HomeMy WebLinkAboutC2021-210 - 7/20/2021 - Approved AGREEMENT FOR THE
DEFENSE ECONOMIC ADJUSTMENT ASSISTANCE GRANT
BETWEEN THE
OFFICE OF THE GOVERNOR,
TEXAS MILITARY PREPAREDNESS COMMISSION
AND
THE CITY OF CORPUS CHRISTI
STATE OF TEXAS
COUNTY OF TRAVIS
THIS AGREEMENT is between the Office of the Governor, Texas Military Preparedness
Commission, P.O. Box 12428, Austin, Texas 78711 ("OOG" or "Grantor"), and The City of
Corpus Christi ("Grantee"). The OOG and Grantee are referred to collectively as the "parties."
The parties hereto have severally and collectively agreed and by the execution of this Agreement
are bound to the mutual obligations and to the performance and accomplishment of the tasks
described herein.
SECTION 1. PURPOSE. This Grant is awarded pursuant to Chapter 436 of the Texas
Government Code, which authorizes the OOG to administer the Defense Economic Adjustment
Assistance Grant ("DEAAG") program. The DEAAG program provides state funds to defense
communities that have been or may be affected by a base realignment and closure action for the
purposes of purchasing property,sharing the costs of infrastructure or redevelopment projects,and
the purchase or lease of equipment, including equipment for the training of defense workers.
SECTION 2.TERM OF AGREEMENT. The term of this Agreement shall begin on the date of
last signature below ("Effective Date"), and shall terminate on February 4, 2023, or upon the
completion of the grant project as described herein, whichever occurs first, unless terminated
earlier pursuant to Section 16 of this Agreement.
SECTION 3.PROJECT REQUIREMENTS.Consistent with Sections 436.202 and 436.203 of
the Texas Government Code, grant proceeds may be used for the purchase of property, new
construction, rehabilitation or renovation of facilities or infrastructure, or purchase of capital
equipment or facilities insurance,and if applicable,to purchase or lease equipment to train certain
defense workers. Subject to the requirements of applicable law and this Agreement, Grantee may
use grant proceeds as cost reimbursement for certain actual, reasonable, and allowable costs that
are directly allocable to the project described in Exhibit A (Grant Budget), Exhibit B (Grant
Narrative)of this Agreement, and Grantee's DEAAG Grant Application(collectively,the"Grant
Project").
SECTION 4. OBLIGATIONS OF THE 00G.
Page 1 of 30
SCANNED
4.1. The OOG shall reimburse Grantee for the actual,reasonable, and allowable costs incurred
by Grantee during the term of this Agreement,subject to the requirements and limitations set forth
in this Agreement. The 000 shall reimburse Grantee only for costs that are directly allocable to
the Grant Project as determined by the 000,in its sole discretion,in accordance with Chapter 436
of the Texas Government Code, the DEAAG Administrative Rules (Title 1, Part 1, Chapter 4,
Subchapter B, Texas Administrative Code), this Agreement, and the Grant Budget, and in
conformity with the Uniform Grant Management Standards(the"UGMS").
4.2. The OOG shall not be liable to Grantee for any costs incurred by Grantee that are not
strictly in accordance with the terms of this Agreement.
SECTION 5.MAXIMUM AMOUNT OF GRANT.Notwithstanding any other provision of this
Agreement, the total of all grant reimbursement payments and other obligations incurred by the
OOG under the terms of this Agreement shall not exceed NINE HUNDRED AND ONE
THOUSAND, NINE HUNDRED AND FIFTY TWO DOLLARS AND NO CENTS,
($901,952.00).The parties stipulate and agree that any act,action or representation by either party,
their agents or employees that purport to increase the liability of the OOG is voidable by the OOG,
unless this Agreement is amended to increase the liability of the 00G.
SECTION 6.GENERAL REQUIREMENTS APPLICABLE TO THE GRANT.
6.1. Grant funds may be used only for the actual, reasonable, and allowable costs incurred
during the term of this Agreement and that are directly allocable to the Grant Project.Grant funds
may not be used for the payment of taxes, overhead, debt repayment, indirect expenses, or
administrative expenses.
6.2. All grant funds shall be disbursed on a cost reimbursement basis, subject to the terms of
this Agreement. Only costs that have been incurred and paid by Grantee are eligible for
reimbursement. Grant funds are not eligible for use to provide an advance payment to a Grantee
or sub-grantee.
6.3. In no case shall the payments made to a Grantee exceed the actual, reasonable, and
allowable costs that are directly allocable to the Grant Project costs as identified in the Grant
Budget,or the Maximum Amount of Grant as set forth in Section 5 of this Agreement.
6.4. Pre-term costs incurred prior to the Effective Date of the Agreement are allowable only
with the written approval of the OOG and only to the extent that they would have been allowable
if they had been incurred after the date of the term of this Agreement.
6.5. All costs must be allowable in accordance with the purposes authorized by Chapter 436 of
the Texas Government Code, the DEAAG Administrative Rules (Title 1, Part 1, Chapter 4,
Subchapter B, Texas Administrative Code), this Agreement, the Grant Budget, and other
applicable law.
6.6. Grantee agrees to comply with all applicable state and federal laws, rules and regulations,
directives, guidelines, or any other authorities relevant to the performance of Grantee under this
Page 2 of 30
Agreement as they currently exist and as amended throughout the term of this Agreement.Grantee
agrees to comply with applicable laws, executive orders, regulations, and policies, as well as
Chapter 783 of the Texas Government Code and the UGMS or the successor to the UGMS. The
OOG reserves the right, in its sole discretion,to unilaterally amend this Agreement throughout the
term of this Agreement to incorporate any modifications necessary for the OOG's compliance,as
an agency of the State of Texas, with all applicable state and federal laws, regulations,
requirements,and guidelines.
6.7. Grantee agrees to comply with the Uniform State Grant Assurances as set forth in
Exhibit C.
SECTION 7. CONDITIONS PRECEDENT TO REIMBURSEMENT. All of the following
conditions precedent must be met to the satisfaction of the OOG prior to any reimbursement
payments:
7.1. All costs incurred by Grantee for which Grantee seeks reimbursement must be for the
actual, reasonable, and allowable costs that are directly allocable to the Grant Project costs
described in the Grant Budget.
7.2. Before the OOG will make a reimbursement payment,Grantee must submit,and the OOG
must approve, a reimbursement request as set forth in Section 8 of this Agreement.
73. The OOG will not consider requests for the reimbursement of expenditures incurred by_
Grantee after February 4, 2023. The total amount already disbursed plus the amount requested
shall not exceed the Maximum Amount of Grant set forth in Section 5 of this Agreement.
7.4. Grantee must be in compliance with all terms of this Agreement.
7.5. Grantee must have supplied to the OOG all reports,documentation,or other items that the
OOG requires or has requested.
SECTION 8. STRUCTURE FOR REIMBURSEMENT PAYMENTS.
8.1. Requests for Reimbursement. Grantee's reimbursement requests shall be submitted to
the 000 in the form and manner approved by the 000, and shall specify the detailed and total
expenses for the reimbursement request ("Request for Reimbursement"). All Requests for
Reimbursement must be timely submitted to the OOG in accordance with the schedule and
requirements set forth in Section 8.5 of this Agreement.
Grantee's Requests for Reimbursement and required documentation shall be submitted directly to:
tmpcC gov.texas.gov
Page 3 of 30
Or by mail to:
Office of the Governor
Texas Military Preparedness Commission
P.O. Box 12428
Austin,TX 78711
8.2. Required Documentation. Each Request for Reimbursement Grantee submits to the OOG
must include:
(1) the identification of the specific OOG Agreement;
(2) the Grantee's federal tax identification number;
(3) the name and division of the OOG contact;
(4) a description of the services, costs, and/or expenses, and the dollar amount
attributable to each;
(5) the name of the entity or person providing the service and the cost(s) charged by
such entity or person;
(6) an itemization of charges with sufficient detail to permit the OOG to determine if
the costs are allowable; and
(7) documentation of proof of payment,as specified in Section 8.3.
Each item of expenditure shall be specifically attributed to the eligible Grant Project cost category
as identified in the Grant Budget. By submission of a Request for Reimbursement, Grantee is
warranting that (1) all invoices have been carefully reviewed to ensure that all invoiced services
or goods have been performed or delivered; (2) the services or goods have been performed or
delivered in compliance with all terms of this Agreement; (3) the amount of each new invoice
added together with all previous invoices does not exceed the Maximum Amount of Grant as stated
in Section 5 of this Agreement; and (4) the charges and expenses shown on the invoice are
reasonable,necessary, and supported by included documentation.
