of work includes demolishing and replacing the existing piers, constructing a new boardwalk and finger piers, and upgrading the electrical and water utilities. BACKGROUND AND PURPOSE: The existing Peoples Street Boardwalk and finger piers were constructed in 1989. The decking of the existing boardwalk has been removed due to safety concerns. The boardwalk is approximately 14 feet wide and 690 feet long and is constructed with treated timber piles, pile caps, stringers, and decking. There are 13 finger piers which are accessible from the boardwalk and are also constructed with treated timber materials. Treated timber structures in the marine environment will typically have a useful lifespan of 40-45 years. Due to the age of the finger piers, the remaining expected lifespan of the structures is 7-12 years. A useful life of 25-50 years is required for this project. Therefore, this project will replace the existing timber piles with durable concrete piles and design the boardwalk with composite decking similar to that provided at Cole Park Pier. This item awards a professional contract for the design, permitting, bid documents and construction phase services to support the project implementation. PROJECT TIMELINE: 2022 - 2023 2023 2023-2024 August - January February - April May— May Design Bid/Award Construction The project schedule reflects City Council award in August 2022 with anticipated design completion by January 2023. Construction is anticipated to start May 2023 with an estimated completion of May 2024. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Qualifications on December 28, 2020. The City received statements of qualifications from three firms and a technical evaluation was performed by the selection committee comprised of representatives from the Parks & Recreation Department and Engineering Services Department. Firms were ranked based on three factors: 1) Experience of the firm, 2) Experience of the key personnel with specific experience with similar projects, and 3) Understanding of Project Scope. Jacobs Engineering was the highest ranked firm and was awarded the AE contract. Jacobs Engineering has completed other projects for the City, such as the Design and Construction Administration of Cole Park Pier, Lipes Road from Yorktown Blvd to Sun Wood Dr, Flato Rd from Bates Rd to Agnes St., Old Robstown Rd from Agnes St to Leopard St, Kostoryz Road from SPID to Horne Rd, Doddridge Rd from Ocean Dr to Staples St and the Swantner Park Bulkhead Inspection. ALTERNATIVES: Council could choose not to award the contract to Jacobs Engineering. Choosing not to award the contract will delay anticipated revenue generation from the new Peoples St. Boardwalk. The facilities will continue to deteriorate and lose its customer base. Revenue will be lost, and the business will be unable to sustain itself, further impacting the downtown area. FISCAL IMPACT: The fiscal impact in FY 2022 is an amount of$439,065.00 with funding available from the Seawall CIP Fund. Design, bid, and construction phase services for the Peoples Boardwalk project was originally budget for $280,000 of the $3.1 million that was funded by the Type A/B Sales Tax. The $159,000 difference will be absorbed by the monies earmarked for construction. If any additional funds are required, the gap will be addressed in the budgeting process during the next fiscal years. FUNDING DETAIL: Fund: Seawall Fund (Fund 3271) Mission Elem: Seawall (707) Project No.: New Peoples Boardwalk (Project No. 21027) Account: Outside Consultants (550950) Activity: 21027-3271-EXP Amount: $439,065.00 RECOMMENDATION: City staff recommends approval of the contract for design of the New Peoples St Boardwalk in an amount not to exceed of$439,065.00, to Jacobs Engineering. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Evaluation Matrix CIP Page Exhibit A Jacobs Engineering Group Inc. 555 N.Carancahua,Suite 320 ON,.Jacobs Tel Christi, 78401 Tel 361.695.32888 Fax 361.888.8600 July 27, 2022 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi P.O. Box 9277 Corpus Christi, TX 78469-9277 RE: Proposal for Professional Engineering Services New Peoples Boardwalk City Project 21027 Dear Mr. Edmonds: Thank you for the opportunity to submit our proposal for design, bid support and construction administration for replacement of the New Peoples Boardwalk and associated finger piers.The scope of work and task list, Attachments A and A-1 are attached. We are looking forward to working with the City on this project. Jacobs Engineering Group, Inc. TBPE Firm No. 2966 Louis Klusmeyer, P. S.E. Senior Project Manager 4 Jeff Elyt, P.E. Manager of Projects LK/cp Attachments: Attachment A—Scope of Work Attachment A-1 —Task List C:\Users\C.Pulliam\Appdata\Local\Microsoft\Windows\Inetcache\Content.0udook\DLWCEOKB\2022 07 27 Cover Letter.Docx EXHIBIT A CITY OF CORPUS CHRISTI, TEXAS NEW PEOPLES BOARDWALK PROJECT NO. 21027 1 . SCOPE OF SERVICES A. Basic Services. The scope of work consists of the design, bid support and construction administration for the replacement of the Peoples Street Boardwalk and associated finger piers. We understand the replacement boardwalk will have the same dimensions and there will be no revisions to the finger piers. Basic Services will include the following in addition to those items shown on Exhibit "A-1" Task List. Understanding We understand the existing Peoples Street Boardwalk and finger piers were constructed in 1989 and the decking of the existing boardwalk has been removed for safety concerns. The boardwalk is approximately 14 feet wide and 690 feet long and is constructed with timber piles, pile caps, stringers, and decking. There are 13 finger piers which are accessed from the boardwalk and are also constructed with timber materials. An inspection of the boardwalk was performed and documented in a report dated June 2021 which stated that the timber piles were in good condition. However, treated timber structures in the marine environment will typically have a useful lifespan of 40-45 years resulting in an expected remaining lifespan of 7-12 years. We understand that the City requires a useful life of 25-50 years for this project. Therefore, this project will replace the existing timber piles with durable concrete piles and design the boardwalk with composite decking similar to that provided at Cole Park Pier as requested by the City. 1 . Preliminary Phase. The Arch itect/Engineer-A/E will: We understand that the City is interested in replacing the boardwalk and finger piers in the same location and dimensions with no revisions to the finger piers, adjacent street or utilities except for providing (2) 50 amp electrical service outlets to each slip. There could be added benches and shade structures if there is remaining budget, but other revisions are not included in the scope. It is the intent of the Preliminary Phase to provide a preliminary (30% design) letter engineering report which includes Preliminary designs, drawings, and written description of the project. This report shall include: a. A geotechnical investigation will be prepared. The investigation will determine vertical and horizontal soil characteristics to support the design of CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A" Page 1 of 11 Last Revision: Dec 2004 replacement piles to resist vertical loads on the boardwalk and berthing/mooring loads from vessels. b. Confer with the City staff regarding the design parameters of the Project during the kickoff meeting. The Engineer will participate in a maximum of one formal meeting (kickoff) before the preliminary design submittal and biweekly status meetings with City staff, provide agenda and purpose for each formal meeting; document and distribute meeting minutes and meeting report within seven (7)working days of the meeting. The A/E will participate in discussions with the operating department during that meeting and discussions with the COE associated with permitting as described in Additional Services Section B 1 . c. Jacobs will develop one structural concept during preliminary design for the boardwalk. This option will use durable precast prestressed concrete piles to support the boardwalk. Jacobs will develop two structural concepts during preliminary design for the finger piers. The two options will use either composite or concrete piles. The concept for the boardwalk and finger piers will use composite decking and restore the existing potable water service in- kind. Each slip will be provided with one hose bib for potable water and (2) 50 amp receptacles housed within a pedestal designed and premanufactured for the intended service. Jacobs will prepare acost estimate for the boardwalk which will include a comparative cost estimate for the finger pier structural pile options for consideration by the City. d. Submit one electronic pdf of the Letter Engineering Report, with executive summary, opinion of probable construction costs and review with City staff to produce an acceptable format which contains common municipal elements. The Letter Engineering Report will include the following (with CONSTRUCTABILITY being a major element in all the following items): 1) Summary of project requirements resulting from review of the Project with the Marina Department and discussions including clarification and definition of intent and execution of the Project; The A/E will meet with City staff during the one identified meeting to collect data, discuss materials and methods of construction, and identify design and construction requirements. 2) Review and investigation of available records, archives, and pertinent data related to the Project provided by the City including taking photographs of the Project site, list of potential problems and possible conflicts, intent of design. No improvements are required to structure. 3) Identify results of site field investigation including site findings, existing conditions, and probable Project design solutions; (which are common to municipalities). 4) Advise of environmental site evaluations and archeology reports that are needed for the Project. beyond those identified below in Additional Services. (Environmental issues and archeological services to be an Additional Service). CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A" Page 2of11 Last Revision: Dec 2004 5) Confer, discuss, and meet with City marina department and Engineering Services staff during the on identified meeting to produce a cohesive, well-defined proposed scope of design, and probable cost estimate. 6) Jacobs will provide structural, electrical, and utility design to the 30% level. 7) The following drawings: cover sheet, demolition and new site plan, structural framing plans, electrical and utility plans 8) Opinion of Probable Construction Cost with comparative costs for finger pier structural options. 9) Provide a letter stating that the A/E and Sub-consultant Engineers have checked and reviewed the design memorandum prior to submission. City staff will provide one set only of the following information (as applicable): a. Record drawings, record information of existing facilities, and utilities (as available from City Engineering files). b. The preliminary budget, specifying the funds available for construction; Aerial photography for the Project area. c. A copy of existing studies and plans. (as available from City Engineering files). d. Field location of existing city utilities. (A/E to coordinate with City Operating Department). City staff will perform the following: a. Review the preliminary design submittal within 4 weeks. b. Collate and assemble any and all review comments prior to delivery of same to the A/E. 2. Design Phase. Upon City review and approval of the preliminary phase, designated by receiving authorization to proceed, the A/E will: a. Identify and discuss with City staff any comments on the preliminary submittal that are beyond minor revisions. Minor revisions are limited to the following: Revisions beyond minor will require additional scope and fee. 1) Upsizing the existing utility lines to a specified size. Calculations to size lines for existing or future connections are not included. This effort can be included for an additional fee. b. Provide structural, electrical, and utility design to the 90% level of completion. c. Implement the letter engineering report recommendations during the design phase including construction sequencing and connections to the existing facilities. Development of the construction sequencing will be coordinated with the City Operating Department(s) and Engineering Services staff. d. A building permit submittal will be provided at the 90% or the 100% level of completion at the City's guidance CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A" Page 3of11 Last Revision: Dec 2004 e. Prepare one electronic pdf set of Construction Bid and Contract Documents in City format (using City Standards as applicable), including Contract agreement forms, general conditions and supplemental conditions, notice to bidders, instruction to bidders, insurance, bond requirements, and preparation of other contract and bid related items; specifications and drawings to fix and describe, for one bid or for multiple bids, the size and character of the entire Project; description of materials to be utilized; and such other essentials as may be necessary for construction and cost analysis. Drawings will be provided in half size (11x17). f. Prepare bid items and estimates of probable construction costs with the recommended construction schedule. The construction schedule will provide a phased approach to better track progress and payments. g. Furnish one electronic pdf of the interim submittal documents to the City staff for review and approval purposes with estimates of probable construction costs. Required with the interim plans is "Plan Executive Summary" which will identify and summarize the project by distinguishing key elements such as: 1) Pile Size 2) Pile Material, etc. 3) Constructability, etc. 4) Specific requirements of the City 5) Standard specifications 6) Non-standard specifications 7) Any unique requirements 8) Cost, alternatives, etc. 9) Owner permit requirements and status h. Participate in a review meeting at the beginning of each submittal review period (2 total). The A/E will walk the City staff through the project plans describing how the Plan Executive Summary is described on the documents. i. Review and discuss with the City all review comments, modifications, additions/deletions and proceed to next phase, upon Notice to Proceed. j. Provide 1 copy of 100% plans and bid documents to the City staff for review and approval purposes with revised estimates of probable costs. Review and discuss with the City all comments and incorporate the agreed upon comments and requirements into the plans and specifications. k. Prepare one electronic pdf set of Construction Bid and Contract Documents in City format (using City Standards as applicable), including technical specifications and drawings to fix and describe, for one bid, the design and construction details of the entire project. I. Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that submittal of the 90%, 100%, and final (signed and sealed)complete bid documents to accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City staff. The Consultant A/E and Sub-consultant A/E shall submit a letter declaring that all engineering disciplines of all phases of the submittals have been CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A" Page 4of11 Last Revision: Dec 2004 checked, reviewed, and are complete prior to submission, and include signature of all disciplines including but not limited to structural, civil, mechanical, electrical, etc. m. If required, provide traffic controls including a Traffic Control Plan, illumination, markings and striping, signalization, as delineated by the City Traffic Engineering Department. n. Upon approval by the Director of Engineering Services, provide one (1) electronic pdf of the final plans and bid documents suitable for reproduction (In City Format) and said bid documents henceforth become the sole property and ownership of the City of Corpus Christi. Drawings will be provided in half size (11x17). o. Prepare and submit monthly status reports with action items developed from monthly progress and review meetings. p. Provide a Storm Water Pollution Prevention Plan. The following items are excluded from the above scope of services: a. Items not specifically mentioned in the above scope of services. b. Graphics or renderings. c. Roadway or paving design. d. As-builting of the existing structure, utilities, or electrical service. The City staff will: a. Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. b. Provide the budget for the Project specifying the funds available for the construction contract. c. Provide the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. d. Review each submittal within 2 weeks at the detailed, 90%, and construction documents, 100%, design levels. e. Collate and assemble any and all review comments prior to delivery to the A/E. CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A" Page 5of11 Last Revision: Dec 2004 B. Additional Services (ALLOWANCE) This section defines the scope (and ALLOWANCE)for compensation for additional services that may be included as part of this contract, but the A/E will not begin work on this section without specific written approval by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The A/E will, with written authorization by the Director of Engineering Services, do the following: 1. Permitting. Furnish the City all engineering data and documentation necessary for the permits identified below. The A/E will prepare this documentation for all required signatures. a. US Army Corps of Engineers Nationwide Permit 3; We will perform the following tasks associated with this permit. The environmental scope assumes no special aquatic features or other regulated resources are present, and a non-notifying NWP would be approved for the work. We have included two rounds of comments and responses from the Owner and the USACE in the proposed fee. Any change from this assumed scope of work will require additional scope and fee. 1) Coordinate with the USACE in regard to a Nationwide Permit 3 or a Section 10, and determine what USACE permit documents are required (one meeting). We assume a non-notifying NWP 3(a) for maintenance or replacement of an existing structure will be appropriate for this work. Any determination of another permit being required for the project resulting from this meeting will require additional scope and fee. 2) Coordinate a pre-application/review meeting with the USACE (one meeting). 3) Prepare the USACE documents in the City's name. 4) Coordinate with the USACE in regard to questions, comments, or requests for information the USACE may need during the review and approval process. We have included two rounds of comments and responses in the proposed fee. 5) Preparation of a memorandum to the file for compliance with the 2021 Nationwide Permit 3(s) and associated General Conditions for maintenance improvements to reconstruct the New People's Boardwalk. 6) Review and compilation of Owner-provided data. 7) Perform one field visit to determine if wetlands or other sensitive habitats are present within the project area. 8) Acquire a USFWS iPAC report for compliance with the Endangered Species Act and document the project's proposed compliance with the Regional and General Conditions of a non-notifying NWP 3(a). b. Texas Department of License and Regulation (TDLR) We will perform the following tasks associated with this permit. CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A" Page 6of11 Last Revision: Dec 2004 (1) Register project with TDLR and submit registration fee. (2) Provide copy of contract documents to TDLR and submit plan review fee. (3) Prepare request for inspection on behalf of City. (4) A/E to coordinate and pay for RAS inspector directly. 2. Architectural Services. Develop location and two types of shade structures and benches along the boardwalk for consideration by the City. The walking surface for the project will be composite decking over the entire walking surface similar to Cole Park Pier. 3. Topographic and Bathometric Survey. A topographic survey will be prepared to locate the existing boundaries of the boardwalk and finger piers. A bathymetric survey will be prepared to determine the existing water depths in the area and the adjacent waters. 4. Bid Phase. The A/E will: a. Participate in the pre-bid conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. c. Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, forthe Engineering Services' approval, any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. d. Attend bid opening, assist in the evaluation of the bids and make recommendation concerning award of the contract. e. In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and suggest revisions to the opinion of probable cost. The City staff will: a. Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b. Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the A/E) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. c. Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A" Page 7of11 Last Revision: Dec 2004 d. Prepare, review and provide copies of the contract for execution between the City and the contractor. 5. Construction Phase. The A/E will perform contract administration to include the following: a. Provide one (1) electronic pdf set of conformed drawings and technical specifications in PDF format. b. Participate in pre-construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. c. Review for conformance to contract documents, shop and working drawings, materials and other submittals. A maximum of 26 submittals is included in the estimate. Revised submittals count as a new submittal. Additional submittals will require a contract amendment for additional scope and fee. d. Review field and laboratory tests. e. Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. A maximum of 50 interpretations or clarifications are included in the estimate. If changes are required, we will review the issue, provide a recommended solution and review the Contractors proposal, as requested by the Owner's Authorized Representative (OAR). Significant changes may require additional compensation. f. Make regular visits to the site of the Project (four hours per week for a maximum six months) to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. We will check in with the City Inspector prior to each visit and provide observation reports for each visit to the OAR. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. g. Prepare change orders as authorized by the City (coordinate with the City's construction division); provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. h. Make final inspection with City staff and provide the City with a Certificate of Completion for the project. b. Review construction "red-line" drawings, prepare record drawings of the Project as constructed (from the "red-line" drawings, inspection, and the contractor provided plans) and deliver to the Engineering Services a reproducible set and electronic file (AutoCAD r.14 or later) of the record drawings. All drawings will be CADD drawn using dwg format in AutoCAD, CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A" Page 8of11 Last Revision: Dec 2004 and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. The City staff will: a. Prepare applications/estimates for payments to contractor. b. Conduct the final acceptance inspection with the Engineer. 6. Warranty Phase. Provide a maintenance guaranty inspection toward the end of the one-year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action, with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A" Page 9of11 Last Revision: Dec 2004 2. SCHEDULE PROPOSED PROJECT SCHEDULE DAY DATE ACTIVITY Weekday Notice To Proceed (NTP) Begin Preliminary Phase Weekday 12 wks after NTP Begin Design Phase Weekday 8 wks after begin design Interim Submittal Weekday 2 wks after submittal City Review Weekday 2 wks after City review Pre-Final Submittal Weekday 2 weeks after submittal City Review Weekday 1 wk after City review Final Submittal Weekday Depends on City Advertise for Bids Weekday 1 wk after advertisement Pre-Bid Conference Weekday 3 wks after advertisement Receive Bids Weekday Depends on City Begin Construction Weekday 24 wks after bid awarded Construction Completion 3. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing all "Basic Services"authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Sections I.A.1-2 above, and for all expenses incurred in performing these services. For services provided in Sections I.A.1-2, A/E will submit monthly statements for basic services rendered. City will make prompt monthly payments in response to A/E's monthly statements. B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services" the City will pay the A/E a not-to-exceed fee as per the table below: In Sections I.B.1-4 & 6, the statement will be based upon A/E's estimate (and City Concurrence) of the proportion of the total services actually completed at the time of billing. For services provided in Section I.B.5, the statement will be based upon the percent of completion of the construction contract. CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A" Page 10 of 11 Last Revision: Dec 2004 C. Summary of Fees Fee for Basic Services 1 . Preliminary Phase $ 70,213 2. Design Phase 184,742 Subtotal Basic Services Fees $254,955 Fee for Additional Services (Allowance) 1 . Permit Preparation (as applicable) U.S. Army Corps of Engineers Texas Department of License and Regulation Total Permitting $ 38,780 2. Architectural Services 31 ,420 3. Topographic & Bathymetric Survey 10,280 4. Bid Phase 10,920 5. Construction Phase 86,520 6. Warranty Phase 6,140 Sub-Total Additional Services Fees Authorized 184,060 Total Authorized Fee $439,065 CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A" Page 11 of 11 Last Revision:Dec 2004 EXHIBIT A-1 CITY OF CORPUS CHRISTI, TEXAS NEW PEOPLES BOARDWALK PROJECT NO. 21027 TASK LIST I. SCOPE OF SERVICES The scope of work for the project consists of the 30% design, 90% design, construction documents and construction administration associated with replacement of the Peoples Street boardwalk and associated finger piers. We understand the replacement boardwalk will have the same dimensions and there will be no revisions to the finger piers. A. BASIC SERVICES 1. Preliminary Design Jacobs shall provide a preliminary, 30%, design submittal for approval of the concept by the City. a. Review existing information provided by City staff. b. Geotechnical investigation and report. c. Kick-off meeting with City staff and key stakeholders to understand the stakeholders goals for the project and any specified upsizing of utility lines. d. Jacobs will develop one structural concept during preliminary design for the boardwalk and two pile concepts for the finger piers. e. Advise of environmental site evaluations and archeology reports that are needed for the Project beyond those identified below in Additional Services. f. Preparation of a letter engineering report (electronic pdf) which documents the project requirements and design criteria, investigations, environmental permit requirements, engineer's opinion of probable cost and concept plans. g. Provide structural, electrical, and utility design to the 30% level. h. Provide engineers opinion of probable cost with comparative cost for the finger pier pile options. i. Bi-weekly status calls with City staff. j. Monthly written status report to City staff. k. Quality Assurance and Quality Control of project deliverables. I. Submit a letter declaring that all engineering disciplines of all phases of the submittals have been checked, reviewed, and are complete prior to submission. m. The A/E will participate in discussions with the operating department CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A-1" Page 1 of 5 Last Revision: Dec 2004 during those meetings and with the COE for discussions associated with permitting as described in Additional Services Section B 1 . 2. Detailed Design and Construction Documents Jacobs shall provide a 90%, 100% and Bid design submittals after approval of the previous design submittal by the City. a. Implement the letter engineering report recommendations during the design phase including construction sequencing, connections to the existing facilities. b. Construction sequencing incorporating City staff input. c. Civil, structural, electrical, and utility design to the 90%, 100% and Bid level of completion. d. Review meeting at beginning of each submittal review to walk City staff through the project plans describing how the Plan Executive Summary is described on the documents. e. Prepare bid items and estimates for engineer's opinion of probable construction cost. f. Anticipated construction schedule. g. Building permit submittal at the 90% or the 100% level of completion at the City's guidance. h. Bi-weekly status calls with City staff. i. Monthly written status report to City staff. j. If required, Traffic Control and Storm Water Prevention Plan. k. Quality Assurance and Quality Control of project deliverables. I. Prepare one electronic pdf of Construction Bid and Contract Documents in City format (using City Standards as applicable), including Contract agreement forms, general conditions and supplemental conditions, notice to bidders, instruction to bidders, insurance, bond requirements, and preparation of other contract and bid related items; specifications and drawings to fix and describe, for one bid or for multiple bids, the size and character of the entire Project; description of materials to be utilized; and such other essentials as may be necessary for construction and cost analysis. Drawings will be provided in half size (11x17). m. Furnish one electronic pdf of the interim submittal documents to the City staff for review and approval purposes with estimates of probable construction costs. n. Plan Executive Summary with each submittal o. Submit a letter declaring that all engineering disciplines of all phases of the submittals have been checked, reviewed, and are complete prior to submission. p. Upon approval by the Director of Engineering Services, provide one (1) electronic pdf of the final plans and bid documents suitable for reproduction (In City Format) and said bid documents henceforth become CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A-1" Page 2of5 Last Revision: Dec 2004 the sole property and ownership of the City of Corpus Christi. Drawings will be provided in half size (11x17). B. ADDITIONAL SERVICES 1. Permitting The 30% design shall be used for the permit application at the start of detailed design. a. USACE Permit 1) Coordinate with the USACE in regard to a Nationwide Permit 3 or a Section 10; and determine what USACE permit documents are required (one meeting). We assume a non-notifying NWP 3(a) for maintenance of an existing structure will be appropriate for this work. 2) Coordinate a pre-application/review meeting with the USACE (one meeting). 3) Prepare the USACE documents in the City's name. 4) Coordinate with the USACE in regard to questions, comments, or requests for information the USACE may need during the review and approval process. We have included two rounds of comments and responses in the proposed fee. 5) Non-notifying Nationwide Permit 3 (NWP 3 memo to the file) 6) Preparation of a memorandum to the file for compliance with the 2021 Nationwide Permit 3(s) and associated General Conditions for maintenance improvements to reconstruct the People's Boardwalk. 7) Review and compilation of Owner-provided data. 8) Perform one field visit to determine if wetlands or other sensitive habitats are present within the project area. 9) Acquire a USFWS iPAC report for compliance with the Endangered Species Act and document the project's proposed compliance with the Regional and General Conditions of a non-notifying NWP 3(a). b. Texas Department of License and Regulation (TDLR). 1) Register project with TDLR and submit registration fee. 2) Provide copy of contract documents to TDLR and submit plan review fee. 3) Prepare request for inspection on behalf of City. 4) A/E to coordinate and pay for RAS inspector directly. 2. Architectural Services a. Develop location and two types of shade structures and benches along the boardwalk. CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A-1" Page 3 of 5 Last Revision: Dec 2004 b. Drawings, specifications and OPCC at the 90%, 100%, and Bid submittals. 3. Topographic and Bathymetric Survey a. A topographic survey will be prepared to locate the existing boundaries of the boardwalk and finger piers. b. A bathymetric survey will be prepared to determine the existing water depths in the area and the adjacent waters. 4. Bid Support and Construction Administration a. Participate in the pre-bid conference to discuss scope of work and to answer scope questions. b. Review all bidder questions concerning the bid documents and prepare any revisions to the plans, specifications and bid forms that may be necessary. c. Attend bid opening and assist with the evaluation of bids and make recommendation concerning award of the contract. In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and suggest revisions to the opinion of probable cost. d. Assist with the review of the Contractor's Statement of Experience and confirm it meets Contract requirements. e. Provide one (1) electronic set of conformed drawings and technical specifications in PDF and original format (CAD/Word/etc.) f. Participate in pre-construction meeting conference and provide to the City PM a recommended agenda for critical construction activities and elements impacting the project. g. Review Contractor submittals for conformance to Contract Documents. A maximum of 26 submittals is included in the estimate. Revised submittals count as a new submittal. h. Review field and laboratory tests. i. Provide interpretations and clarifications of the Contract Documents for the Contractor. A maximum of 50 interpretations or clarifications are included in the estimate. The review will provide a recommended solution and review of the Contractors proposal, as requested by the Owner's Authorized Representative (OAR). j. Make periodic visits of 4 hours per week for 6 months to the project to confer with the City Project Inspector and Contractor to observe the general progress and quality of work and conformance with the Contract Documents. Observations reports shall be prepared. k. Prepare change orders as authorized by the City (coordinate with the City's construction division.) Provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A-1" Page 4of5 Last Revision: Dec 2004 changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. I. Attend final inspection with City staff, provide punch list items to the City's Construction Engineers for Contractor completion, and provide the City with a Certificate of Completion for the Project upon successful completion of the Project. m. Review Contractor-provided construction "red-line" drawings. Prepare Project Record Drawings and provide a reproducible set and electronic file (both PDF and AutoCAD r.14 or later) within one (1) month of receiving the Contractor's red-line drawings. All drawings shall be CADD drawn using dwg format in AutoCAD. The Record Drawings should incorporate the Contractor's red-lines. n. When requested by the OAR, assist in addressing Requests for Information (RFI) submitted by the Contractor. 5. Warranty Phase a. Provide maintenance guaranty inspection between 9 and 10 months after substantial completion. Note defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvement under the maintenance guaranty terms of the contract. b. Provide maintenance guaranty report documenting the conditions and recommendations to correct defective conditions before the end of the 10th month after substantial completion. c. Attend one warranty walkthrough at 11 months after Substantial Completion. CONTRACT FOR ENGINEERING (LARGE A/E) SERVICES EXHIBIT"A-1" Page 5 of 5 Last Revision: Dec 2004 PROJECT LOCATION id N SCALE: N.T.S. Doyle Q l v B J tl r ortland LOCATION MAP NOT TO SCALE NUECES BAY c oRRI�R z o CORPUS CHRISTI SHIP C LEOPARD O a i e CORPUS CHRISTI O �Wi 286 NT IERNATIO F PROJECT LOCATION AIRPORT v 0R0 358 < k' 9/ z `p; C`gti N N 9 N O par �O� q TEXAS A&M UNIVERSITY S'OkY CORPUS CHRISTI 358 CABANISS „ Z� OSD BAY CORPUS CHRISTI FIELD Q NAVAL AIR STATION as O o° FLOUR BLUFF e r 358 286 4 � 4 Q- 2444 Rio VP ars 0 VICINITY MAP NOT TO SCALE PROJECT NUMBER: 21027 CITY COUNCIL EXHIBIT NEWPEOPLES ST. BOARDWALK CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES ' W SCALE: N.T.S. Ilk W � - � PEOPLES S p T •F yy�'� T � �� co ... •. 1 crr r' �: 1 a PROJECT LOCATION lot • �, r e LA R ►,� `ry o ca x�� 2 c OOp E a� w g gy➢ AERIAL MAP NOTIASCALE PROJECT NUMBER: 21027 CITY COUNCIL EXHIBIT NEWPEOPLES ST. BOARDWALK CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES / RFQ NO. 3409 Engieering Services for New Peoples Boardwalk Proposal Evaluation Jacobs Ardurra Dykema MINIMUM QUALIFICATIONS(PASS/FAIL) Pass Pass Pass Licensing/Certification No material lawsuits during last 5 years V No material regulatory issues last 5 years References Provided for firm TECHNICAL PROPOSAL (50 PTS) 46 44 33 Firms'Experience(15 pts) 14 14 10 Teams Experience(15 pts) 14 13 10 Understanding of Project Scope(20 pts) 18 17 13 INTERVIEW(50 PTS) 45 31 27 Firms'Experience(15 pts) 14 10 8 Team's Experience(15 pts) 14 10 8 Understanding of Project Scope(20 pts) 17 11 11 Totall 91 75 60 Capital Improvement Plan 2022 thru 2024 City of Corpus Christi, Texas Project# 21027 t Project Name Peoples Boardwalk Type Improvement/Additions Department Marina Useful Life 25 years Contact Marina Superintendent Category Site Improvements Priority 2 Critical-Asset Condition Status Active Description This project will provide a new Boardwalk for tourists,tenants and the general public. The new Boardwalk will include new wood,upgraded electrical and water utilities which will restore stability and safety to this area. The boardwalk will be useful to tenants and safe for all. This project will increase pedestrian traffic,and will maintain a safe environment for the City's visitors. Justification The existing Boardwalk has exceeded it's useful life and requires replacement to meet safety standards and offer useful walkway for tenants,staff and visitors. Expenditures Prior Years 2022 2023 2024 Total Construction/Rehab 2,570,000 2,570,000 Design 280,000 280,000 Eng,Admin Reimbursements 250,000 250,000 Total 3,100,000 3,100,000 Funding Sources Prior Years 2022 2023 2024 Total Type A/B Sales Tax 3,100,000 3,100,000 Total 3,100,000 3,100,000 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. 83 0'� H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 23, 2022 DATE: August 23, 2022 TO: Peter Zanoni, City Manager FROM: Robert Dodd, Director of Parks and Recreation RobertD4(a-)-cctexas.com (361) 826-3133 Josh Chronley, Assistant Director of Finance— Procurement JoshC2(a-)cctexas.com (361) 826-3169 Installation of 27 Shade Structures at City Parks CAPTION: Motion authorizing a four-month service agreement with Synergy Construction of South Texas, LLC., of Corpus Christi, Texas, for the installation of 14 replacement and 13 new shade structure units in an amount not to exceed $111,375.00, with FY 2022 funding in the amount of$18,562.50 from the General Fund. SUMMARY: The Parks and Recreation Department is requesting the installation of 14 replacement and 13 new shade structure units with a powder coat finish at various City parks. Of the 27 shade structure units being installed, 20 will be installed in Labonte Park. BACKGROUND AND FINDINGS: On February 22, 2022, City Council approved the purchase of 14 replacement and 13 new shade structure units for a total amount of$282,278.25 through the General Fund. All 27 of the shade structure units were purchased in March 2022. The 27 shade structure units are part of a regional community park improvement project to provide shade for park-goers. Improved shade structures in neighborhood, niche, and community parks, are consistent with the 10-year Parks Master Plan community survey feedback. Each of the 27 shade structure units are hot-dip galvanized steel which prevents corrosion and rust that is caused by outdoor exposure to rain and salt. Hot-dip galvanized steel requires very little maintenance and thus results in cost savings from the lack of repairs needed. 