HomeMy WebLinkAboutC2011-365 - 8/30/2011 - NAPage 1 of 10
AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND
LIFE ROLLS ON FOUNDATION ( "SUBRECIPIENT ")
(TEXAS DEPT. OF STATE HEALTH SERVICES PHASE 11 OF THE GOVERNOR'S
ADVISORY COUNCIL ON PHYSICAL FITNESS PROGRAM)
This Agreement ( "Agreement ") is made and entered into by and between the City of Corpus
Christi, a Texas home -rule municipal corporation ( "City "), acting through its duly authorized City
Manager or his designee ( "City Manager "), and Life Rolls On Foundation, a subsidiary of the
Christopher and Dana Reeve Foundation, ( "Subrecipient "), a California non- profit corporation,
qualified as a 501(c)(3) organization under 26 U.S.C. Section 501(c)(3).
Now, therefore, City and Subrecipient agree as follows:
I. Purpose. Funds provided under this Agreement shall be used solely by Subrecipient for
purposes defined in attached Exhibit A.
Il. Term. The term of this agreement commences on the date of last signature and terminates
on the 31 day of July, 2014.
III. City's Duties.
A. City agrees to pay Subrecipient One thousand Five hundred dollars ($1,500.00) out of
funds received from the Texas Department of State Health Services for Phase 11 of the
Governor's Advisory Council on Physical Fitness Program for use in accordance with
Section I above. In no event will City be liable for an amount in excess of this payment
amount. Payment shall be issued within thirty (30) days of Mayor's Fitness Council
Coordinator receipt of invoice from Subrecipient.
B. City shall monitor Subrecipient activities under this .Agreement to comply with City's
obligations under its Contract with the Texas Department of State Health Services.
C. This Agreement shall be administered by the Mayor's Fitness Council Coordinator
( "MFC Coordinator ").
IV. Subrecipient's Duties.
A. In consideration for receipt of these grant funds, Subrecipient agrees to use these funds
solely for purposes identified in Exhibit A.
B. In addition, Subreciplent must provide its services under this Agreement in compliance
with the following documents, which are incorporated herein by reference as if fully
attached hereto:
1) City's Application for 2010 Mayor's Fitness Council Sub -Grant
2) Subrecipient Response, and
3) Contract with City and Texas Department of State Health Services, Contract number
2011- 036280, which includes FY 2011 Department of State Health Services Contract
General Provisions,
2011 -365
08/30/11
Life Rolls on Foundation
INDEXED
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C. Subrecipient shall submit an annual statement of revenues and expenditures, including
the estimated audience /participants, for any use of the funds, to the MFC Coordinator.
D. Subrecipient shall at all times during term of this Agreement, and for three years
afterward, keep true, accurate, complete and auditable records. Reports to the MFC
Coordinator must be in a form satisfactory to the MFC Coordinator and must include
documentation of how all money provided under this agreement was spent.
E. Subrecipient understands that the MFC Coordinator must authorize any changes or
revisions to the use of funds provided under this Agreement in writing. Changes or
revisions include, but are not limited to, venue, dates, concept, and content.
V. Eligible Activities. Use of funds by Subrecipient is further limited to those activities that,
without exception comply with the contract between the City and Texas Department of State
Health Services.
VI. Liability for Repayment
A. Alf payments under this Agreement are subject to audit by the City and the Texas
Department of State Health ( "DSHS "). Subrecipient shall assume liability for repayment
of funds disbursed where such disbursement is subsequently determined by City or
State to be improper or unauthorized. Subrecipient shall repay disallowed costs within
thirty (30) days of receipt of invoice. This section shall survive termination of this
Agreement.
VII. Completion Report.
A. Subrecipient must submit to the MFC Coordinator a completion report ( "Report"), no
later than thirty (30) days following the termination of this Agreement, or upon
Subrecipient's expenditure of the funds provided under this Agreement, whichever
occurs first.
