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Agenda Packet City Council - 10/25/2022
o',A.,5r.,f,�r s City of Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 _ x w cctexas.com \ Meeting Agenda - Final-revised City Council Tuesday, October 25,2022 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 Chaplain Charles Antwine, Corpus Christi Police Department. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Norma Duran, Management Assistant, City Secretary's Office. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: 1. 22-1863 Introduction of Dr. Fauzia Khan, Director of Public Health for the Corpus Christi-Nueces County Health District 2. 22-1813 Introduction of Al Arreola Jr., newly appointed CEO of the United Corpus Christi Chamber of Commerce 3. 22-1865 Making Strides Against Breast Cancer- Awareness Walk on Saturday, October 29, 2022 City of Corpus Christi Page 1 Printed on 10/24/2022 City Council Meeting Agenda-Final-revised October 25, 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 4 - 13) 4. 22-1799 Approval of the October 18, 2022 Regular Meeting Minutes sponsors: City Secretary's Office Consent-Second Reading Ordinances 5. 22-1649 Ordinance authorizing the acceptance of a grant from the Commission on State Emergency Communication under the Texas 9-1-1 Entity subrecipient subaward grant contract in the amount of$317,845.60 for the implementation of the NexGen 9-1-1 system; and appropriating $317,845.60 in the Police Grants Fund.(Requires 2/3 Vote) sponsors: Police Department 6. 22-1684 Ordinance authorizing the acceptance of a grant from The Hartford in the amount of$10,000.00 to the Corpus Christi Fire Department to support community-wide fire safety education efforts and programming; and appropriating $10,000 into Fire Grant Fund. (Requires 2/3 Vote) sponsors: Fire Department 7. 22-1681 Ordinance authorizing a Water Arterial Transmission Grid Main Construction and Reimbursement Agreement ("Agreement") for up to $67,917.98 with MPM Development, LP ("Developer") for the construction of a water arterial transmission grid main line for a residential development located on Farm Road 43 (Weber Road) and West of County Road 33, East of Digger Lane, with a completion date of within 24 months; appropriating future revenues of$67,917.98 from the Water Arterial Transmission & Grid Main Trust Fund to reimburse the developer in accordance with the agreement. (District 3) (Requires 2/3 Vote) City of Corpus Christi Page 2 Printed on 10/24/2022 City Council Meeting Agenda-Final-revised October 25, 2022 Sponsors: Development Services 8. 22-1682 Ordinance authorizing an amendment in the amount of$1,801,799.00 to the Wastewater Lift Station, Gravity, and Force Main Line Construction and Reimbursement Agreement with The Mostaghasi Investment Trust, DBA Sun George Contracting Company, to construct the Wastewater Lift Station for River Ridge Unit 4; transferring $39,694.18 from the Wastewater Collection Line Trust Fund, $163,925.70 from the Water Distribution Main Trust Fund, and $615,966.67 from the Water Arterial Transmission & Grid Main Trust Fund to the Wastewater Trunk System Trust Fund; authorizing appropriation of$1,609,387.00 from the Wastewater Trunk System Trust Fund and transferring future revenues in the amount of$192,412.00 to reimburse the developer per the amended agreement. (District 1) (Requires 2/3 Vote) Sponsors: Development Services Consent- Contracts and Procurement 9. 22-1638 Motion authorizing a one-year service agreement with Carahsoft Technology Corporation of Reston, Virginia in the amount of$80,689.33, for the purchase of DocuSign Electronic Signature and Contract Routing Tool and related Support through the DIR Cooperative for City departments with FY 2023 funding available in the Information Technology Fund. (Requires 2/3 Vote) Sponsors: Information Technology Services and Finance &Procurement Consent- Capital Projects 10. 21-0485 Motion authorizing a professional services contract with Freese and Nichols, Inc., Corpus Christ, Texas, to provide design, bid, and construction phase services for Wesley Seale Dam Instrumentation Rehabilitation in an amount not to exceed $358,005.32, with FY 2023 funding available from Water Capital Fund. (Requires 2/3 Vote) Sponsors: Engineering Services, Water Utilities Department and Finance & Procurement 11. 22-0960 Resolution rejecting the bid of American Abatement, LLC as non-responsive and authorizing execution of a construction contract with Camacho Demolition, LLC Corpus Christi, TX as the lowest responsive, responsible bidder in the amount of$3,052,008.30 for the Broadway Wastewater Treatment Plant Demolition project, located in City Council District 1, with FY 2023 funding available from the Wastewater Capital Fund. (Requires 2/3 Vote) Sponsors: Engineering Services, Corpus Christi Water and Finance &Procurement General Consent Items City of Corpus Christi Page 3 Printed on 10/24/2022 City Council Meeting Agenda-Final-revised October 25, 2022 12. 22-1711 Motion approving the 2022 Property Tax Levy of$163,012,950.99 based on the adopted property tax rate of$0.620261 per$100 valuation, in accordance with Section 26.09 (e) of the Texas Tax Code. sponsors: Finance &Procurement 13. 22-1181 Resolution authorizing outside city limits water contract with MPM Development, LP to provide public water to Gemini Acres Unit 1. (Developer will work to achieve voluntary annexation for all future Units of Gemini Acres.) (Requires 2/3 Vote) sponsors: Development Services J. RECESS FOR LUNCH K. PUBLIC HEARINGS: (ITEMS 14 - 16) 14. 22-1733 Case No. 0922-01 Ryan Thurman (District 3): Ordinance rezoning property at or near 7017 Ayers Street, located along the west side of Ayers Street, south of Greenwood Drive, and east of the Crosstown Expressway (TX-286 N), from the "FR" Farm Rural District to the "I L" Light Industrial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommended approval of the zoning change from the "FR"Farm Rural District to the "IL"Light Industrial District.)(Req u i res 2/3 Vote) sponsors: Development Services 15. 22-1734 Case No. 0922-02 HEP Javelina Company, LLC: (District 1): Ordinance rezoning property at or near 1230 McBride, located along the east side of McBride Lane, north of Interstate 37 and south of Up River, from the "IL" Light Industrial District to the "IH" Heavy Industrial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval of the zoning change from the from the "I L" Light Industrial District to the "IH" Heavy Industrial District.)(Requires 2/3 Vote) sponsors: Development Services 16. 22-1735 Case No. 0922-03 Douglas N. and Jove Posey (District 1): Ordinance rezoning property at or near 14446 Northwest Boulevard, located along the northside of Northwest Boulevard, south of Riverwood Drive, and west of River Hill Drive, from the "RS-6" Single-Family 6 District and the "CG-2" General Commercial District to the "CG-2" General Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission recommend approval of the zoning change to the "CG-2" General Commercial District. Staff recommends denial of the zoning change to the "CG-2" General Commercial District and in lieu thereof approval of a "ON/SP" Neighborhood Office District with a Special Permit) (Requires 2/3 Vote) City of Corpus Christi Page 4 Printed on 10/24/2022 City Council Meeting Agenda-Final-revised October 25, 2022 Sponsors: Development Services L. INDIVIDUAL CONSIDERATION ITEMS: (ITEM 17) 17. 22-1566 Presentation and Ordinance adopting the North Beach Drainage Improvement Project Plan and repealing Ordinance No. 031970 authorizing a previous drainage solution.(Requires 2/3 Vote) Sponsors: Engineering Services M. FIRST READING ORDINANCES: (ITEMS 18 -24) 18. 22-1778 Ordinance authorizing the acceptance of a grant from the United States Department of Justice, Office of Justice Programs, Bureau of Justice Assistance, in an amount of$206,608.00 for the FY 2022 Edward Byrne Memorial Justice Assistance Grant program for the Corpus Christi Police Department to partially fund the purchase of 445 tasers as part of a previously approved five-year supply agreement; and appropriating $206,608.00 in the Police Grants Fund with $103,304.00 to be distributed to Nueces County based on an interlocal agreement and the remaining $103,304.00 to be used by the City.(Requires 2/3 Vote) Sponsors: Police Department 19. 22-1779 Ordinance accepting a grant in the amount of$94,500.00 from the State of Texas Governor's Homeland Security Grants Division for overtime and retirement for Corpus Christi Police Department sworn officers supporting law enforcement activities that help to reduce human-trafficking, drug smuggling, and other organized crime; and appropriating $94,500.00 in the Police Grants Fund.(Requires 2/3 Vote) Sponsors: Police Department 20. 22-1787 Ordinance accepting a grant in the amount of$20,000.00 from the State of Texas, Criminal Justice Division for Rifle-Resistant Body Armor for the Corpus Christi Police Department for the purchase of 40 additional pieces of rifle resistant body armor; and appropriating $20,000.00 in the Police Grants Fund.(Requires 2/3 Vote) Sponsors: Police Department 21. 22-1737 Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract between the Department of State Health Services (DSHS) and the Corpus Christi-Nueces County Public Health District (CCNCPHD) to add $72,379.00 for calendar year 2022, and $105,208.00 for calendar year 2023 to provide prevention and control services for Sexually Transmitted Diseases (STDs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS); and amending the operating budget.(Requires 2/3 Vote) Sponsors: Health Department 22. 22-1750 Ordinance authorizing execution of all documents necessary to accept, City of Corpus Christi Page 5 Printed on 10/24/2022 City Council Meeting Agenda-Final-revised October 25, 2022 amend, and appropriate a grant contract between the Department of State Health Services and the Corpus Christi-Nueces County Public Health District to add $48,348 with a City match of$9,670 for Tuberculosis Prevention and Control - Federal Grant Program to provide tuberculosis prevention and control services for the period January 1, 2023, through December 31, 2024; and amending the operating budget.(Requires 2/3 Vote) sponsors: Health Department 23. 22-1650 Ordinance authorizing a professional services contract with Hanson Professional Services Inc. in the amount of$143,057.50 for the Northwest Blvd Drainage Feasibility Study, an FY 2022 budget intitiative; appropriating $143,057.50 from unreserved fund balance in 1020 General Fund and amending the FY 2023 Public Works Operating Budget; Council District 1.(Requires 2/3 Vote) Sponsors: Engineering Services, Public Works/Street Department and Finance & Procurement 24. 22-1700 Ordinance authorizing Amendment No. 5 to the service agreement with Sec-Ops, Inc., for citywide security guard services in an amount not to exceed $410,904.13, with FY 2023 funding from various funds.(Requires 2/3 Vote) sponsors: Finance &Procurement N. BRIEFINGS: (NONE) O. EXECUTIVE SESSION: (ITEMS 25 -26) 25. 22-1789 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the case of in Lina Monique Garza, Richard Mojica, Individually and on Behalf of the Estate of Emilio Mojica, Deceased v. City of Corpus Christi, Texas; Phillip Peterson, in his individual capacity;Antonio Contreras, in his individual capacity; Zakquery Rodgers, in his individual capacity; and Jimmy Leal, in his individual capacity 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. 26. 22-1801 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the case of Graham Construction Services, Inc. v. City of Corpus Christi, Xylem Water Solutions and Atlas Copco Compressors v. Carollo Engineers, PC, Travelers Casualty and Surety Company, Control Panels USA, Inc. and Fluid Components International LLC, and City of Corpus Christi v. City of Corpus Christi Page 6 Printed on 10/24/2022 City Council Meeting Agenda-Final-revised October 25, 2022 Carollo Engineers, P.C. including potential consideration of settlement offers and/or fees for attorneys, engineers, other expert witnesses assisting in this case, deposition fees, and court costs, and updates on litigation in other cases. P. ADJOURNMENT City of Corpus Christi Paye 7 Printed on 10/24/2022 Fauzia Khan MBBS,MPH SUMMARY Accomplished public health physician with proven record of leading successful disease prevention and public health programs domestically and globally with expertise in program,financial, personnel, and stakeholder management, accreditation, and community development. Strong operational management skills with proficiency in budget and finance, staff supervision, implementing evidence-based practices, health, and wellness policy development and infodemic management. Extensive experience leading prevention programs in resource-constrained settings, e.g., Pakistan, Nigeria, South Sudan to support health system strengthening to achieve major public health goals in prevention of acute and chronic diseases. CAREER focus Experienced Leader: ■ Manage$86 Million COVID-19&Vaccine for Children grant and$90 Million vaccines'budget for the State of Oklahoma ■ Health Policy Fellow with the U.S.Congresswoman Diana DeGette and Congressman Alcee Hastings ■ Led and managed multi-disciplinary teams to scope,solution,propose and deliver on global projects ■ Strong strategy development,deployment,and program/project management skills ■ Accomplished grant/proposal writer with grant making and management skills. EXPERIENCE Immunization Service Director April 2019-Present Oklahoma State Department of Health (OSDH),OKC,OK • Immunization lead,for planning, implementation,and evaluation of COVID-19 vaccine response and other vaccine preventable public health emergencies. Activities include vaccine-planning, readiness for COVID-19 vaccines for pre and post vaccine arrival, ordering and distribution,collaboration with partners, providing technical assistance,quality improvement and training to local public health departments and providers. • Manage$86 Million COVID-19&Vaccine for Children grant and$90 Million vaccines'budget according to Federal and State guidelines. • Developed and staffed a 70-member team. Created career development and succession plans per the skill gap analysis of each team member. • Develop and maintain relationships with legal, HR services,finance, and communication amongst others as part of the COVID-19 program management in alignment with the Governor's office,legislative and regulatory policies. • Led grant making and Request for Proposal process for over 3S vendor partnerships and negotiated contract terms and performance standards. • Facilitate internal and external stakeholder meetings for purposes of identifying barriers to vaccine uptake and design strategies to overcome the challenges. • Oversee the Oklahoma State Immunization Information System operations.Work with a multidisciplinary team to collect,analyze,and interpret qualitative and quantitative data for use in program monitoring,decision making and reporting for both internal and external partners. • Principal Investigator for the Federal Vaccine for Children program and Co-PI,"Improving the delivery of HPV vaccine to Oklahoma's Adolescents" in partnership with Oklahoma University. • Oversee program activities to evaluate program effectiveness,support organization and preparation of information for reports, presentations,or other publications. Oversee use of Federal systems e.g., 'VTrckS', 'VaccineFinder'and 'Tiberius'.Ensure submission of daily CVRS file CDC. • Facilitate partnerships for the Oklahoma Immunization Advisory Committee, Immunization Communication workgroup and other stakeholders to address misinformation,strengthen immunization delivery and ensure high confidence for vaccinations across the life course. • Created Vaccine Equity Committee to eliminate disparities and improve vaccinated rates for the minority, underserved,vulnerable and disable population. • Work towards Improving the Oklahoma Health Improvement Plan's goals and objectives. 1 Evaluation and Interventions Officer-Aging and Public Health Oct 18-Mar 19 Institute of Public Health, Dublin,Ireland • Undertake evidence syntheses to inform policy and practice relating to ageing and public health. • Identify evaluation models to advise and assist with evaluations and assess impact of selected Government programs, policy and services. • Collate and analyze secondary data and produce briefings to help improve population health in Ireland North and South. • Contribute to the promotion of IPH by representing IPH to relevant outside bodies and events. American Public Health Association Fellowship in Government Jan 17-Jan 18 Brookings Legislative Fellow/Policy Advisor Office of Congressman Alcee L Hastings(FL-20),Washington,DC • Advised the Congressman on health care,education,appropriations and budget,environment,housing,science and technology legislation. • Analyzed legislation andregulationsto evaluate the effect on populations,public health, and constituents. • Tracked policy developments and provided internal updates to congressional staff and the Congressman. • Drafted press releases,congressional record statements and health care correspondence. Office of Congresswoman Diana DeGette (CO-01),Washington,DC • Provided guidance and recommendations for legislation related to Medicare, Medicaid, school-based programs, maternal,infant,and early childhood,Food and Drug Administration,laboratory diagnostic tests. • Accelerated the introduction of Health-related legislation in the House (Maternal Mortality Bill, Preventing Diabetes in Medicare)gathered support from Members,as well as interest groups. • Acquired co-sponsorship and support of health care legislation;monitored legislation on the House floor, provided the Member with information on health care votes. • Forged relationships with constituents, stakeholders, industry officials and interest groups to discuss Member's priorities. • Authored expert summaries, briefs, and memoranda on health care bills for the communication staff to assist them in developing press releases, mass mailings,and newsletters. • Briefed the Member in preparation for committee meetings and hearings and monitored legislative developments within Energy and Commerce Health Subcommittee. • Managed Health Care and Public Health appropriations Requests for the House Committee on Appropriations. Regional Partnership Consultant Sep 12-Dec 16 Oklahoma State Department of Health,Tulsa,OK • Developed, implemented, and evaluated high impact, county health improvement programs through community partnerships for Northeast Central Oklahoma. • Led a transformative tobacco free campaign that resulted in over 150 schools, business, restaurants, and religious institutions receiving Certified Healthy Status. • Coordinated $1.27M in winning grant proposals for four Oklahoma counties. • As PHAB trained site evaluator,assisted counties with preparation for accreditation. • Collaborated with multiple tribes, coalitions, city and county governments to reduce obesity, improve behavioral and children's health. • Provided technical consultancy in collaboration with city councils, local governments, and community coalitions to affect systems change to implement wellness policies and programs for chronic disease prevention. Project Director Mar 11-Jun 12 IntraHealth International INC-CDC.Juba,South Sudan • Oversaw a $3 million program to reduce the spread of HIV/AIDS in partnership with the Sudan People's Liberation Army, ministry of health, the South Sudan AIDS Commission, sub-grantees, and donors to create and implement a broad range of activities focusing on HIV prevention,treatment,care and support to over 30,000 troops and families. • Represented IntraHealth for HIV/AIDS policy and strategy exchanges and contributed to the organizational development of SPLA HIV/AIDS Secretariat. • Supervised 12 staff and coordinated with CDC South Sudan in development of annual Country Operation Plan FY 2011 Program Coordinator Sep 08-Jul 10 Institute of Human Virology Nigeria-University of Maryland-CDC,Abuja,Nigeria • Coordinated programmatic, managerial and analytical over site for $60 million annual/5 years program to provide treatment for 75,000 AIDS patients and prevention for another 150,000 clients. • Presented findings at International AIDS Society and International Association of Providers of AIDS Care Conferences. • Chaired"Mobile Services Committee"and member"IHVN Research Ethics committee" Public Health Consultant Aug 04-Jun 08 Contech Int'I Health Consultants, Lahore,Pakistan • Directed Primary Health Care and HIV/AIDS Preventive Services Program for Men Having Sex with Men (MSM), supervised staff of 40 MSM peer educators. Evidence based behavior change interventions shared at 17th International AIDS Conference • Coauthored minimum service delivery standards of health, international best practices and standard operating procedures and protocols for primary and secondary care for Punjab province reaching over 2,800 facilities. • Developed provincial& national reports to assist preparation of MOH's Strategic Plan for Malaria Control. • Assisted with Vaccine Logistics Management System consultancy for Expanded Program of Immunization. Epidemiologist Feb 06-Jul 06 Nai-Personnel, Global AIDS Program,Centers for Disease Control and Prevention,Atlanta,USA • Served the Making Medical Injections Safer Project, performed literature searches/reviews, identified treatment guidelines,alternative regimens to parenteral therapy for killer diseases in PEPFAR countries • Identified key issues discussed during the interviews with the disease experts • The recommendations to develop injection safety programs and interventions were shared by CDC at WHO Safe Injection Global Network meeting in Mexico EDUCATION • CPM(Certified Public Manager')Continuing. Oklahoma Office of Management and Enterprise Services-OK • MPH(Master of Public Health) Emory University-Atlanta, USA • MBBS(Bachelor of Medicine and Surgery),equivalent to MD in the US,Quaid-e-Azam University-Islamabad,Pakistan CERTIFICATES • Infodemic Manager Training,World Health Organization • Research Ethics Certificate Course,John Hopkins and Agha Khan University. • Health in Complex Emergencies, Rollins School of Public Health/CDC FOREIGN ASSIGNMENTS • Pakistan,Nigeria,South Sudan, USA, Republic of Ireland,and Northern Ireland. NON-PROFIT LEADERSHIP POSITIONS • Tulsa Day Center for the Homeless, Inc.—Member Operations Committee 3 • Stone Soup Community Venture-Chair,Governance Committee • Mental Health Association of Oklahoma -Member Diversity Committee • Community Health Improvement Organization Tulsa and Washington County-Board Member • Turning Point Annual Conference and Policy Day—Member Planning Committee AWARDS • 2017 American Public Health Association-Fellowship in Government • 2015 Oklahoma Public Health Leadership Institute Certificate • 2013 Leadership Tulsa Community Education Program • 2005 Fulbright Scholarship • 2005 Population Leadership in Reproductive Health • 2004 Leadership in Development Mechanism Volunteer Assignments • International One Health Pandemic Summit(IOHPS) planning committee 2022 • American Public Health Association(APHA)Conference Abstract Reviewer 2022 • Association of Immunization Managers Leadership in Action Conference Planning Committee 2022 Community Service: • 2014-2015 1 Tulsa Day Center for the Homeless, Inc. I Tulsa,OK I Operations Committee Member • 2014-2015 Stone Soup Community Venture I Tulsa,OK I Chair,Governance Committee • 2013—2014 Mental Health Association of Oklahoma I Tulsa,OK I Diversity Committee Member • 2014-2016 1 Community Health Improvement Organization I Tulsa and Washington County,OK I Board Member • 2012-2016 1 Turning PointAnnuol Conference and Policy Day/ Planning Committee United Corpus Christi Chamber of Commerce yl� New C •/P reside • Name:AI Arreola,Jr • Former CEO of South Texas Business Partnership in San Antonio,Texas from 203.4 to 2022 • Former Executive Director of Del Rio Chamber of Commerce from 203.0 to 203.4 • Graduate of Texas A&M University in Corpus Christi • San Antonio Business Journal's 2016, 40 under 40 Class City of Corpus Christi 1201 Leopard Street � Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday, October 18,2022 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 11:34 a.m. B. Invocation to be given by Father Thomas Bartz, Priest at St. Nicholas Greek Orthodox Church. Father Thomas Bartz, Priest at St. Nicholas Greek Orthodox Church, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Alexander Tamayo, 8th Grade Student at Roy Miller High School and Metro School of Design. Alexander Tamayo, 8th Grade Student at Roy Miller High School and Metro School of Design, 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, Senior Assistant City Attorney Buck Brice 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. 1. 22-1793 Flags for Heroes City Manager Zanoni reported on the 5th Annual Flags for Heroes event hosted by the Rotary Club of Corpus Christi. The flags will be placed along Ocean Drive. The cost to sponsor a flag is $50, and the money goes to the Rotary Club which is used for City of Corpus Christi Page 1 Printed on 1012112022 City Council Meeting Minutes October 18, 2022 scholarships and local projects in the community. The City of Corpus Christi sponsors 80 flags. This year the City will designate 45 flags to the Mayor and Council so they can pick a local hero to honor. The remaining 35 flags will be distributed to City Executives. President of the Rotary Club of Corpus Christi Alan Wilson stated that the Flags for Heroes will be held from November 5-13, 2022. The following events are planned: November 7, 2022, Dedication Ceremony at 6:00 p.m.; November 11, 2022, Honk Your Horn for Your Heroes from 5:00 to 5:45 p.m.; and Taps at Ropes Park at 6:00 p.m. 2. 22-1791 American Bank Center/OVG Update City Manager Zanoni presented information on the following topics: about Oak View Group; unmatched regional resources; American Bank Center Transition; leadership team; and facility assessment. City Manager Zanoni introduced the OVG leadership team as follows: General Manager of OVG 360 Daniel Melise, General Manager of OVG Hospitality Cynthia Woods, and Director of Operations of OVG 360 Jeff Butcher. Assistant Director of Aviation Elsy Borgstedte serving as liaison to the American Bank Center as a special assignment presented information on the following topics: convention center and local events efforts; and upcoming events. Council Members and Assistant Director Borgstedte discussed the following topics: the completion date for the terrace renovation; and a Council Member's concern about the lack of traffic control at the American Bank Center during events. F. PUBLIC COMMENT Mayor Guajardo opened the public comment period at 12:10 p.m. John Weber, 609 Naples St., spoke about his concern about natural gas. G. BOARD &COMMITTEE APPOINTMENTS: (NONE) I. CONSENT AGENDA: (ITEMS 3 - 9) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Staff pulled Item 4 for individual consideration. City Manager Zanoni postponed Item 7 until October 25, 2022. A motion was made by Council Member Barrera, seconded by Council Member Lerma to approve the Consent Agenda with the exception of Items 4 and 7. The motion carried by the following vote: City of Corpus Christi Page 2 Printed on 1012112022 City Council Meeting Minutes October 18, 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 3. 22-1748 Approval of the October 11, 2022 Regular Meeting Minutes The Minutes were approved on the consent agenda. Consent-Second Reading Ordinances 4. 22-1489 Case No. 0622-02, Diamond Beach Holdings (District 4): Ordinance rezoning property at or near 14353 Commodores Drive, located along the south side of Commodores Drive, north of Whitecap Boulevard, and west of South Padre Island Drive from the "RS-4.5 Single-Family 4.5 District, "RS-6" Single-Family 6 District, "CR-2" Resort Commercial District to the "RS-4.5/PUD" Single-Family 4.5 District with a Planned Unit Development Overlay; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommended approval)(Requires 2/3 Vote) Mayor Guajardo referred to Item 4. Director of Development Services Al Raymond stated that some of the maps on the presentation didn't align with the maps in the ordinance, so staff substituted Planned Unit Development maps Exhibits A, C, F and H so the maps align. Council Member Smith made a motion to amend the ordinance to substitute Exhibits A, C, F and H as presented by staff, seconded by Council Member Hunter and passed unanimously. Council Member Pusley made a motion to approve the ordinance as amended, seconded by Council Member Smith. This Ordinance was passed on second reading as amended and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Lerma, Council Member Martinez, Council Member Molina, Council Member Pusley and Council Member Smith Abstained: 0 Enactment No: 032890 5. 22-1624 Case No. 0622-03 Amidon Holdings (District 4): Ordinance rezoning a property at or near 2101 Laguna Shores Road, located along the east side of Laguna Shores Road, and south of Lola Johnson Road from the "RS-6" Single-Family 6 District to the "CR-1" Resort Commercial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval)(Requires 2/3 Vote) City of Corpus Christi Page 3 Printed on 1012112022 City Council Meeting Minutes October 18, 2022 This Ordinance was passed on second reading on the consent agenda. Enactment No: 032891 6. 22-1717 Ordinance appointing Douglas K. DeFratus, William Holt Feemster, Mariana Garza, and Mario A. Olivarez as part-time judges of the Municipal Court of Record in the City of Corpus Christi; determining salary; providing a term of office; and declaring an effective date, as recommended by the Municipal Court Committee. This Ordinance was passed on second reading on the consent agenda. Enactment No: 032892 Consent- Capital Projects 7. 22-0960 Resolution rejecting the bid of American Abatement, LLC as non-responsive and authorizing execution of a construction contract with Camacho Demolition, LLC Corpus Christi, TX as the lowest responsive, responsible bidder in the amount of$3,052,008.30 for the Broadway Wastewater Treatment Plant Demolition project, located in City Council District 1, with FY 2023 funding available from the Wastewater Capital Fund. (Requires 2/3 Vote) This Item was postponed until October 25, 2022. General Consent Items 8. 22-1617 Resolution authorizing the submission of a grant application for $220,085.00 to the State of Texas under the FY 2023 Bullet-Resistant Shield Grant for the purchase of 32 new bullet-resistant shields for the Corpus Christi Police Department. This Resolution was passed on the consent agenda. Enactment No: 032893 9. 22-1587 Motion authorizing a three year Office Lease Extension Agreement with UC Wilson Plaza Holder, LLC of Corpus Christi, Texas for lease of North Suite No 113 A in Wilson Plaza (5,503 square feet) for the operation of the City Detention Center for an amount not to exceed $275,865.48, with first-year funding in the amount of$91,955.16 available in the General Fund, beginning in Fiscal Year 2023. (Requires 2/3 Vote) This Motion was passed on the consent agenda. Enactment No: M2022-155 J. RECESS FOR LUNCH: (NONE) City of Corpus Christi Page 4 Printed on 1012112022 City Council Meeting Minutes October 18, 2022 K. PUBLIC HEARINGS: (NONE) L. INDIVIDUAL CONSIDERATION ITEMS: (NONE) M. FIRST READING ORDINANCES: (ITEMS 10 - 13) 10. 22-1649 Ordinance authorizing the acceptance of a grant from the Commission on State Emergency Communication under the Texas 9-1-1 Entity subrecipient subaward grant contract in the amount of$317,845.60 for the implementation of the NexGen 9-1-1 system; and appropriating $317,845.60 in the Police Grants Fund.(Requires 2/3 Vote) Mayor Guajardo referred to Item 10. Mayor Guajardo opened public comment. There were no comments from the Council or the public. Mayor Guajardo closed public comment. Council Member Pusley made a motion to approve the ordinance, seconded by Council Member Molina. 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 11. 22-1684 Ordinance authorizing the acceptance of a grant from The Hartford in the amount of$10,000.00 to the Corpus Christi Fire Department to support community-wide fire safety education efforts and programming; and appropriating $10,000 into Fire Grant Fund. (Requires 2/3 Vote) Mayor Guajardo referred to Item 11. Mayor Guajardo opened public comment. There were no comments from the Council or the public. Mayor Guajardo closed public comment. Council Member Pusley made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: City of Corpus Christi Page 5 Printed on 1012112022 City Council Meeting Minutes October 18, 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 12. 22-1682 Ordinance authorizing an amendment in the amount of$1,801,799.00 to the Wastewater Lift Station, Gravity, and Force Main Line Construction and Reimbursement Agreement with The Mostaghasi Investment Trust, DBA Sun George Contracting Company, to construct the Wastewater Lift Station for River Ridge Unit 4; transferring $39,694.18 from the Wastewater Collection Line Trust Fund, $163,925.70 from the Water Distribution Main Trust Fund, and $615,966.67 from the Water Arterial Transmission & Grid Main Trust Fund to the Wastewater Trunk System Trust Fund; authorizing appropriation of $1,609,387.00 from the Wastewater Trunk System Trust Fund and transferring future revenues in the amount of$192,412.00 to reimburse the developer per the amended agreement. (District 1) (Requires 2/3 Vote) Mayor Guajardo referred to Item 12. Director of Development Services Al Raymond presented information on the following topics: amendment to reimbursement agreement; River Ridge Unit 4; project map; trust fund balance; and staff recommends approval. Council Members and Director Raymond discussed the following topics: a Council Member's concern about a significant drainage issue in this area; and a Council Member's request about the wastewater acreage fees. 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 Hunter. 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 13. 22-1681 Ordinance authorizing a Water Arterial Transmission Grid Main Construction and Reimbursement Agreement ("Agreement") for up to $67,917.98 with MPM Development, LP ("Developer") for the construction of a water arterial transmission grid main line for a residential development located on Farm Road 43 (Weber Road) and West of County Road 33, East of Digger Lane, with a City of Corpus Christi Page 6 Printed on 1012112022 City Council Meeting Minutes October 18, 2022 completion date of within 24 months; appropriating future revenues of $67,917.98 from the Water Arterial Transmission & Grid Main Trust Fund to reimburse the developer in accordance with the agreement. (District 3) (Requires 2/3 Vote) Mayor Guajardo referred to Item 13. Director of Development Services Al Raymond presented information on the following topics: project map; trust fund balance; and staff recommends approval. Council Members and Director Raymond discussed the following topic: the impact fees are critical to balance the funds. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Pusley 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 N. BRIEFINGS: (NONE) O. EXECUTIVE SESSION: (NONE) P. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 12:40 p.m. City of Corpus Christi Page 7 Printed on 1012112022 so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of October 18, 2022 1852 Second Reading for the City Council Meeting of October 25, 2022 DATE: October 18, 2022 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(a)-cctexas.com (361) 886-2603 Approval to accept a grant award from the Commission on State Emergency Communication under the Texas 9-1-1 Entity subrecipient subaward grant contract CAPTION: Ordinance authorizing the acceptance of a grant from the Commission on State Emergency Communication under the Texas 9-1-1 Entity subrecipient subaward grant contract in the amount of $317,845.60 for the implementation of the NexGen 9-1-1 system; and appropriating $317,845.60 in the Police Grants Fund. SUMMARY: This ordinance authorizes the acceptance of a grant and appropriation of funds from the Commission on State Emergency Communications to cover the cost of implementing the NexGen 9-1-1 (NG9-1-1) service including equipment and administration costs. BACKGROUND AND FINDINGS: In May 2021, the Texas Legislature passed House Bill 2911 (HB 2911) amending the Health and Safety Code Chapter 771 to establish September 1, 2025, as the target date for "all parts of the state [to] be covered by next generation 9-1-1 service." HB 2911 includes new the Health and Safety Code § 771.0713 creating the NG9-1-1 Fund and authorizing it to be funded with "Coronavirus State and Local Fiscal Recovery Funds under Section 9901 of the American Rescue Plan Act of 2021 (Pub. L. No. 117-2) or from any other federal governmental source for purposes of this chapter." The evolution of emergency calling beyond the traditional voice 9-1-1 call has caused the City's current E9-1-1 system to no longer be able to support the needs of the future. Instead, the modern NG9-1-1 network replaces the existing 9-1-1 network which only carries voice and very limited data. The new NG9-1-1 system will allow a caller to send information to dispatchers about an emergency through videos, text messages, or photos. In order to take advantage of the NG9-1-1 system, the City's current 9-1-1 network must be upgraded to high-speed broadband. MetroCom 911 services all of Nueces County and will continue to do so with the upgrade to NG9-1-1. CCPD presented this item to the MetroCom Operations Committee, where it was agreed upon during the FY 2023 Budget process. The NexGen 911 upgrade and budget were presented to the MetroCom Board on July 18,2022 and were approved by both the Mayor and County Judge. Upon approval of this item by City Council, CCPD and the IT Department will begin the following processes: • Verify GIS mapping • 911 Call Routing and Location • NG 911 ESlnet Updgrade • Next Gen 911 Core services upgrade • Integrate PSAP 911 call taking systems and NexGen applications • Integrate security systems into network • Operational planning, training, and implementation The overall timeline is expected to take one year to complete. It will be based on the bid process, CAD upgrade completion, and mapping accuracy. CCPD expects to go out for bid by November 2022. In order to receive funding for this project, the City had to submit a grant application in July 2022 which contained the specifics of the NG9-1-1 Grant project, including a project plan and a budget plan detailing implementation of the NG9-1-1 project. The grant budget period is October 1, 2022, to December 31, 2024. ALTERNATIVES: The alternative is not to accept the grant. However, this will create a risk for not implementing NG9- 1-1 by the mandated date of September 1, 2025. FINANCIAL IMPACT: There is no financial impact at this time. There is no cash match required. Funding Detail Fund 1061 Police Grant Fund Mission Element: 152 Account: 520090— Minor Tools & Equipment RECOMMENDATION: Staff recommends accepting and appropriating the grant award, as presented. LIST OF SUPPORTING DOCUMENTS: Signed contract document Ordinance authorizing the acceptance of a grant from the Commission on State Emergency Communication under the Texas 9- 1-1 Entity subrecipient subaward grant contract in the amount of $317,845.60 for the implementation of the NexGen 9-1-1 system (NG9-1-1); and appropriating $317,845.60 in the Police Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1: The City Manager or designee is authorized to execute all documents necessary to accept a grant from the Commission on State Emergency Communication under the Texas 9-1-1 Entity subrecipient subaward grant contract in the amount of $317,845.60. SECTION 2: $317,845.60 from the Commission on State Emergency Communication is appropriated in the No. 1061 Police Grant Fund. 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 COMMISSION ON STATE EMERGENCY COMMUNICATIONS SEC Next Generation 9- 1 - 1 Fund CSEC - TEXAS 9- 1 -1 ENTITY SUBRECIPIENT SUBAWARD GRANT CONTRACT TABLE OF CONTENTS TABLEOF CONTENTS..........................................................................................................................2 SECTION1: INTRODUCTION .....................................................................................................4 SECTION2: INDUCEMENTS.......................................................................................................4 SECTION 3: CONTRACT DOCUMENTS,ORDER OF PRECEDENCE..................................................6 SECTION 4: EFFECTIVE DATE, CONTRACT TERM, PERIOD OF PERFORMANCE..............................6 SECTION5: SUBAWARD ...........................................................................................................7 SECTION6: GRANT APPLICATION .............................................................................................8 SECTION7: PROCUREMENTS....................................................................................................9 SECTION 8: GENERAL TERMS AND CONDITIONS......................................................................12 SECTION 9: ELIGIBLE USES AND ELIGIBLE COSTS......................................................................13 SECTION10: INELIGIBLE COSTS.................................................................................................15 SECTION11: COST PRINCIPLES .................................................................................................15 SECTION 12: COST SHARING/MATCH........................................................................................15 SECTION 13: FUNDING OF SUBAWARD AND FINANCIAL MANAGEMENT....................................15 SECTION 14: REQUEST FOR REIMBURSEMENT..........................................................................16 SECTION 15: REPORTING AND ANNUAL CERTIFICATION............................................................18 SECTION 16: RISK ASSESSMENT, MONITORING, NOTIFICATION OF PROBLEMS,AND CORRECTIVE ACTION PLAN 19 SECTION 17: RECORD RETENTION AND ACCESS.........................................................................20 SECTION 18: SUBRECIPIENT COMPLIANCE ................................................................................20 SECTION19: CLOSEOUT...........................................................................................................21 SECTION 20: AUDIT REQUIREMENTS ........................................................................................21 SECTION 21: FEDERAL CONTRACT PROVISIONS.........................................................................22 SECTION 22: CONTACT INFORMATION,CONTRACT MANAGERS, AND NOTICES .........................32 Page 2 of 59 SECTION 23: UNIFORM STATE OF TEXAS ASSURANCES..............................................................33 SECTION 24: CONTRACT CONSTRUCTION..................................................................................35 ATTACHMENT 1: OOG CSFRF TERMS AND CONDITIONS...................................................................39 ATTACHMENT 2: REQUEST FOR REIMBURSEMENT..........................................................................40 ATTACHMENT 3: TIME AND EFFORT ATTESTATION..........................................................................44 ATTACHMENT 4: QUARTERLY FINANCIAL AND COMPLETION PROGRESS REPORTS...........................47 ATTACHMENT 5: ANNUAL PERFORMANCE REPORT.........................................................................50 ATTACHMENT6: RISK ASSESSMENT................................................................................................55 ATTACHMENT 7: CERTIFICATION REGARDING LOBBYING ................................................................58 Page 3 of 59 SECTION 1 : INTRODUCTION THIS CSEC—TEXAS 9-1-1 ENTITY SUBRECIPIENT SUBAWARD GRANT CONTRACT,' including all appendices, attachments, exhibits, and any other referenced documents (collectively,the "Contract"), is made and entered by and between the Commission on State Emergency Communications ("CSEC" or "Commission"), a state agency having its principal offices at 1801 N. Congress Avenue, Suite 11.100, Austin,Texas 78701, and City of Corpus Christi Police Department a Texas 9-1-1 Entity2 with its principal place of business at 321 John Sartain Corpus Christi,TX 78401. If 9-1-1 Entity(ies) is represented by an authorized agent representative,the authorized representative's name is Chief of Police Mike Markle, with its principal place of business at 32.1 John Sartain Corpus Christi,Texas 78401. If authorized representative represents more than one 9-1-1 Entity, each represented entity and its principal place of business is included above. By executing this Contract,the authorized representative represents that it has the requisite authority or has obtained the requisite authority to bind the 9-1-1 Entity(ies) to the terms and conditions of this Contract to the same extent as if each 9-1-1 Entity executed the Contract.The term "Subrecipient" refers to the 9-1-1 Entity(ies) and, as applicable, its authorized representative.The terms "Party" and "Parties" refers to the Commission and the Subrecipient individually and collectively unless the context clearly indicates otherwise. This Contract does not exhaustively address all federal regulations applicable to Subrecipient and its Next Generation 9-1-1 Service Project("NG9-1-1 Grant Project"). Subrecipient warrants that prior to completing and executing the Contract that it independently reviewed and informed itself of the requirements applicable to it as a Subrecipient including the U.S. Department of Treasury's ("Treasury") Coronavirus State and Local Fiscal Recovery Fund regulations (the Final Rule at 31 C.F.R.Subtitle A, Part 35 Sart A,), Overview of Final Rule, Final Rule: Freguently Asked Questions, Compliance and Reporting Guidance; and the Uniform Administrative Requirements, Cast Principles, and Audit Requirements for Federal Awards (2 C.F.R. Subtitle A, Chapter 1„1, Part 200) (the "Uniform Guidance"). SECTION Z: INDUCEMENTS In March 2021 Congress enacted the American Rescue Plan Act of 2021 ("ARPA"), including Subtitle M— Coronavirus State and Local Fiscal Recovery Funds ("CSFRF" 42 U.S.C. § 802 et. seq.). ARPA appropriated $219 billion to States, territories, and Tribal governments to mitigate the fiscal effects stemming from the public health emergency with respect to the Coronavirus Disease and pandemic ("COVID-19"). ' 2 C.F.R. §200.1: Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass-through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program.A subaward may be provided through any form of legal agreement,including an agreement that the pass-through entity considers a contract. (Emphasis added.) z"Texas 9-1-1 Entity" means a Regional Planning Commission as defined in Health and Safety Code§771.001(10) to the extent it provides access to"9-1-1 service" as defined in §771.001(6), or an Emergency Communication District as defined in §771.001(3).A"Texas 9-1-1 Entity" is synonymous with the term "9-1-1 administrative entity" as defined in Public Utility Commission of Texas rule 26.5(280). Page 4 of 59 In May 2021,the Texas Legislature passed House Bill 2911 ("HB 2911") amending Health and Safety Code Chapter 771 to establish September 1, 2025, as the target date for"all parts of the state [to] be covered by next generation 9-1-1 service." HB 2911 includes new Health and Safety Code § 771.0713 creating the Next Generation 9-1-1 Fund ("NG9-1-1 Fund") and authorizing it to be funded with "Coronavirus State and Local Fiscal Recovery Funds under Section 9901 of the American Rescue Plan Act of 2021 (Pub. L. No. 117--2) or from any other federal governmental source for purposes of this chapter." In October 2021, and per rulemaking authority provided in HB 2911,the Comptroller of Public Accounts adopted rule 34 Tex, Admin. Code§ 5.408 designating the Commission as the administrator of the NG9- 1-1 Fund. At its November 16, 2021, open meeting, the Commission designated to its Executive Director the "authority to administer the Next Generation 9-1-1 service fund created by HB 2911." In November 2021, the Texas Legislature passed Senate Bill 8 3rd Special Session ("SB 8"). SS 8 Section 30 appropriates$150 million CSFRF funds to the NG9-1-1 Fund "for the deployment and reliable operation of next generation 9-1-1 service, including equipment and administration costs, during the two-year period beginning on the effective date of this Act from money received by this state from the Coronavirus State Fiscal Recovery Fund." Per Section 51, funding of the NG9-1-1 Fund is provided: [l]n accordance with 42 U.S.C. Section 802(c)(1)(C),which allows money from the Coronavirus State Fiscal Recovery Fund to be used to provide government services to the extent of a reduction in the revenue of a state government caused by the COVID-19 public health emergency relative to revenues collected in the most recent full fiscal year of the state government that ended before that emergency. Per Health and Safety Code § 771.0713(f), all money in the NG9-1-1 Fund must be distributed by December 31, 2022, and be spent by December 31, 2024. (For more information see infra. Period of Performance.) Per subsection 771.0713(g), section 771.0713 creating the NG9-1-1 Fund expires on September 1, 2025. On April 6, 2022, following submission by the Commission of a grant application, the Office of the Governor("OOG") awarded the Commission $150 million in CSFRF funds per SB S.' By the terms of the award: CSEC is responsible for ensuring compliance with all federal and state laws and guidance from the United States Department of the Treasury, including, but not limited to, as reflected in the Coronavirus State Fiscal Recovery Fund terms and conditions agreed to by CSEC in eGrants. In addition,to the extent any of these funds are not used, or to the extent another source of funds becomes available, please return these funds to the Office of the Governor. On April 14, 2022,the Commission's Executive Director accepted the OOG's terms and conditions agreement "applicable to payments distributed in the form of grants to state agencies or local units of governments from the Coronavirus State Fiscal Recovery Fund."' (To the extent applicable to a 3 OOG Notice of Award to the Commission(April 6, 2022). 'OOG Coronavirus State Fiscal Recovery Fund Terms and Conditions Agreement. Page 5 of 59 Subrecipient, the OOG's terms and conditions of the Commission's Award are incorporated herein by reference.) May 17, 2022,the Commission voted to allocate the NG9-1-1 Fund to 70 (out of 77)Texas 9-1-1 Entities expressing interest in applying for a Subrecipient grant award. In the summer of 2022, Subrecipient submitted to the Commission its Grant Application (the "Application," the final accepted version of which—including as amended and approved by the Commission—is incorporated herein by reference). NOW,THEREFORE, in consideration of the inducements, mutual promises and covenarts contained herein, and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged,the Commission and Subrecipient agree as follows: SECTION 3 : CONTRACT DOCUMENTS, ORDER OF PRECEDENCE 3.1 Contract Documents. The documents comprising the Contract are as follows (all of which are incorporated by reference unless otherwise specified): 1. The Contract (this document including Attachments); 2. Subrecipient's Approved Grant Application as amended (collectively,the "Grant Application") consisting of: a. 9-1-1 Entity Application Checklist; b. Appendix A 9-1-1 Entity Certification; c. Federal Forms SF-424, SF-424B, SF-424D, CD-511, and SF-LLL(if applicable); d. Applicant Project Plan; e. Applicant Budget Plan; f. Applicant's Uniform Guidance–Procurement Standards Compliance; Worksheet(s); 3. The Commission's grant application to the Office of the Governor("OOG"); 4. OOG Award to the Commission (April 6, 2022, letter); and 5. OOG's Coronavirus State Fiscal Recovery Fund Terms and Conditions Agreement (accepted by the Commission on April 14, 2022). For purposes of the Contract, "Grantee" refers to Subrecipient; "OOG" refers to the Commission; and "Parties" refers to Subrecipient and the Commission. (Incorporated herein as Attachment 1.) 3.2 Order of Precedence. In the event of a conflict between the documents comprising the Contract, the order of precedence is: OOG documents (including Commission grant application and Terms and Conditions agreement); the Contract; and Subrecipient's Approved Grant Application (as amended). SECTION 4: EFFECTIVE DATE, CONTRACT TERM, PERIOD OF PERFORMANCE 4.1 Effective Date and Contract Term.The Contract is effective as of the date of the last Party signature on the Contract (the "Effective Date").The term of the Contract is from the Effective Date until the earlier of Subrecipient's completion of its Commission-approved NG9-1-1 Grant Project or the end of the Period of Performance (the "Contract Term"). Notwithstanding the preceding, the Contract expires no later than March 31, 2025, which is 90 days after the end of the Period of Performance. Page 6 of 59 4.2 Period of Performance. Per SB 8 the Period of Performance begins on November 8, 2021, (effective date of 513 8)and runs through December 31, 2024 (the "Period of Performance"). Only eligible costs incurred during the Period of Performance are eligible for reimbursement. NOTES: (1) Per OOG direction, the Commission's funding of Subrecipient grant awards is on a reimbursement basis. (2) Per OOG direction,the Commission and Subrecipients must receive all goods and services by no later than December 31, 2024. 4.2.1 Per HB 2911, SB 8, and specifically the OOG's Award to the Commission, "the Office of the Governor understands that this appropriation shall be distributed not later than December 31, 2022, and the money distributed -shall be spent not later than December 31, 2024, for, as authorized by other law, the deployment and reliable operation of next generation 9-1-1 service, including equipment and administration costs." 4.2.2 Subrecipient is precluded from incurring, or seeking reimbursement, for any costs before or after the Period of Performance; and the Commission is precluded from reimbursing Subrecipient for any costs incurred before or after the Period of Performance.To the extent procured in compliance with the Uniform Guidance as documented in Subrecipient's Grant Application (specifically, the Uniform Guidance Procurement Compliance Worksheet(s)), Subrecipient may utilize the contract or other form of agreement resulting from a procurement conducted priorto the Period of Performance. Reimbursable costs under such a pre-Period of Performance procurement are limited to incurred costs for which 9-1-1 Entity became obligated to pay during the Period of Performance. 4.2.2.1 By way of example: Subrecipient conducts a Uniform Guidance compliant procurement resulting in a six-year award beginning on January 1, 2020, and expiring on December 31, 2025. Only those eligible costs for which Subrecipient became obligated to pay for during the Period of Performance are eligible for reimbursement. Pre-payment by Subrecipient is authorized and eligible for reimbursement only for goods and services actually received during the Period of Performance. 4.2.3 Per 2 C.F.R. 200.1 the Period of Performance "means the total estimated time interval between the start of an initial Federal award and the planned end date, which may include one or more funded portions, or budget periods. Identification of the period of performance in the Federal award per§ 200.211(b)(5) does not commit the awarding agency to fund the award beyond the currently approved budget period." Period of Performance means the time during which the Subrecipient may incur new obligations to carry out the work authorized under the Contract. 4.2.4 Per the Final Rule, the federal Period of Performance is March 1, 2021, through December 31, 2026; with all costs incurred (i.e., obligated) by no later than December 31, 2024. SECTION 5 : SUBAWARD 5.1 The Commission makes a Subaward of appropriated CSFRF funds in the NG9-1-1 Fund in the not to exceed amount of$317,845.60.The Subaward amount equals the total of all eligible costs (including to the extent applicable Subrecipient's internal direct and indirect costs) as provided in Subrecipient's Budget Plan. 5.2 As of the Contract Effective Date, and per the requirements for pass-through entities applicable to the Commission (2 C.F.R. § 200.332), Subrecipient's required information is as follows. (For Page 7 of 59 information not available, the Commission and Subrecipient have provided the best information available.) 5.2.1 Subrecipient name (which must match the name associated with its unique entity identifier): _City of Corpus Christi 5.2.2 Subrecipient's unique entity identifier: XETBTPKCL895 5.2.3 Federal Award Identification Number (FAIN): 020-1892. 5.2.4 Federal Award Date of award to Texas by the U.S. Department of Treasury(see the definition of Federal award date in 2 C.F.R. § 200.1): March 1.1, 2021. 5.2.5 Subaward Period of Performance Start and End Date: November 8. 2021,, –December 31, 2024. 5.2.6 Subaward Budget Period Start and End Date: October 1 2022 to December 31 2024 (Must be within the Period of Performance.) 5.2.7 Amount of Federal Funds Obligated by this action by the pass-through entity to the subrecipient: Same as the amount listed in section 5.1. 5.2.8 Total Amount of Federal Funds Obligated to the subrecipient by the pass-through entity including the current financial obligation: Same as the amount listed in section 5.1 (As applicable, include grant funding received from the Commission under the federal 911 grant program). 5.2.9 Federal award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): CS-Coronavirus State Fiscal Recove Fund, 5.2.10 Name of Federal awarding agency, pass-through entity, and contact information for awarding official of the Pass-through entity: U.S. Dept. of Treasury; Commission on State Emergency Communications Kelli Merriweather kellim@csec texas gov. 5.2.11 Assistance Listings number and Title; the pass-through entity must identify the dollar amount made available under each Federal award and the Assistance Listings Number at time of disbursement: Information Not Available. 5.2.12 Identification of whether the award is for R&D: No. 5.2.13 Indirect cost rate for the Subaward (including if the de minimis rate is charged) per 2 C.F.R. § 200.414): N/A. 5.3 If Subrecipient information in §§ 5.1–5.2 changes, to the extent required, Subrecipient will submit a Grant Application amendment(Section 6)to the Commission for consideration and approval. Otherwise, Subrecipient will within ten (10) business days update and notify the Commission of the changes in writing and specifically reference Section 5: Subaward. Once approved or confirmed by the Commission, any changes by Subrecipient to the information in Section 5 is incorporated herein by reference and without re-executing the Contract. SECTION 6: GRANT APPLICATION 6.1 Subrecipient's approved Grant Application contains the specifics of Subrecipient's NG9-1-1 Grant Project including Project Plan broken out by subprojects, allocation of Subrecipient's grant award across the eligible cost categories by subproject—the Budget Plan; and Subrecipient's Federal Uniform Guidance Procurement Standards Compliance Worksheets—the Compliance Page 8 of 59 Worksheets) for each subproject involving an existing contract or future procurement funded in whole or in part with CSFRF funds. 6.2 Subrecipient's NG9-1-1 Grant Project has integrated telecommunications services involved in the implementation and delivery of Next Generation 9-1-1 Service. "Integrated telecommunications services" means "one or more elements of the provision of multiple 911 systems' or PSAPs' infrastructure, equipment, or utilities, such as voice, data, image, graphics, and video network, customer premises equipment (such as consoles, hardware, or software), or other utilities, which make common use of all or part of the same transmission facilities, switches, signaling, or control devices (e.g., database, cybersecurity)." 6.3 Subrecipient's hardware, software, and services included in its NG9-1-1 Grant Project substantially comply with current NG911 standards. Subrecipient's purchase of hardware, software, and/or services comply with current NG911 standards listed in the Department of Homeland Security's SAFECOM guidance.' Each individual product, however, need not meet every listed standard. Individual products only need to meet the relevant standard(s) within the list of standards in the Department of Homeland Security's SAFECOM Guidance, 6.4 Subrecipient is obligated to keep its Grant Application current. Proposed changes to Subrecipient's grant application, specifically its Project Plan, Budget Plan, and Compliance Worksheet(s), must be submitted to the Commission as a Grant Application Amendment and voted upon by the Commission at an open meeting. Subrecipient is precluded from taking any action to implement the changes proposed in a Grant Application Amendment until approved by the Commission. 6.5 Subrecipient's failure to submit a Grant Application Amendment or implementing non-approved changes to its Grant Application constitute material changes to the Contract and may result in termination of the Contract or other action by the Commission including requiring a Subrecipient Corrective Action Plan. A material change by Subrecipient relieves the Commission of any obligation to perform with respect to the material change but does not void the Contract. 6.6 The Commission meets in open meeting every other month starting in September. Information about upcoming Commission meetings can be found on the Commission's website at: CSEC Home. SECTION 7: PROCUREMENTS Subrecipient's Uniform Guidance—Procurement Standards Compliance Worksheet(s), included in Subrecipient's Grant Application, describe in detail the procurements associated with Subrecipient's NG9-1-1 Grant Project on a subproject-by-subproject basis. Subrecipient must submit a Grant Application amendment(Section 6)to obtain Commission approval of any changes to Subrecipient's Grant Application, including to its Compliance Worksheet(s). 7.1 Perthe White House Office of Management and Budget's Compliance Supplement (2 CFR Part 200 Appendix XI -Apr. 2022) (the "Compliance Supplement" as revised): Procurement Recipients may use award funds to enter into contracts to procure goods and services necessary to implement one or more of the eligible purposes outlined in sections 602(c) and 603(c) of the Act and Treasury's Interim Final Rule and Final Rule. As such, recipients are s 47 U.S.C. 942(a)(1).See also Department of Homeland Security's Cybersecurity& Infrastructure Security Agency, .SAFECOM Guidance on Emergency Communications Grants," at Appendix B—Technology and Equipment Standards,911 Systems (Fiscal Year 2021, as amended),available at htt s: www.ciso. ov sites de ault iles ublicotions FY'.202021%205AFECOM%20Guldonce Final 508. d . Page 9 of 59 expected to have procurement policies and procedures in place that comply with the procurement standards outlined in the Uniform Guidance. Specifically, a state must follow the same policies and procedures it uses for procurements from its non-federal funds and comply with 2 CFR sections 200.321, 200.322, and 200.323. States must also ensure that every contract includes the applicable contract clauses required by 2 CFR section 200.327.All other entities under the program, includinp, subreci ients of a state must follow the orocurement standards in 2 CFR sections 200.318 through 200.327 including ensuring that the procurement method used for the contracts are appropriate based on the dollar amount and conditions specified in 2 CFR section 200.320.6 7.2 General Procurement Standards. Federal general procurement standards require, in part, that all procurement transactions must be conducted in a manner providing full and open competition. The preceding requirement is not applicable to procurements that are eligible to be done under federal "simplified acquisition procedures," which refers to acquisitions of Subrecipient must have and use its own documented procurement procedures which reflect applicable state and/or local laws and regulations. Federal procurement standards require, however, that Subrecipient's procurement procedures must conform to applicable federal law, including 2 C.F.R. Part 200, specifically including C.F.R. §§ 200.318-200.327.7 7.3 Pre-Contract Effective Date Costs. To be considered an eligible cost incurred prior to the Contract Effective Date,the cost must be for an authorized Period of Performance pre-award cost defined in 2 C.F.R. § 200.458 to the extent such costs would have been allowable if incurred after the Contract Effective Date. Notwithstanding the preceding, only costs for which the obligation to pay (i.e., receipt of the goods or services) arises during the Period of Performance are eligible for reimbursement. 7.4 Competitive Procurements. Per Federal regulations, Subrecipient is a "local government" and a "non-Federal entity." Accordingly, and per 2 C.F.R. § 200.318, Subrecipient "must use its own documented procurement procedures which reflect applicable State, local, and tribal laws and 6 Compliance Supplement at pg.4-21.027-6(emphasis added). Procurement Standards (§§ 200.318 -200.327): General procurement standards • Note: Notwithstanding local procurement requirements, § 200.318 Subrecipient procurements must"conform to applicable Federal law and the standards identified in this part." §200.319 Competition_ §200.320 Methods of Procurement to be followed. § 200.321 Contractin with small and minority businesses women's business enterprises, and labor surplus area firms. § 200.322 Domestic Preferences for procurements. I § 200.323 Procurement of recovered materials. §200.324 Contract cost and price. §200.325 Federal awarding agency or pass-through entity review. § 200.326 Bondin2 re uirements. §200.327 Contract provisions. See Appendix ll to Part 200. Page 10 of 59 regulations, provided that the procurements conform to applicable Federal law and the standards identified in [200.318—200.327]." (Emphasis added.) Federal regulation 2-C.P.R.. § 200.317 provides in relevant part: "All other non-Federal entities, including subrecipients of a State, must follow the procurement standards in§§ 200.318 through 200.327. 7.5 Subrecipient's compliance with federal Procurement Standards is documented in Subrecipient's Grant Application. 7.6 Micro Purchase Procedures. Per 2 C.F.R.§ 200.320(a)(1),the acquisition of supplies or services, the aggregate dollar amount of which does not exceed the micro-purchase threshold of$10,000 may be awarded without soliciting competitive price or rate quotations if the Subrecipient considers the price to be reasonable based on research, experience, purchase history or other information and documents its files accordingly. Purchase cards can be used for micro-purchases if procedures are documented and approved in advance by the Commission. To the maximum extent practicable, Subrecipient should distribute micro-purchases equitably among qualified suppliers. 7.7 Small Purchase Procedures. The federal regulations allow the use of"small purchase procedures" for purchases that do not cost more than the "Simplified Acquisition Threshold,"currently $250,000. Per regulation 2 C.F.R. § 200.320(b): Procurement by small purchase procedures. Small purchase procedures are those relatively simple and informal procurement methods for securing services, supplies, or other property that do not cost more than the Simplified Ac uisition Threshold. If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources. 7.8 Single/Sole Source Procurements. In the event Subrecipient's Compliance Worksheet(s) includes single/sole source purchase(s), or after solicitating a number of sources determines competition is inadequate, Special Documentation Requirements are applicable. (For purposes of the Contract, "single source", also referred to as sole source, means a contract for or a purchase of goods or services that is entered into or made by Subrecipient after soliciting and negotiating with only one source.) (NOTE: A preference for a particular"brand," including when the brand [or current vendor provided services] is what the Subrecipient currently utilizes, does not constitute justification for single/sole source procurement. 7.8.1 Single/Sole Source Procurement Special Documentation Requirements. To the extent Subrecipient's approved Grant Application includes single/sole source procurement(s), Subrecipient must comply with 48 C.F.R.J 13.501 Special documentation requirements. 7.9 Cooperative Purchase Programs/Procurements. Compliance with federal procurement standards remains Subrecipient's responsibility including when procuring through a cooperative purchase program. A cooperative purchase/procurement refers to a procurement in which an entity other than the Subrecipient conducted the competitive procurement that resulted in the awarded vendor's, orvendors', products and/or services being included in the procuring entity's catalogue or equivalent thereof. For more information on utilizing a cooperative purchase program, see Subrecipient's Grant Application, including Uniform Guidance— Procurement Standards Compliance Worksheet(s). Page 11 of 59 SECTION S: GENERAL TERMS AND CONDITIONS 8.1 The Commission is the applicant for the CSFRF funded NG9-1-1 Fund via the OOG's eGrants portal. Except as otherwise expressly provided, for all purposes of this Contract and the NG9-1-1. Fund, the Commission has delegated its authority to its Executive Director. 8.2 It is the specific intent of this Contract to extend to Subrecipient the rights, benefits, and obligations of state, local, and federal requirements related to the CSFRF, including those of the OOG in Coronavirus State Fiscal Recovery Fund Terms and Conditions incorporated herein and made applicable to Subrecipient for all purposes (Attachment 1). 8.3 Per the Final Rule, the requirements of 2 C.F.R.Subtitle A Chapter 11 Part 200,the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, including Post Federal Award Requirements(2 C.F.R. Subpart D?and applicable Cost Principles(2 C.F.R. Subpart E)govern the implementation and management of Subrecipient's Subaward. 8.4 The Commission and Subrecipient are each a "non-Federal entity," defined in 2 C.F.R. § 200.1 as a State, local government, Indian tribe, Institution of Higher Education (IHE), or nonprofit organization that carries out a Federal award as a recipient or Subrecipient. 8.5 For purposes of this Contract, the Commission is a "pass-through" entity as defined in 2 C.F.R. 200.1. 8.6 Subrecipient is a "local government" as defined in 2 C.F.R. § 2001. 8.7 Subrecipient is a "subrecipient" as defined in 2 C.F.R. § 200.1 and as determined and classified by the Commission per_2-_C.F.R. § 200.331. Subrecipient is not a "contractor" as determined and classified by the Commission per 2 C.F.R. § 200.331. 8.8 By this Contract, the Commission makes a "Subaward" as defined in 2 C.F.R. § 200.1 to Subrecipient.This Contract constitutes the Subaward legal agreement referenced in the preceding federal regulation. 8.9 In addition to any specific contract management and oversight duties and responsibilities specified in this Contract, the Commission shall have the right to exercise grant administration over Subrecipient's NG9-1-1 Grant Project. The Commission may delegate all or part of its contract management and grant administration responsibilities to a third party and/or Commission contract staff. 8.10 For all procured "equipment," as defined in 2 C.F.R. § 200.33, Subrecipient will take title to, use, manage, and dispose thereof in accordance with 2 C.F.R. § 200.313, including sufficient equipment management procedures and property records it compliance with 2 C.F.R. § 200.313(4). 8.11 Dispute Resolution. The Parties' representatives will meet as needed to implement the terms of this Contract and will make a good faith attempt to informally resolve any disputes. Notwithstanding any other provision of this Contract to the contrary, unless otherwise requested or approved in writing by the Commission, the Subrecipient grantee shall continue performance and is not excused from performance during the period any breach of Contract claim or contract dispute is pending.The dispute resolution process provided in Chapter 2260,Texas Government Code, and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, will be used by the Commission and Subrecipient to attempt to resolve any claim for breach of contract made by the Subrecipient that cannot be resolved in the ordinary course of business. The s Procurement standards applicable to Subrecipient are in 2 C.F.R. §§ 200.31.8—200.327. Page 12 of 59 dispute resolution process is not applicable to Grant Application Amendments or Reimbursement Disputes. 8.12 Waiver of Authority. It is the general intent of the Commission not to waive any of the provisions in this Contract. Under extraordinary circumstances, however, the Commission's Executive Director may at her sole discretion and upon her own initiative or when requested by Subrecipient, may waive a provision in this Contract that is discretionary and not mandated by ABPA, other applicable law including the Uniform Guidance, or applicable ARPA regulations including the Final Rule. Any request by Subrecipient for a waiver must set forth the extraordinary circumstances for the request. 8.13 The Commission is not liable to Subrecipient or any third-party for any costs incurred by Subrecipient. The Commission's sole financial responsibility is to fund, on a reimbursement basis only, Subrecipient's Subaward to the extent of its eligible uses/costs incurred during and for goods and services received during the Period of Performance. 8.14 The Texas Grant Management Standards ("TxGMS") applies to the Contract and is incorporated herein by reference. SECTION 9: ELIGIBLE USES AND ELIGIBLE COSTS 9.1 Eligible Uses. Per ARPA, the Final Rule, and the OOG's terms and conditions of the Commission's Award, the Subaward may only be used to reimburse Subrecipient for the providing of government services to the extent of the reduction in revenue experienced by the State of Texas due to the pandemic. Per the Final Rule, government services includes"the provision of police, fire, and other public safety services." For purposes of the Subaward and Contract, government services public safety refers specifically to, and is limited to, the deployment and reliable operation of Next Generation 9-1-1 Service, including equipment and administration costs. 9.2 Eligible Costs. The following categories of NG9-1-1 Fund eligible costs are from the Federal Communications Commission's (FCC)Task Force on Optimal Public Safety Answering Point (TFOPA) Working Group 2 Supplemental Report: 9.2.1 Network (NG9-1-1 ESlnet): Internet Protocol-based, digital networking is the backbone required to support NG9-1-1 service. Also known as an NG9-1-1 Emergency Services Internet Protocol Network. NG9-1-1 ESlnet connects next generation core services (NGCS, see below)to the more than 500 public safety answering points (PSAPs) in Texas's 254 counties. 9.2.2 9-1-1 Call Routing & Location: May be provisioned within or separately from NGCS (see below); varies by NG9-1-1 solution provider. Includes Software, GIS databases, IP switches, and services required to route 9-1-1 calls to the correct PSAP for assistance and dispatch of emergency response. 9.2.3 Geographic Information System (GIS): Mapping data is required to validate a caller's location and route the call to the correct PSAP. Displays location of caller on dispatch reap; provides X, Y and Z location coordinates to guide emergency response. 9.2.4 Next Generation 9-1-1 Core Services (NGCS):The base set of services needed to receive and process a 9-1-1 call on an ESlnet. Receives call from originating service provider; processes data received with call and data provisioned into the system (GIS/call routing); determines and routes call to correct PSAP with embedded location information that can be displayed on a map at the PSAP for dispatch of emergency response. Page 13 of 59 9.2.5 PSAP 9-1-1 Call Handling Systems and Applications: Call handling equipment hardware and/or software that simultaneously receives voice calls and related location data from NGCS at the PSAP and displays the caller's location and other data on a map along with other contextual data that informs dispatch such as the available first responder agencies for each particular location, i.e., Fire, Law, EMS. Mission critical hardware and software requires planned maintenance and upgrades, and reconfiguration for text to 9-1-1. May also include computer aided dispatch equipment and site electrical work. 9.2.6 Security: NG9-1-1 is a connected IP-based system. Dedicated resources are required to implement, maintain and monitor the security of the NG9-1-1 system to protect critical infrastructure and sensitive data. Costs include administration and governance of security policies; services to maintain and monitor NG9-1-1 systems; and services to conduct cybersecurity assessments and remediate/mitigate risks on a planned and continual basis. 9.2.7 Operations: 9-1-1 Entities require staffing to support IT and IP-based systems and may include engineering and specially trained subject matter experts; and administration and/or grant management expertise for financial oversight and reporting. 9.2.8 Operational Planning: Local, regional, and statewide planning required to design and implement the new NG9-1-1 services across the state by 2025; and to ensure that the systems are interconnected, interoperable, and can support alternate call routing, answering, and dispatch in cases of natural or manmade disasters. 9.2.9 Other: E.g., emergency call tracking system (ECaTS); travel. 9.3 Administrative Costs.To the extent applicable to Subrecipient and reflected in its Grant Application (Section 5), Eligible Uses in the preceding section includes Subrecipient internal direct costs and indirect costs. For additional information see Direct and Indirect (F&A) Costs_2._C.F.R. §§ 200.412 -200.415 or contact the Commission's Federal Grant Manager. 9.3.1 Standards for Documentation of Personnel Expenses. To the extent Administrative Costs are included, Subrecipient's costs for salaries and wages must align with 2 C.F.R. 200.4300) and be based on records that must (1) accurately reflect the work performed for which reimbursement is requested; and (2) be supported by a system of internal controls which provide reasonable assurance that charges for Subrecipient's personnel expenses are accurate, allowable, and properly allocated. 9.3.2 Indirect Costs. Reimbursable per Subrecipient's negotiated indirect cost rate agreement or de minimis ten percent (10%) authorized by ARPA and the Final Rule. 9.3.3 Internal Direct Costs. Reimbursable to the extent supported by adequate documentation of internal personnel (including contract staff/personnel) time and effort ("T&E"). (See Section 14.) 9.4 Pre-Subaward Costs. Subrecipient warrants and represents that for any existing contract or procurement begun prior to the Contract Effective Date and/or the start of the Period of Performance that the procurement was conducted in accordance with the Contract and the Grant Application (Section 5), including federal regulations. IMPORTANT NOTE: Reimbursable costs are limited to those costs for goods and services received during the Period of Performance and included in Subrecipient's Grant Application. 9.5 Consistent Treatment. All Subrecipient costs incurred for the same purpose must be treated consistently by Subrecipient in like circumstances. Page 14 of 59 SECTION 10: INELIGIBLE COSTS Ineligible costs include those costs that are unallowable under federal cost principles in 2 C.F.R. Part 200, Subpart E and costs not identified in Subrecipient's Grant Application. SECTION 1 1 : COST PRINCIPLES 11.1 Subrecipient is responsible for the efficient and effective administration of the Subaward through the application of sound management practices. Subrecipient assumes responsibility for administering the Subaward in a manner consistent with this Contract, including applicable federal laws and regulations. Subrecipient will only be reimbursed for costs for eligible uses consistent with the federal cost principles in 2 C.F.R. Part 200 Subpart E. For selected items of cost see 2 C.F.R. §§ 200.420—200.476. 11.2 In recognition of its unique combination of staff, facilities, and experience, Subrecipient has the primary responsibility for employing whatever form of sound organization and management techniques may be necessary in order to assure proper and efficient administration of the Subaward. The application of federal cost principles should require no significant changes in the internal accounting policies and practices of Subrecipient. Subrecipient's accounting practices, however, must be consistent with federal cost principles and support the accumulation of costs as required by the principles, and must provide for adequate documentation to support costs charged to the Subaward. 11.3 Unallowable Costs. Per 2 C.F.R. § 200.410, reimbursements to Subrecipient for costs determined to be unallowable by the federal awarding agency (i.e., Treasury),the DOG, auditors, or the Commission's Executive Director must be refunded (including interest) to the Commission in accordance with instructions from the entity that determined the costs are unallowable. See also 200.300 through 200.309. 11.4 Program Income, Subrecipient's Subaward should not generate "program income" as defined 2 C.F.R. § 200.80 because funding of the Subaward is on a reimbursement basis. Notwithstanding, in the event Subrecipient generates program income, per 2 C.F.R. § 200.307(e), such income must be deducted from total eligible costs for eligible uses to determine the net allowable costs. With the prior approval of the Commission, program income may be deemed "addition" income and added to the mount of Subrecipient's Subaward. Notwithstanding anything in this subsection, Subrecipient's Subaward will be funded entirely on a reimbursement basis. Subrecipient may not earn or keep any gross income earned by Subrecipient that is directly generated by a supported activity or earned as a result of its Subaward, i.e., program income, without the prior approval of the Commission. SECTION 12 : COST SHARING/MATCH The CSFRF, including Final Rule, does not require cost sharing, also known as matching. In accordance with 2 C.F.R._§ 200.1, cost sharing/match means the portion of project costs not paid (reimbursed) by Federal Funds or contributions. SECTION 13 : FUNDING OF SUBAWARD AND FINANCIAL MANAGEMENT 13.1 Funding of Subaward. The Commission's funding of Subrecipient's Subaward will be done no more than once a month during the Contract Term. The Commission's funding of the Subaward will be provided on a reimbursement only basis and is contingent upon: (1) Subrecipient's Page 15 of 59 continuous compliance (Section 18); (2) Subrecipient providing sufficient documentation detailing its incurred costs and that such costs were Eligible Costs; and (3) Subrecipient has paid the total cost of the goods and services for which it is seeking reimbursement. (See Section 14: Request for Reimbursement for details.) 13.2 Financial Management. Subrecipient will manage its Subaward in accordance with the requirements in 2 C.F.R. § 200.302 Financial Management. SECTION 14: REQUEST FOR REIMBURSEMENT 14.1 Request for Reimbursement. To request reimbursement, Subrecipient must complete the Commission's Request for Reimbursement (Attachment 2), attach the appropriated supporting documentation, and be sent to the Commission's Federal Grant Manager. The Commission may change the request for reimbursement format as deemed appropriate, and Subrecipient will implement such changes as soon as reasonably practicable. Without limiting the foregoing, Subrecipient agrees to provide the Commission with additional supporting documentation and other information as requested by the Commission Federal Grant Manager to verify the accuracy of the request and compliance with the Contract. 14.2 Administrative Costs. 14.2.1 Indirect Costs. Reimbursable per Subrecipient's negotiated indirect cost rate agreement or de minimis ten percent (10%) authorized by ARPA and the Final Rule, 14.2.2 Internal Direct Costs. Reimbursable to the extent supported by adequate documentation of internal personnel (including contract staff/personnel)time and effort ("T&E"). (See Section 14.) • For internal personnel who did not document T&E from the start of the Period of Performance on November 8, 2021,through the Contract Effective Date, Subrecipient can complete an attestation (Attachment 3) for hours worked if percentage of time dedicated to Subrecipient NG9-1-1 Grant Project is less than 100%. For personnel dedicated 100%to NG9-1-1 Grant Project, see requirements below. • For internal personnel following the Contract Effective Date, a T&E worksheet for each such personnel must be completed and included in any request for reimbursement for personnel whose time spent on Subrecipient's NG9-1-1 Grant Project is less than 100%during the Period of Performance, • For internal personnel whose ME is 100% dedicated to Subrecipient's NG9-1-1 Grant Project during the Period of Performance, each such personnel's job description and duties must reflect 100% commitment to NG9-1-1 Grant Project; and an attestation (Attachment 3) must be provided by Subrecipient for such personnel at the bieginning beginningof the Contract Effective Date and thereafter eveEy six-months or as requested by the Commission's Federal Grant Manager. • T&E worksheet and other documentation must include unique entity identifier, date covered by the worksheet, vendor name (for contract staff), amount, purpose. 14.3 Reimbursements to Subrecipient. Upon review and acceptance of Subrecipient's Request for Reimbursement, the Commission will reimburse Subrecipient the requested amount. Notwithstanding the preceding sentence, total reimbursement by the Commission is limited to Page 16 of 59 the not-to-exceed amount of the Subaward, on a Subproject-by-Subproject basis, and is contingent upon at a minimum Subrecipient sufficiently demonstrating that: 1.the charges for which it seeks reimbursement have been previously paid by the Subrecipient; 2. the charges are for eligible uses/costs. 14.4 Limitation on Reimbursement (Funding of Subaward). Notwithstanding anything to the contrary in the Contract or federal regulations including, but not limited to, 2 C.F.R. Subpart E- Cost Principles—specifically, General Provisions for Selected Items of Cost(§§ 200.420-200.476), Subrecipient reimbursement is limited to reimbursing Subrecipient the actual eligible costs of the goods and services of each Subproject comprising the Subrecipient's NG9-1-1 Grant Project. Reimbursement is contingent upon Subreciplent sufficiently documenting that it has paid the eligible costs for which it seeks reimbursement. 14.5 Refunds and Deductions. if the Commission or OOG determine that Subrecipient has been overpaid any grant funds under the Contract, including payments made inadvertently or payments made but later determined to not be actual and allowable allocable costs, the Subrecipient must return to the Commission the amount identified as an overpayment. Subrecipient must refund any overpayment to the Commission within thirty (30) calendar days of the receipt of the notice of the overpayment from the Commission unless an alternate payment plan is specified by the Commission. 14.6 Return of Subaward. In the event the Commission or the OOG determine that a reimbursement was made to Subrecipient in violation of the Contract (e.g., all or a portion of a reimbursement was made for costs deemed for ineligible uses), Subrecipient will return to the Commission that portion of the Subaward deemed in violation of the Contract. 14.7 Recapture of Funds. Notwithstanding the OOG's discretionary right to terminate for convenience its Grant Agreement with the Commission, the Commission and OOG each have the right to terminate the Grant Agreement and to recapture, and be reimbursed for any payments made by the Commission: (i) that are not allowed under applicable laws, rules, and regulations; or(ii)that are otherwise inconsistent with this Contract, including any unapproved expenditures. 14.8 Right to Withhold, Offset, Adjust. With respect to any amounts by which the Commission has overpaid or should not have paid the Subrecipient (e.g., reimbursed Subrecipient for what was subsequently determined to be non-eligible costs), including as a result of an audit, the Commission may withhold, offset, and/or adjust future reimbursements by the amount of the overpayment.Additionally, to the extent necessary, the Commission may withhold, offset, and/or adjust Subrecipient's wireless/prepaid wireless service fee monthly distribution amounts by the amount of the overpayment. No failure by the Commission to identify non-eligible costs prior to reimbursement of the requested amount shall limit or waive any of the Commission's rights or remedies with respect to such reimbursement, including the right to withhold, offset, or adjust future reimbursements. 14.9 Reduction in Grant Award for Failure to Request Reimbursement. A primary purpose of the Commission is to ensure all appropriated CSFRF funds are timely expended within the Period of Performance. Subrecipient has an affirmative obligation to timely notify the Commission and submit a Grant Application Amendment(Section 6) of any changes impacting Subrecipient's ability to timely expend its Subaward during the Period of Performance, including for example vendor delay in delivering goods or providing services. 14.9.1 90-Day No Reimbursement Requests. In the event Subrecipient has not submitted a Request for Reimbursement for any 90-day period following its first Request for Reimbursement, or timely met reporting obligations,the Commission will contact the Subrecipient. Consistent with the OOG's terms and conditions applicable to the Page 17 of 59 Commission's Award, if sufficient progress is not made by Subrecipient towards timely completing its NG9-1-1 Grant Project, including Subprojects, and meeting reporting obligations, the Commission may take unilateral actions as necessary including consideration at a Commission open meeting of a Subrecipient Grant Application Amendment submitted by the Commission's Executive Director and up to Subaward termination. 14.10 Reimbursement Disputes. In the event the Subrecipient disputes a reimbursement, including denial in part or in total of a Request for Reimbursement, Subrecipient must submit a written request for redetermination to the Commission's Federal Grant Manager. The Commission's Executive Director will decide all reimbursement disputes, including requests for reimbursement denied in part or in total as being for non-eligible costs. The Executive Director's decision is appealable to the Commission for consideration at an open meeting, 14.11 Indemnification. TO THE EXTENT ALLOWED BY LAW, SUBRECIPIENT SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND THE COMMISSION, AND/OR THEIR OFFICERS, REGENTS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF, OR RESULTING FROM ANY ACTS OR OMISSIONS OF SUBRECIPIENTS OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PROCUREMENTS AND PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY SUBRECIPIENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES, INCLUDING THE COMMISSION, ARE NAMED DEFENDANTS IN ANY LAWSUIT AND SUBRECIPIENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. SUBRECIPIENT AND THE COMMISSION AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM, 14.12 Waiver of Rights. Subrecipient agrees that no provision of the Contract is in any way intended to constitute a waiver by the Commission or the OOG as agencies of the State of Texas, its officers, regents, employees, agents, or contractors or the State of Texas of any privileges, rights, defenses, remedies, or immunities from suit and liability that the Commission, the OOG, or the State of Texas may have by operation of law. 14.13 Limitation of Commission Liability to Subrecipient. The Commission's sole liability to Subrecipient under the Contract is limited to reimbursing Subrecipient up to the not-to-exceed amount of the 5ubaward in accordance with this Contract. SECTION 15 : REPORTING AND ANNUAL CERTIFICATION 15.1 Quarterly Financial and Completion Progress Reports. Per 2 C.F.R. § 200.328, Subrecipient will submit a quarterly financial and completion progress report to the Commission within 30 days following the end of each calendar year quarter starting with calendar year 2023.* (See Attachment 4.) *Notwithstanding the preceding, Subrecipient must submit a quarterly financial and completion progress report within 30 days of completion of each Subproject. 15.2 Annual Performance Reports. Per 2 C.F.R. 2.00.328,Subrecipient will submit an Annual Performance Report to the Commission within 15 days from March 31st of each calendar year that federal grant funds are available. (See Attachment 5.) 15.3 Closeout Reporting. See Section 19. Closeout. Page 18 of 59 SECTION 16: RISK ASSESSMENT, MONITORING, NOTIFICATION OF PROBLEMS, AND CORRECTIVE ACTION PLAN 16.1 Risk Assessment (Attachment 6). The Commission,through its Executive Director and staff, evaluated Subrecipient's risk of noncompliance with Federal statutes, regulations, and the terms and conditions of the Contract to determine the appropriate level of monitoring of Subrecipient. Consideration was given to various factors including the following: (1) Subrecipient's prior experience with the same or similar Subawards; (2)The results of previous audits including whether or not the Subrecipient receives a Single Audit in accordance with 2 C.F.R. Subpart F Audit Requirements, and the extent to which the same or similar Subaward has been audited; (3) Whether the Subrecipient has new personnel or new or substantially changed systems; and (4)The extent and results of Federal awarding agency monitoring (e.g., if the Subrecipient also receives Federal awards directly from a Federal awarding agency). 