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Agenda Packet City Council - 06/25/2024
Cityof Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Agenda Final-revised City Council Tuesday,June 25,2024 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 Pastor Don Leavell with Corpus Christi Fellowship. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Maverick Van Hazel, 2nd grader at Windsor Park 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 -4) 1. 24-0969 Overview of Major City Initiatives in Development 2. 24-1033 2024 Hurricane Season Preparedness (June 1 - November 30) presented by Fire Chief Brandon Wade, and Jace Johnson, Emergency Management Coordinator 3. 24-0141 FY 2024 Rapid Pavement Program (RPP) Program Update, presented by Ernesto De La Garza, Director of Public Works 4. 24-1030 Staff Announcement (Video): Nick Winkelmann - Director of Water Systems and Support Services City of Corpus Christi Page 1 Printed on 6/24/2024 City Council Meeting Agenda-Final-revised June 25,2024 Jace Johnson - Emergency Management Coordinator Michael Perez - Assistant Director of Public Health and Finance Arturo Marquez - Director of Economic Development Sergio Villasana - Director of Finance Julie Sandoval - Assistant Director of Finance 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 5 - 19) 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. Consent-Second Reading Ordinances 5. 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 City of Corpus Christi Page 2 Printed on 6/24/2024 City Council Meeting Agenda-Final-revised June 25,2024 $20,000.00 in the Health Grants Fund. Sponsors: Health Department 6. 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 Consent- Contracts and Procurement 7. 24-0869 Motion authorizing the purchase of 31 additional Panasonic mobile data computers and dash camera systems from Turn-Key Mobile, of Jefferson City, Missouri, for the Corpus Christi Police Department for $531,929.00, with FY 2024 funds from the Federal Police Law Enforcement Trust Fund in the amount of$177,309.66, the General Fund in the amount of $177,309.67, and the Crime Control and Prevention District in the amount of$177,309.67. Sponsors: Police Department 8. 24-0862 Motion authorizing the purchase of one replacement Pierce Enforcer Pumper Fire Truck from Siddons-Martin Emergency Group, of Houston, Texas, through the BuyBoard Cooperative, for the Corpus Christi Fire Department in the amount of for $988,253.00, with FY 2024 funding in the amount of$988,253.00 from the General Fund. Sponsors: Fire Department and Finance & Procurement 9. 24-0923 Resolution authorizing the acquisition by lease-purchase of a brush and tire shredder unit from Powerscreen Texas, Inc., through the Sourcewell Cooperative and financed through JPMorgan, in the amount of $1,006,737.58 for the Solid Waste Services Department, with FY 2024 funding of$50,336.88 from the General Fund and the remaining balance of $956,400.70 to be funded through the annual budget process. Sponsors: Solid Waste Operations,Asset Management Department and Finance & Procurement 10. 24-0914 Motion authorizing execution of a two-year supply agreement with Wilnat Inc., dba Koons Gas Measurement of Tulsa, Oklahoma in an amount not to exceed $262,500.00 to purchase residential gas regulators, for Gas Operations, with FY 2024 funding in an amount of$131,250.00 available through the Gas Fund. Sponsors: Gas Department and Finance &Procurement 11. 24-0293 Motion authorizing execution of a one-year co-op agreement, with two one-year options and an auto-renew provision, with Carahsoft Technology Corporation, of Reston, Virginia, through the Texas Department of Information Resources, for$100,429.83 and a potential amount up to City of Corpus Christi Page 3 Printed on 6/24/2024 City Council Meeting Agenda-Final-revised June 25,2024 $335,532.26 if options are exercised, for Granicus agenda management software and support, with FY 2024 funding of$100,429.83 from the General Fund. sponsors: Information Technology Services and Finance &Procurement 12. 24-0632 Motion authorizing execution of a one-year service agreement, with two one-year options, with Rolland George Hyatt, Jr., dba Woodstock Tree Surgeons, of Corpus Christi, in an amount not to exceed $89,200.00, with a potential amount up to $267,600.00 if options are exercised, for palm tree trimming services for Parks & Recreation, with FY 2024 funding of $44,600.00. sponsors: Parks and Recreation Department and Finance &Procurement Consent- Capital Projects General Consent Items 13. 24-0870 Resolution authorizing the submission of a grant application for $864,514 to the Motor Vehicle Crime Prevention Authority to continue the Motor Vehicle Theft Unit activities in the Police Department with a City cash match of$184,005 and an in-kind match of$750,763 for a total project cost of$1,799,282.00 for salaries, overtime, and fringe benefits for four sworn officers and three civilians (authorizing the four sworn officers and three civilian positions), and for operational needs for the Corpus Christi Police Department's Auto Theft Task Force; and designating several City staff members as designated officials for the grant; and appropriating $864,514 in the Police Grants Fund. sponsors: Police Department 14. 24-0868 Resolution authorizing a grant application for the FY 2025 Beach Cleaning and Maintenance Assistance Program from the Texas General Land Office to provide beach cleaning and maintenance on North Padre Island and Mustang Island. sponsors: Parks and Recreation Department Consent-First Reading Ordinances 15. 24-1059 Ordinance Extending the Local State of Disaster Declared by the Mayor on June 20, 2024, related to Tropical Storm Alberto; and declaring an emergency. 16. 24-0877 Ordinance accepting $139,501 for an Air Quality Planning Grant from the Texas Commission on Environmental Quality to provide air quality planning activities through December 31, 2025. sponsors: Health Department 17. 24-0887 Ordinance authorizing acceptance and future amendments of a City of Corpus Christi Page 4 Printed on 6/24/2024 City Council Meeting Agenda-Final-revised June 25,2024 Tuberculosis Prevention and Control Grant for$114,925.00 with a cash match of$22,985.00 from the Department of State Health Services (DSHS); appropriating $137,910.00 to provide funding activities in support of tuberculosis prevention and control services for the period September 1, 2024, through August 31, 2025, authorizing two existing FTE's funded by this grant. sponsors: Health Department 18. 24-0902 Ordinance appropriating $43,570.00 from an increase in the HIV Surveillance Grant Program administered by the Department of State Health Services (DSHS) for the period September 1, 2024, through August 31, 2025, to provide HIV surveillance and control services, authorizing one existing FTE position funded by this grant. sponsors: Health Department 19. 24-1008 Ordinance ending Presiding Judge Jacqueline Del Llano Chapa's current term and reappointing Jacqueline Del Llano Chapa as Presiding Judge for a two-year term of office beginning August 1, 2024, and ending August 1, 2026, effectively staggering the Presiding Judge term from Full-time and Part-time Municipal Court Judges' terms. sponsors: Municipal Court Committee J. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. K. PUBLIC HEARINGS: (ITEMS 20 - 21) The following items are public hearings and public hearings with first reading ordinances. Each item will be considered individually. 20. 24-0937 Zoning Case No. ZN8192, MF Newton Investments LLC (District 4). Ordinance rezoning a property at or near 2245 Flour Bluff Drive from the "RS-6" Single-Family 6 District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). sponsors: Development Services 21. 24-0932 Zoning Case No. ZN8185, Toreros Investment II LLC (District 4). Ordinance rezoning a property at or near 635 Yorktown Boulevard from the "FR" Farm Rural District to the "CC/SP" Commercial Compatible District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval. Applicant originally requested a zoning change to the "R-MH" Manufactured Home District. Applicant consents to staff's recommendation). sponsors: Development Services L. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 22 - 28) City of Corpus Christi Page 5 Printed on 6/24/2024 City Council Meeting Agenda-Final-revised June 25,2024 The following items are motions, resolutions or ordinances that may be considered and voted on individually. 22. 24-1025 Resolution approving staff recommendation of the shortlisted firms (Acciona Agua/MasTec, CDM Smith/PLW Water, and Kiewit) for the Inner Harbor Seawater Desalination Treatment Plant Project in accordance with the Texas Government Code 2269 pertaining to a Request for Qualifications issued on March 29, 2024, and closed on May 22, 2024. Sponsors: Corpus Christi Water, Engineering Services and Contracts and Procurement 23. 24-0998 Resolution authorizing the execution of a contract and subsequent amendment(s), following the Request for Proposals (RFP), with the selected design-build firm for design services for the Inner Harbor Seawater Desalination Treatment Plant Project in the estimated amount of $68,000,000.00, authorizing execution of Phase 1A, Phase 1B, and early work packages in the estimated amount of$69,250,000.00, and authorizing acquisition of property in the estimated amount of$750,000.00, for a total amount not to exceed $138,000,000.00; and determining all costs attributable to Raw Water; with funding available from the State Water Implementation Fund for Texas (SWIFT). Sponsors: Corpus Christi Water, Engineering Services and Contracts and Procurement 24. 24-1024 Resolution authorizing Amendment No. 3 for pre-construction phase services to the master services agreement with Freese and Nichols for the Inner Harbor Seawater Desalination Treatment Plant Project in the amount of$12,000,000.00, for a total contract value not to exceed $21,033,994.00; with funding available from the State Water Implementation Fund for Texas (SWIFT). Sponsors: Corpus Christi Water, Engineering Services and Contracts and Procurement 25. 24-0697 Motion authorizing payment of the Federal Income Tax Component of Contribution (ITCC) in the amount of$255,750.00 to American Electric Power, Texas (AEP) for the Contribution in Aid of Construction Direct Connect Agreement for the Inner Harbor Seawater Desalination Treatment Plant Project, with FY 2024 funding available from the State Water Implementation Fund for Texas (SWIFT). Sponsors: Corpus Christi Water 26. 24-1021 Motion authorizing execution of a one-year professional services agreement with two one-year options, for communication and education services for Corpus Christi Water with Morehead Dotts Rybak, Inc. (aka MDR Advertising), of Corpus Christi, in an amount up to $240,000.00 in management fees and up to $1,260,000.00 in media allowance for an amount not to exceed $1,500,000.00 with a potential amount up to $4,500,000.00 if options are exercised, with FY 2024 funding of City of Corpus Christi Page 6 Printed on 6/24/2024 City Council Meeting Agenda-Final-revised June 25,2024 $375,000.00 from the Water Fund. Sponsors: Corpus Christi Water and Contracts and Procurement 27. 24-1026 Motion authorizing execution of a one-year professional services agreement with two one-year options, for citywide communication and education services with Morehead Dotts Rybak, Inc. (aka MDR Advertising) of Corpus Christi, for$210,000.00 in management fees and $750,000.00 in media allowance for a total not to exceed $960,000.00, with a potential amount up to $2,880,000.00 if options are exercised with FY 2024 funding of$240,000.00 from various department funds. Sponsors: Communications&Intergovernmental Affairs and Contracts and Procurement 28. 24-1000 Motion authorizing Amendment No. 3 to the professional services contract with Lockwood, Andrews & Newnam, Inc. (LAN) for the North Beach Drainage Improvement Project in the amount of$473,604.00, for a total contract value not to exceed $1,254,408.00 to provide design, bid, and construction phase services for reconstruction of Beach Avenue, from East Causeway Boulevard to the beach, and Gulfspray Avenue, from East Causeway Boulevard to the beach, and to provide design services for the North Beach Eco Park project; located in Council District 1, with FY 2024 funding available from the American Rescue Plan Act Grant Funds. Sponsors: Engineering Services and Public Works/Street Department M. BRIEFINGS: (ITEMS 29 - 30) 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. 29. 24-1039 S.E.A. Walk Project Briefing, presented by Bill Durrill, Director of the Devary Durrill Foundation. 30. 24-0861 Corpus Christi Regional Transportation Authority (RTA) to provide 2023 end of year annual overview on the organization accomplishments and city-wide projects. N. EXECUTIVE SESSION: (ITEMS 31 -32) 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" City of Corpus Christi Page 7 Printed on 6/24/2024 City Council Meeting Agenda-Final-revised June 25,2024 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. 31. 24-1020 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 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 32. 24-1038 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, Catahoula Aquifer, Eshelman-Vogt Ranch, 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 8 Printed on 6/24/2024 US Major City Initiatives --,- In Development � � a . in jn ^ a. • �� ram" �;� �, � .. - a, T , i S PROJECT LIST OBond 2024 rQ Sales Tax Reauthorization © Municipal Election r-rrl FY 2025 Proposed Budget irr`ri rrrr rn� rrrrr irrrrrrrrrri Impact Fees/Trust Fund rrr[p fl rr IF rrri dill flf !I r'rfl� 1:i rir!rrrF rtr`r% rrrrr aflli rrrrrrr aril. �����i n fllrrFIF p i rrrrr I I I rrr ';■■.i Industrial District Agreements rrFr; ..III . rl "NOUN i ,1I1[ 'lllll rriiiii'iiiii .■~•■i monism i m i r7 wu I n n rr um ■���i�i Seawater Desalination lur I I rrn I nnl �+���i 'ill llll III Irlrl ONION i II rfl"IIII Illq li 1 1 IJ I I I Irri r '1311I PII111111 -� �.i 'llll f I I I I'.IJ rll mu l t u l um Now In I i i I I i u uno . ■. �r �iri Mary Rhodes Pipeline Drought Contingency Update: Swimming Pools, Splash Pads, and Water Fountains Hurricane/Tropical Storm Preparedness ]A t� BOND 2024 �,f PROJECT SUMMARY: PROPOSED B.GN D 2024 75 INVESTIMEONT KEY DATES: • There were five community input sessions from May 8 - May 22 and one June 17. • Stakeholder communication sessions are ongoing • Several City Council meetings and a Work Session were also held for bond development i SALES TAX REAUTHORIZATION- - -W �i PROJECT UPDATE: - • Two 1/8 cents of Type A Sales Tax • A public survey regarding the use of local sales tax was made available in both English and Spanish on June 7 and closed June 23. Over 1,800 0 , responses have been received as of Friday June 21. .• • There were five community input sessions from May 8 - May 22 and one June 17. • Stakeholder Communication sessions ongoing i KEY DATES: - • July 25:Approval of programs for each 1/8 cent s` ' r • August 13: City Council Meeting to order a general/special election -`V- ���.._ �- -;,•- _ rah • October 21 - November 1: Early Voting • November 5: General Election ' aL row Municipal Election PROJECT SUMMARY: u '� • All 9 City Council seats are on November --- -- election ballet • Sign policy update to allow two yard signs per candidate or issue at each City property voting \ location up to 90 days prior to election day KEY DATES: • July 22: First day a candidate may file an application for a place on the ballot • Packets are currently available for pickup from the City Secretary's office • August 13: City Council Meeting to order a general/special election • August 19: Last day a candidate may file an application for a place on the ballot • October 21 - November 1: Early Voting • November 5: General Election FY 2025 PROPOSED BUDGET PROJECT SUMMARY: � • We are expecting less property tax revenue and flat line on other revenues for the ` p 9 p p Y FY 2025 budget which will result in a no growth Proposed Budget with potential reductions • Development is currently underway with the City Manager through July tb • There are 6 scheduled City Council budget workshops between August 1 -29 and 6 community meetings currently being scheduled KEY DATES: t • Critical issues in the FY 2025 Proposed Budget will be discussed with City Council 'T starting the week of July 22, 2024. 'l • Proposed FY 2025 will be presented to City Council July 30 0, • Proposed FY 2025 Budget will be recommended for adoption September 10 64 IMPACT FEES/TRUST FUND PROJECT SUMMARY: • In 2020 City Council approved exploration of impact fees to fund new infrastructure • Impact fees are charges on new developments to help fund public infrastructure needed to accommodate the increased demand caused by those developments • Capital Improvement Advisory Committee approved impact fees after 5 community input sessions • Supported by the Planning Commission and Coastal Bend Home Builder Association • Trust Fund Close-Out Plan has been developed and will be presented to City Council KEY DATES: • July 16: Impact Fee Vote by Council - 1st Reading • July 23: Impact Fee Vote by Council -2nd Reading and consideration of adoption • July 2024-September 2025: Development of Policies INDUSTRIAL DISTRICT AGREEMENTS PROJECT SUMMARY: • Both parties are progressing favorably,and updates are being provided to City Council • Progress towards an agreement is promising and a tentative agreement is expected to be reached by mid July • Consideration for annexation will only be necessary mid July if an agreement can not be reached KEY DATES: • June 20: Most recent meeting conducted between City staff and industrial district representatives • July 11:Targeted completion of negotiations INNER HARBOR SEAWATER SEAWATER DESALINATION DESALINATION PROJECT SUMMARY: • 30 million gallon per day treatment plant. Project site is approximately 14 acres, with an estimated design and construction budget of $757 Million. KEY DATES: • June 25 ✓ Council approves Short-Listed Firms to move to �' Evaluotion Committee scorin MW Request for Proposals (RFP) + � ✓ Contract with the top ranked Proposer and authorize amendments and early work packages ✓ Amend Freese and Nichols Master Services Agreement ✓ Approve AEP Federal Income Tax Pass-through Cost ✓ Approve CCW Communication and Education Services 41 MARY RHODES PIPELINE PROJECT SUMMARY: • HDR completed a $3 million,year-long assessment to increase the pumping schedule of MRP • Results recommended increasing pumping from 42 million gallons per day (MGD) to 56 MGD • Original engineers John Michael and Frank Brogan also support increasing pumping capacity - -a L_ KEY DATES: • June 24: Began schedule 3 pumping, T increasing output to 56 MGD, 14 MGD = a more water A 64 DROUGHT CONTINGENCY UPDATE : SWIMMING POOLS, SPLASH PADS, AND WATER FOUNTAINS PROJECT SUMMARY: • Stage 3 drought restrictions are recommended to be revised to allow for the continued operation of splash pads and filling of swimming pools • Staff analysis of evaporative loss of water for pools and splash pads is underway KEY DATES: A�fi,"+.F �. • July 16: Recommended revisions to the drought contingency plan i` '� � presented to Council 3 HURRICANE & Tropical Storm PREPAREDNESS ' PROJECT SUMMARY. Know Now wA1eM1s • Emergency Operations is scheduling briefingswith Mayor and City Council to review roles and responsibilities this week • Recurring hurricane preparedness meetings are ongoing with Emergency Operations and City Departments KEY DATES: • City Manager's Report on hurricane REGISTER AT REVERSEALERT.ORG FOR OUR preparedness at City Council today COMMUNITY'S EMERGENCY ALERT SYSTEM WWW.CCTEXAS.COM/BEREADY HURRICANE ,; Office of Emergency Management Corpus Christi Fire Department Council Presentation June 25, 2024 2024 Atlantic • • Storm/Hurricane •i °pppa Z�: -� Atlantic Tr Cyclone Names . .�P , . Alberto Helene Oscar Beryl Isaac Patty Chris Joyce Rafael Debby Kirk Sara Ernesto Leslie Tony Francine Milton Valerie Gordon Nadine William etenrologicd GCQ�PUSChq�sr' Be MINOR, onX. M;y xna O�QUS CyR i V s� O � } m F Jti FNCYMANP tas2 Y 2024 Atlantic Hurricane Outlook �� = Atlantic Hurr�� - eason Outlook Named storms 17 - 25 10% 5� �� Hurricanes 8 - 13 Major hurricanes 4 - 7 Above normal Near normal Below normal Season probability aoP'PUSChq�s>i Be prepared:Visit hurricanes.�ov and follow�a NWS and a�NHC_Atlantic on X. May 202n `OPUS CyP'� O a 9CFNCYMANPG ias2 �R�4 It Only Takes One No matter what the number is, remember it only takes one for a really bad day in Corpus Christi. Therefore, it is so important that the city is proactive in our preparedness and planning. City Operation Center A central location where the government can provide inter-agency coordination and executive decision-making for managing disaster response and recovery. Primary Functions include: ✓ Strategic direction and control -- x ✓ Situation assessment a ✓ Establishing priorities _ �r ✓ Resource management ✓ Communications J J � All Hazards Plan ✓ City Departments have an all-hazard emergency plans ✓ Plans are updated annually ✓ Nursing home emergency plans reviewed by our office Department Operation Centers ✓ Police Department ✓ Fire Department ✓ Corpus Christi Water ✓ Health District ' • •= 0 ✓ Public Works Public Health Prevent.promote. Protect. ✓ Solid Waste Corpus W Christi Water 50 ccw O Serving the Coastal Bend SERVICES AIL Communicate with Local, Regional and State Agencies ✓ Nueces County Emergency Operation Center ✓ Local Office of the National Weather Service ✓ Port of Corpus Christi Emergency Operation Center ✓ Texas Department of Public Safety ✓ Texas Department of Emergency Management ✓ Coastal Bend Council of Governments ✓ Coastal Bend Regional Advisory Council (hospitals) ✓ 2-1-1 Texas Community Outreach Adaakk to ✓ 95,000 information pamphlets mailed out with Utility bills ✓ Public Presentations ✓ Town Hall meeting with NWS to community ✓ Facebook and Twitter ✓ Reverse Alert ✓ Hurricane Special with Channel 3 ✓ Multiple TV interviews on hurricane preparedness Agencies Involved in Past Disasters ✓ AEP ✓ H-E-B ✓ American Red Cross ✓ Independent School District's ✓ Catholic Charities ✓ KLUX Radio ✓ Church Unlimited ✓ Port of Corpus Christi ✓ Coastal Bend Community ✓ RTA Foundation ✓ Salvation Army ✓ Coastal Bend Food Bank ✓ TAMUCC ✓ Corpus Christi NWS ✓ Texas Division of Emergency ✓ Del Mar College Management ✓ Functional Needs Support Team ✓ U.S Coast Guard ✓ HAM Radio ✓ 2-1-1Texas Communication via Telephone-Email- dggakk J�,R�4 Webex-Reverse Alert ✓ Businesses ✓ Hospitals ✓ Schools ✓ Dialysis Centers ' b ✓ Nursing Facilities ✓ STEAR ✓ General Public 4 J�' � Planning and Exercises ✓ When developing a disaster plan, a whole community approach is implemented ✓ WebEOC Drills ✓ Reverse Alert Drills ✓ Coastal Bend Hurricane Exercise ✓ Full Scale Evacuation Exercise ✓ Incident Command Training A City Emergency Teams ✓ Fourteen emergency teams comprised of city employees ✓ Teams have been created to respond to emergencies when needed either prior to, during, and after an emergency ✓ Teams will have a specific role during an emergency ✓ Communication between the EOC and the emergency teams is key in a successful operation AWL Phased Evacuation " Evacuation Zones ✓ The plan to evacuate the City of ` Corpus Christi is based off a Phased Evacuation using ., evacuation zones. Evacueuon zcnw _ _ -Evawetion Routes ✓ The City has been divided into 5 Zone At different zones (A thru C). The ZoneA3 recommendation for zone ZeneB Zone C evacuation will depend on the many factors of the storm & storm surge. _ •. ✓ The city has developed a timeline _f that is used as a guide when making recommendations on which zones need to evacuate. CMNCwpueCnia41K NtOtl I' Assisted Evacuation ✓ Anyone that cannot self-evacuate RTA will pick them up at their nearest bus stop ✓ Riders will be taken to a transfer station that will transport them to Corpus Christi Gym ✓ RTA will allow people to ride buses at no charge. Passengers will be able to bring their pets and bags ✓ CCISD buses and State buses will be used to transport evacuees out of town AWL Evacuation Hub '- , Phased Hurricane Reentry to Tier ER & 1 Tier 2 Tier 3 • • • Phase 1 Phase 2 Phase 3 Emergency Response Restoration of Essential Business Owners & g Y p , Services, PODs, Mass Residents Immediate Mass Care & Care Operations, & other Damage Assessment support WWAW-LVO �' �11111 mSI �. Team Approach for Disaster ✓ All City departments work great as a team during times of an emergency. Departments support other departments in times of crisis. That is what makes the city able to respond to any crisis in the community. ✓ When planning for a disaster the city always plans for worst- case scenario. We ask ourselves what can go wrong. Cannot wait for the event itself to try and figure it out. ✓ There will be times when challenges will come up during an event, but our team is prepared to handle such situations. We take a proactive approach instead of a reactive approach. Emergency Information ✓ Public Alert Notifications (ReverseAlert.org) ✓ News Media (Radio and TV) ✓ Internet: cctexas.com/ Click ReadyCC ✓ KLUX Radio/ 89.51FM ✓ Social Media (Facebook- @ReadyCC / Twitter- @ReadyCC) I� C Corpus Christi Office of Emergency Management Questions Public Works Department I -* - FY 2024 Rapid Pavement Program (RPP) 3rd Quarter Update — Residential Streets o Presented by RAPID Ernesto De La Garza, P.E., 40 PAVEMENT PROGRAM Director of Public Works `o�Qus�yR O � PUBLIC WORKS Y k G _A ssi i In House = Contractual Project Status Projects Centerline Miles Projects Centerline Miles Total 32 120 110 33.8 Pf>lt7tlld�aiAep�GOt�b 100l6 7t1% FY RSRP Projects Summary In House Contractual Project Status Projects Centerline Miles Projects Centerline Miles Taiid 41 9.0 130 31_t tits% 30% 4O�p V 5 CHR� i 4 i q m -��o-�o=P.SCYP sn � v MIT Ja u -� - -a r ,t-•a,. -• - s t `- District 2 - Wynona Drive; Before After qw District 3 - Brushwood Lane 1 a f _ s y Before After District 4 - Merriman Avenue �n r i Before After 6 District 5 - Snead .n. t e> 4 � ' u.�, Before After 4O�p V 5 CHR� i 4 i q a 'aY o=co-PLscnF zn J - y �•r e u 6- ,s _ a �.; �i � 'ti x4�`v '` "��r$$ ,., ,iYr'"re ^km n -.y RP P FY 2024 RAPID Contractual Crew - Forecast L°G$AMi 1 d` Huisache Interstate 37 Nueces Bay Resurface +` Scheduled Jul.2024 i` Aug.2024 1 - Ligustrum Mimosa Buddy Lawrence Resurface 'I Scheduled J l.2024 -, Aug.2024 1 Magnolia Nueces Bay Interstate 37 Resurface ., Scheduled Jul.2024 Wr Aug.2024 1 Mimosa Azalea Nandina Resurface 'I Scheduled Jul.2024 Aug.2024 1 Nandina Mueller Buddy Lawrence Resurface 911F Scheduled Jul.2024 Aug.2024 2 Andrews Crosstown Expwy PortAve Resurface Scheduled Aug.2024 Aug.2024 2 BrawnerN Kostoryz Ramsey Resurface Scheduled Jm.2024 Aug.2024 2 Cambridge Horne Norton Resurface Scheduled Jm.2024 Aug.2024 2 Casa Bonita Casa Linda Casa Verde Resurface Scheduled Jm.2024 Aug.2024 2 Casa De Amigos Casa Linda Casa Grande Resurface Scheduled Jin.2024 Aug.2024 AL 2 Casa De Cro Crlando Corta Resurface Scheduled Jin.2024 Aug.2024 2 Casa Grande Cas Rosa Corta Resurface Scheduled Jan.2024 Aug.2024 . 2 Casa Linda Staples Casa Blanca I� Resurface Scheduled Jan.2024Mb Aug.2024 2 Casa Verde Casa Bonita Casa Blanca ' Resurface Scheduled Jan.2024 -, Aug.2024 2 Catalina Ft Worth SStaples St Resurface In Construction Jan.2024MV Jul.2024 2 Churchill Trenton Tarlton Resurface Scheduled Aug.2024 Aug.2024 2 Cornwall Hawthorne Shely Resurface Scheduled Aug.2024 Aug.2024 2 AL Corta Casa Grande Kostoryz Resurface Scheduled Jan.2024 Aug.2024 2 '. Elizabeth Timrod Tarlton Resurface Scheduled Aug.2024 Aug.2024 2 Fig Tarlton Shely Resurface Scheduled Aug.2024 Aug.2024 2 '- Ft Worth Moray Wilshire Resurface In Construction Jan.2024 Jul.2024 2 Hawthorne Crosstown Shely Resurface Scheduled Aug.2024 Aug.2024 2 Loritte Crosstown Expwy Andrews Resurface Scheduled Aug.2024 Aug.2024 2 _.��.. Norton Kostoryz Casa Verde Resurface Scheduled Jm.2024 Aug.2024 2 Shely Ayers Crosstown Resurface Scheduled Aug.2024 Aug.2024 2 Timrod Churchill Cornwall Resurface Scheduled Aug.2024 Aug.2024 2 Trenton Cornwall Churchill Resurface Scheduled Aug 2024 Aug 2024 1 RP P FY 2024 RAPID PAVEMENT Contractual Crew - Forecast PROGRAM 5 Cedar firings Cso Pkwy Dead End Fbsurface Scheduled Jun.2024 Pug.2024 5 Chapel Creek Cso Parkway Shady Creek Fbsurface Scheduled Pug.2024 Pug.2024 5 Quail Hollow Cso Pkwy Twin Creek Fbsurface Scheduled Aug.2024 Aug.2024 5 Quail Spring Rd The Mansions Dr Dome Spring Fbsurface Scheduled Pug.2024 Pug.2024 5 Shady Creek Cso Parkway Chapel Creek Pesurface Scheduled Aug.2024 Pug.2024 5 The Mansions Fbddfield Cso Pkwy Fbsurface Scheduled Aug.2024 Aug.2024 5 Twin Creek Cso Pkwy Quail Hollow Fbsurface Scheduled Pug.2024 Aug.2024 10 RPP FY 2024 RAPID n House Crew - Forecast L ERAMT ,.TE AcTum-collmlKnoN DATE 4 Allamanda Coralvine Pionciana Resurface Scheduled Aug.2024 Aug.2024 4 Broomsedge Bay Bean Tamarisk Resurface Scheduled Aug.2024 Aug.2024 4 Coralvine Sea Pines Allamanda Resurface Scheduled Aug.2024 Aug.2024 3 Devonshire V\bber Bmdale Resurface Scheduled Aug.2024 Aug.2024 3 Essex Killarmet Pebble Beach Resurface Scheduled Aug.2024 Aug.2024 4 Jassamine Bay Bean Tamarisk Resurface Scheduled Jal.2024 Jil.2024 3 Mendenhall Carroll Liptonshire Resurface Scheduled Aug.2024 Aug.2024 4 Seagrape Bay Bean Tamarisk Resurface Scheduled Jal.2024 Aug.2024 4 Tamarisk bssamine Broomsedge Resurface Scheduled J 1.2024 J 1.2024 3 Waterloo Carroll Inglewood Resurface Scheduled Aug.2024 Aug.2024 Questions? CITY OF CORPUS CHRISTI OFFICE OF THE CITY MANAGER TO: Mayor and City Council FROM: Peter Zanoni, City Manage COPY: Executive'Team SUBJECT: Staff Announcement DATE: June 3, 2024 Corpus Christi Water I have appointed Nick Winkelmann as Director of Water Systems and Support Services effective Monday, .tune 3. Nick joined the City in July 2021 as Planning and EnglnCering Manager for Corpus Christi Water (CC:W). Since January 2024, lie has served as Interim Director of' Water Systems and Support Services. Previous to his interim role, Nick served as Assistant Director of Planning and Infrastructure for CCW. Before joining the City,he worked for 24 years in the private water sector. Nick Bolds both a Bachelor of Science in Geological Engineering and a Master of Business Administration from Missouri Science and Technology. I-le holds his Professional Engineer License in Civil Engineering and is registered in both Illinois and Texas. Fire Chief Wade has selected.lace Johnson as Emergency Management Coordinator effective Monday, .rune 3. lace joined the City in January 2024 as the Deputy Emergency Management Coordinator. Since April. he has served as the Interim Emergency Management Coordinator. .lace has 26 years of experience in emergency management and disaster relief response. Before joining the City, Jace was the Emergency Management Coordinator for United Rescue Alliance, which is an international disaster and crises response organization dedicated to equipping and training communities in the areas of disaster preparedness, response, and transformation. In his role as Emergency Management Coordinator for United Rescue Alliance, dace was responsible for leading training activities for emergency response teams, responding to natural disasters and large- scale incidents, and cultivating relationships with individuals, organizations, and agencies related to emergency response activities. We are currently recruiting for the permanent Emergency Management Deputy Coordinator position. Attached: Updated Organizational Chart effective June 3, 2024 Mayor and City Council June 3,2024 City of Corpus Christi Organizational Chart Rebecca Huerta Peter Zaroni George Holland Jackie City Secretary City Manager City Auditor Municipal Courts Judge Assistant to City Manager City Attorney Sony Peronel Miles Risley Deputy City Manager Interim Assistant City Michael Rodriguez Manager Assistant City Manager Assistant City Manager Assistant City Manager Sony Peronel Neiman young Corpus Christi Water Heather Hurlbert Vacant Police Chief Operating Officer Communications' Chief Mike Markle Drew Molly &Intergovernmental Affairs2 Engineering Services Management&Budget Logan Cobbs' Jeffrey Edmonds Eddie Houlihan Ryan Skrobarczykz Fire Director of Water Systems Nick Winkelmann Chief Brandon Wade Public Works Finance&Procurement Libraries Ernesto De La Garza Heather Hurlbert(Interim) Laura Garcia Director of Water Utilities Court Administration Wes Nebgen Solid Waste Gilbert Hernandez Parks&Recreation Information Technology David Lehfeldt Robert Dodd Peter Collins Human Resources Airport Rebecca Castillo Planning& Animal Care Services Community Development Kevin Smith Daniel McGinn Katie Chapa 1.CCREDC:Heather Hurlbert Asset Management 2.American Bank C—r:Elsy Gas Brett Van Hazel Economic Development aorgstedte Health District* Heather Hurlbert(Interim) 3.c-p chrnr Hoolu:My Borg—&e Fauzia Khan Bill Mahaffey 4.ca,wen--i—Bureau: Strategic Planning& Heather Hurlbert *Includes Local Health Authors Innovation 6.Type A/B Bwrd:Heather Hurlbert h Development Services 6.Downtown Mawgemerrt Dirty- Dr.Ramachandruni Scott Greene Heather Hurlberc AI Raymond i CITY OF CORPUS CHRISTI OFFICE OF THE CITY MANAGER TO: Mayor and City Council FROM: Peter Zanoni, City Manager r COPY: Executive Team SUBJECT: Staff Announcement DATE: May 22,2024 Economic Development I have appointed Arturo Serrano as Director of Economic Development effective Monday, June 24. Arturo is a Certified Economic Developer with over 10 years of local government experience and over seven years of economic development experience. He currently serves as the Economic Director for the City of Eagle Pass. In this role, he is responsible for recruiting businesses and funding for the City of Eagle pass. Arturo's notable accomplishments in this role include completion of three hotel projects in excess of$30 million in private investment, securing $3.5 million for a major historic preservation project,and completing the Eagle Pass Downtown Master Plan. Arturo holds a Bachelor of Psychology from Northern Arizona University. He also holds a Master of Science in Economics and a Master of Public Administration from the University of Texas at El Paso. He is a Certified Economic Developer from the International Economic Development Council. Health I have appointed Michael Perez as Assistant Director of Public Health and Finance Administration for the Health Department effective Monday,May 20. Michael has over 20 years of experience in the health field. Before to joining the City,he was the Director of Business Development and Operations for Radiology and Imaging of Corpus Christi, where he was responsible for building and maintaining strong relationships with key decision makers such as medical providers, healthcare facilities, and industry contacts to drive business opportunities. Previously,he served as the President of Christus Spohn Hospital—Beeville,where he was responsible for the operational effectiveness of the facility and overall quality of care provided to the community. Michael holds a Bachelor of Science and a Master of Physical Therapy from the University of Texas Medical Branch—Galveston.He also holds a Master of Business Administration from Texas A&M—Corpus Christi.He served as a Fellow for the American College of Healthcare Executives. Page 2 of 2 Staff Announcement Finance I have appointed Julie Sandoval as Assistant Director of Finance effective Monday,July 1. Julie has over 18 years of finance experience,with over 15 of those years in local government. She currently serves as the Public Health Administrator of Operations for the City of San Antonio's Health Department.In this role she is responsible for a$104 million budget,monthly and quarterly financial reporting, and the development of the Health Department's strategic finance plan. She was instrumental in ensuring zero audit findings for the Health Department during both the FY 2023 Single Audit and the 2024 Department of State Health Services Grant Audit. Julie holds a Bachelor of Business Administration Degree in Accounting from the University of Texas at San Antonio. She is a certified Project Management Professional and a certified Scrum Master. She is an active member of the Government Finance Officers Association. Attached: Organizational Chart updated effective Monday, June 24 N 99 0 c A W m� c - s W' t u C x �+ ° 9 u N W m WE r w a E w x L9 Iro :ul u a E y � _ v 3E 3z �, I CL EL ° ° 3 E a I >v 3 ° r I S r E I I I I c v v �c c � 3 a m o m 7 L E C c c � � N G Ac > o a v v coG v E 010 w w C u o _ c m n = m u g� u W) Mr I u w a c H u C W `o •c , 01 c m y i5 m Ew lzc t9 m a w E yY° v> a w a s z 6o d as c v°i o x ao yy Q L W O W �"� I I I 1 LA n v1 O o gp' E E o (D = E — I I I I I I CITY OF CORPUS CHRISTI OFFICE OF THE CITY MANAGER TO: Mayor and City Council FROM: Peter Zanoni, City Manag /.- COPY: Executive Team SUBJECT: Staff Announcement—Finance Director DATE: June 10, 2024 I have appointed Sergio Villasana as Director of Finance effective Monday, July 1. Sergio has over 24 years of experience in the finance sector, with over 15 years in municipal govermnent. He currently serves as the Finance Director for the City of McAllen with that City's FY 2024 All Funds Budget of$661 million. He also participates in the City of McAllen's issuance of debt and rating agency reviews and serves as a Board Trustee for the City of McAllen's Firemen's Retirement Fund. Preceding his current role, Sergio was the Deputy Finance Director for the City of Harlingen. Sergio holds a Bachelor of Business Administration from the University of Texas at Brownsville. He holds several certifications including Certified Public Accountant, Certified Government Finance Officer, Certified Public Funds Investment Manager, Certified Internal Auditor, and Certified Public Manager. He is also a member of several governmental finance organizations including the Government Finance Officers Association and the Goveriunent Treasurers' Organization of Texas. Attached: Updated Organizational Chart effective July 1, 2024 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 se 0 0 PH AGENDA MEMORANDUM NCORPO0.1¢ Action Item for the City Council Meeting June 25, 2024 1852 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(o-)-cctexas.com 361-886-2603 Josh Chronley, Assistant Director of Contracts and Procurement JoshC2a-cctexas.com (361) 826-3169 Purchase of 31 mobile data computers and dash camera systems for the Corpus Christi Police Department CAPTION: Motion authorizing the purchase of 31 additional Panasonic mobile data computers and dash camera systems from Turn-Key Mobile, of Jefferson City, Missouri, for the Corpus Christi Police Department for$531,929.00, with FY 2024 funds from the Federal Police Law Enforcement Trust Fund in the amount of $177,309.66, the General Fund in the amount of $177,309.67, and the Crime Control and Prevention District in the amount of$177,309.67. SUMMARY: This item is a motion to approve the purchase of 31 additional Panasonic mobile data computers and dash camera systems for Corpus Christi Police Department (CCPD) patrol vehicles. BACKGROUND AND FINDINGS: Marked patrol vehicles require a mobile data terminal, dash cameras, and a mobile connection back to the CCPD network to receive calls for service, capture criminal activity for prosecutorial purposes, and generate offense reports. The addition of this Panasonic equipment will allow CCPD to fully upfit 30 additional 2024 Ford F-150s and one 2024 Ford Escape SUV. The 30 additional Ford F-150s and one additional Ford Escape SUV were ordered in December 2023 and are anticipated to be delivered in August 2024. The Panasonic equipment will be installed by Dana Safety Supply, which is the City's incumbent for vehicle upfitting services for CCPD. Dana Safety Supply is an emergency vehicle upfitting company and a certified Panasonic equipment installer. Their nearest location is in Harlingen, Texas. The thirty-one additional Panasonic mobile data computers and dash camera systems, along with the 30 additional Ford F-150's and one additional Ford Escape SUV, will be delivered to Dana Safety Supply's location in Harlingen for the installation services to be completed. Once the services are completed, the 30 additional Ford F-150's and one additional Ford Escape SUV will be delivered back to CCPD and placed into service. The equipment comes with a five-year manufacturer's warranty. Once the 30 additional Ford F-150s and one additional Ford Escape SUV are upfitted, received, and placed into service, CCPD will have 174 marked patrol units available. This increase in marked patrol units is in line with CCPD's goal of an optimum fleet level of 240 marked patrol units. PROCUREMENT DETAIL: This procurement is through the Texas Department of Information Resources Cooperative (DIR). Contracts awarded through the cooperative have been competitively procured in compliance with Texas Local and State procurement requirements. The table below shows the cost comparison between Turn-Key Mobile, Inc. and the second most competitive supplier, CDW LLC., through the DIR. Turn-Key Mobile, Inc. Cost Comparison with Competitor Turn-Key Variance in Variance in Mobile CDW LLC. Dollars Percent $531,929.00 $659,065.58 $127,136.58 19.3% ALTERNATIVES: The alternative is not to approve the purchase of the systems; however, this will mean that the 31 CCPD patrol vehicles will not have video recording systems installed unless another purchase for this equipment is approved at a later date. FISCAL IMPACT: Funds to purchase the 31 additional Panasonic mobile data computers and dash camera systems will come from FY 2024 funding from the Police Law Enforcement Trust Fund Federal in the amount of$177,309.66, the General Fund in the amount of$177,309.67, and the Crime Control and Prevention District in the amount of$177,309.67. Funding Detail: Fund: 1074— Police Law Enforcement Trust Fund Federal Organization/Activity: 826100F Department: 29 Project # (CIP Only): N/A Account: 520090— Minor Tools and Equipment Amount: $177,309.66 Fund: 1020— General Fund Organization/Activity: 11740 — Uniform Division Department: 29 Project # (CIP Only): N/A Account: 520090— Minor Tools and Equipment Amount: $177,309.67 Fund: 9010— Crime Control and Prevention District Organization/Activity: 11717— Public Safety Vehicles Department: 29 Project # (CIP Only): N/A Account: 520090— Minor Tools and Equipment Amount: $177,309.67 RECOMMENDATION: Staff recommends approval of the purchase of the 31 additional Panasonic mobile data computers and dash camera systems, as presented. LIST OF SUPPORTING DOCUMENTS: Quote TURN-KEY MOBILE, INC. Turn-Key 4510 Country Club Drive Mobile, Inc. Jefferson City,Missouri 65109 9 Estimate Estimate# :EST-12543 Sales person/ISS :Matt Griffin Estimate Date :05/22/2024 Created By(ISS) :Terry Cage Expiry Date :07/21/2024 Bill To City of Corpus Christi PO Box 9277 Corpus Christi TX 78469-9277 # Item&Description Qty Rate Amount 1 CF-33TZ-OQAM 31.00 3,450.00 106,950.00 Panasonic BSKU,Win11 Pro,Intel Core 6-12451-1 vPro(up to 4.4GHz),AMT,12.0IN QHD Gloved Multi Touch+Digitizer,16GB,Intel Iris Xe,512GB OPAL SSD,Intel Wi-Fi 6E, Bluetooth,4G MLP31-W,GPS,Dual Pass(Ch1:WWAN/Ch2:GPS),Mic and Infrared 2MP Webcam,8MP Rear Camera,Contactless SmartCard,Standard Batteries(2),TPM 2.0,Flat, CF-SVCPDEP3Y-3 Year Premier Deployment,FZ-SVC512SSD3Y-3 Year No Return of Defective Drive,FZ-SVCTPNF3YR-3 Year Protection Plus Warranty,CF-SVCBIOS1 -Custom BIOS,FZ-SVCFESGEN10-Mobility Engineering Field Service 2 CF-SVCPSYS 31.00 600.00 18,600.00 Panasonic Service Bundle 4th and 5th years Public Safety Service Bundle Add on(Year 4& 5 only). Must be purchased in conjunction with PS bundle base unit.lncludes Premier, Protection Plus,Customer Portal,Disk Image Management,HDD No Return 3 GJT-33-TVDO 31.00 1,500.00 46,500.00 Gamber Johnson Triml-ine Premium Tablet Vehicle Dock(no pass)for the CF-33 tablet only.USB(6),Serial,LAN(2),HDMI,VGA. Features two top USB ports for easy access.Not compatible when tablet is equipped with Quick-release SSD or Long Life Batteries. 4 CF-LNDDC120 31.00 0.00 0.00 Panasonic CF-LNDDC120 Auto Adapter-120 W-12 V DC Input FOR TB W/CIGARETTE LIGHTER ADAPTER 5 PAN WARRANTY 2 31.00 0.00 0.00 TKM GAMBERJOHNSON Dock 4th and 5th year extended Warranty per dock 6 IK-88-TP-USB-P 31.00 350.00 10,850.00 Panasonic iKey Full Travel Keyboard-Cable Connectivity-USB InterfaceTouchPad- Emergency,Adjustable Backlighting Hot Key(s)INTEGRATED TOUCHPAD&USB CABLE 7 WJ-VPU4000 31.00 3,125.00 96,875.00 i-PRO VPU4000 RECORDING UNIT ONLY(Includes Wireless LAN 1,Wireless LAN 2,BT, Common Trigger) [For each WJ-VPU4000 vehicle,include IPS-ICV4-ACC along with a Front (WV-VC35)and Back Seat(WV-VC31)camera] 8 IPS-ICV4-ACC 31.00 716.00 22,196.00 i-PRO ICV4000 ACCESSORY KIT FOR VPU4000,256GB SSD W/AES,POWER DISTRIBUTION BOX,BATTERY BACKUP,25'ETHERNET BLACK,25'ETHERNET YELLOW,25'ETHERNET LT. BLUE,IN-CAR MICROPHONE,ETHERNET BRACKET 9 WV-VC31 31.00 431.00 13,361.00 i-PRO ICV BACKSEAT HD CAMERA WITH IR,NOT INCLUDING ETHERNET CABLE.(Ethernet cable included in-ACC Kit)-or ARB-CABLREAR 10 WV-VC35 31.00 882.00 27,342.00 I-PRO ARBITRATOR WIDE ANGLE FULL HD FRONT CAMERA FOR i-PRO IN-CAR VIDEO SYSTEM [Built-In G-force sensor]W/O Ethernet Cable 11 IPS-ICV4-ANT-BL 31.00 381.00 11,811.00 PANORAMA SHARK FIN FOR ICV4000,4 WLAN,1 BT,1 GPS BLACK,6.77"X2.4"BOLT-ON 12 IPS-ICV4-256SSD 31.00 144.00 4,464.00 I-PRO 256GB RUGGED SSD FOR VPU4000 W/PULL TAB,W/AES ENCRYPTION 13 IPS-ICV-UDE-OP5 31.00 598.00 18,538.00 i-PRO ICV UDE ON-PREMISE DEVICE LICENSE FOR 5 YEARS,INCL.DEVICE MANAGEMENT, LIVE STREAMING AND REDACTION.SERVICE ENTITLEMENTS:24X7 HELP DESK,SOFTWARE MAINTENANCE AND SUPPORT. order Notes: 1 # Item&Description Qty Rate Amount 14 IPS-ICV4-WTY-5Y 31.00 478.00 14,818.00 Panasonic I-PRO EXTENDED WARRANTY YEAR 4&5 FOR ONE VPU4000,ONE FRONT CAMERA AND ONE BACKSEAT CAMERA.WARRANTY DOES NOT INCLUDE ACCESSORIES SUCH AS WI-MIC,CABLES,ANTENNAS,DISTRIBUTION BOX AND BATTERIES. 15 ARB-M90 62.00 836.00 51,832.00 Panasonic 900 Mhz Wireless Mic Full Kit Includes:Transmitter,Receiver,Wiring Harness, Antenna,Charging Base(Stand and AC Adapter),Leather Pouch,and Lapel Microphone 16 WV-BWC40D1A 31.00 230.00 7,130.00 i-PRO BWC4000 SINGLE DOCKING CHARGER STATION ONLY. For in-station also order IPS- BWC-AC65W.For Vehilce installations also order IPS-BWC4-12V-WIRE and IPS-ICV- ETH25GRN 17 IPS-ICV-ETH-DOCK 31.00 25.00 775.00 i-PRO ICV 25'ORANGE STP NETWORK CABLE FOR BWC DOCK IN THE VEHICLE 18 IPS-BWC4-12V-WIRE 31.00 40.00 1,240.00 i-PRO BWC4000 12V VEHICLE HARNESS FOR WV-BWC40D1A OR WV-BWC40C1A 19 TAA-MAA5-0920-C7A-FA 31.00 2,404.00 74,524.00 Cradlepoint 5-yr TAA Compliant NC Mobile FIPS Essentials Plan,Advanced Plan,and R920 router with WiFi(300Mbps modem),no AC power supply or antennas,North America 20 SH-IN2440-SL 31.00 0.00 0.00 Panorama Low profile Sharkfin,5 in 1 Antenna: MiMo 2G/3G/4G LTE,MiMo 2.4/5GHz Wi-Fi, GPS/GNSS,5m/16 cables for use with IBR600,IBR900,IBR1100. FirstNet compatible.With mesh sleeving. 21 7160-0857 31.00 133.00 4,123.00 GAMBER JOHNSON Low Profile Quick Release Keyboard Tray 22 Contract-Texas DIR-CPO-4697 1.00 0.00 0.00 i-PRO Contract#DIR-CPO-4697 STATE OF TEXAS DIR PROCUREMENT CONTRACT 23 Contract-Texas DIR-CPO-5225 1.00 0.00 0.00 Texas DIR Contract#DIR-CPO-5225 Panasonic Corporation of North America 24 Contract-Texas DIR-CPO-4458 1.00 0.00 0.00 Contract-Texas#DIR-CPO-4458 Cradlepoint,Barracuda and Ciena Sub Total 531,929.00 Notes Total $531,929.00 Looking forward for your business. Authorized Acceptance Signature Order Notes: 2 � S cl �o 0 � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 25, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Brandon Wade, Fire Chief Bra ndonW(a-)-cctexas.com (361) 826-3935 Josh Chronley, Assistant Director of Finance & Procurement JoshC2a-cctexas.com (361) 826-3169 Purchase of an Enforcer Pumper Fire Truck for the Corpus Christi Fire Department CAPTION: Motion authorizing the purchase of one replacement Pierce Enforcer Pumper Fire Truck from Siddons- Martin Emergency Group, of Houston, Texas, through the BuyBoard Cooperative, for the Corpus Christi Fire Department in the amount of for $988,253.00, with FY 2024 funding in the amount of $988,253.00 from the General Fund. SUMMARY: This motion authorizes the purchase of one replacement Pierce Enforcer Pumper Fire Truck from Siddons-Martin Emergency Group, LLC., of Houston, Texas, through the BuyBoard Cooperative, for $988,253.00 to be used by the Corpus Christi Fire Department. BACKGROUND AND FINDINGS: Pumper fire trucks provide water for fire streams or to support other pumpers or aerial apparatuses when combating structural and associated fires. Currently, CCFD has 21 pumper fire trucks in total, of which 15 units are frontline and six are reserve units. The replacement Pierce Enforcer Pumper Fire Truck will replace a current pumper fire truck in the Corpus Christi Fire Department's (CCFD) fleet. The current pumper fire truck that is being replaced is 15 years old and has reached the end of its useful service life. Once replaced, the current fire pumper truck will be placed into reserve status. The estimated build time for the replacement Pierce Enforcer Pumper Fire Truck is 30 months. It is expected to be delivered to the City by the end of calendar year 2026. The replacement unit will be assigned to Fire Station #12 (2120 Rand Morgan Rd)due to that station's very high response volume. The replacement unit will also increase the safety and effectiveness of the firefighting crews as it will have modern technology and safety features that are not available on the current pumper fire truck.The replacement unit will also help the CCFD maintain the emergency response service that is required and needed throughout the city. This item is an FY 2024 Budget Initiative, with funds allocated for the purchase of one enforcer pumper fire truck. PROCUREMENT DETAIL: This procurement is through the BuyBoard Cooperative. Contracts awarded through the BuyBoard Cooperative have been competitively procured in compliance with Texas, local and state requirements. Procurement staff found Siddons-Martin Emergency Group, LLC. through the BuyBoard cooperative to have the greatest discount pricing compared to another cooperative as displayed in table below. Buyboard HGAC Description Cost per Unit Cost per Unit Variance % Variance $ Base Price w/ options $1,162,844.00 $1,246,716.96 7.21% $83,872.96 for Pumper Truck Cooperative Fee $1,500.00 $2,000.00 33.33% $500.00 Less Discount 15% Discount 5% Discount $113,755.18 ($176,091.00) ($62,335.82) Total $988,253.00 $1,186,381.14 20.05% $198,128.14 ALTERNATIVES: The alternative is to not purchase the replacement pumper fire truck and to continue to utilize less reliable, reserve fire trucks. However, this would increase costs of repairs and increase out-of-service times of fire trucks. FISCAL IMPACT: The fiscal impact for CCFD in FY 2024 is an amount of $988,253.00 which will be paid through the General Fund. This item is an FY 2024 Budget Initiative, with funds allocated for the purchase of one enforcer pumper fire truck. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 12010 Fire Stations Department: 10 Fire Department Project # (CIP Only): N/A Account: 550020 Vehicles & Machinery Amount: $988,253.00 RECOMMENDATION: Staff recommends approval of this motion authorizing execution for the purchase of one Pierce Enforcer Pumper Fire Truck with Siddons-Martin Emergency Group, LLC., as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Co-op Agreement Price Sheet City of Corpus Christi Purchase of one Enforcer Pumper Fire Truck Finance & Procurement Fire Department Sr. Buyer: Marco Lozano BuyBoard Contract 651-21 Siddons-Martin Emergency Group, LLC Houston, TX Item Description Qty Unit Price Extended Total 1 Enforcer Pumper Fire Truck 1 $ 872,452.00 $ 872,452.00 Published Options 2 Add Frame Liner Custom 1 $ 2,923.00 $ 2,923.00 3 jAdditional Air Tanks 1 $ 546.00 $ 546.00 4 12 or 120 volt air compressor 1 $ 2,599.00 $ 2,599.00 5 Brake fittings compression type 1 $ 2,590.00 $ 2,590.00 6 Remote tank drain 1 $ 947.00 $ 947.00 7 Cummins X10 to PACCAR 510 1 $ 50,242.00 $ 50,242.00 8 EVS 3000 to 4000 1 $ 13,539.00 $ 13,539.00 9 Line-x type Bumper Coating front 1 $ 861.00 $ 861.00 or rear 10 Electric Windows 1 $ 2,967.00 $ 2,967.00 11 Cab Windows Factory Tint per 2 1 $ 12,775.00 $ 12,775.00 12 EMS Compartment in Cab 1 $ 4,489.00 $ 4,489.00 EMS Compartment w outside 13 2 $ 5,859.00 $ 11,718.00 access (each) 14 Mounting plate on engine tunnel 1 $ 707.00 $ 707.00 15 install Customer MDT 1 $ 1,483.00 $ 1,483.00 16 Install Customer GPS 1 $ 542.00 $ 542.00 17 install Customer radio 1 $ 1,346.00 $ 1,346.00 18 Spare 12 volt power (each) 10 $ 223.00 $ 2,230.00 19 12 volt Circuit block 1 $ 408.00 $ 408.00 20 Pierce Command Zone, Advanced 1 $ 11,418.00 $ 11,418.00 Electronics & Control System, W 21 Camera System Rear only 1 $ 2,022.00 $ 2,022.00 22 Kussmaul Charger 1 $ 2,597.00 $ 2,597.00 23 Batteries 6 total 1 $ 1,735.00 $ 1,735.00 24 430 amp Delco alternator 1 $ 5,567.00 $ 5,567.00 25 12 volt LED Hi-Viz Brow A 1 $ 2,477.00 $ 2,477.00 26 Additional Hosebed Divider 1 $ 760.00 $ 760.00 27 NY Hose Bed 1 $ 4,988.00 $ 4,988.00 28 Upgrade NY Style Tank 1 $ 3,391.00 $ 3,391.00 29 Running Board Trough 1 $ 1,105.00 $ 1,105.00 30 Catwalk-Hatch Compartment, 1 $ 5,031.00 $ 5,031.00 Each 31 Adjustable Comp. shelves 8 $ 285.00 $ 2,280.00 32 Slide-out floor tray 2 $ 1,181.00 $ 2,362.00 33 Swing-out tool board 1 $ 3,332.00 $ 3,332.00 34 Peg Board in compartment 3 $ 1,030.00 $ 3,090.00 35 SCBA Cylinder storage in fender 3 $ 1,904.00 $ 5,712.00 panel triple (each) 36 gPm ase Pump from 1500 to 2000 1 $ 5,586.00 $ 5,586.00 37 Add Mechanical Seal to Pump 1 $ 1,256.00 $ 1,256.00 Pagel Price Sheet City of Corpus Christi Purchase of one Enforcer Pumper Fire Truck Finance & Procurement Fire Department Sr. Buyer: Marco Lozano BuyBoard Contract 651-21 Siddons-Martin Emergency Group, LLC Houston, TX Item Description Qty Unit Price Extended Total 38 Thermal Relief 1 $ 1,788.00 $ 1,788.00 39 Add Large Diameter Side 1 $ 8,040.00 $ 8,040.00 Discharge 40 Extenda-gun 1 $ 9,057.00 $ 9,057.00 41 Pierce Husky 12 Single Agent 1 $ 30,657.00 $ 30,657.00 42 Refill, Foam Tank, Single Tank 1 $ 1,338.00 $ 1,338.00 43 Foam Cell 40 Gallons 1 $ 3,133.00 $ 3,133.00 44 LED Emergency Lighting A 1 $ 10,730.00 $ 10,730.00 45 Additional Speaker 1 $ 939.00 $ 939.00 46 Electrical Receptacle duplex (per 2 $ 502.00 $ 1,004.00 each) 15 or 20 amp 47 Graphics Upgraded 4 1 $ 11,657.00 $ 11,657.00 48 Deck Gun with Tips, Manual 1 $ 9,626.00 $ 9,626.00 49 ESC/ABS/ATC 1 $ 8,882.00 $ 8,882.00 50 Heavy Duty HVAC 1 $ 5,036.00 $ 5,036.00 51 Hi-Viz Cab or Body LED A 6 $ 1,814.00 $ 10,884.00 Options Sub-Total $ 290,392.00 Base Cost + Options $ 1,162,844.00 Buy Board Fee $ 1,500.00 Less Discount $ (176,091.00) Enforcer Pumper Fire Truck Total $ 988,253.00 Page 2 bUs c.� G� A CO-OPERATIVE PURCHASE AGREEMENT NO. 156999 U Purchase of Enforcer Pumper Fire Truck yCaeaoRp�� 1852 THIS Purchase of Enforcer Pumper Fire Truck Co-operative Purchase Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Siddons Martin Emergency Group, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Co-operative Agreement. Contractor has agreed to provide Purchase of Enforcer Pumper Fire Truck in accordance with its agreement with BuyBoard # 651-21 (the "Co-operative Agreement"), which is incorporated by reference herein as if set out here in its entirety. In the event of a conflict between this Agreement and the Co-operative Agreement, this Agreement shall govern to the extent allowed by the Co-operative Agreement. 2. Scope. Contractor will provide Purchase of Enforcer Pumper Fire Truck in accordance with the attached Statement of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 3. Term. The Term of this Agreement is two years beginning on the date provided in the Notice to Proceed from the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 4. Compensation and Payment. This Agreement is for an amount not to exceed $988,253.00, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Invoices must be mailed to the following address: Co-operative Purchase Agreement Standard Form Page 1 of 3 City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 5. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Tracy Escalante Title: Contracts / Funds Administrator Address: 2406 Leopard Street, Suite 300 Corpus Christi, Texas 78408 Phone: 361-826-3994 Fax: 361-826-4339 IF TO CONTRACTOR: Siddons Martin Emergency Group, LLC Attn: Kirk Givler Title: Vice President Sales Address: 1362 E. Richey Road, Houston, TX 77073 Phone: 281-442-6806 Fax: N/A 6. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. [Signature Page Follows] Co-operative Purchase Agreement Standard Form Page 2 of 3 CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance — Procurement Date: APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Incorporated by Reference Only: Co-operative Agreement: BuyBoard # 651-21 Co-operative Purchase Agreement Standard Form Page 3 of 3 ATTACHMENT A: SCOPE OF WORK 1.1 General Requirements A. The City of Corpus Christi Fire Department requires the purchase of one (1) Product Code 8 Enforcer Pumper with published options listed on attached price sheet. B. The Contractor will deliver newly built Enforcer Pumper 24-29 months after receipt of order (ARO). Page 1 of 1 ATTACHMENT B-PRICING CONTRACT PRICING WORKSHEET Buy Board Contract 651-21 for motor vehicles only Contract No.: 651-21 Date: 3/14/2024 Agency: :Corpus Christi Fire Department Contractor: Siddons-Martin Emergency Group Contact: :Rick Trevino Prepares: :Jeff Doran Phone: :(361)826-3905 Phone: 281-442-6806 Fax: N/A Fax: Emaa: :rtrevino6a cctex as.com Email: Idoran(a)siddons-martin.com Prod.Code: 8 Description: Enforcer Pumper A.Product Item Base Unit Price Per Contractor's Buy Board Contract: $ 872,452.00 B.Published Options-Itemize below-Attach additional sheet(s)if necessary-Include Option Code in description if applicable. Description Cost Description Cost Subtotal From Additional Sheet(s): $ 290,392.00 Subtotal B: $ 290,392.00 Total Published Options $ 1,162,844.00 C.Unpublished Options-Itemize below/attach additional sheet(s)if necessary. Description Cost Description Cost Subtotal From Additional Sheet(s): $ Subtotal C: $ Check:Total cost of Unpublished Options(C)cannot exceed 25%of the total of the Base Unit Price plus Published Options(A+B). 0% D.Other Cost Items Not Itemized Above(e.g.Installation,Freight,Delivery,Etc.) Description Cost Description Cost Subtotal D: $ E.Total Cost Before Any Applicable Trade-In/Other Allowances/Discounts(A+B+C+D) : $ 1,162,844.00 Quantity Ordered: -11 X Subtotal of A+B+C+D: 1162844 = Subtotal E:: $ 1,162,844.00 F.Buy Board Fee Calculation(From Current Fee Tables) IF Subtotal F: : $ 1,500.00 Description Cost Description Cost Contract Discount $ (176,091.00) Subtotal of column $ - Subtotal of Column $ (176,091.00) Subtotal G: : $ (176,091.00) Delivery Date:; 24-29 Months ARO 11.Total Purchase Price(E+F+G): $ 988,253.00 Option Published Unpublished Number Qh Description Options Options 102 1 Add Frame Liner Custom $2,923.00 143 1 Additional Air Tanks $546.00 144 1 12 or 120 volt air compressor $2,599.00 145 1 1 Brake fittings compression type $2,590.00 146 1 Remote tank drain $947.00 150 1 Cummins X10 to PACCAR 510 $50,242.00 160 1 EVS 3000 to 4000 $13,539.00 183 1 Line-x type Bumper Coating front or rear $861.00 189 1 Electric Windows $2,967.00 200 1 Cab Windows Factory Tint per 2 $12,775.00 223 1 EMS Compartment in Cab $4,489.00 224 2 EMS Compartment w outside access each $11,718.00 254 1 Mounting late on engine tunnel $707.00 272 1 install Customer MDT $1,483.00 274 1 Install Customer GPS $542.00 275 1 install Customer radio $1,346.00 287 10 Spare 12 volt power each $2,230.00 288 1 12 volt Circuit block $408.00 292 1 Pierce Command Zone,Advanced Electronics&Control System, $11,418.00 295 1 Camera System Rear only $2,022.00 311 1 Kussmaul Charger $2,597.00 323 1 Batteries 6 total $1,735.00 328 1 430 amp Delco alternator $5,567.00 342 1 12 volt LED Hi-Viz Brow A $2,477.00 365 1 Additional Hosebed Divider $760.00 366 1 NY Hose Bed $4,988.00 367 1 Upgrade NY Style Tank $3,391.00 387 1 Running Board Trough $1,105.00 391 1 Catwalk-Hatch Compartment,Each $5,031.00 422 8 Adjustable Comp.shelves $2,280.00 435 2 Slide-out floor tray $2,362.00 438 1 Swing-out tool board $3,332.00 447 3 Peg Board in compartment $3,090.00 459 3 SCBA Cylinder storage in fender panel triple each $5,712.00 470 1 Increase Pump from 1500 to 2000 gpm $5,586.00 472 1 Add Mechanical Seal to Pump $1,256.00 473 1 Thermal Relief $1,788.00 482 1 Add Large Diameter Side Discharge $8,040.00 494 1 Extenda-gun $9,057.00 518 1 Pierce Husky 12 Single Agent $30,657.00 523 1 Refill,Foam Tank,Single Tank $1,338.00 527 1 Foam Cell 40 Gallons $3,133.00 562 1 LED Emergency Lighting A $10,730.00 584 1 Additional Speaker $939.00 646 2 Electrical Receptacle duplex(per each 15 or 20 am $1,004.00 731 1 Gra bics Upgraded 4 $11,657.00 817 1 Deck Gun with Tips,Manual $9,626.00 163B 1 ESC/ABS/ATC $8,882.00 227A 1 Heavy Duty HVAC $5,036.00 349A 6 Hi-Viz Cab or Body LED A $10,884.00 Base Bid $ 872,452.00 Published Options $ 290,392.00 Total with Published Options $ 1,162,844.00 Unpublished Options $ - 0.00% Total Options including Fee $ 1,162,844.00 'r _ srcxn�x HEWITT FIR� tcr.��'� �• MEN' I �; E2 � S cl �o 0 � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 25, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: David S. Lehfeldt, Director of Solid Waste David L3(a-)-cctexas.comm (361) 826-1966 Brett Van Hazel, Director of Asset Management Brettvh(u-)cctexas.com (361) 826-3273 Josh Chronley, Assistant Director of Finance & Procurement JoshC2(a)cctexas.com (361) 826-3169 Lease Purchase of a Komptech Crambo 6000 Brush Shredder for the Solid Waste Department CAPTION: Resolution authorizing the acquisition by lease-purchase of a brush and tire shredder unit from Powerscreen Texas, Inc., through the Sourcewell Cooperative and financed through JPMorgan, in the amount of $1,006,737.58 for the Solid Waste Services Department, with FY 2024 funding of $50,336.88 from the General Fund and the remaining balance of$956,400.70 to be funded through the annual budget process. SUMMARY: This resolution authorizes the lease purchase of a new Komptech Crambo 6000 brush shredder from JPMorgan through the Sourcewell Cooperative for the Solid Waste Department. This item completes one of the 2024 budget initiatives for Solid Waste Services. BACKGROUND AND FINDINGS: The City of Corpus Christi collects approximately 235,000 cubic yards of brush annually from the City's curbside collection program. Additionally, residents deliver another 70,000 cubic yards annually to the J.C. Elliot Transfer Station. Prior to January 2024, brush was delivered to the Gulley Hurst Landfill for disposal at a cost of$500,000 annually. With the November 2023 expiration of the Gulley Hurst contract, brush will be processed at the JC Elliott Transfer Station by shredding for volume reduction. After the brush is shredded for volume reduction, it will be hauled to the City's new compost facility located at Cefe Valenzuela Landfill. This process will allow brush crews to maintain efficient operations by reducing the number and length of trips to the landfill. It will also allow for more space to be used within the landfill for other waste items. In preparation for brush processing at the JC Elliot Transfer Station, Solid Waste staff attended the U.S. Compost Conference in January 2024 and viewed over 30 shredders of various configurations. Subsequently, Solid Waste Services invited four vendors to visit Corpus Christi to demonstrate four different shredders. One of the four vendors declined the invitation. The other three vendors accepted the invitation and demonstrated their respective shredders for Solid Waste staff. Of the three shredders that were demonstrated, one was a single shaft and unable to handle Solid Waste's waste mix. The other two shredders demonstrated were dual shaft and performed well. Both shredders that performed well were comparably priced; however, the 3R Machinery Pronar 2.101 shredder was slightly higher and the recommended Komptech Crambo 6000 shredder is listed on a purchase cooperative. Along with brush processing, the recommended Komptech Crambo 6000 brush shredder will allow for the tires collected at the JC Elliott Transfer Station to be shredded and disposed locally. This will lead to savings of close to $100,000 annually for the City. The City currently spends over $100,000 annually on tire disposal without the availability of a shredder to breakdown the tires and dispose of them in the landfill. With the savings realized from the cancellation of the Gulley Hurst contract and the elimination of the cost to dispose of tires, the City will realize savings of approximately $600,000 annually. PROCUREMENT DETAIL: The procurement is through the Sourcewell Cooperatives. Contracts awarded through the cooperative have been competitively procured in compliance with Texas Local and State procurement requirements. Procurement has modified their business practices for a proactive approach to the City's vehicle and equipment procurement process. The modified business practice uses all resources available to ensure that vehicles and equipment are sourced and delivered in a timely manner while using economically favorable methods. The total cost comparison assuming a 4.50% lease purchase rate between the 3R Machinery Pronar 2.101 and the recommended Komptech Crambo 6000 is provided below. Recommended Model Komptech Crambo 3R Machinery Pronar 6000 2.101 Description Cost per Unit Cost per Unit Variance Variance /o Brush and tire shredder $1,006,737.58 $1,009,437.84 $2,700.26 0.3% unit ALTERNATIVES: The alternative is to not approve the lease purchase and instead have the Brush and Bulky crews haul the material to the Cefe landfill. This will put more wear and tear on the trucks, require more time, and keep the brush crews in the neighborhoods later. FISCAL IMPACT: The FY 2024 fiscal impact of this lease purchase totals $50,336.88 funded by General Fund.The remaining balance of $956,400.70 for the lease purchase items will be funded through the annual budget process. The interest rate for the lease purchased items is 4.50% for a total cost of$106,724.58 and a term of 60 months. Solid Waste will lease purchase this piece of equipment due to the high cost, which is in line with all other large equipment purchases by the department. FUNDING DETAIL: Fund: 1020 Organ ization/Activity: 12504 Department: 31 Project# (CIP ONLY): N/A Account: 530190 RECOMMENDATION: Staff recommends approval of this item, as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Resolution Picture Resolution authorizing the acquisition by lease-purchase of a brush and tire shredder unit from Powerscreen Texas, Inc., through the Sourcewell Cooperative and financed through JPMorgan, in the amount of $1,006,737.58 for the Solid Waste Services Department, with FY 2024 funding of $50,336.88 from the General Fund and the remaining balance of$956,400.70 to be funded through the annual budget process. WHEREAS, the Solid Waste Services Department needs a brush and tire shredder unit, which will be acquired via lease-purchase in the manner, at the amount, and from the funding source identified in this resolution. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The Solid Waste Services Department is authorized to acquire by lease-purchase a 2023 Komptech Crambo 6000 brush and tire shredder unit from Powerscreen Texas, Inc., through the Sourcewell Cooperative and financed by JP Morgan, for$1,006,737.58, with FY 2024 funding of $50,336.88 from the General Fund and the remaining balance of $956,400.70 to be funded through the annual budget process. Section 2. The City Manager, or his designee, is authorized to execute all documents necessary to acquire the machinery described in Section 1 of this resolution. PASSED AND APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Komptech Crambo 6000 Shredder Sourcewell # 030923-KMP Powerscreen Texas La Grange, TX Item Description Qty Cost Price 2023 Komptech Crambo 6000 Brush and 1 Tire Shredder 1 $900,013.00 $900,013.00 Total 1 $900,013.00 � y � 5 i se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM ss52 Action Item for the City Council Meeting of June 25, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Bill Mahaffey, Director of Gas Operations BilIM(a)cctexas.com (361) 826-1801 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(o-)cctexas.com (361) 826-3169 Supply Agreement for Residential Gas Regulators CAPTION: Motion authorizing execution of a two-year supply agreement with Wilnat Inc., dba Koons Gas Measurement of Tulsa, Oklahoma in an amount not to exceed $262,500.00 to purchase residential gas regulators, for Gas Operations, with FY 2024 funding in an amount of$131 ,250.00 available through the Gas Fund. SUMMARY: This motion authorizes a supply agreement for residential gas regulators for Gas Operations. These regulators will be used to replace aging regulators, for new construction, and for meter exchanges that utilize the old-style regulator. BACKGROUND AND FINDINGS: The Gas Department utilizes residential gas regulators to reduce gas pressure from the city's main gas line into the customer's line, ensuring safe operations of gas appliances by regulating pressure levels. Currently, the two-year contract between the City of Corpus Christi Gas Department and Koons Gas Measurement has expired. PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bid process to obtain bids for a new supply agreement. The procurement team has sent out 51 notifications to interested contractors, but none of them are local bidders. The City received two responsive bids. Staff recommends the award to the lowest responsive, responsible bidder, Wilnat, Inc dba Koons Gas Measurement. Wilnat Inc., dba Koons Gas Measurement has been serving the Natural Gas Industry for more than 40 years with its wide range of products and services. Wilnat is incumbent of the previous contract. The table reflects Wilnat Inc., dba Koons Gas Measurement cost comparison from 2021 to 2024. 2021 2024 Description Unit Qty Unit Price Qty Unit Price Variance Percentage per ea. Residential Gas Ea. 7000 $34.00 7000 $37.50 $3.50 10% Regulators ALTERNATIVES: No viable alternative exists; gas regulators are essential for safeguarding city residents' safety. Wilnat Inc's bid is responsive and fits within the budget parameters. FISCAL IMPACT: The total value for a two-year supply agreement with Wilnat, Inc, dba Koons Gas Measurement for the purchase of residential gas regulators is not to exceed $262,500.00, and the amount to be funded in FY2024 is approximately $131,250.00. Funding Detail: Fund: 4130 Gas Organization/Activity: 34130 Gas Construction Mission Element: 011 Gas Distribution System Project # (CIP Only): N/A Account: 520150 Meter/sery cnnct mat RECOMMENDATION: Staff recommends approval of this motion authorizing a two-year supply agreement with Wilnat Inc., dba Koons Gas Measurement for residential gas regulators as presented. LIST OF SUPPORTING DOCUMENTS: Supply Agreement Bid Tabulation Finance &Procurement Department RFB #5791 Sr. Buyer: Cynthia Perez Gas Regulators Bid Opening: May 14, 2024 KGM - Core & Main LP dba EGW- Tulsa, Oklahoma Carrollton, Texas ITEM Description Qty. Unit Unit Price Total Price Unit Price Total Price 1 Gas Regulators 7,000 EA as outlined in scope of work $ 37.50 $ 262,500.00 $ 80.00 $ 560,000.00 TOTAL $ 262,500.00 $ 560,000.00 bUs c.� G� A SUPPLY AGREEMENT NO. 5791 U Gas Regulators yCaeaoRp 1852 THIS Gas Regulators Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Wilnat, Inc. dba Koons Gas Measurement ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Gas Regulators in response to Request for Bid No. 5791 ("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 Gas Regulators 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 two years beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $262,500.00, 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 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: Maria Morales Department: Gas Operations Phone: (361 ) 885-6945 Email: MariaM@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 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 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: Maria Morales Title: Contracts/Funds Administrator Address: 4225 South Port Avenue, Corpus Christi, Texas 78415 Phone: (361 ) 885-6945 Fax: (361 ) 853-3200 IF TO CONTRACTOR: Wilnat, Inc. dba Koons Gas Measurement Attn: Nathan Harris Title: Regional Sales Manager Address: 10934, E. 55th Place, Tulsa, Oklahoma 74146 Phone: (918) 794-5575 Fax: (918) 794-5575 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 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 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 CONTRACTOR Signature: NGt�GlGt1� aY/'lf Printed Name: Nathan Harris Title. Regional Sales Manager Date: 05/31/2024 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 1 : RFB No. 5791 Exhibit 2: Contractor's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 29, 2021 Attachment A - Scope of Work 1.1 General Reg uirements/Background Information A. The Contractor shall provide residential gas regulators for Gas Operations as outlined in this Scope of Work. The Natural Gas regulators are used to reduce and control the gas flow through the pipeline ensuring that the gas pressure is maintained at a safe and consistent level for appliances such as stoves, hot water heaters, and furnaces. B. The quantities are an estimated quantity and will be purchased on an as needed basis. C. See attached Exhibit 1 showing a photo of the required gas regulator. 