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2020-02-10 CC MINUTES
Commissioners' Court —FEBRUARY 1.0, 2020 REGULAR 2020 TERM FEBRUARY 10, 2020 BE IT REMEMBERED THAT ON FEBRUARY 10, 2020, THERE WAS BEGUN AND HOLDEN A REGULAR TERM OF COMMISSIONERS' COURT. 1. CALL TO ORDER This meeting was called to order at 10:00 A.M by Judge Richard Meyer. 2. ROLL CALL THE FOLLOWING MEMBERS WERE PRESENT: Richard Meyer David Hall Vern Lyssy Clyde Syma Gary Reese Anna Goodman Catherine Sullivan County Judge Commissioner, Precinct #1 Commissioner, Precinct #2 Commissioner, Precinct #3 Commissioner, Precinct #4 County Clerk Deputy County Clerk 3. INVOCATION &PLEDGE OF ALLEGIANCE (AGENDA ITEM NO. 2 & 3) Invocation —Commissioner David Hall Pledge to US Flag &Texas Flag —Commissioner Gary Reese/Vern Lyssy Page 1 of 5 Comrnissloners' Court — FEBROARY 10, 2020 4. General Discussion of Public matters and Public Participation. N/A 5. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO. 5) To approve the contract with KSBR-LLC for grant writing services relative to the CDBG-DR Grant and authorize the County Judge to sign. (RM) RESULT: APPROVED [UNANIMOUS] MOVER: Vern Lyssy, Commissioner Pct 2 SECONDER:. Gary Reese, Commissioner Pct 4 < AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese 6. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO. 6) To approve the contract with G&W Engineering for engineering services to the CDBG-DR Grant and authorize the County Judge to sign. RESULT: APPROVED [UNANIMOUS] MOVER: Gary Reese, Commissioner Pct 4 SECONDER: Clyde Syma, Commissioner Pct 3 Syma, Reese AYES: Judge Meyer, Commissioner Hall Lyssy, y 7. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO. 7) To appoint LaDonna Thigpen as Civil Rights Officer for the CDBG-DR contract number 20-065-064-C182 and authorize the County Judge to sign the appropriate forms. (RM) u RESULT: APPROVED [UNANIMOUS] MOVER David HaII, Commissioner Pct 1 SECONDER: Gary Reese, Commissioner Pct 4 ma, Reese AYES: Judge Meyer, Commissioner Hall, Lyssy, S y Page 2 of 5 Commissioner' Court — FEBRHARY 10, 2020 8. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO.8) To appoint LaDonna Thigpen as Section 3 Coordinator for the CDBG-DR contract number 20-065-064-C182. (RM) RESULT: APPROVED [UNANIMOUS] MOVER: Vern Lyssy, Commissioner Pct 2 SECONDER: Gary Reese, Commissioner Pct 4 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese 9. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO.9) To approve billing increases for the Calhoun County EMS. (RM) Dustin Jenkins, Director Calhoun County EMS, requested a 7%increase as well as providing itemized charges. RESULT: APPROVED [UNANIMOUS] MOVER: Vern Lyssy, Commissioner Pct 2 SECONDER: David Hall, Commissioner Pct 1 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese 10. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO. 10) To approve a Business Associate Agreement with CHANGE Healthcare for the addition of the Charity Determination Module to the contract for the Charity Care Program and authorize the EMS Director to sign. RESULT: APPROVED [UNANIMOUS] MOVER: Vern Lyssy, Commissioner Pct 2 SECONDER: David Hall, Commissioner Pct 1 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese Page 3 of 5 Commissioners' Court- FEBRUARY 10, 2020 11, CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO. 11) To approve the revised interlocal agreement with the Texas Department of Public Safety for the Failure to Appear Program and authorize the County Judge to sign. (RM) gassed and tabled for next meeting. 12. Accept reports from the following County offices: 1. Floodplain Administration -January 2020 2. Sheriff's Office - January 2020 RESULT: APPROVED[U MOVER: Vern Lyssy, Corr SECONDER: David Hall, Com AYES: Judge Meyer, G [MOOS] loner Pct 2 oner Pct 1 ssioner Hall, Lyssy, Syma, Reese 13. Consider and take necessary action on any necessary budget adjustments. 