16.2 Monitoring. It is the responsibility and obligation of the Commission to monitor Subrecipient's activities as necessary to ensure that the NG9-1-1 Grant Project and corresponding Subaward of federal grant funds are used for eligible uses and authorized purposes in compliance with Federal statutes, regulations, and the Contract; and that Subrecipient's NG9-1-1 Grant Project and Subproject timelines are achieved. Monitoring includes the following: 16.2.1 Reviewing financial and performance reports required by the Contract. 16.2.2 Following-up and ensuring that Subrecipient takes timely and appropriate action on all deficiencies pertaining to the Subaward detected through Subrecipient's Notification of Problems, reporting, audits, on-site reviews, and other means. 16.2.3 Issuing a management decision or audit finding pertaining to the Subaward as required by 2 C.F.R. § 200.521. 16.3 Monitoring Tools. Depending upon the Commission's assessment of, or change in, risk posed by the Subrecipient, the Commission may utilize the following monitoring tools to ensure proper accountability and compliance with the Contract, the NG9-1-1 Grant Project, and achievement of performance goals: 16.3.1 Require and/or provide Subrecipient with training and technical assistance; 16.3.2 Perform on-site reviews; and 16.3.3 Arrange for agreed-upon-procedures engagements as described in 2 C.F.R. § 200.425. 16.4 Notification of Problems. Subrecipient shall provide to the Commission written notice of any acts or omissions (whether by the Subrecipient or a Subrecipient contractor vendor or other service provider, or any third party), any failure to perform any of each such party's obligations that may affect or delay Subrecipient's timely performance of Subrecipient's obligations under the Contract. Subrecipient shall provide such written notice within ten (10) business days after Subrecipient first knew or should have known of such acts, omissions, or failures or other events. Such written notice shall describe in reasonable detail such acts, omissions, failures or other events and the manner in which the foregoing may affect Subrecipient's performance. Page 19 of 59 Subrecipient's notification of problems may result in the Commission requesting a corrective action plan from Subrecipient. 16.5 Corrective Action Plan. In the event the Commission's Executive Director determines, at her sole discretion or as a result of receiving a Notification of Problems, that the NG9-1-1 Grant Project will not meet project objectives, including timely completion thereof,the Executive Director may require Subrecipient to develop a Corrective Action Plan. The Commission will provide written notice to Subrecipient of such a determination and identify the deficiencies or lack of alignment with the Contract that require formal documentation. Upon receipt of the Commission's notice, the Subrecipient will develop and provide a written corrective action plan detailing the actions it will take to address the deficiencies or lack of alignment identified in the Commission's notice. A corrective action plan is incorporated into the Contract without further action by the Parties. The Commission will utilize the Subrecipient's corrective action plan to track and verify that the deficiencies or lack of alignment with the Contract are addressed by Subrecipient and provide periodic updates on the status of corrective action plan until such has been fully implemented and the issues addressed. 16.5.1 Audit—Corrective Action Plan. Subrecipient understands and agrees that Subrecipient must make every effort to address and resolve all outstanding issues, findings, or actions identified by an audit through a corrective action plan. Failure to promptly and adequately address audit findings may result in grant funds being withheld, other related requirements being imposed, or other sanctions and penalties. Subrecipient agrees to complete any corrective action approved by the Commission's Executive Director in the Subrecipient's corrective action plan within the time period specified by the Executive Director and to the satisfaction of the Commission, at the sole cost of the Subrecipient. 16.5.2 Status Reports—Corrective Action Plan. Subrecipient must provide to the Commission Grant Manager periodic status reports regarding the Subrecipient corrective action plan, or other compliance activity for which the Subrecipient is responsible. SECTION 17: RECORD RETENTION AND ACCESS Subrecipient agrees to retain records pertinent to its Subaward and provide the Commission, the Agencies, and/or their auditors with access to such records in accordance with 2 C.F.R. §§ 200.334- 200.338. Specifically included, but without limitation, is Subrecipient's obligation to retain and provide access to all records pertaining to any procurement, financial, and audit records. SECTION 18: SUBRECIPIENT COMPLIANCE 18.1 Subrecipient agrees that a continuous condition for being and remaining eligible as a grant subrecipient and being reimbursed for eligible costs is Subrecipient's continuous compliance with the terms of this Contract, ARPA, Treasury regulations(31 C.F.R. Subtitle A Part 3a,5-ub art A,the Final Rule), and the Uniform Guidance (2 C.F.R.Subtitle A Chapter II Part 200). 18.2 In the event the Commission, acting through and as determined by its Executive Director, determines that Subrecipient is not in compliance with the preceding paragraph, or the OOG or cognizant federal agency (e.g., Treasury) determine that Texas and/or the Commission are not in compliance and such non-compliance is determined by the Commission's Executive Director to be the result of Subrecipient's non-compliance with the preceding paragraph, the Commission's Executive Director may, in accordance with 2 C.F.R. § 200.339 (Remedies for Non-Compliance) and 2 C.F.R. § 200.208 (Specific Conditions) determine and impose additional conditions and/or specific conditions respectively or, in the event the Commission's Executive Director determines Page 20 of 59 in writing that non-compliance cannot be remedied by imposing additional or specific conditions, take one or more of the actions authorized in 2 C.F.R. § 200.339. 18.3 Per 2 C.F.R. § 200.300 Subrecipient, as a non-Federal entity, is responsible for complying with all requirements of the Federal award. For all Federal awards, this includes the provisions of FFATA, which includes requirements on executive compensation, and also requirements implementing the Act for the non-Federal entity at 2 CFR parts 25 and 170. See also statutory requirements for whistleblower protections at 10 U.S.C. 2409, 41 U.S.C. 4712, and 10 U.S.C. 2324,41 U.S.C. 4304 and 4310. 18.4 By this Contract, Subrecipient assumes responsibility and accountability for conducting NG9-1-1 Grant Project activities, including Subprojects, and is held responsible for meeting federal, state, and local requirements and standards in the areas of allocating, obligating, and expending grant funds; monitoring public safety answering point (PSAP), contractor, and subcontractor activity; financial management, internal controls, audit, and timely and accurate reporting; and complying with procurement and property management requirements. SECTION 19: CLOSEOUT 19.1 Closeout. In accordance with 2 C.F.R. § 2,00.344, as modified herein, the Commission will close out Subrecipient's Subaward when it determines that all applicable administrative actions and all required work of the Subaward have been completed by Subrecipient. 19.2 Expiration of the right to incur costs. Subrecipient's right to incur costs or pay for costs for which it intends to seek reimbursement expires at the end of the Period of Performance. Subrecipient may not incur costs subject to CSFRF reimbursement if the obligation to pay the costs arises before or after the Period of Performance. 19.3 Liquidation Period. Within 60 days after the completion of the NG9-1-1 Grant Project and each Subproject, but in no event later than 60 days following the end of the Period of Performance, Subrecipient must submit: 19.3.1 Submit Request(s) for Reimbursement. The final request constitutes the final financial reconciliation for the Subaward. 19.3.2 A final report to the Commission, following the procedures of 2 C.F.R. § 200.344(a). 19.3.3 Disposition of unexpended balances.Any Subaward amount that remains unreimbursed after closeout shall cease to be available for reimbursement to the Subrecipient. SECTION 20: AUDIT REQUIREMENTS Subrecipient is a non-federal entity and subject to federal audit requirements per 2 C.F.R. Subpart F.The following is a general overview of audit requirements, including OOG's audit terms and conditions of the Commission's Award. 20.1 Federal Audit Requirements. Per Treasury's Compliance and Reporting Guidance a Subrecipient expending (or being reimbursed) $750,000 or more in federal funds in a fiscal year will be subject to an audit under the Single Audit Act and its implementing regulation at 2 CFR Part 200, Subpart F-Audit Requirements. Note that the Compliance Su lement 2 CFR Part 200 Appendix XI -Apr. ZQ221 provides information on the existing, important compliance requirements that the federal government expects to be considered as a part of such audit. The Compliance Supplement is routinely updated, and is made available in the Federal Register and on OMB's website: Page 21 of 59 htt s: www.whitehouse. ov omb office-federal-financial-mana ement . Subrecipient should consult the Federal Audit Clearinghouse to see examples of Single Audit submissions. 20.2 Texas Single Audit Requirements. Subrecipients expending more than $750,000 during its fiscal year in state awards must have either a Financial Audit or Program-specific Audit conducted for that year in accordance with s TxGMS. The Commission, as the state awarding agency, may also require an independent audit to be conducted based on factors other than monetary threshold. All audits must be conducted in accordance with Generally Accepted Government Auditing Standards, or GALAS. The audit must be completed and the data collection and reporting package described in 2 C.F.R. § 200.512 must be submitted to the Federal Audit Clearinghouse (FAC) within 30 calendar days after receipt of the auditor's report(s), or nine months after the end of the audit period, whichever is earlier. For additional audit information see TxGMS 20.2.1 Instead of a Financial Audit or Program-specific Audit, the Commission as the state awarding agency, at its discretion, may accept the single audit of the local government prepared in compliance with the Uniform Guidance if the Commission determines that the federal single audit sufficiently addresses internal controls and other grant requirements as they relate to the particular state award. 20.3 Cooperation with Monitoring, Audits, and Records Requirements.All records and expenditures are subject to, and Subrecipient agrees to comply with, monitoring and/or audits conducted by the United States Department of Treasury's Inspector General (DOTIG), OOG, and the State Auditor's Office (SAO) or designee. Subrecipient must maintain under Generally Accepted Accounting Principles or Governmental Accounting Standards Board, adequate records that enable DOTIG, OOG, and SAO (or designee) to ensure proper accounting for all costs and performances related to Contract. 20.4 Requirement to Address Audit Findings. If any audit, monitoring, investigations, review of awards, or other compliance review reveals any discrepancies, inadequacies, or deficiencies which are necessary to correct in order to maintain compliance with this Contract, applicable laws, regulations, or the Subrecipient's obligations hereunder, the Subrecipient agrees to propose and submit to the Commission a corrective action plan to correct such discrepancies or inadequacies within thirty(30) calendar days after the Subrecipient's receipt of the findings. The Subrecipient's corrective action plan is subject to the approval of the Commission's Executive Director(see Section 16.5). 20.5 Audit Exemption. In the event Subrecipient expends less than $750,000 during its fiscal year in Federal awards it is exempt from the preceding Federal audit requirements for that year, except as noted in_2C. F.R. § 200.503, but records must be available for review or audit by appropriate officials of the Agencies,the Commission, and the federal Government Accountability Office (GAO). 20.6 Management Decision. Per 2 C.F.R. _ 200.521,the Commission and/or the Agencies are responsible for issuing a management decision for audit findings related to Subrecipient Subaward. SECTION 21 : FEDERAL CONTRACT PROVISIONS 21.1 Per 2 C.F.R. A endix II to Part 200 ,[i]n addition to other provisions required by the Federal agency or non-Federal entity [the Commission], all contracts made by the non-Federal entity under the Federal award must contain provisions covering the following.These federal contract provisions are in addition to and/or supplement the Contract provisions (including required State and/or Local contract requirements). Additional and/or supplemental contract provisions below Page 22 of 59 are derived from the Federal Emergency Management Agency's Contract Management Guide June 2021).9 21.2 By executing the Contract, Subrecipient certifies to its continuous compliance with the following Federal Contract Provisions in Section 21.3, including compliance by Subrecipient's Contractors. All contracts entered into by Subrecipient related to its NG9-1-1 Grant Project must include federal contract provisions (see Grant Application - Uniform Guidance Procurement Standards Compliance Worksheet). Failure by Subrecipient to include federal contract provisions in its agreements with Contractors constitutes noncompliance by Subrecipient. Execution of the Contract is not indicative that each provision below, including additional and/or supplemental provisions, is applicable to the Contract. 21.3 Federal Contract Provisions (Appendix II): (A) Contracts for More Than the Simplified Ac uisition Threshold ($250,000). Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Add itional/Supplemental Provision: If not already addressed in the Contract, Subrecipient agrees as follows: Pursuant to 2 C.F.R. Appendix Il to Part 200 Federal Rule (A), when Commission expends federal funds, the Commission reserves all rights and privileges under applicable laws and regulations in the event of a breach of contract by either party. (B) Price Exceeds Micro Purchase Threshold ($10,000). All contracts in excess of$10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be effected and the basis for settlement. Additional/Supplemental Provision: If not already addressed in the Contract, Subrecipient agrees as follows: Pursuant to 2 C.F.R. Appendix II to Part 200 Federal Rule (B), when the Commission expends federal funds, Commission reserves the right to terminate the Contract upon written notice in the event of a breach or default of the Contract by Subrecipient including Subrecipient's failure to: (1) meet schedules, deadlines, and/or reporting dates within the time specified in the Contract (including Grant Application); (2) timely submit Requests for Reimbursement; (3) timely make payments owed to Contractors; or(4) otherwise perform in accordance with the Contract. The Commission also reserves the right to terminate the Contract, with written notice to Subrecipient, for convenience if the Commission believes in its sole discretion that it is in the best interest of the Commission to do so. Subrecipient will be reimbursed for eligible costs performed and accepted by Subrecipient as of the termination date if the Contract is terminated for convenience by the Commission. (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60 all contracts that meet the definition of"federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246. "Equal Employment Opportunity" (appears at 30 FR 12319, 12935, 3 CFR Part, 1964- 'Additional and/or supplemental contract provisions are provided and applicable to the extent the Contract does not address or the included provision are deemed by an appropriate authority as insufficiently addressing the federal contract provision. Page 23 of 59 1965 Camp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity" (appears at 32 FR 14303 3 CFR 1966-1970 Com EO 12086 of Oct. 5, 1978, 43 FR 46501, 3 CFR, 1978 Com P•, P 684, Comp., p. 230, EO 13665 of April 8, 2014, 79 FR 20749, EO 13672 of July 21, 2014, 79 FR 42971), and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." Additional Supplemental Provision: If not already addressed, Subrecipient agrees as follows: Pursuant to Title 2 C.F.R. Appendix iI to Part 200 Federal Rule (C), when the Commission expends federal funds, the equal opportunity clause required by 41 CFR 60-1.4 is incorporated by reference as Permitted by 41 CFR 60 1.4(d). (D) Davis-Bacon Act as amended 40 U.S.C. 3141-3148 . When required by Federal program legislation, all prime construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination.The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback"Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (See 29 C.F.R. § 5.2 for applicable definitions including "mechanic" and "laborer." Additional Supplemental Provision: If not already addressed, Subrecipient agrees as follows: Pursuant to Title 2 C.F.R. Appendix II to Part 200 Federal Rule (D), when the Commission expends federal funds for a prime construction contract in excess of$2,000 the provisions at 29 C.F.B. § 5.5(a)(1)-{101 are incorporated in full by reference into all applicable contracts, and all applicable Contractors must include these provisions in full in any subcontracts. Regarding Compliance with the Copeland "Anti-Kickback" Act, Subrecipient shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. Part 3 as may be applicable, which are incorporated by reference into the agreement. Regarding subcontracts and the Copeland "Anti- Kickback" Act, Subrecipient shall ensure its Contractors or subcontractors insert in any contracts the clause above applicable to Subrecipient and such other clauses as Treasury may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. Page 24 of 59 (E) Contract Work Hours and Safety Standards Act 40 U.S.C. 3701-3708 . Where applicable, all contracts awarded by the non-Federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations(29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous.These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. Additional/Supplemental Provision: If not already addressed, Subrecipient agrees as follows: Pursuant to Title 2 C.F.R. Appendix II to Part 200 Federal Rule (E), when the Commission expends federal funds for a contract in excess of$100,000 involving the employment of mechanics or laborers Federal Rule (E) is incorporated by reference and the agreement is revised to include the following from 29 CFR § 5.5(b_(11-(4); for which Subrecipient is responsible for ensuring compliance by its Contractors. (1) Overtime requirements. No contractor or subcontractor contracting for any part of Subrecipient's NG9-1-1 Grant Project work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation;liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of$27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Commission or Subrecipient will upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by a Contractor or Subcontractor under any such contract or any other federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. Page 25 of 59 (4)Subcontracts. Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1)through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section. In addition to the preceding clauses from 29 CFR § 5.5(b)(1)-(4), and in accordance with 29 CFR§ S-5(c) if the agreement is subject only to the Contract Work Flours and Safety Standards Act and not to any of the other statutes cited in § 5.1, the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee,social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. The records to be maintained under this clause shall be made available by Subrecipient for inspection, copying, or transcription by authorized representatives of the Department of Treasury, the Commission, and the Department of Labor, and Subrecipient will permit such representatives to interview employees during working hours an the job. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of"funding agreement" under 37 CFR § 401.2 a and the recipient or Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Additional/Supplemental Provision: NOT APPLICABLE. Only applies to a "funding agreement" defined as `"any contract,grant, or cooperative agreement entered into between any federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph." 37 CFR 401.2(a). (G) Clean Air Act L42 U.S.C. 7401-7671 . and the Federal Water Pollution Control Act 33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671g) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Additional/Supplemental Provision: If not already addressed, Subrecipient agrees as follows: Pursuant to Title 2 C.F.R. Appendix II to Part 200 Federal Rule (G), when the Commission expends federal funds for a contract in excess of$150,000 Subrecipient agrees as follows: Clean Air Act: Subrecipient agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended,42 U.S.C. § 7401 et seq. Page 26 of 59 Subrecipient agrees to report each violation to the Commission and understands and agrees that the Commission will, in turn, report each violation as required to assure notification to Treasury, and the appropriate Environmental Protection Agency Regional Office. Subrecipient agrees to require inclusion of these requirements by its Contractor(s) in each subcontract exceeding$150,000 financed in whole or in part with federal assistance provided by Treasury. Federal Water Pollution Control Act: Subrecipient agrees to comply with all applicable standards, orders, or regulations issued pursuant to the federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq. Subrecipient agrees to report each violation to the Commission and understands and agrees that the Commission will, in turn, report each violation as required to assure notification to Treasury and the appropriate Environmental Protection Agency RegTonal Office. Subrecipient agrees to include these requirements in each of Subrecipient's contracts or other form of agreement exceeding$150,000 financed in whole or in part with federal assistance provided by Treasury. (H) Debarment and Suspension Executive Orders 12549 and 12689) -A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (appears at 3 CFR part 1986 Comp., p. 189) and 12689 (appears at 3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Additional/Supplemental Provision: If not already addressed, Subrecipient agrees as follows: Pursuant to Title 2 C.F.R. Appendix It to Part 200 Federal Rule (H), Subrecipient certifies and agrees as follows: Suspension and Debarment: The Contract is a covered transaction for purposes of 2 C.F.R. Part 180 and 2 C.F.R. Part 3000. As such, Subrecipient is required to verify that none of its Subrecipient's principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). Subrecipient must comply with 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by the Commission. If it is later determined that Subrecipient did not comply with 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C, in addition to remedies available to the Commission, the federal government may pursue available remedies, including but not limited to suspension and/or debarment. Prior to entering into contracts funded with award funds, Subrecipient must verify that such Contractors are not suspended, debarred, or otherwise excluded pursuant to 31 C.F.R. § 19.300. Page 27 of 59 (1) Byrd Anti-Lobbying Amendment 31 U.S.C. 13521—Subrecipient applying for a Subaward or has an existing agreement with a Contractor that Subrecipient intends to fund in whole or in part with federal funds exceeding$100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. Add itiona I/SupplementaI Provision: if not already addressed, Subrecipient agrees as follows: Pursuant to Title 2 C.F.R.Appendix II to Part 200 Federal Rule (1), Subrecipient certifies and agrees as follows: Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended). In the event Subrecipient applied for an award, or has an existing contract with a Contractor, exceeding$100,000 shall complete on company letterhead and file the required certification (Attachment 7). Each tier certifies to the tier above that it will not and has not used federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any federal contract, grant,or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the federal awarding agency." (J) Per 2 C.F.R. § 200.323 Procurement of Recovered Materia'- --A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Additional/Supplemental Provision: If not already addressed, Subrecipient agrees as follows: Pursuant to Title 2 C.F.R. Appendix II to Part 200 Federal Rule (J), Subrecipient agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. (K) Per 2 C.F.R. § 200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or E ui Ment -- (a) Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to: (1) Procure or obtain; (2) Extend or renew a contract to procure or obtain; or Page 28 of 59 (3) Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company(or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (iii)Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. • (b) In implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services,to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained. • (c) See Public Law 115-232, section 889 for additional information. • (d) See also 2 C.F.R. § 200.471. Additional/Supplemental Provision: If not already addressed, Subrecipient agrees as follows: Pursuant to Title 2 C.F.R. Appendix II to Part 200 Federal Rule (K), Subrecipient agrees as follows: (a) Definitions, As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy 405-143-1, Prohibitions on Expending FEIVIA Award Funds for Covered Telecommunications Equipment or Services (Interim), as used in this clause— (b) Prohibitions. ;iscal Section 889(b) of the John S. McCain National Defense Authorization Act for Year 2019, Pub. L. No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons. Page 29 of 59 • Unless an exception in paragraph (c) of this clause applies, the contractor and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to: • Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; • Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; • Enter into, extend, or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or • Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. (c) Exceptions. (1) This clause does not prohibit contractors from providing— (i) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) By necessary implication and regulation, the prohibitions also do not apply to: (i) Covered telecommunications equipment or services that: i. Are not used as a substantial or essential component of any system; and ii. Are not used as critical technology of any system. (ii) Other telecommunications equipment or services that are not considered covered telecommunications equipment or services. (d) Reporting requirement. (1) In the event Subrecipient identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or Subrecipient is notified of such by a Contractor or subcontractor at any tier or by any other source, Subrecipient shall report the information in paragraph (d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information. (2) Subrecipient shall report the following information pursuant to paragraph (d)(1) of this clause: Page 30 of 59 (i) Within one business day from the date of such identification or notification: The contract number;.the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii} Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. Subrecipient shall insert the substance of this clause, including this paragraph (e), in all contracts, subcontracts, and other contractual instruments. • (L) Per 2 C.F.R. § 200.322 Domestic Preferences for Procurements—(a) As appropriate and to the extent consistent with law, the non-Federal entity does, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials by Subrecipient produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The preceding preference must be included by Subrecipient in any contracts, subcontracts or other agreements entered into as part of providing property and services to the non-Federal entity. Additional/Supplemental Provision: If not already addressed, Subrecipient agrees as follows: Pursuant to Title 2 C.F.R. Appendix 11 to Part 200 Federal Rule (L), Subrecipient agrees as follows: Domestic Preference for Procurements. (a) As appropriate, and to the extent consistent with law, Subrecipient should, to the greatest extent practicable, provide a preference for the purchase,acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. (b) For purposes of this section.- (1) ection:(1) "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. (M) Per 2 C.F.R. § 200.321 Contracting with small and minority husinesses, women's business enterprises, and labor surplus area firms. Additional/Supplemental Provision: If not already addressed, Subreciplent agrees as follows: Page 31 of 59 follows:Pursuant to Title 2 C.F.R. Appendix it to Part 200 Federal Rule (M), Subrecipient agrees as If a Subrecipient's Contractor subcontracts any portion of the delivery or providing of property and services to 9-1-1 Entity, Subrecipient must require Contractor to make good-faith, reasonable efforts to take the affirmative steps provided in 2 C.F.R. § 200.321(b)(1)—(5). SECTION 22: CONTACT INFORMATION, CONTRACT MANAGERS, AND NOTICES 22.1 Contact Information for the Commission's Awarding Official, The Commission's Awarding Official is its Executive Director, whose contact information is: Kelli Merriweather, Executive Director Commission on State Emergency Communications 333 Guadalupe Street, Suite 2-212, Austin, Texas 78701 512-305-6911 Kelli.merriweather csec.texas.clov 22.2 Federal Grant Managers. The Commission and Subrecipient shall each designate in writing an individual to serve as their respective Federal Grant Manager during the Contract Term. The Federal Grant Manager is the primary point of contact with respect to obligations under the Contract. Any change in designation of a Federal Grant Manager must be noticed in writing. • Commission Federal Grant Manager: Frank Rivera Commission on State Emergency Communications 1801 N. Congress Ave., Suite 11.100,Austin,Texas 78701 512-305-6914 Frank.Rivera(a7csee.4exas Dov • Subrecipient Federal Grant Manager: Deputy Chief Christopher White Corpus Christi Police Department MetroCom Division 321 John Sartain Corpus Christi, Texas 78401 22.3 Notices. Any and all notices permitted or required to be given hereunder are deemed duly given (i) upon actual delivery, if delivery is by hand; (ii) upon receipt if sent via facsimile; or(iii) upon delivery into the United States mail if delivery is by postage paid registered or certified return receipt requested mail. E-mailed notices are not permitted. Each such notice must be sent to the respective Party at the address indicated below or to any other address as the respective Party may designate by notice delivered pursuant to this subsection. If to the Commission: Commission on State Emergency Communications C/o Commission Federal Grant Manager 1801 N. Congress Ave., Suite 11.100,Austin, Texas 78701 Page 32 of 59 If to Subrecipient: Deputy Chief Christopher White Corpus Christi Police Department 321 John Sartain Corpus Christi, Texas 78401 SECTION 23: UNIFORM STATE OF TEXAS ASSURANCES As the duly authorized representative of Subrecipient, and pursuant to the OOG's terms and conditions of the Commission's Award, the Comptroller of Public Accounts Procurement and Contract Management Guide, and TxGMS Appendix 6, Uniform Assurances by Local Governments, by executing the Contract Subrecipient certifies that Subrecipient: 1. Shall comply with Texas Government Code, Chapter 573, by ensuring that no officer, employee, or member of the grantee's governing body or of the grantee's contractor shall vote or confirm the employment of any person related within the second degree of affinity or the third degree of consanguinity to any member of the governing body or to any other officer or employee authorized to employ or supervise such person.This prohibition shall not prohibit the employment of a person who shall have been continuously employed for a period of two years, or such other period stipulated by local law, prior to the election or appointment of the officer, employee, or governing body member related to such person in the prohibited degree. 2. Shall insure that all information collected, assembled, or maintained by the grantee relative to a project will be available to the public during normal business hours in compliance with Texas Government Code, Chapter 552, unless otherwise expressly prohibited by law. 3. Shall comply with Texas Government Code, Chapter 551, which requires all regular, special, or called meetings of governmental bodies to be open to the public, except as otherwise provided by law or specifically permitted in the Texas Constitution. 4. Shall comply with Section 231.006,Texas Family Code, which prohibits payments to a person who is in arrears on child support payments. 5. Shall not contract with or issue a license, certificate, or permit to the owner, operator, or administrator of a facility if the grantee is a health, human services, public safety, or law enforcement agency and the license, permit, or certificate has been revoked by another health and human services agency or public safety or law enforcement agency. 6. Shall comply with all rules adopted by the Texas Commission on Law Enforcement pursuant to Chapter 1701, Texas Occupations Code, or shall provide the grantor agency with a certification from the Texas Commission on Law Enforcement that the agency is in the process of achieving compliance with such rules if the grantee is a law enforcement agency regulated by Texas Occupations Code, Chapter 1701. 7. Shall follow all assurances. When incorporated into a grant award or contract, standard assurances contained in the application package become terms or conditions for receipt of grant funds. Administering state agencies and grantees shall maintain an appropriate contract administration system to insure that all terms, conditions, and specifications are met. (See TxGMS for additional guidance on contract provisions.) Page 33 of 59 8. Shall comply with the Texas Family Code, Section 261,101, which requires reporting of all suspected cases of child abuse to local law enforcement authorities and to the Texas Department of Child Protective and Regulatory Services. Grantee shall also ensure that all program personnel are properly trained and aware of this requirement. 9. Shall comply with all federal statutes relating to nondiscrimination, These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits discrimination on the basis of race, color, or national origin; (b)Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990 including Titles I, 11, and III of the Americans with Disability Act which prohibits recipients from discriminating on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities,44 U.S.C. §§ 12101-12213; (d) the Age Discrimination Act of 1974, as amended (42 U.S.C. §§6101-6107), which prohibits discrimination on the basis of age; (e)the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment, and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (g) §§523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h)Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental, or financing of housing; (i) any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and (j) the requirements of any other nondiscrimination statute(s) which may apply to this Grant. 10. Shall comply, as applicable, with the provisions of the Davis-Bacon Act (40 U.S.C. §§276a to 276a-7), the Copeland Act(40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Work Hours and Safety Stardards Act (40 U.S.C. §§327-333), regarding labor standards for federally assisted construction subagreements. 11. Shall comply with requirements of the provisions of the Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (P.L. 91-646), which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal or federally assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases. 12. Shall comply with the provisions of the Hatch Political Activity Act (5 U.S.C. §§7321-29), which limit the political activity of employees whose principal employment activities are funded in whole or in part with Federal funds. 13. Shall comply with the minimum wage and maximum hours provisions of the Federal Fair Labor Standards Act and the Intergovernmental Personnel Act of 1970, as applicable. 14. Shall insure that the facilities under its ownership, lease, or supervision which shall be utilized in the accomplishment of the project are not listed on the Environmental Protection Agency's (EPA) list of Violating Facilities and that it will notify the Federal grantor agency of the receipt of any communication from the Director of the EPA Office of Federal Activities indicating that a facility to be used in the project is under consideration for listing by the EPA (EO 11738). Page 34 of 59 15. Shall comply with the flood insurance purchase requirements of Section 102(x) of the Flood Disaster Protection Act of 1973, Public Law 93-234. Section 102(a) requires the purchase of flood insurance in communities where such insurance is available as a condition for the receipt of any Federal financial assistance for construction or acquisition proposed for use in any area that has been identified by the Secretary of the Department of Housing and Urban Development as an area having special flood hazards. 16. Shall comply with environmental standards which may be prescribed pursuant to the following: (a) institution of environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and Executive Order(EO) 11514; (b) notification of violating facilities pursuant to EO 11738; (c) protection of wetlands pursuant to EO 11990; (d) evaluation of flood hazards in floodplains in accordance with EO 11988; (e) assurance of project consistency with the approved state management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. §§1451 et seq.); (f) conformity of federal actions to State (Clear Air) Implementation Plans under Section 176(c) of the Clear Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended (P.L. 93-523); and (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93-205). 17. Shall comply with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§1271 et seq.) related to protecting components or potential components of the national wild and scenic rivers system. 18. Shall assist the awarding agency in assuring compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C. §470), EO 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. §§469a-1 et seq.). 19. Shall comply with the Laboratory Animal Welfare Act of 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) which requires the minimum standards of care and treatment for vertebrate animals bred for commercial sale, used in research,transported commercially, or exhibited to the public according to the Guide for Care and Use of Laboratory Animals and Public Health Service Policy and Government Principals Regarding the Care and Use of Animals. 20. Shall comply with the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. §§4801 et seq.) which prohibits the use of lead-based paint in construction or rehabilitation of residential structures. 21. Shall comply with the Pro-Children Act of 1994 (Public Law 103-277), which prohibits smoking within any portion of any indoor facility used for the provision of services for children. 22. Shall comply with all federal tax laws and are solely responsible for filing all required state and federal tax forms. 23. Shall comply with all applicable requirements of all other federal and state laws, executive orders, regulations, and policies governing this program. 24. And its principals are eligible to participate and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state, or local governmental entity and it is not listed on a state or federal government's terrorism watch list as described in Executive Order 13224. Entities ineligible for federal procurement have Exclusions listed at htt s: sam. ov content/entity-information. Page 35 of 59 25. Shall adopt and implement applicable provisions of the model HPV/AIDS work place guidelines of the Texas Department of Health as required by the Texas Health and Safety Code,Ann., Sec. 85.001, et seq. 26. Shall comply with the Drug-Free Workplace Rules established by the Texas Worker's Compensation Commission effective April 17, 1991. 27. Shall comply with applicable Uniform Assurances by Local Governments per Texas Government Code Section 783.005 and TxGMS Appendix 6. 28. Shall comply with and require of its vendors compliance with applicable Texas Required Contract Clauses in the Comptroller of Public Accounts Procurement and Contract Management Guide Appendix 24. Included therein is the Critical Infrastructure Affirmation pursuant to the Lone Star Infrastructure Protection Act adopted by the 87"Texas Legislature and effective on June 18, 2021. Per Texas Attorney General 0 on No KP-0410 (June 6, 2022): The Lone Star Infrastructure Protection Act prohibits contracts or other agreements with certain foreign-owned companies in certain circumstances in connection with critical infrastructure in this State. For the Act to apply, the agreement at issue must give a company direct or remote access to or control of critical infrastructure. [For example,] An agreement to provide standard utility services, by itself, does not grant an entity the ability to access critical infrastructure as contemplated by the Act.The extent to which any specific agreement grants direct or remote access to or control of critical infrastructure will depend in part on the terms of the contract at issue. See also Opinion No. KP-0388 (September 23, 2021). SECTION 24: CONTRACT CONSTRUCTION 24.1 Construction of Contract. The provisions of this Section 24 are intended to be a general introduction to this Contract, and are not intended to expand the scope of the Parties' obligations hereunder or to alter the plain meaning of the terms and conditions of this Contract. However, to the extent the terms and conditions of this Contract do not address a particular circumstance or are otherwise unclear or ambiguous, such terms and conditions are to be interpreted and construed in a manner that is intended to achieve the purposes of this Contract. 24.2 Incorporation by Reference. All attachments attached hereto are hereby incorporated by reference herein in their entirety for all purposes. 24.3 Table of Contents and Headings. The table of contents and headings (i.e., section, subsection, paragraph, and subparagraph) used in this Contract are intended as a convenience and reference and are not intended to limit the scope of the Contract. 24.4 Counterparts. This Contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 24.5 Entire Contract. This Contract contains the entire agreement between the Parties hereto and supersedes and amends all prior understandings, arrangements, and agreements with respect to the subject matter hereof, whether oral or written. 24.6 Amendments. Except as otherwise specifically provided herein, the Contract shall not be modified, amended, or in any way altered, except by an instrument in writing signed by authorized personnel of the Commission and Subrecipient. Page 36 of 59 24.7 Survival of Representations, Warranties, and Confidential Information. The terms and provisions contained in this Contract that by their sense and context are intended to survive the performance hereof by either or both Parties hereto shall so survive the Contract. The terms that specifically survive the Contract include, but are not limited to, terms relating to Audit Requirements, Return of Subaward, and Right to Withhold, Offset, Adjust. 24.8 Applicable Law and Venue.This Contract is made and entered into in the State of Texas and this Contract and all legal actions arising out of or relating thereto shall be governed by the laws of the State of Texas, without regard to any otherwise applicable conflict of law rules or requirements. Except as otherwise stated herein or agreed to in writing by the Commission, Subrecipient agrees that any action, suit, litigation or other proceeding (collectively "litigation") arising out of or in any way relating to this Contract, or the matters referred to therein, shall be commenced exclusively in the Travis County District Court or the United States District Court for the Western District of Texas,Austin Division, and hereby irrevocably and unconditionally consent to the exclusive jurisdiction of those courts for the purpose of prosecuting and/or defending such litigation. To the extent permitted by law, Subrecipient hereby waives and agrees not to assert by way of motion, as a defense, or otherwise, in any suit, action or proceeding, any claim that (a) Subrecipient is not personally subject to the jurisdiction of the above-named courts; or(b)that the agreed venue of the action, suit, litigation or other proceeding is in an improper county, is brought in an inconvenient forum, or subjects Subrecipient to local prejudice. 24.9 Non-waiver. The failure of a Party to insist upon strict performance of any of the terms or conditions herein, irrespective of the length of time for which such failure shall continue, shall not be a waiver of that Party's right to demand strict compliance in the future. No waiver or consent shall be effective unless in writing and signed by the Party against whom such waiver or consent is asserted. 24.10 Partial Invalidity. If any term or provision of this Contract, or of any document incorporated herein by reference, shall be found to be illegal or unenforceable then, notwithstanding such illegality or unenforceability, this Contract, and each incorporated document, shall remain in full force and effect and such term or provision shall be deemed to be deleted. 24.11 Assignment of Contract. Subrecipient is precluded from assigning any portion of the Contract. 24.12 Covenant of Further Assurances.The Parties covenant and agree that, during the Contract Term and without any additional consideration, the Commission and the Subrecipient shall execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Contract and any amendment or modification hereto. IN WITNESS WHEREOF, this Contract has been executed by the Parties to be effective as herein above provided. Texas Commission on State Emergency Subrecipient: Communications City of Corpus Christi Mike Markle Chief of Police Page 37 of 59 Kelli Merriweather Signature Executive Director Printed Name: Mike Mar C�(e Title: ChlebofPol'c liq ) Printed Name Authorized Agent (if executing): Title: Company Name: City of Corpus Christi Date: Date: Page 38 of 59 ATTACHMENT l : OOC CSFRF TERMS AND CONDITIONS CSF R%20Terms%20 and%20Conditions° Page 39 of 59 ATTACHMENT 2; REQUEST FOR REIMBURSEMENT (Begins on next page.) Page 40 of 59 TEXAS 9-1 -1 ENTITY SUBRECIPIENT REQUEST FOR REIMBURSEMENT Funding of Subrecipient's subaward will be done by the Commission on State Emergency Communications(Commission) no more than once a month. The Commission's funding of the subaward will be provided on a reimbursement only basis and is contingent upon: (1) Subrecipient's continuous compliance (Section 18: Subrecipient Compliance); (2) Subrecipient providing sufficient documentation detailing its incurred costs and that such costs were Eligible Costs; and (3) that it has paid the total cost of the goods and services for which it is seeking reimbursement thereof. No advance funding of the Subaward will be made by the Commission. 1. Subrecipient name (must match the name associated with its unique entity identifier): 2. Name and Title of Person with Knowledge and Authority to Submit the Request for Reimbursement (must match the name of the person signing the Request): 3. Subrecipient's unique entity identifier: 4. Senate Bill 8-Section 30: Next Generation 911 Fund (EC6.1 Revenue Replacement—Provision of Government Services). 5. Catalog of Federal Domestic Assistance (CFDA) Number and Name: 21.027 CS-Coronavirus State Fiscal Recover Fund. 6. Description of NG9-1-1 Grant Project/Subproject for which Reimbursement is Requested. (Description must include sufficient information to allow the Commission to determine that the Request for Reimbursement is for Eligible Costs as provided in Subrecipient's Contract with the Commission.): 7. Administrative Costs. To the extent applicable to Subrecipient and reflected in its Grant Application (Section 5), Eligible Uses in the preceding section includes Subrecipient internal direct costs and indirect costs. For additional information see Direct and Indirect (F&A) Costs 2 C.F.R. §§ 200.412 - 200.415 or contact the Commission's Federal Grant Manager. • Standards for Documentation of Personnel Expenses. To the extent Administrative Costs are included, Subrecipient's costs for salaries and wages must align with 2 C.F.R.J200.430 i and be based on records that must(1) accurately reflect the work performed for which reimbursement is requested; and (2) be supported by a system of internal controls which provide reasonable assurance that charges for Subrecipient's personnel expenses are accurate, allowable, and properly allocated. • Indirect Costs. Reimbursable per Subrecipient's negotiated indirect cost rate agreement or de minimis ten percent(10%) authorized by ARPA and the Final Rule. • Internal Direct Costs. Reimbursable to the extent supported by adequate documentation of internal personnel (including contract staff/personnel) time and effort ("T&E") as follows: Page 41 of 59 • For internal personnel who did not document T&E from the start of the Period of Performance on November 8, 2021,through the Contract Effective Date, Subrecipient can complete an attestation for hours worked if percentage of time dedicated to Subrecipient NG9-1-1 Grant Project is less than 100%. For personnel dedicated 100%to NG9-1-1 Grant Project, see requirements below. • For internal personnel following the Contract Effective Date, a T&E worksheet for each such personnel must be completed and included in any request for reimbursement for personnel whose time spent on Subrecipient's NG9-1-1 Grant Project is less than 100% during the Period of Performance. + For internal personnel whose ME is 100%dedicated to Subrecipient's NG9-1-1 Grant Project during the Period of Performance, each such personnel's job description and duties must reflect 100%commitment to NG9-1-1 Grant Project; and an attestation must be Provided by Subrecipient for such personnel at the beginning of the Contract Effective Date and thereafter ever six-months or as requested by the Commission's Federal Grant Manager. • T&E worksheet and other documentation must include unique entity identifier, date covered by the worksheet, vendor name (for contract staff), amount, purpose. 8. Total Cost of NG9-1-1 Grant Project (or component/subproject) for which Reimbursement is Requested: 9. Total Amount Paid by Subrecipient (must equal the Total Cost amount in line 8): a. Total Amount Paid by Subrecipient (If Direct Cost for Personnel is being requested, Line 9 and 9a must equal Total Cost amount in line 8) $ 10. List of Documents in Support of Request (documents must be attached to Request). Must include, at a minimum, paid invoices the total of which equals lines 8 and 9: a. b. C. d. e. f. 9. REQUEST FOR REIMBURSEMENT CERTIFICATION To assure that Subrecipient's costs are proper and in accordance with the terms and conditions of the Contract, the Subaward, Subrecipient's approved Grant Application, approved project budgets, and in accordance with 2 C.F.R. § 200,415, an official with knowledge and authorization makes the following certification on behalf of Subrecipient: By signing this Request for Reimbursement, I certify to the best of my knowledge and belief that the Request is true, complete, and accurate, and the costs for which reimbursement is requested are eligible costs for the purposes and objectives set forth in the terms and conditions of the CSEC-Subrecipient Contract and the federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812). Page 42 of 59 Signature: Printed Name: Title: Date: Page 43 of 59 ATTACHMENT 3: TIME AND EFFORT ATTESTATION Time and Effort reporting is a federally mandated process that confirms that the compensation charged to federal grant funded projects are reasonable and reflect the actual work performed. Who must complete Time and Effort Certification Forms? Employees and Contract Personnel if any portion of their compensation is direct charged to Subawa rd grant (r.e., Subrecipient internal direct costs). Employees/Contract Personnel must consider their level of effort committed to the Subaward and their ability to meet those commitments, NOTE: Payroll Timesheets and time and effort attestation are not synonymous. Thus, time and effort attestation is documented on a separate form. What is percent effort? Effort is measured as a percent of the employee's total employment obligation. Percent effort represents the portion of time an employee spends on each employment activity and is expressed as a percent of the employee's total activity, including non-grant funded activities. Total activity equals 100% effort and may not exceed 100%. The percent effort is not based on a typical work week. Total Effort is 100% of time regardless of the number of hours worked (for example, a typical work week may be 30 hours for one individual and 45 hours for another). If you have any questions, contact the Commission's Federal Grant Manager at 512-395-6914. Time and Effort Attestation form begins on next page. Page 44 of 59 Senate Bill S - Coronavirus State Fiscal Recovery Fund Time and Effort Attestation Employee Name and Title: Reporting Period: Total Hours Worked: During the reporting period shown above, my responsibilities were divided between the following activities in the percentage shown. Time and Activity Report Program Area (Activity) Nov. Dec. Jan. Feb. Mar. Apr. May June SBS—CSFRF Subaward Grant 4549601 Unrestricted Subrecipient Funds or Non-Grant Activity 5ubtotol 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Certification (2 C.F.R. § 200.415) By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures and disbursements are for the purposes and objectives set forth in the terms and conditions of the contract. 1 am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. Employee Signature Date Subrecipient NG9-1-1 Grant Project Director or Date Supervising Administrator Signature and Title Page 45 of 59 Page 46 of 59 ATTACHMENT 4: QUARTERLY FINANCIAL AND COMPLETION PROGRESS REPORTS (Begins on next page.) Page 47 of 59 Senate Bill 8 - Coronavirus State Fiscal Recovery Fund Quarterly Financial and Completion Progress Report Date Report Number and Period Subrecipient Name: Subrecipient Contact Person/Contact Information: Subrecipient Unique Entity Identifier NG9-1-1 Grant Project Name: Recipient Name: Commission on State Emergency Communications CSEC Contact Person: Frank Rivera frankr csec.texas. ov Grant Award Number: 4549601 CSEC Unique Entity Identifier: YGB4KL8NSHB9 Provide information on S68 CSFRF funded NG9-1-1 Grant Project by Subproject. Subproject descriptions must describe the Subproject in sufficient detail to provide understanding of the major activities that will/have occurred. (_Complete for each Subproject comprising the Subrecipient's NG9-1-1 Grant Project.) Obligations and Expenditures: Subrecipient to provide detailed description on the project/subproject obligations and expenditures: Subproject name: Current period obligation: Cumulative obligation: Current period expenditure: Cumulative expenditure: Overview: Page 48 of 59 Subproject Status: Subrecipient to provide detailed description on subproject status each reporting period, in four categories (circle one) plus Overview: Not Started: Completed less than 50 percent: Completed 50 percent or more: Completed: Overview: Certification (2 C.F.R. § 200.415) By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures and disbursements are for the purposes and objectives set forth in the terms and conditions of the contract. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. Signature of Subrecipient's Authorized Person Printed Name, Title Date Page 49 of 59 ATTACHMENT 5: ANNUAL PERFORMANCE REPORT (Begins on next page.) Page 50 of 59 Senate Bili 8 - Coronavirus State Fiscal Recovery Fund ANNUAL PERFORMANCE PROGRESS REPORT Subrecipient Organization (Name and complete address including zip code) Award Identification Number: Performance Narrative I (Please describe your NG9-1-1 Grant Project activities and progress made during the past fiscal year. This should include a description of federal fund reimbursements to date (inch the amount spent), key miiestones, the primary activities needed to accomplish those milestones, significant project accomplishments, and any delays or challenges. Explain the reasons why any established goals were not met, if applicable.) Performance Metrics (Please identify the metrics you have established to assess program implementation and the progress made in achieving these metrics during the reporting period.) Performance Projections (Please describe your anticipated project activities and progress for the next fiscal year. This should include a description of federal expenditures(including the projected amount), key milestones, the primary activities needed to accomplish those milestones, significant project accomplishments, and any potential delays or challenges you foresee.) Page 51 of 59 Certification: 1 certify to the best of my knowledge and belief that this report is correct and complete for performance of activities for the purposes set forth in the award documents.. Subproject Completion Report. Typed or Printed Name and Title of Authorized Certifying Official Signature of Authorized Certifying Official 5c.Telephone (area code, number and extension) 5d. Email Address 5e. Date Report Submitted (Month, Day,Year) Page 52 of 59 Senate Bill S - Coronavirus State Fiscal Recovery Fund Quarterly Financial and Completion Progress Report Date Report Number and Period Subrecipient Name: Subrecipient Contact Person/Contact Information: Subrecipient Unique Entity Identifier NG9-1-1 Grant Project Name: Recipient Name: Commission on State Emergency Communications CSEC Contact Person: Frank Rivera frankr@csec.texas.gov Grant Award Number: 4549601 CSEC Unique Entity Identifier: YGB4KLSNSHB9 Provide information on SBS CSFRF funded NG9-1-1 Grant Project by Subproject. Subproject descriptions must describe the Subproject in sufficient detail to provide understanding of the major activities that will/have occurred. (Complete for each Subproject comprising the Subreci ient's NG9-1-1 Grant Pro'ect.) Obligations and Expenditures: Subrecipient to provide detailed description on the project/subproject obligations and expenditures: Subproject name: Current period obligation: Cumulative obligation: Current period expenditure: Cumulative expenditure: Page 53 of 59 Overview: Subproject Status: Subrecipient to provide detailed description on subproject status each reporting period, in four categories (circle one) plus Overview: Not Started: Completed less than 50 percent: Completed 50 percent or more: Completed: Overview: Certification (2 C.F.R. § 200.415) By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures and disbursements are for the purposes and objectives set forth in the terms and conditions of the contract. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. Signature of Subrecipient's Authorized Person Printed Name, Title Date Page 54 of 59 ATTACHMENT 6: RISK ASSESSMENT (Begins on next page.) Page 55 of 59 Senate Bill 8 - Coronavirus State Fiscal Recovery Fund RISK ASSESSMENT I. SUBRECIPIENT Subrecipient Name: City of Cor us Christi Subrecipient Contact Person/Contact Information: Deputy Chief Christopher White 361-886-2612 Subrecipient Unique Entity Identifier XETBTPKCL895 NG9-1-1 Grant Project Name: NEXGEN 9-1-1 FUND CSEC-Texas 9-1-1 Entity Subrecipient Subaward Grant SB8 II. RISK ASSESSMENT INFORMATION To allow the Commission to evaluate Subrecipient's risk of noncompliance with Federal statutes, regulations,the terms and conditions of the Contract, and to determine the appropriate level of monitoring of Subrecipient, Subrecipient provides the following: 1. Subrecipient's prior experience with the same or similar subawards is: None 2. Results of previous audits of Subrecipient, include whether or not the Subrecipient receives a Single Audit in accordance with 2 C.F.R. Subpart F-Audit„Rectuirements, and the extent to which the same or similar subaward has been audited: N A 3. Whether the Subrecipient has new personnel or new or substantially changed systems. _N/A Page 56 of 59 4. The extent and results of Federal awarding agency monitoring (e.g., if the subrecipient also receives Federal awards directly from a Federal awarding agency): N A Page 57 of 59 ATTACHMENT 7: CERTIFICATION REGARDING LOBBYING (Begins on next page.) 44 C.F.R. PART 18 CERTIFICATION REGARDING LOBBYING Federal Byrd Anti-Lobbyinia Amendment, 31 U.S.C. § 1352 Certification for Contracts Grants Loans and Cooperative Agreements The undersigned, on behalf of City of Corpus Christi,Texas, certifies to the best of his or her knowledge that: 1. No Federal appropriated funds received from the Commission on State Emergency Communications (Commission) have been paid or will be paid, by cr on behalf of the undersigned Company, 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 Company's contract or other form of agreement with the Commission, the awarding by Company of any contract or other form of agreement funded in whole or in part with Federal appropriated funds,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 received from the Commission 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 Company's contract or other form of agreement with the Commission;the awarding by Company of any contract or other form of agreement funded in whole or in part with Federal appropriated funds; or a Federal contract, grant, loan, or cooperative agreement,the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions (https://www.grants.gov/web/grantslforms/sf-424-family.html). 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 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). 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. Company certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, Company understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. Please check the appropriate box: Page 58 of 59 XNo non-federal funds have been used or are planned to be used for lobbying in connection with this application/award/contract. ❑ Attached or previously provided is Standard Form LLL, "Disclosure of Lobbying Activities," which describes the use (past or planned) of non-federal funds for lobbying in connection with this application/award/contract. Executed this day of Zp22- By_City Of Corpus Christi Texas (Type or Print Name of Company) By: Mike Markle, Chief of Polige (Type or Print Name of Company's Authorized Off i 1 d TJ le) By: j (Signature of Company's Authorized Official) Page 59 of 59 so �o o� A P v AGENDA MEMORANDUM WoRPORPg4 First Reading Ordinance for the City Council Meeting October 18, 2022 1852 Second Reading Ordinance for the City Council Meeting October 25, 2022 DATE: October 18, 2022 TO: Peter Zanoni, City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3938 Acceptance of a grant for $10,000 from The Hartford for the Corpus Christi Fire Department to support community-wide fire safety education efforts and programming CAPTION: Ordinance authorizing acceptance of a grant from The Hartford in the amount of $10,000.00 to the Corpus Christi Fire Department to support community-wide fire safety education efforts and programming; and appropriating $10,000 into Fire Grant Fund. SUMMARY: This ordinance authorizes the acceptance and appropriation of a grant from The Hartford, totaling $10,000 for the Corpus Christi Fire Department. The grant funds will support community-wide fire safety education efforts and programming. BACKGROUND AND FINDINGS: On September 14, 2022, the Corpus Christi Fire Department (CCFD) was awarded a grant in the amount of $10,000 from The Hartford. The Hartford is an insurance company headquartered in Hartford, Connecticut. The Junior Fire Marshall Program, which is the Hartford's fire safety grant program, began in 1947 and has since deputized more than 112 million Junior Fire Marshals as part of this public education program. In 2020, The Hartford released The Hartford Fire Index, which ranks the top 150 cities in the U.S. based on their risk of home fires. Corpus Christi ranks 106 out of the 150 cities evaluated. Corpus Christi ranked 97 in the previous assessment which was conducted in 2017. The Hartford Fire Index is based on a combination of FEMA's National Fire Incident Reporting System (NFIRS) data and the survey results from residents in the 200 largest U.S. cities (based on number of housing units). A rate of residential structure fires per 10,000 housing units was calculated for each city using the reported number of annual residential structure fires reported in NFIRS with the total number of housing units reported in the 2010 U.S. Census. Standardized fire rates and survey scores were combined to produce a ranked, composite Home Fire Risk score for each city. As part of the study, The Hartford pledged to donate $10,000 to both the public-school districts and local fire departments in each of the top 150 cities. As a result, the City has been awarded $10,000 to support fire safety education efforts and programming. The Hartford grant fund uses include, but are not limited to, fire safety awareness and public education within the community and local schools. This is the second time the City has received The Hartford grant award. In 2020, the City received its first $10,000 award from The Hartford based on its Fire Index score at that time. The funds are awarded with the expectation that they be used for fire prevention activities and education. The Hartford is an insurance company that promotes fire prevention as part of their community engagement. Accordingly, CCFD will use the award funds for fire prevention and public education. This will include education materials geared towards children consisting of workbooks, coloring books, and plastic fire helmets and badges used to reinforce fire safety messages. CCFD may utilize a portion of the award funds to purchase a prop that is used for fire extinguisher training. This training would target adults or those who may be expected to utilize a fire extinguisher. ALTERNATIVES: The alternative is not to accept this grant and instead find other funding through the City's General Fund in order to purchase the necessary supplies and equipment for the Fire Safety Education program. FISCAL IMPACT: Acceptance of funds in the amount of $10,000 and appropriating $10,000 to the FY 2023 Fire Grants Fund. Funding Detail: Fund: 1062 Fire Grants Organization/Activity: 840028L Hartford —JFM Grant Mission Element: 888 Revenue Project # (CIP Only): N/A Account: 340000 Contributions & Donations Amount: $10,000 RECOMMENDATION: Staff recommends that City Council authorize the ordinance to accept and appropriate the grant funds in the amount of$10,000, as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance authorizing acceptance of a grant from The Hartford in the amount of $10,000.00 to support fire safety education efforts and programming; and appropriating $10,000 into Fire Grant Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to accept a grant from The Hartford in the amount of $10,000 to support fire safety education efforts and programming. SECTION 2. That $10,000 is appropriated in the No. 1062 Fire Grant Fund. 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 so �o o� A PH v AGENDA MEMORANDUM First Reading Ordinance for City Council on 10/18/2022 WoRPORPg4 1852 Second Reading Ordinance for City Council on 10/25/2022 DATE: October 18, 2022 TO: Peter Zanoni, City Manager FROM: Albert J Raymond III, Director Development Services alraymonda-cctexas.com (361) 826-3575 Water Arterial Transmission and Grid Main Construction and Reimbursement agreement appropriating trust funds for MPM Development, LP for construction of a residential subdivision located on North of FM 43 and West of CR 33, Kings Landing Unit 2 CAPTION: Ordinance authorizing a Water Arterial Transmission Grid Main Construction and Reimbursement Agreement ("Agreement") for up to $67,917.98 with MPM Development, LP ("Developer") for the construction of a water arterial transmission grid main line for a residential development located on Road 43 (Weber Road) and West of County Road 33, East of Digger Lane, with a completion date of within 24 months; appropriating future revenues of$67,917.98 from the Water Arterial Transmission & Grid Main Trust Fund to reimburse the developer in accordance with the agreement. (District 3) SUMMARY: MPM Development, LP is required to install 508 linear feet of 12-inch PVC Pipe waterline extension to provide adequate water to the proposed residential subdivision development named Kings Landing Unit 2. The proposed subdivision will include 129 single family homes. BACKGROUND AND FINDINGS: Per UDC Section 8.5.1.0 in the event that the arterial transmission and grid main system are not in place when required for development, the developer may install that portion themselves to meet the Water Distribution System Standards,Water Transmission Master Plan, and Fire Suppression Rating Schedule. Under Section 8.5.1.C.B the developer shall be reimbursed from funds available from the Water Arterial Transmission and Grid Main Trust Fund for the portion installed by the developer up to a maximum of that which is required to meet standards. The Developer, MPM Development, LP has requested reimbursement through a reimbursement agreement for a planned residential subdivision named Kings Landing Unit 2, a 22.431-acre west tract of land and an 8.464 acre East tract, in total 30.895 acres of land, located on North of FM 43 (Weber Road) and West of County Road 33, East of Digger Lane. Kings Landing Unit 2 Plat was approved by Planning Commission on February 03, 2021. The residential development is zoned RS-4.5. The Grid Main Extension consists of installing 508 liner feet of 12-inch PVC. The allowable reimbursement is $90,485.98 construction costs less the acreage fee credit of$22,568.00 for an allowable reimbursement amount of$67,917.98. The term of the agreement is 24 months. The project is eligible for reimbursement from the Water Arterial Transmission and Grid Main Trust per UDC Section 8.5.1.C. This water line extension will tie into the 12- inch water line that runs east to west of Staples Street (FM 2444) and is consistent with Water Distribution System Standards, Water Transmission Master Plan, and Fire Suppression Rating Schedule. ALTERNATIVES: This project will improve and facilitate development in the area. An alternative to utilizing trust funds to construct the Water Arterial Transmission Grid Main improvements would be to construct the improvements with a city-initiated CIP project. This option would most likely delay the construction until the required funding for the improvements could be programmed into the CIP budget and would most likely impact the developer's ability to build out the planned subdivision in a timely manner. FINANCIAL IMPACT: The total estimated project cost for the Water Arterial Transmission and Grid Main Construction is $90,485.98, less the $22,568.00 lot/acreage fee credit, for a maximum allowable reimbursement of $67,917.98. Appropriating $67,917.98 of future revenues from the Water Arterial Transmission and Grid Main Trust for reimbursement agreement at a time when funds become available. FUNDING DETAIL: Fund: 4030 Water Arterial Transmission & Grid Main Trust Fund Organization/Activity: 21805 Water Arterial Transmission and Grid Main Trust Mission Element: 777 Project # (CIP Only): N/A Account: 540450 Reimbursement to Developers RECOMMENDATION: Staff recommends approval. The project is in accordance with UDC Section 8.5.1.C. LIST OF SUPPORTING DOCUMENTS: Ordinance (with exhibit) Presentation Certification of Funds Location Map Ordinance authorizing a Water Arterial Transmission Grid Main Construction and Reimbursement Agreement ("Agreement") for up to $67,917.98 with MPM Development, LP ("Developer") for the construction of a water arterial transmission grid main line for a residential development located on Farm Road 43 (Weber Road) and West of County Road 33, East of Digger Lane, with a completion date of within 24 months; appropriating future revenues of$67,917.98 from the Water Arterial Transmission & Grid Main Trust Fund to reimburse the developer in accordance with the agreement. (District 3) WHEREAS, the Developer/Owner, in compliance with the City's Unified Development Code ("UDC"), has a plat, approved by the Planning Commission on February 03, 2021, to develop a tract of land, to wit: approximately 30.895 acres known as Kings Landing Unit 2; WHEREAS, under the UDC, the Developer/Owner is responsible for construction of the Arterial Transmission and Grid main extension ("Water Improvements"); WHEREAS, under the UDC, the Developer/Owner is eligible for reimbursement of the Developer/Owner's costs for the construction of Water Improvements; WHEREAS, it is in the best interests of the City to have the Water Improvements be constructed to its ultimate capacity under the City's applicable Master Plan; WHEREAS, Section 8.5.1.C. of the UDC authorizes the acceptance of applications to be eligible for reimbursement in the future when certain funds become fully available in the Arterial Transmission and Grid Main Line Trust Fund and are appropriated by the City Council; and WHEREAS, the Water Arterial Transmission and Grid Main Trust Fund does not currently have sufficient funds to fully reimburse Developer/Owner for Water Improvements; and WHEREAS, Developer/Owner may be paid when assets of the Water Arterial Transmission and Grid Main Trust Fund are sufficient, authorized for such purpose, and Developer/Owner has priority per UDC §8.5.1. C. 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 a water arterial transmission and grid main construction and reimbursement agreement ("Agreement"), attached hereto, with MPM Development, LP ("Developer"), for the extension of a 12-inch water arterial transmission and grid main line, including all related appurtenances, for the development of Kings Landing Unit 2 Subdivision, Corpus Christi, Nueces County, Texas. SECTION 2. In the event of a project delay, the City Manager or designee is authorized to execute an extension of the agreement for a period not to exceed a period of 24 months. SECTION 3. Appropriating future revenues of $67,917.98 from the Water Arterial Transmission & Grid Main Trust Fund to reimburse the Developer for the construction of the water arterial transmission and grid main line improvements in accordance with the Agreement. SECTION 4. The applicant has agreed to annexation when the development becomes contiguous to the City. SECTION 5. This ordinance takes effect upon passage. 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 Guajardo City Secretary Mayor WATER ARTERIAL TRANSMISSION AND GRID MAIN CONSTRUCTION AND REIMBURSEMENT AGREEMENT This Water Arterial Transmission and Grid Main Reimbursement Agreement ("Agreement") is entered into between the City of Corpus Christi ("City"), a Texas home-rule municipality, and MPM Development, LP, ("Developer/Owner"), a Texas Limited Partnership. WHEREAS, the Developer/Owner, in compliance with the City's Unified Development Code ("UDC"), has a plat, approved by the Planning Commission on February 03, 2021 to develop a tract of land, to wit: approximately 30.895 acres known as Kings Landing Unit 2 as shown in the attached Exhibit 1, the content of such exhibit being incorporated by reference into this Agreement; WHEREAS, under the UDC, the Developer/Owner is responsible for construction of the Arterial Transmission and Grid main extension ("Water Improvements"); WHEREAS, under the UDC, the Developer/Owner is eligible for reimbursement of the Developer/Owner's costs for the construction of Water Improvements; WHEREAS, it is in the best interests of the City to have the Water Improvements be constructed to its ultimate capacity under the City's applicable Master Plan; WHEREAS, Section 8.5.1.C. of the UDC authorizes the acceptance of applications to be eligible for reimbursement in the future when certain funds become fully available in the Arterial Transmission and Grid Main Line Trust Fund and are appropriated by the City Council; and WHEREAS, Developer/Owner has submitted an application for reimbursement of the costs of extending Water Improvements as shown in Exhibit 2, the content of such exhibit being incorporated by reference into this Agreement. WHEREAS, the Water Arterial Transmission and Grid Main Trust Fund may not currently have sufficient funds to fully reimburse Developer/Owner for Water Improvements; and WHEREAS, Developer/Owner may be paid when assets of the Water Arterial Transmission and Grid Main Trust Fund are sufficient, authorized for such purpose, and Developer/Owner has priority per UDC §8.5.1. C. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties do covenant and agree as follows: 1. TRUSTEE LIABILITY. a. The City is executing this agreement as trustee of the Water Trust Fund pursuant to UDC §8.5. The City is acting as trustee to further its governmental functions of providing water and sewer service. Texas Constitution Article 11, Section 3 prohibits the City from becoming a subscriber to the capital of any private corporation or association, or make any appropriation or donation to the same, or in anywise loan its credit. As such, the City's participation as Trustee does not create a loan of its credit. Execution of this agreement constitutes a promise to pay only to the extent that the assets and future assets of the trust are sufficient for such purpose and it is expressly agreed that any Standard Form Water Arterial Transmission and Grid Main Trust Fund Reimbursement Agreement Approved to legal form BB 9.8.22 Page 1 of 12 judgment will only be satisfied out of the assets of the trust and not out of the City's assets. The City is excluded from personal liability. b. The Water Arterial Transmission and Grid Main Trust Fund was established by Ordinance No. 17092 to encouraging the orderly development of subdivisions within and surrounding the City of Corpus Christi, Texas and continues pursuant Texas Local Government Code §395.001(4)(C). The revenue generated for funding and continuation of the Water Arterial Transmission and Grid Main Trust Fund is subject to legislation of the State of Texas and the City of Corpus Christi. Nothing in this agreement guarantees neither the continuation nor future revenues of the Water Arterial Transmission and Grid Main Trust Fund. The City is not liable for modification or termination of the Water Arterial Transmission and Grid Main Trust Fund. The Developer/Owner agrees that any modification or termination of the Water Arterial Transmission and Grid Main Trust Fund is a legislative action and does not constitute a breach of trust, an act of bad faith, an intentional or reckless indifference to the interest of a beneficiary, or a profit derived by the trustee from a breach of trust. 2. PLANS AND SPECIFICATIONS a. Developer/Owner shall contract with a professional engineer licensed in the State of Texas and acceptable to the City's Development Services Engineer to prepare plans and specifications for the Water Improvements, as shown in the attached Exhibit 3, the content of such exhibit being incorporated by reference into this Agreement, with the following minimum requirements: WATER ITEMS 1 12"PVC PIPE _ QUANTITY UNIT 2 12"CAP TAPPED FOR 2" 508 LF 1 EA 3 12'"TEE 4 12"GATE VALVE W/BOX 4 EA 1 EA S FIRE HYDRANT ASSEMBLY 1 EA 6 6"90"EL 7 6"DIA X 30"PVC PIPE NkPPLE 1 EA 3 EA 8 6"GATE VALVE W/BOX 1 EA b. The plan must be in compliance with the City's master plans. c. The plans and specifications must comply with City Water Distribution Standards and Standard Specifications. d. Before the Developer/Owner starts construction the plans and specifications must be approved by the City's Development Services Engineer. 3. REIMBURSEMENT a. The cost for the Water Improvements less $22,568.00 lot/acreage fee credit is $67,917.98 Subject to the conditions for reimbursement from the Water Arterial Transmission and Grid Main Trust Fund and the appropriation of funds, the City will reimburse the developer, the reasonable actual cost of the Water Improvements up to an amount not to exceed $97,917.98 as shown in the Standard Form Water Arterial Transmission and Grid Main Trust Fund Reimbursement Agreement Approved to legal form BB 9.8.22 Page 2 of 12 attached Exhibit 4, the contents of such exhibit being incorporated by reference into this Agreement. b. Subject to the conditions for reimbursement from the Water Arterial Transmission and Grid Main Trust Fund per the UDC, this agreement, and the appropriation of funds, the City agrees to reimburse the Developer/Owner on a monthly basis upon invoicing for work performed. The submitted invoice shall be deemed administratively complete by the City prior to payment. The reimbursement will be made no later than 30-days from the date of the City's administrative approval of the invoice. Developer/Owner shall submit all required performance bonds and proof of required insurance under the provisions of this Agreement. c. Cost-supporting documentation to be submitted shall include: 1. Summary of Costs and Work Performed on form provided by the Development Services Department, 2. Contractor and professional services invoices detailing work performed, 3. The first reimbursement request requires submittal of invoices for work performed. Future disbursements shall provide evidence of payment by the developer/owner through a cancelled check or bank ACH for the previous submittal. The final reimbursement request shall require evidence that all invoices to date have been paid. d. To be eligible for reimbursement, the work must be constructed in a good and workmanlike manner and must have been inspected and accepted by the City. The City agrees to conduct periodic inspections and approve the progress of the work at key points during construction. e. The final 5% of the total contract reimbursement amount will be held as retainage until such time the City issues acceptance of public infrastructure in accordance with Unified Development Code. f. In the event that this Agreement is terminated by the City at a time when there has been a partial completion and partial payment for the improvements, then the City shall only reimburse Developer/Owner for its costs that were legitimately incurred towards the completion of the improvements that have been inspected and accepted by the City up to the time that there is an uncured default by the Developer/Owner. 4. PAYMENTS, CREDITS AND DEFERRED REIMBURSEMENT. a. All payments, credits, priority of reimbursement, and deferred reimbursement shall be made in accordance with UDC §8.5. Developer/Owner understands and agrees that if funds are not available in the Water Arterial Transmission and Grid Main Trust Fund, that reimbursement will not be made until such funds are available, appropriated, and Developer/Owner has priority per UDC §8.5.1. Pursuant UDC §8.5.1. C., priority is determined according to the date the reimbursement agreement is approved by the City Council. b. Payments will not be paid when funds are not available in the Water Arterial Transmission and Grid Main Trust Fund. Payments may be made when monies are Standard Form Water Arterial Transmission and Grid Main Trust Fund Reimbursement Agreement Approved to legal form BB 9.8.22 Page 3 of 12 available in and appropriated from the Water Arterial Transmission and Grid Main Trust Fund and the Developer/Owner has priority in accordance with UDC §8.5.1. C. 5. DEVELOPER/OWNER TO COMPLETE IMPROVEMENTS Developer/Owner shall award a contract and complete the Water Improvements, under the approved plans and specifications within 24 months from the date of City Council approval of this agreement. 6. NOTICES a. Any notice or other communication required or permitted to be given under this Agreement must be given to the other Party in writing at the following address: 1. If to the Developer/Owner: MPM Development, LP Attn: Mossa ( Moses) Mostaghasi PO Box 331308 Corpus Christi, TX 78463 2. If to the City: City of Corpus Christi Attn: Director, Development Services Department 2406 Leopard Street 78401 P. O. Box 9277 Corpus Christi, Texas 78469-9277 with a copy to: City of Corpus Christi Attn: Assistant City Manager, Business Support Services 1201 Leopard Street 78401 P. O. Box 9277 Corpus Christi, Texas 78469-9277 b. Notice may be made by United States Postal Service, First Class Mail, Certified, Return Receipt Requested, postage prepaid; by a commercial delivery service that provides proof of delivery, delivery prepaid; or by personal delivery. C. Either party may change the address for notices by giving notice of the change under the provisions of this section. 7. REQUIRED CONSTRUCTION Developer/Owner shall construct the Water Improvements in compliance with the City's UDC, the City's Infrastructure Design Manual, and all local, state and federal laws, codes and regulations, in accordance with the plans and specifications submitted to the Standard Form Water Arterial Transmission and Grid Main Trust Fund Reimbursement Agreement Approved to legal form BB 9.8.22 Page 4 of 12 City's Development Services Department and reviewed and approved by the City's Development Services Engineer. 8. SITE IMPROVEMENTS Prior to the start of construction of the Water Improvements, Developer/Owner shall acquire and dedicate to the City the required additional utility easements "Easements", if necessary for the completion of the Water Improvements. If any of the property needed for the Easements is owned by a third party and Developer/Owner is unable to acquire the Easements through reasonable efforts, then the City may use its powers of eminent domain to acquire the Easements. Developer will be responsible for cost of acquisition, payable from the reimbursement agreed to in this agreement. 9. PLATTING FEES Developer/Owner shall pay to the City the required acreage fees and pro-rata fees as required by the UDC. 10. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract. 11. PROMPT AND GOOD FAITH ACTIONS The parties shall act promptly and in good faith in performing their duties or obligations under this Agreement. If this Agreement calls for review or inspections by the City, then the City's reviews or inspections must be completed thoroughly and promptly. 12. DEFAULT The following events shall constitute default: a. Developer/Owner fails to engage a professional engineer for the preparation of plans and specifications by the 10th calendar day after the date of approval of this Agreement by the City Council. b. Developer/Owner's professional engineer fails to submit the plans and specifications to the City's Director of Engineering Services by the 40th calendar day after the date of approval by City Council. C. Developer/Owner fails to award a contract for the construction of the project, according to the approved plans and specifications, by the 70th calendar day after the date of approval by City Council. d. Developer/Owner's contractor does not reasonably pursue construction of the Water Improvements under the approved plans and specifications. e. Developer/Owner's contractor fails to complete construction of the Water Improvements, under the approved plans and specifications as provided in section 4 of this agreement. f. Either the City or Developer/Owner otherwise fails to comply with its duties or obligations under this Agreement. Standard Form Water Arterial Transmission and Grid Main Trust Fund Reimbursement Agreement Approved to legal form BB 9.8.22 Page 5 of 12 13. NOTICE AND CURE a. In the event of a default by either party under this Agreement, the non-defaulting party shall deliver notice of the default, in writing, to the defaulting party stating, in detail the nature of the default and the requirements to cure such default. b. After delivery of the default notice, the defaulting party has 15 business days from the delivery of the default notice ("Cure Period") to cure the default. C. In the event the default is not cured by the defaulting party within the Cure Period, then the non-defaulting party may pursue its remedies in this section. d. Should Developer/Owner fail to perform any obligation or duty of this Agreement, the City shall give notice to Developer/Owner, at the address stated in section 6, of the need to perform the obligation or duty, and should Developer/Owner fail to perform the required obligation or duty within 15 days of receipt of the notice, the City may perform the obligation or duty, charging the cost of such performance to Developer/Owner by reducing the reimbursement amount due Developer/Owner. e. In the event of an uncured default by the Developer/Owner, after the appropriate notice and cure period, the City has all its common law remedies and the City may: 1. Terminate this Agreement after the required notice and opportunity to cure the default; 2. Refuse to record a related plat or issue any certificate of occupancy for any structure to be served by the project; and/or 3. Perform any obligation or duty of the Developer/Owner under this agreement and charge the cost of such performance to Developer/Owner. Developer/Owner shall pay to City the reasonable and necessary cost of the performance within 30 days from the date Developer/Owner receives notice of the cost of performance. In the event that Developer/Owner pays the City under the preceding sentence, and is not otherwise in default under this Agreement, then the Agreement shall be considered in effect and no longer in default. f. In the event of an uncured default by the City after the appropriate notice and cure period, the Developer/Owner has all its remedies at law or equity for such default. 14. FORCE MAJEURE a. The term "force majeure" as employed in this Agreement means and refers to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; insurrections; riots; epidemic; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; or other causes not reasonably within the control of the party claiming the inability. Standard Form Water Arterial Transmission and Grid Main Trust Fund Reimbursement Agreement Approved to legal form BB 9.8.22 Page 6 of 12 b. If, by reason of force majeure, either party is rendered wholly or partially unable to carry out its obligations under this Agreement, then the party claiming force majeure shall give written notice of the full particulars of the force majeure to the other party within ten (10) business days after the occurrence or waive the right to claim it as a justifiable reason for delay. The obligations of the party giving the required notice, to the extent affected by the force majeure, are suspended during the continuance of the inability claimed, but for no longer period, and the party shall endeavor to remove or overcome such inability with all reasonable dispatch. 15. THIRD-PARTY BENEFICIARY Developer/Owner's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the Water Improvements contracts for testing services, and with the contractor for the construction of the Water Improvements must provide that the City is a third-party beneficiary of each contract. 16. PERFORMANCE AND PAYMENT BONDS Developer/Owner shall, before beginning the work that is the subject of this Agreement, furnish a performance bond payable to the City of Corpus Christi if the contract is in excess of$100,000 and a payment bond if the contract is in excess of$50,000. Bonds furnished must meet the requirements of Texas Insurance Code 3503, Texas Government Code 2253, and all other applicable laws and regulations. The performance or payment bond must name the City as an obligee. If the Developer/Owner is not an obligor, then Developer/Owner shall be named as a joint obligee. The bond must clearly and prominently display on the bond or on an attachment to the bond: (1)the name, mailing address, physical address, and telephone number, including the area code, of the surety company to which any notice of claim should be sent; or (2) the toll-free telephone number maintained by the Texas Department of Insurance under Subchapter B, Chapter 521, Insurance Code, and a statement that the address of the surety company to which any notice of claim should be sent may be obtained from the Texas Department of Insurance by calling the toll-free telephone number. 17. DEDICATION OF WATER IMPROVEMENTS. Upon completion of the construction, dedication of Water Improvements will be subject to City inspection and approval 18. WARRANTY Developer/Owner shall fully warranty the workmanship of and function of the Water Improvements and the construction thereof for a period of one year from and after the date of acceptance of the facilities by the City's Director of Engineering Services. 