1.2 Scope of Work The gas regulators shall comply with the following specifications. a. Residential service regulators (with irv) b. 1 " x 1 " NPT body c. 6" diaphragm with a '/4" Orifice d. Inlet pressure of 10-35 PSIG e. Spring capacity of 680 SCFH f. Outlet pressure of 7" W.C. g. Valve seat material Buna-N h. Mounting position: when facing spring on a vertical diaphragm case vent down and the body to the right with the vent down. 1.3 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to ensure it complies with the contract requirements. Revised 1 1.30.20 Exhibit 1 f s �1 Revised 11.30.20 Attachment B - Bid/Pricing Schedule �ogyusc�� CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT BID FORM N�OpP9PPS E� 1852 RFB No.5791 Gas Regulators Date: 5/13/2024 PAGE 1 OF 1 Authorized Bidder: KGM 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 Qty. Unit Unit Price Total Price 1. Gas Regulators 7,000 Each $ $ as outlined in scope of work 37.50 262,500.00 Total $ 'FREE FREIGHT ALLOWED' 262,500.00 **Immediate Delivery** Attachment C - Insurance Requirements A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability Including: $1 ,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Revised 1 1.30.20 Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to Revised 1 1.30.20 remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2023 Insurance Requirements Ins. Req. Exhibit 4-D Contracts for General Services - Services Performed Offsite 01/01 /2023 Risk Management - Legal Dept. Revised 1 1.30.20 Attachment D: Warranty Requirements A. The Contractor shall warrant Gas regulators against defects arising from faulty material, faulty workmanship for a period of 12 months or manufacturer warranty following the acceptance of the goods. B. Within warranty period, the Contractor shall repair or replaced without any cost to the City of Corpus Christi and the Contractor must cover all shipping costs. Page 1 of 1 so O� N NCVRPOP 1E AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 25, 2024 DATE: May 31, 2024 TO: Peter Zanoni, City Manager FROM: Peter Collins, Director of Information Technology PeterCa-cctexas.com (361) 826-3735 Josh Chronley, Assistant Director Procurement & Finance Josh C2(a-)cctexas.com (361) 826-3169 Agenda Management Software — Granicus CAPTION: Motion authorizing execution of a one-year co-op agreement, with two one-year options and an auto-renew provision, with Carahsoft Technology Corporation, of Reston, Virginia, through the Texas Department of Information Resources, for $100,429.83 and a potential amount up to $335,532.26 if options are exercised, for Granicus agenda management software and support, with FY 2024 funding of $100,429.83 from the General Fund. SUMMARY: This agenda item is to execute a co-op agreement with Carahsoft Technology Corporation for the Granicus agenda management software, Legistar, and future upgrade to a new agenda management software known as OneMeeting, which provides agenda automation, approval tracking, integration with the City's website, live streaming video and video playback, and electronic voting. BACKGROUND AND FINDINGS: In 2006, the City of Corpus Christi contracted with Granicus to provide live video streaming and on-demand replay of City Council meetings. In 2012, services, including the Granicus Agenda Management system, were added to streamline and automate the agenda approval process and publish the agenda on the City's website. In addition, the Legislate app provides electronic access to the agenda and supporting documents for Council members and management staff from an iPad, tablet, or laptop. Also included is the Meeting Efficiency Suite that enables City Secretary's office to timestamp agenda items for playback and complete the meeting minutes to be approved by council and made available to the public on the City's website. In 2015, the Boards and Commissions management module was added, consolidating and streamlining the City Secretary's management of vacancies and appointments to the City's numerous boards and commissions into one web-based system and enabling citizens to submit applications online directly into the module. In 2021 , the City re-procured a three-year agreement for Granicus Agenda Management Software through Carahsoft Technology Corporation's agreement with the Texas Department of Information Resources. This agreement expires in 2024. During the pursuit of the contract renewal, staff was notified that Granicus has stopped all future development and updates to the Legistar software currently being used and will only be developing their new agenda management software, OneMeeting. Granicus first released OneMeeting in 2018 and has continued to develop the program since then. Many municipalities across the nation have already made the transition to the new software. Texas local government entities that have transitioned include El Paso County, the City of San Antonio, and the City of Midland. The software design aims to seamlessly connect the agenda-building, meeting, and post-meeting processes into one user-friendly program. OneMeeting is a web-based program that promotes efficiency in creating and reviewing agenda items using Office365 integration. This will allow staff and Councilmembers to edit and review items as needed from any device with internet access. Aside from easier access, additional key features are listed below: • Automated translation of Agenda and Agenda materials • Ability to designate items on the agenda available for public comment sign-up • Integrated Public Comment sign-up and Agenda display for Councilmembers • Simplified Minute creation • Keyword search on the City website suite • Eliminate the need for additional devices to allow Councilmembers to view the iLegislate application during Council meetings If approved, the transition will take approximately 38 weeks to complete. During this period, the Legistar application will still be used for all agenda management needs at the stated contract price of $100,429.83. Once the transition is completed in FY 2025, staff will pay $124,958.06 for the training and upgrades received and $110,102.20 in FY 2026. PROCUREMENT DETAIL: This procurement is through the Texas Department of Information Resources. Contracts awarded through the DIR Cooperative have been competitively procured in compliance with the Texas Local and State procurement requirements. Texas Department of Information Resources is offering the City an additional 36% discount, resulting in annual savings of $215,401 off the contract. In a review of these savings through the DIR Cooperative, it is the recommended method of purchase for the City. Coop Percentage Discount GSA 1.3% DIR 2% + 36% additional discount ALTERNATIVES: Move to multiple alternative vendors for an increased cost, including the conversion of archived video from 2006. FISCAL IMPACT: The fiscal impact for the General fund in FY 2024 is $100,429.83, with $50,214.92 coming from the City Manager's org and $50,214.91 from Communications. The price will increase to $124,958.06 in FY 25 and $110,102.20 in FY 26, to be budgeted during future budget processes. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 10100 City Manager Department: 55 Project # (CIP Only): Account: 540037 E-Gov Applications Cost: $50,214.92 Fund: 1020 General Fund Organization/Activity: 11475 Call Center Department: 30 Support Software Applications Project # (CIP Only): Account: 540037 E-Gov Applications Cost: $50,214.91 RECOMMENDATION: Staff recommends approval of this motion authorizing a one-year co-op agreement with two one- year options for Granicus agenda management software with Carahsoft Technology Corporation, as presented. LIST OF SUPPORTING DOCUMENTS: Co-op Agreement Price Sheet Presentation City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Agenda Management Software D I R-TSO-4288 Carahsoft Technology Corporation Reston, VA Item Description Cost Total 1 Year 1 - Renewal Subscription Fees $100,429.83 $100,429.83 Total $100,429.83 2 Option Year 2 - Renewal Subscription $1 10,472.82 $1 10,472.82 Fee Option Year 3 - Renewal Subscription 3 $121,520.11 $121,520.11 Fee Total if all Options are Exercised $332,422.76 Upgrade 1 One time Fee $14,855.86 $14,855.86 2 New Subscription Fee $88,1 17.16 $88,1 17.16 3 Existing Subscription $21 ,985.04 $21 ,985.04 4 IShipping $241 .76 $241 .76 Upgrade Fee $125,199.82 bUs c.,� PH o A CO-OPERATIVE PURCHASE AGREEMENT NO. 5709 U 1 Agenda Management Software 'y�kPORp�E� 1852 THIS Agenda Management Software Co-operative Purchase Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Carahsoft Technology Corporation ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Co-operative Agreement. Contractor shall provide Agenda Management Software in accordance with its agreement DIR-TSO-4288 (the "Cooperative Agreement"), which is incorporated by reference into this Agreement as if fully set out here in its entirety. In the event of a conflict between this Agreement and the Co-operative Agreement, this terms and conditions of this Agreement shall govern to the extent allowed by the Cooperative Agreement. 2. Scope. Contractor's shall ensure that its Agenda Management Software conforms to the requirements in the attached Statement of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 3. Term. (A) The term of this Agreement is one year beginning on May 1 , 2024, and continuing through April 30, 2025. (B) The parties may mutually agree to renew this Agreement for up to two additional one-year periods (each, an "Option Period"), provided: (i) the Cooperative Agreement either continues in full force and effect or, alternately, has been replaced by a successor co-op agreement with Contractor providing the same software and such replacement co-op agreement is valid on the beginning date of each Option Period, (ii) the same software product continues in active use by the City and has not been replaced by a different product; (iii) the pricing for each Option Period conforms to the language in section 4 below; and (iv) sufficient current funding has been appropriated by the City to provide for the continuation of this Agreement. Furthermore, following the conclusion of the second one-year Option Period, the parties may agree to auto-renew this Agreement for continuing one-year periods so long as the conditions required above in subparts (i) - (iv) are met and neither party has terminated this Agreement. For the avoidance of doubt, because the parties contemplate undertaking a software upgrade to OneMeeting prior to the end of the initial term year, the reference in subpart (ii), above, to "same software" pertains to either the current version of the software in use as of the date of execution of this Agreement or to the upgraded version, as may be applicable. Co-operative Purchase Agreement - Cara hsoft/Granicus Software Page 1 of 3 (C) 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 appropriation 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 to fund this Agreement. The City does not represent that a budget item providing for this Agreement will be adopted, as said determination is within the City Council's sole discretion when adopting each annual budget. 4. Compensation and Payment. This Agreement is for $100,429.83, subject to execution of one or more written amendments executed by the parties. All pricing for the initial term must be in accordance with the attached Pricing Quotation, 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. The pricing for each Option Period must conform to the amounts shown in Attachment B, or the amounts stated in an eligible renewal of DIR-TSO-4288, or the amounts stated in a successor co-op agreement, whichever amount is lowest. Pricing for any continuing one-year auto-renewals of this Agreement must also be in accordance with the foregoing sentence and subject to sufficient appropriation of the necessary amount. Invoices must be mailed to the following address: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, TX 78469-9277 5. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Information Technology Department Attn: Holly Houghton, Deputy Director of Information Technology 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361 .826.3753 Fax: 361 .826.4342 IF TO CONTRACTOR: Carahsoft Technology Corporation Attn: Danielle Edwards, Account Manager 11493 Sunset Hills Road., Suite 100, Reston, VA 20190 Phone: 703.871 .8500 Fax: 703.871 .8505 Co-operative Purchase Agreement - Cara hsoft/Granicus Software Page 2 of 3 6. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance — Procurement Date: APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Pricing Quotation Incorporated by Reference Only: Co-operative Agreement: DIR-TSO-4288 Co-operative Purchase Agreement - Cara hsoft/Granicus Software Page 3 of 3 OneMeeting DUNE 25, 2024 Background 2012 - City first begins working with Legistar Agenda Management software, provided by Granicus 2018—Granicus releases OneMeeting Agenda Management Software 2024 - Current agreement for Legistar software expires, prompting the need to renew or seek other options February 2024 - Granicus officially stopped further development/updates to Legistar system April 5, 2024 - Last major update to Legistar system released— updates are no longer available New Features of OneMeeting Web-based interface— mobile friendly Easily accessible from any device and any location. VPN no longer required. Enhanced Key-word search Eliminate the need for additional devices Integrated Public-Comment Sign Up from anywhere Council — Notes and comments no longer deleted when new agenda is published User management is centralized iLegislate no longer needed Annual Cost $100,472.82 — Current year renewal for Legistar $110,102.20 — Annual cost AFTER upgrade to OneMeeting $14,855.86 — one-time cost for set up and training Transition GoWeetings OneMeeting:Sample Software Implementation Timeline Timeline PHASE 1:PRE IMPLEMENTATIONPHASE 2:CONHGURATION&TESTING PHASE 3:TRAINING PHASE 4:GO-LIVE AND KICKOFF Weeks 13-21 Weeks 2430 Weeks 30-38 Week=°-12 Project will begin approximately 0 0 ® p Pre-ImplemeMalion Coll General Configorotion n 0 one month after Council approval. (Daring Salea Pr—.) Go-Live! Admin Training 5 i Expected transition to Eel Client Completes OneMeeting Templates Setup O n e M e et i n g will be complete in Ooestlonn.ire Clerk/Agenda Coordinator 1 Training Post Go live February 2025. Q C� i G-Mcus Leadership assigns Form&Workflow Setup QO the Granicos Project Team Staff&MemberTmming 1 Transition to Sopporl& Customer Success 849 &ickoHMeeting with Agency Testing&Adjustments Other Texas Cities who have made the move Many municipalities have begun making the move to OneMeeting. Other major Texas cities have already completed the transition, including: El Paso County, TX (OneMeeting Agenda, Meeting Management, Community Engagement, Member Voting, Boards & Commissions, Swag It) City of San Antonio (OneMeeting Agenda, Meeting Management, Community Engagement, Member Voting, Boards & Commissions, Swag It) City of Midland, TX (OneMeeting Agenda, Meeting Management, Community Engagement, Member Voting, Boards & Commissions, Swaglt) � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 25, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Robert Dodd, Director of Parks & Recreation RobertD4(o)cctexas.com (361) 826-3133 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a)cctexas.com (361) 826-3169 Palm Tree Trimming Services for Parks & Recreation CAPTION: Motion authorizing execution of a one-year service agreement, with two one-year options, with Rolland George Hyatt, Jr., dba Woodstock Tree Surgeons, of Corpus Christi, in an amount not to exceed $89,200.00, with a potential amount up to $267,600.00 if options are exercised, for palm tree trimming services for Parks & Recreation, with FY 2024 funding of $44,600.00. SUMMARY: This resolution authorizes a one-year service agreement, with two one-year options, for palm tree trimming services with Woodstock Tree Surgeons of Corpus Christi for annual maintenance of 3,185 City palm trees from March through September. The previous five-year contract was held with M & S Tree Service, LLC, and expired in March 2024. BACKGROUND AND FINDINGS: Parks & Recreation is requesting a one-year service agreement, with two one-year options, with Woodstock Tree Surgeons. The requested services will be used for annual maintenance to trim 3,185 palm trees at various locations throughout the city. Palm trees are a tourist staple and give Corpus Christi our beautiful views from Ocean Drive and Shoreline. As we work to ensure proper maintenance of these trees to maintain their optimal aesthetics, annual trimming of the palm trees is necessary with some high-profile areas needing to be trimmed twice a year. The current standards Parks & Recreation uses to trim palm trees is the ANSI A300 National standard guidelines for tree care operations. For standardization and structure, Parks & Recreation determined the best time to have palm trees serviced is between the months of March and September which was heavily based on the industry standard to allow some dead frons to remain intact during winter months to protect palm trees from the cold. The proposed contract will service 3000+ palm trees which includes first and second service counts. Some palm trees that are in less traffic and low visibility areas will be trimmed once a year, and palm trees that are in high visibility areas will be trimmed twice a year. The first count will include 1915 palm trees and will be trimmed during the first round of service from March through July, followed by 1270 palm trees (high-profile areas) during the second round of service from August through September. Each maintenance area will be split into 14 different groups and are depicted in the table below. Group Maintenance Area Service Date 1st Count 2"d Count 1 Billish, Douden, Ulberg, Aquarius, Commodore, May-Jun 138 Packery Channel, Windward Parking Lot Ocean Drive (Kinney St. - Louisiana Ave.), Mar-Apr 2 Shoreline (1-37 to Lomax St.), Cole Park, Oleander Aug-Sept 355 355 Point 3 Poenish, Ropes, Palmetto, Swantner, Doddridge, Mar-Apr 90 90 Retama Library, City Hall, South Shore Place Aug-Sept CC Museum, Harbor Playhouse, Asian Art Mar-Apr 4 Center/Visitor Center, Art Museum, Water Garden, Aug-Sept 312 312 Bay Front Fountain Park 5 Sister City, Lot 10, Lot 5, Lot 6 Mar-Apr 141 141 Aug-Sept Lawrence T-Head, People T-Head, Upper 6 Broadway, Cooper's Alley, Artesian Park Mar-Apr 167 Emerald Beach, Sherrill, Old City Hall, McCaughan, Mar-Apr 7 Art Center Aug-Sept 331 331 Burleson Parking Lot, Central Restrooms, Dolphin Apr-May 8 Park, Kiwanis Park, Lexington Parking Lot, 41 41 Surfside Park Aug-Sept Downtown Area - Block 11, Block 12, Block 15, Block 16, Block 17, Block 18, Block 19, Block 20, Block 22, Block 23, Block 24, Block 25, Block 26, 9 Block 27, Block 28, Block 29, Block 31, Block 32, May-Jun 139 Block 33, Block 34, Block 36, Block 37, Block 38, Block 40, Block 42, Block 43, Block 46, Block 47, Block 48, Block 49 West Guth, Tom Graham, Chiquito, Dr. H. J. 10 Williams, Park & Rec Annex, Oveal Williams Sr., Jun-July 29 South Bluff 11 Louisiana Parkway, Lindale, Collier, San Diego, Jun-July 50 Health Complex, John Jones, Moody 12 Garden Sr. Center, Cullen, South Pope, Neyland Jun-July 41 Library, Malibu, Stonegate, St. Andrews South Bay, Paul Jones Sports Complex, South 13 Seas, Waldron, Parker, Breckenridge, Cimarron, Jun-July 54 Crossgate, Bill Witt 14 HEB Tennis Center Jun-July 27 TOTAL 1915 1270 PROCUREMENT DETAIL: Finance & Procurement conducted a competitive Request for Bid for palm tree trimming services. The City received three bids. Staff are recommending the award to the lowest responsive, responsible bidder, Woodstock Tree Surgeons of Corpus Christi. Woodstock Tree Surgeons has previously completed similar projects for the City, and Parks & Recreation is confident they will successfully fulfill the requirements of the scope of work. ALTERNATIVES: An alternative would be to deny the proposed agreement. However, these services are unable to be provided in-house. This situation would require the City's Procurement Division to conduct another competitive Request for Bid to obtain new bids for the proposed long-term contract. FISCAL IMPACT: Expenditures in the amount of $44,600 with FY 2024 funding and the remainder of $44,600 with FY2025 funding. FUNDING DETAIL: Fund: 1020 Organization/Activity: 12910 Department: 27 Project # (CIP Only): N/A Account: 530225 RECOMMENDATION: Staff recommend approval of this motion authorizing the execution of a one-year service agreement, with two one-year options as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tab Presentation RFB 5678- Palm Tree Trimming Services Senior Buyer:Tracy Garza Bid Open Date:March 26,2024 Woodstock Tree M&S Tree Service A Cut Above the Rest Sur eons Corpus Christi,TX Portland,TX Corpus Christi,TX ITEM DESCRIPTION QTY TOTAL PRICE PER GROUP TOTAL PRICE PER GROUP TOTAL PRICE PER GROUP 1 Palm Tree Trimming Group 1 138 $ 4,140.00 $ 5,658.00 $ 6,210.00 2 Palm Tree Trimming Group 2 355 $ 19,525.00 $ 29,1 10.00 $ 31,950.00 3 Palme Tree Trimming Group 3 90 $ 4,950.00 $ 7,380.00 $ 8,100.00 4 Palm Tree Trimming Group 4 312 $ 17,160.00 $ 25,584.00 $ 28,080.00 5 Palm Tree Trimming Group 5 141 $ 7,755.00 $ 1 1,562.00 $ 12,690.00 6 Palm Tree Trimming Group 6 167 $ 5,010.00 $ 6,847.00 $ 7,515.00 7 Palm Tree Trimming Group 7 331 $ 18,205.00 $ 27,142.00 $ 29,790.00 8 Palm Tree Trimming Group 8 41 $ 2,255.00 $ 3,362.00 $ 3,690.00 9 Palm Tree Trimming Group 9 139 $ 4,170.00 $ 5,699.00 $ 6,255.00 10 Palm Tree Trimming Group 10 29 $ 870.00 $ 1,189.00 $ 1,305.00 1 1 Palm Tree Trimming Group 1 1 50 $ 1,500.00 $ 2,050.00 $ 2,250.00 12 Palm Tree Trimming Group 12 41 $ 1,230.00 $ 1,681.00 $ 1,845.00 13 Palm Tree Trimming Group 13 54 $ 1,620.00 $ 2,214.00 $ 2,430.00 14 Palm Tree Trimming Group 14 27 $ 810.00 $ 1,107.00 $ 1,215.00 GRAND TOTALS $ 89,200.00 1$ 130,585.00 1$ 143,325.00 DocuSign Envelope ID:7DD4801 B-A61D249D4-9640-57175286C422 bUS C. 00 � 0 > SERVICE AGREEMENT NO. 5678 U Palm Tree Trimming Services NO RPON Af� 1852 THIS Palm Tree Trimming Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Rolland George Hyatt, Jr. dba Woodstock Tree Surgeons ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Palm Tree Trimming Services in response to Request for Bid/Proposal No. 5678 ("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 Palm Tree Trimming Services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. (A) The term of this Agreement is one year beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Periods)"), 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, whichever is applicable, 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 term for up to a maximum of six months with compensation at 1 /12th of the amount shown in Attachment B. The Contractor may opt out of this continuing month-to- month term period by providing notice to the City not less than 30 days in advance of the expiration of the term or final Option Period, as applicable. During the month-to-month term period, 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 $89,200.00, subject to approved extensions and changes. Payment will be made for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance Service Agreement- RGHyatt, Jr., dba Woodstock Tree Surgeons Page 1 of 7 DocuSign Envelope ID:7DD4801 B-A61D249D4-9640-57175286C422 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. 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, TX 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: Liza Nino-Elizalde Parks & Recreation Dept. 361-826-3026 LizaN@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The Service Agreement- RGHyatt, Jr., dba Woodstock Tree Surgeons Page 2 of 7 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City 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. Service Agreement- RGHyatt, Jr., dba Woodstock Tree Surgeons Page 3 of 7 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 11. Independent Contractor; Release. (A) 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. (B) As an independent contractor, the Contractor acknowledges and understands that no workers' compensation insurance shall be obtained by the City covering the Contractor and, further, that he/she is not entitled to participate in any of the City's employee benefit programs nor is his/her spouse and any dependents entitled to participate. (C) In lieu of the Contractor having workers' compensation coverage for themselves as a sole proprietor/individual person performing the Services for the City, the Contractor agrees to voluntarily execute the "Release of Liability and Covenant Not to Sue" document, a copy of which is attached to this Agreement as Attachment C-1 and the contents of which, as a completed instrument, are incorporated by reference into this Agreement as if fully set out here in its entirety. 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 Parks & Recreation Dept. Attn: Liza Nino-Elizalde, Contracts/Funds Administrator 400 Mann St., 2nd Floor, Suite 200, Corpus Christi, TX 78401 Phone: 361-826-3026 Service Agreement- RGHyatt, Jr., dba Woodstock Tree Surgeons Page 4 of 7 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 IF TO CONTRACTOR: Rolland George Hyatt, Jr., dba Woodstock Tree Surgeons Attn: Rolland George Hyatt, Jr. 2550 Rodd Field Rd., Corpus Christi, TX 78414 Phone: 361-992-4808 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, reasonable 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, 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 reasonable 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. Reserved; N/A. Service Agreement- RGHyatt, Jr., dba Woodstock Tree Surgeons Page 5 of 7 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 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 forum and venue for such disputes is the appropriate district or county court in Nueces County, Texas. 26. Public Information Act Requirements. Reserved; N/A. 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- RGHyatt, Jr., dba Woodstock Tree Surgeons Page 6 of 7 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 CONTRACTOR DocuSigned by: Signature: f_K6 "'�o-rser-ems• Printed Name: Rolland Hyatt Date: 5/24/2024 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director of Finance - Procurement Date: Approved as to form: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment C-1 : Release of Liability and Covenant Not to Sue Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB/RFP No. 5678 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement- RGHyatt, Jr., dba Woodstock Tree Surgeons Page 7 of 7 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 ATTACHMENT A: SCOPE OF WORK General Reg uirements/Background Information The Contractor shall provide Palm Tree Trimming as outlined in this Scope of Work and in accordance with ANSI A300. Scope of Work A. The Contractor shall trim all palm trees listed in Exhibit A. All groups in Cycle 1 require one trimming per year and Cycle 2 refers to those groups requiring a second trimming per year. B. The Contractor shall maintain all trees in a healthy, vigorous growing condition, free from disease and large concentrations of pests. C. The Contractor shall discard all palm tree trimmings off-site using a legal method. D. The Contractor shall sterilize the cutting blades on pruning shears, clippers, blades, saws, etc. after pruning each tree to minimize the possibility of spreading disease. When pruning trees known or suspected to be diseased, cutting blades shall be sterilized after each cut. Sterilize blades by dipping them in a solution of one part bleach and nine parts water or heavily spray them with a disinfectant spray, such as Lysol. After dipping or spraying, wait 20 seconds before using again. Work Site and Conditions A. The work shall be performed at locations throughout the City as defined by group and months. See Exhibit A for groups and locations. B. Contractor shall supply the City with a work schedule to indicate the normal starting and completion times for its operations. The Contractor shall prune trees only in appropriate months and in accordance with ANSI A300. Changes to such work schedules must be approved by the City. C. The City has the right to modify service months for each group as deemed necessary. D. Work Hours: The Contractor will confine all operations to daylight hours, Monday through Friday, unless one of the days is a City designated holiday. Saturday and Sunday trimming will require approval from the Contractor Administrator to ensure there is no interference with activities, rentals, or special events. E. Non-Work Hours: The Contractor may not store any equipment or tools on any site. After completion of work at any site, the Contractor must remove all equipment, supplies, and materials from that site. F. For Ozone Warning Days the following restrictions apply: Revised 1 1.30.20 Page 1 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 a. No use of chainsaws, pole saws, motor scooters, and other small engines will be allowed. b. Diesel powered trimming equipment will be allowed to operate on the second day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used and the Contractor has made contact with the Contract Administrator, or designee and received permission to proceed with work order. c. Equipment using reformulated gas will be allowed to operate on the third day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used and the Contractor has made contact with the Contract Administrator, or designee and received permission to proceed with work order. Traffic Control The Contractor shall follow all traffic regulations in accordance with the current version of the Texas Manual on Uniform Traffic Control Devices. Signs, sign stands, safety flags, and all other safety materials, devices and safety vests are required to protect the tree trimmers and the traveling public. Equipment A. All tree maintenance equipment must have safety devices which conform to manufacturer's standards and all applicable OSHA regulations to prevent damage to property. All equipment shall be kept in good operating condition and shall be maintained to provide a clean sharp cut of vegetation at all times. All equipment shall be approved by the Contract Administrator. B. Should the Contractor's equipment require service while at any location, the Contractor must notify the Contract Administrator or designee. The Contractor shall not permit any oil, grease, or lubricants to spill onto or to contaminate the soil. The Contractor shall be responsible for any clean up and disposal of contaminated soil in accordance with all Applicable City, State, and Federal Regulations. Hauling and Disposing The Contractor shall cover their trail and all debris while transporting to dispose. All material shall be disposed of properly at the Contractor's expense. Safety Requirements A. Public Safety and Convenience: The safety of the public and the convenience of traffic shall be regarded as prime importance. All portions of streets shall be kept open to traffic. The Contractor shall coordinate all Work with the Contract Administrator and shall place warning signs in accordance with the current version of the Texas Manual on Uniform Traffic Control Devices. Signs, sign stands, safety flags, and all other safety materials or devices as well as safety vests will be required to protect the Revised 1 1.30.20 Page 2 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 trimmers and the traveling public and will be furnished by the Contractor. The Contractor will be responsible for the maintenance or replacement of these items as necessary. If at any time work is in progress, the traffic control devices do not accomplish the intended purpose due to weather or other conditions affecting the safe handling of traffic, the Contractor shall immediately make necessary changes there to correct the unsatisfactory conditions. These provisions for directing traffic will not be paid for directly but shall be subsidiary to the various bid items of this contract. B. The awarded Contractor and all related employees shall attend an orientation prior to beginning services at the following address: 5352 Ayer St. Bldg. 4 Corpus Christi, Texas 78415 Security and Protection of Property A. Security Requirements: a.The Contractor shall maintain and abide by the security measures at all locations including locking gates when leaving the sites. b.The Contractor shall not enter the buildings at any location for any reason without receiving prior approval from the Contract Administrator. B. Protection of Property: a.The Contractor shall take proper measures to protect all property which might be damaged by Contractor's work hereunder, and in case of any damage resulting from any act or omission on the part of or on behalf of the Contractor, shall restore at their own expense the damaged property to a condition similar or equal to that existing before such damage was done, or they shall make good such damage in all acceptable manner. b.All damages which are not repaired or compensated for by the Contractor will be repaired or compensated for by the City forces at the Contractor's expense. All expenses charged by the City for repair work or compensation shall be deducted from any monies owed to the Contractor. Notifications and Inspections A.Each Monday morning prior to 8:00am, the Contractor shall email the assigned Contract Administrator the work location list and schedule for the week. No work shall be done without proper, prior notification. B. When a location is completed, the Contractor shall email the assigned City Inspector. The Inspector shall inspect the site and either approve the work or advise the Contractor of any discrepancies. The Contractor shall take proper action to correct any discrepancies within one working day. The Contract Administrator shall then make another inspection and if the Revised 1 1.30.20 Page 3 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 discrepancies have not been corrected, the Contractor will be notified, and a $25 re-inspection fee will be charged for a third inspection. At that time, the Contractor shall have one working day to complete the work. If the discrepancies still have not been corrected, the Contractor will be notified to correct the discrepancies and a $25 fee will be charged for each additional inspection necessary until discrepancies have been corrected. The City shall deduct the inspection fee from the payment to be made to the Contractor for that cycle of maintenance. C.The City shall have the right at all times to examine the supplies, materials, and equipment used by the Contractor, its agents, and employees. D.Work Crew Supervision: The Contractor shall provide qualified supervision of each crew at all times while working under this contract. Each supervisor shall be authorized by the Contractor to accept and act upon all directives issued by the City and Contract Administrator. Failure of the supervisor to act on said directives shall be sufficient cause to give notice that the Contractor is in default of the contract unless such directives create potential personal injury or safety hazards. E. A 15% fee will be due for work not conforming to ANSI Palm Tree Trimming standards in all areas. F. The Contractor shall replace any palm trees found to be dead due to improper trimming with plant material of identical species at the Contractor's expense. Replacement trees shall be equal in size to the originally installed tree at the time it was planted at the site. In no case shall replacement trees be less than #24 box size as defined by the American Nursery Association. G. Replacement trees shall be approved for size and appearance by the City prior to planting. Replacement trees shall be double staked with two inches (5 cm) diameter stakes unless otherwise approved by the City. Place six slow- release fertilizer tablets in backfill material, evenly spaced around root ball, but not touching the root ball. Remove tree stakes from trees when the trunks are larger than two inches (5 cm) caliper and the trees are able to support themselves. Remove stakes from site and dispose of by a legal method. Recycle used stakes if possible. H. In locations where irrigation is not installed tree bags will be used on newly planted trees for a time period of 2 years for establishment. Trees with smaller calipers will be hand water for a time period of 2 years for establishment. I. The Contractor shall be responsible for the replacement of any plantings that may be damaged due to improper performance of designated maintenance activities. In such a case, the Contract Administrator or designee shall specify when replacement is to be made. If the Contractor fails to replace the plantings according to instruction of the Contract Administrator, the Contractor agrees that the City may replace and reduce the Contractor payment by the amount of cost of replacement planting. Revised 1 1.30.20 Page 4 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. Revised 1 1.30.20 Page 5 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 EXHIBIT A Location and Palm Tree Count Palm Trees cut once per year-Cycle 1 Palm Trees cut twice per year- Cycle 2 Trimming to No. of Trimming to No. of Group and Location be completed Palms be completed Palms Group 1 - Serviced Once A Year A Billish Park May-Jun 72 B Doudon May-Jun 36 C Ulberg May-Jun 11 D Aquarius May-Jun 5 E Commodore May-Jun 9 F Packery Channel May-Jun 1 G Windward Parking Lot May-Jun 4 138 Group 2 -Serviced Twice A year 1st Round 2nd Round A Ocean Drive (Kinney St. -Louisiana Ave) Mar-Apr 120 Aug-Sept 120 B Shoreline (1-37-Lomax St.) Mar-Apr 91 Aug-Sept 91 C Cole Park Mar-Apr 95 Aug-Sept 95 D Oleander Point Mar-Apr 49 Aug-Sept 49 355 355 Group 3 -Serviced Twice A year 1st Round 2nd Round A Poenish Mar-Apr 11 Aug-Sept 11 B Ropes Mar-Apr 14 Aug-Sept 14 C Palmetto Mar-Apr 13 Aug-Sept 13 D Swantner Mar-Apr 18 Aug-Sept 18 E South Shore Place Mar-Apr 12 Aug-Sept 12 F Doddridge Mar-Apr 5 Aug-Sept 5 G Retama Library Mar-Apr 9 Aug-Sept 9 H City Hall Mar-Apr 8 Aug-Sept 8 90 90 Group 4 -Serviced Twice A year 1st Round 2nd Round A CC Museum Mar-Apr 28 Aug-Sept 28 B Harbor Playhouse Mar-Apr 22 Aug-Sept 22 C Asian Art Center/Visitor Center Mar-Apr 16 Aug-Sept 16 D Art Museum Mar-Apr 2 Aug-Sept 2 E Water Garden Mar-Apr 10 Aug-Sept 10 F Bay Front Fountain Park Mar-Apr 234 Aug-Sept 234 312 312 Revised 1 1.30.20 Page 6 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 5 -Serviced Twice A year 1st Round 2nd Round A Sister City Mar-Apr 122 Aug-Sept 122 B Lot 10 Mar-Apr 6 Aug-Sept 6 C Lot 5 Mar-Apr 13 Aug-Sept 13 141 141 Group 6 - Serviced Once A Year 1st Round A Lawrence T-Head Mar-Apr 38 B People T-Head Mar-Apr 66 C Upper Broadway Mar-Apr 48 D Cooper's Alley Mar-Apr 8 E Artesian Park Mar-Apr 7 167 Group 7 -Serviced Twice A year 1st Round 2nd Round A Emeral Beach Mar-Apr 1 Aug-Sept 1 B Sherill Mar-Apr 62 Aug-Sept 62 C Old City Hall Mar-Apr 110 Aug-Sept 110 D McCaughan Mar-Apr 154 Aug-Sept 154 E Art Center Mar-Apr 4 Aug-Sept 4 331 331 Group 8 North Beach- Serviced Twice A year 1st Round 2nd Round A Burleson Parking Lot April - May 3 Aug-Sept 3 B Central Restrooms April - May 4 Aug-Sept 4 C Dolphin Park April - May 1 Aug-Sept 1 D Kiwanis Park April - May 5 Aug-Sept 5 E Lexington Parking Lot April - May 14 Aug-Sept 14 F Timon Blvd Medians April - May 14 Aug-Sept 14 41 41 Group 9 - Serviced Once A Year 1st Round A Block 11 May-Jun 1 B Block 12 May-Jun 4 C Block 15 May-Jun 11 D Block 16 May-Jun 5 E Block 17 May-Jun 3 F Block 18 May-Jun 5 G Block 19 May-Jun 11 H Block 20 May-Jun 7 1 Block 22 May-Jun 10 J Block 23 May-Jun 8 K Block 24 May-Jun 8 L Block 25 May-Jun 3 M Block 26 May-Jun 9 Revised 1 1.30.20 Page 7 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 N Block 27 May-Jun 9 O Block 28 May-Jun 7 P Block 29 May-Jun 5 Q Block 31 May-Jun 1 R Block 32 May-Jun 1 S Block 33 May-Jun 1 T Block 34 May-Jun 1 U Block 36 May-Jun 1 V Block 37 May-Jun 3 W Block 38 May-Jun 1 X Block 42 May-Jun 3 Y Block 43 May-Jun 2 Z Block 46 May-Jun 7 Aa Block 47 May-Jun 8 Ab Block 48 May-Jun 2 Ac Block 49 May-Jun 2 139 Group 10-Serviced Once A Year 1st Round A West Guth Jun-July 1 B Tom Graham Jun-July 3 C Chiquito Jun-July 1 D Dr. H.J. Williams Jun-July 1 E Park& Rec Annex Jun-July 2 F Oveal Williams Sr. Jun-July 11 G South Bluff Jun-July 10 29 Group 11-Serviced Once A Year 1st Round A Louisiana Parkway Jun-July 3 B Lindale Jun-July 12 C Collier Jun-July 4 D San Diego Jun-July 4 E Health Complex Jun-July 17 F John Jones Jun-July 4 G Moody Jun-July 6 50 Group 12-Serviced Once A Year 1st Round A Garden Sr. Center Jun-July 2 B Cullen Jun-July 3 C South Pope Jun-July 4 D Neyland Library Jun-July 9 E Malibu Jun-July 5 F Stonegate Jun-July 5 Revised 11.30.20 Page 8 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 G St.Andrews Jun-July 13 41 Group 13-Serviced Once A Year 1st Round A South Bay Jun-July 12 B Paul Jones Sports Complex Jun-July 7 C South Seas Jun-July 6 D Waldron Jun-July 7 E Parker Jun-July 5 F Breckenridge Jun-July 4 G Cimarron Jun-July 7 H Crossgate Jun-July 3 I Bill Witt Jun-July 3 54 Group 14-Serviced Once A Year 1st Round A HEB Tennis Center Jun-July 27 Total 1st Round 1915 Total 2nd Round 1270 Total Serviced for the year 3185 Revised 11.30.20 Page 9 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Palm Tree Services Maps Group 1 A-Billish Park f } i - y Group 1 B-Douclon Park 1. Ap a. 0- Revised 1 1.30.20 Page 10 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 1 C-Ulberg Park - i. F 40 {F, ? ` LAA1,Pktsw - a t i Y. '...._.. :. - Z. _. I- Group 1 D-Aquarius Park - ~ * ( r. J 9 4 r Revised 1 1.30.20 Page 1 1 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 1 E-Commodore Park x,ru,;�, 651. r" Group 1 F-Packery Channel Revised 1 1.30.20 Page 12 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 1 G-Windward Parking Lot a � Eli .. y� P f 6 F � t �F Revised 11.30.20 Page 13 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 2A-Ocean Drive (Kinney St. - Louisiana Ave.) Search Google Maps Restaurants N Hotels 2 Things to do Q Museums Transit ]1 Pharmacies °^ATMs 1 ff •�- 4 IV t %SU ago IL 1 MGoogle .� r` ' . 0 Revised 1 1.30.20 Page 14 of 62 oce r- Lowbi.aroedH a n �+� ^` rzrza�ntlP st' N. mere I," -'NMesn�e5� � � Rilroa N Cha a `l�■ ". f s.W„w� �r' LD�'�'aun aun. u�P�15t 1[ Sirn a Y r - �. sChn ' M mIIC'ark. MSh 7•corpus Ch�.is1 liday�`-Inn(3 � -eL�`81y� nsli 4owntow �5ra+e�ine6 • y Jane''s!L Head ' I: `Seafood House � 1 �� � s dmy 711 F i � PeePre%., j/ 3D / Q Google MEN 3LaW � d --3rd sr .nl pp IL t } `. 8 : III 'd✓"I Air Sp. Av to uC C.iu�Wi �.. fk ti -- e .. i rlar G]Ie H3 -1E 9I r, _ i � � may- _ -.,__•�_ ��```-� { { 1 _ Google- # ■■M j - o�ei,n F � S _ oe c•a�� - f � 1� I � x, -- j A r sl ' Ak Av MEN r, �M- ,♦��. iY. . Ocean Dr r •,a ' ----'-L7cean:0( - — _ •cean�r a ^.y' 1 r, ��!' WTI• + .psis rt i ',. ss"-y v;•�<. ". 4 R�p s-Park• . i � �`Y�,�� g�' A,-.—Ui.ivr 10 f E' * ' + �Ne �"" � ;'•' .. - ' yr` � N - oer.e,awe - s�`• oe��nvp'r"` _ Google a if Expand side pond ... -' i 1 f i Paline"Ap r_k ,� w'v++.` ssca•� �1 r ir p -- _ �Oaean.gr Ocean,or�_, Ocean Dr '`� j 0 Located o the uos , � - �y' y Y 1 •— y • 1 _ 9l i I Google �j �. ■ �y r .4k .r. r — — Oce _ ocean or a ea9 Or _ a " � re gio s0cean'D'e - - 4•.. r ' k3 .ape nnn or •� 7r ��_ - - � R � OL �. r ';no ; W. r Cap•An D Cape Ann Dr -a e n Cape rAnn Dr Cape Ann Dr Gape Ann Dr •Cape V. 0 0 � f � :• � Y 11 f � 9. 80 5100 1 C N a N eanbr - ocean Dr - Cc can DP - + Y Ocean.Dr - -- o-ceanlC.rn -= - -- MbGi •�tt3p MemY hwl sleuis[rstl lra ORiq II.S Su d•a cMY3. SOM1 1 LlatldridgP ,,��g�••�• - P„rM ^�[ •c S .4y y , {rave ., �l y�y f 3DJ r as,S1 Y r M r Aha rl c `ia4{ alo Shm - -_.• '+ Owl + .lye I' L.abolt, ra R]ln� 3 AL f Lg 30 a St kq DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 3H-City Hall c 'Ell Olt.'" �s r .. L, A` l p a Group 4A-Corpus Christi Museum ,`tJ I • r� x + y e,IG•I�x� .4.: s, Ir Revised 11.30.20 Page 20 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 413-Harbor Playhouse fAir— Iwo a o .,�. &�Woow `Chu ! _ i AMP OP a -k, Group 4C-Asian Art Center/Visitor Center op r _ 40 Mre,• o. L `w . p a � Revised 1 1.30.20 Page 21 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 4D-Art Museum a� j Group 4E-Water Garden F 1f p / f ;, re r y y % 0 Qf Revised 1 1.30.20 Page 22 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 4F-Bayfront Fountain Park 1�77.pm L9 ............. OIL k• 'w ` e r •-W .0 .3 r "'AAYAK o� Group 5A-Sister City IJ lot i - a Yi r5 � y, �,�,•�i ��Vi, Revised 1 1.30.20 Page 23 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 5B-Lot 10 ri �t lift —M. —.NCh�parra'St - - - - - - - - -NchVIrVOI!Si'—N-ChaparraI-St- i - - X Group 5C-Lot 5 S Oft r ter• � � a I f7r x IIIIUI� Revised 1 1.30.20 Page 24 of 62 Fun Time Ski yenta se rr Lag 15 T,�FPL�S Ohriisjr M�"-I qti 3D Day YaO-Clul Google MEN pf - G 7 jr W— H, A—ricar Bank 4P 3D Joe's Crab Shack �# Now y 9 1>. • r � ��ncananS+.Sv e oe �! NTanGall a51 N'TanCaFlaa Sl Si �� S Pa.,c h St a Via- M (4ggNrei reef a ,A,,zsr oo Sa15 he,I� 5 Sara ay rar.can Sr N �ahua Sx i 1-�� z#� R YM�CAfli j{ -ABrf I Cazslal bend f w l€?Iza. Ai.. r. ,. y N,1.les F Mes t Mlelepa 5<- ' - I r�it uc Y rk 6a� U BrE` N chaos a�S Nrnresqune Sr N�9 �� z r w,.,�,� oa::E:a�civ cl b•IT_/ � ,••""`.� � rsr I d awing S5 y SSho !r � � tDakYo°jpa r �+�'�. 6 r nn•sng 7 f _ r h Ch p I�St y • Wal'r 1 I J�t 6 F -_� .r. 'N Shureh Besi We fern wmer.5r� nl, ��° r' s I ay lnn Cnrarpus�om 6•rpus Chest _ r H{ t�,ak� � � • Nsnorei�neeeua j� �■ N s a,el ens iS afood Pous� C � F iLy 1 ■ . a'ndry Seafo'S`QHo�rs&Y �� Pn.�i�l, i na� J Goggle � � ■■■ =,gym ... 0{ - a�AA�� - A u sireaniMarlhe Beer repaiPsn^k I', I I I �xA r +r , 1 f I� Isla der Sal6ra fMu6 I Tot. N, _ Q U • 1 EMIR DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 6E-Artesian Park I*W WIA i ice.'-_r3iiia - I�' �- +-- _ r`twa. o T -F�77 li ''ti •Q r � �,.�u - �. "�£ J77 dOw Group 7A-Emerald Beach „_ 0. Q }�Restaurants Hotels O Thingstodo Q Museums 0 Transit G]Pharmacies "•ATMs ' i T T _ T � i .:. Revised 1 1.30.20 Page 27 of 62 • • i Park - _ S.or lin Blvd _ 4 r lin Bay B i + . - ,+rye Stain{Waterfa h•y...' _ v,•i4". __ DI"vis on Station B k.r e � o h III Park.,.i � _„ra, - - SShoreline Blvd _ - Q• 4 I _ Govgle o-. � ■■■ • • • • City Hall R •�1 7�rlrlotC p Chrls n I ., -�.�ri.. - ".� " �X._sJ��.�r�` _. _ - _ _.._" .•SShorelme Blvd I a rx I - $$Anrehne$IV G 3D �I r Gvogle -��# ■■!� Revised 11.30.20 •••' 28 of 62 Ao t ..f L -S .r^7•r fy�CShot .S �w Hilliard Martinez 1 •� 'x Gonzales LLP .+ - I Budget I rta tl Su tes s yei'6e _ / _ ��-Corpus,Chnstl,Fexas x"iW � Sshot s v o[etllie•atvtl: �- �1 r . Wa[eis Edge Park " orp s.Par i, it C _ ts S 'v hdl Bhayai Day Falk 9D' Goggle � ■■■VOMI S ■ s w Fes. i. i f1 �`^ _7MTTT.T NShorefine N Shrair 61vd � _ MCI v da 1 ' i IN l_ o- a- - — Nslwreline @Ivd � , SShareline Bivd NShareline Blvd - N Shnrelin Blvd 3D U `I I Goggle { ■■■ DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 8A-Burleson Parking Lot i M y i .. Q � O _ r O Eldw Group 8B-Central Restrooms + Nrrri .ryrw.+rr -L-L�1 Revised 1 1.30.20 Page 30 of 62 Expand side panel _ - o E. 4702 1• •' p rx 21 a f. e R l r ti �i rHq � 4 , '' •Y — Pi eF Seagull'Blvd Seagull Blvd 6•anp9 91vd seagull BI. Ki. - Pyaa��rk b tuR 4 1 � 1 a '• '— -i.. .. Trrrwn Bk�d - TimonBlvd ,■ Google' + DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 8E-Lexington Parking Lot � � �� _. .r •. t - I-- S '� ( �. ,+ PPP I � �„ �IIIU l�_ �-,� i _,•- ���r }_� f�X .., r:r1 a�re�i=''9= .�Oh`�►�'��t '3#"��; 1 W.-!tit Group 8F-Surfside Park 3 f' f_ .E Revised 1 1.30.20 Page 32 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 9A-Block 11 a �x_ o 0 o o V4 A Group 9B-Block 12 l� � ! i I I � l Rf R TT 4L 1r.. FRIA ti � o v r�� o Revised 11.30.20 Page 33 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 9C-Block 15 ohs r � 1, •�o �y� � K � �� 1 �` � I Group 9D-Block 16 ' o T- Q �( c. hgnr � ��Sp --_ _ •'��, Cw!ulYC.:.Vd:llllQ CtillW © o_ o E3 '•" ` LA Revised 11.30.20 Page 34 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 9E-Block 17 WWJO Q c�im Ei z• D�+ a r — a 1 ammmmma , .s-} •F -ems* - yrr..:, �rrst�q TIN lit LS - - Q r Group 9F-Block 18 ? iI Revised 1 1.30.20 Page 35 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 9G-Block 19 e r r _ - � r' N .'sL MMO w. $ e Us Group 9H-Block 20 lei ir Q QWilliam StGoogle . o Q Revised 11.30.20 Page 36 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 91-Block 22 • �a �� tea° '�,e! , .�: v E - NEW, t Y'• 7� Group 9J-Block 23 rF MU rCF Amt. Y Revised 1 1.30.20 Page 37 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 9K-Block 24 y� kl' me � � _ •...�' � Mir, Irv- Ib tz ,a o it �•� w + • IIyy Group 9L-Block 25 f f f Ar x Y 1 � -It Revised 11.30.20 Page 38 of 62 t � Schat:ell`st Schet2ell St y - Schatzelf 5hit IFOg zr . soh • ?ell .«..tl 'f \ 'r, �. 11[4] �q :� -. Subway / z + if, f _ mo y osea "`_ - +� Google } ■■■ rmI - i• - 1. *Peoples St Peoples St T-Head � 51 Infinite » ATM tevasGh�S I 1 S?�407 a ar�i�osea `- � •• x�� :�"� First Cummunt m r •4! °-BankBuiog, t•r y L w Slate " _ Tekealn• U "1°- c Z Sch -,lta,�•f� �'�� _ - Schatzell SY 3D �+ _� . � ai � Te' PAY y z ,y<+-f• ! ,.. ONE •�2— • • • DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 90-Block 28 • _ � •� -� ,ems• *' i r � . lk� i Al ,44 pw r Group 9P-Block 29 T _ 40 __- . n a a�- ion F3 r`Y wt r r � � ;err, �e a'�• �, ''�'" �� �� �4 ,�., Revised 1 1.30.20 Page 40 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 9Q-Block 31 ..` .. '� 11 T 9 OF P •• ate.- , �i; � '� j �r,�.� ._ ��� ft .i -qw, Peoples St P—pl-S4 td g cn Group 9R-Block 32 its - J. s_ ��•I 1 1 .rw �`� � T - Revised 1 1.30.20 Page 41 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 9S-Block 33 tj AM— r - e: , - r � IL I � Group 9T-Block 34 VAP Fir i D of � r^ 11mil®r J z^ . di fir. mar _ WEVIIIIIII I f"r '� n III: _ _ i ,-Sr, r.- w l - ■ ` - Revised 1 1.30.20 Page 42 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 9U-Block 36 E. .I T` - i IN E3 t CU � f Group 9V-Block 37 Uwe Revised 11.30.20 Page 43 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 9W-Block 38 lot It Fri - 7 AAF A IFf' T i Group 9X-Block 42 % ia- me rVT vim- '. 0 Revised 11.30.20 Page 44 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 9Y-Block 43 EMI 1 Group 9Z-Block 46 1\` •q r M1 � r I .. p Revised 11.30.20 Page 45 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 9Aa-Block 47 VIt ' h f r I �- y- Group 9Ab-Block 48 } .41 i VIA"r Revised 1 1.30.20 Page 46 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 9Ac-Block 49 JJJ • � �/ ;� ! • Group 10A-West Guth Park woIlk— >. `i*,'' -&J- - h, " Revised 11.30.20 Page 47 of 62 !rt aaM I' e� Illl igti ti n Up qiv r R p �J '��. � .+. '+aX �. G��- � ,=Ilr'y �-'. o -.. ,.. - 3 1 ■SIR - 017713� Pue 1a Sl Pueblo St ueElo-st� u Y Imov—, ampw, i OEM I p+ DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group lOD-H.J. Williams Park h. 34 . - Group 10E-Park and Recreation Annex C /.. T Revised 1 1.30.20 Page 49 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 1 OF-Oveal Williams Sr. Center ME— AM -._.:-..... __.-�_��. .—t-.F 4v-�'�.-.f•�--+.w►-.ten _ __ -- _ u-._. _ .. — _ • ..__ .,�...:.. _ ..cam a-.�.-r��r•r•.�.�.�._-. .ac. :- •�.w _ Group 1 OG-South Bluff Park nw kit -1 4 fif } ' c ' d J. Revised 11.30.20 Page 50 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 11 A-Louisiana Parkway .:�i.�rrr '.. triw�Frk%sir. :�_,]rxi7��e ;� 1ti�•, - np �a� .4�3� Y FL�"Ibar r wa ,-rtl YBrrr�* Atn r r1i-o-r r .. l r Group 11 B-Lindale Park lop Ile a , I n 'p .R � Y Revised 1 1.30.20 Page 51 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 11 C-Collier Park -♦ ..4 r r r f Ali— l : s d Group 11 D-San Diego Park \. { 1 . Revised 1 1.30.20 Page 52 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 11 E-Health Complex r a h: �E -J Q:nwri i! ly--�c 13 i ,gyp` Group 11 F-John Jones Park is All Revised 11.30.20 Page 53 of 62 • • 11 G-Moody Park Sly WA h�. ar •r ..�-', I: ,�, .mom �.sa..� a �. �, • • 12A-Garden Sr. Center $ee trawl times,traffic and nearby places Greely Dr - IOU Baek e e ton � 4 4 0 n' rcxr 4 Revised 11.30.20 Page 4 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 12B-Cullen w See travel times,traffic and nearby places • `W44 t. ism C'�up i7+EvB s= r _ I - ri Group 12C-South Pope v See travel times,traffic and nearby places R" 1 - I. rsbk Revised 1 1.30.20 Page 55 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 12D-Neyland Library r, Q v See treuel times,traffic and nearby places 'A f +e t Group 12E-Malibu Park v See travel times,traffic and nearby pieces °, r� PIN � s M't t. Revised 11.30.20 Page 56 of 62 �dU(, _ _. -._ _ Oxfortl Ur 3 - p. ' .` ..✓. r' " 4 *o ao P , •CrestwlcF w __— �Rls na Wa,sh LTd d`eia lr� EVET S }e n �•. -' .. � ILy f � .��iCi Oj$TRUCTIOI ��.T yyyyp�•�� •�F`- _: -.kl .s -'�IY� ray.-� �`{� - P ® �' p �- S FI D r ru1w Dr Apahmd{r k„n o - _ II F eSta 4 ' st a,d e,M1 CL 1 d en°s Perk Fark Elra pl,ygr a d i ! f 'l 30"`. Ch td e s_tJ�wa • Ces[ 1 he2' sFeilb qr y DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 13A-South Bay Park 1 f me A. � .e 41 Group 13B-Paul Jones Sports Complex See travel times,traffic and nearby places I As IL me Ur i— , A t; ..Imo., F, � - �� � •^ �I Revised 11.30.20 Page 58 of 62 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 Group 13C-South Seas Park MEEF �..• n -yam 'j' ` -ti� ' -_\ tll �t--- ear Is,r�� � -..� - � .• 4 ram,. pp -•G,\ -f �� A� ,YAl 6 I Group 13D-Waldron Park �--, s Iutv:wi d ( Y a _, r . •-try, �' ke — �L :`� .;,�.���I�_ a I � � - �`fi .. 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'�F�x� i d�� ack e�Gh*"p aw., � !' li • . a •ice a _ ¢t!¢ 5 h i,F i.t�h k I 611 Ik,� \ r �� � !'• �r p�f 6rasercon comes -.1 ; r;�, J l E e e •e ool a ^ S4 S f e a'ulsl -,ro � !y� �_ •�,,. �-�n°s bwpr*r r, i;���3 � riy}•: � !;„ `-51. s Perk ,9 _ U � � lalY rrl } ► o� �._. -I Io � ���_ f binve,5,fP5?Orag re. on�,Q• LL 1 � � .�+ � „ _ Google Not.. • • T MINi �. Search Google Maps • 41 lHHH Sh•� � I� �� Icy s..,�ll ,/ �S� r . aw sa( en is ssociatro r s a c ! Googk � � !•�", wamtlserep•rrtmeupucuwravmbleatauae�w u-a taus aeobym s.�eWemmma ~ 'r— wmnr Slit—L - Ima DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 ATTACHMENT B: BID/PRICING SCHEDULE s c.��� CITY OF CORPUS CHRISTI ° CONTRACTS AND PROCUREMENT BID FORM q00 POHPE 186 RFB NO. 5678 PALM TREE TRIMMING SERVICES j PAGE 1 OF 2 Date: Authorized Bidder: WOOD c�cx [— E ,�e.�cw�s 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. DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 PAGE 2 OF 2 PALM THEE TRIMMING TREES CYCLE 1 ' TOTAL LOCATIONS �a Group 1 138 30. w -�1�0`, Group 2 355 Group 3 90 � Group 4 312 Group 5 141 Group 6 167 Group 7 331 zE� Group 8 41 r wry, Group 9 139 30 qncr- Group 10 29 ,3a= "h Group 11 50 30aQ ry� r Group 12 41 3Q 1 Poo` Group 13 54 9 .307, Group 14 27 DocuSign Envelope ID:7DD4801 B-A61D249D4-9640-57175286C422 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability Including: $1 ,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS PAGE 1 OF 3 DocuSign Envelope ID:7DD4801 B-A61D249D4-9640-57175286C422 A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy, • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City, and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. PAGE 2 OF 3 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2023 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services - Services Performed Onsite 05/10/2023 Risk Management - Legal Dept. PAGE 3 OF 3 DocuSign Envelope ID:7DD4801 13-A61D2491D4-9640-57175286C422 ATTACHMENT C-1 RELEASE OF LIABILITY AND COVENANT NOT TO SUE STATE OF TEXAS § COUNTY OF NUECES § This rele�$e of liabilitty nd covenant fno to,sue (" ele sCe") is encpted on the-late in$p,5tgd below an Is entered In o or the purpose o releasing the ity o orpus risti and Its o icers, o icia s, employees, representatives, agents, and volunteers (collectively, the "City") from any and all liability whatsoever arising out of, caused by, or in any way connected with, either proximately or remotely, wholly or in part, participation by Rolland George Hyatt, Jr. ("Contractor"), an individual, in providing services to and for the City, which is the subject of the attached contractual agreement ("Agreement") between the City and Rolland George Hyatt, Jr. This Release serves to relinquish and forever waive certain legal rights to which Contractor may be entitled by law or in equity. As such, Contractor is encouraged to consult with an attorney of his/her own choosing and at Contractor's sole expense prior to signing this document; however, Contractor may voluntarily choose to sign this Release without obtaining such consultation. I, Rolland George Hyatt, Jr./Contractor, in exchange for the City allowing me to forego the condition of providing workers' compensation insurance coverage (which includes covering myself or obtaining a separate health policy covering myself) as a requirement of the Agreement, do hereby voluntarily enter into the following covenants: 1 . I acknowledge that the capacity in which I will be participating in the Agreement is that of an independent contractor and not as an employee or agent of the City. I further understand that, as an independent contractor, I will receive no workers' compensation benefits, health benefits, disability benefits, nor other insurance benefits of any kind which might be available to full-time employees of the City and that, as an independent contractor, I am fully responsible for incurring the cost of and paying for any medical services that I may require during the term of the Agreement; 2. 1 acknowledge and understand that there may be risks involved in participating in the Agreement, I voluntarily and knowingly assume any and all such risks, and I shall rely solely on myself and not the City in determining what those risks are and the extent of and exposure to the risks involved. I understand and agree that I am participating in this Agreement at my own risk, and I hereby release, waive, and in all ways relinquish any and all present and future claim(s) against the City that I, my heirs, successors, permitted assigns, or any other person or entity (as used collectively here and hereinafter as "I") may assert, have, or acquire as a result of any bodily injury (including serious injury resulting in death), property damage, or loss of any kind whatsoever to myself or to my real or personal property arising out of, resulting from, or in any way connected with my participation in the Agreement between myself and the City; 3. 1 hereby release the City from all liability and waive and relinquish any and all such claims which may arise, and I further covenant not to file any lawsuits against nor join in any lawsuits with others to sue the City for any such claim, injury, loss, damage, or expense from participating in the Agreement regardless of whether the same may arise, Page 1 of 2 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 result from, or be caused by any negligence or gross negligence of the City; 4. 1 acknowledge that the services I provide pursuant to the Agreement may occur on real property located in the City of Corpus Christi, Nueces County, Texas, and that may be owned, leased, controlled, or managed by the City. Further, I acknowledge that my services under the Agreement may, at times, be performed with tools, equipment, and other personal property owned, leased, controlled, or managed by the City. By execution of this Release, it is my express intention to completely absolve the City of all potential liability caused by, arising out of, or incident to my performance of services on City real property and that may be performed with tools, equipment, or other personal property of the City; 5. 1 desire and agree that this Release shall apply to any and all activities during or in any way connected with my individual participation in the Agreement and my performance under such Agreement; 6. 1 agree that this Release shall be governed by and be enforceable under the laws of the State of Texas. Venue shall lie in Nueces County, Texas, where the Agreement is performed and my services are provided; 7. 1 acknowledge and fully understand that I am required by State law to provide workers' compensation coverage for any person(s) that I employ who participate in providing or performing any of the services under the Agreement and agree to so obtain the required workers' compensation coverage as mandated under this Agreement; and 8. 1 hereby acknowledge that I have been informed in writing that I may consult an attorney prior to signing this Release. I have carefully and thoroughly read the foregoing provisions of this Release of Liability and Covenant Not to Sue and, intending to be legally bound, voluntarily accept each of its terms and conditions and willingly agree to the covenants to which I am bound. 0t� EXECUTED thise� day of 2024. 4 Rolland George Hy tt, Jr. STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on c�1 2024, by Rolland George Hyatt, Jr. Notar ublic's Signature ANGEUPubk.S I from Notary P�Nc,Seste of Texas Notary ID#12MI503.7 My W ntsw Eon Ofi•08'20m4 Page 2 of 2 DocuSign Envelope ID:7DD4801 B-A6D2-49D4-9640-57175286C422 ATTACHMENT D: WARRANTY REQUIREMENTS No warranty is required for this Service Agreement. F1L__j �9 CAP CORPUS �� ACCREDIT n CHRISTI wE A AT ra "/ PVC '�'oaEcnEn4W`' Palm Tree Trimming Services City Council June 11, 2024 Li Palm Tree Trimming Services CORPUS C H'R IST -- wE w Iwrsiory • Requesting a one-year service agreement with Woodstock Tree Surgeons of Corpus r Christi with the option to renew yearly for a total of three years. • Annual maintenance includes 3,185 palm trees throughout the City. • Trimming services will occur annually from March through September. — High profile areas (i.e. Shoreline and Ocean Drive) twice a year. — The current standards that Parks and - Recreation uses to trim palm trees is the ANSI A300 National standard guidelines for tree care operations 2 Palm Tree Trimming Services CORPUS CH'RISTI wE w IwrSiory V{ 11 Service Agreement with Woodstock Tree Surgeons of Corpus Christi ➢ Will be a one-year agreement with two additional one-year options ➢ Total contract amount will not exceed $267,600.00 0y _ TT 3 Li Recommendation CORPUS CH'RISTI wE w IwrSiory Staff recommends approval of this resolution authorizing a one-year service agreement, with two additional one-year options, with Woodstock Tree Surgeons of Corpus Christi Se 0 0 PH P AGENDA MEMORANDUM NCORPO0.1¢ Action Item for the City Council meeting of June 25, 2024 1852 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(o-)-cctexas.com 361-886-2601 Approval to submit a grant application to the Motor Vehicle Crime Prevention Authority to continue the Motor Vehicle Theft Unit in the Police Department CAPTION: Resolution authorizing the submission of a grant application for $864,514 to the Motor Vehicle Crime Prevention Authority to continue the Motor Vehicle Theft Unit activities in the Police Department with a City cash match of$184,005 and an in-kind match of$750,763 for a total project cost of$1,799,282.00 for salaries, overtime, and fringe benefits for four sworn officers and three civilians (authorizing the four sworn officers and three civilian positions), and for operational needs for the Corpus Christi Police Department's Auto Theft Task Force; and designating several City staff members as designated officials for the grant; and appropriating $864,514 in the Police Grants Fund. SUMMARY: This resolution authorizes submission of a grant to the Motor Vehicle Crime Prevention Authority for salary, benefits, overtime, and travel of four sworn officers and three civilians. The City must apply for these funds each year. BACKGROUND AND FINDINGS: The City of Corpus Christi is applying for grant FY 2025 funding from the Motor Vehicle Crime Prevention Authority (MVCPA) to continue the motor vehicle theft unit in the Police Department. The MVCPA was established in 1991 due to rising auto thefts and is funded through a monthly fee of$4 on every insured vehicle in Texas charged to insurance companies who provide vehicle insurance coverage in Texas. The Texas Comptroller of Public Accounts collects the fee. The unit focuses not only on detection and apprehension of stolen and burglarized vehicles, but also on motor vehicle fraud and proactive policing of automotive businesses in the City and County to reduce the sale of stolen vehicles and parts. There is an extensive public awareness campaign that is a requirement of the grant which includes crime prevention programs focusing on reducing motor vehicle crime. The grant provides funds for one Lieutenant to supervise the Auto Theft Task Force unit, consisting of three additional sworn CCPD officers and three civilians (seven total employees). As part of the Auto Theft Task Force unit, the civilians conduct data analysis, crime analysis, manage the required public awareness campaign, provide customer service to victims of auto crime, and maintain grant paperwork. The General Fund cash match is for vehicle maintenance on nine vehicles, unit operating expenses, and training. In-kind contributions include a copy machine, office space, and the salaries, benefits, and overtime of four sworn officers and three civilians. The grant requires designating the Chief of Police as the authorized official, the Deputy Chief of Police of the Criminal Investigations Division as Program Director, and the Director of Finance, or the Director of Finance's Designee, as financial officer for this grant. Because these funds are neither Federal nor State but from an insurance fee, there is no set time limit for the grant to end. The City must reapply each year because the MVCPA requires a very close review of performance and the grantee's ability to utilize the funds efficiently. The grant period is September 1, 2024 through August 31, 2025. The City has received the grant for 25 years. Last year the City received $822,431 from this grant. ALTERNATIVES: The alternative is not to approve the submission of the application for this grant. However, if the grant application is not authorized, personnel and funding will be lost or reduced to continue the Motor Vehicle Theft Unit as these funds are not part of the FY 2024 General Fund Budget. FISCAL IMPACT There is no fiscal impact in FY 2024 with the submission of the grant application. If grant funds are awarded, the fiscal impact will be for one month in FY 2024. The grant funds of $864,514.00 will be appropriated to the FY 2024 Police Grants Fund and the City cash match of $184,005.00 will be available in the FY 2024 Police Department General Fund. Funding Detail: Fund: 1061 Organ ization/Activity: 822328S-89 Project # (CIP Only): N/A Account: 510100 = $593,811 511000 = $246,108 510200 = $24,595 Amount: $864,519.00 Fund: 1020 Organ ization/Activity: 11721 Project # (CIP Only): N/A Account: 510100 = $484,977 511000 = $181,810 510200 = $22,338 547012 = $39,638 530160 = $22,000 Amount: $750,763.00 RECOMMENDATION: Staff recommends submitting the application to the Motor Vehicle Crime Prevention Authority, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing submission of a grant application for $864,514.00 to the Motor Vehicle Crime Prevention Authority to continue the Motor Vehicle Theft Unit activities in the Police Department, with City cash-match contribution of $184,005.00 and City in-kind match of $750,763.00, for a total project cost of $1,799,282.00 to fund four sworn officers and three civilians; designating the Chief of Police and the Deputy Chief of Police of the Criminal Investigations Division as Program Director(s); and the Director of Finance, or designee, as financial officer for this grant. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Council authorizes submission of the grant application in the amount of $864,514.00 to the Motor Vehicle Crime Prevention Authority to continue the Motor Vehicle Theft Unit activities in the Police Department. SECTION 2. The City Council commits to provide for the applicable contribution of $184,005.00 with cash, and $750,763.00 with in-kind services, for a total project cost of $1 ,799,282.00 to fund four sworn officers and three civilians. SECTION 3. The City Council designates the Chief of Police as Program Director, the grantee's authorized official; and designates the Deputy Chief of Police of the Criminal Investigations Division as Program Director, the grantee's authorized official. The authorized official(s) may apply for, accept, reject, alter, or terminate the grant. SECTION 4. The City Council designates the Director of Finance or designee as the financial officer for this grant. PASSED AND APPROVED on the day of , 2024. 2 Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor Se 0 0 U NCORPO0.1¢ AGENDA MEMORANDUM 1s52 Action Item for the City Council Meeting of June 25, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Robert Dodd, Director of Parks and Recreation Department RobertD4(a-)-cctexas.com (361) 826-3133 Grant Application to the Texas General Land Office for the FY 2025 Beach Cleaning & Maintenance Assistance Program CAPTION: Resolution authorizing a grant application for the FY 2025 Beach Cleaning and Maintenance Assistance Program from the Texas General Land Office to provide beach cleaning and maintenance on North Padre Island and Mustang Island. SUMMARY: The City is required to pass a Resolution annually in order to apply for the Texas General Land Office (TGLO) Beach Cleaning & Maintenance Assistance Program. The TGLO Beach Cleaning & Maintenance Assistance Program provides an annual reimbursement to offset a portion of the City's beach maintenance expenditures. BACKGROUND AND FINDINGS: The TGLO Beach Cleaning & Maintenance Assistance Program uses a funding formula to reimburse cities/counties annually for beach cleaning/maintenance expenditures. The reimbursement amount varies based on the formula and available funds. Currently, the principal portion of the beach maintenance appropriations is distributed among twelve communities that contain public beaches within their jurisdiction and have made applications for funding. Cities that qualify for eligibility under the Natural Resources Code may receive up to, but no greater than, two-thirds reimbursement for eligible expenses incurred in maintaining beaches. However, actual state appropriations have typically limited this reimbursement to the range of 10 to 20 percent of actual local costs. The total cost for Corpus Christi for FY 2024 is an estimated $2,642,351.00. The City's Beach Operations Division cleans/maintains a total of 7.8 miles of beach front which includes 1.7 miles along Access Road 6, 4.1 miles along Access Road 2, and 1.99 miles along Packery Channel. These sections of beach are included in the application for the estimated cost of$2,751,179.00 for FY 25 of requested assistance. If awarded, these funds will be used to aid with costs associated with beach cleaning and maintenance on North Padre Island and Mustang Island, including equipment rental fees, labor, signage, supervision of litter debris removal, solid waste collection/disposal, portable toilet rentals and servicing fees, barricades, bollards, traffic signs, lifeguard expenses, litter/beach patrol expenses, and administration. ALTERNATIVES: The alternative would be to not apply for beach maintenance funding. However, the City has applied for and been granted this funding annually for over a decade. These funds help offset costs that the City would have incurred if it were not to receive this grant. FISCAL IMPACT: There is no fiscal impact applying for this grant. RECOMMENDATION: Staff recommends approval of this resolution approving FY 2025 grant application for the Beach Cleaning and Maintenance Assistance Program from the Texas General Land Office to provide beach cleaning and maintenance on North Padre Island and Mustang Island, as presented. LIST OF SUPPORTING DOCUMENTS: GLO FY 2025 Application for Beach Cleaning & Maintenance Program Resolution Resolution authorizing a grant application for the FY 2025 Beach Cleaning and Maintenance Assistance Program from the Texas General Land Office for $70,000 to provide beach cleaning and maintenance on North Padre Island and Mustang Island. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Council authorizes the submission of the grant application to the Texas General Land Office for $70,000 for funding available under the FY 2025 Beach Cleaning and Maintenance Assistance Program to provide an annual reimbursement for the City's beach cleaning and maintenance on North Padre Island and Mustang Island. SECTION 2. The City Council designates the Director of Parks & Recreation as the grantee's authorized official. The authorized official may apply for, accept, reject, alter, or terminate the grant. PASSED and APPROVED on the day of 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary (4rµ£AaL cyyo :. w TEXAS GENERAL LAND OFFICE COMMISSIONER DAWN BUCKINGHAM, M.D. May 10,2024 Via Electronic Mail Dear Coastal Local Government Partners: Enclosed is the Application for the Beach Maintenance Reimbursement Program (BMR) for Fiscal Year 2025. The Application Checklist instruction sheet details what is needed and explains how to submit the required attachments with the application for state assistance. The beach maintenance you provide must be consistent with your community's Beach Access and Dune Protection Plan that has been certified by the GLO. BMR Program rules specify the Texas Department of Transportation area rates be used as the agency's source for determining reasonable equipment rates. FEMA rates are also acceptable. Your equipment rates should be a reflection of your incurred costs,and you should be prepared to provide justification for the GLO to approve your equipment rates. Additionally, if your community collects a Beach User Fee, your participation in the BMR Program is contingent upon adherence to the rules of the Beach User Fee Program.If this applies,please remember to include with your application a written statement acknowledging adherence to the regulations governing fees collected from beach users as found in 31 TAC § 15.8. Please submit your application packet no later than ,Tune 30, 2024 by mail or email to begin the review process. Send applications to meiling.valdes@a glo.texas.gov. The mailing address is Texas General Land Office,Coastal Resources,Attn:Mei Ling Valdes,P.O.Box 1.2873,Austin,TX 78711-2873. Please contact me by email at natalie.bell na,glo.texas.gov or by phone at(512) 463-0413 if you have any questions. Sincerely, N ie Bell BMR Program Manager Director,Resource Management Coastal Resources Texas General Land Office 1700 North Congress Avenue,Austin,Texas 78701-1495 P.C.Box 12873,Austin,Texas 78711-2873 512-463-5001 glo.texas.gov May 21, 2024 Texas General Land Office, Coastal Resources Attn: Mei Ling Valdes P.O. Box 1273 Austin,TX 78711-2873 PARKS&RECREATION DEPARTMENT Dear Ms. Valdes: PO Box 9277 The signed application for state assistance for beach maintenance for fiscal year 2025 is attached. Corpus Christi Texas 78469-9277 We will presented the application to the City Council for their approval on June 25, 2024 and the Phone361-826-3460 signed resolution is also attached. An estimate of expenditures is included in the application, along Fax 361-826-3864 with a copy of our payroll burden rate methodology. www.cctexas.com www.ccparkandrec.com A Current Equipment Rate Sheet Live. Learn.Play! A current equipment rate sheet is attached and is based on the current TxDOT/FEMA schedule of equipment rates or current lease rates. Garbage and Litter Statement An adequate number of garbage and litter receptacles are available on the beaches.The receptacles are positioned along the city-maintained beaches so that they are convenient for the beach user, but also not so many as to make maintenance too costly. Beach Dune Rule Compliance Statement The beach cleaning and maintenance performed by the city personnel is consistent with the plan our community adopted for Beach Access and Dune Protection. It adheres to the City of Corpus Christi Code of Ordinances Chapter 10: Beachfront Management and Construction. Beach User Fees Regulations Compliance Statement The City of Corpus Christi is in compliance with State Regulation 31 TAC 15.8 concerning the collection and expenditure of beach user fees.The city is collecting fees for parking on the gulf beach areas. A Texas Department of Transportation (TxDOT) CountV Map A TxDOT map is attached with the beaches maintained and the linear footage written on the map. Site Map of all Applicable Beach Parks Attached is a site map which shows the city, county, and state parks, maintenance areas as well as the user fee and free areas. Beach Cleaning Proposal The City of Corpus Christi welcomes visitors and residents alike to our carefully groomed beaches. The Parks and Recreation Department has a staff of eleven employees that maintain the 36,379 linear feet of beaches.They use motor graders, loaders,tractors, pickups,garbage trucks, and dump trucks '1041 to remove the seaweed from above the mean tide line (MTL) and place it in the fore dunes to reinforce the sand dunes with the organic material or grade the sand and bury the seaweed in windrows above the MTL. CORPUS CHRISTI PARKS& RECREATION • Every day our staff empties the 200 trash containers along the beach. The portable restrooms are serviced three times a week on a regular basis and daily on holiday weekends. The department also provided lifeguards at stands along the heavily used city beach areas.Our beach maintenance crew, lifeguards, and beach parking permit sales staff work from our Beach Office located on Mustang Island. PARKS&RECREATION The city police department makes regular patrols on the beach and the surrounding areas. DEPARTMENT There are several events on the beach for which our staff prepares and performs the clean-up Po Box 9277 afterwards. Among the events are: Spring Break, Memorial Day, Beach to Bay Relay Marathon, July Corpus Christi 4th cleanup (heavy resident displays), Labor Day, and various sporting activities. Texas 78469-9277 Phone 361-826-3460 Fax361-826-3864 Along with the City of Port Aransas and Nueces County, the city shares the revenues from a beach www.cctexas.com parking permit that is sold to beach users. The city uses a city-identified vehicle and temporary www.ccparkandrec.com canopies from which the sales of parking permits are made.The parking permit is required for parking Live. Learn. Play! on the beach in the areas identified as "permit required".There are areas that are free and parking permits are not required. The City of Corpus Christi realizes the valuable asset of the gulf beaches and the expectations of its users to have clean and well-maintained beaches for recreational activities. We support the General Land Office's management of the Beach Maintenance Assistance Program. We also believe that the program should be expanded to more adequately support local efforts to maintain our beaches for tourism and local recreation activities. If you require any further information, please contact Darren Gurley, Superintendent, Beach and Natural Resources, for the City of Corpus Christi Parks and Recreation Department at 361-826-1934. Sincerely, Robert Dodd, Director City of Corpus Christi Parks and Recreation Department Attachments '1041 CORPUS CHRISTI PARKS& RECREATION Application for the Beach Cleaning and Maintenance Assistance Program ��ftAL C Fiscal Year 2025 (September 1,2024-August 31,2025) y �n Texas General Land Office x ' Commissioner Dawn Buckingham, M.D. r ' ' 1t's nn, P.O. Box 12873 Austin, Texas 78711-2873 fi8r^HLIS HE `a'b6 www.glo.texas.gov 1-800-998-4GLO City or County making application (applicant): City of Corpus Christi Name and mailing address of administrative body responsible for beach cleaning: City of Corpus Christi Parks and Recreation Department P.O. Box 9277 Corpus Christi, TX 78469 Name,title, email address, and phone of official with day-to-day responsibility for project: Charles(Darren)Gurley Superintendent 8185 Highway 361 Corpus Christi,TX 78418 ChariesGu@cctexas.com 361-826-1934 Name,title, mailing and email address, and phone of official authorized to receive state reimbursement: Heather Hurlbert Assistant City Manager City of Corpus Christi P.O. Box 9277 Corpus Christi,TX 78469 HeatherH3@cctexas.com 361-826-3506 The applicant understands and agrees that the requirements set forth in Section 61.069 of the Texas Natural Resources Code must be met, and the applicant expressly pledges and represents that it has met or will meet the requirements through the following: 1. The applicant has a duly constituted beach park board or like body with adequate authority to administer an effective program of keeping the public beaches under its jurisdiction clean. (OBA §61.069 (1)) 2. The applicant shall provide for receipt of all project funds by its treasurer or like official who shall adequately safeguard such funds and assure same are expended solely for project purposes.The applicant agrees to reimburse the General Land Office for any project funds lost or spent for non- project purposes. (OBA§61.069 (2)) 3. The applicant shall submit such reports as to amounts and types of project expenditures as may be required by the General Land Office. (OBA§61.069 (3)) 4. The applicant provides free entrance to all public beaches within its jurisdiction. (OBA§61.069 (4)) 5. The applicant operates and maintains one or more coastal parks which are satisfactory to the General Land Office with respect to size and facilities. (OBA §61.069 (5)) Page 1 of 2 Application for the Beach Cleaning and Maintenance Assistance Program Total linear feet of beach to be cleaned 36,379 Estimate of Expenses 1. Equipment rental,litter and debris removal $373,511.00 2. Labor,litter and debris removal 828,090.00 3. Signs, litter-related 3,950.00 4. Supervision, litter and debris removal 181,196.00 5. Solid waste collection and disposal,including purchase of containers 20,000.00 6. Portable toilet rental and servicing 35,700.00 7. Barricades,bollards,and traffic signs 14,000.00 8. Lifeguard expenses 784,000.00 9. Litter patrol expenses 62,000.00 10. Beach patrol expenses 368,321.00 11. Administration 80,411.00 TOTAL $2,751,179.00 Amount of state assistance requested for current state fiscal year(may not exceed two-thirds of amount shown in line above as provided by Section 61.076 of the Texas Natural Resources Code): $ 1,832,285.21 The General Land Office reserves the right to require of the applicant any additional evidence it may deem necessary for the approval of the application or management of the program. Supporting documents:(The application is incomplete unless the following documents are included.) Mark the applicable box as the corresponding document is included with the application. ❑ A current resolution authorizing application for funds and vesting an official with full authority to act for purposes of the program. ❑ A Texas Department of Transportation county map upon which are delineated the public beaches to be cleaned and the linear feet of beach therein. ❑ A site plan of applicant's beach park which meets the minimum requirements established by the state. ❑ A certified copy of documentation establishing a beach park board or like body. ❑ A current written statement attesting that the maintenance to be provided is consistent with the applicant's community adopted plan for Beach Access and Dune Protection. ❑ A current written statement acknowledging that compliance with the regulations for collection and expenditure of beach user fees,contained in Section 15.8 of the state's beach access and dune protection regulations,is a requirement of the program. ❑ A current written statement that the applicant will supply an adequate number of garbage and litter receptacles for that area of the beach which the applicant cleans and maintains in this program. Receptacles for recyclables are suggested,but not required. ❑ A current list,adopted by the governing body,of the equipment rates to be charged per hour or per day which also indicates whether with or without operator. ❑ A current beach-cleaning proposal describing the cleaning and maintenance operations at the beach. City of Corpus Christi acting by and through Robert Dodd, Director, Parks and Recreation Applicant Official hereunto duly authorized,submits this application and certifies its contents are true and correct,and agrees to the above terms and conditions. by Robert Dodd WIV Name Signature Robert Dodd, Director, Parks and Recreation 5_ ZZ ZY Title Date Page 2 of 2 CORPUS ' .I CHRISTI ' PARKS& RECREATION Grant Application to the Texas General Land Office for the FY 2025 Beach Cleaning & Maintenance Assistance Program City Council Meeting June 25, 2024 B k r n <<ac g ou d CORPUS CHRISTI PARKSS. • The City is required to pass a Resolution annually in order to apply for the Texas General Land Office Beach Cleaning & Maintenance Assistance Program • The Program uses a funding formula to reimburse cities/counties for beach cleaning/maintenance expenditures. • If awarded, funds will be used towards 7.8 miles of beach front along North Padre Island & Mustang Island in which the City's Beach Operations Division cleans/maintains. • Funds will be used to aid with costs for items such as equipment rental fees, labor, signage, supervision of litter/debris removal, solid waste collection/disposal, portable toilet rentals & servicing fees, barricades, bollards, traffic signs, lifeguard expenses, litter/beach patrol expenses & administration. 2 Background Continued r CORPUS CHRISTI - PARK56 FISCAL 1 • O $95,280 FT17TER17M $93,356 FTIMIMM $99,258 0177110MM To be received in September 3 Recommendation r.,ry, CORPUS CHRISTI PARK56. RECREATION • Staff recommends approval of the TGLO Grant for Beach Cleaning & Maintenance for Fiscal Year 2025. 4 DECLARATION OF LOCAL DISASTER BY PROCLAMATION OF THE MAYOR OF THE CITY OF CORPUS CHRISTI FOR TROPICAL STORM EVENT WHEREAS,the Tropical Storm Alberto storm event presents an imminent threat of widespread or severe damage, injury, or loss of life or property resulting from flood,wind, storm,wave action,and other public calamity resulting therefrom which requires emergency action; and WHEREAS, §418.108 of the Texas Government Code and§16-3 of the Code of Ordinances of the City of Corpus Christi authorize the Mayor of the City of Corpus Christi, as the presiding office of the governing body of a political subdivision,to declare a local state of disaster; WHEREAS,I,as the Mayor of Corpus Christi,have determined that extraordinary measures must be taken to alleviate the suffering of people and to protect or rehabilitate property; and WHEREAS,I believe that the City of Corpus Christi's Emergency Management Plan should be activated; NOW, THEREFORE, I, THE PRESIDING OFFICER OF THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,HEREBY PROCLAIM AND DECLARE: Section 1. That a local state of disaster exists for the City of Corpus Christi. Section 2. That this declaration of local disaster takes effect immediately, and, pursuant to §418.108(b)of the Government Code, shall continue for a period of not more than 7 days from the date of this declaration unless terminated earlier, continued, or renewed by the City Council of Corpus Christi. Section 3. That this declaration directs the City Manager to activate the recovery and rehabilitation aspects of all applicable local or interjurisdictional emergency management plans; authorizes the furnishing of all aid and assistance, as deemed necessary or desirable by those administering the plans and activates the preparedness and response aspects of the plans. Section 4. Pursuant to §418.108(c)of the Government Code,this declaration of a local state of disaster shall be given prompt and general publicity and shall be filed promptly with the City Secretary. DECLARED AND ORDERED this the day of ,2024. Paulette Guajardo Mayor ATTEST: APPROVED: Rebecca Huerta Buck Brice City Secretary Deputy City Attorney for City Attorney 35 3 }: Ordinance Extending the Local State of Disaster Declared by the Mayor on June 20, 2024, related to Tropical Storm Alberto; and declaring an emergency. WHEREAS, the Governor of Texas issued a disaster proclamation on June 19, 2024, certifying that Tropical Storm Alberto poses a threat of imminent disaster, including widespread and severe property damage, injury, and loss of life due to widespread flooding, life-threatening storm surge, damaging wind, and heavy rainfall for several counties including Nueces, Kleberg, and San Patricio; and WHEREAS, the Mayor of Corpus Christi issued a declaration of a local state of disaster on June 20, 2024, pursuant to §418.108 of the Texas Government Code due to Tropical Storm Alberto posing a threat of imminent disaster, including widespread and severe property damage, injury, and loss of life due to widespread flooding, life-threatening storm surge, damaging wind, and heavy rainfall; and WHEREAS, Corpus Christi Code, Section 16-3 (c), requires the City Council to consent to the continuation of a local state of disaster declared by the Mayor for a period in excess of 7 days. NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF CORPUS CHRISTI, TEXAS, THAT: Section 1. Continuation of Local State of Disaster. The local state of disaster declared by the Mayor on June 20, 2024 shall continue until terminated by order of the City Council. Section 2. Publicity and Filing. Pursuant to Texas Government Code §418.108(c), this order extending the declaration of a local state of disaster due to Tropical Storm Alberto shall be given prompt and general publicity and shall be filed promptly with the City Secretary. Section 3. Emergency. This section constitutes a written request by the Mayor or majority of the members of the Council for this ordinance to be passed finally on the date of introduction due to emergency. The City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs; and suspends the City Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of June 25, 2024 1852 Second Reading for the City Council Meeting of July 9, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health Fauziaka-cctexas.com 361-826-7202 Acceptance and appropriation of contract #TCEQ-582-24-01390 for PM 2.5 Air Quality monitoring and expanding the existing partnership with Texas A&M University - Corpus Christi to include PM 2.5 monitoring. CAPTION: Ordinance accepting $139,501 for an Air Quality Planning Grant from the Texas Commission on Environmental Quality to provide air quality planning activities through December 31 , 2025. SUMMARY: The Texas Commission on Environmental Quality (TCEQ) selected the City of Corpus Christi as recipient of funding to monitor Air Quality in Texas through the Rider 7 State and Local Air Quality Planning Program. TCEQ has expanded the existing Rider 7 program to include the monitoring of Particulate Matter less than 2.5 micrometers in diameter (PM 2.5). TCEQ allocated $139,501 to conduct the PM 2.5 air quality monitoring in the local airshed from the date of the last signature on the contract through December 31, 2025. The City operated Corpus Christi Nueces County Health District will work with the Department of Physical and Environmental Sciences at the Texas A&M University - Corpus Christi (TAMU- CC) as subcontractor for the completion of the grant deliverables. PM 2.5 data is gathered, reviewed, analyzed, and reported to the Public Health District by TAMU-CC monthly as per our existing scope of work. BACKGROUND AND FINDINGS: The Rider 7 program began in 1995 to support local efforts to improve air quality and attain Federal Ozone National Ambient Air Quality Standards. The goal of the Rider 7 program is to ensure airsheds in Texas do not enter "nonattainment' status. Nonattainment occurs when an airshed does not meet the national primary or secondary ambient air quality standards as established by the National Ambient Air Quality Standards. Entering nonattainment can have significant regulatory and fiscal consequences for businesses within the airshed. Corpus Christi has maintained attainment status since 2004. The current National Ambient Air Quality Standard (NAAQS) is set by the EPA for PM 2.5 at 9.0 micrograms per cubic meter averaged over 3 years. The local airshed 3 years rolling for PM 2.5 is an average of 8.7 micrograms per cubic meter. Historically the City of Corpus Christi received funds for Ozone monitoring and this contract is for funding of PM 2.5 monitoring. Rider 7 funds are limited to inventorying emissions, monitoring of pollution levels, air pollution and data analysis; modeling pollution levels; and administration of the program. Rider 7 further requires that no more than 10% of the allocation be used for administrative purposes and prohibits the expenditure of the following: marketing and outreach activities, bicycle use programs, carpooling awareness, environmental awareness campaigns, and locally enforceable pollution reduction programs. The PM 2.5 contract amendment will add the following tasks to the existing Scope of Work: A. Field Work: a. Inventorying of PM 2.5 Emissions b. Monitoring of PM 2.5 pollution levels B. Data & Reporting: a. Data analysis of PM 2.5 emissions and pollution levels b. Modeling pollution levels c. Monthly report to City of Corpus Christi Air Quality program. d. Quarterly Progress Reports to TCEQ e. Final Report to TCEQ Expansion of the Air Quality Monitoring (Rider 7) program to include PM 2.5 monitoring will further expand the TAMU-CC partnership who will monitor pollution levels, develop a new PM 2.5 monitoring site, assist with the tuition of a graduate student, and provide detailed analysis reports. ALTERNATIVES: The City declines to participate in the Rider 7 PM 2.5 monitoring program. Thereby losing funding associated with air quality monitoring. FISCAL IMPACT: No match is required for this contract. FUNDING DETAIL: Fund: 1066 Health Grants Organization/Activity: 832002S Department#: 15 Project # (CIP Only): N/A Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. TCEQ 582-24-01390 COF Ordinance Statement of Work Presentation Ordinance accepting $139,501 for an Air Quality Planning Grant from the Texas Commission on Environmental Quality to provide air quality planning activities through December 31, 2025. WHEREAS, the Texas Commission on Environmental Quality has awarded $139,501 for Contract No. 582-24-01390 to provide air quality planning activities through December 31, 2025. 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 the Air Quality Planning Grant Contract Number 582-24-01390, in the amount of $139,501 from the Texas Commission on Environmental Quality for air quality planning activities. SECTION 2. 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 3. Funds in the amount of $139,501 are appropriated in the No. 1066 Health Grant Fund to provide air quality planning activities through December 31, 2025. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 Texas Commission on Environmental Quality CONTRACT SIGNATURE PAGE Contract Name: Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number: 582-24-01390 Performing Party: City of Corpus Christi Performing Party Identification Number: 17460005741 Maximum Authorized Reimbursement: $139,501.00 Effective Date: ❑ 09/01/2024 ® Date of last signature Expiration Date: ® 12/31/2025 ❑ Last day of Fiscal Year in which the Contract was signed ❑ If checked, this Contract requires matching funds. Match Requirement: ❑ If checked, this Contract is funded with federal funds. CFDA Number: Federal Grant Number: This Contract is entered under: ❑ Gov't Code ch. 771 (Interagency) ❑Gov't Code ch. 791 (Interlocal) ❑Water Code § 5.229 (Intergovernmental) ®Water Code§ 5.124 (Grant) The Texas Commission on Environmental Quality(TCEQ), an agency of the State of Texas, and the named Performing Party,a state agency or local government of the State of Texas,enter this agreement(Contract)to cooperatively conduct authorized governmental functions and activities under the laws of the State of Texas. The Parties agree as follows: (a)to be effective,the Contract must be signed by an authorized official of the TCEQ and the Performing Party; (b)this Contract consists of all documents specified in the list of Contract Documents following this page; and(c) as authorized by TCEQ, Performing Party will conduct Contract Activities as part of its own authorized governmental functions and TCEQ will reimburse Allowable Costs subject to the Texas Grant Management Standards (TxGMS) and this Contract. Texas Commission on City of Corpus Christi Environmental Quality (Performing Party) Authorized Signature Authorized Signature PAPPA4. t€f Richard C. Chism Sony Peronel Printed Name Printed Name Director Office of Air Deputy Pi+e.ter- T-CF( A4 r,,,.,t;r.., iA4s;,, Interim Assistant City Manager Title Title Date Date Procurements&Contracts Representative Demetria Avery, CTCM, CTCD Printed Name Date 1of42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 CONTRACT DOCUMENTS LIST This Contract between TCEQ and Performing Party consists of the Contract Documents listed on this page and marked by an "X." Documents on this list include all amendments. In the event of a conflict of terms, the Contract Documents as amended control in the descending order of the list, subject to provisions in the Special Terms and Conditions, if any. All Contract provisions, however, are subject to control by the latest amendment and most specific provision and by the applicable state and federal laws, rules and regulations. ® Contract Signature Page ® Contract Documents List (this page) ® Special Terms and Conditions ® Scope of Work ® General Terms and Conditions ® Cost Budget ® Notices, Project Representatives and Records Locations ® Attachment A - Financial Status Report ® Attachment B - Release of Claims M Attachment C - Budget Revision Request Form M Attachment D - Level of Effort Certification M Attachment E - Personnel Eligibility List 2of42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-2"1390 SPECIAL TERMS AND CONDITIONS These Special Terms and Conditions add to, or in the case of conflicts, supersede and take precedence, as set forth in the Contract Documents List. 1. The following is added to Article 4, REIMBURSEMENT, in the General Terms and Conditions: 4.9 Financial Status Report. The Performing Party will submit a quarterly report on the Financial Status Report (FSR, Attachment A), documenting the allowable expenditures, and administrative costs incurred in the previous quarter for performing the Scope of Work and the remaining balance of funds. The Performing Party's FSRs shall be complete and conform to all reimbursement or invoice requirements specified by TCEQ. The Performing Party must include documentation with the FSR demonstrating expenses incurred. All administrative costs are capped by Rider 7 in the TCEQ FY24-25 appropriation (HB 1, 88th Legislature) at 10%, and this limit must be demonstrated on each FSR. 2. The following are added to Article 16. UNIFORM ASSURANCES, in the General Terms and Conditions: 16.1.13 The dispute resolution process provided in Chapter 2009 of the Texas Government Code is available to the parties to resolve any dispute arising under the agreement. 16.1.14 Information, documentation, and other material in connection with this grant may be subject to public disclosure pursuant to Chapter 552 of the Texas Government Code (the "Public Information Act"). In accordance with Section 2252.907 of the Texas Government Code, Performing Party is required to make any information created or exchanged with the State pursuant to the contract or grant, 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. 3. ADMINISTRATIVE COSTS 3.1 In accordance with Rider 7 in the TCEQ FY24-2 5 appropriation(HB 1, 881 Legislature), no more than 10 percent of the allocation may be used for administrative purposes. 3.2 Administrative Costs are costs incurred by the Performing Party that can be identified separately and assigned to a specific project, used in order to properly administer and manage the contract funds. Administrative costs may include, but are not limited to, providing general supervision for grant activities, administering sub-contracts, submitting reports, and preparing and submitting invoices and FSRs. 4. SPECIFIC REQUIREMENTS FOR COSTS. Performing Party will adhere to the amounts listed in the Cost Budget Categories or follow the Budget Revision Request (BRR, Attachment C) procedures. Performing Party will establish and maintain records of costs in accordance with Texas Grant Management Standards (TxGMS) and generally accepted accounting principles and practices and submit, in a format acceptable to TCEQ, an itemized price breakdown together with supporting documentation. All service dates on invoices must match supporting documentation dates. 3 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 5. GRANTEE PERFORMANCE EVALUATION Performance evaluations are a part of the TCEQ review of the Performing Party and may be a factor in the selection of future grants. The TCEQ may provide this information to state agencies and others. The Performing Party consents to the disclosure of any information or opinion in the evaluations. 4 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-2"1390 SCOPE OF WORK 1. Introduction(Purpose) City of Corpus Christi (Performing Party) will conduct air quality planning activities in accordance with Rider 7 of the Texas Commission on Environmental Quality's (TCEQ) Legislative Appropriation from the 88th Legislature. Rider 7 funds are limited to inventorying emissions, monitoring of pollution levels, air pollution and data analysis; modeling pollution levels; and administration of the program. Rider 7 further requires that no more than 10% of the allocation be used for administrative purposes and prohibits the expenditure of the following: marketing and outreach activities, bicycle use programs, carpooling awareness, environmental awareness campaigns, and locally enforceable pollution reduction programs. The grant recipients shall channel the funds to those projects most useful for the State Implementation Plan (SIP). 2. Description of Activities The Performing Party shall use Rider 7 funds in the following performance/subject areas: A. Inventorying Emissions: The Performing Party may expend Rider 7 funding on activities related to inventorying emissions. Emission inventory projects must be approved in advance by the TCEQ and will be limited to those most useful for the State Implementation Plan (SIP). To maintain consistency with the SIP, the Performing Party and its sub-grantees and subcontractors shall use point, area, and mobile source emissions factors and existing program assumptions used by TCEQ when working with emissions inventories (for any purpose) or existing control strategy programs. These assumptions include compliance and/or control effectiveness parameters. B. Monitoring of Pollution Levels: The Performing Party may expend Rider 7 funding on activities related to monitoring of pollution levels. Pollution monitoring projects under this grant should be limited to those most useful for the SIP and must be associated with PM2.5. Grant recipients may use Rider 7 funds to support existing or historically operated ambient air monitoring stations or to establish new ambient air monitoring stations. Other stationary or mobile based monitoring projects are potentially allowed on a case-by-case basis. C. Air Pollution and Data Analysis: The Performing Party may expend Rider 7 funding on activities related to air pollution and data analysis. Air pollution and data analysis projects under this grant should be limited to those most useful for the SIP and must be associated with PM2.5. D. Modeling Pollution Levels: The Performing Party may expend Rider 7 funding on activities related to modeling of pollution levels. Pollution modeling projects under this grant should be limited to those most useful for the SIP and must be associated with PM2.5. 5 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-2"1390 3. Tasks and Deliverables Task 1-Project Management The Performing Party will provide technical and fiscal oversight of the project to ensure all activities and deliverables are acceptable, completed as scheduled and within budget, including ensuring that no more than 10% of costs are spent on administrative expenses. Project management will be documented and provided to the TCEQ Project Manager through a Quarterly Progress Report (QPR) and quarterly Financial Status Reports (FSR). The software standards at are Microsoft Word and Microsoft Excel or a software version to be negotiated at the appropriate time. All electronic copies of documentation shall be supplied in these formats or saved in a format that can be imported in such a way that the document or spreadsheet quality is not distorted. Where conversions from one spreadsheet or one word processing format to another result in changes in the formatting that detract from the presentation quality at minimum or result in significant work in restoring the documents or spreadsheets to presentation quality, the work produced will not be acceptable to TCEQ under this Contract. Subtask 1.1 QPR: The Performing Party will electronically submit QPRs to the TCEQ Project Manager via email. QPRs will document all activities performed, the status of each relevant deliverable, and the costs incurred that quarter. The Performing Party will submit QPRs by the 30th of December, March,June, and September, aligning with the state fiscal quarters. The Final Report deliverable will serve as the final QPR. Subtask 1.2 FSR: The Performing Party will submit FSRs (Attachment A) to the TCEQ Contract Manager in accordance with the Special Terms and Conditions. Subtask 1.3 Contract Communication: The Performing Party's Project Manager, or a knowledgeable designee, must be available for questions from the TCEQ Project Manager at all reasonable times during the performance of work under this Contract, and for at least one month after the Contract has been completed. The Performing Party will maintain regular telephone and/or email communication with the TCEQ Project Manager regarding the status and progress of the project and on any matters that require attention between QPRs. Matters that must be communicated to the TCEQ Project Manager include, but are not limited to: o Notification a minimum of 30 days before the Performing Party has scheduled public meetings or events, or other major Task activities or developments. o Notification within 15 days regarding events or circumstances that may require changes to the Budget, Statement of Work, or Schedule of Deliverables. The Performing Party may need to participate in meetings between the TCEQ, U.S. EPA Region 6, and possibly interested stakeholders either in person or via telephone, internet conference, etc. 6 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 Task 2 - Statement of Work The Performing Party must submit and obtain approval of a Statement of Work detailing the use of Rider 7 funds for inventorying emissions and/or monitoring pollution levels before expending the funds. Subtask 2.1 Statement of Work The Statement of Work must contain the following pieces of information and any others deemed necessary by TCEQ to address the intent of the Contract (e.g., figures, tables, work products, processes, deliverables, etc.) Each of the sections must be named or titled using the following headings: 1. CONTRACT NUMBER, PERFORMING PARTY NAME, AND CONTRACT NAME. 2. PERFORMING PARTY'S PROJECT MANAGER(S): The name(s) and contact information of the project manager(s) to be assigned to the activities under the Contract and the names and contact information of alternate personnel in the event the project manager is unavailable to perform assigned tasks. 3. PERSONNEL ELIGIBILITY LIST: A completed Attachment E: Personnel Eligibility List (PEL). 4. SUBCONTRACTORS or SUBGRANTEES TO BE USED UNDER THIS CONTRACT. 5. QUALITY ASSURANCE/QUALITY CONTROL PROCEDURES. See detail under Subtask 2.2, below. The Statement of Work shall address which technical activities will require a Quality Assurance Project Plan(QAPP). The Performing Party may not commence technical activities until the QAPP is developed and accepted by the TCEQ. 6. TIMELINE: The schedule for the project described by the Contract's Schedule of Deliverables. If there is a conflict with the timeline included in the Contract, the Performing Party must bring this to the attention of TCEQ Project Manager. Please include a PROJECT MILESTONES &WORK (ACTIVITIES) BREAKDOWN STRUCTURE. 7. BUDGET: Complete the Cost Budget form for the Contract. The budget submitted must be sufficiently detailed to allow TCEQ to easily determine the hours, prices, and personnel, by classification, related to each task and deliverable, and must also include a total for the proposed Statement of Work. 8. TECHNICAL APPROACH/METHOD: The technical approach/method for the Statement of Work must contain detailed descriptions of the tasks and deliverables and the dates that deliverables must be provided to the TCEQ by Performing Party. 9. MODELS AND SOFTWARE TO BE USED BY PERFORMING PARTY: Models, software, and any other tools in addition to those already specified in the Contract to be used to complete the project described in the Contract, as well as the documentation procedures where applicable. If a substitute model is proposed, Performing Party must clearly identify that it is being proposed as a substitute and explain why. If it is not specifically approved by TCEQ as a substitute, Performing Party must use the models and software specified in the Contract. 7 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 10. MISCELLANEOUS INFORMATION OR ELEMENTS. If the Performing Party is aware of any additional requirements which will apply to the work being performed, the Performing Party must include them in its Statement of Work. 11. SIGNATURE BY PERFORMING PARTY: The Performing Party must have the Statement of Work signed and dated by a person with the authority to bind the Performing Party to the performance of the Statement of Work (please include the title and printed name of the person signing the Statement of Work). The TCEQ Project Manager will review the Performing Party's Statement of Work and either make comments and suggest changes or approve the Statement of Work as prepared by the Performing Party. Upon TCEQ's approval, the Performing Party's Statement of Work is incorporated into the Contract. If the Performing Party becomes aware of any additional applicable requirements after TCEQ has approved the Statement of Work, the Performing Party shall notify TCEQ and submit a revised Statement of Work. Subtask 2.2 Quality Assurance/Quality Control (QA/QC) Procedures The Performing Party must draft and follow a QAPP. A QAPP addresses the quality assurance process the Performing Party will undertake to ensure the adherence of data or other products to established criteria. The Performing Party is responsible for the content and quality of the QAPPs and their implementation. The QAPPs shall address the technical activities detailed in the Statement of Work following the EPA's Guidance for Quality Assurance Project Plans, EPA QA/G-5. All funded activities shall adhere to the EPA's Guidance for Quality Assurance Project Plans, EPA QA/G-5, and include full documentation of the methods and procedures used. All work performed under this Contract that involves the acquisition of environmental data will be performed in accordance with a TCEQ-approved QAPP. Environmental data includes any measurements or information that describe environmental processes, location, conditions, ecological or health effects and consequences. Environmental data includes information collected directly from measurements, produced from models, and compiled from other sources such as databases or literature. No data collection or other work covered by this requirement will be performed prior to Performing Party's receipt of the QAPP signed by TCEQ and, if necessary, the EPA. Without prejudice to any other remedies available to TCEQ, TCEQ may refuse reimbursement for any environmental data acquisition performed prior to approval of a QAPP by TCEQ and, if necessary, the EPA. Also, without prejudice to any other remedies available to TCEQ, Performing Party's failure to meet the terms of the QAPP may result in TCEQ's suspension of associated activities and non-reimbursement of expenses related to the associated activities. A QAPP for this project must include a formal QA/QC program that will ensure Contract activities and deliverables are of known and acceptable quality. The QA/QC requirements must be consistent with the TCEQ Quality Management Plan. Task 3 - Inventorying emissions, monitoring of pollution levels, air pollution and data analysis, modeling pollution levels, and administration of the program Subtask 3.1 Inventorying Emissions: The Performing Party may expend Rider 7 funding on activities related to inventorying emissions and emission inventory (EI) development defined as: 8 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 1. Updates to applicable source classification code specific activity and population data; 2. Updates to applicable source classification code specific profiles; 3. Updates to EI data element (emissions factors, projection factors, and control efficiencies); 4. The development of updated EIs using the EPA's approved methodologies and modeling applications; and 5. Refinements to the speciation, spatial allocation, and temporal allocation of emissions for SIP modeling. EI projects shall be limited to those most useful for the SIP and associated with PM2.5 under this grant. To maintain consistency with the SIP, the Performing Party and its sub-grantees and subcontractors shall use point, area, and mobile source emissions factors and existing program assumptions used by TCEQ when working with EIs (for any purpose) or existing control strategy programs. These assumptions include compliance and/or control effectiveness parameters. To facilitate use by TCEQ, all non-point EI data developed through these activities should be in CERS XML format or other formats compatible with applicable TCEQ databases. Additionally, EI development shall adhere to the principles and practices of the following: a. Emissions Inventory Guidance for Implementation of Ozone and Particulate Matter National Ambient Air Quality Standards (NAAQS) and Regional Haze Regulations b. Air Emissions Inventory Improvement Program(EIIP) All inventory activities must conclude on or before October 31, 2025. Subtask 3.2 Monitoring of Pollution Levels: The Performing Party may expend Rider 7 funding on activities related to monitoring of pollution levels. Pollution monitoring projects under this grant should be limited to those most useful for the SIP and must be associated with PM2.5. Grant recipients may use Rider 7 funds to support existing or historically operated ambient air monitoring stations or to establish new ambient air monitoring stations. Other stationary or mobile based monitoring projects are potentially allowed on a case-by-case basis. Regarding site access and data hosting: 1. Projects proposing monitoring equipment to be collocated with a TCEQ stationary monitoring site will be subject to approval and may be prohibited based on limitations in existing site agreements with property owners. 2. Projects that include the collection of air quality monitoring data must consider data management as a key component of the project. Reliance upon TCEQ data systems to host or display data collected under a Rider 7 project should not be assumed. All monitoring activities must conclude on or before November 30, 2025. Subtask 3.3 Air Pollution and Data Analysis: The Performing Party may expend Rider 7 funding on activities related to air pollution and data analysis. Air pollution and data analysis projects should be limited to those most useful for the SIP and must be associated with PM2.5 under this grant. 9 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 All air pollution and data analysis activities must conclude on or before October 31, 2025. Subtask 3.4 Modeling Pollution Levels: The Performing Party may expend Rider 7 funding on activities related to modeling pollution levels. Modeling projects should be limited to those most useful for the SIP and must be associated with PM2.5 under this grant. All modeling pollution levels activities must conclude on or before October 31, 2025. Task 4 - Draft and Final Reports The Performing Party shall analyze the results of all projects and work funded under Task 3. The Performing Party shall submit a report to TCEQ that documents the data and findings from all projects and work funded under Task 3. Subtask 4.1 Draft Report: The Performing Party must provide the Draft Report required under in any one or combination of the following: ® as a loose-bound original suitable for copying, with the following number of additional copies: One (1) ❑ on Compact Disc, including all other electronic deliverables ® in an FTP file, including all other electronic deliverables unless another format is specified below, and/or ® other: An electronic format delivered via email in Microsoft Word and/or PDF. The Draft Report shall provide a comprehensive overview of activities undertaken and any data collected and analyzed. The Draft Report must highlight major activities and key findings, provide pertinent analysis, and detail relevant statistics including data, parameter, or model completeness, accuracy and precision. The Draft Report shall include the following components: 1. an executive summary or abstract; 2. a detailed description of all projects funded under Task 3; 3. a detailed discussion of the Performing Party's analyses and findings under Task 4. 4. a discussion of the pertinent accomplishments, shortfalls, and limitations of the activities completed under Task 3; and 5. all data and analyses from projects funded under Task 3 and the Performing Party's evaluation of those results under Task 4. Subtask 4.2 Final Report: The Performing Party will consider all comments received from TCEQ on the Draft Report and prepare a Final Report. The Final Report will be provided in the same format(s) as the Draft Report. 4. Summary Schedule of Deliverables 10 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 Deliverable Deliverable Due Date Project Management (Task 1) Deliverable 1.1: QPRs 1.1 Quarterly by the 30th of December,March,June, & September. Deliverable 1.2: FSRs 1.2 Quarterly by the 30th of December,March,June, & September. Deliverable 1.3: Contract Communication 1.3 As needed Statement of Work&QAPP (Task 2) 2.1 Within thirty(30) calendar Deliverable 2.1: Statement of Work days after this Contract is executed by TCEQ. Deliverable 2.2: QAPP 2.2 Within thirty(30)calendar days after Task 2.1 is approved by TCEQ. Inventorying emissions, monitoring of pollution levels, air pollution and data analysis, modeling pollution levels, and administration of the program(Task 3) 3.1 October 31, 2025 Deliverable 3.1: Inventorying Emissions 3.2 November 30, 2025 Deliverable 3.2: Monitoring of Pollution Levels 3.3 October 31, 2025 Deliverable 3.3:Air Pollution and Data Analysis 3.4 October 31, 2025 Deliverable 3.4: Modeling of Pollution Levels Draft and Final Report (Task 4) Deliverable 4.1: Draft Report 4.1: December 1, 2025 Deliverable 4.2: Final Report 4.2: December 31, 2025 11 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 GENERAL TERMS AND CONDITIONS Revised September 7, 2023 1. CONTRACT PERIOD I.I. Contract Period. The Contract begins on the Effective Date and ends on the Expiration Date as provided on the Contract Signature Page.If no Effective Date is provided, the Effective Date of the Contract is the date of last signature. If no Expiration Date is provided, the Expiration Date is August 31 of the same Fiscal Year in which the Contract is signed. 1.2. Amendments.This Contract is not subject to competitive selection requirements and may be amended by mutual agreement. Except as specifically allowed by the Contract, all changes to the Contract require a written amendment that is signed by both parties. 1.2.1. Material Changes. Material changes to the Contract require a written amendment signed by both parties. These amendments take effect when signed by the Performing Party and TCEQ,unless otherwise designated in the amendment. Material changes include the following: 1.2.1.1. Changes in the total amount of funds in the Budget or the Contract; 1.2.1.2. Changes to the Contract's Expiration Date; 1.2.1.3. Changes to the Scope of Work that affect TCEQ's obligations to the entity providing funding, such as the United States Environmental Protection Agency(EPA), another state or federal agency, or the Texas Legislature; and 1.2.1.4. Changes that affect the material obligations of the Performing Party in this Contract. 1.2.2. Unilateral Amendments. As specifically allowed by the Contract,TCEQ may issue unilateral amendments.Unilateral amendments take effect when issued by TCEQ. 1.2.3. Minor Changes.The TCEQ Contract Manager and/or the TCEQ Project Manager has the authority, without a written amendment, to correct typographical errors; make written Contract interpretations; and make minor, non-material changes to the requirements in the Scope of Work, the Procedures for Work Orders, or the Work Orders (including Proposals for Grant Activities); or as agreed to elsewhere in the Contract.Performing Party must provide TCEQ with a written objection to any Minor Change no later than five(5)business days from the effective date of the Minor Change.A copy of the agreed change shall be retained in the appropriate file by both the Performing Party and TCEQ. 1.2.3.1. Minor,non-material changes include: 1.2.3.1.1. Changes to the schedule in the Scope of Work including an extension of a deliverable due date,not to exceed the expiration date of the Contract; 1.2.3.1.2. Changes to the schedule in the Work Order including an extension of a deliverable due date,not to exceed the expiration date of the Work Order; 1.2.3.1.3. Changes to the individual tasks/activities in the Scope of Work or Work Order,if applicable,that do not substantially change the obligations of the Parties relative to those tasks/activities; 12 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 1.2.4. It is the Performing Party's responsibility to request extensions to the deliverable schedule and other changes that are within the authority of TCEQ. 1.3. Extensions. TCEQ may by unilateral written amendment extend the Expiration Date for a period of up to 90 days. Unless otherwise indicated in the applicable contract amendment, an extension does not extend any other deadlines or due dates other than the expiration of the Contract Period. 2. FUNDS 2.1 Availability of Funds. This Contract and all claims, suits or obligations arising under or related to this Contract are subject to the receipt and availability of funds appropriated by the Texas Legislature for the purposes of this Contract or the respective claim, suit or obligation, as applicable. Performing Party will ensure that this article is included in any subcontract it awards. 2.2 Maximum Authorized Reimbursement. The total amount of funds provided by TCEQ for the Contract will not exceed the amount of the Maximum Authorized Reimbursement, as amended. 2.3 Fiscal Year Restrictions. In order to be reimbursed under this Contract, costs must be incurred during the Contract Period and within the time limits applicable to the funds from which the Contract is being paid. TCEQ is not obligated to extend deadlines to match the maximum period of the funding. 2.4 Grants.If this Contract was entered under the TCEQ's authority to award grants, TCEQ is providing financial assistance to the recipient to undertake its own project. 2.5 No Debt against the State. This Contract is contingent on the continuing appropriation of funds. This Contract shall not be construed to create debt against the State of Texas. 2.6 Abortion Funding Limitation. Performing Party represents and warrants that payments made by TCEQ to Performing Party and Performing Party's receipt of appropriated funds under the Contract are not prohibited by Article IX, Section 6 of the General Appropriations Act,nor by Texas Government Code Chapter 2273 Prohibited Transactions. 2.7 Excluded Parties. Performing Party represents and warrants that it is not listed in the prohibited vendors lists authorized by Executive Order No. 13224, `Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism,"published by the United States Department of the Treasury, Office of Foreign Assets Control. Performing Party will notify TCEQ if it can no longer make this representation. 2.8 COVID-19 Vaccine Passport Prohibition. Under § 161.0085 of the Texas Health and Safety Code, Performing Party certifies that it is not ineligible to receive the Contract and will maintain this certification throughout the term of the Contract. 3. ALLOWABLE COSTS 3.1 Conforming Activities. TCEQ will reimburse the Performing Party for necessary and reasonable Allowable Costs that are incurred and paid by the Performing Party in performance of the Scope of Work as authorized by this Contract in the Cost Budget or Fixed Payment Amounts. 3.2 TxGMS. Allowable Costs are restricted to costs that comply with the Texas Grant Management Standards (TxGMS) and applicable state and federal rules and law. The parties agree that all the requirements of TxGMS apply to this Contract, 13 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 including the criteria for Allowable Costs.Additional federal requirements apply if this Contract is funded, in whole or in part, with federal funds. 4. REIMBURSEMENT 4.1. Reimbursement Requests. Performing Party shall invoice TCEQ to request reimbursement for its Allowable Costs incurred in performing the Scope of Work. Performing Party's invoice shall conform to all reimbursement requirements specified by TCEQ. 4.2. Personnel Eligibility List(PEL). If TCEQ will be reimbursing salary or wages, Performing Party must submit a completed Personnel Eligibility List (PEL) prior to starting activities under this Contract and an updated PEL with any invoice following changes to the information provided in the most recent PEL. If a Contract amendment is necessary due to changes reflected on the PEL,Performing Party must immediately submit an updated PEL with a request to amend the Contract. 4.3. Level-of-Effort Reporting. Performing Party must submit records to support reimbursement requests for exempt employee salaries,where costs are determined based on percentage of the employee's time performing activities. These records must meet the Standards for Documentation of Personnel Expenses in TxGMS or 2 CFR§ 200.430, as applicable based on whether state or federal money is used by TCEQ to fund the grant activities. If TCEQ determines that the records do not comply with the requirements of TxGMS or 2 CFR § 200.430, the Performing Party will work with TCEQ to bring the level of certification into compliance. TCEQ may require the Performing Party to complete the attached Level-of Effort Certification form. The LEC form must be completed and submitted with each invoice, unless otherwise approved by TCEQ in writing. 4.4. Timesheets.The performing Party must retain records of timesheets supporting reimbursement requests for nonexempt employees,which are maintained as part of Performing Party's timekeeping system. Timesheets are not required to be submitted with each request for reimbursement;however, the Performing Party must make timesheets available upon request by TCEQ, as necessary for TCEQ to perform its monitoring requirements and audit purposes. 4.5. Conditional Payments. Reimbursements are conditioned on the Scope of Work being performed in compliance with the Contract. Performing Party shall return payment to TCEQ for either overpayment or activities undertaken that are not compliant with the Scope of Work. This does not limit or waive any other TCEQ remedy. 4.6. No Interest for Delayed Payment. Since the Performing Party is not a vendor of goods and services within the meaning of Texas Government Code Chapter 2251, no interest is applicable for any late payments. 4.7. Release of Claims. As a condition to final payment or settlement, or both, the Performing Party shall execute and deliver to the TCEQ a release of all claims against the TCEQ for payment under this Contract. 4.8. State Agencies/Institutions of Higher Education. If the Performing Party is a state agency or institution of higher education, payments must be made via interagency transaction voucher (ITV); please provide a Recurring Transaction Index (RTI)number on the face of the invoice. For payments that are to be deposited into a local bank account, the following statement must be placed on the face of the invoice: "Funds to be deposited into local bank account." For 14 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 additional information,please refer to the Texas Comptroller's Accounting Policy Statement (APS) 014. S. FINANCIAL RECORDS,ACCESS,AND AUDITS 5.1 Audit of Funds. The Performing Party understands that acceptance of funds under this Contract acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Performing Party further agrees to fully cooperate with the State Auditor's Office or its successor during any audit or investigation, including providing all records requested. Performing Party shall ensure that this clause concerning the audit of funds accepted under this Contract is included in any subcontract it awards. 5.2 Financial Records. Performing Party shall establish and maintain financial records including records of costs of the Scope of Work in accordance with generally accepted accounting practices. Upon request Performing Party shall submit records in support of reimbursement requests. Performing Party shall allow access during business hours to its financial records by TCEQ and other state agencies for the purpose of inspection and audit. Financial records regarding this contract shall be retained for a period of three (3)years after date of submission of the final reimbursement request. 6. PERFORMING PARTY'S RESPONSIBILITIES 6.1 Performing Party's Responsibility for the Scope of Work. Performing Party undertakes performance of the Scope of Work as its own project and does not act in any capacity on behalf of the TCEQ nor as a TCEQ agent or employee. Performing Party agrees that the Scope of Work is performed at Performing Party's sole risk as to the means, methods, design, processes, procedures, and performance. 6.2 Identification and Flow Down Requirements. Any subaward from this Contract by the Performing Party to a subgrantee must be clearly identified as a subaward. The Performing Party must flow down applicable Contract requirements to subgrantees and subcontractors. 6.3 Independent Contractor. The parties agree that the Performing Party is an independent contractor. Nothing in this Contract shall create an employee- employer relationship between Performing Party and TCEQ. Nothing in this Contract shall create a joint venture between TCEQ and the Performing Party. 6.4 Performing Party's Responsibilities for Subcontractors. All acts and omissions of subcontractors, suppliers, and other persons and organizations performing or furnishing any of the Scope of Work under a direct or indirect contract with Performing Party shall be considered to be the acts and omissions of Performing Party. 6.5 No Third Party Beneficiary. TCEQ does not exercise any of its rights and powers under the Contract for the benefit of third parties. Nothing in this Contract shall create a contractual relationship between TCEQ and any of the Performing Party's subcontractors, suppliers, or other persons or organizations with a contractual relationship with the Performing Party. 6.6 Security Requirements. If Performing Party accesses, transmits,uses, or stores TCEQ data: 1) Performing Party shall meet the security controls specified by TCEQ; and 2) Performing Party must annually provide TCEQ documentation demonstrating that it meets the specified TCEQ security requirements. 15 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 6.7 Cybersecurity Training. Performing Party shall ensure that any Performing Party representative(employee, officer, or subcontractor personnel)who has Access to a TCEQ Computer System or Database completes a cybersecurity training program certified by the Texas Department of Information Resources (DIR)under § 2054.519 of the Texas Government Code,when the Contract is executed and annually as applicable. 6.7.1 "Access to TCEQ Computer System or Database" means having a TCEQ network user account or the authorization to maintain, modify, or allow access control to any TCEQ web page, TCEQ computer system, or TCEQ database. 6.7.2 Within seven(7) days after the execution of the Contract, the Performing shall provide a list of persons requiring training to the TCEQ Contract Manager, and thereafter provide an updated list by the first workday of any additional person who becomes subject to the cybersecurity training requirements. For applicable umbrella contracts,Performing Party shall provide a list of any persons requiring training within seven(7) days of issuance of Notice to Proceed/Commence for any Work Order that requires Access to a TCEQ Computer System or Database. 6.7.3 If a Performing Party representative has previously completed a DIR-certified cybersecurity training during a State of Texas fiscal year in which the Contract is effective, Performing Party shall provide evidence that the Performing Party representative completed the required training to the TCEQ Contract Manager within seven(7) days after the execution of the Contract or as applicable, the issuance of a Notice to Proceed/Commence for any Work Order that requires Access to a TCEQ Computer System or Database. 6.7.4 For Contracts that have contract periods that exceed a year (extend beyond August 31 of the year in which they are entered), all persons performing Work under the Contract shall take cybersecurity training renewal each fiscal year after the year in which the contract becomes effective.By August lsteach year, the Performing Party must provide to the TCEQ Contract Manager either: (1) a list of persons that must complete cybersecurity training during the upcoming State of Texas Fiscal Year; or (2) provide evidence that the Performing Party representative completed the required training. Performing Party shall retain in their records, and upon request, provide the TCEQ Contract Manager evidence that the training was successfully completed. 6.7.5 TCEQ will provide access to the cybersecurity training program. Performing Party is responsible for all other costs associated with their representatives completing the training, including time spent completing the training. 6.7.6 Performing Party shall notify the TCEQ Contract Manager within two (2) business days when a person with Access to a TCEQ Computer System or Database no longer needs Access to such Computer System or Database. 6.7.7 TCEQ may terminate the Contract for Cause if Performing Party fails to adhere to any of the above terms,including completing the required certified cybersecurity training or notifying the TCEQ Contract Manager when access is no longer needed. 6.7.8 TCEQ may terminate the Contract for Cause if a Performing Party representative misuses a TCEQ Computer System or Database, including allowing multiple individuals to utilize a single individual's TCEQ network user account. 6.8 Prohibited Technologies. Performing Party certifies that Prohibited Technologies will not be used on any of Performing Party's or its employees', contractors', and 16 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 subcontractors' devices including personally-owned devices, if those devices are used to access state-owned data or information systems. These devices include cell phones, tablets, desktop and laptop computers, and other internet-capable devices. "Prohibited Technologies"refers to software, applications, technologies, hardware, and equipment, and any of the aforementioned items made by the developers or manufacturers on the Prohibited Technologies list located on the Texas Department of Information Resources'web site at: https://dir.texas.gov/information-security/prohibited-technologies.In addition to the DIR list, TCEQ in its sole discretion may designate additional prohibited technologies. 7. TIME AND FORCE MAJEURE 7.1 Time is of the Essence. Performing Party's timely performance is a material term of this Contract. 7.2 Delays. Where Performing Party's performance is delayed, except by Force Majeure or act of the TCEQ, TCEQ may withhold or suspend reimbursement, terminate the Contract for cause, or enforce any of its other rights (termination for convenience may be effected even in case of Force Majeure or act of TCEQ). 7.3 Force Majeure. Force majeure is defined as acts of God,war, fires, explosions, hurricanes, floods, or other causes that are beyond the reasonable control of either party, could not reasonably be foreseen, and by the exercise of all reasonable due diligence, is unable to be overcome by either party. Neither party shall be liable to the other for any failure or delay of performance of any requirement included in the contract caused by force majeure.Upon timely notice by the non-performing party, the time for performance shall be extended for a reasonable period after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. The non-performing party must provide evidence of any failure resulting in impossibility to perform. 8. CONFLICT OF INTEREST 8.1 Performing Party shall have a policy governing disclosure of actual and potential conflicts of interests. Specifically, for work performed under this Contract by Performing Party or any related entity or individual, Performing Party shall promptly disclose in writing to TCEQ any actual, apparent, or potential conflicts of interest, including but not limited to disclosure of: a. Any consulting fees or other compensation paid to employees, officers, agents of Performing Party, or members of their immediate families, or paid by subcontractor or subrecipients; or b. Any organizational conflicts of interest between Performing Party and its subcontractors or subrecipients under a subaward. 8.2 No entity or individual with any actual, apparent, or potential conflict of interest will take part in the performance of any portion of the Scope of Work, nor have access to information regarding any portion of the Scope of Work,without TCEQ's written consent in the form of a unilateral amendment. Performing Party agrees that TCEQ has sole discretion to determine whether a conflict exists, and that a conflict of interest is grounds for termination of this Contract. 9. DATA AND QUALITY 9.1 Quality and Acceptance. All work performed under this Contract must be complete and satisfactory in the reasonable judgment of the TCEQ. All materials 17 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 and equipment shall be handled in accordance with instructions of the applicable supplier, except as otherwise provided in the Contract. 9.2 Quality Assurance. All work performed under this Contract that involves the acquisition of environmental data will be performed in accordance with a TCEQ- approved Quality Assurance Project Plan(QAPP) meeting all applicable TCEQ and EPA requirements. Environmental data includes any measurements or information that describe environmental processes,location, or conditions, and ecological or health effects and consequences. Environmental data includes information collected directly from measurements,produced from models, and compiled from other sources such as databases or literature. No data collection or other work covered by this requirement will be implemented prior to Performing Party's receipt of the QAPP signed by TCEQ and,if necessary, the EPA. Without prejudice to any other remedies available to TCEQ, TCEQ may refuse reimbursement for any environmental data acquisition performed prior to approval of a QAPP by TCEQ and,if necessary, the EPA. Also,without prejudice to any other remedies available to TCEQ, Performing Party's failure to meet the terms of the QAPP may result in TCEQ's suspension of associated activities and non- reimbursement of expenses related to the associated activities. 9.3 Laboratory Accreditation. Any laboratory data or analyses provided under this Contract must be prepared by a laboratory that is accredited by TCEQ according to 30 Texas Administrative Code Chapter 25, subchapters A and B, unless TCEQ agrees in writing to allow one of the regulatory exceptions specified in 30 Texas Administrative Code § 25.6. 10.INTELLECTUAL PROPERTY 10.1. Third Party Intellectual Property. Unless specifically modified in an amendment or waived in a unilateral amendment, Performing Party must obtain all intellectual property licenses expressly required in the Scope of Work, or incident to the use or possession of any deliverable under the Contract. Performing Party shall obtain and furnish to TCEQ: documentation on the use of such intellectual property, and a perpetual, irrevocable, enterprise-wide license to reproduce,publish, otherwise use, or modify such intellectual property and associated user documentation, and to authorize others to reproduce, publish, otherwise use, or modify such intellectual property for TCEQ non-commercial purposes, and other purposes of the State of Texas. 10.2. Grant of License. Performing Party grants to TCEQ a nonexclusive,perpetual, irrevocable, enterprise-wide license to reproduce, publish,modify, or otherwise use for any non-commercial TCEQ purpose any preexisting intellectual property belonging to the Performing Party that is incorporated into any new works created as part of the Scope of Work, intellectual property created under this Contract, and associated user documentation. 11.INSURANCE AND INDEMNIFICATION 11.1 Insurance. Unless prohibited by law, the Performing Party shall require its contractors to obtain and maintain during the Contract Period adequate insurance coverage sufficient to protect the Performing Party and the TCEQ from all claims and liability for injury to persons and for damage to property arising from the Contract. Unless specifically waived by the TCEQ, sufficient coverage shall include Workers Compensation and Employer's Liability Insurance, Commercial Automobile Liability Insurance, and Commercial General Liability Insurance. Before any Performing Party contractor performs any work at a TCEQ facility, Performing Party shall provide TCEQ a Certificate of Insurance for the Contractor's Workers Compensation and Employer's Liability Insurance. 18 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 11.2 Indemnification. TO THE EXTENT AUTHORIZED BY LAW, THE PERFORMING PARTY SHALL REQUIRE ALL CONTRACTORS PERFORMING CONTRACT ACTIVITIES ON BEHALF OF PERFORMING PARTY TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE TCEQ AND PERFORMING PARTY AND THEIR OFFICERS,AND EMPLOYEES, FROM AND AGAINST ALL LOSSES, LIABILITIES, DAMAGES, AND OTHER CLAIMS OF ANY TYPE ARISING FROM THE PERFORMANCE OF CONTRACT ACTIVITIES BY THE CONTRACTOR OR ITS SUBCONTRACTORS, SUPPLIERS AND AGENTS, INCLUDING THOSE ARISING FROM DEFECT IN DESIGN,WORKMANSHIP, MATERIALS, OR FROM INFRINGEMENT OF ANY PATENT, TRADEMARK, OR COPYRIGHT; OR FROM A BREACH OF APPLICABLE LAWS, REGULATIONS, SAFETY STANDARDS, OR DIRECTIVES. THE DEFENSE OF TCEQ SHALL BE SUBJECT TO THE AUTHORITY OF THE OFFICE OF THE ATTORNEY GENERAL OF TEXAS TO REPRESENT TCEQ. THIS CONVENANT SURVIVES THE TERMINATION OF THE CONTRACT. 12.TERMINATION 12.1 Termination for Cause. TCEQ may,upon providing 10 days' written notice and the opportunity to cure to the Performing Party,terminate this Contract for cause if Performing Party materially fails to comply with the Contract including any one or more of the following acts or omissions: nonconforming work, or existence of a conflict of interest. Termination for cause does not prejudice TCEQ's other remedies authorized by this Contract or by law. 12.2 Termination for Convenience. TCEQ may,upon providing 10 days'written notice to the Performing Party, terminate this Contract for convenience. Termination shall not prejudice any other right or remedy of TCEQ or the Performing Party. Performing Party may request reimbursement for: conforming work and timely, reasonable costs directly attributable to termination. Performing Party shall not be paid for: work not performed,loss of anticipated profits or revenue, consequential damages, or other economic loss arising out of or resulting from the termination. 12.3 If, after termination for cause by TCEQ,it is determined that the Performing Party had not materially failed to comply with the Contract, the termination shall be deemed to have been for the convenience of TCEQ. 13.DISPUTES, CLAIMS AND REMEDIES 13.1 Payment as a Release. Neither payment by TCEQ nor any other act or omission other than an explicit written release,in the form of a unilateral amendment, constitutes a release of Performing Party from liability under this Contract. 13.2 Schedule of Remedies available to the TCEQ In accordance with Texas Government Code Chapter 2261 the following Schedule of Remedies applies to this Contract. In the event of Performing Party's nonconformance, TCEQ may do one or more of the following: 13.2.1. Issue notice of nonconforming performance; 13.2.2. Reject nonconforming performance and request corrections without charge to the TCEQ; 13.2.3. Reject a reimbursement request or suspend further payments, or both, pending accepted revision of the nonconformity; 13.2.4. Suspend all or part of the Contract Activities or payments, or both,pending accepted revision of the nonconformity; 19 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 13.2.5. Demand restitution and recover previous payments where performance is subsequently determined nonconforming; 13.2.6. Terminate the contract without further obligation for pending or further payment by the TCEQ and receive restitution of previous payments. 13.3 Opportunity to Cure. The Performing Party will have a reasonable opportunity to cure its nonconforming performance,if possible under the circumstances. 13.4 Cumulative Remedies. Remedies are cumulative; the exercise of any remedy under this Contract or applicable law does not preclude or limit the exercise of any other remedy available under this Contract or applicable law. 14. SOVEREIGN IMMUNITY The parties agree that this Contract does not waive any sovereign immunity to which either party is entitled by law. 15. SURVIVAL OF OBLIGATIONS Except where a different period is specified in this Contract or applicable law, all representations, indemnifications, and warranties made in, required by or given in accordance with the Contract, as well as all continuing obligations indicated in the Contract, survive for four (4)years beyond the termination or completion of the Contract, or until four (4) years after the end of a related proceeding. A related proceeding includes any litigation, legal proceeding, permit application, or State Office of Administrative Hearings proceeding, which is brought in relation to the Contract or which in TCEQ's opinion is related to the subject matter of the Contract. Either party shall notify the other of any related proceeding if notice of the proceeding has not been provided directly to that other party. 16.UNIFORM ASSURANCES 16.1 Uniform Assurances. Performing Party assures compliance with the following uniform assurances from TxGMS, as applicable to this Contract. Other assurances from TxGMS may be included elsewhere in this Contract. 16.1.1 Performing Party represents and warrants its compliance with Texas Government Code Section 2054.5191 relating to the cybersecurity training program for local government employees who have access to a local government computer system or database. 16.1.2 Performing Party certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management (SAM) maintained by the General Services Administration. 16.1.3 Performing Party agrees that any payments due under the Contract shall be applied towards any debt or delinquency that is owed to the State of Texas. 16.1.4 Performing Party represents and warrants that it will comply with Texas Government Code Section 2252.906 relating to disclosure protections for certain charitable organizations, charitable trusts,and private foundations. 16.1.5 In accordance with Texas Government Code Section 669.003, relating to contracting with the executive head of a state agency, Performing Party certifies that it is not (1) the executive head of the TCEQ, (2) a person who at any time during the four years before the date of the Contract was the executive head of the TCEQ, or (3) a person who employs a current or former executive head of the TCEQ affected by this section. 20 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 16.1.6 Performing Party acknowledges and agrees that appropriated funds may not be expended in the form of a grant to, or contract with, a unit of local government unless the terms of the grant or contract require that the funds received under the grant or contract will be expended subject to the limitations and reporting requirements similar to those provided by the following: • Parts 2 and 3 of the Texas General Appropriations Act,Art. IX, except there is no requirement for increased salaries for local government employees; • Sections 556.004, 556.005, and 556.006 of the Texas Government Code; and • Sections 2113.012 and 2113.101 of the Texas Government Code. 16.1.7 Performing Party represents and warrants that TCEQ's payments to Performing Party and Performing Party's receipt of appropriated or other funds under the Contract are not prohibited by Texas Government Code Section 556.0055 which restricts lobbying expenditures. 16.1.8 Performing Party represents and warrants that in the administration of the Contract,it will comply with all conflict of interest prohibitions and disclosure requirements required by applicable law, rules, and policies, including Texas Local Government Code Chapter 176. If circumstances change during the course of the contract or grant, Performing Party shall promptly notify TCEQ. 16.1.9 Performing Party represents and warrants its compliance with Chapter 551 of the Texas Government Code which requires all regular, special or called meeting of a governmental body to be open to the public, except as otherwise provided by law. 16.1.10 Performing Party represents and warrants that it does not perform political polling and acknowledges that appropriated funds may not be granted to, or expended by, any entity which performs political polling. 