2019 RESULT: APPROVED [UNANIMOUS] MOVER: Gary Reese, Commissioner Pct 4 SECONDER, Vern Lyssy, Commissioner Pct 2 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma,Reese 2020 RESULT: APPROVED [UNANIMOUS] MOVERm David Hall, Commissioner Pct 1 SECONDER: Gary Reese, Commissioner Pct 4 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese Page 4 of 5 Commissioners' Court — FEBRUARY M 2020 14, Approval of bills and payroll. MMC RESULT: APPROVED [UNANIMOUS] MOVER: David Hall, Commissioner Pct 1 SECONDER: Vern Lyssy, Commissioner Pct 2 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese County - 2019 RESULT: ''- APPROVED[ MOVER: David Hall, Co SECONDER: Vern Lyssy, Cc AYES: Judge Meyer, UNANIMOUS] mmissioner Pct 1 immissioner Pct 2 commissioner Hall, Lyssy, Syma, Reese County - 2020 RESULT: APPROVED[UN MOVER: David Hall, Coma SECONDER: Vern Lyssy, Comr AYES: Judge Meyer, Col MOUS] ner Pct 1 �ner Pct 2 sinner Hall, Lyssy, Syma, Reese Adjourned: 10:19 a.m. Page 5 of 5 Commissioners' Court — FEBRUARY 10, 2020 REGULAR 2020 TERM § FEBRUARY 10, 2020 BE IT REMEMBERED THAT ON FEBRUARY 10, 2020, THERE WAS BEGUN AND HOLDEN A REGULAR TERM OF COMMISSIONERS' COURT, 1. CALL TO ORDER This meeting was called to order at 10:00 A.M by Judge Richard Meyer. 2. ROLL CALL THE FOLLOWING MEMBERS WERE PRESENT: Richard Meyer David Hall Vern Lyssy Clyde Syma Gary Reese Anna Goodman Catherine Sullivan County Judge Commissioner, Precinct 4F1 Commissioner, Precinct #2 Commissioner, Precinct #3 Commissioner, Precinct #4 County Clerk Deputy County Clerk 3. INVOCATION &PLEDGE OF ALLEGIANCE (AGENDA ITEM NO. 2 & 3) Invocation —Commissioner David Hall Pledge to US Flag &Texas Flag —Commissioner Gary Reese/Vern Lyssy Page 1 of 12 Commissioners' Court — FEBRUARY 10, 2020 4. General Discussion of Public matters and Public Participation. NIA Page 2 of 12 F Commissioners' Court — FEBRUARY 10, 2020 5. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO. 5) To approve the contract with KSBR-LLC for grant writing services relative to the CDBG-DR Grant and authorize the County Judge to sign. (RM) RESULT: APPROVED [UNANIMOUS] MOVER: Vern Lyssy, Commissioner Pct 2 SECONDER: Gary Reese, Commissioner Pct 4 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese Page 3 of 12 GRANT ADMINISTRATION SERVICES FOR NON -HOUSING PROJECTS UNDER THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THE COUNTY OF CALHOUN ("County") and KSRB, LLC, Tax Identification Number 81-140276 ("Provider'), each a "Party" and collectively, "the Parties," enter into the following contract for grant administration services ("Contract") pursuant to Local Govt. Code 252 and 2 C.F.R. Part 200. WHEREAS, the County may receive U.S. Department of Housing and Urban Development Community Development Block Grant — Disaster Recovery ("CDBG-DR") funds, administered by the Texas General Land Office ("GLO") for damage sustained from Texas Hurricane Harvey; and WHEREAS, the CDBG-DR program is funded under the Continuing Appropriations Act, 2018 and Supplemental Appropriations for Disaster Relief Requirements Act, 2017, (Public Law 115-56), enacted on September 8, 2017, NOW, THEREFORE, the Parties agree to the following terms and conditions: I. DEFINITIONS !INTERPRETIVE PROVISIONS /PROJECT DESCRIPTION 1.01 DEFINITIONS "Activity" means a defined class of works or services authorized to be accomplished using CDBG-DR grant funds. Activities are specified in County Budgets as Category,and the terms are interchangeable under this Contract. "Administrative and Audit Regulations" means the regulations included in Title 2, CFR, Part 200. Chapter 321 of the Texas Govemment Code; Subchapter F of Chapter 2155 of the Texas Government Code; and the requirements of Article VII herein. With regard to any federal funding, agencies with the necessary legal authority include: the relevant federal agency, the Comptroller General, the General Accounting Office, the Office of Inspector General, and any of their authorized representatives. In addition, state agencies and/or designee's with the authority to audit and inspect include, the County, the GLO, the GLO's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office and the Texas Comptroller of Public Accounts, Page 1 of 25 "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the execution page, or incorporated by reference, as if physically. "Amendment" means a written agreement, signed by the parties hereto, which documents aAerations to the Contract. `Benchmark" or `Billing Milestone" means a clearly defined set of incremental services that must be performed; or an interim level of accomplishment that must be met by Provider in order to receive periodic