19. INDEMNIFICATION Standard Form Water Arterial Transmission and Grid Main Trust Fund Reimbursement Agreement Approved to legal form BB 9.8.22 Page 7 of 12 Developer/Owner covenants to fully indemnify, save and hold harmless the City of Corpus Christi, its officers, employees, and agents, ("indemnitees") against any and all liability, damage, loss, claims, demands suits and causes of action of any nature whatsoever asserted against or recovered from city on account of injury or damage to person including, without limitation on the foregoing, workers compensation and death claims, or property loss or damage of any other kind whatsoever, to the extent any injury, damage, or loss may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part, the Developer/Owner's failure to comply with its obligations under this agreement or to provide city water service to the development, including injury, loss, or damage which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with the construction, installation, existence, operation, use, maintenance, repair, restoration, or removal of the public improvements associated with the development described above, including the injury, loss or damage caused by the sole or contributory negligence of the indemnitees or any of them, regardless of whether the injury, damage, loss, violation, exercise of rights, act, or omission is caused or is claimed to be caused by the contributing or concurrent negligence of indemnitees, or any of them, but not if caused by the sole negligence of indemnitees, or any of them, unmixed with the fault of any other person or entity, and including all expenses of litigation, court costs, and attorneys fees, which arise, or are claimed to arise, out of or in connection with the asserted or recovered incident. This indemnity specifically includes all claims, damages, and liabilities of whatever nature, foreseen or unforeseen, under any hazardous substance laws, including but not limited to the following: (a) all fees incurred in defending any action or proceeding brought by a public or private entity and arising from the presence, containment, use, manufacture, handling, creating, storage, treatment, discharge, release or burial on the property or the transportation to or from the property of any hazardous substance. The fees for which the Standard Form Water Arterial Transmission and Grid Main Trust Fund Reimbursement Agreement Approved to legal form BB 9.8.22 Page 8 of 12 developer/owner shall be responsible under this subparagraph shall include but shall not be limited to the fees charged by (i) attorneys, (ii) environmental consultants, (iii) engineers, (iv) surveyors, and (v) expert witnesses. (b) any costs incurred attributable to (i) the breach of any warranty or representation made by Developer/Owner in this agreement, or (ii) any cleanup, detoxification, remediation, or other type of response action taken with respect to any hazardous substance on or under the property regardless of whether or not that action was mandated by the federal, state or local government. This indemnity shall survive the expiration or earlier termination of the agreement. 20. ASSIGNMENT OF AGREEMENT This Agreement or any rights under this Agreement may not be assigned by the Developer/Owner to another without the written approval and consent of the City's City Manager. 21. DISCLOSURE OF INTERESTS Developer/Owner agrees, in compliance with the Corpus Christi Code of Ordinance Sec. 2-349, to complete, as part of this Agreement, the Disclosure of Interests form attached hereto as Exhibit 5. 22. CERTIFICATE OF INTERESTED PARTIES. Developer/Owner agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of"interested parties" with respect to entities that enter contracts with cities. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers. (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Standard Form Water Arterial Transmission and Grid Main Trust Fund Reimbursement Agreement Approved to legal form BB 9.8.22 Page 9 of 12 Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at.https://www.ethics.state.tx.us/legal/ch46.html. 23. CONFLICT OF INTEREST. Developer/Owner agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at ,itp://www.cctexas.com/government/city- secretary/conflict-disclosure/index 24. AUTHORITY. All signatories signing this Agreement warrant and guarantee that they have the authority to act on behalf of the entity represented and make this Agreement binding and enforceable by their signature. 25. EFFECTIVE DATE This Agreement shall be executed in one original, which shall be considered one instrument. *This Agreement becomes effective and is binding upon, and inures to the benefit of the City and Developer/Owner from and after the date that all original copies have been executed by all signatories. Remainder of page intentionally left blank; signature page to follow. Standard Form Water Arterial Transmission and Grid Main Trust Fund Reimbursement Agreement Approved to legal form BB 9.8.22 Page 10 of 12 EXECUTED IN ONE ORIGINAL this day of ' 20 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Albert J. Raymond III, City Secretary Director of Development Services APPROVED AS TO LEGAL FORM: Buck Brice (Date) Assistant City Attorney For City Attorney Standard Form Water Arterial Transmission and Grid Main Trust Fund Reimbursement Agreement Approved to legal form BB 9.8.22 Page 11 of 12 DEVELOPER/OWNER: MPM Development, LP, By: W--,— M369wses Mostaghasi, neral Partner STATE OF U'n(I� § COUNTY OF 1 VII�C�S § This instrument was acknowledged before me on 20 , by Mossa Mostaghasi, General Partner, MPM Development, LP, a Texas Limited Partnership, on behalf of said corporation. ro�Pa.'P�B..., CYNTHIA Bt1EN0 INN"otryyPublic's Signature ,.; ID# 1178588-3 €. Notary Public STATE OF TEXAS ,9TF n`..j�+'r My Comm. Exp. 11-04-2023 Standard Form Water Arterial Transmission and Grid Main Trust Fund Reimbursement Agreement Approved to legal form BB 9.8.22 Page 12 of 12 PP°oaTT`ion of srR e'e°i13s°nBsrR"cii'se°.°e"eIEY CURVE DATA srarE°F rEws s EXHIBIT 1 LEGEND: 5n,C E CLALw10EILEA21R GATIS (DO-G-00 counTY OF NUECES 4 DE DIA IMAGE EASENE1T S` COIw.1,nuECE suaA.s IR R —�5�ENT,IPWC n0.x%,1.E. ry10.00 00 o NAMT',HEREBY CEmIFT THAT w[ARE THE D,G.s N89_04'D28'E _290.00' _—I _ HOLDERS OF A LIEN N EMBRACED WITHIN THE BGNN—Es DEED RECORDS,NUEccs cD.,ix -- S 25' CS=xaa�0a ee[ OFFL THE FO MA AND THAT WE APPROAD TIEXPRESSED.PRES EDInN AND DEDICATION M.M. MAP RECORDS,NUECES CD.,T% T26 00• y� .Do' [x=1a.L,' R E PU`aPpSEs AND consoERATIONS THEREIN % 5 . u I OU77iG 5< L -200200 SFS ml Q D=90.00'00' gy: DER. UTILITYOFFICIALEASENENi NUECES CO.,T% OI ID,——1 $ SI i Doc N Nps RNc 1—2 G.59—_J °. xX,°,R. cw a L, G*Are of rExa9 a —— tl se9•o,2e v 1 La m "� e 120. B couNrY OF Nu2cEs a aounDM�c YURFE se ioSORaiIRicE sGTTMree�°Relic rNOs w`Nllzmow`sTMAN NEEREEN ST -Ne,0=- 1 11 111,11111 1C SU ATE31 nun sua vacc sr ac"s]�`c .�uic oEvc�avxEu".cPrcu^waI^ s'ux ooaEa uo. CONTINUED FROM PREVIOUS SHEET S00°55'32'£ N89°04'26'£ wll N89-04'26'E 31x035.55' ____�___ 24.21' S a Iw $ — PO.GG' —G, o S892o'.6n'" gl la all g 66.11 s 0E—el 6 ° g 7061 s gll ,� S8]3G0 sF �I 26 Ol0^u16 c 0 '5IF 83 9l9 IF a9393SF 9112 n ,00 = ]S IF IIS WI Q 89 04�28'v Rt la'O la 0 II.q. 6%0 3F� Ql el 15 0l m 2] Ito ]3213F of Y8 — 2] 68.11 -�._5_J s 01 F sl lu 66, --6].W'—Y E_?0.11_— _3201'— _--_—SEE—]5.00'-- 5' x'^ 1891.28•£ 960.55' I I aI �9anxx.°°`a. —-=9.0.•88•£ ,1-—- P, c 28 68;opIF , 0 —— 1CLEGANE ST'] u O i8 I nza sfO SI z 95 O 8r-9-1 g o ,. o'2e o 63 00 se 10'1� 62 W—5].s5�1 = I lu V1 rm9• 1.33' I 2 a _— 26'78—__—_-- I 9 ti x°, I a 66005E 81 s of o f€ 29 tlR,o m ]3013 sF62_ 5•oE 62 -NWlp w N p _ Ce _ s 1313 . 5.01ss- -6eoo— 655Geo 3F I m Md6]31 IF $l to ]Z1= sl 2 m I$ of c 8 ,60 o a x 1115 9248 3F 3F 8432 3F .24 3F 8896�a 819 3F ep 69603E n t a le 24'Y8 _I ,= 61613 is d �I ——_.— to _— _— 0E to 0 33 0 33 o I$ 1030 3F — 111'0- - — ]5613 s ' 2c.00 9 BRELISH ST a 5 00 —SA YO :W 60.01— 65 00—s 54.53 ]MO SF o, I ;g 6841 IF ]8003F IoW II p 35 Ix �I Ip la $, ti o 7]� l +3F 86133E ells9 ]�„n F g o 9163 3F o L —9 3F =1 Ir O l0 66� I I� �1 $I s I w a w z 16 ool60_1__65_• 5'0_61_• _69.5 „0'3E�O, G. Ila al —yy�— 59.——— —— —_ _ ___ I I v. P.r.�,n�c. 36 B_ ]3Is m IF 8 y 8 ]462 IF S ,3 S00°55'32'E L xOF 11 ,e xmc'xxiu+n:i.KIR,' O 5 ,6 12.87' S89°09'S1'W a S89-04'28'W 1 1050.33' 180.00' :€ 31 I� eosopsO I Vt I$ ° ° " l= $I I I I I O a_ O Rm9g• I� I „I I l" �A 8140 3F $l v C-45-5-2-E IF 131 APPROVED BY S89•o4,23•v P00' . tl xx 0 a FEBRUARY 03,20211 ,�00 I ��9'uc PLANNING COMMISSION 39 e N]103 3F 0 30' 60' Ito' PLAT OFRECEIVED '' 413 vQ'20 S8 °0I'S1'WSCALE'I•=60' KING'S LANDING UNIT 2O]1 CORPUS CHRISTI, NUECES COUNTY, TEXAS City or Corpus Christi 1 % Development Services BASS &�WEELSSH ENGINE ERIN - ar - 6 DROGON ST 111 UIVEI Y 137, Q 20E. Ea °SURVEY ra� cE= RE _.. E�39, = sorxa�P�1a111, DEYEEDRNENr LR D °anRl P.aa,GPTIDN E°NRPNv.N N r uE n0c N0 IS, n 5e.oo—s9.m' — N89.04'28'E 28 1035. ———————————— N00°55'32'W 134.00' � ——— 6a.ao' s 5 uE.Doc Nn xx.¢a. ]n2 o — 906 61119,4,2 IF 1576 IF eo sr 11111 s "O T F ewo e,)i IF e3oa s NB9°04'28'E 59.76' m 80aT�av of P 131.s)o Pcs TRICE, N89'04'28'E 75.00' I —e3 .0.10..4..o.R..P FOailw of T—F 135 nes]uncT set. 66 IEanElS—z1,swv0v,3>,ee3iaPc7 179,cEaTtE,cPIE p37 s• ® se.o°•_ sx 0a 6a.ar rEc 6,000 _ 62.aa• �.°°' —_--- -----o 3t PNO SURVEv t39,HBSiRP[T 117,CERTIFICPTE 33,SPID 37.5' w.W olr [ A —_-- —___— s0av6rs n Nueres x19 W 21 E %n 55' co.,x,NRn DEVFEORNENr,ER N00°55 32'W 6n N89°04'28'6E,o1514P192' 82.19' _ _—_—_ _Nero,,z1•E_ IT _ CLEGANE ST ——uE=°c.ND.�.D.R. A s9.°i= u.oa ss a— — —< s.a� 6=0— ,s� °°b —— —-----—o-� --—ov�l ly -- -----�—— -- —— — - -u si �T -8 28m p log 0 9453 1, 3F 63,3F 0275 F SF �i�SF Q 975°SF OB]l°sF Is°SF ,^„ 9]02 3F p i ,a19G SF g�',1013 SF 863,IF f I IO„2 IF P—'IF 849,]SF N Q s I� ; \\ --- az _ �� Iz ]g s o� 6 3D s.ar —63 sDa as °„ H.E 6.ar o M EW o 6 i^ S I �] —$ o �— i — VISER ION9CT Pu 9 a Z 96.t7 �\ 2]9.31' 1432 IF 10200 S ' .~. 66 6z o— 6.oo— O lA *II ,0,22 s o 7 s s 8704 9F 99ze 3F 911=s e]w S i 92,1 IF 1561 IF a c SI 4 IF L59.)e� sem.°D' —_ —73,oo• =a0' ——s EE—— g a ze E mzo 33� �5 ° o "I 98 o IF 36o SE 8580 IF 8060 IF a3s SF Io °6- — — 19- 3 —————————————— HAELISH ST m '41 ——— ____66_00'—s m'———— °a —— —— —— —— s3 0o EF sem —69.w——66 00——6s——sa°o—ss oa'm —_--- 2— —2- O IU EXHIBIT 2 APPLICATION FOR WATER LINE CREDIT We, MPM Development, LP, PO Box 331308, Corpus Christi, Texas 78463, owners and developers of proposed Kings Landing Unit 2 subdivision, hereby apply for$22,568.00 credit towards the water acreage fee for the installation of the water grid main as provided by City Ordinance No. 17092. $90,485.98 is the construction cost, including 7.5% Engineering, Surveying, andTe as shown by the cost supporting documents attached herewith. Mossa (Moses) M taghasi, President Date MPM Development, LP. THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 23 , 2022, by Mossa (Moses) Mostaghasi, President of MPM Development, LP. ,';�ARv p ••• CYNTHIA BLIENo `1p ID# 1178588-3 Notary Public N�9T � STATE OF TEXAS No ry Public in and for the State of Texas F" My Comm. Exp. 11-04-2023 EXHIBIT 2 APPLICATION FOR WATER LINE REIMBURSEMENT We, MPM Development, LP, PO Box 331308, Corpus Christi, Texas 78463, owners and developers of proposed Kings Landing Unit 2 subdivision, hereby request reimbursement of $67,917.98, as provided for by City Ordinance No. 17092. $90,485.98 is the construction cost, including 7.5% Engineering, Su yi g, and Testing, as shown by the cost supporting documents attached herewith. 03 Mossa (Moseostaghasi, President Date MPM Develo ment, LP. THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2022, by Mossa (Moses) Mostaghasi, President of MPM Developmen , LP. PaY'P e•..,: CYNTHIA BUEN0 ID# 1178588-3 Notary Public Nota Public in and for the State of Texas sf`•.. 'P= STATE OF TEXAS Notary 9rF oFMy Comm. Exp. 11-04.2023 p M B U IC MP IR O V E IJ U E IM M �O EXHIBIT 3 xa� MOE LEAHO0HO M"r 29 COOOMO CHIRMVV0 HUECE3 C DUIM V9 VEKAB n.,rxeg q .X .1..° N,' w c rcxcxm�ww. � xrn�« assn° us xwuuwnru oxaw wx�Lz , ."xzzz oruarP �EoCHMARKN. 6$ LOCATION MAP �°. z.cuss rc rwxt ar cuwuws sswxxixc ar cu � wow wire^'"s°' SHEET INDEX wn: v" sorµc»oa wow ww mXOS corror..ou SHEET 2 PAVING,GRADING AND DRAINAGE PUN&PROFILE HDPP(HIGH DENS PE)IS SHEET3 PAVING,GRADING AND DRAINAGE PUN AND ROGLE APPROVED FOR USE THROUGHOUT THIS PROJECT, SHEET 4 SANITARY SEWER AND WATER PLAN AND PROFILE ""° "°'^'°'°"'^�*'°_°^'• BENEATH STREETSASWELLAS OUTSIDE OF STREETS. SHEET5 SANITARY SEWER AND WATER PUN AND PROFILE SHEET 6 STORM WATER POLLUTION PREVENTION PLAN.STREET SIGN �unroua zw�°z wwz°°t<oc°°rz�.a°orzxvn�u ^„”' -wu1 roc c�cc�uoµc roxs,cam�ox r°coons AND LIGHT POLE PLAN.BASE MAPS CALL BEFORE YOU DIG! SHEET T STORM WATER PouunoN PREVENTION PLAN,STREET SIGN sow w.,w s,.xo�co�nwc s,zon3('.ill AND LIGHT POLE PLAN,ESTIMATE SUMMARY SHEET 8 PCCP AND RCCP JOINTING PLAN - rmocrwr a:r war s,wc.ro°ores.z"zos SHEET 9 PCCP AND RCCP JOINTING PLAN TRAFFIC CONTROL A D STREET LIGHT FEES SHEET 11 TXDOT SIGN MOUNTING DETAILS:SMALL ROADSIDE SIGNS TIC eouneouo s.ne ez wwz xe°°ob rs�.zo oo sl°zxv,»u raw zww °wzxoaz oon,°s.ru.�e morn aw.zzs ee eewuixE ru mruuerc mac,os,.a,°r ewoceu,�o.er eWwe xw..rreo.z we.wzowoa '"e°swaro,rtw�xox."zx SHEET 12 CITY CROSSWALI(PAVEMENT MARKINGS AND STREET NAME " " - ' i sezo aon oz.s.ne ez r.o ar,"z evao�,o,.z er wv e.vone.mom wiw.e nun ar eexnreumax. .xs xuus�s.e°worm mxnwmiex BLADE SIGN DETAILS ° oe nrm.uu°mr zorca wo noru scow nr ioxm°z urrswm xow..c anwuxe or i w �cros wzowz cz,woxcc.co..zzc„u,°coxz.zc°:mm°°.oz.,..r.z.cir°w �cmM...Mz®°macµc,w,.u..uc...,ao zo«°s w.wz xoom..,z czor°a,..xm. ""'c SHEET 13 TXDOT TYPICAL SIGN REQUIREMENTS,TSR(4)-13 m.wxo awwusx'sxue rwwa wham wan-°rro-r uxa svan wxws Z' SHEET we.inm.enm-°r-wr..emuinzz r.auu°meu..z civs.eune zxoixoniw orwow n'"®m ”" SHEET 14 "DOT SINGLE BOX CULVERTS,CIA,SCC-5&6(SHEET 1) n v on m nmm-or-w.z.neozµo.:.z s.o znzzem+ones rw wa<<n�xw°xs wnx ewrwns a urz wirss rux �.nn nrxow°wnx onuic s.w+wm.xaoive..°o.riw�-or-wr.r�wircz r�v�w,rrrmx rover r�wx rs mrueea�. 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P�N G,A Y '�T PCCP INPND RCCPIPAVIN PLANS LAND NIF PILOT C11—C1111T.,NIOCII Cl,TO PCCP AND PCCP PAVEMENT DETAILS TYPICAL STREET SECTION- 75'ROW RaEASSED FOR CONS TTRIANGULAR SLIPBASE INSTALLATION GENERAL REQUIREMENTS GCEa b �=3 NOTE Thre eare vwims Devices appravetl �l�w.r�M�e ii enru.�ro,�n.iei w�np eo.e�..e«.eu� for the TriatgulOr Sl ipaose Sysie,n ab Please reference the Material Proaucer iiee am.«.i°i,v�:in°i,«meo1 List far approved SI iD Doge bysiems. . er me roiivl�y F htto,//.+"..txdot.go,/b,simas/prWd r list.hfin s�aa oRrsi m°i�5m°`m ria:a...ap.n The Oevicea shall 0e instal led per -,-y — — — manuracturers•recparenaatima. �:m,m.•.ro.«a:au,: Fs. try Installation praceaurea Mall m •cs,ctai•yry pemr.a..esi�ue r,, a« g proviDeO ar. rto the Engineer by Coniract ..miii: r.,.n a2.i..or.s,i eeu ,.sru Fan a .a'• r jP get ms -1-.I «e«.., T.m. °� rmv Enos -_- .55]Hv,taCFWF wM.t-trcn aw°roia.Ir gEfi nae..wve.a N•�� nma., a _ 1. 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SIGNS D(CEPT FOR 5INWE BB4ULDE£ $ S § d S�OLWW OF"OEES{1NUTSD),AND STMWDS.ANIX of UxlroRu TRAFFIC A S OEO iHEfdlOnAsnc/MIL CROnYIILT eVS. MAINTAIN 4'PAVEMENT N SHIP A D 2' NOTES: X S, 1.HL STOP BAR AND CROS-PAVEMENT MNMINGS 9NLL BE 24•SOUR WRITE 8 TYPE C HEAT A'PLIED,1ZB M PRE"'I'M 71�ERMOPVSTC.HIGX CONTtAST o MCW06T PPPS'.WHITE WWNW 8 SOLID BLACX ON B0D1TH1 906 H 1 L PREtCtu[o THETH1OPusncN. maQc X o m GM 2&R�,D„�u,EPgWCpHxq�FpA�T MEO, Z THEPEOWIIENf AH�FlN4 PAVEINEMI1MUT CWS.CITY APPROVAL PMgt 10 U F C q TM RIWIPIf.SIIC) m ITHE PIACSMENT OF CROSS B BARS SW11 SFART BY PUCNO ME nm W [[■■■■ c%SSIIIAU(SAT TE CENTER OF TEE ROADWAY,AND THEN 4 TO THE NW 0 t 3d 2 MAINTAIN 12•FROM UP OF CURB INjp—NGiNMW1 BARS SMALL BE PAAei1n 4.W NOT STRIPE STN-WHH KADMAY SURFACE TEMPERAT.INE LESS 88'F. WW a To cRosswuN BAR. D TO TTHFlc Flaw IN Au OASES AND cWEE MII AND MP MNIX OF uNwiORI?WA60R-m0oLWONNEVtR�Y.SS`IxUUTco). (.1 LONGITUDINAL CROSSWALK-DETAIL RSOIIO a FOR ASPHALT ROADWAYS-SCALE:N.T.S. ¢ 12E MIL R�REFO�RmM C) 78•sOUD WHITE STOP BAR TIE ) E C WHEAT APPLIED 125 MIL, 2 O *E O4•SSOC HGWT MPUF�p W MTI, EroRMED THERMOPI]STCJ PREFCTNED THEfd10NA511C chi MAINTNN 4'PAVEMENT H BETWEEN FOGEB DF 24• UO MATE CROSSWAIN 90P BOR ANO 2' 4' BAR IN APPLIED, CROSSw- 128ED c-nP TIERMOIDLAstc7 SCHOOL ZONE BAR-DETAIL _ 2 FOR ASPHALT ROADWAYS-SCALE:N.T.S. ca z w U �+ z ■ fi1SOU },,,� 25 ¢ R lEmFE p'p ffORNEU iHO%ASIIC)MI 8 Tn 4 { eB MAINTAIN 12•FROM UP OF CUB IG) CC U -"-"" W •" •d 9 1D CROSSWNJ(W. BE ASESPIl E 9W£T l of i u vAww w tY � a/oa/xz HIGH CONTRAST CROSSWALK-DETAIL HIGH CONTRAST SCHOOL ZONE BAR-DETAIL FOR CONCRETE ROADWAYS-SCALE:N.T.S. FOR CONCRETE ROADWAYS-SCALE:N.T.S. CRY PRwEcr/ CORPUS CHRISTI,D NUECES CO.,TX R RJONSi REQUIREMENTS FOR RED BACKGROUND REQUIREMENTS FOR WHITE BACKGROUND REGULATORY SIGNS REGULATORY SIGNS GENERAL NOTES (STOP, YIELD, DO NOT ENTER AND (EXCLUDING STOP, YIELD, DO NOT ENTER AND I'6 WRONG WAY SIGNS) WRONG NAY SIGNS) .m ON rmna ie.e.-s.move xlo.oy s1m Gs1a,.ry T.+a.-lsxsp,. ° Sd rmeva xi .i an� c D: Fem a.'ii;vtm UxxA1 Ea YIELO w�e e�n+vem errors°aa a� F v.vim r .iee ¢h .:� eg DO Nor WRONG .ex o �� •';�R�qa., E WAY �,m�u�.1m x_w.. nr.R •8: TYPICAL EXAMPLES F,wr1m amn v��m,e.w>°acn�.rn.sxo evee sraxxra Y.Y REQUIREMENTS FOR FOUR rim sane. .IE SPECIFIC SIGNS ONLY DI. SNEETIW REQUIREMENTS SxEGTIMG REWINGIENTSGLEN B�eCOLO �—TIIINI -�€ �—E.-TE !E..I E A—IIING ALWINW SIGN FLANKS THICKIFSS E5TYPE B OR C—TING LEGEND,GENDERS GLICI ACRYLIC NOM-REFUECTIVE FILM Save Fee e8o L1.5 ro 1151.6 REQUIREMENTS FOR WARNING SIGNS REQUIREMENTS FOR SCHOOL SIGNS _ OEPARNFNTAL WTERI.4 SPECIiIGTIGNS SCHOOL awuw SIGN RuxxS GMs--0 .*L SPEED Ill"F11 111IN-1 O LIMIT PUSHINGn ce Fauno . Fal l—TIG ce�e.Tnae 15 n htlyJ/Ynw ktloLRovl TYPICAL EXAMPLES TYPICAL EXAMPLES XNEETIMG REQUIREMENTS SxEETIW REQUIREMENTS °QeprRNrN e.IlauyNYRNR IFIL-E-IL TEIIAL U-1 SAGE FLGwESaENi TYPICAL SIGN SAGRcmuxo TYv rE G„Sx1ETIw REQUIREMENTS BlAtx ACRYLIC MON-REFLECTIVE FILM TSR(4)- 111L11 SR(4)- a, CORPUS CHRISTICO..TX T111T T11111L Ill 11.1111—T1 op neo. „�saP�a e..^ LI �1; Fz aE p, sF, ~' A � o0 or `sS TYPICAL SECTION PLAN OF REINF STEEL --- FiY � Ems; kR� pp a GENERAL NOTES N:88 ��QO [aoaowor SECTION TNRU CURB NL93 LOADING SHEET 1 OF 1 �'-'� �Oewremnr el4mspautiv1 eMiewtl PF SINGC 0' O 30 CAST-IN-PLACE FILL a L BARS C BARS D BARS K = SCC-5& 6 cn� IS EITI TI ...... coaaus�cuaislEs �NUMECco..Ix gni .aoo.sINcLe301 - Se,-IN mace SCC Sio.ia, BILLS OF REINFORCING STEEL (For Box Length - 40 feet) QUANTITIES SECTION DIMENSIONS Bars -44 --4 r3 1-4 s,- f C.m B—a B..C B...D B115 F, B.". Total at 16"Maxai M- I T 1 —111 W.Tlht X I L-11—,l- Z 11 ILL 11 11L. 11 .1 -11 1- Borrel 5e�o 3 o 9 1 1 IZ� 30 6 4d�9 21 6 21 3 a 5�11 �G 4. 4141 171 1.11 21 Fa 4 1 1 4— G.1 2 1 11 5d�O I I - le ��2- 5 1 1 5 I I 1 11 ,ol 1.03L 13 N Is I 11 111 3 3 1 E 1, IG 7e 1 7 1 L LC V 1 11 2,11 3 1 ht 20 1 N a Mll 2 1 1 3 1 n 1 1 112 '1 ESa1 1 1 l'— 1 7 1 U Ldn Sg FAY A I.- SSE HL93 LOADING Shl—2 OF 2 SINGLE BOX CULVERTS CAST-IN-PLACE 0'TO 30'FILL SCC-5& 6 CORPUS CHRIESTIE TIGGOT SINGLE 801 CIL. GAST-IN PLACE EGG 5�6 FElFAS ave o' O F ner foam s, ete.to aac sf omoora. urns enell Pre�eer -o"Q9 - ft,°riage r ur°s en°II oe rlusm Boys k e°f+an I U s u r eo-s -roc�'oo �o a�tssttile � _ r oaairion°I a°mpens°tion will le°Ilowea t°r rnis MEror taros ess tno sxa, r " ° , ° . eml. z o .nem AAc^,mm°mra e re.errea,m ae �, O e eewmere m,me°ene r IS AL xiEl gs I zzf "'r` B F i s o o s x e/ k.TI T �H3 cY°� ore I op o n y a - t IN, s'g TYPICAL SECTION PLAN OF REINF STEEL - gSn 3'gk O GENEFAL NOTES: ons. InWvr SECTION THRU CURB „ HL93 LOADING SHEET I OF 1 " '� upHenwn MTimpMrlm SINGLE1 TO BOX CS uQ� BARS C BARS 0 BARS K I—ILL,-a-,I SCC-8 ©rmw v naval moo SS AND—Al ENGINEEFING - sacci -" CORPUS CHRISTIONUECES CO..Tx r�nz TID01 SINGLE G - CAST-IN PLACE SCCTxxTu LS "T SEG FOA CGNSr BILLS OF REINFORCING STEEL (For Box Length - 40 feet) QUANTITIES SECTION DIMENSIONS Per T...I Bar.E--4 ar. 2 Ia Bars 0 Mr.C Bars D Bars F,-.4 B .r—4 A Bars Taal.1 CBr at 18'Max 'a,MI 9-x4 x Barrel isa A s a z sse sa 1 1-2, s t 1 T A,. I , I — E I — 11 1 21 12� 7- Tl T A, 11 11 1 �l 12 le 11, W I —I A A 11-A — .. I _,i" I I D I Sz 1,osa S, .1 1 1 A,-sIC .1 1 1 159 --L, .. .... 5 0 E I TV-1 1 21 7 T I I E A 1 z saz isa -1 A 9' 1 A T 7-- A .1 1 -a'g21 21 IT IT 1 33.6 7,475 9is. A A I A I 11' 2,.'A 11-A 11-I I sE TTI T I I i r:' I A I eaz —I I A 1 11 11 1 1 112 1 151 - 2T I 2 R 1 TT,� 2' s s' 3" E 1 1 4- 1 1 AA 1 7 1 1 1� 1 Nll 1 24 .1 A 12 1 2,E I E I i I IS .1 11 ID is. .7 1 1 1 —, - 1 2 1 A 1�-1 1 1. 1 ,l'1, 1 1— 1� 1 AV A 21, 11 ".A — H 1 1 1 T——T 11 1 1 11 11 1 1 81 3— 8,437 I AS E I I I ,i 1 1 R I 1 2- A 1 2'1 H 1 1 11--13 21 E2 2 3 : F, A 1A,_I3 1 111 2� 22 62 1.39C Rl 14.1 1.111 mTITI.Till—911.1—snelT E. gid xgE t'A A-1 ill-1.11t V,IS.1 11 1�VT F c HL93 LOADING SHEET 2 OF 2 ApxmwebT SINGLE BOX CULVERTS CAST-IN-PLACE 0'TO 30'FILL SCC-8 F--S AND VELS1 ENGINEEFING —A`Gi.�INI PUBLIC IMPROVEMENTS TO LIULI S LP NG UNIT 2 coRPus CHRISTI ALECES CO,.TY TID01 SINGLE 301 CULVERTS CAST-IN PLACE ECC 8 V/04/22 EXHIBIT NIXON M.WELSH,P.E.,R.P.L.S. BASS WELSH ENGINEERING 3054 S.Alameda St. Email: NixMW@aol.com TX Registration No.F-52 Survey Registration No.100027-00 P.O.Box 6397 Corpus Christi,TX 78466-6397 20024-PCE-12" 08/25/2022 KING'S LANDING UNIT 2 REIMBURSEMENT COST ESTIMATE 12"GRID MAIN WATER IMPROVEMENTS REIMBURSABLE BY CITY WATER ITEMS QUANTITY UNIT UNIT PRICE AMOUNT 1 12"PVC PIPE 508 1 LF 106.001 53,848.00 2 12"CAP TAPPED FOR 2" 1 EA 2,200.001 2,200.00 3 12"TEE 4 EA 2,300.00 9,200.00 4 12"GATE VALVE W/BOX 1 EA 4,200.00 4,200.00 5 FIRE HYDRANT ASSEMBLY 1 EA 8,200.00 8,200.00 6 6"90°EL 1 EA 800.00 800.00 7 6"DIA X 30"PVC PIPE NIPPLE 3 EA 775.00 2,325.00 8 6"GATE VALVE W/BOX 1 EA 3,400.00 3,400.00 SUBTOTAL 84,173.00 7.5%ENGINEERING,SURVEYING&TESTING 6,312.98 OF rx�• SUBTOTAL $90,485.98 ..N. •; LESS WATER LOT FEE -22.568.00 M 9la O, TOTAL AMMOUNT REIMBURSABLE $67,917.98 styl Page 1 of 1 EXHIBIT 5 DISCLOSURE OF INTERESTS -J` Development Services Department 2406 Leopard St,Corpus Christi,TX 78408 1 Phone:361.826.3240 1 platopplication4cctexas.com City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. if the question is not applicable, answer with `NA". NAME: MPM Development, LP STREET: PD Box 331308 CITY: Carpus Christi ZIP: 78463 FIRM is: Q Corporation * Partnership ❑ Sole Owner C Association ©Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm". Name Job Title and City Department (if known) NIA 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm", Name Board,Commission,or Committee NIA 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked an any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Consultant N/A CERTIFICATE (To Be Notarized) 4 certify that all information provided is true and correct as of the date of this statement, that 1 have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: Massa (Moses) Mostaghasl Title: Genera! Partner (Print) Signature of Certifying Person. Date: 8-29`22 Lono Development Division I Form Na,d01 1 Revised 6113119 1 Page 1 of 2 t� DEFINITIONS Development Services Department 2406 Leopard 3t.Corpus Christi,TX 78408 1 Phone:361.826.3240 1 platapplication�&cctexas.com a. "Board Member . A member of any board, commission or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Employee", Any person employed by the City of Corpus Christi, Texas, either on a full or part time basis, but not as an independent contractor. c. "Firm". Any entity operated for economic gain, whether professional, industrial or commercial and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust and entities which, for purposes of taxation, are treated as non-profit organizations. d. "Official". The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers; Department and Division Heads and Municipal Court Judges of the City of Corpus Christi, Texas, e. "Ownership Interest". Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate or holding entity. "Constructively held" refers to holding or control established through voting trusts, proxies or special terms of venture or partnership agreements. f. `Consultant Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Land Development Division I Form No.40'1 Revised 6/13/191 Page 2 of 2 Water Arterial Transmission & Grid Main Reimbursement Agreement Purpose of this ordinance is to enter into a reimbursement agreement with MPM Development, LP for the construction of a 12-inch waterline associated with the Kings Landing Unit 2 Development and appropriating $67,917.98 of future revenues to fund the agreement. October 18, 2022 Project Map t A3TION LN 12 Inch Waterline 3E6 I �4 4 O K • g 3 SAN3A ST LADV CLAIID W 4 CAIY YN LN w qi v w 2O O FM m SCORPIO)PYT)DR wwan...ie.rt oroe�o'��e's�2�z�� Trust Fund Balance Available Combined Trust Funds Balance as of 09/27/2022 as reported by Finance is: $ 1,609,387.00 *River Ridge Unit 4 Amendment; if passed; will draw down on this amount leaving a ($192,412.00 unaudited balance Individual Trust Fund balance break down: FUND 4030 FUND 4220 Water Arterial Water Distribution Main Wastewater Trunk Wastewater Collection Transmission & Grid Trust System Trust Line Trust Main Trust $615,966.67 $163,925.70 $789,800.45 $39,694.18 Recommendation Approval The request is in accordance with UDC Section 8.5.1.C.1 Water Trust Fund, Arterial Transmission and Grid Main Extensions O ^°:WESLEY�WY Q' t ~ SEBASTION LN } p w W �m ZI O O y 'W W,< i W J J H LLI W to 2 C7 y d' Z W Q � �NSA�T - LADY-dL AUDIAbi O O o x .r 6 J Q O LU o E a' FM 43 } m SCORPIO(PVT)DR y � 2 0 1,000 2,000 V y Feet Dale Crea[ed:9/5/2022; De Dar en of Deve/o pmen6Services i s Location Map ARATO 130.57 acre Tract g __ Z" Doc #2019051482 D RN CT PROPE TY Subject Parcel FM 43WEBER RD A ■r►1■ Z W Map Scale: 1:12,000 s = City Of I Corpus LOCATION MAPI Christi I 1 AGENDA MEMORANDUM Public Hearing & First Reading Ordinance for October 18, 2022 - Second Reading Ordinance for October 25, 2022 DATE: October 18, 2022 TO: Peter Zanoni, City Manager FROM: Al Raymond, Director of Development Services alraymond(a)cctexas.com (361) 826-3575 Amendment to Reimbursement Agreement with Mostaghasi Investment Trust Wastewater Lift Station — River Ridge Unit 4 CAPTION: Ordinance authorizing an amendment in the amount of $1,801,799.00 to the Wastewater Lift Station, Gravity, and Force Main Line Construction and Reimbursement Agreement with The Mostaghasi Investment Trust, DBA Sun George Contracting Company, to construct the Wastewater Lift Station for River Ridge Unit 4; transferring $39,694.18 from the Wastewater Collection Line Trust Fund, $163,925.70 from the Water Distribution Main Trust Fund, and $615,966.67 from the Water Arterial Transmission & Grid Main Trust Fund to the Wastewater Trunk System Trust Fund; authorizing appropriation of$1,609,387.00 from the Wastewater Trunk System Trust Fund and transferring future revenues in the amount of $192,412.00 to reimburse the developer per the amended agreement. (District 1) SUMMARY: The Mostaghasi Investment Trust proposes to construct wastewater infrastructure to serve and develop a new planned residential subdivision and proposed apartment complex which requires construction of a new Wastewater Lift Station. The project bid prices are higher than the original estimated cost due to the continuous rise in material and construction costs industry wide. In addition to increased construction costs industry wide, constraints within the County Road 52 Right of Way, roadside topography, and difficulty with deep sewer line installation have increased construction costs. Developer has requested an amendment to the original reimbursement agreement in the amount of$1,801,799.00; this will increase the total reimbursement amount to $3,862,999.00 less the lot/acreage fee credit of $19,998.83 for a total payable amount of $3,843,000.17. BACKGROUND AND FINDINGS: This project will serve 256 acres located at US HWY 77 and CR 52. The River Ridge Unit 4 Subdivision consists of 38.75 acres is zoned RS-6 and proposes 136 single family homes. North of CR 52 along US HWY 77 is the Nemec Towne Center.The commercial preliminary plat consists of 26.318 acres and a portion was rezoned from FR to CG-2 to construct a Hobby Lobby & Shopping Center. 16.137 acres at the southeast corner of US HWY 77 and CR 52 is proposed for annexation and consists of 1.572 commercial acres and 14.62 acres of multi-family development. Currently, there is no gravity wastewater in this area to serve the proposed developments. Wastewater Lift Stations and Force Main Lines that are required and comply with the wastewater master plan are eligible for reimbursement under UDC Sections 8.5.2.E.3 and 8.5.2.E.4 respectively. The Wastewater Trunk System Trust Fund is used to reimburse developers for the construction of these types of improvements. ALTERNATIVES: Denying or partially approve the request. FINANCIAL IMPACT: The total cost of the project is $3,862,999.00 less the $19,998.83 lot/acreage fee credit, for a total payable amount of$3,843,000.17. This amendment requires transferring $39,694.18 from the No. 4220-21801-777 Sanitary Sewer Collection Line Trust Fund, transferring $163,925.70 is transferred from the No. 4030-21806-777 Water Distribution Main Trust Fund, transferring $615,966.67 is transferred from the No. 4030-21805-777 Water Arterial Transmission &Grid Main Trust to No 4220-21800-777 Wastewater Trunk System Trust Fund; transferring of future revenue of$192,412.00 collectively from Water and Wastewater lot and acreage fees and pro-rata fees to the Wastewater Trunk System Trust Fund; authorizing appropriation of $1,609,387.00 from the Wastewater Trunk System Trust Fund to reimburse the developer per the agreement. FUNDING DETAIL: Fund: 4220 Sanitary Sewer Trunk System Trust Fund Organization/Activity: 2180 Sanitary Sewer Trunk System Trust Mission Element: 777 Project# (CIP Only): N/A Account: 540450 Reimbursement to Developers RECOMMENDATION: Staff recommends approval of the Amendment for Reimbursement regarding River Ridge Unit 4, Wastewater Lift Station, Gravity and Force Main lines; The request in in accordance with UDC Section 8.5.2.E Wastewater Trunk Force Main Extensions and 8.5.2.E.4 Wastewater Lift station Installation. LIST OF SUPPORTING DOCUMENTS: Ordinance (with exhibits) Presentation Certification of Funds Location Map Ordinance authorizing an amendment to the Wastewater Lift Station Construction and Reimbursement Agreement with The Mostaghasi Investment Trust DBA Sun George Contracting Company increasing the amount by $1,801,799.00 to construct the Wastewater Lift Station for River Ridge Unit 4; transferring $39,694.18 from the Wastewater Collection Line Trust Fund, $163,925.70 from the Water Distribution Main Trust Fund, and $615,966.67 from the Water Arterial Transmission & Grid Main Trust Fund to the Wastewater Trunk System Trust Fund; authorizing appropriation of $1,609,387.00 from the Wastewater Trunk System Trust Fund to reimburse the developer per the agreement; transferring of future revenue of$192,412.00 collectively from Water and Wastewater lot and acreage fees and pro rate fees to the Wastewater Trunk System Trust Fund; and authorizing appropriation of$192,412.00 from the Wastewater Trunk System Trust Fund to reimburse the Developer per the agreement. (District 1) WHEREAS, the Wastewater Trunk Line Trust Fund was established by Ordinance No. 17396 to encouraging the orderly development of subdivisions and surrounding the City of Corpus Christi, Texas and is allowed per Texas Local Government Code §395.001(4)(c); WHEREAS, the City is executing the Wastewater Lift Station, Gravity, and Force Main Line Construction and Reimbursement Agreement (Agreement) as trustee of the Wastewater Trust Fund pursuant to UDC §8.5; WHEREAS, the City is acting as trustee to further its government functions of providing water and sewer service; WHEREAS, the City's participation as Trustee does not create a loan of its credit because Texas Constitution Article 1.1, Section 3 prohibits the City from becoming a subscriber to the capital of any private corporation or association, or make any appropriation or donation to the same, or in anywise loan its credit; WHEREAS, execution of the Agreement constitutes a promise to pay only to the extent that the assets and future assets of the trust are sufficient for such purpose and that any judgement will only be satisfied out of the assets of the trust and not out of the City's assets and the City is excluded from personal liability; WHEREAS, the Wastewater Trunk System Trust Fund does not currently have sufficient funds to fully reimburse Developer/Owner for Wastewater Improvements under the Agreement; WHEREAS, UDC 8.5.2.E.4.d. provides: A lift station construction and reimbursement agreement must be approved by the City Council before the developer starts construction. Reimbursement only shall be made when monies are available in and appropriated from the Wastewater Trunk System Trust Fund. The order of the reimbursement will be determined according to the date of the wastewater lift station construction and reimbursement agreement is approved by the City Council; WHEREAS, the Agreement approved herein will be first in line in the order for reimbursement from the Wastewater Trunk System Trust Fund based on the date the agreement is approved by the City Council per UDC 8.5.3.E; and WHEREAS, If the developer is owed funds from the Wastewater Trunk System Trust Fund reimbursement shall be made as funds are deposited into the trust fund from other development and/or, the developer will be given credit for lot or acreage fees that are due on subsequent final plats filed with the County Clerk per UDC 8.5.3.E. 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 an amendment to the Wastewater Lift Station Construction and Reimbursement Agreement ("Amendment") attached hereto, with The Mostaghasi Investment Trust DBA Sun George Contracting Company, to increase the reimbursement amount by $1,801,799.00 to reflect actual bid cost. SECTION 2. In the event of project delay, the City Manager or designee is authorized to execute an extension of the Agreement for a period not to exceed a period of 12 months. SECTION 3. Funding in the amount of $39,694.18 is transferred from the No. 4220-21801-777 Wastewater Collection Line Trust Fund to No. 4220-21800-777 Wastewater Trunk System Trust Fund. SECTION 4. Funding in the amount of$163,925.70 is transferred from the No. 4030-21806-777 Water Distribution Main Trust Fund to No. 4220-21800-777 Wastewater Trunk System Trust Fund. SECTION 5. Funding in the amount of$615,966.67 is transferred from the No. 4030-21805-777 Water Arterial Transmission & Grid Main Trust to No. 4220-21800-777 Wastewater Trunk System Trust Fund. SECTION 6. Funding in the amount of$1,609,387.00 is appropriated from the No. 4220-21800-777 Wastewater Trunk System Trust Fund to reimburse the Developer for the construction of a Wastewater Lift Station, Gravity and Force Main Line, and improvements in accordance with the Agreement. SECTION 7. The future revenue of the Water Arterial Transmission and Grid Main Trust Fund, Distribution Mains Trust Fund, and Wastewater Collection Line Trust Fund are transferred to the Wastewater Trunk System Trust Fund until $192,412.00 is appropriated from the No. 4220- 21800-777 Wastewater Trunk System Trust Fund by way of water and wastewater lot and acreage fees and pro -rata fees being deposited into the Wastewater Trunk System Trust Fund until $192,412.00 is appropriated from the No. 4220-21800-777 Wastewater Trunk System Trust Fund in accordance with Section 8 of this ordinance. SECTION 8. The City Manager or designee is authorized to appropriate $192,412.00 from the No. 4220-21800 Wastewater Trunk System Trust Fund as fund become available to reimburse the Developer for the construction of a Wastewater Lift Station, Gravity and Force Main Line, and improvements in accordance with the Agreement. SECTION 9. This ordinance takes effect upon passage. 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 1 Amendment of Wastewater Lift Station Construction and Reimbursement Agreement This is an amendment to the Wastewater Lift Station Construction and Reimbursement Agreement, attached hereto as Exhibit A and made a part hereof, document number 2021028925 originally dated May 18, 2021, by and between: The Mostaghasi Investment Trust DBA Sun George Contracting Company., and the City of Corpus Christi. NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree to Wastewater Lift Station Construction and Reimbursement Agreement, with the following amendment as follows: SECTION 3. REIMBURSEMENT. a. The cost for the Wastewater Improvements less $19,998.83 lot/acreage fee credit is $3,843,000.17. Subject to the conditions for reimbursement from the Wastewater Trunk Line System Trust Fund per the UDC and this Agreement, the City will reimburse the developer, the reasonable actual cost of the Wastewater Improvements up to an amount not to exceed $3,843,000.17 as shown in the attached Exhibit 4.1, the contents of such exhibit being incorporated by reference into this Agreement. Exhibit A. Update to the request for reimbursement attached, added, and incorporated. Exhibit B. Reimbursement Estimate/Actual Bid Contract, is attached, added, and incorporated. All other items and conditions of the original agreement remain effective and in full force. EXECUTED IN ONE ORIGINAL and made effective day of 20 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Albert J. Raymond III, City Secretary Director of Development Services APPROVED AS TO LEGAL FORM: Buck Brice (Date) Assistant City Attorney For City Attorney DEVELOPER/OWNER: The Mostaghasi Investment Trust DBA Sun e e Contracting Company r By: _ Hossein ostaghas i, STATE OF TEXAS § COUNTY OF This instrument was acknowledged before me on %aAhal" 2,3 , 20 Z� by (Hossein Mostaghasi), (The Mostaghasi Investment Trust DBA Sun George Contracting Company., a Texas Sole Proprietor, on behalf of said company. hG'e- YVONNE MUNOZ Not 'c's Sig atur ID# 12465834-3 ( ! Notary Public STATE OF TEXAS `' ri ` My cornm, Exp. 08-22-2023 APPLICATION FOR WASTEWATER CREDIT We, The Mostaghasi Investment Trust DBA Sun George Contracting Company, a Texas Sole Proprietor, owners and developers of proposed River Ridge Unit 4, Lot 6 Block 1, whose address is 8026 Bar le Doc, Corpus Christi, Texas 78414, hereby apply for$19,998.83 credit towards the wastewater acreage fee for the wastewater lift station in conjunction with said subdivision as provided for by City Ordinance No. 032434. $3,862,999.00 is the construction cost, including 12% Engineering and Surveying, as shown by the cost supporting documents attached herewith. � e� d� z -a The Mostaghasi Investment Trust DBA Sun George Date Contracting Company STATE OF TEXAS § COUNTY OF This instrument was acknowledged before me on 20ZZ by (Hossein Mostaghasi), (The Mostaghasi Investment Trust DBA Sun George Contracting Company., a Texas Sole Proprietor, on behalf of said company. Vit.£ Not ry ublic Signat e =oPRY PUS;:; YVONNE MUNOZ s ID# 12465834-3 Notar Public N� ✓P�= STATE OF TEXAS OF My Comm. Exp. 08-22-2023 APPLICATION FOR WASTEWATER REIMBURSEMENT We, The Mostaghasi Investment Trust DBA Sun George Contracting Company, a Texas Sole Proprietor, owners and developers of proposed River Ridge Unit 4, Lot 6 Block 1, whose address is 8026 Bar le Doc, Corpus Christi, Texas 78414, hereby request reimbursement of$3,843,000.17 for the installation of the wastewater lift station in conjunction with said lot, as provided for by City Ordinance No. 032434. $3,862,999.00 is the construction cost, including 12% Engineering and Surveying, as showby the cost supporting documents attached herewith. The Mostaghasi Investment Trust DBA Sun George Date Contracting Company STATE OF TEXAS § COUNTY OF This instrument was acknowledged before me on �b ��J� �� , 20u by (Hossein Mostaghasi), (The Mostaghasi Investment Trust DBA Sun George Contracting Company., a Texas Sole Proprietor, on behalf of said company. Notar ublic's ignatur YVONNE MUNOZ -- i:�SQ`C'C t ID# 12465834-3 * Notary Public STATE OF TEXAS My Comm. Exp. 08-22-2023 EXHIBIT A 11 WASTEWATER LIFT STATION, GRAVITY AND FORCE MAIN LINE CONSTRUCTION AND REIMBURSEMENT AGREEMENT This Wastewater Lift Station, Gravity and Force Main Line Construction and Reimbursement Agreement ("Agreement") is entered into between the City of Corpus Christi ("City"), a Texas home-rule municipality, and The Mostaghasi Investment Trust, a Texas Sole Proprietor, dba Sun George Contracting Company. WHEREAS, the Developer/Owner, in compliance with the City's Unified Development Code ("UDC"), has a plat, approved by the Planning Commission on December 9, 2020 to develop a tract of land, to wit approximately 38.75 acres known as Preliminary River Ridge Unit 4, Lot 6 Block 1 and approximately 2,700 linear feet west of U.S. 77 and County Road 52 intersection, on the north side of County Road 52 as shown in the attached Exhibit 1, the content of such exhibit being incorporated by reference into this Agreement; WHEREAS, under the UDC, the Developer/Owner is responsible for construction of the Wastewater Lift Station, Gravity and Force Main Line ("Wastewater Improvements"); WHEREAS, under the UDC, the Developer/Owner is eligible for reimbursement of the Developer/Owner's costs for the construction of Wastewater Improvements; WHEREAS, it is to the best interest of the City that the Wastewater Improvements be constructed to its ultimate capacity under the City's applicable Master Plan; WHEREAS, Section 8.5.2.E. of the UDC authorizes the acceptance of applications to be eligible for reimbursement in the future when funds become fully available in the Wastewater Trunk System Trust Fund and are appropriated by the City Council; WHEREAS, the Developer/Owner has submitted an application for reimbursement of the costs from the Wastewater Trunk System Trust Fund for installing the Wastewater Improvements, as shown in Exhibit 2, the content of such exhibit being incorporated by reference into this Agreement; WHEREAS, the Wastewater Trunk System Trust Fund does not currently have sufficient funds to fully reimburse Developer/Owner for Wastewater Improvements; and WHEREAS, Developer/Owner may be paid when assets of the Wastewater Trunk System Trust Fund are sufficient, authorized for such purpose, and Developer/Owner has priority per UDC §8.5.2. E. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties do covenant and agree as follows: 1. TRUSTEE LIABILITY. a. The City is executing this agreement as trustee of the Wastewater Trust Fund pursuant to UDC §8.5. The City is acting as trustee to further its governmental functions of providing water and sewer service. Texas Constitution Article 11, Section 3 prohibits the City from becoming a subscriber to the capital of any private corporation or association, or make any appropriation or donation to the same, or in anywise loan its credit. As such, the City's participation as Trustee does not create a loan of its credit. Execution of this agreement constitutes a promise to pay only to the extent that the assets and future assets of the trust are sufficient for such purpose and it is expressly agreed that any judgment will only be satisfied out of the assets of the trust and not out of the City's assets. The City is excluded from personal liability. b. The Wastewater Sanitary Sewer Trunk Line Trust Fund was established by Ordinance No. 17396 to encouraging the orderly development of subdivisions within and surrounding the City of Corpus Christi, Texas and continues pursuant Texas Local Government Code §395.001(4)(C). The revenue generated for funding and continuation of the Wastewater Sanitary Sewer Trunk Line Trust Fund is subject to legislation of the State of Texas and the City of Corpus Christi. Nothing in this agreement guarantees neither the continuation nor future revenues of the Wastewater Sanitary Sewer Trunk Line Trust Fund. The City is not liable for modification or termination of the Wastewater Sanitary Sewer Trunk Line Trust Fund. The Developer/Owner agrees that any modification or termination of the Wastewater Sanitary Sewer Trunk Line Trust Fund is a legislative action and does not constitute a breach of trust, an act of bad faith, an intentional or reckless indifference to the interest of a beneficiary, or a profit derived by the trustee from a breach of trust. 2. PLANS AND SPECIFICATIONS. a. Developer/Owner shall contract with a professional engineer licensed in the State of Texas and acceptable to the City's Development Services Engineer to prepare plans and specifications for the Wastewater Improvements, as shown in the attached Exhibit 3, the content of such exhibit being incorporated by reference into this Agreement, with the following minimum requirements: 1. A. Sanitary Sewer Lift Station 1 Bonds,Insurance(2.5%) 1 LS $42,500.00 $42,500.00 2 Mobilization(51Y.) 1 LS $85,000.00 $85,000.00 3 Existing Uft Station Demolition 1 LS $35,000.00 $35,000.00 4 10'Diam.L.S.Structure(Bottom Slab,Top Slab,Wet Well) i LS $245,000.00 $245,000.00 5 Well Pointing for Lift Station 1 LS $38,000.00 $38,000.00 6 Ductile Iron Piping,Fittings,Valves 1 LS $98,000.00 $98,000.00 7 IPumps,Bases,Guide Rails,and Accessories 1 LS $180,000.00 $180,000.00 8 lUft Station Electrical(Electrical Rack and Control Panel) 1 LS $120,000.00 $120,000.00 9 ultrasonic Flow Meter and 4'Fiberglass Chamber 1 LS $18,000.00 $18,000.00 10 6"PVC Green C-900 Force Main DR 25 100 LF $70.00 $7,000.00 11 Tie New 6"Force Main to Existing 6"Force Main 1 LS $5,500.00 $5,500.00 12 7"Thick Concrete Driveway 1500 SF $25.00 $37,500.00 13 1"HDPE Waterline by Open Cut 125 LF $20.00 $2,500.00 14 Water Meter 1 EA $2,000.00 $2,000.00 15 lTie Proposed 1"HDPE Waterline to Existing Waterline 1 LS $1,500.00 $1,500.00 16 7'Tall PVC Coated Chainlink Fence with Barbed Wire 1 LS $30,000.00 $30,000.00 17 Extend Box Culvert and Safety End Treatment 1 LS $45,000.00 $45,000.00 18 5'Diam.FRP Manhole(22'-24'Deep) 2 EA $38,000.00 $76,000.00 19 5'Diam.FRP Manhole(20'-22'Deep) 2 EA $32,000.00 $64,000.00 20 15"PVC Gravity Line(22'-24'Cut) 110 LF $250.00 $27,500.00 21 12"PVC Gravity Line(22'-24'Cut) 910 LF $230.00 $209,300.00 22 12'PVC Gravity Line(20'-22'Cut) 910 LF $220.00 $200,200.00 23 Pollution Prevention Plan 1 LS $12,000.00 $12,000.00 24 OSHA Trench Protection 1930 LF $10.00 $19,300.00 25 Temporary Traffic Control 1 LS 1 $15,000.00 $15,000.00 26 Wastewater flow Control at Existing Lift Station 1 LS $10,000.00 $10,000.00 00 27 NEC Allowance for Electrical Service to Lift Station Site 1 LS $35.0 .00 $35,000.00 b. The plan must be in compliance with the City's master plans. Standard Form Wastewater Trunk System Trust Fund Reimbursement Agreement Approved to Legal form BB 4.1.21 Page 2 of 12 c. The plans and specifications must comply with the City's Wastewater Standards Detail Sheets and Standard Specifications. c. Before the Developer/Owner starts construction, the plans and specifications must be approved by the City's Development Services Engineer. 3. REIMBURSEMENT. a. The cost for the Wastewater Improvements less $19,998.83 lot/acreage fee credit is $2,041,201.17. Subject to the conditions for reimbursement from the Wastewater Trunk Line System Trust Fund per the UDC and this Agreement, the City will reimburse the developer, the reasonable actual cost of the Wastewater Improvements up to an amount not to exceed $2,041,201.17 as shown in the attached Exhibit 4, the contents of such exhibit being incorporated by reference into this Agreement. b. Subject to the conditions for reimbursement from the Wastewater Trunk Line System Trust Fund per the UDC and this agreement, the City agrees to reimburse the Developer/Owner on a monthly basis upon invoicing for work performed. The submitted invoice shall be deemed administratively complete by the City prior to payment. The reimbursement will be made no later than 30 days from the date of the City's administrative approval of the invoice. Developer/Owner shall submit all required performance bonds and proof of required insurance under the provisions of this Agreement. c. Cost-supporting documentation to be submitted shall include: 1. Summary of Costs and Work Performed on Form provided by the Development Services Department. 2. Contractor and professional services invoices detailing work performed. 3. The first reimbursement request requires submittal of invoices for work performed. Future disbursements shall provide evidence of payment by the developer/owner through a cancelled check or bank ACH for the previous submittal. The final reimbursement request shall require evidence that all invoices to date have been paid. d. To be eligible for reimbursement, the work must be constructed in a good and workmanlike manner and must have been inspected and accepted by the City. The City agrees to conduct periodic inspections and approve the progress of the work at key points during construction. e. The final 5% of the total contract reimbursement amount will be held as retainage until such time the City issues acceptance of public infrastructure in accordance with Unified Development Code. f. In the event that this Agreement is terminated by the City as a result of an uncured default by the Developer/Owner and at a time when there has been a partial completion and/or partial payment for the improvements, then the City shall only reimburse the Developer/Owner for its costs that were legitimately incurred towards Standard Form Wastewater Trunk System Trust Fund Reimbursement Agreement Approved to Legal form BB 4.1.21 Page 3of12 the completion of the improvements that have been inspected and accepted by the City up to the time that the uncured default occurred. 4. PAYMENTS, CREDITS, AND DEFERRED REIMBURSEMENT. a. All payments, credits, priority of reimbursement, and deferred reimbursement shall be made in accordance with UDC §8.5. Developer/Owner understands and agrees that if funds are not available in the Wastewater Trunk System Trust Fund, that reimbursement will not be made until such funds are available, appropriated, and Developer/Owner has priority per UDC §8.5.2. Pursuant UDC §8.5.2. E., priority is determined according to the date the reimbursement agreement is approved by the City Council. b. Payments will not be paid when funds are not available in the Wastewater Trunk System Trust Fund. Payments may be made when monies are available in and appropriated from the Wastewater Trunk System Trust Fund and the Developer/Owner has priority in accordance with UDC §8.5.2. E. c. If the developer is owed funds from the Wastewater Trunk System Trust Fund, the developer will be given credit for lot or acreage fees that are due on subsequent final plats filed with the County Clerk in accordance with UDC §8.5.2. E. The amounts credited will be deducted from the outstanding amounts owed to the developer by the Wastewater Trunk System Trust Fund until the total amount owed has been paid, provided that the lands being platted are within or contiguous to the boundaries of the preliminary plat of the originally developed property, the land will be served by the wastewater trunk line for which the credit was given, and an extension of the trunk line was not required to serve the land. 5. DEVELOPER/OWNER TO COMPLETE IMPROVEMENTS. Developer/Owner shall award a contract and complete the Wastewater Improvements under the approved plans and specifications within 24 months from the date of City Council approval of this agreement. 6. NOTICES. a. Any notice or other communication required or permitted to be given under this Agreement must be given to the other party in writing at the following address: 1. If to the Developer/Owner: The Mostaghasi Investment Trust dba Sun George Contracting Development Co. Attn: Hossein Mostaghasi 8026 Bar le Doc Corpus Christi, Texas 78414 2. If to the City: City of Corpus Christi Attn: Director, Development Services Department 2406 Leopard Street 78401 P. O. Box 9277 Standard Form Wastewater Trunk System Trust Fund Reimbursement Agreement Approved to Legal form BB 4.1.21 Page 4 of 12 Corpus Christi, Texas 78469-9277 with a copy to: City of Corpus Christi Attn: Assistant City Manager, Business Support Services 1201 Leopard Street 78401 P. O. Box 9277 Corpus Christi, Texas 78469-9277 b. Notice must be made by United States Postal Service, First Class mail, certified, return receipt requested, postage prepaid; by a commercial delivery service that provides proof of delivery, delivery prepaid; or by personal delivery. c. Either party may change the address for notices by giving notice of the change under the provisions of this section. 7. REQUIRED CONSTRUCTION. Developer/Owner shall construct the Wastewater Improvements in compliance with the City's UDC, the City's Infrastructure Design Manual, and all local, state and federal laws, codes and regulations, in accordance with the plans and specifications submitted to the City's Development Services Department and reviewed and approved by the City's Development Services Engineer. 8. SITE IMPROVEMENTS. Prior to the start of construction of the Wastewater Improvements, Developer/Owner shall acquire and dedicate to the City the required additional public utility easements ("Easements"), if any, necessary for the completion of the Wastewater Improvements. If any of the property needed for the Easements is owned by a third parry and the Developer/Owner is unable to acquire the Easements through reasonable efforts, then the City may use its powers of eminent domain to acquire the Easements. Developer will be responsible for cost of acquisition, payable from the reimbursement agreed to in this agreement. 9. PLATTING FEES. Developer/Owner shall pay to the City the required acreage fees and pro- rata fees as required by the UDC. 10. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract. 11. PROMPT AND GOOD FAITH ACTIONS. The parties shall act promptly and in good faith in performing their duties and obligations under this Agreement. If this Agreement calls for review or inspections by the City, then the City's reviews or inspections must be completed thoroughly and promptly. 12. DEFAULT. The following events shall constitute default: a. Developer/Owner fails to engage a professional engineer for the preparation of plans and specifications by the 10th calendar day after the date of approval of this Agreement by the City Council. b. Developer/Owner's professional engineer fails to submit the plans and specifications to the City's Director of Engineering Services by the 40th calendar day after the date of approval by City Council. Standard Form Wastewater Trunk System Trust Fund Reimbursement Agreement Approved to Legal form BB 4.1.21 Page 5 of 12 c. Developer/Owner fails to award a contract for the construction of the project, according to the approved plans and specifications, by the 70th calendar day after the date of approval by City Council. d. Developer/Owner's contractor does not reasonably pursue construction of the Wastewater Improvements under the approved plans and specifications. e. Developer/Owner's contractor fails to complete construction of the Wastewater Improvements, under the approved plans and specifications as provided in section 4 of this agreement. f. Either the City or the Developer/Owner otherwise fails to comply with its duties or obligations under this Agreement. 13. NOTICE AND CURE. a. In the event of a default by either party under this Agreement, the non-defaulting party shall deliver notice of the default, in writing, to the defaulting party stating, in sufficient detail, the nature of the default and the requirements to cure such default. b. After delivery of the default notice, the defaulting party has 15 business days from the delivery of the default notice ("Cure Period")to cure the default. c. In the event the default is not cured by the defaulting party within the Cure Period, then the non-defaulting party may pursue its remedies in this section. d. Should Developer/Owner fail to perform any obligation or duty of this Agreement, the City shall give notice to Developer/Owner, at the address stated in section 5, of the need to perform the obligation or duty, and should Developer/Owner fail to perform the required obligation or duty within 15 days of receipt of the notice, the City may perform the obligation or duty, charging the cost of such performance to Developer/Owner by reducing the reimbursement amount due Developer/Owner. e. In the event of an uncured default by the Developer/Owner, after the appropriate notice and Cure Period, the City has all its common law remedies and the City may: 1. Terminate this Agreement after the required notice and opportunity to cure the default; 2. Refuse to record a related plat or issue any certificate of occupancy for any structure to be served by the project; and/or 3. Perform any obligation or duty of the Developer/Owner under this Agreement and charge the cost of such performance to the Developer/Owner. The Developer/Owner shall pay to the City the reasonable and necessary cost of the performance within 30 days from the date the Developer/Owner receives notice of the cost of performance. In the event the Developer/Owner pays the City under the preceding sentence and is not otherwise in default under this Agreement, then the Agreement shall be considered in effect and no longer in default. Standard Form Wastewater Trunk System Trust Fund Reimbursement Agreement Approved to Legal form BB 4.1.21 Page 6 of 12 f. In the event of an uncured default by the City after the appropriate notice and Cure Period, the Developer/Owner has all its remedies at law or in equity for such default. 14. FORCE MAJEURE. a. The term "force majeure" as employed in this Agreement means and refers to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; or other causes not reasonably within the control of the party claiming the inability. b. If, by reason of force majeure, either party is rendered wholly or partially unable to carry out its obligations under this Agreement, then the party claiming force majeure shall give written notice of the full particulars of the force majeure to the other party within ten (10) business days after the occurrence or waive the right to claim it as a justifiable reason for delay. The obligations of the party giving the required notice, to the extent affected by the force majeure, are suspended during the continuance of the inability claimed but for no longer period, and the party shall endeavor to remove or overcome such inability with all reasonable dispatch. 15. THIRD-PARTY BENEFICIARY. Developer/Owner's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the Wastewater Improvements, contracts for testing services, and contracts with the contractor for the construction of the Wastewater Improvements must provide that the City is a third-party beneficiary of each contract. 16. PERFORMANCE AND PAYMENT BONDS. Developer/Owner shall, before beginning the work that is the subject of this Agreement, furnish a performance bond payable to the City of Corpus Christi if the contract is in excess of$100,000 and a payment bond if the contract is in excess of$50,000. Bonds furnished must meet the requirements of Texas Insurance Code 3503, Texas Government Code 2253, and all other applicable laws and regulations. The performance or payment bond must name the City as an obligee. If the Developer/Owner is not an obligor, then Developer/Owner shall be named as a joint obligee. The bond must clearly and prominently display on the bond or on an attachment to the bond: (1)the name, mailing address, physical address, and telephone number, including the area code, of the surety company to which any notice of claim should be sent; or (2)the toll-free telephone number maintained by the Texas Department of Insurance under Subchapter B, Chapter 521, Insurance Code, and a statement that the address of the surety company to which any notice of claim should be sent may be obtained from the Texas Department of Insurance by calling the toll-free telephone number. 17. DEDICATION OF WASTEWATER IMPROVEMENTS. Upon completion of the construction, dedication of Wastewater Improvements will be subject to City inspection and approval. 18. WARRANTY. Developer/Owner shall fully warranty the workmanship of and function of the Wastewater Improvements and the construction thereof for a period of one year from and after the date of acceptance of the facilities by the City's Director of Engineering Services. Standard Form Wastewater Trunk System Trust Fund Reimbursement Agreement Approved to Legal form BB 4.1.21 Page 7 of 12 19. INDEMNIFICATION. Developer/Owner covenants to fully indemnify, save and hold harmless the City of Corpus Christi, its officers, employees, and agents, ("indemnitees") against any and all liability, damage, loss, claims, demands suits and causes of action of any nature whatsoever asserted against or recovered from city on account of injury or damage to person including, without limitation on the foregoing, workers compensation and death claims, or property loss or damage of any other kind whatsoever, to the extent any injury, damage, or loss may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part, the Developer/Owner's failure to comply with its obligations under this agreement or to provide city wastewater service to the development, including injury, loss, or damage which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with the construction, installation, existence, operation, use, maintenance, repair, restoration, or removal of the public improvements associated with the development described above, including the injury, loss or damage caused by the sole or contributory negligence of the indemnitees or any of them, regardless of whether the injury, damage, loss, violation, exercise of rights, act, or omission is caused or is claimed to be caused by the contributing or concurrent negligence of indemnitees, or any of them, but not if caused by the sole negligence of indemnitees, or any of them, unmixed with the fault of any other person or entity, and including all expenses of litigation, court costs, and attorneys fees, which arise, or are claimed to arise, out of or in connection with the asserted or recovered incident. This indemnity specifically includes all claims, damages, and liabilities of whatever nature, foreseen or unforeseen, under any hazardous substance laws, including but not limited to the following: (a) all fees incurred in defending any action or proceeding brought by a public or private entity and arising from the presence, containment, use, manufacture, handling, creating, storage, treatment, discharge, release or burial on the property or the transportation to or from the property of any hazardous substance. The fees for which the developer/owner shall be responsible under this subparagraph shall include but shall not be limited to the Standard Form Wastewater Trunk System Trust Fund Reimbursement Agreement Approved to Legal form BB 4.1.21 Page 8 of 12 fees charged by (i) attorneys, (ii) environmental consultants, (iii) engineers, (iv) surveyors, and (v) expert witnesses. (b) any costs incurred attributable to (i) the breach of any warranty or representation made by Developer/Owner in this agreement, or (ii) any cleanup, detoxification, remediation, or other type of response action taken with respect to any hazardous substance on or under the property regardless of whether or not that action was mandated by the federal, state or local government. This indemnity shall survive the expiration or earlier termination of the agreement. 20. ASSIGNMENT OF AGREEMENT. This Agreement or any rights under this Agreement may not be assigned by the Developer/Owner to another without the written approval and consent of the City's City Manager. 21. DISCLOSURE OF INTEREST. Developer/Owner agrees, in compliance with the Corpus Christi Code of Ordinance Sec. 2-349, to complete, as part of this Agreement, the Disclosure of Interest form attached to this Agreement as Exhibit 5. 22. CERTIFICATE OF INTERESTED PARTIES. Developer/Owner agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of"interested parties" with respect to entities that enter contracts with cities. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers. (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at ht_tps://www.ethics.state.tx.us/whatsnew/elf info form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at hftps://www.ethics.state.tx.us/legal/ch46.html. 23. CONFLICT OF INTEREST. Developer/Owner agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the Standard Form Wastewater Trunk System Trust Fund Reimbursement Agreement Approved to Legal form BB 4.1.21 Page 9 of 12 information on the City Secretary's website at http://www.cctexas.com/government/citl- secretary/conflict-disclosure/index 24. AUTHORITY. All signatories signing this Agreement warrant and guarantee that they have the authority to act on behalf of the entity represented and make this Agreement binding and enforceable by their signature. 25. EFFECTIVE DATE. This Agreement becomes effective and is binding upon and inures to the benefit of the City and the Developer/Owner and their respective heirs, successors, and assigns from and after the date of final execution by all parties. Remainder of page intentionally left blank; signature page to follow. Standard Form Wastewater Trunk System Trust Fund Reimbursement Agreement Approved to Legal form BB 4.1.21 Page 10 of 12 EXECUTED IN ONE ORIGINAL this 2r:::> day of /�� 20 2 . ATTES CITY ORPUS Rebecca HuertaAlbe J. aymond III, AIA, CBO City Secretary Dir for Of Development Services fl' M- 11fCIL 9FC, APP APPROVED AS TO LEGAL FORM: Buck Brice (Date) Assistant City Attorney For City Attorney Standard Form Wastewater Trunk System Trust Fund Reimbursement Agreement Approved to Legal form BB 4.1.21 Page 11 of 12 DEVELOPER/OWNER: The Mostaghasi Investment Trust dba Sunorge Contracting Company By: ��y'. Hossein ostaghasi, STATE OF TEXAS § COUNTY OF I. plc. § This instrument was acknowledged before me on , 20;�, , by Hossein Mostaghasi, The Mostaghasi Investment Trust dba Sun George Contracting Company, a Texas Sole Proprietor, on behalf of said comps YVONNE MUNOZ Notry Pu lies Sign t e ID# 12465834-3 * t * Notary Public STAN9F, F TEXAS OFP My Comm.EE�p. 08-22-2023 Standard Form Wastewater Trunk System Trust Fund Reimbursement Agreement Approved to Legal form BB 4.1.21 Page 12 of 12 OFTF �PA. t Kara Sands c' Nueces County Clerk CG,� wv 901 Leopard St #201 �Y of NJ Corpus Christi, TX 78401 Main: (361)888-0580 Receipt: 20210608000150 Date: 06/08/2021 Time: 01:46PM By: Catherine R Station: CLERK04 Status: ORIGINAL COPY Balance After Finalization: $1,017.00 Sec Item Document Description Number Number Of Amount Serial Number 1 Official Public Records AGRMT 2021028925 13 $65.00 Order Total (1) $65.00 Seq Payment Method Transaction Id Comment Total 1 Company Account 3617798509 $65.00 Total Payments (1) $65.00 Change Due $0.00 DEVELOPMENT SERVICES CITY OF CC 2406 LEOPARD STREET CORPUS CHRISTI, TX 78408 For more information about the County Clerk's office and to search property records online, please visit http://www.nuecesco.com/county-services/county-clerk 1oft Nueces County Kara Sands Nueces County Clerk 1111 smile 1111111111 Bills 111111111111111 11111 Bill 1111 'VG-50-2021-2021028925` Instrument Number: 2021028925 Official Public Records AGREEMENT Recorded On: June 08, 2021 01:46 PM Number of Pages: 13 Examined and Charged as Follows: " Total Recording: $65.00 STATE OF TEXAS Y CpNueces County I hereby certify that this Instrument was filed in the File Number sequence on the date/time o r ¢ printed hereon,and was duly recorded in the Official Records of Nueces County,Texas S y� Kara Sands °F Nue�`� ' Nueces County Clerk Nueces County, TX ***********THIS PAGE IS PART OF THE INSTRUMENT*********** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Record and Return To: Document Number: 2021028925 DEVELOPMENT SERVICES CITY OF CC Receipt Number: 20210608000150 2406 LEOPARD STREET Recorded Date/Time: June 08, 2021 01:46 PM User: Catherine R CORPUS CHRISTI TX 78408 Station: CLERK04 REIMBURSEMENT ESTIMATE/ACTUAL BID CONTRACT EXHIBIT B County Road 52 Sanitary Sewer Lift Station REIMBURSEMENT ESTIMATE ACTUAL BID CONTRACT No. Description Quantity Unit Unit Price Total Amount Quantity Unit Unit Price Total Price 1 Bonds,Insurance(2.5%) 1 LS $ 42,500.00 $ 42,500.00 Bid-1 Bonds,and Insurance(2.5%) 1 LS $ 83,219.00 $ 83,219.00 2 Mobilization(5%) 1 LS $ 85,000.00 $ 85,000.00 Bid-2 Mobilization(5%) 1 LS $ 166,438.00 $ 166,438.00 3 Existing Lift Station Demolition 1 LS $ 35,000.00 $ 35,000.00 Bid-3 IlExisting Lift Station Demolition 1 LS $ 117,069.00 $ 117,069.00 4 10'Diam.L.S.Structure(Bottom Slab,Top Slab,Wet Well) 1 LS $ 245,000.00 $ 245,000.00 Bid-4 10'Diam.Lift Station Structure(Bottom Slab,Top Slab,Wet Well) 1 LS $ 1,042,987.00 $ 1,042,987.00 5 Well Pointing for Lift Station 1 LS $ 38,000.00 $ 38,000.00 Bid-5 Well Pointing for Lift Station 1 LS $ 26,853.00 $ 26,853.00 6 Ductile Iron Piping,Fittings,Valves 1 LS $ 98,000.00 $ 98,000.00 Bid-6 Ductile Iron Pipe,Fittings,Valves 1 LS $ 71,101.00 $ 71,101.00 7 lPumps,Bases,Guide Rails,and Accessories 1 LS $ 180,000.00 $ 180,000.00 Bid-7 Pumps,Bases,Guide Rails,and Accessories 1 LS $ 25,180.00 $ 25,180.00 8 Lift Station Electrical(Electrical Rack,Control Panel,SCADA,etc.) 1 LS $ 120,000.00 $ 120,000.00 Bid-8 Lift Station Electrical(Electrical Rack and Control Panel) 1 LS $ 222,035.00 $ 222,035.00 9 Ultrasonic Flow Meter and 4'Fiberglass Chamber 1 LS $ 18,000.00 $ 18,000.00 Bid-9 Ultrasonic Flow Meter and 4'Fiberglass Chamber 1 LS $ 38,236.00 $ 38,236.00 10 6"PVC Green C-900 Force Main DR 25 100 LF $ 70.00 $ 7,000.00 Bid-10 6"PVC Green C-900 Force Main DR 25 25 LF $ 720.00 $ 18,000.00 11 Tie New 6"Force Main to Existing 6"Force Main 1 LS $ 5,500.00 $ 5,500.00 Bid-11 Tie New 6"Force Main to Existing 6"Force Main 1 LS $ 6,953.00 $ 6,953.00 12 7"Thick Concrete Driveway 1500 SF $ 25.00 $ 37,500.00 Bid-12 7"Thick Concrete Driveway 587 SF $ 34.00 $ 19,958.00 13 1"HDPE Waterline by Open Cut 125 LF $ 20.00 $ 2,500.00 Bid-13 1"HDPE Waterline by Open Cut 100 LF $ 42.35 $ 4,235.00 14 lWater Meter 1 EA $ 2,000.00 $ 2,000.00 Bid-14 Water Meter 1 LS $ 1,815.00 $ 1,815.00 15 Tie Proposed 1"HDPE Waterline to Existing Waterline 1 LS $ 1,500.00 $ 1,500.00 Bid-15 Tie Proposed 1"HDPE Waterline to Existing Waterline 1 EA $ 1,512.00 $ 1,512.00 16 T Tall PVC Coated Chainlink Fence with Barbed Wire 1 LS $ 30,000.00 $ 30,000.00 Bid-16 T Tall PVC Coated Chainlink Fence with Barbed Wire 1 LS $ 25,000.00 $ 25,000.00 URBAN ENGINEERING 2725 SWANTNER CC,TC 78404 Page 1 of 3 UE Project No:42879.B9.00 REIMBURSEMENT ESTIMATE/ACTUAL BID CONTRACT REIMBURSEMENT ESTIMATE ACTUAL BID CONTRACT 17 Extend Box Culvert and Safety End Treatment 1 LS $ 45,000.00 $ 45,000.00 Bid-17 Extend Box Culvert and Safety End Treatment 1 LS $ 54,450.00 $ 54,450.00 18 5'Diam.FRP Manhole(22'-24'Deep) 2 EA $ 38,000.00 $ 76,000.00 Bid-18 5'Diam.FRP Manhole(22'-24'Deep) 1 EA $ 26,091.00 $ 26,091.00 19 5'Diam.FRP Manhole(20'-22'Deep) 2 EA $ 32,000.00 $ 64,000.00 Bid-19 4'Diam.FRP Manhole(22'-24'Deep) 1 EA $ 24,144.00 $ 24,144.00 20 15"PVC Gravity Line(22'-24'Cut) 110 LF 1$ 250.00 $ 27,500.00 Bid-20 15"PVC Gravity Line(22'-24'Cut) 87 LF $ 434.00 $ 37,758.00 21 12"PVC Gravity Line(22'-24'Cut) 910 LF $ 230.00 $ 209,300.00 Bid-21 12"PVC Gravity Line(22'-24'Cut) 263 LF $ 447.00 $ 117,561.00 22 12"PVC Gravity Line(20'-22'Cut) 910 LF $ 220.00 $ 200,200.00 Bid-22 12"PVC Gravity Line(20'-22'Cut) 132 LF $ 420.00 $ 55,440.00 23 Pollution Prevention Plan 1 LS $ 12,000.00 $ 12,000.00 Bid-23 lPollution Prevention Plan 1 LS $ 3,025.00 $ 3,025.00 24 OSHA Trench Protection 1930 LF $ 10.00 $ 19,300.00 Bid-24 OSHA Trench Protection 2500 LF $ 20.00 $ 50,000.00 25 Temporary Traffic Control 1 LS $ 15,000.00 $ 15,000.00 Bid-25 Temporary Traffic Control 1 LS $ 38,247.00 $ 38,247.00 26 Wastewater Flow Control at Existing Lift Station 1 LS $ 10,000.00 $ 10,000.00 Bid-26 Wastewater Flow Control at Existing Lift Station 1 LS $ 163,955.00 $ 163,955.00 27 1NEC Allowance for Electrical Service to Lift Station Site 1 LS $ 35,000.00 $ 35,000.00 Bid-27 NEC Allowance for Electrical Service to Lift Station Site 1 LS $ 35,000.00 1$ 35,000.00 Bid-28 Backflow Preventer 1 LS $ 7,500.00 $ 7,500.00 Bid-29 Tie Exist.15"Gravity San.Sewer to New Lift Sta. 1 LS $ 18,755.00 $ 18,755.00 Bid-30 Tie Exist.10"Gravity San.Sewer to New Lift Sta. 1 LS $ 15,125.00 $ 15,125.00 Bid-31 4'Diam.FRP Manhole(10'-12'Deep) 1 EA $ 15,475.00 $ 15,475.00 Bid-32 4'Diam.FRP Manhole(18'-20'Deep) 3 EA $ 27,110.00 $ 81,330.00 Bid-33 4'Diam.FRP Manhole(16'-18'Deep) 3 EA 1$ 25,853.00 $ 77,559.00 Bid-34 15"PVC Gravity Sanitary Sewer with 26"Steel Casing installed by Guided Boring 50 LF $ 2,650.00 $ 132,500.00 Bid-35 12"PVC Gravity Line(18'-20'Cut) 709 LF $ 304.00 $ 215,536.00 Bid-36 12"PVC Gravity Line(16'-18'Cut) 1297 LF $ 289.00 $ 374,833.00 Bid-37 8"PVC Gravity Line(22'-24'Cut) 12 LF $ 277.00 $ 3,324.00 Bid-38 Well Pointing 2500 LF $ 22.00 $ 55,000.00 Bid-39 Concrete Driveway Repair 3205 SF $ 30.00 $ 96,150.00 Bid-40 Hydro Mulch Seeding 2 AC $ 9,075.00 $ 18,150.00 REIMBURSEMENT ESTIMATE $1,660,800.00 ACTUAL BID CONTRACT $ 3,587,499.00 URBAN ENGINEERING 2725 SWANTNER CC,TC 78404 Page 2 of 3 UE Project No:42879.B9.00 REIMBURSEMENT ESTIMATE/ACTUAL BID CONTRACT REIMBURSEMENT ESTIMATE ACTUAL BID CONTRACT Contingency(10%) 166,100.00 Total $1,826,900.00 $ 3,587,499.00 Engineering(8%of Construction) 146,200.00 $ 146,200.00 Additional Cost for Rebidding and Revising Reimbursement Agreement - $ 6,000.00 Surveying(2%of Construction) 36,550.00 $ 36,550.00 Staking and Testing(2%of Construction) 36,550.00 $ 71,750.00 Geotechnical 15,000.00 $ 15,000.00 Grand Total 2,061,200.00 $ 3,862,999.00 Changes to Reimbursable Amount- ADD $ 1,801,799.00 URBAN ENGINEERING 2725 SWANTNER CC,TC 78404 Page 3 of 3 UE Project No:42879.B9.00 Amendment to Reimbursement Agreement The purpose of this ordinance is to amend the approved Wastewater Lift Station, Gravity, and Force Main Line Construction and Reimbursement Agreement dated May 18, 2021 , with The Mostaghasi Investment Trust; appropriating an additional $1 ,609,387.00 in current funds and $192,412.00 in future revenues, for a total of $1 ,801,799.00 in order to reimburse the developer per the amended agreement. This will amend the total reimbursable amount from $2,041,201 .17 to $3,843,000.17. City Council October 18, 2022 River Ridge Unit 4 .fit River Nemec " ,` - . Ridge --v�; Unit 4 Towne Center 1 r I Proposed WW Future a a. Lift Station Annexatiq x rn�r TOCATION MAP Cnru Location Project Map _ r 112 acre low density residential 30 acre commercial CR 52 lift station A rre�n: �3 r 69 acre low density I f residential 45 acre high density ',. residential Trust Fund Balance Available Combined Trust Funds Balance as of 09/27/2022 as reported by Finance is: $ 1,609,387.00 Individual Trust Fund balance break down: FUND 4030 FUND 4220 Water Arterial Water Distribution Main Wastewater Trunk Wastewater Collection Transmission & Grid Trust System Trust Line Trust Main Trust $615,966.67 $163,925.70 $789,800.45 $39,694.18 Recommendation Approval Staff recommends approval of an amendment to the wastewater lift station construction and reimbursement agreement Mostaghasi Investment Trust. The reimbursement agreement request is in accordance with UDC Section 8.5.2 Wastewater Trust Fund. Sections 8.5.1 .C.4 and 8.5.2.1 of the UDC authorizes to appropriate $1 ,650,606.46 from Sanitary Sewer Trunk System Trust Fund and authorizing appropriation of additional $151,192.54 will be appropriated in the future from the Sanitary Sewer Trunk System Trust Fund to reimburse the Developer when funds are available. y f , F + Aft RIVE LEOS '; 0, RWi4YLu uj OWMAN - 2 I _ B. KRUIP ;.` IVERROC�K , . i r R r, +� ROPOSE ' IFT STATI N LOCATIO r �i n 1 j CR 52 U �` �,,� 4n � Date Created:M5/2021 0 750 1,500 ). Prepared By:ReyR Feet Depaninent of Development Services ;A U w —J � Preliminary PIat -WOR -BLV �' �o River Ridge Unit 4 - Lj SUBJECT �oP Location Map PROPERTY s City of g Corpus LOCATION MAP " Christi SC �o � 0 � o NCORPOR 1�'0 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting October 25, 2022 DATE: October 25, 2022 TO: Peter Zanoni, City Manager FROM: Peter Collins, Chief Information Officer of Information Technology Pete rC(a)cctexas.com (361) 826-3735 Josh Chronley, Assistant Director of Finance-Procurement Josh C2(a)cctexas.com (361) 826-3169 Purchase of DocuSign Electronic Signature and Contract Routing Tool and Related Support CAPTION: Motion authorizing a one-year service agreement with Carahsoft Technology Corporation of Reston, Virginia in the amount of $80,689.33, for the purchase of DocuSign Electronic Signature and Contract Routing Tool and related Support through the DIR Cooperative for City departments with FY 2023 funding available in the Information Technology Fund. SUMMARY: This motion is to purchase an electronic signature and contract routing tool for DocuSign documents (referred to as "envelopes") and support from Carahsoft Technology to improve document process efficiency. This contract includes 24/7 support for 13,000 envelopes (documents) for signature. BACKGROUND AND FINDINGS: The City of Corpus Christi implemented DocuSign in 2020, which is an electronic document signature tool used by City departments. DocuSign provides a significant improvement to the amount of time it takes for contracts and documents to be signed and routed. Contracts or documents that would typically take days to a week to be signed, are able to be signed and executed within hours. PROCUREMENT DETAIL: This procurement is being facilitated through the DIR Cooperative. Contracts awarded through the DIR Cooperative have been competitively procured in compliance with Texas Local and State procurement requirements. The savings on the DIR Cooperative for this document (i.e., envelope) and support purchase is $52,534 off retail price. ALTERNATIVES: If this purchase is not approved, contract or document routing will become manual again, and processing times will be negatively impacted. FISCAL IMPACT: The fiscal impact in FY 2023 from the Information Technology Fund is $80,689.33. FUNDING DETAIL: Fund: 5210 Information Technology Fund Organization/Activity: 40470 IT Application Services Mission Element: 242 Project # (CIP Only): Account: 520105 Computer Software RECOMMENDATION: Staff recommends approval of this motion authorizing a one-year service agreement with Carahsoft Technology Corporation as presented. LIST OF SUPPORTING DOCUMENTS: Purchase Agreement Co-op Price Sheet City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado DocuSign Envelopes D I R-TSO-4288 Carahsoft Technology Corporation Reston, Virginia Item Description Qty Cost Total 1 DocuSign Envelopes 13,000 $5.0876 $66,138.80 2 Enterprise Premier Support 1 $14,550.53 $14,550.53 Total $80,689.33 DocuSign Envelope ID:461 E6956-C38E-4DF9-BFFF-59A67CFEEOOD .mus c� G� Off' � CO-OPERATIVE PURCHASE AGREEMENT NO. 4121 U DocuSign Envelope Purchase and Support NOflPORp1E 1859, THIS DocuSign Envelope Purchase and Support Co-operative Purchase Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Carahsoft Technology Corporations ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Co-operative Agreement. Contractor has agreed to provide DocuSign Envelope Purchase and Support in accordance with its agreement with DIR-TSO-4288 (the "Co-operative Agreement"), which is incorporated by reference herein as if set out here in its entirety. In the event of a conflict between this Agreement and the Co-operative Agreement, this Agreement shall govern to the extent allowed by the Co-operative Agreement. 2. Scope. Contractor will provide DocuSign Envelope Purchase and Support in accordance with the attached Statement 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. 3. Term. The Term of this Agreement is one year beginning on the date provided in the Notice to Proceed from 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. 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. 4. Compensation and Payment. This Agreement is for an amount not to exceed $80,689.33, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, 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. Invoices must be mailed to the following address: Co-operative Purchase Agreement Standard Form Page 1 of 3 DocuSign Envelope ID:461 E6956-C38E-4DF9-BFFF-59A67CFEEOOD City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 5. 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: Holly Houghton Assistant Director of IT 1201 Leopard Str., Corpus Christi, TX 78401 Phone: 361.826.3753 Fax: 361 .826.4342 IF TO CONTRACTOR: Carahsoft Technology Corporations Attn: Kimberly Barrera Sales Representative 11493 Sunset Hills Road, Suite 100 Reston, VA 20190 Phone: 571.662.3450 Fax: 703.871.8505 6. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. [Signature Page Follows] Co-operative Purchase Agreement Standard Form Page 2 of 3 DocuSign Envelope ID:461 E6956-C38E-4DF9-BFFF-59A67CFEEOOD CONTRACTOR DocuSigned by: Signature: Vti� t5"n x 184645GE6E6F4EB... Printed Name: Kimberly Barrera Title: Renewal Account Representative Date:9/26/2022 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance — Procurement Date: APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Incorporated by Reference Only: Co-operative Agreement: DIR-TSO-4288 Co-operative Purchase Agreement Standard Form Page 3 of 3 DocuSign Envelope ID:461 E6956-C38E-4DF9-BFFF-59A67CFEEOOD ��p[TS Cgp_ a ATTACHMENT A: SCOPE OF WORK v pnnEV NCI}3�JF Project Name: DocuSign Purchase Project Address: City of Corpus Christi, City Hall, 1201 Leopard Street, 1 S, Floor, Corpus Christi Texas, 78401 Background: The City has implemented DocuSign, which is an electronic document signature tool to be used by any department. Contract includes 24/7 support for 13,000 envelopes (documents) for signature. Scope of Work A. The Contractor shall deliver 13,000 envelopes of DocuSign Business Pro for Gov-Env, part #APT-0393. B. The Contractor shall deliver Enterprise Premier Support, part #APT-0148, C. The Contractor shall deliver 24/7 support. Point of Contact: Holly Houghton City of Corpus Christi Assistant Director of IT 361-826-3753 holly@cctexas.com Contractor Point of Contact: Kimberly Barrera DocuSign Government at Carahsoft 11493 Sunset Hills Road Suite 100 Reston, Virginia 20190 Kimberly.Barrera@carahsoft.com Page 1 of 1 DocuSign Envelope ID:461E6956-C38E-4DF9-BFFF-59A67CFEE00D Price Quotation Attachment B: Bid/Pricing Schedule DocuSign DocuSign Government at Carahsoft carahsoft. 11493 Sunset Hills Road I Suite 100 1 Reston,Virginia 20190 Phone(703)871-8500 1 Fax(703)871-8505 1 Toll Free(888)662-2724 www.carahsoft.com I sales@carahsoft.com TO: Holly Houghton FROM: Kimberly Barrera City of Corpus Christi DocuSign Government at Carahsoft 1201 Leopard St 11493 Sunset Hills Road Corpus Christi,TX 78401 USA Suite 100 Reston,Virginia 20190 EMAIL: holly@cctexas.com EMAIL: Kimberly.Barrera@carahsoft.com PHONE: (361)826-3753 PHONE: (571)662-3450 FAX: (703)871-8505 TERMS: DIR Contract No.DIR-TSO-4288 QUOTE NO: 33848757 Expiration Date:February 21,2025 QUOTE DATE: 05/11/2022 FTIN:52-2189693 QUOTE EXPIRES: 10/31/2022 Shipping Point:FOB Destination RFQ NO: Credit Cards:VISA/MasterCard/AMEX Remit To:Same as Above SHIPPING: ESD Payment Terms:Net 30(On Approved Credit) TOTAL PRICE: $80,689.33 Texas VID#: 1522189693700 Sales Tax May Apply TOTAL QUOTE: $80,689.33 LINE NO. PART NO. DESCRIPTION LIST PRICE QUOTE PRICE QTY EXTENDED PRICE 1 APT-0393 DocuSign Enterprise Pro for Gov-Env $8.4000 $5.0876 TX DIR 13000 $66,138.80 DocuSign,Inc.-APT-0393 2 APT-0148 Enterprise Premier Support 22%of Recurring $0.22 $14,550.53 TX DIR 1 $14,550.53 Fees(22%of List Price per$100 of List License Fees) DocuSign,Inc.-APT-0148 SUBTOTAL: $80,689.33 TOTAL PRICE: $80,689.33 TOTAL QUOTE: $80,689.33 QUOTE DATE: 05/11/2022 PAGE 1 oft QUOTE NO: 33848757 DocuSign Envelope ID:461E6956-C38E-4DF9-l3FFF-59A67CFEEOOD_..t - Price Quotation DocuSign DocuSign Government at Carahsoft carahsoft. 11493 Sunset Hills Road I Suite 100 1 Reston,Virginia 20190 Phone(703)871-8500 1 Fax(703)871-8505 1 Toll Free(888)662-2724 www.carahsoft.com I sales@carahsoft.com LINE NO. PART NO. DESCRIPTION LIST PRICE QUOTE PRICE QTY EXTENDED PRICE *Term Dates are 9/27/2022-9/26/2023* Product Details eSignature Envelope Allowance:13,000 -------------------- Overage/Usage Fees eSignature Business Pro for Gov-Env(Per Transaction):$9.97 -------------------------- Terms and Conditions Customer must reference Quote number on Purchase Order. Should Customer purchase via Reseller all terms of Carahsoft Quote must be incorporated in Reseller quote and Customer Purchase Order to Reseller. Any increase in subscription and support pricing will be in accordance with DocuSign's pricing and policies in effect at the time of the renewal or as otherwise agreed to by the parties. Licensee agrees that any order for DocuSign will be governed by the terms and conditions of the Carahsoft Docusign Service Agreement copies of which are found at https://static.carahsoft.com/concrete/files/2616/5962/5258/DocuSign_Master_Services_Agreement_fo_Public_Sector.pdf and all Schedules and Documentation referenced by the Terms are made a part hereof.The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation(excluding Quotes)is void.In the event of any conflict or inconsistency among the following documents,the order of precedence shall be:(1)the applicable Quotes(and their Contract Vehicle),(2)the TOU,and(3)the Documentation.Licensee acknowledges it has had the opportunity to review the Terms,prior to executing an order. Should the customer purchase any version of DocuSign's IL-4 licensing the below terms will apply. Reference the Memorandum previously provided to DISA Authorizing Official(dated March 27,2021)detailing the Provisional Authorization(PA)granted by DISA, exceptions to/exclusions from the PA,and conditions DocuSign is required to meet in order to maintain the PA. DocuSign is not yet authorized to connect to NIPRnet.Customer acknowledges that as of the Order Start Date,DocuSign does not have a BCAP connection to NPIRnet. Therefore,as a result,if Customer does not currently have DISA approval to forego the BCAP connection to NIPRnet: Customer will not use any DocuSign DoD/IL-4 products in production without a BCAP connection(or DISA approval); Customer will not host,store or transmit production data in the I1-4 environment without a BCAP connection to NIPRnet or a documented exception from DISA per to use DocuSign products while forgoing the BCAP; -Customer agrees not to use any DocuSign DoD/IL-4 products to connect to any DocuSign environment via a non BCAP end point without a documented exception from DISA to use DocuSign products while forgoing the BCAP; -Customer is responsible for any customer data sent to third party applications(regardless of whether third party applications are IL-4 certified). Enterprise Premier Support for IL-4 customers is available from 9:00am-8:30pm Eastern Standard Time. QUOTE DATE: 05/11/2022 PAGE 2 of 2 QUOTE NO: 33848757 so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting October 25, 2022 DATE: October 18, 2022 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(a)-cctexas.com (361) 826-3851 Andrew Molly, Director of Water Utilities drewm(a-)cctexas.com (361) 826-1853 Heather Hurlbert, CPA, CGFO, Director of Finance & Procurement heatherh3(a)cctexas.com (361) 826-3227 Professional Services Contract Wesley Seale Dam Instrumentation Rehabilitation CAPTION: Motion authorizing a professional services contract with Freese and Nichols, Inc., Corpus Christi, Texas, to provide design, bid, and construction phase services for Wesley Seale Dam Instrumentation Rehabilitation in an amount not to exceed $358,005.32, with FY 2023 funding available from Water Capital Fund. SUMMARY: This motion authorizes approval of a professional services contract for design, bid, and construction phase services for the Wesley Seale Dam Instrumentation Testing and Rehabilitation Project. BACKGROUND AND FINDINGS: The Wesley Seale Dam is located on the Nueces River, four miles west of Mathis, Texas, at the intersection of Live Oak, San Patricio and Jim Wells countries which is about 32 miles northwest of the City of Corpus Christi. The dam is owned and operated by the City of Corpus Christi and impounds Lake Corpus Christi, which is used for municipal water supply and recreational purposes. At full capacity the lake stores approximately 256,338 acre-feet of water with a surface area of 19,251 acres at a lake level of 94 feet above sea level. The dam construction was completed on April 26, 1958, with earthen embankment sections, two concrete spillways and 60 crest gates with dam safety monitoring instrumentation.The crest gates are only used when excessive water needs to be released during flood events. This project was developed based on recommendations in a Preliminary Engineering Report (PER) prepared in February 2019. The report included a condition assessment of the dam safety monitoring instrumentation and recommended upgrades to the instrumentation system to ensure safe operation. This project will modernize the instrumentation systems to ensure continued safe operation of the Wesley Seale Dam system. The design scope includes developing bid documents and construction phase services for following work elements: • Cleaning and testing overall performance of 16 manually monitored piezometers • Clean 25 relief wells and relief well outfall pipes by water jetting • Replacing vibrating wire sensors in piezometers and extensometers • Replacing existing data-loggers with a modern system and providing wireless communications between instrumentation panels • Replacing the existing SCADA system with a new SCADA system that is compatible with the system used by the Citywide Utilities Department • Replacing the existing Access database with a custom database and dashboard accessible through the City's network • Installing permanent GPS monitoring stations and monitoring points with the Trimble GPS system PROJECT TIMELINE: October - November December - March April -October Design Bid/Award Construction Projected schedule reflects City Council award of design services in October 2022 with anticipated construction completion by October 2025. COMPETITIVE SOLICITATION PROCESS: Freese & Nichols, Inc. was selected for FY 2022 Professional Services for Capital Improvement Projects, under RFQ 3977. Wesley Seale Dam Instrumentation Rehabilitation was one of nine selections that were announced under the Utility Projects Category of the RFQ. Freese & Nichols, Inc. has been working on the Wesley Seale Dam which led to them being selected for this portion of the construction. The selection committee was comprised with representatives from the Utilities Department and Engineering Services. The final evaluation ranked Freese & Nichols, Inc. the highest and recommended the firm as most qualified based five factors: 1) experience of the firm, 2) experience of the key personnel with specific experience in major water supply dams and major flood retention structures as well as water and wastewater treatment, 3) project approach and management plan, 4) capacity to meet the project requirements and timelines, and 5) past performance. Freese & Nichols, Inc. has extensive experience with dams, reservoirs, levees, canals, and flood protection systems. Some of the previous projects that were completed by Freese and Nichols, Inc. at Wesley Seale Dam include dam stabilization repairs, crest gate rehabilitation, instrumentation system, sluice gate replacement, and outlet rehabilitation. ALTERNATIVES: Council could choose not to award the contract to Freese & Nichols, Inc. Not awarding the contract for professional services to Freese & Nichols, Inc., will delay necessary improvements and may affect the ability to satisfy the safety, operational, and regulatory requirements. FISCAL IMPACT: The fiscal impact to FY 2023 is an amount not to exceed $358,005.32 with funding available through the Water Capital Fund. Funding Detail: Fund: Water 2015 MRP2 (Fund 4095) Mission Elem: Water Treatment Raw (061) Project: Wesley Seale Dam Instrumentation Testing and Rehabilitation (Project No. 20258) Account: Outside Consultants (550950) Activity: 20258-A-4095-EXP Amount: $285,047.00 Fund: Water 2023 CIP (Fund 4486) Mission Elem: Water Treatment Raw (061) Project: Wesley Seale Dam Instrumentation Testing and Rehabilitation (Project No. 20258) Account: Outside Consultants (550950) Activity: 20258-A-4486-EXP Amount: $72,958.32 Total: $358,005.32 RECOMMENDATION: Staff recommends approval of the professional services contract with Freese & Nichols, Inc., in an amount not to exceed $358,005.32 for the Wesley Seale Dam Instrumentation Rehabilitation project. The design phase will begin in October 2022 with estimated design completion by November 2023. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Evaluation Matrix Proposal Presentation 20258 FY 2023 CIP Pages N SCALE: N.T.S. LAKE CORPUS CHRISTI STA �V V WESLEY SEAL DAM N . �^ s 359 : *µ, 3s5 AERIAL MAP PROJECT NUMBER: 20258 NOT TO SCALE WESLEY SEAL DAM INSTRUMENTATION CITY COUNCIL EXHIBIT TESTING REHAB CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES ; N SCALE: N.T.S. momQ PROJECT LOCATION Doyle Q d ortland NUECES RIVER VICINITY MAP NOT TO SCALE �a NUECES BAY 181 ILLS t RR( R W Z Z 0 o CORPUS CHRISTI SHIP c 8 LEOPARD O a i 44 @� 44 CORPUS CHRISTI Z -'�OK"� 286 INTER°�TIONALAJRP1= 358 N a N N ° 0 2°y� Sp�O °CSN TEXAS A&M UNIVERSITY PROJECT LOCATION 356 Z CORPUS CHRISTI CABANISS Z OSO BAY CORPUS C FIELD Q NAVAL AIR 665 43 FLOUR BLU Qo 358 286 z �4 Z J C 2444 Y R VPS yCI' k'H VICINITY MAP PROJECT NUMBER: 20258 Nq NOT TO SCALE E WESLEY SEALE DAM INSTRUMENTATION CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI,TEXAS REHABILITATION ; DEPARTMENT OF ENGINEERING SERVICES RFQ No.3977 Professional Engineering Services for Capital Improvement Projects FY2022 Wesley Seale Dam Instrumentation Testing Rehabilitation Proposal Evaluation Score CP&Y Freese and Nichols KCI Technologies Minimum Qualifications Pass/Fail Pass Pass Pass Licensing/Certification ®/ f No Material Lawsuits Past 5 Years No Material Regulatory Issues Past 5 Years V V References Provided for Firm V V Technical Proposal 100 78 100 58 Experience on projects of similar scope and complexity 10 8 10 5 Demonstrated capability&capacity on comparable projects 10 8 10 8 Past Performance 10 8 10 5 Team members with experience and qualifications 10 8 10 5 Team members experience with work of similar scope and complexity 10 8 10 5 Availability of resources to accomplish the work 10 8 10 5 Demonstrated understanding of the scope of services 20 15 20 10 Demonstrated understanding and experience with a public agency 1 20 1 15 1 20 1 15 Total 1 100 1 78 1 100 1 58 FREESE Innovative approaches Practical results WOMMICHOLS 800 N.Shoreline Blvd.,Suite 1600N• Corpus Christi,Texas 78401 • 361-561-6500• fax 361-561-6501• www.freese.com July 21,2022 Mr.Jeff Edmonds,P.E. Director of Engineering Services City of Corpus Christi P.O.Box 9277 Corpus Christi,Texas 78469-9277 Re: Proposal for Professional Engineering Services Final Design for Instrumentation Rehabilitation at Wesley Seale Dam Wesley Seale Dam Instrumentation Testing and Rehabilitation Project No.20258 Dear Mr.Edmonds: At the request ofyour staff,Freese and Nichols,Inc.