B. The MFC Coordinator, or designee, shall review this Report to verify whether the funding
provided to Subrecipient was spent in accordance with the requirements in this
Agreement. The Report must include the criteria as determined by the MFC Coordinator,
VIII. Records Retention. Subrecipient must at all times during the term of this Agreement, and
for five years following the expiration of the Agreement, keep true, accurate, complete, and
auditable records of the programs and funds provided by this Agreement. Subrecipient agrees
to:
(A) make periodic reports to the City of its expenditures from the funds provided under
this Agreement; and
(B) make records of these expenditures available for review to the City.
(C) grant to City, DSHS, State Auditor's Office, Office of Inspector General, and the
Comptroller General of the United States, and any of their representatives, the right of
access to inspect the work and the premises on which any work is performed, and the
right to audit the Subrecipient.
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IX. Disbursement of Funds. Subrecipient understands and agrees that payment by the City
of funds under this Agreement is contingent upon Subrecipient's full compliance with the
requirements of this Agreement. Should City or State determine within five years from effective
date of this Agreement that Subrecipient has failed to comply with the requirements contained in
this Agreement, the Agreement is subject to termination in accordance with Section XVII, listed
below, and all funds must be repaid to the City within thirty (30) days of invoice. This section
shall survive termination of this Agreement.
X. Unexpended funds. Upon termination of this Agreement, Subrecipient must promptly
refund to City any unexpended funds.
XI. Advertising. Subrecipient must recognize the City of Corpus Christi as a contributor on all
advertisements and publications regarding Subrecipient's programs identified in Exhibit A.
Subrecipient must provide MFC Coordinator with a copy of all Subrecipient - sponsored
advertising and promotion materials regarding its programs listed on Exhibit A. Subrecipient
shall recognize the City of Corpus Christi and the Mayor's Fitness Council as contributor on all
advertisements and publications regarding the use of the funds, by use of the City's Mayor's
Fitness Council logo. If no printed material is produced, sponsorship must be announced or
displayed in a fashion that effectively reaches the participants and audience.
XII. Modifications and Waivers. No provision of this Agreement may be altered, changed,
modified, or waived except by prior written agreement of the parties.
XIII. Relationship between Parties. Subrecipient is an independent contractor under this
Agreement. Nothing in this Agreement shall constitute a partnership, joint venture, or principal -
agent relationship between the parties.
XIV. Compliance with Laws. Subrecipient shall observe and obey all applicable laws,
ordinances, regulations and rules of the Federal, State, Country and City governments. This
Agreement is subject to applicable provisions of the City Charter and the City Code of
Ordinances.
XV. Non- discrimination. Subrecipient shall not discriminate, or permit discrimination against
any person or group of persons, as to employment or in the provision of services, activities, and
programs. Discrimination as it pertains to this section includes discrimination on the basis of
race, religion, national origin, sex, disability, or age, or in any other manner that is prohibited by
the laws of the United States or the State of Texas. City the right to take action deemed
necessary by City to enforce this non - discrimination covenant. Violation of this provision will
result in the immediate termination of this Agreement and require immediate repayment of any
disbursed funds.
XVI. Indemnity. Subrecipient hereby fully agrees to indemnify and hold harmless the
City of Corpus Christi, its officers, employees, representatives, licensees, and invitees
("indemnitees ") against any and all liability, damage, loss, claims, demands, and actions
of any nature due to personal injuries including, but not limited to, workers'
compensation and death claims, or any property loss or damage of any kind, that arises
out of or is in any manner connected with, caused by, either proximately or remotely,
wholly or in part, or claimed to have arisen out of, been connected with, or have been
caused by, any act or omission, negligence, or misconduct on the part of Indemnitees or
Subreciplent, or Subrecipient's agents, servants, employees, guests, Subrecipient's,
patrons, licensees, or invitees participating in or observing Subrecipient's Activities.
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Subrecipient further agrees to indemnify and hold harmless lndemnitees in any situation
in which injury or damage results from a violation by the lndemnitees or Subrecipient, or
Subrecipient's agents, servants, employees, guests, Subrecipients, patrons, licensees,
or invitees, of any law, statute, ordinance, or government order of any kind. Further,
Subrecipient will indemnify and hold harmless lndemnitees where injury or damage
results or arises out of the exercise or rights or performance of obligations created by
this Agreement.