14 of the 27 shade structures will replace existing end-of-life shade structures and 13 will be strategically placed as recommended by the 10-Year Parks Master Plan. As part of the installation process, all 27 existing concrete slabs will be demolished and replaced with new concrete slabs, which were purchased by the Parks and Recreation Department. The concrete slabs will be poured as each shade structure is installed. All services will be performed in accordance with federal, state, local building codes, as well as OSHA safety requirements. OSHA safety requirements include construction and maintenance of OSHA compliant safety perimeters around designated work sites, clearing work sites of debris, and creating temporary fencing, blockades, and signage, as necessary. The 27 shade structures will be installed at the following City parks: Park Location Address Unit Amount Labonte Park 14333 1-37, 78410 20 Lindale Park 3133 Swantner St, 78404 1 Billish Park 15601 Gypsy St, 78418 2 Parker Park 654 Graham Rd, 78418 4 TOTALI 27 Labonte Park will receive eight new shade structures and 12 replacement shade structures. Lindale Park will receive one new shade structure. Billish Park will receive two new shade structures. Parker Park will receive two new shade structures and two replacement shade structures. All of the 27 shade structures are expected to be installed by February 2023. This schedule accounts for possible weather delays. If weather delays do not occur, the proposed contractor estimates total completion earlier than February 2023. PROCUREMENT DETAIL: Procurement conducted a competitive Request for Bid process to obtain bids for a short-term contract. The City received a total of 11 bids, with one bid being deemed non-responsive due to the failure to utilizing and submit the City's required Bid Forms. The City is recommending award to the lowest responsive, responsible bidder, Synergy Construction of South Texas, LLC. Synergy Construction of South Texas, LLC. has not worked with the City before; however, they have worked with Nueces County, London Independent School District, Corpus Christi Independent School District, and several local businesses. Their work includes several projects that match very closely the scope of work being proposed by this item. Their most recent projects include concrete and structural repairs/installations as well as building construction. ALTERNATIVES: The alternative would be to deny the proposed agreement and postpone the installation. However, this is not advised as City parks will greatly benefit from the newly installed shade structures with the upcoming seasonal changes. Additionally, the 27 shade structures are consistent with the 10-Years Parks Master Plan. FISCAL IMPACT: FY 2022 expenditures for installation of the 27 shade structures will be in an estimated amount of $18,562.50 with funding from the General Fund. The remainder of the funding will be determined during the FY 2023 Budget process. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 12900 Office of the Director Mission Element: 142 Project # (CIP Only): N/A Account: 530215 Maint & repairs-contracted Amount: $18,562.50 RECOMMENDATION: Staff recommends approval of this motion authorizing a four-month service agreement with Synergy Construction of South Texas, LLC. for the installation of 14 replacement and 13 new shade structure units, as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement City of Corpus Christi Bid Tabulation Finance-Procurement RFB 4210-Installation of 27 Shade Structures Senior Buyer:Tracy Garza Parks and Recreation Department Synergy RockingH Advance *Cubit S-Con Benns Progressive SpawGlass Construction AAA Time AM Serivices Executive Construction Paving and Contracting, Construction STEP,Inc. Structures, Contractors, of South Saver Services Ltd Co. Construction LLC LLC Construction Corpus Christi Inc. Inc. Texas,LLC San Antonio Alice Corpus Christi Corpus Christi Corpus Christi Corpus Christi Solutions,LLC Corpus Christi Corpus Christi Corpus Christi Corpus Christi ITEM DESCRIPTION QTY UNIT TOTAL PRICE TOTAL PRICE TOTAL PRICE TOTAL PRICE TOTAL PRICE TOTAL PRICE TOTAL PRICE TOTAL PRICE TOTAL PRICE TOTAL PRICE TOTAL PRICE INSTALLATION OF 27 SHADE I PARK,LINDALE PARK,BILLISH STRUCTURES FOR LABONTE I SUM LUMP $111,375.00 $127,680.00 $141,244.00 $168,420.00 $178,000.00 $248,049.66 $280,000.00 $324,631.00 $341,165.00 $435,476.69 PARK, AND PARKER PARK *Cubit Contracting,LLC failed to submit the Citys required Bid Forms,}herefore,they are deemed non-responsive DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 �yV S C� G° a 0 H SERVICE AGREEMENT NO. 4210 U INSTALLATION OF 27 SHADE STRUCTURES yeanaonn!e 1852 THIS Installation of 27 Shade Structures Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Synergy Construction of South Texas, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Installation of 27 Shade Structures in response to Request for Bid/Proposal No. 4210 ("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 Installation of 27 Shade Structures ("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 four months 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-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 $1 1 1,375.00, 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: F540CF5B-04C8-4DFB-873F-8BB6689DC832 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: Emily Fauver Department: Asset Management Phone: 361-826-3761 Email: EmilyF2@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: F540CF5B-04C8-4DFB-873F-8BB6689DC832 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: F540CF5B-04C8-4DFB-873F-8BB6689DC832 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: Emily Fauver Title: Project Manager Address: 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-3761 Fax: N/A IF TO CONTRACTOR: Synergy Construction of South Texas, LLC Attn: Juan Hernandez General Manager Address: 3790 WOW Rd., Suite A, Corpus Christi, Texas 78413 Phone: 361-334-1066 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 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 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: F540CF5B-04C8-4DFB-873F-8BB6689DC832 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: F540CF5B-04C8-4DFB-873F-8BB6689DC832 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: F540CF5B-04C8-4DFB-873F-8BB6689DC832 CONTRACTOR DocuSigned by: Signature: ��aN Rflwk F�iDE3.7PeD� D... Printed Name: JUAN HERNANDEZ Title: General Manager Date: 7/27/2022 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. 4210 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: F540CF5B-04C8-4DFB-873F-8BB6689DC832 Revised June 16, 2022 ATTACHMENT A - SCOPE OF WORK General Requirements/Background Information The Contractor shall provide services for PARKS & RECREATION - INSTALLATION OF 27 SHADE STRUCTURES FOR LABONTE PARK, LINDALE PARK, BILLISH PARK, and PARKER PARK. Reference Exhibit A for Shade Structure Design Drawings. Reference Exhibit B for Shade Structure Placement Locations. Contractor shall have sufficient responsible, trained personnel qualified to provide the required services. LOCATIONS: LABONTE PAR 14333 Interstate 37 Corpus Christi, TX 78410 LINDALE PARK 3133 Swantner Street Corpus Christi, TX 78404 BILLISH PARK 15601 Gypsy Street Corpus Christi, TX 78418 PARKER PARK 654 Graham Road Corpus Christi, TX 78418 Scope of Work A. The Contractor shall provide all supervision, labor, transportation, tools, materials, and equipment necessary for the completion of services. All services must be performed in accordance with federal, state, local building codes and OSHA safety requirements, including but not limited to IBC 2015, IPC 2015. B. Conduct the following work at the work sites in each park listed below: a. 20 shade structures at Labonte Park b. 1 shade structure at Lindale Park c. 2 shade structures at Billish Park d. 4 shade structures at Parker Park e. Note: total of 27 shade structures C. Description of Work 1 ) Locate and mark all park utilities prior to excavation work A. Maintain utility marks throughout the duration of construction DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 Revised June 16, 2022 B. If utilities are damaged during construction, the Contractor is responsible for repairing damage to utilities at their own expense C. Remove utility marks after construction is completed 2) Construct and maintain OSHA compliant safety perimeter around the designated work sites A. Create a safety perimeter around the designated work sites to prevent the public from accessing the work sites during construction B. Setup temporary fencing, blockades, signs, etc. as necessary prior to the start of construction C. Maintain safety perimeter around the designated work sites during construction D. Remove safety perimeter around work sites after construction is completed E. Reference Exhibit B for work site location 3) Contractor is responsible for any damage or breakage to the shade structure materials and hardware provided by the City of Corpus Christi A. Contractor shall handle all materials and hardware with care to prevent potential damage B. Contractor shall replace all damaged or broken materials and hardware at no additional cost to the City C. This includes any damage or breakage of materials/hardware that occurs during handling, loading/unloading, transportation, storage, assembly, installation, etc. 4) Transport new shade structure materials to each of the designated work sites in each of the parks included in this project A. Contractor is responsible for transporting all unassembled materials and hardware to the work sites. Shade Structure Components Package pictured below. ..fn t DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 Revised June 16, 2022 B. Assembled shade structure dimensions: 10' length x 10' width x 13'3/8" height C. Assembled shade structure weight: approximately 500 - 700 pounds D. Shade structures are stored at the Park Operations Yard located at: 5352 Ayers Building #4 Corpus Christi, Texas 78415 E. Reference Exhibit B for work site locations F. Notes: i. The vendor recommends utilizing a forklift for loading, unloading, and moving the shade structures ii. Contractor is responsible for providing and utilizing all transportation equipment and vehicles needed G. After transporting the shade structure materials and hardware to the work site, the Contractor must assemble and install the shade structure within a timely manner to prevent any potential weathering or damage to the materials before they are assembled and installed H. If the Contractor does not assemble and install the shade structure within 1 day of transporting the materials to the work site, the Contractor must store the 27 new shade structures at the work site in accordance with the storage specifications on Exhibit A i. Metal roofing should be stored indoors or when stored outside it should be stored up on blocks with finished face up and sloped to drain ii. Materials must be covered and protected from the elements to prevent material deterioration before assembly and installation 5) Install new concrete slabs A. Concrete slab dimensions: 10' '10" length x 10''10" width x 4" thickness B. One concrete slab for each of the new shade structures C. Reference Exhibit B for work site locations D. Contractor must follow all installation specifications on Exhibit A (see concrete notes) i. Remove all organic material and topsoil from slab area ii. Prepare slab with compacted sand, gravel, or crushed rock iii. Concrete slab to be 4" thick iv. Reinforce slab with welded wire fabric at mid-depth v. Edge of slab to be thickened and reinforced with continuous rebars vi. In locations subject to frost, install isolation joint around column piers vii. Install crack control joints DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 Revised June 16, 2022 viii. Concrete slabs in open areas are to be sloped for drainage from center to edge and away from columns 1 . Note: floor drains are not required for this project ix. Surface is to be lightly broomed or have a wood troweled finish 1 . Surface finish to look clean and neat x. Specified compressive strength of concrete to be 3000 psi @ 28 days A. All concrete work to be in accordance with latest ACI code xii. Adjust leveling nuts as required to ensure all column bases are at the same elevation 1 . Fill void between column base plate and top of foundation with non-shrink grout 2. Grout finish to look clean and neat xiii. Reinforcement shall be securely held in place while placing concrete E. Contractor shall setup framing/formwork with correct dimensions for concrete slabs and obtain Project Manager approval before pouring the concrete F. Notes: i. Contractor shall provide all material, transportation, tools, equipment, and labor to install the concrete slabs ii. Any items listed as N.I.C. (not in contract) in Exhibit A shall be provided by the contractor 1 . Concrete slab, foundation, re-bar, wire mesh, leveling nuts, grout & anchor bolts 2. Non-shrink grout - Grout shall be non-shrink, non-metallic, factory pre-mixed grout in accordance with ASTM Cl 107 with a specified compressive strength of not less than 9,000 psi iii. Electrical access is not required - Ignore the Electrical Conduit Note on Exhibit A iv. Contractor shall provide fill material and concrete testing, reporting, and results - Contractor shall provide results to the Project Manager 6) Assemble & install new shade structures A. Shade structure dimensions: 10' length x 10' width x 1313/8" height B. One shade structure on each of the new concrete slabs C. Reference Exhibit B for work site locations D. Contractor must follow all installation specifications on Exhibit A (see metal roofing notes, erection notes, field notes, and erector notes) i. Clear protective film must be removed from all metal prior to installation ii. During installation, all metal shavings must be removed immediately to avoid rusting of panels DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 Revised June 16, 2022 iii. All steel members must be properly braced until the complete structural system has been constructed iv. In the event of error, defect in materials, and/or workmanship of shop work which prevents proper assembling and fitting up of parts by the moderate use of drift pins, or reaming, immediately report to the vendor and obtain vendor's approval of the method of correction v. Bolts to be snug tight E. Notes: i. All shade structure materials are provided by the vendor 1 . See Exhibit A 2. All materials are cut to size ii. All hardware is provided by the vendor - See "Hardware Parts List" in Exhibit A iii. Any item not specifically included in Exhibit A shall be provided by the contractor 1 . Contractor must provide the column foundation rebar cages (item not provided by the vendor) 2. Contractor must provide the clear silicone caulk a. Caulk all around cover plate with a bead of clear silicone caulk after cover plate is properly positioned b. Caulk and attach roof peak cap to roof peak with lap screws. Apply caulk for full length of seam to achieve watertight seal c. Caulk joint at deck end and roof hip beam d. Silicone finish to look clean and neat iv. Contractor is responsible for assembling the shade structures onsite utilizing the materials and hardware provided by the vendor in addition to any items required for assembly and installation that are not provided by the vendor v. Contractor shall provide all material, transportation, tools, equipment, and labor to assemble & install the shade structures 7) Clean and level the ground soil around the concrete slabs Work site must be clean and neat after construction is completed 8) Clean, haul away, and properly dispose of all debris from the work sites as needed during construction A. Maintain clean work site during construction B. Ensure the work site is clean at the end of the day C. Clean site after work is completed D. Haul away all debris 9) Warranty - Contractor to provide a 1-year labor & material warranty DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 Revised June 16, 2022 D. Important Notes 1 ) The shade structures have been purchased by the City of Corpus Christi The City will provide the unassembled shade structure materials and hardware to the Contractor 2) The unassembled shade structure materials and hardware are scheduled to be delivered to the Park Operations Yard in August 2022 A. The unassembled shade structure materials and hardware will be available to the Contractor when the Notice to Proceed is issued B. The Notice to Proceed is expected to be issued in September 2022 C. Please note that if the delivery schedule changes, the Notice to Proceed date will change accordingly 3) This project is for the installation of the 27 shade structures only-See Scope of Work for details 4) Vendor will provide detailed assembly & installation instructions 5) Vendor will provide all materials and hardware needed for the shade structure assembly, including anchor bolts, templates, roofing panels, posts & frame 6) Contractor must provide tools, equipment, and materials needed for the installation of the shade structures and concrete slabs, including rebar cages, wire mesh, concrete, etc. 7) Project Manager will inspect all work performed by the contractor. Contractor is responsible for fixing and/or re-doing all unacceptable work at no additional cost to the City of Corpus Christi 8) A bond is NOT required for this project 9) The Contractor may submit one final invoice at the completion of the project OR monthly invoices for shade structures completed by the end of each month during the project duration 10)Contractors may submit monthly invoices for the shade structures installed, completed, inspected, windstorm certified, and approved in each month during the project duration A. The entire Scope of Work must be completed for each of the shade structures included in the monthly invoice. All Submittals must be provided to the Project Manager prior to submitting the monthly invoice B. The Project Manager must inspect the shade structures and receive all required Submittals before the monthly invoice is submitted. The Contractorwill need to coordinate with the Project Manager to schedule inspections of the completed shade structures 1 1) Monthly invoices to include the following: A. Work Description, Purchase Order Number (PO#), Service Agreement Number, Location, Date of Service, and Labor Hours B. Invoices shall be sent as follows: Original copy to accountspayable@cctexas.com and one (1 ) to the Contract Administrator DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 Revised June 16, 2022 C. The Contractor shall include copies of Work Order and Contractor Information Checklist (CIC) provided by Project Manager or designee. This is used as back- up for the invoice. Approval for payment shall be authorized by the Contract Administrator or Project Manager. 12) The Contractor must maintain the bid amount for up to 180 days prior to the award of the contract A. Contractor must account for volatile material, equipment, and transportation costs B. Contractor can include potential pricing increases in the bid amount submitted 13) Change orders will NOT be permitted A. The Contractor is responsible for calculating appropriate pricing based on the Scope of Work for the project B. The Contractor will not be paid an amount to exceed the bid amount submitted C. The Contractor shall not submit an invoice for an amount larger than the amount listed on the Purchase Order D. For monthly invoices, the total sum of all monthly invoices shall not exceed the amount listed on the Purchase Order 14) The use of subcontractors is not approved for this project 15) Information Needed for Permit Applications A. Design Drawings with an Engineering Stamp of Approval i. Firm License #106953 ii. Regulation # F-623 B. See Exhibit B for Shade Structure Locations 16) Shade Structure Information from Vendor A. Each structure arrives cut-to-size and pre-engineered with hardware, but needs to be assembled on site B. The vendor recommends using a forklift when unloading and moving the structure components C. The shade structures come with detailed installation instructions from the vendor 17) Site Locations - All work site locations will be marked by the Parks and Recreation Department prior to construction 18) Work Schedule - The shade structures will be installed according to a schedule for each of the parks in the project 19) Contractor Equipment A. The Contractor is permitted to leave their equipment at the job site during construction B. The Contractor is responsible for securing/protecting their equipment as needed during construction DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 Revised June 16, 2022 20) Work Site Safety Perimeter A. The Contractor shall install and maintain a stable safety perimeter through the duration of the project B. Safety perimeter must be able to withstand the elements (wind, rain, etc.) 21) Work Environment A. The Contractor is responsible for maintaining a clean work environment throughout construction B. The Contractor shall not pollute the City Parks in this project C. All trash, debris, leftover materials, etc. shall be hauled away and disposed of properly E. Invoicing The Contractor shall submit invoices for services to the city. Invoice shall include: a. Work Description, Purchase Order Number (PO#), Service Agreement Number, Location, Date of Service, and Labor Hours. b. Invoices shall be sent as follows: Original copy to accountspayable@cctexas.com and one (1 ) to the Contract Administrator. c. The Contractor shall include copies of Work Order and Contractor Information Checklist (CIC) provided by Project Manager or designee. This is used as back- up for the invoice. Approval for payment will be authorized by the Contract Administrator or Project Manager. This project allows progress payments. a. Contractor may submit monthly invoices or a single final invoice. b. Monthly invoices may be submitted for the shade structures installed, completed, inspected, windstorm certified, and approved in each month during the project duration. c. Final invoice will be in a lump sum amount at the completion of the project. F. Special Instruction 1 . Contractor shall report to the Project Manager or designee at the location upon arrival. 2. Any unauthorized changes or services performed by the Contractor, will be at the responsibility of the Contractor and not Asset Management-Facility Maintenance. 3. Contractor is responsible for all utility locates prior to excavation, and the contractor shall maintain utility marks during construction. Contractor is responsible for repairing damage to utilities at their own expense. 4. The Contractor shall clean and haul away all debris. 5. The Contractor shall commence work no more than 30 days from date of notice to proceed. DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 Revised June 16, 2022 6. Contractor will schedule and perform walk-through with customer and Asset Management Representative. 7. Contractor will schedule and perform all work in cooperation with Asset Management Representative. 8. Contractor will provide written quote to include all permits, inspections, subcontractors, materials, and complete work. 9. Contractor will provide written quote with dates to start and finish and itemized breakdown to include but not limited to labor and material. 10. Contractor will remove all debris from site and dispose. 11 . Contractor will make sure all surfaces are clean at end of day. G. Submittals 1 . Utility Locations - For Information Only 2. Safety Plan - Requires Approval from City Project Manager 3. Work Schedule - Requires Approval from City Project Manager and Parks & Recreation Department 4. Site Location Verification Prior to Construction - Requires Approval from City Project Manager and Parks & Recreation Department 5. Shade Structure Transportation Plan - Requires Approval from City Project Manager and Parks & Recreation Department 6. Concrete Slab Framing/Formwork Approval - Requires Approval from City Project Manager before Contractor pours the concrete 7. Warranty - For Information Only 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. City of Corpus Christi / Parks & Recreation Responsibilities 1 . Demolish 27 existing shade structures & concrete slabs 2. Prepare 27 shade structure sites for the installation of new concrete slabs and new shade structures by the contractor. Backfill and level the bare ground as needed 3. Clean and haul away debris from 27 shade structure sites 4. Track the shipment and delivery schedule of 27 new shade structures. Report any changes in the timeline to the Project Manager 5. Coordinate the delivery and transportation of 27 new shade structures to the designated storage site with the vendor. Park Operations Yard located at: 5352 Ayers Building #4 Corpus Christi, Texas 78415 DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 Revised June 16, 2022 6. Store the 27 new shade structures in accordance with the storage specifications on Exhibit A a. Metal roofing should be stored indoors or when stored outside it should be stored up on blocks with finished face up and sloped to drain b. Store shade structures until construction begins 7. Confirm the exact locations of the 27 new shade structures to be installed prior to the start of construction 8. Parks Representative will accompany the Project Manager and Contractor on site visits as needed throughout the project 9. Obtain Council approval for Contractor to install 27 new shade structures 10. Coordinate the pickup of shade structure materials with the Contractor. Contractor will pick up and transport the shade structures to their respective locations at the designated work sites DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 Exh *ibit As. Shade Structure • Design Draw • DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 - w s�sgaysaai@�a;ui,-�i,ewy siayaysdai'nnonM q � - �LOZo-89Z-ZZ, xej 009E-99Z-ZLL -Nd LO Yi IlSRiHo sndHoo gyros oiaav3■slnoona■sa31�3Hs-iNWNMS�13HsaNVOM swooals3a■ -_ IIVH AM 3avHs01aav3■SNSOINM SNOISS30NOOM sNonInVd■sa3133Hs■ SZW-SGGbE 7j'lavu.'SZ X09 Od bfifibE 1j'I2 llS'AVM SAM 31 M' -�0-06DS-Sl 'ONI `S2J31l�IHS dO J Q > Z � s Q � � H 7— TZ - _—_—_—_—_—_—_— Q Z§ O> LU U ----------—------------- w a — Z Lu a� LU - am - ---¢----------- DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 w -s�a4a4sao�vo alai.-,i,ewy wo�sialla4sdanvnnn t LOZO-88Z-ZLL xej oos£-Sez-z£c 3So4d Q a - - Xl'IlSRJHO sn&joo llvs olaam m sinoonam RaJ=EHSINIBMSII3HSaNVeM SMOUS38 llbH lll� 30VHSOILaVzJ■M4IS INN SNOISS3ONCO■SNOIIInVJM sa3ZOM: SZ.--V6 7j'i2vus'SZ X09 Od V.tb 1j'I2VniS'AVM SAVd 3S=Z t10 -06Os-sl 'ONI 'S213113HS dO2l a a. _ ac•� _ LU LU 3v z 7 /I v OU z L� - m a \ - j Q; 0 \ o LL I -- - --- --- / DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 w -s�a4a4sao�vo alai.-,i,ewy wo�sialla4sdanvnnn t LOZO-88Z-ZLL xej oosevez-zlc 3So4d Q a - - Xl'IlSRJHO sn&joo nlvs olaam m slnoonam RaJ=EHSINIBMSII3HSaNVeM SMOUS38 llbH lll� 30VHSOILavzJ■M4IS INN SNOISS3ONCO■SNOIIInVJM sa3ZOM: Z.-5666£7j'121tlf11S'SZ X09 Od bE6bE lj'121V111S'AVM SAV21 3S=Z Cl) t10 -06Os-sl 'ONI 'S213113HS dO2l a T. 5. z O V A Z z m Z Q _a U DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 w -s�a4a4sao�vo diol.-,Lewy wo�sialla4sdanvnnn t LOZO-88Z-ZLL xej oos£-Sez-z£c -Nd Q a - - Xl'IlSRJHO sn&joo nlvs olaam m sinoonam RaJ=EHSINIBMSII3HSaNVeM SMOUS38 llbHlll� 3aVHSOILaVzJ■M4IS INMSNOISS3ONaO■SNOIIInVJMsJ3ZOM: SZ.--V6 7j'i2vus'SZ X09 Od V.tb 1j'I2VniS'AVM SAVd 3S=Z t10 -06Os-sl 'ONI 'S213113HS dO2l a _a wo C a r m z J LU ca ui Q ' U o� O ' 4 z 0] LU Lj C/ I 0] \ /„\ LU z haw U m w U LL ❑ mes)nEm¥ope ID: F90 F5B-c 4DFB-»aBBmmDc£ ` ` l ± w �@m mamLO _ % „ ; \ \ : „ ® Z. : , _zm \ \2 : . \ t-0LOSsl N ±/]1jH\/\a I- - LU\ LU / \ \ j\ Nt LU \ \}\\ \ W z LLI - \ DO `2 LLI Al 2 ) ) / \\ }\ \\ LU \ \� �^ < / ) _ \ }\ } : \} \} - uj - / Lu ) . > DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 h *1 It• • • Shade Structure Placement Locations • o azEnvwmeF54cF5B Gc4DFB-873F-8BB6689®832 LSbon|8 Park Vantage q # p ±EA » \\ \ « ! \ # \\ < DocuSign Envelope ID:F540CF5B-04C8-4DFB-873F-8BB6689DC832 Labonte Park Vantage 2 #6 P #7 #8 #10 � � #12 #13 #14 #15 'O© DocuSign Envelope ID:F540CF5B-04C8-4DFB-873F-8BB6689DC832 Labonte Park Vantage 3 pk #16 g #17 #18 uau'� DocuSign Envelope ID:F540CF5B-04C8-4DFB-873F-8BB6689DC832 Labonte Park Vantage 4 WiNk � 10,.. #19 #20 4 A ,ia zi eso.�r az�isror�'-eawimmw DocuSign Envelope ID:F540CF5B-04C8-4DFB-873F-8BB6689DC832 Lindale Park Vantage #1 Shade Structure tat r LYn Y1.7988asKs fsesp 9••iiAT Fina.4� DocuSign Envelope ID:F540CF5B-04C8-4DFB-873F-8BB6689DC832 Billfish Park Vantage wr Shade Structures #2 e �u /1 trrlan 2T.3N:BTLfOI&Ne r-.i,ar:z��2a' W DocuSign Envelope ID:F540CF5B-04C8-4DFB-873F-8BB6689DC832 Parker Park Vantage u Shade Structures #1 #2 Shade Structures #3 i La,L s7ss711 m•�..znnmx DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 ATTACHMENT B - PRICING SCHEDULE use o� CITY OF CORPUS CHRISTI H CONTRACTS AND PROCUREMENT BID FORM N�ORPnPPS Ea Is52 RFB NO. 4210 INSTALLATION OF 27 SHADE STRUCTURES PAGE 1 OF 1 Date: 7-7-2022 SYNERGY CONSTRUCTION OF SOUTH TEXAS LLC Authorized 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. DESCRIPTION QTY UNIT TOTAL PRICE INSTALLATION OF 27 SHADE STRUCTURES 1 LUMP SUM $111 ,375.00 FOR LABONTE PARK, LINDALE PARK, BILLISH PARK, AND PARKER PARK DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 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 $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 POLLUTION LIABILITY $1,000,000 Per Occurrence (Including Cleanup and Remediation) Risk Review 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. DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 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 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. DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 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. No Bonds are required for this Service Agreement. 2021 Insurance Requirements Ins. Req. Exhibit 4-C Contracts for General Services - Services Performed Onsite - Pollution 05/10/2021 Risk Management - Legal Dept. DocuSign Envelope ID: F540CF5B-04C8-4DFB-873F-8BB6689DC832 ATTACHMENT D - WARRANTY Contractor to provide a one-year labor and material warranty. SS\ FOR ACCAP Cs% V ' CORPUS r, ACCREDIrEU CHRISTI 's = PAM �hA RECRFAt�P Installation of 27 Shade Structures City Council August 9, 2022 Background GGRPUS CHRISTI PARK56 • Request to authorize 4-month agreement with Synergy Construction of South Texas, LLC to install 27 shade structures at the following parks: 1. Labonte Park - 14333 1-37, 78410 2. Lindale Park - 3133 Swantner St, 78404 3. Billish Park - 15601 Gypsy St, 78418 4. Parker Park - 654 Graham Rd, 78418 • The scope of work for includes: 1. Demolition of 27 existing shade structures and concrete slabs 2. Installation of 27 new concreted slabs and shade structures 3. OSHA compliant safety perimeters 4. Clearing work sites of debris 5. Creating temporary fencing, blockades, and signage as necessary Park Locations GGRPUS CHRISTI PARK56 i • Labonte Park ' — Receiving 20 shade structures " • Lindale Park — Receiving 1 shade structure • Billfish Park — Receiving 2 shade structures „ • Parker Park Receiving 4 shade structures \\ i� t� Recommendation CHRISTI PARK56 Staff recommends approval of this motion authorizing a 4-month agreement with Synergy Construction of South Texas, LLC for installation of 27 shade structures as presented. se o H U NOORPOHPI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of August 23, 2022 DATE: 8/18/2022 TO: Peter Zanoni, City Manager THRU: Constance Sanchez, Chief Financial Officer constancep(a)cctexas.com (361) 826-3189 FROM: Linda Stewart, Director Neighborhood Services Department lindas2(a)cctexas.com (361) 826-3862 Resolution Amending the Infill Housing Incentive Program and Housing Development Fee Waivers for Non-qualifying Homebuyers Program Guidelines to Include Additional Lots CAPTION: Resolution amending the City's Infill Housing Incentive Program (IHIP) Guidelines for Type B Subsidies to Developers selling property to Qualifying Low-Income Homebuyers and amending the City's Program Guidelines for Housing Development Fee Waivers for property sold to Non-Qualifying Homebuyers to expand eligibility of the types of zoning in which lots may qualify for said programs to lots not designated as "RS" with the approval of the Director of Development Services and further authorizing an amendment to the City's agreement with the Corpus Christi Type B Corporation funding the IHIP to effectuate said amendment. SUMMARY: The Resolution revises the program guidelines for the Housing Development Fee Waivers for Non-qualifying Homebuyers and IHIP to include lots with zoning that allows single- family dwellings but are not exclusive to single-family. Director of Development Services approval is required to allow single-family in these non-single-family zones. BACKGROUND AND FINDINGS: The City administers two complementary programs that provide development cost reimbursements and development fee waivers. To increase the availability of infill lots and achieve the program goals, proposed revised program guidelines for both programs include additional zoning designations. The current program guidelines for both programs limit zoning to RS-15, RS-10, RS-6 and RS-4.5. The revised program guidelines presented in this Resolution for both programs provide an opportunity for the Director of Development Services to consider circumstances and issue a determination to allow a dwelling under these programs when it would be appropriate to locate a single-family dwelling in a multi-family zone such as in a RM-3 zone. The Director will consider the use of the adjacent properties before approval. The change to the programs will allow for development of an appropriate lot without the added cost of rezoning while still qualifying under these programs. Infill Housing Incentive Program IHIP is a reimbursement program with eligible expenses that include permits, fees, demolition, water/wastewater infrastructure improvements, and infrastructure improvements to the sewer lines and streets. The IHIP program is funded through an agreement with the Corpus Christi Type B Corporation for $1 ,000,000 the corporation approved in an amendment revising the guidelines with the expanded allowable zoning on August 15, 2022. Reimbursement may be up to $25,000 per home. The homes must be sold to an income qualified homebuyer whose household income is at or below 80 percent of the area median income (AMI). For 2022, that income limit for a family of four is $62,000. The home must be sold at a price that is at or below 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 2022, that value limit is $211 ,200. The homebuyer is subject to a recapture period. Housing development Fee Waivers for Non-Qualifying Homebuyers Program The Housing Development Fee Waivers for Non-Qualifying Homebuyers Program is a fee waiver program with eligible expenses that 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. This program is funded with $100,000 General Fund in FY2022 and is in the proposed FY2023 budget for $100,000 General Fund. Homes are to be built on infill lots and the sales price cannot exceed 80 percent of the area median sales price as determined by the U.S. Department of Housing and Urban Development adjusted annually. Last adjusted in June 2022, that value limit is $211 ,200. ALTERNATIVES: The alternative is to not adopt the revised program guidelines or to direct staff to develop different guidelines. FISCAL IMPACT: To fund the Housing Development Fee Waivers for Non-Qualifying Homebuyers the City Council approved $100,000 for the program as part of the Fiscal Year 2021-2022 Operating Budget and $100,000 is in the proposed Fiscal Year 2022-2023 budget as a recurring program. The funding source for the IHIP program is Corpus Christi Type B Housing Fund 1147 and not General Fund. Funding Detail: Fund: 1020 General Fund Organization/Activity: 11451 Housing Services Mission Element: 132 Neighborhood Revitalization Project # (CIP Only): NA Account: 530206 Rebate Incentive Programs Fund: 1147 Type B Housing Fund Organization/Activity: 15001 Mission Element: 132 Neighborhood Revitalization Project # (CIP Only): NA Account: 530000 Professional Services RECOMMENDATION: City staff recommends approval of the proposed program guideline changes. LIST OF SUPPORTING DOCUMENTS: Resolution Redlined Housing Development Fee Waivers for Non-qualifying Homebuyers Program Guidelines Revised Housing Development Fee Waivers for Non-qualifying Homebuyer Amendment No 1 to Infill Housing Program Agreement between Type B and City PowerPoint Presentation Resolution amending the City's Infill Housing Incentive Program (IHIP) Guidelines for Type B Subsidies to Developers selling property to Qualifying Low-Income Homebuyers and amending the City's Program Guidelines for Housing Development Fee Waivers for Property sold to Non-Qualifying Homebuyers to expand eligibility of the types of zoning in which lots may qualify for said Programs to lots not designated as "RS" with the approval of the Director of Development Services and further authorizing an amendment to the City's agreement with the Corpus Christi Type B Corporation funding the IHIP to effectuate said amendment. WHEREAS, on December 15, 2015, the City Council enacted Section 20-4 of the City Code, providing for the adoption of guidelines for an Infill Housing Incentive Program (IHIP) to assist homebuyers who qualify as low-income; WHEREAS, the IHIP has been funded by the Corpus Christi Type B Corporation, but the IHIP has not received applications from eligible applicants; WHEREAS, On September 7, 2021 , City Council approved $100,000 in the FY 2021-2022 Budget to provide fee waivers to developers who build residential buildings on infill lots, and on December 14, 2021 , City Council approved Guidelines for Housing Development Fee Waivers for Properties sold to Non-qualifying Homebuyers to govern fee waivers for properties sold to buyers who are not required to qualify as low-income; WHEREAS, to increase the number of applications for both programs, the City Council desires to increase the number of applications by expanding eligibility of the types of zoning in which lots may qualify for said programs; THEREFORE, be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council hereby adopts the amended Infill Housing Incentive Program (IHIP) Guidelines attached hereto, pursuant to Section 20-4 of the City's Code of Ordinances, which only applies to properties sold to home buyers qualified as "low income". The City Council further authorizes the City Manager or his designee to execute an amendment to the City's agreement with the Type B Corporation funding the aforementioned program to effectuate the amendment highlighted in the amended Guidelines. Section 2. The City Council hereby adopts the amended Program Guidelines for Housing Development Fee Waivers for Non-Qualifying Homebuyers attached hereto. C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@D8190E08\@BCL@D8190E08.docx PASSED AND APPROVED on the day of , 2022. 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 C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@D8190E08\@BCL@D8190E08.docx 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 targeted low-to moderate-income 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 f. 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). • With approval from the Director of Development Services, lots zoned other than RS may be approved if the existing zoning allows for single-family dwellings. 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. 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 C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@D8190E08\@BCL@D8190EOP 3 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 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. C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@D8190E08\@BCL@D8190EOP 4 City of Corpus Christi Program Guidelines for 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). • With approval from the Director of Development Services, lots zoned other than RS may be approved if the existing zoning allows for single-family dwellings. 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. 3) Must meet all building standards and Unified Development Code requirements. 4) 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 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. C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@D8190E08\@BCL@D8190EOP 5 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. b. The City will comply with the Tax Code Sec 34.051 Resale by taxing unit for the purpose of urban development. C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@D8190E08\@BCL@D8190EOP 6 City of Corpus Christi Housing Development Fee Waivers for Non-qualifying Homebuyers Program Guidelines Housing Development Fee Waivers for Non-qualifying Buyers Page 1 Revised August 23, 2022 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). • With approval from the Director of Development Services, lots zoned other than RS may be approved if the existing zoning allows for single-family dwellings. 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. Housing Development Fee Waivers for Non-qualifying Buyers Page 2 Revised August 23, 2022 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 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. Housing Development Fee Waivers for Non-qualifying Buyers Page 3 Revised August 23, 2022 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. Housing Development Fee Waivers for Non-qualifying Buyers Page 4 Revised August 23, 2022 City of Corpus Christi Housing Development Fee Waivers for Non-qualifying Homebuyers Program Guidelines Housing Development Fee Waivers for Non-qualifying Buyers Page 1 Revised August 23, 2022 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). • With approval from the Director of Development Services, lots zoned other than RS may be approved if the existing zoning allows for single-family dwellings. 