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Home My WebLink AboutAgenda Packet City Council - 06/18/2024 Cityof Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Agenda Final-revised City Council Tuesday,June 18,2024 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 Father Thomas Bartz with St. Nicholas Greek Orthodox Church. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Zena Garcia, 2nd grader at Rafael Galvan Elementary School. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: (ITEMS 1 - 3) 1. 24-0969 Overview of Major City Initiatives in Development 2. 24-0724 2nd Quarter Finance and Budget Report 3. 24-1018 Video Highlight of Cole Park Splash Pad and Playground City of Corpus Christi Page 1 Printed on 611712024 City Council Meeting Agenda-Final-revised June 18,2024 F. PUBLIC COMMENT-APPROXIMATELY 12:00 P.M. To speak during this public comment period on a city-related matter or agenda item, 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 Communications Department at least 24 hours prior to the Meeting. Please contact Communications at 826-3211 to coordinate. This is a public hearing for all items on this agenda. G. BOARD &COMMITTEE APPOINTMENTS: (NONE) H. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed;may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance;or may modify the action specified. I. CONSENT AGENDA: (ITEMS 4 - 18) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 4. 24-1017 Approval of the June 11, 2024 Regular Meeting Minutes sponsors: City Secretary's Office Consent-Second Reading Ordinances 5. 24-0611 Ordinance accepting a grant from the State of Texas Governor's Homeland Security Grants Division for Operation Stonegarden (drug and human trafficking) for overtime, fringe benefits, one replacement Chevy Tahoe, and fuel/maintenance in the amount of$228,898.00; and appropriating $228,898.00 in the Police Grants Fund. sponsors: Police Department 6. 24-0805 Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for$240,003.00, with a cash match of$24,000.00, for the Public Health Emergency Preparedness City of Corpus Christi Page 2 Printed on 611712024 City Council Meeting Agenda-Final-revised June 18,2024 (PHEP) Grant from the Texas Department of State Health Services (DSHS) to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention (CDC) for the period of July 1, 2024, through June 30, 2025. sponsors: Health Department 7. 24-0826 Zoning Case No. ZN8219, City of Corpus Christi (District 2). Ordinance rezoning a property at or near 2212 Morris Street from the "RS-6"/SP Single-Family 6 District with a Special Permit and the "Cl" Intensive Commercial District to the "RM-2" Multifamily District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). sponsors: Development Services 8. 24-0838 Zoning Case No. ZN8242, Zumic Investments LLC (District 1). Ordinance rezoning a property at or near 4458 Church Street from the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). sponsors: Development Services 9. 24-0626 Ordinance authorizing mid-year budget adjustments and amending the Operating and Capital Budgets, as applicable, for fiscal year 2023-2024 (FY 2024) in the manner and method stated for the following items: transferring $400,000.00 from the TIRZ #2 Fund to the Capital Budget and appropriating for the design of Commodore Park; transferring $108,256.88 from the unreserved fund balance in the Sewer Connection Fund to the Wastewater Capital Reserve Fund and appropriating to fund wastewater projects; appropriating $370,000.00 from the unreserved fund balance in the Golf Center Fund to upgrade a water reuse pump station located at Greenwood Wastewater Treatment Plant; and appropriating $243,734.00 from the unreserved fund balance in the Golf Center Fund for the Gabe Lozano Firefly and Practice Range Projects. sponsors: Office of Management and Budget Consent- Contracts and Procurement 10. 24-0803 Motion authorizing the execution of a one-month service agreement with Fitness Superstore, Inc., of Benicia, California, for$87,295.80, for the purchase, delivery, and installation of fitness equipment for the new Corpus Christi Police Training Academy, with funding from the 2022 CO Facility Maintenance CIP Fund. sponsors: Police Department and Finance &Procurement 11. 24-0667 Motion authorizing the execution of a one-year supply agreement, with two one-year options, with ACT Pipe & Supply, of Corpus Christi, in an amount not to exceed $317,614.90. and a potential amount up to $952,844.70 if City of Corpus Christi Page 3 Printed on 611712024 City Council Meeting Agenda-Final-revised June 18,2024 options are exercised, for the purchase of brass service water fittings for the Corpus Christi Water Department, with FY 2024 funding of $105,871.63 from the Water Fund. Sponsors: Corpus Christi Water and Finance &Procurement Consent- Capital Projects 12. 24-0876 Motion awarding a construction contract to Epic Energy Services, LLC., Odem, Texas, in an amount not to exceed $1,000,000.00 for the Indefinite Delivery/Indefinite Quantity Lifecycle Curb & Gutter Replacement to repair the damaged curb and gutter, associated concrete sidewalk and driveway apron projects located city-wide with FY 2024 funding available from Storm Water capital funds. Sponsors: Public Works/Street Department, Engineering Services and Contracts and Procurement 13. 24-0875 Motion awarding a construction contract to McDonald Municipal & Industrial, Houston, TX, for the Central Kitchen Generator project in an amount of$352,469.00 to install a backup power generator at the Central Kitchen located at Del Mar College West Campus, located in Council District 3, with FY 2024 funding available from the Community Development Block Grant (CDBG) Program and General Fund. Sponsors: Parks and Recreation Department, Engineering Services and Contracts and Procurement 14. 24-0874 Motion awarding a construction contract to DLF Texas, Corpus Christi, TX, for the Ben Garza Park Gymnasium Locker Room Improvements project in an amount of$420,049.87 for the Gymnasium Locker Room improvements including bathrooms, located in Council District 1 with FY 2024 funding available from the Community Development Block Grant (CDBG) Program and General Fund. Sponsors: Parks and Recreation Department, Engineering Services and Contracts and Procurement General Consent Items 15. 24-0893 Resolution finding that AEP Texas Inc.'s requested increase to its electric transmission and distribution rates and charges within the city should be denied and requiring reimbursement of City rate case expenses Sponsors: Legal Department 16. 24-0964 Resolution exempting London Ranch Estates Subdivision, located on County Road 22 between County Road 51 and 49, from payment of wastewater lot or acreage fees under Section 8.5.2.G.1 of the Unified Development Code. Sponsors: Development Services City of Corpus Christi Page 4 Printed on 611712024 City Council Meeting Agenda-Final-revised June 18,2024 Consent-First Reading Ordinances 17. 24-0479 Ordinance appropriating $241,637.00 in the Health Grant Fund for an increase in the Immunization/Locals (IMM/LOCALS) Grant from the Department of State Health Services (DSHS) to operate an immunization program for children, adolescents, and adults, to include COVID 19 vaccines when requested by patients, utilizing four existing grant positions for the period September 1, 2024, through August 31, 2025; and appropriating related program income in the estimated amount of $20,000.00 in the Health Grants Fund. Sponsors: Health Department 18. 24-0952 Ordinance authorizing the resale of three properties for$48,000.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $9,761.80 in sale proceeds plus $1,237.83 for partial payment of City paving and demolition liens. Sponsors: Finance &Procurement J. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. K. PUBLIC HEARINGS: (NONE) The following items are public hearings and public hearings with first reading ordinances. Each item will be considered individually. L. INDIVIDUAL CONSIDERATION ITEMS: (19 - 21) The following items are motions, resolutions or ordinances that may be considered and voted on individually. 19. 24-0873 Motion awarding a construction contract to Mor-Wil, LLC., Mission, Texas, in an amount not to exceed $19,279,571.99 for the La Volla Creek Drainage Improvements to construct the detention pond, and its supporting infrastructure, located in Council District 3, with FY 2024 funding available from the Storm Water Capital Fund and Grant Funding. Sponsors: Public Works/Street Department, Engineering Services and Contracts and Procurement 20. 24-0960 Resolution authorizing a professional services contract with Kimley-Horn of Austin, Texas, deviating from the City's procurement policy, to provide design, bid, and construction phase services for the Hillcrest Aquatic Center in an amount up to $600,000.00 located in Council District 1 with FY 2024 funding available from Park and Rec Bond 2014 proposition 2 funds, and amending the Capital Improvement Program. Sponsors: Engineering Services and Parks and Recreation Department 21. 24-0983 Resolution authorizing a 380 incentive agreement with Corpus Christi City of Corpus Christi Page 5 Printed on 611712024 City Council Meeting Agenda-Final-revised June 18,2024 Capital Group LLC and Corpus Christi Party Hotel LLC in the amount of up to $5,000,000 over a 10 year period for the development of the Casa Blanca Village Apartments. The project will include up to 200 apartment units focused on workforce residences which will be income qualified and subject to HUD fair market rent limits. sponsors: Economic Development M. BRIEFINGS: (ITEMS 22 -26) Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. No action will be taken and no public comment will be solicited. The City Manager or City Council Liaison for any city board, commission, committee or corporation(including Type A or B Corporation)may report on the action(s) or discussion(s) of any such body's public meeting that occurred within one month prior to this City Council meeting. 22. 24-1019 Update Briefing and Action Plan for Mary Rhodes Pipeline Sponsors: Corpus Christi Water 23. 24-0955 Bond 2024 Project List Update sponsors: City Manager's Office 24. 24-0991 City Sales Tax Reauthorization Update sponsors: City Manager's Office 25. 24-0882 Briefing/Update Regarding the Federal Sea Turtle Release Program at Padre Island National Seashore, presented by Eric Brunnermann, Padre Island National Seashore Superintendent sponsors: Parks and Recreation Department 26. 24-0164 Corpus Christi Museum of Science and History annual update presented by Karen Stevenson, President and CEO of the Corpus Christi Museum of Science and History sponsors: Museum of Science and History N. EXECUTIVE SESSION: (ITEMS 27 -28) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. If the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding officer. The City Council may deliberate and take action in open session on any issue that may be discussed in executive session. The description of an item in "Executive Sessions" constitutes the written interpretation by the City Attorney of Chapter 551 of the Texas Government Code and his determination that said item may be legally discussed in Closed Meeting in compliance with Chapter 551 the Texas Government Code. 27. 24-0921 Executive session pursuant to Texas Government Code § 551.071 City of Corpus Christi Page 6 Printed on 6/17/2024 City Council Meeting Agenda-Final-revised June 18,2024 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to industries, infrastructure, utilities, and property in the City's extraterritorial jurisdiction, services thereto, annexation, Texas Local Gov't Code service plans, industrial district agreements (IDA's), and Chapters 42, 43 and 212 of the Texas Local Government Code § 43.0116, et. seq., rates for utilities, actions for limitation of rates, Texas Water Code § 13.043 and associated statutes and regulations, and Texas Government Code § 551.087 to discuss and deliberate regarding potential financial or other incentive(s) to business prospects(s) that the governmental body seeks to have locate, stay, or expand in or near the territory of the City and with which the City will be conducting economic development negotiations, authorizing preparation of service plans for areas to be considered for annexation, and authorizing professional services agreements and amendments thereto with attorneys, engineers, and other consultants involved in the aforementioned actions 28. 24-0922 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 regulations, legal rights, and contracts related to surface water from the Nueces River and other sources, groundwater from the Evangeline Aquifer and other sources, desalination, legal restrictions on and permits required for the provision of water, regulations and contracts of water conservation and improvement districts and groundwater conservation districts (including, but not limited to Nueces County Water Conservation and Improvement District#3 and the San Patricio Groundwater Conservation District), TCEQ and EPA regulations related to water, state and federal regulations related to construction of water-related infrastructure, state restrictions on rates and charges for utilities, statutory restrictions on the issuance of debt and governmental contracting, and potential authorization of contracts for attorneys and consultants to assist in matters related to water O. ADJOURNMENT City of Corpus Christi Page 7 Printed on 611712024 9 �Qus cy r v Y y T �NCORPOgATEO y852 FY 2024 2nd Quarter Budget & Financial Report June 18, 2024 Presentation Overview .RoaRRR, FY 2024 Second Quarter financial ADOPTED OPERATING report for the period October 1, 2023 through March 31, 2024 CITY WN'AGER PETER ZANONI All figures resented today are w g P y unaudited Financial Policies and City Charter require the City Manager to provide Quarterly updates on City financial progress 2 • Budget Quarter Quarter Budget Actuals E Property Tax 105.6 101.2 100.5 (0.7) Sales Tax (1) 71.2 34.2 35.8 1.6 Solid Waste 46.0 22.9 23.3 0.4 - • - • - Industrial District - In-Lieu 27.9 27.9 28.0 0.1 • ' �� Franchise Fees and Other Taxes 17.3 6.7 6.9 0.2 Public Safety 17.0 7.3 7.2 (0.1) Interest, I nterfu nd and 16.4 7.1 8.3 1.2 Intergovernmental - - •- Municipal Court 6.9 3.8 3.1 (0.7) Recreation Revenues 3.2 1.1 1.3 .2 Other Revenues (2) 14.3 7.5 8.4 1.0 General Fund Expenses 2nd 2nd Annual ($ in Millions) Bud et Quarter Quarter Variance g Budget Actuals ➢ Annual Budget includes $12.41VI in commitments from FY 2023 ➢ The $9.81VI positive variance equates to 5.8% of the 2nd Quarter Budget 4 FY 2024 Budget Initiatives (All Funds ➢ 91 Budget initiatives totaling $32.3M ➢ 20 of the 91 initiatives are complete ➢ 53 of the 91 initiatives are on schedule ➢ Remaining 18 initiatives are behind schedule Budget initiatives include: • 10 Animal Care positions • 9 additional sworn Police Officer positions • 9 additional sworn Firefighter positions • Replacement of 3 Medic Units • New HR Management System for recruitment, benefits Et learning • Phase 1 Athletic Field Maintenance - Bill Witt, Salinas Et Greenwood • New Police Academy furniture • Street Pavement Condition Index Assessment • Storm Water minor channel maintenance - crew Et equipment • No-cost swim lessons for Nueces Co residents - Health/Park Et Rec 5 HOT Tax Revenue Annual • • - - • [ $ 21 , 5M 2ndQuarter � $ 7 . 2M IIIBudget � $ 7 .1M Variance .1 M) TEL lit ➢ Visit Corpus Christi continues close monitoring of industry Water Fund Revenues $157 .7M $72.6M $72.6M $.OM, f Annual 2ndQuartei 2ndQuarter • • - Per Budget Budget Actual :gyp:. Expenses $166.7M $66M $62M $4M 'l Annual 2ndQuartel 2ndQuarter ' • . AAFCorpus Budget* Budget Actuals Variance CCyV Christi • ' *Includes $6.1 M in commitments from FY 2023 Wastewater Fund Revenues - $85.7M $41 .4M $44.1M $2. 7M uarter • • - •Annual 2nd • - Q Budget Budget Actuals Variance Expenses p '. $88.3M $41 .7M $39.5M $2.2M Annual 2nd Quarter 2ndQuarte 2ndQuarter CLOWCorpus Budget* Budget I Actuals Variance ChristiWater *Includes $3.OM in commitments from FY 2023 8 Capital Improvement Program ➢ Bond 2022 (32 Projects) � ) • • ➢ Three (3) projects are under construction • ➢ Twenty-nine (29) projects are under design F SVII p ➢ Bond 2020 (42 Projects) ➢ Thirty-nine (39) projects are completed or under construction • ➢ Two (2) projects will be under construction by June 2024 `�^ ➢ Remaining project is "design only" and currently under design 2nd Quarter Summary • General Fund revenues are consistent with projections • HOT revenues are consistent with projections • Water and Wastewater revenues are consistent with projections • Record setting delivery continues with CIP Projects 10 Next Steps June 2024: )�� Mid - Year Budget Adjustment g J ➢Continue Department Budget Meetings July 2024: )�� FY 2025 Proposed Budget Presented by City Manager August 2024: Budget Workshops Community Input Sessions ➢ 3rd Quarter Budget and Financial Report 11 of Corpus Christi 1pu Leopard Street City p Corpus Christi,TX 78401 rGr' 1 I� cctexas.com Meeting Minutes City Council Tuesday,June 11,2024 11:30 AM Council Chambers Addendums may be added on Friday. A. Mayor Paulette Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 11:34 a.m. B. Invocation to be given by Pastor Rick Milby with Corpus Christi Cross Project. Pastor Rick Milby with Corpus Christi Cross Project, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Anthony Reyes, Freshman at Richard King High School. Anthony Reyes, Freshman at Richard King 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: 9- 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 Everett Roy,Council Member Jim Klein, and Council Member Sylvia Campos E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: (ITEMS 1 -4) 1. 24-0981 Recap of Visit to Seawater Desalination Plants in California Chief Operating Officer of Corpus Christi Water Drew Molly presented information on the following topics: desalination plant tours (June 6-7); why ocean desalination; Claude "Bud" Lewis Carlsbad desalination plant; Charles "E" Meyer desalination plant; and desalination plant tours key-takeaways. Council Members, City Manager Peter Zanoni, COO Molly, Water Resource Manager Esteban Ramos, and Director of Water System Infrastructure Wesley Nebgen discussed the following topics: there was no community vote on the three City of Corpus Christi Page 1 Printed on 611412024 City Council Meeting Minutes June 11,2024 desalination plants that staff visited; usage of water by industry versus total water system; any discussion about cost revisions at Carlsbad plant; Corpus Christi is not relying on a power plant to bring in water; the three desalination plants do not have industrial users like Corpus Christi; effluent water is currently only available for commercial users; the state must approve whether residential users can use effluent water; the Carlsbad desalination plant has eight years of data for the quality of water discharge; and if grant funding would be available to offset the cost for ratepayers. 2. 24-0934 Water Status and Forecast Update, Presented by Nick Winkelmann, Director of Water Systems and Support Services Chief Operating Officer of Corpus Christi Water Drew Molly presented information on the following topics: stage 2 water restrictions in effect; ongoing drought in Nueces River Basin; Corpus Christi climate: May 2024; watershed; Cotulla precipitation data; Pleasanton precipitation data; summer weather forecast; combined reservoir levels of Choke Canyon Dam and Lake Corpus Christi; and water status and forecast update. 3. 24-0935 2024 Bay Jammin' Concert and Cinema Series at Cole Park (June 6 - August 22), Presented by JJ Nelson, Founder and Producer This Presentation was postponed. 4. 24-0850 Staff Announcement: Kathleen Chapa, Director of Animal Care Services Michael Perez, Assistant Director of Public Health and Finance Administration Nlck Winkelmann, Director of Water Systems and Support Services This Presentation was postponed. F. PUBLIC COMMENT Mayor Guajardo opened public comment. Shawn Flanagan, 4218 Herndon St., expressed concern about the City's debt service for water fund expenditures. John Weber, 609 Naples St., spoke about the City's request for proposal for water supply marketing projects. Susie Saldana, 4710 Hake] Dr., commended 911 dispatchers and police officers. Isabel Araiza, 326 Poenisch Dr., spoke about using the 1/8 cent sales tax on residential sidewalks and expressed concern about discussing Industrial District Agreements in closed session. Melissa Zamora, 454 Louisiana Ave., expressed concern about discussing Industrial District Agreements in closed session. Rachel Caballero, 522 Hancock Ave., stated that the City should prioritize supplying water to the community prior to industries. City of Corpus Christi Page 2 Printed on 611412024 City Council Meeting Minutes June 11,2024 Adam Rios, 7301 Tangled Ridge Court, spoke about Skate Day on Friday, June 21st at West Guth Skate Park. William Durrill, 22 Hewit Dr., spoke in support of using the 1/8 cent sales tax for the arena and seawall. John Hendricks, 622 Texas Ave., expressed concern about construction on Texas Avenue and about The Feast of Corpus Christi holiday. Jack Gordy, 4118 Bray Dr., spoke about removing illegal signage. Marie Lucio, 4899 CR 30, expressed concern about discussing Industrial District Agreements in closed session. The following individuals submitted a written public comment which is attached to the minutes: Tanya Bergstrom, 9501 Lovebird St., and Suzanne Gallagher, Robstown, TX. G. BOARD &COMMITTEE APPOINTMENTS: (ITEM 5) 5. 24-0892 Civil Service Commission (1 vacancy) Civil Service Board (3 vacancies) Corpus Christi Regional Transportation Authority (5 vacancies) Mayor Guajardo referred to Item 5. Civil Service Commission: Appointed: Daniel Jorgensen Civil Service Board: Appointed: Daniel Jorgensen Corpus Christi Regional Transportation Authority: Reappointed: Gabi S. Canales, Jeremy L. Coleman, and Eloy H. Salazar Appointed: David Berlanga, Sr. and Amanda T. Tiffany H. EXPLANATION OF COUNCIL ACTION: I. CONSENT AGENDA: (ITEMS 6 - 21) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Items 7, 15, 16 and 19 were pulled for individual consideration. City of Corpus Christi Page 3 Printed on 611412024 City Council Meeting Minutes June 11,2024 Council Member Roy moved to approve the consent agenda with the exception of Items 7, 15, 16 and 19, seconded by Council Member Pusley. The motion carried by the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 6. 24-0931 Approval of the May 15, 2024 Joint Workshop Minutes and May 21, 2024 Regular Meeting Minutes The Minutes were approved on the consent agenda. Consent-Second Reading Ordinances 7. 24-0670 Ordinance authorizing the conveyance of 7 lots (0.55 acres total) of surplus land located at or near 526, 528, 530, 532, 536, and 538 19th Street to Thanksgiving Homes for$10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance to Thanksgiving Homes for the purchase of 7 lots (0.65 acres-total) of surplus land located at or near 429 Marguerite Street, 503, 505, 507, 515, 517, and 519 18th Street for$10 per lot and development of affordable housing. (District 1) Mayor Guajardo referred to Item 7. Council Member Suckley asked to pull this Item to abstain. There were no comments from the Council. Council Member Hunter moved to approve the ordinance, seconded by Council Member Roy. This Ordinance was passed on second reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 1 - Council Member Suckley Enactment No: 033368 8. 24-0668 Ordinance authorizing the conveyance of 7 lots (0.46 acres total) of surplus land located at or near 2203 Morris Street and 715 19th Street to DSW Homes, LLC for$10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance with DSW Homes, LLC for the purchase of 10 lots (0.66 acres-total) of surplus land located at or near 2211, 2217 2219, 2307, 2309, and 2311 Morris Street for $10 per lot and development of affordable housing. (District 1) City of Corpus Christi Page 4 Printed on 611412024 City Council Meeting Minutes June 11,2024 This Ordinance was passed on second reading on the consent agenda. Enactment No: 033369 9. 24-0669 Ordinance authorizing the conveyance of 6 lots (0.52 acres total) of surplus land located at or near 2304, 2312, and 2324 Mary Street to Habitat for Humanity Corpus Christi, Inc. for $10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance with Habitat for Humanity Corpus Christi, Inc for the purchase of 6 lots (0.43 acres-total) of surplus land located at or near 504 and 623 20th Street, 2221 Marguerite Street, and 2614 Mary Street for$10 per lot and development of affordable housing. (District 1) This Ordinance was passed on second reading on the consent agenda. Enactment No: 033370 10. 24-0641 Ordinance authorizing the conveyance of 9 lots (0.6 acres total) of surplus land located at or near 2022, 2028, and 2034 Mary Street and 502 and 508 18th Street to Community Development Corporation Of Brownsville, dba cdcb come dream come build, for $10 per lot and development of affordable housing; and authorizing an option to purchase contract and related sale and conveyance with cdcb I come dream come build for the purchase of 8 lots (0.59 acres-total) of surplus land located at or near 508, 510, 512, 514, 516, 518, and 520 19th Street for$10 per lot and development of affordable housing. (District 1) This Ordinance was passed on second reading on the consent agenda. Enactment No: 033371 Consent- Contracts and Procurement 11. 24-0210 Motion authorizing a 20-month agreement with Frazer, Ltd., of Alvin, Texas, through the BuyBoard Cooperative, for the upfitting and installation of parts and equipment for three replacement Medic Units for the Corpus Christi Fire Department in an amount up to $895,250.00, with FY 2024 funding from the General fund. This Motion was passed on the consent agenda. Enactment No: M2024-081 12. 24-0538 Resolution authorizing a one-year supply agreement with Unimech Flow, Inc., of Houston for gate valves for waterlines, for Corpus Christi Water in an amount not to exceed $165,377.70, with FY 2024 funding of$55,125.90 from the Water Fund. This Resolution was passed on the consent agenda. Enactment No: 033372 City of Corpus Christi Page 5 Printed on 611412024 City Council Meeting Minutes June 11,2024 13. 24-0811 Motion authorizing execution of a one-year supply agreement, with two one-year options, with Evoqua Water Technologies LLC, of Sarasota, Florida, in an amount not to exceed $914,000.00, with a potential up to $2,742,000.00 if options are exercised, for sodium chlorite solution for Corpus Christi Water, with FY 2024 funding of$380,833.30 from the Water Fund. This Motion was passed on the consent agenda. Enactment No: M2024-082 14. 24-0421 Motion authorizing execution of a one-year supply agreement, with a one-year option, with Brauntex Materials, Inc., of New Braunfels, in an amount not to exceed $191,250.00, with a potential of up to $382,500.00 if the option year is exercised, for pre-coated aggregates to be used on road surface treatments for Public Works, with FY 2024 funding of$191,250.00 from the Streets Fund. This Motion was passed on the consent agenda. Enactment No: M2024-083 15. 24-0499 Resolution authorizing a one-year professional services agreement, with four one-year options, with Del Mar College in an amount not to exceed $100,000.00, with a potential up to $500,000.00 if options are exercised, for training courses for the Public Works Department, with FY 2024 funding of $50,000 from the Streets Fund and $50,000 from the Storm Water Fund. Mayor Guajardo referred to Item 15. A Council Member and Assistant Director of Public Works Gabriel Hinojosa discussed the following topic: whether this agreement can be combined with other utilities to reduce cost. Council Member Hunter moved to approve the resolution, seconded by Council Member Barrera. 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 Roy and Council Member Campos Abstained: 1 - Council Member Klein Enactment No: 033373 Consent- Capital Projects 16. 24-0506 Motion authorizing Change Order No. 3 with Associated Construction Partners, Ltd, Boerne, Texas, to the Citywide Lift Station Repair for the Williams Lift Station located in Council Districts 5, in an amount of $852,429.99 for a total amount not to exceed $13,261,725.76, with FY 2024 funding available from the American Rescue Plan Act Fund. Mayor Guajardo referred to Item 16. City of Corpus Christi Page 6 Printed on 611412024 City Council Meeting Minutes June 11,2024 A Council Member, Director of Engineering Services Jeff Edmonds, and Director of Water System Infrastructure Wes Nebgen discussed the following topics: a concern about the significant amount of money for this project; the City will save money on the Williams Lift Station Force Main replacement; how will this affect rates and debt service; and a request to provide a modification to the CIP page for the Williams Lift Station Force Main. Council Member Hernandez moved to approve the motion, seconded by Council Member Roy. This Motion was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Hunter Abstained: 0 Enactment No: M2024-084 General Consent Items 17. 24-0851 Resolution authorizing the submission of an application to Nationwide Mutual Insurance Company for funding in the amount of$10,000 for one six-hour training session and one new grain rescue tube for grain bin rescues for the Corpus Christi Fire Department. This Resolution was passed on the consent agenda. Enactment No: 033374 18. 24-0852 Resolution authorizing the submission of an application to the Office of the Governor- Homeland Security Grants Division in an amount of$42,123.95 for the Statewide Emergency Radio Infrastructure Program to purchase 20 new very high frequency radios to establish interoperable communication throughout the region and state for the Corpus Christi Fire Department. This Resolution was passed on the consent agenda. Enactment No: 033375 19. 24-0971 Resolution naming the Annex Building at the Health District the "Tex Villarreal Vector Services Center"; and renaming the "City of Corpus Christi Health Department Tex Villarreal Animal Care and Vector Services Center" to the "City of Corpus Christi Animal Care Services." Mayor Guajardo referred to Item 19. Council Member Hernandez honored Mr. Villarreal by naming the Annex Building at the Health District the "Tex Villarreal Vector Services Center". City of Corpus Christi Page 7 Printed on 611412024 City Council Meeting Minutes June 11,2024 Mark Villarreal, 7729 Lake Baykal Dr., stated that he is honored to accept this recognition on behalf of his father, who was a public servant for 41 years. Council Member Hernandez moved to approve the resolution, seconded by Council Member Pusley. This Resolution was passed and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: 033376 Consent-First Reading Ordinances 20. 24-0611 Ordinance accepting a grant from the State of Texas Governor's Homeland Security Grants Division for Operation Stonegarden (drug and human trafficking) for overtime, fringe benefits, one replacement Chevy Tahoe, and fuel/maintenance in the amount of$228,898.00; and appropriating $228,898.00 in the Police Grants Fund. This Ordinance was passed on first reading on the consent agenda. 21. 24-0805 Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for$240,003.00, with a cash match of$24,000.00, for the Public Health Emergency Preparedness (PHEP) Grant from the Texas Department of State Health Services (DSHS) to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention (CDC) for the period of July 1, 2024, through June 30, 2025. This Ordinance was passed on first reading on the consent agenda. J. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 2:02 p.m. E-Session Items 30-31 were held during the lunch recess. Mayor Guajardo reconvened the meeting at 3:22 p.m. K. PUBLIC HEARINGS: (ITEMS 22 -24) 22. 24-0872 Resolution authorizing a Substantial Amendment to the City of Corpus Christi's Fiscal Year 2024/Program Year 2023 Annual Action Plan (AAP) reprogramming unspent funds from FY2022/PY2021 and FY2023/PY2022 for the Community Development Block Grant (CDBG) in the amount of $1,159,244, and the HOME Investment Partnerships Program (HOME) in the amount of$1,182,626 for a total of$2,341,870; and authorizing the execution of all necessary documents to submit the Substantial Amendment to the AAP; accepting the approved Substantial Amendment AAP projects and City of Corpus Christi Page 8 Printed on 611412024 City Council Meeting Minutes June 11,2024 authorizing the execution of funding agreements, amendments, and other documents necessary to implement the FY2024/PY2023 AAP. Mayor Guajardo referred to Item 22. Director of Planning and Community Development Dan McGinn presented information on the following topics: projects; and amendment. Council Members, City Manager Peter Zanoni, Director McGinn, and Director of Engineering Services Jeff Edmonds discussed the following topics: concerns about the cost to renovate the Littles-Martin House due to the small amount of square footage in a historical restoration; NAACP desires to move their offices back into the house; another option is to transfer money from the Littles-Martin House to the HEB Tennis Complex; and the importance of restoring this property for the historic value. Mayor Guajardo opened the public hearing. President of NAACP Jeremy Coleman, stated that NAACP wishes to preserve the Littles-Martin House so they can move back in. Mayor Guajardo closed the public hearing. Council Member Pusley 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 Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Abstained: 0 Enactment No: 033377 23. 24-0826 Zoning Case No. ZN8219, City of Corpus Christi (District 2). Ordinance rezoning a property at or near 2212 Morris Street from the "RS-6"/SP Single-Family 6 District with a Special Permit and the "Cl" Intensive Commercial District to the "RM-2" Multifamily District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Mayor Guajardo referred to Item 23. Mayor Guajardo opened the public hearing. There were no comments from the Council or the public. Mayor Guajardo closed the public hearing. Council Member Barrera moved to approve the ordinance, seconded by Council City of Corpus Christi Page 9 Printed on 611412024 City Council Meeting Minutes June 11,2024 Member Roy. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Abstained: 0 24. 24-0838 Zoning Case No. ZN8242, Zumic Investments LLC (District 1). Ordinance rezoning a property at or near 4458 Church Street from the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Mayor Guajardo referred to Item 24. A Council Member and Assistant Director of Development Services Michael Dice discussed the following topic: the drainage easement helps protect the buffer from the single family district across the street. Mayor Guajardo opened the public hearing. There were no comments from the public. Mayor Guajardo closed the public hearing. Council Member Roy moved to approve the ordinance, seconded by Council Member Hunter. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 L. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 25 - 28) 25. 24-0749 Motion awarding a construction contract to Associated Construction Partners, Ltd., Boerne, Texas, for the Wesley Seale Dam Instrumentation Rehabilitation project to upgrade and modernize the dam monitoring instrumentation system in an amount of$3,280,300.00, with funding available from the Water CIP Fund. Mayor Guajardo referred to Items 25-27. Mayor Guajardo opened public comment. There were no comments from the public. City of Corpus Christi Page 10 Printed on 611412024 City Council Meeting Minutes June 11,2024 Mayor Guajardo closed public comment. Council Member Pusley moved to approve Items 25-27, seconded by Council Member Campos. These Items were passed and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: M2024-085 26. 24-0750 Motion awarding a construction contract to JE Construction Services, LLC in an amount of$25,532,307.00 for the reconstruction of Yorktown Boulevard from Rodd Field Road to Oso Creek Bridge, with new concrete pavement, sidewalks, curbs and gutters, installation of ADA-compliant curb ramps, signage, pavement markings, upgraded street illumination and traffic signals, and Utilities improvements, located in Council District 5 with FY 2024 funding available from the Street Bond 2022, Storm Water, Water, Wastewater and Gas Capital Funds. Council Members, City Manager Peter Zanoni, Director of Engineering Services Jeff Edmonds, and Director of Public Works Ernie De La Garza discussed the following topics: this is a good news item in that the reconstruction of Yorktown Boulevard will be rebuilt with concrete pavement; whether JE Construction has the capacity to handle both Yorktown Boulevard and Huntwick Avenue projects simultaneously; a concern about the time frame of street reconstruction; staff does not recommend reallocating the bonds; if a street project cannot be completed, then two options would be to issue Certificates of Obligation or cut scope of the project; and Public Works will install temporary traffic lights and connect temporary streets. See Item 25 for vote. Enactment No: M2024-086 27. 24-0745 Resolution approving the Corpus Christi Type B Corporation's approval of the Huntwick Avenue reconstruction project from South Staples Street to the Pavement Change in the amount of$2,500,000.00. (District 5) A Council Member stated this is a good news item in that the reconstruction of Huntwick Avenue will be rebuilt with concrete pavement. See Item 25 for vote. Enactment No: 033378 28. 24-0626 Ordinance authorizing mid-year budget adjustments and amending the Operating and Capital Budgets, as applicable, for fiscal year 2023-2024 (FY 2024) in the manner and method stated for the following items: transferring $400,000.00 from the TIRZ #2 Fund to the Capital Budget and appropriating City of Corpus Christi Page 11 Printed on 611412024 City Council Meeting Minutes June 11,2024 for the design of Commodore Park; transferring $108,256.88 from the unreserved fund balance in the Sewer Connection Fund to the Wastewater Capital Reserve Fund and appropriating to fund wastewater projects; appropriating $370,000.00 from the unreserved fund balance in the Golf Center Fund to upgrade a water reuse pump station located at Greenwood Wastewater Treatment Plant; and appropriating $243,734.00 from the unreserved fund balance in the Golf Center Fund for the Gabe Lozano Firefly and Practice Range Projects. Mayor Guajardo referred to Item 28. Mayor Guajardo opened public comment. There were no comments from the Council or the public. Mayor Guajardo closed public comment. Council Member Pusley moved to approve the ordinance, seconded by Council Member Barrera. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Abstained: 0 M. BRIEFINGS: (ITEM 29) 29. 24-0812 Briefing on FY 2023 Annual Comprehensive Financial Report by Weaver and Tidwell, LLP External Auditors Mayor Guajardo referred to Item 29. Senior Manager with Weaver and Tidwell Matt Rogers presented information on the following topics: overview; audit schedule; audit process; audit results: financial statements; federal and state awards; summary schedule of audit findings; summary schedule of prior audit findings; audit results: passenger facility charge audit; and auditor communications. There were no comments from the Council. N. EXECUTIVE SESSION: (ITEMS 30 -31) Mayor Guajardo referred to Executive Session Items 30-31. The Council went into Executive Session at 2:02 p.m. The Council returned from Executive Session at 3:22 p.m. 30. 24-0918 Executive session pursuant to Texas Government Code § 551.071 and City of Corpus Christi Page 12 Printed on 611412024 City Council Meeting Minutes June 11,2024 Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to industries, infrastructure, utilities, and property in the City's extraterritorial jurisdiction, services thereto, annexation, Texas Local Gov't Code service plans, industrial district agreements (IDA's), and Chapters 42, 43 and 212 of the Texas Local Government Code § 43.0116, et. seq., rates for utilities, actions for limitation of rates, Texas Water Code § 13.043 and associated statutes and regulations, and Texas Government Code § 551.087 to discuss and deliberate regarding potential financial or other incentive(s) to business prospects(s) that the governmental body seeks to have locate, stay, or expand in or near the territory of the City and with which the City will be conducting economic development negotiations, authorizing preparation of service plans for areas to be considered for annexation, and authorizing professional services agreements and amendments thereto with attorneys, engineers, and other consultants involved in the aforementioned actions This E-Session Item was discussed in executive session. 31. 24-0919 Executive Session pursuant to Texas Gov't Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the case of Borrego, Raul as Next of Kin of Charles Borrego, Deceased v. City of Corpus Christi, and Ricardo Riojas, Jr., including potential consideration of settlement offers and/or fees for attorneys, engineers, other expert witnesses assisting in this case, deposition fees, and court costs, and updates on litigation in other cases. This E-Session Item was passed after executive session. The following motion was considered: Motion to authorize the execution of all documents necessary to settle the case of Raul Borrego, as Next of Kin of Charles Borrego, Deceased vs. City of Corpus Christi and Ricardo Riojas, Jr. in an amount not to exceed $185,000. Council Member Pusley moved to approve the motion, seconded by Council Member Klein. This Motion was passed and approved with the following vote: Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: M2024-087 O. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 5:06 p.m. City of Corpus Christi Page 13 Printed on 611412024 From: City Secretary To: Sarah Brunkenhoefer Subject: FW: Public Input: 06-11-2024-Tanya Bergstrom Date: Friday,June 14, 2024 9:34:59 AM From: City of Corpus Christi <noreply@formresponse.com> Sent: Tuesday,June 11, 2024 9:52 AM To: City Secretary<CitySecretary@cctexas.com>; Norma Duran <NormaD2@cctexas.com> Subject: Public Input: 06-11-2024 -Tanya Bergstrom [ [WARNING: External a-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] Warning: Replies to this message will go to returns@formresponse.com. If you are unsure this is correct please contact the Helpdesk at 826-3766. u Public Comment& Input Form Date of Meeting 06-11-2024 Name Tanya Bergstrom Address Street Address: 9501 Lovebird St. City: Corpus Christi State/ Province: Texas Postal/Zip Code: 78418 Are you a resident of Yes Corpus Christi? What district do you I don't know reside in? Topic Industries Agreement District Agenda Item Number 551.071 Describe Feedback: I've lived in Corpus Christi for 13 years and there's been nothing but corruption from City Leaders, Port of Corpus Christi and Industry. I think its disgusting that for 40 years corporations such as Citgo, Valero, Flint Hills, LyndonBasel etc. have been able to self-report and SAVE on there property taxes. While my property taxes continue to rise. This isn't fair industry needs to be annexed and pay their fair share of taxes. Its time to stop this sweet heart deal. Industries aren't going to leave and take jobs this is an empty threat. Industries have the infrastructure built here they aren't going anywhere. These taxes dollars that the City is missing out can help pay for City Services and Programs that the residents need. You guys continuing to allow Industries Agreement District is like saying we work for Industries. I hope the council members remember these seats you hold are elected positions.You guys work for the resident not the private sector. Do better for RESIDENTS OF CC! Uploads: ED-IndustrialDistrictSummary_pdf Provide an email to receive a copy of your tanya.lee1123@live.com submission. From: City Secretary To: Sarah Brunkenhoefer Subject: FW: [EXTERNAL]Public Input: 06-11-2024-Suzanne Gallagher Date: Friday,June 14, 2024 9:34:52 AM From: City of Corpus Christi <noreply@formresponse.com> Sent: Tuesday,June 11, 2024 1:27 PM To: City Secretary<CitySecretary@cctexas.com>; Norma Duran <NormaD2@cctexas.com> Subject: [EXTERNAL]Public Input: 06-11-2024-Suzanne Gallagher [ [WARNING: External a-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] Warning: Replies to this message will go to returns@formresponse.com. If you are unsure this is correct please contact the Helpdesk at 826-3766. u Public Comment& Input Form Date of Meeting 06-11-2024 Name Suzanne Gallagher Address Street Address: 5419 Riverview Dr City: Robstown State/ Province: TX Postal/Zip Code: 78380 Are you a resident of No Corpus Christi? Topic Industry Taxation Agenda Item Number X Describe Feedback: No more kid gloves in dealing with industry. They need to pull their own weight ! These are multi-billion dollar corporations getting bargain deals on our precious water, polluting the air we breathe, and not paying their fair share of taxes. We citizens are SICK OF IT. We pinch pennies and our lawns turn brown while it's just another day in paradise for them. No more ! Provide an email to receive a copy of your sombradeseda@gmail.com submission. se 0 0 AGENDA MEMORANDUM Action Item for the City Council Meeting of June 11, 2024 NCORPO0.1¢ 1852 DATE: June 11, 2024 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police M ikema(u-)-cctexas.com (361) 886-2603 Acceptance of a Grant for the Corpus Christi Police Department for the Operation Stonegarden Program CAPTION: Ordinance accepting a grant from the State of Texas Governor's Homeland Security Grants Division for Operation Stonegarden (drug and human trafficking) for overtime, fringe benefits, one replacement Chevy Tahoe, and fuel/maintenance in the amount of$228,898.00; and appropriating $228,898.00 in the Police Grants Fund. SUMMARY The State of Texas Governor's Homeland Security Grants Division is awarding the City grant funds for overtime, fringe benefits, one replacement Chevy Tahoe, and fuel/maintenance 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 of ingress and egress, including coastal waterways, 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 of ingress and egress, both on state and local highways, to include SH44, SH77, SH181. The operations also will take place along routes of ingress and egress from the extensive coastal waterways surrounding Corpus Christi The OPSG grant will pay for overtime, fringe benefits, one replacement Chevy Taho, and fuel/maintenance. As part of OPSG, CCPD's tactical operations teams will conduct approximately 1,780 hours of overtime. The grant period is from March 1, 2024 through February 28, 2025. This is the thirteenth year that the City has received this grant. Last year, the City received $145,245.00 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 2024 is accepting funds and appropriating $228,898.00 to the Police Grants Fund. Funding Detail: Fund: Police Grants Fund 1061 Activity: 822724F Dept: 29 Org: 89 Project # (CIP Only): N/A Account: 510200 Overtime $89,000 511000 Retirement $28,398 520050 Fuel $52,500 520090 Minor Tools $9,000 550020 Vehicles $50,000 RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds, as presented. LIST OF SUPPORTING DOCUMENTS: Grant award document Ordinance accepting a grant for the twelfth year from the State of Texas Governor's Homeland Security Grants Division for the Operation Stonegarden Program in the amount of$228,898.00; and appropriating $228,898.00 in the Police Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the State of Texas Governor's Homeland Security Grant Division in the amount of $228,898.00 for Operation Stonegarden. SECTION 2. That $228,898.00 from the State of Texas Homeland Security Grants Division is appropriated in the No. 1061 Police Grants Fund. SECTION 3. There is no City cash match or in-kind services for acceptance of the grant. 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, Office of the Governor, in full. SECTION 5. That the operating budget approved by Ordinance for FY2023-24 be amended to increase revenues and expenditures. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary i Print This Page Agency Name: Corpus Christi, City of Grant/App: 3173709 Start Date: 3/1/2024 End Date: 2/28/2025 Project Title: Nueces-2023 OPSG Status: Pending Final Approval Budget Details Information Budget Information by Budget Line Item: CASH IN CATEGORY SUB CATEGORY DESCRIPTION OOG MATCH HIND GPI TOTAL UNIT/% MATCH Enhanced Border Security Operations— Corpus Christi Operational PD(Officers) - Personnel Overtime for Law Overtime $117,398.00 $0.00 $0.00 $0.00 $117,398.00 100 Enforcement according to (Organization) local OT policy- With an estimated fringe rate of 31.61% $117,398. Corpus Christi 12VE-00-MISS PD: 12VE-00- Equipment Vehicle Specialized MISS LE Patrol $50 000.00 $0.00 $0.00 $0.00 $50 000.00 1 Mission Unit Fully ' Equipped(1 @ $50,000). Supplies and Corpus Christi Direct Equipment PD-(Oil Operating Maintenance Costs Changes,Tires, $9,000.00 $0.00 $0.00 $0.00 $9,000.00 0 Expenses (Organization) Etc.)up to $9,000. Corpus Christi Vehicle Operating PD—Actual fuel Supplies and Cost(e.g.,fuel, costs pro-rated Direct lubricants, for the hours Operating maintenance, deputies work on $52,500.00 $0.00 $0.00 $0.00 $52,500.00 0 Expenses storage) grant paid (Organization) overtime for an estimated total up to $52,500. You are logged in as User Name: mikema se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of June 11, 2024 ss52 Second Reading for the City Council Meeting of June 18, 2024 DATE: June 11, 2024 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health Fauziak(a)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, 2024, through June 30, 2025. CAPTION: Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for $240,003.00, with a cash match of$24,000.00, for the Public Health Emergency Preparedness (PHEP) Grant from the Texas Department of State Health Services (DSHS) to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention (CDC) for the period of July 1, 2024, through June 30, 2025. There are currently 3 FTE's supported by this grant. SUMMARY: This grant provides funding for personnel costs, supplies, and other expenses which allows the Hazards Public Health Emergency Preparedness Program to remain committed in its mission to maintain and support an action plan in response to natural and manmade disasters in the community. There are 3 FTE positions funded by this grant. The positions are listed below: • Public Health Coordinator- Medical Reserve Corps / Strategic National Stockpile • Public Health LVN • Administrative Support II 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 DSHS to advance public health emergency preparedness. 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, 2024, through June 30, 2025, to provide funding for supplies, equipment, travel expenses and personnel costs to support the preparedness and response activities enabling expedient and appropriate response to public health threats. ALTERNATIVES: Discontinue PHEP activities and thereby cause a delay in or prevent expedient and appropriate response to public health threats. FISCAL IMPACT: Grant award of $240,003.00 requires a 10% ($24,000.00) cash match. Cash match utilized for the grant is currently included in the annual salary of the PHEP manager. As such, there is no additional fiscal impact to general funds. The total contract value is $264,003.00 including the cash match. FUNDING DETAIL: Fund: 1066 Health Grants paid by the Department of State Health Services Organ ization/Activity: 831530F Department#: 15 Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001439500046 Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for $240,003.00, with a cash match of $24,000.00, for the Public Health Emergency Preparedness ("PHEP") Grant from the Texas Department of State Health Services (DSHS) 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, 2024, through June 30, 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 enter into Contract No. HHS001439500046 (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, 2024, through June 30, 2025, 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 ("PHEP") 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 that extend the contract period or increase or decrease the amount of the grant. SECTION 4. A copy of the executed health grant contract or amendments shall be filed in the office of the City Secretary. Introduced and voted on the day of 12024. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 1 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT, CONTRACT No.HHS001439500046 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" or"DSHS"),apass-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 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 DSHS to advance public health emergency preparedness. II. LEGAL AUTHORITY This Grant Agreement is entered into pursuant to the authority granted by and in compliance with Texas Health and Safety Code Chapters 12 and 1001, as applicable. 111. DURATION This Grant Agreement is effective on July 1, 2024, and expires on June 30, 2025, unless sooner terminated or renewed or extended. System Agency, at its sole discretion, may extend this Grant Agreement for up to four (4) additional years for a maximum term of five (5) years. Notwithstanding the limitation in the preceding paragraph and with at least thirty (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 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 three (3)months, in one-month (1-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 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, PROJECT FY2025 STATEMENT OF WORK. System Agency Grant Agreement,Contract No.HHS001439500046 Page 1 of 7 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 V. BUDGET The total amount of this Grant Agreement will not exceed Two HUNDRED SIXTY-FOUR THOUSAND THREE DOLLARS ($264,003.00). This includes the DSHS share of Two Hundred Forty Thousand Three Dollars ($240,003.00) and Grantee's required match amount of Twenty- Four Thousand Dollars ($24,000.00). The total not-to-exceed amount includes the following: Total Federal Funds: $240,003.00 Total State Funds: $0.00 Funds will be allocated for each Project Fiscal Year ("Project FY"), which means the period beginning July 1 and ending June 30 each year, under this Grant Agreement. All expenditures under the Grant Agreement must be within the identified Project FY, and in accordance with ATTACHMENT B,PROJECT FY2025 BUDGET. VI. NOTICE TO PROCEED Funding for this Grant Agreement is available for Project FY2025, which is the period of July 1, 2024, through June 30, 2025, and is dependent on the award of the applicable federal grant. No work may begin, and no charges may be incurred until DSHS issues a written Notice to Proceed ("NTP") to Grantee. The NTP may include an amended or ratified budget, which will be incorporated into this Grant Agreement by a subsequent amendment, as necessary. Notwithstanding the preceding, at DSHS's discretion, 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 for Project FY2025 as identified in the table below,and as outlined in ATTACHMENT A,PROJECT FY2025 STATEMENT OF WORK, 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 federal grant award. REPORT FREQUENCY PROJECT FY 2025 DSHS EMAIL OR SYSTEM TO DUE DATES SUBMIT REPORT The last business day of invoices&dshs.texas. og_v; Financial Status Report-Biannual the month following the fsr rg ants&dshs.texas.gov;copy end of the second January 31,2025 to the System Agency (See SECTION I(W)(8)of ATTACEAMNT Project FY quarter July 30,2025 representative identified in A,PROJECT FY 2025 STATEMENT OF AND thirty(30) SECTION VIII,CONTRACT WORK) calendar days after the REPRESENTATIVES,of this Grant Agreement System Agency Grant Agreement,Contract No.HHS001439500046 Page 2 of 7 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 fourth Project FY quarter. August 30,2024 September 30,2024 Invoices/Requests for Reimbursement— The last business day of October 31,2024 Monthly the month following the November 29,2024 month in which December 31,2024 S SECTION IV A of A expenses were incurred J 31,2025 (See ( ) TTACHMENT January invoices&dshs.texas.gov; AND thirty 30 February 28 A,PROJECT FY 2025 STATEMENT OF �'( ) Febru ,2025 CMSinvoices&dshs.texas.gov; WORK) calendar days following March 31,2025 the expiration date of April 30,2025 the Grant Agreement. May 30,2025 June 30,2025 July 31,2025 Initial Work Plan-Annual (See SECTION I(W)(1)of ATTACfmzENT Once per Project FY July 15,2024 Qualtrics System A,PROJECT FY 2025 STATEMENT OF WORK) Property Inventory Report(Form GC- FSOequiy(kdshs.texas.gov; 11)—Annual copy to the System Agency Once per Project FY October 15,2024 representative identified in (See SECTION I(W)(9)of ATTACUMUNT SECTION VHL CONTRACT A,PROJECT FY 2025 STATEMENT OF REPRESENTATIVES,of this WORK) Grant Agreement Programmatic Mid-Year Performance Report-Annual (See SECTION I(W)(5)of ATTACUAIENT Once per Project FY January 31,2025 Qualtrics System A,PROJECT 2025 STATEMENT OF WORK) Integrated Preparedness Plan("IPP")- Annual (See SECTION I(R)(2)of ATTACIMENT Once per Project FY May 1,2025 Qualtrics System A,PROJECT 2025 STATEMENT OF WORK) After-Action Review/Improvement Plan ("AARAP")-Annual (See SECTION I(R)(3)of ATTACIMENT Once per Project FY June 30,2025 Qualtrics System A,PROJECT 2025 STATEMENT OF WORK)-Annual Operational Readiness Review("ORR") Once per Project FY June 30,2025 Qualtrics System -Annual System Agency Grant Agreement,Contract No.HHS001439500046 Page 3 of 7 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 (See SECTION I(W)(4)of ATTAC UVIENT A,PROJECT 2025 STATEMENT OF WORK) Evidence of attendance at two(2) regional healthcare coalition meetings- Annual Once per Project FY June 30,2025 Qualtrics System (See SECTION I(W)(7)of ATTACfm7ENT A,PROJECT 2025 STATEMENT OF WORK) Programmatic End-of-Year Performance Report-Annual (See SECTION I(W)(6)of ATTACHMENTOnce per Project FY July 30,2025 Qualtrics System A,PROJECT 2025 STATEMENT OF WORK) VIII. CONTRACT REPRESENTATIVES The following will act as the representative ("Contract Representative") authorized to administer activities under this Grant Agreement on behalf of their respective Party. System Amcy Grantee Fred L. Waterman Moriam Ojelade, PhD, CIC Department of State Health Services Corpus Christi-Nueces County Public Health District(City) 1100 W. 49th Street, MC 1990 1702 Horne Road Austin, Texas 78756 Corpus Christi, Texas 78416 Fred.Watermangdshs.texas.gov Mori amOgcctexas.com 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 St.,Mail Code 1100 Austin, Texas 78751 System Agency Grant Agreement,Contract No.HHS001439500046 Page 4 of 7 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 with a copy to: Department of State Health Services Attention: General Counsel 1100 W. 49t' 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): TBD 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: July 1, 2024—June 30, 2025 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: Name—TBD Title, i.e., Grants Management Officer—TBD Title 2, i.e., CDC Office of Grants Services,Branch 4—TBD Address—TBD City, State ZIP—TBD Telephone: TBD Email: TBD G. Total Amount of Federal Funds Awarded to System Agency: TBD H. Amount of Funds Awarded to Grantee: $240,003.00 I. Identification of Whether the Award is for Research and Development: No System Agency Grant Agreement,Contract No.HHS001439500046 Page 5 of 7 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 XI. CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. ATTACHMENT A— PROJECT FY2025 STATEMENT OF WORK ATTACHMENT B— PROJECT FY2025 BUDGET ATTACHMENT C— HHS CONTRACT AFFIRMATIONS,VERSION 2.3,EFFECTIVE AUGUST 2023 ATTACHMENT D— HHS UNIFORM TERMS AND CONDITIONS—GRANT,VERSION 3.3, EFFECTIVE NOVEMBER 2023 ATTACHMENT E— HHS DATA USE AGREEMENT—TACCHO VERSION LOCAL CITY AND COUNTY ENTITIES ,OCTOBER 23,2019 ATTACHMENT E-1— TEXAS HHS SYSTEM-DATA USE AGREEMENT—ATTACHMENT 2, SECURITY AND PRIVACY INQUIRY(SPI) ATTACHMENT F— FEDERAL ASSURANCES—NON-CONSTRUCTION PROGRAMS ATTACHMENT G— CERTIFICATION REGARDING LOBBYING ATTACHMENT H— FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA)CERTIFICATION FORM Unless expressly stated otherwise in this Grant Agreement, in the event of conflict, ambiguity, or inconsistency between or among any documents,all DSHS documents take precedence over Grantee's documents and ATTACHMENT E, HHS DATA USE AGREEMENT — TACCHO VERSION (LOCAL CITY AND COUNTY ENTITIES ,OCTOBER 23,2019, takes precedence over all other Contract documents. 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 No.BHS001439500046 Page 6 of 7 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 SIGNATURE PAGE FOR DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT, CONTRACT No.HHS001439500046 DEPARTMENT OF STATE HEALTH CORPUS CHRISTI-NUECES COUNTY SERVICES PUBLIC HEALTH DISTRICT(CITY) DocuSigned by: DocuSigned by: �jaVl�aVa t inn �V. aw�jia a�n Signature Signature Printed Name:Barbara Klein Printed Name:Dr.Fauzia Khan Title: Senior Compliance and Accountability Officiafitle: Director of Public Health Date of Signature: May 2,2024 Date of Signature:May 1,2024 System Agency Grant Agreement,Contract No.BHS001439500046 Page 7 of 7 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 Attachment A-Project FY2025 Statement of Work DSHS Contract No.MS001439500046 ATTACHMENT A PROJECT FY2025 STATEMENT OF WORK 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 (cumulatively, Grantee's"Jurisdiction"): Nueces. 