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Agenda Packet City Council - 05/23/2023
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, May 23,2023 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 Rodney Appleby, Corpus Christi Fire Department. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Arnoldo Duran, Junior at Harold T. Branch Academy. 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. 23-0889 2023 Top Cop Award Winner for the State of Texas - Police Officer Gustavo A. Medina 2023 Top Cop Honorable Mention for the State of Texas - Senior Officer Brandon Cordell and Senior Officer Paul Lisowski 2. 23-0894 82nd Police Academy Cadet Graduation 3. 23-0890 "Safe, Fun, Fit - Endurance Fest", June 2 - June 4, 2023 4. 23-0840 Water Supply Projects Update presented by Chief Operating Officer Mike City of Corpus Christi Page 1 Printed on 5/22/2023 City Council Meeting Agenda-Final-revised May 23,2023 Murphy 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: H. EXPLANATION OF COUNCIL ACTION: I. CONSENT AGENDA: (ITEMS 5 - 20) 5. 23-0846 Approval of the May 16, 2023 Regular Meeting Minutes sponsors: City Secretary's Office Consent-Second Reading Ordinances 6. 23-0756 Ordinance accepting a grant to combat drug and human trafficking from the State of Texas Governor's Homeland Security Grants Division in the amount of$145,245.00 for overtime and fringe benefits for the Corpus Christi Police Department; and appropriating $145,245.00 in the Police Grants Fund. sponsors: Police Department 7. 23-0711 Ordinance appropriating $160,905.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - COVID (IDCU-COVID) Grant Program from the Texas Department of State Health Services (DSHS) to provide COVID-19 epidemiologic and surveillance response activities and laboratory response network activities for the period September 1, 2022, through August 31, 2024. sponsors: Health Department 8. 23-0727 Ordinance authorizing acceptance of Center for Health Emergency Preparedness and Response Grant for $205,548.00 with an in-kind match of$20,565.00 from the Texas Department of State Health Services (DSHS); and appropriating $205,548.00 in the Health Grant Fund to provide Laboratory Response Network (LRN) Level 3 chemical laboratory City of Corpus Christi Page 2 Printed on 5/22/2023 City Council Meeting Agenda-Final-revised May 23,2023 surge capacity activities for the period of July 1, 2023, through June 30, 2024. sponsors: Health Department 9. 23-0731 Ordinance authorizing acceptance of Laboratory Response Network Influenza Surveillance and Epidemiology Grant for$10,000.00 from the Texas Department of State Health (DSHS); and appropriating $10,000.00 in the Health Grant Fund to provide flu testing program for the period of September 1, 2023, through August 31, 2025. sponsors: Health Department 10. 23-0742 Ordinance appropriating $66,577.00 in the Health Grant Fund for an increase in the Tuberculosis Prevention and Control Grant from the Department of State Health Services (DSHS) to provide tuberculosis prevention and control services for the period September 1, 2023, through August 31, 2024. sponsors: Health Department 11. 23-0777 Ordinance authorizing acceptance of Public Health Emergency Preparedness (PHEP) Grant for $240,003.00 with a cash match of $24,000.00 from the Texas Department of State Health Services (DSHS); appropriating $264,003.00 to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention for the period of July 1, 2023, through June 30, 2024. sponsors: Health Department 12. 23-0786 Ordinance appropriating $75,000.00 in the Health Grant Fund for an increase in the Health Disparities Grant from the Department of State Health Services (DSHS) to provide community engagement in communities disproportionately impacted by COVID-19 for the period June 1, 2023, through May 31, 2024. sponsors: Health Department 13. 23-0794 Ordinance appropriating $41,865.00 from an increase in the HIV Surveillance Grant Program administered by the Department of State Health Services (DSHS) for the period September 1, 2023, through August 31, 2024, to provide HIV surveillance and control services. sponsors: Health Department Consent- Contracts and Procurement 14. 23-0694 Motion authorizing the purchase of a one-year software license renewal with CDW-G, LLC, of Vernon Hills, Illinois, in an amount of$65,926.77 for Veeam backup and replication software for disaster recovery and business continuity, with FY 2023 funding from the Information Technology Fund. sponsors: Information Technology Services and Finance &Procurement City of Corpus Christi Page 3 Printed on 5/22/2023 City Council Meeting Agenda-Final-revised May 23,2023 15. 23-0769 Motion authorizing the purchase of network hardware equipment from Great South Texas Corp., dba Computer Solutions, of San Antonio, for $203,477.15, with FY 2023 funding from the Information Technology Fund. sponsors: Information Technology Services and Finance &Procurement 16. 23-0582 Resolution authorizing an eight-month service agreement with Andritz Separation, Inc., of Alpharetta, Georgia, with an office in Arlington, Texas, for $111,371.00 to upgrade the SCADA centrifuge system for the Broadway Wastewater Treatment Plant, with FY 2023 funding from the Wastewater Fund. Sponsors: Corpus Christi Water, Information Technology Services and Finance & Procurement 17. 23-0570 Resolution authorizing a three-year service agreement, with two one-year options, with 2Chainz Brush Clearing LLC, of Lolita, Texas, with an office in Corpus Christi, in an amount not to exceed $1,314,325.08 and a potential amount of$2,190,541.80 if options are exercised, for mowing of storm water and street right of way areas for the Public Works Department, with FY 2023 funding of$146,036.12 from the Storm Water Fund. sponsors: Public Works/Street Department and Finance &Procurement Consent- Capital Projects 18. 23-0670 Motion authorizing the purchase of a modular building from Sustainable Modular Management, of Frisco, Texas, for $225,530.00 to add 1,680 square feet of administrative space to be occupied by Engineering Services staff, with FY 2023 funding from the Engineering Services Fund. sponsors: Engineering Services and Finance & Procurement General Consent Items 19. 23-0872 Resolution approving the addition of Estrada Hinojosa and Cabrera Capital Markets, LLC, to the City's pool of financial underwriters to be used on an as needed rotational basis for issuance of bonds with compensation to firms through the bond proceeds at the time of sale. sponsors: Finance &Procurement and Contracts and Procurement Consent-First Reading Ordinances 20. 23-0842 Ordinance appropriating $858,584.84 from the unreserved fund balance in the PEG Cable Fund; authorizing execution of Amendment#1 to the service agreement with The Personal Computer Store, Inc., dba Avinext to complete the second phase of the audio and video media renovation to the City Council Chambers; and amending the FY 2023 Operating Budget. Sponsors: Information Technology Services, Communications&Intergovernmental Affairs and Finance &Procurement City of Corpus Christi Page 4 Printed on 5/22/2023 City Council Meeting Agenda-Final-revised May 23,2023 J. LEGISLATIVE UPDATE: K. RECESS FOR LUNCH L. PUBLIC HEARINGS: M. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 21 - 29) 21. 23-0891 One-Reading Ordinance appropriating $6,500,000.00 from the unreserved fund balance of the Type A Arena Fund; transferring such funds to the Arena Capital Improvement Fund for urgent mechanical improvements at the Arena and for capital improvements and enhancement of the Arena; transferring $1,911,000.00 from the HOT Fund to the Convention Center Capital Improvement Fund for urgent mechanical improvements at the Selena Auditorium and for capital improvements and enhancement to the Convention Center and Selena Auditorium; and amending the FY 2023 Operating & Capital Improvement Budget. sponsors: Finance &Procurement 22. 23-0843 Motion authorizing the approval of Change Order No. 3 with Bay Ltd., Corpus Christi, Texas in an amount of$10,000,000.00 for a total amount not to exceed $60,150,000.00 for overlays as part of the Street Preventative Maintenance Program, and consistent with the Council approved Pavement Only approach, located city-wide with work starting upon notice to proceed and funding available through Streets Preventative Maintenance Program, Residential Street Reconstruction Fund, Storm Water, Wastewater, Water and Gas Capital Funds. Sponsors: Engineering Services, Public Works/Street Department and Contracts and Procurement 23. 23-0629 Motion awarding a construction contract to Bridges Specialties, Inc., Robstown, Texas, for Storm Water Infrastructure Indefinite Delivery Indefinite Quantity (IDIQ) FY 23-25 program, which includes Bridge Rehabilitation, Channel Ditch Improvements, and Citywide Storm Water Infrastructure Rehabilitation, in an amount not to exceed $6,000,000.00 for one-year term with two renewal options to be administratively authorized for a total amount not to exceed $18,000,000.00, located Citywide, with FY 2023 funding available from Storm Water Capital Fund. Sponsors: Engineering Services, Public Works/Street Department and Contracts and Procurement 24. 23-0714 Resolution awarding a construction contract to Mako Contracting of Corpus Christi, Texas, for reconstruction of Lipes Boulevard from Staples Street to Sunwood Drive with new asphalt pavement, curb and gutter, sidewalks, ADA compliant curb ramps, signage, pavement markings, and utility improvements, located in Council District 5, in an amount of $8,129,921.29 with FY 2023 funding available from the Bond 2020 City of Corpus Christi Page 5 Printed on 5/22/2023 City Council Meeting Agenda-Final-revised May 23,2023 Proposition A, Storm Water, Wastewater, Water Capital Funds and Gas. Sponsors: Engineering Services, Public Works/Street Department and Contracts and Procurement 25. 23-0828 Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of its utility system senior lien revenue improvement and/or refunding bonds in one or more series (as designated by purpose and series) for water, wastewater, and stormwater utility improvements in an amount not to exceed $114,000,000 and refinancings in an amount not to exceed $186,645,000, within set parameters and according to the plan of finance set by the City's financial advisors; making provisions for the payment and security thereof by a first and prior lien on and pledge of the net revenues of the City's utility system on a parity with certain currently outstanding utility system revenue obligations; delegating the authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of each series of bonds; and providing an effective date. Sponsors: Finance &Procurement 26. 23-0829 Ordinance authorizing the issuance of"City of Corpus Christi, Texas, General Improvement Bonds, Series 2023" for improvements to streets and parks and recreation facilities in an amount not to exceed $35,750,000 within set parameters and according to the plan of finance set by the City's financial advisors; levying a continuing direct annual ad valorem tax for the payment of the bonds; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the bonds; enacting other provisions incident and related thereto; and providing for an effective date. Sponsors: Finance &Procurement 27. 23-0831 Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023A" for improvements to public safety facilities in an amount not to exceed $6,300,000, within set parameters and according to the plan of finance set by the City's financial advisors; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the certificates; enacting other provisions incident and related thereto; and providing an effective date. Sponsors: Finance &Procurement 28. 23-0830 Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 202313" for parks and recreation and solid waste City of Corpus Christi Page 6 Printed on 5/22/2023 City Council Meeting Agenda-Final-revised May 23,2023 improvements in an amount not to exceed $8,700,000, within set parameters and according to the plan of finance set by the City's financial advisors; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and to execute documents relating to the sale of the certificates; enacting other provisions incident and related thereto; and providing an effective date. sponsors: Finance &Procurement 29. 23-0911 Ordinance authorizing the issuance of"City of Corpus Christi, Texas Limited Tax Notes, Series 2023", for street improvements in an amount not to exceed $3,500,000; levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the obligations; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the notes; enacting other provisions incident and related thereto; and providing an effective date. sponsors: Finance &Procurement N. BRIEFINGS: O. EXECUTIVE SESSION: (ITEM 30) 30. 23-0905 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 appointment, evaluation, reassignment, duties, or discipline of Port Commissioner Rajan Ahuja, Port Commissioner Gabe Guerra, and Port Commissioner David Engel, each of whom are appointed to the Board of Commissioners of the Port of Corpus Christi Authority of Nueces County, Texas and Texas Government Code § 551.074 (personnel matters) to deliberate the appointment, evaluation, reassignment, duties, or discipline of a public officer or employee (Port Commissioner Rajan Ahuja, Port Commissioner Gabe Guerra, and Port Commissioner David Engel). P. ADJOURNMENT City of Corpus Christi Paye 7 Printed on 5/22/2023 r fl i A i SAFE FUN-FIT E NV RAN FEST CORPUS CHRISTI, TX m. "2- JVN E - 202 3 THE WATER'S EDGE EVENTS 5K " 10K "' 1/2 Marathon "' 1/2 Marathon Relay On the Edge Cycling Tour „ SATURDAY SUNDAY 5K Glow Run 10K On the Edge Tour 1/2 Marathon (10, 18 & 37 Miler) 1/2 Marathon Relay HEALTH FAIR I LIVE MUSIC & DJ "t�00113 TRUCKS I GIVEAWAY!` WWW.VFITPRODUCTIONS.COM CORPUSFLEET 0, X FEET'_ EAE BAY AREA Valero GENERAL&IMPLANT , �' ` `°ileus cyq , o -�-0 c:51 CORPUS ° • . CHRISTIHelpingHereBudweiser Water Supply Projects Chief Operations Officer, Mike Murphy, P.E. Corpus Corpus Christi Water COMS hristi Waters, May 23, 2023 ving the Coastal Bend I II I� Corpus Christi Water vi11 jj 0 1,800 miles of water lines 1 • 80 million gallons per day (MGD) produced on '; ,, average last fiscal year a • 500,000 people across the Coastal Bend supplied with water Iu0 • Superior water system rating by Texas ~� Commission on Environmental Quality i Water Sources v Lower Colora _ ,`;i "�`' River Basin z 38Y � • Lake Texana (Mary Rhodes ' V id Wafers i e n+i Frig River Watershetl �. Pipeline) szasa d 1. y P I Nueces River Basi • Colorado River (Mary Rhodes „o •� 11,1]5 Pipeline Phase II) — ° d Coastal Bend Region • N ueces River Raw Water Supply • Choke Canyon Reservoir (CCR) • Lake Corpus Christi (LCC) CCWI Conservation 365 • Successful spring rain barrel program 0, 333 • Increased engagement in Xeriscape concepts and 'low-flow' appliances at m community events , • Ongoing water conservation educational initiatives are underway • Fall pipe insulation program to launch in preparation for freezing weather events Water Supply Improvement Projects Mary Rhodes Pipeline Phase I • Staff has outlined the 101 -mile condition assessment scope of work —� TT liq O.N. Stevens Water Treatment Plant a �'� • Several upgrades are underway to produce ; ,, 1Tiq ;' a safe and reliable treatment capacity (RTC) � J � of 135 MGD WEE • Plannedprojects are in design to meet RTC of 160 MGD ❑ Upgrades ❑ Planned projects Ccw" Diversified Water Portfolio Planning Harbor Island Seawater Desalination Collaboration with Port Corpus Christi • Include Pape Dawson Inc., for water integration Evangeline Groundwater • Continued meetings with HDR Inc., on hydrogeologic issues and water delivery Barney Davis Seawater Desalination • Review draft report from HDR Inc., desktop assessment La Quinta Seawater Desalination • Currently under review by TCEQ Inner Harbor Seawater Desalination • Intake permit (water right) granted in October 2022 by TCEQ CON d� Y A y,. , �cational `tiG y< enter _ �' s � x 'h #rte• =- � T v�r Inner Harbor Proposed Facility Artistic Renderings I bil IT l W � - x r Alm& WINE CCw Thank you ! Corpus CO MS risti WaterSMving the Coastal Bend City of Corpus Christi 1201 Leopard Street / Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday, May 16,2023 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 11:31 a.m B. Invocation to be given by Pastor Rick Barrera, Believe Church. Pastor Rick Barrera, Believe Church, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Arianna Garcia, Senior at Veterans Memorial High School. Arianna Garcia, Senior at Veterans Memorial High School, led the Pledge of Allegiance to the Flag of the United States of America and to the Texas Flag. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, City Attorney Miles Risley and City Secretary Rebecca Huerta Present: 8- Mayor Paulette Guajardo,Council Member Roland Barrera,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Mike Pusley,Council Member Dan Suckley,Council Member Jim Klein, and Council Member Sylvia Campos Absent: 1 - Council Member Everett Roy E. SWEARING-IN CEREMONY FOR NEWLY APPOINTED MUNICIPAL COURT JUDGES Mayor Guajardo conducted the swearing-in ceremony for Municipal Court Judges Bill Bonilla and George Picha. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: 1. 23-0799 46th Annual Beach to Bay Relay Marathon on Saturday, May 20, 2023 City Manager Peter Zanoni announced the 46th Annual Beach to Bay Relay Marathon on Saturday, May 20, 2023 with over 8,000 participants. This marathon honors those who City of Corpus Christi Page 1 Printed on 511812023 City Council Meeting Minutes May 16,2023 have served or who currently serve in the United States Military. Director of Beach to Bay Doug McBee thanked the City for their support and commented that donations go to the scholarship fund at Texas A&M-Corpus Christi. 2. 23-0800 American Rescue Plan Act Update Chief Financial Officer Constance Sanchez presented information on the American Rescue Plan Act as follows: overview; approved infrastructure projects; and spending to date. Council Members commended City staff for recognizing this plan and giving back to the community. 3. 23-0801 Nueces County Hospital District Presentation - John Valls, Board Chairman Board Chairman of Nueces County Hospital District John Valls and Senior Vice President and Senior Project Manager with Hanson Professional Services John Michael presented information on the following topics: Memorial Hospital demolition; overview of project; introduction; Hector P. Garcia Memorial Family Health Center; service enhancements-HPG; proposed new buildings; Memorial Development Plan-phase 1; and overall site plan. Council Members, City Manager Peter Zanoni, Mr. Valls, Mr. Michael, and Board Vice Chair Dr. Reddy discussed the following topics: a Council Member's concern about the lack of mental health services available in the City; the bricks from the demolition will be used for a memorial, and are also available to the community; the County Medical Examiners Office is still an existing building; and access to health care is crucial. G. PUBLIC COMMENT Mayor Guajardo opened public comment. Steve Klepper, 317 Sunset Ave., spoke about storm water fees and the lack of transparency regarding water rates. Shawn Flanagan, 4218 Herndon St. and Samuel Aundra Fryer, 2222 Cardinales Lane, spoke in opposition to an environmental and sustainability department. Walter Miller, 3606 Marion St., spoke about regulating the temperature at the Lindale Senior Center. Melissa Nucete, 6530 Peacock Dr., spoke about the stray animal population. Silvia Jimenez de la Garza, 3009 Charles Dr., spoke about environmental issues in the City and the need for more mental health professionals. City of Corpus Christi Page 2 Printed on 511812023 City Council Meeting Minutes May 16,2023 Victoria Holland, 235 Ohio Ave., spoke in support of industry growth in the City and spoke in opposition to an environmental sustainability department. John Weber, 609 Naples St., spoke in support of a water conservation plan versus a drought resistance plan and about the lack of communication from City staff. James Butcher, 3102 Magnolia St., spoke about 911 response times and the lack of communication from the Police Department. Melissa Zamora, 454 Louisiana Ave., spoke about environmental concerns and spoke in opposition to desalination. The following citizen submitted a written public comment which is attached to the minutes: Jerry Hooper, 3401 Bali Drive. H. BOARD &COMMITTEE APPOINTMENTS: (NONE) I. EXPLANATION OF COUNCIL ACTION: J. CONSENT AGENDA: (ITEMS 4 - 17) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Council Members pulled Items 8 and 9 for individual consideration. Council Member Hunter moved to approve the consent agenda with the exception of Items 8 and 9, seconded by Council Member Pusley. The motion carried by the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Klein and Council Member Campos Absent: 1 - Council Member Roy Abstained: 0 4. 23-0824 Approval of the May 9, 2023 Regular Meeting Minutes The Minutes were approved on the consent agenda. Consent-Second Reading Ordinances 5. 23-0728 Ordinance authorizing acceptance of a grant from the State of Texas, Department of Transportation for the FY 2023 Click It or Ticket Program for the Police Department in an amount of$10,591.36 with a City cash match of $2,822.74 for overtime and fringe benefits with funding available from the City of Corpus Christi Page 3 Printed on 511812023 City Council Meeting Minutes May 16,2023 General Fund; and appropriating $10,591.36 in the Police Grants Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033044 6. 23-0672 Ordinance authorizing acceptance of the TX HEAT Scholarship from the Yvorra Leadership Development Foundation for the Corpus Christi Fire Department in an amount of$2,500.00 for the registration and travel of two Hazmat personnel to the International Association of Fire Chiefs Hazardous Material Response Team Conference; and appropriating funds in the amount of$2,500.00 to Fire Department Grants Fund; and amending the operating budget. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033045 7. 23-0734 Ordinance authorizing a two-year lease agreement with an automatic renewal of three additional one-year terms with Emerald City Cargo, LLC for office space inside the Airport Terminal building at the Corpus Christi International Airport (CCIA). This Ordinance was passed on second reading on the consent agenda. Enactment No: 033046 8. 23-0471 Mid-Year Budget Adjustment Ordinance amending City Code Section 23-42 increasing the fee for birth and death certificate covers; and amending the FY 2023 Operating Budget to transfer and appropriate $110,789.68 from the unreserved fund balance in the General Fund for judicial salary adjustments, appropriating $1,250,000.00 in the Visitor Facilities Fund for capital contributions from OVG360 for various improvements at the American Bank Center facility, increasing revenue by $1,450,000.00 in the Tax Increment Reinvestment Zone No. 2 Fund for the estimate of Nueces County funds for TIRZ#2, appropriating $430,268.00 in the Tax Increment Reinvestment Zone No. 2 Fund for TIRZ #2 expenditures, and adding three positions to the Economic Development Department. Mayor Guajardo referred to Item 8. Council Members and City Manager Peter Zanoni discussed the following topics: a Council Member's uncertainty about the funding for the three positions with the Economic Development Department; the challenge of filling the Director position for the Economic Development Department; responsibilities of the Economic Development Department; and a request for an update on the Type A and Type B funding. Council Member Barrera moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on second reading and approved with the following vote: City of Corpus Christi Page 4 Printed on 511812023 City Council Meeting Minutes May 16,2023 Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Absent: 1 - Council Member Roy Abstained: 0 Enactment No: 033047 General Consent Items 9. 23-0802 Resolution supporting the City of Corpus Christi's application to the Texas Department of Transportation's 2023 Transportation Alternatives Set-aside (TA) call for projects for the Holly Road Train Trestle to Tourism Trail Project. Mayor Guajardo referred to Item 9. Council Members, Director of Planning Dan McGinn, and City Manager Peter Zanoni discussed the following topics: this trail system will be using the old railroad structure, in addition to existing trails within Oso Park; the future trail system will be located throughout Flour Bluff connecting various natural areas; and TxDOT will award grants in October. Council Member Suckley moved to approve the resolution, seconded by Council Member Hunter. This Resolution was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Klein and Council Member Campos Absent: 1 - Council Member Roy Abstained: 0 Enactment No: 033048 Consent-First Reading Ordinances 10. 23-0756 Ordinance accepting a grant to combat drug and human trafficking from the State of Texas Governor's Homeland Security Grants Division in the amount of $145,245.00 for overtime and fringe benefits for the Corpus Christi Police Department; and appropriating $145,245.00 in the Police Grants Fund. This Ordinance was passed on first reading on the consent agenda. 11. 23-0711 Ordinance appropriating $160,905.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - COVID (IDCU-COVID) Grant Program from the Texas Department of State Health Services (DSHS) to provide COVID-19 epidemiologic and surveillance response activities and laboratory response network activities for the period September 1, 2022, City of Corpus Christi Page 5 Printed on 511812023 City Council Meeting Minutes May 16,2023 through August 31, 2024. This Ordinance was passed on first reading on the consent agenda. 12. 23-0727 Ordinance authorizing acceptance of Center for Health Emergency Preparedness and Response Grant for $205,548.00 with an in-kind match of $20,565.00 from the Texas Department of State Health Services (DSHS); and appropriating $205,548.00 in the Health Grant Fund to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities for the period of July 1, 2023, through June 30, 2024. This Ordinance was passed on first reading on the consent agenda. 13. 23-0731 Ordinance authorizing acceptance of Laboratory Response Network Influenza Surveillance and Epidemiology Grant for$10,000.00 from the Texas Department of State Health (DSHS); and appropriating $10,000.00 in the Health Grant Fund to provide flu testing program for the period of September 1, 2023, through August 31, 2025. This Ordinance was passed on first reading on the consent agenda. 14. 23-0742 Ordinance appropriating $66,577.00 in the Health Grant Fund for an increase in the Tuberculosis Prevention and Control Grant from the Department of State Health Services (DSHS) to provide tuberculosis prevention and control services for the period September 1, 2023, through August 31, 2024. This Ordinance was passed on first reading on the consent agenda. 15. 23-0777 Ordinance authorizing acceptance of Public Health Emergency Preparedness (PHEP) Grant for$240,003.00 with a cash match of$24,000.00 from the Texas Department of State Health Services (DSHS); appropriating $264,003.00 to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention for the period of July 1, 2023, through June 30, 2024. This Ordinance was passed on first reading on the consent agenda. 16. 23-0786 Ordinance appropriating $75,000.00 in the Health Grant Fund for an increase in the Health Disparities Grant from the Department of State Health Services (DSHS) to provide community engagement in communities disproportionately impacted by COVID-19 for the period June 1, 2023, through May 31, 2024. This Ordinance was passed on first reading on the consent agenda. 17. 23-0794 Ordinance appropriating $41,865.00 from an increase in the HIV Surveillance Grant Program administered by the Department of State Health Services (DSHS) for the period September 1, 2023, through August 31, 2024, to provide HIV surveillance and control services. This Ordinance was passed on first reading on the consent agenda. City of Corpus Christi Page 6 Printed on 511812023 City Council Meeting Minutes May 16,2023 K. LEGISLATIVE UPDATE: Senior Intergovernmental Relations Coordinator Wendy Herman presented information on the following topics: Bills to Watch-Preemption Bill; American Bank Center Bill; Annexation Bills-SB 369 and SB 2038; Lobbyist Bill; Gambling Bills; and Streaming Bill. Council Members, City Manager Peter Zanoni, and Senior Intergovernmental Relations Coordinator Herman discussed the following topics: the importance of the project finance zone bill for American Bank Center; why the gambling bill did not have support from the House; and in response to a Council Member's question regarding assistance from Council Members for the American Bank Center Bill, staff answered that possible written testimony would suffice. L. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 1:56 p.m. Executive Session Item 20 was held during the lunch recess. Mayor Guajardo reconvened the meeting at 2:53 p.m. M. PUBLIC HEARINGS: (ITEM 18) 18. 23-0788 Ordinance amending Ordinance No. 024270, which created the Reinvestment Zone No. 2, City of Corpus Christi ("TIRZ #2") on Padre Island, by amending the City's contribution amount, which will increase anticipated revenues by $140,100,000 for total revenue of$201,000,000; modifying the boundaries to add areas requested for inclusion by Nueces County; and to add approved projects and anticipated expenditures in the amount of$150,950,000 for total expenditures of$201,000,000, which will be more fully defined within a future amendment, as recommended by the TIRZ #2 Board on April 18, 2023. Mayor Guajardo referred to Item 18. Director of Finance and Procurement Heather Hurlbert explained that this is the second reading of the ordinance that is amending the project and financing plan to increase revenues and expenditures for the TIRZ #2 extension and amend the TIRZ boundaries. Mayor Guajardo opened the public hearing. There were no comments from the Council or the public. Mayor Guajardo closed the public hearing. Council Member Suckley moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on second reading and approved with the following vote: City of Corpus Christi Page 7 Printed on 511812023 City Council Meeting Minutes May 16,2023 Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Klein and Council Member Campos Absent: 1 - Council Member Roy Abstained: 0 Enactment No: 033049 N. INDIVIDUAL CONSIDERATION ITEMS: (ITEM 19) 19. 23-0796 Motion awarding a Master Services Agreement for Staff Augmentation Services to AGICM of Corpus Christi in a total amount not to exceed $1,500,000.00 with a base year and one renewal option to be administratively authorized supporting projects located Citywide with funding available from the Capital Program and Bond Program. Mayor Guajardo referred to Item 19. Director of Engineering Services Jeff Edmonds stated that this item awards a Master Service Agreement for staff augmentation services. Staff augmentation provides support to City staff under a staffing contract. Engineering Services has a 29 percent vacancy rate. This contract will assist with the Capital Improvement Program which currently consists of over 60 projects with a value of over$300 million. Council Members, City Manager Peter Zanoni, City Attorney Miles Risley, Director of Engineering Services Edmonds, and Assistant Director of Finance and Procurement Josh Chronley discussed the following topics: review of procurement process for this type of agreement; staff augmentation services would allow City staff to supervise entry level positions inspecting critical projects; a Council Member's concern that this was a non-competitive contract and was not listed as professional services; staff desires to manage project sites at least eight hours a day but is unable to do so with current employees; and the significance of following a competitive procurement process. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Barrera moved to approve the motion, seconded by Council Member Klein. This Motion was passed and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Absent: 1 - Council Member Roy City of Corpus Christi Page 8 Printed on 511812023 City Council Meeting Minutes May 16,2023 Abstained: 0 Enactment No: M2023-068 O. BRIEFINGS: (NONE) P. EXECUTIVE SESSION: (ITEM 20) Mayor Guajardo referred to Executive Session Item 20. The Council went into Executive Session at 1:56 p.m. The Council returned from Executive Session at 2:53 p.m. 20. 23-0881 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 corporate filings, the Texas Secretary of State, The Port of Corpus Christi Authority of Nueces County, and/or Port Corpus Christi. This E-Session Item was discussed in executive session. Q. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 2:53 p.m City of Corpus Christi Page 9 Printed on 511812023 Sarah Rrunkenhoefer From: CitySecreta ry Sent: Monday, May 15, 2023 9:17 AM To: Sarah Brunkenhoefer Subject: FW: Public Input: 05-16-2023 -JERRY HOOPER From:Jotform <noreply@jotform.com> Sent: Monday, May 15, 2023 7:25 AM To: CitySecretary<CitySecretary@cctexas.com>; Norma Duran <NormaD2@cctexas.com> Subject: Public Input: 05-16-2023 -JERRY HOOPER [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] ❑Pubi3c Comment& lnpto Date of Meeting 05-16-2023 Name JERRY HOOPER Address Street Address: 3401 BALI DR City: CORPUS CHRISTI State/ Province:TX Postal/Zip Code: 78418 Topic Holly Road Train Trestle Agenda Item Number 23-0802 Describe Feedback: As a longtime resident of Flour Bluff and Corpus Christi,the Holly Road Train Trestle project is and will be one of the best improvements for the parks and recreation for the area. It is also aligned with the Flour Bluff ADP that included the input and desires of the residents which was adopted by the City and Council a couple years ago. I strongly encourage each council member and the mayor to support this project and approve the item. Provide an email to receive a copy of your jlhooper@stx.rr.com submission. 1 SC w 0 AGENDA MEMORANDUM Action Item for the City Council Meeting of May 16, 2023 CORPOR I 1852 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police M i ke m a(d)-cctexas.co m (361) 886-2603 Acceptance of a Grant for the Corpus Christi Police Department for the Operation Stonegarden Program CAPTION: Ordinance accepting a grant to combat drug and human trafficking from the State of Texas Governor's Homeland Security Grants Division in the amount of $145,245.00 for overtime and fringe benefits for the Corpus Christi Police Department; and appropriating $145,245.00 in the Police Grants Fund. SUMMARY The State of Texas Governor's Homeland Security Grants Division is awarding the City with grant funds for overtime and fringe benefits for Operation Stonegarden (OPSG). Funding is available and eligible for Operation Stonegarden under the Department of Homeland Security Grant Program. BACKGROUND AND FINDINGS: Corpus Christi was identified as an integral part of the U.S. Border Patrol's strategy to enhance cooperation and coordination among numerous agencies in a joint mission to combat drug and human trafficking. This grant's funding will be used to enhance law enforcement efforts along routes on ingress and egress, including coastal waterway, in the Corpus Christi region. The Corpus Christi Police Department's (CCPD) participation in OPSG will consist of combating drug and human trafficking. This will be achieved by establishing a substantial probability of apprehension through improved enforcement, improved rapid mobility, and intelligence-driven resource deployments. Additionally, CCPD will promote an environment of collaborative enforcement efforts with multiple agencies to assist in the stated mission of OPSG. More specifically, CCPD will conduct interdiction operations individually and in conjunction with federal, state, and local partners. The operations will be focused along routes on ingress and egress, both on state and local highways, to include SH44, SH77, SH181. The operations also will take place along routes on ingress and egress from the extensive coastal waterways surrounding Corpus Christi. The OPSG grant will pay for overtime and fringe benefits. As part of OPSG, CCPD's tactical operations teams will conduct approximately 1,780 hours of overtime. The grant period is from March 1, 2023 through February 28, 2024. This is twelfth year that the City has received this grant. Last year, the City received $216,799.99 from this grant. ALTERNATIVES: The alternative is not to accept the grant, thereby providing less funds for overtime and fringe benefits for CCPD officers to be involved with the OPSG operations. However, this will prevent CCPD from launching operations and collaborating with other law enforcement agencies in order to combat drug and human trafficking in the region. FISCAL IMPACT: The fiscal impact for FY 2023 is accepting funds and appropriating $145,245.00 to the Police Grants Fund. Funding Detail: Fund: Police Grants Fund 1061 Organization/Activity: 822723F Mission Element: 151 Project # (CIP Only): N/A Account: 510200 Overtime $110,700 511000 Retirement $34,545 RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds, as presented. LIST OF SUPPORTING DOCUMENTS: Grant award document Ordinance authorizing acceptance of a grant from the State of Texas, Governor's Homeland Security Grants Division for the Operation Stonegarden Program in the amount of $145,245.00 to conduct overtime operations designed to reduce border-security risks; appropriating funds in the amount of$145,245.00 to the Police Grants Fund; 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 accept funding in the amount of $145,245.00 State of Texas, Governor's Homeland Security Grants Division for the Operation Stonegarden Program to conduct overtime operations designed to reduce border-security risks. SECTION 2. The City of Corpus Christi designates the Chief of Police as the City's authorized official. The authorized official is given the power to apply for, accept, reject, alter, or terminate the funding on behalf of the applicant agency. SECTION 3. That $145,245.00 is appropriated in the No. 1061 Police Grants Fund from the State of Texas, Governor's Homeland Security Grants Division for the Operation Stonegarden Program described in Section 1 . SECTION 4. In the event of the loss or misuse of these funds, the City of Corpus Christi assures that the funds will be returned to the State of Texas, Governor's Homeland Security Grants Division in full. SECTION 5. That the 2022-2023 operating budget approved by Ordinance No. 032855 is amended to increase revenues and expenditures. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter ATTEST: CITY OF CORPUS CHRISTI 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 OOG Grantee Conditions and Responsibilities;the Grant Application in cGrants; 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 Texas Grant Management Standards (TxGMS)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 proj cot, 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: 3173708 Award Amount: $145,245.00 Date Awarded: PREVIEW-AWARD NOT ACTIVE Grantee Cash Match: $0.00 Grant Period: 03/01/2023 -02/29/2024 Grantee In Kind $0.00 Match: Liquidation Date: 05/29/2024 Grantee GPI: $0.00 Program Fund: HS-Homeland Security Grant Program Total Project Cost: $145,245.00 (HSGP) Grantee Name: Corpus Christi, City of Project Title: Nueces-2022 OPSG Grant Manager: Lynne Crow Unique Entity Identifier XETBTPKCL895 (UEI): CFDA: 97.067-Homeland Security Grant Program(HSGP) Federal Awarding U.S. Department of Homeland Security,Federal Emergency Management Agency Agency: Federal Award 9/12/2022 Date: Federal/State Award ID EMW-2022-SS-00021 Number: Total Federal Award/State $103,385,451.00 Funds Appropriated: so �o o� A H AGENDA MEMORANDUM µoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Fauzia Khan, Director of Public Health FauziaK(o-)-cctexas.com 361-826-7202 Amendment of the IDCU-COVID Grant increasing the contract by $160,905.00 for laboratory activities CAPTION: Ordinance appropriating $160,905.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - COVID (IDCU-COVID) Grant Program from the Texas Department of State Health Services (DSHS) to provide COVID-19 epidemiologic and surveillance response activities, along with laboratory response network activities for the period September 1, 2022, through August 31, 2024. SUMMARY: To provide for laboratory costs, supplies, and other expenses to offer services and associated activities which will assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). BACKGROUND AND FINDINGS: The Texas Department of State Health Services ("DSHS") has awarded a grant contract with an additional amount of $160,905.00 to provide for laboratory costs, supplies, and other expenses to ensure proper COVID-19 response is sustained and build sustainable relationships with those communities within the jurisdiction of the CCNCPHD. ALTERNATIVES: Refuse the grant and discontinue offering services to assist communities disproportionately affected by COVID-19. FISCAL IMPACT: This Ordinance appropriates $160,905.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - COVID (IDCU-COVID) Grant Program. The grant requires no match. All positions are 100% grant funded. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 831861 F Mission Element: 103 COVID19 Response Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS000812700042 Ordinance Ordinance appropriating $160,905.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - COVID (IDCU-COVID) Grant Program from the Texas Department of State Health Services (DSHS) to provide COVID-19 epidemiologic and surveillance response activities and laboratory response network activities for the period September 1, 2022, through August 31, 2024. Whereas, the City Manager or designee (Director of the CCNCPHD) is authorized to execute amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and Whereas, the Texas Department of State Health Services has awarded an additional $160,905.00 for Contract No. HHS000812700042 to provide funding in support of COVID-19 epidemiologic and surveillance response (Epi) activities and COVID-19 laboratory response network (LRN) activities. Be it Ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. Funds in the amount of $160,905.00 are appropriated in Health Grants Fund 1066 for COVID-19 epidemiologic and surveillance response (Epi) activities and COVID- 19 laboratory response network (LRN) activities for the period of September 1 , 2022, through August 31 , 2024. SECTION 2. A copy of the executed health grant contract and amendments 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 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:69925D33-697A-4218-ADDE-60C4D2C130C1 S TEAS Health and Human Texas Department of State Health Services �b Services Jennifer A.Shuford,M.D.,M.P.H. Commissioner Dr. Fauzia Khan Director of Public Health Corpus Christi-Nueces County Public Health District (City) 1702 Horne Road Corpus Christi, Texas 78416 Subject: IDCU/COVID Contract Number: HHS000812700042, Amendment No. 3 Contract Amount: $2,174,626.64 Contract Term: 9/01/2022 - 7/31/2024 Dear Dr. Khan: Enclosed is the IDCU/COVID contract amendment between the Department of State Health Services and Corpus Christi-Nueces County Public Health District (City). The purpose of this contract is to provide funding for COVID-19 outbreak response activities. This amendment increases the contract by $160,905.00 for laboratory activities. Please let me know if you have any questions or need additional information. Sincerely, Caeli Paradise, CTCM Contract Manager 512-776-3767 Caeli.Pa rad ise@dshs.texas.aov P.O. Box 149347•Austin,Texas 78714-9347• Phone:888-963-7111 • TTY:800-735-2989 • dshs.texas.gov DocuSign Envelope ID:69925D33-697A-4218-ADDE-60C4D2C130C1 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS000812700042 AMENDMENT No.3 The DEPARTMENT OF STATE HEALTH SERVICES("SYSTEM AGENCY"OR"DSHS")and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY)("GRANTEE"),each a"Party" and collectively referred to as the "Parties," to that certain grant contract for COVID-19 surveillance and enhanced laboratory activities effective September 1, 2022, and denominated DSHS Contract No. HHS000812700042 ("Contract"), as amended, now desire to further amend the Contract. WHEREAS, the Parties desire to revise the Statement of Work to change the financial status reporting requirement from quarterly to semi-annually; and WHEREAS, the Parties desire to revise the Budget to add additional funding for COVID-19 outbreak response activities. Now,THEREFORE, the Parties hereby amend and modify the Contract as follows: 1. SECTION V, BUDGET, of the Contract is hereby amended to add $160,905.00 to the Contract for the period beginning with the effective date of this Amendment and ending July 31, 2023, for a total not-to-exceed amount of$2,174,626.64 for COVID-19 activities. 2. ATTACHMENT A,STATEMENT OF WORK,SECTION III,INVOICE AND PAYMENT,is hereby amended and restated in its entirety as follows: III. INVOICE AND PAYMENT Grantee shall submit a monthly detailed and accurate invoice describing the services performed in completion of the responsibilities outlined in Attachment A. 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). 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. Invoices and any supporting documentation will be mailed or submitted by fax or electronic mail to all addresses/number below. Invoices submitted by electronic mail must be emailed to invoices@dshs.texas.gov and crosinvoices@dshs.texas.gov simultaneously. Department of State Health Services Claims Processing Unit, MC 1940 CONTRACT NO.HHS000812700042 AMENDMENT NO. 3 Page 1 of 4 DocuSign Envelope ID:69925D33-697A-4218-ADDE-60C4D2C130C1 1100 West 491h Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512)458-7442 Email: Invoiceskdshs.texas. og_v and CMSinvoicesgdshs.texas. og_v 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 FSR-269A to the following email addresses: FSRgrants2dshs.texas.gov and crosinvoices2dshs.texas.gov. The Financial Status Report (FSR-269A) can be located at: hlt 2s://www.dshs.texas.gov/sites/default/fi les/hivstd/contractor/prev/269- FSR.xlsx. Financial Status Report Period Covered Due Date 1St FSR - 269A 09/01/2022— 02/28/2023 March 31, 2023 2nd FSR - 269A 03/01/2023 — 08/31/2023 September 29, 2023 3rd FSR- 269A 09/01/2023 — 02/29/2024 March 29, 2024 4th FSR - 269A 03/01/2024— 07/31/2024 September 16, 2024 C. Grantee will be paid on a cost reimbursement basis and in accordance with Attachment B-3 of this Contract. 3. ATTACHMENT B-2, REVISED BUDGET, of the Contract is deleted in its entirety and replaced with ATTACHMENT B-3,REVISED BUDGET. All expenditures under the Contract will be in accordance with ATTACHMENT B-3, REVISED BUDGET. 4. ATTACHMENT B-3, REVISED BUDGET, is attached to this Amendment No. 3 and incorporated as part of the Contract for all purposes. 5. This Amendment No. 3 shall be effective as of the date last signed below. 6. Except as amended and modified by this Amendment No. 3, all terms and conditions of the Contract shall remain in full force and effect. 7. Any further revisions to the Contract shall be by written agreement of the Parties. 8. Each Party represents and warrants that the person executing this Amendment on its behalf has full power and authority to enter into this Amendment. CONTRACT NO.HHS000812700042 AMENDMENT NO. 3 Page 2 of 4 DocuSign Envelope ID:69925D33-697A-4218-ADDE-60C4D2C130C1 SIGNATURE PAGE FOLLOWS CONTRACT NO.HHS000812700042 AMENDMENT NO. 3 Page 3 of 4 DocuSign Envelope ID:69925D33-697A-4218-ADDE-60C4D2C130C1 SIGNATURE PAGE FOR AMENDMENT No.3 DSHS CONTRACT No.HHS000812700042 SYSTEM AGENCY GRANTEE DocuSigned by: DocuSigned by: KD�7 Kirk Cole B�7•,704DD3FAAF59048D... B • 434CEBF4B2ED425._. Name: Kirk Cole Name: Fauzi a Khan Deputy Commissioner Title: Title: Director of Public Health March 27,2023 3/23/2023 Date of Signature: Date of Signature: CONTRACT NO.HHS000812700042 AMENDMENT NO. 3 Page 4 of 4 DocuSign Envelope ID:69925D33-697A-4218-ADDE-60C4D2C130C1 ATTACHMENT B-3 REVISED BUDGET Categorical Epi LRN LRN LRN LRN Budget Expansion PPP Expansion SPHL Core A2 Funding Funding Funding Funding Funding Expires Expires Expires Expires Expires Contract Budget Period July 31, July 31, July 31, July 31, July 31,2024 2024 yl 2024 2024 2023 Total PERSONNEL $1,044,086. $0.00 $0.00 0.00 ■ $0.00 $1,044,086.87 FRINGE BENEFITS $447,750.52 $0.00 $0.00 $0.00 $0.00 $447,750.52 TRAVEL $24,263.00 ®�0 $0.00 ' $0.00 $24,263.00 EQUIPMENT $0.00 $1,741.68 $60,133.00 $115,000.00 $98,679.00 $275,553.68 SUPPLIES $60,976.25 L $0.00 I $96,302.32 L $0.00 $0.00 $157,278.57 CONTRACTUAL $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 OTHER $20,000.00 0 $0.00 $133,468.00 $10,000.00 $62,226.00 $225,694.00 TOTAL DIRECT $1,597,076.64 $1,741.68 $289,903.32 $125,000.00 $160,905.00 $2,174,626.64 CHARGES INDIRECT CHARGES $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TOTAL $1,597,076.64 $1,741.68 $289,903.32 $125,000.00 $160,905.00 $2,174,626.64 CONTRACT NO. HHS000812700042 AMENDMENT NO. 3 Page 1 of 1 DocuSign Certificate Of Completion Envelope Id:69925D33697A4218ADDE60C4D2C130C1 Status: Completed Subject: Please DocuSign: HHS000812700042,Corpus Christi-Nueces Co. Public Health,COVID Amendment 3 Source Envelope: Document Pages:6 Signatures: 1 Envelope Originator: Certificate Pages:6 Initials: 0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 167.137.1.7 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/23/2023 12:57:43 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Helen Whittington Completed Sent:3/23/2023 2:20:39 PM helen.whittington@dshs.texas.gov Viewed: 3/23/2023 2:31:38 PM Security Level: Email,Account Authentication Signed:3/23/2023 2:41:06 PM (None) Using IP Address: 167.137.1.17 Electronic Record and Signature Disclosure: Accepted:3/23/2023 2:31:38 PM ID:a3759c7b-8d78-4d85-b87e-9ab11a2ee283 PATTY MELCHIOR Completed Sent:3/23/2023 2:41:08 PM Patty.MeIchior@dshs.texas.gov Viewed: 3/23/2023 4:38:11 PM Director, DSHS CMS Signed:3/23/2023 4:38:18 PM Security Level: Email,Account Authentication Using IP Address: 167.137.1.16 (None) Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 DocuSigned by: Kirk Cole Sent:3/23/2023 4:38:20 PM Kirk.Cole@dshs.texas.gov E04DMFAAF59048D irk Cole Viewed: 3/27/2023 5:36:18 PM Deputy Commissioner Signed:3/27/2023 5:37:13 PM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 167.137.1.18 Electronic Record and Signature Disclosure: Accepted:3/27/2023 5:36:18 PM ID:ba481c65-2813-48ce-99e3-1289352766d6 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 Carbon Copy Events Status Timestamp Denzel Otokunrin � Sent:3/23/2023 1:04:19 PM denzel@cctexas.com COPED Viewed: 3/23/2023 1:47:21 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Moriam Ojelade � Sent:3/23/2023 1:04:19 PM moriamO@cctexas.com ED Viewed: 3/23/2023 1:07:44 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Raymond Maylone � Sent:3/23/2023 1:04:20 PM Raymond M2@cctexas.com ED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Caeli Paradise Sent:3/23/2023 1:04:19 PM caeli.paradise@dshs.texas.gov ED Viewed: 3/28/2023 8:27:04 AM Contract Manager Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/21/2021 2:35:07 PM ID:c6dab47b-ff17-4990-be85-4057f6a41671 Fauzia Khan E Sent:3/23/2023 1:04:19 PM FauziaK@cctexas.com Resent:3/23/2023 2:20:38 PM Security Level: Email,Account Authentication Viewed: 3/23/2023 2:27:59 PM (None) Electronic Record and Signature Disclosure: Accepted:3/22/2023 1:13:23 PM ID:fc447fa5-0314-47e8-bdc1-d291477d7949 dante Gonzalez Sent:3/23/2023 1:04:18 PM danteg@cctexas.com ED Assistant Director of Public Health Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox �� Sent:3/27/2023 5:37:15 PM CMS.InternalRouting@dshs.texas.gov Resent:3/27/2023 5:37:18 PM 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 3/23/2023 1:04:20 PM Envelope Updated Security Checked 3/23/2023 2:20:37 PM Envelope Summary Events Status Timestamps Envelope Updated Security Checked 3/23/2023 2:20:37 PM Envelope Updated Security Checked 3/23/2023 2:20:37 PM Envelope Updated Security Checked 3/23/2023 2:20:38 PM Envelope Updated Security Checked 3/23/2023 2:20:38 PM Envelope Updated Security Checked 3/23/2023 2:20:38 PM Envelope Updated Security Checked 3/23/2023 2:39:16 PM Envelope Updated Security Checked 3/23/2023 2:39:16 PM Envelope Updated Security Checked 3/23/2023 2:39:16 PM Envelope Updated Security Checked 3/23/2023 2:39:16 PM Envelope Updated Security Checked 3/23/2023 2:39:16 PM Certified Delivered Security Checked 3/27/2023 5:36:18 PM Signing Complete Security Checked 3/27/2023 5:37:13 PM Completed Security Checked 3/27/2023 5:37:15 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: Helen Whittington, PATTY MELCHIOR, Kirk Cole,Caeli Paradise, Fauzia Khan ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DSHS Contract Management Section (we, us or Company) may be required by law to 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Two Reading Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for amendment the "Infectious Disease Prevention and Control Unit-COVID (IDCU-COVID) Grant' from the Texas Department of State Health Services appropriating an additional S160,905.00 for the Laboratory Response Network (LRN) into the Health Grants Fund to provide funding in support of Texas Initiative for COVID-19 response activities. City Council May 16, 2023 Background and Staff Recommendation • IDCU-COVID o To be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). Ensure proper COVID-19 response activities are sustained. o September 1, 2022, through July 31, 2024 Background and Staff Recommendation o Total Contract value is $2,174,626.64 o Fiscal impact — All positions are 100% grant funded. o Staff Recommendation: Approval of the two-reading ordinance. City Council May 16, 2023 so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Fauzia Khan, Director of Public Health fauziak(o-)-cctexas.com 361-826-7202 Acceptance of the Laboratory Response Network (LRN)—Public Health Emergency Preparedness (PHEP) Grant Amendment in the amount of$205,548.00, and appropriation of the funds for the contract period July 1, 2023, through June 30, 2024 CAPTION: Ordinance authorizing acceptance of the Center for Health Emergency Preparedness and Response Grant for$205,548.00 with an in-kind match of$20,565.00 from the Texas Department of State Health Services (DSHS); and appropriating $205,548.00 in the Health Grant Fund to provide Laboratory Response Network(LRN) Level 3 chemical laboratory surge capacity activities for the period of July 1, 2023, through June 30, 2024. SUMMARY: Funds in the amount of$205,548.00 are appropriated from the Contract to Health Grants Fund No. 1066 to pay for personnel costs, supplies, and other expenses; fulfilling the mission of the Public Health Emergency Preparedness Laboratory Response Program to maintain and support an action plan to respond to bioterrorism and biological threats in the community. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant contract amendment in the amount of $205,548.00 to maintain the LRN laboratory activities within the Corpus Christi-Nueces County Public Health District. The contract is to begin July 1, 2023, through June 30, 2024, for the purchase of supplies, equipment, travel expenses, and personnel salary with fringe benefits to support the preparedness and response activities. This grant covers a 12-county area, responding to, training, and educating hospital and first responder personnel for events relating to bioterrorism, chemical terrorism, and other man-made and natural disasters. This renewable grant has been a part of the LRN for over 5 years with the primary goal of continuing Level 3 chemical laboratory surge capacity activities, complying with LRN requirements for biological laboratories. It enables expedient and appropriate responses to events of public health consequences. ALTERNATIVES: Discontinue LRN laboratory response network activities and thereby cause a delay in or prevent expedient and appropriate response to public health threats. FISCAL IMPACT: This Ordinance, Amendment No. 7 increases the total contract value by $226,103.00 (reflecting $205,548.00 in federal funding and $20,565.00 in match funding) for FY2024. It extends the end of the contract term to June 30, 2024, and revises attachments to the contract. COMMENTS: The grant award of$205,548.00 requires a 10% ($20,565.00) in-kind match. FUNDING DETAIL: Fund: 1066 Health Grants paid by the Department of State Health Services Organization/Activity: 831526F Department: 044 Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001311400005 Amendment No. 07 Ordinance Ordinance authorizing acceptance of Center for Health Emergency Preparedness and Response Grant for $205,548.00 with an in-kind match of $20,565.00 from the Texas Department of State Health Services (DSHS); and appropriating $205,548.00 in the Health Grant Fund to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities for the period of July 1, 2023, through June 30, 2024. 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. HHS001311400005 (the "Contract") between the Texas Department of State Health Services ("DSHS") and Corpus Christi-Nueces County Public Health District to increase the grant amount by $205,548.00 with an in-kind match of $20,565.00 for the period July 1 , 2023, through June 30, 2024, to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities. SECTION 2. Funds in the amount of $205,548.00 are appropriated in the Health Grants Fund No. 1066 to pay for personnel costs, supplies, and other expenses; to provide a Public Health Emergency Preparedness Laboratory Response Program to maintain and support an action plan to respond to an act of bioterrorism and biological threats in the community. SECTION 3. 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 4. A copy of the executed health grant contract and amendments 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 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT, CONTRACT No.HHS001311400005 UNDER THE CENTER FOR HEALTH EMERGENCY PREPAREDNESS AND RESPONSE GRANT PROGRAM The parties to this agreement("Grant Agreement" or"Contract") are The Department of State Health Services ("System Agency"), a pass-through entity, and Corpus Christi-Nueces County Public Health District(City) ("Grantee"), having its principal office at 1702 Horne Road, Corpus Christi, Texas 78416 (each a"Party" and collectively the "Parties"). I. PURPOSE Perform activities in support of the Public Health Emergency Preparedness Cooperative Agreement and the Administration for Strategic Preparedness and Response (ASPR) Activities include but are not limited to; continuing Level 3 chemical laboratory surge capacity activities, complying with new Laboratory Response Network ("LRN") requirements for biological laboratories, coordinating with public health preparedness partners, and analyzing real-time clinical specimens. CDC's five-year Public Health Emergency Preparedness ("PHEP")—Hospital Preparedness Program ("HPP") Cooperative Agreement seeks to align PHEP and HPP programs and advance public health and healthcare preparedness and ensure jurisdictions are capable of providing a standard battery of tests for high-priority biological threats and emerging infectious diseases. H. DURATION This Grant Agreement is effective on July 1, 2023 and expires on June 30, 2024, unless sooner terminated or renewed or extended. III. STATEMENT OF WORK The Scope of Grant Project to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as Attachment A. IV.BUDGET The total amount of this Grant Agreement will not exceed Total contract amount$226,113.00. This includes the System Agency share of$205,548.00 and Grantee's required match amount of $20,565.00. The total not-to-exceed amount includes the following: System Agency Grant Agreement,Contract# HHS001311400005 Page 1 of 5 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A Total Federal Funds: $205,548.00 Total State Funds: $0.00 All expenditures under the Grant Agreement will be in accordance with ATTACHMENT B, BUDGET. V. NOTICE TO PROCEED Funding for this Contract is dependent on the award of the applicable federal grant. No activities may commence, and no expenses incurred prior to the issuance of a written Notice to Proceed by System Agency. The Notice to Proceed may include an amended or ratified budget which will be incorporated into this Contract by a subsequent amendment, as necessary. Notwithstanding the preceding, at the discretion of System Agency, Grantee may be eligible to receive reimbursement for eligible expenses incurred during the period of performance as defined by 2 CFR §200.309. Vl. REPORTING REQUIREMENTS Grantee shall submit the following reports listed on Attachment C — Requirements Schedule according to each of the established due dates to the DSHS Center for Health Emergency Preparedness and Response(CHEPRS)External SharePoint and copy the assigned DSHS Contract Manager. Any changes to Attachment C —Requirements Schedule will be documented through a Technical Guidance Letter(TGL) and will be sent from the assigned DSHS Contract Manager. VII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Grant Agreement on behalf of their respective Party. System Amcy Grantee Fred L. Waterman Angela Flores Department of State Health Services Corpus Christi-Nueces County Public 1100 W. 49th Street, MC 1990 Health District(City) Austin, Texas 78756 1702 Horne Road Fred.Waterman(c�r�,dshS.texaS.gov Corpus Christi, Texas 78416 An eg_laF(2cctexas.com VIII. NOTICE REQUIREMENTS A. All notices given by Grantee shall be in writing, include the Grant Agreement contract number, comply with all terms and conditions of the Grant Agreement, and be delivered to the System Agency's Contract Representative identified above. System Agency Grant Agreement,Contract#HHS001311400005 Page 2 of 5 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the System Agency's Contract Representative: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe, Mail Code 1100 Austin, Texas 78751 with a copy to: Department of State Health Services Attention: General Counsel 1100 W. 49th Street, Mail Code 1919 Austin, TX 78756 C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail,postage paid, certified,return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier, overnight, signature required. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Party may change its Contract Representative or Legal Notice contact by providing written notice to the other Party. IX. FEDERAL AWARD INFORMATION GRANTEE'S UNIQUE ENTITY IDENTIFIER IS: FPCUDWBE7DX2 Federal funding under this Grant Agreement is a subaward under the following federal award. Federal Award Identification Number (FAIN): NU90TP922045 A. Assistance Listings Title, Number, and Dollar Amount: Centers for Disease Control and Prevention, Public Health Emergency Preparedness (PHEP) Cooperative Agreement, — 93.069— TBD B. Federal Award Date: TBD C. Federal Award Period: 7/1/2023-6/30/2024 D. Name of Federal Awarding Agency: Centers for Disease Control and Prevention E. Federal Award Project Description: Public Health Emergency Preparedness (PHEP) Cooperative Agreement F. Awarding Official Contact Information: TBD G. Total Amount of Federal Funds Awarded to System Agency: TBD System Agency Grant Agreement,Contract#HHS001311400005 Page 3 of 5 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A H. Amount of Funds Awarded to Grantee: $205,548.00 I. Identification of Whether the Award is for Research and Development: No X. CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. Unless expressly stated otherwise in this Grant Agreement, in the event of conflict, ambiguity or inconsistency between or among any documents, all System Agency documents take precedence over Grantee's documents and the Data Use Agreement takes precedence over all other contract documents. ATTACHMENT A—FY2024 STATEMENT OF WORK ATTACHMENT B—FY2024 BUDGET ATTACHMENT C—FY2024 REQUIREMENT SCHEDULE ATTACHMENT D—HHS CONTRACT AFFIRMATIONS-V2.2 ATTACHMENT E—UNIFORM TERMS AND CONDITIONS—GRANT-V3.2 ATTACHMENT F—HHS DATA USE AGREEMENT ATTACHMENT G—FEDERAL ASSURANCES—V1.1 ATTACHMENT H—CERTIFICATION REGARDING LOBBYING ATTACHMENT I—FFATA CERTIFICATION FORM XL SIGNATURE AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. Any services or work performed by Grantee before this Grant Agreement is effective or after it ceases to be effective are performed at the sole risk of Grantee. SIGNATURE PAGE FOLLOWS System Agency Grant Agreement,Contract#HHS001311400005 Page 4 of 5 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A SIGNATURE PAGE FOR SYSTEM AGENCY GRANT AGREEMENT, CONTRACT No.HHS001311400005 DEPARTMENT OF STATE HEALTH CORPUS CHRISTI-NUECES COUNTY SERVICES PUBLIC HEALTH DISTRICT(CITY) DocuSigned by: �awLjia �.�,aan, Signature Signature Fauzia Khan Printed Name: Printed Name: Title: Title: Director of Public Health 3/10/2023 Date of Signature: Date of Signature: System Agency Grant Agreement,Contract#HHS001311400005 Page 5 of 5 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 I. GRANTEE RESPONSIBILITIES Grantee will: A. Perform activities in support of the Public Health Emergency Preparedness Cooperative Agreement and the Administration for Strategic Preparedness and Response (ASPR) Activities include but are not limited to; continuing Level 3 chemical laboratory surge capacity activities, complying with new Laboratory Response Network ("LRN") requirements for biological laboratories, coordinating with public health preparedness partners, and analyzing real-time clinical specimens. CDC's five-year Public Health Emergency Preparedness ("PHEP") — Hospital Preparedness Program ("HPP") Cooperative Agreement seeks to align PHEP and HPP programs and advance public health and healthcare preparedness and ensure jurisdictions are capable of providing a standard battery of tests for high-priority biological threats and emerging infectious diseases. B. Perform activities in the following county/ies(hereinafter referred to as the "service area"): San Patricio, Nueces, Aransas, Jim Wells, Kleberg, Victoria, Bee, Calhoun, Goliad, Jackson, Live Oak, and Refugio. C. Comply with new biological laboratory requirements in accordance with the revised CDC policy for LRN-B Reference Level Laboratories. Laboratories must attain and maintain LRN-B Member Standard Level as detailed in the LRN Checklist of Laboratory Requirements. Minimum standards are required for testing capabilities, administrative activities, emerging infectious disease preparedness, and instrumentation and equipment. D. Provide matching funds as stated under this Contract with funds, costs or third-party contributions that are not paid by -by other grants or the federal government under another award, except where authorized by federal statute to be used for cost-sharing or matching. The non-federal contributions (match)may be provided directly or through donations from public or private entities and may be in cash or in-kind donations, fairly evaluated, including plant, equipment, or services. The costs that the Grantee incurs in fulfilling the matching or cost-sharing requirement are subject to the same requirements, including the cost principles, that are applicable to the use of federal funds, including prior approval requirements and other rules for allowable costs as described in 45 CFR 74.23 and 45 CFR 92.24, as amended. E. Grantee will provide matching funds in the amount of ten percent (10%) of the Contract amount as set forth in Attachment B,Budget. Cash match is defined as an expenditure of cash by the Grantee on allowable costs of this Contract that are borne by the Grantee. In- kind match is defined as the dollar value of non-cash contributions by a third party given System Agency Contract No. HHS001311400005 Page 1 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 in goods, commodities, or services that are used in activities that benefit this Contract's project and that are contributed by non-federal third parties without charge to the Grantee. The criteria for match must: 1. Be an allowable cost under the applicable federal cost principle; 2. Be necessary and reasonable for the efficient accomplishment of project or program objectives; 3. Be verifiable within the Grantee's (or subgrantee's)records; 4. Be documented, including methods and sources, in the approved budget (applies only to cost reimbursement contracts); 5. Not be included as contributions toward any other federally-assisted project or program (match can count only once); 6. Not be paid by the federal government under another award, except where authorized by federal statute to be used for cost-sharing or match; 7. Conform to other provisions of governing circulars/statutes/regulations as applicable for the Contract; 8. Be adequately documented; 9. Follow procedures for generally accepted accounting practices as well as meet audit requirements; and 10. Value the in-kind contributions reported and be supported by documentation reflecting the use of goods and/or services during the Contract term. F. Cooperate with System Agency to coordinate planning, training and exercises performed under this Contract with the Texas Department of Emergency Management of the State of Texas, or other points of contact at the discretion of the DSHS Division for Regional and Local Health Operations, to ensure consistency and coordination of requirements at the local level and eliminate duplication of effort between the various domestic preparedness funding sources in the state. G. In the event of a public health emergency in the state, mobilize and dispatch staff or equipment purchased with funds from previous PHEP cooperative agreements that are not performing critical duties in the jurisdiction served, to the affected area of the state upon receipt of a written request from System Agency. H. Develop, implement and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Contract, including partial full-time employees and temporary staff. L Maintain a confirmatory bioterrorism testing laboratory with a staff trained and proficient System Agency Contract No. HHS001311400005 Page 2 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 in CDC's LRN biothreat protocols. J. Train other Grantee laboratory staff in setting up and performing all diagnostic and reference testing for select biological agents. K. Provide test samples from identified service area for biothreat agents and toxins. Once any biological agent is identified, Grantee will be prepared to test for other infectious agents and for other public health threats and emergencies. L. Test food samples for select biological agents using conventional and advanced bacteriological techniques and CDC-LRN protocols. M. Monitor and evaluate biothreat incidents, outbreaks of infectious disease and other public health threats and emergencies. N. Communicate with all other laboratories within the designated service area. O. Collaborate with local law enforcement, hazardous material and other emergency responders. In addition, Grantee will prepare Standard Operating Procedures and Standard Operating Guidelines ("SOPs"/"SOGs") covering interaction with these agencies in the event of an emergency or incident. P. Review and approve all current preparedness SOPs/SOGs (copy of the titled, dated, and initialed/signed review sheet) for use by the respective laboratories with quarterly reports. Q. Collaborate with all hospitals located in the identified service area to plan for response activities for biological threats. LRN service regions can be found here: hLtp://www.dshs.texas.gov/lab/eprLRN.shtm. R. Utilize System Agency's provided Public Health Laboratory Information Management System ("PHLIMS"), or a Laboratory Information Management System? ("LIMS") that has been configured to be compatible with the CDC Results Messenger("RM")reporting system, or CDC RM for reporting biothreat testing and results. This reporting will include sample and laboratory data as well as the final report. S. Provide current information during an incident about status on individual samples, sample load/overload,personnel, reagent, equipment, and facilities. T. Provide to System Agency an LRN surge capability plan within a timeline designated by System Agency Contract No. HHS001311400005 Page 3 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 System Agency that details how the LRN laboratory will manage a surge in sample capacity. The plan should include work hours, instruments and equipment, personnel and staffing, and essential lab services that must be maintained during an outbreak or emergency event. U. Present laboratory-oriented training to hospitals and reference laboratories in the identified service area on the LRN sentinel protocols to include packaging and shipping of both biological and chemical samples according to published CDC protocols. V. Maintain a system for safe specimen transport from local laboratories. W. Explore the capabilities and needs of sentinel laboratories. LRN laboratory will actively engage their Sentinel Labs through surveys, site visits, and/or email and provide the training and resources that are needed in their jurisdiction. X. Inform System Agency of Grantee's plans, via email or telephone, to meet updated LRN- B program requirements for Standard Reference Level Laboratories as outlined in the Funding Opportunity Announcement("FOA"). Y. Provide programmatic quarterly reports within the established timeframe designated by the Contractual Requirements Schedule. Grantee will provide System Agency other reports, including financial reports,and any other reports that System Agency determines necessary to accomplish the objectives of this Contract and to monitor compliance. Z. Submit an End-of-Year Performance Report in a format specified by System Agency within an established timeframe designated by the Contractual Requirements Schedule. AA. Report as requested by System Agency to satisfy information-sharing requirements set forth in Texas Government Code, Sections 421.071 and 421.072 (b)and(c), as amended. Grantee shall immediately notify System Agency in writing if Grantee is legally prohibited from providing any reports required under this Contract. BB. Initiate the purchase of all equipment approved in writing by the System Agency in the first quarter of the FY2024 Contract term, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Contract must be submitted to the assigned System Agency Contract Manager. CC. Maintain an inventory of equipment, supplies defined as Controlled Assets, and real System Agency Contract No. HHS001311400005 Page 4 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 property. Grantee shall submit an annual cumulative report of the equipment and other property on HHS System Agency Grantee's Property Inventory Report, as designated on the Contractual Requirements Schedule, not later than October 15 of each year. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered Supplies. DD. Provide notification of budget transfers by submission of a revised Categorical Budget Form to the System Agency Contract Manager, highlighting the areas affected by the budget transfer. Transferring funds between budget categories, other than the equipment and indirect cost categories, is allowable, but cannot exceed 25% of the total Contract value during a Contract budget period. If the budget transfer(s)exceeds 25%of the total Contract value, alone or cumulatively, a formal Contract amendment is required. After review, the System Agency Contract Manager shall provide notification of acceptance to Grantee via email, upon receipt of which, the revised budget shall be incorporated into the Contract. EE. Not use System Agency funds to purchase buildings or real property without prior written approval from the System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. FF. At the expiration or termination of this Contract for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to System Agency. Title may be transferred to any other party designated by System Agency. The System Agency may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Grantee. GG. In the event of a local, state, or federal emergency,the Grantee has the authority to utilize approximately five percent (5%) of the Grantee's staff's time supporting this Contract for response efforts. System Agency may reimburse Grantee up to five percent of this Contract funded by CDC for personnel costs responding to an emergency event. Grantee will maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation in drills and exercises in the pre- System Agency Contract No. HHS001311400005 Page 5 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 event time period. Grantee will notify the System Agency Contract Manager in writing when this provision is implemented. HH. Comply with all applicable federal and state laws, rules, and regulations, as amended, including, but not limited to, the following: 1. Public Law 107-188, Public Health Security and Bioterrorism Preparedness and Response Act of 2002; 2. Public Law 113-05, Pandemic and All-Hazards Preparedness Reauthorization Act; and 3. Texas Health and Safety Code Chapter 81. IL Comply with the following documents and resources, as amended and updated, which are incorporated by reference and made a part of this Contract: 1. System Agency and CDC Public Health Emergency Preparedness Cooperative Agreement; 2. Public Health Preparedness Capabilities: National Standards for State and Local Planning, March 2011: https://www.cdc.gov/cpr/readiness/cEabilities.htm; 3. Presidential Policy Directive 8/PPD-8, March 30, 2011: hlt 2s://www.dhs.gov/presidential-policy-directive-8-national-preparedness; 4. Homeland Security Exercise and Evaluation Plan ("HSEEP") Documents: hlt2s://preptoolkit.fema.gov/web/hseep-resources, 5. Texas Ready: Be Informed, Make a Plan, Build a Kit, Videos, Resources: haps://texasready_gov; 6. Preparedness Program Guidance(s) as provided by System Agency and CDC; and 7. Office of the Assistant Secretary for Preparedness and Response (ASPR) Hospital Preparedness Program— CFDA Number 93.074: haps://www.phe.gov/Preparedness/plannin_ hpp/Pages/default.aspx. Grantee is responsible for maintaining contact with the foregoing documents and resources as they or their weblink may be changed and updated over time. IL PERFORMANCE MEASURES A. System Agency will monitor the Grantee's compliance with the requirements in this Contract and failure to meet these requirements may result in withholding a portion of the current LRN base awards. System Agency Contract No. HHS001311400005 Page 6 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 B. Grantee must demonstrate adherence to reporting deadlines and the capability to receive, stage, store, distribute and dispense materiel during a public health emergency. The initial reporting requirement schedule for the requirements is subject to change as System Agency and CDC may modify requirements and due dates. System Agency will send requirements schedule within thirty (30) days of the Fiscal Year 2023 start date. III. INVOICE AND PAYMENT A. Grantee shall submit a Financial Status Report(FSR)twice per fiscal year. The first FSR (for the period July 1, 2023 through December 31, 2023) is due by January 31, 2024. The second FSR (for the period January 1, 2024 through June 30, 2024) is due by August 15, 2024. B. All reporting documents must be submitted by e-mail, fax, or mail. E-mail is preferred,but fax or mail are acceptable. 1. For submission by mail, use address below: Department of State Health Services Claims Processing Unit P.O. Box 149347 Austin, TX 78714-9347 2. For submission by fax, use number below: (512)458-7442 3. For submission by e-mail, see requirements below: a. Form B-13 with supporting documentation and Form B-13A must be sent to invoiceskdshs.texas.gov & CMSInvoicesLdshs.texas.gov, with a copy to the System Agency contract manager. b. FSR must be sent to: invoices2dshs.texas.gov; FSRGrants2dshs.texas.gov, and with a copy to the System Agency contract manager. C. Grantee will be reimbursed on a monthly basis in accordance with the Budget in Attachment B of this Contract. D. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. System Agency will monitor Grantee's expenditures on a quarterly basis. If expenditures are below that projected in Grantee's total Contract System Agency Contract No. HHS001311400005 Page 7 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 amount, Grantee's budget may be subject to a decrease for the remainder of the term of the Contract. Vacant positions existing after ninety(90) days may result in a decrease in funds. E. Grantee may request a one-time working capital advance not to exceed twelve percent (12%) of the total amount of the Contract funded by System Agency. All advances must be expended by the end of the Contract term. Advances not expended by the end of the Contract term must be refunded to System Agency. Grantee will repay all or part of advance funds at any time during the Contract's term. However, if the advance has not been repaid prior to the last three months of the Contract term, the Grantee must deduct at least one-third of the remaining advance from each of the last three months' reimbursement requests. If the advance is not repaid prior to the last three months of the Contract term, System Agency will reduce the reimbursement request by one-third of the remaining balance of the advance. F. For the purposes of this Contract,the Grantee may not use funds for fundraising activities, lobbying,research, construction,major renovations and reimbursement of pre-award costs, clinical care, purchase of vehicles of any kind, funding an award to another party or provider who is ineligible, backfilling costs for staff or the purchase of incentive items. System Agency Contract No. HHS001311400005 Page 8 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A ATTACHMENT B FY2024 Budget July 1,2023,through June 30,2024 Budget Categories DSHS Funding Personnel $134,284.00 Fringe Benefits $58,494.00 Travel $8,105.00 Equipment $0.00 Supplies $4,241.00 Contractual $0.00 Other $424.00 Sum of DSHS Direct Costs $205,548.00 Indirect Costs $0.00 Sum of DSHS Direct Costs and Indirect $205,548.00 Costs Plus Required Match(Cash or In-Kind) $20,565.00 Total Contract Amount $226,113.00 DocuSign Envelope ID:9403831B-BECA-48D1-B4EC-2B2435DADC8A ATTACHMENT C FY24 LRN-PHEP CONTRACTUAL REQUIREMENTS SCHEDULE MONTH DAY CONTRACTUAL REQUIREMENT SUBMIT TO: 2023 July 1 Start of FY24 Contract August 31 July B-13 Invoices Inbox and CMS Invoices Inbox July Support Documentation September 30 August B-13 Invoices Inbox and CMS Invoices Inbox August Support Documentation 15 Contractor's Property Inventory Report (GC-11) Assigned Contract Manager October 29 1st Quarterly Report-Programmatic Report Medial-ab:www.medialabinc.net&Assigned Contract Manager September B-13 31 Invoices Inbox and CMS Invoices Inbox September Support Documentation October B-13 November 30 Invoices Inbox and CMS Invoices Inbox October Support Documentation November B-13 December 31 Invoices Inbox and CMS Invoices Inbox November Support Documentation 2024 29 2nd Quarterly Report-Programmatic Report Medial-ab:www.medialabinc.net, ,Assigned Contract Manager December B-13 January Invoices Inbox and CMS Invoices Inbox 31 December Support Documentation 1st FSR FSRGrants Inbox and CMS Invoices Inbox January B-13 February 28 Invoices Inbox and CMS Invoices Inbox January Support Documentation February B-13 March 31 Invoices Inbox and CMS Invoices Inbox February Suppport Documentation 29 3rd Quarterly Report-Programmatic Report Medial-ab:www.medialabinc.net&Assigned Contract Manager April March B-13 30 Invoices Inbox and CMS Invoices Inbox March Support Documentation DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A April B-13 May 31 Invoices Inbox and CMS Invoices Inbox April Support Documentation May B-13 June 30 Invoices Inbox and CMS Invoices Inbox May Support Documentation 1 Start of new FY25 contract year July 29 4th Quarterly Report(Final)-Programmatic Report MediaLab:www.medialabinc.net&Assigned Contract Manager June B-13(Final) Invoices Inbox and CMS Invoices Inbox June Support Documentation(Final) August 15 2nd FSR(Final) FSRGrants Inbox and CMS Invoices Inbox 4th Quarter B-13A(Final) Invoices Inbox and CMS Invoices Inbox End-Of-Year Performance Report MediaLab:wvvw.medialabinc.net&Assigned Contract Manager NON-SPECIFIC DATE DEADLINES Provide copies of all new or revised SOPS/SOGs related to preparedness to DSHS with Quarterly Report. Utilize DSHS's provided Public Health Laboratory Information Management System(PHLIMS),or a LIMS that has been configured to be compatible with the CDC Results Messenger(RM)reporting system,or CDC RM for reporting biothreat testing and results.This reporting will include sample and laboratory data MediaLab:www.medialabinc.net&Assigned Contract Manager as well as the End-of-Year Report. Provide LRN surge capability plan. Describe their plans to meet updated LRN-B program requirements for Standard reference level laboratories as outlined in the Funding Opportunity Announcement FOA,Appendix 10. All additional contractual requirements and due dates as listed in this current FY24 LRN-PHEP Contractual Reporting Schedule are subject to change as DSHS and CDC modify performance measures and due dates. PHEP Inbox-phep@dshs.texas.gov Preparedness Exercise Inbox-preparednessexercise@dshs.texas.gov DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A HEALTH AND HUMAN SERVICES Contract Number HHS001311400005 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:9403831B-BECA-48D1-134EC-21324351DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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(SANT) 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831 B-BECA-48D1-B4EC-2B2435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffalrsReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin, Texas 78708-5200 29. Antitrust The undersigned affirms under penalty of perjury of the laws of the State of Texas that: A. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; B. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any federal antitrust law; and C. neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Contractor. 30. Legal and Regulatory Actions Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the five (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to System Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. In addition, Contractor acknowledges this is a continuing disclosure requirement. Contractor represents and warrants that Contractor shall notify System Agency in writing within five (5)business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination. Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 6 of 13 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-21324351DADC8A 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:9403831B-BECA-48D1-134EC-21324351DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831 B-BECA-48D1-B4EC-2B2435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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 DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A TEv..A.S 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:9403831B-BECA-48D1-134EC-21324351DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A TABLE OF CONTENTS ARTICLE L DEFINITIONS AND INTERPRETIVE PROVISIONS........................... 6 1.1 DEFINITIONS ......................................................................................................... 6 1.2 INTERPRETIVE PROVISIONS.................................................................................. 7 ARTICLE II. PAYMENT PROVISIONS......................................................................... 8 2.1 PROMPT PAYMENT................................................................................................ 8 2.2 TAXES.................................................................................................................... 8 2.3 ANCILLARY AND TRAVEL EXPENSES ................................................................... 9 2.4 BILLING................................................................................................................. 9 2.5 USE OF FUNDS....................................................................................................... 9 2.6 USE FOR MATCH PROHIBITED.............................................................................. 9 2.7 PROGRAM INCOME ............................................................................................... 9 2.8 NONSUPPLANTING................................................................................................. 9 2.9 INDIRECT COST RATES....................................................................................... 10 ARTICLE III. STATE AND FEDERAL FUNDING..................................................... 10 3.1 EXCESS OBLIGATIONS PROHIBITED................................................................... 10 3.2 NO DEBT AGAINST THE STATE........................................................................... 10 3.3 DEBTS AND DELINQUENCIES .............................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS ......................................................................... 10 ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS.................. 11 4.1 ALLOWABLE COSTS............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 12 ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS........................................................................................................... 12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 13 5.3 FEDERAL ASSURANCES....................................................................................... 13 5.4 FEDERAL CERTIFICATIONS ................................................................................ 13 5.5 STATE ASSURANCES............................................................................................ 13 HHS Uniform Terms and Conditions—Grant v 3.2 Effective July 2022 Page 3 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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 MA.IEURE ................................................................................................ 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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. "Pte" 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:9403831 B-BECA-48D1-B4EC-2B2435DADC8A "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. "Signature Document" means the document executed by all Parties for this Grant Agreement. "Solicitation," "Funding Announcement'' or"Request for Applications (RFA)" means the document(including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or"Application" means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas TextraveT' means the Texas Comptroller of Public Accounts' state travel rules,policies, and guidelines. "Statement of Work"means the description of activities Grantee must perform to complete the Project, as specified in the Grant Agreement and as may be amended. "System Agency"means HHSC or DSHS,as applicable. "Work Product" means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software,programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed,produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or"TxGMS" means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof," "herein," "hereunder," and similar words refer to this Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i)references to contracts HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 7 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A (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:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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 https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single_audit_repoy2hhsc.state.tx.us. B. Financial Statements. Due no later than nine months after the Grantee's fiscal year-end, Grantees not required to submit an audit, shall submit one electronic copy of their financial statements via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit repog2hhsc.state.tx.us. ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement;and all deliverables shall be fit for ordinary use,of good quality, and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement, the System Agency may require Grantee, at its sole expense, to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith, require Grantee to accept the return of such work; and, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 12 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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 Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display,perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3,including without limitation documentation indicating a third party's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 14 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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. R When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement, use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 16 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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 responsible to the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities; however, these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 20 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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; i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR R SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 21 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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 subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees,premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-party service providers shall serve as independent contractors in providing the services HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 24 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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: hllps://hhs.texas.gov/about-hhs/your-rights/civil-rights-office/civil//hhs.texas.gov/about-hhs/your-ri ghts/civi l-ri ghts-offi ce/civi l-ri ghts-posters. E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street, Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512)438-5885 Email: HHSCivilRightsOffice@hhsc.state.tx.us. 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS 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:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A HHS DATA USE AGREEMENT This Data Use Agreement("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR"). ARTICLE 1. PURPOSE;APPLICABILITY; ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information.45 CFR 164.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA,this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996,Public Law 104-191 (42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments,regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition,the following terms in this DUA are defined as follows: "Authorized Purpose" means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User"means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 1 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create, receive, maintain, use, disclose or have access to the Confidential Information; and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR, or that CONTRACTOR may,for an Authorized Purpose,create,receive,maintain, use, disclose or have access to, that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information (herein"PHP'); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative"of the Individual, as defined by Texas law,including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code §166.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3,01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 2 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A a manner that is not expressly an Authorized Purpose under this DUA or as Required by 45 CFR 164.502(b)(1); 45 CFR 164.514(d) (B) Except as Required by Law,CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors (as defined in 45 CER 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management,to carry out CONTRACTOR's obligations in connection with the Authorized Purpose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code§181.101 All of CONTRACTOR's Authorized Users, Workforce and Subcontractors with access to a state computer system or database will complete a cybersecurity training program certified under Texas Government Code Section 2054.519 by the Texas Department of Information Resources or offered under Texas Government Code Sec. 2054.519(f). (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.ER. 164.308(a)(1)(h)(C); 164.530(e); 164.410(b); 164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(h)(A) (E) CONTRACTOR will not attempt to re-identify or further identify Confidential Information or De-identified Information, or attempt to contact any Individuals whose records are contained in the Confidential Information except for an Authorized Purpose, without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and(4); Texas Health &Safety Code Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 3of15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and(2). (G) CONTRACTOR is directly responsible for compliance with,and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5); 42 CFR 431.300, et seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request. CONTRACTOR will provide PHI to an Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS'request. 45 CFR 164.524and 164.504(e)(2)(h)(E). (I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164 504(e)(2)(ii)(E) and(F). (J) If PHI is subj ect to this Agreement, CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations. 45 CFR 164 504(e)(2)(ii)(G) and 164 528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA, it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC 202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 4 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if. 45 CFR 164.504(e)(4)(A). (1) Disclosure is Required by Law provided that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR I64.504(e)(4)(ii)(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroyed or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction. If such delivery or Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUAto the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(h)(j HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5of15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c) (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry(SPI) at Attachment I . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 164.306. (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality,integrity, and availability of the Confidential Information, and with respect to PHI, as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy Official 45 CFR 164.530(a)(1) and Information Security Official, each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502; 164.514(d). HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 6 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308; 164.316; 164.514(d);164.530(i)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received,used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308;164.514(d). (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of,PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws. A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule, regulation or law, HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security.All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system, media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation, audit or the Discovery of an Event or Breach. Otherwise,requested production of such proof will be made as agreed upon by the parties.De-identification of HHS Confidential Information is a means of security. With respect to de-identification of PHI, "secure" means de-identified according to HIPAAPrivacy standards and regulatory guidance. 45 CFR 164.312;164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses, has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 7 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A • The Privacy Act of 1974; • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 — Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (NIST) Special Publication 800-66 Revision 1 —An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A — Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law,regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying Information it creates,receives,maintains,uses,transmits, destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 8 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A (A) CONTRACTOR will cooperate fully with HHS in investigating, mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues, until all effects of the Event are mitigated to HHS's reasonable satisfaction (the "incident response period"). 45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery,or in a timeframe otherwise approved by HHS in writing,initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice.No later than two business days after the Initial Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available:For(a) - (m) below: 45 CFR 164.400-414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; (c) A brief description of the Event or Breach; including how it occurred and who is responsible (or hypotheses, if not yet determined); HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 9 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A (d) A brief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; (f) Identification of and number of all Individuals reasonably believed to be affected, including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age,telephone number, and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm,including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); 0) The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identify, describe or estimate the Persons, Workforce, Subcontractor, or Individuals and any law enforcement that may be involved in the Event or Breach; (1) A reasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business days or as otherwise directed by HHS, including information about risk estimations,reporting,notification,if any,mitigation, corrective action,root cause analysis and when such activities are expected to be completed; and HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 10 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A (m) Any reasonably available,pertinent information,documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation,Response and Mitigation.45 CFR 164.308,310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the final assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures, as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals, regulators or third-parties, as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all regulatory requirements regarding the time, manner and content of any notification to Individuals, regulators or third-parties, or any notice required by other state or federal authorities, including without limitation, notifications required by Texas Business and Commerce Code, Chapter 521.053(b) and HIPAA. HHS shall have ten (10)business days to provide said feedback to CONTRACTOR. Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number, if required by applicable law, rule, or regulation, for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 11 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made.If there are delays outside of CONTRACTOR's control, CONTRACTOR will provide written documentation of the reasons for the delay. (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto, is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation,receipt,maintenance,use, disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create, maintain,transmit,use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities,systems,books and records of CONTRACTOR to monitor compliance with this DUA. For purposes of this subsection,HHS's agent(s)include,without limitation,the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6,04 Term; Termination of DUA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shall be extended or amended concurrent with such extension or amendment. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 12 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately, and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation,the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible,HHS shall report the violation to the Secretary of the U.S. Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as required by this DUA. 6.05 Governing Law,Venue and Litigation (A) The validity, construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Texas, will be the exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this DUA. 6,06 Injunctive Relief HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 13 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply.Accordingly, CONTRACTOR agrees that HHS will,in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages, to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity, and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self-insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA. Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred in that action or proceeding. 6,09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 14 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. 6,10 Automatic Amendment and Interpretation If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information, or (ii) any change in the judicial or administrative interpretation of any such law,regulation or rule„ upon the effective date of such change, this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes. Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 15 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A OMB Number:4040-0007 Expiration Date: 02/28/2025 ASSURANCES - NON-CONSTRUCTION PROGRAMS Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions,searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project(0348-0040), Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: 1. Has the legal authority to apply for Federal assistance Act of 1973, as amended (29 U.S.C. §794),which and the institutional, managerial and financial capability prohibits discrimination on the basis of handicaps; (d) (including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975, as amended (42 U. of project cost)to ensure proper planning, management S.C. §§6101-6107),which prohibits discrimination on and completion of the project described in this the basis of age; (e)the Drug Abuse Office and application. Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug 2. Will give the awarding agency, the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and of the United States and, if appropriate, the State, Alcoholism Prevention, Treatment and Rehabilitation through any authorized representative, access to and Act of 1970 (P.L. 91-616), as amended, relating to the right to examine all records, books, papers, or nondiscrimination on the basis of alcohol abuse or documents related to the award; and will establish a alcoholism; (g)§§523 and 527 of the Public Health proper accounting system in accordance with generally Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h)Title VIII of the Civil 3. Will establish safeguards to prohibit employees from Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale, presents the appearance of personal or organizational rental or financing of housing; (i)any other conflict of interest, or personal gain. nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being 4. Will initiate and complete the work within the applicable made; and, Q)the requirements of any other time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the agency. application. 5. Will comply with the Intergovernmental Personnel Act of 7. Will comply,or has already complied,with the 1970 (42 U.S.C. §§4728-4763) relating to prescribed requirements of Titles II and III of the Uniform standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646)which provide for one of the 19 statutes or regulations specified in fair and equitable treatment of persons displaced or Appendix A of OPM's Standards for a Merit System of whose property is acquired as a result of Federal or Personnel Administration (5 C.F.R. 900, Subpart F). federally-assisted programs.These requirements apply to all interests in real property acquired for 6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in nondiscrimination. These include but are not limited to: purchases. (a)Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color 8. Will comply, as applicable,with provisions of the or national origin; (b)Title IX of the Education Hatch Act(5 U.S.C. §§1501-1508 and 7324-7328) Amendments of 1972, as amended (20 U.S.C.§§1681- which limit the political activities of employees whose 1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole the basis of sex; (c)Section 504 of the Rehabilitation or in part with Federal funds. Previous Edition Usable Standard Form 4248(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-1 02 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 9. Will comply, as applicable,with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act(40 U.S.C. §§276a to 276a-7), the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended (16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act(40 U.S.C. §§327- (identification and protection of historic properties), and 333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974 (16 U.S.C. §§469a-1 et seq.). 10. Will comply, if applicable,with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of requirements of Section 102(a)of the Flood Disaster human subjects involved in research, development, and Protection Act of 1973 (P.L. 93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15. Will comply with the Laboratory Animal Welfare Act of insurable construction and acquisition is$10,000 or more. 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research, teaching, or prescribed pursuant to the following: (a) institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190)and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO) 11514; (b) notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which facilities pursuant to EO 11738; (c) protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990; (d)evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988; (e)assurance of 17 Will cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133, Act of 1972 (16 U.S.C. §§1451 et seq.); (f)conformity of "Audits of States, Local Governments, and Non-Profit Federal actions to State (Clean Air) Implementation Plans Organizations." under Section 176(c)of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g) protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws,executive orders, regulations, and policies Drinking Water Act of 1974, as amended (P.L. 93-523); governing this program. and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93- 19. Will comply with the requirements of Section 106(g)of 205). the Trafficking Victims Protection Act(TVPA)of 2000, as amended (22 U.S.C. 7104)which prohibits grant award 12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from(1) Engaging in severe 1968 (16 U.S.C. §§1271 et seq.) related to protecting forms of trafficking in persons during the period of time components or potential components of the national that the award is in effect(2) Procuring a commercial wild and scenic rivers system. sex act during the period of time that the award is in effect or(3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE APPLICANT ORGANIZATION DATE SUBMITTED Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans,and Cooperative Agreements The undersigned certifies,to the best of his or her knowledge and belief,that: (1)No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the extension,continuation,renewal,amendment,or modification of any Federal contract,grant, loan,or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant, loan,or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S.Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states,to the best of his or her knowledge and belief,that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S.Code.Any person who fails to file the required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. APPLICANT'S ORGANIZATION "PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: "First Name: Middle Name: "Last Name: Suffix: "Title: SIGNATURE: "DATE: DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ©Ji'.TEXAS Department of State Texas De 1C`e: HealthanclHuman p Services Health Services Fiscal Federal Funding Accountability and Transparency Act (FFATA) The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact: (Name, Email and Phone Number): Primary Address of Contractor: Zip Code: 9-digits required www.usos.com Unique Entity ID (UEI):This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.nov (VIN) - 14 digits: Printed Name of Authorized Representative: Signature of Authorized Representative Title of Authorized Representative Date Signed 1 Department of State Health Services Form 4734-April 2022 Contract Management Section DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete, and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? Yes No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? Yes ❑ No ❑ B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? Yes ❑ No ❑ If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes ❑ No ❑ If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: 2 Department of State Health Services Form 4734—April 2022 Contract Management Section DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A DocuSign Certificate Of Completion Envelope Id: FF465B8559Al4B459DDE8DFEB4C994AC Status: Sent Subject: Please DocuSign: HHS001311400005,Corpus Christi-Nueces County(City), Base Contract,CPS/LRN-PHEP Source Envelope: Document Pages:78 Signatures: 0 Envelope Originator: Certificate Pages:5 Initials: 0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 167.137.1.15 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/10/2023 11:20:47 AM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Dante Gonzalez Sent:3/10/2023 11:22:03 AM danteg@cctexas.com Assistant Director of Public Health Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Fauzia Khan FauziaK@cctexas.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:2/15/2023 1:02:57 PM ID: 1f80cea5-4e81-41da-a66f-ccad63e12c07 Jonah Wicznski jonah.wilczynski@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:3/10/2023 6:59:14 AM ID:99d7cf04-5b6b-4f24-b16b-350e9676323c Patty Melchior Patty.MeIchior@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 Dave Gruber David.Gruber@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 1/3/2021 4:48:45 PM ID:bd2f4497-b4dc-4c51-9974-71b86780cff4 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Denzel Otokunrin � Sent:3/10/2023 11:22:02 AM denzel@cctexas.com COPED Viewed: 3/10/2023 11:22:19 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Fred L.Waterman Fred.Waterman@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 3/10/2023 11:22:02 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A BPM Parties agreed to: Fauzia Khan,Jonah Wicznski, Patty Melchior, Dave Gruber ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DSHS Contract Management Section (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD),please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process,please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact DSHS Contract Management Section: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: alison.joffrion@hhsc.state.tx.us To advise DSHS Contract Management Section of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at alison.joffrion@hhsc.state.tx.us and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from DSHS Contract Management Section To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to alison.joffrion@hhsc.state.tx.us and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with DSHS Contract Management Section To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to alison.joffrion@hhsc.state.tx.us and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: haps://support.docusign.com/guides/signer-guide- signi_ ng-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you,please confirm that you have read this ERSD, and (i)that you are able to print on paper or electronically save this ERSD for your future reference and access; or(ii)that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check-box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify DSHS Contract Management Section as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by DSHS Contract Management Section during the course of your relationship with DSHS Contract Management Section. Two Reading Ordinance Ordinance authorizing execution of Amendment No.7 of grant contract with Texas Department of State Health to perform Level 3 chemical laboratory surge capacity activities from the Centers for Disease Control and Prevention (CDC) in support of public health emergency preparedness. For the contract period July 1, 2023, through June 30, 2024 ("Fiscal Year 2024" or "FY2024"); Increases the total contract value by $226,103.00 (reflecting $205,548.00 in federal funding and $20,555.00 in match funding) for FY2024. City Council May 9, 2023 Background and Staff Recommendation • Laboratory Response Network (LRN-PHEP) Grant Program o To be used to provide activities in support of the Public Health Emergency Preparedness Cooperative Agreement. Pay for personnel costs, supplies, and other expenses; to provide a Public Health Emergency Preparedness Laboratory Response Program to maintain and support an action plan to respond to an act of bioterrorism and biological threats in the community. Perform activities in the following county/ies of San Patricio, Nueces, Aransas, Jim Wells, Kleberg, Victoria, Bee, Calhoun, Goliad, Jackson, Live Oak, and Refugio. o July 1, 2023, through June 30, 2024 Background and Staff Recommendation o Total contract value by $226,103.00 o Fiscal impact- Reflecting $205,548.00 in federal funding and $20,565.00 in-kind match funding) for FY2024. o All positions are 100% grant funded. o Staff Recommendation: Approval of the two-reading ordinance. City Council May 9, 2023 so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Fauzia Khan, Director of Public Health fauziak(o-)-cctexas.com 361-826-7202 Acceptance of the Flu grant—Department of State Health Services (DSHS) Grant Amendment in the amount of$10,000.00, and appropriation of the funds for the contract period September 1, 2023, through August 31, 2025 CAPTION: Ordinance authorizing acceptance of Laboratory Response Network Influenza Surveillance and Epidemiology Grant for $10,000.00 from the Texas Department of State Health (DSHS); and appropriating $10,000.00 in the Health Grant Fund to provide a flu testing program for the period of September 1, 2023, through August 31, 2025. SUMMARY: Funds in the amount of$10,000.00 are appropriated from the Contract to Health Grants Fund No. 1066 to pay for Clinical and office supplies to provide funding for the Health District to identify and recruit submitters of clinical specimens through discussions and mutual agreement with local health/medical providers, and facilities in the Health Department's service area of Corpus Christi and Nueces County. BACKGROUND AND FINDINGS: Acceptance of this grant will require the Health District to test up to 200 clinical specimens meeting the Clinical Laboratory Improvement Act (CLIA'88) specifications per year in the assigned service area of the grant contract. ALTERNATIVES: Discontinue Flu laboratory activities thereby not providing influenza surveillance services in the community. FISCAL IMPACT: This Ordinance, Amendment No. 2, increases the total contract value and appropriates $10,000.00 for FY2024. Extends the end of the contract term to August 31, 2025, and revises attachments to the contract. COMMENTS: No fiscal impact to general fund. Grant does not require a cash or in-kind match. FUNDING DETAIL: Fund: 1066 Health Grants paid by the Department of State Health Services Organization/Activity: 830944S Mission Element: 115 Disease Prevention Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001021100001 Amendment No. 02 Ordinance Ordinance authorizing acceptance of Laboratory Response Network Influenza Surveillance and Epidemiology Grant for$10,000.00 from the Texas Department of State Health (DSHS); and appropriating $10,000.00 in the Health Grant Fund to provide flu testing program for the period of September 1, 2023, through August 31, 2025. 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 for $10,000.00 from the Texas Department of State Health Services for the contract period September 1 , 2023, through August 31 , 2025, to provide flu testing. SECTION 2. Funds in the amount of $10,000.00 from the grant are appropriated in the Health Grants Fund No. 1066 to pay for clinical and office supplies to provide Flu testing Program to maintain and support public health infrastructures in the community for the period September 1 , 2023, through August 31 , 2025. SECTION 3. The City Manager or designee is authorized to execute amendments to the grant contract that extend the contract period or increase or decrease the grant amount. SECTION 4. A copy of the executed health grant contract and amendments 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 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT,CONTRACT NO.HHS001323100004 UNDER THE LABORATORY RESPONSE NETWORK(LRN)INFLUENZA SURVEILLANCE AND EPIDEMIOLOGY GRANT PROGRAM The parties to this agreement("Grant Agreement" or"Contract") are the DEPARTMENT OF STATE HEALTH SERVICES ("System Agency" or "DSHS") and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) ("Grantee"), having its principal office at 1702 Horne Road, Corpus Christi, Texas (each a"Party" and collectively the"Parties"). L PURPOSE The purpose of this Grant Agreement is for the LRN to recruit submitters of clinical specimens, perform testing for typing of influenza viruses on each specimen, report testing results weekly to determine when and where influenza activity is occurring, what influenza viruses are circulating and detect changes in influenza viruses. II. LEGAL AUTHORITY This Grant Agreement is entered into pursuant to Texas Government Code Chapter 791, and Chapters 12, 121, and 1001 of the Texas Health and Safety Code. III. DURATION This Grant Agreement is effective on September 1, 2023, or as of the last date signed, whichever is later, and expires on August 31,2025,unless sooner terminated or renewed or extended. System Agency, at its sole discretion, may extend this Grant Agreement up to 2 years for a maximum term of 4 years. IV. STATEMENT OF WORK The Statement of Work to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as ATTACHMENT A,STATEMENT OF WORK. V. BUDGET AND INDIRECT COST RATE The total amount of this Grant Agreement will not exceed TEN THOUSAND DOLLARS ($10,000.00). Grantee is not required to provide matching funds. The total not-to-exceed amount includes the following: Total Federal Funds: $0.00 Total State Funds: $10,000.00 All expenditures under the Grant Agreement will be in accordance with ATTACHMENT B, CATEGORICAL BUDGET. DSHS Contract#HHS001323100004 Page 1 of 4 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C There is no indirect cost rate. VI. REPORTING REQUIREMENTS Grantee shall submit to System Agency the following reports according to the format, frequency, and due dates stated in the ATTACHMENT A,STATEMENT OF WORK: A. Grantee shall submit an annual list of providers or facilities that routinely submit specimens to the Grantee. B. Grantee shall submit in writing weekly reports on the RT-PCR influenza testing results. C. Grantee shall request payments monthly using the State of Texas Purchase Voucher(Form B-13). D. Grantee shall submit the Financial Status Report(FSR-269A)twice per state fiscal year. E. Grantee shall submit the Property Inventory Report(GC-11) annually. VII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Grant Agreement on behalf of their respective Party. System A2ency Grantee Caeli Paradise, Contract Manager Denzel Otokunrin Department of State Health Services Corpus Christi-Nueces County Public P.O. Box 149347, Mail Code 1990 Health District(City) Austin, Texas 78714-9347 1702 Horne Road caeli.paradisegdshs.texas.gov Corpus Christi, Texas 78416 denzel2cctexas.com VIII. NOTICE REQUIREMENTS A. All notices given by Grantee shall be in writing, include the Grant Agreement contract number, comply with all terms and conditions of the Grant Agreement, and be delivered to the System Agency's Contract Representative identified above. B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the System Agency's Contract Representative: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe, Mail Code 1100 DSHS Contract No.HHS001323100004 Page 2 of 4 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C Austin, Texas 78751 With copy to Department of State Health Services Office of General Counsel 1100 W. 49th Street, MC 1919 Austin, Texas 78756 Attention: General Counsel C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail, postage paid, certified, return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier,overnight,signature required.Legal Notices to System Agency must not be sent by email. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Party may change its Contract Representative or Legal Notice contact by providing written notice to the other Parry. IX. CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. ATTACHMENT A—STATEMENT OF WORK ATTACHMENT B—CATEGORICAL BUDGET ATTACHMENT C—CONTRACT AFFIRMATIONS VERSION 2.2 ATTACHMENT D—UNIFORM TERMS AND CONDITIONS—GRANT VERSION 3.3 ATTACHMENT E—DATA USE AGREEMENT TACCHO VERSION ATTACHMENT F—ADDITIONAL PROVISIONS Unless expressly stated otherwise in this Grant Agreement, in the event of conflict, ambiguity or inconsistency between or among any documents, all System Agency documents take precedence over Grantee's documents and the Data Use Agreement takes precedence over all other contract documents. X. SIGNATURE AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. Any services or work performed by Grantee before this Grant Agreement is effective or after it ceases to be effective are performed at the sole risk of Grantee. SIGNATURE PAGE FOLLOWS DSHS Contract No.HHS001323100004 Page 3 of 4 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C SIGNATURE PAGE FOR DSHS GRANT AGREEMENT CONTRACT No.HHS001323100004 DEPARTMENT OF STATE HEALTH CORPUS CHRISTI-NUECES COUNTY PUBLIC SERVICES HEALTH DISTRICT(CITY) Signature Signature Printed Name: Printed Name: Title: Title: Date of Signature: Date of Signature: DSHS Contract No.HHS001323100004 Page 4 of 4 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES A. Grantee shall identify and recruit submitters of clinical specimens through discussions and collaboration with local health departments in the Grantee's service area. Grantee may contact Emerging and Acute Infectious Disease Unit (EAIDU) at FLUTEXA Sgdshs.texas.gov for guidance on appropriate submitters. B. Grantee shall receive clinical specimens Monday through Friday from designated submitters within the Grantee's service area. C. Grantee shall test up to two hundred (200) clinical specimens in compliance with the Clinical Laboratory Improvement Act(CLIA'88) specifications per State Fiscal year, from September 1 to August 31, ("SFY")under this Contract. D. Grantee shall perform the Centers for Disease Control and Prevention (CDC) Real Time (RT) Polymerase Chain Reaction Method (PCR) for typing of influenza viruses on each specimen. E. Grantee shall retain positive influenza specimens through the end of the Contract term. F. When directed by the DSHS Viral Isolation Team Lead and Medical Virology Group Manager, Grantee shall appropriately submit the requested number of positive influenza specimens to the DSHS Laboratory in Austin, Texas or to another public health laboratory designated by DSHS within ten (10) business days of request. These specimens are not intended to be diagnostic and are submitted as part of a public health surveillance program. G. Grantee shall comply with the DSHS established influenza surveillance protocol located at https://www.dshs.state.tx.us/IDCU/disease/influenza/Texas-Influenza-Surveillance- Handbook.aspx. H. Grantee shall comply with the Texas Grant Management Guide (TxGMS) and Chapter 81 of the Texas Health and Safety Code. L Grantee shall ensure that at least one (1) healthcare provider, clinic, or hospital submits influenza surveillance specimens to the Grantee. Grantee shall notify DSHS when a submitter is not submitting specimens routinely. J. By November 30th of each SFY under this Contract, Grantee shall develop and submit a list of providers or facilities that routinely submit specimens to the Grantee. List shall be submitted by electronic mail to FLUTEXA Sgdshs.texas.gov. K. Grantee shall perform testing no later than 3 business days from receipt of the influenza specimen. DSHS Contract No.HHS001323100004 Page 1 of 4 Attachment A DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C L. In the format provided by DSHS, Grantee shall develop and submit written weekly reports on the RT-PCR influenza testing results from the previous week each Monday, or if a holiday, the next business day beginning September 6, 2023, and continuing through the end of the Contract term. Reports should be sent by electronic mail to FLUTEXA S2dshs.texas.gov.All reports should be titled with the Grantee Name,Contract Number, IDCU/FLU LAB and the week of the report. N. DSHS-approved budget may be revised by Grantee in accordance with the following requirements: 1. For any transfer between budget categories, Grantee shall provide notification of transfer between budget categories by submission of a revised Categorical Budget Form to the DSHS Contract Representative, highlighting the areas affected by the budget transfer and written justification for the transfer request. After DSHS review, the designated DSHS Representative will provide notification of acceptance or rejection to Grantee by email. 2. For transfer of funds between direct budget categories, other than the `Equipment' and `Indirect Cost' categories, for less than or equal to cumulative twenty-five(25)percent of the total value of the respective Contract budget period, Grantee shall submit timely written notification to DSHS Contract Representative using the Revised Budget Form and request DSHS approval. If approved, DSHS Contract Representative will provide notification of acceptance to Grantee by email, upon receipt of which, the revised budget will be incorporated into the Contract. 3. For transfer of funds between direct budget categories, other than the `Equipment' and `Indirect Cost' categories, that cumulatively exceeds twenty-five (25) percent of the total value of the respective Contract budget period,Grantee shall submit timely written notification to DSHS Contract Representative using the Revised Budget Form and request DSHS approval. If the revision is approved, the budget revision is not authorized and the funds cannot be utilized until an amendment is executed by the Parties. 4. Any transfer between budget categories that includes `Equipment' and/or `Indirect Costs' categories must be incorporated by amendment. Grantee shall submit timely written notification to DSHS Contract Representative using the Revised Budget Form and request DSHS approval. If the revision is approved, the budget revision is not authorized and the funds cannot be utilized until an amendment is executed by the Parties. O. Grantee shall maintain an inventory of equipment, supplies (defined as `Controlled Assets'), and real property. Grantee submit an annual cumulative report of the equipment and other property on DSHS Grantee's Property Inventory Report to the designated DSHS Contract Representative and FSOequipgdshs.texas.gov by email not later than October 15 of each year. Controlled Assets include firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of $500.00 or more, but less than $5,000.00: 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 DSHS Contract No.HHS001323100004 Page 2 of 4 Attachment A DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C equipment. Controlled Assets are considered Supplies. IL PERFORMANCE MEASURES DSHS will monitor the Grantee's performance of the requirements in this Statement of Work and compliance with the Contract's terms and conditions. IILINVOICE AND PAYMENT A. Grantee shall submit to DSHS a monthly detailed and accurate invoice describing the services performed in completion of the responsibilities outlined in this Statement of Work. Invoices and supporting documentation must be submitted to DSHS in accordance with Table 1, Invoice Submission Schedule. B. Grantee shall request payments monthly using the State of Texas Purchase Voucher(Form B-13). 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. Invoices received more than 45 days after each fiscal year are subject to denial of payment. Invoices and all supporting documentation must be submitted by mail, fax, or email. 1. If by mail, Grantee shall submit to: Department of State Health Services Claims Processing Unit P.O. Box 149347 Austin, TX 78714-9347 2. If by fax, Grantee shall submit to (512)458-7442. 3. If by email, Grantee shall submit to invoicesgdshs.texas._og_v and crosinvoices2dshs.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. Table 1: Invoice Submission Schedule Invoice Submission Schedule Period Covered Due Date September 1st through September 30th October 31st October 1St through October 31St November 30th November 1St through November 30th December 31St December 1St through December 31St January 31St January 1St through January 31St February 28th (or February 29rh in a leap year)_ February 1St through February 28th March 31St DSHS Contract No.HHS001323100004 Page 3 of 4 Attachment A DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C March 1st through March 31st Aril 30th A ril 1st through April 30th May 31st May 1st through May 31st June 30th June 1st through June 30th July 31st July 1 st through July 31 st August 31st August 1st through August 31st Se tember 30th Final Close-out Invoice Due Date August 1st through August 31st October 15th C. Grantee shall submit the Financial Status Report(FSR-269A)twice per fiscal year(located at: haps://www.dshs.texas.gov/sites/default/riles/hivstd/contractor/prev/269-FSR.xlsx) as outlined in Table 2, FSR Schedule. Grantee shall email the FSR-269A to the following email addresses: FSRgrants2dshs.texas.gov and crosinvoices2dshs.texas.gov. The final financial status report no later than 45 calendar days following the end of each fiscal year. Table 2: FSR Schedule Financial Status Report Submission Schedule Period Covered Due Date September 1st through February 28th March 31st March 1st through August 31st September 30th Final Financial Status Report March 1st through August 31st October 15th D. Grantee will be paid on a cost-reimbursement basis and in accordance with the budget for the corresponding year under this Contract. DSHS Contract No.HHS001323100004 Page 4 of 4 Attachment A DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C ATTACHMENT B CATEGORICAL BUDGET Budget Period: Budget Period: Categorical Budget Contract Effective September 1,2024 Total Contract Date To To Amount August 31,2024 August 31,2025 Personnel $0.00 $0.00 $0.00 Fringe Benefits $0.00 $0.00 $0.00 Travel $0.00 $0.00 $0.00 Equipment $0.00 $0.00 $0.00 Supplies $5,000.00 $5,000.00 $10,000.00 Contractual $0.00 $0.00 $0.00 Other $0.00 $0.00 $0.00 Total Direct Charges $5,000.00 $5,000.00 $10,000.00 Indirect Charges $0.00 1W $0.00 $0.00 Total $5,000.00 $5,000.00 $10,000.00 DSHS Contract No.HHS001323100004 Page 1 of 1 Attachment B DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C HEALTH AND HUMAN SERVICES Contract Number HHS001323100004 Attachment C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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(SANT) 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffalrsReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin, Texas 78708-5200 29. Antitrust The undersigned affirms under penalty of perjury of the laws of the State of Texas that: A. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; B. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any federal antitrust law; and C. neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Contractor. 30. Legal and Regulatory Actions Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the five (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to System Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. In addition, Contractor acknowledges this is a continuing disclosure requirement. Contractor represents and warrants that Contractor shall notify System Agency in writing within five (5)business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination. Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 6 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C TEv..A.S 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C TABLE OF CONTENTS ARTICLE L DEFINITIONS AND INTERPRETIVE PROVISIONS........................... 6 1.1 DEFINITIONS ......................................................................................................... 6 1.2 INTERPRETIVE PROVISIONS.................................................................................. 7 ARTICLE II. PAYMENT PROVISIONS......................................................................... 8 2.1 PROMPT PAYMENT................................................................................................ 8 2.2 TAXES.................................................................................................................... 8 2.3 ANCILLARY AND TRAVEL EXPENSES ................................................................... 9 2.4 BILLING................................................................................................................. 9 2.5 USE OF FUNDS....................................................................................................... 9 2.6 USE FOR MATCH PROHIBITED.............................................................................. 9 2.7 PROGRAM INCOME ............................................................................................... 9 2.8 NONSUPPLANTING................................................................................................. 9 2.9 INDIRECT COST RATES....................................................................................... 10 ARTICLE III. STATE AND FEDERAL FUNDING..................................................... 10 3.1 EXCESS OBLIGATIONS PROHIBITED................................................................... 10 3.2 NO DEBT AGAINST THE STATE........................................................................... 10 3.3 DEBTS AND DELINQUENCIES .............................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS ......................................................................... 10 ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS.................. 11 4.1 ALLOWABLE COSTS............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 12 ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS........................................................................................................... 12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 13 5.3 FEDERAL ASSURANCES....................................................................................... 13 5.4 FEDERAL CERTIFICATIONS ................................................................................ 13 5.5 STATE ASSURANCES............................................................................................ 13 HHS Uniform Terms and Conditions—Grant v 3.2 Effective July 2022 Page 3 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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 MA.IEURE ................................................................................................ 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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. "Pte" 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:6COD8879-9621-4BFA-B769-239A205F5A5C "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. "Signature Document" means the document executed by all Parties for this Grant Agreement. "Solicitation," "Funding Announcement'' or"Request for Applications (RFA)" means the document(including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or"Application" means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas TextraveT' means the Texas Comptroller of Public Accounts' state travel rules,policies, and guidelines. "Statement of Work"means the description of activities Grantee must perform to complete the Project, as specified in the Grant Agreement and as may be amended. "System Agency"means HHSC or DSHS,as applicable. "Work Product" means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software,programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed,produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or"TxGMS" means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof," "herein," "hereunder," and similar words refer to this Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i)references to contracts HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 7 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C (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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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 https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single_audit_repoy2hhsc.state.tx.us. B. Financial Statements. Due no later than nine months after the Grantee's fiscal year-end, Grantees not required to submit an audit, shall submit one electronic copy of their financial statements via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit repog2hhsc.state.tx.us. ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement;and all deliverables shall be fit for ordinary use,of good quality, and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement, the System Agency may require Grantee, at its sole expense, to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith, require Grantee to accept the return of such work; and, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 12 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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 Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display,perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3,including without limitation documentation indicating a third party's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 14 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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. R When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement, use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 16 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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 responsible to the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities; however, these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 20 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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; i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR R SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 21 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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 subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees,premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-party service providers shall serve as independent contractors in providing the services HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 24 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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: hllps://hhs.texas.gov/about-hhs/your-rights/civil-rights-office/civil//hhs.texas.gov/about-hhs/your-ri ghts/civi l-ri ghts-offi ce/civi l-ri ghts-posters. E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street, Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512)438-5885 Email: HHSCivilRightsOffice@hhsc.state.tx.us. 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C HHS DATA USE AGREEMENT This Data Use Agreement("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR"). ARTICLE 1. PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information. 45 CFR 164.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA,this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996,Public Law 104-191 (42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments, regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition, the following terms in this DUA are defined as follows: "Authorized Purpose" means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User"means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 1 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create, receive, maintain, use, disclose or have access to the Confidential Information; and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR, or that CONTRACTOR may,for an Authorized Purpose,create,receive,maintain, use, disclose or have access to, that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information (herein"PHP'); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health& Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative"of the Individual, as defined by Texas law,including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code §166.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 2 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C a manner that is not expressly an Authorized Purpose under this DUA or as Required by 45 CFR 164.502(b)(1); 45 CFR 164.514(d) (B) Except as Required by Law CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors (as defined in 45 C.ER 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management,to carry out CONTRACTOR's obligations in connection with the Authorized Purpose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code§181.101 All of CONTRACTOR's Authorized Users,Workforce and Subcontractors with access to a state computer system or database will complete a cybersecurity training program certified under Texas Government Code Section 2054.519 by the Texas Department of Information Resources or offered under Texas Government Code Sec. 2054.519. (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 CER. 164.308(a)(1)(h)(C); 164.530(e); 164.410(b); 164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(h)(A) (E) CONTRACTOR will not attempt to re-identify or further identify Confidential Information or De-identified Information, or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purpose, without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and(4); Texas Health &Safety Code Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 3 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and(2). (G) CONTRACTOR is directly responsible for compliance with, and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5); 42 CFR 431.300, et seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request. CONTRACTOR will provide PHI to an Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.524and 164.504(e)(2)(ii)(E). (I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164.504(e)(2)(ii)(E) and(F). (J) If PHI is subject to this Agreement, CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations. 45 CFR 164.504(e)(2)(ii)(G) and 164.528 (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA, it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC 202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 4 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if: 45 CFR 164.504(e)(4)(A). (1) Disclosure is Required by provided that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR 164.504(e)(4)(ii)(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroyed or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction. If such delivery or Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(ii)(J HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 5 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c) (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry(SPI) at Attachment 1. The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 164.306. (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality,integrity, and availability of the Confidential Information, and with respect to PHI, as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy Official 45 CFR 164.530(a)(1)and Information Security Official, each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502; 164.514(d). HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 6 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308; 164.316; 164.514(d); 164.530(i)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received,used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308;164.514(d). (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of,PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws.A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule, regulation or law,HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security.All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system, media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation, audit or the Discovery of an Event or Breach. Otherwise,requested production of such proof will be made as agreed upon by the parties.De-identification of HHS Confidential Information is a means of security. With respect to de-identification of PHI, "secure" means de-identified according to HIPAAPrivacy standards and regulatory guidance. 45 CFR 164.312;164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates,receives, maintains, uses, discloses, has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 7 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C • The Privacy Act of 1974; • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 — Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (NIST) Special Publication 800-66 Revision 1 —An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A —Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law,regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying Information it creates,receives,maintains,uses,transmits, destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE, REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 8 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C (A) CONTRACTOR will cooperate fully with HHS in investigating, mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues, until all effects of the Event are mitigated to HHS's reasonable satisfaction (the "incident response period"). 45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery,or in a timeframe otherwise approved by HHS in writing,initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice.No later than two business days after the Initial Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available:For(a) - (m) below: 45 CFR 164.400-414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; (c) A brief description of the Event or Breach; including how it occurred and who is responsible (or hypotheses, if not yet determined); HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 9 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C (d) A brief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; (f) Identification of and number of all Individuals reasonably believed to be affected,including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age,telephone number, and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm,including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); 0) The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identify, describe or estimate the Persons, Workforce, Subcontractor,or Individuals and any law enforcement that may be involved in the Event or Breach; (1) A reasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business days or as otherwise directed by HHS, including information about risk estimations,reporting,notification,if any, mitigation, corrective action,root cause analysis and when such activities are expected to be completed; and HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 10 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C (m) Any reasonably available,pertinent information,documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation,Response and Mitigation. 45 CFR 164.308,310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the final assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures, as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals, regulators or third-parties, as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all regulatory requirements regarding the time, manner and content of any notification to Individuals, regulators or third-parties, or any notice required by other state or federal authorities, including without limitation, notifications required by Texas Business and Commerce Code, Chapter 521.053(b) and HIPAA. HHS shall have ten (10)business days to provide said feedback to CONTRACTOR. Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number, if required by applicable law, rule, or regulation, for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 11 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made.If there are delays outside of CONTRACTOR's control,CONTRACTOR will provide written documentation of the reasons for the delay. (E) If HHS delegates notice requirements to CONTRACTOR HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of World" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto, is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation, receipt, maintenance, use, disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create, maintain, transmit, use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities, systems,books and records of CONTRACTOR to monitor compliance with this DUA.For purposes of this subsection,HHS's agent(s)include,without limitation,the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6.04 Term; Termination of DUA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shall be extended or amended concurrent with such extension or amendment. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 12 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately, and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation,the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible,HHS shall report the violation to the Secretary of the U.S. Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as required by this DUA. 6.05 Governing Law, Venue and Litigation (A) The validity, construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Texas, will be the exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this DUA. 6.06 Injunctive Relief HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 13 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply.Accordingly, CONTRACTOR agrees that HHS will,in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages, to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity, and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self-insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA.Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each parry will bear their own legal expenses and the other cost incurred in that action or proceeding. 6.09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the parry against whom such change, waiver, or discharge is sought to be HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 14 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. 6.10 Automatic Amendment and Interpretation If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information, or(ii) any change in the judicial or administrative interpretation of any such law,regulation or rule„ upon the effective date of such change, this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes. Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 15 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C TEXAS Texas HHS System - Data Use Agreement-Attachment 2 vv Health and Human SECURITY AND PRIVACY INQUIRY (SPI) Services If you are a bidder fora new procurement/contract,in orderto participate in the bidding process,you must have corrected any"No" responses (except Aga) prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected any"No"answers (except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HI PAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A: APPLICANT/BIDDER INFORMATION (To be completed by Applicant/Bidder) 1. Does the applicant/bidder access, create, disclose, receive, transmit, maintain, or store Texas Q Yes HHS Confidential Information in electronic systems (e.g., laptop, personal use computer, O No mobile device, database, server, etc.)? IF NO, STOP. THE SPI FORM IS NOT REQUIRED. 2. Entity or Applicant/Bidder Legal Name Legal Name: Corpus Christi-Nueces County Public Health Dis Legal Entity Tax Identification Number (TIN) (Last Four Numbers Only): 574 Procurement/Contract#: HHS000812700042 Address: 1702 Horne Rd City: Corpus Christi State:Texas ZIP: 78414 Telephone #: (361) 826-7200 Email Address: 3. Number of Employees, at all locations, in Total Employees: 70 Applicant/Bidder's Workforce "Workforce" means all employees,volunteers,trainees, and other Persons whose conduct is under the direct control of Applicant/Bidder,whether or not they are paid by Applicant/ Bidder.If Applicant/Bidder is a sole proprietor,the workforce may be only one employee. 4. Number of Subcontractors Total Subcontractors: 0 (if Applicant/Bidder will not use subcontractors,enter"0") 5. Name of Information Technology Security Official A. Security Official: and Name of Privacy Official for Applicant/Bidder Legal Name: Jesus Hernandez (Privacy and Security Official may be the same person.) Address: 1201 Leopard St City: Corpus Christi State: TX ZIP: 78401 Telephone #: (361) 826-3748 Email Address:jesush6@cctexas B. Privacy Official: Legal Name: Jesus Hernandez Address: 1201 Leopard St City: Corpus Christi State: TX ZIP: 78401 Telephone #: (361) 826-3748 Email Address: jesush6@cctexas SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 1 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C b. Type(s) of Texas HHS Confidential Information the HIPAA CJIS IRS FTI CMS SSA PII Applicant/Bidder will create, receive, maintain,use, 11 ❑ ❑ ❑ 11 disclose or have access to: (Check all that apply) Other (Please List) •Health Insurance Portability and Accountability Act(HIPAA)data •Criminal Justice Information Services(CJIS)data •Internal Revenue Service Federal Tax Information(IRS FTI)data •Centers for Medicare&Medicaid Services(CMS) •Social Security Administration(SSA) •Personally Identifiable Information(PII) 7. Number of Storage Devices for Texas HHS Confidential Information (as defined in the Total # Texas HHS System Data Use Agreement (DUA)) (Sum a-d) Cloud Services involve using a network of remote servers hosted on the Internet to store, 2 manage, and process data, rather than a local server or a personal computer. A Data Center is a centralized repository, either physical or virtual, for the storage, management,and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. a. Devices. Number of personal user computers, devices or drives, including mobile 0 devices and mobile drives. b. Servers. Number of Servers that are not in a data center or using Cloud Services. 0 c. Cloud Services. Number of Cloud Services in use. 0 d. Data Centers. Number of Data Centers in use. 2 8. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to Select Option handle Texas HHS Confidential Information during one year: (a-d) a. 499 individuals or less CD a. b. 500 to 999 individuals 0 b. c. 1,000 to 99,999 individuals 0 C. d. 100,000 individuals or more Q d. 9. HIPAA Business Associate Agreement a. Will Applicant/Bidder use, disclose, create, receive, transmit or maintain protected Yes health information on behalf of a HIPAA-covered Texas HHS agency for a HIPAA- 0 No covered function? b. Does Applicant/Bidder have a Privacy Notice prominently displayed on a Webpage or a Yes Public Office of Applicant/Bidder's business open to or that serves the public? (This is a 0 No HIPAA requirement. Answer "N/A" if not applicable, such as for agencies not covered 0 N/A by H I PAA.) Action Plan for Compliance with a Timeline: Compliance Date: 10. Subcontractors. If the Applicant/Bidder responded "0" to Question 4 (indicating no subcontractors), check "N/A" for both 'a.' and 'b.' a. Does Applicant/Bidder require subcontractors to execute the DUA Attachment 1 0 Yes Subcontractor Agreement Form? ) No a N/A Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 2 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C b. Will Applicant/Bidder agree to require subcontractors who will access Confidential 0 Yes Information to comply with the terms of the DUA, not disclose any Confidential (�) No Information to them until they have agreed in writing to the same safeguards and to d N/A discontinue their access to the Confidential Information if they fail to comply? Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder have any Optional Insurance currently in place? • Yes Optional Insurance provides coverage for: (1) Network Security and Privacy; (2) Data Breach; (3)Cyber Q No Liability(lost data, lost use or delay/suspension in business,denial of service with e-business,the Internet, networks and informational assets, such as privacy, intellectual property,virus transmission, extortion, } N/A sabotage orweb activities);(4) Electronic Media Liability;(5)Crime/Theft;(6)Advertising Injuryand Personal Injury Liability;and(7)Crisis Management and Notification Expense Coverage. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 3 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C SECTION B: PRIVACY RISK ANALYSIS AND ASSESSMENT (To be completed by Applicant/Bidder) For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. 1. Written Policies& Procedures. Does Applicant/Bidder have current written privacy and Yes or No security policies and procedures that, at a minimum: a. Does Applicant/Bidder have current written privacy and security policies and Yes procedures that identify Authorized Users and Authorized Purposes (as defined in the d No DUA) relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: b. Does Applicant/Bidder have current written privacy and security policies and (�)Yes procedures that require Applicant/Bidder and its Workforce to comply with the O No applicable provisions of HIPAA and other laws referenced in the DUA, relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information on behalf of a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: c. Does Applicant/Bidder have current written privacy and security policies and procedures QYes that limit use or disclosure of Texas HHS Confidential Information to the minimum that is O No necessary to fulfill the Authorized Purposes? Action Plan for Compliance with a Timeline: Compliance Date: d. Does Applicant/Bidder have current written privacy and security policies and procedures Yes that respond to an actual or suspected breach of Texas HHS Confidential Information, to include at a minimum (if any responses are "No" check "No" for all three): a No i. Immediate breach notification to the Texas HHS agency, regulatory authorities, and other required Individuals or Authorities, in accordance with Article 4 of the DUA; ii. Following a documented breach response plan, in accordance with the DUA and applicable law; & iii. Notifying Individuals and Reporting Authorities whose Texas HHS Confidential Information has been breached, as directed by the Texas HHS agency? SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 4 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C Action Plan for Compliance with a Timeline: Compliance Date: e. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that conduct annual workforce training and monitoring for and correction of any training delinquencies? NO Action Plan for Compliance with a Timeline: Compliance Date: f. Does Applicant/Bidder have current written privacy and security policies and () Yes procedures that permit or deny individual rights of access, and amendment or correction, when appropriate? NO Action Plan for Compliance with a Timeline: Compliance Date: g. Does Applicant/Bidder have current written privacy and security policies and procedures d Yes that permit only Authorized Users with up-to-date privacy and security training, and d No with a reasonable and demonstrable need to use, disclose, create, receive, maintain, access or transmit the Texas HHS Confidential Information, to carry out an obligation under the DUA for an Authorized Purpose, unless otherwise approved in writing by a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: h. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that establish, implement and maintain proof of appropriate sanctions against any 0 No Workforce or Subcontractors who fail to comply with an Authorized Purpose or who is not an Authorized User, and used or disclosed Texas HHS Confidential Information in violation of the DUA, the Base Contract or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: L Does Applicant/Bidder have current written privacy and security policies and ) Yes procedures that require updates to policies, procedures and plans following major 0 No changes with use or disclosure of Texas HHS Confidential Information within 60 days of identification of a need for update? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 5 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C j. Does Applicant/Bidder have current written privacy and security policies and a Yes procedures that restrict permissions or attempts to re-identify or further identify a No de-identified Texas HHS Confidential Information, or attempt to contact any Individuals whose records are contained in the Texas HHS Confidential Information, except for an Authorized Purpose, without express written authorization from a Texas HHS agency or as expressly permitted by the Base Contract? Action Plan for Compliance with a Timeline: Compliance Date: k. If Applicant/Bidder intends to use, disclose, create, maintain, store or transmit Texas HHS )Yes Confidential Information outside of the United States, will Applicant/Bidder obtain the O No express prior written permission from the Texas HHS agency and comply with the Texas HHS agency conditions for safeguarding offshore Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: I. Does Applicant/Bidder have current written privacy and security policies and procedures a Yes that require cooperation with Texas HHS agencies' or federal regulatory inspections, O No audits or investigations related to compliance with the DUA or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: m. Does Applicant/Bidder have current written privacy and security policies and Yes procedures that require appropriate standards and methods to destroy or dispose of No Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: n. Does Applicant/Bidder have current written privacy and security policies and procedures (�)Yes that prohibit disclosure of Applicant/Bidder's work product done on behalf of Texas HHS a No pursuant to the DUA, or to publish Texas HHS Confidential Information without express prior approval of the Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder have a current Workforce training program? Q Yes Training of Workforce must occur at least once every year, and within 30 days of date of hiring a new d No Workforce member who will handle Texas HHS Confidential Information.Training must include:(1)privacy and security policies, procedures, plans and applicable requirements for handling Texas HHS Confidential Information, (2)a requirement to complete training before access is given to Texas HHS Confidential Information,and(3)written proof of training and a procedure for monitoring timely completion of training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 6 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder have Privacy Safeguards to protect Texas HHS Confidential )Yes Information in oral, paper and/or electronic form? O No "Privacy Safeguards" means protection of Texas HHS Confidential Information by establishing, implementing and maintaining required Administrative,Physical and Technical policies,procedures,processes and controls, required by the DUA, HIPAA(45 CFR 164.530), Social Security Administration, Medicaid and laws, rules or regulations, as applicable.Administrative safeguards include administrative protections, policies and procedures for matters such as training, provision of access,termination, and review of safeguards, incident management, disaster recovery plans, and contract provisions.Technical safeguards include technical protections, policies and procedures,such as passwords,logging,emergencies,how paper is faxed or mailed, and electronic protections such as encryption of data. Physical safeguards include physical protections, policies and procedures,such as locks, keys, physical access, physical storage and trash. Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder and all subcontractors (if applicable) maintain a current list of )Yes Authorized Users who have access to Texas HHS Confidential Information, whether oral, O No written or electronic? Action Plan for Compliance with a Timeline: Compliance Date: 5. Does Applicant/Bidder and all subcontractors (if applicable) monitor for and remove )Yes terminated employees or those no longer authorized to handle Texas HHS O No Confidential Information from the list of Authorized Users? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 7 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C This section is about your electronic system. If your business DOES NOT store, access, or No Electronic transmit Texas HHS Confidential Information in electronic systems (e.g., laptop, personal Systems use computer, mobile device, database, server, etc.) select the box to the right, and "YES" will be entered for all questions in this section. For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HIPAA-related items is 30 calendar days, P11-related items is 90 calendar days. 1. Does the Applicant/Bidder ensure that services which access, create, disclose, receive, Yes transmit, maintain, or store Texas HHS Confidential Information are maintained IN the O No United States (no offshoring) unless ALL of the following requirements are met? a. The data is encrypted with FIPS 140-2 validated encryption b. The offshore provider does not have access to the encryption keys C. The Applicant/Bidder maintains the encryption key within the United States d. The Application/Bidder has obtained the express prior written permission of the Texas HHS agency For more information regarding FIP5140-2 encryption products,please refer to: http://csrc.nist.pov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder utilize an IT security-knowledgeable person or company to maintain )Yes or oversee the configurations of Applicant/Bidder's computing systems and devices? O No Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder monitor and manage access to Texas HHS Confidential Information )Yes (e.g., a formal process exists for granting access and validating the need for users to access O No Texas HHS Confidential Information, and access is limited to Authorized Users)? Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder a) have a system for changing default passwords, b) require user )Yes password changes at least every 90 calendar days, and c) prohibit the creation of weak O No passwords (e.g., require a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numerals, where possible) for all computer systems that access or store Texas HHS Confidential Information. If yes, upon request must provide evidence such as a screen shot or a system report. Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 8 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 5. Does each member of Applicant/Bidder's Workforce who will use, disclose, create, receive, Yes transmit or maintain Texas HHS Confidential Information have a unique user name O No (account) and private password? Action Plan for Compliance with a Timeline: Compliance Date: 6. Does Applicant/Bidder lock the password after a certain number of failed attempts and }Yes after 15 minutes of user inactivity in all computing devices that access or store Texas O No HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 7. Does Applicant/Bidder secure, manage and encrypt remote access (including wireless Yes access) to computer systems containing Texas HHS Confidential Information? (e.g., a formal O No process exists for granting access and validating the need for users to remotely access Texas HHS Confidential Information, and remote access is limited to Authorized Users). Encryption is required for all Texas HHS Confidential Information. Additionally,FIP5140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc. ist.gov/publicationsAips Action Plan for Compliance with a Timeline: Compliance Date: 8. Does Applicant/Bidder implement computer security configurations or settings for all )Yes computers and systems that access or store Texas HHS Confidential Information? O No (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit exploitation opportunities for hackers or intruders, etc.) Action Plan for Compliance with a Timeline: Compliance Date: 9. Does Applicant/Bidder secure physical access to computer, paper, or other systems )Yes containing Texas HHS Confidential Information from unauthorized personnel and theft O No (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.)? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 9 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 10. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential Yes Information that is transmitted over a public network (e.g., the Internet, WiFi, etc.)? O No If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all HHS Confidential Information.Additionally, FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data,Criminal Justice Information Services(CJIS)data,Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc.nist.pov/publications/{ips Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential )Yes Information stored on end user devices (e.g., laptops, USBs, tablets, smartphones, external O No hard drives, desktops, etc.)? If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all Texas HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc.nist.gov/publicationsAips Action Plan for Compliance with a Timeline: Compliance Date: 12.Does Applicant/Bidder require Workforce members to formally acknowledge rules outlining Yes their responsibilities for protecting Texas HHS Confidential Information and associated O No systems containing HHS Confidential Information before their access is provided? Action Plan for Compliance with a Timeline: Compliance Date: 13. Is Applicant/Bidder willing to perform or submit to a criminal background check on )Yes Authorized Users? O No Action Plan for Compliance with a Timeline: Compliance Date: 14. Does Applicant/Bidder prohibit the access, creation, disclosure, reception, transmission, )Yes maintenance, and storage of Texas HHS Confidential Information with a subcontractor O No (e.g., cloud services, social media, etc.) unless Texas HHS has approved the subcontractor agreement which must include compliance and liability clauses with the same requirements as the Applicant/Bidder? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 10 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 15. Does Applicant/Bidder keep current on security updates/patches (including firmware, Yes software and applications) for computing systems that use, disclose, access, create, O No transmit, maintain or store Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 16. Do Applicant/Bidder's computing systems that use, disclose, access, create, transmit, )Yes maintain or store Texas HHS Confidential Information contain up-to-date anti- O No malware and antivirus protection? Action Plan for Compliance with a Timeline: Compliance Date: 17. Does the Applicant/Bidder review system security logs on computing systems that access )Yes or store Texas HHS Confidential Information for abnormal activity or security concerns on O No a regular basis? Action Plan for Compliance with a Timeline: Compliance Date: 18. Notwithstanding records retention requirements, does Applicant/Bidder's disposal Yes processes for Texas HHS Confidential Information ensure that Texas HHS Confidential O No Information is destroyed so that it is unreadable or undecipherable? Action Plan for Compliance with a Timeline: Compliance Date: 19. Does the Applicant/Bidder ensure that all public facing websites and mobile )Yes applications containing Texas HHS Confidential Information meet security testing a No standards set forth within the Texas Government Code (TGC), Section 2054.516; including requirements for implementing vulnerability and penetration testing and addressing identified vulnerabilities? For more information regarding TGC,Section 2054.516 DATA SECURITYPLAN FOR ONLINEAND MOBILE APPLICATIONS,please refer to: https:lllegiscan.com/TX/textlHB812017 Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 11 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C SECTION D: SIGNATURE AND SUBMISSION (to be completed by Applicant/Bidder) Please sign the form digitally, if possible. If you can't, provide a handwritten signature. 1. 1 certify that all of the information provided in this form is truthful and correct to the best of my knowledge. If I learn that any such information was not correct, I agree to notify Texas HHS of this immediately. 2. Signature 3. Title 4. Date: To submit the completed,signed form: • Email the form as an attachmentto the appropriate Texas HHS Contract Manager(s). SectionTo Be Completed by Agency(s): Requesting Department(s): HHSC:� DFPS: DSHS:11 Legal Entity Tax Identification Number(TIN) (Last four Only): PO/Contract(s) #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Caeli Paradise caeli.paradise(dshs.texas.gov 512-776-3767 Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 12 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C TEXAS Health and Human Services Health and Human Services (HHS) Additional Provisions — Grant Funding Version 1.0 Effective: February 2021 DSHS Contract No. HHS0001323100004 Page 1 of 7 Attachment F DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C TABLE OF CONTENTS 1. DISASTER SERVICES .........................................................................................................3 2. NOTICE OF A LICENSE ACTION.....................................................................................3 3. CONSENT TO MEDICAL,DENTAL,PSYCHOLOGICAL,AND SURGICAL TREATMENT OF A CHILD................................................................................................3 4. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY......................................................................................................................3 5. THIRD PARTY PAYORS.....................................................................................................4 6. HIV/AIDS MODEL WORKPLACE GUIDELINES ..........................................................4 7. MEDICAL RECORDS RETENTION.................................................................................. 5 8. INTERIM EXTENSION AMENDMENT............................................................................ 5 9. PROJECT COMMENCEMENT.......................................................................................... 5 10. DUPLICATION OF FUNDING............................................................................................ 5 11. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS...................... 5 12. NOTICE OF GRANT AGREEMENT ACTION ................................................................ 6 13. NOTICE OF BANKRUPTCY............................................................................................... 6 14. NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL................... 6 15. NOTICE OF INSOLVENCY,INCAPACITY, OR OUTSTANDING UNPAID OBLIGATIONS...................................................................................................................... 6 16. CONTRACTOR'S CERTIFICATION OF MEETING OR EXCEEDING TABACCO- FREE WORKPLACE POLICY MINIMUM STANDARDS........................................................6 DSHS Contract No.HHS001323100004 Page 2 of 7 Attachment F DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C ADDITIONAL PROVISIONS The terms and conditions of these Additional Provisions are incorporated into and made a part of the Grant Agreement. Capitalized items used in these Additional Provisions and not otherwise defined have the meanings assigned to them in HHSC Uniform Terms and Conditions, Attachment D. 1. DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster declared by the appropriate federal official, Grantee may be called upon to assist the System Agency in providing the following services: i. Community evacuation; ii. Health and medical assistance; iii. Assessment of health and medical needs; iv. Health surveillance; v. Medical care personnel; vi. Health and medical equipment and supplies; vii. Patient evacuation; viii. In-hospital care and hospital facility status; ix. Food, drug and medical device safety; x. Worker health and safety; xi. Mental health and substance abuse; xii. Public health information; xiii. Vector control and veterinary services; and xiv. Victim identification and mortuary services. 2. NOTICE OF A LICENSE ACTION Grantee shall notify the assigned System Agency contract manager in writing of any action impacting Grantee's license to provide services under this Grant Agreement 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. Date of the license action; and iv. License or case reference number. 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. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY A. Grantee shall take reasonable steps to provide services and information both orally and in DSHS Contract No.HHS001323100004 Page 3 of 7 Attachment F DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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. 5. THIRD PARTY PAYORS A. Except as provided in this Grant Agreement, Grantee shall screen all clients and may not bill the System Agency for services eligible for reimbursement from third party payors, who are any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private funding sources. B. As applicable, the Grantee shall: i. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Grant Agreement that may be covered by those programs and bill those programs for the covered services; ii. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; iii. Allow clients that are otherwise eligible for System Agency services, but cannot pay a deductible required by a third parry payor, to receive services and bill the System Agency for the deductible; iv. Not bill the System Agency for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; v. Maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; vi. Bill all third parry payors for services provided under this Grant Agreement before submitting any request for reimbursement to System Agency; and vii. Provide third party billing functions at no cost to the client. 6. HIV/AIDS MODEL WORKPLACE GUIDELINES A. Grantee shall implement DSHS's HIV-STD Policy No. 090.021, HIV/AIDS Model Workplace Guidelines for Businesses, State Agencies, and State Contractors, accessible at http://www.dshs.state.tx.us/hivstd/policy/Tolicies.shtm. B. Grantee shall also educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Texas Health & Safety Code §§ 85.112-114. DSHS Contract No.HHS001323100004 Page 4 of 7 Attachment F DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 7. MEDICAL RECORDS RETENTION Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes, rules and regulations governing medical information. 8. INTERIM EXTENSION AMENDMENT A. Prior to or on the expiration date of this Grant Agreement,the Parties agree that this Grant Agreement can be extended as provided under this section. B. The System Agency shall provide written notice of interim extension amendment to the Grantee under one of the following circumstances: i. Continue provision of services in response to a disaster declared by the governor; or ii. To ensure that services are provided to clients without interruption. C. The System Agency will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. D. Grantee will provide and invoice for services in the same manner that is stated in the Grant Agreement. E. An interim extension under subsection (B)(i) of this section shall extend the term of the Grant Agreement not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. F. An interim extension under subsection(B)(i)of this section shall be a one-time extension for a period of time determined by the System Agency. 9. PROJECT COMMENCEMENT The Grantee shall begin the grant-funded project on September 1, 2023, unless otherwise approved by System Agency. If project commencement is delayed, the Grantee must submit in writing to the assigned contract manager,the steps taken to initiate the project,the reasons for the delay, and the expected start date. System Agency may require Grantee to take immediate remedial or corrective action in response to any delay. 10. DUPLICATION OF FUNDING If Grantee receives any funding that is duplicative of funding received under this Grant Agreement 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 and returned to System Agency. 11. 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 Grant Agreement has been placed on community supervision,received deferred adjudication, or been indicted for or convicted DSHS Contract No.HHS001323100004 Page 5 of 7 Attachment F DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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. 12. NOTICE OF GRANT AGREEMENT 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; iv. Date of suspension or termination; and v. Grant agreement or case reference number. 13. 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. 14. 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. 15. NOTICE OF INSOLVENCY,INCAPACITY,OR OUTSTANDING UNPAID OBLIGATIONS Grantee shall notify in writing its assigned System Agency contract manager of any insolvency, incapacity, or outstanding unpaid obligations of Grantee owed to the Internal Revenue Service or the State of Texas, or any agency or political subdivision of the State of Texas within five business days of the date of Grantee's becoming aware of such. 16. GRANTEE'S CERTIFICATION OF MEETING OR EXCEEDING TABACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: A. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars,pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; B. Designating the property to which this Policy applies as a "designated area," which must at least comprise all buildings and structures where activities funded under this Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; C. Applying to all employees and visitors in this designated area; and DSHS Contract No.HHS001323100004 Page 6 of 7 Attachment F DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C D. Providing for or referring its employees to tobacco use cessation services. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DSHS Contract No.HHS001323100004 Page 7 of 7 Attachment F DocuSign Certificate Of Completion Envelope Id:6COD887996214BFAB769239A205F5A5C Status: Sent Subject: Please DocuSign: HHS001323100004,Corpus Christi-Nueces County PHD(City), New FLU LAB Contract Source Envelope: Document Pages:85 Signatures: 0 Envelope Originator: Certificate Pages:5 Initials: 0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IF Address: 167.137.1.7 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 4/19/2023 1:31:58 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Caeli Paradise Completed Sent:4/19/2023 2:59:54 PM caeli.paradise@dshs.texas.gov Viewed:4/19/2023 3:00:25 PM Contract Manager Signed:4/19/2023 3:00:43 PM Security Level: Email,Account Authentication Using IP Address: 167.137.1.7 (None) Electronic Record and Signature Disclosure: Accepted:4/19/2023 3:00:25 PM ID:dd5b5b11-5864-4e5f-b437-1bc34c1121c1 Fauzia Khan Sent:4/19/2023 3:00:46 PM FauziaK@cctexas.com Viewed:4/19/2023 3:01:10 PM Public Health Director Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/19/2023 3:01:10 PM ID:Ob8c71d5-7dc9-49dd-b527-d7dfa1d624b8 Susana Garcia Susana.Garcia@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/19/2023 2:59:42 PM ID:327fbe70-09df-4dac-bbe5-a5342917a290 Patty Melchior Patty.MeIchior@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 ImeIdaM.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 Denzel Otokunrin � Sent:4/19/2023 3:00:46 PM denzel@cctexas.com ED Viewed:4/19/2023 3:02:25 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign dante Gonzalez Sent:4/19/2023 3:00:46 PM danteg@cctexas.com ED Assistant Director of Public Health 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 4/19/2023 2:59:54 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:Caeli Paradise, Fauzia Khan, 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 for the Laboratory Response Network Influenza Surveillance and Epidemiology Grant with Texas Department of State Health to provide Flu testing Program in the community for the period September 1 , 2023, through August 31 , 2025. ("Fiscal Year 2024" or "FY2024"). City Council May 16, 2023 Background and Staff Recommendation • FLU Grant Program o To provide funding for the Health District to identify and recruit submitters of clinical specimens through discussions and mutual agreement with local health and medical providers and facilities in the Health Department's service area of Corpus Christi and Nueces County o September 1, 2023, through August 31, 2025 Background and Staff Recommendation o Total contract value by $10,000.00 o Fiscal impact- Amendment No. 2 increases the total contract value by $10,000.00 for FY2024. Extends the end of the contract term to August 31, 2025, and revises attachments to the contract. o Staff Recommendation: Approval of the two-reading ordinance. City Council May 16, 2023 so �o o� A H AGENDA MEMORANDUM µoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Fauzia Khan, Director of Public Health FauziaK(o-)-cctexas.com 361-826-7202 Amendment of the Tuberculosis Prevention and Control State Grant to add $79,892.00 for FY24 for tuberculosis prevention and control activities and appropriation of the funds for the contract period September 1, 2023, through August 31, 2024 CAPTION: Ordinance appropriating $66,577.00 from the Texas Department of State Health Services (DSHS) and a cash match of $13,315.00 in the Health Grant Fund for an increase in the Tuberculosis Prevention and Control Grant to provide tuberculosis prevention and control services for the period September 1, 2023, through August 31, 2024. SUMMARY: The grant provides for personnel costs and other expenses to offer services and associated activities to prevent and control tuberculosis within the Corpus Christi-Nueces County Public Health District (CCNCPHD) jurisdiction. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) awarded a grant contract and amendment in the amount of$79,892 to provide for personnel costs and other expenses to offer services and associated activities to prevent and control tuberculosis in the City of Corpus Christi and throughout Nueces County. This grant has been in existence for 10 years. Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% ($13,315.00) of the grant amount of$66,577.00. The annual salary of the TB Public Health Nurse who is paid by the City of Corpus Christi General Fund will be used to satisfy the 20% grant match requirement. ALTERNATIVES: Refuse the grant and discontinue offering the following State-supported services to prevent and control tuberculosis: laboratory tests; interferon gamma release assays; cold-box shipping through Federal Express;Accurint database searches; medications and supplies for the treatment of TB; therapeutic drug monitoring; TB/HIV/STD Integrated System; purified protein derivative and syringes; and nursing, epidemiology, surveillance, and program evaluation support. FISCAL IMPACT: Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% (13,315.00) of the grant amount of$66,577.00, for a total of$79,892.00. DSHS mandates a 20% cash match to ensure the designated jurisdiction is fully invested in the grant activities designed to prevent and control tuberculosis. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organ ization/Activity: 830424S Mission Element: 102 Provide & Manage Medical Clinics Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001182200013 AMENDMENT NO. 1 Ordinance Ordinance appropriating $66,577.00 and cash match of $13,315.00 in the Health Grant Fund for an increase in the Tuberculosis Prevention and Control Grant from the Department of State Health Services (DSHS) to provide tuberculosis prevention and control services for the period September 1, 2023, through August 31, 2024. Whereas, the City Manager or designee (Director of the CCNCPHD) is authorized to execute amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and Whereas, the Texas Department of State Health Services has awarded an additional $66,577.00 with a cash match of $13,315.00 for Contract No. HHS001182200013 to provide tuberculosis prevention and control services. Be it Ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. Funds in the amount of $66,577.00 and Cash Match of $13,315.00 is appropriated in the No. 1066 Health Grants Fund to provide tuberculosis prevention and control services. SECTION 2. A copy of the executed health grant contract and amendments 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 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:46CB154C-BCF7-4979-B872-8BD7B366BCDB DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS001182200013 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 September 1, 2022, and denominated as DSHS Contract No. HHS001182200013 (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 revise the budget to add funds for Fiscal Year 2024 (FY2024); and WHEREAS, the Parties want to revise the Statement of Work. Now,THEREFORE, the Parties hereby amend and modify the Contract as follows: 1. The Contract is renewed for the period beginning September 1, 2023, through August 31, 2024 (the "First Renewal Option" or"FY2024"), unless terminated sooner. 2. ARTICLE V, CONTRACT AMOUNT AND PAYMENT FOR SERVICES, of the Contract is amended to add $79,892.00 to pay for Grantee's services during FY2024. This includes DSHS' share of $66,577.00 and Grantee's required match amount of $13,315.00. The total not-to-exceed amount of this Contract is increased to $159,745.00. All expenditures for the First Renewal Option shall be in accordance with ATTACHMENT B-1, FY 2024 BUDGET. 3. ATTACHMENT A, STATEMENT OF WORK, is deleted in its entirety and replaced with ATTACHMENT A-1, FY2024 STATEMENT OF WORK, which is attached to this Amendment and incorporated into the Contract as if fully set forth therein. 4. ATTACHMENT B, BUDGET, is supplemented with the addition of ATTACHMENT B-1, FY2024 BUDGET,which is attached to this Amendment and incorporated into the Contract as if fully set forth therein. 5. This Amendment No. 1 shall be effective as of September 1, 2023. 6. Except as amended and modified by this Amendment No. 1, all terms and conditions of the Contract shall remain in full force and effect. 7. Any further revisions to the Contract shall be by written agreement of the Parties. SIGNATURE PAGE FOLLOWS P.O. Box 149347•Austin,Texas 78714-9347• Phone:888-963-7111 • TTY:800-735-2989 • dshs.texas.gov DocuSign Envelope ID:46CB154C-BCF7-4979-B872-8BD7B366BCDB SIGNATURE PAGE FOR AMENDMENT No. 1 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS001182200013 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) DocuSigned by: DocuSigned by: �w1t�,�,a �aV'Gia �awLjia ��,aan, B�7•1• 87AFD32AD9D24Ag_.. By: 434G€6421... Name: Imelda Garcia Name: Fauzia Khan Title: Associate Commissioner Title: Public Health Director March 17,2023 March 17,2023 Date of Signature: Date of Signature: THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AMENDMENT AND INCORPORATED AS PART OF THE CONTRACT: ATTACHMENT A-1 FY2024 STATEMENT OF WORK ATTACHMENT B-1 FY2024 BUDGET DSHS Contract No.HHS001182200013 Page 2 of 6 DocuSign Envelope ID:46CB154C-BCF7-4979-B872-8BD7B366BCDB ATTACHMENT A-I FY2024 STATEMENT OF WORK (September 1,2023—August 31,2024) L Grantee Responsibilities Grantee will: A. Establish parameters in which local health departments ("LHDs") receiving state funds will deliver services to maintain an effective infrastructure that promotes consistent public health practices for the health and well-being of Texans. B. Comply with all applicable federal and state statutes and regulations, policies, and guidelines as revised. C. Comply with the most current version of the DSHS Tuberculosis Work Plan that is currently available online and can be accessed at: hLtps://www.dshs.texas.gov/disease/tb/Trograms.shtm#workplan. D. Provide matching funds of no less than 20% of the total budget reflected in the Contract. E. Provide match at the required percentage or DSHS may withhold payments, use administrative offsets, or request a refund from Grantee until such time as the required match ratio is met.No federal or other grant funds can be used as part of meeting the match requirement. F. Ensure no DSHS funds or matching funds are used for: 1. Entertainment, or 2. Sectarian worship, instruction, or proselytization. Food and incentives are allowed using DSHS funds but are not allowed for matching funds. G. Not lapse more than 1% of the total funded amount of the Contract. During the term of this Contract, DSHS reserves the right to decrease funding amounts as a result of the Grantee's budgetary shortfalls and/or due to the Grantee lapsing more than 1% of total funds. H. Maintain and adjust the spending plan throughout the Contract term to avoid lapsing funds. L Maintain staffing levels to meet required activities of the Contract and to ensure all funds in the personnel category are expended. J. Agree to read the Texas Grant Management Standards (TxGMS), which is currently available online and can be accessed at: https://comptroller.texas.gov/purchasing/grant- mana_eg ment/, and work with DSHS staff regarding the management of funds received DSHS Contract No.HHS001182200013 Page 3 of 6 DocuSign Envelope ID:46CB154C-BCF7-4979-B872-8BD7B366BCDB under this Contract. K. Enter all collected TB information into the DSHS-designated state TB information system, including all data fields on the Report of Verified Case of Tuberculosis (TB340), any laboratory results received locally, and any additional clinical information, according to documented timelines and specifications. Data entered into DSHS data systems will be considered submitted to DSHS. L. Maintain an inventory of Equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on DSHS Contractor's Property Inventory Report (GC-11) located at https://www.dshs.texas.gov/hiv-std-program/dshs-tb-hiv-std-section-thisis/contract- management-section-prevention by e-mail to FSOequi]a,dshs.texas.gov and CMSInvoicesgdshs.texas.gov not later than October 15 of each year. II. Performance Measures DSHS will monitor the Grantee's performance of the requirements set forth within the Statement of Work (Attachment A-1) and compliance with the Contract's terms and conditions. If Grantee fails to meet any of the performance measures, Grantee will respond to any finding in a written narrative explaining the barriers and the plan to address those barriers. This requirement does not excuse any violation of this Contract, nor does it limit DSHS as to any options available under the Contract regarding breach. III.Invoice and Payment A. Grantee will request payments monthly using the State of Texas Purchase Voucher (Form B-13) at http://www.dshs.texas.gov//grants/forms/b13form.doc. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Invoices must be submitted monthly to prevent delays in subsequent months. Grantees that do not incur expenses for a month are required to submit timely "zero dollar" invoices. Invoices and all supporting documentation must be emailed to invoices2dshs.texas.gov and crosinvoices2dshs.texas.gov simultaneously. 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: Invoices2dshs.texas.gov and CMSinvoices2dshs.texas.gov DSHS Contract No.HHS001182200013 Page 4 of 6 DocuSign Envelope ID:46CB154C-BCF7-4979-B872-8BD7B366BCDB B. Grantee will be paid on a cost reimbursement basis and in accordance with Attachment B- 1 of this Contract. C. Grantee must submit final Financial Status Report ("FSR"), Final Quarter-Match Reimbursement/Certification Form ("Form B-13A") and final reimbursement or payment request no later than forty-five (45) calendar days following the end of the Contract term. The Grantee will submit the Financial Status Report(FSR-269A)at two reporting intervals during the Contract term. The FSRs will be submitted biannually as outlined below and in alignment with the Contract term. IV.Pro2rammatic Reporting Requirements Report Name Frequency Period Begin Period End Due Date Annual Progress Report Annually Sept. 1, 2023 August 31, 2024 April 1, 2024 Financial Status Report Biannually Sept. 1 2023 February 29, March 31 2024 ("FSR") 2024 ' FSR Biannually March 1, 2024 August 31, 2024 October 15, 2024 Final Quarter-Match Reimbursement/ Annually June 1, 2024 August 31, 2024 October 15, 2024 Certification Form "Form B-13A" Submission Instructions: Annual Report: Submit program reports to the TB Reporting Mailbox: TBContractReportin s,dshs.texas.gov Financial Status Reports: Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, Texas 78714-9347 Fax: (512) 458-7442 Email: invoicesgdshs.texas._og_v and CMSinvoices(2dshs.texas._og_v (Remainder of Page Intentionally Left Blank) DSHS Contract No.HHS001182200013 Page 5 of 6 DocuSign Envelope ID:46CB154C-BCF7-4979-B872-8BD7B366BCDB ATTACHMENT B-1 FY2024 BUDGET (September 1, 2023—August 31, 2024) Budget Categories DSHS Funds Cash Match Category Total Personnel $43,620.00 $13,315.00 $56,935.00 Fringe Benefits $19,618.00 $0.00 $19,618.00 Travel $3,339.00 $0.00 $3,339.00 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 $66,577.00 $13,315.00 $79,892.00 Indirect Costs $0.00 $0.00 $0.00 Totals $66,577.00 $13,315.00 $79,892.00 (Remainder of the page intentionally left blank) DSHS Contract No.HHS001182200013 Page 6 of 6 DocuSign Certificate Of Completion Envelope Id:46CB154CBCF74979B8728BD7B366BCDB Status: Completed Subject: Please DocuSign: HHS001182200013;Corpus Christi;Al;TB STATE Signature Packet Source Envelope: Document Pages:6 Signatures:2 Envelope Originator: Certificate Pages:5 Initials: 0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 167.137.1.18 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/17/2023 9:11:06 AM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Fauzia Khan " igneaby: Sent:3/17/2023 9:14:00 AM FauziaK@cctexas.com If434 alv�A " Viewed: 3/17/2023 9:41:28 AM Public Health Director cFeFaazFDazs Signed:3/17/2023 9:41:37 AM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 155.190.8.6 Electronic Record and Signature Disclosure: Accepted:3/17/2023 9:41:28 AM ID:55d8a178-78e2-4f8b-8eb0-fOdad57cb6ff Susana Garcia Completed Sent:3/17/2023 9:41:38 AM Susana.Garcia@dshs.texas.gov Viewed: 3/17/2023 10:35:05 AM CTCM, Unit Director Signed:3/17/2023 10:36:42 AM DSHS Using IP Address: 167.137.1.9 Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:3/17/2023 10:35:05 AM ID:f831c23f-7b44-4358-b482-80829d1eb2b3 PATTY MELCHIOR Completed Sent:3/17/2023 10:36:44 AM Patty.MeIchior@dshs.texas.gov Viewed: 3/17/2023 11:47:17 AM Director, DSHS CMS Signed:3/17/2023 11:47:29 AM Security Level: Email,Account Authentication Using IP Address: 167.137.1.16 (None) Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 ocuigned by: Imelda Garciad Sent:3/17/2023 11:47:31 AM C1V'8'7AFDS32AD9D24A9 � ao-6a ImeldaM.Garcia@dshs.texas.govViewed: 3/17/2023 12:29:44 PM Associate Commissioner Signed:3/17/2023 12:29:53 PM Texas Health and Human Services Commission Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 70.112.91.18 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 Heather Calderon Sent:3/17/2023 9:13:59 AM heatherc@cctexas.com ED Viewed: 3/17/2023 12:31:28 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Damiana Pena Sent:3/17/2023 9:13:58 AM DamianaP@cctexas.com ED Viewed: 3/17/2023 9:15:30 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lacy Alexander Sent:3/17/2023 9:18:59 AM lacy.alexander@dshs.texas.gov ED Viewed: 3/17/2023 9:19:47 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox �� Sent:3/17/2023 12:29:54 PM CMS.InternalRouting@dshs.texas.gov Resent:3/17/2023 12:29:58 PM 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 3/17/2023 9:13:59 AM Envelope Updated Security Checked 3/17/2023 9:18:58 AM Certified Delivered Security Checked 3/17/2023 12:29:44 PM Signing Complete Security Checked 3/17/2023 12:29:53 PM Completed Security Checked 3/17/2023 12:29:54 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: Fauzia Khan, Susana Garcia, PATTY MELCHIOR, Imelda Garcia ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DSHS 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Two Reading Ordinance Ordinance appropriating $66,577.00 in the Health Grant Fund for an increase in the Tuberculosis Prevention and Control Grant from the Texas Department of State Health Services (DSHS) to provide tuberculosis prevention and control services for the period September 1, 2023, through August 31, 2024. City Council May 16, 2023 Background and Staff Recommendation • Tuberculosis Prevention and Control-State (TB/PC-STATE) Grant o To be used to provide for personnel costs, supplies, and other expenses to offer services to prevent and control tuberculosis within the jurisdiction of the Corpus Christi-Nueces County Public Health District. o September 1 , 2023, through August 31 , 2024. • Total item balance for FY23 is 66,577 o Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% ($13,315) of the grant amount of $66,577. • Staff Recommendation: Approval of the two reading ordinance. so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health Fauziak(o-)-cctexas.com 361-826-7202 Acceptance of the Hazards—Public Health Emergency Preparedness (PHEP) Grant in the amount of$240,003.00, and appropriation of the funds for the contract period July 1, 2023, through June 30, 2024 CAPTION: Ordinance authorizing acceptance of Public Health Emergency Preparedness (PHEP) Grant for $240,003.00 with a cash match of $24,000.00 from the Texas Department of State Health Services (DSHS); appropriating $240,003.00 to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention for the period of July 1, 2023, through June 30, 2024. SUMMARY: To pay for personnel costs, supplies, and other expenses while providing a Hazards Public Health Emergency Preparedness Program to maintain and support an action plan which will aid in the response to an act of bioterrorism and biological threats in the community. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant contract in the amount of$240,003.00 to maintain the Hazards PHEP activities within the Corpus Christi-Nueces County Public Health District beginning July 1, 2023, through June 30, 2024, for the purchase of supplies, equipment, travel expenses, and personnel salary with fringe benefits to support the preparedness and response activities enabling expedient and appropriate response to events of public health consequences. ALTERNATIVES: Discontinue Public Health Emergency Preparedness activities and thereby cause a delay in or prevent expedient and appropriate response to public health threats. FISCAL IMPACT: This Ordinance, Contract No. HHS001188100001 has a total contract value of $264,003.00 (reflecting $240,003.00 in federal funding and $24,000.00 in match funding) for FY2024. This Grant Agreement is effective on July 1, 2023, and terminates on June 30, 2024, unless renewed, extended, or terminated according to the terms and conditions of the Grant Agreement. No fiscal impact to general fund. The grant award of $240,003.00 requires a 10% ($24,000.00) cash match. FUNDING DETAIL: Fund: 1066 Health Grants paid by the Department of State Health Services Organization/Activity: 831527F Department#: 15 Project # (CIP Only): Account: Amount: 240,003 Fund: 1020 General Fund Organization/Activity: 12602 Department#: 44 Project # (CIP Only): Account: 510100 Amount: 24,000 RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001188100001 Ordinance Ordinance authorizing acceptance of Public Health Emergency Preparedness (PHEP) Grant for $240,003.00 with a cash match of $24,000.00 from the Texas Department of State Health Services (DSHS); appropriating $264,003.00 to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention for the period of July 1, 2023, through June 30, 2024. Be it Ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to enter into Contract No. HHS001311200033 (the "Contract") under the Public Health Emergency Preparedness grant with the Department of State Health Services ("DSHS") for a grant in the amount of$240,003.00, with a cash match of $24,000, for the period July 1 , 2023, through June 30, 2024, to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention. SECTION 2. Funds in the amount of $264,003.00 are appropriated from the grant to the Health Grants Fund No. 1066 to be used to perform activities in support of the Public Health Emergency Preparedness ("PNEP") Cooperative Agreement between the Centers for Disease Control and Prevention ("CDC') and the Department of State Health Services to advance public health preparedness. SECTION 3. 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 4. A copy of the executed health grant contract and amendments 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 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor or 2 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT, CONTRACT No.HHS001311200033 UNDER THE CENTER FOR HEALTH EMERGENCY PREPAREDNESS AND RESPONSE GRANT PROGRAM The parties to this agreement ("Grant Agreement" or"Contract") are Department of State Health Services ("System Agency"), a pass-through entity, and Corpus Christi-Nueces County Public Health District (City) ("Grantee"), having its principal office at 1201 Leopard Street, Corpus Christi Texas 78401 (each a"Party" and collectively the "Parties"). 1. PURPOSE The purpose of this Grant Agreement is to perform activities in support of the Public Health Emergency Preparedness ("PHEP") Cooperative Agreement between the Centers for Disease Control and Prevention ("CDC") and the Department of State Health Services to advance public health preparedness. II. LEGAL AUTHORITY This Grant Agreement is entered into pursuant to the authority granted by and in compliance with the Interlocal Cooperation Act,Texas Government Code Chapter 791 and Texas Health and Safety Code Title 12 Chapter 1001 and Title 2 Chapter 12. 111. DURATION This Grant Agreement is effective on July 1, 2023 and expires on June 30, 2024, unless sooner terminated or renewed or extended. System Agency, at its sole discretion, may extend this Grant Agreement for up to four(4) years for a maximum term of five (5) years. Notwithstanding the limitation in the preceding paragraph and with at least 30 calendar days' advance written notice to Grantee, at the end of the initial term or any renewal period, System Agency at its sole discretion, may extend this Grant Agreement as necessary to ensure the continuity of service, for purposes of transition, or as otherwise determined by System Agency to serve the best interest of the State for up to six (6) months, in one-month intervals, at the then- current contract rate or rates (if applicable) as modified during the term of the Grant Agreement. IV. STATEMENT OF WORK The Scope of Grant Project to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as ATTACHMENT A, FY2024 STATEMENT OF WORK. System Agency Grant Agreement,Contract#HHS001311200033 Page 1 of 6 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E V. BUDGET The total amount of this Grant Agreement will not exceed TOTAL. CONTRACT AMOUNT $264,003.00. This includes the System Agency share of$240,003.00 and Grantee's required match amount of $24,000.00. The total not-to-exceed amount includes the following: Total Federal Funds: $240,003.000 All expenditures under the Grant Agreement will be in accordance with ATTACHMENT B,FY2024 BUDGET. VI. NOTICE TO PROCEED Funding for this Contract is dependent on the award of the applicable federal grant. No activities may commence, and no expenses incurred prior to the issuance of a written Notice to Proceed by System Agency. The Notice to Proceed may include an amended or ratified budget which will be incorporated into this Contract by a subsequent amendment, as necessary. Notwithstanding the preceding, at the discretion of System Agency, Grantee may be eligible to receive reimbursement for eligible expenses incurred during the period of performance as defined by 2 CFR §200.309. VII. REPORTING REQUIREMENTS Grantee shall submit the reports outlined in ATTACHMENT C, FY2024 PREP CONTRACTUAL. REQUIREMENTS SCHEDULE by the due dates and submission methods specified therein. DSHS may add contractual requirements and revise reporting due dates throughout the term of this grant agreement to comply with modifications made to the grant award by the CDC. DSHS will notify Grantee of these modifications through a Technical Guidance Letter. A Technical Guidance Letter will become effective as of the date indicated in the Letter and will be attached to the Contract and incorporated as if fully set forth therein. VIII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Grant Agreement on behalf of their respective Party. System A2ency Grantee Fred L. Waterman Moriam Ojelade Department of State Health Services Corpus Christi-Nueces County Public 1100 W. 49th Street, MC 1990 Health District(City) Austin, Texas 78759 1702 Horne Road Fred.Waterman(c�r�,dshs.texas.gov Corpus Christi, Texas 78416 moriamogcctexas.com System Agency Grant Agreement,Contract#HHS001311200033 Page 2 of 6 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E IX.NOTICE REQUIREMENTS A. All notices given by Grantee shall be in writing, include the Contract number, comply with all terms and conditions of the Grant Agreement, and be delivered to the System Agency's Contract Representative identified above. B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the System Agency's Contract Representative: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe, Mail Code 1100 Austin, Texas 78751 with a copy to: Department of State Health Services Attention: General Counsel 1100 W. 49th Street, Mail Code 1919 Austin, Texas 78756 C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail, postage paid, certified, return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier, overnight, signature required. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Party may change its Contract Representative or Legal Notice contact by providing written notice to the other Party. X. FEDERAL AWARD INFORMATION GRANTEE'S UNIQUE ENTITY IDENTIFIER IS: XETBTPKCL895 Federal funding under this Grant Agreement is a subaward under the following federal award. Federal Award Identification Number (FAIN): NU90TP922045 A. Assistance Listings Title, Number, and Dollar Amount: Centers for Disease Control and Prevention, Public Health Emergency Preparedness (PHEP) Cooperative Agreement, 93.069 — TBD B. Federal Award Date: TBD C. Federal Award Period: 7/1/2023-6/30/2024 D. Name of Federal Awarding Agency: Centers for Disease Control and Prevention System Agency Grant Agreement,Contract#HHS001311200033 Page 3 of 6 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E E. Federal Award Project Description: Public Health Emergency Preparedness (PHEP) Cooperative Agreement F. Awarding Official Contact Information: TBD G. Total Amount of Federal Funds Awarded to System Agency: TBD H. Amount of Funds Awarded to Grantee: $240,003.00 L Identification of Whether the Award is for Research and Development: No XI.CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. ATTACHMENT A—FY2024 STATEMENT OF WORK ATTACHMENT A-1 -SUPPLEMENTAL GRANT GUIDANCE ATTACHMENT B—FY2024 BUDGET ATTACHMENT C—FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE ATTACHMENT D—HHS CONTRACT AFFIRMATIONS-V.2.2(MAY 2022) ATTACHMENT E—HHS UNIFORM TERMS AND CONDITIONS—GRANT V.3.2 (JULY 2022) ATTACHMENT F—HHS DATA USE AGREEMENT ATTACHMENT F-1—DATA USE AGREEMENT-SECURITY AND PRIVACY INQUIRY ATTACHMENT G—ADDITIONAL PROVISIONS-GRANT ATTACHMENT H—FEDERAL ASSURANCES—V. 1.1 ATTACHMENT I—CERTIFICATION REGARDING LOBBYING ATTACHMENT J—FFATA CERTIFICATION FORM ATTACHMENT K—WORK PLAN In the event of conflict, ambiguity or inconsistency between the terms and conditions set forth in the documents that comprise this Grant Agreement,the controlling documents shall be this Signature Document, the remaining documents in the following order of precedence: ATTACHMENT F—HHS DATA USE AGREEMENT ATTACHMENT F-1-DATA USE AGREEMENT-SECURITY AND PRIVACY INQUIRY ATTACHMENT A—FY2024 STATEMENT OF WORK ATTACHMENT C—FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE ATTACHMENT K—WORK PLAN ATTACHMENT E—HHS UNIFORM TERMS AND CONDITIONS—GRANT V.3.2 (JULY 2022) ATTACHMENT D—HHS CONTRACT AFFIRMATIONS-V.2.2(MAY 2022) ATTACHMENT G—ADDITIONAL PROVISIONS-GRANT ATTACHMENT A-1 -SUPPLEMENTAL GRANT GUIDANCE ATTACHMENT B—FY2024 BUDGET ATTACHMENT H—FEDERAL ASSURANCES—V. 1.1 ATTACHMENT I—CERTIFICATION REGARDING LOBBYING ATTACHMENT J—FFATA CERTIFICATION FORM System Agency Grant Agreement,Contract#HHS001311200033 Page 4 of 6 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E XII. SIGNATURE AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. Any services or work performed by Grantee before this Grant Agreement is effective or after it ceases to be effective are performed at the sole risk of Grantee. SIGNATURE PAGE FOLLOWS System Agency Grant Agreement,Contract#HHS001311200033 Page 5 of 6 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E SIGNATURE PAGE FOR SYSTEM AGENCY GRAN T AGREEMENT, CONTRACT No.HHS001311200033 DEPARTMENT OF STATE HEALTH CORPUS CHRISTI-NUECES COUNTY SERVICES PUBLIC HEALTH DISTRICT(CITY) Signature Signature Printed Name: Printed Name:Fauzia Khan Title: Title: Public Health Director Date of Signature: Date of Signature: System Agency Grant Agreement,Contract#HHS001311200033 Page 6 of 6 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 I. GRANTEE RESPONSIBILITIES Grantee shall: A. Perform activities in support of the Public Health Emergency Preparedness ("PHEP") Cooperative Agreement between the Centers for Disease Control and Prevention("CDC")and the Department of State Health Services ("System Agency") to advance public health emergency preparedness. B. Perform the activities required under this Contract in the following cities, counties or groups of counties: Nueces (Grantee's "Jurisdiction"). C. Provide System Agency with situational awareness data generated through interoperable networks of electronic data systems. D. Coordinate with System Agency program staff to develop a preparedness activity plan for Grantee's jurisdiction. At minimum, Grantee shall ensure at least three of the following public health emergency preparedness capabilities are achieved on an annual basis: 1. Capability 1 — Community preparedness is the ability of communities to prepare for, withstand, and recover from public health incidents in both the short- and long-term. 2. Capability 2—Community recovery is the ability of communities to identify critical assets, facilities, and other services within public health, emergency management, health care, human services, mental/behavioral health, and environmental health sectors that can guide and prioritize recovery operations. 3. Capability 3 — Emergency operations coordination is the ability to coordinate with emergency management and to direct and support an incident or event with public health or health care implications by establishing a standardized, scalable system of oversight, organization, and supervision that is consistent with jurisdictional standards and practices and the National Incident Management System ("NIMS"). 4. Capability 4 — Emergency public information and warning is the ability to develop, coordinate, and disseminate information, alerts, warnings, and notifications to the public and incident management personnel. 5. Capability 5 — Fatality management is the ability to coordinate with partner organizations and agencies to provide fatality management services to ensure the proper recovery and preservation of remains; identification of the deceased; determination of cause and manner of death;release of remains to an authorized individual; and provision of mental/behavioral health assistance for the grieving. The role also may include supporting activities for the identification, collection, documentation, retrieval, and transportation of human remains, personal effects, and evidence to the examination location or incident morgue. 6. Capability 6 — Information sharing is the ability to conduct multijurisdictional and multidisciplinary exchange of health-related information and situational awareness data among federal, state, local, tribal, and territorial levels of government and the private sector. This capability includes the routine sharing of information as well as issuing of public health alerts to all levels of government and the private sector in preparation for and System Agency Contract No. HHS001311200033 Page 1 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 in response to events or incidents of public health significance. 7. Capability 7 — Mass care is the ability of public health agencies to coordinate with and support partner agencies to address, within a congregate location (excluding shelter-in- place locations), the public health, health care, mental/behavioral health, and human services needs of those impacted by an incident. This capability includes coordinating ongoing surveillance and public health assessments to ensure that health needs continue to be met as the incident evolves. 8. Capability 8 — Medical countermeasure dispensing and administration is the ability to provide medical countermeasures to targeted population(s)to prevent, mitigate, or treat the adverse health effects of a public health incident, according to public health guidelines. This capability focuses on dispensing and administering medical countermeasures, such as vaccines, antiviral drugs, antibiotics, and antitoxins. 9. Capability 9 — Medical materiel management and distribution is the ability to acquire, manage, transport, and track medical materiel during a public health incident or event and the ability to recover and account for unused medical materiel, such as pharmaceuticals, vaccines, gloves, masks, ventilators, or medical equipment after an incident. 10. Capability 10 — Medical surge is the ability to provide adequate medical evaluation and care during events that exceed the limits of the normal medical infrastructure of an affected community. It encompasses the ability of the health care system to endure a hazard impact, maintain or rapidly recover operations that were compromised, and support the delivery of medical care and associated public health services, including disease surveillance, epidemiological inquiry, laboratory diagnostic services, and environmental health assessments. 11. Capability 11 —Nonpharmaceutical interventions are actions that people and communities can take to help slow the spread of illness or reduce the adverse impact of public health emergencies. This capability focuses on communities, community partners, and stakeholders recommending and implementing nonpharmaceutical interventions in response to the needs of an incident, event,or threat.Nonpharmaceutical interventions may include isolation; quarantine; restrictions on movement and travel advisories or warnings; social distancing; external decontamination; hygiene; and precautionary protective behaviors. 12. Capability 12 — Public health laboratory testing is the ability to implement and perform methods to detect, characterize, and confirm public health threats. It also includes the ability to report timely data,provide investigative support, and use partnerships to address actual or potential exposure to threat agents in multiple matrices, including clinical specimens and food, water, and other environmental samples. This capability supports passive and active surveillance when preparing for, responding to, and recovering from biological, chemical, and radiological (if a Radiological Laboratory Response Network is established)public health threats and emergencies. 13. Capability 13 —Public health surveillance and epidemiological investigation is the ability to create, maintain, support, and strengthen routine surveillance and detection systems and epidemiological investigation processes.It also includes the ability to expand these systems and processes in response to incidents of public health significance. 14. Capability 14—Responder safety and health is the ability to protect public health and other emergency responders during pre-deployment, deployment, and post-deployment. System Agency Contract No. HHS001311200033 Page 2 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 15. Capability 15 — Volunteer management is the ability to coordinate with emergency management and partner agencies to identify, recruit, register, verify, train, and engage volunteers to support the jurisdictional public health agency's preparedness, response, and recovery activities during pre-deployment, deployment, and post-deployment. E. In the event of a local, state, or federal emergency, utilize approximately five percent(5%) of the Grantee's staff's time supporting this Contract for response efforts. System Agency will reimburse Grantee up to five percent of the total Contract award for personnel costs in responding to an emergency event. Grantee shall maintain records to document the personnel time spent on response efforts for audit purposes. Within five (5) calendar days of the onset of the emergency, Grantee shall notify the assigned System Agency Contract Representative as identified in the Signature Document in writing of its implementation of this provision. F. In the event of a public health emergency involving a portion of the state;mobilize and dispatch staff or equipment purchased with funds from previous PHEP cooperative agreements, and not currently performing clritical duties in the jurisdiction served, to the affected area of the state upon receipt of a written request from System Agency. G. Coordinate activities and response plans within Grantee's jurisdiction with the state, regional, and other local jurisdictions, among local agencies, and with hospitals and major health care entities,jurisdictional Metropolitan Medical Response Systems, and Councils of Government. H. Inform System Agency in writing if Grantee will not continue performance under this Contract within thirty (30) days of receipt of System Agency's notification of an amended standard(s) or guideline(s). System Agency may terminate this Contract immediately or within a reasonable period of time as determined by System Agency. L Develop,implement, and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Contract, including partial full-time employees and temporary staff. J. Have plans,processes, and training in place to meet NIMS compliance requirements. K. When using volunteers during the Contract term, designate a Texas Disaster Volunteer Registry ("TDVR") State Emergency System for the Advanced Registration of Volunteer Health Professionals ("ESAR-VHP") System Administrator, participate in required administrator trainings, and utilize the system to identify volunteers. L. To ensure consistency and coordination of requirements at the local level and eliminate duplication of effort between the various domestic preparedness funding sources in the state, the Grantee shall coordinate all planning,training and exercises performed under this Contract with other Local Health Entities, Texas Division of Emergency Management ("TDEM"), or other points of contact at the discretion of System Agency. M. Coordinate all risk communication activities with System Agency Communications Unit by using System Agency's core messages posted on the System Agency website and submitting System Agency Contract No. HHS001311200033 Page 3 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 copies of draft risk communication materials to System Agency for coordination prior to dissemination. N. Work with the Regional Health Care Coalition to develop comprehensive preparedness strategies. Plans shall be submitted to System Agency via the Operational Readiness Review. O. Incorporate Access and Functional Needs ("AFN") partners in an annual PHEP exercise. Local jurisdictions can fulfill this requirement by incorporating at least one AFN partner in a tabletop, a functional, or a full-scale exercise, or during an incident or public health event in which the AFN partner participates. P. Designate a member of the PHEP program to attend two regional healthcare coalition meetings during the Contract term. II. REPORTING REQUIREMENTS Grantee shall: A. Complete and submit the programmatic reports outlined in ATTACHMENT C,FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE and as needed to satisfy the information-sharing requirements set forth in Texas Government Code, Sections 421.071 and 421.072(b)and(c). Grantee shall provide System Agency with other reports,including financial reports, that System Agency determines necessary to accomplish the objectives of this Contract and to monitor compliance. B. Submit the Vulnerable Populations Plan to the Department of State Health Services ("DSHS") Center for Health Emergency Preparedness and Response ("CHEPR") according to the established due date and submission method outlined in ATTACHMENT C, FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. C. Prepare and submit a Work Plan with a Budget to System Agency. The Work Plan will be attached to and incorporated into the Contract as ATTACHMENT K. Revisions to the approved Work Plan are subject to System Agency prior written approval. D. Prepare and submit a current Integrated Preparedness Plan ("IPP"), which must include at least four years of progressive exercise,planning and training to System Agency according to the due date and submission method outlined in ATTACHMENT C, FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. The IPP must be based on the results of the Grantee's training needs assessment and the evaluations of previous exercises and responses, including the AAR submitted in Section II. F of this document. The IPP must include a description of: 1. The proposed location, month(s), and year(s) of future exercise(s); 2. The type of future exercise(s)that will take place; and 3. The expected departmental participants and partner organizations. System Agency Contract No. HHS001311200033 Page 4 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 E. Submit documentation of AFN participation according to the due date and submission method outlined in ATTACHMENT C, FY2024 PREP CONTRACTUAL REQUIREMENTS SCHEDULE. F. Prepare and submit an After-Action Review/Improvement Plan("AAR/IP") for the annual PHEP exercise with Access and Functional Needs. All AAR/IPs must be submitted to System Agency within 60 calendar days, or 120 calendar days of a Real-World Incident ("RWP'), of the completion of the exercise/response according to the due date and submission method outlined in ATTACHMENT C, FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. G. Complete and submit specific forms identified by the System Agency from the Operational Readiness Review("ORR")to System Agency by uploading supporting documentation to System Agency according to the due date and submission method outlined in ATTACHMENT C,FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. H. Prepare and submit a Programmatic Mid-Year and End-of-Year Performance Report to System Agency according to the due date and submission method outlined in ATTACHMENT C,FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. L Submit evidence of attendance at two regional healthcare coalition meetings during the Contract term according to the due date and submission method outlined in ATTACHMENT C,FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. J. Submit a Financial Status Report (FSR) in accordance with the due dates and submission methods outlined in ATTACHMENT C, FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. The first FSR(for the period July 1, 2023,through December 31, 2023)is due by January 31, 2024. The second FSR (for the period January 1, 2024, through June 30, 2024) is due by August 15, 2024. Grantee shall electronically submit Financial Status Reports (FSR) to invoices2dshs.texas.gov and FSRGrants2dshs.texas.gov, with a copy to the assigned System Agency Contract Representative identified in the Signature Document. K. If System Agency determines Grantee needs to submit reports by mail or fax, Grantee shall send the required information to one of the following: 1. For submission by mail, use address below: Department of State Health Services Claims Processing Unit P.O. Box 149347 Austin, TX 78714-9347 2. For submission by fax, use number below: (512)458-7442 System Agency Contract No. HHS001311200033 Page 5 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 L. Immediately notify System Agency in writing if Grantee is legally prohibited from providing any report required under this Contract. III. RULES Grantee shall: A. Comply with all applicable federal and state laws, rules, and regulations, as amended, including, but not limited to, the following: 1. Texas Government Code Chapter 418 (§418.074); 2. Public Law 109-417, Pandemic and All-Hazards Preparedness and Advancing Innovation Act("PAHPAI"); 3. Texas Health and Safety Code Chapter 81; and 4. Section 319C-1 of the Public Health Service (PHS) Act (47 USC § 247d-3a), as amended. IV. PERFORMANCE MEASURES A. System Agency will monitor the Grantee's performance of the requirements in this Statement of Work and compliance with the Contract's terms and conditions. B. Grantee must adhere to PHEP reporting deadlines and the capability to receive, stage, store, distribute, and dispense materiel during a public health emergency. Failure to meet these requirements may result in System Agency withholding a portion of the current fiscal year PHEP base award. C. Upon request by System Agency, Grantee shall reasonably revise any performance measure to System Agency's satisfaction and in accordance with the requirements set forth in this Contract. V. INVOICE AND PAYMENT A. Grantee shall request monthly payments by the 30th day following the service month using the State of Texas Purchase Vouchers (Form B-13 and Form B-13A) at http://www.dshs.texas.gov/grants/forms.shtm. System Agency will issue reimbursement payments to Grantee on a monthly basis for reported actual cash disbursements which are supported by adequate documentation. Invoice approval and payment is contingent upon receipt of adequate supporting documentation and submitting acceptable supporting documentation by electronic mail to invoices2dshs.texas.gov and CMSInvoicesgdshs.texas.gov, with a copy to the assigned—System Agency Contract Representative identified in the Signature Document. At a minimum, every invoice should include: 1. Grantee name, address, email address, vendor identification number and telephone System Agency Contract No. HHS001311200033 Page 6 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 number; 2. DSHS Contract or Purchase Order number; 3. Identification of service(s)provided; 4. The total invoice amount; and 5. Any additional supporting documentation which is required by this Statement of Work or as requested by System Agency. B. Grantee shall electronically submit all invoices with supporting documentation to invoicesgdshs.texas.gov and CMSInvoicesgdshs.texas.gov and a copy to the assigned System Agency Contract Representative identified in the Signature Document. Alternative submission arrangements must be approved by the assigned System Agency Contract Representative identified in the Signature Document. C. System Agency will pay Grantee monthly on a cost reimbursement basis. System Agency will reimburse Grantee only for allowable and reported expenses incurred within the grant term. System Agency Contract No. HHS001311200033 Page 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A- 1 PUBLIC HEALTH EMERGENCY PREPAREDNESS COOPERATIVE AGREEMENT (PHEP) GRANT GUIDANCE The Assistance Listing Number (ALN) for the PHEP is 93.069, and the award period is July 1, 2023 through June 30, 2024. As a subrecipient of the PHEP Grant, Grantee must adhere to each of the following requirements: L PHEP GRANT A. Grantee may not use funds for research, clinical care,fundraising activities or lobbying, construction or major renovations, reimbursement of pre-award costs, to supplant existing state or federal funds for activities, payment or reimbursement of backfilling costs for staff, purchase of vehicles of any kind, uniforms, buildings or real property, or funding an award to another party or provider who is ineligible. B. None of the funds made available under this Contract may be used to promote or advocate the legalization or practice of prostitution or sex trafficking. Nothing in the preceding sentence shall be construed to preclude the provision to individuals of palliative care, treatment, or post-exposure pharmaceutical prophylaxis, and necessary pharmaceuticals and commodities, including test kits, condoms, and, when proven effective, microbicides. C. Grantee must initiate the purchase of all equipment approved in writing by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase equipment must be submitted to the assigned System Agency Contract Manager. D. Grantee must maintain an inventory of equipment, supplies defined as Controlled Assets, and real property. Grantee shall submit an annual cumulative report of the equipment and other property on HHS System Agency Grantee's Property Inventory Report (Form GC-11) according to the due dates and submission methods outlined in ATTACHMENT C, FY2024 REQUIREMENTS SCHEDULE. 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, and medical and laboratory equipment. Controlled Assets are considered Supplies in the categorical budget. E. At the expiration or termination of this Contract for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to System Agency. Title may be also transferred to another party at the sole discretion of System Agency. System Agency may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Grantee. System Agency Grant Agreement,Contract#HHS001311200033 Page 1 of 3 11115 Signature Document-Grantee v 3.0 Effective:October 2021 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E F. Grantee shall not use System Agency funds to lease buildings or real property without prior written approval from System Agency. G. System Agency reserves the right to redirect funds in the event of financial shortfalls. System Agency will monitor Grantee's expenditures on a biannual basis. If expenditures are below that projected in Grantee's total Contract amount, Grantee's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds. H. Grantee may request a one-time working capital advance not to exceed twelve percent (12%) of the total amount of the Contract. All advances must be expended by the end of the Contract term. Advances not expended by the end of the Contract term must be refunded to System Agency. System Agency may require Grantee to repay all or part of advance funds at any time during the Contract's term. However, if the advance has not been repaid prior to the last three months of the Contract term, the Grantee must deduct at least one-third of the remaining advance from each of the last three months' reimbursement requests. If the advance is not repaid prior to the last three months of the Contract term, System Agency will reduce the reimbursement request by one-third of the remaining balance of the advance. IL MATCHING FUNDS A. Grantee shall match funds awarded under this Contract with costs or third-party contributions that are not paid by the federal government under another award, except where authorized by federal statute to be used for cost-sharing or matching. The non- federal contributions ("match") may be provided directly or through donations from public or private entities and may be in cash or in-kind donations, fairly evaluated, including plant, equipment, or services. The costs that the Grantee incurs in fulfilling the matching or cost-sharing requirement are subject to the same requirements, including the cost principles, that are applicable to the use of federal funds, including prior approval requirements and other rules for allowable costs as described in 45 CFR 74.23 and 45 CFR 92.24, as amended. B. Grantee shall provide matching funds in the amount of ten percent(10%) of the DSHS Direct Costs and Indirect Costs amount as set forth in ATTACHMENT B, FY2024 BUDGET. Cash match is defined as an expenditure of cash by the Grantee on allowable costs of this Contract that are borne by the Grantee. In-kind match is defined as the dollar value of non-cash contributions by a third party given in goods, commodities, or services that are used in activities that benefit this Contract's project and that are contributed by non-federal third parties without charge to the Grantee. The criteria for match must: 1. Be an allowable cost under the applicable federal cost principle; 2. Be necessary and reasonable for the efficient accomplishment of project or program objectives; System Agency Grant Agreement,Contract#HHS001311200033 Page 2 of 3 11115 Signature Document-Grantee v 3.0 Effective:October 2021 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 3. Be verifiable within the Grantee's (or subgrantee's)records; 4. Be documented, including methods and sources, in the approved budget (applies only to cost reimbursement contracts); 5. Not be included as contributions toward any other federally-assisted project or program (match can count only once); 6. Not be paid by the federal government under another award, except where authorized by federal statute to be used for cost-sharing or match; 7. Conform to other provisions of governing circulars/statutes/regulations as applicable for the Contract; 8. Be adequately documented; 9. Follow procedures for generally accepted accounting practices as well as meet audit requirements; and 10. Value the in-kind contributions reported and be supported by documentation reflecting the use of goods and/or services during the Contract term. III. AUDIT REQUIREMENTS Grantee shall adhere to the following requirements: 1. If Grantee expends $750,000.00 or more in federal financial assistance during the program's fiscal year, an independent financial and compliance audit must be completed by a Certified Public Accounting firm in accordance with 2 CFR 200 (Uniform Grant Guidance). Grantee must submit two (2) copies of the audit report to the Texas Health and Human Services Commission within thirty (30) calendar days of receipt of the audit reports required by the Independent Single or Program- Specific Audit section of Attachment E, HHS Uniform Terms and Conditions- Grant v.3.2 (July 2022). (See Article IV,Section 4.2.) Grantee must submit one (1) copy of these documents electronically via https://hhsportal.hhs.state.tx.us/heartwebextrSau as described in instructions that the Texas Health and Human Services Commission shall provide. 2. If the Certified Public Accounting firm's audit report includes findings or questioned costs, Grantee must submit updates on the implementation of the corrective action plan to the Texas Health and Human Services Commission at Single_Audit_Report2hhs.texas.gov no later than the date designated by the Texas Health and Human Services Commission. 3. Grantee must retain records to support expenditures and make those records available for review or audit by appropriate officials of the awarding agency, the General Accountability Office and/or their representatives. System Agency Grant Agreement,Contract#HHS001311200033 Page 3 of 3 11115 Signature Document-Grantee v 3.0 Effective:October 2021 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT B FY2024 Budget July 1,2023,through June 30,2024 A. Funding Source: Federal B. Compliance with the following Grant requirements is required: 1. Grant Technical Assistance Guide located at System Agency website: haps://hhs.texas.gov/doing-business-hhs/_rg ants; 2. Texas Grant Management Standards 3. 2 C.F.R. Part 200 C. System Agency total reimbursement for the grant term will not exceed $264,003.00 for the period July 1, 2023 through June 30,2024. Grantee is required to provide a match amount of 10% of the total grant award. All expenditures under this Grant Agreement shall be in accordance with the following cost categories: Budget Categories DSHS Funding Personnel $171,729.00 Fringe Benefits $67,713.00 Travel $561.00 Equipment $0.00 Supplies $0.00 Contractual $0.00 Other $0.00 Sum of DSHS Direct Costs $240,003.00 Indirect Costs $0.00 Sum of DSHS Direct Costs and Indirect Costs $240,003.00 Plus Required Match(Cash or In- $24 000.00 Kind) Total Contract Amount $264,003.00 D. Cost Reimbursement Budget: 1. Grantee's approved cost reimbursement budget documents all approved and allowable expenditures. 2. Grantee shall only utilize the funding for approved and allowable costs. If Grantee requests to utilize funds for an expense not documented on the approved cost reimbursement budget, Grantee shall notify System Agency assigned contract manager, in writing, and request approval prior to utilizing the funds. System Agency shall provide written notification if the requested expense is approved. 3. If needed, Grantee may revise the System Agency-approved cost reimbursement budget. Revision requirements are as follows: DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT B FY2024 Budget July 1,2023,through June 30,2024 a. System Agency approves Grantee's transfer of up to twenty-five (25) percent of funds from budgeted direct cost categories only, excluding the "Equipment" category. Budget revisions exceeding twenty-five(25)percent requirement require System Agency's written approval. b. Grantee may request revisions to the approved annual cost reimbursement budget direct cost categories that exceed the twenty-five (25) percent requirement, excluding "Equipment" and "Indirect Cost" categories, by submitting a written request to the System Agency assigned contract manager. This change will require a formal contract amendment. System Agency will amend the Contract if Grantee's revision request is approved. Grantee's budget revision is not authorized, and funds cannot be utilized until the contract amendment is executed. c. Grantee may revise the annual cost reimbursement budget "Equipment" and/or "Indirect Cost" categories, however a formal contract amendment is required. Grantee shall submit to the System Agency assigned contract manager a written request to revise the budget,which includes a justification for the revisions. System Agency will amend the Contract if Grantee's revision request is approved. Grantee's budget revision is not authorized, and funds cannot be utilized until the contract amendment is executed. DocuSign Envelope ID:1B6A2423-O24B-4OOF-B3OE-58386DC55F9E ATTACHMENT C-FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE MONTH DAY CONTRACTUAL REQUIREMENT SUBMIT TO: 2023 July 1 Start of new FY24 contract year August 31 July B-13 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov July Support Documentation September 30 August B-13 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov August Support Documentation 16 FY24 Vulnerable Populations Work Plan DSHS CHEPR Extemal Sharepoint Site 16 Contractor's Property Inventory Report(GC-11) PHEP@dshs.texas.gov and Assigned Contract Manager October 2425 HPP PHEP Joint Meetings-Tentative Date Norris Conference Center 31 September B-13 Invoices@dshs.