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. Housing Development Fee Waivers for Non-qualifying Buyers Page 2 Revised August 23, 2022 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 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. Housing Development Fee Waivers for Non-qualifying Buyers Page 3 Revised August 23, 2022 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. Housing Development Fee Waivers for Non-qualifying Buyers Page 4 Revised August 23, 2022 AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN CORPUS CHRISTI B CORPORATION AND CITY OF CORPUS CHRISTI FOR INFILL AFFORDABLE HOUSING PROGRAM The CORPUS CHRISTI B CORPORATION, hereinafter referred to as the Corporation and CITY OF CORPUS CHRISTI hereinafter referred to as the City, do hereby make and enter into this amendment (the "Amendment") which, together with the Agreement for Infill Affordable Housing Program, which was approved by the Board of Directors of the Corporation on September 20, 2021 (the "Agreement") and all other duly executed amendments, constitutes the entire agreement between the Corporation and the City. I. Exhibit A, City of Corpus Christi Infill Housing Incentive Program Guidelines, is hereby replaced in its entirety with the revised City of Corpus Christi Infill Housing Incentive Program Guidelines, which are attached hereto as Amendment 1 — Exhibit A and incorporated by reference. The Corporation and the City agree to and shall abide by all terms and conditions of the original Agreement and any amendments to that Agreement, to the extent they are not in conflict with the terms of this Amendment. APPROVED AS TO LEGAL FORM: Lee Trujillo Date President Corpus Christi B Corporation Assistant City Attorney Date Constance Sanchez Date Chief Financial Officer City of Corpus Christi AMENDMENT NO. 1 - EXHIBIT A r f ' City of Corpus Christi Infill Housing Incentive Program (THIP) Program Guidelines Table of Contents Tableof Contents..............................................................................................................................................2 1. Purpose........................................................................................................................................................3 2. Benefits........................................................................................................................................................3 3. Definitions....................................................................................................................................................3 4. Eligibility Criteria...........................................................................................................................................3 5. Incentives.....................................................................................................................................................4 6. Sale of City Owned Lots by Bid .....................................................................................................................4 7. Department Responsibilities........................................................................................................................4 8. Other Conditions...........................................................................................................................................5 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 targeted low-to moderate-income 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). • With approval from the Director of Development Services, lots zoned other than RS may be approved if the existing zoning allows for single-family dwellings. 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. 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 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. II PA CORPUS CHRISTI NEIGHBORHOOD SERVICES Infill Housing Incentive Program and Housing Development Fee Waivers for Non-qualified Homebuyers Program Guidelines Revision City Council August 23, 2022 Programs' Goals and Funding CORPUS CHRISTI • Goals • Provide decent affordable housing • Assist in the development of abandoned and/or nonconforming vacant lots where street and utility infrastructure already exist in the City • Expand the local tax base • Revitalize existing neighborhoods • Reduce code enforcement abatement expense • Funding • Infill Housing Incentive Program (IHIP) is funded through an agreement with the Corpus Christi Type B Corporation for $1,000,000 • Housing Development Fee Waivers for Non-qualifying Homebuyers is funded with $100,000 General Fund IHIP Program Guidelines J1 caavus cnnxsn • Reimbursement of expenses up to $25,000 • Building permit fees • Municipal solid waste fees • Tap fees • Demolition • Water/wastewater infrastructure • Street improvements • Program requirements include: • Home's sales price must be at 80% of the area median sales price adjusted annually • $211,200 as of June 2022 • Homebuyers must have incomes at or below 80% of the area median • Family of four is $62,000 • Recapture period of 5 years for homebuyer Fee Waivers Program Guidelines J1 caavus cnnxsn • Fee Waivers up to $7,000 • Building permit fees • Municipal solid waste fees • Tap fees • Not included are reinspection fees • Program requirements include: • Home's sales price and value must be at 80% of the area median sales price adjusted annually • $211,200 as of June 2022 Revised Program Guidelines J1 / CORPUS CXRISiI • Existing Guidelines on Zoning • Limited to lots zoned RS-4.5, RS-6, RS-10, RS-15 • Revised Guidelines • Continues to include lots zoned RS-4.5, RS-6, RS-10, RS-15 • Adds a provision allowing the Director of Development Services to approve lots zoned other than RS • For example, if the surrounding neighborhood is comprised of low-density multifamily and single-family homes but is zoned RM- 3, the lot could be approved for the program SC w 0 AGENDA MEMORANDUM NCORPOR 1�'0 zss2 City Council Meeting August 23, 2022 DATE: August 22, 2022 TO: Peter Zanoni, City Manager FROM: Michael Murphy, Chief Operations Officer for Corpus Christi Water michaelmur(a)cctexas.com (361) 826-3556 Texas Commission on Environmental Quality 2001 Agreed Order Briefing SUMMARY The City of Corpus Christi (City) entered an Agreed Order (Order) with the Nueces River Authority (NRA) in 1976 with several amendments until the most recently adopted Agreed Order dated April 5th, 2001 . This Order is a legal, binding document between the City and the Nueces River Authority and cannot be altered without the consent of all parties and the mediation of the Texas Commission on Environmental Quality (TCEQ) HISTORY In 1990, the State established an Advisory Committee to review the environmental provisions contained within the water permit for Choke Canyon Reservoir ADJ 21-3214. Recommendations from this committee led to the issuance of an Interim Agreed Order, whereupon the Nueces Estuary Advisory Council (NEAC) was created. The permit required a certain amount of water be returned to the bays every year. After initial Commission orders in 1990, the Agreed Order evolved from an Interim Agreed Order issued in 1992 to a Final Agreed Order in 1995 and was most recently amended in 2001 . No modification shall be made to the Agreed Order without the unanimous consent of the Certificate Holders, except to the extent provided by law. BACKGROUND: Choke Canyon Dam, completed in 1982, is authorized by Certificate of Adjudication 21-3214 which authorizes the City of Corpus Christi, the Nueces River Authority and the City of Three Rivers to maintain an existing dam and reservoir and cofferdam on the Frio River and impound therein not to exceed 700,000 acre-feet of water, and divert and use not to exceed 139,000 acre-feet per year for municipal, industrial, mining, domestic and livestock, and agricultural purposes in Nueces, San Patricio, Aransas, Jim Wells, Live Oak, Kleberg, Bee, McMullen, Duval and Atascosa Counties. Because of the Agreed Order established via Special Condition 5.13 based in the City's Choke Canyon surface water permit, the City is required to allow a specified schedule of freshwater inflows to "pass through"the reservoir system to the Nueces Estuary each month. The monthly passthrough requirement, or target, is dependent on several variables: • Measured inflow into the reservoir system • Percent capacity of the reservoir system • Month of the year • Salinity level in Nueces Bay The requirements of the City are summarized below: When the water in the System in equal to or greater than 70% of storage capacity we must use the TARGET amount of 138,000 acre-feet per year flow to the estuary. This target is broken into specific amounts per month and changes with the time of year. When water in the System is LESS than 70% but greater than 40%, we must use a TARGET amount of 97,000 acre-feet per year for flow to the estuary. This target is broken into specific amounts per month and changes with the time of year. The also City receives CREDITS for monthly targets for both periods of excess flow from rain fall and for specific salinity levels. 30,000 25,000 — Total Year Targets 20,000 >70% 138,000 AF LL 40% - 70% 97,000 AF a 15,000 30% -40% 14,400 AF <30%= 0 AF i 10,000 i v Q 5,000 0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec E 30% -40% 40% - 70% >70% CONCLUSION: Inflow into the reservoir system, up to the monthly target, must be passed through to maintain the health of the downstream Nueces Estuary. Inflow exceeding the monthly target can be captured for future use. No release of stored water is required to meet the target amount. The Nueces Estuary Advisory Council (NEAC), established by the Agreed Order, serves to provide an ongoing adaptive management process to monitor the implementation of the Agreed Order to ensure the maintenance of the proper ecological environment and health of related living marine resources relating to the effectiveness of the inflow requirements contained in the Agreed Order on Nueces Estuary and any recommended changes. iih ao z -oaraaizooi Tau io:ss FAX SLE TEKAS NATURAL RESOURCE CONSERVATION COMMISSION C F �� _ APR Q 5 2001 DAn Mau BOX ADMIN ISTRAT109 AN AGREED ORDER Amending the operational procedures and continuing an Advisory Council pertaining to Special Condition 5.B., Certificate of Adjudication No. 21-3214;Docket No. 2001-0230-WR On April 4, 2001, came to be considered before the Texas Natural Resource Conservation Commission("Commission")the Motion by the City of Corpus Christi and Nueces River Authority for the adoption of an amendment to the Agreed Order issued April 28, 1995,establishing operating ., Certificate of Adjudication No.21.3214,held by procedures pertaining to Special Condition S.B the City of Corpus Christi,the Nueces River Authority,and the Cite of Three Rivers"(the two cities and river authority shall be referred to herein as"Certificate Holders"). The Certificate Holders and the Executive Director of the Texas Natural Resource Conservation Commission have agreed to the provisions of this Agreed Order. The City of Corpus Christi (managing entity) requests that Section 2 of this Agreed Order be amended to add further detail to the provisions regarding the use of water for bays and estuaries and to make changes in the required passage of inflows for the bays and estuaries automatic at 40 percent and 30 percent of total reservoir system capacity upon institution of mandatory outdoor watering restrictions. Additionally,Certificate Holders request the most recent bathymetric surveys be used for deternrining reservoir system storage capacity. The Certificate Holders request details be added regarding provisions for two projects to enhancel'augment the amount of freshwater going into the receiving estuary and timelines for those projects. After considering the proposals and the presentations of the parties,the Commission finds that it has authority to establish operational procedures under Special Condition 5.B.of Certificate of Adjudication No. 21-3214, and that operational procedures previously established should be amended. The Commission finds that,because of the need to continue to monitor the ecological environment and health ofrelated living marine resources of the estuaries to assess the effectiveness of freshwater inflows provided by requirements contained in this Agreed Order relating to releases and spills from Choke Canyon Reservoir and Lake Corpus Christi (collectively referred to as the Reservoir System);as well as return flows,and to evaluate potential impacts which may occur to the reservoirs as well as to the availability of water to meet the needs ofthe Certificate Holders and their customers which may result from those operational procedures, the existing advisory council should be maintained to consider such additional information and related issues and to formulate recommendations for the Commission's review. The Commission additionally finds that based on the preliminary application of the Texas Water Development Board's Mathematical Programming Optimization Model,(GRG-2), 138,000 acre-feet of fresh water is necessary to achieve maximum harvestin the hoke Canyon ces ReservoirEstuary; staystem► therefore, when water is impounded in the Lake Corpus Chris to the extent greater than 70 percent of the system's storage capacity, the delivery of 138,000 94/05/2001 THU 10:56 FAX IM003 acre-feet of water to Nueces Bay and/or the Nueces Delta, by a combination of releases and spills, together with diversions and return flows noted below, should be accomplished; and that during periods when the reservoir system contains less than 70 percent storage capacity, reductions in releases and spills,along with diversions and return flows,are appropriate in that a satisfactory level of marine harvest will be sustained and the ecological health of the receiving estuaries will be maintained. The Commission finds that return flows,other than to Nueces Bay and/or the Nucces Delta, that are delivered to Corpus Christi Bay and other receiving estuaries are currently in the assumed mount of 54,000 acre-feet per annum (per calendar year), and that they shall be credited at this amount until such time as it is shown that actual return flows to Corpus Christi Bay and other receiving estuaries exceed 54,000 acre-feet per annum. The Commission finds that by contractual relationships, the City of Corpus Christi is the managing entity for operating the Reservoir System. The Commission finds that the Motion by the City of Corpus Christi and Nueces River Authority to Amend this Agreed Order is reasonable and should be granted. Benefits of the proposed diversion project and operating changes will include increased water supply, increased reservoir storage levels, increased positive flow events for Rincon Bayou and the upper Nueces Delta, increased sources of nitrogen for the upper delta, and lower salinity levels in the upper delta. When the Commission uses the word "release" in this Order, release means spills, inflow passage,intentional releases,and return flows;provided,however,under this Order no release from storage is required to meet conditions of this Order. By consenting to the issuance of this Agreed Order,no parte admits or denies any claim,nor waives with respect to any subsequent proceeding any interpretation or argument which may be contrary to the provisions of this Agreed Order. NOW,THEREFORE,BE IT ORDERED BY THE TEXAS NATURAL RESOURCE CONSERVATION COMMISSION THAT: 1. a. The City of Corpus Christi, as operator of the Choke Canyon/Lake Corpus Christi reservoirs(the"Reservoir System"), shall provide not less than 151,000 acre-feet of water per'annum(per calendar year) for the estuaries by a combination of releases and spills from the Reservoir System at Lake Corpus Christi Dam and return flows to Nueces and Corpus Christi Bays and other receiving estuaries (including such credits as may be appropriate for diversion of river flows and/or return flows to the Nueces Delta and/or Nueces B ay),as computed and to the extent-provided for herein. b. When water impounded in the Reservoir System is greater than or equal to 70 percent of storage capacity, a target amount of 138,000 acre-feet is to be delivered to Nueces Bay and/or the Nueces Delta by a combbiation of releases and spills from Page 2 of 11 04%05/2001 THU 10:57 FAX Q004 the Reservoir System as well as diversions and return flows. In accordance with the monthly schedule and except as provided otherwise in this Agreed Order, target inflows to Nueces Bay and/or the Nueces Delta shall be in the acre-foot amounts as follow: January 2,500 July 6,500 February 2,500 August 6,500 March 3,500 September ' 28,500 April 3,500 October 20,000 May 25,500 November 9,000 June 25,500 December 4,500 It is expressly provided,however,that releases from Reservoir System storage shall not be required to satisfy the above targeted inflow amounts, as calculated in Subparagraph d. C. When water impounded in the Reservoir System i,. less than 70 percent but greater than or equal to 40 percent of storage capacity,a targeted amount of 97,000 acre-feet is to be delivered to Nueces Bay and/or the Nurses Delta by a combination of releases and spills from the Reservoir System as well as diversions and return flows. In accordance with the monthly schedule and except as provided otherwise in this Agreed Order, target inflows to Nueces Bay and/or the Nueces Delta shall be in the acre-foot amounts as follows: January 2,500 July 4,500 February 2,500 August 5,000 March 3,500 September 11,500 April 3,500 October 9,000 May 23,500 November 4,000 June 23,000 December 4,500 It is expressly provided,however,that releases from Reservoir System storage shall not be required to satisfy the above targeted inflow amounts as calculated in Subparagraph d. d. _ The amounts of water required in subparagraphs Lb. and l.c.will consist of'return flows, and intentional diversions, as well as spills and releases from the Reservoir System as defined in this subparagraph. For purposes of compliance with monthly targeted amounts prescribed above,the spi lls and releases described in this paragraph shall be measured at the U.S. Geological Survey stream monitoring station on the Nueces River at Calallen, Texas (USGS Station No. 08211500). Any inflows, including measured wastewater effluent and rainfall runoffineeting lawful discharge standards which are intentionally diverted to the upper Nueces Delta region,shall be credited toward the total inflow amount delivered to Nueces Bay and/or the Nueces Page 3 of 11 Q005 04/05/2001 'TEU 10:57 FAX Delta. Inflow passage from the Reservoir System for the purpose of compliance with the monthly targeted amounts prescribed in subparagraphs 1.b. and l.c. shall in no case exceed the estimated inflow to Lake Corpus Christi as if there were no impoundment of inflows at Choice Canyon Reservoir. The estimated inflow to Lake Corpus Christi as if there were no impoundment of inflows at Choke Canyon Reservoir shall be computed as the sum of the flows treasured at the U.S.Geological Survey(USGS)STREAMFLOW GAGING STATIONS ON THE Nueces River near Three Rivers (USGS No. 08210000), Frio River at Tilden, Texas (USGS No. 08206600), and San Miguel Creek near Tilden, Texas (USGS No. 08206700) less computed releases and spills from Choke Canyon Reservoir. e. The passage of inflow necessary to meet the monthly targeted allocations may be distributed over the calendar month in a manner to be determined by the City. Relief from the above requirements shall be available under subparagraphs(1)or(2)below and Section 2.(b) and 3.(c) at the option of the City of Corpus Christi. However, passage of inflow may only be reduced under one of those subparagraphs below,for any given month_ (1) Inflows to Nueces Bay and/or the Nueces Delta in excess of the required monthly targeted amount may be credited for up to fifty (50) percent of the targeted requirement for the following month,based on the amount received. (2) When the mean salinity in Upper Nueces Bay(Lat.27°51'02",Long. 97'28'52") for a 10-day period, ending at any time during the calendar month for which the reduction of the passage of inflow is sought, is below the SUB*, pass through of inflow from the reservoir system for that same calendar month may be reduced as follows: (a) For any month other than May, June, September and October, if 5 parts per thousand(ppt)below the SUB for the month,a reduction of 25%of the current month's targeted Nueces Bay inflow; (b) If 10 ppt below the SUB for the month, a reduction of 50 % of the current month's targeted Nueces Bay inflow except that credit under this provision is limited to 25 % during the months of May, June, September and October; * "SUB"means "salinity upper bounds"as set forth more specifically in Section 3.b. (c} If 15 ppt below the SUB for that month, a reduction of 75% of the current month's targeted Nueces Bay inflow. Page d of 11 Q006 04/05/2001 THU 10:58 FAX f. The City of Corpus Christi shall submit monthly reports to the Commission containing daily inflow amounts provided to the Nueces Estuary in accordance with this Agreed Order through releases,spills,return flows and other freshwater inflows. 2. a. Certificate holders are to provide in any future contracts or any amendments, modifications or changes to existing contracts the condition that all wholesale customers and any subsequent wholesale customers shall develop and have in effect a water conservation and drought management plan consistent with Commission rule. The City of Corpus Christi shall solicit from its customers and report to the Commission annually the result of conservation under the City's plan,the customers' plans, and the feasibility of implementing conservation plans and programs for all users of water from the reservoir system. This report shall be submitted with the Certificate Holder's annual water use report as provided by 31 T.A.C. §295.202. b. The Certificate Holders may reduce targeted Nueces Bay inflows during times of prolonged drought in accordance with this subparagraph 2. (1) When the combined storage in the Choke Canyon/Lake Corpus Christi reservoir system (Reservoir System Storage) falls below 50% of the total system storage capacity,the City of Corpus Christi shall issue public notice advising 'and informing the water users of the region of voluntary conservation measures that arc requested immediately and required drought management measures to be taken should the Reservoir System Storage fall to under 40% and/or 30%of total system storage capacity. To the extent of its legal authority, the City of Corpus Christi shall require its wholesale customers to issue public notice advising and informing the water users of the region ofvoluntary conservation measures that are requested immediately and required drought management measures to be taken should the Reservoir System Storage fall to tinder 40% and/or 30% of total system storage capacity. (2) In any month when Reservoir System Storage is less than 40%,but equal to or greater than 30% of total system storage capacity, the City of Corpus Christi shall implement time of day outdoor watering restrictions and shall reduce targeted inflows to Nueces Bay to 1;200 acre-feet per month(1,200 acre-feet per month represents thequantity of water that is the median inflow, into Lake Corpus Christi during the drought of record). Time of day outdoor watering restrictions prohibit lawn watering between the hours of 10:00 o'clock a.m. and 6:00 o'clock p.m. and are subject to additional conditions as described in the City of Corpus Christi's approved"Water Conservation and Drought Contingency Plan("Plan")." To the extent of its legal authority, the City of Corpus Christi shall require its wholesale customers to implement time of day outdoor watering restrictions similar to those of the City. Page 5 of 11 X1007 04/05/2001 THU 10:58 FAX (3) in any month when Reservoir System Storage is less than 30%of total system storage capacity,the City of Corpus Christi shall implement a lawn watering schedule in addition to time of day outdoor watering restrictions (see subparagraph 2.b.(2)) and shall suspend the passage of inflow from the Reservoir System for targeted inflows to Nueces Bay. However,return flows directed into Nueces Bay and/or the Nueces Delta shall continue. The lawn watering schedule shall allow customers to water lawns no oftener than every five days, subject to the time of day restrictions described in subparagraph 2.b.(2) and any additional conditions as described in the City's Plan. (4) Certificate Holders' may implement whole or partial suspension of the passage of inflow through the reservoir as described above when the City implements,and requires its customers to implement,water conservation and drought management measures at diminished Reservoir System levels,as set forth in subparagraphs b.(2) and b.(3). C. For purposes of this Agreed Order, Reservoir System storage capacity shall be determined by the most recently completed bathymetric survey of each reservoir. As of 2001, completed bathymetric surveys of each reservoir reports conservation storage capacities of 695,271 acre-feet(below 220.5 feet mean sea level) for Choke Canyon Reservoir (Volumetric Survey of Choke Canyon Reservoir, TWDB September 23, 1993) and 241,241 acre-feet(below 94 feet mean sea level)for Lake Corpus Christi(Regional Water Supply Planning Study-Phase INueces RiverBasin, HDR, December, 1990). d. Percentage of the Reservoir System capacity shall be determined on a dailybasis and shall govern, in part, the inflow to be passed through the reservoir during the remaining days of the month. e. Within the first ten days of each month,the City of Corpus Christi shall submit to the Commission a monthly report containing the daily capacity of the Reservoir System in percentages and mean sea levels as recorded for the previous month as well as reservoir surface areas and estimated inflows to Lake Corpus Christi assuming no impoundment of inflows at Choke Canyon Reservoir. The report shall indicate which gages or measuring devices were used to determine Reservoir System capacity 'and estimate inflows to Lake Corpus Christi. f. Concurrent with implementing subparagraphs 2.b.(1)through 2.b•(3),the City shall proceed to: 1. Acquire land rights to properties necessary to re-open the Nueces River Overflow Channel and make the Nucces River Overflow Channel and Rincon Bayou Overflow Channel permanent features ofthe Rincon Bayou Diversion; Page 6 of 11 04%05/2001 THU 10:59 FAI 11008 2. Construct and operate a conveyance facility to deliver up to 3,000 acre-feet per month of required Reservoir System "pass-throughs" directly from the CaWlen Pool into the Upper Rincon Bayou by use of one or two of the five authorized points of diversion under Certificate of Adjudication No. 2464, being the existing San Patricio Municipal Water District point of diversion and/or a point on the North bank of the Calallen Pool located at Latitude 27.$823°N, Longitude 97.6254°W, also bewing S 27° 24' W, 4,739 feet from the southwest corner of the J.H.W. Ottman Survey, Abstract No. 212, San Patricio County,Texas,where the waterwill be pumped at the maximum rate of 45,000 gpm; and 3. Implement an on-going monitoring and assessment program designed to facilitate an "adaptive management"program for freshwater inflows into the Nueces Estuary. 4. Construction necessary to implement subparagraph 2.1.1. shall be accomplished by December 31, 2001 and work necessary to accomplish subparagraph 2.f.2. shall be accomplished by December 31, 2002. 5. In the event the City fails to timely complete the work set forth in subparagraphs 2.f.1.and 2.f.2.,this amendment shall automatically terminate and the provisions of the Agreed Order of Apri128, 1995 shall be reinstated and become operative despite this amendment,unless the Executive Director grants a modification after considering the recommendations of the Nueces Estuary Advisory Council. g. The Executive Director is delegated authority to make modifications to subparagraph 21,after considering the recommendations of the Nueces Estuary Advisory Council. However,changes may be made through this process only with the City's consent if the changes result in increased costs to the City. If the Executive Director makes modifications to subparagraph 21 as authorized in this paragraph, any affected person may file with the chief clerk. a motion for reconsideration of the Executive Director's action no later than 23 days after the date the Executive Director mails notice of the rnodification to the City. This motion shall be considered under the provisions of 30 Texas Administrative Code§5039(d)and (e). h. The City shall obtain all necessary permits from the Commission before beginning these projects. The deadlines set out above include time necessary to apply for, process and,if necessary, complete hearings on these permits. 3. a. The City of Corpus Christi,with the assistance and/or participation of federal,state and local entities, shall maintain a monitoring program to assess the effect of this Page 7 of 1I 04/05/2001 THU 10:59 FAX IM 009 operating plan on Nueces Bay. The cornerstone of this program is the development of a salinity monitoring program. The program shall include.at least two monitoring stations,one in upper Nueces Bay(Lat.27'51102",Long.97'28'52")and one in mid Nueces Bay (Lat. 27°51'25", Long. 97°25'28") with the capability of providing continuous salinity and/or conductivity data,temperature,pH,and dissolved oxygen levels. Additional stations may be established at the recommendation of the Advisory Council(continued by paragraph 4 of this Agreed Order)to assess inflow effects throughout the estuarine system, but the City shall not be obligated to establish such additional stations except to the extent authorized by its City Council. b. The City of Corpus Christi or its designated representatives shall monitor salinity levels in Upper and Mid-Nueces Bay. The lower (SLB) and upper(SUB) salinity bounds(in parts per thousand-ppt)developed for application of the Texas Estuarine Mathematical Programming Model and considered appropriate for use herein,are as follows: SLB SUB SLB SUB January 5 30 July 2 25 February 5 30 August 2 25 March 5 30 September 5 20 April 5 30 October 5 30 May 1 20 November 5 30 June 1 20 December 5 30 C. When the average salinity for the third week(the third week includes the seven days from the 15th through 21st) of any month is at or below the subsequent month's established SLB forupperNueces Bay(Lat.27°51102",Long.97°28'52"),no releases from the Reservoir System to satisfy targeted Nueces Bay inflow mounts shall be required for that subsequent month. d. All data collected as a result of the monitoring program required by paragraph 3 of this Agreed Order shall be submitted monthly to the Commission within the first ten days of the immediately following month. The Nueces Estuary Advisory Council shall study the feasibility of,developing a method of granting credits for inflows which exceed the required amounts-to replace the,credits that are set out in subparagraph l.e.(1) and make recommendations to the Commission for possible implementation. That method shall have as its goal the maintenance of the proper ecological environment and health of related living marine resources and the provision of maximum reasonable credits towards monthly inflow requirements. 4. a. To assist the Commission in monitoring implementation of this Order and making recommendations to the Commission relating to any changes to this Agreed Order and the establishment of future operating procedures,the Nueces Estuary Advisory Page 8 of 11 04/05/2001 THU 11:00 FAX Q010 Council shall be continued. its members shall include, but are not limited to a qualified representative chosen by each of the following entities or groups: the Executive Director of the Texas Natural Resource Conservation Commission,whose representative shall serve as chair$hc Texas Water Development Board; the Texas Parks and Wildlife Department; the Texas Department of Health; the General Land Office;the holders of Certificate of Adjudication No.21-3214(the Cities of Corpus Christi and Three Rivers and the Nueces River Authority; the University of Texas Marine Science Institute; Texas A&M University - Corpus Christi; Save Lake Corpus Christi;Corpus Christi Chamber of Commerce; the City of Mathis; Coastal Bend Bays and Estuaries Program, Inc.; a commercial bay fishing group; a conservation group (e.g. the Sierra Club and the Coastal Bend Bays Foundation), wholesale water suppliers who are customers of tho Certificate Holders (e.g., the South Texas Water Authority and the San Patricio Municipal Water District); the Port of Corpus Christi Authority; and a representative of industry. The representatives should have experience and knowledge relating to current or future water use and management or environmental and economic needs of the Coastal Bend area. b. No modification shall be made to this Order without the unanimous consent of the Certificate Holders, except to the extent provided by law. C. Matters to be studied by the Nueces Estuary Advisory Council and upon which the Executive Director shall certify recommendations to the Commission shall include, but are not limited to: (1) the effectiveness of the inflow requirements contained in this Agreed Order on Nueces Estuary and any recommended changes; (2) the effect of the releases from the Reservoir System upon the aquatic and wildlife habitat and other beneficial and recreational uses of Choke Canyon Reservoir and Lake Corpus Christi; (3) the development and implementation of a short and long-term regional water management plan for the Coastal Bend Area; (4) the salinity level to be applied in Paragraphs 1.e. and 3.c., at which targeted inflows in the subsequent month may be suspended; (5) the feasibility of discharges at locations where the increased biological productivity justifies an inflow credit computed by multiplying the amount of discharge by a number greater than one; and development of a methodology for granting credits for inflows which exceed.the required amount to replace the credits that are set out in subparagraph i.e. That methodology shall have as its goal the maintenance of the proper ecological. Page 9 of 11 04/05/2001 TSU 11:00 FAX fh011 environment and health of related living marine resources and the provision of maximum reasonable credits towards monthly inflow requirements; and, (6) any other matter pertinent to the conditions contained in this Agreed Order. Page 10 of 11 Q012 04%051200A THU 11:00 FAX 5, This Agreed Order shall remain in effect until amended or superseded by the Commission. Issued date: APR 0 5 Z001 TEXAS NATURAL RESOURCE CONSERVATION COMMISSION R bort I. uston, airman Page 11 of 11 so �o o� A H AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 23, 2022 WoRPORPg4 1852 Second Reading Ordinance for the City Council Meeting of August 30, 2022 DATE: August 4, 2022 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance & Business Analysis heatherh3ctcctexasxom 361-826-3227 Ordinance approving Tax Increment Reinvestment Zone #3 Amended Project and Financing Plan CAPTION: Ordinance approving an amendment to the Downtown Tax Increment Reinvestment Zone #3 Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi, Texas on June 28, 2022 to broaden the New Commercial Tenant Finish Out Program and to change the program name to Commercial Finish-Out Program. SUMMARY: This Ordinance approves the Eighth Amendment to the Tax Increment Reinvestment Zone #3 Amended Project and Financing Plan, which would modify the New Commercial Tenant Finish-Out Grant Program. BACKGROUND AND FINDINGS: City staff and the Downtown Management District (DMD) continuously evaluate and seek opportunities to improve the TIRZ #3 Project and Financing Plan to stimulate growth within the TIRZ #3. Since 2019, 12 projects have been approved by the TIRZ #3 Board under the New Commercial Tenant Finish Out Program. An opportunity was identified to support more projects by expanding the program to assist building owners wanting to open their own businesses and owner-occupied businesses wanting to expand their business to a larger footprint within their existing building. Broadening the New Commercial Tenant Finish Out Program will create more opportunities for growth and development in Downtown Corpus Christi. Additionally, the name would be changed to Commercial Finish-Out Program. At the June 28, 2022, TIRZ #3 board meeting, City staff and DMD recommended a modification to the New Commercial Tenant Finish-Out Program to extend eligibility to established businesses and change the name of the program to Commercial Finish-Out Program. ALTERNATIVES: City Council could choose not to incorporate the Eighth Amendment to the Project and Financing Plan or could make recommended changes. FISCAL IMPACT: There is no fiscal impact for this item. RECOMMENDATION: City staff recommends approving the amended Project and Financing Plan to modify the New Commercial Tenant Finish-Out Program to extend eligibility to established businesses, as well as new businesses; and change the name of the program to Commercial Finish-Out Program. LIST OF SUPPORTING DOCUMENTS: Ordinance Amended Project & Financing Plan Ordinance approving an amendment to the Downtown Tax Increment Reinvestment Zone #3 Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi, Texas on June 28, 2022 to broaden the New Commercial Tenant Finish Out Program and to change the program name to Commercial Finish-Out Program. WHEREAS, in 2008, through Ordinance 027996, the City of Corpus Christi created a tax increment financing district, to be known as "Reinvestment Zone Number Three, Corpus Christi, Texas," over a portion of the city that includes the City's downtown area; WHEREAS, Ordinance 027996 included a preliminary reinvestment zone financing plan; WHEREAS, on August 25, 2015, the City Council passed Ordinance 030592, which approved the "Tax Increment Reinvestment Zone#3 Amended Project & Financing Plan"; WHEREAS, the "Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan" was last amended by City Council on March 30, 2021 ; WHEREAS, on June 28, 2022, the Board of Directors of Reinvestment Zone Number Three passed a motion recommending an amendment to the "Tax Increment Reinvestment Zone#3 Amended Project& Financing Plan" that expands the Commercial Finish-Out Program to include owner occupied commercial space; WHEREAS, Texas Tax Code Section 311 .011(d) provides that the governing body of the municipality that designated the zone must approve a project plan for a reinvestment zone by ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL FOR THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council approves the Project Plan and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone #3, Corpus Christi, Texas for the Reinvestment Zone Number Three, City of Corpus Christi, Texas, as approved by the Board of Directors of Reinvestment Zone Number Three on June 28, 2022. A copy of the Plan is attached hereto and incorporated by reference. That the foregoing ordinance was read for the first time and passed to its second reading 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 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 City of Corpus Christi / Corpus Christi Downtown Management District Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan Introduction Tax Increment Financing is an economic development tool authorized by Chapter 311 of the Texas Tax Code, through which governments can designate a portion of tax increment to finance improvements to promote development of a defined area, called a "Reinvestment Zone." The defined area must meet one of the five criteria outlined in Chapter 311. In 2008, through Ordinance 027996, the City of Corpus Christi created Tax Increment Reinvestment Zone #3 ("TIRZ#3"or"the Zone"), over a portion of the city that includes the city's Downtown area.There have been three amendments to the ordinance; expansion of boundaries (April 2009), correction of termination date (March 2012) and correction of board composition (August 2014). A change in the economic climate immediately after the creation of TIRZ #3 hindered the performance of the fund and prevented any investment from occurring. Throughout this time, there has not been an update to the Preliminary Project & Financing Plan in the 2008 Ordinance. This document, the 2015Amended Project& Financing Plan, is intended to replace the previous Project& Financing Plan and any future amendments will modify this version. This 2015 Amended Project& Financing Plan is based on research conducted for the Downtown Area Development Plan (DADP), completed. Upon completion of the DADP, there will be an amendment to refine aspects of the 2015 Amended Project& Financing Plan. TIRZ #3 consists of a Board of Directors and is supported by the City Manager's designee, currently the City's Business Liaison, and the Executive Director of the Corpus Christi Downtown Management District (DMD). Second Amendment (FY 2017)—To continue and enhance the Zone's efforts, this Amendment provides for programming and services from the DMD; refines some of the Incentive Programs; and provides the ability for TIRZ funds to be expended for public, cultural and/or historic properties within the Zone. Updates also include the commitment from Del Mar College's extended participation to the end of the Zone. Note:Schedule of Project Expenditures(Page 7) updated as Exhibit C—FY2017 Project Plan Budget. Third Amendment (FY 2018)—this Amendment renames the (5) Site Assembly & Development category to(5)Site Management&Development and discusses a pilot vacant building program in the Reinvestment Zone. Additionally, both (6) Parking Management and (7) Traffic Pattern and Streetscapes expand to authorize funding for implementation. (8) Other Programs and Initiatives expands to include Cultural District Plan, upon Board's approval of the DMD's FY 2018 Scope of Services. Note:Schedule of Project Expenditures updated as Exhibit C—FY 2018 Project Plan Budget. Fourth Amendment (FY 2019)—this Amendment extends the four Incentive Programs for an additional 3-year period and includes the new FY 2019 Budget as Exhibit C. It also provides an updated Sources of Revenue table showing the projected revenue of the TIRZ over time. 11 Page City of Corpus Christi / Corpus Christi Downtown Management District Fifth Amendment(FY 2021)—this Amendment incorporates implementation that occurred in FY 2020 and refines parameters for more aggressive incentives for FY 21 based upon the remaining rehabilitation hurdles and economics. Sixth Amendment (FY 2021) —this Amendment modifies two incentive programs to expand their impact — New Commercial Tenant Finish Out and Chaparral Street Property Improvement Grant. Seventh Amendment (FY 2021) — this Amendment modifies the Streetscape and Safety Improvement Program to extend eligibility to patio cafes as an exterior improvement. Eighth Amendment(FY 2022)—this Amendment modifies the New Commercial Tenant Finish Out Program remove the "New" and 'Tenant" from the qualifying requirements to become "Commercial Finish- Out Program" to expand the qualification of the program. This will allow established businesses to qualify for the program. Criteria for Zone Creation The 2008 Project Plan stated that the defined area of TIRZ#3 qualified for designation as a"Reinvestment Zone" because it suffered from "economic stagnation, inadequate infrastructure, and deteriorating properties. Without intervention by the public sector, private market forces will not be sufficient to generate significant development and redevelopment." Conditions listed that met the Criteria of Chapter 311, Section 005 included: • A substantial number of substandard, slum, deteriorated, or deteriorating structures; • The predominance of defective or inadequate sidewalk or street layout; • Unsanitary or unsafe conditions; • The deterioration of site or other improvements; and • Conditions that endanger life or property by fire or other cause. According to Chapter 311,these conditions must "substantially arrest or impair the sound growth of the municipality or county creating the zone, retard the provision of housing accommodations, or constitute an economic or social liability and be a menace to the public health, safety, morals, or welfare in its present condition and use." Conditions in 2008 met these requirements, as indicated by the Market and Economic Study undertaken at that time. While our community has benefitted from a boost in economic activity since 2008, the Downtown did not see the same level of development. This solidifies the 2008 position that conditions would not be overcome or corrected without significant intervention and assistance from the public sector. A Consistent Vision for Downtown For decades, efforts had been made to improve and revitalize Downtown Corpus Christi, with various levels of success. The 2006 Downtown Redevelopment Vision resulted in the creation of TIRZ #3, but a change in environment prevented immediate implementation. Other efforts have included: 2004—Bayfront Master Plan 2006—Downtown Redevelopment Report 2013—Central Business Development Plan 2014—RUDAT 21 Page City of Corpus Christi / Corpus Christi Downtown Management District 2015—Downtown Area Development Plan The 2006 Redevelopment Report vision statement is consistent with the vision illustrated in the 2015 Downtown Area Development Plan, which is currently in draft form. "Downtown Corpus Christi is a safe, clean, pedestrian friendly community comprised of a central business district, arts and culture, sports and entertainment areas. This unique vibrant waterfront community will provide local residents, tourists and families' opportunities to enjoy fine restaurants, shops and residential facilities." Anticipated Zone Role in Downtown Improvements The 2008 Market and Economic Study indicated the nature of the intervention and assistance needed to spur economic growth in different areas of the Zone. It stated that the "current structure of Corpus Christi's economy, the aging of existing development, and inadequate public infrastructure and facilities together depress the viability of new development and redevelopment in Downtown."The 2014 Analysis of Residential Market Potential repeated those themes, with extra emphasis on residential development and introduction of the concept of gap financing.Additionally,the 2015 environment has the new dynamic of regional investment valued at tens of billions of dollars. The primary functions of TIRZ#3 will be • To Support Private Sector Development & Investment • To Plan & Construct Public Improvements • To Provide Revitalization Focused Programs & Services The Zone is expected to be one of a variety of planned funding sources and programs that will be acting in concert to accomplish a changed public environment in Downtown. By improving and enhancing streets, sidewalks, and public spaces, plus upgrading utilities, the zone and the other programs will encourage the development of new land uses and the redevelopment or rehabilitation of existing uses. The intended result is that Downtown will become a vibrant and economically vital urban waterfront district with a variety of residential, retail, and lodging uses, a strong office base, and popular public facilities. 