16.1.11 Performing Party certifies that it has not received a final judicial determination finding it intentionally adopted or enforced a policy that prohibited or discouraged the enforcement of a public camping ban in an action brought by the Attorney General under Local Government Code §364.003. If Performing Party is currently being sued under the provisions of Local Government Code §364.003, or is sued under this section at any point during the duration of this grant, Performing Party must immediately disclose the lawsuit and its current posture to the TCEQ. 16.1.12 Performing Party represents and warrants that it will comply with Texas Government Code Section 321.022,which requires that suspected fraud and unlawful conduct be reported to the State Auditor's Office. 17. CONTRACT INTERPRETATION 17.1 Definitions.The word"include" and all forms such as "including" mean "including but not limited to" in the Contract and in documents issued in accordance with the Contract, such as Work Orders or Proposals for Grant Activities (PGAs). 17.2 Headings. The headings of the sections contained in this Contract are for convenience only and do not control or affect the meaning or construction of any provision of this Contract. 17.3 Delivery of Notice. Notices are deemed to be delivered three(3) working days after postmarked if sent by U.S. Postal Service certified or registered mail,return receipt requested. Notices delivered by other means are deemed delivered upon 21 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 receipt by the addressee. Routine communications may be made by first class mail, email, or other commercially accepted means. 17.4 Interpretation of Time. All days are calendar days unless stated otherwise. Days are counted to exclude the first and include the last day of a period. If the last day of the period is a Saturday or Sunday or a state or federal holiday, it is omitted from the computation. 17.5 State,Federal Law. This Contract is governed by, and interpreted under the laws of the State of Texas, as well as applicable federal law. 17.6 Severability. If any provision of this Contract is found by any court, tribunal, or administrative body of competent jurisdiction to be wholly or partly illegal, invalid,void or unenforceable, it shall be deemed severable (to the extent of such illegality,invalidity, or unenforceability) and the remaining part of the provision and the rest of the provisions of this Contract shall continue in full force and effect. If possible, the severed provision shall be deemed to have been replaced by a valid provision having as near an effect to that intended by the severed provision as will be legal and enforceable. 17.7 Assignment. No delegation of the obligations,rights, or interests in the Contract, and no assignment of payments by Performing Party will be binding on TCEQ without its written consent, except as restricted by law. No assignment will release or discharge the Performing Party from any duty or responsibility under the Contract. 17.8 Venue. Performing Party agrees that the Contract is being performed in Travis County, Texas,because this Contract has been performed or administered, or both, in Travis County, Texas. The Performing Party agrees that any cause of action involving this Contract arises solely in Travis County, Texas. 17.9 Publication. Performing Party agrees to notify TCEQ five (5) days prior to the publication or advertisement of information related to this Contract. Performing Party agrees not to use the TCEQ logo or the TCEQ graphic as an advertisement or endorsement without written permission signed by the appropriate TCEQ authority. 17.10 Waiver. With the exception of an express, written waiver in the form of a unilateral amendment signed by TCEQ, no act or omission will constitute a waiver or release of Performing Party's obligation to perform conforming Contract Activities. No waiver on one occasion, whether expressed or implied, shall be construed as a waiver on any other occasion. 17.11 Compliance with Laws. TCEQ relies on Performing Party to perform all Contract Activities in conformity with all applicable laws, regulations, and rules and obtain all necessary permits and licenses. 17.12 Counterparts. This Contract may be signed in any number of copies. Each copy when signed is deemed an original and each copy constitutes one and the same Contract. 17.13 Accessibility. All electronic content and documents created as deliverables under this Contract must meet the accessibility standards prescribed in 1 Texas Administrative Code §§ 206.50 and 213 for state agency web pages, web content, software, and hardware, unless TCEQ agrees that exceptions or exemptions apply. 22 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 Cost Budget To be completed by Performing Party and submitted with Schedule of Work Cooperative Reimbursement Contract for State Agencies and Local Governments 1. Budget. Authorized budgeted expenditures for work performed are as follows: Portion that is Budget Cost for Work to be Administrative Category Performed Costs (must be 10% or less of Total) Salary/Wages $0.00 Fringe Benefits $0.00 Travel $0.00 Supplies $0.00 Equipment $0.00 Contractual $0.00 Construction $0.00 Other $0.00 Indirect Costs $0.00 Total j $0.00 2. Indirect Cost Reimbursable Rate. The reimbursable rate for this Contract is %of (check one): ❑ salary and fringe benefits ❑ modified total direct costs ❑ other direct costs base If other direct cost base, identify: This rate is less than or equal to (check one): ❑ Predetermined Rate—an audited rate that is not subject to adjustment. ❑ Negotiated Predetermined Rate—an experienced-based predetermined rate agreed to by Performing Party and TCEQ. This rate is not subject to adjustment. ❑ Default Rate—a standard rate of ten percent of salary/wages may be used in lieu of determining the actual indirect costs of the service. 23of42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 3. Other. If Budget Category "Other" is greater than $25,000 or more than 10% of budget total, identify the main constituents: 4. Travel. In order to be reimbursable, travel costs must be specifically authorized in advance of the travel. Travel costs will be reimbursed only in the amount of actual costs, up to the maximum allowed by law for employees of the State of Texas at the time the cost is incurred. 5. Budget Categories. The Budget Categories above have the definitions, requirements and limitations stated in TxGMS. Construction costs are not reimbursable without prior, specific written authorization from TCEQ. 6. Budget Control. a. Cumulative transfers equal to or less than 10% of the Total Budget. Performing Party may transfer amounts between the approved direct cost budget categories so long as cumulative transfers from direct cost budget categories during the Contract Period do not exceed ten percent (10%) of the Total Budget amount. Performing Party must timely submit a Budget Revision Request (BRR) Form reflecting the revised budget. Upon approval by TCEQ, the BRR will be incorporated into this Contract as though it is a document revised under General Term and Condition Section 1.2. The 10% limit does not reset with the approval of each BRR. It resets when an amendment is signed by the parties reflecting changes to the budget. b. Cumulative transfers greater than 10%of the Total Budget. TCEQ must pre-approve in writing all budget revisions that result in the cumulative transfer from direct cost budget categories of funds greater than 10% of the Total Budget during the Contract Period. The Performing Party must request to amend the Contract. A contract amendment is required before Performing Party incurs these costs. c. Performing Party may not transfer amounts to budget categories containing zero dollars without TCEQ pre-approval in writing. 7. Invoice Submittal. Unless otherwise stipulated in the Contract, invoices must be submitted to the individual named in the Notices, Project Representatives and Records Location document at monthly intervals. Final invoices shall be submitted within two (2) calendar months after completing the Scope of Work activities. TCEQ may unilaterally extend this deadline by e-mail. a. All invoices must be submitted in a format that clearly shows how the budget control requirement is being met. 8. Supporting Records. Performing Party shall submit records and documentation to TCEQ as appropriate for the review and approval of reimbursing costs. TCEQ may reject invoices without appropriate supporting documentation. TCEQ has the right to request additional documentation such as expenses for the invoice period, year-to-date expenses, projected totals for the year (or applicable contract period), percent of budget spent to date, and percentage of budget projected to be spent. Performing Party shall maintain records subject to the terms of this Contract. 9. Indirect Costs. Performing Party's indirect costs will be reimbursed at the reimbursable rate entered above. If no reimbursable rate is shown above, indirect costs are not reimbursable under this Contract. The reimbursable rate must be less than or equal to the rate authorized under TxGMS. To the extent that the reimbursable rate is lower than Performing Party's actual indirect costs, Performing Party is contributing its unreimbursed 24 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 indirect costs to the successful performance of this Contract, and waives any right it may have to reimbursement of those costs (if this Contract requires matching funds, Performing Party may claim its unreimbursed indirect costs as part or all of its match). Performing Party must fund all unreimbursed indirect costs from other funds. It is the Performing Party's responsibility to ensure that unreimbursed indirect costs are not charged to other projects which do not benefit from them, and that it uses funding sources that may be properly used to fund its unreimbursed costs. 25 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 Notices, Project Representatives and Records Location PROJECT TITLE: RIDER 7 PM2.5 LOCAL AIR QUALITY PLANNING GRANT 1. Representatives. The individual(s)named below are the representatives of TCEQ and Performing Party. They are authorized to give and receive communications and directions on behalf of the TCEQ and the Performing Party as indicated below. All communications including official contract notices must be addressed to the appropriate representative or his or her designee. 2. Changes in Information. Either party may change its information in this Notices, Project Representatives and Records Location document by providing notice to the other parry's representative for contractual matters. 3. TCEQ Representatives TCEQ CONTRACT MANAGER TCEQ PROJECT MANAGER (for Contractual Matters) (for Technical Matters) Amy Fountain Macayla Coleman Contract Specialist Project Coordinator Title Title Texas Commission on Environmental Texas Commission on Environmental Quality Quality P.O.Box 13087 P.O. Box 13087 MC-164 MC-206 Austin, Texas 78711-3087 Austin, Texas 78711-3087 Telephone No. (512) 239-1236 Telephone No. (512) 239-4986 Facsimile No. (512) 239-1500 Facsimile No. (512) 239-1500 Email Address: Email Address: Amy.Fountain@tceq.texas.gov Macayla.Coleman@tceq.texas.gov 4. Performing Party Representatives. For Contractual Matters For Technical Matters Vicki Joel Skidmore Finance Grants Manager Air Quality Specialist Title Title Telephone No. (361) 826-3406 Telephone No. (361) 826-1564 Facsimile No. (361) 826-1330 Facsimile No. (361) 826-1330 Email Address: vickyg4cctexas.com Email Address: joels4C@cctexas.com 5. Invoice Submittal. Invoices must be submitted to the TCEQ Contract Manager, unless another recipient is identified below: ❑ TCEQ Project Manager /❑TCEQ Disbursements Section/® Other: Invoice_AQD@tceq.texas.gov 26 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 6. Designated Location for Records Access and Review. The Performing Party designates the physical location indicated below for record access and review pursuant to any applicable provision of this Contract: City Hall, Accounting Operations Office 1201 Leopard Street Corpus Christi TX 78401 (City/ State ZIP) 27 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 Attachment A: Financial Status Report (FSR) 28 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 Texas Commission on Environmental Quality FINANCIAL STATUS REPORT STATE AGENCY ORGANIZATION UNIT 1. TO WHICH REPORT IS SUBMITTED: 2. GRANT/CONTRACT TITLE: 3. PAYEE IDENTIFICATION NUMBER: 4. RECIPIENT ORGANIZATION(NAME AND COMPLETE ADDRESS, INCLUDING ZIP CODE) 5. TCEQ CONTRACT NUMBER: 6. FINAL REPORT: YES NO 7. ACCOUNTING BASIS: CASH ACCRUAL 8. TOTAL PROJECT/GRANT PERIOD: 9. PERIOD COVERED BY THIS REPORT: FROM TO FROM TO 10. BUDGET CATEGORIES: Approved Project Cost Cumulative Balance** Budget This Report Project Cost a Personnel/Salary b Fringe Benefits Travel d Supplies e Equipment Contractual g Construction h Other iTotal Direct Costs(Sum a-h) j Indirect Costs kTotal(Sum of i&j) List (Itemize) on the appropriate supplemental form all component expenses comprising the total for each of these categories. Please attach receipts,as required,in accordance with your contract. *'Negative balances in any of the budget categories should be explained in a brief accompanying narrative. 11. CERTIFICATION I certify to the best of my knowledge and belief that this report is correct and complete and that all outlays and unliquidated obligations are for the purposes set forth in the award document. Signature of Authorized Certifying Official Typed or Printed Name and Title Telephone(Area code,number and ext.) Date Submitted 29 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 ITEMIZATION OF EQUIPMENT AND CONTRACTUAL COSTS EQUIPMENT PURCHASES (during this report period) NUMBER ITEM DESCRIPTION UNIT TOTAL TASKS PURCHASED (Should match description provided for approval) COST COST TOTAL EQUIPMENT EXPENDITURES(must agree with line 10e on Form 20248) $ CONTRACTUAL EXPENDITURES (during this report period) SUBCONTRACTOR (NAME) FOR COST(THIS PERIOD) TASKS TOTAL CONTRACTUAL EXPENDITURES (must agree with line 1 Of on Form 20248) $ *LEGIBLE PURCHASE ORDER AND/OR INVOICES MUST BE ATTACHED TO THIS FORM FOR EACH LISTED ITEM OR EXPENDITURE. 30 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 ITEMIZATION OF CONSTRUCTION COSTS CONSTRUCTION COSTS (during this report period) DESCRIPTION PURPOSE COST(THIS PERIOD) TASKS TOTAL CONSTRUCTION EXPENDITURES(must agree with line 10g on Form 20248) $ *LEGIBLE DOCUMENTATION MUST BE ATTACHED FOR ALL LISTED EXPENDITURES. 31 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 ITEMIZATION OF SUPPLY AND OTHER COSTS SUPPLIES PURCHASED (during this report period) NUMBER ITEM DESCRIPTION UNIT TOTAL TASKS PURCHASED (Should match description provided for approval) COST COST TOTAL SUPPLY EXPENDITURES(must agree with line 10d on Form 20248) $ OTHER EXPENDITURES (during this report period) NUMBER DESCRIPTION UNIT TOTAL TASKS PURCHASED COST COST TOTAL OTHER EXPENDITURES(must agree with line 1 Oh on Form 20248) $ *LEGIBLE RECEIPTS OR OTHER SUBSTANTIATING DOCUMENTATION MAY BE ATTACHED FOR EXPENDITURES THAT EQUAL OR EXCEED $500. 32 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 ITEMIZATION OF PERSONNEL/SALARY AND TRAVEL COSTS PERSONNEL/SALARY EXPENDITURES (during this report period) EMPLOYEE NAME TITLE/POSITION SALARY(THIS TASKS PERIOD TOTAL PERSONNEL/SALARY EXPENDITURES(must agree with line 10a on Form 20248) TRAVEL EXPENDITURES (during this report period) DESCRIPTION REASON COST(THIS PERIOD TASKS TOTAL TRAVEL EXPENDITURES (must agree with line 10c on $ Form 20248) *SUBSTANTIATING DOCUMENTATION (time sheets,travel receipts, etc.)MAY BE REQUIRED TO BE ATTACHED TO THIS FORM 33 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 Financial Status Report Preparation Instructions 1. The PERFORMING PARTY, in order to obtain reimbursement for those expenditures authorized under this Contract,shall submit, a completed, legible TCEQ Financial Status Report(TCEQ Form 20248)and any required TCEQ Supplemental 20248 forms. Unless directed otherwise in the Contract, the PERFORMING PARTY shall submit such payment request documents by not later than twenty-one (21)days after the close of each state fiscal year quarter. The reporting periods shall also correspond to the State of Texas fiscal year quarters (September-November; December-February, March-May; June-August). Each Financial Status Report shall indicate, for each budget sub-category the PERFORMING PARTY'S project expenditures for the period in question, the cumulative expenditures with respect to each budget sub-category, and the balance remaining in each budget sub-category following reimbursement of the amount being requested. A quarterly Financial Status Report is required even if no expenses were incurred during the report period. 2. All requests for reimbursement of expenditures that fall within either the"Equipment"or"Contractual"categories of the Contracts Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 20248-1 and identified with respect to the major tasks or objectives,set forth in the Scope of Work, that such expenditures support or satisfy. In addition,the PERFORMING PARTY shall attach, for each reimbursable cost listed on Supplemental Form 20248-1, legible documentation that(1)serves to further identify the specific piece of equipment received or the services provided, (2)clearly identifies the vendor or subcontractor who provided the equipment or services, and (3)that confirms the reimbursable amount listed on the form. In the case of equipment purchases,the attached documentation shall be either a purchase order marked"received/paid"or a vendor-submitted invoice similarly marked. In the case of subcontractor provided services, the documentation shall consist of a dated invoice that shows the amount billed to the PERFORMING PARTY and any"past due"amount from previous invoices. 3. All requests under this Contract for the reimbursement of expenditures that fall within the"Construction"category of the Contracts Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 20248-2 and identified with respect to the major tasks or objectives,set forth in the Scope of Work,that such expenditures support or satisfy. In addition,the PERFORMING PARTY shall attach, for each reimbursable cost listed on Supplemental Form 20248-2, legible documentation that(1)serves to further identify the specific cost, (2)clearly identifies the vendor or subcontractor who provided the construction related materials or services, and (3)that confirms the reimbursable amount listed on the form. The attached documentation shall be either a purchase order marked "received/paid"or an invoice similarly marked. In the case of subcontractor provided construction services, the documentation shall consist of a dated invoice that shows the amount billed to the PERFORMING PARTY and any"past due" amount from previous invoices. 4. All requests for the reimbursement of expenditures that fall within either the "Supply"or"Other"categories of the Contracts Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 20248-3 and identified with respect to the major tasks or objectives,set forth in the Scope of Work, that such expenditures support or satisfy. In addition,for any single-listed item or service costing more than $500, the PERFORMING PARTY shall attach, for each reimbursable cost listed on Supplemental Form 20248-3, legible documentation that(1)serves to further identify the specific items or services, (2)clearly identifies the vendor or subcontractor who provided the items or services, and (3)that confirms the reimbursable amount listed on the form. Although issued purchase orders and/or invoices marked "received/paid" represent the preferred types of documentation for purposes of this section,the PERFORMING PARTY may substitute/attach other records or documents that provide the same type of information. The PERFORMING PARTY shall not intentionally break up single orders of identical or similar items, materials or supplies simply for the purpose of avoiding the above requirement to provide confirming documentation when submitting reimbursement requests to the TCEQ. 5. All requests for reimbursement of expenditures that fall within either the"Personnel/Salary"or"Travel"categories of the Contracts Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 20248-4 and identified with respect to the major tasks or objectives, set forth in the Scope of Work, that such expenditures support or satisfy. Although no supporting documentation is required to be attached to Supplemental Form 20248-4 with respect to reported"Personnel/Salary"expenditures in order to receive reimbursement, the PERFORMING PARTY is expected to maintain signed time sheets that can serve to verify the total,overall hours of staff time being directly billed to this Contract. With respect to employee travel, all costs listed on Form 20248-4 must be supported by attached documentation that identifies the name of the travelers, and that substantiates the reported reimbursable costs. Documentation, for the purpose of substantiating travel-related costs, includes the following: (1) legible copies of the PERFORMING PARTY-approved travel vouchers,signed by the employees who traveled, and (2)for any travel-related expenses under this contract borne directly by the PERFORMING PARTY(and thus forwhich reimbursement by the PERFORMING PARTY to the traveler was not required)separate receipts showing, at a minimum, the traveler's name, the travel location, and the travel date(s). 6. When a single expenditure supports or satisfies more than one task or objective, the PERFORMING PARTY need not breakdown that particular expenditure by specific contract task or objective but may simply identify, in relative cost order, the various tasks or objectives supported. 34 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 Attachment B: Release of Claims (Must be returned with last invoice per the General Term and Condition titled Release of Claims) 35 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Conditional Final Waiver and Release of Claims Upon receipt and clearance of payment from the Texas Commission on Environmental Quality (TCEQ) in the sum of $ , which constitutes final payment to [Performing Party's Name] (hereinafter referred to as "Performing Party"), Performing Party and its successors and assigns, release, discharge and relinquish the TCEQ, its officers, agents, and employees from all claims, known or unknown, arising out of or relating to TCEQ Contract Number (Contract). It is expressly agreed and understood that this conditional FINAL waiver and release of all claims is effective, without any further action of any party, only upon clearance of final payment to Performing Party in the above- mentioned amount. Performing Party warrants that it has completed all activities described in the Contract. Executed on this day of , 20 By: (signature) (name) (title) 36 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 Attachment C: Budget Revision Request (Must be returned as specified in the Cost Budget) 37of42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 BUDGET REVISION REQUEST FORM Purpose:To document recipient organization's proposed budget changes to ensure project deliverables are met and fiscal accountability. Prior TCEQ review and approval is required before incurring specific costs resulting in cumulative transfers of more than 100/6 of the total budget. Instructions:Complete 1.-8. Total the amounts. 1.Recipient Organization(Name&Complete Address Including Zip Code): 2.Grant/Contract Title: 3.Payee Identification No.: 4.TCEQ Contract No.: 5.Total Project/Grant Period: 6.Budget Categories: 7.Approved Budget 8.Change Requested(+or 9.New or Revised Budget a.Personnel/Salaries b.Fringe Benefits c.Travel d.Supplies e.Equipment f. Contractual g. Construction h. Other i.Total Direct Costs(sum a-h) j.Indirect Costs( %x$ [Base: Salary)] k.Total(sum i&j) Justification(Attach additional sheets,if necessary): Budget Revision Request must contain all signatures to be approved/valid*** Signature of Recipient's Representative Date Type or Printed Name and Title Signature of TCEQProject Manager Date Type or Printed Name and Title Signature of TCEQ Contract Manager Date Type or Printed Name and Title 38 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 Attachment D: Level-of-Effort Certification (Certification(s) must be returned with each invoice if required per the General Term and Condition titled Level-of-Effort Certification (LEC)) 39 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 Level-of-Effort Certification [Month] 20[XX] Employee Name: [Name] Project Actual Activities Performed Activity for Which Employee was Compensated (%of Total Hours Worked) TCEQ Contract Nos. 5 8 2-XX-XXXXX X 582-XX-XXXXX X 582-XX-XXXXX X 582-XX-XXXXX X 582-XX-XXXXX X 582-XX-XXXXX X Other Projects X (Not Related to TCEQ Contracts/Grants) The information listed above is true and correct. TCEQ may request additional information. Employee Name Supervisor Name Employee Signature Supervisor Signature Date Date 40 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number:582-24-01390 Attachment E: Personnel Eligibility List (Must be returned per the General Term and Condition titled Personnel Eligibility List (PEL)) 41 of 42 TCEQ Contract Name:City of Corpus Christi Rider 7 PM2.5 Local Air Quality Planning Grant Contract Number.582-24-01390 Personnel Eligibility List (PEL) Performing Party: Date: Initial Staff Name or Date Added Date Estimated "Vacant" Position or Title to PEL Removed Time to from PEL Contract (%or hrs)* *Only provided for estimation purposes and may be different from actual hours worked. 42 of 42 se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of June 25, 2024 ss52 Second Reading for the City Council Meeting of July 16, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health FauziaK(o-)-cctexas.com 361-826-7202 Acceptance of the Tuberculosis Prevention and Control Grant for the Corpus Christi — Nueces County Public Health District in the amount of$114,925.00 with a cash match of$22,985.00 and appropriation of the funds for the contract period of September 1, 2024, through August 31, 2025. CAPTION: Ordinance authorizing acceptance and future amendments of a Tuberculosis Prevention and Control Grant for $114,925.00 with a cash match of$22,985.00 from the Department of State Health Services (DSHS); appropriating $137,910.00 to provide funding activities in support of tuberculosis prevention and control services for the period September 1, 2024, through August 31, 2025, authorizing two existing FTE's funded by this grant. SUMMARY: The Texas Department of State Health Services (DSHS) has awarded a grant contract in the amount of$137,910.00 to provide for personnel costs and other expenses to offer services and associated activities to prevent and control tuberculosis in the City of Corpus Christi and Nueces County. The grant covers 100% of the funding for two full-time Public Health Tech I positions. Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of $9,670 for the salary of the TB Program Manager and $13,315 for the TB Public Health Registered Nurse. BACKGROUND AND FINDINGS: The Tuberculosis (TB) Prevention and Control Grant has been annually awarded to the Corpus Christi-Nueces County Public Health District for over a decade. TB prevention and control services include laboratory testing, interferon gamma release assays, cold-box shipping of sputum samples, Accurint database searches, ordering and distribution of medications and supplies for the treatment of TB, therapeutic drug monitoring, drug resistance testing, nursing case management, disease surveillance, and program evaluation support. ALTERNATIVES: Refuse the grant and discontinue offering state-supported services to prevent and control tuberculosis. FISCAL IMPACT: Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% in the amount of$22,985.00. The match is included in the CCNCPHD general fund budget. The total contract value for this grant is $137,910.00. FUNDING DETAIL: Fund: 1066 Health Grants Organization/Activity: 89 Grants & Capital Project Funds / 830525F TB Prevention Combined State and Federal Department Number: 15 Health Project # (CIP Only): N/A Account: N/A Fund: 1020 General Fund Organization/Activity: 12616 TB Clinic — Health Dept Department Number: 44 Health Project # (CIP Only): N/A Account: N/A RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract No. HHS001437400015 Presentation Ordinance authorizing acceptance and future amendments of a Tuberculosis Prevention and Control Grant for $114,925.00 with a cash match of $22,985.00 from the Department of State Health Services (DSHS); appropriating $137,910.00 to provide funding activities in support of tuberculosis prevention and control services for the period September 1, 2024, through August 31, 2025. 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 enter into Contract No. HHS001437400015 under the Tuberculosis ("TB") Prevention and Control Grant with the Department of State Health Services (DSHS) for a grant in the amount of $114,925.00, with a cash match of $22,985.00. SECTION 2. Funds in the amount of $114,925.00 are accepted and appropriated in the Health Grants Fund No. 1066, and funds in the amount of $22,985.00 are appropriated from the General Fund #1020 to be used to provide tuberculosis prevention and control services for the period of September 1 , 2024, through August 31 , 2025. 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 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 , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 1 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 INTERLOCAL COOPERATION CONTRACT DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS001437400015 TUBERCULOSIS PREVENTION AND CONTROL COMBINED—STATE AND FEDERAL GRANT PROGRAM THE DEPARTMENT OF STATE HEALTH SERVICES ("System Agency" or "DSHS") and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT ("Local Government"or"Grantee"), each a "Party" and collectively the "Parties," enter into the following contract to provide federal and state funding for Tuberculosis Prevention and Control services (the "Contract") pursuant to the provisions of the"Interlocal Cooperation Act," Chapter 791 of the Texas Government Code. I. PARTIES System A2ency Local Government Department of State Health Services Corpus Christi-Nueces County Public Health Attention: Lauren Miller District 1100 W. 49th Street, MC 1990 Attention: Fauzia Khan Austin, Texas 78756 1702 Horne Road Lauren.miller(2dshs.texas.gov Corpus Christi, Texas 78416 fauziakkcctexas.com II. STATEMENT OF SERVICES TO BE PROVIDED The Parties agree to cooperate to provide necessary and authorized services and resources in accordance with the terms of this Contract. Specific services provided are described in Attachment A—Statement of Work. III. CONTRACT PERIOD AND RENEWAL The Contract is effective on September 1, 2024, or the signature date of the latter of the Parties to sign this Contract, whichever is later, and terminates on August 31, 2025, unless renewed, extended, or terminated pursuant to the terms and conditions of the Contract. The System Agency,at its own discretion,may extend this Contract subject to terms and conditions mutually agreeable to both Parties. The Contract may be renewed for up to four(4)additional one- year periods, with renewal initiated at the sole discretion of System Agency. Continued funding of the Contract in future years is contingent upon the availability of funds and the satisfactory performance of the Local Government during the prior Contract period. Funding may vary and is subject to change each renewal period. Reimbursement will only be made for those allowable expenses that occur within the term of the Contract. IV. AMENDMENT The Parties to this Contract may modify this Contract only through the execution of a written amendment signed by both Parties. DSHS Contract No.HHS001437400015 Page 1 of 10 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 V. CONTRACT AMOUNT AND PAYMENT FOR SERVICES The total Federal amount of this Contract will not exceed $58,018.00. This includes System Agency's Federal share of$48,348.00 and Grantee's required Federal match amount of$9,670.00. The total State amount of this Contract will not exceed$79,892.00. This includes System Agency's State share of$66,577.00 and Grantee's required State match amount of$13,315.00. The total amount of this Contract will not exceed $137,910.00. All expenditures under this Contract will be in accordance with Attachment B, FY25 Budget. Indirect Cost Rate: The Grantee's acknowledged or approved Indirect Cost Rate (ICR) is contained within ATTACHMENT B,FY25 BUDGET and either the ICR Acknowledgement Letter, ICR Acknowledgement Letter—Ten Percent De Minimis,or the ICR Agreement Letter is attached to this Contract and incorporated as ATTACHMENT H,INDIRECT COST RATE LETTER. If an Indirect Cost Rate Letter is required but it is not issued at the time of Contract execution,the Parties agree to amend the Contract to include the Indirect Cost Rate Letter as ATTACHMENT H and revise ATTACHMENT B when the Indirect Cost Rate Letter is issued. If the System Agency, at its sole discretion, approves or acknowledges an updated indirect cost rate,the new rate,together with the revised ICR Acknowledgement Letter,ICR Acknowledgement Letter — Ten Percent De Minimis, or the ICR Agreement Letter, will be included in the revised ATTACHMENT H and amended ATTACHMENT B. VI. ADDITIONAL GRANT INFORMATION GRANTEE'S UNIQUE ENTITY IDENTIFIER IS: XETBTPKCL895 Federal funding under this Contract is a subaward under the following federal award. In accordance with 2 CFR 200.332(A), any of the following information that is not available at the time of Contract execution will be provided via email once available. Federal Award Identification Number (FAIN): NU52PS910188 Assistance Listings Title, Number, and Dollar Amount: Project Grants and Cooperative Agreement for Tuberculosis Control Programs, 93.116, $38,135,656.00 A. Federal Award Date: 04/05/2024 B. Federal Award Period: 1/l/2020— 12/31/2024 C. Name of Federal Awarding Agency: Centers for Disease Control and Prevention D. Federal Award Project Description: Tuberculosis Elimination and Laboratory Cooperative Agreement—Prevention & Control E. Awarding Official Contact Information: Mrs. Shanica Railey F. Total Amount of Federal Funds Awarded to System Agency: $38,135,656.00. G. Amount of Funds Awarded to Grantee: $137,910.00 H. Identification of Whether the Award is for Research and Development: No DSHS Contract No.HHS001437400015 Page 2 of 10 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 VII. LEGAL NOTICES Legal Notices under this Contract shall be deemed delivered when deposited either in the United States mail,postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: System Agency Department of State Health Services 1100 W. 49th Street, MC 1919, M526 Austin, Texas 78756 Attention: General Counsel With a copy to: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe,Mail Code 1100 Austin, Texas 78751 Local Government Corpus Christi-Nueces County Public Health District 1702 Horne Road Corpus Christi, Texas 78416 Attention: Fauzia Khan Notice given in any other manner shall be deemed effective only if and when received by the Party to be notified. Either Party may change its address for receiving legal notice by notifying the other Party in writing. VIII. CERTIFICATIONS The undersigned contracting Parties certify that: (1) The services specified above are necessary and essential for activities that are properly within the statutory functions and programs of the affected agencies of state government; (2) Each Parry executing this Contract on its behalf has full power and authority to enter into this Contract; (3) The proposed arrangements serve the interest of efficient and economical administration of state government; and (4) The services contracted for are not required by Section 21, Article XVI of the Constitution of Texas to be supplied under a contract awarded to the lowest responsible bidder. The System Agency further certifies that it has statutory authority to contract for the services described in this Contract under Texas Health and Safety Code Chapter 12 or 1001. DSHS Contract No.HHS001437400015 Page 3 of 10 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 IX. INCORPORATION OF ATTACHMENTS The following attached documents are hereby fully incorporated into the Contract: • ATTACHMENT A: STATEMENT OF WORK; • ATTACHMENT B:FY25 BUDGET; • ATTACHMENT C:UNIFORM TERMS AND CONDITIONS—GRANT,VERSION 3.3 (NOVEMBER 2023); • ATTACHMENT D: CONTRACT AFFIRMATIONS,VERSION 2.3(AUGUST 2023); • ATTACHMENT E:DATA USE AGREEMENT—LOCAL CITY AND COUNTY ENTITIES(OCTOBER 23,2019); • ATTACHMENT F:FEDERAL ASSURANCES(NON-CONSTRUCTION PROGRAMS); • ATTACHMENT G:FFATA CERTIFICATION FORM; and • ATTACHMENT H:INDIRECT COST RATE LETTER. SIGNATURE PAGE FOLLOWS. DSHS Contract No.HHS001437400015 Page 4 of 10 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO.HHS001437400015 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT Signature Signature Printed Name Printed Name Title Title Date Date ATTACHMENTS FOLLOW. DSHS Contract No.HHS001437400015 Page 5 of 10 DocuSign Envelope ID:6188EC80-OF85-470B-95D8-2BA5EF8BF320 ATTACHMENT A STATEMENT OF WORK L Grantee Responsibilities Grantee will: A. Establish parameters in which local health departments (LHDs) receiving state funds will deliver services to maintain an effective infrastructure that promotes consistent public health practices for the health and well-being of Texans. B. Comply with all applicable federal and state statutes and regulations, policies, and guidelines, as revised. C. Comply with the most current version of the DSHS Tuberculosis Work Plan that is currently available online and can be accessed at: hLtps://www.dshs.texas.gov/disease/tb/Trograms.shtm9woLkplan. D. Provide matching funds of no less than 20% of the total budget reflected in the Contract. E. Provide match at the required percentage or DSHS may withhold payments, use administrative offsets, or request a refund from Grantee until such time as the required match ratio is met.No federal or other grant funds can be used as part of meeting the match requirement. F. Ensure no DSHS funds or matching funds are used for: 1. Entertainment, or 2. Sectarian worship, instruction, or proselytization. G. Not lapse more than 1% of the total funded amount on both state and federal funds of the Contract. During the term of this Contract, DSHS reserves the right to decrease funding amounts as a result of the Grantee's budgetary shortfalls and/or due to the Grantee lapsing more than 1% of total funds. H. Maintain and adjust the spending plan throughout the Contract term to avoid lapsing funds. I. Maintain staffing levels to meet required activities of the Contract and to ensure all funds in the personnel category are expended. J. Agree to read the Texas Grant Management Standards (TxGMS), which is currently available online and can be accessed at: hLtps://comptroller.texas.gov/purchasing/grant- managemen , and work with DSHS staff regarding the management of funds received under this Contract. K. Enter all collected TB information into the DSHS-designated state TB information system, DSHS Contract No.HHS001437400015 Page 6 of 10 DocuSign Envelope ID:6188EC80-OF85-470B-95D8-2BA5EF8BF320 including all data fields on the Report of Verified Case of Tuberculosis (TB340), any laboratory results received locally, and any additional clinical information, according to documented timelines and specifications. Data entered into DSHS data systems will be considered submitted to DSHS. II. Federal Requirements Grantee will use federal funds under this Contract to support any of the following core TB control front-line activities: 1. Directly observed therapy (DOT); 2. Outpatient services (tuberculin skin testing, chest radiography,medical evaluation, treatment); 3. Class B immigrant evaluation and treatment; 4. Contact Investigation, evaluation and treatment; 5. Cohort Review; 6. Surveillance; 7. Reporting; 8. Data analyses; 9. Cluster investigations; 10. Provider education and training; and 11. Patient incentives. Grantee will ensure no federal funds or matching funds are used for: 1. Medication purchases 2. Inpatient clinical care (hospitalization services or clinical services) 3. Entertainment 4. Furniture 5. Equipment 6. Sectarian worship, instruction, or proselytization III.Performance Measures DSHS will monitor the Grantee's performance of the requirements set forth within the Statement of Work(Attachment A)and compliance with the Contract's terms and conditions. If Grantee fails to meet any of the performance measures, Grantee will respond to any finding in a written narrative explaining the barriers and the plan to address those barriers. This requirement does not excuse any violation of this Contract, nor does it limit DSHS as to any options available under the Contract regarding breach. IV.Invoice and Payment A. Grantee will request payments using the State of Texas Purchase Voucher (FormB-13) located at htt2://www.dshs.texas.gov/grants/forms/bl3fonn.doc. The voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Department of State Health Services DSHS Contract No.HHS001437400015 Page 7 of 10 DocuSign Envelope ID:6188EC80-OF85-470B-95D8-2BA5EF8BF320 Claims Processing Unit, MC 1940 1100 West 491h Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL,: invoicesgdshs.texas.gov and CMSinvoiceskdshs.texas.gov B. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. C. Support documents must align with the approved budget in all cost categories. D. Grantee must submit final Financial Status Report (FSR) and final reimbursement or payment request no later than thirty (30) calendar days following the end of the Contract term. V. Programmatic Reporting Requirements Report Name Frequency Period Begin Period End Due Date Annual Progress Report Annually Sept. 1, 2024 August 31, 2025 April 1, 2025 Financial Status Report Biannually Sept. 1, 2024 Feb. 28, 2025 March 31, 2025 FSR FSR Biannually March 1, 2025 August 31, 2025 September 30, 2025 Final Quarter-Match Annually June 1, 2025 August 31, 2025 September 30, 2025 Reimbursement/ Certification Form ("Form B-13A" Cohort Review Periods and Submission Schedule Cohort period cases counted in: Are reviewed and reported by: First quarter(Jan 1 —Mar 31) current year Mar 31 of the following year Second quarter(Apr 1 —Jun 30) current year Jun 30 of the following year Third quarter(Jul 1 — Sep 30) current year Sep 30 of the following year Fourth quarter(Oct 1 —Dec 31) current year Dec 31 of the following year Submission Instructions: Annual Report: Submit program reports to the TB Reporting Mailbox: TB C ontractReportingkdshs.texas.gov Financial Reports (FSRs, B-13s, and B-13A) Department of State Health Services Claims Processing Unit, MC 1940 DSHS Contract No.HHS001437400015 Page 8 of 10 DocuSign Envelope ID:6188EC80-OF85-470B-95D8-2BA5EF8BF320 1100 West 49th Street P.O. Box 149347 Austin, Texas 78714-9347 Fax: (512) 458-7442 Email: invoices2dshs.texas.gov and CMSinvoicesLdshs.texas.gov (Remainder of Page Intentionally Left Blank) DSHS Contract No.HHS001437400015 Page 9 of 10 DocuSign Envelope ID:6188EC80-OF85-470B-95D8-2BA5EF8BF320 ATTACHMENT B FY25 BUDGET Budget FY25 Budget Category DSHS Funds Cash Match Category Total Personnel $75,250.00 $22,985.00 $98,235.00 Fringe Benefits $39,675.00 $0.00 $39,675.00 Travel $0.00 $0.00 $0.00 Equipment $0.00 $0.00 $0.00 Supplies $0.00 $0.00 $0.00 Contractual $0.00 $0.00 $0.00 Other $0.00 $0.00 $0.00 Total Direct Costs $114,925.00 $22,985.00 $137,910.00 Indirect Costs $0.00 $0.00 $0.00 Totals: $114,925.00 $22,985.00 $137,910.00 DSHS Contract No.HHS001437400015 Page 10 of 10 DocuSign Envelope ID:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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 Parry 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 "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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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 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 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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. R 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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 parry could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such parry is unable to overcome. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 24 of 28 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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-parry 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 HEALTH AND HUMAN SERVICES Contract Number HHS001437400015 Attachment D CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations, HHS includes both the Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). System Agency refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees (referred to as "Contractor")regardless of their business form (e.g., individual,partnership, corporation). By entering into this Contract, Contractor affirms, without exception, understands, and agrees to comply with the following items through the life of the Contract: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractor's principals, officers, directors, shareholders, partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Contract and any related Solicitation. 2. Complete and Accurate Information Contractor represents and warrants that all statements and information provided to HHS are current, complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Public Information Act Contractor understands that HHS will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material prepared and submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 4. Contracting Information Requirements Contractor represents and warrants that it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J (Additional Provisions Related to Contracting Information), Chapter 552 of the Government Code, may apply to the Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 1 of 14 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as') Texas County(s) for Assumed Business Name (d/b/a or `doing business as') Attach Assumed Name Certificate(s) filed with the Texas Secretary of State and Assumed Name Certificate(s),if any, for each Texas County Where Assumed Name Certificate(s) has been filed. Signature of Authorized Representative Date Signed Printed Name of Authorized Representative Title of Authorized Representative First, Middle Name or Initial, and Last Name Physical Street Address City, State, Zip Code Mailing Address,if different City, State, Zip Code Phone Number Fax Number Email Address DUNS Number Federal Employer Identification Number Texas Identification Number (TIN) Texas Franchise Tax Number Texas Secretary of State Filing Number SAM.gov Unique Entity Identifier (UEI) Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 14 of 14 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 HHS DATA USE AGREEMENT This Data Use Agreement("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR"). ARTICLE 1. PURPOSE;APPLICABILITY;ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information.45 CFR 164.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996,Public Law 104-191 (42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments,regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition,the following terms in this DUA are defined as follows: "Authorized Purpose"means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User"means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 1 of 15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 (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 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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 or offered under Texas Government Code Sec. 2054.519(f). (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.ER. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b);164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 3 of 15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and(2). (G) CONTRACTOR is directly responsible for compliance with,and enforcement of, all conditions for creation, maintenance,use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5);42 CFR 431.300, et seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request.CONTRACTOR will provide PHI to an Individual, or 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). (J) If PHI is subject to this Agreement,CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations.45 CFR 164.504(e)(2)(ii)(G) and 164.528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA,it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 4 of 15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if: 45 CFR 164.504(e)(4)(A). (1) Disclosure is Required by Law,provided that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR 164.504(e)(4)(ii)(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law,all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been 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) HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5of15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306;164.530(c) (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry (SPI) at Attachment I . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (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). HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 6 of 15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308; 164.316;164.514(d);164.530(i)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received,used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308;164.514(d). (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of,PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws.A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level.If required by rule,regulation or law,HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security.All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system,media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation,audit or the Discovery of an Event or Breach. Otherwise,requested production of such proof will be made as agreed upon by the parties.De-identification of HHS Confidential Information is a means of security. With respect to de-identification of PHI, "secure" means de-identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312;164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates,receives, maintains,uses, discloses,has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: • Title 1,Part 10, Chapter 202, Subchapter B, Texas Administrative Code; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 7 of 15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 • The Privacy Act of 1974; • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 —Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (NIST) Special Publication 800-66 Revision I —An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A —Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law,regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying Information it creates,receives,maintains,uses,transmits,destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 8 of 15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 (A) CONTRACTOR will cooperate fully with HHS in investigating,mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues,until all effects of the Event are mitigated to HHS's reasonable satisfaction(the "incident response period"). 45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery,or in a timeframe otherwise approved by HHS in writing,initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice.No later than two business days after the Initial Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available:For(a)-(m)below:45 CFR 164.400414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; (c) A brief description of the Event or Breach; including how it occurred and who is responsible (or hypotheses,if not yet determined); HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 9of15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 (d) A brief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; (f) Identification of and number of all Individuals reasonably believed to be affected,including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age,telephone number, and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm,including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); 0) The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identify, describe or estimate the Persons, Workforce, Subcontractor,or Individuals and any law enforcement that may be involved in the Event or Breach; (1) A reasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business days or as otherwise directed by HHS, including information about risk estimations,reporting,notification,if any,mitigation, corrective action,root cause analysis and when such activities are expected to be completed; and HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 10 of 15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 (m) Any reasonably available,pertinent information,documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation,Response and Mitigation.45 CFR 164.308,310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the final assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures,as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals,regulators or third-parties, as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all regulatory requirements regarding the time, manner and content of any notification to Individuals, regulators or third-parties, or any notice required by other state or federal authorities, including without limitation, notifications required by Texas Business and Commerce Code, Chapter 521.053(b) and HIPAA. HHS shall have ten (10)business days to provide said feedback to CONTRACTOR. Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number, if required by applicable law, rule, or regulation, for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 11 of 15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made.If there are delays outside of CONTRACTOR's control,CONTRACTOR will provide written documentation of the reasons for the delay. (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto,is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation,receipt,maintenance,use, disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create, maintain,transmit,use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities,systems,books and records of CONTRACTOR to monitor compliance with this DUA.For purposes of this subsection,HHS's agent(s)include,without limitation,the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6.04 Term; Termination of DUA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shall be extended or amended concurrent with such extension or amendment. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 12 of 15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately,and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation,the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible,HHS shall report the violation to the Secretary of the U.S.Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is 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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 13 of 15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply.Accordingly, CONTRACTOR agrees that HHS will,in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages,to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity, and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self-insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA.Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each parry will bear their own legal expenses and the other cost incurred in that action or proceeding. 6.09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change,waiver, or discharge is sought to be HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 14 of 15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. 6.10 Automatic Amendment and Interpretation If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information, or (ii) any change in the judicial or administrative interpretation of any such law,regulation or rule„ upon the effective date of such change,this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes.Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 15 of 15 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 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:6188EC80-OF85-470B-95D8-2BA5EF8BF320 9. Will comply, as applicable, with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act(40 U.S.C. §§276a to 276a-7), the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended(16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act(40 U.S.C. §§327- (identification and protection of historic properties), and 333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974(16 U.S.C. §§469a-1 et seq.). 10. Will comply, if applicable, with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of requirements of Section 102(a) of the Flood Disaster human subjects involved in research, development, and Protection Act of 1973(P.L. 93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15� Will comply with the Laboratory Animal Welfare Act of insurable construction and acquisition is$10,000 or more. 1966(P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research, teaching, or prescribed pursuant to the following: (a) institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO) 11514; (b) notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which facilities pursuant to EO 11738; (c) protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990; (d) evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988; (e)assurance of 17 Will cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133, Act of 1972(16 U.S.C. §§1451 et seq.); (f) conformity of "Audits of States, Local Governments, and Non-Profit Federal actions to State(Clean Air) Implementation Plans Organizations." under Section 176(c)of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g) protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws, executive orders, regulations, and policies Drinking Water Act of 1974, as amended (P.L. 93-523); governing this program. and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93- 19. Will comply with the requirements of Section 106(g) of 205). the Trafficking Victims Protection Act(TVPA)of 2000, as amended (22 U.S.C. 7104)which prohibits grant award 12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from (1) Engaging in severe 1968(16 U.S.C. §§1271 et seq.) related to protecting forms of trafficking in persons during the period of time components or potential components of the national that the award is in effect(2) Procuring a commercial wild and scenic rivers system. sex act during the period of time that the award is in effect or(3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE APPLICANT ORGANIZATION DATE SUBMITTED Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 "� TES Texas Department of State }Serviceslth d Human Services Health Services Fiscal Federal Funding Accountability and Transparency Act ( FFATA) The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact: (Name, Email and Phone Number): Primary Address of Contractor: Zip Code: 9-digits required www.usps.com Unique Entity ID (UEI): This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.aov (VIN) - 14 digits: Printed Name of Authorized Representative: Signature of Authorized Representative Title of Authorized Representative Date Signed 1 Department of State Health Services Form 4734—April 2022 Contract Management Section DocuSign Envelope ID:6188EC80-OF85-470B-95D8-2BA5EF8BF320 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 I If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No", answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? Yes ❑ No ❑ B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? Yes ❑ No ❑ If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes ❑ No If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: z Department of State Health Services Form 4734 -April 2022 Contract Management Section DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 TEXAS Texas HHS Indirect Cost Rate Group Health and Human Services https://texashhs.secure.force.com/GranteeLanding Page DATE: October 12, 2023 TIN: 1746000574 CONTACT NAME: City of Corpus Christi GRANTEE: Judy Sandroussi ADDRESS: PO Box 9277 Corpus Christi, Texas 78469 The indirect cost rate(s) contained herein are for use on grants with Federal, State, or both governments to which 2 CFR Part 200 - Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards or the State of Texas Uniform Grant Management Standards apply, subject to the limitations contained in the sections below. SECTION HHS System Issued Rate Next RATE PERIOD Rate Applicable To Proposal Rate Type Start Date End Date Rate Base Due Fixed with Oct 1 2023 Sep 30, 2024 21.60% ** Direct Health Department Apr 1, 2024 Carry-forward Salaries **If the indirect cost rate for the next fiscal year is not approved prior to the new fiscal year, use this rate as a billing rate until a new rate is established. ICR Proposals must be submitted in accordance with the above timelines to continue recovering indirect costs. Rate Base Details Direct Salaries means total direct salaries and wages, excluding fringe benefits. The rate applies to all programs administered by the non-federal entity. To determine the amount of indirect costs to be billed under this agreement, direct salaries and wages should be summed and multiplied by the rate. All other program costs, including fringe benefits associated with direct salaries, should be eliminated. • N 2: ACCOUNTING TREATMENT OF FRINGE BENEFITS COST Accounting Methods Fringe Benefit N/A Rate: Fringe TMRS(Retirement), FICA, Health Insurance, and Life Insurance. Benefits: Paid Vacation, Sick leave Absences: HHS Indirect Cost Rate Agreement V080423 1 DocuSign Envelope ID:6188EC80-OF85-470B-95D8-2BA5EF8BF320 • N 3: Deadlines for • • • Submissions Your FY2025Fixed with Carry-forward ICR proposal with the FY2023carry-forward adjustment must be submitted via the Landing Page for Subrecipients no later than April 1, 2024 Please provide your FY2023 audit report* along with the ICR Proposal Packet. Select the "Submit ICR Proposal" option to upload all required documents. The proposal packet must be submitted on the HHS Indirect Cost Rate Group approved ICR Proposal Packet templates. Select "Technical Assistance" to request copies of the approved templates. *Your audit should include a Schedule of Indirect Costs. The Schedule of Indirect Costs must show the incurred expenses versus the recovered expenses for the carry-forward calculation. Please see the enclosed example. • N 4: KEY GUIDELINES AND CONDITIONS A. LIMITATIONS: Use of the rate(s) contained in the Agreement is subject to all statutory or administrative limitations and is applicable to a given Federal award or contract only to the extent that funds are available. Acceptance of the rate(s) agreed to herein is predicated upon the following conditions: (1) that no costs other than those incurred by the grantee were included in its indirect cost pool as finally accepted and that such incurred costs are legal obligations of the grantee and allowable under the governing cost principles, (See 2 CFR 200, Subpart E); (2) Unallowable costs have been adjusted appropriately when allocating costs identified in the proposal; (3) that the same costs that have been treated as indirect costs have not been claimed as direct costs; (4) that similar types of costs have been accorded consistent treatment; and (5) that the information provided by the grantee which was used as a basis for acceptance of the rate(s) agreed to herein is not subsequently found to be materially inaccurate; (6) that a restricted rate or limit to the indirect cost rate or amount is not required under the enabling statute or by the cognizant federal agency; (7) indirect costs may only be recovered to the extent direct costs were incurred; and (8) the rates cited in this Agreement may be subject to audit. Indirect cost elements and the type of distribution base used in computing the rates are subject to revision when a final rate is negotiated to settle the provisional rate or if unusual circumstances affect the negotiated predetermined rate. In such situations, the rate(s) may be subject to renegotiation at the discretion of the cognizant agency. B. CHANGES IMPACTING THE INDIRECT COST RATE PROPOSAL: This agreement is based on the organizational structure and the accounting methodology purported by the grantee to be in effect during the Agreement period. Changes which affect the amount of reimbursement resulting from the use of this Agreement require prior approval from the cognizant organization. Failure to obtain approval may result in subsequent cost disallowance. To notify us of organizational changes which impact the indirect cost rate, please submit a Technical Assistance request at the Landing Page referenced in Section 3 of this agreement. HHS Indirect Cost Rate Agreement V080423 2 DocuSign Envelope ID:6188EC80-OF85-47OB-95D8-2BA5EF8BF320 C. NOTIFICATION TO FEDERAL AND STATE AGENCIES: A copy of this document may be provided by the grantee to other Federal or State funding sources as a means of notifying them of the Agreement contained herein. D. APPLICATION OF INDIRECT COST RATE TO EXISTING GRANTS: Indirect costs charged to a grant by means other than the rate(s) cited in this Agreement should be adjusted to the applicable rate cited herein. E. GOVERNMENT COMMISSIONS (REGIONAL PLANNING COMMISSIONS, COUNCILS OF GOVERNMENT, ETC): Title 12 of Texas Local Government Code §391.0115(e) limits your organization's indirect costs to 15% or less of your organization's total expenditures. SECTIONDEFINITIONS A. Fixed Carry-forward and Adjustments: A fixed carry-forward rate means an indirect cost rate which has the same characteristics as a predetermined rate, except that the difference between the estimated costs and the actual, allowable costs of the period covered by the rate is carried forward as an adjustment to the rate computation of a subsequent period. When the actual costs for this period are determined, an adjustment will be made to a rate of a future year(s) to compensate for the difference between the costs used to establish the fixed rate and actual costs. SECTIONOF GRANTEE COGNIZANT AGENCY Judy Sandroussi Texas Health and Human Services Commission Grantee Name Agency Name Title Controller Racheal Kane, Federal Funds Director Name of Grantee Signature Authority Name of Agency Signature Authority Rah p Digitally signed by Racheal Kane An 4i CI I a l Kane Date:2023.10.12 15:56:36-05'00' Grant a Si nat Agency Signature HHS Indirect Cost Rate Agreement V080423 3 DocuSign Certificate Of Completion Envelope Id:6188EC80OF8547OB95D82BA5EF8BF320 Status: Sent Subject: Please DocuSign: HHS001437400015;Corpus Christi; Base;Signature Packet.pdf Source Envelope: Document Pages:74 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: 167.137.1.15 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 5/17/2024 11:03:56 AM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Dr. Fauzia Khan Sent:5/17/2024 11:11:27 AM fauziak@cctexas.com Resent:5/17/2024 12:57:19 PM Director of Public Health Viewed: 5/17/2024 1:01:16 PM CCNCPHD Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Dr. Fauzia Khan fauziak@cctexas.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Susana Garcia susana.garcia@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 Josh Hutchison josh.hutchison@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 CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sandy Clark sandy.clark@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign dante Gonzalez danteg@cctexas.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/17/2024 11:11:27 AM Envelope Updated Security Checked 5/17/2024 12:57:18 PM Envelope Updated Security Checked 5/17/2024 12:57:18 PM Payment Events Status Timestamps Ordinance Ordinance authorizing acceptance and future amendments of a Tuberculosis Prevention and Control Grant for $114,925.00 with a cash match of $22,985.00 from the Department of State Health Services (DSHS); appropriating $137,910.00 to provide funding activities in support of tuberculosis prevention and control services for the period September 1 , 2024, through August 31 , 2025. City Council June 25, 2024 Background and Summary TB Prevention and Control Services: • TB prevention and control services include laboratory testing, interferon gamma release assays, cold-box shipping of sputum samples, Accurint database searches, ordering and distribution of medications and supplies for the treatment of TB, therapeutic drug monitoring, drug resistance testing, nursing case management, disease surveillance, and program evaluation support. o September 1 , 2024, through August 31 , 2025 City Council June 25, 2024 Fiscal Impact and Staff Recommendation Fiscal Impact: TB Prevention and Control Services grant amount of $114,925.00. • Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20%. The match is included in the CCNCPHD general fund budget. • Grant cash match amount is 22,985.00. • The grant provides funding for two full-time Public Health Tech I positions. Total Operating budget is $137,910.00. Staff Recommendation: Approval of the two-reading ordinance. City Council June 25, 2024 se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of June 25, 2024 ss52 Second Reading for the City Council Meeting of July 16, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health FauziaK(o-)-cctexas.com 361-826-7202 Acceptance of the HIV Surveillance Grant for the Corpus Christi — Nueces County Public Health District in the amount of $43,570.00 and appropriation of the funds for the contract period of September 1, 2024, through August 31, 2025. CAPTION: Ordinance appropriating $43,570.00 from an increase in the HIV Surveillance Grant Program administered by the Department of State Health Services (DSHS) for the period September 1, 2024, through August 31, 2025, to provide HIV surveillance and control services, authorizing one existing FTE position funded by this grant. SUMMARY: To be used to provide for personnel costs, supplies, and other expenses to offer HIV Disease Surveillance services and associated activities to prevent and control HIV within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). This grant provides funding for a Public Health Technician II. BACKGROUND AND FINDINGS: The Texas Department of State Health Services ("DSHS") has awarded a grant contract in the amount of$43,570.00 for FY25 to provide for personnel costs, supplies, and other expenses to offer services and associated activities to prevent and control HIV within the jurisdiction of the CCNCPHD. The grant amendment allows staff to continue to conduct disease surveillance and work in conjunction with medical providers to ensure linkage to care for new cases of HIV/AIDS, and relink patients previously diagnosed with HIV to long term medical care. This is the second amendment to this grant which now brings the total contract value to $127,300.00. ALTERNATIVES: Refuse the grant and discontinue offering services to prevent and control HIV in the community. FISCAL IMPACT: There is no fiscal impact. The grant requires no match. All positions are 100% grant funded. If accepted the total contract value for this grant is $127,300.00. FUNDING DETAIL: Fund: 1066 Health Grants Organization/Activity: 89 Grants & Capital Project Funds / 830823S HIV Surveillance FY24-25 Department: 15 Health Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001186300001 Ordinance Presentation Ordinance appropriating $43,570.00 from an increase in the HIV Surveillance Grant Program administered by the Department of State Health Services (DSHS) for the period September 1, 2024, through August 31, 2025, to provide HIV surveillance and control services. Whereas, the City Manager or designee (Director of the CCNCPHD) is authorized to execute any future amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and Whereas, the Texas Department of State Health Services has awarded an additional $43,570.00 for Contract No. HHS001186300001 to provide HIV surveillance and control services. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: Section 1: Funds in the amount of$43,570.00 are appropriated in Health Grants Fund 1066 to provide HIV surveillance and control services for the period of September 1 , 2024, through August 31 , 2025. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 1 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS001186300001 AMENDMENT No. 2 EXTENSION The DEPARTMENT OF STATE HEALTH SERVICES ("DSHS" or "System Agency") and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT("Grantee"), who are collectively referred to herein as the "Parties," to that certain agreement for services to control and prevent the spread of Sexually Transmitted Infections (STIs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome(HIV/AIDS)and viral hepatitis and denominated as DSHS Contract No. HHS001186300001 effective September 1, 2022 (the"Contract"), as amended, now desire to amend the Contract. WHEREAS,DSHS desires to exercise its option to extend the Contract term for state fiscal year 2025; Whereas, DSHS desires to increase the Contract amount to pay for services delivered during fiscal year("FY") 2025; and Whereas,DSHS desires to update certain Contract terms and conditions. NOW,THEREFORE, the Parties hereby amend and modify the Contract as follows: 1. SECTION III of the Contract, DURATION, is hereby amended to reflect a revised termination date to August 31, 2025. 2. SECTION IV of the Contract, BUDGET, is hereby amended to revise the first paragraph to read as follows: The total amount of this Contract will not exceed $127,300.00. Grantee is not required to provide matching funds. The amount payable to Grantee during state fiscal year 2025 will not exceed the amount in Attachment B,Budget(Effective September 1, 2024) and all Contract-related expenditures must be in accordance with the budget categories. 3. ATTACHMENT A of the Contract, STATEMENT OF WORK (EFFECTIVE SEPTEMBER 1, 2023), is hereby deleted in its entirety and replaced with ATTACHMENT A, STATEMENT OF WORK(EFFECTIVE SEPTEMBER 1,2024). 4. ATTACHMENT B of the Contract, BUDGET (AMENDED FEBRUARY 2023), is hereby deleted in its entirety and replaced with ATTACHMENT B, BUDGET (EFFECTIVE SEPTEMBER 1,2024). 