--s.gov and invoices@dshs.texas.gov September Support Documentation November 30 October B-13 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov October Support Documentation December 26 November B-13 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov November Support Documentation 2024 December B-13 January 31 December Support Documentation Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov 1st Biannual FSR FSRGmnts@dshs.texas.gov and invoices@ds hs.texas.gov Programmatic Mid-Year Performance Report DSHS CHEPR External SharePoint Site February 28 January B-13 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov January Support Documentation February B-13 March 31 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov February Support Documentation 2324 HPP PHEP Joint Meetings-Tentative Date JNorris Conference Center April March B-13 30 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov March Support Documentation 1 Integrated Preparedness Plan(IPP)SchedulelPlan DSHS CHEPR Extemal SharePoint Site May 31 April B-13 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov April Support Documentation May B-13 May Support Documentation Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov June 30 Submit proof of attendance of two(2)regional healthcare coalition meetings from the contract period DSHS CHEPR Extemal SharePoint Site Annual PHEP Exercise with Access and Functional Needs(AFN)Partners DSHS CHEPR Extemal SharePoint Site July 1 Start of new FY25 contract year June B-13(Final) June Support Documentation(Final) Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov August 15 2nd Biannual FSR FSRGmnts@dshs.texas.gov and invoices@ds hs.texas.gov 4th Quarter B-13A(Final) Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov Programmatic End-of-Year Performance Report DSHS CHEPR Extemal SharePoint Site NONSPECIFIC DATE DEADLINES Performance Measures due to DSHS in a format specified by DSHS pending release of the report template from CDC. DSHS CHEPR External SharePoint Site Complete and submit the Operational Readiness Review(ORR)and all supporting documentation twenty(20)business days prior to the review in a format specified by DSHS.[DCIPHER for CRI and a Word Document for Non.CRI jurisdictions[-Most forms are waived.Workforce Development and Training(WDT)and Access and Functional Needs(AFN)forms will be used to evaluate the PHEPAnnual Exercise and the DSHS External CHEPR SharePoint Site IPP. DSHS may add contractual requirements and revise reporting due dates in this FY2024 PHEP Contractual Reporting Schedule to comply with modifications made to the grant award by the CDC. DSHS will notify Grantee of these modifications through a Technical Guidance Letter. PHEP Inbox-phep@dshs.texas.gov Preparedness Exercise Inbox-Preparednessexercise@dshs.texas.gov Attachment C-FY2024 PHEP Contractual Requirements Schedule DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E HEALTH AND HUMAN SERVICES Contract: HHS001311200033 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 (SAM) maintained by the General Services Administration. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 e 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffairsReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin, Texas 78708-5200 29. Antitrust The undersigned affirms under penalty of perjury of the laws of the State of Texas that: A. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; B. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any federal antitrust law; and C. neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Contractor. 30. Legal and Regulatory Actions Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the five (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to System Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. In addition, Contractor acknowledges this is a continuing disclosure requirement. Contractor represents and warrants that Contractor shall notify System Agency in writing within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination. Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 6 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 Fauzia Khan Public Health Director 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 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Attachment E TEXASHealth 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 PROINIPT 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 AGREEINIENTS 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 TERINIINATION FOR CONVENIENCE .................................................................... 19 9.3 TERINIINATION 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 INDEININITY......................................................................................... 21 10.2 INTELLECTUAL PROPERTY................................................................................. 21 10.3 ADDITIONAL INDEININITY 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 PERINHTTING 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 Seivices Commission. "Health and Human Services" or"HHS" includes HHSC and DSHS. "Intellectual Property Rights"means the worldwide proprietary rights or interests, including patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or embodied in: i. any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement; ii. any work of authorship, including any compilation, computer code, website or web page design, literary work,pictorial work, or graphic work; ill. 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 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. "Signature Document" means the document executed by all Parties for this Grant Agreement. "Solicitation," "Funding Announcement" or"Request for Applications (RFA)" means the document (including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or"Application"means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year"means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel"means the Texas Comptroller of Public Accounts' state travel rules, policies, and guidelines. "Statement of Work"means the description of activities Grantee mustperform to complete the Project, as specified in the Grant Agreement and as may be amended. "System Agency"means HHSC or DSHS,as applicable. "Work Product"means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed, produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or"TxGMS"means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof," "herein," "hereunder," and similar words refer to this Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term"including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i) references to contracts HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 7 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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.ci2a.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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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. ill. 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 1 1 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: t. HHS portal at haps://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single audit re 2ortLhhsc.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 haps://hhsportal.hhs.state.tx.us/heartwebextr/hhseSau; or, ii. Email to: single audit report(ahhsc.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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency,or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3,including without limitation documentation indicating a third party's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 14 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 ofthis 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REINIEDIES 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; it. 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 TERINIINATION 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 R SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 21 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEININITY 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 https://www.txabusehotline.org/Login/Default.gvx 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-party service providers shall serve as independent contractors in providing the services HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 24 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 PROGRAINI 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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-bbs/_ oughts/civil-rights-office/civil-rights-posters. E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten(10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51 st Street, Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: 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 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT F HHS DATA USE AGREEMENT This Data Use Agreement ("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR. ARTICLE 1. PURPOSE; APPLICABILITY;ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information.45 CFR 164.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996,Public Law 104-191 (42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments,regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition,the following terms in this DUA are defined as follows: "Authorized Purpose" means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User"means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 1 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create, receive, maintain, use, disclose or have access to the Confidential Information; and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR,or that CONTRACTOR may,for an Authorized Purpose,create,receive,maintain, use, disclose or have access to, that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information (herein "PHP'); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative"of the Individual, as defined by Texas law,including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code §166.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 2 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E a manner that is not expressly an Authorized Purpose under this DUA or as Required by 45 CFR 164.502(b)(1);45 CFR 164.514(d) (B) Except as Required by L CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors (as defined in 45 C.ER. 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management,to carry out CONTRACTOR's obligations in connection with the Authorized Purpose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code§181.101 All of CONTRACTOR's Authorized Users, Workforce and Subcontractors with access to a state computer system or database will complete a cybersecurity training program certified under Texas Government Code Section 2054.519 by the Texas Department of Information Resources. (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.ER. 164.308(a)(1)(h)(C); 164.530(e); 164.410(b);164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(ii)(A) (E) CONTRACTOR will not attempt to re-identify or further identify Confidential Information or De-identified Information,or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purpose, without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (h) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and(4); Texas Health &Safety Code Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and(2). HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 3 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (G) CONTRACTOR is directly responsible for compliance with,and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5);42 CFR 431.300, et seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request.CONTRACTOR will provide PHI to an Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS'request. 45 CFR 164.524and 164.504(e)(2)(ii)(E). (I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164.504(e)(2)(ii)(E) and(F). (J) If PHI is subject to this Agreement,CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations.45 CFR 164.504(e)(2)(ii)(G) and 164.528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA, it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC 202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 4 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if: 45 CFR 164.504(e)(4)(A). (1) Disclosure is Required by L provided that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR I 64.504(e)(4)(ii)(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroye or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction.If such delivery or Destruction is not reasonably feasible,or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(ii)(J (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306;164.530(c) (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry (SPI) at Attachment I . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 164.306. (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality,integrity, and availability of the Confidential Information, and with respect to PHI, as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); I 64.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy Official 45 CFR 164.530(a)(1)and Information Security Official,each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502;164.514(d). (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 6 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308; 164.316;164.514(d);164.530(i)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received,used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308;164.514(d). (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of,PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(2)(i)(1). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws.A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule, regulation or law,HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security.All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system,media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation,audit or the Discovery of an Event or Breach. Otherwise,requested production of such proof will be made as agreed upon by the parties.De-identification of HHS Confidential Information is a means of security. With respect to de-identification of PHI, "secure" means de-identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312;164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates,receives, maintains,uses, discloses,has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 7 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 — Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (NIST) Special Publication 800-66 Revision 1 —An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A —Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law,regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying Information it creates,receives,maintains,uses,transmits,destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414. (A) CONTRACTOR will cooperate fully with HHS in investigating,mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 8 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues,until all effects of the Event are mitigated to HHS's reasonable satisfaction(the "incident response period"). 45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery,or in a timeframe otherwise approved by HHS in writing,initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice. No later than two business days after the Initial Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available:For(a) - (m)below:45 CFR 164.400-414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; (c) A brief description of the Event or Breach; including how it occurred and who is responsible(or hypotheses, if not yet determined); (d) A brief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 9 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (f) Identification of and number of all Individuals reasonably believed to be affected,including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age,telephone number, and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm,including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); 0) The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identify, describe or estimate the Persons, Workforce, Subcontractor, or Individuals and any law enforcement that may be involved in the Event or Breach; (1) A reasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business days or as otherwise directed by HHS, including information about risk estimations,reporting,notification,if any,mitigation, corrective action,root cause analysis and when such activities are expected to be completed; and (m) Any reasonably available,pertinent information,documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation,Response and Mitigation.45 CFR 164.308,310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 10 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the final assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures,as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals,regulators or third-parties, as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all regulatory requirements regarding the time, manner and content of any notification to Individuals, regulators or third-parties, or any notice required by other state or federal authorities, including without limitation, notifications required by Texas Business and Commerce Code, Chapter 521.053(b) and HIPAA. HHS shall have ten (10)business days to provide said feedback to CONTRACTOR. Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number, if required by applicable law, rule, or regulation,for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made.If there are delays outside of CONTRACTOR's control,CONTRACTOR will provide written documentation of the reasons for the delay. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 11 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto,is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation,receipt,maintenance,use, disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create, maintain,transmit,use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities, systems,books and records of CONTRACTOR to monitor compliance with this DUA.For purposes of this subsection,HHS's agent(s)include,without limitation,the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6.04 Term; Termination of DUA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shall be extended or amended concurrent with such extension or amendment. (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 12 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately, and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation,the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible,HHS shall report the violation to the Secretary of the U.S. Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroye or returned to HHS, as required by this DUA. 6.05 Governing Law,Venue and Litigation (A) The validity,construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Texas,will be the exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this DUA. 6.06 Injunctive Relief (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 13 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply.Accordingly, CONTRACTOR agrees that HHS will,in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages,to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity, and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self-insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA.Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred in that action or proceeding. 6.09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 14 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 6.10 Automatic Amendment and Interpretation If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information, or (ii) any change in the judicial or administrative interpretation of any such law,regulation or rule„ upon the effective date of such change,this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes. Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 15 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E TEXAS Texas HHS System - Data Use Agreement -Attachment 2 Health and Human SECURITY AND PRIVACY INQUIRY(SPI) Services If you are a bidder for a new procurement/contract, in order to participate in the bidding process,you must have corrected any"No" responses(except Aga)prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected any"No" answers(except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A: APPLICANT/BIDDER INFORMATION (To be completed by Applicant/Bidder) 1. Does the applicant/bidder access, create, disclose, receive, transmit, maintain, or store Texas Q Yes HHS Confidential Information in electronic systems (e.g., laptop, personal use computer, 0 No mobile device, database, server, etc.)? IF NO, STOP. THE SPI FORM IS NOT REQUIRED. 2. Entity or Applicant/Bidder Legal Name Legal Name: Legal Entity Tax Identification Number (TIN) (Last Four Numbers Only): Procurement/Contract#: Address: City: State: ZIP: Telephone #: Email Address: 3. Number of Employees, at all locations, in Total Employees: Applicant/Bidder's Workforce "Workforce"means all employees,volunteers,trainees,and other Persons whose conduct is under the direct control of Applicant/Bidder,whether or not they are paid by Applicant/ Bidder. If Applicant/Bidder is a sole proprietor,the workforce may be only one employee. 4. Number of Subcontractors Total Subcontractors: (if Applicant/Bidder will not use subcontractors,enter"0") S. Name of Information Technology Security Official A. Security Official: and Name of Privacy Official for Applicant/Bidder Legal Name: (Privacy and Security Official may be the same person.) Address: City: State: ZIP: Telephone #: Email Address: B. Privacy Official: Legal Name: Address: City: State: ZIP: Telephone #: Email Address: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 1 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 6. Type(s)of Texas HHS Confidential Information the HIPAA CJIS IRS FTI CMS SSA PH Applicant/Bidder will create, receive, maintain, use, ❑ ❑ ❑ ❑ ❑ ❑ disclose or have access to: (Check all that apply) Other (Please List) •Health Insurance Portability and Accountability Act(HIPAA)data •Criminal Justice Information Services(CJIS)data •Internal Revenue Service Federal Tax Information(IRS FTI)data •Centers for Medicare&Medicaid Services(CMS) •Social Security Administration(SSA) •Personally Identifiable Information(PII) 7. Number of Storage Devices for Texas HHS Confidential Information (as defined in the Total # Texas HHS System Data Use Agreement (DUA)) (Sum a-d) Cloud Services involve using a network of remote servers hosted on the Internet to store, 0 manage, and process data, rather than a local server or a personal computer. A Data Center is a centralized repository, either physical or virtual,for the storage, management,and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. a. Devices. Number of personal user computers, devices or drives, including mobile devices and mobile drives. b. Servers. Number of Servers that are not in a data center or using Cloud Services. c. Cloud Services. Number of Cloud Services in use. d. Data Centers. Number of Data Centers in use. 8. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to Select Option handle Texas HHS Confidential Information during one year: (a-d) a. 499 individuals or less 0 a. b. 500 to 999 individuals 0 b. c. 1,000 to 99,999 individuals 0 C. d. 100,000 individuals or more 0 d. 9. HIPAA Business Associate Agreement a. Will Applicant/Bidder use, disclose, create, receive, transmit or maintain protected 0 Yes health information on behalf of a HIPAA-covered Texas HHS agency for a HIPAA- 0 No covered function? b. Does Applicant/Bidder have a Privacy Notice prominently displayed on a Webpage or a 0 Yes Public Office of Applicant/Bidder's business open to or that serves the public? (This is a 0 No HIPAA requirement. Answer "N/A" if not applicable, such as for agencies not covered 0 N/A by HIPAA.) Action Plan for Compliance with a Timeline: Compliance Date: 10. Subcontractors. If the Applicant/Bidder responded "0" to Question 4 (indicating no subcontractors), check "N/A" for both 'a.' and 'b.' a. Does Applicant/Bidder require subcontractors to execute the DUA Attachment 1 0 Yes Subcontractor Agreement Form? 0 No 0 N/A Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 2 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E b. Will Applicant/Bidder agree to require subcontractors who will access Confidential Q Yes Information to comply with the terms of the DUA, not disclose any Confidential Q No Information to them until they have agreed in writing to the same safeguards and to Q N/A discontinue their access to the Confidential Information if they fail to comply? Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder have any Optional Insurance currently in place? Q Yes Optional Insurance provides coverage for: (1) Network Security and Privacy;(2) Data Breach;(3)Cyber Q No Liability(lost data,lost use or delay/suspension in business,denial of service with e-business,the Internet, networks and informational assets,such as privacy,intellectual property,virus transmission,extortion, Q N/A sabotage or web activities); (4) Electronic Media Liability; (5)Crime/Theft;(6)Advertising Injury and Personal Injury Liability;and(7)Crisis Management and Notification Expense Coverage. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 3 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E SECTION B: PRIVACY RISK ANALYSIS AND ASSESSMENT(To be completed by Applicant/Bidder) For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. 1. Written Policies & Procedures. Does Applicant/Bidder have current written privacy and Yes or No security policies and procedures that, at a minimum: a. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that identify Authorized Users and Authorized Purposes (as defined in the 0 No DUA) relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: b. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require Applicant/Bidder and its Workforce to comply with the applicable provisions of HIPAA and other laws referenced in the DUA, relating 0 No to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information on behalf of a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: c. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that limit use or disclosure of Texas HHS Confidential Information to the minimum that is 0 No necessary to fulfill the Authorized Purposes? Action Plan for Compliance with a Timeline: Compliance Date: d. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that respond to an actual or suspected breach of Texas HHS Confidential Information, to 0No include at a minimum (if any responses are "No" check "No" for all three): i. Immediate breach notification to the Texas HHS agency, regulatory authorities, and other required Individuals or Authorities, in accordance with Article 4 of the DUA; ii. Following a documented breach response plan, in accordance with the DUA and applicable law; & iii. Notifying Individuals and Reporting Authorities whose Texas HHS Confidential Information has been breached, as directed by the Texas HHS agency? SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 4 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Action Plan for Compliance with a Timeline: Compliance Date: e. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that conduct annual workforce training and monitoring for and correction of any training delinquencies? No Action Plan for Compliance with a Timeline: Compliance Date: f. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that permit or deny individual rights of access, and amendment or correction, when appropriate? 0 No Action Plan for Compliance with a Timeline: Compliance Date: g. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that permit only Authorized Users with up-to-date privacy and security training, and 0 No with a reasonable and demonstrable need to use, disclose, create, receive, maintain, access or transmit the Texas HHS Confidential Information, to carry out an obligation under the DUA for an Authorized Purpose, unless otherwise approved in writing by a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: h. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that establish, implement and maintain proof of appropriate sanctions against any 0 No Workforce or Subcontractors who fail to comply with an Authorized Purpose or who is not an Authorized User, and used or disclosed Texas HHS Confidential Information in violation of the DUA, the Base Contract or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: i. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require updates to policies, procedures and plans following major 0 No changes with use or disclosure of Texas HHS Confidential Information within 60 days of identification of a need for update? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page S of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E j. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that restrict permissions or attempts to re-identify or further identify 0 No de-identified Texas HHS Confidential Information, or attempt to contact any Individuals whose records are contained in the Texas HHS Confidential Information, except for an Authorized Purpose, without express written authorization from a Texas HHS agency or as expressly permitted by the Base Contract? Action Plan for Compliance with a Timeline: Compliance Date: k. If Applicant/Bidder intends to use, disclose, create, maintain, store or transmit Texas HHS 0 Yes Confidential Information outside of the United States, will Applicant/Bidder obtain the 0 No express prior written permission from the Texas HHS agency and comply with the Texas HHS agency conditions for safeguarding offshore Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: I. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that require cooperation with Texas HHS agencies' or federal regulatory inspections, 0 No audits or investigations related to compliance with the DUA or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: m. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require appropriate standards and methods to destroy or dispose of 0 No Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: n. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that prohibit disclosure of Applicant/Bidder's work product done on behalf of Texas HHS 0 No pursuant to the DUA, or to publish Texas HHS Confidential Information without express prior approval of the Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder have a current Workforce training program? 0 Yes Training of Workforce must occur at least once every year,and within 30 days of date of hiring a new 0 No Workforce memberwho will handle Texas HHS Confidential Information.Training must include: (1)privacy and security policies,procedures,plans and applicable requirements for handling Texas HHS Confidential Information, (2) a requirement to complete training before access is given to Texas HHS Confidential Information,and(3)written proof of training and a procedure for monitoring timely completion of training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 6 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder have Privacy Safeguards to protect Texas HHS Confidential 0 Yes Information in oral, paper and/or electronic form? 0 No "Privacy Safeguards" means protection of Texas HHS Confidential Information by establishing, implementing and maintaining required Administrative, Physical and Technical policies,procedures,processes and controls, required by the DUA, HIPAA(45 CFR 164.530),Social Security Administration, Medicaid and laws,rules or regulations, as applicable.Administrative safeguards include administrative protections, policies and procedures for matters such as training, provision of access,termination,and review of safeguards, incident management,disaster recovery plans, and contract provisions.Technical safeguards include technical protections, policies and procedures,such as passwords, logging,emergencies,how paper is faxed or mailed, and electronic protections such as encryption of data. Physical safeguards include physical protections, policies and procedures,such as locks,keys, physical access, physical storage and trash. Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder and all subcontractors (if applicable) maintain a current list of 0 Yes Authorized Users who have access to Texas HHS Confidential Information, whether oral, 0 No written or electronic? Action Plan for Compliance with a Timeline: Compliance Date: S. Does Applicant/Bidder and all subcontractors (if applicable) monitor for and remove 0 Yes terminated employees or those no longer authorized to handle Texas HHS 0 No Confidential Information from the list of Authorized Users? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 7 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E SECTIOR C: r ARAUYSIS AnD1 • be completed by Applicant/Bidder) This section is about your electronic system. If your business DOES NOT store, access, or No Electronic transmit Texas HHS Confidential Information in electronic systems (e.g., laptop, personal Systems use computer, mobile device, database, server, etc.) select the box to the right, and ❑ "YES" will be entered for all questions in this section. For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related items is 30 calendar days, P11-related items is 90 calendar days. 1. Does the Applicant/Bidder ensure that services which access, create, disclose, receive, 0 Yes transmit, maintain, or store Texas HHS Confidential Information are maintained IN the 0 No United States (no offshoring) unless ALL of the following requirements are met? a. The data is encrypted with FIPS 140-2 validated encryption b. The offshore provider does not have access to the encryption keys c. The Applicant/Bidder maintains the encryption key within the United States d. The Application/Bidder has obtained the express prior written permission of the Texas HHS agency For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc.nist.gov/puhl ications/fips Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder utilize an IT security-knowledgeable person or company to maintain 0 Yes or oversee the configurations of Applicant/Bidder's computing systems and devices? 0 No Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder monitor and manage access to Texas HHS Confidential Information 0 Yes (e.g., a formal process exists for granting access and validating the need for users to access 0 No Texas HHS Confidential Information, and access is limited to Authorized Users)? Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder a) have a system for changing default passwords, b) require user 0 Yes password changes at least every 90 calendar days, and c) prohibit the creation of weak 0 No passwords (e.g., require a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numerals, where possible) for all computer systems that access or store Texas HHS Confidential Information. If yes, upon request must provide evidence such as a screen shot or a system report. Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 8 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 5. Does each member of Applicant/Bidder's Workforce who will use, disclose, create, receive, 0 Yes transmit or maintain Texas HHS Confidential Information have a unique user name 0 No (account) and private password? Action Plan for Compliance with a Timeline: Compliance Date: 6. Does Applicant/Bidder lock the password after a certain number of failed attempts and 0 Yes after 15 minutes of user inactivity in all computing devices that access or store Texas 0 No HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 7. Does Applicant/Bidder secure, manage and encrypt remote access (including wireless 0 Yes access) to computer systems containing Texas HHS Confidential Information? (e.g., a formal 0 No process exists for granting access and validating the need for users to remotely access Texas HHS Confidential Information, and remote access is limited to Authorized Users). Encryption is required for all Texas HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: htto:11csrc.Hist.gov/publications/figs Action Plan for Compliance with a Timeline: Compliance Date: 8. Does Applicant/Bidder implement computer security configurations or settings for all 0 Yes computers and systems that access or store Texas HHS Confidential Information? 0 No (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit exploitation opportunities for hackers or intruders, etc.) Action Plan for Compliance with a Timeline: Compliance Date: 9. Does Applicant/Bidder secure physical access to computer, paper, or other systems 0 Yes containing Texas HHS Confidential Information from unauthorized personnel and theft 0 No (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.)? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 9 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 10. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0 Yes Information that is transmitted over a public network (e.g., the Internet, WiFi, etc.)? 0 No If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data,Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://Csrc.nist.pov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0 Yes Information stored on end user devices (e.g., laptops, USBs, tablets, smartphones, external 0 No hard drives, desktops, etc.)? If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all Texas HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CIIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: htto://csrcnist.pov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 12. Does Applicant/Bidder require Workforce members to formally acknowledge rules outlining 0 Yes their responsibilities for protecting Texas HHS Confidential Information and associated 0 No systems containing HHS Confidential Information before their access is provided? Action Plan for Compliance with a Timeline: Compliance Date: 13. Is Applicant/Bidder willing to perform or submit to a criminal background check on 0 Yes Authorized Users? 0 No Action Plan for Compliance with a Timeline: Compliance Date: 14. Does Applicant/Bidder prohibit the access, creation, disclosure, reception, transmission, 0 Yes maintenance, and storage of Texas HHS Confidential Information with a subcontractor 0 No (e.g., cloud services, social media, etc.) unless Texas HHS has approved the subcontractor agreement which must include compliance and liability clauses with the same requirements as the Applicant/Bidder? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 10 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 15. Does Applicant/Bidder keep current on security updates/patches (including firmware, 0 Yes software and applications) for computing systems that use, disclose, access, create, 0 No transmit, maintain or store Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 16. Do Applicant/Bidder's computing systems that use, disclose, access, create, transmit, 0 Yes maintain or store Texas HHS Confidential Information contain up-to-date anti- 0 No malware and antivirus protection? Action Plan for Compliance with a Timeline: Compliance Date: 17. Does the Applicant/Bidder review system security logs on computing systems that access 0 Yes or store Texas HHS Confidential Information for abnormal activity or security concerns on 0 No a regular basis? Action Plan for Compliance with a Timeline: Compliance Date: 18. Notwithstanding records retention requirements, does Applicant/Bidder's disposal 0 Yes processes for Texas HHS Confidential Information ensure that Texas HHS Confidential 0 No Information is destroyed so that it is unreadable or undecipherable? Action Plan for Compliance with a Timeline: Compliance Date: 19. Does the Applicant/Bidder ensure that all public facing websites and mobile 0 Yes applications containing Texas HHS Confidential Information meet security testing 0 No standards set forth within the Texas Government Code (TGC), Section 2054.516; including requirements for implementing vulnerability and penetration testing and addressing identified vulnerabilities? For more information regarding TGC,Section 2054.516 DATA SECURITY PLAN FOR ONLINE AND MOBILE APPLICATIONS,please refer to: https://leaiscon.com/TX/textlHB8/2017 Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 11 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E SECTION D: SIGNATURE AND SUBMISSION (to be completed by Applicant/Bidder) Please sign the form digitally, if possible. If you can't, provide a handwritten signature. 1. 1 certify that all of the information provided in this form is truthful and correct to the best of my knowledge. If I learn that any such information was not correct, I agree to notify Texas HHS of this immediately. 2. Signature 3.Title 4. Date: Public Health Director To submit the completed,signed form: • Email the form as an attachment to the appropriate Texas HHS Contract Manager(s). AgencySection E:To Be Completed by Texas HHS Agency(s): Requesting Department(s): HHSC: DFPS: DSHS:❑ Legal Entity Tax Identification Number (TIN) (Last four Only): PO/Contract(s)#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 12 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6nma i Kul.i iu VJ3rurf. LUID IrLr i nmu THE SECURITY AND PRIVACY INQUIRY(SPI) Below are instructions for Applicants, Bidders and Contractors for Texas Health and Human Services requiring the Attachment 2, Security and Privacy Inquiry (SPI) to the Data Use Agreement (DUA). Instruction item numbers below correspond to sections on the SPI form. If you are a bidder for a new procurement/contract, in order to participate in the bidding process,you must have corrected any"No" responses(except Aga) prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected any"No" answers(except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A. APPLICANT/BIDDER INFORMATION Item#1. Only contractors that access, transmit,store, and/or maintain Texas HHS Confidential Information will complete and email this form as an attachment to the appropriate Texas HHS Contract Manager. Item#2.Entity orApplicant/Bidder Legal Name. Provide the legal name of the business(the name used for legal purposes, like filing a federal or state tax form on behalf of the business, and is not a trade or assumed named"dba"), the legal tax identification number(last four numbers only)of the entity or applicant/bidder, the address of the corporate or main branch of the business, the telephone number where the business can be contacted regarding questions related to the information on this form and the website of the business,if a website exists. Item#3.Number of Employees, at all locations,in Applicant/Bidder's workforce. Provide the total number of individuals, including volunteers,subcontractors, trainees, and other persons who work for the business. If you are the only employee,please answer"1." Item#4.Number of Subcontractors. Provide the total number of subcontractors working for the business. If you have none,please answer"0"zero. Item#S. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to handle HHS Confidential Information during one year. Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Texas HHS Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#S.Name of Information Technology Security Official and Name of Privacy Official forApplicant/Bidder.As with all other fields on the SPI, this is a required field. This may be the same person and the owner of the business if such person has the security and privacy knowledge that is required to implement the requirements of the DUA and respond to questions related to the SPI. In 4.A. provide the name, address, telephone number, and email address of the person whom you have designated to answer any security questions found in Section C and in 4.B. provide this information for the person whom you have designated as the person to answer any privacy questions found in Section B. The business may contract out for this expertise;however, designated individual(s)must have knowledge of the business's devices,systems and methods for use, disclosure, creation, receipt, transmission and maintenance of Texas HHS Confidential Information and be willing to be the point of contact for privacy and security questions. Item#6. Type(s)of HHS Confidential Information the Entity orApplicant/Bidder Will Create, Receive,Maintain, Use, Disclose or Have Access to: Provide a complete listing of all Texas HHS Confidential Information that the Contractor will create, receive, maintain, use, disclose or have access to. The DUA section Article 2, Definitions, defines Texas HHS Confidential Information as: "Confidential Information"means any communication or record(whether oral, written, electronically stored or transmitted, or in any other form)provided to or made available to CONTRACTOR or that CONTRACTOR may create, receive, maintain, use, disclose or have access to on behalf of Texas HHS that consists of or includes any or all of the following: (1) Client Information; (2)Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information; (3)Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 13 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (4]reaeral iax rnlormarion; (5)Personally Identifiable Information; (6)Social Security Administration Data, including, without limitation, Medicaid information; (7)All privileged work product; (8)All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health&Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. Definitions for the following types of confidential information can be found the following sites: • Health Insurance Portability and Accountability Act(HIPAA)-http://www.hhs.govlhipaalindex.html • Criminal Justice Information Services(CJIS)-https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center • Internal Revenue Service Federal Tax Information(IRS FTI)-https.11www.irs.gov/pub/irs-pdflp1075.pdf • Centers for Medicare& Medicaid Services(CMS)-https.11www.cros.gov/Regulations-and-Guidance/Regulations-and- Guidance.html •Social Security Administration (SSA)-https.11www.ssa.gov/regulations/ • Personally Identifiable Information (PII)-http://csrc.nist.govlpublicationslnistpubs/800-1221sp800-122.pdf Item#7.Number of Storage devices for Texas HHS Confidential Information. The total number of devices is automatically calculated by exiting the fields in lines a-d. Use the<Tab>key when exiting the field to prompt calculation, if it doesn't otherwise sum correctly. • Item 7a.Devices. Provide the number of personal user computers, devices, and drives(including mobile devices,laptops, USB drives, and external drives)on which your business stores or will store Texas HHS Confidential Information. • Item 7b.Servers. Provide the number of servers not housed in a data center or "in the cloud,"on which Texas HHS Confidential Information is stored or will be stored.A server is a dedicated computer that provides data or services to other computers. It may provide services or data to systems on a local area network(LAN)or a wide area network(WAN)over the Internet. If none, answer"0"(zero). • Item 7c. Cloud Services. Provide the number of cloud services to which Texas HHS Confidential Information is stored. Cloud Services involve using a network of remote servers hosted on the Internet to store, manage, and process data, rather than on a local server or a personal computer. If none, answer"0"(zero.) • Item 7d. Data Centers. Provide the number of data centers in which you store Texas HHS Confidential Information.A Data Center is a centralized repository, either physical or virtual,for the storage,management, and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. If none, answer"0"(zero). Item#8. Number of unduplicated individuals for whom the Applicant/Bidder reasonably expects to handle Texas HHS Confidential Information during one year.Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#9. HIPAA Business Associate Agreement. • Item#9a. Answer "Yes"if your business will use, disclose, create, receive, transmit, or store information relating to a client/consumer's healthcare on behalf of the Department of State Health Services, the Department of Disability and Aging Services, or the Health and Human Services Commission for treatment, payment, or operation of Medicaid or Medicaid clients. If your contract does not include HIPAA covered information, respond"no."If"no,"a compliance plan is not required. • Item#9b. Answer "Yes"if your business has a notice of privacy practices(a document that explains how you protect and use a client/consumer's healthcare information) displayed either on a website(if one exists for your business)or in your place of business(if that location is open to clients/consumers or the public). If your contract does not include HIPAA covered information, respond"N/A." Item#10. Subcontractors. If your business responded"0"to question 4 (number of subcontractors),Answer "N/A"to Items 10a and 10b to indicate not applicable. • Item#10a.Answer "Yes"if your business requires that all subcontractors sign Attachment 1 of the DUA. • Item#10b.Answer "Yes"if your business obtains Texas HHS approval before permitting subcontractors to handle Texas HHS Confidential Information on your business's behalf. Item#11. Optional Insurance.Answer "yes"if applicant has optional insurance in place to provide coverage for a Breach or any Texas HHS System-Data Use Agreement-Attachment 2: Page 14 of 18 SPI Version 2.1 (06/2018) SECURITY AND PRIVACY INQUIRY(SPI) g DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E other situations usted In tn/s question. IJ you are not required to have this optional coverage, answer NIA"A compliance plan is not required. SECTION B. PRIVACY RISK ANALYSIS AND ASSESSMENT Reasonable and appropriate written Privacy and Security policies and procedures are required, even for sole proprietors who are the only employee,to demonstrate how your business will safeguard Texas HHS Confidential Information and respond in the event of a Breach of Texas HHS Confidential Information.To ensure that your business is prepared, all of the items below must be addressed in your written Privacy and Security policies and procedures. Item#1. Answer "Yes" if you have written policies in place for each of the areas (a-o). • Item#1a. Answer"yes" if your business has written policies and procedures that identify everyone, including subcontractors,who are authorized to use Texas HHS Confidential Information.The policies and procedures should also identify the reason why these Authorized Users need to access the Texas HHS Confidential Information and this reason must align with the Authorized Purpose described in the Scope of Work or description of services in the Base Contract with the Texas HHS agency. • Item#1b. Answer "Yes" if your business has written policies and procedures that require your employees(including yourself),your volunteers, your trainees, and any other persons whose work you direct,to comply with the requirements of HIPAA, if applicable, and other confidentiality laws as they relate to your handling of Texas HHS Confidential Information. Refer to the laws and rules that apply, including those referenced in the DUA and Scope of Work or description of services in the Base Contract. • Item#1c. Answer "Yes" if your business has written policies and procedures that limit the Texas HHS Confidential Information you disclose to the minimum necessary for your workforce and subcontractors (if applicable)to perform the obligations described in the Scope of Work or service description in the Base Contract. (e.g., if a client/consumer's Social Security Number is not required for a workforce member to perform the obligations described in the Scope of Work or service description in the Base Contract,then the Social Security Number will not be given to them.) If you are the only employee for your business, policies and procedures must not include a request for, or use of, Texas HHS Confidential Information that is not required for performance of the services. • Item #id. Answer "Yes" if your business has written policies and procedures that explain how your business would respond to an actual or suspected breach of Texas HHS Confidential Information. The written policies and procedures, at a minimum, must include the three items below. If any response to the three items below are no, answer"no." O Item#1di. Answer "Yes" if your business has written policies and procedures that require your business to immediately notify Texas HHS,the Texas HHS Agency, regulatory authorities, or other required Individuals or Authorities of a Breach as described in Article 4, Section 4 of the DUA. Refer to Article 4, Section 4.01: Initial Notice of Breach must be provided in accordance with Texas HHS and DUA requirements with as much information as possible about the Event/Breach and a name and contact who will serve as the single point of contact with HHS both on and off business hours. Time frames related to Initial Notice include: • within one hour of Discovery of an Event or Breach of Federal Tax Information,Social Security Administration Data, or Medicaid Client Information • within 24 hours of all other types of Texas HHS Confidential Information 48-hour Formal Notice must be provided no later than 48 hours after Discovery for protected health information, sensitive personal information or other non-public information and must include applicable information as referenced in Section 4.01 (C)2. of the DUA. O Item#1dii. Answer "Yes" if your business has written policies and procedures require you to have and follow a written breach response plan as described in Article 4 Section 4.02 of the DUA. O Item#ldiii.Answer "Yes" if your business has written policies and procedures require you to notify Reporting Authorities and Individuals whose Texas HHS Confidential Information has been breached as described in Article 4 Section 4.03 of the DUA. • Item#1e. Answer "Yes" if your business has written policies and procedures requiring annual training of your entire workforce on matters related to confidentiality, privacy, and security, stressing the importance of promptly reporting any Event or Breach, outlines the process that you will use to require attendance and track completion for employees who failed to complete annual training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 1S of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E • Item#if. Answer "Yes" if your business has written policies and procedures requiring you to allow individuals (clients/consumers)to access their individual record of Texas HHS Confidential Information, and allow them to amend or correct that information, if applicable. • Item#1g. Answer "Yes" if your business has written policies and procedures restricting access to Texas HHS Confidential Information to only persons who have been authorized and trained on how to handle Texas HHS Confidential Information • Item#1h. Answer "Yes" if your business has written policies and procedures requiring sanctioning of any subcontractor, employee,trainee, volunteer, or anyone whose work you direct when they have accessed Texas HHS Confidential Information but are not authorized to do so, and that you have a method of proving that you have sanctioned such an individuals. If you are the only employee, you must demonstrate how you will document the noncompliance, update policies and procedures if needed, and seek additional training or education to prevent future occurrences. • Item#11. Answer "Yes" if your business has written policies and procedures requiring you to update your policies within 60 days after you have made changes to how you use or disclose Texas HHS Confidential Information. • Item#1j. Answer"Yes" if your business has written policies and procedures requiring you to restrict attempts to take de-identified data and re-identify it or restrict any subcontractor, employee,trainee, volunteer, or anyone whose work you direct,from contacting any individuals for whom you have Texas HHS Confidential Information except to perform obligations under the contract, or with written permission from Texas HHS. • Item#1k.Answer "Yes" if your business has written policies and procedures prohibiting you from using, disclosing, creating, maintaining, storing or transmitting Texas HHS Confidential Information outside of the United States. • Item#11. Answer "Yes" if your business has written policies and procedures requiring your business to cooperate with HHS agencies or federal regulatory entities for inspections, audits, or investigations related to compliance with the DUA or applicable law. • Item#1m. Answer"Yes" if your business has written policies and procedures requiring your business to use appropriate standards and methods to destroy or dispose of Texas HHS Confidential Information. Policies and procedures should comply with Texas HHS requirements for retention of records and methods of disposal. • Item#1n. Answer"Yes" if your business has written policies and procedures prohibiting the publication of the work you created or performed on behalf of Texas HHS pursuant to the DUA, or other Texas HHS Confidential Information,without express prior written approval of the HHS agency. Item#2. Answer"Yes" if your business has a current training program that meets the requirements specified in the SPI for you, your employees, your subcontractors,your volunteers, your trainees, and any other persons under you direct supervision. Item#3. Answer "Yes" if your business has privacy safeguards to protect Texas HHS Confidential Information as described in the SPI. Item#4. Answer"Yes" if your business maintains current lists of persons in your workforce, including subcontractors (if applicable),who are authorized to access Texas HHS Confidential Information. If you are the only person with access to Texas HHS Confidential Information, please answer"yes." Item#5.Answer"Yes" if your business and subcontractors(if applicable) monitor for and remove from the list of Authorized Users, members of the workforce who are terminated or are no longer authorized to handle Texas HHS Confidential Information. If you are the only one with access to Texas HHS Confidential Information, please answer"Yes." SECTION C. SECURITY RISK ANALYSIS AND ASSESSMEW This section is about your electronic systems. If you DO NOT store Texas HHS Confidential Information in electronic systems (e.g., laptop, personal computer, mobile device, database, server, etc.), select the "No Electronic Systems" box and respond "Yes"for all questions in this section. Item#1. Answer "Yes" if your business does not"offshore" or use, disclose, create, receive,transmit or maintain Texas HHS Confidential Information outside of the United States. If you are not certain, contact your provider of technology services (application, cloud, data center, network,etc.)and request confirmation that they do not off- shore their data. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 16 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E item Rz.Answer "Yes" it your business uses a person or company who is knowledgeable in IT security to maintain or oversee the configurations of your business's computing systems and devices.You may be that person, or you may hire someone who can provide that service for you. Item#3. Answer "Yes" if your business monitors and manages access to Texas HHS Confidential Information (i.e., reviews systems to ensure that access is limited to Authorized Users; has formal processes for granting,validating, and reviews the need for remote access to Authorized Users to Texas HHS Confidential Information, etc.). If you are the only employee, answer"Yes" if you have implemented a process to periodically evaluate the need for accessing Texas HHS Confidential Information to fulfill your Authorized Purposes. Item#4.Answer "Yes" if your business has implemented a system for changing the password a system initially assigns to the user (also known as the default password), and requires users to change their passwords at least every 90 days, and prohibits the creation of weak passwords for all computer systems that access or store Texas HHS Confidential Information (e.g., a strong password has a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numbers, where possible). If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/password-policy Item#5.Answer"Yes" if your business assigns a unique user name and private password to each of your employees, your subcontractors, your volunteers,your trainees and any other persons under your direct control who will use, disclose, create, receive,transmit or maintain Texas HHS Confidential Information. Item #6. Answer "Yes" if your business locks the access after a certain number of failed attempts to login and after 15 minutes of user inactivity on all computing devices that access or store Texas H H S Confidential Information. If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: htt s: docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/account-lockout-policy Item#7. Answer "Yes" if your business secures, manages,and encrypts remote access, such as: using Virtual Private Network(VPN) software on your home computer to access Texas HHS Confidential Information that resides on a computer system at a business location or, if you use wireless, ensuring that the wireless is secured using a password code. If you do not access systems remotely or over wireless,answer"Yes." Item#8. Answer "Yes" if your business updates the computer security settings for all your computers and electronic systems that access or store Texas HHS Confidential Information to prevent hacking or breaches (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit opportunities for hackers or intruders to access your system). For example, Microsoft's Windows security checklist: https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/how-to-con figure-security-policy-settings Item#9. Answer "Yes" if your business secures physical access to computer, paper, or other systems containing Texas HHS Confidential Information from unauthorized personnel and theft (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area,etc.). If you are the only employee and use these practices for your business, answer "Yes." Item#10. Answer "Yes" if your business uses encryption products to protect Texas HHS Confidential Information that is transmitted over a public network(e.g.,the Internet,WIFI, etc.) or that is stored on a computer system that is physically or electronically accessible to the public(FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare& Medicaid Services (CMS) data.) For more information regarding FIPS 140-2 encryption products, please refer to: http://csrc.nist.gov/publications/fips). Item#11.Answer "Yes" if your business stores Texas HHS Confidential Information on encrypted end-user electronic devices (e.g., laptops, USBs,tablets, smartphones, external hard drives, desktops, etc.)and can produce evidence of the encryption, such as, a screen shot or a system report(FIPS 140-2 encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data). For more information regarding FIPS 140-2 validated encryption products, please refer to: http://Csrc.nist.gov/publicationslfips). If you do not utilize end-user electronic devices for storing Texas HHS Confidential Information, answer"Yes." SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 17 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Item#12. Answer "Yes" if your business requires employees,volunteers, trainees and other workforce members to sign a document that clearly outlines their responsibilities for protecting Texas HHS Confidential Information and associated systems containing Texas HHS Confidential Information before they can obtain access. If you are the only employee answer "Yes" if you have signed or are willing to sign the DUA, acknowledging your adherence to requirements and responsibilities. Item#13. Answer "Yes" if your business is willing to perform a criminal background check on employees, subcontractors, volunteers, or trainees who access Texas HHS Confidential Information. If you are the only employee, answer "Yes" if you are willing to submit to a background check. Item#14. Answer "Yes" if your business prohibits the access, creation, disclosure, reception,transmission, maintenance, and storage of Texas HHS Confidential Information on Cloud Services or social media sites if you use such services or sites, and there is a Texas HHS approved subcontractor agreement that includes compliance and liability clauses with the same requirements as the Applicant/Bidder. If you do not utilize Cloud Services or media sites for storing Texas HHS Confidential Information, answer"Yes." Item#15.Answer "Yes" if your business keeps current on security updates/patches (including firmware, software and applications)for computing systems that use, disclose, access, create,transmit, maintain or store Texas HHS Confidential Information. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example: h ttps://portal.msrc.microsoft.com/en-us/ Item#16. Answer "Yes" if your business's computing systems that use, disclose, access, create,transmit, maintain or store Texas HHS Confidential Information contain up-to-date anti-malware and antivirus protection. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/ Item #17. Answer "Yes" if your business reviews system security logs on computing systems that access or store Texas HHS Confidential Information for abnormal activity or security concerns on a regular basis. If you use a Microsoft Windows system, refer to the Microsoft website for ensuring your system is logging security events, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/auditing/basic-security-audit-policies Item#18. Answer "Yes" if your business disposal processes for Texas HHS Confidential Information ensures that Texas HHS Confidential Information is destroyed so that it is unreadable or undecipherable. Simply deleting data or formatting the hard drive is not enough; ensure you use products that perform a secure disk wipe. Please see NIST SP 800-88 R1, Guidelines for Media Sanitization and the applicable laws and regulations for the information type for further guidance. Item#19.Answer"Yes" if your business ensures that all public facing websites and mobile applications containing HHS Confidential Information meet security testing standards set forth within the Texas Government Code (TGC), Section 2054.516 SECTION D. SIGNATURE AND SUBMISSION Click on the signature area to digitally sign the document. Email the form as an attachment to the appropriate Texas HHS Contract Manager. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 18 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT G TE XAS 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 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E CONTENTS 1. ELECTRICAL ITEMS........................................................................................................3 2. DISASTER SERVICES .......................................................................................................3 3. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY....................................................................................................................3 4. INTERIM EXTENSION AMENDMENT..........................................................................4 5. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS....................4 6. NOTICE OF GRANT AGREEMENT/CONTRACT ACTION.......................................4 7. NOTICE OF BANKRUPTCY............................................................................................. 5 8. NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL................. 5 9. BYRD ANTI-LOBBYING AMENDMENT....................................................................... 5 10. CLEAN AIR ACT and FEDERAL WATER POLLUTION ACT......... ................5 11. COMPLIANCE WITH LAWS,RULES,AND REQUIREMENTS................................5 12. DISCLOSURE OF VIOLATIONS OF FEDERAL CRIMINAL LAW.......................... 5 13. EXCLUDED PARTIES........................................................................................................6 14. NO CONFLICTS OF INTEREST (FEDERAL)................................................................ 6 15. OPEN MEETINGS............................................................................................................... 6 16. RECORDS RETENTION (FEDERAL)............................................................................. 6 17. SUBAWARD MONITORING............................................................................................. 6 Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 2 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ADDITIONAL PROVISIONS The terms and conditions of these Additional Provisions are incorporated into and made a part of the Grant Agreement. Terms included in these Additional Provisions and not otherwise defined have the meanings assigned to them in HHS UNIFORM TERMS AND CONDITIONS,ATTACHMENT E. 1. ELECTRICAL ITEMS All electrical items purchased under this Grant Agreement or used in the performance of approved and eligible grant-funded activities must meet all applicable Occupational Safety and Health Administration (OSHA) standards and regulations, and bear the appropriate listing from Underwriters Laboratory (UL), Factory Mutual Resource Corporation (FMRC), or National Electrical Manufacturers Association (NEMA). 2. DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster declared by the appropriate federal official, Grantee/Contractor may be called upon to assist the System Agency in providing the following services: i. Community evacuation; ii. Health and medical assistance; iii. Assessment of health and medical needs; iv. Health surveillance; v. Medical care personnel; vi. Health and medical equipment and supplies; vii. Patient evacuation; viii. In-hospital care and hospital facility status; ix. Food, drug and medical device safety; x. Worker health and safety; xi. Mental health and substance abuse; xii. Public health information; xiii. Vector control and veterinary services; and xiv. Victim identification and mortuary services. 3. 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. Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 3 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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. 4. INTERIM EXTENSION AMENDMENT A. Prior to or on the expiration date of this Grant Agreement, the Parties agree that this Grant Agreement can be extended as provided under this section. B. The System Agency shall provide written notice of interim extension amendment to the Grantee under one of the following circumstances: i. Continue provision of services in response to a disaster declared by the governor; or ii. To ensure that services are provided to clients without interruption. C. The System Agency will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. D. Grantee will provide and invoice for services in the same manner that is stated in the Grant Agreement. E. An interim extension under subsection (B)(i) of this section shall extend the term of the Grant Agreement not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. F. An interim extension under subsection (B)(i)of this section shall be a one-time extension for a period of time determined by the System Agency. 5. 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 Grant Agreement 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. 6. 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; Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 4 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E iv. Date of suspension or termination; and v. Grant agreement/contract or case reference number. 7. 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. 8. 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. 9. BYRD ANTI-LOBBYING AMENDMENT Grantee certifies that no federal appropriated funds have been paid or will be paid to any persons or organization 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 on its behalf to obtain, extend, or modify this contract or grant. If non-federal funds are used by Grantee to conduct such lobbying activities, Grantee shall promptly file the prescribed disclosure form. In accordance with 31 U.S.C. §1352(b)(5), Grantee acknowledges and agrees that it is responsible for ensuring that each subrecipient and subcontractor certifies its compliance with the expenditures prohibition and the declaration requirement. 10. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT Grantee represents and warrants that it will comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act(42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). 11. COMPLIANCE WITH LAWS,RULES,AND REQUIREMENTS Grantee represents and warrants that it will comply, and assure the compliance of all its subrecipients and contractors, with all applicable federal and state laws, rules, regulations, and policies in effect or hereafter established. In addition, Grantee represents and warrants that it will comply with all requirements imposed by the awarding agency concerning special requirements of law,program requirements, and other administrative requirements. In instances where multiple requirements apply to Grantee, the more restrictive requirement applies. 12. DISCLOSURE OF VIOLATIONS OF FEDERAL CRIMINAL LAW Health and Human Services Additional Provisions V.1.0-Grant Funding Effective: February 2021 Page 5 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Grantee represents and warrants its compliance with 2 CFR §200.113 which requires the disclosure in writing of violations of federal criminal law involving fraud, bribery, and gratuity and the reporting of certain civil, criminal, or administrative proceedings to SAM. 13. EXCLUDED PARTIES Grantee certifies that it is not listed in the prohibited vendors list authorized by Executive Order No. 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism"published by the United States Department of Treasury, Office of Foreign Assets Control. 14. NO CONFLICTS OF INTEREST(FEDERAL) Grantee represents and warrants its compliance with the Federal awarding agency's conflict of interest policies in accordance with 2 CFR § 200.112. 15. OPEN MEETINGS If the Grantee is a governmental entity, Grantee represents and warrants its compliance with Chapter 551 of the Texas Government Code which requires all regular, special, and called meetings of a governmental body to be open to the public, except as otherwise provided by law. 16. RECORDS RETENTION(FEDERAL) Grantee represents and warrants its compliance with the records retention requirements of 2 CFR §200.333. System Agency reserves the right to direct Grantee to retain documents for a longer period of time or transfer certain records to System Agency's custody when it is determined the records possess longer term retention value. Grantee must include the substance of this clause in all subaward and subcontracts. 17. SUBAWARD MONITORING Grantee represents and warrants that it will monitor the activities of the subrecipient as necessary to ensure that the subaward is used for authorized purposes, in compliance with applicable statutes, regulations, and the terms and conditions of the subaward, and that subaward performance goals are achieved. Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 6 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 7 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E OMB Number:4040-0007 Expiration Date: 02/28/2025 ASSURANCES - NON-CONSTRUCTION PROGRAMS Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden,to the Office of Management and Budget, Paperwork Reduction Project(0348-0040),Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: 1. Has the legal authority to apply for Federal assistance Act of 1973, as amended(29 U.S.C. §794), which and the institutional, managerial and financial capability prohibits discrimination on the basis of handicaps; (d) (including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975, as amended(42 U. of project cost)to ensure proper planning, management S.C. §§6101-6107), which prohibits discrimination on and completion of the project described in this the basis of age; (e)the Drug Abuse Office and application. Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug 2. Will give the awarding agency, the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and of the United States and, if appropriate, the State, Alcoholism Prevention, Treatment and Rehabilitation through any authorized representative, access to and Act of 1970(P.L. 91-616), as amended, relating to the right to examine all records, books, papers, or nondiscrimination on the basis of alcohol abuse or documents related to the award; and will establish a alcoholism; (g)§§523 and 527 of the Public Health proper accounting system in accordance with generally Service Act of 1912(42 U.S.C. §§290 dd-3 and 290 accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h)Title VIII of the Civil 3. Will establish safeguards to prohibit employees from Rights Act of 1968(42 U.S.C. §§3601 et seq.), as using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale, presents the appearance of personal or organizational rental or financing of housing; (i) any other conflict of interest, or personal gain. nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being 4. Will initiate and complete the work within the applicable made; and, (j)the requirements of any other time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the agency. application. 5. Will comply with the Intergovernmental Personnel Act of 7. Will comply, or has already complied, with the 1970 (42 U.S.C. §§4728-4763) relating to prescribed requirements of Titles II and III of the Uniform standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition Policies Act of 1970(P.L. 91-646)which provide for one of the 19 statutes or regulations specified in fair and equitable treatment of persons displaced or Appendix A of OPM's Standards for a Merit System of whose property is acquired as a result of Federal or Personnel Administration (5 C.F.R. 900, Subpart F). federally-assisted programs. These requirements apply to all interests in real property acquired for 6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in nondiscrimination. These include but are not limited to: purchases. (a)Title VI of the Civil Rights Act of 1964(P.L. 88-352) which prohibits discrimination on the basis of race, color 8. Will comply, as applicable, with provisions of the or national origin; (b)Title IX of the Education Hatch Act(5 U.S.C. §§1501-1508 and 7324-7328) Amendments of 1972, as amended(20 U.S.C.§§1681- which limit the political activities of employees whose 1683, and 1685-1686), which prohibits discrimination on principal employment activities are funded in whole the basis of sex; (c) Section 504 of the Rehabilitation or in part with Federal funds. Previous Edition Usable Standard Form 424B(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 9. Will comply, as applicable, with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act(40 U.S.C. §§276a to 276a-7), the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended(16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act(40 U.S.C. §§327- (identification and protection of historic properties), and 333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974(16 U.S.C. §§469a-1 et seq.). 10. Will comply, if applicable, with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of requirements of Section 102(a) of the Flood Disaster human subjects involved in research, development, and Protection Act of 1973(P.L. 93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15� Will comply with the Laboratory Animal Welfare Act of insurable construction and acquisition is$10,000 or more. 1966(P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research, teaching, or prescribed pursuant to the following: (a) institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO) 11514; (b) notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which facilities pursuant to EO 11738; (c) protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990; (d) evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988; (e)assurance of 17 Will cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133, Act of 1972(16 U.S.C. §§1451 et seq.); (f) conformity of "Audits of States, Local Governments, and Non-Profit Federal actions to State(Clean Air) Implementation Plans Organizations." under Section 176(c)of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g) protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws, executive orders, regulations, and policies Drinking Water Act of 1974, as amended (P.L. 93-523); governing this program. and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93- 19. Will comply with the requirements of Section 106(g) of 205). the Trafficking Victims Protection Act(TVPA)of 2000, as amended (22 U.S.C. 7104)which prohibits grant award 12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from (1) Engaging in severe 1968(16 U.S.C. §§1271 et seq.) related to protecting forms of trafficking in persons during the period of time components or potential components of the national that the award is in effect(2) Procuring a commercial wild and scenic rivers system. sex act during the period of time that the award is in effect or(3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE Public Health Director APPLICANT ORGANIZATION DATE SUBMITTED Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans,and Cooperative Agreements The undersigned certifies,to the best of his or her knowledge and belief,that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement, and the extension,continuation,renewal,amendment,or modification of any Federal contract,grant, loan,or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states,to the best of his or her knowledge and belief,that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. •APPLICANT'S ORGANIZATION •PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: I 'First Name:L Middle Name: •Last Name: Suffix: •Title: SIGNATURE: 'DATE: DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ©Ji'.TEXAS Department of State Texas De 1C`e: HealthanclHuman p Services Health Services Fiscal Federal Funding Accountability and Transparency Act (FFATA) The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact: (Name, Email and Phone Number): Primary Address of Contractor: Zip Code: 9-digits required www.usos.com Unique Entity ID (UEI):This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.nov (VIN) - 14 digits: Printed Name of Authorized Representative: Signature of Authorized Representative Title of Authorized Representative Date Signed 1 Department of State Health Services Form 4734-April 2022 Contract Management Section DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete, and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? Yes No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? Yes ❑ No ❑ B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? Yes ❑ No ❑ If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes ❑ No ❑ If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: 2 Department of State Health Services Form 4734—April 2022 Contract Management Section DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E TEVS 'v Health and Human Texas Department of State Services Health Services Public Health Emergency Preparedness Work Plan and Vulnerable Populations Plan Template Budget Period (BP) 5- FY24 Term: 7/1/2023- 6/30/2024 Due: February 3 Local Health Department/Jurisdiction: Corpus Christi-Nueces County Public Health District. Report Completed by: Moriam Ojelade Email: moriamo@cctexas.com Phone: 361-826-7251 Instructions: This template should be used to outline the work plan for Budget Period (BP) 5 - FY24 and provide a general summary of planned activities. Jurisdiction should: • Select three (3) or more capabilities to work on in BP5- FY24. • Develop the work plan by identifying jurisdictional needs within a capability, assessing current resources, and developing a plan to address identified gaps. Work Plan tasks and activities. • Carrying capabilities forward from previous budget periods: Capabilities for BP5- FY24may be the same as prior year selections. If the jurisdiction intends to carry work forward from BP4 - FY23 to BP5 - FY24, please mark this on page 3. • Changing capabilities: Capabilities can be changed during the budget period. If there is a change to capabilities, please email a notification to the PHEP email inbox (PH EP(a-)dshs.texas.gov). • Medical Countermeasures: If Capabilities 8 and/or 9 (medical countermeasures) are selected, jurisdictions must select at least one (1) additional capability. • Complete the Vulnerable Populations Planning Module. Please email the completed jurisdictional work plan to the PHEP email inbox (PHEP@dshs.texas.gov) by 02/03/2023. DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Public Health Emergency Preparedness Work Plan Template Work Plan Executive Summary: Please provide a very brief overview of the jurisdiction's goals for BPS — FY24. • Improve PHEP personnel and supervisor capabilities to lead exercises, evaluate exercises and real emergency events and update/improve emergency plans by completing HSEEP training. • Review and update mass care and mass fatality plans while engaging with local and regional partners that are updating and exercising the same plans. 21 Page DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Capabilities FY23: Please mark the capabilities that were addressed during BP4- FY23 in the column labeled FY23. FY24: Please mark three (3) capabilities that will be addressed during BP5 - FY24 in the column labeled FY24. COVID-19 Carryover: Please mark if capabilities that will be carried over to FY24 due to COVD-19 response activities in the column labeled COVID-19 Carryover. CAPABILITY FY23 FY24 Community Preparedness ❑ ❑ Community Recovery ❑ ❑ Emergency Operations Coordination ❑ 0 Emergency Public Information and Warning ❑ ❑ Fatality Management ❑ 0 Information Sharing ❑ ❑ Mass Care ❑ 0 Medical Countermeasures Dispensing and 0 ❑ Administration Medical Materiel Management and Distribution ❑ ❑ Medical Surge ❑ ❑ Nonpharmaceutical Intervention Public Health Laboratory Testing Public Health Surveillance and Epidemiological 0 Investigation Responder Safety and Health Volunteer Management 0 3 Page DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Capability ❑ Capability 1: Community Preparedness ❑ Capability 2: Community Recovery 0 Capability 3: Emergency Operations Coordination ❑ Capability 4: Emergency Public Information and Warning ❑ Capability 5: Fatality Management ❑ Capability 6: Information Sharing ❑ Capability 7: Mass Care ❑ Capability 8: Medical Countermeasure Dispensing and Administration ❑ Capability 9: Medical Materiel Management and Distribution ❑ Capability 10: Medical Surge ❑ Capability 11: Nonpharmaceutical Interventions ❑ Capability 12: Public Health Laboratory Testing ❑ Capability 13: Public Health Surveillance and Epidemiological Investigation ❑ Capability 14: Responder Safety and Health ❑ Capability 15: Volunteer Management Assessment of Public health personnel supervising the PHEP program, who will current relevant evaluate incident responses, lead exercises, and develop after resources: action reports (AAR) do not have specific training in the Homeland Security Exercise and Evaluation Program (HSEEP) policies and procedures. Identified Need lead PHEP personnel to have adequate knowledge and skill to needs/gaps: evaluate incident responses, lead exercises, develop AARs and update emergency plans with learned improvements, in compliance with HSEEP policies and procedures. Objective(s): PHEP Manager, SNS/MRC Coordinator and Public Health Administrator (Protection) complete HSEEP training course, preferably in person. Outcome(s): Lead PHEP personnel and supervisors can conduct exercises and update emergency response plans competently in compliance with HSEEP policies1procedures. Output(s): Lead PHEP personnel and supervisors are cross trained and able to use the POSTE preparedness cycle to improve emergency plans and ca abilities. Supporting Activities Activity Description Lead Assigned Contributing Consultant Estimated Personnel Partners (if any) Date of (if any) Completion IS.120.A- An Introduction to Moriam June 2024 Exercises Course Ojelade, Denzel Otokunrin, SNS/MRC Coordinator 4 1 Page DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (if filled). IS-130- Exercise Evaluation Moriam June 2024 and Improvement Planning. Ojelade, Denzel Otokunrin, SNS/MRC Coordinator if filled). IS-139- Exercise Design Moriam June 2024 Ojelade, Denzel Otokunrin, SNS/MRC Coordinator if filled). 0146 Homeland Security Moriam June 2024 Exercise and Evaluation Ojelade, Program (HSEEP) Training Denzel Course Otokunrin, SNS/MRC Coordinator if filled). Capability ❑ Capability 1: Community Preparedness ❑ Capability 2: Community Recovery ❑ Capability 3: Emergency Operations Coordination ❑ Capability 4: Emergency Public Information and Warning ❑ Capability 5: Fatality Management ❑ Capability 6: Information Sharing 0 Capability 7: Mass Care ❑ Capability 8: Medical Countermeasure Dispensing and Administration ❑ Capability 9: Medical Materiel Management and Distribution ❑ Capability 10: Medical Surge ❑ Capability 11: Nonpharmaceutical Interventions ❑ Capability 12: Public Health Laboratory Testing ❑ Capability 13: Public Health Surveillance and Epidemiological Investigation ❑ Capability 14: Responder Safety and Health ❑ Capability 15: Volunteer Management Assessment of Mass care support plans have not been reviewed/updated for at current relevant least 5 years. resources: Identified Need to review and update mass care plans while engaging with 5 1 Page DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E needs/gaps: community partners. Objective(s): Engage with local and regional partners in meetings and exercises and use lessons learned/AARs to update mass care support plans. Outcome(s): Improved coordination with community partners that is reflected in our plans. Outputs): Updated mass care support plans. Supporting Activities Activity Description Lead Assigned Contributing Consultant Estimated Personnel Partners (if any) Date of if an Completion Exercise and Update Mass Care Moriam Port of June 2024 plans with community partners Ojelade Corpus Christi and DSHS Region 11 Capability ❑ Capability 1: Community Preparedness ❑ Capability 2: Community Recovery ❑ Capability 3: Emergency Operations Coordination ❑ Capability 4: Emergency Public Information and Warning 0 Capability 5: Fatality Management ❑ Capability 6: Information Sharing ❑ Capability 7: Mass Care ❑ Capability 8: Medical Countermeasure Dispensing and Administration ❑ Capability 9: Medical Materiel Management and Distribution ❑ Capability 10: Medical Surge ❑ Capability 11: Nonpharmaceutical Interventions ❑ Capability 12: Public Health Laboratory Testing ❑ Capability 13: Public Health Surveillance and Epidemiological Investigation ❑ Capability 14: Responder Safety and Health ❑ Capability 15: Volunteer Management Assessment of Mass fatality plans have not been reviewed/updated for at least 5 current relevant years. resources: Identified Collaborate with local and regional partners in meetings and 6 1 Page DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E needs/gaps: exercises and use lessons learned/AARs to update mass care support plans. Objective(s): Participate in local and regional partners meetings and/or exercises and update mass fatality plans with lessons learned/AARs. Outcome(s): Increased preparedness for mass fatalities due to increased rapport with community partners and improved plans. Output(s): Updated mass fatality plans. Supporting Activities Activity Description Lead Assigned Contributing Consultant Estimated Personnel Partners (if any) Date of if an Completion Exercise and Update Mass Care Moriam Port of June 2024 plans with community partners Ojelade Corpus Christi and DSHS Region 11 Capability ❑ Capability 1: Community Preparedness ❑ Capability 2: Community Recovery ❑ Capability 3: Emergency Operations Coordination ❑ Capability 4: Emergency Public Information and Warning ❑ Capability 5: Fatality Management ❑ Capability 6: Information Sharing ❑ Capability 7: Mass Care ❑ Capability 8: Medical Countermeasure Dispensing and Administration ❑ Capability 9: Medical Materiel Management and Distribution ❑ Capability 10: Medical Surge ❑ Capability 11: Nonpharmaceutical Interventions ❑ Capability 12: Public Health Laboratory Testing ❑ Capability 13: Public Health Surveillance and Epidemiological Investigation ❑ Capability 14: Responder Safety and Health ❑ Capability 15: Volunteer Management Assessment of current relevant resources: Identified needs/gaps: Objective(s): 7 Page DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Outcome(s): Output(s): Supporting Activities Activity Description Lead Assigned Contributing Consultant Estimated Personnel Partners (if any) Date of (if any) Completion 81 Page DocuSign Certificate Of Completion Envelope Id: 1B6A2423024B400FB30E58386DC55F9E Status: Sent Subject: Complete with DocuSign: HHS001311200033,Corpus Christi-Nueces County PHD(City), CPS/Hazards Source Envelope: Document Pages: 114 Signatures: 0 Envelope Originator: Certificate Pages:5 Initials: 0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 167.137.1.15 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/31/2023 9:35:08 AM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Fauzia Khan Sent:3/31/2023 9:46:43 AM FauziaK@cctexas.com Viewed: 3/31/2023 10:41:41 AM Public Health Director Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:3/31/2023 10:41:40 AM ID:9527946b-708d-4d59-9e3a-e74289bc5473 Jonah Wilczynski jonah.wilczynski@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:3/31/2023 10:05:20 AM ID:9fc7a299-fe6c-4317-8903-f2ecb1d95750 Patty Melchior Patty.MeIchior@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 Dave Gruber Dave.Gruber@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Leticia Varela Sent:3/31/2023 9:46:42 AM leticiav@cctexas.com ED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox cros.internalrouting@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Fred L.Waterman Fred.Waterman@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 3/31/2023 9:46:42 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:9/14/2020 7:10:18 PM Parties agreed to: Fauzia Khan,Jonah Wilczynski, Patty Melchior ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DSHS Contract Management Section (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Two Reading Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the Public Health Emergency Preparedness ("PHEP") Grant from the Texas Department of State Health Services appropriating $240,003.00 into the Health Grants Fund to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention; and amending the operating budget. City Council May 16, 2023 Background and Staff Recommendation • Hazards-PNEP Grant Program o To be used to provide for personnel costs, supplies, and other expenses to improve the capabilities of the Corpus Christi-Nueces County Public Health District to prepare, respond and recover from natural and man-made disasters, in collaboration with community partners in Nueces County. For surveillance, investigations and reporting of Texas Notifiable Conditions including food-borne, water- borne, zoonotic and multidrug resistant infections for Nueces County residents. o July 1 , 2023 through June 30, 2024 • Total Operating budget is $240,003.00 with zero expected Program Income o There is no fiscal impact. The grant requires $24,000.00 match. All positions are 100% grant funded. • Staff Recommendation: Approval of the two reading ordinance. so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health fauziak(o-)-cctexas.com 361-826-7202 Amendment of the Health Disparities Grant in the amount of an additional $75,000.00, making the total contract value $356,785.00, and appropriation of the funds for the contract period June 1, 2023, through May 31, 2024 CAPTION: Ordinance appropriating $75,000.00 in the Health Grant Fund for an increase in the Health Disparities Grant from the Department of State Health Services (DSHS) to provide community engagement in communities disproportionately impacted by COVID-19 for the period June 1, 2023, through May 31, 2024. SUMMARY: To provide for personnel costs, supplies, and other expenses while offering services and associated activities to assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). BACKGROUND AND FINDINGS: The Texas Department of State Health Services ("DSHS") has awarded a grant contract an extended termination date through May 31, 2024, and an additional $75,000.00, to continue to provide for personnel costs, supplies, and other expenses to ensure community engagement in communities disproportionately impacted by COVID-19 and build sustainable relationships with those communities within the jurisdiction of the CCNCPHD. ALTERNATIVES: Refuse the grant and discontinue offering services to assist communities disproportionately affected by COVID-19. FISCAL IMPACT: This Ordinance appropriates $75,000.00 in the Health Grant Fund for an increase in the Health Disparities Grant. The grant requires no match. All positions are 100% grant funded. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 831841 F Mission Element: 103 COVID19 Response Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001208500001 Ordinance Ordinance appropriating $75,000.00 in the Health Grant Fund for an increase in the Health Disparities Grant from the Department of State Health Services (DSHS) to provide community engagement in communities disproportionately impacted by COVID-19 for the period June 1, 2023, through May 31, 2024. Whereas, the City Manager or designee (Director of the CCNCPHD) is authorized to execute amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and Whereas, the Texas Department of State Health Services has awarded an additional $75,000.00 for Contract No. HHS001208500001 to provide funding in support of assisting communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District. Be it Ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. Funds in the amount of$75,000.00 are appropriated in Health Grants Fund 1066 to support assisting communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District for the period of June 1 , 2023, through May 31 , 2024. SECTION 2. A copy of the executed health grant contract and amendments 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 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS001208500001 AMENDMENT No. 1 The Department of State Health Services ("DSHS") and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) ("Grantee"), Parties to that certain COVID-19 Health Disparities Program Contract, effective September 1, 2022, and denominated as DSHS Contract No. HHS001208500001 (the "Contract"), now want to amend the Contract. Whereas,the Parties want to extend the term of the Contract to allow for successful completion of the Project; and Whereas, the Parties want to revise the statement of work, budget, uniform terms and conditions, and the contract affirmations. The Parties therefore agree as follows: 1. SECTION III of the Contract,DURATION, is amended to reflect a revised termination date of May 31, 2024. 2. ATTACHMENT A of the Contract, STATEMENT OF WORK, is deleted and replaced in its entirety with ATTACHMENT A-1,REVISED STATEMENT OF WORK. 3. ATTACHMENT B of the Contract, BUDGET, is deleted and replaced in its entirety with ATTACHMENT B-1,REVISED BUDGET. 4. ATTACHMENT C of the Contract, HHS UNIFORM TERMS AND CONDITIONS—GRANT, is deleted and replaced in its entirety with ATTACHMENT C-1,HHS UNIFORM TERMS AND CONDITIONS—GRANT,V.3.2. 5. ATTACHMENT D of the Contract, HHS CONTRACT AFFIRMATIONS, is deleted and replaced in its entirety with ATTACHMENT D-1,HHS CONTRACT AFFIRMATIONS,V.2.2. 6. This Amendment shall be effective as of June 1, 2023. 7. Except as modified by this Amendment, all terms and conditions of the Contract shall remain in effect. 8. Any further revision to the Contract shall be by written agreement of the Parties. Signature Page to follow DSHS Contract No.HHS001208500001 Page 1 of 2 Amendment No. 1 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 SIGNATURE PAGE FOR AMENDMENT No. 1 DSHS CONTRACT No. HHS001208500001 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) By: By: Name: Title: Date of Signature: Date of Signature: THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AMENDMENT AND INCORPORATED INTO THE CONTRACT BY REFERENCE: ATTACHMENT A-1 -REVISED STATEMENT OF WORK ATTACHMENT B-1-REVISED BUDGET ATTACHMENT C-1 -HHS UNIFORM TERMS AND CONDITION—GRANT,V.3.2 ATTACHMENT D-1 -HHS CONTRACT AFFIRMATIONS,V.2.2 ATTACHMENTS FOLLOW DSHS Contract No.HHS001208500001 Page 2 of 2 Amendment No. 1 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E51DA98 ATTACHMENT A-1: REVISED STATEMENT OF WORK L GRANTEE RESPONSIBILITIES To ensure community engagement in targeted communities disproportionately impacted by COVID-19 and the building of sustainable relationships in those targeted communities, Grantee will conduct the following activities: A. Submit a workplan within 30 days of the amendment effective date to System Agency outlining activities to be conducted through May 31, 2024, and how they will be accomplished. System Agency will provide templates and technical assistance. B. Identify Grantee staff(new and existing) who will be leads for the Contract. Any changes to these staff members must be reported to System Agency in the monthly program report. C. Identify and target communities disproportionately impacted by COVID-19. Grantee will specify how the target communities were identified and report the disproportionately impacted communities that will be targeted in the Grantee workplan. D. Engage targeted communities disproportionately impacted by COVID-19 through: 1. Establishing rapport and developing relationships by spending time in the community and building trust through outreach activities. 2. Listening to community needs by attending community events(e.g.,town halls, listening sessions, interviews, and focus groups). The frequency of those meetings will be identified in the Grantee workplan. 3. Developing a sustainability plan to stay engaged with the community after funding ends. Sustainability plan must be submitted to System Agency no later than April 30, 2024. E. Build sustainable relationships in targeted communities disproportionately impacted by COVID-19 through: 1. Identifying and engaging community partners (e.g., hospitals, clinics,Federally Qualified Health Centers, community-based organizations, faith-based organizations, and social service agencies). 2. Building cross-sector partnerships (e.g., public health, healthcare, and social services)by meeting with identified partners. The frequency of those meetings will be identified in the Grantee workplan. 3. Documenting community partners by creating a list of partners interested in working on and addressing health disparity initiatives. This list will be shared with System Agency through the Smartsheet-based Partnership Directory Intake Form. System Agency Contract HHS001208500001 Page 1 of 3 Amendment 1 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E51DA98 F. Work with targeted communities to identify and document ideas on how to increase COVID-19 and influenza vaccination rates and address non-medical drivers of health in targeted communities. G. Work with targeted communities to design an intervention aimed at addressing a community need identified through community engagement. This intervention should target one or more risk factors or unmet needs that contributed to the community's vulnerability to COVID-19. The intervention design will be shared with System Agency no later than April 30, 2024. H. Develop and implement information sharing and learning opportunities with the targeted communities. I. Participate in and attend System Agency meetings and trainings as deemed necessary by System Agency after contract execution. This includes brief evaluation activities, such as surveys and short interviews. J. Submit a monthly program report on the report template to be provided by System Agency by the 15th of each month for the previous month's activities. Submit reports through the Smartsheet form provided by System Agency. K. Submit at least one success story no later than May 31, 2024. First drafts of the success story will be due no later than March 1,2024. System Agency will provide templates and technical assistance. L. Grantee must consult and receive approval with System Agency on any peer- reviewed publications resulting from this Contract prior to submission to the journal or other publisher and provide reasonable time and opportunity for review and approval by System Agency. Note: publications are not a requirement of this scope of work. M. Grantee may not use funds for construction, research, clinical care, fundraising activities, or funding an award to another party or provider who is ineligible. Other than normal and recognized executive-legislative relationships, no funds may be used for: 1. Publicity or propaganda purposes, for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body; 2. The salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative act or Executive order proposed or pending before any legislative body. System Agency Contract HHS001208500001 Page 2 of 3 Amendment 1 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 IL PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in Attachment A-1 and compliance with the Contract's terms and conditions. III. INVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher (Form B-13) at http://www.dshs.state.tx.us/grants/forms.shtm. The Voucher and the supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 491h Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoi ces2dshs.state.tx.us EMAIL: CMSInvoicesgdshs.texas._og_v B. Grantee will be paid on a cost reimbursement basis and in accordance with ATTACHMENT B-1,BUDGET to this Contract. C. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to System Agency upon request. In the event a cost reimbursed under the Contract is later determined to be unallowable, then the Grantee will reimburse System Agency for that cost. D. Grantee will submit the Financial Status Report (FSR-269A) at two reporting intervals during the contract term. The FSR's will be submitted bi-annually as outlined below and in alignment with the term of this contract. The bi-annual periods are as follows: Reporting Period FSR Due Date June 1 through November 30 December 31, 2023 December 1 through May 31 July 15, 2024 Invoices must be submitted monthly to prevent delays in subsequent months. Grantees that do not incur expenses for a month are required to submit timely "zero" dollar invoices. Invoices and all supporting documentation must be emailed to invoices e,dshs.texas._og_v and crosinvoicesgdshs.texas.gov simultaneously. Grantee must submit a final close out invoice no later than 45 days following the end of the term of the contract. Invoices received more than 45 days following the end of the term of the contract are subject to denial of payment. System Agency Contract HHS001208500001 Page 3 of 3 Amendment 1 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E51DA98 ATTACHMENT B-1 REVISED BUDGET CONTRACT No. HHS001208500001 Initial Grant Additional Grant Funding: Funding: September 1,2021 June 1,2023 LTOTALJ to to May 31,2024 May 31,2024 PERSONNE1111" $100,000.0 11 $60,159_O1111111 $160,159.00 FRINGE BENEFITS $22,000.00 $14,841.00 $36,841.00 TRAVEL IMIL $5,740.00 $0.0 0 JMIL $5 ,740.00 EQUIPMENT $0.00 $0.00 $0.00 SUPPLIES A $16,048.IM $0.00 A $16,048.00 CONTRACTUAL $65,000.00 $0.00 $65,000.00 OTHER $72,997.00 $0.00 $72,997.00 TOTAL DIRECT $281,785.00 $75,000.00 $356,785.00 CHARGES INDIRECT CHARGES $0.00 $0.00 $0.00 TOTAL $281,785.00 $75,000.00 $356,785.00 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 Attachment C-1 TEv..A.SV 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 TABLE OF CONTENTS ARTICLE L DEFINITIONS AND INTERPRETIVE PROVISIONS........................... 6 1.1 DEFINITIONS ......................................................................................................... 6 1.2 INTERPRETIVE PROVISIONS.................................................................................. 7 ARTICLE II. PAYMENT PROVISIONS......................................................................... 8 2.1 PROMPT PAYMENT................................................................................................ 8 2.2 TAXES.................................................................................................................... 8 2.3 ANCILLARY AND TRAVEL EXPENSES ................................................................... 9 2.4 BILLING................................................................................................................. 9 2.5 USE OF FUNDS....................................................................................................... 9 2.6 USE FOR MATCH PROHIBITED.............................................................................. 9 2.7 PROGRAM INCOME ............................................................................................... 9 2.8 NONSUPPLANTING................................................................................................. 9 2.9 INDIRECT COST RATES....................................................................................... 10 ARTICLE III. STATE AND FEDERAL FUNDING..................................................... 10 3.1 EXCESS OBLIGATIONS PROHIBITED................................................................... 10 3.2 NO DEBT AGAINST THE STATE........................................................................... 10 3.3 DEBTS AND DELINQUENCIES .............................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS ......................................................................... 10 ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS.................. 11 4.1 ALLOWABLE COSTS............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 12 ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS........................................................................................................... 12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 13 5.3 FEDERAL ASSURANCES....................................................................................... 13 5.4 FEDERAL CERTIFICATIONS ................................................................................ 13 5.5 STATE ASSURANCES............................................................................................ 13 HHS Uniform Terms and Conditions—Grant v 3.2 Effective July 2022 Page 3 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 MA.IEURE ................................................................................................ 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: E2FE4723-A666-4F1 D-AH9-AABOA8E51DA98 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. "Pte" 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. "Signature Document" means the document executed by all Parties for this Grant Agreement. "Solicitation," "Funding Announcement'' or"Request for Applications (RFA)" means the document(including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or"Application" means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas TextraveT' means the Texas Comptroller of Public Accounts' state travel rules,policies, and guidelines. "Statement of Work"means the description of activities Grantee must perform to complete the Project, as specified in the Grant Agreement and as may be amended. "System Agency"means HHSC or DSHS,as applicable. "Work Product" means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software,programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed,produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or"TxGMS" means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof," "herein," "hereunder," and similar words refer to this Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i)references to contracts HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 7 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 (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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-AH9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-AH9-AABOA8E5DA98 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 https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single_audit_repoy2hhsc.state.tx.us. B. Financial Statements. Due no later than nine months after the Grantee's fiscal year-end, Grantees not required to submit an audit, shall submit one electronic copy of their financial statements via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit repog2hhsc.state.tx.us. ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement;and all deliverables shall be fit for ordinary use,of good quality, and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement, the System Agency may require Grantee, at its sole expense, to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith, require Grantee to accept the return of such work; and, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 12 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display,perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3,including without limitation documentation indicating a third party's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 14 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E51DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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. R When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement, use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 16 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 responsible to the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities; however, these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 20 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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; i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR R SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 21 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees,premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-party service providers shall serve as independent contractors in providing the services HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 24 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E5DA98 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 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: hllps://hhs.texas.gov/about-hhs/your-rights/civil-rights-office/civil//hhs.texas.gov/about-hhs/your-ri ghts/civi l-ri ghts-offi ce/civi l-ri ghts-posters. E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street, Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512)438-5885 Email: HHSCivilRightsOffice@hhsc.state.tx.us. 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 HEALTH AND HUMAN SERVICES Contract Number HHS001208500001 Attachment DICONTRACT 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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(SANT) 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffalrsReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin, Texas 78708-5200 29. Antitrust The undersigned affirms under penalty of perjury of the laws of the State of Texas that: A. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; B. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any federal antitrust law; and C. neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Contractor. 30. Legal and Regulatory Actions Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the five (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to System Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. In addition, Contractor acknowledges this is a continuing disclosure requirement. Contractor represents and warrants that Contractor shall notify System Agency in writing within five (5)business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination. Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 6 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 DocuSign Certificate Of Completion Envelope Id: E2FE4723A6664FlDA2E9AABOA8E5DA98 Status: Sent Subject: HHS001208500001, Corpus Christi-Nueces Health District,Amend No. 1 OHDPP/LHD Source Envelope: Document Pages:47 Signatures: 0 Envelope Originator: Certificate Pages:5 Initials: 0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 167.137.1.11 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 4/13/2023 5:56:43 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Steve Viera Sent:4/13/2023 6:03:36 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:4/12/2023 7:13:07 AM ID:5c1aeeaf-bb39-4fcd-b175-230fda8a419d Patty Melchior Patty.MeIchior@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 Stephen Pont Stephen.Pont@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/11/2023 9:18:47 AM ID: 19366ca 1-1 aeb-47f4-ba52-f9a433e7fa0c 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 Denzel Otokunrin � Sent:4/13/2023 6:03:35 PM denzel@cctexas.com COPED Viewed:4/14/2023 8:29:34 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tamara Johnson tamara.johnson@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:2/23/2021 9:19:49 PM ID:e4487ad0-7e71-49e1-bef0-4f0093b32aad Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/13/2023 6:03:35 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,Stephen Pont,Tamara Johnson ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DSHS Contract Management Section (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Two Reading Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the "Health Disparities Grant' from the Texas Department of State Health Services appropriating an additional $75,000.00 into the Health Grants Fund, making the total contract value $356,785.00, to continue to provide funding activities in support of Texas Initiative to Address COVID-19 Health Disparities Among Populations at High-Risk and Underserved. City Council May 16, 2023 Background and Staff Recommendation • COVID-19 Health Disparities Grant Program o To be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). Ensure community engagement in communities disproportionately impacted by COVID-19 and to build sustainable relationships in those communities. o June 1, 2023, through May 31, 2024 Background and Staff Recommendation o Total Contract value is $356,785.00 o Fiscal impact — All positions are 100% grant funded. o Staff Recommendation: Approval of the two-reading ordinance. City Council May 16, 2023 so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health FauziaK(o-)-cctexas.com 361-826-7202 Acceptance of the HIV Surveillance Grant for the Corpus Christi — Nueces County Public Health District in the amount of$41,865.00 and appropriation of the funds for the contract period of September 1, 2023, through August 31, 2024 CAPTION: Ordinance appropriating $41,865.00 from an increase in the HIV Surveillance Grant Program administered by the Texas Department of State Health Services (DSHS) for the period September 1, 2023, through August 31, 2024, to provide HIV surveillance and control services. SUMMARY: To provide for personnel costs, supplies, and other expenses to offer services and associated activities used to prevent and control HIV within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). BACKGROUND AND FINDINGS: The Texas Department of State Health Services ("DSHS") has awarded a grant contract in the amount of$41,865.00 to provide for personnel costs, supplies, and other expenses to offer services and associated activities used to prevent and control HIV within the jurisdiction of the CCNCPHD. ALTERNATIVES: Refuse the grant and discontinue offering services to prevent and control HIV in the community. FISCAL IMPACT: This Ordinance appropriates $41,865.00 from an increase in the HIV Surveillance Grant Program. The grant requires no match. All positions are 100% grant funded. FUNDING DETAILS: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 830822S Mission Element: 102 Provide & Manage Medical Clinics Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001186300001 Ordinance Ordinance appropriating $41,865.00 from an increase in the HIV Surveillance Grant Program administered by the Department of State Health Services (DSHS) for the period September 1, 2023, through August 31, 2024, to provide HIV surveillance and control services. Whereas, the City Manager or designee (Director of the CCNCPHD) is authorized to execute any future amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and Whereas, the Texas Department of State Health Services has awarded an additional $41 ,865.00 for Contract No. HHS001186300001 to provide HIV surveillance and control services. Be it Ordained by the City Council of the City of Corpus Christi, Texas: Section 1: Health Disparities Grant Program funds in the amount of $41,865.00 are appropriated in Health Grants Fund 1066 to provide HIV surveillance and control services for the period of September 1 , 2023, through August 31 , 2024. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA DEPARTMENT OF STATE HEALTH SERVICES CONTRACT NO. HHS001186300001 AMENDMENT NO. 1 The Department of State Health Services ("DSHS" or "System Agency") and Corpus Christi- Nueces County Public Health District (City) ("Grantee"), each a "Party" and collectively the "Parties" to that certain agreement for HIV Surveillance services denominated DSHS Contract No. HHS001186300001 and effective September 1, 2022 (the "Contract"), now desire to amend the Contract. Whereas, the Parties have chosen to exercise their option to amend their agreement in accordance with Section 11.1 of Attachment C to the Contract, Health and Human Services (HHS) Uniform Terms and Conditions (Grant, Version 3.0); Whereas, the Parties desire to renew the Contract for the period of September 1, 2023 through August 31, 2024 ("FY 2024"); Whereas, the Parties desire to add funds to the Contract to support services delivered during FY 2024; Whereas,the Parties desire to amend Attachment A of the Contract, Statement of Work,with respect to services delivered during FY 2024; Whereas, the Parties desire to amend Attachment B of the Contract, Budget, based upon the increase in funding for FY 2024; and Whereas, the Parties desire to amend the Contract by incorporating updated versions of Attachment C,HHS Uniform Terms and Conditions(Grant,Version 3.0), and Attachment D,HHS Contract Affirmations (Version 2.1). Now, therefore, the Parties agree as follows: 1. Article III of the Contract, Duration, is hereby amended by extending the Contract termination date to August 31, 2024. 2. Article IV of the Contract, Budget, is hereby amended and restated to read as follows: The total amount of this Contract is not to exceed $83,730.00. The amount payable to Grantee during each fiscal year will not exceed the amount in Attachment B, Budget, and its amendments; and all Contract-related expenditures must be according to the budget categories in each respective fiscal year. 3. Attachment A, Statement of Work, is hereby amended and restated for FY 2024 to read as shown in Attachment A, Statement of Work(Effective September 1, 2023). 4. Attachment B, Budget, is hereby amended and restated as shown in Attachment B, Budget(Amended February 2023). DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 5. Attachment C of the Contract,HHS Uniform Terms and Conditions(Grant,Version 3.0), is hereby amended and restated as shown in Attachment C, HHS Uniform Terms and Conditions (Grant, Version 3.2). 6. Attachment D of the Contract, HHS Contract Affirmations (Version 2.1), is hereby amended and restated as shown in Attachment D, HHS Contract Affirmations (Version 2.2). 7. This Amendment shall be effective on September 1, 2023. 8. Except as modified by this Amendment, all terms and conditions of the Contract shall remain in effect. 