incremental and final reimbursement for services under this Contract. "CDBG—DR" means the Community Development Block Grant —Disaster Recovery Program administered by the U.S. Department of Housing and Urban Development, in cooperation with the GLO. "Certificate of Construction Completion" means a document submitted by an engineer or, if none, a construction contractor, to a Grantee which, when executed by the Grantee, indicates acceptance of the non -housing project, as built. "Contract" means this entire document, along with any Attachments, both physical and incorporated by reference, and any Amendments. "Contract Period" means the period of time between the effective date of a contract and its expiration or termination date. "Deliverable" means a unit or increment of work to include, any item, report, data, document, photograph, or other submission required to be delivered under the terms of this Contract, in whatever form. "Federal Assurances" means Standard Form 4248 (Rev. 7-97) (non -construction projects); or Standard Form 424D (Rev. 7-97) (construction projects), in Attachment B, attached hereto and incorporated herein for all purposes. "Federal Certifications" means U.S. Department of Commerce Form 0D-512 (12-04), "Certifications Regarding Lobbying —Lower Tier Covered Transactions," also in Page 2 of 25 Attachment B, attached hereto and incorporated herein for all purposes. "Final inspection Report" means the document submitted by the housing contractor to a County under a CDBG-DR Housing grant contract, indicating the completed construction of one Housing Unit. sea l Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "GAAP" means "Generally Accepted Accounting Principles." `"GASB" means the Governmental Accounting Standards Board. "General Affirmations" means the statements in Attachment C, attached hereto and incorporated herein for all purposes, which Provider affirms by executing this Contract. "GLO" means the Texas General Land Office, its officers, employees, and designees. "GLO-Vendor Contract" means the contract or contracts between the GLO and Provider procured through the Solicitation; such GLO-Vendor Contract is hereby incorporated herein by reference, for all purposes. "Gram Administration Fee" means the amount to be paid to Provider for all services performed for a County. "Housing" refers to a project involving home repair, home reconstruction, and new home construction; including housing for single-family and multi -family rental units under a CDBG-DR program grant. °`ilousin� LJnit" means one house, or one multi -family rental unit. "HSP" means HUB Subcontracting Plan, as outlined by Chapter 2161 of the Texas Government Code. "HLJB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. Page 3 of 25 %Hi JD" means the United States Department of Housing and Urban Development. Mentor Protege" means the Comptroller of Public Accountsleadership program found at: http://www.window.state.tx.us/procurement/prog/hub/mentorprotege/ "Non -housing" refers to a project involving the restoration and/or repair of infrastructure facilities and the economic revitalization activities approved under a CDBG-DR program grant. "Performance Statement" means Provider's detailed scope of work hereby incorporated for all purposes as Attachment A. "Project" means the grant administration services described in SECTION 1.03 of this Contract and in any applicable Attachments. "Project Completion Report" means a report containing an "as built" accounting of all projects completed under a CDBG-DR non -housing or housing grant, and containing all information required to completely close out a grant file. "Project ImRiementation Manual" means a set of guidelines for the CDBG-DR Program, incorporated herein by reference for all purposes in its entirety. "Project Period" means the stated time for completion of a Project assigned by Work Order, if any. "Prompt Pay Aci" means Chapter 2251, Subtitle F of Title 10 of the Texas Government Code. "Provider" means KSBR, LLC. "Public Information Act" means Chapter 552 of the Texas Government Code. "Quarterly Report" means a document submitted by Provider to the County for approval and submission to the GLO as a condition of reimbursement, as discussed in SECTION 1.05 and ARTICLE III, below. "RFP" means