5. ATTACHMENT C of the Contract, HHS UNIFORM TERMS AND CONDITIONS — GRANT, VERSION 2.2, is hereby deleted in its entirety and replaced with ATTACHMENT C,HHS UNIFORM TERMS AND CONDITIONS—GRANT,VERSION 3.3. DSHS Contract No.HHS001186300001 Page 1 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 6. ATTACHMENT D of the Contract,CONTRACT AFFIRMATIONS v.2.0, is hereby deleted in its entirety and replaced with ATTACHMENT D,CONTRACT AFFIRMATIONS v.2.3. 7. This Amendment No. 2 shall be effective as of September 1, 2024. 8. Except as amended and modified by this Amendment No. 2, all terms and conditions of the Contract, as amended, shall remain in full force and effect. 9. Any further revision to the Contract shall be by written agreement of the Parties. SIGNATURE PAGE FOLLOWS DSHS Contract No.HHS001186300001 Page 2 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 SIGNATURE PAGE FOR AMENDMENT No. 2 DSHS CONTRACT No.HHS001186300001 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI NUECES COUNTY PUBLIC HEALTH By: By: Printed Name: Printed Name: Title: Title: Date of Signature: Date of Signature: THE FOLLOWING ATTACHMENTS ARE ATTACHED AND INCORPORATED AS PART OF THE CONTRACT: ATTACHMENT A STATEMENT OF WORK(EFFECTIVE SEPTEMBER 1,2024) ATTACHMENT B BUDGET(EFFECTIVE SEPTEMBER 1,2024) ATTACHMENT C HHS UNIFORM TERMS AND CONDITIONS—GRANT,VERSION 3.3 ATTACHMENT D CONTRACT AFFIRMATIONS V.2.3 ATTACHMENTS FOLLOW DSHS Contract No.HHS001186300001 Page 3 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 ATTACHMENT A STATEMENT OF WORK (EFFECTIVE SEPTEMBER 1, 2024) I. GRANTEE RESPONSIBILITIES GRANTEE WILL: A. Provide System Agency with active surveillance and reporting activities for Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS). Perform all activities under this Contract in accordance with the terms of this Contract and detailed budget, as approved by System Agency. Grantee must receive advance written approval from System Agency before varying from any of these requirements and must notify all staff working on activities of any such changes under this Contract within forty- eight(48)hours of System Agency approval of changes. For the purpose of this Contract, "HIV infection" and"AIDS" are as defined by the Centers for Disease Control and Prevention (CDC) of the United States Public Health Service, MMWR Recommendations and Reports, April 11, 2014/63(RR3), 1-10, located at hLtp://www.cdc.gov/mmwL/pdf/ff/rr6303.pd . B. Perform the following: 1. STAFF TRAININGS a. Grantee will document to System Agency that all project staff (i.e., working on activities under this Contract)have received training on: Time for completion and Staff Status Training renewal Notice of Completion Due within 10 days of completion of Data Security and course to HIV Surveillance New Confidentiality Within 30 days of start of Coordinator and TB/HIV/STD Employees Training employment Section Security Officer within 10 days of completion of Data Security and course to HIV Surveillance Confidentiality Within 12 months of previous Coordinator and TB/HIV/STD Existing Staff Training training Section Security Officer Within 10 days of completion of New HIV Surveillance Within first 2 weeks of course to HIV Surveillance Employees Training Modules employment Coordinator and Site Consultant Within 10 days of completion of HIV Surveillance Biannually after first course to HIV Surveillance Existing Staff Training Modules completion Coordinator and Site Consultant DSHS Contract No.HHS001186300001 Page 4 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 At least One New or Monthly Standing Existing Staff HIV Surveillance Member (HARS Call)calls N/A N/A At least One New or Existing Staff HIV/STD Bi-Annual Member Conference N/A N/A Annual HIV All Funded Surveillance Staff Workshop N/A N/A At least One All Ad-Hoc training, New or conferences or Existing Staff symposiums and Member meetings N/A N/A b. Ensure training on Grantee employees' Standard of Conduct (Grantee will submit these training documents to System Agency within fourteen (14) days of the effective date of this Contract). c. Ensure completion of System Agency Data Security and Confidentiality training course within thirty (30) days of beginning work on this Contract. d. Ensure completion of annual refresher training course on confidentiality requirements/confidential information security (i.e., within one year of having taken the previous confidentiality and security course) and submit appropriate documentation to the HIV Surveillance Coordinator and TB/HIV/STD Section Security Officer via email within ten (10) days of completing each course. e. Ensure that all project staff working on activities under this Contract have completed all HIV Surveillance Modules located at http://www.dshs.texas.gov/hivstd/training/surveiIlance.shtm. New staff should complete these trainings within their first two weeks of employment and bi- annually thereafter. f. Ensure existing staff will be required to take the HIV Surveillance Modules biannually. g. Require at least one staff member to attend training, conferences, symposiums, and meetings, as directed by System Agency. h. Provide at least one surveillance staff person to participate in standing monthly HIV Surveillance conference calls held by System Agency, as directed. i. Ensure all funded surveillance staff participate in the annual HIV Surveillance workshop, when provided by System Agency. DSHS Contract No.HHS001186300001 Page 5 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 j. Work with System Agency staff regarding the management of funds received under this Contract. k. Staff Requirements. 1. Within thirty (30) days of the effective date of this Contract, supply System Agency with a copy of each job description for which a portion or all of the salary is paid under this Contract. 2. Notify the System Agency Program within forty-eight (48) hours of any personnel actions, including the details and outcome of such actions, involving project staff. A written report will be submitted to back up the oral report, within seventy-two (72)hours. Such personnel actions include, but are not limited to: a. Counseling for misconduct regarding violations of personnel, project, state, and/or federal policies,procedures,requirement, and laws; b. Terminations (voluntary or involuntary); and/or c. Employee grievances. I. Fill any surveillance staff vacancy within ninety (90) days. m. Submit complete and accurate travel support documentation to System Agency when submitting vouchers for reimbursement. Support documentation must list the employee who traveled,date of travel,purpose of travel, all receipts and a breakdown of the costs associated with travel. 2. CASE REPORTING a. Reporting and Registry 1. Active Surveillance and Provider Education: i. Maintain a current list of key reporting sources in Grantee's designated Service Area (City of Corpus Christi). ii. Document at minimum, monthly active surveillance for major providers/facilities as outlined in the 2021 Texas HIV Surveillance Procedure Manual. Grantee must conduct active surveillance by phone or in person to identify newly diagnosed HIV/AIDS cases and complete an HIV/AIDS case report form. In. Document provider education to at least ten providers/facilities deemed by the Grantee or the System Agency to be in need of education on reporting requirements, current lab tests, recommended testing algorithm, or data collected and used by HIV surveillance. Grantee must perform provider education to establish and maintain communication about reporting requirements (including Molecular HIV Surveillance and Perinatal HIV Surveillance) and any changes in any relevant surveillance procedures, requirements, and recommendations. 2. Ensure managers review Monthly Data Quality Reports and the Quarterly Progress Report provided by System Agency or available through the current reporting DSHS Contract No.HHS001186300001 Page 6 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 database to ensure case report forms are corrected and additional missing case information is collected. 3. Ensure managers discuss and review Quarterly Progress Report findings with all surveillance staff. 4. Ensure managers and funded staff will attend System Agency quarterly review meetings and following, provide written documentation outlining current challenges and plans for improvement. 5. Ensure all funded staff are knowledgeable of any reference laboratories or medical facilities conducting in-house HIV laboratory testing within Grantee's designated Service Area. Grantee is responsible for identifying any testing facilities that are not reporting their laboratory results electronically to System Agency and shall accordingly arrange a method for retrieving any non-electronic, paper-based labs. 6. Manually enter any and all lab results received directly from any laboratory and/or medical facilities into the System Agency database(s) by the 30th day of each month. If no laboratory results were received locally in a given month, Grantee must notify System Agency Electronic Laboratory Reporting (ELR) Program Specialist via email indicating there were no laboratory results received for that month. 7. Provide information, feedback, and clarification, as directed by System Agency Central Office staff by requested timeframe or within ten (10) working days of an inquiry. b. Completeness 1. Ensure completeness of case reporting provided to System Agency by conducting the following activities at least monthly: fully reviewing monthly data quality reports and regularly reviewing surveillance systems to identify any inconsistencies or gaps in laboratory reporting. Grantee is encouraged to implement additional methods of evaluating completeness of key source reporting, after first receiving System Agency written approval. 2. Ensure HIV/AIDS case report forms are accurate and complete in accordance with guidance provided in the 2021 Texas HIV Surveillance Procedure Manual. 3. Collect reports of HIV and AIDS cases diagnosed and/or treated,which health care providers (e.g., physicians, HIV service providers, etc.) are required to complete under TAC Title 25, Part 1, Chapter 97, Subchapter F, Rule §97.132. 4. Collect reports of pediatric HIV and AIDS cases diagnosed and/or treated, infants born exposed to HIV, and pregnant women living with HIV diagnosed and/or treated, which health care providers (e.g., physicians, HIV service providers, etc.) and laboratories are required to complete under TAC Title 25, Part 1, Chapter 97, Subchapter F,Rule §97.132. Grantee is responsible for collecting the reports within Grantee's designated Service Area. For each perinatal exposure investigated, Grantee will complete a pediatric case report form (PCRF), along with an updated DSHS Contract No.HHS001186300001 Page 7 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 adult case report form (ACRF)for infant's mother. 5. Collect all required data elements to conduct HIV surveillance follow-up activities, including conducting medical record abstractions within three months of diagnosis for all patients seen in Grantee's designated Service Area to properly report all HIV and AIDS cases diagnosed and/or treated within Grantee's designated Service Area. 6. Abstract medical records requested by another jurisdiction in Texas within the timeframes outlined in the 2021 Texas HIV Surveillance Procedure Manual. 7. Conduct an investigation to verify any reported adult and/or pediatric HIV or AIDS death and abstract medical chart when appropriate within Grantee's designated Service Area. 8. Follow procedures as outlined in 2021 Texas HIV Surveillance Procedure Manual to conduct out-of-state record searches. 9. Manage all laboratory reports in TB/HIV/STD Integrated System (the designated surveillance database) in accordance with the 2021 Texas HIV Surveillance Procedure Manual. 10. Maintain an efficient tracking mechanism, either by paper or electronic file, to record outcomes for all laboratory reports received by local site (including all laboratory reports received through Electronic Laboratory Report and all paper laboratory reports received directly from providers or labs). Grantee must be able to promptly produce surveillance site standings at any given time (i.e., number of cases reported for the month, number of medical record abstractions completed, cases with incomplete algorithms, type of cases completed (new), update to AIDS, perinatal exposure, pregnancy update and number of cases pending along with estimated dates of completion). 11. In support of molecular HIV surveillance (MHS), Grantee will complete or obtain HIV Testing and Treatment History information from the reporting provider to complete the testing and treatment history data elements on the (ACRF). c. Timeliness 1. Ensure a case report form is completed, entered into the current HIV Surveillance reporting database, and submitted to System Agency for all confirmatory Laboratory Reports within sixty (60)days of collection date of the initial laboratory or morbidity report (required for all cases) and within six (6) months for cases transitioned to AIDS since HIV diagnosis. If the Grantee is an Ending the HIV Epidemic (EHE) funded county, the case report form must be entered into the current HIV Surveillance reporting database within thirty (30) days of collection date of the initial laboratory or morbidity report. 2. Ensure a case report form is entered into the current HIV Surveillance reporting database within six(6)months of initial notification for all suspected HIV cases not confirmed through receipt of an algorithm diagnosing HIV (e.g., probable cases ascertained through matches with other databases, routine viral loads, medications, etc.). DSHS Contract No.HHS001186300001 Page 8 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 d. Pediatric 1. Collect copies of reports of pediatric HIV and AIDS cases of diagnosed and/or treated infants born exposed to HIV, and copies of reports for HIV-positive pregnant women diagnosed and/or treated in Grantee's designated Service Area, which health care providers (e.g., physicians, HIV service providers, etc.) and laboratories are required to complete under TAC Title 25, Part 1, Chapter 97, Subchapter F, Rule §97.132. If provider does not complete a case report form or does not provide sufficient information on the case report form, Grantee is responsible for abstracting the required case report form information from the provider's medical records. 2. Follow up on perinatal HIV exposed infants every six (6) months to ensure that all infants born to women living with HIV have an HIV status determined by 18 months of age and enter the pediatric case report forms in the current HIV Surveillance reporting database in a timely manner (reference 2021 Texas HIV Surveillance Procedure Manual). For each perinatal exposure investigated, Grantee will complete a pediatric case report form (PCRF), along with an updated adult case report form for infant's mother. 3. Review every collected pediatric HIV case in the designated surveillance database, birth match, and other sources, at least once to identify AIDS-defining conditions and update registry with a medical record abstraction. 4. Abstract medical charts for pediatric case reports both at the birth hospital and at the mother's and infant's health providers' offices. Maintain an electronic list of negative Polymerase Chain Reaction (PCR) tests for infants, to include name of laboratory and doctor ordering the test, and maintain copies of all reporting laboratory test results for pediatric cases. 5. Assist System Agency staff, as directed, in the development of prevention plans and the implementation of prevention activities to reduce the perinatal transmission of HIV. 6. Collect all required data elements to conduct Perinatal HIV surveillance activities, including reviewing and conducting medical record abstractions of the mother's and child's medical records in Grantee's designated Service Area to properly report all perinatally-exposed cases diagnosed and/or treated within Grantee's designated Service Area. Enter the required data elements in the current HIV Surveillance reporting database in a timely manner (reference 2021 Texas HIV Surveillance Procedure Manual). 3. EPIDENHOLOGIC INVESTIGATIONS a. Inform System Agency of newly reported cases of public health importance (COPHI), within three (3) business days of receipt of case report. Initiate epidemiologic investigations through contact with appropriate health care DSHS Contract No.HHS001186300001 Page 9 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 providers and a review of patients' medical records. Refer to the 2021 Texas HIV Surveillance Procedure Manual for COPHI case definitions. b. Determine the need for public health follow-up on all HIV-positive test results within three(3)business days of receipt of the test results.If no clear determination can be made within the three (3)business days, the HIV test results should be sent to a Disease Intervention Specialist(DIS)for investigation. c. Perform continuous epidemiological follow-up on all cases missing key pieces of information. d. Assist DSHS Program with other epidemiologic investigations, as directed by System Agency Program. Adhere to all deadlines set by System Agency for other epidemiologic investigations including, but not limited to, cluster investigations, special perinatal activities and data to care activities. 4. SECURITY a. Designate, from its staff, a Local Responsible Party (LRP) who has the overall responsibility for ensuring the security of the HIV/STD confidential information maintained by Grantee as part of activities under this Contract. The LRP must: i. Ensure appropriate policies/procedures are in place for handling confidential information, for the release of confidential HIV/STD data, and for the rapid response to suspected breaches of protocol and/or confidentiality. These policies and procedures must comply with System Agency policies and procedures (Grantee may choose to adopt those System Agency policies and procedures as its own). ii. Ensure security policies are reviewed periodically for efficacy, and that Grantee monitors evolving technology (e.g., new methods that may be used to illegally access confidential data; new technologies for keeping confidential data protected from security breaches) on an ongoing basis to ensure that the program's data remain as secure as possible. iii. Approve any Grantee staff requiring access to HIV/STD confidential information. LRP will grant authorization to Grantee staff who have a work- related need (i.e., work under this Contract) to view HIV/STD confidential information. iv. Maintain a list of authorized Grantee staff persons who are authorized to view and work with HIV/STD confidential information. The LRP will review the authorized user list ten (10) days from the effective date of this Contract to ensure it is current. All Grantee staff with access to confidential information will have a signed copy of a confidentiality agreement on file and it must be updated once during the term of this Contract. DSHS Contract No.HHS001186300001 Page 10 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 v. Ensure that all Grantee staff with access to confidential information will be trained on security policies and procedures before access to confidential information is granted and that this training will be renewed once during the term of this Contract. vi. Thoroughly and quickly investigate all suspected breaches and violations of protocol and/or privacy incidences of confidentiality in consultation with the System Agency LRP, all in compliance with the System Agency TB/HIV/STD Section Breach of Confidentiality Response Policy located at hLtp://www.dshs.texas.gov/hivstd/policy/securiiy.shtm. b. Have procedures to ensure computers and networks meet System Agency security standards, as certified by System Agency IT staff, verified during the biannual site visit. c. Have procedures to ensure termination requests for the current HIV Surveillance reporting database user account are sent to System Agency within one (1)business day of the identification of need for account termination. d. Have procedures to ensure transfer of secure data electronically using GlobalScape or current secure file transfer system. e. Have procedures to ensure a visitor log for individuals entering the secured areas is maintained and reviewed quarterly by the LRP. f. The LRP will verify the designated surveillance database users are updating passwords every 90 days as required. g. Have procedures to ensure confidential data and documents are: i. Maintained in a secured area; ii. Locked away when not in use; iii. Not left in plain sight; and iv. Shredded before disposal. h. Complete Local Responsible Party (LRP) quarterly security checklist provided by System Agency bi-annually. The LRP reports are found at TB/HIV/STD Section Bi-Annual Report. The most up to date information for reporting guidelines can be found at hLtps://www.dshs.texas.gov/hivstd/policy/securily.shtm i. Provide a list to System Agency of personnel with access to secured areas and of all identified personnel who have received security training. j. Provide a list to System Agency of personnel with access to all network drives where confidential information is stored. k. Ensure confidential data transmissions to System Agency or other approved partners are encrypted and transmitted via secured means. 1. Ensure files are scanned to a secure network drive (not scanned to email or any other unsecure directory). m. Ensure all flash drives used by surveillance staff are encrypted. DSHS Contract No.HHS001186300001 Page 11 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 n. Ensure confidential data is stored on stand-alone computers or on a secure drive of computers on a secure network. o. Ensure a list of authorized users with access to confidential data is maintained and limited to those approved by the LRP. p. Have systems in place to ensure confidential data taken out of the surveillance secured area are: minimized to essential data required; stored in secure devices; and encrypted. q. Ensure if surveillance-issued laptops are used, all have updated virus protection software. r. Ensure computers with confidential information have power-on and screensaver passwords with time out setting of 10 minutes or less. s. Ensure Surveillance staff computer passwords are not shared or visible to other users. t. Ensure shredders, printers, and fax machines for confidential data are housed in a secured area limited to those approved by the LRP. u. Ensure if shredding is outsourced, the shredder is bonded for working with health information. v. Ensure HIV/STD terminology usage is excluded from outgoing faxes, including cover sheet, header and footer. w. Ensure computers and networks meet System Agency security standards, as certified by System Agency IT staff. C. Meet the following requirements: 1. ACCURACY a. Diligently work to ensure 80% of case report forms had no major discrepancies (missing, unknown or drastically different) when compared to information found during chart re-abstractions (based on a random case sample). 2. COMPLETENESS a. Provide complete and legitimate information for the following 10 data elements for each HIV/AIDS case report 97% of the time: 1. Legal name; 2. Race/ethnicity; 3. Sex; 4. Facility of Diagnosis; 5. Date of Diagnosis; 6. Date of Birth; DSHS Contract No.HHS001186300001 Page 12 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 7. Diagnostic Status; 8. Valid date of death for vital status indicated as "dead;" 9. Residence at diagnosis; and 10. Vital Status (alive or deceased). b. Provide complete and legitimate risk information in accordance with the 2021 Texas HIV Surveillance Procedure Manual for eighty percent (80%) of cases at minimum. c. Ensure 97% of cases were CDC eligible and had no required fields missing. d. Ensure 97% of case report forms had valid information in the form information fields. e. Report 95% of expected number of new cases for the diagnosis year. f. Contact 100% of major HIV reporting facilities monthly for active surveillance. g. Ensure at least ten (10) HIV reporting facilities receive in-person or virtual provider education annually-focusing on those facilities which failed to link 85% of newly diagnosed patients to care within 30 days of diagnosis, measured by comparing dates of CD4 and viral load testing to diagnosis date. h. Ensure the transfer of 100% of HIV-related laboratory results received by Grantee locally to System Agency ELR Coordinator within 3 working days or provide written notification that there were no laboratory results received for the month,by the close of business on 30th day of each month. Grantee may send a written request to System Agency Program to extend the timetable for transferring laboratory reports,which must be received at least 24 hours in advance of the deadline at issue. Any such request shall be submitted by email. i. Ensure Grantee's policy outlines how public health follow-up will be made within three (3) business days of the receipt of the test results. If no clear determination can be made within the three (3)business days,the HIV test results must be sent to a Disease Intervention Specialist(DIS)for investigation. j. Ensure that 70% of newly diagnosed cases have prior antiretroviral (ARV) use history in accordance with the 2021 Texas HIV Surveillance Procedure Manual. j. Ensure that 70% of newly diagnosed cases have a known value for previous negative HIV test in accordance with the 2021 Texas HIV Surveillance Procedure Manual. k. Ensure that 50% of newly diagnosed cases have a known value for previous negative HIV test date in accordance with the 2021 Texas HIV Surveillance Procedure Manual. I. Ensure 100% of perinatal cases had mother's Stateno entered (or comments indicating surveillance efforts taken for not found cases). m. Ensure 85% of prenatal care records were reviewed for all newly reported exposed infants (if it is indicated that the mother received prenatal care). n. Ensure all HIV-positive pregnant women were monitored and followed-up with at the estimated delivery date. DSHS Contract No.HHS001186300001 Page 13 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 u. Ensure 90% of the responses to the ARV usage during pregnancy question were not blank or unknown. v. Ensure 90% of the responses to the ARV usage during labor and delivery questions were not blank or unknown. w. Ensure 90% of the responses to the neonatal ARV usage question were not blank or unknown. x. Ensure 90% of the responses to the prenatal care question were not blank or unknown. y. Ensure 85% of labor and delivery records were reviewed for all newly reported exposed infants. z. Ensure 100% of PCRFs were completed for all exposed infants born in the jurisdiction, at least 90%being completed by Grantee staff. 3. TIMELINESS a. Ensure appropriate follow-up of all new adult HIV cases (newly diagnosed and eligible cases not previously captured in the current HIV Surveillance reporting database)in accordance with the 2021 Texas HIV Surveillance Procedure Manual. b. Conduct and enter a medical record abstraction into the current HIV Surveillance reporting database within three (3) months of diagnosing laboratory result for at least 85% of eligible cases. c. Ensure appropriate follow-up of all AIDS cases in accordance with the 2021 Texas HIV Surveillance Procedure Manual. d. Conduct and enter a medical record abstraction,into the current HIV Surveillance reporting database, on all AIDS cases within six (6) months of AIDS-defining laboratory result or indication of opportunistic infection (OI) for 90% of cases. e. Ensure that all infants born to HIV-positive women have an HIV status determined (i.e., not be coded as indeterminate) within 18 months after the birth at least 85% of the time. f. Ensure 90% of newly diagnosed cases were reported into the designated surveillance database within six (6) months of diagnosis and all CDC required fields were completed. g. Ensure 95% of confirmed cases in the designated surveillance database had an associated case report form entered within 90 days of diagnosis. If the grantee is an EHE funded county, the case report form must be entered into the current HIV Surveillance reporting database within thirty (30) days of collection date of the initial laboratory or morbidity report. h. Ensure 80% of confirmed cases in the designated surveillance database had an associated Case Report Form entered in the designated surveillance database within 60 days of diagnosis. If the grantee is an EHE funded county, the case report form DSHS Contract No.HHS001186300001 Page 14 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 must be entered into the current HIV Surveillance reporting database within thirty (30) days of collection date of the initial laboratory or morbidity report. i. Ensure 100% of potential cases of public health importance (COPHI) were reported to DSHS Central Office within three (3) days. j. Ensure 100% newly identified cases were referred to Public Health Follow-Up within three (3) days of receipt of confirmatory lab report. k. Ensure 90% of newly diagnosed Out of Jurisdiction (OOJ) cases were completed and entered into the current HIV Surveillance reporting database within ninety (90) days of diagnosis. 1. Ensure 90% of updates to AIDS OOJ cases referred from surveillance counterparts were completed and entered in the designated surveillance database within 6 months of AIDS-defining lab or opportunistic infection. m. Ensure 100% of "potentially" exposed infants were investigated within three (3) months through timely completion of birth certificate match. II. BUDGET REDIRECT A. DSHS-approved budget may be revised by Grantee in accordance with the following requirements: 1. For any transfer between budget categories, Grantee shall provide notification of transfer between budget categories by submission of a revised Categorical Budget Form to the DSHS Contract Representative, highlighting the areas affected by the budget transfer and written justification for the transfer request. After DSHS review,the designated DSHS Contract Representative will provide notification of acceptance or rejection to Grantee by email; 2. For transfer of funds between direct budget categories, other than the `Equipment' and `Indirect Cost' categories, for less than or equal to a cumulative twenty-five(25)percent of the total value of the respective Contract budget period, Grantee shall submit timely written notification to DSHS Contract Representative using the Budget Change Request Form and request DSHS approval. If approved, DSHS Contract Representative will provide notification of acceptance to Grantee by email, upon receipt of which, the revised budget will be incorporated into the Contract through an amendment executed by the Parties; 3. For transfer of funds between direct budget categories, other than the `Equipment' and `Indirect Cost' categories, that cumulatively exceeds twenty- five (25) percent of the total value of the respective Contract budget period, Grantee shall submit timely written notification to DSHS Contract Representative using the Budget Change Request Form and request DSHS approval. If the revision is approved, the budget revision is not authorized, and the funds cannot be utilized,until an amendment is executed by the Parties; and DSHS Contract No.HHS001186300001 Page 15 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 4. Any transfer between budget categories that includes `Equipment' and/or `Indirect Cost' categories must be incorporated by amendment. Grantee shall submit timely written notification to DSHS Contract Representative using the Budget Change Request Form and request DSHS approval. If the revision is approved, the budget revision is not authorized, and the funds cannot be utilized, until an amendment is executed by the Parties. III. PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in this Attachment A and compliance with the Contract's terms and conditions. IV. REPORTING REQUIREMENTS A. Grantee shall maintain an inventory of equipment, supplies, and real property. Grantee shall submit an annual cumulative report on DSHS Grantee's Property Inventory (Property Inventory Report(GC-11)) annually on October 15th to the DSHS Contract Representative and FSOequipkdshs.texas.gov by email not later than October 15 of each year. Controlled Assets include firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500.00 or more,but less than$5,000.00: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment,and media equipment. Controlled Assets do not include a capitalized asset,real property, an improvement to real property, or infrastructure. B. Grantee shall submit a Financial Status Report(FSR-269A)twice per state fiscal year per and the final FSR and final invoice are due 30 days after the end of the Contract term. C. Reports are due as follows: Report Frequency Period Start Period End Due Date Financial Status First six (6) 9/l/2024 2/28/2025 3/31/2025 Report(FSR) months Final FSR Remaining six (6) 3/l/2025 8/31/2025 9/30/2025 months Property Annually 9/1/2024 10/15/2025 10/15/2025 Inventory Report V. INVOICE AND PAYMENT I. INVOICE AND PAYMENT FOR ALL GRANTEES A. Grantee shall submit invoices monthly, on the 30th day of the following month, or next business day if the 30th day falls on a weekend or holiday, to prevent delays in DSHS Contract No.HHS001186300001 Page 16 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 processing a subsequent month's invoicing. System Agency requires Grantee to submit, on a timely basis, a"zero dollar" invoice for a month in which it did not incur expenses. Grantee shall email invoices and System Agency provided voucher support documentation to invoiceskdshs.texas.gov and crosinvoices2dshs.texas.gov simultaneously. Invoices received after the 301h of the month, or the next business day, are subject to denial of payment. B. Unless otherwise directed by System Agency, Grantee shall submit a reimbursement or payment request as a final close-out invoice no later than thirty (30) calendar days following the end of the term of the Grant Agreement. Reimbursement or payment requests received after the deadline may not be paid. C. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. System Agency Program will monitor Grantee's expenditures on a biannual basis. If expenditures are below the amount in Grantee's total grant award, Grantee's Budget may be subject to a decrease for the remainder of the Grant Agreement term. Vacant positions existing after ninety (90) days may result in a decrease in funds. D. Grantee will be paid on a cost reimbursement basis and in accordance with the budget for the corresponding year under this Contract. DSHS Contract No.HHS001186300001 Page 17 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 ATTACHMENT B BUDGET (EFFECTIVE SEPTEMBER 1,2024) BUDGET CATEGORIES September 1, 2024—August 31, 2025 PERSONNEL $30,240.00 FRINGE BENEFITS $12,429.00 TRAVEL $901.00 EQUIPMENT $00.00 SUPPLIES $00.00 CONTRACTUAL $00.00 OTHER $00.00 TOTAL DIRECT CHARGES $43,570.00 INDIRECT CHARGES $00.00 TOTAL $43,570.00 DSHS Contract No.HHS001186300001 Page 18 of 18 Amendment No.2 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 H HS001186300001 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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 Parry 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:916628C4-AE5E-4673-BB3C-CB87F9953436 "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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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 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 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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. R 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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 parry could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such parry is unable to overcome. HHS Uniform Terms and Conditions—Grant v 3.3 Effective November 2023 Page 24 of 28 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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-parry 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:916628C4-AE5E-4673-BB3C-CB87F9953436 HEALTH AND HUMAN SERVICES Contract Number HHS001186300001 Attachment D CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations, HHS includes both the Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). System Agency refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees (referred to as "Contractor")regardless of their business form (e.g., individual,partnership, corporation). By entering into this Contract, Contractor affirms, without exception, understands, and agrees to comply with the following items through the life of the Contract: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractor's principals, officers, directors, shareholders, partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Contract and any related Solicitation. 2. Complete and Accurate Information Contractor represents and warrants that all statements and information provided to HHS are current, complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Public Information Act Contractor understands that HHS will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material prepared and submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 4. Contracting Information Requirements Contractor represents and warrants that it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J (Additional Provisions Related to Contracting Information), Chapter 552 of the Government Code, may apply to the Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 1 of 14 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as') Texas County(s) for Assumed Business Name (d/b/a or `doing business as') Attach Assumed Name Certificate(s) filed with the Texas Secretary of State and Assumed Name Certificate(s),if any, for each Texas County Where Assumed Name Certificate(s) has been filed. Signature of Authorized Representative Date Signed Printed Name of Authorized Representative Title of Authorized Representative First, Middle Name or Initial, and Last Name Physical Street Address City, State, Zip Code Mailing Address,if different City, State, Zip Code Phone Number Fax Number Email Address DUNS Number Federal Employer Identification Number Texas Identification Number (TIN) Texas Franchise Tax Number Texas Secretary of State Filing Number SAM.gov Unique Entity Identifier (UEI) Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 14 of 14 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 HEALTH AND HUMAN SERVICES Contract Number HHS001186300001 Attachment D CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations, HHS includes both the Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). System Agency refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees (referred to as "Contractor")regardless of their business form (e.g., individual,partnership, corporation). By entering into this Contract, Contractor affirms, without exception, understands, and agrees to comply with the following items through the life of the Contract: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractor's principals, officers, directors, shareholders, partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Contract and any related Solicitation. 2. Complete and Accurate Information Contractor represents and warrants that all statements and information provided to HHS are current, complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Public Information Act Contractor understands that HHS will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material prepared and submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 4. Contracting Information Requirements Contractor represents and warrants that it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J (Additional Provisions Related to Contracting Information), Chapter 552 of the Government Code, may apply to the Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 1 of 14 DocuSign Envelope ID:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 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:916628C4-AE5E-4673-BB3C-CB87F9953436 Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as') Texas County(s) for Assumed Business Name (d/b/a or `doing business as') Attach Assumed Name Certificate(s) filed with the Texas Secretary of State and Assumed Name Certificate(s),if any, for each Texas County Where Assumed Name Certificate(s) has been filed. Signature of Authorized Representative Date Signed Printed Name of Authorized Representative Title of Authorized Representative First, Middle Name or Initial, and Last Name Physical Street Address City, State, Zip Code Mailing Address,if different City, State, Zip Code Phone Number Fax Number Email Address DUNS Number Federal Employer Identification Number Texas Identification Number (TIN) Texas Franchise Tax Number Texas Secretary of State Filing Number SAM.gov Unique Entity Identifier (UEI) Health and Human Services Contract Affirmations v.2.3 Effective August 2023 Page 14 of 14 DocuSign Certificate Of Completion Envelope Id: 916628C4AE5E4673BB3CCB87F9953436 Status: Sent Subject: Please DocuSign:AMENDING$127,300.00; HHS001186300001; CORPUS CHRISTI A-2; HIV/SUR-S Source Envelope: Document Pages:74 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: 167.137.1.9 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 5/23/2024 3:31:26 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Dr. Fauzia Khan Sent:5/23/2024 4:09:34 PM fauziak@cctexas.com CCNCPHD Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Susana Garcia Susana.Garcia@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 Josh Hutchison Josh.Hutchison@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 Jessica Sorola-Jasso � Sent:5/23/2024 4:09:33 PM JessicaSJ@cctexas.com ED Viewed: 5/23/2024 4:26:37 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Hensley Sent:5/23/2024 4:09:33 PM kevinhe@cctexas.com ED Viewed: 5/23/2024 4:25:14 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Martha Jasse Martha.Jasse@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 5/23/2024 4:09:34 PM Payment Events Status Timestamps Ordinance Ordinance appropriating $43,570.00 from an increase in the HIV Surveillance Grant Program administered by the Department of State Health Services (DSHS) for the period September 1 , 2024, through August 31 , 2025, to provide HIV surveillance and control services. Background and Summary HIV Surveillance Grant Program • The grant amendment allows staff to continue to conduct disease surveillance and work in conjunction with medical providers to ensure linkage to care for new cases of HIV/AIDS, and relink patients previously diagnosed with HIV to long term medical care. • Funding to be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to prevent and control HIV within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). • September 1 , 2024, through August 31 , 2025. Fiscal Impact and Staff Recommendation Fiscal Impact: Total Operating budget is $43,570.00 for FY25 • There is no fiscal impact. The grant requires no match. All positions are 100% grant funded. o Public Health Technician II • Total contract value $127,300.00. Staff Recommendation: Approval of the two reading ordinance. se 0 0 PH o AGENDA MEMORANDUM NCORPO0.1¢ First Reading for the City Council Meeting of June 25, 2024 ss52 Second Reading for the City Council Meeting of July 16, 2024 DATE: June 14, 2024 TO: Mayor and Council FROM: Municipal Court Committee: Council Member Roland Barrera, Chair Council Member Sylvia Campos Council Member Michael Hunter Council Member Mike Pusley Ordinance staggering the Presiding Judge term from the Full-time and Part-Time Judge Municipal Court Judge terms CAPTION: Ordinance ending Presiding Judge Jacqueline Del Llano Chapa's current term and reappointing Jacqueline Del Llano Chapa as Presiding Judge for a two-year term of office beginning August 1 , 2024, and ending August 1, 2026, effectively staggering the Presiding Judge term from Full-time and Part-time Municipal Court Judges' terms. SUMMARY: Currently, all Municipal Court judges serve two-year terms beginning March 28, 2023 and ending March 28, 2025. The proposed ordinance would effectively stagger the appointment date of the Presiding Judge to a two-year term beginning August 1, 2024 and ending August 1, 2026. BACKGROUND AND FINDINGS: The Municipal Court Committee met on June 14, 2024 to consider an ordinance staggering the term of Presiding Judge Jacqueline Del Llano Chapa from the full-time and part-time municipal court judge terms. The main advantage to staggering the presiding judge's term comes during the performance evaluation process. The presiding judge conducts annual performance evaluations on part-time and full-time judges. It would be difficult to have her own performance evaluation conducted at the same time. Staggering the presiding judge's term allows for a more efficient and equitable performance evaluation process. The committee approved the ordinance and recommended it for council consideration. ALTERNATIVES: The Council could choose not to stagger the judges' terms. FISCAL IMPACT: None Funding Detail: N/A Fund: Organ ization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: The Municipal Court Committee recommends approval of the ordinance. SUPPORTING DOCUMENTS: Ordinance Ordinance ending Presiding Judge Jacqueline Del Llano Chapa's current term and reappointing Jacqueline Del Llano Chapa as Presiding Judge for a two-year term of office beginning August 1, 2024, and ending August 1, 2026, effectively staggering the Presiding Judge term from Full-time and Part-time Municipal Court Judges' terms. WHEREAS, the City Council shall appoint its municipal judges by ordinance pursuant to Texas Government Code §30.00006, City CharterArt. II, Sec.26, and Corpus Christi Code Sec. 29-4; WHEREAS, the current term of the Presiding Judge; Full-Time Judges, and Part-time Judges starts March 28, 2023, and ends March 28, 2025; WHEREAS, ending the Presiding Judge's current term and reappointing for two years effectively staggers the appointment date of the Presiding Judge from the Full-Time Judges and Part-time Municipal Court Judges; WHEREAS, the City Council finds the following appointee meets the qualifications for Presiding Municipal Court judge pursuant to Corpus Christi Code and State law; and WHEREAS, this Ordinance does not constitute an employment contract, and appointees are not employees but are public officers authorized by law to independently exercise functions subject to revision and correction only according to the standing laws of this state. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Jacqueline Del Llano Chapa's judicial term, beginning March 28, 2023, and ending March 28, 2025, is terminated effective August 1, 2024, to allow for a staggering of the term for the Presiding Judge. SECTION 2. Jacqueline Del Llano Chapa is appointed as Presiding Judge of the Municipal Court of Record in the City of Corpus Christi, Texas, to serve full-time for a definite term of two years, unless sooner removed effective August 1, 2024. The term begins August 1, 2024, and ends August 1, 2026. SECTION 3. The presiding judge shall receive a fixed salary of$158,324.47. SECTION 4. This ordinance takes effect immediately upon passage on second reading. Introduced and voted on the day of 12024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary SC �o o� � AGENDA MEMORANDUM N-ORPOftAY E Public Hearing and First Reading for the City Council Meeting of June 25,2024 is 52 Second Reading for the City Council Meeting of July 16,2024 DATE: May 31 , 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 2245 Flour Bluff Drive CAPTION: Zoning Case No. ZN8192, MF Newton Investments LLC (District 4). Ordinance rezoning a property at or near 2245 Flour Bluff Drive from the "RS-6" Single-Family 6 District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit; 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 a light industrial -service- use; specifically, a contractor's shop with indoor storage. The applicant originally requested a zoning change to the "IL" Light Industrial District. Applicant consents to Staff's Recommendation"CN-1/SP" Neighborhood Commercial District with a Special Permit. BACKGROUND AND FINDINGS: The subject 0.55-acre parcel, out of the Flour Bluff area, is located along Flour Bluff Drive, an "Al" class arterial road, a mile east of the NOLF (Naval Outlying Landing Field) Waldron, and at the edge of a concentration of residential subdivisions south of South Padre Island Drive. While within the NOLF Waldron's Military Compatibility Area overlay, the subject property is only subject to the vertical obstruction safety subzone regulations. The area between Flour Bluff Drive, Waldron Road, South Padre Island Drive, and east of NOLF Waldron is primarily composed of medium-density residential uses, with some low-density residential uses. Flour Bluff Drive is lined with planned residential subdivisions interspersed with modest general commercial districts in the vicinity of the site, with the large residential lots fronting the right-of-way in certain instances. The large general commercial district along South Padre Island Drive is within a mile of the site. Along the west side of Flour Bluff Drive, and north of the subject property, at the block face, is a general commercial district pocket zoned "CG-2" with commercial use, with a "RS-6" Single-Family 6 zoned lot with low-density residential use immediately north. To the south of the subject parcel, properties are zoned "RS-6" Single-Family 6 District with low-density residential uses. The properties to the west of the subject parcel and Flour Bluff Drive are zoned "CG-2" General Commercial District and "RS-6" Single-Family 6 District with commercial and low-density residential uses. To the east, properties are zoned "RS-6" Single-Family 6 District with low-density residential uses. The applicant is requesting an amendment to the current zoning district to accommodate a light industrial -service- use; specifically, a contractor's shop with indoor storage. The one-story metal structure will accommodate 5 tenant spaces. The "IL" Light Industrial District is intended primarily for light manufacturing, fabricating, warehousing, and wholesale distributing, and permits certain public/civic uses and commercial uses, such as retail sales and service, restaurants, vehicle and equipment maintenance, medical facilities, social service uses, government facility uses, self- service storage uses, and major/minor utility uses. The proposed rezoning is consistent with the City of Corpus Christi Comprehensive Plan and future land use designation of commercial use. Public Input Process Number of Notices Mailed: 18 notices were mailed within the 200-foot notification area, and 2 outside the notification area. As of June 21, 2024: In Favor In Opposition 1 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 recommended approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit on May 15, 2024. The Special Permit will be subject to the following conditions: 1 . Use: The only use allowed on the subject property other than uses permitted in the base zoning district is a light industrial service use; specifically, a contractor's shop with indoor storage. 2. Landscaping: Landscaping must be provided in accordance with Article 7.3 Landscaping of the Unified Development Code Landscaping. 3. Dumpster: All solid waste shall be confined in a dumpster screened from street, public, and neighboring views. No dumpster is permitted within the front street yard. Screening for the dumpster must be composed of a solid or opaque material that matches or compliments the building material of the principal structure. 4. Outside Storage and Display: Outside storage and display is prohibited. 5. Screening & Buffer Yard: A 10-foot-wide buffer yard and 10 points shall be required along the property boundaries adjacent to residential zoning districts. 6. Lighting: All lighting shall be shielded, and pole lights shall be of the fully cut-off type. All light fixtures within 50 feet of the property boundaries adjacent to residential zoning districts shall be no greater than 15 feet in height. 7. Building Height: The building height requirement shall adhere to UDC Section 4.2.8.0 Modification of Heigh Regulations. 8. Hours of Operation: The hours of operation shall be limited from 7.00 AM to 08.00 PM. Customer access after 08.00 PM shall be prohibited. 9. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. 10.Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 11.Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Vote Results For: 8 Against: 0 Absent: 0 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. ZN8192, MF Newton Investments LLC (District 4). Ordinance rezoning a property at or near 2245 Flour Bluff Drive from the "RS-6" Single-Family 6 District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit; 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 24, Block 1, Flour Heights, as described/shown in Exhibit "A", from: the "RS-6" Single-Family 6 District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit. The subject property is located at or near 2245 Flour Bluff Drive. Exhibit A, a map, is attached to and incorporated in this ordinance. The Special Permit granted in this Section of this ordinance is subject to the following conditions: 1. Use: The only use allowed on the subject property other than uses permitted in the base zoning district is a light industrial service use, subject to compliance with the fire code. 2. Landscaping: Landscaping must be provided in accordance with Article 7.3 Landscaping of the Unified Development Code Landscaping. 3. Dumpster: All solid waste shall be confined in a dumpster screened from street, public, and neighboring views. No dumpster is permitted within the front street yard. Screening for the dumpster must be composed of a solid or opaque material that matches or compliments the building material of the principal structure. 4. Outside Storage and Display: Outside storage and display is prohibited. 5. Screening & Buffer Yard: A 10-foot-wide buffer yard and 10 points shall be required along the property boundaries adjacent to residential zoning districts. 6. Lighting: All lighting shall be shielded, and pole lights shall be of the fully cut-off type. All light fixtures within 50 feet of the property boundaries adjacent to residential zoning districts shall be no greater than 15 feet in height. 7. Building Height: The building height requirement shall adhere to UDC Section 4.2.8.0 Modification of Heigh Regulations. 8. Hours of Operation: The hours of operation shall be limited from 7:00 AM to 08:00 PM. Customer access after 08:00 PM shall be prohibited. 9. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. 10. Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 11. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. SECTION 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 -4. 5 y,d d f CG-2 0� CN- 1 J �v O �v SUBJECT PROPERTY R -6 RS-4. 5 �FRp. R -6 r CASE: ZN8192 SUBJECT PROPERTY WITH ZONING `*l Subject Property A-1 ApamnenI H—DiSbitl. FI Lp,l inEaseial Dl�IIiel A-IA AParVr,enI H..-D,— F2 LgI Imlvsl N District A-2 Apart-rent Hause District F3 Heavy I--]Distrisl AB Preless9nal D D.m PUD Plan N Unit De-W.— AT ApamneM-T-.Dislncl R-IA Dlre Family Dwelkrrg 0— B-1 Ne+gbbnr 8us,ness 0`tr R-18 One F—ty Dwelkng Q— SIA Ne hbc&t Baseness OAMt RAC One Family Dw+-*l Dw-a B-2 8ayhmt Buvr,ess Dl— R-2 M-Vry O 4.g D— .. B-2A flamer Is�antl Bu--D.stricR RA O-e Family Dw 1W Dis�nr] B-g evs-ens o5e;tr1 RE Re d—,ad E—,D,smn SUBJECT B-A rre B--es5 D— R-TH Tq.-�,—Dw�mng D— _ _ PROPERTY B5 P_.,y Busuuss D.— SP Special Perrn.M Bd Primary Buskuss Core D®met T-1A TraaH Trailer Park Dw 1 BD pis C Christi peal,Design OKI T-10 kla-&mend Hnme Park DsbirK City of Esri,HERE . F-P F.-Rural D.— T-,e Ma.-�rantr a Home strrary�:. . Colpu.S LOCATION MAP HC Hismrical-C,A alLard.,A D-ict Christi Preservatron - Page 3 of 3 ZONING REPORT Case ZN8192 Applicant & Subject Property District: 4 Owner: MF Newton Investments LLC Applicant: MF Newton Investments LLC Address: 2245 Flour Bluff Drive, located along the east side of Flour Bluff Drive, north of Purdue Road, and south of Division Road. Legal Description: Lot 24, Block 1, Flour Heights Acreage of Subject Property: 0.55 acre(s) Pre-Submission Meeting: March 26, 2024 Zoning Request From: "RS-6" Single-Family 6 District To: "CN-1/SP" Neighborhood Commercial District with a Special Permit Purpose of Request: To allow a light industrial -service- use; specifically, a contractor's shop with indoor storage. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RS-6" Single-Family 6 Vacant Commercial "RS-6" Single-Family 6, Low-Density Residential, North "CG-2" General Transportation Medium-Density Residential, Commercial (Flour Bluff Drive), Commercial Commercial South "RS-6" Single-Family 6 Low-Density Residential Commercial East "RS-6" Single-Family 6 Low-Density Residential Commercial Low-Density Residential, "RS-6" Single-Family 6, Transportation West "CG-2" General (Flour Bluff Drive), Medim-Density Residential Commercial Commercial Plat Status: The subject property is platted per MRNCT (Map Records of Nueces County, Texas) Volume 69, Page 700. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is within the NOLF (Naval Outlying Landing Field) Waldron's Military Compatibility Area Overlay District; however, outside any clear and accident potential zones. Code Violations: None. Transportation and Circulation Designation Section Proposed Section Existing Flour Bluff Drive "A1" 4 Lanes, 2 Lanes, Minor Arterial Center Turn Lane, Center Turn Lane, Undivided 95-foot ROW 100-foot ROW Transit: The Corpus Christi RTA provides service to the subject property via route 4 Flour Bluff with stops at Waldron Road and Purdue Road. Bicycle Mobility Plan: The subject property is immediately adjacent to proposed one-way cycle tracks along each side of Flour Bluff Drive, which connects to a similar proposed mobility infrastructure along Glenoak Drive and a bike boulevard along Division Road. Utilities Gas: An active 3-inch (main) WS line exists along the east side of Flour Bluff Drive. Stormwater: A storm ditch exists along the east side of Flour Bluff Drive. Wastewater: An active 15-inch (public main) VCP line exists along the east side of Flour Bluff Drive. Water: An active 12-inch (public distribution) PVC line exists along the east side of Flour Bluff Drive. 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 Flour Bluff Area Development Plan (Adopted on June 22, 2021). Water Master Plan: An existing EST System Storage improvement and an 18-inch water line extension have been proposed. Wastewater Master Plan: Improvements to an existing gravity main have been proposed. Stormwater Master Plan: No improvements have been proposed. Roadway Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed 18 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 owner) Public Hearing Schedule Planning Commission Hearing Date: May 15, 2024 City Council 1st Reading/Public Hearing Date: June 25, 2024 City Council 2►,d Reading Date: July 16, 2024 Background: The subject 0.55-acre parcel, out of the Flour Bluff area, is located along Flour Bluff Drive, an "Al" class arterial road, a mile east of the NOLF (Naval Outlying Landing Field) Waldron, and at the edge of a concentration of residential subdivisions south of South Padre Island Drive. While within the NOLF Waldron's Military Compatibility Area overlay, the subject property is only subject to the vertical obstruction safety subzone regulations. The area between Flour Bluff Drive, Waldron Road, South Padre Island Drive, and east of NOLF Waldron is primarily composed of medium-density residential uses, with some low- density residential uses. Flour Bluff Drive is lined with planned residential subdivisions interspersed with modest general commercial districts in the vicinity of the site, with the large residential lots fronting the right-of-way in certain instances. The large general commercial district along South Padre Island Drive is within a mile of the site. Along the west side of Flour Bluff Drive, and north of the subject property, at the block face, is a general commercial district pocket zoned "CG-2" with commercial use, with a "RS-6" Single- Family 6 zoned lot with low-density residential use immediately north. To the south of the subject parcel, properties are zoned "RS-6" Single-Family 6 District with low-density residential uses. The properties to the west of the subject parcel and Flour Bluff Drive are zoned "CG-2" General Commercial District and "RS-6" Single-Family 6 District with commercial and low- density residential uses. To the east, properties are zoned "RS-6" Single-Family 6 District with low-density residential uses. The applicant is requesting an amendment to the current zoning district to accommodate a light industrial -service- use; specifically, a contractor's shop with indoor storage. The one- story metal structure will accommodate 5 tenant spaces. The "IL" Light Industrial District is intended primarily for light manufacturing, fabricating, warehousing, and wholesale distributing, and permits certain public/civic uses and commercial uses, such as retail sales and service, restaurants, vehicle and equipment maintenance, medical facilities, social service uses, government facility uses, self-service storage uses, and major/minor utility uses. 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 Corpus Christi sustains and maintains established neighborhoods. • Economic Development: o Corpus Christi has a robust "entrepreneurial ecosystem" that supports a thriving small business community. . ■ Promote a community culture that recognizes and embraces innovation and entrepreneurship. ■ Support investment of resources and capacity that support new venture startup and growth. • 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 lands uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. Flour Bluff ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is consistent with the ADP and FLUM designation of commercial use, and particularly with the following policy initiative. • Collaborate with local and regional leaders to encourage local business investment in Flour Bluff. 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 the City of Corpus Christi Comprehensive Plan and future land use designation of commercial use. • While the proposed rezoning agrees with the area-specific plan to encourage local business investment, staff considered the appropriateness of the request for a light industrial -service- use within a low-density residential subdivision. The City of Corpus Christi Comprehensive Plan encourages orderly growth and proper location of land uses, and while a light industrial district may allow uses that are associated with noise, smoke, dust, odor, and other related nuisances, the activities proposed may only generate them marginally. A light industrial -warehouse and freight movement- use exists on the same block through a special permit, and a few other light industrial uses by-right further east along Flour Bluff Drive. • In determining an appropriate recommendation to the applicant's request, staff weighted the applicant's proposal against the existing and future land use pattern along Flour Bluff Drive, the general character of the area, the impact the proposed use may have on the surrounding uses, and compatibility with the surrounding properties. o The area between South Padre Island Drive, NOLF Waldron, Flour Bluff Drive, and Waldron Road, is primarily characterized by medium-density residential subdivisions with sparse low-density parcels half-acre in size. The large parcels are predominantly arranged to front Flour Bluff Drive, a proposed arterial road, and a moderate number have already transitioned into commercial uses. . o To preserve and protect the surrounding residential uses, staff recommended a compatible base zoning district that matches the nearby special permit's in light of the FLUM's prescription to enlarge several existing commercial pockets along Flour Bluff Drive, with the subject block being one. ■ While the Unified Development Code will ensure compatibility of the base zoning district with the surrounding properties, including NOLF Waldron, conditions have been crafted to ensure negative impacts are limited. ■ Staff also considered Flour Bluff Drive as it exists, a two-lane right-of-way, although a proposed 4-lane arterial. Granting the customer's request would invite access by heavier vehicles if developed by-right in the future. Planning Commission and Staff Recommendation (May 15, 2024): 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 recommend approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit. The special permit is subject to the following conditions: 1. Use: The only use allowed on the subject property other than uses permitted in the base zoning district is a light industrial service use; specifically, a contractor's shop with indoor storage. 2. Landscaping: Landscaping must be provided in accordance with Article 7.3 Landscaping of the Unified Development Code Landscaping. 3. Dumpster: All solid waste shall be confined in a dumpster screened from street, public, and neighboring views. No dumpster is permitted within the front street yard. Screening for the dumpster must be composed of a solid or opaque material that matches or compliments the building material of the principal structure. 4. Outside Storage and Display: Outside storage and display is prohibited. 5. Screening & Buffer Yard: A 10-foot-wide buffer yard and 10 points shall be required along the property boundaries adjacent to residential zoning districts. 6. Lighting: All lighting shall be shielded, and pole lights shall be of the fully cut-off type. All light fixtures within 50 feet of the property boundaries adjacent to residential zoning districts shall be no greater than 15 feet in height. 7. Building Height: The building height requirement shall adhere to UDC Section 4.2.8.0 Modification of Heigh Regulations. 8. Hours of Operation: The hours of operation shall be limited from 7:00 AM to 08:00 PM. Customer access after 08:00 PM shall be prohibited. 9. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. 10.Other Requirements: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 11 .Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Attachment(s): (A) Existing Zoning and Notice Area Map. (A) Existing Zoning and Notice Area Map 4. 5 P 1►7 16 CG-2 a� CN13 kk v 1 k" 14 18 SUBJECT 12 . 0 PR.OP,ERTY 11 RS- 6 15 8 RS-4 . 5 - `�UROUF 9 10 Rp. 3 RS- 6 4 5 CASE: ZN8192 Zoning and notice Area HP S RMA Multifamily 1 IL Light Industrial Rfd-2 Multifamily 2 IH Heavy Industrial RM-3 mu9tlfamiy 3 PUD Planned Unit De,Overlay ON Professional Office RS-1'0 Sing le-Famiy 10 RM15T Multifamily AT R" Single-Famly 8 CNA Nalghhorhood Commends! RS-CS SinghFamfy G.5 CN-2 Neghborhosd Commercial RS-TF Two-Family CR-1 Resort Cammercial RS-15 Single-Family 15 CR-2 Resod Commercial RE Reeidemial Estate CG-1 Genemi Commercial RS-TH Townhouse CG-2 Ganaral Cammercial SP Special Permit CI Inte^aiva Commercial I'll Recreational Vehicie Park n Comm CBD Downtowercial RMit Manufactured Home CR-3 Resort Commercial /—\ FIR Farm Rural / \ H Histnm,Overlay SUBJECT BP Business Park PROPERTY Svepcf Pmpmty p owners 4 awearswnmm2m'exan_a owners City of Lsri,I iM _ auache�^wawlah» X+a na Corpus LOCATION MAP Christi Zoning Case ZN8192 MF Newton Investments LLC r District 4 Rezoning for a property at or near e i 2245 Flour Bluff Drive From the "RS-6" Single-Family 6 District To the "CN-1/SP" Neighborhood Commercial District J With a Special Permit i SUBJECT PROPS M a s !. Y s y TUR�VF SUBJECT R PROPERTY V Cows .,,. Esd LOCATION MAP ,HERE V^' Cl Cl Xu City Council June 25, 2024 Zoning and Land Use Proposed Use: -4.5 , To allow a light industrial—service- use; specifically, a contractor's shop with storage. ADP (Area Development Plan): C G-2 Q¢y` CN-„SP Flour Bluff(Adopted on June 22, 2021) 03-01-1983 04-22-2013 FLUM (Future Land Use Map): ` Commercial I / SUBJECT Existing Zoning District: AROPE TY "RS-6" Single-Family 6 District % Adjacent Land Uses: _6 North: Low-Density Residential, ROW, Commercial; RS-4.5,, Zoned: RS-6, CG-2 02-17-2020 South: Low-Density Residential; Zoned: RS-6 f R -6 East: Low-Density Residential; Zoned: RS-6 09-17-2012 West: Low-Density Residential, ROW, Vacant; Zoned: RS-6, CG-2 Public Notification 18 Notices mailed inside the 200' buffer 4.6 2 Notices mailed outside the 200' buffer 16 $ �� CR13 Notification Area Opposed: 0 (0.00%) 18 14 12 SUBJECT � Separate Opposed Owners: (0) PROP,E TY 11 RS-6 15 In Favor: 1 (1.55%) a RS- .6 9 2QFR 1 3 RS-6 4 N 5 *Notified property owner's land in SQF/Total SQF of all properties in the notification area=Percentage of public in opposition and/or favor. Staff Analysis and Recommendation • The proposed rezoning is consistent with the City of Corpus Christi Comprehensive Plan and future land use designation of commercial use. • While the proposed rezoning agrees with the area-specific plan to encourage local business investment, staff considered the appropriateness of the request for a light industrial -service- use within a low-density residential subdivision. o A light industrial -warehouse and freight movement- use exists on the same block through a special permit, and a few other light industrial uses by-right further east along Flour Bluff Drive. • In determining an appropriate recommendation to the applicant's request, staff weighted the applicant's proposal against the existing and future land use pattern along Flour Bluff Drive, the general character of the area, the impact the proposed use may have on the surrounding uses, and compatibility with the surrounding properties. PLANNING COMMISSION AND STAFF RECOMMEND APPROVAL TO THE "CN-1/SP" NEIGHBORHOOD COMMERCIAL DISTRICT WITH A SPECIAL PERMIT Special Permit Conditions 1. USE: The only use allowed on the subject property other than uses permitted in the base zoning district is a light industrial service use; specifically, a contractor's shop with indoor storage. 2. LANDSCAPING: Landscaping must be provided in accordance with Article 7.3 Landscaping of the Unified Development Code Landscaping. 3. DUMPSTER: All solid waste shall be confined in a dumpster screened from street, public, and neighboring views. No dumpster is permitted within the front street yard. Screening for the dumpster must be composed of a solid or opaque material that matches or compliments the building material of the principal structure. 4. OUTSIDE STORAGE AND DISPLAY: Outside storage and display is prohibited. 5. SCREENING AND BUFFER YARD: A 10-foot-wide buffer yard and 10 points shall be required along the property boundaries adjacent to residential zoning districts. 6. LIGHTING: All lighting shall be shielded, and pole lights shall be of the fully cut-off type. All light fixtures within 50 feet of the property boundaries adjacent to residential zoning districts shall be no greater than 15 feet in height. Special Permit Conditions (Cont.) 7. BUILDILNG HEIGHT. The building height requirement shall adhere to UDC Section 4.2.8.0 Modification of Heigh Regulations. 8. HOURS OF OPERATION: The hours of operation shall be limited from 7:00 AM to 08:00 PM. Customer access after 08:00 PM shall be prohibited. 9. NOISE: Noise regulations shall be subject to Section 31-3 of the Municipal Code. 10.OTHER REQUIREMENTS: The conditions listed herein do not preclude compliance with other applicable UDC and Building and Fire Code Requirements. 11.TIME LIMIT. In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. 5 . r 1 _ ti a "u AA t. SUBJECT 4a 5 A 5 1 . A411 �. CASE: ZN8192 N WE Aerial View s Subject Property \ SUBJECT PROPERTY City of Esri, HERE Corpus LOCATION MAP Christi SC �o o� � AGENDA MEMORANDUM N-ORPOftAY E Public Hearing and First Reading for the City Council Meeting of June 25,2024 is 52 Second Reading for the City Council Meeting of July 16,2024 DATE: May 31 , 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 635 Yorktown Boulevard CAPTION: Zoning Case No. ZN8185, Toreros Investment II LLC (District 4). Ordinance rezoning a property at or near 635 Yorktown Boulevard from the "FR" Farm Rural District to the "CC/SP" Commercial Compatible District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval. Applicant originally requested a zoning change to the "R-MH" Manufactured Home District. Applicant consents to staff's recommendation). SUMMARY: This item is to rezone the property to bring the property into compliance as a manufactured home park with the additional commercial compatible uses. BACKGROUND AND FINDINGS: The subject property is a nonconforming manufactured home park. The property owner expressed the desire to come into compliance via rezoning for the mobile home park use (approximately 5.65 acres), but also requested additional uses for the remaining property (approximately 2.5 acres) to include commercial uses not permitted in the "R- MH" Manufactured Home District. The applicant reached out to the Community Planning Liaison Office from Naval Air Station (NASCC). The rezoning request has been discussed with NASCC and reviewed by the Technical Review Committee to ensure protection of the NASCC mission and prevent further encroachment into the APZ-II. The operational paths for the Waldron Field NOLF impact development from the eastern boundary of the property (See Attachment A —AICUZ Map in staff's report) This portion of Flour Bluff (west of Sweet Bay Drive, south of Yorktown Boulevard, and south of the Oso Bay) has largely remained undeveloped. The southern-half of the site is within the APZ-II and is the densest residential use within the area southwest of the naval base. Low-density residential uses along the block face along the west side Waldron Road and south of Yorktown Boulevard exist. The predominant use for the remaining parcels is agricultural. An area-wide rezoning in 1983 rezoned most of the lands around the base to districts with large lot development requirements; and a considerable amount of land around the base are owned by the United States government, especially those within the clear zone overlays, and were an effort to control development around the naval base. To the north, properties are zoned "RS-6" with public semi-public uses. To the south, properties are zoned "RE" and are vacant. To the east, properties are zoned "RS-6" and "R-MH" and are vacant. To the west, properties are zoned "FR" and uses are vacant and public semi-public. The proposed rezoning is consistent with many elements and goals of Plan CC; however, is inconsistent with the FLUM's designation of Low-Density Residential. Public Input Process Number of Notices Mailed: 7 notices were mailed within the 200-foot notification area, and 3 outside the notification area. As of June 21 , 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 recommended approval of the change of zoning from the "FR" Farm Rural District to the "CC/SP" Commercial Compatible District with a Special Permit on May 15, 2024. The Special Permit will be subject to the following conditions: 1. Uses: The only uses authorized by this Special Permit other than those permitted in the base zoning district are as follows: a. Boat Storage (UDC §4.5.2 Self-Service Storage Uses) b. Recreational Vehicle Park (UDC §6.1 Recreational Vehicle Park District) 2. Master Site Plan: The owners shall develop the property in accordance with the attached Site Plan. 3. Military Compatibility Area Overlay District (MCAOD): a. Additional encroachment of uses and/or structures beyond the site plan into the Accident Potential Zone II (APZ-II) of the Air Installation Compatibility Use Zone (AICUZ) as part of the MCAOD is prohibited. b. Recreational Vehicle sites located within APZ-II are permitted to remain in their current location. No additional recreational vehicle sites are permitted to encroach into APZ-II. 4. Buffer Yard: A type A buffer yard consisting of a solid screening fence 6 feet in height must be constructed, maintained, and remain in place between abutting residential zoning districts. 