9. Any further revision to the Contract shall be by written agreement of the Parties. Signature Page follows Remainder of page intentionally left blank DSHS Contract No. HHS001186300001 Page 2 of 3 Amendment No. 1 DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA SIGNATURE PAGE FOR AMENDMENT No. 1 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS001186300001 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: THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AMENDMENT, AND THEIR TERMS ARE HEREBY INCORPORATED INTO THE CONTRACT BY REFERENCE: ATTACHMENT A..............Statement of Work(Effective September 1, 2023) ATTACHMENT B ..............Budget(Amended February 2023) ATTACHMENT C ..............HHS Uniform Terms and Conditions (Grant, Version 3.2) ATTACHMENT D..............HHS Contract Affirmations (Version 2.2) ATTACHMENTS FOLLOW DSHS Contract No. HHS001186300001 Page 3 of 3 Amendment No. 1 DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA ATTACHMENT A STATEMENT OF WORK (Effective September 1, 2023) I. GRANTEE RESPONSIBILITIES Grantee will: A. Provide DSHS with active surveillance and reporting activities for Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS). Perform all activities under this Contract in accordance with the terms of this Contract and detailed budget, as approved by DSHS. Grantee must receive advance written approval from DSHS before varying from any of these requirements and must notify all staff working on activities of any such changes under this Contract within forty-eight(48)hours of DSHS approval of changes. For the purpose of this Contract, "HIV infection" and"AIDS" are as defined by the Centers for Disease Control and Prevention (CDC) of the United States Public Health Service, MMWR Recommendations and Reports, April 11, 2014 / 63(RR3), 1-10, located at hlt2://www.cdc.gov/mmwr/pdf/rr/rr6303.pd . B. Perform the following: 1. STAFF TRAININGS - Grantee will document to DSHS that all project staff (i.e., working on activities under this Contract) have received training on: Staff Status Training Time for completion and Notice of Completion Due renewal New Employees Data Security and Within 30 days of start of Within 10 days of completion Confidentiality employment of course to HIV Surveillance Training Coordinator and HIV/STD Section Security Officer Existing Staff Data Security and Within 12 months of Within 10 days of completion Confidentiality previous training of course to HIV Surveillance Training Coordinator and HIV/STD Section Security Officer New Employees HIV Surveillance Within first 2 weeks of Within 10 days of completion Training Modules employment of course to HIV Surveillance Coordinator and Site Consultant Existing Staff HIV Surveillance Biennially(every two Within 10 days of completion Training Modules years) after first of course to HIV Surveillance completion Coordinator and Site Consultant At least One Monthly Standing N/A N/A New or Existing HIV Surveillance Staff Member (HARS Call)calls DSHS Contract No. HHS001186300001 Page 1 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA At least One HIV/STD Semi- N/A N/A New or Existing annual Conference Staff Member All Funded Staff Annual HIV N/A N/A Surveillance Workshop At least One All Ad-Hoc N/A N/A New or Existing training, Staff Member conferences or symposiums and meetings At least One Regular conference N/A N/A New of Existing calls via teams with Staff Member the assigned HIV Surveillance Consultant- at least bi-weekly a. Grantee employees' Standard of Conduct (Grantee will submit these training documents to the DSHS contact listed above within fourteen (14) days of the effective date of this Contract); b. The HHS System Data Security and Confidentiality training course within thirty (30) days of beginning work on this Contract; and c. Annual refresher training course on confidentiality requirements/confidential information security (i.e., within one year of having taken the previous confidentiality and security course) and submit appropriate documentation to the HIV Surveillance Coordinator and HIV/STD Section Security Officer via email within ten (10) days of completing each course. d. Grantee will ensure that all project staff working on activities under this Contract have completed all HIV Surveillance Modules located at http://www.dshs.texas.gov/hivstd/training/surveillance.shtm. New staff should complete these trainings within their first two weeks of employment and biennially (every two years)thereafter. e. Existing staff will be required to take the HIV Surveillance Modules biennially (every two years). L Require at least one staff member to attend training, conferences, symposiums and meetings, as directed by DSHS. g. Provide at least one surveillance staff person to participate in standing monthly HIV Surveillance conference calls held by DSHS, as directed. h. Ensure all funded surveillance staff participate in the annual HIV Surveillance workshop, when provided by DSHS. DSHS Contract No. HHS001186300001 Page 2 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA i. Grantee agrees to read the HHS System Grant Technical Assistance Guide(GTAG) located at https://www.hhs.texas.gov/sites/default/files/documents/doing-business- with-hhs/vendor-contract-inform ati on/grant-techni c al-ass i stanc e- guide.pdfhgps://www.hhs.texas.gov/sites/default/files/documents/doing-business- with-hhs/vendor-contract-information/grant-technical-assistance-_ug ide.pdf, and work with DSHS staff regarding the management of funds received under this Contract. j. Staff Requirements 1) Within thirty(30) days of the effective date of this Contract, supply DSHS with a copy of each job description for which a portion or all of the salary is paid under this Contract. 2) Notify DSHS within forty-eight(48) hours of any personnel actions, including the details and outcome of such actions,involving project staff. A written report will be submitted to back up the oral report, within seventy-two (72) hours. Such personnel actions include, but are not limited to: i. Counseling for misconduct regarding violations of personnel, project, state, and/or federal policies,procedures, requirement, and laws; ii. Terminations (voluntary or involuntary); and/or iii. Employee grievances. k. Fill any surveillance staff vacancy within ninety (90) days. 1. Submit complete and accurate travel support documentation to DSHS when submitting vouchers for reimbursement. Support documentation must list the employee who traveled, date of travel, purpose of travel, all receipts and a breakdown of the costs associated with travel. 2. CASE REPORTING a. Reporting and Registry 1) Active Surveillance and Provider Education Grantee must: i. Maintain a current list of key reporting sources in Grantee's designated Service Area (Refugio, Aransas, San Patricio, Nueces, Kleberg, Brooks, Jim Wells, Live Oak, and Bee Counties) ii. Document at minimum, monthly active surveillance for major providers/facilities as outlined in the 2023 Texas HIV Surveillance Procedure Manual. Grantee must conduct active surveillance by phone or in person to identify newly diagnosed HIV/AIDS cases and complete an HIV/AIDS case report form. iii. Document provider education to at least ten providers/facilities deemed by the Grantee or DSHS to be in need of education on reporting requirements, current lab tests, recommended testing algorithm, or data collected and used by HIV surveillance. Grantee must perform provider education to establish and maintain communication about reporting DSHS Contract No. HHS001186300001 Page 3 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA requirements (including Molecular HIV Surveillance and Perinatal HIV Surveillance) and any changes in any relevant surveillance procedures, requirements, and recommendations. 2) Grantee Manager will review Monthly Progress and Data Quality Reports provided by DSHS or available through the current reporting database to ensure case report forms are corrected and additional missing case information is collected. 3) Manager will discuss and review Monthly Progress and Data Quality Report findings with all surveillance staff. 4) Managers and funded staff will attend DSHS quarterly review meetings and following, provide written documentation outlining current challenges and plans for improvement. 5) All funded staff should be knowledgeable of any reference laboratories or medical facilities conducting in-house HIV laboratory testing within Grantee's designated Service Area. Grantee is responsible for identifying any testing facilities that are not reporting their laboratory results electronically to DSHS and shall accordingly arrange a method for retrieving any non-electronic,paper- based labs. 6) Grantee is responsible for manually entering any and all lab results received directly from any laboratory and/or medical facilities into designated DSHS database(s)within 3 working days of receipt. 7) Provide information, feedback, and clarification, as directed by DSHS Central Office staff by requested timeframe or within ten (10) working days of an inquiry. b. Completeness 1) Ensure completeness of case reporting provided to DSHS by conducting the following activities at least monthly: fully reviewing monthly data quality reports and regularly reviewing surveillance systems to identify any inconsistencies or gaps in laboratory reporting. Grantee is encouraged to implement additional methods of evaluating completeness of key source reporting, after first receiving written approval from DSHS. 2) Ensure HIV/AIDS case report forms are accurate and complete in accordance with guidance provided in the 2023 Texas HIV Surveillance Procedure Manual. 3) Collect reports of HIV and AIDS cases diagnosed and/or treated diagnosed and/or treated in Grantee's designated Service Area, which health care providers (e.g., physicians, HIV service providers, etc.) and laboratories are required to complete under TAC Title 25, Part 1, Chapter 97, Subchapter F, Rule §97.132. If provider does not complete a case report form or does not provide sufficient information on the case report form, Grantee is responsible for abstracting the required case report form information from the provider's medical records. 4) Grantee is responsible for collecting the reports within Grantee's designated Service Area. DSHS Contract No. HHS001186300001 Page 4 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 5) Collect reports of pediatric HIV and AIDS cases diagnosed and/or treated, infants born exposed to HIV, and pregnant women living with HIV diagnosed and/or treated, which health care providers (e.g., physicians, HIV service providers, etc.) and laboratories are required to complete under TAC Title 25, Part 1, Chapter 97, Subchapter F, Rule §97.132. Grantee is responsible for collecting the reports within Grantee's designated Service Area. For each perinatal exposure investigated, Grantee will complete a pediatric case report form (PCRF), along with an updated adult case report form(ACRF)for infant's mother. 6) Collect all required data elements to conduct HIV surveillance follow-up activities, including conducting medical record abstractions within three months of diagnosis for all patients residing or receiving treatment in Grantee's designated Service Area to properly report all HIV and AIDS cases diagnosed and/or treated within Grantee's designated Service Area. 7) Abstract medical records requested by another jurisdiction in Texas within the timeframes outlined in the 2023 Texas HIV Surveillance Procedure Manual. 8) Conduct a investigation to verify any reported adult and/or pediatric HIV or AIDS death and abstract medical chart when appropriate within Grantee's designated Service Area. 9) Follow procedures as outlined in 2023 Texas HIV Surveillance Procedure Manual to request out-of-state record searches. 10) Manage all laboratory reports in HIV/STD Integrated System in accordance with the 2023 Texas HIV Surveillance Procedure Manual. Grantee staff will monitor workflows and tasks in the designated DSHS database(s) on a daily basis in accordance with the 2023 Texas HIV Surveillance Manual. 11) In support of molecular HIV surveillance (MHS), Grantee will complete or obtain HIV Testing and Treatment History information from the reporting provider to complete the testing and treatment history data elements on the (ACRF). c. Timeliness 1) A case report form shall be completed, entered into the current HIV Surveillance reporting database and submitted to DSHS for all confirmatory Laboratory Reports within sixty (60) days of collection date of the initial laboratory or morbidity report(required for all cases) and within six (6)months for cases transitioned to AIDS since HIV diagnosis. If the grantee is an Ending the HIV Epidemic (EHE) funded county, the case report form must be entered into the current HIV Surveillance reporting database within thirty (30) days of collection date of the initial laboratory or morbidity report. 2) Ensure a case report form is entered into the current HIV Surveillance reporting database within six(6)months of initial notification for all suspected HIV cases not confirmed through receipt of an algorithm diagnosing HIV (e.g. probable DSHS Contract No. HHS001186300001 Page 5 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA cases ascertained through matches with other databases, routine viral loads, medications, etc.). d. Pediatric 1) Collect copies of reports of pediatric HIV and AIDS cases of diagnosed and/or treated infants born exposed to HIV, and copies of reports for HIV-positive pregnant women diagnosed and/or treated in Grantee's designated Service Area,which health care providers(e.g.,physicians,HIV service providers, etc.) and laboratories are required to complete under TAC Title 25, Part 1, Chapter 97, Subchapter F, Rule §97.132. If a provider does not complete a case report form or does not provide sufficient information on the case report form,Grantee is responsible for abstracting the required case report form information from the provider's medical records. 2) Follow up on perinatal HIV exposed infants every six (6)months to ensure that all infants born to women living with HIV have an HIV status determined by 18 months of age and enter the pediatric case report forms in the current HIV Surveillance reporting database in a timely manner(reference 2023 Texas HIV Surveillance Procedure Manual). For each perinatal exposure investigated, Grantee will complete a pediatric case report form (PCRF), along with an updated adult case report form for infant's mother. 3) Review every collected pediatric HIV case in the designated DSHS database(s), birth match, and other sources, at least once to identify AIDS-defining conditions and update registry with a medical record abstraction. 4) Abstract medical charts for pediatric case reports both at the birth hospital and at the mother's and infant's health providers' offices. Maintain an electronic list of negative Polymerase Chain Reaction(PCR)tests for infants,to include name of laboratory and doctor ordering the test, and maintain copies of all reporting laboratory test results for pediatric cases. 5) Assist DSHS staff, as directed, in the development of prevention plans and the implementation of prevention activities to reduce the perinatal transmission of HIV. 6) Collect all required data elements to conduct Perinatal HIV surveillance activities, including reviewing and conducting medical record abstractions of the mother's and child's medical records in Grantee's designated Service Area to properly report all perinatally-exposed cases diagnosed and/or treated within Grantee's designated Service Area. Enter the required data elements in the current HIV Surveillance reporting database in a timely manner(reference 2023 Texas HIV Surveillance Procedure Manual). 3. EPIDEMIOLOGIC INVESTIGATIONS a. Inform DSHS of newly reported cases of public health importance (COPHI), within three (3) business days of receipt of case report. Initiate epidemiologic investigations through contact with appropriate health care providers and a review DSHS Contract No. HHS001186300001 Page 6 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA of patients' medical records. Refer to the 2023 Texas HIV Surveillance Procedure Manual for COPHI case definitions. b. Determine the need for public health follow-up on all HIV-positive test results within three(3)business days of receipt of the test results. If no clear determination can be made within the three (3)business days, the HIV test results should be sent to a Disease Intervention Specialist(DIS) for investigation. c. Perform continuous epidemiological follow-up on all cases missing key pieces of information. d. Assist DSHS Program with other epidemiologic investigations, as directed by DSHS. Adhere to all deadlines set by DSHS for other epidemiologic investigations including but not limited to cluster response activities, special perinatal activities, and data to care activities. 4. SECURITY a. Grantee shall designate, from its staff, a Local Responsible Party (LRP) who has the overall responsibility for ensuring the security of the HIV/STD confidential information maintained by Grantee as part of activities under this Contract. The LRP must: 1) Ensure appropriate policies/procedures are in place for handling confidential information, for the release of confidential HIV/STD data, and for the rapid response to suspected breaches of protocol and/or confidentiality. These policies and procedures must comply with DSHS policies and procedures (Grantee may choose to adopt those DSHS policies and procedures as its own). 2) Ensure security policies are reviewed periodically for efficacy, and that Grantee monitors evolving technology (e.g., new methods that may be used to illegally access confidential data; new technologies for keeping confidential data protected from security breaches) on an ongoing basis to ensure that the program's data remain as secure as possible. 3) Approve any Grantee staff requiring access to HIV/STD confidential information. LRP will grant authorization to Grantee staff who have a work- related need (i.e., work under this Contract) to view HIV/STD confidential information. 4) Maintain a list of authorized Grantee staff persons who are authorized to view and work with HIV/STD confidential information. The LRP will review the authorized user list ten (10) days from the effective date of this Contract to ensure it is current. All Grantee staff with access to confidential information will have a signed copy of a confidentiality agreement on file and it must be updated once during the term of this Contract. 5) Ensure that all Grantee staff with access to confidential information will be trained on security policies and procedures before access to confidential information is granted and that this training will be renewed once during the term of this Contract. DSHS Contract No. HHS001186300001 Page 7 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 6) Thoroughly and quickly investigate all suspected breaches and violations of protocol and/or privacy incidences of confidentiality in consultation with the DSHS LRP, all in compliance with the DSHS HIV/STD Section Breach of Confidentiality Response Policy located at http://www.dshs.texas.gov/hivstd/policy/securiiy.shtm. b. Grantee will have procedures to ensure computers and networks meet DSHS security standards, as certified by the HHS System IT staff, verified during the semi-annual site visit. c. Grantee will have procedures to ensure termination requests for the current HIV Surveillance reporting database user account are sent to DSHS within one (1) business day of the identification of need for account termination. d. Grantee will have procedures to ensure transfer of secure data electronically using GlobalScape or current secure file transfer system. e. Grantee will have procedures to ensure a visitor log for individuals entering the secured areas is maintained and reviewed quarterly by the LRP. L LRP will verify the DSHS database(s)users are updating passwords every 90 days as required. g. Grantee will have procedures to ensure confidential data and documents are: 1) Maintained in a secured area; 2) Locked away when not in use; 3) Not left in plain sight; and 4) Shredded before disposal. h. Grantee will complete Local Responsible Party (LRP) security checklist provided by DSHS semi-annually. The most up to date LRP documents and information for reporting guidelines can be found at HIV/STD Security Policies and Procedures I Texas DSHS. i. Grantee will provide DSHS with a list of Grantee personnel who have access to secured areas and of all identified personnel who have received security training. j. Grantee shall provide DSHS with a list of Grantee personnel who have access to all network drives where confidential information is stored. k. Ensure that confidential data transmissions to DSHS or other approved partners are encrypted and transmitted via secured means. 1. Ensure that files are scanned to a secure network drive(not scanned to email or any other unsecure directory). m. Ensure all flash drives used by surveillance staff are encrypted. n. Ensure confidential data is stored on stand-alone computers or on a secure drive of computers on a secure network. DSHS Contract No. HHS001186300001 Page 8 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA o. Ensure a list of authorized users with access to confidential data is maintained and limited to those approved by the LRP. p. Have systems in place to ensure confidential data taken out of the surveillance secured area are: minimized to essential data required, stored in secure devices(i.e. locking briefcase or encrypted flash drive), and encrypted. q. If surveillance-issued laptops are used, all have updated virus protection software. r. Computers with confidential information have power-on and screensaver passwords with time out setting of 10 minutes or less. s. Surveillance staff computer passwords are not shared or visible to other users. t. Shredders,printers and fax machines for confidential data are housed in a secured area limited to those approved by the LRP. u. If shredding is outsourced, the shredder is bonded for working with health information. v. HIV/STD terminology usage is excluded from outgoing faxes, including cover sheet, header and footer. w. Computers and networks meet DSHS security standards, as certified by the HHS System IT staff. IL PERFORMANCE MEASURES DSHS will monitor the Grantee's performance of the requirements in Attachment A and compliance with the Contract's terms and conditions. A. ACCURACY Grantee will address all concerns highlighted on Case Report Forms(CRFs)before submission for Central Office Consultant Review.Respond to a CRF returned with comments from Central Office Consultant within 10 days. B. COMPLETENESS Grantee will: 1. Provide complete and legitimate information for the following 10 data elements for each HIV/AIDS case report 97% of the time: a. Legal name; b. Race/ethnicity; c. Sex; d. Facility of Diagnosis; e. Date of Diagnosis; f. Date of Birth; g. Diagnostic Status; h. Valid date of death for vital status indicated as "dead"; DSHS Contract No. HHS001186300001 Page 9 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA i. Residence at diagnosis; and j. Vital Status (alive or deceased); 2. Provide complete and legitimate risk information in accordance with the 2023 Texas HIV Surveillance Procedure Manual for eighty percent(80%) of cases at minimum; 3. Ensure that 97% of cases were CDC eligible and had no required fields missing; 4. Ensure that 97% of case report forms had valid information in the form information fields; 5. Report 95% of expected number of new cases for the diagnosis year; 6. Contact 100% of major HIV reporting facilities monthly for active surveillance; 7. Ensure that at least ten (10) HIV reporting facilities receive in-person or virtual provider education annually- focusing on those facilities which failed to link 85% of newly diagnosed patients to care within 30 days of diagnosis, measured by comparing dates of CD4 and viral load testing to diagnosis date; 8. Ensure that the entry of 100% of HIV-related laboratory results received by Grantee locally into designated DSHS database(s) within 3 working days or provide written notification that there were no laboratory results received for the month, by the close of business on 30th day of each month; 9. Ensure that its policy outlines how public health follow-up will be made within three (3)business days of the receipt of the test results. If no clear determination can be made within the three (3) business days, the HIV test results must be sent to a Disease Intervention Specialist(DIS) for investigation; 10. Ensure that 70% of newly diagnosed cases have prior antiretroviral (ARV)use history in accordance with the 2023 Texas HIV Surveillance Procedure Manual; 11. Ensure that 70% of newly diagnosed cases have a known value for previous negative HIV test in accordance with the 2023 Texas HIV Surveillance Procedure Manual; 12. Ensure that 50% of newly diagnosed cases have a known value for previous negative HIV test date in accordance with the 2023 Texas HIV Surveillance Procedure Manual; 13. Ensure that 100% of perinatal cases had mother's Stateno entered (or comments indicating surveillance efforts taken for not found cases); 14. Ensure that 85% of prenatal care records were reviewed for all newly reported exposed infants (if it is indicated that the mother received prenatal care); 15. Ensure that all HIV-positive pregnant women were monitored and followed-up with at DSHS Contract No. HHS001186300001 Page 10 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA the estimated delivery date; 16. Ensure that 90% of the responses to the ARV usage during pregnancy question were not blank or unknown; 17. Ensure that 90%of the responses to the ARV usage during labor and delivery questions were not blank or unknown; 18. Ensure that 90% of the responses to the neonatal ARV usage question were not blank or unknown; 19. Ensure that 90% of the responses to the prenatal care question were not blank or unknown; 20. Ensure that 85% of labor and delivery records were reviewed for all newly reported exposed infants; 21. Ensure that 100% of PCRFs were completed for all exposed infants born in the jurisdiction, at least 90%being completed by Grantee staff, 22. Ensure that 100% of potential cases identified through a match with the Texas DSHS Vital Statistics Death Registry are investigated before the end of each calendar year. For each potential case, Abstract medical records and enter case report forms or communicate with Central Office about actions taken to determine that the person was not HIV positive at death; and 23. Ensure that 100% of births identified through a match with the Texas DSHS Vital Statistics Birth Registry of infants born to mothers living with HIV are investigated before the end of each calendar year. Respond to Central Office with notations on each case about actions taken for infants who were determined not to be born to women living with HIV. C. TIMELINESS Grantee will: 1. Ensure that appropriate follow-up of all new adult HIV cases (newly diagnosed and eligible cases not previously captured in the current HIV Surveillance reporting database) in accordance with the 2023 Texas HIV Surveillance Procedure Manual. 2. Conduct and enter a medical record abstraction into the current HIV Surveillance reporting database within three (3) months of diagnosing laboratory result for at least 85% of eligible cases. 3. Ensure that appropriate follow-up of all AIDS cases in accordance with the 2023 Texas HIV Surveillance Procedure Manual. 4. Conduct and enter a medical record abstraction, into the current HIV Surveillance DSHS Contract No. HHS001186300001 Page 11 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA reporting database, on all AIDS cases within six (6) months of AIDS-defining laboratory result or indication of opportunistic infection (OI) for 90% of cases. 5. Ensure that all infants born to HIV-positive women living in or receiving care in the jurisdiction have an HIV status determined (i.e. not be coded as indeterminate) within 18 months after the birth at least 85% of the time in accordance with the 2023 Texas HIV Surveillance Manual. 6. Ensure that 90% of newly diagnosed cases were reported into the designated DSHS database(s) within six (6) months of diagnosis and all CDC required fields were completed. 7. Ensure that 95% of confirmed cases in the designated DSHS database(s) had an associated case report form entered within 90 days of diagnosis. If the grantee is an EHE funded county, the case report form must be entered into the current HIV Surveillance reporting database within thirty (30) days of collection date of the initial laboratory or morbidity report. 8. Ensure that 80% of confirmed cases in the designated DSHS database(s) had an associated Case Report Form entered within 60 days of diagnosis. If the grantee is an EHE funded county, the case report form must be entered into the current HIV Surveillance reporting database within thirty (30) days of collection date of the initial laboratory or morbidity report. 9. Ensure that 100% of potential cases of public health importance (COPHI) were reported to DSHS Central Office within three (3) days. 10. Ensure that 100% newly identified cases were referred to Public Health Follow-Up within three (3) days of receipt of confirmatory lab report. 11. Ensure that 90% of newly diagnosed Out of Jurisdiction (OOJ) cases were completed and entered into the current HIV Surveillance reporting database within ninety (90) days of diagnosis. 12. Ensure that 90%of updates to AIDS OOJ cases referred from surveillance counterparts were completed and entered in the designated DSHS database(s) within 6 months of AIDS-defining lab or opportunistic infection. 13. Ensure that 100% of"potentially" exposed infants were investigated within three (3) months through timely completion of birth certificate match. III. REPORTING REQUIREMENTS As described in detail above, required reports are due as follows: DSHS Contract No. HHS001186300001 Page 12 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA Name Submittal Method Report Period Due Date 1St LRP Semi-annual TBHIVSTD.accountrequests@dshs. 9/1/2023 -2/29/2024 3/31/2024 Security Report texas. ov 2nd LRP Semi- TBHIVSTD.accountrequests@dshs. 3/1/2024 - 8/31/2024 9/30/2024 annual Security texas.gov Report 1St Quarterly Globalscape 9/1/2023 - 11/30/2023 12/31/2023 Progress and Data Quality Report 2nd Quarterly Globalscape 12/1/2023 -2/29/2024 3/31/2024 Progress and Data Quality Report 31d Quarterly Globalscape 3/1/2024 - 5/31/2024 6/30/2024 Progress and Data Quality Report 4'Quarterly Globalscape 6/1/2024 - 8/31/2024 9/30/2024 Progress and Data Quality Report Semi-annual FSRs See Section V. Invoice and Payment IV. INVOICE AND PAYMENT A. Grantee must submit monthly invoices to prevent delays in subsequent months. Even if Grantee incurs no expenses for a month, it must submit timely "zero" dollar invoices. Invoices and all supporting documentation,including the provided Voucher Support Form, must be emailed to invoicesgdshs.texas.gov and crosinvoicesgdshs.texas.gov simultaneously. Grantee must submit a final close out invoice and final status report no later than 45 days following the end of the fiscal year. Invoices received more than 45 days past the fiscal year are subject to denial of payment. B. Grantee must submit the Financial Status Report (FSR-269A) at two reporting intervals during the contractual term. The FSRs must be submitted semi-annually as outlined below and in alignment with the contract term of this renewal. REPORTING PERIOD DUE DATE September 1,2023 —February 29,2024 March 31,2024 March 1,2024—August 31,2024 October 15,2024 C. Grantee will be paid on a cost reimbursement basis and in accordance with Attachment B, Budget (Amended February 2023). DSHS reserves the right, where allowed by legal authority,to redirect funds in the event of financial shortfalls. DSHS Program will monitor Grantee's expenditures on a quarterly basis. If expenditures are below the amount in Grantee's total Contract, Grantee's budget may be subject to a decrease for the remainder of the contractual term. Vacant positions existing after 90 days may result in a decrease in funds. DSHS Contract No. HHS001186300001 Page 13 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA ATTACHMENT B BUDGET(Amended February 2023) FY 2023 FY 2024 BUDGET September 1, 2022 September 1, 2023 CATEGORIES through August 31, 2023 through August 31, 2024 PERSONNEL $29,033.00 $29,033.00 FRINGE BENEFITS $11,933.00 $11,933.00 TRAVEL $899.00 $899.00 EQUIPMENT $0.00 $0.00 SUPPLIES $0.00 $0.00 CONTRACTUAL $0.00 $0.00 OTHER $0.00 $0.00 TOTAL DIRECT $41,865.00 $41,865.00 CHARGES INDIRECT CHARGES $0.00 $0.00 TOTAL $41,865.00 $41,865.00 DSHS Contract No. HHS001186300001 Page 1 of 1 Amendment No. 1,Attachment B DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA ATTACHMENT C `r TEXAS ANN.. t. Health and Human Services Health and Human Ser%ices (HHS) Uniform Terms and Conditions - Grant Version 3.2 Published and Effective— July 2022 Responsible Office: Chief Counsel DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 Effeetive July 2022 Page 5 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA "Project"means specific activities ofthe 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 WAY'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 Grartee mustperform to complete the Project,as specified in the Grant Agreement and as may be amended. "System Agency"means HHSC or DSHS,as applicable. "Work Product"means any and all works,including work papers,notes,materials, approaches,designs,specifications,systems,innovations,improvements,inventions, software,programs,source code,documentation,training materials,audio or audiovisual recordings,methodologies,concepts,studies,reports,whether finished or unfinished, and whether or not included in the deliverables,that are developed,produced,generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards"or"TxGMS"means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code,to promote the efficient use of public funds in local government and in programs requiring cooperation among local,state,and federal agencies.Under this Grant Agreement,TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency.Additionally,except as otherwise provided by applicable law,in the event of a conflict between TxGMS and applicable federal or state law,federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words"hereof,""herein,""hereunder,"and similar words refer to this Grant Agreement as a whole and not to any particular provision,section,attachment,or schedule of this Grant Agreement unless otherwise specified. C. The term"including"is not limiting and means"including without limitation"and, unless otherwise expressly provided in this Grant Agreement,(i)references to contracts HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 7 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA (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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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:httt)s://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 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 subjectto actions ofthe 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 Gmitee in performingthe 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 athttl2s://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single audit report(ahhsc.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 athttps://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau;or, ii. Email to: single audit reportAhhsc.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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. * 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 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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; i ANY DELIVERABLE,WORK PRODUCT,CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR iu. 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 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 httns://www.txabuschotline.org/Login/Default.ast)x 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 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 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 cot 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 MXJEURE 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. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 11.15 NO IMPLIED WAIVER OF PROVISIONS The failure of the System Agency to obj eet 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 ofthe 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 Jnty 2022 Page 26 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 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 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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:/Ihhs.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 JWy 2022 Page 28 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA HEALTH AND HITMAN SERVICES Contract Number HHS001186300001 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 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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(SAM)maintained by the General Services Administration. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689,Debarment and Suspension,2 C.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 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA •OIG Toll Free Hotline 1-800-436-6184 •OIG Website: ReportTexasFraud.com • Internal Affairs Email:InternalAffairsReferral@hhsc.state.tx.us •OIG Hotline Email:OIGFraudHotlineAhhsc.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. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 perforans 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. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. HHS001186300001 Amendment No. 1,Attachment D DocuSign Certificate Of Completion Envelope Id:20OA33B2055447A5A3AFCA26FF02CBDA Status: Sent Subject: $83,730.00 HHS001186300001 Corpus Christi-Nueces Al HIV/SUR-S Source Envelope: Document Pages:59 Signatures: 0 Envelope Originator: Certificate Pages:5 Initials: 0 CMS Internal Routing Mailbox AutoNav: Enabled 11493 Sunset Hills Road Envelopeld Stamping: Enabled #100 Time Zone: (UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 167.137.1.10 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 4/24/2023 7:53:50 AM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Fauzia Khan Sent:4/24/2023 8:14:02 AM FauziaK@cctexas.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/21/2023 1:31:28 PM ID:69lealfl-d58f-4461-a8b2-fb307e7le6d2 Susana Garcia Susana.Garcia@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/21/2023 2:32:17 PM ID:7fe858fl-8363-444f-9077-2216755c3d69 Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-48le-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: la6909aa-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 Kevin Hensley Sent:4/24/2023 8:14:01 AM kevinhe@cctexas.com ED Viewed:4/24/2023 8:15:07 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Amber Vasche � Sent:4/24/2023 8:14:00 AM amber.vasche@dshs.texas.gov ED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing cros.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 4/24/2023 8:14:01 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:9/14/2020 7:10:18 PM Parties agreed to: Fauzia Khan, 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 appropriating $41 ,865.00 from an increase in the HIV Surveillance Grant Program administered by the Department of State Health Services (DSHS) for the period September 1 , 2023, through August 31 , 2024, to provide HIV surveillance and control services. City Council May 16, 2023 Background and Staff Recommendation • HIV Surveillance Grant Program o To be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to prevent and control HIV within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). o September 1 , 2023 through August 31 , 2024 • Total Operating budget is $41 ,865 o There is no fiscal impact. The grant requires no match. All positions are 100% grant funded. • Staff Recommendation: Approval of the two reading ordinance. Sc 00 � 0 � o NCORPOR 1'0 AGENDA MEMORANDUM zss2 Action Item for the City Council Meeting May 23, 2023 DATE: May 23, 2023 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 Veeam Backup and Replication License Renewal CAPTION: Motion authorizing the purchase of a one-year software license renewal with CDW-G, LLC, of Vernon Hills, Illinois, in an amount of $65,926.77 for Veeam backup and replication software for disaster recovery and business continuity, with FY 2023 funding from the Information Technology Fund. SUMMARY: This item is to authorize a one-year software license renewal for software and support for the City's data backup solution. BACKGROUND AND FINDINGS: Veeam licensing provides backup and replication for over 470 servers and approximately 1 petabyte (PB) of data. This software is critical to our disaster recovery and business continuity. The current term is ending, and Information Technology is requesting renewal to allow continued use and support for this system. PROCUREMENT DETAIL: Information Technology in conjunction with the Procurement division of Finance examined other cooperative contracts and service offerings to find the most cost-effective option for the City. Contracts awarded through the Cooperatives have been competitively procured in compliance with Texas Local and State procurement requirements. Prices were checked from OMNIA and TIPS cooperatives. CDW-G returned a quote with a higher discount than cooperative pricing, making the CDW-G bid the best value. The savings on the CDW-G bid for this license renewal are 17% off retail price, which is a savings of $11 ,207.55. Unit TIPS OMNIA Partner CDW-G LLC 8.5% Discount 14% Discount 17% Discount VEEAM $72,756.51 $72,318.75 $65,926.77 License 57 ALTERNATIVES: No alternative. FISCAL IMPACT: Funding for FY2023 will come from the Information Technology fund for a total of $65,926.77. FUNDING DETAIL: Fund: 5210 Information Technology Organization/Activity: 40420 IT Infrastructure Services Mission Element: 241 Provide and support Technology Infrastructure Project # (CIP Only): n/a Account: 520105 Computer Software RECOMMENDATION: Staff recommends approval of this motion authorizing this purchase with CDW-G, LLC, as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado VEEAM License Renewal CDW-G LLC Vernon Hills, IL Item Description Qty Cost Total 1 IVEEAM Avail Ste Univ Sub License 57 $1,156.61 $65,926.77 Total $65,926.77 VEEAM License Price Comparison Unit Qty CDW-G Total OMNIA Partners Total TIPS Total (17%Discount) (14%Discount) (8.5%Discount) VEEAM License 57 $ 1,156.61 $65,926.77 $ 1,268.75 $72,318.75 $ 1,276.43 $72,756.51 TOTAL SAVINGS $ 11,207.55 $ 10,124.63 $ 6,184.30 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 23, 2023 DATE: June 13, 2023 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 Network Equipment CAPTION: Motion authorizing the purchase of network hardware equipment from Great South Texas Corp., dba Computer Solutions, of San Antonio, for $203,477.15, with FY 2023 funding from the Information Technology Fund. SUMMARY: The current hardware supply chain presents a risk to meet the needs of the City of Corpus Christi. This motion authorizes the purchase of network equipment in the amount of $203,477.15 from Great South Texas Corp. dba Computer Solutions. This hardware will allow the IT department to have the necessary equipment on hand to quickly respond to outages throughout the city. This hardware also allows the city to accommodate organizational growth with flexibility to respond to changing departmental needs. Great South Texas Corp, dba Computer Solutions is a locally officed, woman-owned HUB vendor. Computer Solutions provided a discount of 49.55% off MSRP which is a savings of $199,853.30. BACKGROUND AND FINDINGS: The IT Department has a significant investment in network equipment and this purchase will enhance the capabilities of restoring network outages. With the current supply chain delays of six months or longer, a lack of available replacements will prolong outages. Our proactive approach of having equipment on hand ensures mission critical networks will be quickly reconnected. PROCUREMENT DETAIL: Information Technology in conjunction with the Procurement division of Finance examined other cooperative contracts and service offerings to find the most cost-effective option for the City. Contracts awarded through the Cooperatives have been competitively procured in compliance with Texas Local and State procurement requirements. Prices were checked from GSA, BuyBoard, and DIR cooperatives. Computer Solutions returned a quote with a higher discount than cooperative pricing, making the Computer Solutions bid the best value. GSA 0% BuyBoard 5% DIR 16% Computer Solutions 49.55% This purchase has a 49.55% discount for a total cost savings of $199,853.30. ALTERNATIVES: City Council may choose to not approve or delay consideration of this item. Disapproval or delay could result in negative impacts to the City of Corpus Christi. The network equipment is critical to operate all the network communication. FISCAL IMPACT: The fiscal year 2023 impact for the Department is $203,477.15. FUNDING DETAIL: Fund: 5210 Organization/Activity: 40420 Department: 23 IT Project # (CIP Only): Account: 520100 RECOMMENDATION: Staff recommends approval of this motion authorizing the purchase of network equipment with Great South Texas Corp dba Computer Solutions. LIST OF SUPPORTING DOCUMENTS: Price Sheet Cost Comparison City of Corpus Christi Price Sheet Minerva Alvarado Network Equipment Great South Texas Corp dba Computer Solutions San Antonio, TX Item Description Qty Cost Total 1 Cisco Catalyst 9300 switch-LE-24x10/100/1000 10 $4,388.10 $43,881.00 2 Cisco SmartNet-replacement-C9300-24U-A 30 $441.09 $13,232.70 3 Cisco Digital Network Architecture Advantage-24 ports 10 $0.00 $0.00 4 Cisco Catalyst 9300 switch-L3-48x10/100/1000 5 $7,519.46 $37,597.30 5 Cisco SmartNet-replacement-C9300-48U-A 15 $756.15 $11,342.25 6 Cisco Digital Network Architecture Advantage-48 ports 5 $0.00 $0.00 7 Cisco Power Supply-80 PLUS Platinum 10 $1,281.06 $12,810.60 8 Cisco Catalyst 9300 Series Network Module 5 $1,783.05 $8,915.25 9 Cisco Industrial Ethernet 4000 Series 5 $7,129.69 $35,648.45 10 Cisco SmartNet-replacement-4000-8GT8GPAG-E 15 $936.66 $14,049.90 11 Cisco Digital Network Architecture Advantage-up to 24 ports 5 $0.00 $0.00 12 Cisco Power Supply-240 Watt 5 $1,112.50 $5,562.50 13 Cisco IP Phone 8841 20 $281.05 $5,621.00 14 Cisco SmartNet Total Care 60 $24.00 $1,440.00 15 Cisco IP Phone 7841 20 $200.75 $4,015.00 16 Cisco SmartNet Total Care 60 $16.80 $1,008.00 17 Cisco Catalyst 9115AX1-Bluetooth 10 $684.12 $6,841.20 18 Cisco SmartNet Total Care 30 $50.40 $1,512.00 19 Cisco Digital Network Architecture Advantage-1 access pt 10 $0.00 $0.00 20 Cisco Webex Room Bar 1 $0.00 $0.00 21 Cisco SmartNet Total Care-replacement-CS-BAR-C-K9 1 $0.00 $0.00 Total $203,477.15 Cost Comparisons Great South Texas Corp dbaComputer GSA BuyBoard DIR Solutions Description List Price Quantity CDW (0%) (5%) (16%) (49.55%) Cisco Unit 1 $ 7,698.42 10 $ 76,984.20 $ 73,134.99 $ 64,666.73 $ 43,881.00 Cisco Unit 2 $ 551.36 30 $ 16,540.80 $ 15,713.76 $ 13,894.27 $ 13,232.70 Cisco Unit 3 $ 2,377.60 10 $ 23,776.00 $ 22,587.20 $ 19,971.84 $ - Cisco Unit $ 13,192.04 5 $ 65,960.20 $ 62,662.19 $ 55,406.57 $ 37,597.30 Cisco Unit 5 $ 945.19 15 $ 14,177.85 $ 13,468.96 $ 11,909.39 $ 11,342.25 Cisco Unit 6 $ 4,459.48 5 $ 22,297.40 $ 21,182.53 $ 18,729.82 $ - Cisco Unit 7 $ 2,247.48 10 $ 22,474.80 $ 21,351.06 $ 18,878.83 $ 12,810.60 Cisco Unit $ 3,128.17 5 $ 15,640.85 $ 14,858.81 $ 13,138.31 $ 8,915.25 Cisco Unit $ 12,508.23 5 $ 62,541.15 $ 59,414.09 $ 52,534.57 $ 35,648.45 Cisco Unit 10 $ 1,170.83 15 $ 17,562.45 $ 16,684.33 $ 14,752.46 $ 14,049.90 Cisco Unit 11 $ 1,537.75 5 $ 7,688.75 $ 7,304.31 $ 6,458.55 $ - Cisco Unit 12 $ 1,951.76 5 $ 9,758.80 $ 9,270.86 $ 8,197.39 $ 5,562.50 Cisco Unit 13 $ 597.98 20 $ 11,959.60 $ 11,361.62 $ 10,046.06 $ 5,621.00 Cisco Unit 14 $ 30.00 60 $ 1,800.00 $ 1,710.00 $ 1,512.00 $ 1,440.00 Cisco Unit 15 $ 427.13 20 $ 8,542.60 $ 8,115.47 $ 7,175.78 $ 4,015.00 Cisco Unit 16 $ 21.00 60 $ 1,260.00 $ 1,197.00 $ 1,058.40 $ 1,008.00 Cisco Unit 17 $ 1,590.99 10 $ 15,909.90 $ 15,114.41 $ 13,364.32 $ 6,841.20 Cisco Unit 18 $ 63.00 30 $ 1,890.00 $ 1,795.50 $ 1,587.60 $ 1,512.00 Cisco Unit 19 $ 656.51 10 $ 6,565.10 $ 6,236.85 $ 5,514.68 $ - TOTAL $403,330.45 $403,330.45 $383,163.93 $ 338,797.58 $ 203,477.15 so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 23, 2023 DATE: May 23, 2023 TO: Peter Zanoni, City Manager FROM: Michael Murphy, Chief Operations Officer for Water Utilities michaelmur(a)cctexas.com (361) 826-3556 Peter Collins, Director of Information Technology (361) 826-3735 Pete rC(a)cctexas.com Josh Chronley, Asst Director of Finance-Contracts and Procurement Josh C2(a)cctexas.com (361) 826-3169 Broadway Wastewater Treatment Plant SCADA Upgrade CAPTION: Resolution authorizing an eight-month service agreement with Andritz Separation, Inc., of Alpharetta, Georgia, with an office in Arlington, Texas, for $111 ,371 .00 to upgrade the SCADA centrifuge system for the Broadway Wastewater Treatment Plant, with FY 2023 funding from the Wastewater Fund. SUMMARY: This resolution authorizes a service agreement with ANDRITZ Separation Inc. for the upgrade of three Wastewater Supervisory Control and Data Acquisition (SCADA) centrifuge machines. BACKGROUND AND FINDINGS: The Broadway Wastewater Treatment Plant has 3 SCADA centrifuge machine control systems. The SCADA centrifuge machine control system is one of the most critical pieces of equipment in the wastewater treatment process for separating solids. The 3 SCADA centrifuge machine control systems have reached the end of life. Andritz Separation Inc. is the original manufacturer of the 3 SCADA centrifuge machine control systems located at the Broadway Wastewater Treatment Plant and is the sole source supplier. PROCUREMENT DETAIL: This is a sole source procurement. A statutory exception for this procurement is Texas Local Government Code, 252.022(a)(7)(A) available from only one source due to copyrights, secret processes, or patents. ANDRITZ Separation Inc., is an original equipment manufacturer (OEM) of Centrifuge Systems equipment and holds the sole rights and ownership. ALTERNATIVES: The alternative would be to not upgrade the SCADA System and keep using the old SCADA System that is unreliable and usually takes months to repair. Choosing not to upgrade the SCADA centrifuge control system puts the Broadway Wastewater Treatment Plant in a vulnerable position that can cause extensive damage to the plant and may involve fines from TCEQ. FISCAL IMPACT: The Fiscal Impact in FY 2023 for CCW-Wastewater Division is $111 ,371 .00. FUNDING DETAIL: Amount: $111,371.00 Fund: 4258 —Wastewater CIP Organization/Activity: 18082A4258EXP Project # (CIP Only): 18082A - WW Treatment Plants & Lift Station SCADA Account: 550040 RECOMMENDATION: City staff recommend approving the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Price Sheet Resolution authorizing an eight-month service agreement with Andritz Separation, Inc., of Alpharetta, Georgia, with an office in Arlington, Texas, for $111,371.00 to upgrade the SCADA centrifuge system for the Broadway Wastewater Treatment Plant, with FY 2023 funding from the Wastewater Fund. WHEREAS, Andritz Separation, Inc., will upgrade the supervisory control and data acquisition (SCADA) centrifuge system at the Broadway Wastewater Treatment Plant, the SCADA system being one of the most critical pieces of equipment in the wastewater treatment process and vitally necessary for separating solids; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exemption applies; WHEREAS, there are two statutory exemptions for this procurement in Local Government Code, Section 252.022(a)(7), as this purchase is available from only one source under subpart (A) because of patents, copyrights, special processes, or natural monopolies and under subpart (D) because the upgrade includes captive replacement parts or components for equipment; and WHEREAS, there is an additional statutory exemption for this procurement in Local Government Code, Section 252.022(a)(2), as this purchase is necessary to preserve or protect the public health and safety of the City's residents; now, therefore, Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or his designee, is authorized to execute all documents necessary to secure an eight-month service agreement for $111 ,371 .00 with Andritz Separation, Inc., to upgrade the Broadway Wastewater Treatment Plant's SCADA centrifuge system. PASSED AND APPROVED on the day of , 2023 Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Page 1 of 2 Jim Klein Mike Pusley Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 2 of 2 City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Broadway Wastewater Treatment Plant SCADA Upgrade ANDRITZ Separation Inc. Arlington, TX Item Description Qty Cost Total 1 Centrifuge PLC/OIT upgrade 1 $101,779.00 $101,779.00 2 Centrifuge Upgrade Spare Parts 1 $9,592.00 $9,592.00 Total 1 $111,371.00 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 �yV S C� G° a 0 H SERVICE AGREEMENT NO. 179155 U Broadway Wastewater Treatment Plant SCADA Upgrade yeanaonn!e� 1852 THIS Broadway Wastewater Treatment Plant SCADA Upgrade Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and ANDRITZ Separation Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Broadway Wastewater Treatment Plant SCADA Upgrade in response to Request for Bid/Proposal No. SS ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Broadway Wastewater Treatment Plant SCADA Upgrade ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is eight months beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 3. Compensation and Payment. This Agreement is for an amount not to exceed $1 1 1 ,371 .00, subject to approved extensions and changes. Payment will be made for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: David Lopez Information Technology Phone: 361-826-1935 Email: davidl4@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: David Lopez IT SCADA Manager 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-1935 Fax: 361-826-4342 IF TO CONTRACTOR: ANDRITZ Separation Inc. Attn: Bradley Wood Regional Sales Manager 1010 Commercial Blvd., South, Arlington, TX 76001 Phone: 817-465-5611 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 Fax: 817-468-3961 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 CONTRACTOR DocuSigned by: Signature: /�- 'L OC8E813DADAE4CA... Printed Name. Robert King Title: VP OPERATIONS Date: 3/21/2023 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB/RFP No. SS Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 �3S C - oNPOAe,4 1$5� ATTACHMENT A: SCOPE OF WORK PROJECT NAME: Centrifuge Control System Upgrade PROJECT ADDRESSES: 801 Resaca Street Scope of Work A. Contractor will upgrade the existing city's centrifuge control systems with the following: 1 . PLC - Rockwell CompactLogix 5380 PLC system - See Major Material for Detail 2. OIT - Rockwell PanelView Plus 7, 12" performance, touchscreen unit with the capability to control any of the three centrifuges from the other unit in the event of an OIT failure. - See Major Material for Detail B. Contractor will upgrade to match the city's planned SCADA system upgrade to the Rockwell Studio 5000 Platform C. Contractor will provide tag list for the city's monitoring from SCADA system. D. Contractor will provide an on-site service technician for removal of obsolete equipment and installation of new components and reconnection. Start-up of complete system and training on new system components is also included. 1 . PLC/OIT: Three (3) days per each centrifuge and three (3) trips are allocated. 2. Additional one (1 ) day each centrifuge for wiring and hardwiring VFD option. E. Contractor will provide engineering services including: 1 . Electrical drawings 2. Updated control panel layout, schematics, point to point wiring detail. 3. Bill of Material of new components 4. As Built annotated PLC code provided to the city. 5. PLC data exchange table tag list. 6. As Built OIT application code provided to the city 7. As Built VFD Parameter settings provided to the city 8. Operating and maintenance manuals for new components. 9. All documentation and programs to be provided in electronic format Page 1 of 2 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 F. Major Material 1 . PLC and OIT Replacement: a. Rockwell 5069-1-306ER CPU with associated 1/0 and Ethernet communication b. AB PanelView Plus, 2711 P, 12" Color Touchscreen, with Ethernet communication c. MOXA EDS-208 Ethernet Switch d. AB DC power supply e. SqD Altivar 71 VFD Ethernet/IP communication module (X2) f. Hoffman or equal Enclosure Heater for Centrifuge Operator Panels 2. Spare Parts (1 each of the following) a. 5069-1-306ER CPU b. 5069-IA 16 Digital Input c. 5069-OAl6 Digital Output d. 5069-IF8 Analog Input e. 5069-OF4 Analog Output f. AB 1606-XLE, DC power supply g. SqD Altivar 71 Ethernet/IP communication module City Point of Contact: David Lopez, IT SCADA Manager City of Corpus Christi Information Technology Office 361-826-1935 davidl4@cctexas.com Contractor Point of Contact: Bradley Wood Regional Sales Manager Brad ley.wood @a ndritz.com 0:(817) 465-5611 M:(817) 233-7296 Page 2 of 2 DocuSign Envelope ID:2C BOB E E F-B68 D-44AB-9538-D9F F DC F B3523 Attachment B: Bid/Pricing Schedule A%MTL QUOTATION Customer: 187288 Supplier: Andritz Separation Inc. City of Corpus Christi Contact: Celeste Wilson Broadway Treatment Plant Phone: +1 817 419 1702 801 Resaca Street Fax: +18174191902 CORPUS CHRISTI TX 78401-1300 E-mail: celeste.wilson@andritz.com Contact: David Lopez Date: 02/09/2023 Fax: Copy to: Sales WOOD, BRADLEY Your inquiry: null Responsible: Our quote no: 20940712 Dear David Lopez, We thank you for your inquiry and are pleased to quote as follows: 1. Scope of supply For 400261662 D-Type Decanter Model: Decanter D6LX Serial number: 131964025 Should you choose to place an order, please provide the following information: 1. Shipping Address for Delivery 2. Billing Address for Invoice 3. Shipping Terms: If a specific carrier is preferred, please list as FCA, Origin Collect with preferred carrier. Otherwise, list as FCA, Origin Prepaid &Add. 4. Reference this quote number. Freight is included. Installation is included. Please note currency is in US Dollars Andritz Inc Standard Terms &Conditions apply Returned goods require pre approval and are subject to restocking and inspection fees. Item Product ID No. SNV* Quantity Unit Unit Price Amount 10 Centrifuge PLC/OIT upgrade 129999901 1 PC 101,779.00 101,779.00 Per scope description All 3 units 20 Centrifuge Upgrade Spare Parts 129999901 1 PC 9,592.00 9,592.00 Page 1 of 2 ANDRITZ Separation Inc. Remit to: Wire instructions: 1010 Commercial Blvd.South ANDRITZ Separation Inc. Nordea Bank Abp Arlington,TX 76001 USA Dept:0312 New York Branch P.O.Box 120312 SWIFT:NDEAUS3N Tel:+1(817)465-5611 Dallas,TX 75312-0312 Account:8879433001 Fax:+1 (817)468-3961 Federal Tax ID Number 59-3773483 ABA:026010786 DocuSign Envelope ID:2C BOB E E F-B68 D-44AB-9538-D9F F DC F B3523 AATL Our quote no: 20940712 Item Product ID No. SNV* Quantity Unit Unit Price Amount Per scope description All 3 units Total Amount USD 111,371.00 S=Spare Parts,W=Wear Parts Technical contact: Jeff Congleton /Phone: +1 817 419 1753/jeff.congleton@andritz.com Terms and Conditions 2 . Delivery Time: after receipt of order and any clarifications. Submittals 8 weeks After Acknowledgement of PO Equipment 16-24 weeks After Acknowledgement of PO 3 . Terms of delivery: Our terms of delivery are FCA ORIGIN PREPAID, according to INCOTERMS 2020. 4 . Terms of Payment: Within 30 days Due net (1% default interest per month for delayed payment). 5 . Validity of quotation: This quotation is valid to 03/17/2023. Page 2 of 2 ANDRITZ Separation Inc. Remit to: Wire instructions: 1010 Commercial Blvd.South ANDRITZ Separation Inc. Nordea Bank Abp Arlington,TX 76001 USA Dept:0312 New York Branch P.O.Box 120312 SWIFT:NDEAUS3N Tel:+1(817)465-5611 Dallas,TX 75312-0312 Account:8879433001 Fax:+1 (817)468-3961 Federal Tax ID Number 59-3773483 ABA:026010786 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 Attachment C: Insurance and Bond Requirements A. CONTRACTOR'S LIABILITY INSURANCE 1 . Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. 2. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability $1 ,000,000 Per Occurrence Including: 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 3. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. B. ADDITIONAL REQUIREMENTS 1 . Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The Page 1 of 3 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. 2. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. 3. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. 5. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 6. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit Page 2 of 3 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. 8. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2022 Insurance Requirements Ins. Req. Exhibit Contracts for General Services - Services Performed Onsite 12/14/2022 Risk Management - Legal Dept. Bond is not required for this service agreement. Page 3 of 3 DocuSign Envelope ID:2CBOBEEF-B68D-44AB-9538-D9FFDCFB3523 Attachment D: Warranty Requirements No warranty is required for this service agreement. Page 1 of 1 STAUTATORY EXEMPTION FORM :,Procurement Detail Department: Water Utilities - Date: 3/27/23 Estimated Cost: $111,371.00 Urgency: Medium Exemption Type Type: Sole Source Note:Emergency Procurements do not require a statutory exemption form,please use an emergency memo ',Exemption Justification Na rritive: Andritz Separation, Inc. is the original equipment manufacturer(OEM) of the liquid/solid separation equipment (Centrifuge Systems - Equipment and SCADA System) and hold the sole rights and ownership to the Andritz-Ruthner, Bird Machine, Netzsch, R & B and Humboldt product lines. They are the sole source for all replacement parts, accessories and service. Andritz is the sole proprietor of its SCADA software application and operational design of its Centrifuge Hardware and SCADA System configuration. Attachment: Yes Executive Leadership Concurrence Michael Murphy Signature: 1- City of Corpus Christi 1 1/4/2023 Capital Improvement Plan 2023 thru 2025 City of Corpus Christi, Texas Project 18082 4f Project Name Wastewater Treatment Plant &Lift Station SCADA Improvts. Type Improvement/Additions Department Wastewater Useful Life 25 years Contact Director of Water Utilities d Category Wastewater Priority 2 Critical-Asset Condition\longevity Status Active """ """" Description The implementation of the Supervisory Control and Data Acquisition(SCADA)system has been proven to be successful in monitoring municipal sewage and sludge collection/distribution systems,wet-weather facilities,and wastewater treatment plants. It enables the department to comply with regulatory requirements on discharge and effectively reduce operations and maintenance costs. This project proposes development of a SCADA Master Plan and implementation of a SCADA system to automate processes that occur at WWTPs and lift stations throughout the City. This will assist the City in efficient monitoring of the system,early detection of process failures,data recording,assisting with regulatory com liance and improved CIP development. Justification This project is required to meet operational and regulatory requirements. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 200,000 300,000 300,000 800,000 Design 590,000 150,000 740,000 Capital Equipment 354,300 1,100,000 1,100,000 1,000,000 3,554,300 Eng,Admin Reimbursements 7,800 200,000 250,000 350,000 807,800 Total 952,100 1,650,000 1,650,000 1,650,000 5,902,100 Funding Sources Prior Years 2023 2024 2025 Total PAYGO 952,100 952,100 Revenue Bonds 1,650,000 1,650,000 1,650,000 4,950,000 Total 952,100 1,650,000 1,650,000 1,650,000 5,902,100 Budget Impact/Other 71 The implementation of this project will improve performance of operation and maintenance while enhancing regulatory compliance. This should reduce overall costs of the wastewater program. 0 H V CORPORI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 23, 2023 DATE: May 23, 2023 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, Director of Public Works ErnestoD2(a)cctexas.com (361) 826-1677 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a)cctexas.com (361) 826-3169 Mowing for Storm Water and Street Right of Way CAPTION: Resolution authorizing a three-year service agreement, with two one-year options, with 2Chainz Brush Clearing LLC, of Lolita, Texas, with an office in Corpus Christi, in an amount not to exceed $1 ,314,325.08 and a potential amount of $2,190,541 .80 if options are exercised, for mowing of storm water and street right of way areas for the Public Works Department, with FY 2023 funding of $146,036.12 from the Storm Water Fund. SUMMARY: This motion authorizes a three-year service agreement with two one-year option periods, with 2Chainz Brush Clearing, LLC for mowing and for Storm Water and Street Right-of-Way surrounding Old Brownsville Road to FM1889, north of Calallen. BACKGROUND AND FINDINGS: This contract will service from Old Brownsville Road to FM 1889, north side of Calallen. This contract is to maintain all the drainage ditches every 3 months and street right-of-way with no curb and gutter once a month at approximately 795.40 acreage. The mowing and grounds maintenance of street and storm water right-of-way assist in ensuring that the grounds at each site are safe, secure, and presentable at all times. Title Section 1 Acreage Section 2 Acreage Total Acreage Street ROW Zone 7 101 .68 175.91 277.59 Street ROW Zone 8 175.34 115.57 290.91 Drainage Ditch ROW 99.37 127.53 226.90 PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bid process to obtain bids for a three-year service agreement with two one-year option periods. The City received three responsive, responsible bids, and is recommending the award to 2Chainz Brush Clearing LLC of Lolita, Texas, with an office in Corpus Christi. The incumbent, 2Chainz Brush Clearing LLC of Lolita, Texas, with an office in Corpus Christi, had a three-year agreement that will expire on May 31 , 2023. The price difference from the previous contract overall reflects a 2.34% increase. ALTERNATIVES: An alternative would be to hire City staff and purchase additional equipment to do the work in- house. Currently, the department does not have the appropriate staffing level or equipment to maintain the additional acreage. FISCAL IMPACT: Expenditures will total at a prorated amount of $146,036.12 for FY23. If the option periods are exercised, the annual amount of $438,108.36 for FY24, for FY 25 $438,108.36, for FY26 $438,108.36, for FY27 $438,108.36 and the remainder prorated amount of$307,576.39 for FY28. FUNDING DETAIL: Fund: 4300 Storm Water Fund Department: 47 Storm Water Organization/Activity: 32001 Vegetation Management Project # (CIP Only): N/A Account: 530225 Mowing & Grounds Maintenance RECOMMENDATION: Staff recommends approval of this resolution authorizing a three-year service agreement, with two one-year option periods with 2Chainz Brush Clearing LLC, of Lolita, Texas, with an office in Corpus Christi for the Public Works Department as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement Maps Resolution authorizing a three-year service agreement, with two one- year options, with 2Chainz Brush Clearing LLC, of Lolita, Texas, with an office in Corpus Christi, in an amount not to exceed $1,314,325.08 and a potential amount of $2,190,541.80 if options are exercised, for mowing of storm water and street right of way areas for the Public Works Department, with FY 2023 funding of $146,036.12 from the Storm Water Fund. WHEREAS, State law provides that, if a competitive sealed bidding requirement applies to a contract for goods or services, the contract must be awarded to the lowest responsive, responsible bidder or to the bidder who provides the best value, pursuant to Texas Local Government Code §252.043(a); WHEREAS, the City notified all bidders for Mowing for Storm Water and Street Right of Way, Bid No. 4605, that a contract would be awarded to the lowest responsive, responsible bidder; WHEREAS, the City finds that the lowest responsive, responsible bidder is 2Chainz Brush Clearing, LLC; and WHEREAS, in the event the lowest responsive, responsible bidder fails to execute the awarded contract or fails to perform any required services under the contract, the City Manager, or his designee ("City Manager"), is authorized to execute a service agreement for the remaining contract term with the next lowest bidder in Bid No. 4605, in succession, to secure necessary replacement mowing services for storm water and street right-of-way areas as a matter of public health and safety, in order to keep City roadways and sidewalks clear at all times; now, therefore, Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager is authorized to execute a three-year service agreement, with two one-year options, with 2Chainz Brush Clearing, LLC ("Contractor"), in an amount not to exceed $1 ,314,325.08 and a potential amount not to exceed $2,190,541 .80 if the options are exercised, with FY 2023 funding of $146,036.12 from the Storm Water Fund. Furthermore, in the event the Contractor fails to execute the service agreement or fails to perform any required services under the executed agreement, the City Manager is authorized to execute a replacement service agreement for the remainder of the contract term in accordance with the language stated in the preamble of this resolution. PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Roland Barrera Page 1 of 2 Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 2 of 2 Qyvs cg City of Corpus Christi Bid Tabulation Finance-Procurement Department RPB No.4605 �j Buyer:Liza Elizalde Mowing for Storm Water and Street Right of Way rasa Maldonado Nursery& Olympia Landscape 2Chainz Brush Clearing LLC of Landscaping,Inc.of San Development Inc.of Laredo, Lolita,TX Antonio,TX TX ITEM DESCRIPTION CYCLE COST PER Extended Price COST PER Extended Price COST PER Extended Price CYCLE CYCLE CYCLE 1 Storm Water Street Right of Way-Year 1 12 $21,004.88 $ 252,058.56 $68,019.24 $ 816,230.88 $ 96,733.00 $ 1,160,796.00 2 Storm Water Street Right of Way-Year 2 12 $21,004.88 $ 252,058.56 $70,059.82 $ 840,717.84 $ 111,242.95 $ 1,334,915.40 3 Storm Water Street Right of Way-Year 3 12 $21,004.88 $ 252,058.56 $72,161.61 $ 865,939.32 $ 127,929.39 $ 1,535,152.68 4 Storm Water Drainage Right of Way-Year 1 4 $46,512.45 $ 186,049.80 $20,560.29 $ 82,241.16 $ 39,705.75 $ 158,823.00 5 Storm Water Drainage Right of Way-Year 2 4 $46,512.45 $ 186,049.80 $21,177.10 $ 84,708.40 $ 45,661.61 $ 182,646.44 6 Storm Water Drainage Right of Way-Year 3 4 $ 46,512.45 $ 186,049.80 $21,812.41 $ 87,249.64 $ 52,510.85 $ 210,043.40 Total 3 Years $ 1,314,325.08 $ 2,777,087.24 $ 4,582,376.92 ITEM DESCRIPTION CYCLE COST PER Extended Price COST PER Extended Price COST PER Extended Price CYCLE CYCLE CYCLE 7 Storm Water Street Right of Way-Option Year 1 12 $ 21,004.88 $ 252,058.56 $74,326.46 $ 891,917.52 $ 111,242.95 $ 1,334,915.40 8 Storm Water Drainage Right of Way-Option Year 1 4 $ 46,512.45 $ 186,049.80 $22,466.78 $ 89,867.12 $ 45,661.61 $ 182,646.44 Total Option Year 1 $ 438,108.36 $ 981,784.64 $ 1,517,561.84 ITEM DESCRIPTION CYCLE COST PER Extended Price COST PER Extended Price COST PER Extended Price CYCLE CYCLE CYCLE 9 Storm Water Street Right of Way-Option Year 2 12 $ 21,004.88 $ 252,058.56 $76,556.26 $ 918,675.12 $ 127,929.39 $ 1,535,152.68 10 Storm Water Drainage Right of Way-Option Year 2 4 $ 46,512.45 $ 186,049.80 $23,140.79 $ 92,563.16 $ 52,510.85 $ 210,043.40 Total Option Year 2 $ 438,108.36 $ 1,011,238.28 $ 1,745,196.08 Page 1 of 1 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 �yV SC G° a 0 H SERVICE AGREEMENT NO. 4605 U Mowing for Storm Water and Street Right of Way yeanaonn!e� 1852 THIS Mowing for Storm Water and Street Right of Way Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and 2Chainz Brush Clearing LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Mowing for Storm Water and Street Right of Way in response to Request for Bid/Proposal No. 4605 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Mowing for Storm Water and Street Right of Way ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is three years beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $1 ,314,325.08, subject to approved extensions and changes. Payment will be Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 made for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Pat Aubert Department: Public Works Phone: 361-826-1699 Email: PatriceA@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Pat Aubert Title: Work Coordinator Address: 2525 Hygeia St., Corpus Christi, Texas 78415 Phone: 361-826-1699 Fax: 361-826-1627 IF TO CONTRACTOR: 2Chainz Brush Clearing LLC Attn: Joe Chaney Title: Owner Address: 8263 Leopard St., Corpus Christi, Texas 78409 Phone: 361-920-1383 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 Fax: N/A 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 CONTRACTOR Docusigned by: Signature: Printed Name: JOE CHANEY Title: Owner Date: 3/22/2023 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB/RFP No. 4605 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 Section 4 - Scope of Work General Requirements/Background Information The Contractor shall provide complete mowing services for street right of way and drainage collections system, including all reasonable and necessary labor, supervision, equipment, and supplies to keep contracted areas properly maintained. Grounds at each site are always to be safe and presentable. The Contractor and all related employees shall attend an orientation prior to the term of the contract and each extension at the following location: Public Works 2525 Hygeia St. Corpus Christi, Texas 78415 Scope of Work Provide complete grounds and maintenance including litter and debris removal, mowing, and trimming. A. Prep/Post Work 1 . Prior to each operation, the Contractor shall remove all litter and debris, including paper, cans, bottles, bags, grass clippings, accumulated leaves, palm fronds, and other tree litter including tree limbs from the identified locations. Including, but not limited to, fence lines, sidewalks, trees, shrubs, groundcover beds, all curbs and gutters, and other hard surfaces within the identified location. Special attention shall be given to ensure the removal of objects, which may cause injury, if thrown from equipment. 2. After operations, the Contractor shall remove any visible trash and debris that were cut up during the process. The Contractor shall not dispose of any trash or debris into dumpsters located on City property. The trash and debris must be removed from City property and disposed of in accordance with all City ordinances. All trash and litter shall be disposed of properly at the Contractor's expense. However, if the debris is too large to haul, the Contractor shall pile the debris, take a picture, and email the picture and location to the Planner Scheduler, prior to leaving the location. 3. Contractor is required to cover/tarp debris while transporting for disposal and while moving from site to site. Should the Contractor dispose of the litter and debris at an illegal dumpsite, it is grounds for termination of this agreement. Page 1 of 21 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 B. Mowing and Trimminq 1 . Turf shall be mowed to a height of 5 inches using required equipment such as slope or bat -wing mower. If any mowing is to be omitted or delayed, it shall be omitted or delayed only at the discretion of the Planner Scheduler. Mowing cycles must be completed according to the cycle description indicated below. 2. Cycles Description - 12 cycles a year Street Right of Way 4 cycles a year Ditch Right of Way 3. Mowing height to be measured with the mower on a flat, paved surface. A high quality of cut shall be provided using mowers with sharp cutting blades so not to tear, but cleanly cut, the blades of grass. Mowing shall be performed in a manner as not to damage trees, shrubs, plants, signs, or other obstructions. 4. String line trimmers shall not be used to mow or trim turf areas wider than 24 inches. Except in areas approved by the Planner Scheduler. 5. Mowing and trimming operations shall be performed in such a manner as to prevent the piling of excessive and unsightly grass clipping and leaves on lawns. The Contractor shall remove excessive clipping immediately following each mowing cycle prior to the work crew Iwaving the work site. 6. All resulting clipping and leaves shall be removed from any roadway, walkway, parking area, or any other hard surface including curbs and gutters and from plant beds, tree collars, etc. 7. Contractors shall perform all trimming for each cycle using herbicides, hand labor, or mechanical devices. Trimming shall include around all trees, shrubs, beds, fences, groundcovers, utilities, poles, buildings, obstacles, curbs, sidewalks, parking lots, concrete pads; including cracks, expansion joints, and edges of all exteriorhard surfaces. Any vegetation not xut by the mowing operation located adjacent to, above, or hanging over the curb, must be trimmed each cycle. During each cycle, trimming shall be done in a matter to not damage trees, shrubs, fences, etc. 8. Contractor shall remove "sucker" growth at the base of trees before it reaches one foot in height. All materials and debris shall be removed before leaving work site. C. Edainq The Contractor shall promptly remove all debris, including soil and trimmings for the area, sidewalks, and roadways after each edging operation prior to work crew leaving the work site. Page 2 of 21 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 Work Site and Conditions Provide a safe work site, while following all safety requirements. A. The work shall be performed at locations throughout the City as defined by group. See Exhibit 1 . B. Contractor shall supply the city with a work schedule to indicate the normal starting and completion times for operations. The contractor shall provide landscaping and grounds maintenance only in appropriate months and in accordance with the city's cycle requirements. Changes in such work schedule must be approved by the City's Planner Scheduler. C. Work Hours: The Contractor will confine all operations to daylight hours. Monday through Friday, unless one of the days is a city designated holiday. Saturday and Sunday work will require approval from the Planner Scheduler. D. The Contractor may not store any equipment or tools on any site. After completion of work at each site, the contractor must remove all equipment, supplies, and materials from that site. E. Ozone Warning Days: 1 . No mowing will be done on the designated Ozone Action Days except in the case of a special event, emergency, or removing a liability. If mowing is necessary such a situation, mowing will be kept to a minimum. However, the Planner Scheduler will retain the right to determine and notify the Contractor of any such time. 2. All push mowers, string line trimmers, riding mowers and other engines will not be used at all. 3. Diesel powered mowing equipment will be allowed to operate on the second day of back-to-back Ozone Action Days, if equipment is labeled stating the type of the fuel used and the contractor has contacted the Planner Scheduler and received permission to proceed with the work. 4. Equipment using reformulated gas will be allowed to operate on the third day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used, and the contractor has contacted the Planner Scheduler and received permission to proceed with the work. F. Drought Stipulation: The City intends on establishing a routine scheduled right-of-way mowing program which will control the growth of grass and weeds to an acceptable level. However, the lack of rainfall throughout the contract period may slow the growth of grass and weeds to a level which does not require mowing of the rights- of-way at the predetermined scheduled dates. In the event, a drought situation develops at any time throughout the contract period, the Planner Scheduler will direct the Contractor to either continue mowing, Page 3 of 21 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 mowing on a limited basis or suspend mowing altogether. Cycles which are canceled due to drought conditions will not be made up. Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. Safety Requirements The Contractor shall always perform with all safety requirements for crew, public, and surroundings. A. Public Safety and Convenience: 1 . The safety of the public and the convenience of traffic shall be regarded as prime importance. All portions of streets shall be kept open to traffic. The Contractor shall coordinate all work with the Planner Scheduler and shall place warning signs in accordance with the current version of the Texas Manual on Uniform Traffic Control Devices. Signs, sign stands, safety flags, and all other safety materials or devices as well as safety vests will be required to protect the mowers and the traveling public and will be furnished by the replacement of these items as necessary. If at any time work is in progress, the traffic control devices do not accomplish the intended purpose due to weather or other conditions affecting the safe handling of traffic, the Contractor shall immediately make necessary changes thereto to correct the unsatisfactory conditions. These provisions for direction traffic will not be paid for directly but shall be subsidiary to the various bid of this contract. B. Chemicals: 1 . All products (chemicals) shall be kept in a properly labeled container and a Safety Data Sheet (SDS) kept on each item, in a clearly marked SDS notebook by the Contractor. The Contractor shall also supply a copy of all SDS sheets to the Planner Scheduler. Equipment The Contractor shall ensure that all equipment is up to required safety standards. A. All Contractor's ground maintenance equipment must be equipped with safety devices which conform to manufacturer's standards and all applicable OSHA regulations to prevent damage to property. All equipment shall be approved by the Planner Scheduler, before and/or during the duration of the contract. The type of equipment required for the grounds maintenance shall be maximum cutting widths for rigid frame rotary mowers shall be 108 inches. Hinged or batwing mower cutting widths shall be approved by the Planner Scheduler. Slope mowers to have 72 inches cutting width and 28 foot or greater Page 4 of 21 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 cutting reach. All mowers shall be kept in good operating condition and shall be maintained to provide a clean sharp cut of vegetation at all times. B. Should the Contractor's equipment require service while at any location, the Contractor must notify the Planner Scheduler. The Contractor shall not permit any oil, grease, or lubricants to spill onto or to contaminate the soil. The Contractor shall be responsible for any clean up and disposal of contaminated soil in accordance with all Applicable City, State, and Federal Regulations. Security and Protection of Property The Contractor shall follow all security requirements and protect all property. A. Security Requirements: 1 . The Contractor shall maintain and abide by the security measures at all locations including locking gates when leaving the sites. 2. The Contractor shall not enter the buildings at any location for any reason without receiving prior approval from the Planner Scheduler. B. Protection of Property: 1 . The Contractor shall take proper measures to protect all property which might be damaged by Contractor's work hereunder, and in case of any damage resulting from any act or omission on the part of or on behalf of the Contractor. The Contractor shall restore at the Contractor's own expense the damaged property to a condition similar or equivalent to that existing before such damage was done or shall make good such damage in an acceptable manner. 2. All damages which are not repaired or compensated by the Contractor will be repaired or compensated by the city at the Contractor's expense. All expenses charged by the city for repair work or compensation shall be deducted from any monies owed to the Contractor. Notifications and Inspections The Contractor shall notify the Planner Scheduler on all inspections. A. Each Monday morning prior to 7:00 a.m., The Contractor shall email the Planner Scheduler indicating the locations and work being performed that week for approval. If the locations listed on the approved schedule were not mowed and the schedule requires modifications the revised schedule shall be submitted to the Planner Scheduler by 5:00 p.m. the day the location was missed. No work shall be done with proper, prior notification. B. A list of completed locations ready for inspections shall be emailed to the Planner Scheduler no later than 7:00 a.m. on the day to be inspected. When Page 5 of 21 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 a location is completed, the Planner Scheduler shall inspect the site and advise the Contractor of any discrepancies/rejections. If any property does not pass an inspection, The Contractor will have one working day to correct for credit. If the property is rejected a 2nd time, the Planner Scheduler will notify the Contractor and deduct 10% for unsatisfactory work from the invoice. If at any time, an area is not corrected, the Contractor will not be given any credit. C. The Contractor shall submit invoices only after a cycle is completed. All areas that have a 10% penalty for unsatisfactory work will have the 10% applied to the total of the invoice. For incomplete work, the invoice will be adjusted to reflect the properties missed based on the cost per acre from the invoice total. D. The City shall have the right to examine the supplies, materials, and equipment used by the Contractor at any time during the contract period or extension terms. E. The Contractor shall always provide a qualified supervisor on each crew while working under this contract. Each supervisor shall be authorized by the Contractor to accept and act upon all directives issued by the Planner Scheduler. Failure of the supervisor to act on said directives shall be enough cause to give notice that the Contractor is in default of the contract unless such directives would create potential person injury or safety hazards. F. Contractor shall promptly (same day) notify the Planner Scheduler of any broken or damaged irrigation systems and poor or inadequate irrigation patterns, holes, cave-ins, or depressions in turf grass, mulched areas, broken signs, watering schedules defects or hazards that impact quality of turf and/or landscaping. G. The Contractor shall be responsible for the replacement of any damages that may be damaged due to improper performance of designated maintenance activities. In such case, The Planner Scheduler shall specify when replacement is to be made. If the Contractor fails to replace the damaged property according to the Planner Scheduler, the Contractor agrees that the City may replace and reduce the Contractor's payment by the amount of cost and/or may result in termination of the contract. Page 6 of 21 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 Exhibit 1 Street Right of Way ID Street Name Location Acres 1 Bates Street Flato to SPID 1.22 3 Bear Lane SPID to Joe Mireuir Rd 8.45 4 Bush SPID to Los Robles 3.00 6 Flato Road Agnes(S.H.44)to Bear Ln 5.06 7 Forrest Lane NPID to Gibson 0.25 8 Greenwood Saratoga to D/E 2.76 9 Hereford Agnes(S.H.44)to Leopard 2.69 10 Heinsohn Road Agnes to Bear Lane 3.33 11 Holly Road Greenwood to Los Robles 0.59 12 Leopard Navigation to NPID 6.10 13 McBride Leopard to Up River 3.64 14 Molina/Rockford Alley West Point Rd.to D/E 2.67 15 McCampbell Agnes(S.H.44)to Leopard 3.33 16 Navigation Old Brownsville Rd to Up River 15.48 17 NPID N. Bound- Bear Ln to Agnes 3.64 18 NPID S. Bound -Gibson to Bear Ln 1.46 19 NPID S. Bound- Leopard to Lexington 0.85 20 Old Brownsville Road Post to Morgan 1.08 21 Old Brownsville Road SPID to Saratoga 25.21 22 SPID N. &S. -Greenwood to Bear Ln. 3.39 23 Talbert Road Agnes(S.H.440 to Pavement Ends) 2.09 24 Villa Agnes(S.H.44)to Baldwin 1.41 25 West Point Road SPID to Old Brownsville Rd 4.01 26 Agnes(S.H.44) Gilliam to Rand Morgan 2.73 27 Alpine Manning to N. Clarkwood Rd 4.88 28 Bearden Suntide to Hunter Road 1.06 29 Benys Road Leopard to Hampshire 0.62 30 Bockholt Road Agnes(S.H.44)to McGloin Rd 7.68 31 Bronco Road Agnes(S.H.44)to Sedwick 5.55 32 Chickery Alpine to Dead-End 0.83 33 N. Clarkwood Road Agnes(S.H.44)to Up River Rd 14.60 34 S. Clarkwood Road Agnes(S.H.44)to City Limits 13.45 35 Commerce Agnes(S.H.44)to Eklund 1.38 36 Corn Products Road IH 37 to Hopkins Road 10.41 37 Eklund S. Clarkwood Rd to Commerce 0.69 38 Gilliam Root to Alpine 0.34 39 Hopkins Road Lexington Blvd.To Agnes(S.H. 44) 4.97 Page 7 of 21 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 40 Hunter Road Leopard to Up River Rd 2.94 41 Iris S. Clarkwood to Commerce 0.90 42 Lantana Lexington Blvd.to Up River Rd. 8.49 43 Leopard NPID to Corn Products Rd 7.75 44 Leopard Corn Products to Rand Morgan 42.34 45 Lexington Blvd. Leopard to NPID 4.16 46 Manning Agnes(S.H.44)to Sedwick Road 5.36 47 McGloin Road S. Clarkwood to City Limits(763) 10.00 48 Rhew Street Sedwick to Bearden 3.02 49 Root N. Clarkwood to Gilliam N. Side 0.13 50 Rusk Street Agnes(S.H.44)to D/E 0.41 51 Sedwick Road South Minerals Rd to N. Clarkwood 9.31 52 South Minerals Road Up River Road to Sedwick 6.29 53 Stillwell Lane Leopard to End of Pavement 1.11 54 Suntide Road Leopard to Lakeview Cir 3.72 55 Tuloso Road Stillwell to Up River Road 0.82 56 Baskett Countiss to Robby 0.36 57 Butler Violet Road to Cliff Crenshaw 0.74 58 Callicoatte Road Up River to City Limits 10.77 59 Carbon Plant Road Up River Road to City Limits Line 0.70 60 Church Street Leopard to Dead-End 0.42 61 Cliff Crenshaw Willowood to Blades 0.88 62 County Rd. 69 F.M. 624 to Co. Rd 52 1.73 63 County Rd 52 (North Side) Hwy 77 to County Rd 69 0.68 64 E. Harrington Leopard to Dead-End 1.00 65 Emory Rushing to Dead-End 2.12 66 F.M. 624 Wildcat Drive to City Limits 34.13 67 N. Harrington McKinzie Road to Irma 1.45 68 Harney D/E South to D/E North 0.31 69 Haven Road Violet to Pavement Ends 2.24 70 Hart Road Leopard to Up River Rd 1.65 71 Hearn Road Callicoatte Road to Brooklane 6.46 72 Kingsbury McKinzie to McCain 1.06 73 Leonard Starlite to Leopard 3.56 74 Leopard Street Rand Morgan Rd to Violet Rd 17.92 75 Leopard Violet Road to Railroad Tracks 14.46 76 Lois Leopard to N. Harrington 0.36 77 Mallard Violet Road to Widgeon 1.43 78 Mobile Robby to Rhodes 0.47 79 McCain Leopard to Dead-End 1.64 80 McKinzie Lane McKinzie Road to Carbon Plant Rd. 3.37 81 McKinzie Road Kingsbury to City Limits 8.59 Page 8 of 21 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 82 Nelon Violet Road to Dead-End 0.51 83 Rand Morgan Agnes(SH 44)to IH37 23.00 84 Rehfield Up River Road to I.H. 37 0.77 85 Rhodes Ct. Leopard to Mobile 0.30 86 Robby Leopard to Kingsbury 2.19 87 Sessions Road I.H. 37 to End of Pavement 1.49 88 Shady Lane Starlite to Leonard 0.72 89 Shane McCain to Dwyer 0.35 90 Starlite Violet Road to Sunny 2.37 91 Up River Road I. H. 37 (Violet)to Rand Morgan 6.10 92 Up River Road Rand Morgan to Clarkwood 1.60 93 Up River Road I.H. 37 to Sharpsburg Road 10.30 94 Violet Starlite to City Limits 5.76 95 Widgeon Dead Ends to Haven 0.95 96 Warrior Haven to Horseshoe 0.44 97 Buckhorn Leopard to Railroad Ave 0.22 98 Cynthia River Land to Sharpsburg 1.91 99 Elliff Leopard to Railroad Ave 0.42 100 Figueroa Sharpsburg to Nueces River 2.88 101 IH 37 E. side Sharpsburg to Sharpsburg 2.33 102 Railroad Avenue Redbird East to I.H. 37 0.50 103 Ripple St. Highway 77 to Northwest trail 0.37 104 River Lane Zamora to Dead End. 5.31 105 Sharpsburg Road Up River Road to Leopard (I.H. 37) 3.98 106 Zamora Sharpsburg to River Lane 0.68 107 Leopard Medians Lexington to Rand Morgan,medians&shoulders 15'width.Rand Morgan to 52.35 p RR tracks,shoulders only 15'width 108 Saratoga Blvd. Greenwood to Old Brownsville 26.90 109 CR 73 FM 642 to 5155 CR 73 0.98 110 FM 1889 FM 624 to City Limit @ 1400' Both sides 1.00 Total Acres 552.76 Drainage Ditch Right of Way ID Ditch Name Location Acres 1 C. C. Industrial Ditch Agnes(SH 44)to Airport Ditch#2 2.11 2 Dona Ditch Up River to D/E 0.69 3 Donigan Ditch Agnes(SH 44)to Kosar Ditch 9.09 4 Enterprise Ditch#1 Agnes(SH 44)to SPID 27.46 5 Enterprise Ditch#2 SPID to Kelly Ditch 18.54 6 Flato Road (Collector) Agnes(SH 44)to Bear Lane 3.18 7 Heinsohn Ditch NPID to Kosar Ditch 10.34 8 Hopkins Ditch (Roadside) Lexington to Acme Ditch 3.68 Page 9 of 21 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 9 Hopkins Road Ditch Hopkins Ditch to Acme Ditch 1.81 (Collector) 10 Kosar Ditch Flato to Joe Mireuir 11.63 11 Navigation Ditch#1 Navigation to Airport#2 0.76 12 Navigation Ditch#2 Navigation to Airport#2 0.76 13 Weil Ditch Leopard to City Limits 1.77 14 L-Rod Ditch Charles- Upriver- 1st Telephone pole 1.17 15 Carbon Plant Drainage Up River Road to IH 37 2.76 Ditch 16 Till Creek Drainage Ditch Bearden to IH37 to Up River Road 3.61 17 Church Violet Road to dead-end 0.43 18 Clarkwood Ditch Bark St. Channel to Clarkwood East 5.43 #1 19 Clarkwood Road Ditch Leopard to Bark Street Channel 8.20 (Collector) 20 Clarkwood East Ditch#2 So. Clarkwood Road to Clarkwood 0.31 Ditch 21 Clarkwood E. Ditch Agnes(Old S.H.44)to (New)S.H.44 2.29 22 Five Point Outfall U. S. 77 to Emory Street 8.91 23 Gilliam Ditch Gilliam St.to the Bark St. Channel 0.35 24 Kingswood Ditch Turkey Ditch to Starlite Lane 1.35 (Collector) 25 Magee Ditch I.H. 37 to 500' N. of Up River Road 2.11 26 McNorton Ditch Blanco Rd.to Clarkwood 25.67 27 Railroad Ditch Railroad Tracks to N. of Up River Road 2.72 28 Ravine Ditch Leopard to Dead End 0.64 29 River Ridge/Wal-Mart Riverside to dead-end 4.50 30 Turkey Creek Ditch Frontier to Up River Road 21.59 31 Violet Ditch Turkey Ditch to dead-end 14.42 32 Woodriver Ditch#1 Dead End to 620 ft. N. of Beal 3.86 33 Woodriver Ditch#2 Woodriver Street to City Limits 3.77 34 Turkey Creek Ditch Leopard to West Guth Park 1.60 35 Emory Ditch East Side East side of Emory Rd. 2.71 36 Kelly Ditch Kosar Ditch to Highway 44 16.16 37 Julianna Ditch Sessions to Julianna 0.52 Total Acres 226.89 Page 10 of 21 DocuSign Envelope ID'.B535E465-2CD7-4B1E-A9F6FFB4C35F2A64 —IDEi M1ia 2/27/2013 U ---- �z v\ LEGEND —Ditch ROW COMrecl "�^"•w.,, 1 —Stl-ROW COM— —M—.by Slate I� 1 tch ■aN�m�s nv ti 1 a LEaa— ARD _x t y - e x - .. r� vov x woaps rx xslmnos ' � = � _ 4 N ES '"'^ •NES /- � J r� l o x r MOWING w -�- x uu ZONE A S,t--p—4,08,—A2,03A-5.L6A-8.L9.10 111-12,7PU5,-09 Page 11 of 21 DocuSign Envelope ID'.B535E465-2CD7-4B1E-A9F6FFB4C35F1A64 g � 2/21/2013 a � le e _ F3z GNE, R NGNEI _- NGNES LEGEND —St—ROW C.M— 1 m �Odch °-9,.=. "•,•�E0 RG N 3Qty Lund, f fl \ o HORN i a F r .. MOWING ZONE E,t..Mao s9,a ,a,s 19-0,-0-03-05 � Page 12 of 21 D,,,Sign Envelope ID'.B535E465-2CD1-4B1E-A9F6FFB4C35F2A64 2l2]I2013 ' ' r •. s' �,.' f waw waW £ - 4 - v C... S " —Ouch ROW C.M,.d Sire i ROW COMiecl try SYete i \ 312 � � /�\•. // � EOICh g � t i DOLL HNR OO LU \ � r j m u.x MI x i \ _ r , , \ \ r i,. � w eu x. 3 � 3 I — & xis ° mm 6 / �xu xwra. WATfR k « MOWING ZONE Page 13 of 21 D,,,Sign Envelope ID'.B535E465-2CD7-4B1E-A9F6FFB4C35F2A64 �A'•� 1 2/27/2013 O LMEND I R J I _..._.._.._.. � —Darn Row comma Street Row C.M— 0 i Mowed M sate Titch —!Qty—!Qty Limds z �\ A. / 1 I � � t E < i S f-vse-tzmi—�% l < MOWING ZONE S,t�--p:44-,,.44-,z.aa-,5.44-,6.45-09.45-,3.4,4.55-0,.5-2 Page 14 of 21 D,,,Sign Envelope ID'.B535E465-2CD1-4B1E-A9F6FFB4C35F2A64 2/2912013 e e. LMEND LL �� —Darn OW comma Mavetlnrsate ofd, Dt �2 1f ,T- j1 x jVl m I S\ \_ k MOWING ZONE —t—M.p 45-0645-0/45-1045-11 5124 A4, -1545-,641355-025�355o 55 s5�/55-08 Page 15 of 21 D,,,Sign Envelope ID'.B535E465-2CD7-4B1E-A9F6FFB4C35F2A64 f 2/27/2013 2 \ o i � \ r I i LEGEND _ORch ROW Contiecl —Stye i ROW Contract M . t UtO M a e - �� City L�mAs f - 1 sr^ i �' `` �? �'--..�.- iw•n-naR.e av wl y � \ LE ter A'- � ; m p rc r� L — �9 f — STORMWATER MOWING ZONE S,t�oaMav- -,S.-,5.ssaa-0a.-,z. -a,-0z-0a.as.-0s-0z�.-,a,-,,.-,a,-,a,-s,a�-0z.-0S.a7 Page 16 of 21 D,,,Sig,Envelope ID'.B535E465-2CD7-4B1E-A9F6FFB4C35F2A64 2/27/2013 h, 'A % � 1 j p Ja Ig \ Ex \\ .•1 LEGEND —Ditch ROW Contract _ 1 —St—ROW C.M— / ?e \\1 —M—.by Slate d ' Utd EOlch I r 3C1N LimilS s � I om• I � I �,"'—o anRO MoacnR � v z_l.,M _ y/k SfORMWnTut s i 3/ MOWING ZONE �wo.. ba ao Page 17 of 21 DocuSign Envelope ID'.B535E465-2CD7-4B1E-A9F6FFB4C35F1A64 2/27/2013 O oMORanN � / I / LEGEND —St ROW Cont SIre i •�....— - o,....•Poo z x.mn.�e G..T.a"o ROW Contmcl -/�. ..s✓ Qich .by&.ti m ~ • w�woe Dth _ _ _ oo pao muFcroA Roa�itle aly Lmd, a 0 / dM..9 . 7 s ¢ \C\ _ l r% P i I j 1 E � / Alter ZONE —M.pM-,867-3670468 01 6-667 0;67-67-10-1671 i y � .• N i'�ii Page 18 of 21 DocuSign Envelope ID'.B535E465-2CD7-4B1E-A9F6FFB4C35F2A64 2/27/2013 —Ditch ROW C.M,d St—ROW C.P— `\, —Mm.by Slate flitch Dtlh I,..,Roa�itle 'C1tY Lund, a i ` L !!1777 •" / _ �v LEo �o°Mo .nn. m g - SfORM WATfR MOWING ZONE ® o Page 19 of 21 D,,,Sign Envelope ID'.B535E465-2CD1-4B1E-A9F6FFB4C35F2A64 9 2/27/2013 o .b y a I= o x o a, „r LEGEND —Duch ROW C.M,.d g 5 —Stl-ROW C.Mm —Ma by&.ti �Dith e All Roe�itle - 3Clty L mils I ro�a, s e q, C0 . � �,.sraiMwnlOc I MOWING ..i� ZONE S,to.Mao 67, ».78, Page 20 of 21 DocuSign Envelope ID'.B535E465-2CD1-4B1E-A9F6FFB4C35F1A64 y fir ? - - 2/27/2013 e. \i 4,. Y E r � I w r 0 i s ° LMENDl ro _ —Dkh ROW C.ft.l —Sheet ROW C.M— \ .w.. —M—.by Slete \. Ouch TOitch ROG 1. � \ 3Clty Limns b m 4 e G \1 �Y o� —MOLL. HOLLY 3= m 0 �I m sn Raiocn o saRnioca AORM WATLR I � I a i o 3 MOWING £w ZONE I I, i i S,t�-Man-ia-,e,ie�,-,a,-,a,-,a.-s,e.ea-oae9-0,nzna-0a ns .azoa.-„ Page 21 of 21 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 ATTACHMENT B: BID/PRICING SCHEDULE CITY OF CORPUS CHRISTI ° CONTRACTS AND PROCUREMENT BIQi{q(aWpus Christi i„pfl POR FE� R FB No. 4605 Mowing for Storm Water and Street Right of Way Date: 3/8/2023 PAGE 1 OF 2 Authorized Bidder: _2Chainz Brush Clearing LLC Signature: 1. Refer to "Instructions to Bidders” and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Item Description Cycles Acres Cost per Cost per Cycle Total Per Year Acre 1 Storm Water and Street 12 552.76 38 21004.88 252058.56 Right of Way- Year 1 2 Storm Water and Street 12 552.76 38 21004.88 252058.56 Right of Way- Year 2 3 Storm Water and Street 12 552.76 Right of Way- Year 3 38 21004.88 252058.56 4 Storm Water Drainage 4 226.89 205 Ditch Right of Way- Year 1 I 46512.45 186049.80 5 Storm Water Drainage 4 226.89 205 46512.45 186049.80 Ditch Right of Way-Year 2 6 Storm Water Drainage 14 226.89 205I 46512.45 186049.80 Ditch Right of Way- Year 3 Total Years 1,314,325.00 DS 1,314,325.08 -� DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 PAGE 2 OF 2 Item Description Cycles Acres Cost per Cost per Cycle Total Per Year Acre 7 Storm Water and Street 12 552.76 Right of Way- Option 38 21004.88 252058.56 Year 1 xt here 8 Storm Water Drainage 4 226.89 Ditch Right of Way- 205 46512.45 186049.80 Option Year 1 Total Opt on Year 1 438108.36 Item Description Cycles Acres Cost per Cost per Cycle Total Per Year Acre 9 Storm Water and Street 12 552.76 Right of Way- Option 38 21004.88 252058.56 Year 10 Storm Water Drainage 4 226.89 Ditch Right of Way- 205 46512.45 186049.80 O tion Year 2 Total Option Year 2 1 438108.36 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability Including: $1 ,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS Page 1 of 3 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. Page 2 of 3 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. BOND REQUIREMENTS: No bonds are required for this Agreement. 2021 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services -Services Performed Onsite 05/10/2021 Risk Management - Legal Dept. Page 3 of 3 DocuSign Envelope ID: B535E465-2CD7-4B1 E-A9F6-FFB4C35F2A64 ATTACHMENT D: WARRANTY REQUIREMENTS No warranty required for this Agreement. Page 1 of 1 "Al—_ /J 2/21/2013 -- ZLEGEND —Ditch ROW COMrecl w v`�^"•h„x- —...—. —Stl-ROW C.M— �y. —M—.by Slate Utch t.. � E i ,,, - � 1oN❑mss r a ._x _ m m o w o =s a r I a s fl 9J I' T JJ u SMOWING s -- ---._ ZONE n e Exton Map:68-04.0e.--,03A-5,-06-07-0e.-09.10 11-12,1PU5,-09 2/27/2013 'aa t F f, ¢ ,3 8 NE, O R NGNES ----� ---- _- ----. AG— LEGEND ,1 e --- --. —St i ROW CM i 1 m _ Ouch y� — 3 m Olch "... "•,•�E Na N �C1N Limns LL 21 f fl \ o r +_An'•WATLR a � � MOWING o � ZONE e s,,oa Mao " 2/27/2013 s � A w r IQ LM � THOHNE �—HORNE \ •e�x"i —. _§� �. -// ,=. h ROW C i — ■oec R �itle w .,. j. 3QlY LmAs i i i m o e T i s 22 ®, g \ ' 1 \ r 4 L w s r � - 3 9 v \ ° �.r .mss ° mm 6 s k « t. MOWING ZONE �f•,` 1 2/21/2013 O LMEND I R r I � —oarn Row comma Street Row C.M— \\ EDkh 3CiN LimAs r 75"', fr i I I r / i S f-vse-tzmi--% l MOWING ZONE s,t-Mao—,.—,z.—5.—16-9, 14,55-0,.5-2 " ` --- •--.._ �l/' 212112013 } _ �r O _ g LMEND i —Darn OW C.m,.d �� r '•. —sreaROW common � by sage II 1i Eonch 11aN Lmd, � �1 d y 8 — j 1 m I S\ STORMWATER MOWING ZONE —t—Map-4-45-10-11—aE�a a.��s ase a.��a ss-0z ss-aa ssoa ss-0e ss-m ssne f 2/21/2019 W 0 — — ' LEGEND —Otch ROW COMmcI .. \�-'�• I "� — Stre4 ROW COMrac1 L — TDtlh yro"' 1 _ wo... -m As C1ty Lei a �Issoauo no -»> e = _ —ii i „STORM WATfR MOWING ZONE '�•ly s—oaMao -,3.-,5.s 2!21!2013 i a i i LEGEND —Ditch ROW COMiecl 1 —St—ROW C.M— .. Ditch M—.by Slate �f TDItlh 'QtyLimds I,'K j- mcK lid s om• I i I� i z_l.,M _ y/k STORM WnTOt s i 3/ MOWING a a ZONE x o b� aR 4/27/2013 o �oMoa�aR ,: X y 1 s — a y' LEGEND c voam, Y 5 i Bp I —01ch ROW Conl St—ROW CM owed by sale 1 Moi m ich _ _ _ oo pao muFcroA -- Roadsitle -Cib Lmd, a _--- -j 2 0 i dM..9 . 7 BN �. a•mo. /5 s ¢ \C\ _ l ri s t E � / Alter ZONE s� —Mao-M-,as,—367 0468 01 6-667 0;67-67- 16712 i y � _ 2/27/2013 RO C—Ouch ROW Contract —St,-ROWContract `\, —Mm.by State Ouch Dth I,..,Roa�itle a i !!1777 •" / _ �v LEo �o.Mo .nn. m g STORM WATfR MOWING ZONE 0 0 2/27/2013 j LEGEND —Ouch ROW C.M,.d St,-ROW. C.� — by SlueDtm� D th MIOPI L 0 MOWING ZONE S,t,..M.p 67,e.77,78, r o ft . i.. 3 � m � LEGEND —OIch ROW C.tl d —Shret ROW C.M— \ .w.. —M—.by&.te \. Ouch p- - TOitch ROG 1. � \ 3Clty Limns b m 4 e �Y o� MOLL. HO— t77=77=777=7 OLLY 3= m 0 m ._ sn Raiocn o saRnioca no.,AORM WATLR I � I a i '\ w o MOWING £w ZONE I I, i i S,t�-wan:la-,e,lei,-,a,-,a,-,a.-s,e.ea-oae9-0,nzna-0a ns .azoa.-„ Public Works Department Resolution for Mowing for Storm Water and Street Right-Of-Way Council Presentation F4 � . April 25, 2023 ,�r Acreages Total Contractual acreage maintained — 1,200 Maintained Total In-House acreage maintained — 1,200 City consist of Right-of-Way & Drainage Ditches acreage— 795.40 9Groups from Padre Island to Drainage Ditches: Quarterly FM 624 Street ROW (without curb and gutter): Monthly STREET RIGHT OF WAY - ZONE 7 SECTION 1 SECTION 2 1 Bates Street Flato to SPID 1.22 26 Agnes(S.H.44) Gilliam to Rand Morgan 2.73 3 Bear Lane SPID to Joe Mireuir Rd 8.45 27 Alpine Manning to N.Clarkwood Rd 4.88 4 Bush SPID to Los Robles 3.00 28 Bearden Suntide to Hunter Road 1.06 6 Flato Road Agnes(S.H.44)to Bear Ln 5.06 29 Benys Road Leopard to Hampshire 0.62 30 Bockholt Road Agnes(S.H.44)to McGloin Rd 7.68 7 Forrest Lane NPID to Gibson 0.25 31 Bronco Road Agnes(S.H.44)to Sedwick 5.55 8 Greenwood Saratoga to D/E 2.76 32 Chickery Alpine to Dead-End 0.83 9 Hereford Agnes(S.H.44)to Leopard 2.69 33 N.Clarkwood Road Agnes(S.H.44)to Upriver Rd 14.60 10 Heinsohn Road Agnes to Bear Lane 3.33 34 S.Clarkwood Road Agnes(S.H.44)to City Limits 13.45 11 Holly Road Greenwood to Los Robles 0.59 35 Commerce Agnes(S.H.44)to Eklund 1.38 36 Corn Products Road IH 37 to Hopkins Road 10.41 12 Leopard Navigation to NPID 6.10 37 Eklund S.Clarkwood Rd to Commerce 0.69 13 McBride Leopard to Upriver 3.64 38 Gilliam Root to Alpine 0.34 14 Molina/Rockford West Point Rd.to D/E 2.67 39 Hopkins Road Lexington Blvd.To Agnes(S.H.44) 4.97 Alley 40 Hunter Road Leopard to Upriver Rd 2.94 15 McCampbell Agnes(S.H.44)to Leopard 3.33 41 Iris S.Clarkwood to Commerce 0.90 16 Navigation Old Brownsville Rd to Upriver 15.48 42 Lantana Lexington Blvd.to Upriver Rd. 8.49 17 NPID N.Bound-Bear Ln to Agnes 3.64 43 Leopard NPID to Corn Products Rd 7.75 44 Leopard Corn Products to Rand Morgan 42.34 18 NPID S.Bound-Gibson to Bear Ln 1.46 45 Lexington Blvd. Leopard to NPID 4.16 19 NPID S.Bound-Leopard to Lexington 0.85 46 Manning Agnes(S.H.44)to Sedwick Road 5.36 20 Old Brownsville Road Post to Morgan 1.08 47 McGloin Road S.Clarkwood to City Limits(763) 10.00 21 Old Brownsville Road SPID to Saratoga 25.21 48 Rhew Street Sedwick to Bearden 3.02 22 SPID N.&S. -Greenwood to Bear 3.39 49 Root N.Clarkwood to Gilliam N.Side 0.13 Ln. 50 Rusk Street Agnes(S.H.44)to D/E 0.41 23 Talbert Road Agnes(S.H.440 to Pavement 2.09 51 Sedwick Road South Minerals Rd to N.Clarkwood 9.31 Ends) 52 South Minerals Road Upriver Road to Sedwick 6.29 24 Villa Agnes(S.H.44)to Baldwin 1.41 53 Stillwell Lane Leopard to End of Pavement 1.11 25 West Point Road SPID to Old Brownsville Rd 4.01 54 Suntide Road Leopard to Lakeview Cir 3.72 55 Tuloso Road Stillwell to Upriver Road 0.82 Total 101.68 Total 175.91 STREET RIGHT OF WAY - ZONE 8 SECTION 1 56 Baskett Countiss to Robby 0.36 SECTION 2 57 Butler Violet Road to Cliff Cranshaw 13.74 g7 guckhorn Leopard to Railroad Ave 0.22 58 Callicoatte Road Upriverto City Limits 10.77 59 Carbon Plant Road Upriver Road to City Limits Line 0.70 98 Cynthia River Land to Sharpsburg 1.91 60 Church Street Leopard to Dead-End 0.42 61 Cliff Crenshaw Willowood to Blades 0.88 99 Elliff Leopard to Railroad Ave 0.42 62 County Rd.69 F.M.624 to Co.Rd 52 1.73 100 Figueroa Sharpsburg to Nueces River 2.88 63 County Rd 52(North Side) Hwy 77 to County Rd 69 0.68 64 E.Harrington Leopard to Dead-End 1.00 101 IH 37 E.side Sharpsburg to Sharpsburg 2.33 65 Emory Rushing to Dead-End 2.12 102 Railroad Avenue Redbird Eastto I.H.37 0.50 66 F.M.624 Wildcat Drive to City Limits 34.13 67 N.Harrington McKinzie Roadto Irma 1.45 103 Ripple St. Highway 77 to Northwesttrail 0.37 68 Harney D/E South to D/E North 0.31 69 Haven Road Violet to Pavement Ends 2.24 104 River Lane Zamora to Dead End. 5.31 70 Hart Road Leopard to Upriver Rd 1.65 105 Sharpsburg Road Up River Road to Leopard(I.H.37) 3.98 71 Hearn Road Callicoatte Road to Brooklane 6.46 72 Kingsbury McKinzie to McCain 1.06 106 Zamora Sharpsburg to River Lane 0.68 73 Leonard Starlite to Leopard 3.56 107 Leopard(2nd cut) Lexington to Rand Morgan,medians&shoulders 15'width. 52.35 74 Leopard Street Rand Morgan Rd to Violet Rd 17.92 75 Leopard Violet Road to Railroad Tracks 14.46 Rand Morgan to RR tracks,shoulders only 15'Width 76 Lois Leopard to N.Harrington 0.36 108 Saratoga Blvd. Greenwood to Old Brownsville 26.90 77 Mallard Violet Road to Widgeon 1.43 109 CR 73 FM 642 to 5155 CR 73 0.98 78 Mobile Robby to Rhodes 0.47 79 McCain Leopard to Dead-End 1.64 110 FM 1889 FM 624 to City Limit @ 1400'Both sides 1.00 80 McKinzie Lane McKinzie Road to Carbon Plant Rd. 3.37 111 Leopard Medains Lexington to Rand Morgan 15.74 81 McKinzie Road Kingsbury to City Limits 8.59 82 Nelon Violet Road to Dead-End 0.51 Total 115.57 83 Rand Morgan Agnes(SH 44)to IH37 23.00 84 Rehfield Upriver Road to I.H.37 0.77 85 Rhodes Ct. Leopard to Mobile 0.30 86 Robby Leopard to Kingsbury 2.19 87 Sessions Road I.H.37 to End of Pavement 1.49 88 Shady Lane Starlite to Leonard 0.72 89 Shane McCain to Dwyer 0.35 90 Starlite Violet Road to Sunny 2.37 91 Up River Road I.H.37(Violet)to Rand Morgan 6.10 92 Up River Rd Rand Morgan to Clarkwood 1.60 93 Up River Road I.H.37 to Sharpsburg Road 10.30 94 Violet Sta rlite to City Limits 5.76 95 Widgeon Dead Ends to Haven 0.95 96 Warrior Haven to Horseshoe 0.44 Total 175.34 DRAINAGE DITCH RIGHT OF WAYS ZONE AREA ZONE Areas 1&2 5 C.C.Industrial Ditch Agnes(SH 44)to Airport Ditch#2 2.11 21 Church Violet Road to dead-end 0.43 6 Dona Ditch Up River to D/E 0.69 22 Clarkwood Ditch Bark St.Channel to Clarkwood East#1 5.43 23 Clarkwood Road Ditch(Collector) Leopard to Bark Street Channel 8.20 7 Donigan Ditch Agnes(SH 44)to Kosar Ditch 9.09 24 Clarkwood East Ditch#2 So.Clarkwood Road to Clarkwood Ditch 0.31 8 Enterprise Ditch#1 Agnes(SH 44)to SPID 27.46 25 Clarkwood E.Ditch Agnes(Old S.H.44)to(New)S.H.44 2.29 9 Enterprise Ditch#2 SPID to Kelly Ditch 18.54 26 Five Point Outfall U.S.77 to Emory Street 8.91 27 Gilliam Ditch Gilliam St.to the Bark St.Channel 0.35 10 Hato Road (Collector) Agnes(SH 44)to Bear Lane 3.18 28 Kingswood Ditch(Collector) Turkey Ditch to Starlite Lane 1.35 11 Heinsohn Ditch NPID to Kosar Ditch 10.34 29 Magee Ditch I.H.37 to 500'N.of Up River Road 2.11 12 Hopkins Ditch (Roadside) Lexington to Acme Ditch 3.68 30 McNorton Ditch Blanco Rd.to Clarkwood 25.67 13 Hopkins Road Ditch(Collector) Hopkins Ditch to Acme Ditch 1.81 31 Railroad Ditch Railroad Tracksto N.of Up River Rd. 2.72 14 Kosar Ditch Hato to Joe Mieur 11.63 32 Ravine Ditch Leopard to Dead End 0.64 33 River Ridge/Wal-Mart Riverside to dead-end 4.50 15 Navigation Ditch#1 Navigation to Airport#2 0.76 34 Turkey Creek Ditch Frontier to Up River Rd. 21.59 16 Navigation Ditch#2 Navigation to Airport#2 0.76 35 Violet Ditch Turkey Ditch to dead-end 14.42 17 Weil Ditch Leopard to City Limits 1.77 37 Woodriver Ditch#1 Dead End to 620ft.N.of Beal 3.86 38 Woodriver Ditch#2 Woodriver Streetto City Limits 3.77 18 L-Rod Ditch Charles-Upriver-1st Telephone 1.17 pole 39 Turkey Creek Ditch Leopard to West Guth Park 1.60 19 Carbon Plant Drainage Ditch UpRiver Road to IH 37 2.76 40 Emory Ditch East Side East side of Emory Rd. 2.71 41 Kelly Ditch Kosar Ditch to Highway44 16.16 20 Till Creek Drainage Ditch Bearden to IH37 to UpRiver Road 3.61 42 Julianna Ditch Sessions to Julia nna 0.52 99.37 127.53 t= Recommendation LiY Staff recommends approval of this motion as presented. Department of Public Works Questions . so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 23, 2023 DATE: May 23, 2023 TO: Peter Zanoni, City Manager FROM: Jeff Edmonds, P.E., Director of Engineering Services JeffreyE(a)-cctexas.com (361)826-3851 Josh Chronley, Assistant Director of Finance & Procurement JoshC2(a-)cctexas.com (361) 826-3169 Purchase of Modular Building for Engineering Services CAPTION: Motion authorizing the purchase of a modular building from Sustainable Modular Management, of Frisco, Texas, for$225,530.00 to add 1,680 square feet of administrative space to be occupied by Engineering Services staff, with FY 2023 funding from the Engineering Services Fund. SUMMARY: This motion authorizes the fabrication and installation of a new portable building. The facility will be located at the Engineering Services Annex located at 4917 Holly Road. The new facility will include private offices, restrooms, storage and open office space for cubicles. The new facility will provide necessary office space to accommodate the additional construction inspectors and project managers that were approved as part of the FY 2023 budget initiatives. BACKGROUND AND FINDINGS: The Engineering Services construction management team currently works out of a portable building located at 4917 Holly Road. In 2022 the Corpus Christi Water Department requested that Engineering Services provide full time inspectors on all utility projects having a value of$10 million or more. To accommodate this request Engineering Services submitted a budget initiative to add eleven construction inspectors and one senior project manager. In addition, the City has significantly increased the amount of park and recreation and facility projects and to keep up with the construction management of these projects Engineering Services submitted a budget initiative to add three construction inspectors and one senior project manager. The existing facility does not have the capacity to accommodate the increase in personnel and for this reason a new facility is required. A budget of$250,000.00 for the new facility was captured in the approved FY 2023 utility construction management budget initiative. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bids process to obtain bids for the purchase of a portable building. The City received three bids, of which two were responsive, responsible bids, and one was non-responsive. The non-responsive bidder did not bid according to specifications. Staff recommends the lowest responsive, responsible bidder, Sustainable Modular Management. Bidder Base Bid (HMAC) 1 Sustainable Modular Management, Frisco, TX $225,530.00 2 Aries Building Systems, Houston, TX $247,628.00 ALTERNATIVES: The City Council could instruct staff to reject this proposal and not move forward with this project. The effect of this decision would effectively result in severe overcrowding of the existing facility. FISCAL IMPACT: The fiscal impact in FY 2023 is $225,530.00 with funding available from Engineering Services Fund. FUNDING DETAIL: Fund: Engineering Services (Fund 5310) Department: Engineering and Support Services (58) Org: Utility Inspectors (11170) Account: Other Equipment (550040) Activity: N/A Amount $225,530.00 RECOMMENDATION: Staff recommend approval authorizing the purchase of a Portable Building in an amount of $225,530.00 from Sustainable Modular Management of Frisco, Texas. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement City of Corpus Christi Bid Tabulation RFB#4583 Procurement Department Portable Building for Buyer:Erica A.Hernandez Engineering Services Annex Sustainable Modular Management- Aries Building Systems- *TSG Industries,LLC- Frisco,TX Houston,TX Duncanville,TX ITEM Location UOM Qty Unit Price Total Price Unit Price Total Price Unit Price Total Price 1 Double Wide Building EA. 1 $169,208.00 $ 169,208.00 $180,610.00 $ 180,610.00 2 Installation EA. 1 $46,764.00 $ 46,764.00 $50,430.00 $ 50,430.00 3 IDelivery I EA. 1 1 1 $9,558.00 $ 9,558.00T $16,588.00 $ 16,588.00 TOTAL $ 225,530.00 $ 247,628.00 *Non-responsive:Did not bid according to specifications. O SERVICE AGREEMENT NO. 4583 Portable Building for Engineering bC01110fl��� x852 THIS Portable Building for Engineering Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Sustainable Modular Management ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Portable Building for Engineering in response to Request for Bid/Proposal No. 4583 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Portable Building for Engineering ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for six months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Period(s)"), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $225,530.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form March 9, 2020 City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: David Thornburg Department: Engineering Services Phone: 361-826-4036 Email: Davidth@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form March 9, 2020 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form March 9, 2020 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: David Thornburg Title: Construction Manager Address: 4917 Holly Road Bldg 5, Corpus Christi, TX 78411 Phone: 361-826-4036 Fax: 361-826-1901 IF TO CONTRACTOR: Sustainable Modular Management Attn: Brian Schaefer Title: CSO Address: 2500 Legacy Drive, Suite 100, Frisco, TX 75034 Phone: 972-619-7300 Fax: 972-619-7333 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form March 9, 2020 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form March 9, 2020 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the .invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority; A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form March 9,2020 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. CONTRACTOR Signature: Printed Name: Title: 61P Date: h/9 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB/RFP No. 4583 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form March 9, 2020 .tyvs c 0 ATTACHMENT A: SCOPE OF WORK ia5a Project address: 4917 Holly Rd, Corpus Christi, TX 78415 Scope of Work: The Vendor shall supply, deliver, and install a double wide building to be used as office space. The building must be set up to meet windstorm requirements. Building specifications and floor plan is attached. Vendor will set up delivery and installation with Maria Godina, 361-826-3834 Page 1 of 5 BUILDING SPECIFICATIONS QUOTE: CONTACT: David Thornburg DATE:111912023 2017 NATIONAL.ELECTRIC CODE CLIENT: City of Corpus PROJECT:OFFICE 2015 INTERNATIONAL BUILDING CODE ADDRESS: Christi STATE:TX 2015 INTERNATIONAL MECHANICAL CODE CITYISTATE: CODE:2015 IBC BLDG.MODEL: STATE LABEL:TX 2015 INTERNATIONAL PLUMBING CODE d 2015 INTERNATIONAL ENERGY CONSERVATION COIE MODULE WIDTH 12 FLOOR LOAD:50 LB MODULE LENGTH= 70 ROOF LOAD:20 LB 2012 TEXAS ACCESSIBILITY STANDARDS NO.OF MODULES- 2 WIND LOAD:130 MPH 8 NTERIOR WALL HEIGHT 1 XTERIOR WALL HEIGHT FRAME: 5pUTRIGGER OUTRIGGER TYPE W/CROSSMEMBERS&OUTRIGGERS 48"O.C. SHITCH DEMOUNTABLE HITCH 2 LES NEW 6000#BRAKE AXLE PER MODULE 2 LES NEW 6000#IDLER AXLE PER MODULE 40 IRES NEW 8x14.5,10 PLY RATED FLOOR: 4900 OTTOM BOARD WOVEN PLASTIC TYPE OR EQUAL 274OIST SINGLE 2X6,16"O.C.,112 SYP OR EQUAL 117 IM JOIST SINGLE 2X6,#2 SYP OR EQUAL 4900 ECKING SINGLE 23/32"T&G STURD-I-FLOOR PLYWOOD 4900 F INSULATION R-19 UNFACED FIBERGLASS 200 F COVERING AZROCK Ile"12"x12"BLOCKTILE COLOR: L__4700F COVER 20 OZ.COMMERCIAL CARPET FACTORY INSTALLED COLOR: 1100 L.F.BASE 4"VINYL COVE BASE COLOR: EXTERIOR WALLS: 280STUDS 2X4 16"O.C„FULL HEIGHT 560 OP PLATE DOUBLE 2X4 112 SYP OR EQUAL _ 280 BOTTOM PLATE SINGLE 2X4#2 SYP OR EQUAL 2800 NSULATION R-13 KRAFT BACKED FIBERGLASS 2240 NT.COVERING 1/2"VINYL COVERED GYPSUM BOARD CHOICE FROM STANDARD COLORS COLOR: 2800EXT.COVERING 318"L.P.SMART PANEL 6"VERTICAL COLOR: ]145 XT.TRIM 7/16'X4" TRIM COLOR: 800 OUSE WRAP HOUSE WRAP UNDER EXTERIOR SIDING FROM BOTTOM OF JOIST TO ROOF EDGE INTERIOR WALLS: 429'LF WALLS OVERALL LENGTH 325 TUDS 2X4,8'#2 SYP OR EQUAL 858 OP PLATE DOUBLE 2X4#2 SYP OR EQUAL 429SOTTOM PLATE SINGLE 2X4#2 SYP OR EQUAL 3432SF INSULATION R-11 UNFACED FIBERGLASS 6864PF COVERING 1/2"VINYL COVERED GYPSUM BOARD CHOICE FROM STANDARD COLORS COLOR: 352 F WAINSCOT F.R.P.PANELS,4'HIGH IN RESTROOMS specificatlons.xls 1 OF <dale> Ed Sanchez-specifications,xls _ Page 3 ROOF: DESIGN TRANSVERSE RIDGE(SLOPE TO ENDS) 3311RAFTERS 2X6.11 2 SYP OR EQUAL 4900 SF CEILING 2'x 4'T-GRID AT 7'10"(NOMINAL)A.F.F.FACTORY 490d,NETTING BLACK NETTING TO SUPPORT INSULATION 4900'INSULATION R-30 UNFACED FIBERGLASS 490 ROOF SHEATHING 7/16"MULEHIDE FR DECK 560 F MATE BEAM ENGINEERED LAMINATED WOOD MATEBEAM 21COLUMNS OPEN AREA MATELINE SUPPORT COLUMN 400 ROOFING BLACK,45 MIL EPDM MEMBRANE WINDOWS: 13 8"X30" BRONZE FRAME VS CLEAR DOUBLE INSL GLASS BLINDS: 13 MIN BLINDS 1"ALUMINUM MINI-BLINDS COLOR: EXTERIOR DOORS: 1 '0"X6'8" STEEL IN EXTRUDED ALUMINUM FRAME WITH 10X10 VIEW LITE 1b'o"X6'8" STEEL IN EXTRUDED ALUMINUM FRAME WITH 15 LITE KIT 2 EVER LOCK EXTERIOR PASSAGE LEVER 2 EAD BOLT DEAD BOLT WITH THUMB LATCH 2 ATCH GUARD STEEL GUARD ON EXTERIOR DOOR LOCK 2 LOSER ADA COMMERCIAL GRADE HYDRAULIC CLOSER INTERIOR DOORS: 14 '0"X6'8" PREFINISHED TIMELY N.C.,IN STEEL JAMB 1 '0"x6'8" PREFINISHED TIMELY H.C.,IN STEEL JAMB 14 LEVER COMMERCIAL GRADE 2 PASSAGE LEVER W/ASTRAGAL AND FLUSH BOLTS 2 EVER COMMERCIAL GRADE 2 PRIVACY LEVER ELECTRICAL: SERVICE 1201240 VOLT 60Hz SINGLE PHASE RACEWAY EMT W/FLEXIBLE CONDUIT 4 ANEL BOX 100 AMP SINGLE PHASE NEMA 3 WITH MAIN BREAKER 1 PANEL BOX 125 AMP SINGLE PHASE NEMA 3 WITH MAIN BREAKER 4 LIGHTS 2 TUBE,4'FLUORESCENT TROFFER T-8 33 IGHTS 4 TUBE,4'FLUORESCENT TROFFER T-8 1 IGHTS INCANDESCENT PAN LIGHT 61N 3 IGHTS PORCH LIGHT-WALL MOUNTED,WITH PHOTOCELL 3 LIGHTS DUAL HEAD EMERGENCY FLOOD LIGHT WITH BATTERY BACKUP 1XIT SIGN LIGHTED EXIT SIGN WITH BATTERY PACK 3 EXIT SIGN COMBO LIGHTED EXIT SIGN WITH DUAL HEAD EMERGENCY FLOOD LIGHT AND BATTERY BACKUP 14RECEPTACLE ECEPTACLE 120V,15 AMP,DUPLEX RECEPTACLE ECEPTACLE 120V,15 AMP,QUADPLEX FLOOR RECEPTACLE 120V,15AMP,GFCIRECEPTACLE ECEPTACLE 120V,20 AMP,EXTERIOR MOUNTED GFCI RECEPTACLE WITH WEATHER KIT 22 WITCH 15A SINGLE POLE SWITCH 41SWITCH 15A 3-WAY SWITCH 23 -BOX EMPTY 2X4 BOX WITH STUB OUT ABOVE T-GRID 20J•BOX EMPTY 2X4 BOX WITH STUB BELOW FLOOR ELECTRICAL DEVICES COLOR: WHITE specificatlons,xls 20F <date> Ed Sanchez-specifications.xls J Page 4 PLUMBING: SUPPLY LINES CPVC WASTE LINES PVC 12, ATER HEATER POINT OF USE INSTA-HOT i ATER HEATER 10 GAL ELECTRIC WITH SWITCH ATER CLOSET ELONGATED BOWL TANK TYPE TOILET 2 ATER CLOSET HANDICAP HEIGHT,TANK TYPE TOILET 2 VATORY WALL HUNG LAVATORY WITH FAUCETS 1 INK 15"STAINLESS STEEL BAR SINK WITH ADA 4"CENTER-SET GOOSENECK FAUCET 2GRAB BAR PAIR, ONE 36"AND ONE 42" 2 TALL TOILET PARTITION 00"(STEEL) 2 TALL TOILET PARTITION H.C.(STEEL) 2 IRROR STANDARD 18"X30"WALL MOUNTED WITH CLIPS 4 TP HOLDER WALL MOUNTED TISSUE DISPENSER HEATING AIR CONDITIONING: — 61HEAT/AIR 3-1/2 TON WITH 10 IM/HEAT,WALL MOUNT 5 HERMOSTAT PROGRAMMABLE THERMOSTAT 2'FAN 180 CFM VENT FAN 300'HVAC SUPPLY DUCT FIBERGLASS SUPPLY DUCT 300 VAC RETURN DUCT FIBERGLASS RETURN DUCT 321SUPPLY REGISTER 24"x24"PERFORATED FACE T-GRID SUPPLY 30' ETURN AIR GRILL 24"44"PERFORATED FACE T-GRID RETURN 70'LF PLENUM FALSE WALL FOR HVAC RETURN AIR ACCESSORIES: CUBICLES PROVIDED AT SITE BY OTHERS FURNITURE.: — .F.BASE CAB. PRE-FINISHED WOOD BASE CABINET WITH HPL PLASTIC TOP&BACKSPLASH HPL COLOR: 8 LYWALL CAB. PRE-FINISHED WOOD WALL CABINET TRIM: PREFINISHED WOOD TRIM AROUND DOORS&WINDOWS speclflcatlons.xls 30F <date> DETICl7 NEW BUILDING ItR671 b\I RIS (k)\I UFn- tR141Y N.I ENCLOSED WAI.MY M ba in<Iuaal 67'(. 12TA1112;W/12 CHAIRS' I:nlrantt u OFFICE111 OFFICEl12 20-6- 0miEN IJ• 91 s• So ID•j •�•, ELF E ROO,I 'II.9' 79• 7.9• T9' T6• S _ 1-014 ACCELERATE PANELS \p1g'�57YS�32�} y,\�1VS,Bvu. S4S G \1'S9• Printer,Plot i, C Plans ..I�'l��iila (�l,I�'l;Ef`• � �z xn WS] VS13 \VSI i'S11 \\'SI( S9 \VSB IF \VSI et. 'SSII6){vsI g • rSSig��C Y;. (y}VS21 IstoraseR Sev s .s BACKMwdDII'9• E ! E ! E i E T e ! OFFICEiI r i I i s \V S27 \VS2� 'a^ $25 WS2 �f I VS23 WS21 Q f{ VOI-I � 1 VOI.6 6YII IIQY ACCFIFRATE: l 1'A RI �cS i >• Rption T AIAlcacIi E . ' Rcsuaau Rcslroom. i V01-3VOI-2 •.{, r \'OI-5 VOI-2 4 12' IcPaa RNITTU9R' LLAYOTU9'T- ,. i •'. , Page 5 of 5 Attachment B: Pricing Schedule Sustainable Modular SMM1 i Management PROPOSAL PURCHASE PRICING SCHEDULE: QTY TOTAL* 24'x68' Modular Office Building: 1 $169,208 Installation (Assume Final Utility& 1 $46,764 Power Connections within 5'): Delivery: 1 $9,558 Total: 1 $225,530 *PRICE EXCLUDES MAIN DISTRIBUTION PANEL (MDP), TAXES, PAYMENT, AND PERFORMANCE BONDS. SMM is pleased to be providing this proposal and the opportunity to work together in the future. Sincerely, Ben Foster Regional Sales Manager Sustainable Modular Management, Inc. Office: (972) 619-7303 r T _T .'Ll 0 At" 1 1 1 1 r W K-Lv- • • • 11 m � , ° ter a, ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability $1,000,000 Per Occurrence Including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. BOND REQUIREMENTS: No bonds are required for this agreement. 