These terms of indemnification are effective regardless of whether said injuries or
damages result from the sole negligence, contributory negligence, or concurrent
negligence of lndemnitees. Subrecipient must, at its own expense, investigate all claims
and demands, attend to their final resolution either by settlement or otherwise, defend all
actions with. counsel satisfactory to lndemnitees, and pay all costs and expenses related
to such actions on account of liability, damage, loss, claims, demands, or actions,
including attorney fees.
XVII. Termination.
(A) The City may terminate this Agreement for any of the following reasons:
(1) The City may immediately terminate the Agreement due to any violation by
Subrecipient of section XIV or XV of this agreement.
(2) The City may terminate this Agreement due to
pay for activities other than those identified on
discretion to make the determination that funds
than those qualifying as eligible activities.
Agreement upon seven (7) days written notice
reimburse the City all funds awarded.
Subrecipient's use of funds to
Exhibit A. City has the sole
mere used for activities other
he City. may terminate the
and require Subrecipient to
(B) Subrecipient may terminate this Agreement without cause upon thirty (30) days
written notice to City. If Subrecipient chooses to terminate the Agreement, Subrecipient
must repay all funds awarded, whether those funds were expended on eligible activities
or not.
XVIII. Severability. If any term or provision of this Agreement or its application to a person or
circumstance is determined to be illegal, unenforceable or invalid, the remainder of this
Agreement will not be affected by that illegality, unenforceability, or invalidity. To the extent
possible, similar legal, valid, and enforceable terms will automatically be substituted for those
that are found to be illegal, invalid, and unenforceable.
XIX. Force Majeure. With respect to any duties, obligations, or covenants to be performed, or
consideration to be provided to either party during the term of this Agreement, the party so
obligated shall, in no event, be liable for failure to perform when prevented from doing so by any
cause beyond the reasonable control of that party including, without limitation: strike, lockout,
breakdown, accident, order or regulation of any governmental authority, failure of supply,
inability, by the exercise of reasonable diligence, to obtain supplies, parts or employees
necessary to perform services, or because of war, natural disaster, or other emergency. The
time when that duty, obligation, or covenant must be performed or consideration must be
provided will be extended for a period of time equivalent to the delay due to the cause beyond
the control of the party obligated.
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XX. Notices. All notices, demands, requests, or replies ( "communications ") provided for or.
permitted under this Agreement by either party .must be in writing and must be delivered by one
of the following methods: (1) personal delivery; (2) deposit with the United States Postal Service
via certified or registered mail, return receipt requested, postage prepaid; (3)deposit with an
overnight express delivery service, for which service has been prepaid; or (4) fax transmittal.
Notice deposited with the United States Postal Service in the manner described above will be
deemed effective two (2) business days after deposit with the United States Postal Service.
Notice by overnight express delivery service in the manner described above will be deemed
effective one (1) business day after transmission to the telegraph company or overnight express
carrier. Notice by fax will be deemed received upon transmission with proof of delivery to the
receiving party. All communications must be made to:
If to City:
City of Corpus Christi
Attn: Mayor's Fitness Council Coordinator
P. O. Box 9277
Corpus Christi, TX 78469 -9277
(361) 880 -3461
If to Subrecipient:
Life Rolls On, a subsidiary of the Christopher and Dana Reeve Foundation
Attn: Program Manager
400 Corporate Pointe, Suite 525
Culver City, California 90230
Either party may change the address to which
above. Subrecipient must notify City of an
Subrecipient's address has changed.
notice is sent by providing notice as described
address change within thirty (30) days after
XXI. Waivers. No waiver of any covenant or condition or breach of any covenant or condition
of this Agreement by either party at any time, express or implied, will be taken to constitute a
waiver of any subsequent breach of the covenant or condition.