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 (3) of the following public health emergency preparedness capabilities are achieved on an annual basis: I. Capability 1 — Community preparedness is the ability of communities to prepare for, withstand, and recover from public health incidents in both the short-term 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 Page 1 of 9 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 Attachment A-Project FY2025 Statement of Work DSHS Contract No.MS001439500046 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 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 —Non-pharmaceutical 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 non-pharmaceutical interventions in response to the needs of an incident, event, or threat. Non-pharmaceutical 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 Page 2 of 9 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 Attachment A-Project FY2025 Statement of Work DSHS Contract No.MS001439500046 emergency responders during pre-deployment, deployment, and post-deployment. 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. Match funds awarded under this Grant Agreement 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 Code of Federal Regulations (CFR) 74.23 and 45 CFR 92.24, as amended. 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,PROJECT FY2025 BUDGET. "Cash match" is defined as an expenditure of cash by the Grantee on allowable costs under this Grant Agreement 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 Grant Agreement'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 obj ectives; 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 Grant Agreement term. F. In the event of a local, state, or federal emergency, System Agency will reimburse Grantee up to five percent (5%) of the total Grant Agreement award for its 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 Page 3 of 9 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 Attachment A-Project FY2025 Statement of Work DSHS Contract No.MS001439500046 emergency, Grantee shall notify the System Agency Contract Representative identified in SECTION VIII, CONTRACT REPRESENTATIVES, of this Grant Agreement, in writing of its implementation of this provision. G. In the event of a public health emergency involving a portion of the state,mobilize and dispatch staff or equipment purchased with funds from previous PHEP cooperative agreements, and not currently performing critical duties in the Grantee's Jurisdiction, to the affected area of the state upon receipt of a written request from System Agency. H. 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. L Inform System Agency in writing if Grantee will not continue performance under this Grant Agreement within thirty (30) calendar days of receipt of System Agency's notification of an amended standard(s) or guideline(s). In such event, System Agency may terminate this Grant Agreement immediately or within a reasonable period of time, as determined by System Agency. J. Develop,implement,and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Grant Agreement, including partial full-time employees and temporary staff. K. Have plans, processes, and training in place to meet NIMS compliance requirements. L. When using volunteers during the Grant Agreement 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. M. Coordinate all planning, training, and exercises performed under this Grant Agreement with other Local Health Entities, the Texas Division of Emergency Management ("TDEM"), or other points of contact at the discretion of System Agency, 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. N. Coordinate all risk communication activities with the System Agency Communications Unit by using System Agency's core messages posted on the System Agency website and submitting copies of draft risk communication materials to System Agency for coordination prior to dissemination. O. Work with the Regional Health Care Coalition to develop comprehensive preparedness strategies. Plans shall be submitted to System Agency via the Operational Readiness Review. P. Incorporate Access and Functional Needs ("AFN")partners in an annual PHEP exercise. Local jurisdictions can fulfill this requirement by incorporating at least one (1) AFN partner in a Page 4 of 9 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 Attachment A-Project FY2025 Statement of Work DSHS Contract No.MS001439500046 tabletop, a functional, or a full-scale exercise, or during an incident or public health event in which the AFN partner participates. Q. Designate a member of the PHEP program to attend two (2) regional healthcare coalition meetings during each Project FY. R. Fill any vacant positions within ninety (90) calendar days. Vacant positions existing after ninety (90) days may result in a decrease in funds. Grantee must report all position vacancies to their assigned System Agency Contract Representative each month until all positions are filled. S. Comply with all state and System Agency guidance and standards, including the following: 1. Grant Technical Assistance Guide, located at System Agency website located at the following URL, https://hhs.texas.gov/doing-business-hhs/grants; and 2. Texas Grant Management Standards, located at the following URL, htt2s:Hcomptroller.texas.gov/purchasing/grant-management/. T. 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; 2. Public Law 109-417, Pandemic and All-Hazards Preparedness and Advancing Innovation Act("PAHPAI"); 3. Texas Health and Safety Code Chapter 81; 4. Section 319 C-1 of the Public Health Service(PHS)Act(47 USC § 247d-3a),as amended; and 5. 2 CFR Part 200. U. Comply with all requirements related to purchases made with grant funds and uses of grant funds under this Grant Agreement. The requirements regarding purchases made with grant funds and uses of grant funds under this Grant Agreement include the following: 1. 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. 2. Grantee may not use funds made available under this Contract 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. 3. 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 Page 5 of 9 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 Attachment A-Project FY2025 Statement of Work DSHS Contract No.MS001439500046 availability of funds for the purchase of equipment. Requests to purchase equipment must be submitted to the assigned System Agency Contract Representative. 4. At the expiration or termination of this Grant Agreement for any reason, title to any remaining equipment and supplies purchased with funds under this Grant Agreement reverts to System Agency. Title may be 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. 5. Grantee shall not use System Agency funds to lease buildings or real property without prior written approval from System Agency.Further,Grantee shall not use System Agency funds for the purchase of buildings or real property under any circumstance. 6. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. 7. System Agency will monitor Grantee's expenditures on a monthly basis. If expenditures are below the amount projected in Grantee's total Project FY amount, Grantee's budget may be subject to a decrease for the remainder of the Project FY. V. Comply with requirements related to the cost reimbursement budget under this Grant Agreement. The cost reimbursement budget requirements include the following: I. Grantee's approved cost reimbursement budget must document all approved and allowable expenditures. 2. Grantee shall only utilize funding under this Grant Agreement for approved and allowable costs. If Grantee requests to utilize funds for an expense not documented in the approved cost reimbursement budget, Grantee shall notify the System Agency Contract Representative,in writing,and request approval prior to utilizing the funds. System Agency shall provide written notification whether the requested expense is approved or denied. 3. If needed, Grantee may revise the System Agency-approved cost reimbursement budget. The following requirements apply to budget transfers across budget categories: a. Transferring funds between budget categories, other than the "Equipment" and "Indirect Cost" categories, is allowable with System Agency's written approval, but cannot exceed twenty-five percent (25%) of the total allotted amount during a Project FY.If the budget transfer(s)does exceed twenty-five percent(25%)of the total allotted amount during a Project FY, alone or cumulatively, in addition to System Agency's written approval, a formal Grant Agreement amendment is required; b. Grantee may revise the "Equipment" and "Indirect Cost" budget categories, however any such revision requires System Agency's written approval and a formal Grant Agreement amendment; and c. As stated in Section I(V)(3)(a) and I(V)(3)(b), if Grantee requests revisions to the cost reimbursement budget, it shall provide an email notification to the System Agency Contract Representative. The request must include a draft of the revised categorical budget,a summary of revisions being requested with the total percentage of funds being moved, and a justification of such revisions. System Agency will notify Grantee if its revision request is approved. Thereafter, System Agency will amend the Grant Agreement, if necessary, based on the criteria established in this Section I(V)(3). Grantee's proposed budget revision is not authorized, and funds cannot be utilized, until the Grant Agreement amendment is executed. Page 6 of 9 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 Attachment A-Project FY2025 Statement of Work DSHS Contract No.MS001439500046 W. Comply with the reporting requirements and due dates established in this ATTACHMENT A, PROJECT FY2025 STATEMENT OF WORK and SECTION VII,REPORTING REQUIREMENTS, of the Signature Document. Unless stated otherwise in this Grant Agreement, Grantee must submit the reports via Qualtrics, a web-based system, according to instructions provided by System Agency. Programmatic reports satisfy the information-sharing requirements set forth in Texas Government Code, Sections 421.071 and 421.072(b) and (c). The reporting requirements include the following: 1. Grantee must prepare and submit an Initial Work Plan each Project FY and submit it to System Agency via Qualtrics, using a URL provided by System Agency. For Project FY2025, Grantee must submit the Initial Work Plan to System Agency by July 15, 2024. 2. Grantee must prepare and submit a current Integrated Preparedness Plan ("IPP") each Project FY, which must include at least four (4) years of progressive exercise, planning and training, to System Agency via Qualtrics. For Project FY2025, Grantee must submit the IPP to System Agency by May 1, 2025. 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 After-Action Review/Improvement Plan submitted in SECTION I(W)(3) of this Statement of Work. The IPP must include a description of: a. The proposed location, month(s), and year(s) of future exercise(s); b. The type(s) of future exercise(s)that will take place; and c. The partnering entities. 3. Grantee must prepare and submit an After-Action Review/Improvement Plan ("AAR/IP") each Project FY for the annual PHEP exercise with Access and Functional Needs via Qualtrics. For Project FY2025, Grantee must submit the AAR/IP to System Agency by June 30, 2025. 4. Grantee must complete and submit specific forms identified by the System Agency from the Operational Readiness Review ("ORR") each Project FY to System Agency by uploading supporting documentation to Qualtrics. For Project FY2025, Grantee must submit the ORR forms to System Agency by June 30, 2025. 5. Grantee must prepare and submit a Programmatic Mid-Year Performance Report each Project FY via Qualtrics. For Project FY2025,Grantee must submit the Programmatic Mid- Year Performance Report to System Agency by January 31, 2025. System Agency will provide a template to Grantee, which will identify the information that Grantee must provide in its Programmatic Mid-Year Performance Report. 6. Grantee must prepare and submit a Programmatic End-of-Year Performance Report each Project FY via Qualtrics.For Project FY2025,Grantee must submit the Programmatic End- of-Year Performance Report to System Agency by July 30, 2025. System Agency will provide a template to Grantee, which will identify the information that Grantee must provide in its Programmatic End-of-Year Performance Report. 7. Grantee must submit a copy of the meeting sign in sheet, as evidence of attendance at two (2)regional healthcare coalition meetings during each Project FY via Qualtrics.For Project FY2025, Grantee must submit evidence of attendance at two (2) regional healthcare coalition meeting to System Agency by June 30, 2025. 8. Grantee must submit biannual Financial Status Reports (FSRs). Grantee's FSRs are due the last business day of the month following the end of each second Project FY quarter, and thirty (30) calendar days after each fourth Project FY quarter. The first FSR, for the Page 7 of 9 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 Attachment A-Project FY2025 Statement of Work DSHS Contract No.MS001439500046 period July 1, 2024, through December 31, 2024, is due by January 31, 2025. The second FSR, for the period January 1, 2025, through June 30, 2025, is due by July 30, 2025. Grantee shall electronically submit FSRs to invoiceskdshs.texas.gov and fsr rg antskdshs.texas.gov, with a copy to the System Agency Contract Representative identified in SECTION VIII, CONTRACT REPRESENTATIVES, of this Grant Agreement. If System Agency determines Grantee needs to submit FSR reports by mail or fax, Grantee must send the required information as follows: a. For submission by mail, use address below: Department of State Health Services Claims Processing Unit P.O. Box 149347, MC 1940 Austin, TX 78714-9347 b. For submission by fax, use number below: (512)458-7442 9. Grantee must maintain an inventory of equipment, supplies defined as"Controlled Assets" (see definition in form titled, "DSHS Contractor's Property Inventory Report (Form GC- 1 1)," link below), and real property. Grantee shall submit an annual cumulative report of the above state items on the Form GC-11, located at the following URL: https://www.dshs.texas.gov/hiv-std-program/dshs-tb-hiv-std-section-thisis/contract- management-section-prevention. Grantee will submit the Form GC-11, via email, to FSOequipgdshs.texas.gov, with a copy to the System Agency Contract Representative identified in SECTION VIII,CONTRACT REPRESENTATIVES, of this Grant Agreement, no later than October 15th of each calendar year. 10. 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. 11. Grantee must immediately notify System Agency in writing if Grantee is legally prohibited from providing any report required under this Grant Agreement. II. PERFORMANCE MEASURES A. System Agency will monitor Grantee's performance of the requirements in this Statement of Work and compliance with the Grant Agreement's terms and conditions. B. Grantee must adhere to PHEP reporting deadlines and the capability to receive, stage, store, distribute, and dispense material during a public health emergency. Failure to meet these requirements may result in System Agency withholding a portion of the current Project 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 Grant Agreement. Page 8 of 9 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 Attachment A-Project FY2025 Statement of Work DSHS Contract No.MS001439500046 III. INVOICE AND PAYMENT A. Grantee shall request monthly payments by the last business day of the month following the month in which expenses were incurred and shall use the State of Texas Purchase Vouchers (Form B-13 and Form B-13A) located at http://www.dshs.texas.gov/grants/fonns.shtm. Grantee's final invoice will be due thirty (30) calendar days following the expiration date of the Grant Agreement. System Agency will issue reimbursement payments to Grantee on a monthly basis for reported actual cash disbursements that are supported by adequate documentation. Invoice approval and payment is contingent upon receipt of adequate supporting documentation and submittal of acceptable supporting documentation by electronic mail to invoiceskdshs.texas.gov and CMSInvoices(a�dshs.texas. ov, 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 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 that is required by this Statement of Work or as requested by System Agency. B. System Agency will pay Grantee monthly on a cost reimbursement basis and in accordance with ATTACHMENT B,PROJECT FY2025 BUDGET, of this Grant Agreement. System Agency will reimburse Grantee only for allowable and reported expenses incurred within the Project FY. C. Grantee may request a one-time working capital advance not to exceed twelve percent(12%) of the total funds allotted per Project FY. All advances must be expended by the end of the Project FY.Advances not expended by the end of the Grant Agreement 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 Grant Agreement term. However, if the advance has not been repaid prior to the last three(3)months of the Grant Agreement term,the Grantee must deduct at least one-third (1/3rd) of the remaining advance from each of the last three (3) months' reimbursement requests. If the advance is not repaid prior to the last three (3) months of the Grant Agreement term, System Agency will reduce the reimbursement request by one-third (1/3rd) of the remaining balance of the advance. Page 9 of 9 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 Attachment B-Project FY2025 Budget DSHS Contract No.MS001439500046 ATTACHMENT B PROJECT FY2025 BUDGET The table below establishes the categorical budget for Project FY2025, which is the period from July 1, 2024, through June 30, 2025. BUDGET CATEGORIES DSHS FUNDING Personnel $154,548.00 Fringe Benefits $65,714.00 Travel $6,166.00 Equipment $0.00 Supplies $4,800.00 Contractual $0.00 Other $8,775.00 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-Kind) $24,000.00 Total Contract Amount $264,003.00 Page 1 of 1 Attachment C—HHS Contract Affirmations,Version 2.3,Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 HEALTH AND HUMAN SERVICES Contract Number HHS001439500046 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.2.3 Effective August 2023 Page 1 of 14 Attachment C—HHS Contract Affirmations,Version 2.3,Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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 parry 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.2.3 Effective August 2023 Page 2 of 14 Attachment C—HHS Contract Affirmations,Version 2.3,Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 12. Child Support Obligation Under Section 231.006(d) of the Texas Family Code regarding child support, Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 231.006(f). 13. Suspension and Debarment Contractor certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management (SAKI)maintained by the General Services Administration. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Contractor's subcontracts, if any, if payment in whole or in part is from federal funds. 14. Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, "published by the United States Department of the Treasury, Office of Foreign Assets Control.' 15. Foreign Terrorist Organizations Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code. 16. Executive Head of a State Agency In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Contractor certifies that it is not(1) the executive head of an HHS agency, (2) a person who at any time during the four years before the date of this Contract was the executive head of an HHS agency, or(3) a person who employs a current or former executive head of an HHS agency. 17. Human Trafficking Prohibition Under Section 2155.0061 of the Texas Government Code, Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 3 of 14 Attachment C—HHS Contract Affirmations,Version 2.3,Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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.2.3 Effective August 2023 Page 4 of 14 Attachment C—HHS Contract Affirmations,Version 2.3,Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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/ Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 5 of 14 Attachment C—HHS Contract Affirmations,Version 2.3,Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 All reports made to the OIG must be made through one of the following avenues: • 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.2.3 Effective August 2023 Page 6 of 14 Attachment C—HHS Contract Affirmations,Version 2.3,Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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.2.3 Effective August 2023 Page 7 of 14 Attachment C—HHS Contract Affirmations,Version 2.3,Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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.2.3 Effective August 2023 Page 8 of 14 Attachment C—HHS Contract Affirmations,Version 2.3,Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 39. Gender Transitioning and Gender Reassignment Procedures and Treatments for Certain Children—Prohibited Use of Public Money; Prohibited State Health Plan Reimbursement. Contractor understands, acknowledges, and agrees that,pursuant to Section 161.704 of the Texas Health and Safety Code (eff. Sept. 1, 2023),public money may not directly or indirectly be used, granted,paid, or distributed to any health care provider, medical school, hospital, physician, or any other entity, organization, or individual that provides or facilitates the provision of a procedure or treatment to a child that is prohibited under Section 161.702 of the Texas Health and Safety Code. Contractor also understands, acknowledges, and agrees that,pursuant to Section 161.705 of the Texas Health and Safety Code (eff. Sept. 1, 2023), HHSC may not provide Medicaid reimbursement and the child health plan program established under Chapter 62 may not provide reimbursement to a physician or health care provider for provision of a procedure or treatment to a child that is prohibited under Section 161.702 of the Texas Health and Safety Code. Contractor certifies that it is not ineligible to contract with System Agency under the terms of Chapter 161, Subchapter X, of the Texas Health and Safety Code. 40. 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. 41. 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. 42. COVID-19 Vaccinations Contractor understands, acknowledges, and agrees that,pursuant to Article 11 of the General Appropriations Act, none of the General Revenue Funds appropriated to the Department of State Health Services (DSHS)may be used for the purpose of promoting or advertising COVID-19 vaccinations in the 2024-25 biennium. It is also the intent of the legislature that to the extent allowed by federal law, any federal funds allocated to DSHS shall be expended for activities other than promoting or advertising COVID-19 vaccinations. 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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 9 of 14 Attachment C—HHS Contract Affirmations,Version 2.3,Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 43. Entities that Boycott Energy Companies In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S.,pursuant to Section 2274.002 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595,Acts 2023, 88th Leg., R.S.) 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 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) 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. 44. 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. 45. 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. 46. 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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 10 of 14 Attachment C—HHS Contract Affirmations,Version 2.3,Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 47. 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) (eff. Apr. 1, 2025, Section 544.0106, pursuant to House Bill 4611, Acts 2023, 88th Leg., R.S.) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 48. 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. 49. Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (eff. Sept. 1, 2023, Section 2275.0102(a)(1),pursuant to House Bill 4595,Acts 2023, 88th Leg., R.S.) (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 (eff. Sept. 1, 2023, Section 2275.0102, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.), 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 (eff. Sept. 1, 2023, Section 2275.0103, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.), or(2)headquartered in any of those countries. 50. 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 access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business & Commerce Code, in this state. 51. 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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 11 of 14 Attachment C—HHS Contract Affirmations,Version 2.3,Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 52. 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. 53. 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. 54. 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. 55. 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. 56. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. 57. 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). Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 12 of 14 Attachment C—HHS Contract Affirmations,Version 2.3, Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No. HHS001439500046 58. 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.2.3 Effective August 2023 Page 13 of 14 Attachment C—HHS Contract Affirmations,Version 2.3, Effective August 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No. HHS001439500046 Authorized representative on behalf of Contractor must complete and sign the following: Dr. Fauzia Khan Legal Name of Contractor Corpus Christi—Nueces County Public Health District Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as') N/A 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. DocuSigned by:0r. F"Itu I ' May 1, 2024 4NRI-RI48p P.11... Signature of Authorized Representative Date Signed Dr. Fauzia Khan Director of Public Health Printed Name of Authorized Representative Title of Authorized Representative First, Middle Name or Initial, and Last Name 1702 Horne Rd. Corpus Christi, Texas, 78416 Physical Street Address City, State, Zip Code 1702 Horne Rd. Corpus Christi, Texas, 78416 Mailing Address,if different City, State, Zip Code 361-826-7202 361-826-1334 Phone Number Fax Number FauziaK@cctexas.com 069457786 Email Address DUNS Number 74-6000574 17460005741 Federal Employer Identification Number Texas Identification Number (TIN) N/A 1-746000574 Texas Franchise Tax Number Texas Secretary of State Filing Number XETBTPKCL895 SAM.gov Unique Entity Identifier (UEI) Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 14 of 14 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No. HHS001439500046 TEXAS Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.3 Published and Effective — November 2023 Responsible Office: Chief Counsel HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 1 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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 3.3 Effective November 2023 Page 2 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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 ................................................................... 8 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......................................................................................... 9 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.................. 10 4.1 ALLOWABLE COSTS............................................................................................ 10 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 1 1 ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS.......... 12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 12 5.3 FEDERAL ASSURANCES....................................................................................... 12 5.4 FEDERAL CERTIFICATIONS ................................................................................ 12 5.5 STATE ASSURANCES............................................................................................ 12 ARTICLE VI. INTELLECTUAL PROPERTY........................................................................ 13 6.1 OWNERSHIP OF WORK PRODUCT....................................................................... 13 6.2 GRANTEE'S PRE-EXISTING WORKS................................................................... 13 6.3 THIRD PARTY IP................................................................................................. 14 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 3 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS ............................... 14 6.5 DELIVERY UPON TERMINATION OR EXPIRATION.............................................. 14 6.6 SURVIVAL............................................................................................................ 14 6.7 SYSTEM AGENCY DATA...................................................................................... 14 ARTICLE VII. PROPERTY................................................................................................ 15 7.1 USE OF STATE PROPERTY................................................................................... 15 7.2 DAMAGE TO STATE PROPERTY.......................................................................... 15 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT....... 15 7.4 EQUIPMENT AND PROPERTY............................................................................... 16 ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY........................ 16 8.1 RECORD MAINTENANCE AND RETENTION......................................................... 16 8.2 AGENCY'S RIGHT TO AUDIT............................................................................... 17 8.3 RESPONSEXOMPLIANCE WITH AUDIT OR INSPECTION FINDINGS ................... 17 8.4 STATE AUDITOR'S RIGHT TO AUDIT.................................................................. 18 8.5 CONFIDENTIALITY.............................................................................................. 18 ARTICLE IX. GRANT REMEDIES,TERMINATION AND PROHIBITED ACTIVITIES.......... 18 9.1 REMEDIES............................................................................................................ 18 9.2 TERMINATION FOR CONVENIENCE .................................................................... 19 9.3 TERMINATION FOR CAUSE ................................................................................. 19 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS.... 19 9.5 INHERENTLY RELIGIOUS ACTIVITIES................................................................ 20 9.6 POLITICAL ACTIVITIES....................................................................................... 20 ARTICLEX. INDEMNITY..................................................................................................20 10.1 GENERAL INDEMNITY......................................................................................... 20 10.2 INTELLECTUAL PROPERTY................................................................................. 21 10.3 ADDITIONAL INDEMNITY PROVISIONS............................................................... 21 ARTICLE XI. GENERAL PROVISIONS...............................................................................21 11.1 AMENDMENTS..................................................................................................... 21 11.2 NO QUANTITY GUARANTEES.............................................................................. 21 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS..........................................................................22 11.5 INSURANCE AND BONDS...................................................................................... 22 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 4 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 11.6 LIMITATION ON AUTHORITY.............................................................................. 23 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS............................................ 23 11.8 SUBCONTRACTORS.............................................................................................. 23 11.9 PERMITTING AND LICENSURE ............................................................................ 23 11.10 INDEPENDENT CONTRACTOR ............................................................................. 24 11.11 GOVERNING LAW AND VENUE ........................................................................... 24 11.12 SEVERABILITY.....................................................................................................24 11.13 SURVIVABILITY................................................................................................... 24 11.14 FORCE MAJEURE ................................................................................................ 24 11.15 NO IMPLIED WAIVER OF PROVISIONS ............................................................... 25 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 25 11.17 MEDIA RELEASES ............................................................................................... 25 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS ............................................. 25 11.19 SOVEREIGN IMMUNITY....................................................................................... 25 11.20 ENTIRE CONTRACT AND MODIFICATION........................................................... 26 11.21 COUNTERPARTS.................................................................................................. 26 11.22 PROPER AUTHORITY........................................................................................... 26 11.23 E-VERIFY PROGRAM .......................................................................................... 26 11.24 CIVIL RIGHTS...................................................................................................... 26 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS ................................. 27 11.26 DISCLOSURE OF LITIGATION.............................................................................. 27 11.27 NO THIRD PARTY BENEFICIARIES ..................................................................... 28 11.28 BINDING EFFECT................................................................................................. 28 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 5 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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 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. "Pam"means either the System Agency or Grantee, individually. "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 6 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 "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' website relative to travel reimbursements under this Contract, if any. "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 (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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 7 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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." L 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. 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: htt2s://fmx.cl2a.texas.gov/fmx/travel/textravel/ HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 8 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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. 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 9 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 ARTICLE III. STATE AND FEDERAL FUNDING 3.1 EXCESS OBLIGATIONS PROHIBITED This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change,revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination or cancellation, and System Agency will not be required to give prior notice. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination. 3.2 NO DEBT AGAINST THE STATE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBTS AND DELINQUENCIES Grantee agrees that any payments due under the Grant Agreement shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including,but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support during the entirety of the Grant Agreement term. 3.4 REFUNDS AND OVERPAYMENTS A. At its sole discretion, the System Agency may (i) withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s)is not submitted by the due date(s); or(ii)require Grantee to promptly refund or credit-within thirty (30) calendar days of written notice— to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement. B. "Overpayments" as used in this Section include payments (i)made by the System 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 10 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 criteria for Allowable Costs. Additional federal requirements apply if this Grant Agreement is funded, in whole or in part, with federal funds. B. System Agency will reimburse Grantee for actual,allowable, and allocable costs incurred by Grantee in performing the Project, provided the costs are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Grant Agreement. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup) from remaining funds available under this Grant Agreement in amounts necessary to fulfill Grantee's repayment obligations. Grantee and all payments received by Grantee under this Grant Agreement are subject to applicable cost principles, audit requirements, and administrative requirements including applicable provisions under 2 CFR 200, 48 CFR Part 31, and TxGMS. C. OMB Circulars will be applied with the modifications prescribed by TxGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.2 AUDITS AND FINANCIAL STATEMENTS A. Audits i. Grantee understands and agrees that Grantee is subject to any and all applicable audit requirements found in state or federal law or regulation or added by this Grant Agreement ii. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee maybe subject to sanctions and remedies for non-compliance. iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000)in federal funds awarded, Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 11 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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 reportkhhsc.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 hlt2s:Hhhs]2ortal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit reporte,hhsc.state.tx.us. ARTICLE V. WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement; and all deliverables shall be fit for ordinary use,of good quality, and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement,the System Agency may require Grantee, at its sole expense,to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith, require Grantee to accept the return of such work; and, iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 12 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT A. All right, title, and interest in the Work Product, including all Intellectual Property Rights therein,is exclusively owned by System Agency.Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. B. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a"work made for hire"under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns,the entire right,title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income,royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past,present or future infringement based on the copyrights,and in and to all rights corresponding to the foregoing. C. Grantee agrees to execute all papers and to perform such other acts as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. D. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty-free, transferable, irrevocable, and perpetual license,with the right to 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 13 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 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 parry's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. 6.5 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agency's request, Grantee shall deliver to System Agency all completed, or 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 14 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 System Agency's designated vendors, as directed in writing by System Agency. The foregoing shall be at no cost to System Agency. E. Furthermore, the proprietary nature of Grantee's systems that process, store, collect, and/or transmit the System Agency Data shall not excuse Grantee's performance of its obligations hereunder. ARTICLE VII. PROPERTY 7.1 USE OF STATE PROPERTY A. Grantee is prohibited from using State Property for any purpose other than performing Services authorized under the Grant Agreement. B. State Property includes, but is not limited to, System Agency's office space, identification badges, System Agency information technology equipment and networks (e.g., laptops,portable printers, cell phones, iPads or tablets, external hard drives, data storage devices, any System Agency-issued software, and the System Agency Virtual Private Network(VPN client)), and any other resources of System Agency. C. Grantee shall not remove State Property from the continental United States. In addition, Grantee may not use any computing device to access System Agency's network or e- mail while outside of the continental United States. D. Grantee shall not perform any maintenance services on State Property unless the Grant Agreement expressly authorizes such Services. 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 15 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 7.4 EQUIPMENT AND PROPERTY A The Grantee must ensure equipment with a per-unit cost of$5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment,whether acquired in part or whole with grant funds, until disposition occurs. B. When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement,use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D. Controlled Assets include firearms, regardless of the acquisition cost, and the following 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 all information required to determine compliance with the terms and conditions of this Grant Agreement and all state and federal rules, regulations, and statutes. Grantee shall ensure these same requirements are included in all subcontracts. 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. Grantee shall ensure these same requirements are included in all subcontracts. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 16 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 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. Grantee shall ensure these same requirements are included in all subcontracts. 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. Grantee shall permit the System Agency or any of its duly authorized federal, state, or local authorities unrestricted access to and the right to examine all external contracts and or pricing models or methodologies related to the Grant Agreement. Grantee shall ensure these same requirements are included in all subcontracts. If the Grant Agreement includes federal funds, federal agencies that shall have a right of access to records as described in this section include: the federal agency providing the funds,the Comptroller General of the United States,the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that shall have a right of access to records as described in this section include: the System Agency, HHS's contracted examiners, the State Auditor's Office, the Office of the Texas Attorney General, and any successor agencies. Each of these entities may be a duly authorized authority. C. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of oversight, including, but not limited to, reviews, inspections, audits and investigations, 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 and payments related to the Grant Agreement, including those related to a Subcontractor. E. Grantee shall include the System Agency's and any of its duly authorized representatives', as well as duly authorized federal, state, or local authorities, unrestricted 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, inspection or investigation 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 17 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 C. Grantee shall include the requirement to provide to System Agency (and any of its duly authorized federal, state, or local authorities)internal audit reports related to this Grant Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall enforce this requirement against its Subcontractor. Further, Grantee shall include in any Subcontract it awards a requirement that all Subcontractor Subcontracts must also include these provisions. 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. Grantee shall ensure the authority to audit funds received indirectly by subcontractors through the contract and the requirement to cooperate is included in any subcontract it awards. 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 Article VIII will survive termination or expiration of this Grant Agreement. Further, the obligations of Grantee under this Article VIII will survive termination or expiration of this Grant Agreement. This requirement must be included in all subcontracts awarded by Grantee. ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REMEDIES A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 18 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 obtained; ix. withholding release of new grant agreements; and x. imposing any other remedies, sanctions or penalties authorized under this Grant Agreement or permitted by federal or state statute, law,regulation or rule. B. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended. C. No action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as a waiver of any other rights or remedies available to System Agency under the Grant Agreement or pursuant to law. Additionally,no action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended or after termination. 9.2 TERMINATION FOR CONVENIENCE The System Agency may terminate the Grant Agreement, in whole or in part, at any time when,in its sole discretion,the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in the System Agency's notice of termination. 9.3 TERMINATION FOR CAUSE A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Grant Agreement, in whole or in part,upon either of the following conditions: i. Material Breach The System Agency may terminate the Grant Agreement, in whole or in part, if the System Agency determines, in its sole discretion, that Grantee has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, whether or not such violation prevents or substantially impairs performance of Grantee's duties under the Grant Agreement. Grantee's misrepresentation in any aspect including, but not limited to, of Grantee's Solicitation Application, if any, or Grantee's 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 19 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities; however,these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. C. Grant funds may not be used to employ, in any capacity, a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant funds cannot be used to pay membership dues to an organization that partially or wholly pays the salary of a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 20 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 AGREEMENT. 10.2 INTELLECTUAL PROPERTY GRANTEE SHALL DEFEND,INDEMNIFY,AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS,VIOLATIONS,MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT,TRADEMARK, COPYRIGHT,TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY,PUBLICITY OR PRIVACY RIGHTS,AND/OR IN CONNECTION WITH OR ARISING FROM: i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER;AND/OR R SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEMNITY PROVISIONS A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 21 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 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. 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 22 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 11.6 LIMITATION ON AUTHORITY A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority,power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 23 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-parry service providers shall serve as independent contractors in providing the services under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party's behalf. The Grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits,unemployment insurance benefits, or employee benefits of any kind. The Grant Agreement shall not create any joint venture, partnership, agency, or employment relationship between Grantee and System Agency. 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 3.3 Effective November 2023 Page 24 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 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 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 25 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 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 extentpossible. 11.21 COUNTERPARTS This Grant Agreement may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Grant Agreement. 11.22 PROPER AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. 11.23 E-VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: A. all persons employed to perform duties within Texas during the term of the Grant Agreement; and B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Grant Agreement within the United States of America. 11.24 CIVIL RIGHTS A. Grantee agrees to comply with state and federal anti-discrimination laws, including: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and vii. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Grant Agreement. B. Grantee agrees to comply with all amendments to the above-referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability,political beliefs, or religion,be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15,prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 26 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing,in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. D. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: https://hhs.texas.gov/about-hhs/vour-rights/civil-ri ghts-office/civil-ri ghts-posters E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street,Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: HHSCivilRightsOfficeghhsc.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 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 27 of 28 Attachment D—HHS Uniform Terms and Conditions-Grant,Version 3.3, Effective November 2023 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.H HS001 439500046 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 28 of 28 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 ATTACHMENT E HHS DATA USE AGREEMENT This Data Use Agreement("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR. ARTICLE 1. PURPOSE;APPLICABILITY;ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information.45 CFR 164.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of 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 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create, receive, maintain, use, disclose or have access to the Confidential Information; and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR, or that CONTRACTOR may,for an Authorized Purpose,create,receive,maintain, use,disclose or have access to, that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information (herein "PHI"); (3) 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 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1);45 CFR 164.514(d) (B) Except as Required by 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.F.R. 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management,to carry out CONTRACTOR's obligations in connection with the Authorized Purpose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code§181.101 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)(ii)(C); 164.530(e); 164.410(b);164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(ii)(A) (E) CONTRACTOR will not attempt to re-identify or further identify Confidential Information or De-identified Information,or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purpose, without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and(4); Texas Health &Safety Code Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(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 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 (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 Lally 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). Q) 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); I TA 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 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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)(h)(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 Destro e 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 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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 (MIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 164.306. (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality,integrity, and availability of the Confidential Information, and with respect to PHI, as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy Official 45 CFR 164.530(a)(1)and Information Security Official,each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further,that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502;164.514(d). (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 6 of 15 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308; 164.316;164.514(d);164.530(i)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received,used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308;164.514(d). (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of,PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws.A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule,regulation or law,HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security.All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system,media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation,audit or the Discovery of an Event or Breach. Otherwise,requested production of such proof will be made as agreed upon by the parties.De-identification of HHS Confidential Information is a means of security. With respect to de-identification of PHI, "secure" means de-identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312;164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates,receives, maintains,uses, discloses,has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 7 of 15 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 • 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 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 (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 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 (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 Lally 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 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 (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 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 (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 Destro e 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 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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 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 Attachment F—HHS Data Use Agreement-TACCHO Version(Local City and County Entities),October 23,2019 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No.HHS001439500046 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:514B5E84-2740-460B-BF3B-91599532B595 Attachment E-1 - Texas HHS System — Data Use Agreement - Attachment 2 Security and Privacy Inquiry (SPI) DSHS Contract No. HHS001439500046 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 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: Corpus Christi-Nueces County Public Health Dd Legal Entity Tax Identification Number (TIN) (Last Four Numbers Only): 574 Procure ment/Contract#: Address: 1702 Horne Rd City: Corpus Christi State:Texas ZIP: 78416 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") S. 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:514B5E84-2740-460B-BF3B-91599532B595 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(CIIS)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 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:514B5E84-2740-460B-BF3B-91599532B595 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 0 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? 0 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:514B5E84-2740-460B-BF3B-91599532B595 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 include at a minimum (if any responses are "No" check "No" for all three): 0 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:514B5E84-2740-460B-BF3B-91599532B595 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? Q No Action Plan for Compliance with a Timeline: Compliance Date: g. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that permit only Authorized Users with up-to-date privacy and security training, and O 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 O 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 E) Yes procedures that require updates to policies, procedures and plans following major changes with use or disclosure of Texas HHS Confidential Information within 60 No 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:514B5E84-2740-460B-BF3B-91599532B595 j. Does Applicant/Bidder have current written privacy and security policies and 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 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:514B5E84-2740-460B-BF3B-91599532B595 Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder have Privacy Safeguards to protect Texas HHS Confidential Q 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 Q 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:514B5E84-2740-460B-BF3B-91599532B595 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, PII-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 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 DYes 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:514B5E84-2740-460B-BF3B-91599532B595 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 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 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.nist.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:514B5E84-2740-460B-BF3B-91599532B595 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.)? 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(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://csrc nist.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 Q 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, Q 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 (06/201 S) Texas HHS System-Data Use Agreement-Attachment 2: Page 10 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 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, QYes 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 O 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 (�)Yes applications containing Texas HHS Confidential Information meet security testing Q 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:514B5E84-2740-460B-BF3B-91599532B595 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: DocuSigned by: Director of Public Health May 1,2024 o st6%1ftj1j6De&mpleted,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:® RLHO--Center for Health Emergency Response &Preparedness Legal Entity Tax Identification Number (TIN) (Last four Only): PO/Contract(s)#: 5 7 4 1 HHS001439500046 Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Fred L. Waterman Fred.Waterman@dshs.texas.gov (512) 776-6585 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:514Bma i riuL i iu a rurc.i,9UIVIr�r 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 or Applicant/Bidder Legal Name. Provide the legal name of the business(the name used for legal purposes, like filing a federal or state tax form on behalf of the business, and is not a trade or assumed named "dba"), the legal tax identification number(last four numbers only)of the entity or applicant/bidder, the address of the corporate or main branch of the business, the telephone number where the business can be contacted regarding questions related to the information on this form and the website of the business, if a website exists. Item#3.Number of Employees,at all locations,in Applicant/Bidder's workforce. Provide the total number of individuals,including volunteers,subcontractors, trainees, and other persons who work for the business. If you are the only employee,please answer"1." Item#4.Number of Subcontractors. Provide the total number of subcontractors working for the business. If you have none,please answer "0"zero. Item#5. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to handle HHS Confidential Information during one year. Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Texas HHS Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#5.Name of Information Technology Security Official and Name of Privacy Official for Applicant/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 or Applicant/Bidder Will Create, Receive,Maintain, Use, Disclose or Have Access to: Provide a complete listing of all Texas HHS Confidential Information that the Contractor will create, receive, maintain, use, disclose or have access to. The DUA section Article 2, Definitions, defines Texas HHS Confidential Information as: "Confidential Information"means any communication or record(whether oral, written, electronically stored or transmitted, or in any other form)provided to or made available to CONTRACTOR or that CONTRACTOR may create, receive, maintain, use, disclose or have access to on behalf of Texas HHS that consists of or includes any or all of the following: (1) Client Information; (2)Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information; (3)Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 13 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 14]r-eaerai i ax mjormarion; (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.govlhipaa/index.html • Criminal Justice Information Services(CJIS)-https.11www.fbi.gov/services/ciis/ciis-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.govlpublicationslnistpubsl800-1221sp800-122.