the County's Request for Proposal, namely RFP 2019.05.29-APS. Page 4 of 25 "Setup" means documentation, submitted by a County, necessary for the GLO to determine that housing sites meet minimum eligibility criteria, resulting in approval for the County to move forward with the projects. "Solicitation" means County's Request for Proposal, RFP 2019.05.29-APS. "Solicitation Response" means Provider's full and complete response to the Solicitation. "State of Texas TexTr•at�ed" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. "Subcontractor" means an individual or business that signs a contract to perform part or all of the obligations of Provider under this Contract. "County" means The County of Calhoun, a local governmental body or political subdivision that receives funds under HUD's CDBG—DR Program for housing projects. "County Agreement" means the contractual agreement for aCDBG-DR housing or non - housing grant between the GLO and the County for which Provider performs services assigned by the County, if any. "Technical Guidance Letter or `TGL"' means an instruction, clarification, or interpretation of the requirements of the CDBG-DR Program, issued by the GLO to specified recipients, applicable to specific subject matter, to which the addressed Program participants shall be subject. 1.02 INTERPRETIVE PROVISIONS (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms; SEl (b) The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, attachment, work order, or schedule of this Contract unless otherwise specified; sEp; (c) The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent that such amendments Page 5 of 25 and other modifications are not prohibited by the terms of this Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; ;SUP (d) The captions and headings of this Contract are for convenience of reference only and shall not affect the interpretation of this Contract; ,SUP' (e) All attachments within this Contract, including those incorporated by reference, and any amendments are considered part of the terms of this Contract; ;SUP' (f) This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each shall be performed in accordance with its terms; SEP (g) Unless otherwise expressly provided, reference to any action of the County or by the County by way of consent, approval, or waiver shall be deemed modified by the phrase "in its/their sole discretion." Notwithstanding the preceding sentence, any approval, consent, or waiver required by, or requested of, the County shall not be unreasonably withheld or delayed; sEP (h) Time is of the essence in this Contract. sUp (i) In the event of conflicts or inconsistencies between this contract and its attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: Signed Contract; Attachments to the Contract: Attachment A, Attachment B, Attachment C, Attachment D, Attachment E; RFP; and Provider's Response to RFP. 6 1.03 PROJECT Provider shall perform, or cause to be performed at the direction of the County, in assistance to County, comprehensive administration services necessary to facilitate activities for the disaster relief, recovery, restoration, and economic revitalization in areas affected by Hurricane Harvey under the CDBG—DR Program. Provider will assist the County in fulfilling State and Federal CDBG-DR statutory responsibilities related to recovery from Hurricane Harvey including, but not limited to, performing grant administration services for non -housing and/or housing projects. Grant administrative services must be performed in compliance with (i) HUD requirements, (ii) the Non - Exclusive List of Laws, Rules, and Regulations in Attachment D; (iii) this Contract and all Attachments, including Provider's Performance Statement, Attachment A; (iv) any Amendments to this Contract; (v) any Technical Guidance Letter, program requirements, or program guidance that may be issued by the GLO; and (vi) Provider's full and complete response to the RFP ("the Project"). Page 6 of 25 Provider shall be responsible at all times for maintaining close oversight of approved projects and record -keeping including, but not limited to, obtaining and maintaining, through Provider's own efforts, the County's current Performance Statement/ Implementation Schedule, and Budget, including Revisions approved and Technical Guidance Letters issued by the GLO; and any other information that may be required for the satisfactory performance by Provider of the services herein described or assigned under a Work Order, as discussed below. 