5. Lighting: Lighting must be compliant with the MCAOD overlay. LED or internally illuminated lighting is prohibited. 6. Time Limit: Per the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted. This Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Vote Results For: 7 Against: 0 Absent: 0 Abstained: 1 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. ZN8185, Toreros Investment II LLC (District 4). Ordinance rezoning a property at or near 635 Yorktown Boulevard from the "FR" Farm Rural District to the "CC/SP" Commercial Compatible District with a Special Permit; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval. Applicant originally requested a zoning change to the "R-MH" Manufactured Home District. Applicant consents to staff's recommendation). 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, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property being Lot 24A Section 51, Flour Bluff and Encinal Farm and Garden Tract, as shown in Exhibit A, from: the "FR" Farm Rural District to the "CC/SP" Commercial Compatible District with a Special Permit. The subject property is located at or near 635 Yorktown Boulevard. Exhibit A, a map, is attached to and incorporated in this ordinance. The Special Permit granted in this Section of this ordinance is subject to the following conditions: 1. Uses: The only uses authorized by this Special Permit other than those permitted in the base zoning district are as follows: a. Boat Storage (UDC §4.5.2 Self-Service Storage Uses) b. Recreational Vehicle Park (UDC §6.1 Recreational Vehicle Park District) 2. Master Site Plan: The owners shall develop the property in accordance with the attached Site Plan, Exhibit B. 3. Military Compatibility Area Overlay District (MCAOD): a. Additional encroachment of uses and/or structures beyond the site plan into the Accident Potential Zone II (APZ-II) of the Air Installation Compatibility Use Zone (AICUZ) as part of the MCAOD is prohibited. b. Recreational Vehicle sites located within APZ-II are permitted to remain in their current location. No additional recreational vehicle sites are permitted to encroach into APZ-II. 4. Buffer Yard: A type A buffer yard consisting of a solid screening fence 6 feet in height must be constructed, maintained, and remain in place between abutting residential zoning districts. 5. Lighting: Lighting must be compliant with the MCAOD overlay. LED or internally illuminated lighting is prohibited. 6. Time Limit: Per the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted. This Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly superseded. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Introduced and voted on the day of 12024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 4 Exhibit A RS- 6 G- r°R �O C G- 1 SUBJECT PROPERTV RS-6 o= RE RE RMH CASE: ZN8185 4�x e W N p SUBJECT PROPERTY WITH ZONING ""4a ® � 5 Subject Property WA., A-1 AFa—Huse D,s,, .1 L,mlted Industrial D— y.ncm•t A-IA Apaovnenl House D,,—, -2 LyM InduSmi+D-.q A-2 Apartrrxmt House Dmttkt I3 Heavy Indusviel Dis[ritt AS Frofessional Office D'.— PVD Planned Vnn Deveiapment rM AT Apaynpnl-Tounst Des RAA Due F—.y D.41mg Dzmp B-1 Neighborhood Business Distrrtt R-IB One Family Dv limn Di'Inci Tilnn7 rvsy 6-1A Neighborhood Buziness Dismet RAC One Family G 11,n D- 6-2 Bayhan Busueess Dstrwi R-2 Mohple DrelGng D,sv,a B-2A Bauer Island Business Disbitl RA One Family Dmelling D- 6-1 Du—ssOma Re R--.d—dalE—eD3 SUBJECT B< General B—,ness onv,. R-TH Tmn—,.D H,N D— PROPERTY 13 -5 Prenary Business Davin SP 5peeial Permh B-e Pnmary Buznvess Cw Damn T-IA Tavel Trailer Fart D,sml BD Ca Ch,is;Bead,Design D- T.1H Manreartured H-e Fad,D.ma City of Csii.HIRE FJ Farm Runl D-1 T-lC Manulantured Hexrre Subdivisim Co177tt5 I O AT/6 All/1� HC Hxstvncal-Cuttwal La„dmark D,sbc[ L- Ll�I111 VI• FreservaCon C}71 Itih Page 3 of 4 Exhibit B cm a ^� } C= . 21 H F-- W a � W y wif a LIJ a- W u ¢° gZpAi m ,e O. - ag�4aau¢ 3 bg. -a°a wtisvivr__ --II-- OICZ a / s V a r a w - - t Page 4 of 4 ZONING REPORT Case # ZN8185 Applicant & Subject Property District: 4 Owner: Toreros Investments II, LLC Applicant: Toreros Group Address: 635 Yorktown Boulevard, located along the southside of Yorktown Boulevard, the west side of Waldron Road, and south of Waldron Field NOLF (Naval Outlying Landing Field) Legal Description: Lot 24A Section 51 , Flour Bluff and Encinal Farm and Garden Tract Acreage of Subject Property: 8.95 acres Pre-Submission Meeting: March 30, 2023 Zoning Request From: "FR" Farm Rural District To: ""CC/SP" Commercial Compatible District with a Special Permit Purpose of Request: To bring the property into compliance as a manufactured home park and recreational vehicle park with the additional commercial compatible uses. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "FR" Farm Rural Vacant Low-Density Residential Mobile Home North "RS-6" Single-Family 6 Public Semi-Public Transportation South ""RE" Residential Estate Estate Residential "RS-6" Single-Family 6 East "R-MH" Manufactured Vacant Low-Density Residential Home West "FR" Farm Rural Vacant Public Semi-Public Plat Status: The subject property is not platted. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The subject property is within the MCAOD District (APZ-II) of NOLF Waldon. Code Violations: None. Transportation and Circulation Designation Section Proposed Section Existing Yorktown 4 Lanes with median 2 Lanes, Boulevard "A2" Secondary 100 feet ROW 80 feet ROW Arterial Divided 54 feet paved 21 feet paved Designation Section Proposed Section Existing Waldron Road "A1" Minor Arterial 4 Lanes, 2 Lanes, Undivided 95 feet ROW 75 feet ROW 54 feet paved 25 feet paved Transit: The Corpus Christi RTA provides service to the subject property via Route 4 Flour Bluff with a stop at the corner of Waldron Road and Yorktown Boulevard. Bicycle Mobility Plan: A planned 1-way Cycle Track (both Sides) is proposed along Yorktown Boulevard, running parallel to the subject property. Utilities Gas: 4-inch WS line exists along Yorktown Boulevard. Stormwater: A storm ditch runs along Yorktown Boulevard. Wastewater: None. Water: 42-inch line exists along Yorktown Boulevard. 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 Flour Bluff Area Development Plan (Adopted on June 22, 2021). Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed 7 within a 200-foot notification area 3 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: May 15, 2024 City Council 1st Reading/Public Hearing Date: June 25, 2024 City Council 2►,d Reading Date: July 16, 2024 Background: The subject property is a nonconforming manufactured home park. The property owner expressed the desire to come into compliance via rezoning for the mobile home park use (approximately 5.65 acres), but also requested additional uses for the remaining property (approximately 2.5 acres) to include commercial uses not permitted in the "R-MH" Manufactured Home District. The applicant reached out to the Community Planning Liaison Office from Naval Air Station (NASCC). The rezoning request has been discussed with NASCC and reviewed by the Technical Review Committee to ensure protection of the NASCC mission and prevent further encroachment into the APZ-II. The operational paths for the Waldron Field NOLF impact development from the eastern boundary of the property (See Attachment A—AICUZ Map) This portion of Flour Bluff (west of Sweet Bay Drive, south of Yorktown Boulevard, and south of the Oso Bay) has largely remained undeveloped. The southern-half of the site is within the APZ-II and is the densest residential use within the area southwest of the base. Low-density residential uses along the block face along the west side Waldron Road and south of Yorktown Boulevard exist. The predominant use for the remaining parcels is agricultural around the base. An area-wide rezoning in 1983 rezoned most of the lands around the base to districts with large lot development requirements. A considerable amount of lands around the base are also owned by the United States government, especially those within the clear zone overlays, and were an effort to control development around the base, especially, within the no build zone. To the north, properties are zoned "RS-6" with public/semi-public uses. To the south, properties are zoned "RE" and are vacant. To the east, properties are zoned "RS-6" and "R-MH" and are vacant. To the west, properties are zoned "FR" and uses are vacant and public semi-public. 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. • Transportation and Mobility: o Goals: 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. ■ Strategies: Support a multi-modal transportation network that is integrated with land uses, where destinations are easily connected by accessible paths. ■ Strategies: Promote desirable patterns of development consistent with the Urban Transportation and Future Land Use Plans. • Future Land Use, Zoning, and Urban Design: o Encourage orderly growth of new residential, commercial, and industrial areas. o Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. Flour Bluff Area Development Plan (ADP) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is not consistent with the Flour Bluff ADP and FLUM designation of use of low-density residential. 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, is inconsistent with the FLUM's designation of Low-Density Residential. • While the site complies with the Unified Development Code's development standards with an available 8.95 acre of land, more than half of the site lies within APZ-II. Residential uses are prohibited in clear and accident potential zones. • Staff weighed the applicant's proposal against the appropriateness of the request in proximity to the Waldron Field NOLF, the APZ-II. Staff also considered potential future enlargement of AICUZ's current footprint to include compatibility of the proposed use with the surrounding properties. • Staff determined that the "CC" Commercial Compatible District to be appropriate. The "CC" District is designed to provide for a wide range of business uses in appropriate locations, which can be used as a buffer between residential uses and intensive public facilities, private businesses and manufacturing uses which could present a threat to public health, safety, and welfare. • Permitting the manufactured home park use to continue through the granting of a special permit would maintain and supply the affordable housing stock in the area; however, upon discontinuation, use will be limited to those permitted within the commercial compatible district, most fitting to base operations. • The redevelopment would not negatively impact surrounding properties as it has been in existence for over 20 years. The site is bounded on two sides by rights-of-way, with a place of worship located west of the subject parcel, and single-family structure sited 200 feet from the common property line to the south. Planning Commission and Staff Recommendation (May 15, 2024): 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 approval of the requested change of zoning to the "CC/SP" Commercial Compatible District with a Special Permit and the following conditions. 1. Uses: The only uses authorized by this Special Permit other than those permitted in the base zoning district are as follows: a. Boat Storage (UDC §4.5.2 Self-Service Storage Uses) b. Recreational Vehicle Park (UDC §6.1 Recreational Vehicle Park District) 2. Master Site Plan: The owners shall develop the property in accordance with the attached Site Plan. 3. Military Compatibility Area Overlay District (MCAOD): a. Additional encroachment of uses and/or structures beyond the site plan into the Accident Potential Zone II (APZ-II) of the Air Installation Compatibility Use Zone (AICUZ) as part of the MCAOD is prohibited. b. Recreational Vehicle sites located within APZ-II are permitted to remain in their current location. No additional recreational vehicle sites are permitted to encroach into APZ-II. 4. Buffer Yard: A type A buffer yard consisting of a solid screening fence 6 feet in height must be constructed, maintained, and remain in place between abutting residential zoning districts. 5. Lighting: Lighting must be compliant with the MCAOD overlay. LED or internally illuminated lighting is prohibited. 6. Time Limit: Per the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted. This Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Attachment(s): (A) Metes & Bounds Description and Exhibit (B) Existing Zoning and Notice Area Map. (C) Site Plan (D) AIZUZ Map (A) Metes & Bounds Description and Exhibit LEGEND o 100 200 4¢0 CH IRON ROD SET IN T GRAPHIC SCALE INCH IRON ROD FOUND 1"=200' YOR O I}1 BLVD. L=15.71 R=10.00' C 618.80'V r B NIB' 38' 57"W l 0.00 CD CD d Cweg cc Lnn+r�Q W a; U N0 i L` = 38983d.5 S.F. � _62�0 CD C v z f (All POINT OF COMMENCING BEGINNING POINT N61' 38' 56.620W 604.94' 1- M 56.62"E 23.86' tit LOT 24-0, . ARTURO NIEDIN SECTION ��, ................... FLOUR BLUFF & ENCINALNALFARM AND GARDEN TRACTS 6669 V E HW'Er 02l2712Q23 lrC YORK ENGINEERING BASIS OF BEARINGS ARE FROM THE VERTICAL 'CIVIL • PLANNING • CONSULTING CONTROLS BASED ON NAVD88, GEOID I2B, KIND —1 s,MPE I&L-D PR.."JITE n-A- I CONS WWI I iE-I& I Wl. HOR17ONTAL CONTROLS BASED ON GPS, NA683, STATE 361P-5-'m I roRKEnG{ow I TE-A EWInffA FOP`+F-}a.ca PLANE COORDINATE SYSTEM, TEXAS SOUTH ZONE 42D5. FP nJECr no,isc•_rz_n2 .`2925C'f 7M E+gNEEFIYV.IM1C (B) Existing Zoning and Notice Area Map �d94�d RS-6 CG- 3 yQR CG- 1 2 O 4 RQ,DE Y y R�jo�N Rs- s 7 o= a� 5 RE RMH RE 6 CASE: ZN8185 H R` t V W F, Zoning and notice Area S RM-1 Multifamily IL Light Industrial RM-2 Multlfamlly2 IH Heavy Industrial RM.3 Multifamily 3 PIID Planned Unit Day.Overlay ON Professional Office RS-1U Single-Family 10 Yt411n rrn RM-AT MUItNamily AT RS-1i Single-Family 6 CNA Wighmerhood Commercial RS-4.5 Single-Family 4.5 -n Cs t CN.2 Neighborhood Commercial RS-TF Two-Family CR-1 Resort Commercial RS-15 Single-Family 15 CR-2 Resort Commercial RE Residential Estate CG-1 General Commercial RS•TH Townhouse CO-2 General Commercial SP Special Penmlt laiurO.M°a Cl Intensive Commercial RV Recreational Vehicle Park CBO Downtown Commercial RMH Manufactured Home CR.3 Resort Commercial —- Fit Farm Rural H Hi""Overlay SUBJECT eP Business Park PROPERTY Subject Pmpeny 0 Owners wa612W'6ufler mlawr 4 avnarswmmxn'nsrcdnn ownas Cityol' Esn,HERE atPachadownershiplahle Xlnnpposi�nn Corpus LOCATION MAP C� (C)Site Plan CM z J L tI9 2 vaUi® a c - CD �� Z �= uja w crag Z � u n WCD � Li = J L5 x I Naxmrve� .aaNcHag4ik '3 ow dx sz F I / a i - m ,O-on q M O'OZ9�� (D) AICUZ Map �SU�a �©' 'N SUB.JE F r°RkTa PRQPER�T�V N CASE: ZN8185 AICUZ - 5 0 APZ-1 �] APZ-2 0 CZ SUBJECT PROPERTY 0(c«f, Esri,HEI�E [ LOCATION MAP [ hrl ii Zoning Case ZN8185 The Toreros Investments II, LLC District 4 t' - Rezoning for a property at or near 635 Yorktown Boulevard From the "FR" Farm Rural District to the "CC/SP" Commercial Compatible District with a Special Permit UB ECT u{�. \ i W SUBJECT PROPERTY E,HERE N - - ('olpiu LOCAMN MAP 1 (ililli City Council June 25, 2024 Zoning and Land Use Proposed Use: To bring the property into compliance as a manufactured home park, RV park, with the rrs-s� c - additional commercial compatible uses. Ord 017506 ADP (Area Development Plan): & 1983 G Flour Bluff(Adopted June 21, 2022) -1 SUBJECT FLUM (Future Land Use Map): pQppE Low-Density Residential Existinq Zoninq District: RS-6 FIR— Farm Rural �a Ord 017506 1983 Adjacent Land Uses: North: Public Semi-Public; Zoned: RS-6 RE RE N South: Estate Residential; Zoned: RE MH Ord 025927 East: Vacant; Zoned: RS-6, R-MH 2004 Ord 023927 2000 West: Vacant, Public Semi-Public; Zoned: FIR NOLF Waldron MCAOD Overlay Zones AICUZ Air Installation Compatible Use Zone APZ-1 Accident Potential Zone I r� APZ-11 e"O Accident Potential Zone 11 CZ SUBJECT / �'"°a PROPERTY r Clear Zone f ao Boa.' 9 �e N NOLF Naval Outlying Landing Field Waldron; MCAOD Military Compatibility Area Overlay District Public Notification 7 Notices mailed inside the 200' buffer 3 Notices mailed outside the 200' buffer RS-6 3 Notification Area y G-f 2 Opposed: 0 (0.00%) a BUB JEC T Separate Opposed Owners: (0) R PROPERTY k -6 In Favor: 0 (0.00%) , 3� 5 R MH RE 6 *Notified property owner's land in SQF/Total SQF of all properties in the notification area=Percentage of public in opposition and/or favor. Staff Analysis and Recommendation • While the site complies with the Unified Development Code's development standards with an available 8.95 acre of land, more than half of the site lies within APZ-II. Residential uses are prohibited in clear and accident potential zones. • Staff weighed the applicant's proposal against the appropriateness of the request in proximity to the Waldron Field NOLF, the APZ-II and potential future enlargement of the AICUZ's current footprint, and the compatibility of the proposed use with the surrounding properties. • The "CC" Commercial Compatible District is designed to provide for a wide range of business uses in appropriate locations, which can be used as a buffer between residential uses and intensive public facilities, private businesses and manufacturing uses which could present a threat to public health, safety, and welfare PLANNING COMMISSION AND STAFF RECOMMEND APPROVAL TO THE "CC/SP" COMMERCIAL COMPATIBLE WITH A SPECIAL PERMIT Special Permit Conditions 1. Uses: The only uses authorized by this Special Permit other - - -- �va.e, aso.o' .- Poo than those permitted in the base zoning district are as - I- - follows: j a. Boat Storage (UDC §4.5.2 Self-Service Storage Uses) b. Recreational Vehicle Park (UDC §6.1 Recreational 0 Vehicle Park District) \ A=2.57 Acres o� 2. Master Site Plan: The owners shall develop the property in accordance with the attached Site Plan. / os 3soo' _I 3. Military Compatibility Area Overlay District (MCAOD): � �EX M6�H�AES a. Additional encroachment of uses and/or structures A=a.38 Ares beyond the site plan into the Accident Potential Zone II I XAP22AICUZ BCMeOARY (APZ-II) of the Air Installation Compatibility Use Zone (AICUZ) as part of the MCAOD is prohibited. E%.MOBII£HOMES T b. Recreational Vehicle sites located within APZ-II are permitted to remain in their current location. No additional recreational vehicle sites are permitted to 628 asE6,E encroach into APZ-I I. Special Permit Conditions (Cont.) 4. Buffer Yard: Type A buffer yard consisting of a solid va.e, q x.o.w.l aao.o' op screening fence 6 feet in height must be constructed, maintained, and remain in place between abutting residential zoning districts. 5. Lighting: Lighting must be compliant with the MCAOD \ A=2.57 Acres o� overlay. LED or internally illuminated lighting is prohibited. \ n k 6. Time Limit: Per the UDC, this Special Permit shall be xs 3500' I o^ deemed to have expired within 12 months of this ordinance unless a complete building permit application has been EX.MNIIE HWES` submitted. This Special Permit shall expire if the allowed A=a.38 AEres use is discontinued for more than six consecutive months. Pz-z AIICUZ BCOOOnRY `E%.NORM£HOMES 6288' I—INAGE EASEMENT CASE;ZN8185 � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 25, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Drew Molly P.E, Chief Operations Officer for Corpus Christi Water DrewM(a-)cctexas.com (361) 826-1853 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(o)cctexas.com (361) 826-3169 Resolution approving staff recommendation of the shortlisted firms for the Inner Harbor Seawater Desalination Treatment Plant Project. CAPTION: Resolution approving staff recommendation of the shortlisted firms (Acciona Agua/MasTec, CDM Smith/PLW Water, and Kiewit) for the Inner Harbor Seawater Desalination Treatment Plant Project in accordance with the Texas Government Code 2269 pertaining to a Request for Qualifications issued on March 29, 2024, and closed on May 22, 2024. SUMMARY: Resolution approving staff recommendation of the shortlisted firms (Acciona Agua/MasTec, CDM Smith/PLW Water, and Kiewit) for the Inner Harbor Seawater Desalination Treatment Plant Project. BACKGROUND AND FINDINGS: A Design-Build contractor in Texas is a two-step process which entails issuing a Request for Qualifications (RFQ) which is then used to develop a shortlist of qualified candidates to partake in a Request for Proposals (RFP) for the Inner Harbor Seawater Desalination Treatment Plant Project (Project). The progressive design build process, which is intended to increase collaboration and efficiency particularly during the planning and design periods of the Project, includes the following phases: • Phase 1A & 1B: Planning, design and other preconstruction phase services necessary to finalize a guaranteed maximum price (GMP) proposal for Phase 2 services. • Phase 2: Construction Phase Services necessary to achieve a final completion of the facility to transition into Phase 3 services. • Phase 3: Interim Operations and Maintenance (O&M) and Handover Services necessary to operate the facility for approximately one year and transition the facility to City staff operations. The RFQ's overall objective is to create a shortlist of Respondents that possess the desired skills and competencies as demonstrated by their relevant experience that are required to successfully deliver the Project. As such, the RFQ is structured to solicit specific information from Respondents, its Key Firms, and the Key Individuals. For each of these groups, the SOQ requires that the Respondent teams submit their respective skills and competencies in resumes and by virtue of associated reference projects. In order to encourage maximum competition, the City performed several actions associated with the solicitation. • Pre-Solicitation Notice —A month prior to the release of the solicitation • Advertised in National and Global Industry Publications • Contractor Engagement Day with networking opportunities for local contractors and one- on-one meetings with potential prime contractors. Over 150 attendees from over 100 registered organizations. • Provided an additional 7 days for response at the request of potential respondents PROCUREMENT DETAIL: On March 29, 2024, the Finance & Procurement Department issued a Request for Qualifications (RFQ) 5689 Inner Harbor Seawater Desalination Treatment Plant Project. The City received Statements of Qualifications (SOQ) from three respondents (Corpus Christi Desal Partners, Corpus Christi Desalination Team and Kiewit). The SOQ evaluation committee and technical advisors consisted of representatives from Corpus Christi Water, Engineering Services, City Manager's Office, City Attorney's Office, Port of Corpus Christi, San Patricio Municipal Water District, Costal Bend Industry Association, and the City's Owner's Representative Freese and Nichols. The evaluation committee reviewed more than 2,100 pages of SOQ material. Those documents included resumes of firms, key individuals, reference projects, financial information, and professional references. Consultants and the City reached out to over 180 references (approximately 60 each) regarding the respondent firms. Firms were ranked based on five factors: 1) Team Experience, 2) Seawater RO Facility Design Experience, 3) Project Specific Design Services 4) Seawater RO & Water Treatment Construction Experience 5) Commissioning Services. The final scores have all three firms within 1 .1 points of each other, which demonstrates that each is highly qualified. A fourth firm submitted a proposal, but did not meet the minimum requirements. The firm acknowledged their submittal was not a statement of qualifications but rather a general overview of their services. A summary of the scores can be found below: Accion a CDM Proposal Evaluation Score Agua + Smith + Kiewi PLW t MasTe WW c Financial Capacity Pass/Fa Pass Pass Pass Financial Capacity it Technical Proposal Team Experience 20 16.1 16.5 17.3 Design Experience: Seawater RO Facilities 25 21.6 20.6 21.0 Design Experience: Project Specific Design Services 10 7.7 7.8 8.4 Construction Experience: Seawater RO &Water 25 21.6 20.9 22.2 Treatment Commissioning Services 20 16.8 18.0 16.0 Final Scores 100 83.8 83.8 84.9 Each of the three respondents have significant experience in the delivery of large capital projects, water treatment plants, and seawater desalination facilities. A highlight of their representative experience is below. • Acciona Agua + MasTec Joint Venture has experience delivering desalination plants globally, and in the United States has operated the Tampa Bay Seawater Desalination Plant for 14 years. • CDM Smith + PLW Waterworks Joint Venture has experience delivering desalination plants globally including the largest progressive design build water treatment project in the United States ($1 .7B Northeast Water Purification Plant in Houston). • Kiewit has experience delivering multiple desalination plant projects in the United States including the 50 MGD Claude "Bud" Lewis Carlsbad Desalination Plant. The evaluation committee determined all three respondent firms are qualified under the requirements for the procurement and should proceed to the Proposal stage as required by Chapter 2269 Subchapter H. ALTERNATIVES: The alternative is to reject all respondents and cancel the solicitation. FISCAL IMPACT: The fiscal impact for this item will be discussed separately as part of agenda item 24-0998. FUNDING DETAIL: Fund: N/A Organization/Activity: N/A Department: N/A Project # (CIP Only): Account: N/A RECOMMENDATION: Staff recommends approval of the shortlisted firms (Acciona Agua/MasTec, CDM Smith/PLW Water, and Kiewit) for the Inner Harbor Seawater Desalination Treatment Plant Project in accordance with the Texas Government Code (TGC) 2269, a Request for Qualifications was issued on March 29, 2024 and closed on May 22, 2024. LIST OF SUPPORTING DOCUMENTS: Resolution SOQ Tabulation Resolution approving staff recommendation of the shortlisted firms (Acciona Agua/MasTec Industrial, CDM Constructors/PLW Waterworks, and Kiewit Infrastructure South) for the Inner Harbor Seawater Desalination Treatment Plant under Texas Government Code Chapter 2269. WHEREAS, in accordance with Chapter 2269 of the Texas Government Code, the City is procuring a design-build contractor for the Inner Harbor Seawater Desalination Treatment Plant; WHEREAS, the City has evaluated the Statement of Qualifications submitted in response to the Request for Qualifications and will request a Proposal from the following design-build firms: Corpus Christi Desal Partners, a Joint Venture of Acciona Agua Corporation and MasTec Industrial; Corpus Christi Desalination Team, a Joint Venture of CDM Constructors, Inc. and PLW Waterworks, LLC; and Kiewit Infrastructure South Co. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The three design-build firms listed above are approved to proceed to the Request for Proposal stage of the procurement process under Chapter 2269 Subchapter H. PASSED and APPROVED on the day of 12024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary RFP No. 5689 Corpus Christi Inner Harbor Seawater Desalination Treatment Plant Proposal Score Summary Proposal Evaluation Score Acciona CDM Financial Capacity Pass/Fail Fail Fail Financial Capacity Pass/Fail Technical Proposal Category 1 -Team Experience 20 16.1 16.5 Category 2-Design Experience: Seawater RO Facilities 25 21.6 20.6 Category 3-Design Experience: Project Specific Design Services 10 7.7 7.8 Category 4-Construction Experience: Seawater RO&Water Treatn 25 21.6 20.9 Category 5-Commissioning Phase 3 Services 20 16.8 18.0 Final Scores 100 83.8 83.8 Kiewit Fail 17.3 21.0 8.4 22.2 16.0 84.9 RFP No. 5689 Corpus Christi Inner Harbor Seawater Desalinati Technical Proposal Scores Acciona Score Evaluator 1 Evaluator 2 Evaluator 3 Cat 1 16.1 14.6 16.8 16.7 Cat 2 21.6 19.9 24.0 21.1 Cat 3 7.7 6.9 8.3 7.5 Cat 4 21.6 19.9 23.9 21.7 Cat 5 16.8 16.8 18.6 19.4 Total 83.8 CDM Score Evaluator 1 Evaluator 2 Evaluator 3 Cat 1 16.5 15.8 17.1 19.2 Cat 2 20.6 18.8 22.4 21.9 Cat 3 7.8 7.4 8.1 8.1 Cat 4 20.9 18.9 24.9 20.6 Cat 5 18.0 17.4 18.7 18.8 Total 83.8 Kiewit Score Evaluator 1 Evaluator 2 Evaluator 3 Cat 1 17.3 15.5 18.7 17.5 Cat 2 21.0 19.5 23.5 21.2 Cat 3 8.4 8.0 8.4 8.5 Cat 4 22.2 19.0 24.4 21.4 Cat 5 16.0 13.9 18.1 15.8 Total 84.9 on Treatment Plant Evaluator 4 Evaluator 5 16.9 15.3 23.4 19.7 8.1 7.7 21.9 20.8 13.8 15.3 Evaluator 4 Evaluator 5 15.6 14.8 21.9 18.1 7.5 7.8 20.3 19.6 18.8 16.5 Evaluator 4 Evaluator 5 16.3 18.7 20.3 20.3 8.8 8.4 23.4 22.9 15.0 17.2 Inner Harbor Seawater Desalination Treatment Plant Procurement Update Drew Molly, P.E. Chief Operating Officer Josh Chronley, CTCD Chief Procurement Officer City of Corpus Christi Corpus June 25, 2024 Christi Water- dolorr Serving the Coastal Send A* Procurement Team Drew Molly, Josh Jason Cocklin, Paul Walker, Neil Callahan Charles M. Wolf, P.E. Chronley, PE, BCEE P.E. Vice President, DEng, PE, BCEE Chief CTCD Project Manager, Senior Vice Water Advisory Principal/Vice Operating Chief Freese and President, Services, President, Freese Officer, Corpus Procurement Nichols Carollo WSP and Nichols Christi Water Officer, City of Engineers Corpus Christi CCW �,� Project Council Action Ap�Fove short-Listed Firms to move to Request for Proposals (RFP) Contract with the top ranked Proposer and authorize future amendments and early work packages. Amend Freese and Nichols Master Services Agreement Approve AEP Federal Income Tax Pass-through Cost Approve CCW Education and Communication Initiative CCW 'Project Council Actions VV 400 Approve the short-listed firms for the Inner Harbor �- Seawater Desalination y Treatment Plant Project. -F =A:�• _;� = , :�, A; r 7 --- ssrnr � CCW Procurement Update On MJ h 29, 2024, the Request for Qualifications (RFQ) was issued. • The City received four (4) Statements of Qualifications (SOQ). `• One SOQ was incomplete. • An independent financial review of the three (3) complete respondent firms was performed with no concerns found. Three (3) firms were deemed complete and responsive. OAAW Tampa Bay Desalination Plant Discharge Location Procurement Process • T hree (3) qualified and responsive firms are the following: *ered in -Ip 9 habetical order using the Joint Venture names oint Venture Cacciona + O:OM a s T e c — Corpus Christi Industrial Desal Partners CaSeVG PHOENIX +J iNousreiA[ Joint Venture CDMPLW CORPUS C DESALINATION EAM Smith + T TEAM waterworks TczaS RcSoarccS CTlobal SolvionS. Standalone Prime *Kiewit Kiewit Infrastructure South Co. Respondent&Design-Builder FQ Evaluation Results "0/00 . • Multi-disciplinary scoring Evaluation Committee Scoring Meeting Committee created a z ❑ • Full day scoring session was performed IL j • Over 2,000 pages of proposals reviewed • Over 180 references contacted • Three 3 respondents were J determined to be qualified and recommended to be short-listed. C�� RFQ Evaluation Evaluation Committee Ranking Summary Proposal Evaluation Max Acciona + CDM + HJ:em 4 tj Financial Capacity Pass/Fail Pass Pass Pass Team Experience 20 16.1 16.5 17.3 Design Experience: Seawater RO Facilities 25 21.6 20.6 21.0 Design Experience: Project Specific Design Services 10 7.7 7.8 8.4 Construction Experience: Seawater RO &Water 25 21.6 20.9 22.2 Treatment Commissioning 20 16.8 18.0 16.0 Final Score 100 83.8 83.8 84.9 ocurement Next Steps P�6�urement Schedule Next Steps • July 8, 2024: Release Request for Proposals (RFP) • September 9, 2024: RFP submissions due from short- listed firms • October 3, 2024: Evaluation Committee scores and selects most qualified proposer • December 2024/January 2025: Completion of contract negotiations with most qualified Proposer CCW Projected Rate Impact by Customer Class + Customer Billing Monthly Usage Additional Monthly O Type (TGAL) Cost Impact ' Wholesale Treated 449,772 $746,622 Large Volume 244,000 $405,040 Commercial 109 $181 .00 Residential 6 $9.96 • Estimated rate impact due to the desalination project only. • Estimated raw water rate impact based on the 2023 rate model. • Increase of$1 .66/1 ,000 gallons on raw water charge (FY29). • 2029 is the year the full debt service and O&M costs will begin. Staff Recommendation #1 solution approving staff recommendation of the @hort-listed firms, in accordance with Texas Government Code (TGC) 2269. • Kiewit • Acciona Agua and MasTec • CDM Smith and PLW Water CON ( Staff Recommendation #2 es(651-ution authorizing a contract with the top ranked ser of the Request for Proposals (RFP) and authorizing amendments and early work packages up to $138,000,000. • Negotiation, contract execution, and necessary contract amendments/ extensions for pre-construction phase design-build services with the top ranked Proposer in accordance with the TGC 2269 (Approx. $68M). • Contract execution for equipment pre-purchase items to facilitate the Project design or construction schedule (Approx. $69M). • Finalize property acquisition to support the project including acquiring pipeline easements to the point of connection (Approx. $0.75M). CLW Staff Recommendation #3 Resolution authorizing the execution of amendment number four to the Master Professional Service Agreement with Freese and Nichols for pre-construction phase support services for up to $12,000,000. • Environmental protection/enhancement and permitting • Environmental assessments and reviews necessary to complete Project property and easement acquisitions and final approval of Project permits • Project facilitation, management, oversight, and technical assistance • Other support to City for general needs and Project communications CLW Staff Recommendation #4 Motion authorizing payment of the Income Tax Component of Contribution in the amount of $255,750.00 to American Electric Power, Texas (AEP) for the Direct Connect Agreement for the Inner Harbor Desalination Treatment Plant • On January 23, 2024, Council approved the construction of the interconnection of the f Project to the Electric Council of Texas electric transmission grid for an amount of $3,062,880 CLW Staff Recommendation #5 vlse Resolution authorizing execution of a contract with MDR Advertising, of Corpus Christi, for education and communication services in the amount not to exceed $1 ,500,000.00. • $240,000 services fee and up to $1 ,260,000 in media allowances • Scope Includes • Water Supply Development �� • Emergency Communications f • Utility Rate Information • Water Quality Reporting 365 Project Timeline Going Forward Delivery Team Guaranteed Selected Maximum Preliminary Services Final Design & Construction Permits Received P P 100% Substantial Final Design Completion Acceptance I I I I I I Early I I I Construct/Procurement I I I LM Construction I I � I I I � I I Feb 2024 Nov 2024 Early 2026 Late 2027 -2028 4i ON,- Thank you ! Corpus Christi Water- Serving the Coastal Bend se 0 0 PH AGENDA MEMORANDUM NCORPO0.1¢ ss52 Action Item for the City Council Meeting of June 25, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Drew Molly, Chief Operations Officer for Corpus Christi Water DrewM(o-)cctexas.com (361) 826-3556 Jeff H. Edmonds, P.E., Director of Engineering Services 0effreye(a)cctexas.com (361) 826-3851 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(5-�cctexas.com (361) 826-3169 Resolution authorizing execution of all documents necessary to enter into a contract with the top ranked design build contractor. CAPTION: Resolution authorizing the execution of a contract and subsequent amendment(s), following the Request for Proposals (RFP), with the selected design-build firm for design services for the Inner Harbor Seawater Desalination Treatment Plant Project in the estimated amount of$68,000,000.00, authorizing execution of Phase 1A, Phase 1 B, and early work packages in the estimated amount of $69,250,000.00, and authorizing acquisition of property in the estimated amount of $750,000.00, for a total amount not to exceed $138,000,000.00; and determining all costs attributable to Raw Water; with funding available from the State Water Implementation Fund for Texas (SWIFT). SUMMARY: Resolution authorizing a contract with the selected design-build firm, land acquisition, and authorizing subsequent amendment(s) and early work packages. BACKGROUND AND FINDINGS: This item authorizes up to $138,000,000.00 for the execution of a contract and subsequent amendment(s), following the Request for Proposals with the selected design- build firm for design services for the Inner Harbor Seawater Desalination Treatment Plant Project. Obtaining authorization to select a design-build firm can significantly expedite project delivery times. With approval of this authorization, we can streamline the contractual process and reduce project delays, which are currently estimated to be $2.3M per month. This proactive approach is one the City utilizes for major capital projects such as bond projects, and one used for the Mary Rhodes Pipeline. This item authorizes an estimated amount of $68,000,000.00 for Phase 1A and Phase 1 B; planning, design, and other pre-construction phase services necessary to finalize a guaranteed maximum price (GMP) proposal for Phase 2 services. Authorization of early work packages in the estimated amount of $69,250,000.00 is also included in this item as well as acquisition of property in the estimated amount of $750,000.00. Procurement and Project Delivery: The City of Corpus Christi (City) is working through the final selection, negotiation, and execution for the Project's pre-construction phase services and to advance the Project to a guaranteed maximum price proposal. This item will authorize the City Manager to execute the activities necessary to bring the construction-phase GMP proposal for City Council consideration as summarized below. An executive summary of the scope of work is attached. • Negotiation, contract execution, and necessary contract amend ment(s)/extensions to deliver the pre-construction phase design-build services with one of the three teams listed above in accordance with the Texas Government Code (TGC) 2269. • Contract execution for equipment pre-purchase items to facilitate the Project design and construction schedule. • Finalize property acquisition to support the project including acquiring pipeline easements to the point of connection. The City is also progressing the new SWIFT III funding application, which was approved during the January 30t" Council meeting. The construction industry is still experiencing significant cost escalation as a result of continued market pressures and supply chain issues. Consequently, delays to any project of this magnitude can have a meaningful impact on the Project's overall cost; in the range of $2.3M per month. Procurement, Negotiation, and Pre-Construction Phase Design-Build Contract Execution: When compared to other delivery methods, such as Fixed-Price Design-Build (FPDB) and Public-Private-Partnership (PPP), the Progressive Design-Build (PDB) delivery process allows the City significant input to the design development and increases the transparency of how decisions are made. These benefits are critical to the long-term success of the Project under City operations and for positive community engagement throughout design and construction. Under Texas Government Code (TGC 2269), a two- step procurement process is required to select the City's PDB partner. The first step in the procurement process is to qualify the respondent firms, which has been completed. The short-list will proceed to the second step, where they will respond to the City's Request for Proposals (RFP) by providing technical and cost proposals to the Evaluation Committee. The Evaluation Committee will review the proposals and rank the proposers. Once the ranking is established, the City will select the top-ranked proposer for pre- construction services. These services will finalize the plant layout and major treatment process recommendations, allow community engagement and input, and establish the treatment pilot testing requirements for the facility design. These services will also finalize the project budget, schedule, and coordination requirements that will serve as the basis for detailed-design services up to the GMP proposal. Given the timing requirements on the expenditure of SWIFT II funds and the importance of minimizing cost escalation, it is imperative that the City maintain momentum from the completion of negotiations into delivery of services. It is equally important that the City move through subsequent negotiations and contract amendments more efficiently than can typically be afforded with individual City Council approvals. To this end, a best practice in delivery of major capital projects, and one the City has used on past water supply projects, is to authorize the City Manager to execute contracts and amendments with parameters on communication to Council when the authority is exercised. The City Manager will provide a report to Council as soon as possible after a contract or amendment is executed. Pre-Construction Phase Delivery: The Project's preconstruction phase requires multiple significant actions that must be conducted in concert and within the flow of the work to ensure an on-schedule delivery of a GMP proposal. Under the preliminary engineering phase (Phase 1A), the City will finalize certain items necessary for the design to progress into final design (Phase 113). Notably within the preliminary engineering phase, the City and the contracting team will finalize the requirements for final design, including budget, schedule and quality objectives. Once agreed to, the design-build contract will be amended to reflect the final design schedule and budgetary requirements. The Project's regulatory pilot (for TCEQ new source approval) and operational pilot (for long-term operations and water integration planning) will be performed. Either the City or the contracting team will purchase the pilot equipment with the expectation that the contracting team will operate the pilot for at least the regulatory period per the TCEQ. The equipment will remain available to the designers and the City following completion of the regulatory pilot to support design development and understanding of operating conditions that the City will manage through long-term operations. While these two piloting phases will likely use the same equipment, the initial purchase and any modifications to the pilot need to occur seamlessly to maintain project schedule. Following receipt of final permitting for the facility, the primary desalination process equipment and major electrical equipment will be acquired in the pre-construction phase. This not only facilitates the design process, but also the project budget and the overall project schedule by locking in the equipment that drives the design, limiting cost escalation risk, and determining a delivery date for equipment that the Project construction can be planned around. Finally, the final design will be developed to the point where key elements can be bid based on the subcontractor selection plan. A GMP proposal will then be negotiated and agreed to by the City. It is typical for a project to evolve through design, even under a progressive design-build approach. The City will need to respond quickly to risk management and design development items that require modification to the contracts supporting final design the project. GMP and Construction Phase: When the final design has progressed to a point where the value of construction phase risks can be appropriately quantified, the City and the Design-Build team will negotiate a GMP proposal for construction. If the City and the Design-Build team cannot agree on a GMP for the project, the contract allows the City to terminate the agreement with the Design-Build team and convert the Project delivery into a design-bid-build with the Design-Build team engineer of record serving as the City's engineer of record to finalize the design and bid the Project. This point in the Project Iifecycle provides a logical transition between "design" work and "construction" work. Staff will present a GMP proposal to City Council, and if approved, the City will proceed to full facility construction. ALTERNATIVES: The alternative is not to follow the best practices in delivery of major capital projects. If the City were not to authorize the resolution, the City would not be following best practices in delivery of a major capital project. The City strives to follow best practices and has authorized the City Manager in past water supply projects with parameters on communication to Council when Authority is exercised. FISCAL IMPACT: The fiscal impact in FY2025 is an amount not to exceed $138,000,000.00 with funding available from the SWIFT loan 2 funds. FUNDING DETAIL: Fund: SWIFT Loan 2 (Fund 4488) Department: Water (45) Org: Grants and Capital Projects (89) Activity: E15117-01-4488-EXP Amount $138,000,000.00 RECOMMENDATION: Staff recommends approval of the resolution authorizing execution of a contract and amendment(s) for early work packages. LIST OF SUPPORTING DOCUMENTS: Resolution Presentation Pre-construction phase services scope executive summary Resolution authorizing the execution of a contract and amendments for design services for the Inner Harbor Seawater Desalination Treatment Plant Project with the top scoring design-build firm following the RFP phase of procurement in the estimated amount of $68,000,000.00, authorizing execution of contract amendments and early work packages in the estimated amount of $69,250,000.00, and authorizing acquisition of property in the estimated amount of $750,000.00, for a total amount not to exceed $138,000,000.00; and determining all costs attributable to Raw Water; with funding available from the State Water Implementation Fund for Texas (SWIFT). WHEREAS, in accordance with Chapter 2269 of the Texas Government Code, the City is procuring a design-build contractor for the Inner Harbor Seawater Desalination Treatment Plant; WHEREAS, the City has evaluated the Statement of Qualifications submitted in response to the Request for Qualifications and will request a Proposal from the following design-build firms: Corpus Christi Desal Partners, a Joint Venture of Acciona Agua Corporation and MasTec Industrial; Corpus Christi Desalination Team, a Joint Venture of CDM Constructors, Inc. and PLW Waterworks, LLC; Kiewit Infrastructure South Co. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute a contract for the Inner Harbor Seawater Desalination Treatment Plant Project with the top ranked proposer in response to the Request for Proposal and a professional services agreement with the lead designer, Design-Build contract amendments and contracts to acquire property in a total amount not to exceed $138,000,000.00. SECTION 2. If a contract is unable to be negotiated with the top scoring firm, the City Manager or designee is authorized to negotiate with the remaining firms until a design- build firm is selected and a contract is executed. SECTION 3. The Inner Harbor Seawater Desalination Treatment Plant will provide a new water source for the City of Corpus Christi and all of its customers, including both treated water customers and raw water customers. Accordingly, all costs for the Inner Harbor Seawater Desalination Treatment Plant are chargeable and attributable to raw water. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary PRE-CONSTRUCTION PHASE SERVICES SCOPE EXECUTIVE SUMMARY The City will deliver the Corpus Christi Inner Harbor Seawater Desalination Treatment Plant Project (Project) through the progressive design-build (PDB) collaborative delivery method. The PDB method is intended to increase collaboration and efficiency during all phases of the Project. The City will contract directly with a single Design-Builder for all aspects of the Design-Build Contract Services, which are divided into three phases: • Phase 1, or Pre-Construction Phase Services, will provide final facility planning, design and other preconstruction phase services necessary to finalize a guaranteed maximum price (GMP) proposal for Phase 2 services. • Phase 2, or Construction Phase Services, will provide the construction necessary to achieve a final completion of the facility to transition into Phase 3 services. • Phase 3, or Interim Operations and Maintenance (O&M) and Handover Services, will operate the facility or approximately one year and transition the facility over to City staff operations. Throughout the Project, the Design-Builder will be the single point of contact and have contractual responsibility for all design, construction, and operational transition services contracted by the City. In general, these services include: • Planning, piloting, design, permitting, construction, start-up, testing, and outfitting of the Project during its Phase 1 and Phase 2 Services. • Operation, maintenance, asset management planning, and short-term repair and replacement of all Project equipment during Phase 3 Services. • O&M training for City or other O&M contractor staff, and services needed to effectively transfer the O&M of the Plant from the Design Builder to the City at the end of the Phase 3 Services. This includes working alongside City operations personnel who will shadow Design-Builder's staff during Phase 3. The Pre-Construction Phase Services of Phase 1 are broken into two parts, Phase 1A and Phase 1 B. Phase 1A includes the finalizing the pilot protocol, procuring the pilot equipment, and providing a detailed facility plan and treatment approach that establishes the Project's full-scale design requirements. This phase will also include the development of the Project's detailed Cost Model. Phase 1 B includes the services the Design-Builder will perform to develop the facility design to the point where a GMP for construction of the facility can be negotiated and will include necessary pre-purchase of equipment to facilitate the design and on-schedule delivery of the Project. Specifically, Phase 1A will include the following efforts: 1 . Pilot Study: A pilot study will be required to comply with the Texas Commission on Environmental Quality (TCEQ) requirements for innovative treatment technologies. The Design-Builder, in partnership with the City, will be responsible to finalize the pilot study protocol, execute the pilot study, and prepare a pilot report for review and approval by the TCEQ. In addition, the Design-Builder shall confirm raw Seawater Quality and finished water compatibility with the City's distribution system. 2. Evaluation: The Design-Builder, as part of their Phase 1A responsibilities, will prepare the following deliverables that will be used to inform and guide the design of the Project: • Preliminary Facility Plan • General Form and Function of the Plant • General Form/Architectural Concept of the Plant Buildings/Facility Features • Process Flow Diagrams • Clear Design Concept • Preliminary Control Narrative • Philosophy of the Plant Operations • Preliminary Process and Instrumentation Diagram (P&ID) for treatment components • Process Design of the Facility • Electrical One-Line of the Facility and Associated Power Requirements • Baseline Project Cost Model and Project Schedule 3. Environmental Protection/Enhancement: The Design-Builder will perform evaluations necessary to define project requirements to protect and enhance the marine and terrestrial environments associated with the Project for incorporation into Phase 1 B, Phase 2 and Phase 3 services. 4. Basis of Design Report: The Design-Builder will prepare a Basis of Design report summarizing the evaluations, reviewed water quality and flow data, and defining the basis of design for each of the major project units. 5. Survey: The Design-Builder will evaluate available survey data and determine whether and when additional survey information will be required. Design- Builder will subcontract the services of a licensed surveyor to complete requisite survey of the selected project site, including a complete boundary and topographic survey. 6. Geotechnical: The Design-Builder will evaluate the geotechnical baseline report and determine whether and when additional geotechnical information is required. Design-Builder will provide additional geotechnical services that include the development of a geotechnical report or memorandum to support the design for new structures associated with the Project. 7. Cost Modeling: The Design-Builder shall perform cost modeling to develop the Opinion of Probable Construction Cost for the Basis of Design Report, and also to support alternative evaluation processes during detailed design. 8. Safety by Design Planning: Design-Builder shall develop an initial health & safety plan submission defining how safety will be incorporated into the design and approaches that will be used to ensure public safety through design and construction services. 9. Project Management: The Design-Builder shall provide project management of all Phase 1A services as well as preparation of project management and coordination recommendations for Phase 1 B. Items include, but are not limited to, document management, BIM/CAD requirements, risk development/ modeling, schedule development, procurement plan development, Early Works Packages recommendations, and submission requirements for Phase 1 B. Phase 1 B services will include design development of the project to what is known in the industry as a 60% to 70% level of design development suitable for negotiation of a GMP proposal for finalization of the design and construction of the Project, and will generally address detailed design and planning for the following: • Onsite improvements including site roadways, parking, lighting, wayfinding, sidewalks, landscaping, site security, site access control features, and facilities needed to supply the site utilities required for the operation of the Plant, including construction of a step-down substation to provide electrical power to the Plant. • Offsite improvements including access easement roadways; an offsite Product Water transmission line up to the POC; and two 10 MG ground storage tanks. • Coordination with AEP on substation design and construction schedule to provide electrical power to the Plant. AEP will be responsible for designing and building their 138kV substation adjacent to the Plant Site. The Design-Builder shall be required to coordinate the design of the City's' step down substation with AEP's design of their 138kV substation. • Prepurchase of long lead time items such as electrical equipment and process equipment to facilitate the Project's schedule. • Plant commissioning planning indicating the steps required to demonstrate that the Plant can reliably produce Product Water and has all relevant Governmental Approvals and that will additionally indicate what coordination steps will be required to prepare the new source of supply to be safely integrated into the City's system. • Permitting and other Governmental Approvals necessary for the performance of the Contract Services on behalf of the City with the exception of permits the City will retain the responsibility for obtaining such as: the water right (diversion) authorization for raw water, the Texas Pollutant Discharge Elimination System (TPDES) permit for the discharge into the ship channel, and the US Army Corps of Engineers (USACE) permit(s). • Stakeholder outreach and public information services to support the City's ongoing outreach efforts. The Design-Builder shall be responsible, at a minimum, for ensuring project activities are managed in a manner that maintains a positive and safe environment for the community, as well as providing routine updates on the Project's progress to local community groups, maintaining the Project schedule and activities on the Project website, and attending/participating in other functions held by the City to promote the Project and to maintain community support. • Project management/coordination of all Phase 1 B services as well as preparation of project management and coordination recommendations for Phase 2. Inner Harbor Seawater Desalination Treatment Plant Procurement Update Drew Molly, P.E. Chief Operating Officer Josh Chronley, CTCD Chief Procurement Officer City of Corpus Christi Corpus June 25, 2024 Christi Water- dolorr Serving the Coastal Send A* Procurement Team Drew Molly, Josh Jason Cocklin, Paul Walker, Neil Callahan Charles M. Wolf, P.E. Chronley, PE, BCEE P.E. Vice President, DEng, PE, BCEE Chief CTCD Project Manager, Senior Vice Water Advisory Principal/Vice Operating Chief Freese and President, Services, President, Freese Officer, Corpus Procurement Nichols Carollo WSP and Nichols Christi Water Officer, City of Engineers Corpus Christi CCW �,� Project Council Action Ap�Fove short-Listed Firms to move to Request for Proposals (RFP) Contract with the top ranked Proposer and authorize future amendments and early work packages. Amend Freese and Nichols Master Services Agreement Approve AEP Federal Income Tax Pass-through Cost Approve CCW Education and Communication Initiative CCW 'Project Council Actions VV 400 Approve the short-listed firms for the Inner Harbor �- Seawater Desalination y Treatment Plant Project. -F =A:�• _;� = , :�, A; r 7 --- ssrnr � CCW Procurement Update On MJ h 29, 2024, the Request for Qualifications (RFQ) was issued. • The City received four (4) Statements of Qualifications (SOQ). `• One SOQ was incomplete. • An independent financial review of the three (3) complete respondent firms was performed with no concerns found. Three (3) firms were deemed complete and responsive. OAAW Tampa Bay Desalination Plant Discharge Location Procurement Process • T hree (3) qualified and responsive firms are the following: *ered in -Ip 9 habetical order using the Joint Venture names oint Venture Cacciona + O:OM a s T e c — Corpus Christi Industrial Desal Partners CaSeVG PHOENIX +J iNousreiA[ Joint Venture CDMPLW CORPUS C DESALINATION EAM Smith + T TEAM waterworks TczaS RcSoarccS CTlobal SolvionS. Standalone Prime *Kiewit Kiewit Infrastructure South Co. Respondent&Design-Builder FQ Evaluation Results "0/00 . • Multi-disciplinary scoring Evaluation Committee Scoring Meeting Committee created a z ❑ • Full day scoring session was performed IL j • Over 2,000 pages of proposals reviewed • Over 180 references contacted • Three 3 respondents were J determined to be qualified and recommended to be short-listed. C�� RFQ Evaluation Evaluation Committee Ranking Summary Proposal Evaluation Max Acciona + CDM + HJ:em 4 tj Financial Capacity Pass/Fail Pass Pass Pass Team Experience 20 16.1 16.5 17.3 Design Experience: Seawater RO Facilities 25 21.6 20.6 21.0 Design Experience: Project Specific Design Services 10 7.7 7.8 8.4 Construction Experience: Seawater RO &Water 25 21.6 20.9 22.2 Treatment Commissioning 20 16.8 18.0 16.0 Final Score 100 83.8 83.8 84.9 ocurement Next Steps P�6�urement Schedule Next Steps • July 8, 2024: Release Request for Proposals (RFP) • September 9, 2024: RFP submissions due from short- listed firms • October 3, 2024: Evaluation Committee scores and selects most qualified proposer • December 2024/January 2025: Completion of contract negotiations with most qualified Proposer CCW Projected Rate Impact by Customer Class + Customer Billing Monthly Usage Additional Monthly O Type (TGAL) Cost Impact ' Wholesale Treated 449,772 $746,622 Large Volume 244,000 $405,040 Commercial 109 $181 .00 Residential 6 $9.96 • Estimated rate impact due to the desalination project only. • Estimated raw water rate impact based on the 2023 rate model. • Increase of$1 .66/1 ,000 gallons on raw water charge (FY29). • 2029 is the year the full debt service and O&M costs will begin. Staff Recommendation #1 solution approving staff recommendation of the @hort-listed firms, in accordance with Texas Government Code (TGC) 2269. • Kiewit • Acciona Agua and MasTec • CDM Smith and PLW Water CON ( Staff Recommendation #2 es(651-ution authorizing a contract with the top ranked ser of the Request for Proposals (RFP) and authorizing amendments and early work packages up to $138,000,000. • Negotiation, contract execution, and necessary contract amendments/ extensions for pre-construction phase design-build services with the top ranked Proposer in accordance with the TGC 2269 (Approx. $68M). • Contract execution for equipment pre-purchase items to facilitate the Project design or construction schedule (Approx. $69M). • Finalize property acquisition to support the project including acquiring pipeline easements to the point of connection (Approx. $0.75M). CLW Staff Recommendation #3 Resolution authorizing the execution of amendment number four to the Master Professional Service Agreement with Freese and Nichols for pre-construction phase support services for up to $12,000,000. • Environmental protection/enhancement and permitting • Environmental assessments and reviews necessary to complete Project property and easement acquisitions and final approval of Project permits • Project facilitation, management, oversight, and technical assistance • Other support to City for general needs and Project communications CLW Staff Recommendation #4 Motion authorizing payment of the Income Tax Component of Contribution in the amount of $255,750.00 to American Electric Power, Texas (AEP) for the Direct Connect Agreement for the Inner Harbor Desalination Treatment Plant • On January 23, 2024, Council approved the construction of the interconnection of the f Project to the Electric Council of Texas electric transmission grid for an amount of $3,062,880 CLW Staff Recommendation #5 vlse Resolution authorizing execution of a contract with MDR Advertising, of Corpus Christi, for education and communication services in the amount not to exceed $1 ,500,000.00. • $240,000 services fee and up to $1 ,260,000 in media allowances • Scope Includes • Water Supply Development �� • Emergency Communications f • Utility Rate Information • Water Quality Reporting 365 Project Timeline Going Forward Delivery Team Guaranteed Selected Maximum Preliminary Services Final Design & Construction Permits Received P P 100% Substantial Final Design Completion Acceptance I I I I I I Early I I I Construct/Procurement I I I LM Construction I I � I I I � I I Feb 2024 Nov 2024 Early 2026 Late 2027 -2028 4i ON,- Thank you ! Corpus Christi Water- Serving the Coastal Bend SC w O U NoAowAYE° AGENDA MEMORANDUM xg52 Action Item for the City Council Meeting June 25, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(a)cctexas.com (361) 826-3851 Drew Molly P.E, Chief Operations Officer for Corpus Christi Water drewma-cctexas.com (361) 826-1853 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(u-)cctexas.com (361) 826-3169 Professional Services Agreement with Freese and Nichols Inner Harbor Seawater Desalination Treatment Plant CAPTION: Resolution authorizing Amendment No. 3 for pre-construction phase services to the Master Services Agreement with Freese and Nichols for the Inner Harbor Seawater Desalination Treatment Plant Project in the amount of$12,000,000.00, for a total contract value not to exceed $21,033,994.00; with funding available from the State Water Implementation Fund for Texas (SWIFT). SUMMARY: Resolution authorizing an amendment to the Master Professional Service Agreement with Freese and Nichols. BACKGROUND AND FINDINGS: The City will deliver the Corpus Christi Inner Harbor Seawater Desalination Treatment Plant Project (Project) through the progressive design-build (PDB) collaborative delivery method. The PDB method is intended to increase collaboration and efficiency during all phases of the Project. The City will contract directly with a single Design-Builder for all aspects of the Design-Build Contract Services. In addition, the City will continue its Owner's Advisor support services with Freese and Nichols into the pre-construction phase to provide staff augmentation and technical expertise through this phase and for Guaranteed Maximum Price (GMP) proposal negotiations. In 2014, the City issued a request for qualifications for an Owner's Representative and technical subject expert team to assist in the development of seawater desalination program from conceptual development through the selection of a desalination project contractor and final commissioning and delivery of seawater desalination facilities. The City selected and contracted FNI as the Owner Representative for its Seawater Desalination Program. In November 2017, an MSA was executed with FNI for pre-project planning. Task orders under the MSA in the amount of$5,254,000.00 were issued for seawater desalination plant siting, permit applications, infrastructure integration planning, survey, and other required effort to progress the project toward an ultimate objective of collaborative delivery which is the procurement phase of the Project. In January 2024, City Council approved Amendment No. 2 to the MSA to provide procurement support services to select a progressive design-build partner for the implementation of the project. This item is to approve Amendment No. 3 for the pre-construction phase. The Owner's Advisor scope of work for pre-construction phase services are summarized below. An executive summary of the scope of work is attached. • Environmental protection/enhancement and permitting and Project authorizations • Environmental assessments and reviews necessary to complete Project property and easement acquisitions; environmental engineering and analysis necessary to support final approval of Project permits; consulting services necessary for community engagement and coordination associated with the Project • Project facilitation • Project management, oversight and technical assistance to City • Other support to City for general needs and Project communications • Management and quality assurance/control of professional services Pre-Project Planning services do not have an industry standard, as they are based on complexity and the need of the Owner. Owner's authorized representative services are typically 5% of the total construction cost. This breaks down to 1% for procurement, 2% for pre-construction phase services, and 2% for construction phase services. The$5,254,000 pre-project planning work is not included in the 5% project-based services. A summary table below outlines the costs based on the total construction cost of $654,700,000 which includes the Seawater Desalination Plant Construction, High Service Pump Station, Infrastructure Integration Construction, AEP Substation & Transmission Allocation. The $12,000,000 recommendation is below the industry standard. Phase Industry Industry Standard FNI FNI Contract Standard Pre-Project Planning Variable N/A N/A $5,254,000 Procurement 1% $6,547,000 0.57% $3,779,994 Pre-Construction 2% $13,094,000 1.83% $12,00,000 Construction 2% $13,094,000 TBD TBD Total 5% $32,735,000 TBD TBD ALTERNATIVES: The alternative is for the City to hire the additional staff and technical experts necessary to provide complete oversight of the design-builder's preconstruction phase and environmental protection/ enhancement efforts for the Project. FISCAL IMPACT: This fiscal impact for FY 2025 is an amount not to exceed $12,000,000.00 for professional services with funding available from the State Water Implementation Fund Texas (SWIFT) Loan 2 funds. FUNDING DETAIL: Fund: SWIFT Loan 2 (Fund 4488) Department: Water (045) Org: Grants and Capital Projects (89) Activity: E15117-01-4488-EXP Account: 530000 Amount: $12,000,000.00 RECOMMENDATION: Staff recommends approval of the resolution authorizing execution of a contract amendment with Freese and Nichols, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Pre-Construction Phase Owner's Advisory Services Scope Executive Summary Resolution authorizing Amendment No. 3 to the Master Services Agreement with Freese and Nichols for pre-construction phase services for the Inner Harbor Seawater Desalination Treatment Plant Project in the amount of $12,000,000.00, for a total contract value not to exceed $21,033,994.00, with funding available from the State Water Implementation Fund for Texas (SWIFT). Whereas, by Ordinance No. 031287, City Council authorized a Master Services Agreement (MSA) with Freese and Nichols on November 7, 2017, to provide Owner's Representative Services for Project E15117 Seawater Desalination. The MSA was for two years with two one-year renewals for a total contract value not to exceed $5,254,000. Whereas, MSA Amendment No. 1 to extend the contract term by five years for $0 was executed on May 11 , 2021 . Whereas, by Ordinance No. 033273, City Council authorized MSA Amendment No. 2 to add the procurement scope of work for $3,779,994 on January 30, 2024. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute amendments to the master professional services contract with Freese and Nichols for the Inner Harbor Seawater Desalination Treatment Plant Project in the amount of $12,000,000 for a total contract value not to exceed $21,033,994.00. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary PRE-CONSTRUCTION PHASE SERVICES SCOPE EXECUTIVE SUMMARY The City will deliver the Corpus Christi Inner Harbor Seawater Desalination Treatment Plant Project (Project) through the progressive design-build (PDB) collaborative delivery method. The PDB method is intended to increase collaboration and efficiency during all phases of the Project. The City will contract directly with a single Design-Builder for all aspects of the Design-Build Contract Services, which are divided into three phases: • Phase 1, or Pre-Construction Phase Services, will provide final facility planning, design and other preconstruction phase services necessary to finalize a guaranteed maximum price (GMP) proposal for Phase 2 services. • Phase 2, or Construction Phase Services, will provide the construction necessary to achieve a final completion of the facility to transition into Phase 3 services. • Phase 3, or Interim Operations and Maintenance (O&M) and Handover Services, will operate the facility or approximately one year and transition the facility over to City staff operations. Throughout the Project, the Design-Builder will be the single point of contact and have contractual responsibility for all design, construction, and operational transition services contracted by the City. In general, these services include: • Planning, piloting, design, permitting, construction, start-up, testing, and outfitting of the Project during its Phase 1 and Phase 2 Services. • Operation, maintenance, asset management planning, and short-term repair and replacement of all Project equipment during Phase 3 Services. • O&M training for City or other O&M contractor staff, and services needed to effectively transfer the O&M of the Plant from the Design Builder to the City at the end of the Phase 3 Services. This includes working alongside City operations personnel who will shadow Design-Builder's staff during Phase 3. The Pre-Construction Phase Services of Phase 1 are broken into two parts, Phase 1A and Phase 1 B. Phase 1A includes the finalizing the pilot protocol, procuring the pilot equipment, and providing a detailed facility plan and treatment approach that establishes the Project's full-scale design requirements. This phase will also include the development of the Project's detailed Cost Model. Phase 1 B includes the services the Design-Builder will perform to develop the facility design to the point where a GMP for construction of the facility can be negotiated and will include necessary pre-purchase of equipment to facilitate the design and on-schedule delivery of the Project. Specifically, Phase 1A will include the following efforts: 1 . Pilot Study: A pilot study will be required to comply with the Texas Commission on Environmental Quality (TCEQ) requirements for innovative treatment technologies. The Design-Builder, in partnership with the City, will be responsible to finalize the pilot study protocol, execute the pilot study, and prepare a pilot report for review and approval by the TCEQ. In addition, the Design-Builder shall confirm raw Seawater Quality and finished water compatibility with the City's distribution system. 2. Evaluation: The Design-Builder, as part of their Phase 1A responsibilities, will prepare the following deliverables that will be used to inform and guide the design of the Project: • Preliminary Facility Plan • General Form and Function of the Plant • General Form/Architectural Concept of the Plant Buildings/Facility Features • Process Flow Diagrams • Clear Design Concept • Preliminary Control Narrative • Philosophy of the Plant Operations • Preliminary Process and Instrumentation Diagram (P&ID) for treatment components • Process Design of the Facility • Electrical One-Line of the Facility and Associated Power Requirements • Baseline Project Cost Model and Project Schedule 3. Environmental Protection/Enhancement: The Design-Builder will perform evaluations necessary to define project requirements to protect and enhance the marine and terrestrial environments associated with the Project for incorporation into Phase 1 B, Phase 2 and Phase 3 services. 4. Basis of Design Report: The Design-Builder will prepare a Basis of Design report summarizing the evaluations, reviewed water quality and flow data, and defining the basis of design for each of the major project units. 5. Survey: The Design-Builder will evaluate available survey data and determine whether and when additional survey information will be required. Design- Builder will subcontract the services of a licensed surveyor to complete requisite survey of the selected project site, including a complete boundary and topographic survey. 