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:514B5E84-2740-460B-BF3B-91599532B595 other situations usted rn tnls 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:514B5E84-2740-460B-BF3B-91599532B595 • 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 ASSESSMEN`i 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:514B5E84-2740-460B-BF3B-91599532B595 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.11docs.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:514B5E84-2740-460B-BF3B-91599532B595 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:514B5E84-2740-460B-BF3B-91599532B595 Attachment F — Federal Assurances —Non-Construction Programs DSHS Contract No. HHS001439500046 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 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:514B5E84-2740-460B-BF3B-91599532B595 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 LuSigned by: Director of Public Health EEBF48zED4z" ... APPLICANT ORGANIZATION DATE SUBMITTED Corpus Christi—Nueces County Public Health District I IMay 1,2024 Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 Attachment G— Certification Regarding Lobbying DSHS Contract No. HHS001439500046 DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 CERTIFICATION REGARDING LOBBYING Certification for Contracts,Grants, Loans,and Cooperative Agreements The undersigned certifies,to the best of his or her knowledge and belief,that: (1)No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the extension,continuation, renewal,amendment,or modification of any Federal contract,grant, loan,or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states,to the best of his or her knowledge and belief,that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. •APPLICANT'S ORGANIZATION Corpus Chnisti—Nueces County Public Health District •PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: Dr. ' First Name:I Fauzia Middle Name: •Last Name:I Khan Suffix: •Title:I Director of Public Health SIGNATURE: Docusignedby: ' DATE: ay �vr. :au�jia �t a� i= Attachment H-Federal Funding Accountability and Transparency Act(FFATA)Certification Form DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No. HHS001439500046 TEXAS Health and Human Texas Department of State Services Health Services Fiscal Federal Funding Accountability and Transparency Act (FFATA) The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact: (Name, Email and Phone Number): Corpus Christi—Nueces County Public Health District Constance Sanchez ConstanceP@cctexas.com 361-826-3189 Primary Address of Contractor: Zip Code: 9-digits required www.usos.com 1702 Horne Rd., Corpus Christi,Nueces County, Texas, 78416-1902 78416-1902 Unique Entity ID (UEI):This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.gov (VIN) - 14 digits: XETBTPKCL895 1-746000574-1027 Printed Name of Authorized Representative: Signature of Authorized Representative Dr.Fauzia Khan DocuSigned by: 10434CEBF4B2ED425 r. F"t'& �,a�n,... Title of Authorized Representative Date Signed Director of Public Health May 1,2024 Department of State Health Services Form 4734—April 2022 Contract Management Section Attachment H-Federal Funding Accountability and Transparency Act(FFATA)Certification Form DocuSign Envelope ID:514B5E84-2740-460B-BF3B-91599532B595 DSHS Contract No. HHS001439500046 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? https://www.cctexas.com/financial-transparency 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: N/A 2 Department of State Health Services Form 4734-April 2022 Contract Management Section 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 June 11, 2024 Background and Summary Hazards-PHEP Grant Program • 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 Corpus Christi. For surveillance, investigations and reporting of Texas Notifiable Conditions including food-borne, water- borne, zoonotic and multidrug resistant infections for Nueces County residents. • July 1 , 2024, through June 30, 2025 City Council June 11, 2024 Fiscal Impact and Staff Recommendation Fiscal Impact: Total Operating budget is $240,003.00 with zero expected Program Income • This grant requires a 10% match or $24,000.00. All positions are 100% grant funded. There are 3 FTE positions funded by this grant. The positions are listed below: • Public Health Coordinator- MRC/SNS • Public Health LVN • Administrative Support II Staff Recommendation: Approval of the two reading ordinance. City Council June 11, 2024 .bus cx,� �o Nreoreroea 1852 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of June 11, 2024 Second Reading for the City Council Meeting of June 18, 2024 DATE: May 17, 2024 TO: Peter Zanoni, City Manager FROM: Al Raymond, Development Services Department Alraymond@cctexas.com (361) 826-3275 Rezoning for a property at or near 2212 Morris Street CAPTION: Zoning Case No. ZN8219, City of Corpus Christi (District 2). Ordinance rezoning a property at or near 2212 Morris Street from the "RS-6/SP" Single-Family 6 District with a Special Permit and the "Cl" Intensive Commercial District to the "RM-2" Multifamily District. Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). SUMMARY: This item is to rezone the property to allow development of multifamily housing for senior living. BACKGROUND AND FINDINGS: The subject properties are a part of the development of the former Lamar Elementary site, The Palms at Morris, which is utilizing grant funding through the City of Corpus Christi, Housing and Community Development. The project is a part of a comprehensive neighborhood revitalization strategy of infill housing development focused on meeting local housing affordability needs. The project has also received a resolution of support for a 9% Low-income Housing Tax Credit (No. 033296 dated 2/13/2024) The subject property consists of nine individual and vacant parcels, totaling 3.42 acres, zoned "RS-6/SP" Single-Family 6 with a Special Permit (Ordinance No. 032602 allowing for accessory parking use for a government facility) and "Cl" Intensive Commercial. The subject property is located along Morris, 19th, and 20th Streets. To the north, properties are zoned "RS-6" Single-Family 6 and vacant. To the south, properties are zoned "RM-3" Multifamily and "Cl" Intensive Commercial with uses being vacant and low-density residential. To the east, properties are zoned "RS-6" Single- Family 6 and "RM-3" Multifamily with vacant, low-density residential, public semi-public (St. Joseph's Convent) uses. To the west, properties are zoned "RS-6" Single-Family 6 and "RS-6/SP" (same special permit ordinance as the subject property). The applicant is requesting an amendment to the existing zoning to accommodate a multifamily development geared toward the senior living community. The "RM-2" Multifamily district permits apartments, single-family houses, two-family houses, townhouses, cottage housing developments, group homes, educational facilities, parks and open areas, and places of worship. Excerpt from the 2023 Request for Interest: Former Lamar Elementary Site & Neighborhood Parcels (Attachment A): "Currently vacant, the site that was once home to Lamar Elementary School which was originally part of the 1908 Eckerd Subdivision while parcels to the east of 19th Street are part of the 1929 Jasmin Subdivision. Narrow and deep single-family lots, typical of this time, are common throughout the neighborhood, though many lots have been combined over the decades to form larger parcels. Other neighborhood institutions include St. Joseph's Catholic Church, the Garcia Arts Center and Park, and educational facilities like the Marguerite Child Development Center and a charter high school. Lamar Elementary served many generations, starting in 1941. The school was closed in 2010 and later demolished in 2021 to make way for new development and neighborhood investment. Though no longer standing, the site still holds historical significance as the 1948 location of the meeting that formed the American GI Forum, the civil rights group founded by Dr. Hector P. Garcia. (Katheryn Cargo for the Caller Times, November 20, 2021)" Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with many goals of Plan CC (City of Corpus Christi Comprehensive Plan), however, is inconsistent with FLUM's (Future Land Use Map) designation of Medium-Density Residential. • The westside area lacks diversity in its housing options. Its constituents expressed a need for affordable housing. The City of Corpus Christi has identified the subject parcels as an ideal infill development opportunity that could expand such options. o The subject property, within an established neighborhood, has been vacant for many years. The infrastructure to support the development already exists. • The proposed development is keeping in character with adjacent and neighboring properties and density and will not have a negative impact on the surrounding uses and neighborhood. • The "RM-2" Multifamily is determined to be ideal for infill development. Public Input Process: Number of Notices Mailed: 75 notices were mailed within the 200-foot notification area, and 0 outside the notification area. As of June 7, 2024: In Favor In Opposition 0 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area A total of 0.00% of the 200-foot notification area is in opposition. ALTERNATIVES: None. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission and Staff recommend approval of the change of zoning from the "RS-6/SP" Single-Family 6 District with a Special Permit to the "RM-2" Multifamily District. Vote Results For: 7 Against: 0 Absent: 2 Abstained: 0 LIST OF SUPPORTING DOCUMENTS: Ordinance Planning Commission Final Report Presentation Aerial Map Zoning Case No. ZN8219, City of Corpus Christi (District 2). Ordinance rezoning a property at or near 2212 Morris Street from the "RS-6/SP" Single-Family 6 District with a Special Permit and the "Cl" Intensive Commercial District to the "RM-2" Multifamily District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission, during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas are amended by changing the zoning on the subject property being Various Tracts, as described/shown in Exhibit "A", from: the "RS-6/SP" Single-Family 6 District with a Special Permit and "Cl" Intensive Commercial District to the "RM-2" Multi-Family District. The subject property is located at or near 2212 Morris Street. Exhibit A, a map, is attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that conflict with this ordinance are hereby expressly superseded except for the Military Compatibility Area Overlay District. This ordinance does not amend or supersede the Page 1 of 3 Military Compatibility Area Overlay District, which, as adopted by Ordinance #032829, remains in full force and effect. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter. SECTION 7. This ordinance shall become effective upon publication. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 3 r iu �•S _ . -' vz ITU .�, R IY I � u f I M I'I a. � . m® I too IRS ry _� Ili ➢�";�IL I � �,c�e`° - -_.-v, V1 { I I_ '3 wr,xvw.. mRn . I e _ wa Aeo sa,xe,x a,r W- ................ ss.m[meww wmwnmuom[a o:a. mw lyp Exhibit A Pye3A3 ZONING REPORT Case # ZN8219 Applicant & Subject Property District: 2 Owner: The City of Corpus Christi Applicant: TG 110, Inc. Address: 2212 Morris Street, located along the located along the north side of Morris Street, south of Agnes Street, east of South Port Avenue, and west of Highway 286 (Crosstown Expressway). Legal Description: Various Tracts, See Metes and Bounds (Attachment B) Acreage of Subject Property: 3.42 acres Pre-Submission Meeting: February 27, 2024. Zoning Request From: "RS-6/SP" Single-Family 6 District/Special Permit, "Cl" Intensive Commercial District To: "RM-2" Multifamily District Purpose of Request: To develop multifamily housing for senior living. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use "RS-6/SP" Single-Family Vacant Medium-Density Site 6/Special Permit, (Former Lamar Residential, Institutional "Cl" Intensive Commercial Elementary Site) North "RS-6" Single-Family 6 Vacant, Low-Density Medium-Density Residential Residential "RS-6" Single-Family 6, Vacant Low-Density South "RM-3" Multifamily, "Cl" Residential Medium-Density Residential Intensive Commercial Vacant, Low-Density "RS-6" Single-Family 6, Residential, Public Medium-Density East "RM-3" Multifamily Semi-Public (St. Residential, Institutional Joseph's Convent) "RS-6/SP" Single-Family Low-Density Residential, West 6/Special Permit Public Semi-Public Medium-Density Residential Plat Status: The subject properties are currently platted, however, the amendment to the existing zoning districts must precede the replat; the proposed development will require the property to be platted into one lot. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is not within a MCAOD District. Code Violations: None. 2 Transportation and Circulation Morris Street Designation Section Proposed Section Existing 19t" Street "Local' 1 Lane & On-Street 1 Lane & On-Street Residential Parking Parking 50 feet 50 feet 20t" Street Transit: The Corpus Christi RTA provides service directly to the subject property via Route 21 Arbo/eda with stops along the east of 19t" Street and Mary Street. Bicycle Mobility Plan: A Buffered Bike Lane is planned adjacent to the subject property along the west side of 19t" Street. Utilities Gas: 2-inch WS lines bound the subject property. Stormwater: 18 and 24-inch RCP lines bound the subject property. Wastewater: 8 and 18-inch VCP lines bound the subject property. Water: 6-inch ACP lines both bound the subject property. Corpus Christi Comprehensive Plan (Plan CC) Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. ADP (Area Development Plan): According to Plan CC the subject property is located within the Westside Area Development Plan (Updated January of 2023). Water Master Plan: No improvements are proposed. Wastewater Master Plan: No improvements are proposed. Stormwater Master Plan: No improvements are proposed. Public Notification Number of Notices Mailed 76 within a 200-foot notification area 2 outside 200-foot notification area In Opposition 0 inside the notification area 0 outside the notification area 0% in opposition within the 200-foot notification area (0 individual property owners) Public Hearing Schedule Planning Commission Hearing Date: April 17, 2024 City Council 1st Reading/Public Hearing Date: June 11, 2024 City Council 2►,d Reading Date: June 18, 2024 3 Background: The subject properties are a part of the development of the former Lamar Elementary site, The Palms at Morris, which is utilizing grant funding through the City of Corpus Christi, Housing and Community Development. The project is a part of a comprehensive neighborhood revitalization strategy of infill housing development focused on meeting local housing affordability needs. The project has also received a resolution of support for a 9% Low-income Housing Tax Credit (No. 033296 dated 2/13/2024) The subject property consists of nine individual and vacant parcels, totaling 3.42 acres, zoned "RS-6/SP" Single-Family 6 with a Special Permit (Ordinance No. 032602 allowing for accessory parking use for a government facility) and "Cl" Intensive Commercial. The subject property is located along Morris, 191", and 20t" Streets. To the north, properties are zoned "RS-6" Single-Family 6 and vacant. To the south, properties are zoned "RM-3" Multifamily and "Cl" Intensive Commercial with uses being vacant and low-density residential. To the east, properties are zoned "RS-6" Single-Family 6 and "RM-3" Multifamily with vacant, low-density residential, public semi-public (St. Joseph's Convent) uses. To the west, properties are zoned "RS-6" Single-Family 6 and "RS-6/SP" (same special permit ordinance as the subject property). The applicant is requesting an amendment to the existing zoning to accommodate a multifamily development geared toward the senior living community. The "RM-2" Multifamily district permits apartments, single-family houses, two-family houses, townhouses, cottage housing developments, group homes, educational facilities, parks and open areas, and places of worship. Excerpt from the 2023 Request for Interest: Former Lamar Elementary Site & Neighborhood Parcels (Attachment A): "Currently vacant, the site that was once home to Lamar Elementary School which was originally part of the 1908 Eckerd Subdivision while parcels to the east of 19th Street are part of the 1929 Jasmin Subdivision. Narrow and deep single-family lots, typical of this time, are common throughout the neighborhood, though many lots have been combined over the decades to form larger parcels. Other neighborhood institutions include St. Joseph's Catholic Church, the Garcia Arts Center and Park, and educational facilities like the Marguerite Child Development Center and a charter high school. Lamar Elementary served many generations, starting in 1941. The school was closed in 2010 and later demolished in 2021 to make way for new development and neighborhood investment. Though no longer standing, the site still holds historical significance as the 1948 location of the meeting that formed the American GI Forum, the civil rights group founded by Dr. Hector P. Garcia. (Katheryn Cargo for the Caller Times, November 20, 2021)" Plan CC (City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is consistent with the following Elements, Goals and Strategies for Decision Makers: • Housing and Neighborhoods: o Quality housing meets the diverse needs of households at all income levels and all stages of the life cycle. 4 • Support the planning, regulatory, and funding initiatives needed to provide a diversity of housing types —rentals and ownership, market-rate, and assisted- to meet community needs. o Corpus Christi sustains and maintains established neighborhoods. ■ Support programs to encourage infill development and rehabilitate housing stock in established neighborhoods. • Future Land Use, Zoning, and Urban Design: o Corpus Christi development patterns support efficient and cost-effective use of resources and a high quality of life. ■ Encourage the protection and enhancement of residential neighborhoods. ■ Promote the stabilization, revitalization, and redevelopment of older neighborhoods. ■ Encourage orderly growth of new residential, commercial, and industrial areas. ■ Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. o Corpus Christi has well-designed neighborhoods and built environments. ■ Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. Westside ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is inconsistent with FLUM's designation of Medium-Density Residential as the rezoning would constitute high-density residential use. However, the proposed rezoning is consistent with the following vision themes and policy initiatives of the Westside ADP: • Continue to promote infill residential development. o Support housing agencies that build new homes in existing neighborhoods. • Encourage the development of various housing types to meet housing needs at multiple income levels. Staff Analysis: Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with many goals of Plan CC (City of Corpus Christi Comprehensive Plan), however, is inconsistent with FLUM's (Future Land Use Map) designation of Medium-Density Residential. • The westside area lacks diversity in its housing options. Its constituents expressed a need for affordable housing. The City of Corpus Christi has identified the subject parcels as an ideal infill development opportunity that could expand such options. o The subject property, within an established neighborhood, has been vacant for many years. The infrastructure to support the development already exists. • The proposed development is keeping in character with adjacent and neighboring properties and density and will not have a negative impact on the surrounding uses and neighborhood. 5 • The "RM-2" Multifamily is determined to be ideal for infill development. Planning Commission and Staff Recommendation: After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, Planning Commission and staff recommends approval of the change of zoning from the "RS-6/SP" Single-Family 6 District with a Special Permit and the "Cl" Intensive Commercial District to the "RM-2" Multifamily District. Attachment(s): (A) Existing Zoning and Notice Area Map (B) Metes & Bounds Description and Exhibit (The Metes & Bounds Description and Exhibit are located in the June 11th meeting details for ZN8219 The City of Corpus Christi at https://corpuschristi.legistar.com/DepartmentDetail.aspx?ID=16850&GUID=A6DOB73D- 749A-4E86-8B51-441 C31 FAF5B1) (A) Existing Zoning and Notice Area Map C G - 2 1L 3 21 OW R J14 - 3 65 - - - - 20 117 �J r' T 12 PROPERTY 1[1 Jv 71 _ I"'I' FR1`_� '=I RM-3 48 R M-3 ! r 4- 45 -�-4 4 RS 6 41 51 i s 541 -i 1 46 5 7 �r CASE: ZN8219 Zoning and notice Area nlf+S '� 'W niaJ JY�IL Ca.:i:x�aila} fmA5lWf�i 4'JIT1cs RS-14 51 ale-Paul IY 10 •.""'.a' -� � _ '.tlYi-11yAT M5-0 51 my:--F--IIY® .2 La '..fl[1511t. . '.J'1_v'IIF.1=.w 1111w1.Id 3S-5.5 31"67u -F®-115 4AL �lfl Gil - -.u1ua RS-TF Tw�FanJY ` f�l RS-1 IY,S R=_ E.1 . -1u 3ST-I Tvx,ll�uuw �_. i4 iw_.a1 ;iv Ra L tl-1 Ycid..Falk .4W^4 I m x L.�ni uitWl RM MA I cj v.7 K—m n sYa1 u�1ar I.:;LIII4d C'lv1 a L. �f RUIII'tft f Y ® SWW F'.'0.w.'IF `yam■ ,�} M0 l' 1 � Zoning Case ZN8219 The City of Corpus Christi AR� R�EST.. (The Palms at Morris) District 2 Rezoning for a property at or near T 2212 Morris Street From the "RS-6/SP" and "Cl" To the "RM-2" SUBJECT PROPERTY P1:JkRi55i � - ;;VCJEi:f f'fiC11'�.R f Y L0GATIN Mai' 1 City Council June 11, 2024 Zoning and Land Use Proposed Use: Grr�r To develop multifamily housing for senior living 4 IJ ADP (Area Development Plan): Westside, Adopted on January 10, 2023 'IRS-6/SP" R� Ord. No.032603 FLUM (Future Land Use Map): 11/15/21 Medium-Density Residential s BUBJ CT FROPEf y Existing Zoning District: RS-6/SP and Cl RS•6 F, Y d Adjacent Land Uses: North: Vacant, Low-Density Residential; Zoned: RS-6 "RS-6/SP" South: Vacant, Low-Density Residential Zoned: RS-6, Ord. No.032603 o111,_S RM 3, CI 5-6 RM•3 Al 11/15/21 N East: Vacant, Low-Density Residential, Public Semi- RM Public ; Zoned: RS-6, RM-3 West: Low-Density Residential, Public Semi-Public; Zoned: RS-6, RS-6/SP Public Notification 76 Notices mailed inside the 200' buffer - 2 Notices mailed outside the 200' buffer 7 >z R M 3 432 i 64 is. 2. 1 Notification Area 3 Opposed: 0 (0.00%) — SUBJECT „ Separate Opposed Owners: (0) PROPERTY = In Favor: 0 (0.00%) 76 ST 17 MORRIS J . RS-a— . N ~ 4t 4 95 94 93 92 —1 3" 3'' *Notified property owner's land in SQF/Total SQF of all properties in a S 6 the notification area=Percentage of public in opposition and/or favor. -F-q =7-1 t Staff Analysis and Recommendation • Although inconsistent with the FLUM, the proposed rezoning is consistent with many goals of Plan cc. • The Westside area lacks diversity in housing options, and the infrastructure exists to support the proposed multifamily development. • It is in keeping with the neighborhood character and an opportune parcels for infill development. The subject property is within an established neighborhood. PLANNING COMMISSION AND STAFF RECOMMEND APPROVAL TO THE "RM-2" MULTI-FAMILY DISTRICT I 4 trr ! = a= t V' Ke I I SUBJECT -� PROPERTY M i ,. JUL. . �. • - M . E. CASE: ZN8219 N WE Aerial View s s ® Subject G11 ass t Property a Ghr sti 13 e SUBJECT PROPERTY Citvof Esri, HERE Corpus LOCATION MAP Christi - .bus cx,� �o Nreoreroea 1852 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of June 11, 2024 Second Reading for the City Council Meeting of June 18, 2024 DATE: May 17, 2024 TO: Peter Zanoni, City Manager FROM: Al Raymond, Development Services Department Alraymond@cctexas.com (361) 826-3275 Rezoning for a property at or near 4458 Church Street CAPTION: Zoning Case No. ZN8242, Zumic Investments LLC (District 1). Ordinance rezoning a property at or near 4458 Church Street from the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). SUMMARY: This item is to rezone the property to allow for commercial use; particularly, an office development. BACKGROUND AND FINDINGS: The subject property is a vacant and undeveloped half-acre, "RS-6" Single-Family 6 zoned, parcel out of the Shell Road Poultry Acres Subdivision, along Church Street, back-to-back to a property with common ownership along Violet Road, a secondary arterial right-of-way, and the future access road. County records indicate a surface- drainage easement along the western to the southwestern boundaries of the parcel, preventing access from Church Street. The subject parcel is within the remaining Shell Road Poultry Acres subdivision of 1930, and currently measures approximately 800 feet along the north side of Leopard Street, a secondary arterial road, and 1900 feet along the west side of Violet Road, a secondary arterial road, immediately south of IH 37's access road, at the end of Church Street. The remaining of the Shell Road Poultry Acres subdivision of 1930 and block, is characterized by "CG-2" General Commercial District parcels along Leopard Street, similarly along IH-37 , and "CN-1" Neighborhood Commercial Districts between the "CG-2" General Commercial Districts at the intersections along Violet Road, with a "RV" Recreational Vehicle District flag-parcel beyond, and a modest "RS-6" District beyond at the core. Immediately to the north of the subject property are parcels that are zoned "RS-6" Single-Family 6, "RV" Recreational Vehicle, and "CG-2" General Commercial District with low-density residential, vacancy, and commercial uses. To the east, the properties are zoned "CN-1" Neighborhood Commercial and "CG-2" General Commercial with commercial uses. To the south are properties are zoned "RS-6" Single-Family 6 and "CN-1" Neighborhood Commercial with commercial and low-density residential uses. The properties to the west are zoned "RS-6" Single-Family 6 District with low-density residential use. The applicant is requesting an amendment to the existing zoning to accommodate an office development. The "CN-1" Neighborhood Commercial District permits office uses, multifamily dwellings, certain indoor recreation uses, retail sales and service uses, medical facility uses, overnight accommodation uses, and restaurant uses less than 5,000 square feet in gross floor area. The proposed rezoning is consistent with many elements and goals of Plan CC; however, it is inconsistent with the FLUM designation of mixed use. Public Input Process: Number of Notices Mailed: 11 notices were mailed within the 200-foot notification area, and 0 outside the notification area. As of June 7, 2024: In Favor In Opposition 0 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area A total of 0.00% of the 200-foot notification area is in opposition. ALTERNATIVES: None. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION(April 17, 2024): Planning Commission and Staff recommend approval of the change of zoning from the "RS-6 " Single-Family 6 District to the "CN-1 " Neighborhood Commercial District. Vote Results For: 7 Against: 0 Absent: 2 Abstained: 0 LIST OF SUPPORTING DOCUMENTS: Ordinance Planning Commission Final Report Presentation - Aerial Map Zoning Case No. ZN8242, Zumic Investments LLC (District 1). Ordinance rezoning a property at or near 4458 Church Street from the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission, during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas are amended by changing the zoning on the subject property being Lot 713, Shell Road Poultry Acres, as shown in Exhibit "A", from: the "RS-6" Single-Family 6 to the "CN-1" Neighborhood Commercial District. The subject property is located at or near 4458 Church Street. Exhibit A, a map, is attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that conflict with this ordinance are hereby expressly superseded except for the Military Compatibility Area Overlay Districts. This ordinance does not amend or supersede any Military Compatibility Area Overlay Districts, which, as adopted by Ordinance#032829, remain in full force and effect. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter. SECTION 7. This ordinance shall become effective upon publication. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 3 Exhibit A RV C G-2 SUBJECT PROP,ERTY RS VZ' CN- 1 a �o RS 6 RS-6 �Me F� C N- 1 f,L CASE: ZN8242 SUBJECT PROPERTY WITH ZONING R' L Subject Property A-, Aµ k1o..se rime, It L— A NCusvw U�sura t� A. Apr Mouse D�se.ct t2 LOMk + Dot1 w. A.2 APnrt.n„busa D— F] Na 4Wv,el Dame +> AR P - --,0---D:svts PIIFI Planed Um 0..i Pmern ' AT Apypt<nl-Tpw.y,D— R-IA Om Fancy owe"D� ✓ Rush R.9-, NMErla,oJ D— ,B 0—Frwyy Ow.1-0— F 1 agNeplNr Rlyerss Dane RAC Cne FaeJy owe"Dim -! B-2 Bayf+aa Bwtess D+sn t R-2 MApk D—W Da -- R-2A Bamei Writ Ruti„ass D— R11 Dna F—Wy Dwe q Dis— R, RF Resafermnl F9ardAsors SUBJECT e4 cr,ra,Buerasa D� R-TM TsrYnuse D..&v D. PROPERTY B-S P,anary 81—D— SP Spasal P~ —_ R6 R, Rtm—C Dam Tto T—Tr Pr Duns BD C�CA aA Beall Drip.D=s, T-,B Mtwdscwe9 H( Pri Darn City of ESai.HERE F.F{ Fam+Ruy Dwea T-,c a.nna ,ae Mnrtr s:..�•,..•_. us LOCATION MAP RG HsnrralLtiral Lr,ieark D,sY,s COC, rlti[] Praa.rea6rt Page 3 of 3 ZONING REPORT Case # ZN8242 Applicant & Subject Property District: 1 Owner: Zumic Investments LLC Applicant: Brister Surveying Address: 4458 Church Street, located along the south side of Church Street, north of Leopard Street, south of Interstate 37 (IH-37), east of Hart Road, and west of Violet Road. Legal Description: Lot 713, Shell Road Poultry Acres Acreage of Subject Property: 0.5 acre(s) Pre-Submission Meeting: March 1 , 2024 Zoning Request From: "RS-6" Single-Family 6 District To: "CN-1" Neighborhood Commercial District Purpose of Request: To allow for commercial use; particularly, office development. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RS-6" Single-Family 6 Vacant "RS-6" Single-Family 6, Low-Density Residential, North "RV" Recreational Vehicle, Vacant, "CG-2" General Commercial Commercial "CN-1" Neighborhood Commercial, South Commercial, Vacant Mixed-Use "RS-6" Single-Family 6 "CG-2" General Commercial, East "CN-1" Neighborhood Commercial Commercial Vacant, West "RS-6" Single-Family 6 Transportation, Low-Density Residential Plat Status: The subject property is platted per MRNCT (Map Records of Nueces County, Texas) Volume 62, Page 173. The amendment to the existing zoning district must precede the plat; the proposed development will require the property be platted into one lot. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is not within a MCAOD District. Code Violations: None. Transportation and Circulation Designation Section Proposed Section Existing Church Street "Local' 1 Lane & On-Street 1 Lane & On-Street Residential Parking, Parking, 50 feet 50 feet Transit: The Corpus Christi RTA provides service to the subject property via Route 27 Leopard with stops inbound and outbound near Leopard Street and Church Street. Bicycle Mobility Plan: The subject property is approximately 200 feet away from a proposed One-Way Cycle Track on both sides of Violet Road, west of the subject property, to a Bike Boulevard along Timbergrove Lane. Utilities Gas: 4-inch WS type line exists along north side of Violet Road. Stormwater: 24-inch RCP line exists along the north side of Violet Road. Wastewater: 8-inch VCP line exists along the north side of Violet Road. Water: 6-inch ACP line exists along the south sides of Church Street and Violet Road. Corpus Christi Comprehensive Plan (Plan CC) Plan CC: Provides a vision, goals, and strategies to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. ADP (Area Development Plan): According to Plan CC the subject property is located within the Northwest Area Development Plan (Adopted on January 9, 2001). Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Roadway Master Plan: Intersection improvements at Violet Road and Leopard Street have been proposed. Public Notification Number of Notices Mailed 11 within a 200-foot notification area 0 outside 200-foot notification area In Opposition 0 inside the notification area 0 outside the notification area 0% in opposition within the 200-foot notification area (0 individual property owner) Public Hearing Schedule Planning Commission Hearing Date: April 17, 2024 City Council 1st Reading/Public Hearing Date: June 11, 2024 City Council 2►,d Reading Date: June 18, 2024 Background: The subject property is a vacant and undeveloped half-acre, "RS-6" Single-Family 6 zoned, parcel out of the Shell Road Poultry Acres Subdivision, along Church Street, back-to-back to a property with common ownership along Violet Road, a secondary arterial right-of-way, and the future access road. County records indicate a surface-drainage easement along the western to the southwestern boundaries of the parcel, preventing access from Church Street. The subject parcel is within the remaining Shell Road Poultry Acres subdivision of 1930, and currently measures approximately 800 feet along the north side of Leopard Street, a secondary arterial road, and 1900 feet along the west side of Violet Road, a secondary arterial road, immediately south of IH 37's access road, at the end of Church Street. The remaining of the Shell Road Poultry Acres subdivision of 1930 and block, is characterized by "CG-2" General Commercial District parcels along Leopard Street, similarly along IH-37 , and "CN-1" Neighborhood Commercial Districts between the "CG-2" General Commercial Districts at the intersections along Violet Road, with a "RV" Recreational Vehicle District flag- parcel beyond, and a modest "RS-6" District beyond at the core. Immediately to the north of the subject property are parcels that are zoned "RS-6" Single- Family 6, "RV" Recreational Vehicle, and "CG-2" General Commercial District with low-density residential, vacancy, and commercial uses. To the east, the properties are zoned "CN-1" Neighborhood Commercial and "CG-2" General Commercial with commercial uses. To the south are properties are zoned "RS-6" Single-Family 6 and "CN-1" Neighborhood Commercial with commercial and low-density residential uses. The properties to the west are zoned "RS-6" Single-Family 6 District with low-density residential use. The applicant is requesting an amendment to the existing zoning to accommodate an office development. The "CN-1" Neighborhood Commercial District permits office uses, multifamily dwellings, certain indoor recreation uses, retail sales and service uses, medical facility uses, overnight accommodation uses, and restaurant uses less than 5,000 square feet in gross floor area. Plan CC (City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is consistent with the following Elements, Goals and Strategies for Decision Makers: • Housing and Neighborhoods: o The design of new developments promotes a broader sense of neighborhood and community rather than creating isolated subdivisions or apartment complex developments with a lack of interconnection. ■ Encourage appropriate transitions between commercial and residential developments and between high and low-density residential developments. • Transportation & Mobility: o Corpus Christi has an efficient and safe transportation network, including bicycles, pedestrians, public transportation, aviation, shipping, trucks, and automobiles, that is integrated with land uses and promotes transportation choice, healthy lifestyles, sustainable development patterns, and economic development. ■ Promote desirable patterns of development consistent with the Urban Transportation and Future Land Use Plans. • Future Land Use, Zoning, and Urban Design: o Corpus Christi development patterns support efficient and cost-effective use of resources and a high quality of life. ■ Encourage orderly growth of new residential, commercial, and industrial areas. ■ Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, Iocational needs, and characteristics of each use. o Corpus Christi has well-designed neighborhoods and built environments. ■ Encourage the design of commercial centers in a manner that minimizes the impacts of automobile intrusion, noise, and visual blight on surrounding areas. ■ Screening fences, open spaces, or landscaping can provide an essential buffer between shopping and residential areas. Northwest ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is inconsistent with the FLUM designation of Mixed Use; however, is consistent of the Northwest ADP; specifically, the following policy statement. • The expansion of business uses along Northwest Boulevard (Farm to Market Road 624) or any other arterial street should be planned and zoned so that the traffic carrying capacity of the street is protected. Staff Analysis: Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with many elements and goals of Plan CC; however, it is inconsistent with the FLUM designation of mixed use. o With the inconsistency of the subject request with the designated FLUM, and in determining a recommendation, staff considered the framework for the mixed- use allocation in the area, and the propensity for transformation. • Staff noted that most of the parcels along Church Street, the frontage of the subject property, have been developed with conforming single-family uses, and while the UDC will ensure compatibility through its prescriptive buffers and by prohibiting commercially-generated vehicular traffic on Church Street, site attributes will further reduce the impact of this office development with Church Street as a buffer and the 50- foot drainage easement hosting an open ditch along Church Street. Staff Recommendation: After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, Planning Commission and staff recommends approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District. • The rezoning request is consistent with many elements of the Comprehensive Plan. • The request is compatible with the present zoning and conforming uses of nearby property and with the character of the surrounding area. • The subject property is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. • The Zoning Map amendment will not have a negative impact upon the surrounding neighborhood. Attachment(s): (A) Existing Zoning and Notice Area Map. (A) Existing Zoning and Notice Area Map RV 8 CG-2 11 � 2 SUBJFC�T PROP,FR�T�Y RS•-6 10 x� s t1 ' 3 F, 9 �r 6 C N 1 a RS 6 5 4 RS- 6 12 c� o�� C N- 1 ti CASE: ZN8242 Zoning and notice Area e RM-1 Multdamily 1 IL Light Industrial RM-2 Multi(amlly2 IH Heavy Industrial ` y RM.3 Multifamily 3 PUD Planned Unit D.,Overlay ON ProfessionalOM ce RS-10 Single-Family 10 RMAT MuhiFamily AT RSA Singly-Family S CN-1 Neighborhood Commercal RS4.5 5ingls-Famiy 4.5 CN-2 Neghborhood Commercial RS-TF Two-Family e CR-1 Resort Commercial RS-15 single-Family 15 CR-2 Resort Commercial RE Residemiel Estate s CG-1 General Commerei-I RS-TH Townhouse �+~ CG-2 General Commercial SP Special Peones CI Intensive Commercial RV Recreational Vehicle Park CEO Downtown Commercial RMH Manufactured Home - CR-3 Resort Commercial FIR Farm H Historici.0varlay SUBJECT BP Busira.-Park YW .a PROPERTY 0 scnpcf P-paey ow„ars wi'h 2f50'brdrar O favor �. 4OwrrerswAh.200'btedvn X, 0-- Cityof Esri,HERE — afrechedcwre wtabla � - Corpus LOCATION MAP C1lrititi Zoning Case ZN8242 Zumic Investments District 1 Rezoning for a property at or near 4458 Church Street ' From the "RS-6" Single-Family 6 District To the "CN-1" Neighborhood Commercial District SUBJECT PROPERTY N L r 1 _ �, , v o PROPERTY - - City0, Esri,HERE �y Corpus LOCATION MAP Christi City Council June 11, 2024 Zoning and Land Use Proposed Use: To allow a commercial use; particularly, office development RV ADP (Area Development Plan): 07-23-2o1s Northwest, adopted on January 9, 2011 CG-Z FLUM (Future Land Use Map): 07-10-1979 Mixed-Use SUBJECT Existing Zoning District: RS-s PROPERTY "RS-6" Single-Family 6District a� f Adjacent Land Uses: ` North: Low-Density Residential, Commercial, Vacant; i cN-' Zoned: "RS-6", "RV", "CG-2" 04-14-20 RS-ff 03 South: Commercial, Vacant; Zoned: "RS-6", "CN-1" RS 6 N 09-17-2007 �M�FRc East: Commercial; Zoned: "CG-2", "CN-1" C N-? West: Vacant, Transportation, Low-Density Residential ; 06-07-2021 Zoned: "RS-6" Public Notification 12 Notices mailed inside the 200' buffer 0 Notices mailed outside the 200' buffer RV 8 Notification Area Cc-z 2 Opposed: 0 (0.00%) Separate Opposed Owners: (0) SUBJECT PROPERTY R 4 10 1� 3 In Favor: 0 (0.00%) 9 6 CN-1 � O� RS 6 5 4 N RS-6 *Notified property owner's land in SQF/Total SQF of all properties in C N- the notification area=Percentage of public in opposition and/or favor. Staff Analysis and Recommendation • The proposed rezoning is consistent with many elements and goals of Plan CC; however, it is inconsistent with the future land use designation of mixed use. • With the inconsistency of the subject request with the designated FLUM, and in determining a recommendation, staff considered the framework for the mixed-use allocation in the area, and the possibility for transformation. • The request is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area. • The Zoning Map amendment will not have a negative impact upon the surrounding neighborhood. • Staff noted that most of the parcels along Church Street, the frontage of the subject property, have been developed with conforming single-family uses, and while the UDC will ensure compatibility through its prescriptive buffers and its prohibition of commercially-generated vehicular traffic on Church Street is achieved, site characteristics will further reduce the impact of this office development with Church Street as a buffer and the 50-foot drainage easement containing an open ditch along Church Street. STAFF RECOMMENDS APPROVAL TO THE "CN-1 " NEIGHBORHOOD COMMERCIAL DISTRICT ' " ` ' ! Irv. { T e � a i ,i 5 , [ r Y - PROPERT ��r"� mot. I ! OP 4 . CASE: ZN8242 N 5 ti W E Aerial View - S. ® Subject Property -- SUBJECT 6 PROPERTY Cityof Esri, HERE Corpus LOCATION MAP Christi so O H AGENDA MEMORANDUM MOORPOP I First Reading Ordinance for the City Council Meeting of June 11, 2024 1852 Second Reading Ordinance for the City Council Meeting of June 18, 2024 DATE: May 17, 2024 TO: Peter Zanoni, City Manager FROM: Eddie Houlihan, Director of Management and Budget eddieho(u-)-cctexas.com (361) 826-3792 FY 2024 Mid-Year Budget Adjustment CAPTION: Ordinance authorizing mid-year budget adjustments and amending the Operating and Capital Budgets, as applicable, for fiscal year 2023-2024 (FY 2024) in the manner and method stated for the following items: transferring $400,000.00 from the TIRZ #2 Fund to the Capital Budget and appropriating for the design of Commodore Park; transferring $108,256.88 from the unreserved fund balance in the Sewer Connection Fund to the Wastewater Capital Reserve Fund and appropriating to fund wastewater projects; appropriating $370,000.00 from the unreserved fund balance in the Golf Center Fund to upgrade a water reuse pump station located at Greenwood Wastewater Treatment Plant; and appropriating $243,734.00 from the unreserved fund balance in the Golf Center Fund for the Gabe Lozano Firefly and Practice Range Projects. SUMMARY: Funding of $1,000,000.00 was approved through Bond 2022 for Commodore Park design only. The Master Plan was started in August 2023 and was presented to the public in March 2024. The total cost of design is estimated at $1,393,000.00. TIRZ #2 Board approved $400,000 in funding from TIRZ #2 Fund for design. Unreserved and unspent funds of $108,256.88 have remained in the Sewer Connection Fund since 1975 and will be transferred to the Wastewater Capital Reserve fund to cash fund projects. The existing water reuse pump station at the Greenwood WWTP needs to be upgraded to provide more effluent water for increased irrigation requirements at the Gabe Lozano Golf Course due to the new lighted executive nine course. Funding of $370,000.00 is needed to purchase a 72 HP submersible pump package and associated flatwork and installation costs. Gabe Lozano Firefly and Practice Range Projects require funding of $243,734.00 from the unreserved fund balance in the Golf Center Fund. BACKGROUND AND FINDINGS: Commodore Park was approved through Bond 2022 for $1,000,000.00 for design only. The development of the master plan started in August 2023 and the project is currently in the design phase of the master plan process. Total cost of design is estimated at $1,393,000.00 and the TIRZ#2 Board approved funding of$400,000.00 at May 14, 2024 TIRZ#2 meeting. City Council action is needed to amend FY 2024 Operating and Capital Budget to appropriate and transfer $400,000.00 from the Tax Increment Financing Zone#2 (TIRZ#2)to the Capital Budget for design of Commodore Park project. During the preparation of the Annual Comprehensive Financial Report(ACFR)the review process identified a fund balance of$108,256.88 still unreserved in the 4230 Sewer Connection fund that came from an agreement with Nueces County in 1975 to provide financial support for sanitary sewer lateral connections in the San Juan Subdivision. All agreed upon work has been completed and the remaining funds have been earning interest and need to be appropriated and transferred to a capital fund and will be utilized for cash funding wastewater capital projects. The existing water reuse pump station at the Greenwood WWTP was designed and built in 1997 with a 35 HP submissible pump. Since then, the water reuse pump station has been providing approximately 0.5 million gallons per day(MGD)of effluent water to the Gabe Lozano Golf Course for irrigation purposes. The Gabe Lazano Golf Course recently expanded the 18-hole course with a new lighted executive nine course adding additional fairways and a driving range which requires significantly more water to maintain the course. With the assistance of Urban Engineering, it was determined that the existing 35 HP pump must be upgraded to a 72 HP pump to increase the effluent water supply for the Gabe Lazano Golf Course. Corpus Christi Water Dept. (CCW) will purchase and install the required 72 HP submersible pump package to upgrade the water reuse pump station at Greenwood WWTP which will increase the effluent water supply to the golf course to approximately 0.95 MGD. Foresight Golf needs $134,734.00 for a new pump station Z Pipe, sand and compost greens mix, temporary practice netting, concrete for extension driving ranges, cart paths and deck behind the driving range. Additional funding of$109,000.00 is needed for the application of additional sod to complete the grassing in phase, Firefly sound system, artificial turf for the expanded tee line, posts and cable fence along the storm drain channel and resurfacing the staging area. An appropriation of$243,734.00 from the unreserved fund balance in the Golf Center Fund is needed for the entire project. FINANCIAL IMPACT: The fiscal impact for FY 2024 consists of a transfer from the TIRZ #2 Fund to the Capital Budget for $400,000.00 for Commodore Park design, increasing expenditures in the Sewer Connection Fund and the Wastewater Capital Reserve Fund in the amount of $108,256.88, increasing expenditures in the Golf Center Fund by$370,000.00 to be used for the Greenwood WWTP Water Reuse Pump Station Expansion and increasing expenditures in the Golf Center Fund by $243,734.00 to be used for the Gabe Lozano Firefly and Practice Range Projects. FUNDING DETAIL: Fund: 1111 —TIRZ #2 Fund Organization/Activity: 60210 —Transfer to Parks CIP Fund Department: 27— Parks & Recreation Account: 548500 —Operating transfers out Project # (CIP Only): 23173 — Commodore Park Amount: $400,000.00 Fund: 4510 - Wastewater Capital Reserve Organization: 89 - Grants & Capital Project Funds Department: 46 - Wastewater Activity: 5000304510 Account: 550970 Amount: $108,256.88 Fund: 4690 Golf Center Fund Organization: 35200 Department: 27 Account: 530000 Professional Services Amount: $370,000.00 Fund: 4690 Golf Center Fund Organization: 35200 Department: 27 Account: 530000 Professional Services Amount: $243,734.00 RECOMMENDATION: Staff recommends approving the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance authorizing mid-year budget adjustments and amending the Operating and Capital Budgets, as applicable, for fiscal year 2023-2024 (FY 2024) in the manner and method stated for the following items: transferring $400,000.00 from the TIRZ #2 Fund to the Capital Budget and appropriating for the design of Commodore Park; transferring $108,256.88 from the unreserved fund balance in the Sewer Connection Fund to the Wastewater Capital Reserve Fund and appropriating to fund wastewater projects; appropriating $370,000.00 from the unreserved fund balance in the Golf Center Fund to upgrade a water reuse pump station located at Greenwood Wastewater Treatment Plant; and appropriating $243,734.00 from the unreserved fund balance in the Golf Center Fund for the Gabe Lozano Firefly and Practice Range Projects. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The FY 2024 Operating and Capital Budgets, adopted by Ordinance Nos. 033151 and 033152, respectively, are amended to transfer $400,000.00 from the TIRZ #2 Fund to the Capital Budget and appropriate for the design of Commodore Park. SECTION 2. The FY 2024 Operating and Capital Budgets, adopted by Ordinance Nos. 033151 and 033152, respectively, are amended to transfer$108,256.88 from the unreserved fund balance in the Sewer Connection Fund to the Wastewater Capital Reserve Fund and appropriate to fund wastewater projects. SECTION 3. The FY 2024 Operating Budget, adopted by Ordinance No. 033151, is amended by appropriating $370,000.00 from the unreserved fund balance in the Golf Center Fund to upgrade the water reuse pump station located at the Greenwood Wastewater Treatment Plant. SECTION 4. The FY 2024 Operating Budget, adopted by Ordinance No. 033151, is amended by appropriating $243,734.00 from the unreserved fund balance in the Golf Center Fund for the Gabe Lozano Firefly and Practice Range Projects. SECTION 5. If for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 6. This ordinance takes effect immediately upon passage. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Qus cti Mid-Year Budget o Adjustment �NCORPORA�O �852 City Council Presentation June 11, 0 , Mid ea Budget Adjustment Includes ➢Transferring $400,000 from the TIRZ #2 Fund to the Capital Budget and appropriating for the design of Commodore Park ➢Transferring $108,256.88 from the unreserved fund balance in the Sewer Connection Fund to the Wastewater Capital Reserve Fund and appropriating to fund Wastewater projects ➢Appropriating $370,000 from the unreserved fund balance in the Golf Center Fund to upgrade a water reuse pump station located at Greenwood Wastewater Treatment Plant due to increased water needs for new lighted executive nine course at Gabe Lozano Golf Course ➢Appropriating $243,734 from the unreserved fund balance in the Golf Center Fund for the Gabe Lozano Firefly and Practice Range projects � S cl �o 0 � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 18, 2024 DATE: June 18, 2024 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(a-)-cctexas.com (361) 886-2601 Josh Chronley, Assistant Director of Finance & Procurement JoshC2(a)cctexas.com (361) 826-3169 Fitness Equipment for the Corpus Christi Police Academy CAPTION: Motion authorizing the execution of a one-month service agreement with Fitness Superstore, Inc., of Benicia, California, for $87,295.80, for the purchase, delivery, and installation of fitness equipment for the new Corpus Christi Police Training Academy, with funding from the 2022 CO Facility Maintenance CIP Fund. SUMMARY: This motion authorizes the execution of a one-month service agreement with Fitness Superstore, Inc. for the purchase, delivery, and installation of fitness equipment for the new Corpus Christi Police Training Academy. The fitness equipment will be used by police training cadets as part of their training and conditioning during each Police Training Academy. BACKGROUND AND FINDINGS: The new Police Training Academy is currently expected to open in August 2024. The fitness equipment will be used by police cadets as part of their training and conditioning during each Police Training Academy. The fitness equipment will include weight benches and racks, barbells, dumbbells, kettlebells, resistance bands, treadmills, ellipticals, stationary bikes, rowing machines, and various other pieces of fitness equipment. The proposed agreement includes delivery, assembly, and installation of the fitness equipment by Fitness Superstore, Inc. The equipment will be packaged and shipped using shipping trucks by Fitness Superstore, Inc. to the new Police Training Academy. Upon delivery and installation, Fitness Superstore, Inc. will ensure that all equipment functions properly and has no defects. Large pieces of equipment such as treadmills, row machines, weight racks, and others will have a 10-year parts warranty as well as a one-year labor warranty as part of the purchase agreement. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bid process to obtain bids for the purchase and installation of fitness equipment for the newly constructed Police Training Academy. The City received a total of eight bids, of which, five responsive, responsible bids, were submitted and three were nonresponsive bids. Staff is recommending the award to the lowest responsive, responsible bidder, Fitness Superstore, Inc., of Benicia, California. The table below shows the cost savings comparison between the lowest responsive, responsible bidder, Fitness Superstore, Inc. and the second lowest responsive, responsible bidder, Sourcelink, LLC. Fitness Superstore, Inc. Sourcelink, LLC. Variance $ Variance % Benicia, California Winchester, Virginia Subtotal $ 78,396.30 $ 91,410.00 $ 3,013.70 16.60% Installation $ 8,899.50 $ 7,000.00 $ (1,899.50) 21.34% Freight $0 $ 1,000.00 $ 1,000.00 1000.00% TOTAL $ 87,295.80 $ 99,435.00 $ 12,139.20 13.91% ALTERNATIVES: The alternative is not to approve the proposed service agreement to purchase fitness equipment from Fitness Superstore, Inc., but instead search for other fitness vendors. However, this will delay the purchase and eventual installation of the fitness equipment which will result in police training cadets not having fitness equipment to use at the Police Training Academy. FISCAL IMPACT: The fiscal impact for FY 2024 will be $87,295.80 coming from the 2022 CO Facility Maintenance CIP Fund. FUNDING DETAIL: Fund: 3167 2022 CO Facility Maintenance CIP Fund. Department: 12 Org: 89 Account: 550720 Activity: 210863167EXP Amount: $87,295.80 RECOMMENDATION: Staff recommends approval of this motion authorizing the purchase and installation of fitness equipment for the Police Training Academy with Fitness Superstore, Inc., as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tab Service Agreement City of Corpus Christi Bid Tab Finance&Procurement RFB 5792 Fitness equipment for Police Academy Sr.Buyer:Marco Lozano CCPD Bid Close:5-8-24 Staff Recomends Fitness Superstore, AYC,LLC dba Hest Dynamic Fitness& **Johnson Health **Fit Supply, **Advanced Inc. Sourcelink,LLC Rep Fitness Fitness Products Strength,LLC Tech LLC Healthstyles Benicia,California Winchester,Virginia Westminister,Colorado Corpus Christi,Texas Eau Claire,Wisconsin Cottage Grove, Irving,Texas Littleton, Wisconsin Colorado Item Description/Color OTY Unit Price I Ext.Price Unit Price Ext.Price Unit Price Ext.Price Unit Price Ext.Price Unit Price Ext.Price Unit Price Ext.Price Unit Price xt.Pric Unit Price Ext.Price Double Half Rack w/necessary connections,bumper plate storage, medicine ball shelf,dumbbell/kettle ball shelving,landmine attachment,16" 1 wallball target,Olympic bar storage 5 $3,531.75 $ 17,658.75 $5,000.00 $ 25,000.00 $4,314.40 $ 21,572.00 $6,879.00 $ 34,395.00 $10,198.00 $ 50,990.00 $ - $ - $ - attachment,plate holders,and d-ring battle rope attachment(see example 1- B). 