2021 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services -Services Performed Onsite 05/10/2021 Risk Management- Legal Dept. (,�' �� Sustainable SMM Modular Managemont Modular Building Warranty General Warranty Information Sustainable Modular Management, Inc. (SMM)buildings are warranted for one year, after completion of the project, for defective materials and/or workmanship. SMM will be the warranty coordinator for all warranty work. Contact telephone numbers are included herein for warranty claims as or if they arise. Warranty Claims can be made by phone, however, it is recommended that the customer's representative send an email or fax to confirm each claim. Warranty Claims are to include a date, time, a call-back contact name and number, description of the problem, an indication whether the problem is Urgent(Type 1) effecting building environment such as HVAC issues, Critical (Type 2a)where property could be damaged due to roof or plumbing leaks or Standard (Type 2b)for all other standard claims (see attached Warranty Claim Form). Once SMM receives the Warranty Claim call. SMM will dispatch appropriate personnel to perform the service work in an expeditious manner. Emergencies will be addressed as soon as possible and non- emergency repairs will begin as soon as parts and personnel can arrive at the building to correct the problem efficiently. This Warranty Book provides information concerning the Warranty of the Modular Building provided by Sustainable Modular Management, Inc. I1Page Phone : ( 972 ) 6 1 9- 7300 so �o o� A PH v AGENDA MEMORANDUM `1"852g9 Action Item for the City Council Meeting May 23, 2023 DATE: May 11 , 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Procurement HeatherH2(a)cctexas.com (361) 826-3227 Financial Underwriting Services CAPTION: Resolution approving the addition of Estrada Hinojosa and Cabrera Capital Markets, LLC, to the City's pool of financial underwriters to be used on an as needed rotational basis for issuance of bonds with compensation to firms through the bond proceeds at the time of sale. SUMMARY: This motion authorizes the addition of Estrada Hinojosa and Cabrera Capital Markets, LLC to the list of financial underwriters for use in bond issuances. BACKGROUND AND FINDINGS: Underwriting firms provide debt underwriting services, including but not limited to assisting in the structuring of financing transactions to minimize the authority's overall cost of funds, developing and coordinating marketing efforts for the bond issuance, managing the sale of bonds, including directing the underwriting syndicate and running the books during the pricing, and assisting in the preparation of the preliminary and final official statements. The Contracts and Procurement Department conducted a Request for Qualifications (RFQ) process to obtain qualified firms for underwriting services in early 2020. On May 12, 2020 twenty-six (26) firms were approved to be included as authorized underwriters for the City of Corpus Christi. At that time, information was included in the background that in the event a firm approaches the City with an offer of a unique type of service or product or with an opportunity to restructure our debt with an exceptional savings, but the firm is not on the approved list, upon verification of qualifications, staff will bring before the City Council a recommendation to add that firm to the authorized list of financial underwriters. Cabrera Capital Markets, LLC has met with the City and provided valuable analysis on opportunities that the City would like to consider. The firm is well qualified, and staff is recommending that Cabrera Capital Markets, LLC be added to the authorized list of underwriters. Estrada Hinojosa served as the City's Financial Advisor for five years from 2018 to 2022. During that time they were not able to provide underwriting services and did not participate in the RFQ process in 2020. Now that Estrada Hinojosa no longer serves as the City's Financial Advisor, staff recommends that they be added to the authorized list of underwriters. ALTERNATIVES: The alternative would be to not add Estrada Hinojosa or Cabrera Capital Markets, LLC to the approved underwriter list. FINANCIAL IMPACT: The funding for these contracts will be provided from bond proceeds for the general obligation, revenue and refunding bond sales. Funding Detail: Fund: N/A Organization/Activity: N/A Mission Element: N/A Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution List of Current Financial Underwriters Resolution approving the addition of Estrada Hinojosa and Cabrera Capital Markets, LLC, to the City's pool of financial underwriters to be used on an as-needed rotational basis for issuance of bonds, with compensation to firms provided through the bond proceeds at the time of sale. Be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The addition of Estrada Hinojosa & Company, Inc., dba Estrada Hinojosa, and Cabrera Capital Markets, LLC, to the pool of authorized financial underwriters, which pool list for a five-year period was approved by Resolution No. 032112 on May 12, 2020, is approved, with compensation to firms provided through the bond proceeds at the time of sale. PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Roland Barrera Gil Hernandez Michael Hunter Sylvia Campos Jim Klein Everett Roy Mike Pusley Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor mus c� 0 > List of Financial Underwriters o 1 Approved by the City Council on May 12, 2020 �"�RO**RppP OS�P PS FO 1prJ� National Scope: 1. Barclays 2. Citigroup Global Markets, Inc. 3. Goldman Sachs & Co., L.L.C. 4. J.P. Morgan 5. Jefferies, L.L.C. 6. Morgan Stanley 7. RBC Capital Markets, L.L.C. 8. Stifel Nicolaus & Co. Inc. 9. UBS Financial Services, Inc. 10. Wells Fargo Bank N.A. Municipal Finance Group Regional Scope: 1. FHN Financial Capital Markets 2. Frost Bank 3. Hilltop Securities, Inc. 4. Huntington Securities, Inc. 5. M.E. Allison& Co., Inc. 6. Mesirow Financial, Inc. 7. Piper Sandler& Co. 8. Raymond James & Associates, Inc. 9. SAMCO Capital Markets, Inc. 10. Stephens Inc. 11. UMB Bank, N.A. Minoritv Status: 1. Blaylock Van L.L.C. 2. Drexel Hamilton, L.L.C. 3. Loop Capital Markets, L.L.C. 4. Ramirez& Co., Inc. 5. Siebert Williams Shank& Co., L.L.C. Additional Firms Added: 1. RW Baird � - Indicates retail branches in Corpus Christi so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 23, 2023 DATE: May 23, 2023 TO: Peter Zanoni, City Manager FROM: Sony Peronel, Assistant to the City Manager SonyP(a)cctexas.com 361-826-3814 Peter Collins, Chief Information Officer of Information Technology Pete rC(a)cctexas.com (361) 826-3319 Logan Cobbs, Director of Communications Loganc2(a)cctexas.com (361) 826-3319 Josh Chronley, Assistant Director of Contracts and Procurement Josh C2(a)cctexas.com (361) 826-3169 Audio and Video Replacement for City Council Chambers and Media Control Room CAPTION: Ordinance appropriating $858,584.84 from the unreserved fund balance in the PEG Cable Fund; authorizing execution of Amendment #1 to the service agreement with The Personal Computer Store, Inc., dba Avinext to complete the second phase of the audio and video media renovation to the City Council Chambers; and amending the FY 2023 Operating Budget. SUMMARY: This ordinance authorizes the purchase of audio and video electronics, programming, installation, and support from Avinext to replace the audio and video production equipment in the City Council Chambers and media control room. Avinext is contracted with the TIPS Purchasing Cooperative Agreement and is providing a discount of 6.22% from Standard Pricing for total savings of $56,972.87. BACKGROUND AND FINDINGS: The current audio and video equipment in the City Council Chambers and media control room is past end-of-life, which causes degradation of audio and video during meetings in the City Council Chambers, social media streams, live broadcasts and broadcast channel automation. This project includes cameras, computers, video switching system, audio board, live broadcast automation, monitors, speakers, storage, closed captioning, systems backup, and implementation. The equipment will also integrate into the audio and video systems in the sixth floor conference room. PROCUREMENT DETAIL: Information Technology in conjunction with the Procurement division of Finance examined other purchasing options to find the most cost-effective option for the City. Comparative pricing was checked using the open market, Texas A&M Master Agreement and TIPS Cooperative Agreement. The TIPS Cooperative Agreement provides the best value for this project. Source Discount from Standard Pricing Open Market 0% Texas A&M Master Agreement 4.75% TIPS Cooperative Agreement 6.22% This purchase has a 6.22% discount for a total cost savings of $56,972.87. Contracts awarded through the TIPS Cooperative Agreement have been competitively procured in compliance with Texas local and state procurement requirements. ALTERNATIVES: If this item is not passed, the audio and video system in the City Council Chambers will not be replaced, and the audio and video system will be repaired as needed as equipment continues to fail. FISCAL IMPACT: The fiscal impact for Communications in FY 2023 is an amount not to exceed $858,584.84 for the purchase of audio and video hardware and services from The Personal Computer Store, Inc., dba Avinext. This agenda item is needed to appropriate unreserved PEG Cable fund balance dollars to the FY 2023 PEG (Public, Education, and Government) Cable Fund Operating Budget. Funding Detail: Fund: 1031 PEG Cable Organization/Activity: 14676 Cable PEG Access Department: 30 Communications Project # (CIP Only): n/a Account: 550050 Computer Equipment RECOMMENDATION: Staff recommends approval of this ordinance authorizing the purchase of audio and video hardware and services from The Personal Computer Store, Inc., dba Avinext, to upgrade the City Council Chambers' audio and video equipment. LIST OF SUPPORTING DOCUMENTS: Amendment No. 1 Price Sheet Ordinance appropriating $858,584.84 from the unreserved fund balance in the PEG Cable Fund; authorizing execution of Amendment #1 to the service agreement with The Personal Computer Store, Inc., dba Avinext to complete the second phase of the audio and video media renovation to the City Council Chambers; and amending the FY 2023 Operating Budget. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. Funds in the amount of $858,584.84 are appropriated from the unreserved fund balance in the PEG Cable Fund No. 1031 for completion of the second phase of media renovations to the City Council Chambers. Additionally, the City Manager, or his designee, is authorized to execute Amendment #1 to Service Agreement #99916 with The Personal Computer Store, Inc., dba Avinext to purchase necessary equipment and installation services for the second phase of the work. Section 2. The FY 2023 Operating Budget, adopted by Ordinance No. 032855, is amended by increasing expenditures by $858,584.84. The foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter The foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Audio and Video Replacement for Council Chambers TIPS Contract 210101 The Personal Computer Store, Inc., dba Avinext College Station, TX Item Description Qty Cost Total 1 Labor for Installation 1 $114,390.00 $114,390.00 2 Parts for Production Room 1 $744,194.84 $744,194.84 Total 1 $858,584.84 DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 GO � O� v Amendment #1 Finance & Procurement NCORPOR PS Etl 1852 Date: May 11 , 2023 Agreement #: 99916 —Audio and Video Replacement for City Council Chambers Contractor: The Personal Computer Store, Inc., dba Avinext Current Amount: $330,755.99 I. Section 2, Term, of the Agreement is amended by extending the ending date of the term (currently, May 12, 2024) for one additional year, continuing through May 12, 2025, in order to continue with the second phase of the City Council Chambers media renovation project. This Amendment #1 is effective as of May 13, 2023, subject to authorization of funding and approval by the City Council. II. Section 3, Compensation and Payment, of the Agreement is amended by increasing the amount $858,584.84; therefore, the total amount of the Agreement is not to exceed $1,189,340.83. III. Attachment A to the Agreement is amended by adding new Attachment A-1, which is attached to this Amendment #1 and its content incorporated by reference as if fully set out here in its entirety. IV. Attachment B to the Agreement is amended by adding new Attachment B-1, which is attached to this Amendment #1 and its content incorporated by reference as if fully set out here in its entirety. V. This Amendment is effective upon the date of final execution by the parties, unless an earlier date is expressly stated within this document. To the extent that the provisions of this Amendment conflict with any provisions of the Agreement and prior amendments, if any, the provisions of this Amendment shall prevail and govern for all purposes and in all respects. DocuSigned by: tm �khWf, 5/15/2023 Josh Chronley Date Contrac or Date Assistant Director, Finance & Procurement Approved as to legal form: Assistant City Attorney Date DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 ATTACHMENT A-1: SCOPE OF WORK Project Name: Audio and Video Replacement for City Council Chambers and Media Control Room-Phase II. Project Address: City of Corpus Christi, City Hall, 1201 Leopard Street, 1st Floor, Corpus Christi, Texas, 78401 Scope of Work Part I: City Council Chambers Audio and Video Replacement The goal of this project is to upgrade the existing council chamber's audio and video (AV) experience. This will give the users a more enjoyable and reliable experience and reduce the maintenance load on staff. COUNCIL CHAMBERS VIDEO A. The Contractor will install a new AV over IP video distribution system which will handle video distribution to the 4 current displays in the Council Chambers. B. The Contractor will replace the council dais displays with 19 Televic uniCOS T/MM 10 conference systems. C. The Contractor will install two 98" displays on the two side walls in the back of the council chambers. D. The Contractor will install two 98" displays above the council dais. E. The Contractor will include they video production system input needed for the current streaming and television setup. AUDIO A. The Contractor will install a new DSP for audio routing to handle all audio routing and tuning. B. The Contractor will remove existing analog mixer boards from the system to allow for a more consistent reliable experience. C. The Contractor will install new ceiling speakers for the council chambers, lobby outside the chambers and the conference rooms. D. The Contractor will configure the system into multiple zones to allow for separate audio in the back of the council chambers when being used for smaller meetings, lobby, offices using OFE speakers, and conference rooms. E. The Contractor will install new amplifiers to power the new speakers at the correct voltage. DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 F. The Contractor will tune the system to achieve the best audio possible in the space with an emphasis on voice lift due to the use of the system. G. The Contractor will replace all wired microphones on the dais with wired Televic conference systems tied in with the RTS and voting. H. The Contractor will replace staff table microphones with wired Televic conference systems. I. The Contractor will replace podium microphone with wired Televic Confidea flex microphone. J. The Contractor will add 4 new wireless microphones to the system and the existing 8 OFE wireless boundary mics will be reused with the intent to use them for smaller meetings. K. The Contractor will install 4 outputs for media hookups on the left side of the council chambers and 4 outputs will be installed on the right side near the back of the council chambers. L. The Contractor will install ceiling mics to allow for voice pickup in the majority of the room. Control A. The Contractor will install and configure 1-10" touch panel in the control room, 1-7" panel in the city secretary's desk, and 1-7" touch panel in the wall near the interactive display to run the rear area when the system is being used in the smaller configuration. B. The Contractor will install an RTS system on the dais for each council member which will be tied into the council mics. This will allow for standard RTS functionality as well as remote management of the council mic from the control room in the event it is needed. Part II: Production and Media Control Room Audio and Video Replacement The goal with this project is to build out the AV control room that will handle all of the Audio and Video Mixing, Camera switching and Control, Streaming, Recording, Playback, and storage for the Council Chambers. COUNCIL CHAMBERS CONTROL ROOM The main video switching system will be upgraded using the Newtek Tricaster 2 Elite system with a 2-stripe control panel. This system is capable of 32 inputs at resolutions up to UHD 2160p 59.94. Features include 8 M/E buses, 4 DSK channels, 5 Media Players, 15 Media Buffers, Keyers, 32 total recording channels, 4TB Media Storage, Multiview Output, PTZ Camera Control and much more. DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Video System A. (4 total) monitors will be installed to show the multiple video inputs and sources and will include the program/preview source. two monitors will be for the in room PC (Council Chambers) and two monitors will be for the Tricaster (Control Room). B. (2) 55" displays will be wall mounted to extend video during production. C. An NDI feed will be provided to be used with the owner provided ENCAPTION System. D. Playback automation, storage and streaming management will be provided using the Cablecast platform. An 8 Channel video server will manage the playback, VOD and OTT Publishing, including graphic announcements and schedule promotion. E. (6) new NDI 4K PTZ cameras will be installed into the council chambers to provide a better-quality camera feed. From the control room the PTZ camera functions and scenes can be created and selected. F. The Newtek Council Chamber App will be setup to use on a PC for simple switching and PTZ control during a Council Meeting. G. A DVD recorder will be rack-mounted. H. A mobile 5G streaming production field unit (LiveU LU800 Pro) and (LiveU Solo) will be provided for live mobile broadcast. The LU800 pro provides up to 4 SDI inputs and 16 audio channels. These devices support 12G/3G/HD/SD-SDI and HDMI 2.0 camera connections. I. OFE Fiber feed will be converted and used as an input into the system. Audio System A. New digital console speakers and headphones will be provided for mixing of audio sources during a recording/streaming session in the control room. B. A Digital mixing console will be provided for real time audio mixing. The console will include 96 input channels with 24 mono/stereo mix busses, LRC master busses, as well as a Dante connection. C. A IFB system will be provided. A volume knob will be provide for controlling volume. (4) Ear sets will be provided for the end users. D. A enCaption automated closed captioning system will be included with a 3 year subscription E. A tabletop mounted microphone will be provided as a routable audio input into the system. The microphone will include an 18" gooseneck and a push to talk base station. DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Emergency backup devices A backup control processor and DSP will be installed to the existing system to act as a failsafe. Having these backup devices will reduce the downtime to minutes instead of days during the occurrence of a failure. Storage A Newtek 120 TB storage device will be installed. This will provide instant access to an expansive library of stored media assets, to enabling essential and extended recording sessions, to supporting hours upon hours of content for archive, on- demand, and post-production, shared remote storage is a principal requirement for modern production workflows. Furniture A custom production furniture system will be provided to house the equipment and provide the worksurface for mixing and video switch. Support All Newtek products will include the ProTek Ultra support. This includes priority hardware repair, remote hardware diagnostic services, 24/7 telephone support, and advanced hardware replacement. Avinext AV Managed Service Offering (Gold) includes: A. 24/7 monitoring of all network-connected AV devices B. Proactive event management and ticket notifications via email C. Appliance for remote monitoring / support D. Firmware updates E. Level 1 and level 2 remote diagnoses F. Virtual pre-flight test calls G. Annual service reports H. Priority service response for MSP clients over non-MSP clients I. Priority service response for MSP client emergencies J. 10% discount on labor for moves, adds, changes (does not include installations or refreshes) This Managed Service Offering is included for the duration of the Warranty Period Avinext will provide 1 Technician for an event of your choosing to assist with setup and operation of the AV system. The goal is to make sure you are comfortable and confident during your first time interfacing with the system. This is not intended to be used as a training event. DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 ; Bid/Pricing Schedule vinQuotation e.. . . _ AVSAVVY. NETWORKSMART. 202804-A 04/27/23 The Personal Computer Store,Inc. Sales Re P 1400 University Drive East-College Station,TX 77840 Jonathan Reed Phone 979-846-9727 Fax 979-268-1017 www.Avinext.com 979-595-2798 Ext. reed@avinext.com For � Phones Gabriel Puente (361) 826-3736 City of Corpus Christi 1201 Leopard Street P Terms Via Corpus Christi, TX 78401 ' Date ' United States Will Call STD Net 30 days 5/4/2023 Part Description Qty Price Ext. Price 1 COMTIPS7 TIPS Contract 210101 Technology Solutions, Products and 1 $0.00 $0.00 Services 2 Labor for Installation of Production Room 1 $114,390.00 $114,390.00 3 SER100014 (390)Avinext Project Manager 390 4 SER10007 (168)Avinext A/V Technician 168 5 SER10008 (144)Avinext Lead A/V Technician 144 6 SER100080 (80)Avinext Lead A/V Programmer 80 7 SER10009 (28)Avinext Lead A/V Designer 28 8 SER500860 (36)Avinext AV Managed Services-Gold 36 9 SER500690 Avinext Day 1 Support 1 10 SER10016 Avinext Travel Expenses 1 11 Parts for Installation of Production Room 1 $744,194.84 $744,194.84 12 SHP10010 Freight 1 13 SERMISC Miscellaneous Parts 1 14 HDWMOUNT Mounting Hardware 1 15 CD-MX915H (2) LWC CD-MX915H HOOD PLASTIC FOR MAXBLOX 2 DSUB 16 CD-MX9M (2) LWC CD-MX9M DSUB PLUG DB9M-PHX IN-LINE 2 17 CBL-VI02-600 2 channel configurable 1x1 or 0x2 SD/HD SDI encode/ 1 decode, multi-format server with 1 0T1 of usable RAID5 storage in a 3 RU chassis. Selectable SD or HD SDI with embedded audio. Pulls in RTP, RTMP, RTSP, NDI, SRT and HLS streams. Includes Cablecast Automation, Video and CG server Software. Cablecast CG Player Software is optional. Includes graphics, crawl, bug, bug text on output. 3 year hardware warranty, system commissioning and one year of software assurance included. 18 CBL-STRUPG-20TB Ten TB storage upgrade for Cablecast VIO and VOD 1 servers to increase content storage to 20TB. Must be ordered at time of purchase. 05/02/23 14:22:23 Page 1 / 6 1 of 6 DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Avinext Quote#202804-A Part Description Qty Price Ext. Price 19 CBL-VIO4-600 4 channel configurable SD/HD SDI encode/decode, 1 multi-format server with 10TB of usable RAID5 storage in a 3 RU chassis. Redundant power. Selectable SD or HD SDI with embedded audio. Pulls in RTP, RTMP, RTSP, NDI, SRT and HLS streams. Includes Cablecast Automation, Video and CG server Software. Cablecast CG Player Software is optional. Includes graphics, crawl, bug, bug text on output. 3 year hardware warranty, system commissioning and one year of software assurance included. 20 CBL-CGPLAYER-LIC (4) Cablecast CG bulletin board software for installation 4 in Cablecast VIO video servers. All bulletin board features and native integration with the Cablecast schedule for display of"Airs Again On", "Coming up Next" and Cablecast schedule bulletins, updated dynamically throughout the day. 21 CBL-STRUPG-20TB Ten TB storage upgrade for Cablecast VIO and VOD 1 servers to increase content storage to 20TB. Must be ordered at time of purchase. 22 CBL-VIOSTREAM-PR Web-centric 1x1 VOD and Live Streaming Solution 1 O in a 3 RU chassis. Streams H.264 HLS Adaptive bitrate to mobile devices, OTT and desktops. Pulls in and records NDI, RTP, RTMP, RTSP, SRT and HLS streams as well as SDI. Includes Cablecast Automation, scheduling and CG Software. Includes graphics, crawl, bug, and bug text on streaming output. No SDI output. Upgradeable to SDI playout with VIO OMNI Upgrade. Redundant power, 10TB RAID5 Content and 256GB RAID1 OS drives. 3 year hardware warranty and system commissioning included. 23 CBL-STRUPG-20TB Ten TB storage upgrade for Cablecast VIO and VOD 1 servers to increase content storage to 20TB. Must be ordered at time of purchase. 24 CBL-REFLECT-BND Annual Cloud-based reflection service operating in 1 conjunction with both Cablecast Live and Cablecast VOD servers that provide a virtually unlimited number of live and VOD internet video streams while conserving your internal bandwidth. Includes up to 3 streaming channels. If purchasing Cablecast Reflect, the bundled service must be specified for all systems running a Cablecast VOD server. 25 CBL-CABLECAST-AP One time development, administrative and creative 1 P fee to integrate user supplied artwork and logos into ONE branded OTT app for Apple TV, Roku, Amazon Fire, iOS or Android. Typical lead time is three weeks upon delivery of requested assets which include high quality logo's, brand colors, and images to be utilized in the custom design. Customer is also responsible for signing up for developer accounts which may affect delivery dates. Please specify ONE platform: 26 CBL-CABLECAST-AD (2) One time development, administrative and creative 2 D fee to integrate user supplied artwork and logos into additional branded Cablecast OTT apps for Apple TV, Roku or Amazon Fire, iOS or Android. Typical lead time is three weeks upon delivery of requested assets which include high quality logo's, brand colors, and images to be utilized in the custom design. Customer is also responsible for signing up for developer accounts which may affect delivery dates. Please specify the platform. 27 CBL-CAPTIONING-50 Pricing for a 500 hour block of the Cablecast Closed 1 0 Captioning Service. Supports live captioning of meetings and events as well as on-demand captioning 05/02/23 14:22:23 Page 2 / 6 2 of 6 DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Avinext Quote#202804-A Part Description Qty Price Ext. Price of video files. Runs on both Cablecast VIO and FLEX video servers, as well as VIO Stream. Users can input custom vocabularies for increased accuracy. 28 CBL-SVC-PH-HRLY (6) One hour of telephone training, installation assistance 6 or service. Train and installation support need to be scheduled 2 weeks in advance 29 LTM1 U (2) Chief LTM1 U Micro-Adjust Tilt Wall Mount Large 2 30 CC-010A (4)The CC-010 is a precision-crafted single-ear listen-only 4 IFB earset designed for inconspicuous listening while on camera 31 DM-NVX-360 (2) Crestron DM-NVX-360 DM NVX®4K60 4:4:4 HDR 2 Network AV Encoder/Decoder 32 CP4N Crestron CP4N 4-Series Control System 1 33 DM-NVX-360 DM NVX®4K60 4:4:4 HDR Network AV Encoder/Decoder 1 34 B07HY5HYJZ Domotz Official Hardware &Network Agent for The Domotz 1 Pro Platform 35 Monitor (4) Generic Monitor 4 36 PC (3) Generic PC 3 37 C2PS (2)JBL C2PS Control 2P Stereo Set. Includes one C2PM 2 powered master, one Passive Extension Speaker, one Power Supply and two Snap-On Angle Pedestals. Both speakers have a 5.25' Low Frequency and .75" Polycarbonate Dome Tweeter, Shielded Magnets, Molded Enclosures. Powered master incorporates 35 watts amplification x 2 channels; two Balanced XLR'/4' and two unbalanced RCA inputs; Stereo Volume Control; Stereo Headphone Jack, HF Contour Control. 38 MTC-2P JBL MTC-2P Wall-Mount Bracket Kit for Control 2P. 1 Includes Two Wall Mounts, Not Recommended For Mobile Applications. 39 100036 (16) LWC 100036 EZ-RJ45 BOOT CAT6 CLEAR 16 40 11108080034 (16) LWC 11108080034 RJ45 PLUG 8P8C CAT6 CLEAR 16 41 22-1P-CMP-EZ-BLK (115) LWC 22-1 P-CMP-EZ-BLK QWI KSTRI P 22/1PAUDI O 115 CMP BLK 42 24-4P-P-L6-EN-BLK (800) LWC 24-4P-P-L6-EN-BLK CAT6 550 23/4P UTP CMP 800 BLACK 43 E-DPM-HDF (3) DisplayPort to HDMI adapter 3 44 LU800pro multi-camera production-level field unit for live news and 1 sports coverage. The LU800 delivers mission-critical transmission for global newsgathering and live productions in native 5G. 45 LU-SOLOPRO Start streaming high-quality 4K HEVC video and audio with 1 the reliability of 5G using the Solo Pro SDI/HDMI 4K Video/Audio Encoder from LiveU 46 64100 US (6) Pro Convert for NDI®to HDMI 6 47 HP Middle Atlantic HP 100PC 10-32 RACK SCREWS W 1 48 Viewpoint Desk Middle Atl anti c:Vi ewpoi nt Desk 1 49 FG-001939-R001 Newtek:2Stripe 1 50 NLP NewTek NLP NewTek LivePanel 1 51 FG-003271-R001 NRS16 I NewTek Remote Storage Powered by SNS 16-bay 1 /30ATB SSD with 4 x 10 GbE) 52 NRS-RC NewTek NRS-RC NRS I Remote Commissioning (US& 1 Canada only) 05/02/23 14:22:23 Page 3 / 6 3 of 6 DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Avinext Quote#202804-A Part Description Qty Price Ext. Price 53 PPTZUCC (6) NewTek PPTZUCC NDIJHX Upgrade for Panasonic 6 Cameras(Compatible Cameras: AW-UE70 I AW-HE40 1 AW-HE70 I AW-HE65 I AW-HE38 I AW-HE58 I AW-HE35 1 AW-HE48 I AW-HE130 I AW-UE150 I AG-CX10 I AG-CX98 AG-CX350 I AW-UE65/UE63 I AW-UE155 I AJ-UPX360 1 AJ-CX4000 I AJ-UPX900 I AW-HE42 I AW-HE75 1 AW-HE68 1 HC-X2500) 54 FG-003019-R001 Newtek ProTek High Coverage Plan for TriCaster TC1 1 including priority phone handling and expedited replacements 55 PTHTC2E3RU Newtek ProTek High for TriCaster 2 EliteProTek High for 1 TriCaster 2 Elite including priority phone handling and expedited replacements 56 PTU-000000018 (3) ProTek Ultra for 4 Stripe Control Panel 3 57 PTU-000000048 (3) ProTek Ultra for NRS16 120 TB SSD with 4 x 10 GbE 3 58 PTU-000000001 (3) ProTek Ultra for TriCaster 2 Elite 3 59 RR1 RU Newtek:Rack Rails for 1 RU 1 60 Spark Plus IO 4k (17) Newtek:Spark Plus IO 4k 17 61 TC2E3RU NewTek TC2E3RU TriCaster 2 Elite (3RU Chassis w/ 1 redundant power) 62 AW-UE150WPJ (6)4K/60P INTEGRATED PTZ COLOR WHITE 6 63 GV-PA901 (6) 10GbE Fiber Ethernet Media Converter for 10Gbps 6 Network 10GBASE-T SFP to RJ45 Multigigabit Singlemode/Multi mode Fiber Optic to Copper Network Ethernet to Fiber Bridge 64 M77840-WQ414755 LWC Line out Custom XLR 1 65 SLQUD-510-P QSC SLQUD-510-P Q-SYS Core 510 UCI Deployment 1 Software License, Perpetual. 66 Core 5101 Kit Q-SYS Integrated Core Processor 1 67 1/0-USB Bridge Q-SYS PoE bridging endpoint for AV-to-USB Bridging. 1 Delivers driverless USB 2.0 connection. Includes dual LAN connections. 68 SLDAN-16-P QSC SLDAN-16-P Q-SYS Software-based Dante 16x16 1 Channel License, Perpetual 69 SLDAN-32-P QSC SLDAN-32-P Q-SYS Software-based Dante 32x32 1 Channel License, Perpetual 70 SLDAN-64-P QSC SLDAN-64-P Q-SYS Software-based Dante 64x64 1 Channel License, Perpetual 71 EXO-POD Radial Engineering Exo-Pod Broadcast Splitter with XLR& 1 3.5mm Connections, 1 x 10 72 AV-NH1 (3) Network to Stereo Headphone Amplifier 3 73 QB55R (2) 55" Ultra-high definition digital signage display 2 74 MX418D/C Shure MX418D/C Cardioid-18" Desktop Gooseneck 1 Condenser Microphone, Attached 10"XLR Cable, Logic Functions, Programmable Switch and LED Indicator, Attached Desktop Base 75 MDR-7510 (2) Sony:MDR-7510 2 76 5045044.V Soundcraft 5045044.V ViO/D21 Dante card AES67/96k 1 77 VI 1000 Soundcraft:VI 1000 1 78 CD-RW 900SX Tascam:CD-RW 900SX 1 79 SHP10150 International Freight 1 05/02/23 14:22:23 Page 4 / 6 4 of 6 DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Avinext Quote#202804-A Part Description Qty Price Ext. Price 80 CONVNTRM/AB/HSDI Blackmagic Design:Teranex Mini HDMI to SDI 12G 1 81 CONVNTRM/YA/RSH Blackmagic Design Rack mount up to 3 Teranex Mini's side 1 by side with this lightweight, 1 RU shelf that's perfect for road cases or equipment racks. 82 00820 (28) 15FT CAT6 BLACK SNAGLESS SHIELDED PATCH 28 CABLE 83 60-1031-12 Extron 60-1031-12 Four-Port USB Hub-AAP Version- 1 Black 84 70-1065-35 Extron 70-1065-35 With Blank&Cable Pass-through Plates 1 85 70-1066-04 (2) Extron 70-1066-04 Extended Length Cable Retraction 2 System for Cable Cubby® Enclosures- HDMI Male to Male 86 70-1049-80 Extron 70-1049-80 Installation Routing Template for Cable 1 Cubby 500 CCB and Cable Cubby 700 87 60-1893-02 Cable Cubby 700- Black with 2 US AC, 12A Circuit 1 Breaker, 2 outlets under 88 70-678-00 (2) Extron 70-678-00 For Horizontal Mounting Applications 2 89 PHX-106M LWC PHX-106M ADAPTER CBL XLR3M-PHX3M 3C 6" 1 90 BNUC1 1 TNKi70001 Intel NUC 11 Pro Kit Slim NUC11TNKi7 with US Cord 1 91 100036 (4) LWC 100036 EZ-RJ45 BOOT CAT6 CLEAR 4 92 11108080034 (4) LWC 11108080034 RJ45 PLUG 8P8C CAT6 CLEAR 4 93 20SD-BNCM-M-10 LWC 20SD-BNCM-M-10 VIDEO BNC M-M 10' BLK 1 94 22-1P-CMP-EZ-BLK (200) LWC 22-1 P-CMP-EZ-BLK QWI KSTRI P 22/1PAUDI O 200 CMP BLK 95 24-4P-P-L6-EN-BLK (200) LWC 24-4P-P-L6-EN-BLK CAT6 550 23/4P UTP CMP 200 BLACK 96 24-4P-P-L6SH-BLK (800) LWC 24-4P-P-L6SH-BLK CAT6 23/4P F/UTP CMP 800 BLACK 97 DL-AR2804 LWC DL-AR2804 DIGITALINX SECURE ADAPTER RING 1 98 E-USBAB-6 (10) LWC E-USBAB-6 USB 2.0 MOLDED AM-BM 6' BLACK 10 99 RJ45-STP-L6 (16) LWC RJ45-STP-L6 CAT6 F/UTP RJ45 INSTALL KIT 16 100 E131 Middle Atlantic E131 1S FLANGED ECONO BLANK 1 101 PD-215 (2) Middle Atlantic PD-215 2 OUTS,15A,SURGE 2 102 U1V Middle Atlantic U1V 1SP VENTED UTILITY SHELF 1 103 UTP28SP15BL (9) 15FT CAT6 BLK CU PATCHCORD SD DIRECT SHIP 9 INCREMENTAL OF 1 104 UTP28SP7BL (10)7FT CAT6 BLK CU PATCHCORD SD DIRECT SHIP 10 INCREMENTAL OF 1 105 99.06.0007 (10)4 Hour support block for phone an/or remote pc control 10 support. Can be used as needed in 1-hour increments, valid for 3 years 106 71.98.1150 CoCon Meeting Suite software-Combined discussion, 1 voting, signage 107 71.98.1114 Web Based Management Software to easily and quickly 1 configure the content of Plixus Nameplates, even while meeting is in progress 108 71.98.0131 (2)All-in-one tabletop conference unit with an integrated 2 5.2"touch screen with fingerprint coating 109 71.98.1401 (2) License to activate voting functionality on Confidea 2 FLEX units 110 71.98.0340 4 05/02/23 14:22:23 Page 5 / 6 5 of 6 DocuSign Envelope ID:AF85977E-88F8-4167-82C6-CO2CAD2F5126 Avinext Quote#202804-A Part Description Qty Price Ext. Price (4) Power supply for D-Cerno CU 111 71.98.0054 (25) GSM immune gooseneck mic(40 cm)with screwlock. 25 Bi-color LED ring. Windscreen included. For use with Televic conferencing units 112 99.06.0003 On Site Training &Commissioning 1 113 99.06.0003-1 On Site Training &Commissioning Day 2 1 114 71.98.2900 19" rack mountable device that provides audio processing 1 and signal handling required for the Plixus network. 115 71.98.2911 (4) Plixus Network Extender 4 116 71.98.2050 (18) Plixus Single Sided Nameplate(Plixus NP-1) 18 117 71.98.2003 (26) uniCOS T/MM10 Touch screen tabletop station 26 118 P136-06N-H2V2LB (3)Tripp Lite P136-06N-H2V2LB DISPLAYPORT 1.2 TO 3 HDMI ACTIVE CONVERTER M/F LATCHING 4KX2K 119 SUPER713 (9)Tripp Lite SUPER713 SURGE PROTECTOR POWER g STRIP 120V 7 OUTLET 7FEET CORD 2160 JOULES BLACK 120 WARO3 3 Year On-Site Warranty 1 SubTotal $858,584.84 Sales Tax $0.00 Shipping $0.00 Total $858,584.84 QUOTES ARE VALID FOR 30 DAYS FROM THE DATE SHOWN ABOVE. PRICES SUBJECT TO CHANGE- PRICES BASED UPON TOTAL PURCHASE-ALL SERVICES TO BE BILLED AT PUBLISHED RATES 05/02/23 14:22:23 Page 6 / 6 6 of 6 so �o p A v µoRPORPg4 AGENDA MEMORANDUM 1852 One-Reading Ordinance for the City Council Meeting May 23, 2023 DATE: May 15, 2023 TO: Peter Zanoni, City Manager FROM: Elsy Borgstedte, C.M., Assistant Director of Aviation Elsyb(a)cctexas.com (361) 826-3682 Jeff Edmonds, P.E., Director of Engineering Services Jeff reyE(a)cctexas.com (361) 826-3500 FY2023 Budget Appropriation Urgent Mechanical Improvements and Exterior Capital Improvements at the American Bank Center Arena, Convention Center, and Selena Auditorium CAPTION: One-Reading Ordinance appropriating $6,500,000.00 from the unreserved fund balance of the Type A Arena Fund; transferring such funds to the Arena Capital Improvement Fund for urgent mechanical improvements at the Arena and for capital improvements and enhancement of the Arena; transferring $1 ,911 ,000.00 from the HOT Fund to the Convention Center Capital Improvement Fund for urgent mechanical improvements at the Selena Auditorium and for capital improvements and enhancement of the Convention Center and Selena Auditorium; and amending the FY 2023 Operating and Capital Improvement Budgets SUMMARY: This ordinance authorizes the appropriation of funding from the Type A Arena Fund in FY 2023 to design and construct urgent mechanical improvements and capital improvements at the American Bank Center (ABC). The improvements at the ABC will restore deferred maintenance items in urgent condition to normal condition. Improvements include replacement of the existing 1 ,000-ton Chillers #1 and #2 in urgent condition, Arena dehumidification system improvements, building envelope leaks in the Arena, replacement and improvements of the existing stage pit lift in the Selena Auditorium, replacement of the exterior loading dock doors at the Selena Auditorium, and construction rehabilitation of damaged landscaping for erosion control and building structural support, new irrigation system, installation of new lighting, creation of concrete retaining walls, installation of bollards along Shoreline Road for the Arena, Convention Center, and new outdoor shaded seating in the Selena Auditorium East side facing the bay. BACKGROUND AND FINDINGS: The American Bank Center (ABC) comprises three facilities; the Selena Auditorium, which was built around 1975, the Convention Center built in 1979, and the multi-use Arena built in 2004. The Selena Auditorium and the Convention Center received extensive remodels in 2004. The ABC is one of the top destinations in Corpus Christi with over 900,000 visitors per year. The Arena is home to the Corpus Christi Ice Rays ice hockey team and the Texas A&M University Islanders basketball team. The Convention Center and Selena Auditorium hosts multiple conferences and shows throughout the year. Additionally, the Arena hosts numerous concerts, and special events such as high school graduations, WWE SmackDown, Disney on Ice, and Buc Days. The City of Corpus Christi engaged ME Engineering, under an emergency declaration, to provide a Facility Conditions Assessment of the American Bank Center. The January 2023 report results include a comprehensive assessment of the deferred maintenance scope of the entire ABC complex. Through the ME Engineering report and maintenance staff assessments by the facility operator, OVG360, some items have been deemed urgent. Amongst these are two chillers and related systems for the air conditioning in the Arena, the dehumidification system in the Arena, the Selena Stage Pit Lift, and building envelope leaks affecting critical operations. Total estimated cost of these projects is $6,181 ,000. The landscaping, irrigation system, and infrastructure need improvements due to aging of and poor upkeep. The historic freeze of 2021 precipitated the need for a complete upgrade including the reevaluation of the plant species. Losing the landscaping and irrigation has caused the ground around the arena to lose some of its moisture content, which in turn has caused slabs to become unstable and settle in some areas accessing the main Arena entrance. The landscaping will improve the curb appeal of the ABC surroundings to provide a welcoming atmosphere for the community and traveling public. The comprehensive landscaping improvement plan will include new planters and retaining walls highlighting the main Arena entrance on Resaca Street. The modern irrigation system will use localized irrigation techniques for water savings and will assist the landscaping in retaining the moisture levels around the building for structural support. The new landscaping will not only promote a healthy, relaxed environment but will include improved lighting for visitors to be and feel safe at night. The native and xeriscape plant and tree selections by local experts will adorn the North Shoreline medians, areas surrounding the Convention Center/Selena Auditorium on the East side facing the bay, on the West side facing the Harbor Playhouse, and the Water Garden, and a stepped design along the southern portions of the Arena. Total estimated cost of this project is $2,230,000. From: To: Amount: Type A Arena Sales Tax Fund Arena Capital Improvement Fund $6,500,000 1130-34-60165 Acct 548500 HOT Fund Convention Center Capital Improvement Fund $1,911,000 1030-34-13606 Acct 548500 Total: $8,411,000 ALTERNATIVES: The alternative is to reject the request for funding. This will result in the continued deterioration of the urgent scope items and may cause the urgent condition to become an emergency. FISCAL IMPACT: The fiscal impact in FY 2023 is an amount of $6,500,000.00 from the Type A Arena Sales Tax Fund and $1 ,911 ,000.00 from the HOT Funds. The $6,500,000.00 will be appropriated to the Type A Arena fund and transferred to the Arena Capital Fund and $1,911 ,000.00 will be transferred to Convention Center Capital Fund. Funding Detail: Funds will be appropriated to Type A - Arena fund 1130-34-60165 and transferred from the Type A - Arena fund to Arena Capital Fund as well as transferring HOT Funds 1030- 34-13606 to Convention Center Capital Fund. Fund: Fund 3274 Arena Capital Fund Organization/Activity: 23195 Department: 57 Economic Development Project # (CIP Only): 23195 Arena Urgent Mechanical Improvements Amount: $5,200,000.00 Fund: Fund 3180 Convention Center Capital Fund Organization/Activity: 23199 Department: 57 Economic Development Project # (CIP Only): 23199 Convention Center Urgent Mechanical Improvements Amount: $981 ,000.00 Fund: Fund 3274 Arena Capital Fund Organization/Activity: 23197 Department: 57 Economic Development Project # (CIP Only): 23197 Arena/Convention Center/ Selena Auditorium Landscaping Amount: $1 ,300,000.00 Fund: Fund 3180 Convention Center Capital Fund Organization/Activity: 23197 Department: 57 Economic Development Project # (CIP Only): 23197 Arena/Convention Center/ Selena Auditorium Landscaping Amount: $930,000.00 RECOMMENDATION: On May 15, 2023, the Corpus Christi Business and Job Development Corporation approved the request for funding in the amount of $6,500,000 from the Type A Arena Sales Tax. Staff recommends authorizing the request for appropriation in the amount of $6,500,000 from the unreserved fund balance of the Type A Arena Sales Tax Fund and transferring said funds in addition to $1,911 ,000 from the HOT Fund to support the Urgent Mechanical and Capital Improvements at the American Bank Center Arena, Convention Center, and the Selena Auditorium. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation One-Reading Ordinance appropriating $6,500,000.00 from the unreserved fund balance of the Type A Arena Fund; transferring such funds to the Arena Capital Improvement Fund for urgent mechanical improvements at the Arena and for capital improvements and enhancement of the Arena; transferring $1,911,000.00 from the HOT Fund to the Convention Center Capital Improvement Fund for urgent mechanical improvements at the Selena Auditorium and for capital improvements and enhancement of the Convention Center and Selena Auditorium; and amending the FY 2023 Operating & Capital Improvement Budget. WHEREAS, on May 15, 2023, the Corpus Christi Business and Job Development Corporation (the "Type A Corporation") Board of Directors approved funding contribution to this project in the amount of$6,500,000 from the Type A Arena Sales Tax. WHEREAS, the Corpus Christi FY 2023 Budget adopted by Ordinance 032855 includes funds in the amount of $1,911,000 from the HOT Operating Fund for Convention Center improvement projects. BE IT ORDAINED BY THE CITY COUNCIL FOR THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That funds in the amount of $6,500,000 from the unreserved fund balance are hereby appropriated to the Arena Fund 1130 increasing expenditures and transferred from the Arena Fund 1130 to the Arena Capital Fund 3274 increasing revenues and expenditures for urgent mechanical improvements at the Arena and capital improvements and enhancement to the landscaping of the Arena. SECTION 2. That funds in the amount of $1,911,000 from the HOT Fund 1030 Convention Center Operations budget are transferred to the Convention Center Capital Improvement Fund 3180 for urgent mechanical improvements at the Selena Auditorium and capital improvements and enhancement to the landscaping of the Convention Center and Selena Auditorium SECTION 3. That the FY2023 Operating and the Capital Budget adopted by Ordinance 032855 and 032856, respectively are amended to increase revenues and expenditures. SECTION 4. Upon written request of the Mayor or five City Council members, copy attached, the City Council: (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this 23rd day of May, 2023. day of TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced or at the present meeting of the City Council. Respectfully, Respectfully, Paulette Guajardo Mayor Council Members The above ordinance was passed by the following vote: Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Everett Roy Dan Suckley I FY2023 Budget Appropriation, Transferring Funds and Amending the Operating and the Capital Budget adopted by Ordinance 032855 and 032856, respectively for Urgent Mechanical Improvements and Capital Improvements to Landscaping at the American Bank Center Arena, Convention Center, and Selena Auditorium Location Map PRC_ .FC� (;G 9 'T %6r QJK kO %% ATC RGAR D E lw M! AL PROJECT LOCATION ��"� '• fid` y iA z #Xisting Conditions 4 ARENA URGENT MECHANICAL IMPROVEMENTS TO REPLACE TWO CHILLERS AND SYSTEM. AMERICAN BANK CENTER LANDSCAPING LEVY DYKE MA CORPUS CHRISTI, TEXAStl' a CONVENTION CENTER/ z SELENA WEST ARENA SOUTH &WEST \ z z LL, � Y ® m a W Q SHORLINE I CONVENTION CENTER/ ISLANDS SELENA EAST (gDLOOCCATDON MAP m A0.1 LEVY preliminary:This document was Issued by Rob Garcia,Registered Architect,State of Texas, #24187.Not for regulatory approval,permitting,or construction. Date:03/14/2023 D Y K E M A American Bank Center Landscaping Existing Conditions o r � a —— ARENA SOUTH MAIN ENTRANCE AT RESACA ST. INSTALLATION OF THE IRRIGATION SYSTEM,NEW LIGHTING,AND LAND EROSION MITIGATION LEVY preliminary:This document was Issued by Rob Garcia,Registered Architect,State of Texas, #24187.Not for regulatory approval,permitting,or construction. Date:03/14/2023 D Y K E M A American Bank Center Landscaping Existing Conditions I4 n c w ARENA MAIN ENTRANCE AT RESACA ST. BUILDING SLABS HAVE BECOME UNSTABLE AND SETTLING IN SOME AREAS Existing Conditions 1® a O i r s.� �h n ARENA WEST CONVENTION CENTER/SELENA WEST ENTRY LEVY Preliminary:This document was issued by Rob Garcia,Registered Architeet,State of Texas, #24187.Not for regulatory approval,permitting,or construction. Date:03/14/2023 D Y K E M A American Bank Center Landscaping Existing Conditions f a, d� CONVENTION CENTER/SELENA EAST SELENA EAST COVERED AREA CONVENTION CENTER/SELENA EAST ENTRY ENTRY LEVY preliminary:This document was Issued by Rob Garcia,Registered Architect,State of Texas, #24187.Not for regulatory approval,permitting,or construction. Date:03/14/2023 D Y K E M A American Bank Center Landscaping Existing Conditions y r r ' r � EXISTING TRAFFIC CONTROL LEVY preliminary:This document was Issued by Rob Garcia,Registered Architect,State of Texas, #24187.Not for regulatory approval,permitting,or construction. Date:03/14/2023 D Y K E M A American Bank Center Landscaping American Bank Landscaping l,, .r� w , rl . 41 in wm� WMW V �t a LAMM NEW GROUND COVER NEW DECOMPOSED THROUGHOUT GRANITE WALKWAY NEW STAINLESS STEELIRFMOVEABLE BOLLARDS NEW OUTDOOR SEATING AREA i LEVY preliminary:This document was Issued by Rob Garcia,Registered Architect,State of Texas, #24187.Not for regulatory approval,permitting,or construction. Date:03/14/2023 D Y K E M A American Bank Center Landscaping American Bank Landscaping -10 EXISTNG ALMS M1 r w i TIERED ` LANDSCAPING ..V ,k n✓1 L''. n f TIERED U LANDSCAPING NEW GRDUND - CDVER AND SHD PALMS THRONG LEVY preliminary:This document was Issued by Rob Garcia,Registered Architect,State of Texas, #24187.Not for regulatory approval,permitting,or construction. Date:03/14/2023 D Y K E M A American Bank Center Landscaping On May 1S, 2023 the Corpus Christi Business and Job Development Corporation approved the request for funding in the amount of $6,S00,000 from the Type A Arena Sales Tax. Staff recommends authorizing the request for budget appropriation from the unreserved fund balance in the amount of $6,500,000 from the Type A Arena Sales Tax Fund and transferring to the Arena Capital Fund 3274. Transferring budgeted funds from the HOT Operating Fund in the amount of $1,911,000 to the Convention Center Capital Fund 3180. To support the Urgent Mechanical and Capital Improvements to Landscaping at the American Bank Center Arena, Convention Center, and the Selena Auditorium. • - A ArenaArena Capital Improvement Fund $6,500,000 Sales Tax Fund • Convention Center Capital $1,911,000 Improvement Fund ell . $8,411,000 �US o� G0 v NPAPOF P54 18V AGENDA MEMORANDUM Action Item for the City Council Meeting of May 23, 2023 DATE: March 23, 2023 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services a effreye(a)-cctexas.com (361) 826-3851 Ernesto De La Garza, P.E., Director of Public Works ernestod2a-cctexas.corr, (361) 826-1677 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 6oshc2(a)cctexas.com (361) 826-3169 Construction Change Order Street Preventative Maintenance Program CAPTION: Motion authorizing the approval of Change Order No. 3 with Bay Ltd., Corpus Christi, Texas in an amount of$10,000,000.00 for a total amount not to exceed $60,150,000.00 for overlays as part of the Street Preventative Maintenance Program, and consistent with the Council approved Pavement Only approach, located city-wide with work starting upon notice to proceed and funding available through Streets Preventative Maintenance Program, Residential Street Reconstruction Fund, Storm Water, Wastewater, Water and Gas Capital Funds. SUMMARY: This change order authorizes additional funding necessary to immediately begin street improvements utilizing a pavement only approach for projects identified on the Infrastructure Management Plan (IMP). BACKGROUND AND FINDINGS: On December 6, 2019, City Council approved an ordinance awarding a contract to Bay, Ltd. for Ultra-Thin Bonded Wear Course in an amount not to exceed $20,000,000.00 and Overlays in an amount not to exceed $30,000,000.00 as part of the Street Preventative Maintenance Program. Streets identified in the SPMP work plans for FY 2019, 2020, 2021 and 2023 were issued on this contract and is currently 85% complete. This change order will allow for the continuation of street improvement utilizing the pavement only approach to complete streets on the IMP. PROJECT TIMELINE: Anticipated completion of additional work by December 2023. ALTERNATIVES: An alternative would be to not approve this change order. Subsequently, the pavement only approach would not begin until a new contract was bid and procured with construction not anticipated to start until December 2023. FISCAL IMPACT: The fiscal impact for FY 2023 is an amount of $10,000,000.00 with funding available through Streets Preventative Maintenance Program (SPMP), Residential Street Reconstruction Fund, Storm Water, Wastewater, Water and Gas Capital Funds. FUNDING DETAIL: Funding will be allocated from appropriate fund sources as the delivery orders are identified and issued. RECOMMENDATION: Staff recommends authorizing the approval of Change Order No. 3 with Bay Ltd., Corpus Christi, Texas in an amount of$10,00,000.00 for a total amount not to exceed $60,150,000.00. LIST OF SUPPORTING DOCUMENTS: Change Order (Receipt)Cost Received CITY OF CORPUS CHRISTI (Emailed)Routed through DocuSign from Contractor: ENGINEERING SERVICES for Signatures: (Stamped)Cost Approved by CHANGE ORDER (Executed)Change Order Signed for Specialist: NTP&Processing: PROJECT: (SPMP)Overlays FY19-Street Preventative Maintenance CHANGE ORDER NO: 3 CONTRACTOR: Bay,Ltd. CHANGE ORDER DATE: 5/10/2023(Draft) ENGINEER: COCC-Public Works-Streets PROJECT NUMBER: 18135A(Year 1) PROJECT MANAGER: Dazhi Sun,P.E. ORIGINAL CONTRACT TIME: 712 CD's OPERATING DEPT.: Public Works-Streets Make the following additions,modifications or deletions to the work described in the Contract Documents: ADDITIONS Quantity Unit Unit Price Total Add Additional Funds to Contract 1 Addtional funds for additional scope of work 1 LS $ 10,000,000.00 $ 10,000,000.00 Subtotal: $ 10,000,000.00 Additional Contract Time Due To:Scope of Work 0 DAY $ - $ - Additional Contract Time Due To:Rain/Weather 0 DAY $ - $ - Additional Contract Time Due To:Critical Path Delays 0 DAY $ - $ - Additional Contract Time Due To:Other 0 DAY $ - $ - Additions Total: $ 10,000,000.00 DELETIONS Quantity Unit Unit Price Total None 1 n/a 0 LS $ - $ Deletions Total: $ - Additional Calendar Days requested 0 NET TOTAL OF THIS CHANGE ORDER: $ 10,000,000.00 Why was this Change necessary: This change order authorizes additional funding necessary to immediately begin street improvements utilizing a pavement only approach for projects identified on the Infrastructure Management Plan(IMP). This Contract Modification represents Final Adjustment for any and all amounts due or to become due to Contractor for changes referred to herein.Contractor further releases all other claims,if any (except those claims previously submitted in writing in strict accordance with the Contract),for additional compensation under this Contract,including without limitation any rights Contractor may have for additional compensation arising out of delays or disruption of Contractor's schedule as may have arisen prior to the date of this Contract Modification.Unless otherwise expressly provided herein,the time of completion and all other terms and conditions of the Contract remain unchanged Original Contract Amount $ 50,000,000.00 Maximum Change Order Contingency Amount(25%) $ 12,500,000.00 Remaining Available Contingency Amount(including this CO) $ 2,350,000.00 Previously Approved Change Order Amount $ 150,000.00 Proposed Change Order Amount $ 10,000,000.00 Revised Contract Amount $ 60,150,000.00 Percent of Total Change Orders(including this CO) 20.30% Original Contract Time for Substantial Completion 712 CD's Notice to Proceed Date 3/2/2020 Original Substantial Completion Date 2/12/2022 Previously Approved Change Order Time 767 CD's Additional Time on This Change Order 0 CD's Revised Contract Time for Substantial Completion 1479 CD's Revised Substantial Completion Date 3/20/2024 (Receipt)Cost Received CITY OF CORPUS CHRISTI (Emailed)Routed through DocuSign from Contractor: ENGINEERING SERVICES for Signatures: (Stamped)Cost Approved by CHANGE ORDER (Executed)Change Order Signed for Specialist: NTP&Processing: PROJECT: (SPMP)Overlays FY19-Street Preventative Maintenance CHANGE ORDER NO: 3 CONTRACTOR: Bay,Ltd. CHANGE ORDER DATE: 5/10/2023(Draft) ENGINEER: COCC-Public Works-Streets PROJECT NUMBER: 18135A(Year 1) PROJECT MANAGER: Dazhi Sun,P.E. ORIGINAL CONTRACT TIME: 712 CD's OPERATING DEPT.: Public Works-Streets Make the following additions,modifications or deletions to the work described in the Contract Documents: REVIEWED BY: Initial Date REQUESTED BY:Bay,Ltd. Eng.Proj.Specialist Johnny Salazar is Constr.Supervisor Amie Wojtasczyk AW Constr.Inspector Steve Waggener SW Constr.Sr.Project Mgr. Ruben Barrera 2B Mathew Beal Date Highway Estimating Manager CITY OF CORPUS CHRISTI SECTION/FUND SECTION/FUND FUND: xxxx-xx-xx xxxx-xx-xx ACCOUNT: xxxxxx xxxxxx RECOMMENDED BY: ACTIVITY: xxxxxx-xx-xxxx-xxx xXXXXx-XX-XXXX-XXX Brett Van Hazel Date AMOUNT: $0.00 $0.00 Construction Engineer APPROVED AS TO APPROVED BY: FORM:Kent McIlyar Date ($50,000.00-$99,999.99)Neiman Young Date Assistant City Attorney Assistant City Manager initials RECOMMENDED BY: Authorized Legistrar No. Kamil Taras Date Management and Budget Designee By Council Council Date APPROVED BY: ATTEST: Jeff H.Edmonds Date (Council)Rebecca Huerta Date Director of Engineering Services (>_$100,000.00 or>_25%)City Secretary �vs cr �o v NOflPORPY ED xss2 AGENDA MEMORANDUM Action Item for the City Council Meeting of May 23, 2023 DATE: May 23, 2023 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services 6effreyea-cctexas.com (361) 826-3851 Ernest De La Garza, P.E., Director of Public Works edelagarzaa-cctexas.com (361) 826-1877 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 6oshc2(a)-cctexas.com (361) 826-3169 Construction Contract Award Storm Water Infrastructure IDIQ FY 23-25 CAPTION: Motion awarding a construction contract to Bridges Specialties, Inc., Robstown, Texas, for Storm Water Infrastructure Indefinite Delivery Indefinite Quantity (IDIQ) FY 23-25 program, which includes Bridge Rehabilitation, Channel Ditch Improvements, and Citywide Storm Water Infrastructure Rehabilitation, in an amount up to $6,000,000.00 for one-year term, with two one- year renewal options to be administratively authorized for a total amount not to exceed $18,000,000.00, located Citywide, with FY 2023 funding available from Storm Water Capital Fund. SUMMARY: This motion awards a construction contract for the Storm Water IDIQ program. The IDIQ provides for the rehabilitation and/or replacement of manholes, curb inlets, existing culvert bridge infrastructure, storm water pipes or box culverts by open cut installation methods, bridge railings, markers, crack and spall repairs, concrete/stone riprap, headwall installation/repair, well pointing, cleaning and televised inspection of conduits, channel excavation, channel maintenance, Storm Water Pollution Prevention Plan (SWPPP) permit compliance, resultant pavement, curb and gutter, sidewalk and driveway repairs, and temporary traffic control measures. BACKGROUND AND FINDINGS: The IDIQ program will identify, prioritize, and implement specific capital improvement projects in a phased design and construction approach to extend service lift, improve drainage, mitigate flooding, and reduce long-term maintenance costs. The work will be issued by the City in multiple indefinite quantity individual work orders called "Delivery Orders" (DO's) that provide specific scope and requirements in accordance with the plans, specifications, and contract documents. The DO's are developed utilizing the contractor's unit bid prices. This allows for a more rapid turnaround in construction delivery. The project scope includes rehabilitation and/or replacement of manholes, curb inlets, existing culvert bridge infrastructure, storm water pipes or box culverts by open cut installation methods, bridge railings, markers, crack and spall repairs, concrete/stone riprap, headwall installation/repair, well pointing, cleaning and televised inspection of conduits, channel excavation, channel maintenance, Storm Water Pollution Prevention Plan (SWPPP) permit compliance, resultant pavement, curb and gutter, sidewalk and driveway repairs, and temporary traffic control measures. The current CIP has a combined construction budget of $6,000,000.00 for the Bridge Rehabilitation, Channel Ditch Improvements, and Citywide Storm Water Infrastructure Rehabilitation. The proposed storm water IDIQ contract is for an initial one-year term, with the option to renew for two additional one-year periods administratively in an amount up to $6,000,000.00 for a total amount not to exceed $18,000,000.00. The determination to exercise renewal option will be based on the Contractor's successful performance for the work on the DO's. PROJECT TIMELINE: 2023 2023 - 2024 February - May June - June Bids kward Construction Project schedule reflects City Council award in May 2023 with anticipated completion in June 2024. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Bid for the project and on March 29, 2023, the city received bids from three bidders. The City evaluated the bids in accordance with the contract documents and determined Bridges Specialties, Inc. to be the lowest responsive and responsible bidder. A summary of the bids is provided below: BID SUMMARY CONTRACTOR BASE BID Bridges Specialties, Inc. $22,797,880.00 Clark Pipeline Services, LLC $28,644,658.11 Jhabores Construction Company, Inc. $34,408,076.82 Engineer's Opinion of Probable Construction Cost $18,000,000.00* *Engineer's Opinion of Probable Construction Cost is based on the total of three years of the contract. Bridges Specialties, Inc. has successfully completed numerous projects with the City including Gollihar Outfall, Park Road 22 Lift Station, and JC Elliot Landfill Site Improvements. ALTERNATIVES: City Council could choose not to award the construction contract to Bridges Specialties, Inc. This would delay repairs to bridges, channels, and storm water infrastructure causing more costly repairs to structure and property. FISCAL IMPACT: The fiscal impact for FY 2023 is an amount of$6,000,000.00 with funding available from the Storm Water Capital Fund and American Rescue Plan Act Funds. FUNDING DETAIL: Fund: Storm Water 2023 CIP (Fund 4533) Department: Storm Water (47) Project: Bridge Rehabilitation FY 23-25 (Project No. 23078). Reference project 21105 in the FY 2023 Capital Budget. Account: Construction (550910) Activity: 23078 Amount: $500,000.00 Fund: Storm Water 2023 CIP (Fund 4533) Department: Storm Water (47) Project: Channel Ditch Improvements FY 23-25 (Project No. 23079). Reference project 21044 in the FY 2023 Capital Budget. Account: Construction (550910) Activity: 23079 Amount: $500,000.00 Fund: American Rescue Plan (Fund 1076) Department: Storm Water Infrastructure (17) Project: Citywide Storm Water Infrastructure IDIQ FY 23-25 (ARPA Project No. 421003F). Reference project 21107 in the FY 2023 Capital Budget. Account: Construction (550910) Activity: 421003-F-1076-EXP Amount: $5,000,000.00 Total: $6,000,000.00 RECOMMENDATION: Staff recommends awarding the construction contract for the Storm Water Infrastructure IDIQ FY 23-25 program to Bridges Specialties, Inc., in the amount of $6,000,000.00. The construction duration is planned for 12 months from issuance of the Notice to Proceed to begin construction in June 2023 with completion in June 2024. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Map Bid Tab CIP Page PowerPoint Presentation 4 RryfR N a moa �'3 I CITYWIDE PROJECT W E av X38 cc(q CORPUS CHRISTI BAY 2 e (f 4 q�9D c"YO of<oso agNRf f u xns c � oma VICINITY MAP s A ao� NOT TO SCALE CITYWIDE PROJECT AERIAL OTO Sca� I EP Project Numbers: 23149, 230789 23079 STORM WATER INFRASTRUCTURE IDIQ CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI,TEXAS FY 23-25 DEPARTMENT OF ENGINEERING SERVICES `�= TABULATION OF BIDS PROCUREMENT CITY OF CORPUS CHRISTI,TEXAS TABULATED BY:WA Engineering,Inc. DESIGN ENGINEER:-C-PE BID DATE:W--y,March 29,2023 REB 4648 Bridges Specialties,lnc. Clark Pipeline Services,LLC. Jhabores Const Company,Inc. PROJECT NO.'s 23149,230]8,230]9-Storm Water lnfrastrudure IGO FY 2023-2025 4233 FM 624 6229 Leopard Street PO Box 60089 BASE BID Robs IT Texas 18380 Corp-l-,1xas18409 CorpusC-,1- 7-ITEM DESCRIPTION 7U-NIT-7.-TY UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT PARTA-GENERAL Al MOBILIZATION MAX.S%OFPROJECTTOTAL LS 1 S 930,000.00 E 930,000.00 $1364,031.34 $ 1364,031.34 $1250,314.00 $ 1250,314.00 A2 BONDS AND INSURANCE LS 1 S Sd,R50.0o E 54,250.00 $ 403,1619] $ 403,1619] $ 55,000.00 $ 55,000.00 A3 STORM WATER POLLUTION PREVENTION PIAN SMALL CONSTRUCTION SITE 1-S ACRES EA 5 S 10,000.00 E 50,000.00 $ 22200.00 $ 11100000 54,195.00 A4 STORM WATER POLLUTION PREVENTION PLAN(-GE CONSTRUCTION SITE, ACRES) EA 5 S 12,000.00 S 60,000.00 $ 33,00000 $ 165,00000 $ 1],49200 $ 81,46000 A5 OZONE ADVISORY DAYS DAYS 5 S 1.00 S SIR, $ 18000 $ 90000 $ 166]00 $ 8,33500 SUBTOTAL PARTA-GENERAL ITEMS Al THRU AS) 1,094,255.00 E 2044093.31 E 1455304.00 PART B-DEMDLI TION B1 REMOVE EXISTING CURB INLET EA 10 S 2,300.00 S 20,000.00 $ 1200.00 $ 12000.00 $ 1698.00 $ 16980.00 B2 REMOVE EXISTING GRATE INLET EA 10 S 2,300.00 S 20,000.00 $ 1200.00 $ 12000.00 $ 12]400 $ 12]40.00 B3 REMOVE EXISTING POSTINLET EA 10 S 2,300.00 S 20,000.00 $ 1200.00 $ 12000.00 $ 12100 $ 12]40.00 B4 REMOVE EXISTING FLUME LF 100 S 35.00 S 3,500.00 $ 4800 $ 4,80000 $ 10188 1$ 10188.00 B5 REMOVE EXISTING STORM MANHOLE EA 10 S 3,000.00 S 30,000.00 $ 2400.00 $ 24,000.00 $ 254]00 $ 25470.00 B6 REMOVE EXISTING JUNCTION BOX EA 10 S 3,000.00 S 30,000.00 $ 3600.00 $ 36000.00 $ 2 547D $ 25470.00 B] REMOVE EXISTING S E T. EA 10 S 1,500.00 S 15,000.00 $ 1200.00 $ 12000.00 $ 101900 $ 1019080 B8 REMOVE EXISTING HEAD-IINGWALL HW=3' LF 100 S 3280 S 3,200.00 $ 36.00 $ 3600.00 $ 10188 $ 10188.00 B9 REMOVE EXISTING HEADWALNNINGWALL HW=4' LF 100 $ 34.00 S 3,400.00 $ 3]89 $ 3,7139 BB $ 10]24 $ 10]_2 310 REMOVE EXISTING HEADWALNNINGWALL(HW 5) LF 100 S 36.00 S 3,600.00 $ 4000 $ 4000.00 $ 11320 $ 1132000 311 REMOVE EXISTING HEADWALNNINGWALL(HW 6) LF 100 $ 38.00 S 3,800.00 $ 4235 $ MR. 235.00 $ 11985 $ 11985.00 312 REMOVE EXISTING HEADWALNNINGWALL HW=]' LF 100 S 40.00 S 4,000.00 $ 4500 $ 4500.00 $ 12]35 $ 12]35.00 B13 REMOVE EXISTING HEADWALNNINGWALL HW=B' LF 100 S 42.00 S 4,200.00 $ 4800 $ 4800.00 $ 13583 $ 13583.00 B14 REMOVE EXISTING HEADWALNNIN GWALL HW=9' LF 100 S 44.00 E 4,400.00 $ 5143 $ 514300 $ 14554 $ 14554.00 B15 REMOVE EXISTING HEAUWALNNIN GWALL HW=10' LF 100 S 4680 S 4,600.00 $ S5.38 $ 5538.00 $ 15673 $ 1567380 Bib REMOVE EXISTING HEADWALNNINGWALL HW=11' LF 100 S d8.00 S 4,800.00 $ 6000 $ 6000.00 $ 16979 $ 169]9.00 Bi] REMOVE EXISTING HEADWALNNINGWALL HW=12' LF 100 S 50.00 S 5,000.00 $ 65.45 $ 654500 $ 18523 $ 18523.00 318 REMOVE EXISTING HEADWALNNINGWALL(HW 13) LF 100 S 60.00 S 6,000.00 $ ]280 $ ]200.00 $ 203]5 $ 20375.00 B19 REMOVE EXISTING HEADWALNNINGWALL(HW 14) LF 100 S ]080 S ],00080 $ 8000 $ 8000.00 $ 22639 $ 22639.00 320 REMOVE EXISTING HEAD-IINGWALL HW 15) LF 100 S 80.00 S 8,000.00 $ 90.00 $ 9000.00 $ 25469 $ 25469.00 B21 REMOVE EXISTING HEADWAL-IINGWALL HW=16' LF 100 S 90.00 S 9,000.00 $ 10286 $ LID,-M $ 29187 $ 2910].00 B22 REMOVE EXISTING RETAINING WALL LF 100 S 5580 S 5,500.00 $ 7 692 $ ],69200 $ 9180 $ 9100.00 B23 REM ONE M ETAL BEAM GUARD FEN CE LF 500 S 8.00 S 4,300.00 $ 720 $ 360000 $ 900 $ 4500.00 B24 REMOVE DELINEATOR SIGN AND POST EA 100 S 2080 S 2,300.00 $ 60000 $ 60000.00 $ 1000 $ 1800.00 B25 REMOVE PEDESTRIAN RAILING LF 500 S 8.00 S 4,300.00 $ ]20 $ 3600.00 $ 600 $ 3000.00 326 REMOVE CHAINLINK RAILING LF 300 S 2580 S ],500.00 $ 3]50 $ 11250.00 $ 5000 $ 15000.00 B27 REMOVE CONCRETE RAILING FOUNDATION PIER EA 25 S 500.00 S 12,500.00 $ 105000 $ 26250.00 $ 108200 $ 2],050.00 328 REMOVE EXISTING CURB AND GUTTER LF 1000 S 1080 S 10,00080 $ 1280 $ 1200080 $ 2400 $ 24800.00 B29 SAWCUT EXISTING ASPHALT/CONCRETE 0'S" LF 2500 S 8.00 S 20,00080 $ 720 $ 18,00080 $ 1280 $ 30800.U0 330 SAWCUT EXISTING ASPHALTICONCRETE T'-12" LF 2500 S 1680 S 40,00080 $ 960 $ 24,000.00 $ 1300 $ 32500.00 B31 SAWCUT EXISTI NG ASPHALTICONCRETE>12" LF 2500 S 1880 S 45,00080 $ 1280 $ 30,000.00 $ 1500 $ 3]500.00 332 REMOVE EXISTING ASPHALT PAVEMENT SV 2500 S 1180 S 27,50080 $ 2400 $ 60,000.00 1$ 900 $ 22500.00 333 REMOVE EXISTING CONCRETE PAVEMENT SV 2500 S 1580 S 3],50080 $ 2400 $ 60,000.00 $ 1]00 $ 42500.00 334 REMOVE EXISTING ASPHALT DRIVEWAY SF5000 S 3.00 S 15,000.00 $ 500 $ 25,000.00 $ 300 $ 15800.00 335 REMOVE EXISTING CONCRETE DRIVEWAY SF 5000 S 6.00 S 30,00080 $ 600 $ 30,000.00 $ 400 $ 20800.00 336 REMOVE EXISTING SIDEWALK SF 5000 S 8.00 S 40,00080 $ 300 $ 15,000.00 $ 450 $ 22500.00 B37 REMOVE EXISTING SIDEWALK RAMP SF 2500 S 15.00 S 3],50080 $ 400 $ 10,00080 $ 34.00 $ 85000.00 333 REMOVE EXISTING CONCRETE RIPRAP SV 1000 S 3580 S 35,00080 $ 1000 $ 10,00080 $ 166] $ 166]0.00 339 REMOVE EXISTING CONCRETE CHANNEL LINING SV 1000 S 35.00 S 35,000.00 $ 1500 $ 15,000.00 $ 1900 $ 19000.00 340 PLUG EXISTING 6"-18"PIPE EA 5 S 1,500.00 S ],500.00 $ 1400.00 $ ]00000 $ 98180 $ 490500 B41 PLUG EXISTING 24"--PIPE EA 5 S 1,800.00 S 9,000.00 $ 2000.00 $ 10000.00 $ 1296.00 $ 648000 B42 GROUT FILL AND ABANDON 6'18"PIPE LF 200 S 4080 S 8,000.00 $ 3]20 $ ]44000 $ 466] $ 9334.00 B43 GROUT FILL AND ABANDON 24"-36"PIPE LF 200 S 5580 S 11,000.00 $ 5520 $ 11040.00 $ 13033 $ 26066.00 344 REMOVE EXISTING 6"-18"CMP/HDPE LF 50 S 50.00 S 2,500.00 $ 3360 $ 168000 $ SID $ 254]00 B45 REMOVE EXISTING 24"-36"CMP/HDPE LF 50 S 60.00 S 3,000.00 $ 36.52 $ 182600 $ 636] $ 3183.50 346 REMOVE EXISTING 42"-54"CMPIHDPE LF 50 S 65.00 S 3,250.00 $ 56.00 $ 2800.00 $ 84.90 $ 424500 B47 REMOVE EXISTING 60+^CMPIHDPE LF 50 S ]880 S 3,900.00 $ 84.00 $ 4200.00 $ 12]35 $ 636]50 348 REMOVE EXISTING 6"-18"POP LF 1000 S 85.00 S 85,000.00 $ 3360 $ 33600.00 $ 2094 $ 20940.00 B49 REMOVE EXISTING 24"-36"POP LF 500 S 4080 S 20,00080 $ 36.52 $ 18260.00 $ 636] $ 31835.00 350 REMOVE EXISTING 42"--POP LF 100 S 8580 S 8,500.00 $ 64.00 $ 6,40000 $ 84.90 $ 8490.00 B51 REMOVE EXISTING 61'RCP LF 100 S 95.00 S 9,500.00 $ 96.00 $ 960000 $ 13800 $ 1380080 352 REMOVEEXISTIN GBOXCULVERT D10SFEFFECTIVEOPENING LF 500 S ]580 S 3],500.00 $ 96.00 $ 48000.00 $ 10200 $ 51000.00 B. REMOVE EXISTI NG BOX CULVERT 11-20 SF EFFECTIVE OPENING LF 500 S 100.00 S 50,000.00 $ 1066] $ 53335.00 $ 11400 $ 5]000.00 TABULATION OF BIDS PROCUREMENT CITY OF CORPUS CHRISTI,TE%AS TABULATED BY:UA Engineering,Inc. DESIGN ENGINEER:J Co PE BID DATE:--d.,March 29,2023 RFB 4648 Bridges Specialties,lnc. Clark Pipeline Services,LLC. 1habores Const Company,Inc. PROJECT NO.'s 23119,230]8,230]9--Storm Water lnfrastrudurel DI FY 2023-2025 4233 FM 624 6229 Leopard Street PO Box 60089 BASE BID Robs I,Texas 18380 Corpus Chd9i,1xas18409 -p-h-,1xas18466 ITEM DESCRIPTION UNIT QTY UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT 354 REMOVEE%ISTING B77CULVERT21-F EFFECTIVE OPENING LF 25D S 125.00 S 31,250.00 $ 12000 $ 30000.00 $ 12800 $ 32000.00 355 REMOVE EXISTING BOX CULVERT IS-SF EFFECTIVE OPENING LF 100 S 180.00 S 18,000.00 $ 137.14 $ 1371490 $ 14600 $ 14600.00 356 REMOVE EXISTING BO%CULVERT EM-SF EFFECTIVE OPENING LF 5D S 18090 S 9,000.00 $ 16000 $ 8000.00 $ 1]000 $ 8500.00 B57 REMOVE EXISTING BOX CULVERT5180SF EFFECTIVE OPENING LF 5D S 19090 S 9,500.00 $ 19200 $ 960000 $ 20400 $ 10200.00 358 REMOVE EXISTING BOX CULVERT61-]OSF EFFECTIVE OPENING LF 5D S 23090 S 11,500.00 $ 30000 $ 15,000.00 $ 22700 $ 11350.00 B59 REMOVE EXISTING BOX CULVERT1180SF EFFECTIVE OPENING LF 5D S 25090 S 12,50090 $ 33600 $ 16,800.00 $ 25500 $ 12]50.00 360 REMOVE EXISTING BOX CULVERTT81-905F EFFECTIVE OPENING LF 5D S 27590 S 13,75090 $ 42000 $ 21000.00 $ 29190 $ 1455090 B61 REMOVE EXISTING BOX CULVERT(91-100SF EFFECTIVE OPENING LF 5D S 30090 S 15,000.00 $ 480.00 $ 24,000.00 $ 33967 $ 16983.50 362 REMOVE EXISTING BOX CULVERT 101-110 SF EFFECTIVE OPENING LF 5D S 35090 S 1],50090 $ 54090 $ 2],000.00 $ 40]50 $ 203]5.00 B63 REMOVE EXISTING BOX CULVERT 111-12D SF EFFECTIVE OPENING LF 5D S 40090 S 20,000.00 $ 60000 $ 30,000.00 $ 50938 $ 25469.00 364 REMOVE EXISTING BOX CULVERT 121-13D SF EFFECTIVE OPENING LF 5D S 425.00 S 21,250.00 $ 6]500 $ 33,]50.00 $ 1018]6 $ 50938.00 365 REMOVEEXISTING BO%CULVERT 131-1405F EFFECTIVE OPENING LF 50 S 425.IN S 21,850.00 $ ]2000 $ 36,000.00 $ 1018]6 $ 50.938.00 366 REMOVE EXISTING BO%CULVERT 141-i505F EFFECTIVE OPENING LF 50 S 425.00 S 21,850.00 $ D. $ 45,000.00 $ 2,03]52 $ iO 1.816.00 SUBTOTALPARTB-DEMOLITIONITEMS BI THRU B66 S 1,035,900.00 $ 11418]3.00 I $ 13919]4.50 PARTC-STORMCULVERTS Cl CIPPLINING-EXISTING IB"-30'PIPE LF 150 S 550.00 S 82,500.00 $ 108000 $ 162,00090 $ 239300 $ 358950.00 C2 Cl PP LI N I NG OF E%I STING 36"42"PIPE LF 100 S ]2590 S ]2,500.00 $ 144000 $ 144,00090 $ 3150.00 $ 315000.00 C3 CIPP LINING OF EXISTING 48"80'PIPE LF 5D S 1,500.00 S ]5,000.00 $ 192000 $ 96000.00 $ ]560.00 $ 378HOO 00 C4 STORM SEAL OF EXISTING I S'GO"PIPE LF 15D S 40090 S 60,000.00 $ 60960 $ 91440.D0 $ 60500 $ 90,-D0 C5 STORM SEAL OF EXISTING--'PIPE LF 100 S 50090 S 50,000.00 $ ]0680 $ ]0680.00 $ ]10.00 $ ]1000.00 C6 STORM SEAL OF EXISTING 48"80"PIPE LF 5D S 90090 S 45,00090 $ 82800 $ 41400.00 $ 82190 $ 41050.00 C] 18"-24"HP PIPE LF 100 S 10090 S 10,00090 $ 11636 $ 11635.G0 $ 14086 $ 14,086.00 C8 30"--HE PIPE LF 100 S 12090 S 12,00090 $ 20800 $ 20,800.00 $ 26864 $ 26864.00 C9 18"-24"CLASS III RCP LF 5000 S 10090 S 500,000.00 $ 18080 $ 904,00090 $ 15190 $ ]55000.00 CiD 30"--CLASS III RCP LF 2000 S 15090 S 300,000.00 $ 31400 $ 62800090 $ 28900 $ 5]8000.00 C11 42"4D'CLASS III RCP LF 100 S 32090 S 32,00090 $ 46840 $ 46840 DO $ 43000 $ 43900.00 C12 54"80'CLASS III RCP LF 100 S 4]190 S 4],40090 $ ]61 89 $ ]6189.00 $ ]3400 $ 73 400.00 C13 REINFORCED CONCRETE ARCH PIPE CLASS III DESIGNI 18"EQUIVALENT DIAMETER LF 500 S 26]90 S 133,50090 $ 32]20 $ 163600.00 $ 2]300 $ 13650090 C14 REINFORCED CONCRETE ARCH PIPE CLASS III DESIGNS 24"EQUIVALENT DAMETER LF 250 S 280.00 S ]0,00090 $ 3]880 $ 94]00.DO $ 31500 $ ]8]50.00 C15 REINFORCED CONCRETE ARCH PIPE CIASS III(DESIGN 4)OP'EQUIVALENT DIAMETER LF 100 S 300.00 S 30,000.00 $ 4]]20 $ 4],]20.00 $ 38000 $ 38900.00 C16 REINFORCED CONCRETE ARCH PIPE CLASS III DESIGN 5 36"EQUIVALENT DIAMETER LF 100 S 32090 S 32,00090 $ 600.80 $ 60,080.00 $ 4]900 $ 47 900.00 C17 115" CLASS IV RCP LF 2500 S 11090 S 2]5,00090 $ 20240 $ 50600600 $ 18190 $ 45250090 C18 GO" CLASS IV RCP LF 1000 S 1]590 S 1]5,00090 $ 3]840 $ 3]8400.00 $ 32190 $ 32190090 C19 42"4D'CLASS IV RCP LF 5D S 36090 S 18,00090 $ 63520 $ 31]60.00 $ 55200 $ 2]800.00 C2D 54"80'CLASS IV RCP LF 5D S 59090 S 29,500.00 $ 1 083.49 $ 541]4.50 $ 9]0.00 $ 48 500.00 C21 REINFORCED CONCRETE ARCH PIPE CLASS IV DESIGNI 18"EQUIVALENT DIAMETER LF 300 S 32090 S %,000.00 $ 3]400 $ 11220600 $ 30]00 $ 02.100.00 C22 REINFORCED CONCRETE ARCH PIPE CLASS IV DESIGN 3 24"EQUIVALENT DIAMETER LF 20D S 37190 S ]4,20090 $ 42200 $ 84,400.00 $ 34700 $ 60 400.00 C23 REINFORCED CONCRETE ARCH PIPE CLASS IV(DESIGN 4 30'EQUIVALENT DIAMETER LF 100 S 38790 S 38,70090 $ 54320 $ 54,320.00 $ 42800 $ 42800.00 C24 REINFORCED CONCRETE ARCH PIPE CLASS IVDESIGNS OS'EQUIVALENT DIAMETER LF 100 S 45090 S 45,000.00 $ 69320 $ 69,320.00 $ 54600 $ 54800.00 C25 PRECAST REINFORCED CONCRETE BOX CULVERT-SF EFFECTIVE OPENING LF 500 S 45090 S 225000090 $ 62827 $ 314,13590 $ 57900 $ 289500.00 C26 PRECAST REINFORCED CONCRETE BOX CULVERT 11-2D SF EFFECTIVE OPENING LF 500 S 45090 S 225000090 $ 87420 $ 43],10090 $ 92190 $ 46050090 C27 PRECAST REINFORCED CONCRETE BOX CULVERT(21-3DSF EFFECTIVE OPEN ING LF 500 S 64490 S 322000090 $ 1409.31 $ ]04,65590 $ 13]8 00 $ 689000.00 C28 PRECAST REINFORCED CONCRETE BO%CULVERT 3140 SF EFFECTIVE OPENING LF 500 S 90090 S 450,00090 $ 158]60 $ ]93,80090 $ 1480.00 $ ]40000.00 C29 PRECAST REINFORCED CONCRETE BOX CULVERT(41-5DSF EFFECTIVE OPENING LF 500 S 1,25090 S 625,000.00 $ 20]960 $ 1039,800.00 $ 181800 $ 909000.00 C3D PRECAST REINFORCED CONCRETE BOX CULVERT 5180 SF EFFECTIVE OPENING LF 25D S 1,]00.00 S 125,00090 $ 224520 $ 56130090 $ 2,172 GG $ 543000.00 C31 PRECAST REINFORCED CONCRETE BOX CULVERT(61-7DSF EFFECTIVE OPENING LF 25D S 1,900.00 S 4]5,00090 $ 228120 $ 5]0,30090 $ 2080 DO $ 520000.00 C32 PRECAST REINFORCED CONCRETE BOX CULVERT]180 SF EFFECTIVE OPENING LF 25D S 20000.00 S 500,-..1$ 2404.00 $ 60100090 $ 2335.00 $ 583]50.00 C33 PRECAST REINFORCED CONCRETE BOX CULVERT 81-90 SF EFFECTIVE OPENING LF 25D S 2,000.00 S 500,00090 $ 2554.80 $ 638,]0090 $ 2428 DO $ 60]000.00 CM PRECAST REINFORCED CONCRETE BOX CULVERT 91-100 SF EFFECTIVE OPENING LF 25D S 20DMOD0 S 500,00090 $ 269520 $ 6]3,80090 $ 2,614 DO $ 653500.00 C35 PRECAST REINFORCED CONCRETE BOX CULVERT 101-11D SF EFFECTIVE OPENING LF 100 S 2,200.00 S 220,00090 $ 288960 $ 288,06090 $ 2710 DO $ 2]1900.00 C36 PRECAST REINFORCED CONCRETE BOX CULVERT 111-12D SF EFFECTIVE OPENING LF 100 S 2,200.00 S 220,00090 $ 3030 DO $ 30SS0000 $ 2]9200 $ 27920090 C37 PRECAST REINFORCED CONCRETE BOX CULVERT 121-13D SF EFFECTIVE OPENING LF 100 S 2,200.00 S 220,00090 $ 3090.00 $ 309000.00 $ 2,614 DO $ 26140090 CM PRECAST REINFORCED CONCRETE BOX CULVERT 131-14D SF EFFECTIVE OPENING LF 100 S 2,300.00 S 230,00090 $ 3233.40 $ 32334000 $ 309]00 $ 309]00.00 C39 PRECAST REINFORCED CONCRETE BOX CULVERT 141-15D SF EFFECTIVE OPENING LF 100 S 2,400.00 S TA0,00090 $ 344023 $ 34402300 $ 393190 $ 393100.00 C40 CAST-IN-PIACE REINFORCED CONCRETE BOX CULVERT-SF EFFECTIVE OPENING LF 100 S III S 50,00090 $ 69300 $ 69300.DO $ 156190 $ 156,100 D0 C41 CAST-I N-PIACE REINFORCED CONCRETE BO%CULVERT 11-205F EFFECTIVE OPENING LF 100 S 800.00 S 80,00090 $ 90800 $ 90800.D0 $ 2100.00 $ 210,00090 C42 CAST-IN-PIACE REINFORCED CONCRETE BOX CULVERT21-305F EFFECTIVE OPENING LF 100 S 1,200.00 S 120,00090 $ 1458.00 $ 145,80090 $ 26]800 $ 26]800.00 C43 CAST-IN-PIACE REINFORCED CO IN RETE3O%CULVERT 31405E EFFECTIVE OPENING LF 100 S 1,500.00 S 150,000.00 $ 1 72 DO $ 17250090 $ 323200 $ 323,20090 C44 CAST-IN-PLACE REINFORCED CONCRETE 3O%CULVERT41-505F EFFECTIVE OPENING LF 100 S 1,800.00 S 180,000.00 $ 223200 $ 22320000 $ 3553.00 $ 355,30090 C45 CAST-IN-PIACE REINFORCED CONCRETE BO%CULVERT 51805E EFFECTIVE OPENING LF 50 S 2,000.00 S 100,000.00 $ 2400.00 $ 120000.00 $ 412400 $ 206200.00 C46 CAST-IN-PLACE REINFORCED CONCRETE BO%CU LVERT 61-]O SF EFFECTIVE OPENING LF 5D S 2,20090 S 110,00090 $ 252000 $ 126000.00 $ 4]88.00 $ 239400.00 TABULATION OF BIDS PROCUREMENT CITY BE CORPUS CHRISTI,TEXAS TABULATED BY:UA Engineering,Inc. DESIGN ENGINEER:J Co BE BID DATE:--d.,M-1,29,2023 REB,6d8 Bridges Specialties,lnc. Clark Pipeline Services,LLC. JM1abores Const Company,Inc. PROJECT NO.'s 23149,230]8,230]9-Storm Water lnfrastrudurel DIQ FY 2023-2025 4233 FM 624 6229 Leopard Street PO Box 60089 BASE BID Robs I,Texas 18380 Corp-l-,T-713409 -p-h-,1- 7-ITEM DESCRIPTION UNIT QTY UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT C47 CAST-IN-PLACE REINFORCED CONCRETE BO%CULVERT]i-80 SF EFFECTIVE OPENING LF 50 S 2,400.00 S 120,000.00 $ 2656.67 $ 132833.50 $ 5]35.00 $ 286]5600 C48 CAST-IN-PLACE REINFORCED CONCRETE BO%CULVERT 81-905F EFFECTIVE OPENING LF 50 S 2,600.00 S 130,000.00 $ 286500 $ 14325600 $ 6886.00 $ 344300.00 C49 CAST-IN-PLACE REINFORCED CONCRETE BOX CULVERT 91-100 SF EFFECTIVE OPENING LF 50 S 2,800.00 S 140,000.00 $ 2,97B GG $ 14850060 $ ]]04.00 $ 38520060 C50 HYDRO EXCAVATE TRENCH LF 100 S 5560 S 5,500.00 $ 2]6 00 $ 2] 0.00 $ 121 $ 12,10060 C51 TRENCH SAFETY FOR PIPEIBO%4'8' LF 5000 $ 2560 S 125,00060 $ 720 $ 3600000.00 60$ 1333 $ 6665060 C52 TRENCH SAFETY FOR PIPEIBO%6'A' LF 2500 $ 4060 S 100,00060 $ 1260 $ 30,000.00 $ 2160 $ 52500.00 C53 TRENCH SAFETY FOR PPE/BOX 8'-10' LF2500 S 5060 S 125,00060 $ 1440 $ 3600060 $ 1600 $ 25600.00 C54 TRENCH SAFETY FOR PPE/BOX LY-12) LF 1000 E 75.00 S 75,000.00 $ 1680 $ 16,800.00 $ 11.1] $ 11,1]0.00 C55 TRENCH SAFETY FOR PIPEIBO%12'-14' LF 1000 $ 75.00 S 75,000.00 $ 1920 $ 19200.00 $ 58.33 $ 58330.00 CSB TRENCH SAFETY FOR PPE/BOX 14'-16' LF 500 E 100.00 S 50,000.00 $ 2160 $ 10,80060 $ ]2 60 $ 36000.00 C57 TRENCH SAFETY FOR PPE/BOX 16'-18' LF 500 S 15060 S 75,00060 $ 2400 $ 12600.00 $ ]96] $ 39835.00 C58 TRENCH SAFETY FOR PIPEIBO%18'-20' LF 500 S 20060 S 100,00060 $ 3600 $ 15,000.00 $ 11500 $ 5]500.00 C59 CLTV INSPECTION OF E%ISTING PIPE/BOX LF 5000 S 8.00 S 40,00060 $ 3600 $ 15000060 $ 1433 $ ]1650.00 C60 MANNED INSPECTION OF EXISTING PIPEIBO% LF 1000 S 1060 S 10,00060 $ 3600 $ 3000060 $ 3]00 $ 3]600.00 C61 CLEAN OUT E%ISTING CURB INLET EA 10 S 1,000.00 S 10,000.00 $ 84600 $ 8400.00 $ 283200 $ 28320.00 C62 CLEAN OUT E%ISTING STORM MANHOLE EA 5 S 1,000.00 S 5,000.00 $ 14600 $ ]06 00 $ 3]]500 $ 18,8]5.00 C63 CLEAN OUT EXISTING PIPE 6.18" LF 2500 S 10.00 S 25,00060 $ 4260 $ 105000.00 $ 3700 $ 9z SBB.BB C64 CLEAN OUT EXISTING PIPE-3B' LF 1500 S 1660 S 2,,00060 $ 466] $ ]0005.00 $ 56.00 $ 8460060 C65 CLEAN OUT E%ISTING PIPE LF 500 S 2560 S 12,50060 $ 14600 $ ]0,000.00 $ 11300 $ 56500.00 C66 CLEAN OUT E%I STING PIPE 60"+ LF 250S 4560 S 11,25060 $ 16600 $ 42600.00 $ 22600 $ 56500.00 C67 CLEAN OUT EXISTING BOX CULVERT(2 SPAN LF 500 S 2060 S 10,00060 $ 84.00 $ 42600.00 $ 16160 $ 8050060 CBS CLEAN OUT EXISTING BOX CULVERT 3'SPAN LF 250 S 30.00 S ],500.00 $ 9333 $ 23,332.50 $ 1]400 $ 43500.00 C69 CLEAN OUT EXISTING BOX CULVERT 4'SPAN LF 100 $ 35.00 S 3,500.00 $ 10500 $ 10,500.00 $ 18600 $ 18800.00 C70 CLEAN OUT EXISTING BOX CULVERTS'SPAN LF 100 S 38.00 S 3,80060 $ 12600 $ 12600.00 $ 20500 $ 20500.00 C71 CLEAN OUT EXISTING BOX CULVERT(6 SPAN LF 100 S 39.00 S 3,900.00 $ 14600 $ 14,000.00 $ 22600 $ 22600.00 C72 CLEAN OUT EXISTING BOX CULVERT]'SPAN LF 50 $ 40.00 S 2,300.00 $ 16600 $ 8,40600 $ 25160 $ 1255060 C73 CLEAN OUT E%ISTING BO%CULVERT B'SRAN LF 50 $ 43.00 S 2,15060 $ 21600 $ 10,500.00 $ 28300 $ 14150.00 Cl CLEANOUTS%ISTING BO%CULVERT$SPAN LF 50 $ 50.00 S 2,500.00 $ 28600 $ 14,000.00 $ 32300 $ 16150.00 C75 CLEAN OUT EXISTING BOX CULVERT L0'SPAN) LF 50 $ 55.00 S 2,750.00 $ 42600 $ 21600.00 $ 3]]00 $ 18850.00 C76 CLEAN OUT EXISTING BOX CULVERT L1'SRAN LF 50 $ 60.00 S 3,300.00 $ 52500 $ 26250.00 $ 4]1 60 $ 2355600 C]] CLEAN OUT EXISTING BOX CULVERT 12'SPAN LF 50 S 7560 S 3,750.00 $ 70600 $ 3500060 $ 56600 $ 2830060 C78 WELL POINTING LF 5000 $ 6060 S 300,00060 $ 7600 $ 390,00060 $ 5500 $ 2]5000.00 C79 WELL POI NTING ON PADREIMUSTANG ISLAND/FLOUR BLUFF LF 2500 $ ]0.00 S 1]5,000.00 $ 10800 $ 2]0,00060 $ 6500 $ 162500.00 CUB CEMENT ST A B LIZ ED SAND CV 250 S 20060 E 50,000.00 $ 22600 $ 5],000.00 $ 16200 $ 40,500.00 C81 DISPOSAL OF CONTAMINATED GROUNDWATER ALLOWANCE AL 1 E 7,500.00 E 7,500.00 $ ],50600 $ ],50600 $ ],50600 $ ],50600 SUBTOTAL PARTC-STORM CULVERTS ITEMS Cl TIRU C81 210,305,900.00 $14845143.50 $ 16028030.00 PART D-STORM STRIICTURUES D1 5'CURB INLET EA 5 S 5,000.00 S 25,000.00 $ 5,16000 $ 25,800.00 $ 66]200 $ 33,360.00 D2 5'CURB INLET TYPE2 EA 1 S 6,000.00 S 6,000.00 $ 516000 $ 516000 $ 66]200 $ 6,672 GG D3 5'CURB INLET TYPE3 EA 1 S 6,000.00 $ 6,000.00 $ 516000 $ 516000 $ 66]200 $ 6,672 GG D4 5'CURB INLET TYPE4 EA 1 S 6,000.00 S 6,000.00 $ 516000 $ 516000 $ 66]200 $ 6,672 GG D5 5'CURB INLET THROAT EXTENSION EA 5 S 2,500.00 S 12,500.00 $ 24]920 $ 12396.00 $ 3400.00 $ 1]00060 D6 CITY STANDARD GRATE INLET EA 5 S 5,000.00 S 25,00060 $ 4468.00 $ 22340.00 $ 541600 $ 2]080 60 D] 3'%3'GRATE INLET EA 5 $ 5,000.00 S 25,00060 $ 4800.00 $ 24,000.00 $ 388000 $ 1940060 DB 4'%4'GRATE INLET EA 5 S 5,500.00 S 2],50060 $ 642000 $ 32,100.00 $ 60]300 $ 3036560 D9 3X3 POST INLET EA 5 S 3,500.00 S 1],50060 $ 408000 $ 20,400.00 $ 314200 $ 15]10 60 D10 4'%4'POST INLET EA 5 S 5,000.00 $ 25,00060 $ 492000 $ 24,600.00 $ 445160 $ 2225560 011 4'DIAMETER TYPE'A'MANHOLE(DEPTH 6) EA 10 $ 4,000.00 S 40,000.00 $ 564000 $ 56,400.00 $ 583200 $ 58320.00 D12 5'DIAMETER TYPE'A'MANHOLE(DEPTH 6) EA 5 $ ],000.00 S 35,00060 $ 8400.00 $ 42600.00 $ 9368.00 $ 46840.00 D13 6 DIAMETERTVPE'A'MANHOLE DEPT-6 EA 5 $ 7,500.00 S 3],50060 $ 9]2000 $ 48600.00 $ 945000 $ 4]25060 D14 3'%3'MANHOLE RISER EA 5 $ 3,500.00 S 1],500.00 $ 390060 $ 19,500.00 $ 335000 $ 16]50 60 D15 4'MANHOLE EXTRA DEPTH(DEPTH 6) VF 20 $ 500.00 S 10,000.00 $ 93000 $ 18600.00 $ 110]00 $ 22140.00 Dib 5'MANHOLE EXTRA DEPTH(DEPTH 6) VF 20 $ 600.00 S 12,00060 $ 102000 $ 20,400.00 $ 137600 $ 2]560 60 Di] 6'MANHOLEE%TRA DEPTH DEPTH>6' VF 20 $ ]00.00 S 14,00060 $ 111000 $ 22200.00 $ 181600 $ 36360.00 018 JUNCTION BO%WITH610SF TOPS LAB AREA EA 5 $ 4,500.00 S 22,50060 $ 531600 $ 26580.00 $ 283160 $ 1415560 D19 JUNCTION BOX WITH 11-20 SFTCP SLAB AREA EA 5 $ ],000.00 S 35,00060 $ 703200 $ 35160.00 $ 795933 $ 39796.65 D20 JUNCTION BOX WITH 21-30 SF TOM SLAB AREA EA 5 $ 7,800.00 S 39,00060 $ 8]46 00 $ 43]40 60 $ 9268.33 $ 4634165 D21 JUNCTION BOX WITH 3140 SFTCP SLAB AREA EA 2 $ 12,50060 S 25,00060 $ 16968.00 $ 33936.00 $ 13934.6] $ 2]869.34 D22 JUNCTION BOX WITH 41-50 SF TOM SLAB AREA EA 2 $ 1],60060 S 35,20 060 $ 2046060 $ 4092060 $ 1]]5360 $ 3550660 D23 JUNCTION BOX WITH 51-7O SF TOM SLAB AREA EA 2 $ 30,000.00 S 60,000.00 $ 2504460 $ 5008860 $ 2186060 $ 43]20 60 D24 JUNCTION BOX WITH 11-90 SF TOM SLAB AREA EA 2 $ 36,00060 S ]2,00060 $ 202600 $ 4056.00 $ 2483560 $ 496]0 60 TABULATION OF BIDS PROCUREMENT CITY OF CORPUS CHRISTI,TEXAS TABULATED BY:WA Engineering,Inc. DESIGN ENGINEER:J Co PE BID DATE:--d.,M-1,29,2023 RFB 4648 Bridges Specialties,lnc. Clark Pipeline Services,LLC. JM1abores Const Company,Inc. PROJECT NO.'s 23149,230]8,230]9-Storm Water lnfrastrudure IGOFY 2023-2025 4233 FM 624 6229 Leopard Street PO Box 60089 BASE BID Robs I,Texas 18380 Corp-l-,T-713409 -p-h-, ITEM DESCRIPTION UNIT QTY UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT D25 JUNCTION BO%WITH 91-1105FTOPSIABAREA EA 1 S 55,000.00 S 55,000.00 $ 45]44.00 $ 45]44.00 $ 31]61.00 $ 31]61.00 D26 JUNCTION BOX WITH 111-130 SF TOP STAB AREA EA 1 S 60,000.00 S 60,000.00 $ 52]52.00 $ 52]52.00 $ 45362.00 $ 45362.00 D27 JUNCTION BOX WITH 131-150 SF TOP SIAB AREA EA 1 S 76,000.00 S 76,000.00 $ 59]6000 $ 59]6000 $ 52312.00 $ 52312.00 D28 JUNCTION BOX WITH 151-17O SF TOP SIAB AREA EA 1 S 88,000.00 S 88,000.00 $ fi6]68.00 $ fi6]68.00 $ 59262.00 $ 59262.00 D29 JUNCTION BOX WITH 171-200 SF TOP SIAB AREA EA 1 S 95,000.00 S 95,000.00 $ ]6680.00 $ ]6680.00 $ ]1648 6] $ ]1648 6] D30 JUNCTION BOX WITH 2O1-230 SF TOP SLAB AREA EA 1 $ 110,000.00 S 110,000.00 $ 8]]92.00 $ 8]]92.00 $ 81136.00 $ 81136.00 D31 TRENCH SAFETY FOR MANHOLEIJUNCTION BO%IINLET 4'8' EA 10 S 800.00 S 8,000.00 $ ]2000 $ ]200.00 $ ]6190 $ ]61000 D32 TRENCH SAFETY FOR MANHOLEIJUNCTION BO%IINLEI 6'A' EA 5 S 1,500.00 S 7,500.00 $ 84000 $ 4200.00 $ 124900 $ 624500 033 TRENCH SAFETY FOR MANHOLEIJUNCTION BO%IINLET B'-10' EA 2 S 2,500.00 S 5,000.00 $ 96000 $ 192000 $ 1]8]6] $ 357534 D34 TRENCH SAFETY FOR MANHOLEIJUNCTION BO%IINLET 10-12 EA 2 S 3,500.00 S ],000.00 $ 108000 $ 216000 $ 2,473 DID $ 4946.00 035 TRENCH SAFETY FOR MANHOLEIJUNCTION BO%IINLET 12'-14 EA 2 S 4,200.00 S 8,400.00 $ 120000 $ 240000 $ 302333 $ 6046.66 D36 TRENCH SAFETY FOR MANHOLEIJUNCTION BO%IINLET 14'-i6' Eq 2 S 5,000.00 S 10,000.00 $ 150000 $ 3,00000 $ 454200 $ 9084.00 D37 TRENCH SAFETY FOR MANHOLEIJUNCTION BO%IINLET 16-18 EA 2 S 7,800.00 S 15,600.00 $ 180000 $ 3,60000 $ 610133 $ 12,2..EIJ DM TRENCH SAFETY FOR MANHOLUNCTION BO%IINLET 18-20 EA 2 S 12,000.00 S 24,000.00 $ 240000 $ 480000 $ 801300 $ 16026.00 D39 REPLACE EXISTING STORM WATER MANH OLE RING AND COVER EA 3 S 4,000.00 S 12,000.00 $ 3300.00 $ 9900.00 $ 2809.33 $ 3,427 22 040 ADJUST EXISTING STORM WATER MANHOLE RING AND COVER EA 3 S 2,000.00 S 6,000.00 $ 2400.00 $ ]200.00 $ 191400 $ 5]42 00 D41 SAFETY END TREATMENT(TYPE 131 0-10 SF EFFECTIVE OPENING EA 10 S 2,000.00 S 20,000.00 $ 1884.00 $ 18840.00 $ 6253.00 $ 6253000 D42 SAFETY END TREATMENT TVPEI 31 11-20 SF EFFECTIVE OPENING EA 6 S 3,500.00 S 21,000.00 $ 333000 $ 1998000 $ 861200 $ 516]2.00 D43 SAFETY END TREATMENTTVPEI 3:1 21-SF EFFECTIVE OPENING EA 2 $ 13,000.00 S 26,000.00 $ 13898.40 $ 2]]96.80 $ 15,111 67 $ 30223.34 044 SAFETY EN D TR EAT ENT(TY REI 6:1 0-105FEFFECTIVEOPENING EA 10 S 4,500.00 1 S 45,000.00 $ 312000 $ 31200.00 $ 892200 $ 89220.00 D45 SAFETY END TREATMENT(TYPE I 6:1 11-20 SF EFFECTIVE OPENING Eq 6 S 5,500.00 S 33,000.00 $ 453000 $ 2]180.00 $ 90596] $ 54358.02 046 SAFETY ENO TREATMENT(TYPE 1)6:1 21 JO SF EFFECTIVE OPENING Eq 2 S 15,000.00 S 30,000.00 $ 18420.00 $ 36,840.00 $ 1685].50 $ 33]15.00 D47 SAFETY ENDTREATMENTTVPE II 3:1 18"JO" EA 50 $ 3,500.00 S 175,000.00 $ 291000 $ 145,50090 $ 2885.00 $ 14425000 D48 SAFETY END TREATMENT(TYPE II 3:1 SIT- EA 20 S 6,000.00 S 120,000.00 $ 531000 $ 06,200 00 $ W19161 17] $ 142233.40 D49 SAFETY END TREATMENTTVPE II 3:1 48"EO" EA 10 S 13,500.00 S 135,000.00 $ 16033.00 $ 160,38090 $ 162fi6.6] $ 162fifi6.10 D50 SAFETY END TREATMENT TYPE II 6:1 H., EA 50 S 3,900.00 S 195,000.00 $ 2490.00 $ 124,50090 $ 3858.33 $ 19291650 D51 SAFETY END TREATMENT(TYPE II 6:1 36"A2" EA 20 S 7,000.00 S 140,000.00 $ ]1]000 $ 143,40090 $ ]8266] $ 156533.40 D52 SAFETY END TREATMENT(TYPE II 6:1 48"60 EA 10 S 16,000.00 S 160,000.00 $ 20820.00 $ 208,20090 $ 40028.00 $ 40028000 053 HEADWA-IINGWALL W=3' LF 100 S 150.005 15,000.00 $ 10800 $ 10,800.00 $ 39B 7o $ 398]0.00 054 HEADWALMIINGWALL W=4' LF 100 S 152.00 S 15,200.00 $ 11440 $ 11440.00 $ 46633 $ 4663390 055 HEADWALMIINGWALL W=5' LF 100 S 155.00 S 15,500.00 $ 12086 $ 12,-00 $ 59500 $ 59,500.00 D% HEADWALMIINGWALL W=6' LF 100 S 15890 S 15,800.00 $ 12]33 $ 12]38.00 $ 65933 $ 65933.00 D57 HEADWALMIINGWALL W=]' LF 100 S 240.00 S 24,000.00 $ 13400 $ 13,40090 $ ]816] $ ]8.12].00 058 HEADWALMIINGWALL W=8' LF 100 S 242.00 S 24,200.00 $ 140]3 $ 140]3.00 $ 8]2 00 $ 8]200.00 D59 HEADWALMIINGWALL W=9' LF 100 S 2]0 90 S 2],000.00 $ 14]60 $ 14]60.00 $ 95]6] $ 95,]6].00 D60 HEADWALMIINGWALL W=10' LF 100 S 30090 S 30,00090 $ 1546] $ 1546].00 $ 1183.00 $ 118,300.00 D61 HEADWALMIINGWALL W=11' LF 100 S 330.00 S 33,00090 $ 16500 $ 16500.00 $ 1335.00 $ 133,50000 D62 LEAD ALL W=12' LF 100 S 360.00 S 36,00090 $ 173.14 $ 1]314.00 $ 151190 $ 151,10090 D63 HEADWALRNGWALL W=13' LF 100 S 39090 S 39,000.00 $ 18200 $ 18200.00 $ 1,67B DID $ 16780090 064 HEA DWALMIINGWALL W=14' LF 100 S 420.00 S 42,000.00 $ 19680 $ 19680.00 $ 1,751 33 $ 1]5,13390 D65 H EADWALMII N GWALL W=15' LF 100 S 450.00 S 45,000.00 $ 21000 $ 21600.00 $ 22]16] $ 22]16]90 DNS H EADWALMII N GWALL W=16' LF 100 S 48090 S 48,000.00 $ 22800 $ 22600.00 $ 2533.00 $ 253300.00 D67 CONNECT TO EXISTING CURB INLET EA 10 S 3,000.00 S 30,000.00 $ 3000.00 $ 30,000.00 $ 1883.00 $ 18830.00 D68 CONNECT TO EXISTING MANHOLE EA 5 S 3,500.00 S 1],50090 $ 3300.00 $ 16,E00 00 $ 212600 $ UID,-0 D69 CODING CTT EXISTING HEADWALLANINGWALL EA 5 S 3,500.00 S 1],50090 $ 390000 $ 19500.00 $ 2,765 DO $ 13825.00 D9 CONNECT TO EXISTING BOX CULVERT Eq 5 S 5,000.00 S 25,000.00 $ 510000 $ 25.500.00 $ 32]600 $ iG 380.00 Di TEMPORARY COFFERDAM LF 1900 $ 300.00 S 300,000.00 $ 28200 $ 28200090 $ 23400 $ 23400090 SUBTOTAL PARTD-STORM STRUCTURUES ITEMS Di TRU D]1 S 3,11],100.00 $ 2718946.80 $ 4632485.32 TABULATION OF BIDS PROCUREMENT CITY OF CORPUS CHRISTI,TEAS TABULATED BY:WA EnOi-in0,Inc. DESIGN ENGINEER:-C-PE BID DATE:--d.,M-1,29,2023 RFB 4648 Bridg-Specialties,lnc. Clark Pipeline Services,LLC. JM1abores Const Company,Inc. PROJECT NO.'s 23-o Storm Water lnfrast-ure IGO FY 2023-2025 4233 FM 624 6229 Leopard StrsetPO Box 60089 BASE BID E----18380 Corpus CM1d9i,--71340G c.,s C-,1xas18466 ITEM DESCRIPTION UNIT OTY UNITPRICE I AMOUNT UNITPRICE I AMOUNT UNITPRICE AMOUNT PART E-BRIDGE IMPROVEMENTS Ei M ETAL BEAM G UARD FEN CE gEA 000 S 10.00 $ 200,000.00 $ 3360 $ 168,00000 $ 5100 $ 255,00000 E2 TYPE PRI(PEDESTRIAN RAIL 000 S 225.00 $ 225,000.00 $ 24600 $ 246,00000 $ 25800 $ 258 000 00 E3 TY PE PR22 PEDESTRIAN RAIL 000 S 190.00 S 190,000.00 $ 21360 $ 213,60000 $ 22500 $ 22500000 E4 DELINEATOR SIGN AND POST 100 S 162.00 E 16,200.00 $ 12000 $ 12600.00 $ 12]00 $ 12]00.00 ES GUARDRAILTERMINAL 10 E 1,500.00 E 65,000.00 $ 4,50000 $ 45,000.00 $ 4,]2500 $ 4]250.00 SUBTOTAL PARTE-BRIDGE IMPROVEMENTS ITEMU ES S 6]6,200.00 E 68460000 E ]9]950 00 PART F-CHANNEL IMPROVEMENTS F1 CHANNEL ExCAVATION 600 E 15.1111 E ]SO,Op0.00 $ 2000 $ 1600,000.00 $ 18BB $ 900,00000 F2 DETENTIONPOND EXCAVATION ,000 S 18.00 S 180,000.00 $ 1].14 $ 1]140800 $ 2100 $ 210,00800 F3 5'CONCRETE CHANNEL LINING 500 S 100.00 S ]50,000.00 $ 9520 $ ]14000.00 $ 15000 $ 1125000.00 F4 ARTICULATED CONCRETE BLOCK MATTING 000 S 35.00 S 1]5,000.00 $ 2]00 $ 135000.00 $ 2600 $ 130,00000 FS SOIL RETENTION BLANKET 1600 S 15.00 E 15,000.00 $ 1320 $ 1320000 $ 1000 $ 10,000.00 TURF REINFORCEMENT MATTING 1000 E 15.00 $ 15,000.00 $ 1560 $ 15600.00 $ 1300 $ 13600.00 SUBTOTAL PARTF-CHANNEL IMPROVEMENTS(ITEMU F6 $ 1,885,00000 $ 2,049,200.00 E 2,388,000.00 PARTG-UllUlY ADJUSTMENTS1ADJUSTEXISTING WATERLINE 314"A" 50 S100S5,00000 $ 10933 $ 5466.50 $ 16]00 $ 8,35000 G2 ADJUST E%(STING WATERLINE 6"-10" 50 S 125.00 S 6,250.00 $ 13200 $ 660000 $ 24500 $ 12250.00 G3 ADJUST E%(STING WATERLINE 12"-i6" LF 50 S 150.00 S ],500.00 $ 24].18 $ 12359.00 $ 36300 $ 18150.00 G4 ADJUST E%(STING WATER VALVE BO% EA 5 S 850.00 S 4,250.00 $ 60]20 $ 3036.00 $ ]2000 $ 360000 GS ADJUST E%(STING GAS LINE BACKFILLB COMPACTION ONLY LF 50 E 85.00 S 1,250.00 $ 2]60 $ 138000 $ 4100 $ 205000 G6 ADJUST EXISTING GAS VALVE BO% EA 5 $ 850.00 E 4,250.00 $ 168000 $ 5,40000 $ 1B71 Go $ 5,35500 SUBTOTAL PART G-UllUlY ADJUSTMENTSITMES Gi T1RU Gfi S 28,500.00 E 3424150 E 49]Yo.00 PART H-REHABILITATION AND REPAIRS Hi REN10VE CULVERT AND REPAIR WALL11B SF EA 2 $ 2,500.00 E 5,000.00 $ 2,10000 $ 4,20000 $ 3,07400 $ 6,14800 H2 REMOVE CULVERT AND REPAIR WALL 11-20 SF EA 2 $ 3,000.00 S 6,000.00 $ 4,20000 $ 840000 $ 2,09000 $ 4,18000 H3 CLEAN AND REPAIR SPALLING 111B SF EA 2 S 2,000.00 S 6,000.00 $ 2,]0000 $ 5400.00 1$ 3,40300 $ 6806.00 H4 CLEAN AND REPAIR SPALLING 11-20 SF EA 2 S 3,500.00 S ],000.00 $ 3,00000 $ 6000.00 $ 2,992 00 $ 5984.00 H5 REHABILITATE EXISTING MA NN OLE EA 2 S ],500.00 S 15,000.00 $ 9,00000 $ 18,000.00 $ 6,80800 $ 1361600 SUBTOTALPARTH-REHABILITATON AND REPAIRS(IIEMS Hi THRU 115) $ 3],00000 $ 42,00000 E 36,]31.00 PARTJ-SITE WORK Ji SITE CLEARING AND STRIPPING AC 1 S 8,500.00 S 8,500.00 $ 10.200.00 $ 10.200.00 $ 8,58]00]$$$ 4 58]00 J2 HAND CLEARING AC 1 S 1],000.00 S 1],000.00 $ 18.000.00 $ 18.000.00 $ 15,8]2.00 8]2.00 J3 HEAVY BRUSH REMOVALANDSTRIPPIN G MULCH IN PLACE AC 1 S 18,00000 S 18,000.00 $ 19000.00 $ 19000.00 $ 1342].00 42]00 J4 HEAVY BRUSH REMOVAL AND STRIPPING HAUL OFF AC 1 S 10,000.00 S 10,000.00 $ 18600.00 $ 18600.00 $ 15656.00 656.00 J5 SITE GRADING AC 1 S 8,000.00 S 8,000.00 $ 10,200.00 $ 10200.00 $ 8155.00 155.00 J6 STREET EXCAVATION 1'B O.C.-2'AVG.DEPTH SV 2,500 $ 1500 S 3],500.00 $ 15 00 $ 3],500.00 $ 1800 000.00J] SUBGHAOEPREPARATION G' 12" SV 2,500 S 1000 S 25,000.00 $ 960 $ 24,000.00 $ 1000 000.00J8 SELECT FILL CV 500 S 3000 E 15,00000 $ 2]60 $ 13,800.00 $ 3]00 500.00J9 RESHAPEIREGRADE DITCH O4LF 1600 S 2500 E 25,000.00 $ 36.00 $ 36,000.00 $ 2500 000.00SUBTOTAL PARTJ-SIZE WORKITEMS JI TIRU J9 $ 164,000.00 E 18810000 19]00 TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,TE%AS TABULATED BY:UA EnOiI,.in0,Inc. DESIGN ENGINEER:-C-BE BID DATE:--d.,M-1,29,2023 REB 4648 Bridg-Specialties,lnc. Clark Pipeline S.P,i.s,LLC. JM1abores Const Company,Inc. PROJECTNO.'s231d9,23D]8,230]9.nd Storm WeterinfrastrodorelgOFY2023-2025 4233 FM 624 6229 Leopard StreetPO Box 60089 BASE BID -M.,-- Corpus h-,--713409 C.,s C-,1xas78466 ITEM DESCRIPTION UNIT OTY UNITPRICE AMOUNT UNITPRICE AMOUNT I UNITPRICE AMOUNT PARTK-FI-ATWORK Ki 4"CURBANDGUTTER LF 500 S 35.00 $ 17,500.00 $ 2640 $ 13200.00 $ 3]00 $ 18500.00 N2 STD.M'CURB AND GUTTER LF 500 S 40.00 $ 20,000.00 $ 2880 $ 14400.00 $ 35.00 $ 17500.00 K3 6'REVERSE CU RB AND GUTTER LF 100 S 40.00 S 4,000.00 $ 38.40 $ 384000 $ 4000 $ 40 .00 K4 BOLIARO EA 10 S 800.00 S 8,000.00 $ 96000 $ 9600.00 $ 61000 $ 6,0010000 K5 4"S"CONCRETERIPRAP SV 1000 S 100.00 S 100,000.00 $ 10200 $ 102000.00 $ 9100 $ 91000.00 K6 -"STONE RIPRAP SV 1000 S 120.00 S 120,000.00 $ 11400 $ 11400000 $ 9300 $ 93000.00 K] 5'VALLEY GUTTER LF 100 S 12000 S 12,00000 $ 4560 $ 4560.00 $ 68.00 $ 6800.00 K8 CITY STANDARD SIDEWALK DRAIN EA 5 S 2,500.00 S 12,50000 $ 3240.00 $ 16200.00 $ 1955.00 $ 9,]]5.00 K9 CONCRETE FLUME LF 25 S 12500 S 3,125.00 $ 75 BIG $ 189000 $ ]600 $ 1900.00 K10 CONCRETE DRIVEWAY SF5400 S 2500 S 125000000 $ 2940 $ 102,00000 $ 2900 $ 10000000 K11 CONCRETE SIDEWALK SF 5400 S 25.00 S 125000000 $ 1560 $ ]8,000.00 $ 1800 $ 90,000.00 K12 CONCRETE SIDEWALK RAMP SF 2500 S 28.00 S ]0,000.00 $ 2880 $ ]2000.00 $ 3900 $ 9]500.00 K13 MILL EXISTING ASPHALT PAVEMENT 0"-3" SV 500 S 1500 S ],500.00 $ 1560 $ ],80000 $ 1500 $ ]500.00 K14 6'TYPEA GRADE I-2 CRUSHEOLIMESTONE BASE SV 2500 S 30.00 S ]5,000.00 $ 38.40 $ 96,000.00 $ 4200 $ 105,000.00 K15 T'TYPE AGRAOE I-2 CRUSHED LIMESTONE BASE SV 2500 S 32.00 S 80,00000 $ 40.80 $ 102,00000 $ 4800 $ 120,00000 K16 G'TVPEA GRADE I-2 CRUSHED LI MESTON E BASE SV 2500 S 33.00 S 82,50000 $ 4320 $ 108,00000 $ 5200 $ 130000.00 Ki] G'IRE AGRADE I-2 CRUSHED LIMESTONE BASE SV 2500 S 34.00 S 85,00000 $ 46.80 $ 11],00000 $ 58.00 $ 145000.00 K18 10"TVPEA GRADE I-2 CRUSHED LIMESTONE BASE SV 2500 S 3500 S 8],50000 $ 4800 $ 120,00000 $ 6200 $ 155000.00 K19 11"TVPEA GRADE I-2 CRUSHED LIM ESTONE BASE SV 2500 S 36.00 S 90,000.00 $ 50.40 $ 126,00000 $ 6]00 $ 16]500.00 K20 12"TVPEA GRADE I-2 CRUSHED LI MESTON E BASE SV 2500 S 3].00 S 92,500.00 $ 5280 $ 132,00000 $ 72 GO $ 180000.00 K21 6'REINFORCED CONCRETE PAVEM ENT SV 2500 S 93.00 S 232,50000 $ 11400 $ 285,00000 $ 1]0.00 $ 425000.00 K22 T'REINFORCED CONCRETE PAVEMENT SV 2500 S 9500 S 237,50000 $ 120.00 $ 300,00000 $ 17900 $ 44]500.00 K23 G'REINFORCED CONCRETE PAVEMENT SV 2500 S 10000 S 250,00000 $ 12600 $ 315,00000 $ 18600 $ 465000.00 K24 G'REI NFORCED CON CRETE PAVEM ENT SV 2500 S 105.00 S 262,50000 $ 13200 $ 330,00000 $ 230.00 $ 5]5000.00 K25 10"REINFORCED CONCRETE PAVEMENT SV 2500 S 11500 S 287,50000 $ 13800 $ 345,00000 $ 23500 $ 58]500.00 K26 11"REINFORCED CONCRETE PAVEMENT SV 2500 S 11800 S 295,00000 $ 14400 $ 360,00000 $ 24300 $ 60]500.00 K27 12"REINFORCED CONCRETE PAVEMENT SV 2500 S 12000 S 300,00000 $ 150.00 $ 3]5,00000 $ 24900 $ 622500.00 K28 G'TYPE'B'HMAC SV 2500 S 3200 S 80,00000 $ 36.00 $ 99000.00 $ 60.00 $ 150000.00 K29 -PE SV 2500 S 4100 S 102,50000 $ 4200 $ 105,00000 $ 80.00 $ 2B0000.00 K30 5"TYPE'B'HMAC SV 2500 1$ 49.00 S 122,50000 $ 50.40 $ 126,00000 $ 100.00 $ 250 000 00 K31 15"TYPE B HMAC SV 2500 1$ 20.00 S 50,00000 $ 27 60 $ 69,000.00 $ 3]50 $ 93,]50.00 K32 2"TYPE D'HMAC SV 2500 S 23.00 S 5],500.00 $ 3120 $ ]8,000.00 $ 50.00 $ 125000.00 K33 25"TYPE D'HMAC SV 2500 S 29.00 S ]2,500.00 $ 34.80 $ 8],000.00 $ 6250 $ 15625000 K34 G'TYPE D'HMAC SV 2500 S 32.00 S 80,000.00 $ 3900 $ 99000.00 $ ]500 $ 18],50000 K35 TX-5 GEOGRID SV 2,500 S 6.00 S 15,000.00 $ 960 $ 24,000.00 $ BOB $ 20,000.00 K?6 PRIME COAT 02 SVIGAL GAL 500 S 8.00 IS 4,000.00 $ 2100 $ 10,800.00 $ 1500 $ i5.. K37 IFULL-DEPTH PAVEMENT REPAIR SV I 500 1$ 20000 1 S 100,000.00 $ 19800 $ 99,000.00 $ 250.00 $ 125,00000 SUBTOTALPARTK- 1-ATWORKITEMSKITHRUK3 $ 3,]66,125.00 $ 4438290.00 $ 65910]500 TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,TEAS TABULATED BY:WA EnOi-in0,Inc. DESIGN ENGINEER:-C-PE BID DATE:--d.,M-1,29,2023 REB 4648 Bridg-Specialties,lnc. Clark Pipeline Services,LLC. JM1abores Const Company,Inc. PROJECT NO.'s 23149,23078,23079-Storm Water lnfrast-ure IGO FY 2023-2025 4233 FM 624 6229 Leopard StreetPO Box 60089 BASE BID Robst-Texas 18380 Corpus h-,T -713409 CorpusC-,Texas7- ITEM DESCRIPTION UNIT OTY UNITPRICE I AMOUNT UNITPRICE AMOUNT I UNITPRICE AMOUNT PART L-TREE AND FENCE REMOVAUREPLACEMENT Li TREE REMOVALUPTOB"IN DIAMETER EA 2 S 1,000.00 $ 2,000.00 $ ]2000 $ 144000 $ ]]500 $ !!M. 55000 L2 TREE REMOVAL GREATERTHAN B"IN DIAMETER EA 2 S 1,500.00 $ 3,000.00 $ 102000 $ 204000 $ 94400 $ 1888.0 L3 CUTSHRUBSAND APPLY HERBIGOE AC 1 S 5,000.00 S 5,000.00 $ 1]400.00 $ 1]400.00 $ 11519.00 $ 11519.00 L4 REMOVE AND REPLACE EXISTING WOODEN FENCE LF 100 S 65.00 S 6,500.00 $ 6600 $ 6000.00 $ 5100 $ 5100.00 L5 REMOVEAND REPLACE EXISTING CHAINLINKFENCE LF 100 S ]5.00 S ],500.00 $ 7B GO $ ]800.00 $ 55.00 $ 5500.00 L6 REMOVEAND REPLACE EXISTING SECURITY FENCE LF 100 S 85.00 S 8,500.00 $ 11400 $ 11400.00 $ 8100 $ 8100.00 L] REMOVEAND REPLACE EXISTING WROUGHTIRON FENCE LF 100 S 110.00 S 11,000.00 $ 15000 $ 15,000.00 $ 12300 $ 12300.00 LB REMOVEAND REPLACE EXISTING BARBEDWIRE FENCE LF 100 S 25.00 E 2,500.00 $ 2640 $ 2,64000 3600.00 SUBTOTAL PART L-TREE AND FENCE REMOVAUREPI-ACEMENTITEMS El THRU LB $ 46,000.00 E 63]2000 E 0.955]00 PART M-STORM WATER POLLUTION PREVENTION Mi INLET PROTECTION ft 20 S 400.00 E 8,000.00 $ 18000 $ 3,60000 $ 19600 $ 3,92000 M2 SILT FENCE ,000 S 5.00 E 25,000.00 $ 600 $ 30,000.00 $ 500 $ 25,000.00 M3 SEEDING 000 .00 S 300,000.00 $ 180 $ 90,000.00 $ 800 $ 400,00600 M4 SODDING 000 S 12.00 S 120,000.00 $ ]20 $ ]2000.00 $ 1400 $ 140,00600M5 ROCK FILTER DAM 10 S 2,500.00 S25,000.00 $ 180000 $ 18,00000 $ 2,21800 $ 22,180.00 M6 STABILIZED CONSTRUCTION ENTRANCEIEXIT 10 S 2,000.00 E 20,000.00 $ 3,60000 $ 36,000.00 $ fi50600 $ 65,000.00 M] TREE PROTECTION FENCE 10 E 800.00 E 8,000.00 $ 102000 $ 10,200.00 $ 58100 $ 5,81000 SUBTOTAL PARTM-STORM WATER POLLUTION PREVENTION(ITEMS Mi THRU M7) S 506,000.00 E 259,800.00 $ fi6191000 PART N-STRIPING AND TRAFFIC CONTROL N1 BELL PAY MARK TVI W 4"SLD 090MIL LF 250 S 6.00 S 1,500.00 $ 600 $ 150000 $ 700 $ 1,75B GO N2 REFLPAVMARKTVI W 4"Bk090 MIL LF 250 S 6.00 S 1,500.00 $ 600 $ 1500.00 $ 600 $ 1500.00 N3 REFLPAVMARKTVI W B"SLD 090MIL LF 150 S 12.00 S 1,800.00 $ 1200 $ 1800.00 $ 1300 $ 195000 N4 FEEL PAY MARK TVI-WL 12"SLD 090 MIL LF 150 S 1].00 S 2,550.00 $ 1800 $ 2]00.00 $ 1900 $ 285000 N5 FEEL PAV MARK TVI 4"SLD 090 MIL LF 250 S 6.00 S 1,500.00 $ 600 $ 150.00 $ 600 $ 150000 N6 FEEL PAY MARKTVI 4"BRK 090 MIL LF 250 S 6.00 S 1,500.00 $ 600 $ 150.00 $ 600 $ 150.00 N] FEEL PAV MEN CHEATAPPLIED PREFAB PREFORMED THERMOPLASTIC ON)24"(SLO)(125 MIL) LF 150 S TA.00 S 3,600.00 $ 2640 $ 3960.00 $ 2800 $ 4200.00 N8 FEEL PAV MRK TV C HEAT APPLIED PREFAB PREFORM ED THERMOPLASTIC(Y)24"(SLD)(125 MIL) LF 150 S TA.00 S 3,600.00 $ 2640 $ 3960.00 $ 2800 $ 4200.00 N9 FEEL PAV MRK TV C HEAT APPLIED PREFAB PREFORM ED THERMOPLASTICON)(ARROW)(125 MIL) EA 5 S 35000 S 1,]50.00 $ 33000 $ 165000 $ 34]00 $ 1]35.00 N10 FEEL PAV MRK TV C HEAT APPLIED PREFAB PREFORM ED THERMOPLASTIC W WORD 125 MIL EA 5 S 450.00 S 2,250.00 $ 45000 $ 225000 $ 47300 $ 236500 N11 FEEL PAV MRK TV C HEAT APPLIED PREFAB PREFORM ED THERMOPLASTIC W 18" LDTRI 125 MIL LF 50 S 3500 S 1,750.00 $ 36.00 $ 1800.00 $ 4600 $ 2000.00 N12 FEEL PAV M RKR TY I I-A-A EA 10 S 20.00 S 20000 $ 1800 $ 18000 $ 1900 $ 19000 N13 REFL PAV MRKR TY-C EA 10 S 2000 S 20000 $ 1800 $ 18000 $ 1900 $ 19000 N14 FEEL PAV MRKR TY II-GR EA 10 S 20.00 S 200.00 $ B. $ 18000 $ 1900 $ 19000 N15 FEEL PAV MRKRTY I-B-B EA 5 S 30.00 S 15000 $ 1800 $ 9000 $ 1900 $ 9500 Nib REMOVE AND REPLACE SIGNAGE EA 50 $ 1,30000 S 65,00000 $ 108000 $ 54000.00 $ 1235.00 $ 61]50.00 N17 PORTABLE CHANGEABLE MESSAGE SIGNS PCMS DAV 30 S 40000 S 12,00000 $ 48000 $ 14,400.00 $ 48600 $ 14580.00 N18 FLASHING ARROW BOARDS DAV 30 S 13000 S 3,900.00 $ 15000 $ 4,50000 $ 15800 N19 TEMPORARY TRAFFIC SIGNALS I DAV 30 S 75500 E 22,650.00 $ 90000 $ 2],000.00 $ 1094.00 $ 32820.00 NOB PREPARATION AND IMPLEMENTATION OF TRAFFIC CONTROL PLAN ALLOWANCE I AL 1 S 10,00000 E 10,000.00 $ 10,000.00 $ 10000.00 $ 10,000.00 $ 10,000.00 SUBTOTAL PARTN-STRIPING AND TRAFFIC CONTROL(ITEMS NI THRU N20 S 11],600.00 $ 134fi50.00 E 15010500 TOTAL BASE BID $ 22,797,880.00 $ 28,644,658.11 $ 34,408,076.82 Capital Improvement Plan 2023 thru 2025 City of Corpus Christi, Texas Project# �� � 21044 Project Name Channel Ditch Improvements Type Improvement/Additions Department Public Works-Storm Water711 Useful Life 25 years Contact Director of Public Works Category Site Improvements Priority 2 Critical-Asset ConditionUongevity W Status Active Description This yearly project will involve minor storm water conveyance improvements,rehab to critical concrete sections,re-contouring,excavation, clearing,upgrading culverts,scour protection and other miscellaneous best management practices throughout the City to create more positive drainage flow during low water conditions and rain events.Improvements will address critical upgrades to reduce flooding on public and private property,improve public safety,improve water quality,improve vector(pest)control,and reduce long-term maintenance costs.Improvements will take place on a routine basis to extent funding allows. Justification This project is required to meet operational and regulatory requirements. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 400,000 500,000 500,000 500,000 1,900,000 Design 100,000 50,000 50,000 50,000 250,000 Eng,Admin Reimbursements 166,000 50,000 50,000 50,000 316,000 Total 666,000 600,000 600,000 600,000 2,466,000 Funding Sources Prior Years 2023 2024 2025 Total Revenue Bonds 666,000 600,000 600,000 600,000 2,466,000 Total 666,000 600,000 600,000 600,000 2,466,000 Budget Impact/Other 71 Restoration of channels and ditches is critical to avoid potential"washouts"that may result in encroachment,flooding and undermining of adjacent public/private structures including streets,bridges,utility lines,buildings,and homes.Additionally,fully funding rehab/construction of major channels can ultimately reduce operational cost by reducing "emergency"responses and more costly maintenance actions during lifecycle of channel. The City complies with regulatory permits by using the following measures:pollution prevention,treatment of pollution removal, storm water monitoring,and minimizing introduction of pollutants into the municipal separate storm sewer system(MS4). 263 Capital Improvement Plan 2023 thru 2025 City of Corpus Christi, Texas Project# 21105 Project Name T � Bridge Rehabilitation Type Reconditioning-Asset Longevity Department Public Works-Storm Water " " Useful Life 25 years Contact Director of Public Works Category Site Improvements Priority 2 Critical-Asset ConditionVongevity Status Active Description This project is to develop abridge assessment and repair program. Existing City of Corpus Christi Bridges will be inspected to develop abridge CIP program for maintenance and repairs,and recommendations for regular inspection cycles. Justification This project is required to meet operational and regulatory requirements. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 500,000 500,000 500,000 500,000 2,000,000 Design 100,000 50,000 50,000 50,000 250,000 Eng,Admin Reimbursements 66,074 50,000 50,000 50,000 216,074 Total 666,074 600,000 600,000 600,000 2,466,074 Funding Sources Prior Years 2023 2024 2025 Total Revenue Bonds 666,074 600,000 600,000 600,000 2,466,074 Total 666,074 600,000 600,000 600,000 2,466,074 Budget Impact/Other Funding rehab/construction of bridges will decrease operational costs by reducing"emergency"responses and more costly maintenance actions during lifecycle of bridges. 262 Capital Improvement Plan 2023 thru 2025 City of Corpus Christi, Texas Project# 21107 Project Name Citywide Storm Water Infrastructure Rehabilitation Type Improvement/Additions Department Public Works-Storm Water Useful Life 25 years Contact Director of Public Works Category Storm Drainage Priority 2 Critical-Asset ConditionVongevity Status Active Description This project will systematically rehabilitate and/or replace aging storm water infrastructure city-wide.Project will assess existing conditions of storm water pipe,ditches,channels,and other aging systems that have reached the end of their useful service life and correct as warranted. Projects such as Glenoak Dr.,Williams Ditch and Tanglewood Subdivision will be included in the Indefinite Delivery Indefinite Quantity (IDIQ)design and construction contract. Justification Restoration of underground storm water systems,channels,and ditches is critical to avoid potential failures that may result in encroachment, flooding and undermining of adjacent public/private structures including streets,bridges,utility lines,buildings,and homes.Fully funding rehab/construction of storm water infrastructure can reduce operational cost by reducing"emergency"responses and more costly maintenance actions during lifecycle of infrastructure. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 5,000,000 5,000,000 5,000,000 5,000,000 20,000,000 Design 849,474 500,000 500,000 500,000 2,349,474 Eng,Admin Reimbursements 643,516 550,000 550,000 550,000 2,293,516 Total 6,492,990 6,050,000 6,050,000 6,050,000 24,642,990 Funding Sources Prior Years 2023 2024 2025 Total Grant-American Rescue Act 5,000,000 5,000,000 10,000,000 Revenue Bonds 6,492,990 1,050,000 1,050,000 6,050,000 14,642,990 Total 6,492,990 6,050,000 6,050,000 6,050,000 24,642,990 Budget Impact/Other This project will systematically rehabilitate and/or replace aging storm water infrastructure city-wide. Project will assess existing conditions of storm water pipe,ditches,channels,and other aging systems that have reached the end of their useful service life and correct as warranted. 264 Corpus Chr s[i Engineering Storm Water Infrastructure IDIQ FY 23-25 Council Presentation May 23, 2023 Project Location ` Corpus Chr sti Engineering N CITY LIMITS e£�� — CITYYJIOE PROJECT N'��E mwus weisn aer V t^ VICINITY MAP � ��� CITYWIDE PROJECT t ProjeM Numbers:23149,23078,23079 2 Project Scope Corpus Chr sti Engineering Proposed improvements is as follows: • Project will include rehabilitation and/or replacement of manholes, curb inlets, existing culvert bridge infrastructure, storm water pipes or box culverts by open cut installation methods, bridge railings, markers, crack and spall repairs, concrete/stone riprap, headwall installation/repair,well pointing, cleaning and televised inspection of conduits, channel excavation, channel maintenance, Storm Water Pollution Prevention Plan (SWPPP) permit compliance, resultant pavement,curb and gutter, sidewalk and driveway repairs, and temporary traffic control measures. 3 Project Schedule Corpus Chr sti Engineering 2023 - 2024 February - May June - June Bid/ Construction Award Projected Schedule reflects City Council award in May 2023 with anticipated completion in June 2024. so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 23, 2023 DATE: May 23, 2023 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P.E., Director of Engineering Services 0effreye(a)cctexas.com (361) 826-3851 Ernest De La Garza, P.E., Director of Public Works edelagarza(a-)cctexas.com (361) 826-1877 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2Ca)-cctexas.com (361) 826-3169 Construction Contract Award Lipes Blvd—Staples St to Sunwood Dr (Bond 2020, Proposition A) CAPTION: Resolution awarding a construction contract to Mako Contracting of Corpus Christi, Texas, for reconstruction of Lipes Boulevard from Staples Street to Sunwood Drive with new asphalt pavement, curb and gutter, sidewalks, ADA compliant curb ramps, signage, pavement markings, and utility improvements in an amount of$8,129,921.29, located in Council District 5 with FY 2023 funding available from the Bond 2020 Proposition A, Storm Water, Wastewater, Water Capital Funds and Gas. SUMMARY: This resolution awards a construction contract to Mako Contracting for the complete reconstruction of Lipes Blvd from Staples St to Sunwood Dr. The existing roadway will be demolished and rebuilt with new asphalt pavement, on-street bicycle lanes, installation of curb and gutter, sidewalks, ADA compliant curb ramps, signage, pavement markings. In addition to roadway improvements, the project also includes utility improvements to water, wastewater and storm water and upgrades to the traffic lights and associated equipment at the Staples Street intersection. BACKGROUND AND FINDINGS: Lipes Blvd from Staples St to Sunwood Dr is classified as a Collector roadway (C-1) and is 0.49 miles in length. This section of street was originally constructed in 1990 and a seal coat was applied in 1998. The pavement has since deteriorated and needs replacement. The existing street configuration is a two-lane street with one travel lane in each direction. This portion of Lipes Blvd provides access to single family and multifamily residential traffic, Crossgate Park, Luther Jones Elementary School, and the surrounding neighborhood. This section of Lipes has several deficiencies like pavement settlement, alligator cracking, pavement unraveling, pavement shoving and rutting, and aging water, wastewater, and storm water infrastructure. This project is for the reconstruction of the existing 2-lane roadway which is a 40-foot-wide curb and gutter asphalt roadway with sidewalk, underground water lines, wastewater lines, and storm water lines. The project scope includes full depth reconstruction of the existing 2-lane roadway with a new asphalt pavement section, pavement markings, 3-foot grass buffer strips, 5-foot sidewalks, 6-foot buffered bicycle lanes, new traffic signs, ADA-compliant pedestrian improvements, utility improvements to water, wastewater and storm water and upgrades to the traffic lights and associated equipment at the Staples Street intersection. Major storm drainage improvement includes the addition of a new 66-inch concrete pipe adjacent to the existing 66-inch pipe, removing and replacing the existing 48-inch pipe. Increasing the concrete pipe from 48 inch to 60 inch resulted in higher than budgeted Storm Water costs that will be covered by other project savings. The storm water improvements are required to alleviate the flooding near Clubgate Drive and Solstice Senior living at Corpus Christi. PROJECT TIMELINE: 2021-2023 2023 2023-2024 Aug - Feb Feb - May July - Oct Design Bid/Award onstruc ion Project schedule reflects City Council award in May 2023, with anticipated construction completion by October 2024. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Bids on February 27, 2023, for the proposed Lipes Boulevard construction project. The solicitation contained Base Bid for asphalt pavement only. On March 29, 2023, the City received five bids for HMAC Pavement. A summary of the bids is provided below. Bidder Base Bid (HMAC) 1 Mako Contracting $8,129,921.29 2 Bay LTD $8,376,107.00 3 A. Ortiz Construction & Paving, Inc. $8,512,998.37 4 JE Construction Services, LLC $9,373,863.00 5 Clark Pipeline Services, LLC $9,517,314.61 Engineer's Opinion of Probable Construction Cost $7,811,880.00 The City analyzed the submitted bids in accordance with contract documents and determined Mako Contracting was the lowest responsive and responsible bidder. Mako Contracting has successfully completed the following city projects: Laguna Shores Road from South Padre Island Drive (SPID) to Graham Road (which included a full reconstruction with utilities), SEA District Improvements, Lipes Boulevard (which included a full reconstruction with utilities), Downtown Road and Streetscapes Improvements, and several other park improvements projects. ALTERNATIVES: City Council could choose not to award the contract to Mako Contracting. This would delay the project and conflict with City Council's goal to expedite street projects with Bond Funds. FISCAL IMPACT: The fiscal impact for FY 2023 is an amount of$8,129,921.29 with funding available from the Bond 2020 Proposition A, Storm Water, Water, Wastewater Capital Funds and Gas. Increasing the concrete pipe from 48 inch to 60 inch resulted in higher than budgeted Storm Water costs that will be covered by other project savings. The Capital Improvement Program (CIP) shows that the project is planned for FY 2023 and the project is ready to be implemented. Funding Detail: The Capital Improvement Program (CIP) shows the project is currently scheduled to begin construction in FY 2023. The project is ready to be implemented. Fund: Street— ST2021 Bd20 A (Fund 3558) Mission Elem: Street Pavement Maintenance (ME 33) Project No.: 21063 - Lipes (Sunwood to Staples) Account: Construction (550910) Activity: 21063-3558-EXP Amount: $2,720,012.88 Fund: Storm Water- StrmWtr 2023 CIP (Fund 4534) Mission Elem: Drainage Infrastructure (ME 47) Project No.: 21063 - Lipes (Sunwood to Staples) Account: Construction (550910) Activity: 21063-4534-EXP Amount: $4,206,368.76 Fund: Wastewater-WW 2023 CIP (Fund 4259) Mission Elem: Wastewater Collection System (ME 46) Project No.: 21063 - Lipes (Sunwood to Staples) Account: Construction (550910) Activity: 21063-4259-EXP Amount: $865,460.07 Fund: Water-Water 2023 CIP (Fund 4486) Mission Elem: Distribute Water (ME 45) Project No.: 21063 - Lipes (Sunwood to Staples) Account: Construction (550910) Activity: 21063-4486-EXP Amount: $286,335.88 Fund: Gas —Gas 2023 CIP (Fund 4562) Mission Elem: Distribute Water (ME 11) Project No.: 21063 - Lipes (Sunwood to Staples) Account: Construction (550910) Activity: 21063-4562-EXP Amount: $51,743.70 Overall Total $8,129,921.29 RECOMMENDATION: Staff recommends awarding construction contract to Mako Contracting for reconstruction of from Lipes Blvd from Staples St to Sunwood Dr in the amount of$8,129,921.29 with asphalt pavement, with construction duration planned for sixteen months from issuance of the Notice to Proceed, starting in July 2023, and completed by October 2024. LIST OF SUPPORTING DOCUMENTS: Location Map Bid Tabs CIP Page Power Point Presentation Resolution awarding a construction contract to Mako Contracting of Corpus Christi for reconstruction of Lipes Boulevard from Staples Street to Sunwood Drive with new asphalt pavement, curb and gutter, sidewalks, ADA compliant curb ramps, signage, pavement markings, and utility improvements in an amount of $8,129,921.29, located in Council District 5 with FY 2023 funding available from the Bond 2020 Proposition A, Storm Water, Wastewater, Water Capital Funds and Gas. Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager or designee is authorized to execute a construction contract with Mako Contracting for reconstruction of Lipes Boulevard from Staples Street to Sunwood Drive, in the amount of $8,129,921 .29. PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,TEXAS TABULATEDBY: MR DESIGN ENGINEER:Hanson Professional Services,Inc. BID DATE:Wetlnestlay,Maroh 29,2023 RFB4141 Mak.Contracting BAY LTD A.Ortiz ConstructionSPavinp,Inc JE Construction Services,LLC CIl,k P ipeline Services,LLC PROJECT NO.21063 Lipes B..I.-N(SnnW.otl Drive to South Staples Street)Bontl 2020 3636 S.Alametla Ste.B153 401 Com Pr.tlucts R.atl HWY BLD#1 102 Airport Rtl 1501 Up R—Rd 6229 L..partl Street BASE BID Corpus Christi,TX 18411 Corpus Christi,TX 18412 Corpus Christi,TX 18405 Corpus Christi,TX 18409 Corpus Christi,TX 18409 ITEM DESCRIPTION UNIT OTY UNITPRICE I AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT Part A-GENERAL Al MOBILIZATION(MAX 5%PART A) LS 1 $ 12,000.00 $ 12,000.00 $ 990090 $ 990090 $ 1193369 $ 1193369 $ 1020900 $ 1020900 $ 19,634.19 $ 19634.19 A2 BONDS AND INSURANCE AL 1 $ 96,000.00 $ 96,000.00 $ 51,00000 $ 51,00000 $ 99,46844 $ 99,46844 $ 15,00900 $ 15,00900 $ 11190090 $ 11190090 A3 OZONE ACTION DAY DAY 3 $ 1.00 $ 3.00 $ 21290 $ 81690 $ 590 $ 1500 $ 190 $ 390 $ 19650 $ 58950 A4 SU RVEY MONUM ENT EA 2 $ 1,250.00 $ 2,500.00 $ 41690 $ 95290 $ 290090 $ 490090 $ 14WW $ 280090 $ 18690 $ 151290 A5 TRAFFIC CONTROL PLAN AND DESIGN BY PROFESSIONAL ENGINEER(ALL PHASES) LS 1 $ 23,000.00 $ 23,000.00 $ 36,59900 $ 36,59900 $ 4243356 $ 4243356 $ 34,00000 $ 34,00000 $ 32]5900 $ 32]5900 A6 TRAFR C CONTROL PLAN ITEMS(BARRELS,SIGNS,TEMP PAVEMENT MARK NGS,ETC.) MO 12 $ 949.89 $ 11,398.68 $ 1221500 $ 14658090 $ 162636 $ 19,51632 $ 1190900 $ 13290090 $ 248990 $ 29,86890 Al TRAFFIC CONTROL(MOBILIZATION,IMPLEMENTATION,AND ADJUSTMENTS) LS 1 $ 8,232.41 $ 8,232.41 $ 16,46900 $ 16,46900 $ 890090 $ 890090 $ 930090 $ 930090 $ 911090 $ 911090 AS TRAFFIC CONTROL PORTABE CHANGEABLE MESSAGE BOARDS EA 4 $ 11,2A1.52 $ 68,966.08 $ 3891900 $ 15588090 $ 1100900 $ 6890900 $ 2290900 $ 8890900 $ 1965900 $ 1860900 TEMPORARY TRAFFIC SIGNAL PLAN AND DESIGN BY PROFESSIONAL ENGINEER(ALL A9 PHASES) EA 1 $ 6,332.63 $ 6,332.63 $ 2884900 $ 2884900 $ 25,03356 $ 25,03356 $ 47,00000 $ 47,00000 $ 32]5900 $ 32]5900 STORMWATER POLLUTION PREVENTION PLAN(SWPPP)(EXCLUDING SILT FENCE, A10 INLET,AND STORMWATER STRUCTURE PROTECTION) LS 1 $ 15,000.00 1$ 15,000.00 $ 14 915 00 $ 14 915 00 $ 40,00900 $ 40,00900 $ 4,5W W $ 4,5W W $ 32,75000 $ 32,75000 At SILT FENCE(FOR SWPPP) LF 4551 $ 4.00 $ 18,204.00 $ 690 $ 21,30600 $ 190 $ 3185700 $ 590 $ 22]5500 $ 655 $ 29,80905 Al2 STORMWATER STRUCTURE PROTECTION(FOR SWPPP) EA 24 $ 150.00 $ 3,600.00 $ 21690 $ 662490 $ 21590 $ 660090 $ 21590 $ 66w oct $ 31172 $ 996528 A13 INLET PROTECTION(FOR SWPPP) EA 15 $ 125.00 $ 1,815.00 $ 19990 $ 298590 $ 25090 $ 3]5090 $ 20090 $ 390090 $ 52490 $ 186090 A14 ALLOWANCE FOR UNANTICIPATED GENERAL ACTIVITIES AL 1 $ 10,000.00 $ 10,000.00 $ 10.00900 $ 10,00900 $ 10,00900 $ 10.000.00 $ 10,00900 $ 10,00900 $ 10,00900 $ 10,00900 SUBTOTAL PARTA-GENERAL ab..Al thru A14) $ 2T/,111.W $ 508048.00 $ 31660151 $ 445,158.00 $ 412 J1802 Part B-STREET IMPROVEMENTS B1 MO BILEATION(MAX 5%PART B) LS 1 $ 55,000.00 $ 55,000.00 $ 1495900 $ 1495900 $ 10212175 $ 10212175 $ 46,00900 $ 46,00900 $ 13091390 $ 13091390 B2 31NCH TYPE D HMAC(F INAL SU RFACE) SY 10,924 $ 35.90 $ 392,171.60 $ 2600 $ 28492490 $ 3300 $ 36049290 $ 3500 $ 38234090 $ 3583 $ 39140692 B3 31NCH TYPE B HMAC(INITIAL SURFACE) SY 10,924 $ 35.211 $ 384,52A.80 $ 2900 $ 3167w oct $ 3900 $ 32172090 $ 3300 $ 36049290 $ 4192 $ 45193498 B4 PRIME COAT,MC-30(020 GAUSY) GAL 2,185 $ 928 $ 20,276.80 $ 890 $ 1148900 $ 890 $ 1148900 $ 890 $ 1148900 $ 721 $ 15,75385 B5 SINGLE COURSE SURFACE TREATMENT(UNDERSEAL) SY 10,924 $ 622 $ 67,947.28 $ 690 $ 65,54490 $ 190 $ 76,46890 $ 690 $ 65,54490 $ 524 $ 5124176 B6 12 INCH CRUSHED LIMESTONE FLEXIBLE BASE MATERIAL(FYPE A,GRADE 1-2) SY 12,740 $ 48.00 $ 611,520.00 $ 5500 $ 1007w oct $ 4750 $ 60515090 $ 5900 $ 63190090 $ 4918 $ 63419120 B1 18 INCH LIME STABILIZED SUBGRADE AT 612% SY 12,740 $ 16.00 $ 203,840.00 $ 1500 $ 19110090 $ 1890 $ 22932090 $ 1700 $ 21658090 $ 3527 $ 44933980 38 STREET EXCAVATION SY 12,740 $ 14.00 $ 178,360.00 $ 1290 $ 15288090 $ 1290 $ 15288090 $ 1900 $ 24296090 $ 2996 $ 26193040 B9 PROOF ROLLING HR 16 $ 150.00 $ 2,400.0 $ 9290 $ 147290 $ 25090 $ 490090 $ 10390 $ 164890 $ 3000 $ 628890 B10 SODDING,CLEARING,AND GRADING SY 2100 $ 17.00 $ 35,700.00 $ 1600 $ 33,60900 $ 2900 $ 42,00000 $ 3500 $ 13,50900 $ 1872 $ 39,31290 B11 REFLECTIVE PAVEMENT MARKERS(FYPE 1)(YELLOW)(4")(SOLID)X2 I LF 1 4874 $ 1.14 $ 5,556.36 $ 190 $ 487490 $ 115 $ 5605.10 $ 290 $ 9]4890 $ 131 $ 638494 B12 REFLECTIVE PAVEMENT MARKERS(FYPE 1)(WHITEXH")(SOLID) LF 130 $ 1.14 $ 14820 $ 190 $ 13090 $ 115 $ 14950 $ 290 $ 26090 $ 131 $ 17030 B13 REFLECTIVE PAVEMENT MARKERS(FYPE 1)(WHITEX4")(DOT) LF 100 $ 0.54 $ 54.00 $ 190 $ 10090 $ 055 $ 5500 $ 190 $ 10090 $ 131 $ 13190 B14 REFLECTIVE PAVEMENT MARKERS(FYPE 1)(WHITEX4")(SOLID) LF 13,522 $ 0.54 $ 7,301.88 $ 190 $ 13,52290 $ 055 $ 1431.10 $ 190 $ 13,52290 $ 131 $ 1111382 P.g.1 6 TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,TEXAS TABULATEDBY: MR DESIGN ENGINEER:Hanson Pmfe..-.l Services,Inc. BID DATE:Wetlnestlay,Man:h 29,2023 RFB4141 Mak.Contracting BAY LTD A.Ortiz Construction&paving,Inc JE Construction Services,LLC C11,k P ipeline Services,LLC PROJECT NO.21063 Lipes B..I.--(Sunw..tl Drive t.South Staples Street)B.ntl 2020 3636 S.Alametla Ste.B153 401 CO.Pr.dl.ds R.atl HWY BLD#1 102 Airp.ri Rd 1501 Up Rry Rd 6229 L..partl Street BASE BID Corpus Christi,TX 18411 Corpus Christi,TX 18412 Corpus Christi,TX 18405 Corpus Christi,TX 18409 Corpus Christi,TX 18409 ITEM DESCRIPTION UNIT QTY UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT REEL PAV MRK TY C HEAT APPLIED PREFAB PREFORMED THERMOPLASTIC(W)12" B15 (SILL)(125 M IL) LF 100 $ 9.60 $ 960.00 $ 1000 $ 180000 $ 960 $ 96060 $ 1100 $ 110000 $ 1048 $ 184800 REEL PAV MRK TY C HEAT APPLIED PREFAB PREFORMED THERMOPLASTIC(W)24" B16 (SILL)(125 M IL) LF 110 $ 19.211 $ 3,264.00 $ 2100 $ 351000 $ 1925 $ 321250 $ 2200 $ 3,740 DO $ 2096 $ 356320 REEL PAV MRK TY C HEAT APPLIED PREFAB PREFORMED THERMOPLASTIC(W)(BIKE B11 ARW)(125 MIL) EA 6 $ 150.00 $ 90000 $ 11060 $ 182000 $ 15060 $ 90060 $ 11060 $ 182000 $ 16375 $ 98250 REEL PAV MRK TY C HEAT APPLIED PREFAB PREFORMED THERMOPLASTIC(W)(BIKE B18 SYMBOL)(125 M IL) EA 6 $ 210.00 $ 1,62O00 $ 30060 $ I'm 00 $ 21060 $ 1,62000 $ 30160 $ 1,842 00 $ 294 75 $ 1,768 50 REEL PAV MRK TY C HEAT APPLIED PREFAB PREFORMED THERMOPLASTIC(W) B19 (SPEEDHUMP)(125 MIL) EA 2 $ 39000 $ 18000 $ 44060 $ 88060 $ 39060 $ 18060 $ 44460 $ 88860 $ 42575 $ 85150 REEL PAV MRK TY C HEAT APPLIED PREFAB PREFORMED THERMOPLASTIC(W)( B20 ARROW) EA 2 $ 210.00 $ 42000 $ 24060 $ 48060 $ 21060 $ 42060 $ 23960 $ 41860 $ 22925 $ 45850 REEL PAV MRK TY C HEAT APPLIED PREFAB PREFORMED THERMOPLASTIC(W) B21 (ONLY) EA 2 $ 300.00 $ 600.00 $ 34060 $ 68060 $ 30060 $ 60060 $ 34260 $ 68460 $ 36025 $ 12050 B22 RAISED PAVEMENT MARKERS(TYPE 11 A-A) EA 68 $ 4.62 $ 314.16 $ 560 $ 34060 $ 465 $ 31620 $ 560 $ 34060 $ 655 $ 44540 B23 RAISED PAVEMENT MARKERS(TYPE II-B-B) EA 1 $ 4.62 $ 4.62 $ 560 $ 560 $ 465 $ 465 $ 560 $ 560 $ 655 $ 655 B24 CINCH CONCRETE DRIVEWAY SF 1864 $ 10.00 $ 18,640.00 $ 2000 $ 15128000 $ 1300 $ 10223200 $ 1500 $ 11186000 $ 1601 $ 12631448 B25 CONCRETE DRIVEWAY DEMOLITION SF 1404 $ 3.15 $ 21,165.00 $ 860 $ 5923200 $ 515 $ 4251300 $ 360 $ 2221200 $ 819 $ 6063876 B26 ASPHALT PAVEMENT REPAIR SY 44 $ 165.30 $ 1,213.20 $ 22060 $ 968000 $ 15060 $ 660000 $ 69360 $ 30,49200 $ 26855 $ 1181620 B27 SPEED HUMP EA 1 $ 5,220.00 $ 5,22000 $ 660000 $ 660000 $ 450000 $ 450000 $ 260000 $ 260000 $ 10,80750 $ 10,80750 COMBO SPEED HUMP AHEAD(W11-1y15 MPH SPEED LIMIT(W13-1P)SIGNS AND SIGN B28 SUPPORT ASSEMB LY(TRIANGULAR SLIPBASE) EA 2 $ 161.00 $ 1,534.00 $ 80000 $ 160000 $ 80000 $ 160000 $ 89000 $ 1]80 00 $ 85150 $ 1,703 DO SPEED HUMP(W11-1)SIGNS AND SIGN SUPPORT ASSEMBLY(TRIANGULAR SLIP B21 BASE) EA 2 $ 131.50 $ 1,475.00 $ 80000 $ 1,6w m $ 15000 $ 1,5w 00 $ 86000 $ 1,720 DO $ 81815 $ 1,637 50 REVERSECURVE (W1-4) SIGN AND SIGN SUPPORT ASSEMBLY (TRIANGULAR B30 SLIPBASE) EA 2 $ 131.50 $ 1,475.00 $ 80000 $ 1,6w m $ 15000 $ 1,5w 00 $ 86000 $ 1,720 DO $ 81815 $ 1,637 50 B31 SPEED LIM IT(R2-1)SI GN AND SIGN SUPPORT ASSEMBLY(TRIANGULAR SLIPBASE) EA 2 $ 131.50 $ 1,415.00 $ 80000 $ 160000 $ 15000 $ 150000 $ 86000 $ 1,720 DO $ 818 75 $ 163150 COMBO CURVE LEFT (W1-2LySPEED LIMIT 20 MPH (W13-1P)SIGNS AND SIGN B32 SUPPORTASSEMB LY(TRIANGULAR SLIPBASE) EA 1 $ 161.00 $ 767.00 $ 80000 $ 80000 $ 80000 $ 80000 $ 86000 $ 86000 $ 85150 $ 85150 FURNISH AND INSTALL ROADSIDE TRAFFIC SIGN AND SIGN SUPPORT ASSEMBLY B33 (TRIANGULAR SLIPBASE) EA 1 $ 131.50 $ 5,162.50 $ 80000 $ 560000 $ 15000 $ 525000 $ 86000 $ 682000 $ 818 75 $ 5,731 25 FURNISH AND INSTALL STOP SIGN AND SIGN WITH NEW STREET BLADES(2)AND SIGN B34 SUPPORT ASSEMBLY(TRIANGULAR SLIPBASE) EA 2 $ 1,121.00 $ 2,242.00 $ 122000 $ 244000 $ 110000 $ 220000 $ 120000 $ 240000 $ 1 244 50 $ 248900 B35 REMOVE AND RELOCATE EXISTING MAILBOX EA 2 $ 413.00 $ 826.00 $ 41500 $ 95000 $ 50000 $ 180000 $500 41500 $ 95000 $ 45850 $ 91100 B36 CONCRETE MAILBOX PAD SF 45 $ 30.00 $ 1,350.00 $ 11000 $ 165000 $ 10 $ 6]5000 $ 1500 $ 61500 $ 20142 $ 933300 B37 REMOVE AND DISPOSE OF ROAD SIGN(S)SUPPORT ASSEMBLY EA 9 $ 8000 $ 120.00 $ 13000 $ 111000 $ 20000 $ 180000 $ 13000 $ 111000 $ 12445 $ 112005 B38 ALLO WANCE FO R UNANTICIPATED STREET IMPROVEMENTS AL 1 $ 25,000.00 $ 25,000.00 $ 25,00000 $ 25.000.00 $ 25,000.00 $ 25.000.00 $ 25,00000 $ 25.000.00 $ 25,00000 $ 25,00000 SUBTOTAL PART B-STREET IMPROVEMENTS(it...Bi th,.B38) $2,134,588.40 $ 2,089,74900 $ 2144,55680 $2293,65000 $2]44,45716 PartC-ADA IMPROVEMENTS Cl MO BILIZATION(MAX 11 PART C) LS 1 $ 13,90005 $ 13,90005 $ 140000 $ 140000 $ 15,41255 $ 15,41255 $ 1100000 $ 1100000 $ 2285411 $ 2285411 C2 CONCRETE PEDESTRIAN SIDEWALK SF 21206 $ 8.50 $ 180,251.00 $ 1400 $ 29688400 $ 850 $ 18025100 $ 1200 $ 25441200 $ 1441 $ 30551846 C3 SIDE WALK DEMOLITION SF 11000 $ 3.00 $ 51,000.00 $ 400 $ 6880000 $ 515 $ 9115000 $ 300 $ 5180000 $ 590 $ 10030000 C4 SIDEWALK RETAINING CURB LF 150 $ 45.00 $ fi75O00 $ 12000 $ 1880000 $ 3500 $ 525000 $ 3500 $ 525000 $ 8018 $ 12,11700 get OT6 TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,TEXAS TABULATEDBY: MR DESIGN ENGINEER:Hanson Pmfe..-.l Services,Inc. BID DATE:Wetlnestlay,Man:h 29,2023 RFB4141 Mak.Contracting BAY LTD A.Ortiz Construction&paving,Inc JE Construction Services,LLC CIa,k P ipeline Services,LLC PROJECT NO.210.3 DID-B..I.