83. Documentation of Proof of Payment. Requests for Reimbursement must include
documentation of proof of payment as evidence of actual expenditures. Acceptable proof of
payment includes, but is not necessarily limited to, a receipt or other documentation of a paid
invoice showing zero balance due, a monthly bank statement evidencing payment of the specific
expenditure, copies of endorsed/processed check, or a printed copy of an electronic payment
confirmation evidencing payment of the specific expenditure(s) to which the reimbursement
relates.
8.4. Right to Request Additional Documentation. Upon the request of the OOG, Grantee
must submit to the OOG any additional documentation or explanation the OOG may require to
support or document any requested payment under the Agreement.
8.5. Timing of Submission of Request for Reimbursement to the OOG;Close-Out Request
for Reimbursement. Grantee must submit Requests for Reimbursement and all supporting
documentation to the OOG in an accurate and timely manner. Unless the OOG provides written
authorization providing additional time as set forth below,Grantee must submit quarterly Requests
Page 4 of 30
for Reimbursement to the OOG that cover the previous quarter's expenses on or before the
twentieth(20th)day after the end of each quarter. Quarterly Requests for Reimbursement are due:
(1) First quarter—December 20;
(2) Second Quarter—March 20;
(3) Third Quarter—June 20; and
(4) Fourth Quarter—September 20.
The 000 may, in its sole discretion, provide written authorization to Grantee that provides
Grantee additional time to submit a specified quarterly Request for Reimbursement upon a finding
by the OOG that extraordinary circumstances support the additional time. The amount of
additional time provided to Grantee shall be specified in the 000's written authorization.
Grantee must submit a final Request for Reimbursement on or before the forty-fifth(45th)calendar
day after termination of this Agreement.
The OOG will make all reasonable efforts to promptly process and make payments on
properly-completed Requests for Reimbursement.
8.6. Final Deadline for Reimbursement Requests.All Requests for Reimbursement must be
received by the OOG no later than forty-five (45) calendar days after termination of this
Agreement. An Agreement amendment must be executed by the OOG and Grantee in order to
extend this deadline. Any extension of the deadline is within the sole discretion of the 000 and
subject to the availability of appropriated funds.
SECTION 9. BUDGET ADJUSTMENT. Prior written approval from the OOG is required if
Grantee anticipates altering the scope of the Grant Project,adding funds to previously un-awarded
budget items or categories,changing funds in any awarded budget items or category by more than
10%of the annual budget,or adding new line items to any awarded budget category.
SECTION 10. PURCHASE OF EQUIPMENT; MAINTENANCE AND REPAIR; TITLE
UPON TERMINATION. Grantee shall not give any security interest or lien or otherwise
encumber any item of equipment purchased with grant funds.Grantee shall identify all equipment
purchased under this Agreement by appropriate tags or labels affixed to the equipment. Grantee
shall maintain a current inventory of all equipment, which shall be available to the 000 at all
times upon request. The equipment inventory must include the following: a description of the
equipment;a serial number or other identification number;the acquisition date,cost,location,use,
and condition of the equipment;and any ultimate disposition data.Title for equipment shall remain
with Grantee,and Grantee shall maintain,repair, and protect all equipment purchased in whole or
in part with grant funds so as to ensure the full availability and usefulness of such equipment. In
the event Grantee is indemnified, reimbursed, or otherwise compensated for any loss of,
destruction of,or damage to the equipment purchased under this Agreement,Grantee shall use the
proceeds to repair or replace said equipment. Upon termination of this Agreement, title, use, and
disposal of equipment shall be in conformity with the UGMS.
Page 5 of 30
SECTION 11. REPORTING REQUIREMENTS.
11.1. Until Grantee has submitted a Project Completion Report to the OOG,Grantee shall submit
a Quarterly Project Status Report to the 00G,using the form attached hereto as Exhibit D,no later
than twenty (20)calendar days after the end of each quarter. Quarterly reports are due:
(1) First quarter—December 20;
(2) Second Quarter—March 20;
(3) Third Quarter—June 20;and
(4) Fourth Quarter—September 20.
The 000 may,at its sole discretion and upon a finding by OOG that extraordinary circumstances
support the additional time, provide written authorization to Grantee that provides Grantee a
specified amount of additional time to submit a specified Quarterly Project Status report.
11.2. After Grantee has completed the Grant Project as set forth in this Agreement,but in no case
more than one hundred twenty (120) calendar days after termination of this Agreement, Grantee
shall submit to the OOG a Project Completion Report,using the form attached hereto as Exhibit E,
describing all activities performed under this Agreement. Grantee shall provide to the OOG a
Certification of Delivery,certifying that Grantee has received delivery of all equipment purchased
pursuant to this Agreement.
11.3. No later than sixty (60) calendar days after the date on which Grantee submits Grantee's
Project Completion Report to the 00G, Grantee shall provide to the OOG a DEAAG Project
Impact Report,using the form attached hereto as Exhibit F.A DEAAG Project Impact Report must
contain information concerning jobs generated and retained, and individuals trained as a result of
the Grant Project. For purposes of this Agreement,job creation, retention, and training rates may
be evidenced by satisfactory documentation,such as copies of payroll documents,human resource
documents,or training enrollment records.
11.4. Grantee shall provide to the OOG additional information regarding the status of the Grant
Project at any time upon request from the 00G.
11.5. Grantee shall cooperate with OOG and provide all requested assistance to the OOG in
connection with the preparation of any reports required to be made by the OOG to the Texas
Legislature or any relevant governmental entity regarding Grantee, the Grant, the Grant Project,
or the Grant Application.
11.6. All reports provided to the OOG must be signed by the duly authorized representative of
Grantee.
11.7. If after a written request by the OOG,Grantee fails to provide required reports,information,
documentation, or other information as required by this Agreement, then the OOG may require
corrective action or consider this act a possible default under this Agreement.
Page 6 of 30
SECTION 12.CORRECTIVE ACTION.
12.1. Corrective Action. If the OOG finds deficiencies in Grantee's performance under this
Agreement, the OOG, in its sole discretion, may impose one or more of the following corrective
actions: increase monitoring visits;require the submission of additional or more detailed financial
or programmatic reports; require prior approval for expenditures; require additional technical or
management assistance or make modifications in business practices; reduce the grant award
amount;or terminate this Agreement.The foregoing are not exclusive remedies,and the OOG may
impose other requirements that the OOG determines will be in the best interest of the State of
Texas.
12.2. Financial Hold. Failure to comply with submission deadlines for required reports,
invoices, or other requested information without prior written authorization from the OOG may
result in the OOG, in its sole discretion, placing Grantee on immediate financial hold without
further notice to Grantee and without first requiring a corrective action plan. The OOG shall only
provide written authorization for delay upon finding that extraordinary circumstances exist that
support the delay. No reimbursements will be processed until the requested information is
submitted. If Grantee is placed on financial hold, the 00G, in its sole discretion, may deny
reimbursement requests associated with expenses incurred during the time Grantee was placed on
financial hold.
12.3. Sanctions.In addition to a financial hold,the OOG,in its sole discretion,may impose other
sanctions including, but not limited to, withholding or suspending funding, requiring return or
offset of previous reimbursements, requiring repayment, disallowing claims for reimbursement,
reducing funding,terminating this Agreement,or any other appropriate sanction.
12.4. Notice of Possible Default. The parties agree to make a good faith effort to identify,
communicate, and resolve problems found by either the OOG or Grantee. The 00G, in its sole
discretion, will determine whether Grantee has acted or failed to act in such a manner that gives
rise to an act of possible default under this Agreement.If the OOG determines Grantee has possibly
defaulted on this Agreement, the OOG shall, within ten (10) business days after making that
determination, give written notice of possible default to Grantee that also sets out the
circumstances that support the OOG's determination.
12.5. Opportunity to Cure. Unless the OOG provides written authorization providing
additional time as set forth below, Grantee must cure the possible default and provide the OOG
with sufficient information that supports a finding of cure by the OOG within thirty(30)calendar
days after the 000 gives Grantee notice under Section 12.4 of this Agreement. The OOG may, in
its sole discretion and upon a finding by OOG that extraordinary circumstances support the
additional time,provide written authorization to Grantee that provides Grantee a specified amount
of additional time cure the possible default and provide required information to the 00G.
12.6. Cure. If the 000 determines, in its sole discretion, that Grantee has cured the possible
default event, the OOG shall give written notice to Grantee within ten (10) business days after
making that determination. The OOG shall be guided by good faith and reasonableness in
determining whether Grantee has cured the possible default.