6. Geotechnical: The Design-Builder will evaluate the geotechnical baseline report and determine whether and when additional geotechnical information is required. Design-Builder will provide additional geotechnical services that include the development of a geotechnical report or memorandum to support the design for new structures associated with the Project. 7. Cost Modeling: The Design-Builder shall perform cost modeling to develop the Opinion of Probable Construction Cost for the Basis of Design Report, and also to support alternative evaluation processes during detailed design. 8. Safety by Design Planning: Design-Builder shall develop an initial health & safety plan submission defining how safety will be incorporated into the design and approaches that will be used to ensure public safety through design and construction services. 9. Project Management: The Design-Builder shall provide project management of all Phase 1A services as well as preparation of project management and coordination recommendations for Phase 1 B. Items include, but are not limited to, document management, BIM/CAD requirements, risk development/ modeling, schedule development, procurement plan development, Early Works Packages recommendations, and submission requirements for Phase 1 B. Phase 1 B services will include design development of the project to what is known in the industry as a 60% to 70% level of design development suitable for negotiation of a GMP proposal for finalization of the design and construction of the Project, and will generally address detailed design and planning for the following: • Onsite improvements including site roadways, parking, lighting, wayfinding, sidewalks, landscaping, site security, site access control features, and facilities needed to supply the site utilities required for the operation of the Plant, including construction of a step-down substation to provide electrical power to the Plant. • Offsite improvements including access easement roadways; an offsite Product Water transmission line up to the POC; and two 10 MG ground storage tanks. • Coordination with AEP on substation design and construction schedule to provide electrical power to the Plant. AEP will be responsible for designing and building their 138kV substation adjacent to the Plant Site. The Design-Builder shall be required to coordinate the design of the City's' step down substation with AEP's design of their 138kV substation. • Prepurchase of long lead time items such as electrical equipment and process equipment to facilitate the Project's schedule. • Plant commissioning planning indicating the steps required to demonstrate that the Plant can reliably produce Product Water and has all relevant Governmental Approvals and that will additionally indicate what coordination steps will be required to prepare the new source of supply to be safely integrated into the City's system. • Permitting and other Governmental Approvals necessary for the performance of the Contract Services on behalf of the City with the exception of permits the City will retain the responsibility for obtaining such as: the water right (diversion) authorization for raw water, the Texas Pollutant Discharge Elimination System (TPDES) permit for the discharge into the ship channel, and the US Army Corps of Engineers (USACE) permit(s). • Stakeholder outreach and public information services to support the City's ongoing outreach efforts. The Design-Builder shall be responsible, at a minimum, for ensuring project activities are managed in a manner that maintains a positive and safe environment for the community, as well as providing routine updates on the Project's progress to local community groups, maintaining the Project schedule and activities on the Project website, and attending/participating in other functions held by the City to promote the Project and to maintain community support. • Project management/coordination of all Phase 1 B services as well as preparation of project management and coordination recommendations for Phase 2. Inner Harbor Seawater Desalination Treatment Plant Procurement Update Drew Molly, P.E. Chief Operating Officer Josh Chronley, CTCD Chief Procurement Officer City of Corpus Christi Corpus June 25, 2024 Christi Water- dolorr Serving the Coastal Send A* Procurement Team Drew Molly, Josh Jason Cocklin, Paul Walker, Neil Callahan Charles M. Wolf, P.E. Chronley, PE, BCEE P.E. Vice President, DEng, PE, BCEE Chief CTCD Project Manager, Senior Vice Water Advisory Principal/Vice Operating Chief Freese and President, Services, President, Freese Officer, Corpus Procurement Nichols Carollo WSP and Nichols Christi Water Officer, City of Engineers Corpus Christi CCW �,� Project Council Action Ap�Fove short-Listed Firms to move to Request for Proposals (RFP) Contract with the top ranked Proposer and authorize future amendments and early work packages. Amend Freese and Nichols Master Services Agreement Approve AEP Federal Income Tax Pass-through Cost Approve CCW Education and Communication Initiative CCW 'Project Council Actions VV 400 Approve the short-listed firms for the Inner Harbor �- Seawater Desalination y Treatment Plant Project. -F =A:�• _;� = , :�, A; r 7 --- ssrnr � CCW Procurement Update On MJ h 29, 2024, the Request for Qualifications (RFQ) was issued. • The City received four (4) Statements of Qualifications (SOQ). `• One SOQ was incomplete. • An independent financial review of the three (3) complete respondent firms was performed with no concerns found. Three (3) firms were deemed complete and responsive. OAAW Tampa Bay Desalination Plant Discharge Location Procurement Process • T hree (3) qualified and responsive firms are the following: *ered in -Ip 9 habetical order using the Joint Venture names oint Venture Cacciona + O:OM a s T e c — Corpus Christi Industrial Desal Partners CaSeVG PHOENIX +J iNousreiA[ Joint Venture CDMPLW CORPUS C DESALINATION EAM Smith + T TEAM waterworks TczaS RcSoarccS CTlobal SolvionS. Standalone Prime *Kiewit Kiewit Infrastructure South Co. Respondent&Design-Builder FQ Evaluation Results "0/00 . • Multi-disciplinary scoring Evaluation Committee Scoring Meeting Committee created a z ❑ • Full day scoring session was performed IL j • Over 2,000 pages of proposals reviewed • Over 180 references contacted • Three 3 respondents were J determined to be qualified and recommended to be short-listed. C�� RFQ Evaluation Evaluation Committee Ranking Summary Proposal Evaluation Max Acciona + CDM + HJ:em 4 tj Financial Capacity Pass/Fail Pass Pass Pass Team Experience 20 16.1 16.5 17.3 Design Experience: Seawater RO Facilities 25 21.6 20.6 21.0 Design Experience: Project Specific Design Services 10 7.7 7.8 8.4 Construction Experience: Seawater RO &Water 25 21.6 20.9 22.2 Treatment Commissioning 20 16.8 18.0 16.0 Final Score 100 83.8 83.8 84.9 ocurement Next Steps P�6�urement Schedule Next Steps • July 8, 2024: Release Request for Proposals (RFP) • September 9, 2024: RFP submissions due from short- listed firms • October 3, 2024: Evaluation Committee scores and selects most qualified proposer • December 2024/January 2025: Completion of contract negotiations with most qualified Proposer CCW Projected Rate Impact by Customer Class + Customer Billing Monthly Usage Additional Monthly O Type (TGAL) Cost Impact ' Wholesale Treated 449,772 $746,622 Large Volume 244,000 $405,040 Commercial 109 $181 .00 Residential 6 $9.96 • Estimated rate impact due to the desalination project only. • Estimated raw water rate impact based on the 2023 rate model. • Increase of$1 .66/1 ,000 gallons on raw water charge (FY29). • 2029 is the year the full debt service and O&M costs will begin. Staff Recommendation #1 solution approving staff recommendation of the @hort-listed firms, in accordance with Texas Government Code (TGC) 2269. • Kiewit • Acciona Agua and MasTec • CDM Smith and PLW Water CON ( Staff Recommendation #2 es(651-ution authorizing a contract with the top ranked ser of the Request for Proposals (RFP) and authorizing amendments and early work packages up to $138,000,000. • Negotiation, contract execution, and necessary contract amendments/ extensions for pre-construction phase design-build services with the top ranked Proposer in accordance with the TGC 2269 (Approx. $68M). • Contract execution for equipment pre-purchase items to facilitate the Project design or construction schedule (Approx. $69M). • Finalize property acquisition to support the project including acquiring pipeline easements to the point of connection (Approx. $0.75M). CLW Staff Recommendation #3 Resolution authorizing the execution of amendment number four to the Master Professional Service Agreement with Freese and Nichols for pre-construction phase support services for up to $12,000,000. • Environmental protection/enhancement and permitting • Environmental assessments and reviews necessary to complete Project property and easement acquisitions and final approval of Project permits • Project facilitation, management, oversight, and technical assistance • Other support to City for general needs and Project communications CLW Staff Recommendation #4 Motion authorizing payment of the Income Tax Component of Contribution in the amount of $255,750.00 to American Electric Power, Texas (AEP) for the Direct Connect Agreement for the Inner Harbor Desalination Treatment Plant • On January 23, 2024, Council approved the construction of the interconnection of the f Project to the Electric Council of Texas electric transmission grid for an amount of $3,062,880 CLW Staff Recommendation #5 vlse Resolution authorizing execution of a contract with MDR Advertising, of Corpus Christi, for education and communication services in the amount not to exceed $1 ,500,000.00. • $240,000 services fee and up to $1 ,260,000 in media allowances • Scope Includes • Water Supply Development �� • Emergency Communications f • Utility Rate Information • Water Quality Reporting 365 Project Timeline Going Forward Delivery Team Guaranteed Selected Maximum Preliminary Services Final Design & Construction Permits Received P P 100% Substantial Final Design Completion Acceptance I I I I I I Early I I I Construct/Procurement I I I LM Construction I I � I I I � I I Feb 2024 Nov 2024 Early 2026 Late 2027 -2028 4i ON,- Thank you ! Corpus Christi Water- Serving the Coastal Bend SC ,00 � w 0 N°aPoaa ° AGENDA MEMORANDUM zss2 Action Item for the City Council Meeting of June 25, 2024 DATE: April 19, 2024 TO: Peter Zanoni, City Manager FROM: Drew Molly P.E, Director of Water Systems and Support Services drewm(cD-cctexas.com (361) 826-1853 Motion authorizing payment of the Income Tax Component of Contribution in the amount of $255,750.00 to American Electric Power, Texas (AEP) for the Direct Connect Agreement CAPTION: Motion authorizing payment of the Federal Income Tax Component of Contribution (ITCC) in the amount of $255,750.00 to American Electric Power, Texas (AEP) for the Contribution in Aid of Construction Direct Connect Agreement for the Inner Harbor Seawater Desalination Treatment Plant Project, with FY 2024 funding available from the State Water Implementation Fund for Texas (SWIFT). SUMMARY: This motion authorizes payment of the income tax component of the Contribution in Aid of Construction (CIAC) Agreement in the amount of$255,750.00, located in Council District 1 with FY 2024 funding available from the State Water Implementation Fund Texas Loan-2020. BACKGROUND AND FINDINGS: City Council approved the Direct Connect Agreement (CIAC) to pay $3,062,880 for construction of electric facilities required for the Inner Harbor Desalination Treatment Plant Project. The City's contribution of$3,062,880 is considered by the IRS to be a prepayment for service, and AEP is required to pay income tax on the$3,062,880. Prior to 2017, AEP was not required to pay income tax on contributions made by the government because of a public benefit exception, however in 2017, the Internal Revenue Code was amended to require that all contributions, including contributions for government projects, are subject to income tax. The Public Utility Commission of Texas approved AEP's Tariff for Electric Delivery Services (Tarriff). Chapter 6 of the Tariff provides that CIACs are taxable and shall include an Income Tax Component (ITCC). The amount of the CIAC will be the total cost of the facilities plus the impact for taxes. AEP Texas delivers electricity to over one million electric meters, serving homes, businesses, and industries in south and west Texas. AEP Texas provides regulated energy delivery service to consumers, regardless of which Retail Electric Provider (REP) they choose. The region headquarters is in Corpus Christi. AEP Texas also builds new powerlines, restores service following outages and uses advanced meters to record electric use for REPs throughout its service territory. On May 24, 2023, Council authorized a professional services agreement with AEP Texas to provide preliminary engineering and regulatory work associated with the interconnection of the plant to the ERCOT electric transmission grid. On January 30, 2024, Council authorized a CIAC with AEP for the Direct Connect Agreement, which includes the construction of a new 138 kV transmission line(s) and a new 138 kV substation. Total construction cost is $16,719,288 to which the City will contribute $3,062,880 plus the tax impacts of$255,750. PROJECT TIMELINE: Design and construction of the 138 kV power infrastructure will commence once the contract is executed. ALTERNATIVES: An alternative is to not proceed with the authorization which will delay the construction of the 138 kV power infrastructure and ultimately delay the Project. AEP Texas is the owner and operator of electric delivery infrastructure in our area, staff finds no equal measures available and is unable to recommend alternatives that are not in the best interest of public safety. FISCAL IMPACT: This fiscal impact for FY 2024 is an amount of $255,750 for preliminary design, with funding available from the State Water Implementation Fund for Texas (SWIFT). FUNDING DETAIL: This project is listed in the FY 2024 Capital Improvement Program. Fund: 2020C SWIRFT Bd (Fund 4483) Department: Water Planning (041) Project: Seawater Desalination (Project No. E15117) Account: Design / Outside Consultants (550950) Activity: E15117-01-4483-EXP Amount: $255,750 RECOMMENDATION: Staff recommends approval of the authorization to pay the Income Tax Component of Contribution in the amount of $255,750.00 to American Electric Power, Texas for the Direct Connect Agreement. LIST OF SUPPORTING DOCUMENTS: AEP Texas Inc. P.O.Box 2121 Corpus Christi,TX 78403-2121 aeptexas.com AEP TEXAS An AEP Company BOUNDLESS ENERGY April ---, 2024 City of Corpus Christi 1201 Leopard St Corpus Christi, TX 78401 Re: CIAC - Direct Connect Agreement for City of Corpus Christi Desalination Plant; Nueces County, Texas Dear Jeff Edmonds: This letter (the "Agreement') sets forth an agreement between City of Corpus Christi ("Customer") and AEP Texas Inc., a Delaware corporation, ("AEP Texas") under the terms of which AEP Texas will proceed with the engineering, design, procurement and construction work described in Exhibit A to this Agreement (the "Direct Connect Work") in order to provide the direct connection for electric Delivery Service to Customer's Inner Harbor Seawater Desalination Treatment Plant located in Nueces County, Texas (the "Plant"). Customer has requested AEP Texas to Direct Connect for Delivery Service to the Plant with 30NM at transmission voltage pursuant to Section 6.1.1.1.5 of AEP Texas' Tariff for Electric Delivery Service (the "Tariff'), and AEP Texas has agreed to provide service pursuant to this Agreement to effect the direct connection for such Delivery Service.! The "Effective Date" of this Agreement is the date the Agreement is fully executed by both parties and the receipt of the first CIAC payment as specified in Exhibit A of this Agreement. AEP Texas has indicated that the estimated cost' of performing the Direct Connect Work, as outlined in Exhibit A, is Sixteen Million Seven Hundred Nineteen Thousand Two Hundred and Eighty-Eight Dollars ($16,719,288.00) which Customer acknowledges is reasonable. The estimated cost of performing the Direct Connect Work is determined in accordance with AEP Texas' standard accounting practices. In accordance with the due dates in Exhibit A, Customer ' All capitalized terms used in this Agreement, including the attached Exhibit A, but not defined have the meanings given to them in the Tariff,unless the context in which such terms are used clearly indicates otherwise. 2 As used in this Agreement, the term"cost" means all of AEP Texas' expenses in performing the Direct Connect Work including,but not limited to,actual attorney's fees associated with providing the service under this Agreement and all of AEP Texas' fully embedded costs for labor,materials, and equipment(including all applicable overheads and taxes associated with Customer's CIAC) as determined in accordance with AEP Texas' standard accounting practices and Tariff. CIACs are taxable and "cosf' shall include an Income Tax Component of Contribution ("ITCC") at the current applicable rates, which are revised and published by AEP annually and are available upon request. ACD GO-I RDENT1A1 Doe 817121 City of CC /AEP Texas Direct Connect Agreement April 19, 2024 Page 2 of 6 agrees to provide a CIAC Payment equal to the total estimated cost of performing the Direct Connect Work. 1. CIAC Payment. Customer agrees to compensate AEP Texas as a contribution in aid of construction for Customer's share of the actual costs as determined by AEP Texas (the "CIAC Pam"). The total estimated CIAC Payment to be made by Customer to AEP Texas is Three million, three hundred eighteen thousand, six hundred thirty Dollars ($3,318,630.00). The CIAC Payment and due date is more fully described in Exhibit A. The CIAC Payment is based on the estimated cost of performing the Direct Connect Work, as shown in the attached Exhibit A. Exhibit A reflects only an estimate of the scope of the Direct Connect Work and the cost of performing the Direct Connect Work (including the estimated ITCC amount). Customer understands that the actual scope and cost of performing the Direct Connect Work may deviate from that shown in Exhibit A. Customer will retain the right to approve in writing any deviation in the scope or cost of performing the Direct Connect Work shown in Exhibit A if such deviation would result in a cost increase of ten percent (10%) or more to the Customer, which approval will not be unreasonably withheld or delayed. In the event that Customer withholds or delays its written approval for more than thirty (30) days after its receipt of written notification, AEP Texas may suspend performance of the Direct Connect Work pending receipt of such approval, and in the event such written approval is withheld or delayed for more than sixty (60) days, AEP Texas may cancel this Agreement and recover from Customer all actual costs that AEP Texas has incurred (including costs that it has committed to expend and that cannot be cancelled)through the date of cancellation. Upon completion of the Direct Connect Work, AEP Texas shall determine the actual cost incurred in performing the Direct Connect Work. In the event the actual cost of the Direct Connect Work is greater than the CIAC Payment initially made by Customer to AEP Texas, AEP Texas will invoice Customer for the amount of the deficiency, and Customer will pay such amount within thirty (30) days of receipt of that invoice. In the event the actual cost of the Direct Connect Work is less than the CIAC Payment initially made by Customer to AEP Texas, AEP Texas will refund to Customer the amount of the excess within thirty (30) days of its determination of the actual cost of the Direct Connect Work. 2. Delivery Service. Customer agrees to take Delivery Service from AEP Texas at the Plant pursuant to Section 6.1.1.1.5 of the Tariff (including Transmission System Charges, Distribution System Charges and Transmission Cost Recovery Factor Charges). Customer further agrees that it will request a Retail Electric Provider to commence service on or near the Target Completion Date. 3. Cancellation Costs. If Customer cancels this Agreement prior to completion of the Direct Connect Work or if AEP Texas cancels this Agreement in accordance with the terms of this Agreement, Customer shall pay AEP Texas for all of AEP Texas' actual costs related to the Direct Connect Work (including the costs associated with ACD GO-AMPENT1A1 Doe 817121 City of CC /AEP Texas Direct Connect Agreement April 19, 2024 Page 3 of 6 commitments for purchases not yet delivered and/or re-stocking fees or order cancellation fees, and the cost associated with the removal of facilities already installed but rendered idled as a result of the cancellation of the Agreement) through the date this Agreement is canceled("Cancellation Costs"). 4. Target Completion Date for Direct Connect Facilities. AEP Texas shall use commercially reasonable efforts to complete the Direct Connect Work within 36 months from the Effective Date ("Target Completion Date"). However, AEP Texas does not promise to complete the Direct Connect Work by the Target Completion Date; and in no event shall AEP Texas have any liability to Customer or any third party in the event that AEP Texas is unable to complete the Direct Connect Work by the Target Completion Date. The planning, design and regulatory approval process necessary to obtain the ERCOT endorsement and/or other regulatory approvals and, if necessary, the Certificate of Convenience and Necessity from the Public Utility Commission of Texas are not included in the Target Completion Date. AEP Texas shall commence the Direct Connect Work after any necessary regulatory approvals have been obtained for any facilities requiring regulatory approval. If this Agreement has been executed prior to ERCOT's approval of the requisite study(s), then upon any required ERCOT approval, AEP Texas will establish a new schedule for completion of the Direct Connect Work if necessary, and the Target Completion Date and CIAC Payment shall be adjusted accordingly. AEP Texas may, by written notice to Customer, require Customer to execute an amendment to this Agreement to reflect the effect of that ERCOT approval. If Customer fails to execute such an amendment within sixty (60) days of receipt of written notice from AEP Texas, AEP Texas shall have the right to cancel this Agreement in accordance with the terms herein. Network Upgrades. Customer understands and acknowledges that additional transmission system upgrades beyond the direct interconnection may be required ("System Upgrades") in order to ensure that all applicable NERC, ERCOT and AEP reliability criterion are met. Further, these System Upgrades may be subject to review, modification and/or endorsement by ERCOT. To the extent additional System Upgrades are needed, these System Upgrades may impact the schedule and/or capacity available for Customer to take service. Identified upgrades may include facilities outside AEP footprint and mitigations will likely require coordination with other transmission service providers and ERGOT. Further, these System Upgrades may be subject to review, modification and/or endorsement by ERCOT and/or Public Utilities Commission of Texas. To the extent additional System Upgrades are needed, these System Upgrades may impact the schedule and/or capacity available for Customer to take service. Customer also acknowledges that AEP Texas will make reasonable provisions to supply steady and continuous Delivery Service but does not guarantee the Delivery Service against fluctuations or interruptions. A CD GO-NCI DENTI A I Doe 817121 City of CC /AEP Texas Direct Connect Agreement April 19, 2024 Page 4 of 6 a. If Customer requests AEP Texas to delay performance of the Direct Connect Work, and AEP Texas agrees to such a delay, the Target Completion Date shall be extended to account for the effects of the requested delay. Customer will also pay AEP Texas an additional CIAC Payment for any increase in estimated cost of performing the Direct Connect Work resulting from such delay, including demobilization and remobilization costs and suspension, termination or cancellation costs payable to third parties. If, after initiation of a requested delay, Customer does not authorize AEP Texas to recommence the Direct Connect Work within 60 days from the start of the delay then AEP Texas may, at its option, cancel this Agreement. b. Customer recognizes that events beyond the reasonable control of AEP Texas may make it necessary to extend the Target Completion Date. If AEP Texas reasonably determines that it will not be able to complete the Direct Connect Work by the Target Completion Date, AEP Texas will notify Customer, and the Target Completion Date will be adjusted to reflect the earliest date that AEP Texas reasonably determines that it can complete the Direct Connect Work. 5. Easements. Customer agrees to assist AEP Texas in obtaining, at no cost to AEP Texas, easements and rights-of-way (the "Easements") to the extent required for AEP Texas' performance of the Direct Connect Work, on terms reasonably acceptable to AEP Texas. All costs incurred by either Customer or AEP Texas related to obtaining the Easements (including the actual ITCC amount resulting from Customer's reimbursement of AEP Texas for these costs) shall be borne by Customer and paid as part of the CIAC Payment. AEP Texas and Customer recognize that an estimate of the cost of acquiring the Easements (including the estimated ITCC amount) has been included in the estimated cost of performing the Direct Connect Work. AEP Texas agrees to commence commercially reasonable efforts to acquire the Easements upon the Effective Date. However, if the Easements have not been acquired within sixty (60) days after the Effective Date on terms reasonably acceptable to AEP Texas, AEP Texas may suspend performance of the Direct Connect Work until the Easements have been acquired. If after the expiration of the sixty-day period, AEP Texas reasonably determines that it cannot obtain the Easements on reasonably acceptable terms, notwithstanding its commercially reasonable efforts to do so, and that such inability to obtain the Easements will prevent AEP Texas from timely performing the Direct Connect Work, then AEP Texas may, at its option, cancel this Agreement. 6. Cooperation. Customer agrees to meet with AEP Texas and to provide AEP Texas with information that is reasonably necessary to perform the Direct Connect Work. AEP Texas agrees to meet and provide progress updates and share information and study results with the Customer concerning the Direct Connect Work. 7. Ownership/Use of Work. All of the facilities installed by AEP Texas in performing the Direct Connect Work shall be owned, maintained and controlled solely by AEP Texas. Customer understands that it receives no ownership or control of those facilities by virtue A CD GO-IUC DFAIT1 A l Doe 817121 City of CC /AEP Texas Direct Connect Agreement April 19, 2024 Page 5 of 6 of the payment of the CIAO. AEP Texas expressly retains the right to use those facilities for any purpose that AEP Texas deems appropriate under good utility practices, including the distribution of electric service to other customers. 8. Performance Standards/Disclaimer of Warranties. AEP Texas will perform the Direct Connect Work in accordance with applicable laws, rules and regulations, including ERCOT requirements and Public Utility Commission of Texas ("PUCT") rules and orders, and subject to required regulatory consents and approvals. Except for the foregoing, AEP TEXAS HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR GOOD AND WORKMANLIKE PERFORMANCE. 9. Limitation of Liability. NEITHER CUSTOMER NOR AEP TEXAS (AND ITS OFFICERS, EMPLOYEES AND CONTRACTORS) SHALL BE LIABLE FOR ANY ECONOMIC OR COMMERCIAL LOSSES OR OTHER SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFIT OR REVENUE, LOSS OF USE OF EQUIPMENT, COST OF CAPITAL, OR DAMAGE TO REPUTATION OR RELATIONS) RESULTING FROM THE PERFORMANCE OR FAILURE TO PERFORM THE DIRECT CONNECT WORK DESCRIBED HEREIN, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, STATUTORY LIABILITY OR ANY OTHER THEORY OF LIABILITY. 10. Nature of Work. In performing the Direct Connect Work, AEP Texas is making modifications and additions solely to its own electric system, in accordance with the Tariff, in response to Customer's request for electric Delivery Service. AEP Texas is not performing any work on any facilities or equipment owned, or to be owned, by Customer. No provision contained in this Agreement and no action on the part of any of the parties hereto shall be construed as creating an employer/employee relationship,joint venture or any other relationship other than that of regulated electric utility and Delivery Service customer. Nothing contained herein shall be construed as a waiver or relinquishment by AEP Texas of any right it has or may hereafter have to discontinue Delivery Service for default in the payment of any bill owing or to become owing hereunder or for any reason or cause allowed by law. 11. Amendments/Modifications. No amendment or modification of this Agreement shall be valid and binding unless made in writing and signed by the respective authorized representatives of AEP Texas and Customer. 12. Entire Agreement. This Agreement, together with all applicable provisions of the Tariff, constitutes the entire understanding and commitment of the parties hereto and shall supersede all prior offers, negotiations and agreements relative to the subject matter hereof. ACD GGAIFIDENT1A1 Doe 817121 City of CC /AEP Texas Direct Connect Agreement April 19, 2024 Page 6 of 6 13. Governmental Immunity. This Agreement is to perform a governmental function solely for the public benefit. Nothing in this Agreement shall be construed to waive Customer's governmental immunity from lawsuit, which immunity is expressly retained to the extent it is not clearly and unambiguously waived by state law. If the foregoing meets with your approval, please have the appropriate authorized officer or agent of your company sign the attached two (2) copies of this letter and return them both to me. I will have one copy with original signatures returned once this Agreement has been fully executed by AEP Texas. We are looking forward to working with you on this project. Very truly yours, Heath VanZandt Heath VanZandt Key Account Manager cc: Gricelda Calzada—AEP Texas Agreed and accepted: AEP Texas Inc. City of Corpus Christi By: Jeff H. Edmonds, P.E. Name: Director of Engineering Services Title: Date: Date: Approved as to legal form: Assistant City Attorney ASP GGAIFIDENT1A1 Doe 817121 Exhibit A to City of CC /AEP Texas Direct Connect Agreement Dated April 19, 2024 1. Assumptions for 138 kV Direct Connect to Customer's Desalination Plant, Nueces County,Texas: • AEP Texas does not expect the Direct Connect Work to require the issuance of a Certificate of Convenience and Necessity (CCN) by the Public Utility Commission of Texas. The cost estimates and Target Completion Date estimates are based on this expectation. If a CCN is determined to be necessary, the cost estimates and the estimated Target Completion Date will require adjustment. Customer will be responsible for reimbursing AEP Texas for all its costs in obtaining such a CCN. • AEP Texas cannot control delivery times for the equipment necessary to complete the project. The Target Completion Date is reasonable given current procurement timelines but is subject to change. • AEP Texas proposes to purchase the required property for the proposed 138kV station to provide transmission level electric service to the desalination plant substation. 2. Scope and Estimated Cost of Direct Connect Work: Scope of Direct Connect Work Customer's Share of Estimated Cost of Direct Connect Work • Install 138kV substation and transmission line $3,062,880.00 extension to a POI structure ($16,719,288.00) • Federal Income Tax Component of Contribution $255,750.00 (ITCC), 8.35% Total Estimated Cost to be Paid by Customer for Direct $3,318,630.00 Connect 3. CIAC Payment Schedule Payment No. Date of Payment Amount 1 Upon execution and delivery of this Agreement $3,318,630.00 Total: $3,318,630.00 ACD GGAIFIDENT1A1 Doe 817121 Inner Harbor Seawater Desalination Treatment Plant Procurement Update Drew Molly, P.E. Chief Operating Officer Josh Chronley, CTCD Chief Procurement Officer City of Corpus Christi Corpus June 25, 2024 Christi Water- dolorr Serving the Coastal Send A* Procurement Team Drew Molly, Josh Jason Cocklin, Paul Walker, Neil Callahan Charles M. Wolf, P.E. Chronley, PE, BCEE P.E. Vice President, DEng, PE, BCEE Chief CTCD Project Manager, Senior Vice Water Advisory Principal/Vice Operating Chief Freese and President, Services, President, Freese Officer, Corpus Procurement Nichols Carollo WSP and Nichols Christi Water Officer, City of Engineers Corpus Christi CCW �,� Project Council Action Ap�Fove short-Listed Firms to move to Request for Proposals (RFP) Contract with the top ranked Proposer and authorize future amendments and early work packages. Amend Freese and Nichols Master Services Agreement Approve AEP Federal Income Tax Pass-through Cost Approve CCW Education and Communication Initiative CCW 'Project Council Actions VV 400 Approve the short-listed firms for the Inner Harbor �- Seawater Desalination y Treatment Plant Project. -F =A:�• _;� = , :�, A; r 7 --- ssrnr � CCW Procurement Update On MJ h 29, 2024, the Request for Qualifications (RFQ) was issued. • The City received four (4) Statements of Qualifications (SOQ). `• One SOQ was incomplete. • An independent financial review of the three (3) complete respondent firms was performed with no concerns found. Three (3) firms were deemed complete and responsive. OAAW Tampa Bay Desalination Plant Discharge Location Procurement Process • T hree (3) qualified and responsive firms are the following: *ered in -Ip 9 habetical order using the Joint Venture names oint Venture Cacciona + O:OM a s T e c — Corpus Christi Industrial Desal Partners CaSeVG PHOENIX +J iNousreiA[ Joint Venture CDMPLW CORPUS C DESALINATION EAM Smith + T TEAM waterworks TczaS RcSoarccS CTlobal SolvionS. Standalone Prime *Kiewit Kiewit Infrastructure South Co. Respondent&Design-Builder FQ Evaluation Results "0/00 . • Multi-disciplinary scoring Evaluation Committee Scoring Meeting Committee created a z ❑ • Full day scoring session was performed IL j • Over 2,000 pages of proposals reviewed • Over 180 references contacted • Three 3 respondents were J determined to be qualified and recommended to be short-listed. C�� RFQ Evaluation Evaluation Committee Ranking Summary Proposal Evaluation Max Acciona + CDM + HJ:em 4 tj Financial Capacity Pass/Fail Pass Pass Pass Team Experience 20 16.1 16.5 17.3 Design Experience: Seawater RO Facilities 25 21.6 20.6 21.0 Design Experience: Project Specific Design Services 10 7.7 7.8 8.4 Construction Experience: Seawater RO &Water 25 21.6 20.9 22.2 Treatment Commissioning 20 16.8 18.0 16.0 Final Score 100 83.8 83.8 84.9 ocurement Next Steps P�6�urement Schedule Next Steps • July 8, 2024: Release Request for Proposals (RFP) • September 9, 2024: RFP submissions due from short- listed firms • October 3, 2024: Evaluation Committee scores and selects most qualified proposer • December 2024/January 2025: Completion of contract negotiations with most qualified Proposer CCW Projected Rate Impact by Customer Class + Customer Billing Monthly Usage Additional Monthly O Type (TGAL) Cost Impact ' Wholesale Treated 449,772 $746,622 Large Volume 244,000 $405,040 Commercial 109 $181 .00 Residential 6 $9.96 • Estimated rate impact due to the desalination project only. • Estimated raw water rate impact based on the 2023 rate model. • Increase of$1 .66/1 ,000 gallons on raw water charge (FY29). • 2029 is the year the full debt service and O&M costs will begin. Staff Recommendation #1 solution approving staff recommendation of the @hort-listed firms, in accordance with Texas Government Code (TGC) 2269. • Kiewit • Acciona Agua and MasTec • CDM Smith and PLW Water CON ( Staff Recommendation #2 es(651-ution authorizing a contract with the top ranked ser of the Request for Proposals (RFP) and authorizing amendments and early work packages up to $138,000,000. • Negotiation, contract execution, and necessary contract amendments/ extensions for pre-construction phase design-build services with the top ranked Proposer in accordance with the TGC 2269 (Approx. $68M). • Contract execution for equipment pre-purchase items to facilitate the Project design or construction schedule (Approx. $69M). • Finalize property acquisition to support the project including acquiring pipeline easements to the point of connection (Approx. $0.75M). CLW Staff Recommendation #3 Resolution authorizing the execution of amendment number four to the Master Professional Service Agreement with Freese and Nichols for pre-construction phase support services for up to $12,000,000. • Environmental protection/enhancement and permitting • Environmental assessments and reviews necessary to complete Project property and easement acquisitions and final approval of Project permits • Project facilitation, management, oversight, and technical assistance • Other support to City for general needs and Project communications CLW Staff Recommendation #4 Motion authorizing payment of the Income Tax Component of Contribution in the amount of $255,750.00 to American Electric Power, Texas (AEP) for the Direct Connect Agreement for the Inner Harbor Desalination Treatment Plant • On January 23, 2024, Council approved the construction of the interconnection of the f Project to the Electric Council of Texas electric transmission grid for an amount of $3,062,880 CLW Staff Recommendation #5 vlse Resolution authorizing execution of a contract with MDR Advertising, of Corpus Christi, for education and communication services in the amount not to exceed $1 ,500,000.00. • $240,000 services fee and up to $1 ,260,000 in media allowances • Scope Includes • Water Supply Development �� • Emergency Communications f • Utility Rate Information • Water Quality Reporting 365 Project Timeline Going Forward Delivery Team Guaranteed Selected Maximum Preliminary Services Final Design & Construction Permits Received P P 100% Substantial Final Design Completion Acceptance I I I I I I Early I I I Construct/Procurement I I I LM Construction I I � I I I � I I Feb 2024 Nov 2024 Early 2026 Late 2027 -2028 4i ON,- Thank you ! Corpus Christi Water- Serving the Coastal Bend � S cl �o o� � µCORPOOI AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 25, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Drew Molly P.E, Chief Operating Officer Corpus Christi Water DrewM(a)cctexas.com (361) 826-1853 Josh Chronley, Assistant Director of Finance & Procurement Josh C2(a)cctexas.com (361) 826-3169 Corpus Christi Water Communication & Education Services CAPTION: Motion authorizing execution of a one-year professional services agreement with two one-year options, for communication and education services for Corpus Christi Water with Morehead Dotts Rybak, Inc. (aka MDR Advertising), of Corpus Christi, in an amount up to $240,000.00 in management fees and up to $1,260,000.00 in media allowance for an amount not to exceed $1,500,000.00 with a potential amount up to $4,500,000.00 if options are exercised, with FY 2024 funding of $375,000.00 from the Water Fund. SUMMARY: Motion authorizing execution of a contract with MDR Advertising, of Corpus Christi, for education and communication services for Corpus Christi Water, with $240,000.00 in management fees and $1,260,000.00 in media allowance for an annual amount not to exceed $1,500,000.00 with two renewal options, for a total contract amount not to exceed $4,500,000.00, with $375,000.00 available in the FY 2024 Water Fund. BACKGROUND AND FINDINGS: As the region's water supplier Corpus Christi Water (CCW) is responsible for ensuring a sustainable and reliable water supply for its users. Clear and effective communication is essential in several key areas: Water Supply Development — As the City, and region, continues to grow, the development and management of our water supply infrastructure is critical. Communicating our plans, progress, and challenges to the public fosters understanding and support for necessary initiatives such as infrastructure upgrades, conservation efforts, and new water sources exploration. New sources include seawater desalination, groundwater, aquifer storage and recovery, and reuse. Emergency Communications — Given the increasing unpredictability of weather patterns, drought preparedness and response are paramount. Timely and accurate communication about drought conditions, water restrictions, conservation tips, and the City's actions to mitigate drought impacts are vital for public confidence and trust. Utility Rate Information — Transparent communication regarding utility rates, rate changes, billing procedures, and payment options ensures that residents and businesses understand the financial aspects of water usage and fosters trust with the end-users. Water Quality Reporting — Providing regular updates on water quality, treatment processes, and compliance with regulatory standards assures the community of the safety and reliability of our water supply. Effective communication and community outreach is fundamental to the success of the City's Water Department in addressing water supply development, emergency management, rate information, and water quality reporting. By implementing comprehensive communication and education we can ensure that residents are well-informed, engaged, and understand the initiatives to safeguard our water resources and improve service delivery. PROCUREMENT DETAIL: In Texas, municipalities are not mandated under Chapter 252.022(a)4 of the Texas Local Government Code to competitively solicit professional services. However, despite this exemption, City staff in this case chose to conduct a competitive solicitation, following the procurement regulations outlined in Chapter 2254 of the Texas Government Code. This decision was made to ensure a fair and transparent process in selecting a qualified firm for collaboration on an education and communication initiative for Corpus Christi Water. Finance & Procurement conducted a competitive Request for Proposals process to find a education and communication firm. Prior to the release of the solicitation the City reached out to several local and regional firms to try and solicit interest. Additionally, notifications were sent to over 480 firms including Ellison Helmsman Inc., MDR Advertising, Impact Marketing, KO Communications, and Wixted & Co. The City received two proposals. Prior to their interview KO Communications withdrew from consideration. An evaluation committee, consisting of representatives from Corpus Christi Water, Communications, and Intergovernmental Relations. Interviews were conducted for MDR Advertising, and staff is recommending the award to MDR Advertising, of Corpus Christi. MDR Advertising of Corpus Christi has been in business since 1974 and has an average partnership of 12 years with their customers. ALTERNATIVES: Alternative is council chooses to not approve this contract. Staff does not recommend this, as it would limit the ability to communicate and educate the community to in-house staff. FISCAL IMPACT: This fiscal impact for FY 2024 is an amount not to exceed $375,000.00 for education and communication services with funding available from the Water Fund. FUNDING DETAIL: Fund: 4010 —Water Fund Organization/Activity: 30008 — PR & Communications Department: 45 — Water Account: 530000 Amount: $375,000.00 RECOMMENDATION: Staff recommends approval of this motion authorizing the execution of a one-year professional services agreement with two one-year options as presented. LIST OF SUPPORTING DOCUMENTS: Professional Service Agreement DocuSign Envelope ID:78340437-31 DD-46D13-AA133-AMC731068139 �vs c.� GO � PROFESSIONAL SERVICE AGREEMENT NO. 5862 V W�OygpAOgp '� CORPUS CHRISTI WATER MARKETING & COMMUNICATION 1852 CAMPAIGN SERVICES THIS Corpus Christi Water Marketing & Communication Campaign Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Morehead Dotts Rybak, Inc., aka MDR Advertising ("Consultant"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Consultant has agreed to provide professional consulting services for marketing and communication campaign service options for Corpus Christi Water; and, NOW, THEREFORE, City and Consultant agree as follows: 1. Scope. Consultant shall provide marketing and communication campaign 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. 2. Term. The term of this Agreement is for one year. The parties may mutually extend the term of this Agreement, 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. 3. Compensation and Payment. This Agreement is for an amount not to exceed $1 ,500,000.00, subject to approved extensions and/or changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached 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. 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, TX 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 Professional Services Agreement-CCW Marketing &Communication Campaign Services Page 1 of 6 DocuSign Envelope ID:78340437-31 DD-46DB-AAB3-AD3C731068B9 Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is: Cecilia Orozco, Assistant Director of Communication Communication Department 361-826-3632 CeciliaOCcctexas.com 5. Insurance; License. (A) Reserved; not applicable. (B) Prior to beginning work, Consultant must provide evidence to the Contract Administrator of any valid professional license necessary for the performance of the work under this Agreement. 6. Standard of Care. Consultant warrants that all Services shall be performed in accordance with the standard of care used by similarly situated Consultants performing similar services under the same classification or type of professional license. 7. 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. 8. Independent Contractor. (A) In performing this Agreement, both the City and Consultant shall act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. Consultant shall perform all professional services as an independent contractor and shall furnish such Services in his/her/their own manner and method, and under no circumstance or condition shall an employee, agent, or representative of either party be considered or construed to be an employee, agent, or representative of the other party. (B) As an independent contractor, no workers' compensation insurance shall be obtained by the City covering the Consultant and employees of the Consultant. The Consultant shall comply with any and all workers' compensation laws pertaining to the Consultant and employees of the Consultant. 9. Subcontractors. Consultant may not use subcontractors in connection with the Professional Services Agreement-CCW Marketing &Communication Campaign Services Page 2 of 6 DocuSign Envelope ID:78340437-31 DD-46DB-AAB3-AD3C731068B9 work performed under this Agreement. 10. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 11. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 12. Taxes. The Consultant 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. 13. 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: Cecilia Orozco, Assistant Director of Communication 1201 Leopard Street Corpus Christi, TX 78401 Fax: (361) 826-3200 IF TO CONSULTANT: MDR Advertising Attn: Sherry Robeson, Sr. Director- Marketing & Development 418 Peoples Street, Ste. 400 Corpus Christi, TX 78401 Fax: N/A 14. Consultant 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, reasonable attorneys' fees and expert witness fees, which results from a negligent act or omission of the Consultant or its employees or agents. Consultant 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 reasonable charges of attorneys and all other costs and expenses of any kind arising or resulting from any said Professional Services Agreement-CCW Marketing &Communication Campaign Services Page 3 of 6 DocuSign Envelope ID:78340437-31 DD-46DB-AAB3-AD3C731068B9 liability, damage, loss, claims, demands, suits, or actions. The indemnification obligations of Consultant under this section shall survive the expiration or earlier termination of this Agreement. 15. Termination. (A) Termination for Cause. The City Manager may terminate this Agreement for Consultant's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Consultant written notice of the breach and set out a reasonable opportunity to cure. If the Consultant has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Termination for Convenience. Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Consultant. The City Manager may also terminate this Agreement upon 24 hours written notice to the Consultant for failure to pay or provide proof of payment of taxes as set out in this Agreement. 16. Assignment. No assignment of this Agreement by the Consultant, 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 Consultant 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. 17. 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. 18. 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 all attachments and exhibits); B. its attachments; then, C. its exhibits, if any. 19. Certificate of Interested Parties. Consultant 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 to do so by law. Professional Services Agreement-CCW Marketing &Communication Campaign Services Page 4 of 6 DocuSign Envelope ID:78340437-31 DD-46DB-AAB3-AD3C731068B9 20. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. 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 or county court in and for Nueces County, Texas. 21. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties (SIGNATURE PAGE FOLLOWS) Professional Services Agreement-CCW Marketing &Communication Campaign Services Page 5 of 6 DocuSign Envelope ID:78340437-31 DD-46DB-AAB3-AD3C731068B9 CONSULTA TDocuSigned by: Signature: Printed Name: Stephen Rybak Title: Principal & cco Date: 6/21/2024 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director, Finance - Procurement Date: APPROVED AS TO FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Pricing Form Professional Services Agreement-CCW Marketing &Communication Campaign Services Page 6 of 6 DocuSign Envelope ID:78340437-31 DD-46DB-AAB3-AD3C731068B9 ATTACHMENT A: SCOPE OF WORK General Requirements The City of Corpus Christi Water (CCW) seeks to engage a turn-key reputable marketing firm to spearhead a comprehensive and communication strategy for water supply development projects. The City's commitment to ensuring long-term water security and sustainability for its residents, stakeholders, and community partners is of upmost importance. Through this RFP, CCW aims to select a firm capable of developing and implementing a dynamic campaign that will educate, engage, and inspire community-wide support and participation. The selected firm will be responsible for designing and executing a strategic marketing campaign that effectively communicates benefits, processes, and environmental considerations of the water supply projects. The primary goal is to foster a deep understanding and robust support among all community members, thereby facilitating widespread engagement with the initiative. The campaign may also extend to cover related themes such as water conservation and other environmental sustainability efforts undertaken by the City. Scope of Work Services to be performed include, but are not limited to, a review of the current marketing channels and strategies, utilization of current platforms, turn-key implementation and enaagement, routine in-person and or virtual meetings with City staff, reporting, and recommending future digital marketing initiatives to meet current and future operational needs. In addition to implementing new campaigns the firm will take primary responsibility for all digital and print marketing, and provide ongoing support toward existing water supply development initiatives. The vendor selected must act as a partner and work with the the City to increase education, engagement, and community-wide support for new water supply development projects. A. Public Relations 1 . Develop and implement PR strategies to effectively communicate with the public, media, stakeholders, and other relevant parties. 2. Create comprehensive communication plans to disseminate information about the water supply projects through various channels, including press releases, newsletters, social media, and the municipality's website. Page 1 of 3 DocuSign Envelope ID:78340437-31 DD-46DB-AAB3-AD3C731068B9 3. Develop marketing materials, such as brochures, videos, infographics, and presentations, to showcase the features and benefits of the new water supply projects. 4. Facilitate community engagement activities, such as public meetings, workshops, surveys, and feedback mechanisms, to involve residents and stakeholders in the planning and decision-making process. 5. Develop a crisis communication plan and provide support in managing any unforeseen issues or challenges related to the water supply projects. B. Market Segmentation 1 . Conduct a detailed analytical analysis within the first month of contract to identify sentiment and perceptions across diverse community segments. 2. Develop and implement strategic messaging to effectively engage with various stakeholders, community partners, and residents of all demographics. C. Marketing Strategy 1 . Create and implement a comprehensive marketing strategy that underscores the significance of the development of a new water supply to Corpus Christi's future water security and sustainability. 2. Utilize a mix of media, including digital, print, and all available communication channels, to disseminate engaging and informative content to a wide audience on a regular basis as recommended by the firm. D. Content Creation and Implementation 1 . Provide a range of creative services on a frequency based on strategy recommendations, from innovative design to content production, tailored to resonate with and include all community members. 2. Content formats may include videos, graphics, social media posts, blogs, social media reels, live recordings, and other digital and traditional media outputs. E. Reporting 1 . Implement continuous campaign monitoring and analytics tracking, with regular reporting to the CCW team. 2. Adjust strategies based on performance metrics such as clicks, click-through rates (CTRs), search relevance, impressions, and community sentiment. Page 2 of 3 DocuSign Envelope ID:78340437-31 DD-46DB-AAB3-AD3C731068B9 F. Ad Trafficking: Oversee the management and placement of advertisements across various channels, including but not limited to Google Ads SEM, display ads on high-traffic websites, social media, and traditional outlets like billboards and print media. G. Media Placement: Handle the strategic placement of all campaign media, ensuring optimal visibility and engagement across radio, TV, streaming services, print media, influencer marketing channels, and digital platforms. H. Collaboration 1 . Work in close partnership with CCW and the Communications Team throughout all campaign stages, from design and creation to execution and management. 2. Maintain open lines of communication with the CCW team, who will serve as the primary contact throughout the campaign's duration. Page 3 of 3 DocuSign Envelope ID:78340437-31 DD-46DB-AAB3-AD3C731068B9 ATTACHMENT B: PRICING FORM COST & BU GET Consult, Planning, Strategy Development & Implementation Researching, developing and implementing of internal and external marketing communications strategy, messaging and creative campaigns for key initiatives and programs that will help garner positive public sentiment for projects and endeavors Corpus Christi Water has determined it supports. MDR PROFESSIONAL SERVICES FEE. $ 2401000.00* MEDIA ALLOWANCE $ 1,2601000.00** (Content Production/Purchase of Paid Media) TOTAL $115001000.00 *The MDR services contract amount includes job costs for research and will be billed in equal monthly installments ($20,000.00 each) during the 12-month agreement period. Above pricing reflects estimated costs based on available budget and known factors on timing and talent requirements. Client will be alerted if a request falls outside of established scope of work so that additional prioritized support outside of this agreement can be quoted and coordinated as needed. See billing details for media and production charges tied to this Agreement outlined under Terms & Conditions. As your Agency of Record Authorization to Buy (ATB) or Production Purchase Approval (PPA) forms will be created and executed by both parties and attached to this Agreement when these purchases are made to implement against approved plans. These budgeted charges bill separately from professional services and will not exceed the total budget allowed. Page 1 of 1 Inner Harbor Seawater Desalination Treatment Plant Procurement Update Drew Molly, P.E. Chief Operating Officer Josh Chronley, CTCD Chief Procurement Officer City of Corpus Christi Corpus June 25, 2024 Christi Water- dolorr Serving the Coastal Send A* Procurement Team Drew Molly, Josh Jason Cocklin, Paul Walker, Neil Callahan Charles M. Wolf, P.E. Chronley, PE, BCEE P.E. Vice President, DEng, PE, BCEE Chief CTCD Project Manager, Senior Vice Water Advisory Principal/Vice Operating Chief Freese and President, Services, President, Freese Officer, Corpus Procurement Nichols Carollo WSP and Nichols Christi Water Officer, City of Engineers Corpus Christi CCW �,� Project Council Action Ap�Fove short-Listed Firms to move to Request for Proposals (RFP) Contract with the top ranked Proposer and authorize future amendments and early work packages. Amend Freese and Nichols Master Services Agreement Approve AEP Federal Income Tax Pass-through Cost Approve CCW Education and Communication Initiative CCW 'Project Council Actions VV 400 Approve the short-listed firms for the Inner Harbor �- Seawater Desalination y Treatment Plant Project. -F =A:�• _;� = , :�, A; r 7 --- ssrnr � CCW Procurement Update On MJ h 29, 2024, the Request for Qualifications (RFQ) was issued. • The City received four (4) Statements of Qualifications (SOQ). `• One SOQ was incomplete. • An independent financial review of the three (3) complete respondent firms was performed with no concerns found. Three (3) firms were deemed complete and responsive. OAAW Tampa Bay Desalination Plant Discharge Location Procurement Process • T hree (3) qualified and responsive firms are the following: *ered in -Ip 9 habetical order using the Joint Venture names oint Venture Cacciona + O:OM a s T e c — Corpus Christi Industrial Desal Partners CaSeVG PHOENIX +J iNousreiA[ Joint Venture CDMPLW CORPUS C DESALINATION EAM Smith + T TEAM waterworks TczaS RcSoarccS CTlobal SolvionS. Standalone Prime *Kiewit Kiewit Infrastructure South Co. Respondent&Design-Builder FQ Evaluation Results "0/00 . • Multi-disciplinary scoring Evaluation Committee Scoring Meeting Committee created a z ❑ • Full day scoring session was performed IL j • Over 2,000 pages of proposals reviewed • Over 180 references contacted • Three 3 respondents were J determined to be qualified and recommended to be short-listed. C�� RFQ Evaluation Evaluation Committee Ranking Summary Proposal Evaluation Max Acciona + CDM + HJ:em 4 tj Financial Capacity Pass/Fail Pass Pass Pass Team Experience 20 16.1 16.5 17.3 Design Experience: Seawater RO Facilities 25 21.6 20.6 21.0 Design Experience: Project Specific Design Services 10 7.7 7.8 8.4 Construction Experience: Seawater RO &Water 25 21.6 20.9 22.2 Treatment Commissioning 20 16.8 18.0 16.0 Final Score 100 83.8 83.8 84.9 ocurement Next Steps P�6�urement Schedule Next Steps • July 8, 2024: Release Request for Proposals (RFP) • September 9, 2024: RFP submissions due from short- listed firms • October 3, 2024: Evaluation Committee scores and selects most qualified proposer • December 2024/January 2025: Completion of contract negotiations with most qualified Proposer CCW Projected Rate Impact by Customer Class + Customer Billing Monthly Usage Additional Monthly O Type (TGAL) Cost Impact ' Wholesale Treated 449,772 $746,622 Large Volume 244,000 $405,040 Commercial 109 $181 .00 Residential 6 $9.96 • Estimated rate impact due to the desalination project only. • Estimated raw water rate impact based on the 2023 rate model. • Increase of$1 .66/1 ,000 gallons on raw water charge (FY29). • 2029 is the year the full debt service and O&M costs will begin. Staff Recommendation #1 solution approving staff recommendation of the @hort-listed firms, in accordance with Texas Government Code (TGC) 2269. • Kiewit • Acciona Agua and MasTec • CDM Smith and PLW Water CON ( Staff Recommendation #2 es(651-ution authorizing a contract with the top ranked ser of the Request for Proposals (RFP) and authorizing amendments and early work packages up to $138,000,000. • Negotiation, contract execution, and necessary contract amendments/ extensions for pre-construction phase design-build services with the top ranked Proposer in accordance with the TGC 2269 (Approx. $68M). • Contract execution for equipment pre-purchase items to facilitate the Project design or construction schedule (Approx. $69M). • Finalize property acquisition to support the project including acquiring pipeline easements to the point of connection (Approx. $0.75M). CLW Staff Recommendation #3 Resolution authorizing the execution of amendment number four to the Master Professional Service Agreement with Freese and Nichols for pre-construction phase support services for up to $12,000,000. • Environmental protection/enhancement and permitting • Environmental assessments and reviews necessary to complete Project property and easement acquisitions and final approval of Project permits • Project facilitation, management, oversight, and technical assistance • Other support to City for general needs and Project communications CLW Staff Recommendation #4 Motion authorizing payment of the Income Tax Component of Contribution in the amount of $255,750.00 to American Electric Power, Texas (AEP) for the Direct Connect Agreement for the Inner Harbor Desalination Treatment Plant • On January 23, 2024, Council approved the construction of the interconnection of the f Project to the Electric Council of Texas electric transmission grid for an amount of $3,062,880 CLW Staff Recommendation #5 vlse Resolution authorizing execution of a contract with MDR Advertising, of Corpus Christi, for education and communication services in the amount not to exceed $1 ,500,000.00. • $240,000 services fee and up to $1 ,260,000 in media allowances • Scope Includes • Water Supply Development �� • Emergency Communications f • Utility Rate Information • Water Quality Reporting 365 Project Timeline Going Forward Delivery Team Guaranteed Selected Maximum Preliminary Services Final Design & Construction Permits Received P P 100% Substantial Final Design Completion Acceptance I I I I I I Early I I I Construct/Procurement I I I LM Construction I I � I I I � I I Feb 2024 Nov 2024 Early 2026 Late 2027 -2028 4i ON,- Thank you ! Corpus Christi Water- Serving the Coastal Bend RFP No. 5862 Corpus Christi Water Marketing & Communicatic Proposal Score Summary Proposal Evaluation Score Financial Capacity Pass/Fail Required five years in business Pass/Fail No material lawsuits during last 5 years Pass/Fail No material regulatory issues last 5 years Pass/Fail References Provided for Firm Pass/Fail Technical Proposal Creative Process/Methods 25 Team Identification 25 Understanding of Project Scope 30 Pricing Price 20 Final Scores 100 )n Campaign MDR Advertising Pass V rl' rl' 16.5 16.5 19.8 20.0 72.8 G� Ilk N �oaPoapE° AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting June 25, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Logan Cobbs, Director of Communications LoganC2@cctexas.com (361) 826-3319 Josh Chronley, Assistant Director of Finance & Procurement JoshC2a-cctexas.com (361)826-3169 Marketing & Communication Campaign for the City of Corpus Christi CAPTION: Motion authorizing execution of a one-year professional services agreement with two one-year options, for citywide communication and education services with Morehead Dotts Rybak, Inc. (aka MDR Advertising) of Corpus Christi, for $210,000.00 in management fees and $750,000.00 in media allowance for a total not to exceed $960,000.00, with a potential amount up to $2,880,000.00 if options are exercised with FY 2024 funding of $240,000.00 from various department funds. SUMMARY: The City of Corpus Christi's Communication Department seeks to establish a professional services agreement with MDR Advertising, a local marketing firm based in Corpus Christi. These services include consulting, planning, strategy development and implementation of initiatives and programs across the city. BACKGROUND AND FINDINGS: The primary objective of this agreement is to secure consultation and professional marketing services that support the City's ongoing efforts to increase public awareness of significant initiatives, enhance outreach and community engagement, and improve the accessibility of information to better inform the City's estimated population of 320,000 residents. Under this collaboration, MDR will work closely with City leadership to align messaging and communication goals with the City's broader strategic objectives. MDR will address several immediate priorities, including limited in-house programming expertise to include the following: • Formulating strategies and marketing methodologies to highlight city-wide initiatives and projects. • Educating and informing residents on critical matters such as Bond 2024, Sales Tax Reauthorization, FY 2025 Proposed Operating and Capital Budget, Impact Fees, Capital Infrastructure Improvements (including streets and parks), and other City initiatives. Following an extensive vetting procedure, the decision to engage MDR as the contracted firm was reached through a comprehensive evaluation of local marketing and public relations agencies in the Coastal Bend region and an assessment of their competencies. It was determined that MDR matched the City's needs. MDR has a reputable history of nearly 50 years of providing strategy consulting and creative campaign assistance to prominent industry stakeholders in the Coastal Bend region. MDR is headquartered in Corpus Christi and has offices in San Antonio, Houston, and McAllen; MDR's current and former clients include the Texas State Aquarium, Rally Community Credit Union, Corpus Christi Regional Transportation Authority, Port of Corpus Christi, Driscoll Children's Hospital, CITGO, and Corpus Christi International Airport. MDR's expertise in data-driven marketing strategies will ensure that the City's messages are effectively targeted and reach the intended audiences, thereby maximizing the impact of each campaign. Additionally, MDR's robust experience in public and private sector marketing will allow them to tailor their strategies to municipal communications' unique needs and challenges, ensuring that all initiatives resonate well with diverse community members. MDR will work closely with the City's Communications Department to provide analytical data and key performance indicators to determine the success of outreach campaigns to the community. PROCUREMENT DETAILS: In Texas, municipalities are not mandated under Chapter 252.022(a)4 of the Texas Local Government Code to competitively solicit professional services. The Communications Department held a comprehensive but informal interview and evaluation process with several local firms. Staff recommends awarding a professional services contract with MDR Advertising for Marketing and Communication Campaign services. MDR Advertising of Corpus Christi has been in business since 1974 and has an average partnership of 12 years with their customers. ALTERNATIVES: The project could be brought in-house to the Communication Department with an estimated cost of a minimum of$1,000,000 annually. This option would result in higher media costs and a more extended project completion timeline. FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable FUNDING DETAILS: Fund: 1020— General Fund Organization: 12504—JC Elliott Transfer Station Department: 31 — Solid Waste Account: 530000— Professional Services Amount: $29,018 Fund: 1020— General Fund Organization: 12910 — Park Operations Department: 27— Parks & Recreation Account: 530000— Professional Services Amount: $29,018 Fund: 4010—Water Fund Organization: 30000—Water Administratoin Department: 45 - Water Account: 530000— Professional Services Amount: $29,018 Fund: 4200—Wastewater Fund Organization: 33000—Wastewater Administration Department: 46 - Wastewater Account: 530000— Professional Services Amount: $29,018 Fund: 4130— Gas Fund Organization: 34000— Gas Administration Department: 11 - Gas Account: 530000— Professional Services Amount: $29,018 Fund: 1041 — Streets Fund Organization: 12310—Traffic Signals Department: 33 - Streets Account: 530000— Professional Services Amount: $14,509 Fund: 4300— Storm Water Fund Organization: 32000—Storm Water Administration Department: 47—Storm Water Account: 530000— Professional Services Amount: $14,509 Fund: 4670— Development Services Fund Organization: 12201 — Building/Permit Division Department: 56— Development Services Account: 530000— Professional Services Amount: $13,392 Fund: 1020— General Fund Organization: 11470 — Public Information Department: 30 - Communications Account: 530000— Professional Services Amount: $52,500 TOTAL: $240,000 RECOMMENDATION: Staff recommends approval of this motion authorizing the execution of a one-year professional services agreement with two one-year options as presented. LIST OF SUPPORTING DOCUMENTS: Professional Service Agreement DocuSign Envelope ID:8B639931-38FE-4A8F-A2BD-9D02E475C26A �vs c.� GO � PROFESSIONAL SERVICE AGREEMENT NO. 5954 V CITYWIDE MARKETING & COMMUNICATION CAMPAIGN W�1852E� SERVICES THIS Citywide Marketing & Communication Campaign Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Morehead Dotts Rybak, Inc., aka MDR Advertising ("Consultant"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Consultant has agreed to provide professional consulting services for marketing and communication campaign service options for the City; and, NOW, THEREFORE, City and Consultant agree as follows: 1. Scope. Consultant shall provide marketing and communication campaign 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. 2. Term. The term of this Agreement is for one year. The parties may mutually extend the term of this Agreement, 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. 3. Compensation and Payment. This Agreement is for an amount not to exceed $960,000.00, subject to approved extensions and/or changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached 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. 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, TX 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 Professional Services Agreement-Citywide Marketing &Communication Campaign Svs Page 1 Of 6 DocuSign Envelope ID:8B639931-38FE-4A8F-A2BD-9D02E475C26A payment. The City's Contract Administrator for this Agreement is: Cecilia Orozco, Assistant Director of Communication Communication Department 361-826-3632 Cecilia&C cctexas.com 5. Insurance; License. (A) Reserved; not applicable. (B) Prior to beginning work, Consultant must provide evidence to the Contract Administrator of any valid professional license necessary for the performance of the work under this Agreement. 6. Standard of Care. Consultant warrants that all Services shall be performed in accordance with the standard of care used by similarly situated Consultants performing similar services under the same classification or type of professional license. 7. 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. 8. Independent Contractor. (A) In performing this Agreement, both the City and Consultant shall act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. Consultant shall perform all professional services as an independent contractor and shall furnish such Services in his/her/their own manner and method, and under no circumstance or condition shall an employee, agent, or representative of either party be considered or construed to be an employee, agent, or representative of the other party. (B) As an independent contractor, no workers' compensation insurance shall be obtained by the City covering the Consultant and employees of the Consultant. The Consultant shall comply with any and all workers' compensation laws pertaining to the Consultant and employees of the Consultant. 9. Subcontractors. Consultant may not use subcontractors in connection with the work performed under this Agreement. Professional Services Agreement-Citywide Marketing &Communication Campaign Svs Page 2 of 6 DocuSign Envelope ID:8B639931-38FE-4A8F-A2BD-9D02E475C26A 10. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 11. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 12. Taxes. The Consultant 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. 13. 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: Cecilia Orozco, Assistant Director of Communication 1201 Leopard Street Corpus Christi, TX 78401 Fax: (361) 826-3200 IF TO CONSULTANT: MDR Advertising Attn: Sherry Robeson, Sr. Director- Marketing & Development 418 Peoples Street, Ste. 400 Corpus Christi, TX 78401 Fax: N/A 14. Consultant 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, reasonable attorneys' fees and expert witness fees, which results from a negligent act or omission of the Consultant or its employees or agents. Consultant 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 reasonable charges of attorneys and all other costs and expenses of any kind arising or resulting from any said Professional Services Agreement-Citywide Marketing &Communication Campaign Svs Page 3 of 6 DocuSign Envelope ID:8B639931-38FE-4A8F-A2BD-9D02E475C26A liability, damage, loss, claims, demands, suits, or actions. The indemnification obligations of Consultant under this section shall survive the expiration or earlier termination of this Agreement. 15. Termination. (A) Termination for Cause. The City Manager may terminate this Agreement for Consultant's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Consultant written notice of the breach and set out a reasonable opportunity to cure. If the Consultant has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Termination for Convenience. Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Consultant. The City Manager may also terminate this Agreement upon 24 hours written notice to the Consultant for failure to pay or provide proof of payment of taxes as set out in this Agreement. 16. Assignment. No assignment of this Agreement by the Consultant, 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 Consultant 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. 