XXII. Entirety. This Agreement constitutes the entire and sole agreement between the parties
regarding the subject matter described in this Agreement. No other written documents or oral
representations will have any force or effect on the subject matter of this Agreement.
XXIII. Captions. The captions contained in this Agreement are not a part of this Agreement
and do not in any way affect or alter the terms of this Agreement.
XXIV. Assignment. This Agreement may not be, in whole or in part, assigned or transferred
directly or indirectly without prior written consent of City.
XXV. Conflict of Interest. Subrecipient represents that it does not have, nor shall
Subrecipient knowingly acquire or retain, any financial or other interest that would conflict in
any manner with the performance of their obligations of this Agreement. Potential conflicts of
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interest include, but are not limited to, an existing or potential business or personal relationship
between Subrecipient, its principal, or any affiliate and the State Department of Health Services
( "DSHS "), or Health and Human Services Commission, ( "HHSC "), their commissioners or
employees, or any other entity or person involved in anyway in any project that is the subject of
this agreement. Subrecipient shall establish safeguards to prohibit employees from using their
positions for a purpose that constitutes or presents the appearance of personal or organizational
conflict or interest or personal gain. If, at any time during the term of this Agreement,
Subrecipient has a conflict of interest or potential conflict of interest, Subrecipient shall disclose
the actual or potential conflict of interest to the City employee assigned to administer the funds,
within ten (10) days of when Subrecipient becomes aware of the existence of the actual or
potential conflict of interest or potential conflict of interest.
XXVI. Transactions between related parties. Subrecipient shall identify and report to the
City employee assigned to administer the funds, any transactions between Subrecipient and a
related party that is part of the work that the City is purchasing under this Agreement before
entering into the transaction or immediately upon discovery. Subrecepient shall submit the
name, address, and telephone number of the related party, how the party is related to
Subrecipient and the work the related party will perform under this Agreement. A related party
is a person or entity related to Subrecipient by blood or marriage, common ownership or any
association that permits either to significantly influence or direct the actions or policies of the
other. Subrecipient, for purposes of reporting transactions under this section, includes the
Subrecipient entity, as well as the chief executive officer, chief financial officer and program
director of Subrecipient. Subrecipient shall comply with Texas Government Code chapter 573.
Subrecipient shall maintain records and supply any additional information requested by the City
or DSHS to enable them to determine the appropriateness of the transaction pursuant to
applicable state or federal law, regulations or circulars.
XXVIL Warranty. The person executing this document for Subrecipient represents and
warrants that he has been duly authorized by Subrecipient to execute this agreement for
Subrecipient and to validly and legally bind Subrecipient to all of its terms herein.
Executed in duplicate, each of which will be considered an original, on the �� day of
t�
1 2011.
CITY OF CORPUS CHRISTI
Ronald L. Olson
City Manager
APPROVED: , 2011
Lisa Aguila
Assistant Ci y Attorney
For City Attorney
Page 7 of 1 0
LIFE ROLLS ON, A SUBSIDIARY OF THE CHRISTOPHER AND DANA REEVE
FOUNDATION
By: Ir, � ���' ( — 0 : 1JA
Name: C�\av
Title: pr4e 1140K(Al
Date:
STATE OF CA
COUNTY OF n 2�
This instrument was acknowledged before me on J40F. 30 - , 2011, by
J15Y4 `l1X M 'W IN& a"Ea CHAD (insert Name) , as the 'MUM Iyy 9ARinsert titled of Life Rolls on
Foundation, a subsidiary of the Christopher and Dana Reeve Foundation, a California non - profit
corporation, and an organization qualified as a 501(c)(3) organization under 25 U.S.C. Section
50 c) 3), on behalf of the organization.
Nita blic U c C� CGL� c �1 on 6 f a8�c i
�e
VIII "T )?. CHOW
Printed Name
Commission Expires MA`4 9j nK
VINCENT .. CHOW
Commission # 1835823
ai Notary Ppbi - California
Los Anpatas County
IM Comm. E a a MIS
CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT
CIVIL CODE § 1189
State of California
County of L%),5 AW iaVE .V-S. _.