Page 7 of 30
12.7. Default. If the OOG determines Grantee has not cured the possible default, Grantee shall
be in default hereunder, and the OOG shall give written notice to Grantee informing Grantee of
such default within ten (10) business days after the OOG reaches its determination. Any default
may result in termination of this Agreement in accordance with Section 16 of this Agreement.
12.8. No Waiver. Notwithstanding the imposition of corrective actions, financial hold, or
sanctions, Grantee remains responsible for complying with the Agreement terms and conditions.
Corrective actions,financial hold,or sanctions do not excuse or operate as a waiver of prior failure
to comply with this Agreement.
SECTION 13.NOTICES. Any notice required or permitted to be given under this Agreement by
either party shall be in writing and shall be deemed to have been given immediately if sent to the
e-mail address specified in this section. Any notice required or permitted to be given under this
Agreement may be given by regular first class mail and shall be deemed to have been given on the
date of attempted or actual delivery to the recipient if addressed to the receiving party at the address
specified in this section:
To Grantor: To Grantee:
Office of the Governor Mr. Peter Zanoni
Texas Military Preparedness Commission City of Corpus Christi
P.O.Box 12428 P.O. Box 9277
Austin,TX 78711 Corpus Christi,TX 78469-9277
tmpc@gov.texas.gov peterz@cctexas.com
SECTION 14. GRANTEE CERTIFICATIONS. By agreeing to and signing this Agreement,
Grantee represents that Grantee has obtained all necessary authority to enter into this Agreement
and hereby makes the following certifications,representations, and warranties:
14.1. Delinquent Child Support Obligations. Under Section 231.006(d) of the Texas Family
Code,regarding child support,Grantee certifies that the individual or business entity named in this
Agreement is not ineligible to receive the specified payment and acknowledges that this
Agreement may be terminated and payment may be withheld if this certification is inaccurate.
14.2. Prohibited Bids and Agreements. Under Section 2155.004 of the Texas Government
Code, Grantee certifies that the individual or business entity named in this Agreement is not
ineligible to receive the specified agreement and acknowledges that this Agreement may be
terminated and payment withheld if this certification is inaccurate.
14.3. Gift to Public Servant. Grantee warrants that Grantee has not given, nor does Grantee
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 the award
of this Agreement.
14.4. Former Executive Head and Employees of the Agency. Grantee certifies that this
Agreement is compliant, and will remain in compliance during the Agreement term, with the
Page 8 of 30
following sections of the Texas Government Code: Section 669.003 (Contracting with Executive
Head of State Agency); Section 572.069(Prohibiting employment of state officers and employees
who participated in the procurement of services);and Section 2252.901 (Contracts with Former or
Retired Agency Employees).
14.5. Conflicts of Interest. Grantee certifies that neither Grantee nor the personnel or entities
employed in rendering services under this Agreement have,nor shall they knowingly acquire,any
interest that would be adverse to or conflict in any manner with the performance of Grantee's
obligations under this Agreement. Grantee has a continual and ongoing obligation to immediately
notify the OOG in writing,upon discovery of any actual or potential conflict.
14.6. Corporate Franchise Tax.Grantee certifies that,if applicable,Grantee's Texas franchise
tax payments are current,or that Grantee is exempt from,or not subject to, such tax.
14.7. No Claims. Grantee certifies that Grantee does not have any potential or existing claims
against or unresolved audit exceptions with the State of Texas or any agency of the State of Texas.
14.8. Debt to State.Grantee acknowledges and agrees that,to the extent Grantee owes any debt
or delinquent taxes to the State of Texas, any payments Grantee is owed under this Agreement
may be applied by the Comptroller of Public Accounts toward any debt or delinquent taxes Grantee
owes the State of Texas until the debt or delinquent taxes are paid in full.
14.9. Compliance with Licensing, Permitting,and Regulatory Bodies. Grantee certifies that
Grantee has or will obtain all licenses, certifications, permits, and authorizations necessary to
perform Grantee's obligations under this Agreement, without costs to the 00G. Grantee shall
comply with any applicable federal, state, county, local and municipal laws, ordinances,
resolutions, codes, decisions, orders, rules, and regulations, in connection with Grantee's
obligations under this Agreement. Grantee shall comply with all applicable federal health and
safety standards, including but not limited to,OSHA, and all Texas health and safety standards.
Grantee certifies that Grantee is currently is in good standing with all licensing, permitting, or
regulatory bodies that regulate any or all aspects of Grantee's business or operations. Grantee
agrees to comply and remain compliant with all applicable licenses, legal certifications,
inspections,and any other applicable local ordinance or state or federal laws.
14.10. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary
Exclusion. Grantee certifies that Grantee and Grantee's principals are not listed on the federal
government's terrorism watch list as described in Executive Order 13224 and will remain
compliant with this certification during the term of this Agreement. Grantee certifies that Grantee
and Grantee's 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.
14.11. Deceptive Trade Practices/Unfair Business Practices. Grantee represents and warrants
that Grantee has not been the subject of allegations of Deceptive Trade Practices violations under
Page 9 of 30
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 the Respondent has not been found to
be liable for such practices in such proceedings.Grantee certifies that Grantee 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.
14.12. False Statements. By signature to this Agreement, Grantee makes all the representations,
warranties,guarantees,certifications and affirmations included in this Agreement.If Grantee signs
this Agreement with a false statement or it is subsequently determined that Grantee has violated
any of the representations, warranties, guarantees, certifications or affirmations included in this
Agreement,Grantee shall be in default under this Agreement and the OOG may terminate or void
this Agreement for cause and pursue other remedies available to the OOG under this Agreement
and applicable law.
14.13. Felony Criminal Convictions. Grantee represents and warrants that Grantee and
Grantee's employees who will perform services under this Agreement have not been convicted of
a felony criminal offense,or that, if such a conviction has occurred, Grantee has fully advised the
OOG as to the facts and circumstances related to the conviction.
14.14. Immigration. Grantee represents and warrants that Grantee shall comply with all
applicable U.S. immigration laws with respect to the employment of any individual who will
perform labor or services in the U.S.under this Agreement.
14.15. U.S. Department of Homeland Security's E-Verify System. Grantee certifies and
ensures that Grantee utilizes and will continue to utilize, for the term of this Agreement,the U.S.
Department of Homeland Security's E-Verify system as required by Chapter 673 of the Texas
Government Code,to determine the eligibility of:
a. all persons employed to perform duties within Texas, during the term of the Agreement;
and
b. all persons, including subcontractors, employed or assigned by Grantee to perform work
pursuant to the Agreement, within the United States of America.
If this certification is falsely made, the Agreement may be terminated.
14.16. Certification Concerning Prior Disaster Relief Contract Violation. The OOG is
prohibited from awarding a grant to any with any person who, in the past five years, has been
convicted of violating a federal law or assessed a penalty in connection with a contract involving
relief for Hurricane Rita, Hurricane Katrina, or any other disaster, as defined by Section 418.004
of the Texas Government Code,occurring after September 24,2005.Under Sections 2155.006 and
2261.053 of the Texas Government Code, Grantee certifies that Grantee is not ineligible from
entering into this Agreement and will remain compliant with this certification during the term of
this Agreement. Grantee acknowledges that this Agreement may be terminated and payment
withheld or return of grant funds required if this certification is inaccurate or false.
Page 10 of 30
14.17. Technology Access Clause. If applicable, Grantee will comply with the State of Texas
Accessibility requirements for Electronic and Information Resources specified in 1 TAC Chapter
q
213 when such products are available in the commercial marketplace or when such products are
developed in response to a procurement solicitation.Likewise,if applicable,Grantee shall provide
the Department of Information Resources with the URL to Grantee's Voluntary Product
Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibility
requirements (based on the federal standards established under Section 508 of the Rehabilitation
Act), or indicate that the product/service accessibility information is available from the General
Services Administration "Buy Accessible Wizard" (http://www.buyaccessible.gov). A company
not listed with the"Buy Accessible Wizard"or supplying a URL to their VPAT must provide DIR
with a report that addresses the same accessibility criteria in substantively the same format.
Additional information regarding the"Buy Accessible Wizard" or obtaining a copy of the VPAT
is located at http://www.section508.gov/.
14.18. Buy Texas. With respect to all services, if any, purchased pursuant to this Agreement,
Grantee represents and warrants that Grantee will buy Texas products and materials for use in
providing the services authorized herein when such products and materials are available at a
comparable price and within a comparable period of time when compared to non-Texas products
and materials.