31 Page City of Corpus Christi / Corpus Christi Downtown Management District Project Plan Existing Uses and Conditions/Boundaries §311.01 (b) (1) The Zone includes approximately 856 acres wholly within the City of Corpus Christi. Its boundaries encompass nearly all of the Downtown area. Avery p wide variety of land uses are present within the TIRZ. The boundaries and land uses within the Zone are shown in Exhibit A. The existing conditions within the Zone are described generally below. A legal description of the Zone with a specific accounting for the proposed boundaries is given in ,'y I„" ' ""' Exhibit B. In the 2015 DADP, the identities of neighborhoods in the Downtown were emphasized as way to build unifying identities and create distinct experiences. Each of those regions is described generally below. SEA District - A large area of publicly owned cultural and entertainment . facilities comprises the north end of the zone. These facilities include: • Port of Corpus Christi's Ortiz Center • Harbor i • Corpus Christi Museum of Science&History Playhouse • Art Museum of South Texas • Brewster . • Whataburger Field Street • American Bank Convention Center&Arena Icehouse • Heritage Park— Restored Historic Homes, now used as Non-Profit Offices or Cultural Museums. Moving south, the next few blocks vary between vacant, undeveloped land and low density residential, bordered to the west by Port facilities and storage space, southeast by the Port of Corpus Christi Offices and the Federal Courthouse. The southern portion of the SEA District also includes two restaurants, a vacant hotel, U-Haul, Fire Station #1 and the historic Nueces County Courthouse. IH 37 is the physical southern border of this area, with the transition from a highway to on and off ramps coming to surface grade. Uptown —South of IH 37, a natural bluff distinguishes the high-rise, office building core of the Uptown. Broadway marks a topo-graphical change as the edge of a bluff,and the higher elevation area to the west of the street north of Lipan Street is characterized mainly by professional office uses, some in high-rise towers. TIRZ#3 picks up two blocks of Uptown, with Tancahua as the west border. Of Downtown's office properties, only the Frost Bank building is one of two Class "A" properties. Overall occupancy for the Downtown office market is around 80 percent. Outside of the Zone, Uptown continues to include major government anchors, including Corpus Christi Independent School District Offices, Nueces County Courthouse, a Regional Transportation Authority Service Center and Corpus Christi City Hall. Marina Arts District (Downtown Management District) — The area east of Broadway is lower in elevation and features a walkable pedestrian grid with a mix of land uses, including hotels, office, residential and retail. The boundary of this neighborhood is based on the petition of property owners that created the Downtown Management District in 1993.This area is the historic center of Corpus Christi, but many of the original buildings have been demolished, due to neglect or natural disasters. The last large wave of construction occurred in the 1980's. The most recent large scale private investment is currently under construction, a $27 million residential property with ground floor retail, the Cosmopolitan.The area is interspersed with surface parking lots and vacant, blighted property. In several places, public spaces and sidewalks are in deteriorated condition. 41 Page City of Corpus Christi / Corpus Christi Downtown Management District Another unique feature of this neighborhood is the Corpus Christi Municipal Marina, spanning three man- made T-heads along the Bayfront. The Marina is comprised of over 600 slips, several restaurants and the Corpus Christi Yacht Club, the third oldest yacht club in the Gulf Coast. Bayshore Park Neighborhood —At Kinney Street, the Zone gets divided by a redundancy of roadways and a few vacant parcels. This portion of the Zone includes the YMCA,a Greek Orthodox Church, Episcopal Church, Methodist Church and several parks.Additionally,there is a mix of early 201h century single family homes and multi-family residential developments.The multi-family developments are truly a diverse mix, including high rise and mid-rise, market rate and affordable, ownership and rental, constructed at all different times with various architectural styles. Many of the original homes, especially at the south end of the neighborhood, have been converted to professional office use.This neighborhood would lend itself to the revitalization seen in older neighborhoods across the country, however an absence of neighborhood support services prevents the unification necessary to create this self identity. A potentially defining feature of this neighborhood is the 34 acres of park land for which the City is currently undergoing a Design-Build process to complete a Bond 2008 project that relocated traffic lanes to unite a patchwork of public space. The southeastern corner of the zone includes the Emerald Beach hotel and Marina del Sol condominiums. This neighborhood abuts the Christus Spohn Shoreline hospital complex. Christus Spohn Shoreline is just outside TIRZ#3 Boundaries, but the system is planning a $325 million investment in the community in the coming years. Municipal Ordinances §311.011 (b) (2) The City may modify existing ordinances in order to make the area in and around TIRZ#3 more friendly to the types of residential and recreational activity desired. Some other policies that will be updated include building design, setbacks and streetscape requirements, in order to establish a built environment that supports the downtown character. City Planned Improvements (Non Project Costs) §311.011 (b) (3) The City of Corpus Christi has over$ million in improvement projects currently funded and in some stage of planning or construction, independent from this TIRZ #3 Project Plan. The City will continue to use Bonds packages a major source of public improvement funding. Project Source Timeframe Cost Status as of 09/2020 Shoreline Realignment Bond 2008 Ongoing $13,000,000 Done SEA District Improvements Bond 2012 2015-2016 $500,000 Under Construction Chaparral St. Phase II Bond 2014 2015-2016 $9,000,000 Done Water Street Improvements Bond 2014 2015-2016 $5,000,000 Done Streetscape Improvements Bond 2014 2015-2015 $1,500,000 Done Wayfinding Program HOT Funds 2015 $200,000 On Hold Shoreline Crosswalks Bond 2018 2021 Pending Design Downtown Lighting Bond 2018 2021 Pending Design Total $29,200,000 51 Page City of Corpus Christi / Corpus Christi Downtown Management District Relocation §311.011 (b) (4) No relocation of existing residents is anticipated to be required as part of the Project Plan. Financing Plan Estimated Project Cost Description (§311.011 (c) (1) & Kind, Number and Location of TIRZ Improvements §311.001 (c) (2) TIRZ #3 is anticipated to participate in projects that support the development and economic activity projected in the DADP, especially when cost of development creates a gap due to utility or infrastructure conditions.The initial focus is on residential and mixed-use development. Exceptions may be made to the guidelines below for catalytic projects with Board approval. Such changes will be incorporated at the next Project Plan Amendment. 1. Targeted Vacant Property Improvement Grant Program —This three-year matching grant program will support and encourage private investment in the built environment along Chaparral Street and Mesquite Street for active businesses. Due to its "Main Street" characteristics and its function of connecting the Marina Arts District (Downtown Management District Boundary) and SEA District, Chaparral Street is a first phase priority for successful revitalization of the Zone. During FY 2016-2021, TIRZ#3 will make $200,000 available per year to match approved property improvements funded by the property owners. The Zone will consider from a 50/50, on renovation costs, depending on how the scope of the project meets the priorities of the Zone. A 20% incentive cap had been adopted for FY 16— FY 20 but this will be waived for FY 21. A max of$100,000 is available for a single project in a single fiscal year. Applications will be accepted until the allocation is exhausted for each fiscal year. In FY 2021, the program will be extended to Mesquite Street in the Marina Arts District to facilitate development of targeted vacant buildings. 2. Commercial Finish-Out Grant Program— In order to support the demand for more dining, retail and entertainment venues in the Downtown, the Zone will reimburse approved new tenants and owner- occupied finish-outs at a maximum rate of $10 per square foot. For an owner-occupied business to qualify for the incentive, they must be established for at least 10-years. Evidence of operation must be provided upon application submission. It has become clear that existing inventory is not white box ready. 50% of Mechanical, Electrical or Plumbing Costs (Up to $20,000) will be available to the landlord with a new tenant if that landlord provides a 6-month rent waived lease. First-floor, active street use projects will be a priority consideration. $100,000 will be allocated annually. Qualified finish-out expenses include: floor and wall upgrades, HVAC, kitchen equipment, awnings and other permanent, semi-permanent fixtures. Grant is reimbursable to the Tenant, but written approval must come from Landlord in application. Applications will be accepted until the allocation is exhausted for each fiscal year. This program will also be available for expedited $10,000 micro-grants to be approved by the City Manager, or his designee, and administered by DMD and City Staff. Approved agreements will be reported to TIRZ#3 Board at the next Regular Meeting following award. 61 Page City of Corpus Christi / Corpus Christi Downtown Management District 3. Downtown Living Initiative—The Residential Demand Study conducted fort he DAD stated that over the next 5 years, 1,850 new units could be absorbed in the greater downtown if the threshold made investment attractive. Apartment occupancy was 94.2% in the first Quarter of 2015 (industry considers 96% to be full occupancy). In order to stimulate development, for FY 2016-2021, the Zone will provide a $10,000 per unit reimbursement grant for multi-family developments of over 3 units that meet the required design criteria. Applications will be accepted until the allocation is exhausted for each fiscal year, and allocations may be split between years and committed in advance. 4. Project Specific Development Agreement — In situations where higher development costs create a financing gap, TIRZ #3 can provide assistance to property owners or developers through a Development Agreement for reimbursement of net new tax increment. A pro-forma is required to qualify for up to 75% reimbursement of the new taxes for 10 years if a development is 5,000 sq.ft or creating 25 or more new residential units. If further gap exists, staff will undertake additional third party review to justify any additional reimbursement, based on the"but,for" principle.The qualifying cost elements for this Program include: • Environmental Remediation/Code Compliance • Historic Preservation • Structured Parking • Urban Design/Landscaping • Public Improvements/Utilities Further, Residential Developments over 10 Units may be considered as an individual cost element. For catalytic projects with per unit development cost above $100,000, a 10% threshold will be considered based on available funding, up to $20,000 per unit. S. Site Management&Development—Beginning in FY 2017,TIRZ#3 will develop a program to facilitate activation of vacant properties within the Zone and propose to City Council adoption of a downtown vacant building ordinance. The program will establish minimum requirements for vacant properties and designate registered properties as eligible for incentives or emergency funding. Funding will be allocated to establish and administer the program. In order to activate strategically located properties, TIRZ #3 may place properties under option and work towards developing proposals for development, then assist in acquisition and development of the properties. Additionally, the Zone may purchase properties outright for redevelopment and dispose of properties, if approved by the Board. Under this initiative, funding may also be expended for stabilization or redevelopment of public, cultural and/or historic properties. 6. Parking Study & Development— In key locations where parking is undersupplied or inadequately distributed, the Zone can assist in providing public parking facilities such as on-street spaces or off- street lots and structures. TIRZ #3 will conduct a study in FY 2016 in order to develop a strategic approach for parking in the Downtown and fund implementation steps. Additionally, the Zone may support any efforts City may undertake for appropriate parking management infrastructure such as meters, lot improvements, structured garages and occupancy monitoring systems. 71 Page City of Corpus Christi / Corpus Christi Downtown Management District 7. Traffic Pattern Study & Streetscapes —TIRZ#3 may contribute to studies for traffic movement and improvements in roadway infrastructure (repaving, repair, widening, redesign), traffic management infrastructure (signals, signs), and beautification (landscaping in medians, special lighting, etc.) The Zone will contribute up to $150,000 for a traffic pattern study as the first phase of this initiative. Additionally, pedestrian accommodations and streetscapes will be a priority. Funds may also be expended on implementation of infrastructure improvements, as budgeted and listed below: • Streetscape and Safety Improvement Program—Funding$200,000 for Right of Way,aa4 Fagade, exterior and patio improvements, including sidewalk and patio cafes, to increase lighting and security beginning FY 18, funded annually after. Micro-grants can be administered by DMD and City Staff. • Artesian Park-$150,000 Initial Funding in FY 20, then $50,000 Annual for La Retama &Artesian. • Two Way Conversion Shoreline to Water Street—Up to$400,000(Funded FY 20, Rolled to FY 21) • General Right of Way Maintenance -$50,000 Annually. • Broadway Bluff Maintenance and Repair Assessment-$150,000(Funded FY 20, Rolled to FY 21) 8. Other Programs & Initiatives — TIRZ #3 will develop other programs and initiatives that will be presented to the Board for approval, during the life of the Zone. Each year, the following initiatives are being added: • FY 2017 - Downtown Management District Bike Share Initiative • FY 2017 - Downtown Management District Expanded Scope of Services • FY 2018 — Downtown Management District — Cultural District Plan, TIRZ #3 Incentive Programs, registration process for downtown vacant building program, Streetscape Safety & Right of Way Improvement Program and Off-Street Parking Improvement Program. • FY 2019- Unified brand implementation and expanding organizational and operational capacity. • FY 2020- Implementation of approved projects from TIRZ #3 Traffic & Planning Analysis, specifically Artesian Park Upgrades. • FY 2021- Capital Maintenance for public spaces and right of ways throughout the zone and continued capital maintenance. 9. Management & Professional Services- Zone funds will compensate for the costs of ongoing administration of the Zone, including but not limited to accounting, legal services, consulting services, document production and maintenance, and other administrative costs. These costs were originally estimated at$50,000 per year for the 20-year life of the Zone, but to date the only dollars expended have been for state reporting requirements. Staff plans to strategically engage outside resources to evaluate revenue projections and continue to develop innovative, effective programs. Economic Feasibility Study §311.011 (c) (3) The 2008 Market and Economic Feasibility Study for TIRZ #3 was completed by CDS Market Research I Spillette. In 2014 and 2015, Goody Clancy completed additional studies that reflect the more recent 81 Page City of Corpus Christi / Corpus Christi Downtown Management District environment, and emphasize the importance of residential development in any revitalization. Those studies include: • Residential Market Potential (Zimmerman/Volk)—final • Retail Market Analysis&Strategy (Mike Berne)—draft • Hotel, Office, Retail (W-ZHA, Sarah Woodworth)—draft • Incentives& Development Economics (W-ZHA, Sarah Woodworth)—draft Estimate of Bonded Indebtedness §311.011 (c) (4) It was not anticipated that TIRZ would issue bonded debt, but would be funded on a pay-as-you-go basis. If the annual revenue and available non-bonded debt financing are insufficient to address the needs of TIRZ #3, we may issue bonded debt commensurate with the specific project costs under consideration and anticipated annual Zone revenues to support debt service payments. Timing of Incurring Costs or Monetary Obligation §311.011(c) (5) Costs will be incurred over the life of the Zone based on its Board of Directors' identification of priority activities and projects, opportunities for implementation, and available revenues to sustain a pay-as-you- go project expenditure approach. The following table summarizes proposed planned expenditures for TIRZ#3 until FY 2019. Another set of programs will be proposed in FY 2018, based on an assessment of needs at that time. Schedule of Project Expenditures FY FY 14-15 FY 15-16 FY 16-17 FY 17-18 FY 18-19 Year 2015 2016 2017 2018 2019 Beg. Bal $1,563,751 $2,333,342 $1,730,387 $1,540,935 $1,631,307 + New Increment' 794,591 997,045 1,160,548 1,440,372 1,615,149 1 Chaparral Street Grant Programz 200,000 200,000 200,000 2 New Tenant Commercial Fin' 100,000 Grant Programz See Exhibit C for FY 2017 3 Downtown Living Initiative 00,000 4 Project Specific Developmen TBD TBD Agreement3 Update of Project Budget 5 Site Assembly& Developme 6 Parking Study& Developme 7 Traffic Pattern Analysis& 150,000 Streetscapes 8 Other Programs& Initiative 9 Management& Professional Services 25,000 50,000 50,000 50,000 50,000 Expenditure Totals 25,000 1 1,600,000 1 1,350,000 1 1,350,000 50,000 TIRZ Ending Balance 2,333,342 1 1,730,387 1 1,540,935 1 1,631,307 1 3,196,456 Notes: 1 Increment Projection developed by CCREDC,will be monitored closely to ensure program allocations 2 Program allocations will be authorized each Fiscal Year. 3 Incentive available will be based on the amount of investment and increment generated by private sector. 91 Page City of Corpus Christi / Corpus Christi Downtown Management District Method of Financing and Sources of Revenue §311.011(c) (6) Methods of Financing. TIRZ#3 will initially take a primarily pay-as-you-go approach to financing projects that could utilize the following methods: • Cash funds generated from existing property value increment, • Developer cash reimbursement agreements where the revenues from the Zone's property tax increment compensate a developer for fronting eligible expenditures in a specific taxable project. • If future Zone revenues to support debt service payments are anticipated, the Zone may also issue bonded debt, the term of which will not extend past the expected life of the Zone. Sources of Revenue. The primary source of revenue for TIRZ #3 will be funds from the contributed property tax collections of the City of Corpus Christi, Nueces County, and Del Mar College on the taxable property value increment within TIRZ#3. The City,County,and Del Mar College have agreed to participate in funding TIRZ#3 with 100% of the incremental property taxes collected over the life of the Zone.. The assessed value base year for the City of Corpus Christi is 2009; the base year or Nueces County and Del Mar College is 2010. The 2018 adjusted projection of incremental property tax revenue contributed to the Zone is as follows: Sources of Revenue Year Increment Value Tax Revenue City County Del Mar City County Del Mar TOTAL FY 10 $8,655,793 $50,400 $ - $ - $ 50,400 FY 11 21,931,954 4,698,427 4,674,139 127,703 16,488 12,059 156,251 FY 12 22,782,697 15,449,665 15,290,811 129,988 54,227 39,451 223,666 FY 13 43,910,295 38,988,148 38,041,488 250,533 136,845 98,148 485,526 FY 14 57,920,528 1 52,767,539 1 51,604,697 1 338,988 1 179,932 1 129,355 1 648,275 FY 15 71,728,002 1 794,591 FY 16 90,003,549 See Below for FY 2019 Update 997,045 FY 17 104,763,037 1,160,548 FY 18 130,02ZB72 of Sources of Revenue 1,440,372 FY 19 1 145,800101 1,615,149 FY 20 173,112,004 1,917,707 FY 21 189,976,968 173,075,373 169,261,300 1,111,867 572,776 419,892 2,104,534 FY 22 207,413,655 188,960,778 184,796,638 1,213,917 625,347 458,431 2,297,695 FY 23 225,441,446 205,384,699 200,858,623 1,319,428 679,700 498,276 2,497,404 FY 24 244,080,379 222,365,390 217,465,110 1,428,515 735,896 539,472 2,703,883 FY 25 263,351,172 239,921,727 234,634,557 1,541,300 793,997 582,065 2,917,362 FY 26 283,275,244 258,073,223 252,386,047 1,657,908 854,068 626,102 3,138,077 FY 27 303,874,743 276,840,056 270,739,314 1,778,469 916,174 671,631 3,366,275 FY 28 325,172,564 296,243,083 289,714,756 1,903,118 980,387 718,704 3,602,209 FY 29 347,192,382 316,303,874 309,333,466 2,031,992 1,046,776 767,373 3,846,141 $35,963,109 101 1 a g e City of Corpus Christi / Corpus Christi Downtown Management District These estimates will continue to be monitored and adjusted annually. Sources of Revenue Year Increment Value Tax Revenue Fiscal Year City County Del Mar Total City County Del Mar TOTAL FY 10 8,938,611 - - 8,938,611 50,400 - - 50,400 FY 11 21,931,959 4,698,427 4,674,139 31,304,526 127,703 16,488 12,059 156,251 FY 12 22,782,697 15,449,269 15,290,811 53,522,776 129,988 54,227 39,451 223,666 FY 13 43,910,295 38,987,148 38,041,488 120,938,931 250,533 136,845 98,148 485,526 FY 14 56,814,718 51,751,996 50,602,120 159,168,834 332,516 176,474 126,842 635,832 FY 15 61,641,842 57,170,457 55,257,674 174,069,974 359,150 189,203 137,079 685,432 FY 16 73,819,407 81,480,890 80,084,765 235,385,063 447,540 254,977 198,669 901,186 FY 17 82,672,144 96,768,777 95,440,711 274,881,633 501,211 294,266 234,936 1,030,413 FY 18 90,723,843 94,622,680 98,178,819 283,525,342 550,026 287,740 241,676 1,079,442 FY 19 96,280,721 110,962,179 117,040,051 324,282,951 583,715 337,427 288,105 1,209,247 FY 20 105,165,951 111,267,007 123,927,631 340,360,589 637,583 338,354 305,059 1,280,996 FY 21 112,055,614 127,652,230 144,304,130 384,011,974 679,353 388,180 355,218 1,422,751 FY 22 121,974,293 130,414,841 155,674,539 408,063,674 739,486 396,581 383,207 1,519,274 FY 23 130,351,758 147,214,456 178,552,529 456,118,743 790,276 447,667 439,523 1,677,466 FY 24 141,527,057 152,497,010 194,956,096 488,980,162 858,028 463,731 479,902 1,801,661 FY 25 151,580,816 170,089,008 221,442,870 543,112,694 918,980 517,227 545,102 1,981,309 FY 26 164,264,179 178,010,361 243,673,527 585,948,067 995,875 541,315 599,824 2,137,014 FY 27 176,220,443 196,790,562 275,051,046 648,062,051 1,068,361 598,424 677,063 2,343,848 FY 28 190,697,246 207,528,945 304,184,757 702,410,948 1,156,129 631,079 748,778 2,535,986 FY 29 204,825,030 227,919,904 341,971,692 774,716,626 1,241,780 , 693,086 841,794 2,776,661 Bold=Actuals $12,418,634 $ 6,763,292 $ 6,752,435 $25,934,361 Current Appraised Value & Estimated Captured Appraised Value §311.011(c)(7), (8) According to the Nueces County Appraisal District,the 2009 certified taxable appraised value for the Zone is$310,019,372. The table above projects taxable value increment captured bythe Zone overthe remainder of its duration, if all taxing entities continue participation. Due to differences in policies regarding exemptions and tax abatements, the captured increment differs among the three jurisdictions. Captured value projections assume a 2.5% annual value appreciation rate for existing development, based on actual property value growth and do not take into account future investments. Duration of the Zone TIRZ#3 will exist until 2028, however, the Board, City and other taxing entities may agree to extend the Zone. 11age City of Corpus Christi / Corpus Christi Downtown Management District List of Exhibits Exhibit A TIRZ#3 Boundaries and Land Uses Exhibit B Legal Description Exhibit C FY 2017 Project Plan Budget FY 2018 Project Plan Budget FY 2019 Project Plan Budget FY 2021 Project Plan Budget 121 Page City of Corpus Christi / Corpus Christi Downtown Management District Exhibit A— Boundaries & Land Use r Tax Increment Finance District#3 r a 1-7 a - II, iwm • TIRZ Boundary • SEA District • P� • , Uptown • Marina Arts District(DMD) N • Bav,__..�.s..hore Park OR— j law t (.Tint Legend ZZ C'ruT uti L�ZZ I ChfiF[i Ee4iq LaM Uo r moo. 6. F' c.wn A L� P Pared By.MBB .. Printing O.re Th_Y Y',0,20bB fe.2007914 A7AM PrP�ecl Source CrfyGCdpua Chns&-Lb"rolaP"M S.nnroa + 13 gage City of Corpus Christi / Corpus Christi Downtown Management District Exhibit B - Legal Description of the Zone BEGINNING AT A POINT on the center line of the Corpus Christi Ship Channel and commonly known as the Corpus Christi—Port Aransas Waterway at its intersection with the northerly extension of the West right-of-way line of Sam Rankin Street; Thence Easterly along the centerline of the Corpus Christi—Port Aransas Waterway to its intersection with the northerly extension of a line parallel with the breakwater 50'feet on the east side for a point in the Corpus Christi Bay and the Northeast corner; Thence Southerly along said line,being 50 feet on the East side and parallel with the breakwater,following the meanders of the breakwater in the Corpus Christi Bay to its intersection with an "A-2"zoning line approximately 1,000 feet from the shoreline and parallel with the East right-of-way line of Shoreline Boulevard for a point in the Corpus Christi Bay; Thence Southwesterly along said"A-2"zoning line extending parallel and approximately 1,040 feet from the East right-of-way line of South Shoreline Boulevard to its intersection with a second "A-2"zoning line extending parallel and approximately 1,000 feet from an existing 18 foot seawall easement,inside the Marina Del Sol Boat Harbor,for a point in the Corpus Christi Bay; Thence Southeasterly along said line 200 feet more or less past its intersection with the easterly extension of the south most boundary of Lot 3,Block 1 of Marina Del Sol Subdivision for a point in the Corpus Christi Bay and the Southeast corner; Thence Southwest along a line 200 feet more or less to the South and parallel with the extension of the south boundary of Lot 3,Block 1 of Marina Del Sol Subdivision to the Corpus Christi Bay Shoreline; Thence Northwest along the Corpus Christi Bay Shoreline to its intersection with the extension of the South most boundary of Lot 3,Block 1 of Marina Del Sol Subdivision; Thence Southwest along the South boundary of Lot 3,Block 1 of Marina Del Sol Subdivision,540 feet more or less to the centerline of Ocean Drive for a point; Thence Northwest along the centerline of Ocean Drive to its intersection with the centerline of Morgan Avenue; Thence Southwest along the centerline of Morgan Avenue,to a point in the center line of Santa Fe Street for the Southwest corner; Thence Northwest along the centerline of Santa Fe Street to its intersection with the centerline of Hancock Street; Thence Southeast along the centerline of Hancock Street to its intersection with the centerline of South Tancahua Street:; Thence Northerly along the centerline of South Tancahua Street,passing Furman,Coleman,Park,Agnes,and Laredo Street,to a point in the centerline where South Tancahua becomes North Tancahua,and continuing along North Tancahua,passing Kinney, Blucher,Comanche,Lipan,Leopard,Antelope and Buffalo Street and continuing past IH 37 to its intersection with the centerline of the existing northwest frontage road of I.H.37,for a point; Thence Northeast along the centerline of said existing northwest frontage road of I.H.37 to its intersection with the South right-of-way line of West Broadway Street for a point; Thence along the South right-of-way line of West Broadway Street to its intersection with the westerly extension of the South right-of-way line of Concrete Street for a point; Thence Northeasterly along the South right-of-way line of Concrete Street extended,to its intersection with the north right-of- way line of West Broadway Street,for a point; Thence Northwesterly along the North right-of-way line of West Broadway Street to the Southeast property line of the City of Corpus Christi's Broadway Wastewater Treatment Plant; Thence Northeasterly along the City of Corpus Christi's Broadway Wastewater Treatment Plant Southeast property line to its intersection with the common South boundary line of Lots 1, Block 58 of the Beach Addition; Thence West along the South boundary line of Lot 1, Block 58 out of the Beach Addition,to its Southwest corner for a point; 141 Page City of Corpus Christi / Corpus Christi Downtown Management District Thence Northwest along the common,West boundary line of Lots 1 thru 6,Block 58,of the Beach Addition,to its intersection with the South right-of-way line of Resaca Street; Thence Northeast along the South right-of-way line of Resaca Street to its intersection with the centerline of Tancahua Street, for a point; Thence Northwest along the centerline of Tancahua Street to its intersection with the centerline of Port Avenue,for a point; Thence Southwest along the centerline of Port Avenue,to its intersection with the West right-of-way line of Sam Rankin Street for an outside corner; Thence Northerly along the West right-of-way line of Sam Rankin Street and its extension to its intersection with the centerline of the Corpus Christi—Port Aransas Waterway center line in the Corpus Christi Ship Channel to the POINT OF BEGINNING. Excluded properties to meet state statute prohibiting Tax Increment Financing Districts from containing 10%or more of the area used for residential purposes: Beach Addition Block 55 Lots 10 thru 12 151 Page City of Corpus Christi / Corpus Christi Downtown Management District Exhibit C Tax Increment ReinvestmentZone#3 Proposed Budget FY 2017 Year FY 2015 FY 2016 FY 2017 FY 2018 Budget Actual Budget Estimated Proposed future Beg.Bal $ 1,563,751 $ 1,563,751 5 2,7=7.333 $ 2,25'.5.`° $ 2,930,612 $ 2,253,464 $MJ,508,279 +Increment Reverue $ 734,082 $ 691,162 $ °=-1.117 5 85:"..�u. :.127AM $ 1,409,815 $ J,762,26.9 1 Chaparral St.Grant Program 2New YerantCommerve ish°utG`antPr° See Below for FY 2018 Update 3 Downtown Living Initiatilative - 4 Project Specific Development Agreement - 6Parkissetudy&Development of Project Budget 6 Parking5[udy&Development - 7 Traffic Pattern Analysis&Streetscapes 1,000,000 8 Other Programs&Initiatives 420,000 9 Management P.-ofess=°nal Ler✓Ices _.. _ 50,000 2 ,TOTAL EXPENDITURES $ - $ 1,344 $ 1,600,000 $ 188,800 $ 1,805,000 5 2,155,000 $ 1,470,000 End Eal $ 2,297,833 S 2,2S3.Sb9 S Y.e9L950 S 2,931612 $ 2,253,464 1,508,279 $ 1,800.548 Notes: 1 Ending FY 20161nc—onl it not final, 2 Other Programs F. niC,atives are DMD Requests for funding in FY 17.Project Plan vii i reed to be updated to reflectchanges. Proposed Budget FY 2018: Year FY 2016 FY 2016 FY 2017 FY 2018 Budget Actual Budget Estimated Proposed Beg.Bal $ 2,297,833 $ 2,253,569 $ 2,953,576 $ 2,992,483 $ 3,388,432 +Increment Revenue $ 994,117 $ 914,191 $ 1,127,852 $ 1,070,317 $ 1,291,273 1 Chaparral St.Grant Program 00 2 New Tenant Commercial Finish Out 00 3 Downtown Living Initiative See Below for FY 2019 Update 00 4 Project Specific Development Agreerr 5 Site Management&Development 00 6 Pa rki ng Study&Development of Project Budget 00 7 Traffic Pattern Analysis&Streetscap 00 8 Other Programs&Initiatives 00 9 Management&Professional Services $ 50,000 $ 4,801 $ 50,000 $ 9,368 $ 50,000 TOTAL EXPENDITURES $ 1,600,000 $ 175,277 $ 1,805,000 1$ 674,368 $ 2,220,000 End Bal $ 1,691,950 $ 2,992,483 1 $ 2,276,428 $ 3,388,432 1$ 2,459,705 161 1 a g e City of Corpus Christi / Corpus Christi Downtown Management District Proposed Budget FY 2019: 11 FY 2019 111audget Estimated Proposed Beg.Bal $ 2,253,569 $ 2,992,483 $ 3,348,528 $ 3,626,061 $ 3,527,056 +IncrementRevenue $ 914,191 $ 1,030,413 $ 1,324,973 ^ 1,154,516 $ 1,409,019 1 Chaparral St-Grant Program $ 71,942 $ 100,400 $ 244,000 $ 200,000 $ 200,000 2 New Ten antCom mercialFinishOut GrantProgram $ - $ 15,000 $ 100,000 $ 68,220 $ 100,000 3 Downtown Living Initiative $ - $ - $ 725,000 $ 92,500 4 Project Specific Development Agreement $ - $ - $ - $ - 5 Site Management&Development $ - $ - $ 1441044 $ 40,000 $ 100,000 6 Parking Study&Development $ 98,534 $ 50,000 $ 154,404 $ 100,000 $ 200,000 7 Traffic Pattern Analysis&Streetscapes $ - $ 150,000 $ 500,000 $ 200,000 $ .350,000 76 Streetscape Safety&Right of Way Improvement Program $ 100,000 $ 200,000 8 Dther Programs&Initiatives $ - $ 350,CO0 $ 395,400 $ 410,000 $ 450,000 91 Management&Professional Services $ 4;801 $ 9.368 $ 54,044 $ 35,301 .$ 59,102 TOTAL EXPENDITURES $ 175,277 1674,3681 $ 2,224,444 ^ 1,153,521 $ 3,333,602 End Bal $ 2,932,453 $ %348,52,9 1 $ 2,449,501 1 $ 3,627,056 $ 3,204,472 See Below for FY 2021 Update of Project Budget Original Amended Actuals BudgetAccount Description 2018- 2019 . . , $ $ $ 21 TIRZ#3 Project Plan $ 18 964.00 - 68 145.00 - $ - Chaparral St Grant Program $ 101 469.00 200 000.00 400 000.00 279 585.00 $ 200 000.00 New Tenant Commercial Finish $ $ $ Out $ 61 700.00 100 000.00 106 490.00 14 378.00 $ 100 000.00 Downtown Living Initiative $ - - 1,665,000.00 1665000.00 $ - Development Tax $ $ $ Reimbursement $ - 15 000.00 $ 370 000.00 Site Management and $ $ $ Development $ 152 151.00 - - - $ - Downtown Vacant Bldg. Code $ $ $ Enforcement $ 1,989.50 50 000.00 50 000.00 588400 $ 25 000.00 Parking Meter Replacement $ - 100 000.00 100 000.00 - $ 100 000.00 Off-street Parking Improvement $ 100 000.00 100 000.00 - $ - Traffic Pattern Analysis $ - 400 000.00 550 000.00 550 000.00 $ 350 000.00 Streetscape &Safety $ $ $ Improvements $ 18 246.00 200 000.00 345 735.00 348 259.00 $ 200 000.00 17Page City of Corpus Christi / Corpus Christi Downtown Management District $ $ $ DMD Agreement $ 376 317.00 510 000.00 532 016.00 532 016.00 $ 510 000.00 Management&Professional $ $ $ Services $ 111.00 4,000.00 4 000.00 - $ 4,000.00 Transfer to General Fund $ 55 102.00 127 082.00 127 082.00 127 081.51 $ 126 924.00 TOTAL EXPENDITURES $ 786 049.50 1,791,082.00 4063468.00 3,522,203.51 $ 1,985,924.00 181 Page so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of August 23, 2022 1852 Second Reading for the City Council Meeting of August 30, 2022 DATE: August 23, 2022 TO: Peter Zanoni, City Manager FROM: Steve Viera, Interim Director of Public Health SteveVCa)-cctexas.com 361-826-3445 Acceptance of the Infectious Disease Prevention and Control Unit-COVID (IDCU- COVID) Grant in the amount of $951,649.00 and appropriation of the funds for the contract period September 1, 2022, through August 31, 2024 CAPTION: Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the Infectious Disease Prevention and Control Unit-COVID (IDCU-COVID) Grant from the Texas Department of State Health Services appropriating $951,649.00 into the Health Grants Fund for COVID-19 response activities for the period September 1, 2022, through August 31, 2024; amending the operating budget; and authorizing 19 grant positions. SUMMARY: The grant will be used for personnel costs, supplies, and other expenses to offer services and associated activities to assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). BACKGROUND AND FINDINGS: The Texas Department of State Health Services ("DSHS") has awarded a grant contract in the amount of $951,649.00 to provide for personnel costs, supplies, and other expenses to ensure proper COVID-19 response is sustained and to build sustainable relationships with those communities within the jurisdiction of the CCNCPHD. ALTERNATIVES: Refuse the grant and discontinue offering services to assist communities disproportionately affected by COVID-19. FISCAL IMPACT: (Narrative no graphs) There is no fiscal impact. The grant requires no match. All positions are 100% grant funded. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 831861 F Mission Element: 103 COVID19 Response Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS000812700042 Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the Infectious Disease Prevention and Control Unit-COVID (IDCU-COVID) Grant Program from the Texas Department of State Health Services for the period September 1, 2022, through August 31, 2024; appropriating $951,649.00 into the Health Grants Fund to provide COVID-19 epidemiologic and surveillance response activities and COVID-19 laboratory response network activities; and authorizing 19 grant positions. 