(FNI)is pleased to submit this proposal for providing professional engineering services to the City of Corpus Christi to rehabilitate the dam safety monitoring instrumentation at Wesley E.Seale Dam(WSD).FNI completed a Preliminary Engineering Report(PER)in February 2019 that includes an evaluation of existing conditions and provides recommendations for bringing the dam safety monitoring instrumentation at WSD into proper operation.Option 2-Replacement as presented in the PER is the basis for this proposal.FNI will perform the following services to develop the final design of the instrumentation system rehabilitation. PROJECT UNDERSTANDING The project bid documents will address the following recommendations for upgrades and maintenance as included in the PER: 1. Clean and test for lag time and overall performance of sixteen(16)manually monitored piezometers. 2. Clean 25 relief wells and relief well outfall pipes by water jetting. 3. Replace all twenty-five(25)vibrating wire sensors in piezometers with a Geokon 6300 type sensor or equivalent.Add one barometer with vibrating wire technology to the system to allow for atmospheric pressure compensation as required.Route sensor leads to corresponding instrumentation panels for data collection and storage. 4. Replace all seventeen(17)vibrating wire sensors in the extensometers with a Geokon 4500 type sensor or equivalent.Include a thermistor to measure temperature. 5. Acquire a new Geokon inclinometer probe or equivalent to resume inclinometer data collection on a regular interval. 6. Replace the existing data-loggers with a modern system at four(4)instrumentation panels. 7. Re-wiring of replaced equipment by tracing the existing conduits.It is assumed that the existing conduits are in good condition and will allow for re-wiring. 8. Provide wireless communications between instrumentation panels. 9. Replace the existing SCADA system with a new SCADA system compatible with Citywide Utilities Dept.SCADA. 10. Replace the existing Access database with a custom database and dashboard accessible via the City's computer network and mobile devices. 11. Install permanent GPS monitoring stations and permanent monitoring points with the Trimble GPS system or equivalent. SCOPE OF SERVICES A. Project Management:Perform project management and quality control/quality assurance as necessary throughout the duration of the project.Tasks to be performed include: 1. Setup project and develop a detailed work plan and project schedule. 2. Conduct one internal and one external project kick-off meeting and recurring internal team meetings. 3. Project Management and controls,including preparing monthly reporting(PM and One Page Reports)for an assumed 12-months period. 4. Coordinate site visits and meetings with the City. 5. Oversee and document quality assurance(QA)and quality control(QC)program and project submittals. 6. Subcontractors and supplier coordination and management. B. Design Phase Services:Perform maintenance and design improvements to the WSD instrumentation system incoordination with the recommendations provided in the PER and further input from the City as part of this project development. 1. Retrieve archived AutoCAD drawings of the WSD Stabilization Project and update drawings to the current software version and to City standards. 2. Perform one(1) site visit to compare existing drawings and field conditions and begin developing schematic design,drawing set layout,and vendor consultation. 3. Perform two(2)site visits during instrument condition assessment and testing. 4. Coordinate one(1)meeting via conference call with Utilities Dept.IT staff to identify SCADA requirements compatible with the Wesley E.Seale Dam Operations Center SCADA and the O.N.Stevens WTP SCADA systems. 5. Design of Communication and SCADA system.FNI will work with its subcontractor,Automated Concepts,to develop an integrated communication and SCADA system. 6. Develop performance specs for the surveying system,including requirements for initial benchmarking and future monitoring requirements. 7. Collect limited topographic data(northing,easting,elevation)as verification for select instrumentation. 8. Develop 60%design submittal package.Submittals will be provided in Electronic form(PDF)and 2 hard copies. a. Deliverables: i. 60%Construction Drawings ii. 60%Opinion of Probable Construction Costs iii. Outline of Technical Specifications iv. Outline of Draft Design Basis Report b. Hold one(1)virtual review meeting with City staffto discuss deliverables and review comments on the 60%submittal. 9. Develop 90%design submittal package.Submittals will be provided in Electronic form(PDF)and two(2)hard copies. a. Address 90%design review comments from the City and further develop design documents. Final Design of WSD Instrumentation Testing and Rehabilitation , m Page 2 of 3 b. Deliverables: i. 90%Construction Drawings ii. 90%Front-end and Technical Specifications iii. 90%Opinion of Probable Construction Costs iv. Draft Design Basis Report c. Hold one(1)virtual review meeting with City staff to discuss issues and review the 90%submittal. d. Hold one(1)meeting with TCEQ Dam Safety for project review and document TCEQ comments/feedback 10.Develop Final Design and IFB submittal package.Submittals will be provided in Electronic form(PDF)and 2 hard copies. a. Address 90%design review comments from the City b. Deliverables: i. IFB Construction Drawings ii. IFB Specifications iii. IFB Opinion of Probable Construction Costs iv. Final Design Basis Report c. Submit IFB construction documents to TCEQ Dam Safety for review and approval. 11.Develop ainstrumentation guiding document for the City outlining the recommended cleaning,inspection,warning levels,and monitoring schedules for the upgraded system. C. Bid Phase Services:Provide assistance to the City during the bidding process. 1. Assist City in soliciting qualified contractors to bid on the project. 2. Participate in the pre-bid meeting. 3. Assist City in securing bids by responding to bidder's requests for information(RFI)during bid phase.Prepare addenda as necessary to address RFI's. 4. Compile the bid tab,review bids for responsiveness,and provide a bid award recommendation to the City. D. Construction Phase Services:Upon completion of contract negotiation between the City and selected contractor,proceed with the performance of general construction oversight during construction. 1. Attend the pre-construction meeting and provide an agenda and record and provide meeting minutes. 2. Provide general representation services during construction by assisting the City in submittal review.Key submittals to be reviewed include: i. Record data on specified instruments and equipment ii. Record data on measured data collected by a contractor iii. Record drawings on wiring diagraph iv. Shop drawing on instrumentation panel and associated hardware v. Shop drawings on database architecture and visual interface for data processing and viewing vi. Operation and Maintenance Manual 3. Attend up to eight(8)monthly construction progress meetings,provide an agenda,and record and provide meeting minutes. 4. Provide contractor oversight during jetting/cleaning tasks to assure the proper execution of the work to prevent damage to casings. 5. Participate in four(4)engineering site visits during construction to observe work progress.Prepare site visit reports documenting findings,photographs,and follow-up actions.Visits to the site in excess of the specified number are an additional service. 6. Conduct,with the City,one(1)substantial completion walk-through site visit to document conformance with the contract documents.Prepare a list of deficiencies to be corrected by the contractor before the recommendation of final payment. 7. Conduct one(1)final completion walk-through site visit. 8. Revise the construction drawings in accordance with the information furnished by the City and Contractor reflecting changes in the Project made during construction.Two(2)sets of prints of"Record Drawings"shall be provided by FNI to City. 9. Prepare a training presentation for City staffto include the following: i. Overview of the WSD Instrumentation ii. Purpose of Dam Safety Instrumentation iii. Data Collection from Instrumentation System iv. Data Processing and Database Update Process v. Data Evaluation and Analysis Process vi. One(1)Virtual Meeting to Present to the City Staff 10. Perform site visits only through coordination with Engineering Services staff. E. Warranty Phase:Upon final completion,proceed with monitoring support to track system performance and dam behavior. 10.Conduct instrumentation data assessments as part of two(2)site visits within the 1-yr warranty period and based on City provided data.As part of the site visit,extensometers will be read with a micrometer as part of data collection.Select instruments will be locally read at each panel using a vibrating wire readout unit and inclinometer probes as appropriate.Provide a brief memorandum summarizing findings. 11.Conduct with the City's representatives a 1-year inspection(one day visit)of the project to evaluate site conditions and dam performance as measured by instrumentation and noted from site observations.Provide memorandum summarizing findings from site observations and instrumentation data review over the 1-yr warranty period. ADDITIONAL SERVICES Services to be performed by FNI,if authorized by the Owner,which are not included in the above described services,will be considered an additional service. • Additional site visits to those listed under basic services • Rebidding • Additional monthly construction meetings • Additional Warranty Phase services • Development of Operations and Maintenance Manuals • SCADA consulting,troubleshooting,or recovery • Evaluation of data • Instrument reading • Instrumentation system training beyond what is listed under basic services TIME OF COMPLETION FNI is authorized to commence work on Services upon execution of an Agreement and receipt of a notice to proceed.The deliverables will be completed within the following schedule: Final Design of WSD Instrumentation Testing and Rehabilitation Page 3 of 3 Deliverable Completion 60%Submittal 24 weeks after receiving NTP 90%Submittal 12 weeks after receiving 60%Comments from the City IFB Submittal 8 weeks after receiving 90%Comments from the City Training Within 4 weeks of construction completion Presentation and Instrumentation Guiding Manual Within 4 weeks of receiving as-built drawings from Record Drawings contractor Site Visit Within one week from the site visit Memorandum Post Warranty Within 4 weeks from the site visit. Period Memorandum If FNI's services are delayed through no fault of FNI,FNI shall be entitled to equitable adjustment of compensation and FNI shall be entitled to adjust the contract schedule consistent with the number of days of delay. SERVICES PROVIDED BY THE CITY 1. Assist FNI by placing at FNI's disposal all available information pertinent to the Project,including previous reports,operation,and maintenance guides,development plans,as-builts and any other data relative to the Project. 2. Coordinate and arrange for FNI to access the dam site as required for FNI to perform services. 3. Provide input and comments on deliverables,as appropriate. 4. Provide a qualified construction inspection for the duration of the construction. DESIGNATED REPRESENTATIVES FNI and the County designate the following representatives: 1. FNI Project Manager: Gurkan Ozgurel 10431 Morado Circle,Building 5,Suite 300 Austin,TX 78759 (512)-402-8845 Burkan.ozgurelPfreese.com 2. City Representative: Ryan Hedrick 2101 Leopard Street Corpus Christi,TX 78401 (361)826-3592 ryanh4@cctexas.com 3. FNI Accounting Representative: Billy Metzger 10431 Morado Circle,Building 5,Suite 300 Austin,TX 78759 (512)617-3177 billy.metzgerPfreese.com COMPENSATION FNI proposes to furnish our services as described herein.The total lump-sum fee for the scope of services shall be$358,005.32 If FNI sees the Scope of Services changing so that additional services are needed,FNI will notify the City for approval before proceeding. Payment of the services shall be due and payable upon submission of a statement for services.Statements for services shall not be submitted more frequently than monthly. We appreciate the opportunity to submit this proposal.If additional information or clarification is desired,please do not hesitate to contact us. Sincerely, FREESE AND NICHOLS,INC. Ron Guzma ,P.E. Principal Corpus Chr s[i Engineering Wesley Seale Dam Instrumentation Rehabilitation Council Presentation October 25, 2022 4 Project Location .. C" pus Christi Engineering PROJECT LOCATION ✓� ✓� / N N �A �q TL LAKE CORPUS CHRISTI H �S c-.�w anrn j p� = WESLEY SEAL DAM PROJECT LOCATIONe Ham' y sonar 1 ? I I ry �_ PROJECT NUMBERS:18132A. PROJECT NUMBERS:18132A. �� LOCAi70N MAPS 20278 3651 AERIAL MAP 20278 opus CH r x r J yr,F��S�liy asz � ., �' � °• _ ten_ �.�� � w Project Scope Corpus Chr sCi Engineering The detailed project design and construction scope include: • Cleaning and testing overall performance of 16 manually monitored piezometers • Clean 25 relief wells and relief well outfall pipes by water jetting • Replacing vibrating wire sensors in piezometers and extensometers • Replacing existing data-loggers with a modern system and providing wire wireless communications between instrumentation panels • Replacing the existing SCADA system with a new SCADA system that is compatible with the system used by the Citywide Utilities Department • Replacing the existing Access database with a custom database and dashboard accessible through the City's network • Installing permanent GPS monitoring stations and monitoring points with the Trimble GPS system Project Schedule Carpus Chr sti Engineering 2022-2023 2023-2024 2024-2025 September-October November-January February-August Bid/Award Construction Projected schedule reflects City Council award of design services in October 2022 with anticipated construction completion by August 2025. Capital Improvement Plan 2023 thril 2025 City of Corpus Christi, Texas Project# 20258A Project Name Wesley Seale Dam Instrumentation Rehabilitation Type Improvement/Additions Department Water Department ' Useful Life 25 years Contact Director of Water Utilities Category Water Supply Priority 2 Critical-Asset Condition\longevity Status Active Description ` This project provides for improvements to original instrumentation system including integration with O.N.Stevens WTP process controls in response to previous inspection and priority investment recommendations into the system. This project will protect integrity of Wesley Seale Dam system(1957),to provide for proper inspection and updated regulatory reports per TCEQ and preserve a steady flow of dam stability data over time to better inform future maintenance and repair decisions. Justification This project will improve reliability,comply with state requirements for high hazard dam owners and reduce costs.This project is required by TCEQ. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 2,000,000 2,000,000 4,000,000 Inspection 100,000 150,000 250,000 Design 350,000 350,000 Eng,Admin Reimbursements 5,000 35,000 210,000 215,000 465,000 Total 5,000 365,000 2,310,000 2,365,000 5,065,000 Funding Sources Prior Years 2023 2024 2025 Total Revenue Bonds 5,000 385,000 2,310,000 2,365,000 5,065,000 Total 5,000 365,000 2,310,000 2,365,000 5,065,000 Budget Impact/Other There is no projected operational impact with this project at this time. Upon completion of this project additional maintenance costs will be budget to maintain these improvements.This project is required by TCEQ. 322 �vs cr �o v NOflPORPY ED xss2 AGENDA MEMORANDUM Action Item for the City Council Meeting of October 25, 2022 DATE: October 25, 2022 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services 6effreyea-cctexas.com (361) 826-3851 Wesley Nebgen, Director of Water System Infrastructure wesleyna-cctexas.com (361) 826-3111 Heather Hurlbert, CPA, CFGO, Director of Finance & Procurement heatherh3a-cctexas.corr (361) 826-3227 Construction Contract Award Broadway Wastewater Treatment Plant Demolition CAPTION: Resolution rejecting the bid of American Abatement, LLC as non-responsive and authorizing execution of a construction contract with Camacho Demolition, Corpus Christi, TX as the lowest responsive, responsible bidder in the amount of $3,052,008.30 for the Broadway Wastewater Treatment Plant Demolition project, located in City Council District 1, with FY 2023 funding available from the Wastewater Capital Fund. SUMMARY: This resolution rejects the apparent low bidder of American Abatement, LLC as non-responsive and approves a construction contract with Camacho Demolition as the lowest responsive, responsible bidder for the Broadway Wastewater Treatment Plant Demolition project. The project provides for the demolition and removal of all components, structures, piping, slabs, asphalt roadway, electrical, equipment, etc. for Broadway Wastewater Treatment Plant site to 3 feet below ground. BACKGROUND AND FINDINGS: The Old Broadway Wastewater Treatment Plant was originally constructed in the 1930's and occupies approximately 8 acres south of the new replacement wastewater treatment plant. In 2013, Phase 1 of the Broadway Wastewater Treatment Plant Replacement Project included the preparation and submittal of a decommissioning plan (Plan) to the Texas Commission on Environmental Quality (TCEQ). Upon TCEQ approval of the Plan, Phase 2, media removal and decommissioning of the trickling filers was performed. This demolition project will serve as the third and final phase of the Wastewater Facilities implementation plan and will remove all the existing facilities. This project includes the demolition of wastewater treatment plant buildings and structures including but not limited to buildings, concrete slabs, foundations, pump structures, trickling filters, clarifiers, digesters, bar screens, grit removal system, process equipment. It will also include the removal of plant piping, grout filling of plant piping, access road, and the disposal of demolition waste from the wastewater treatment plant site, asbestos removal, erosion control, earthwork, and seeding. PROJECT TIMELINE: 1 1 1 1 1 August - July August - October November - October Design Bid/ Award Construction Project schedule reflects City Council award in October 2022 with anticipated completion by October 2023. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Bids. On September 14, 2022, the city received bids from three bidders. The City analyzed the bids in accordance with the contract documents and determined that American Abatement, LLC submitted an unbalanced unit price bid because the unit price submitted for B5 Abandon & Grout Fill Pipe was significantly less than the cost of the same bid item submitted by other bidders on the project and significantly less than the engineer's opinion of probably cost. Camacho Demolition is the lowest responsive and responsible bidder. A summary of the bids is provided below: BID SUMMARY CONTRACTOR BASE BID American Abatement, LLC Non-responsive Camacho Demolition, LLC $3,052,008.30 J.R. Ramon & Sons, Inc. $3,570,233.24 Engineer's Opinion of Probable Construction Cost $5,212,284.00 Camacho Demolition, LLC has successfully completed numerous demolition projects. ALTERNATIVES: Council could choose not to award the construction contract to Camacho Demolition, LLC. This would delay the demolition of the old Broadway Wastewater Treatment Plant and delay future Broadway WWTP projects. FISCAL IMPACT: The fiscal impact for the FY 2023 is an amount of$3,052,008.30 with funding available from the Wastewater Capital Fund. FUNDING DETAIL: Fund: WW 2023 CIP (Fund 4259) Mission Elem: Wastewater Treatment (064) Project: Broadway Wastewater Treatment Plant Demolition (Project No. E12159) Account: Demolition / Clean-up Service (530220) Activity: E12159-01-4259-EXP Amount: $3,052,008.30 RECOMMENDATION: Staff recommends awarding the construction contract for the Broadway Wastewater Treatment Plant Demolition project to Camacho Demolition, LLC, in the amount of $3,052,008.30. The construction duration is planned for 11 months from issuance of the Notice to Proceed to begin construction in November 2022. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Map Bid Tab CIP Page Power Point Presentation Page 1 of 2 Resolution rejecting the bid of American Abatement, LLC as non- responsive and authorizing execution of a construction contract with Camacho Demolition, LLC Corpus Christi, TX as the lowest responsive, responsible bidder in the amount of $3,052,008.30 for the Broadway Wastewater Treatment Plant Demolition project, located in City Council District 1, with FY 2023 funding available from the Wastewater Capital Fund. WHEREAS, bids were opened on September 14, 2022, for the Broadway Wastewater Treatment Plant Demolition project ("Project"); and WHEREAS, the City reviewed all bids and evaluated the unit price items for reasonable conformance with the engineer's Opinion of Probable Cost; WHEREAS, the City has determined that the bid submitted by American Abatement is an unbalanced bid; WHEREAS, American Abatement bid $1 .20 per linear foot for Bid Item B5 Abandon & Grout Fill Pipe compared to the engineer's OPC of $61.00 and the next lowest bid of $81 .60 per linear foot; WHEREAS, American Abatement's unbalanced bid creates a reasonable doubt that the apparent low bid will actually result in the lowest cost to the City; WHEREAS, per section 3.8 of the bid documents, the Procurement Officer recommends rejecting the bid as non-responsive due to this irregularity. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The apparent low bid submitted by American Abatement, LLC is rejected as non-responsive. SECTION 2. The City Manager or designee is authorized to execute a construction contract with Camacho Demolition, LLC of Corpus Christi, Texas as the lowest responsive, responsible bidder in the amount of $3,052,008.30 for the Broadway Wastewater Treatment Plant Demolition project. PASSED AND APPROVED on the day of , 2022: Paulette Guajardo Roland Barrera Gil Hernandez Page 2 of 2 Michael Hunter Billy Lerma John Martinez Ben Molina Mike Pusley Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor a r PROJECT LOCATION N SCALE: N.T.S. `} 'irI ,5'kr• r5 ,w °�- ,mom i u - �� � � r - r r PwJ 'b VL • , e r. w rr 4" , r .411116 w Lt . mm Wo x AMEL • �, AERIAL MAP NOT TO SCALE PROJECT NUMBER: E12159 BROADWAY WASTEWATER CITY COUNCIL EXHIBIT TREATMENT PLANT DEMOLITION CITY CORPUS CHRISTI,TEXAS DEPARTMENT T OF ENGINEERING SERVICES -00: ; «� t -:27� PROJECT LOCATION N SCALE: N.T.S. ri J" PROJECT LOCATION LOCATION MAP NOT TO SCALE NUECES BAY "<oM c oRR�R z o CORPUS CHRISTI SHIP C � mop LEOPARD O a i as s CORPUS CHRISTI O �Wi 286 INTERNATIO 16 v 00 z `p; C`gti N N 9 N O par �O� q TEXAS A&M UNIVERSITY S'OkY CORPUS CHRISTI 358 CABANISS „� Z OSO BAY CORPUS CHRISTI FIELD Q NAVAL AIR STATION as O o° FLOUR BLUFF e r 358 286 ] � _(♦ a�44 4 � 4 Q- 2aa4 Rio VP ars 0 VICINITY MAP NOT TO SCALE PROJECT NUMBER: E12159 BROADWAY WASTEWATER CITY COUNCIL EXHIBIT �y CITY EN CORPUS CHRISTI,TEXAS TREATMENT PLANT DEMOLITION DEPARTMENT OF ENGINEERING SERVICES RFB 4317 Broadway Wastewater Treatment Plant Demolition,E12159 ID: RFB 4317 Item Description Unit Quantity American Abat(Total Camacho Dem Total J.R.Ramon& . . Al Mobilization LS 1 $78,995.00 $78,995.00 $134,233.30 $134,233.30 $170,474.82 $170,474.82 A2 Bonds and AL 1 $105,327.00 $105,327.00 $56,848.00 $56,848.00 $66,852.87 $66,852.87 A3 SWPPP-Silt LF 2,130 $4.72 $10,053.60 $4.70 $10,011.00 $3.85 $8,200.50 A4 SWPPP- EA 1 $6,500.00 $6,500.00 $3,500.00 $3,500.00 $2,300.00 $2,300.00 A5 Construction LF 1,600 $4.55 $7,280.00 $6.25 $10,000.00 $6.02 $9,632.00 Sub Totals $208,155.60 $214,592.30 $257,460.19 B1 Demolish Cy 31,250 $13.08 $408,750.00 $16.00 $500,000.00 $27.87 $870,937.50 B2 Building Cy 11,110 $11.63 $129,209.30 $29.00 $322,190.00 $36.35 $403,848.50 B3 Clarifer/Basin Cy 17,810 $15.95 $284,069.50 $14.60 $260,026.00 $16.88 $300,632.80 B4 Abandon& EA 15 $3,206.00 $48,090.00 $5,160.00 $77,400.00 $8,266.67 $124,000.05 B5 Abandon& LF 7,500 $1.20 $9,000.00 $81.60 $612,000.00 $81.49 $611,175.00 B6 Remove and LF 2,500 $8.90 $22,250.00 $5.00 $12,500.00 $24.47 $61,175.00 B7 Sidewalk Sy 1,200 $38.16 $45,792.00 $26.60 $31,920.00 $8.60 $10,320.00 B8 Asphalt Sy 3,600 $16.11 $57,996.00 $13.15 $47,340.00 $2.48 $8,928.00 B9 Backfill Cy 35,780 $34.20 $1,223,676.00 $18.00 $644,040.00 $21.29 $761,756.20 B10 Hazardous LS 1 $120,000.00 $120,000.00 $180,000.00 $180,000.00 $10,000.00 $10,000.00 Sub Totals $2,348,832.80 $2,687,416.00 $3,162,773.05 C1 Allowance for AL 1 $150,000.00 $150,000.00 $150,000.00 $150,000.00 $150,000.00 $150,000.00 Sub Totals $150,000.00 $150,000.00 $150,000.00 Grand Total $2,706,988.40 $3,052,008.30 $3,570,233.24 Capital Improvement Plan 2023 thr" 2025 City of Corpus Christi, Texas Project# E12159 Project Name Old Broadway Wastewater Plant Decommission Type Unassigned Department Wastewater Useful Life Contact Director of Water Utilities Category Wastewater Priority n/a Status Active Description With construction of new wastewater treatment plant processes complete,the old Broadway WWTP will be decommissioned and taken out of service in compliance with Texas Commission on Environmental Quality requirements. Prior work included media removal and decommissioning of trickling filters. This project includes demolition of remaining facility,site grading and aesthetic improvements. Justification This project is needed to meet operational and regulatory requirements. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 1,000,900 4,560,000 1,500,000 7,060,900 Inspection 160,000 160,000 Design 600,303 600,303 Contingency 350,000 350,000 Eng,Admin Reimbursements 436,014 280,000 200,000 916,014 Total 2,037,217 5,350,000 1,700,000 9,087,217 Funding Sources Prior Years 2023 2024 2025 Total Revenue Bonds 2,037,217 5,350,000 1,700,000 9,087,217 Tom 2,037,217 5,350,000 1,700,000 9,087,217 Budget Impact/Other 71 There are no operational costs associated with demolition,but once old wastewater treatment plant site has been demolished and cleared it will be available for economic purposes. 287 Corpus Chr s[i Engineering Broadway Wastewater Treatment Plant Demolition Council Presentation October 18, 2022 \Aa-" Project Location +� Corpus Chr s[i I� Engineering 9 9 KALE VS.S coeaus ceaisn hhhLLL--- L R e if J II PROJECT LOCATION PROJECT LOCATION w aAr / osa ear �A o„ 1 � 2 Project Scope Corpus Chr sti Engineering A brief summary of proposed improvements is as follows: • Demolition of wastewater treatment plant buildings and structures including but not limited to buildings, concert slabs, foundations, pump structures, trickling filters, clarifiers, digesters, bar screens, grit removal system, process equipment. • Removal of plant piping, grout filling of plant piping, access road, and disposal of demolition waste from wastewater treatment plant site, asbestos removal, erosion control, earthwork, and seeding. Project Schedule Corpus chr sti �I Engineering 9 9 •21 - 2022 2022 • • August - July A I S 1 O November - October Design Bid/ Construction Award Projected Schedule reflects City Council award in October 2022 with anticipated completion in October 2023. so �o � o� NOgp00.Pt E0 1852 AGENDA MEMORANDUM Action Item for the City Council Meeting of October 25, 2022 DATE: September 29, 2022 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO, Director of Finance & Procurement heatherh3(a)cctexas.com (361) 826-3227 Approval of 2022 Tax Levy CAPTION: Motion approving the 2022 Property Tax Levy of $163,012,950.99 based on the adopted property tax rate of $0.620261 per $100 valuation, in accordance with Section 26.09(e) of the Texas Tax Code. SUMMARY: Approval of the certified tax levy by the governing body is required by the Texas Tax Code and is the last step in complying with the "Truth-in-Taxation" guidelines as it relates to the adoption of a property tax rate and the assessment of property taxes. BACKGROUND AND FINDINGS: The Texas Tax Code establishes rules for approval of the property tax levy. Section 26.09(e) of the Code requires the tax assessor to submit the unit's tax levy to the governing body for approval. The tax levy is the amount of current property taxes to be collected for the fiscal year (FY), which is derived by applying the adopted property tax rate to the certified appraisal roll. The property tax levy for 2022 that is based upon a property tax rate of $0.620261 per $100 valuation and a taxable value of $27,428,723,365 is as follows: Tax Levy Component $109,526,183.84 Supporting the City's maintenance and operations ($0.399312) 60,603,489.99 Supporting the City's debt service ($0.220949) $170,129,673.83 180,860.46 Add: Net Late Rendition Penalty — Personal Property Accounts (7,288,699.21) Less: Over-65/Disabled Homestead Frozen Levy Loss (9,043.02) Less: 5% of Late Rendition Penalty to the Appraisal District 158.93 Plus: Late Ag Penalty $163,012,950.99 2022 Ad Valorem Tax Levy Additional revenue for a late rendition penalty on personal property accounts is considered in the computation of the tax levy. The Chief Appraiser may impose a penalty on a person who fails to timely file the required rendition statement or property report on all tangible personal property used for production of income that the person owns or manages and controls as a fiduciary. The tax assessor shall then add the amount of the penalty to the amount of tax imposed on the property and include that amount on the individual's tax bill. Another penalty assessed by the Chief Appraiser is the late agricultural penalty. This penalty is assessed for a late rendition on land that is designated as agricultural use. Additionally, the over-65/disabled homestead tax freeze is an important factor in the computation of the tax levy. The FY 2022-2023 tax levy loss of $7,288,699.21 is 13.46% greater than the prior year. Property tax revenue budgeted in the FY 2022-2023 budget is based on net appraised property values reported by the Nueces County Appraisal District (NCAD) for properties in the city limits of three counties: Nueces, San Patricio, and Kleberg. The certified values that the City of Corpus Christi received in July 2022 from NCAD totaled $27,251 ,513,262 and were made up of 100% of the values of the properties not under protest and 85% of the values of the properties under protest. The total taxable values certified by the Nueces County Tax Office of $27,428,723,365, however, include 100% of the values of the properties not under protest and 100% (versus 85%) of the properties under protest. This accounts for an increase of$177,210,103 in assessed values certified by the Nueces County Tax Office. The FY 2022-2023 operating budget adopted by the City Council on September 6, 2022, included total property tax revenue of $156,764,152 budgeted in the following funds: General Fund, Debt Service Fund, Reinvestment Zone No. 2, Reinvestment Zone No. 3, Reinvestment Zone No. 4, and Reinvestment Zone No. 5. When comparing budgeted property tax revenue with the certified ad valorem tax levy of $163,012,950.99, the collection rate certified for the year must be considered. The collection rate certified by the Nueces County Tax Office for FY 2022-2023 is 100%, but a more conservative collection rate of 97.5% was used in the calculation of property tax revenue in the City's operating budget. By applying a 97.5% collection rate to the certified levy, the resulting net levy is calculated to be $158,759,709.15—which is $1 ,995,557.15 more than the total ad valorem tax revenue adopted in the FY 2022-2023 budget. This variance is due to the fact that the budgeted property tax revenue for each of the reinvestment zones was approved by the respective boards prior to the final certified values being received in July 2022. The final certified values were higher than the preliminary values included in the proposed budget. The variance, however, is slightly above one percent, and so no budgetary adjustments are being recommended. ALTERNATIVES: Not applicable FISCAL IMPACT: The fiscal impact of this motion will generate total property tax revenue of $87,923,837 for the General Fund; $53,709,918 for the Debt Service Fund; $9,788,021 for the Residential Streets Reconstruction Fund; $3,884,967 for Tax Increment Reinvestment Zone No. 2; $1 ,253,905 for Tax Increment Reinvestment Zone No. 3; $201,704 for Tax Increment Reinvestment Zone No. 4; and $1 ,800 for Tax Increment Reinvestment Zone No. 5. FUNDING DETAIL (REVENUE): Fund: 1020 General Fund Organization/Activity: 11020 General Government Revenue Mission Element: 888 Revenue Project # (CIP Only): N/A Account: 300010 Ad valorem taxes - Current Amount: $87,923,837 (net) ------------------------------------------------------------------------------------------------------------------ Fund: 2010 Debt Service Fund Organization/Activity: 11020 General Government Revenue Mission Element: 888 Revenue Project # (CIP Only): N/A Account: 300010 Ad valorem taxes - Current Amount: $53,709,918 ------------------------------------------------------------------------------------------------------------------- Fund: 1042 Residential Street Reconstruction Fund Organization/Activity: 12440 Residential Street Reconstruction Mission Element: 888 Revenue Project # (CIP Only): N/A Account: 352000 Transfer from General Fund Property Tax Amount: $9,788,021 --------------------------------------------------------------------------------------------------------------------- Fund: 1111 Reinvestment Zone No. 2 Fund Organization/Activity: 11020 General Government Revenue Mission Element: 888 Revenue Project # (CIP Only): N/A Account: 300020 RIVZ current taxes - City Amount: $3,884,967 --------------------------------------------------------------------------------------------------------------------- Fund: 1112 Reinvestment Zone No. 3 Fund Organization/Activity: 11020 General Government Revenue Mission Element: 888 Revenue Project # (CIP Only): N/A Account: 300020 RIVZ current taxes - City Amount: $1,253,905 ------------------------------------------------------------------------------------------------------------------------------------------------------------ Fund: 1114 Reinvestment Zone No. 4 Fund Organization/Activity: 11020 General Government Revenue Mission Element: 888 Revenue Project # (CIP Only): N/A Account: 300020 RIVZ current taxes - City Amount: $201,704 --------------------------------------------------------------------------------------------------------------------- Fund: 1115 Reinvestment Zone No. 5 Fund Organization/Activity: 11020 General Government Revenue Mission Element: 888 Revenue Project # (CIP Only): N/A Account: 300020 RIVZ current taxes - City Amount: $1,800 RECOMMENDATION: Staff recommends approval of the Tax Year 2022 Property Tax Levy of$163,012,950.99 based on the adopted property tax rate of $0.620261 per $100 valuation. LIST OF SUPPORTING DOCUMENTS: Tax Levy for the Tax Year 2022 C13 PSE O F TF��cP Nueces County Courthouse °�, u Administration 901 Leopard, Suite 301 QTY OF NJ� (361) 888-0307 Corpus Christi, TX 78401 (361) 888-0308 Kevin Kieschnick Assessor and Collector of Taxes CERTIFICATION OF TAX LEVY FOR THE TAX YEAR 2022 CITY OF CORPUS CHRISTI Total Appraised Value @ 100%of Market Value $ 36,593,918,305 Less: Partial Exemptions Ag-Use account value loss and abatements $ 9,165,194,940 Total Net Appraised Value $27,428,723,365 Assessment Ratio 100% Tntal Taxable Value $27,428,723,365 2022 Adopted Tax Rate .620261 /$100 2022 Ad Valorem Tax Levy $ 170,129,673.83 Less: Over-65/Disabled Homestead Frozen Levy Loss $ 7,288,699.21 Plus: Late Rendition Penalty-Personal Property Accounts $ 180,860.46 Less:5%of Late Rendition Penalty to the Appraisal District $ 9,043.02 Plus: Late Ag Penalty $ 158.93 2022 Total Ad Valorem Tax Levy $ 163,012,950.99 Submission of the Tax Levy for 2022 for approval by the Corpus Christi City Council in accordance with Section 26.09(e) of the Texas Property Tax Code. Kevin Ki Nueces County Tax Assessor-Collector SWORN AND SUBSCRIBED TO before me at Corpus Christi,Texas this 27th day of September,A.D., 2022. JANIE ZAM©RA :Notary Public,State of Texas t;Tz Comm.Expires 07-15-2025 Notary ID 126423110 of Publi , State f Texas THE STATE OF TEXAS COUNTY OF NUECES The Tax Levy is hereby approved by the City of Corpus Christi City Council on this day of A.D.,2022 Mayor, City of Corpus Chrsiti ATTEST: City Secretary, City of Corpus Christi For information contact. Motor ti'ehicle Property Tax Voter Registration voice (361)888-0459 (361)888-0230 (361)888-0404 fax (361)888-0482 (361)888-0218 (361)888-0339 SC �o a� �h NCORPOR 1'0 AGENDA MEMORANDUM zss2 Action Item for the City Council October 25, 2022 DATE: October 25, 2022 TO: Peter Zanoni, City Manager FROM: Albert J. Raymond III, Director Development Services Al Raymond(a)cctexas.com 361-826-3276 Outside city limits water contract for Gemini Acres Unit 1, with MPM Development, LP CAPTION: Resolution authorizing outside city limits water contract with MPM Development, LP to provide public water to Gemini Acres Unit 1. (Developer will work to achieve voluntary annexation for all future Units of Gemini Acres.) SUMMARY: City Council authorizes the City Manager or designee to enter an outside city limits water contract with MPM Development, LP, the property owner of Gemini Acres Unit 1 a 73.897 Acre Portion, more or less, of Section 2, Laureles Farm Tracts, a map of which is recorded in Volume 3, Page 15, Map Records, Nueces County, TX to provide public water for a proposed subdivision located outside the city limits. The MPM development is not contiguous, and they have already sold the majority of the lots in the area; therefore, annexation is not an option. Additionally, MPM Development, LP tried to purchase the surrounding property, but was unsuccessful. BACKGROUND AND FINDINGS: MPM Development, LP is requesting city water service via an OCL water contract for a proposed subdivision named Gemini Acres Unit 1 which will include a total of 81 lots and is situated on 73.897 acres of land. No more than one single family dwelling allowed per lot. Gemini Acres is a subdivision that will be built in eight phases with Unit 1 being the first of many units to be built over the next few years. The receiving water for the storm water runoff from this property is the Oso Creek. Subdivision developer shall provide water service to all lots, septic systems to all lots of which shall be approved by the city/county health department. Water system will follow current City of Corpus Christi codes, standards, and infrastructure design manual. This case was removed from the agenda on July 26, 2022 to assess the possibility of annexation of the property. TxDOT is unwilling to consent for annexation of FM 43, since TxDOT does not support or oppose annexation of its roadways. Additionally, the adjacent property owners are not interested in annexation. Furthermore, several properties have been committed to different buyers making a petition for voluntary annexation problematic. The plat of Gemini Acres Unit 1 was approved by Planning Commission on March 17, 2021 and recorded by Development Services on June 17, 2022. ALTERNATIVES: Deny the request because the property is outside city limits. This action would require the applicant to install a water well and treatment system to ensure the water is potable for all residential properties. FINANCIAL IMPACT: If approved, the city will collect fees associated with residential water service as well as building permit and inspection fees associated with Gemini Acres Unit 1. FUNDING DETAIL: Fund: N/A Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Staff recommends City Council authorize an outside city limits water contract with MPM Development, LP for Gemini Acres Unit 1 subdivision. LIST OF SUPPORTING DOCUMENTS: Resolution OCL Water Contract (with Exhibits) Presentation Resolution authorizing outside city limits water contract with MPM Development, LP to provide public water to Gemini Acres Unit 1. (Developer will work to achieve voluntary annexation for all future Units of Gemini Acres.) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council authorizes the City Manager or designee to enter an outside city limits water contract with MPM Development, LP property the owner of Gemini Acres Unit 1 a 73.897 Acre Portion, more or less, of Section 2, Laureles Farm Tracts, a map of which is recorded in Volume 3, Page 15, Map Records, Nueces County, TX to provide public water to their respective property located outside the city limits pursuant to Chapter 55, Article VIII of the City Code of Ordinances. PASSED AND APPROVED on the day of 2022: Paulette Guajardo Roland Barrera Gil Hernandez Michael Hunter Billy Lerma John Martinez Ben Molina Mike Pusley Greg Smith ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor WATER SERVICE CONTRACT FOR PROPERTY SITUATED PARTLY OR WHOLLY BEYOND CITY LIMITS Whereas, contracts for water service outside the city limits which include a new water connection must receive approval by the city council before the contract for such service can become effective pursuant to Corpus Christi Code 55-113. This Water Service Contract ("Agreement") is entered into between MPM Development, LP (referred to in this Agreement as Owner), whose address is P O Box 331308,Frost Bank (referred to in this Agreement as Lienholder) whose address is 501 North Shoreline, Corpus Christi, TX 78401 and the City of Corpus Christi, Texas ("City"), a home rule city of more than 300,000 population, municipal corporation, and body politic under the laws of the State of Texas whose address is 1201 Leopard Street, Corpus Christi, Texas 78401, County of Nueces, State of Texas, for good and valuable consideration in hand received by the parties respectively and upon the covenants and conditions hereafter stated: Section 1. Ownership of Property to Receive Water Owner is an owner in fee simple and of all existing rights, titles, and interests therein of all the following described property (referred to in this Agreement as "Property") located in Nueces County, Texas, which is situated partly or wholly beyond the corporate limits of the City of Corpus Christi, and is generally delineated on the map attached to this contract and marked "Exhibit A" and being more particularly described as follows, to-wit: Lots One (1), Two (2), Three (3), Four(4), Five (5), Six (6), Seven (7), Eight(8), Nine (9), Ten (10), Eleven (11), Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), Block One (1), Gemini Acres Unit 1. Lots One (1), Two (2), Three (3), Four(4), Five (5), Six(6), Seven (7), Eight(8), Nine (9), Ten(10), Eleven (11),Twelve(12),Thirteen(13), Fourteen(14), Fifteen (15), Sixteen(16), Seventeen (17), Eighteen (18), Nineteen(19),Twenty(20), Twenty One(21),Twenty Two (22),Block Two (2), Gemini Acres Unit 1. Lots One (1), Two (2), Three (3), Four(4), Five (5), Six(6), Seven (7), Eight(8), Nine (9), Block Three (3), Gemini Acres Unit 1. Lots One (1), Two (2), Three (3), Four(4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11), Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), Block Four (4), Gemini Acres Unit 1. Lots One (1), Two (2), Three (3), Four(4), Five (5), Six(6), Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11), Twelve (12), Thirteen (13), Fourteen (14), Block Five (5), Gemini Acres Unit 1. Lots One(1), Two (2), Three (3), Block Six (6), Gemini Acres Unit 1. Section 2. New Construction The Owner agrees to construct all improvements on such Property under all City codes and regulations and obtain all City technical construction permits as though the Property was inside the City. Owner consents to inspections of all of such construction by duly authorized inspectors or representatives of City departments charged with enforcement of the codes and regulations. Standard Form Agreement 6/16/2022 BB Page 1 of The Owner agrees that, as to any improvements, the applicable codes and regulations are those codes and regulations that are in effect at the time of commencement of the improvements. Section 3. Provision of Water The City agrees to deliver City water to such Property or waterlines on the Property under rules and regulations promulgated and authorized by the Code of Ordinances, City of Corpus Christi. Section 4. Rules for Delivery of Water All connections to the City water system are subject to the same rules and regulations regarding standards of delivery of water service as consumers within the City limits including installation and disconnections for failure to pay charges. Additionally, the Owner must pay the applicable water service rates and application fees established in the Code of Ordinances, City of Corpus Christi. Section 5. Backflow Devices Upon a determination by City staff that a backfiow device is required by State law, City Ordinance, or for the general safety of the public water system, a backflow device must be installed and maintained at the Owner's expense. Section 6. Covenant Running with The Land It is agreed by and between the parties hereto that all of the above conditions shall be binding upon the successors and assigns of the said Owner and constitutes a covenant running with the land. Section 7. Termination This contract is terminable at will by the City Manager or designee upon failure to comply with any of the conditions of the Agreement. Section 8. Consent by Lienholder(s) Lienholder(s) is the current holder of a beneficial interest in the Property. Lienholder(s) hereby consents and agrees to the above terms and covenant running with the land, and foreclosure of the lien(s) shall not extinguish the covenant running with the land. Section 9. Execution This Agreement is executed in one original document. Accordingly, this Agreement becomes effective and is binding upon and inures to the benefit of the City and Owner and their successors and assigns from and after the date all signatories have executed the Agreement. Remainder of page intentionally!eft blank; signature page to follow. Standard Form Agreement 6/16/2022 BB Page 2 of 4 EXECUTED IN ONE ORIGINAL OWNS MPM Development, LP oses Mostaghasi, Owner STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on this the 99 day of �1 20y Moses Mostaghasi, Owner on behalf of MPM Development, LP. �� Y CYNTHIA BUENO l i Ib# 1178588-3 °>;�.�r i�ciary P�bfic s, :�; STATE OF " Notary Public, State of Texas Ep;'-� ,- � TEXAS Niy COMM. Exp. 1,-04-2023 LIENHOLDER: Frost Bank jzw ��4 Tr4 Be el, Vice President STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on this the 6A day o0jjA-u� 20_2,-by Troy Bethel, Vice President on behalf of Frost Bank CYNTHIA BUENO > Notary Public, State of Texas ECJ# 1178588-3 Notary Public •' ` F': STATE OF-EXA3 •;Sri--�...� , w.y Ccmm- Exp. 11-04-2023 Standard Form Agreement 6/16/2022 BB Page 3 of 4 City of Corpus Christi: ATTEST: By: By: Rebecca Huerta Albert J. Raymond III, City Secretary Director of Development Services STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on this day of , 20_, by Rebecca Huerta, City Secretary, of the City of Corpus Christi, a Texas home-rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on this day of , 20 , by Albert J. Raymond III, Director of Development Services Department, of the City of Corpus Christi, a Texas home-rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas APPROVED AS TO FORM: Buck Brice Assistant City Attorney for the City Attorney Standard Form Agreement 6/16/2022 BB Page 4 of 4 CR=26 Y M U Lu— LL W Q W GC emini Acres AITLY-N-- v LO Unit 1 LL z a a EMA3 3 w J 0 J Fx qE� T U V CR-22 0 5001,000 2,000 N Feet Exhibit "A" �' �` ° --CR 26 CR 26U- lkn Water Contract Location Map r� Site FM 43 FM 43. City Limits x LIg Subject Property LO M o V L, CR 22 C) U o LO d' d' C) C) Date Created:6/27/2022 Department of Development Services Projected Coordinate System:NAD_1983_StatePlane Texas_South_FIPS_4205_Feet Projection:Lambert Conformal_Conic CR=26 Y M U Lu— LL W Q W GC emini Acres AITLY-N-- v LO Unit 1 LL z a a EMA3 3 w J 0 J Fx qE� T U V CR-22 0 5001,000 2,000 N Feet Exhibit "A" �' �` ° --CR 26 CR 26U- lkn Water Contract Location Map r� Site FM 43 FM 43. City Limits x LIg Subject Property LO M o V L, CR 22 C) U o LO d' d' C) C) Date Created:6/27/2022 Department of Development Services Projected Coordinate System:NAD_1983_StatePlane Texas_South_FIPS_4205_Feet Projection:Lambert Conformal_Conic OUTSIDE CITY LIMITS WATER CONTRACT SERVICE AGREEMENT Gemini Acres Unit 1 by MPM Development, LP City Council Presentation October 25, 2022 VICINITY MAP nse-o¢ pq _u, w o5r_ua i Yellow Arrow N indicates 4 C w London School f� District on FM a 43 U � 5v d Gemini Acres Unit 1 6PlG 8 WC Plat Of Gemini Acres Unit 1 T- oII Tme v, It - --------- ij�1 , . �j < 'C PLAT OF GEMINI ACRES UNIT I pill NUECES CO., TX It N.11�1 NI AERIAL MAP The grey w boundary line indicates the Cit G Y }- Gemini C n cres Limit boundary � Unit 1 sY N Blue Dotted Line= w -,existing 8" water t line that runs to CR 61 er 51 the developer � p El of will tap into CR 12 I Exhibit "A" i e Water Contract Location Map �U r7 City Limits Subject Property STAFF RECOMMENDATION Approval This request is in compliance with the City Code of Ordinances Sections 55-110 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding(herein after referred to as"MOU") is entered into by and between the City of Corpus Christi, a Texas home rule municipal corporation(herein after referred to as "CITY"), and MPM Development LP, a Texas limited partnership, (herein after referred to as ``DEVELOPER"). WHEREAS,the Gemini AcresSubdivision, Unit I is currently under development by the Developer; WHEREAS,the Developer ownsthe undeveloped property, being LAURELES FARM TRACTS W/2 SEC 2, 239.007 ACS, to be developed as future units of Gemini Acres Subdivision; and WHEREAS,the City desires those future units of Gemini AcresSubdivision be annexed into the City before development; NOW, THEREFORE, it is hereby agreed by and between the CITY and the DEVELOPER as follows: SECTION 1 PURPOSE The purpose of this MOU is to outline the expectations of the parties. The following MOU reflects our understanding of the matters described but is not legally binding and does not impose an enforceable obligation on either party. SECTION 2 EXPECTATION OF DE V),I,OPE R a) Work with surrounding property owners and Nueces County to obtain contiguity to City from future Gemini Acres Subdivision Units. b)Petition for annexation before developing future units of Gemini Acres Subdivision. SECTION 3 EXPECTATION OF CITY a) Annex future units of Gemini Acres Subdivision upon (1) Gemini AcresSubdivision Units becoming contiguous to City and(2) request for annexation from Developer. b) Provide all City services to annexed Gemini Acres Subdivision Units, not limited to city water, city sewer,trash collection, fire,police, and safety services, and road maintenance at no additional cost to the neighborhood residents. Acceptance of streets and all drainage and utility services into the City. SECTION 4 TERM Developer and City expect future units of Gemini Acresto be annexed and built out within the next ten years. SECTION 5 CONTACTS &NOTICES All Notices required under this MOU must besent to the attention of the contact person addressed as follows: CITY: City Manager City of Corpus Christi 1201 Leopard Street P. O. Box 9277 Corpus Christi,Texas 78469-9277 Page 1 of 2 Developer: MPM DEVELOPMENT LP 426 S. Staples Corpus Christi, TX 78401 IN WITNESS,the parties have entered into this MOU as of the last written date below. MPM Development LP: 9, 1- 2Z. Moses Mostaghasi, General Parnter Date CITY OF CORPUS CHRISTI: Peter Zanoni, City Manager Date City of Corpus Christi APPROVED AS TO LEGAI. FORM: P,24,-t4 9-1-22 Buck Brice Date Senior Assistant City Attorney For City Attorney Page 2 of 2 SC G� O1k F AGENDA MEMORANDUM NggpqRpY' Public Hearing and First Reading for the City Council Meeting of October 25, 2022 xss2 Second Reading for the City Council Meeting of November 1, 2022 DATE: October 25, 2022 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 Rezoning for Property at or near 7017 Ayers Street. CAPTION: Case No 0922-01 Ryan Thurman (District 3): Ordinance rezoning property at or near 7017 Ayers Street from the "FR" Farm Rural District to the "IL" Light Industrial District; Providing for a penalty not to exceed $2,000 and publication. PURPOSE: The purpose of this request is to allow for a boat repair facility that will operate between the hours of 8:00 AM and 5:00 PM with a total of 8 employees, accompanied by a marine construction services office. BACKGROUND AND FINDINGS: The subject property is 1 .592 acres in size. To the north, the adjacent property is zoned "RS-6" Single-Family 6 District. To the east and west, the properties are zoned "FR" Farm Rural District. There is no property south of the site. Ayers Street merges with Crosstown Expressway (TX-286 N) south of the site; and immediately north is the city's limit. The property is surrounded by Public/Semi-Public uses. As detailed in the attached report, the applicant is seeking a rezoning to allow a 9,800- square-foot boat repair facility that will also accommodate office space for marine construction services. The facility would operate between the hours of 08:00 AM and 05:00 PM during the weekdays with a total of 8 employees. West-adjacent of the site is the approximately 155-acre J.S. Elliott Landfill currently zoned "RS-6" Single-Family 6 District and "FR" Farm Rural District, and to its east and north the over 940-Acre Cabaniss Naval Outlying Landing Field zoned "FR" Farm Rural District. The location on Crosstown Expressway for the proposed development is appropriate as industrial uses are typically located along major transportation routes. The proposal is also compatible with the surrounding uses as they are categorized as industrial. The proposed rezoning for an industrial use is inconsistent with the Future Land Use Map (FLUM) designation of Agriculture/Rural Enterprise and would require an amendment to the map. *The Development will have an approximate Floor Area Ratio (FAR) of 0.14. A maximum Floor Area Ratio of 0.11 is prescribed within the Accidental Potential Zone 1 (APZ-1) of the recently adopted Military Compatibility Area Overlay District (MCAOD) and 0.22 within the Accidental Potential Zone 2 (APZ-2) with development prohibited in the Clear Zone (CZ) for a repair type of use. The site is not within the clear zone (CZ), Accident Potential Zone 1 (APZ-1), or Accident Potential Zone 2 (APZ-2) of the Cabaniss Naval Outlying Landing Field (NOLF), however is within its Light and Vertical Obstruction subzones. 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 proposed approval of the change of zoning. ALTERNATIVES: 1 . Denial of the change of zoning from "FR" Farm Rural District to "IL" Light Industrial District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission recommended approval of the change of zoning from the "FR" Farm Rural District to the "IL" Light Industrial District on September 7, 2022. Vote Count.- For: ount:For: 8 Opposed: 0 Absent: 1 Abstained: 0 Staff recommended approval of the change of zoning from the "FR" Farm Rural District to the "IL" Light Industrial District. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 0922-01 Ryan Thurman (District 3): Rezoning a property at or near 7017 Ayers Street from the "FR" Farm Rural District to the "IL" Light Industrial District; Providing for a penalty not to exceed $2,000 and publication. 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 1 .592-acre tract out of Lot 4, Section 4, Bohemian Colony Lands, as shown in Exhibit "A" and "B": From the "FR" Farm Rural District to the "IL" Light Industrial District. The subject property is located at or near 7017 Ayers Street. Exhibit A, which is a metes and bounds description of the property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1 , 2011 , and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1 , Section 1 .10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 2 of 5 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 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 5 Exhibit A STATE OF TEXAS COUNTY OF NUECES Fieid Notes of a 1.592 acre tract being out of Lot 4,Section 14,"13oltemian Colony Lands"as shown on the plat recorded in Volume A,Page 48,Map Records Nueces County,Texas.Said 1.592 acre tract being more particularly described as follows: BEGINNING at a broken monument found in the intersection ofthe northwest right of way of Ayers Street,also known as State Highway 286 and Chapman Ranch Road,and the southwest right of way of Greenwood Drive,and for the cast comer of this survey,from"WHENCE a 519"re-bar found in the northwest right of way of Ayers Street,for the east corner of the United States of America 50.81 acre tract,known as Tract C•20,as described in a deed recorded in Volume 2182,Page 781,Deed Records Nueces County,Texas,bears North 28°54'28"East,a distance of 2219.93 feet. THENCE with the common line ofnortbwest right of way of Ayers Street and this survey,South 26°29'38"West,a distance of 264.81 feet to a TxDot monument found In the intersection of the northwest right ofcvay ofAyers Street and the southeast right of way of State Highway 286,also known as Crosstown Expressway,for the east comer of the State of Texas 19.70 acre tract as described in a deed recorded in Document No.8804 L0,Deed Records Nueces County,Texas,and for the south comer of this survey. THENCE with the common Line of the right of way of State Highway 286,said 19-70 acre tract,and this survey,North 61°18'28"West,a distance of 225.41 feet to a drill hole set in the southeast right of way o£State Highway 286,for an inside corner of said 19.70 acre tract,for a point of curvature of a curve to the left with a radius of 5929.58 feet,and for the Avast comer of this survey. THENCE with the common curve of the southeast right of way of State Highway 286,said 19.70 acre tract,and this survey,a chord bearing of North 10°04'03"East,a chord distance of 276.02 feet,and a total are distance of 276.04 feet to a power pole found in the intersection of the southeast right of way of Stale Highway 286 and the southwest right of way of Greenwood Drive,forthe northeast corner of said 19.70 acre tract,and for the north comer ofthis survey, THENCE with the common line of the southwest right of way of Greenwood Drive and this survey, South 61°53'01"East,a distance cf 303.42 to the POINT of BEGINNING of this survey,and containing 1.592 acres of land,more or less. Notes: 1.)Bearings are based on Global Positioning System NAD 83(93)4205 Datum. 2.)A Map of equal date accompanies this Metes and Bounds description. 3.)Set 5/8"re-bar=re-bar set with yellow plastic cap labeled Brister Surveying. 1,Ronald E.Bristcr do hereby certify that this survey of the property legally described herein was made on the ground this day hftL1.2022 and is correct to the best of my knowledge and belief. aw Ronald E.Brister,RPLS No.5407 Bate:May 12,2022. ��►+wa Qr•k�p RONa'4D E taRISTER ...........0.. $ilia / Sob No.220980 V Page 4 of 5 Exhibit B RS-6 2 x Q F Qy�Rsr ysy1s61A �?86 00 Ayf_R'6141k a� s a v ' y y SUBJECT �; �;/PROPER-TY N N F g N Z O CASE: 0922-01 N SUBJECT PROPERTY WITH ZONING corpus ® -- -.__Christi 5 Rcli_i<�wn Subject Property A-1 Apartment House Dis[na -1 limited lndus[nal Dis[nct A-1A Apartment House Dion a -2 ❑ghtlntlusfial Distnot A-2 Apartment House Distrist -3 Heavy Industrial District AB Professional Office District PUD Plunned Unit D evelopment AT Apartment ..atDian-i,t R-rA Ono FamilyD�uingDism" SUBJECT\ - inelgnenfi00dansnessDisnia R-1a On,FamilyD uingDisma PROPERTY &1A Neighborhood Brain—Distna R-1c On e Family Dwelli ng"'Ho' B2 Bayfront Busness Distna R-2 MAPlo Dwelll ng District B-2A Barn o IsI a nd Bu sin ess DiAn A RA Ona Family D—Ili ng Distrix B-3 Business District RE Residential Estate Distia who, E4 -en era l Business DlsPl[Y F-TH 1-101se Clwelling olstrl¢ PryPrimary Business Drstrist SP Special Permit B Primary B usoess core Distrix TIA Travel Trailer Park Distrix City of BD corpus chnsti Beach Design Dist. T-B Manufactured Home Park District F-R Farm R-1 Distriat T-rc Mznufactured Home Subdwision Corpus Esri,HERE, He Histerca2culturalLandmark Dfs<ria Christi LOCATION MAP Pre—atian Page 5 of 5 ZONING REPORT Case # 0922-01 Applicant & Subject Property City Council District: 3 Owner: Ryan Thurman Applicant: Ryan Thurman Address: 7017 Ayers Street Location: Along the west side of Ayers Street, south of Greenwood Drive, and east of the Crosstown Expressway Access Road Legal Description: 1 Acre out of Lot 4, Section 4, Bohemian Colony Lands Acreage of Subject Property: 1 .592 acres Pre-Submission/Early Assistance Meeting: 02/24/2022 Zoning Request From: "FR" Farm Rural District To: "IL" Light Industrial District Purpose of Request: To allow for a boat repair facility that will operate between the hours of 8:00 AM and 5:00 PM with a total of 8 employees accompanied by a marine construction services office. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "FR" Farm Rural Agricultural Agriculture/Rural Enterprise North "RS-6" Single-Family 6 Public/Semi-Public Government South OCL OCL OCL East "FR" Farm Rural Public/Semi-Public Transportation West "FR" Farm Rural Public/Semi-Public Agriculture/Rural Enterprise Plat Status: Property is not platted. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): Yes. The property is within the Light and Vertical Obstruction Subzones of the MCAOD overlay of the Cabaniss Naval Outlying Landing Field (NOLF). Code Violations: None. Transportation and Circulation FOR Crosstown Expressway (TX-286N), Ayers Street, and Greenwood Drive Crosstown Designation-Urban Section Proposed' Section Existing' Expressway Street (TX-286 N) 3 Lanes, (Texas Tropical Access Road - 100 Feet TRL) FAyers Street Design e 'Urban Street' Section Proposed' Section Existing' (Chapman "Cl" Minor Residential2 Lanes Ranch Road) Collector 60' R.O.W. Approx. 130 Feet Designation-Urban Section Proposed' Section Existing' Greenwood Street Drive Local 46' R.O.W. 2 Lanes, Approx.130 Feet Bicycle Infrastructure Distance to Bicycle Network 2 Segment Segment Proposed Existing2 Approx. 1 mile: Off Holly & Kostoryz Roads Off-Road Multi Use Trail - Transit: The Corpus Christi RTA provides transit services via Bus Route 19 Ayers at Saratoga Blvd and Ayers Street, half a mile north of the site. 'City of corpus Christi Urban Transportation Plan 2Strategic Plan for Active Mobility Utilities Gas: No service line exists. Stormwater: A 96-inch SBC Storm pipe exists along the east side of Crosstown Expressway Access Road (TX-286 N). Wastewater: The nearest line (8-Inch Clay Pipe) is approximately 3,000 Feet north of property, and per the Unified Development Code Article 8.2.7 Wastewater, is not reasonably accessible to a public wastewater facility of sufficient capacity as determined by adopted City Wastewater Standards. Water: An 8-inch PVC waterline exists along the west side of Ayers Street and jogs to its east side at the northeast corner of the site, as well as a 6-inch PVC waterline along the north side of Greenwood Drive. There are abandoned water lines along the northern and eastern boundaries of the property. 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 Southside Area Development Plan (Adopted on March 17, 2020). Water Master Plan: A 48-Inch water line is proposed along the east side of Ayers Street. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed . 2 within a 200-foot notification area • 2 outside 200-foot notification area In Opposition . 0 inside notification area 0 0 inside notification area Zoning Report Page 3 • 0% in opposition within the 200-foot notification area Public Hearing Schedule Planning Commission Hearing Date: September 7, 2022 City Council 1St Reading/Public Hearing Date: October 25, 2022 City Council 2nd Reading Date: November 1 , 2022 Background: The subject property is a 1 .592-acre-tract bounded to the west by Crosstown Expressway (TX- 286 N), to the north by Greenwood Drive, and to the east by Ayers Street, and about half a mile north of the city's limit, the Oso Creek, and the London Area. There is no property south of the site; Ayers Street merges with Crosstown Expressway (TX-286 N) south of it. West-adjacent of the site is the approximately 155-acre J.S. Elliott Landfill currently zoned "RS-6" Single-Family Residential and "FR" Farm Rural, and to its east and north the over 940- Acre Cabaniss Naval Outlying Landing Field (NOLF) zoned "FR" Farm Rural. The applicant is proposing a 9,800-square-foot boat repair facility that will also accommodate an office space for marine construction services. The facility will operate between the hours of 8:00 AM and 5:00 PM during the weekdays with a total of 8 employees. The proposed use has the characteristic of the Light Industrial category, "...engaging in the manufacturing, assembly, repair, or servicing of industrial, business, or consumer machinery, equipment, products, or by-product mainly by providing centralized services for separate retail outlets. Contractors and building maintenance services and similar uses perform services off- site," which allows Limited or Heavy Vehicle Services. Comprehensive Plan (Plan CC) Consistency: The proposed rezoning is consistent with the following Goals and Strategies for Decision Makers: o Future Land Use, Zoning, and Urban Design o Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. o Avoid development that is incompatible with the operation of military airfield and the airport. Future Land Use Map Consistency: The proposed rezoning for an industrial use is inconsistent with the Future Land Use Map (FLUM) and would require an amendment: o Designated Future Land Use: Agriculture/Rural Enterprise. 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 for the rezoning request and conducted research into the property's 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 the comprehensive plan. As a result of the above analysis staff notes the following: o The proposed rezoning is inconsistent with the Future Land Use Map (FLUM); however, it is consistent with many broader elements of the City of Corpus Christi Comprehensive Plan. o Industrial uses are typically located near major transportation routes and are small-to- medium in scale. The site is appropriate. o The proposed development is compatible with the surrounding uses. The Unified Development Code (UDC) allows landfill and landing field uses under a Light Industrial District. o The site is within the Cabaniss Naval Outlying Landing Field (NOLF) Military Compatibility Area Overlay District's (MCAOD) Light and Vertical Obstruction subzones. o The Light Subzone regulates lighting to prevent visual interference during training and operation. o The Vertical Obstruction Subzone regulates the height of structures for safe flight approaches, departures, and pattern operations. o The proposed development, although outside of the Clear Zone (CZ), Accident Potential Zone 1 (APZ-1), and Accident Potential Zone 2 (APZ-2), would have an approximate Floor Area Ratio (FAR) of 0.14. A repair type use is allowed with a maximum FAR of 0.11 in the Accident Potential Zone 1 (APZ-1), and a maximum FAR of 0.22 in the Accident Potential Zone 2 (APZ-2), however development is prohibited in the Clear Zone (CZ) of the Cabaniss Naval Outlying Landing Field (NOLF). 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 recommends approval of the change of zoning. Planning Commission and Staff Recommendation (September 7, 2022): Approval of the change of zoning from the "FR" Farm Rural District to the "IL" Light Industrial District. Attachments: 1 . Attachment A: Location Map (Existing Zoning and Notice Area) Zoning Report Page 5 ATTACHMENT A: EXISTING ZONING AND NOTICE AREA RS-6 N y� v� P Ay��s''Oy�2.getP ?gG CO APER 2 ?°s v 0 y SUBJECT ROPER, Y N N 1 FR g H 0 Q CASE: 0922-09 N Zoning and notice Area „I I)rIS w E RM-1 Multifamily) IL Heavy Indusia) Rr',I]eiGv:t1 —hr ISO RM-2 Multifamily2 IH Heavy IndustrialRM-3 Multif—I" PUD Planned Unit Dev.Overlay K� I ON Professional Office RS-10 Single-Family 10 RM-AT Multifamily AT R" Single Fam ly 5 CN-1 Neighborhood Commercial RS 45 Single-Famly4.5 CN-2 Neighborhood Commercial RS-TF Two-Family CR-1 Resort Commercial RS-15 Single-Family 15 CR-2 Resort Commercial RE Residential Estate »(1. CG-1 General Commercial RS TH Townhouse CG-2 General Commercial SP Special Permit all CI Intensive Commercial RV Recreational Vehicle Park SUBJECT\ CBD Downtown Commercial RMH Manufactured Home PROPERTY CR3 Resort Commercial FR Farm Rural H Historic i Overlay BP Business Park 0 swiuo'eoh200Oufier7Z=y O owners r favor 4Own",wnntn200'"ned- y owrs 01V of ettecnee ownership lege Xmneopposmoo c pAS Esn,HERE, Christi LOCATION MAP Zoning Case 0922-01 " Ryan Thurman DISTRICT 3 Rezoning for a property at 16 � 7017 Ayers Street .� G qy From "FR" to "IL" FRsroystiw zasTA !► � �, `,�, ' P�Eas"ti-rA y� 1w a+�•�•n�;1,:",�' ,1f'a�", Corpus u r. Christ �, y�.�,� .� ��.• Robstwm • 'Y 't SUBJECT\ 9 � s p�lAyy PROPERTY m,li E"',HEaE, LOCATION MAP .� City Council October 25, 2022 Zoning and Land Use Proposed Use: X0099877 Boat Repair Facility with a Marine Construction Office RS-6 " Area Development Plan: 3 55 Southside (Adopted March 17,2020) m c 4yeRsr�PSNLh- in y� 206 =��o Military Compatibility Area Overlay District: Light and Vertical Obstruction Subzone (Effective ae August 22, 2022) /suerEcr ®9/99/99w m /?ROPER-TY Future Land Use Map: Agricultural/Rural Enterprise Existing Zoning: FR X999999 "FR" Farm Rural F p Adjacent Land Uses: N • North: Public/Semi-Public w South: Outside City Limit t • East: Public/Semi-Public • West: Public/Semi-Public Public Notification 2 Notices mailed inside 200' buffer 2 Notice(s) mailed outside 200' buffer RS-6 4 >° 2 S �y5 Notification Area 4 mps yS TOy�HK�' PYE IsC� Opposed: 0 (0.00%) Z Separate Opposed Owners. 0 W o � �SUBdECP N /PROPER,T.Y In Favor: 0 (0.00%) ROPES FR F C "Notified property owner's land in SQF/Total square o N footage of all property in the notification area = w Percentage of public opposition. Analysis And Recommendation o The proposed rezoning is inconsistent with the Future Land Use Map; however, it is consistent with many broader elements of the City of Corpus Christi Comprehensive Plan. o Industrial uses are typically located near major transportation routes and are small-to-medium in scale. The site is appropriate. o The proposed development is compatible with the surrounding uses. The Unified Development Code (UDC) allows landfill and landing field uses under a Light Industrial District. (Adjacent to the site are the J.S. Elliott Landfill and the Cabaniss Naval Outlying Landing Field) o The site is within the Cabaniss Naval Outlying Landing Field (NOLF) Military Compatibility Area Overlay District's (MCAOD) Light and Vertical Obstruction Subzones. o The Light Subzone regulates lighting to prevent visual interference during training and operation. o The Vertical Obstruction Subzone regulates the height of structures for safe flight approaches, departures, and pattern operations. o The proposed development, although outside of the Clear Zone (CZ),Accident Potential Zone 1 (APZ-1), and Accident Potential Zone (APZ-2), would have an approximate Floor Area Ratio (FAR) 0.14. A repair type development is allowed with a maximum FAR of 0.11 in the APZ-1 zone and 0.22 in the APZ-2 zone with structures prohibited in the CZ zone. PLANNING COMMISSION AND STAFF RECOMMENDATION: Approval of the rezoning request from "FR" Farm Rural District to "IL" Light Industrial District. N N Or CM 00 Oy '286i 1,IiAv Ilk Q //.� �~ . *..• ,s .fir.�� OL NSUBJECT 40i s PROPERTY .' r . �* � s" x>r Ali•x r �.r Jr. •� r�. CO 4 pli«� � dt�+� CASE: 0922-01 N Corpus WE Aerial ViewChristi s Subject Property SUBJECT\ PROPERTY City of Corpus ;�i HEFE, Christi LOCATION MAP so �o o� A P AGENDA MEMORANDUM v Public Hearing & First Reading Ordinance for the City Council Meeting 10/25/2022 Second Reading Ordinance for the City Council Meeting 11/1/2022 µCORPOR I 1852 DATE: October 25, 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 1230 McBride Lane CAPTION: Case No. 0922-02 HEP Javelina Company LLC (District 1): Ordinance rezoning property at or near 1230 McBride Lane, located along the east side of McBride Lane, north of Interstate 37 and south of Up River Road from the "IL" Light Industrial District to the "IH" Heavy Industrial District; Providing for a penalty not to exceed $2,000 and publication. SUMMARY: The proposed use is the deployment of a small-scale, commercial demonstration project to showcase Infinium technology for the conversion of carbon dioxide and hydrogen into cleaner synthetic fuels and chemicals. BACKGROUND AND FINDINGS: The subject property is 17.49 acres in size. To the north, properties are zoned "IL" Light Industrial with light industrial uses. To the south, properties are zoned "IL" Light Industrial with light industrial and vacant land uses. To the east, properties are zoned "IH" Heavy Industrial with heavy industrial land uses. To the west, properties are zoned "IL" Light Industrial with light industrial and public/semi-public land uses. 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 recommends approval of the change of zoning. Conformity to City Policy The proposed rezoning is inconsistent with the Future Land Use Map. Public Input Process Number of Notices Mailed 16 within a 200-foot notification area 4 outside notification area As of September 13, 2022: I n Favor In Opposition 0 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area Totaling 0.00% of the 200-foot notification area* is in opposition. *Created by calculating the area of land immediately adjoining the subject property and extending 200-foot therefrom. The opposition is totaled by the total area of land that each individual property owner owns converted into a percentage of the total 200-foot notification area. Notified property owner's land in square feet /Total square footage of all property in the notification area = percentage of public opposition. ALTERNATIVES: 1. Denial of the change of zoning from the "IL" Light Industrial District to the "IH" Heavy Industrial District FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission recommended approval of the change of zoning from the "IL' Light Industrial District to the "IH" Heavy Industrial District on September 7, 2022. Vote Count: For: 8 Opposed: 0 Absent: 1 Abstained: 0 Staff recommends approval of the change of zoning from the "IL" Light Industrial District to the "IH" Heavy Industrial District. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 0922-02 (District 1) Ordinance rezoning a property at or near 1230 McBride Lane from the "IL" Light Industrial District to the "IH" Heavy Industrial District; Providing for a penalty not to exceed $2,000 and publication. 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 17.49 acres consisting of various tracts of Dunn Tract, Ehlers Garden Tracts, and Best Addition as submitted by metes and bounds, as shown in Exhibit "A" From the "IL" Light Industrial District to the "IH" Heavy Industrial District. The subject property is located at or near 1230 McBride Lane. Exhibit A, which is a subject property map and deeds of titles with the metes and bounds incorporated,is 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 by a fine not to exceed $2,000.00 for each offense; 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 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 Exhibit A S- TF IH S•-.6 !H SUBJECT i i IH CASE: 0922-02 `"" � SUBJECT PROPERTY WITH ZONING ® Portland Subject Properly A-1Apaltr—T Hmuse D%M1 -1 LuTi m nd..01al U.M'1 A-1A Ppaltrl�trl'�Eilrt HO Dle= -2 Lwin InduWW Dl,.w 1hris A-2 ApaltM—e D%Mi 1-3 H-g lmllEtrldl DhWd AB Mo(m oml OMI D15md PLl❑ PtiIned Urot DeMpmern AT Apaltr—t-7-151DlEtdd R-1A CrreFainlyDwellrtyMhid Rva stown El-7 NB'.ghbWwW13u5—Dlsrld R-1B CmF3mtyDAefIrXgUsIMt SUBJECT-, &1A NNgNWh—d Bu91—IAM R-1C one Famly DIM ng rime PROPERTY E}2 BaI7rullt and 955 L.D FIA Mlftlple DwLD-DNtrld &24 Barrlg I61afA Buttress LYstrlct RA one Fainly DApllr�g LYsmcl B-3 Ewlress D%= RE RENdHltlal E=E Us= Bd Gen EY21 Bmelress DIEVIc1 R-TH Td'Arlllalue Dwelling D16111d &5 PM-ry IMMr EE❑16tr1d Sp 3Spedal Pemlll Bi FVnwry BLA—Core M&M T-1A Travel Trailer Park DW-trld — — SD Cnlpos Chris Bead)D%W DIa TAH Mamfaelred Hame Pa11 UsM LI.4 L 4L F-R Farm R-1 DMM TAC MwLirad1red Flom SubWgm Col P11, He HwmM.acuhralLanomark o16md C'hri [i Lri.FERE. LOCATION MAP' Re6LYY.1. Exhibit A The following pages are an accounting of all properties associated change of zoning and consist of multiple parcels creating a total area described as 17.49 acres consisting of various tracts of Dunn Trat, Ehlers Garden Tracts, and Best Addition subdivisions. VOL 2302 PAGE NO P'RA31'Vr' 1009 WARRANTY DEED STATE OF TEXAS * KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES THAT, INTERNATIONAL LONGSHOREMEN'S ASSOCIATION LOCAL NO. 26, acting herein by and through its duly authorized officer, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable consideration to the undersigned paid by the grantee herein named, the receipt of which is hereby acknowledged, have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT, SELL AND CONVEY unto 3AVELINA COMPANY, a Texas general partnership, of the County of Nueces and State of Texas, all of the following described real property in Nueces County, Texas, to--wit: TRACT I: Lots One (1) , Two (2) and the West forty feet (W 401) of Lot Three (3) , Block One (1) , BEST ADDITION, a Subdivision of the City of Corpus Christi, Texas, as shown by the map or plat thereof recorded in Volume 10, Page 21, Map Records of Nueces County, Texas, to which reference is here made for all pertinent purposes. TRACT II: Lot Six (6) , EHLERS GARDEN TRACTS, an Addition in the City of Corpus Christi, Texas, as shown by the map or plat thereof recorded in Volume 41, Page 188, Map Records of Nueces County, Texas, to which reference is here made for all pertinent purposes. TO HAVE AND TO HOLD the above described premises, together, with all and singular the rights and appurtenances thereto in anywise belonging unto the said grantee, its successors and assigns forever; and the undersigned grantor does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all and singular tyre said p,cemi sea 4ntc t -a said grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. This conveyance and the warranties made herewith are made and accepted subject to those reservations, conditions and other matters set forth herein and on an instrument attached hereto as Exhibit "A"" and incorporated herein by this reference for all purposes. ROL-43b °r10 0 , Taxes for the year 1991 having been prorated, the payment thereof is hereby assumed by Grantee. EXECUTED on this day of 1991. INTERNATIONAL LONGSHOREMEN'S ASSOC11ATION LOCAL NO. 26 13Y By Ge❑ ge M. Polinard William C. Ooiron ITS Business Agent Its_ President Mailing Address of Grantee: Name: .SAVELINA COMPANY Address:7 M,T, Arnold 9 Greenway Plaza Mouston, Texas 77046 STATE OF TEXAS COUNTY OF NUECES w ,ems This instrument was acknowledged before me on this ��day of P 1991, bye C . �Orr)�-L_. Of INTERNATIONAL LONGSHOREMEN'S ASSOCIATION LOCAL NO. 26, in said capacity. 'a, NMCY BLUKEK MmryPulrfic Notary Publ' , State of Texa ,�1 fL 1l/` SIATE CF TOM ar�+r` MY Con EM SWL 11.1992 AFTER RECORDING RETURN TO: SAN JACINTO TITLE COMPANY 600 Leopard Street Corpus Christi, Texas 78401 GF No. 9109003NB WARRANTY DEED FROM INTERNATIONAL LONGSHOREMEN'S ASSOCIATION LOCAL NO. 26 TO ,7AVELINA COMPANY, A TEXAS GENERAL PARTNERSHIP /wd/javelina.wd VOL 2302PAGE �6i ROLL434l4rF foil VOL 2302PAGE 162 STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on this Ilth day of September, 1991, by George M. Polinard, Business Agent of International Longshoremen's Association Local No. 26, in said capacity. WNer eL ,NOTARY PUBLI STATE OF TEXAS RdM ** i StAll OF YOM R 431 lyrr IM EXHIBIT "A" (To Warranty Deed from International Longshoremen's Association Local No. 26 to .7avelina Company, a Texas general partnership) PERMITTED EXCEPTIONS AS TO TRACT I ONLY: 1. OIL, GAS AND MINERAL LEASE dated .lune 1, 1965 between United Steel Workers of America C.I.O. Local #5022 and Coastal States Gas Producing Company, File No. 686950, Volume 215, Page 395, oil and Gas Records of Nueces County, Texas. Together with all rights incident to the owners and Lessees of the minerals; Title to said interest not checked subsequent to date of aforesaid instrument. 2. OIL, GAS AND MINERAL LEASE dated December 21, 1935 between D. H. Best and wife, Estelle M. Best and B. A. Wilkinson, Trustee, File No. 97271, Volume 25, Page 267, Oil and Gas Records of Nueces County, Texas. Together with all rights incident to the Owners and Lessees of the minerals; Title to said interest not checked subsequent to date of aforesaid instrument. 3. ASSIGNMENT OF OIL, GAS AND MINERAL LEASE dated September 30, 1936 between D. H. Best and wife, Estelle M. Best and State National Bank of Corpus Christi, File No. 106474, Volume 30, Page 528, Oil and Gas Records of Nueces County, Texas. Together with all rights incident to the owners and Lessees of the minerals; Title to said interest not checked subsequent to date of aforesaid instrument. 4. MINERAL DEED dated December 1.8, 1935 between D. H. Best and wife, Estelle M. Best and George Taylor and V. D. RIngwald, File No. 96841, Volume 24, Page G2, Oil and Gas Records of Nueces County, Texas. Together with all rights incident to the owners and Lessees of the minerals; Title to said interest not checked subsequent to date of aforesaid instrument. 5. OIL, GAS AND MINERAL LEASE dated August 1, 1939 between D. H. Best and wife, Estelle M. Best and Paul M. Sieck, File No. 140734, Volume 54, Pages 178--181, inclusive, Oil and Gas Records of Nueces County, Texas. Together with all rights incident to the Owners and Lessees of the minerals; Title to said interest not checked subsequent to date of aforesaid instrument. 6. OIL, GAS AND MINERAL LEASE dated September 19, 1939 between D. H. Best and wife, Estelle best and Paul M. Sieck, File No. 141879, Volume 54, Page 336, Oil and Gas Records of Nueces County, Texas. Together with all rights incident to the Owners and Lessees of the minerals; Title to said interest not checked subsequent to date of aforesaid instrument. 7. OIL, GAS AND MINERAL LEASE dated December 1, 1981 between United Steel Workers of America, C.I.O. Local #5022, a corporation and 1�ohert C. "inclair, File Ido. :53184, Volume 351, Page 242, oil and Gas Records of Nueces County, Texas. Together with all rights incident to the Owners and Lessees of the minerals; Title to said interest not checked subsequent to date of aforesaid instrument. s. 5' utility easement across the rear of subject property (Northerly side) ; 15' building line along the Westerly property line (as to Lot 1) ; and a 30' building line across the front of subject property (Southerly side) , all as shown by the map or Plat thereof recorded in Volume 10, Page 21, Map Records of Nueces County, Texas. 9. Restrictive covenants filed for record under Clerk's File No. 37077, Deed Records of Nueces County, Texas. Page 1 of 2 Vol2302PAGE 163 43� 19.3 vO L 2302 PAGE 164 �,r AS TO 'TRACT II ONLY: 1. Pipe line Right of Way claimed by Continental Pipe Line Company by deed from Continental Oil Company, dated December 30, 1939, recorded in. Volume 255, Page 2, Deed Records of Nueces County, Texas. 2. Reservation oil warranty Deed from Claude Eden and wife, Laura Eden, to A. H. Masiran, dated March 10, 1941, recorded in Volume 269, Page 71, Deed Records, Nueces County, Texas, of an easement for a gas line along the Eastern edge of subject property. (We note that in this same deed the grantors granted to the grantee therein an easement for gas line along the Eastern boundary line of the remaining unsold portion of lots 1, 2, and 3 of Ehlers Garden Tracts, which would have extended North from the NE corner of subject property.) 3. Reservation of all oil, gas, and other minerals by grantors in Warranty Deed dated April 25,. 2972, fledMarch 8, 1972 from Lucille Vickers, a widow to Local Union 5022, Unzted steelworkers of America recorded under County Clerk's File No. 880592, Volume 1430, page 712, Deed Records of Nueces County, Texas. Together with all rights incident to the owners -and lessees of the minerals. Title to said interest not checked subsequent to date of aforesaid instrument. 4. Oil, Gas and Mineral Lease dated September 7, 1977, filed March 28, 1978 from Lucille Vickers to Welton E. Cox, recorded under County Clerk's File NO. 85255, Volume 320, Page 511, oil and Gas Records, Nueces County, Texas. Together with all rights incident to the owners and lessees of the minerals. Title to said interest not checked subsequent to date of aforesaid instrument. 5. Oil, Gas and Mineral Lease dated September 17, 1984, filed December 12, 1985 from Lucille Vickers, a widow to Somco Corp. , recorded under County Clerk's File No. 467617, Volume 383, Page 314, Oil and Gas Records, Nueces County, Texas. Together with all rights incident to the owners and lessees of the minerals. Title to said interest not checked subsequent to date of aforesaid instrument. 6. 5' utility easement along the Southwest line of Lot; 10' utility easement across the rear of subject property; 20' building line across the front of subject property, as shown by map or plat thereof recorded in Volume 41, Page 188, Map Records of Nueces County; Texas. 7. Use Privilege Agreement dated 1989, filed October 22, 1990 executed by the City of Corpus Christi to Javelina Company, a Texas General Partnership recorded under County Clerk's File No. 732591, Volume 2225, Page 988, Deed Records of Nueces County, Texas. SIGNED FOR IDENTIFICATION: INTER14ATIONAL LONGSHOREMEN'S ASSOCIATION LOCAL NO. 26 By W 1 '�l �4 its Geong� Mf�©I�na►�[ r Page 2 of 2 ■ 1014 SSP a IN rlf�_ a `"� Anyp:ce::rc++h+re:nalrictirest�fclslimS�k,Rertfatauset vS 3'e d:FR;,x3 Fcl"J'1 F3+3FSRT1t h:Cause aS ftecerr��Color, � {Samy � scsr��+>;a ui.!sr iE9x rRA1 LAWE3/1�IB9. STI.�E s1f 7E��t i;CUriTY C'F I:E;E;� Iy b lrct Ccrtit'tthis iuSiru wes FILED on the fie:°rrer a4!!*e lire oaF1:ar,,:ad Ira:e�+r .4,4L end was dvlY RCrA326t?.urr�val:arzar.3Po ctSmnar+cdft€G}NA Nr;:tts i:Ogf.:;,TL'xi15 95 i'•c.".4gi�crl:u.9 by nr8,vn SEP 1 1 1991 ? NUECrr CLERKhIfECEs�LUHTY,;ExAS An Proels e,her^ iP OP,F.T,ta rrx sale, Pac,i Lr use VOL�2FACE � df the ducrib.�d REAL f'7'�P:FTY t`�c,.,�K;a of Racy,Color. e RieCl�lofl,$Cx,liElr�+lcajl,fiCliil:�i3urJiett9:r81Orrgirl,h fY IMUI end unenlwceabte uirdcr FEDERAL LAW,3112/84. iw:�r �nrI+urartrnr..MiainraMune.. 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UNION DRIVE goo' so• n .+aa' Paa' SnalR in F¢af STATE OF TO :KAS COUNTY OF Nl M-CES THOS FI IITED STEEL 'rFiPKERS VF AJILRICA, LOCAL 5022, HEREBY CERTIFY THAT WE ARE THE OWNERS OF THE LAND DEVELOPMENT' a+;°I T F _D,_l,D qlF$ QF IPE Fi")RLrOjNC PLAT; SUBJECT TO A LIEN IN FAVOR OR FIRST STATE SW OF .'=T[; TINT UE. HAVE HAD SAID LAND SURVEYED AND SUBDIVIDED AS SHOWN HEREON; THAT ALL STREETS AS THIS 7F I I�FRETOFORa BEEN DEDICATED, MAT EASEMENTS. AS SHOWN ARE DEOICATEO TO THE PUBLIC USE FOREVER; I 'c_RT 15 IYADE FOR. THE PURPOSE OF DESCRIPTION AND DEDICATION. i STATE OF TO 1,11_ )___`.DAY OF� 19 .• ✓' ( y c..� COUNTY OF PR �7.. TCN 91NGUEZ - ESIDEN hll5 F ay y CORPUS CHR Ir J IJEROS�RECOROING SE RV VALENTINE EL[2OFlClq, JR. - TR�kSURER wITM "� '' . yAr � • Tk115 TII . IuECES ME, THE UNDERSIGNED AUTHORITY, ON THIS DAY PER50NALLY APPEARED TONY DOHINGUEZ, VALENTINE NR„ MJb RAYflOND CISNERDS, KNO41 TO HE TO BE THE PERSONS AND OFFICERS WHOSE NAMES ARE SUBSCRIBED :GOING STATE OF TEk W57RUNENT AND ACKNOWLECGED TO NE THAT THEY EXECUTED THE SAME FOR THE PURPOSES AND CONSID- STATE F NU ERCIN EXPRESSED AND IN THE CAPACITY STATED, UDDER MY WkNO AHD SEAL OF OFFICE, 141 S THE tk�vt�' Y I, I1ARIt GOING IORD11FOR RECORD 11 ,17C7TARY rllJRL I C/TII AND r.4,R wEaq TY, TEXAS DAY OF PAGE WITNESS THE DAY AND I f [; *;: !117Nr. Or CORPUS CHRISTI, HEREGY CERTIFY THAT WE ARE THE HOLDER OF A LIEN ON THE LAW .'?+I•t i�Ir: I?'.'l r +rT+.I r+ OF THE I-GRCGp 1 N[; MAP, OF WHICH UNITED STEEL WORKERS OF AMEBY. RICA, LOCAL 5022, y!. -1) 'HAT WE APPROVE THE SUBDIVISION AND DEDII;ATIM[IF SM1E FOR THE PURPOSES AND CONSID- If ar l'; EWR' -SSEO. NO. J FIR i �RP CHRI I � AT 1 --� , .u—ECES / MA? i !+E THE UNDERSWNED AUTHORITY, ON THIS DAY PERSONALLY APPEARED 266b,,_ 2). �kcabgLwCk CL6 TATE BAIJK OF-CORPUS CHRIST], KNOWN TO W TO BE THE PERSON AND OFFICER SE NAI1E IS 5UBSCRIRED TO NUE ING INSTRLX/ENT, AND ACKIJOWLELYED TO I1E THAT THE SAIF WAS THE ACT OF THE SAID FIRST STATE BANK OF BY. IST], /M TWAT HE EXECUTED THE SAME AS THE ACT OF THE SATO FIRST STATE BANK OF CORPUS CM ISTI FOR ES AI4D CONSIDERATIONS THEREIN EXPRI=ESLD Nla IN THE CAPACITY TKLREIH STATED. �I LNDER MY HAND ANO SEAL OF OFFICE, 7H15 THE DAY OF_4& PLAT OF � NOPUBLIC LOT 6 ECES EHLERS GARDEN TRACTS ROAN R. HE17KNtP, REGISTERED I'ROFE5510144L EI.'Glf Ltk uF ?V1VI BEING 2,677ac.,MORE OR LESS, BEING THE OREGOR 6 PLAT WAS PREPARED r•ROM SURVEYS MAuL ON THE 1,ROUlN1 SOUTH 184' OF LOT 3.ENLER GARDEN TRACTS, ICK. ENGINEERING COMPANY HAS BEEN ENGAGED UNDER CONTRACT TC AS SHOWN IN VOL. 61 RAGE 33 NUECES rI"K 100 T"",r FY P COUNTY MAP RECORDS, NuEcEs COUNTY,Texas Lo t 4 -Eh kqs 6Wen1 .s I, �9.6V 40 E/oc, "T,y� f A, '7�o qt7 t f N y ( 0 A� � r7 C t + �•FT. G f 9 �D?x I A e � Q 7 n J ` 7 nh q 7A 9, 73 ^i ti 7 AC Y PS° 'Yl i IJ µ Iu ALJ + , , Vri ' I 1 ,,, E r f r � r C.VArl1trrf Pcr��• I rl) a- ,T RD , .j 13�2TI9 #a( 4;f-3J 7 /2 y •3c.y5 ^ 7G3.18 12 •SG AC !� 4 7 �d'fe3. 1' J 0681-2_NO + 60 AJ L0� ' oT a� �•877,f� a� �' ..N. � ��7 6fJ a,tc e resv�ne n e° r! 4-R I'� a J �IGhR.6yt/Yid r I rbr. Z y r'CAvrj m M&PLM I el , ..tom-�,gi�ew..i,:Fr'�`•.=4r ..-- ,.� _.. . . ... - •, - kL1 a. 792985VOL 2356 PAGE 340 WAY DEED STATE OF TEXAS * KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES THAT, 1, MARIE RACKLEY WARE, not joined by my husband because the property herein conveyed does not now nor has it ever constituted any part of our homestead, as Grantor, for and in consideration of the sum of Ten and NO1100 Dollars ($10.00) and other goad and valuable consideration, paid by Grantee herein, the receipt of which is hereby acknowledged, have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT, SELL AND CONVEY unto JAVELINA COMPANY, a Texas General Partnership, as Grantee, its successors and assigns, all of the following described real property in Nueces County, Texas, to-wit: The East Ten Feet (E. 101 ) of Lot Three (3) and all of Lot Four (4) , Block One (1) , BEST ADDITION, an addition to the City of Corpus Christi, Nueces County, Texas, according to map or plat of said addition recorded in Volume 10, Page 21, Map Records of Nueces County, Texas. TO HAVE AND To HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever; and Grantor does hereby kind herself, her heirs, executors and administrators to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. i + 1 This conveyance is made and accepted subject to any easements, restrictions and reservations affecting the hereinabove described property of record in the Office of the County Clerk of Nueces County, Texas, and to ad valorem taxes accruing subsequent to January 1, 1992, taxes for 1992 having been assumed by Grantee. EXECUTED this ,r_ day ci February, 1592. 7r Marie ley Wa e Mailing Address of Grantee: Coastal Javelina, Inc. Coastal Tower Nine Greenway Plaza Houston, TX 71046-6995 STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the f�7� day of February, 1992, by MARIE RACRI,EY WARE. NWKW Q G �� �,� ntary Public�Statie, exas 404' ftwh tma to Kj�f•7�Ilar.tq 1493 yo{2356 PAU 341 2 r� d:/word/javeware.pm.ry COMPAREU N G� 3 CA ri 'r �7 00 n_s 0 a o� �n p r ❑ I � � 0 o! Q o r a a ° t W f e p c D Lil %IJ tu 0 a ti 94 I f V LUT 6 EHL-ERS GARDEN TRACTS VOL, 41,PC-,. i88, H.R.N.G.T, forteR,JAYELINA WH7PARV t VOL.22Pp,Fe-fl6i,D.R.H.G.T, ________ __ 5'78'22W,E 50.00`— se T sm7 P. w 5161.9. -------- --------- ---- -------- AME ._w—___ -----_ __ _ __ AME BE _ zjy 2 LOT in q BEING AN APtf NpI,vG ^t 6,"52SO Sd,Fr co n �� — & — d A MAP OF wHIC,-+ +S RE O ¢ Q N< RFCORp5 or" Iti ECF z n y H 41 THE RECEIVIN,, IS THE CCRP11E ARE. NOT C!a AQUATIC LIFE e•.ET 51P�'I R.. y N.7b°22'00'H 50,00' t r (A V UNION DRIVE %V .._OE: a n" sV a •E%A 5 t Fl�F.�e. t R HIO t+�REB+' CERTIFY YHaT IT r5 iFIE OVYIIER Of THE A H H BOUT, I nt THE fOREGOWG PLAT. THA- rt HqS, Nan $,aln tAHpS /} �jt,. 14" �• C I[.E n SVO a T-1+' -BEETS SHOWN ARE CPEO c.gp TO TME F`UBLC LSE oEu 4' S Sw:Oa, f - ntE J -I E. OU6VC IT- FOR 'KE INSTALLATION, 'SE i�LC ,!il T nr.- r .T TH i-I.A[•�AS 1A ApE FOR T'NE PURPOSE OF LfL T t ,vF'=.we-.- .At VE B+ IVES FAVa APr a- ,'CE-PPESInENT E. ,P V.5191.190 -��� of Cots#-(�(4)840cJ,l C7P.#aS" yL' v LITS d. S'.= r..-. RIN ' - ,t. I LOCATION MAP N.T.S. STATE OF TEXAS COUNTY OF NUCCES 4 I, JUAN J. 5AWAR, REGISTL�- 4{._.'.�.:�:n_ LAND 5UR.EYOR FOR W?SAN ENGINEEkING�, HpvE t PRE OAREDTHr EOREGOINC NAT' Fr,j,M R yUN`i E+' NAVE ON THE GROVNO UNDER VY C•IRECTIDN A'i 15 "RIJF ANO C:C,HRCCT VI Tr.E EIEST OF LL41' v,Np'k:.EDGE. NFOR.MATION AND BELIEF: P HAVE �•--Sr_ ADDITION, A BEEN ENGAGED I]r4CEP CO'NTRnC' TO SET ALL LCT ANO VLOCK �ORNFRS AS SHOWN HEREON AND L 21, K,IAP . CON=LETL 5(C CPFRAT'iCNS WITH DUE ANO REASONALILE DOGE`10E CONS;STENT W'TM SOUND P RO F ES$1ONAI. 1PRACTICE TMs THE _-�,� DAY OF _L.0 b.Cil�.r.,f-W T4_dj�iOF Y' 1t1W1 JOSE SiigiaR r� JUAN J, AlA2AR, R P.L., TEXAS LICENSE NO. 4909 ' f�Arr96,44 Off, , SURV SO.FTIOF LAND. STATE Of TEXAS =-,VENT COUNTY OF NuECES THIS FINAL PLAT OF THE HEREIN DESCRIBED PROPERTY WAS APPRMO BY THE DEPormENT OF - R UAP DF ENGINEEAINC SERHCES OF THE CITY OF CORPUS CHRISTI. TEXAS. -� RECORDS OF 11415 THE DAY OF _r:._,_.rY_.�. 14—�_. RdM THIS PROPRTY E RECEIVING WA ERS - Av+NG EXCEPTICINAC R,H SNACxElI`ARD, o.E DIRECTOR OF ENGINEERING SCkACCSJCrTr ENGPNFER STATE OF TEXAS COUNTY OF NUECES THIS FINAL PLAT OF THE HEPON PESCRIBED PROPERrY WAS APPROVED ON BEHALF Of THE CITY OF CORPUS CHRISTI, TEXAS BY TAE Pk.AAfNNING'COMMISSION, tl THIS THE _ _� DAY'OF_.+•'_8 r 19,_9.a 4 CI / w MICHAEL N.GUNNING f_ RICHARD 0.SERNA GISTECTOR OF PLA^WING CHAIRMAN [��'�►] "+ N 5, CLFPK CC THE COUNTp' LCI IAT IN AND FO{7 SAID COUNTY, DO IiERLRY CFRFIFY THAT _ Car OF rC'l`hn' _ _ 19Ct KrIH{ ITS CER"rF TE OF IN iA" rJFGI^.E DAr or 1 .1�. to ✓ Al 4i r aFCr1H.ice[, I` DAY OI �+ 'cap) ... P u _ :il 'r. :0Tva+L _, PAGE .__�._.._. MAP RCCORD5- '-;AL OF CIILIAT, TN AND FOR SMO C D'•N-. Al OFFICE IN CORPUS CwQi5TI, TE%AS,'7l E DarAND YEAR LASI�WRRTEH FI,.ECFna F:ECORD .ERNEST SRrDNES, COUNTY CLERK .vlECES COL+HTr, rExnS _ O'CLOCK f9—I f DEPUTY j T;�IcvEs �Tu.an►'�a. PiaiY+Ef'e�. :CIF`, NVECES CUUN'TY, TEXAS D[Purr — — (T V DATE: 1-21-98 �L;an,'�a Ramirez ENGINEERING SCALL, 1'= 20' 7T s ewuTNEa JOB NO. 33516.98.01 F Duca 199 16845 NAME OF PLAT: G4"U _e� L OWNERS: DATE: FILED BY: .