14.19. Liability for Taxes. Grantee represents and warrants that Grantee shall pay all taxes or
similar amounts resulting from this Agreement, including,but not limited to,any federal,state,or
local income,sales or excise taxes of Grantee or Grantee's employees.The OOG shall not be liable
for any taxes resulting from this Agreement.
14.20. Israel. If Grantee is required to make a certification pursuant to Section 2271.002 of the
Texas Government Code, Grantee certifies that Grantee does not boycott Israel and will not
boycott Israel during the term of the Agreement. If Grantee does not make that certification,
Grantee must notify the OOG and state why the certification is not required. The term "boycott
Israel" as used in the paragraph has the meaning assigned by Section 808.001 of the Texas
Government Code.
14.21. Iran, Sudan, or Foreign Terrorist Organization. Grantee represents that neither
Grantee, nor any wholly owned subsidiary, majority-owned subsidiary, parent company, or
affiliate of Grantee, (i) is an entity listed by the Texas Comptroller of Public Accounts under
Sections 2252.153 or 2270.0201 of the Texas Government Code; (ii) constitutes a "scrutinized
company" as defined by Section 2270.0001(9) of the Texas Government Code; or (iii) has
contracts with, provides supplies or services to, or is otherwise engaged in business with Iran,
Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas
Government Code. The terms "foreign terrorist organization" and "designated foreign terrorist
organization" have the meanings assigned to them in Sections 2252.151 and 2270.0001 of the
Texas Government Code,respectively.
14.22. Cybersecurity Training Program. To the extent Grantee has access to any state
computer system or database and is subject to the provisions of Section 2054.5192 of the Texas
Page 11 of 30
Government Code, the OOG will require Grantee to complete a cybersecurity training program
certified under Section 2054.519 of the Texas Government Code, as selected by the 00G. The
cybersecurity training program must be completed by Grantee during the term of the Agreement
and during any subsequent extension period.Grantee shall verify completion of the program to the
00G in writing upon completion of the program.
14.23. Human Trafficking. Under Section 2155.0061 of the Texas Government Code, Grantee
certifies that Grantee is not ineligible to receive this Agreement and acknowledges that this
Agreement may be terminated and payment withheld if this certification is inaccurate.
SECTION 15. GENERAL TERMS AND CONDITIONS.
15.1. Independent Contractor. Grantee expressly agrees that Grantee is an independent
contractor and under no circumstances shall any owner, incorporator, officer, director, employee,
or volunteer of Grantee or any subcontractor of Grantee be considered an employee,agent,servant,
joint venturer,joint enterpriser,or partner of the OOG,by virtue of this Agreement.Grantee agrees
to take such steps as may be necessary to ensure that each contractor of Grantee will be deemed to
be an independent contractor and will not be considered or permitted to be an agent, servant,joint
venturer,joint enterpriser,or partner of the 00G.
All persons furnished, used, retained, or hired by or on behalf of Grantee or any of Grantee's
subcontractors shall be considered to be solely the employees or agents of Grantee or Grantee's
subcontractors. Grantee or Grantee's subcontractors shall be responsible for ensuring that any and
all appropriate payments are made, such as unemployment, workers' compensation, social
security,any benefit available to a state employee as a state employee, and other payroll taxes for
such persons,including any related assessments or contributions required by law.
The OOG is not responsible for any types of claims whatsoever due to actions or performance,
taken by the owners, incorporators, officers, directors, employees, volunteers of Grantee or any
third parties under this Agreement, including but not limited to, the use of automobiles or other
transportation,taken by its owners,incorporators,officers,directors,employees,volunteers or any
third parties.
15.2. Subcontracting. In the event that Grantee should determine that it is necessary or
expedient to subcontract for any of the performances herein, Grantee understands and agrees that
Grantee will be responsible to the OOG for any subcontractor's performance under this
Agreement.In no event shall this section or any other provision of this Agreement be construed as
relieving Grantee of the responsibility for ensuring that performance under this Agreement, and
any subcontracts thereto, is rendered in compliance with all of the terms of this Agreement. If
Grantee uses a subcontractor for any or all of the work required, the following conditions will
apply:(1)Grantee,in subcontracting for any performances specified herein,expressly understands
and agrees that subcontracting will be solely at Grantee's expense and the OOG shall not be liable
in any manner to Grantee's subcontractor(s);(2)Grantee will be the sole contact for the OOG;and
(3) Pursuant to Chapter 2251 of the Texas Government Code, Grantee will make any payments
owed to subcontractors within ten(10)calendar days of Grantee's receipt of funds from the 00G.
Page 12 of 30
15.3. No Assignment. This Agreement is not assignable by Grantee. Notwithstanding any
attempt to assign the Agreement,Grantee shall remain fully liable on this Agreement and shall not
be released from performing any of the terms, covenants, and conditions herein. Grantee shall be
held responsible for all funds received under this Agreement.
15.4. Records Retention. Records shall be maintained and made available to the OOG or its
authorized representatives upon request during the entire performance period of this Agreement
and until three (3) years from date of final payment by the OOG for the services provided under
this Agreement. In addition, those records relating to any dispute, litigation, or the settlement of
claims arising out of such performance, or costs or items to which an audit exception has been
taken, shall be maintained and made available to the OOG or its designee until completion of such
action and resolution of all issues which arise from it,or until the end of the aforementioned three
(3) year period, whichever is later. Failure to provide reasonable access to authorized OOG
representatives shall give the OOG the right to terminate this Agreement pursuant to Section 16 of
this Agreement for reason of default.
15.5. Right to Audit. Grantee will cooperate fully in any review conducted by the 000 or its
authorized representatives related to services provided under this Agreement. The OOG has the
authority to monitor,inspect,assess,and review the fiscal and contractual performance of Grantee
with respect to the Agreement, including all information related to any services provided under
this Agreement or billed to the 00G. Grantee will remedy in a timely manner, any weaknesses,
deficiencies, Agreement noncompliance, or audit exceptions found as a result of a review by the
OOG or its authorized representatives. Such remedy can include a refund or offset of Agreement
payments or any other appropriate actions deemed necessary by the 00G. Acceptance of funds
under this Agreement acts as acceptance of the authority of the State Auditor's Office to audit or
investigate the expenditure of funds under this Agreement or any subcontract. Grantee will ensure
that this clause concerning the authority to audit funds received indirectly by subcontractors
through Grantee and the requirement to cooperate is included in any subcontract Grantee awards.
15.6. State Auditor. In addition to and without limitation on the other audit provisions of this
Agreement, pursuant to Section 2262.154 of the Texas Government Code, the State Auditor's
Office or successor agency may conduct an audit or investigation of Grantee or any other entity or
person receiving funds from the State of Texas directly under this Agreement or indirectly through
a subcontract under this Agreement. The acceptance of funds by Grantee or any other entity or
person directly under this Agreement or indirectly through a subcontract under this Agreement
acts as acceptance of the authority of the State Auditor's Office, 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, Grantee or another entity that is the
subject of an audit or investigation by the State Auditor's Office shall provide the State Auditor's
Office with prompt access to any information the State Auditor's Office considers relevant to the
investigation or audit. Grantee further agrees to cooperate fully with the State Auditor's Office in
the conduct of the audit or investigation, including providing all records requested.
Grantee shall ensure that this paragraph concerning the authority to audit funds received indirectly
by subcontractors through Grantee and the requirement to cooperate is included in any subcontract
Grantee awards. The State Auditor's Office shall at any time have access to and the right to
Page 13 of 30
examine, audit, excerpt, and transcribe any pertinent books, documents, working papers, and
records of Grantee related to this Agreement.This Agreement may be amended unilaterally by the
OOG to comply with any rules and procedures of the State Auditor's Office in the implementation
and enforcement Section 2262.154 of the Texas Government Code.
15.7. Texas Public Information Act.Notwithstanding any provisions of this Agreement to the
contrary,Grantee acknowledges that the State of Texas,the OOG,and this Agreement are subject
to the Texas Public Information Act, Texas Government Code Chapter 552, and (the "PIA").
Grantee acknowledges that the OOG will comply with the PIA.
Grantee acknowledges that information created or exchanged in connection with this Agreement
is subject to the PIA, and Grantee agrees that information not otherwise excepted from disclosure
under the PIA,will be available in a format that is accessible by the public at no additional charge
to the OOG or State of Texas.Grantee will cooperate with the OOG in the production of documents
or information responsive to a request for information.