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 Contract No. HHS000812700042 (the "Contract") under the COVID-19 Grant Program with the Department of State Health Services ("DSHS) in the amount of $951,649.00 for the period September 1, 2022, through August 31, 2024, to provide funding in support of COVID-19 epidemiologic and surveillance response (Epi) activities and COVID-19 laboratory response network (LRN) activities. SECTION 2. Funds in the amount of$951,649.00 are appropriated from the grant to the Health Grants Fund No. 1066 to provide $855,347.00 for COVID-19 epidemiologic and surveillance response (Epi) activities and $96,302.00 for COVID-19 laboratory response network (LRN) activities. SECTION 3. The FY2021-22 Operating Budget adopted by Ordinance No. 032539 is amended to increase revenues and expenditures by $951,649.00. 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 2022, by the following vote: Paulette 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 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 the day of , 2022. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS000812700042 UNDER THE COVID-19 GRANT PROGRAM The parties to this agreement("Grant Agreement" or"Contract") are the DEPARTMENT OF STATE HEALTH SERVICES("SYSTEM AGENCY"OR"DSHS"), a pass-through entity, and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) ("GRANTEE") having its principal office at 1702 Horne Road, Corpus Christi, Texas (each a"Party" and collectively the "Parties"). 1. PURPOSE The purpose of this Grant Agreement is to provide COVID-19 response activities. II. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Texas Government Code Chapter 791, and Chapters 12 and 121 of the Texas Health and Safety Code. III. DURATION This Grant Agreement is effective on September 1, 2022 and terminates on July 31, 2024, unless renewed, extended, or terminated pursuant to the terms and conditions of the Grant Agreement. System Agency, at its sole discretion, may extend this Grant Agreement for any period(s) of time,provided the Contract term, including all extensions or renewals, does not exceed five years. Notwithstanding the limitation in the preceding sentence, System Agency, at its sole discretion, also may extend the Contract beyond five years as necessary to ensure continuity of service, for purposes of transition, or as otherwise determined by System Agency to serve the best interest of the State. IV. STATEMENT OF WORK The Scope of this Grant Project to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as ATTACHMENT A. V. BUDGET The amount of this Grant Agreement for COVID-19 epidemiologic and surveillance response (Epi) activities will be $855,347.00 and the amount for COVID-19 laboratory response network (LRN) activities will be $96,302.00. The total amount of this Grant Page 1 of 19 System Agency Contract No.HHS000812700042 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Agreement will not exceed $951,649.00. Grantee is not required to provide matching funds. The total not-to-exceed amount includes the following: Total Federal Funds: $951,649.00 Total State Funds: $0.00 All expenditures under the Grant Agreement will be in accordance with ATTACHMENT B, BUDGET. VI. REPORTING REQUIREMENTS This Grant Agreement contains reporting requirements as stated in ATTACHMENT A, STATEMENT OF WORK. VII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Contract on behalf of their respective Parry. System Agency Department of State Health Services P.O. Box 149347 —Mail Code 1990 Austin, Texas 78714-9347 Attention: Caeli Paradise Grantee Corpus Christi-Nueces County Public Health District 1702 Horne Road Corpus Christi, Texas 78416-1902 Attention: Steven Viera VIII. NOTICE REQUIREMENTS A. All notices given by Grantee shall be in writing, include the Grant Agreement contract number, comply with all terms and conditions of the Grant Agreement, and be delivered to the System Agency's Contract Representative identified above. B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the System Agency's Contract Representative: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe, Mail Code 1100 Austin, Texas 78751 System Agency Contract No.HHS000812700015 Page 2 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 With copy to Department of State Health Services Attn: General Counsel P.O. Box 149347,MC 1919 Austin, Texas 78714-9347 C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail,postage paid, certified, return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier, overnight, signature required. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Parry may change its Contract Representative or Legal Notice contact by providing written notice to the other Party. IX. FEDERAL AWARD INFORMATION GRANTEE'S DATA UNIVERSAL NUMBERING SYSTEM(DUNS)NUMBER: 078495025 Federal funding under this Grant Agreement is a subaward under the following federal award. Federal Award Identification Number (FAIN): NU50CK000501 A. Epidemiology and Laboratory Capacity for Infectious Diseases (ELC) — 93.323- $951,649.00 B. Federal Award Date: April 23, 2020 C. Federal Award Period: 8/1/2019 — 7/31/2024 D. Name of Federal Awarding Agency: Centers for Disease Control and Prevention E. Federal Award Project Description: Epidemiology and Laboratory Capacity for Prevention and Control of Emerging Infectious Diseases F. Awarding Official Contact Information: Brownie Anderson-Rana, Grants Management Officer 2939 Flowers Road—Mailstop TV2 Atlanta, GA 30341-5509 Phone: 770-488-2771 G. Total Amount of Federal Funds Awarded to System Agency: $2,068,114,803.00 H. Amount of Funds Awarded to Grantee: $951,649.00 I. Identification of Whether the Award is for Research and Development: No System Agency Contract No.HHS000812700042 Page 3 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 X. ATTACHMENT C,UNIFORM TERMS AND CONDITIONS VERSION 3.0)("UTCs"), of this Grant Agreement is revised as follows. Unless expressly modified, amended, or replaced in this Section, the UTCs shall remain in full force and effect. • Section 8.5 Confidentiality, of the UTCs, is hereby amended to add the following: System Agency acknowledges that Grantee is a Governmental Entity and is subject to the Texas Public Information Act, and that Grantee will comply with System Agency's request for confidentiality to the extent permitted by law. • Section 10.1 General Indemnity, of the UTCs, is hereby amended to add the following: System Agency acknowledges that Grantee has been organized pursuant to the Constitution and laws of the State of Texas,possesses certain rights and privileges, is subject to certain limitations and restrictions, and only has such authority as is granted to it under the Constitution and laws of the State of Texas. No provision of this Contract extends Grantee's liability beyond the liability or authority provided in the Constitution and the laws of the State of Texas. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to Grantee as a governmental entity, Grantee shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. System Agency shall be solely responsible for its own acts and omissions. XI. CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. Unless expressly stated otherwise in this Grant Agreement, in the event of conflict, ambiguity or inconsistency between or among any documents, all System Agency documents take precedence over Grantee's documents and the Data Use Agreement takes precedence over all other contract documents. ATTACHMENT Ell-STATEMENT OF WORK ATTACHMENT B-BUDGET ATTACHMENT C-UNIFORM TERMS AND CONDITIONS-GRANT ATTACHMENT D-ADDITIONAL PROVISIONS ATTACHMENT E-FEDERAL ASSURANCES NON-CONSTRUCTION ATTACHMENT F-CERTIFICATION REGARDING LOBBYING ATTACHMENT G-FFATA System Agency Contract No.HHS000812700042 Page 4 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ATTACHMENT H-HHS DATA USE AGREEMENT ATTACHMENT I -SECURITY AND PRIVACY INQUIRY(SPI) XII. SIGNATURE 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. Any services or work performed by Grantee before this Grant Agreement is effective or after it ceases to be effective are performed at the sole risk of Grantee. SIGNATURE PAGE FOLLOWS System Agency Contract No.HHS000812700042 Page 5 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No. HHS000812700042 SYSTEM AGENCY GRANTEE DocuSigned by: DocuSigned by: 11V87AFD32AD9D24A9 SfWt,A, �/i DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ATTACHMENT A STATEMENT OF WORK L GRANTEE RESPONSIBILITIES Grantee will: A. Enhance public health follow-up activities, including: 1. Conducting case investigations; 2. Eliciting or identifying individuals who may have been exposed to COVID-19; 3. Notifying individuals of COVID-19 exposure; and 4. Providing referrals to COVID-19 testing, vaccine resources and other follow- up services. Data must be entered into the DSHS data system in accordance with DSHS published guidance. Grantee may not incur COVID-19 contact tracing Call Center expenditures beyond 8/31/2021. B. Improve morbidity and mortality surveillance, including: 1. Establish or enhance community-based surveillance - Surveillance of populations and individuals includes but is not limited to those without severe illness, those with travel to high-risk locations, or those who are contacts to known cases. 2. Monitor and report daily COVID-19 probable and confirmed COVID cases (including deaths)to DSHS. 3. Track and send Emergency Department and outpatient visits for coronavirus (COVID)-like illness, as well as other illnesses, to Texas Syndromic Surveillance System (TxS2). 4. Send copies of all admission, discharge, and transfer (ADT) messages to the Centers for Disease Control and Prevention (CDC) National Syndromic Surveillance Program (NSSP). 5. Monitor and utilize available data in the CDC's National Healthcare Safety Network(NHSN)for confirmed 2019 novel coronavirus(COVID-19)infection or for COVID-like illness. a. Long-term care: hllps://www.cdc.gov/nhsn/ltc/covidl9/index.html b. Acute care: hltps://www.cdc.gov/nhsn/acute-care- hospital/covidl9/index.html 6. Work with long-term care facilities to enroll the facility in the NHSN Long- Term Care Facility (LTCF) COVID-19 Module. 7. Provide requested information on COVID-19 associated deaths to DSHS within three business days. System Agency Contract No.HHS000812700042 Page 7 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 C. Enhance laboratory testing and reporting capacity: 1. Establish or expand capacity to test all symptomatic individuals, and secondarily expand capacity to achieve community-based surveillance. This capacity would entail increasing testing capabilities above the current number of specimens that can be tested at the jurisdiction's public health laboratory or by establishing new testing capabilities at the jurisdiction's laboratory. 2. Screen for past infection (e.g., serology) for health care workers, employees of high-risk facilities, critical infrastructure workforce, and childcare providers. 3. Obtain all jurisdictional laboratory test data electronically, including from new, non-traditional testing settings, and using alternative file formats (e.g., .csv or .xls)to help automate.In addition to other reportable results,this should include all COVID-19-related testing data, including all tests to detect severe acute respiratory syndrome coronavirus 2 (SAR-CoV-2) and serology testing. 4. Report all COVID-19-related line level testing data (negatives, positives, indeterminates, serology) daily to DSHS. Data must meet new federal Coronavirus Aid, Relief, and Economic Security (CARES) Act laboratory guidance. All public health data must be reported electronically to DSHS in compliance with the Texas Administrative Code and within appropriate reporting timeframes. D. Prevent and control COVID-19 in healthcare settings and protect other vulnerable or high-risk populations: 1. Assess and monitor COVID-19 infections in healthcare workers across the healthcare spectrum. 2. Perform infection control assessments using preparedness tools approved by DSHS to ensure interventions are in place to protect high-risk populations. 3. Monitor and help implement mitigation strategies for COVID-19 in all high- risk healthcare facilities (e.g., hospitals, dialysis clinics, cancer clinics, nursing homes, and other long-term care facilities). 4. Monitor and help implement mitigation strategies for other high-risk employment settings (e.g., meat processing facilities) and congregate living settings (e.g.,prisons, youth homes, shelters). a. This includes coordinating with the Texas Department of Criminal Justice when individuals are released from serving their prison term and will be returning to the jurisdiction. These individuals may have been exposed to COVID-19 while in prison and/or may be COVID-19-positive and require additional public health follow-up. E. Monitor and mitigate COVID-19 introductions from connected jurisdictions (i.e., neighboring cities and states, including air travel). F. Work with healthcare system to manage and monitor system capacity. System Agency Contract No.HHS000812700042 Page 8 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 1. Assess and monitor the number and availability of critical care staff, necessary PPE and potentially life-saving medical equipment, as well as access to testing services. 2. Leverage NHSN data to monitor healthcare worker staffing, Patient Impact, Hospital Capacity, and healthcare supplies (PPE, PAPRs, ventilators, etc.). Grantee will request access to the NHSN database within 30 days of the execution of this Contract or within 30 days of hire for the position completing the data entry.Upon access approval, Grantee will review available NHSN data (at least monthly)to assess gaps in the healthcare system. G. Improve understanding of jurisdictional communities with respect to COVID-19 risk. Grantee must build an understanding of population density and high-risk population density (i.e., population of >65 yrs., proportion of population with underlying conditions,households with limited English fluency,healthcare-seeking behavior,populations without insurance and those below poverty level). H. Submit a quarterly report on the report template to be provided by DSHS. Quarterly reports are due on or before the 15th of the month following the end of the quarter being reported on. Each report must contain a summary of activities that occurred during the preceding quarter for each activity listed above in Section 1, A through G. Submit quarterly reports by electronic mail to COVID.Contractsgdshs.texas.gov. The email "Subject Line" and the name of the attached file for all reports should be clearly identified with the Grantee's Name, Contract Number, IDCU/COVID and the quarter the report covers. I. May use funds to pay pre-award costs which date back to January 20, 2020, that are directly related to the COVID-19 outbreak response. All pre-award costs must be approved in writing by DSHS. J. Not use funds for research, clinical care, fundraising activities, construction or major renovations, to supplant existing state or federal funds for activities, or funding an award to another party or provider who is ineligible. Other than normal and recognized executive-legislative relationships, no funds may be used for: 1. Publicity or propaganda purposes, for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body; 2. The salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative act or Executive order proposed or pending before any legislative body. K. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: System Agency Contract No.HHS000812700042 Page 9 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 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. L. Grantee shall maintain an inventory of Equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on the DSHS Contractor's Property Inventory Report located at haps://www.dshs.texas.gov/hivstd/contractor/crosfonns.shtm to CMSInvoicesgdshs.texas.gov and COVID.Contractsgdshs.texas.gov not later than October 15 of each year. If Grantee did not purchase Equipment or other property, this report is still required to be submitted. M. DSHS funds must not be used to purchase buildings or real property without prior written approval from DSHS. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. N. At the expiration or termination of this Contract for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to DSHS. Title may be transferred to any other party designated by DSHS. DSHS may, at its option and to the extent allowed by law,transfer the reversionary interest to such property to Grantee. IL PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in Attachments A and A-1 and compliance with the Contract's terms and conditions. IILINVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher (Form B-13) located at https://www.dshs.texas.gov/hivstd/contractor/crosforms.shtm. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to all addresses/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoicesgdshs.state.tx.us and EMAIL: CMSInvoices2dshs.texas.gov and EMAIL: COVID.Contractsgdshs.texas.gov System Agency Contract No.HHS000812700042 Page 10 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 B. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. C. Grantee will submit requests for reimbursement (Form B-13) and financial expenditure template 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 DSHS upon request. In the event a cost reimbursed under the Contract is later determined to be unallowable, then the Grantee will reimburse DSHS for that cost. D. Grantee will submit quarterly Financial Status Reports(FSRs)to DSHS by the last business day of the month following the end of each quarter of the Contract for DSHS review and financial assessment. E. Grantee will submit request for reimbursement(B-13) as a final close-out invoice not later than forty-five (45) calendar days following the end of the term of the Contract. Reimbursement requests received in the DSHS office more than forty- five(45) calendar days following the termination of the Contract may not be paid. F. Grantee will submit a final FSR as a final close-out FSR not later than forty-five (45) calendar days following the end of the term of the Contract. System Agency Contract No.HHS000812700042 Page 11 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ATTACHMENT A-1 SUPPLEMENTAL STATEMENT OF WORK IV.GRANTEE RESPONSIBILITIES Grantee will perform activities as submitted in their DSHS approved budgets for this specific funding Contract period. All activities must be listed below to be approved for this funding and any additional activities not listed in the approved budget must be submitted for DSHS consideration and approval. The activities for this Contract funding period are as follows: A. Enhance Laboratory, Surveillance,Informatics and other Workforce Capacity,including: 1. Train and hire staff to improve laboratory workforce ability to address issues around laboratory safety, quality management, inventory management, specimen management, diagnostic and surveillance testing and reporting results. 2. Build expertise for healthcare and community outbreak response and infection prevention and control (IPC) among local health departments. 3. Train and hire staff to improve the capacities of the epidemiology and informatics workforce to effectively conduct surveillance and response of COVID-19 (including case investigation and public health follow-up activities) and other emerging infections and conditions of public health significance. This should include staff who can address unique cultural needs of those at higher risk for COVID-19. Grantee may not incur COVID-19 contact tracing or contact tracing call center expenditures after 08/31/2021. 4. Build expertise to support management of the COVID-19-related activities within the jurisdiction and integrate into the broader Epidemiology and Laboratory Capacity (ELC) portfolio of activities (e.g., additional leadership, program and project managers, budget staff, etc.). 5. Increase capacity for timely data management, analysis, and reporting for COVID-19 and other emerging coronavirus and other infections and conditions of public health significance. B. Strengthen Laboratory Testing 1. Establish or expand capacity to quickly, accurately and safely test for SARS- CoV-2/COVID-19 and build infectious disease preparedness for future coronavirus and other events involving other pathogens with potential for broad community spread. System Agency Contract No.HHS000812700042 Page 12 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 a. Develop systems to improve speed and efficiency of specimen submission to clinical and reference laboratories. b. Strengthen ability to rapidly respond to testing (e.g., nucleic acid amplification test[HAAT], antigen, etc.)as necessary to ensure that optimal utilization of existing and new testing platforms can be supported to help meet increases in testing demand in a timely manner. Laboratory Response Networks (LRNs) and Local Health Departments (LHDs)with laboratories are strongly encouraged to diversify their testing platforms to enable them to pivot depending on reagent and supply availabilities. c. Perform serology testing with an FDA Emergency Use Authorization (EUA) authorized serological assay as appropriate to respond to emerging pandemics in order to conduct surveillance for past infection and monitor community exposure. d. Build local capacity for testing of COVID-19/SARS-CoV-2 including within high-risk settings or in vulnerable populations that reside in their communities. e. Apply laboratory safety methods to ensure worker safety when managing and testing samples that may contain SARS-CoV-2/COVID-19. f. Laboratories and LRNs are encouraged to implement new technologies to meet local needs. g. Augment or add specificity to existing laboratory response plans for future coronavirus and other outbreak responses caused by an infectious disease. Provider must be able to establish a plan to maintain the activity when the funds are no longer available. This is an optional activity. 2. Enhance laboratory testing capacity for SARS-CoV-2/COVID-19 by ensuring public/private laboratory testing providers have access to biosafety resources for SARS-CoV-2 specimen collection and/or testing. C. Advance Electronic Data Exchange at Public Health Labs 1. Enhance and expand laboratory information infrastructure, to improve jurisdictional visibility on laboratory data(tests performed)from all testing sites and enable faster and more complete data exchange and reporting with DSHS. a. Employ a well-functioning Laboratory Information Management System (LIMS)to support efficient data flows within the PHL and its partners. This includes expanding existing capacity of the current LIMS to improve data exchange and increase data flows through LIMS maintenance, new configurations/modules, and enhancements. Implement new/replacement LIMS where needed. Note: If implementing new or replacement systems, develop an implementation plan, including appropriate milestones and timeline to completion. Implementation plans will be reviewed and approved for consistency with the activities set forth by DSHS prior to start of System Agency Contract No.HHS000812700042 Page 13 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 implementation. Completion of the implementation plan is DSHS verifying that the submitted electronic laboratory reporting (ELR) feeds have been successfully processed in National Electronic Disease Surveillance System (NEDSS). b. Ensure ability to administer LIMS. Ensure the ability to configure all tests that are in LIMS, including new tests, EUAs, etc., in a timely manner. Ensure expanding needs for administration and management of LIMS are covered through dedicated staff. c. Interface diagnostic equipment to directly report laboratory results into LIMS. D. Improve Surveillance and Reporting of Electronic Health Data 1. Establish complete,up-to-date, timely reporting of morbidity and mortality to DSHS due to COVID-19 and other coronavirus and other emerging infections which impact conditions of public health significance, with required associated data fields in a machine-readable format, by: a. Establishing or enhancing community-based surveillance, including surveillance of vulnerable populations, individuals without severe illness,those with recent travel to high-risk locations, or who are contacts to known cases. b. Monitoring changes to daily incidence rates of COVID-19 and other conditions of public health significance at the county or Zip code level to inform community mitigation strategies. 2. Establish additional and ongoing surveillance methods (e.g., sentinel surveillance) for COVID-19 and other conditions of public health significance. 3. At the health department, enhance capacity to work with testing facilities to onboard and improve ELR, including to receive data from new or non- traditional testing settings. Use alternative data flows (e.g., reporting portals) and file formats (e.g., CSV or XLS) to help automate where appropriate. In addition to other reportable results, this should include all COVID-19/SARS-CoV-2-related testing data (i.e., tests to detect SARS- CoV-2 including serology testing). 4. Improve understanding of capacity, resources, and patient impact at healthcare facilities through electronic reporting. a. Require expansion of reporting facility capacity, resources, and patient impact information, such as patients admitted and hospitalized, in an electronic, machine-readable, as well as human-readable, visual and tabular manner, to achieve 100% coverage in jurisdiction and include daily data from all acute care, long-term care, and ambulatory care System Agency Contract No.HHS000812700042 Page 14 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 settings. Use these data to monitor facilities with confirmed cases of COVID-19/SARS-CoV-2 infection or with COVID-like illness among staff or residents and facilities at high risk of acquiring COVID- 19/SARS-CoV-2 cases and COVID-like illness among staff or residents. b. Increase Admit, Discharge, Transfer (ADT) messaging and use to achieve comprehensive surveillance of emergency room visits, hospital admissions, facility and department transfers, and discharges to provide an early warning signal, to monitor the impact on hospitals, and to understand the growth of serious cases requiring admission. 5. Establish or improve systems to ensure complete, accurate and immediate (within 24 hours) data transmission that allows for automated transmission of data to DSHS in a machine-readable format. Note: Use of an existing DSHS system is preferred. If implementing new or replacement systems,develop an implementation plan,including the process for automatic transmission of data to DSHS in a machine- readable format, appropriate milestones and timeline to completion. Implementation plans will be reviewed and approved for consistency with the activities set forth by DSHS prior to start of implementation. a. Submit all case reports in an immediate way to DSHS for COVID- 19/SARS-CoV-2 and other conditions of public health significance with associated required data fields in a machine-readable format. b. Report requested COVID-19/SARS-CoV-2-related data, including line level testing data (negatives, positives, indeterminates, serology, antigen, nucleic acid) daily by county or Zip code to DSHS. c. Establish these systems in such a manner that they may be used on an ongoing basis for surveillance of,and reporting on,routine and other threats to the public health and conditions of public health significance. E. Use Laboratory Data to Enhance Investigation,Response and Prevention 1. Use laboratory data to initiate and conduct case investigation and public health follow-up activities and implement containment measures. a. Conduct necessary case investigation and public health follow-up activities including contact elicitation/identification, contact notification, contact testing, and follow-up. Activities could include traditional case investigation and public health follow-up activities and/or proximity/location-based methods, as well as methods adapted for healthcare facilities, employers, elementary and secondary schools, childcare facilities,institutions of higher education or in other settings. Data must be entered into the DSHS data system in accordance with DSHS published guidance. Grantee may not incur COVID-19 contact tracing call center expenditures beyond 8/31/2021. System Agency Contract No.HHS000812700042 Page 15 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 b. Utilize tools (e.g., geographic information systems and methods)that assist in the rapid mapping and tracking of disease cases for timely and effective epidemic monitoring and response, incorporating laboratory testing results and other data sources. c. Assist in identifying facilities that are not submitting data through ELR. Provide these facilities with information on the ELR onboarding process and the appropriate contact information of DSHS team who can onboard the facility to have their data be reported electronically and no longer sent by fax. Also provide the names of these facilities to the DSHS team. 2. Identify cases and exposure to COVID-19 in high-risk settings or within populations at increased risk of severe illness or death to target mitigation strategies and referral for therapies (for example, monoclonal antibodies) to prevent hospitalization. a. Assess and monitor infections in healthcare workers across the healthcare spectrum. b. Monitor cases and exposure to COVID-19 to identify need for targeted mitigation strategies to isolate and prevent further spread within high-risk healthcare facilities (e.g., hospitals, dialysis clinics, cancer clinics, nursing homes, other long-term care facilities, etc.). c. Monitor cases and exposure to COVID-19 to identify need for targeted mitigation strategies to isolate and prevent further spread within high-risk occupational settings(e.g.,meat processing facilities)and congregate living settings (e.g., correctional facilities, youth homes, shelters). d. Work with DSHS to build capacity for reporting, rapid containment and prevention of COVID-19/SARS-CoV-2 within high-risk settings or in vulnerable populations that reside in their communities. e. Jurisdictions should ensure systems are in place to link test results to relevant public health strategies, including prevention and treatment. Note: Utilization of an existing DSHS system is preferred. If implementing new or replacement systems, develop an implementation plan, including the process for automatic transmission of data to DSHS in a machine-readable format, appropriate milestones and timeline to completion. Implementation plans will be reviewed and approved for consistency with the activities set forth by DSHS prior to start of implementation. 3. Implement prevention strategies in high-risk settings or within vulnerable populations (including tribal nations as appropriate), including proactive monitoring for asymptomatic case detection. Note: These additional resources are intended to be directed toward testing, case investigation and public health follow-up activities, surveillance, containment, and mitigation, including support for workforce, epidemiology, use by employers, elementary and secondary schools, System Agency Contract No.HHS000812700042 Page 16 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 childcare facilities, institutions of higher education, long-term care facilities, or in other settings, scale-up of testing by public health, academic, commercial, and hospital laboratories, and community-based testing sites, mobile testing units, healthcare facilities, and other entities engaged in COVID-19 testing, and other related activities related to COVID-19 testing, case investigation and public health follow-up activities, surveillance, containment, and mitigation which may include interstate compacts or other mutual aid agreements for such purposes. a. Build capacity for infection prevention and control in long-term care facilities (LTCFs) (e.g., at least one Infection Preventionist [IP] for every facility) and outpatient settings. i. Build capacity for LTCFs to safely care for infected and exposed residents of LTCFs and other congregate settings. ii. Assist with enrollment of all LTCFs into CDC's National Healthcare Safety Network NHSN at haps://www.cdc.gov/nhsn/ltc/enroll.html. b. Build capacity for infection prevention and control in elementary and secondary schools, childcare facilities, and/or institutions of higher education. c. Increase Infection Prevention and Control(IPC)assessment capacity on site using tele-ICAR. d. Perform preparedness assessment to ensure interventions are in place to protect high-risk populations. e. Coordinate as appropriate with federally funded entities responsible for providing health services to higher-risk populations (e.g., tribal nations and federally qualified health centers). F. Submit a quarterly report on the report template to be provided by DSHS. Quarterly reports are due on or before the 15th of the month following the end of the quarter. Each report must contain a summary of activities that occurred during the preceding quarter for each activity listed above in Section I, Subsections A through E. Submit quarterly reports by electronic mail to COVID.Contracts2dshs.texas.gov. The email "Subject Line" and the name of the attached file for all reports should be clearly identified with the Grantee's Name, Contract Number, IDCU/COVID and the quarter the report covers. G. Not use funds for research, clinical care, fundraising activities, construction or major renovations, to supplant existing state or federal funds for activities, or funding an award to another party or provider who is ineligible. Other than normal and recognized executive-legislative relationships, no funds may be used for: 3. Publicity or propaganda purposes, for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body; System Agency Contract No.HHS000812700042 Page 17 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 4. The salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative act or Executive order proposed or pending before any legislative body. K. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems,medical and laboratory equipment, and media equipment. Controlled Assets are considered Supplies. L. Grantee shall maintain an inventory of Equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on the DSHS Contractor's Property Inventory Report located at hlt 2s://www.dshs.texas.gov/hivstd/contractor/cmsforms.shtm to CMSInvoicesgdshs.texas.gov and COVID.Contractsgdshs.texas.gov not later than October 15 of each year. If Grantee did not purchase Equipment or other property, this report is still required to be submitted. M. DSHS funds must not be used to purchase buildings or real property without prior written approval from DSHS. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. N. At the expiration or termination of this Contract for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to DSHS. Title may be transferred to any other party designated by DSHS. DSHS may, at its option and to the extent allowed by law,transfer the reversionary interest to such property to Grantee. System Agency Contract No.HHS000812700042 Page 18 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ATTACHMENT B BUDGET Categorical Budget Epi LRN Expansion Fundij Expansion Funding Sept 1,2022 Sept 1,2022 Contract Budget Period to to Total Aug 31,2024 Aug 31,2024 PERSONNEL = $584,568. $0.00 $584,568.00 FRINGE BENEFITS $243,648.00 $0.00 $243,648.00 TRAVEL wMM $12,131.00 $0.00 $12,131.00 EQUIPMENT $0.00 $0.00 $0.00 SUPPLIES $15,000.00 - $96,302.00 $111,302.00 CONTRACTUAL $0.00 $0.00 $0.00 OTHER $0.0 $0.00 $0.00 TOTAL.DIRECT $855,347.00 $96,302.00 $951,649.00 CHARGES INDIRECT CHARGES $0.00 $0.00 $0.00 TOTAL $855,347.00 $96,302.00 $951,649.00 System Agency Contract No.HHS000812700042 Page 19 of 19 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 TEv..A.S 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 TABLE OF CONTENTS ARTICLE L 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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 RESPONSE/COMPLIANCE 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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. "Pte" 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:043ABD07-3CC6-498E-A382-62FA19F37A62 "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 TextraveT' 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:043ABD07-3CC6-498E-A382-62FA19F37A62 (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:043ABD07-3CC6-498E-A382-62FA19F37A62 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/fmx/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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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 hLtps://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single_audit_repoy2hhsc.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 repog2hhsc.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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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. R 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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: i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR R 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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 XI. 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 haps://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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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 extentpossible. 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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: haps://hhs.texas.gov/about-hhs/your-ri ghts/civi l-ri ghts-office/c ivi l-ri ghts-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. 51st Street, Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: HHSCivilRightsOffice@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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 TEXAS Health and Human Services Health and Human Services (HHS) Additional Provisions Version 1.0 Effective: November 7, 2019 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Table of Contents na 1. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS.................... 1 2. DISASTER SERVICES ....................................................................................................... 1 3.na NOTICE OF CONTRACT ACTION................................................................................. 1 4. NOTICE OF BANKRUPTCY............................................................................................. 2 na 5. CONTRACTOR NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL................................................................................................................................ 2 7. THIRD PARTY PAYORS................................................................................................... 2 8. HIV/AIDS MODEL WORKPLACE GUIDELINES ........................................................ 3 9. MEDICAL RECORDS RETENTION................................................................................ 3 DocuSigned by: 1 F�IMT9EFRIM °�IOF A LICENSE ACTION........................May.1G..2i�.2z.......................................... 3 1 EXTENSION AMENDMENT.......................................................................... 3 12na CONTRACTOR'S CERTIFICATION OF MEETING OR EXCEEDING TABACCO- FREE WORKPLACE POLICY MINIMUM STANDARDS................................................... 4 na na na na na na na na na na na na DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ADDITIONAL PROVISIONS The terms and conditions of these Additional Provisions are incorporated into and made a part of the Contract. Capitalized items used in these Additional Provisons and not otherwise defined have the meanings assigned to them in HHSC Uniform Terms and Conditions. 1. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS A. Grantee shall immediately report in writing to its assigned HHSC contract manager when Grantee learns of or has any reason to believe it or any person with ownership or controlling interest in Grantee, or their agent, employee, subcontractor or volunteer who is providing services under this Contract has: i. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or ii. Been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. B. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any activity subj ect to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed in writing by the System Agency. 2. DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster declared by the appropriate federal official, Grantee may be called upon to assist the System Agency in providing the following services: i. Community evacuation; ii. Health and medical assistance; iii. Assessment of health and medical needs; iv. Health surveillance; v. Medical care personnel; vi. Health and medical equipment and supplies; vii. Patient evacuation; viii. In-hospital care and hospital facility status; ix. Food, drug and medical device safety; x. Worker health and safety; xi. Mental health and substance abuse; xii. Public health information; xiii. Vector control and veterinary services; and xiv. Victim identification and mortuary services. 