3"X 3"11 ga.frame specifications, custom color navy blue per Pantone 2 jAdjustable weight bench 10 $ 509.15 $ 5,091.50 $ 500.00 $ 5,000.00 $ 300.00 $ 3,000.00 $ 642.00 $ 6,420.00 $ 792.00 $ 7,920.00 $ - $ - $ - 3 Bumper plate competition grade 4511, 30 $ 149.18 $ 4,475.40 $ 112.50 $ 3,375.00 $ 110.00 $ 3,300.00 $ 143.00 $ 4,290.00 $ 335.00 $ 10,050.00 $ - $ - $ - weight 4 Bumper plate competition grade 2511, 20 $ 82.88 $ 1,657.60 $ 62.50 $ 1,250.00 $ 70.00 $ 1,400.00 $ 89.00 $ 1,780.00 $ 210.00 $ 4,200.00 $ - $ - $ - might 5 Bumper plate competition grade 1511, 20 $ 49.73 $ 994.60 $ 37.50 $ 750.00 $ 35.00 $ 700.00 $ 26.00 $ 520.00 $ 184.00 $ 3,680.00 $ - $ - $ - might 6 Bumper plate competition grade 1011, 40 $ 42.50 $ 1,700.00 $ 25.00 $ 1,000.00 $ 20.00 $ 800.00 $ 48.00 $ 1,920.00 $ 25.00 $ 1,000.00 $ - $ - $ - might 7 Bumper plate competition grade 511, 40 $ 13.01 $ 520.40 $ 12.50 $ 500.00 $ 15.00 $ 600.00 $ 8.00 $ 320.00 $ 14.00 $ 560.00 $ - $ - $ - might 6 Bumper plate competition grade 2.51b 40 $ 7.65 $ 306.00 $ 6.25 $ 250.00 $ 10.00 $ 400.00 $ 4.00 $ 160.00 $ 7.00 $ 280.00 $ - $ - $ - might 9 7'Olympic style 451b barbell 15 $ 220.15 $ 3,302.25 $ 300.00 $ 4,500.00 $ 120.00 $ 1,800.00 $ 156.00 $ 2,340.00 $ 272.00 $ 4,080.00 $ - $ - $ - 10 7'Olympic style 151b barbell 5 $ 171.35 $ 856.75 $ 150.00 $ 750.00 $ 120.00 $ 600.00 $ 123.00 $ 615.00 $ 167.00 $ 835.00 $ - $ - $ - 11 Barbell Collar for Olympic bar 30 $ 20.40 $ 612.00 $ 5.00 $ 150.00 $ 8.00 $ 240.00 $ 43.00 $ 1,290.00 $ 36.00 $ 1,080.00 $ - $ - $ - 12 Dumbell set Rubber Hex w/chrome 5 $ 9.56 ' $ 47.80 $ 15.00 $ 75.00 $ 20.00 $ 100.00 $ 16.00 $ 80.00 $ 17.00 $ 85.00 $ - $ - $ - handle 5lb 13 Dumbell set Rubber Hex w/chrome 5 $ 19.13 '$ 95.65 $ 30.00 $ 150.00 $ 40.00 $ 200.00 $ 32.00 $ 160.00 $ 34.00 $ 170.00 $ - $ - $ - handle 10 lb 14 Dumbell set Rubber Hex w/chrome 5 $ 28.69 ' $ 143.45 $ 45.00 $ 225.00 $ 60.00 $ 300.00 $ 48.00 $ 240.00 $ 52.00 $ 260.00 $ - $ - $ - handle 15 lb 15 Dumbell set Rubber Hex w/chrome 5 $ 38.25 $ 191.25 $ 60.00 $ 300.00 $ 80.00 $ 400.00 $ 64.00 $ 320.00 $ 69.00 $ 345.00 $ - $ - $ - handle 20 lb 16 Dumbell set Rubber Hex w/chrome 5 $ 47.81 $ 239.05 $ 75.00 $ 375.00 $ 100.00 $ 500.00 $ 80.00 $ 400.00 $ 86.00 $ 430.00 $ - $ - $ - handle 25 lb 17 Dumbell set Rubber Hex w/chrome 5 $ 57.38 $ 286.90 $ 90.00 $ 450.00 $ 120.00 $ 600.00 $ 98.00 $ 490.00 $ 103.00 $ 515.00 $ - $ - $ - handle 30 lb 18 Dumbell set Rubber Hex w/chrome 5 $ 66.94 $ 334.70 $ 105.00 $ 525.00 $ 140.00 $ 700.00 $ 114.00 $ 570.00 $ 120.00 $ 600.00 $ - $ - $ - handle 35 lb 79 Dumbell set Rubber Hex w/chrome 5 $ 76.50 $ 382.50 $ 120.00 $ 600.00 $ 140.00 $ 700.00 $ 130.00 $ 650.00 $ 138.00 $ 690.00 $ - $ - $ - handle 40 lb 20 Dumbell set Rubber Hex w/chrome 5 $ 86.06 $ 430.30 $ 135.00 $ 675.00 $ 140.00 $ 700.00 $ 146.00 $ 730.00 $ 155.00 $ 775.00 $ - $ - $ - handle 45 lb 21 Dumbell set Rubber Hex w/chrome 5 $ 95.63 $ 478.15 $ 150.00 $ 750.00 $ 140.00 $ 700.00 $ 162.00 $ 810.00 $ 172.00 $ 860.00 $ - $ - $ - handle 50 lb 22 Dumbe11 set Rubber Hex w/chrome 2 $ 105.19 $ 210.38 $ 165.00 $ 330.00 $ 150.00 $ 300.00 $ 178.00 $ 356.00 $ 189.00 $ 378.00 $ - $ - $ - handle 55 lb 23 Dumbell set Rubber Hex w/chrome 2 $ 11g75 $ 229.50 $ 180.00 $ 360.00 $ 155.00 $ 310.00 $ 194.00 $ 388.00 $ 206.00 $ 412.00 $ - $ - $ - handle 60 lb 24 Dumbell set Rubber Hex w/chrome 2 $ 124.31 $ 248.62 $ 195.00 $ 390.00 $ 160.00 $ 320.00 $ 212.00 $ 424.00 $ 224.00 $ 448.00 $ - $ - $ - handle 65 lb City of Corpus Christi Bid Tab Finance&Procurement RFB 5792 Fitness equipment for Police Academy Sr.Buyer:Marco Lozano CCPD Bid Close:5-8-24 Staff Recomends Fitness Superstore, AYC,LLC dba Hest Dynamic Fitness& **Johnson Health **Fit Supply, **Advanced Inc. Sourcelink,LLC Rep Fitness Fitness Products Strength,LLC Tech LLC Healthstyles Benicia,California Winchester,Virginia Westminister,Colorado Corpus Christi,Texas Eau Claire,Wisconsin Cottage Grove, Irving,Texas Littleton, Wisconsin Colorado Item Description/Color QTY Unit Price Ext.Price Unit Price Ext.Price Unit Price Ext.Price Unit Price Ext.Price Unit Price Ext.Price Unit Price Ext.Price Unit Price xt.Pric Unit Price Ext.Price 25 Dumbell set Rubber Hex w/chrome 2 $ 133.88 $ 267.76 $ 210.00 $ 420.00 $ 165.00 $ 330.00 $ 228.00 $ 456.00 $ 241.00 $ 482.00 $ - $ - $ - handle 70 lb 26 Dumbell set Rubber Hex w/chrome 2 $ 143.44 $ 286.88 $ 225.00 $ 450.00 $ 170.00 $ 340.00 $ 244.00 $ 488.00 $ 258.00 $ 516.00 $ - $ - $ - handle 75 lb 27 Dumbell set Rubber Hex w/chrome 2 $ 153.00 $ 306.00 $ 240.00 $ 480.00 $ 175.00 $ 350.00 $ 260.00 $ 520.00 $ 275.00 $ 550.00 $ - $ - $ - handle 80 lb 28 Dumbell set Rubber Hex w/chrome 2 $ 162.56 $ 325.12 $ 255.00 $ 510.00 $ 180.00 $ 360.00 $ 276.00 $ 552.00 $ 292.00 $ 584.00 $ - $ - $ - handle 85 lb 29 Dumbell set Rubber Hex w/chrome 2 $ 17213 $ 344.26 $ 270.00 $ 540.00 $ 185.00 $ 370.00 $ 292.00 $ 584.00 $ 309.00 $ 618.00 $ - $ - $ - handle 90 lb 30 Dumbell set Rubber Hex w/chrome 2 $ 181.69 $ 363.38 $ 285.00 $ 570.00 $ 190.00 $ 380.00 $ 308.00 $ 616.00 $ 327.00 $ 654.00 $ - $ - $ - handle 95 lb 31 Dumbell set Rubber Hex w/chrome 2 $ 19125 $ 382.50 $ 300.00 $ 600.00 $ 195.00 $ 390.00 $ 324.00 $ 648.00 $ 344.00 $ 688.00 $ - $ - $ - handle 100 lb 32 Kettle Bell 9 lb 5 $ 21.46 $ 107.30 $ 18.00 $ 90.00 $ 25.00 $ 125.00 $ 13.00 $ 65.00 $ 22.00 $ 110.00 $ - $ - $ - 33 Kettle Bell 13 lb 6 $ 32.19 $ 193.14 $ 26.00 $ 156.00 $ 34.00 $ 204.00 $ 19.00 $ 114.00 $ 258.00 $ 1,548.00 $ - $ - $ - 34 Kettle Bell 181b 12 $ 42.92 $ 515.04 $ 36.00 $ 432.00 $ 39.00 $ 468.00 $ 26.00 $ 312.00 $ 37.00 $ 444.00 $ - $ - $ - 35 Kettle Bell 261b 10 $ 53.65 $ 536.50 $ 50.00 $ 500.00 $ 52.00 $ 520.00 $ 39.00 $ 390.00 $ 52.00 $ 520.00 $ - $ - $ - 36 Kettle Bell 35 lb 14 $ 75.11 $ 1,051.54 $ 59.00 $ 826.00 $ 61.00 $ 854.00 $ 52.00 $ 728.00 $ 68.00 $ 952.00 $ - $ - $ - 37 Kettle Bell 441b 8 $ 96.57 ' $ 772.56 $ 69.00 $ 552.00 $ 70.00 $ 560.00 $ 65.00 $ 520.00 $ 84.00 $ 672.00 $ - $ - $ - 38 Kettle Bell 53 lb 12 $ 118.02 ' $ 1,416.24 $ 78.00 $ 936.00 $ 89.00 $ 1,068.00 $ 78.00 $ 936.00 $ 98.00 $ 1,176.00 $ - $ - $ - 39 Kettle Bell 70 lb 4 $ 150.21 $ 600.84 $ 105.00 $ 420.00 $ 118.00 $ 472.00 $ 104.00 $ 416.00 $ 128.00 $ 512.00 $ - $ - $ - 40 Slam Ball 14"diameter 10 lb 4 $ 142.91 $ 571.64 $ 120.00 $ 480.00 $ 30.00 $ 120.00 $ 102.00 $ 408.00 $ 18.00 $ 72.00 $ - $ - $ - 41 lSlam Ball 14"diameter 15 lb 2 $ 142.91 $ 285.82 $ 120.00 $ 240.00 $ 34.00 $ 68.00 $ 102.00 $ 204.00 $ 22.00 $ 44.00 $ - $ - $ - 42 Slam Ball 14"diameter 20 lb 2 $ 156.06 ' $ 312.12 $ 125.00 $ 250.00 $ 38.00 $ 76.00 $ 115.00 $ 230.00 $ 27.00 $ 54.00 $ - $ - $ - 43 Slam Ball 14"diameter 25 lb 2 $ 172.54 $ 345.08 $ 150.00 $ 300.00 $ 42.00 $ 84.00 $ 127.00 $ 254.00 $ 28.00 $ 56.00 $ - $ - $ - 44 Sandbell 41b 4 lb 2 $ 22.99 $ 45.98 $ 25.00 $ 50.00 $ 9.00 $ 18.00 $ 17.00 $ 34.00 $ 59.95 $ 119.90 $ - $ - $ - 45 Sandbell 411,10 lb 2 $ 40.25 $ 80.50 $ 42.00 $ 84.00 $ 30.00 $ 60.00 $ 30.00 $ 60.00 $ 59.95 $ 119.90 $ - $ - $ - 46 Sandbell 41b 15 lb 2 $ 57.50 $ 115.00 $ 60.00 $ 120.00 $ 42.00 $ 84.00 $ 42.00 $ 84.00 $ 59.95 $ 119.90 $ - $ - $ - 47 Sandbell 41b 25 lb 2 $ 93.15 $ 186.30 $ 97.00 $ 194.00 $ 69.00 $ 138.00 $ 69.00 $ 138.00 $ 59.95 $ 119.90 $ - $ - $ - 48 Wall Ball 35cm black 10 lb 10 $ 31.45 $ 314.50 $ 40.00 $ 400.00 $ 47.00 $ 470.00 $ 53.00 $ 530.00 $ 62.00 $ 620.00 $ - $ - $ - 49 lWall Ball 35cm black 20 lb 10 $ 43.35 $ 433.50 $ 60.00 $ 600.00 $ 66.00 $ 660.00 $ 66.00 $ 660.00 $ 68.00 $ 680.00 $ - $ - $ - 50 Resistance band XX-light 5 $ 6.80 $ 34.00 $ 7.00 $ 35.00 $ 10.00 $ 50.00 $ 16.00 $ 80.00 $ 11.00 $ 55.00 $ - $ - $ - 51 Resistance band X-light 5 $ 8.50 $ 42.50 $ 10.00 $ 50.00 $ 11.00 $ 55.00 $ 19.50 $ 97.50 $ 15.00 $ 75.00 $ - $ - $ - 52 Resistance band Light 5 $ 10.20 $ 51.00 $ 15.00 $ 75.00 $ 14.00 $ 70.00 $ 27.00 $ 135.00 $ 20.00 $ 100.00 $ - $ - $ - 53 Resistance band Medium 5 $ 11.90 $ 59.50 $ 20.00 $ 100.00 $ 18.00 $ 90.00 $ 35.00 $ 175.00 $ 30.00 $ 150.00 $ - $ - $ - 54 Resistance band Heavy 5 $ 18.70 $ 93.50 $ 25.00 $ 125.00 $ 22.00 $ 110.00 $ 43.00 $ 215.00 $ 39.00 $ 195.00 $ - $ - $ - 55 Resistance band X-Heavy 5 $ 22.10 $ 110.50 $ 35.00 $ 175.00 $ 23.00 $ 115.00 $ 61.00 $ 305.00 $ 50.00 $ 250.00 $ - $ - $ - 56 Battle Rope 2"diameter and 40 length 10 $ 75.65 $ 756.50 $ 150.00 $ 1,500.00 $ 120.00 $ 1,200.00 $ 156.00 $ 1,560.00 $ 161.00 $ 1,610.00 $ - $ - $ - 57 Suspension Trainer 10 $ 84.15 $ 841.50 $ 150.00 $ 1,500.00 $ 120.00 $ 1,200.00 $ 226.00 $ 2,260.00 $ 209.00 $ 2,090.00 $ - $ - $ - 58 Plyo foam exercise jump box 3 in 1(16" 5 $ 172.50 $ 862.50 $ 185.00 $ 925.00 $ 80.00 $ 400.00 $ 125.00 $ 625.00 $ 276.00 $ 1,380.00 $ - $ - $ - Ix 20"x 24") 59 Plyo foam exercise jump box 3 in 1(20" 5 $ 169.15 $ 845.75 $ 215.00 $ 1,075.00 $ 150.00 $ 750.00 $ 220.00 $ 1,100.00 $ 276.00 $ 1,380.00 $ - $ - $ - x 24"x 30") 60 1/2 ton push trolley for 18 x 35 1 beam 6" 6 $ 43.70 $ 262.20 $ 220.00 $ 1,320.00 $ 220.00 $ 1,320.00 $ 96.00 $ 576.00 $ 389.00 $ 2,334.00 $ - $ - $ - flange 61 Commercial grade Treadmill 3 $2,549.15 $ 7,647.45 $3,500.00 $ 10,500.00 $ 4,750.00 $ 14,250.00 $2,104.00 $ 6,312.00 $ 2,250.00 $ 6,750.00 $ - $ - $ - 62 Commercial grade Eliptical trainer 2 $2,124.15 $ 4,248.30 $2,500.00 $ 5,000.00 $ 3,750.00 $ 7,500.00 $3,155.00 $ 6,310.00 $ 3,375.00 $ 6,750.00 $ - $ - $ - City of Corpus Christi Bid Tab Finance&Procurement RFB 5792 Fitness equipment for Police Academy Sr.Buyer:Marco Lozano CCPD Bid Close:5-8-24 Staff Recomends Fitness Superstore, AYC,LLC dba Hest Dynamic Fitness& **Johnson Health **Fit Supply, **Advanced Inc. Sourcelink,LLC Rep Fitness Fitness Products Strength,LLC Tech LLC Healthstyles Benicia,California Winchester,Virginia Westminister,Colorado Corpus Christi,Texas Eau Claire,Wisconsin Cottage Grove, Irving,Texas Littleton, Wisconsin Colorado Item Description/Color CITY Unit Price Ext.Price Unit Price Ext.Price Unit Price Ext.Price Unit Price Ext.Price Unit Price Ext.Price Unit Price Ext.Price Unit Price xt.Pric Unit Price Ext.Price 63 Commercial grade air bike 2 $ 679.15 $ 1,358.30 $ 750.00 $ 1,500.00 $ 700.00 $ 1,400.00 $ 902.00 $ 1,804.00 $ 676.25 $ 1,352.50 $ - $ - $ - 64 Commercial grade rowing machine 10 $ 849.15 $ 8,491.50 $ 800.00 $ 8,000.00 $ 750.00 $ 7,500.00 $ 990.00 $ 9,900.00 $ 990.00 $ 9,900.00 $ - $ - $ - 65 Commercial grade ski nordic machine 2 $1 019.15 $ 2,038.30 $ 800.00 $ 1,600.00 $ 800.00 $ 1,600.00 $1,070.00 $ 2,140.00 $ 850.00 $ 1,700.00 $ - $ - $ - w/Floor stand Subtotal $78,396.30 Subtotal $91,410.00 Subtotal $86,421.00 Subtotal $103,209.50 Subtotal $138,746.10 Subtotal $ - Subtotal S - Subtotal $ - Installation $ 8,899.50 Installation $ 7,000.00 Installation $ 15,000.00 Installation $ 2,900.00 Installation $ 20,100.00 Installation Installation Installation Freight 0.00 Freight $ 1,000.00 Freight $ 7,500.00 Freight $ 3,200.00 Freight $ 12,695.40 Freight Freight Freight TOTAL * $ 87,295.80 TOTAL $ 99,435.00 TOTAL $108,921.00 TOTAL $ 109,309.50 TOTAL $ 171,541.50 TOTAL $ - TOTAL $ - TOTAL $ - ` Rounding calculation math errors " nonresponsive/wrong BidTabsubmittal DocuSign Envelope ID: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D411-FE0E-45D2-A6C4-6FFFF6D2DFB4 ,SUS C� GO O� SERVICE AGREEMENT NO. 5792 U Fitness Equipment for Police Academy Pon It 1859, THIS Fitness Equipment for Police Academy Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Fitness Super Store, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Fitness Equipment for Police Academy in response to Request for Bid/Proposal No. 5792 ("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 Fitness Equipment for Police Academy ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The Term of this Agreement is one month beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $87,295.80, subject to approved extensions and changes. Payment will be made Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D411-FEOE-45D2-A6C4-6FFFF6D2DFB4 for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety.Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Pat Eldridge Department: Police Department Phone: 361-886-2696 Email: Pat@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence,the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as 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: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D41 1-FEOE-45D2-A6C4-6FFFF6D2DFB4 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 if 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: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D411-FE0E-45D2-A6C4-6FFFF6D2DFB4 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice.Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Pat Eldridge Title: Police Management Services Director Address: 321 John Sartain St., Corpus Christi, Texas 78401 Phone: 361-886-2696 Fax: 361-886-2607 IF TO CONTRACTOR: Fitness Super Store, Inc. Attn: Timothy French Title: CEO / President Address: 537 Stone Road STE F, Benicia, California 94510 Phone: 925-215-2927 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D411-FEOE-45D2-A6C4-6FFFF6D2DFB4 Fax: 800-346-2960 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEM NITEES") 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, INVESTIGATEALL 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: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D41 1-FEOE-45D2-A6C4-6FFFF6D2DFB4 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: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D411-FEOE-45D2-A6C4-6FFFF6D2DFB4 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: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D41 1-FEOE-45D2-A6C4-6FFFF6D2DFB4 CONTRACTOR DocuSipned by: Signature: Printed Name: 5/14/2024 Title: CEO at Fitness Superstore, Inc. Date: 5/14/2024 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. 5792 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: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D411-FEOE-45D2-A6C4-6FFFF6D2DFB4 ATTACHMENT A: SCOPE OF WORK 1.1 General Requirements The City of Corpus Christi Police Department requires the purchase and installation of fitness equipment for the new Corpus Christi Police Academy, which is still under construction. The approximate completion date of the Police Academy is scheduled for August 2024. 1.2 Contractor will be responsible for the following: A. The Contractor shall provide fitness equipment as specified in attachment B. B. The Contractor shall deliver and assemble exercise equipment CCPD Academy at 7702 Yorktown Blvd., Corpus Christi, TX 78414. a. The Contractor shall produce equipment to be delivered once the purchase order is produced with notice to proceed. b. The Contractor shall install equipment once general contractor has completed installation of floor where fitness equipment will be permanently located. i. City staff shall coordinate with the Contractor on progress of construction and completion date of the Police Academy weight room where equipment will be assembled. ii. City staff shall notify the Contractor with a 7 to 10 day acknowledgement of when equipment can be delivered for installation. c. The Contractor shall install equipment within a period of three to five days after delivery of equipment is completed. C. The Contractor shall assemble equipment during normal business hours, Monday- Friday between 8:00 a.m. and 5:00 p.m. D. The Contractor must haul off and dispose of all waste and trash caused by the assembly of equipment. Page 1 of 1 DocuSign Envelope ID: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D411-FE0E-45D2-A6C4-6FFFF6D2DF84 ATTACHMENT B - PRICING �o¢yuscl � CITY OF CORPUS CHRISTI ° CONTRACTS AND PROCUREMENT BID FORM (Rev. 1) NgOpP�pp�E� RFB No. 5792 1852 Fitness Equipment for Police Academy REVISED ADDENDUM 1 Date: May 6, 2024 Authorized Bidder: Fitness Superstore, Inc. 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/Color QTY Unit Price Ext. Price Double Half Rack w/necessary connections, bumper plate storage, medicine ball shelf, dumbbell/kettle ball shelving, 1 landmine attachment, 16"wallball target, Olympic bar storage 5 $3,531.75 $ 17,658.75 attachment, plate holders, and d-ring battle rope attachment (see example 1-B). 3"X 3"11 ga. frame specifications, DS custom color navy blue per Pantonen DS 2 Adjustable weight bench 10 $509.15 $5,091.50 3 Bumper plate competition grade 451b weight 30 $149.18 -$+473.-2-6--$4475.4 4 Bumper plate competition grade 25lb weight 20 $82.88 -$4;6.&T..ba-$1657.6 5 Bumper plate competition grade 151b weight 20 $49.73 -$194756'---$994.60 DS 6 Bumper plate competition grade 101b weight 40 $42.50 $1,700.00 7 Bumper plate competition grade 51b weight 40 $13.01 $520-24---$520.40 8 Bumper plate competition grade 2.51b weight 40 $7.65 $306.00 9 7' Olympic style 451b barbell 15 $220.15 $3,302.25 10 7' Olympic style 151b barbell 5 $171.35 $856.75 °S 11 Barbell Collar for Olympic bar 30 $20.40 $612.00 IT D3 12 Dumbell set Rubber Hex w/chrome handle 5 lb 5 $9.56 -$47-84----$47.80 DS 13 Dumbell set Rubber Hex w/chrome handle 10 lb 5 $19.13 -$95- .6-3---- $95.65 14 Dumbell set Rubber Hex w/chrome handle 15 lb 5 $28.69 -$-}4.3 44-- $143.45 DS 15 Dumbell set Rubber Hex w/chrome handle 20 lb 5 $38.25 $191.25 Ds 16 Dumbell set Rubber Hex w/chrome handle 25 lb 5 $47.81 -$239.{36--- $239.0 17 Dumbell set Rubber Hex w/chrome handle 30 lb 5 $57.38 -$-286 -- $286.9 18 Dumbell set Rubber Hex w/chrome handle 35 lb 5 $66.94 1 -$33469-- $334.7 DocuSign Envelope ID: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D411-FEOE-45D2-A6C4-6FFFF6D2DFB4 D3 19 Dumbell set Rubber Hex w/chrome handle 40 lb 5 $76.50 $382.50 IT F.DS 20 Dumbell set Rubber Hex w/chrome handle 45 lb 5 $86.06 -$7r3"1---$4430.30 21 Dumbell set Rubber Hex w/chrome handle 50 lb 5 $95.63 $478.15 22 Dumbell set Rubber Hex w/chrome handle 55 lb 2 $105.19 $210.38 D3 23 Dumbell set Rubber Hex w/chrome handle 60 lb 2 $114.75 $229.50 24 Dumbell set Rubber Hex w/chrome handle 65 lb 2 $124.31 ---$248.62 25 Dumbell set Rubber Hex w/chrome handle 70 lb 2 $133.88 $r267L-75- $267.76 26 Dumbell set Rubber Hex w/chrome handle 75 lb 2 $143.44 $286.88 DS 27 Dumbell set Rubber Hex w/chrome handle 80 lb 2 $153.00 $306.00 [-DS 28 Dumbell set Rubber Hex w/chrome handle 85 lb 2 $162.56 -"5'.'F3---$325.12 29 Dumbell set Rubber Hex w/chrome handle 90 lb 2 $172.13 --$.344-2-5---$344.26 30 Dumbell set Rubber Hex w/chrome handle 95 lb 2 $181.69 $363.38 Ds 31 Dumbell set Rubber Hex w/chrome handle 100 lb 2 $191.25 $382.50 32 Kettle Bell 9 lb 5 $21.46 --$-1f?7'3`F--$107.30 Ds 33 Kettle Bell 13 lb 6 $32.19 $193.14 Ds f 34 Kettle Bell 181b 12 $42.92 -1-5-5-0E1 $515.04 35 Kettle Bell 261b 10 $53.65 $536.50 Ds 36 Kettle Bell 35 lb 14 $75.11 --$-1-,45 F-48_$1051.54 LT-F DS 37 Kettle Bell 441b 8 $96.57 ---$772.56 " Ds 38 Kettle Bell 53 lb 12 $118.02 -$t,41$-29-$1416.2 39 Kettle Bell 70 lb 4 $150.21 -$66f�.$rr---$600.84 40 Slam Ball 14"diameter 10 lb 4 $142.91 $571.64 DS 41 Slam Ball 14"diameter 15 lb 2 $142.91 $285.82 Ds 42 Slam Ball 14"diameter 20 lb 2 $156.06 $3h2 tt--$312.12 -t,r Ev 43 Slam Ball 14"diameter 25 lb 2 $172.54 -$34 09--$345.08 I 44 Sandbell 41b 4 lb 2 $22.99 $45.98 45 Sandbell4lb 10 lb 2 $40.25 $80.50 46 Sandbell 41b 15 lb 2 $57.50 $115.00 47 Sandbell 41b 25 lb 2 $93.15 $186.30 48 Wall Ball 35cm black,10lb 10 $31.45 $314.50 49 Wall Ball 35cm black 20 lb 10 $43.35 $433.50 50 Resistance band XX-light 5 $6.80 $34,00 51 Resistance band X-light 5 $8.50 $42.50 52 Resistance band Light 5 $10.20 $51.00 53 Resistance band Medium 5 $11.90 $59.50 54 Resistance band Heavy 5 $18.70 $93.50 55 Resistance band X-Heavy 5 $22.10 $110.50 56 Battle Rope 2"diameter and 40'length 10 $75.65 $756.50 57 Suspension Trainer 10 $84.15 $841.50 58 Plyo foam exercise jump box 3 in 1 (16"x 20"x 24") 5 $172.50 $862.50 59 Plyo foam exercise jump box 3 in 1 (20"x 24"x 30") 5 $169.15 $845.75 60 1/2 ton push trolley for 18 x 35 1 beam 6"flange 6 $43.70 $262.20 61 Commercial grade Treadmill 3 $2,549.15 $7,647.45 62 Commercial grade Eliptical trainer 2 $2,124.15 $4,248.30 63 Commercial grade air bike 2 $679.15 $1,358.30 64 Commercial grade rowing machine 10 $849.15 $8,491.50 65 Commercial grade ski nordic machine w/floor stand 2 $1,019.15 $2,038.30 D3 Subtotal Installation $8,899.50 Freight $0.00 (FREE) TOTAL -$8 2957-t -- $87,295.80 DocuSign Envelope ID: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D41 1-FEOE-45D2-A6C4-6FFFF6D2DFB4 Attachment C: Insurance and Bond Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and p roperty required on all certificates or by Damage Per occurrence - applicable policy endorsements aggregate Commercial General Liability $1,000,000 Per Occurrence Including: 1. Commercial Broad Form 2 Premises -Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury AUTO LIABILITY(including) $500,000 Combined Single Limit 1. Owned 2 Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS Page 2 of 3 DocuSign Envelope ID: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D411-FEOE-45D2-A6C4-6FFFF6D2DFB4 A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi,TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. Page 2 of 3 DocuSign Envelope ID: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D411-FEOE-45D2-A6C4-6FFFF6D2DFB4 E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations underthis agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Bond Requirements: No bonds are required. 2021 Insurance Requirements Ins. Req. Exhibit 4-13 Contracts for General Services -Services Performed Onsite 05/10/2021 Risk Management- Legal Dept. Page 3 of 3 DocuSign Envelope ID: E2221 E50-6959-40BE-9921-20CB31 C11 CE8 DocuSign Envelope ID:EB29D411-FE0E-45D2-A6C4-6FFFF6D2DFB4 ATTACHMENT D: WARRANTY REQUIREMENTS Half Rack and large fitness equipment - Warranty: 10 Years Parts + 1 Year On-Site Labor All include suggested Manufacture warranty against defects. Page 1 of 1 � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 18, 2024 DATE: June 18, 2024 TO: Peter Zanoni, City Manager FROM: Wesley Nebgen, Director of Water System Infrastructure WesleyNCa-)cctexas.com (361) 826-3111 P Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a)cctexas.com (361) 826-3169 Supply Agreement for Brass Service Water Fittings for Corpus Christi Water CAPTION: Motion authorizing the execution of a one-year supply agreement, with two one-year options, with ACT Pipe & Supply, of Corpus Christi, in an amount not to exceed $317,614.90. and a potential amount up to $952,844.70 if options are exercised, for the purchase of brass service water fittings for the Corpus Christi Water Department, with FY 2024 funding of $105,871.63 from the Water Fund. SUMMARY: This motion authorizes a one-year supply agreement with ACT Pipe & Supply to purchase brass service fittings for water lines for CCW. These brass fittings are for new and replacement installations for the main cut-off water to residential homes and businesses. BACKGROUND AND FINDINGS: CCW purchases and stocks brass service water fittings for new and replacement installations for the main cut-off water to residential homes and businesses. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bids process to obtain bids for a new supply agreement. The City received three responsive bids. Staff is recommending the award to the lowest responsive, responsible bidder, ACT Pipe & Supply. This supplier is not the incumbent; however, the City has purchased from them under contract in the past. The City received a bid from three local suppliers as follows: Bid Summary Contractor Bid ACT Pipe & Supply $317,614.90 Core & Main, LP $318,619.70 Ferguson Enterprises, LLC $321,727.66 ALTERNATIVES: An alternative to accepting this bid would be to require CCW to purchase brass service water fittings on an as-needed basis, which would not be as productive. FISCAL IMPACT: The fiscal impact for Corpus Christi Water for FY 2024 is $105,871 .63 coming from the Water Fund. FUNDING DETAIL: Fund: 4010 Water Organization/Activity: 31520 Treated Water Delivery System Department number: 45 Water Project # (CIP Only): N/A Account: 520130 Maint & repairs Cost: $105,871 .63 RECOMMENDATION: Staff recommends approval of this motion authorizing the execution of a one-year supply agreement, with two additional one-year option periods with ACT Pipe & Supply, as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement City of Corpus Christi Bid Tabulation Finance&Procurement Department RFB#5734 Buyer:John DeLaGarza Brass Service Water Fittings Bid opening April 16,2024 ACT Pipe&Supply Core&Main LP Ferguson Enterprises LLC Corpus Christi,TX Christi Christi,TX Corpus Christi,TX ITEM Description UOM Qty Equal Unit Price Total Price Equal Unit Price Total Price Model Unit Price Total Price 1 CURB STOP W FIP X FIP EA 150 $50.75 $ 7,612.50 $50.65 $ 7,597.50 $51.95 $ 7,792.50 MUELLER(MB20283NF) 2 CURB STOP 1"FIP X FIP EA 150 $78.88 $ 11,832.00 $78.75 $ 11,812.50 $80.72 $ 12,108.00 MUELLER(MB20283NG) 3 METER STOP WANGLE F X MTR EA 200 $68.10 $ 13,620.00 $68.45 $ 13,690.00 $66.44 $ 13,288.00 MUELLER MB24265NEFF 4 METER W ANGLE STOP FIPXMTR EA 150 $31.46 $ 4,719.00 $30.85 $ 4,627.50 $28.96 $ 4,344.00 MU ELLER(M H14265NFEF) 5 METER ANGLE STOP 1"X 1-3/4" EA 210 $84.97 $ 17,843.70 $84.80 $ 17,808.00 $86.98 $ 18,265.80 MUELLER MP24258NEFG 6 ANGLE METER STOP 1"FIP X MTR EA 240 $99.77 $ 23,944.80 $103.10 $ 24,744.00 $100.05 $ 24,012.00 MUELLER(MB24265NG) 7 CURB STOP%"FIP X CTS COMP EA 210 $57.36 $ 12,045.60 $57.35 $ 12,043.50 $58.76 $ 12,339.60 MUELLER MP25172NF 8 CURB STOP 1"FIP X CTS COMP EA 90 $88.08 $ 7,927.20 $88.05 $ 7,924.50 $90.17 $ 8,115.30 M U ELLE R(M P25172330N) 9 ANGLE MTR STOP%"COM X MTR EA 240 $74.86 $ 17,966.40 $74.85 $ 17,964.00 $76.67 $ 18,400.80 MUELLER MP2458NEFF 10 ANGLE MTR STOP 1"COMP X MTR EA 180 $112.34 $ 20,221.20 $112.30 $ 20,214.00 $115.04 $ 20,707.20 MUELLER(MP24258NG) 11 METER STOP W CTS X MTR EA 200 $68.03 $ 13,606.00 $68.00 $ 13,600.00 $69.65 $ 13,930.00 MUELLER MP24350NF 12 METER STOP 1"COMP X MTR EA 160 $100.53 $ 16,084.80 $100.50 $ 16,080.00 $102.95 $ 16,472.00 MUELLER(MP24350NG) 13 COUPLING 1-1/2"CTS X CTS EA 80 $70.67 $ 5,653.60 $68.90 $ 5,512.00 $70.21 $ 5,616.80 MUELLER MP15403NJ 14 COUPLING 2"CTS X CTS EA 80 $93.07 $ 7,445.60 $93.05 $ 7,444.00 $94.82 $ 7,585.60 MUELLER(MP15403NK) 15 COUPLING%"MIP X MTR EA 1,200 $9.60 $ 11,520.00 $9.50 $ 11,400.00 $9.08 $ 10,896.00 MUELLER MH10890NF 16 COUPLING 1"MIP X MTR EA 160 $15.17 $ 2,427.20 $14.71 $ 2,353.60 $13.97 $ 2,235.20 MUELLER(MH10890NG) 17 CORP STOP%"MIP X CTS COMP EA 240 $32.25 $ 7,740.00 $32.40 $ 7,776.00 $32.68 $ 7,843.20 MUELLER MP15028NF 18 CORP STOP 1"MIP X CTS COMP EA 450 $48.79 $ 21,955.50 $49.00 $ 22,050.00 $49.48 $ 22,266.00 MUELLER(MP15028NG) 19 CORP STOP 1-1/2"MIP X CTS COM EA 80 $140.65 $ 11,252.00 $141.30 $ 11,304.00 $140.25 $ 11,220.00 MUELLER MP25029NJ 20 CORP STOP 2"MIP X CTS COMP EA 130 $226.18 $ 29,403.40 $233.70 $ 30,381.00 $231.95 $ 30,153.50 MUELLER(MP25028NK) 21 U BRANCH 1"X%"X 7.5" EA 72 $45.58 $ 3,281.76 $47.60 $ 3,427.20 $51.48 $ 3,706.56 MUELLER MP15363NGF712 22 U BRANCH 1"C X W M X 14" EA 120 $89.18 $ 10,701.60 $83.05 $ 9,966.00 $78.96 $ 9,475.20 MU ELLER(M P15363NGF1312) 23 COUPLING%"COMP X COMP EA 240 $18.46 $ 4,430.40 $18.00 $ 4,320.00 $18.25 $ 4,380.00 MUELLER MP15403NF 24 COUPLING 1"CTS COMP X COMP EA 192 $21.12 $ 4,055.04 $20.60 $ 3,955.20 $23.71 $ 4,552.32 MUELLER(MP15403NG) 25 COUPLING%"MIPT X COMP EA 288 $15.17 $ 4,368.96 $14.80 $ 4,262.40 $14.96 $ 4,308.48 MUELLER MP15428NF 26 COUPLING 1"MIP X CTS COMP EA 240 $17.96 $ 4,310.40 $17.50 $ 4,200.00 $17.69 $ 4,245.60 MUELLER(MP15428NG) 27 COUPLING 1-1/2"MIP X CTS COMP EA 48 $49.20 $ 2,361.60 $47.95 $ 2,301.60 $48.88 $ 2,346.24 MUELLER MP15428NJ 28 COUPLING 2"MIP X CTS COMP EA 96 $69.91 $ 6,711.36 $69.90 $ 6,710.40 $71.22 $ 6,837.12 MUELLER(MP15428NK) 29 RESETTER 5/8"X'/o"X 7"MUELLER EA 48 $90.77 $ 4,356.96 $95.00 $ 4,560.00 $101.40 $ 4,867.20 MH14118NEFW 30 RESETTER 5/8"X'/<"X 1/2"MUELLER EA 40 $95.14 $ 3,805.60 $99.45 $ 3,978.00 $109.82 $ 4,392.80 (MH14118NEF12) 31 RESETTER 5/8"X%"X 9" EA 48 $91.89 $ 4,410.72 $96.10 $ 4,612.80 $104.68 $ 5,024.64 MUELLER MH14118NEFY TOTAL $ 317,614.90 $ 318,619.70 $ 321,727.66 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E bus G� SUPPLY AGREEMENT NO. 5734 U Brass Service Water Fittings yCaeaoRp�� 1852 THIS Brass Service Water Fittings Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and ACT Pipe & Supply ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Brass Service Water Fittings in response to Request for Bid No. 5734 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Contractor's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Brass Service Water Fittings in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. (A) The Term of this Agreement is one year beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to 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 $317,614.90, subject to approved extensions and changes. Payment will be made Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Robert Presnell Department: CCW Phone: 361-826-1750 Email: RobertPR@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Contractor until such time as the products are delivered and accepted by the City. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Contractor, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In providing the Goods, Contractor will not enter into subcontracts or utilize the services of subcontractors. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Robert Presnell Title: Stores Supervisor Address: 2325 Hygeia St, Corpus Christi, TX 78415 Phone: 361-826-1750 Fax: 361-826-1690 IF TO CONTRACTOR: ACT Pipe & Supply Attn: Casey James Title: Sales Representative Address: 1845 Suntide Rd, Corpus Christi, TX 78409 Phone: 361-248-4420 Fax: N/A 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E CONTRACTOR E�'" cu Signed by: Signature: �cuMc s Printed Name: Casey James Title: Sales Representative Date: 4/18/2024 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 Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB No. 5734 Exhibit 2: Contractor's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E ATTACHMENT A: SCOPE OF WORK General Reg uirements/Background Information The City uses and stocks brass fittings at the CCW Warehouse for use by Corpus Christi Water (CCW) for the main cut-off water to residential homes and businesses. Scope of Work A. The Contractor shall provide brass fittings, as outlined on the bid/pricing schedule, stamped with the letters "NL" (lead free) and the materials shall comply with American National Standards Institute/National Sanitation Foundation (ANSI/NSF) Standard 60/61 which must be obtained from NSF, UL, or an agency recognized by the Texas Natural Resource and Conservation Commission (TNRCC). In lieu of certified parts, TNRCC's interim order, which would grant the purchase of a different type (that would serve the same purpose) may be acceptable only if no product in that category has been certified. This specification covers various fittings used by CCW. The products listed in this specification will be used to restock the Warehouse Department. B. The Contractor shall cross-reference the listed manufacture's part number listed on the Bid/Pricing schedule. The Contractor agrees to provide their manufacture's part numbers for the items if different from listed part number on the Bid/Pricing schedule. The manufacture's items being bid must be identical in application to the items on the Bid/Pricing schedule. Contractor Quality Control and Superintendence A. All brass fittings for water lines will be defect free, properly packed and shipped to ensure a safe delivery. B. Any fines or other costs imposed on the City by TNRCC, or any successor agency, for accepting non-certified products, will be passed on to and born by the Contractor. Special Instructions A. Ordering and Delivery 1 . City will place an order on as needed basis. 2. Contractor shall ship the materials within 2 weeks of received order to the CCW Warehouse, located at 2726 Holly Road, Corpus Christi, Texas 78415. 3. All contract prices are F.O.B. destination, inside delivery to the City of Corpus Christi Facility, freight prepaid. Page 1 of 2 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E 4. Contractor must send technical data sheet along with the delivery of the material. City will not accept any products that do not conform to the specifications. 5. If any items found defective, unusable or inoperable to the condition, Contractor shall arrange return shipment or shipping charge will be reimbursed from the invoice. 6. Contractor understands and agrees that the City may, at its discretion, cancel any backorders due to the Contractor's inability to deliver the product within the set time frame. 7. Cancellations shall be in writing and sent to Contractor by email, fax or mail. 8. No restocking fee or payment of any kind shall be owed for orders cancelled due to Contractor's inability to meet the deadline delivery date. B. Defective Goods Contractor shall pay for return shipment on any products that arrive in a defective, unusable or inoperable condition. Contractor must arrange for the return shipment of damaged products. Page 2 of 2 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E SUS C ATTACHMENT B: BID/PRICING SCHEDULE 0 U "CORPOHPI 0 12 RFB No. 5734 Brass Service Water Fittings Date: 04/16/2024 PAGE 1 OF 3 Authorized ACT PIPE & SUPPLY Bidder: Signature: _ 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. MODEL NUMBER REFERENCED ON DESCRIPTION IS USED FOR COMPARABLE PURPOSES ONLY; MUST FILL OUT ONE COLUMN FOR EITHER MODEL # UNIT PRICE OR EQUIVALENT UNIT PRICE (SUBS). Item City Description Unit Qty Model # Equivalent Total Stock Unit i Unit Price Price # Price 1 1003 CURB STOP 3/4" FIP X FIP I EA 150 I $50.75 $7,612.50 MUELLER(MB20283NF) 2 1004 CURB STOP 1" FIP X FIP EA 150 $78 88 $11,832.00 MUELLER (MB20283NG) METER STOP 3/4" ANGLE F 3 1005 X MTR EA 200 $68.10 $13,620.00 MUELLER(MB24265NEFF) METER 3/4" ANGLE STOP :4]:1006 FIPXMTR EA 150 $31.46 $4,719.00 MUELLER(MH1465NFEF) Page 1 of 3 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E Item City Description Unit Qty Model # Equivalent Total Stock Unit Unit Price' I Price # Price METER ANGLE STOP 1" X 5 1008 1-3/4" EA 210 $84.97 $17,843.70 MUELLER(MP24258NEFG) ANGLE METER STOP 1" 6 1009 FIP X MTR EA 240 $99.77 $23,944.80 MUELLER(MB24265NG CURB STOP 3/4" FIP X CTS 7 1010 COMP EA 210 $57.36 $12,045.60 MUELLER(MP2172NF) CURB STOP 1" FIP X CTS EA 90 8 1011 COMP $88.08 $7,927.20 MUELLER(MP25172330N) ANGLE MTR STOP 3/4" EA 240 9 1013 COM X MTR $74.86 $17,966.40 MUELLER(MP2458NEFF ANGLE MTR STOP 1" EA 180 10 1014 COMP X MTR $112.34 $20,221.20 MUELLER(MP24258NG) METER STOP 3/4" CTS X 11 1015 MTR EA 200 $68.03 $13,606.00 MUELLER(MP24350NF) I METER STOP 1 " COMP X 12 1016 MTR EA 160 $100.53 $16,084.80 MUELLER(MP24350NG COUPLING 1-1/2" CTS X 13 1017 CTS EA 80 $70.67 $5,653.60 MUELLER(MP 1 5403NJ) COUPLING 2" CTS X CTS $93.07 $7,445.60 14 1018 MUELLER(MP 1 5403N K) EA 80 COUPLING 3/4" MIP X 15 1019 MTR EA 10 $9.60 $11,520.00 MUELLER(MH10890NF 16 1021 COUPLING 1" MIP X MTR EA 160 MUELLER(MH10890NG I $15.17 $2,427.20 CORP STOP 3/4" MIP X 17 1026 CTS COMP EA 240 $32.25 $7,740.00 MUELLER(MP 15028NF) CORP STOP 1" MIP X CTS 18 1027 COMP EA 450 $48.79 $21,955.50 MUELLER(MP 15028NG) Page 2 of 3 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E Item City Description Unit Qty Model # Equivalent Total Stock Unit Unit Price Price # Price CORP STOP 1-1/2" MIP X 19 1028 CTS COM EA 80 $140.65 $11,252.00 MUELLERIMP25029NJ) CORP STOP 2" MIP X CTS 20 1029 COMP EA 130 $226.18 $29,403.40 MUELLER(MP25028NK) U BRANCH 1 " X 3/4" X 21 1033 7.511 EA 72 $45.58 $3,281.76 MUELLER(MP1 5363NGF7 12) U BRANCH 1 " C X 3/4" M 22 1034 X 1 EA 120 $89.18 $10,701.60 MUELLER(MP 15363NGF1 312) COUPLING 3/4" COMP X 23 1038 COMP EA 240 $18.46 $4,430.40 MUELLER(MP 15403NF) COUPLING 1 " CTS 24 1039 COMP X COMP EA 192 $21.12 $4,055.04 MUELLER(MP15403NG COUPLING 3/4" MIPT X 25 1044 COMP EA 288 $15.17 $4,368.96 MUELLER(MP15428NF) COUPLING 1" MIP X CTS 26 1045 I COMP EA 240 $17.96 $4,310.40 MUELLER(MP 15428NG) COUPLING 1-1/2" MIP X 27 1047 CTS COMP EA 48 $49.20 $2,361.60 MUELLER(MP15428NJ) 28 1048 COMP COUPLING 2" MIP X CTS EA 96 $69.91 $6,711.36 MUELLER(MP15428NK) RESETTER 5/8" X 3/4" X 7" 29 1858 MUELLER EA 48 $90.77 $4,356.96 (MH14118NEFW) RESETTER 5/8" X 3/4" X 30 1859 1/2" MUELLER EA 40 $95.14 $3,805.60 (MH 14118N EF 12) RESETTER 5/8" X 3/4" X 9" 31 1862 MUELLER(MH14118NEFY) EA 48 $91.89 $4,410.72 Total $ 317,614.90 Page 3 of 3 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E ATTACHMENT C: NO INSURANCE REQUIREMENTS The City's Legal Department has recommended there be no insurance requirements for this particular scope of work, Purchase Contracts - Supply Agreements - Equipment Leases - Goods or Equipment Delivered to City Other Than Hazardous Chemicals. 2023 Insurance Requirements Ins. Req. Exhibit 1-A Purchase Contracts - Supply Agreements - Equipment Leases Goods or Equipment Delivered to City Other Than Hazardous Chemicals 01/01 /2023 Risk Management - Legal Dept. Page 1 of 1 DocuSign Envelope ID:OD1 EE666-OE02-48DC-9251-4DE99CAB394E ATTACHMENT D: WARRANTY REQUIREMENTS Material shall be free from defects. Page 1 of 1 SC G� O� F U -OOPORN EO zs5 AGENDA MEMORANDUM Action Item for the City Council Meeting of June 18, 2024 DATE: June 18, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(o-)-cctexas.com (361) 826-3851 Ernesto De La Garza, P.E., Director of Public Works ernestod2a-cctexas.com (361) 826-1677 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(a)cctexas.com (361) 826-3169 Construction Contract Award IDIQ Lifecycle Curb and Gutter Program CAPTION: Motion awarding a construction contract to Epic Energy Services, LLC., Odem, Texas, in an amount not to exceed $1,000,000.00 for the Indefinite Delivery/Indefinite Quantity Lifecycle Curb & Gutter Replacement to repair the damaged curb and gutter, associated concrete sidewalk and driveway apron projects located city-wide with FY 2024 funding available from Storm Water funds. SUMMARY: This motion approves a construction contract with Epic Energy Services, LLC. for the Lifecycle Curb & Gutter Replacement project. The construction will remove and replace damaged, rolled, and failed curb and gutter, associated concrete sidewalk and driveway apron as needed. BACKGOUND AND FINDINGS: This is an ongoing project where damaged, rolled, and failed curb and gutter is removed and replaced along with associated pavement repair throughout the City. In addition to improving drainage, areas considered hazardous to vehicular or pedestrian traffic will receive priority. This project will address problematic areas on a yearly basis as funding allows. Curb replacements shall be designed to exceed a 20-year service life. This Indefinite Delivery/Indefinite Quantity (IDIQ) construction contract provides for multiple delivery orders (DO's) citywide on a multi-year program with one base year and 2 additional one-year options. Optional years will be approved based on performance and funding availability. The incumbent was Abel's Paving & Construction Inc. and the contract was awarded 2021. The price of curb replacement was $38 per linear foot. If this contract is awarded the price of curb replacement will be $73 per linear foot. This price is in line with current prices on other City projects. PROJECT TIMELINE: October— February March - June July-July Design Bid/Award Construction Project schedule reflects City Council award in July 2024 with anticipated completion by July 2025. COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Bids in March 2024 for the proposed Lifecycle Curb and Gutter Program. On April 10, 2024, the City received one bid for the proposed project. The Request for Bid solicitation was advertised on Civcast Portal that is widely used for commercial bid advertisements nationally. The project plans were downloaded and viewed by sixty-five interested contractors. A summary of the bids is provided below. BID SUMMARY CONTRACTOR BASE BID Epic Energy Services $496,119.50 Engineer's Opinion of Probable Construction Cost $874,731.67 Epic Energy Services, LLC is the apparent Low Bidder. Epic Energy Services, LLC is from Odem, Texas. Epic Energy Services, LLC., has successfully completed many of the following construction projects in Corpus Christi: Project #21113 - SPMP 2022, Project#18164A - RSRP, Project #E15112 — Rodd Field from Saratoga to Yorktown, Project #E13097 - Carroll Lane from Houston to McArdle, Project #E15140 - SPMP, and Project#22191 - SPMP. ALTERNATIVES: The alternative is not to award construction contracts to Epic Energy Services, LLC, and this would delay the project and conflict with City Council's goal to expedite street projects. FISCAL IMPACT: The fiscal impact is in the amount of $1,000,000.00 with funding available from the Capital Improvement Project Storm Water Funding FY 2024. Funding Detail: The Capital Improvement Program (CIP) shows the project is currently scheduled to begin construction in FY 2024. The project is ready to be implemented. Fund: Storm Water—SW 2012A RVBD (Fund 3495) Department: Storm Water (47) Organization: Grants & Capital Project Funds (89) Project: 24029 - Lifecycle Curb & Gutter Replacement Program Account: Incidental Expenses (550970) Activity: 24029 Amount: $571,242.87 Fund: Storm Water CIP- SW 2012A Bond 2012 (Fund 3496) Department: Storm Water (47) Organization: Grants & Capital Project Funds (89) Project: 24029 - Lifecycle Curb & Gutter Replacement Program Account: Incidental Expenses (550970) Activity: 24029 Amount: $99,805.83 Fund: Storm Water—SW 2015 RVBD (Fund 4531) Department: Storm Water (47) Organization: Grants & Capital Project Funds (89) Project: 24029 - Lifecycle Curb & Gutter Replacement Program Account: Incidental Expenses (550970) Activity: 24029 Amount: $306,494.86 Fund: Storm Water CIP —SW 2015 (Fund 4530) Department: Storm Water (47) Organization: Grants & Capital Project Funds (89) Project: 24029 - Lifecycle Curb & Gutter Replacement Program Account: Incidental Expenses (550970) Activity: 24029 Amount: $22,456.44 Overall Total $1,000,000.00 RECOMMENDATION: City staff recommends awarding construction contract to Epic Energy Services, LLC for Lifecycle Curb & Gutter Replacement project in an amount not to exceed $1,000,000.00 from issuance of the Notice to Proceed with construction starting July 2024. LIST OF SUPPORTING DOCUMENTS: Map List Bid Tabs CIP Page TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,TEXAS TABULATED BY: Larissa Sanchez DESIGN ENGINEER:Stephen Skrobarczyk BID DATE: Wednesday,April 10,2024 RFB 5744 Epic Energy Services,LLC PROJECT NO.24029 Lifecycle Curb&Gutter Replacement 6397 Hwy 77 BASE BID Odem,Texas,78370 ITEM DESCRIPTION UNIT QTY UNIT PRICE AMOUNT Part A-GENERAL Al Mobilization(5%Maximum of General Items) LS 1 $ 1,500.00 $ 1,500.00 A2 Bonds and Insurance AL 1 $ 14,450.00 $ 14,450.00 A3 Ozone Action Day DAY 3 $ 1.00 $ 3.00 A4 Block Sodding SY 200 1$ 14.00 $ 2,800.00 A5 SWPPP plan LS 1 $ 1,600.00 $ 1,600.00 A6 SWPPP BMPs LS 1 $ 1,500.00 $ 1,500.00 A7 Tree Removal(>6"Trunk) EA 1 $ 1,200.00 $ 1,200.00 A8 ITraffic Control Plan LS 1 $ 1,650.00 $ 1,650.00 Ag ITraffic Control Items(barricades,traffic control devices,etc) MO 12 $ 3,000.00 $ 36,000.00 SUBTOTAL PART A-GENERAL(Items Al thru A9) $ 60,703.00 Part B-STREET IMPROVEMENTS B1 Mobilization(5%Maximum of Street Items) LS 1 $ 2,500.00 $ 2,500.00 B2 Adjust Manhole Ring and Cover EA 2 $ 750.00 $ 1,500.00 B3 Adjust and Replace Manhole Ring and Cover EA 1 $ 1,350.00 $ 1,350.00 B4 Adjust Valve Box EA 2 $ 600.00 $ 1,200.00 B5 Adjust and Replace Valve Box EA 1 $ 800.00 $ 800.00 B6 Remove Driveway SF 3,500 $ 9.00 $ 31,500.00 B7 Driveway SF 3,500 $ 13.50 $ 47,250.00 B8 Speed Hump EA 1 $ 6,500.00 $ 6,500.00 B9 Speed Table EA 1 $ 6,800.00 $ 6,800.00 B10 HMAC Milling/Removal-up to 3" SY 350 $ 24.50 $ 8,575.00 B11 Full Depth Street Excavation and Haul Off SY 350 $ 27.00 $ 9,450.00 B12 2"Ty'D'HMAC SY 350 $ 48.62 $ 17,017.00 B13 3"Ty'D'HMAC SY 350 $ 57.65 $ 20,177.50 B14 9"Ty'B'HMAC Base SY 350 $ 102.85 $ 35,997.50 B15 4"Ty'B'HMAC Base(under curb) SY 350 $ 65.82 $ 23,037.00 B16 12"TY'A'Grade 1-2 Limestone Base SY 350 $ 90.00 $ 31,500.00 B17 7"TY'A'Grade 1-2 Limestone Base(under curb) SY 350 $ 65.71 $ 22,998.50 B18 12"Compacted Subgrade SY 700 $ 15.50 $ 10,850.00 B19 Reflectorized Pavement Marking Type 1 (Y)(4")(BRK) LF 200 $ 4.74 $ 948.00 B20 Reflectorized Pavement Marking Type 1 (Y)(4")(DBL) LF 200 $ 8.40 $ 1,680.00 B21 Reflectorized Pavement Marking Type 1 (W)(8")(SLD) LF 200 $ 8.40 $ 1,680.00 B22 Reflectorized Pavement Marking Type 1 (W)(16")(SLD) LF 100 $ 12.60 $ 1,260.00 B23 Prefab Pavement Marking(W)(24")(SLD) LF 100 $ 16.80 $ 1,680.00 B24 Crosswalk Striping(Complete and in-place) EA 2 $ 1,110.00 $ 2,220.00 B25 Type II-A-A and Type II-B-B Raised Pavement Marker(Reflectorized)(Yellow or Blue) EA 30 $ 12.00 $ 360.00 B26 Street Sign Assembly w/9"Blades(Green)and Stop Sign EA 2 $ 1,110.00 $ 2,220.00 B27 Standard Sign EA 2 $ 858.00 $ 1,716.00 SUBTOTAL PART B-STREET IMPROVEMENTS(Items B1 thru B27) $ 292,766.50 Part -ADA IMPROVEMENTS C1 Mobilization(5%Maximum of ADA Items) LS 1 $ 2,120.00 $ 2,120.00 C2 Demolition of Sidewalk SF 2,000 $ 3.50 $ 7,000.00 C3 Sidewalk SF 2,000 $ 10.25 $ 20,500.00 C4 Accessible Ramp EA 4 $ 3,200.00 $ 12,800.00 C5 Sidewalk Retaining Curb LF 150 $ 25.00 $ 3,750.00 SUBTOTAL PART C-ADA IMPROVEMENTS(Items C1 thru C5) $ 46,170.00 Part D-RTA IMPROVEMENTS D1 Mobilization(5%Maximum of RTA Items) LS 1 $ 1,500.00 $ 1,500.00 D2 Remove Roadway Bus Pad SF 720 $ 4.00 $ 2,880.00 D3 Install Roadway Bus Pad(12'x60') EA 1 $ 8,500.00 $ 8,500.00 D4 Remove Bus Stop Shelter Pad SF 200 $ 4.00 $ 800.00 D5 Install Bus Stop Shelter pad(10x20) EA 1 $ 3,000.00 $ 3,000.00 SUBTOTAL PART D-RTA IMPROVEMENTS(Items D1 thru 135) $ 16,680.00 Part E-DRAINAGE IMPROVEMENTS E1 Mobilization(5%Maximum Drainage Items) LS 1 $ 1,500.00 $ 1,500.00 E2 Stidewalk Drain EA 1 $ 800.00 $ 800.00 E3 Remove Curb&Gutter LF 1,000 $ 17.00 $ 17,000.00 E4 Curb&Gutter(Match Existing Shape) LF 1 1,000 $ 25.00 $ 25,000.00 Page 1 of 2 TABULATION OF BIDS PROCUREMENT-CITY OF CORPUS CHRISTI,TEXAS TABULATED BY: Larissa Sanchez DESIGN ENGINEER:Stephen Skrobarczyk BID DATE: Wednesday,April 10,2024 RFB 5744 Epic Energy Services,LLC PROJECT NO.24029 Lifecycle Curb&Gutter Replacement 6397 Hwy 77 BASE BID Odem,Texas,78370 ITEM DESCRIPTION UNIT OTY UNIT PRICE AMOUNT E5 Valley Gutter Demolition FT 100 $ 5.50 $ 550.00 E6 Valley Gutter Install FT 100 $ 37.50 $ 3,750.00 E7 Replace top 24"of Inlet EA 8 $ 3,900.00 $ 31,200.00 SUBTOTAL PART E- DRAINAGE IMPROVEMENTS(Items E1 thru E7) $ 79,800.00 TOTAL BASE BID $ 496,119.50 Page 2 of 2 Capital Improvement Plan 2023 rhru 2025 City of Corpus Christi, Texas Project# 20113 Project Name Lifecycle Curb and Gutter Replacement Type Improvement/Additions Department Public Works-Storm Water Useful Life 25 years Contact Director of Public Works Category Storm Drainage Priority 2 Critical-Asset Condition\longevity Status Active Description This is an ongoing project where damaged,rolled and failed curb and gutter is removed and replaced along with associated pavement repair throughout the City. In addition to improving drainage,areas considered hazardous to vehicular or pedestrian traffic will receive priority. This project will address problematic areas on a yearly basis as funding allows.Curb replacements shall be designed to exceed a 20-year service life. Justification This project is needed to extend the life of city streets. Expenditures Prior Years 2023 2024 2025 Total Construction/Rehab 419,540 1,500,000 1,500,000 1,500,000 4,919,540 Design 407,596 20,000 20,000 20,000 467,596 Eng,Admin Reimbursements 135,074 150,000 150,000 150,000 585,074 Total 962,210 1,670,000 1,670,000 1,670,000 5,972,210 Funding Sources Prior Years 2023 2024 2025 Total Revenue Bonds 962,210 1,670,000 1,670,000 1,670,000 5,972,210 Total 962,210 1,670,000 1,670,000 1,670,000 5,972,210 Budget Impact/Other Replacing rolled,damaged and failed curb and gutters improves area drainage by re-establishing overland drainage flow paths. Identifying isolated sections of failed curb and gutter for replacement before more extensive repairs are required extends service life and is key to minimizing future improvement costs. 300 24029 Lifecycle Curb and Gutter Program Locations DISTRICT STREET FROM TO CLASSIFICATION 1 Buford Staples Shoreline Blvd Local 1 Craig Ocean Dr Seventh Local 1 Seventh Morgan Hancock Local 2 Carmel Pkwy N Alameda S Staples S Collector 2 Carmel PkwyS Alameda S Staples Collector 4 Adel Orms Shepard Local 4 Belmeade Gollihar Airline S Local 4 Crescent Mc Ardle Belmeade Local 4 Crescent Cir Crescent Dead End Local 4 Orms Dr Hugo Belmeade Local 4 Shephard Adel Crescent Local 4 Granada Dr Leeward Dead End Local 4 Rhonda Spencer Sean Local 4 Sean Hardwick Holly Rd Local 4 Spencer Thames Rhonda Local 4 Tara Dr Theda Holly Rd Local 4 Theda Sean Toben Local 4 Toben Holly Rd Theda Local 4 Vivian Spencer Sean Local 5 Charlero Grenoble Marans Local 5 Etienne Grenoble Oso Parkway Local 5 Fumay Etienne Cimarron Local 5 Grenoble Strasbourg Cimarron Collector 5 Marans Etienne Dead End Local 5 Blankenberge Strasbourg Strasbourg Local 5 Bourbonais Marseille Dead End Local 5 Denain Dr St Laurent Oso Parkway Local 5 Grand Villiers Strasbourg Marseille Local 5 Marseille Oso Parkway Oso Parkway Collector 5 Sete Dr Marseille Ville Franche Local 5 St Laurent Marseille Oso Parkway Local 5 Toulon Marseille Marseille Local 5 Ville Franche Marseille Sete Dr Local 24029 Lifecycle Curb and Gutter Program Locations �nT NUECES BAY - CORPUS CHRISTI BAY - DIST2 �Alrlil�l 'I ��DIST4 DIST1 A lil Illijlll ✓ � �t\'� , I I I ni', t _ I 1 1 �y,i l'll _, s\�II : � o 01 DIST3 <= _i Ilfl c,F -„� i<... L... ,II I..I �i1Ts I I. �I If I—I Llil � Legend Dlsrs 24029 LCCG �y Corpus Chr sti Engineering IDIQ Lifecycle Curb and Gutter Program Council Presentation June 18, 2024 Project Scope Corpus cnr SO Engineering This motion approves a construction contract to repair the damaged curb and gutter, associated concrete sidewalk and driveway apron projects The work will be issued by the City of Corpus Christi's Engineering Services Department in multiple individual work orders called "Delivery Orders" that provide specific scope and requirements in accordance with the plans, specifications, and contract documents. J Project List Corpus Chi SO Engineering Below are the list of projects that are planned to be constructed with this contract: ^1 mom Staples Sbarellne BIW 'Local 1 Craig O—n Dr Sevomn Local 1 Seventh M.rgan Hancock Local 2 Carmel Pk+yN AlamcdaS 5¢aplcsS Collector 2 Cannel PWgS AtamedaS Staples Con- 4 Ad Orms Sncpard Local 4 MC ads G.bar Akhn S Local 4 Cresccnl MCArdlc BCMcade Local 4 Crcsccrn Gir Crescrnc Ocad End Local 4 Or—Dr Hue. B.Imeadc Local 4 Shepherd Adel Crescent Laeal 4 Granada Dr Lcrnard Dcad End Local 4 Rhonda SP.— Sean L«al 4 Hardwick H.IIy Rd Local 4 Spencer Thames Rbanaa LOeal 4 Tam Dr Tneda Holly Rd Local 4 Theda Sean Toben Local 4 %ben H.gy Rd Tneda Local 4 Vivian Spencer Scan Local 5 Cnadcro Gfr,OW Maians Local 5 Ederme Grenpble Om Parkway Local 5 Fumay Ebennu Ciman.n Local 5 Grenoble Strasbourg Cimarron Collector 5 Maianz Etienne Dead End Local 5 St.Me,nberge Strasbourg Strasbourg Local 5 Boumonais Marscit[, Dcad End Local 5 )e.,nb Sk horror 0.P.Aavy Local 5 Grand VOors Strasbourg Maluhlc Local 5 MarseWe Ow Parkway Oso Pa"Way COU-or 5 Setc Dr Marscule VUIC Fmnehe Local 5 SL L2umnt MarSel1, Oso Parkway Local 5 Toulon Mail Mail LI Local 5 V,W Franche Marsellte Sere Dr L.& se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 18, 2024 DATE: June 18, 2024 TO: Peter Zanoni, City Manager FROM: Jeffrey Edmond, P.E., Director of Engineering Services 0effreye(u-)-cctexas.com (361) 826-3851 Robert Dodd, Director of Parks & Recreation robertd4(u-)cctexas.com (361) 826-3133 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(o-)cctexas.com (361) 826-3169 Construction Contract Award Central Kitchen Generator (CDBG) at Del Mar College West Campus CAPTION: Motion awarding a construction contract to McDonald Municipal & Industrial, Houston, TX, for the Central Kitchen Generator project in an amount of$352,469.00 to install a backup power generator at the Central Kitchen located at Del Mar College West Campus, located in Council District 3, with FY 2024 funding available from the Community Development Block Grant (CDBG) Program and General Fund. SUMMARY: This motion approves a construction contract to install a backup power generator to enable the Nutrition Education Services Center (Central Kitchen) to continue operations during an emergency event, storm, or loss of power. BACKGROUND AND FINDINGS: The Nutrition Education Services Center (Central Kitchen) at Del Mar College West Campus is a joint venture with City and Del Mar College. Central Kitchen is responsible for preparing 800 meals daily for the elderly at eight senior centers and for the Meals on Wheels Program from Monday to Friday. In total, around 240,000 meals are prepared and delivered each year. The Central Kitchen does not have a backup power during natural or man-made events and have risk of kitchen out of service not able to deliver meals to the elderly. The project scope includes installing a new natural gas backup generator, automatic transfer switch, concrete pad, wood screen fence and pertinent building and site electrical improvements. The generator will ensure power supply to critical areas and vital equipment. PROJECT TIMELINE: 2023/2024 20241 October — February March — June July — September Design Bid/Award Construction Project schedule reflects award in June 2024 with anticipated completion by August 2024. COMPETITIVE SOLICITATION PROCESS: On March 10, 2024, the Contracts and Procurement Department issued a Request for Bids with the RFB Number 5745 for Central Kitchen Generator. On April 10, 2024, City received bids from two bidders. The Request for Bid solicitation was advertised on Civcast Portal that is widely used for commercial bid advertisement nationally. The project plans were downloaded and viewed by forty-nine interested contractors. The bids from A&O Construction Services from Corpus Christi is deemed non-responsive as the firms do not meet the minimum experience requirements. A&O Construction Services from Corpus Christi, Texas was incorporated in October 2023. City requires bidders to maintain five years of experience before being selected for projects. The city analyzed the bids in accordance with the contract documents and determined McDonald Municipal & Industrial is the lowest responsive, and responsible bidder. A summary of the bids is provided below. BID SUMMARY CONTRACTOR BASE BID McDonald Municipal & Industrial $352,469.00 A&0 Construction Services $417,481.42 (non-responsive) Engineer's Opinion of Probable Construction Cost $194,260.77 McDonald Municipal & Industrial has not undertaken any projects for the City of Corpus Christi. However, they bring a wealth of experience with a combined business tenure of 65 years, offering services in electrical and electrical engineering. The company is well-versed in collaborating with municipal bodies and government entities, having successfully completed numerous generator installations. Their portfolio of gas generator projects encompasses work for various clients, including the City of Hempstead, Spring Creek Utility District, City of Alvin, Fort Bend County, City of Pflugerville, Goliad County, City of West Orange, Charterwood Municipal Utility District, Harris County, Clear Lake City Water Authority, Varner Creek Utility District, Galveston County, and Northwest Harris County Municipal Utility District 19. ALTERNATIVES: The alternative is not to award the construction contract to the responsive and responsible bidder, McDonald Municipal & Industrial. This would delay the new improvement to Central Kitchen and may affect the ability to provide cooked meals during an emergency event, storm, or loss of power. FISCAL IMPACT: The fiscal impact in FY 2024 is an amount of $352,469.00 with funds available from the Grant Fund. Funding Detail: Fund: CDBG Grants (Fund 1059) Department: Parks & Rec (27) Org: Grants and Capital Projects (89) Account: Improvements Other than Bldg (550030) Activity: 852305F Amount $352,469.00 Amount: $352,469.00 RECOMMENDATION: Staff recommends awarding a construction contract for the Central Kitchen Generator (CDBG) of Corpus Christi to McDonald Municipal & Industrial for the park improvements in an amount of $352,469.00 with anticipated completion by August 2024. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Bid Tab CIP Page PowerPoint RFB 5745 PN.852305F Central Kitchen Generator ID:RFB 5745 PN.852305F Item Description Unit Quantity McDonald &O Construct Total At Mobilization(Not to exceed 5%) LS 1.00 $17,000.00 $17,000.00 $14,392.00 $14,392.00 A2 General Conditions LS 1.00 $20,000.00 $20,000.00 $6,720.00 $6,720.00 Sub Totals $21,112.00 B1 Protect items to be relocated or remain LS 1.00 $100.00 $100.00 $2,968.00 $2,968.00 Sub Totals ' - $2,968.00 Cl Preparation for generator slab LS 1.00 $20,000.00 $20,000.00 $2,352.00 $2,352.00 C2 Concrete for generator slab&piers LS 1.00 $35,000.00 $35,000.00 $7,504.00 $7,504.00 C3 Installation of 6x6 fence posts per drawings @ 6'-5"A.F.F. EA 14.00 $200.00 $2,800.00 $765.60 $10,718.40 C4 Vertical 2x8 cedar fencing LS 1.00 $7,200.00 $7,200.00 $9,609.60 $9,609.60 Sub Totals $65,000.00 $30,184.00 D1 • Natural Gas Piping-2" EA 200.00 $50.00 $10,000.00 $48.30 $9,660.00 D2 Pipe Supports EA 11.00 $10.00 $110.00 $68.50 $753.50 D3 Natural Gas Regulator-Service Pressure to 5psi EA 1.00 $2,500.00 $2,500.00 $1,680.00 $1,680.00 D4 Natural Gas Regulator-Service Pressure to 2psi EA 1.00 $2,500.00 $2,500.00 $1,680.00 $1,680.00 D5 Automatic Transfer Switch EA 1.00 $0.00 $0.00 $0.00 $0.00 D6 Factory Strut-up and Warranty Testing LS 1.00 $1,000.00 $1,000.00 $0.00 $0.00 D7 Commisioning Natural Gas Piping System LS 1.00 $1,490.00 $1,490.00 $0.00 $0.00 Sub Totals $17,600.00 $13,773.50 E1 Emergency Generator EA 1.00 $70,000.00 $70,000.00 $187,214.72 $187,214.72 E2 600KCMIL Wire(2 sets of parallel feed) LF 100.00 $120.00 $12,000.00 $234.15 $23,415.00 E3 #2 Grounding at parallel runs LF 100.00 $14.00 $1,400.00 $72.80 $7,280.00 E4 2"Conduit at parallel runs LF 100.00 $200.00 $20,000.00 $216.52 $21,652.00 E5 #1 Feed to Panel L1 LF 10.00 $20.00 $200.00 $112.00 $1,120.00 E6 #8 Ground for Panel 1 LF 10.00 $10.00 $100.00 $14.00 $140.00 E7 1-1/4"Conduit for Panel 1 LF 15.00 $35.00 $525.00 $9.34 $140.10 E8 #3/0(2 sets for parallel feed)for Panel LK LF 15.00 $100.00 $1,500.00 $634.70 $9,520.50 E9 #3 Grounding for Panel LK LF 40.00 $15.00 $600.00 $30.10 $1,204.00 E10 1-1/2"Conduit for Panel LK LF 40.00 $175.00 $7,000.00 $30.10 $1,204.00 E11 3/4"Data Conduit LF 40.00 $10.00 $400.00 $35.00 $1,400.00 E12 600 Amp Autom ate Transfer Switch EA 1.00 $35,000.00 $35,000.00 $27,440.00 $27,440.00 E13 600 Amp Emergency Panel EA 1.00 $30,000.00 $30,000.00 $13,832.00 $13,832.00 E14 Relocate Feed for Panel L1 and LK to Em erg ncy Panel EA 1.00 $5,000.00 $5,000.00 $3,920.00 $3,920.00 E15 Relocate Fire Alarm Circuit to Emergency Panel EA 1.00 $2,000.00 $2,000.00 $1,680.00 $1,680.00 E16 Fire Alarm System Commissioning LS 1.00 $100.00 $100.00 $0.00 $0.00 E17 Generator Comm issioning LS 1.00 $1,000.00 $1,000.00 $7,000.00 $7,000.00 E18 Terminations LS 1.00 $1,000.00 $1,000.00 $3,082.00 $3,082.00 E19 Grounding LS 1.00 $3,944.00 $3,944.00 $5,040.00 $5,040.00 Sub TOWS: $191,769.00 $3.16,284.32 F1 • Bonds and Insurances AL 1.00 $20,000.00 $20,000.00 $12,159.60 $12,159.60 F2 Unforseen conditions AL 1.00 $20,000.00 $20,000.00 $20,000.00 $20,000.00 F3 Landscape AL 1.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 Sub Totals $41,000.00 $33,159.60 Grand Total $352,469.00 $417,481.42 Capital Improvement Plan 2024 thru 2026 City of Corpus Christi, Texas Project# 23074 Project Name Central Kitchen Generator 7"14, Type Reconditioning-Asset Longevity Department Parks and Recreation Useful Life 25 years Contact Park Director Category Site Tmprovements Priority Critical-Asset Condition\longevity if ` „ _r Council District 3 - Status Active Description Install new generator distribution system which will enable the kitchen to continue operations during an emergency event,Storm or Loss of Power. The kitchen is used to provide cooked meals during these types of events. Justification During emergency or Storm Condition events,the kitchen is used to cook and provide meals for citizens without power. Expenditures Prior Years 2024 2025 2026 Total Construction/Rehab 305,500 305,500 Design 30,000 30,000 Eng,Admin Reimbursements 24,500 24,500 Total 360,000 360,000 Funding Sources Prior Years 2024 2025 2026 Total General Fund(Prior) 20,000 20,000 Grant-CDBG 340,000 340,000 Total 360,000 360,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. 97 PROJECT LOCATION AGM _ c A-W MDIf � A s CORPUS CHRISTI BAY SCALE. N.T.S. - R a 1� s o CAYo _ a aW ee�a LOCATION MAP NOT TO SCALE �r1 ' 146 cc e R. cc - Ty Q GENERATOR LOCATION j 4� f' A Y AERIAL MAP NOT TO SCALE PROJECT NUMBER:852305F CENTRAL KITCHEN CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS ' GENERATOR (CDBG) DEPARTMENT OF ENGINEERING SERVICES Corpus Chr sti Engineering Central Kitchen Generator (CDBG) Council Presentation June 18, 2024 Project Vicinity Copw,Chrst, Engineering �'Y �4 �. MAR COLLEGE ' 2 ws F 0 r. GENERATOR LOCATION �o p� Lozwo GOLF COURSE ,. Project Scope A� Corpus Chr sti Engineering The construction scope includes: • Installation of a 235 kW Natural Gas emergency generator with automatic transfer switch • New Concrete Generator Pad • New Automatic Transfer Switch • Natural gas line installation and hookup • Installation of six (6) foot wooden cedar screening fence Project Schedule A J C*C � Engineering 2023/2024 20241 October — February March — June July — September Design Bid/Award Construction Project schedule reflects construction starting in July 2024 with anticipated completion by September 2024. Corp*Chl Engineering Questions ? 5 se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 18, 2024 DATE: June 18, 2024 TO: Peter Zanoni, City Manager FROM: Jeffrey Edmond, P.E., Director of Engineering Services 0effreye(u-)-cctexas.com (361) 826-3851 Robert Dodd, Director of Parks & Recreation robertd4(u-)cctexas.com (361) 826-3133 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(o-)cctexas.com (361) 826-3169 Construction Contract Award Ben Garza Park Gymnasium Locker Room Improvements (CDBG) CAPTION: Motion awarding a construction contract to DLF Texas, Corpus Christi, TX, for the Ben Garza Park Gymnasium Locker Room Improvements project in an amount of$420,049.87 for the Gymnasium Locker Room improvements including bathrooms, located in Council District 1 with FY 2024 funding available from the Community Development Block Grant (CDBG) Program and General Fund. SUMMARY: This motion approves a construction contract for the improvements to the Gymnasium Locker Room including bathrooms such as removing existing walls, correcting concrete floors, replacing plumbing fixtures, and other locker room improvements. BACKGROUND AND FINDINGS: Ben Garza Gymnasium is located on the grounds at Ben Garza Park, provides recreational space and opportunities for programs such as basketball, volleyball, pickleball and general recreational activities. The gymnasium and park provide a safe healthy environment for physical and wellness activities for all ages. The gymnasium was built prior to 1950. Listed below are some of the previous improvements to the building: • 1995 - Minor building addition and remodel in building N.W. • 2003 - Roof improvements, interior lighting renovations and miscellaneous interior repairs • 2005 - New Ben Garza Sport Pavilion, minor locker room/restroom improvements • 2007 - HVAC system replacement • 2020 - Gym sport court flooring upgrade The project scope includes new water conserving automatic flush lavatory, faucets, countertop sink, accessible shower, correct visibility to block view from gymnasium into both locker rooms, correct concrete floor slopes for drainage, ADA requirements, and new hot water recirculation system to existing water heater. PROJECT TIMELINE: 2023/2024 20241 August — January February — June July — November Design Bid/Award Construction Project schedule reflects award in July 2024 with anticipated completion by November 2024. COMPETITIVE SOLICITATION PROCESS: On February 7, 2024, the Contracts and Procurement Department issued a Request for Bids with the RFB Number 5639 for Ben Garza Locker Room Improvements. On March 27, 2024, City received bids from five (5) bidders. The city analyzed the bids in accordance with the contract documents and determined DLF Texas is the lowest responsive, and responsible bidder. The bids Sterling Commercial LLC from San Antonio, Texas and A&O Construction Services from Corpus Christi are deemed as non-responsive as both the firms do not meet the minimum experience requirements. Sterling Commercial LLC from San Antonio, Texas was incorporated in March 2021 and A&O Construction Services from Corpus Christi, Texas was incorporated in October 2023. City requires bidders to maintain five years of experience before being selected for projects. A summary of the bids is provided below. BID SUMMARY CONTRACTOR BASE BID Sterling Commercial LLC $364,788.16 (non-responsive) A&0 Construction Services $414,441.09 (non-responsive) DLF Texas $420,049.87 Gourley Contractors, LLC $476,095.90 DGS General Construction Group, LLC $476,999.55 Engineer's Opinion of Probable $480,000.00 Construction Cost DLF Texas is a corporation established on June 4, 2008, and has since thrived in the construction industry primarily as a general contractor with offices in California, Texas, and New Mexico. DLF specialize in government projects and work with local private and public entities with a branch located within our city, City of Corpus Christi, Texas. Recent projects awarded in Corpus Christi are: (1) Bill Witt City Park Pool, (2) Security Command and Control Center (Port of Corpus Christi). DLF Texas has numerous facility improvements and new construction projects awarded within the surrounding area: Aransas County, Kleberg County, Alice ISD, Sinton ISD, and Robstown Texas. ALTERNATIVES: The alternative is not to award the construction contract to the responsive and responsible bidder, DLF Texas. This would delay the new improvement to Ben Garza Park Gymnasium. FISCAL IMPACT: The fiscal impact in FY 2024 is an amount of $420,049.87 with funds available from the Grant Fund. Funding Detail: Fund: CDBG Grants (Fund 1059) Department: Parks & Rec (27) Org: Grants and Capital Projects (89) Account: Improvements other than Bldg (550030) Activity: 852205F Amount $420,049.87 Amount: $420,049.87 RECOMMENDATION: Staff recommend awarding a construction contract for the Ben Garza Park Gymnasium Locker Room Improvements (CDBG) of Corpus Christi to DLF Texas for the Locker room improvements in an amount of$420,049.87 with anticipated completion by November 2024. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Bid Tab CIP Page PowerPoint RFB 5639 PN.852205F Ben Garza Gym Locker Room Improvements ID:RFB 5639 PN.852205F Al Mobilization(Not to exceed 5%) LS 1.00 $0.00 $0.00 $16,000.00 $16,000.00 $12,601.47 $12,601.47 $14,283.00 $14,283.00 $2,699.75 $2,699.75 AVERAGE BIDS A2 General Conditions LS 1.00 $B3,321.00 $63,321.00 $35,684.00 $35,684.00 $75,360.32 $75,360.32 $71,327.60 $71,327.60 $51,295.25 $51,295.25 ALL FIVE LAST THREE Sub Totals $63,321.00 $51,684.00 $87,961.79 $85,610.60 $53,995.00 $68,514.48 $75,855.80 B1 •Protect items to be relocated or remain LS 1.00 $0.00 $0.00 $4,540.00 $4,540.00 $679.05 $679.05 $1,725.00 $1,725.00 $3,250.00 $3,250.00 B2 Shore existing structure as needed LS 1.00 $0.00 $0.00 $0.00 $0.00 $2,875.00 $2,875.00 $3,450.00 $3,450.00 $1,950.00 $1,950.00 B3 Demolition&Removal as perdrawings:CMU, LS 1.00 $27,300.00 $27,300.00 $24,080.00 $24,080.00 $8,625.00 $8,625.00 $12,032A5 $12,032.45 $50,734.00 $50,734.00 Toilet Partitions,HVAC,Electrical,and Plumbing. Sub Totals $27,300.00 $28,620.00 $12,179.05 $17,207A5 $55,934.00 $28,248.10 $28,440.17 Cl 6"CMU Walls LF 160.00 $254.07 $40,651.20 $281.63 $45,060.80 $228.16 $36,505.60 $262.13 $41,940.80 $355.50 $56,880.00 Sub Totals $40,65120 $45,060.80 $36,505.60 $41,940.80 $56,880.00 $44,207.68 $45,108.80 D1 ••• Toilet Partitions LF 70.00 $203.86 $14,270.20 $245.00 $17,150.00 $245.91 $17,213.70 $277.32 $19,412.40 $194.40 $13,608.00 D2 Sink Countertops LF 18.00 $261.12 $4,700.16 $632.00 $11,376.00 $779.07 $14,02326 $575.00 $10,350.00 $827.50 $14,895.00 D3 Millwork LS 1.00 $3,477.00 $3,477.00 $500.00 $500.00 $2,302.43 $2,302.43 $2,553.00 $2,553.00 $3,575.00 $3,575.00 Sub Totals $22,447.36 $29,026.00 $33,539.39 $32,315.40 $32,078.00 $29,881.23 $32,644.26 El Shower(Men's&Women's) LS 1.00 736.00 $736.00 $4,480.00 $4,480.00 $1,437.50 $1,437.50 $3,565.00 $3,565.00 $3,007.00 $3,007.00 Sub Totals $736.00 $4,480.00 $1,437.50 $3,565.00 $3,007.00 $ 2,645.10 $ 2,669.83 F1 Prep.and repaint floor(with non-slip additive) SF 130.00 $63.57 $8,264.10 $46.15 $5,999.50 $39.60 $5,148.00 $81.27 $10,565.10 $56.30 $7,319.00 F2 4"Resilient wall base LF 203.00PW$18.50 $3,755.51 $4.93 $1,000.79 $3.04 $617.12 $6.80 $1,380.40 $3.00 $609.00 F3 Provide and install new 2"x2"ceramic floor& LS 1.00 $21,251.00 $21,251.0 $11,111.00 $11,111.00 $5,489.34 $5,489.34 $12,075.00 $12,075.00 $5,059.00 $5,059.00 ceiling tile and new 4"x4"ceramic wall tile. F4 Prep.Prime,texture,and paint ceiling LS 1.00 $7,164.00 $7,164.00 $2,100.00 $2,100.00 $3,934.47 $3,934.47 $2,760.00 $2,760.00 $4,324.00 $4,324.00 Block seal and paint new CMU walls.Patch, F5 repair,and paint existing walls&paint metal LS 1.00 $8,468.00 $8,468.00 $21,924.00 $21,924.00 $7,947.12 $7,947.12 $16,157.50 $16,157.50 $10,550.00 $10,550.00 doors and frames. Sub Totals $48,902.60 $42,135.29 $23,136.05 $42,938.00 $27,861.00 $36,994.59 $31,311,611 G1 Interior metal door&frame EA 2.00 "'$828.00 $1,656.00 $1,288.00 $2,576.00 $2,945.06 $5,890.12 $1,668.00 $3,336.00 $3,900.00 $7,800.00 G2 Door hardware LS 1.00 $1,925.00 $1,925.00 $1,322.00 $1,322.00 $618.88 $618.88 $1,472.00 $1,472.00 $1,950.00 $1,950.00 Sub Totals $3,581.00 $3,898.00 $6,509.00 $4,808.00 $9,750.00 $ 5,709.20 $ 7,022.33 Locker Room F.F.&E.per drawings to include: Odor Control Spray Devices,Pipe Protector Kits, H1 Peened Grab Bars,Lavatory and Dressing LS 1.00 $10,070.00 $10,070.00 $10,564.00 $10,564.00 $9,811.80 $9,811.80 $16,652.00 $16,652.00 $26,260.00 $26,260.00 mirrors,and ADA/TAS fold down benches (shower and dressing),etc. Sub Totals $16,852.00 $26,260.00 $ 14,671.56 $17,574.60 Water closets&urinals(Fixtures,carriers,and 11 rough-in),countertop sinks,mop sink,and all LS 1.00 $65,500.00 $65,500.00$105,800.00 $105,800.00 $112,909.30 $112,909.30 $112,909.30 $112,909.30 $79,692.00 $79,692.00 Domestic and Sanitary lines. Sub Totals $65,500.00 $105,800.00 $112,909.30 $112,909.30 $79,692.00 $95,362.12 $101,836.87 Mechanical work to include:Grilles and Diffusers, —19 J1 Ductwork and Ductwork Insulation,and Exhaust LS 1.00 $15,455.00 $15,455.00 $14,848.00 $14,848.00 $10,669.70 $10,669.70 $35,160.10 $35,160.10 $23,064.00 $23,064.00 Fans. J2 Testing&Balancing LS 1.00 $1,840.00 $1,840.00 $2,240.00 $2,240.00 $805.00 $805.00 $3,560.40 $3,560.40 $3,250.00 $3,250.00 J3 Commissioning LS 1.00 $1,175.00 $1,175.00 $0.00 $0.00 $632.50 $632.50 $5,449.85 $5,449.85 $4,550.00 $4,550.00 Sub Totals $18,470.00 $17,088.00 $12,107.20 $44,170.35 $30,864.00 $24,539.91 $29,047.18 Electrical work to include:Conduit,Wire,Light K1 Fixtures,Switches and Receptacles, LS 1.00 $15,430.00 $15,430.00 $18,605.00 $18,605.00 $33,695.00 $33,695.00 $16,675.00 $16,675.00 $38,350.00 $38,350.00 Terminations,and Grounding. K2 Fire Alarm System Renovation(store/install) LS 1.00 $2,800.00 $2,800.00 $8,008.00 $8,008.00 $3,414.44 $3,414.44 $4,025.00 $4,025.00 $3,900.00 $3,900.00 Sub Totals $18,230.00 $26,613.00 $37,109.44 $20,700.00 $42,250.00 $28,980.49 $33,353.15 L1 Bonds and Insurance AL 1.00 $8,079.00 $8,079.00 $11,972.00 $11,972.00 $9,343.75 $9,343.75 $15,779.00 $15,779.00 $20,928.55 $20,928.55 L2 Unforeseen conditions AL 1.00 $37,500.00 $37,500.00 $37,500.00 $37,500.00 $37,500.00 $37,500.00 $37,500.00 $37,500.00 $37,500.00 $37,500.00 Sub Totals $45,579.00 $49,472.00 $46,843.75 $53,279.00 $58,428.55 $50,720.46 $52,850.43 Grand Total $364,788.16 $414,441.09 $420 049.87 $476,095.90 $476,999.55 $430,474.91 $457,715.11 Missing Rem in Bid Tab. Discussed with General Contractor Non responsive Non responsive Costdiscussed with General Contractor Y ' I f LOCATION I , x i Ii e F Y ry `y BEN CARZA L MAP NLIWERAW pI1 d L BEN GARZ4 PARK CITY COUNCIL EXHI9IT YM+ A, IUM L OCKER ROOM +err or crops aimm mus IMPROVEMENTS Capital Improvement Plan 2024 thru 2026 City of Corpus Christi, Texas Project# 23075 T Project Name Ben Garza Gym Improvements j Type Improvement/Additions Department Parks and Recreation �. Useful Life 25 years Contact Park Director ■ ,• Category Building Rehabilitation Priority Critical-Asset Condition\longevity -- Council District 1 Status Active Description This project will consist of rehabilitation of Ben Garza Gym. Construction will focus on locker rooms and other amenities.Additional upgrades will be considered if remaining budget is available. Justification Necessary replacement and upgrading the amenities Expenditures Prior Years 2024 2025 2026 Total Construction/Rehab 295,000 295,000 Design 45,000 45,000 Eng,Admin Reimbursements 35,000 35,000 Total 375,000 375,000 Funding Sources Prior Years 2024 2025 2026 Total General Fund(Prior) 27,000 27,000 Grant-CDBG 348,000 348,000 Total 375,000 375,000 Budget Impact/Other 71 Annual maintenance costs are budgeted in the Parks and Recreation operating budget to maintain improvements and amenities. 94 UPDATED Capital Improvement Plan 2024 rhru 2026 City of Corpus Christi, Texas Project# 23075 Project Name Ben Garza Gym Improvements Type Reconditioning-Asset Department Parks&Recreation Useful Life 25 years Contact Director of Parks&Recreation ' Category Building Rehabilitation Priority Priority Level I ; - -- Council District I Status Active Description This project will consist of rehabilitation of Ben Garza Gym. Construction will focus on locker rooms and other amenities.Additional upgrades will be considered if remaining budget is available.CDBG project number 852205F. Justification Necessary replacement and upgrading the amenities. Expenditures Prior Years 2024 2025 2026 Total Construction/Rehab 420,050 420,050 Design 39,820 39,820 Contingency 36,971 36,971 Permitting&Testing 2,263 2,263 Eng,Admin Reimbursements 50,835 50,835 Total 549,939 549,939 Funding Sources Prior Years 2024 2025 2026 Total General Fund(New) 9,971 9,971 General Fund(Prior) 27,000 27,000 Grant-CDBG 512,968 512,968 Total 549,939 549,939 Budget Impact/Otheg 71 Annual maintenance costs are budgeted in the Parks and Recreation operating budget to maintain improvements and amenities. Corpus Chr sti Engineering Ben Garza Gym Locker Room Improvements (CDBG) Council Presentation June 18, 2024 Project Vicinity Copw,Chrsti Engineering _ m H l91 F BEN GARZA GYMNASIUM m i z a � � z _ AERIAL MAP Muissm NOT TO SCALE PROJECT NUMBER:852205F 2 Project Scope A� Corpus Chr sti Engineering Modernization scope includes: • New water conserving automatic flush lavatory, faucets, countertop sink, and accessible shower. • Reuse four (4) sets of lockers for each locker room, remove the remaining • Correct visibility to block view from gymnasium into both locker rooms • Correct concrete floor slopes for drainage and TAS/ADA requirements • New hot water recirculation system to existing water heater • Correct HVAC roof drain with new hub drain shared with ice maker and water heater Project Schedule A J C*C � Engineering 2023/2024 20241 August — January February — June July — November Design Bid/Award Construction Project schedule reflects construction starting in July 2024 with anticipated completion by November 2024. Corp*Chl Engineering Questions ? 5 Se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 18, 2024 DATE: June 18, 2024 TO: Peter Zanoni, City Manager FROM: Miles Risley, City Attorney milesr@cctexas.com (361)826-38730ffice Phone Resolution denying AEP Texas Inc.'s requested rate change CAPTION: Resolution finding that AEP Texas Inc.'s requested increase to its electric transmission and distribution rates and charges within the city should be denied and requiring reimbursement of City rate case expenses SUMMARY: On February 29, 2024, AEP Texas filed a request with the City and with the Texas PUC in Docket 56165 to change the rates it charges for the use of its transmission and distribution lines and related service effective April 4, 2024. The proposed effective date was suspended 90 days which allowed time for consultants to review the rates and make recommendations to deny the rate increase as proposed. BACKGROUND AND FINDINGS: On February 29, 2024, AEP Texas Inc. ("AEP Texas" or"Company")filed an application with cities retaining original jurisdiction and the Texas PUC seeking to increase system-wide distribution rates by$100.4 million per year(an increase of 13.1%), and increase to system-wide transmission rates by$63.1 million (a decrease of 9.29%). According to AEP Texas, the impact of this approval on an average residential customer would be an increase of about $4.59 per month. On March 19, 2024, in Resolution No. 033323, the effective date of the rate request was suspended 90 days as allowed by law. The Resolution authorized working with the other cities served by AEP Texas in the rate review and also authorized hiring of consultants and outside legal counsel to review the Company's filing, negotiate with the Company, make recommendations regarding reasonable rates and to direct any necessary administrative proceedings or court litigation associated with an appeal of city action. Consistent with the recommendations of consultants engaged by the cities served by AEP Texas, the rate increase as proposed should be denied. Accordingly, the purpose of the Resolution is to deny the rate change application proposed by AEP Texas before the expiration of the 90 day suspension period. If the Council adopts the Resolution, a copy will be sent to AEP Texas, as directed in the resolution. AEP Texas will then most likely appeal the denial to the PUC, and the PUC will render a rate decision that will apply to all of AEP Texas' electric service territory, both within cities and outside of cities. History of City interventions: • Docket 14965 (1995)—Utility requested $70 million increase. PUC gave $50 million decrease. • Docket 28840 (2003)—Utility requested $66.5million increase. PUC gave$9 million decrease. • Docket 33309 (2006)-Utility requested $69.9 million increase. PUC gave them $29.5 million. • Docket 45787 (2016 / Distribution Cost Recovery Factor or "DCRF")— Utility requested $54.0 million increase. Cities found a $5.8 million error that reduced request to $48.2 million. Settled case at $44.6 million. • Docket 47015 (2017/DCRF) - Utility requested approval of DCRF Revenue requirement of$84.0 million. Negotiated settlement reduced revenue requirement to $79.5 million. • Docket 49494 (2019)-Utility requested $35.14 million net increase w-10.5% rate of return. PUC gave AEP a $37.5 million decrease w-9.4% rate of return. • Docket 50733 (2020)-Utility requested $39.87 million DCRF increase. After one week of negotiations, AEP agreed to reduce its request by $765,000, lowering its increase to $39.11 million. • Docket 51984 (2021)-Utility requested $54.56 million. After negotiations, AEP agreed to reduce to $39.08 million. ALTERNATIVES: If the City fails to take timely action to deny the rate request, AEP Texas Inc.'s rate request is deemed approved. FISCAL IMPACT: N/A Funding Detail: N/A Fund: Organ ization/Activity: Department: Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of this resolution. LIST OF SUPPORTING DOCUMENTS: Resolution to deny requested rate change Resolution 033323 approved 3/19/2024 RESOLUTION NO. A RESOLUTION OF THE CITY OF CORPUS CHRISTI, TEXAS FINDING THAT AEP TEXAS INC.'S REQUESTED INCREASE TO ITS ELECTRIC TRANSMISSION AND DISTRIBUTION RATES AND CHARGES WITHIN THE CITY SHOULD BE DENIED; FINDING THAT THE CITY'S REASONABLE RATE CASE EXPENSES SHALL BE REIMBURSED BY THE COMPANY; FINDING THAT THE MEETING AT WHICH THIS RESOLUTION IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; REQUIRING NOTICE OF THIS RESOLUTION TO THE COMPANY AND LEGAL COUNSEL WHEREAS, on or about February 29, 2024, AEP Texas Inc. ("AEP Texas" or "Company"),pursuant to Public Utility Regulatory Act("PURA") §§ 33.001 and 36.001 filed with the City of Corpus Christi, Texas ("City") a Statement of Intent to change electric delivery rates in all municipalities exercising original jurisdiction within its service area, effective April 4,2024; and WHEREAS, the City is an electric utility customer of AEP Texas and a regulatory authority over the rates and charges of AEP Texas within the City; and WHEREAS, the City is a member of the Cities Served by AEP Texas ("Cities"), a membership of similarly situated cities served by AEP Texas that have joined together to efficiently and cost effectively review and respond to electric issues affecting rates charged in AEP Texas' service area; and WHEREAS, Cities is an intervenor in the parallel proceeding at the Public Utility Commission of Texas to review AEP Texas' filing; and WHEREAS, pursuant to its exclusive original jurisdiction over AEP Texas' rates and operations within city limits, the City previously suspended the effective date of the Company's requested rate increase; and WHEREAS,PURA § 33.023 provides that costs incurred by cities in ratemaking activities are to be reimbursed by the regulated utility; and WHEREAS, the City's attorneys and consultants recommend that the City deny the application. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the rates proposed by AEP Texas in an application submitted to the City by the Company on or about February 29, 2024, are hereby found to be unreasonable, and are denied. 1 SECTION 2. That the Company shall continue to charge its existing rates for transmission and distribution service to customers with the City. SECTION 3. That Cities' reasonable rate case expenses shall be reimbursed by AEP Texas within 30 days of presentation of an invoice to AEP Texas. SECTION 4. That it is hereby officially found and determined that the meeting at which this Resolution is passed is open to the public as required by law, and that the public notice was given of the time, place, and purpose of said meeting, as required. SECTION 5. A copy of this Resolution shall be sent to AEP Texas, care of Jennifer Frederick, American Electric Power Company, 400 West 15th Street, Suite 1520, Austin, Texas 78701 (aepaustintx@aep.com), and to Thomas Brocato at Lloyd Gosselink Rochelle&Townsend, P.C., 816 Congress Avenue, Suite 1900,Austin, Texas 78701 (tbrocato@lglawfirm.com). PASSED AND APPROVED this day of 52024. MAYOR ATTEST: City Secretary APPROVED AS TO FORM: City Attorney 2 ��s c v AGENDA MEMORANDUM oxO AAA Y2 City Council Meeting of June 18, 2024 DATE: May 15, 2024 TO: Al Raymond, AIA, Director of Development Services FROM: Bria A. Whitmire, PE, CFM, CPM, ENV SP, Development Services Engineer BriaW@cctexas.com (361) 826-3268 22PL1186 London Ranch Estates Request for a Waiver of the Wastewater Lot/Acreage Fee Requirement in Sections 8.5.2.G. of the Unified Development Code BACKGROUND Mitchell Carrillo, PE, on behalf of property owners Linda and John Mikulencak, submitted a request for a waiver (Exhibit C) of the plat requirement to pay Wastewater Trust Fund fees associated with plat recordation. Section 8.5.2.G states that City Council, with the advice of Planning Commission, may exempt a tract of land from the wastewater lot/acreage fees, provided the area is not likely to be served with wastewater services within the next 15 years. The applicable fees are approximately $50,384.98. On-site sewage facilities (septic systems), in conformance with City-County Health Department is proposed with the development on the property. A waiver for wastewater construction was submitted concurrently. On May 17, 2024, Planning Commission approved the waiver for wastewater construction, however a tie vote resulted in no recommendation on the waiver request of the wastewater lot/acreage fee. The subject property shown as Exhibit A, known as the proposed London Ranch Estates, is near the London area on County Road (CR) 22, between CR's 51 and 49. The Planning Commission conditionally approved the final plat for London Ranch Estates, 22PL1186, in February 2023. The property is an 87.076-acre portion of a 169.367-acre tract in the north half of Section 11 in the Laureles Farm Tracts, previously platted and approved by Nueces County Commissioners in 1914. London Ranch Estates is zoned RS-22 (Single-Family 22) and proposes 108 buildable lots. The City of Corpus Christi annexed this area, including a portion of County Road 22, in December of 2023. STAFF ANALYSIS AND FINDINGS Wastewater trust fund fees are a platting requirement as per UDC 8.5.2 with the purpose of collecting fees being outlined in UDC 8.5.2.A.: 1. "To encourage the orderly development of subdivisions within and surrounding the City; 2. To establish an equitable system of spreading the cost of wastewater line extensions required for development pursuant to the Wastewater Master Plan; 3. To establish an equitable system that can be affected by the establishment of trust funds to be administered by the City for the purpose of carrying out orderly wastewater line extensions; and 1 4. To establish a system of credits and reimbursements for developer-installed wastewater line extensions meeting the Wastewater Master Plan when the developer is a non-taxing entity that is contributing acreage or lot fees under this Unified Development Code. Wastewater infrastructure funded by Tax Increment Financing, Special Assessment District, or other public financing is ineligible for wastewater trust fund reimbursement, unless approved by City Council." UDC 8.5.2.G.: Exemptions states that wastewater trust fund fees may be exempted in areas determined to not likely to be served by City wastewater services within the next 15 years, separated procedurally by the amount of fees to be exempted: • The Director of Development Services may make such determination when the fees of the area being exempted are $50,000 or less. • Planning Commission shall make its recommendation to the City Council, which shall make the final determination whenever the fees of the area being exempted are more than $50,000. The fees for this plat surpass $50,000, so the fee waiver exemption process is as follows: "City Council, with the advice of the Assistant City Manager of Development Services and the Planning Commission, may make such determinations." Although the UDC does not explicitly state what criteria should be considered to determine if the area is or is not likely to be served, the following planning analyses are applicable: • Future Land Use • Plan CC Comprehensive Plan • Area Development Plans • Master Plans These items have been summarized in the Zoning Report 1023-02 presented with the annexation of London Ranch Estates. Portions of the report have been included in Exhibit D. Historically, the City of Corpus Christi has continued to annex land near the London area (Exhibit F). London Ranch Estates is immediately outside of the London Area Development Plan (ADP), so an urban planning analysis of the area is not currently included in London ADP. As a result, all land usage is listed as undesignated. Recently adopted Master Plans incorporate the Area Development Plans into their master planning of city utilities. Although it is probable that imminently annexed land outside of the London Area was not considered for the Wastewater Master plans, Pape Dawson still identifies the London area as requiring significant infrastructure updates based on the neighboring area, including a trunk line, as shown on Exhibit H. The need for a waiver is to be demonstrated to the Planning Commission's satisfaction. Per UDC 3.8.3.D., the waiver may be approved, approved with conditions, or denied after consideration of 2 the following factors: 1. The granting of the waiver shall not be detrimental to the public health, safety or general welfare, or be injurious to other property in the area, or to the City in administering this Unified Development Code; 2. The conditions that create the need for the waiver shall not generally apply to other property in the vicinity. 3. Application of a provision of this Unified Development Code will render subdivision of land unfeasible; or 4. The granting of the waiver would not substantially conflict with the Comprehensive Plan and the purposes of this Unified Development Code. During the Capital Improvement process, including building or reimbursing wastewater infrastructure construction to service the London area, failing to collect funds from an area that would be served by city wastewater services may be considered adverse to the city's finances. It is not conclusive if the granting of the waiver will be injurious to the City, however, it would be contradictory to the purposes listed in 8.5.2.A. Should a property owner believe fees were paid under the conditions applicable in UDC 8.5.2.G.: Exemptions, a refund may be considered by City Council after ten years (but no more than twenty years) of filing the plat if: 1. The petitioners are the property owners of lots for which a wastewater lot or acreage fee has been paid; 2. No wastewater lines serve the petitioners' property from the City's wastewater system, from another governmental entity, or from existing wastewater control districts, or authorities which provide for the collection or treatment of sanitary sewage; and 3. The property is not likely to be served with such wastewater lines within five years. Staff Findings on Waiver of the Wastewater Lot/Acreage Fee Requirement Developments in the surrounding area, including but not limited to, Charlotte Estates and Gemini Acres, are also served by septic systems, lessening the likelihood of a trunk line being constructed in the next 15 years. Furthermore, London Ranch Estates has not requested reimbursement from the trust funds, water nor wastewater, where these lot/acreage fees are deposited. London Ranch Estates extended water service to the area by constructing approximately 1.45 miles of 8" waterline, and are subject to the water lot/acreage fees, $23,343.32, to be paid prior to plat recordation. 3 STAFF RECOMMENDATION Staff recommends approval of the request for waiver of wastewater infrastructure fees per Section 8.5.2.G. City Council may choose to follow or decline staffs recommendation and move to approve, approve with conditions, or deny the waiver request. LIST OF SUPPORTING DOCUMENTS: Exhibit A— Final Plat of London Ranch Estates (Conditionally Approved February 2023) Exhibit B —Waiver Request Application Exhibit C —Waiver Letter Request 4 Exhibit A FINALPLATOF GRAPXICSCALP. !'!!:I'Surveying T ILSE x LONDON RAN(H ESTATES 'eObFl1H�REwL PROM.RTIRCIX)RDSaF NU£(ES CYIUNTY.IEXwSSwIIO r-We+�••.. . wJ4 DEEo 0.Ec9Ro5MUF�5tn JVKtt,R1'1'FxAS'.S.Vof!&Fu'+ACRE RRACF�ALSDHPtnR'A�R DNU en f3A �p�i1 staxsc;n,otFlanL REmRas xUEcfx lw0.Ll tHA[14 w5sHDw46xw bw _�Tf111FE D R�.,R[Lsx n,U wd_ u I � is n - uv xc.. I COUNTY ROADS] r,R,n�.i. m RIaHFaF war :r 6� s G eo�fraf^�axl,r r — A ki _J Exhibit 8 ism\ a,� �� , Waiver Request Application VW INTERNATIONAL a� CODE COUNCIL' <o'OMiEN �Q- MEMBER 2406 Leopard St.Corpus Christi,TX 78408 i Phone:361.826.3240 Fax:361.826.4375 1 platapplicationc@.cctexas.com Date:01/24124 Property Information Owner/Entity:ILMUM Investments,LLC Address:P.O.Box 270245 City:Corpus Christi State:TX Zip Code: 78427 Phone No.: 361-215-0661 E-mail: mikulencak9@aol.com Associated with a Plat A YFI N Plat Name: 22PL1186 Previous Waiver requested?F—]Y FV] N Check if Applicable Condition Items Required to be Submitted with fee El design, street -Letter of request for waivers)with rationale for request design,and/or street -Alternative street section)or construction illustration construction requests •Letter of request for waivers)with rationale for request ElSidewalWmobility facilities .Alternative sidewalklmobility facility section/construction illustration, if applicable El •Letter of request for waiver(s)with rationale for waiver Half Street Construction •Half street section illustration Requests •Probable cost estimate it requesting cash in lieu -Letter of request with rationale for waiver Wastewater Construction -wastewater report outlining request for wastewater construction El waiver waiverwith illustration and probable costs of required installation -Layout from property to access point showing City Master planned network Wastewater Fee Exemption El Request accompanies -Letter of request stating fee to be exempt Wastewater Construction -With wastewater FeeEcemptionrequestsubmitsignedSanitary Waiver request-A separate Sewer Connection agreement contract to: app4cation fee will be contractsandagreements(dcctexas.com charged for this request. (only for a FEE EXEMPTION request over$50,000) ENGINEER Applicant's Signature Title https:l/www.cctexas.corrdsites/defau ltA les/FY-2023-Development-FeeS chedule.pdf.pdf City of Corpus Christi I Form No:4012 05/2023 1 Page 1 of 2 6 Waiver Request Application �4 j� car r�rllaf,ln�:arta. t�` S CODE COUNCIL <�pMEwss MEMBER 2406 Leopard St.Corpus Christi,TX 78408 1 Phone:361.826.3240 1 Fax:361.826 4375 1 platapplication @cctexas_corn Submit Waiver application to platapplication(&cctexas.com Waiver requests should accompany the application for Preliminary Plats and Reptats.A waiver of subdivision standards in Article 8 may be requested in writing by the submission of a waiver letter that specifically states each Code provision from which a waiver is requested and the reasons for the request.By submission with the preliminary plat application,the waivers and preliminary plat can be reviewed in context and together.Justification for waivers shall be submitted with the plat application and the need for the waiver demonstrated to the Planning Commission's satisfaction.The waiver may be approved,approved with conditions,or denied after consideration of the following factors: 1. The granting of the waiver shall not be detrimental to the public health,safety,or general welfare,or be injurious to other property in the area,or to the City in administering this Unified Development Code; 2. The conditions that create the need for the waiver shall not generally apply to other property in the vicinity; 3. Application of a provision of this Unified Development Code will render subdivision land unfeasible;or 4. The granting of the waiver would not substantially conflict with the Comprehensive Plan and the purposes of this Unified Development Code. (UDC Section 3.6.3D Waivers) Half Street Construction Requests 1. Half streets be prohibited except when the Planning Commission may approve a plat containing half streets, if it find that it is essential to the reasonable development of the subdivision,lot,or lots in conformity with the other requirements of these regulations,that a half street is necessary for a reasonable and orderly street system,and that it will be practical to require the dedication of the other half when the adjoining property is platted. 2. Half streets and related infrastructure,including but not limited to,water,wastewater and storm water drainage infrastructure,shall contain a minimum of two travel lanes and be constructed in accordance with the construction standards contained in this Unified Development Code and the Urban Transportation Plan. (UDC Section 8.2.1E Half streets) 3. The City may accept cash in lieu of construction of a half street or cash in lieu of both a half street and either or both of its related water and sanitary sewer infrastructure improvements if the Planning Commission has approved the plat containing the half street. (UDC Section 8.1.13 Cash in Lieu of Construction of Half Streets) Wastewater Construction Waivers and Fee Exemptions Wastewater—Every lot within a proposed subdivision shall be provided with access to an approved wastewater collection and treatment system of sufficient capacity as determined by adopted City wastewater standards and master plans.Requests for a waiver from these requirements shall be submitted in accordance with 3.8.3.D waivers, UDC When any subdivision is planned that is not reasonably accessible to a public wastewater facility of sufficient capacity as determined by adopted.City wastewater standards, it shall provide for the use of an individual aerobic system,wastewater treatment plant,or interim service.Reasonably accessible is defined as follows: i. Master plan facilities including trunk mains and lift stations currently exist in the designated service area in which the development is to occur,and such facilities can be extended to provide service to the development in accordance with Subsection 8.2.7.A of this Code;or Master plan facilities will be built concurrently with the development in accordance with Subsection 8.2.7.A of the Unified Development Code;and ii. Collection Lines of adequate capacity to service the proposed development are within 1,000 feet of the subdivision and can be extended. (UDC Section 8.2.7 Wastewater) https:llwww.cctexes.conilsitesldefau ItlfileslFY-2023-Development-Fee-Schedule.pdf.pdf City of Corpus Christi I Form No:4012 Rev.OW023 I Page 2 of 2 7 Exhibit C L Y N N E N G IN EEP ING Stuart A,Lynn,PE N.Mitchell Carrillo,PE �I I CIVILJ STRUCTURAL I WINDSTORM I LAND DEVELOPMENT John D.Merecer,PE Brian M.Kramer,PF January 5,2024 City of Corpus Christi ATTN:Al Raymond,AIA,CBO 2406 Leopard Street Corpus Christi,Texas 78401 Dear Sir: Pursuant to section 8.5.2.G Waivers of the Unified)Development Code(UDC)we request a waiver be granted for the subject plat LONDON RANCH ESTATES. The proposed development is 84.368ac. Wastewater is currently unavailable and the closest wastewater connection is furtherthan 1000ft. The current master wastewater plan provided by Pape Dawson dated July 2023 available on the City of Corpus Website and the proposed master wastewater plan provided by Pape Dawson dated October 2023 both show the subject tract outside the wastewater service area. The site will be served by onsite sewerfacilities on individual single-family lots. Thank you for reviewing our waiver request.Please feel free to call if you require further information or have any questions. Sincerely, Lynn Engineering N.Mitchell Carrillo,PE mitchell.carrillo@lynngroup.com 0 555 N Carancahua St.Ste.1780 Corpus Christi,Texas 78401 (361)806-0400 Lynn Engineering !Cf lynn-engineering.com Texas Registered Engineering Firm F-324 Resolution exempting London Ranch Estates Subdivision, located on County Road 22 between County Road 51 and 49, from payment of wastewater lot or acreage fees under Section 8.5.2.G.1 of the Unified Development Code. WHEREAS, the owner/developer has submitted a written request that the Subdivision be exempt from the payment of wastewater lot or acreage fees; WHEREAS, London Ranch Estates Subdivision, located on County Road 22 between County Road 51 and 49, is not currently served by the City wastewater system; WHEREAS, the City Council finds that the Subdivision is not likely to be served by the City wastewater system within the next 15 years and that the Subdivision should be exempt from the payment of wastewater lot or acreage fees at this time. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. London Ranch Estates Subdivision is exempt from the wastewater lot or acreage fees in accordance with Section 8.5.2.G of the Unified Development Code of the City of Corpus Christi. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary London Ranch Estates Subdivision 22PL1186 Request for Plat Waiver for Wastewater Fee Requirement City Council Meeting June 18, 2024 PC Approved Final Plat (Feb 2023) London Ranch Estates FINALPUTOF cknN� scnc� B.s�rSu�ey�ng i 2 ® IANDON RANCH ESTATES .,..i.T... COUNTY ROADM31$ ILL �... uutrr. _ "uvnc'r. e �� II I II I III II Annexation Map London Ranch Estates C]mw� L _ ... },.,.�...�--.......,1............. 0 00 , Legend N City Limits Annexation Area i UDC 8.5.2.B Wastewater Trust Fund Fee Infrastructure Trust Fund Lot 8 Acreage Fees Lot fee for water infrastructure' $434.39 Acreage fee for water infrastructure* $1,741.19 € Y=!. Lot fee for water infrastructure for single-famiy or duplex' $2M.22 Acreage fee for water infrastructure for sirgle famiy or duplex' $869.99 M „ z ° �•-^ - Surcharge for water infrastructure for single-tamiy or duplex' $294.03 Water distribution line front foot pro rats fee' $12.74 PIIC water tap fee' $500.80 A, — — "j -�� PIIC lot fee for water infrastructure' $580.80 PIIC acreage fee for water infrastructure* $1,452.00 Lot fee for wastewater infrastructure' $476.33 Acreage fee for wastewater infrastructure* $1,900.91 Surcharge for wastewater infrastructure' $335.17 PMN Collection line front foot pro rota fee' $14.74 Wastewater fee exemption for City Council consideration* $660.00 Previous Cases of Wastewater Fee Waivers 2015 Wedgewood Terrace Approved 8 to 1 $15,003.05 2017 Harris Acres Approved 9 to 0 $28,670.75 2017 Holly Industrial Approved 8 to 1 $2,450.76 2020 Morton Meadows Approved 6 to 1, 2 absent $9,463.71 2022 Berlet Addition UDC Amended to admin approval <$50k $1,790.41 UDC 8.5.2.G. : Exemptions Wastewater trust fund fees may be exempted in areas determined to not likely to b by City wastewater services within the next 15 years: •The Director of Development •Planning Commission shall make its recommendation to the City Services may make such Council, which shall make the final determination when the fees of determination whenever the fees the area being exempted are $50,000 or less. of the area being exempted are more than $50,000. 50,sa4.�a London Area Development Plan Land Development&Surrounding Land Uses Zoning District Existing Land Use Future Land Use f --1--i_•?• - �_ Site "OCL" Outside City Limits Vacant No designation Vacant --I - 1,� ®, r-• r I I T , i 8° t (Approved Preliminary I I I North OCL" Outside City Limits Gemini Acres,northwest No designation I Future and Use- I _t - r//%J V / of the site) London t _ \ South "OCL" Outside City Limits Vacant No designation nnl:ee-uae - _Ag-tit.rRpral rr �- j— ;�///� Vacant Enterprise i _J_. ----1ril- ±�, East "OCL" Outside City Limits (Approved Charlotte No designation I Mcommerplal -- -- - -4__ - I I f M�"ernmen, ��"'; Est.) West "OCL" Outside City Limits Vacant No designation Light ho-H.1Rea lneusNal ; i -- L Plat Status:The subject property is the site of the proposed London Ranch Estates `°w-°rwi,yRe:itlengal -� I I r I � Subdivision,whose preliminary and final plats were conditionally approved by Planning Mop„m Donsily Sng'a Commission on December 14,2022 and February 22,2023,pending annexation and Pamly R""d"nr �KgnDeneyReseen°a rezoning. r aneppna pn I I I � Military Compatibility Area Overlay District(MCAOD,Effective August 22,2022):None. .� Pennanen10pen Space —_ —I---i-- � T-- "'�'�� Code Violations:None. /E�^nPancpne>arpn - ,/tr-r- walar ery Milo Fr\ o Roadway L_-JI i _ —�--ropp tl Roadway L.hd.h Cou cnnsu City cur no designation #no future Note:A mmpreNensive plan sNallnot ^'{--l-- I --�--I--I ;--® - --!--�--a �,_J.,�� `"= land use, just means this pop:gwlo wniq regmagops or bhohiningelsnauneans. {I__r__r; _- � � I wasn't included in the scope of the city plan Catalle tu Gree—vod rotaoan Broadway Crr sn G tu d$ 'Sq^�'� r. '• Greenwooe W 2 �= r London W R 12 i1�et London,ad,e 0 -1e LONDON Lin Station Prato Flow Summary 10pmM B(0 .. Current f0-Year llMimate Wrnti Pohl Oroaei 400 on 6905 C Lond Earl 100 11315 C 15 in 1 C t I LS to Onto(rnttimatrd) 500 650 700 TOTAL 600 1658 21920 a oeu call ca. � U London D 0- Londonistobeapartof Greenwoodand Oso 0 00 Will R U pump to the Greenwood WWTPalong with the Station ,_ U) 0 N > l_egcm � F Eaisen0 GnmN Ppm(IWW,r g London 2021 Model)London AT Future Land LKe Q U <=12' COM C 15'-24' FPC —2T-36• r nmmt C >%' ImtRuoaul 0 ,lOn„ I.—%.Lit StMlaris Resdenbal 3� J Fubae F—Win Maed Use C."Rpa Under ConO oon PEnnnlle*OOrn5Wa ,. ........ ._. ,. 7 ['.away Man M TmeP«fnoon ®AICl/L WATER Cordon ptebmmry water braes Wa Water Treatment Plant ve O wwP Service Arm - 15 in 21"I 0 1.-9M 3.OW 6,000aot Feel S.0 Staff Recommendation Staff recommends approval of the waiver from the wastewater trust fund fee requirement. City Council may choose to follow or decline Staff's recommendation, and Planning Commission may approve, approve with conditions, or deny the waiver request. se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of June 18, 2024 ss52 Second Reading for the City Council Meeting of June 25, 2024 DATE: April 23, 2024 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health FauziaKCa)-cctexas.com 361-826-7202 Acceptance of the Immunization/Locals Grant and Grant Program Income in the amount of$261,637.00, and appropriation of the funds for the contract period September 1, 2024, through August 31, 2025 CAPTION: Ordinance appropriating $241,637.00 in the Health Grant Fund for an increase in the Immunization/Locals (IMM/LOCALS) Grant from the Department of State Health Services (DSHS) to operate an immunization program for children, adolescents, and adults, to include COVID 19 vaccines when requested by patients, utilizing four existing grant positions for the period September 1, 2024,through August 31, 2025; and appropriating related program income in the estimated amount of$20,000.00 in the Health Grants Fund. SUMMARY: The purpose of this grant is to prevent and control the transmission of vaccine-preventable diseases in children and adults, with an emphasis on accelerating strategic interventions to improve vaccination coverage levels. The grant funds 100% of four positions of the Immunization Program including the Program Manager and three Public Health technicians. The grant is estimated to generate income in the amount of $20,000 for the Immunizations Program during the period of September 1, 2024, through August 31, 2025. BACKGROUND AND FINDINGS: Texas Department of State Health Services (DSHS) is allocating $241,637.00 in the Health Grant Fund to implement and operate an immunization program servicing children, adolescents, and adults. This award will provide funding for personnel costs, and immunizations to eligible children, adolescents, and adults. To date, the total contract amount for this grant is $483,274.00. This grant funds four positions that will support daily operations. The Program Manager directs the operations of the Immunization Clinic, prepares, and manages department budget, supervises staff, and manages staff to meet the grant requirements. The Public Health technicians provide administrative support to conduct Immunization clinic operations, oversee the TVFC/ASN program with local providers, obtain required documentation for storage and handling of vaccines, review, and process vaccine orders, and provide education and assistance to local providers. ALTERNATIVES: Refuse the grant and discontinue providing immunizations to children, adolescents, and adults. The Corpus Christi-Nueces County Public Health District does not recommend this alternative as this grant has been awarded to the Public Health District to aid in the delivery of immunization services to the community for more than 10 years. FISCAL IMPACT: No fiscal impact to general fund. The grant does not require a cash or in-kind match by the City. COMMENTS: Acceptance of Immunizations Grant ensures that the Corpus Christi-Nueces County Public Health District continues to provide immunization services with the grant amount of $241,637.00, in addition to the estimated Immunization program income of$20,000 for a total of$261,637.00. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 830125F, 830125L Department: 102 Provide & Manage Medical Clinics Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract No. HHS001331300011 Presentation Ordinance appropriating $241,637.00 in the Health Grant Fund for an increase in the Immunization/Locals (IMM/LOCALS) Grant from the Department of State Health Services (DSHS) to operate an immunization program for children, adolescents, and adults utilizing four grant positions for the period September 1, 2024, through August 31, 2025; and appropriating related program income in the estimated amount of $20,000.00 in the Health Grants Fund. 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 $241,637.00 for Contract No. HHS001331300011 to operate an immunization program for children, adolescents, and adults, with special emphasis on accelerating interventions to improve the immunization coverage of children three (3) years of age or younger. for fiscal year 2025. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Funds in the amount of $241 ,637.00 is appropriated in the No. 1066 Health Grants Fund to operate an immunization program for children, adolescents, and adults, with special emphasis on accelerating interventions to improve the immunization coverage of children three (3) years of age or younger. for fiscal year 2025. SECTION 2. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 vTEAS Texas Department of State Health Services �. Health and Hurnan Services Jennifer A.Shuford,M.D.,M.P.H. Commissioner Dr. Fauzia Khan, MBBS, MPH, CPM Director of Public Health Corpus Christi-Nueces County Public Health District (City) 1702 Horne Road Corpus Christi, Texas 78416 Subject: IMM/LOCALS Contract Number: HHS001331300011, Amendment No. 1 Contract Amount: $483,274.00 Contract Term: September 1, 2023, through August 31, 2025 Dear Dr. Khan: Enclosed is Amendment No. 1 to the IMM/LOCALS contract between the Department of State Health Services and Corpus Christi-Nueces County Public Health District (City). The purpose of this contract is to prevent and control the transmission of vaccine- preventable diseases in children and adults, with emphasis on accelerating strategic interventions to improve their vaccine coverage levels. This amendment increases the contract by $241,637.00, extends the end of the contract term to August 31, 2025, and revises certain attachments to the contract. Please let me know if you have any questions or need additional information. Sincerely, Michelle Hilscher, CTCM Contract Manager (512) 776-6550 dshsimmunizationcontracts(&dshs.texas.gov P.O. Box 149347 • Austin, Texas 78714-9347 • Phone:888-963-7111 • TTY: 800-735-2989 • dshs.texas.gov DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS001331300011 AMENDMENT NO. 1 The DEPARTMENT OF STATE HEALTH SERVICES ("DSHS" or "System Agency") and CoRPus CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) ("Grantee"), Parties to that certain Immunization/Locals Grant Program Contract, effective September 1, 2023, and denominated DSHS Contract No. HHS001331300011 (the Contract),now want to amend the Contract. WHEREAS, DSHS wants to exercise its option to extend the Contract term for an additional year, representing the first of four extension options ("First Extension Option"); WHEREAS, DSHS wants to add funds to the Contract to pay for services provided during the extended term; and WHEREAS,DSHS wants to revise the Statement of Work and replace Attachments C and D. Now,THEREFORE, the Parties agree as follows: l. The Contract is extended in accordance with SECTION III,DURATION, of the Contract for an additional year. The First Extension Option shall begin on September 1, 2024 and ends on August 31, 2025, unless terminated sooner. 2. SECTION V, BUDGET AND INDIRECT COST RATE, of the Contract is amended to increase funding in the amount of$241,637.00 for State Fiscal Year 2025 ("FY 2025"). The total not-to-exceed amount of this Contract is increased to $483,274.00. All expenditures of the additional funds must conform with ATTACHMENT B-1,FY 2025 BUDGET. 3. ATTACHMENT A, STATEMENT OF WORK, of the Contract is deleted in its entirety and replaced with ATTACHMENT A-1,FY 2025 STATEMENT OF WORK. 4. ATTACHMENT B, BUDGET, of the Contract is supplemented with the addition of ATTACHMENT B-1,FY 2025 BUDGET. 5. ATTACHMENT C, HHS CONTRACT AFFIRMATIONS v. 2.2 (MAY 2022), is deleted in its entirety and replaced with ATTACHMENT C-1, HHS CONTRACT AFFIRMATIONS v. 2.3 (AUGUST 2023)which is attached to this Amendment and incorporated and made part of the Contract for all purposes. 6. ATTACHMENT D,HHS UNIFORM TERMS AND CONDITIONS—GRANT v. 3.2 (July 2022) is deleted in its entirety and replaced with ATTACHMENT D-1, HHS UNIFORM TERMS AND CONDITIONS-GRANT v. 3.3 (NOVEMBER 2023),which is attached to this Amendment and incorporated and made part of the Contract for all purposes. DSHS Contract No.HHS001331300011 Page 1 of 9 Amendment 1 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 7. ATTACHMENT J-1, FISCAL FEDERAL FUNDING AND ACCOUNTABILITY ACT (FFATA) CERTIFICATION FORM,is attached to this Amendment and incorporated into the Contract for all purposes. 8. This Amendment shall be effective September 1, 2024. 9. Except as modified by this Amendment, all terms and conditions of the Contract, as amended, shall remain in full force and effect. 10. Any further revisions to the Contract shall be by written agreement of the Parties. SIGNATURE PAGE FOLLOWS DSHS Contract No.HHS001331300011 Page 2 of 9 Amendment 1 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 SIGNATURE PAGE FOR AMENDMENT No.1 DSHS CONTRACT No. HHS001331300011 DEPARTMENT OF STATE HEALTH CORPUS CHRISTI-NUECES COUNTY PUBLIC SERVICES HEALTH DISTRICT(CITY) By: By: Dr.Fauzia Khan Name: Name: Title: Title: Director of Public Health Date of Signature: Date of Signature THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AMENDMENT AND THEIR TERMS ARE INCORPORATED INTO THE CONTRACT BY REFERENCE: ATTACHMENT A-1 -FY 2025 STATEMENT OF WORK ATTACHMENT B-1 -FY 2025 BUDGET ATTACHMENT C-1 -HHS CONTRACT AFFIRMATIONS V.2.3(AUGUST 2023) ATTACHMENT D-1- HHS UNIFORM TERMS AND CONDITIONS-GRANT V. 3.3 (NOVEMBER 2023) ATTACHMENT J-1 - FISCAL FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA)CERTIFICATION FORM ATTACHMENTS FOLLOW DSHS Contract No.HHS001331300011 Page 3 of 9 Amendment 1 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 ATTACHMENT A-1 FY 2025 STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee shall: A. Implement and operate an immunization program for children, adolescents, and adults, with special emphasis on accelerating interventions to improve the immunization coverage of children three (3) years of age or younger (birth to 35 months of age). Grantee shall incorporate traditional and non-traditional systematic approaches designed to eliminate barriers, expand immunization capacity, and establish uniform operating policies, as described herein. B. Be enrolled as a provider in the Texas Vaccines for Children (TVFC) and the Adult Safety Net (ASN) Programs by the effective date of this Contract. This includes a signed Deputization Addendum Form (EF]1-13999). C. Maintain staffing levels to meet required activities of the Contract and ensure staff funded by this Contract attend required training. D. Report all notifiable conditions as specified in Texas Administrative Code (TAC) Title 25, Part I §§ 97.1-97.6, as amended, and as otherwise required by law. E. Report all vaccine adverse event occurrences in accordance with the 1986 National Childhood Vaccine Injury Act (NCVIA) 42 U.S.C. § 300aa-25 (located at http://vaers.hhs.gov/or 1-800-822-7967, as amended. F. Sustain a network of TVFC/ASN providers to administer vaccines to program-eligible populations by conducting the following activities: 1. Ensuring New Provider Checklist is completed; 2. Conducting quality assurance reviews; 3. Ensuring annual influenza pre-book survey is completed; 4. Conducting compliance site visits; 5. Conducting unannounced storage and handling visits; and 6. Ensuring providers adhere to the vaccine borrowing procedure. G. Participate in audits and assessments through the following activities: 1. Completing and submitting through Child Health Reporting System(CHRS)all audits and assessments conducted on childcare facilities and Head Start Centers; 2. Completing audits, assessments and retrospective surveys of public and private schools; DSHS Contract No.HHS001331300011 Page 4 of 9 Amendment 1 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 3. Reviewing monthly reports to ensure data quality; 4. Reviewing the monthly Provider Activity Reports; 5. Reviewing the quarterly Consent Accepted Rate Evaluations; and 6. Conducting quality improvement assessments of Texas Immunization Registry organizations. H. Provide education and outreach activities regarding vaccines and vaccine-preventable diseases, Texas Immunization Registry, and TVFC and ASN Programs to the following: 1. American Indian Tribes; 2. Schools and childcare facilities; 3. Healthcare workers; and 4. Community and general public. L Not deny vaccinations to recipients because they do not reside within Grantee's jurisdiction or because of an inability to pay an administration fee. J. Be responsible for identification and case management of all hepatitis B surface antigen (HBsAg)-positive pregnant women. Grantee shall ensure timely newborn post- exposure prophylaxis (PEP) with hepatitis B vaccine and hepatitis B immune globulin (HBIG), timely completion of doses two and three of hepatitis B vaccine, and timely completion of post-vaccination serologic testing (PVST). K. Be responsible for assessing and/or auditing coverage rates and/or compliance with vaccine requirements at assigned schools and childcare facilities in accordance with the Population Assessment Manual,which is distributed annually from DSHS. L. Transfer(which may include shipping)overstocked vaccines and vaccines approaching expiration to alternate providers for immediate use when instructed to do so by the DSHS Public Health Region (PHR) Immunization Program Manager to avoid vaccine waste. Grantee is responsible for covering the cost to ship overstocked vaccines and vaccines approaching expiration. M. Receive written approval from DSHS before varying from applicable policies, procedures, protocols, and/or work plans, and must update and disseminate its implementation documentation to its staff involved in activities under this Contract within forty-eight(48)hours of making approved changes. N. Review monthly Contract funding expenditures and salary savings from any Contract- paid staff vacancies and revise spending plan to ensure that all funds will be properly expended under this Contract before the end of the Contract term. O. Submit out-of-state travel requests to the Immunization Section for approval when utilizing Contract funds or program income. DSHS Contract No.HHS001331300011 Page 5 of 9 Amendment 1 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 II. REPORTING REQUIREMENTS Grantee shall: A. Report the number of doses administered to underinsured children monthly, as directed by DSHS. B. Report the number of unduplicated underinsured clients served, as directed by DSHS. C. Complete and submit Immunization Inter-Local Agreement(ILA) Quarterly Report form, utilizing the format provided by the DSHS Immunization Section and available at hitps://dshs.texas.gov/immunize/lhd.shtm by the report due date. If the due date falls on a weekend or state approved holiday, the report is due the next business day. Report Type Reporting Period Report Due Date Programmatic 09/01/2024 to 11/30/2024 12/31/2024 Programmatic 12/01/2024 to 02/28/2025 03/31/2025 Programmatic 03/01/2025 to 05/31/2025 06/30/2025 Programmatic 06/01/2025 to 08/31/2025 09/30/2025 Submit quarterly reports electronically through an online tool according to the timeframes stated above. DSHS Immunization Section will provide instructions at the beginning of each state fiscal year through CMS. Supplemental report documents (PEAR and AFIX reports, vacancy letters, etc.) should be sent to dshsimmunizationcontracts(2dshs.texas.gov. D. Submit the Financial Status Report(FSR-269A)biannually as outlined below. Grantee shall email the Financial Status Report (FSR-269A)to the following email address: FSR rg antsgdshs.texas.gov. Period Covered Due Date September 1, 2024—February 28, 2025 March 31, 2025 March 1, 2025 - August 31, 2025 September 30, 2025 E. Maintain an inventory of equipment, supplies defined as Controlled Assets, and real property. Submit an annual cumulative report of the equipment and other property on HHS System Agency Grantee's Property Inventory Report to the designated DSHS Contract Manager and fsoequip(2dshs.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, DSHS Contract No.HHS001331300011 Page 6 of 9 Amendment 1 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 medical and laboratory equipment, and media equipment. Controlled Assets are considered Supplies. F. Provide written notification of budget transfers by submission of a revised Categorical Budget Form to the designated DSHS Contract Manager, highlighting the areas affected by the budget transfer. Grantee is advised as follows: 1. 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; and 2. After review, the designated DSHS Contract Manager shall provide notification of acceptance to Grantee via email, upon receipt of which, the revised budget shall be incorporated into the Contract. 3. Grantee's budget revision is not authorized, and funds cannot be utilized until the contract amendment is executed. III. RULES Grantee shall: A. Provide services in accordance with all applicable federal and state laws, rules, regulations, standards and guidelines, as amended, including, but not limited to, the following: 1. Written policies and procedures provided by DSHS in managing vaccines supplied through the ASN and TVFC Programs, including guidelines for proper storage, handling, and safeguarding of vaccines in the event of natural disaster; 2. DSHS Immunization updated guidance according to the FY2024 Contractors Guide, located at: https://www.dshs.texas.gov/immunize/Responsible-Entities/Contract- Mana eg ment/; 3. Texas Health and Safety Code § 1001.089 and maintain the confidentiality of any public health data obtained through provision of essential public health services as those services are defined in Texas Health and Safety Code §121.002; and 4. Those terms and conditions set forth in ATTACHMENT E,DATA USE AGREEMENT. IV. PERFORMANCE MEASURES System Agency will monitor the Grantee's performance of the requirements in this ATTACHMENT A-1 and compliance with the Contract's terms and conditions. V. INVOICE AND PAYMENT DSHS Contract No.HHS001331300011 Page 7 of 9 Amendment 1 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 Grantee shall request monthly payments by the 30t1i day following the service month using the State of Texas Purchase Voucher (Form B-13) located at http://www.dshs.texas.gov/grants/fonns.shtm. System Agency will issue reimbursement payments to Grantees on a monthly basis for reported actual cash disbursements which are supported by adequate documentation. 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 30 days following the end of the Contract term. Invoices received more than 30 days after the end of the Contract term are subject to denial of payment. Grantee shall electronically submit all invoices with supporting documentation to: invoiceskdshs.texas.gov and CMSinvoicesgdshs.texas.gov with a copy to the assigned DSHS Contract Representative identified in the Signature Document. A. At a minimum,voucher should include: 1. Grantee name, address, email address, vendor identification number, and telephone number; 2. DSHS Contract or Purchase Order number; 3. Dates services were completed and/or products were delivered; 4. The total invoice amount; and 5. Any additional supporting documentation which is required by the Statement of Work or as requested by DSHS. 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. DSHS will pay Grantee monthly on a cost reimbursement basis and in accordance with ATTACHMENT B-1,FY 2025 BUDGET,of this Contract. DSHS will reimburse Grantee only for allowable and reported expenses incurred within the grant term. DSHS Contract No.HHS001331300011 Page 8 of 9 Amendment 1 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 ATTACHMENT B-I FY 2025 BUDGET Budget for FY 2025 Budget Categories September 1, 2024 - August 31, 2025 Personnel $168,977.00 Fringe $72,660.00 Travel $0.00 Equipment $0.00 Supplies $0.00 Contractual $0.00 Other $0.00 Total Direct $241,637.00 Indirect $0.00 Total $241,637.00 Remainder of page intentionally left blank DSHS Contract No.HHS001331300011 Page 9 of 9 Amendment 1 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 HEALTH AND HUMAN SERVICES Contract Number HHS001331300011 Attachment C1 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.2.3 Effective August 2023 Page 1 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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 parry 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.2.3 Effective August 2023 Page 2 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 12. Child Support Obligation Under Section 231.006(d) of the Texas Family Code regarding child support, Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 231.006(f). 13. Suspension and Debarment Contractor certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management (SAKI)maintained by the General Services Administration. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Contractor's subcontracts, if any, if payment in whole or in part is from federal funds. 14. Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, "published by the United States Department of the Treasury, Office of Foreign Assets Control.' 15. Foreign Terrorist Organizations Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code. 16. Executive Head of a State Agency In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Contractor certifies that it is not(1) the executive head of an HHS agency, (2) a person who at any time during the four years before the date of this Contract was the executive head of an HHS agency, or(3) a person who employs a current or former executive head of an HHS agency. 17. Human Trafficking Prohibition Under Section 2155.0061 of the Texas Government Code, Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 3 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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.2.3 Effective August 2023 Page 4 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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/ Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 5 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 All reports made to the OIG must be made through one of the following avenues: • 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.2.3 Effective August 2023 Page 6 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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.2.3 Effective August 2023 Page 7 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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.2.3 Effective August 2023 Page 8 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 39. Gender Transitioning and Gender Reassignment Procedures and Treatments for Certain Children—Prohibited Use of Public Money; Prohibited State Health Plan Reimbursement. Contractor understands, acknowledges, and agrees that,pursuant to Section 161.704 of the Texas Health and Safety Code (eff. Sept. 1, 2023),public money may not directly or indirectly be used, granted,paid, or distributed to any health care provider, medical school, hospital, physician, or any other entity, organization, or individual that provides or facilitates the provision of a procedure or treatment to a child that is prohibited under Section 161.702 of the Texas Health and Safety Code. Contractor also understands, acknowledges, and agrees that,pursuant to Section 161.705 of the Texas Health and Safety Code (eff. Sept. 1, 2023), HHSC may not provide Medicaid reimbursement and the child health plan program established under Chapter 62 may not provide reimbursement to a physician or health care provider for provision of a procedure or treatment to a child that is prohibited under Section 161.702 of the Texas Health and Safety Code. Contractor certifies that it is not ineligible to contract with System Agency under the terms of Chapter 161, Subchapter X, of the Texas Health and Safety Code. 40. 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. 41. 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. 42. COVID-19 Vaccinations Contractor understands, acknowledges, and agrees that,pursuant to Article 11 of the General Appropriations Act, none of the General Revenue Funds appropriated to the Department of State Health Services (DSHS)may be used for the purpose of promoting or advertising COVID-19 vaccinations in the 2024-25 biennium. It is also the intent of the legislature that to the extent allowed by federal law, any federal funds allocated to DSHS shall be expended for activities other than promoting or advertising COVID-19 vaccinations. 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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 9 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 43. Entities that Boycott Energy Companies In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S.,pursuant to Section 2274.002 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595,Acts 2023, 88th Leg., R.S.) 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 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) 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. 44. 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. 45. 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. 46. 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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 10 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 47. 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) (eff. Apr. 1, 2025, Section 544.0106, pursuant to House Bill 4611, Acts 2023, 88th Leg., R.S.) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 48. 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. 49. Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (eff. Sept. 1, 2023, Section 2275.0102(a)(1),pursuant to House Bill 4595,Acts 2023, 88th Leg., R.S.) (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 (eff. Sept. 1, 2023, Section 2275.0102, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.), 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 (eff. Sept. 1, 2023, Section 2275.0103, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.), or(2)headquartered in any of those countries. 50. 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 access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business & Commerce Code, in this state. 51. 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. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 11 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 52. 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. 53. 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. 54. 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. 55. 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. 56. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. 57. 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). Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 12 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 58. 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.2.3 Effective August 2023 Page 13 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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 Dr.Fauzia Khan Director of Public Health 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.2.3 Effective August 2023 Page 14 of 14 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 TEXAS Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.3 Published and Effective — November 2023 Responsible Office: Chief Counsel HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 1 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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 3.3 Effective November 2023 Page 2 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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 ................................................................... 8 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......................................................................................... 9 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.................. 10 4.1 ALLOWABLE COSTS............................................................................................ 10 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 1 1 ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS.......... 12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 12 5.3 FEDERAL ASSURANCES....................................................................................... 12 5.4 FEDERAL CERTIFICATIONS ................................................................................ 12 5.5 STATE ASSURANCES............................................................................................ 12 ARTICLE VI. INTELLECTUAL PROPERTY........................................................................ 13 6.1 OWNERSHIP OF WORK PRODUCT....................................................................... 13 6.2 GRANTEE'S PRE-EXISTING WORKS................................................................... 13 6.3 THIRD PARTY IP................................................................................................. 14 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 3 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS ............................... 14 6.5 DELIVERY UPON TERMINATION OR EXPIRATION.............................................. 14 6.6 SURVIVAL............................................................................................................ 14 6.7 SYSTEM AGENCY DATA...................................................................................... 14 ARTICLE VII. PROPERTY................................................................................................ 15 7.1 USE OF STATE PROPERTY................................................................................... 15 7.2 DAMAGE TO STATE PROPERTY.......................................................................... 15 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT....... 15 7.4 EQUIPMENT AND PROPERTY............................................................................... 16 ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY........................ 16 8.1 RECORD MAINTENANCE AND RETENTION......................................................... 16 8.2 AGENCY'S RIGHT TO AUDIT............................................................................... 17 8.3 RESPONSEXOMPLIANCE WITH AUDIT OR INSPECTION FINDINGS ................... 17 8.4 STATE AUDITOR'S RIGHT TO AUDIT.................................................................. 18 8.5 CONFIDENTIALITY.............................................................................................. 18 ARTICLE IX. GRANT REMEDIES,TERMINATION AND PROHIBITED ACTIVITIES.......... 18 9.1 REMEDIES............................................................................................................ 18 9.2 TERMINATION FOR CONVENIENCE .................................................................... 19 9.3 TERMINATION FOR CAUSE ................................................................................. 19 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS.... 19 9.5 INHERENTLY RELIGIOUS ACTIVITIES................................................................ 20 9.6 POLITICAL ACTIVITIES....................................................................................... 20 ARTICLEX. INDEMNITY..................................................................................................20 10.1 GENERAL INDEMNITY......................................................................................... 20 10.2 INTELLECTUAL PROPERTY................................................................................. 21 10.3 ADDITIONAL INDEMNITY PROVISIONS............................................................... 21 ARTICLE XI. GENERAL PROVISIONS...............................................................................21 11.1 AMENDMENTS..................................................................................................... 21 11.2 NO QUANTITY GUARANTEES.............................................................................. 21 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS..........................................................................22 11.5 INSURANCE AND BONDS...................................................................................... 22 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 4 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 11.6 LIMITATION ON AUTHORITY.............................................................................. 23 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS............................................ 23 11.8 SUBCONTRACTORS.............................................................................................. 23 11.9 PERMITTING AND LICENSURE ............................................................................ 23 11.10 INDEPENDENT CONTRACTOR ............................................................................. 24 11.11 GOVERNING LAW AND VENUE ........................................................................... 24 11.12 SEVERABILITY.....................................................................................................24 11.13 SURVIVABILITY................................................................................................... 24 11.14 FORCE MAJEURE ................................................................................................ 24 11.15 NO IMPLIED WAIVER OF PROVISIONS ............................................................... 25 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 25 11.17 MEDIA RELEASES ............................................................................................... 25 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS ............................................. 25 11.19 SOVEREIGN IMMUNITY....................................................................................... 25 11.20 ENTIRE CONTRACT AND MODIFICATION........................................................... 26 11.21 COUNTERPARTS.................................................................................................. 26 11.22 PROPER AUTHORITY........................................................................................... 26 11.23 E-VERIFY PROGRAM .......................................................................................... 26 11.24 CIVIL RIGHTS...................................................................................................... 26 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS ................................. 27 11.26 DISCLOSURE OF LITIGATION.............................................................................. 27 11.27 NO THIRD PARTY BENEFICIARIES ..................................................................... 28 11.28 BINDING EFFECT................................................................................................. 28 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 5 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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 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. "Pam"means either the System Agency or Grantee, individually. "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 6 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 "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' website relative to travel reimbursements under this Contract, if any. "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 (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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 7 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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." L 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. 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: htt2s://fmx.cl2a.texas.gov/fmx/travel/textravel/ HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 8 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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. 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 9 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 ARTICLE III. STATE AND FEDERAL FUNDING 3.1 EXCESS OBLIGATIONS PROHIBITED This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change,revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination or cancellation, and System Agency will not be required to give prior notice. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination. 3.2 NO DEBT AGAINST THE STATE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBTS AND DELINQUENCIES Grantee agrees that any payments due under the Grant Agreement shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including,but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support during the entirety of the Grant Agreement term. 3.4 REFUNDS AND OVERPAYMENTS A. At its sole discretion, the System Agency may (i) withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s)is not submitted by the due date(s); or(ii)require Grantee to promptly refund or credit-within thirty (30) calendar days of written notice— to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement. B. "Overpayments" as used in this Section include payments (i)made by the System 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 10 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 criteria for Allowable Costs. Additional federal requirements apply if this Grant Agreement is funded, in whole or in part, with federal funds. B. System Agency will reimburse Grantee for actual,allowable, and allocable costs incurred by Grantee in performing the Project, provided the costs are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Grant Agreement. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup) from remaining funds available under this Grant Agreement in amounts necessary to fulfill Grantee's repayment obligations. Grantee and all payments received by Grantee under this Grant Agreement are subject to applicable cost principles, audit requirements, and administrative requirements including applicable provisions under 2 CFR 200, 48 CFR Part 31, and TxGMS. C. OMB Circulars will be applied with the modifications prescribed by TxGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.2 AUDITS AND FINANCIAL STATEMENTS A. Audits i. Grantee understands and agrees that Grantee is subject to any and all applicable audit requirements found in state or federal law or regulation or added by this Grant Agreement ii. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee maybe subject to sanctions and remedies for non-compliance. iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000)in federal funds awarded, Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 11 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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 reportkhhsc.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 htt2s:Hhhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit reportkhhsc.state.tx.us. ARTICLE V. WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement; and all deliverables shall be fit for ordinary use,of good quality, and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement,the System Agency may require Grantee, at its sole expense,to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith,require Grantee to accept the return of such work; and, iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 12 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT A. All right, title, and interest in the Work Product, including all Intellectual Property Rights therein,is exclusively owned by System Agency.Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. B. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a"work made for hire"under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns,the entire right,title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income,royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past,present or future infringement based on the copyrights,and in and to all rights corresponding to the foregoing. C. Grantee agrees to execute all papers and to perform such other acts as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. D. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty-free, transferable, irrevocable, and perpetual license,with the right to 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 13 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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 parry's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. 6.5 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agency's request, Grantee shall deliver to System Agency all completed, or 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 14 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 System Agency's designated vendors, as directed in writing by System Agency. The foregoing shall be at no cost to System Agency. E. Furthermore, the proprietary nature of Grantee's systems that process, store, collect, and/or transmit the System Agency Data shall not excuse Grantee's performance of its obligations hereunder. ARTICLE VII. PROPERTY 7.1 USE OF STATE PROPERTY A. Grantee is prohibited from using State Property for any purpose other than performing Services authorized under the Grant Agreement. B. State Property includes, but is not limited to, System Agency's office space, identification badges, System Agency information technology equipment and networks (e.g., laptops,portable printers, cell phones, iPads or tablets, external hard drives, data storage devices, any System Agency-issued software, and the System Agency Virtual Private Network(VPN client)), and any other resources of System Agency. C. Grantee shall not remove State Property from the continental United States. In addition, Grantee may not use any computing device to access System Agency's network or e- mail while outside of the continental United States. D. Grantee shall not perform any maintenance services on State Property unless the Grant Agreement expressly authorizes such Services. 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 15 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 7.4 EQUIPMENT AND PROPERTY A The Grantee must ensure equipment with a per-unit cost of$5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment,whether acquired in part or whole with grant funds, until disposition occurs. B. When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement,use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D. Controlled Assets include firearms, regardless of the acquisition cost, and the following 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 all information required to determine compliance with the terms and conditions of this Grant Agreement and all state and federal rules, regulations, and statutes. Grantee shall ensure these same requirements are included in all subcontracts. 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. Grantee shall ensure these same requirements are included in all subcontracts. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 16 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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. Grantee shall ensure these same requirements are included in all subcontracts. 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. Grantee shall permit the System Agency or any of its duly authorized federal, state, or local authorities unrestricted access to and the right to examine all external contracts and or pricing models or methodologies related to the Grant Agreement. Grantee shall ensure these same requirements are included in all subcontracts. If the Grant Agreement includes federal funds, federal agencies that shall have a right of access to records as described in this section include: the federal agency providing the funds,the Comptroller General of the United States,the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that shall have a right of access to records as described in this section include: the System Agency, HHS's contracted examiners, the State Auditor's Office, the Office of the Texas Attorney General, and any successor agencies. Each of these entities may be a duly authorized authority. C. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of oversight, including, but not limited to, reviews, inspections, audits and investigations, 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 and payments related to the Grant Agreement, including those related to a Subcontractor. E. Grantee shall include the System Agency's and any of its duly authorized representatives', as well as duly authorized federal, state, or local authorities, unrestricted 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, inspection or investigation 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 17 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 C. Grantee shall include the requirement to provide to System Agency (and any of its duly authorized federal, state, or local authorities)internal audit reports related to this Grant Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall enforce this requirement against its Subcontractor. Further, Grantee shall include in any Subcontract it awards a requirement that all Subcontractor Subcontracts must also include these provisions. 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. Grantee shall ensure the authority to audit funds received indirectly by subcontractors through the contract and the requirement to cooperate is included in any subcontract it awards. 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 Article VIII will survive termination or expiration of this Grant Agreement. Further, the obligations of Grantee under this Article VIII will survive termination or expiration of this Grant Agreement. This requirement must be included in all subcontracts awarded by Grantee. ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REMEDIES A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 18 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 obtained; ix. withholding release of new grant agreements; and x. imposing any other remedies, sanctions or penalties authorized under this Grant Agreement or permitted by federal or state statute, law,regulation or rule. B. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended. C. No action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as a waiver of any other rights or remedies available to System Agency under the Grant Agreement or pursuant to law. Additionally,no action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended or after termination. 9.2 TERMINATION FOR CONVENIENCE The System Agency may terminate the Grant Agreement, in whole or in part, at any time when,in its sole discretion,the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in the System Agency's notice of termination. 9.3 TERMINATION FOR CAUSE A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Grant Agreement, in whole or in part,upon either of the following conditions: i. Material Breach The System Agency may terminate the Grant Agreement, in whole or in part, if the System Agency determines, in its sole discretion, that Grantee has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, whether or not such violation prevents or substantially impairs performance of Grantee's duties under the Grant Agreement. Grantee's misrepresentation in any aspect including, but not limited to, of Grantee's Solicitation Application, if any, or Grantee's 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 19 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities; however,these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. C. Grant funds may not be used to employ, in any capacity, a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant funds cannot be used to pay membership dues to an organization that partially or wholly pays the salary of a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 20 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 AGREEMENT. 10.2 INTELLECTUAL PROPERTY GRANTEE SHALL DEFEND,INDEMNIFY,AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS,VIOLATIONS,MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT,TRADEMARK, COPYRIGHT,TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY,PUBLICITY OR PRIVACY RIGHTS,AND/OR IN CONNECTION WITH OR ARISING FROM: i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER;AND/OR R SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEMNITY PROVISIONS A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 21 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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. 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 22 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 11.6 LIMITATION ON AUTHORITY A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority,power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas 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. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 23 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-parry service providers shall serve as independent contractors in providing the services under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party's behalf. The Grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits,unemployment insurance benefits, or employee benefits of any kind. The Grant Agreement shall not create any joint venture, partnership, agency, or employment relationship between Grantee and System Agency. 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 3.3 Effective November 2023 Page 24 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 25 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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 extentpossible. 11.21 COUNTERPARTS This Grant Agreement may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Grant Agreement. 11.22 PROPER AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. 11.23 E-VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: A. all persons employed to perform duties within Texas during the term of the Grant Agreement; and B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Grant Agreement within the United States of America. 11.24 CIVIL RIGHTS A. Grantee agrees to comply with state and federal anti-discrimination laws, including: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and vii. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Grant Agreement. B. Grantee agrees to comply with all amendments to the above-referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability,political beliefs, or religion,be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15,prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 26 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing,in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. D. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: https://hhs.texas.gov/about-hhs/vour-rights/civil-ri ghts-office/civil-ri ghts-posters E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street,Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: HHSCivilRightsOfficeghhsc.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 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 HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 27 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 28 of 28 DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 Attachment 3-1 `FEXAS x�,.gu h znp tiumar Ims aepartmeni of Slate 1911scs 96ed3th Ser4ke3 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.usys.com Unique Entity ID (UEI): This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.gov (VIN) — 14 digits: Printed Name of Authorized Representative: Signature of Authorized Representative Dr.Fauzia Khan Title of Authorized Representative Date Signed Director of Public Health 1 Department of State Health Services Form 4734 -April 2022 Contract Management Section DocuSign Envelope ID: B8E19D9C-C3B2-448F-B940-BBC5D46F7AF8 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 previoustax 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 Certificate Of Completion Envelope Id: B8El9D9CC3B2448FB94OBBC5D46F7AF8 Status: Sent Subject: Please DocuSign: HHS001331300011 Corpus Christi IMM Locals A-1 Source Envelope: Document Pages:54 Signatures: 0 Envelope Originator: Certificate Pages:2 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: 167.137.1.14 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/5/2024 3:19:02 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Dr. Fauzia Khan Sent:3/5/2024 3:21:54 PM fauziak@cctexas.com Viewed: 3/5/2024 3:41:04 PM Director of Public Health CCNCPHD Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Helen Whittington helen.whittington@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kirk Cole kirk.cole@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 Carbon Copy Events Status Timestamp dante Gonzalez Sent:3/5/2024 3:21:54 PM danteg@cctexas.com ED Viewed: 3/5/2024 5:22:56 PM Assistant Director of Public Health Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Inbox cmucontracts@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Michelle Hilscher michelle.hilscher@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 3/5/2024 3:21:54 PM Payment Events Status Timestamps Ordinance Ordinance appropriating $241 ,637.00 in the Health Grant Fund for an increase in the Immunization/Locals (IMM/LOCALS) Grant from the Department of State Health Services (DSHS) to operate an immunization program for children, adolescents, and adults utilizing four grant positions for the period September 1 , 2024, through August 31 , 2025; and appropriating related program income in the estimated amount of $20,000.00 in the Health Grants Fund. City Council May 21,2024 1 Summary & Background Immunisations Services Grant Program • To be used to provide for personnel costs to provide immunizations to eligible children, adolescents, and adults, with special emphasis on accelerating strategic interventions to improve their vaccine coverage levels within the jurisdiction of the Corpus Christi-Nueces County Public Health District (CCNCPHD). • September 1 , 2024, through August 31 , 2025 City Council April 23,2024 2 Fiscal Impact and Staff Recommendation Fiscal Impact: Total Operating budget is $241 ,637 with 20,000 expected Program Income. • There is no fiscal impact. The grant requires no match. • All 4 positions are 100% grant funded. o 1 Program Manager o 3 Public Health Techs Staff Recommendation Approval City Council April 23,2024 3 s cr �o � 0 fa y9gP00.pE zs52 AGENDA MEMORANDUM First Reading for the City Council Meeting of June 18, 2024 Second Reading for the City Council Meeting of June 25, 2024 DATE: June 3, 2024 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Assistant City Manager Heatherh3@cctexas.com (361) 826-3506 Approval for the resale of three foreclosed properties CAPTION: Ordinance authorizing the resale of three properties for$48,000.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $9,761 .80 in sale proceeds plus $1,237.83 for partial payment of City paving and demolition liens. SUMMARY: Nueces County, as trustee for each of the taxing entities, has received offers to purchase properties that have been foreclosed upon for failure to pay ad valorem taxes. The governing body from each of the taxing entities (the City of Corpus Christi, Nueces County, Corpus Christi Independent School District, and Del Mar College) must approve the offers for resale. BACKGROUND AND FINDINGS: Properties within the City of Corpus Christi are periodically foreclosed due to non- payment of ad valorem taxes. The City and Nueces County entered into an Interlocal Agreement for the collection of delinquent ad valorem taxes. Nueces County has contracted with the law firm of Linebarger, Goggan, Blair, & Sampson, L.L.P. to pursue collections of delinquent ad valorem taxes. When all avenues for collections are exhausted, foreclosed properties with delinquent ad valorem taxes are offered for sale at a public auction by the Sheriff. The opening bid at the "Sheriff's sale" is set by law and must be either the aggregate amount of taxes, municipal liens, and court costs due under the judgment or the adjudged value of the property, whichever is lower. (The adjudged value is the value stated on the face of the judgment and is the most recent tax appraisal value certified by the Nueces County Appraisal District.) If no one is willing to pay the opening bid amount for the property, then the Sheriff strikes it off (sells it) to the taxing entities. The taxing entities then get the property in lieu of their delinquent taxes. The law firm will then put the property on their tax resale list, will nail a "For Sale" sign on the property, and will solicit purchase offers from the public. When an offer or offers are received, they then bring the highest offer forward for consideration and action by the governing bodies of the involved taxing entities. All the entities must approve the offer, or it is rejected. The law firm has proposed the resale of three properties at the bid prices listed below. Exhibit A (1906 Palm Dr.) $10,000.00 Exhibit B (2406 Dempsey St.) $30,000.00 Exhibit C (1416 San Juan) $8,000.00 Approval of the ordinance will authorize the Nueces County Judge to execute a Resale Deed for the properties listed so they can be returned to the property tax roll for the upcoming year. ALTERNATIVES: Not approving the ordinance to move forward with the sale of the properties. FISCAL IMPACT: The City will receive $9,761.80 for the sale of the properties and an additional $1 ,237.83 for maintenance liens, for a total of $10,999.63 in revenue. The proceeds of the sale will be deposited into the City's General Fund. For the maintenance liens, depending on the source of the expense, the proceeds will either be deposited into the City's General Fund or the CDBG grant fund associated with the expense. In addition, this sale will restore $280,607.00 in taxable property value to the tax rolls. RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Exhibit A — Property Analysis of 1906 Palm Dr. Exhibit B — Property Analysis of 2406 Dempsey St. Exhibit C - Property Analysis of 1416 San Juan Letter from Linebarger, Goggan, Blair & Sampson, LLP Ordinance Ordinance authorizing the resale of three properties for $48,000.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $9,761.80 in sale proceeds plus $1,237.83 for partial payment of City paving and demolition liens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. Pursuant to Section 34.05 of the Tax Code, the governing body of the City of Corpus Christi authorizes the resale of three properties listed on the attached and incorporated Exhibit A for $48,000.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $9,761.80 in sale proceeds plus $1,237.83 for partial payment of City paving and demolition liens. Section 2. The Nueces County Judge is authorized to execute a resale deed for each property upon payment to the City of the City's share of the tax resale proceeds. Introduced and voted on the day of 12024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: 2017DCV-2374-F; Nueces County vs Gaaries C Williams Tax ID# & Legal: 5820-0008-0110; Lots 11 and 12, Block 8, Nueces. Bay Heights Property Location: 1906 Palm Dr. - Corpus Christi Date of Sale: August 2, 2022 Amount Due All Entities: 45,327.89 Amount of Offer: 10,000.00 Cost of Sale: 2,881.00 Current Value: 190,892.00 % of Total Due: 22.06% % of Current Value: 5.24% Entity Name Amount Due Amount You Will Each Entity Receive Nueces County $6,569.08 $1,183.52 City of Corpus Christi $9,577.60 $1,725.55 Corpus Christi Independent School District $19,233.83 $3,465.27 Del Mar College $4,133.24 $744.67 1 City Paving & Demo Liens $5,814.141 $0.00 THIS IS A 2 STORY HOUSE IN THE HILLCREST AREA THAT WAS STARTED, BUT NEVER FINISHED. IT IS A SHELL ONLY, WITH NO INTERIOR FINISHES. THE OWNER ABANDONED IT A FEW YEARS AGO, AND THE HOUSE HAS DETERIORATED TO A VERY POOR CONDITION. IT SHOULD BE DEMOLISHED. THE PROSPECTIVE BUYER IS THE PORT OF CORPUS CHRISTI AUTHORITY. 2400 Nueces CAD Web Map ��' 273214 273213 '69 273272 �� ti'• ;� �p�" 273270 213206 4 27321J 273269 Q, f q 273205 �. * 2442f 273275 273204 � • 273207 244211 273 906 PALM �� !` 273208 2732d3 � ` 3;28/2 � 273209 2 202 273210 p44210 �O1 _ 374778 244209 273200 244208 37&381 �' 273194 �r 273f99 r'. �.273193 244206 2 273f92 273f95 244205 24425 1 0 0.01 O.G1 i . 0 0-01 O.G3 00 City of • l ti r ;74- jiffivul Offs l � - - a�#' lit r � w � 7 , 41m Xµ ,: �y< .1 - - r ' #[ i 6 Ij 9l CK�WIN w _ f f •,r � I � f. r 1. f -IPA� r yy. S of wR! ' F. i•. 4 � _ yM_ - Y1 r r gg! f � i `� r „� �`-� . �. ., �� .: r `” i � Zt � � s#:.: a I << - � �� ' '� - ��e tl b � �� ; r_ 1. i�y r:ss3 4 t L �'. `` v� _s � � � F _? � � � � N � %'� � P i ;1 '�. .�/, � � � � .% f F c?� - ,° # i F _ •.. _� ��. .� h r, �' ��. 1 i! ,' f r Y ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: 2018DCV-5575-H; Nueces County vs Venecia W Gray Tax 1D# & Legal: 8013-0001-0070; Lot 7, Block 1, Shoreline Park Property Location: 2406 Dempsey St. - Corpus Christi Date of Sale: November 1, 2022 Amount Due All Entities: 46,002.49 Amount of Offer: 30,000.00 Cost of Sale: 2,147.00 Current Value: 81,953.00 • of Total Due: 65.21% • of Current Value: 36.61% Entity Name Amount Due Amount You Will Each Entity Receive Nueces County $7,396.38 $4,968.79 City of Corpus Christi $9,752.34 $6,551.49 .Corpus Christi Independent School District $20,073.98 $13,485.43 Del Mar College $4,238.40 $2,847.30 City Paving & Demo Liens $4,541.391 $0.001 THIS IS AN ABANDONED HOUSE IN THE HILLCRESTIWASHINGTON-COLES NEIGHBORHOOD. THE HOUSE IS IN POOR CONDITION THROUGHOUT. THE PROSPECTIVE BUYER IS THE PORT OF OF CORPUS CHRISTI AUTHORITY. 2401 Nueces CAD e! Map f",. 0oo208s �'' 0002foo7 200020848 ,' 0002101 ` 0002083 x 4 @00208@ 200021037 to�� .1fJ8U r w 0002103 00020&3 0@0208 0@02Q82'7 � 200a208f2 �, 0002082 � ' -7@0021040 200020815 + 213@78 s 1308 213102 130$ 213083 213101 * '� � � \r f 213 f 00 r r 0-01 0.01 0.03 r rr rr 0-05 km City of • • ��' r♦ ® .ri .ram w WN kw low ATAIANIPIM � _ DO INS V Its 11d e ML ,b 1. 'Y Y ties. r -AMMlEI1 �li1 ' X.61 w -.R �_� �1 -- .. ;� :�. k ` �� •F¢ r F _u - 4,_ F '.i f �. t � r c t # .�. +�' �t � �. \� 1 fmi r i `�. j "`�.R '� 1 `t' � „�' i. LA ti i Y,yi 3n 7 -EA Jlv.4 4 'r ( Iv. y��p, E - „�� 'i>• .,fie¢ p( a) '�[j �Yl n S. O a IWO A&I It A� F _ _� - � 1 � '�* .• 'T, _.� �, ,yam.' �� *'p�s��..� _ _- } .•.� ,k.. �� .IMF�� ;41 a a^ - ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: 2011 DCV-2152-H; Nueces County vs V.L. Houston, 11 Tax ID# & Legal: 6403-0003-0140 and 6103-0003-0145; Lot 14, Block C, Parker Addition Property Location: 1416 San Juan - Corpus Christi Date of Sale: November 4, 2014 Amount Due All Entities: 33,534.80 Amount of Offer: 8,000.00 Cost of Sale: 60.00 Current Value: 7,762.00 % of Total Due: 23.86% % of Current Value: 103.07% Entity Name Amount Due Amount You Will Each Entity Receive lNueces County 2,446.60 1,334.16 City of Corpus Christi 2,722.78 1,484.76 Corpus Christi Independent School District 5,934.16 3,235.97 Del Mar College 1,187.00 647.28 City Paving & Demo Liens 21,244.26 1,237.83 THIS IS A VACANT LOT, 50 FT 135 FT, LOCATED NEAR THE INTERSECTION OF N STAPLES ST& WEST BROADWAY IN THE WASHINGTON-COLES NEIGHBORHOOD. THE PROSPECTIVE BUYER IS ALVIOUD JOHNSON OF CORPUS CHRISTI. MR. JOHNSON LIVES NEXT DOOR TO THIS LOT. 2111 c 1 alga 1504 — rsoa �21111 2723 1504 1504 1504 281167 281154 � 1504 - w 1504 1504 281168 `'' 1504 1504 1505 1504 , 1505 281169 197120 1504 281170 281186 1504 150 1504 • 28r171 200115710 2& 175 281184 281188 11 291173 281185 197118 c 7 281183 58629 _ Malt , •a r 281182 15884Mf:281180 ' 197233 '197234 8 7200 -,%. 19: 281179 971 ~'•� 197196 197235 , r 197236 97202 597588 "9R A/ M7237rr�R i ,plc is, t 19 8 4.-4077A4 Tnainc /f .!r .^ i� 1 1 1 1 1 1 1 1 1 r r r - t f q 1\ yn xl.•�S#_ ! �Vk R �4 .'rys� �F�. +� t y$ � � f__,. _ - _ c• � r� F!• �.fv,Ngat y� hs• .. IR ITIrl r �}ST - .�rttY^� k i+, rn �. ry # ..Y tR+ Ar t - s ! .3 a`,�y,• ,eh'' �'L mm Ili ti r t 1�r �.. '}� � � � �i.:. 4Y�i �!' K2 � �•3 r a t .,�`- � y � - era ad.Y � 'y- yx. �`� j$ � �,. '"' •-a-`y sc - � ILI �y�j7. 'fir t'�`yg� �trr�'r'�+�� 3 �� '�.�.'P'� �' •r �� ;. �,'� �+�Y_cc.. �4''t� ��.��.�:f � �l ;A'1 r r2�T"2 ��,f'�"�t � _.� 3 �x i ./ .ri•� ? +•4.�M• �y� Y pf ;' s - .,tn`n. �3�::-+Cr�� .\F � "6 a .'.k,T�`�i, a &,_�'� i .' n r T. .c �:'' :r ` 'r •'� , w f LINEBARGER GOGGAN BLAIR& SAMPSON, LLP ATTORNEYS AT LAW 500 N. Shoreline Blvd. Suite 1111 (78401-0357) P. O.Box 2991 Corpus Christi,TX 78403-2991 (361) 888-6898 (361) 888-4405 -FAX April 1, 2024 Alma Iris Casas Interim Director of Finance and Procurement City of Corpus Christi 1201 Leopard St. Corpus Christi, Texas 78401 Re: Consideration of offers received for Tax Resale Properties Dear Alma, As you know, our firm represents the City of Corpus Christi, and all of the other taxing entities in Nueces County, in the collection of delinquent property taxes. As part of our overall collection effort, we regularly post properties for tax sale and tax resale by the Nueces County Sheriff. Those sales are conducted as public auctions through a dedicated online auction site, https://nueces.texas.sheriffsaleauctions.com,since Nueces County authorized online sales.Although we haven't had any resale purchase offers to bring before the City Council since 2022,the taxing entities may still consider written purchase offers, in addition to utilizing online sales. Enclosed please find bid analyses, maps, and pictures for three tax resale properties for which we have received written purchase offers.The Port of Corpus Christi Authority is offering to purchase two properties in the HillcrestlWashington-Coles neighborhood.The third offer is made by Mr.Alvioud Johnson,who wants to purchase the vacant lot next to his homestead on San Juan St., also in the Washington-Coles neighborhood.We respectfully request that you place these offers on the City Council's agenda for consideration and action at their next available regular meeting.If the Council approves all 3 offers as submitted,the City will receive$9,761.80 in delinquent tax revenue, and$1,237.83 in payment of maintenance liens. If you need any further information regarding these matters,please contact me anytime.My e-mail address is marvinl(c l bg s.com,my direct office number is(361)760-0106,and my cellphone number is (361) 443-1965. Sincerely, /V_ Marvin Leary Area Manager Enclosures: Bid analyses, maps and pictures for 3 purchase offers CC: Elizabeth Hundley Assistant City Attorney City of Corpus Christi 1201 Leopard St. Corpus Christi, Texas 78401 SC GO � O� F V N'OflPOPAY EO xs52 AGENDA MEMORANDUM Action Item for the City Council Meeting of June 18, 2024 DATE: June 18, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(o)-cctexas.com (361) 826-3851 Ernesto De La Garza, P.E., Director of Public Works ernestod2(u-)-cctexas.com (361) 826-1677 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2Cu)-cctexas.com (361) 826-3169 Construction Contract Award La Volla Creek Drainage Improvements (Package A) Re-Bid CAPTION: Motion awarding a construction contract to Mor-Wil, LLC., Mission, Texas, in an amount not to exceed $19,279,571.99 for the La Volla Creek Drainage Improvements to construct the detention pond, and its supporting infrastructure, located in Council District 3, with FY 2024 funding available from the Stormwater Capital Improvement Program Fund and Grant Funding. SUMMARY: This motion approves a construction contract with Mor-Wil, LLC., Mission, Texas, for the La Volla Creek Drainage Improvements to construct the detention pond and its supporting infrastructure like pond inlet and outlet structures, park improvements consisting of wooden shelters/kiosks, wooden benches, landscaping, pedestrian trail signage, gravel parking lot, and ADA compliant HMAC parking, gravel pedestrian trail from parking lot to pond, shared gravel maintenance road and pedestrian trail on top of pond berm. BACKGROUND AND FINDINGS: In recent years, the La Volla Creek watershed has experienced frequent flooding during heavy rainfall events. Flooding occurred at La Volla Creek during May 2015, May 2016, June 2018, and September 2018. The most acutely affected area is the Las Colonias neighborhood. In 2018, the Federal Emergency Management Agency (FEMA) finalized new Flood Insurance Rate Maps (FIRM's). Parts of the La Molina, Los Encinos and Las Colonias neighborhoods were shown to be significantly more impacted by the 100-year floodplain. The updated FIRM will trigger new flood insurance requirements creating hardships for those communities. In 2018, staff sought federal grants for a program to mitigate the FIRM map impacts as well as alleviating the flood risk in some historically flood-prone neighborhoods. In January 2019, Council passed a resolution authorizing the submission of grant applications to the FEMA Hazard Mitigation Grant Program (HMGP) and to the Housing and Urban Development(HUD) Community Development Block Grant- Disaster Recovery(CDGB-DR) program to support the La Volla Creek project. City was awarded $7,234,755 from the CDBG-DR grant for construction of the detention pond. The La Volla Creek Drainage Improvements program consists of a 130-acre stormwater detention pond and new box culverts under North Padre Island Drive at the Airport Tributary#1. These two elements are interrelated and must both be executed. This contract provides for construction of the La Volla Creek Drainage Improvements Package A, which is 130-Acre Detention Pond. Project scope includes the construction of detention pond and its supporting infrastructure like pond inlet and outlet structures, park improvements consisting of wooden shelters/kiosks, wooden benches, landscaping, pedestrian trail signage, gravel parking lot, and ADA compliant HMAC parking, gravel pedestrian trail from parking lot to pond, shared gravel maintenance road and pedestrian trail on top of pond berm. The box culverts under North Padre Island Drive at the Airport Tributary #1 project is still under review with FEMA. PROJECT TIMELINE: The construction of the project must be completed by February 28, 2026. 1 1 1 1 1 1 January - August September - June July - December Design Bid Construction Project schedule reflects City Council award for design in July 2024 with anticipated project completion in by December 2025. COMPETITIVE SOLICITATION PROCESS: The Contracts and Procurement Department issued a Request for Bids in September 2023 for La Volla Creek Drainage Improvements (Package A) project. The bids have to be rejected due to clarification of project scope. The project was re-advertised for bids on February 12, 2024. On April 17, 2024, the City received seven bids for the proposed project. A summary of results is tabulated below: BID SUMMARY Base + DisposalBase + DisposalBase + Disposal Duration Disposal Contractor + Alt 4 + Alt 5 + Alt 4+Alt 5 Option Option Mor-Wil LLC $18,629,503.35 $19,068,498.89 $19,279,571.99 18 Months JC Elliott Persons Svcs $29,543,632.06 $29,988,603.81 $30,242,491.72 18 Months JC Elliott RES Gulf Coast $25,755,442.00 $26,196,584.00 $26,493,484.00 8 Months Contractor Gerke Excavating $19,630,002.84 $20,050,985.37 $20,210,056.51 8 Months Contractor Rigid Constructors $28,661,878.80 $28,854,112.80 $29,043,004.80 18 Months JC Elliott Zachary Const $34,006,780.00 $35,141,121.00 $35,547,248.00 18 Months JC Elliott Corp Keeley Const $29 582,232.00 $30,352,742.00 $30,585,832.00 18 Months Contractor Group Mor-Wil, LLC is the apparent Low Bidder. City Staff conducted an administrative hearing on June 13, 2024, discussing the City expectations with the project following with reference checks. Based on the review City staff recommend that the City award the construction contract to the Low Bidder — Mor-Wil, LLC. Mor-Wil, LLC., has successfully completed drainage improvements projects for Hidalgo County, City of Mission, Cameron County and City of La Feria. Listed below are some the projects that Mor-Will, LLC is working on: 1. Hidalgo County Drainage District No. 1 — Mile 9 and FM 1015 Package 1 B Improvements, $4.4 million 2. Hidalgo County Precinct No.3 — Penitas Drain Phase II, $2.1 million 3. Hidalgo County-GLO 2015 Floods Grant, $1.1 million 4. City of Mission - JP Terrazas, $1.9 million 5. Agua SUD's Palmview Wastewater Conveyance System and Force Mai, Agua Specialty Utility District, $5 million ALTERNATIVES: The alternative is not to award construction contracts to Mor-Wil, LLC., Mission, Texas and this will delay necessary improvements to the La Volla Creek. The area will continue to be impacted with flooding until another solution is identified. FISCAL IMPACT: The fiscal impact for FY 2024 is an amount of $19,279,571.99 with funding available from the Stormwater Capital Improvement Program (CIP) Fund and the Grant Funds. The project CIP page shows that there is $18,487,253.00 available for the project. The remaining $792,318.99 will be transferred from the administrative reimbursements to the project construction. FUNDING DETAIL: Fund: StrmWtr 2020 (Fund 4532) Department: Storm Water (47) Organization: Grants & Capital Projects Funds (89) Project: La Volla Creek Drg Channel Exc (Project No. 22029) Account: Construction Contract (550910) Activity: 22029-4532-EXP Amount: $2,859,594.00 Fund: STWCP RR 032950 2023 (Fund 4536) Department: Storm Water (47) Organization: Grants & Capital Projects Funds (89) Project: La Volla Creek Drg Channel Exc (Project No. 22029) Account: Construction Contract (550910) Activity: 22029-4536-EXP Amount: $9,185,222.99 Fund: Storm Water Grant (Fund 1075) Department: Storm Water (47) Organization: Grants & Capital Projects Funds (89) Project: La Volla Creek Drg Channel Exc (Project No. 22029) Account: Construction Contract (550910) Activity: 840003F Amount: $7,234,755.00 Total: $19,279,571.99 RECOMMENDATION: Staff recommends awarding the construction contract to Mor-Wil, LLC., Mission, Texas, in an amount not to exceed $19,279,571.99 for the La Volla Creek Drainage Improvements Package A from issuance of the Notice to Proceed with construction starting July 2024. LIST OF SUPPORTING DOCUMENTS: Bid Tabs CIP Page Map Presentation 1 AT oN(50I MAXIMUM) $384540 21 $38454021 $420,28720 $a202sT2n $a49Poo oo $449,00000 $9n,292ae $9n,292ae $100,00000 $ioopoo oo $T5opoo oo $750,00000 $763,00000 $763puu uu INSURANCE2 BONDS AND P%MAXIMUM) $15301608 $153,81608 $16958269 $16938269 $179 poo 00 $179,00000 $17603298 $17603298 $1 ISO 00000 $180 poo 00 $250 poo 00 $250,00000 $210,00000 $210 poo 05 3 FIELD OFFICE FOR CITY INSPECTOR MOBILIZATIONANDDEMOBILIZATION 1 Ho $25p0000 $25,00000 $311767 $31176r $23 Poo 00 $23,00000 $291273 $291273 $2,30000 $2 COO 00 $210 p00.00 $210,00000 $42,00000 $42po000 4 IT ELD OFFI CE FOR I ITY I DIRECTOR MONTHLY RENT MAINTENANC E AND SERVICES Ll 1 Ho $83750.00 $8375000 $7155630 $7155630 $33 p00.00 $33,00000 $31,63342 $31,63342 $2896600 $28966.00 $490 p00.00 $400,00000 $160,23000 $1602s005 1 STOCK WATER POLLUTION PR EVENTION PLAN 100 ATE'PC $n 50o oo $n 50o0o $21,16332 �1,16rw $16poo oo $16,00000 $359662 $359662 $1150100 $1150100 $4e5poo oo $4e5,00000 $3,00000 $3poo oo LT 6 All FENCE tL16 $663 $40,02000 $2.12 $4272000 $a 50 $27,00000 $ass $2790000 $3 ISO $2280000 $e oo $4e,00000 $4 El $29,100 oo ROCK FILTER DAM 1 200 $1250000 $25,00000 $391998 $703996 $370000 $740000 $1,62053 $3,24106 $57500 $1,150.00 $12985.00 $2597000 $721100 $1451000 $2,125.00 $4,25000 $2,41732 $403464 $250.00 $50000 $66863 $1,33726 $11500 $23000 $4,173.00 $854600 $2,34000 $4580.05 DISPOSAL OF WELLS AT 100 $300 p00.00 $300,00000 $300,00000 $300 p00.00 $300 p00.00 $300,00000 $300,00000 $300,00000 $300,00000 $300 p00.00 $300 p00.00 $300,00000 $300,00000 $300 ELL UU Tblblb $1 D53 87629. $1 045 06 33. $1 D34 90000 $1 2 $696 4T 00. $2 62 1600 $1 526570 05 SO E 00 $375000 $30,00000 $3,26738 $26139.04 $4 COO.00 $33,60000 $2,049.78 $16,39824 $559100 $4472300 $3 D3700 $24,29600 $40,00000 $320 p00.00 REMOVEANDSTOCAPILE TOPSOIL(6"LOOSE) SY 373 00000 $102 $380 26,46000 $062 $2310.00 $065 $242,45000 $077 $237 210 00 $0.41 $167050.00 $100 $373,00000 $042 $156560.05 EVICARTION(POND) CY 1 an p00.00 $146 $2,156,42000 $154 $2,27458000 $220 $3249,40000 $190 $2006,30000 $195 $2,880,150.00 $300 $4431,00000 $490 $7237 COO.00 IMINKMIN IFI-) 11 2010000 $529 $106,32900 $309 $62,109.00 $700 $14070000 $332 $66,73200 $115 $12361500 $700 $14070000 $120 $24,120.00 BI oIL(4"COMPACTED) SY 373 00000 $1.10 $410,30000 $0.41 $167050.00 $010 $18650000 $044 $164,12000 $0.41 $167050.00 $100 $373,00000 $031 $130550.00 B6 LOW FLOW CHANNEL EROSION CONTROL SY 1 330 00 $E3 SO $16250400 $9532 $1744 60 $4000 $73,20000 $12600 $23058000 $100 $103000 $10700 $195,81000 $6500 $118 g50.05 $9122 $135,00560 $9532 $141 D73.60 $4100 $60,68000 $12990 $192,25200 $100 $143000 $12600 $186,48000 $6500 $9620000 I eI TTLI VR9 11 53 BOO 00 $219 $117421ISO $232 $12439840 $270 $14477400 $097 $52,o1140 $235 $126D0700 $300 $160,86000 $210 $11260200 B9 CELL FEE MUCH EED(PERM)(RURAT(CIIAY) SY 47592000 $066 $314,10720 $071 $33790320 $070 $33314400 $063 $29982960 $115 $547 CCE 00 $1 00 $47592000 $055 $30934805 NG(POND AND SITE) SY 373 00000 $0.17 $63,410➢0 $034 $126020.00 $020 $74,60000 $026 $9698000 $025 $93250.00 $100 $373,00000 $111 $578,150.00 $3125 $85s250 $2613 $7159620 $1600 $43,84000 $2240 $6137600 $111 $15COG 00 52$ 00 $142,48000 $1600 $4304000 $3 961588 6 $3738,165.04 pp,SRSS. $4 C7378924 $4,16922500 $607654600 $9,127720.On MODIFICATIONS(I E,c $10107500 $101,875➢0 $20709802 $207 D9802 $125 p00.00 $125,00000 $116,89079 $116,89079 $115,00000 $115 p00.00 $22,18100 $22,18100 $80,00000 $80 p00.00 $20 131 25 $20,1312 $751415 $7514.15 $1400000 $14,BUD 00 $4,820ISO $4,820ISO $5,25000 $5250.00 $21091100 $21091100 $90,00000 $90 EDO o0 $93000 $1430000 $67499 $10799840 $760.00 $121,60000 $11114 $90,64640 $730000 $1,168 P0000 $92100 $14736000 $6100 0 $92 BOO.00 14 INLET STRUCTURE Rl 5RA RCB BY TRENCILLESS INCLUDING PITS LF 37 00 $3,41853 $29741211 $3,38562 $294 ENE 94 $350000 $30450000 $373346 $324,81102 $3,97000 $34539000 $4469.00 $388,BOB➢0 $35000 0 $30450000 $12,053.75 $12D53.T $2255051 $2255856 $2000000 $20,800➢0 $14,069.17 $14,069.17 $14,28000 $142so.00 $3591500 $3191100 $1100000 $15DOO 00 $1875000 $18750.0 $11,91173 $51956.78 $2220000 $22,20000 $5715995 $5715995 $96,10000 $96,ioo on $7450000 $7450000 $120,00000 $120 DOO 00 17 INLET STRUCTURE Rl CONCRETE BENCH AT POND SY 1600 $31250 $5D000 $26133 $4,18123 $17700 $2,83200 $34871 $117931 $16900 $270400 $47000 $752000 $26500 $424005 CIE INLET SHE UCTURE Rl III nP(SONECOMMON)DRh(12IM CY 1000 $193.75 $1 y375 $58686 $5868.60 $450.00 $450000 $41085 $4,10850 $19000 $190000 $453.00 $453000 $37500 $3750.00 $31250.00 $3125000 $9492745 $94 927 45 $100 DLO 00 $100,00000 $78,14610 $78,14610 $13,24100 $8324100 $42 xi5.00 $42,93500 $80,00000 $80 p00.00 $296p0000 $296,00000 $214,iw39 $214,iw39 $22sP0000 $22600000 $18976113 $1897"13 $386,24800 $38624800 $22947100 $229,47100 $225,00000 $225ELL UU $43750.00 $4375000 $17750252 $17750252 $220 p00.00 $22000000 $132,12599 $132,12599 $94,97500 $9492500 $21474800 $21474800 $130,00000 $130 p00.0U $7022 $12499.1 E $11760 $2091280 $17700 $3150600 $11070 $1970460 $5000 $890000 $17500 $31,15000 $1 SO 00 $32D4005 C13 INLET STRUCTURE RE nP(STONE COMMON)(DRY)(12 IN)INSI OE PONo CY 11 E 00 $11E90 $187502 $38233 $4570494 $250.00 $2950000 $27255 $32,16090 $19000 $22420.00 $15.00 $1852600 $37500 $44250.00 w(S I UNe TUMMUN)Uu 1)(TL IN)-oU 11111 TONU 11 30700 $14251 $4375057 $35340 $1 FIE p eo $24000 $73,68000 $27049 $83,04043 $19000 $5833000 $305.00 $93,63500 $37500 $115125.00 Cil INLET STRUCTURE RE GUARDRAILS 16400 $7622 $1250008 $21319 $41,0516 $20000 $32,BUD 00 $19341 $3254580 $20000 $3200000 $165.00 $2706000 $6500 $10 BSO 00 GRATE INLET WITH ONCE FILE ARGON 100 $15po000 $1500000 $14,87541 $1407541 $2540000 $25,40000 $19,09708 $19,09708 $1761600 $1761600 $4546100 $4546100 $18,00000 $1 E EDO 05 cP(cw88ly LF 18600 $12111 $2335230 $14066 $2616276 $1 SO $33,48000 $13367 $2486262 $14000 $26 D4000 $27700 $5152200 $13000 $24,1 ISO 00 $750000 $75000 $3,05093 $3 D5093 $6800.00 $6,80000 $2,52813 $2,52813 $9273500 $92735.PC $3429. $3,429➢0 $22,BUD 00 $2200000 -GRATE INLET WITH CONCRETE ARGON 100 $1717250 $1717250 $20,89ise 520893.8E $2790000 $ny00➢0 $20,81441 $20,81441 $2175200 $2175200 $4731200 $47312➢0 $15,30000 $15 COO.05 wo P)24"RCP(cuw88ly $12191 $27,457.10 $11114 $3390222 $20000 $43,60000 $13337 $29,07466 $15300 $3335400 $41800 $91,12400 $20000 $43 BOO.00 C21 INLETATRUCTUR—OUTLET STRUCTURE AT POND WTH ALONE RIP RAP ARGON FS 100 $13750.00 $1375000 $3,31095 $331095 $680000 $6,80000 $2543.14 $2543.14 $133,66700 $133,6700 $4 D68.00 $4,068➢0 $4,000➢0 $4 p00.00 $2107500 $21,87500 $11,91173 $51956.78 $15800.00 $15,00000 $5712120 $5712120 $776600 $7766.00 $2650000 $76500➢0 $120,00000 $120800.00 $12132 $206244 $26133 $444261 $17700 $3,00900 $34587 $5,82970 $40500 $1 o"00 $64400 $1094300 $1 SO 00 $3 D60.05 POND(STONE COMMON)(oRh(i2 IN)INSIDE $17045 $1,87495 $39800 $452800 $450.00 $4,95000 $39388 $433268 $19000 $2D9000 $39600 $4,35600 $37500 $4,125.00 $86359 $841,1366 $62503 $60877922 $37200 $849,32300 $56733 $55250a2 $75000 $73050000 $289.00 $768,48600 $61000 $594,14005 $3,39730 $292,167E $3,41486 $293 s7.96 $350000 $301,00000 $372470 $320,32420 $5,34000 $45924000 $4,150.00 $35690000 $350000 $301 poo 00 nP(STONE LCOMMOSN)(DRY)(12 IN)ATCHANNEL(KEY C $133.93 $9375100 $31135 $249445.00 $21000 $14700000 $21684 $15178800 $19000 $133p0o00 $23700 $20090000 $37500 $26250005 C23 TEMPORARY AIR BRIDGES AT ENTERPRISE PIPELINE CROSSINGS 1 200 $3750000 $7500000 $1296936 $25y3822 $680000 $12,00000 $30466.10 $60,93220 $1450800 $2981600 $37 B0600 $7521200 $18,00000 $3680000 Sub Tblblb $2 496 55937 $274590373 $200598500 $2,43750247 $4,129,199.00 $3285p6300 $2,10007005 $625000 $6,250OO $111E 19 $5518.14 $9 DLO.00 $40000O $2,49725 $2,49725 $196600 $1966.00 $7775OO $77750O $25,OOOOO $25900.00 $1875000 $18750 OF $17,77O56 $1777056 $230000 $2,30000 $1417500 $1417500 $575100 $575100 $7142000 $71,42000 $130,00000 $130900.00 Do FLASMAN HOLLY RDXFTSH AT CONSTRUCTION ENTRANCE 100 $81900.00 $81,000➢0 $3707900 $87D79 OO $16570000 $16570000 $135,22950 $135,22950 $18,94300 $13 493.00 $141 C2900 $14122900 1980,00000 198090005 $1371 $3750OO $3991 $7 990 00 $2600 $5,2000O $izm $2,4O40O $1245 $249OOO $94 OO $8,BUD 0O $150O $3 PO0OO $18750 $3750OO $21592 $43,134 OO $17700 $35,40000 $7143 $15,09600 $20O00 $40900.00 $271 00 $59,20O00 $12000 $249OO.05 $4375000 $43750O $190,499.75 $19O4 75 $130900.00 $130,00000 $10721823 $10721823 $24152800 $24152800 $43590000 $435,00000 $450,00000 $450 DO099 D 7 TEMPORARY AIR BRIDGES AT 42 VVITERLINE AND ENTERPRISE PIPELINE CROSSINGS A 200 $1250000 $25DOOO $1296936 $25y3072 $690000 $1200000 $61,47187 $122943.74 $1450800 $29p16OO $3996100 $79,32200 $10,00000 $209OO.05 Do STABILIZED CONSTRUCTION ENTRANCE 1 100 $650000 $65000 $391997 1391997 $370000 $3,70000 $23,03300 523,00E00 $8,85300 $8753OO $98900.00 $98,00000 $8,20000 so Coo $93,75000 $93750.O $230,73201 $2307E201 $52n000 $5,20000 $8951412 $8951412 $952800 $9 523 00 $303 Coo.00 52E3,39300 $22000000 $2209OO.05 $1875000 $18750O $22,04586 $22995.86 $939OO.00 $93,00000 $21,62566 $21,62566 $35,38100 $3538100 $6131000 $6131000 $30,0000 0 $30900.00 $1250O00 $125000 $6,65322 $655322 $18900.00 $1300000 $352962 $352962 $8,O5400 $1954 OO $29963.00 $29,06300 $12,00000 $1290005 Sub Tb 534750OO $641 Col 23 $97950000 $537 321 12 $40191500 $176851200 $14022nO OO $6,25000 $187500 $9,285.77 $120731 $9900.00 $1200000 $2538.75 $761625 $1,98000 $444O OO $53TO OO $16,11000 $3,00000 $990005 E2 TRAFFIC CONTROL DETOUR PLAN 100 525,00000 $25DOOO $17,77O56 $1777056 $350000 $3,50O00 $1417500 $1417500 $575100 $575100 $184 00 $18,49300 $135,00000 $13590000 E3 SAISCUT AND REMOVAL OF EXIST ASPHALT PAVEMENT SY 25100 $19920 $499992 $4186 $1O50686 $4200 $1O54200 $1,80159 $452,19909 $1245 $3,12495 $50.00 $125500O $1500 $3765.00 $17920 1999992 $21113 $5936153 $17700 $9942700 $11173 $39,351 78 $17200 $43,172OO $22000 $55,22000 $12000 $30,120.On $23321 $312501 $21113 52992172 $17700 523,71E00 $16O47 $215029E $17200 $2399000 $17300 $23,85200 $12500 $1675000 E6 10 INCH GRAVEL ACCESS ROAD SY ig 00 $3441 $67 2O2T $3437 $68,101.11 $34OO $664O200 $3644 $71,16732 $1745 $34D7985 $55.00 $10741500 $500O $9050.05 E7 24 IN CH CP(C LISSI'S AT ORIVEwnv ILL 15600 $120.78 52n9895 $15009 $23 Ell 8n $23000 $35,88000 $11909 $17922n4 $14000 $2104000 $23100 $36,03600 $13000 $20 CEO.00 IS I IT cVNCHtIt AIR ON IT, 100 $1250O00 $1250OO 529,4919E $2949168 $1690000 $16,00000 $B,97939 $847939 $35,66r➢0 $3596700 $1950O OO $1950000 $15,00000 $1590000 ET PV 1)P4 I M P.1) 200 $93750 $1075 OX. $2,16115 $93223E $250000 $5,O0000 $1,12072 $2,24149 $3,2270O $6454OO $6299.00 $12,59800 $2,30000 $99OO 05 $9994 $35952 $2613 $2D9040 $25.00 $2,00000 $1319 $1,45520 25 52O 529 $13100 $10,11000 $3500 $200000 $11125 $6,2500O $2613 $194520 $25.00 $1,00000 $4537 $1,81900 $352n 539000E000E $13600 $5,99000 $45nO $ip0000 53,125.00 $3,12500 $2,01696 5291696 $3 BOO 00 $3,60000 $137.71 $137.71 $6,2670O $6267.00 $7 C9400 $729400 $5,00000 $590000 $250000 $750000 $1,91999 $107997 $3 BOO 00 $10,BUD 00 $96390 $2,891 TO $2,09000 $62000 $9,492OO $20,4760O $3,60000 $1070000 E14 SIGNS SPEED LIMIT 200 $1250.00 $250000 $1,64639 $32927E $75000 $150000 $1,36080 $2,72160 $1,42000 $204000 $733.00 $146600 $3000O $60005 Ell TEMPORARY AR BRIDGE AL ENTERPRISE PIPELINE CROSSING 100 $25DOO OO $25,00000 $16,88949 $16089.49 $690000 $6,00000 $29,15222 $29,15222 $1450800 $1450800 $37 Boo 00 $376O60O $8,00000 $e 9OO.00 14e0 77 $1250002 $1,30666 $33 973 16 $50000 $13,00000 $51030 $13,26780 $3590O $933400 $5494OO $142,e9900 $6500O $16900on E17 LOAD MITIGATION SYSTEMS FOR LARGE DIAMETER VVITERLINES 1 00 $18750.00 $18,7500O $979994 $979994 $35POO OO $35,00000 $91,93364 $91,93364 $1500000 $1590000 $11201800 $112,81800 $16,00000 $1690000 Sub Tblblb 535088625 $324g 86 $290,36900 $77425076 $236003.80 $64859800 $399965.00 VN(IN0.9UIN6 111111.11111ING IT, 1 00 $1875000 $1875000 $33,327n9 $33327 89 $7 9OO.00 $700000 $15,48442 $15,48442 $9,61900 $991900 $936700 $9,36700 $1500000 $15900.00 Sub Tblblb $1875000 $33321.69 $700000 $15,98942 $991900 $9,36700 $1590000 $8229,16051 $8529949.08 $9,195,6920 $9562,29461 $9,637058.80 $15155,80200 $15,266425.00 oIv,l 11 1 100 $24553282 $24553202 $1 D05,39791 $1,00539791 $000 $000 $000 $000 $200000O $209OO.00 $900900.00 $900,00000 $000 $000 F2 BONDS AND INSURANCE P%M4xIMI 1 100 $196,18392 $196,1839 $2097450O $209745.00 $000 $O0O $O0O $O0O $219,14100 $219,14100 $350900.00 $350,O000O $O0O $000 $1250O0O $125000 $23,47402 $23474O2 $000 $O0O $O0O $O0O $57500O $5750.00 $84s95.00 $89,69500 $O0O $000 $6250O0O $625000 $09,141 El $09991 El $000 $O0O $O0O $O0O $1E3,44000 $18344OOO $164153.00 $169,15300 $O0O so 05 290000 $121 $125000 $710 $192OO 00 $000 $000 $000 $000 $335 $670000 $9.00 $18,00000 $000 $000 To STOCKPI LE SITE PREPARATION SO 7900 $39117 $31250.O $82939 $65,126.81 $000 $O0O $O0O $O0O $1500O $11a 00 $5,11100 $4037690O $O0O 500E $15823 $125001 $34491 $2724289 $000 $000 $000 $000 $1,67500 $132325.00 $622100 $491,45900 $000 $000 To PERMANENT 10 THICKX 20 CARE GRANELACCESS ROAD tL1 274000 53102 $8999900 $6909 $19111110 $000 $000 $000 $000 $12200 $334200 OO $1000 $13700000 $000 $u 99 $625E $937500O $66a9 $1OOp35.00 $000 $ono $ono $ono $e5nO $in5nOOO $1 SO $200000O $000 $000 $5000 $650O0O $9955 $129915n $000 $ono $O0O $ono L o $1195n.00 $1 SO $23,4000O $ono 500E 00 $1590000 $45,00000 $8968.13 5299Oa 39 $000 $000 $000 $000 $15OOOnO $a5pOO OO $35y39.00 $10,8170O $ono 500E F12 TRANSPORT AN D OFF SITE DISPOSAL OF EXCESS SOIL Ty 1 4779OO.00 $634 59369,1800E $12a5$ie n9p 00 $000 $000 $000 $ono $12 nO $1T,229POO OO $1040 $1560,80000 $ono 500E F13 LOAD MITIGATION SYSTEMS FOR LARGE DIAMETER VVITERLINES FAJ I ELLIOTT 7s- 1 Do $1250000 $1250000 $5,8685n $5768.5n $Ooo $ono $0no $000 $1500000 $1590000 $11201800 $112,81800 $ono 500E 5313 $1,37300 $6nO $apeO OO $000 $ono $ono $ono $620 $372000 $1600 $9,6000O $ono 500E $12100 $75O00O 5'nni $a92n.6O $000 $O0O $O0O $O0O $620 $372OO $1 So 00 $1134000 $ono 500E $10,189,269.74 52n 76O995.m $O0O $O0O $18,835,12800 $18499,85100 500E oN(s0%o MAXIMUM AT 1 Do S12so $1250 Sono S000 s000 Sono Sono Sono Sono s000 S9oo poo oo S9oo,00000 Sono s000 G2 BONDS AND INSURANCE p MAXIMUM 1 Do $18750000 $18750000 Sono S000 S000 Sono Sono Sono Sono $000 $350900.00 $35000000 Sono Soon Go TRAFFIC CONTROL PLAIN 1 Do $6250000 $6250000 Sono S000 S000 Sono Sono Sono Sono $000 $E 59600 $E,69600 Sono S000 $56F oo $5625000 Sono so oo so oo Sono Sono Sono Sono $000 $162 COO.00 $162,22000 Sono so oo Is All FENCING ILL 2 00000 $6n1 $13,62000 Sono so oo so oo Sono Sono Sono Sono so oo $111 no $222,00000 Sono so oo Go STOGYPILE SITE PR EPARAILON SO i9000 Su.E.42 $93749ISO Sono S000 S000 Sono Sono Sono Sono S000 $ap 00 S347,02000 Sono Soon 593E $1 n,Tu920 Sono S000 S000 Sono Sono Sono Sono S000 $4503.00 $85557000 Sono S000 $29.76 $12499200 Sono so oo so oo Sono Sono Sono Sono so oo $13oo $75,60000 Sono so oo Go TMAC PA,ALMENT REMOVAL&REPAIR FULL DEPTH sy 1 40000 $1317 $74 993 00 Sono S000 S000 Sono Sono Sono Sono S000 $172.00 $240,30000 Sono S000 $ae oe S6,2E40 Sono S000 So oo Sono Sono Sono Sono So oo $ nzoo S22CEno Sono So oo IT TEMPORARY AIR BRIDGE GAS PIPELINE CROSSING 1 400 51375000 S75,00000 $ono $o oo $o oo $ono $ono Sono Sono So oo $3s515 oo $ia2,oEno Sono So oo 477 poo 00 $1269 513743,13000 Sono S000 S000 Sono Sono Sono Sono 50.00 11411 111,111,ITT 11 Sono 50.00 S1945675 so oo Sono Sono so oo $25D2242600 soon oN tSuio MAXIMUMAT 1 Do Sono so UP Sono so oo $1Dopoo oo $100,00000 $226,on129 $226,on129 Sono so oo s9oopoo oo $900,00000 S6E,22700 S6E22700 IT cEp MAXIMUM Sono Soo Sono S000 SE p0000 $6000000 $136,04030 $136,04030 Sono $000 $350 p0000 $35000000 $272,89000 $27209005 IT 3 TRAFFIC CONTROL PLAIN AND DI SPOSAL SITE PREPARAIL ON 1 Do Sono so UP Sono S000 $3 BOO 00 $3,60000 $1417500 $1417500 Sono $000 $24591600 $24591600 $130,00000 $130900.00 H4 TRANSPORT AN D OFF SITE DISPOSAL OF EXCESS SOIL cy 1 a77900.00 S000 Sono Sono S000 $1090 $16D9930000 $642 $9 4E34000 Sono S000 $1350 $27 C24 50000 5330 $12997 BOO 05 Sono So oo $1626290000 $990363709 S000 $20020,41600 $14 DEC 71700 oN(s0%o MAXI MU 1 Do $3250000 $3250000 $1136659 $11 Coo 79 S14900.00 $1400000 $5,83200 $5,83200 $1150000 S1150000 S1o0ooDo $io,00000 Sio,000no $1 o O0000 c1(1%MAXIMUM) AT 1 Do $13900.00 $13,00000 $3,00000 $3900.00 $500000 $5,00000 $3,09474 $3,09474 $15,00000 $150oo Do $500000 $5,00000 $400000 $a 900.00 $a 33 $2598000 $620 $37 COO.00 $13oo $iooC0000 $330 $22,30000 Ssno $ao 900.00 $2400 $14400000 $120 $7 COO.00 $639 $155910 $144 513273.E S15oo $36,60000 $6o $1485960 Si000 $2440000 S3oo $1952000 Shoo $14 END.05 S650000 S650000 $an 70422 $an 70422 $23 COO.00 $2330000 $756530 $756530 $2,49200 $249200 $42D07.00 $4200700 S3 Sono S3 ELF.Do ANNe2IMvuovemeN le AT 1 Do 520900.00 $20,00000 $20,00000 $20900.00 $20900.00 $20,00000 $20,00000 $20,00000 $20,00000 $20900.00 $20900.00 $20,00000 S20,00000 $20900.00 17 AP(ALONE OMMON)(DRY)(121M I Y 45000 $21667 $9750150 $26743 $120 C4350 $20000 S9o,00000 $1 BE S0491950 S19000 SE5n000 5363.00 $165,60000 $37500 $168750.00 5211,073.10 $253087.91 $296900n0 $159,07114 $1E09200 $406,12700 $233 D9005 o1(s0%MAY I MU 1 Do S650000 S650000 $33,36659 $33 Coo 59 $34 Poo 00 $3400000 $25,10360 $25,10360 $11,15600 $11,15600 $25 Poo 00 $2500000 $46,00070 $460oo 00 11(1%MAXI MUM AT 1 Do $13900.00 $13,00000 Sio,00000 $10 Poo 00 $13900.00 $13,00000 $1053400 $1053400 $3500000 $350oo 00 $50oo oo $5,00000 Sie,00000 SEEK Do S1950000 $39,00000 $5,SEE 51 $11737.02 $12900.00 $2400000 $2E, 500 $5,67000 $10,00000 $29900.00 $70E1 no $141,16200 S16,00000 $32900.05 PLIANT eENCX E Do $1 B2500 $13,00000 $E605 $4B9430 $2 COO.00 $17,E000 $373.13 $698544 $1 Boo Do $1440000 $6,13000 $49,04000 $2,00000 $160oo 0o I LAID SCARE PILINTI NG(NATIVE TREE) 3000 $97500 $29,25000 $2,69927 E0910.10 S10o0.00 $5400000 $96390 S20917n0 $1C0000 $ao 900.00 51059.00 $55,77000 $150000 $45900.05 Ne(NAI Al en CUP( l0000 $195.Do $1950000 $67971 S67971 no $23000 $23,00000 $34020 $3402000 S15nno $150oo 0o $29400 $29,40000 S19000 S190oo 0o 7 GRAVEL PARKING SPACES sy 1 So Do 536.11 $6,499ISO $4651 S3C71 no $3500 $630000 $1 BE Go $33,85620 S610 $117000 S55000 S99,00000 Si0000 $13 Poo oo 57353 $3099.7 SE5A $a C74 62 $30000 S1590000 $25431 $1403493 S15nno E9E.00 $147700 $73,2000 S15nno E9E.05 $130000 $1 Coon $176055 $1760.55 $370000 $370000 $396900 $396900 S50000 S50000 $3 CM no $330100 $6,i0000 S6,10000 S26000 $520on $22729 $454530 $30000 $6,00000 $34020 $6,80400 $25000 $5900.00 $20000 $400000 $19000 $300000 jil SIGNS ADAVATIPARKING LA $1,95nno $1 g5nn $1,13646 $1,13646 S150000 $150000 $1,07730 S1,On3o S2ono $2sn oo 52,125.0o $2,12600 $15oono S150000 EX 22Do $1,95nno $3900o $1,13646 $227292 $15n000 $3,00000 $1,07730 52,15ao SSnono $10o0oo S196a oo $2,12000 S6,0000 $120o000 J13 PEDESTRIAN TRAL FROM PARKING TO POND sy i5000 $3651 $13900.s $31455 $47,18250 S35.00 $5,25000 $7074 Sio,611 no $Eno $325n oo SE.00 $12,45000 $4500 $675005 S3202 S494063.6 $2725 $420467.50 $3440 $53079200 $2562 $39531660 S15oo $231 p.00 $67.00 $1 p33,31 ono S5nno $77150000 S6sn06n.6 S693059.66 $733,04200 $E0,0E57 $331,12600 $1540,4E00 $1,00310005 BASE BID S8,229,16051 $852964908 $9195,64200 $9562,29461 $9,637E330 $15155,30200 $15,2E 425.00 $10,1Ep.7 $20760D 07 Sono Sono $13,3E,120.00 $18444 E100 Suoo S19,4567519 S000 Sono Sono S000 $25 D22 426 00 S000 so UP So oo $1626290000 $9903,63709 So oo $20020,41600 $14 DEC 717 On BASE BID-TOM ST DISPOSAL OPTION tepte,43025 25p5e,542n0 t9p70,93170 A,4721EI3AO —00,553n0 29,349,142.00 $211 D73.1 C 1 $25308791 $29690000 $159,07114 $1 E 09200 $406,12700 $233 D9000 $65o 963.6 $690059.66 $733,04200 $500,05367 $331,12600 $1540,4E00 $1,003E0.00 1np295w:x3 5ai pi[uti 10 LO1,11112tl4 Et pIF1 3ouuti PUT11 5n27.i[uu 19 EE,u93So 933 p.31 2n'5n9853] E,in1,12o0 3035274200 t9779,57ty9 [a[p9t.rz 7a111,410uu 1 17u7tu,u5ti}t ua3yua.uu 35}47,[4uuu ...... ; «� t -CZ27� PROJECT LOCATION ,o N SCALE: N.T.S. NNEL �.B Jtl a I VBIM1 LOCATION MAP NOT TO SCALE 0 z 0 286 Q C� > p�G PN 358 z M y� p cl �O� M R c ,10 °cF PROJECT LOCATION 6 358 O <v C c �SgRgT ��m � v gRo<F BNISS VICINITY MAP FIELD CALE PROJECT NUMBER: E10200 NOT TO S LA VOLLA CREEK DRAINAGE CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI,TEXAS IMPROVEMENTS DEPARTMENT OF ENGINEERING SERVICES Capital Improvement Flan 2024 thrl, 2026 City of Corpus Christi, Texas v � Project# E10200/22029 !ftk.:`y Project Name La Volla Creep Improvements Type Asset Longevity Department Public Works-Storm Water Useful Life 40 years Contact Director of Public Works La Bona C-k. Category Stoma Drainage Priority Critical-Health&Safety Council District 3 Status Active Description The project consists of design and construction of four additional relief culverts at North Padre Island Drive to eliminate a current choke point (Project E10200).As well as design,land acquisition,and construction of a 130-acre detention pond near the confluence of La Volla Creek and Airport Tributary(Project 22029). Justification 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. Expenditures Prior Years 2024 2025 2026 Total Construction/Rehab 1,275,684 13,087,253 5,400,000 19,762,937 Design 2,788,024 2,788,024 Eng,Admin Reimbursements 709,833 400,000 400,000 1,509,833 Total 4,773,541 13,487,253 5,800,000 24,060,794 Funding Sources Prior Years 2024 2025 2026 Total Grant-GLO 7,397,999 7,397,999 Revenue Bonds 4,773,541 6,089,254 5,800,000 16,662,795 Total 4,773,541 13,487,253 5,800,000 24,060,794 Budget Impact/Other 71 An assessment will be conducted at the conclusion of this project to determine maintenance costs. 