Information provided by or on behalf of Grantee under, pursuant to, or in connection with this
Agreement that Grantee considers proprietary, financial, or trade secret information (collectively
"Confidential Information") shall be designated as such when it is provided to the OOG or State
of Texas or any other entity in accordance with this Agreement. Merely making a blanket claim
that all documents are protected from disclosure will not render the whole of the information
confidential. Any information not clearly identified as proprietary or confidential is subject to
release in accordance with the PIA.
The OOG agrees to notify Grantee in writing within a reasonable time from receipt of a request
for information covering Grantee's Confidential Information.The OOG will make a determination
whether to submit a Public Information Act request to the Attorney General.
Grantee agrees to maintain the confidentiality of confidential information received from the 000
or State of Texas during the performance of this Agreement, including information that discloses
confidential personal information particularly, but not limited to, personally identifying
information,personal financial information,and social security numbers.
Grantee agrees that if any of Grantee's agents receives any third-party request for the disclosure
of information relating to this Agreement,Grantee shall notify the OOG of any such request
within three(3) business days of receipt of the request.
15.8. Media Releases or Pronouncements.Grantee understands that the OOG does not endorse
any vendor, commodity good, or service. Grantee, Grantee's employees, representatives,
subcontractors, or other agents may not issue any media release, advertisement, publication, or
public pronouncement which pertains to this Agreement or the services or Grant Project to which
this Agreement relates, or which mentions the 00G, without the prior written approval of the
00G.
15.9. Indemnification. TO THE EXTENT ALLOWED BY LAW, GRANTEE SHALL
DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS, THE OOG,
Page 14 of 30
AND/OR THEIR EMPLOYEES, AGENTS, OFFICERS, REPRESENTATIVES,
CONTRACTORS, AND/OR DESIGNEES FROM ANY CLAIMS, ACTIONS, SUITS,
DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING,
WITHOUT LIMITATION, ALL RELATED COSTS, ATTORNEY'S FEES AND
EXPENSES ARISING OUT OF, OR RESULTING FROM ANY ACTS OR OMISSIONS
OF GRANTEE OR ANY OF GRANTEE'S AGENTS, EMPLOYEES,
SUBCONTRACTORS,OR SUPPLIERS IN THE EXECUTION OR PERFORMANCE OF
THIS AGREEMENT. GRANTEE SHALL COORDINATE GRANTEE'S DEFENSE
WITH THE TEXAS ATTORNEY GENERAL AS REQUESTED BY THE 00G. THIS
PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO
REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE
OOG FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT
ACTS OR OMISSIONS OF THE OOG OR ITS EMPLOYEES.
15.10. Intellectual Property.TO THE EXTENT ALLOWED BY LAW,GRANTEE SHALL
DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS, THE OOG,
AND/OR THEIR EMPLOYEES, AGENTS, OFFICERS, REPRESENTATIVES,
CONTRACTORS, AND/OR DESIGNEES FROM AND AGAINST ANY AND ALL
CLAIMS, VIOLATIONS, MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY
PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR OTHER
INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY,
PUBLICITY,OR PRIVACY RIGHTS,AND/OR IN CONNECTION WITH OR ARISING
FROM: (1) THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS
GRANT AGREEMENT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED
SERVICE,OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR(3)THE OOG'S
AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES
OR OTHER ITEMS PROVIDED TO THE OOG BY GRANTEE OR OTHERWISE TO
WHICH THE OOG HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE
UNDER THE GRANT AGREEMENT. GRANTEE AND THE OOG AGREE TO
FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING
ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY GRANTEE
WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL ("OAG")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 OAG. IN ADDITION, GRANTEE WILL REIMBURSE
THE OOG 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 OOG DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS
AND THOSE OF GRANTEE, OR IF THE OOG IS REQUIRED BY APPLICABLE LAW
TO SELECT SEPARATE COUNSEL, THE OOG WILL BE PERMITTED TO SELECT
SEPARATE COUNSEL AND GRANTEE WILL PAY ALL REASONABLE COSTS OF
THE OOG'S COUNSEL.
15.11. Taxes/Workers' Compensation/Unemployment Insurance. GRANTEE IS FULLY
Page 15 of 30
RESPONSIBLE FOR GRANTEE'S OWN FEDERAL, STATE, AND LOCAL TAXES.
GRANTEE AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF
THIS AGREEMENT, GRANTEE SHALL BE ENTIRELY RESPONSIBLE FOR THE
LIABILITY AND PAYMENT OF GRANTEE'S AND GRANTEE'S EMPLOYEES'
TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS
AGREEMENT.GRANTEE AGREES TO COMPLY WITH ALL STATE AND FEDERAL
LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING
WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE OOG
AND/OR THE STATE OF TEXAS SHALL NOT BE LIABLE TO GRANTEE,
GRANTEE'S EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES
OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS'
COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR
EMPLOYEE OF THE 00G.
15.12. Tax Identification Information Required. As a prerequisite to the OOG's ability to
process any payments to Grantee under this Agreement, Grantee shall provide the OOG with
required tax and payee identification information in the form of a completed "Application for
Texas Identification Number" (available on the Comptroller of Public Accounts' website at
http://www.window.state.tx.us/taxinfo/taxforms/ap-I52.pdf).If Grantee has previously completed
the required documentation to obtain a Texas Identification Number (TIN) prior to the Effective
Date of this Agreement, Grantee may satisfy this requirement by providing the OOG with
Grantee's current TIN, name, and address to permit the OOG to verify registration in TINS with
the Texas Comptroller of Public Accounts.
15.13. Insurance. Unless otherwise noted in this Agreement, and to the extent that Grantee does
not have or maintain insurance or does not have or maintain sufficient insurance, Grantee
acknowledges and agrees that Grantee will be solely responsible for any losses or damages related
to or caused by Grantee's performing Grantee's duties and obligations under this Agreement. The
OOG will have no obligation to reimburse or otherwise pay Grantee for any costs incurred related
to any such losses or damages.
15.14. Fraud, Waste and Abuse. Grantee understands that the OOG does not tolerate any type
of fraud, waste, or misuse of funds received from the 00G. The OOG's policy is to promote
consistent, legal, and ethical organizational behavior, by assigning responsibilities and providing
guidelines to enforce controls.Any violations of law,OOG policies,or standards of ethical conduct
will be investigated,and appropriate actions will be taken. In the event Grantee becomes aware of
any allegation or a finding of fraud,waste,or misuse of funds received from the OOG that is made
against Grantee, Grantee is required to immediately notify the OOG of said allegation or finding.
Grantee is also obliged to inform the 000 of the status of any on-going investigations regarding
allegations of fraud, waste, or abuse. Grantee is expected to report any possible fraudulent or
dishonest acts, waste, or abuse to the OOG's Fraud Coordinator or Ethics Advisor at(512) 463-
1788 or in writing to: Ethics Advisor, Office of the Governor, P.O. Box 12428, Austin, Texas
78711.
15.15. Saturdays,Sundays,Holidays. If the last or appointed day for the taking of any action or
the expiration of any right required or granted in this Agreement is a Saturday or a Sunday or a
Page 16 of 30
scheduled State of Texas or national holiday, then such action may be taken or such right may be
exercised on the next succeeding business day that is not a Saturday, Sunday, or holiday. A
schedule of State of Texas holidays is located at: http://www.hr.sao.texas.gov/Holidays/.
15.16. Applicable Law and Venue. This Agreement is made and entered into in the State of
Texas. This Agreement and all disputes arising out of or relating thereto shall be governed by the
laws of the State of Texas, without regard to any otherwise applicable conflict of law rules or
requirements.
Venue for any Grantee-initiated action, suit, or litigation arising out of or in any way relating to
this Agreement shall be commenced exclusively in the Travis County District Court or the United
States District Court for the Western District of Texas, Austin Division. Venue for any OOG-
initiated action, suit, or litigation arising out of or in any way relating to this Agreement may be
commenced in a Texas state district court or a United States District Court selected by the OOG
in its sole discretion.
Grantee hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the courts
referenced above for the purpose of prosecuting and/or defending such litigation. Grantee hereby
waives and agrees not to assert as a defense, or otherwise, in any suit, action or proceeding, any
claim that Grantee is not subject to the jurisdiction of the above-named courts; the suit, action or
litigation is brought in an inconvenient forum;or the venue is otherwise improper.
15.17. No Waiver of Sovereign Immunity.The OOG is immune from suit and from liability.No
part of this Agreement, nor the conduct or statement any person,will be construed as a waiver of
the doctrines of sovereign immunity and official immunity, or of any of the privileges, rights,
defenses, remedies, or immunities available to the OOG or the State of Texas, and their officers,
employees,or agents as provided by law.