3. NOTICE OF CONTRACT ACTION Grantee shall notify their assigned contract manager if Grantee has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: Health and Human Services Additional Provisions V.1.0—November 7,2019 Page 1 of 4 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 A. Reason for such action; B. Name and contact information of the local, state or federal department or agency or entity; C. Date of the contract; D. Date of suspension or termination; and E. Contract or case reference number. 4. NOTICE OF BANKRUPTCY Grantee shall notify in writing its assigned contract manager of its plan to seek bankruptcy protection within five days of such action by Grantee. 5. CONTRACTOR NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL The Grantee shall notify in writing their contract manager assigned within ten days of any change to the Grantee's Contact Person or Key Personnel. 6. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY A. Grantee shall take reasonable steps to provide services and information both orally and in writing, in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits and activities. B. Grantee shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. C. Grantee shall make every effort to avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency, unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. 7. THIRD PARTY PAYORS Except as provided in this Contract, Grantee shall screen all clients and may not bill the System Agency for services eligible for reimbursement from third party payors,who are any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private funding sources. As applicable, the Grantee shall: A. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs and bill those programs for the covered services; B. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; C. Allow clients that are otherwise eligible for System Agency services, but cannot pay a deductible required by a third-party payor, to receive services up to the amount of the deductible and to bill the System Agency for the deductible; D. Not bill the System Agency for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; Health and Human Services Additional Provisions V.1.0—November 7,2019 Page 2 of 4 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 E. Maintain appropriate documentation from the third-party payor reflecting attempts to obtain reimbursement; F. Bill all third-party payors for services provided under this Contract before submitting any request for reimbursement to System Agency; and G. Provide third party billing functions at no cost to the client. 8. HIV/AIDS MODEL WORKPLACE GUIDELINES Grantee shall implement System Agency's policies based on the Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS), AIDS Model Workplace Guidelines for Businesses at http://www.dshs.state.tx.us/hivstd/policy/policies.shtm, State Agencies and State Grantees Policy No. 090.021. Grantee shall also educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Texas. Health & Safety Code §§ 85.112-114. 9. MEDICAL RECORDS RETENTION Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes, rules and regulations governing medical information. 10. NOTICE OF A LICENSE ACTION Grantee shall notify their contract manager of any action impacting its license to provide services under this Contract within five days of becoming aware of the action and include the following: A. Reason for such action; B. Name and contact information of the local, state or federal department or agency or entity; C. Date of the license action; and D. License or case reference number. 11. INTERIM EXTENSION AMENDMENT A. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can be extended as provided under this Section. B. The System Agency shall provide written notice of interim extension amendment to the Grantee under one of the following circumstances: i. Continue provision of services in response to a disaster declared by the governor; or ii. To ensure that services are provided to clients without interruption. C. The System Agency will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. D. Grantee will provide and invoice for services in the same manner that is stated in the Contract. E. An interim extension under Section (b)(1) above shall extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. F. An interim extension under Section(b)(2) above shall be a one-time extension for a period of time determined by the System Agency. Health and Human Services Additional Provisions V.1.0—November 7,2019 Page 3 of 4 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 12. CONTRACTOR'S CERTIFICATION OF MEETING OR EXCEEDING TABACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: A. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars,pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; B. Designating the property to which this Policy applies as a "designated area," which must at least comprise all buildings and structures where activities funded under this Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; C. Applying to all employees and visitors in this designated area; and D. Providing for or referring its employees to tobacco use cessation services. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Health and Human Services Additional Provisions V.1.0-November 7,2019 Page 4 of 4 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 View Burden Statement OMB Number:4040-0007 Expiration Date: 02/28/2025 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, 0)the requirements of any other nondiscrimination statute(s)which may apply to the time frame after receipt of approval of the awarding application. agency. 7. Will comply, or has already complied,with the 5. Will comply with the Intergovernmental Personnel Act of requirements of Titles II and III of the Uniform 1970 (42 U.S.C. §§4728-4763) relating to prescribed Relocation Assistance and Real Property Acquisition standards for merit systems for programs funded under 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 424B(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 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 Actof 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:043ABD07-3CC6-498E-A382-62FA19F37A62 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: *First Name: Middle Name: *Last Name: Suffix: *Title: SIGNATURE: DATE: DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 ©Ji'.TEXAS Department of State Texas De 1C`e: HealthanclHuman p Services Health Services Fiscal Federal Funding Accountability and Transparency Act (FFATA) 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: (Name, Email and Phone Number): Primary Address of Contractor: Zip Code: 9-digits required www.usos.com Unique Entity ID (UEI):This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.nov (VIN) - 14 digits: Printed Name of Authorized Representative: Signature of Authorized Representative Title of Authorized Representative Date Signed 1 Department of State Health Services Form 4734-April 2022 Contract Management Section DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 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—April 2022 Contract Management Section DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 (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:043ABD07-3CC6-498E-A382-62FA19F37A62 a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1); 45 CFR 164.514(d) (B) Except as Required by Law,CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors (as defined in 45 CER 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)(h)(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 (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and(4); Texas Health &Safety Code Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 3of15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and(2). (G) CONTRACTOR is directly responsible for compliance with,and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5); 42 CFR 431.300, et seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request. CONTRACTOR will provide PHI to an Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.524and 164.504(e)(2)(h)(E). (1) 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 PHIis subject to this Agreement, CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations. 45 CFR 164 504(e)(2)(ii)(G) and 164 528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA, it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC 202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 4 of 15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if. 45 CFR 164.504(e)(4)(A). (1) Disclosure is Required by Law provided that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR I64.504(e)(4)(ii)(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroyed or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction. If such delivery or Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUAto the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(h)(j HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5of15 DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (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:043ABD07-3CC6-498E-A382-62FA19F37A62 (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:043ABD07-3CC6-498E-A382-62FA19F37A62 • 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 DocuSigned by:other applicable regulatory standards identifie4a in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, 57A188293F923439 WAsmits, destroys and/or discloses in accordance with HIPAA and other applicable ... regulatory standards identified in Section 3.01(Z). na May 16,2022 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:043ABD07-3CC6-498E-A382-62FA19F37A62 (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@HHS C.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. na (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 Eventner Breach, and CONTRACTOR's investigation, including without limitation and to the extent available:For(a) - (m) below: 45 CFR 164.400-414. na na (a) The date the Event or Breach occurred; DocuSfgned by: (b) The date of CONTRACUTO S02atnd, if applicable, �� bcon�s Discovery; 7A188293F923439... (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:043ABD07-3CC6-498E-A382-62FA19F37A62 (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 na Breach demonstrating wither 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 na 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; na (i) The steps gpNTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); na 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; na DocuSigned by: (1) A reasonabLT-1,JnQs%,kwj-.s U4ff-ONTRACTOR to provide regular updates during normal to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business na days or as otherwise dire tell b IHS including information about risk W 6'AI HS' 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:043ABD07-3CC6-498E-A382-62FA19F37A62 (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 na 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 na 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:043ABD07-3CC6-498E-A382-62FA19F37A62 (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made.If there are delays outside of CONTRACTOR's control, CONTRACTOR will provide written documentation of the reasons for the delay. (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto, is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation,receipt,maintenance,use, disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS 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:043ABD07-3CC6-498E-A382-62FA19F37A62 (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination of-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:043ABD07-3CC6-498E-A382-62FA19F37A62 (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:043ABD07-3CC6-498E-A382-62FA19F37A62 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:043ABD07-3CC6-498E-A382-62FA19F37A62 TEXAS Texas HHS System - Data Use Agreement-Attachment 2 vv Health and Human SECURITY AND PRIVACY INQUIRY (SPI) Services If you are a bidder fora new procurement/contract,in order to participate in the bidding process,you must have corrected any"No" responses (except Aga) prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected any"No"answers (except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HI PAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A: APPLICANT/BIDDER INFORMATION (To be completed by Applicant/Bidder) 1. Does the applicant/bidder access, create, disclose, receive, transmit, maintain, or store Texas Q Yes HHS Confidential Information in electronic systems (e.g., laptop, personal use computer, O No mobile device, database, server, etc.)? IF NO, STOP. THE SPI FORM IS NOT REQUIRED. 2. Entity or Applicant/Bidder Legal Name Legal Name: Legal Entity Tax Identification Number (TIN) (Last Four Numbers Only): Procurement/Contract#: Address: City: State: ZIP: Telephone #: Email Address: 3. Number of Employees, at all locations, in Total Employees: Applicant/Bidder's Workforce "Workforce" means all employees,volunteers,trainees, and other Persons whose conduct is under the direct control of Applicant/Bidder,whether or not they are paid by Applicant/ Bidder.If Applicant/Bidder is a sole proprietor,the workforce may be only one employee. 4. Number of Subcontractors Total Subcontractors: (if Applicant/Bidder will not use subcontractors,enter"0") 5. Name of Information Technology Security Official A. Security Official: and Name of Privacy Official for Applicant/Bidder Legal Name: (Privacy and Security Official may be the same person.) Address: City: State: ZIP: Telephone #: Email Address: B. Privacy Official: Legal Name: Address: City: State: ZIP: Telephone #: Email Address: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 1 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 b. Type(s) of Texas HHS Confidential Information the HIPAA CJIS IRS FTI CMS SSA PII Applicant/Bidder will create, receive, maintain,use, ❑ ❑ ❑ ❑ ❑ disclose or have access to: (Check all that apply) Other (Please List) •Health Insurance Portability and Accoun tab ility Act(HIPAA)data •Criminal Justice Information Services(CJIS)data •Internal Revenue Service Federal Tax Information(IRS FTI)data •Centers for Medicare&Medicaid Services(CMS) •Social Security Administration(SSA) •Personally Identifiable Information(PII) 7. Number of Storage Devices for Texas HHS Confidential Information (as defined in the Total # Texas HHS System Data Use Agreement (DUA)) (Sum a-d) Cloud Services involve using a network of remote servers hosted on the Internet to store, 0 manage, and process data, rather than a local server or a personal computer. A Data Center is a centralized repository, either physical or virtual, for the storage, management,and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. a. Devices. Number of personal user computers, devices or drives, including mobile devices and mobile drives. b. Servers. Number of Servers that are not in a data center or using Cloud Services. c. Cloud Services. Number of Cloud Services in use. d. Data Centers. Number of Data Centers in use. 8. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to Select Option handle Texas HHS Confidential Information during one year: (a-d) a. 499 individuals or less 0 a. b. 500 to 999 individuals 0 b. c. 1,000 to 99,999 individuals 0 C. d. 100,000 individuals or more Q d. 9. HIPAA Business Associate Agreement a. Will Applicant/Bidder use, disclose, create, receive, transmit or maintain protected 0 Yes health information on behalf of a HIPAA-covered Texas HHS agency for a HIPAA- 0 No covered function? b. Does Applicant/Bidder have a Privacy Notice prominently displayed on a Webpage or a Yes Public Office of Applicant/Bidder's business open to or that serves the public? (This is a 0 No HIPAA requirement. Answer "N/A" if not applicable, such as for agencies not covered 0 N/A by H I PAA.) Action Plan for Compliance with a Timeline: Compliance Date: 10. Subcontractors. If the Applicant/Bidder responded "0" to Question 4 (indicating no subcontractors), check "N/A" for both 'a.' and 'b.' a. Does Applicant/Bidder require subcontractors to execute the DUA Attachment 1 0 Yes Subcontractor Agreement Form? 0 No a N/A Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 2 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 b. Will Applicant/Bidder agree to require subcontractors who will access Confidential 0 Yes Information to comply with the terms of the DUA, not disclose any Confidential 0 No Information to them until they have agreed in writing to the same safeguards and to d N/A discontinue their access to the Confidential Information if they fail to comply? Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder have any Optional Insurance currently in place? Yes Optional Insurance provides coverage for: (1) Network Security and Privacy; (2) Data Breach; (3)Cyber Q No Liability(lost data, lost use or delay/suspension in business,denial of service with e-business,the Internet, networks and informational assets, such as privacy, intellectual property,virus transmission, extortion, } N/A sabotage orweb activities);(4) Electronic Media Liability;(5)Crime/Theft;(6)Advertising Injuryand Personal Injury Liability;and(7)Crisis Management and Notification Expense Coverage. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 3 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 SECTION B: PRIVACY RISK ANALYSIS AND ASSESSMENT (To be completed by Applicant/Bidder) For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. 1. Written Policies& Procedures. Does Applicant/Bidder have current written privacy and Yes or No security policies and procedures that, at a minimum: a. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that identify Authorized Users and Authorized Purposes (as defined in the d No DUA) relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: b. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require Applicant/Bidder and its Workforce to comply with the O No applicable provisions of HIPAA and other laws referenced in the DUA, relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information on behalf of a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: c. Does Applicant/Bidder have current written privacy and security policies and procedures 0Yes that limit use or disclosure of Texas HHS Confidential Information to the minimum that is O No necessary to fulfill the Authorized Purposes? Action Plan for Compliance with a Timeline: Compliance Date: d. Does Applicant/Bidder have current written privacy and security policies and procedures 0Yes that respond to an actual or suspected breach of Texas HHS Confidential Information, to include at a minimum (if any responses are "No" check "No" for all three): a No i. Immediate breach notification to the Texas HHS agency, regulatory authorities, and other required Individuals or Authorities, in accordance with Article 4 of the DUA; ii. Following a documented breach response plan, in accordance with the DUA and applicable law; & iii. Notifying Individuals and Reporting Authorities whose Texas HHS Confidential Information has been breached, as directed by the Texas HHS agency? SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 4 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Action Plan for Compliance with a Timeline: Compliance Date: e. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that conduct annual workforce training and monitoring for and correction of any training delinquencies? NO Action Plan for Compliance with a Timeline: Compliance Date: f. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that permit or deny individual rights of access, and amendment or correction, when appropriate? NO Action Plan for Compliance with a Timeline: Compliance Date: g. Does Applicant/Bidder have current written privacy and security policies and procedures d Yes that permit only Authorized Users with up-to-date privacy and security training, and d No with a reasonable and demonstrable need to use, disclose, create, receive, maintain, access or transmit the Texas HHS Confidential Information, to carry out an obligation under the DUA for an Authorized Purpose, unless otherwise approved in writing by a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: h. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that establish, implement and maintain proof of appropriate sanctions against any No Workforce or Subcontractors who fail to comply with an Authorized Purpose or who is not an Authorized User, and used or disclosed Texas HHS Confidential Information in violation of the DUA, the Base Contract or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: L Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require updates to policies, procedures and plans following major 0 No changes with use or disclosure of Texas HHS Confidential Information within 60 days of identification of a need for update? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 5 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 j. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that restrict permissions or attempts to re-identify or further identify a No de-identified Texas HHS Confidential Information, or attempt to contact any Individuals whose records are contained in the Texas HHS Confidential Information, except for an Authorized Purpose, without express written authorization from a Texas HHS agency or as expressly permitted by the Base Contract? Action Plan for Compliance with a Timeline: Compliance Date: k. If Applicant/Bidder intends to use, disclose, create, maintain, store or transmit Texas HHS 0Yes Confidential Information outside of the United States, will Applicant/Bidder obtain the O No express prior written permission from the Texas HHS agency and comply with the Texas HHS agency conditions for safeguarding offshore Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: I. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that require cooperation with Texas HHS agencies' or federal regulatory inspections, No audits or investigations related to compliance with the DUA or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: m. Does Applicant/Bidder have current written privacy and security policies and C)Yes procedures that require appropriate standards and methods to destroy or dispose of No Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: n. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that prohibit disclosure of Applicant/Bidder's work product done on behalf of Texas HHS a No pursuant to the DUA, or to publish Texas HHS Confidential Information without express prior approval of the Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder have a current Workforce training program? Q Yes Training of Workforce must occur at least once every year, and within 30 days of date of hiring a new d No Workforce member who will handle Texas HHS Confidential Information.Training must include:(1)privacy and security policies, procedures, plans and applicable requirements for handling Texas HHS Confidential Information, (2)a requirement to complete training before access is given to Texas HHS Confidential Information,and(3)written proof of training and a procedure for monitoring timely completion of training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 6 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder have Privacy Safeguards to protect Texas HHS Confidential 0Yes Information in oral, paper and/or electronic form? O No "Privacy Safeguards" means protection of Texas HHS Confidential Information by establishing, implementing and maintaining required Administrative,Physical and Technical policies,procedures,processes and controls, required by the DUA, HIPAA(45 CFR 164.530), Social Security Administration, Medicaid and laws, rules or regulations, as applicable.Administrative safeguards include administrative protections, policies and procedures for matters such as training, provision of access,termination, and review of safeguards, incident management, disaster recovery plans, and contract provisions.Technical safeguards include technical protections, policies and procedures,such as passwords,logging,emergencies,how paper is faxed or mailed, and electronic protections such as encryption of data. Physical safeguards include physical protections, policies and procedures,such as locks, keys, physical access, physical storage and trash. Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder and all subcontractors (if applicable) maintain a current list of 0Yes Authorized Users who have access to Texas HHS Confidential Information, whether oral, O No written or electronic? Action Plan for Compliance with a Timeline: Compliance Date: 5. Does Applicant/Bidder and all subcontractors (if applicable) monitor for and remove 0Yes terminated employees or those no longer authorized to handle Texas HHS O No Confidential Information from the list of Authorized Users? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 7 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 SECTIOrl1 ' • be completed by Applicant/Bidder) This section is about your electronic system. If your business DOES NOT store, access, or No Electronic transmit Texas HHS Confidential Information in electronic systems (e.g., laptop, personal Systems use computer, mobile device, database, server, etc.) select the box to the right, and "YES" will be entered for all questions in this section. For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HIPAA-related items is 30 calendar days, P11-related items is 90 calendar days. 1. Does the Applicant/Bidder ensure that services which access, create, disclose, receive, 0 Yes transmit, maintain, or store Texas HHS Confidential Information are maintained IN the O No United States (no offshoring) unless ALL of the following requirements are met? a. The data is encrypted with FIPS 140-2 validated encryption b. The offshore provider does not have access to the encryption keys C. The Applicant/Bidder maintains the encryption key within the United States d. The Application/Bidder has obtained the express prior written permission of the Texas HHS agency For more information regarding FIP5140-2 encryption products,please refer to: http://csrc.nist.pov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder utilize an IT security-knowledgeable person or company to maintain 0 Yes or oversee the configurations of Applicant/Bidder's computing systems and devices? O No Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder monitor and manage access to Texas HHS Confidential Information )Yes (e.g., a formal process exists for granting access and validating the need for users to access O No Texas HHS Confidential Information, and access is limited to Authorized Users)? Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder a) have a system for changing default passwords, b) require user ( Yes password changes at least every 90 calendar days, and c) prohibit the creation of weak O No passwords (e.g., require a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numerals, where possible) for all computer systems that access or store Texas HHS Confidential Information. If yes, upon request must provide evidence such as a screen shot or a system report. Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 8 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 5. Does each member of Applicant/Bidder's Workforce who will use, disclose, create, receive, 0Yes transmit or maintain Texas HHS Confidential Information have a unique user name O No (account) and private password? Action Plan for Compliance with a Timeline: Compliance Date: 6. Does Applicant/Bidder lock the password after a certain number of failed attempts and }Yes after 15 minutes of user inactivity in all computing devices that access or store Texas { No HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 7. Does Applicant/Bidder secure, manage and encrypt remote access (including wireless 0Yes access) to computer systems containing Texas HHS Confidential Information? (e.g., a formal O No process exists for granting access and validating the need for users to remotely access Texas HHS Confidential Information, and remote access is limited to Authorized Users). Encryption is required for all Texas HHS Confidential Information. Additionally,FIP5140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc. ist.gov/publicationsAips Action Plan for Compliance with a Timeline: Compliance Date: 8. Does Applicant/Bidder implement computer security configurations or settings for all 0Yes computers and systems that access or store Texas HHS Confidential Information? O No (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit exploitation opportunities for hackers or intruders, etc.) Action Plan for Compliance with a Timeline: Compliance Date: 9. Does Applicant/Bidder secure physical access to computer, paper, or other systems 0Yes containing Texas HHS Confidential Information from unauthorized personnel and theft O No (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.)? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 9 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 10. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0Yes Information that is transmitted over a public network (e.g., the Internet, WiFi, etc.)? O No If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all HHS Confidential Information.Additionally, FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data,Criminal Justice Information Services(CJIS)data,Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc.nist.pov/publications/{ips Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0Yes Information stored on end user devices (e.g., laptops, USBs, tablets, smartphones, external O No hard drives, desktops, etc.)? If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all Texas HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc.nist.gov/publicationsAips Action Plan for Compliance with a Timeline: Compliance Date: 12.Does Applicant/Bidder require Workforce members to formally acknowledge rules outlining 0Yes their responsibilities for protecting Texas HHS Confidential Information and associated O No systems containing HHS Confidential Information before their access is provided? Action Plan for Compliance with a Timeline: Compliance Date: 13. Is Applicant/Bidder willing to perform or submit to a criminal background check on 0Yes Authorized Users? O No Action Plan for Compliance with a Timeline: Compliance Date: 14. Does Applicant/Bidder prohibit the access, creation, disclosure, reception, transmission, { Yes maintenance, and storage of Texas HHS Confidential Information with a subcontractor O No (e.g., cloud services, social media, etc.) unless Texas HHS has approved the subcontractor agreement which must include compliance and liability clauses with the same requirements as the Applicant/Bidder? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 10 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 15. Does Applicant/Bidder keep current on security updates/patches (including firmware, 0Yes software and applications) for computing systems that use, disclose, access, create, O No transmit, maintain or store Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 16. Do Applicant/Bidder's computing systems that use, disclose, access, create, transmit, }Yes maintain or store Texas HHS Confidential Information contain up-to-date anti- O No malware and antivirus protection? Action Plan for Compliance with a Timeline: Compliance Date: 17. Does the Applicant/Bidder review system security logs on computing systems that access 0Yes or store Texas HHS Confidential Information for abnormal activity or security concerns on O No a regular basis? Action Plan for Compliance with a Timeline: Compliance Date: 18. Notwithstanding records retention requirements, does Applicant/Bidder's disposal 0Yes processes for Texas HHS Confidential Information ensure that Texas HHS Confidential O No Information is destroyed so that it is unreadable or undecipherable? Action Plan for Compliance with a Timeline: Compliance Date: 19. Does the Applicant/Bidder ensure that all public facing websites and mobile }Yes applications containing Texas HHS Confidential Information meet security testing O No standards set forth within the Texas Government Code (TGC), Section 2054.516; including requirements for implementing vulnerability and penetration testing and addressing identified vulnerabilities? For more information regarding TGC,Section 2054.516 DATA SECURITYPLAN FOR ONLINEAND MOBILE APPLICATIONS,please refer to: https:lllegiscan.com/TX/textlHB812017 Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 11 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 SECTION D: SIGNATURE AND SUBMISSION (to be completed by Applicant/Bidder) Please sign the form digitally, if possible. If you can't, provide a handwritten signature. 1. 1 certify that all of the information provided in this form is truthful and correct to the best of my knowledge. If I learn that any such information was not correct, I agree to notify Texas HHS of this immediately. 2. Signature 3. Title 4. Date: To submit the completed,signed form: • Email the form as an attachmentto the appropriate Texas HHS Contract Manager(s). SectionTo Be Completed by Agency(s): Requesting Department(s): HHSC:� DFPS: DSHS:11 Legal Entity Tax Identification Number(TIN) (Last four Only): PO/Contract(s) #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 12 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 inia i rout-i iunia run wrvirLr:i nmu THE SECURITY AND PRIVACY INQUIRY (SPI) Below are instructions for Applicants, Bidders and Contractors for Texas Health and Human Services requiring the Attachment 2, Security and Privacy Inquiry (SPI) to the Data Use Agreement (DUA). Instruction item numbers below correspond to sections on the SPI form. If you are a bidderfora new procurement/contract,in orderto participate in the bidding process,you must have corrected any"No" responses (except Aga) prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected any"No"answers (except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HI PAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A. APPLICANT /BIDDER INFORMATION Item#1. Only contractors that access, transmit, store, and/or maintain Texas HHS Confidential Information will complete and email this form as an attachment to the appropriate Texas HHS Contract Manager. Item#2. Entity or Applicant/Bidder Legal Name. Provide the legal name of the business(the name used for legal purposes, like filing a federal or state tax form on behalf of the business, and is not a trade or assumed named "dba"), the legal tax identification number(last four numbers only)of the entity or applicant/bidder,the address of the corporate or main branch of the business, the telephone number where the business can be contacted regarding questions related to the information on this form and the website of the business, if a website exists. Item#3. Number of Employees, at all locations, in Applicant/Bidder's workforce. Provide the total number of individuals,including volunteers,subcontractors, trainees, and other persons who work for the business. If you are the only employee, please answer"1." Item#4. Number of Subcontractors.Provide the total number of subcontractors working for the business. If you have none,please answer "0"zero. Item#5. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to handle HHS Confidential Information during one year. Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Texas HHS Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#5. Name of Information Technology Security Official and Name of Privacy OfficialforApplicant/Bidder.As with all other fields on the SPI, this is a required field. This may be the some person and the owner of the business if such person has the security and privacy knowledge that is required to implement the requirements of the DUA and respond to questions related to the SPI. In 4.A. provide the name, address, telephone number, and email address of the person whom you have designated to answer any security questions found in Section C and in 4.B.provide this information for the person whom you have designated as the person to answer any privacy questions found in Section B. The business may contract out for this expertise;however, designated individual(s)must have knowledge of the business's devices, systems and methods for use, disclosure, creation, receipt, transmission and maintenance of Texas HHS Confidential Information and be willing to be the point of contact for privacy and security questions. Item#6. Type(s)of HHS Confidential Information the Entity or Applicant/Bidder Will Create,Receive, Maintain, Use,Disclose or Have Access to:Provide a complete listing of all Texas HHS Confidential Information that the Contractor will create, receive, maintain, use, disclose or have access to. The DUA section Article 2,Definitions, defines Texas HHS Confidential Information as: "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 create, receive, maintain, use, disclose or have access to on behalf of Texas HHS that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation,Electronic Protected Health Information or Unsecured Protected Health Information; (3)Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 13 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 (4) reaeral /ax injormarion; (5) Personally Identifiable Information; (6)Social Security Administration Data, including, without limitation, Medicaid information; (7)All privileged work product; (8)All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health&Safety Code and the Texas Public Information Act, Texas Government Code, Chapter552. Definitions for the following types of confidential information can be found the following sites: • Health Insurance Portability and Accountability Act(HIPAA)-http://www.hhs.gov/hipaa/index.html • Criminal Justice Information Services(CJIS)-https://www.fbi.gov/services/ciis/ciis-security-policy-resource-center • Internal Revenue Service Federal Tax Information(IRS FTI)-https://www.irs.gov/pub/irs-pdflp1075.pdf • CentersforMedicare&MedicaidServices(CMS)-https://www.cros.gov/Regulations-and-Guidance/Regulations-and- Guidonce.html •Social Security Administration (SSA)-https://www.sso.gov/regulations/ • Personally Identifiable Information (PII) -http://csrc.nist.gov/publications/nistpubs/800-122/sp800-122.pdf Item#7.Number of Storage devices for Texas HHS Confidential Information. The total number of devices is automatically calculated by exiting the fields in lines a-d. Use the<Tab>key when exiting the field to prompt calculation, if it doesn't otherwise sum correctly. • Item 7a. Devices.Provide the number of personal user computers, devices,and drives(including mobile devices, laptops, USB drives, and external drives)on which your business stores or will store Texas HHS Confidential Information. • Item 7b. Servers. Provide the number of servers not housed in a data center or "in the cloud,"on which Texas HHS Confidential Information is stored or will be stored.A server is a dedicated computer that provides data or services to other computers. It may provide services or data to systems on a local area network(LAN)or a wide area network(WAN)over the Internet. If none, answer"0"(zero). • Item 7c. Cloud Services.Provide the number of cloud services to which Texas HHS Confidential Information is stored. Cloud Services involve using a network of remote servers hosted on the Internet to store, manage, and process data, rather than on a local server or a personal computer. If none, answer"0"(zero.) • Item 7d. Data Centers. Provide the number of data centers in which you store Texas HHS Confidential Information.A Data Center is a centralized repository,either physical or virtual,for the storage, management, and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. If none,answer"0"(zero). Item#8. Number of unduplicated individuals for whom the Applicant/Bidder reasonably expects to handle Texas HHS Confidential Information during one year.Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#9. HIPAA Business Associate Agreement. • Item#9a.Answer "Yes"if your business will use, disclose, create, receive, transmit, or store information relating to a client/consumer's healthcare on behalf of the Department of State Health Services, the Department of Disability and Aging Services, or the Health and Human Services Commission for treatment, payment, or operation of Medicaid or Medicaid clients. If your contract does not include HIPAA covered information, respond"no."If"no,"a compliance plan is not required. • Item#9b.Answer"Yes"if your business has a notice of privacy practices(a document that explains how you protect and use a client/consumer's healthcare information)displayed either on a website(if one exists for your business)or in your place of business(if that location is open to clients/consumers or the public). If your contract does not include HIPAA covered information, respond "N/A." Item#10.Subcontractors. If your business responded "0"to question 4 (number of subcontractors),Answer "N/A"to Items 10a and 10b to indicate not applicable. • Item#10a.Answer "Yes"if your business requires that all subcontractors sign Attachment 1 of the DUA. • Item#10b.Answer"Yes"if your business obtains Texas HHS approval before permitting subcontractors to handle Texas HHS Confidential Information on your business's behalf. Item#11. Optional Insurance.Answer "yes"if applicant has optional insurance in place to provide coverage for a Breach or any SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 14 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 other situations listed in tnis question. 