301 L*Chrsti Corpus Capital Programs La Voila Creek Drainage Improvements Project Council Presentation June 25, 2024 AOL Background Engineering Services • Areas around La Volla Creek have historically experienced flooding. The worst recent flooding event occurred in 2010 severely impacting the Las Colonias neighborhood. • New FEMA Flood Insurance Rate Maps (FIRM) have become effective. • The new FIRM maps place significant parts of La Molina, Los Encinos and Las Colonias into the 100-year floodplain. • The City sought and received grants to help mitigate flooding risk on Airport Ditch and La Volla Creek as well as making improvements that will permit the City to request a FIRM map revision. e SUL Grants Engineering Services Understanding the vulnerability to flooding on La Voila Creek, the City sought and received two grants to support La Voila Creek drainage improvements program: 1 . Community Development Block Grant - Disaster Recovery (CDBG-DR) administered by the Texas General Land Office (GLO). 2. FEMA Hazard Mitigation Grant Program (HMGP) administered by Texas Department of Emergency Management (TDEM), 3. Phase I project is funded by the CDBG-DR grant. Phase II is funded with the FEMA Hazard Mitigation Grant. La Voila Creek Drainage .. Improvements Project Engineering Services • This motion awards a construction contract to Mor-Wil, LLC. of Mission, Texas in the amount of $19,279,571 .99. • The scope of work includes building a 130-acre stormwater detention pond, inlet and outlet structures, wooden shelters/kiosks, wooden benches, landscaping, pedestrian trail signage, gravel parking lot, and ADA compliant HMAC parking, gravel pedestrian trail from parking lot to pond, shared gravel maintenance road and pedestrian trail on top of pond berm. i O � ' hProject Engineering - - s PHASE I •� DETENTION , i O � hProject Location Engineering - - F T sari `T `O�puS CH�� i O � r Phase 11 Project - FEMA HM Grant Engineering Services aesz New box culverts t : �, under North Padre ` O . Island Drive at the � , Airport Tributary #1 "...,,r `O�puS CH�� 4 O a Y 1 k r J h Benefitted Areas C*w aesz Engineering Services � a La I)lloli Encinos , Colonias � �" La Volla Creek CW* qw Detention Project Timeline Engineering Services January - August September - June July - December Design Bid L Construction Engineering Services Questions? SC 0 U NoqopA,Eo AGENDA MEMORANDUM xss Action item for the City Council Meeting June 18, 2024 DATE: June 18, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Robert Dodd, Director of Park and Recreation RobertD4(a)cctexas.com (361) 826-3133 Professional Service Contract Harbor Bridge Parks Mitigation — Hillcrest Aquatic Center CAPTION: Resolution authorizing a professional services contract with Kimley-Horn of Austin, Texas, deviating from the City's procurement policy, to provide design, bid, and construction phase services for the Hillcrest Aquatic Center in an amount up to$600,000.00 located in Council District 1 with FY 2024 funding available from Park and Rec Bond 2014 proposition 2 funds, and amending the Capital Improvement Program. SUMMARY: This resolution authorizes approval of a professional services contract to provide design, permitting, design, bid, and construction phase services for Hillcrest Aquatic Center. This project construction has to be completed by May 2026. BACKGROUND AND FINDINGS: This action will allow for the City to procure a design consultant to prepare the design and construction documents for the Hillcrest Aquatic Center. The Texas Department of Transportation (TXDOT) has agreed to provide $5.5 Million for construction of the Hillcrest Aquatic Center. Combined with city funding, the completion of this facility is critical to meeting the city's Harbor Bridge Mitigation Plan to come into compliance with the Federal Highway Association (FHWA). The Harbor Bridge Parks Mitigation Plan was developed as a result of an agreements between Federal Highway Association, Texas Department of Transportation (TXDOT), the Corpus Christi Housing Authority to mitigate the impacts to the parks and neighborhood from the construction of the new Harbor Bridge. The park mitigation project addresses impacts to the former Washington Elementary School site and the three existing City Parks: TC Ayers Park, Ben Garza Park, and Dr. HJ Williams Memorial Park (Hillcrest Park). A professional services contract with Halff Associates Inc, was previously authorized by Council on September 14, 2021 to prepare park program development plan, park concept planning, establish the appropriate Levels of Service (LOS) for each park, identify necessary hike and bike trail connections with community input and stake holder coordination, prepare/update cost estimates and design plans. Currently the preliminary design is 90% complete. PROJECT TIMELINE: According to the agreement with the FHWA, this project construction has to be completed by May 2026. 2024 20251 1 . July - December January - March April - March Design Bid Construction Project schedule reflects City Council award for design in July 2024 with anticipated project completion in by March 2026. COMPETITIVE SOLICITATION PROCESS This project construction has to be completed by May 2026. Due to the urgency of this project an exception to the City's procurement policy is being requested with this project. Local Government Code 252.022(a) exempts this contract or procurement from State's competitive bidding requirements because it is a procurement for professional services. Texas Government Code 2254 requires the City to select professional services based on demonstrated competence and qualifications to perform the services. Kimley-Horn was selected for Bill Witt City Park Pool and Facility Design with the RFQ Number 3409. Kimley Horn was selected based on four factors: 1) firm's experience and qualifications; 2) team's experience and qualifications; 3) understanding of project scope; and 4) the design firm's ability to maintain schedules, cost, and quality controls. Kimley Horn is a full-service consulting firm with a long-standing record of aquatic facility design for public and private sector clients. Kimley-Horn was established in 1967 and is a nationwide leader in aquatic planning and design. The firm averages four to five aquatic facilities designs per year, keeping up with trends and technological advances. The design team has vast experience providing design, bid, and construction phase services for aquatic center development. Kimley-Horn has selected sub-consulting partners who have the experience necessary to successfully execute the Bill Witt City — Park Pool and Facility design. Kimley-Horn has demonstrated capability in comparable projects, including similar climatic conditions such as windstorms and flooding hazards. Some of the projects that Kimley Horn is currently working on are Bill Witt City Park Pool and Facility, Thomas Foreman Park, Greenville, NC, Sooner Park Expansion, Bartlesville, OK, Bachman Park Expansion, Dallas, TX, Lincoln Park, Palmetto, FL, Thurgood Marshall Park, Dallas, TX, Exline Park, Dallas, TX, Harry Stone Park, Dallas, TX. ALTERNATIVES: Any alternative to awarding this contract to Kimley-Horn., will delay construction of this project. The project must be completed by the end of May 2026. The completion date is based on an agreement between the City and TxDOT. FISCAL IMPACT: The fiscal impact in FY2024 is an amount of $600,000.00 with funding available from the Parks and Recreation Bond 2014 proposition 2 funds. FUNDING DETAIL: Fund: Park & Rec Bond 2014 (Fund 3294) Department: Parks and Recreation (27) Org: Grants and Capital Projects (89) Account: Design (550950) Activity: 24416 Amount $600,000.00 Total: $600,000.00 RECOMMENDATION: Staff recommend awarding a professional services contract with Kimley-Horn. in the amount up to $600,000.00. The design of the project will begin in July 2024 and construction completion by March 2026. LIST OF SUPPORTING DOCUMENTS: Location Maps CIP Page Resolution authorizing a professional services contract with Kimley-Horn of Austin, Texas to provide design, bid, and construction phase services for the Hillcrest Aquatic Center in an amount not to exceed $600,000.00, located in Council District 1 with FY 2024 funding available from Park and Rec 2024 Certificate of Obligation funds. WHEREAS, the Capital Improvement Plan (CIP) administratively allocates the approved Capital Budget into discrete projects that are planned during each fiscal year. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Capital Improvement Program Plan is amended to add the Harbor Bridge Mitigation — Hillcrest Aquatic Center Project (Number 24416). SECTION 2. A professional services contract is authorized with Kimley-Horn in an amount not to exceed $600,000 to provide design, bid and construction phase services for the Hillcrest Aquatic Center. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Capital Improvement Plan 2024 rhru 2026 City of Corpus Christi, Texas Project# 24416 Project Name Harbor Bridge Mitigation-Hill Crest Aquatic Center Type Improvement/Additions Department Parks&Recreation Useful Life 25 years Contact Director of Parks&Recreation % Category Park Improvements Priority Priority Level 1 �- S,eo=oo Council District 1 Status Active Description Hill Crest Aquatic Center will be a part of the Harbor Bridge Mitigation park projects located off Lake and Winnebago streets.This project will focused on construction and development of a 13,500 sf pool that will have a pavilion with restrooms,bleachers,shade sails and parking lot to accommodate 60 cars. Justification To manage and maintain parks,beaches open spaces and recreational facilities for the community.To provide recreational,social and cultural programs and activities. Expenditures Prior Years 2024 2025 2026 Total Design 600,000 600,000 Eng,Admin Reimbursements 66,000 66,000 Total 666,000 666,000 Funding Sources Prior Years 2024 2025 2026 Total G.O. Bond Prior 660,000 660,000 Total 660,000 660,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. Project Location N W + E s . � _. ,' : � BREWS <r,i• Location Map R gREWSTER HUGHES z RESACA FITZGERALD Moo oact Q c LOBO _ Ho v�e�Rr k°FpkF -LAKE gkFs off w? ° TWIGS R BUFFALO I I ( N 3 BUFFALO ANTELOPE ;^✓o / ANTELOPE 3 m ��a LEOPARD WL ' '�s' * a LEOPARD x p z � 0- ' J a u = m J a -� O O MESTINA v, MESTINA a Z _� 7 -_.Q - � LIPAN UP RIVER LIPAN w V a ` V) , , �. A•r, COMANCHE Q g VC HOWARD HOWARD' 3 Q .•' ' HOWARD CALDWELL a 3 4 MUSSETT o Legend REDO 1. Dr HJ Williams Memorial Park r 7 P N } W 2 r (Hillcrest Park) 0 ES z o 3 2. T.C. Ayers Park m r o _ 3. Washington Coles Park Z = ran �,pRGUERITE c m .4 Ben Garza Park W = PARK a i MpRY �. N Hike and Bike Trail z W Z XI Trailhead N o c, = COLEMAN'F- 0 5. Hillcrest Aquatics Centerrn z FURMAN rn N rn 7- co RUTH = HANCOCK Hillcrest CITY COUNCIL EXHIBIT Aquatic Center CITY OF CORPUS CHRIST],TEXAS DEPARTMENT OF ENGINEERING SERVICES CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: June 18, 2024 Legistar Number: 24-0960 Agenda Item: Resolution authorizing a professional services contract with Kimley-Horn of Austin, Texas, deviating from the City's procurement policy, to provide design, bid, and construction phase services for the Hillcrest Aquatic Center in an amount up to $600,000.00 located in Council District 1 with FY 2024 funding available from Park and Rec Bond 2014 proposition 2 funds, and amending the Capital Improvement Program. Amount Required: $600,000.00 Fund Name Fund Department Org Account Activity No. Amount Park & Rec Bond 3294 27 89 550950 24416-3300 $600,000.00 2014 Total $600,000.00 Director of Financial Services Date: Corpus Chr sti Engineering Harbor Bridge Parks Mitigation - Hillcrest Aquatic Center Council Presentation June 18, 2024 Project Location ,A Corp*ChIst, Engineering r+q.aesuxm �.. yrxst°t Location Map tgeo '1 ss 4o�ega' 'bOlrc � uxc � � Jg'�9 [o1UN[�� npxaRD xgWARp �� ; � x at xoss� 40 �L77dV,xCpo ��`✓ S J Williams Memorial park (Hilkcrest Park) ' t 2.T.C.Ayers Park 9 3.Washington Coles Park 4.Ben Garza Park l3 wxx Hike and Bike Trail Md'� • Trailhead 2 rust�"ax i 5.HiBcrest Aquatics Center �xuYx NaNfACx 2 `I Project Layout A� C*C � Engineering Parking(88)Pooh , &Softball Field � Restroom/Pavilion �_J Bleachers Shade Sails(5) J 10-Lane Pool \; �j This pool and parking lot layout has not been verified to meet any city,state or national accessibility requirements or pool code.This drawing is for illustrative purposes only. 4 T.C . AYERS PARK E®E h a W Project Rendering Corp*ChIst, Engineering A, �Y 4 Project Scope Corpus Chrsti Engineering Hillcrest Aquatic Center project scope includes: • Pool design • Club House • Parking lot Project Schedule Corp*ChIst, Engineering 2024 20251 1 July - December January - March April - March Design Bid Construction Project schedule reflects City Council award for design in July 2024 with anticipated project completion in by March 2026. se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ Consideration at the City Council Meeting of June 18, 2024 1852 DATE: June 3, 2024 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO Assistant City Manager Heatherh3Cu)-cctexas.com 361-826-3506 Approval of a 380 incentive agreement for the development of Casa Blanca Village Apartments CAPTION: Resolution authorizing a 380 incentive agreement with Corpus Christi Capital Group LLC and Corpus Christi Party Hotel LLC in the amount of up to $5,000,000 over a 10 year period for the development of the Casa Blanca Village Apartments. The project will include up to 200 apartment units focused on workforce residences which will be income qualified and subject to HUD fair market rent limits. SUMMARY: This resolution will authorize a 380 incentive agreement with Corpus Christi Capital Group LLC and Corpus Christi Party Hotel LLC for the development of the Casa Blanca Village Apartments. The project will redevelop two former hotel sites into an estimated 400-unit multi-family complex. Up to 200 apartment units will be focused on workforce residences. These units will be income qualified and subject to HUD fair market rent limits. Total incentive is an amount of up to $5,000,000 over a 10-year period based on $25,000 incentive per income qualified unit. BACKGROUND AND FINDINGS: Corpus Christi Capital Group LLC & Corpus Christi Party Hotel LLC is the owner of 6255 IH-37 and 910 Corn Products Rd respectively. These entities are owned and operated by Al Rajabi, collectively the "Developer" for this project known as "Casa Blanca Village Apartments" phase 1 & 2. Both properties have their main entrance facing Corn Products Rd and are located on a combined 11.34 acres between IH-37 and Leopard Street. The Developer anticipates the total project investment to be $60,680,000 which includes phase 1 & 2. The proposed development is an adaptive re-use project of two former hotels that were originally constructed in 1975 and 1984. While they have sat vacant for several years, the Developer proposes to bring new life to these properties with a planned conversion into a multi- family workforce housing project. The development will have a maximum of 400 units with up to 200 units allocated for households at or below 100 percent of the area median income (AMI). These units will have rent limits and income qualifications. The remaining units can be rented at market rate. Housing affordability continues to be a nationwide issue that is relevant to Corpus Christi and the region. Salaries and wages have not kept up with the increase in housing costs which have increased significantly over the last 5 years. HUD's Housing Affordability Guideline is that no more than 30% of income should be spent on housing costs including utilities. While market rate housing development struggles to financially make sense due to construction inflation and the cost of capital, workforce housing development is even more financially unfeasible due to the same issues in addition to lower rental income from below market rates which affect annual cash flows to service debt on these developments. The Local, State, and Federal government do not have programs to assist in workforce housing developments like are available for low- income housing projects. This further creates a gap in this critical housing sector. Major employers have expressed the need for additional housing options and in particular, workforce housing will continue to be needed to support our region's workforce. This project is intended to create housing for the region's workforce population and is strategically located within a 10-minute drive of 40% of the region's workforce. HUD defines workforce as an individual or a family whose income is between 80 — 120% of AMI. This project will restrict the income limit to 100% AMI or below and will set rents for the workforce units based on HUD's annual fair market rents. An example of 80% AMI and rent limits are below: Corpus 30% Housing HUD Fair Family Cost Housing Size Christi including Unit Market Rent 80/o AMI Utilities Limit 1 Person $44,240 $1,106 Studio $1,030 2 Person $50,560 $1,264 One-Bedroom $1,104 3 Person $56,880 $1,422 Two-Bedroom $1,355 4 Person $62,440 $1,560 In addition to providing workforce housing, this project is an adaptive re-use development. Adaptive re-use, infill, and revitalization (AIR) developments repurpose vacant, underutilized, or struggling real estate assets into a higher and better use within the inner City. Encouraging and facilitating these developments are becoming a best practice for Cities and are often a catalyst for growth and revitalization. Additionally, AIR developments can often be more cost effective to Cities since they are typically located within existing City infrastructure (Streets, Water, Wastewater, and Gas) and within the purview of exiting City Services (Police, Fire, Code, & Infrastructure Maintenance Schedules). The City currently collects a combined $4,500 in property taxes on these two properties with an additional $12,200 collected for other taxing entities. This development is projected to generate $2,650,000 in taxes to the City within 10 years of phase 2 completion or an estimated $265,000 annually. During the same period, an additional $7,200,000 will be generated for Nueces County, Del Mar College, Hospital District, Emergency Services District #1, and CCISD combined. The Developer is requesting $25,000 per unit that are income qualified and subject to HUD fair market rent limits for up to 200 units. The Developer will be reimbursed annually over a 10-year period from taxes collected, with the balance funded through the General Fund. The incentive period will begin at the completion of phase one with an estimated completion date of December 2026. At the completion of phase one, the developer will be eligible to receive an annual incentive payment for up to 150 units. Phase two is estimated to be completed June 2028 and at that time the developer will be eligible to receive annual incentive payments on up to 50 additional units. If the developer does not complete phase two, they will only be eligible to receive incentives for up to 150 units. ALTERNATIVES: City Council could not approve this agreement or limit the incentive amount. FISCAL IMPACT: There is no fiscal impact in the current fiscal year. Based on an estimated completion date the first incentive payment will be paid during fiscal year 2027 and will be a rebate of taxes paid by the developer with the remaining funded through the General Fund. RECOMMENDATION: City Staff recommends authorizing this agreement to provide up to 200 new workforce housing units within Corpus Christi. LIST OF SUPPORTING DOCUMENTS: Resolution 380 developer agreement Presentation 1 Resolution approving a Chapter 380 agreement with Corpus Christi Capital Group LLC and Corpus Christi Party Hotel LLC for the development of Casa Blanca Village Apartments, in the amount of up to $5,000,000.00 over a ten year period for up to 200 apartment units focused on workforce residences. WHEREAS, Corpus Christi Capital Group LLC and Corpus Christi Party Hotel LLC has proposed to construct an approximately $60,680,000.00 Casa Blanca Village Apartments within the City of Corpus Christi, and to develop 400 apartment units on said property; and WHEREAS, Corpus Christi Capital Group LLC and Corpus Christi Party Hotel LLC has applied for incentives through a Chapter 380 agreement, which would provide reimbursement payments over ten years in the amount not to exceed $5,000,000.00 for up to 200 apartment units focused on workforce residences; and WHEREAS, the City recognizes the positive economic impact that the proposed Chapter 380 agreement will have on the City through creation of jobs, stimulation of business and commercial activity in the City, and increased tax revenues related to the construction of the proposed Casa Blanca Village Apartments; 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 project. SECTION 2. That the City Manager or designee is authorized to execute a Chapter 380 agreement with Corpus Christi Capital Group LLC and Corpus Christi Party Hotel LLC in the total amount not to exceed $5,000,000.00 for the development of up to 200 apartment units focused on workforce residences. z PASSED AND APPROVED on the day of 2024: ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette M. Guajardo City Secretary Mayor CHAPTER 380 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND CORPUS CHRISTI CAPITAL GROUP, LLC AND CORPUS CHRISTI PARTY HOTEL, LLC City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 1 CHAPTER 380 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT This Chapter 380 Economic Development Incentive Agreement ("Agreement") is entered into as of June 12024 by and among the CITY OF CORPUS CHRISTI, TEXAS, a home rule city ("City") and Corpus Christi Capital Group, LLC and Corpus Christi Party Hotel, LLC, both Texas limited liability companies("Companies"). RECITALS WHEREAS, the Companies desire to develop two tracts of properties located at 6255 IH-37 and 910 Corn Products Road, as more particularly described in the conceptual plan for the project attached hereto as EXHIBIT"A"(the "Project"as more particularly defined below),in Corpus Christi,Texas. Both property tracts have their main entrance facing Corn Products Road and are located on a combined 11.34 acres between IH-37 and Leopard Street;and WHEREAS,the City has established a program in accordance with Article III, Section 52-a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380") under which the City has the authority to make loans or grants of public funds for the purposes of promoting local economic development and stimulating business and commercial activity within the City; and WHEREAS, the Corpus Christi City Council has adopted Resolution No. authorizing the City to make certain economic development grants up to $5,000,000 to Companies in recognition of, conditioned upon and derived from the positive economic benefits that will accrue to City through Companies' development of Projects together with certain public improvements for the benefit of the City,at a Capital Investment by Companies for the development of the Casa Blanca Village Apartments. WHEREAS,the payments to Companies under this Agreement are exclusively performance-based so that no payment will be made to Companies until and unless the Project is constructed and operated, resulting in tax revenues from the Project which then will provide income to the City and the payments to Company,described herein; and WHEREAS, the City has concluded and hereby finds that this Agreement promotes economic development in the City of Corpus Christi and, as such,meets the requirements under Chapter 380 and the City's established economic development program, and, further, is in the best interests of the City and Company; and WHEREAS, the City recognizes the positive economic impact that the Project will bring to the City through development and diversification of the economy, reduction of unemployment and underemployment through the production of new jobs,the attraction of new businesses,and the additional tax revenue generated by the Project for the City; and WHEREAS, in consideration of the development, construction and building of the Casa Blanca Village Apartments, which will assist in stabilizing the existing Sales Tax Revenues and Property Tax Revenues (as defined herein) to the City, the City agrees to use such funds in order to provide the Reimbursement Amount(as defined herein)to the Company directly in the amount described in Article V of this Agreement WHEREAS, to ensure that the benefits the City provides under this Agreement are utilized in a manner consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 of the Texas Local City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 2 Government Code and other law, the Companies have agreed to comply with certain conditions to the payment of those benefits; NOW,THEREFORE,in consideration of the mutual benefits described in this Agreement,and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,City and Companies agree as follows: ARTICLE I REPRESENTATIONS 1.1 Representations of the City. The City hereby represents to the Companies that as of the date hereof (A) The City is a duly created and existing municipal corporation and home rule municipality of the State of Texas under the laws of the State of Texas and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. (B) The City has the power, authority and legal right under the laws of the State of Texas and the City Charter to enter into and perform this Agreement and the execution,delivery and performance hereof (i)will not,to the best of its knowledge,violate any applicable judgment,order,law or regulation, and(ii) do not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon any assets of the City under any agreement or instrument to which the City is a party or by which the City or its assets may be bound or affected. (C) This Agreement has been duly authorized,executed and delivered by the City and, constitutes a legal, valid and binding obligation of the City, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency,moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (D) The execution, delivery and performance of this Agreement by the City do not require the consent or approval of any person which has not been obtained. 1.2 Representations of the Companies. The Companies hereby represent to the City that as of the date hereof, (A) The Companies are duly authorized and existing and in good standing as limited liability companies under the laws of the State of Texas, and shall remain in good standing in the State of Texas during the Term of this Agreement. (B) The Companies have the power, authority and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof, (i)have been duly authorized, and will not,to the best of its knowledge, violate any judgment, order, law or regulation applicable to the Companies or any instrument to which Companies are a parry or by which it may be bound, and(ii) do not constitute a default under or result in the creation of,any lien,charge,encumbrance or security interest upon any assets of the Companies under any agreement or instrument to which the Companies are a party or by which the Companies or their assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of the Companies,enforceable in accordance with its terms except to the extent that(1) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 3 moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors'rights and(ii)certain equitable remedies including specific performance may be unavailable. ARTICLE II DEFINITIONS The recitals to this Agreement are hereby incorporated for all purposes. The terms, "Agreement," "Chapter 380," "City," "Company," "Project," and "Island Canal Walk" shall have the above meanings, and the following words or phrases shall have the following meanings: 2.1 "Act of Default"or"Default"means failure to timely, fully, and completely comply with one or more requirements, obligations, performance criteria, duties, terms, conditions or warranties, as stated in this Agreement. 2.2"Assessed Taxable Value"means the taxable assessed ad valorem tax values set annually by the Nueces County Appraisal District with respect to the Property,improvements,and tangible personal property(with a depreciation schedule of seven (7) years or greater) included in the Project, including all improvements now or hereafter. 2.3 "Certificate of Occupancy" shall mean that document entitled "Certificate of Occupancy" (or other similar title) issued by City upon substantial completion of certain portions of the Project in accordance with all applicable codes,regulations,and ordinances of City.A Certificate of Occupancy shall not include a certificate issued in error, mistake or misrepresentation of facts, nor shall it include any temporary certificate of occupancy or other document authorizing temporary or conditional occupancy. 2.4 "Chapter 380 Payment(s)" means the amount(s) payable by City to Company under Article V of this Agreement,to be paid from Sales Tax Revenue and Property Tax Revenue. 2.5 "Commence Construction" means (i) to commence the work of constructing the improvements or features with all approvals thereof required by applicable governmental authorities obtained as necessary; (ii)a notice to proceed has been issued to the contractor;and(iii)onsite construction of the site development components(such as drainage,extensive grading or utilities)is underway and being pursued. 2.6"Completion"means(1)substantial completion of said particular structure in accordance with the terms of this Agreement and the plans and specifications therefor, (ii) issuance of Certificates of Occupancy for the improvements or features for which Certificates of Occupancy may be issued,and(iii)the improvement is Open for Business. 2.7 "Compliance" means timely, fully and completely performing or meeting each and every term, requirement,obligation,performance criteria,duty,condition or warranty as stated in this Agreement. 2.8 "Continuously Operate" means possession of all personal property and inventory necessary for the operation of the Project in accordance with the standard of operation of comparable facilities and that the improvements included in the Project remain Open for Business. 2.9 "Effective Date" means the first date by which this Agreement has been signed by all of the parties hereto. 2.10 "Federal Bankruptcy Code" means Title 11, United States Code, as amended, and any successor statute. City of Coipas Christi Chapter 380 Agreement—Casa Blanca Village Apartments 4 2.11 "Fiscal Year"shall mean the twelve consecutive month period designated by the City as its fiscal year. As of the date of this Agreement, the City's fiscal year commences on October 1 and ends on the next succeeding September 30. 2.12"Force Majeure"means any act that(a)materially and adversely affects the affected Party's ability to perform the relevant obligations under this Agreement or delays such affected Party's ability to do so, (b) is beyond the reasonable control of the affected Party, (c) is not due to the affected Party's negligence or willful misconduct and(d)could not be avoided by the Party who suffers it by the exercise of commercially reasonable efforts (provided that such commercially reasonable efforts shall not require such Party to expend a material amount of money to avoid the act giving rise to a Force Majeure). Subject to the satisfaction of the conditions set forth in (a) through (d) above, Force Majeure shall include but not be limited to: (i) natural phenomena, such as storms, floods, lightning and earthquakes; (ii) wars, civil disturbances, revolts, insurrections, terrorism, sabotage and threats of sabotage or terrorism; (iii) transportation disruption,whether by ocean,rail,land or air; (iv) strikes or other labor disputes that are not due to the breach of any labor agreement by the affected Party;(v)fires;(vi)the unavailability of necessary and essential equipment and supplies; (vii) a breach by the City of this Agreement or any other actions, omissions of or delays by a Governmental Authority (including the actions of City in its capacity as a Governmental Authority)that were not voluntarily induced or promoted by the affected Party, or brought about by the breach or noncompliance by the affected Party of its obligations under this Agreement or any applicable law; and (viii) failure of the other Party to perform any of its obligations under this Agreement within the time or by the date required pursuant to the terms of this Agreement for the performance thereof, provided, however,that under no circumstances shall Force Majeure include any of the following events: economic hardship for any reason inclusive of market conditions or changes. 2.13 "Insolvent"means failure to timely pay debts in the ordinary course of business or failure to pay all debts when and as they become due,or insolvent within the meaning of the Federal Bankruptcy Code. 2.14"Maximum City Commitment"shall mean the largest commitment due by the City to the Company as determined in Article V. 2.15 "Open for Business"means open for full-time business operations with products and/or services that are necessary and during hours that are standard and comparable to other businesses of the type. 2.16 "Property Tax Revenues"means the City ad valorem taxes attributable to the Project for the Term of the Agreement and collected by the City in each Fiscal Year. 2.17 "Reimbursement Amount" shall mean the portion of the Property Tax Revenues that the City agrees to pay to the Company during the Term of the Agreement,but limited to the maximum City Commitment as stated herein, if the Company satisfies the conditions thereto stated in this Agreement. The Reimbursement Amount shall not include any: i)sales and use taxes received by the City for crime control and prevention or pursuant to the Development Corporation Act;ii)ad valorem property tax that is collected in accordance with Article VIII, Sec. 1(c)of the City's Charter,or any other provision that dedicates the ad valorem collection for a specific purpose, and iii) utilities revenues and other fees collected by the City from the Project. 2.18 "Workforce Residence Unit" means an apartment unit that shall be income qualified below one hundred percent(100%)of the area median income(AMI), and subject to HUD fair market rent limits. 2.19 "Term"means the period defined in Article III of this Agreement. ARTICLE III City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 5 TERM 3.1 The term of this Agreement (the "Term") will begin on the Effective Date it is entered into and shall terminate when payment in full from City to Companies has been met as required below in Article IV of agreement or as terminated by City pursuant to Article VII of this agreement. ARTICLE IV COMPANIES REQUIREMENTS 4.1 Development. If the Companies perform the following requirements, City agrees to pay the Chapter 380 Payments as stated in this Agreement: (A) If Companies achieve Completion of Phase I of the Project by December 2026 (evidenced by a Certificate of Occupancy), and Phase I will have up to 150 units allocated for workforce residences,then Companies shall receive the Chapter 380 Payments for up to 150 workforce residence units. Should Companies fail to achieve Completion of the Casa Blanca Village Apartments Project Phase I by December 2026, Companies shall forfeit all Chapter 380 Payments and this Agreement shall terminate. (B) If Companies achieve Completion of Phase II of the Project by June 2028 (evidenced by a Certificate of Occupancy), and Phase I and II will have up to 200 workforce residences,then, Companies shall receive the Chapter 380 Payments for up to 200 workforce residence units. Should Companies fail to achieve Completion of the Casa Blanca Village Apartments Project Phase II by June 2028, Companies shall only be eligible to receive incentives for up to 150 units. The 50 units from Phase 2 can be transferred to the building from Phase I at the completion of Phase 2. (C) Company must Commence Construction of the Project no later than 12 months after the Effective Date of this Agreement and must reach Completion of the Phase I Project no later than December 2026. Upon Completion, the Project must include all features listed in EXHIBIT"A". This Section and the performance requirements of EXHIBIT"A"may only be amended or changed with approval of City Council,in its sole discretion,by Resolution or Ordinance. (D) The completed Project must include a minimum of 100 workforce residence units. Companies shall receive the Chapter 380 Payments up to 200 workforce residence units. This Section 4.1 (D)may only be amended or changed with approval of City Council,in its sole discretion,by Resolution or Ordinance. (E) The Companies shall pay,or cause third parties to pay,its engineering,planning, accounting, architectural, legal fees and expenses, survey, testing, laboratory costs, license fees, land clearing and grading costs, advertising and other bidding costs, amounts due under construction contracts, costs of labor and material,insurance premiums,interest,carry cost,financing fees and other costs and expenses incurred in connection with the construction of Companies improvements and features. (F) If requested by the City,the Companies must reasonably assist the City in the preparation of any documentation necessary to enable the City to prepare and obtain approval of any of the documents or actions required of the City to perform any of its obligations under this Agreement. The City shall not be responsible for any of such costs out of its current revenues or other sources, City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 6 except in accordance with payment of Chapter 380 Payments to the Companies as provided in this Agreement. (G) Upon Completion of the Project and during the term of this Agreement, the Company shall maintain the property, improvements and premises in a commercially reasonable manner, comparable to the maintenance of similar establishments. (IT) Chapter 380 Payments received are reimbursement amounts for satisfaction of City Commitment as stated in this economic development agreement. 4.2 Operational Requirement. During the Term following Completion of the Project,the Project must be continuously operated, subject to Force Majeure. If any improvement included in the Project once in operation are not Continuously Operated during any calendar year,the City will make no payments related to that improvement that is not operated. Operation of property as an apartment complex and requirements of those operations as stated in this agreement are mandatory for Chapter 380 Payments to be received. 4.3 Utilization of Local Contractors,Suppliers and Materials Purchased in Corpus Christi.Companies agree to exercise reasonable efforts in utilizing local contractors, suppliers, and materials purchased in Corpus Christi for the construction of the Project, except where not reasonably possible to do so in operating efficiency in the normal course of business. 4.4 Utilization of Disadvantaged Business Enterprises(DBE). (A) Companies agree to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women- owned business enterprises and historically-underutilized business enterprises. 4.5 Compliance with City Standards. Companies acknowledge that,unless specifically otherwise provided in this Agreement,development of the Project must comply with all applicable City codes and ordinances. For any development requirements not covered in this Section or in the remainder of the Agreement, the applicable City code and ordinance provisions shall control. ARTICLE V PROJECT FINANCING AND FUNDING 5.1 City Commitment. (A) Pursuant to its authority under Chapter 380,the City hereby agrees to pay the Reimbursement Amount to the Companies in accordance with this Agreement,provided that the Companies fully comply with all terms and conditions of this Agreement. (B) The Parties agree that the Companies will be reimbursed annually over a 10-year incentive period from taxes collected for each Phase. For Phase I,the incentive period will begin one year after a Certificate of Occupancy has been issued. For Phase H,the incentive period will begin one year after a Certificate of Occupancy has been issued. At the completion of Phase I,the Companies will be eligible to receive an annual incentive payment for up to 150 workforce residence units and Companies shall receive the Chapter 380 Payments up to 150 workforce residence units. At the completion of Phase II,Companies will be eligible to receive annual incentive payments for up to 50 additional workforce residence units, totaling up to 200 workforce residence units, and Companies shall receive the Chapter 380 Payments for City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 7 up to 200 workforce residence units. If the Companies do not complete Phase II,they will only be eligible to receive incentives for up to 150 units workforce residence units. (C) Payments: City commits to a $25,000.00 incentive per workforce residence unit that is verified to be income qualified and subiect to HUD fair market rent limits. Total incentive is an amount not to exceed $5,000,000.00 for up to 200 total workforce residence units. For Phase I. payments of$25,000.00 per workforce residence shall be made beginning one year after Certificate of Occupancy has been issued. For Phase II, payments of$25,000.00 per workforce residence shall be made beginning one year after Certificate of Occupancy has been issued. (D)Property Tax Revenues and Tax Payment by Companies. During the Term of this Agreement, the City shall determine annually the amount of the Property Tax Revenues received by the City and attributable to the completed Project in cooperation with the Companies. Companies are required to pay all property taxes annually and timely. Any nonpayment or default of property tax payments by Companies constitutes a breach of this agreement, and City in its sole discretion may terminate the agreement for nonpayment of Companies' property taxes. Companies shall provide the City an annual paid property tax bill,no later than December 31st of each year, stating Company's figures attributable to the completed Project and the corresponding amount of Property Tax Revenues. ARTICLE VI COVENANTS,WARRANTIES, OBLIGATIONS AND DUTIES OF COMPANIES If the Companies shall have made any false or substantially misleading statements herein or failed to timely and fully perform as required in this Agreement, such shall be an Act of Default by Companies, subject to Section 9.1 herein.Failure to comply with any one covenant or warranty shall constitute an Act of Default by Companies, subject to Section 9.1 herein. Companies, as of the Effective Date, make the following covenants and warranties to City,and agree to timely and fully perform the following obligations and duties. 6.1 Litigation.No litigation or governmental proceeding is pending or,to the knowledge of Companies,or its officers, threatened against or affecting Companies or the Property that may result in any material adverse change in Companies' business,properties or operation. 6.2 Untrue Statements. To the best of their knowledge,no certificate or statement delivered by Companies to City in connection herewith, or in connection with any transaction contemplated hereby, contains any untrue statement or fails to state any fact necessary to keep the statements contained therein from being misleading except those which have been replaced by subsequent certificates or statements heretofore given to the City in substitution. 6.3 Bankruptcy. There are no bankruptcy proceedings or other proceedings currently pending or contemplated,and Companies have not been informed of any potential involuntary bankruptcy proceedings. 6.4 Licenses and Authority. To the best of its knowledge, Companies have acquired and maintained all necessary rights, licenses,permits and authority to carry on their respective businesses in Corpus Christi, Texas, and will continue to use commercially reasonable efforts to maintain all necessary rights,licenses, permits and authority. 6.5 Payment of Taxes.Companies shall timely pay all taxes due and owing by them to all taxing authorities having jurisdiction. If Companies fail to pay property taxes, any nonpayment or default of property tax payments by Companies constitutes a breach of this agreement,and City in its sole discretion may terminate City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 8 the agreement for nonpayment of Companies' property taxes. In addition,Companies shall timely pay all employment,income,franchise,and other taxes hereafter to become due and owing by them,respectively, to all local,state,and federal entities subject,however to their right to contest the same in a lawful manner. 6.6 Management Changes. Companies shall notify City in writing of any substantial changes in management of Companies within forty five (45) days after Company's knowledge thereof. Substantial changes mean changes in Chairman of the Board,President,or Chief Executive Officer. 6.7 Ownership Changes.Companies shall notify City in writing of any changes in ownership of any part of the Project or of Companies within forty five (45)days after Companies' knowledge thereof. 6.8 Succession of Ownership.No change of ownership or management of any part of the Project and/or a change of ownership or management of Companies shall abate, waive, terminate or in any way relieve Companies of their obligations herein. 6.9 Non-discrimination. Companies agree that, as to all of the programs and activities arising out of this Agreement, it will not discriminate against any person on the basis of race, color, national origin, sex, or by reason of being disabled. 6.10 Lessee/Owner Lists. Companies shall provide to City in writing lists of all Project tenants or other persons making sales or purchases of taxable items or real property in the Project(the "Lessee/Owner List"). Companies will periodically and timely notify City of changes to the Lessee/Owner List. Companies are responsible as herein provided for supplying to City such identifying information for each person on the Lessee/Owner List as is required by the Comptroller to issue their sales tax area reports. ARTICLE VII SUSPENSIONS/TERMINATION Subject to the terms of Article V herein,City,under the following circumstances,and at its sole discretion, may temporarily suspend making Chapter 380 Payments under this Agreement and/or terminate this Agreement, without liability to Companies, and all future payment obligations shall automatically cease upon anyone of the following events: 7.1 Receiver.The appointment of a receiver for Company(s),or of all or any substantial part of its property, and the failure of such receiver to be discharged within ninety(90) days thereafter. 7.2 Bankruptcy. The adjudication of Company(s) as a bankrupt. 7.3 Bankruptcy Petition. The filing by Company(s) of a petition or an answer seeking bankruptcy, receivership, reorganization, or admitting the material allegations of a petition filed against it in any bankruptcy or reorganization proceeding. 7.4 Failure to Comply with Audit or Inspection Requirements. The failure of Company(s)to reasonably cooperate with the City in the monitoring process described in Article VIII below and not cure deficiencies within the ninety(90)day Cure Period. 7.5. Failure to Pay Property Taxes as Required. The failure of Company(s)to pay property tax payments constitutes a breach of this agreement, and City in its sole discretion may terminate the agreement or suspend Chapter 380 Payment(s)due to nonpayment of Company(s)property taxes. City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 9 ARTICLE VIII INSPECTING,AUDITING AND CURE PERIOD 8.1 Inspection for Certification of Workforce Residence Units. The City may inspect Companies'units and records to certify compliance with the number of Workforce Residence Units reported. Such inspections shall be conducted one year from the date of the certificate of occupancy,and every two(2)years thereafter. In the event a Notice of Violation is issued to Companies by City,an inspection to certify compliance with the number of Workforce Residence Units reported shall be conducted six(6) months after the Notice of Violation was issued. In the event Companies are not issued any Notice of Violations within three (3) consecutive years,then inspections shall be performed every three (3)years. 8.2 Audit by the City.The City may audit Company's records to determine their compliance with the terms of this Agreement. This audit will be done by the City or a third party chosen at City's discretion and paid for by Companies. Company(s)shall provide the City an annual report,no later than March 1 of each year, stating Company's occupancy attributable to the Project and the corresponding amount of Property Tax paid to the City by Company. The City at its discretion may also choose to accept an audit performed by Companies chosen third party. 8.3 Access to Records/Right to Audit/Inspect. Companies,during normal business hours shall allow City or third party auditor/inspector designated by City reasonable access to its records and books and all other relevant records related to each of the economic development considerations and incentives and performance requirements, as stated in this Agreement, but the confidentiality of such records and information shall be maintained by City and third party auditor/inspector unless disclosure of such records and information shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General. 8.4 Cure Period. When an inspection or audit by City or designated third party reveals Companies failed to properly certify the number of Workforce Residence Units, City shall issue a Notice of Violation to Companies. At a minimum,each Notice of Violation must advise the Company owner(s)of the violations and provide a ninety (90) day period ("Cure Period") to correct the deficiencies. If Companies cure the deficiencies and certify the correct number of Workforce Residence Units, the City may withdraw the Notice of Violation. If Companies fail to cure the deficiencies during the sixty(60)day Cure Period, City may terminate or suspend as stated in Article VII above. ARTICLE IX DEFAULT 9.1 Default. Subject to Force Majeure and any consent given under Section 9.2, should Companies fail to timely, fully and completely keep or perform any one or more of the covenants or warranties made by Companies in this Agreement, such failure to perform shall be an Act of Default by Companies and,if not cured and corrected within ninety(90)days after written notice to do so or by express waiver by the Corpus Christi City Council, City may terminate this Agreement and cease making any further Chapter 380 Payments.Companies shall be liable to City for any actual damages sustained by the City as a result of said Act of Default by Companies under this Agreement, subject to the provisions of Section 11.13. 9.2 Consent and Excuse. In the event of unforeseeable third party delays which are not Force Majeure and upon a reasonable showing by Companies that it has immediately and in good faith commenced and is diligently and continuously pursuing the correction, removal or abatement of such delays by using City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 10 commercially reasonable efforts, the Corpus Christi City Council may consent to and excuse any such delays. 9.3 City. Any delay for any amount of time by City in providing notice of Default to Companies hereunder, shall in no event be deemed or constitute a waiver of such Default by City of any of its rights and remedies available in law or in equity. 9.4 City Waiver. Any waiver granted by City to Companies of an Act of Default shall not be deemed or constitute a waiver of any other existing or future Act of Default by Companies or of a subsequent Act of Default of the same act or event by Companies. ARTICLE X CITY'S LIABILITY LIMITATIONS 10.1 Should City fail to timely, fully and completely comply with any one or more of the requirements, obligations,duties,terms,conditions or warranties of this Agreement,such failure shall be an Act of Default by City and City shall have ninety(90) days to cure and remove the Default after receipt of written notice to do so from Companies.Companies specifically agree that City shall only be liable to Companies for the actual amount of the money grants to be conveyed to Companies, and shall not be liable to Companies for any actual or consequential damages, direct or indirect, or interest for any act of default by City under the terms of this Agreement. ARTICLE XI MISCELLANEOUS PROVISIONS 11.1 Attorneys' Fees. If any legal action or proceeding is commenced between City and Companies based on this Agreement,the prevailing party in the legal action will be entitled to recover its reasonable attorneys' fees and expenses incurred by reason of such action,to the extent allowed by law. 11.2 BindingE . This Agreement will be binding on and inure to the benefit of the parties and their respective successors and assigns. 11.3 Assi ng ment. Except as provided below, Companies may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of the City Manager, or designee.If the City Manager does not approve,the Companies may take the assignment to the City Council for approval. The City Council or City Manager must approve the assignment within 30 days. 11.4 Termination. If Companies elect not to proceed with the development of the Project as contemplated by this Agreement, Companies will notify City in writing, and this Agreement and the obligations of both parties will be deemed terminated and of no further force or effect as of the date of such notice. . 