� A RETURNED TO: PLAT (MAP) poYlsb�br �rhkhfistzktAltuS+leftennldruse VOIU`9-E- CABINET# eppd�wrd�f—.-y 9�EAL Ng6PUM bac�ufe of ftA Culp, — �ri1 a��le pdR i i/oft%is PAGES SLIDE# 3 Eo Dock 1998016845 N Pages z I Date i 04-23-1999 STATE OF t" Time z 02139:02 P.M. OMN"OFMuca Filed & Recorded in IwdyCwtowV ateA Lmftmd asfltwwl1w N=64 Official Records ssorwtotk*da *;Wdtmtwmmpwhvwbxsww of HUECES Countyy Tx. +,n defy Rlwaft w"gnk�ol puw hoonm of ERNEST M. PRIDNES� we=4b*,low COUNTY CLERK Rec. 0 46.40 Lii7ilt CalAftr,iFxkS _ .7 5,0 Ll I p V ry J ti Fj v r F5' ! T) c 'r r ` s. °� f\ 1 f sr D v , ty vs. a � r Pq ��s 0 f� �1 V 1 h Q 4o! . 4 q /V3 LI 3 oo, �[sy r �•r .9 9 c Ij W Y DEED STATE OF TEXAS * KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES � THAT, I, CHARLES C. SPEED, JR. , a married man but not joined herein by my wife for the reason that the property herein conveyed does not now nor has it ever constituted any part of our homestead, as Grantor, for and in consideration of the sum of Ten and N0/100 Dollars ($10. 00) and other good and valuable consideration, paid by Grantee herein, the receipt of which is hereby acknowledged, have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT, SELL AND CONVEY unto JAVE.LINA COMPANY, a Texas General Partnership, as Grantee, its successors and assigns, all of the following described real property in Nueces County, Texas, to-wit: Lots Eight (8) , Nine (9) , and the West Forty Feet (W. 40r ) of Lot Ten (la) , Block one (1) , BEST ADDITION, an addition to the City of Corpus Christi, Nueces County, Texas, according to map or plat of said addition recorded in Volume 10, Page 21, Map Records of Nueces County, Texas, TO HAVE AND To HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever; and Grantor does hereby bind himself, his heirs, executors and administrators to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, its VOL 2ROPAGE 147 r VOL 230 PAGE 148 successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. This conveyance is made and accepted subject to any easements, restrictions and reservations affecting the hereinabove described property of record in the Office of the County Clerk of Nueces County, Texas, and to ad valorem taxes accruing subsequent to January 1, 1991, which have been prorated to this date. EXECUTED this 3&914 day of � � 1991. arles C. spe , J ' Mailing Address of Grantee: Coastal Javelina, Inc. Coastal Tower Nine Greenway Plaza Houston, TX 77046--0995 STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the day of �-- 1991, by CHARLES C. SPEED, JR. .,•y'���11ii11}131il�,,�rf �� ••`� �•""�..,y 9'`'`�r�' �.•_ "taryliCMate of Texas G I n~ WARRANTY DEED FROM CHARLES C. SPEED, JR. TO JAVELINA COMPANY, A TEXAS GENERAL PARTNERSHIP AFTER RECORDING RETURN TO: NICOLAS, MORRIS & BARROW 505 South water Street 545 ,Klee Square Building Corpus Christi, TX 78401 rAkbmshttiftsoe.R04W vIg n w, �p , herauea of Racy y� DER 4 aUW,g eti89. OrTEX4 COUNIC al MEW flrcer5ycc►iihtlwtth!airst���iif.EDiaf��fk� Ca f!d JnAs tn4 a!f :IM ittr4wig fx`d f►Wlit1 ow idtgy Elcn CMCin thxu�4*Rmds d REAL p�RtM cOMPARED Qcl 3 1 1 � ERK m t�� TI,I d: /wvrd,lcoastspd.pm.ry tE J ` VOL 2310PAGE 149 �` r 854961 SILL OF SALE THE STATE OF TERAS (? COUNTY OF NUECES {} KNOW ALL MEN BY THESE PRESENTS: THAT JAVELINA COMPANY ("Seller"y, a Texas general partnership, for and in consideration of the sum of $900.00 paid by ("Buyer"), the receipt of which is hereby acknowledged, has bargained, sold and delivered, and by these presents does bargain, sell and deliver, all of Seller's right, title and interest in and to the following described personal property in Nueces County, Texas, to wit: improvements located on Lots 8 & 9, Block 1, of the Best Addition, Nueces County, Texas. Also known as 5418 Union Street. Seller does hereby bind itself, its successors and assigns, to forever Warrant and Defend the title to the aforesaid property unto the said Buyer, his heirs, successors and assigns, against the lawful claim or claims of any and all persons whomsoever by, through or under it and not otherwise. SELLER DOES NOT IN ANY WAY WARRANT THE MERCHANTABILITY OF THE GOODS SOLD HEREBY. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACS HEREOF. The goods conveyed hereby have been purchased by Buyer AS IS and WITH ALL FAULTS and no warranties of any kind are to be implied in this transaction. Buyer hereby agrees to remove all of the above described personal property on or before May 30, 1992 , time being of the essence. Failure of Buyer to timely remove the above described property shall result in the immediate termination of this agreement and the forfeiture of all consideration heretofore paid to Seller as liquidated damages. Buyer shall obtain all necessary permits and authorizations to the Seller prior to commencement of the removal of said personal property. Buyer shall remove all improvements from the premises, including without limitation, sidewalks, driveways, culverts, and foundations, and all debris shall be removed by Buyer. Buyer agrees to pay any and all damages of every kind and nature suffered by Seller, its successors and assigns, caused by or rising in whole or in part out of Seller's or Buyer's negligence, strict liability or breach of any term or condition of this Bill of Sale occurring during Buyer's possession and removal of the above described personal property. Buyer further agrees to reimburse, indemnify and hold Seller, its agents, employees, partners, successors, and assigns harmless from any and all .claims, demands,. causes of action, liability, loss, damage or expense of every kind and nature, including but not limited to, attorney's fees and costs, which are caused (in whole or in party by or arise out of Buyer's negligence, strict liability, breach of warranty, express or implied, or breach of any term or condition of this Bill of Sale, or any of Buyer's agents, contractors, employees, invitees or licensees, occurring during the possession and removal of the above described personal property. It is expressly understood and it is the intent of the parties hereto that Buyer's indemnity and hold harmless agreement extends to indemnification of Seller, its agents, employees, partners, successors and assigns, even if the s claims, demands, causes of actions, liabilities, losses, damages or expenses are caused or contributed in whole or in part by seller's negligence or that of its agents, employees, partners, successors and assigns. EXECUTED this day ow( r 1992. SELLER: JAVELINA COMPANY A Texas General Partnership, By COASTAL JAVELINA, INC. , A Partner By: Carl Ragd 3,v Title: Senior Vice President rPRdf p e�: BUYER, ` Title: NSA t� STATE OF TEXAS 5 COUNTY OF HARRIS 5 f This instrument was acknowledged before me on the day of QsspA��s ,1992, bypp= r e e es ❑e Aj"- , of COASTAL JAVELINA, INC. on behalf of JAVELINA COMPANY, a Texas general partnership, as the act and deed of JaVelina Company. W EDWfNA E MORRIS; Fk:aryPuhiic,S9teolT■,�, Notary Public, State of Texas Mr COmmluion ElOms W29195 0° F7dwiria E. hldrri$ Print Name My Commission Expires: 10/29/1995 FILED FOR RECORD DOC# 804967 $9 05-13--194 02-: 44: 33 ERNEST M. SRIONES STATE OF TEXAS 5 . NUECES COUNTY COUNTY OF NUECES 5 This instrument was acknowledged before me on the � day of lr — , 1992, by 9'�`e Yll /� � Iffy S 'er�tr ADAM VALADEZ JR. i Notary Publfo a; state o1 Taus Notary Publ c, 6 at of Te. s My Comm.Exp-12-17-03 nt game Adan a a ez, r, My Commission Expires: of thea ddWrr"REAt PPOPIRTT batt of Rote,Color, Rai�o'on,Std FianGiup,Fuaraf St�twsrrltationaltlri�w�1a I�sre[tl erd wnan Mal la under{FDfH{t LAYI,311�1l� S"4?S OF TEt>; L+ REISTHN TO: �� 7 Inrreklrs�rSilylhntth73Fr.7L^_r.+d?Cur?sFf xu ddy ai Iho d ED'in'I tli5 time tErm9"�fh:ra�In ttP O1k Md Right of way t Y RCG.i6.Q,!n Iha OrfcN1 Pvalrc i4-%dt Of REAL - ,• -.-..._ _ _ _ FPflaiRlY r{wrcYy COvn'r.Iat,t on (bastal Co 5ration Coastal r eEMAY 7 3 7992 Nlne i:way Plaza ywn, rn�as 77045 L +`' C+OUHiY CLfR{( i NUECF< COUNTY,IOW" 1 J 1 ri r. RELEASE DO, 8019461 OF LIEN THE STATE OF TEXAS COUNTY QFKNOW ALL MEN BY THESE PRESENTS: Nueces THAT the undersigned,of the County of Nueees........I............... and State of"I`exa.s. the legal and equitable owner and holder of that one certain promissory note in the original principa[sum Of ....Thirty Thousand and No�lOfl***+t* ***** * * ******,rt,t **,t***,>sr**I3o11ars(�..3��49.4,.QR) dated :..Oetobes 1Q,19$8 .............executed by ...Charles.-C Speed,]r,._..._ t ........................ .................................................................. .._..............•...... ............... • ...• .... ............................. ............................ . payable to the order of..G4liPl]5...�FtBL&Tl..ktATI0N61...7d�Nxf�k�at�9NK.CDReU�--CH7�ISTI,I3.A...................... Deed of Trust y 22yy more fully described in a............................................................................................duly recorded in V61............... page 251-258 of the Deed of Trust .......... _ Records of............Nueces........ County.Texas: said note being secured by ...n eu. °` T.ruyt against the following described property,to-wit: I/ Lots Nos. Eight (8). Nine (9) and the West Forty Feet (W40') of Lot5No. I Ten (16), Black No. One (I), BEST ADDTTIdN, an addition in the City of Corpus Christi, Texas as shown by map or plat thereof, recorded in Volume 10, page 21, Map Records of Nueces County, Texas. for and in consideration of the full and final payment of all indebtedness secured by the aforesaid lien or liens, the receipt of which is hereby acknowledged,has released and discharged,and by these presents hereby releases and discharges,the above described property from all liens held by the undersigned securing said indebtedness. EXECUTED this .......35th day of..ARr3!...... A.D. 19..92...... . CORPUS C1lRI NATIO S flkt! S..CQ.RRJJS CHRISTI.N.A. LARRY HALE,sf IDR VICE, PRE1,IUE'_V7 I � ,Acknow ledgmencr THE STATE OF TEXAS i COUNTY OF Before me,the undersigned authority,on this day-personally appealed knnwn to mr to be the person----------------whose name .............. subscribed to the foregoing instrument.and acknowledged to me that he.—.......executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office on this the day of A,D-19 ...... . ......' '"............................................................... Notary Pub..lic_in annddfor Coanry,Texas, (Acknowledgment) THE STATE OF TEXAS COUNTY OF I+ Before me.the undersigned authority,on this day personally appeared known to me to be the person I—,'.,'--whose name .............. subscribed to the foregoing instrument,and acknowledged to me that ---he .......executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office on this the day of A.U. 19 ................•........................................................ Notary Public in and for Coun[y,Texas. 5� 7' y D Q o w x V) JS w et a {Corporate acknowledgment} THE STATE OF TEXAS COUNTY OF NUECES Before me,the undersigned authority.on:this day personally appeared Larry Hale Senior Vice President of Corpus Christi National Sank a corporation.known tome lobe the person whose name issubsrribed to the foregoing instrument,and acknowledged tomr that he exrcuted the same for the purposes and consideration therein expressed,in the capacity therein stated and as the act anddred of-said cnrfrnration. Given under my hand and seal of office on this the 15th day of April A,n.1992 La ANNETAFEOf WE (}f.-!�.1 . ..------- .............. Notary Fulalic in and Ear C nuttyTexas. uMy CO ,14W RefloM Sex,Handicap,Familfar Statin 4c Rational Shilin,'13 innN unenforceable under FEaERAt.LAW,3112/89. STATE OF TEM — --�_ rouxtr OF tarp fhmbycentleyt dithstruplenlm MIDInF&NwOer smis ice on Me lots t nd it ft Wm stamped h"m by nm,and its duly RMORDEO, in the 06 631 Pubk Reawds of REAL PROMT1'Num+;w".Tears" IPPR 2 2 1992 couch CLW NAM pp►rftTr,TEXILS FILED FOR RECORD DOCS# 801890 $9 04-22-1992 01 019.- 49 ERNEST M. GRIbNES NUECES COUNTY MOOL",MORRIS &BARROW SM South Water 5tr,:3t 645 Kle^Sar,are Buifcing C©rPJ2 ;!tr?iii,Texas 7MI UJ ci ELI, ll'JA fK•lJa. S X0.00• , w. ijo-as 4 w N o G � Jai , nC ..7Gr� C I IJ alp. E o � 4 h 01 TIR E � ° h O a o N o i � I S. 13a.OS` sa.oo' O i N i s.1 3.4, +.170.}L• F ti G II+ ,]!..14' RL .30' ..?r c'•,.fS' 1.11.1.r' Lnhll 1 ,tip �• ` ` • r` � l +I :tJ IV /3 0 n , /3 ti Spg 1 2 30.vs a 1� F Igo - r w � OAJi 22�c-O. o 57 e .4 R I 0 Z � 5( R S 4. O r 'fig n Li It D til 7'�AC7f 'a � � i.�a-• ��PL 497 CIS or ' X75 3 13 DOC# 811521 ', ABBANTY ❑EE❑ DATE: June 1992 GRANTORS: Francisco Lopez and wife Irmalinda Lopez GRANTORS' MAILING ADDRESS (INCLUDING COUNTYI: 161 Citrus Bay _ Pharr, Hidalgo County, Texas 78577 GRANTEE:,_., Javelina Company, a Texas General Partnership GRANTEE'S MAILING ADDRESS (INCLUDING COUNTY): Nine Greenway Plaza Houston, Harris County, TX 77046 A'TTN: Right of Way Department CONSIDERATION: The sum of Ten and NO/100 Dollars($10.00) and other good and valuable consideration,the receipt and Sufficiency of which Is hereby acknowledged. PROPERTY. Tract Number 12, Francisco Lopez, and wife Irmalinda Lopez; 5410 Union Street; Being the East Ten (10)feet of Lot 10 and the West Forty- Five (45) fest of Lot eleven (11), Block One, BEST ADDITION, a subdivision of the City of Corpus Christi, Nueces County, Texas as shown by map or plat thereof, recorded In Volume 10 at Page 21, Map Records of Nueces County, Texas, ENVIRONMENTAL WARRANTY: Grantors hereby represent and warrant to Grantee as follows: (a) That Grantors' occupancy, operation and use of the property (including the buildings, improvements, fixtures and equipment forming a part thereof) have not violated any applicable laws pertaining to health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act of 1976 ("RCRA"), the Texas Water Code and the Texas Solid Waste Disposal Act, and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the subject property. (b) Grantors agree to fully indemnify and hold Grantee harmless from all-losses, _ costs and damages resulting from Grantors' breach of this express warranty and Grantors understand and acknowledge that without this express warranty Grantee would not consummate this transaction. I RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: (1) Deed restrictions for "Best Addition" recorded Volume 333, Page 156, Deed Records, Nueces County, Texas. (2) 5' utility easement across the rear of subject property; 30' building line across the front of subject property, as shown by map or plat thereof recorded in Volume 10, Page 21, Map Records of Nueces County, Texas. {3} Any othor easements, exceptions or reservations affecting these lands and of public record in Nueces County, Texas, to the extent they are valid and in effect. (4) Outstanding oil &gas leases; but only to the extent they are valid and in effect. [5) Ali zoning, platting and use ordinances and requirements of the City of Corpus Christi,Texas, and the 1992 ad valorem taxes, which having been prorated are hereby assumed by the Grantee. Grantors, for the consideration and subject to the reservations from and exceptions to conveyance and warranty,GRANT, SELL, and CONVEY to Grantee the property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever; and Grantors hereby bind themselves, their heirs, executors, administrators, successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed unto Grantee, Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. When the context requires, singular nouns and pronouns include the plural. IN WITNESS WHEREOF,this instrument was executedat Corpus Christi,Texas, as of the date above written. By: Francisco Lopez J" By: ,,. 4 a.- Irmalinda Lopez STATE OF TEXAS § �}l rlaF 1`4✓� § COUNTY OFA § � . _ �7#�IIS lN§TRUMENT WAS ACKNOWLEDGED 13EFORE ME on this ` � day of Jii�iet;'T5r�r.ixrrancisco Lopez. Notary blic, State of Texas IxXA5 § COUNTY OF*b� § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this a 'day of June, ),992, by Irmalinda Lopez. r l Notary Pu c, State of Texas AFTER RECORDING RETURN TO; NICOLAS, MORRIS & BARROW 505 South Water Street '100 545 Klee Square Building Corpus Christi, TX 78401 p4i'p C:iMDF£DUnpn:-1 74 WARRANTY DEED FROM FRANCISCO LOPEZ and wife IRMALINDA LOPEZ TO JAVELINA COMPANY, A TEXAS GENERAL PARTNERSHIP FILED FOR RECORD DOC# 81152 . $9 06-29-1992 04: 01 : 41 ERNEST M. B,RIONES NUECES COUNTY �r vrorhian Anr�n nhlch nsgkti the Se1�Ilwrtalause C4 ft dela ikl PUL PROPERTY hVA=of Reco Color Ser.fhrdiap.Fara1�KS�sarkatiomln,a ion end unealemU*abler PEOERAL MY(,V091 STArE Cr r€ a l7D LWY or FluECES Segue do chid u+d st me � e.`a�*WAW ■a duh RECORXV ip the pvfipyf Fye Rr�arCt et lruece�Caumr.TIE"on JUN 2 9 1992 7 D2-,4 V '00 OY rv'orr M,er.v aw � I � I � c D ° h N � h o � c 1 0 �n h lou 43 � h ° I I n ,n•ar � b .JFCI['—777.7 v 1� � �"�� •�. � �tri r '"+ •ter � 4 dV LV CIA M v n � .a 40 u p n cs 7 V �'Su V s � v v u m 44 y a r � 0/ O +� v `O why V rn 0 4 o A .� h :1 �r � ► � ry '� u "y� v at A n �ia a� 3 Y �,I t. ave F �'c 9.4. tA V � IY F T r DOC# o12546 WARRANTY DEED DATE: July 0, 1992 GRANTORS: Jay Dean Peters, Cheryl D. Mulcahy, nee Peters, and William Cedric Peters. GRANTORS' MAILING ADDRESS (INCLUDING COUNTY): 5406 Union Street Corpus Christi, Nueces County,Texas 78407 GRANTEE: Javelins Company, a Texas General Partnership GRANTEE'S MAILING ADDRESS (INCLUDING COUNTY): Nine Greenway Plaza Houston, Harris County, TX 77046 ATTN: Right of Way Department CONSIDERATION: The sum of Ten and NO/100 Dollars($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. PROPERTY: The East Pive,(5) feet of Lot Eleven 01) and all of Lot Twelve (12), Block One (1), BEST ADDITION, a subdivision of the City of Corpus Christi, County of Nueces, State of Texas, as shown by the map or plat thereof, recorded in Volume 10 at Page 21 Map Records, Nueces County, Texas. ENVIRONMENTAL. WARRANTY: Grantors hereby represent and warrant to Grantee as follows: (a) That Grantors' occupancy, operation and use of the property (including the buildings, improvements, fixtures and equipment forming a part thereof) have not violated any applicable laws pertaining to health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act of 1976 ("RCRA"), the Texas Water Code and the Texas Solid Waste Disposal Act, and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts,conditions and circumstances, if any, pertaining to the subject property, (b) Grantors agree to fully indemnify and hold Grantee harmless from al! losses, costs and damages resulting from Grantors' breach of this express warranty and Grantors understand and acknowledge that without this express warranty Grantee would not consummate this transaction. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: (1) There is reserved to the Grantors for the period of time hereafter stated, the right to occupy the property and improvements and use them for residential purposes, and to remove from the property the residence and other improvements located thereon. This option for occupancy and removal shall terminate One Hundred and Twenty (120) days from date of this deed. Failure of Grantors to exercise this option, or to thereafter remove all improvements within the specified time shall render this option null and void and the ownership of said improvements shall revert to the Grantee, who without notice,may sell,remove and/or demolish said improvements,as Grantee deems necessary. Grantors during the option period shall be solely responsible for all damages, including vandalism, fire, wind, blowing rain, falling debris, or any other damage to said improvements or the property of others of whatever kind and nature occurring to said property. Grantors shall save and hold Grantee, its successors and assigns, harmless and indemnify Grantee against all claims, losses and damages to persons or property,including costs and attorney's fees, Incident to or in any manner resulting from Grantors's performance of their rights, duties and obligations under this Warranty Deed, and caused by the willful acts, or sole and/or concurrent negligence of Grantors, or Grantors' agents,employees,or licensees. Grantors further covenant and agree that they will comply with all municipal ordinances of the City of Corpus Christi, including environmental permits and requirements,and shall secure any required moving or demolition permits. In connection with Grantors' possession of the improvements, Grantors agree that until the earlier of one hundred and twenty (120) days from date hereof, or such time as the improvements are removed from the property,Grantors shall keep in full force a liability insurance policy In the amount of $100,000.00 per person, $300,000.00 per incident and $50,000.00 property damage, and said policy naming Grantee as additional insured. (2) Deed restrictions for "Best Addition" recorded Volume 333, Page 156, Deed Records, Nueces County, Texas. (3) 5' utility easement across the rear of subject property; 30' building line across the front of subject property, as shown by map or plat thereof recorded in Volume 10, Page 21, Map Records of Nueces County, Texas. (4) Any other easements, exceptions or reservations affecting these lands and of public record in Nueces County, Texas, to the extent they are valid and in effect. (5) Outstanding oil &gas leases; but only to the extent they are valid and in effect. (6) All zoning, platting and use ordinances and requirements of the City of Corpus Christi,Texas, and the 1992 ad valorem taxes, which having been prorated are hereby assumed by the Grantee. Grantors, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, GRANT, SELL, and CONVEY to Grantee the property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever; and Grantors hereby bind themselves, their heirs, executors, administrators, successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed unto Grantee, Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. When the context requires, singular nouns and pronouns include the plural. NNW f IN WITNESS WHEREOF,this instrument was executed at Corpus Chrlsti,Texas, as of the date above written. L' o. De Peters Cheryl . Mulcahy . William Cedr eters STATE OF TEXAS § COUNTY OF § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this :p n day of July, 1992, by Jay Dean Peters. r „ ,ya',�`. Notary Public, State of Texas t:1 t r; Printed Name rn� F4-- ss'� My Commission Expires- STATE OF TEXAS § COUNTY OF § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this W day of July, 1992, by Cheryl D. Mulcahy. Notarryv P� lic, State of Texa Printed Name { +(]rn1 My Commission Expires: STATE OF TEXAS § COUNTY OF § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of July, 1992, by William Cedric Peters. r �� r.- G' Notary Pu ic, State o Tex ,� y s'-.dam-•t.�,-- iC7��o. •.:���.* 1 14 I V� �l. G.�SJ-J—r�rfr� .d Printed Name t �� /} -¢ My Commission Expires' F�U�' ! ';.13:; fhb`•q�.'•'�]�`?'�� AFTER RECORDING RETURN TO: NICOLAS, MORRIS & BARROW 505 South Water Street 545 Klee Square Building Corpus Christi, TX 78401 PMVnam CAPMLOE€bLPETERS WARRANTY DEED FROM JAY DEAN PETERS, ET AL TO JAVELiNA COMPANY, A TEXAS GENERAL PARTNERSHIP FILED FOR RECORD DOC# 812546 911 07-07-1992 01 : 26: 53 ERNEST M. 13RIONES NUECES COUNTY 0 wit An py n lxreS,v,u 1 rc r cr us cE r.-.colt. B�ds°' a .- .1.1,r��csK f:l�lizs I1lid and urunlotcrxG.a undo:"r C4 1'S l STATE Of Ton I bcmey acr•ir to bi oils IAsi»muni ess f IL ED i n FTU Numbo SequM an lhC dale and d W Wre shMPO kn M1 CY fm.asd was duly RECCR o.In wa Offi A&I PuCiK Eie.Crdi;at Hato ceurty.ren:an JUL 7 1992 K.A"j COfiTITY CtElitS hua cFsTr, 4. M Ys V E n DQ ax si'orf x,vr,rr r a � i 1 a � � or I ] a! 4 o � I` h •4 b O O nal s p { N � rV yl /! oc'q A � � U ti f `V a 41 7 ti pf�'Orf AI•Yr.11'S �I 000s r ou x,vr.ff ' h if rr!tI t7 s v v �;• �s a 13 r ' 7 � tr � b y fo 06$f_2,r'VQ '00 --------- 7-/ o N 2f T s �'qo 50 � e 34 ICEa •'L. � .ry � N � y 0 1.3Lai , .�..� .e +zr7s Gb _ v �v r *765190 r yr l F �'-Q�21 iM��� 1395 WARRANTY DEET] DATE: , 1991 GRANTOR: MILLICENT MARGARET ROBISON BUETTNER GRANTOR' S MAILING ADDRESS: 135 West Belleview #308 Engle ood, olorado 80110 County GRANTEE: JAVELINA COMPANY, a Texas General Partnership GRANTEES' MAILING ADDRESS: Nine Greenway Plaza Houston, Texas 77046 Attn: Right of Way Department Harris County CONSIDERATION: TEN AND N0/100 DOLLARS ($10.00) and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged. PROPERTY: Lot 13, Block 1, Best Addition, An Addition to the City of Corpus Christi, Nueces County, Texas, recorded in Volume 10, Page21A, Map Records of Nueces County, Texas. GRANTOR, for the consideration stated, GRANTS, SELLS and CONVEYS to GRANTEE the property, together will all and singular the rights and appurtenances thereto in any wise belonging To HAVE AND TO HOLD unto GRANTEE, its successors and assigns forever; and GRANTOR does hereby bind herself, her heirs, executors, administrators, successors and assigns, to warrant and forever defend all and singular ..the said premises herein conveyed unto the said JAVELINA COMPANY, its successors- and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. IN WITNESS WHEREOF this instrument was executed at Englewood, Coloradd, as of the date above written. Millicent Mar aret Robison Buettner va ?268 FAGS 665 421 t3% uat 226SPAGE 666 THE STATE OF COLORADO COUNTY OF This instrument was acknowledged before me on the day of , 1991, by MILLICENT MARGARET ROBISON BUETTNER. , ;;hiee•a;oy,. �� a❖•c�."�,,�'.,:r� i{ Notary Public State of Colorado N. N f..i!^ After recording return to: NICOLAS, MORRIS& BARROW 505 S. Water, Suite 545 Corpus Christi, TX 78401 A"praWAO heredn which rester me Sate,Rand W use of ft d"Obed REAL PROPERTY because of Ram Cow. Sex,ftendap,FamIJW Status yr Nationalh MvM and srnenfettaable under FEDERAL LAW,3/12/89. S FATE GF TEV.S C4way%NUECE.S I perety certify that this insftulprnf nes FEED an the data and et t:?+e hmc stamped hc:evP by me,and+res duty R EcoRokt3,i n tha Vo;ua,a ap.,°aga at rha n-Ined RECORDS of Rues s Cosa:r,iexi:4s Sh' c?"her'":s try ma,Ca JUL i g X991 eG. 6 �`� . .�Af'�- Imo►✓ e" �;,_ RJECE5 t:ct,,aay,TEW -- n rn \word\pm\javlina.pm.jpt ► a v � e r 1J5ni ► �` r � � d • ,rI vrr .. f'S.2rF ti 1 J N Y o ,00 qS Fi WI N.or.lr r I •o a p o a ` l cl � � P 1 lLJ�11 ti � a It , u � 1r �I y y E R• '! { to �J ti azz� u e � J r ti qE ti `V l by u 'VL- 9;Oro ,0e`A►'Orr if,7+r.Ir•1' �� ,Qv'Ol' r olr• ,�r.rr n YY V 'Ar/ h rY J� 'moi- 'y� p .sr�or •!� �--`_` '~�--.�. �, _..-•tom"- or Fri 6 on, ® St[t! If -Lb 7d� � � •ver o ,q�' �°��r � SW s,Vv�Qafd cam- ^ v- 4 -�_ C Aw 0,9 `1890 c 1, i 11 SVC z u/AFG - MA P A P P 0 A r 6 A I- Q rs-tt2r'c.T �T1?..#5l� WARRANTY DEED DATE: September 2, 1993 GRANTORS: D. J. Shield, also known as Danny J. Shlelds, and wife, Lori Shields DOC# 873142 GRANTORS' MAILING ADDRESS (INCLUDING COUNTY): 5429 Eden Lane Corpus Christi, Nueces County,Texas 78407 GRANTEE: Javelina Company, a Texas General Partnership GRANTEE'S MAILING ADDRESS (INCLUDING COUNTY):. Nine Greenway Plaza Houston, Harris County, TX 77046 ATTN. Right of Way Department CONSIDERATION: The sum of Ten and N01100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. PROPERTY: Being a portion o Lot Three (3), EHLERS GARDEN TRACTS, in Nueces County, Texas, according to map or plat recorded in Volume 6, Page 33, Map records of Nueces County, Texas, and being described by metes and bounds as follows: COMMENCING at the point of intersection of the S. Boundary line of Lot 3 and the E. boundary line of a 40 ft. public road along the W. side of Lot 3, said road being now commonly known and called "McBride Lane"THENCE, N. 19 deg. 30' E. along the said E. boundary fine of McBride Lane, a distance of 269 ft. to a point in the NW corner of the certain tract of land conveyed by Claude Eden and wife, Laura Eden, to Jack Eden by deed dated March 19, 1943, recorded in Vol. 291, Page 51, Deed Records of Nueces County, Texas, being the SW corner of this tract and point of beginning;THENCE, N. 19 deg. 30' E. continuing along the E. boundary of McBride Lane for a distance of 151.25 ft. to a Y2 inch iron pipe at the intersection of the E. Right of way line of McBride Lane and the S. right of way line of Eden Lane for the NW corner of this tract; THENCE, S. 78 deg. 34' E. along the S. right of way line of Eden Lane for a distance of 85.77 ft; to a 5/8 inch iron rod for the NE corner of this tract; THENCE, S. 19 deg. 39' W. for a distance of 154.17 ft. to a 518 inch iron rod in the N. line of the aforementioned Jack Eden Tract for the SE corner of this tract; THENCE, N. 76 deg. 39' W. along the N. line of the Jack Eden Tract for a distance of 85 ft. TO THE POINT OF BEGINNING, together with all improvements thereon, and also know as 5429 Eden Lane. ENVIRONMENTAL WARRANTY: Grantor hereby represents and warrants to Grantee as follows: (a) That Grantor's occupancy, operation and use of the property (including the buildings, improvements, fixtures and equipment forming a part thereof) have not violated any applicable laws pertaining to health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act of 1976 ("RCRA"), the Texas Water Code and the Texas Solid Waste Disposal Act, and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, If any, pertaining to the subject property. (b) Grantors agree to fully indemnify and hold Grantee harmless from all losses, costs and damages resulting from Grantor's breach of this express warranty and Grantor understands and acknowledges that without this express warranty Grantee would not consummate this transaction. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: (1) There is reserved to the Grantors the right to remain on and occupy premises herein conveyed for a period of 30 days after execution of this deed. During the period of occupancy reserved by Grantors, Grantors shall be solely responsible for all damages,including vandalism,fire,wind,blowing rain,falling debris,or any other damage to said improvements or the property of others of whatever kind and nature occurring to said property, Grantors shall save and hold Grantee, Its successors and assigns, harmless and indemnify Grantee against all claims, losses and damages to persons or property, including costs and attorney's fees, incident to or in any manner resulting from Grantor's performance of their rights, duties and obligations under this Warranty Deed, and caused by the willful acts, or sole and/or concurrent negligence of Grantors, or Grantor's agents, employees, or licensees. (2) Any easements, exceptions or reservations affecting this property and of public record in Nueces County, Texas, to the extent they are valid and in affect. (3) All zoning, platting and use ordinances and requirements of the City of Corpus Christi, Texas. Grantors, for the consideration and subject to the reservations from and exceptions to conveyance and warranty,GRANTS, SELLS,and CONVEYS to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging unto Grantee, its successors and assigns forever; and Grantors hereby binds themselves, their heirs, executors, administrators, successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed unto Grantee, Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. When the context requires, singular nouns and pronouns include the plural. IN WITNESS WHEREOF,this instrument was executed at Corpus Christi,Texas, as of the date above written. D. . Shields Lori Shlelds STATE OF TEXAS § COUNTY OF NUI=CES § HI _INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of -:P,. e`Jef erA§93, by D. J. SHIELDS and LORI SHIELDS. Notary Public, tate of Texas AFTER RECORDING PREPARED IN THE RETURN TO: LAW OFFICE OF: NICOLAS, MORRIS & BARROW NICOLAS, MORRIS & BARROW 505 S. Water Street, Suite 545 505 S. Water St., Ste. 545 Corpus Christi, TX 78401 Corpus Christi, TX 78401 5121883-6341 512/883-6341 f . WARRANTY DEED FROM D. J. SHIELDS AND LORI SHIELDS TO FILED FOR RECORD JAV ELINA COMPANY, A TEXAS � 3 ERNEST M. BRIONES NUECES COUNTY r parWdpOr hwete�4kh evstrka n.a seva f r FILED FOR RECORD w n,e low"ed RM PR MTY aetwse IN Rate:Doter, DOC# 873142 $10 09-03-1993 03:12:57 EAST M. BRIONES SLATE OF Taus NUECES COUNTY COU4"Of r olm heyr6foertRytla!Mea rrueurduaaFRfUtofiiRumb a SMorjca 0 the data and at Use time riampad herein by me,artd was CWT WGROED.in the Offu:W Pub',,c Beearda Of Hueces county,Teen" ,5EP 3 193 (34=":Ty JYCLLERK )tutus COUNTY,TM 6Y-. c;Wrnf deeds lshieldslmy EXH!® 40 �Oda •Vi v�- f i r � ! � `�='•sicrer h 1 � I r r ��e• 9.7Z s.2 3s r f b r ! 68¢ rx � r V 4 l 609-0.7.z r: it 1 �trf r q i T r i 6 e r � � 1Ir-6 � r e r ti 0 t1�41 ©w r Q y ss sr hl 4 r = rp CJ VLEI° `. aor t 0 K•ly V r �. ti�:y.J n`1 r ~y Q 'IV 55 6f. �Is�acs. aor I�t[s L.._. �r1l�i7 N 3 C7 3 o � a L �•� 48 C"] G c, VL ?«e 3 N s�� O � � � � P aLl ;/,�i'A,!"''.:7�•1rF f S3. ✓..J�};�!'•�iL rt ® o ��•ry�� i A a r�' � JL J }'Y C7�, n, 5rr n Plk J s 6:-r f q 1�1_ No NN CL a � s -+a _9?AA �4dr7 DOC# 19960312/5 WARRANTY_DEED DATE: August 12, 1996 GRANTORS: Clovis A. Johnson and wife, Azalee Johnson GRANTORS' MAILING ADDRESS (INCLUDING COUNTY): c/o Webb & Salyer, P.C. 710 Mesquite Corpus Christi„ Nueces County, Texas 78401 GRANTEE: Javelina Company, a Texas General Partnership GRANTEE'S MAILING ADDRESS (INCLUDING COUNTY): Nine Greenway Plaza Houston, Harris County, TX 77046 ATTN: Right of Way Department CONSIDERATION: The suns of Ten and NO/100 Dollars($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. PROPERTY: Being a portion of Lot Three (3), EHLERS GARDEN TRACTS, in Nueces County,Texas, according to the map or plat thereof recorded in Volume 6, Page 33, Map Records of Nueces County, Texas, and described by metes and bounds as follows: BEGINNING at 518" iron rod set in a fence line on the North boundary of a one-half 1!1121 acre tract of land conveyed by Claude Eden and wife, to Jack Eden by peed dated March 19, 1943, recorded in Volume 291, Page 51, Deed Records of Nueces County, Texas, WHENCE the Northwest corner of said Jack Eden Tract, which lies on the ;East boundary of a 40 foot public road, known as McBride Lane, bears North 76 deg. 39 min. West, 85.0 feet; said point of beginning, being the Southwest corner of the tract herein being described; THENCE, North 19 deg. 39 min. East, 154.17 feet to a 518" iron rod set in the South boundary of a public road, known as Eden Lane, for the Northwest corner of this tract, WHENCE a 112" iron pipe set at the intersection of the South boundary of Eden Lane and the East boundary of McBride Lane, bears North 78 deg. 34 min. West, 85.77 feet; THENCE, with the South boundary of Eden Lane, South 78 deg. 34 min. East, 100.00 feet to a 5/8" iron rod for the Northeast corner of this tract; THENCE., South 19 deg. 30 min. West, 157.49 feet to a 518" iron rod set in a fence line on the North boundary of the aforementioned Jack Eden Tract for the Southeast corner of this tract; THENCE,with said fence on the North boundary of said Jack Eden Tract, North 76 deg. 39 min. West, 100.00 feet to the Southwest corner and PLACE OF BEGINNING of this tract. ENVIRONMENTAL WARRANTY: Grantors hereby represent and warrant to Grantee as follows: (a) That Grantors' occupancy, operation and use of the property (including the buildings, improvements, fixtures and equipment forming a part thereof) have not violated any applicable laws pertaining to health or the environment, including without limitation the Comprehensive Environmental Response, Cornpensation, and Liability Act of 1980 ("CERCLA'), the Resource Conservation and Recovery Act of 1976 ("RCRA"), the Texas Water Code and the Texas Solid Waste Disposal Act, and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the subject property. (b) Grantors agree to fully indemnify and hold Grantee harmless from all losses, costs and damages resulting from Grantors' breach of this express warranty and Grantors understand and acknowledge that without this express warranty Grantee would not consummate this transaction. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY; (1) Easements, exceptions or reservations affecting these lands and of public record in Nueces County, Texas, to the extent they are valid and in effect. (2) Oil, Gas and Mineral Leases of Record, but only to the extent they are valid and in effect. Grantors, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, GRANT, SELL, and CONVEY to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging unto Grantee, its successors and assigns forever;and Grantors hereby bind themselves, their heirs, executors, administrators, successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed unto Grantee,Grantee's successors and assigns,againstevery person whomsoever lawfully claiming or to claim the same or any part thereof. When the context requires, singular nouns and pronouns include the plural, IN WITNESS WHEREOF,this instrument was executed at Corpus Christi,Texas, as of the date above written. Clovis A. Ja son AzPe Johnso STATE OF TEXAS § COUNTY OF NUECES § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of August, 1956, by CLOVIS A. JOHNSON and wife, AZALEE JOHNSON, J. RA c a`pA Piny INtary Publi State of xas 9128i9g 7 • A AFTER RECORDING RETURN TO: NICOLAS, MORRIS & GILBREATH 5928 South Staples, Suite A-2 Corpus Christi, TX 78413 C;%FILES%PMIDEEDSLJOHNSOM.WDIc j WARRANTY DEED FROM CLOVIS A. JOHNSON and wife AZALEE JOHNSON TO JAVELINA COMPANY, A TEXAS GENERAL PARTNERSHIP DocM 15196031!15 # Pages: 3 Date 1 08-13-1996 Time a 02:49:22 P.K. Filed & Recorded in Official Records of HUECES Countyy TX. €RNEST M. BRIONES COUNTY CLERK Rec. 1 13.00 Anyprovhmhmtnwhich nm 6e0e16bWerwe at the desartbed REAL PROPERTY b0:8 use of Row, =Saxe H�ndktp.ramak�l SY�tutOF Neti9nAl Cig, nd unenkmutAs under fUMI1AW.31vi9b STArE OF rtM COUNrY Or RAW I bereby Wtiry thatmisinstruroentrasflLEDln WffumEo Sequence on the date and at Iho time sump herein by me,sad Was duly RECORDED,in Is ONklat Public Retards of Nueces County,Teras NU ECU COUNTY.roes J T N 7d'' J r� 1 r �r r `trAerpf 5 M� r f r ,*x 6 r z,.• F 9.Z f�36 r �s' •, f 77• 1 r M + y 10 zit Crr r M r � b t wo rt l � g� 5 f 6g¢• 7� J� P n� h r q ' f 78 x rz 1 t rm v o � 1 Lor ,/ 0 25.98 A C � rat.54 P9.S7 1 6 61 z �q Jam, u d.4O 1 14 ` Ir 'D l�� :i ka n. U N � V ��5�-. •SpA � 31 19 Z �:l . � O /30 e � 5 � •9 W 3D .'' 34AC 87)q V �M1 C��� Loc l9aGp112�3 Y c rr. p 3 , a � �Pc1 C�jCJ�y 9>�c�6 a� qr Jp /f 4r0.rT1 vC��l�F - q L 0/j/ V/ j �4110 '` '/ WAR12WTY DEED 856GS DATE: December )3 , 1991 GRANTORS: Jesse Flores also known as Jesus P. Flores, a single man, and Senaida Flores, a femme sola, both of Corpus Christi, Nueces County, Texas GRANTORS' MAILING ADDRESS (INCLUDING COUNTY) : 5419 Eden Lane Corpus Christi, Nueces County, TX 78407 GRANTEE: Javelina Company, a Texas General Partnership GRAN'TEE'S MAILING ADDRESS (INCLUDING COUNTY) : Nine Greenway Plaza Houston, Harris County, TK 77046 ATTN: Right of Way Department CONSIDERATION: The sum of Ten and N0/100 Dollars ($16.00) and other good and.. valuable consideration, the receipt and sufficiency of which is hereby acknowledged. PROPERTY: Lot Three-A (3-A) , EHLERS GARDEN TRACTS, a subdivision in the City of Corpus Christi, County of Nueces, State of Texas, as shown by the map or plat thereof, recorded in Volume 28 -at Page 34,. Map Records, Nueces County, Texas and being the same real property described in Warranty Deed datc:;l November 17, 1971 from Murry Garner and wife, Helen Mcgryde Garner to Jesse Flores and wife, Senaida Flores, recorded in Volume 1416 at Page 297, Deed Records, Nueces County, Texas. ENVIRONPIFATAL WARRANTY: Grantors hereby represent and warrant to Grantee as follows: (a) that Grantors' occupancy, operation and use of the property (including the buildings, improvements, fixtures and equipment forming a part thereof) have not violated any applicable laws pertaining to health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCL.A") , the Resource Conservation and Recovery Act of 1976 (RCRA") , the Texas Water Code and the Texas Solid Waste Disposal Act, and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the subject property. (b) Grantors agree to fully indemnify and hold Grantee harmless from all losses, costs and damages resulting from Grantors' breach of this express warranty and Grantors understand and acknowledge that without this express warranty Grantee would not consummate this transaction. RESERVATIONS FROM AND EXCEPTIONS To CONVEYANCE AND WARRANTY: None. VOL 2332rA6E 741 :1 FP VOL 2332pc't 742 Grantors, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, GRANT, SELL, and CONVEY to Grantee the property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever; and Grantors hereby bind themselves, their heirs, executors, administrators, successors and assigns, to warrant and forever defend all -and singular the said premises herein conveyed unto Grantee. Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. When the context requires, singular nouns and pronouns include the plural. IN WITNESS WHEREOF, this instrument was executed at Corpus Chris ' , Texas, as of the date above written. r se 1 res a/k/a Jesus .e az a Flores P. Flores STATE OF TEXAS COUNTY OF NUECES X1111 H tC INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this a 3day -�� o b , 1991, by JESSE FI ORES also known as J:?SUS P. F'LORES FLARES. Notary Pu lico State of 'Texas AFTER RECORDING PREPARED IN THE RETURN TO: LAW OFFICE OF: NICOLAS, MORRIS & BARROW NICOI,AS, MORRIS & BARROW 505 South Water Street 505 South Water Street 545 Klee Square Building 545 Klee Square Building Corpus Christi, TX 78401 Corpus Christi, TX 78401 WARRANTY DEED rROM JESSE FLORES A/K/A JESUS P. FLARES AND SENAIDA FLARES TO JAVELINA COMPANY, A TEXAS GENERAL PART'N'ERSHIP /dW3/pm/javedeed.pm .j t �r 2 2 Cil FILED F�?R RECORD 53 zColl O 4— "Mmlorlml al Ram QW, FKa 'c.Sex 14 mrmlSutusorNaWwlOfWAls ,AW ad 6 wJUMMILLAW.NIM MAN RL'a DEC 2 4 191 GO fitAus CWNTY.TM 2332rp-,;F 743 TR w:;.. �,r.ayd' .�r7d Qui a� L o� 3, �/ers .CFgr'e�en ���s � rWC41 Clea i/7 //o All"4' �, e 33 /77e7 r�ordS .,e-&e c es 41910 1he Eoe,7 tllf Amore frac C ®vl 0/14e Ilai5c�e ,�y�� - rew stn ro rrxu Allf-�0'41. 74W rum fa APt �•6(/. GDI. or 3 w Tac X*n Dllp 41,ler6 e�--.dem Tm��m T," Oe SFR/AR'e ff 7-1 P 7r. 51 C mafa rrvr.� .,_ Q h Q v �n,re up�. CdfRrr.Y flrxM. V'1 •:res rf..n W51 '3o'Ge1 irSG.a' e�� lsva a raa clrr a n1e to f f �3 • � Tar ar.n m mN Ll l +we.M r T err+. .- 6; ws n vc�rrr, �a rwq a t pfC I urrrru n>wrs.�s C}F�:'!R>•i,TOA' IVO•dSd17 num 05.mrr 1."TV, TIDE STATE OF TEXAS � THE STATE COUNTY OF771'sCOUNTY OF 1 ,r 'BEFORE ME, THF, UNDERSIGNED AWHORM, ON THIS DAY PERSUHALLY APF'UJUM THAT WE, K MURRY R. GARKER AND EFLEN MCBME GARNER, HIS WM, KNOWN TO ME TO 13E TILE GARNER H= PERSONS WHOSE NNM>;S ARE SUSSCM= TO TEE FOREGOING INSTRLR4F;NIr kND ,ACKNOWLEDGED THE LAND SI TO W- THAT T'HRf t)SP.CVTF.D TIM ShK2 FOR TIE PURPOSES THF REIN EXPRESSED AND IN THE IDERT'IFIED CAPACTT'Y STATED, fM TMSAID MUM MCBRYDE GARNER, WIFE OF SAID MUIRRY R, GARNER 00 PROPeM HAVIM BEEN nU1,VUNED BY ME PRIVILY AND APART FROM HER HUSBAND AND HAVM THE SPECIPICA1.I SANE F'IILLY EXFLAINSD TO HER BY KE, SHE, THE SAID HFI2N MCBRYDE GARNER ACK.NOWLEAGE) ALL ar"Et SUCH INSTRU(Mr TO BE H R ACP iA TD DEED AND SHE DnCLkRED THAT SHE WILLINGLY SIGHED AS LOCATED T88 SAME FOR THL PWU:O ES THEREIR DLPRESSED A14D THAT SHE DID NOT WISH TO RETRACT THIS IKSTRI IT PURPOGE ,OF �7 L l y� ry�n yr cr.•r np, F'�I C,3/ IDERTIFYIW C l7�e S�rf3lE�Li DAY OF TO OR I r ti � a' h `S-'T 4c �` lCtCJ 71, r r 9 Ty if 36 Sz I r � 1 � b I r r 6e4 y� k 42r 6s¢• � n4 n r q t •�!7 ��9.7x '1 1 t 0 q o n r ,V. ,J:89•� �9z.s � r (5,/ ti J Ss r 14 J 6t. R' ss ,! ;.zc - cor r BIN v7- N 3 Cl vt 1 b Ot a' eyee N Ld N J C1. 1Y ry \ il ss-Y � 4 � O � • �`� M�� � 4 u /� 'SII M Q •1 0 q �, General Warranty Deed Date: November , 1999 Dare 1999049747 Grantor: H.C. Cale d/b/a H.C. Cole Trucks;` jbiried_"peoforma_.tyr my.wife,.Rosalie Cale Grantor's Mailing Address: Route 1, Box 164G4, Mathis, San Pawicio County, Texas Grantee: Coastal•IaveRml Inc. Grantee's Mailing Address. c/o 9 Greenway Placa, Room 2$02, Harris County, Texas Consideration: Ten and No/100 Dollars ($10.00) and other good and valuable consideration. Property(includ.ing any_improvements)? =I of Tutee C(3=C),Ehlers Garden Tracts;an Additioh to the City.of Corpus-.Christi;Nueces Comity, Texas;as sh,own by reap or.plat'-recorded-in Volume 41,,Page 39, Map Rccords.of Nueces Catinty,;Tcxas. Reservations from Conveyance: None Exceptions to Conveyance and Warranty: Validly existing easements, rights-of-way, and prescriptive rights,of record; all presently recorded and validly existing restrictions, reservations, covenants, conditions, oil and gas leases, mineral interests outstanding in persons other than Grantor, and other instruments, other than conveyances of the surface fee estate,that affect the Property; any discrepancies,conflicts,or shortages in area or boundary lines; any encroachments i or overlapping of improvements; and taxes for current year,which Grantee assumes and agrees to pay, and subsequent assessments for that and prior years due to change in land usage, ownership,or both, the payment of which Grantee assumes. k Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs,successors.and assigns against every person whomsoever lawfully claiming or to claim the sante or any part thereof, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. When the context requires, singular nouns and pronouns include the plural. r By: C. Cole d/b/a H.t. Cole Trucks Return to: Janet Karr Ctticaflo 71tie BY. ON FaMin 0200 asalie tole Houston,TX 77010 Zq7q 3 v i STATE OF 9—)( l l § COUNTY OF N],rrC-P5 § /�� Before me, ����� [)t,p�i C�'a notary public,on this day personally appeared H.C. Cole, mown to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the rime for the purposes and consideration therein expressed. Given under my hand and sea]of office this 5" day of QVE-YALe._ 1999. k and wife, Rosalie Cole ` N1 '6k'O- Notary Public Signature y+ =OFTUAS S.D. Avalos Notary Public Typed Name IPD1.999049747 ales"c Dater 1119199 4.24:53 PM Filed d Recorded in OfIM CW ani Kft EFKST 11. LIMES Comm Fees#11.00 GF# u a AMOUNT: PAGES: SAN JACI NTO Tl�Ct7WANY iyy� herds wrdch dMt1ICb�r sal.,tisedtl a tn► of ore dma od REAL PROPERTY tataeuse at Awc Cote, Reigfan,Sex,Nandkap,FemftSMO orlld wW0*.Is Inref4 end wwtdEiw*We KOERAL LAW,VIVO STATE OF TEW COLAIf Y QF F0.XW r w.+..r. .�... i hgrebyeertllyfritt7�Is k+stnrne�R wn F1LEQ9n FIe Hotr� Sequtnoe on Dra deAe End ettru tint etemped txaeln by rnr.told was duly REGI.in to O&W Publk Reeo*d Ncresee Cmwdy,Teust 1 4:TV'CUAX M*M COLOITY,rm V i i i i E T ?as 5/8" IRON 861"G .50 ACRES OIIT OF Lot 3, £NLM GARvEm TRACTS, 'XN ADD I T I ON To THE C I Tr OF 'u4 NUEOCS COUNTYy T[xA@, A8 RECORDED, IN THE CGUkTY MAP RECORDS, I'M VOL. b, PA4E 33 BRtOE LANE 211, 10,'. STREET lK68RIDE LANE IOA'1 1 U 184. N 17030' E 85.1 SW CORNER OF LOT 3, s 6fl EHLERS GARvm TRACTS 85.1 , _ SCALX 21j, r CARL L. '[£ CARL VICKERS CLAUDE (DEH P` 0. 8C 34 1OH Q; 0. Ci ! TI Lar 3-A , w r VOL. 78, Pc, 34 CARLi ;A N 5 yY 5! U,-E u's 81770301 w 6 l CLAUDE EDEN s MOBRIDE LANE GRAPHIC SCALE e` W 3ui .-C a ILIA STATE of TxxAS COUNTY Of NUEC£S 1. CARL L. DUA INF, A REG IBYLKED HEREBY CERTI't`Y THAT I HAVE BEEN MTIDN MAP FLAT THE LANDS DESGR(SED ABOVE, SEEN DONE ANT) THAT THIS WAAS T. THE Prtq DAY OF MARCH, 197$. �8 ,ARL : 'CEO 'ROVED BY THE PLANNING COMMISSION Of THE CITY OF COAPUB STATE or Tgus 8, THIS &thpAy OF APRIL, 79751- PROVIDED HOWSVFR THAT COUNTY OF HUECEO SHALL BECOME NULL• ANA VOID 1F THIS PLAT I9 NOT FILED THIS PLAT APPROVED BY THE DEPART TY CLERK FOR R600ADING WITHIN SIXMONTHS OF THE DATE AND PNVOICRL I]EVFLOPMENT Of THE �y TEXAS, THIS DAY OF �L, 19' 1f !. !,ry C AAll - � O 4A iRmAN SECRETARY f OTOR 75-03r .STATE or TExAa Eg COUNTY Oi, NUECE9 + I7D. HEREBY OERTIFY,THAT' I A1A THE BQL OWER D T ;.,n. E, '1'H T;.� HA u.n "" l lLrfLi—]L� k 40 �� rQ r YAR P 9!] I r d�` 11�o• S�,q��s � � a ! 0 r T,d 7 ��� � 6 r -Ao:2;z f r, ep n r Qi 5 ° r 6ev. t q 1 q 1p I f P IV. 1 ,r. me•F 69z.� � i r / i f r d I i ��L��S o Lr..•�R�Z�-JY ,,���4 C'TSS .,., I 1 I ASTAL Lor 1 25.98 AC 1 � roLA - 54 T ar. w .•'�"4 114u •� Ap qC. �[1R f � i -� "'�HLE'rgs C-0RpEN35 27 -1470 C ! o. 22ry2 I l s.r �.a : „ 2� •so ac fly f ,�• y`�. 0-r 5 edFC��r7�E, J�1 Al Ac 0. r ti 2Yf.cs Sr p$ '�CJIVIU •' ,, ❑ 4 m 1, 2�,� A L4 ��2_0 2� � r , A• � �x'/•.74 s or ] 27 T T, 2iyd v 7�;�S�n{='•rIwtZV.D Jaz�r ,:�a . "39, V v/3n Pac r739.44000R, e pa 2 C Yr raa rr /°. f0 5• •h:i I S b Rc ry f � V. 4D.,1!'8t s 3 3 9 LgwQcN u xCC.i I'sI .d /4 ~9 r r y r J 1 SPECIAL WARRANTY DEED AND SILL OF SALE THE STATE OF TEXAS § � i Document Number: 2007037790 Recording Date: July 25, 2007 COUNTY OF NUECES § This Special Warranty Deed and Bill of Sale ("Special Warranty Deed"), effective JulyMk2007 ("Effective Date"), is by and between Otilio Barrientos, 9623 County Rd. 505, Mathis, TX 78368, Santos O. Barrientos, 10415 Solo St., Norwalk, CA 90650; Olga Q. Young, 1789 River St., Conyers, GA 30012; and Lydia B. Garcia, 310 Genoa St. Apt. B, Arcadia, CA 91006-6663 (collectively referred to as "Grantor"), and MarkWest Javelina Company ("Grantee"), with an address at 1515 Arapahoe Street, Tower 2, Suite 700, Denver, CO 80202. I. PROPERTY This Special Warranty Deed relates to that certain property, and all appurtenances and improvements owned by Grantor as of the Effective Date (collectively, the "Property") and located at: 5417 Eden Lane, Corpus Christi, TX 78407, and more particularly described as: Deed type: small estate Deed page: C919-3/SM estates Legal description: Dunn tract 100'x261' out of Ehlers tract Assessor's parcel # : 2197-0000-4130 II. CONSIDERATION For one hundred thousand dollars and no/100 ($100,000.00), the premises set forth herein, the mutual benefits to be derived and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. III. SPECIAL WARRANTY DEED AND BILL OF SALE Effective as of the Effective Date, Grantor hereby transfers, assigns and grants to Grantee all of Grantor's real or personal right, title, and interest, if any, which Grantor may have with respect to the Property as of the Effective Date, with Grantor specially warranting title for all claims arising by, through or under Grantor, but not otherwise, and subject to all matters of record. Upon execution of this Special Warranty Deed, neither Grantor nor any of Grantor's successors, heirs or assigns will have, or will have the right to claim or demand, any right, title or interest in and to the Property or any part thereof IV. EXCLUSION OF WARRANTIES EXCEPT TO THE EXTENT OF THE SPECIAL WARRANTY OF TITLE CONTAINED IN SECTION II1. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS SPECIAL WARRANTY DEED. GRANTOR AND GRANTEE AGREE THAT GRANTOR'S INTERESTS IN SUCH PROPERTY, IF ANY, BEING TRANSFERRED TO GRANTEE HEREUNDER ARE TRANSFERRED "AS IS," "WHERE IS," "WITH ALL FAULTS," WITH ANY AND ALL LATENT AND PATENT DEFECTS, AND THAT THERE IS NO WARRANTY THAT THE PROPERTY HAS A PARTICULAR FINANCIAL VALUE OR IS FIT FOR A PARTICULAR PURPOSE, EXCEPT THAT GRANTOR AGREES TO TRANSFER THE PROPERTY, OR APPLICABLE PORTIONS THEREOF, FREE AND CLEAR OF ANY MORTGAGES, MECHANICS' LIENS, TAX LIENS AND OTHER FORMS OF SECURITY INTERESTS OR FINANCIAL ENCUMBRANCES OR PAST DUE PAYMENTS OF ANY KIND CREATED BY,THROUGH AND UNDER GRANTOR BUT NOT OTHERWISE (AND GRANTEE SHALL NOT PAY GRANTOR ANY PURCHASE PRICE UNTIL BEING REASONABLY ASSURED THAT THERE ARE NO SUCH ENCUMBRANCES). EXCEPT TO THE EXTENT OF THE SPECIAL WARRANTY OF TITLE CONTAINED IN SECTION 111, AND AS OTHERWISE DESCRIBED ABOVE IN T1IIS SEC'T'ION IV. GRANTOR MAKES THIS SPECIAL WARRANTY DEED TO GRANTEE WITHOUT RECOURSE (EVE'N AS TO THE RETURN OF THE PURCHASE PRICE), AND WITHOUT ANY COVENANT OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. GRANTEE ACKNOWLEDGES AND STIPULATES THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATION, STATEMENT, OR OTHER ASSERTION WITH RESPECT TO THE PROPERTY OR THE PROPERTY CONDITION BUT INSTEAD IS RELYING ON GRANTEE'S OWN EXAMINATION OF THE PROPERTY. FURTHER, GRANTOR AND GRANTEE AGREE THAT, EXCEPT TO THE EXTENT OF THE SPECIAL WARRANTY OF TITLE CONTAINED IN SECTION III, AND AS OTHERWISE DESCRIBED ABOVE IN THIS SECTION IV, GRANTOR EXCLUDES ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESCRIPTION, DESIGN, QUALITY, CONDITION, CONFORMITY TO PLANS OR DRAWINGS, OPERATION, PRESSURE INTEGRITY, COMPLIANCE WITH SPECIFICATION, COMPLIANCE WITH LAWS OR REGULATIONS (INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE. ENVIRONMENT), SUITABILITY OF THE PROPERTY FOR GRANTEE'S USE, OR ABSENCE OF PATENT OR LATENT DEFECTS OR DESIGN FLAWS. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE. FACE OF THIS SPECIAL WARRANTY DEED. GRANTEE TAKES GRANTOR'S INTEREST IN SUCH PROPERTY, IF ANY, WITH THE EXPRESS UNDERSTANDING AND STIPULATION THAT, EXCEPT TO THE EXTENT OF THE SPECIAL WARRANTY OF TITLE CONTAINED IN SECTION 111, AND AS OTHERWISE DESCRIBED ABOVE IN THIS SECTION IV, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES. AL1. WARRANTIES THAT MIGHT ARISE BY COMMON LAW ARE EXCLUDED AND ARE SPECIFICALLY DISCLAIMED• Grantor and Grantee agree that, to the extent rewired by the applicable law to be operative, the disclaimers of warranties contained in this Special Warranty Deed are "conspicuous" disclaimers for the purposes of any applicable law, rule or order. DECEPTIVE TRADE PRACTICES - WAIVER OF CONSUMER RIGHTS. AS A MATERIAL PART OF THE CONSIDERATION FOR GRANTOR AND GRANTEE AGREEING TO ENTER INTO THIS SPECIAL WARRANTY DEED, EACH PARTY COMPRISING GRANTOR AND GRANTEE EACH CAN, AND DO, EXPRESSLY WAIVE THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES CONSUMER PROTECTION ACT, ARTICLE 17.41 ET SEQ., TEXAS BUSINESS AND COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS, AND ALL OTHER CONSUMER PROTECTION LAWS OF THE STATE OF TEXAS, OR ANY OTHER STATE, OR OF THE UNITIED STATES OF AMERICA, APPLICABLE TO THIS TRANSACTION, IF ANY, THAT MAY BE WAIVED BY THE GRANTOR AND GRANTEE. IT IS NOT THE INTENT OF THE GRANTOR AND GRANTEE TO WAIVE, AND THE PARTIES SHALL NOT WAIVE, ANY APPLICABLE LAW OR SUB-PART THEREOF WHICH IS PROHIBITED BY LAW FROM BEING WAIVED. THE GRANTOR AND GRANTEE AGREE THAT THEY HAVE HAD AN ADEQUATE OPPORTUNITY TO REVIEW THE PRECEDING WAIVER PROVISION, INCLUDING THE OPPORTUNITY TO SUBMIT THE SAME TO LEGAL COUNSEL FOR REVIEW AND COMMENT AND, AFTER CONSULTATION WITH AN ATTORNEY OF THEIR OWN SELECTION, VOLUNTARILY CONSENT TO THIS WAIVER AND UNDERSTAND THE RIGHTS BEING WAIVED. V. INDEMNITY, RELEASE, AND ASSUMPTION OF LIABILITIES From and after the Effective Date, Grantee expressly agrees to assume, perform and discharge all duties, obligations, and "LIABILITIES" arising out of or related to the ownership, operation, administration,and eventual abandonment of the Property. GRANTEE EXPRESSLY AGREES TO PROTECT, DEFEND, INDEMNIFY, AND HOLD GRANTOR HARMLESS FROM AND AGAINST ANY AND ALL "LIABILITIES," INSOFAR AS PERMITTED BY LAW, WHICH ARE INCIDENT TO, OR ARISE OUT OF, SAID OBLIGATIONS, COVENANTS AND "LIABILITIES" OR THE OWNERSHIP, OPERATION AND ABANDONMENT OF THE PROPERTY ARISING OR ATTRIBUTABLE TO ACTS OR CONDITIONS AT OR AFTER THE EFFECTIVE DATE, EXCEPT TO THE EXTENT THAT ANY SUCH OBLIGATIONS, COVENANTS AND "LIABILITIES" ARE THE RESULT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF GRANTOR, OR ITS OFFICERS, EMPLOYEES, CONTRACTORS,AGENTS OR REPRESENTATIVES. "LIABILITIES" FOR PURPOSES OF T141S SPECIAL WARRANTY DEED SHALL BE DEFINED AS ALL LIABILITIES, DAMAGES, CLAIMS, DEMANDS, JUDGMENTS, COSTS, EXPENSES, LOSSES, OBLIGATIONS, DUTIES, COVENANTS, INDEMNITIES, OR WARRANTIES OF ANY KIND OR CHARACTER, INCLUDING WITHOUT LIMITATION ATTORNEY'S FEES, EXPENSES, COSTS, FINES, PENALTIES, AND NATURAL RESOURCE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY "LIABILITIES"UNDER ANY LOCAL, STATE, FEDERAL, OR OTHER GOVERNMENTAL LAWS,RULES OR REGULATIONS. Grantor and Grantee agree that, to the extent required by the applicable law to be operative, the indemnities contained in this Special Warranty Deed are "conspicuous" indemnities for the purposes of any applicable law, rule or order. From and after the Effective Date, Grantee expressly releases Grantor from all duties, obligations and "LIABILITIES" arising out of or related to the ownership, operation, administration, and eventual abandonment of the Property whether arising from acts or canditions arising or existing at or after the Effective Date. VI. TAXES Any real estate, ad valorem, personal property or other taxes levied or assessed on the Property shall be paid by Grantee as of the Effective Date based upon the most recent property tax assessments and most recent certified tax rates, up to and not to exceed $3,000; rop vided, that in the event any of the real estate, ad valorem, personal property -or other taxes levied or assessed on the Property exceeds $3,000, such excess shall be paid by Grantor. In addition to the consideration paid hereunder for this Special Warranty Deed, Grantee is responsible for paying, or reimbursing the Grantor for, any sales tax applicable to the sale of the Property, if any, in this Special Warranty Deed. All such real estate, ad valorem, personal property and other taxes with respect to the Property at and after the Effective Date shall be the responsibility of Grantee. VI1.GENERAL TERMS This Special Warranty Deed shall 'bind and inure to the benefit of Grantor and Grantee and their respective successors and assigns. THIS SPECIAL WARRANTY DEED, AND THE RIGHTS AND OBLIGATIONS OF THE GRANTOR AND GRANTEE HEREUNDER, SHALL BE CONSTRUED, INTERPRETED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT OR CHOICE OF LAW RULES OR PRINCIPLES WHICH, IF APPLIED, MIGHT PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. ALL DISPUTES RELATING TO OR ARISING OUT OF THIS SPECIAL WARRANTY DEED SHALL BE EXCLUSIVELY RESOLVED IN THE STATE DISTRICT COURTS OF HARRIS COUNTY, TEXAS, LOCATED IN THE CITY OF HOUSTON. Counterparts: This Special Warranty Deed may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. GRANTOR and GRANTEE have executed this Special Warranty Deed and Bill of Sale in duplicate originals to be effective for all purposes as of the Effective Date. [Signature page to fallow] C I i i E t i GRANTOR: GRANTEE: Mark ina C&pan� By: Qtilio Barrientos By: Title. 04 ,w4ov ^ Date: Date: 7 PY-00-7 By: Santos Q. Barrientos Date: By: Olga U. Young Dal . r` Jk* `� By: Lydia B. Garcia Date: SIGNATURE PAGE TO Special Warranty Deed and Bili of Sale by and between Grantor and MarkWest Javelins Company dated , 2007. I II F i I STATE OF TEXAS § COUNTY OF § With respect to the signature of Otilio Barrientos, this instrument was acknowledged before me on this the day of , 2007, by a notary public of the State of Texas. Notary Public My Commission Expires: STATE OF CALIFORNIA § COUNTY OF § With respect to the signature of Santos O. Barrientos, this instrument was acknowledged before me on this the day of_, 2007, by a notary public of the State of Texas. Notary Public My Commission Expires: �r�►+►t r rrlrry '• S1'A'I'E OF GEORGIA § = �y COUNTY OF koct[lete,. § -40x09 A �� C �+� With respect to the signature of Olga O. Young, this instrument was ac fore me on this the 10.0h day of:16hL 2007, by &&hAw-m & �'�}�ir , a notary public of the State of Georgia. Notary Public My Commission Expires:. STATE OF CALIFORNIA § COUNTY OF § With respect to the signature of Lydia B. Garcia, this instrument was acknowledged before me on this the day of , 2007, by , a notary public of the State of California. Notary Public My Commission Expires: ILLO STATE OF TEXAS § � ,RONALDNot a Cnsc: Nrrtgry Pu6fiC STATE OF TEXAS COUNTY OF W4£efr-.�— § My Comm.Exp.04-24.-10 With respect to the signature of Grantee, this instrument was acknowledged before me on this the I?t"day of44are4, 2007, by a notary public of the State of Texas. .1 wly Notary Public My Commission Expires: GRANTOR: GRANTEE: MarkWest 3avelina Company By: Otilio Barrientos By: 6z Title:. Date: 997-a 9- 'r Date: By: Santos O. Barrientos Date: By: Olga 0. Young Date: By: Lydia B. Garcia Date: SIGNATURE PAGE TO Special Warranty Deed and Bill of Sale by and between Grantor and MarkWest Javelins Company dated_127 X2007. i I� STATE OF TEXAS § COUNTY OF Ivaeoex § With respect to the signature of Otilio Barrientos, this instrument ways acknowledged before me on this the —9W day of, 2007, by a notary public of the State of 64Womia. 7"'eK4-" Notary Public My Commission Expires: LIU.lAN ORTIZ A-IEFFE! 4otuy pu*,am'1 Tans ...f-- -_eZ/2 1iy Commi�iois Eras O7 05- 10 STATE OF CALIFORNIA § COUNTY OF § With respect to the signature of Santos O. Barrientos, this instrument was acknowledged before me on this the day of____, 2007, by , a notary public of the State of Texas. Notary Public My Commission Expires: STATE OF GEORGIA § COUNTY OF § With respect to the signature of Olga O. Young, this instrument was acknowledged before me on this the day of , 2007, by , a notary public of the State of Georgia. Notary Public My Commission Expires: GRANTOR: GRANTEE: MarkWest 1avelina Company By: Otitio Barrientos By: Title: Date: Date: By: Santos O. Barrientos Date: By: Olga O. Young Date: B- I ydia B. Garcia r Date: 7 r U- 0 -7 SIGNATURE PAGE TO Special Warranty Deed and Bill of Sale by and between Grantor and MarkWest Javelina Company dated�u� 2007. i I i i t E i� 1 J i i STATE OF CALIFORNIA § COUNTY OF § With respect to the signature of Lydia B. Garcia, this instrument was acknowledged before me on this the _U_day of jj� 2007, by '" i( ` , a notary public of the State of California. Notary Public My Commission Expires: Vb �rh ¢ 21 cam,wrian 0 teearM Nalarr r+u�c-C�lanb STATE OF TEXAS § � § COUNTY OF NUECES § With respect to the signature of Grantee,this instrument was acknowledged before me can this the day of March, 2007, by , a notary public of the State of Texas. Notary Public My Commission Expires: l i i GRANTOR: GRANTEE: MarkWest Javelina Company By: Otilio Barrientos By: Title: Date: Date: B : Santos O. Barnentos Date: ff ? By: Olga O. Young Date:: By: Lydia B. Garcia Date: SIGNATURE PAGE TO Special Warranty Deed and Bill of Sale by and between Grantor and MarkWest Javelina Company dated 2007. i s STATE OF TEXAS § COUNTY OF § With respect to the signature of Otilio Barnentos, this instrument was acknowledged before me on this the day of_, 2407, by , a notary public of the State of Texas. Notary Public My Commission Expires: STATE OF CALIFORNIA § COUNTY OF t.-Q:? q i § With respect to the signature of Santos U. Barrientos, this instrument was acknowledged before me on this the !t__ day ofSjjh 2007, by Ttp�jjti , a notary public of the State of TAwzr W Notary Public My Commission Expires: 1 VANk t DW Gom"No n 116"124 STATE OF GEORGIA § �MVWN cI § MVL�anwn des Mar 16,201 COUNTY OF § With respect to the signature of Olga O. Young, this instrument was acknowledged before me on this the day of_, 2007, by , a notary public of the State of Georgia. Notary Public My Commission Expires: RELEASE AND WAIVER THIS RELEASE AND WAIVER(hereinafter"Release")is by and between Ms.Tammy Castillo, and on behalf of her heirs,assigns, and estate (collectively, "Ms. Castillo"),and MarkWest Javelina Company, its affiliates, successors and assigns, and their respective officers, directors, employees and agents (collectively "MarkWest"). Ms. Castillo and MarkWest may be individually referred to herein as a "Party" and collectively as the"Parties". This Release sets forth the terms and conditions of MarkWest's agreement to pay an amount certain to Ms. Castillo,as described below, to assist Ms. Castillo's relocation from that certain property located at 5417 Eden Larne,Corpus Christi,Texas,78107(the"Property"). 1. COVENANTS A. Consideration. In settlement and satisfaction of all claims of any nature, or related in any manner to the Property or to Ms.Castillo's residence on the Property,whether existing now or arising in the future,and contingent upon: (1) MarkWest's receipt of the original of this Release, executed by Ms. Castillo, without modification or revocation, (2) MarkWest's receipt of an executed Special Warranty Deed and Bill of Sale to the Property from the Property owners(the "Owners"), MarkWest agrees to pay to Ms. Castillo, within 15 days of tate occurrence of the last of items(1)and(2)above, the total sum of Ninety-nine Thousand Dollars,($99,000.00),as a single cash, lump sutra payment("Cash payment"),and (3)Ms.Castillo agrees to vacate the Property within sixty(60)days after receipt of the Cash payment. S. leo t: ber Payments. The payment set forth in patagFaph LA, shall discharge all obligations of MarkWest to Ms. Castillo, and serve to waive all rights to other compensation and benefits of any kind and nature, for any event,incident or act of omission or commission occurring prior to the effective:date of this Release. C. Release of Claims Against MarkWest. As a material inducement to MarkWest to enter into this Release, Ms. Castillo,as a free and voluntary act,hereby: I. forever waives, releases and discharges MarkWest from, and covenants not to sue MarkWest for, claims which Ms. Castillo has asserted or could have asserted against MarkWest in any judicial, administrative or other proceeding prior to the effective date of this Release including, but not limited to, claims by Tammy Castillo Release and Waiver reason of any matter,cause, or thing whatsoever which may have occurred between Ms.Castillo and any director, officer,employee, independent contractor,subcontractor, vendor,shareholder,agent,or representative of MarkWest prior to the effective date of this Release; and any claims arising because of continued effects of any acts that occurred on or before the effective date of this Release and this Release shalt cover any and all damages, liabilities, costs, losses, and expenses arising out of or related to such claims. Ms. Castillo expressly agrees that this Release covers, in addition to any injuries or damages which have already occurred, all injuries or damages which may herta.fter become manifest or hereafter occur arising out of noise, vibration, or other nuisances or trespasses, associated with or related to operations,activities and/or equipment of MarkWest or its agents; 2. warrants that none of the claims that are released and discharged in paragraph I.C.I.have been assigned or transferred in whole or in part,to any other party; 3. agrees to indemnify and hold harmless MarkWest for any attorney fees, costs, loss, settlement, or monetary judgment incurred by MarkWest, in the event Ms_ Castillo pursues any released or discharged claim against MarkWest. D. Can&dgntiality. 1. Ms. Castillo expressly agrees to keep the substance of settlement negotiations and the terms and conditions of this Release confidential, and shall.not disclose, publish or communicate the same,or any part thereof, to the media, any person,judicial or administrative agency, business entity or association, or anyone else, for any reason whatsoever, without the prior express written consent of MarkWest, unless the disclosure, publication or communication is compelled by law, or is to an attorney, accountant, or financial advisor, and is necessary for the rendition of professional services or advice to Ms. Castillo (in which event the restrictions and provisions of this paragraph I.E.and its subparagraphs("Confidentiality Provision")shall automatically apply to the attorney, accountant,or financial advisor,and Ms.Castillo shall be held responsible for any attorney's,accountant's, or financial advisor's compliance with this Confidentiality Provision.) If compelled, Ms. Castillo shall give the Partnership notice and opportunity to object to the requesting authority prior to such disclosure. 2. In the event of a breach of the Confidentiality Provision, the Party so breaching the Confidentiality Provision agrees to pay the other Party's costs and attorney fees incurred in any legal action or proceeding taken to enforce the Confidentiality Provision or to remedy any breach of the Confidentiality Provision, E. Eftetive JDate of Phis Agreement The effective date of this Release shall be the last of the following* (1) 2 MarkWest's receipt of the original of this Release,executed by Ms. Castillo or her duly authorized representatives, (2) MarkWest's receipt of the Special Warranty Deed and Bill of Sate to the Property, executed by the Owners or their duly authorized representative. F. Free and Voluntary Act. Ms. Castillo represents that she has had an opportunity to or has consulted with legal counsel regarding the terms and conditions of this Release, has carefully read its contents and clarified any point not fully understood, and understands and has given full consideration to all terms and conditions of this Release_ Ms. Castillo further represents that she has voluntarily signed this Release as her own free act, and is acting under no coercion or duress. Ms. Castillo further represents that no representations, promises, agreements, stipulations, or statements have been made by any director, officer, employee, agent, or other representative of MarkWest,to induce this settlement,beyond those contained herein. H. ADDIT1i0NA)L PRQV�SIQIYS A. Severability. In case any one or more of the provisions of this Release shall be found to be invalid, illegal or unenforceable in any respect,the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or 'impaired thereby. Further, any provision found to be invalid, illegal or unenforceable shall be deemed, without further action on the part of the Parties, to be modified, amended and/or limited to the minimum extent necessary to render any such provision valid and enforceable, with the complete understanding that Ms. Castillo's intent and desire to release and forever discharge MarkWest shall remain in effect forever. g. Entire Agreement. This Release supersedes all prior written and verbal promises and agreements between the Parties. This Release constitutes the entire agreement between the Parties and may be amended, modified or superseded only by a written agreement signed by the Parties. No oral statement in the future by any director, Officer,employee,agent,or other Mark West representative shalt modify or otherwise affect the terms and provisions of this Release. C. Governing Marv. This Release shall be construed in accordance with the laws of the State of Texas without regard to conflict of Iw rules or provisions therein that might otherwise apply the law of another jurisdiction. D. Admissibility. The Parties agree this Release shall not be admissible in any proceeding,except proceedings to enforce this Release or for a breach of this Release. SIGNATURE PAGE TO 2007 RELEASE AND WAIVER BY AND BETWEEN M5. TAMMY CASTILLO AND MARKW ST JAVELINA COMPANY FOLLOWS ON NEXT PAGE 3 IN WITNESS THEREOF,and intending to be legally bound,the Parties have executed this Release and Waiver. MS.T Y ASTILLO Da STATE OF TEXAS } COtJNT'Y OF NUECES } SUBSCRIBED AND SWORN to before me this day of � 2007, by Tammy Castillo. WITNESS my hand and official seal. Notary Public: �.. CHRIS F, LOLVtO My Commission Expires: I' 1 Nmry Public,State of Toxas My Commission exores Sepftanil,ar 02,ZflQg MARKW LINA C Y BY: ITS:MART � W7_ DATE: r / Zoo 7 STATE OF TEXAS } COUNTY OF�fIiIWEE } LIBSCRIBED AND SWORN to before me this _ day of, 2007, by of Mark Westlavelina Company. WITNESS my hand and official seal, Notary Public: �--� My Commission Exp r Y-z a 1 SIGNATURE PAGE TO !/I_, 2007 RELEASE AND WAIVER BY AND BETWEEN MS. TAMMY CASTILLO AND MARKWEST dAVELINA COMPANY LQ�'w!'WAI--INNRONAL:A. ASTILLONobllcSTATEXASmy Com0d-24-10 WARRANTY DEED STATE OF TEXAS * KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES THAT, I, ?'CARIE GOIN, not joined by my husband because the property herein conveyed is my separate property and estate, and. constitutes no part of our homestead, as Grantor, for and in consideration of the sum of Ten and N01100 Dollars ($10.00) and other good and valuable consideration, paid by Grantee herein, the receipt of which is hereby acknowledged, have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT, SELL AND CONVEY unto JAVELIHA COMPANY, a Texas General Partnership, as Grantee, its successors and assigns, all of the following described real property in Nueces County, Texas, to-wit: Lot Three E (3-E) , EHLERS GARDEN TRACTS, being 0.453 acres as recorded in Volume 1635, Page 33, Nueces County Deed Records, and being a portion of Lot Three (3) , EHLERS GARDEN TRACTS, as recorded in Volume 6, Page 33 of the Map or Plat Records of Nueces County, Texas; Plat of Lot Three E (3-E) appearing of record in " Volume 48, Page 93, clap Records of Nueces County, Texas to which record reference is here made for a complete description. TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever; and Grantor does hereby bind herself, her heirs, executors and administrators to WARRANT AND FOREV`R DEFE" all and singular the said premises unto the said Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. This conveyance is made and accepted subject to any easements, restrictions and reservations affecting the hereinabove described property of record in the Office of the County Clerk of Nueces County, Texas, and to ad valorem taxes accruing subsequent to January 1, 1991, which have been prorated to this date. QL 2R8PAGF 359 JI + - IK va 2" t9 n,f 364 EXECCITED this day of November, 1991. Marie Goin Mailing Address Annprari wWr&eahm*khUleSARenalaM of Me 6wdWd REAL PMPfF ry Rdsx11'0 of R"44 Calan, of Grantee: gas,Hal,r;iwy.fonr'�!S�iu:atfClmsfUryNth inn 'd nor!LT.eS.;,dCot:•.rx�v 1'::7`'Y::tCY,]Ii2169. COASTAL 7AVELINA, INC. Coastal Tower STATE OF TEYAS Nine Greenway Plaza CCI1nTY0'NJEGFt Houston, TX 77045-8995 tlr ray-e4::fth,:16`.isinslrar"mwnFlLEDm1bNor* Sequsnce rI the d&a;jL't 1%.4)Cn+a skimped herein 11 me,rw .n duly fiE;CMD. In Iha Ol c O rubh.:R,*rmdj 0 REM PROPERYY Huwm CdanlF,[xus ca NOV 11 B 10 STATE OF TEXAS ^'t covmTY CLERK NUEUS CMNIY,TM COUNTY OF NUECES This instrument was acknowledged before me on the tLi� day of November, 1991, by MARIE GOI . x:Y �u Yr+ar�lrir,# Notary Pub]. late of Texas ori` ¢}• ti f�'<,^,�' WARRANTY _DEED FROM MARIE COIN TO JAVELINA COMPANY, A TEXAS GENERAL PARTURracs Ip AFTER RECORDING RETURN TO: NICOLAS, MORRIS & BARROW 505 South Water Street 545 Klee Square Building Carpus Christi, TX 784pa1137aAIN Rp4 /dw3/pm/javdeed,pm z � w r H! / . � I l e I W 1 1 ` (FoP�oaaul7� • t i'lf]C"❑ Abet w wit- rroin m s•3 y[ 4 3 �° ai rry M ai e04 Q l 1 h l 4 �,IS'6Fz ,F9'6bZ --7.9!;,IS•LI N x SOIN3lUbV9 '9 SO1NVS has Lu q 1 ti UA '3n D 4 I x V 1 � 90 /A �j y 1 .v 7,p 4 ��3 p �� t z W I f ,+ � � c~rs f 4cr�r h 1 0 f � f �fx 6 f �,a• I I � 3 r I 1� C1' f t� a �. J- ti terra• "1 1 - � A v. - � 4i e !� y h ur Zlwx.) aQF Z Y CQ+ I cc y � + SS + 6t {s rc 3Nti7 /V 3 Q 3 \ i Qb- o- ezee p� N P a � r,, .if Ci,a•n- • ,.�eU� � a . 0 ti h J jj I() r1r YI a ,C" 94 N J a• ,,,� t{ �l v���� ',r 7 0 ry v• I�V 3 55 ttY,� 4 ol� o cr 6� f v SFr to � t rg sr 7'79931 23,A PAGE 520 W.4RRAnY DEED STATE OF TEXAS * KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES THAT, We, GABE G. HERNANDEZ and wife, AURORA HERNANDEZ, as Grantors, for and in consideration of the sum of Ten and NO/100 Dollars ($10.00) and other good and valuable consideration, paid by Grantee herein, the receipt of which is hereby acknowledged, have GRANTED, SOUS AND CONVEYED, and by these presents do GRANT, SELL AND CONVEY unto SAVELINA COMPANY, a Texas General Partnership, as Grantee, its successors and assigns, all of the following described real property in Nueces County, Texas, to-wit: Portion of Lot Three (3) , EHLERS GARDEN TRACTS, in Nueces County, Texas, as shown by the map or plat thereof recorded in Volume 6, Page 33, Map Records of Nueces County, Texas, and being described by metes and bounds as follows: E. 1/2 of a tract of land out of Lot 3, Ehlers Garden Tracts, in Corpus Christi, Nueces County, Texas, which said tract of land is described as being 1 acre of land, more or less, out of Lot 3, Ehlers Garden Tracts, situated West of Corpus Christi, Texas, and being W. 165 ft. of that certain tract of land conveyed to Mable Anderson Rutherford by deed recorded in Volume 294, Page 113, Deed Records of Nueces County, Texas and being the same property conveyed to Hubert C. Walters et ux by deed recorded in Volume 314, Page 610, Deed Records of Nueces County, Texas; said 1 acre tract being described by metes and bounds as follows: COMMENCING at point of intersection of W. boundary line of roadway along E. side of Lot 3 and S. boundary line of Lot 3, the SE corner of Lot 3; THENCE N. 17 dog. 30' E. along W. boundary line of said roadway, the same being E. boundary line of Lot 3, a distance of 448 ft. to a point, the NE corner of Mabel Anderson Rutherford Tract, THENCE, N. 78 deg. 22' W. along N. line of said Mabel Anderson Rutherford Tract, the same being parallel to S. boundary line of Lot 3, a distance of 165 ft. to a point in same, the NW corner of that certain tract of land conveyed to Lloyd Magee by deed recorded in Volume 314, Page 613, Deed Records of Nueces County, Texas, for NE and beginning corner of this tract; THENCE, S. 17 deg. 301 W. along W. boundary of Lloyd Magee Tract, a distance of 264 ft. to a point, the SW corner of Lloyd Magee Tract for SE corner of this tract, the same being located in N. boundary line of that certain tract of land conveyed to A. H. Masiran by deed recorded in Volume 269, Page 71, Deed Records of Nueces County, Texas; THENCE, N. 78 deg. 22' W. along N. boundary line of A. H. Masiren Tract a distance of 165 ft. to a point, the 5W corner of Mabel Anderson Rutherford tract and of this tract; THENCE, N. 17 deg. 30' E. along W. boundary line of Mabel Anderson Rutherford Tract a distance of 264 ft. to a point the NW corner of said Mabel Anderson Rutherford Tract and of this tract; THENCE, S. 78 deg 22' E. along N. boundary line of Mabel Anderson Rutherford Tract a distance of 165 ft. TO PLACE OF BEGINNING. To HAVE AND To HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever; and Grantors do hereby bind themselves, their heirs, executors and administrators to WARRANT AND FOREVER DEFEND all and singular the: said premises unto the said Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. This conveyance is made and accepted subject to any easements, restrictions and reservations affecting the hereinabove described property of record in the Office of the County Clerk of Nueces County, Texas, and to ad valorem taxes accruing subsequent to January 1, 1993, which have been prorated to this date. EXECUTED this [� day of November, 1991. Gabe G. Hernandez Aurora Hernar � � Mailing Address of Grantee: Coastal Javelina, Inc. Coastal Tower Nine Greenway Plaza Houston, TX 77046-0995 STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the day of November, 1991, by GABE G. HMRNANDEZ and wife, AURORA HEBNANDEZ. 6»nna <vr'p�ARY 4ip r Notary Pu blxc ate of Texas jjj 1314 t. ,....,�.�;..:4; vet ��r� a;�i 2314wt act 522 WARRANTY DEEM PROX GABS G. HERNANDEZ AND WIPE, AURORA BERNANDEZ TO ITAYSILMA COMPANY, A TEXAS GENERAL PARTNERSHIP AFTER RECORDING RE'T'URN To: NICOLAS, MORRIS & BARROW 545 South hater Street 545 Klee Square Building Corpus Christi, TX 78401 /dw3/pm/herndeed.pm Any al a dr 4 P* ERTY b=km cbba of�Color, RaN�5u,firrPrFxp,Femi:�l$tatusarNatraraldh n,q invaW&M tbuml.=aW uncu MEtiM1.lAW,3112189. MATE OF TSM M Mi'F OF MVECES ibelelllperahm�tJrSrlmtnu+NnlruaFM.4�&t�iMll�elrrr � � � PRMT 3tgegap M Shr do.a KE h the tJma�+o/ad ha!six 4!me,arvd .Ms Y wzs E M[I'AltOEO,In t;w 11tTr�at►t9fR MeaanM of AFIk MVem Cr a y,Tawas as � � rr NOV 710 ♦;"t1�HTr�If F� x MUfOSG01�ffYY,�� CG O• 0 e`�.ir se + 3 h 6'Z 69' IP u t �r ! ra Or ! ! r •L4 ! a ! Aow - r r a y o� vow dt�/vbvo l �—= f �A cr s t YIVV7- /V 3 Q s h [� Ir, U 1 Q� h C16` 2z 0- 2Z r `lr ;'' ry 1, j � � '� �• s _ F- o tiff co o � `r' `Sra•���y � rr '� .1 � ? r AI O.fV 46f- Jt a fr wj 3 55dt5 �Ole t d CJ 6. c 41 p VA. s K Qj b� 4 Q h Q1 .� Qc c I r .. - DOC# 849228 —r WARRANTY DEED DATE: April 2, 1993 GRANTORS: Billy J. Anderson and wife, Elma L. Anderson GRANTORS' MAILING ADDRESS (INCLUDING COUNTY): Route 3, Box 481 Corpus Christi, Nueces County, Texas 78415 GRANTEE: Javelina Company, a Texas General Partnership GRANTEE'S MAILING ADDRESS (INCLUDING COUNTY): Nine Greenway Plaza Houston, Harris County, TX 77047-0995 CONSIDERATION: The sum of Ten and No/100 Dollars (510.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. PROPERTY (including any improvements): TRACT 7 Lot 3"D", Ehlers Garden Tracts, a subdivision in Nueces County, Texas, as shown by the map or plat thereof recorded in Volume 47 at Page 181, Map Records of Nueces County, Texas, reference to the retard of which is here made for a complete description. IRA-L That certain tract or parcel of land situated in Nueces County,Texas and being 55 feet by 145 feet out of Lot 3, Ehlers Garden Tracts according to a map thereof recorded in Volume 6, Page 33 of the Nueces County Map Records and more commonly known as 5405 Eden Lane, Carpus Christi, Texas 78407, and described by metes and bounds in a Warranty Dead dated December 10, 1984, from Ann Blake Gonzales, a widow as Grantor to Billy J. Anderson and wife, Elma L. Anderson as Grantees, recorded in Volume 1945, Pages 351-354, Deed Records of Nueces County, Texas, reference to the record of which is here made for a complete description. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: 1, Grantee accepts the property in its "AS IS" condition, without warranty of use for any particular purpose. Nothing in this sentence, however, shall effect or limit the warranty of title set forth in this deed. 2. There is reserved to the Grantors for the period of time hereafter stated, the right of Grantors, to occupy the property and improvements and use them for their present purposes. This right to occupy shall terminate one hundred eighty (180) days from date of this deed. While in possession of the property the Grantors agree to maintain insurance in the amounts currently maintained on �7) o =P+18 r the property including fire, windstorm and extended coverage,and the liability insurance described below in this paragraph, naming the Grantee as an additional insured. Buyer agrees to indemnify and bold the Grantee Javelina Company harmless of and from any and all causes of action for injury to persons or property on or about the premises whether arising out of their occupancy or not, excluding acts of God, war, plant explosions, catastrophes or strike. Grantors further agree to pay all utility bilis and to suffer no liens or encumbrances to maintain the premises in the present condition and to permit no damage or waste, reasonable wear and tear accepted, Grantors shall save and hold Grantee, its successors and assigns, harmless and indemnify Grantee against aft claims, losses and damages to persons or property, including costs and attorney's fees, incident to or in any manner resulting from Grantors's performance of their rights, duties and obligations under this Warranty Deed, and caused by the willful acts, or sole and/or concurrent negligence of Grantors, or Grantors' agents, employees, or licensees. Grantors further covenant and agree that they will comply with all municipal ordinances of the City of Corpus Christi that require moving permits, and will make no illegal use of the property. In connection with Grantors'possession of the improvements, Grantors agree that until the earlier of one hundred and eighty(180) days from date hereof, or such time as the Grantors vacate the property, Grantors shall keep in full force a liability insurance policy in at least the amount of 5100,000.00 per person, 5300,000.00 per incident and $50,000.00 property damage, said policy naming Grantee as additional insured. 3. Taxes for the year 1993 and subsequent years. 4. This conveyance is further made subject to any and all restrictions, covenants, conditions, visible or known or recorded easements and reservations, if any, relating to the hereinabove described premises, or as shown of record in the Office of the County Clerk of Nueces County, Texas. 5. Tract 1 is subject to reservation of oil, gas and.other minerals in warranty deed dated December 3, 1981, from Jerry Jolliffe and wife, Loraine D. Jofliffe as Grantors to Billy J.Anderson and wife, Elma L.Anderson.as Grantees, recorded in Volume 1808, pp. 527-528, Deed Records, Nueces County, Texas, and there is excepted from Tracts 1 and 2 all oil, gas and other minerals or interest in same, if any, heretofore reserved by Grantors'predecessors in title as shown by the records of the Nueces County Clerk. WARRANTY: Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, GRANT, SELL, and CONVEY to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging unto Grantee, its successors and assigns forever;and Grantor hereby binds herself, her heirs,executors,administrators,successors and assigns,to warrant and forever defend all and singular the said premises herein conveyed unto Grantee, Grantee's successors and assigns,against every person whomsoever lawfully claiming or to claim the same or any part thereof. When the context requires, singular nouns and pronouns include the plural. IN WITNESS WHEREOF,this instrument was executed at Corpus Christi,Texas, as of the date above written. 6-721, 13 y J, rson Elma L. Anderson STATE OF TEXAS • COUNTY OF NUECES AP,ei 4- This instrument was acknowledged before me on the day of40aft+, 1993 by BILLY J. ANDERSON and ELMA L. ANDERSON. EC SHE RYL A MANN 11 Wy'Ahk$TATE 8F TEXAS+ My Comm E*Wv%:hTo.1W Notary P lic, State of Texas AFTER RECORDING PREPARED IN THE RETURN TO: LAW OFFICE OF: NICOLAS, MORRIS & BARROW NICOLAS, MORRIS & BARROW 505 S. Water Street, Suite 545 505 S. Water Street, Suite 545 Corpus Christi, Texas 78401 Corpus Christi, Texas 784071 WARRANTY DEED FROM BILLY J. ANDERSON and ELMA L. ANDERSON TO JAVELINA COMPANY, A TEXAS GENERAL PARTNERSHIP c:omWeeds tarldersonlpar FILED FOR RECORD DOC# 8442.28 $10 04-05-1993 04: 39: 11 ERNEST M. SRIONES NUECES COUNTY r Any plors:ion herein whish nastr!eh tha Sege,Rental or vita of V*described RFAL PRsaFcFli;�eausa cr ane Cotdr, ft Sex,HerrG:rAp,Fa.alaiSx:usw'1:tilal7rr{In.rs Po and—fotta"wader rED,RAI LAW,3/12/a. M REU p p COUNT OF Ft COUNTY OF HifECF5 I h ere by cerliy tw Iyis inatrumtnt was Fl LEB in rua Numi>4r S&QuWedothe daMand alIhBUmaaamNe6hereinbyv. ,and was duly PFC.0ROTO,in Ma D,yic1at Public Ree alds a! Nue tits Wunly,Texas on NF R 5 1953 (9-44-- /l��G"--iY NUECES COUm'Y.rF.1LAS E:XH I BIT A C•w' r r I Lam}° , ri t h f + 7t,• le f �rz f ID��.-.prrrs ro f b Cr h y M ! 61C 1-55 Ps c ti * r d q f 6� T. I r 6 e o n f 7" 'c r cs fih '':'�' '• I J. BB•�: b9z.9 b - ' dui v ss - r • �:. r � DC7/ !J')A2 '}�m�" . d o � p• � � .. v � I y e . HRr n n r r n`kl r r " � g ou N a' N �.� f P A 1J � � � •t/.!I+[•A,!'w-"7In vJ: f 3. .,,;�.',/�• �t J r h r j-- p � - �' � .• r * 7 p O J, 4 ti rtl a s a ti y,y�M1, lu A �rl - • �z Ab.� • tis .� o �.�•� o- nr r � Zr K _ �- ►; CJ r1'y � �W � ❑ i In w � _ Qc a o -93Al4do 310 -7 d31 V,?dam' "WLu -- -zggo//-p dU w $i t cvf JIAZ i ti 4 Cdr Y D = ��ee. •v J' In � O �°. J u �Yr Vi U) : I i `pll* _l f �. I• 1 r����• N 1 � " � N hF RI -4QK3; 0) I P _ K. ons rC Y /V .3Q � LO '�► D6--0- ?za cw 414 CIV lu I•-� �� . . . Liz �a� , --s 41 06 `IV U 14 y fir• lk + �► ` —� - — J /, '�- a v L D sy �Ole I a u 6F JL 0 ( J t � 33 E Xtj IB I TT h 40P � R Rogo cA 1 � r Ir � ''fes✓9creJ h 1 r r �fz f 7y ' �s r rs7 i 1 !re 1 1 � 1 �0 r � G h � fei YV g r! I 69yc• T2 n� � I A� qT i q r c 1 f m 7 Ac r-ens t, 1 nf71, �t'r 69•x. 6 r 1:954 w4i 945 401935 GENERAL WARRANTY DEED] THE STATE OF TEKAS f 9NOW ALL MEN 13y THESE PRrSENTS: COUNTY OF NUECES i THAT I, ANN BLAKE GoNZALES. a .icor ari h (hereinafter called Grantors, whether one or more) of Jefferson 1,ouiniana for and in consideration of the sum of TSN AND NO/100 DOLLARS ($10.M and other good and valuable consideration to me cash in hand paid by J. ANUeRSON and wife, EZ,VM 1_ ANDERSON Whose Address is 5409 Eden Lane, Corpus clhriati, Texas 76407 (hereinaft(-r called Grantees, whether one or more) of Nuecea County, Texas, the receipt and sufficiency of which is hereby acknowledged and confessed, AND FURTHER, the consideration of ttie execution and delivery of the said Grantees of their one certain promissory note of even date herewith for the prin- Cipal sum of THIMEN THOUSAND FIVE HUNDRED AND NO1100--------------------- Dollars ($ 13,500.00 ), payable to the order of THE INTERNATIONAL SANK OF CORP'U'S CHRISTI said Payee having advanced such sum of money toward the purchase of the here- inafter described property at the request of the Grantees herein, such note con- taining the usual and customary default, acceleration of maturity and attorney's fee clauses, and being further sec'ored, in addition to the vendor's lien retained herein, by a Deed of Trust or even date herewith to ALLAN J. CHEATUM, Trustee, on the hereinafter described property, HAVE GRANTED, SOLD And CONVEYED, and by these presents do GRANT, SELL AND CONVEY unto the said Grantees all that certain tract or parcel of land situated in Nueces County, Texas, described as follows, to-wit: (see Legal Description an EXHIBIT "A" ATTACHEM rl I 1 This conveyance is made and accepted subject to all restrictions, reserva- tions, covenants, conditions, rights of way and easements now outstanding and of record, it any, in Nueces County, Texas, affecting the above described prop- erty. TO HA V S AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantees herein, their heirs, successors and assigns, and we do hereby bind ourselves, our heirs, executors, administrators, suc- cessors and assigns to Warrant and Forever Defend all and sSngular the said j premises unto the said Grantees, their heirs, succesaors and assigns, d against every person whomsoever lawfully claiming or to claim the same or any part thereof. DEED RECORDS YOL 1945 ia.i 351 ia�fv/Sy- Det F i= 7 0 ,,n,e L(0aaP, rIr -,0 ee-d �r fi EXHIBIT "A" pi(L954 wku 946 VQt 29 5 FACE 352 All that certain tract or parcel of Land situated in Euetes County, Texas and being 55 feet by 145 feet out of Lot 3, Ehler's Garden 'Tracts according to map thereof recorded in Volume 6, Page 33 of the Nueces County Map Records and described as follows: BEGINNING at the southeast corner of Lot 3, Ehler's Garden Tracts and thence N. 17 deg. 30' E. 448 feet to an Iron pin, THENCE N. 78 deg. 22' W. 55 feet to an iron pin which in the northeast corner of this tract and place of beginning; THENCE S. 17 deg. 30' W. 145 feet to an iron pin the southeast corner of this tract; THENCE N. 78 deg. 22' W. 55 feet to an iron pin the southwest corner of this tract; THFNCE N. 17 deg. 30' E. 145 feet to an iron pin In south line of Eden Lane for northwest corner of this tract; THENCE S. 78 deg. 22' E. along the south line of Eden Lane 55 feet to the place of beginning and being the same property conveyed by Cosme Gonzales and wife, Ann B. Gonzales by deed dated January 30, 1963, recorded in Volume 989 Page 122 of the Nueces County Deed Records. i I +:1.9 �y'd•E 907 13UT it is expressly agreed and stipulated that the Vendor's Lien and the Superior Title are retained and reserved against the above described property, premises, and improvements until the above described note and all interest thereon is fully paid according to its face and tenor, effect and reading, when. this Deed shall become absolute: and the Vendor's Lien and the Superior Title are hereby transferred, assigned, sold, and conveyed to THE INTERNATIONAL t3M OF CORPUS CVRISTI the Payee named in said note, its successors and assigns, without recourse. Taxes for the year 1984 having been prorated, the payment thereof is here- by assumed by Grantees, EXF' CUTFD this 10th day of Oecembex 1�G f^ f ON SLAKE GONZALES LAUI5IARA THE STATE OF 7tlf5W-va } -&W6 OF Aim 1 BEFOR E ME, the undersigned authority, on this day personally appeared ANN SLAKE GONZALES known to me to be the person whose name is subscribed to the foregoing in- strument, and acknowledged to me that ahu executed the same for the purposes and consideration therein expressed. GIVEN under my hand and seal of office on this,/ day of. CiirA�'•t'w;, 1984. h Otar Public in and for 3imecvwMAN FeraCfy [MM Louisiana THE STATE OF TEXAS I COUNTY OF NUECES i 13EFORE ME, the undersigned authority, on this day personally appeared i known to me to be the person whose name subscribed to the foregoing in- strument, and acknowledged to me that executed the same for the purposes and consideration therein expressed, y GTVF:N under my hand and seal of office on this day of 19 t I Notary Public in and for Nueces County, Texas f f YOL 2945 -i 353 ji i i 954 141a 909 DEED RFCQRD5 0.'1945 4,L 354 31A1f OF TEXAS =MTV OF MOEOES V 1��CWh th!toil insTrarea�R ws FRED nn tIM data aid d N 1[m�Wnpd hnwm mf:Md�p doh RfIAFtDED,r Vr a1 esaa�r7l 0 of oko y ffuL e FFfAAO9 w'"OcuMf. DEC 18 1984 "+ COUNTY CLERK K MUECES COON"TEXAS w tj Ld C15 . m gZT 5 � V/ ~ F F C (i] m o . W 0 o r 444 . ..... � � • a z I a I a C7 ❑ u m � � i t i Prepared by tho State Bar of Texas 6)r use by lawyers only. Rt:visc 10-85 ®iR1G1NA[ "W.y-� r. WAS WARRANTY DEED AQ E- Bate; April to 1990 CB+Ntrr Ct tk�411 rOGMry tx Grantor: ,john R. Padilla and Gallie Joreene Padilla, Individually and as Independent Executrix of the Estate of Arthur C. Padilla, Deceased Grantor's Mailing Address{includingcounty): c/o John R. Padilla 702 MBank Center North Corpus Christi, Nueces County, Texas 78471 Grantee: Javelina Company, a Texas General Partnership Grantee`s Mailing Address(including county): Nine Greenway Plaza Houston, Texas 77046 Attn: Right of Way Department Harris County Consideration: Ten and Nc/100 Dollars ($10.00y and other good and valuable consideration, the receipt and 'sufficiency of which is hereby acknowledged, Property(including any improvements): A tract of land being 55' x 150' , more or less, out of Lot Three (3) , of the EHLERS GARDEN TRACTS in Nueces County, Texas, more particularly described by metes and bounds in Substitute Trustee's Beed dated November 6, 1962, from Robert Lee Bunting, Jr. , Substitute Trustee, as Grantor, to Arthur Padilla, as Grantee, recorded in Voltune 981, Pages 218-221, Deed Records of Nueces County, Texas; together with all improvments thereon. Reservations from and Exceptions to Conveyance and Warranty: 1. Present restrictions, if any, existing against said property. 2. Existing Building and Zoning ordinances, if any 3. Rights of parties in possession 4. Delinquent tax judgment in Cause no. 88--6796-C. 5. Mineral reservations and easements of record and all municipal ordinances and other matters of record affecting the property herein conveyed. 