11 you are not required to have this optional coverage, answer"N/A"A compliance plan is not required. SECTION B. PRIVACY RISK ANALYSIS AND ASSESSMENT Reasonable and appropriate written Privacy and Security policies and procedures are required,even for sole proprietors who are the only employee, to demonstrate how your business will safeguard Texas HHS Confidential Information and respond in the event of a Breach of Texas HHS Confidential Information. To ensure that your business is prepared, all of the items below must be addressed in your written Privacy and Security policies and procedures. Item#1. Answer"Yes" if you have written policies in place for each of the areas(a-o). • Item#1a.Answer"yes" if your business has written policies and procedures that identify everyone, including subcontractors,who are authorized to use Texas HHS Confidential Information.The policies and procedures should also identify the reason why these Authorized Users need to access the Texas HHS Confidential Information and this reason must align with the Authorized Purpose described in the Scope of Work or description of services in the Base Contract with the Texas HHS agency. • Item#1b.Answer"Yes" if your business has written policies and procedures that require your employees (including yourself),your volunteers,your trainees, and any other persons whose work you direct,to comply with the requirements of HIPAA, if applicable, and other confidentiality laws as they relate to your handling of Texas HHS Confidential Information. Refer to the laws and rules that apply, including those referenced in the DUA and Scope of Work or description of services in the Base Contract. • Item#1c. Answer"Yes" if your business has written policies and procedures that limit the Texas HHS Confidential Information you disclose to the minimum necessaryfor your workforce and subcontractors(if applicable)to perform the obligations described in the Scope of Work or service description in the Base Contract. (e.g.,if a client/consumer's Social Security Number is not required for a workforce member to perform the obligations described in the Scope of Work or service description in the Base Contract, then the Social Security Number will not be given to them.) If you are the only employee for your business, policies and procedures must not include a request for, or use of, Texas HHS Confidential Information that is not required for performance of the services. • Item #1d. Answer "Yes" if your business has written policies and procedures that explain how your business would respond to an actual or suspected breach of Texas HHS Confidential Information. The written policies and procedures, at a minimum, must include the three items below. If any response to the three items below are no, answer"no." O Item#1di.Answer"Yes" if your business has written policies and procedures that require your business to immediately notify Texas HHS,the Texas HHS Agency, regulatory authorities,or other required Individuals or Authorities of a Breach as described in Article 4, Section 4 of the DUA. Refer to Article 4, Section 4.01: Initial Notice of Breach must be provided in accordance with Texas HHS and DUA requirements with as much information as possible about the Event/Breach and a name and contact who will serve as the single point of contact with HHS both on and off business hours. Time frames related to Initial Notice include: • within one hour of Discovery of an Event or Breach of Federal Tax Information,Social Security Administration Data, or Medicaid Client Information • within 24 hours of all other types of Texas HHS Confidential Information 48-hour Formal Notice must be provided no later than 48 hours after Discovery for protected health information, sensitive personal information or other non-public information and must include applicable information as referenced in Section 4.01 (C)2. of the DUA. O Item#1dii.Answer"Yes" if your business has written policies and procedures require you to have and follow a written breach response plan as described in Article 4 Section 4.02 of the DUA. O Item#1diii. Answer"Yes" if your business has written policies and procedures require you to notify Reporting Authorities and Individuals whose Texas HHS Confidential Information has been breached as described in Article 4 Section 4.03 of the DUA. • Item#1e.Answer"Yes" if your business has written policies and procedures requiring annual training of your entire workforce on matters related to confidentiality, privacy,and security,stressing the importance of promptly reporting any Event or Breach, outlines the process that you will use to require attendance and track completion for employees who failed to complete annual training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 15 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 • Item #1f. Answer "Yes" if your business has written policies and procedures requiring you to allow individuals (clients/consumers)to access their individual record of Texas HHS Confidential Information, and allow them to amend or correct that information, if applicable. • Item#1g.Answer"Yes" if your business has written policies and procedures restricting access to Texas HHS Confidential Information to only persons who have been authorized and trained on how to handle Texas HHS Confidential Information • Item#11h.Answer"Yes" if your business has written policies and procedures requiring sanctioning of any subcontractor, employee,trainee, volunteer, or anyone whose work you direct when they have accessed Texas HHS Confidential Information but are not authorized to do so, and that you have a method of proving that you have sanctioned such an individuals. If you are the only employee, you must demonstrate how you will document the noncompliance, update policies and procedures if needed,and seek additional training or education to prevent future occurrences. • Item#1i.Answer"Yes" if your business has written policies and procedures requiring you to update your policies within 60 days after you have made changes to how you use or disclose Texas HHS Confidential Information. • Item#1j. Answer"Yes" if your business has written policies and procedures requiring you to restrict attempts to take de-identified data and re-identify it or restrict any subcontractor,employee,trainee,volunteer,or anyone whose work you direct,from contacting any individuals for whom you have Texas HHS Confidential Information except to perform obligations under the contract, or with written permission from Texas HHS. • Item#1k.Answer"Yes" if your business has written policies and procedures prohibiting you from using,disclosing, creating, maintaining, storing or transmitting Texas HHS Confidential Information outside of the United States. • Item#11.Answer"Yes" if your business has written policies and procedures requiring your business to cooperate with HHS agencies or federal regulatory entities for inspections,audits,or investigations related to compliance with the DUA or applicable law. • Item#1m.Answer"Yes" if your business has written policies and procedures requiring your business to use appropriate standards and methods to destroy or dispose of Texas HHS Confidential Information. Policies and procedures should comply with Texas HHS requirements for retention of records and methods of disposal. • Item#1n.Answer"Yes" if your business has written policies and procedures prohibiting the publication of the work you created or performed on behalf of Texas HHS pursuant to the DUA,or other Texas HHS Confidential Information, without express prior written approval of the HHS agency. Item#2. Answer"Yes" if your business has a current training program that meets the requirements specified in the SPI for you,your employees, your subcontractors, your volunteers, your trainees, and any other persons under you direct supervision. Item#3.Answer"Yes" if your business has privacy safeguards to protect Texas HHS Confidential Information as described in the SPI. Item#4. Answer"Yes" if your business maintains current lists of persons in your workforce, including subcontractors (if applicable), who are authorized to access Texas HHS Confidential Information. If you are the only person with access to Texas HHS Confidential Information, please answer "yes." Item#5. Answer"Yes" if your business and subcontractors (if applicable) monitor for and remove from the list of Authorized Users, members of the workforce who are terminated or are no longer authorized to handle Texas HHS Confidential Information. If you are the only one with access to Texas HHS Confidential Information, please answer"Yes." SECTION C. SECURITY RISK ANALYSIS AND ASSESSMENT This section is about your electronic systems. If you DO NOT store Texas HHS Confidential Information in electronic systems (e.g., laptop, personal computer, mobile device, database,server, etc.),select the"No Electronic Systems" box and respond "Yes"for all questions in this section. Item#1.Answer"Yes" if your business does not "offshore" or use, disclose, create, receive, transmit or maintain Texas HHS Confidential Information outside of the United States. If you are not certain, contact your provider of technology services (application,cloud, data center, network, etc.) and request confirmation that they do not off- shore their data. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 16 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 item RL. Answer "Yes" it your business uses a person or company who is knowledgeable in IT security to maintain or oversee the configurations of your business's computing systems and devices.You may be that person, or you may hire someone who can provide that service for you. Item#3. Answer"Yes" if your business monitors and manages access to Texas HHS Confidential Information (i.e., reviews systems to ensure that access is limited to Authorized Users; has formal processes for granting, validating, and reviews the need for remote access to Authorized Users to Texas HHS Confidential Information, etc.). If you are the only employee, answer"Yes" if you have implemented a process to periodically evaluate the need for accessing Texas HHS Confidential Information to fulfill your Authorized Purposes. Item#4. Answer"Yes" if your business has implemented a system for changing the password a system initially assigns to the user(also known as the default password),and requires users to change their passwords at least every 90 days, and prohibits the creation of weak passwords for all computer systems that access or store Texas HHS Confidential Information (e.g., a strong password has a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numbers, where possible). If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/password-policy Item#5. Answer"Yes" if your business assigns a unique user name and private password to each of your employees, your subcontractors, your volunteers,your trainees and any other persons under your direct control who will use, disclose, create, receive, transmit or maintain Texas HHS Confidential Information. Item #6. Answer "Yes" if your business locks the access after a certain number of failed attempts to login and after 15 minutes of user inactivity on all computing devices that access or store Texas HHS Confidential Information. If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/account-lockout-policy Item#7.Answer"Yes" if your business secures, manages, and encrypts remote access, such as: using Virtual Private Network(VPN) software on your home computer to access Texas HHS Confidential Information that resides on a computer system at a business location or, if you use wireless, ensuring that the wireless is secured using a password code. If you do not access systems remotely or over wireless, answer "Yes." Item#8. Answer"Yes" if your business updates the computer security settings for all your computers and electronic systems that access or store Texas HHS Confidential Information to prevent hacking or breaches (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit opportunities for hackers or intruders to access your system). For example, Microsoft's Windows security checklist: https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/how-to-configure-security-policy-settings Item#9.Answer"Yes" if your business secures physical access to computer, paper, or other systems containing Texas HHS Confidential Information from unauthorized personnel and theft (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.). If you are the only employee and use these practices for your business, answer"Yes." Item#10. Answer"Yes" if your business uses encryption products to protect Texas HHS Confidential Information that is transmitted over a public network(e.g., the Internet, WIFI, etc.) or that is stored on a computer system that is physically or electronically accessible to the public (FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA)data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data.) For more information regarding FIPS 140-2 encryption products, please refer to: http://csrc.nist.gov/publications/figs). Item#11. Answer"Yes" if your business stores Texas HHS Confidential Information on encrypted end-user electronic devices (e.g., laptops, USBs,tablets, smartphones, external hard drives, desktops, etc.) and can produce evidence of the encryption, such as, a screen shot or a system report(FIPS 140-2 encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare& Medicaid Services (CMS) data). For more information regarding FIPS 140-2 validated encryption products, please refer to: http://csrc.nist.gov/publications/fips). If you do not utilize end-user electronic devices for storing Texas HHS Confidential Information, answer"Yes." SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 17 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:043ABD07-3CC6-498E-A382-62FA19F37A62 Item#12. Answer"Yes" if your business requires employees,volunteers, trainees and other workforce members to sign a document that clearly outlines their responsibilities for protecting Texas HHS Confidential Information and associated systems containing Texas HHS Confidential Information before they can obtain access. If you are the only employee answer "Yes"if you have signed or are willing to sign the DUA,acknowledging your adherence to requirements and responsibilities. Item #13. Answer"Yes" if your business is willing to perform a criminal background check on employees, subcontractors, volunteers, or trainees who access Texas HHS Confidential Information. If you are the only employee, answer"Yes" if you are willing to submit to a background check. Item#14. Answer"Yes" if your business prohibits the access, creation, disclosure, reception,transmission, maintenance, and storage of Texas HHS Confidential Information on Cloud Services or social media sites if you use such services or sites, and there is a Texas HHS approved subcontractor agreement that includes compliance and liability clauses with the same requirements as the Applicant/Bidder. If you do not utilize Cloud Services or media sites for storing Texas HHS Confidential Information, answer"Yes." Item#15. Answer"Yes" if your business keeps current on security updates/patches (including firmware, software and applications)for computing systems that use, disclose,access,create,transmit, maintain or store Texas HHS Confidential Information. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example: https.,Ilportal.msrc.microsoft.com/en-us/ Item#16.Answer"Yes" if your business's computing systems that use,disclose, access,create,transmit, maintain or store Texas HHS Confidential Information contain up-to-date anti-malware and antivirus protection. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating,see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/ Item #17. Answer "Yes" if your business reviews system security logs on computing systems that access or store Texas HHS Confidential Information for abnormal activity or security concerns on a regular basis. If you use a Microsoft Windows system, refer to the Microsoft website for ensuring your system is logging security events, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/auditing/basic-security-audit-policies Item#18. Answer"Yes" if your business disposal processes for Texas HHS Confidential Information ensures that Texas HHS Confidential Information is destroyed so that it is unreadable or undecipherable. Simply deleting data or formatting the hard drive is not enough; ensure you use products that perform a secure disk wipe. Please see NIST SP 800-88 R1, Guidelines for Media Sanitization and the applicable laws and regulations for the information type for further guidance. Item#19. Answer"Yes" if your business ensures that all public facing websites and mobile applications containing HHS Confidential Information meet security testing standards set forth within the Texas Government Code (TGC), Section 2054.516 SECTION D. SIGNATURE AND SUBMISSION Click on the signature area to digitally sign the document. Email the form as an attachment to the appropriate Texas HHS Contract Manager. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 18 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DvcuSign Certificate Of Completion Envelope Id:043ABD073CC6498EA38262FA19F37A62 Status: Completed Subject: HHS000812700042, Corpus Christi-Nueces County Public Health District(City), IDCU/COVID Contract Source Envelope: Document Pages:92 Signatures:6 Envelope Originator: Certificate Pages:6 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: 160.42.85.9 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 5/3/2022 3:58:03 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Steven Viera CD,,uS!g",dny: Sent:5/3/2022 4:02:37 PM stevev@cctexas.com fwtt"' vive. Viewed:5/3/2022 4:19:04 PM Interim Director of Health 7A198293F923439 Signed:5/16/2022 1:58:40 PM Corpus Christi-Nueces County Public Health Signature Adoption: Pre-selected Style Security Level: Email,Account Authentication (None) Signed by link sent to stevev@cctexas.com Using IP Address: 155.190.8.4 Electronic Record and Signature Disclosure: Accepted:3/1/2022 5:00:47 PM ID:4f8f2f59-1a8a-43c3-a675-dd40eae6c04f Susana Garcia Completed Sent:5/16/2022 1:58:43 PM Susana.Garcia@dshs.texas.gov Resent:5/27/2022 12:43:55 PM CTCM, Unit Director Viewed:6/7/2022 9:58:06 AM DSHS Signed by link sent to Signed:6/13/2022 10:09:38 AM Security Level: Email,Account Authentication Susana.Garcia@dshs.texas.gov (None) Using IP Address: 167.137.1.12 Electronic Record and Signature Disclosure: Accepted:6/13/2022 10:08:31 AM ID:aeab30l3-6734-42aa-a5e4-afcc8defOcOe PATTY MELCHIOR Completed Sent:6/13/2022 10:09:41 AM Patty.Melchior@dshs.texas.gov Resent:6/13/2022 10:10:17 AM Director, DSHS CMS Viewed:6/13/2022 10:30:12 AM Security Level: Email,Account Authentication Signed by link sent to Signed:6/13/2022 10:31:40 AM (None) Patty.Melchior@dshs.texas.gov Using IP Address: 167.137.1.17 Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 Signer Events Signature Timestamp DocuSigned by: Imelda Garcia d Sent:6/13/2022 10:31:43 AM ImeldaM.Garcia@dshs.texas.gov Viewed:6/13/2022 10:42:26 AM Associate Commissioner E, 87AFo32Ao9o24A9 Signed:6/13/2022 10:42:38 AM Texas Health and Human Services Commission Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Signed by link sent to ImeIdaM.Garcia@dshs.texas.gov Using IP Address: 160.42.85.12 Signed using mobile Electronic Record and Signature Disclosure: Accepted:7/6/2021 8:08:45 AM ID: 1a6909aa-b026-45a9-be9f-4240c2e32ff9 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 Moriam Ojelade �E Sent:5/3/2022 4:02:36 PM moriamO@cctexas.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Raymond Maylone � Sent:5/3/2022 4:02:36 PM Raymond M2@cctexas.com ED Viewed: 5/3/2022 4:07:35 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Caeli Paradise E Sent:5/3/2022 4:02:36 PM caeli.paradise@dshs.texas.gov Viewed:6/13/2022 11:03:00 AM Contract Manager Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/21/2021 2:35:07 PM ID:c6dab47b-ff17-4990-be85-4057f6a41671 Denzel Otokunrin � Sent:5/3/2022 4:02:35 PM denzelo@cctexas.com ED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox �� Sent:6/13/2022 10:42:42 AM CMS.InternalRouting@dshs.texas.gov Resent:6/13/2022 10:42:45 AM DSHS Contract Management Section 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 5/3/2022 4:02:36 PM Certified Delivered Security Checked 6/13/2022 10:42:26 AM Signing Complete Security Checked 6/13/2022 10:42:38 AM Completed Security Checked 6/13/2022 10:42:42 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:Steven Viera,Susana Garcia, PATTY MELCHIOR, Imelda Garcia, Caeli Paradise 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. 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Two Reading Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the "Infectious Disease Prevention and Control Unit-COVID (IDCU-COVID) Grant" from the Texas Department of State Health Services appropriating $951,649.00 into the Health Grants Fund to provide funding in support of Texas Initiative for COVID-19 response activities. City Council August 23, 2022 Background and Staff Recommendation • IDCU-COVID o To be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). Ensure proper COVID-19 response activities are sustained. o September 1, 2022, through August 31, 2024 Background and Staff Recommendation o Total Contract value is $951,649.00 o Fiscal impact — All positions are 100% grant funded. o Staff Recommendation: Approval of the two-reading ordinance. City Council August 23, 2022 so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of August 23, 2022 1852 Second Reading for the City Council Meeting of August 30, 2022 DATE: August 23, 2022 TO: Peter Zanoni, City Manager FROM: Steve Viera, Interim Director of Public Health SteveVCa)-cctexas.com 361-826-3445 Acceptance of the Health Disparities Grant in the amount of $281,785.00 and appropriation of the funds for the contract period September 1, 2022, through May 31, 2023 CAPTION: Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the Health Disparities Grant from the Texas Department of State Health Services appropriating $281,785.00 into the Health Grants Fund to provide community engagement in communities disproportionately impacted by COVID-19; and amending the operating budget. SUMMARY: The grant will be used for personnel costs, supplies, and other expenses to offer services and associated activities to assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). BACKGROUND AND FINDINGS: The Texas Department of State Health Services ("DSHS") has awarded a grant contract in the amount of $281,785.00 to provide for personnel costs, supplies, and other expenses to ensure community engagement in communities disproportionately impacted by COVID-19 and to build sustainable relationships with those communities within the jurisdiction of the CCNCPHD. ALTERNATIVES: Refuse the grant and discontinue offering services to assist communities disproportionately affected by COVID-19. FISCAL IMPACT: (Narrative no graphs) There is no fiscal impact. The grant requires no match. All positions are 100% grant funded. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 831841 F Mission Element: 103 COVID19 Response Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001208500001 Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the Health Disparities Grant from the Texas Department of State Health Services appropriating $281,785.00 into the Health Grants Fund to provide community engagement in communities disproportionately impacted by COVID-19; and amending the operating budget. 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 Contract No. HHS001208500001 (the "Contract') under the Health Disparities Grant with the Department of State Health Services ("DSHS") and the in the amount of$281,785.00 for the period September 1, 2022, through May 31, 2023, to provide funding activities in support of assisting communities impacted by COVID-19 within thejurisdiction of the Corpus Christi-Nueces County Public Health District. SECTION 2. Funds in the amount of$281,785.00 are appropriated from the grant to the Health Grants Fund No. 1066 to be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District SECTION 3. The FY2021-22 Operating Budget adopted by Ordinance No. 032539 is amended to increase revenues and expenditures by $281,785.00. 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 2022, by the following vote: Paulette 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 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 the day of , 2022. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT, CONTRACT No.HHS001208500001 UNDER THE COVID-19 HEALTH DISPARITIES GRANT PROGRAM The parties to this agreement ("Grant Agreement" or "Contract") are the Department of State Health Services ("System Agency"), and Corpus Christi-Nueces County Public Health District (City) ("Grantee"), having its principal office at 1702 Horne Rd, Corpus Christi, Texas 78416-1902 (each a"Party" and collectively the "Parties"). I. PURPOSE The purpose of this Grant Agreement is to provide funding for the COVID-19 Health Disparities Program. II. LEGAL AUTHORITY This Grant Agreement is entered into pursuant to Texas Government Code Chapter 791 and Texas Health and Safety Code Chapters 12 and 121. III. DURATION This Grant Agreement is effective on September 1, 2022 or the signature date of the latter of the Parties to sign this agreement and terminates on May 31, 2023, unless renewed, extended, or terminated pursuant to the terms and conditions of the Grant Agreement. System Agency, at its sole discretion, may extend this Grant Agreement for any period(s) of time,provided the Grant Agreement term, including all extensions or renewals, does not exceed five years. Notwithstanding the limitation in the preceding sentence, System Agency, at its sole discretion, also may extend the Grant Agreement beyond five years as necessary to ensure continuity of service, for purposes of transition, or as otherwise determined by System Agency to serve the best interest of the State. IV. STATEMENT OF WORK The Scope of Grant Project to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as Attachment A. V. BUDGET The total amount of this Grant Agreement will not exceed TOTAL CONTRACT AMOUNT OF$281,785.00. Grantee is not required to provide matching funds. HISS Signature Document-Grantee v 3.0 Effective:October 2021 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 The total not-to-exceed amount includes the following: Total Federal Funds: $281,785.00 All expenditures under the Grant Agreement will be in accordance with ATTACHMENT B, BUDGET. VI. REPORTING REQUIREMENTS All reporting requirements under the Grant Agreement will be in accordance with ATTACHMENT A,SCOPE OF GRANT PROJECT. VII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Grant Agreement on behalf of their respective Party. System A2ency Sandy Clark Department of State Health Services P.O. Box 149347—Mail Code 1990 Austin, Texas 78714-9347 Sandy.clarkgdshs.texas.gov Grantee Denzel Otokunrin Corpus Christi-Nueces County Public Health District(City) 1702 Home Rd. Corpus Christi, Texas 78416-1902 denzel(c,,,cctexas.com VIII. NOTICE REQUIREMENTS A. All notices given by Grantee shall be in writing,include the Grant Agreement contract number, comply with all terms and conditions of the Grant Agreement, and be delivered to the System Agency's Contract Representative identified above. B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the System Agency's Contract Representative: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe,Mail Code 1100 Austin, Texas 78751 System Agency Grant Agreement,Contract#HHS001208500001 Page 2 of 5 HISS Signature Document-Grantee v 3.0 Effective:October 2021 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 With copy to: Department of State Health Services Attn: General Counsel P.O. Box 149347—MC 1919 Austin, Texas 78714-9347 C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail,postage paid, certified, return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier, overnight, signature required. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Party may change its Contract Representative or Legal Notice contact by providing written notice to the other Party. IX. FEDERAL AWARD INFORMATION GRANTEE'S UNIQUE ENTITY IDENTIFIER IS: XETBTPKCL895 Federal funding under this Grant Agreement is a subaward under the following federal award(s). Federal Award Identification Number (FAIN): NH750T000045 A. Assistance Listings Title, Number, and Dollar Amount: • Texas Initiative to Address COVID-19 Health Disparities Among Populations at High-Risk and Underserved, Including Racial and Ethnic Minority Populations and Rural Communities - 1 NH750T000045-01-00 - $2,503,337,474.00 B. Federal Award Date: May 26, 2021 C. Federal Award Period: June 1, 2021 - May 31, 2023 D. Name of Federal Awarding Agency: Centers for Disease Control and Prevention E. Federal Award Project Description: Activities to Support State, Tribal, Local and Territorial (STLT) Health Department Response to Public Health or Healthcare Crises; 93.391 F. Awarding Official Contact Information: Ms. Christine Graaf, khx22cdc.gov, 404-498- 0442 G. Total Amount of Federal Funds Awarded to System Agency: $38,950,306.00 H. Amount of Funds Awarded to Grantee: $281,785.00 L Identification of Whether the Award is for Research and Development: No X. CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. System Agency Grant Agreement,Contract#HHS001208500001 Page 3 of 5 HISS Signature Document-Grantee v 3.0 Effective:October 2021 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 Unless expressly stated otherwise in this Grant Agreement, in the event of conflict, ambiguity or inconsistency between or among any documents, all System Agency documents take precedence over Grantee's documents. ATTACHMENT Ell—SCOPE OF GRANT PROJECT ATTACHMENT B—BUDGET ATTACHMENT C—UNIFORM TERMS AND CONDITIONS—GRANT ATTACHMENT D—CONTRACT AFFIRMATIONS ATTACHMENT E—FEDERAL ASSURANCES ATTACHMENT F—CERTIFICATION REGARDING LOBBYING ATTACHMENT G—FFATA CERTIFICATION FORM XI. SIGNATURE 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. Any services or work performed by Grantee before this Grant Agreement is effective or after it ceases to be effective are performed at the sole risk of Grantee. SIGNATURE PAGE FOLLOWS System Agency Grant Agreement,Contract#HHS001208500001 Page 4 of 5 HISS Signature Document-Grantee v 3.0 Effective:October 2021 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 SIGNATURE PAGE FOR SYSTEM EXIGENCY GRANT AGREEMENT, CONTRACT No.HHS001208500001 SYSTEM AGENCY GRANTEE DocuSigned by: DocuSigned by: Kirk Cole Shmj- (Ava. Signature Signature Printed Name:-Kirk Cole Printed Name: Steve viera Title: Deputy Commissioner Title: Interim Director of Health Date of Signature: May 30,2022 y g y Date of Signature: May 25,2022 System Agency Grant Agreement,Contract#HHS001208500001 Page 5 of 5 U HS Signature Document-Grantee v 3.0 Effective:October 2021 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 ATTACHMENT A SCOPE OF GRANT PROJECT L GRANTEE RESPONSIBILITIES To ensure community engagement in communities disproportionately impacted by COVID-19 and to build sustainable relationships in those communities, Grantee will conduct the following activities: A. Submit a workplan within 30 days of the contract's effective date to System Agency, outlining how required activities will be accomplished. System Agency must approve the workplan before Grantee begins work with communities. B. Identify Grantee staff (new and existing) who will serves as Contract leads. Any changes to these staff members must be reported to System Agency in the monthly program report. C. Identify and target communities disproportionately impacted by COVID-19. Grantee will identify the targeted communities and explain how the communities were chosen. D. Engage the targeted communities through: 1. Establishing rapport and developing relationships by spending time in the community and building trust through outreach activities. 2. Listening to community needs by attending community events(e.g.,town halls, listening sessions, interviews, and focus groups). The frequency of those meetings will be identified in the Grantee workplan. 3. Developing a sustainability plan to stay engaged with the community after funding ends. A sustainability plan must be submitted to System Agency no later than April 30, 2023. E. Build sustainable relationships in targeted communities through: 1. Identifying and engaging community partners (e.g.,hospitals, clinics,Federally Qualified Health Centers, community-based organizations, faith-based organizations, and social service agencies). 2. Building cross-sector partnerships (e.g., public health, healthcare, and social services)by meeting with identified partners. The frequency of those meetings will be identified in the Grantee workplan. 3. Documenting community partners by creating a list of partners interested in working on and addressing health disparity initiatives. This list will be shared with System Agency in the monthly report. F. Work with targeted communities to identify and document ideas on how to increase COVID-19 vaccination rates in targeted communities. 1111Sc Grant-v 2.14 Effective:February 1,2019 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 G. Work with targeted communities to design an intervention aimed at addressing a community need identified through community engagement. This intervention should target a risk factor that caused the community to be disproportionately impacted by COVID-19. The intervention design will be shared with System Agency no later than April 30, 2023. H. Develop and implement information sharing and learning opportunities with the targeted communities. I. Participate in and attend System Agency meetings and trainings as deemed necessary by System Agency. J. Submit a monthly program report on the report template to be provided by System Agency by the 15th of each month for the previous month's activities. Submit reports by electronic mail to healthdisparitiesgdshs.texas.gov and to healthdisparitiescros2dshs.texas.gov. The email "Subject Line" and the name of the attached file for all reports should be clearly identified with the Grantee's Name and Contract Number. K. Grantee may not use funds for construction, research, clinical care, fundraising activities, or funding an award to another party or provider who is ineligible. Other than normal and recognized executive-legislative relationships, no funds may be used for: 1. Publicity or propaganda purposes, for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body; 2. The salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative act or Executive order proposed or pending before any legislative body. IL PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in Attachment A and compliance with the Contract's terms and conditions. III. INVOICE AND PAYMENT A. Grantee will request monthly payments using the State of Texas Purchase Voucher (Form B-13) at http://www.dshs.state.tx.us/grants/forms.shtm. The Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, TX 78714-9347 System Agency Contract HHS001208500001 Page 2 of 3 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 FAX: (512) 458-7442 EMAIL: invoi ces9dshs.state.tx.us EMAIL: CMSlnvoicesgdshs.texas. og_v B. Grantee will be paid on a cost reimbursement basis and in accordance with ATTACHMENT B,BUDGET to this Contract. C. Grantee shall maintain all documentation that substantiate invoices and make the documentation available to System Agency upon request. In the event a cost reimbursed under the Contract is later determined to be unallowable, then the Grantee will reimburse System Agency for that cost. D. Grantee will submit biannual Financial Status Reports (FSRs) to System Agency by the last business day of the month following the end of each quarter of the Contract for System Agency review and financial assessment. The quarters are as follows: 1. September 1 February 28 2. March 1 through August 31 E. Grantee will submit a request for reimbursement(HHS Form B-13) as a final close- out invoice not later than forty-five(45) calendar days following the end of the term of the Contract. Reimbursement requests received in the System Agency office more than forty-five (45) calendar days following the termination of the Contract may not be paid. F. Grantee will submit a final FSR as a final close-out FSR not later than forty-five (45) calendar days following the end of the term of the Contract. System Agency Contract HHS001208500001 Page 3 of 3 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 ATTACHMENT B BUDGET CONTRACT No. HHS001208500001 PERSONNEL $100,000.00 FRINGE BENEFITS $22,000.00 TRAVEL $5,740.00 EQUIPMENT $0.00 SUPPLIES $16,048.00 CONTRACTUAL $65,000.00 OTHER $72,997.00 TOTAL DIRECT CHARGES $281,785.00 INDIRECT CHARGES $0.00 TOTAL $281,785.00 Total reimbursements will not exceed $281,785.00 for the period beginning September 1, 2022, to May 31, 2023. DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 ATTACHMENT C 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 TABLE OF CONTENTS ARTICLE L 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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 RESPONSE/COMPLIANCE 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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 MA.IEURE ................................................................................................ 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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. "Pte" 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 "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 mustperform 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 (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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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/fmx/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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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 hLtps://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single_audit_report(a�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 reportghhsc.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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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. R 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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 responsibleto 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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: i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR R 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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 XI. 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 haps://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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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 extentpossible. 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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: haps://hhs.texas.gov/about-hhs/your-rights/civil-ri ghts-office/civil-ri ghts-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. 51st Street, Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: HHSCivilRightsOffice@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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 HEALTH AND HUMAN SERVICES Contract Number HHsooi20850000i 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.2.1 Effective October 2021 Page 1 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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.2.1 Effective October 2021 Page 2 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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(SAKI) 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.2.1 Effective October 2021 Page 3 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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.2.1 Effective October 2021 Page 4 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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.2.1 Effective October 2021 Page 5 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffairsReferral@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.2.1 Effective October 2021 Page 6 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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.2.1 Effective October 2021 Page 7 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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.2.1 Effective October 2021 Page 8 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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.2.1 Effective October 2021 Page 9 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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.2.1 Effective October 2021 Page 10 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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.2.1 Effective October 2021 Page 11 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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.2.1 Effective October 2021 Page 12 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 Authorized representative on behalf of Contractor must complete and sign the following: Corpus Christi-Nueces County Public Health District Legal Name of Contractor Corpus Christi-Nueces County Public Health District Assumed Business Name of Contractor,if applicable (d/b/a or `doing business as') Corpus Christi-Nueces County Public Health District 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. LSh Docu�S�ign1edrby: AAJ, VIWa May 25,2022 All Signatu er o Authorized Representative Date Signed Steven Viera Interim Director of Health Printed Name of Authorized Representative Title of Authorized Representative First,Middle Name or Initial, and Last Name 1702 Horne Road Corpus Christi,Texas 78416 Physical Street Address City, State,Zip Code NA NA Mailing Address, if different City, State, Zip Code NA NA Phone Number Fax Number 361-826-7205 069457786 Email Address DUNS Number 74-6000-574 1-746000574-1 Federal Employer Identification Number Texas Identification Number (TIN) NA NA Texas Franchise Tax Number Texas Secretary of State Filing Number NA SAM.gov Unique Entity Identifier (UEI) Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 13 of 13 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 ATTACHMENT E 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, Q)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:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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 15 Will comply with the Laboratory Animal Welfare Act of program and to purchase flood insurance if the total cost of 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et insurable construction and acquisition is$10,000 or more. 