--(Sunw..tl Drive t.South Staples Street)B.ntl 2020 3636 S.Alametla Ste.B153 401 CO.Pr.dl.ds R.atl LMBLD#1 1021D Rd 1501 Up Rry Rd 6229 L..partl Street BASE BID Corpus Christi,TX 18411 Corpus Christi,TX 18412 Corpus Christi,TX 18405 Corpus Christi,TX 18409 Corpus Christi,TX 18409 ITEM DESCRIPTION UNIT CITY UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT CS CONCRETE CURB RAMP EA 4 $ 4,000.00 $ ifi,000.00 $ 430060 $ 1120000 $ 3]5060 $ 15,00000 $ 3]0060 $ 1480000 $ 321560 $ 13,10000 Cfi ALL. WANCE F OR UNANTICIPATED ADA IMPROVEMENTS AL 1 $ 10,000.00 $ 10,000.00 $ 10,00000 $ 10,00000 $ 10.000.00 $ 10,00000 $ 10,00000 $ 10,00000 $ 10,00000 $ 10,00000 SUBTOTAL PARTC-ADA IMPROVEMENTS(Items Cl thou Cfi) $ 21,901.05 $ 411484.00 $ 323663 55 $ 352 522. $ 463,150 23 Part D-SIGNALIZATION IMPROVEMENTS D1 MOBILIZATION(MAX 5%PART D) LS 1 $ 10,000.00 $ 10,000.00 $ 690060 $ 690060 $ 950454 $ 950454 $ 1180000 $ 1180000 $ 10,34228 $ 10.342.28 D2 CONDT(PVC)(SCH 40)(2") LF 25 $ 29.90 $ 141.50 $ 3700 $ 92560 $ 3120 $ 18060 $ 3500 $ 81560 $ 3466 $ 85150 D3 CONDT(PVC)(SCH 40)(4") LF 34 $ 40.25 $ 1,368.50 $ 5160 $ 1]3460 $ 4260 $ 142860 $ 4700 $ 159860 $ 4585 $ 1558.90 D4 ELEC GONER(NO 6)BARE LF 20 $ 2.19 $ 43.80 $ 360 $ 6000 $ 228 $ 4560 $ 360 $ 6000 $ 249 $ 49.80 D5 ELEC GONER(NO 6)INSULATED LF 50 $ 2.30 $ 115.00 $ 360 $ 15060 $ 2 40 $ 12060 $ 360 $ 15060 $ 2 75 $ 131 50 D6 IELEC GONER(N08)BARE LF 391 $ 2.19 $ 869A3 $ 360 $ 119160 $ 228 $ 90516 $ 360 $ 119160 $ 249 $ 98853 D1 TRAY CABLE(3 CONGO)(12 AWG) LF 1,616 $ 2.10 $ 4,363.20 $ 460 $ 646460 $ 282 $ 4551.12 $ 360 $ 484860 $ 368 $ 491128 DO GRO UND BOX TY D 062922)W/APRON LF 5 $ 1,696.25 $ 8,481.25 $ 212060 $ 10,60000 $ 1,770 Do $ 885060 $ 21).Do $ 10,00000 $ 193225 $ 966125 09 REMOVE GROUND BOX EA 3 $ 3]3.]5 $ 1,121.25 $ 41060 $ 141060 $ 39060 $ 111060 $ 44460 $ 133260 $ 42575 $ 121125 DID ELC SRV TY D 120240 100(NS)SS(E)SP(0) EA 1 $ 6,44080 $ 6,440.00 $ "'m $ DOW 00 $ 6,720 W $ 6,720 00 $ 160060 $ 160060 $ 13W W $ 13W W D11 INSTALL HWY TRF SIG(UPGRADE) EA 1 $ 42,000.130 $ 42,000.00 $ 39,00000 $ 39,00000 $ 3180000 $ 3180000 $ 36,00000 $ 36,00000 $ 34]1500 $ 34]1500 D12 REMOVING TRAFFIC SIGNALS EA 1 $ 2,412.513 $ 2,4]2.50 $ 310060 $ 310060 $ 2,580 60 $ 2 58060 $ 2 DW W $ 2 DW W $ 2,816 50 $ 2,816 50 D13 VEH SIG SEC(12")LED(GRN) EA 8 $ 402.50 $ 3,220.130 $ 50060 $ 490060 $ 42060 $ 336060 $ 48060 $ 384060 $ 45850 $ 366860 D14 VEH SIG SEC(12")LED(GRN ARW) EA 4 $ 402.50 $ 1,610.130 $ 50060 $ 290060 $ 42060 $ 1,68000 $ 48060 $ 1,D20 W $ 45850 $ 1 83460 D15 VEH SIG SEC(12")LED(YEL) EA 8 $ 402.50 $ 3,220.1313 $ 50060 $ 490060 $ 42060 $ 336060 $ 48060 $ 384060 $ 58 450 $ 366860 D16 VEH SIG SEC(12")LED(YEL ARW) EA 8 $ 402.50 $ 3,220.130 $ 50060 $ 490060 $ 42060 $ 336060 $ 48060 $ 384060 $ 45850 $ 366860 D17 VEH SIG SEC(12")LED(RED) EA 8 $ 402.50 $ 3,2213.1313 $ 50060 $ 490060 $ 42060 $ 336060 $ 48060 $ 384060 $ 45850 $ 366860 D18 VEH SIG SEC(12")LED(RED ARW) EA 4 $ 402.50 $ 1,610.130 $ 50060 $ 290060 $ 42060 $ 1,68000 $ 48060 $ 1,D20 W $ 45850 $ 1 83460 DID BACKPLATE W/REFL BRDR(3 SEC) EA 4 $ 218.50 $ 814.00 $ 21060 $ 198060 $ 22860 $ 91260 $ 26060 $ 194060 $ 24880 $ 99560 D20 BACKPLATE W/REFL BRDR(4 SEC) EA 8 $ 24SA0 $ 1,981.20 $ 30060 $ 2,400 60 $ 25920 $ 2,07360 $ 29560 $ 2,36d 60 $ 28820 $ 2,305 W D21 PED SIG SEC(LED)(COUNTDOWN) EA 8 $ 77625 $ 6,210.00 $ 99060 $ 192060 $ 81060 $ 648060 $ 92060 $ 136060 $ 84425 $ 6]5460 022 TRFSIG CBL(T YAXI4AWG)(5CONDR) LF 560 $ 2.62 $ 1,467.20 $ 360 $ 168060 $ 2]4 $ 153440 $ 360 $ 168060 $ 360 $ 168060 D23 TRFSIG CBL(TYAXI4AWG)(1CONDR) LF 285 $ 2.83 $ 806.55 $ 360 $ 85560 $ 286 $ 84360 $ 360 $ 85560 $ 380 $ 198360 024 TRFSIG CBL(TYAXI4AWG)(16CONDR) LF 539 $ 4.14 $ 2,231.46 $ 560 $ 269560 $ 432 $ 232848 $ 560 $ 269560 $ 563 $ 393451 P.g. 6 TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,TEXAS TABULATEDBY: MR DESIGN ENGINEER:Hanson Professional Services,Inc. BID DATE:Wetlnestlay,Maroh 29,2023 RFB4141 Mak.Contracting BAY LTD A.Ortiz ConstructionSPavinp,Inc JE Construction Services,LLC C11,k P ipeline Services,LLC PROJECT NO.21063 Lipes B..I.-N(SnnW.otl Drive to South Staples Street)Bontl 2020 3636 S.Alametla Ste.B153 401 Com Pr.tlucts R.atl HWY BLD#1 102 Airport Rd 1501 Up R-Rd 6229 L..partl Street BASE BID Corpus Christi,TX 78411 Corpus Christi,TX 78412 Corpus Christi,TX 78405 Corpus Christi,TX 78409 Corpus Christi,TX 78409 ITEM DESCRIPTION UNIT QTY UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT D25 PED POLE ASSEMBLY(10 FT) EA 2 $ 2,535.75 $ 5,071.50 $ 3,100 00 $ 62X0 00 $ 2,6%00 $ 5 312.00 $ 3,00000 $ 6,00000 $ 2,888 55 $ 5,777 10 D26 PED DETECT PUSH BUTTON(APS)(POLARA TOUCHLESS W/R10-3e SIGN) EA 8 $ 902.75 $ 1,222.0 $ 1100.00 $ 880000 $ 94200 $ 153600 $ 190000 $ 890000 $ 192835 $ 8 226 80 D27 PED DETECTOR CONTROLLER UNIT EA 1 $ 4,025.00 $ 4,025.00 $ 5900.00 $ 590000 $ 42X000 $ 42X000 $ 48X)W $ 480000 $ 491800 $ 491800 D28 RELOCATE RADAR EA 1 $ 101.50 $ 701.50 $ 90000 $ 90000 $ 73200 $ 73200 $ 83000 $ 83000 $ 121725 $ 121725 D29 RADAR DETECTOR COMM B POWER CABLE(WAVETRON IX SMARTSENSOR 6/C) LF 643 $ 3.68 $ 2,366.2,4 $ 400 $ 257200 $ 384 $ 2469.12 $ 400 $ 257200 $ 419 $ 2694.17 D30 ITS COM CBL(ETHERNET)(CATSE) LF 331 $ 529 $ 1,750.99 $ 600 $ 198600 $ 552 $ 1821.12 $ 600 $ 198600 $ 603 $ 199593 D31 CCN FIELD EQUIPMENT(DIGITAL)(PELCO SPECTRA ENHANCED PTZ CAMERA) EA 1 $ 6,610.00 $ 6,610.00 $ 83WW $ 83WW $ 696000 $ 696000 $ 890000 $ 890000 $ 159800 $ 159800 D32 CCTV MOUNT(POLE)(PELCO IWM24 SERIES) EA 1 $ 304.15 $ 304.75 $ 38000 $ 38000 $ 31800 $ 31800 $ 36000 $ 36000 $ 39300 $ 39300 D33 CON DU IT(PREPARE) LF 338 $ 2.99 $ 1,010.62 $ 400 $ 135200 $ 312 $ 195456 $ 400 $ 135200 $ 341 $ 115258 D34 GROUND BOX(PREPARE) EA 1 $ 396.15 $ 396.75 $ 50000 $ 50000 $ 41400 $ 41400 $ 47000 $ 47000 $ 45850 $ 45850 D35 HER SYSTEM(EXTERNAL BATT CABINET)(ALPHA) EA 1 $ 9,430.00 $ 9,430.0 $ 1180600 $ 1180600 $ 984000 $ 984000 $ 1190600 $ 1190600 $ 10,74200 $ 10,74200 D36 M IOVIS IO N CAMERA B SYSTEM EA 1 $ 33,062.50 $ 33,062.50 $ 4190600 $ 4190600 $ 3450600 $ 3450600 $ 39,00600 $ 39,00It" $ 3199600 $ 3199600 D37 ALLOWANCE FOR UNANTICIPATED SIGNALIZATION IMPROVEMENTS AL 1 $ 25,000.00 $ 26,000.00 $ 25,00600 $ 25,00600 $ 25,00600 $ 25.000.00 $ 25,00600 $ 25,000.00 $ 25,00600 $ 25.00600 SUBTOTAL PART D-SIGNALIZAMON IMPROVEMENTS(I...Di ti,.031) $ 204,710.69 $ 22995 W $ 19959530 $ 22211400 $ 211,18]89 Part E-GAS IMPROVEMENTS E1 MO BILIZATION(MAX S%PART E) *LSF 1 $ 2,000.00 $ 2,090.00 $ 280000 $ EL2 $ 524750 $ 410000 $ 4.100.00 $ 390871 $ 390871 EXCAVATION,BACKFILL AND COMPACTION OF TRENCH GAS LINE(ADJUSTME E2 BE COMPLETED BY THE CITY OF CORPUS CHRISTI GAS DEPARTMENT) 2.110 $ 18.00 $ 37,980.00 $ 3600 $ 1 $ 9495600 $ 3600 $ 75.980.00 $ 3231 $ 68,174.10 E3 ALLOWANCE FOR UNANTICIPATED GAS IMPROVEMENTS 1 $ 10,000.00 $ 10.000.00 R 10.000.00 $ 1 $ 10,00600 $ 10,00600 $ 10.000.00 $ 10,00600 $ 10.000.00 SUBTOTAL PART E-GAS IMPROVEMENTS(It-El thru E3) $ 49,980.00 $ 88,16000 $ 110,197 SO $ 90,06000 $ 82,08281 Part F-STORMWATER IMPROVEMENTS F1 MOBILIZATION(MAX 5%PART F) LS 1 $ 60,000.00 $ 50,000.00 $ 39,00600 $ 39,00600 $ 19379190 $ 19379190 $ 14390000 $ 14390000 $ 21084106 $ 21084106 F2 DEMOLITION OF EXISTING CURB INLET EA 23 $ 1,400.00 $ 32,200.00 $ 260000 $ 59,80600 $ 275 W $ 6325600 $ 150000 $ 3450600 $ 196500 $ 45,1 P5 F3 DEMOLITION OF EXISTING MANHOLE/JUNCTION EA 4 $ 2,240.00 $ 8,960.00 $ 3 800 00 $ 1520600 $ 35WW $ 1490600 $ 22X)W $ 880000 $ 193150 $ 1]50 00 F4 REMOVAL OF REINFORCED CONCRETE PIPE LF 3930 $ 42.00 $ 121,260.00 $ 5600 $ 15150000 $ 4800 $ 14544000 $ 3200 $ 96,96600 $ 15283 $ 46391490 F5 NEW STANDARD CURB INLET(5'THROAT OPENING) EA 17 $ 6,160.00 $ 104,720.00 $ 9]00 00 $ 16490000 $ 6]5000 $ 114]5000 $ 690000 $ 1122X000 $ 590286 $ 10034862 F6 NEW POST INLET EA 5 $ 6,941.00 $ 34,720.00 $ 10,50600 $ 5250D 00 $ 8,5w m $ 4250D 00 $ Spat m $ 45,00600 $ 5]6400 $ 28 82600 F7 NEW GRATE INLET EA 4 $ 14,560.00 $ 58,240.00 $ 15,00600 $ 60,00600 $ 10,75600 $ 43,00600 $ 950000 $ 3890600 $ 887525 $ 35,50100 FB RECONSTRUCTEXISTING INLET TOP EA 1 $ 5,040.00 $ 5,040.00 $ 13WW $ 130000 $ 325000 $ 325000 $ 42X000 $ 42X000 $ 235800 $ 235800 F9 CURBINLETEXTENSION(5'TROAT OPENING)(I D.2'X5') EA 5 $ 2,00080 $ 10,000.09 $ 4IX)W $ 20,50600 $ 45WW $ 2250600 $ 40WW $ 20,00600 $ 216150 $ 10,80750 ge4 of TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,TEXAS TABULATEDBY: MR DESIGN ENGINEER:Hanson Professional Services,Inc. BID DATE:Wetlnestlay,Man:h 29,2023 RFB4141 Mak.Contracting BAY LTD tr A.Ortiz Construction&paving,Inc JE Consuction Services,LLC CI1,k Pipeline Services,LLC PROJECT NO.210153 Lipes B..I.-N(SnnW.otl Drive to South Staples Street)Bontl 2020 3636 S.Alametla Ste.B153 401 Co.Protlocts Roatl HWY BLD#1 102 Airport Rd ]50]Up Rry Rd 6229 Leopartl Street BASE BID Corpus Christi,TX 78411 Corpus Christi,TX 78412 Corpus Christi,TX 78405 Corpus Christi,TX 78409 Corpus Christi,TX 78409 ITEM DESCRIPTION UNIT CITY UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT F10 TYPEASTORMMANH OLE EA 4 $ 8,960.00 $ 35,840.00 $ 1440600 $ 5160600 $ 10,00600 $ 40,00600 $ 12,00000 $ 4860600 $ ]545 60 $ 30,18240 F11 TYPE O STORMWATER MANHOLE EA 4 $ 16,800.00 $ 157,200.00 $ 10,66600 $ 4264600 $ 15,00600 $ 60,00600 $ 15,00600 $ 60,00600 $ 15,45860 $ 6183260 F12 18"REINFORCED CONCRETE PIPE(CLASS III) LF 430 $ 131L 0 $ 59340.00 $ 17060 $ 73,10600 $ 17060 $ 73,10600 $ 20060 $ 86,00600 $ 23968 $ 102,804 40 F13 48"REINFORCED CONCRETE PIPE(GLASS III) LF 2,600 $ 358A0 $ 931,840.00 $ 35060 $ 91060060 $ 37560 $ 9]5600 60 $ 43560 $1,131,00000 $ ISO 73 $111989860 F14 66"REINFORCED CONCRETE BOX(GLASS III) LF 2205 $ 920.70 $2,030,143.50 $ 65560 $ 144427500 $ 82560 $ 1819,12500 $ 98060 $2,160,90000 $ 79P 30 $1]6245650 F15 RECONNECT TO EXISTING STORM EA 6 $ 4,480.00 $ 26,880.00 $ 380060 $ 2280600 $ 5]50 60 $ 34,50000 $ 460060 $ 24,00000 $ 458560 $ 27,51600 F16 TRENCH SAFETY FOR STORMWATER LINES LF 5235 $ 7.84 $ 41,042.40 $ 960 $ 47,11500 $ 860 $ 4188600 $ 1600 $ 5235600 $ 1965 $ 10286]]5 F17 TRENCH SAFETY FOR STORMWATER MANHOLES EA 6 $ 1,40080 $ 8,400.00 $ 220060 $ 1320600 $ 360060 $ 1860600 $ 660060 $ 36,00600 $ 144160 $ 864660 F18 NEW 6"CURB AND GUTTER LF 5242 $ 28.00 $ 146,7115.00 $ 3500 $ 183,470 DO $ 3460 $ 1]822860 $ 2600 $ 15261860 $ 2969 $ 15563488 F19 CURB AND GUTTER DEMOLITION LF 5242 $ 8.00 $ 41,936.00 $ 1160 $ 5166260 $ 150 $ 3031500 $ 560 $ 2621600 $ 911 $ 48669.14 F20 JUNCTION BOX AND TIE-IN EA 3 $ 52,1535.00 $ 157,905.00 $ 4160600 $ 12360060 $ 1860600 $ 54,00000 $ 85,00600 $ 25560060 $ 524060 $ 15,72600 F21 ADJUST MANHOLE RIM TO TOP EA 4 $ 2,750.00 $ 11,000.00 $ 3,700 DO $ 1480600 $ 325060 $ 13,00600 $ 280060 $ 1120600 $ 229250 $ 91]060 F22 CONNECT 18"STORM LINE TO EXISTING W"RCP EA 2 $ 275.130 $ 550.00 $ 500060 $ 10,00600 $ 860060 $ 16,00600 $ 150060 $ 360060 $ 425]50 $ 851560 F23 CLEAN EXISTIN G 66"RCP PIPE LF 2000 $ 24.00 $ 48,000.00 $ 1500 $ 30,00600 $ 2600 $ 40,00600 $ 900 $ 1860600 $ 2283 $ 45,86600 F24 ALLOWANCE FOR UNANTICIPATED STORMWATER IMPROVEMENTS AL 1 $ 25,000.00 $ 25,000.00 $ 25.00600 $ 25,00600 $ 25,00600 $ 25.000.00 $ 25,00600 $ 25,00600 $ 25,00600 $ 25,00600 SUBTOTAL PART F-STORMWATER IMPROVEMENTS(Items F1 thru F24) $4,0152,992.90 $ 3625,36210 $ 4,069629.90 $4,59133800 $4,428,86225 Part G-WASTEWATER IMPROVEMENTS G1 MO BILIZAIO N(MAX 5%PART G) LS 1 $ 30,000.13a $ 30,000.00 $ 920000 $ 920000 $ 44,242 75 $ 4424275 $ 2160600 $ 2160600 $ 4120131 $ 4120131 G2 PIPE BURST EXISTING I2"VCP W/14"HDPE LF 3,001 $ 198.00 $ 612,018.00 $ 24000 $ 741,840 00 $ 20500 $ 63365500 $ 23500 $ 726,385 DO $ 19650 $ 607,381 50 G3 MANHOLE FIBERGLASS LINER REHABILITATION AND ADJUSTTOPTO GRADE EA 6 $ 19,550.00 $ 117,300.00 $ 25,00600 $ 15060000 $ 20,40600 $ 12240000 $ 23,00600 $ 13860000 $ 1421350 $ 8528100 G4 TRENCH SAFETY FOR WASTEWATER MANHOLES EA 6 $ 1,380.00 $ 8,280.00 $ 1]0000 $ 1020600 $ 350000 $ 2160600 $ 165000 $ 980000 $ 2,D47 50 $ 1168500 G5 WASTEWATER BY-PASS PUMPING LS 1 $ 50,600.00 $ 50,600.00 $ 69,00600 $ 69,00600 $ 5280600 $ 5280600 $ 6160600 $ 6160600 $ 7265600 $ 7265600 G6 TIE-IN TO WASTEWATER MANHOLE EA 6 $ 1,293.]5 $ ],]152.50 $ 260000 $ 1260600 $ ]50000 $ 45,00600 $ 150000 $ 960000 $ 52]1 44 $ 3162864 G1 ALLOWANCE FOR UNANTICIPATED WASTEWATER IMPROVEMENTS AL 1 $ 10,000.00 $ 10,000.00 $ 10,00600 $ 10.000.00 $ 10,00600 $ 10,00600 $ 10,00600 $ 10,00600 $ 10,00600 $ 10.000.00 SUBTOTAL PARTG-WASTEWATER IMPROVEMENTS(II GI thru G]) $ 835,960.50 $ 1602,24000 $ 92969]]5 $ 9]528500 $ 865227 45 Part H-WATER IMPROVEMENTS H1 MOBILIZATION(MAX 5%PART H) LS 1 $ 12,000.00 $ 12,000.00 $ 910000 $ 910000 $ 1665600 $ 1665600 $ 1150600 $ 1150600 $ 1460134 $ 1460134 H2 6"C900 PVC WATERLINE LF 10 $ ]8.40 $ ]84.00 $ 31500 $ 315000 $ 35000 $ 350000 $ 18300 $ 183000 $ 25304 $ 253040 H3 8"C900 PVC WATERLINE ILL I 990 $ 10fiA0 $ 105,3315.130 $ 15000 $ 14850000 $ 11000 $ 10880000 $ 17300 $ 1]12]000 $ 11122 $ 11010]80 H4 TRENCH SAFETY FOR WATERLINES LF 1600 $ 224 $ 2,240.00 $ 1500 $ 15,00600 $ 1600 $ 10,00600 $ 600 $ 660000 $ 1179 $ 11]9600 HS 8"X6"D IM J.TEE EA 1 $ 1,568.00 $ 1,568.00 $ 150000 $ 150000 $ 225000 $ 225000 $ 120000 $ 120000 $ 81220 $ 81220 g.5P. of6 TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,TEXAS TABULATEDBY: MR DESIGN ENGINEER:Hanson Professional Services,Inc. BID DATE:Wetlnestlay,Maroh 29,2023 RFB4141 Mak.Contracting BAY LTD A.Ortiz ConstructionSPavinp,Inc JE Construction Services,LLC CIa,k P ipeline Services,LLC PROJECT NO.21083 Lipes B..I.-N(SnnW.otl Drive to South Staples Street)Bontl 2020 3636 S.Alametla Ste.B153 401 Com Pr.tlucts Roatl HWY BLD#1 102 Airport Rtl 1501 Up R—Rd 6229 Leopartl Street BASE BID Corpus Christi,TX 18411 Corpus Christi,TX 18412 Corpus Christi,TX 18405 Corpus Christi,TX 18409 Corpus Christi,TX 18409 ITEM DESCRIPTION UNIT CITY UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT UNITPRICE AMOUNT H6 8"X 8"D I M J.TEE EA 3 $ 1,680.00 $ 5,040.00 $ 52080 $ 1,5w 00 $ 3250 80 $ 9'75000 $ 1,300 00 $ 3,90000 $ 88425 $ 2,652]5 H1 6"O I M J.TAPPING SLEEVE EA 1 $ 8,400.00 $ 8,490.0 $ 3800.00 $ 380080 $ 600080 $ 600080 $ 910080 $ 910080 $ 1120050 $ 1120050 HB 8"O I M J.TAPPING SLEEVE EA 1 $ 9,52000 $ 9,52000 $ 4600.00 $ 460080 $ 625080 $ 625080 $ 150080 $ 150080 $ 13,82050 $ 13,82050 H9 6"GATE VALVE EA 1 $ 2,576.00 $ 2,576.00 $ 2,400 00 $ 2,400 00 $ 2,750 DO $ 2,750 00 $ 2,600 DO $ 2,600 DO $ 1,755 Do $ 1,755 DO H10 8"GATE VALVE EA 6 $ 3,138.00 $ 18,816.00 $ 2500.00 $ 15,00000 $ 350080 $ 2160000 $ 330080 $ 19,80000 $ 258080 $ 15,48000 H11 6"O I M J.45 DEG BEND EA 2 $ 184.00 $ 1,568.00 $ 10080 $ 1,400 00 $ 81580 $ 1'75000 $ 11880 $ 1,4W 00 $ 46585 $ 93010 H12 8"0 I M J.45 DEG BEND EA 6 $ 1,00880 $ 6,048.00 $ 80080 $ 4,800 00 $ 91580 $ 5,850 00 $ 82580 $ 4,P50 00 $ 12185 $ 41362 SO H13 GROUT FILL AND ABANDON IN PLACE EXISTING WATERLINE LF 420 $ 14.00 $ 5,880.00 $ 12080 $ 50,40000 $ 2500 $ 10150000 $ 3500 $ 14]0000 $ 5240 $ 2260880 H14 FIRE HYDRANT ASSEMBLIES EA 1 $ 9,521180 $ 66,640.00 $ 12,50000 $ 8150000 $ 13,15000 $ 9625000 $ 12,15000 $ 85,05000 $ 102488 $ 49,114.16 H15 WATER SERVICE RECONNECTIONS EA 9 $ 2,24080 $ 20,160.00 $ 500080 $ 45,00000 $ 425080 $ 3825000 $ 410080 $ 36,90000 $ 260035 $ 23,403.15 H16 ALLOWANCEFOR UNANTICIPATED WATER IMPROVEMENTS J AL 1 $ 10,000.00 $ 10,000.00 $ 10,00000 $ 10.000.00 $ 10,000.00 $ 10.000.00 $ 10.000.00 $ 10,00000 $ 10,00000 $ 10,00000 SUBTOTAL PART H-WATER IMPROVEMENTS(it"; Hi thru Hlil $ 276,576.00 $ 403,11000 $ 34965080 $ 393,136.00 $ 29402820 Part I-ENVIRONMENTAL ISSUES 11 ALLO WANCE FO R UNANTICIPATED ENVIRONMENTAL ISSUES AL 1 1 $ 10,000.00 $ 10,000.00 $ 10.000.00 $ 10.000.00 $ 10.000.00 $ 10.000.00 $ 10000.00 $ 10.000.00 $ 10.000.00 $ 10.000.00 SUBTOTALPARTI-ENVIRONMENTALISSUES litems 11 thru ll) $ 10,000.00 $ 10,00000 $ 10,00000 $ 10,00000 $ 10,00000 TOTAL BASE BID $ 8,129,821.34 $ 8,376,107.00 $ 8,512,998.37 $ 9,373,863.00 $ 9,517,314.61 Snatletl area.n aem ci r0-t e.f—d-1- R.,6or6 Capital Improvement Plan 2023 thi'll 2025 City of Corpus Christi, Texas Project# 21063 Project Name Lipes Blvd(Sunwood Dr.to Staples St) Type Reconditioning-Asset Longevity Department Public Works Useful Life 25 years Contact Director of Public Works Category Street-Rehabilation Priority 2 Critical-Asset Condition\longevity Status Active Description This project is a continuation for previous street project. Reconstruction of existing 2-lane roadway with new pavement,curb&gutter,sidewalk repairs,installation of ADA compliant curb ramps,signage,pavement markings,and upgraded and additional street illumination. This project is currently scheduled to begin construction in FY2023 and continue until completed. Schedules may be adjusted after design is completed or during annual CIP update. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 2,790,000 2,790,000 Design 620,000 620,000 Storm Water-St. 1,311,300 1,311,300 WasteWater-St 781,200 781,200 Water-St. 781,200 781,200 Gas-St. 334,800 334,800 Total 620,000 5,998,500 6,618,500 Funding Sources Prior Years 2023 2024 2025 Total G.O.Bond 2020 310,000 2,790,000 3,100,000 Revenue Bonds 310,000 3,208,500 3,518,500 Total 620,000 5,998,500 6,618,500 Budget ImpactlOther There is no projected operational impact with this project,at this time. Once the project is completed it will be added to the Street Preventive Maintenance Program. Corpus Christi Engineering Lipes Boulevard (Staples St to Sunwood Dr) Council Presentation May 23, 2023 Lipes Boulevard (Staples St to Sunwood Dr) Corpus Chr sti Project Location Engineering a Location Map h m.wo 3 � � PROiIECT NO.21yy065 LIPES BOULEVARD- CITY COUNCIL EXHIBIT SUNWOOD DRIVE TO STAPLES STREET °�""""'°""°""""'➢""' A.�. \� Lipes Boulevard F (Staples St to Sunwood Dr) Copus Chi sti j Engineering Scope of Work Motion awarding a construction contract to Mako Contracting of Corpus Christi, TX, for reconstruction of Lipes Boulevard from Staples Street to Sunwood Drive, with new asphalt pavement and utility improvements, located in Council District 5, in an amount of $8,129,921 .29. The proposed scope of work includes the listed below items: • Full depth reconstruction of the existing 2-lane roadway with a new asphalt pavement section, buffered bicycle lanes, sidewalks, and pavement markings • New traffic signs • ADA compliant pedestrian improvements • Drainage improvements and utility upgrades • Upgrading the traffic signal equipment at Staples Street Lipes Boulevard (Staples St to Sunwood Dr) Corpus Chr sti^ Project Schedule Engineering 2021-2023 2023-2024 Aug - Feb Feb - May July - Oct Design Bid/Award Construction mi Projected Schedule reflects City Council award in May 2023 with anticipated completion by October 2024. p'� ,.�, N6OOPORRy E 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 23, 2023 Second Reading for the City Council Meeting of June 13, 2023 DATE: May 10, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Procurement Heatherh3@cctexas.com (361) 826-3227 Delegating the Authorization for the Issuance of Utility System Revenue Improvement Bonds CAPTION: Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of its utility system senior lien revenue improvement and/or refunding bonds in one or more series (as designated by purpose and series) for water, wastewater, and stormwater utility improvements in an amount not to exceed $114,000,000 and refinancings in an amount not to exceed $186,645,000, within set parameters and according to the plan of finance set by the City's financial advisors; making provisions for the payment and security thereof by a first and prior lien on and pledge of the net revenues of the City's utility system on a parity with certain currently outstanding utility system revenue obligations; delegating the authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of each series of bonds; and providing an effective date. SUMMARY: The City intends to issue $114,000,000 of Utility System Junior Lien Revenue Improvement Bonds to fund the Capital Improvement Program for utilities. The amount of bond issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. In addition, the City may issue up to $186,645,000 for current refundings and tender transactions for savings. The ordinance delegates the authority to issue the bonds to the City Manager, Chief Financial Officer, or the Director of Finance and Procurement per the plan of finance set by the City's financial advisors and within the parameters set forth in the ordinance for net present value savings and true interest rate. BACKGROUND AND FINDINGS: Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and Procurement - including any person serving in any of the foregoing capacities on an interim or non-permanent basis (the "Authorized Officials") the authority to approve the sale of the bonds subject to the following parameters: 1) The principal amount in total of all bonds sold may not exceed $300,645,000. 2) The true interest rate shall not exceed 5.25% per year. 3) Maximum maturity of July 15, 2053. 4) Minimum net savings on the refunding or tender transactions of $205,000 or 2.5%. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371 , as amended, Texas Government Code. On January 25, 2022, the City Council approved a reimbursement resolution to award contracts for the utility projects Capital Improvement Plan (CIP) prior to the issuance of bonds. This agenda item will allow for the issuance of Utility System Revenue Bonds to reimburse the City funds used for these projects. The City intends to issue bonds in an amount not to exceed $114,000,000 to fund Water, Wastewater, Stormwater, and Gas projects included in the Capital Improvement plan. Debt for revenue bonds is issued if actual expenditures or encumbrances have been incurred. The breakdown for the new money issuance is as follows: Water $40,000,000 Wastewater $45,000,000 Stormwater $25,000,000 Gas $4,000,000 TOTAL $114,000,000 In addition to the project funding, the City may issue bonds in an amount not to exceed $186,645,000 for up to $8,700,000 in current refundings and $178,445,000 for the tendering of outstanding bonds. Both the current refundings and the tendering transactions will be for savings, and the City will only move forward with these transactions if the savings achieved exceed a minimum savings of $205,000 or 2.5%. Issuing bonds is a multi-step process. Staff met with rating agencies the week of May 29, 2023 with expected ratings issued the week of June 12, 2023. The sale of the bonds is expected mid-June depending on market conditions with the financing closing in August. The City Council will be updated with the final results of the issuance at completion. ALTERNATIVES: n/a FISCAL IMPACT: The fiscal impact of this ordinance is that it will generate $114,000,000 in bond proceeds for use on utility system improvements approved in the CIP budget and possibly refund or tender bonds totaling $186,645,000 for savings. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE NO. ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF ITS UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS IN ONE OR MORE SERIES (AS DESIGNATED BY PURPOSE AND SERIES) FOR WATER, WASTEWATER, AND STORMWATER UTILITY IMPROVEMENTS IN AN AMOUNT NOT TO EXCEED $114,000,000 AND REFINANCINGS IN AN AMOUNT NOT TO EXCEED $186,645,000, WITHIN SET PARAMETERS AND ACCORDING TO THE PLAN OF FINANCE SET BY THE CITY'S FINANCIAL ADVISORS; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A FIRST AND PRIOR LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S UTILITY SYSTEM ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING UTILITY SYSTEM REVENUE OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE,AND DELIVERY OF ONE OR MORE SERIES OF BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF ONE OR MORE OFFICIAL STATEMENTS PERTAINING THERETO; AUTHORIZING THE EXECUTION OF ONE OR MORE PAYING AGENT/REGISTRAR AGREEMENTS, ONE OR MORE ESCROW AGREEMENTS, AND ONE OR MORE PURCHASE CONTRACTS; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL OFFICER, DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF EACH SERIES OF BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, and there are currently Outstanding, revenue bonds (the Previously Issued Parity Obligations) secured by a first and prior lien on and pledge of the Net Revenues (hereinafter defined) of the City's combined utility systems (as further described and defined herein, the System); and WHEREAS,in the City ordinances authorizing the issuance of the Previously Issued Parity Obligations, the City reserved the right to issue revenue bonds on a parity with the Previously Issued Parity Obligations (hereinafter defined)from time to time outstanding; and WHEREAS, the City Council has heretofore issued, and there are currently outstanding, obligations supported by a lien on and pledge of the Net Revenues of the System that are inferior to the lien thereon and pledge thereof securing the Previously Issued Parity Obligations (the Previously Issued Subordinate Lien Obligations); and 133883231.6 WHEREAS, the City Council has determined for the purpose of improving the credit quality of its Previously Issued Parity Obligations, which has become its primary lien for issuing System debt, that it will no longer issue"Priority Bonds"which were previously secured by a first and prior lien on and pledge of the Net Revenues of the System; and WHEREAS, on the date hereof, no Priority Bonds remain outstanding and all System revenue obligations previously subordinate and inferior to the Priority Bonds in priority of lien on and pledge of Net Revenues have been elevated in kind and as hereinbefore stated, and all Previously Issued Parity Obligations hereinbefore issued with a "Junior Lien" designation are secured by a first and prior lien on and pledge of the Net Revenues and the Bonds (defined herein) and any Additional Senior Lien Obligations (defined herein) shall be secured by a first and prior lien on and pledge of the Net Revenues on parity with the Previously Issued Parity Obligations; and WHEREAS, the City Council has determined that the Bonds and any additional bonds issued on parity with the Previously Issued Parity Obligations bear the designation"Senior Lien" to evidence the first and prior lien on and pledge of the Net Revenues is the primary lien for issuing System debt; and WHEREAS, the City Council does not intend to issue System debt bearing the "Junior Lien" designation while any Previously Issued Parity Obligations bearing the "Junior Lien" designation remain Outstanding; and WHEREAS, the City Council has determined that a new series of Senior Lien Obligations payable from and equally and ratably secured solely by a first and prior lien and pledge of the Net Revenues of the System on parity with the lien on and pledge of the Net Revenues securing the Previously Issued Parity Obligations should be issued for the purpose of designing, planning, building, improving, extending, enlarging, and repairing the System; and WHEREAS, pursuant to the provisions of Chapter 1371, as amended, Texas Government Code (Chapter 1371) and Chapter 1502, as amended, Texas Government Code (Chapter 1502), and the City's Home Rule Charter, the City Council is authorized to issue revenue bonds; and WHEREAS, there are currently outstanding obligations in the aggregate principal amount of at least$[ ],being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code, as amended (Chapter 1207), the City Council is authorized to issue revenue and refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations or directly with any place of payment for the Refunded Obligations, or other authorized depository, and such deposit, when made in accordance with Chapter 1207, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 requires that the deposit of the proceeds from the sale of the revenue and refunding bonds be deposited directly with any designated escrow agent for the 133883231.6 -2- Refunded Obligations, or directly with any place of payment for the Refunded Obligations, or other authorized depository, that is not the depository bank of the City; and WHEREAS, The Bank of New York Mellon Trust Company,N.A.,Dallas, Texas currently serves as the paying agent for the Refunded Obligations disclosed on Schedule I hereto; and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, which is not a depository bank of the City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined); and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, which is not a depository bank of the City, is appointed and will serve as the Escrow Agent(hereinafter defined)for the refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the Bonds herein authorized and such refunding will result in a net present value saving of approximately $[ ] ([ ]%), which is more than [ %, and a gross savings of $[ ], taking into account the City's cash contribution of $[ ]; and WHEREAS, the City Council hereby finds and determines that, pursuant to applicable Texas law,the delegation to a Pricing Officer with the authority to execute an Approval Certificate (a form of which is attached hereto as Schedule 11) to approve the final terms of each series of Bonds as set forth in respective Approval Certificate is in the best interest of the City; and WHEREAS, the revenue and refunding bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including the Act (defined herein), and the terms of this Ordinance(hereinafter defined),for the purposes set forth in this Ordinance; and now therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Authorization - Designation - Principal Amount - Purpose. Revenue improvement and refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of[ ]AND NO/100 DOLLARS to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2023 (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) designing, planning, building, improving, extending, enlarging, and repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii) paying the costs of issuance relating thereto. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Senior Lien Pledged Revenues, which includes a first and prior lien on and pledge of Net Revenues that is on parity with the lien thereon and pledge thereof securing the repayment of the Previously Issued Parity Obligations and is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to 133883231.6 -3- the authority conferred by and in conformity with the laws of the State of Texas, including, particularly, Chapter 1207, Chapter 1371, and Chapter 1502 (collectively, the Act). As authorized by the Act, the Pricing Officer is hereby authorized, appointed, and designated as the officer of the City authorized to individually act on behalf of the City in selling and delivering one or more series of revenue improvement and/or refunding bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the following terms and provisions for each series of revenue improvement and/or refunding bonds: A. whether such series of bonds shall be issued as revenue improvement, refunding, or revenue improvement and refunding bonds, and if refunding or revenue improvement and refunding bonds, the identification and selection from the Refunding Candidates and Target Bond Candidates (defined herein) of those City obligations to be included as the Refunded Obligations refunded with the proceeds of such series of bonds or purchased for cancellation in accordance with the Invitation (defined herein) and the method for determining the purchase price for each maturity of the Refunded Obligations subject to the Tender Offer(defined herein), designation of an information agent and tender agent related to and the principal amount and purchase price of the Refunded Obligations to be tendered pursuant to the Tender Offer and accepted for purchase and cancellation, overseeing the preparation and distribution of the Invitation with respect to the Refunded Obligations, overseeing the preparation and execution of a dealer manager agreement and an agreement with the information agent and tender agent relating to the Invitation and the Tender Offer; B. the style of each series of bonds, which style indicates (with respect to each series of bonds) the use of proceeds thereof, calendar year of issuance, and (if necessary or desired) a 133883231.6 -4- letter or other sequential identification indicating that multiple series of bonds of the same or similar type have been or will be issued hereunder during a particular calendar year; C. the aggregate principal amount of each series of bonds, as well as the principal amount of each stated maturity within a series of bonds; D. the rate of interest to be borne on the principal amount of each stated maturity within a series of bonds and the interest payment dates for such series of bonds; E. the Dated Date for each series of bonds; F. whether such series of bonds is sold pursuant to a competitive or negotiated sale based upon the advice of the City's financial advisor; G. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to each series of bonds; H. whether or not to issue such series of bonds on a taxable or tax-exempt basis and, if on a tax-exempt basis, subject to market conditions at the time of pricing and sale of such series of bonds; I. the pricing of each series of bonds, including use of premium, discount, underwriters' compensation, and costs of issuance; J. the selection of the bond insurer and/or debt service reserve fund surety provider, if any, with respect to the Bonds. If the Pricing Officer chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then the Pricing Officer shall be permitted to execute an insurance or similar reimbursement agreement in substantially the form attached hereto as Exhibit H(which form is hereby approved)in connection with such purchase; K. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the applicable series of bonds, to consist of one (1) or more financial institutions included in the City's approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate,which approval, replacement, and establishment (if any) shall supersede prior action or actions of the City Council concerning the same. The Bonds shall be issued within the following parameters: A. the principal amount of the Bonds issued hereunder shall not exceed $300,645,000, being the sum of"new money" Bonds in the principal amount not to exceed $114,000,000, and "refunding"Bonds(determined as the amount of principal of such Bonds allocated to the refunding of the Refunded Obligations)in the principal amount not to exceed$8,200,000, and a tender in the principal amount not to exceed $178,445,000; 133883231.6 -5- B. the maximum maturity of any series of Bonds shall not occur later than July 15, 2053; C. the refunding of the Refunded Obligations by the Bonds shall produce net present value savings, determined on a comparative basis to the prior debt service on Refunded Obligations then being refunded by the Bonds, of at least 2.5%, taking into account any City contribution; and D. the true interest cost on each series of Bonds shall not exceed a rate greater than 5.25% per annum; E. the final series of Bonds hereunder issued shall be sold on or before June 13, 2024 (though the initial delivery of a particular series of Bonds may occur within a reasonable period of time occurring thereafter, as determined by the Pricing Officer). The Pricing Officer, acting for and on behalf of the City, is authorized, with respect to a series of bonds,to complete and execute an Approval Certificate,in substantially the form attached hereto as Schedule II. The execution of the Approval Certificate shall evidence the sale date of each series of Bonds by the City to the initial purchasers thereof in accordance with the provisions of Chapter 1207 and Chapter 1371 and as set forth in Schedule 11. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of a series of Bonds pursuant to the delegated authority granted hereunder and to reflect such final terms for such series of Bonds, which includes (A) completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the particular series of Bonds then being issued, (B) selection of the appropriate terms to reflect the final transaction structure and terms of sale evidenced in an applicable Approval Certificate, (C) if applicable, completion of Schedule I with those Refunding Candidates and Target Bond Candidates selected as Refunded Obligations to be refunded with the proceeds a particular series of Bonds issued as refunding bonds or refunding and revenue improvement bonds, and (D) such other necessary technical modifications to this Ordinance (including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing, the Pricing Officer is authorized to execute, as the act and deed of the City and on behalf of the City Council, any and all contracts, agreements, letters, and certificates, relative to any series of Bonds that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of Bonds hereunder. It is further provided, however, that notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one (1) of the four (4) highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only; shall be dated [ ] [ ], 2023 (the Dated Date); shall be in denominations of$5,000 or any integral multiple thereof, shall be lettered"R-" and numbered consecutively from One(1)upward; and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on , 2023), or the most recent Interest Payment Date (hereinafter defined)to which interest has been paid or duly provided for,to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: 133883231.6 -6- Stated Maturities Jul 15 Principal Amounts ($) Interest Rates N The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above, computed on the basis of a 360-day year of twelve 30-day months, and interest thereon shall be payable semiannually on January 15 and July 15 of each year (each, an Interest Payment Date), commencing January 15, 2024, while the Bonds are Outstanding. SECTION 3. Payment of Bonds - Interest Payments - Paying A eg nt/Re 's trar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder(hereinafter defined) of the Bonds. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the 133883231.6 -7- Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Both principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register(the Holder or Holders)maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (defined herein) for purposes of payment of interest thereon and(ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or upon prior redemption of the Bonds. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of, and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the last business day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i)by check sent by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or(ii)by such other method, acceptable to the Paying Agent/Registrar,requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States Mail, first-class postage prepaid, to the address of each Holder appearing on the 133883231.6 -8- Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption. The Bonds stated to mature on July 15, 20 and July 15, 20 are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on July 15 in each of the years as set forth below: Term Bonds Term Bonds Stated to Mature on Stated to Mature on July 15, 20 July 15, 20 Principal Principal Year Amount($) Year Amount M *Payable at Stated Maturity. The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (i) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (ii) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (iii) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Bonds having Stated Maturities on and after July 15, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on July 15, 20 , or any date thereafter, as a whole or in part, in principal amounts of$5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right, or of the requirement, as applicable, to redeem Bonds, the principal amount of each Stated 133883231.6 -9- Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the City Council. D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed,the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication,journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street dournal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall(i) specify the date of redemption for the Bonds, (ii)identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required (i)to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or(ii)to transfer or exchange any Bond selected for redemption, provided; however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5. Execution-Registration. The Bonds shall be executed on behalf of the City by its Mayor, its seal reproduced or impressed thereon, and attested by the City Secretary, or designee. The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing 133883231.6 -10- the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (defined herein), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Holder of a Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C,executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature for the Initial Bond only, or a certificate of registration substantially in the form provided in Section 8D for Bonds other than the Initial Bond, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence,that such Bond has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds and of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds, to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof,the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. 133883231.6 -1 1- Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 27 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7. Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a single fully-registered Bond in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or(ii) as one (1)fully-registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) and, in either case, the Initial Bond shall be registered in the name of the initial purchasers or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchasers. Any time after the delivery of the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification(including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements(including any reproduction of an opinion of Bond Counsel(hereinafter referenced)) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 133883231.6 -12- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2023 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: , 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas(the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption), and to pay interest on the unpaid Principal Amount hereof from the Closing Date(anticipated to occur on 2023)or from the most recent Interest Payment Date(hereinafter defined)to which interest has been paid or duly provided for,to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of 30-day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing January 15, 2024. Principal and premium,if any, of the Bond shall be payable to the Registered Owner hereof (the Holder) upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond(or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on the appropriate date of payment by United States Mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. This Bond is one of the series specified in its title issued in the aggregate principal amount of$[ ] (the Bonds) pursuant to an ordinance adopted by the governing body of the City 133883231.6 -13- (the Ordinance), for the purpose of (i) designing, planning, building, improving, extending, enlarging, and repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii) paying the costs of issuance related thereto, all in conformity with the laws of the State of Texas, particularly the City's Home Rule Charter and the Act, and the Ordinance. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Senior Lien Pledged Revenues, which includes a first and prior lien on and pledge of Net Revenues that is on parity with the lien thereon and pledge thereof securing the repayment of the Previously Issued Parity Obligations and that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds stated to mature on July 15, 20 and July 15, 20 are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part,by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on July 15 in each of the years as set forth below: Term Bonds Term Bonds Stated to Mature on Stated to Mature on July 15, 20 July 15, 20 Principal Principal Year Amount($) Year Amount($) *Payable at Stated Maturity. The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (i) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (ii) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (iii) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Bonds stated to mature on and after July 15, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on July 15, 20 or on any date, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States mail, first-class postage prepaid, to Holders of the Bonds to 133883231.6 -14- be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of$5,000, portions of the principal sum hereof in installments of$5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar,interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. In the event of a partial redemption of the principal amount of this Bond, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Bond to the corporate trust office of the Paying Agent/Registrar and, there shall be issued to the registered owner hereof, without charge, a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45)days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are special obligations of the City, issued as Senior Lien Obligations, payable from and equally and ratably secured by a lien on and pledge of the Senior Lien Pledged Revenues, being (primarily) a first and prior lien on and pledge of the Net Revenues derived from the operation of the City's combined utility systems (as further described in the Ordinance, the System), that is on parity with the lien thereon and pledge thereof securing the repayment of the Previously Issued Parity Obligations and that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Additional Senior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge,lien, or encumbrance upon any property of the City or System, except with respect to the Senior Lien Pledged Revenues. The Holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description and nature of the Senior Lien Pledged Revenues pledged for the payment of the Bonds; the terms and conditions under 133883231.6 -15- which the City may issue Additional Senior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations,bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date)will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail,first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding special obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by a pledge of and lien on the Senior Lien Pledged Revenues. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank] 133883231.6 -16- IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of the City, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of the City has been duly affixed to, printed, lithographed or impressed on this Bond. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) [The remainder of this page intentionally left blank.] 133883231.6 -17- C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) * Note to Printer: Not to appear on printed Bonds D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within-mentioned Ordinance; the Bond or Bonds of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., DALLAS, TEXAS, as Paying Agent/Registrar By: Authorized Signature * Note to Printer: to appear on printed Bonds 133883231.6 -18- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 133883231.6 -19- F. Form of Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (1) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed"as shown below"; (2) the first two paragraphs shall read as follows: The City of Corpus Christi, Texas(the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur on , 2023), or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of 30-day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing January 15, 2024. Principal of this Bond shall be payable to the Registered Owner hereof(the Holder), upon its presentation and surrender, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. [END OF FORMS] 133883231.6 -20- G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for the Bonds, the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the bond insurer, to appear under the following header: [BOND INSURANCE] SECTION 9. Definitions. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 32 and 46 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated"Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii)the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Accountant shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. B. The term Additional Senior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Senior Lien Pledged Revenues, such pledge to include a pledge of Net Revenues that is senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of any Subordinate Lien Obligations and any Inferior Lien Obligations now Outstanding or hereafter issued by the City, and(ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Senior Lien Pledged Revenues (including the Previously Issued Parity Obligations), as determined by the City Council in accordance with applicable law. C. The term Additional Subordinate Lien Obligations shall mean(i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that is included in Senior Lien Pledged Revenues, but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and on parity with the lien on and pledge of the Net Revenues securing the payment of the then-Outstanding Subordinate Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by 133883231.6 -21- such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. D. The term Approval Certificate shall mean a written instrument from time to time executed by the Authorized Official in accordance with Section 1 of this Ordinance. E. The term Authorized Official shall mean the City Manager, each Assistant City Manager, Chief Financial Officer, Director of Finance and Procurement, City Secretary, and City Attorney of the City. F. The term Average Annual Debt Service Requirements shall mean that average amount which, at the time of computation, will be required to pay the Debt Service Requirements of obligations when due and derived by dividing the total of such Debt Service Requirements by the number of years then remaining before final Stated Maturity. The calculation of Average Annual Debt Service Requirements shall be net of(1) capitalized interest from bond proceeds and (2) the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Senior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Senior Lien Obligations to which it relates. G. The term Bonds shall mean the $[� ] "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2023", dated [ ] [ ], 2023, authorized by this Ordinance. H. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. I. The term Capital Additions shall mean a reservoir or other water storage facilities, a water or wastewater treatment plant or an interest therein, an electric generation facility and/or distribution system or an interest therein, a gas distribution system or an interest therein and associated transmission facilities with respect to each and any combination thereof, which shall become a part of the System. J. The term Capital Improvements shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. K. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. L. The term Closing Date shall mean the date of physical delivery of the Initial Bond in exchange for the payment in full by the Purchasers. M. The term Credit Agreement shall mean a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitments to purchase Debt, purchase or sale agreements,interest rate swap agreements, or commitments or other contracts or agreements authorized, recognized, and approved by the City as a Credit Agreement in connection with the authorization, issuance, 133883231.6 -22- security, or payment of any obligation authorized by Chapter 1371, as amended, Texas Government Code, and which includes any Credit Facility. N. The term CreditFacility shall mean(i)a policy of insurance or a surety bond,issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, or(ii) a letter or line of credit issued by any financial institution. O. The term Credit Provider shall mean any bank, financial institution, insurance company, surety bond provider, or other institution which provides, executes, issues, or otherwise is a party to or provider of a Credit Agreement or Credit Facility. P. The term Dealer Manager shall mean [ ]. Q. The term Debt shall mean (1) all indebtedness payable from Net Revenues and/or Senior Lien Pledged Revenues incurred or assumed by the City for borrowed money (including indebtedness payable from Net Revenues and/or Senior Lien Pledged Revenues arising under Credit Agreements) and all other financing obligations of the System payable from Net Revenues and/or Senior Lien Pledged Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Senior Lien Pledged Revenues and/or Net Revenues (except indebtedness not treated as Debt hereunder)for borrowed money or for the acquisition, construction, or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly,in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with the proper depository (i) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (ii) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. R. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; 133883231.6 -23- assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (i) that the interest rate for every 12-month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor) at the time of calculation as the"Revenue Bond Index" or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer(or its successor)at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non—permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto (in each case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection with any such obligations,Debt Service Requirements shall be computed by netting the amounts payable to the City under such hedge agreement from the amounts payable by the City under such hedge agreement and such obligations. S. The term Depository shall mean an official depository bank of the City. T. The term Engineer shall mean an individual, firm, or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to a combined municipal utility system similar to the System and such individual, firm, or corporation may be employed by, or may be an employee of, the City. U. The term Fiscal Year shall mean the twelve month accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City, presently being that period commencing on October 1 of each year and ending on the following September 30. V. The term Government Securities shall mean: (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America, or (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. When the Previously Issued Parity Obligations issued on or before August 25, 2016, are no longer Outstanding, the term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable 133883231.6 -24- obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. W. The term Gross Revenues shall mean all revenues, income, and receipts derived or received by the City from the operation and ownership of the System,including the interest income from the investment or deposit of money in any Fund created or confirmed by this Ordinance or maintained by the City in connection with the System, other than those amounts subj ect to payment to the United States of America as rebate pursuant to section 148 of the Code. X. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. Y. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, which pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that is included in Senior Lien Pledged Revenues, that is or will be pledged to the payment of the Subordinate Lien Obligations, and that is on parity with the lien on and pledge of the Net Revenues securing the payment of the then- Outstanding Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. Z. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being January 15 and July 15 of each year, commencing January 15, 2024, while any of the Bonds remain Outstanding. AA. The term Invitation shall have the meaning given such term in Section 53 of this Ordinances. BB. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. CC. The term Operating Expenses shall mean the expenses of operation and maintenance of the System, including all salaries, labor, materials, repairs, and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City, reasonably and fairly exercised by the passage of appropriate ordinances, are necessary to render adequate service, or such as might be necessary to meet some physical accident or condition which would otherwise impair any Senior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, or other Debt of the System. Operating Expenses shall include the purchase of water, sewer and gas services as received from other entities and the expenses related thereto and, to the extent permitted by a change in law(and receipt of an opinion as to legality from a firm of nationally recognized bond counsel), Operating Expenses may include payments made on or in respect of obtaining and maintaining any Credit Facility. Operating Expenses shall never include any allowance for depreciation, property retirement, 133883231.6 -25- depletion, obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or any Debt. DD. The term Ordinance shall mean this Ordinance adopted by the City Council on June 13, 2023 authorizing the issuance of the Bonds. EE. The term Outstanding shall mean when used in this Ordinance with respect to all Debt means, as of the date of determination, all Debt except: (1) those Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations for which payment has been duly provided by the City in accordance with the provisions of Section 34 of this Ordinance; and (3) those Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations that have been mutilated, destroyed,lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 27 of this Ordinance. FF. The term Paying Agent/Registrar shall mean the financial institution specified in Section 3 of this Ordinance, or its herein-permitted successors and assigns. GG. The term Previously Issued Parity Obligations shall mean, as of the Closing Date the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a lien on and pledge of the Senior Lien Pledged Revenues which includes a first and prior lien on and pledge of Net Revenues of the System that is superior to the lien thereon and pledge thereof securing the Subordinate Lien Obligations and Inferior Lien Obligations, identified as follows: (1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2012", dated November 15, 2012, in the original principal amount of$69,085,000; (2) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012", dated November 15, 2012, in the original principal amount of$155,660,000; (3) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013", dated November 1, 2013, in the original principal amount of$97,930,000; (4) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2015", dated July 1, 2015, in the original principal amount of $46,990,000; 133883231.6 -26- (5) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015A", dated March 1, 2015,in the original principal amount of$93,600,000; (6) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015C", dated July 1, 2015, in the original principal amount of$101,385,000; (7) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2016", dated August 1, 2016, in the original principal amount of $80,415,000; (8) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017", dated March 15, 2017, in the original principal amount of $51,215,000; (9) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017", dated October 1, 2017,in the original principal amount of$2,750,000; (10) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Improvement Refunding Bonds, Series 2019", dated September 15, 2019, in the original principal amount of$93,425,000; (11) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement and Refunding Bonds, Series 2020A", dated July 15, 2020, in the original principal amount of$133,765,000; (12) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Taxable Series 202013", dated July 15, 2020, in the original principal amount of$183,635,000; (13) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, New Series 2020C", dated November 1, 2020, in the original principal amount of$11,425,000; (14) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Notes, Taxable New Series 2021A", dated April 1, 2021, in the original principal amount of $35,000,000; (15) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2022A", dated June 15, 2022, in the original principal amount of$3,561,000; (16) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 202213", dated July 15, 2022, in the original principal amount of$92,465,000; and 133883231.6 -27- (17) Upon issuance, the Bonds [and the Series 2023A Bonds / Series 2023B Bonds]. HH. The term Previously Issued Subordinate Lien Obligations shall mean the "City of Corpus Christi, Texas Utility System Subordinate Lien Revenue Refunding Bonds, Series 2018", dated February 15, 2018, in the original principal amount of$34,835,000. II. The term Pricing Officer shall mean either of the City Manager,the Chief Financial Officer, or Director of Finance and Procurement,respectively, of the City(which shall include any person serving in the foregoing capacity on an interim or non-permanent basis). JJ. The term Prudent Utility Practice shall mean any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to the practices,methods and acts engaged in or approved by a significant portion of the public utility industry prior thereto, known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act at the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is owned in common with one or more other entities, the term "Prudent Utility Practice", as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. KK. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 28 of this Ordinance. LL. The term Refunding Candidates shall mean the following obligations of the City from which certain of the Refunded Obligations are selected by the Pricing Officer: (1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013", dated November 1, 2013, in the original principal amount of$97,930,000, and stated to mature on July 15 in each of the years 2024 through 2026, in the aggregate principal amount of$ to be redeemed on [ ] [ ] 2023. MM. The term Required Reserve Amount shall have the meaning given such term in Section 14 of this Ordinance. NN. The term Reserve Fund shall have the meaning given such term in Section 14 of this Ordinance. 00. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of this Ordinance. PP. The term Senior Lien Obligations shall mean (i) the Previously Issued Parity Obligations, (ii) any Additional Senior Lien Obligations, and (iii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien 133883231.6 -28- on and pledge of the Senior Lien Pledged Revenues, which includes a first and prior lien on and pledge of Net Revenues that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. QQ. The term Senior Lien Pledged Revenues shall mean (i) the Net Revenues plus (ii) any additional revenues, income, receipts, or other resources including, without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Bonds, and at the City's discretion, any Additional Senior Lien Obligations, and excluding those revenues excluded from Gross Revenues. RR. [The term [Series 2023A Bonds / Series 2023E Bonds] shall mean the ["City of Corpus Christi, Texas Utility System Senior Lien Revenue Improvement Bonds, Series 2023A" / "City of Corpus Christi, Texas Utility System Senior Lien Revenue Refunding Bonds, Series 202313"], to be issued concurrently with the issuance of the Bonds.] SS. The term Special Project shall mean, to the extent permitted by law, any water, sewer,wastewater reuse, or municipal drainage system property,improvement, or facility declared by the City, upon the recommendation of the City Council, not to be part of the System, for which the costs of acquisition, construction, and installation are paid from proceeds of Special Project Bonds (hereinafter defined)being a financing transaction other than the issuance of bonds payable from ad valorem taxes, Net Revenues, or Senior Lien Pledged Revenues, and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Net Revenues, or Senior Lien Pledged Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction, and installation under such Special Project Bonds. TT. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on July 15 of each year, as set forth in Section 2 of this Ordinance. UU. The term Subordinate Lien Obligations shall mean (i) the Previously Issued Subordinate Lien Obligations, (ii) any Additional Subordinate Lien Obligations, and (iii) any obligations issued to refund the foregoing payable and equally and ratably secured from a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof that is included in Senior Lien Pledged Revenues but superior to the lien thereon and pledge thereof securing the payment of the Inferior Lien Obligations, as determined by the City Council in accordance with any applicable law. VV. The term System shall mean and include, whether now existing or hereinafter added, the City's existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto including, to the extent permitted by law(and to be added at the sole discretion of the City), storm sewer and drainage within the waterworks system, solid waste disposal system, additional utility (including electricity), telecommunications, technology, and any other similar enterprise services, and all replacements, additions, and improvements to any of the foregoing, within or without the City limits; provided that, notwithstanding the foregoing, and to the extent now or hereafter 133883231.6 -29- authorized or permitted by law, the term System shall not include any waterworks, wastewater or gas facilities which are declared by the City to be a Special Project and not a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of Special Project Bonds, which are hereby defined as being special revenue obligations of the City which are not secured by or payable from all or part of the Net Revenues and/or Senior Lien Pledged Revenues, but which are secured by and payable solely from special contract revenues, or payments received from the City or any other legal entity, or any combination thereof, in connection with such facilities; and such revenues or payments shall not be considered as or constitute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such Special Project Bonds. WW. The term System Fund shall have the meaning given such term in Section 12 of this Ordinance. XX. The term Target Bond Candidates shall mean the following obligations of the City from which certain of the Refunded Obligations are selected by the Pricing Officer: (1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Taxable Series 202013", dated July 15, 2020, in the original principal amount of$183,635,000, and stated to mature on July 15 in each of the years 2024 through 2035, July 15, 2040, and July 15, 2043, in the aggregate principal amount of$ to be redeemed on [ ] [ ], 2023. YY. The term Tender Offer shall have the meaning given such term in Section 53 of this Ordinance. SECTION 10. Pledge of Senior Lien Pledged Revenues. A. The City hereby covenants and agrees that the Senior Lien Pledged Revenues of the System are hereby irrevocably pledged to the payment and security of the Senior Lien Obligations, including the establishment and maintenance of the special funds or accounts created for the payment and security thereof, all as hereinafter provided; and it is hereby ordained that the Senior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of the Senior Lien Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Senior Lien Pledged Revenues for the payment and security of the Senior Lien Obligations, shall be, prior in right and claim as to any other indebtedness, liability, or obligation of the City or the System. The Senior Lien Obligations are and will be secured by and payable only from the Senior Lien Pledged Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties whether real, personal, or mixed, constituting the System. B. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of Senior Lien Pledged Revenues granted by the City under subsection A of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Senior Lien Obligations are Outstanding and unpaid such that the pledge of the Senior Lien Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business&Commerce Code,then in order to preserve to the registered owners of the Senior Lien Obligations the perfection of the security interest in this pledge,the City Council 133883231.6 -30- agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 11. Rates and Charges. For the benefit of the Holders of the Bonds and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Senior Lien Obligations are Outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year sufficient: A. To pay all Operating Expenses, or any expenses required by statute to be a first claim on and charge against the Gross Revenues of the System. B. To produce Net Revenues, together with any other lawfully available funds, equal to at least 1.15 times Average Annual Debt Service Requirements on the then-Outstanding Senior Lien Obligations and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Senior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a first and prior lien on and pledge of the Net Revenues, including the Senior Lien Pledged Revenues, that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations; C. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the amounts that may be deposited in the special funds established for the payment of the Subordinate Lien Obligations; D. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on the Inferior Lien Obligations as the same become due and payable and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of the Senior Lien Obligations, and the Subordinate Lien Obligations; and E. To pay, together with any other lawfully available funds, any other legally incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part of the System. The determination of the amount of principal of and interest on any obligations identified in this Section for the purpose of confirming the sufficiency of System rates and charges shall be made after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of obligations irrevocably designated as refundable tax credit bonds pursuant to the City ordinance authorizing their issuance or otherwise relating thereto. 133883231.6 -31- SECTION 12. System Fund. The City hereby covenants, agrees, and ratifies its prior covenants and agreements that the Gross Revenues of the System shall be deposited, as collected and received, into a separate Fund or account (previously created and established and to be maintained with the Depository) known as the "City of Corpus Christi, Texas Utility System Revenue Fund" (the System Fund)and that the Gross Revenues of the System shall be kept separate and apart from all other funds of the City. All Gross Revenues deposited into the System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: A. First: To the payment of all necessary and reasonable Operating Expenses or other expenses required by statute to be a first charge on and claim against the revenues of the System. B. Second: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Parity Obligations, the Bonds, and any Additional Senior Lien Obligations hereafter issued by the City. C. Third: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City. D. Fourth: To the payment of the amounts that must be deposited in any special funds and accounts created and established for the payment, security, and benefit of any Inferior Lien Obligations hereafter issued by the City. Any Net Revenues remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, and for any other lawful purpose. SECTION 13. Bond Fund - Excess Funds. For purposes of providing funds to pay the principal of and interest on the currently Outstanding Senior Lien Obligations as the same become due and payable, the City agrees to maintain, at the Depository, a separate and special Fund or account to be created and known as the"City of Corpus Christi, Texas Utility System Senior Lien Revenue Improvement and Refunding Bonds Interest and Sinking Fund" (the Bond Fund). The City covenants that there shall be deposited by an Authorized Official into the Bond Fund prior to each principal and interest payment date from the available Net Revenues an amount equal to one hundred per cent (100%) of the amount required to fully pay the interest on and the principal of the currently Outstanding Senior Lien Obligations then falling due and payable, such deposits to pay maturing principal and accrued interest on the currently Outstanding Senior Lien Obligations to be made in substantially equal monthly installments on or before the 10th day of each month, beginning on or before the 10th day of the month next following the delivery of the Bonds to the Purchasers. As described further in Section 15 hereof, if the Senior Lien Pledged Revenues in any month are insufficient to make the required payments into the Bond Fund, then the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. The required monthly deposits to the Bond Fund for the payment of principal of and interest on the currently Outstanding Senior Lien Obligations shall continue to be made as hereinabove 133883231.6 -32- provided until such time as (i)the total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Senior Lien Obligations (principal and interest) or(ii) the Senior Lien Obligations are no longer Outstanding. Any proceeds of the Bonds, and investment income thereon, not expended for authorized purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Net Revenues of the System. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in such Fund from the Senior Lien Pledged Revenues. SECTION 14. Reserve Fund. To accumulate and maintain a reserve for the payment of the Bonds equal to 100%of the Average Annual Debt Service Requirements or such lesser amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal Year and as of the date of issuance of the Bonds and each series of Additional Senior Lien Obligations)for the Bonds (the Required Reserve Amount), the City hereby creates and establishes, and shall maintain at a Depository a separate and special fund known as the "Corpus Christi, Texas Utility System Senior Lien Revenue Improvement and Refunding Bonds Reserve Fund" (the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such purposes are insufficient and, in addition, may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve Fund; provided, however, that no such Credit Facility may be so substituted unless the substitution of the Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any nationally recognized rating agency to be lowered and the resolution authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that the interest due on any repayment obligation of the City by reason of payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use Senior Lien Pledged Revenues to fund the payment of (1) periodic premiums on the Credit Facility as a part of the payment of the City's Operating Expenses, and (2) any repayment obligation incurred by the City (including interest)to the Credit Provider, the payment of which will result in the reinstatement of such Credit Facility, prior to making payments required to be made to the Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the Required Reserve Amount for the Bonds. Until the issuance of any Additional Senior Lien Obligations (or as from time to time recalculated by the City as provided in the first paragraph of this Section), the Required Reserve 133883231.6 -33- Amount is $[ ] (inclusive of the Bonds and the [Series 2023A Bonds/ Series 2023B Bonds]). Of this amount, $[ ], representing the increase in the Required Reserve Amount attributable to the issuance of the Bonds and the [Series 2023A Bonds / Series 2023B Bonds], shall be deposited to the Reserve Fund at such time as may be required pursuant to the provisions of this Section from Revenues, paid from the System Fund at such level of priority as specified in Section 12,by the deposit of monthly installments,made on or before the 10th day of each month following the month in which such obligation to fund the Reserve Fund arises, of not less than 1/60th of the amount to be maintained in the Reserve Fund. As and when Additional Senior Lien Obligations are delivered or incurred, the Required Reserve Amount shall be increased, if required, to an amount calculated in the manner provided in the first paragraph of this Section. Any additional amount required to be maintained in the Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately after the delivery of the then proposed Additional Senior Lien Obligations or, at the option of the City, by the deposit of monthly installments, made on or before the business day before the 10th day of each month following the month of delivery of the then proposed Additional Senior Lien Obligations, of not less than 1/60th of the additional amount to be maintained in the Reserve Fund by reason of the issuance of the Additional Senior Lien Obligations then being issued (or 1/60th of the balance of the additional amount not deposited immediately in cash) (such deposits, the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of the appropriate Required Reserve Amount. When and for so long as the cash and investments in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount(other than as the result of the issuance of Additional Senior Lien Obligations as provided in the preceding paragraph), the City covenants and agrees to cure the deficiency in the Required Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the Senior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1/60th of the Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any such deficiency payments shall be made on or before the 10th day of each month until the Required Reserve Amount has been fully restored. The City further covenants and agrees that, subj ect only to the prior payments to be made to the Bond Fund, the Senior Lien Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount and to cure any deficiency in such amounts as required by the terms of this Ordinance and any other ordinance pertaining to the issuance of Additional Senior Lien Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the City Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the City for any other lawful purpose; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable State law. In the event a Credit Facility issued to satisfy all or a part of the City's obligation with respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Required Reserve Amount for the Bonds, the City may transfer such excess amount to any fund 133883231.6 -34- or funds established for the payment of or security for the Bonds(including any escrow established for the final payment of any such obligations pursuant to the provisions of Chapter 1207, as amended, Texas Government Code), or be used for any lawful purposes; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable State law. Notwithstanding anything to the contrary contained in this Section, the requirements set forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be suspended for such time as the Senior Lien Pledged Revenues for each Fiscal Year are equal to at least 110% of the Average Annual Debt Service Requirements. In the event that the Senior Lien Pledged Revenues for any two consecutive Fiscal Years are less than 110% (unless such percentage is below 100%in any Fiscal Year,in which case the hereinafter—specified requirements will commence after such Fiscal Year) of the Average Annual Debt Service Requirements, the City will be required to commence making the deposits to the Reserve Fund, as provided above, and to continue making such deposits until the earlier of(i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Senior Lien Pledged Revenues for a Fiscal Year have been equal to not less than 110% of the Average Annual Debt Service Requirements. SECTION 15. Deficiencies - Excess Senior Lien Pledged Revenues. A. If on any occasion there shall not be sufficient Senior Lien Pledged Revenues to make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Senior Lien Pledged Revenues, or from any other sources available for such purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. B. Subject to making the required deposits to the Bond Fund when and as required by any ordinance or resolution authorizing the issuance of the Senior Lien Obligations, the Subordinate Lien Obligations and any Inferior Lien Obligations, the excess Net Revenues of the System may be used by the City for any lawful purpose(as further provided in Section 12 hereof). SECTION 16. Payment of Bonds. While any of the Bonds are Outstanding, an Authorized Official shall cause to be transferred to the Paying Agent/Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds as such installment accrues or matures; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds. SECTION 17. Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Ordinance shall, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code (collateralized pursuant to the Public Funds Collateral Act, as amended, Chapter 2257, Texas Government Code), or any other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States 133883231.6 -35- of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association,Farmers Home Administration,Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time or times. Such investments (except State and Local Government Series investments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 18. Covenants. It is expressly recognized that prior to the issuance of any Additional Senior Lien Obligations, Additional Subordinate Lien Obligations, or Inferior Lien Obligations, that the City must comply with each of the conditions precedent contained in this Ordinance and the City ordinances. A. Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance authorizing the issuance of Senior Lien Obligations; it will promptly pay or cause to be paid the principal amount of and interest on all Debt, on the dates and in the places and manner prescribed in such ordinances and such Debt; and it will, at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the System Fund and the Funds herein created; and any registered owner of any Debt may require the City, its officials and employees to carry out, respect or enforce the covenants and obligations of this Ordinance, or any ordinance authorizing the issuance of Debt, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the City, its officials and employees. B. City's Legal Authority. Itis a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to issue the Bonds; that all action on its part for the issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. C. Acquisition and Construction; Operation and Maintenance. (1)It shall use its best efforts in accordance with Prudent Utility Practice to acquire and construct, or cause to be acquired and constructed, any Capital Additions or Capital Improvements,in accordance with the plans and specifications therefor, as modified from time to time, with due diligence and in a sound and economical manner; and(2)it shall at all times use its best efforts to operate or cause to be operated the System properly and in an efficient manner, consistent with Prudent Utility Practice, and shall use its best efforts to maintain, preserve, reconstruct and keep the same or cause the same to be so maintained, preserved, reconstructed and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or use its 133883231.6 -36- best efforts to cause to be made, all necessary and proper repairs,replacement and renewals so that at all times the operation of the System may be properly and advantageously conducted. D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the lands, buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the owners of the Senior Lien Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Senior Lien Pledged Revenues to the payment of the Senior Lien Obligations in the manner prescribed herein, and has lawfully exercised such rights. E. Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges,if any,which shall be lawfully imposed upon it, or the System;it will pay all lawful claims for rents,royalties,labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, laborer's, materialman's or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided however,that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. F. No Free Service. No free service or service otherwise than in accordance with the established rate schedule shall be furnished, directly or indirectly, by the System to any person, firm, corporation or other entity, other than the City. No part of the salary of any official or employee of the City or his replacement shall be paid from Senior Lien Pledged Revenues unless and only to the extent the duties and performances of such official or employee or his replacement appertain directly to the System. To the extent the City receives the services of the System, such services shall be accounted for according to the established rate schedule. G. Further Encumbrance. It will not additionally encumber the Net Revenues of the System in any manner, except as permitted in this Ordinance (which provisions are also included in other City ordinances authorizing other series of Senior Lien Obligations). H. Sale, Lease or Disposal of Property. No part of the System shall be sold, leased, mortgaged, demolished, removed or otherwise disposed of, except as follows: (1) To the extent permitted by law, the City may sell or exchange at any time and from time to time any property or facilities constituting part of the System only if(A) it shall determine such property or facilities are not useful in the operation of the System, or(B)the proceeds of such sale are $250,000 or less, or it shall have received a certificate executed by an Engineer and the City Manager stating,in their opinion,that the fair market value of the property or facilities exchanged is $250,000 or less, or(C)if such proceeds or fair market value exceeds $250,000 it shall have received a certificate executed by an Engineer and the City Manager stating (i) that system within the System of which the property or facilities comprises a part thereof and (ii) in their opinion, that the sale or 133883231.6 -37- exchange of such property or facilities will not impair the ability of the City to comply during the current or any future Fiscal Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (i) be used to redeem or purchase Debt, or (ii) otherwise be used to provide for the payment of Debt. The foregoing notwithstanding, if such property or facilities sold or exchanged constituted property or facilities comprising all or a part of a system within the System, the acquisition, improvement or extension of such system having not been financed by the City in any manner with the proceeds of Debt, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Debt, then the City may utilize the proceeds of such sale or exchange for any lawful purpose; and (2) To the extent permitted by law, the City may lease or make contracts or grant licenses for the operation of, or make arrangements for the use of, or grant easements or other rights with respect to, any part of the System, provided that any such lease, contract, license, arrangement, easement or right(A) does not impede the operation by the City of the System and (B) does not in any manner impair or adversely affect the rights or security of the owners of the Debt under this Ordinance; and provided, further, that if the depreciated cost of the property to be covered by any such lease, contract, license, arrangement, easement or other right is in excess of$500,000, the City shall have received a certificate executed by an Engineer and the City Manager that the action of the City with respect thereto does not result in a breach of the conditions under this clause (2). Any payments received by the City under or in connection with any such lease, contract,license, arrangement, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. I. Books, Records and Accounts. It shall keep proper books, records and accounts separate and apart from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the System and the City shall cause said books and accounts to be audited annually as of the close of each Fiscal Year by the Accountant. J. Insurance. (1) Except as otherwise permitted in clause (2) below, it shall cause to be insured such parts of the System as would usually be insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor,the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the bondholders and their representatives at all reasonable times. 133883231.6 -38- (2) In lieu of obtaining policies for insurance as provided above, the City may self-insure against risks, accidents, claims or casualties described in clause (1) above. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and listing the areas of insurance for which the City is self-insuring, all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. K. Audits. After the close of each Fiscal Year while any Debt is Outstanding, an audit will be made of the books and accounts relating to the System and the Net Revenues by the Accountant. Such annual audit reports shall be open to the inspection of the registered owners of Debt and their agents and representatives at all reasonable times. L. Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises,permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises,permits, authorization and other requirements applicable to or necessary with respect to the acquisition,construction, equipment, operation and maintenance of the System. M. No Competition. To the extent it legally may, it will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as a substitute for the System's facilities, and, to the extent that it legally may, the City will prohibit any such competing facilities. N. Rights of Inspection. The Engineer or any registered owner of $100,000 in aggregate principal amount of the Debt then Outstanding shall have the right at all reasonable times to inspect the System and all records, accounts and data of the City relating thereto, and upon request the City shall furnish to an Engineer or such registered owner, as the case may be, such financial statements, reports and other information relating to the City and the System as an Engineer or such registered owner may from time to time reasonably request. SECTION 19. Issuance of Additional Senior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Additional Senior Lien Obligations, secured by and payable from the Senior Lien Pledged Revenues,which includes(primarily)a first and prior lien on and pledge of Net Revenues that is senior and superior to the lien there on and pledge thereof securing the repayment of the 133883231.6 -39- Subordinate Lien Obligations and any Inferior Lien Obligations, upon satisfying each of the following conditions precedent: (1) The City Manager(or other officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating(i)that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding relating to any obligations of the City payable from and secured by a lien on and pledge of the Net Revenues and (ii)that the amounts on deposit in all Funds or Accounts created and established for the payment and security of all Outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues are the amounts then required to be deposited therein. Such certificate shall be dated on or before the date of delivery of such Additional Senior Lien Obligations,but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Senior Lien Obligations. (2) Conditions Precedent for Issuance of Additional Senior Lien Obligations - Capital Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Senior Lien Obligations will not be issued for the purpose of financing Capital Improvements, or for any other lawful purpose (except for Capital Additions or for refunding, which are to be issued in accordance with the provisions of Subsection (3) of this Section and Section 20 hereof, respectively) unless and until the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings (hereinafter defined)for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Senior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Senior Lien Obligations after giving effect to the Additional Senior Lien Obligations then proposed. The foregoing notwithstanding, the City covenants and agrees that Additional Senior Lien Obligations may not be issued for the purpose of financing Capital Improvements when other Outstanding Senior Lien Obligations which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Senior Lien Obligations has been provided for at least the twelve months subsequent to the date of issuance of the Additional Senior Lien Obligations then proposed to be issued, unless the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has either (1) complied with the relevant conditions in this Subsection as set forth above, or (2)if the relevant conditions of this Subsection (2) as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(i) and (ii) of this Section (but, for purposes of such clauses, the term Capital Improvements shall be substituted for the term Capital Additions where the term Capital Additions appears therein to the extent necessary to give recognition to the fact that Capital Improvements, rather than Capital Additions, are then to be financed) and has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Senior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements 133883231.6 -40- for all then-Outstanding Senior Lien Obligations (other than Senior Lien Obligations issued for Capital Additions for which capitalized interest has been provided for at least the twelve months subsequent to the date of issuance of the Additional Senior Lien Obligations proposed to be issued) after giving effect to the Additional Senior Lien Obligations then proposed to be issued. (3) Conditions Precedent for Issuance of Additional Senior Lien Obligations - Capital Additions: Initial Issue. The City covenants and agrees that Additional Senior Lien Obligations will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection (1) above have been satisfied and, in addition thereto, either the relevant conditions precedent specified in Subsection (1) above are satisfied or, in the alternative, the City shall have obtained: (i) from an Engineer a comprehensive engineering report for each Capital Addition to be financed, which report shall (A)contain(1)detailed estimates of the cost of acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and construction of the Capital Addition will be completed and commercially operative, and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the construction thereof and for at least five Fiscal Years after the date the Capital Addition becomes commercially operative, and(B) conclude that(1)the Capital Addition is necessary and will substantially increase the capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2)the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of an Engineer to the effect that, based on an engineering report prepared thereby for each Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the engineering report) will be equal to at least 1.15 times the Average Annual Debt Service Requirements for the currently Outstanding Senior Lien Obligations or incurred and all Additional Senior Lien Obligations estimated to be issued, if any, for all Capital Improvements and for all Capital Additions then in progress or then being initiated, during the period from the date the first series of obligations for the Capital Additions is to be delivered through the fifth Fiscal Year subsequent to the date the Capital Addition is estimated to become commercially operative. (4) Completion Issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection (3)(i) and (ii) above and the initial Senior Lien Obligations issued therefor are delivered, the City reserves the right to issue Additional Senior Lien Obligations to finance the remaining costs of such Capital Addition in such amounts as may be necessary to complete the acquisition and construction thereof and make the same commercially operative without satisfaction of any condition precedent under Subsection (3)(i) and (ii) or Subsection (1) of this Section but subject to satisfaction of the following conditions precedent: (i)the City makes a forecast (the Forecast) of the operations of the System demonstrating the System's ability to pay all obligations, payable from the Net Revenues of the System to be Outstanding after the issuance of the Additional Senior Lien Obligations then being issued for the period (the Forecast Period) of each 133883231.6 41- ensuing Fiscal Year through the fifth Fiscal Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) an Engineer reviews such Forecast and executes a certificate to the effect that (A) such Forecast is reasonable, and based thereon (and such other factors deemed to be relevant), the Net Revenues of the System will be adequate to pay all the obligations,payable from the Senior Lien Pledged Revenues of the System to be Outstanding after the issuance of the Additional Senior Lien Obligations then being issued for the Forecast Period and (B)the proceeds from the sale of such Additional Senior Lien Obligations are estimated to be sufficient to complete such acquisition and construction. (5) Computations; Reports. With reference to Senior Lien Obligations anticipated and estimated to be issued or incurred, the Average Annual Debt Service Requirements therefor shall be those reasonably estimated and computed by the City's Director of Finance and Procurement(or other officer of the City then having the primary responsibility for the financial affairs of the City) after giving effect to the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of Senior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as an offset to regularly scheduled debt service of the series of Senior Lien Obligations to which it relates. In the preparation of the engineering report required in Subsection (3)(i)above, an Engineer may rely on other experts or professionals, including those in the employment of the City, provided such engineering report discloses the extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of Senior Lien Obligations for Capital Additions, the certification of the City Manager and an Engineer, together with the engineering report for the initial issue and the Forecast for a subsequent issue, shall be conclusive evidence and the only evidence required to show compliance with the provisions and requirements and this clause of this Section. (6) Combination Issues. Senior Lien Obligations for Capital Additions may be combined in a single issue with Senior Lien Obligations for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection (2) through (4) are complied with as the same relate to the appropriate purpose. (7) Definition of Net Earnings. As used in this Section, the term Net Earnings shall mean the Gross Revenues of the System after deducting the Operating Expenses of the System and those items identified in the SECOND level of priority in Section 12 hereof, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. (8) Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the City Manager may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying any of the Net Earnings test described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by the City Manager's certification or opinion based on such change in rates and charges being in effect for the entire period covered by the City Manager's certificate or opinion. 133883231.6 -42- B. The City may issue Additional Subordinate Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Senior Lien Obligations and that is included in the Senior Lien Pledged Revenues, respectively, and senior and superior to the lien there on and pledge thereof securing the repayment of the Inferior Lien Obligations, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in this Ordinance, and the Previously Issued Subordinate Lien Obligations. C. The City may issue Inferior Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Senior Lien Obligations and Subordinate Lien Obligations and that is included in the Senior Lien Pledged Revenues, respectively, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of this Ordinance. SECTION 20. Refunding Bonds. The City reserves the right to issue refunding bonds to refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then available, upon such terms and conditions as the City Council may deem to be in the best interest of the City, and if less than all such currently Outstanding Debt are refunded, the conditions precedent prescribed for the issuance of Additional Senior Lien Obligations set forth in Section 19 of this Ordinance shall be satisfied and the City Managers' certification required in Section 19 shall give effect to the Debt Service Requirements of the proposed refunding bonds (but shall not give effect to the Debt Service Requirements of the obligations being refunded following their cancellation or provision being made for their payment). SECTION 21. Issuance of Special Project Bonds. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain the right to issue Special Project Bonds, provided, however, the City will not issue Special Project Bonds unless the City concludes, upon recommendation of the City Council, that (i)the plan for developing the Special Project is consistent with sound planning, (ii)the Special Project would not materially and adversely interfere with the operation of the System, (iii) the Special Project can be economically and efficiently operated and maintained, and (iv)the Special Project can be economically and efficiently utilized by the City to meet combined utility system requirements and the cost of such will be reasonable. SECTION 22. Security of Funds. All money on deposit in the funds or accounts for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes permitted by this Ordinance. SECTION 23. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance,the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other 133883231.6 -43- officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedy herein provided shall be cumulative of all other existing remedies and the specification of such remedy shall not be deemed to be exclusive. SECTION 24. Notices to Holders Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first-class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 25. Bonds Are Negotiable Instruments. Each of the Bonds authorized herein shall be deemed and construed to be a "security" and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform Commercial Code. SECTION 26. Cancellation. All Bonds surrendered for payment, transfer, redemption, exchange, or replacement,if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 27. Mutilated, Destroyed, Lost, and Stolen Bonds. If(i) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction,loss, or theft of any Bond, and(ii)there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then,in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser,the City shall execute and,upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount,bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. 133883231.6 -44- Upon the issuance of any new Bond or payment in lieu thereof,under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 28. Sale of Bonds — Official Statement Approval — Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to [ , ], as the authorized representative of a group of underwriters (the Purchasers, and having all the rights,benefits, and obligations of a Holder)in accordance with the provisions of a Purchase Contract dated [ [ ], 2023 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The pricing terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Initial Bond shall be registered in the name of[ ]. The Pricing Officer is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i)the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Official), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated [ ] [ ], 2023, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. Proceeds from the sale of the Bonds shall be applied as follows: 133883231.6 -45- A. The Issuer received a [net] reoffering premium from the sale of the Bonds of $ , of which $ is attributable to the new money portion of the Bonds (the New Money Premium) and $ is attributable to the refunding portion of the Bonds (the Refunding Premium). (1) The New Money Premium is hereby allocated by the Issuer in the following manner: (i) $ shall be used to pay costs of issuance; (ii) $ shall be used to pay the Purchasers' discount; and (iii) $ shall be deposited into the special construction account or accounts as described in subsection B below; and (2) The Refunding Premium is hereby allocated by the Issuer in the following manner: (i) $ shall be used to pay costs of issuance; (ii) $ shall be used to pay the Purchasers' discount; (iii) $ shall be deposited into the Purchase Fund as described in Section 29 below; and (iv) $ shall be deposited into the Escrow Fund as described in Section 30 below. B. $ (representing$_, .00 of principal and$ of the [net]reoffering premium as described in subsection A above) shall be deposited into the special construction account or accounts created for the projects to be constructed with the Bond proceeds. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 17 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 13. C. $ (representing$_, .00 of principal and$ of the [net]reoffering premium as described in subsection A above)(together with an Issuer contribution of$ ) shall be deposited with the paying agent/registrar for the Target Bond Obligations for the payment and redemption or purchase and cancellation of the Target Bond Obligations, and $ (representing $_, .00 of principal and $ of the [net] reoffering premium as described in subsection A above)(together with an Issuer contribution of$ ) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Agreement(hereinafter defined), as the case may be,in such amounts as provided in the applicable Approval Certificate. The proceeds of sale of the Bonds not so deposited with the paying agent/registrar for the Refunded Obligations shall be deposited into the construction account for the new money portion of the Bonds, shall be disbursed for payment of costs of issuance, or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from an Authorized Official. Amounts held in the interest and sinking fund for the Refunded Obligations and not used as part of the City's contribution with the paying agent/registrar for the Refunded Obligations, if any, shall be deposited into the Bond Fund and used to pay principal on the Bonds. This construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 17 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 13. 133883231.6 -46- Additionally, the Pricing Officer shall determine the amount, if any, of any City contribution to the refunding or purchase for cancellation of the Refunded Obligations through the Tender Offer from moneys on deposit in the interest and sinking fund(s) maintained for the payment of the Refunded Obligations, as provided in the applicable Pricing Certificate. SECTION 29. Purchase of Refunded Obligations. If the City undertakes the Tender Offer for all or a portion of the Target Bond Obligations, on or prior to the date of the initial delivery of the Bonds, the paying agent for the Target Bond Obligations shall establish and maintain the "CITY OF CORPUS CHRISTI, TEXAS SERIES 2023B REFUNDING BOND PURCHASE FUND" (referred to herein as the Purchase Fund, and deposit therein the amount for the purchase for cancellation of the Target Bond Obligations in accordance with the Invitation. Specifically, each holder of the Purchased Bonds will deliver or cause to be delivered its Target Bond Obligations to the City's DTC ATOP Account as described in the Invitation. The paying agent for the Target Bond Obligations, on behalf of the City, will complete the purchase by paying the purchase price for the Target Bond Obligations from the Purchase Fund according to the instructions from the City or its financial advisor. The City hereby directs the paying agent for the Target Bond Obligations, after such payments have been made by the paying agent for the Target Bond Obligations, on behalf of the City, to cancel the Target Bond Obligations so purchased. Immediately after such Target Bond Obligations have been cancelled, or at such time as no funds remain in the Purchase Fund, the paying agent for the Target Bond Obligations may close and terminate the Purchase Fund. SECTION 30. Escrow Deposit Letter - Approval and Execution. The Escrow Deposit Letter dated as of June 13, 2023 (the Agreement) by and between the City and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Order for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by an Authorized Official for and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, the Authorized Official and Bond Counsel, in cooperation with the Escrow Agent, are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities,if any,referenced in the Agreement and the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the"CITY OF CORPUS CHRISTI, TEXAS SENIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2023 ESCROW FUND" (the Escrow Fund, including the execution of the subscription forms, if any, for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series" for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Agreement. SECTION 31. Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturities at the price of par and accrued interest to their respective date of redemption. The City shall give written notice to the paying agent/registrar for the Refunded Obligations that the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are 133883231.6 -47- called for redemption on the redemption dates set forth on Schedule I attached hereto, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to each series of the Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by reference for all purposes. The paying agent/registrar for the Refunded Obligations is authorized and instructed to provide notice of this redemption to the holders of the Refunded Obligations in the form and manner described in the City ordinance authorizing the issuance of the respective series of Refunded Obligations. SECTION 32. Covenants to Maintain Tax Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds means the yield on the Bonds, calculated in the manner set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with 133883231.6 -48- Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof)other than a state or local government,unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder,the City shall not use Gross Proceeds of the Bonds(including property financed with Gross Proceeds of the Refunded Obligations),to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or(3)indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Bonds to become"arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the 133883231.6 -49- Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder,the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i)in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent(100%)of the Rebate Amount on such date; and (ii)in the case of any other Computation Date, ninety percent(90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f)of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error 133883231.6 -50- is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) [At the time the original bonds refunded by the Bonds were issued,the] The City reasonably expected to spend at least 85% of the spendable proceeds of[such bonds] the Bonds within three years after [such bonds] the Bonds are issued. (2) Not more than 50% of the proceeds of[the original bonds refunded by] the Bonds [were] will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four (4)years or more. K. [Current Refunding of the Refunded Obligations. The Bonds are issued, in part, to refund the Refunded Obligations, and the Bonds will be issued, and certain proceeds thereof used, within 90 days after the Closing Date for the redemption of the Refunded Obligations. In the issuance of the Bonds, the City has employed no"device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has complied with the covenants,representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations. Accordingly, the City expects to invest the Bond proceeds to be used to refund the Refunded Obligations without regard to Yield restrictions.] L. Elections. The City hereby directs and authorizes the Authorized Official to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds,in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 33. Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchasers. Furthermore, each Authorized Official is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the 133883231.6 -51- issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's Bond Counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond to the Purchasers. SECTION 34. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and pledge of Senior Lien Pledged Revenues made under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when: (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor,together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent; and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of,redemption premium(if any), and interest due on any defeased Bonds. To the extent applicable, if at all,the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 32 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection(i) or(ii) above shall not be irrevocable, provided that: (1)in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of 133883231.6 -52- the defeased Bonds immediately following the defeasance; (3)directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of(i)or(ii)above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 35. Ordinance a Contract, Amendments - Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may,without the consent of or notice to any Holders,from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3)reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 36. Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City's Secretary is hereby approved and authorized. SECTION 37. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 38. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 39. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City,Bond Counsel,Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Financial Advisors, the Paying Agent/Registrar, and the Holders. 133883231.6 -53- SECTION 40. Inconsistent Provisions. All resolutions and ordinances, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters resolved herein. SECTION 41. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 42. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 43. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 44. Authorization of PayinAgent/Registrar Agreement. The City Council hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 45. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 46. Continuing Disclosure of Information. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: F 4MA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a(a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities(as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. 133883231.6 -54- SEC.'means the United States Securities and Exchange Commission. Undertaking means the City's continuing disclosure undertaking, described in subsections B through F below, hereunder accepted and entered into by the City for the purpose of compliance with the Rule. B. Annual Reports. The City shall file annually with the MSRB, (1)within six months after the end of each Fiscal Year of the City ending in or after 2023, financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 28 of this Ordinance,being the information described in Exhibit E hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be(i)prepared in accordance with the accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable Fiscal Year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its Fiscal Year, it will file notice thereof with the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of Holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; 133883231.6 -55- (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional Paying Agent/Registrar or the change of name of a Paying Agent/Registrar, if material; (15) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph(12)is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the City intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations,Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except 133883231.6 -56- that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City,but only if(1)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so 133883231.6 -57- amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format— Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word- searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the United States Securities and Exchange Commission. F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Bonds is subject to the provisions of the Rule and because the potential"underwriters" in a negotiated sale of the Bonds or the initial purchasers in a competitive sale of the Bonds may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the City hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit G, with which the City shall follow to assure compliance with the Undertaking. The City has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the City's financial affairs, its municipal or financial advisors,its legal counsel(including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the City and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 47. Book-Entry Only System. The Bonds initially shall be registered so as to participate in a securities depository system(the DTC System)with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC.), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in Section 7)in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit F (the Representation Letter). 133883231.6 -58- With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede& Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii)the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal,premium,if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word"Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede& Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 48. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, and the Purchase Contract. In addition, prior to the initial delivery of the Bonds, each Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or 133883231.6 -59- corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or(iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 49. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 50. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 51. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Bonds, such budget entries shall, upon the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those Bonds coming due during the period of time covered by such budget. The Authorized Official, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 52. Covenants of Compliance. The City shall faithfully and punctually perform all duties with reference to the System required by the Act, all other applicable laws of the State of Texas, and the provisions of this Ordinance and that the City shall render no free service to any customers or other persons. SECTION 53. Tender Offer, Invitation, Dealer Manager. To effectuate the purchase of certain of the Refunded Obligations, the City hereby selects 1 , as the exclusive Dealer Manager to assist the City in conducting a tender offer to Holders of the Target Bond Candidates (the Tender Offer) through an invitation to offer bonds for purchase (including all exhibits and/or appendices thereto, the Invitation), and further authorizes each Authorized Official to negotiate and execute a Dealer Manager Agreement, and, in conjunction with the Dealer Manager, to execute, acknowledge, modify, deliver, and file with the MSRB any and all documentation related to the Tender Offer. Furthermore, each Authorized Official is authorized to(i)negotiate the fees and expenses of the information agent and tender agent,whether such agent is hired by the City or by the Dealer Manager, in connection with the Invitation, and (ii) to pay, or reimburse the Dealer Manager for, the fees and expenses of the information agent 133883231.6 -60- and tender agent, in an amount not to exceed $[ ], from lawfully available funds of the City. SECTION 54. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine,feminine, or neuter gender shall be considered to include the other genders. SECTION 55. Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein,the City Council hereby delegates to each Authorized Official the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, escrow agent, open market securities bidding agent, dealer manager,information agent,tender agent,verification agent or any other contract that is determined by an Authorized Official, the City's Financial Advisor, or the City's Bond Counsel to be necessary or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts); and, as necessary, to execute the Ancillary Bond Contracts on behalf and as the act and deed of the City. The City Council has not participated in the selection of any of the business entities which are counterparties to the Ancillary Bond Contracts. SECTION 56. City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC.), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes the Authorized Official, the City's Bond Counsel, and/or the City's Financial Advisor to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Bonds; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. SECTION 57. Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so resolved. [The remainder of this page intentionally left blank.] 133883231.6 -61- SIGNED AND SEALED THIS DAY OF , 2023. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS DAY OF , 2023: Miles Risley, City Attorney Signature page to the Ordinance S-1 THE STATE OF TEXAS § COUNTIES OF NUECES, § ARANSAS, KLEBERG, AND § SAN PATRICIO § CITY OF CORPUS CHRISTI § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the day of , 2023, authorizing the issuance of one or more series of the City's Utility System Senior Lien Revenue Improvement and/or Refunding Bonds, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 5 51. EXECUTED UNDER MY HAND AND SEAL of said City, this the DAY OF , 2023. City Secretary (CITY SEAL) Signature page to the Ordinance S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2023, by the following vote: Paulette Guaj ardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of , 2023, by the following vote: Paulette Guaj ardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED, this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Signature page to the Ordinance S-3 INDEX TO SCHEDULES AND EXHIBITS Schedule I...................Refunded Obligations Schedule II.................Approval Certificate Exhibit A....................Paying Agent/Registrar Agreement Exhibit B....................Purchase Contract Exhibit C....................Escrow Agreement Exhibit D....................Notices of Redemption Exhibit E....................Description of Annual Financial Information Exhibit F..................... DTC Letter of Representations Exhibit G....................General Policies and Procedures Concerning Compliance With the Rule Exhibit H................Form of Reimbursement Agreement Index-1 SCHEDULE I Schedule of Refunded Obligations [to be filled in at pricing with Refunding Candidates and Target Bond Candidates selected by Pricing Officer] 133883231.6 Schedule 1-1 SCHEDULE II Approval Certificate See Tab No. 133883231.6 Schedule 11-1 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. 133883231.6 A-1 EXHIBIT B Purchase Contract See Tab No. 133883231.6 B-1 EXHIBIT C Escrow Agreement See Tab No. 133883231.6 C-1 EXHIBIT D Notices of Redemption See Tab No. 133883231.6 D-1 EXHIBIT E Description of Annual Financial Information The following information is referred to in Section 46 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: [1. The City's audited financial statements for the most recently concluded Fiscal Year of the general type as attached as Appendix B to the Official Statement or to the extent these audited financial statements are not available, unaudited financial statements of the City for the most recently concluded Fiscal Year. 2. The quantitative financial information and operating data of the general type in Tables 1 through 23 contained in the Official Statement.] Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. 