SECTION 16.TERMINATION.
16.1. Convenience. The OOG may, at its sole discretion, terminate this Agreement without
recourse, liability, or penalty,against the OOG,upon thirty(30)calendar days' notice to Grantee.
16.2. Cause/Default. In the event that Grantee fails to provide the agreed upon services
according to the provisions of this Agreement, or fails to comply with any of the terms or
conditions of this Agreement, the OOG may, upon written notice of default to Grantee,
immediately terminate all or any part of this Agreement. Termination is not an exclusive remedy,
but will be in addition to any other rights and remedies provided in equity, by law, or under this
Agreement.
16.3. Rights upon Termination or Expiration. In the event that the Agreement is terminated
for any reason, or upon its expiration, the OOG shall be obligated to pay Grantee only for actual,
reasonable, and allowable costs incurred up to the Effective Date of termination. Termination is
not an exclusive remedy, but will be in addition to any other rights and remedies as provided in
equity, by law or under the Agreement. The OOG will not be liable to Grantee or to Grantee's
Page 17 of 30
creditors for any costs incurred subsequent to receipt of a Notice to Terminate or any unacceptable
or disallowed costs as determined by the 000.
16.4. Liability after Termination. Notwithstanding any exercise by the OOG of its right of
early termination pursuant to this section,Grantee shall not be relieved of any liability to 000 for
damages due to the OOG by virtue of any breach of this Agreement by Grantee. The OOG may
withhold payments to Grantee until such time as the exact amount of damages due to the OOG
from Grantee is agreed upon or is otherwise determined.
16.5. Refunds of Overpayment. Grantee shall refund to the OOG any sum of money paid to
Grantee by the OOG, which the OOG determines is an overpayment to Grantee, or in the event
the OOG determines funds spent by Grantee were not an allowable cost of this Grant Project.No
refund payment(s)may be made from local,state,or federal grant funds unless statute or regulation
specifically permits repayment with grant funds.Such refund shall be made by Grantee to the OOG
within thirty (30) calendar days after such refund is requested in writing by the 000, or within
thirty (30) calendar days of a notice from the 000 indicating the request is the result of a final
determination that the refund is owed.
16.6. Failure to Comply with Agreement. In the event Grantee fails to comply with any
provision as specified in this Agreement,Grantee may be liable for damages under this Agreement
and barred from applying for or receiving additional funding under the DEAAG program until
repayment is made and any other compliance or audit findings are resolved or any issue of non-
compliance is cured to the satisfaction of the 00G.
SECTION 17. AVAILABILITY OF FUNDS. This Agreement is subject to the availability and
receipt of funds appropriated by the Texas Legislature that the OOG has allocated to this
Agreement. If funds for this Agreement become unavailable during any budget period, the OOG
may terminate this Agreement, without penalty, or reduce the amount of this Agreement at the
discretion of the 00G. Grantee will have no right of action against the OOG if the OOG cannot
perform its obligations under this Agreement as a result of lack of legislative appropriations in
amounts sufficient to fund any activities or functions contained within the scope of this Agreement.
SECTION 18. MONITORING. The OOG or its designee may perform periodic on-site
monitoring of Grantee's compliance with the terms and conditions of this Agreement and of the
adequacy and timeliness of Grantee's performance. After each monitoring visit, the OOG will
provide Grantee with a written report of the monitor's findings. If the monitoring report notes
deficiencies in Grantee's performances under the terms of this Agreement, the monitoring report
shall include requirements for the timely correction of such deficiencies by Grantee. Failure by
Grantee to take action specified in the monitoring report may be cause for termination of this
Agreement in accordance with Section 16 of this Agreement.
SECTION 19. CONFLICT OF INTEREST.
19.1. No Conflicts of Interest. Grantee shall ensure that no employee, officer, or agent of
Grantee shall participate in the selection, award, or administration of a subcontract supported by
funds provided hereunder if a conflict of interest,real or apparent,would be involved.Such conflict
Page 18 of 30
of interest would arise when: (1) the employee, officer, or agent; (2) any member of his or her
immediate family; (3) his or her partner; or, (4) any organization which employs, or is about to
employ any of the above,has a financial or other interest in the firm or person selected to perform
the subcontract. Grantee shall comply with Chapter 171 of the Texas Local Government Code.
19.2. No Inside Information. No employee, agent, consultant, officer, or elected or appointed
official, of either Grantee or of a subcontractor, who exercises or has exercised any functions or
responsibilities or is in a position to participate in decision-making or gain inside information in
regard to the activities involved in the Grant Project,shall be permitted to have or obtain a financial
interest in or benefit from the Grant Project or any contract,subcontract or agreement with respect
thereto,or the proceeds thereunder,either for themselves or those with whom they have family or
business ties.
SECTION 20. REGULATORY AND LEGAL ACTIONS AND CLAIMS.
20.1. No Pending or Threatened Actions Impairing Performance. Grantee represents and
warrants that Grantee is not aware of and has received no notice of any court or governmental
agency actions,proceedings or investigations,etc.,(collectively"actions"),pending or threatened
against Grantee within the five(5)calendar years immediately preceding the Effective Date of this
Agreement that would or could impair Grantee's performance under this Agreement. In addition,
Grantee shall notify the OOG in writing within five (5) business days of any changes to the
representations or warranties in this clause or of any actions that Grantee may become aware of
and receives notice of on or after the Effective Date of this Agreement.Grantee agrees that failure
to so timely update the OOG of actions shall constitute breach of this Agreement and may result
in immediate termination of this Agreement.
20.2. Notice of Actions Arising Out of Performance of Agreement. Grantee shall give the
OOG immediate notice in writing of any action,including any proceeding before an administrative
agency, filed against Grantee arising out the performance of this Agreement. Except as otherwise
directed by the OOG,Grantee shall immediately furnish to the OOG copies of all pertinent papers
received by Grantee with respect to such action or claim. Grantee shall notify the OOG of any
legal action filed against Grantee or any subcontractor,or of any proceeding filed under the federal
bankruptcy code.Grantee shall submit a copy of such notice to the OOG within thirty(30)calendar
days after receipt. No funds provided under this Agreement may be used in the payment of any
costs incurred as the result of any claims,judgments, fines,or settlements.
20.3. Governmental Units of the State of Texas.The OOG and Grantee acknowledge that they
are governmental units of the State of Texas and are subject to, and shall comply with, the
applicable provisions of the Texas Tort Claims Act, as set out in Chapter 101 of the Texas Civil
Practice and Remedies Code.
20.4. No Liability.Grantee acknowledges that the OOG,the State of Texas,and their employees
and officials shall not be held liable for any claims or causes of action whatsoever which may
occur in the course of performing the services described in this Agreement, or from the award,
cancellation,or withdrawal of this Grant.
Page 19 of 30
SECTION 21. NOTICE OF MATERIAL EVENTS. Grantee shall furnish to the OOG prompt
written notice upon becoming aware or having knowledge of the occurrence of any event or
development that has, or would reasonably be expected to have, a material adverse effect on the
completion of the Grant Project.Grantee shall inform the OOG in writing within ten(10)business
days after Grantee learns of the existence of such material event.
SECTION 22.FORCE MAJEURE.Neither party shall be liable to the other for any delay in,or
failure of performance of, any requirement included in this 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, which by the exercise of all reasonable due diligence,
such party is unable to overcome. Each party must inform the other in writing, with proof of
receipt,within ten(10)business days after the existence of such force majeure,or otherwise waive
this right as a defense.
SECTION 23.DISPUTE RESOLUTION.
23.1. Informal Meetings. The parties' representatives shall meet as needed to implement the
terms of this Agreement and shall make a good faith attempt to informally resolve any disputes.
The Parties agree to make a good faith effort to identify,communicate,and resolve problems found
by either the OOG or Grantee.
23.2. Grantee's Continued Performance. Grantee shall not be excused from performance
during any pending dispute, unless approved in writing by the 00G.
SECTION 24. CHANGES AND AMENDMENTS.
24.1. Alterations,Additions,Deletions.Any alterations, additions, or deletions to the terms of
this Agreement shall be by a written amendment executed by both parties.
24.2. Policy Directives.During the term of this Agreement,the OOG may issue policy directives
to establish, interpret, or clarify requirements under this Agreement. Policy directives from the
OOG shall be binding upon Grantee.