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 16. Will comply with the Lead-Based Paint Poisoning Environmental Policy Act of 1969 (P.L. 91-190)and Prevention Act(42 U.S.C. §§4801 et seq.)which Executive Order(EO) 11514; (b) notification of violating prohibits the use of lead-based paint in construction or facilities pursuant to EO 11738; (c) protection of wetlands rehabilitation of residence structures. pursuant to EO 11990; (d)evaluation of flood hazards in 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 Ocu goed by: Interim Director of Health t, LS LAIUdZ�UF __ APPLICANT ORGANIZATION DATE SUBMITTED Corpus Christi-Nueces County Public Health District May 25,2022 Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 ATTACHMENT F 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 Corpus Christi-Nueces County Public Health District "PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: -First Name: Steven IMiddle Name: "Last Name:I Viera Suffix: "Title:I Interim Director of Health SIGNATURE: Docusigned by: DATE:ray DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 ATTACHMENT G 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 andwhy. Legal Name of Contractor: FFATA Contact# 1 Name, Email and Phone Number: Corpus Christi-Nueces County Public Health District Constance Sanchez Constancep(cctexas.cour 361-826-3227 Primary Address of Contractor: FFATA Contact#2 Name, Email and Phone Number: 1702 Horne Road Blandina Costley Corpus Christi,Texas 78416 Blandinac(-Occtexas.com 361-826-7252 ZIP Code: 9-digits Required www.usps.com DUNS Number:9-digits Required www.sam.gov - I I I I069 5778E State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits 174 0005 410 7 Printed Name of Authorized Representative Signature of Authorized Representative Steven Vlera DocuSigned by: Fsfwt, (AW0. /A 1 88293F92= Title of Authorized Representative Date Assistant City Manager May 25,2022 - 1 - Department of State Health Services Form 4734—June 2013 DocuSign Envelope ID:726BAEEE-4F07-4DAB-B30D-D9AB765473C9 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 ❑x 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" NA A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? ❑ Yes 0 No B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? ❑ Yes 0 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. NA C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? 0 Yes ❑ No If your answer is "Yes" to this question, where can this information be accessed? NA 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: NA - 2 - Department of State Health Services Form 4734—June 2013 Two Reading Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the "Health Disparities Grant" from the Texas Department of State Health Services appropriating $281,785.00 into the Health Grants Fund to provide funding activities in support of Texas Initiative to Address COVID-19 Health Disparities Among Populations at High-Risk and Underserved. City Council August 23, 2022 Background and Staff Recommendation • COVID-19 Health Disparities Grant Program o To be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). Ensure community engagement in communities disproportionately impacted by COVID-19 and to build sustainable relationships in those communities. o September 1, 2022, through May 31, 2023 Background and Staff Recommendation o Total Contract value is $281,785.00 o Fiscal impact — All positions are 100% grant funded. o Staff Recommendation: Approval of the two-reading ordinance. City Council August 23, 2022 SC w � O v AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting August 23, 2022 NORRORFS ESecond Reading Ordinance for the City Council Meeting August 30, 2022 xs52 DATE: August 23, 2022 TO: Peter Zanoni, City Manager FROM: Kevin Smith, Director of Aviation Kevi n S4(a)cctexas.co m (361) 826-1292 Amending Chapter 9 of the City Code of Ordinances CAPTION: Ordinance amending City Code Chapter 9, Aviation, Section 9-54, pertaining to landing fees at the Corpus Christi International Airport by revising the landing weight for aircraft subject to a landing fee from 12,500 to 6,000 pounds; and authorizing execution of a five- year contract with Vector Airport Systems, LLC, for the billing and collection of landing fees. Effective upon City Council approval. SUMMARY: Currently landing fees are only applicable to aircraft with a maximum landing weight greater than 12,500 pounds. Today, only airlines are charged a landing fee. By lowering the landing weight to 6,000 pounds, CCIA expands the applicability of landing fees to include a wider variety of aircraft. To streamline the landing fee assessment and collection process, CCIA intends to enter into an agreement with Vector Airport Systems, LLC, who will provide a PlanePass billing and collection service. BACKGROUND AND FINDINGS: On August 18, 1987, the City Council approved Ordinance 19930, establishing the landing fees for commercial aircraft. On January 20, 2004, the City Council approved Ordinance No. 025628, revising Chapter 9, Aviation, Section 9-54 — Landing fees for commercial aircraft, to change the landing fee for nonscheduled commercial aircraft, to change the definition of commercial aircraft, and to include the gross certified landing weight of greater than 12,500 pounds for aircraft that uses the airport for commercial purposes. CCIA intends to expand the applicability of landing fees to aircraft over 6,000 pounds, because the technology that will be used for the collection of fees has the capability of identifying aircraft 6,000 pounds or more. This maximizes the ability and utility of the new technology and system. CCIA will also expand applicability beyond just commercial aircraft to apply to all aircraft over 6,000 pounds. Vector Airport Systems, LLC is a technology company that offers a proprietary information collection and landing fee billing system at 36 airports across the country. The City's Procurement Division has confirmed that Vector Airport Systems, LLC is a sole source vendor for this type of service. The system monitors the airfield for landing aircraft using a transponder antenna and cross references FAA aircraft registration databases to find owner information. Vector automatically bills aircraft owners for the applicable landing fees. Vector has a 99.6% collection rate on billed fees. Vector's fee for providing this service will be 20% of amounts collected for landing fees. This fee is lower than the industry standard 25-33% for the traditional method of Fixed Based Operators collecting landing fees on behalf of the airport. Aircraft based at CCIA will not be charged landing fees. Vector will not bill tenant airlines (Southwest, American and United), but will provide CCIA a report that can be used to audit the airlines' monthly self-reporting documentation. ALTERNATIVES: Alternatives include implementing Vector but maintaining a landing fee applicability of 12,500 pounds or more. Alternatives also include lowering the window of applicability to 6,000 pounds but utilize the Fixed Base Operator to collect the fees, which will result in lower collection rates and lower overall yield. FISCAL IMPACT: A forecast analysis was conducted to understand potential fiscal year landing fee revenue. The analysis excluded CCIA-based aircraft and airlines, per the applicability of the Vector agreement. The analysis indicates an increase in revenue of $139,000 per year after Vector assesses their fees for service. FUNDING DETAIL: Fund: 4610 Airport Fund Organization/Activity: 35000 Airport Administration Mission Element: 272 Manage Airport Operations Project # (CIP Only): N/A Account: 320000 Landing Fees RECOMMENDATION: City staff recommends approval of this action item. The Airport Board recommended approval of this action item at their regularly scheduled meeting. LIST OF SUPPORTING DOCUMENTS: Ordinance Agreement for Professional Services — Vector Airport Systems, LLC Ordinance amending City Code Chapter 9, Aviation, Section 9-54, pertaining to landing fees at the Corpus Christi International Airport by revising the landing weight for aircraft subject to a landing fee from 12,500 to 6,000 pounds; and authorizing execution of a five-year contract with Vector Airport Systems, LLC, for the billing and collection of landing fees. Effective upon City Council approval. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: SECTION 1. The Code of Ordinances of the City of Corpus Christi, Chapter 9, Aviation, Section 9-54, entitled "Landing fees for commercial aircraft," is amended by revising the section, with new language shown underlined and deleted language shown stricken, to read as follows: "Sec. 9-54. - Landing fees for ^ ^"'' aircraft. "For purposes of this section ^mm^rnial aircraft" shall m^;n means any aircraft, scheduled or unscheduled, with a gross certificated landing weight gFeateF thap :hAg ,^ ,,Gap 1 five "i lRdF (12,599) pG iof 6,000 pounds or more that uses the airport f^r n^mmornial p irpe "Operator" shall mean means the person, company, or other entity which owns or is legally responsible for the conduct of the aGtiVity f^r VVhinh eyVpss ^r is legally r^ori^noibk_Q f^r +h^ n^n,-li ink ^f+h^ n^mm^rnial aGti"ity f^r Whinh t4a aircraft i& �. No ^mmernial aircraft shall use the airport for the purpose of carrying passengers, freight, or mail for hire unless monthly reports and fees are timely filed and paid to the airport by the 25th day of the month following the landing, or as provided by this section. MGRthly FGPGFtS GR IandiRgG shall be filed by the foxed base epE?F cor"iniRg fho 71r/-r7ff With fho ^ffino ^f fho dironf^r ^f 7\ O_Ati. 1r1 ^n S r_h f^rmc as r.r^.,i,-ed by the ,-1epaF+m^r,+of aviati^r,. The operator of each n^mmernial aircraft shall pay landing fees equal to: (1) A landing fee established by contract between the operator and the airport; or (2) A landing fee for airnr. # equal to GRG "CTed-bNeRty-fiVe (125)-peGeRt-125 percent of the highest landing fee effective for scheduled commercial aircraft operating pursuant to a contract with the airport. Landing fees may be waived for certain operational or procedural grounds as determined by the Director of Aviation. 6'Pr-eVidE?R^^ +cc th"Att cA flewage f r fi iel ra it a a� amFpr,rF fr.r mmorni.�l ']Irl-r']ft mTav-ac�cT i--rcrc�--Frar uS a-rrpQr�-rQr �rrrrrrcrcr��--crrrcrt�-c evneerls the landing foes assessed against girl 7-.Orr--.Pp-ft." SECTION 2. The City Manager, or his designee, is authorized to execute a five-year contract with Vector Airport Systems, LLC, for the billing, collection, and remittance of landing fees at Corpus Christi International Airport ("Airport") in accordance with the City Code and the approved Airport "Schedule of Fees and Charges," the effective date of such executed contract to be September 1 , 2022. SECTION 3. 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 shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of the City Council that every section, paragraph, subdivision, phrase, word, and provision hereof be given full force and effect for its purpose. Section 4. This ordinance takes effect September 1 , 2022. The foregoing ordinance was read for the first time and passed to its second reading on this 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 The foregoing ordinance was read for the second time and passed finally on this 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 the day of , 2022. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN VECTOR AIRPORT SYSTEMS, LLC & THE CITY OF CORPUS CHRISTI, TEXAS Agreement Name: PlanePassAutomated Aircraft Fee Billing & Collections Solution This agreement ("AGREEMENT "), dated as of , 2022 ("Execution Date"), is by and between the City of Corpus Christi, Texas, for Corpus Christi International Airport, (hereinafter "AIRPORT"), and Vector Airport Systems, LLC (hereinafter "CONTRACTOR"), a Limited Liability Company existing under thelaws of the Commonwealth of Virginia. The AIRPORT shall be defined as the client airport and its governing municipality. RECITALS I. WHEREAS, CONTRACTOR represents that it is a duly qualified provider of various products and services including: • Aircraft identification and tracking systems, • Aircraft operating fee billing & collection services, • Noise and Operations Management Systems (NOMS), • System installation and maintenance services II. WHEREAS, in the judgment of the AIRPORT, it is necessary and desirable to employ the services of CONTRACTOR for: • The performance of aircraft operating fee billing& collection services. III. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the parties hereto agree as follows: AGREEMENT 1. Term of AGREEMENT: The term of this AGREEMENT shall begin on the EXECUTION DATE, which is the date this AGREEMENT is approved by the City Council of Corpus Christi, Texas, and has been signed by all parties to the AGREEMENT and shall end five (5) years following the Commencement Date of operations under this AGREEMENT as set out below ("Initial Term"). 1.1 The Commencement Date for operations under this AGREEMENT will be established in writing between the Director of the AIRPORT and the CONTRACTOR. While such date is presently unknown, the Commencement Date is anticipated to be on or about September 1, 2022. 1.2 The Parties to this AGREEMENT shall have the option to renew this AGREEMENT at the end of the Initial Term for additional one-year renewal terms ("Renewal Terms"), not to exceed a total of five additional years. This AGREEMENT shall automatically renew for additional one-year terms if neither party notifies the other in writing of its intent to terminate the AGREEMENT not less than thirty (30) days prior to the end of a term.All terms and conditions of this AGREEMENT shall continue unchanged during the Renewal Terms unless a written amendment to the AGREEMENT is executed by the Parties. 2. Termination 2.1. Termination for Cause: Notwithstanding any other provision of this AGREEMENT-- Should CONTRACTOR fail to perform any of its obligations hereunder, within the time and in the manner herein provided, or otherwise violate any of the terms of this AGREEMENT, AIRPORT must: • First, notify CONTRACTOR of violation of obligations and give CONTRACTOR 30 days to cure this violation. • Second, if CONTRACTOR fails to cure the violation within 30 days of receiving notification from AIRPORT, AIRPORT may immediately terminate this AGREEMENT by giving CONTRACTOR written notice of such termination, stating the reason for termination. Should AIRPORT fail to perform its obligations under this AGREEMENT, including failing to pay CONTRACTOR in accordance with this AGREEMENT, or otherwise violates any of the terms of this AGREEMENT, CONTRACTOR must: • First, notify AIRPORT of violation of obligations and give AIRPORT 30 days to cure this violation. • Second, if AIRPORT fails to cure the violation within 30 days of receiving notification from CONTRACTOR, CONTRACTOR may immediately terminate this AGREEMENT by giving AIRPORT written notice of such termination, stating the reason for termination. 2.2. Termination for Convenience: For a period of one (1) year following COMMENCEMENT DATE, neither Party may terminate this AGREEMENT for convenience. After the initial one (1) year period, either Party may terminate this AGREEMENT for convenience by giving the other party thirty (30) days written notice. 2.3. Termination by AGREEMENT of the Parties: If, prior to the expiration of this AGREEMENT, the AIRPORT or CONTRACTOR elect not to continue this AGREEMENT(either by extension ofthe term or option year) CONTRACTOR or AIRPORT may notify the other party in writing of intent to not continue this AGREEMENT. Notice must be given prior to the anniversary of the COMMENCEMENT DATE. Upon termination of this AGREEMENT, the following provisions in 2.4 and 2.5 will also apply. 2.4. Delivery of Work Product and Final Payment Upon Termination: In the event of termination, CONTRACTOR, within 30 days following the date of termination, shall deliver to AIRPORT: • For PlanePass: All standard reports pertaining to unpaid balances and to any amounts paid into Vector and unpaid to AIRPORT. 2.5. Payment Upon Termination: Upon termination of this AGREEMENT by AIRPORT, CONTRACTOR shall be entitled to payment for all contracted services unpaid and due before the effective date of termination. Payment shall be made by AIRPORT within 30 days of a written invoice from CONTRACTOR. For PlanePass billing & collection service: • CONTRACTOR will remit to AIRPORT all aircraft operating fees collected up through the date of termination, less the Vector Billing & Collection Fees specified in this document. • CONTRACTOR will produce aircraft operating invoices for the un-invoiced period, a full calendar month per the normal process. This final invoice period will be the last period of aircraft operating fee invoices. No further regular cycle invoices will be produced. Out of Cycle invoices for this or prior periods may still be produced as necessary to correct any billing errors discovered through the customer service process. • CONTRACTOR will continue PlanePass customer service, payment processing, active collections on unpaid invoices/accounts, reporting, and remittance for four full-month periods after the effective termination date of the AGREEMENT. Four months are recommended to maxim izecollections for previous invoiced periods. • After the above indicated service continuation period has ended, CONTRACTOR will discontinue all customer service, payment processing, reporting, remittance, and collection efforts and will refer all customer service calls to the AIRPORT. Following the service continuation period referenced above, CONTRACTOR shall discontinue all services and will refer all customer calls to the AIRPORT. Because some aircraft operators may not comply with CONTRACTOR's instructions to pay AIRPORT directly after the service continuation period has ended, CONTRACTOR may, solely upon the direction of the AIRPORT, continue to passively allow payments to be made to its lockbox and will continue to report and remit these payments to the AIRPORT for a period not to exceed sixty (60) days from the end date of the continuation period described in this section of the AGREEMENT. 3. Scope of Work 3.1. CONTRACTOR's Specified Work: CONTRACTOR shall perform the services described in EXHIBIT A, attached hereto and incorporated herein by this reference (hereinafter "Scope of Work"), and within the times or by the dates provided for in EXHIBIT A. 3.2. Cooperation with AIRPORT: CONTRACTOR shall cooperate with AIRPORT and AIRPORT staff in the performance of all work hereunder. 3.3. Performance Standard: CONTRACTOR shall perform all work hereunder in a manner consistent with the level of competency and standard of care normally observed by a person practicing in CONTRACTOR's profession. CONTRACTOR hereby agrees to provide all services under this AGREEMENT in accordance with generally accepted professional practices and standards of care, as well as the requirements of applicable federal, state and local laws, including but not limited to: the Fair Debt Collection Practices Act and Texas Debt Collection law. 4. Compensable Products and Services: CONTRACTOR shall be compensated for all goods sold and services performed pursuant to this AGREEMENT according to the following: 4.1. Equipment: The contracted solution in this AGREEMENT does not require equipment installation. Any equipment purchased by AIRPORT to be provided by CONTRACTOR during the term of the AGREEMENT will be governed by an amendment to this AGREEMENT, or a purchase order. 4.2. PlanePass Billing & Collection: CONTRACTOR'S fee for billable activity is 20% of amounts collected for this AGREEMENT. CONTRACTOR'S fee is paid out of collections on behalf of AIRPORT at the time of transfer of the "balance of collections" (i.e.,the balance =total collections less CONTRACTOR'S fee and any adjustments)to AIRPORT. 4.2.1. The "balance of collections" is defined as the total gross collections on behalf of AIRPORT during a monthly collection cycle less the PlanePass Billing & Collection fee, stated above, and less documented payment adjustments made (e.g., returned checks, refunds). 4.2.2. The transfer of the "balance of collections" and CONTRACTOR's fee will occur monthly not later than the 10th day of each calendar month. 4.3. Commercial Operators Audit Report: AIRPORT may engage CONTRACTOR to provide a monthly Commercial Operators Audit Report ("Report").The Report is not an included service at the time of AGREEMENT execution. The Report is an add-on service falling within the Scope of Work in Exhibit A and governed by the terms and conditions of this AGREEMENT. 4.3.1. To request the Commercial Operators Audit Report service, an authorized representative of the AIRPORT must provide written notice to CONTRACTOR. The written notice will also indicate which of the pricing options in Section 4.3.2 the AIRPORT elects. CONTRACTOR will provide written acceptance of the request. 4.3.2. CONTRACTOR'S fee for the Report service is either: • $3,000 per year; OR • An additional 1% added to CONTRACTOR'S PlanePass Billing and Collection fee listed in Section 4.2; or if previously amended, CONTRACTOR's PlanePass Billing and Collection fee at time of receipt of written notice to add on Report service. 5. Payment Terms: For all services and incidental costs required hereunder, if any,CONTRACTOR shall be paid in accordance with the following terms: 5.1. Equipment: If added to this AGREEMENT by written amendment, the price of equipment is paid 50% due within 30 days of arrival of shipped equipment at AIRPORT, 50% within 30 days of invoice after installation & testing. Note: Installation will not commence until initial 50% payment is received by CONTRACTOR. 5.2. PlanePass Billing & Collection: Retained by CONTRACTOR from billing & collection proceeds, transferred by ACH from CONTRACTOR'S bank collections lockbox at the time of monthly disbursement to AIRPORT followingeach monthly collection period. The current location of the collections lockbox is at Wells Fargo Bank in Philadelphia, PA. CONTRACTOR shall inform AIRPORT by written notice in the event of a change in the banking institution or location of the collections lockbox. 5.3. Commercial Operators Audit Report: If AIRPORT elects annual flat-fee pricing, $3,000.00 will be billed upon receipt of AIRPORT's written notice to engage Report service. Future years, unless canceled in writing by AIRPORT upon not less than ninety(90)days' advance notice,will be billed on the anniversary date of the receipt of AIRPORT's notice. Terms are Net 30. If AIRPORT elects to add 1%to PlanePass fee,the 1%will be added to the first monthly collection cycle for which CONTRACTOR provides the REPORT. 6. Insurance: With respect to performance of work under this AGREEMENT, CONTRACTOR shall obtain and provide insurance in the amounts and types of coverages required by the City's Risk Manager or the Risk Manager's designee ("Risk Manager") as are set out in the attached Exhibit B,the content of which exhibit is incorporated into this AGREEMENT by reference as if fully set out here in its entirety. CONTRACTOR shall provide immediate written notice if: (1) any of the required insurance policies is terminated or not renewed; (2) the limits of any of the required policies are reduced; or (3) the deductible or self- insured retention is increased. Upon written request, certified copies of the required insurance policies must be provided within thirty (30) days. CONTRACTOR's liability to AIRPORT shall be limited to those items covered and paid by CONTRACTOR's insurance policies as set out in Exhibit B. 7. Notice: All notices, demands, requests or approvals to be given under this AGREEMENT, shall be given in writing and conclusively shall be deemed served when delivered personally or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows: 7.1. All notices, demands, requests or approvals from CONTRACTOR to AIRPORT shall be addressed to: Corpus Christi International Airport 1000 International Drive Corpus Christi, Texas 78406 Attn: Airport Director 7.2. All notices, demands, requests or approvals from AIRPORT to CONTRACTOR shall be addressed to: Peter Coleton, President Vector Airport Systems 950 Herndon Parkway, Suite 460 Herndon, VA 20170 8. Independent Parties: The parties to this AGREEMENT will act in their independent capacities and, other than CONTRACTOR performing as a fiduciary for AIRPORT in the collection of landing fees, not as agents, employees, or partners of one another.AIRPORT, its officers, and employees shall have no control or direction over CONTRACTOR or any of CONTRACTOR's agents, employees, or subcontractors, except as otherwise provided herein. 9. Integrated Contract: This AGREEMENT represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modifications of this AGREEMENT will be effective only by written execution signed by both AIRPORT and CONTRACTOR and approved as to form by AIRPORT's Attorney. 10. Authority of Executor: The person executing AGREEMENT on behalf of AIRPORT certifies and represents that he/she has authority and power to bind AIRPORT to the obligations set forth herein and to sign on its behalf. The person executing AGREEMENT on behalf of CONTRACTOR certifies and represents that he/she has authority and power to bind CONTRACTOR to the obligations set forth herein and to sign on its behalf. 11. Waiver: A waiver by either party to this AGREEMENT of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein. 12. Successors in Interest: All terms and conditions of this AGREEMENT shall be binding upon and inure to the benefit of any successors in interest to the parties hereto. This clause shall not be deemed as a waiver of any prohibitions or conditions against assignment upon the merger or sale by CONTRACTOR to an unaffiliated party or entity of all or a substantial portion of CONTRACTOR'S business assets, with written notice to the AIRPORT identifying the assignee and any change to the location of the payment lockbox for payments. 13. Indemnification: CONTRACTOR to AIRPORT: The CONTRACTOR shall indemnify and hold harmless the AIRPORT, its officers, employees, agents and contractors from liabilities, damages, losses, and costs, including but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness or intentional wrongful conduct of CONTRACTOR and persons employed or utilized by CONTRACTOR in the performance of this AGREEMENT. AIRPORT to CONTRACTOR: To the extent allowed by the Laws of Texas, the AIRPORT hereby agrees to indemnify, defend, save, and hold harmless the CONTRACTOR from all claims, demands, liabilities, and suits of any nature arising out of, because of or due to any intentional or negligent act or occurrence, omission, or commission of the AIRPORT, its agents, or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the CONTRACTOR for its own negligence. These terms shall not be construed to waive any statutory rights provided to the AIRPORT. 14. No Personal Liability. Nome m be r, director,or officer or employee of either party shall be personally liable for the performance of either party's obligations under this AGREEMENT or on account of any breach thereof or because of its execution or attempted execution. 15. Public Information Requests. The parties acknowledge that the City is a Texas governmental entity subject to the Texas Public Information Act (the "Act"). Should City receive a request for disclosure of Confidential Information pursuant to the Act, City will promptly provide Contractor notice of such request in accordance with Section 552.305 of the Texas Government Code so that Contractor may avail itself of any opportunities to establish reasons why the information should be withheld prior to disclosing such Confidential Information. The burden of establishing the applicability of exceptions to disclosure of Confidential Information under the Act resides with Contractor. Should Contractor be unable to establish a valid exception from disclosure or exclusion from the Act or protective order, then City may release the information, solely to the extent necessary to comply with the Act. 16. City Council Funding Approval. 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 budget approval and appropriations specifically covering this AGREEMENT as an expenditure in the City's 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 a budget item providing for this AGREEMENT will be adopted, as that determination is within the City Council's sole discretion when adopting the budget. In the event funding is not budgeted for any future year of this AGREEMENT,the AGREEMENT terminates upon notice by and without recourse against the City, and payment for services completed up to and including the date of termination remain due and owing by the City. 17. Severability: If any provision of this AGREEMENT, or the application thereof, to any person or circumstances shall to any extent be held invalid or unenforceable,the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid and unenforceable, shall not be affected thereby, and each term and provision of this AGREEMENT shall be valid and be enforced to the fullest extent permitted by law unless one or both parties would be substantially and materially prejudiced. 18. Governing Law and Venue: This AGREEMENT shall be governed by, and construed in accordance with,the laws of the Texas, where this AGREEMENT is being entered into and will be performed. The courts of Texas shall have exclusive jurisdiction to hear any claim between the CONTRACTOR and the AIRPORT in connection with the AGREEMENT. Prior to filing any claim or action related to this AGREEMENT, the parties may, but shall not be obligated to, submit such claim or action to non- binding mediation before a mediator mutually agreeable to the parties. The parties shall share equally in the costs of mediation. 19. Force Majeure: In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of insurrection, war, fire or other casualty or other reason of a similar or dissimilar nature beyond the reasonable control of the party delayed in performing work or doing acts required under the terms of this AGREEMENT, then performance of such act shall be excused for the period of the actual delay attributable to such causes, and the period from the performance of any such act shall be extended for a period equivalent to the period of such delay (any such delay is herein referred to as an "Unavoidable Delay"). This Section shall not be applicable to the CONTRACTOR's obligations to procure insurance or to pay any Payments or any other sums, moneys, costs, charges or expenses required to be paid by the CONTRACTOR hereunder. If any provision of this AGREEMENT negates or limits the period of any force majeure extension, such provision shall override this Section. The CONTRACTOR shall not be entitled to an extension for any Unavoidable Delay unless the CONTRACTOR has given the AIRPORT written notice of the delay within a reasonable time notto exceed five(5)business days following the occurrence of the delaying event. 20. Nondiscrimination:Without limiting any other provision hereunder, CONTRACTOR shall comply with all applicable federal, state, and local laws, rules, and regulations regarding nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, pregnancy, disability, sexual orientation or other prohibited basis, including without limitation, the AIRPORT's Non-Discrimination Policy. All nondiscrimination rules or regulations required by law to be included in this AGREEMENT are incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the EXECUTION Date. [signature page to follow] CONTRACTOR: Vector Airport Systems. LLC By: Title: Name: Date: AIRPORT: The City of Corpus Christi,Texas By: Title: Name: Date: EXHIBIT A-Scope of Work("WORK") CONTRACTOR shall: Provide the PlanePass billing & collection service to manage the fees designated by the AIRPORT: • Landing Fees • Other fees implemented by AIRPORT, as communicated in writing to CONTRACTOR. o CONTRACTOR must agree i n w r i t i n g that other fees implemented do not materially change theScope of Work required to provide PlanePass service. o Other fees that require material changes to Scope of Work may require renegotiation and an amendment to CONTRACTOR'S fee stated in Section 4.2 of this AGREEMENT. Provide overall project management for each of the components listed,from procurement through, and including, training. 1. PlanePass Billing & Collection Service: Utilize PlanePass service to provide billing services once an aircraft is identified. The Vantage Aircraft ID System identifies billable operations, as defined by the AIRPORT, and tracks exempt aircraft, billable weights, and operations types (e.g. arrivals and departures). 1.1. Provide exemptions for AIRPORT-designated aircraft via batch upload from Excel spreadsheet(s). During the billing process, aircraft listed as exempt, and those under a specified weight, will be removed automatically from the billable activities to be invoiced. AIRPORT will continue to provide CONTRACTOR with updates to the exemptions list on a monthly basis. 1.2. Coordinate with AIRPORT staff to ensure that invoices generated on behalf of the AIRPORT are consistent with the AIRPORT's existing billing rate and policies. Produce accounting data in a standard format for import into the Airport's accounting system, as required. Provide electronic access to CONTRACTOR'S Customer Portal in order to allow AIRPORT customers to receive electronic invoices. All other invoices will be printed, sorted and mailed to customers by CONTRACTOR. 1.3. Provide customer service center access (live via phone and email) to all aircraft operator accounts to address and resolve questions regarding fees, invoices, payments and other customer service items that arise from issued invoices. 1.4. Provide Pilot Portal where aircraft operators can securely login to their account(s)to check billing status, print and review bills, and submit payment online. 1.5. Maintain PlanePass automated billing services including: billing, customer support, collection of fees, and reporting. 1.6. Enable web-based access by AIRPORT staff to collected data using Airport Portal. Data must be available to download into commercial off-the-shelf software program (Excel). 1.7. Provide collection system that automatically credits accounts for payments received, calculates operator balances, and tracks accounts receivable balances. 1.8. Process payments through a secure bank lockbox with proper and auditable cash controls.Within seven (7) days after the close of the month, provide Airport Manager with Collection Report for approval and electronically transfer collected funds to the AIRPORT in accordance with the CONTRACTOR'S service fee agreement outlined in the pricing section herein. 1.9. Provide ongoing client and user support. 2. Assigned Personnel: 2.1. CONTRACTOR shall assign only competent personnel to perform work hereunder. In the event that at any time AIRPORT, in its sole discretion, desires the removal of any person or persons assigned by CONTRACTOR to perform work hereunder, CONTRACTOR shall remove such person or persons immediately upon receiving written notice from AIRPORT. 2.2. Any and all persons identified in this AGREEMENT or any exhibit hereto as the project manager, project team, or other professional performing work hereunder are deemed by AIRPORT to be key personnel whose services were a material inducement to AIRPORT to enter into this AGREEMENT, and without whose services AIRPORT would not have entered into this AGREEMENT. CONTRACTOR shall not remove, replace, substitute, or otherwise change any key personnel without the prior written consent of AIRPORT. 2.3. If any of CONTRACTOR's personnel assigned to perform services under this AGREEMENT become unavailable due to resignation, sickness or other factors outside of CONTRACTOR's control, CONTRACTOR shall be responsible for timely provision of adequately qualified replacements. AIRPORT shall: 1. Airport Obligations: 1.1. AIRPORT Obligations -General: AIRPORT shall be obligated to use its best efforts to perform or provide the following: 1.1.1. Provide Information: AIRPORT shall make available to CONTRACTOR any documents, data, or information necessary for CONTRACTOR to plan and provide the services described in this AGREEMENT, and that are within AIRPORT's possession or control and are not confidential, privileged or subject to privacy protections. Examples of this data might be aircraft fee rates,collections records, based aircraft lists, etc. 1.1.2. Point of Contact:AIRPORT shall designate a representative authorized to act on behalf of AIRPORT for the duration of this AGREEMENT. 1.1.3. Timely Response: AIRPORT shall, within a reasonable time, examine documentation, correspondence, invoices, and statements submitted to AIRPORT for review by CONTRACTOR and respond as necessary within a reasonable time. 1.2. AIRPORT Obligations- PlanePass 1.2.1. Financial Point of Contact:AIRPORT shall designate a representative authorized to act on behalf of AIRPORT for the duration of this AGREEMENT in the capacity of reviewing PlanePass financial reports and interfacing with CONTRACTOR's PlanePass team from time to time on issues such as based aircraft lists, fee rate updates, airport fee policies, and exemption requests. 1.2.2. Fee Exemptions: AIRPORT shall not, during the Initial Term and any Renewal Term of this Agreement, bill aircraft included on exempt lists for fee types managed by CONTRACTOR; "exempt" is understood to mean not billed by any party. 1.2.3. Payments Received by AIRPORT: AIRPORT shall not purposefully engage in the acceptance and receipt of payments for aircraft operating fees billed by CONTRACTOR during the Initial Term and any Renewal Term of this Agreement. To ensure proper accounting, AIRPORT will transfer or remit to CONTRACTOR any payments inadvertently received for aircraft operating fees invoiced by CONTRACTOR. 1.2.4. Airport Policy: AIRPORT shall be responsible for setting AIRPORT policy as it pertains to aircraft fee billing and other matters that may involve CONTRACTOR and for communicating these policies to the appropriate AIRPORT stakeholders including the AIRPORT flying community. EXHIBIT B INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor (Vector Airport Systems, LLC) 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 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 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 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: $1,000,000 Per Occurrence 1. Commercial Broad Form 2. Premises—Operations 3. Products/ Completed Operations $10,000,000 Per Occurrence El 4. Contractual Liability 5. Independent Contractors $20,000,000 Per Occurrence ❑ 6. Personal Injury- Advertising Injury Required ® Not Required ❑ CRIME/EMPLOYEE DISHONESTY $200,000 Per Occurrence Contractor shall name the City of Corpus Christi, Texas as Loss Payee Required ® Not Required ❑ Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. Required ® Not Required ❑ 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 Agreement, 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 must 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 agreement. Failure to provide and to maintain the required insurance shall constitute a material breach of this agreement. 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. 2022 Insurance Requirements Ins. Req. Exhibit- Aviation Contracts for General Services Performed Onsite—Vector Airport Systems, LLC 08/04/2022 Risk Management—Legal Dept. CCIA'k _.O �iAvlllllk Corpus Christi International Airport Cha ter 9 ......... ........ Chapter 9 Revisions • Expands applicability of Landing Fees to be assessed on landing aircraft: • To all aircraft instead of just commercially operated aircraft. • To aircraft over 6,000 pounds or heavier, instead of 12,500 pounds or heavier • Measured by Maximum Landed Weight of aircraft CrI A Corpus Christi ��w International Airport Vector Airport Systems '- Rs • Custom built landing fee collection system, 99.6% collection rate • Captures 99% of aircraft IDs, calculates fees and bills aircraft operators • Highly transparent, efficient financial process used by 20+ airports PLANEPASS AIRCRAFT '' DATA FUSION ground-basetl PLANEPASS BACK OFFICE Tatellite-basetl� � ✓n acking Aircraft Ops ailling �at�ieeand Aeao"s Collect s [focal radar Fligbt king data nccou game,and /L} C77C 1 P mages �! g,aaa,= Pavme CeL� Cor us Christi .i miA01ft International Airport