133883231.6 E-1 EXHIBIT F DTC Letter of Representations See Tab No. 133883231.6 F-1 EXHIBIT G General Policies and Procedures Concerning Compliance with the Rule I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 46 of the Ordinance. Bonds refer to the Bonds that are the subj ect of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the City is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019, the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies, processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the City's compliance with the Rule. III. The City is aware that the Rule was amended as of the Effective Date(the Rule Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16)to Section 46C of the Ordinance, which provisions are a part of the Undertaking. IV. The City is aware that"participating underwriters" (as such term is defined in the Rule) of the Bonds must make inquiry and reasonably believe that the City is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The City now establishes the following general policies and procedures (the Policies and Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the City's informal policies, procedures, and processes utilized prior to the Effective Date for compliance with the City's obligations under the Rule, the advice from and discussions with the City's internal senior staff (including staff charged with administering the City's financial affairs), its co-municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the Compliance Team): 1. The Director of Finance and Procurement(the Compliance Officer) shall be responsible for satisfying the City's obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or "tickler" systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time,the City's information of the type described in Section 46B of the Ordinance; 133883231.6 G-1 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 46C of the Ordinance; 4. the Compliance Officer shall work with external consultants of the City, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the City and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above,respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the City, and (upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Bonds; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any City agreement to covenants, events of default,remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration, termination event, modification of terms, or other similar events under the terms of any Financial Obligation,the occurrence of any of which reflect financial difficulties of the City; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any "participating underwriter" (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the City's internal staff identified by the Compliance Officer to assist with the City's satisfaction of the terms and provisions of the Undertaking. 133883231.6 G-2 EXHIBIT H Form of Reimbursement Agreement Not applicable 133883231.6 H-1 SC 0 v NOflPO Rpg9 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 23, 2023 Second Reading for the City Council Meeting of June 13, 2023 DATE: May 10, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO, Director of Finance and Procurement HeatherH3@cctexas.com (361) 826-3227 Delegating the Authorization for the Issuance of General Improvement Bond CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas, General Improvement Bonds, Series 2023" for improvements to streets and parks and recreation facilities in an amount not to exceed $35,750,000 within set parameters and according to the plan of finance set by the City's financial advisors; levying a continuing direct annual ad valorem tax for the payment of the bonds; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the bonds; enacting other provisions incident and related thereto; and providing for an effective date. SUMMARY: The City plans on issuing the remaining $35,750,000 of the $75,000,000 General Improvement (GO) bonds approved by the voters in the 2020 Bond election. The amount of bond issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. The ordinance delegates the authority to issue the bonds to the City Manager, Chief Financial Officer, or the Director of Finance and Procurement per the plan of finance set by the City's financial advisors and within the parameters set forth in the ordinance for net present value savings and true interest rate. BACKGROUND AND FINDINGS: Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and Procurement - including any person serving in any of the foregoing capacities on an interim or non-permanent basis (the "Authorized Officials") the authority to approve the sale of the bonds subject to the following parameters: 1) The principal amount in total of all bonds sold may not exceed $35,750,000. 2) The true interest rate shall not exceed 5.0% per year. 3) Maximum maturity of March 1 , 2043. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371 , as amended, Texas Government Code. In November 2020, voters approved three propositions totaling $75,000,000 for improvements to Streets, Park and Recreational facilities, and Public Safety facilities. The first issuance of bonds was approved via ordinance on its second reading by the City Council on June 28, 2022 in the amount of $39,250,000. The sale of these bonds in the amount of $35,750,000 will provide the remaining funding for the projects approved in the propositions for a total of $75,000,000. Date Approved Amount Bonds Proposed by Voters Purpose Authorized Previously Bonds to Issued be Issued November 3, 2020 Streets and Sidewalks $61,000,000 $30,500,000 $30,500,000 November 3, 2020 Parks & Recreation Facilities $12,000,000 $6,750,000 $5,250,000 November 3, 2020 1 Public Safety Facilities $2,000,000 $2,000,000 $0 TOTAL $75,000,000 $39,250,000 $35,750,000 On December 1 , 2020, the City Council approved a $75,000,000 reimbursement resolution to begin awarding contracts for the Bond 2020 projects prior to the issuance of bonds. This agenda item will allow for the issuance of GO Bonds to reimburse the City funds used for these projects. Issuing bonds is a multi-step process. Staff met with rating agencies the week of May 29, 2023 with expected ratings issued the week of June 12, 2023. The sale of the bonds is expected mid-June depending on market conditions with the financing closing in August. The City Council will be updated with the final results of the issuance at completion. ALTERNATIVES: n/a FISCAL IMPACT: The fiscal impact of this ordinance is that it will generate up to $35,750,000 in bond proceeds improvements to Streets, Park and Recreational facilities approved by voters during the 2020 Bond Election. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE NO ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS, GENERAL IMPROVEMENT BONDS, SERIES 2023" FOR IMPROVEMENTS TO STREETS AND PARKS AND RECREATION FACILITIES IN AN AMOUNT NOT TO EXCEED $35,750,000 WITHIN SET PARAMETERS AND ACCORDING TO THE PLAN OF FINANCE SET BY THE CITY'S FINANCIAL ADVISORS; LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX FOR THE PAYMENT OF THE BONDS; DELEGATING AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL OFFICER, DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; ENACTING OTHER PROVISIONS INCIDENT AND RELATED THERETO; AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas (the Issuer or the City) hereby finds and determines that new money general improvement bonds of the Issuer in the total principal amount of$—, .00 (plus the allocation of a portion of the [net]reoffering premium in the amount of$ ,to aggregate$ .00)of the hereinafter- described voter authorization should be issued and sold at this time, being the second and final installment of general improvement bonds approved and authorized to be issued at an election held on November 3, 2020 (the Election), the respective authorized purposes and amounts authorized to be issued therefor, amounts previously issued, amounts being issued pursuant to this ordinance, and amounts remaining to be issued from such voted authorizations subsequent to the dates hereof being as follows: Bonds Premium Date Amount Previously Issued allocated to Amount Voted Purpose Authorized Issued Bonds Herein Bonds Herein Unissued 11/03/2020 Streets and Sidewalks $61,000,000 30,500,000 11/03/2020 Parks and Recreation $12,000,000 $6,750,000 Facilities 11/03/2020 1 Public Safety Facilities $2,000,000 $2,000,000 WHEREAS, the Governing Body hereby finds and determines that, pursuant to applicable Texas law,the delegation to a Pricing Officer with the authority to execute an Approval Certificate (a form of which is attached hereto as Schedule I) to approve the final terms of each series of Bonds as set forth in respective Approval Certificate is in the best interest of the City; and WHEREAS,the Governing Body has determined that the issuance of general improvement bonds is in the best interest of the City and its residents; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: SECTION 1: Authorization – Designation – Principal Amount – Purpose. General improvement bonds of the Issuer shall be and are hereby authorized to be issued in the aggregate 135078542.3 principal amount of AND NO/100 DOLLARS ($� to be designated and bear the title"CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2023" (the Bonds), for the purpose of(i) providing funds for the purposes authorized at the Election; and(ii)paying the costs of issuing the Bonds,in conformity with the laws of the State of Texas, particularly Chapters 1251, 1331, and 1371, as amended, Texas Government Code, Chapter 331, as amended, Texas Local Government Code, the Home Rule Charter of the Issuer, this ordinance(the Ordinance)adopted by the Governing Body on June 13, 2023, and the Election referenced in the preamble to this Ordinance. As authorized by Chapter 1371, as amended, Texas Government Code (Chapter 1371), each Pricing Officer (defined herein) is hereby authorized, appointed, and designated as the officers of the Issuer authorized to act on behalf of the Issuer in selling and delivering the general improvement bonds as authorized herein and carrying out the procedures specified in this Ordinance, including approval of the following terms and provisions for each series of general improvement and/or refunding bonds: A. the aggregate principal amount of the bonds, as well as the principal amount of each stated maturity; B. the rate of interest to be borne on the principal amount of each stated maturity and the interest payment dates for the bonds; C. the Bond Date for the bonds; D. whether the bonds are sold pursuant to a competitive or negotiated sale based upon the advice of the Issuer's financial advisor; E. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to the bonds; F. whether or not to issue the bonds on a taxable or tax-exempt basis and, if on a tax- exempt basis, subject to market conditions at the time of pricing and sale of the bonds; G. the pricing of the bonds, including use of premium, discount, underwriters' compensation, and costs of issuance; and H. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the bonds, to consist of one (1) or more financial institutions included in the Issuer's approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate, which approval, replacement, and establishment (if any) shall supersede prior action or actions of the Governing Body concerning the same. The Bonds shall be issued within the following parameters: A. the principal amount of the Bonds issued hereunder shall not exceed $35,750,000, being the sum of the Bonds (determined as the amount of principal of such Bonds allocated to the 135078542.3 -2- authorization approved by voters of the City at the Election)in the principal amount not to exceed $35,750,000; B. the maximum maturity of the Bonds shall not occur later than March 1, 2043; C. the true interest cost on the Bonds shall not exceed a rate greater than 5.00% per annum; and D. the Bonds hereunder issued shall be sold on or before June 13, 2024 (though the initial delivery of a particular series of Bonds may occur within a reasonable period of time occurring thereafter, as determined by a Pricing Officer). Any Pricing Officer, acting for and on behalf of the Issuer, is authorized, with respect to a series of bonds,to complete and execute an Approval Certificate,in substantially the form attached hereto as Schedule I. The execution of the Approval Certificate shall evidence the sale date of the Bonds by the Issuer to the initial purchasers thereof in accordance with the provisions of Chapter 1371 and as set forth in Schedule I. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of the Bonds pursuant to the delegated authority granted hereunder and to reflect such final terms for the Bonds, which includes (A) completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the particular series of Bonds then being issued, (B) selection of the appropriate terms to reflect the final transaction structure and terms of sale evidenced in an applicable Approval Certificate, and (C) such other necessary technical modifications to this Ordinance (including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing, each Pricing Officer is authorized to execute, as the act and deed of the Issuer and on behalf of the Governing Body, any and all contracts, agreements, letters, and certificates, relative to the Bonds that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of Bonds hereunder. It is further provided, however,that notwithstanding the foregoing provisions,the Bonds shall not be delivered unless prior to delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one (1)of the four(4) highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2: Fully Registered Obligations — Authorized Denominations — Stated Maturities — Interest Rates — Bond Date. The Bonds are issuable in fully registered form only, shall be dated July 11, 2023 (the Bond Date), shall be issued in denominations of$5,000 or any integral multiple thereof (within a Stated Maturity), and shall be lettered "R" and numbered consecutively from One(1)upward. The Bonds shall become due and payable on March 1 in each of the years and in the amounts and bear interest at the rates per annum, in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount($) Rate 135078542.3 -3- Year of Principal Interest Stated Maturity Amount($) Rate The Bonds shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity or prior redemption, while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Bonds shall be payable on March 1 and September 1 in each year (each, an Interest Payment Date), commencing March 1, 2024, while the Bonds are Outstanding. SECTION 3: Payment of Bonds—Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable to the Holder (hereinafter defined), appearing on the registration and transfer books maintained by the Paying Agent/Registrar (hereinafter defined), in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Bonds shall be without exchange or collection charges to the Holder of the Bonds. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the Issuer agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached hereto in substantially final form as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the Issuer may prescribe. The Issuer covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution, or(ii) an association or 135078542.3 -4- a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and shall be authorized by law to serve as a Paying Agent/Registrar. The Issuer reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally,the Issuer agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the corporate office of the successor Paying Agent/Registrar. Principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Bonds (the Holder or Holders) appearing on the Security Register maintained on behalf of the Issuer by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of paying interest thereon, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof upon redemption of the Bonds or at the Bonds' Stated Maturity, and (iii) on any other date for any other purpose. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the Issuer nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Bonds, shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth(15th) day of the month next preceding the Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register, or(ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non-payment of interest on a scheduled Interest Payment Date, and for thirty (3 0) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date--which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail,first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. 135078542.3 -5- SECTION 4: Redemption. A. Mandatory Redemption of Bonds. The Bonds stated to mature on March 1, 20 is referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their Stated Maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot of other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Bonds Term Bonds Stated to Mature on Stated to Mature on March 1, 20 March 1, 20 Principal Principal Year Amount($) Year Amount M *Payable at Stated Maturity. The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the Issuer with money in the Bonds Fund or, (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption of Bonds. The Bonds having Stated Maturities on and after March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the Issuer, on March 1, 20 or on any date thereafter, in whole or in part, in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five(45) days prior to a date set for the redemption of the Bonds(unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the Issuer shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem the Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the Issuer to exercise the right to redeem the Bonds shall be entered in the minutes of the governing body of the Issuer. 135078542.3 -6- D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed,the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, the Paying Agent/Registrar shall cause a notice of redemption to be sent by United States mail, first-class postage prepaid, in the name of the Issuer and at the Issuer's expense, to each Holder of a Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall(i) specify the date of redemption for the Bonds, (ii)identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as hereinabove provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds(or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding. F. Transfer/Exchange of Bonds. Neither the Issuer nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds, or (ii) to transfer or exchange any Bond selected for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution — Registration. The Bonds shall be executed on behalf of the Issuer by its Mayor under the seal of the Issuer reproduced or impressed thereon and attested by 135078542.3 -7- its City Secretary, or designee. The signature of either of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Bond Date, the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence,that such Bond has been duly certified or registered and delivered. SECTION 6: Registration — Transfer — Exchange of Bonds — Predecessor Bonds. A Security Register relating to the registration, payment, transfer, or exchange of the Bonds shall at all times be kept and maintained by the Issuer at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each Holder of the Bonds issued under and pursuant to the provisions of this Ordinance. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds executed on behalf of, and furnished by, the Issuer of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest, and of like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and the Paying Agent/Registrar shall register and deliver new Bonds executed on behalf of, and furnished by, the Issuer to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by United States registered mail to the Holder at his request, risk, and expense and, upon the delivery thereof, the same shall be the valid and binding obligations of the Issuer, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. 135078542.3 -8- All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Bonds", evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 16 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a fully registered Bond in the total principal amount of $—, with principal installments to become due and payable as provided in Section 2 and numbered T-1, or(ii) as one (1) fully registered Bond for each year of Stated Maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T-1 and upward(the Initial Bond and, in either case, the Initial Bond shall be registered in the name of the Purchasers or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval and certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas. At any time after the delivery of the Initial Bond to the Purchasers,the Paying Agent/Registrar,upon written instructions from the Purchasers, or his or their designee, shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts, and bearing applicable interest rates, and shall be lettered "R" and numbered consecutively from one (1) upward,for transfer and delivery to the Holders named and at the addresses identified therefor; all pursuant to and in accordance with and pursuant to such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends and any reproduction of an opinion of Bond Counsel) thereon as may, consistent herewith, be established by the Issuer or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their 135078542.3 -9- execution thereof,but the Initial Bond submitted to the Attorney General of the State of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 135078542.3 -10- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF NUECES, ARANSAS, KLEBERG, AND SAN PATRICIO CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BOND, SERIES 2023 Bond Date: Interest Rate: Stated Maturity: CUSIP No.: July 11, 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas(the Issuer), a body corporate and municipal corporation located primarily in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above or the registered assigns thereof, on the Stated Maturity date specified above,the Principal Amount stated above(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof(computed on the basis of a 360-day year of twelve 30-day months)from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date (hereinafter defined)to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate specified above; such interest being payable on March 1 and September 1 of each year(each, an Interest Payment Date), commencing March 1, 2024. Principal and premium,if any, of this Bond shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth (15th) day of the month next preceding the Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. This Bond is one of the series specified in its title issued in the aggregate principal amount of$_, (the Bonds)pursuant to an ordinance adopted by the Governing Body of the Issuer 135078542.3 _11- (the Ordinance), for the purpose of(i)providing funds for the purposes authorized at the Election; and (ii) paying the costs of issuing the Bonds, under and in strict conformity with the laws of the State of Texas,particularly Chapters 1251, 1331, and 1371, as amended, Texas Government Code, Chapter 331, as amended, Texas Local Government Code, the Home Rule Charter of the Issuer, the Ordinance, and the election identified in the preamble of the Ordinance. The Bonds stated to mature on March 1, 20 is referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their Stated Maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot of other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Bonds Term Bonds Stated to Mature on Stated to Mature on March 1, 20 March 1, 20 Principal Principal Year Amount($) Year Amount M *Payable at Stated Maturity. The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the Issuer with money in the Bonds Fund or, (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. As stated in the Ordinance, the Bonds stated to mature on and after March 1, 20 may be redeemed prior to their Stated Maturities, at the option of the Issuer, on March 1, 20, or on any date thereafter, in whole or in part, in principal amounts of$5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption; provided, however, that at least thirty (30) days' prior written notice shall be sent to the Holder of the Bonds to be redeemed by United States mail,first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of$5,000 or any integral multiple thereof may be redeemed and, if less than all of the 135078542.3 -12- principal sum hereof is to be redeemed,there shall be issued,without charge therefor,to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption, in whole or in part, the Issuer or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property within the Issuer. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the Issuer and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to its Stated Maturity and deemed to be no longer Outstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used herein without definition have the same meanings assigned in the Ordinance. As provided in the Ordinance and subject to certain limitations contained therein,this Bond is transferable on the Security Register of the Issuer, upon surrender of this Bond for transfer at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations,bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the Issuer nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled 135078542.3 -13- payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date)will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States mail,first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to or in the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the Issuer have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that the issuance of this Bond does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank.] 135078542.3 -14- IN WITNESS WHEREOF, the Issuer has caused this Bond to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) [The remainder of this page intentionally left blank.] 135078542.3 -15- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Do Not Print on Definitive Bonds. D. *Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within-mentioned Ordinance; the Bond or Bonds of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Bonds. 135078542.3 -16- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 135078542.3 -17- F. Form of Initial Bond. The Initial Bond shall be in the form set forth in subsection B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (1) immediately under the name of the Bond the headings"Interest Rate " and "Stated Maturity " shall both be completed "as shown below"; and (2) the first(1st)two (2)paragraphs shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas(the Issuer), a body corporate and municipal corporation located primarily in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above (the Holder), or the registered assigns thereof, on the first (1st) day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Year of Stated Maturity Principal Amount($) Interest Rate (%) (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal installments hereof from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above, computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year(each, an Interest Payment Date), commencing March 1, 2024. Principal of this Bond shall be payable to the Holder hereof, upon presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth(15th) day of the month next preceding the Interest Payment Date. All payments of principal of,premium,if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 135078542.3 -18- G. Insurance Legend. If bond insurance is obtained by the Issuer or the Purchasers (hereinafter defined), the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the bond insurer to appear under the following header: [BOND INSURANCE] SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in this Section have the meanings assigned to them in this Section, certain terms used in Sections 17 and 38 of this Ordinance have the meanings assigned to them in such Sections, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and(iii)the words"herein", "hereof', and"hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Authorized Official shall mean the City Manager, each Assistant City Manager, Chief Financial Officer, Director of Finance and Procurement, City Secretary, and City Attorney of the City. B. The term Bond Fund shall mean the special fund created and established by the provisions of Section 10 of this Ordinance. C. The term Closing Date shall mean the date of physical delivery of the Initial Bond in exchange for the payment in full by the Purchasers. D. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the Issuer as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity,the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. E. The term Depository shall mean an official depository bank of the Issuer. F. The term Government Securities, as used herein, shall mean: (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer 135078542.3 -19- adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. G. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. H. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being March 1 and September 1 of each year, commencing March 1, 2024, while any of the Bonds remain Outstanding. I. The term Issuer shall mean the City of Corpus Christi, Texas, located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the Governing Body of the Issuer. J. The term Ordinance shall mean this ordinance adopted by the Governing Body of the Issuer on June 13, 2023. K. The term Outstanding when used in this Ordinance with respect to Bonds shall mean, as of the date of determination, all Bonds issued and delivered under this Ordinance, except: (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Bonds for which payment has been duly provided by the Issuer in accordance with the provisions of Section 18 of this Ordinance; and (3) those Bonds that have been mutilated, destroyed,lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 16 of this Ordinance. L. The term Pricing Officer shall mean either of the City Manager,the Chief Financial Officer, or the Director of Finance and Procurement of the City (which shall include any person serving in the foregoing capacity on an interim or non-permanent basis) M. The term Purchasers shall mean the initial purchasers of the Bonds named in Section 20 of this Ordinance. N. The term Series 2023 Notes shall mean the"City of Corpus Christi, Texas Limited Tax Notes, Series 2023", authorized and issued pursuant to an ordinance adopted concurrently herewith. O. The term Series 2023A Certificates shall mean the "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023A", authorized and issued pursuant to an ordinance adopted concurrently herewith. 135078542.3 -20- P. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on March 1 of each year, as set forth in Section 2 of this Ordinance. SECTION 10: Bond Fund—Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Bonds, there shall be and is hereby created a special fund to be designated "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2023, INTEREST AND SINKING FUND" (the Bond Fund), which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose and shall be maintained as provided in Section 17. Authorized Officials of the Issuer are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the principal of and interest on the Bonds as the same become due and payable and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Bonds, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Bonds. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund established pursuant to the provisions of this Ordinance may, at the option of the Issuer, be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Small Business Administration, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, or Federal Housing Administration; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any fund will be available at the proper time or times. All interest and income derived from deposits and investments in such fund shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 11: Lew of Taxes — Surplus Bond Proceeds. To provide for the payment of the Debt Service Requirements on the Bonds being (i)the interest on the Bonds, and(ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of two percent (2%) (whichever amount shall be the greater), there shall be and there is hereby levied for the fiscal year commencing October 1, 2023 and each succeeding year thereafter while the Bonds or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars' ($100)valuation of taxable property in the Issuer, adequate to pay such 135078542.3 -21- Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds. The Governing Body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the Issuer for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. Accrued interest, if any, received from the Purchasers of the Bonds shall be deposited to the Bond Fund, and ad valorem taxes levied and collected for the benefit of the Bonds shall be deposited to the Bond Fund. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in the Bond Fund from ad valorem taxes. SECTION 12: Security for Funds. All money on deposit in the funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 13: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the Issuer covenants and agrees particularly that in the event the Issuer: (i) defaults in the payments to be made to the Bond Fund; or (ii) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance,the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the Governing Body of the Issuer and other officers of the Issuer to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 14: Notices to Holders—Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds or Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, 135078542.3 -22- either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 15: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement,if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Issuer may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the Issuer. SECTION 16: Mutilated, Destroyed, Lost and Stolen Bonds. If: (i) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the Issuer and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction,loss, or theft of any Bond; and(ii)there is delivered to the Issuer and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and, upon the Issuer's request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond, or payment in lieu thereof, under this Section, the Issuer may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude(to the extent lawful)all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 17: Covenants to Maintain Tax Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. 135078542.3 -23- Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of: (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds, the Series 2023 Notes and the Series 2023A Certificates, combined as a single issue, has the meaning set forth in Section 1.148- 4 of the Regulations. B. Not to Cause Interest to Become Taxable. The Issuer shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Issuer receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the Issuer shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the Issuer shall at all times prior to the last Stated Maturity of Bonds: 135078542.3 -24- (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof)other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds, or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the Issuer or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the Issuer shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Bonds to become"arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield on any Investments acquired with Gross Proceeds(or with money replaced thereby),whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the Issuer shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The Issuer shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary of the Treasury may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: 135078542.3 -25- (1) The Issuer shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six (6)years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the Issuer may commingle Gross Proceeds of the Bonds with other money of the Issuer, provided that the Issuer separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the Issuer shall calculate the Rebate Amount in accordance with rules set forth in section 148(f)of the Code and the Regulations and rulings thereunder. The Issuer shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six (6) years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the Issuer shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals: (i)in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent(100%)of the Rebate Amount on such date; and (ii)in the case of any other Computation Date, ninety percent(90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f)of the Code and the Regulations and rulings thereunder. (4) The Issuer shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. 135078542.3 -26- J. Bonds Not Hedge Bonds. (1) With respect to the Bonds, the Issuer reasonably expects to spend at least eighty-five percent (85%) of the spendable proceeds of the Bonds within three (3) years after such Bonds are issued. (2) Not more than fifty percent (50%) of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four(4)years or more. K. Elections. The Issuer hereby directs and authorizes any Authorized Official or the City Attorney, either or any combination of them,to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 18: Satisfaction of Obligation of Issuer. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and all covenants, agreements, and other obligations of the Issuer to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when: (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor,together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent; and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Bonds, the Issuer shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of,redemption premium(if any), and interest due on any defeased Bonds. To the extent applicable, if at all, Issuer covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 17). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the Issuer or deposited as directed by the Issuer. Furthermore, any money held 135078542.3 -27- by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity or applicable redemption date of the Bonds, such money was deposited and is held in trust to pay shall upon the request of the Issuer be remitted to the Issuer against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in clause (i) or (ii) above shall not be irrevocable, provided that: (1)in the proceedings providing for such defeasance, the Issuer expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3)directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of clause (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 19: Ordinance a Contract — Amendments — Outstandinz Bonds. The Issuer acknowledges that the covenants and obligations of the Issuer herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the Issuer, and its successors and assigns, and it shall not be amended or repealed by the Issuer so long as any Bond remains Outstanding except as permitted in this Section. The Issuer may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Issuer may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however, that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall: (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of,premium,if any, or interest on the Bonds; (2) give any preference to any Bond over any other Bond; or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 20: Sale of the Bonds at a Competitive Sale—Use of Bond Proceeds—Official Statement Approval. The Bonds authorized by this Ordinance are hereby sold by the City to as the authorized representative of a group of purchasers at a competitive sale (the Purchasers, having all the rights, benefits, and obligations of a Holder), in accordance with the provisions of an Official Bid Form (the Official Bid Form), dated , 2023, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, at the price of par, plus a reoffering premium of $ (including the Purchasers' compensation of$ ), and no accrued interest to the date of initial delivery of the Bonds to the Purchasers and is hereby approved and confirmed. The Initial Bond shall be registered in the name of . It is hereby officially found, determined, and declared that the Purchasers are the highest 135078542.3 -28- bidder for the Bonds whose bid, received as a result of invitations for competitive bids in compliance with applicable law, produced the lowest true interest cost to the City. The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Pricing Officer is hereby authorized and directed to execute the Official Bid Form for and on behalf of the City and as the act and deed of this City Council, and in regard to the approval and execution of the Official Bid Form, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Official Bid Form are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Official Bid Form. Proceeds from the sale of the Bonds shall be applied as follows: (1) Accrued interest, if any, shall be deposited into the Bond Fund. (2) The City received a [net] reoffering premium from the sale of the Bonds, $ of which is hereby allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ shall be deposited into the Bond Fund as the rounding amount, (3) $ shall be deposited to the special construction account as specified in paragraph 3 as described below, and (4) $ to pay the remaining costs of issuance. (3) The balance of the proceeds derived from the sale of the Bonds (being the par amount of the Bonds in the amount of$ and a portion of the reoffering premium in the amount of $ ) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Bonds and used to pay costs of such projects. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Official Notice of Sale, Official Bid Form, and Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale referenced in the Official Bid Form (together with such changes approved by any Pricing Officer, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated , 2023, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the 135078542.3 -29- Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. Each Authorized Official is hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. Reserved. SECTION 21: Reserved. SECTION 22: Control and Custody of Bonds. The Mayor of the Issuer shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas including the printing and supply of definitive Bonds and shall take and have charge and control of the Initial Bond pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery thereof to the Purchasers. Furthermore, any Authorized Official, either individually or any combination of them, are hereby authorized and directed to furnish and execute such documents relating to the Issuer and its financial affairs as may be necessary for the issuance of the Bonds,the approval of the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the Issuer's Financial Advisors, Bond Counsel, and the Paying Agent/Registrar, to make the necessary arrangements for the delivery of the Initial Bond to the Purchasers and, when requested in writing by the Purchasers, the initial exchange thereof for definitive Bonds. SECTION 23: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, Bond Counsel, approving the Bonds as to their validity, said opinion to be dated and delivered as of the date of initial delivery and payment for the Bonds. Printing of a true and correct reproduction of said opinions on the reverse side of each of the Bonds is hereby approved and authorized. SECTION 24: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the Issuer nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 25: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the Issuer, the Paying Agent/Registrar,Bond Counsel, the Purchasers, and the Holders any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the Issuer, the Paying Agent/Registrar, Bond Counsel, the Purchasers, and the Holders. SECTION 26: Inconsistent Provisions. All ordinances, orders, or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby 135078542.3 -30- repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 27: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 28: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 29: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Governing Body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 30: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 31: Authorization of Paying Agent/Registrar Agreement. The Governing Body of the Issuer hereby finds and determines that it is in the best interest of the Issuer to authorize the execution of a Paying Agent/Registrar Agreement pertaining to the registration, exchange, transferability, and payment of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated herein by reference as fully as if recopied in its entirety in this Ordinance. SECTION 32: Incorporation of Preamble Recitals. The recitals contained in the preamble to this Ordinance are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the Governing Body of the Issuer. SECTION 33: Book-Entry-Only System. The Bonds shall initially be registered so as to participate in a securities depository system(the DTC System)with the Depository Trust Company, New York, New York, or any successor entity thereto (the DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in Section 7)in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The Issuer and the Paying Agent/Register are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit C (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such 135078542.3 -31- a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to: (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds; (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption; or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that: (i) the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter; (ii) the Representation Letter shall be terminated for any reason; or(iii)DTC or the Issuer determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds,the Issuer shall notify the Paying Agent/Registrar, DTC, and DTC Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the Issuer may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the Issuer, or such depository's agent or designee, and if the Issuer and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede& Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 34: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 35: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the Issuer or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such 135078542.3 -32- manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 36: No Recourse Against Issuer Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the Issuer or any person executing any Bond. SECTION 37: Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a(a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities(as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. Undertaking means the Issuer's continuing disclosure undertaking, described in subsections B through F below, hereunder accepted and entered into by the Issuer for the purpose of compliance with the Rule. B. Annual Reports. The Issuer shall file annually with the MSRB (i)within six(6)months after the end of each fiscal year of the Issuer ending in or after 2023, financial information and operating data with respect to the Issuer of the general type included in the final Official Statement authorized by Section 20 of this Ordinance, being the information described in Exhibit D hereto, and (ii) if not provided as part such financial information and operating data, audited financial statements of the Issuer, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit D hereto, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the Issuer commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the Issuer shall file unaudited 135078542.3 -33- financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such financial statements becomes available. Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government Code, the Issuer must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within one hundred eighty (180) days after the last day of the Issuer's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the Issuer changes its fiscal year, it will file notice of such change(and of the date of the new fiscal year end)with the MSRB prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The Issuer shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than ten (10)business days after occurrence of the event: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) modifications to rights of Holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership, or similar event of the Issuer, which shall occur as described below; 135078542.3 -34- (13) the consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material; (15) incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph(12)is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer, and (b)the Issuer intends the words used in the immediately preceding paragraphs (15)and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The Issuer shall file notice with the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an"obligated person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any 135078542.3 -35- other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER,WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the Issuer in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if(i)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The Issuer may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the Issuer also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (i) such provisions as so amended, and (ii) any amendments or interpretations of the Rule. If the Issuer so amends the provisions of this Section, the Issuer shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. 135078542.3 -36- E. Information Format—Incorporation by Reference. The Issuer information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format(PDF)files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the SEC. F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Bonds is subject to the provisions of the Rule and because the potential"underwriters" in a negotiated sale of the Bonds or the initial purchasers in a competitive sale of the Bonds may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the Issuer hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit E, with which the Issuer shall follow to assure compliance with the Undertaking. The Issuer has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the Issuer's financial affairs, its municipal or financial advisors,its legal counsel(including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the Issuer and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 38: Further Procedures. The officers and employees of the Issuer are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Bonds, any Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to: (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement; (ii) obtain a rating from any of the national bond rating agencies; or (iii) obtain the approval of the Bonds by the Office of the Attorney General of the 135078542.3 -37- State of Texas. In case any officer of the Issuer whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 39: Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, pursuant to Chapter 1371, and any other applicable law, the Governing Body, hereby delegates to each Authorized Official other than the Mayor the authority to independently select the counterparty to any agreement with any paying agent/registrar,rating agency, securities depository, or any other contract that is determined by an Authorized Official(other than the Mayor),the City's Financial Advisors, or the City's Bond Counsel to be necessary or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts); and, as necessary, to execute the Ancillary Bond Contracts on behalf and as the act and deed of the City. As a result of such delegation, the provisions of Section 2252.908, as amended, Texas Government Code, are not applicable to the Ancillary Bond Contracts pursuant to 1 Texas Administrative Code Sec. 46.1(c). SECTION 40: Perfection of Security Interest. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of ad valorem taxes granted by the Issuer in Section 11, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of ad valorem taxes granted by the Issuer is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in this pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business& Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 41: City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC.), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Official, the City's Bond Counsel, and/or the City's Financial Advisors to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Bonds; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. SECTION 42: Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. 135078542.3 -38- [The remainder of this page intentionally left blank.] 135078542.3 -39- PASSED, APPROVED AND ADOPTED on the 13th day of June, 2023. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 13th day of June, 2023: Miles Risley, City Attorney [The remainder of this page intentionally left blank.] Signature page to the Ordinance S-1 THE STATE OF TEXAS § COUNTY OF N UECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 13th day of June, 2023, authorizing the issuance of the City's general improvement bonds, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 5 51. EXECUTED UNDER MY HAND AND SEAL of said City, this the 13th day of June, 2023. City Secretary (CITY SEAL) Signature page to the Ordinance S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 23rd day of May, 2023, by the following vote: Paulette Guaj ardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the 13th day of June, 2023, by the following vote: Paulette Guaj ardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED, this the 13th day of June, 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Signature page to the Ordinance S-3 INDEX OF SCHEDULES AND EXHIBITS Schedule I—Approval Certificate Exhibit A—Paying Agent/Registrar Agreement Exhibit B — Official Bid Form Exhibit C—DTC Letter of Representations Exhibit D—Description of Annual Financial Information Exhibit E— General Policies and Procedures Concerning Compliance With the Rule [The remainder of this page intentionally left blank.] 135078542.3 Index-1 SCHEDULE I APPROVAL CERTIFICATE See Tab No. 2 135078542.3 Schedule I-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab No. 135078542.3 A-1 EXHIBIT B OFFICIAL BID FORM See Tab No. 135078542.3 B-1 EXHIBIT C DTC LETTER OF REPRESENTATIONS See Tab No. 135078542.3 C-1 EXHIBIT D DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 38 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the Issuer to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The Issuer's audited financial statements for the most recently concluded fiscal year of the general type or to the extent these audited financial statements are not available,the portions of the unaudited financial statements of the Issuer appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. 2. All quantitative financial information and operating data with respect to the City of the general type included in the Official Statement under Tables numbered 1 through 6 and 8 through 12 ("Financial Information"). Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 135078542.3 D-I EXHIBIT E GENERAL POLICIES AND PROCEDURES CONCERNING COMPLIANCE WITH THE RULE I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 38 of the Ordinance. Bonds refer to the Bonds that are the subj ect of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the Issuer is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019,the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies,processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the Issuer's compliance with the Rule. III. The Issuer is aware that the Rule was amended as of the Effective Date (the Rule Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16) to Section 38C of the Ordinance, which provisions are a part of the Undertaking. IV. The Issuer is aware that"participating underwriters" (as such term is defined in the Rule) of the Bonds must make inquiry and reasonably believe that the Issuer is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The Issuer now establishes the following general policies and procedures(the Policies and Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the Issuer's informal policies,procedures, and processes utilized prior to the Effective Date for compliance with the Issuer's obligations under the Rule,the advice from and discussions with the Issuer's internal senior staff(including staff charged with administering the Issuer's financial affairs), its municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the Compliance Team): 1. The Chief Financial Officer or the Director of Finance and Procurement(the Compliance Officer) shall be responsible for satisfying the Issuer's obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or "tickler" systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time, the Issuer's information of the type described in Section 38B of the Ordinance; 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 38C of the Ordinance; 135078542.3 E-I 4. the Compliance Officer shall work with external consultants of the Issuer, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the Issuer and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above,respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the Issuer, and (upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Bonds; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any Issuer agreement to covenants, events of default, remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration, termination event, modification of terms, or other similar events under the terms of any Financial Obligation,the occurrence of any of which reflect financial difficulties of the Issuer; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any "participating underwriter" (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the Issuer's internal staff identified by the Compliance Officer to assist with the Issuer's satisfaction of the terms and provisions of the Undertaking. 135078542.3 E-2 SC 0 v NOflPO Rpg9 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 23, 2023 Second Reading for the City Council Meeting of June 13, 2023 DATE: May 10, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO, Director of Finance and Procurement HeatherH3@cctexas.com (361) 826-3227 Delegating the Authorization for the Issuance of Tax-Exempt Certificates of Obligation CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023K for improvements to public safety facilities in an amount not to exceed $6,300,000, within set parameters and according to the plan of finance set by the City's financial advisors; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the certificates; enacting other provisions incident and related thereto; and providing an effective date. SUMMARY: The City plans on issuing $6,300,000 of Certificates of Obligations (CO) in support of Public Safety facility improvements. The amount of bond issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. The ordinance delegates the authority to issue the bonds to the City Manager, Chief Financial Officer, or the Director of Finance and Procurement per the plan of finance set by the City's financial advisors and within the parameters set forth in the ordinance for net present value savings and true interest rate. BACKGROUND AND FINDINGS: Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and Procurement - including any person serving in any of the foregoing capacities on an interim or non-permanent basis (the "Authorized Officials") the authority to approve the sale of the bonds subject to the following parameters: 1) The principal amount in total of all bonds sold may not exceed $6,300,000 for the CO's. 2) The true interest rate shall not exceed 5.0% per year. 3) Maximum maturity of March 1 , 2043. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371 , as amended, Texas Government Code. In the adopted FY 2022-2023 Capital Improvement Budget, several projects were budgeted to use CO's totaling $15,000,000 for the funding of the projects. The projects include: C Valenzuela Landfill Sector 2A Cells Development $6,948,108 C Valenzuela Backup Generators $551 ,892 Gabe Lozano Golf Course $1 ,200,000 Subtotal for Taxable CO's $8,700,000 Police Training Academy $6,300,000 Subtotal for Tax-exempt CO's $6,300,000 TOTAL $15,000000 The total amount to be funded with CO's is an amount not to exceed $15,000,000. Of this amount $8,700,000 will be taxable bonds for Solid Waste and Golf Course projects with $7,500,000 being self-supported by Solid Waste revenue and $6,300,000 will be tax-exempt bonds supported by property taxes. State law requires that a notice of intention be published when CO's are to be sold. The required notice was advertised in the Corpus Christi Caller-Times on Sunday, April 16, 2023 and Sunday, April 23, 2023. Issuing bonds is a multi-step process. Staff met with rating agencies the week of May 29, 2023 with expected ratings issued the week of June 12, 2023. The sale of the bonds is expected mid-June depending on market conditions with the financing closing in August. The City Council will be updated with the final results of the issuance at completion. ALTERNATIVES: n/a FISCAL IMPACT: The fiscal impact of this ordinance is that it will generate $6,300,000 in bond proceeds for use on public safety facility improvements approved in the FY2023 CIP budget. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Project List Notice of Intention CITY OF CORPUS CHRISTI FY 2023 CAPITAL BUDGET PROJECTS FUNDED WITH CERTIFICATES OF OBLIGATION FY 2023 Public Health and Safety C. Valenzuela Landfill Sector 2A Cells dev $ 6,948,108 Public Health and Safety C. Valenzuela Backup Generators $ 551,892 Parks and Recreation Gabe Lozano Golf Course $ 1,200,000 Total Self Supported $ 8,700,000 Public Health and Safety Police Training Academy $ 6,300,000 Total Tax Supported $ 6,300,000 Grand Total $ 15,000,000 Prepared by CFO January 25, 2022 NOTICE OF INTENTION TO ISSUE CITY OF CORPUS CHRISTI, TEXAS CERTIFICATES OF OBLIGATION NOTICE IS HEREBY GIVEN that the City Council of the City of Corpus Christi, Texas will convene at its regular meeting place in the City Hall in Corpus Christi, Texas, beginning at 11:30 A.M., Corpus Christi, Texas time on Tuesday, May 23, 2023,to consider at its first reading, and beginning at 11:30 A.M., Corpus Christi, Texas time on Tuesday, June 13, 2023, to consider at its second and final reading the passage of an ordinance or ordinances and take such other actions as may be deemed necessary to authorize the issuance of one or more series of certificates of obligation, as taxable or tax-exempt obligations, in an aggregate principal amount not to exceed $15,000,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes,to-wit: (1) (a) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities, including generators and municipal landfill waste disposal cells, (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Police Academy, and (c) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned projects; and (3) the payment of professional services related to the design, construction, management and financing of the aforementioned projects; and (3)the payment of professional services related to the design, construction, management and financing of the aforementioned projects. The certificates of obligation (the Certificates) will be payable from the levy of an annual ad valorem tax, within the limitations prescribed by law, upon all taxable property within the City and from a lien on and pledge of certain revenues derived by the City from the operation of the City's solid waste management system. In accordance with Section 271.049, as amended, Texas Local Government Code, (i)the current principal amount of all of the City's outstanding public securities secured by and payable from ad valorem taxes is $448,955,000; (ii) the current combined principal and interest required to pay all of the City's outstanding public securities secured by and payable from ad valorem taxes on time and in full is $582,722,346; (iii)the estimated combined principal and interest required to pay the Certificates to be authorized on time and in full is $22,338,299; (iv)the maximum interest rate for the Certificates may not exceed the maximum legal interest rate; and (v) the maximum maturity date of the Certificates to be authorized is March 1, 2043. The Certificates are to be issued,and this notice is given,under and pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Subchapter G of Chapter 363, as amended, Texas Health and Safety Code, and the City's Home Rule Charter. /s/ Rebecca Huerta City Secretary, City of Corpus Christi, Texas ORDINANCE NO. ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023A" FOR IMPROVEMENTS TO PUBLIC SAFETY FACILITIES IN AN AMOUNT NOT TO EXCEED $6,300,000, WITHIN SET PARAMETERS AND ACCORDING TO THE PLAN OF FINANCE SET BY THE CITY'S FINANCIAL ADVISORS; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SOLID WASTE SYSTEM; DELEGATING AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL OFFICER, DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE CERTIFICATES; ENACTING OTHER PROVISIONS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council (the City Council or the Governing Body) of the City of Corpus Christi, Texas (the City or the Issuer) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount not to exceed $15,000,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1)(a)constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities, including generators and municipal landfill waste disposal cells, (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Police Academy, and (c) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned projects; and (3)the payment of professional services related to the design, construction, management and financing of the aforementioned projects. This notice has been duly published in a newspaper hereby found and determined to be of general circulation in the City, once a week for two (2) consecutive weeks, the date of the first publication of such notice being not less than forty-five (45) days prior to the tentative date stated therein for the final passage of the ordinance authorizing the issuance of such certificates of obligation; and WHEREAS, in accordance with the provisions of Section 271.049, as amended, Texas Local Government Code, the City confirms that notice of the City's intention to issue certificates of obligation was approved by resolution at a public meeting and stated (1) the then-current principal of all outstanding debt of the City; (2) the then-current combined principal and interest required to pay all outstanding debt obligations of the City on time and in full, based on the City's expectations relative to the interest due on any variable rate debt obligations, as applicable (3)the 133894312.4 maximum principal amount of the certificates of obligation to be authorized; (4) the estimated combined principal and interest required to pay the certificates of obligation in full; (5) the estimated interest rate for the certificates of obligation or that the maximum interest rate for the certificates of obligation may not exceed the maximum legal interest rate; and (6) the maximum maturity date of the certificates of obligation; and WHEREAS, the City Council hereby finds and determines that the actions authorized hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and WHEREAS, no petition protesting the issuance of the certificates of obligation described in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or filed with the City Secretary prior to the date tentatively set in such notice for the passage of this ordinance; and WHEREAS, the City Council hereby finds and determines that the issuance of the certificates of obligation, under the terms herein specified, is in the best interests of the City and its residents; and WHEREAS, the City Council hereby finds and determines that certificates of obligation in the principal amount of $� described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. Authorization - Designation - Principal Amount - Purpose. The certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS ($� to be designated and bear the title of"CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023A" (the Certificates), for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Police Academy, (2)the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned projects; and (3)the payment of professional services related to the design, construction, management and financing of the aforementioned projects, pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code(Chapter 1371), and the City's Home Rule Charter. As authorized by Chapter 1371, each Pricing Officer(defined herein)is hereby authorized, appointed, and designated as the officers of the Issuer authorized to act on behalf of the Issuer in selling and delivering the certificates of obligation as authorized herein and carrying out the 133894312.4 -2- procedures specified in this Ordinance, including approval of the following terms and provisions for the certificates of obligation: A. the aggregate principal amount of the certificates of obligation, as well as the principal amount of each stated maturity; B. the rate of interest to be borne on the principal amount of each stated maturity and the interest payment dates for such certificates of obligation; C. the Certificate Date for the certificates of obligation; D. whether the certificates of obligation are sold pursuant to a competitive,negotiated, or private placement sale based upon the advice of the Issuer's financial advisor; E. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to the certificates of obligation; F. whether or not to issue the certificates of obligation on a taxable or tax-exempt basis and, if on a tax-exempt basis, subject to market conditions at the time of pricing and sale of the certificates of obligation; G. the pricing of each series of certificates of obligation, including use of premium, discount, underwriters' compensation, and costs of issuance; and H. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the certificates of obligation, to consist of one (1) or more financial institutions included in the Issuer's approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate,which approval, replacement, and establishment (if any) shall supersede prior action or actions of the Governing Body concerning the same. The Certificates shall be issued within the following parameters: A. the principal amount of the certificates of obligation issued hereunder shall not exceed $6,300,000; B. the maximum maturity of the certificates of obligation shall not occur later than March 1, 2043; C. the true interest cost on the certificates of obligation shall not exceed a rate greater than 5.00% per annum; and D. the certificates of obligation hereunder issued shall be sold on or before June 13, 2024 (though the initial delivery of the certificates of obligation may occur within a reasonable period of time occurring thereafter, as determined by a Pricing Officer). Any Pricing Officer, acting for and on behalf of the Issuer, is authorized, with respect to the certificates of obligation, to complete and execute an Approval Certificate, in substantially the 133894312.4 -3- form attached hereto as Schedule I. The execution of the Approval Certificate shall evidence the sale date of the certificates of obligation by the Issuer to the initial purchasers thereof in accordance with the provisions of Chapter 1371 and as set forth in Schedule I. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of the obligation pursuant to the delegated authority granted hereunder and to reflect such final terms for the certificates of obligation,which includes(A)completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the certificates of obligation, (B) selection of the appropriate terms to reflect the final transaction structure and terms of sale evidenced in the Approval Certificate, and(C) such other necessary technical modifications to this Ordinance (including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing, each Pricing Officer is authorized to execute, as the act and deed of the Issuer and on behalf of the Governing Body, any and all contracts, agreements, letters, and certificates, relative to the certificates of obligation that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of certificates of obligation hereunder. It is further provided, however, that notwithstanding the foregoing provisions, the certificates of obligation shall not be delivered unless prior to delivery, the certificates of obligation have been rated by a nationally recognized rating agency for municipal securities in one (1) of the four (4) highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities -Interest Rates - Certificate Date. The Certificates are issuable in fully registered form only; shall be dated July 11, 2023 (the Certificate Date) and shall be issued in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities)in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates 133894312.4 -4- Years of Principal Interest Stated Maturity Amounts ($) Rates The Certificates shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity or prior redemption while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Certificates shall be payable semiannually on March 1 and September 1 (each, an Interest Payment Date), commencing March 1, 2024, while the Certificates are Outstanding. SECTION 3. Payment of Certificates - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of,premium,if any, and interest on the Certificates shall be without exchange or collection charges to the Holder(as hereinafter defined) of the Certificates. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Certificates is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register)for the registration, payment and transfer of the Certificates, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached,in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Certificates are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the 133894312.4 -5- Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined)for purposes of payment of interest thereon, (ii)on the date of surrender of the Certificates for purposes of receiving payment of principal thereof upon redemption of the Certificates or at the Certificates' Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Certificates shall be payable only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Certificates (the Record Date) and shall be paid (i)by check sent on or prior to the appropriate date of payment by United States Mail,first-class postage prepaid,by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Certificates was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption of Term Certificates. The Certificate stated to mature on March 1, 20 is referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: 133894312.4 -6- Term Certificates Stated to Mature on March 1, 20 Principal Year Amount($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Certificate Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Certificates having Stated Maturities on and after March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 20 , or on any date thereafter, as a whole or in part, in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five(45) days prior to a date set for the redemption of Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar),the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the City Council. D. Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Certificates to be redeemed, provided that if less than the entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat such Certificate then subj ect to redemption as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificate by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Certificate to be redeemed, in whole or in part, at the address of the Holder appearing 133894312.4 -7- on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii)identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Certificate is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Certificate (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Certificates (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the Certificates (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five (45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange any Certificate selected for redemption, provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate which is subject to redemption in part. SECTION 5. Execution -Registration. The Certificates shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and attested by its City Secretary or designee. The signature of either of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time of the Certificate Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Certificates to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 8C,executed by the Comptroller of Public 133894312.4 -8- Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor Certificates. A Security Register relating to the registration, payment, transfer, or exchange of the Certificates shall at all times be kept and maintained by the City at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Certificates, or if appropriate, the nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be transferred or exchanged for Certificates of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Certificate at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates executed on behalf of, and furnished by, the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver new, the Certificates executed on behalf of, and furnished by, the City to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by United States registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered upon such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. 133894312.4 -9- Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued initially either (i) as a single fully registered Certificate in the total principal amount of $_, with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1)fully registered Certificate for each year of Stated Maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T-1 and upward (the Initial Certificate) and, in either case, the Initial Certificate shall be registered in the name of the Purchasers or the designee thereof. The Initial Certificate shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Certificate to the Purchasers, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers or their designee, shall cancel the Initial Certificate delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Certificates, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel)thereon as may, consistent herewith, be established by the City or determined by the officers executing the Certificates as evidenced by their execution thereof. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Certificates as evidenced by their execution thereof, but the Initial 133894312.4 -10- Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 133894312.4 -11- B. Form of Definitive Certificate. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 2023A Certificate Date: Interest Rate: Stated Maturity: CUSIP No. July 11, 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for until such principal sum has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year, commencing March 1, 2024 (each, an Interest Payment Date). Principal and premium, if any, of this Certificate shall be payable to the Registered Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 133894312.4 -12- This Certificate is one of the series specified in its title issued in the aggregate principal amount of$ (the Certificates)pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Police Academy; (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of- way for authorized needs and purposes relating to the aforementioned projects; and (3)the payment of professional services related to the design, construction, management and financing of the aforementioned projects, pursuant to the authority conferred by and in strict conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through 271.065, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code, and the City's Home Rule Charter. As specified in the Ordinance,the Certificate stated to mature on March 1, 20 is referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Certificates Stated to Mature on March 1, 20 Principal Year Amount($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Certificate Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Certificates stated to mature on and after March 1, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 20, or on any date thereafter, in 133894312.4 -13- whole or in part, in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption; provided, however, that at least thirty (30) days prior written notice shall be sent to the Holder of the Certificates to be redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of$5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Certificate to the Paying Agent/Registrar at its corporate trust office, a new Certificate or Certificates of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Certificate (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Certificate is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Certificate within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City, within the limitations prescribed by law, and are further payable from and secured by a lien on and pledge of the Pledged Revenues(identified and defined in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the City's solid waste management system (the System), such lien on and pledge of the limited amount of Net Revenues being on parity with the lien thereon and pledge thereof securing the repayment of the currently outstanding Limited Pledge Obligations, but subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of any outstanding Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Senior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, and Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied and the revenues pledged for the payment of the Certificates; the terms and conditions under which the City may issue Senior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance 133894312.4 -14- may be amended or supplemented with or without the consent of the Holder; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date)will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Certificate in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that issuance of the Certificates does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Certificates by the levy of a tax and collection of Pledged Revenues as aforestated. In case any provision in this Certificate or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank.] 133894312.4 -15- IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS By Mayor ATTEST: City Secretary (CITY SEAL) [The remainder of this page intentionally left blank.] 133894312.4 -16- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Not to appear on printed Certificates. D. Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive Certificates Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued under the provisions of the within-mentioned Ordinance; the Certificate or Certificates of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Certificates. 133894312.4 -17- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 133894312.4 -18- F. The Initial Certificate shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the Certificate(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed"as shown below"; (ii)first two paragraphs shall read as follows: REGISTERED PRINCIPAL REGISTERED AMOUNT NO. T-1 $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 2023A Certificate Date: Interest Rate: Stated Maturity: CUSIP No. July 11, 2023 As Shown Below As Shown Below REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above stated to mature on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (Information to be inserted from schedule in Section 2 hereof) (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amounts hereof from the Closing Date (anticipated to be on or about July 11, 2023), or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for, until the principal amounts have become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above, computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year, commencing March 1, 2024 (each, an Interest Payment Date). 133894312.4 -19- Principal of this Certificate shall be payable to the Registered Owner hereof(the Holder), upon its presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar).Interest shall be payable to the Holder of this Certificate whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Form of Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate shall bear an appropriate legend as provided by the insurer to appear under the following header: [BOND INSURANCE] SECTION 9. Definitions. For all purposes of this Ordinance(as defined below), except as otherwise expressly provided or unless the context otherwise requires: the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 27 and 44 of this Ordinance have the meanings assigned to them in Sections 27 and 44 of this Ordinance, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated"Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof, and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Additional Limited Pledge Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing as determined by the City Council in accordance with any applicable law. B. The term Authorized Representatives shall mean the City Manager of the City, an Assistant City Manager, the Chief Financial Officer, the City's Director of Finance and Procurement, and the City Attorney (any of the foregoing whether serving in a permanent or interim capacity). C. The term Certificates shall mean the $_, "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023A" authorized by this Ordinance. D. The term Certificate Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. 133894312.4 -20- E. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas, Kleberg, and San Patricio Counties, Texas and, where appropriate, the City Council of the City. F. The term Closing Date shall mean the date of physical delivery of the Initial Certificate in exchange for the payment of the agreed purchase price for the Certificates. G. The term Collection Date shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become delinquent. H. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity,the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. I. The term Depository shall mean an official depository bank of the City. J. The term Fiscal Year shall mean the annual financial accounting period for the System now ending on September 30th of each year; provided, however, the City Council may change such annual financial accounting period to end on another date if such change is found and determined to be necessary for accounting purposes or is required by applicable law. K. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates. L. The term Gross Revenues for any period shall mean all income and revenues received by the City by virtue of its ownership and operation of the System, including, but not limited to, its rentals, fees, and other revenues resulting from the ownership of the System, including rentals received from leasing all or part of the System. However, it is expressly recognized that any such lease must comply with the requirements of the Code and existing regulations, published rulings, and court decisions. 133894312.4 -21- M. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. N. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations currently outstanding or hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Senior Lien Obligations or Subordinate Lien Obligations currently outstanding or hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Limited Pledge Obligations (including the Certificates and the Taxable Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. O. The term Interest Payment Date shall mean the date semiannual interest is payable on the Certificates, being March 1 and September 1 of each year, commencing March 1, 2024, while any of the Certificates remain Outstanding. P. The term Limited Pledge Obligations shall mean (i) the outstanding and unpaid obligations of the City that are payable, in part, from and secured by a pledge of and lien on the Pledged Revenues of the System and designated as follows: (1) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010", dated July 1, 2010, in the original principal amount of$3,000,000; and (2) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2015", dated October 1, 2015, in the original amount of$10,020,000; and (3) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016", dated December 1, 2015, in the original amount of$2,000,000; and (4) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016A", dated July 1, 2016, in the original amount of$16,430,000; and (5) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017", dated May 1, 2017, in the original amount of$2,500,000; and (6) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2018A", dated June 1, 2018, in the original amount of$14,315,000; and 133894312.4 -22- (7) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2018B", dated June 1, 2018, in the original amount of$7,490,000; and (8) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2021A", dated September 1, 2021, in the original amount of$8,485,000; and (9) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2021B", dated September 1, 2021, in the original amount of$8,940,000; (10) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2022A", dated July 15, 2022, in the original amount of$10,205,000; (11)"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2022B", dated July 15, 2022, in the original amount of$9,160,000; and (12) Upon issuance, the Certificates and the Taxable Certificates; and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City Council in accordance with any applicable law. Q. The term Maintenance and Operating Expenses shall mean the expenses of operation and maintenance, including all salaries, labor, materials, repairs and extensions necessary to maintain and operate the System; provided, however, that only such repairs and extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary to keep the System in operation and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical action or condition which would otherwise impair the security of any bonds or other obligations payable from and secured,in whole or in part, by a lien on the Net Revenues derived from the ownership and operation of the System shall be deducted in determining Net Revenues. R. The term Net Revenues for any period shall mean the Gross Revenues of the System less the Maintenance and Operating Expenses of the System. S. The term Ordinance shall mean this ordinance as finally passed and adopted by the City Council of the City. T. The term Outstanding when used in this Ordinance with respect to Certificates shall mean, as of the date of determination, all Certificates issued and delivered under this Ordinance, except: (1) those Certificates canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; 133894312.4 -23- (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 29 of this Ordinance; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 25 of this Ordinance. U. The term Pledged Revenues shall mean, while the Certificates remain Outstanding, an amount of Net Revenues not in excess of$1,000. The Pledged Revenues shall be deposited, allocated, and expended in accordance with Section 10 of this Ordinance. V. The term Pledged Revenue Amount shall mean the total amount, not to exceed $1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole or in part by the City in any given Fiscal Year(however, any amounts transferred prior to the final maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate Fund. W. The term Pricing Officer shall mean either of the City Manager,the Chief Financial Officer, or the Director of Finance and Procurement of the City (which shall include any person serving in the foregoing capacity on an interim or non-permanent basis). X. The term Senior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations currently outstanding or hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, all as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System as determined by the City Council in accordance with any applicable law. Y. The term Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. Z. The term Series 2023 Notes shall mean the"City of Corpus Christi, Texas Limited Tax Notes, Series 2023", authorized and issued pursuant to an ordinance adopted concurrently herewith. AA. The term Series 2023 Bonds shall mean the"City of Corpus Christi, Texas General Improvement Bonds, Series 2023", authorized and issued pursuant to an ordinance adopted concurrently herewith. BB. [The term Series 2023 Utility System Bonds shall mean the"City of Corpus Christi, Texas Senior Lien Revenue Improvement and Refunding Bonds, Series 2023", authorized and issued pursuant to an ordinance adopted concurrently herewith.] CC. The term Stated Maturity shall mean the annual principal payments of the Certificates payable on March 1 of each year the Certificates are Outstanding as set forth in Section 2 of this Ordinance. 133894312.4 -24- DD. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations currently outstanding or hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Senior Lien Obligations currently outstanding or hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of any Inferior Lien Obligations hereafter issued by the City and the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. EE. The term System shall mean a plant, composting process plant,incinerator, sanitary landfill, transfer station, or other works and equipment that is acquired, installed, or operated to collect, handle, store, process, recover material or energy from, or dispose of solid waste, and includes sites for those works and equipment. FF. The term Taxable Certificates shall mean the "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 202313", authorized and issued pursuant to an ordinance adopted concurrently herewith. SECTION 10. Certificate Fund - Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment,redemption, and retirement of the Certificates,there shall be and is hereby created a special fund to be designated "COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023A INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose. Authorized Representatives of the City are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to pay the purchase price or the amount of principal of, premium, if any, and interest on the Certificates as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Certificates. The City, at its sole discretion, may deposit the Pledged Revenue Amount to the Certificate Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay principal of and interest on the Certificates as the same become due and payable. This Pledged Revenue Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with the provisions of the previous paragraph of this Section. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established by this Ordinance may, at the option of the City,be placed in time deposits, 133894312.4 -25- certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation)by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book-entry form, in securities, including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 11. Tax Lew. To provide for the payment of the Debt Service Requirements on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and obligations of the City. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: A. Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) the amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year; (2) the amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the 133894312.4 -26- Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Pledged Revenues, if any, or any other lawfully available funds to be appropriated and allocated during such year to pay such Debt Service Requirements, if any, prior to the Collection Date for the ad valorem taxes to be levied; and (3) the amount of Pledged Revenues, if any, or any other lawfully available funds appropriated and set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding Fiscal Year. B. The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (1) above less the sum total of the amounts established in paragraphs (2) and (3), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees that, subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and security of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City and (ii) the lien on and pledge of the Pledged Revenues (or such other limited amount of excess Net Revenues of the System)to the payment and security of the currently outstanding Limited Pledge Obligations, the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross Revenues derived from the operation of the System shall be kept separate and apart from all other funds, accounts and money of the City and shall be deposited as collected into the "CITY OF CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE FUND" (the Revenue Fund. All money deposited in the Revenue Fund shall be pledged and appropriated to the extent required for the following purposes and in the order of priority shown: • First: to the payment of the reasonable and proper Maintenance and Operating Expenses of the System required by statute or ordinances authorizing the issuance of any indebtedness of the City to be a first charge on and claim against the Gross Revenues of the System; • Second: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Senior Lien Obligations currently outstanding or hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Third: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Subordinate Lien Obligations currently outstanding or hereafter issued by the City 133894312.4 -27- in accordance with the terms and provisions of any ordinances authorizing their issuance; • Fourth: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Inferior Lien Obligations currently outstanding or hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; and • Fifth: To the payment of the amounts that may be deposited in the special funds and accounts established for the payment of the currently outstanding Limited Pledge Obligations,including the Certificates and the Taxable Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment, security and benefit thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund, after the deduction of all payments required to be made to the special funds or accounts created for the payment, security, and benefit of the (i) any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City and (ii) the currently outstanding Limited Pledge Obligations and any Additional Limited Pledge Obligations hereafter issued by the City, any amounts budgeted to be paid therefrom in such Fiscal Year. Accrued interest, if any, received from the Purchasers of the Certificates shall be deposited to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds, including investment income therefrom, from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 15. Security of Funds. All money on deposit in the funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 16. Maintenance of System - Insurance. The City covenants and agrees that while the Certificates remain Outstanding it will maintain and operate the System with all possible efficiency and maintain casualty and other insurance (including a system of self-insurance) on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type of business and that it will 133894312.4 -28- faithfully and punctually perform all duties with reference to the System required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, are held for the benefit of the holders of the Certificates until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the City from doing so. SECTION 17. Rates and Charges. The City hereby covenants and agrees with the Holders of the Certificates that rates and charges for solid waste collection services afforded by the System will be established and maintained to provide Gross Revenues sufficient at all times: A. to pay,together with any other lawfully available funds, all operating,maintenance, depreciation, replacement, betterment, and other costs incurred in the maintenance and operation of the System, including, but not limited to, Maintenance and Operating Expenses; B. to produce Net Revenues sufficient, together with any other lawfully available funds, to pay (i)the interest on and principal of any Senior Lien Obligations currently outstanding or hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (ii)the interest on and principal of any Subordinate Lien Obligations currently outstanding hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (iii)the interest on and principal of any Inferior Lien Obligations currently outstanding or hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, and (iv) the amounts that may be deposited in the special funds established for the payment of the Limited Pledge Obligations or any Additional Limited Pledge Obligations hereafter issued by the City; and C. to pay other legally incurred indebtedness payable from the Net Revenues of the System and/or secured by a lien on the System or the Net Revenues thereof. SECTION 18. Records and Accounts - Annual Audit. The City further covenants and agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating thereto, as provided by Chapter 363, as amended, Texas Health and Safety Code, or other applicable law. The Holders of the Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of certified public accountants. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. 133894312.4 -29- SECTION 19. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance,the Holders of any of the Certificates shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20. Issuance of Senior Lien Obligations - Subordinate Lien Obligations — Inferior Lien Obligations — Additional Limited Pledge Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Senior Lien Obligations payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System; B. Subordinate Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Senior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the Certificates and any Inferior Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City; and C. Inferior Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Senior Lien Obligations or Subordinate Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, the Taxable Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City; and D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited amount of the Net Revenues in accordance with the provisions of the following paragraph. Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without impairment of the obligation of contract with the holders of the currently outstanding Limited Pledge Obligations 133894312.4 -30- and the Certificates) upon such terms and conditions as the City Council may determine. Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations), shall not in any event be construed to be payable from the Pledged Revenues authorized by this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations to be budgeted and appropriated for the payment of the Certificates or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations. However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the payment of the Certificates, the Limited Pledge Obligations and any Additional Limited Pledge Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of any Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations hereafter issued by the City. SECTION 21. Special Covenants. The City hereby further covenants that: A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates and has lawfully exercised said powers under the laws of the State of Texas, including power existing under Chapter 363, as amended, Texas Health and Safety Code, and the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section 271.064, and the City's Home Rule Charter; and B. other than for the payment of the currently outstanding Senior Lien Obligations, Subordinate Lien Obligations, and the Limited Pledge Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 22. Application of the Covenants and Agreements of the Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administration and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the ordinances authorizing the issuance of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations hereafter issued, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations hereafter issued. It is expressly recognized that prior to the issuance of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations,the City must comply with each of the conditions precedent contained in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations and the Certificates, as appropriate. 133894312.4 -31- SECTION 23. Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 24. Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement,if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and,if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If(1) any mutilated Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Certificate, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Certificate has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Certificate shall be at any time enforceable by 133894312.4 -32- anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. SECTION 26. Sale of the Certificates at Competitive Sale — Official Statement Approval -Use of Certificate Proceeds. The Certificates authorized by this Ordinance are hereby sold by the City to as the authorized representative of a group of purchasers at a competitive sale (the Purchasers, having all the rights, benefits, and obligations of a Holder), in accordance with the provisions of an Official Bid Form (the Oficial Bid Form), dated , 2023, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, at the price of par, plus a reoffering premium of $ (including the Purchasers' compensation of $ ), and no accrued interest, and is hereby approved and confirmed. The Initial Certificate shall be registered in the name of . It is hereby officially found, determined, and declared that the Purchasers are the highest bidder for the Certificates whose bid, received as a result of invitations for competitive bids in compliance with applicable law, produced the lowest true interest cost to the City. The pricing and terms of the sale of the Certificates are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Pricing Officer is hereby authorized and directed to execute the Official Bid Form for and on behalf of the City and as the act and deed of this City Council, and in regard to the approval and execution of the Official Bid Form, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Official Bid Form are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Certificates to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance,upon payment therefor in accordance with the terms of the Official Bid Form. Proceeds from the sale of the Certificates shall be applied as follows: (1) Accrued interest, if any, shall be deposited into the Certificate Fund. (2) The City received a [net] reoffering premium from the sale of the Certificates, $ of which is hereby allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ shall be deposited into the Certificate Fund as the rounding amount, (3) $ shall be deposited to the special construction account as specified in paragraph 3 as described below, and(4) $ to pay the remaining costs of issuance. (3) The balance of the proceeds derived from the sale of the Certificates (being the par amount of the Certificates in the amount of$ and a portion of the reoffering premium in the amount of$ ) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates and used to pay costs of such projects. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the 133894312.4 -33- Certificates pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Official Notice of Sale, Official Bid Form, and Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Certificates. The final Official Statement,being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale referenced in the Official Bid Form (together with such changes approved by any Authorized Official, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated 2023, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. Each Authorized Official is hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Certificates. SECTION 27. Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Closing Date means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Certificates. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purposes of the Certificates. 133894312.4 -34- Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Certificates means the combined yield of the Certificates, the Series 2023 Notes[, the Series 2023 Utility System Bonds,] and the Series 2023 Bonds, treated as a single issue, within the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate,the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Certificates to become"private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds(including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof)other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general 133894312.4 -35- application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would not cause the Certificates to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if- (1)property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Certificates to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Certificates. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder,the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Certificate is discharged.However,to the extent permitted by law,the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its 133894312.4 -36- official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Certificate Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Certificates equals (i)in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and(ii)in the case of any other Computation Date,ninety percent(90%)of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. J. Certificates Not Hedge Bonds. (1) The City reasonably expects to spend at least 85%of the spendable proceeds of the Certificates within three years after such Certificates are issued. (2) Not more than 50% of the proceeds of the Certificates will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections. The City hereby directs and authorizes the Mayor, the Mayor Pro Tem, any Authorized Representative, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar 133894312.4 -37- or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 28. Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Certificates pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers. Furthermore, each Authorized Representative is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Certificates, the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City's financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 29. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates, or any principal amount(s)thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s)thereof at Stated Maturity or to the redemption date therefor,together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and/or(ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s)thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Certificates, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Certificates. As and to the extent applicable, if at all, the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 27 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, 133894312.4 -38- pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three(3)years after the Stated Maturity of the Certificates, or applicable redemption date, such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any determination not to redeem defeased Certificates that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1)in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Certificates for redemption; (2)gives notice of the reservation of that right to the owners of the defeased Certificates immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of(i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Certificates, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Certificates. SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, Austin, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the opinion to be dated and delivered as of the date of initial delivery and payment for the Certificates. Printing of a true and correct copy of the opinion on the reverse side of each of the Certificates, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof, and neither the City nor Bond Counsel are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 32. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 33. Ordinance a Contract, Amendments - Outstanding Certificates. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may,without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders,including the curing of any ambiguity,inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate 133894312.4 -39- principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however,that,without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Certificates, reduce the principal amount thereof or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, the redemption price therefor, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required for consent to any such amendment, addition, or rescission. SECTION 34. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying Agent/Registrar, and the Holders. SECTION 35. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 36. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 37. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 38. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 39. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council of the City. SECTION 40. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange,registration, and transferability of the Certificates. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. 133894312.4 -40- SECTION 41. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 42. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 43. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Certificate or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificate. SECTION 44. Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a(a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities(as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC.'means the United States Securities and Exchange Commission. Undertaking means the Issuer's continuing disclosure undertaking, described in subsections B through F below, hereunder accepted and entered into by the Issuer for the purpose of compliance with the Rule. 133894312.4 -41- B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2023,financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 26 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i)prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB,when and if the audit report on such financial statements becomes available. Under current Texas law,including,but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within one hundred eighty (180) days after the last day of the City's fiscal year. Additionally,upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Certificates to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of holders of the Certificates if material; 133894312.4 -42- (8) Certificate calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material; (15) Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph(12)is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the Issuer intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. 133894312.4 -43- The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Certificates to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City,but only if(1)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the 133894312.4 -44- extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format, Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format(PDF)files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the SEC. F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Certificates is subject to the provisions of the Rule and because the potential "underwriters" in a negotiated sale of the Certificates or the initial purchasers in a competitive sale of the Certificates may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the Issuer hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit E,with which the Issuer shall follow to assure compliance with the Undertaking. The Issuer has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the Issuer's financial affairs, its municipal or financial advisors,its legal counsel(including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the Issuer and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Representative is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Representative to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 45. Book-Entry Only System. The Certificates shall initially be registered so as to participate in a securities depository system (the DTC System) with The Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Certificates shall 133894312.4 -45- be issued (following cancellation of the Initial Certificate described in Section 7) in the form of a separate single definitive Certificate. Upon issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Certificates registered in the name of Cede& Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Certificates from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Certificates, (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Certificates, as shown on the Security Register, of any notice with respect to the Certificates, including any notice of redemption, or (iii)the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Certificate, of any amount with respect to principal of, premium, if any, or interest on the Certificates. While in the DTC System, no person other than Cede& Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder,the word"Cede& Co."in this Ordinance shall refer to such new nominee of DTC. In the event that (a)the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b)the Representation Letter shall be terminated for any reason, or (c)DTC or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Certificates shall no longer be restricted to being registered in the name of Cede& Co., as nominee of DTC. At that time, the City may determine that the Certificates shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Certificates may be registered in whatever name or names the Holders of Certificates transferring or exchanging the Certificates shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede& Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the 133894312.4 -46- Representation Letter. SECTION 46. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates, the Authorized Representatives and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance and as described in the Official Statement necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 47. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Certificates issued (or to be issued)pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Certificates, such budget entries shall, upon the issuance of Certificates,be automatically adjusted to reflect actual debt service payments on those Certificates coming due during the period of time covered by such budget. Each Authorized Representative, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 48. City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Representative, the City's Bond Counsel, and/or the City's Financial Advisor to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Certificates; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Certificates. SECTION 49. Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, pursuant to Chapter 1371, and any other applicable law, the Governing Body, hereby delegates to each Authorized Representative other than the Mayor the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, or any other contract that is determined by an Authorized Representative (other than the Mayor), the City's 133894312.4 -47- Financial Advisors, or the City's Bond Counsel to be necessary or incidental to the issuance of the Certificates as long as each of such contracts has a value of less than the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts); and, as necessary, to execute the Ancillary Bond Contracts on behalf and as the act and deed of the City. As a result of such delegation, the provisions of Section 2252.908, as amended, Texas Government Code, are not applicable to the Ancillary Bond Contracts pursuant to 1 Texas Administrative Code Sec. 46.1(c). SECTION 50. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] 133894312.4 -48- PASSED AND ADOPTED on the 13th day of June, 2023. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS 13th day of June, 2023: Miles Risley, City Attorney (CITY SEAL) Signature Page to the Ordinance S-1 THE STATE OF TEXAS § COUNTY OF N UECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 13th day of June, 2023, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023A,which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 13th day of June, 2023. City Secretary (CITY SEAL) Signature Page to the Ordinance S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 23rd day of May, 2023, by the following vote: Paulette Guaj ardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the 13th day of June, 2023, by the following vote: Paulette Guaj ardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED, this the 13th day of June, 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Signature Page to the Ordinance S-3 INDEX OF SCHEDULES AND EXHIBITS Schedule I—Approval Certificate Exhibit A—Paying Agent/Registrar Agreement Exhibit B — Official Bid Form Exhibit C—Description of Annual Financial Information Exhibit D—DTC Letter of Representations Exhibit E— General Policies and Procedures Concerning Compliance With the Rule [The remainder of this page intentionally left blank.] 133894312.4 Index-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. 133894312.4 A-1 EXHIBIT B OFFICIAL BID FORM SEE TAB NO. 133894312.4 B-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 44 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year of the general type or to the extent these audited financial statements are not available,the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. (2) [All quantitative financial information and operating data with respect to the City of the general type included in the Official Statement under Tables numbered 1 through 6 and 8 through 12 ("Financial Information").] Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 133894312.4 C-1 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. 133894312.4 D-1 EXHIBIT E GENERAL POLICIES AND PROCEDURES CONCERNING COMPLIANCE WITH THE RULE I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 44 of the Ordinance. Certificates refer to the Certificates that are the subject of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the Issuer is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019,the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies,processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the Issuer's compliance with the Rule. III. The Issuer is aware that the Rule was amended as of the Effective Date (the Rule Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16) to Section 44C of the Ordinance, which provisions are a part of the Undertaking. IV. The Issuer is aware that"participating underwriters" (as such term is defined in the Rule) of the Certificates must make inquiry and reasonably believe that the Issuer is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The Issuer now establishes the following general policies and procedures(the Policies and Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the Issuer's informal policies,procedures, and processes utilized prior to the Effective Date for compliance with the Issuer's obligations under the Rule,the advice from and discussions with the Issuer's internal senior staff(including staff charged with administering the Issuer's financial affairs), its municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the Compliance Team): 1. The Chief Financial Officer or the Director of Finance and Procurement (each, a Compliance Officer) shall be responsible for satisfying the Issuer's obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or "tickler" systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time, the Issuer's information of the type described in Section 44B of the Ordinance; 133894312.4 E-I 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 44C of the Ordinance; 4. the Compliance Officer shall work with external consultants of the Issuer, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the Issuer and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above,respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the Issuer, and (upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Certificates; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any Issuer agreement to covenants, events of default, remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration, termination event, modification of terms, or other similar events under the terms of any Financial Obligation,the occurrence of any of which reflect financial difficulties of the Issuer; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any "participating underwriter" (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the Issuer's internal staff identified by the Compliance Officer to assist with the Issuer's satisfaction of the terms and provisions of the Undertaking. 