SECTION 25. SEVERABILITY.In case any one or more of the parts or provisions contained in
this Agreement shall for any reason be held to be invalid, illegal,or unenforceable in any respect,
such invalidity, illegality,or unenforceability shall not affect any other parts or provisions thereof
and this Agreement shall be construed as if such invalid, illegal, or unenforceable parts or
provisions had never been contained herein.
SECTION 26. ENTIRE AGREEMENT. This Agreement is intended as a full and complete
expression of and constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and all prior and contemporaneous understandings, agreements, promises,
Page 20 of 30
r I
representations, terms and conditions, both oral and written, are superseded and replaced by this
Agreement.
SECTION 27. CONSTRUCTION. The language in all parts of this Agreement shall be
construed, in all cases, according to its fair meaning. The parties acknowledge that each party and
its counsel have reviewed this Agreement and that any rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation
of this Agreement. Any vague, ambiguous, or conflicting terms shall be interpreted and construed
in such a manner as to accomplish the purpose of the Agreement.
SECTION 28. HEADINGS. The headings of the sections and subsections of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part hereof.
SECTION 29. SURVIVAL OF CERTAIN PROVISIONS. Notwithstanding any expiration,
termination,or cancellation of this Agreement, the rights and obligations pertaining to repayment
of grant funds or damages, limitation of liability, indemnification, public information, reporting
requirements, retention and accessibility of records,audit rights, rights upon termination, and any
other provision implying survivability shall remain in effect after this Agreement ends.
SECTION 30. COUNTERPARTS. 1 his Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but such
counterparts shall together constitute one and the same instrument.
IN TESTIMONY HEREOF, Grantee and the 006 have executed this Defense Economic
Adjustment Assistance Grant Agreement,effective as of the date of the last signature below.
OFFICE OF THE GOVERNOR GRANTEE
Chief of Staff or Designee i Mr. Peter Zanoni,City Manager c r o
c/C? d
Date Date
7 ATTEST:
�' Au itui���� T‹...42g‘ediS1,:ide
ECCA HUERTA
CITY SECRETARY
SECRETARY%mss
Page 21 cat 10
GRANT AGREEMENT BETWEEN
THE OFFICE OF THE GOVERNOR
AND
THE CITY OF CORPUS CHRISTI
EXHIBIT A
GRANT BUDGET
$901,952.00
Budget. Subject to the limitations within this Agreement, the OOG will reimburse Grantee for
actual and allowable allocable costs paid according to the following amounts and budget
categories:
Budget Category
Infrastructure—Purchase of property
Infrastructure-Professional& Consultant Services
Infrastructure—New Construction
Infrastructure -Rehabilitation and Renovation $654,651.00
Infrastructure—Capital Equipment' $247,301.00
Infrastructure—Capital Supplies3
Infrastructure—Facilities Insurance
Training Equipment2
[raining Supplies3
Total S90I,952.00
Per the UGMS,"Equipment"means an article of nonexpendable,tangible personal property having a useful life of
more than one year and a per-unit acquisition cost of$5,000 or more.
2 Id.
3 Per the UGMS,items of equipment with a per unit acquisition cost of less than$5,000 are considered to be
supplies.
Page 22 of 30
GRANT AGREEMENT BETWEEN
THE OFFICE OF THE GOVERNOR
AND
THE CITY OF CORPUS CHRISTI
EXHIBIT B
GRANT NARRATIVE
UNLESS OTHERWISE LIMITED, DEEMED INAPPROPRIATE BY SPECIAL
CONDITIONS OR ALTERED BY APPROVED BUDGET ADJUSTMENTS/BUDGET
MODIFICATIONS,the following narrative provided by Grantee in Grantee's October 30, 2020
grant application applies to this Agreement:
Replace a cumulative total of approximately 45,700 linear feet of severely deteriorated 78-
year-old steel natural gas main lines and services lines with new six-(6"), four-(4"), and two-
(2")inch medium density polyethylene(MDPE)DR11 pipe,as appropriate,as well as
installation of isolation valves,valve boxes,and other fittings, as needed. The new primary
natural gas distribution system will be equipped with locator wire(s). Upon installation,the
project site areas(parking lot,asphalt roadway and steel reinforced sidewalks and compacted
aggregate base and a compacted sub-base)will be restored to at least their original condition.
The NASCC base commander had discussions about the importance of this project with the
Assistant Secretary of the Navy for Installations and Facilities,who agrees this project is a
priority to drive modernization, spur resiliency initiatives and motivate quality customer
service.
The system is in a state of severe deterioration after decades of constant exposure to severe
corrosive and erosive service environments. These system failures and leakages have resulted
in significant operational losses of often critical services that subsequently required emergency
repairs in order to restore and attempt to ensure both safety and continued reliable operation of
the primary natural gas distribution system.These failing service lines are the backbone of
Naval Air Station Corpus Christi's(NASCC)entire natural gas distribution system.The base
and its 40 tenants in approximately 75 buildings is one of the top five customers of the City's
natural gas utility. Currently,the base accounts for approximately three to four percent of the
natural gas consumed(127,827 MBtu annually).Natural gas provides hot water,heat,humidity
control, and is used as a power source for some boiler units. For critical facilities such as the
Navy's Calibration Lab and Air Traffic Control Tower, and other critical areas,maintaining 50
percent or less humidity is required. Natural gas is used for major processes in many Corpus
Christi Army Depot(CCAD)areas such as the Plating Shop.Natural gas also provides hot
water for sanitization in multiple facilities, including the Naval Health Clinic, Family Housing,
and the Commissary. All food services use natural gas for cooking.
Page 23 of 30
EXHIBIT C
UNIFORM STATE GRANT ASSURANCES
Grantee must assure and certify compliance with any and all applicable federal and state statutes, regulations,
policies, guidelines and requirements, including, but not limited to, the Uniform Grant Management Standards
(UGMS);and Title 1,Part 1,Chapter 4 of the Texas Administrative Code,that govern the application,acceptance
and use of federal and state funds for this project. In instances where multiple requirements apply to a Grantee,
the more restrictive requirement applies. By accepting the grant award, Grantee certifies and assures that
Grantee complies and will continue to comply with the following:
Grantee possesses legal authority to apply for the grant. A resolution, motion or similar action has been duly
adopted or passed as an official act of the applicant's governing body,authorizing the filing of the application,
including all understandings and assurances contained therein,and directing and authorizing the person identified
as the official representative,or their designee of the organization to act in connection with the application and to
provide such additional information as may be required.State agencies are not required to adopt a resolution.
2. A grantee must comply with Chapter 573 of the Texas Government Code by ensuring that no officer,employee,
or member of the applicant's governing body or of the applicant's contractor shall vote or confirm the employment
of any person related within the second degree of affmity or the third degree of consanguinity to any member of
the governing body or to any other officer or employee authorized to employ or supervise such person. This
prohibition shall not prohibit the employment of a person who shall have been continuously employed for a period
of two years, or such other period stipulated by local law, prior to the election or appointment of the officer,
employee,or governing body member related to such person in the prohibited degree.
3. A grantee must insure that all information collected,assembled or maintained by the applicant relative to a project
will be available to the public during normal business hours in compliance with Chapter 552 of the Texas
Government Code,unless otherwise expressly prohibited by law.
4. A grantee must comply with Chapter 551 of the Texas Government Code,which requires all regular,special or
called meeting of governmental bodies to be open to the public, except as otherwise provided by law or
specifically permitted in the Texas Constitution.
5. A grantee must comply with Section 231.006 of the Texas Family Code,which prohibits payments to a person
who is in arrears on child support payments.
6. No health and human services agency or public safety or law enforcement agency may contract with or issue a
license,certificate or permit to the owner,operator or administrator of a facility if the license,permit or certificate
has been revoked by another health and human services agency or public safety or law enforcement agency.
7. A grantee that is a law enforcement agency regulated by Chapter 1701 of the Texas Occupations Code must be
in compliance with all rules adopted by the Texas Commission on Law Enforcement ("TCOLE"),unless TCOLE
certifies that Grantee is in the process of achieving compliance with such rules.
8. When incorporated into a grant award or contract, standard assurances contained in the application package
become terms or conditions for receipt of grant funds. Administering state agencies and local grantees shall
maintain an appropriate contract administration system to insure that all terms,conditions,and specifications are
met.
9. A grantee must comply with Section 261.101 of the Texas Family Code,which requires reporting of all suspected
cases of child abuse to local law enforcement authorities and to the Texas Department of Child Protective and
Regulatory Services.Grantees shall also ensure that all program personnel are properly trained and aware of this
requirement.