On JVPS M1 before me, i N C - 00 4 ttj4 $LIC ,
fiat Here Insert Name and Title of the Officer
personally appeared . t^!NN) `P- WINA !XE_ (',IAV
Names) of Signer(s)
VINCENT 0. CHOW
Commission * 19358 23
Notary Ppblic - California
Los Anpefes County
Com 8 2015
who proved to me on the basis of satisfactory
evidence to be the person o whose name4s i
subscribed to the hin instrument and acknowledged
to that ne 14ay executed the same in
iris er t 4eir authorized capacity(4e4), and that by
e ti tee signature* on the instrument the
persor(e), or the entity upon behalf of which the
person(4acted, executed the instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my h and official seal.
e V Yom/
Signature:
Place Notary Seal Above gnature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: EMEOT BF _t I~ C m DF ORM CHPI 'rI AtJ9
�r RoLLC rile i
Document Date: i Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: )E)4[J'k FIER pvIN S�� C'Ifiat� Signer's Name:
I, Corporate Officer — Title(s): 29W 111 MMLAW ❑ Corporate Officer —
Kndividual
❑ Partner — ❑ Limited ❑ General T of thumb here
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
Title(s):
❑ Individual
❑ Partner — ❑ Limited ❑ General Tap of thumb here
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
v zoiu rvauonai Notary rssociauon • NattonaiNotary.org • 1-6UO -US NOIAHY (1- 800 - 876.6827) Item #5907
Page 8 of 10
Exhibit A
Description of Services
Life Rolls On Foundation, a subsidiary of the Christopher and Dana Reeve Foundation, is a
non - profit organization (federal ID #74- 3032829) dedicated to improving the quality of life for
young people affected by Spinal Cord Injuries, and utilizes action sports as a platform to inspire
possibilities despite paralysis with programs such as They Will Surf Again, They Will Ski Again
and They Will Skate Again. Since 1999, LRO has touched the lives of nearly 100,000 people
each year thorugh adaptive action.sports and SCI awareness campaigns.
On June 11, 2011, Life Rolls On Foundation's award - winning They Will Surf Again (TWSA)
program will come to Horace Caldwell Pier in Port Aransas, TX. This quality of life event
empowers individuals with spinal cord injuries to enjoy the freedom and mobility of catching a
wave'through the assistance of adaptive equipment and teams of dedicated volunteers.
2011 marks the 2 nd year Life Rolls On has visited the Central United States. They Will Surf
Again has helped young people with spinal cord injuries (SCI) and their families build
friendships and celebrate the power of possibility through the surfing experience.. All surf
equipment, including wetsuits, is supplied. Light breakfast and lunch are provided as well as
expert surf instruction and a ration of nearly 7:1 volunteers to participate to ensure the utmost
safe environment.
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Exhibit B
Subrecipient Certification
CERTIFICATION REGARDING FUNDING
The undersigned certifies, that:
1. Subrecipient is not debarred, suspended, or excluded from or ineligible for participation in
federal assistance programs.
2. Subrecipient is not disqualified under 2 CFR Section 376.935 or ineligible for participation in
federal or state assistance programs.
3. Neither Subrecipient, nor its principals, are presently debarred, suspended, proposed for
debarment, declared ineligible, or excluded from participation in this transaction by any federal
or state department or agency.
4. Subrecipient has not knowingly failed to pay a single substantial debt or a number of
outstanding debts to a federal or state agency.
5. Subrecipient is not subject to an outstanding judgment in a suit against Subrecipient for
collection of the balance of a debt.
6. Subrecipient is in good standing with all state and/or federal agencies that have a
contracting or regulatory relationship with Subrecipient.
7. No person who has an ownership interest or controlling interest in Subrecipient or who is an
agent or managing employee of Subrecipient has been convicted of a criminal offense related to
involvement in any program established under Medicare, Medicaid, or a federal block grant.