11.5 Notice.Any notice or other communication("Notice")given under this Agreement must be in writing, and may be given: (1) by depositing the Notice in the United States Mail, postage paid, certified, and addressed to the party to be notified with return receipt requested; (ii)by personal delivery of the Notice to the party,or an agent of the party;or(iii)by confirmed facsimile,provided that a copy of the Notice is also given in one of the manners specified in(i)or(ii).Notice deposited in the mail in the manner specified will be effective two(2)days after deposit.Notice given in any other manner will be effective only if and when received by the party to be notified. For the purposes of Notice, the addresses of the parties will, until changed as provided below,be as follows: Corpus Christi Capital Group LLC City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 11 Al Raj abi,Principal and CEO 128 Westcourt Lane San Antonio,TX 78257 Corpus Christi Party Hotel LLC Al Raj abi,Principal and CEO 128 Westcourt Lane San Antonio,TX 78257 City: City of Corpus Christi Attn.: City Manager P.O.Box 9277 Corpus Christi,Texas 78469-9277 Ph: (361) 826-3220 Facsimile: (361) 826-3839 with a copy to: City Attorney P.O. Box 9277 Corpus Christi,Texas 78469-9277 Any party may designate a different address at any time by giving Notice to the other party. 11.6 Interpretation.Each of the parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. In the event of any dispute regarding the interpretation of this Agreement, this Agreement will be interpreted fairly and reasonably and neither more strongly for nor against any party based on draftsmanship. 11.7 Relationship of the Parties.This Agreement will not be construed as establishing a partnership or joint venture,joint enterprise,express or implied agency,or employer-employee relationship between the parties. Neither City, nor its past, present or future officers, elected officials, employees or agents, assume any responsibility or liability to any third party in connection with the development of the Project or the design, construction or operation of any portion of the Project. 11.8 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws,it is the intention of the parties that the remainder of this Agreement not be affected and it is also the intention of the parties that,in lieu of each provision that is found to be illegal, invalid or unenforceable,a provision be added to this Agreement which is legal,valid or enforceable and is as similar in terms as possible to the provision found to be illegal,invalid or unenforceable. 11.9 Paragraph Headings, Etc. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the paragraphs. 11.10 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 11.11 Counterparts.This Agreement may be executed simultaneously in two or more counterparts,each of which will be deemed an original,but all of which will constitute one and the same instrument.A facsimile signature will be deemed to be an original signature for all purposes. City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 12 11.12 Damages not included. Damages awarded in an adjudication brought against City or Companies arising under the Agreement, including any amendments thereto, may not include: (i) consequential damages; (ii)exemplary damages; or(iii)damages for unabsorbed home office overhead. 11.13 Statutory Verifications. The Companies,each individually,make the following representations and verifications to enable the City to comply with Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Chapter 380 Agreement. Liability for breach of any such verification prior to the expiration or earlier termination of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement. 11.14 Disclosure of Interested Parties. Pursuant to Section 2252.908(c)(4), Texas Government Code, as amended, Companies certify they are not required to file a Certificate of Interested Parties Form 1295 related to this Chapter 380 Agreement. Submitted herewith is a completed Form 1295 in connection with the Companies'participation in the execution of this Chapter 380 Agreement generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The Companies hereby confirm receipt of the Form 1295, and the Companies agree to acknowledge such form with the TEC through its electronic filing application not later than the thirtieth(30th)day after the receipt of such form. 11.15 Not a Sanctioned Company. The Companies,each individually,represents that neither it nor any of its parent company,wholly-or majority-owned subsidiaries,and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes the Companies and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. 11.16 No Discrimination Against Firearm Entities. The Companies, each individually, hereby verify that it and its parent company,wholly-or majority-owned subsidiaries, and other affiliates,if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Chapter 380 Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association"has the meaning provided in Section 2274.001(3),Government Code. 11.17 No Boycott of Energy Companies. The Companies, each individually, hereby verify that it and its parent company,wholly-or majority-owned subsidiaries,and other affiliates,if any,do not boycott energy companies and will not boycott energy companies during the term of this Chapter 380 Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1),Government Code. ARTICLE XII GENERAL TERMS City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 13 12.1 Entire Agreement. This Agreement and accompanying exhibits embodies the complete Agreement of the parties hereto, superseding all oral or written, previous and contemporary, agreements between the parties relating to matters in this agreement; and, except as otherwise provided herein, this Agreement cannot be modified or amended without a written agreement of the parties. 12.2 Sovereign Immunity. The Dissemination Agent and the Administrator agree that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer's sovereign or governmental immunities regarding liability or suit. 12.3 Law. This Agreement is subject to all legal requirements in City Charter and Code of Ordinances of City of Corpus Christi,Texas and all other applicable County,State and Federal laws,and Companies agree that it will promptly comply with all such applicable laws, regulations, orders and rules of the State, City and other applicable governmental agencies. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas without regard,however,to the conflicts of laws provisions of Texas law. 12.4 Venue. Venue for any legal action related to this Agreement is in Nueces County,Texas. 12.5 Confidential. City, its officers and employees, and its agents or contractors retained to perform economic development services for City,shall treat as confidential the financial statements and information together with any proprietary information delivered by Companies or its representatives to City and its representatives and shall not release such information to the public,unless required by law or court order. City shall immediately notify Company of requests or court orders to release such information. EXECUTED to be effective as of this day of 12024. Corpus Christi Capital Group LLC, a Texas limited liability company Signed on this day of 12024. By: By: NAME,TITLE Corpus Christi Party Hotel LLC, a Texas limited liability company Signed on this day of , 2024. City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 14 By: By: NAME,TITLE CITY OF CORPUS CHRISTI,TEXAS, a home-rule municipal corporation Signed on this day of , 2024. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Mayor Paulette Guajardo APPROVED AS TO LEGAL FORM: Jacqueline Bazan Date Assistant City Attorney For City Attorney Exhibit A—Project Description City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 15 Corpus Christi Capital Group, LLC and Corpus Christi Party Hotel, LLC will make a total capital investment project in Corpus Christi for the development of the Casa Blanca Village Apartments. The project will redevelop two former hotel sites into an estimated 400-unit multi-family complex. Up to 200 apartment units will be focused on workforce residences. These units will be income qualified and subject to HUD fair market rent limits. Total incentive is an amount of up to $5,000,000 over a 10-year period based on$25,000 incentive per workforce residence. When Companies achieve completion of the proposed multi-family complex and other conditions precedent have been met pursuant to this agreement,Companies shall receive the Chapter 380 Payments for the lesser of up to 200 workforce residence units or fifty percent (50%)of total apartment units. This project is intended to create housing for the region's workforce population and is strategically located within a 10-minute drive of 40% of the region's workforce. HUD defines workforce as an individual or a family whose income is between 80 — 120% of AMI. This project will restrict the income limit to 120% AMI or below and will set rents for the workforce units based on HUD's annual fair market rents. An example of 80%AMI to 100%AMI using 2024 AMI and HUD's 2024 fair market rent limits are below: Corpus Christi Corpus Family Christi Housing HUD Fair 80%AMI Market Rent Size (2024) 100% AMI Unit Limit(2024) (2024) 1 Person $44,240 $55,300 Studio $1,030 2 Person $50,560 $63,200 One-Bedroom $1,104 3 Person $56,880 $71,100 4 Person $62,440 $78,000 City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 16 Exhibit B—Property Description "PHASE 1": Owner: Corpus Christi Capital Group LLC Address: 6255 IH-37, Corpus Christi,TX 78408 Property ID: 246397 Legal Description: INTERSTATE IND COMPLEX LT2 BK 5 "PHASE 2": Owner: Corpus Christi Party Hotel LLC Address: 910 Corn Products Rd, Corpus Christi,TX 78409 Property ID: 246400 Legal Description: INTERSTATE INDUSTRIAL COMPLEX BLK 5 LOT 4 City of Corpus Christi Chapter 380 Agreement—Casa Blanca Village Apartments 17 Casa Blanca Village Apartments Workforce Housing Adaptive Re-use Development Council Presentation June 18, 2024 A I R Development, Demographic Trends Housing Market Trends AIR Development Adaptive Reuse, nfill, and evitalization • AIR Developments repurpose a vacant, underutilized, or struggling real estate asset into a higher and better use within the inner City • AIR Developments are becoming a best practice and are often a catalyst for growth • Common AIR developments include former hotels, office buildings, schools, warehouses/factories, and malls • Magnolia Market (Waco) • POST Food Hall, Workspace, & Entertainment (Houston) • The Pearl (San Antonio) • Hawn Hotel (Temple) • Hotel Grim (Texarkana) • Hotel el Jardin (Brownsville) • Multiple Office Towers in Downtown Dallas • AIR Developments are cost effective to Cities • Utilizes existing City infrastructure (Streets, Water, Wastewater, andk-as) • City already services these areas (Police, Fire, Code, and existing infrastructure maintenance) NOW-F-- - CC MSA Unemployment as of April 2023 is 4% ✓ Projected to remain relatively low for the upcoming years Corpus Christi CC MSA Workforce decline of 1.5%, or 3,083, from 2019— 2023 Metropolitan ✓ An increase of 3.6%, or 7,515, is expected from 2024— 2028 Statistical Area CC MSA Population decline of 1.9%, or 8,196, from 2019— 2023 Trends ✓ A decrease of 1.8%, or 7,699, is expected from 2024— 2028 • The CC MSA has job openings across all sectors • There is a need to build and support our workforce • Regional employers have identified that housing will become more critical over the next several years Source:Workforce Solutions of the Coastal Bend Labor Market Intelligence Reports and Lightcast Reports 4 Workforce & Housing Data Labor Force Employed (Annually in December) Annual Home Sales Price 350,000 — $aoo,000 300,000 -- 250,000 ' 200,000 _ $350,000 — 150,000 100,000 $300,000 50,000 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 $250,000 t MSA tWDA $200,000 — Average Hourly Rate(Annually in December) $18.60 $150,000 $1840 -40 -- $18.20 $18.00 $100,000 $17.ao — $17.60 $17.40 $50,000 $17.20 $17.00 $16.80 $0 $16.60 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 _.a_Avg. Hourly Rate tMSA Average tMSAMedian tCorpus Christi Average tCorpus Christi Median Workforce Development Area(WDA)=11 county region; MSA=Nueces,San Patricio,&Aransas Counties 5 Source:Workforce Solutions of the Coastal Bend Labor Market Intelligence Reports(December of each year);Texas A&M Real Estate Research Center;Corpus Christi Association of Realtors HUD Workforce Housing Affordability HUD Workforce Housing Affordability Guidelines Family Corpus Max housing Max housing Max Housing "Workforce" as defined b HUD: Christi 2024 cost at 80% cost at 100% cost at 120% y Size AMI AMI($44,240) AMI($55,300) AMI($66,360) • Families earning between 80— 120%AMI 1 Person $55,300 $1,106 $1,383 $1,659 • AMI fluctuates with family size 2 Person $63,200 $1,264 $1,580 $1,896 3 Person $71,100 $1,422 $1,778 $2,133 HUD's Housing Affordability Guideline •4 Person $78,000 $1,560 $1,950 $2,340 No more than 30%of income should be spent on housing costs including utilites HUD Workforce Housing Rent Limit Guidelines Due to an increase in housing costs, many workforce residents have housing costs above the 30%guideline Studio One- Two- Bedroom Bedroom HUD Monthly Rent Limit Many employees must live outside the City limits to find (Includes Utilities) $1,030 $1,104 $1,355 housing that is considered affordable Market Rate Rents adjusted to include a utility cost of$200/month for $1,100 $1,325 $1,560 surrounding zip codes of the project site 49% of City employees are below the 2024 AMI of$55,300 Source:2024 HUD Rent Limits or Fair Market Rent Documentation System as defined in 24CFR888.113.These are estimates ofthe 40th percentile gross rents for standard quality units within a metropolitan area or nonmetropolitan county.This is used by HUD for various housing programs.HUD Utility Allowance Schedule.CCAR/South Texas MILS.Co-Star. 6 Housing Affordability OwnershipHome Cost Total Rental Cost Total Housing Cost per Month per Month Median Home Price (Includes mortgage payment at 7%interest, Apartment Description Location (Includes 5%down payment,utilities cost at average rent& (April 2024) $200/Month,&3.5%of home price for taxes& utilities costat insurance) $200/Month) Nueces County $279,500 $2 782 MSA Apartment Rating Corpus Christi $266,000 $2,657 4&5 Star $1,529 Southside $295,000 $2,925 3 Star $1,287 Northwest $269,000 $2,685 1&2 Star $1,112 Calallen $243,000 $2,445 Submarket Apartment Locations Bay Area $225,000 $2,278 Corpus Christi $1,326 San Patricio County $247,000 $2,481 Portland/Ingleside $1,474 Portland $316,000 $3,119 Kleberg County $229,000 $2,316 Rockport/N.Aransas County $1,301 Kingsville $212,500 $2,163 West Nueces County $1,283 West San Patricio County $1,431 A 2-person family at 80%AMI can only afford $1,264/month in housing costs without incurring a housing cost burden.They cannot afford the median home in our MSA and can only live in a 1 to 2 star rated apartment to be within the 30%guideline. Source:Corpus Christi Association of Realtors&Co-Star ' Major • • Flint Hills Resources Turner Industries • 10,000+ Employees within a Now_tlalero Main Plant 5-minute drive ST7C Beef Air Li de qui Valera • 80,000+ Employees within a CITC-A WI t Bay L76 10-minute drive 40% of region's workforce Project Site � HER Foods Bread plant Future Land Use 0 Residential - _ .aam'�.s. �cnmmerc�al US Coast Guard Air Station 0 L'ght Industrial Heavy[adusb9al Corpus Christi International Airport Ikl Mar Collage-lfhfindward Campus O 05 7 Miles r<G as .eoy„r d,.ira E.-ocm J d•T,an f)Q�`+� �Cn sIl � •1•r 1 +Y =.+:•e� is e � ry`` � � � tiYtemCC�jiu�..er x gyp i JTre r, 0 OIL 1- Proposed Phase 1 Project 04 Sit - t IAmr- r Separate Ownership JT� Proposed Phase 2 r firms Casa Blanca Village Apartments Project Concept ■ Adaptive re-use of two vacant hotels ■ Up to 400 studio, one-bedroom, and two-bedroom apartments (370 SF, 740 SF, & 1,111 SF) • Up to 200 units will have rents set based on HUD's annual fair market rents • Occupants will be income qualified • Up to 200 units will be market rate ■ Anticipate units will include all utilities, excluding cable/internet ■ Offering monthly, long-term, and furnished leases (No STRs) li III II II I I I 10 . se 1 0 � - U 0 ' k� Concept U F TI a r Plan .. J L_ _ l E-_ iJ C *Phase 2 will be a similar concept Apartment Unit Concepts - Q� - BA7 BATH. KIT!DINING KITCHEN U KITE DINING ING ❑ BEDROOM I LIVI� O BEDROOM 1 I LIV NG OBEDROOM 2 L___J L---J L___J L___J L___J STUDIO UNIT ONE BEDROOM UNIT TWO BEDROOM UNIT 370 SO.FT. 740 SQ.FT. 1111 SO.FT. atom Amenties J!Yliw '1-"LIL'J J LL1 L"U l l } r, L 17 , 1. Lifestyle Courtyard 4. Lounge&Entertainment Room 7. Dog Area 2. Recreational Courts S. Gym Facility B. On-site Laundry 3. Resort Style Swimming Pool 6. Co-working area ,q operationsProven Developer : 0 Owned, operated, and renovated over 40 hotels Currently has Converted 3 stories of a major hotel into apartments Al Rajabi 0 Currently in pre-development or construction of 6 hotels Wyndham 400 Rooms Four Points by Sheraton �. 30 Stories 263 Rooms 11 V Springfield,IL Little Rock,AR_ .- man rffi Marriott f y — r rtft 353 Rooms ��® Z' ' m Holiday Inn Express rf rF rrr f r ■ENEM rrrrrr rfPrr - 21 Stories MOOSE -- 122 Rooms + rr rr rr T 4f r MENEM Jackson, MS /�®®��, San Antonio,TX _ 3 r- 3 s n r ° w L u - l� The Arlington Hotel Located in Hot Springs, AR E # Historic Arkansas Hotel 550 Rooms _f Third owner since 1875 rU -� •�, �' W PO r' ' Largest resort hotel in Arkansas a.o; ,, .;`' • Under a Historic Tax Credit renovation • In operation during construction 16 Project Economics Increased Valuation • This development is projected to generate$2,650,000 in taxes to the City over 10 years after phase 2 completion • Within the same period, an additional $7,200,000 will be generated for the other taxing entities such as Nueces County, Del Mar College, Hospital District, Emergency Services District#1, and CCISD combined • Currently valued at $750,000 and generating $4,500 in taxes for the City AIR Development • Redevelops a long-standing vacant property • Eliminates blight • Reduces crime Additional Benefits • New residents in the City limits • Adding up to 400 additional living units • Additional increase in sales tax(Grocery/gas/retail within City limits) 17 Project Investment Investment Expenditures Phase 1 Construction (Up to 240 units) $22,800,000 Phase 2 Construction (Up to 160 units) $16,000,000 Construction Contingency $3,880,000 Common Areas & Amenities $4,000,000 Acquisition, Architect/Engineering, Financing & Closing Costs, Additional Soft Costs, & Permits $14,000,000 Total $60,680,000 Current Taxable Value $750,000 Estimated Taxable Value at Completion $27,100,000 Estimated Taxable Value within 10 Years of Completion $50,250,000 Developer Request Incentive of$25,000 per income qualified unit for up to 200 units Incentive will be paid over a 10-year period The city will receive: • Up to 200 workforce residence units with rents set based on HUD Annual Rent Limits • Targeted income limits of 80— 100%AMI but any income below 100% will be allowed • 1-Person family: $44,240—$55,300 • 2-Person family: $50,560—$63,200 • 3-Person family: $56,880—$71,100 • 4-Person family: $62,400—$78,000 Incentive Necessary to offer below market rents • Renting below market rate affects not only the annual cash flow but also the overall value of the property • Assuming an average of$100 rent reduction for 200 units • Loss of$240,000 annually in cash flow • Due to loss of cash flow from capped rents, overall value of the property is reduced by approximately $3,400,000 19 Taxable Value and Incentive Payout Schedule Taxable Value&Taxes Collected Incentive Payout Schedule Phase 1 Estimated Estimated City Tota I Rebate of City General Fund Taxable Value Taxes Generated Incentive Taxes Paid Contribution 1 $8,520,000 $51,101 $375,000 $51,101 $323,899 2 $17,040,000 $102,201 $375,000 $102,201 $272,799 3 $20,448,000 $6,650,000 $162,527 $500,000 $162,527 $337,473 4 $22,152,000 $13,300,000 $212,632 $500,000 $212,632 $287,368 5 $22,152,000 $15,960,000 $228,586 $500,000 $228,586 $271,414 6 $23,856,000 $17,290,000 $246,783 $500,000 $246,783 $253,217 7 $23,856,000 $17,290,000 $246,783 $500,000 $246,783 $253,217 8 $25,560,000 $18,620,000 $264,980 $500,000 $264,980 $235,020 9 $25,560,000 $18,620,000 $264,980 $500,000 $264,980 $235,020 10 $27,264,000 $19,950,000 $283,177 $500,000 $283,177 $216,823 11 $27,264,000 $19,950,000 $283,177 $125,000 $283,177 $(158,177) 12 $28,968,000 $21,280,000 $301,374 $125,000 $301,374 $(176,374) Total $2,648,301 $5,000,000 $2,648,301 $2,351,699 Questions ? se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 City Council Meeting of June 18, 2024 DATE: June 18, 2024 TO: Peter Zanoni, City Manager FROM: Drew Molly, P.E., Chief Operations Officer for CCW DrewM@cctexas.com (361) 826-1853 Nicholas Winkelmann, P.E., Director of Water Systems and Support Services NickW@cctexas.com (361) 826-1796 Update Briefing and Action Plan for the Mary Rhodes Pipeline STAFF PRESENTER(S): Name Title/Position Department 1. Drew Molly, P.E. Chief Operating Officer CCW 2. Nicholas Winkelmann, P.E. Director of Water Systems CCW OUTSIDE PRESENTER(S): Name Title/Position Agency Name 1. 2. BACKGROUND: The next steps for near term operations and action plan for the Mary Rhodes Pipeline will be reviewed and presented as a follow up to the Mary Rhodes Pipeline Condition Assessment Briefing that took place on May 21, 2024. LIST OF SUPPORTING DOCUMENTS: PowerPoint—Title so G� 0 v hcaBPOPP10 AGENDA MEMORANDUM 1852 City Council Meeting of June 18, 2024 DATE: June 18, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Proposed Bond 2024 Program Briefing STAFF PRESENTER(S): Name Title/Position Department 1. Neiman Young Assistant City Manager Executive 2. Jeff H. Edmonds, P. E. Director Engineering Services BACKGROUND: The City of Corpus Christi has completed the community meeting and the stake holder meetings for Bond 2024. Based one the input listed below are the project changes: • District 3 Streets - Remove Bear Lane ($2.5 million) o Add St. Andrews Park project ($2.5 million) • City wide Parks — Remove Texas State Aquarium - Parking lot Improvements ($2 million) o Add $1 million to District 1 Labonte Park Expansion o Add $1 million Sherrill Veterans Memorial Park • District 1 Facilities — Remove Little Martins House ($400K) o Add $400k to Labonte Park Listed below is the overview of the overall Bond 2024 program to include the program's proposed budget, categories, candidate proposed projects, and timeline based on the community input: • BUDGET. The staff recommended budget for the Bond 2024 Program is $175 million and will not require a City tax rate increase. • CATEGORIES. The Bond 2024 proposed categories and funding amounts for Council approval are: o Streets/Stormwater: $89.50 Million o Public Safety: $45.00 Million o Parks: $37.65 Million o Libraries/Community Centers: $2.85 Million • PROPOSED CANDIDATE PROJECTS. The recommended candidate projects for Bond 2024 were developed through initiatives identified by City departments, feedback received from stakeholder engagements, and priorities gained from one-on-one meetings with council members. These projects are only recommendations and will not be finalized by City Council until the public and stakeholder engagement is completed. • TIMELINE. If Council approves the bond categories and authorizes staff to exhibit the proposed candidate projects as presented. City staff will then bring the refined list of proposed projects back to Council for final adoption. This vote is planned for Tuesday, August 13. On this date, City Council will also consider a one-reading ordinance to call for the Bond election. The Bond 2024 Program will be on the election ballot in separate propositions in accordance with legal requirements. Voters will be asked to consider each of the propositions separately on November 5, 2024. LIST OF SUPPORTING DOCUMENTS: Proposed Bond 2024 Program Presentation PROPOSED BOND 2024 PROGRAM BODND - PROJECT LISTS 2024 $175 MILLION INVESTMENT -/PUBLIC SAFETY VPUBLIC FACILITIES June 2024 RECENT G.O. BOND PROGRAMS Bond 2022 Bond 2024 Streets $92.5 M Streets $89.5 M Parks $20 M Parks $37.65 M Public Safety $10 M Public Safety $45 M Public Facilities $0 M Public Facilities $0.85 M Public Libraries $2.5 M Public Libraries $2 M Total $125 M Total $175 M j BOND 2024 PROGRAM SUMMARY Proposition Number of Projects Total Allocation ($)Total Allocation (%) Streets 21 $89.5M 51% Parks 11 $37.65M 22% Public Safety 7 $45M 26% Libraries/Community 2 $2.85M 2% Centers Tota 1 41 $175 M 100% Bond 2024 can be accomplished with no city property tax rate increase BOND 2024 - PROJECT ADJUSTMENTS • District 3 Streets - Remove Bear Lane ($2.5 million) o Add St. Andrews Park project ($2.5 million) • City wide Parks— Remove Texas State Aquarium - Parking lot Improvements ($2 million) o Add $1 million to District 1 Labonte Park Expansion o Add $1 million Sherrill Veterans Memorial Park • District 1 Facilities — Remove Little Martins House ($400K) o Add $400k to Labonte Park PROPOSED CANDIDATE PROJECTS STREETS BOND 2024 — Street Projects - Citywide Street Name From To Bond 2024 Amounts project Scope (Streets+Storm) Cooper's Phase I includes historic retaining wall Lower Broadway Alley Twigg $ 10 million stabilization,slope stabilization and construction of Lower Broadway North Beach Road Funding needed in addition to Bond 2018 funds Improvements $ 3 million to construct Beach Avenue and Gulfspray Avenue connecting to Causeway Reconstruction of existing roadway with new pavement,curb and gutters,sidewalk with ADA Yorktown compliant curb ramps,signage, pavement (Design Only) Oso Bridge Waldron $ 4 million markings, upgrade street illumination, utility improvements and drainage improvements as needed. Total Funds for Citywide Streets $ 17 million BOND 2024 — Street Projects - Council District 1 Street Name From To Bond 2024 Amounts project Scope (Streets+Storm) Reconstruction of TxDOT facility with new pavement,curb and gutters,sidewalk with ADA Rand Morgan(Design only) McNorton IH 37 $ 3 million compliant curb ramps,signage, pavement markings,upgrade street illumination,utility improvements and drainage improvements as needed. Match funds to cover the construction of storm Sam Rankin Port IH 37 $ 3 million drainage improvements.The project is being leveraged with$8.5 million grant secured by the Port of Corpus Christi. Total Funds for Council District 1 $ 6 million BOND 2024 — Street Projects - Council District 2 Street Name From To Bond 2024 Amounts project Scope (Streets+Storm) Reconstruction of existing service road including South Staples Access Road Annapolis Kostoryz $ 6 million sidewalks,installation of ADA compliant curb ramps, upgrade lighting as needed Reconstruction of existing 4-lane roadway with continuous center turn lane with new pavement, curb and gutter,sidewalk with ADA compliant curb Alameda (Construction only) Texan Doddridge $ 17 million ramps,signage,pavement markings, upgrade illumination,utility improvements and drainage improvements as needed Reconstruction of existing 4-lane roadway with continuous center turn lane with new pavement, curb and gutter,sidewalk with ADA compliant curb Alameda (Design only) Doddridge Everhart $ 3.5 million ramps,signage,pavement markings, upgrade illumination,utility improvements and drainage improvements as needed Total Funds for Council District 2 $ 26.5 million BOND 2024 — Street Projects - Council District 3 Bond 2024 Street Name From To Amounts Project Scope (Streets+Storm) l,.-+ieR p Rt sidl,walk,.,i+h Ann pliant r Reconstruction of existing roadway with new pavement,curb and gutters,sidewalk with ADA Allencrest(Design only) Ayers Dead End $ 2 million compliant curb ramps,signage, pavement markings, upgrade street illumination, utility improvements and drainage improvements as needed. Reconstruction of existing roadway with new pavement,curb and gutters,sidewalk with ADA Schanen (Design only) Weber Everhart $ 2 million compliant curb ramps,signage, pavement markings, upgrade street illumination, utility improvements and drainage improvements as needed. Total Funds for Council District 3 $ 4 million BOND 2024 — Street Projects - Council District 4 Bond 2024 Street Name From To Amounts Project Scope (Streets+ Storm) Reconstruction of existing roadway with new pavement, Holly Road curb and gutters,sidewalk with ADA compliant curb (Construction Only) Ennis Joslin Paul Jones $ 11 million ramps,signage, pavement markings, upgrade street illumination, utility improvements and drainage improvements as needed. Reconstruction of existing roadway with new pavement, Graham Road curb and gutters,sidewalk with ADA compliant curb (Design only) Flour Bluff Waldron $3 million ramps,signage, pavement markings, upgrade street illumination, utility improvements and drainage improvements as needed. Armitage,Audobon, Riata, Reconstruction of all existing streets in subdivision with Tara Subdivision Riata Circle, Richland, $3.7 million ditch section road Rosedown Additional funding to design,environmental permitting JFK causeway $ 1 million and construction of parking lot under the TXDOT JFK Bridge 10 Total Funds for Council District 4 $ 18.7 million BOND 2024 — Street Projects - Council District 5 Street Name From To Bond 2024 Amounts Project Scope (Streets+Storm) Reconstruction of existing roadway with new pavement,curb and Cimarron(Design gutters,sidewalk with ADA compliant curb ramps,signage,pavement only) Bison/Grenoble Legacy Point $ 3.3 million markings,g upgrade street illumination,utility improvements and drainage improvements as needed. Reconstruction of existing roadway with new pavement,curb and Acushnet(Design gutters,sidewalk with ADA compliant curb ramps,signage,pavement only) Weber Saratoga $ 2.5 million markings,upgrade street illumination,utility improvements and drainage improvements as needed. Rehabilitation/reconstruction of existing roadway with new pavement, Lipes(Design only) Airline Bronx $ 2.5 million curb and gutters,sidewalk with ADA compliant curb ramps,signage, pavement markings,upgrade street illumination,utility improvements and drainage improvements as needed. Rehabilitation/reconstruction of existing roadway with new pavement, Grand Junction curb and gutters,sidewalk with ADA compliant curb ramps,signage, onl Wapentate Cedar Pass $ 2.5 million pavement markings,(Design y) p g ,upgrade street illumination,utility improvements and drainage improvements as needed. Rodd Field(Design only) Yorktown Adler $ 2.5 million Construction of the remaining 2 lanes of Rodd Field Rehabilitation/reconstruction of existing roadway with new pavement, Brooke(Design only) Rodd Field Ametrine $ 2.5 million paved shoulder,multi use shared path,lighting improvements and drainage improvements as needed. To connect the missing portions of the trail to facilitate pedestrian safe DS 5 Trail Connectivity $ 1.5 million pathways in the district. 1 Total Funds for Council District 5 $ 17.3 million PROPOSED CANDIDATE PROJECTS PARKS BOND 2024 — Parks and Recreation Projects — City Wide Projects Bond 2024 Project Description Amounts Construction of club house approximately 10,000 Oso Golf Center— Club House sq/ft in size and 2 stories high. The club house will construction $ 10 million include locker rooms, pro shop, rooms, patio, snack bar, kitchen, and lounge Teas State 1�, D@ r ki r g le the Aquarium's l-a-rge p a-r k i R gl�T� T �„-rs,� ,� i w +�r 'n let accounts for 637% of the Aquarium paved parking spaces. Total Funds for Citywide Parks $ 10 million BOND 2024 — Parks and Recreation Projects — Council District 1 Projects Bond 2024 Project Description Amounts Northside/Hillcrest Neighborhood Hill Crest Neighborhood pool to meet FHWA Aquatic Center $ 4.5 million compliance and facilitate the completion of Harbor Bridge. TxDOT participation $5.5 million Labonte Park Expansion $ 3.15 million Construction of one baseball and softball field with gravel parking lot Construction of Sherrill Veterans Memorial Park Sherrill Veterans Memorial Park $ 3 million helicopter pad and the design of new memorials, event and reflection spaces, shading, pathways, seating, signage, landscaping, and lighting Total Funds for Council District 1 $10.65 million BOND 2024 — Parks and Recreation Projects - Council District 2 Projects Bond 2024 Project Description Amounts Phased design and construction of Cole Park Cole Park Parking Lot Improvements $ 1 million parking lot to accommodate increased traffic as a result of additional amenities added to the park Total Funds for Council District 2 $ 1 million BOND 2024 — Parks and Recreation Projects - Council District 3 Projects Bond 2024 Project Description Amounts Additional funding to complete the remaining Greenwood Baseball Complex $ 2.75 million improvements from Bond 2022. Phase I of this project was funded with $4.75 million in Bond 2022 and is currently in design. Design and construction of concrete trail all St. Andrews Park $ 2.5 million around the park with walking trail connecting to playground, workout stations along the trail, pour and play for the swing sets and ADA improvements as needed Total Funds for Council District 3 $ 5.25 million 16 BOND 2024 — Parks and Recreation Projects - Council District 4 Projects Bond 2024 Project Description Amounts Design and construction of phase 1A . Parking lot with lighting, concrete trail/sidewalk, workout stations, Commodores Park Improvements $5 million shallow bird pond, covered pavilion, birding pergola, playground, and pickleball courts with fencing and lighting. Peary Place $2 million Construction of two baseball and two softball field with gravel parking lot Dimmit Pier Boat Ramp $1 million Design of the boat ramp (Design) Total Funds for Council District 4 $8 million BOND 2024 — Parks and Recreation Projects - Council District 5 Projects Bond 2024 Amounts Project Description Phased design and construction of Bill Witt Bill Witt Park $ 2.75 million Park access roads, parking lots, repaving, and perimeter fencing. Total Funds for Council District 5 $2.75 million CITY - PROPOSED CANDIDATE PROJECTS PUBLIC SAFETY BOND 2024 — Public Safety - Fire Projects Council Bond 2024 Facility Location Project Description District Amounts 3 Fire Station 10 Replacement 1550 Horne $ 12.5 million Construction and demolition of Fire Station 10 New FS CD Construction and demolition 3 Fire Station 8 Replacement 4645 Kostoryz $ 12.5 million of Fire Station 8 Fire Station 9 (Design only) Land Acquisition and Design 1 Located at 501 Navigation Blvd TBD $ 2.5 million of Fire Station 9 Fire Station 11 (Design only) Land Acquisition and Design 4 Located at 910 Airline Rd TBD $ 2.5 million of Fire Station 11 Total Funds for Bond 2024 Fire $ 30 million BOND 2024 — Public Safety - Police Projects Council District Facility Location Bond 2024 Project Description Amounts Northwest Police Sub-Station Construction of Northwest 1 (Construction only) West Guth Park $ 9 million Police Sub-Station Far South Police Sub-Station Additional funds for 5 (Construction only) Delmar Campus $ 5 million construction of Far South Police Sub-Station Police Sub-Station Near La Palmera 2 $ 1 million Design only (Design only) Mall Total Funds for Bond 2024 Police $ 15 million CITY - PROPOSED CANDIDATE PROJECTS LIBRARY AND PUBLIC FACILITIES BOND 2024 — Public Facilities Projects Council Bond 2024 District Facility Location Amounts Project Description Library and Community/Senior Design only for Library 5 Center (Design only) To be determined $ 2 million and Community/Senior Center Lichenstein House, I ; flp- nn-FtiR_ Design and construction 1 and Tex-Mex Rail Road Heritage Park $ 0.85 million of the building House improvements Total Funds for Bond 2024 Facilities $ 2.85 million ROUGH PROPOTIONALITY Proposed Bond 2024 Program Rough Proportionality CD3 CM Public Streets $ 6,000,000.00 $26,500,000.00 $ 4,000,000.00 $18,700,000.00 $17,300,000.00 $17,000,000.00 $ 89,500,000 Public Parks $10,650,000.00 $ 1,000,000,00 $ 5,250,000.00 $ 8,000,000.00 $ 2,750,000.00 $10,000,000.00 $ 37,650,000 Public Safety $11,500,000.00 $ 1,000,000.00 $25,000,000.00 $ 2,500,000.00 $ 5,000,000.00 $ $ 45,000,000 Public facilities $ 850,000.00 $ - $ - $ - $ 2,000,000.00 $ $ 2,850,000 Totals $29,000,000.00 $28,500,000.00 $34,250,000.00 $29,200,000.00 $27,050,000.00 $27,000,000.00 $ 175,000,000 Percentage 16.57% 16.29% 19.57% 16.69% 15.46% 15.43% Bond Benefits all Council Districts Proportionally CURRENT STAKEHOLDERS MEETING SCHEDULE Stakeholder Meetings • April 15: Police Union Rep • April 15: Fire Union Rep • May 7: Library Board • May 7: Island Strategic Action Committee • May 10: Chamber Infrastructure Committee • May 16: Coastal Bend Home Builder Association • May 17: Development Task Force • May 29: Planning Commission • June 5: Westside Business Association • June 12: Parks & Recreation Advisory Committee • June 20: American Council of Engineering Companies Community Meetings • May 8: District 2 Town Hall • May 13: District 4 Town Hall • May 15: District 3 Town Hall • May 20: District 1 Town Hall • May 22: District 5 Town Hall • June 17: Padre Island Town Hall se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 City Council Meeting of June 18, 2024 DATE: June 10, 2024 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Assistant City Manager HeatherH3(a cctexas.com 361-826-3506 City Sales Tax Reauthorization Briefing STAFF PRESENTER(S): Name Title/Position Department 1. Heather Hurlbert Assistant City Manager City Manager's Office BACKGROUND: On February 27, 2024, City Council members discussed initial concepts and uses for the City Sales Tax Reauthorization. Staff developed potential baseline uses based on City Council dialogue from that meeting. A workshop for further discussion was conducted on May 8, 2024, to ensure consensus as well as understanding of the reauthorization, eligible projects, and the subsequent timeline. Since the beginning of April, city staff has conducted 58 meetings and informational sessions with stakeholders ranging from the Chamber of Commerce to the Westside Business Association. In addition, a survey opened to the community on Friday, June 7, 2024, to collect further input about potential uses to be prioritized for the potential election in November. LIST OF SUPPORTING DOCUMENTS: PowerPoint— City Sales Tax Briefing 6.18.24 co {{ e 4 ... 6,10 i 9 Ll '.�n1ar id Type A Sales Tax Reauthorization June 18, 2024 Update Local Sales Tax City of Corpus Christi residents currently pay the maximum 8.25 cents per $1 of certain goods and services for sales and use tax. Of this, 6.25 cents is allocated to the state and up to 2 cents is used for local purposes Allocation Expiration Estimated FY ft6L 24 Collections State of Texas State Operations 6.25 cents None $445.OM CCRTA Transportation 1/2 of 1 cent None $ 35.6M City of Corpus Christi City Operations 1 cent None $ 71.2M City of Corpus Christi Type A-Improvements to the Downtown Seawall 1/8 of 1 cent March 2026 $ 8.9M City of Corpus Christi Type A-Multipurpose arena 1/8 of 1 cent Sept 2025 $ 8.9M City of Corpus Christi Type B-Economic development,affordable housing,streets 1/8 of 1 cent April 2038 $ 8.9M City of Corpus Christi Corpus Christi Crime Control District 1/8 of 1 cent March 2028 $ 8.9M City of Corpus Christi Total FY 24 Collections-$106.8M 2 .125 Cent Type B-Economic .125 Cent Development, Corpus Christi Crime Affordable Housing, Control District Streets .125 Cent Type A-Multipurpose Arena 2 Cents .125 Cent Type A-Downtown Loca I Seawall Improvements 1 Cent Sales Tax City Operations Distribution .50 Cent CCRTA/Transportation Type A/6 Sales Tax Authorization ➢ The City of Corpus Christi has two economic development corporations: • Corpus Christi Business and Job Development Corporation (Type A) • Corpus Christi B Corporation (Type B) ➢ Legislative changes have eliminated the delineation between use under Type A vs Type B and the uses are essentially the same under both authorizations ➢Key difference between the two authorizations is the voter approval • Type A requires approval of projects - - Seawall Improvements — Development of an arena • Type B only requires approval of a purposes — Economic Development — Affordable Housing — Street repair and construction �� 3 Allowable Uses of Type A/B Sales Tax Projects related to creation or retention of Primary Jobs Water Supply Facilities and Conservation Programs Including manufacturing,industrial,research and development, Water supply facilities including dams,transmission lines,well field military,distribution,warehousing,primaryjob training for use by development and other supply alternatives. Conservation programs higher education,sewer,solid waste/recycling,or regional or including education,water saving fixtures,brush control,and national corporate headquarter facilities. replacement of malfunctioning or leaking infrastructure Job training Affordable Housing Required or suitable for the promotion of development and Promotion of development and expansion of affordable housing as expansion of business enterprises described by 42 U.S.C.Section 12745 Infrastructure Recreational or Community Facilities Streets,rail spurs,drainage,and water,sewer,electric,and gas Sports,entertainment,tourist,convention,public parks,museums, utilities in support of new or expanded business enterprises open space,store,restaurant,concession,parking Military Business Enterprises that create or retain primary jobs Promoting or supporting an active military base to prevent future Facilities for public safety,streets and roads,drainage closure,attracting new military missions to an existing base,or improvements,demolition of existing structures,general redeveloping a base that has been closed municipally owned improvements,and any other projects that promotes or develops new of expanded businesses enterprises that create or retain primary jobs. Proposed Uses for each 1/8 cent Proposed Project #1 Proposed Proiect #2 ➢ Expand use to the whole American Bank ➢ Continue the use for the Downtown Center: Seawall Flood Control structures including • Arena maintenance and improvements to the • Convention Center breakwater, salt flat levee, T and L Head • Selena Auditorium land masses, Marina basin and flood ➢ Add City owned facilities located in the control pumps to protect the City's Sports, Entertainment, and Arts (SEA) downtown businesses District: • Museums ➢ Add City-wide flood control and coastal resiliency projects to expand or create new — Corpus Christi Museum of Science and History — Art Museum of South Texas business areas — Texas State Museum of Asian Cultures and Education Center • Harbor Playhouse • Water Garden Possible Capital Projects Ch i.h -- 1 C�iws. 1- FM 624 2-Turkey Creek 3- Clarkwood Ditch/Oso Tributary 4-North Beach Phase 2 5-Corpus Christi Bay Erosion Mitigation c; 6-Williams Ditch 7-Oso Creek _ J Term Propose to reauthorize both 1/8 cents for another 25-year term Forecasted Revenue i 10 Years $ 95,000,000 15 Years $146,000,000 20 Years $200,000,000 25 Years $256,000,000 • Forecasted with the conservative assumption of a 1%increase in sales tax revenue per fiscal year • Not adjusted for interest or time value of money Alternatives Discussed — Chapter 327-Provides for the use of sales tax revenue to maintain and repair municipal streets or sidewalks existing on the date of the election — Addition of a use focused on infrastructure in support of the military — Shorter than 25-year term for both 1/8 cents — Reauthorization of one or both 1/8 cents under Type B to better accomidate the proposed use Sample Ballot Language Existing Seawall Tax Repurposing as a Type A "[Repurposing] the expiring Type A sales and use tax of 1/8 of 1% (being 0.125 cents per $1) for seawall improvements by the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises limited to infrastructure improvement projects pertaining to City-wide drainage, stormwater, and coastal resiliency, [including the seawall, at the rate of 1/8 of 1% (being 0.125 cents per $1) [to be imposed for [ ] years]. With expanded project language "[Repurposing] the expiring Type A sales and use tax of 1/8 of 1% (being 0.125 cents per $1) for seawall improvements by the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises limited to infrastructure improvement projects pertaining to City-wide drainage, stormwater, and coastal resiliency, [including the Fm 624, Turkey Creek, North Beach Phase 2, Corpus Christi Bay Shore Erosion Mitigation & Protection, Clarkwood Ditch/Oso Tributary, William's Ditch, Oso Creek and seawall], at the rate of 1/8 of 1% (being 0.125 cents per $1) [to be imposed for [ _] years]. Sample Ballot Language Multipurpose Arena Tax Repurposing as a Type B with use for streets, military and SEA District facilities "[Repurposing] the expiring Type A sales and use tax of 1/8 of 1% (being 0.125 cents per $1) for arena improvements by the adoption of a Type B sales and use tax at the rate of 1/8 of 1% (being 0.125 cents per $1), with proceeds to be used for promotion and development of new and expanded business enterprises limited to infrastructure improvement projects pertaining to City-wide commercial and industrial streets, military facilities which create or retain primary jobs, and the city- owned facilities within the [SEA District/qualified project], each as authorized by the Development Corporation Act and available to Type B corporations, [to be imposed for [ ] years]." - ' Citizen Survey • Planned Citizen Survey went live Friday, June 7 • This was the third part of the planned outreach which included: — Stakeholder input meetings — Community input sessions — Communitywide survey • Survey is available in English and Spanish and will be open until Sunday, June 23 Calendar and Next Steps DATE ACTIVITY February 27, 2024 Discussion at City Council Meeting to set baseline March —April 2024 Discussions with Stakeholders and Community Partners May 8, 2024 City Council Workshop May 2024 Community Engagement Meetings and Community Survey '!_jnP ?0?4 Refinement of nrnnoserl u-es for the Sales Tax RP;;uthnri7 tiO June 18, 2024 Presentation to City Council to discuss final recommendation for sales tax uses June 23, 2024 Citizen Survey Closes July-August 2024 Continued Community Engagement and Education July 23, 2024 Presentation to City Council for vote on sales tax reauthorization projects August 13, 2024 Vote to call election for sales tax reauthorization November 5, 2024 Election Day Questions, Discussion, and Feedback se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 City Council Meeting of June 18, 2024 DATE: June 18, 2024 TO: Peter Zanoni, City Manager FROM: Robert Dodd, Director of Parks and Recreation Department RobertD4Cu)-cctexas.com (361) 826-3133 Briefing from the Padre Island National Seashore Regarding the Sea Turtle Release Program STAFF PRESENTER(S): Name Title/Position Department 1. Robert Dodd Director Parks & Recreation OUTSIDE PRESENTER(S): Name Title/Position Agency Name 1. Eric Brunneman Superintendent Padre Island National Seashore BACKGROUND: In April of 2024, Councilmember Jim Klein requested that a briefing be presented to City Council regarding the Turtle Release Program as concern has been expressed regarding the decrease of turtle release events from 25 events per year to 5 events per year. LIST OF SUPPORTING DOCUMENTS: Presentation National Park Service NATIONAL U.S. Department of the Interior SEA Padre Island National Seashore Sea Turtle Hatchling Releases EXPERIENCE YOUR AMERICA Padre Island National Seashore o PAIS) Enabling Legislation 1962 Protects longest undeveloped barrier island in US 5 ESA — listed sea turtles Kemp's Ridley Green Hawksbill Leatherback Loggerhead Kemp's ridley Sea Turtle Nesting Sites Primary nesting beach = Rancho NC Nuevo, SC AL GA Tamaulipas TX Oct— 98.7% of nesting occurs in Mexico PAIS nesting was established as a secondary colony Safeguard against political or environmental EXPERIENCE YdiSglSterE R I C A Kemp's ridley Sea Turtles — Eggs Beach patrols identify nesting turtles " Al After turtle lays eggs: 4 . data about turtle is collected eggs are excavated from the nest transported to hatching facility or nesting corral ,, EXPERIENCE YOUR AMERICA Kemp's rid ley Sea Turtles - Eggs At hatchling _ i 11 facility, eggs are incubated for 45- I ` 58 days Eggs from the gg hatching facility e' OW y._ are what people see during public ' releases. Thousands o �-- hatchlings released without public events EXPERIENCE YOUR AMERICA Hatchling Releases Releases are free to attend Park entrance fee must be paid in accordance with Federal law: Lands Recreation Enhancement Act (16 USC Ch.87) Prior to 2021 , not collecting fees was out of policy Fee program audit in 2021 identified this deficiency and the park was mandated to correct it EXPERIENCE YOUR AMERICA Hatchling Releases Federal Lands Recreation Enhancement Act: 80% of all fees collected stay in the park ■ 20% goes to parks that do not collect fees PAIS funds generated by fees are used to accomplish maintenance projects that the park is unable to fund through annual Congressional allocations Funds must be used to support projects to improve visitor experience ■ E.g., Trail and boardwalk maintenance, restroom improvements, campground improvements, boat ramp, utilities, buildings, etc. Fees cannot directly s Q WiClERICA Hatchling Releases Prior to 2020 , anywhere from 22 — 30 public hatchling releases were held between June and August. One after another after another. . . After 2020 , 7 or fewer releases were held between June and August. Issue is repetition. Staffing and volunteers cannot maintain the volume of public releases day-after-day. EXPERIENCE YOUR AMERICA Hatchling Releases Why the reduced number of releases? Staffing limitations - every division in the park participates in hatchling release events ■ Some staff have to arrive as early at 4.00 am to prepare for hatchling releases ■ Park operations must continue for the reminder of the day after the event is over ■ Because most staff arrived early for the event, there are not enough staff to cover operations for the remainder of the day ■ Staff can not be forced to take overtime or comp time EXPERIENCE YOUR AMERICA Hatchling Releases Why the reduced number of releases? Morale - it is a hardship on staff when they work a set schedule and then work repeatedly outside their normal schedule— 12 to 16 hours. • Staff who are caregivers to children or vulnerable adults have to find someone to take over their responsibilities so that they can be at work as early as 4 hours before their normally scheduled shifts ■ Special events place life, health, safety for the public on NPS. EXPERIENCE YOUR AMERICA Hatchling Releases Prior to 2020, anywhere from 22 — 30 public hatchling releases were held between June and August. Anywhere from 5, 100 to 17,600 attended each season. After 2020, 7 or fewer releases were held between June and August. Anywhere from 4, 100 to 9,200 attended each season Hatchling release visitation between 2010 and 2022 constitutes less than 3% of visitors to the national seashore. EXPERIENCE YOUR AMERICA Overall National Seashore Visitation and Public Sea Turtle Hatchling Release Attendance 700000 600000 500000 400000 300000 200000 100000 0 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 0 Visitation 612716 542873 573855 515830 578815 582839 634012 650197 616033 576299 617704 615826 531624 0#Attending Release 5103 7171 12375 16563 11912 12425 15163 17603 16760 16092 0 4132 9276 .%Attending Release 0.83% 1.32% 2.16% 3.21% 2.06% 2.13% 2.39% 2.71% 2.72% 2.791/ 0% 0.67% 1.74% ■#Public Releases 23 30 29 25 24 23 22 27 21 25 0 4 7 Hatchling Releases The National Park Service (NPS) monitors the economic contributions that each NPS site makes to their gateway communities. The data collected for these reports do not consider specific events. The NPS is not aware of any studies that have been conducted to look specifically at the economic contribution of hatchling releases EXPERIENCE YOUR AMERICA Hatchling No Correlation Between Public Hatchling Releases and Revenue to the Community Total Economic Output Contributed to Padre Island National Seashore Gateway Economies $36.2 million $27.2 million$28.1 million$31.3 millioR$30.7 million$31.0 milli on$29 2 million$31.7 million $31.6 million $24.3 million$22 3 million 29 i i 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Source: • • Effects - Economic Contributionsof • • Spending • • • • • Hatchling Releases 5-year average economic contribution: $31 .9m 5-year Economic Output and Number of Hatchling Releases 40 ZZ $36. 0 35 $29. $31. � 2 W- c� 2 °o 0 30 C0 25 7 L 20 0 Q U p 15 E O 10 c� - - L w 5 0 2018 2019 2020 2021 2022 $ Million EXPERIENCE YOUR AMERICA Hatchling Releases Summary PAIS 5-year (2018-2022) - - economic 4 �; contribution is $31 .9 million, even with a reduced ` number of public hatchling releases EXPERIENCE YOUR AMERICA Hatchling Releases Summary PAIS can no longer support an unlimited number of hatchling releases A limited number of releases will continue to be offered into the future as long as staffing can sustain them 4 -- EXPERIENCE YOUR AMERICA fF A 4K,, 41r y :" � �Qi. W� r��ytr �I.14�,��! � 1 ;� �bYd1f SA✓ ¢ r Areas 9w EXPERIENCE YOUR AMERICA -MAN fir P, e i y Interpretation At Visitor Center EXPERIENCE YOUR AMERICA Padre Island National Seashore NATIONAL PARK SERVICE Eric Brunnemann, Superintendent PAIS_Superintendent@NPS.gov National Park Service U.S. Department of the Interior EXPERIENCE YOUR AMERICA se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 City Council Meeting of June 18, 2024 DATE: January 24, 2024 TO: Peter Zanoni, City Manager FROM: Elsy Borgstedte, C.M. Assistant Director Office of Economic Development elsyb@cctexas.com (361) 826 - 3682 Briefing from the Corpus Christi Museum of Science and History on annual update STAFF PRESENTER(S): Name Title/Position Department 1. Elsy Borgstedte Assistant Director Office of Economic Development OUTSIDE PRESENTEES): Name Title/Position Organization 1. Karen Stevenson President and CEO Corpus Christi Museum of Science and History BACKGROUND: Karen Stevenson, President and CEO of the Corpus Christi Museum of Science and History will provide an annual briefing on project updates to the City Council. LIST OF SUPPORTING DOCUMENTS: Presentation FY 2024 WWW.CCMUSEUM.COM CORPUS CHRISTI MUSEUM � e of SCIENCE & H STORY REPOR to the Corpus Christi City Council Mission To engage our community in science, , history and innovation in Corpus Christi .. - and along the Coastal Bend. •. To manage, preserve and protect the �/f City of Corpus Christi's Museum of Science & History's physical plant and V11 collection. f SCIENCE 9 HIS .- WWW.CCMUSEUM.COM Vision • Values -W W lea, Inspire an understanding of the past, _ar, exploring the present, and planting seeds "F for the future. Value culture, community, trust, and stewardship. ,. ; �� 4, �p Scientific and historical literacy drives us r every day . . . f SCIENCE .- WWW.CCMUSEUM.COM The City's Assets • 1003000 sf o50% Exhibits & Flex Space o50% Collections, Archives, Library & Offices t • Collections (-450,000 items) oNatural History ,. oMaterial Culture olmages & Archives oReference Libraryf SCIENCE CROSS ECH.RIS.T1 .- WWW.CCMUSEUM.COM 11-�W FMCCSH FY 2024 BUDGET REVENUE 40000 UNRESTRICTED(Earned income&donations) $ 1,299,500 Friends of Corpus ti of 41000 GRANT RESTRICTED $ 32D,000 HistoryScience & • theMuseum4200D EXHIBITS $ 13,OD0 43000 EDUCATION $ 272,000 assets • delivers • • science and 44000 SPECIAL EVENTS $ 39O,DDO TOTAL REVENUE $ 2,293,500 history programs. 50000 COST OF GOODS SOLD $ 5O,ODD GROSS PROFIT $ 2,243,500 City of Corpus Christi owns the land, EXPENSES • the collection51000 PERSONNEL $ 1,50D,OD0 56100 GRANT RESTRICTED $ 32D,000 • HOTfunds60000 UTILITIES $ 10,000 Service 65000 INSURANCE $ 3D,500 base compensation70000 COLLECTIONS&EXHIBITS $ 26,5D0 71000 EDUCATION $ 24,000 marketing • promotion 72000 SPECIAL EVENTS&FUNDRAISERS $ 51,ODO 80000 CUSTODIAL EXPENSES&FACILITY REPAIRS $ 28,500 • • 91000 ADMINISTRATIVE $ 247,000 Current TOTAL EXPENSE $ 2,237,500 • Optional • Extensions: GROSS PROFIT $ 2,243,5OO i TOTAL EXPENSE $ 2,237,SDO BALANCE $ 6,0D0 CORPUS CHN MUSEUM of SCIENCE WWW.CCMUSEUM.COM �) &HISTORY CCMSH Impacts 00011h, 2023 Visitation/Community Engagement • General admission & public programs 62,000 ' (115% LY) • Memberships t 550 (164% LY) • Students, Field Trips & Summer Campers 10,000 (194% LY) l t CCISD Regional public & private schoolsf SCIENCE ''<< .- WWW.CCMUSEUM.COM Leadership: Board of Directors Elizabeth Susser, Chair . Jon Reily, Vice Chair , •� . Gloria Hicks, Treasurer '. r Kimberly DeVisser, Secretary # Jay Wise, Past Chair Dr. Haysam Dawod, DDS Dr. Jonda Halcomb, PhD Kathleen Horne _ Tana Neighbor Bobby Rodriguez Scott Sutherland Neill Taylor f SCIENCE .- WWW.CCMUSEUM.COM The FCCMSH's Partners • City Agencies - * • Community and NGOs • Corporate Leaders • Citizen Scientists, Amateur Historians, ' k y and Volunteers • Academic Institutions • Staff • Our Community t '� J C.0 i I` f SCIENCE WWW.CCMUSEUM.COM .- Accomplishments • American Alliance of Museums accreditation • Board-approved Institutional Plan • Collections Assessment for Preservation (IMLS) , L. • Museums for All (IMLS) • Exhibit renovations • TEKS-aligned field trips and school programs � (8,000 students) • State-certified STEM Summer Camp • Transparency and accountability (with a goal of 4-Star Charity Navigator rating) CORPUS CHRISTI MUSEUM f SCIENCE .- WWW.CCMUSEUM.COM Institutional • Manage the City of Corpus Christi-Owned Assets • Maximize utilization of the Museum for the benefit of the City of Corpus Christi and its - - �11111 residents • Minimize financial operating requirements required from public funds and the net cost to the City • Manage the CCMSH Collection CORPUS CHRISTI MUSEUM .- WWW.CCMUSEUM.COM Instituti • • . Inspire Discovery, Exploration & Innovation • Enrich the community and expand services f outside of the S.E.A. District • Deepen engagement with like-minded NGOs • Expand Texas Essential Knowledge and Skills ` s` (TEKS)-aligned programs ` • Enhance every visitor's experience every day • Reflect the values we endorse, especially in t STEM programming j d r CORPUS MUSEUM lof SCIENCE WWW.CCMUSEUM.COM &HISTORY Exhibit Innovations - • Galvan Ballroom • Kenedy Gallery 4 • Science Center �Q • Geology Hall 0. . Blue Hall/traveling exhibits ML CORPUS CHRISTIUSEUM I M of SCIENCE WWW.CCMUSEUM.COM �) &HISTORY Program Innovations • Museums for All • Community engagement • TEKS aligned school programs • Bi-monthly Family Fun Days • Partnerships • Museum on the Road 1 C0RPUS CHRISTIUSEUM M of SCIENCE WWW.CCMUSEUM.COM �) &HISTORY This summer's educational & public programs WEATHERrag ANUM 0M r .•RIFESTSCIENIt:0 10 QUNE M SUMMER CAMP S�--aY Z RALLY m�® Valero S TF DAY BY BAY S SCIENCE TECHNOLOGY JULY 13 ENGINEERING MATH 10 A.M.-5 P.M. •' GLOBAL SOUNOSCAPES MISSION TO RECORD �r CORPUS CHRISTI MUSEUM of SCIENCE WWW.CCMUSEUM.COM �) &HISTORY Instituti • • . Long-Term • Organizational Sustainability • Protect our resources against unforeseen } th reats. , • Engage our community in the development and # " a• delivery of multi-faceted programs and exhibits ' • • Attain Charity Navigator 4-Star rating • Assure financial sustainability SE f SCIENCE .• WWW.CCMUSEUM.COM Regional & Statewide Admission Fee Analysis Corpus Christi Museum of Science&History Adult Senior Student Child Milita 6-2 Other $ 12.00 $ 9.00 $ 9.00 $ 9.00 $ 9.00 Free CCMSH Members ASTC M4A,MCPH Average Statewide' $ 19.00 $ 16.DO $ 10.00 $ 14.00 $ 9.00 Museum Adult Adult 8 Senior Senior Student Student Child Child$ Military Free age a e S age $ a e jArt Museum of South Texas 18-64 $ 10.00 ES+ $ 8.00 13-17 $ 6.00 NA NA $ 8.00 0-12 Museums For All M4A:SNAP Benefits South Texas Botanical Garden 13-59Y $ 10.00 60+ $ 8.DO NA NA 3-1 2y 6.00 $ 8.00 D-3 Texas State Aquarium 13-64y $45.Do 65+ $ 40.00 NA NA 3-1 2y 35.00 $40.00 D-2 Lone Star Da sl$3 pp Lone Star Card IUSSLexington 18-59y $21.00 GO+ $ 18.DO NA NA 4-12y 15.00 $ 16.00 D-3 DoSeum San Antonio 20y-64y $ 18.00 65+ $ 14.DO NA $ 18.00 13-1 gy 18.00 $ 18.00 ages D-1 McNay Art Museum San Antonio 2 -64 $20.D0 65+ $ 15.DO NA NA 13-1 gy 10.00 NA 0-12 MilitaryiVeteran FreelM4A:SNAP Benefts San Antonio Museum of Art 13-64 $2200. 65+ $ 17.DO NA NA 13 1 gy 12.00 $ 17.00 0-12 M4A:SNAP BenefRs Witte Museum San Antonio 1 -64 $ 16_DO 65+ $ 15_DO 13-18 $ 14.00 4 12y 1000 $ 15.00 D-3 M4A=SNAP Henefts Children's Museum of Houston 2-64 yo $ 19.95 65+ $ 17.95 2-64 yo $ 19.95 2-64 yo $ 19.95 $ 17.95 Age D-1 HMNS Houston 12-61 Yo $ 25_DO 62+ $ 16.00 College $ 16.00 3-11 yo $ 16.00 $ 16.00 Age 1)-2 Space Center Houston 12-64 Yo $44.95 65+ $27.95 4-11 yo $24.95 4-11 yo $24.95 Aqe 0-3 Perot Museum of Nature and Science Dallas 13+ $2500 13+ $25.D0 13+ $ 15.00 2-12 y0 $ 15.00 D-1 �Dallas Museum❑fArt FREE FREE FREE FREE FREE FREE FREE FREE FREE FREE �Irving Archives&Museum 18-64 $ 7_DO 65+ $ 5_DO 4-17 Yu $ 5.00 4-17 yo $ 5.00 $ 500 D-3 yo IThirkery,Austin GA $ 18.DO GA $ 18.DO GA $ 18.00 0-2 yo $ 9.00 NA NA I Bullock Texas State HistoryMuseum Austin 18-64 y $ 13.D0 65+ $ 11.D0 4-17 yo $ 9.00 4-17 yo $ 9.00 NA D-3 yo Lady Bird Johnson Wildflower Center Austin 18-64 y $ 12_DO 65+ $ 11) 5-17 ❑ $ 6.00 5-17 yo $ 6.00 D-4 yo UT For:Worth Museum of Science&History 12-64 Y $ 16.Do 65+ $ 14.DO NA NA 3-11 yo $ 12.00 NA Age D-2 Kimbell Art Museum Fort Worth 18-59 y $ 18.D0 60+ $ 16.D0 11-17 o $ 16.00 6-11 yo $ 16.00 Age D 5 Special exhibit rates general.free �KidZania Frisco NA $ 14.95 NA $ 14.95 15+ $ 14.95 4-14 Yo $47.95 Age D-3 ITecH20 learning Center El Paso Free Free Free Free Free Free Free Free Free Free El Paso Water Centnnial Museum/Chihuahuan Desert Gardens Free Free Free Free Free Free Free Free Free Free UT owned El Paso Museum of Art Free Free Free Free Free Free Free Free Free Free City-owned Arlin ton Museum of Art 8-54 $23.D0 55+ $ 18.00 13-17 $ 18.00 2-12 0 $ 8.00 $ 8.00 A e D-2 River Legacy Science Center Arlington $ 1 O.DO $ 1 D.DO $ 7.001 1 $ 7.001 $ 9.00 CORPUS CHN MUSEUM of SCIENCE WWW.CCMUSEUM.COM �) &HISTORY Proposed Admission Fee Schedule Type FY 1 1 1 Adult $12.00 $15.00 $15.00 $18.00 Senior $9.00 $11.00 $11.00 $13.00 Child $9.00 $11.00 $11.00 $13.00 Militarywith ID $9.00 $11.00 $11.00 $13.00 Annual Earned $79,000 $79,000 $86,000 Revenue Impact (eased o.currennviene w.) CORPUS CHN MUSEUM of SCIENCE WWW.CCMUSEUM.COM �) &HISTORY We promise . . . To protect, preserve, interpret and share the �@ I y City's collections, To build bridges to and for our community, and To spark imagination, engage minds, and inspire curiosity. Thank you. 7 CORPUS CHR1STIUSEUM/ M , of SCIENCE WWW.CCMUSEUM.COM &HISTORY