10. Grantees will comply with all federal statutes relating to nondiscrimination.These include but are not limited to:
(a)Title VI of the Civil Rights Act of 1964(P.L. 88-352)which prohibits discrimination on the basis of race,
color or national origin; (b)Title IX of the Education Amendments of 1972,as amended(20 U.S.C. §§ 1681-
1683,and 1685-1686),which prohibits discrimination on the basis of sex;(c)Section 504 of the Rehabilitation
Act of 1973, as amended(29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the
Americans With Disabilities Act of 1990;(d)the Age Discrimination Act of 1974, as amended(42 U.S.C. §§
6101-6107),which prohibits discrimination on the basis of age;(e)the Drug Abuse Office and Treatment Act of
1972(P.L.92-255),as amended,relating to nondiscrimination on the basis of drug abuse;(f)the Comprehensive
Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(P.L.91-616),as amended,
relating to the nondiscrimination on the basis of alcohol abuse or alcoholism;(g)§§ 523 and 527 of the Public
Page 24 of 30
Health Service Act of 1912(42 U.S.C.290 dd-3 and 290 ee-3),as amended,relating to confidentiality of alcohol
and drug abuse patient records; (h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as
amended,relating to nondiscrimination in the sale,rental or financing of housing;(i)any other nondiscrimination
provisions in the specific statute(s) under which application for Federal assistance is being made; and (j) the
requirements of any other nondiscrimination statute(s)which may apply to the application.
t t. Grantees will comply,as applicable,with the provisions of the Davis-Bacon Act(40 U.S.C.§§276a to 276a-7),
the Copeland Act(40 U.S.C.§§276c and 18 U.S.C.§§874),and the Contract Work Hours and Safety Standards
Act(40 U.S.C.§§327-333),regarding labor standards for federally assisted construction sub-agreements.
12. Grantees will comply with requirements of the provisions of the Uniform Relocation Assistance and Real Property
Acquisitions Act of 1970(P.L.91-646)which provide for fair and equitable treatment of persons displaced or
whose property is acquired as a result of Federal or federally assisted programs.These requirements apply to all
interests in real property acquired for project purposes regardless of Federal participation in purchases.
13. Grantees will comply with the provisions of the Hatch Political Activity Act(5 U.S.C. § 7321-29)which limit
the political activity of employees whose principal employment activities are funded in whole or in part with
Federal funds.
14. Grantees will comply with the minimum wage and maximum hours provisions of the Federal Fair Labor Standards
Act and the Intergovernmental Personnel Act of 1970,as applicable.
15. Grantees will insure that the facilities under Grantee's ownership,lease or supervision which shall be utilized in
the accomplishment of the project are not listed on the Environmental Protections Agency's (EPA) list of
Violating Facilities and that Grantee will notify the Federal grantor agency of the receipt of any communication
from the Director of the EPA Office of Federal Activities indicating that a facility to be used in the project is
under consideration for listing by the EPA.(EO 11738).
16. Grantees will comply with the flood insurance purchase requirements of 102(a)of the Flood Disaster Protection
Act of 1973,Public Law 93-234.Section 102(a)requires the purchase of flood insurance in communities where
such insurance is available as a condition for the receipt of any Federal financial assistance for construction or
acquisition proposed for use in any area that has been identified by the Secretary of the Department of Housing
and Urban Development as an area having special flood hazards.
17. Grantees will comply with environmental standards which may be prescribed pursuant to the following: (a)
institution of environmental quality control measures under the National Environmental Policy Act of 1969(P.L.
91-190) and Executive Order (EO) 11514; (b) notification of violating facilities pursuant to EO 11738; (c)
protection of wetlands pursuant to EO 11990;(d)evaluation of flood hazards in floodplains in accordance with
EO 11988;(e)assurance of project consistency with the approved State management program developed under
the Coastal Zone Management Act of 1972(16 U.S.C.§§ 1451 et seq.);(f)conformity of federal actions to State
(Clean Air)Implementation Plans under Section 176(c)of the Clean Air Act of 1955,as amended(42 U.S.C. §
7401 et seq.); (g) protection of underground sources of drinking water under the Safe Drinking Water Act of
1974,as amended(P.L.93-523);and(h)protection of endangered species under the Endangered Species Act of
1973,as amended,(P.L.93-205).
18. Grantees will comply with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§ 1271 et seq.) related to
protecting components or potential components of the national wild and scenic rivers system.
19. Grantees will assist the awarding agency in assuring compliance with Section 106 of the National Historic
Preservation Act of 1966, as amended (16 U.S.C. 470), EO 11593 (identification and protection of historic
properties),and the Archaeological and Historic Preservation Act of 1974(16 U.S.C.469a-1 et seq.).
20. Grantees will comply with the Laboratory Animal Welfare Act of 1966(P.L.89-544,as amended,7 U.S.C.2131
et seq.)pertaining to the care,handling,and treatment of warm blooded animals held for research,teaching,or
other activities supported by this award of assistance.
21. Grantees will comply with the Lead-Based Paint Poisoning Prevention Act(42 U.S.C. §§ 4801 et seq.)which
prohibits the use of lead-based paint in construction or rehabilitation of residential structures.
22. Grantees must adopt and implement applicable provisions of the model HIV/AIDS work place guidelines of the
Texas Department of State Health Services as required by the Texas Health and Safety Code,Ann.,Sec.85.001,
et seq.
23. Grantees will comply with Public Law 103-277, also known as the Pro-Children Act of 1994,which prohibits
smoking within any portion of any indoor facility used for the provision of services for children as defined by the
Pro-Children Act of 1994.
24. Grantees will comply with all federal tax laws and are solely responsible for filing all required state and federal
tax forms.
Page 25 of 30
25. Grantees will comply with all applicable requirements of all other federal and state laws, executive orders,
regulations and policies governing this program.
26. Grantee must certify that they are not debarred or suspended or otherwise excluded from or ineligible for
participation in federal assistance programs.
Page 26 of 30
EXHIBIT D
QUARTERLY PROJECT STATUS REPORT
THE CITY OF CORPUS CHRISTI
TMPC GRANT NUMBER: 2020-02-06
Expenditures for Quarter Ending [DATE]:
Expenditures Description
Percentage of Grant Project Completed:
Summary of Expenditures to Date:
Quarter Ending Expenditures
Brief Narrative Explaining Expenditures:
Grant Project Status:
Grantee's Duly Authorized Representative: Date:
Page 27 of 30
EXHIBIT E
PROJECT COMPLETION REPORT
THE CITY OF CORPUS CHRISTI
TMPC GRANT NUMBER: 2020-02-06
Percent Completed:
GRANTEE has successfully completed, and in a satisfactory manner,the GRANT PROJECT.
The purpose of the grant was to [GRANT PURPOSE].
The total cost for the Grant Project is as follows:
•Grant Project Total $
•Total $
The following is a brief Grant Project scope summary:
This is to certify that an inspection of 100%of the completed Grant Project described below was
conducted on the_day of , 20_.
Contracts were entered into for GRANT PROJECT between GRANTEE and the following
subcontractors: [SUBCONTRACTORS.]
This is to further certify that any and all Equipment included as part of the grant budget has been
purchased with the specified grant purpose, timeline,budget,and all addenda,change orders,and
supplemental agreements thereto.
NAME OF GRANTEE:
Signature of Grantee's Duly Authorized Representative
Print Name
Title
Date
Page 28 of 30
Exhibit F
DEAAG PROJECT IMPACT REPORT
THE CITY OF CORPUS CHRISTI
TMPC GRANT NUMBER: 2020-02-06
Project Name:
Grantee Name:
Address:
Telephone: Fax:
Contact Person: E-mail:
Time Period Covered by Report: to
Grant Project Performance Measures:
• Create,retain,or train Jobs by the completion of the Grant Project
• Grant Project Description:
• Grant Project Address:
Jobs Created
Active Full Time
Time Period Jobs Created,Retained or
Students Trained
EX. 01/12—03/12
Total
Page 29 of 30
Breakdown of Jobs Created
Job Type Jobs Created or Retained Total Jobs Created
This Reporting Period to Date
Direct Permanent Jobs
Indirect Permanent Jobs
Individuals Trained
Total
Businesses assisted or created this period:
Businesses assisted or created to date:
Grant Project Financial Impact
• Narrative summary of Impact:
• Update on current Grant Project Status (include curriculum updates):
THE SIGNATURE BELOW CERTIFIES THAT THE INFORMATION SUBMITTED IN
THIS REPORT IS TRUE AND CORRECT TO THE BEST KNOWLEDGE OF
GRANTEE.
FOR GRANTEE:
Signature
Print Name
Title
Date
Page 30 of 30