133894312.4 E-2 SC 0 v NOflPO Rpg9 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 23, 2023 Second Reading for the City Council Meeting of June 13, 2023 DATE: May 10, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO, Director of Finance and Procurement HeatherH3@cctexas.com (361) 826-3227 Delegating the Authorization for the Issuance of Taxable Certificates of Obligation CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 20236" for parks and recreation and solid waste improvements in an amount not to exceed $8,700,000, within set parameters and according to the plan of finance set by the City's financial advisors; providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and to execute documents relating to the sale of the certificates; enacting other provisions incident and related thereto; and providing an effective date. SUMMARY: The City plans on issuing $8,700,000 of taxable Certificates of Obligations (CO) in support of improvements to the Solid Waste facilities and Lozano Golf Course. The amount of bond issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. The ordinance delegates the authority to issue the bonds to the City Manager, Chief Financial Officer, or the Director of Finance and Procurement per the plan of finance set by the City's financial advisors and within the parameters set forth in the ordinance for net present value savings and true interest rate. BACKGROUND AND FINDINGS: Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and Procurement - including any person serving in any of the foregoing capacities on an interim or non-permanent basis (the "Authorized Officials") the authority to approve the sale of the bonds subject to the following parameters: 1) The principal amount in total of all bonds sold may not exceed $8,700,000 for the taxable CO's. 2) The true interest rate shall not exceed 5.25% per year. 3) Maximum maturity of March 1 , 2043. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371 , as amended, Texas Government Code. In the adopted FY 2022-2023 Capital Improvement Budget, several projects were budgeted to use CO's totaling $15,000,000 for the funding of the projects. The projects include: C Valenzuela Landfill Sector 2A Cells Development $6,948,108 C Valenzuela Backup Generators $551 ,892 Gabe Lozano Golf Course $1 ,200,000 Subtotal for Taxable CO's $8,700,000 Police Training Academy $6,300,000 Subtotal for Tax-exempt CO's $6,300,000 TOTAL $15,000000 The total amount to be funded with CO's is an amount not to exceed $15,000,000. Of this amount $8,700,000 will be taxable bonds for Solid Waste and Golf Course projects with $7,500,000 being self-supported by Solid Waste revenue and $6,300,000 will be tax-exempt bonds supported by property taxes. State law requires that a notice of intention be published when CO's are to be sold. The required notice was advertised in the Corpus Christi Caller-Times on Sunday, April 16, 2023 and Sunday, April 23, 2023. Issuing bonds is a multi-step process. Staff met with rating agencies the week of May 29, 2023 with expected ratings issued the week of June 12, 2023. The sale of the bonds is expected mid-June depending on market conditions with the financing closing in August. The City Council will be updated with the final results of the issuance at completion. ALTERNATIVES: n/a FISCAL IMPACT: The fiscal impact of this ordinance is that it will generate $8,700,000 in bond proceeds for use on solid waste and golf course facility improvements approved in the FY2023 CIP budget. COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Project List Notice of Intention CITY OF CORPUS CHRISTI FY 2023 CAPITAL BUDGET PROJECTS FUNDED WITH CERTIFICATES OF OBLIGATION FY 2023 Public Health and Safety C. Valenzuela Landfill Sector 2A Cells dev $ 6,948,108 Public Health and Safety C. Valenzuela Backup Generators $ 551,892 Parks and Recreation Gabe Lozano Golf Course $ 1,200,000 Total Self Supported $ 8,700,000 Public Health and Safety Police Training Academy $ 6,300,000 Total Tax Supported $ 6,300,000 Grand Total $ 15,000,000 Prepared by CFO January 25, 2022 NOTICE OF INTENTION TO ISSUE CITY OF CORPUS CHRISTI, TEXAS CERTIFICATES OF OBLIGATION NOTICE IS HEREBY GIVEN that the City Council of the City of Corpus Christi, Texas will convene at its regular meeting place in the City Hall in Corpus Christi, Texas, beginning at 11:30 A.M., Corpus Christi, Texas time on Tuesday, May 23, 2023,to consider at its first reading, and beginning at 11:30 A.M., Corpus Christi, Texas time on Tuesday, June 13, 2023, to consider at its second and final reading the passage of an ordinance or ordinances and take such other actions as may be deemed necessary to authorize the issuance of one or more series of certificates of obligation, as taxable or tax-exempt obligations, in an aggregate principal amount not to exceed $15,000,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes,to-wit: (1) (a) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities, including generators and municipal landfill waste disposal cells, (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Police Academy, and (c) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned projects; and (3) the payment of professional services related to the design, construction, management and financing of the aforementioned projects; and (3)the payment of professional services related to the design, construction, management and financing of the aforementioned projects. The certificates of obligation (the Certificates) will be payable from the levy of an annual ad valorem tax, within the limitations prescribed by law, upon all taxable property within the City and from a lien on and pledge of certain revenues derived by the City from the operation of the City's solid waste management system. In accordance with Section 271.049, as amended, Texas Local Government Code, (i)the current principal amount of all of the City's outstanding public securities secured by and payable from ad valorem taxes is $448,955,000; (ii) the current combined principal and interest required to pay all of the City's outstanding public securities secured by and payable from ad valorem taxes on time and in full is $582,722,346; (iii)the estimated combined principal and interest required to pay the Certificates to be authorized on time and in full is $22,338,299; (iv)the maximum interest rate for the Certificates may not exceed the maximum legal interest rate; and (v) the maximum maturity date of the Certificates to be authorized is March 1, 2043. The Certificates are to be issued,and this notice is given,under and pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Subchapter G of Chapter 363, as amended, Texas Health and Safety Code, and the City's Home Rule Charter. /s/ Rebecca Huerta City Secretary, City of Corpus Christi, Texas ORDINANCE NO. ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 202311" FOR PARKS AND RECREATION AND SOLID WASTE IMPROVEMENTS IN AN AMOUNT NOT TO EXCEED $8,700,000, WITHIN SET PARAMETERS AND ACCORDING TO THE PLAN OF FINANCE SET BY THE CITY'S FINANCIAL ADVISORS; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SOLID WASTE SYSTEM; DELEGATING AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL OFFICER, DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE CERTIFICATES; ENACTING OTHER PROVISIONS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council (the City Council or the Governing Body) of the City of Corpus Christi, Texas (the City or the Issuer) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount not to exceed $15,000,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1)(a)constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities, including generators and municipal landfill waste disposal cells, (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and signage, including a Police Academy, and (c) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (2) the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects. This notice has been duly published in a newspaper hereby found and determined to be of general circulation in the City, once a week for two (2) consecutive weeks,the date of the first publication of such notice being not less than forty-five (45) days prior to the tentative date stated therein for the final passage of the ordinance authorizing the issuance of such certificates of obligation; and WHEREAS, in accordance with the provisions of Section 271.049, as amended, Texas Local Government Code, the City confirms that notice of the City's intention to issue certificates of obligation was approved by resolution at a public meeting and stated (1) the then-current principal of all outstanding debt of the City; (2) the then-current combined principal and interest required to pay all outstanding debt obligations of the City on time and in full, based on the City's expectations relative to the interest due on any variable rate debt obligations, as applicable (3)the 133894294.4 maximum principal amount of the certificates of obligation to be authorized; (4) the estimated combined principal and interest required to pay the certificates of obligation in full; (5) the estimated interest rate for the certificates of obligation or that the maximum interest rate for the certificates of obligation may not exceed the maximum legal interest rate; and (6) the maximum maturity date of the certificates of obligation; and WHEREAS, the City Council hereby finds and determines that the actions authorized hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and WHEREAS, no petition protesting the issuance of the certificates of obligation described in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or filed with the City Secretary prior to the date tentatively set in such notice for the passage of this ordinance; and WHEREAS, the City Council hereby finds and determines that the issuance of the certificates of obligation, under the terms herein specified, is in the best interests of the City and its residents; and WHEREAS, the City Council hereby finds and determines that certificates of obligation in the principal amount of$_, described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. Authorization - Designation - Principal Amount - Purpose. The certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS ($� to be designated and bear the title of"CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 202313" (the Certificates),for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1) (a) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities, including generators and municipal landfill waste disposal cells, and (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (2)the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code (Chapter 1371), and the City's Home Rule Charter. As authorized by Chapter 1371, each Pricing Officer(defined herein)is hereby authorized, appointed, and designated as the officers of the Issuer authorized to act on behalf of the Issuer in 133894294.4 -2- selling and delivering the certificates of obligation as authorized herein and carrying out the procedures specified in this Ordinance, including approval of the following terms and provisions for the certificates of obligation: A. the aggregate principal amount of the certificates of obligation, as well as the principal amount of each stated maturity; B. the rate of interest to be borne on the principal amount of each stated maturity and the interest payment dates for such certificates of obligation; C. the Certificate Date for the certificates of obligation; D. whether the certificates of obligation are sold pursuant to a competitive,negotiated, or private placement sale based upon the advice of the Issuer's financial advisor; E. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to the certificates of obligation; F. whether or not to issue the certificates of obligation on a taxable or tax-exempt basis and, if on a tax-exempt basis, subject to market conditions at the time of pricing and sale of the certificates of obligation; G. the pricing of each series of certificates of obligation, including use of premium, discount, underwriters' compensation, and costs of issuance; and H. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the certificates of obligation, to consist of one (1) or more financial institutions included in the Issuer's approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate,which approval, replacement, and establishment (if any) shall supersede prior action or actions of the Governing Body concerning the same. The Certificates shall be issued within the following parameters: A. the principal amount of the certificates of obligation issued hereunder shall not exceed $8,700,000; B. the maximum maturity of the certificates of obligation shall not occur later than March 1, 2043; C. the true interest cost on the certificates of obligation shall not exceed a rate greater than 5.25% per annum; and D. the certificates of obligation hereunder issued shall be sold on or before June 13, 2024 (though the initial delivery of the certificates of obligation may occur within a reasonable period of time occurring thereafter, as determined by a Pricing Officer). 133894294.4 -3- Any Pricing Officer, acting for and on behalf of the Issuer, is authorized, with respect to the certificates of obligation, to complete and execute an Approval Certificate, in substantially the form attached hereto as Schedule I. The execution of the Approval Certificate shall evidence the sale date of the certificates of obligation by the Issuer to the initial purchasers thereof in accordance with the provisions of Chapter 1371 and as set forth in Schedule I. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of the certificates of obligation pursuant to the delegated authority granted hereunder and to reflect such final terms for the certificates of obligation, which includes (A) completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the certificates of obligation, (B) selection of the appropriate terms to reflect the final transaction structure and terms of sale evidenced in an Approval Certificate, and (C) such other necessary technical modifications to this Ordinance (including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing, each Pricing Officer is authorized to execute, as the act and deed of the Issuer and on behalf of the Governing Body, any and all contracts, agreements, letters, and certificates, relative to the certificates of obligation that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of certificates of obligation hereunder. It is further provided, however, that notwithstanding the foregoing provisions, the certificates of obligation shall not be delivered unless prior to delivery, the certificates of obligation have been rated by a nationally recognized rating agency for municipal securities in one (1) of the four (4) highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities -Interest Rates - Certificate Date. The Certificates are issuable in fully registered form only; shall be dated July 11, 2023 (the Certificate Date) and shall be issued in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities)in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates 133894294.4 -4- Years of Principal Interest Stated Maturity Amounts ($) Rates The Certificates shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity or prior redemption while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Certificates shall be payable semiannually on March 1 and September 1 (each, an Interest Payment Date), commencing March 1, 2024 while the Certificates are Outstanding. SECTION 3. Payment of Certificates - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of,premium,if any, and interest on the Certificates shall be without exchange or collection charges to the Holder(as hereinafter defined) of the Certificates. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Certificates is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register)for the registration, payment and transfer of the Certificates, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached,in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Certificates are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined)for purposes of payment of interest thereon, (ii)on the date of surrender of the Certificates for purposes of receiving payment of principal thereof upon redemption of the Certificates or at 133894294.4 -5- the Certificates' Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Certificates shall be payable only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Certificates (the Record Date) and shall be paid (i)by check sent on or prior to the appropriate date of payment by United States Mail,first-class postage prepaid,by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Certificates was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption of Term Certificates. The Certificate stated to mature on March 1, 20 is referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: 133894294.4 -6- Term Certificates Stated to Mature on March 1, 20 Principal Year Amount($) *Payable at Stated Maturity. he principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date(1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Certificate Fund, or(3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Certificates having Stated Maturities on and after March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 20 , or on any date thereafter, as a whole or in part, in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five(45) days prior to a date set for the redemption of Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar),the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the City Council. D. Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Certificates to be redeemed, provided that if less than the entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat such Certificate then subj ect to redemption as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificate by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Certificate to be redeemed, in whole or in part, at the address of the Holder appearing 133894294.4 -7- on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii)identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Certificate is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Certificate (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Certificates (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the Certificates (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five (45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange any Certificate selected for redemption, provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate which is subject to redemption in part. SECTION 5. Execution -Registration. The Certificates shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and attested by its City Secretary or designee. The signature of either of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time of the Certificate Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Certificates to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 8C,executed by the Comptroller of Public 133894294.4 -8- Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor Certificates. A Security Register relating to the registration, payment, transfer, or exchange of the Certificates shall at all times be kept and maintained by the City at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Certificates, or if appropriate, the nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be transferred or exchanged for Certificates of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Certificate at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates executed on behalf of, and furnished by, the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver new, the Certificates executed on behalf of, and furnished by, the City to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by United States registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered upon such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. 133894294.4 -9- Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued initially either(i) as a single fully registered Certificate in the total principal amount of$_, with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully registered Certificate for each year of Stated Maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T-1 and upward (the Initial Certificate) and, in either case, the Initial Certificate shall be registered in the name of the Purchasers or the designee thereof. The Initial Certificate shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Certificate to the Purchasers,the Paying Agent/Registrar,pursuant to written instructions from the Purchasers or their designee, shall cancel the Initial Certificate delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Certificates, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel)thereon as may, consistent herewith, be established by the City or determined by the officers executing the Certificates as evidenced by their execution thereof. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Certificates as evidenced by their execution thereof, but the Initial 133894294.4 -10- Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 133 894294.4 -1 1- B. Form of Definitive Certificate. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2023B Certificate Date: Interest Rate: Stated Maturity: CUSIP No. July 11, 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Closing Date (anticipated to occur on or about July 11, 2023), or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for until such principal sum has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year, commencing March 1, 2024 (each, an Interest Payment Date). Principal and premium, if any, of this Certificate shall be payable to the Registered Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 133894294.4 -12- This Certificate is one of the series specified in its title issued in the aggregate principal amount of$_ (the Certificates)pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1) (a) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste facilities, including generators and municipal landfill waste disposal cells, and (b) constructing, acquiring, purchasing, renovating, enlarging, and improving City park facilities, including City golf courses; (2)the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, pursuant to the authority conferred by and in strict conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through 271.065, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code, and the City's Home Rule Charter. As specified in the Ordinance,the Certificate stated to mature on March 1, 20 is referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Certificates Stated to Mature on March 1, 20 Principal Year Amount($) 2038 570,000 2039 600,000 2040 635,000 2041 665,000 2042 705,000* *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Certificate Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. 133 894294.4 -13- The Certificates stated to mature on and after March 1, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 20 , or on any date thereafter, in whole or in part, in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption; provided, however, that at least thirty (30) days prior written notice shall be sent to the Holder of the Certificates to be redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of$5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Certificate to the Paying Agent/Registrar at its corporate trust office, a new Certificate or Certificates of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Certificate (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Certificate is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Certificate within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City, within the limitations prescribed by law, and are further payable from and secured by a lien on and pledge of the Pledged Revenues(identified and defined in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the City's solid waste management system (the System), such lien on and pledge of the limited amount of Net Revenues being on parity with the lien thereon and pledge thereof securing the repayment of the currently outstanding Limited Pledge Obligations, but subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of any outstanding Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Senior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, and Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied and the revenues pledged for the payment of the Certificates; the terms and conditions under which the City may issue Senior Lien Obligations, Subordinate Lien Obligations, 133894294.4 -14- Inferior Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holder; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date)will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Certificate in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that issuance of the Certificates does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Certificates by the levy of a tax and collection of Pledged Revenues as aforestated. In case any provision in this Certificate or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 133894294.4 -15- [The remainder of this page intentionally left blank.] 133894294.4 -16- IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS By Mayor ATTEST: City Secretary (CITY SEAL) [The remainder of this page intentionally left blank.] 133894294.4 -17- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Not to appear on printed Certificates. D. Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive Certificates Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued under the provisions of the within-mentioned Ordinance; the Certificate or Certificates of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Certificates. 133894294.4 -18- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 133894294.4 -19- F. The Initial Certificate shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the Certificate(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed"as shown below"; (ii)first two paragraphs shall read as follows: REGISTERED PRINCIPAL REGISTERED AMOUNT NO. T-1 $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2023B Certificate Date: Interest Rate: Stated Maturity: CUSIP No. July 11, 2023 As Shown Below As Shown Below REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above stated to mature on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (Information to be inserted from schedule in Section 2 hereof) (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amounts hereof from the Closing Date (anticipated to be on or about July 11, 2023), or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for, until the principal amounts have become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above, computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year, commencing March 1, 2024 (each, an Interest Payment Date). 133894294.4 -20- Principal of this Certificate shall be payable to the Registered Owner hereof(the Holder), upon its presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar).Interest shall be payable to the Holder of this Certificate whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Form of Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate shall bear an appropriate legend as provided by the insurer to appear under the following header: [CERTIFICATE INSURANCE] SECTION 9. Definitions. For all purposes of this Ordinance(as defined below), except as otherwise expressly provided or unless the context otherwise requires: the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 27 and 44 of this Ordinance have the meanings assigned to them in Sections 27 and 44 of this Ordinance, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated"Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof, and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Additional Limited Pledge Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing as determined by the City Council in accordance with any applicable law. B. The term Authorized Representatives shall mean the City Manager of the City, an Assistant City Manager, the Chief Financial Officer, the City's Director of Finance and Procurement, and the City Attorney (any of the foregoing whether serving in a permanent or interim capacity). C. The term Certificates shall mean the $_, "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 202313" authorized by this Ordinance. D. The term Certificate Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. 133894294.4 -21- E. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas, Kleberg, and San Patricio Counties, Texas and, where appropriate, the City Council of the City. F. The term Closing Date shall mean the date of physical delivery of the Initial Certificate in exchange for the payment of the agreed purchase price for the Certificates. G. The term Collection Date shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become delinquent. H. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity,the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. I. The term Depository shall mean an official depository bank of the City. J. The term Fiscal Year shall mean the annual financial accounting period for the System now ending on September 30th of each year; provided, however, the City Council may change such annual financial accounting period to end on another date if such change is found and determined to be necessary for accounting purposes or is required by applicable law. K. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates. L. The term Gross Revenues for any period shall mean all income and revenues received by the City by virtue of its ownership and operation of the System, including, but not limited to, its rentals, fees, and other revenues resulting from the ownership of the System, including rentals received from leasing all or part of the System. However, it is expressly recognized that any such lease must comply with the requirements of the Code and existing regulations, published rulings, and court decisions. 133894294.4 -22- M. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. N. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations currently outstanding or hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Senior Lien Obligations or Subordinate Lien Obligations currently outstanding or hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Limited Pledge Obligations (including the Certificates and the Tax-Exempt Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and(ii)obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. O. The term Interest Payment Date shall mean the date semiannual interest is payable on the Certificates, being March 1 and September 1 of each year, commencing March 1, 2024, while any of the Certificates remain Outstanding. P. The term Limited Pledge Obligations shall mean (i) the outstanding and unpaid obligations of the City that are payable, in part, from and secured by a pledge of and lien on the Pledged Revenues of the System and designated as follows: (1) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010", dated July 1, 2010, in the original principal amount of$3,000,000; and (2) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2015", dated October 1, 2015, in the original amount of$10,020,000; and (3) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016", dated December 1, 2015, in the original amount of$2,000,000; and (4) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016A", dated July 1, 2016, in the original amount of$16,430,000; and (5) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017", dated May 1, 2017, in the original amount of$2,500,000; and (6) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2018A", dated June 1, 2018, in the original amount of$14,315,000; and 133894294.4 -23- (7) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2018B", dated June 1, 2018, in the original amount of$7,490,000; and (8) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2021A", dated September 1, 2021, in the original amount of$8,485,000; and (9) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2021B", dated September 1, 2021, in the original amount of$8,940,000; and (10) Upon issuance, the Certificates and the Tax-Exempt Certificates; and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City Council in accordance with any applicable law. Q. The term Maintenance and Operating Expenses shall mean the expenses of operation and maintenance, including all salaries, labor, materials, repairs and extensions necessary to maintain and operate the System; provided, however, that only such repairs and extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary to keep the System in operation and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical action or condition which would otherwise impair the security of any bonds or other obligations payable from and secured,in whole or in part, by a lien on the Net Revenues derived from the ownership and operation of the System shall be deducted in determining Net Revenues. R. The term Net Revenues for any period shall mean the Gross Revenues of the System less the Maintenance and Operating Expenses of the System. S. The term Ordinance shall mean this ordinance as finally passed and adopted by the City Council of the City. T. The term Outstanding when used in this Ordinance with respect to Certificates shall mean, as of the date of determination, all Certificates issued and delivered under this Ordinance, except: (1) those Certificates canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 29 of this Ordinance; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 25 of this Ordinance. 133894294.4 -24- U. The term Pledged Revenues shall mean, while the Certificates remain Outstanding, an amount of Net Revenues not in excess of$1,000. The Pledged Revenues shall be deposited, allocated, and expended in accordance with Section 10 of this Ordinance. V. The term Pledged Revenue Amount shall mean the total amount, not to exceed $1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole or in part by the City in any given Fiscal Year(however, any amounts transferred prior to the final maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate Fund. W. The term Pricing Officer shall mean either of the City Manager,the Chief Financial Officer, or the Director of Finance and Procurement of the City (which shall include any person serving in the foregoing capacity on an interim or non-permanent basis). X. The term Senior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations currently outstanding or hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, all as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System as determined by the City Council in accordance with any applicable law. Y. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations currently outstanding or hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Senior Lien Obligations currently outstanding or hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of any Inferior Lien Obligations hereafter issued by the City and the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. Z. The term Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. AA. The term Stated Maturity shall mean the annual principal payments of the Certificates payable on March 1 of each year the Certificates are Outstanding as set forth in Section 2 of this Ordinance. BB. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net 133894294.4 -25- Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. CC. The term System shall mean a plant, composting process plant,incinerator, sanitary landfill, transfer station, or other works and equipment that is acquired, installed, or operated to collect, handle, store, process, recover material or energy from, or dispose of solid waste, and includes sites for those works and equipment. DD. The term Tax Exempt Certificates shall mean the "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023[A]", authorized and issued pursuant to an ordinance adopted concurrently herewith. SECTION 10. Certificate Fund - Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment,redemption, and retirement of the Certificates,there shall be and is hereby created a special fund to be designated "COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2023B INTEREST AND SINKING FUND" (the Certificate Fund, which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose. Authorized Representatives of the City are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to pay the purchase price or the amount of principal of, premium, if any, and interest on the Certificates as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Certificates. The City, at its sole discretion, may deposit the Pledged Revenue Amount to the Certificate Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay principal of and interest on the Certificates as the same become due and payable. This Pledged Revenue Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with the provisions of the previous paragraph of this Section. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established by this Ordinance may, at the option of the City,be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation)by obligations of the type hereinafter described, or be invested, as authorized by any 133894294.4 -26- law, including investments held in book-entry form, in securities, including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 11. Tax Lew. To provide for the payment of the Debt Service Requirements on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and obligations of the City. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: A. Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) the amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year; (2) the amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Pledged Revenues, if any, or any other lawfully available funds to be appropriated and allocated during such year to pay such Debt Service Requirements, if any, prior to the Collection Date for the ad valorem taxes to be levied; and 133894294.4 -27- (3) the amount of Pledged Revenues, if any, or any other lawfully available funds appropriated and set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding Fiscal Year. B. The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (1) above less the sum total of the amounts established in paragraphs (2) and (3), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees that, subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and security of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City and (ii) the lien on and pledge of the Pledged Revenues (or such other limited amount of excess Net Revenues of the System)to the payment and security of the currently outstanding Limited Pledge Obligations, the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross Revenues derived from the operation of the System shall be kept separate and apart from all other funds, accounts and money of the City and shall be deposited as collected into the "CITY OF CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE FUND" (the Revenue Fund. All money deposited in the Revenue Fund shall be pledged and appropriated to the extent required for the following purposes and in the order of priority shown: • First: to the payment of the reasonable and proper Maintenance and Operating Expenses of the System required by statute or ordinances authorizing the issuance of any indebtedness of the City to be a first charge on and claim against the Gross Revenues of the System; • Second: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Senior Lien Obligations currently outstanding or hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Third: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Subordinate Lien Obligations currently outstanding or hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Fourth: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any 133894294.4 -28- Inferior Lien Obligations currently outstanding or hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; and • Fifth: To the payment of the amounts that may be deposited in the special funds and accounts established for the payment of the currently outstanding Limited Pledge Obligations,including the Certificates and the Tax-Exempt Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment, security and benefit thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund, after the deduction of all payments required to be made to the special funds or accounts created for the payment, security, and benefit of the (i) any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City and (ii) the currently outstanding Limited Pledge Obligations and any Additional Limited Pledge Obligations hereafter issued by the City, any amounts budgeted to be paid therefrom in such Fiscal Year. Accrued interest, if any, received from the Purchasers of the Certificates shall be deposited to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds, including investment income therefrom, from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 15. Security of Funds. All money on deposit in the funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 16. Maintenance of System - Insurance. The City covenants and agrees that while the Certificates remain Outstanding it will maintain and operate the System with all possible efficiency and maintain casualty and other insurance (including a system of self-insurance) on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type of business and that it will faithfully and punctually perform all duties with reference to the System required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, are held for the benefit of the holders of the Certificates until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are 133894294.4 -29- received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the City from doing so. SECTION 17. Rates and Charges. The City hereby covenants and agrees with the Holders of the Certificates that rates and charges for solid waste collection services afforded by the System will be established and maintained to provide Gross Revenues sufficient at all times: A. to pay,together with any other lawfully available funds, all operating,maintenance, depreciation, replacement, betterment, and other costs incurred in the maintenance and operation of the System, including, but not limited to, Maintenance and Operating Expenses; B. to produce Net Revenues sufficient, together with any other lawfully available funds, to pay (i)the interest on and principal of any Senior Lien Obligations currently outstanding or hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (ii)the interest on and principal of any Subordinate Lien Obligations currently outstanding hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (iii)the interest on and principal of any Inferior Lien Obligations currently outstanding or hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, and (iv) the amounts that may be deposited in the special funds established for the payment of the Limited Pledge Obligations or any Additional Limited Pledge Obligations hereafter issued by the City; and C. to pay other legally incurred indebtedness payable from the Net Revenues of the System and/or secured by a lien on the System or the Net Revenues thereof. SECTION 18. Records and Accounts - Annual Audit. The City further covenants and agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating thereto, as provided by Chapter 363, as amended, Texas Health and Safety Code, or other applicable law. The Holders of the Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of certified public accountants. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. SECTION 19. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth 133894294.4 -30- in this Ordinance,the Holders of any of the Certificates shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20. Issuance of Senior Lien Obligations - Subordinate Lien Obligations — Inferior Lien Obligations — Additional Limited Pledge Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Senior Lien Obligations payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System; B. Subordinate Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Senior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the Certificates and any Inferior Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City; and C. Inferior Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Senior Lien Obligations or Subordinate Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, the Taxable Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City; and D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited amount of the Net Revenues in accordance with the provisions of the following paragraph. Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without impairment of the obligation of contract with the holders of the currently outstanding Limited Pledge Obligations and the Certificates) upon such terms and conditions as the City Council may determine. Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations), 133894294.4 -31- shall not in any event be construed to be payable from the Pledged Revenues authorized by this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations to be budgeted and appropriated for the payment of the Certificates or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations. However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the payment of the Certificates, the Limited Pledge Obligations and any Additional Limited Pledge Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of any Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations hereafter issued by the City. SECTION 21. Special Covenants. The City hereby further covenants that: A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates and has lawfully exercised said powers under the laws of the State of Texas, including power existing under Chapter 363, as amended, Texas Health and Safety Code, and the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section 271.064, and the City's Home Rule Charter; and B. other than for the payment of the currently outstanding Senior Lien Obligations, Subordinate Lien Obligations, and the Limited Pledge Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 22. Application of the Covenants and Agreements of the Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obli ag tions. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administration and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the ordinances authorizing the issuance of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations hereafter issued, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations hereafter issued. It is expressly recognized that prior to the issuance of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations,the City must comply with each of the conditions precedent contained in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations and the Certificates, as appropriate. SECTION 23. Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. 133894294.4 -32- In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 24. Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement,if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and,if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If(1) any mutilated Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Certificate, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Certificate has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. 133894294.4 -33- SECTION 26. Sale of the Certificates — Official Statement Approval — Approval of Purchase Contract - Use of Certificate Proceeds. The Certificates authorized by this Ordinance are hereby sold by the City to as the authorized representative of a group of purchasers at a competitive sale (the Purchasers, having all the rights, benefits, and obligations of a Holder),in accordance with the provisions of an Official Bid Form(the Oficial Bid Form), dated 2023, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, at the price of par, plus a reoffering premium of$ (including the Purchasers' compensation of $ ), and no accrued interest, and is hereby approved and confirmed. The Initial Certificate shall be registered in the name of . It is hereby officially found, determined, and declared that the Purchasers are the highest bidder for the Certificates whose bid, received as a result of invitations for competitive bids in compliance with applicable law, produced the lowest true interest cost to the City. The pricing and terms of the sale of the Certificates are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Pricing Officer is hereby authorized and directed to execute the Official Bid Form for and on behalf of the City and as the act and deed of this City Council, and in regard to the approval and execution of the Official Bid Form, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Official Bid Form are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Certificates to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance,upon payment therefor in accordance with the terms of the Official Bid Form. Proceeds from the sale of the Certificates shall be applied as follows: (1) Accrued interest, if any, shall be deposited into the Certificate Fund. (2) The City received a [net] reoffering premium from the sale of the Certificates, $ of which is hereby allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ shall be deposited into the Certificate Fund as the rounding amount, (3) $ shall be deposited to the special construction account as specified in paragraph 3 as described below, and(4) $ to pay the remaining costs of issuance. (3) The balance of the proceeds derived from the sale of the Certificates (being the par amount of the Certificates in the amount of$ and a portion of the reoffering premium in the amount of$ ) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates and used to pay costs of such projects. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Certificates pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. 133894294.4 -34- SECTION 27. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Official Notice of Sale, Official Bid Form, and Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Certificates. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale referenced in the Official Bid Form (together with such changes approved by any Authorized Official, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated December 15, 2020, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. Each Authorized Official is hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Certificates SECTION 28. Taxable Obligations. The Certificates are not"state or local bonds" within the meaning of section 103(a)and(c)of the Internal Revenue Code of 1986, as amended;therefore, the interest on the Certificates is not excludable from the gross income of the holders thereof for federal income tax purposes. SECTION 29. Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Certificates pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers. Furthermore, each Authorized Representative is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Certificates, the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City's financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 30. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates, or any principal amount(s)thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s)thereof at Stated Maturity or to the redemption 133894294.4 -35- date therefor,together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and/or(ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s)thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Certificates, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Certificates. As and to the extent applicable, if at all, the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 27 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three(3)years after the Stated Maturity of the Certificates, or applicable redemption date, such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any determination not to redeem defeased Certificates that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1)in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Certificates for redemption; (2)gives notice of the reservation of that right to the owners of the defeased Certificates immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of(i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Certificates, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Certificates. SECTION 31. Printed Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, Austin, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the opinion to be dated and delivered as of the date of initial delivery and payment for the Certificates. Printing of a true and correct copy of the opinion on the reverse side of each of the Certificates, with 133894294.4 -36- appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 32. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof, and neither the City nor Bond Counsel are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 33. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 34. Ordinance a Contract, Amendments - Outstanding Certificates. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may,without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders,including the curing of any ambiguity,inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however,that,without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Certificates, reduce the principal amount thereof or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, the redemption price therefor, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required for consent to any such amendment, addition, or rescission. SECTION 35. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying Agent/Registrar, and the Holders. SECTION 36. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 37. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 38. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the 133894294.4 -37- application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 39. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 40. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council of the City. SECTION 41. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange,registration, and transferability of the Certificates. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 42. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 43. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 44. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Certificate or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificate. SECTION 45. Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: FMMA means the MSRB's Electronic Municipal Market Access system, accessible by the 133894294.4 -38- general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a(a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities(as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. Undertaking means the Issuer's continuing disclosure undertaking, described in subsections B through F below, hereunder accepted and entered into by the Issuer for the purpose of compliance with the Rule. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2023,financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 26 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i)prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB,when and if the audit report on such financial statements becomes available. Under current Texas law,including,but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within one hundred eighty (180) days after the last day of the City's fiscal year. Additionally,upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. 133894294.4 -39- C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Certificates to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of holders of the Certificates if material; (8) Certificate calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material; (15) Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and 133894294.4 -40- (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph(12)is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the Issuer intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Certificates to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. 133894294.4 -41- No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City,but only if(1)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format, Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format(PDF)files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the SEC. F. General Policies and Procedures Concerning Compliance with the Rule. 133894294.4 -42- Because the issuance of the Certificates is subject to the provisions of the Rule and because the potential "underwriters" in a negotiated sale of the Certificates or the initial purchasers in a competitive sale of the Certificates may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the Issuer hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit E,with which the Issuer shall follow to assure compliance with the Undertaking. The Issuer has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the Issuer's financial affairs, its municipal or financial advisors,its legal counsel(including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the Issuer and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Representative is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Representative to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 46. Book-Entry Only System. The Certificates shall initially be registered so as to participate in a securities depository system (the DTC System) with The Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Certificates shall be issued (following cancellation of the Initial Certificate described in Section 7) in the form of a separate single definitive Certificate. Upon issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Certificates registered in the name of Cede& Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Certificates from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Certificates, (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Certificates, as shown on the Security Register, of any notice with respect to the Certificates, including any notice of redemption, or (iii)the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Certificate, of any amount with respect to principal of, premium, if any, or interest on the Certificates. While in the DTC System, no person other than Cede& Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new 133894294.4 -43- nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder,the word"Cede& Co."in this Ordinance shall refer to such new nominee of DTC. In the event that (a)the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b)the Representation Letter shall be terminated for any reason, or (c)DTC or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Certificates shall no longer be restricted to being registered in the name of Cede& Co., as nominee of DTC. At that time, the City may determine that the Certificates shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Certificates may be registered in whatever name or names the Holders of Certificates transferring or exchanging the Certificates shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede& Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 47. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates, the Authorized Representatives and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance and as described in the Official Statement necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 48. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Certificates issued (or to be issued)pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Certificates, such budget entries shall, upon the issuance of Certificates,be automatically adjusted to reflect actual debt service payments on those Certificates coming due during the period of time covered by such budget. Each 133894294.4 -44- Authorized Representative, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 49. City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC.), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Representative, the City's Bond Counsel, and/or the City's Financial Advisor to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Certificates; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Certificates. SECTION 50. Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, pursuant to Chapter 1371, and any other applicable law, the Governing Body, hereby delegates to each Authorized Representative other than the Mayor the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, or any other contract that is determined by an Authorized Representative (other than the Mayor), the City's Financial Advisors, or the City's Bond Counsel to be necessary or incidental to the issuance of the Certificates as long as each of such contracts has a value of less than the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts); and, as necessary, to execute the Ancillary Bond Contracts on behalf and as the act and deed of the City. As a result of such delegation, the provisions of Section 2252.908, as amended, Texas Government Code, are not applicable to the Ancillary Bond Contracts pursuant to 1 Texas Administrative Code Sec. 46.1(c). SECTION 51. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] 133894294.4 -45- PASSED AND ADOPTED on the 13th day of June, 2023. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS 13th day of June, 2023: Miles Risley, City Attorney (CITY SEAL) Signature page to the Ordinance S-1 THE STATE OF TEXAS § COUNTY OF N UECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 13th day of June, 2023, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 202313, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 5 51. EXECUTED UNDER MY HAND AND SEAL of said City, this the 13th day of June, 2023. City Secretary (CITY SEAL) S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 23rd day of May, 2023, by the following vote: Paulette Guaj ardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the 13th day of June, 2023, by the following vote: Paulette Guaj ardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED, this the 13th day of June, 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor S-3 INDEX OF SCHEDULES AND EXHIBITS Schedule I—Approval Certificate Exhibit A—Paying Agent/Registrar Agreement Exhibit B — Official Bid Form Exhibit C—Description of Annual Financial Information Exhibit D—DTC Letter of Representations Exhibit E— General Policies and Procedures Concerning Compliance With the Rule [The remainder of this page intentionally left blank.] 133894294.4 Index-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. 133894294.4 A-1 EXHIBIT B OFFICIAL BID FORM SEE TAB NO. 133894294.4 B-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 44 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) [The City's audited financial statements for the most recently concluded fiscal year of the general type or to the extent these audited financial statements are not available,the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. (2) All quantitative financial information and operating data with respect to the City of the general type included in the Official Statement under Tables numbered 1 through 6 and 8 through 12 ("Financial Information").] Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 133894294.4 C-1 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. 133894294.4 D-1 EXHIBIT E GENERAL POLICIES AND PROCEDURES CONCERNING COMPLIANCE WITH THE RULE I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 44 of the Ordinance. Certificates refer to the Certificates that are the subject of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the Issuer is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019,the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies,processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the Issuer's compliance with the Rule. III. The Issuer is aware that the Rule was amended as of the Effective Date (the Rule Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16) to Section 44C of the Ordinance, which provisions are a part of the Undertaking. IV. The Issuer is aware that"participating underwriters" (as such term is defined in the Rule) of the Certificates must make inquiry and reasonably believe that the Issuer is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The Issuer now establishes the following general policies and procedures(the Policies and Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the Issuer's informal policies,procedures, and processes utilized prior to the Effective Date for compliance with the Issuer's obligations under the Rule,the advice from and discussions with the Issuer's internal senior staff(including staff charged with administering the Issuer's financial affairs), its municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the Compliance Team): 1. The Chief Financial Officer or the Director of Finance and Procurement(the Compliance Officer) shall be responsible for satisfying the Issuer's obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or "tickler" systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time, the Issuer's information of the type described in Section 44B of the Ordinance; 133894294.4 E-I 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 44C of the Ordinance; 4. the Compliance Officer shall work with external consultants of the Issuer, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the Issuer and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above,respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the Issuer, and (upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Certificates; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any Issuer agreement to covenants, events of default, remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration, termination event, modification of terms, or other similar events under the terms of any Financial Obligation,the occurrence of any of which reflect financial difficulties of the Issuer; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any "participating underwriter" (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the Issuer's internal staff identified by the Compliance Officer to assist with the Issuer's satisfaction of the terms and provisions of the Undertaking. 133894294.4 E-2 SC 0 v NOflPO Rpg9 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 23, 2023 Second Reading for the City Council Meeting of June 13, 2023 DATE: May 10, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO, Director of Finance and Procurement HeatherH3@cctexas.com (361) 826-3227 Delegating the Authorization for the Issuance of Tax Notes CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Limited Tax Notes, Series 2023", for street improvements in an amount not to exceed $3,500,000; levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the obligations; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement to execute documents relating to the sale of the notes; enacting other provisions incident and related thereto; and providing an effective date. SUMMARY: The City plans on issuing $3,500,000 of Tax Notes to complete street reconstruction projects. The amount of tax note issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. The ordinance delegates the authority to issue the tax notes to the City Manager, Chief Financial Officer, or the Director of Finance and Procurement per the plan of finance set by the City's financial advisors and within the parameters set forth in the ordinance for net present value savings and true interest rate. BACKGROUND AND FINDINGS: Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and Procurement - including any person serving in any of the foregoing capacities on an interim or non-permanent basis (the "Authorized Officials") the authority to approve the sale of the tax notes subject to the following parameters: 1) The principal amount in total of all tax notes sold may not exceed $3,500,000. 2) The true interest rate shall not exceed 4.75% per year. 3) Maximum maturity of March 1 , 2030. The City's bond counsel has confirmed that the City can delegate the sale of the tax notes to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371 , as amended, Texas Government Code. The issuance of these tax notes will complete the funding needed for the street reconstruction of Gollihar Road between Greenwood and Crosstown Expressway. This project was included in the 2018 bond but due to current costs in excess of the original estimates, there is a gap in funding of approximately $3.33M. Tax notes are a shorter- term debt option with a maximum term of seven years. Issuing tax notes is a multi-step process. Staff met with rating agencies the week of May 29, 2023 with expected ratings issued the week of June 12, 2023. The sale of the notes is expected mid-June depending on market conditions with the financing closing in August. The City Council will be updated with the final results of the issuance at completion. ALTERNATIVES: n/a FISCAL IMPACT: The fiscal impact of this ordinance is that it will generate $3,500,000 in tax note proceeds for use to complete the funding needed for street reconstruction projects. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance DRAFT ORDINANCE NO. AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2023" FOR STREET IMPROVEMENTS IN AN AMOUNT NOT TO EXCEED $3,500,000, LEVYING AN ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE OBLIGATIONS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE OBLIGATIONS, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND AN OFFICIAL BID FORM; COMPLYING WITH THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL OFFICER, DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE NOTES; ENACTING OTHER PROVISIONS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE WHEREAS, pursuant to the provisions of Chapter 1431, as amended, Texas Government Code (the Act), the City Council (the Governing Body) of the City of Corpus Christi, Texas (the City or the Issuer) is authorized and empowered to issue anticipation notes to pay contractual obligations incurred or to be incurred for the construction of any public works, for the purchase of materials, supplies, equipment, machinery, buildings, lands, and rights-of-way for the Issuer's authorized needs and purposes, and for professional services, including services provided by tax appraisal engineers, engineers, architects, attorneys, auditors, mapmakers, financial advisors, and fiscal agents; and WHEREAS, in accordance with the provisions of the Act, the Governing Body hereby finds and determines that anticipation notes should be issued and sold at this time to finance the costs of paying contractual obligations to be incurred for (1) designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith(but specifically excluding related City utility costs,which are the responsibility of the City's utility system); (2)the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects; and 135633734.3 WHEREAS, the Governing Body hereby finds and determines that the issuance of anticipation notes is in the best interests of the residents of the Issuer, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1: Authorization - Designation - Principal Amount - Purpose. General obligation notes of the Issuer shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS ($� to be designated and bear the title of"CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2023" (the Obligations), for the purpose of providing funds for (1) designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith (but specifically excluding related City utility costs,which are the responsibility of the City's utility system); (2) the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, all in conformity with the laws of the State of Texas, particularly Chapters 1431 and 1371, as amended, Texas Government Code, an ordinance adopted by the Governing Body on June 13, 2023, and the City's Home Rule Charter. As authorized by Chapter 1371, as amended, Texas Government Code (Chapter 1371), each Pricing Officer (defined herein) is hereby authorized, appointed, and designated as the officers of the Issuer authorized to act on behalf of the Issuer in selling and delivering the obligations as authorized herein and carrying out the procedures specified in this Ordinance, including approval of the following terms and provisions for the obligations: A. the aggregate principal amount of the obligations, as well as the principal amount of each stated maturity; B. the rate of interest to be borne on the principal amount of each stated maturity and the interest payment dates for the obligations; C. the Note Date for the obligations; D. whether the obligations are sold pursuant to a competitive or negotiated sale based upon the advice of the Issuer's financial advisor; E. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all, to the obligations; F. whether or not to issue the obligations on a taxable or tax-exempt basis and, if on a tax-exempt basis, subject to market conditions at the time of pricing and sale of the obligations; G. the pricing of the obligations, including use of premium, discount, underwriters' compensation, and costs of issuance; and 135633734.3 2 H. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the obligations, to consist of one (1) or more financial institutions included in the Issuer's approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate,which approval,replacement, and establishment (if any) shall supersede prior action or actions of the Governing Body concerning the same. The Obligations shall be issued within the following parameters: A. the principal amount of the Obligations issued hereunder shall not exceed $3,500,000; B. the maximum maturity of the Obligations shall not occur later than March 1, 2030; C. the true interest cost on the Obligations shall not exceed a rate greater than 4.75% per annum; and D. the Obligations hereunder issued shall be sold on or before June 13, 2024 (though the initial delivery of a particular series of Obligations may occur within a reasonable period of time occurring thereafter, as determined by a Pricing Officer). Any Pricing Officer, acting for and on behalf of the Issuer, is authorized, with respect to a series of obligations, to complete and execute an Approval Certificate, in substantially the form attached hereto as Schedule I. The execution of the Approval Certificate shall evidence the sale date of the Obligations by the Issuer to the initial purchasers thereof in accordance with the provisions of Chapter 1371 and as set forth in Schedule I. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of the Obligations pursuant to the delegated authority granted hereunder and to reflect such final terms for the Obligations, which includes (A) completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the particular series of Obligations then being issued, (B) selection of the appropriate terms to reflect the final transaction structure and terms of sale evidenced in an applicable Approval Certificate, and (C) such other necessary technical modifications to this Ordinance(including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing, each Pricing Officer is authorized to execute, as the act and deed of the Issuer and on behalf of the Governing Body, any and all contracts, agreements, letters, and certificates, relative to the Obligations that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of Obligations hereunder. It is further provided, however, that notwithstanding the foregoing provisions, the Obligations shall not be delivered unless prior to delivery, the Obligations have been rated by a nationally recognized rating agency for municipal securities in one(1)of the four(4)highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates — Dated Date. The Obligations shall be issued as fully registered obligations, without coupons, shall be dated July 11, 2023 (the Dated Date), and shall be in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity), and the 135633734.3 3 Obligations shall be lettered"R" and numbered consecutively from One (1)upward, and principal shall become due and payable on March 1 in each of the years and in principal amounts(the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date (hereinafter defined) or from the most recent Interest Payment Date (hereinafter defined)to which interest has been paid or duly provided for, to Stated Maturity, at the per annum rates, while Outstanding (hereinafter defined), in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates The Obligations shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on July 11, 2023) or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Obligations shall be payable on March 1 and September 1 in each year (each, an Interest Payment Date), commencing March 1, 2024, while the Obligations are Outstanding. SECTION 3: Payment of Obligations - Paying Agent/Registrar. The principal of, premium,if any, and the interest on the Obligations, due and payable by reason of Stated Maturity, shall be payable, without exchange or collection charges to the Holder (as hereinafter defined), appearing on the registration and transfer books maintained by the Paying Agent/Registrar (hereinafter defined), in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of,premium,if any, and interest on the Obligations shall be without exchange or collection charges to the Holder(as hereinafter defined) of the Obligations. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar), to serve as the initial Paying Agent/Registrar for the Obligations is hereby approved and confirmed, and the Issuer agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register)for the registration,payment, and transfer of the Obligations, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached,in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the Issuer may prescribe. The Issuer covenants to maintain and provide a Paying Agent/Registrar at all times while the Obligations are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an 135633734.3 4 association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The Issuer reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally,the Issuer agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Obligations by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Obligations, due and payable by reason of Stated Maturity, or otherwise, shall be payable only to the registered owner of the Obligations appearing on the Security Register (the Holder or Holders) maintained on behalf of the Issuer by the Paying Agent/Registrar as hereinafter provided(i)on the Record Date(hereinafter defined)for purposes of payment of interest on the Obligations, (ii) on the date of surrender of the Obligations for purposes of receiving payment of principal thereof at the Obligations' Stated Maturity, and (iii) on any date for any other purpose. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of an Obligation for purposes of receiving payment and all other purposes whatsoever, and neither the Issuer nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Obligations shall be payable only upon presentation and surrender of the Obligations to the Paying Agent/Registrar at its corporate trust office. Interest on the Obligations shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Obligations (the Record Date) and shall be paid(i)by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Obligations shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close,then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Obligations was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder of an Obligation 135633734.3 5 appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: No Redemption. The Obligations are not subject to redemption prior to Stated Maturity. SECTION 5: Execution - Registration. The Obligations shall be executed on behalf of the Issuer by its Mayor or Mayor Pro Tem under the seal of the Issuer reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Obligations may be manual or facsimile. Obligations bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Obligations to the Purchasers (hereinafter defined), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Obligation shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Obligation either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Obligation shall be conclusive evidence, and the only evidence, that such Obligation has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Obligations - Predecessor Obligations. A Security Register relating to the registration, payment, transfer, or exchange of the Obligations shall at all times be kept and maintained by the Issuer at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each Holder of the Obligations, or, if appropriate, the nominee thereof, issued under and pursuant to the provisions of this Ordinance. Any Obligation may,in accordance with its terms and the terms hereof,be transferred or exchanged for Obligations of other authorized denominations upon the Security Register by the Holder,in person or by his duly authorized agent, upon surrender of such Obligation to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Obligation at the corporate trust office of the Paying Agent/Registrar,the Issuer shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Obligations of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Obligation or Obligations surrendered for transfer. At the option of the Holder, Obligations may be exchanged for other Obligations of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Obligations surrendered for exchange upon surrender 135633734.3 6 of the Obligations to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Obligations are so surrendered for exchange, the Issuer shall execute, and the Paying Agent/Registrar shall register and deliver, the Obligations to the Holder requesting the exchange. All Obligations issued upon any transfer or exchange of Obligations shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the Issuer, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Obligations surrendered upon such transfer or exchange. All transfers or exchanges of Obligations pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Obligations canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Obligations, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Obligation or Obligations registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Obligations shall include any Obligation registered and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Obligation which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Obligation. SECTION 7: Initial Obligation. The Obligations herein authorized shall be initially issued as a single fully registered Obligation in the aggregate principal amount of$_ with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1 (the Initial Obligation), and the Initial Obligation shall be registered in the name of the Purchasers (defined herein) or the designee thereof. The Initial Obligation shall be the Obligation submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Obligation,the Paying Agent/Registrar, pursuant to written instructions from the Purchasers, or the designee thereof, shall cancel the Initial Obligation delivered hereunder and exchange therefor Definitive Obligations of like kind and of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: FORMS. A. Forms Generally. The Obligations, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Obligations shall be substantially in the 135633734.3 7 forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Obligations, or any Stated Maturities thereof, are insured, and any reproduction of an opinion of Bond Counsel (hereinafter referenced))thereon as may, consistent herewith,be established by the Issuer or determined by the officers executing the Obligations as evidenced by their execution thereof. Any portion of the text of any Obligation may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Obligation. The definitive Obligations shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Obligations as evidenced by their execution thereof, but the Initial Obligation submitted to the Attorney General of the State of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 135633734.3 8 B. Form of Definitive Obligations. REGISTERED REGISTERED NO. PRINCIPAL AMOUNT United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2023 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: July 11, 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas (the Issuer), a body corporate and a municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above,the Principal Amount specified above, and to pay interest on the unpaid Principal Amount hereof from the Closing Date, anticipated to occur on or about July 11, 2023, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for,to Stated Maturity,while Outstanding, at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year(each, an Interest Payment Date) commencing March 1, 2024. Principal on this Obligation shall be payable to the Registered Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Obligation(or one or more Predecessor Obligations, as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Obligation shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 135633734.3 As specified in the Ordinance,the Obligations are not subject to redemption prior to Stated Maturity. This Obligation is one of the series specified in its title issued in the aggregate principal amount of$� (the Obligations)pursuant to an ordinance adopted by the Governing Body of the Issuer (the Ordinance), for the purpose of (1) designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith(but specifically excluding related City utility costs,which are the responsibility of the City's utility system); (2)the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, all in conformity with the laws of the State of Texas, including Chapters 1431 and 1371, as amended, Texas Government Code, an ordinance adopted by the Governing Body on June 13, 2023, and the City's Home Rule Charter. The Obligations of this series are payable from the proceeds of an annual ad valorem tax levied upon all taxable property within the Issuer within the limitations prescribed by law. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Obligations; the terms and conditions relating to the transfer or exchange of the Obligations;the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the Issuer and the Paying Agent/Registrar; the terms and provisions upon which this Obligation may be discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Obligation, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Obligations of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii)on the date of surrender of this Obligation as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, and (iii) on any other date as the owner hereof for all other purposes, and neither the Issuer nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days 135633734.3 10 thereafter, a new record date for such interest payment(a Special Record Date)will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five(5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Obligation in order to render the same a legal, valid, and binding obligation of the Issuer have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that issuance of the Obligations does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of,premium if any, and interest on the Obligations by the levy of a tax as aforestated. In case any provision in this Obligation or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Obligation and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF,the Issuer has caused this Obligation to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS By Mayor ATTEST: City Secretary (CITY SEAL) 135633734.3 1 1 [The remainder of this page intentionally left blank.] 135633734.3 12 C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Obligation Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Obligation has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Do Not Print on Definitive Obligations. D. *Form of Certificate of Paying Agent/Registrar to Appear on Definitive Obligations Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Obligation has been duly issued under the provisions of the within-mentioned Ordinance; the Obligation or Obligations of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Obligations. 135633734.3 13 E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Obligation on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Obligation in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 135633734.3 14 F. Form of Initial Obli ag tion. The Initial Obligation shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Obligation shall be modified as follows: (i) immediately under the name of the Obligation the headings "Interest Rate " and "Stated Maturity " shall both be completed "as shown below"; (ii) the first two paragraphs shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas(the Issuer), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (Information to be inserted from schedule in Section 2 hereof). and to pay interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur on July 11, 2023) or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for,to Stated Maturity, while Outstanding, at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year, (each, an Interest Payment Date) commencing March 1, 2024. Principal of this Obligation shall be payable to the Registered Owner hereof(the Holder), upon its presentation and surrender, to Stated Maturity, while Outstanding, at the corporate trust office The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Obligation whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Obligation shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. 135633734.3 15 [END OF FORMS] A. Insurance Legend. If bond insurance is obtained by the Issuer or the Purchasers for the Obligations, the definitive Obligations and the Initial Obligation shall bear an appropriate legend as provided by the bond insurer under the appropriate heading as follows: [BOND INSURANCE] SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 19 and 36 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated"Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii)the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Authorized Officials shall mean the City Manager, each Assistant City Manager, Chief Financial Officer, Director of Finance and Procurement, City Secretary, and City Attorney of the City. B. The term City or the Issuer shall mean the City of Corpus Christi, Texas located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the Governing Body of the Issuer. C. The term Closing Date shall mean the date of physical delivery of the Initial Obligation in exchange for the payment in full by the Purchasers. D. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the Issuer as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be prepaid as to principal prior to Stated Maturity. E. The term Depository shall mean an official depository bank of the Issuer. F. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a 135633734.3 16 state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Obligations. G. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Obligation. H. The term Interest Payment Date shall mean the date interest is payable on the Obligations, being March 1 and September 1 of each year, commencing March 1, 2024, while any of the Obligations remain Outstanding. I. The term Obligation Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. J. The term Obligations shall mean the $_, "CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2023" authorized by this Ordinance. K. The term Ordinance shall mean this ordinance finally adopted by the Governing Body of the Issuer on June 13, 2023. L. The term Outstanding when used in this Ordinance with respect to Obligations shall mean, as of the date of determination, all Obligations issued and delivered under this Ordinance, except: (1) those Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Obligations for which payment has been duly provided by the Issuer in accordance with the provisions of Section 21 of this Ordinance; and (3) those Obligations that have been mutilated, destroyed, lost, or stolen and replacement Obligations have been registered and delivered in lieu thereof as provided in Section 17 of this Ordinance. M. The term Pricing Officer shall mean either of the City Manager,the Chief Financial Officer, or the Director of Finance and Procurement of the City (which shall include any person serving in the foregoing capacity on an interim or non-permanent basis). N. The term Purchasers shall mean the initial purchasers of the Obligations named in Section 18 of this Ordinance. O. The term Series 2023 Bonds shall mean the"City of Corpus Christi, Texas General Improvement Bonds, Series 2023", authorized and issued pursuant to an ordinance adopted concurrently herewith. 135633734.3 17 P. The term Series 2023 Certificates shall mean the "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2023A", authorized and issued pursuant to an ordinance adopted concurrently herewith. Q. The term Stated Maturity shall mean the annual principal payments of the Obligations payable on March 1 of each year, as set forth in Section 2 of this Ordinance. SECTION 10: Obligation Fund — Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment and retirement of the Obligations, there shall be and is hereby created a special Fund to be designated "LIMITED TAX NOTES, SERIES 2023, INTEREST AND SINKING FUND" (the Obligation Fund), which Fund shall be kept and maintained at the Depository, and money deposited in such Fund shall be used for no other purpose and shall be maintained as provided in Section 19. Authorized Officials of the Issuer are hereby authorized and directed to make withdrawals from the Obligation Fund sufficient to pay the principal of,premium, if any, and interest on the Obligations as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Obligation Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Obligations, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Obligations. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any Fund created and established pursuant to the provisions of this Ordinance may, at the option of the Issuer, may be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured(to the extent not insured by the Federal Deposit Insurance Corporation)by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Small Business Administration, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such Fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Obligations. SECTION 11: Tax Levy. To provide for the payment of the Debt Service Requirements on the Obligations being (i) the interest on the Obligations and (ii) a sinking fund for their 135633734.3 18 redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Obligations or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars' valuation of taxable property in the Issuer, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Obligation Fund and are thereafter pledged to the payment of the Obligations. The Governing Body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the Issuer for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and other obligations of the Issuer. SECTION 12: Deposits to Obligation Fund — Surplus Obligation Proceeds. The Issuer hereby covenants and agrees to cause to be deposited in the Obligation Fund prior to a principal and interest payment date for the Obligations, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Obligations as the same accrues or matures or comes due by reason of Stated Maturity. Accrued interest, if any, received from the Purchasers of the Obligations shall be deposited to the Obligation Fund. In addition, any surplus proceeds from the sale of the Obligations, including investment income thereon, not expended for authorized purposes, as described in Section 1 hereof, shall be deposited in the Obligation Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in said Fund from ad valorem taxes. SECTION 13: Security for Funds. All money on deposit in the Funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 14: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the Issuer covenants and agrees particularly that in the event the Issuer (a) defaults in the payments to be made to the Obligation Fund or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Obligations shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the Issuer and other officers of the Issuer to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may 135633734.3 19 be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 15: Notices to Holders —Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 16: Cancellation. All Obligations surrendered for payment, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Issuer may at any time deliver to the Paying Agent/Registrar for cancellation any Obligations previously certified or registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Obligations so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Obligations held by the Paying Agent/Registrar shall be destroyed as directed by the Issuer. SECTION 17: Mutilated, Destroyed, Lost, and Stolen Obligations. If (1) any mutilated Obligation is surrendered to the Paying Agent/Registrar, or the Issuer and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Obligation, and(2)there is delivered to the Issuer and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent/Registrar that such Obligation has been acquired by a bona fide purchaser, the Issuer shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Obligation, a new Obligation of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Obligation has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Obligation, pay such Obligation. Upon the issuance of any new Obligation or payment in lieu thereof, under this Section, the Issuer may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. 135633734.3 20 Every new Obligation issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Obligation shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Obligation shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Obligations. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Obligations. SECTION 18: Sale of Obligations—Authorization of Official Bid Form—Approval of the Official Statement— Use of Obligation Proceeds. The Obligations authorized by this Ordinance are hereby sold by the City to as the authorized representative of a group of purchasers at a competitive sale (the Purchasers, having all the rights, benefits, and obligations of a Holder),in accordance with the provisions of an Official Bid Form(the Oficial Bid Form), dated 2023, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, at the price of par, plus a reoffering premium of$ (including the Purchasers' compensation of $ ), and no accrued interest and is hereby approved and confirmed. The Initial Obligation shall be registered in the name of . It is hereby officially found, determined, and declared that the Purchasers are the highest bidder for the Obligations whose bid, received as a result of invitations for competitive bids in compliance with applicable law, produced the lowest true interest cost to the City. The pricing and terms of the sale of the Obligations are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Pricing Officer is hereby authorized and directed to execute the Official Bid Form for and on behalf of the City and as the act and deed of this Governing Body, and in regard to the approval and execution of the Official Bid Form, the Governing Body hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Official Bid Form are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Obligations to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Official Bid Form. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Official Notice of Sale, Official Bid Form, and Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Obligations. The final Official Statement,being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale referenced in the Official Bid Form (together with such changes approved by any Authorized Official, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated , 2023 in the reoffering, sale and delivery of the Obligations to the public. The Mayor, Mayor Pro Tem, and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the Governing Body and constitute the Official 135633734.3 21 Statement authorized for distribution and use by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Obligations. Proceeds from the sale of the Obligations shall be applied as follows: (1) Accrued interest, if any, received from the Purchasers shall be deposited into the Obligation Fund. (2) The balance of the proceeds derived from the sale of the Obligations (after paying costs of issuance) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Obligations. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Obligations pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 12 of this Ordinance. SECTION 19: Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Closing Date shall mean the date of physical delivery of the Initial Obligation in exchange for the payment in full by the Purchasers. Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Obligations. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Obligations are invested and which is not acquired to carry out the governmental purposes of the Obligations. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal 135633734.3 22 Revenue Code of 1954, which are applicable to the Obligations. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Obligations, the Series 2023 Bonds, and the Series 2023 Certificates, combined as a single issue, has the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The Issuer shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Obligations to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Issuer receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Obligation, the Issuer shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent it will not cause the Obligations to become"private activity bonds"within the meaning of section 141 of the Code and the Regulations and rulings thereunder,the Issuer shall at all times prior to the last Stated Maturity of Obligations: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Obligations, and not use or permit the use of such Gross Proceeds(including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof)other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Obligations or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the Issuer or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent it will not cause the Obligations to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and 135633734.3 23 rulings thereunder, the Issuer shall not use Gross Proceeds of the Obligations to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (i)property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (ii) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or(iii) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Obligations to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not at any time prior to the final Stated Maturity of the Obligations directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Obligations. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the Issuer shall not take or omit to take any action which would cause the Obligations to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The Issuer shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The Issuer shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Obligation is discharged. However, to the extent permitted by law, the Issuer may commingle Gross Proceeds of the Obligations with other money of the Issuer, provided that the Issuer separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the Issuer shall calculate the Rebate Amount in accordance with rules set forth in section 148(f)of the Code and the Regulations and rulings thereunder. The Issuer shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Obligations until six years after the final Computation Date. (3) As additional consideration for the purchase of the Obligations by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners 135633734.3 24 thereof for federal income tax purposes, the Issuer shall pay to the United States out of the Obligation Fund or its general fund, as permitted by applicable Texas statute,regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Obligations equals (i)in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii)in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038- T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The Issuer shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter(and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Obligations, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Obligations not been relevant to either party. J. Obligations Not Hedge Bonds. (1) The Issuer reasonably expects to spend at least 85% of the spendable proceeds of the Obligations within three years after such Obligations are issued. (2) Not more than 50% of the proceeds of the Obligations will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections. The Issuer hereby directs and authorizes any Authorized Official and Bond Counsel, either or any combination of the foregoing,to make such elections in the Certificate as to Tax Exemption or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Obligations. Such elections shall be deemed to be made on the Closing Date. SECTION 20: Control and Custody of Obligations. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Obligations pending their approval by the Attorney General of the State of Texas, the registration 135633734.3 25 thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Obligations to the Purchasers. Furthermore, any Authorized Official, either or all, are hereby authorized and directed to furnish and execute such documents relating to the Issuer and its financial affairs as may be necessary for the issuance of the Obligations, the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the Issuer's financial advisors, Bond Counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Obligation to the Purchasers and the initial exchange thereof for definitive Obligations. SECTION 21: Satisfaction of Obligation of Issuer. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Obligations, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the Issuer to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Obligations, or any principal amount(s)thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when: (i) money sufficient to pay in full such Obligations or the principal amount(s) thereof at Stated Maturity, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent; and/or(ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Obligations, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof. In the event of a defeasance of the Obligations, the Issuer shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Obligations. To the extent applicable (if at all), the Issuer covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Obligations to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 19 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Obligations, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the Issuer or deposited as directed by the Issuer. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Obligations and remaining unclaimed for a period of three(3)years after the Stated Maturity of the Obligations, such money was deposited and is held in trust to pay shall upon the request of the Issuer be remitted to the Issuer against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. 135633734.3 26 SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the Obligations is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Obligations, said opinion to be dated and delivered as of the date of initial delivery and payment for such Obligations. Printing of a true and correct copy of this opinion on the reverse side of each of the Obligations, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the Issuer is hereby approved and authorized. SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Obligations. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Obligations shall be of no significance or effect as regards the legality thereof, and neither the Issuer nor attorneys approving said Obligations as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Obligations. SECTION 24: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 25: Ordinance a Contract; Amendments - Outstanding Obligations. The Issuer acknowledges that the covenants and obligations of the Issuer herein contained are a material inducement to the purchase of the Obligations. This Ordinance shall constitute a contract with the Holders from time to time, shall be binding on the Issuer and its successors and assigns, and shall not be amended or repealed by the Issuer so long as any Obligation remains Outstanding except as permitted in this Section. The Issuer may,without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Issuer may, with the written consent of Holders holding a majority in aggregate principal amount of the Obligations then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however that, without the consent of all Holders of Outstanding Obligations, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Obligations, reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, or interest on the Obligations, (2) give any preference to any Obligation over any other Obligation, or (3) reduce the aggregate principal amount of Obligations required for consent to any such amendment, addition, or rescission. SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the Issuer, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the Issuer,Bond Counsel, the Paying Agent/Registrar, and the Holders. SECTION 27: Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. 135633734.3 27 SECTION 28: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 29: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 30: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Governing Body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the Governing Body. SECTION 32: Authorization of Paying Agent/Registrar Agreement. The Governing Body of the Issuer hereby finds and determines that it is in the best interest of the Issuer to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange,registration, and transferability of the Obligations. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 33: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is finally adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 34: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the Issuer or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 35: No Recourse Against Issuer Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Obligation or for any claim based thereon or on this Ordinance against any official of the Issuer or any person executing any Obligation. SECTION 36: Continuing Disclosure Undertaking. A. Definitions. 135633734.3 28 As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a(a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities(as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. Undertaking means the City's continuing disclosure undertaking, described in Subsections B through F below, hereunder accepted and entered into by the City for the purpose of compliance with the Rule. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2023,financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 18 of this Ordinance,being the information described in Exhibit D hereto, and(2)if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit D hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB,when and if the audit report on such financial statements becomes available. Under current Texas law,including,but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within 180 days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. 135633734.3 29 If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Obligations to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Obligations, or other material events affecting the tax status of the Obligations; (7) Modifications to rights of holders of the Obligations, if material; (8) Obligation calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Obligations, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material; 135633734.3 30 (15) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph(12)is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the City intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Obligations within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Obligations to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Obligations, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Obligations at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY OBLIGATION OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM 135633734.3 31 ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City,but only if(1)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Obligations in the primary offering of the Obligations in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Obligations consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Obligations. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Obligations in the primary offering of the Obligations, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. 135633734.3 32 E. Information Format—Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format(PDF)files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the SEC. F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Obligations is subject to the provisions of the Rule and because the potential "underwriters" in a negotiated sale of the Obligations or the initial purchasers in a competitive sale of the Obligations may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the City hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the "Policies and Procedures"), attached hereto as Exhibit E,with which the City shall follow to assure compliance with the Undertaking. The City has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the City's financial affairs, its municipal or financial advisors,its legal counsel(including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the City and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 37: Book-Entry Only System. The Obligations may initially be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC.), as set forth herein. Each Stated Maturity of the Obligations shall be issued (following cancellation of the Initial Obligation described in Section 7) in the form of a separate single definitive Obligation. Upon issuance, the ownership of each such Obligation shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Obligations shall be registered in the name of Cede & Co., as the nominee of DTC. The Issuer and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit C (the Representation Letter). 135633734.3 33 With respect to the Obligations registered in the name of Cede& Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Obligations from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Obligations (an Indirect Participant). Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Obligations, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Obligations, as shown on the Security Register, of any notice with respect to the Obligations, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of an Obligation, of any amount with respect to principal of, premium, if any, or interest on the Obligations. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, or interest on the Obligations pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word"Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a)the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b)the Representation Letter shall be terminated for any reason, or(c) DTC or the Issuer determines that it is in the best interest of the beneficial owners of the Obligations that they be able to obtain certificated Obligations, the Issuer shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Obligations shall no longer be restricted to being registered in the name of Cede& Co., as nominee of DTC. At that time,the Issuer may determine that the Obligations shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the Issuer, or such depository's agent or designee, and if the Issuer and the Paying Agent/Registrar do not select such alternate securities depository system then the Obligations may be registered in whatever name or names the Holders of Obligations transferring or exchanging the Obligations shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Obligation is registered in the name of Cede& Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Obligation and all notices with respect to such Obligation shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 38: Reserved. SECTION 39: Further Procedures. The officers and employees of the Issuer are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal 135633734.3 34 and on behalf of the Issuer all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Obligations,the Paying Agent/Registrar Agreement,the Official Bid Form, and the Official Statement. In addition, prior to the initial delivery of the Obligations, any Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or(iii)obtain the approval of the Obligations by the Texas Attorney General's office. In case any officer of the Issuer whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 40: Contracts with Financial Advisor. The Governing Body authorizes the Mayor and/or the City Manager, or their designees, to take all actions necessary to execute any necessary financial advisory contracts with Specialized Public Finance, Inc., as the financial advisor to the City (the Financial Advisor). The City understands that under applicable federal securities laws and regulations that the City must have a contractual arrangement with its Financial Advisor relating to the sale, issuance, and delivery of the Obligations. SECTION 41: Issuer's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC.), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the Issuer hereby consents to and authorizes any Authorized Representative, Bond Counsel to the Issuer, and/or Financial Advisor to the Issuer to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Obligations; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Obligations. SECTION 42: Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] 135633734.3 35 PASSED, APPROVED AND ADOPTED on the 13th day of June, 2023. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 13th day of June, 2023: Miles Risley, City Attorney [The remainder of this page intentionally left blank.] Signature page to the Ordinance S-1 THE STATE OF TEXAS § COUNTY OF N UECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 13th day of June, 2023, authorizing the issuance of the City's tax notes, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 5 51. EXECUTED UNDER MY HAND AND SEAL of said City, this the 13th day of June, 2023. City Secretary (CITY SEAL) Signature page to the Ordinance S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 23rd day of May, 2023, by the following vote: Paulette Guaj ardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the 13th day of June, 2023, by the following vote: Paulette Guaj ardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED, this the 13th day of June, 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor Signature page to the Ordinance S-3 INDEX TO EXHIBITS Exhibit A....................Paying Agent/Registrar Agreement Exhibit B....................Official Bid Form Exhibit C....................DTC Letter of Representations Exhibit D................... Description of Annual Financial Information Exhibit E................... General Policies and Procedures Concerning Compliance with the Rule Signature page to the Ordinance S-3 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. 135633734.3 A-1 EXHIBIT B Official Bid Form See Tab No. 135633734.3 B-1 EXHIBIT C DTC Letter of Representations See Tab No. 135633734.3 C-1 EXHIBIT D Description of Annual Financial Information The following information is referred to in Section 36 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City attached to the Official Statement as Appendix B, but for the most recently concluded fiscal year. (2) The information of the type included in Tables 1 through 6 and 8 through 15 of the Official Statement. Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 135633734.3 D-1 EXHIBIT E General Policies and Procedures Concerning Compliance with the Rule I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 36 of the Ordinance. "Notes" refer to the Notes that are the subject of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the City is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019, the effective date of the most recent amendment to the Rule(the"Effective Date"), and has implemented and maintained internal policies, processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the City's compliance with the Rule. III. The City is aware that the Rule was amended as of the Effective Date (the "Rule Amendment") and has accommodated this amendment by adding paragraphs (15) and (16) to Section 36C of the Ordinance, which provisions are a part of the Undertaking. IV. The City is aware that"participating underwriters" (as such term is defined in the Rule) of the Notes must make inquiry and reasonably believe that the City is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The City now establishes the following general policies and procedures (the "Policies and Procedures") for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the City's informal policies, procedures, and processes utilized prior to the Effective Date for compliance with the City's obligations under the Rule, the advice from and discussions with the City's internal senior staff (including staff charged with administering the City's financial affairs), its municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the"Compliance Team"): 1. the Chief Financial Officer and Director of Finance and Procurement of the City (each, a "Compliance Officer") shall be responsible for satisfying the City's obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or"tickler" systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time, the City's information of the type described in Section 36B of the Ordinance; 135633734.3 E-1 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 36C of the Ordinance; 4. the Compliance Officer shall work with external consultants of the City, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the City and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above, respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the City, and(upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Notes; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any City agreement to covenants, events of default, remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration,termination event,modification of terms, or other similar events under the terms of any Financial Obligation, the occurrence of any of which reflect financial difficulties of the City; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any "participating underwriter" (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the City's internal staff identified by the Compliance Officer to assist with the City's satisfaction of the terms and provisions of the Undertaking. 135633734.3 E-2