17. 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. 18. 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 all attachments and exhibits); B. its attachments; then, C. its exhibits, if any. 19. Certificate of Interested Parties. Consultant 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 to do so by law. Professional Services Agreement-Citywide Marketing &Communication Campaign Svs Page 4 of 6 DocuSign Envelope ID:8B639931-38FE-4A8F-A2BD-9D02E475C26A 20. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. 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 or county court in and for Nueces County, Texas. 21. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties (SIGNATURE PAGE FOLLOWS) Professional Services Agreement-Citywide Marketing &Communication Campaign Svs Page 5 of 6 DocuSign Envelope ID:8B639931-38FE-4A8F-A2BD-9D02E475C26A CONSULTA TDocuSigned by: Signature: Printed Name: Stephen Rybak Title: Principal & cco Date: 6/21/2024 CITY OF CORPUS CHRISTI Josh Chronley Assistant Director, Finance - Procurement Date: APPROVED AS TO FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Pricing Form Professional Services Agreement-Citywide Marketing &Communication Campaign Svs Page 6 of 6 DocuSign Envelope ID:8B639931-38FE-4A8F-A2BD-9D02E475C26A ATTACHMENT A: SCOPE OF WORK As Agency of Record (AOR) during this period, MDR will provide access to an assigned specialized account team for the ongoing informed consultation and strategy development of stated marketing initiatives and campaigns. The purpose of this service agreement is to help direct and execute best-in-class marketing communications for the City of Corpus Christi that is on brand, on target and on budget. Your assigned team can also help field and manage related incoming marketing requests and help respond to unforeseen instances that present marketing opportunities. Based on what is known today, we anticipate the following general timeline and breakdown of professional services: Account Management & Professional Consulting Services - 60% - Covers time and resources needed for informed consult, - research planning and strategy development. Creative Services & Marketing Message Development - 40% - Covers time for creative ideation and execution on ongoing projects. Planning Timeline - JUL AUG SEP OCT NOV DEC JAN FEB MAR APR MAY JUN FXECUTIOM TRACK REPORT.OPTIMIZIE REPEAT MISC.SUPPORT Estimates for Required Campaign Support: - Paid Media & Production Allowance ($750,000.00) o MDR receives commission on media placements received through gross billing. This covers the expert strategic planning and negotiation for building, buying, and optimizing media buys across digital and traditional media landscapes and marketing environments. o Audio and Video Production services and materials needed to implement creative campaigns will also be funded through this budget. Page 1 of 1 DocuSign Envelope ID:8B639931-38FE-4A8F-A2BD-9D02E475C26A ATTACHMENT B: PRICING FORM COST & BU GET Consult, Planning, Strategy Development & Implementation Researching, developing and implementing of internal and external marketing communications strategy, messaging and creative campaigns for key initiatives and programs that will help garner positive public sentiment for projects and endeavors the city has determined it supports. MDR PROFESSIONAL SERVICES FEE $ 2101000.00* MEDIA ALLOWANCE $ 7501000.00** (Content Production/Purchase of Paid Media) TOTAL $ 960,000.00 *The MDR services contract amount includes job costs for research and will be billed in equal monthly installments ($17,S00.00 each) during the 12-month agreement period. Above pricing reflects estimated costs based on available budget and known factors on timing and talent requirements. Client will be alerted if a request falls outside of established scope of work so that additional prioritized support outside of this agreement can be quoted and coordinated as needed. See billing details for media and production charges tied to this Agreement outlined under Terms & Conditions. As your Agency of Record Authorization to Buy (ATB) or Production Purchase Approval (PPA) forms will be created and executed by both parties and attached to this Agreement when these purchases are made to implement against approved plans. These budgeted charges bill separately from professional services and will not exceed the total budget allowed. Page 1 of 1 S Cam` O � r U NORPOfl Fi E� ;8 AGENDA MEMORANDUM Action Item for the City Council Meeting of June 25, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services 0effreye(o�cctexas.com (361) 826-3851 Ernest De La Garza, P.E., Director of Public Works edelagarza(u-)-cctexas.com (361) 826-1877 Josh Chronley, CTCD, Assistant Director of Finance & Procurement 0oshc2(ucctexas.com (361) 826-3169 Professional Services Contract Amendment North Beach Drainage Improvements CAPTION: Motion authorizing Amendment No. 3 to the professional services contract with Lockwood, Andrews & Newnam, Inc. (LAN) for the North Beach Drainage Improvement Project in the amount of$473,604.00, for a total contract value not to exceed $1,254,408.00 to provide design, bid, and construction phase services for reconstruction of Beach Avenue, from East Causeway Boulevard to the beach, and Gulfspray Avenue, from East Causeway Boulevard to the beach, and to provide design services for the North Beach Eco Park project; located in Council District 1, with FY 2024 funding available from the American Rescue Plan Act Grant Funds. SUMMARY: This motion authorizes approval of Amendment No. 3 to a professional services contract to include the Beach Avenue from East Causeway Boulevard to the beach and Gulfspray Avenue from East Causeway Boulevard to the beach and the North Beach Eco Park project to the North Beach Drainage Improvements Project that is currently under design. Beach Avenue and the Gulfspray Avenue streets cross the drainage canal. The streets must be elevated and reconstructed due to the proposed drainage canal project. Noth Beach Eco Park is at the north end of the drainage canal connecting the drainage canal with the wetlands. Since these project limits overlap, the projects have to be designed and constructed together. The proposed road construction will include new pavement reconstruction with curb and gutter, sidewalks, pedestrian ADA improvements, signs, pavement markings, and necessary utilities upgrades and the North Beach Eco Park will include wetland remediation, an observation tower, shade structures, restrooms, paved access roads, and boardwalks. BACKGROUND AND PURPOSE: North Beach Drainage Improvements project is currently at 90% design. Beach Avenue from East Causeway Boulevard to the beach and Gulfspray Avenue from East Causeway Boulevard to the beach are the streets crossing the drainage canal. The streets must be elevated and reconstructed due to the proposed drainage canal project. North Beach Eco Park is at the north end of the drainage canal connecting the drainage canal with the wetlands. North Beach Eco Park contains acres of wetland habitat, which plays an important role as a shorebird feeding ground and as a recreational amenity for area residents and visitors. Since these project limits overlap, the projects have to be designed and constructed together. Listed below are the project scopes: Beach Ave & Gulfspray Ave: Beach Avenue and Gulfspray Avenue are classified as a Secondary Collector (C-2) on the Urban Transportation Plan (UTP) and is 0.26 miles in length. Beach Avenue will be reconstructed as a three-lane roadway from East Causeway Boulevard to Timon Boulevard, and a two-lane roadway from Timon Blvd to the eastern limit of Beach Avenue. The project includes pavement restoration, upgraded signage, pavement markings, ADA ramps, water, wastewater, gas utility improvements, and stormwater infrastructure improvements as necessary. Gulfspray Avenue will be reconstructed from East Causeway Boulevard to the existing park at the eastern limit of Gulfspray Avenue. A ten-foot-wide multi-use path will be constructed along Gulfspray Avenue per the City's Bicycle Mobility Plan. The project includes pavement restoration, upgraded signage, pavement markings, ADA ramps, water, wastewater, gas utility improvements, and stormwater infrastructure improvements as necessary. North Beach Eco Park: The northern end of North Beach contains thirty city-owned acres comprised of wetland habitat, grassy areas, and a popular beach. This area has played an important role as a shorebird feeding ground and as a recreational amenity for residents and visitors alike. The City of Corpus Christi, in partnership with the National Park Service and local institutions, created the North Beach Eco Park plan to protect these sensitive resources and recommend recreational and educational improvements to the area. Currently, the area identified as the North Beach Eco Park planning area contains three aging observation platforms, a shade structure, children's play area and parking at Dolphin Park, crumbling building foundations, wetlands, grassy areas, and access to the beach, Beachwalk, and the jetty. Proposed improvements include a new observation tower, shade structures, restrooms, paved access roads and boardwalks. Existing non-functioning wetland areas will be remediated. PROJECT TIMELINE: May - December January - March April - TBD Design Bid/Award Construction Projected schedule for the three additional projects reflects City Council award of professional services in June 2024 with anticipated construction beginning by May 2025. ALTERNATIVES: Council could elect not to add this scope to the LAN contract. That would require coordinating different designers to produce one bid document set or coordinating multiple construction contractors with overlapping projects. FISCAL IMPACT: The fiscal impact to FY 2024 is an amount not to exceed $473,604.00 with funding available from the American Rescue Plan Act Grant Funds. FUNDING DETAIL: Fund: American Rescue Plan (Fund 1076) Department: Infrastructure (17) Organization: Grants & Capital Projects Funds (89) Project: North Beach Drainage Improvements (22142) Account: Outside Consultants (550950) Activity: 421007F Amount: $473,604.00 RECOMMENDATION: Staff recommends approval of the Amendment No. 3 to the professional services contract with Lockwood, Andrews & Newman, Inc. in an amount of$ 473.604.00, for a total contract value not to exceed $1,254,408.00 to the North Beach Drainage Improvements project to include Beach Avenue, Gulfspray Avenue, and Eco Park projects. The design will begin in June 2024 with anticipated design completion by December 2024. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Proposal Presentation Lockwood, Andrews Lan & Newnam, Inc. A LEO A DALY COMPANY May 31, 2024 Mr.Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi PO BOX 9277 Corpus Christi, Texas 78469-9277 Re: Proposal for Amendment#3 North Beach Drainage Improvements (Project#22142) Dear Mr. Edmonds, At your request, LAN is providing this amendment proposal for professional engineering services for design, bid, and construction phase services for Beach Avenue and Gulfspray Avenue. This proposal also includes design (only) services for the proposed Eco-Park project at North Beach. It is our understanding that the City of Corpus Christi intends to bid these projects with Project 22142, North Beach Drainage Improvements (Phase 1). With that said, we will fast track designs and have them complete in approximately six to eight months from Notice to Proceed (See Attachment D). We propose to complete these projects for a total lump sum fee amendment of$473,604. Attachment A are services for Beach Avenue, Attachment B are services for Gulfspray Avenue, and Attachment C are services for the Eco-Park. Attachment F provides for a summary of contract amendments under Service Agreement 4798 (May 2023). Please feel free to contact me at 361-792-7225 or by email at SMHarris@Ian-inc.com, if you have any additional questions. Sincerely, r Scott M Harris, PE Senior Associate, Regional Manager 500 N.Shoreline Blvd.Ste.905 Corpus Christi,Texas 78401 361.882.2257 www.lan-inc.com Jeff Edmonds Bond 2018 Beach and Gulfspray Aves May 31, 2024 Page 2 Attachments: A1—Beach Avenue Scope of Services A2 - Beach Avenue Project Summary of Fees A3 —Beach Avenue Labor Breakdown B1—Gulfspray Avenue Scope of Services B2—Gulfspray Avenue Project Summary of Fees B3—Gulfspray Avenue Labor Breakdown C1—Eco-Park Scope of Services C2—Eco-Park Project Summary of Fees C3—Eco-Park Labor Breakdown D—Project Design Schedule E—Summary of Fees (Exhibit A) by Discipline F—Summary of Contract Amendment Cc: Ratna Pottumuthu, P.E.—Assistant Director Bryan Carter, P.E. —Project Engineer ATTACHMENT Al BOND 2018 - BEACH AVENUE (DEAD END TO EAST CAUSEWAY BLVD) SCOPE OF SERVICES SCOPE OF IMPROVEMENTS This project will upgrade Beach Avenue to the C-2 Secondary Collector classification based on future traffic volumes in a 60' ROW. The project will construct two-lanes eastbound to facilitate increased traffic due to the Harbor Bridge project and one-lane westbound between E. Causeway Boulevard and Timon Boulevard. Additionally, it will construct a two-lane roadway extending from Timon Boulevard to the existing park at the eastern end of Beach Avenue and construct associated ADA sidewalks and 10' wide multi-use side path per the Bicycle Mobility Plan. The proposed upgrades for Beach Ave. — E. Causeway Blvd.to Dead End at Gulfbreeze Blvd. will include: • Three-lane roadway from E Causeway to Surfside • Two-lane roadway from Surfside to dead end • Intersection improvements at Timon, Surfside, and Gulfbreeze • Curb and gutter with 5-foot minimum ADA accessible sidewalks with curb ramps on both sides. • Include 10' multi-use side path per Bicycle Mobility Plan • Signage and striping improvements • Underground storm water system upgrades in support of Project 22142 North Beach Drainage Improvements. • Wastewater upgrades as identified by the Utilities Department • Water upgrades as identified by the Utilities Department (Note: Per the Utility Department, all water lines have been replaced with PVC in this area. No major improvements are needed.) • Gas upgrades as identified by the Gas Department • Street Lighting Improvements • RTA Improvements Project 22142 North Beach Drainage Improvements Project includes a bridge crossing of the proposed linear park canal at Beach Avenue between Surfside and Timon Boulevards. Improvements to Beach Avenue under this contract will be coordinated with the drainage improvement project, specifically the bridge crossing. This project includes improvements at each intersection including connecting sidewalks, ADA, ramps, and pavement markings. A preliminary Typical Cross Section includes: 60'R.D.W. I1" 11' M'6-5 OF CURD 11' 1 6' S- ]' 11- IT 11- r 16' y'1 SIDEWALK MULTI-USE SICEPAM a1 Y aI LI LI 1J 41 � IO PROP.6`CUR5 I PROP.$'('.EIR& AND OUTTER AND GUTTER I as;-IN. 7%MIN. 4%MAIC 4%MAX DUST.NEIV 9'WATER LI`E a II L1 tl"IER.E❑-SEE W)IE \,"Ait 6'P%t IMT&L94E + S d (K EE REMOWMI txdl-�'W5 YRIJ PROPWO 24'KP CS3T. �6'5TORY SCtER iTo ee,& 5TPRIA 5MIM 4M K WkIY 6) \EXr.T.AEMD3NEQ V WG IMIERNE *{PRLP6SE6 16'WAtIt wTIER LINE [M$T.$,VC.P MYtST"*TW 4INE (16 SE REMOVED) BEACH AVE. (BOND 2018 PROPOSED STREET SECTION (ASPHALT PAVEMENT) SCALE:1"=10' BASIC SERVICES • Task 1—30% Preliminary Design • Task 2—60% Design Services • Task 3 —90% Design Services • Task 4—100% Final Design • Task 5—Bid Phase Services • Task 6—Construction Phase Services A. Task 1- Preliminary Design 1. Project Kick-off Meeting - Participate in one (1) project kick-off meeting and prepare meeting agenda and distribute meeting minutes to attendees. 2. Geotech Scoping & Coordination — Coordinate with the City Project Manager and geotechnical engineer and develop the scope of work and boring plan for the geotechnical soil investigation in support of the proposed design. 3. Traffic Counts - Request and Review the Traffic Counts provided by the City Project Manager. 4. Typical Sections - Develop up to two (2) pavement design cross sections (asphalt and concrete) based upon the outcomes and recommendations of the City's geotechnical investigation. Coordinate with the City's geotechnical consultant for clarifications to their report. 5. Identify ROW and Acquisition Requirements—Reviewthe survey data and determine if the project requires any property acquisition or if the proposed design can be accommodated inside the existing ROW. 6. Preliminary Street Lighting Analysis — Complete an analysis of the existing street lighting in the project area. 2 7. Governmental Authorities Coordination - Identify and analyze requirements of third-party governmental authorities and assist the City's Project Manager with coordination efforts with agencies such as the TDLR, RTA, and affected school districts and community groups. 8. Public Outreach / Stakeholders - Identify recommendations for public outreach & stakeholder requirements. 9. Conceptual Layout—LAN will prepare a conceptual plan view(11 x 17) for the project. 10. Opinion of Probable Construction Costs - Prepare 30% conceptual-level opinions of probable construction costs. 11. Design Concept Review - Per LAN's Quality Assurance and Control Plan, we will complete an internal Design Concept Review of the preliminary engineering deliverables. 12. Draft Engineering Letter Report (ELR)—this report will summarize the work performed above into a report to be delivered to the client. LAN will submit one (1) copy in an approved electronic format. 13. Client Review Meeting - Attend one (1) project review meeting with City staff to review and receive City comments on the PER and 30% plans. 14. Final Report-Assimilate City review comments and provide one(1)set of the Final ELR(electronic and hard copies using City Standards as applicable) suitable for reproduction. B. Task 2—60% Design Services 1. Third-party Utility Coordination — based on the results of the utilities investigation performed under Project 22142, assist the City PM with coordination with electric and communication utility companies and private pipeline companies that may have existing facilities and must be relocated to accommodate the proposed street improvements. Coordination includes emails and phone calls necessary to communication the requirements for utility relocations and repairs and is limited to 38 hours. 2. Prepare 60%construction documents(plans,specifications,estimates) in City standard format for the work identified in the Preliminary Phase, including: a. Prepare Street Improvement Plans - the development of construction plans (11 x 17) for the existing facility with rehabilitation of the existing two-lane street configuration, repairs to the curb and gutters on both sides, sidewalk additions, installation of ADA compliant curb ramps, signage, pavement markings, analysis, and upgrades to street illumination, as identified in the preliminary phase. b. Prepare Utility Relocation and Repair Plans-the development of construction plans (11 x 17) for the relocations and repairs of necessary water, wastewater, gas, or third-party utilities, as identified on the preliminary phase. c. Prepare Traffic Control and Construction Sequencing Plans - the Engineer-provided TCP will be a limited effort to give the Contractor a general outline of the intent. The TCP will be a required contactor submittal (for consultant review) to be provided for review prior to the commencement of construction activities and will include construction sequencing, typical cross section and construction phasing plan sheets, warning, and barricades, as well as standards sheets for barricades, traffic control plan, work zone pavement markings and signage. d. Provide Storm Water Pollution Prevention Plan including locations for City Standard Best Management Practices (BMP's). 3 3. Review and Deliver 60% Documents a. Per LAN's Quality Assurance and Control Plan, complete and internal QC review of the 60% documents. b. Furnish one (1) set of the interim plans (electronic and hard copies using City Standards as applicable)to the City staff for review and approval purposes. c. Updated Opinion of Probable Construction Costs d. City-required checklist including "Plan Executive Summary, project checklist & drawing checklist" which will identify and summarize the project by distinguishing key elements. 4. Client Review Meeting - Attend one (1) 60% submittal meeting with City Staff to assist staff in review of 60% submittal. Prepare meeting agenda and distribute meeting minutes to attendees within five working days of the meeting. C. Task 3—90% Design Services 1. Third-party Utility Coordination — continue to assist (on a limited basis) the City PM with coordination with third-party utilities having existing facilities to be relocated to accommodate the proposed improvements. Coordination includes emails and phone calls necessary to communication the requirements for utility relocations and repairs and is limited to 14 hours. 2. Prepare 90%construction documents(plans,specifications,estimates) in City standard format for the work identified in the Preliminary Phase, including: a. Incorporate 60% review comments from City and develop plans to the 90% level. b. Contract Documents-the project team will prepare a Project Manual consisting of City of Corpus Christi Standard Contract Documents (DIV 00, DIV 01) that defines the procurement and contracting requirements,general requirements,and City standards for materials, workmanship, and testing. The anticipated City standard documents that LAN will have to provide input into include: • Table of Contents • Agreement • Supplementary Conditions • Bid Form • Summary of Work • Alternates and Allowances • Measurement and Basis of Payment • Submittal Register • Special Procedures c. Standard Specifications (Part S) - these documents will be provided by the city and it is anticipated that there will be minimal editing required and that there will be no special technical specifications needed for the project. Should such editing or special or an excessive number of technical specifications be required, such work will warrant an additional services request from the Engineer. 3. Review and Deliver 90% Deliverables a. Per LAN's Quality Assurance and Control Plan, complete and internal QC review of the 60% documents. b. Furnish one (1) set of the interim plans (electronic and hard copies using City Standards as applicable)to the City staff for review and approval purposes. c. Updated Opinion of Probable Construction Costs d. City-required checklist including "Plan Executive Summary, project checklist & drawing checklist" which will identify and summarize the project by distinguishing key elements. 4. Client Review Meeting - Attend one (1) 90% submittal meeting with City Staff to assist staff in review of 90% submittal. Prepare meeting agenda and distribute meeting minutes to attendees within five working days of the meeting. D. Task 4—100% Final Design 1. Prepare 100% Final (unsealed) construction documents (plans, specifications, estimates) in City standard format for the work identified in the Preliminary Phase, including: a. Incorporate 90% review comments from City and develop plans to the 100% level. b. Contract Documents—prepare City contract documents to 100% level. c. City Standard Specifications & Details - incorporate City standard specifications and details into 100%deliverable. d. 100% Deliverables i. Furnish one (1) set of the final plans (electronic and hard copies using City Standards as applicable)to the City staff for review and approval purposes. ii. Updated Opinion of Probable Construction Costs iii. City-required checklist including "Plan Executive Summary, project checklist & drawing checklist"which will identify and summarize the project by distinguishing key elements. iv. Client Review Meeting-Attend one(1) 100%submittal meeting with City Staff to assist staff in review of 100% submittal. Prepare meeting agenda and distribute meeting minutes to attendees within five working days of the meeting. 2. Prepare Issued for Bid Documents - LAN will incorporate all review comments and prepare one (1) set of Issued for Bid (IFB) construction documents per City of Corpus Christi Standards. The set will include one(1) hard copy,one(1) PDF set of deliverables on a thumb drive,and a Microsoft One-Drive link to all documents, sent to the clients designated Project Manager. E. Task 5-Bid Phase Service 1. LAN will participate in one (1) pre-bid conference to discuss scope of work and to answer scope questions. It is assumed that the City of Corpus Christi will prepare the meeting agenda and minutes. 2. Review all technical questions concerning the bid documents and prepare revisions to the plans, specifications and bid forms that may be necessary. For the purposes of this proposal, LAN assumes not more than three (3) major questions to be answered via CIVCAST. Major questions are those that require a minimum of 4 hours to process and answer. 3. LAN will prepare one (1) addendum that includes client approved revisions to bid documents. 4. Provide two (2) hard copy set and one (1) electronic set of conformed drawings and conformed Contract Documents (PDF and original [CAD/Word/etc.]) to the City. 5 F. Task 6—Construction Phase Services 1. LAN will participate in one (1) pre-construction meeting. It is assumed that the City of Corpus Christi will prepare the meeting agenda and minutes. 2. Respond to Requests for Information (RFI) during the construction process concerning the plans and technical specifications. LAN assumes four (4) RFI's for this task. 3. Review Submittals—LAN will review contractor technical submittals as required in City of Corpus Christi General Conditions and Specifications. LAN assumes twelve (12) submittals for this task. 4. Prepare Requests for Proposals (RFP) / Change Orders — LAN will assist in preparing RFP's, review/negotiate pricing and prepare change orders. LAN assumes a max of one (1) Change Orders for this task. 5. Construction Observation — LAN will provide limited construction observation to monitor progress on the project and ensure construction is being completed in accordance with the contract documents. This includes delivery and installation of special equipment and contractors testing, start-up, and commissioning of special equipment. LAN assumes one visit per month (1.5 hours/each, includes travel)for nine months, or 13.5 hours. 6. Complete one substantial completion inspection and one final inspection and project close-out effort (ex., completion certificate, review as-built drawings, review of as-built O&M manuals). 7. Project Record Drawings — LAN will coordinate with City/Owners Representative to receive redlines from contractor and prepare one (1) PDF set of record drawings. ADDITIONAL SERVICES • Task 7—Geotechnical Services • Task 8—Subsurface Utility Engineering (Level A) G. Task 7—Geotechnical Services 1. Field Program — Explore the subsurface conditions at the site by performing two (2) test borings strategically located along Beach Avenue. Geotechnical drilling and sampling will be performed in accordance with ASTM International standards. Samples will be obtained at 2.5-ft depth intervals to a depth of 10-ft, at the 13-ft to 15-ft depth interval, and at 5-ft depth intervals thereafter until the boring completion depths are reached. 2. Laboratory Testing - Selected samples from the test borings will be used for geotechnical laboratory testing. The geotechnical laboratory testing program will include properties such as moisture content, unit weight,various types of compressive strength,Atterberg Limits,and grain size distribution. One-dimensional consolidation tests will also be completed to characterize the compressibility characteristics of cohesive soils in the site soil profile(s) for consolidation settlement analyses of the bridge approach embankments. 3. Engineering Analysis / Report Preparation — Engineering analysis will be conducted utilizing the information collected during our field program and laboratory testing services. The geotechnical engineer will present the results and findings in a written report to be included as an appendix to the preliminary phase engineering letter report. H. Task 8—Subsurface Utility Engineering(Level A) Provide Subsurface Utility Engineering Quality Level A(QL-A)Test Holes, at designated locations along Beach Avenue. Locations will be determined during preliminary engineering and included in the preliminary engineering report. LAN assumes a total of 3 locations for this proposal. Quality Level A(QL-A)Test Hole Services are the location and accurate horizontal and vertical position of subsurface utilities by excavating a test hole using vacuum excavation techniques and equipment that is non-destructive to utilities. In performing locating(test hole) services, the team will: • Provide all equipment, personnel and supplies required to perform locating services. We shall determine which equipment, personnel and supplies are required to perform such services. • Excavate test holes at selected locations to expose the utility to be measured in such a manner that ensures the safety of the excavation and the integrity of the utility to be measured. In performing such excavations, we shall comply with applicable utility damage prevention laws. • Excavations will be performed using specially developed vacuum excavation equipment that is non-destructive to existing facilities. If contaminated soils are discovered during the excavation process, we will so notify the Client. • Investigate, evaluate, measure and record: a. Actual depth to top of utility referenced to a survey marker installed directly above the centerline of the exposed utility structure and b. Outside diameter of utility and configuration of non-encased, multi-conduit systems. • Furnish and install survey markers directly above the centerline of utility structure. • Backfill around the exposed facility using pea gravel in the roadways. • Evaluate and compare field information with utility information described in utility records and resolve conflicts. I. Exclusions This project is connected to and supports the recommendations made in the North Beach Drainage Improvements Project(Project#22142). For that reason,several typical professional services are already being completed and are excluded from this project.These services include: • Drainage Analysis • Topographic& ROW Surveys • Permitting/ Environmental • Public Engagement/ Meetings 7 ATTACHMENT A2 BOND 2018 - BEACH AVENUE (DEAD END TO EAST CAUSEWAY BLVD) PROJECT SUMMARY OF FEES LAN proposes to complete Beach Avenue Improvements on a lump sum basis for a total contract amount not-to-exceed 199,100.50. The following table summarizes the fees associated with each task under this proposal: Project Summary of Fees Basic Services I.D. Task Description Total Task Fee A 1 Preliminary Phase $ 64,811.00 A 2 Design Phase $ 83,036.00 A 3 Bid Phase $ 7,366.50 A 4 Construction Administration Phase $ 19,887.00 Additional Services B 1 Permit Preparation $ - B 2 Topographic and Right-of-Way(ROW) Survey $ - B 3 ROW/Easement Acquisition Survey and Parcel Descriptions $ - B 4 Geotechnical Investigation $ 10,000.00 B 5 Public Involvement $ - B 6 Subsurface Utility Investigation (Level A) $ 14,000.00 B 7 Construction Observation Services $ - B 8 Warranty Phase $ - B 9 Televising Utility Lines $ - A Basic Services Manhour Fee Total $ 175,100.50 A Basic Services Materials Fee Total $ - B Additional Services Manhour Fee Total $ 24,000.00 B Additional Services Materials Fee Total $ - • $ 199,100.50 ATTACHMENT A3 BOND 2018 - BEACH AVENUE (DEAD END TO EAST CAUSEWAY BLVD) LABOR BREAKDOWN Task Descriptions Total PM QC ENG V ENG II TECH Task 1 1 Preliminary Design 1. Kickoff Meeting 2 1 1 2. Geotechnical Scoping&Coordination 3 2 1 3. Traffic Counts 4 1 1 2 4. Typical Sections 19 1 4 6 8 5. Identify ROW and Acq Rqmts 11 1 2 8 6. Street Lighting Analysis 18 8 6 4 7. Govt Authorities Coord 10 6 4 8. Public Outreach Requirements 4 4 9. Conceptual Layouts 66 4 2 8 12 40 10. Preliminary OPCC 29 4 1 24 11. Design Concept Review 12 4 8 12. Draft Engineering Letter Report 160 8 8 24 120 13. Client Review Meeting 2 1 1 14. Address Comments/Final Report 51 1 2 24 24 Task 2 60%Design Services 1. Third-Party Utility Coord (60%) 38 8 30 2, Prepare 60%Construction Docs 188 12 4 32 40 100 3, Review and Deliver 60%Docs 28 8 12 8 4, Client Review Meeting 2 1 1 Task 3 90%Design Services 1. Third-Party Utility Coord (90%) 14 2 12 2. Prepare 90%Construction Docs 116 2 4 30 40 40 3. Review and Deliver 90%Docs 16 2 8 6 4, Client Review Meeting 2 1 1 Task 4 100%Design Services 1. Prepare 100%Construction Docs 69 6 1 16 16 30 2. Prepare Issued for Bid Docs 20 6 2 12 Task 5 Bid Phase Services 1. Pre-Bid Conference 1 1 2. CIVCAST RFI's 17 8 1 8 3. Prepare Addenda 21 4 1 12 4 4. Conformed Documents 7 1 1 1 4 Task 6 Construction Phase Services 1. Pre-Construction Meeting 1 1 2. Requests for Information (8) 20 2 6 12 3. Review Submittals(24) 54 2 12 40 4. Change Orders(2) 20 2 2 8 8 5. Construction Observations 14 14 6. Substantial/Final Inspections 9 1 8 7. Project Record Drawings 9 1 8 Total 1055 105 39 200 445 266 9 ATTACHMENT 131 BOND 2018 - GULFSPRAY AVENUE (DEAD END TO EAST CAUSEWAY BLVD) SCOPE OF SERVICES BACKGROUND This project will upgrade Gulfspray Avenue to the C-2 Secondary Collector classification based on future traffic volumes in a 60' ROW. The project will construct two-lanes (one eastbound and one westbound) to facilitate traffic crossing the proposed linear canal (Project 22142) to and from the single and multi- family residential areas east of Surfside Boulevard along Gulfbreeze Boulevard. Additionally, it will construct associated ADA sidewalks and 10' wide multi-use side path per the Bicycle Mobility Plan. The proposed upgrades for Gulfspray Ave.—E. Causeway Blvd. to Dead End will include: • Two-lane roadway from E Causeway to dead end • Intersection improvements at Timon, Surfside, and Gulfbreeze • Curb and gutter with 5-foot minimum ADA accessible sidewalks with curb ramps on both sides. • Include 10' multi-use side path per Bicycle Mobility Plan • Signage and striping improvements • Underground storm water system upgrades in support of Project 22142 North Beach Drainage Improvements. • Wastewater upgrades as identified by the Utilities Department • Water upgrades as identified by the Utilities Department (Note: Per the Utility Department, all water lines have been replaced with PVC in this area. No major improvements are needed.) • Gas upgrades as identified by the Gas Department • Street Lighting Improvements Project 22142 North Beach Drainage Improvements Project includes a bridge crossing of the proposed linear park canal at Beach Avenue between Surfside and Timon Boulevards. Improvements to Beach Avenue under this contract will be coordinated with the drainage improvement project, specifically the bridge crossing. This project includes improvements at each intersection including connecting sidewalks, ADA, ramps, and pavement markings. BASIC SERVICES • Task 1—30% Preliminary Design • Task 2—60% Design Services • Task 3 —90% Design Services • Task 4—100% Final Design A. Task 1- Preliminary Design 1. Traffic Counts - Request and Review the Traffic Counts provided by the City Project Manager. 2. Typical Sections - Develop up to two (2) pavement design cross sections (asphalt and concrete) based upon the outcomes and recommendations of the City's geotechnical investigation. Coordinate with the City's geotechnical consultant for clarifications to their report. 3. Identify ROW and Acquisition Requirements—Review the survey data and determine if the project requires any property acquisition or if the proposed design can be accommodated inside the existing ROW. 4. Preliminary Street Lighting Analysis — Complete an analysis of the existing street lighting in the project area. 5. Conceptual Layout—LAN will prepare a conceptual plan view(11 x 17)for the project. 6. Opinion of Probable Construction Costs - Prepare 30% conceptual-level opinions of probable construction costs. 7. Design Concept Review - Per LAN's Quality Assurance and Control Plan, we will complete an internal Design Concept Review of the preliminary engineering deliverables. 8. Draft Engineering Letter Report (ELR)—this report will summarize the work performed above into a report to be delivered to the client. LAN will submit one (1) copy in an approved electronic format. 9. Client Review Meeting - Attend one (1) project review meeting with City staff to review and receive City comments on the PER and 30% plans. 10. Final Report-Assimilate City review comments and provide one(1)set of the Final PER(electronic and hard copies using City Standards as applicable) suitable for reproduction. B. Task 2—60%Design Services 1. Third-party Utility Coordination — based on the results of the utilities investigation performed under Project 22142,assist the City PM with coordination with electric and communication utility companies and private pipeline companies that may have existing facilities and must relocated to accommodate the proposed street improvements. Coordination includes emails and phone calls necessary to communication the requirements for utility relocations and repairs. 2. Prepare 60%construction documents(plans,specifications,estimates) in City standard format for the work identified in the Preliminary Phase, including: a. Prepare Street Improvement Plans -the development of construction plans (11 x 17) for the existing facility with rehabilitation of the existing two-lane street configuration, repairs to the curb and gutters on both sides, sidewalk additions, installation of ADA compliant curb ramps, signage, pavement markings, analysis, and upgrades to street illumination, as identified in the preliminary phase. b. Prepare Utility Relocation and Repair Plans-the development of construction plans (11 x 17) for the relocations and repairs of necessary water, wastewater, gas, or third-party utilities, as identified on the preliminary phase. c. Prepare Traffic Control and Construction Sequencing Plans - the Engineer-provided TCP will be a limited effort in order to give the Contractor a general outline of the intent. The TCP will be a required contactor submittal (for consultant review) to be provided for review prior to the commencement of construction activities and will include 11 construction sequencing, typical cross section and construction phasing plan sheets, warning and barricades, as well as standards sheets for barricades, traffic control plan, work zone pavement markings and signage. d. Provide Storm Water Pollution Prevention Plan including locations for City Standard Best Management Practices (BMP's). 3. Review and Deliver 60% Documents a. Per LAN's Quality Assurance and Control Plan, complete and internal QC review of the 60% documents. b. Furnish one (1) set of the interim plans (electronic and hard copies using City Standards as applicable)to the City staff for review and approval purposes. c. Updated Opinion of Probable Construction Costs d. City-required checklist including "Plan Executive Summary, project checklist & drawing checklist" which will identify and summarize the project by distinguishing key elements. 4. Client Review Meeting - Attend one (1) 60% submittal meeting with City Staff to assist staff in review of 60% submittal. Prepare meeting agenda and distribute meeting minutes to attendees within five working days of the meeting. C. Task 3—90% Design Services 1. Third-party Utility Coordination — continue to assist (on a limited basis) the City PM with coordination with third-party utilities having existing facilities to be relocated to accommodate the proposed improvements. Coordination includes emails and phone calls necessary to communication the requirements for utility relocations and repairs. 2. Prepare 90%construction documents(plans,specifications,estimates) in City standard format for the work identified in the Preliminary Phase, including: a. Incorporate 60% review comments from City and develop plans to the 90% level. b. Contract Documents-the project team will prepare a Project Manual consisting of City of Corpus Christi Standard Contract Documents (DIV 00, DIV 01) that defines the procurement and contracting requirements,general requirements,and City standards for materials, workmanship, and testing. The anticipated City standard documents that LAN will have to provide input into include: • Table of Contents • Agreement • Supplementary Conditions • Bid Form • Summary of Work • Alternates and Allowances • Measurement and Basis of Payment • Submittal Register • Special Procedures c. Standard Specifications (Part S) - these documents will be provided by the city and it is anticipated that there will be minimal editing required and that there will be no special technical specifications needed for the project. Should such editing or special or an excessive number of technical specifications be required, such work will warrant an additional services request from the Engineer. 3. Review and Deliver 90% Deliverables a. Per LAN's Quality Assurance and Control Plan, complete and internal QC review of the 60% documents. b. Furnish one (1) set of the interim plans (electronic and hard copies using City Standards as applicable)to the City staff for review and approval purposes. c. Updated Opinion of Probable Construction Costs d. City-required checklist including "Plan Executive Summary, project checklist & drawing checklist" which will identify and summarize the project by distinguishing key elements. 4. Client Review Meeting - Attend one (1) 90% submittal meeting with City Staff to assist staff in review of 90% submittal. Prepare meeting agenda and distribute meeting minutes to attendees within five working days of the meeting. D. Task 4—100%Final Design 1. Prepare 100% Final (unsealed) construction documents (plans, specifications, estimates) in City standard format for the work identified in the Preliminary Phase, including: a. Incorporate 90% review comments from City and develop plans to the 100% level. b. Contract Documents—prepare City contract documents to 100% level. c. City Standard Specifications & Details - incorporate City standard specifications and details into 100%deliverable. d. 100% Deliverables i. Furnish one (1) set of the final plans (electronic and hard copies using City Standards as applicable)to the City staff for review and approval purposes. ii. Updated Opinion of Probable Construction Costs iii. City-required checklist including "Plan Executive Summary, project checklist & drawing checklist"which will identify and summarize the project by distinguishing key elements. iv. Client Review Meeting-Attend one(1) 100%submittal meeting with City Staff to assist staff in review of 100% submittal. Prepare meeting agenda and distribute meeting minutes to attendees within five working days of the meeting. 2. Prepare Issued for Bid Documents - LAN will incorporate all review comments and prepare one (1) set of Issued for Bid (IFB) construction documents per City of Corpus Christi Standards. The set will include one(1) hard copy,one(1) PDF set of deliverables on a thumb drive,and a Microsoft One-Drive link to all documents, sent to the clients designated Project Manager. E. Task 5-Bid Phase Service 1. LAN will participate in one (1) pre-bid conference to discuss scope of work and to answer scope questions. It is assumed that the City of Corpus Christi will prepare the meeting agenda and minutes. 2. Review all technical questions concerning the bid documents and prepare revisions to the plans, specifications and bid forms that may be necessary. For the purposes of this proposal, LAN assumes not more than three (3) major questions to be answered via CIVCAST. Major questions are those that require a minimum of 4 hours to process and answer. 3. LAN will prepare one (1) addendum that includes client approved revisions to bid documents. 13 4. Provide two (2) hard copy set and one (1) electronic set of conformed drawings and conformed Contract Documents (PDF and original [CAD/Word/etc.]) to the City. F. Task 6—Construction Phase Services 1. LAN will participate in one (1) pre-construction meeting. It is assumed that the City of Corpus Christi will prepare the meeting agenda and minutes. 2. Respond to Requests for Information (RFI) during the construction process concerning the plans and technical specifications. LAN assumes four (4) RFI's for this task. 3. Review Submittals—LAN will review contractor technical submittals as required in City of Corpus Christi General Conditions and Specifications. LAN assumes twelve (12) submittals for this task. 4. Prepare Requests for Proposals (RFP) / Change Orders — LAN will assist in preparing RFP's, review/negotiate pricing and prepare change orders. LAN assumes a max of one (1) Change Orders for this task. 5. Construction Observation — LAN will provide limited construction observation to monitor progress on the project and ensure construction is being completed in accordance with the contract documents. This includes delivery and installation of special equipment and contractors testing, start-up, and commissioning of special equipment. LAN assumes one visit per month (1.5 hours/each, includes travel)for nine months, or 13.5 hours. 6. Complete one substantial completion inspection and one final inspection and project close-out effort (ex., completion certificate, review as-built drawings, review of as-built O&M manuals). 7. Project Record Drawings — LAN will coordinate with City/Owners Representative to receive redlines from contractor and prepare one (1) PDF set of record drawings. ADDITIONAL SERVICES • Task 7—Geotechnical Services • Task 8—Subsurface Utility Engineering (Level A) G. Task 7—Geotechnical Services 1. Field Program — Explore the subsurface conditions at the site by performing two (2) test borings strategically located along Gulfspray Ave. Geotechnical drilling and sampling will be performed in accordance with ASTM International standards. Samples will be obtained at 2.5-ft depth intervals to a depth of 10-ft, at the 13-ft to 15-ft depth interval, and at 5-ft depth intervals thereafter until the boring completion depths are reached. 2. Laboratory Testing - Selected samples from the test borings will be used for geotechnical laboratory testing. The geotechnical laboratory testing program will include properties such as moisture content, unit weight,various types of compressive strength,Atterberg Limits,and grain size distribution. One-dimensional consolidation tests will also be completed to characterize the compressibility characteristics of cohesive soils in the site soil profile(s) for consolidation settlement analyses of the bridge approach embankments. 14 3. Engineering Analysis / Report Preparation — Engineering analysis will be conducted utilizing the information collected during our field program and laboratory testing services. The geotechnical engineer will present the results and findings in a written report to be included as an appendix to the preliminary phase engineering letter report. H. Task 8—Subsurface Utility Engineering(Level A) Provide Subsurface Utility Engineering Quality Level A(QL-A)Test Holes, at designated locations along Gulfspray Avenue. Locations will be determined during preliminary engineering and included in the preliminary engineering report. LAN assumes a total of 3 locations for this proposal. Quality Level A(QL-A)Test Hole Services are the location and accurate horizontal and vertical position of subsurface utilities by excavating a test hole using vacuum excavation techniques and equipment that is non-destructive to utilities. In performing locating(test hole) services, the team will: • Provide all equipment, personnel and supplies required to perform locating services. We shall determine which equipment, personnel and supplies are required to perform such services. • Excavate test holes at selected locations to expose the utility to be measured in such a manner that ensures the safety of the excavation and the integrity of the utility to be measured. In performing such excavations, we shall comply with applicable utility damage prevention laws. • Excavations will be performed using specially developed vacuum excavation equipment that is non-destructive to existing facilities. If contaminated soils are discovered during the excavation process, we will so notify the Client. • Investigate, evaluate, measure and record: a. Actual depth to top of utility referenced to a survey marker installed directly above the centerline of the exposed utility structure and b. Outside diameter of utility and configuration of non-encased, multi-conduit systems. • Furnish and install survey markers directly above the centerline of utility structure. • Backfill around the exposed facility using pea gravel in the roadways. • Evaluate and compare field information with utility information described in utility records and resolve conflicts. I. Exclusions&Assumptions This project is connected to and supports the recommendations made in the North Beach Drainage Improvements Project(Project#22142). For that reason,several typical professional services are already being completed and are excluded from this project.These services include: • Drainage Analysis • Topographic& ROW Surveys • Permitting/ Environmental • Public Engagement/ Meetings 15 ATTACHMENT B2 BOND 2018 - GULFSPRAY AVENUE (DEAD END TO EAST CAUSEWAY BLVD) PROJECT SUMMARY OF FEES LAN proposes to complete Gulfspray Avenue Improvements on a lump sum basis for a total contract amount not-to-exceed $183,503.50. The following table summarizes the fees associated with each task under this proposal: Project Summary of Fees Basic Services I.D. Task Description Total Task Fee A 1 Preliminary Phase $ 59,730.00 A 2 Design Phase $ 72,520.00 A 3 Bid Phase $ 7,366.50 A 4 Construction Administration Phase $ 19,887.00 Additional Services B 1 Permit Preparation $ - B 2 Topographic and Right-of-Way(ROW) Survey $ - B 3 ROW/Easement Acquisition Survey and Parcel Descriptions $ - B 4 Geotechnical Investigation $ 10,000.00 B 5 Public Involvement $ - B 6 Subsurface Utility Investigation (Level A) $ 14,000.00 B 7 Construction Observation Services $ - B 8 Warranty Phase $ - B 9 Televising Utility Lines $ - A Basic Services Manhour Fee Total $ 159,503.50 A Basic Services Materials Fee Total $ - B Additional Services Manhour Fee $ - Tota I B Additional Services Materials Fee $ 24,000.00 Total • 0 $ 183,503.50 ATTACHMENT B3 BOND 2018 - GULFSPRAY AVENUE (DEAD END TO EAST CAUSEWAY BLVD) LABOR BREAKDOWN Task Descriptions Total PM QC ENG V ENG II TECH Task 1 1 Preliminary Design 1. Traffic Counts 4 1 1 2 2. Typical Sections 19 1 4 6 8 3. Identify ROW and Acq Rgmts 11 1 2 8 4. Street Lighting Analysis 18 8 6 4 5. Conceptual Layouts 66 4 2 8 12 40 6. Preliminary OPCC 21 4 1 16 7. Design Concept Review 12 4 8 8. Draft Engineering Letter Report 160 8 8 24 120 9. Client Review Meeting 2 1 1 10. Address Comments/Final Report 51 1 2 24 24 Task 2 60%Design Services 1. Third-Party Utility Coord (60%) 38 8 30 2, Prepare 60%Construction Docs 158 12 4 32 30 80 3, Review and Deliver 60%Docs 28 8 12 8 4, Client Review Meeting 2 1 1 Task 3 90%Design Services 1. Third-Party Utility Coord (90%) 14 2 12 2. Prepare 90%Construction Docs 92 2 4 20 30 36 3. Review and Deliver 90%Docs 16 2 8 6 4, Client Review Meeting 2 1 1 Task 4 100%Design Services 1. Prepare 100%Construction Docs 55 6 1 12 12 24 2. Prepare Issued for Bid Docs 20 6 2 12 Task 5 Bid Phase Services 1. Pre-Bid Conference 1 1 2. CIVCAST RFI's 17 8 1 8 3. Prepare Addenda 21 4 1 12 4 4. Conformed Documents 7 1 1 1 4 Task 6 Construction Phase Services 1. Pre-Construction Meeting 1 1 2. Requests for Information(8) 20 2 6 12 3. Review Submittals(24) 54 2 12 40 4. Change Orders(2) 20 2 2 8 8 5. Construction Observations 14 14 6. Substantial/Final Inspections 9 1 8 7. Project Record Drawings 9 1 8 Total 960 92 38 185 409 236 17 ATTACHMENT C1 NORTH BEACH ECO-PARK PROJECT SCOPE OF SERVICES BACKGROUND In March 2023, the City of Corpus Christi, in conjunction with the National Park Service, North Beach Community Association, Texas State Aquarium and others finalized a plan aimed at developing a park on North Beach emphasizing ecosystem conservation, restoration, and access to our natural resources. The final plan included the following defining elements: • Restored wetland habitat. • Multipurpose Pavilion • Comfort Station • Boardwalks • Shade structures • Trails • Observation tower • Vegetative buffer along US 181 • Living shoreline and oyster reefs • Parking and access improvements including limiting traffic on Timon Blvd. The park development will include the elements above and be connected to the proposed linear park between Surfside and Timon Boulevards that is being developed as part of the North Beach Drainage Improvements project (Project 22142). It is intended for the City of Corpus Christi to apply for one regulatory permit through the United States Army Corps of Engineers (USACE) for both projects. See attached EXHIBIT A for a conceptual plan for the proposed Eco-Park. SUMMARY OF SERVICES LAN will provide preliminary and final design services for the development of the Eco-Park. It is assumed that bid and construction phase services will be performed later, under a separate contract. Basic Services include: • Task 1—Preliminary Design/ ELR • Task 2 —60% Design Services • Task 3—100% Final Design A. Task 1 - Preliminary Design/ ELR 1. Project Kick-off Meeting - Participate in one (1) project kick-off meeting and prepare meeting agenda and distribute meeting minutes to attendees. 2. Conceptual Layouts—prepare 30% plans (11 x 17)for the project including: a. Plan View Layouts including parking, trails, boardwalks, structures, and vegetated areas. b. Existing Utility Maps and Potential Conflicts 3. Identification of Park Amenities and Timelines— Identify the equipment and materials necessary for the parks improvements and tabulate that data into an equipment log / spreadsheet and discuss with manufacturers and vendors the costs for that equipment and time frame for ordering and delivering that equipment to the project sites. 4. Opinion of Probable Construction Costs - Prepare 30% conceptual-level opinions of probable construction costs. 5. Design Concept Review - Per LAN's Quality Assurance and Control Plan, we will complete an internal Design Concept Review of the preliminary engineering deliverables. 6. Draft Engineering Letter Report(ELR)—this report will summarize the scope of the project,design criteria, restraints, constraints, and limitations into a report to be delivered to the client. LAN will submit one (1) copy in an approved electronic format. 7. Client Review Meeting - Attend one (1) project review meeting with City staff to review and receive City comments on the PER and 30% plans. 8. Final Report-Assimilate City review comments and provide one(1)set of the Final ELR(electronic and hard copies using City Standards as applicable) suitable for reproduction. B. Task 2—60% Design Services 1. Third-party Utility Coordination — based on the results of the utilities investigation performed under Project 22142,assist the City PM with coordination with electric and communication utility companies and private pipeline companies that may have existing facilities and must be relocated to accommodate the proposed park improvements. Coordination includes emails and phone calls necessary to communication the requirements for utility relocations and repairs and is limited to 16 hours. 2. Prepare 60%construction documents(plans,specifications,estimates) in City standard format for the work identified in the Preliminary Phase, including: a. Prepare Park Improvement Plans - the development of construction plans (11 x 17) for the restoration of wetlands, construction of trails and boardwalks, parking lots, access improvements or closures, living shoreline, and structures including restroom facility, observation tower, pavilion, installation of ADA compliant paths (concrete or trail), signage, lighting, landscaping, and park amenities. b. Prepare Utility Relocation and Repair Plans-the development of construction plans (11 x 17) for the relocations and repairs of necessary water, wastewater, gas, or third-party utilities, as identified on the preliminary phase. c. Prepare Traffic Control and Construction Sequencing Plans - the Engineer-provided TCP will be a limited effort to give the Contractor a general outline of the intent. The TCP will be a required contactor submittal (for consultant review) to be provided for review prior to the commencement of construction activities and will include construction sequencing and construction phasing plan sheets, warning, and barricades, as well as standards sheets for barricades,traffic control plan,work zone pavement markings and signage. d. Provide Storm Water Pollution Prevention Plan including locations for City Standard Best Management Practices (BMP's). 19 a. Contract Documents-the project team will prepare a Project Manual consisting of City of Corpus Christi Standard Contract Documents (DIV 00, DIV 01) that defines the procurement and contracting requirements,general requirements,and City standards for materials, workmanship, and testing. The anticipated City standard documents that LAN will have to provide input into include: • Table of Contents • Agreement • Supplementary Conditions • Bid Form • Summary of Work • Alternates and Allowances • Measurement and Basis of Payment • Submittal Register • Special Procedures e. Standard Specifications (Part S) - these documents will be provided by the city, and it is anticipated that there will be minimal editing required for the project. f. Technical Specifications (Part T) — LAN will work with approved manufacturers and vendors for specialty equipment and park amenities and develop technical specifications for this project. 3. Review and Deliver 60% Documents a. Per LAN's Quality Assurance and Control Plan, complete and internal QC review of the 60% documents. b. Furnish one (1) set of the interim plans (electronic and hard copies using City Standards as applicable)to the City staff for review and approval purposes. c. Updated Opinion of Probable Construction Costs d. City-required checklist including "Plan Executive Summary, project checklist & drawing checklist" which will identify and summarize the project by distinguishing key elements. 4. Client Review Meeting - Attend one (1) 60% submittal meeting with City Staff to assist staff in review of 60% submittal. Prepare meeting agenda and distribute meeting minutes to attendees within five working days of the meeting. C. Task 3—100%Final Design 1. Prepare 100% Final (unsealed) construction documents (plans, specifications, estimates) in City standard format for the work identified in the Preliminary Phase, including: a. Incorporate 60% review comments from City and develop plans to the 100% level. b. Contract Documents—prepare City contract documents to 100% level. c. City Standard Specifications & Details - incorporate City standard specifications and details into 100%deliverable. d. 100% Deliverables i. Furnish one (1) set of the final plans (electronic and hard copies using City Standards as applicable)to the City staff for review and approval purposes. ii. Updated Opinion of Probable Construction Costs 20 iii. City-required checklist including "Plan Executive Summary, project checklist & drawing checklist"which will identify and summarize the project by distinguishing key elements. iv. Client Review Meeting-Attend one(1) 100%submittal meeting with City Staff to assist staff in review of 100% submittal. Prepare meeting agenda and distribute meeting minutes to attendees within five working days of the meeting. 2. Prepare Issued for Bid Documents - LAN will incorporate all review comments and prepare one (1) set of Issued for Bid (IFB) construction documents per City of Corpus Christi Standards. The set will include one(1) hard copy,one(1) PDF set of deliverables on a thumb drive,and a Microsoft One-Drive link to all documents, sent to the clients designated Project Manager. 21 ATTACHMENT C2 NORTH BEACH ECO-PARK PROJECT SUMMARY OF FEES Project Summary of Fees Basic Services I.D. Task Description Total Task Fee A 1 Preliminary Phase $ 41,879.00 A 2 Design Phase $ 49,121.00 A 3 Bid Phase $ - A 4 Construction Administration Phase $ - Additional Services B 1 Permit Preparation $ - B 2 Topographic and Right-of-Way(ROW) Survey $ - B 3 ROW/Easement Acquisition Survey and Parcel Descriptions $ - B 4 Geotechnical Investigation $ - B 5 Public Involvement $ - B 6 Subsurface Utility Investigation (Level A) $ - B 7 Construction Observation Services $ - B 8 Warranty Phase $ - B 9 Televising Utility Lines $ - A Basic Services Manhour Fee Total $ 91,000.00 A Basic Services Materials Fee Total $ - B Additional Services Manhour Fee Total $ - B Additional Services Materials Fee Total $ - TOTAL $ 91,000.00 22 ATTACHMENT C3 NORTH BEACH ECO-PARK PROJECT LABOR BREAKDOWN Task Descriptions Total PM QC ENG V ENG II TECH Task 1 Preliminary Design 1. Project Kick-Off Meeting/Site Visit 5 2 1 2 2. Conceptual Layouts(30%Plans) 96 16 20 60 3. Identification of Park Amenities&Timelines 13 4 1 8 4. Opinion of Probable Construction Costs 20 2 1 1 16 5. Design Concept Review 4 2 2 6. Draft Engineering Letter Report 60 8 4 8 40 7. Client Review Meeting 2 1 1 8. Final Report and 30%Plans 19 2 3 2 4 8 Task 2 60%Design Services 1. Third-Party Utility Coord (60%) 16 8 8 2, Prepare 60%Construction Docs 200 2 2 16 80 100 3, Review and Deliver 60% Docs 8 4 4 4, Client Review Meeting 2 1 1 Task 3 100%Design Services 1. Prepare 100%Construction Docs 51 6 1 40 4 2. Prepare Issued for Bid Docs 19 6 1 12 Total 515 64 17 28 234 172 23 ATTACHMENT D PROJECT DESIGN SCHEDULE Task Descriptions Duration Start Finish (weeks) (Week) (Week) Task 1 Preliminary Design NTP & Kickoff Meeting 1 NTP NTP+1 Geotechnical Investigation 4 NTP+1 NTP+4 Preliminary Design 4 NTP+1 NTP+4 Design Concept Review 1 NTP+5 NTP+6 Develop Draft Engineering Letter Report 2 NTP+4 NTP+6 Deliver Draft ELR NTP+6 Client Review 2 NTP+6 NTP+8 Address Comments/ Deliver Final Report 1 NTP+8 NTP+9 Task 2 60%Design Services 1. Third-Party Utility Coord (60%) On Going 2, Prepare 60% Construction Docs 3 NTP+9 NTP+12 3, Review and Deliver 60% Docs 2 NTP+12 NTP+14 4, Client Review Meeting 2 NTP+14 NTP+16 Task 3 90%Design Services (Beach/Gu Ifs pray Only) 1. Third-Party Utility Coord (90%) On Going 2. Prepare 90% Construction Docs 3 NTP+16 NTP+19 3. Review and Deliver 90% Docs 1 NTP+19 NTP+20 4, Client Review Meeting 2 NTP+20 NTP+22 Task 4 100% Design Services 1. Prepare 100% Construction Docs 2 NTP+22 NTP+24 2. Prepare Issued for Bid Docs 1 NTP+24 NTP+25 The design of all three projects can be completed within 25 weeks or approximately 6 months from NTP. ATTACHMENT E COMBINED SUMMARY OF FEES- EXHIBIT A BOND 2018 - BEACH AVENUE (DEAD END TO EAST CAUSEWAY BLVD) Basic Services Fees Street Storm Water Water Waste Water Gas Total 1 Preliminary Phase $ 38,886.60 $ 11,665.98 $ 6,481.10 $ 6,481.10 $ 1,296.22 $ 64,811.00 2 Design Phase $ 49,821.60 $ 14,946.48 $ 8,303.60 $ 8,303.60 $ 1,660.72 $ 83,036.00 3 Bid Phase $ 4,419.90 $ 1,325.97 $ 736.65 $ 736.65 $ 147.33 $ 7,366.50 4 Construction Administration Phase $ 11,932.20 $ 3,579.66 $ 1,988.70 $ 1,988.70 $ 397.74 $ 19,887.00 Subtotal Basic Services Fee $ 105,060.30 $ 31,518.09 $ 17,510.05 $ 17,510.05 $3,502.01 $ 175,100.50 Additional Services Fees 5 IGeotechnicallnvestigation $ 6,000.00 $ 1,800.00 $ 1,000.00 $ 1,000.00 $ 200.00 $ 10,000.00 6 ISubsurface Utility Investigation(Level A) $ 8,400.00 $ 2,520.00 $ 1,400.00 $ 1,400.00 $ 280.00 $ 14,000.00 Subtotal Additional Services Fees $ 14p400.00 $ 4,320.00 $ 2,400.00 $ 2,400.00 $ 480.00 $ 24,000.00 Total Fee $ 119,460.30 $ 35,838.09 $ 19,910.05 $ 19,910.05 $3,982.01 $ 199,100.50 BOND 2018 - GULFSPRAY AVENUE (DEAD END TO EAST CAUSEWAY BLVD) Basic Services Fees Street Storm Water Water Waste Water Gas Total 1 Preliminary Phase $ 35,838.00 $ 10,751.40 $ 5,973.00 $ 5,973.00 $ 1,194.60 $ 59,730.00 2 Design Phase $ 43,512.00 $ 13,053.60 $ 7,252.00 $ 7,252.00 $ 1,450.40 $ 72,520.00 3 Bid Phase $ 4,419.90 $ 1,325.97 $ 736.65 $ 736.65 $ 147.33 $ 7,366.50 4 Construction Administration Phase $ 11,932.20 $ 3,579.66 $ 1,988.70 $ 1,988.70 $ 397.74 $ 19,887.00 Subtotal Basic Services Fee $ 95,702.10 $ 28,710.63 $ 15,950.35 $ 15,950.35 $3,190.07 $ 159,503.50 Additional Services Fees 5 Geotechnicallnvestigation $ 6,000.00 $ 1,800.00 $ 1,000.00 $ 1,000.00 $ 200.00 $ 10,000.00 6 ISubsurface Utility Investigation(Level A) $ 8,400.00 $ 2,520.00 $ 1,400.00 $ 1,400.00 $ 280.00 $ 14,000.00 Subtotal Additional Services Fees $ 14p400.00 $ 4,320.00 $ 2,400.00 $ 2,400.00 $ 480.00 $ 24,000.00 Total Fee $ 110,102.10 $ 33,030.63 $ 18,350.35 $ 18,350.35 $3,670.07 $ 183,503.50 25 ATTACHMENT F SUMMARY OF CONTRACT AMENDMENTS Original Contract Basic Services: (Service Agreement Amendment 1 Amendment 2 Amendment 3 Total Contract No 4798)May 2023 Preliminary Engineering Svcs $185,715.00 $ 25,120.00 $0.00 $166,420.00 $377,255.00 Detailed Design (60%) $96,810.00 $ - $0.00 $65,188.92 $161,998.92 Final Design (90%) $75,030.00 $ $34,996.00 $55,932.72 $165,958.72 Final Design (Pre-ATA) $27,345.00 $ $0.00 $83,555.36 $110,900.36 Bid Phase Svcs $9,280.00 $ $0.00 $14,733.00 $24,013.00 Construction Phase Svcs $55,420.00 $ $0.00 $39,774.00 $95,194.00 Total Basic Services $449,600.00 $25,120.00 $34,996.00 $425,604.00 $935,320.00 Additional Services Total Contract Topgraphic& Boundary Surveys $93,400.00 $ $0.00 $28,000.00 $121,400.00 Geotech Inv& Engineering $24,890.00 $ $0.00 $20,000.00 $44,890.00 Environmental & Permitting $80,545.00 $ $0.00 $80,545.00 State/TXDOT Coord/Permitting $9,980.00 $ $0.00 $9,980.00 ROW/Property Acquisition $8,600.00 $ $0.00 $8,600.00 Detailed H&H Modeling $30,545.00 $ $0.00 $30,545.00 Public Meetings $23,200.00 $ - $0.00 $23,200.00 Total Additional Services $271,160.00 $0.00 $0.00 $48,000.00 $319,160.00 Total of Fees $720,760.00 $25,120.00 $34,996.00 $473,604.00 $1,254,480.00 Capital Improvement Flan 2024 thru 2026 City of Corpus Christi, Texas Project# 22142 Project Name North Beach Drainage Improvements` Type Improvement/Additions Department Public Works-Storm Water Useful Life 25 years Contact Director of Public Works Category Stoma Drainage Priority Critical-Asset Condition\longevity Council District I Status Active Description North Beach has been a tourist destination for over 100 years.North Beach provides public access to beaches,boat launches,shopping stores, restaurants,and tourist attractions such as the Texas State Aquarium and USS Lexington.North Beach experiences frequent flooding from a variety of sources to include tidal rises,rainfall,and drainage backflow. This project will include open channel improvements,roadside ditch improvements,and a new outfall near Timon Marsh,connecting to the future Eco Park. Justification North Beach area experiences flooding during storm and rain events causing damage to property and city infrastructure. Expenditures Prior Years 2024 2025 2026 Total Construction/Rehab 11,550,000 5,500,000 5,500,000 22,550,000 Design 720,760 500,000 1,220,760 Eng,Admin Reimbursements 79,000 650,240 500,000 500,000 1,729,240 Total 799,760 12,200,240 6,500,000 6,000,000 25,500,000 Funding Sources Prior Years 2024 2025 2026 Total Certificates of Obligation(New) 6,000,000 6,500,000 6,000,000 18,500,000 General Fund(Prior) 79,000 1,921,000 2,000,000 Grant-American Rescue Act 720,760 4,279,240 5,000,000 Total 799,760 12,200,240 6,500,000 6,000,000 25,500,000 Budget Impact/Other 71 An assessment will be conducted at the conclusion of this project to determine maintenance costs. 304 Capital Improvement Flan 2024 thru 2026 City of Corpus Christi, Texas Project# 18007 Project Name Beach Ave (DE- Gulf breeze to Causeway Blvd) Type Improvement/Additions Department Public Works Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Critical-Condition\longevity Council District I Status Active Description This project consists of reconstruction of a three-lane roadway from E.Causeway Boulevard to Timon Boulevard and a two-lane roadway extending from Timon to the existing park at the eastern end of Beach Avenue.The project includes pavement restoration,upgraded signage, pavement markings,ADA ramps,water,wastewater,and gas utility improvements,and storm water improvements as necessary. This project is currently scheduled to begin construction in FY 2025. Justification This project will replace aging utilities where applicable,improve the road to accommodate heavier traffic flows and provide a safer driving experience. Expenditures Prior Years 2024 2025 2026 Total Construction/Rehab 734,753 734,753 Design 31,000 52,125 83,125 Storm Water-St. 407,500 407,500 Wastewater-St 273,000 273,000 Water-St. 254,800 254,800 Eng,Admin Reimbursements 272 180,000 180,272 Total 31,272 1,902,178 1,933,450 Funding Sources Prior Years 2024 2025 2026 Total G.O. Bond 2018 29,724 958,878 988,602 G.O. Bond Prior 1,548 1,548 Revenue Bonds 943,300 943,300 Total 31,272 1,902,178 1,933,450 Budget Impact/Othea 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. 227 Capital Improvement Flan 2024 thru 2026 City of Corpus Christi, Texas Project# 18162 Project Name North Beach Gulfspray Ave Ped/Bike Access f, Type Improvement/Additions Department Public Works < Useful Life 25 years Contact Director of Public Works Category Street-Rehabilitation Priority Critical-Condition\longevity Council District I ` Status Active Description _ Pedestrian and bicycle infrastructure improvements to create a new trail for improved access from the new Harbor Bridge and the beach approved in the North Beach Area Plan.This project is currently scheduled to begin FY 2025. Justification This project will improve the road and provide a safer driving experience. Expenditures Prior Years 2024 2025 2026 Total Planning 2,000 2,000 Construction/Rehab 230,000 230,000 Design 38,000 38,000 Eng,Admin Reimbursements 30,000 30,000 Total 2,000 298,000 300,000 Funding Sources Prior Years 2024 2025 2026 Total G.O. Bond 2018 2,000 298,000 300,000 Total 2,000 298,000 300,000 Budget Impact/Other 71 There is no projected operational impact with this project,at this time.Once the project is completed it will be added to the Street Preventative Maintenance Program. 258 Capital Improvement Plan 2024 thru 2026 City of Corpus Christi, Texas Project# 23167 Project Name North Beach Eco Park(Design Only) -- - Type Improvement/Additions Department Parks and Recreation Useful Life 25 years Contact Park Director Category Park Improvements Priority Important-Community Investment ---- Council District 1 — Status Active _-- ------ Description This project would consist of design only of the Eco Park on North Beach. The project will include development an environmentally conscious park that will be home to healthy wetlands and wildlife,as well as trails,boardwalks,and observation decks with interpretive signs and educational resources. Justification To increase visibility and visitation to both the park and the City. Expenditures Prior Years 2024 2025 2026 Total Design 91,000 91,000 Eng,Admin Reimbursements 9,000 9,000 Tom 100,000 100,000 Funding Sources Prior Years 2024 2025 2026 Total G.O. Bond 2022 100,000 100,000 Total 100,000 100,000 Budget Impact/Other 71 An assessment will be done upon completion of project to determine maintenance costs. 118 �y Corpus Chr sti Engineering NORTH BACH DRAINAGE IMPROVEMENTS - AMENDMENT #3: Beach Ave, Gulf spray Ave, & Eco Park Council Presentation June 25, 2024 North Beach Drainage Improvements Amendment #3 CW Corpus Chr Ad Project Location Engineering '\y Location Map Y '� PROPOSED CANAL n sEACULL a .a SEAGULL. - T a SURFSIDE x — � a ,• — s•4cs y�r GuLFDUEU PROJECT NO.22142-NORTH BEACH DRAINAGE IMPROVEMENTS:AMENDMENT#3 - - - • 18007-BEACH AVENUE-DEAD END-GULFBREEZETO CAUSEWAY BOULEVARD CITY COUNCIL EXHIBIT • 18162-NORTH BEACH-GULFSPRAY AVENUE-PEDESTRIANIBIKE ACCESS CITY OF CORPUS CHRISTI,TEXAS _ • 23167.NORTH BEACH ECO PARK DEPARTMENT OF ENGINEERING SERVICES - North Beach Drainage Improvements Amendment #3 �o *.s-Ch, ., � Engineering Scope of Work Motion authorizing an Amendment No. 3 to the professional services contract with Lockwood, Andrews & Newman, Inc. in an amount of $473,604.00 to provide the design, bid, and construction phase services for the Beach Avenue from East Causeway Boulevard to Beach, Gulfspray Avenue from East Causeway Boulevard to Beach, and the design services for the North Beach Eco Park project. Listed below are the project scopes: Beach Ave Improvements: • A third lane from E. Causeway to Timon • Upgraded signage, pavement markings, ADA, utilities • New paving and stormwater infrastructure North Beach Drainage Improvements Amendment #3 Co pus hhl ti ., � Engineering Scope of Work Gulfspray Ave Improvements: • A ten-foot-wide multi-use path • Upgraded signage, pavement markings, ADA, utilities • New paving and stormwater infrastructure North Beach Eco Park: • Shade structures • An observation tower • Restrooms • Paved access roads • Boardwalks • Wetland remediation North Beach Drainage Improvements Amendment #3 4 A Corpus Chr sti Project Schedule Engineering May- December January - March April -TBD Design Bid/Award Construction Projected Schedule reflects City Council award in June 2024, with anticipated design completion by December 2024. se 0 0 U NCORPa0.P�¢ AGENDA MEMORANDUM ss52 City Council Meeting of June 25, 2024 DATE: March 15, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Assistant City Manager HeatherH3Lcctexas.com 361-826-3506 S.E.A. Walk Project Briefing OUTSIDE PRESENTERJa Name Title/Position Agency Name 1. Bill Durrill Director Devary Durrill Foundation BACKGROUND: Overview of the S.E.A Walk Project proposed by the Devary Durrill Foundation including the potential use of Type A Sales Tax Funding. LIST OF SUPPORTING DOCUMENTS: PowerPoint— S.E.A. Walk Project Briefing Se GO � O� A H /NCOOPOR AGENDA MEMORANDUM 1852 City Council Meeting of June 25, 2024 DATE: June 25, 2024 TO: Peter Zanoni, City Manager FROM: Ernesto De La Garza, P.E., Director of Public Works E rnestod2(a)cctexas.com (361) 826-1677 Corpus Christi Regional Transportation Authority (RTA) 2023 End of Year Annual Review STAFF PRESENTER(S): Name Title/Position Department 1. Ernesto De La Garza, P.E. Director Public Works ORGANIZATION PRESENTER(S): Name Title/Position Department 1. DERRICK MAJCHSZAK Chief Executive Officer RTA BACKGROUND: The Corpus Christi Regional Transportation Authority (RTA) will be presenting a 2023 overview of accomplishments achieved throughout the year. This presentation provides City-wide initiatives, community engagement, and budget metrics to demonstrate cost advancement within the CCRTA. LIST OF SUPPORTING DOCUMENTS: PowerPoint — CCRTA Link to CCRTA Year in Review Video https://youtu.be/XeSvX94rWpo