6. The property and improvements are sold "AS IS", WHERE IS", without warranty of condition or suitability, express of implied. Grantor.for the consideration and subject to the reservations from and exceptions to conveyance and warranty.grants,oils. andconvcys to Grantee the property.together with all and singular the rightsand appurtenances thereto inany wise belonging.to have and hold it to Grantee.Grantee's heirs.executors,administrators,successors,or assigns forever.Grantor binds Grantor and Grantor's heirs,executors,administrators,and successors to warrant and forever defend all and singular the property 10 Grantee and Grantee's heirs,executors.administrators,successors.and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof.except as to the reservations from and exceptions to conveyance and warranty. When the context requires.singular nouns and pronouns include the plural. Signed this 6th day of April, 1990, <7��`.'"� A .�,'� 1,�1 r_��c'�'�S�c.v ��•C.E�Y..d-�. ?c.f'_ C:r" _ 'C� JChn R. Padilla Billie JQre ne Padilla, Individually, and as Independent Executrix of the Estate of Arthus C. Padilla, Deceased (Acknowtet picel) STATE OF TEXAS COUNTYOF NUECI S This instrument was acknowledged before me on the 9th day of April '1990 by JOHN R. PADILLA. ffm AMON Notary Pu c.Slate of Texas Pulik Notary's name(printed):TUMOd 1Q IM Notary's commission expires: (Corporate Acknawtedament) STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on the day of �� .1990 by BILLIE JOREENE PADILLA. No. t'ublir.St [ifTCxas 1 Notary's name(printed): j+ �.-xz w•.reµ Notary's commissionexpires; i'R�.�#LE9t11341V�[f@��f�: �RITI#&I�i1�6� STATE OF TEXAS COUNTY OF TAF WR WT Thij instrument was acknowledged before me an the +��` day of , 1990, key BILLIE JOREENE PADILLA, as Independent Executrix of he Estate of Arthur C. Padilla, eased, in the capacity therein �4y{ .-r_r.,^i'h.r.•>,�:' ..'' Notary PuID11C, State of `�'eX�gy t r• r •p.r3 . f t-tv r. AFTER RECORDING RETURN TO: PREPARED IN THE LAW OFFICE C)F NICOLAS, MORRIS & BARROW NICOLAS, MORRIS & BARROW 505 South Water, Suite 545 505 South Water, Suite 545 Corpus Christi, Texas 78401 Corpus Christi, Texas 78401 (512) 883-6341 o q[a W� r 1 n ! 0 r 1 r �1sz f ». 1 r b I Q • n ai 0 r t q D b rt �9crrs I 'iii 1�!?•w r aA P)dV, , o Or .._• �- 25.98 A C L A T /��� 1i4 -9® YS d 5 IP d c t C 0 22 247.19 9 151 T'eQ_ as Y piv ' h / ely � p�►r �, 13137 Z�gRS �� 4 a LQ 40' uu k ?-0 34 AC �/L' D T y`1. Bac r996Oi try 3. 3q D+, �q nage 2i g�2?tl6 3�` x v.CI a tiCe 0-/o 1 3?n 4' N '4' T C) 9/ J/ STATE OF TEXAS X LORI INAL WAS X COUNTY OF NUICES X RELEASE OF JUDGMENT On duly 14, 1989, City of Corpus Christi and Nueces County, as Plaintiffs, recovered a judgment in Suit No. 88-6796-C, against Arthur Padilla, Defendant(s), seeking foreclosure of the tax lien against: Acct. No. 2197-0040-0240, A tract of land being fifty-five feet by one hundred fifty feet (55' X 150% more or less, out of Lot 3 of the Ehlers Garden Tracts in Nueces County, Texas, as shown by map recorded in Volume A, Page 41, Map Records of Nueces County, Texas Said judgment has been paid, settled and satisfied, only as to the above named Defendant(s) and property, all costs of suit have been paid, and a release of judgment is necessary to clear the title to such property. In consideration of the payment of all taxes in such judgment against such property and all costs of court in such suit, City of Corpus Christi and Nueces County, hereby recite payment and satisfaction of said judgment and authorizes their release of record as to such property only. Dated this the 1 day of April, 1990. LYRbA D. HELTON STATE BAR #09405700 ATTORNEY FOR Plaintiffs STATE OF TEXAS X X COUNTY OF NUECES X Before me, a notary public in and for the State of Texas, on this date personally appeared Lynda D. Helton, tax attorney .for the City of Corpus Christi and Nueces County, Plaintiffs known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and consideration therein stated. Given under my hand and seal of office this the day of April, 1990. Ida Parker i 10A 4 AC ItCli Notary Public, State of Texas yf JUly 29, 1993 Commission Expires: 07129193 12-14-'07 16:23 FROG!- T-430 P002/008 F-928 THE STATE OF TEXAS § COUNTY OF NUECES § 1, the undersigned City Secretary of the City of Corpus Christi, Texas, so certify that the following is a true and correct copy of Resolution No. 027500 passed and approved by Corpus Christ] City Council on November 20, 2007 as same appears in the Official Records of the City of Corpus Christi, Texas, of which the City Secretary's Office is the lawful custodian. WITNESSETH MY HAND and the Official Seaf of the City of Corpus Christi, Texas, this 26th day of November 2007. Armando Chapa City Secretary Corpus Christi, Texas (SEAL) C. � � 00 00 P 12-14-'07 16;25 FROM- T-430 P003/008 F-928 page I of 3 AN ORDINANCE ABANDONING AND VACATING A 30,887,54-SQUARE FOOT PORTION OF THE EDEN LANE PUBLIC RIGHT-OF-WAY, OUT OF LOTS 3, 3A, 4, & S, EHLERS GARDEN TRACTS, LOCATED EAST OF THE MCBRIDE LANE STREET RIGHT-OF-WAY, AND NORTH OF IH37; SUBJECT TO COMPLIANCE WITH THE SPECIFIED CONDITIONS WHEREAS, Javelina Refinery is requesting the abandonment and vacating a 30,$87,54-square foot portion of the Eden Lane public right-of-way, out of Lots 3, 3A, 4, & 5, Ehlers Garden Tracts, located east of the McBride tans Street right-of-way, and north of IH 37; and WHEREAS, it has been determined that It is feasible and advantageous to the City of Corpus Christi to abandon and vacate said portion of the utility easements, subject to the provisions below. (Exhibit) NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. That the 30,887.54-square foot portion of the Eden Lane public right-of- way, out of lots 3, 3A, +4, & 5, Ehlers Garden Tracts is abandoned and vacated, subject to Owner's compliance with the conditions specified in Section 2. below. A temporary utility easement is retained over, under, along, across, and through the abandoned right-of-way until the existing utilities in each easement are relocated or abandoned. The plat of the subdivision is recorded in Volume 6, Page 33, Volume 37, Page 124, and Volume 31, Page 69 of the Map Records of Nueces County, Texas. SECTION 2. The abandonment and vacation of the above utility easement is conditioned upon Owner's compliance with the following: 1) That the Owner pay the fair market value of$23,186.00 within 30 days of the adoption of this street closure ordinance, on a one-time payment basis, for the abandonment and vacation of a 30,887.54-square foot portion of the Eden Lane street right-of-way. 2) Owner must retain the entire 30,887,54-square foot portion of the Eden Lane street right-of-way proposed for closure as a utility easement for the continuous maintenance of all existing public and private utilities within the right-of-way, by the appropriate private and public utility companies. 3) No additional vehicular traffic by refinery tracks will be allowed on the Edea Lane right-of-way, only for utility maintenance purposes or as an emergency entrance or exit. 02750 u•u gra.rtE[arcnaron,ra„r�lanP,ra�ann711I-1'►nRn-anondon-vacale.lavaiinaRBflnerv-L1tilEasement.doc 12-14-'07 16:25 FROM- T-432 P0041008 F-928 Page 2 of 3 4) Owner will be allowed to construct a chain-link fence with gate across the right- of-way with a sign and 24 hour emergency number for utility maintenance access. 5) The relocation of any existing City or private utilities will be done at owner's expense. 6) Upon approval from Council and ordinance issued, all grants of street closures must be recorded in the real property Map Records of hlueces County, Texas, in which the property is located. Prior to Building Permit approval of construction, an up-to-date survey, abstracted for all easements and items of record, must be submitted to the Director of Development Services. uAl=r. n�necti.,, ,���o,,�yansnrla�7nf17114.1�'1llRllahnnrfnn.vsrrafa.lavafin� rlinervUtil�asement.doc 12-14-'07 16:25 FROM- T-430 P005/008 F-928 Page 3 of 3 That the foregoing ordin.qrice was rea4 for the first time and passed to its second reading on this the �� day of 'IE� , 2047, by the following vote: Henry Garrett Priscilla G. Leal 65fil'4 Melody Cooper Jahn L. Marez Aix�� Larry Etizondo, Sr. Nelda Martinez Aor Mike Hummel) Michael McCutchon Bill Felly At That the fgregoing ordinance was read for the second time and passed finally on this the day of ' , 2007, by the following vote Henry Garrett AtAL Priscilla G. Lea} Melody Cooper Aue. John E. Marez Garry Elizondo, Sr. WIG_ Nelda Martinez A(- Mike Hummell Michael McCutchon Bill Kelly PASSED AND APPROVED, this the eS day of 2007. ATTEST: &i�r� Armando Chapa u4nry City Secretary Mayor APPROVED as to farm: November 7, 2007 By: ti .) G ry M Smith Assistant City Attorney For City Attorney 027500 H:1Lr=G.Di R\SharedlGary5lavenda12007\11-131ORD-abandon•vaealojavelinaRefineq-LltiiEnsement.doc 12-14-'07 15:27 PROM- T-430 P006/008 F-928 ENUI:BIT B PIELI7 NATES FV" KIM9 SMUT CLOSURE AND UTIUDLE—AMMENT Boing a 30,887.54 square foot street of varying with known as Eden Lane out of L sot 3, F'hlers Garden Tracts as shown on plat recorded in Volume 6,Page 33 of the Map Records of Nuects County,Texas,also being all of the dedicated street right of way as shown on plat ofNucces County,Texas and a portion of the dedicated street right of vAy as shown on plat of Lot 5,Pfilcrs Garft Tracts recorded in Volume 31,Page 69 of the Map Records of Nueces County, Texas, and being more particularly described by metes and bounds as follows; BEGINNING at a point an the southerly right of way of Eden Lane,the easterly line of a called 0.5 acre tract of land described in Volume 2314, Page 524, Deed Records Nueces County Texas and the northwesterly corner of said Lot 3D,Ehlers Garden Tracts recorded in Volume 47 Page 181 of the Map Records ofNueces County,Texas,and also being the northeasterly corner of a called 0,99 acre tract decd to Costal .1avelina, Inc., for tho POINT OF BEGINNING of the herein described street closure and utility easement; TI91 NCE N 780 22'00"W,with the south right of way lute of said Eden Laney being the:north line of said 0,99 acre tract,at a distance of 165.04 feet pass a point fur the northeast comer of said 0.99 acre tract,being the nm1hwest comer of a called 1.12 acre tract deeded, to Coastal lavclina, Inc. Document number 2007037790 Deed Records of Nueces County, Texas; continuing with the south line of said Eden Lane, being the north line of said 1.12 acre tract;at a distanoe of 72.69 float to a point for the northwest corner of said 1.12 acre tract, and being the northeast corner of Lot 3-A Ehler Garden Tracts, deeded to Coastal Javelina,Inc.Document number 1996031225 of the Deed Records ofNueoes County,Texas;at a distance of 9995 feet to a point for the northwest corner of said Lot 3-A,and being the northeast corner of a called 0.30 acre tract deeded to Coastal davelina,Inc,Document number 873142 Deed Records ofNueoos County. Texas;in all a distance of 525.74 AW to a point on the west right of way line of McBride Lane,same being the northeast corner of said 0.30 acre tract, for the southwest corner of the herein described street closure and utility easement; THENCE N 170 46'21"B,with the west right of way line of said McErWa Lane,a distance of 59.09 feet to the southwest corner of a called 0.53 acro tract, deeded to Coastal Javelins, Inc. Document number 1998020296 of the Dced Records of Nueces County, Texas; fur the northwest corner of the herein described street closure and utility easement; THENCE S 780 22'00"E,with the north right of way line of said Eden Lane,being the south lint of said 0.53 acre tract, a distance of 172.14 #bet to a point for the southeast corner of said 0.53 acre tract, $erne being the southwest corner of Lot 4 Ebler Garden Tracts recorded in Volume 37,Page 174 of the Map Records of Nucces County,Texas;continuing along the said north right of way line of said Eden Lane,at a distance of 157.43 feet to a point for the southeast coater of said Lot 4,some being the soutbYrast corner of Lot 5 Ehler Garden Tracts recorded in Volume 31,Page 69 of the Map Records ofNueces County,Texas; in all a distance of 525.74 feet to a point on the south line of said Lot 5, for the northeast comer of the herein described street closure and utility easement; THENCE S 176 46' 21- W, a distance of 59.09 feet to the POINT OF BEGMING containing 30,887.54 square fret of land more or lees. Thisfield note description was rom*ed with my[trot supee&lon and available radar& VICTOR S.MEDINA,RPLS#3419 070820,doc August 28,2407 i lrr,3cc� tO r ul� 12-14-'07 16:28 FROM- T-430 P007/008 F-928 411 # � vis 11 a ntt lie 4W so 1 p`N � sil Ly�J44: •'o a'ac fill" 1 Q �1 { gig T 12-14-'07 16:29 FROG- T-939 P008/008 F-928 PACIFIC 4u, [IIVI0 o MARGARET Lliya `� N .� THOMAS U) 37 uj ERIN w HAMPSHIRE SAVAGEE HALL a 35 n LEOPARD 407 ol FraW G m m �0 L PROPOSED LANE STREET S.MR£ SITE MAP CoLosm gNall Eolmo ave , wc+ 05420-00� 17, 1 a as EXHIBIT C 2250 Prepared by the State Bar of Texas For use by Iawyersunty. Revised 10.85. O 19A 5 b.ft syr yu„!T'. QUITCLAIM DEEM Date: Apri1990 Grantor: Bawl R. Burden and wife, Margie J. Burden Grantor's Mailing Address(including county): 5401 Eden Lane Corpus Christi, Nueces County, TX 78408 Grantee: Javelina Company, a Texas General Partnership Grantee's Mailing Address{including county): Consideration- `?eri Ind N01100 Dollars ($10.00) and other good --anclwvaluab,le consideration. Property(including any improvements): A tract of land being 55' x 150' , more or less, out of Lot Three (3) , of the EHLERS GARDEN TRACTS in Nueces County, Texas, more particularly described by metes and bounds in Substitute Trustee's Deed dated November 6, 1962, frorn Robert. Lee Bunting, Jr. , Substitute Trustee, as Grantor, to Arthur Padilla, as Grantee, recorded in Volume 981, Pages 218 -221, Deed Records of Nueces County, Texas; together with all improvements thereon.. For the consideration Graatorquitclaims to Grantee a)I of Grantor's right,title,and interest in and to the property,to have and to hold it to Grantee.Grantee's heirs,executors,administrators,successors,or assigns forever.Neither Grantor not Grantor's heirs,executors,administrators,successors,or assigns shall have,claim,or demand any right or title to the property or any parl of it. When the context requires,singular nouns and pronouns include the plural. David R. Burden M rgi J. !;den (Ac&awkdgmeati STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the day of April ,19 9 0 by DAVID R. BURDEN and wife, MWIE J. BURDEN Not Public.S of Tea '� Notary's name(printcd): SNEiiy -:sq �5 Notary's commission expires: • ([.'nrpnraee ArknnwlMgrneee� rernssnl`�•• STATE OF TEXAS COUNTY OF I'hiS inS[roment was acknowledged be=fore me on the day of '19 by of a corporation•can behalf of said corporation. Notary PUblic•State of'iezas Notary's name(printed): Notary's commission expires: AFTER RECORDING RETURN TO: PREPARED IN THE LAW OFFICE OF: NICOLAS, MORRIS & BARROW 505 South slater Street 545 Klee Square Building Carpus Christi, TX 78401 L• V RELEASE OF ALI,, CLAIMS STATE OF TEXAS * KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES That the undersigned, DAVID RAY BURDEN and wife, NSARGIE JOYCE BURDEN, of Corpus Christi, Nueces County, Texas, for and in consideration of the sum of TEN THOUSAND AND N01100 DOLLARS ($10,000.00) , in hand paid by JAVELINA COMPANY, a Texas General Partnership, receipt of which is hereby acknowledged, voluntarily and knowingly execute this release with the express intention of effecting the transfer of all of their right, title and interest in and to the property described below, and the extinguishment of all obligations, claims and causes of action of any nature whatsoever, against JAVELINA COMPANY, the partners composing said partnership, their agents, employees, contractors, successors and assigns. The undersigned, with the intention of binding themselves, their heirs, executors, administrators and assigns, do hereby convey to JAVELINA COMPANY, its successors and assigns, all of the undersigneds' right, title and interest in and to the property at 5401 Eden Lane, Corpus Christi, Nueces County, Texas, described in the Quitclaim Deed, a copy of which. is attached to and made a part of this release, and do further expressly RELEASE AND DISCHARGE, JAVELINA COMPANY, a Texas General Partnership, the partners of JAVELINA COMPANY, and their successors and assigns, from all claims, demands and causes of action which the undersigned ever had or now has or may have or which the undersigned' s heirs, executors, administrators or assigns may have or claim to have, against JAVELINA COMPANY, its partners, its successors and assigns, creating or arising out of the operations conducted by JAVELINA COMPANY, its partners, agents, servants, contractors, sub-contractors, and all persons working under them, for damages and injuries to property real or personal, and for all personal injuries to the undersigned, known or unknown, caused by or arising out of that certain construction taking place on the property of JAVELINA COMPANY, adjacent to the residence occupied by the undersigned at 5401 Eden Lane, Corpus Christi, Nueces County, Texas. DATED this 4th day of April, 1990. DavidRay �Buden �Marlei c 2 • f r STATE OF TEXAS COUNTY OF NUECES BEFORE ME, the undersigned authority on this day personally appeared DAVID RAY BURDEN and wife■ MARGIE JOYCE BURDEN, who acknowledged to me that they executed the above and foregoing Release of All Claims for the purposes and considerations therein expressed and in the capacities therein stated. ,tip :;�-• Notary Public, State of Texas \dw3\pm/release.pm 3 771423 L vc;t 2297PAGE 354 WARRANTY DEET] STATE OF TEXAS * KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES THAT, We, JUAN VELA VILLARREAL and wife, GUADALUPE VILLARREAL, and PETRA V. VIILARREAL, a widow, as Grantors, for and in consideration of the sum of Ten and NO1100 Dollars {$10. 00} and other good and valuable consideration, paid by Grantee herein, the receipt of which is hereby acknowledged, have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT, SELL AND CONVEY unto JAVELINA COMPANY, a Texas General Partnership, as Grantee, its successors and assigns, all of the following described real property in Nueces County, Texas, to-wit: All of Lot Two (2) , and the West Twenty-Three Feet (W. 231) of Lot Three (3) , Block Two (2) , BEST ADDITION, an addition to the City of Corpus Christi, Nueces County, Texas, according to map or plat of said addition recorded in Volume 1, Page 21, Map Records of Nueces County, Texas. TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever; and Grantors do hereby bind themselves, their heirs, executors and administrators to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. This conveyance is made and accepted subject to any easements, restrictions and reservations affecting the hereinabove described property of record in . the Office of the County Clerk of Nueces County, Texas, and to ad valorem taxes accruing subsequent to January 1, 1991. EXECUTED this day of Sf- m , 1991. Q�C�V-L W" 2 - Juankyela Villarreal Guadalupe Villarreal Petra V. Villarreal, a widow Mailing Address of Grantee: Coastal Javelina, Inc. Coastal Tower Nine Greenway Plaza Houston, TX 77046-0995 STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the day of September, 1991, by JUAN VELA VILLARREAL and wife, GUADALUPE V IAARREAL 00 �... Not ry P blitat of Texas y l`�!: hlai3ry Public.51ata of Tek as ,; + !Mp Cornmi;sion Lxpires 16.12 92. e 6• vi112297PAGE 355 r � VOL 22.97PAGE 356 STATE OF TEXAS COUNTY OF NUlCES This i ru en_ t �as acknowledged before me an the �4 day of , 1991, by PETRA V. VIrL.bRRR�Lr a widow. N tary u c, to Texas My ptavisien cbd7 which Rshicts ft Ue,f"U?of uw of ttSc dascrit►sf F1FRL P&aPERTY boeamse❑!Race.Cakr, Re��Ean,Ses,tlnndi€x�,ft.ti'i21 States or?.stiR'�1 Grigbn.ss InmWand uneA, TAc*udaFECEPALL.L.M.3112M. ,,V+° 1FlRILE R. COLLIER �4� t TAffmm ���Cfry r � ; F!atary Pub ic,State of Texas .1 p.°Fp;F,'�•.. . . s •o.s` My Gammiss}nn Expires 10-12.92 f rsrcls�ckr>�T?R;�?tis i+rtrmr'1 vae f;i ExfnfrFs Hrahb� §C4fetm ar ;J.I:tcG"Id,a V r-c AAX.rhl h.O%r1 by rre,and wn 4,jly rQa:AbLifY, i1; we K;da Fund; Rc wft �'f RL4L WARRANTY DEEB FROMITY thovit wkp{lt rages in .SEP. x 7 1M FROM JUAN VErA VILLARREAL, ET AL ,� TO JAVELINA COMPANY, A TEXAS GOAL PARTNELSHIP AFTER RECORDING RETURN TO: NICOLAS, NORRIS & BARROW 505 South Water Street 545 Klee Square Building Corpus Christi, TX 78401 xt,. ode d:/ward/coastwd2.pm.ry 3 .rr-ICI s•S'.4 r1^ ^f i .°o ,00 os ,rs•on x.ef.r+r o •a � lli P o ° I � ` O N w •o A �.. ° a Ur- aw 13 ` - h t t4i ti ;oF 1 y 4!'Cf1 ]Y.Oir.11'f m� � �I�I 1. .. •66F sLo�f p612 � rr� !b7 - 017-i o 4' s D l W ti 7 4 V -4.o -7 S �+ Y•. '. b G �I I L i f i — � J t J I arf WARRANTY DEED STATE OF TEXAS * KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES THAT, I, CAROLINE B. HINNANT also known as CAROLYN B. HINNANT, widow of M. E. Hinnant, Deceased, as Grantor, for and in consideration of the sum of Ten and NO1100 Dollars ($10.00) and other good and valuable consideration, paid by Grantee herein, the receipt of which is hereby acknowledged, have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT, SELL AND CONVEY unto .TAVELINA COMPANY, a Texas General Partnership, as Grantee, its successors and assigns, all of the following described real property in Nueces County, Texas, to-wit: The East Twenty-Seven Feet (E. 271) of Lot Three (3) and the: West Thirty Six and Five-Tenths Feet (W. 35. 51 ) of Lot Four (4) , Block Two (2) , BEST ADDITION, an addition to the City of Corpus Christi, Nueces County, Texas, according to map or plat of said addition recorded in Volume 10, Page 21, Map Recards of Nueces County, Texas. TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever; and Grantor does hereby bind herself, her heirs, executors and administrators to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. VOL 2311 p4GE 55 VOL 2311 PAGE 56 This conveyance is made and accepted subject to any easements, restrictions and reservations affecting the hereinabove described property of record in the office of the County Clerk of Nueces County, Texas, and to ad valorem taxes accruing subsequent to January 1, 1991, which have been prorated to this date. TNCECUTED this L day of , 1991. y Caroline B. Hinnan A/K/A Carolyn B. Hinnant Mailing Address of Grantee: Coastal Javelina, Inc. Coastal. Tower Nine Greenway Plaza Houston, TX 77046-0995 STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the + day of 0 CZ4-a,, , 1991, by CAROLINE B. HINNANT. ' ar `r+ r Notary Pubi c, tate of Texas ti ;ww:. ..... :r fin,. ,..yr` ;#���•.,,�. 2 r WARRANTY DEED FROM CAROLINE 8. HINNANT TO JAVELINA COMPANY, A TEXAS GEffERAL PARTNERSHIP AITER RECORDING RETURN TO: NIC©LAS, NORRIS & BARROW 505 South Water Street 545 Klee Square Building Corpus Christi, TX 78401 Ir w C7 V Any provisfem ketM trMch resWctx the Sale.ReWff m c3 the desccribod KAL PROPERTY because at Race,Cato►, �e?��iuti scx,tiar,�i�p,Fsmiiiaf 5lc^?nx ar katlara!0 1a l;rva.14 and crenfa-c-We undri FEM LAIN, _ , ..,...... ._ T",iE���.rEinFi�hcnrl►tr :frz:a h7 m,and Ji. r,t i? '4r 1'_' i; rtccrdl cf REAL CC OCT 3 1 10M :1) d: /word/coasthin.pm.ry Y cc 3 -���` ACES Cdilt4f'1.SExILS 7.. 7 v ot. 2311 PAGF 57 Iy +Zr � r11('I 1 � ry a ,00'x.P S!''CC1?N,111r.7'1 O � or j r tV It y O KS rq lkt R ° o � f i� l ,oc m. 0 ■ _° e I N h lb I N ti yr pro 0 II t f,ell • F � � n iy �+ �7 .rte"6►(' -�.PF'.dI ' "'„'.�`...�� faG b t r v h 19 c� R u 7C.3. - ' w - - W �z o n �r y ^� 06$1 2-/g0 Aj -.a � �•er' �i 128 r' -,5o 4-R I� a �� .� r3 . r J L O-r 1 7 7 O /3cJ. a ZEp44r �I.IS r rra7 S.h f r2�75 A ar � DOC# 802239 TRLLSTEE'S I)LED (131'SUBSTLTI-7E TRL'STE-E], County:NUECES Deed Date: April 7th,1992 Date of Sale: April 7th, 1992 Grantor: Jim Hovey as Substitute Trustee Grantee: .1AVELINA COMPAM, A TEXAS PARTNERSHIP CIO NICOLAS, MORRIS & BARROW, ATTORNEYS 505 S: Water Street, Suite 545 Corpus Christi, Texas 78401 Consideration: S 19,310-00 Property: THE EAST 1350F LOT FOUR (4),AND ALL OF LOT FIVE(5),BLOCK TWO(2),BEST ADDITION, A SUB1D1 VISION OF THE CITY OF CORPUS CHRISTI,TEXAS,AS SHOWN BY THE MAP OR PLAT THEREm RECORDED 1N VOLUME 10,PAGE 21,MAP RECORDS OFNUECES COUNTY,TEXAS, TO WHICH REFERENCE IS HERE MADE FOR ALL PERTINENT PURPOSES,AND OTHERWISE KNOWN AS 5429 UNION STREET,CORPUS CHRISTI,TEXAS 7840-1409 WHEREAS,on December 8, 1980, Nicolas G.Llanes,Jr,A Baron Sole granted,sold and conveyed the property described above(thc"Property")to Jess Hay as Trustee,his/her/thea SucC::S�nrS or substitutes,in trust,to have and to hold,together with all and singular the rights and appurtenance thcrr.to ir. dny +6sc belongine to secure the payment of a note(s) pursuant to a Deed of Trust record cd s[ CI-rRK'S rl"_(yji-l5, VCILUjME 1(,7--, 1'ACilr ZbO in the Real Property Records of Nueces County,Texas to 1,vhich reference is made for.1 detailed description of the note(s) and the terms and conditions of the Deed of Trust; WHEREAS,LOMAS MORTGAGE USA,INC. as the legal owner and holder of the note(s) and beneficiary(the"Beneficiary/)under the Deed of Trust declared a default in the payment obligations of the oote(s)and Deed of Trust; WHEREAS,the declared default was not cured; WHEREAS,the Beneficiary accelerated the maturity date of the note(s)and declared all stuns secured by the Deed of Trust to be immediately due and payable; WHEREA1 ,the Bcnefici;,r} removed the original Trustee and any preliousiy appointed Substitute Trustee and appointed and retlues[cd UT-WItOr w sen•e a5 Sui stitute Trustee and sell tae prr7pertv in accordance with the Deed of Trust and apply the:pros eds of the s<G'.: tc the wdebtedaess in accordanceµitb the Dc--d of Trust; WHEREAS,IXT111--n Noticc of Accelcratioo and of Trustee's Sale was mailed to a'.l debtors obligated an the debt, filed with the County Clcri .end postal at the Courthouse door (and in rwo other public places if required)of Nueces County,Texas,at!cast Iwrn[% one dav, prior to the date of sale indicated abovc; W 4EREA5.on The dliIc of s.i,e indicated above,between the hours of 10:00 AM and 4:00 PM and within three hours of the notice t,,e...tYi:st tine:t.,f sale,Grantor proceeded to seii the property at public auction at the covered area at the Lipan Street entrance of the County Courthouse of Nueces County,'hcxas and a[ m-struck off the properly to the Grantee nama ab+n;; 'c r the consideration described aha�e,it hems;the highest 1[d; NOW,THEREFORE,by vir[ur of the authorityeonferrcd bythe Beneficiary upon C;ramor as Substitute Trustee as authorized by the Deed ul Trust. :tnrs inn the consideration described a}.o:e, C'rt:!ntor zrawu , sclfs and conveys the property, together with all and singii:ar tP n4,hts and appurtenances thereto in any vise bclonf rfe.,tu Grantee and its hairs, cx,.cutors,administrators,successors or assigns forever,to have and to hold it to Grantee,and Grantor binds Nicolas G.Llanes,Jr.A Baron Sole hisfhcr/their heirs, t,ssiKns, excCutcars, administrators and successors to warrant and forever defend all and singular the. property to(;ranl(:e.and Grantee's heirs,executors,administrators,successors and assigns insofar as is authorized by the Deed of Trust, :against every person,whomsoever lawfully claiming or to claim the same or any part thereof. �c�c�p�r;911i „ ! "IRI)F F F)- -1 rustee's Deed by Substitute Trustee Revised 1119/91 Case Number LH-A-65552 Loan Number 07-10-27541 File Number 4567-M-6746 When the context requires,singular nouns and pronouns include the plural, Jim H Sues% ULC T PSIce This instrument was acknowledged heCare me this day of April, 42 by Jim Hovey,Substitute Trustcc. Not blit K F4VFh.TRQY ARY Pl18LIC ate of Texas m.Ecy.Q2.1096 Return to7 Riddle& Brown, P.C. 1499 Bryan Street,Suite 2100 Dallas,TX 75201 aA Attn: Foreclosure Department OA Any pruris:aa herein WKIth roaw'-is the Sale.Rental Crum of tha described RUL P"PERfY h=11s9 of Roce,Calor, Relrftlr,Sex,Ffandicap,Farr.'E11 SIN I a or N 560n 11 Origin,is irnmGd and unenforceaLls under FEDERAL LAW,31121$9. STATE Of TM COISHLY OF NISECES 1 htrehylenitythat IriiInstru'vemen FILED ii?FM►lumber Smence on the data and at 1144 tfrns stnv hmcia by gx and was duly RECORDED,In the OttioW Nu he Rontrds W REAL, FROPERTY Nuaces CmiI.y,Tema on APR z 4 1992 COI t-y CLERX FILIECES COUNTI',YMS -1 LED FOR RECORD DOC F10223C 04--24---1992 Gi; 37: C1 HEL T N. E-FtIt"iPJLS' &E-CE3 COUNTY t4lC0F'�'d LIQ- Z TRDEFD -Trustee's Deed by Substitute Trustee Reused 11/19/91 Case!Number LH-465557. Loan Number 07-10-7.7541 File Numhcr 4567-ht-6746 � +,' .SC•vx h .OE'oLf .5' ^�+ � � ea � •}'► ICI V ,nE y � a fl � mow `'loo O-P o to fl y oh V N a n � 14-3 ` Z u 14 `. ' QD t x � d V � j nj �i a ti Q, CO n ra Q ti �ol t'osF Ck W o �' i ap -7 "d rl a f i �• 'rJ (Y � 0�Y9 09- \o �• r ,.(F N IN i� rrte�,, Y 'i `'� • ~ °� oar oi. q n, �-� `[J Q z ov, r �' �I Y V � - h � c� n �V 4' fby e•i�' l!'l7 •'�j 4� ti 9.57. (n � I Yu 23dl�aPaGE 254 775290/ WARRANTY DEED DATE: September 3, 1991, GRANTORS: JOB M. RAYMOND, JR. and wife, BERTHA RAYMOND GRAN'T'ORS' MAILING ADDRESS: P. 0. Box 1690 Corpus Christi, Texas 78403-1594 Nueces County GRANTEE: JAVELINA COMPANY, a Texas General Partnership GRANTEE'S MAILING ADDRESS: Nine Greenway Plaza Houston, Texas 77046 Attn: Right of Way Department Harris County CONSIDERATION: TEN AND 90/100 DOLLARS ($10.00) and other goad and valuable considerations, the receipt and sufficiency of which is hereby acknowledged. PROPERTY: Lot Six (6) , Block. Two (2) , and Lot Five (5) , Block One (1) , BEST, an addition to the City of Corpus Christi, Nueces County, Texas, recorded in Volume 10, Page 21, Map Records of Nueces County, Texas, to which reference is here made for all pertinent purposes. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: There is reserved to the Grantors for the period of time hereafter stated, the right to remove the residence and other improvements from Lot Six (6) , Block Two (2) . ".1nis option for removal shall terminate February 3 , 19,92. Failure of Grantors to remove all improvements within the specified time shall render this option null and void, and the ownership of said improvements shall revert to the Grantee, who without notice, may sell, remove and/or demolish said improvements, as Grantee deems necessary. Grantors, during the option period, shall be solely responsible for all damages, including vandalism, fire, wind, blowing rain, falling debris, or any other damage to said improvements of whatever kind and nature occurring to said property, and shall, at their sole cost and expense insure the improvements until the same are removed from said property and/or revert to Grantee, as set out herein. Grantors shall save and hold Grantee, its successors and assigns, harmless and indemnify Grantee against all claims, losses and r damages to persons or property, including casts and attorney's fees, incident to or in any manner resulting from Grantors' performance of their rights, duties and obligations under this Warranty Deed, and caused by the willful acts, or sole, and/or concurrent negligence of Grantors, or Grantors' agents, employees, or licensees. In the event Grantors exercise grantors' option, Granters will be solely responsible for the taxes attributable to the improvements for the year 1991. Grantors, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, have granted, sold and conveyed, and by these presents do GRANT, SELL and CONVEY unto Grantee, JAVELIHA COMPANY, the property, TO HAVE AND TO HOLD the above described premises herein conveyed together with all and singular the rights and appurtenances thereto in anywise belonging unto ,Javelina Company, its successors and assigns forever; and Grantors do hereby bind themselves, their heirs, executors, administrators, successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed unto the said Javelina Company, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, subject only to the limited right to remove improvements as set out above. IN WITNESS WHEREOF this instrument was executed at Corpus Christi, Texas as of the date above written. J04)M. aymond� -ZrrQ Bertha Raymond ` 2 VOL 2300 WE 255 r � voL 2300 PAGE 256 THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the day of September, 1991, by JOE M. RAYMOND,, JR. and wife, BERTHA RAYMOND. Notary Publtc, State of Texas ,'G,�t�•► •`+ice,;,,.�.ig,� ��'` WARRANTY DEED FROM JOE M. RAYMOND, JR. , ET UX. TO JAVELINA COMPANY, A TEXAS GENERAL PARTNERSHIP AFTER RECORDING RETURN TO: R NICOLAS, MORRIS & BARROW 505 South Water Street A"ProriOonkerelnwhich mfttthe Sale.Rertlxfnrase 545 Klee Square Buildingof Wdiscribedd REAL PNPOTY beam of Race,Color, RsFigion,Sex,Hat&ep,Familial Stttusor fd2t oul Dri&,is I Carpus Christi, Texas 78401 ha slid and amenlonmble ander FEDEML UW,3/12/89. (l ,A VAn OF TUM WtNM OF NL)ECES tMrebrteryf vtA1t hirs't,tuntwssrilECinFik lumber SW- on Uu dwte ar+1 et tine L'r.3a eimpid txrei�-1 by me,arrd `� wo dft REC�tlRDID. in 'he 01k,,lai Public RecOn31 of REAL V� _ Pilt>pEN'IY NVK43 CWntT 1`043 Un a: wa OCT 3 1991 J`� Xmonwd.pit.ry Li Q~•3 ��o e . p� 3 CwNlY CLERK A NUEaS CUL'HiY,lfll� ■52 2 »Sq Prepared by the State Bar of Texas for use by lawyers Only. Revised IDBS. r - O 1405 11r dm 5. N.a r,— z= RELEASE OF LIEN r• _ Date? September 3, 1991 c. °p Note Date: December 31, 1980• Original Amount: Twenty Thousand Light Hundred and NO/100 Dollars ($20,800.00) Maker: Joseph M. Raymond, Jr. and wife, Bertha Raymond payee Harry B. Ahrens and wife, Mary Agnes Ahrens Date of Maturity: December 31, 1995 Holder of Note and Lien: Mary Agnes Ahrens, Individually and as Community Survivor of the Estate of Harry E. Ahrens, Deceased Holder's Mailing Address(including county): 19422 Lazy Valley Dr. Katy, Harris County, TX 77449 Nolo and Lien Are Described in the Following Documents•Recorded in: Warranty Deed dated December 31, 1980, recorded in Volume 1765, Page 89, Deed Records, Nueces County, Texas. Deed of Trust dated December 31, 1980, recorded in Volume 1.675, Page 50, Deed of Trust Records, Nueces County, Texas. Property(incltiditig'any iritprovenientsj!obkt io Lien: Loi `Six, (6), -Block ,Two::(l) BEST ADDITION, an addition to the ,City..'of Corpus °Christi, Nueces County, Texas, according to .the;'map or,.plat.'recor�ed in Volume 10, Page 21, Map Records• af•Nueces-County`, Texas. Holder of the note acknowledges its payment and releases the property from the lien.. When the context requires,singular nouns and pronouns include the plural- VUt;' pAuE 259 2300PAG,, 260 Mary Agne Ahre., , Individually and as Community Survivor of the Estate of Harry E. Ahrens, Deceased (Ackrsawle"i t) STATEOFTEXAS COUNTY OF This instrument was acknowledged before me on the 2727Z day of September '199, by MARY AGNES AHRENS, Individuallyand as Community Survivor of the Estate of Harry E. AhrenE, Deceased. ��j,ffifJWC1' Notary Public,Starecxas Ndwy Ptb k Notary's name(primed): ]'`7�GAL 2. STATE OF TEXASI e s Rotary's commission expires: e0vow".Ew.Awl,t" (Corporate Acknowledpamu STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of '19 by of a corporation,on behalf of said corporation. Notary Public,State of Texas Notary's name(printed): Notary's commission expires: AFTER RECORDING RETURNTO: PREPARED IN THE LAW OFFICE OF: NICOLAS, MORRIS & BARROW NICOLAS, MORRIS & BARROW 505 South Water Street 505 South Mater Street 545 Klee Square Building 545 Klee Square Building Corpus Christi, TX 78401 Corpus Christi, TX 7B401 Any envision kereln rrrith utricle the Sa'e,RontaS or use of rie ftvi!ed W;.!,FROFFR.TY twmear.of Rate,Color, i Re gon,5c;lSar.4:tsAiatai1id3talQrVRasm:atGripin,is �, invelld erd wientuca3C a lrrttEr FFBERJtI iAYI,311Pd891 nrATE OF T"ks rl V CDWM OF HGKS W• q tnetehfccni`;Ih;1tsS,r ry: rrtrs;=liflln.lfSf jnLW r �,s yrque�tcb on t1!CeM trC^t 1?Et:i,.. Y. rnA renin Ay nee and Ln V Mn !edl REUAVE6,:7:1 GF;,- ?0!r ltwnlr of REAL ei � L PROPOM ktevc C viv.lcc:,:n "' .� OCT 3 1991 � s o > WO� ®R)-, ccurnrc�xaK HCE�:.'i C6tiPiCY,Tt'Y!S 'er"7 77lowr.rd � Y d � � .al•os� 5E I to ,7y ov • loc.IIS c� n I n an'as ft orl A's r.rl's c — wl o k .ti a o I af � ti k ij i [ h TrI y a, u n :r LU _ I O ry� O V v I1 Ar ti 1 N n ly V r•/Ly,� ti lir y- ,YC'AP r rI ti e] r �11.�►�s.�� � ��� � add � dew r �6n1 � 1 � + r _ 1 N ` A � f i3�_fi�- � .3uj say l �G3,l8 e i C3 AJ r78 r; a-p 1_0 ',i �i 247• C-Q,tY o 'C 50 �8 _3 q 7'fAC7! O �a3p.' a �p[q CIS .rr•rFr ,s'�'2,F" DE'rL/ ^ ox Ili d-a 0t r► ►tr ' ,96•'crl '�•,NF.II ,00 O-P Si'aFr A,86rlr-r Nb � o M o� � •d C w � � 4 b a O IZ) o � d a `TO y y!u a eo � � 1. a � --- !' ; •a 1 � I V) k op fes"' i a H i ,oao-r s 'OU fif fir.N A � i n � h nJ -706 ' k o seg to �10 l► IN. � / M a , � V h 4' Iti n ��-•I.y t7� � r 1 os;. OT r a r D K , =� N o on 1'0 a 19Na� n u o,ry i v. D� C v co X Y 41 C, � + i O = I qk 10 Q ° � v •� o tJ `� 7 °' o N (00 oor h' 6 '+ V N3 LI -3 t r.2 (a � �� Dr � 7 •LC � � �f. � � Ir}• .w_. L ry 1 I WARRANTY DEED njTl-DATE: September 2—, 1993 DOC# 876740 GRANTORS: Juan C. Garza and wife, Hortencia M. Garza GRANTORS' MAILING ADDRESS (INCLUDING COUNTY): 5425 Union Street Corpus Christi, Nueces County,Texas 78407 GRANTEE: Javelins Company, a Texas General Partnership GRANTEE'S MAILING ADDRESS (INCLUDING COUNTY), Nine Greenway Plaza Houston, Harris County, TX 77046 ATTN: Right of Way Department CONSIDERATION: The sum of Ten and NO1100 Dollars(51().00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.. PROPERTY: Lot Seven (7), Block Two (2), BEST ADDITION, a subdivision, City of Corpus Christi, County of Nueces, State of Texas, as shown by map or plat thereof, recorded in Volume 10 at Page 21, Map Records, Nueces County, Texas. ENVIRONMENTAL WARRANTY: Grantor hereby represents and warrants to Grantee as follows: (a) That Grantor's occupancy, operation and use of the property (including the buildings, improvements, fixtures and equipment forming a part thereof) have not violated any applicable laws pertaining to health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the- Resource Conservation and Recovery Act of 1976 ("RCRA"),the Texas Water Code and the Texas Solid Waste Disposal Act, and this re pros entatior,and-warranty would continue to be true and correct following disclosurewtvjhe applicable, governmental authorities of all relevant facts, conditions and_circurnstances, ifs any, pertaining to the subject property. - (by Grantors agree to fully indemnify and hold Grantee harm less`fiorn-all-losses, costs and damages resulting from Grantor's breach of this expres's warranty and Grantor understands and acknowledges that without this express warranty Grantee would not consummate this transaction. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: (1) There is reserved to the Grantors the right to remain on and occupy premises herein conveyed for a period of 60 days after execution of this deed. During the period of occupancy reserved by Grantors, Grantors shall be solely responsible for all damages,including vandalism, fire, wind, blowing rain,falling debris, or any other damage to said improvements or the property of others of whatever kind and nature occurring to said property. Grantors shall save and hold Grantee, its successors and assigns, harmless and indemnify Grantee against all claims, losses and damages to persons or property, including costs and attorney's fees, incident to or in any manner resulting from Grantor's performance of their rights, duties and obligations under this Warranty Deed, and caused by the willful acts, or sole and/or concurrent negligence of Grantors, or Grantor's agents, employees, or licensees. (2) Any easements,exceptions or reservations affecting this property and of public record in Nueces County, Texas, to the extent they are valid and in effect. (31 All zoning, platting and use ordinances and requirements of the City of Corpus Christi, Texas. Grantors, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, GRANTS, SELLS, and CONVEYS to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging unto Grantee, its successors and assigns forever; and Grantors hereby binds themselves, their heirs, executors, administrators, successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed unto Grantee, Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. When the context requires, singular nouns and pronouns include the plural. IN WITNESS WHEREOF,this instrument was executed at Corpus Christl,Texas, as of the date above written. Pan�C. Garza Hortencia M. Garza STATE OF TEXAS § COUNTY OF NUECES § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on thisa,10, day of September 1993, by JUAN C. GARZA and wife, HORTENCIA M. GARZA, Notary Public, Statk of Texas � cul L*S 4 "�.-• — . c:Ipm f dQedSiparra Ipar AFTER RECORDING PREPARED IN THE RETURN TO: LAW OFFICE OF: NICOLAS, MORRIS & BARROW NICOLAS, MORRIS & BARROW 505 S. Water Street, Suite 545 505 S. Water Street, Suite 545 Corpus Christi, TX 78401 Corpus Christi, TX 78401 5121883-5341 512/883-6341 a _ M WARRANTY DEED FROM JUAN C. GARZA and wife, HORTENCIA M. GARZA TO JAVELINA COMPANY, A TEXAS GENERAL PARTNERSHIP FILED F2R RECORD DOC# 8767401 $11 09--29-1.993 018: 17. 56 E:RNEST M. BRIONES NUEC ES COUNTY AccoTh�OrTbltseRswddcllresbkI U*Sal%Rertiv�e CR1ae doTttM RM PRDPM because u!Race,C*i, Sa+44lud1caR6rndWSbtnorRxkftlOti0n,is barer asld ur eslkacwflle utldc FEDERAL LAW,3!UM. STATE Of TFW coutm of Nutus IherabyeettirythatMthuine isiatwoPLEDlnFileRunW Sevuenp on The date and+I 1h time#m:ped herein by me,and was dutr RECORDED.in the O"kal Public Rnmds ai Humes Cduny,Texas an lEl 2 919$3 MUEM HUNT]'.TEXAS 4 ' f t t 1 i i s E •{ i ti� .a s�vs M J 4q� = I D ,00 OS •rens!A ir.if F I h 6 ry a � ,nE 5 LM i e l l I 4 ` � I I I t• `ry el a �rr�t o 3 h rI V a � � a v oIs V ti p ;CF lk— o u Fj 9,r nu M,or.rrr 01 PC Ap Y ■'/C! iY iN r O ■' ■ f h Y 0 ❑ Q � �d ��OFF' �� V y ZI m W F N Or m � o,� s o� I ! l 1-9 4 rn 1 'W a� ❑ !� 06 ❑ 'ZI e cil 101 v" Fn n 7 4 a 0q) r ol (14 ! 4 /V3� s. 01 i J WARRMTY DEED DATE: December 31, 1992 DOiC# 841742 GRANTORS: Esther Pauline Pineda, a widow (sometime erroneously called "Anther Pouline Pineda) GRANTORS' MAILING ADDRESS (INCLUDING COUNTY) : 4501 Hamlin Corpus Christi, Nueces County, TX 78411 GRANTEE: Javelina Company, a Texas General Partnership GRANTEE'S MAILING ADDRESS (INCLUDING COUNTY) : Nine Greenway Plaza Houston, Harris County, TX 77045 ATTN: Right of Way Department CONSIDERATION: The sum of Ten and NO/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. PROPERTY: Lot Eight (8) , Block Two (2) , BEST ADDITION as shown by map or plat recorded in Volume 10 at Page 21, Map Records of Nueces County, Texas ENVIRONMENTAL WARRANTY: Grantor hereby represents and warrants to Grantee as follows: (a) that Grantor's occupancy, operation and use of the property (including the buildings, improvements, fixtures and equipment forming a part thereof) have not violated any applicable laws pertaining to health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") , the Resource Conservation and Recovery Act of 1975 (RCRA") , the Texas Water Code and the Texas Solid Waste Disposal Act, and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the subject property. (b) Grantor agrees to fully indemnify and hold Grantee harmless from all losses, costs and damages resulting from Grantor's breach of this express warranty and Grantor understands and acknowledges that without this express warranty Grantee would not consummate this transaction. RESERVATIONS FROM AND EXCEPTIONS To CONVEYANCE AND WARRANTY: (1) There is reserved to Grantor the right to remove all improvements from the premises herein conveyed. This right of removal shall terminate ninety (90) days from the date of this deed. Failure to remove all improvements within the special ed time shall terminate such right reserved by Grantor and tie ownership of the improvements shall pass to the Grantee, o without notice, may sell, remove and/or demolish that improvements as Grantee deems necessary. During the ninety (90) days reserved by Grantor for the removal of said improvements, Grantor shall be solely responsible for all damages, .including vandalism, fire, wind, blowing rain, falling debris, or any other damage to said improvements or the property of others of whatever kind and nature occurring to said property. Grantor shall save and hold Grantee, its successors and assigns, harmless and indemnify Grantee against all claims, losses and damages to persons or property, including costs and attorney's fees, incident to or in any manner resulting from Grantor' performance of her rights, duties and obligations under this Warranty Deed, and caused by the willful acts, or sole and/or concurrent negligence of Grantor, or Grantor's agents, employees, or licensees. Grantor further covenants and agrees that she will comply with all municipal ordinances of the city of Corpus Christi, including environmental permits and requirements, and shall secure any required moving or demolition permits. In connection with Grantor's possession of the improvements, Grantor agrees that until the earlier of ninety (90) days from the date hereof, or such time as the improvements are removed from the property, Grantor shall keep in full force a liability insurance policy in the amount of $100,000.00 per person, $300,000.00 per incident and $50,000.00 property damages, and said policy naming Grantee as additional insured. (2) Any easements, exceptions or reservations affecting this property and of public record in Nueces County, Texas, to the extent they are valid and in effect. (3) All zoning, platting and use ordinances and requirements of the City of Corpus Christi, Texas. Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, GRANTS, SELLS, and CONVEYS to Grantee the property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever; and Grantor hereby binds herself, her heirs, executors, administrators, successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed unto Grantee, Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. When the context requires, singular nouns and pronouns include the plural. IN WITNESS WHEREOF, this instrument was executed at Corpus Christi, Texas, as of the date above written. Esther Pauline P neda STATE OF TEXAS COUNTY OF NUECES THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of February, 1993, by ESTBER PAULINE PINEDA. Notary Public, State bf T&Xatr•rC p, -7 a AFTER RECORDING PREPARED IN THE .,.�1��.�'4 . RETURN TOS LAW OFFICE OFt „,.:. . VICOLAS, MORRIS & BARROW NICOLAS, MORRIS 6 BARROW 505 S. Water St. , Ste. 545 505 S. Water St. , Ste.545 Corpus Christi, TX 78401 Corpus Christi, TX 78401 512/883-6341 512/883-6341 2 WARRANTY DEED FROM ESTHER PAULINE PINEDA TO JAVELINA COMPANY, A TERAS [GENERAL PARTNERSHIP 4 r�RECORD : 5-1 3©4: -2E4: NEST M. BRIOS4S NU NEST COUNTY Am ^ """"o rasbiatl t�e5�ld error n!e 01 Ces des AW REAL PROKM ber�Rse a1 RaC&Calor. gq,Hagiml mal UramOfMRAL li�lllM�31r1 � =ad NIIOI =o 1 STATE Of TEOZ cougY OF Nl1ECE5 Iheren}c0INf halihisimtlaasesdrs2F1 oi���bX $6puen%on lbs dote and el She ume*rn*R was duly 9F:CORu0.In Ihs O(kb[PubHC RecaCf of Hu",CouhtY,TExis on FEB 5 1853 4cmt,,'TV W�RdKl■ PM/my c:1Pm\javelina\pineda.034 3 DOC# 841743 AF'FFpAVIT C7F FC3EIelTFTR' STATE OF TEXAS § COUNTY OF NUECES § Esd*r Pauline Garza, of lawful age, and being; first duly sworn, upon her, oath disposes and says: That her name is F-sthe.r Pauline Garza, that she was formerly known as Esther Pauline Pineda, that she is presently 45 year= of age, and is now and has been over her lifetime thoroughly and intimately acquainted with Esther Pauline Pineda, her mother, a current resident of Nueces County, Texas.. That she is familiar with the land situated in Nueces County, Texas, described as follows: Lot Eight (8), Block Two (2), BEST ADDITION, a subdivision,, City of Corpus Christi,. County of Nueces, State of Texas as shown by the map or plat thereof, recorded in Volume 16 at Page 21, Map records, Nueces County, Texas. That Esther Pauline Pineda, now or formerly the owner of or having interest in the above described lands in one and the same person as Asther Poulin Pindea. That affiant is informed that the name of the person hereinabove mentioned appears in the records of said county relating to the above described lands a follows: As_ Asther Pauline Pineda,in that certain instrument recorded in Volume 891 at Page 412 ,Deed Records, Nueces County, Texas; T As Asther Pauline Pineda, in that certain instrument recorded in Volume 213 _ at Page 496 Oil and Cas Records, Nueces County, Texas; w T Further affiant sayeth not. Esther Pauline Garza, Affiani 4027 Brenner Ct. Sugarland, Texas 77478 r' Subscribed and sworn to before me thislL day of December 1992, 1, gx6jFlAdit OS TBYab i r my can r•=A' Notary P blic for State of Texas BRIDGgET F DUPLECRATN Ae11 ��� tb�tsu�se�a Ra�a�°I�°'r • ,�,•I STATE OF TEXAS t• 41N WL K sm HrndiuRi< �fS°f uW8 171df! diad'W&WW COUNTY OF NUECE5 § This instrument was acknowledged before me by Esther Paulin^ C;arza on L&day of December, 1992. Notary Public for Stafe of Texas N ICtlrf 6s rldrrl�, $ r5lg� .�'•� BRIDG�,T F DI7PLEC�IAIN My commissslon expires: (print or type nam l yL1•LL•CNAfN Ndery ` h1y Catr'm�rn Fx�� FILED FOR RECORD STAFB 6F Tuts AOU 8341743 $6 MURTT or Nutces Q2-i35-1993 Q4:24'4(1heAaarcrrttymrrmaisarv�ertrartlELkaFzaNus AEA''RNESSCTT H�.y��BFRI�4HE�;`��rr n€G ROFi',�ft ° amara NUECES CbUNTi pweteS Caanlr.fexet un of �WnOCILI FEB 5 1983 L r c3u)lrr CURK Nutct.s t; UNTr,tt]IA4 y . AF=P i"^y 1r C31- 1-iEIR5HIP STATE OF TEXAS § DOC* $41744 COUNTY OF NUECES § BEFORE M£, the undersigned authority, on this day personally appeared Esther Pauline Pineda Garza, known to me 10 be a credible person above the age of 21 years, who by me being duly sworn, deposes and says, to-wit: That her name is Esther Pauline Pineda Garza , that she was formerly known as Esther Pauline Pineda, that she is presently _45 years old and that she is now and has been over her lifetime thoroughly and intimately acquainted Leith ^h:a n•.,rrilal history and heirship of her father, Pablo Pineda, Deceased, and that she makes the folluw!r; -(,rr.,rzents from her own personal knowledge. That the decedent was married one tirn,� and one time only to Esther Pauline Pineda on or about the year 1947. To this marriage was born the following named children and only the following name chitdren and no other children were ever raised, claimed and/or adopted by Pablo Pineda and Esther Pauline Pineda. Esther Pauline Pineda Garza, a daughter, whom currently resides at 41727 Brenner Ct., Sugarland, Texas 77478 and; Pablo Pineda, Jr, a/k/a Paul Pineda, Jr, a son, whom currently resides at 517 Dixon, Corpus Christi, Texas 78408 That Pablo Pineda died on or about April 1U, 1965 survived by his wife, Esther Pauline Pineda and the above named children, all of whom are currently living and above legal age. That to the best of affiant's knowledge decedent died intestate and there were no unpaid debts or obligations due by decedent at the the time of his death. No administration proceedings of any type have been had on decedent's estate, as none were necessary. Further affiant,sayelh not. Esther Pauline Pineda Garza 4027 Brenner Ct. Sugarland, Texas 77,4478 Subscribed and sworn to before me this the /A day of 1992. My commi<siun expir�r .- 1,4dr; i'uhlir for Sial of P-d?i X'Li E, I)LITLECiLtIi1 ,.•r.or type name) -. rsr.v 6Fllt7C�:'i f,�J?EECHA[N 9 Hoary Pub .Santa or Texn a r• iAAFC:? 25.1898 STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me by Esther Pauline Pineda Carza on this the'//6, day of �k�L) , 1992. ptSPLECt�Alti hlotary Public, For State of Texas Stara at Texe, NEE Evheas 25.iW6 BRIDGFT F Di1 PELMA N h [ Iprint or type newel L,54"/3 �Ii pfGS� ftlOrrk'5r )4ri—OU) Q[3 �84 744 ECO RD T-1993 04: 24: 47 h1UEOES M. BRI ONES COUNTY Ao>r prorlsion hCreln ahieA risLrk4 tA�r Sate,RBrtsl ar IfSR d the descrIM4 REAL FROMTV tx wse a!Rasa Catae, Raby�'a1.11'u HQAdlCa FamdvJStatusorMaSM190F '0.b laaa�d a 4 ntlaatforceaEte Il!der fEDERAL LAW.3/12194. STATE OF YEW Ci1d W OF AILIECES _ l h-by eetlllY Lhat thB iastrl mectaaf FlLELL 6t flle FhanUenr Seauenre oe the date and at b,lime U po Ircteln by n 2M was duly RECORDED,fir Lhe f1>iEtLW Pt W,Rawrds W Nueiea C-Aty.Texas un 5 1993 .4".A44-"—) WUNTY CLERK MUMS DOUMTY.Tam a I c� 4 I A � I M M'.YA'W IJO. S .SO.OQ• lI'lp'W. mrd.{6 N a c li 4 3a O 4 # Ll n 1 � 0 n a 4 Zll 10 V M1 p o / 4 I I � o � � 1 o Jo e N o 4 S 1! JB'iK I]a..ts' Sa 00' a f r,. a 30+'...Iia.-rr' f L 1 JI.I4` A.v. n,• 4 Sd.A6' 4 I .3p' — Pr,�ar1 ca„ es l �� 6 6 CID cy ti '� C �C •Y w- � �V� �N � v Y V �A ��` �y • � V�� � i A 4 a b bin irc h � ., r `•�' 0 Irl, c ti I r esy y� ❑ w 110 y,� r• SO 7,a7 'fii •' �' v � � �c 6 soAj l 1 All flu v ru ! ' 1//• i39/a 28 - -- - - I� DOC# 8232M0 WARRANTY DEED STATE OF TEXAS * KNOW ALL MFN BY THESE PRESENTS: COUNTY OF NUECES THAT 1, BERTHA DR LA CRUZ f/k/a Bertha Benes, joined herein by my husband, FELIPE DE IA CRUZ, of the County of Nueces and State of Texas for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable consideration to the undersigned paid by the grantee herein named, the receipt of which is hereby acknowledged, have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT, SELL AND CONVEY unto JA.VSLINA COMPANY, A GENWFAL PARTNERSHIP, of the County of Nueces and State of Texas, all of the following described real property in Nueces County, Texas, to-wit: Lot Nine (9) , Block Two (2) , BEST ADDITION, a Subdivision of the City of Corpus Christi, Texas, as shown by map or plat thereof, recorded in Volume 10, Page 21, Map Records of Nueces County, Texas, to which reference is here made for all pertinent purposes. TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said grantee, its successors and assigns forever; and we do hereby bind ourselves, our heirs, executors and administrators to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. This conveyance is made and accepted subject to the following matters, to the extent same are in effect at this time: Any and all restrictions, covenants, conditions, rights-of-way, mineral reservations, mineral leases and easements, if any, relating to the hereinabove described property, but only to the extent they are still in effect shown of record in the hereinabove mentioned County and State, and to all zoning laws, regulations and ordinances of municipal and/or other governmental authorities, if any, but only to the extent that they are still -in effect, relating to the hereinabove described property. � I. The payment of taxes for the year 1992 is hereby assumed by Grantee. Felipe De La Cruz is joining in this document only to convey his homestead interest, if any. Felipe De La Cruz doer not assert any other ownership rights in the property and expressly recognizes that this property is the sale and separate property of Bertha De La Cruz. EXECUTED on this day of 1992. a De La Cruz Felipe De Ea Crux Mailing Address of Grantee: Name: Javelina Company Address: e"%1) STATE OF 'TEXAS COUNTY OF NUECES mh in>strume t was acknowledged before me on this day of 1992, by BERTBA E LA CIRUZ. tier rl� CAROLE R.HILDEBRAN n•A`i� too ary Fubl c, State of Texas Notary Public STATE OF TEXAS MI Comm.Exp.Oct 5.1993 STATE OF TEXAS COUNTY OF NUECES Th ins tome t was acknowledged before me on this le -' day o 1992, by FELIPE DE JA CRUZ. If 01"W"""'I. CAROLE R.HILDFORAN No ary Publ c, State of Texas STATE OF iEAAS T+11Caron.Eaa.Oct 5.1993 AFTER RECORDING RETURN TO: SAN JACINTO TITLE COMPANY 5926 South Staples Corpus Christi, Texas 78413 Gf No. 92-09-108—LH WARRANTY [TEED FROM BERTHA DE LA CRUZ AND HUSBAND, FELIPE DE LA CRUZ TO JAVELINA COMPANY, A GENERAL PARTNERSHIP d:\wd\delacruz.wd A4'j Wm kmb ww m*els the&kRanhi,w w 11 ft 61ROW REAL PRW RTY bxawa o!Reek Cake, W W Y+et�r�mmW under fU RAL W,311171$9: 57AT E OF TDW G9UHiY OF%ceStfi4lftmmwm@�rfYFllkf�l I hereb y +�TrtlY Septxac6 n+iha drte+nd N Ntt WAD mrp�d bads bf re.+� wit duly RECORDER.in Dr QrF'C d PVW Re[ur�d swm onnly.Taxes W SEP 2 2 1962 r.g tl r y a .. — COUNTY CRI[ A 4 JAG J-6 l i i F'.'i".,di h. t r' m. NVECES CGUfliI,IfYAB FILED FOR RECORD DOC# 823210 $9 09---22-1992 09: 32: 41 ERNEST M. 4tr1ES NUECES COUNTY .f'r-■�.r 3".S'orf.00.L/ .j � �: .tet•p,.. 7[ I ` A fl� � i a ,CrO�aS ji'orr Af,vF.dd s' � q � � I � I � o � i a I o hoz n h to � ry°I t•�� o Lk, ti y 1-3 � f � c I ;OE V II � rti7C' o I R D � C � y a N yt'vrr A,j?r.rl'S �_Jlf • R n d d V Of h9 d e w Q J � s a N 10 �� w y i `tip T - -: ' ' F a SZE I► �( -y f J lh o S J] a('� 1 0 5. v �❑ v� mob,s� �1 r n� �✓ � V LM 4. , r 1 of ;I g C-31 o VI ry Llr•yyr • /(.3(7 3 aor `U 9.p I +9" "} 779895 WARRANTY DEED STATE OF TEXAS * KNOW ALL MEN BY THESE PRESENTS: COUNTY ❑F NUECES THAT, We, TOMAS G. GARCIA and wife, NORBERTA L. GARCIA, as Grantors, for and in consideration of the sum of Ten and NO/100 Dollars ($10. 00) and other good and valuable consideration, paid by Grantee herein, the receipt of which is hereby acknowledged, have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT, SELL AND CONVEY unto JAVELINA COMPANY, a Texas General Partnership, as Grantee, its successors and assigns, all of the following described real property in Nueces County, Texas, to--wit: Lots Ten (10) and Eleven (11) , Block Two. (2) , BEST ADDITION, an addition to the City of Corpus Christi, Nueces County, Texas, according to map or plat of said addition recorded in Volume 10, Page 21, Map Records of Nueces County, Texas. TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and i assigns forever; and Grantors do hereby bind themselves, their heirs, executors and administrators to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. v a i 2314 ROE 305 o� 23MME 30b This conveyance is made and accepted subject to any easements, restrictions and reservations affecting the hereinabove described property of record in the Office of the County Clerk of Nueces County, Texas, and to ad valorem taxes accruing subsequent to January 1, 1991, which have been prorated to this date. $XECUTE© this 6th day of November, 1991. Tomas G. Carcik Norberto L. Garcia Mailing Address of Grantee: Coastal Javelina, Inc.. Coastal Tower Nine Greenway Plaza Houston, TX 77046-0995 STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the day of November, 1991, by TOMAS G. GARCIA and wife, NORSERTA L. GARC A.��%{1jj111„r,,, !, as �'�{A ♦ � No cry Pu ic, State of Texas WARRANTY DEED FROM TOMAS G. GARCIA AND WIFE, NORHERTA L. GARCIA TO JAVELINA COMPANY, A TEXAS GENERAL PARTNERSHIP AFTER RECORDING M!'prarts)art hare!n p�hlch n�irb the Sale,ReAtrforam RETURN TO: at the deScr�Rc`Ci! F�PLidfy C�caasa ai Rack Solar, NICOLAS, MORRIS & BARROW ilte^.;dcsdar„<:a,x.hh ut�da;FEF+.'i7k:iAW.afl�l89. 505 South Water Street SFpTEBriEkA; 545 Klee Square Building Wmias Corpus Christi, TX 7840 lhaxPuy,er';ta3tlni�irsrarne�#�aatEGIeF,�Hw:�er wa veace on�Sis ua'a a"d 611110 bac 9 w--!d hwein Gy me,aM +vgj truly RECORDED. in t�" vas+w j'uiW ROmb of RF, PhOi'RTY kua+w�Caunry,i axes an NOY 61991 -� C"Ty CURN NVEMS mm.=a9 �0 rn d :/word/coastgar.pm.ry 2% c') -72 z ::0o 3 h VOL 2314 PAGE 307 4 ti •� 'rte o � V 00 OS' S►'pCl)K,9F.1!"f � O O � y k k + ti til�u b O 10 IT Q, O(N wI o D Is i 1.5 v + kzk i a pr ars «.Fr.li r tol ,pG p.f —YT Dfl•A.vr.it 1 1W b f I N � 13J }.b ; 13 3o.vs 263.16 to 0681- f 7 7 7- a ti 0 50 4 0 f_ .4�3Q. 7' Q - - - - hl JL i y M ww R n()e CIS 1 . - ' ��• o .moo- �� �E.P(gr I yloi 1.0 I; � IZT 7,5 � . 4 V ,gyp OS' ,If'PF/:1f.fP5 3' _ o t ar f A 3 l ° y h I U I tl J ry rr� �,II � h �•c i� t.�/ u� N 5 qv + LU � I T i `tlf° b ti it o f ' ° a 9f•ori �r-Vr.11'l �� "'0 os r -or. 5,or.it ' .ry iv v � _ rr ar f a E3 P Y3540 5 �L d 3o.ys ?C.J, F y a 0681_2� 4 d Aj i 4 '5 , C-S � 9 � 's Doc# 7 7381 WARRANTY DEED DATE: Cr'to-Ak GRANTORS: Willis dean Coon, acting by Randall Earl Coon, Attorney-in-Fact Randall Earl Coon, Individuaiiy Robert D, Coon Peggy Lee Matlock Joni Mae Crowdis Lori D. Baldwin Grantors are the surviving husband and children? of Bonnie Marie Coon, deceased. The property herein conveyed is the separate property of each Grantor, and is not part of any Grantor's homestead. GRANTORS' MAILING ADDRESS (INCLUDING COUNTY): c/o Randall Earl Coon 7505 Timber Ridge Court Fort Worth, Tarrant County,Texas 75179 GRANTEE: Javelina Company, a Texas General Partnership GRANTEE'S MAILING ADDRESS (INCLUDING COUNTY): Nine Greenway Plaza Houston, Harris County,TX 77046 ATTN: Right of Way Department CONSIDERATION: The sum of Ten and NO/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which Is hereby acknowledged. PROPERTY: "5401 & 5405 Union Street, Corpus Chrlstl, Texas, described as Lots Twelve(12)and Thirteen 113), block 2,BEST Addition to City of Corpus Christi, in Nueces County,Texas,as shown by map in Volume 10, Page 21, Map Records of Nueces County, Texas." ENVIRONMENTAL WARRANTY: Grantors hereby represent and warrant to Grantee as follows: (a) that Grantors' occupancy, operation and use of the property (including the buildings, improvements, fixtures and equipment forming a part thereof have not violated any applicable laws pertaining to health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act of 1976 (RCRA"), the Texas Water Code and the Texas Solid Waste Disposal Act, and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts,conditlons and circumstances, if any, pertaining to the subject property. (b) Grantors agree to fully indemnify and hold Grantee harmless from all losses, costs and damages resulting from Grantors' breach of this express warranty and Grantors understand and acknowledge that without this express warranty Grantee would not consummate this transaction. 3151, - 0,A� - -- q -7�2Al RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: (1) the restrictive covenants appearing In Volume 333 at Page 156 of the Deed Records of Nueces County,Texas. (21 Mineral Reservation In dead dated June 7, 1978. Recorded) in Volume 1589, Page 972, Deed Records of Nueces County,Texas,from Ruth Jones as Grantor to Willis D. Coon and wife Bonnie M. Coon as Grantee. (3) Oil and Gas Lease from Willis D. Coon to Welton E, Cox, dated August 17, 1977 and recorded in Volume 324 at Page 58 of the Cit and Gas Records of Nueces County,Texas, to the extent that such lease Is still valld and In force. All rights of Lessors are specifically conveyed to the Grantee herein. (4) Oil and Gas Lease from Willis D. Coon and wife Bonnie M. Coon to SOMCO dated October 29, 1984 and recorded in Volume 388 at Page 517 Corp.of the Ail and Gas Records of Nueces County,Texas,to the extent that such lease Is still valid and in force. All rights of Lessors are specifically conveyed to the Grantee herein. (5) Five foot(5') utility easement across the rear of Lots twelve 1121 and thirteen (13) of Block 2, BEST Addition, and a thirty foot (30') building line along the front of said lot,all as shown by map of record in Volume 10 at Page 21 of the Map Records of Nueces County,Texas. (6) Any other easements, exceptions or reservations affecting these lands and of public record In Nueces County, Texas, to the extent they are valid and In effect. (7) All zoning, platting and use ordinances and requirements of the City of Corpus Christi, Texas. (8) Ad valorem taxes for 1992 and subsequent years which are assumed by Grantee. Grantors, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, GRANT,SELL,and CONVEY to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging unto Grantee,its successors and assigns forever;and Grantors hereby bind themselves, their heirs, executors, administrators, successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed unto Grantee, Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. When the context requires, singular nouns and pronouns include the plural. 2 This deed may be executed In counterparts,each of which shall constitute an original. EXECUTED as of February Cpi 992. WILLIS DEAN COON s by: AdVi Coon. Attorney-ln-Fac andall Earl Coon, Individually Robert D. Coon Peggy Lee Matlock Joni Mae Crowdis Lori D. Baldwin STATE OF TEXAS COUNTY OFTARRANT § r THIS INST UMENT WAS ACKNOWLEDGED BEFORE ME on this day 1992, by RANDALL EARL COON as Attorney-In-Fact for WILLIS DEAN COON. Jj ,:tib=i�, •;�: tf�"-':;:�.= otary Public, State of 7egas 'OF'TARRANT § THIS INST UM ENT WAS ACKNOWLEDGED BEFORE ME on this UC day 1992, by RANDALL EARL CO N.in n s Individual apaclty. Diary Public, State pf To 8 1t1ECES § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of 1992, by PEGGY LEE MATLOCK. Notary Public, State of Texas 3 r This deed may be executed in counterparts, each of which shall constitute an original. EXECUTFO as of February_, 1992. WILLIS DEAN COON by: Randy Earl Coon, Atto y-In-Fact Randall Earl Coon, Individually Robert ooh Peggy Lee Matlock Joni Mae Crowdis Lori D. Baldwin STATE OF TEXAS § § COUNTY OFTARRANT THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of 1992, by RANDALL EARL COON as Attorney-in-Fact for WILLIS DEAN COON. Notary Public, State of Texas STATE OF TEXAS § COUNTY OF TARRANT § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of . 1992, by RAN DALL EARL COON, In his individual capacity. Notary Public, State of Texas STATE OF TEXAS § COUNTY OF NUECES § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of 1992, by PEGGY LEE MATLOCK. Notary Public, State of Texas STATE OF TEXAS § § COUNTS' OF NUECES THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of A 1992, by ROBERT d. COON. MARY ANN PARKER Notary Public State of Teras Notary P blic, ata of Texas `'� `• My Coma Exp. 7-18"5 STATE OF TEXAS § § COUNTY OF § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of 1992, by JONI MAECROWDS. Notary Public, State of Texas STATE OF TEXAS COUNTY OF § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of 1992, by LORI D. BALDWIN, Notary Public, State of Texas AFTER RECORDING PREPARED IN THE RETURN TO: LAW OFFICE OF: NICOLAS, MORRIS & BARROW NICOLAS, MORRIS & BARROW 505 S. Water St., Ste. 545 505 S. Water St., Ste.545 Corpus Christi, TX 78401 Carpus Christi, TX 78401 5121883-6341 5121883-8341 This deed may be executed in counterparts, each of which shah constitute an originai. EXECUTED as of February____, 1992. WILLIS DEAN COON by: Randy Earl Coon, Attorney-in-Fact Ran It Earl Coo , Individually Lb Robert D. Coon Peg gyUer Matlock Joni Mae Crowdis Lori D. Baldwin STATE OF TEXAS § 4 COUNTY OF TARRANT 4 THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of 1992, by RANDALL EARL COON as Attorney-in-Fact for WILLIS DEAN COON. Notary Public, State of Texas STATE OF TEXAS § 3 COUNTY OF TARRANT § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of 1992, by RANDALL EARL COON,In his Individual capacity. Notary Public, State of Texas STATE OF TEXAS § § COUNTY OF NUECES § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of 1992, by PEGGY LEE MATLOCK. k i .......... z!.... otary Pu ic,Mate of Texas ii... This deed may be executed in counterparts,each of which shalt constitute an original. EXECUTED as of February—, 1992. WILLIS DEAN COON by: Randy Earl Coon, Attorney-in-Fact Randall Eari Coon, Individually Robert D. Coors Peg y Lee Matlock ni Mae Crowdis Lor D. Baldwin STATE OF TEXAS § COUNTY OF TARRANT § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of 1992, by RANDALL EARL GOON as Attorney-In-Fact for WILLIS DEAN COON. Notary Public, State of Texas STATE OF TEXAS § COUNTY OF TARRANT § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of 1992, by RANDALL EARL COON. In his Individual capacity. Notary Public, State of Texas STATE OF TEXAS § § COUNTY OF NUECES § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of 1992, by PEGGY LEE MATLOCK. Notary Public, State of Texas STATE OF TEXAS 4 § COUNTY OF NUECES § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this day of 1992, by ROBERT D. COOT. Notary Public, State of Texas STATE OF TEXAS 4 COUNTY OF-TgggAh!"C" THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this y'dmy, ,:�ti•: of_ l''IA,ec.0 1992, by JrONI 9=9kJAW10. �� = �r•'' i'3�3'� 14 Nora Public, State xis y.'••�; STATE OF TEXAS § COUNTY OF—gr�'T' § THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME on this of tiAZO-0 1992, by LORI D. BALDWIN. Nottti�tt ary Fublro`Ha ®KA _�� AFTER RECORDING PREPARED IN THE RETURN TO: LAW OFFICE OF: NICOLAS, MORRIS & BARROW NICOLAS, MORRIS & BARROW 5015 S. Water St., Ste. 545 505 S. Water St., Ste.545 Corpus Christi, TX 78401 Corpus Christi, TX 784011 512/883-6341 51218x33-834 T - 4 - WARRANTY DEED FROM WILLIS DEAN COON, ET AL TO JAVELINA COMPANY, A TEXAS GENERAL PARTNERSHIP EAWP5 I TMWAVEDEED A.mb Filed for Racard 03-23-199. 11 : 16: ❑1 Doc# 797381 21 r ❑O NUECES Count-A+ TX MWX n s =.wtw6wow flmm LAW.w1va st tf OF Tour 1 Q� �� �n«.tr�crr5�ausaY►1 .rAlEal�f mmw c3a �FMIAD. ,w.,o�w�a.�r qua MAR z 9 1992 mwmcm s cx,�am.Tf�At 'Xi a V I ,7i Ol f-l"Or ear y N o ti I � y � a i I � I 4i 40 V I . a ;or ti � a I ti C b u a ,oaoS s ort ,k,rr.1� 1 r � n 7y ra r SI'IL'/ w ' r .2W ^� i3 0 �n � �3 .� sds l '63.18 06 B/_ ' ? 7-/ D Aj Div 5� 4 RI p uej h 'L h r�ALTI rc m 3 �3� S$ , 4s } 4B ! i O lbfS%7 &YdJU C) ijW oialM �. /3 0 11 c3o.ys 4 f f a f 10 I r � ©681_2_�4a 1 toll, 0 �y 7-1 O N 63 AC ,ofR Ca 19 '! r 28 r.i -50 cow Gq�Q , h 7-t-4crrCIS nV .Y 1 Ar„ .r, Dugs 7T51A- JW3FV x nALvx x oV STATE OF TEXAS § COUNTY OF NIECES 5 BEFORE M6, the undersigned authority, on this day personally appeared Peggy Lee Matlock known to me to be a credible person above the age of 21 years, who by me being duly sworn, deposes and says, to-wit, That her name is Peggy Lee Matlock, that she is presently 42 years old and that she is now and has been over her lifetime thoroughly and intimately acquainted with the marital history and heirship of her mother Bonnie M. Coon, Deceased, and that she makes the following statements from her own personal knowledge. That the decedent was married one time and one time only to Willis D. Coon on or about the year 1949. To this marriage was born the following named children and only the following name children and no other children were ever raised, claimed and/or adopted by Willis D_ Goon and Bonnie M. Coon: Peggy Lee Matlock, nee Coon, daughter• • Robert A. Coon, son Randall Earl Coon, son Joni Mae Crowdia, nee Coon,, daughter Lori D. Baldwin, 'rtee Coon,,„r ughter That Bonnie M. Coon, died on or about Jdn[teit 1987 survived by her husband Willis D. Coon and toe above named children, all of whom are currently living and above legal age. ti That to the best of affJant,s knowled de` dent died intestate r� and there were no unpaid debts or oblg4tiorkj: p* by decedent at the the time of her death. No admf,hlstratian pr c . - 'Ings of any type have been had on decedent's estate, as none were necessary. Further affiant sayeth not. Peggy Lee Matlock 5405 Union Street - Corpus Christi, Texas 78407 1992,Subscribed and sworn to before me this the2ythday of February , My commission expires: j �.2 Notary Pukaic for Statedf Texas 70F?ACY M,REYNA + * 1(7 PuhNC. STATE OF TEXAS S ¢W T�. UP,Axe.5,1995 COUNTY OF Ni7ECES S This instrument was acknowledged before me by Pe Lee Matlock on this the 27th day of Februo-W, 1992. C L Not Sr}r Pgblic for Sta of Texas Oracy M. Rayna My commisssion expires: '-�.�.[� ity-oz'typa _ _- . -- -- •�/�/$'1- fop ��- �i �s�� 31SI' y;)-- FI'Le_ dAr6 �F1=�vAu+' � ��1��'rz��, A. ��rz .*�vj A171 Qf CvAl sP rv.(a�—�^t a4, &,/ 7� M p p� re�i¢�lAe Sala f1gW�ne elllr Easflra�+RS�a�M��DrY 6r�ar r�us �t�Watrw�ew+�F�IDw 1#e lwvuo*r yAR 5 i942 Filad for Ricard Q3-Q5-iq4� iD.37;�E, DocR 795"rtu4 i U-00 WECES Counts~ 7X r >DOCH 1998OP0296 WARRANTY DEED Effective Date: May 13, 1998 Grantor: VELMA AILEEN POLLOCK, a single person Grantor's Mailing Address (Including County): 624 Meadowbrook Drive Corpus Christi, Nueces County, Texas 78412 Grantee: COASTAL JAVELINA, INC. Grantee's Mailing Address (Including County): Coastal Tower Nine Greenway Plaza Houston, Harris County, Texas 77046-0995 Consideration: Ten and No1100 Dollars and other good and valuable consideration Property (Including Any Improvements): One (1) acre of land, more or less, in Nueces County, Texas, out of Lot Three (3), EHLERS GARDEN LOTS located about three miles West of Corpus Christi, on Lawrence Lane, said tract being out of the N.W. portion of 21.78 acres known as the Ehlers Tract, which is a portion of the 100 acres known as the Matthew or John Dunn Tract, which is a portion of the Villarreal Grant, Abstract /Il,and being described by metes and bounds as follows: BEGINNING at a point S 17 degree 30' W 802.5' from the South line of Up River Road on the E. side of a 40 foot road known as Lawrence Lane, for the Northwesterly and beginning corner of this tract; THENCE S 86 degree 12' E 330' to a point in the Easterly boundary line of a tract of land conveyed by Claude Eden and wife, to Sherman Eden by deed dated Manch 24, 1943, and recorded in Vol. 288, Page 93 of the deed records of Nueces County, Texas, for the Northeasterly corner of this tract; THENCE South 17 degree 30' West and along the Easterly boundary line of the one acre tract conveyed by Claude Eden and wife to Sherman Eden above referred to, 134 feet to the Southeast corner of said tract for the Southeasterly corner of this tract; THENCE N. 86 degree 12' West 330' to a point on the Easterly boundary line of Lawrence Lane the Southwest corner of a tract of one (1) acre conveyed by Claude Eden and wife, to Sherman Eden by deed dated September 20, 1940, recorded in Vol. 261, Page 260, Deed Records of Nueces County,Texas, for the Southwest corner of this tract;THENCE N. 17 degree 30' E. with the East line of Lawrence Lane, 132 feet to the place of beginning, containing one (1) acre of land, more or less, subject to that portion of said property along the South side used for road purposes, being the same land conveyed to Grantor by Warranty Deed dated April 24, 1964, from Robert L, Webb and Ruby Lee Webb recorded in Volume 1041, pp. 106107, Deed Records of Nueces County, Texas; SAVE AND EXCEP that portion platted as "Lot 4, E1 LERS GARDEN TRACTS", filed for record in Volume 37, Page 124, Map Records of Nueces County, Texas. Reservation from and Exceptions to Conveyance and Warranty: This conveyance is made and accepted subject to the following matters, to the extent same are in effect at this time: 1) Any and all restrictions, covenants, conditions, rights-of-way, mineral reservations, mineral ]eases and easements, if any, relating to the Property, but only to the extent they are still in effect and shown of record; 2) All zoning laws, regulations and ordinances of municipal andfor other governmental authorities, if any, but only to the extent that they relate to the Property and are still in effect; and 3) Taxes for the year 1998. and all subsequent years. Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, grants, sells, and conveys to Grantce the Property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and to hold it to Grantee, Grantee's heirs, executors, administrators, successors, or assigns forever. Grantor binds Grantor and Grantor's heirs, executors, administrators, and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, executors, administrators, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the reservations from and exceptions to conveyance and warranty. When the context requires, singular nouns and pronouns include the plural. i� VELMA AILEEN POLLOCK THE STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on this 14Y�day of , 1998, by 'VELMA AILEEN POLLOCK. STEPHANIE L.9ARRIEVE.S 4 f Nauq pot,smis of texas My C"W40e"EVpw Nota ublic, State of Texas DEC.2,2600 Notary Public, RECORDING RETURN TO: PREPARED IN THE LAW OF'F'ICE OF: Pat Morris Pat Morris NICOLAS, MORRIS, GILBREATH NICOLAS, MORRIS, GILBREATH & SMITH, L.L.P. & SMITH, L.L.P. 5926 S. Staples, Suite A-2 5926 S. Staples, Suite A-2 Corpus Christi, Texas 78413 Corpus Christi, Texas 78413 QS 14W ACOA STJA Vl POLLOC-Y.W D 4lg WARRANTY DEED FROM .l:.•;t ci,-�_ ..,. VENA AILEEN POLLOCK r. TO COASTAL JAVELINA, INC. pRt<t&ff n fieteta Nhkh ru" tts ffier 0'or u:e oT a desar ' REAL MPEM because at Rat4 C*r, "I Sex Hattdzap Famitlalswworketbnnl b IvniW a rme o<orecihte under H0ERA I IAw,3r &4 STATE OF TWS COUNTY OF MUM I hereby teTWY that me i hstnrment yes fRED in File kumbe Sequence on the We a n d v The 1 no sta m ped herein try M&np tray duly RECARO%in Ve 0111c'.1 Public Retard&d M1laecex County,tcn$ 040�� � NUECESCOUNTY,iEEA,S Doc# 1996020296 # Pages; 3 Date a 05-14-1948 Time 03:54:3.0 P.M. Filed & Recorded in Official Records of NUECES CountTK. ERNEST M. RRfONA COUNTY CLERK Ree. $ 13.00 C, ,i 7`9454 WARRANTY DEED STATE OF TEXAS * KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES THAT we, CONGREGATION OF JEHOVAH fS. WITNESSES, HILLCREST ❑HIT, CORPUS CERISTI, NUECES COUNTY, TEXAS, by and through its undersigned trustees, TOM WEBB, TOMMY F. THOMPSON and WILLIE C. SATTERWHITE, as Grantors, for and in consideration of the sum of Ten and No/100 Dollars ($10. 00) and other good and valuable consideration, paid by Grantee herein, the receipt of which is hereby acknowledged, have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT, SELL AND CONVEY unto JAVELINA COMPANY, a Texas General Partnership, as Grantee, its successors and assigns, all of the following described real property in Nueces County, Texas, to-wit: All of Lot Four (4) , EHLERS GARDEN TRACTS, an addition to the City of Corpus Christi, Nueces County, Texas, according to map or plat of said Lot 4 recorded in Volume 37, Page 124, Map Records of Nueces County, Texas. TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever; and Grantors do hereby bind the Congregation of Jehovah's Witnesses, Hillcrest Unit, themselves, their heirs, executors and administrators and successors to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, its successors and assigns, against every person vat 2312RaGF 859 y VOL 23i2PAGE 560 whomsoever lawfully claiming or to claim the same or any part thereof. This conveyance is made and accepted subject to any easements, restrictions and reservations affecting the hereinabove described property of record in the office of the County Clerk of Nueces County, Texas, and to ad valorem taxes accruing subsequent to January 1, 1992. EXECUTED this day of , nvem r /qq� CONGREGATION OF JMOVAH'S WITNESSES, HILLCREST UNIT �- By: TZ,),Zk Tom Webb, Trustee Tommy Fe Thompsonj Trustee Willie C. Satterwhite, Trustee Mailing Address Mailing Address of Grantee: of Grantor: Coastal Javeli.na, Inc. Congregation of Jehovah's Coastal Tower Witnesses, Hillcrest Unit Nine Greenway Plaza 3 o f_ t`7p tit,,L_ - k Houston, TX 77046-0995 2 r' STATE OF TEXAS * COUNTY OF NUECES This instrument was acknowledged before me on the day of /y v vein lic t" _ ► 1991, by TUM WEBB, TOMMY E. THOMPSON and WILLIE C. SATTERWHITE, Trustees of the CONGREGATION OF JEHOVAH'S WITNESSES, HILLCREST TWIT, CORPUS CHRISTI, TEXAS, on behalf of said congregation and in their capacity as Trustees. MIKE ELLIFF Notary Pub l State of Texas * } SUPE t1i 1EIru N1 ComL E*$q&I&19W . �1� ratR�sthe Salty IGe�lder Rte AFTER RECORDING of deu&0 REAM MKRTY WAuca of Race,Fo1or, RETURN TO: SOXHoel�0.Fa�iialStstuserbla�aialCnl 'u,b NICOLAS, MORRIS & BARROW STATE of IMS 505 South Water St. , Ste. 545 COi7wrebyOF UErS Corpus Christi, TX 78401 S IAere6y mdeftoty dattbethh fi sti apedhawabsPLED fn yNun e► P egvenra an ths 6ataana at�n�sttraAM�hueia by n.a, 512/883-6341 was duly RECORDED, to ft of*xiat Pubic Recamb of REAL pRflP' m No=cogft TO=on NOV 41BM WAF2R.ANTY DEED FROM M�lECECal1�11Y' CONGREGATION OF JEHOVAH'S WITNESSES, HILLCREST UNIT TO JAVELINA COMPANY, A TEXAS GENERAL PARTNERSHIP Xi A-'V00 sa33AN kaaiDAlano� /dw3/pm/j ehodeed.pm 16a Nd E£ h h ap Gd C� 080038 a()j a3lij va 23i2 w� 861 p 16or � �r ,l AM 4lJ�ur n -C7 4 � w %{rr N est a?W /71'.•9i• 17rdica ►�d it Sfna �-- `� � f !V L 4T 4 LKERS GARDEN T AC T.5 Berm afrocl of/and cofrrr,rh;7y of 0.47acrr ri?Share 3 Ehlers Garden Troela as s/+o&w'n by rnop of record rrr Yr/*nnr G Page r3 of the Map Recordr, Navices Cowiy rxas sy 8:sr INAW 1"l 7 Ctr/YNINCrYIlM .Fngl'nrdr ,Da to M4yr 1971 Scala 1.,fD fl o as for 610 bo S r'ATT OF T,Ex cov"7y ar Ive ...Ar, a /vnr aur•nar or the /orr0'errrhroted i�r Me est/ached WRO W ���CI5 divk eat to rs /ein held by I.L. Webb th4,11 Th,s t1na1 � �f yedarrd,fabdiiridwd 1=5Shncrrn, e.*dlI 6froels ordaorerrran x as if,aer.+ the Zvnirrqq ar '/c ,r,o,v" d/.ourn, fhol ffria ,rrrop r ros da for fit p4orpose al a6sarrphan Tex,prev 'd r , su un/srr dhrs rn• s. � 2+� wrYhrr1 Six C6. r, �r -v7j'pwM4IL l7rFrt-, .I.rrn r ■rr L f s do .STA r Ar r. Y• 3 9ned arrf°fori arr fl+rd day fiver ana I/y appesrsd B'J JNl+ldNcrfrCL Y6LI�fr4 CO[JNT Y W /V `C;.5, r.fs krrourrl ># me to hr, At oer7oj7s iuhd" nan7crs arc sabscrl�ad to eke al,owledyyed Ilial they aryned flee surras far Mrs purposrr therein dx�ssed Thri frnof �• / 'd and !/,e so4ter a AfB rI NRN having9 hien eranr- P-46ir Works : '•e rydrra her hvsbcLnoC 404'frav,-�qy fir ioms fv//y e,Cp/alhod 10 har bfr me &4a fn�r1'rartt evey/ingly for thepvepoArr ehr-nw expressed awd lha,/.Plan did not' and sea/ of a/fice, this S r4rC• Or 7;F 2 f COV/vrr OF' ! N7rr Hera ;• .E, •r5►ned rauMarlfyV on Ihis deq pdrao,9011 a�paorrod IZ..I. VYs66 jcrieurn fo Covn;yr ]"'e x4v yd nar+r!' it ai+6rrarl'bdW to the {or•oc3o rnatrvrrsenl and 4a rro40 '2/trd lrrrar,6 r fr Carta, a'r, 1 xrr77e for the purposes orra' /is 7�* Cvpaci/y �.frern at04d. o /. 71 and seal of afFrce th.r -�R day of �7 /97!A.ct Covn�,n VC. e ] W7 K"a M, y rc '�4 t. Christ-,, Te xas, c Hr ori re rn an +• •ec.r . Jt Q, 'epoAarad r9++frrriar+nl Xpr near,hrrr,rAy alaclWrH//,a/ ffii+/�v-t/�v�/not rs raleJo .4',V_f4 r I k pd" z•w`� 2.a o Ay r r � _el 4 r a � n 1 �,a• r r T 7..x ' r J7E 1 1 I IO�;err I la 1 r� 0 511 66'7e 72 + n " r r q 6$y � R 1 IVY.,`' , i r V , - - srAc. vELlNE LOT 1 _ 25.98 AC yut.54 l9 $1 ss � LA r 114 I J�_ 0-,10 • ,,� 21,9 • `Q rlS.f 1C G- S r5I J'Q Ac p_/0 gra . r r �9•�•. � rG � t�•,s�' �'S f. gi � c.'q o v r� UJ 8 cZA Lor t � 22T2'©2� � 2/ w R � ' '� �br �,q• ?. 877, ra r.oy SI13So ° .34AC w 8,A Deti"60srzla 2fga-0 iV5� ``nr _Gh . �3 219;±o_'2p0 g, SdRc 3vp - �t�t �A � �i E NCC U4 k / 0 —/0 -`9z DOC# 19vrt'01478e WARRANTY DEED Effective Date: 4yoRlc , 1998 Grantor: MARION F. HOWELL and wife, GRACE BRADSHAW HOWELL Grantor's Mailing Address (Including County): 474 University Drive Corpus Christi, Nueces County, Texas 78412 Grantee: COASTAL 7AVELINA, INC. Grantee's Mailing Address (Including County): Coastal Tower Nine Greenway Plaza Houston, Harris County, Texas 77046-0995 Consideration: Ten and No1100 Dollars and other good and valuable consideration Property (Including Any Improvements): Lot Five(5), EHLERS GARDEN TRACTS, a Subdivision of the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat thereof recorded in Volume 31, Page 69, Map Records of Nueces County, Texas, to which reference is here made for all pertinent purposes. Reservation from and Exceptions to Conveyance and Warranty: This conveyance is made and accepted subject to the following matters, to the extent same are in effect at this time: 1) Any and all res(rictions, covenants, conditions, rights-of-way, mineral reservations, mineral leases and easements, if any, relating to the Property, but only to the extent they are still in effect and shown of record; I 2) All xorvng laws, regulations and ordinances of municipal and/or other j governmental authorities, if any, but only to the extent that they relate to the Property and are still in effect; and 3) Taxes for the year 1998 and all subsequent years. I Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and to hold it to Grantee, Grantee's heirs, executors, administrators, successors, or assigns forever. Grantor binds Grantor and Grantor's heirs, executors, administrators, and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, executors, administrators, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the reservations from and exceptions to conveyance and warranty. When the context requires, singular nouns and pronouns include the plural. M . H—AgO1i'LLL 4E SRADSHAW I3OWELL THE STATE OF TEXAS § COUNTY OF NUECES § This instnunent was acknowledged before me on this .�}�day of 9Ai2 , 1998, by MARION F. HOWELL and wife, GRACE BRADSHAW HOWELL. SHERYL A.MANN NIAVY Nbllc STAT UTEM31 Notary PulAic, State of Texas hry Comm.Exp.Mztcis 16,2061 AFTER RECORDING RETURN TO: PREPARED IN THE LAW OFFICE OF: Mark B. Gilbreath Mark B. Gilbreath NICOLAS, MORRIS, GILBREATH NICOLAS, MORRIS, GILBREATH & SMITH, L.L.P. &SMITH, L.L.P. 5926 S. Staples, Suite A-2 5926 S. Staples, Suite A-2 Corpus Christi, Texas 78413 Corpus Christi, Texas 78413 4SIP:lEnHpQ—WEL4M.WS71ram WARRANTY DEED FROM MARION F. HOWELL and wife, GRACE BRADSHAW HOWELL TO COASTAL dAVELINA, INC. Dae# t99af}14782 pages: 2 Date 04-09-1998 Time : 01:56936 P-M Filed & RecDrded in official Records of NUECES Countyy 71[. ERNEST P1. SRIONE§ 1 COUNTY CLERK Rec. E 11.00 -2- J 7068" 3 ..r..�Nw LLD'� f••y;�� � flrn rhn�I .q 4 LOT 5 V N J v rA�cr Err^ e.-r3 A1�uk O .,. a sr rir r LOE _�.�. � IWtr FRO'«[raNwcr v®b�Tr OF' ED �P, _ r,.._�. _.... rfm stAn Or MAS} f.urs..iCNR'r f.001101, ....�`:p•RING s-+�. �rv�Q�i'+i �._-.� COtJNTT DYTE' MCt8 I ,Cyytn+�rl d�h.C-.."ca.*Ln ••%42 . = w.s.e_•......ra�nv. m. b. 551 �r.�L,G��+•�I�ore�_.,,.�. --- IV? D 119.HENRY E. Gfl�Kw -//�J//y COUNT}[L[Ak.M,1rClr Nr'�' .4 1 r b �V a eOpl f r:Ske' 'vo-- 706WG —� F14p FOR RECO 1 80 0 100 ROOp 300 AIcJ1 ...�Q'AtlDldJr GRAPHIC 6CALE cr-ie' c-a LOT 5 EHLERS GAR EN TRACTS aF,' a �irae? of An ©ut V/ (of 3,eblerf RECORbEo +N Yar.—_._PA6L__ t�nrden Q[/S as showr7 h ma m of re4grd MAP RecoRas as MuC"s COUNrr in C/o/Nme F, a 93 of the Map Records of A'---- -____a'cbr►�In Nueces coun�l 7eaccrS. 4 4 f e-n/TVCIT� 40 r 1 f ,o. J �rx f J h b r � r � Q n � 4fa ti4f r I Of 1 7� r i I M PZa-4- V- V , — _ L()T I 25.98 A C k va.54 r9.SX LA" Ok w7 ID 4j 0 ;.>/ 0_ �s ��,•,� i 9O q ke6 f 21,9 p .11 bl," ar-an r tr r< •/�1�1 � - ow � HCt�"R,r CgR�f+V�S ud '��� aNf i o• 322,x2 .Q , - I ``51 SO AC ?�r 0` p Tk y C�Ig�qI � a' •y O 2 � U DUN, :a .� L07 1�J3S, • 34AC w 2Jg7_ "/oda T 1@to , 8-A .A . �■+�w�a+s `� I a 7 0 we�2�A y(15' SIL �.rr 50Rc Ir r b.�FPO azeg ,�, 3 2�rJ7rlg 2D ,�(L'q'``f� 1 I " I C. Nc� v'(J At. ' Y f 1 r s . • r ' �•itJi l�1� 1f�dEE � ��u�� � , Prepared by the State Sar of Texan for use bs I uwyers only. /;,ao0_0 Revised 10-95. a[Wq Md.-SWWB ••i r.•... WARRANTY DEED Date; November 20, 1989 Grantor: Delta Tijerina Mason 50373177 Grantor's Mailing Address(including county): 1202 Eden Lane Corpus Christi, Nueces County, Texas 78407 Grantee: Javelina Company, a Texas General Partnership Grantee's Mailing Address(including county)! c/o Coastal Javelina, Inc. Right of Way Department Coastal Tower, Nine Greenway Plaza Houston, Harris County, Texas 77046-0995 Consideration: Ten and IVa/100 Dollars ($10.04) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. Property(including any irnprovements): A portion of Tracts One (1) and Three (3), EHLERS GARDEN TRACTS, as shown by Map or Plat recorded in Volume 6, Page 33, Map Records of Nueces Countyr Texas, described by metes and bounds in exhibit "A", attached to this deed and incor- porated by this .reference as fully as though copied at length herein; together with all improvements and all rights and appurtenances attached thereto in anywise belonging. Reservations from and Exceptions to Conveyance and Warranty: 1. Gas line easement granted and reserved in warranty deed dated March 10, 1941 from Claude Eden and wife, Laura Eden to A. H. Masiran, recorded in Volume 269, Page 71, Deed Records, Nueces County, Texas. 2.- Oil and Gas Leases of recorded, but only to the extent they are valid and in effect. Grantor,for the consideration and subject to the reservations from and exceptions to conveyance and warranty.grants,sells• and conveys to Grantee the property,together with all and singular the rights and appurtenances thereto in any wise belonging,to have and hold it to Grantee,Grantee's heirs.executors,administrators.successors,or assigns forever.Grantor binds Grantur and Grantor's heirs,executors,administrators,and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs,executors,administrators,successors,and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof,except as to the reservations from and exceptions to conveyance and warranty. DEED REcolras. When the context requires,singular nouns and pronouns include the plural. vti12i82PaGE 761 MLL3J7 IVlai2i5 VDL 2MPAu 762 Signed at Corpus Christi, Texas this day of November, 1989. i Delia T aerina Mason E (Arkmwledpraem) i f STATE OF TEXAS COUNTYOF NUECES This instrument was acknowledged before me on the `_ day of November 19 89 ' by DELLA TIJERINA MASON /f1 Notary Public,State ofxas 14AHCY BLIIMBERG k-y Notary's name(;primed). h •�•,� } Noarr Pubft Notary's commission expires: STATE OF TEW kir Cameu Exp.Sept.11,1992 (Corporate Ac4nuwtrd,gment] 1 STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of ,19 by , of a corporation,on behalf of said corporation. Notary Public.State of Texas Notary's name(printed): Notary's commission expires: AFTER RECORDING RETURN TO: PREPARED IN THE LAW OFFICE OF: SAN JACINTO TITLE COMPANY NICOLAS, MORRIS & BARROW 600 Leopard, Suite 101.0 P.O. Box 2310 Corpus Chriti, Texas 78401 Carpus Christi, Texas 78403 ATTN: Nancy Blumberg C a wr �f 6 A portion of Tracts One (1) and Three. (3) , EHLERS GARDEN TRACTS, as shown by the map or plat recorded in Volume 6, mage 33, Map Records of Nueces County, Texas, being a portion of the 21 .78 acre tract conveyed to Claude Eden and wife, Laura Eden by Deed dated March 1, 1921, recorded in Volume 135, Page 152, of the Deed Records of Nueces County, 'Texas, and being more particularly described by metes and bounds as follows, to-wit: Commencing at the Northeast corner of Tract One ( 1) of Ehlers Garden tots in the south line of Up River Road; Thence, South 17 degrees 30' West along the ,East line of said Tract One ( 1) . a distance of 595.5 feet to a point in said line, which point is the Southeast corner of a tract of land conveyed by Claude Eden and wife, Laura Eden to R. G. Hillman by Deed dated October 14, 1935, recorded in Volume 217, Page 481 , Deed Records of Nueces County, Texas, for the Northeast and beginning corner of this tract; Thence continuing South 17 degrees 30' Worst along said East line of Tracts One (1) and Three (3) of Ehlers Garden.. Tracts, a distance of 282 feet to a point In said line for the Southeast corner of this tract.; Thence, North 78 degrees 22' West, parallel with the North line of Tract Three (3) of Ehlers Garden Tracts, 154.47 feet to a point for the Southwest corner of this tract.; Thence, North 17 degrees' 30' .East., parallel with the East line of Tracts Three (3) and One (1) of Ehlers Garden Tracts, 282.58 feet a point in the South litre of the S. R. Wallace Two acre tract for the Northwest turner of this tract; I Thence. South 86 degrees 12' East, 34.05 feet to a point being the Southeast corner of a fraction of an acre conveyed by Claude Eden to S. F. Wallace by Deed recorded 1n Volume 216, Page 200 .- Deed Records of Nueces County, Texas; Thence South 75 degrees 531 East, 120.82 feet to a point in the East line of Tract One (1) of Ehlers Garden Tracts, and Place of Beginning, and containing 1 .004 acres of land, more or less. Exhibit „A" To Warranty Deed from Della Tijerina Mason To ,lave l i n a Company vo,L 2182P46E 763 L �ItL 30 iWct12i7 000001� DEED RECORDS tion 2182P4GE 764 d HEED FCR RECORD Kau D 4 n a .4iFHzs r.t r�,X a'�cv�;[at;vrTTx. s ATE OF TEXAS L COUNTY OF NUECES f I hemby cer6ty that this instrument was I ICED on the We and at the time Stamped hereon b}� me: and rro�es dui RECORDED, in the Volume ami Pane of the aamW REwa Of Nueces Caunly,ie.a5,as camped hi re on by me,on NOV 20 1999 ,r7 4 COUNTY CLERK NVEMS COUNty,TEXAS . -y t y 7 40 1r�a �9c 1r rrr -9crrr r a r r �,a• l � 7 r OP) � b r r 6 W AI f 4 J � J'-ep �cre.r y T !, 7-Z 1 V r AWN AW N M � f PAA 6a y r U• 6 Pq,33 a/q) ' 0 L.QT 1 { 25.98 A C � vbe'sw P7,SST ►` �� .. . _. �-. . der r y gD 114 s Lt fir. • 10, REPL fn ++ n• �q// {, r,e •so 9 �F. LO7• . `o c ' Q 6 h for rS •y� , 0 g � � ,�rq� � �j `x/19?.0, Q2�`�`c7-60 ti 14? ;w r, 34 11 4 05% 6uJi r v � rye ti�i ,�c ►O o �•�r+y� qtr*rp`I�{Y �. r a y C. LA ff �.r2S9e J+ + 92�, T�' � �- i �3 ,��as n�• D p. I .�. __A f� ��•r P 1 BA Al C IInS j mA-P ;4P paA-►_spa 4_ el),.5Tle f 7T jO�u� e ' DDC'# 847747 DATE: March 25, 1993 GRANTORS: Helen Heaney Wood, joined pro forma by her husband, .Hobert C. Wood GRANTORS' NAILING ADDRESS (INCLUDING COUNTY) : 5122 Cape Ann Corpus Christi , Nueces County, TX 78412 GRANTEE: Javelina Company, a Texas General Partnership GRANTEE"S MAILING ADDRESS (INCLUDING COUNTY) : Nine Greenway Piaza Houston, Harris County, TX 77046-0995 CONSIDERATION: The sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. PROPERTY (INCLUDING ANY IMPROVEKENTS) : A 1. 289 acre tract of land out of the 5.8 acre Kaler Tract at the SE corner of the intersection of Up River Road and McBride Lane, Corpus Christi, Nueces County, Texas, said tract being out of the NW corner of the Ehlers 21.78 acre tract, which is a portion of the Mathew or John B. Dunn Tracts, out of the original grant to Enrique Villarreal, and being described by metes and bounds in deed from R. W. Andrus, Jr. and wife, Alice Ann Andrus, to H. Gordon Heaney, of record in the Deed Records of Nueces County, Texas, under Clerk's File No. 799919, and being commonly known as 1220 McBride, Corpus Christi , Texas, Nueces County, Texas. BEGINNING at a 1 1/2" .iron pipe in the E boundary of McBride Lane, said pipe bears S 17 degrees 30` W 500 ft. from the intersection of the E right of way line of Mcbride Lane and the S right of way line of Up River Road; THENCE, S. 78 degrees 22' E 395. 30 ft. to a 1/2" iron pipe for corner; THENCE;, 5 17 degrees 30' W 115.10 ft. to a 3/4p' iron rod for corner; ca�Clwresc�arooa.swn�co oa-a3-ss f THENCE, N 86 degrees 12` W 404.70 ft. to a 3/4" iron rod in the E boundary of McBride Lane; 'THENCE, N 17 degrees 30' E 170.50 ft. with the E boundary of McBride Lane TO THE PLACE OF BEG1NNIAG, containing 1.289 acres of land, more or less. TRACT .2 LOT 2-E, EHLER GARDEN TRACT, an addition to the City of corpus Christi , Texas, according to map or plat recorded in Volume 25, Paye 61, Map Records of Nueces County, Texas . RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: 1. There is reserved to the Grantors for the period of time hereafter stated, the right to remove from the property (subject to the rights of tenants) furniture, fixtures (including hot water heaters and electric fixtures) , plants, and shrubs. This option for removal shall terminate two hundred ten (210) days from date of this deed. Failure of Grantors to exercise this option, or to thereafter remove such property within the specified time shall render this option null and void and the ownership of said property shall revert to the Grantee, who without notice, may sell, remove and/or demolish same as Grantee deems necessary. Grantors shall save and hold Grantee, its successors and assigns, harmless and indemnify Grantee against all claims, losses and damages to persons or property, including Costs and attorney's fees, incident to or in any manner resulting from Grantors' performance of their rights, duties and obligations under this provision, and caused by the willful acts, or sole and/or concurrent negligence of Grantors, or Grantors' agents, employees, or licensees. Grantors further covenant and agree that they will comply with all municipal ordinances of the city of corpus Christi, and shall secure any required moving permits. 