8. Neither Subrecipient, nor its principals have within the three (3) year period preceding this
agreement, has been convicted of or had a civil judgment rendered against them for
commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or
performing a private or public (federal, state or local) transaction or contract under a private or
public transaction, violation of federal or state antitrust statutes (including those proscribing
price- fixing between competitors, allocation of customers between competitors and bid - rigging),
or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements or false claims, tax evasion, obstruction of justice, receiving stolen
property or any other offense indicating a lack of business integrity or business honesty that
seriously and directly affects the present responsibility of Subrecipient or its principals.
9. Neither Subrecipient, nor its principals is presently indicted or otherwise criminally or civilly
charged by a governmental entity (federal, state, or local) with the commission of any of the
offenses enumerated in subsection g) of this section
10. As required by Tex. Fam. Code § 231.006, a child support obligor who is more than thirty
(30) calendar days delinquent in paying child support and a business entity in which the obligor
is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty -
five percent (25 %) is not eligible to receive payments from state funds under a contract to
provide property, materials, or services or receive a state - funded grant or loan. if applicable,
Subrecipient shall maintain its eligibility to receive payments under this Agreement, certifies that
it is not ineligible to receive the payments specified in this Agreement, and acknowledges that
this Agreement may be terminated and payment may be withheld if this certification is
inaccurate.
11. Subrecipient certifies that it possesses legal authority to contract for the services described
in this Agreement and that a resolution, motion or similar action has been duly adopted or
passed as an official act of Subrecipient's governing body, authorizing the binding of the
organization under this Agreement including all understandings and assurances contained in
Page 10 of 10
this Agreement, and directing and authorizing the person identified as the authorized
representative of Subrecipient to act in connection with this Agreement and to provide such
additional information as may be required.
12. Subrecipient certifies that it has not given, offered to give, nor intends to give at any time
hereafter, any economic opportunity, present or future employment, gift, loan, gratuity, special
discount, trip, favor, service or anything of monetary value to a DSHS or HHSC official or
employee in connection with this Agreement.
13. Pursuant to Tex. Gov. Code § 2155.004 and federal law, Subrecipient is ineligible to receive
this Agreement if this Agreement includes financial participation by a person who received
compensation from DSHS to participate in developing, drafting or preparing the specifications,
requirements, statement(s) of work or Solicitation Document on which this Agreement is based,
Subrecipient certifies that neither Subrecipient, nor its employees, nor anyone acting for
Subrecipient has received compensation from DSHS for participation in the Agreement or in the
Solicitation Document on which this Agreement is based; (b) pursuant to Tex. Gov. Code §§
2155.006 and 2261.053, Subrecipient is ineligible to receive this Agreement, if Subrecipient or
any person who would have financial participation in this Agreement has been convicted of
violating federal law, or been assessed a federal civil or administrative penalty, in connection
with a Agreement awarded by the federal government for relief, recovery or reconstruction
efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September
24, 2005; (c) Subrecipient certifies that the individual or business entity named in this
Agreement is not ineligible to receive the specified Agreement under Tex. Gov. Code
§ §2155.004, 2155.006 or 2261.053, and acknowledges that this Agreement may be terminated
and payment withheld if these certifications are inaccurate.
14. Pursuant to 15 USC § 1, et seq. and Tex. Bus. & Comm. Code § 15.01. et seq. Subrecipient
certifies that neither Subrecipient, nor anyone acting for Subrecipient has violated the antitrust
laws of this state or federal antitrust laws, nor communicated directly or indirectly regarding a
bid with any competitor or any other person engaged in Subrecipient's line of business for the
purpose of substantially lessening competition in such line of business.
15. Subrecipient shall initiate and complete the work under this Agreement within the applicable
time frame prescribed in this Agreement.
16. Neither it, nor its principals within a three (3) year period preceding this Agreement has had
one or more public transaction (federal, state, or local) terminated for cause or default.
If Subrecipient's status with respect to the items certified in this Certification changes during the
term of this Agreement, Subrecipient shall immediately notify the MFC Coordinator assigned to
administer the funds.
Subrecipient:
`i
B: ("'Ofia
Printe Name:
Title: ILL L
Date: l X11