2 . There is hereby reserved unto Grantor, Helen Heaney Wood, her heirs and assigns, ail of the oil , gas, and other minerals that are in and under the property and that may be produced from it. However, Grantor expressly waives all rights to use the surface of the property for mining, drilling, exploring, operating, and developing the property for oil, gas and other minerals. This provision does not prevent Grantor from using directional or horizontal drilling methods to drill and develop the oil, gas and minerals under the surface of the property. If the interest reserved herein is subject to an existing lease for oil and gas or oil, gas and other minerals, Grantor is entitled to receive the royalties and other CNCN%MK\W00D.aWD\C0 03-23-93 2 benefits that are associated with the interest and payable under the lease. 3 . All easements, exceptions, or reservations affecting these lands and of public record in Nueces County, Texas, to the extent they are valid and in effect. 4 . Rights of the public to use and enjoy a portion of subject property lying within a public road. 5. Pipeline Easement dated July 27, 1990 from Helen Heaney Wood to `Favelina Company, a Texas general partnership, File No. 728539, Volume 2221, Page 435, Deed Records, Nueces County, Texas. 6 . All zoning, platting and use ordinances and requirements of the City of Corpus Christi, Texas, and the 1993 ad valorem taxes, which are hereby assumed by the Grantee. 7 . "Grantor is conveying, and. Grantee is accepting, the property in its "AS IS" , IIWHERE IS", physical condition, "yaJTH ALL 1;AULTS" . Absolutely no warranties, express or implied, are given by Grantor relating to the physical condition of the soil , the improvements, or any other physical component of the property, and to the extent any such warranties are nevertheless deemed given, Grantee hereby waives same except where such waiver is expressly prohibited by law. Nothing in this paragraph shall effect or limit the warranties of title set forth in this deed." WARRANTY: Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, GRANT, SELL, and CONVEY to Grantee the property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever; and Grantor hereby binds herself, her heirs, executors, administrators, successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed unto Grantee, Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. when the context requires, singular nouns and pronouns include the plural. CNC\WRK\WCPMD.SWD\CD 03-23-43 -3- •7. IN WITNESS WHEREOF, this instrument was executed at Corpus Christi , Texas, as of the date above written. -- - _ ._ Helen Heaney Wa Robert C. Woo STATE OF TEXAS § COUNTY OF NUECES t §. � ' .'- •. . ^�This�instrument �aasracknowiedged before me on the day of 4 ' ;'••=1993-,' Jpy HELEN HEANEY WOOD. r ► lWWCY 8L * • = Notary OTATEOF YM Y Pub C, tate of Tdxok W o 8apt t,E,460EI STATE OF TEXAS- § COUTNTY OF NUECES § This instrument-was acknowledged before me on the cy day of _ .. _ . 1993, by ROBERT C. WOOD. NMCY 6LUMBEFO ",ypQ* Notary P ic, State of k9kas STATE OFTM whi ac�.+��sips,r4'�ae AFTER RECORDING RETURN TO: E NICOLAS, MORRIS & BARROW '. 505 S. Water Street, Suite 545 j 8401 I PA,G, SAN IC— t rM-E CCMPAM AMOUNT: .°O PAGES-. .--- - t ---- SAN JACINTO TITLE COMPANY My pmo 1jw 4Wn which mst, t the Ssfe,Rentalor+w of the'"C"bW REAL PROPERTY because of Race,Cotes, pO'OCA Sex,Hank sp,Faclrf iit Stat inus or xer� lqn�ht,is rtid WAYrnerdar $�y FECAL t1lW�3/ jBR FILED FOR RECORD DOC# 847747 $14 03--25-1993 04 : 23 : 47 ERNEST Pl- DRIONE S NUECES COUNTY *13 daft oz+�hry�eaaxs:fgf0infile}� 1.arias on aLPic H of MAR T 5 Ins �X IB�T A ��- 1 r I 9 1 A f 1 r.7Z A 76 1 + � 1D�x.✓!errs +a r 1 ►� r J� d 1 tdi A f 0 Felt.ra �,�►� r f 4 1 r 6974 �. f V41 e TS I b � r J J: dd'F: E9x.9 s 4 � PAW e p—c ti �a at QUI �J"7.� �[;•� 'eF � ❑ 'ti � c � �`+� R ss is In D O V d ri r rY� - clu aor ��y J tFlf F � h 7 li J f �S1 4_,4h� in rl W C-11_ cr � .k? a ss t" J ' � !�J ry' •il •v A. ADT ' ` ' A ?E JV 7)Z . ny 8 AC. IVO/ In ,45e ` 5.8 Arrc 7,�-rct 1,4 a�rf.prr of {ire Zh/er5 217- 4s- 7racy, Altlece.s C av�ly 7�xas CAI SIE I�ZL/.5TE C �a�e �clne 1pGz _car/e 1 40' M: +a+eiy awww _ _ L ' .{f lF'e5-� �• ,w rYY�iree�[feCr'�v d//•'f f.' '� d,/a-//5 ¢�- � .n+s��.*a.unc u..c.s a.rwa.w wo a m cr 2Gor. 9a /dt1' e.ws-vm aa•n+.+nr,n ,wr„x wms o- A2"11 /,6! 1�fv�. ir7 onC. .�a were w w..�}^j ,.e:,.P•• Cai� f p-60 v>!..s iavimv v ti nm„i.•.o.na s ran.m,.vr, .U.�. Pf cp•.�y f' r.v��,v.w v.v mue vcaunw.m�a.m a w.+� vTi �} G !► nn..e-•lse� /� +��,w cm mnn...c..,� /c_ 1Sy ..a.,evs v w cmm nor a re.o raav o 1 Recorded Sept, 4V, 196z Mrs. Henn E.. Cru rle.� G. Na.60855I(waF4A's cm.7 Ste. Gdr'BA. pelor✓elf. d-moi �Jc, THE $FATE 9Y TEXAS STATS Cfa TV-45 0 Ccum cr NIUMS p Calm w H=M Q 8MWI ME, TEE [nPnRSIGRED AUT9)RM, Off TM DAY PER6MkLS.Y APPliARM TYAT X, C. N. M ALtSM, JR, AM TEE U C. K. 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Legal Description: 17.49 acres consisting of various tracts of Dunn Trat, Ehlers Garden Tracts, and Best Addition as submitted by metes and bounds. Acreage of Subject Property: 17.49 acres (40 individual lots) Pre-Submission/Early Assistance Meeting: 7/20/2022 Zoning Request From: IL" Light Industrial District To: "IH" Heavy Industrial District Purpose of Request: Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "IL" Light Industrial Light Industrial, Vacant Government North "IL" Light Industrial Light Industrial, Light Industrial, Heavy Professional Office Industrial, Commercial South "IL" Light Industrial Light Industrial, Vacant Light Industrial, Government East "IH" Heavy Industrial Heavy Industrial Light Industrial, Heavy Industrial Light Industrial, Light Industrial, Heavy West "IL" Light Industrial Public/Semi-Public Industrial Plat Status: Two of the approximately 40 lots are platted. The remainder is not platted. Air Installation Compatibility Use Zone (AICUZ): No. Code Violations: None. Transportation and Circulation FOR McBride Lane Designation-Urban Section Proposed Section Existing McBride Lane Street "Cl" Residential 2 Lanes 2 Lanes Collector 60' R.O.W. 28 Feet Transit: The Corpus Christi RTA provides transit services via Bus Route 27 Leopard with two bus stops near Sammons and Rhode approximately % mile to the south. Utilities Gas: 4-inch WS gas line along the southern end of the property on McBride Lane. Stormwater: Storm ditch along both sides of McBride Lane. Wastewater: 18-inch clay along the east side of McBride Lane. Water: 6-inch waterline along the east side of McBride Lane. 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 Westside Area Development Plan (Adopted February 21 , 1995). Future Land Use Map: Designated Light Industrial, Government. Water Master Plan, Wastewater Master Plan, Stormwater Master Plan: Currently, there are no proposed improvements. Public Notification Number of Notices Mailed: . 16 within the 200-foot notification area • 4 outside the 200-foot notification area Number Returned in Favor: . 0 inside notification area Number Returned in Opposition: 0 0 inside notification area PERCENT IN OPPOSITION: 0% in opposition within the 200-foot notification area Public Hearing Schedule Planning Commission Hearing Date: September 7, 2022 City Council 1St Reading/Public Hearing Date: October 25, 2022 City Council 2nd Reading Date: November 1 , 2022 Background: The applicant is requesting a change in zoning for 17.49 acres consisting of various tracts of Dunn Trat, Ehlers Garden Tracts, and Best Addition as submitted by metes and bounds. Net Zero Carbon One, LLC ("Infinium"), has selected Corpus Christi for the deployment of a small-scale, commercial demonstration project to showcase Infinium technology for the conversion of carbon dioxide and hydrogen into cleaner synthetic fuels and chemicals. The proposed industrial facility is designed to produce approximately 50 barrels of product per day. Net zero is about `balancing' or canceling out the carbon we produce. We reach net zero when the amount of greenhouse gas we produce is no more than the amount taken away. Zero carbon concerns the emissions produced from a product or service — it means no carbons are given off at all. Carbon dioxide will be sourced from the Javelina Facility owned by Howard Energy Partners (HEP) and located in Corpus Christi, Texas, and from other largely anthropogenic sources. Hydrogen will be sourced from the Javelina Plant and from the electrolysis of water using primarily renewable energy. Zoning Report Page 3 The facility and offices will be constructed on property owned by Howard Energy Partners. Construction is expected to commend in 2022 and completed in 2023. The facility will be constructed in the form of a combination of modules and larger vessels. A total of ten fabricated modules will be installed on-site, along with tanks and process vessels. The tallest structure will be 65 feet in height. When operational, the site will employ approximately 22 employees, working in shifts. The employees will be housed in modular offices (1600 square feet) and a control room (400 square feet) of Parking for approximately 25 cars will be provided near the offices. The facility will operate 24 hours a day, seven days a week, 365 days a year, with operations staff on-site at all times of operation. Comprehensive Plan Consistency: PLANCC - The proposed rezoning is consistent with the following Goals and Strategies for Decision Makers: • Economy and Workforce o Corpus Christi has a diversified economy of well-paying jobs that build on existing industry strengths and technological innovation. o Promote the technological strengths of companies in the oil and gas cluster by supporting new product development and expansion into new markets. o Promote strong lines of communication between local government and businesses to ensure timely response to business needs. o Support investment of resources and capacity that support new venture startups and growth. • Future Land Use, Zoning, and Urban Design o Promote a balanced mix of land uses to accommodate continued growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. FUTURE LAND USE MAP (FLUM) - The proposed rezoning for heavy industrial uses is inconsistent with the FLUM and would require an amendment: • Designated Future Land Use: Light Industrial, 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 for the rezoning request and conducted research into the property's 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 the comprehensive plan. As a result of the above analysis staff notes the following: • The proposed rezoning is not consistent with the Future Land Use Map. • However, the proposed rezoning is consistent with many broader elements of the Comprehensive Plan. • Industrial uses are typically located near major transportation routes and are small-to- medium in scale. The site is appropriate. • The proposed development is compatible with the surrounding uses. • Industrial uses are typically located near major transportation routes such as highways, in this case IH 37. 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 recommends approval of the change of zoning. Planning Commission and Staff Recommendation (September 7, 2022): Approval of the rezoning to the "IH" Heavy Industrial District. Zoning Report Page 5 ATTACHMENT A: EXISTING ZONING AND NOTICE AREA RS- TF IH 14 10 7 13 12 11 R S--,6 9 8 4 15 6 I H5 SUBJECT PROPERTY 1-L o 3 16 IH i 2 CASE: 0922-02 °`' '11 wr. Zoning and notice Area { s RM-1 Multifamily1 IL Light Industrial RM-2 Muliifamily2 IH Heavy Industrial k Portland RM-3 Multifamily a PUD Planned Unit 13—Overlay ON Professional Office RS-10 Single-Family 10 _ RM-AT Muhifamily AT RS-6 Singlefamily 6 CN-1 Neighborhood Commercial RS-4,6 Single-Family 4.5 - CN-2 Neighborhood Commercial RS-TF TW.-Family CR-1 Resort Commercial RS-15 Single-Family 15 C.01 JAI S CR-2Resort Commercial RE Residential Estate CG-1General Commercial RS.TH Townhouse rim Sb CG-2 General Commercial Sp Special Pe rmit CI Intensive Commercial RV Recreational Vehicle Park SUBJECT\ CBD Downtown Commercial RMH Manufactured Home PROPERTY CR-3 Resort Commercial - FR Farm Rural H Historic Overlay BP Business Park S,4"tProperty O O�wiers with 200'ba7 r favor 4 owe xihn2b'rdon avme City'OI attached arvrrership table Xin opp vban Cor[)llti - Christi Esri,HERE, LOCATION MAP Zoning Case 0922-02 up k o.o HEP JAVELINA CORPUS CHRISTI LLC DISTRICT 1 Rezoning multiple properties Along McBride Lane, south of Up River Road & north of IH-37 4� From "IL" to "IH" 0 D� db PROPEWN PSS w Rob�twm _ hrlst s SUBJECT\ p I �, PROPERTY �� CI ri,li LOCATION MAP- k ON-VACC EW ROAD City Council October 25, 2022 Zoning and Land Use Proposed Use: RS-TF IH Small-scale, commercial demonstration project to 975 showcase Infinium technology for the conversion of carbon dioxide and hydrogen into cleaner synthetic fuels and RS. 6 chemicals. Area Development Plan: m IH Westside (Adopted February 21, 1995) Future Land Use Map: 975 , I` Light Industrial Existing Zoning: "IL" Light Industrial IH Adjacent Land Uses: • North: Light Industrial and Professional Office (Zoned: NIL) t • South: Light Industrial and Vacant (Zoned: IL) • East: Heavy Industrial (Zoned: IH) OH-37ACCE28mop^D • West: Light Industrial, Public/Semi-Public (Zoned: IL) Public Notification 16 Notices mailed inside 200' buffer IH 4 Notice(s) mailed outside 200' buffer 13 12 11 S-6 Notification Area 15 Opposed: 0 (0.00%) 6 I115 Separate Opposed Owners. 0 IL /.L U In Favor: 0 (0.00%) 16 3 1H 1 2 "Notified property owner's land in SQF/Total square N footage of all property in the notification area = Percentage of public opposition. Staff Analysis And Recommendation • The proposed rezoning is inconsistent with the Future Land Use Map. • However, the proposed rezoning is consistent with many broader elements of the Comprehensive Plan. • Industrial uses are typically located near major transportation routes and are small-to-medium in scale. The site is appropriate. • The proposed development is compatible with the surrounding uses. • Industrial uses are typically located near major transportation routes such as highways, in this case, IH 37. PLANNING COMMISSION AND STAFF RECOMMENDATION: Approval of the rezoning request from "IL" Light Industrial to "IH" Heavy Industrial c S r 0 r T SUBJECT _ jROPER�TI� 1 VA "®*'� " �' —�-_" 17, a IR411 Mit1 + M � CASE: 0922-02 "' N WE S Aerial View Portland Subject Property Coypu s Rob Christi t,N..,...,_. _ SUBJ CE T\ PROPERTY 6W City of Corpus Esri, HERE, LOCATION MAP Christi so �o o� A H AGENDA MEMORANDUM µoRPORPg4 Public Hearing & First Reading Ordinance for the City Council Meeting 10/25/2022 1852 Second Reading Ordinance for the City Council Meeting 11/1/2022 DATE: October 25, 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 14446 Northwest Boulevard CAPTION: Case No. 0922-03 Douglas and Jove Posey (District 1): Ordinance rezoning property at or near 14446 Northwest Boulevard, located along the northside of Northwest Boulevard, south of Riverwood Drive, and west of River Hill Drive from the "RS-6" Single-Family 6 District and the "CG-2" General Commercial District to the "CG-2" General Commercial District; Providing for a penalty not to exceed $2,000 and publication. SUMMARY: The purpose of the request is to bring the land use and zoning together in appropriate zoning classification. The request will allow for the Unified Development Code required buffer zones. The clinic does not and will not board animals overnight. BACKGROUND AND FINDINGS: The subject property is 0.47 acres in size. To the north, properties are zoned "RS-6" Single- Family 6 and are identified with a commercial use. To the south, properties are zoned "CG-2" General Commercial District with a commercial office building. To the east, properties are zoned "RS-6" Single-Family 6 District and "ON" Neighborhood Office District a residence converted to a law office and public/semi-public uses. To the west, properties are zoned "CG-2" General Commercial and "ON" Neighborhood Office with commercial and professional office uses including a restaurant and physician offices. 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 denial of the change of zoning. Conformity to City Policy The proposed rezoning is inconsistent with the Future Land Use Map. Public Input Process Number of Notices Mailed 9 within a 200-foot notification area 6 outside notification area As of September 13, 2022: I n Favor In Opposition 0 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area Totaling 0.00% of the 200-foot notification area* is in opposition. *Created by calculating the area of land immediately adjoining the subject property and extending 200-foot therefrom. The opposition is totaled by the total area of land that each individual property owner owns converted into a percentage of the total 200-foot notification area. Notified property owner's land in square feet/Total square footage of all property in the notification area = Percentage of public opposition. ALTERNATIVES: 1. Denial of the change of zoning from the "RS-6" Single-Family District and the "ON" Neighborhood Office District to the "CG-2" General 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 "RS-6" Single- Family 6 District and the "CG" General Commercial District to the "CG-2" General Commercial District on September 7, 2022. Vote Count: For: 8 Opposed: 0 Absent: 1 Abstained: 0 Staff recommends denial of the change of zoning from the "RS-6" Single-Family 6 District and the "CG-2" General Commercial District to the "CG-2" General Commercial District in lieu of the "ON/SP" Neighborhood Office District with a Special Permit. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. 0922-03, Douglas and Joye Posey (District 1). Ordinance rezoning property at or near 14446 Northwest Boulevard, located along the northside of Northwest Boulevard, south of Riverwood Drive, and west of River Hill Drive, from the "RS-6" Single-Family 6 District and the "CG-2" General Commercial District to the "CG-2" General Commercial District; Providing for a penalty not to exceed $2,000 and publication. 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 appear and 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 appear and 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 being 0.468 acres of Lot 2, Nueces River Irrigation Park Annex 2, as described/shown in Exhibit "A" and "B": the "CG-2" General Commercial District and the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District. The subject property is located at or near 14446 Northwest Boulevard. Exhibit A, which is a metes and bounds description of the property, and Exhibit B, which is a subject property map, is 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 by a fine not to exceed $2,000.00 for each offense; as provided in Article 1 , Section 1 .10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 2 of 5 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 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 5 MURRAY BASS, JR., P.B..,R.P.LS. EXHIBIT A 3054 S.A1-AMFDA,ZIP 78404 NrxoN M. 'WFt-sx, P.E.,it.P.LS. 361 882.5521—FAX 361 882-1265 www.bass•welsh.com a-mall: m urraylr(+j13o1.cpm e•!halt: nixmw(0ao1.com SASS & WELSH EN GIN EERIn G TX Registration No. H-52 Survey Registration No. 140027-00 Y.U. }aux 63197 Corpus Christi, TX 78466-6397 August 9,2022 Proposed Rezoning Being a tract situated in Corpus Christi, Nueces County,Texas, over and across a portion of Lot 2 of the Nueces River Irrigation Park Annex No.2,as shown on the mapthereof recorded in Volume 41 at Page 53 of the Map Records of Nueces County,Texas,and being more particularly described by metes and bounds as follows: BEGINNING at a point in the west boundary of the heretofore referenced Lot 2,whence the southwest corner of Lott bears S 05°02'38"W at 200.00 feet,said point being the northwest corner of thattract rezoned as B-4 in Ordinance No. 17487,for the southeast corner of this tract; THENCE N 05°02'38" E along the west property line of Lot 2 a distance of 101.95 feet to a point for the northwest corner of this tract; THENCE S 84°57'22"E across Lot 2 a distance of 200.00 feetto a point in the east boundary of Lot 2 for the northeast corner of this tract; THENCE S 05°02'38"" W along the east boundary of Lot 2 a distance of 101.96 feet to a point for the southeast corner of this tract; THENCE N 84°57'22""W across Lot 2 a distance of 200.00 feet to the POINT OF BEGINNING forming a tract embracing 20,392 square feet(0.468 acres). ................... BASS,JR. ............... ~ : Bass. R.P.LS. 'Y•�•aS a Isla y Note:Basis of gearing is the west line of Lot 2 from the referenced map of record. MBJ:sab 22015-Field Note-Rezoning.doc EXHIBIT "A" Page t of t Page 4 of 5 ltt1�1- BCH BIT B a `y c b,4y w4 R S- ����z cQ O SUBJEGr PROPERTY CG- 2 CN- CG-2 ON MOR.THWES T+BLVD F R. C-G-m-2 CASE: 0922-03 .. , ,. SUBJECT PROPERTY WITH ZONING ® Odem S Subject Property A-1 Apa MEMHM1 DVjkg ,1 - .:. .. Art Aq-t end House Debk AB Plllk"OM.DkiWd AT T1rn-l-T—I6tDMct SUBJECT-, B-1 rrelgmo-lmouHLSn a _ _ -_ -.: - .... PROPERTY B-1A WlghbGmoatl BLSf Glee'Ict B12 Baror.B'AlreM a159'Idl R-2 B-v Ba11er Isar?BUWre D%W BA cr;= ks k t., B-3 Hmness Gs-la BE F-1:;::=1::';_C':: B64 Genera BW reea CsTlot R-Ti TY'. BS Prmary BWlrESa I-Vot sP Ba PMTnr�BWI9EES Core-'MCt T-1A Tm.Y 177. BD Corps CMsIEea^9De gr E•E_ T-1B PAMUrcIL'=]_: Fax Farmljralaama T-1c raamraca�y-a-= wi.s.:r "1'." Es6,HERE, He HSlcrk-aFCdt"Lanchart cl m t Christi Wee-TIM MAP- Preservaum Page 5 of 5 Zoning Case No. 0922-03, Douglas and Joye Posey (District 1). Ordinance rezoning property at or near 14446 Northwest Boulevard, located along the northside of Northwest Boulevard, south of Riverwood Drive, and west of River Hill Drive, from the "RS-6" Single-Family 6 District and the "CG-2" General Commercial District to the "ON/SP" Neighborhood Office District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. 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 appear and 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 appear and 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 being 0.468 acres of Lot 2, Nueces River Irrigation Park Annex 2, as described/shown in Exhibit "A" and Exhibit "B": the "CG-2" General Commercial District and the "RS-6" Single-Family 6 District to the "ON/SP" Neighborhood Office District with a Special Permit. The subject property is located at or near 14446 Northwest Boulevard. Exhibit A, which is a metes and bounds description of the property, and Exhibit "B", which is a subject property map, is attached to and incorporated in this ordinance. SECTION 2. The Special Permit granted in Section 1 of this ordinance is subject to the owner following the conditions listed below: 1 . Use: The only uses authorized by this Special Permit other than uses permitted in the base zoning district are veterinarian or animal hospital uses without outdoor runs and kennels. 2. Buffer Yard: Type A Buffers yards are required adjacent to single-family districts as described in the Unified Development Code §7.9 Required Buffer Yards. 3. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC, Municipal, Building, or Health Department requirements. 4. Time Limit: In accordance with the UDC, this special permit shall expire 12 months after approval unless a complete building permit application has been submitted or, if no building permit is required, a certificate of occupancy or UDC compliance has been issued, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1 , 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1 , Section 1 .10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 7. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 8. This ordinance shall become effective upon publication. Page 2 of 5 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 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 5 MURRAY BASS, JR., P.B..,R.P.LS. EXHIBIT A 3054 S.A1-AMFDA,ZIP 78404 NrxoN M. 'WFt-sx, P.E.,it.P.LS. 361 882.5521—FAX 361 882-1265 www.bass•welsh.com a-mall: m urraylr(+j13o1.cpm e•!halt: nixmw(0ao1.com SASS & WELSH EN GIN EERIn G TX Registration No. H-52 Survey Registration No. 140027-00 Y.U. }aux 63197 Corpus Christi, TX 78466-6397 August 9,2022 Proposed Rezoning Being a tract situated in Corpus Christi, Nueces County,Texas, over and across a portion of Lot 2 of the Nueces River Irrigation Park Annex No.2,as shown on the mapthereof recorded in Volume 41 at Page 53 of the Map Records of Nueces County,Texas,and being more particularly described by metes and bounds as follows: BEGINNING at a point in the west boundary of the heretofore referenced Lot 2,whence the southwest corner of Lott bears S 05°02'38"W at 200.00 feet,said point being the northwest corner of thattract rezoned as B-4 in Ordinance No. 17487,for the southeast corner of this tract; THENCE N 05°02'38" E along the west property line of Lot 2 a distance of 101.95 feet to a point for the northwest corner of this tract; THENCE S 84°57'22"E across Lot 2 a distance of 200.00 feetto a point in the east boundary of Lot 2 for the northeast corner of this tract; THENCE S 05°02'38"" W along the east boundary of Lot 2 a distance of 101.96 feet to a point for the southeast corner of this tract; THENCE N 84°57'22""W across Lot 2 a distance of 200.00 feet to the POINT OF BEGINNING forming a tract embracing 20,392 square feet(0.468 acres). ................... BASS,JR. ............... ~ : Bass. R.P.LS. 'Y•�•aS a Isla y Note:Basis of gearing is the west line of Lot 2 from the referenced map of record. MBJ:sab 22015-Field Note-Rezoning.doc EXHIBIT "A" Page t of t Page 4 of 5 ltt1�1- BCH BIT B a `y c b,4y w4 R S- ����z cQ O SUBJEGr PROPERTY CG- 2 CN- CG-2 ON MOR.THWES T+BLVD F R. C-G-m-2 CASE: 0922-03 .. , ,. SUBJECT PROPERTY WITH ZONING ® Odem S Subject Property A-1 Apa MEMHM1 DVjkg ,1 - .:. .. Art Aq-t end House Debk AB Plllk"OM.DkiWd AT T1rn-l-T—I6tDMct SUBJECT-, B-1 rrelgmo-lmouHLSn a _ _ -_ -.: - .... PROPERTY B-1A WlghbGmoatl BLSf Glee'Ict B12 Baror.B'AlreM a159'Idl R-2 B-v Ba11er Isar?BUWre D%W BA cr;= ks k t., B-3 Hmness Gs-la BE F-1:;::=1::';_C':: B64 Genera BW reea CsTlot R-Ti TY'. BS Prmary BWlrESa I-Vot sP Ba PMTnr�BWI9EES Core-'MCt T-1A Tm.Y 177. BD Corps CMsIEea^9De gr E•E_ T-1B PAMUrcIL'=]_: Fax Farmljralaama T-1c raamraca�y-a-= wi.s.:r "1'." Es6,HERE, He HSlcrk-aFCdt"Lanchart cl m t Christi Wee-TIM MAP- Preservaum Page 5 of 5 ZONING REPORT Case # 0922-03 Applicant & Subject Property City Council District: 1 Owner: Douglas and Joye Posey Applicant: Douglas and Joye Posey Address: 14446 Northwest Boulevard Location: Along the northside of Northwest Boulevard, south of Riverwood Drive, and west of River Hill Drive. Legal Description: Lot 2, Nueces River Irrigation Park Annex 2 Acreage of Subject Property: 0.468 acre Pre-Submission/Early Assistance Meeting: 7/15/2022 Zoning Request From: "CG-2" General Commercial District, "RS-6" Single-Family District To: "CG-2" General Commercial District Purpose of Request: The purpose of the request is to bring the land use and zoning together in an appropriate zoning classification. The request will allow for the Unified Development Code required buffer zones. The clinic does not and will not board animals overnight. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "CG-2" General Commercial, Commercial Mixed Use "RS-6" Single-Family North "RS-6" Single-Family Commercial Mixed Use South "CG-2" General Commercial Commercial Mixed Use "RS-6" Single-Family, "ON" Public/Semi-Public, Low- East Neighborhood Office Density Residential Mixed Use West "CG-2" General Commercial, Commercial, Professional Mixed Use "ON" Neighborhood Office Office Plat Status: Subject property is not platted. Air Installation Compatibility Use Zone (AICUZ): No. Code Violations: None. Transportation and Circulation Designation-Urban Section Proposed Section Existing Northwest Street Boulevard "A3" Primary Arterial 6 Lanes 2 Lanes Divided 130' R.O.W. 95 Feet Median Median Utilities Gas: 6-inch WS gas line along Northwest Boulevard. Stormwater: Storm ditch along Northwest Boulevard. Wastewater: 18-inch clay along the west property line. Water: 12-inch waterline along Northwest Boulevard. 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 Northwest Area Development Plan (Adopted January 9. 2001 ). Future Land Use Map: Designated Mixed Use. Water Master Plan, Wastewater Master Plan, Stormwater Master Plan: Currently, there are no proposed improvements. Public Notification Number of Notices Mailed: • 9 within the 200-foot notification area • 6 outside the 200-foot notification area Number Returned in Favor: • 0 inside notification area Number Returned in Opposition: 0 0 inside notification area PERCENT IN OPPOSITION: 0% in opposition within the 200-foot notification area Public Hearing Schedule Planning Commission Hearing Date: September 7, 2022 City Council 1St Reading/Public Hearing Date: October 25, 2022 City Council 2nd Reading Date: November 1 , 2022 Background: The second building, the northmost on the site, was constructed in 1976 and rezoned in 1983 by Ordinance No. 17487. The 200 feet was along the city limit line at the time which left most of the building, all but about four feet outside of the rezoned area. The first building was built in 1982 and the second building in 2007, according to Nueces County Appraisal District. Comprehensive Plan Consistency: PLANCC - The proposed rezoning is consistent with the following Goals and Strategies for Decision Makers: • Future Land Use, Zoning, and Urban Design o Promote a balanced mix of land uses to accommodate continued growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. FUTURE LAND USE MAP (FLUM) - The proposed rezoning's continued veterinarian use is inconsistent with the FLUM and would require an amendment: Zoning Report Page 3 • Designated Future Land Use: Mixed Use. 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 for the rezoning request and conducted research into the property's 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 the comprehensive plan. As a result of the above analysis staff notes the following: • The proposed rezoning is inconsistent with the Future Land Use Map. • However, the proposed rezoning is consistent with many broader elements of the Comprehensive Plan. • The subject property has successfully been in use since the 1980s. • While the applicant is requesting the "CG-2" General Commercial District, the requested zoning district is incompatible with the adjacent "RS-6" Single-Family District. • To maintain compatibility with adjacent land uses, staff is recommending a special permit with the base zoning of "ON" Neighborhood Commercial with a Special Permit to allow veterinary uses. 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 from the "CG-2" General Commercial District and the `RS-6" Single-Family 6 District to the "CG-2" General Commercial District. Staff Recommendation: Denial of the change of zoning from the "RS-6" Single-Family 6 District and the "CG-2" General Commercial District to the "CG-2" General Commercial District in lieu of the "ON/SP" Neighborhood Office District with a Special Permit. Planning Commission Recommendation (September 13, 2022): Approval of the change of zoning from the "CG-2" General Commercial District and the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District. ATTACHMENT A: EXISTING ZONING AND NOTICE AREA sA 9G �Q �� cy O,Q \V4o R 3 O N 7 Z Q 1 5 S BJECT 9 N- 2 ,,,,, PROPERTY 5 CG-2 8 CN- CG-2 ON NOR•T1jWEST,Bt,VD FR C-G-m-2 CASE: 0922-03 0. I. Zoning and notice Area RM-1 MultiiamilyiIL Light Industrial 4RClIR 5 RM2 Mukifamily 2 IH Heavy Industrial Ri Multifamily 3 PUD Planned Unit De,Overlay pry Professional Office RS-10 Sing Pe-Family 10 RM-AT Multifamily AT RS-6 SingeFamlly6 CH-1 Neighborhood Commercial RSA.5 Single-Family 4.5 C142 Neighborhood Commercial IRSTFTwo-Family CR-1Resort Commercial RS-15 Single-Family 15 CR2 Resort Commercial RE Residential Estate CG-1 General Commercial RS-TH Townhouse CG-2 General Commercial SP Special Permit Cl Intensive Commercial Ry Recreational Vehicle Park SUBJECT\ CBD Downtown Commercial RMH Manufactured Home CR-3 Resort Commercial PROPERTY FR Fame Rural l H Historic Overlay TJ:I1 BP Business Park 0 su[yecf worly O WV?200'bO& 0 fawarrersr . 4 G4 .,WM,270'listedon ov"M Cit\Of atfachedoumersNp table Xiri oAposrfion C(71lJLIti Christi Esri,HERE, LOCATION MAP Zoning Case 0922-03 DOUGLAS & JOYE POSEY DISTRICT 1 Rezoning a property at 14446 Northwest Blvd ' ® From "CG-2 and"RS-6" to "CG-2" w SUBJECT _ ....,,.,. _ SUBJECT\ PROPERTY rollr ym Rob stwru c1tv of y IND ColpUs Esri,HERE � o g n o p � Christi ' LOCATION MAP City Council w October 25, 2022 Zoning and Land Use Proposed Use: Veterinary Clinic (No overnight boarding) Area Development Plan: RS-6 Northwest (January 9, 2001) 0 ° Future Land Use Map: Mixed Use ON oQ Existing Zoning: "CG-2" General Commercial, "RS-6" Single-Family CG-2 Residential 6 11A 9 CG-2 Adjacent Land Uses: g ON • North: Commercial(Zoned: RS-6) • South: Commercial (Zoned: CG-2) • East: Public/Semi-Public, Low-Density ° o Residential (Zoned: RS-6 and ON) • West: Commercial, Professional Office (Zoned: CG-2 and ON) Public Notification 9 Notices mailed inside 200' buffer 6 Notice(s) mailed outside 200' buffer 9L !Q C 2cQ� N,pN'!!yo R Notification Area 3 vFc9 2 Opposed: 0 (0.00%) y�R Separate Opposed Owners: 0 6 - 9 In Favor: 0 (0.00%) 5 8 GN- CG-2 CG-2 ON "Notified property owner's land in SQF/Total square NORTNWESTiBLVD footage of all property in the notification area = Percentage of public opposition. Fa. G_G=2 Staff Analysis And Recommendation • Inconsistent with the Future Land Use Map. • Consistent with many broader elements of the Comprehensive Plan. • The subject property has successfully been in use since the 1980s. • Requesting the "CG-2" General Commercial District, however, the requested zoning district is incompatible with the adjacent "RS-6" Single-Family District. Staff Recommendation: Denial of the change of zoning from the "CG-2" General Commercial District and the `RS-6" Single-Family District to the "CG-2" District in lieu thereof approval of the "ON/SP" Neighborhood Commercial District with a Special Permit subject to the following conditions: Planning Commission Recommendation: Approval of the change of zoning from the "CG-2" General Commercial District and the `RS-6" Single-Family District to the "CG-2" General Commercial District. Special Permit Conditions 1. Uses: The only uses authorized by this Special Permit other than uses permitted in the base zoning district are veterinarian or animal hospital uses without outdoor runs and kennels. 2. Buffer Yard: Type A Buffers yards are required adjacent to single-family districts as described in the Unified Development Code §7.9 Required Buffer Yards. 3. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC, Municipal, Building, or Health Department requirements. 4. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a plat has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. If no building permit is required, a certificate of occupancy or UDC compliance has been issued. 5 "... . � 'Y�P y O RS - 6 00 OAe 4.4 Of N� SUBECT 4\w � p v ""!M 4. 44 .� CG - 2 N- ON -ON r + A NOR.THWES�T BLVD , CASE: 0922-03 N WE ° Aerial View QClr.11l S Subject Property SUBJECT\ PROPERTY Rc,h_town ►1 City of Corpus Esri, HERE, Christi LOCATION MAP �pUS C °° , Ili off' y 11 ,a AGENDA MEMORANDUM NCOAp 0 P p9E0 1852 First Reading for the City Council Meeting of October 25, 2022 Second Reading for the City Council Meeting November 1, 2022 DATE: October 25, 2022 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(a)-cctexas.com (361) 826-3851 Gabriel Hinojosa, P.E., Interim Director of Public Works gabrielh@cctexas.com (361) 826-1877 North Beach Drainage Improvement Project CAPTION: Presentation and Ordinance adopting the North Beach Drainage Improvement Project Plan and repealing Ordinance No. 031970 authorizing a previous drainage solution. SUMMARY: This item requests City Council repeal Ordinance No. 031970 authorizing a navigable canal on North Beach and adopt the North Beach Drainage Improvement Project with preferred drainage improvement projects to address the drainage issues at North Beach. BACKGROUND AND PURPOSE: North Beach has been a tourist destination for over 100 years. Located on the northern peninsula of Corpus Christi, North Beach provides the general public access to beaches, boat launches, shopping stores, restaurants, and tourist attractions such as the Texas State Aquarium and USS Lexington. However, North Beach experiences frequent flooding from a variety of sources to include tidal rises, rainfall, and drainage backflow. This flooding has a negative impact on the area's roadways and potential for economic development. On December 17, 2019, the City of Corpus Christi City Council passed an ordinance authorizing the design and construction of a navigable canal on North Beach in Corpus Christi, Texas. In addition, the City expended over $830,000 on various studies attempting to find a solution to the area's flooding issues. City staff has been working with MIG consultants to perform a comprehensive analysis of the previous studies' findings to determine the best solution to address the concerns on North Beach. On August 30, 2022, MIG briefed City Council on the North Beach Drainage Improvement Project and City staff requests the strategy be adopted. ALTERNATIVES: The Council can modify or provide direction to Staff to proceed with the North Beach Drainage Improvement Project. FISCAL IMPACT: The fiscal impact in FY 2023 and future fiscal years is dependent on the option City Council directs City staff to proceed with. Additionally, depending on the option, selected funding will need to be identified. RECOMMENDATION: Staff recommends City Council repeal Ordinance No. 031970 authorizing a navigable canal on North Beach and adopt the North Beach Drainage Improvement Project with preferred drainage improvement projects. LIST OF SUPPORTING DOCUMENTS: Ordinance-North Beach Strategic Development Plan Ordinance No. 031970- Authorizing a navigable canal on North Beach CC North Beach Drainage Improvement Project -Powerpoint Presentation 9/12/2022 Ordinance adopting the North Beach Drainage Improvement Project Plan and repealing Ordinance No. 031970 authorizing a previous drainage solution. WHEREAS, the North Beach Drainage Improvement Project ("Plan") with preferred drainage improvement projects was presented to City Council on August 30, 2022, by MIG, Inc.; WHEREAS, the Plan includes priority projects to improve drainage on North Beach; WHEREAS, the first priority project is to elevate Beach Avenue, Gulfspray Boulevard and the beach access parking with pedestrian access to the beachwalk; WHEREAS, the second priority project is to design and construct a linear open space channel and elevate Timon, Surfside and access to Eco and Dolphin Parks; and WHEREAS, other priority drainage improvement projects may include new outfalls, backflow prevention, stormwater pumps and additional elevations and channels. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Ordinance 031970 is hereby repealed. SECTION 2. The attached North Beach Strategic Development Plan, providing for preferred future drainage improvement projects on North Beach, is hereby adopted. 1 9/12/2022 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 2 9/12/2022 North Beach Strategic Development Plan l DrainageCORPUS CHRISTI NORTH BEACH Strategic Development Plan — Preferred ImprovementProject 1 CHALLENGES SEA LEVEL K, �p yl Direct Tidal Flooding Direct Backflow Flooding Groundwater Seepage Flooding Ground Sea Level ■ Elevated Sea Level F-- Gravity Flow Drainage Conduit Water Table and Resulting Floodwater Original Image from https://www.nature.com/articles/s4l598-020-60762-4/figures/1-Labels and photo examples have been modified) 2 2 3 _. :. � t Ih �- 11 CHALLENGES — RAINFALL AffMti w� _a r 9/12/2022 a Vulnerabilities R v� •dam vn.,, , 5 5 • Areas subject to tidal T\Q flooding at highest observed tide,elevation Additional areas are vulnerable to relative sea level rise and rainfall flooding. 6 6 5 VuInerabiIiti 1 / routes points .parks are vulnerable. Existing Roadway Flooding vulnerability Higher vulnerability Lower vulnerability 116 A Layered Solution A.DUNES(COASTAL BARRIER) B.SEAWALL(COASTAL BARRIER) C_TIDE GATES/VALVES(BACKFLOW) v Y 5 D.ELEVATE INFRASTRUCTURE E_ELEVATE PARCELS F_OPEN CHANNEL CONVEYANCE I- B_IMPROVE PIPED CONVEYANCE N_SEDIMENT MONITORING+CLEANING L STORMWATER PUMPS .w 9/12/2022 Intervention Effectiveness FloodingIntervention(s) Direct Tida I ... FloodingSeepage ... A.Dunes 0000 B.Seawa I I 0 00 0 000 C.Tide Gates/Valves 0000 D.Elevate Infrastructure 000 000 000 00 E.Elevate Parcels 000 000 000 OO F.Open Channel Convey. 00 G.Imp.Closed Convey. 00 H.Sed.Monitoring+Clean. 0 L Stormwater Pumps 000 000 #1.Stormwater Convey.+Ditch Imp."Option 1"G+H 000 #2.Linear Park"Option 2"A+D+E+F+G+H 00000 00000 00000 00000 #3.Nay.Canal"Option 3A"A+D+E+F+G+H 00000 00000 00000 00000 #4.Nay.Canal"Option 3B"A+D+E+F+G+H 00000 00000 00000 00000 #5.Storm Drains w/Elev.A+D+E+G+H 00000 00000 00000 00000 #6.Storm Drains w/o Elev.+Pumps A/B+C+G+H+I 00000 00000 00000 00000 9 Decision Criteria Priority 1 Priority 2 Priority 3 : #2.Linear Park"Option 2" $$ 000 00000 00000 00000 0000 A+D+E+F+G+H #3.Nay.Canal"Option 3A" $$$$ 00000 00 0000 00 A+D+E+F+G+H #4_Nay.Canal"Option 3B" $$$$ 0 A+D+E+F+G+H #5.Storm Drains w/Elev. $$$ $$$$ 000 0000 O 0 00000 A+D+E+G+H #6.Storm Drains w/o Elev.+ $$$ $$$$$ 0000 0000 O 0 00000 Pumps A/B+C+G+H+I *Delivery Timeframe category considers how quickly improvements can be implemented, including consideration of reliance on Public-Private agreements and interagency agreements. 10 10 7 9/12/2022 Decision Criteria #2 Linear Park'Option 2" $$ 000 00000 00000 00000 0000 A+D+E+F+G+H #3.Nay.Canal"Option 3A" $$$$ $$5 0 00000 00 0000 00 A+D+E+F+G+H #4.Nay.Canal"Option 3B" $$$$ $$$ 0 00000 00 0000 00 A+D+E+F+G+H #S.Storm Drains w/Elev. $$$ $$$: 000 0000 0 O 00000 A+D+E+G+H #6.Storm Dreinsw/o Elev+ 0000 0000 O O 00000 Pumps.,:B<,+.1+I I+1 *Delivery Timeframe category considers how quickly improvements can be implemented, including consideration of reliance on Public-Private agreements and interagency agreements. 11 Recommendation: Coastal Barriers (Dunes) 11 • Prevents direct seawater O� flow over land. ^ � Reduces tidal flooding. 12 12 8 9/12/2022 Recommendation: Elevate Key Access Routes • Prioritize improvements Q on along key access routes. O Reduces tidal flooding. 13 13 Recommendation: Upgrade Stormwater Conveyance wl Linear Park Canal • Reduces rainfall flooding. g Q 0 14 14 9 9/12/2022 Recornmendatt-01-in: Back low Prevention (Lower Elev. Potential • Elevation of private properties and some streets may not be feasible in some areas. Mobile or permanent pump systems would be required to manage rainfall during higher a tides. 15 15 Recommendation: Backflow Prevention (Higher Elev. Potential) • Phase additional infrastructure elevation with adjacent private property elevation. Short-term improvements include installing backflow prevention and eliminating low points of existing streets. 16 16 10 9/12/2022 1 1 • Confirm desired level of protection Q Identify long-term revitalization plan and multimodal transportation needs 4 �^o Implement short term elevation and conveyance design and phasing • Develop long term plan for low lying areas LEGEND � • Newootfall �, Implement Sediment * Potential SiormwaterPump Station �` / Piped Coonitoring and Cleaning onveyance Upgrades Elevate key access Program mutes ,.. Coastal Barrier \ Exrsting Park Linear Open Space with Open Channel *All Steps include Conveyance Upgrades o Areas of Lower Potential for Redevelopment communication with public and Elevation(lost)&I backflow prevention for low-lying areas) - �- and stakeholders Ej Areas of Higher Potential for Development or Redevelopment(install backflow 17 pmvenh-for low-lying areas) 17 Linear Open SpaceOpen Channel j _ t l Emerging Design Guidelines Pedestrian connectivity to the beach —r — Overall multi-modal connectivity Interest and attraction at varying tidal levels • Accommodation for kayaking and paddle boats #t Areas that could allow future expansion into canal • Water quality 18 11 9/12/2022 1 • Available Budget: $9.55M (Bond 2018 +ARPA+FY23 General Fund)* M First Priority(Gulfspray and Beach) M Second Priority (Design and Partial • Elevate Beach Ave and Gulfspray. Construction of Linear Open Space Elevate beach access parking and Channel provide pedestrian access to Elevate Timon and Surfside,Eco beachwalk. Park and Dolphin Park access (Sandbar Avenue). • Limited conveyance improvements along elevated streets. Install new north-end outfall and portion of linear open-space open channel. *Available Budget: Confirm compatibility with future ARPA $5.00M linear open-space open channel. Bond 2018-Beach Avenue $1.00M Bond 2018-Gulfspray Pedestrian Access $0.30M Bond 2018-NB Primary Access Project $1.25M FY 2023 General Fund $2.00M 19 19 Recommendation • Use a layered solution across the North Beach peninsula • Approve Linear Park(Option 2) and Storm Drains w/o Elevation (Option 6) • Install Coastal Barriers (Dunes) • Elevate Key Access Routes • Upgrade Stormwater Conveyance w/Linear Park Canal • Exercise Backflow Prevention • Next Step: Hire an engineering firm to design the linear park and reconstruct North Beach roadways utilizing available funds 20 20 12 ORDINANCE AUTHORIZING A NAVIGABLE CANAL ON NORTH BEACH WHEREAS, the term "Navigable Canal" in this proposed ordinance refers to the canal presented to the City Council on October 29, 2019 by Urban Engineering. Specifically, the term "Navigable Canal" refers to Option 3 presented to the City Council on such date, shown in the attached Exhibit A, as may be modified from time to time to provide the best engineering practices and changes necessary to secure required permits; subject to the limitations on any change that the canal must be (1) navigable and (2) substantially in the same footprint as proposed with the exception of the location of the channel connecting the Navigable Canal to Corpus Christi Bay; and WHEREAS,the City of Corpus Christi (the "City") understands that a Navigable Canal could positively impact economic development issues and drainage issues on North Beach to the benefit of all citizens and property owners on North Beach apart from future development; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,TEXAS,TO HEREBY PASS THIS ORDINANCE TO ACHIEVE THE FOLLOWING: SECTION 1: Subject to funding appropriated by City Council, determination of suitable title, completion of a City-wide public input process, and completion of required permitting, the City will pre-design, design, and construct a Navigable Canal on the North Beach for an amount not to exceed $41,200,000 and with construction to be complete on or before January 1, 2025. SECTION 2: Funding for the Navigable Canal should come from various sources: debt by issuing revenue bonds (including such bonds from the revenue funds); HOT tax funds to the extent allowed by statute; TIRZ funds properly authorized by a Financing Plan approved by the TIRZ board; Seawall Fund to the extent allowed by the ballot language; Storm Water Capital Improvement Program; various grants; unassigned interest earned from operating budget and/or capital budget funds; Nueces County. SECTION 3: The City Manager or designee is directed and authorized to accomplish —through appropriate interaction with City Council, staff, and others—the presentation of an engineering and design contract for the Navigable Canal to City Council for consideration of approval. SECTION 4: The City Manager or designee is directed and authorized to take all steps necessary to identify funds and present items to City Council for consideration of approval to appropriate funds as described in SECTION 1 with certification made thereof. SECTION 5: The City Manager or designee is directed and authorized to negotiate with Nueces County to secure the county's full participation to procure all environmental studies (Phase 1, and Phase 2 (if necessary)) and permits as may be required to support construction of the Navigable Canal. 931970 SCANNED That the foregoing ordirWnce was read for the first time and passed on to its second reading on this the a Lday of = j 019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy _ Paulette M. Guajardo 4< Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 3y,, - 2019, by the following vote: Joe McComb Michael Hunter lx Roland Barrera Ben Molina T Rudy Garza Everett Roy Paulette M. Guajardo L4 Greg Smith z. Gil Hernandez PASSED AND APPROVED on this the day of QetP1144 , 2019. ATTEST: Re ecca HuertaJ e cComb City Secretary a or Exhibit A Navigable Canal Pages from City Council presentation of October 29, 2019 6--- Drainage Options (Continued) Option 3: Navigable Channel • Cost more than ditch • Easy to Maintain • Best hydraulic improvement Drainage Options Option 3: Layout 111111 a 11� 7. m T ry T y tl� urfUi ILI 1A 1A 411 CORPUS CHRISTI - NORTH BEACH Drainage Improvement Project Plan and Phase 1 Implementation M I G ............................. ... 000`0000000000000000��0000000000000000000��00000000•••..- \v a \\\ oo\\\ \oo\\\\ \ o\ \oo\\ w� \ \\\\\\O\\\\\\\\\\\\\\\\\\O \\\\\\\\\\\\\\�00000wv oow0000000000000y� . �� 000�� �� ,.A� A\�A� �. Amour, Tidal Flooding Reduction Elevate key infrastructure. Varies <6" to 4' sDQ�f Install backflow devices to prevent backflow to low lying areas.* l� Install Coastal Barrier (dunes). 6�SSP * Established areas of development will require long-term backflow prevention. Areas available for future development , could be elevated during development to eliminate need for long-term backflow prevention 2 Drainage Improvement Project Plan Rainfall Flooding Reduction Opportunities to widenY Install new open channel open channel for water- based recreation amenities conveyance system, JPO where right-of-way allows integrated within linear open space amenity.* Install new piped conveyance system, were New Northern * Install pump stations to New Southern ,��s provide drainage of low-lying ���� ae. Outfall I I Outfall infrastructure during high tides. a I 3 Drainage Improvement Project Plan • Comprehensive improvement plan will be implemented in phases Phasing will be determined based on timing of funding availability and bridge progress �� OO r„na O S`S�e ,. 00 z ry 4 1 1 1 T Porh I Existing �ru�avu���• B—H P—I< ❑ V16 Va V4 v2 Mi., �y 2'y �y. C' li C�. Parks Existing us-iai , Beach Woccted us-iai Parcels a V16 Va V4 Vz mi. la \ {1 � f tu Bridge se Path x., 4 µ Parks Bus Routes Beach � B«eshw.�lk ,w, . Parcels ExMs q sdewalks `,r \ aaaaa. � 7 o Vas Va Va Vz Rates 1{ � 1y� The.lexkr9ton. s _ � � F vIlla Del Sol Era Porks Las Brlsas sj Park -+ G. Llothouse gA44h The Breakers Pointe Pa Raiz, Tropical.Studlos Vllla Sorrento Apartments 8 Mi les Aquarium AD "A improvements t? Breakwater Histcry Plaza ShoreAne Blvd. • S°m Streetscape , Townflorm• T' �,r New Construction SO"FamNy Residence New Construction ¢ . Porks ' .11 �S.rN `., LJghthouse PQ me B—ch • New Construction Parcels �. DnIphln Park Playground and Boardwalk [?el SC.I nts 9 'J 116 1:lB 7`d 1/2 Miles Drainage Improvements Integration with Overall North Beach Revitalization z .�l `T s 1� Flood DepthotAreas Parks Flooded at 35' "r - Beach M 3-3.5 Ft Parcels _ 2-3R _ _ 1-2 k B-lfi II 11 o >ra Va Va V2 Fades ory y IF P.,h Existing Sidewalks ' B—H A4issing Sidewalks .--, Po Bels 12 O V16 ve 114 V2 MI. 'I r Linear park ann stormwater channel Improvements Stormwater plpa Improvements Parks Linecr Park Beach Piped Srarmwarer New sldewa lks///✓✓ Con—yams tonnectlan Impar Parcels sidewalk open spate and Imp--t. heackwalk Multi-use Trail 13 a V16 Vs Vd V2 Mild, Parks Priwte Infill " Beach Park Infill Parcels 14 a Vsb Va V4 Vz Aples What We've Heard So Far Design Guidelines for Build Out of Flooding Reduction Improvements • Increase pedestrian connectivity to the beach, closing gaps in missing sidewalks • Coordinate with overall North Beach multi-modal connectivity buildout • Provide interest and attraction at varying tidal levels • Accommodate water-based recreation, e.g. kayaking and paddle boats • Coordinate to ensure design that does not preclude future expansion of the open channel • Maintain water quality 15 Linear Open Space + Open Channel r a Y y i . +. v U i• Linear Park Inspiration 44. a�dA � _ ,w i ah �w �A Linear Park Inspiration 4 s .a I i R= Linear Park Inspiration . p. �� A+ �� -s�.��� i-��-- IIx �c � •,� � ��'y�e.�Y A � ��j�'.. t y � C T � �• ,,fit ���`y�' r W M y. �i � � t w i 1 Linear Park Inspiration 1 '0 a .- -1 . . % 1 i sF 4 _ pYIM K" " , !" loft -34 �v�r jF - . Y �y ✓ _ JIM Linear Park Inspiration t xi 010 f : ,r µ „ •M .. -� "'YID --. Phase I Projects o $4.5M = Surfside Park Improvements: o Elevating parking, restroom and active park areas 3 Joo Design-Build RFQ -Oct.2021 o O OoDesign-Build Contract Award - Mar.2022 O Design-Build Const.Start- Mar.2023 0 000 CO a� OOC�ao 22 Phase I Projects _ $3.51VI Gulfspray and Beach \ Reconstruction: Elevating roadways, elevating parking and pedestrian �3Joo improvements o��OOO Design RFQ - Est.Nov.2022 oQ Design Contract Award - Est.Apr.2023 Construction RFB - Est. Mar.2024 0 Construction Start- Est.Aug. 2024 0 O Oo O s-f0� OP � o0 'J �0 00 0� 0� 23 Phase I Projects $6M Linear Open Space and Channel: \ Elevating roadways, creating open \ channel, installing new northern \� \ outfall to Eco Park, temporary channel \ \\\ \ aeration/circulation system, redirect existing Gulfbreeze piped conveyance to linear open space channel with \\ �� backflow prevention, linear open \ space activation improvements, pedestrian improvements s� ♦ P Design RFQ - Est. Nov.2022 Design Contract Award - Est.Apr.2023 Construction RFB - Est.Jun. 2024 Construction Start- Est.Oct.2024 \ *Phase to include stakeholder outreach .r<\ regarding level of protection trade-offs(elevation ♦ and conveyance sizing), long-term multi-modal ` transportation build-out, linear park design standards. Phase to include sediment monitoring and maintenance plan recommendations. 24 InitialFunding Plan Available Budget: $14.05M Bond 2020/2023 $4.50M ARPA $5.00M Bond 2018- Beach Avenue $1.00M Bond 2018-Gulfspray Pedestrian Access $0.30M Bond 2018- NB Primary Access Project $1.25M (To be redirected to Gulfspray and Beach) FY 2023 General Fund $2.00M 25 Future Phase Projects $14M Elevating roadways, creating open channel, installing new southern outfall at Pearl Ave, temporary channel aeration/circulation system, new piped conveyance in Shoreline x..11 Blvd and adjoining streets with backflow prevention, linear open space activation improvements, pedestrian improvements $6M Elevating roadways, competition I/ of open channel, redirect existing piped conveyance to open channel with backflow prevention, complete linear open space activation J� improvements, pedestrian improvements $11M Elevate roadways, construct coastal barrier, install pump stations 26 Recommendation Staff recommends City Council adopt the North Beach Drainage Improvement Project, approve the Phase 1 construction of the proposed strategy, and repeal Ordinance No. 031970. 27 so �o o� A H AGENDA MEMORANDUM µoRPORPg4 First Reading Ordinance for the City Council Meeting of October 25, 2022 1852 Second Reading Ordinance for the City Council Meeting of November 1, 2022 DATE: October 10, 2022 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(a)-cctexas.com 886-2603 Accepting and Appropriating the FY2022 Edward Byrne Justice Assistance Grant Award for the Police Department CAPTION: Ordinance authorizing the acceptance of a grant from the Department of Justice, Office of Justice Programs, Bureau of Justice Assistance, in an amount of $206,608.00 for the FY2022 Edward Byrne Memorial Justice Assistance Grant program for the Corpus Christi Police Department to purchase tasers; and appropriating $206,608.00 in the Police Grants Fund with $103,304.00 to be distributed to Nueces County based on an interlocal agreement and the remaining $103,304.00 to be used by the City. SUMMARY: This Ordinance authorizes the acceptance of a grant and appropriation of funds from the Bureau of Justice Assistance for the purchase of equipment to enhance law enforcement efforts. BACKGROUND AND FINDINGS: Under the Justice Assistance Grant (JAG), Corpus Christi has been declared a disparate jurisdiction by the Department of Justice and therefore the City has agreed to split the funds 50/50 with Nueces County. The JAG funds are based on Part 1 violent crimes reported by the City and County. The City reports a greater amount of Part 1 crimes than the County, yet the County is responsible for providing criminal justice services such as incarceration and prosecution for the City. This 50/50 agreement has been in place since 2008. Jurisdictions certified as disparate must submit a joint application for the aggregate of funds allocated to them, specifying the amount of the funds that are to be distributed to each of the units of local government and the purposes for which the funds will be used. When beginning the JAG application process, a Memorandum of Understanding must be completed, signed, and faxed to Office of Justice Programs, indicating who will serve as the applicant/fiscal agent for the joint funds. The City and County have agreed that the City will serve as the lead agency. The Nueces County Commissioners Court approved the interlocal agreement on July 6, 2022. The City Council approved the agreement on July 26, 2022. Each interlocal agreement is good for the grant award period of 3 years. JAG funds can be used for state and local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, and information systems for criminal justice. With this award, the program has provided a total of$5,685,938 in grant funds to the City since the program began in 1996. The funds have been used to purchase vehicles and other law enforcement equipment. The 2021 JAG grant amount was $96,206.00 which purchased tasers, forensic laser and riot shields. The 2022 awarded funds will be used to purchase tasers. ALTERNATIVES: Do not accept the grant and not receive the funds. FISCAL IMPACT: The fiscal impact in FY23 is the acceptance of grant funds in an amount of$206,608.00 and appropriating $206,608.00 to the Police Grants Fund. There is no required match funding. Due to an interlocal agreement $103,304.00 will be distributed to Nueces County and the remaining $103,304.00 to be used by the City for the purchase of tasers. Funding Detail: Fund: 1061 Police Grants Fund Organization/Activity: Project: Account: 520090 Minor Tools RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Grant award Interlocal agreement with Nueces County Ordinance authorizing the acceptance of a grant from the United States Department of Justice, Office of Justice Programs, Bureau of Justice Assistance, in an amount of $206,608.00 for the FY 2022 Edward Byrne Memorial Justice Assistance Grant program for the Corpus Christi Police Department to partially fund the purchase of 445 tasers as part of a previously approved five-year supply agreement; and appropriating $206,608.00 in the Police Grants Fund with $103,304.00 to be distributed to Nueces County based on an interlocal agreement and the remaining $103,304.00 to be used by the City. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager of designee is authorized to execute all documents necessary to accept a grant from the U.S. Department of Justice, Office of Justice Programs, Bureau of Justice Assistance, in the amount of $206,608.00 for FY2022 Edward Byrne Memorial Justice Assistance Grant (JAG) Program. SECTION 2. $206,608.00 is appropriated in the No. 1061 Police Grants Fund for the enhancement of law enforcement efforts by the Police Department and Nueces County under an established interlocal agreement. Under the interlocal agreement, $103,304.00 of the funds are to be distributed to Nueces County. 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 so �o o� A PH AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of October 25, 2022 µCORPOR I Second Reading Ordinance for the City Council Meeting of November 1, 2022 1852 DATE: October 25, 2022 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(a)-cctexas.com (361) 886-2603 Acceptance of a Grant from the State of Texas Governor's Homeland Security Grants Division for the reduction of human-trafficking, drug smuggling, and other organized crime CAPTION: Ordinance accepting a grant in the amount of $94,500.00 from the State of Texas Governor's Homeland Security Grants Division for overtime and retirement for Corpus Christi Police Department sworn officers supporting law enforcement activities that help to reduce human- trafficking, drug smuggling, and other organized crime; and appropriating $94,500.00 in the Police Grants Fund. SUMMARY: This ordinance accepts and appropriates $94,500.00 in grant funding to provide for overtime and retirement for Corpus Christi Police Department sworn officers supporting law enforcement activities that help to reduce human-trafficking, drug smuggling, and other organized crime. BACKGROUND AND FINDINGS: This grant centers on the use of intelligence to increase the effectiveness of federal, state, and local law enforcement assets. The purpose of the program is to sustain interagency law enforcement operations and enhance local law enforcement patrols to facilitate directed actions to deter and interdict criminal activity. This grant will help fund the Corpus Christi Police Department's work as it relates to the execution of coordinated security operations in an effort to reduce criminal activity in Texas by decreasing the supply of drugs, disrupting and deterring operations of gang and other criminal organizations, and other related objectives. The Corpus Christi Police Department(CCPD)will deploy officers on an overtime basis to conduct direct actions and operations within the city limits and extra territorial jurisdiction (ETJ). The actions and operations will target known drug, currency, and human trafficking routes operating in the South Texas area to points north (ETJ extends five miles out from Corpus Christi's boundaries). The funding provides for overtime and retirement for sworn officers. There is no City match required supporting the program. Funding is available from September 1, 2022, through August 31, 2023. The City has been receiving the grant since 2008. For FY 2022, the City received $59,000 for this grant. ALTERNATIVES: The alternative is not to accept the grant, but this will result in CCPD being able to provide less enforcement of criminal activity related to border security. FISCAL IMPACT: The fiscal impact for FY 2023 is accepting funds and appropriating $94,500.00 to the Police Grants Fund. Funding Detail: Fund: 1061 Organization/Activity: Police Grants Fund Mission Element: 151 Project # (CIP Only): N/A Account: 510000 RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds, as presented. LIST OF SUPPORTING DOCUMENTS: Grant award document Ordinance accepting a grant in the amount of $94,500.00 from the State of Texas Governor's Homeland Security Grants Division for overtime and retirement for Corpus Christi Police Department sworn officers supporting law enforcement activities that help to reduce human-trafficking, drug smuggling, and other organized crime; and appropriating $94,500.00 in the Police Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant in the amount of $94,500.00 from the Office of the Governor's Homeland Security Grants Division (HSGD) for funding eligible under the FY2023 Local Border Security Program (LBSP) grant. SECTION 2. The City of Corpus Christi designates the City Manager or designee as the grantee's authorized official. The authorized official is given the power to apply for, accept, reject, alter or terminate the grant on behalf of the applicant agency. SECTION 3. That $94,500.00 is appropriated in the No 1061 Police Grants Fund from the HSGD for eligible overtime and operational costs. SECTION 4. In the event of the loss or misuse of the HSGD funds, the City of Corpus Christi assures that the funds will be returned to the HSGD in full. 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 Statement of Grant Award(SOGA) The Statement of Grant Award is the official notice of award from the Office of the Governor(OOG). This Grant Agreement and all terms,conditions,provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns and all other State of Texas agencies and any other agencies,departments, divisions,governmental entities,public corporations, and other entities which shall be successors to each of the Parties or which shall succeed to or become obligated to perform or become bound by any of the covenants,agreements or obligations hereunder of each of the Parties hereto. The approved project narrative and budget for this award are reflected in eGrants on the `Narrative' and `Budget/Details' tabs.By accepting the Grant Award in cGrants,the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement including any and all applicable federal and state statutes,regulations,policies,guidelines and requirements. In instances where conflicting requirements apply to a Grantee,the more restrictive requirement applies. The Grant Agreement includes the Statement of Grant Award;the OOG Grantee Conditions and Responsibilities;the Grant Application in eGrants; and the other identified documents in the Grant Application and Grant Award,including but not limited to: 2 CFR Part 200,Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards; Chapter 783 of the Texas Government Code,Title 34,Part 1,Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code,and the Uniform Grant Management Standards (UGMS)developed by the Comptroller of Public Accounts;the state Funding Announcement or Solicitation under which the grant application was made,and for federal funding,the Funding Announcement or Solicitation under which the OOG was awarded funds; and any applicable documents referenced in the documents listed above.For grants awarded from the U.S. Department of Justice,the current applicable version of the Department of Justice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply.For grants awarded from the Federal Emergency Management Agency(FEMA), all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply.The OOG reserves the right to add additional responsibilities and requirements,with or without advance notice to the Grantee. By clicking on the'Accept'button within the'Accept Award'tab,the Grantee accepts the responsibility for the grant project, agrees and certifies compliance with the requirements outlined in the Grant Agreement,including all provisions incorporated herein,and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund-Specific Requirement(s),if any, cited below: Grant Number: 3404806 Award Amount: $94,500.00 Date Awarded: 10/6/2022 Grantee Cash Match: $0.00 Grant Period: 09/01/2022 -08/31/2023 Grantee In Kind Match: $0.00 Liquidation Date: 11/29/2023 Grantee GPI: $0.00 Program Fund: BL-Local Border Security Program(LBSP) Total Project Cost: $94,500.00 Grantee Name: Corpus Christi, City of Project Title: Local Border Security Program Grant Manager: Lynne Crow Unique Entity Identifier(UEI): XETBTPKCL895 CFDA: NIA Federal Awarding NIA-State Funds Agency: Federal Award Date: NIA- State Funds Federal/State Award 2023-BL-ST-0016 ID Number: Total Federal Award/State Funds $5,100,000.00 Appropriated: Pass Thru Entity Texas Office of the Governor—Homeland Security Grants Division(HSGD) Name: Is the Award R&D: No Federal/State Award Grants for local law enforcement agencies to support Operation Border Star.The grant funds may Description: also support the humane processing of remains of undocumented migrants,when specifically awarded for that purpose. so �o o� A H AGENDA MEMORANDUM µoRPORPg4 First Reading Ordinance for the City Council Meeting of October 25, 2022 1852 Second Reading Ordinance for the City Council Meeting of November 1, 2022 DATE: October 25, 2022 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(a)-cctexas.com (361) 886-2603 Acceptance of a Grant from the State of Texas, Criminal Justice Division for Rifle-Resistant Body Armor for the Police Department CAPTION: Ordinance accepting a grant in the amount of$20,000.00 from the State of Texas, Criminal Justice Division for Rifle-Resistant Body Armor for the Corpus Christi Police Department for the purchase of 40 additional pieces of rifle resistant body armor; and appropriating $20,000.00 in the Police Grants Fund. SUMMARY: Ordinance accepts and appropriates $20,000.00 in grant funding for the purchase of 40 additional pieces rifle resistant body armor. BACKGROUND AND FINDINGS: The Corpus Christi Police Department (CCPD) currently has 425 rifle-resistant pieces of body armor issued to officers. The grant will cover the next Police Academy which begins in July 2022 and graduates in March 2023. The July 2022 Academy currently has 25 cadets, and the October 2022 Academy has 22 cadets. The grant will provide up to 40 additional rifle resistant pieces of body armor and CCPD will provide the remaining seven pieces of body armor from the General Fund. To date, all other sworn officers have been issued rifle-resistant body amor through a previous purchase. The rifle-resistant body armor is issued to officers in addition to their regular field operations body armor. The rifle resistant body armor is rated at Level IV. Regular field body armor is rated Level II and is issued to cadets while they are in the Academy. This is the first year that the City has applied for the grant. The Police Officers Association purchased the original issue of 425 rifle resistant pieces of body armor in 2017. This is the first purchase of rifle-resistant body armor that the City has applied for because previously there was not a need since CCPD had enough pieces of rifle resistant body armor to issue to all officers. The project period is from September 1, 2022 through August 30, 2023. ALTERNATIVES: The alternative is not to accept the grant and not purchase additional rifle resistant body armor. However, this will result in a shortage of body armor once CCPD cadets graduate and begin their field training. FISCAL IMPACT: The fiscal impact to FY 2023 is accepting and appropriating $20,000.00 to the Police Grants Fund. Funding Detail Fund: 1061 Organization/Activity: Police Grant Fund Mission Element: 151 Project #: 822907S Account: 520090— Minor Tools & Equipment RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds, as presented. LIST OF SUPPORTING DOCUMENTS: Statement of Grant Award Ordinance accepting a grant in the amount of $20,000.00 from the State of Texas, Criminal Justice Division for Rifle-Resistant Body Armor for the Police Department for the purchase of 40 additional pieces of rifle resistant body armor; and appropriating $20,000.00 in the Police Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager of designee is authorized to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of$20,000.00 for the purchase of rife resistant body armor. SECTION 2. The City of Corpus Christi designates the City Manager or designee as the grantee's authorized official. The authorized official is given the power to apply for, accept, reject, alter or terminate the grant on behalf of the applicant agency. SECTION 3. That $20,00.00 is appropriated in the No 1061 Police Grants Fund SECTION 4. In the event of the loss or misuse of the funds, the City of Corpus Christi assures that the funds will be returned to the State of Texas, Criminal Justice Division. 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 Statement of Grant Award(SOGA) The Statement of Grant Award is the official notice of award from the Office of the Governor(OOG).This Grant Agreement and all terms, conditions,provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns and all other State of Texas agencies and any other agencies, departments, divisions,governmental entities,public corporations,and other entities which shall be successors to each of the Parties or which shall succeed to or become obligated to perform or become bound by any of the covenants,agreements or obligations hereunder of each of the Parties hereto. The approved project narrative and budget for this award are reflected in eGrants on the `Narrative' and `Budget/Details' tabs.By accepting the Grant Award in eGrants,the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement including any and all applicable federal and state statutes,regulations,policies,guidelines and requirements. In instances where conflicting requirements apply to a Grantee,the more restrictive requirement applies. The Grant Agreement includes the Statement of Grant Award;the COG Grantee Conditions and Responsibilities;the Grant Application in eGrants; and the other identified documents in the Grant Application and Grant Award,including but not limited to: 2 CFR Part 200,Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Chapter 783 of the Texas Government Code,Title 34,Part 1, Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code, and the Uniform Grant Management Standards(UGMS)developed by the Comptroller of Public Accounts;the state Funding Announcement or Solicitation under which the grant application was made,and for federal funding,the Funding Announcement or Solicitation under which the OOG was awarded funds; and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department of Justice,the current applicable version of the Department of Justice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply.For grants awarded from the Federal Emergency Management Agency(FEMA),all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply. The OOG reserves the right to add additional responsibilities and requirements,with or without advance notice to the Grantee. By clicking on the'Accept'button within the'Accept Award'tab,the Grantee accepts the responsibility for the grant project, agrees and certifies compliance with the requirements outlined in the Grant Agreement,including all provisions incorporated herein,and agrees with the following conditions of grant fielding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund-Specific Requirement(s),if any,cited below: Grant Number: 4441501 Award Amount: $20,000.00 Date Awarded: 10/6/2022 Grantee Cash Match: $0.00 Grant Period: 10/01/2022-09/30/2023 Grantee In Kind $0.00 Match: Liquidation Date: 12/29/2023 Grantee GPI: $0.00 Program Fund: BG-Rifle-Resistant Body Armor Grant Program Total Project Cost: $20,000.00 (BAGP) Grantee Name: Corpus Christi,City of Project Title: Rifle Resistant Body Armor Grant Manager: Shayla Smothers Unique Entity Identifier XETBTPKCL895 (UEI): CFDA: N/A Federal Awarding Agency: N/A- State Funds Federal Award Date: N/A-State Funds Federal/State Award ID Number: 2023-BG-ST-0025 Total Federal Award/State Funds $10,000,000.00 Appropriated: Pass Thru Entity Name: Texas Office of the Governor—Criminal Justice Division(CJD) Is the Award R&D: No Federal/State Award Description: To equip law enforcement officers at risk of shootings with rifle-resistant body armor. so �o o� A PH v AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of 10/25/22 1852 Second Reading for the City Council Meeting of 11/1/22 DATE: October 25, 2022 TO: Peter Zanoni, City Manager FROM: Steve Viera, Interim Director of Public Health SteveV(o-)-cctexas.com 361-826-3445 Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract between the Department of State Health Services (DSHS) and the Corpus Christi-Nueces County Public Health District (CCNCPHD) to add $72,379.00 for calendar year 2022, and $105,208.00 for calendar year 2023 to provide prevention and control services for Sexually Transmitted Diseases (STDs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS); and amending the operating budget CAPTION: Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract between the Department of State Health Services (DSHS) and the Corpus Christi-Nueces County Public Health District (CCNCPHD) to add $72,379.00 for calendar year 2022, and $105,208.00 for calendar year 2023 to provide prevention and control services for Sexually Transmitted Diseases (STDs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS); and amending the operating budget. SUMMARY: The grant award is to be used to provide for personnel costs, supplies, and other expenses to offer STD services and associated activities related to the STD/HIV-DIS Prevention Services Program within the jurisdiction of the Corpus Christi-Nueces County Public Health District. This amendment will increase the grant award by $72,379.00 for 2022. The total amount of the 2022 grant award will increase from $105,208.00 to $177,587.00. Two assets will be purchased with the 2022 supplemental funding. An Arlington Scientific Evolution RPR Analyzer and a Piccolo Express Chemistry Analyzer machine. Supporting testing kits and supplies will also be purchased with these supplemental funds. Additionally, this grant will be renewed for 2023 in the amount of$105,208.00. The grant currently funds 1 FTE position. There is no change in FTE levels. BACKGROUND AND FINDINGS: DSHS has awarded an increase to an existing grant contract for the STD/HIV-DIS Prevention Services Program in the amount of$72,379.00 for 2022, and a renewal of the existing grant in the amount of$105,208.00 for 2023. This funding will provide for personnel costs, supplies, and other expenses to offer services and associated activities related to the STD/HIV-DIS Prevention Services Program within the jurisdiction of the CCNCPHD. The STD/HIV-DIS Prevention Services Program Grant is focused on communicable disease control. Reducing incidences of syphilis and ensuring communicable disease treatment is the grant's primary focus. ALTERNATIVES: Refuse the 2022 grant amendment and not purchase the two additional laboratory machines and the supporting supplies for the operation of the new laboratory machines. Refuse the 2023 grant renewal and cease providing STD/HIV prevention services. FISCAL IMPACT: No fiscal impact as the STD/HIV-DIS Prevention Services Program is 100% grant funded. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 831801 F Mission Element: 106 Project # (CIP Only): Account: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 831802F Mission Element: 106 Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001120300007 Ordinance COF Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract between the Department of State Health Services and the Corpus Christi-Nueces County Public Health District to add $72,379.00 for calendar year 2022, and $105,208.00 for calendar year 2023 to provide STD/HIV prevention and control services; 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 amend Contract No. HHS001120300007 (the "Contract") under the STD/HIV-DIS Prevention Services Grant Program with the Department of State Health Services ("DSHS") to increase the amount for calendar year 2022 by $72,379.00, and to add $105,208.00 for calendar year 2003 to provide STD/HIV prevention and control services. SECTION 2. That the grant in the amount of$177,587.00 is appropriated in the No. 1066 Health Grants Fund to continue the STD/HIV-DIS Prevention Services Grant Program in the Health Department. SECTION 3. The FY2022-23 Operating Budget adopted by Ordinance No. 032855 is amended to increase revenues and expenditures by $177,587.00. SECTION 4. The City Manager or designee is authorized to execute any future amendments to the grant contract that extend the contract period or increase or decrease the grant amount. SECTION 5. A copy of any executed grant amendment shall be filed in the office of the City Secretary. 1 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 2 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC DEPARTMENT OF STATE HEALTH SERVICES CONTRACT NO. HHS001120300007 AMENDMENT NO. 2 The DEPARTMENT OF STATE HEALTH SERVICES("DSHS" or"System Agency"), a pass-through entity, and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) ("Grantee"), each a"Party" and collectively the "Parties", to that certain grant contract to control and prevent the spread of Sexually Transmitted Diseases (STDs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS) and viral hepatitis under the STD/HIV-DIS Prevention Services Program effective March 1, 2022 and denominated DSHS Contract No. HHS001120300007 ("Contract"), as amended, now desire to further amend the Contract. WHEREAS, the Parties desire to extend the contract term; WHEREAS, the Parties desire to increase funding to the Contract for Calendar Year 2022 and Calendar Year 2023; WHEREAS, the Parties desire to revise the Statement of Work to update project objectives and reporting requirements to address the increase in statewide congenital cases and to comply with required activities; and WHEREAS, the Parties desire to incorporate certain terms for compliance with applicable law and policy, and to make other modifications as stated herein. Now, THEREFORE, the Parties modify the Contract as follows: 1. ARTICLE 111,DURATION, of the Contract is amended to reflect a revised termination date of December 31,2023. 2. ARTICLE IV, BUDGET, of the Contract is amended to: (1) increase the Calendar Year 2022 budget by $72,379.00, and (2) add $105,208.00 for expenditures during Calendar Year 2023. The total Contract value will not exceed $282,795.00. All expenditures must be in accordance with ATTACHMENT B-2, REVISED BUDGET (SEPTEMBER 2022), which also incorporates the indirect cost rate. 3. The Contract is amended to add ARTICLE IX, FUNDING AND NOTICE TO PROCEED, to the Contract: IX. FUNDING AND NOTICE TO PROCEED Funding for this Contract is dependent upon the approval from the Centers for Disease Control and Prevention. Grantee may not incur expenditures above $105,208.00 until DSHS issues a Notice to Proceed to Grantee. This Notice to Proceed may include an amended or ratified budget, which will be incorporated into this Contract by a subsequent amendment. Any expenditures made beyond the aforementioned dollar amount in this Article prior to the date DSHS Contract No.HHS001120300007 Page 1 of 5 Amendment No.2 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC on the Notice to Proceed will be at Grantee's sole risk. DSHS written preapproval is required prior to Grantee redirecting any funds for activities associated with monkeypox. In addition, all expenditures for activities associated with monkeypox must be tracked separately. 4. PARAGRAPH 1 of SECTION II(A)in ATTACHMENT A-1,REVISED STATEMENT OF WORK, of the Contract is revised to add subparts f through i under PARAGRAPH 1 as follows: f. Ensure that pregnant women with syphilis are identified and treated appropriately and timely to prevent congenital syphilis. g. Ensure that all infants born to a woman with a history of syphilis in their jurisdiction are investigated and reported within 30 calendar days of receiving report of birth as outlined by DSHS HIV/STD Program POPS, Chapter 23, Congenital Syphilis, available at: htt2s://dshs.texas.gov/hivstd/pops/chap23.shtm. h. Provide technical assistance and guidance to providers and systems of care to ensure testing for syphilis is conducted, at a minimum, at first prenatal visit, during third trimester, and at delivery as testing in accordance with Section 81.090, Diagnostic Testing During Pregnancy and After Birth, of the Texas Health and Safety Code. i. Ensure that all people of childbearing capacity have a documented pregnancy status in the reporting database management system. Grantee shall ensure that people in the following population groups have a documented pregnancy status at or above the specified thresholds: 1) People of childbearing capacity with reactive syphilis labs. Reported percentage of a documented pregnancy status of people of childbearing capacity with reactive syphilis labs must be at or above 90 percent; and 2) People of childbearing capacity who have been identified by a person with reactive syphilis labs(e.g.,partners, suspects, and associates)with whom the Grantee is able to make contact. Reported percentage of a documented pregnancy status of people of childbearing capacity identified by a person with reactive syphilis labs and contacted by Grantee must be at or above 80 percent. If the reported percentage for documented pregnancy status is less than either of the percentages specified, then DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve reported percentage(s). Grantee must follow those additional measures, and do so according to the timetable mandated by DSHS. 5. SECTION VI, REPORTING REQUIREMENTS, in ATTACHMENT A-1, REVISED STATEMENT OF WORK, of the Contract is revised to add the following table for Calendar Year 2023 reporting requirements: DSHS Contract No.HHS001120300007 Page 2 of 5 Amendment No.2 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC CALENDAR YEAR 2023 REPORTING: REPORT NAME PERIOD BEGIN PERIOD END DUE DATE 1"2023 Semiannual 01/01/2023 06/30/2023 07/31/2023 Report 2nd 2023 Semiannual 07/01/2023 12/31/2023 01/31/2024 Report Congenital Syphilis 01/01/2023 12/31/2023 Due thirty (30) calendar Case Investigation and days after period being Infant Syphilis Control reported. Records Note: This Report is submitted through THISIS and is subject to HIPAA and PHI data requirements. 1st2023 LRP Report 01/01/2023 06/30/2023 07/31/2023 2nd 2023 LRP Report 07/01/2023 12/31/2023 01/31/2024 1st2023 FSR 01/01/2023 06/30/2023 07/31/2023 2nd 2023 FSR 07/01/2023 12/31/2023 02/15/2024 6. ATTACHMENT B-1, REVISED BUDGET, of the Contract is deleted in its entirety and replaced with ATTACHMENT B-2, REVISED BUDGET (SEPTEMBER 2022), which is attached to this Amendment and incorporated into the Contract for all purposes. 7. ATTACHMENT C, HHS UNIFORM TERMS AND CONDITIONS—GRANT VERSION 3.0 AUGUST 2021, of the Contract is deleted in its entirety and replaced with ATTACHMENT C-1, HHS UNIFORM TERMS AND CONDITIONS—GRANT VERSION 3.2, which is attached to this Amendment and incorporated into the Contract for all purposes. 8. ATTACHMENT D, HHS CONTRACT AFFIRMATIONS V. 2.0 AUGUST 2021, of the Contract is deleted in its entirety and replaced with ATTACHMENT D-1,HHS CONTRACT AFFIRMATIONS VERSION 2.2, which is attached to this Amendment and incorporated into the Contract for all purposes. 9. ATTACHMENT F-1, FEDERAL ASSURANCES, is attached to this Amendment and incorporated into the Contract for all purposes. DSHS Contract No.HHS001120300007 Page 3 of 5 Amendment No.2 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC 10. ATTACHMENT H-1, FFATA CERTIFICATION FORM, is attached to this Amendment and incorporated into this Contract for all purposes. Grantee is required to complete the Certification to meet the Federal requirement. 11. This Amendment shall be effective as of the date last signed below. 12. Except as modified by this Amendment, all terms and conditions of this Contract, as amended, shall remain in full force and effect. 13. Any further revisions to the Contract shall be by written agreement of the Parties. 14. Each Party represents and warrants that the person executing this Amendment on its behalf has full power and authority to enter into this Amendment. Signature Page Follows DSHS Contract No.HHS001120300007 Page 4 of 5 Amendment No.2 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC SIGNATURE PAGE FOR AMENDMENT No. 2 DSHS CONTRACT No. HHS001120300007 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) By: _ By: Printed Name: Printed Name: Title: Title: Date of Signature: Date of Signature: DSHS Contract No.HHS001120300007 Page 5 of 5 Amendment No.2 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC ATTACHMENT B-2 REVISED BUDGET(SEPTEMBER 2022) CATEGORICAL EXPENDITURES Calendar Year 2022: Calendar Year 2023: Budget Category March 1, 2022 — January 1, 2023 — December 31, 2022 December 31, 2023 PERSONNEL'S $64,270.00 $66,000.00 FRINGE BENEFITS $27,957.00 $28,710.00 TRAVEL $3,360.00 $0.00 EQUIPMENT $57,995.00 $0.00 SUPPLIES $16,205.00 $10,498.00 CONTRACTUAL $7,000.00 $0.00 OTHER $800.00 $0.00 TOTAL DIRECT CHARGES $177,587.00 $105,208.00 INDIRECT CHARGES $0.00 $0.00 TOTAL $177,587.00 $105,208.00 DSHS Contract No.HHS001120300007 Page 1 of 1 Amendment No.2 Attachment B-2 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC ATTACHMENT C-1 HHS UNIFORM TERMS AND CONDITIONS — GRANT VERSION 3.2 T EXAS Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.2 Published and Effective— July 2022 Responsible Office: Chief Counsel DSHS Contract No.HHS001120300007 Page 1 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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 3.2 Effective July 2022 Page 2 of 29 DSHS Contract No.HHS001120300007 Page 2 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC TABLE OF CONTENTS ARTICLE I.DEFINITIONS AND INTERPRETIVE PROVISIONS...........................6 1.1 DEFINITIONS.........................................................................................................6 1.2 INTERPRETIVE PROVISIONS..................................................................................7 ARTICLE II.PAYMENT PROVISIONS.........................................................................8 2.1 PROMPT PAYMENT................................................................................................8 2.2 TAXES....................................................................................................................8 2.3 ANCILLARY AND TRAVEL EXPENSES...................................................................9 2.4 BILLING.................................................................................................................9 2.5 USE OF FUNDS.......................................................................................................9 2.6 USE FOR MATCH PROHIBITED..............................................................................9 2.7 PROGRAM INCOME...............................................................................................9 2.8 NONSUPPLANTING.................................................................................................9 2.9 INDIRECT COST RATES....................................................................................... 10 ARTICLE III.STATE AND FEDERAL FUNDING.....................................................10 3.1 EXCESS OBLIGATIONS PROHIBITED................................................................... 10 3.2 NO DEBT AGAINST THE STATE........................................................................... 10 3.3 DEBTS AND DELINQUENCIES.............................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS......................................................................... 10 ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS..................11 4.1 ALLOWABLE COSTS............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS.................................... 12 ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS...........................................................................................................12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 13 5.3 FEDERAL ASSURANCES....................................................................................... 13 5.4 FEDERAL CERTIFICATIONS................................................................................ 13 5.5 STATE ASSURANCES............................................................................................ 13 HHS Uniform Terms and Conditions—Grant v 3.2 Effective July 2022 Page 3 of 29 DSHS Contract No.HHS001120300007 Page 3 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC 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.............................................. 15 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.................................................................. is 8.5 CONFIDENTIALITY.............................................................................................. 18 ARTICLE IX.GRANT REMEDIES,TERMINATION AND PROHIBITED ACTIVITIES......................................................................................................................19 9.1 REMEDIES............................................................................................................ 19 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...............................................................22 ARTICLE XI.GENERAL PROVISIONS......................................................................22 11.1 AMENDMENTS.....................................................................................................22 11.2 NO QUANTITY GUARANTEES..............................................................................22 HHS Uniform Terms and Conditions—Grant v 3.2 Effective July 2022 Page 4 of 29 DSHS Contract No.HHS001120300007 Page 4 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC 11.3 CHILD ABUSE REPORTING REQUIREMENTS......................................................22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS..........................................................................23 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 ...............................................................26 11.16 FUNDING DISCLAIMERS AND LABELING............................................................26 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 PROPERAUTHORITY...........................................................................................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 3.2 Effective July 2022 Page 5 of 29 DSHS Contract No.HHS001120300007 Page 5 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC ARTICLE L 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 Riehts"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. "Party"means either the System Agency or Grantee,individually. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 6 of 29 DSHS Contract No.HHS001120300007 Page 6 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. "Signature Document"means the document executed by all Parties for this Grant Agreement. "Solicitation.""Funding Announcement"or"Request for Applications(RFA)"means the document(including all exhibits,attachments,and published addenda),issued by the System Agency under which applications for grant funds were requested,which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response"or"Application"means Grantee's full and complete Solicitation response(including any attachments and addenda),which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year"means the period beginning September 1 and ending August 31 each year,which is the annual accounting period for the State of Texas. "State of Texas Textravel"means the Texas Comptroller of Public Accounts'state travel rules,policies,and guidelines. "Statement of Work"means the description of activities Grantee must perform to complete the Project,as specified in the Grant Agreement and as may be amended. "System Agency"means HHSC or DSHS,as applicable. "Work Product"means any and all works,including work papers,notes,materials, approaches,designs,specifications,systems,innovations,improvements,inventions, software,programs,source code,documentation,training materials,audio or audiovisual recordings,methodologies,concepts,studies,reports,whether finished or unfinished, and whether or not included in the deliverables,that are developed,produced,generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards"or"TxGMS"means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code,to promote the efficient use of public funds in local government and in programs requiring cooperation among local,state,and federal agencies.Under this Grant Agreement,TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency.Additionally,except as otherwise provided by applicable law,in the event of a conflict between TxGMS and applicable federal or state law,federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words"hereof.."herein,""hereunder,"and similar words refer to this Grant Agreement as a whole and not to any particular provision,section,attachment,or schedule of this Grant Agreement unless otherwise specified. C. The term"including"is not limiting and means"including without limitation"and, unless otherwise expressly provided in this Grant Agreement,(i)references to contracts HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 7 of 29 DSHS Contract No.HHS001120300007 Page 7 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC (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.3.2 Effective July 2022 Page 8 of 29 DSHS Contract No.HHS001120300007 Page 8 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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.3.2 Effecrive July 2022 Page 9 of 29 DSHS Contract No.HHS001120300007 Page 9 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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 subj ect to actions of the Texas Legislature.If System Agency becomes subj ect 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 10 of 29 DSHS Contract No.HHS001120300007 Page 10 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC B. "Overpayments"as used in this Section include payments(i)made by the System Agency that exceed the maximum allowable rates;(ii)that are not allowed under applicable laws,rules,or regulations;or(iii)that are otherwise inconsistent with this 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 byCnantee inperformingthe 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 11 of 29 DSHS Contract No.HHS001120300007 Page 11 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC threshold amount includes federal funds passed through by way of state agency awards. iv. If Grantee,within Grantee's fiscal year,expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS(5750,000)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 athttys://hhsl)ortal.hhs.state.tx.us/heartwebextr/hhscSauor, ii. Email to: single audit renortAhhsc.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 athttpsJ/hhsportal.hhs.state.tx.us/heartwebextr/hhscSau;or, ii. Email to: single audit renortAhhsc.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, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 12 of 29 DSHS Contract No.HHS001120300007 Page 12 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 13 of 29 DSHS Contract No.HHS001120300007 Page 13 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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 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 authorityto 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 athird 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 14 of 29 DSHS Contract No.HHS001120300007 Page 14 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 15 of 29 DSHS Contract No.HHS001120300007 Page 15 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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. 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. H 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 16 of 29 DSHS Contract No.HHS001120300007 Page 16 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 17 of 29 DSHS Contract No.HHS001120300007 Page 17 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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. 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 RESPONSEXOMPLIANCE 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 stats 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 18 of 29 DSHS Contract No.HHS001120300007 Page 18 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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, 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 tenninate the Grant Agreement,in whole or in part,upon either of the following conditions: HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 19 of 29 DSHS Contract No.HHS001120300007 Page 19 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 20 of 29 DSHS Contract No.HHS001120300007 Page 20 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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. 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 OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt,System Agency shall not indemnify Grantee or any other entity under the 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; ii. ANY DELIVERABLE,WORK PRODUCT,CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER;AND/OR A 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 21 of29 DSHS Contract No.HHS001120300007 Page 21 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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 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 use the Texas Abuse Hotline Website located at httys://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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 22 of 29 DSHS Contract No.HHS001120300007 Page 22 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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; 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 underthis 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 duringthe 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, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 23 of 29 DSHS Contract No.HHS001120300007 Page 23 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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 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 subj ect 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 24 of 29 DSHS Contract No.HHS001120300007 Page 24 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 25 of 29 DSHS Contract No.HHS001120300007 Page 25 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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 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 athird 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 26 of 29 DSHS Contract No.HHS001120300007 Page 26 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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. 11.20 ENTIRE CONTRACT AND MODIFICATION The Grant Agreement constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises,representations,negotiations,discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Grant Agreement will be harmonized with this Grant Agreement to the extent possible. 11.21 COUNTERPARTS This Grant Agreement may be executed in any number of counterparts,each of which will be an original,and all such counterparts will together constitute but one and the same Grant Agreement. 11.22 PROPER AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. 11.23 E-VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S.Department of Homeland Security's E-Verify system to determine the eligibility of: A. all persons employed to perform duties within Texas during the tern 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. §12 101 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 27 of 29 DSHS Contract No.HHS001120300007 Page 27 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC participation in or denied any aid,care,service or other benefits provided by Federal or State funding,or otherwise be subjected to discrimination. C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964,and its implementing regulations at 45 C.F.R.Part 80 or 7 C.F.R.Part 15,prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs,benefits,or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English.Grantee agrees to take reasonable steps to provide services and information,both orally and in writing,in appropriate languages other than English,in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits,and activities. D. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: https://hhs.texas.gov/about-hhs/your-rights/civil-rights-office/civil-rights-posters. E. Grantee agrees to comply with Executive Order 13279,and its implementing regulations at 45 C.F.R.Part 87 or 7 C.F.R.Part 16.These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request,Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement.This notice must be delivered no more than ten(10)calendar days after receipt of a complaint.Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W.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 Office of Data,Analytics,and Performance.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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 28 of 29 DSHS Contract No.HHS001120300007 Page 28 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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 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 athird-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.3.2 Effective July 2022 Page 29 of 29 DSHS Contract No.HHS001120300007 Page 29 of 29 Amendment No.2 Attachment C-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC ATTACHMENT D-1 HHS CONTRACT AFFIRMATIONS VERSION 2.2 HEALTH AND HUMAN SERVICES Contract Number Attachment _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.2.2 Effective May 2022 Page 1 of 13 DSHS Contract No.HHS001120300007 Page 1 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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.2.2 Effective May 2022 Page 2 of 13 DSHS Contract No.HHS001120300007 Page 2 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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.If the certification is shown to be false,Contractor may be liable for additional costs and damages set out in 231.006(f). 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(SHIM)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 fiends. 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.2.2 Effective May 2022 Page 3 of 13 DSHS Contract No.HHS001120300007 Page 3 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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.2.2 Effective May 2022 Page 4 of 13 DSHS Contract No.HHS001120300007 Page 4 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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.2.2 Effective May 2022 Page 5 of 13 DSHS Contract No.HHS001120300007 Page 5 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC •OIG Toll Free Hotline 1-800-436-6184 •OIG Website: ReportTexasFraud.com •Internal Affairs Email:InternalAffalrSReferral@hhsc.state.tx.us •OIG Hotline Email:OIGFraudHotline@hhsa.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.2.2 Effective May 2022 Page 6 of 13 DSHS Contract No.HHS001120300007 Page 6 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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.2.2 Effective May 2022 Page 7 of 13 DSHS Contract No.HHS001120300007 Page 7 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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.2.2 Effective May 2022 Page 8 of 13 DSHS Contract No.HHS001120300007 Page 8 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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 apractice, 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.2.2 Effective May 2022 Page 9 of 13 DSHS Contract No.HHS001120300007 Page 9 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 44. Cloud Computing State Risk and Authorization Management Program(TX-RAMP) 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 athreat 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.2.2 Effective May 2022 Page 10 of 13 DSHS Contract No.HHS001120300007 Page 10 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 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 II 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. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 11 of 13 DSHS Contract No.HHS001120300007 Page 11 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC 55. 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). 56. 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.2.2 Effective May 2022 Page 12 of 13 DSHS Contract No.HHS001120300007 Page 12 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-4lA4-9996-8231EDCAC7CC Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor Assumed Business Name of Contractor,if applicable(d/b/a or`doing business as') Texas County(s)for Assumed Business Name(d/b/a or`doing business as') Attach Assumed Name Certificate(s)filed with the Texas Secretary of State and Assumed Name Certificate(s),if any,for each Texas County Where Assumed Name Certificate(s)has been filed. Signature of Authorized Representative Date Signed Printed Name of Authorized Representative Title of Authorized Representative First,Middle Name or Initial,and Last Name Physical Street Address City,State,Zip Code Mailing Address,if different City,State,Zip Code Phone Number Fax Number Email Address DUNS Number Federal Employer Identification Number Texas Identification Number(TIN) Texas Franchise Tax Number Texas Secretary of State Filing Number SAM.gov Unique Entity Identifier(UEI) Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 13 of 13 DSHS Contract No.HHS001120300007 Page 13 of 13 Amendment No.2 Attachment D-1 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC ATTACHMENT F-1 FEDERAL ASSURANCES View Burden Statement OMB Number:4040-0007 Expiration Date: 02/282025 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 sec.),as using their positions for a purpose that constitutes or amended,relating to nondiscrimination in the sale, presents the appearance of personal or organizational rental or financing of housing;(i)any other conflict of interest,or personal gain. nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being 4. Will initiate and complete the work within the applicable made,and,(j)the requirements of any other time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the agency. application. 5. Will comply with the Intergovernmental Personnel Act of 7. Will comply,or has already complied,with the 1970(42 U.S.C.§§4728-4763)relating to prescribed requirements Titles II and III standards for merit systems for programs funded under Relocation Assistance and Reall Property Acquisition the Uniform 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.§§1 681- 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-102 DSHS Contract No.HHS001120300007 Page 1 of 2 Amendment No.2 Attachment F-1 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC 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 sec.). 10. Will comply,if applicable,with flood insurance purchase 14. Will comply with P.L.93-348 regarding the protection of requirements of Section 102(a)of the Flood Disaster human subjects involved in research,development,and Protection Act of 1973(P.L.93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15. Will comply with the Laboratory Animal Welfare Act of insurable construction and acquisition is$10,000 or more. 1966(P.L.89-544,as amended,7 U.S.C.§§2131 et seq.)pertaining to the care,handling,and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research,teaching,or prescribed pursuant to the following:(a)institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969(P.L.91-190)and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO)11514;(b)notification of violating Prevention Act(42 U.S.C.§§4801 et seq.)which facilities pursuant to EO 11738;(c)protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990;(d)evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988;(e)assurance of 17. Will cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133, Act of 1972(16 U.S.C.§§1451 et seq.),(f)conformity of "Audits of States,Local Governments,and Non-Profit Federal actions to State(Clean Air)Implementation Plans Organizations." under Section 176(c)of the Clean Air Act of 1955,as amended(42 U.S.C.§§7401 et sec.),(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 FI I I APPLICANT ORGANIZATION DATE SUBMITTED Standard Fonn 424B(Rev.7-97)Back DSHS Contract No.HHS001120300007 Page 2 of 2 Amendment No.2 Attachment F-1 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC ATTACHMENT H-1 FFATA CERTIFICATION FORM '+y TE�as Teea50epartment of State 5—i and Numan 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.00v (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 DSHS Contract No.HHS001120300007 Page 1 of 2 Amendment No.2 Attachment H-1 DocuSign Envelope ID:A6E76B96-3705-41A4-9996-8231EDCAC7CC 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: z Department of State Health Services Form 4734—April 2022 Contract Management Section DSHS Contract No.HHS001120300007 Page 2 of 2 Amendment No.2 Attachment H-1 DocuSign Certificate Of Completion Envelope Id:A6E76B96370541A499968231EDCAC7CC Status:Sent Subject: $282,795.00 HHS001120300007 Corpus Christi-Nueces City A-2, HIV-DIS Source Envelope: Document Pages:52 Signatures: 0 Envelope Originator: Certificate Pages: 5 Initials:0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.I nternal Routing@dshs.texas.gov IP Address: 167.137.1.13 Record Tracking Status:Original Holder: CMS Internal Routing Mailbox Location: DocuSign 9/26/2022 1:05:30 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Steve Viera Sent:9/26/2022 1:35:52 PM SteveV@cctexas.com Corpus Christi-Nueces County Public Health Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 3/1/2022 5:00:47 PM ID:4f8f2f59-1a8a-43c3-a675-dd40eae6c04f Susana Garcia Susana.Garcia@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/26/2022 12:59:53 PM ID: 13f269d8-cd9a-49b6-bb60-8ddfe1b2df9f Patty Melchior Patty.Melchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 Imelda Garcia ImeldaM.Garcia@dshs.texas.gov Security Level: Email,Account Authentication (None) 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 Amber VascheCOPIED Sent:9/26/2022 1:35:50 PM amber.vasche@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Hensley Sent:9/26/2022 1:35:51 PM kevinhe@cctexas.com ED Viewed: 9/26/2022 1:36:36 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/26/2022 1:35:50 PM 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:Steve Viera,Susana Garcia, Patty Melchior, Imelda Garcia 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 between the Department of State Health Services and the Corpus Christi-Nueces County Public Health District to add $72,379 for calendar year 2022, and $105,208.00 for calendar year 2023 to provide STD/HIV prevention and control services; and amending the operating budget. City Council October 25, 2022 Summary and Background 2022 STD/HIV-DIS Prevention Services Grant Program The STD/HIV-DIS Prevention Services Grant is a contract between the Department of State Health Services and the Corpus Christi-Nueces County Public Health District that awarded annually. The Texas Department of State Health Services (DSHS) has awarded an increase to an existing grant contract for the STD/HIV-DIS Prevention in the amount of$72,379.00 for FY2022, to provide control HIV, Syphilis and Congenital Syphilis within the jurisdiction of the Corpus Christi-Nueces County Public Health District (CCNCPHD). • Grant Contract period from March 1, 2022, through December 31, 2022 • This amendment will increase the grant award by$72,379. • Two assets will be purchased with this supplemental funding. o An Arlington Scientific Evolution RPR Analyzer o Piccolo Express Chemistry Analyzer machine o Supporting testing kits and supplies will also be purchased with these supplemental funds. Fiscal Impact and Staff Recommendation 2022 STD/HIV-DIS Prevention Services Grant Program The existing FY 2022 grant award is in the amount of$105,208.00 that was approved by City Council. Once amendment is approved grant award will increase by $72,379.00. Total Operating budget after the amendment is $177,587 for FY22 Fiscal Impact: • The funding increase will not change current FTE levels o 1 FTE grant funded position Staff Recommendation: Approval of the two-reading ordinance. Fiscal Impact and Staff Recommendation 2023 STD/HIV-DIS Prevention Services Grant Program The grant is a contract between the Department of State Health Services and the Corpus Christi-Nueces County Public Health District in the amount of$105,208 for the contract period of January 1, 2023, through December 31, 2023, to provide control HIV, Syphilis and Congenital Syphilis within the jurisdiction of the Corpus Christi-Nueces County Public Health District (CCNCPHD). • To be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to prevent and control HIV, Syphilis and Congenital Syphilis within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). • Total Operating budget is in the amount of$105,208 for FY23 Fiscal Impact: • The grant requires no match.All positions are 100% grant funded. o 1 FTE grant funded position Staff Recommendation: Approval of the two-reading ordinance. se o H v AGENDA MEMORANDUM /ryIORPOHPI EO First Reading Ordinance for the City Council Meeting 10/25/22 1852 Second Reading Ordinance for the City Council Meeting 11/01/22 DATE: October 25, 2022 TO: Peter Zanoni, City Manager FROM: Steve Viera, Interim Director of Public Health SteveV(o-)-cctexas.com 361-826-3445 Acceptance of the Tuberculosis Prevention and Control-Federal (TB/PC-FED) grant in the amount of$48,348 with a grant match of$9,670, and appropriation of the funds for the contract period January 1, 2023, through December 31, 2023. CAPTION: Ordinance to accept and amend a grant contract for the Tuberculosis Prevention and Control- Federal (TB/PC-FED) grant in the amount of$48,348 from the Texas Department of State Health Services in the Health Grants fund with a City match of$9,670, to provide tuberculosis prevention and control services. SUMMARY: To be used to provide for personnel costs to offer services and associated activities to prevent and control tuberculosis within the jurisdiction of the Corpus Christi-Nueces County Public Health District (CCNCPHD). BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant contract in the amount of $48,348 to provide for personnel costs to offer services and associated activities to prevent and control tuberculosis within the jurisdiction of the CCNCPHD. Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% ($9,670) of the grant amount of$48,348. DSHS is allowing the CCNCPHD to use 20% of the annual salary of the TB Program Manager who is paid by the City of Corpus Christi General Fund to satisfy the 20% grant match requirement. ALTERNATIVES: Refuse the grant and discontinue offering services to prevent and control tuberculosis in the community. FINANCIAL IMPACT: Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% ($9,760) of the grant amount of$48,348. The City match has been included in various accounts for FY 2023. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organ ization/Activity: 830523F Mission Element: 102 Provide & Manage Medical Clinics Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001096400011 Amendment No. 1 Ordinance COF Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract between the Department of State Health Services and the Corpus Christi-Nueces County Public Health District to add $48,348 with a City match of $9,670 for Tuberculosis Prevention and Control — Federal Grant Program to provide tuberculosis prevention and control services for the period January 1, 2023, through December 31, 2024; 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 amend Contract No. HHS001096400011 (the "Contract") with the Department of State Health Services ("DSHS") to increase the amount by $48,348.00 with a City match of $9,670.00 for the period January 1 , 2023, through December 31, 2023, to provide tuberculosis prevention and control services under the Tuberculosis ('713") Prevention and Control-Federal Health Grant. SECTION 2. That the grant in the amount of $48,348.00 and City Match of $9,670.00 is appropriated in the No. 1066 Health Grants Fund to continue the TB/PC-FED grant program in the Health Department. SECTION 3. The FY2022-23 Operating Budget adopted by Ordinance No. 032855 is amended to increase revenues and expenditures by $58,018.00. 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. 1 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 2 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS001096400011 AMENDMENT NO. 1 The DEPARTMENT OF STATE HEALTH SERVICES(System Agency or DSHS) and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) (Local Government or Grantee), Parties to that certain Tuberculosis Prevention and Control Grant Contract, effective January 1, 2022, and denominated as DSHS Contract No. HHS001096400011 (the "Contract") now want to amend the Contract. WHEREAS, DSHS wants to exercise its option to renew the Contract for an additional year and make additional funds available in support of the services provided during the renewal term; WHEREAS, the Parties want to update ARTICLE VI,ADDITIONAL GRANT INFORMATION; WHEREAS, the Parties want to revise the Statement of Work; and WHEREAS, the Parties want to revise Attachments to the existing Contract. Now, THEREFORE, the Parties agree as follows: 1. The Contract is renewed for the period beginning January 1, 2023 through December 31, 2023 (the"First Renewal Option" or"CY2023"), unless terminated sooner. 2. ARTICLE V, CONTRACT AMOUNT AND PAYMENT FOR SERVICES, of the Contract is amended to add $58,018.00 to pay for Grantee's services during CY2023. This includes DSHS share of$48,348.00 and Grantee's required match amount of$9,670.00. The total not-to-exceed amount of this Contract is increased to $116,032.00. All expenditures for the First Renewal Option shall be in accordance with ATTACHMENT B-1, CY2023 BUDGET. 3. ATTACHMENT B, BUDGET, of the Contract, is supplemented with the addition of ATTACHMENT B-1, CY2023 BUDGET which is attached to this Amendment and incorporated into the Contract as if fully set forth therein. 4. ARTICLE VI,ADDITIONAL GRANT INFORMATION,of the Contract Signature Document, is amended as follows: Federal Award Identification Number(FAIN): NU52PS910188 Federal Award Date: 12/16/2021 Name of Federal Awarding Agency: Centers for Disease Control and Prevention CFDA Name and Number: 93.116—Project Grants and Cooperative Agreements for Tuberculosis Control Programs Awarding Official Contact Information: Shanica Railey, (404) 718-3149 DUNS: 081078891 DSHS Contract No.HHS001096400011 Pagel of 7 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 5. ATTACHMENT A, STATEMENT OF WORK, is deleted in its entirety and replaced with ATTACHMENT A-1,CY2023 STATEMENT OF WORK which is attached to this Amendment and incorporated into the Contract as if fully set forth therein. 6. ATTACHMENT C, HHS UNIFORM TERMS AND CONDITIONS-GRANT VERSION 3.0 (AUGUST 2021), of the Contract, is deleted in its entirety and replaced with ATTACHMENT C,HHS UNIFORM TERMS AND CONDITIONS-GRANT,VERSION 3.2 (JULY 2022) which is attached to this Amendment and incorporated into the Contract as if fully set forth therein. 7. ATTACHMENT D, CONTRACT AFFIRMATIONS VERSION 2.0 (AUGUST 2021), of the Contract, is deleted in its entirety and replaced with ATTACHMENT D, CONTRACT AFFIRMATIONS, VERSION 2.2 (MAY 2022) which is attached to this Amendment and incorporated into the Contract as if fully set forth therein. 8. ATTACHMENT G, FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) CERTIFICATION FORM is attached to this Amendment and incorporated into this Contract as if fully set forth therein. Grantee is required to complete the Certification to meet the Federal requirement. 9. ATTACHMENT I,HHS ADDITIONAL PROVISIONS-GRANT FUNDING is added by this Amendment and incorporated into the Contract. 10. This Amendment shall be effective as of January 1, 2023. 11. Except as amended and modified by this Amendment No. 1, all terms and conditions of the Contract shall remain in full force and effect. 12. Any further revisions to the Contract shall be by written agreement of the Parties. 13. Each Party represents and warrants that the person executing this Amendment No. 1 on its behalf has full power and authority to enter into this Amendment. SIGNATURE PAGE FOLLOWS DSHS Contract No.HHS001096400011 Page 2 of 7 DocuSign Envelope ID: B9BAD55D-9689-4375-BC53-A5B98269B352 SIGNATURE PAGE FOR AMENDMENT NO. 1 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS001096400011 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) DocuSigned by: DocuSigned by: (w1tU& GaVGia stw-G Ut,V& Signature Signature Imelda Garcia Steve Viera Associate Commissioner Interim Director of Health September 22,2022 September 22,2022 Date of Signature Date of Signature THE FOLLOWING DOCUMENTS ARE ATTACHED AND THEIR TERMS ARE HEREBY INCORPORATED INTO THE CONTRACT: ATTACHMENT A-1 - CY2023 STATEMENT OF WORK ATTACHMENT B-1 - CY2023 BUDGET ATTACHMENT C -HHS UNIFORM TERMS AND CONDITIONS-GRANT V. 3.2 (JULY 2022) ATTACHMENT D - CONTRACT AFFIRMATIONS V. 2.2 MAY 2022) ATTACHMENT G-FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) CERTIFICATION FORM ATTACHMENT I—HHS ADDITIONAL PROVISIONS-GRANT FUNDING DSHS Contract No.HHS001096400011 Page 3 of 7 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 ATTACHMENT A-1 CY2023 STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee shall: Comply with the most current version of the Texas Tuberculosis(TB)Work Plan,the Standing Delegation Orders, TB Standards, TB Recommendations and TB Administration Resources located at: http://www.dshs.texas.gov/idcu/disease/tb/policies/. A Use federal funds under this Contract to support any of the following core TB control front- line activities: 1. Directly observed therapy(DOT); 2. Outpatient services (tuberculin skin testing, chest radiography,medical evaluation, treatment); 3. Class B immigrant evaluation and treatment; 4. Contact Investigation, evaluation and treatment; 5. Cohort Review; 6. Surveillance; 7. Reporting; 8. Data analyses; 9. Cluster investigations; and 10. Provider education and training. B. Provide a match of no less than 20% of the total budget as reflected in this Contract. C. Provide match at the required percentage or System Agency may withhold payments, use administrative offsets, or request a refund from Grantee until such time as the required match ratio is met.No federal or other grant funds can be used as part of meeting the match requirement. D. Ensure no System Agency funds or matching funds are used for: 1. Medication purchases; 2. Inpatient clinical care (hospitalization services); 3. Entertainment; 4. Furniture; 5. Equipment; or 6. Sectarian worship, instruction, or proselytization. However,food and incentives are allowed using System Agency funds,but are not allowed using matching funds. E. Not lapse more than 1% of the total funded amount of this Contract. F. Maintain and adjust spending plan throughout the Contract term to avoid lapsing funds. During the term of this Contract, System Agency reserves the right to decrease funding amounts as a result of the Grantee's budgetary shortfalls and/or due to the Grantee lapsing DSHS Contract No.HHS001096400011 Page 4 of 7 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 more than 1% of total funds. G Maintain sufficient staffing levels to meet the required activities of this Contract and to ensure all funds in personnel category are expended. H Use System Agency-designated data systems available for local entry. Information for the current System Agency reporting and data management system is located at the following link: DSHS TB/HIV/STD Section - THISIS (texas.gov) All collected TB information shall be entered into the System Agency-designated TB information data system according to documented timelines and specifications in the Texas Tuberculosis Work Plan. Only data entered into the System Agency-designated data system will be considered submitted as required under the terms of this Contract. I Telemedicine medical services may be provided for medical case management of patients evaluated by the TB program, as is determined appropriate by the treating physician. If telemedicine medical services are utilized, Grantee shall ensure the TB Standards of Care are maintained. Grantee must develop written procedures for provision of telemedicine medical services that comply with all applicable laws, including Texas Occupations Code, Title 3, Chapter 111; Grantee's licensing board rules and those requirements set forth in Attachment I of this Contract. IL PERFORMANCE MEASURES System Agency will monitor the Grantee's performance of the requirements in Attachment A- 1 and compliance with the Contract's terms and conditions. If Grantee fails to meet any of the performance measures or reporting requirements, System Agency may request an action plan from Grantee regarding issues or deficiencies identified. Such action plans must outline any barriers and a plan to address them and are due to System Agency within two (2) weeks of the date they were requested. Grantee must take actions directed by System Agency following the Agency's review of the plan submitted and must do so within the timeframes directed by System Agency. This requirement does not excuse any violation of this Contract, nor does it limit System Agency to any other available options or remedies under the Contract. III. INVOICE AND PAYMENT Grantee shall bill, and System Agency shall pay Grantee based upon Grantee's submission of a monthly detailed and accurate invoice describing the services performed in completion of the responsibilities outlined in Attachment A-1. Invoices and supporting documentation shall be submitted to System Agency no later than thirty (30) days after the last day of each month. A Grantee shall request payments monthly using the State of Texas Purchase Voucher (Form B-13) at htt2://www.dshs.texas.gov/grants/forms/bl3fonn.doc. Voucher and any supporting documentation must be mailed or submitted by fax or electronic mail to the address or fax number below. Invoices and all supporting documentation must be emailed to invoices e,dshs.texas._gov and DSHS Contract No.HHS001096400011 Page 5 of 7 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 crosinvoicesgdshs.texas.gov simultaneously. Invoices must be submitted monthly to prevent delays in subsequent months. Grantees that do not incur expenses within a month are required to submit a"zero dollar" invoice on a monthly basis. Grantee must submit a final close-out invoice and final financial status report no later than 45 days following the end of the Contract term. Invoices received more than 45 days after the end of the Contract term are subject to denial of payment. 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: Invoices e,dshs.texas.gov, CMSinvoicesgdshs.texas.gov and TBContractReportinggdshs.texas.gov Failure to submit required information may result in delay of payment or return of invoice. Billing invoices must be legible. Illegible or incomplete invoices which cannot be verified will be disallowed for payment. B. Grantee shall submit the Financial Status Report(FSR-269A)biannually as outlined below. Grantee shall email the Financial Status Report(FSR-269A) and the Match Certification Form (B-13A)to the following email addresses:- FSR_rg antsgdshs.texas.gov and TBContractReportin e,dshs.texas._og_v. The Financial Status Report(FSR-269A) can be located at: ha2s://www.dshs.texas.gov/hivstd/contractor/cmsforms.shtm Grantee shall request the Match Certification Form (B-13A) from System Agency via email. C. Grantee will be paid on a cost-reimbursement basis and in accordance with Attachment B-1 of this Contract. IV. REPORTING REQUIREMENTS Report Name Frequency Period Begin Period End Due Date Annual Progress Annually January 1, 2023 December 31, 2023 February 15, 2023 —Report APR Training Financial Status Biannually January 1, 2023 June 30, 2023 July 31, 2023 Report(FSR) Financial Status Biannually July 1, 2023 December 31, 2023 February 15, 2024 Report FSR Match Annually October 1, 2023 December 31, 2023 February 15, 2024 Reimbursement/ Certification Form (B- _13A)- Final Quarter DSHS Contract No.HHS001096400011 Page 6 of 7 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 ATTACHMENT B-1 CY2023 BUDGET Budget Category DSHS Funds Cash Match Category Total Personnel $33,700.00 $9,670.00 $43,370.00 Fringe Benefits $14,648.00 $0.00 $14,648.00 Travel $0.00 $0.00 $0.00 Equipment $0.00 $0.00 $0.00 Supplies $0.00 $0.00 $0.00 Contractual $0.00 $0.00 $0.00 Other $0.00 $0.00 $0.00 Total Direct Costs $48,348.00 $9,670.00 $58,018.00 Indirect Costs $0.00 $0.00 $0.00 Totals $48,348.00 $9,670.00 $58,018.00 (Remainder of Page Intentionally Left Blank) DSHS Contract No.HHS001096400011 Page 7 of 7 DocuSign Envelope ID: B9BAD55D-9689-4375-BC53-A5B98269B352 Attachment C ( TE .Y., S )5A9 4 Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.2 Published and Effective — July 2022 Responsible Office: Chief Counsel DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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 3.2 Effective July 2022 Page 2 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS........................... 6 1.1 DEFINITIONS.....................................................................................................................................6 1.2 INTERPRETIVE PROVISIONS.......................................................................................................7 ARTICLE II.PAYMENT PROVISIONS......................................................................... 8 2.1 PROMPT PAYMENT........................................................................................................................8 2.2 TAXES..................................................................................................................................................8 2.3 ANCILLARY AND TRAVEL EXPENSES.....................................................................................9 2.4 BILLING..............................................................................................................................................9 2.5 USE OF FUNDS..................................................................................................................................9 2.6 USE FOR MATCH PROHIBITED..................................................................................................9 2.7 PROGRAM INCOME........................................................................................................................9 2.8 NONSUPPLANTING..........................................................................................................................9 2.9 INDIRECT COST RATES............................................................................................................. 10 ARTICLE III. STATE AND FEDERAL FUNDING..................................................... 10 3.1 EXCESS OBLIGATIONS PROHIBITED.................................................................................... 10 3.2 NO DEBT AGAINST THE STATE.............................................................................................. 10 3.3 DEBTS AND DELINQUENCIES.................................................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS............................................................................................ 10 ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS.................. 11 4.1 ALLOWABLE COSTS................................................................................................................... 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS.............................................. 12 ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS........................................................................................................... 12 5.1 WARRANTY.................................................................................................................................... 12 5.2 GENERAL AFFIRMATIONS........................................................................................................ 13 5.3 FEDERAL ASSURANCES............................................................................................................. 13 5.4 FEDERAL CERTIFICATIONS..................................................................................................... 13 5.5 STATE ASSURANCES................................................................................................................... 13 HHS Uniform Terms and Conditions—Grant v 3.2 Effective July 2022 Page 3 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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.......................................................... 15 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...................................................................................................................... 19 9.1 REMEDIES....................................................................................................................................... 19 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...............................................................................22 ARTICLE XI. GENERAL PROVISIONS......................................................................22 11.1 AMENDMENTS...............................................................................................................................22 11.2 NO QUANTITY GUARANTEES..................................................................................................22 HHS Uniform Terms and Conditions-Grant v 3.2 Effective July 2022 Page 4 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 11.3 CHILD ABUSE REPORTING REQUIREMENTS....................................................................22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS.............................................................................................23 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................................................................................26 11.16 FUNDING DISCLAIMERS AND LABELING............................................................................26 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 3.2 Effective July 2022 Page 5 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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 Prope . 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. "PaLty" means either the System Agency or Grantee, individually. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 6 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 "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 Granteemustperform tocomplete 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.3.2 Effective July 2022 Page 7 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 (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.3.2 Effective July 2022 Page 8 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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.3.2 Effective July 2022 Page 9 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 10 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 B. "Overpayments" as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates;(ii)that are not allowed under applicable laws,rules, or regulations; or(iii)that are otherwise inconsistent with this 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 11 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 threshold amount includes federal funds passed through by way of state agency awards. 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_report2hhsc.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, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 12 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 13 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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 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 Parry IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency,or shall obtain from the applicable third parry 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 Parry 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 parry's written approval for Grantee to use any Third Parry 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 14 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 15 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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. E. During the time that State Property is in the possession of Grantee, Grantee shall be responsible for: i. all repair and replacement charges incurred by State Agency that are associated with loss of State Property or damage beyond normal wear and tear, and ii. all charges attributable to Grantee's use of State Property that exceeds the Grant Agreement scope. Grantee shall fully reimburse such charges to System Agency within ten (10) calendar days of Grantee's receipt of System Agency's notice of amount due. Use of State Property for a purpose not authorized by the Grant Agreement shall constitute breach of contract and may result in termination of the Grant Agreement and the pursuit of other remedies available to System Agency under contract, at law, or in equity. 7.2 DAMAGE TO STATE PROPERTY A. In the event of loss, destruction, or damage to any System Agency or State of Texas owned, leased, or occupied property or equipment by Grantee or Grantee's employees, agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the State of Texas for the full cost of repair, reconstruction, or replacement of the lost, destroyed, or damaged property. B. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or property within one (1)business day. Grantee shall reimburse System Agency and the State of Texas for such property damage within ten(10) calendar days after Grantee's receipt of System Agency's notice of amount due. 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency's request. 7.4 EQUIPMENT AND PROPERTY A. The Grantee must ensure equipment with a per-unit cost of$5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment, whether acquired in part or whole with grant funds, until disposition occurs. B. When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement, use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 16 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 17 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 18 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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, 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: HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 19 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 20 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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. 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 OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt,System Agency shall not indemnify Grantee or any other entity under the Grant Agreement. 102 INTELLECTUAL PROPERTY GRANTEE SHALL DEFEND,INDEMNIFY,AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS,VIOLATIONS,MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY,PUBLICITY OR PRIVACY RIGHTS,AND/OR IN CONNECTION WITH OR ARISING FROM: 1 THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; ii. ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER;AND/OR K 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 21 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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 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 111 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 use the Texas Abuse Hotline Website located at https:///www.txabusehotline.org/Login/Default.aspx as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 22 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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; 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. 11S 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, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 23 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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 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. 11B 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. 119 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 24 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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. 11JI 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. IIJ2 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 parry 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 parry could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such parry is unable to overcome. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 25 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 26 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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. 1110 ENTIRE CONTRACT AND MODIFICATION The Grant Agreement constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Grant Agreement will be harmonized with this Grant Agreement to the extent possible. 1121 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 27 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15,prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. D. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at:_ haps://hhs.texas.gov/about-hhs/your-rights/civil-ri ghts-office/civil//hhs.texas.gov/about-hhs/your-rights/civil-ri ghts-office/civil-rights-posters. E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 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. 1125 ENTERPRISE INFORMATION MANAGEMENT STANDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS Office of Data, Analytics, and Performance. 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 28 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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 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.3.2 Effective July 2022 Page 29 of 29 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 HEALTH AND HUMAN SERVICES Contract Number HHS001096400011 Attachment D CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations, HHS includes both the Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). System Agency refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees (referred to as "Contractor")regardless of their business form (e.g., individual,partnership, corporation). By entering into this Contract, Contractor affirms, without exception, understands, and agrees to comply with the following items through the life of the Contract: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractor's principals, officers, directors, shareholders,partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Contract and any related Solicitation. 2. Complete and Accurate Information Contractor represents and warrants that all statements and information provided to HHS are current, complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Public Information Act Contractor understands that HHS will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material prepared and submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 4. Contracting Information Requirements Contractor represents and warrants that it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J (Additional Provisions Related to Contracting Information), Chapter 552 of the Government Code, may apply to the Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 1 of 13 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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.2.2 Effective May 2022 Page 2 of 13 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 231.006(f). 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.2.2 Effective May 2022 Page 3 of 13 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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.2.2 Effective May 2022 Page 4 of 13 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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.2.2 Effective May 2022 Page 5 of 13 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffalrSReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin, Texas 78708-5200 29. Antitrust The undersigned affirms under penalty of pe@ry 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.2.2 Effective May 2022 Page 6 of 13 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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.2.2 Effective May 2022 Page 7 of 13 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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.2.2 Effective May 2022 Page 8 of 13 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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.2.2 Effective May 2022 Page 9 of 13 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 44. Cloud Computing State Risk and Authorization Management Program(TX-RAMP) 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.2.2 Effective May 2022 Page 10 of 13 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 11 of 13 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 55. 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). 56. 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.2.2 Effective May 2022 Page 12 of 13 DocuSign Envelope ID: B9BAD55D-9689-4375-BC53-A5B98269B352 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. Fs DocuSigned by: 1uAt, Viva, September 22,2022 7A18 293F 0 igna ure 3 Authorized Representative Date Signed Steve Viera Interim Director of Health Printed Name of Authorized Representative Title of Authorized Representative First,Middle Name or Initial, and Last Name 1702 Horne Rd Corpus Christi,TX 78416 Physical Street Address City, State,Zip Code NA NA Mailing Address, if different City, State,Zip Code NA NA Phone Number Fax Number NA 069457786 Email Address DUNS Number 74-6000-574 17460005741 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.2.2 Effective May 2022 Page 13 of 13 DocuSign Envelope ID: B9BAD55D-9689-4375-BC53-A5B98269B352 '4�,v Heaalh Health and Human Texas Department of State ATTACHMENT G Q.�u�a 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): Corpus Christi Nueces County Public Health District Constance Sanchez,constancepe.cctexas.com,361-826-3227 Primary Address of Contractor: Zip Code: 9-digits required www.usns.com 78416 1702 Horne Rd Corpus Christi,Texas 78416 Unique Entity ID (UEI): This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.gov (VIN) — 14 digits: 069457786 17460005741027 Printed Name of Authorized Representative: Signature of Authorized Representative Steve Viera DocnSigned by: Eshm-t' vt v6u 7A188293F923439... Title of Authorized Representative Date Signed Interim Director of Health September 22,2022 1 Department of State Health Services Form 4734—April 2022 Contract Management Section DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 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 X 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 ❑X 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 ❑X 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? 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-April 2022 Contract Management Section DocuSign Envelope ID: B9BAD55D-9689-4375-BC53-A5B98269B352 Attachment I TEXAS Health and Human Services Health and Human Services (HHS) Additional Provisions — Grant Funding Version 1.0 Effective: February 2021 Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 1 of 6 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 TABLE OF CONTENTS 1. TURNOVER PLAN..............................................................................................................3 2. TURNOVER ASSISTANCE................................................................................................3 3. CONSENT TO MEDICAL, DENTAL, PSYCHOLOGICAL, AND SURGICAL TREATMENT OF A CHILD ..............................................................................................3 4. TELEMEDICINE/TELEHEALTH SERVICES...............................................................3 5. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY....................................................................................................................4 6. MEDICAL RECORDS RETENTION................................................................................4 7. INTERIM EXTENSION AMENDMENT..........................................................................4 8. DUPLICATION OF FUNDING.......................................................................................... 5 9. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS.................... 5 10. NOTICE OF GRANT AGREEMENT/CONTRACT ACTION....................................... 5 11. NOTICE OF BANKRUPTCY............................................................................................. 5 12. NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL................. 6 Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 2 of 6 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 ADDITIONAL PROVISIONS The terms and conditions of these Additional Provisions are incorporated into and made a part of the Contract. Terms included in these Additional Provisions and not otherwise defined have the meanings assigned to them in HHS Uniform Terms and Conditions-Grant v. 3.2 (July 2022), Attachment C. 1. TURNOVER PLAN System Agency, in its sole discretion, may require Grantee to develop and submit a Turnover Plan at any time during the term of the Contract. Grantee must submit the Turnover Plan to System Agency for review and approval. The Turnover Plan must describe Grantee/Contractor's policies and procedures that will ensure: i. The least disruption in the implementation and performance of grant-funded activities during Turnover; and ii. Full cooperation with System Agency or its designee in transferring the performance and obligations of the Contract. 2. TURNOVER ASSISTANCE Grantee will provide any assistance and actions reasonably necessary to enable System Agency or its designee to effectively close out the Contract and transfer the performance and obligations of the Contract to another Grantee or to System Agency if necessary. Grantee agrees that this obligation survives the termination, regardless of whether for cause or convenience, or the expiration of the Contract and remains in effect until completed to the satisfaction of System Agency. 3. CONSENT TO MEDICAL,DENTAL, PSYCHOLOGICAL,AND SURGICAL TREATMENT OF A CHILD Unless a federal law applies, before a Grantee or its subcontractor can provide medical, dental,psychological or surgical treatment to a minor without parental consent, informed consent must be obtained as required by Texas Family Code Chapter 32. 4. TELEMEDICINE/TELEHEALTH SERVICES If Grantee or its subcontractor provides grant-fundedtelemedicine/telehealth services, these services shall be in accordance with the Grantee's written procedures, applicable law, the Grantee's or subcontractor's licensing board rules, and System Agency equipment standards, if applicable. Grantee's procedures for providing telemedicine/telehealth service must include the following requirements: i. Consider any contraindications to the use of telemedicine/telehealth; ii. Qualified staff members to ensure the safety of the individual being served by telemedicine/telehealth at the remote site; iii. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws; iv. Use by credentialed licensed providers providing clinical care within the scope of their Health and Human Services Additional Provisions V.1.0—Grant Funding Effective:February 2021 Page 3 of 6 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 licenses; v. Demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; vi. Priority in scheduling the system for clinical care of individuals; vii. Quality oversight and monitoring of satisfaction of the individuals served;and viii.Management of information and documentation for telemedicine/telehealth services that ensures timely access to accurate information between the two sites. Telemedicine/telehealth Services does not include chemical dependency treatment services provided by electronic means under 25 Texas Administrative Code Rule §448.911. 5. 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. Meaningful access may entail providing language assistance services, including oral interpretation and written translation, if necessary. More information can be found at https://www.lep.gov/. 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. 6. MEDICAL RECORDS RETENTION Grantee/Contractor shall retain medical records in accordance with 22 TAC §165.1(b)or other applicable statutes,rules and regulations governing medical information. 7. INTERIM EXTENSION AMENDMENT A. Prior to or on the expiration date of this Grant Agreement/Contract,the Parties agree that this Grant Agreement/Contract can be extended as provided under this section. B. The System Agency shall provide written notice of interim extension amendment to the Grantee/Contractor 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/Contractor will provide and invoice for services in the same manner that is stated in the Grant Agreement/Contract. E. An interim extension under subsection (B)(i) of this section shall extend the term of the Grant Agreement/Contract not longer than 30 days after governor's disaster declaration is Health and Human Services Additional Provisions V.1.0—Grant Funding Effective:February 2021 Page 4 of 6 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 declared unless the Parties agree to a shorter period of time. F. An interim extension under subsection(B)(i)of this section shall be a one-time extension for a period of time determined by the System Agency. 8. DUPLICATION OF FUNDING A. If Grantee receives any funding that is duplicative of funding received under this Grant Agreement/Contract that cannot be used for new or expanded eligible grant activities, Grantee will notify the assigned contract manager as soon as possible. System Agency may issue an amendment modifying budget and/or project activities to eliminate duplication. Additionally, Grantee understands that duplicative funding that cannot be re-programmed to support new or expanded grant-funded activities within the program's scope may be de- obligated from this Grant Agreement/Contract and returned to System Agency. 9. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS A. Grantee shall immediately report in writing to its assigned System Agency 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 been placed on community supervision,received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. B. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed in writing by the System Agency. 10. NOTICE OF GRANT AGREEMENT/CONTRACT ACTION Grantee shall notify the assigned System Agency contract manager if Grantee has any grant agreement or contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five business days of becoming aware of the action and include the following: i. Reason for such action; ii. Name and contact information of the local, state or federal department or agency or entity; iii. Effective start date of the grant agreement/contract; iv. Date of suspension or termination; and v. Grant agreement/contract or case reference number. 11. NOTICE OF BANKRUPTCY Grantee shall notify in writing the assigned System Agency contract manager of its plan to seek bankruptcy protection within five business days of such action by Grantee. Health and Human Services Additional Provisions V.1.0—Grant Funding Effective:February 2021 Page 5 of 6 DocuSign Envelope ID: B9BAD55D-96B9-4375-BC53-A5B98269B352 12. NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL The Grantee shall notify in writing the assigned System Agency contract manager within ten business days of any change to the Grantee's Contact Person or Key Personnel. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Health and Human Services Additional Provisions V.1.0—Grant Funding Effective:February 2021 Page 6 of 6 DocuSign Certificate Of Completion Envelope Id: B9BAD55D96B94375BC53A5B98269B352 Status:Completed Subject: Please DocuSign: HHS001096400011; Corpus Christi;A-1;TB Signature Packet Source Envelope: Document Pages:57 Signatures:4 Envelope Originator: Certificate Pages: 5 Initials:0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov I P Address: 167.137.1.16 Record Tracking Status:Original Holder: CMS Internal Routing Mailbox Location: DocuSign 9/22/2022 11:03:51 AM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Steve Viera ED—Sig—dby: Sent:9/22/2022 11:15:11 AM SteveV@cctexas.com fw�' Vitra Viewed: 9/22/2022 3:07:44 PM Interim Director of Health 7A188293F923439 Signed: 9/22/2022 3:25:08 PM Corpus Christi-Nueces County Public Health Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 155.190.8.7 Electronic Record and Signature Disclosure: Accepted: 3/1/2022 5:00:47 PM ID:4f8f2f59-1a8a-43c3-a675-dd40eae6c04f Susana Garcia Completed Sent:9/22/2022 3:25:12 PM Susana.Garcia@dshs.texas.gov Viewed: 9/22/2022 3:27:53 PM CTCM, Unit Director Signed: 9/22/2022 3:28:53 PM DSHS Using IP Address:72.178.217.9 Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/22/2022 3:27:53 PM ID:e8f2ce7b-059b-41db-9309-ee3f765946d4 PATTY MELCHIOR Completed Sent:9/22/2022 3:28:58 PM Patty.Melchior@dshs.texas.gov Viewed: 9/22/2022 3:30:13 PM Director, DSHS CMS Signed: 9/22/2022 3:30:45 PM Security Level: Email,Account Authentication Using IP Address: 167.137.1.17 (None) Electronic Record and Signature Disclosure: Accepted: 5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 Imelda GarciaD OA C—ArC1a S 9 d by: Sent:9/22/2022 3:30:50 PM �MC ImeldaM.Garcia@dshs.texas.gov Viewed: 9/22/2022 4:17:25 PM Associate Commissioner 87AFo32AD9D24A9... Signed: 9/22/2022 4:17:36 PM Texas Health and Human Services Commission Signature Adoption: Pre-selected Style Security Level: Email,Account Authentication Using IP Address: 166.205.54.28 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 7/6/2021 8:08:45 AM ID: 1 a6909aa-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 Lacy AlexanderCOPIED Sent:9/22/2022 11:15:10 AM Iacy.alexander@dshs.texas.gov Viewed: 9/22/2022 11:16:56 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Damiana Penai C Sent:9/22/2022 11:15:10 AM L DamianaP@cctexas.com i Viewed: 9/22/2022 11:16:08 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailboxi C Sent:9/22/2022 4:17:40 PM CMS.InternalRouting@dshs.texas.gov i L 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 9/22/2022 11:15:10 AM Certified Delivered Security Checked 9/22/2022 4:17:25 PM Signing Complete Security Checked 9/22/2022 4:17:36 PM Completed Security Checked 9/22/2022 4:17:40 PM 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:Steve Viera,Susana Garcia, PATTY MELCHIOR, Imelda Garcia 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 to accept and amend a grant contract for the Tuberculosis Prevention and Control-Federal (TB/PC-FED) grant in the amount of $48,348 from the Texas Department of State Health Services in the Health Grants fund with a City match of $9,670, to provide tuberculosis prevention and control services. City Council October 25, 2022 Summary and Background 2023 Tuberculosis Prevention and Control-Federal (TB/PC-FED) Grant • Propose of the Tuberculosis Prevention and Control-Federal (TB/PC-FED) Grant is to provide for personnel costs to offer services and associated activities to prevent and control tuberculosis within the jurisdiction of the Corpus Christi-Nueces County Public Health District (CCNCPHD). o Grant contract period from January 1, 2023, and will go through December 31, 2023 o This grant is an award with funding in the amount of$48,348.00,with a 20% match by the City. o DSHS is allowing the CCNCPHD to use 20% of the annual salary of the TB Program Manager who is paid by the City of Corpus Christi General Fund to satisfy the 20% grant match requirement. City Council October 25, 2022 Fiscal Impact and Staff Recommendation 2023 Tuberculosis Prevention and Control-Federal (TB/PC-FED) Grant Fiscal Impact: • Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% ($9,760) of the grant amount of$48,348. The City match has been included in various accounts for FY 2023. 0 1 FTE grant funded position Staff Recommendation: Approval of the two-reading ordinance. City Council October 25, 2022 .¢yUs cry, O r U NORPti PAt Ea 1852 AGENDA MEMORANDUM Action Item for the City Council Meeting of October 25, 2022 DATE: October 25, 2022 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 6effreyea-cctexas.com (361) 826-3851 Gabriel Hinojosa, Interim Director of Public Works gabrielra-cctexas.com (361) 826-1877 Heather Hurlbert, CPA, CGFO, Director of Finance & Procurement heatherh3a-cctexas.com (361) 826-3227 Professional Services Contract Northwest Blvd Drainage Improvements CAPTION: Ordinance authorizing a professional services contract with Hanson Professional Services Inc. in the amount of$143,057.50 for the Northwest Blvd Drainage Feasibility Study, an FY 2022 budget initiative; appropriating $143,057.50 from unreserved fund balance in 1020 General Fund and amending the FY 2023 Public Works Operating Budget; Council District 1. SUMMARY: This ordinance authorizes approval of a professional services contract to conduct a Drainage Feasibility Study for a segment of the Northwest Blvd corridor between River Hill Dr and County Road 69. In the FY 2022 budget, $150,000 was earmarked for this project. However, due to necessary procurement and preparation activities, the project was not ready for the funding to be appropriated from the FY 2022 General Fund to the FY 2022 Public Works operating budget. As a result, the $150,000 was carried over from the FY 2022 General Fund to the FY 2023 General Fund Unreserved Fund Balance. If approved, this agenda item will allow for $143,057.50 of the $150,000 to be appropriated to the FY 2023 Public Works operating budget to complete the project. BACKGROUND AND PURPOSE: Northwest Blvd (FM 624) roughly 4,500 feet from County Road 69 to FM 1889 is approximately 0.85 miles in length. This section of FM 624 is a raised four-lane divided highway with roadside ditches and driveway culverts. The area drains to the north to the Nueces River Basin on the northern side of FM 624. The area on the southern side of the highway flow in a southernly direction into the upper Oso Creek Basin. The area adjacent to this section of highway experiences issues with flooding due to inadequate infrastructure to convey the flow to an adequate outfall. The intent of the project is to evaluate options for improving drainage. This professional services contract will provide services for a feasibility study, which includes coordination with city, county, and state officials, a survey of existing conditions, detailed drainage study and a project phasing plan. PROJECT TIMELINE: 2022-2023 October - February March Feasibility Study Prelim. Design` "If remaining funds allow Projected schedule reflects City Council award of professional services in October 2022 with anticipated completion by March 2023. COMPETITIVE SOLICITATION PROCESS: Hanson Professional Services Inc. was selected in June of 2021 under RFQ 3977-Professional Engineering Services for Northwest Blvd Drainage Improvements project, which was one of three projects announced under the Stormwater CIP 2022 Projects category of the RFQ. Eight firms submitted qualifications for the Northwest Blvd Drainage Improvements. The selection committee was comprised of representatives from the Public Works and Engineering Services Department. The final evaluation ranked Hanson Professional Service Inc. as the highest ranked firm based on four factors: 1) "Experience on projects of similar scope and complexity", 2) "Team members experience with work of similar scope and complexity", 3) "Demonstrated understanding of the scope of services", and 4) "Demonstrated experience providing these services". Hanson Professional Services Inc. has worked on City projects for over twenty years and has completed many projects. Notable local projects include Oso Creek Basin Stormwater Relief, Williams Ditch Stormwater System Assessment, and the Drainage Master Plan for Nueces County. ALTERNATIVES: Council could elect not to award the contract to Hanson Professional Services Inc. Not awarding the contract for professional services will delay flood relief to the properties adjacent to the Northwest Blvd corridor and increasing the potential for long-term flooding damage. FISCAL IMPACT: The fiscal impact to FY 2023 is an amount not to exceed $143,057.50 with funding available through the Operating Budget. FUNDING DETAIL: Fund: General Fund (1020) Org: N/A Mission Elem: N/A Project: N/A Account: Unreserved Fund Balance (251850) Activity: N/A Amount: $143,057.50 Fund: General Fund (1020) Org: Street Lighting (12460) Mission Elem: Maintain Pavement and Associated Improvements (051) Project: NW Blvd Drainage (Project No. NCAP22011) Account: Professional Services (530000) Activity: N/A Amount: $143,057.50 RECOMMENDATION: Staff recommends approval of the professional services contract with Hanson Professional Services Inc. in an amount not to exceed $143,057.50 for the Northwest Blvd Drainage Feasibility Study. This study will begin in October 2022 with estimated completion by March 2023. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Evaluation Matrix Proposal Presentation Ordinance authorizing a professional services contract with Hanson Professional Services Inc. in the amount of $143,057.50 for the Northwest Blvd Drainage Feasibility Study, an FY 2022 budget initiative; appropriating $143,057.50 from unreserved fund balance in 1020 General Fund and amending the FY 2023 Operating Budget; Council District 1. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $143,057.50 from the unreserved fund balance is appropriated in the No. 1020 General Fund. SECTION 2. The Corpus Christi FY2022-2023 Operating Budget adopted by Ordinance No. 032855 is amended to increase expenditures by $143,057.50. SECTION 3. The City Manager or designee is authorized to execute a professional services contract with Hanson Professional Services Inc. in an amount not to exceed $143,057.50 for the Northwest Blvd Drainage Feasibility Study. 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 PROJECT LOCATION N SCALE: N.T.S. LOCATION MAP NOT TO SCALE ar PROJECT LOCATION NUECES RNER 824 NUECES BAY ANNAVILLE i 77 0 o RR�O R U � W S Y SHIP C Q i CORPUS CHRISTI 0 ° Pio I LEOPARD v d a' ROBSTOWN z 44 44 CORPUS CHRISTI pk"/ 288 INTERNATIO AIRPORT 4� OµGP 358 � 00 z CABA N N T N m 3P 0 ° o Moir FIELD SS FIELD VICINITY MAP 43 NOT TO SCALE Northwest Boulevard CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI,TEXAS from CR 69 to FM 1889 DEP ARTMENT OF ENGINEERING SERVICES W ry � %r. . Y N SCALE: N.T.S. PROJECT LOCATION w , R my n k � _ V FR a 100 0 All I A . k r M !" AERIAL MAP NOT TO SCALE PROJECT NUMBER: T.B.D. Northwest Blvd CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI,TEXAS from CR 69 to FM 1889 DEPARTMENT OF ENGINEERING SERVICES "'� RFQ No.3977 Professional Engineering Services for Capital Improvement Projects FY2022 N—h—t BW—iImprovements - H--Professional International Lockwood Andrews Proposal Evaluation S-r. Fr.....d Nwh.1. H.IffA.—.- services C.—Itirg Ergir... KCIT.hr.l.gi. -d N-- Mendez Engineering M.—Engineering Minimum Q..Ififi—... P.../Fail P... Pa,, Paaa Paaa P... U--g I—bfi—i- N.M.—W lawsuits P—5 Y—, N.M.—W Fl.tI—,P—5 Years ,i References Provided f.,Fi— Te W-1 F,— 80 63 56 67 42 4s 38 K 37 Experience on-j—of similar and-I-itV 7 5 5 7 2 4 1 2 2 Demonstrated capability&r.p.riW on comparable-j— 7 5 5 5 4 4 5 2 4 Past Performance 7 5 5 5 4 4 5 2 4 T——r,b—with--i—and qualifications 7 5 5 5 4 4 5 4 4 T——b—-wr-with—k of similar—pe and—pl-rW 7 5 5 7 4 4 5 4 4 —H.bilrW of---to accompi ish the—k 7 5 5 5 4 4 5 2 4 D---d un d—t-ding of the scope of—i— 19 14 14 19 10 M 14 5 M D---d un d—t-ding and-wr-with.ru blir--V 19 19 14 14 M 14 14 M 5 I—. 20 13 o 18 o o o o o D--t—d E-H—providing these Services 5 4 0 5 T——b—with-wr-and qualifications 5 4 0 4 Demonsiraied L"Services Li ,i—,gof scope f services 2 �22 �2 � �2 22Knowledge of 0 Cbilrtytrf,,—,k 4 3 0 3 T-1 m 78 58 as 42 48 58 31 37 HANSON Hanson Professional Services Inc. 4501 Gollihar Road Engineering I Planning I Allied Services Corpus Christi,Tx.78401 (361-814-9900 www.hanson-inc.com September 6, 2022 Mr. Jeffrey H. Edmonds Director of Engineering Services City of Corpus Christi 1201 Leopard St. 3rd Floor City Hall Corpus Christi, TX 78401 Re: Scope of Services — Northwest Blvd Drainage Improvements Dear Mr. Edmonds. On behalf of Hanson Professional Services we are pleased to provide this scope and fee for the completion of a drainage assessment and recommendations related to the area along North Boulevard (FM 624) from County Road 69 to FM 1889. Hanson visited the site along with City of Corpus Christi Representatives and attended a project scoping meeting to discuss the intent of the project. The proposed scope of work will be broken up into five phases: 1 . Preliminary Phase. 2. Engineering Drainage Study 3. Implementation Plan 4. Design Phase (Allowance) 5. Surveying/Base Map Preparation Hanson Professional Services Inc. proposes to perform the scope of services summarized above for the lump-sum fee of $143,057.50. Our team members are ready to proceed with the work. We thank you for this opportunity and look forward to working with you on this project. Kind regards, HANSON PROFESSIONAL SERVICES INC. W49 Wilfredo Rivera, Jr., P.E. Vice-President 21 L0229E\Admin IPro posal\North WestB1vd(09062022).docs Jeffrey H. Edmonds September 6, 2022 SCOPE OF WORK The intent of the project is to evaluate options for improving drainage for an area that is adjacent to Northwest Blvd (FM 624) roughly 4500 LF from County Road 69 to FM 1889. Along this section FM 624 is a raised 4-lane divided highway with roadside ditches and driveway culverts. The area drains to the north to the Nueces River Basin on the northern side of FM 624. The area on the southern side of the highway tends to flow in a southernly direction into the upper Oso Creek Basin. The developed area adjacent to this section of highway tends to be much lower than the highway and experiences issues with flooding possibly due to inadequate infrastructure to convey the flow to an adequate outfall. The proposed scope of work will be broken up into five phases: 1 . Preliminary Phase. 2. Engineering Drainage Study 3. Implementation Plan 4. Design Phase (Allowance) 5. Surveying/Base Map Preparation PRELIMINARY PHASE 1 . Hanson will conduct a coordination meeting with the major parties involved including the City of Corpus Christi, TxDOT, Nueces County Water Control and Improvements District #3 and Nueces County. The intent of the meeting will be to get a thorough understanding of existing concerns, boundaries, and existing/future plans for improvements in the area. 2. Hanson will collect and review all existing plans and documents that would affect the drainage improvements. Including the City's current/new drainage master plan, the county's drainage master plan, TxDOT's master plan and the future development plan for the area. 3. Hanson will conduct a thorough site visit of the area in order to determine the major/minor drainage issues, the existing constraints, and probable improvement opportunities. ENGINEERING DRAINAGE STUDY 1 . Hanson will prepare a study to document the existing conditions, determine the existing conveyance capacity of the drainage system and recommend improvements to help alleviate drainage issues and plan for future development. The study will include: a. Delineate the existing Drainage Basin(s). Utilize a combination of existing lidar/aerials to be supplemented with additional on the ground surveys and new drone surveys. b. A detailed Hydrologic Model for existing conditions and future built out conditions. c. A detailed Hydraulic Model for existing conditions and future conditions. d. A master plan for the area that identifies opportunities for improving the drainage and complies with future development plans in the area. Jeffrey H. Edmonds September 6, 2022 e. A written report summarizing the findings, recommendations, and associated Opinions of Probable Construction Costs. The draft version of the report will be provided to the City for review and comment. Submit one draft report for review and comment. f. Attend a one review meeting with the City and other stakeholders to discuss draft report. g. Hanson will finalize the report and submit to the City for future implementation of the plan. IMPLEMENTATION PLAN 1 . Hanson will work with the City to develop an implementation plan for the area. 2. The Plan will identify some of the minor/major components which could be constructed or improved in order to alleviate drainage in the area. 3. The plan will take into consideration the findings and recommendations of the drainage study. 4. The plan will discuss potential funding opportunities for financing the improvements. 5. The plan will include a priority listing of items which should be completed earlier in order to ensure that the downstream or outfall improvements are sufficient. 6. The plan will be provided to the City to be utilized as a tool for planning funding and phasing of the overall improvements in the area. DESIGN PHASE (ALLOWANCE T&M) 1. If design/construction funding is available, Hanson will work with the City to design/implement some of the minor localized components which could be constructed or improved in order to alleviate drainage in the area. 2. Construction will be completed utilizing the City's existing drainage contractor under a Master Service Agreement. 3. The effort will be billed on a Time and Material Basis SURVEYING/BASE MAPS/AERIAL 1 . In order to provide a detailed assessment of the area, current topographic data and aerial photography will be required. 2. Hanson will complete a detailed topographic survey of the sub-basin area including impacted highways, roadways, drainage structures, adjacent properties, and outfall structures. 3. Hanson will complete a new high resolution drone aerial survey to provide video and still photos of key areas that will be improved. 4. The topographic survey will be utilized for the H/H study as well as for preliminary design of the recommended improvements. SUMMARY OF FEES Jeffrey H. Edmonds September 6, 2022 Project Name:Northwest Blvd Drainage Proj.No. :TBE Project Limits:CR 69 to FM 1889 Fee for Basic Services Original Contract Amend.#1 Amend#2 Amend.3 Contract Sub-Total 1.Preliminary Phase $ 10,515.00 $ 10,515.00 2.Report Phase $ 75,921.00 $ 75,921.00 3.Implementation Plan $ 7,028.00 $ 7,028.00 4.Design Phase(Allowance T&M) $ 19,004.00 $ 19,004.00 Subtotal Basic Service Fees $ 112,468.00 $ $ $ 112,468.00 Fee for Additional Services 1.Topogrpahic Survey $ 30,589.50 $ 30,589.50 $ $ Sub-Total Additional Services $ 30,589.50 $ $ $ $ 30,589.50 Total Authorized Fee $ 143,057.50 $ $ $ $ 143,057.50 PROJECT SCHEDULE Northwest Blvd Drainage Activity Completion Date Notice to Proceed October, 2022 Preliminary Phase November, 2022 Engineering Drainage Study January, 2023 Implementation Plan February, 2023 Surveying/Bas Maps November, 2022 Design Phase (Optional) March, 2023 Corpus Chr s[i Engineering Northwest Blvd Drainage Improvements Council Presentation October 25, 2022 Project Location Corpus Chr sti Engineering PROJECT LOCATION SCAT:N.T.S. MACES MY °.:. PROJECT LOCATION NNNNLLE Wptf . NOR' + �NEST13LVD 2 Project Scope corpusChrst; Engineering A brief summary of proposed activities is as follows: ❑ Feasibility Study • Coordination with city, county and state officials • Survey of existing conditions & drainage patterns • Discussing of funding opportunities ❑ Preliminary Design (if remaining funds allow) 3 Project Schedule Corpus Chr sti Engineering October - February March Feasibitty Study Prelim. Design" *If remaining funds allow Project schedule reflects City Council award in October 2022 with anticipated completion in March 2023. SC 00 � 0 � AGENDA MEMORANDUM NCORPOR 1�'0 First Reading Ordinance for the City Council Meeting of October 25, 2022 1852 Second Reading Ordinance for the City Council Meeting of November 1, 2022 DATE: October 18, 2022 TO: Peter Zanoni, City Manager FROM: Josh Chronley, Assistant Director of Finance-Procurement Joshc2(a)cctexas.com (361) 826-3169 Amendment No. 5 to Uniformed Security Guard Service CAPTION: Ordinance authorizing Amendment No. 5 to the service agreement with Sec-Ops, Inc., for citywide security guard services in an amount not to exceed $410,904.13, with FY 2023 funding from various funds. SUMMARY: This ordinance authorizes the execution of amendment No. 5 to the service agreement for uniformed security guard services with Sec-Ops, Inc, to extend for an additional 13 weeks and amend the total contract amount not to exceed $410,904.13. BACKGROUND AND FINDINGS: The uniformed security guards are a combination of armed and unarmed guards and provide onsite security at various locations including City Hall, Frost Building (Development Services and EOC), all six libraries, O.N. Stevens Water Plant, CCIA, Corpus Christi-Nueces County Public Health District, J.C. Elliott Landfill, and Cole Park Pier. The security guards are responsible for patrolling and monitoring all spaces contained within the buildings and surrounding parking areas to ensure safety and order are maintained. The current contract was established in 2019 for three years. Prior to the original expiration date of this agreement, Procurement began preparing a solicitation for these services to secure a contract prior to the expiration date. However after further review with upper management, it has been determined that more time is needed to secure a new contract for unformed security guard services. The 13-week extension should be ample time to secure a new contract for the locations listed in the following table and will be billed weekly. Location Weekly Billing City Hall $11 ,663.35 Frost Bank $1 ,344.00 City Libraries $3,341 .26 Public Health District $5,888.40 Corpus Christi International Airport $2,822.40 Water Treatment $1 ,974.00 City Landfill $1 ,752.00 Cole Park Pier $2,822.40 Total Weekly Billing $31,608.01 ALTERNATIVES: An alternative would be to deny the request. Without approval, City would not have any security guard services in have to perform the service using in-house park enforcement officers. FISCAL IMPACT: The fiscal impact for FY2023 budget to the State Hotel Occupancy Tax, General Fund, Water, Airport, Asset Management-Facility Fund is $410,904.13. FUNDING DETAIL: Fund: 1032 State Hotel Occupancy Tax Organization/Activity: 13840 Bay Beach Park Enforcement Mission Element: 141 Manage & Maintain Parks and Recreation Facilities Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $36,691 .20 Fund: 1020 General Fund Organization/Activity: 12504 J.C. Elliott Transfer Station Mission Element: 031 Wase & Brush Collection Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $22,776.00 Fund: 1020 General Fund Organization/Activity: 12800 La Retama Central Library Mission Element: 111 Provide Materials Project # (CIP Only): N/A Account: 530000 Professional Services Cost: 10,678.98 Fund: 1020 General Fund Organization/Activity: 12820 Ben F. McDonald Public Library Mission Element: 111 Provide Materials Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $6,552.00 Fund: 1020 General Fund Organization/Activity: 12850 Dr. C P Garcia Public Library Mission Element: 111 Provide Materials Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $6,552.00 Fund: 1020 General Fund Organization/Activity: 12840 Janet F. Harte Public Library Mission Element 111 Provide Materials Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $6,552.00 Fund: 1020 General Fund Organization/Activity: 12810 Anita & WT Neyland Public Library Mission Element: 111 Provide Materials Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $6,552.00 Fund: 1020 General Fund Organization/Activity 12830 Owen Hopkins Public Library Mission Element: 111 Provide Materials Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $6,552.00 Fund: 4010 Water Organization/Activity: 31010 Stevens Filter Plant Mission Element: 062 Treat Water Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $25,662.00 Fund: 4610 Airport Organization/Activity: 35055 Airport Operations Mission Element: 272 Manage Airport Operations Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $36,691 .20 Fund: 1020 General Fund Organization/Activity: 12610 Health Office Building Mission Element: 101 Enforce Health & Safety Codes Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $17,253.60 Fund: 1066 Health Grants Organization/Activity: 831557F Health COVID Grant Mission Element: 103 Immunize PrvntDisease HlthSury Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $58,203.60 Fund: 1066 Health Grants Organization/Activity: 831323F Health WIC Building Mission Element: 106 Conduct Health Education Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $1 ,092.00 Fund: 5115 Asset Management-Facility Fund Organization/Activity: 40310 Facility Maintenance-City Hall Mission Element: 191 Operate City Buildings and Facilities Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $151 ,623.55 Fund: 5115 Asset Management-Facility Fund Organization/Activity: 40305 Facility Maintenance-Dev Center/EOC Mission Element: 191 Operate City Buildings and Facilities Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $17,472.00 RECOMMENDATION: Staff recommends approval of this ordinance authorizing funding for Security Guard Service with Sec-Ops, Inc. as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Amendment No. 5 Ordinance authorizing Amendment No. 5 to the service agreement with Sec-Ops, Inc., for citywide security guard services for an amount not to exceed $410,904.13, with FY 2023 funding from various funds. WHEREAS, the City entered into Service Agreement No. 2436, which was effective on November 1 , 2019, with a three-year term, for citywide security guard services; WHEREAS, the continuation of services is needed through January 31 , 2024, with funding provided from accounts previously authorized by the City Council in accordance with the parties' executed service agreement. BE IT ORDAINED BY THE CITY COUNCIL FOR THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this ordinance. SECTION 2. The City Council authorizes the City Manager, or his designee, to execute Amendment No. 5 to Service Agreement No. 2436 with Sec-Ops, Inc., for an amount not to exceed $410,904.13, with FY 2023 funding from the various funds indicated in the Certification of Funds document which accompanies this ordinance. 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: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor DocuSign Envelope ID:A3B1 DOBD-041 F-4F5E-A6EC-CA1034221 E1A uvo,�T- 0 Amendment City of Corpus Christi Contracts and Procurement Date: September 26, 2022 Service Agreement No: 2436 — Uniformed Security Guard Services Reference: SA 2436 Amendment No. 5 Service Agreement Current Not to Exceed Value: $3,923,464.50 The CITY OF CORPUS CHRISTI, TEXAS, hereinafter referred to as the City, and Sec-Ops, Inc., hereinafter referred to as the Contractor, do hereby make and enter into this amendment (the "Amendment") which, together with the Service Agreement No. 2436 (the "Agreement") and all other duly executed amendments, constitutes the entire agreement between the City and the Contractor. 1. This Amendment modifies the Term of the Agreement to extend it through January 31 , 2023, to allow 13 weeks needed to execute a new agreement. 1 . Current Agreement Term: 11/01/2019-10/31/2022 2. Revised Agreement Term: 11/01/2019-01/31/2023 11. Section 3. Compensation and Payment of the Agreement is amended by increasing the estimated value of the Agreement by $410,904.13, Attachment B-1 , Supplement Estimate, which is attached and incorporated by reference into this Amendment, pursuant to this Amendment, therefore, the revised value of the Agreement is not to exceed $4,334,368.63. The Contractor and the City agree to and shall abide by all terms and conditions of the original Agreement and any amendments to that Agreement, to the extent they are not in conflict with the terms of this Amendment. Doc"u'S�gned b1 y: �bb vi (A1 10/4/2022 TT ob��$VZF��tt Date CEO Sec-Ops, Inc. Josh Chronley Date Assistant Director, Finance-Procurement City of Corpus Christi, Texas APPROVED AS TO LEGAL FORM: Page 1 of 2 Assistant City Attorney Date DocuSign Envelope ID:A3B1 DOBD-041 F-4F5E-A6EC-CA1034221 E1A Attachment B-1: Supplement Estimate for Period Needed Location Weekly Billing City Hall $11,663.35 Frost Bank $1,344.00 City Libraries $3,341.26 Public Health District $5,888.40 Corpus Christi International Airport $2,822.40 Water Treatment $1 ,974.00 City Landfill $1 ,752.00 Cole Park Pier $2,822.40 Total Weekly Billing $31,608.01 Page 2 of 2