1.04 REPORTING REQUIREMENTS Provider shall assist the County to timely submit all reports and documentation that are required under this Contract and any County Agreement, Monthly Reports —APPLICABLE TO NON -HOUSING AND HOUSING PROJECTS: Provider shall prepare Monthly Reports to the GLO in a timely manner. Each Monthly Report shall include progress made since the prior reporting period, current Benchmarks achieved, projected quantities, problems encountered and detailed plans to correct them, goals to be accomplished in the subsequent reporting period, and any other information as may be required by the GLO. The GLO may review the Monthly Reports) and may request revisions to be made. Provider shall make itself aware of such revision requests and shall assist the County in making appropriate revisions. Upon acceptance of the Monthly Report and submission of a properly prepared invoice, appropriate payment may be made to County and to Provider. In the sole discretion of the GLO, reports may be requested more often than monthly, and Provider shall facilitate the timely submission to the GLO of such additional information. GRANT COMPLETION REPORTS: NON -HOUSING SERVICES: Provider shall prepare and submit to the County a draft Grant Completion Report (GCR) by the close of business no later than thirty (30) days from Provider's receipt of the fully executed final Certificate of Construction Completion ("COCC"). Provider shall then cooperate with the County to submit the final, signed, GCR Page 7 of 25 to the GLO by the close of business no later than sixty (60) days from Provider's receipt of the fully executed final COCC. The GCR must be submitted in accordance with the specifications from the GLO, and must include a full description of all County projects, both as originally assigned and as ultimately completed, accounting for all Amendments, Revisions, and Technical Guidance Letters, if any. II. TERM 2.01 DURATION This Contract shall be effective as of July 1, 2019, and shall terminate on April 30, 2022. The County, at its own discretion, may extend any contract awarded pursuant to the Solicitation for up to one (1) additional 2-year term or until the time the grant funding expires, whichever comes first. Any extension will be subject to terms and conditions mutually agreeable to both parties. 2.02 EARLY TERMINATION �sEg� The County may terminate this Contract by giving written notice specifying a termination date at least thirty (30) days subsequent to the date of the notice. Upon receipt of any such notice, Provider shall cease work, undertake to terminate any relevant subcontracts, and incur no further expense related to this Contract. Such early termination shall be subject to the equitable settlement of the respective interests of the parties, accrued up to the date of termination. OP., 2.03 ABANDONMENT OR DEFAULT sEP; If the Provider defaults on the Contract, the County reserves the right to cancel the Contract without notice and either re -solicit or re -award the Contract to the next best responsive and responsible vendor qualified under the Solicitation. The defaulting provider will not be considered in the re -solicitation and may not be considered in future solicitations for the same type of work, unless the specification or scope of work significantly changed. The period of suspension will be determined by the County based on the seriousness of the It default. sEP III. CONSIDERATION 3.01 CONTRACT LIMIT, FEES, AND EXPENSES Page 8 of 25 Provider will be compensated $352,735,00, The Grant Administration Fee shall not exceed the maximum amount available for such services as prescribed by the County Agreement, the GLO, HUD or any governing law, for the term of this Contract. The County agrees to pay Provider in accordance with The Prompt Pay Act Tex. Govt. Code Ch. 2251. Reimbursement for services may be requested based on the Benchmarks, according to the type of services authorized, contingent upon Provider's facilitation of the timely submission of each Monthly Report required, as discussed in SECTION 1.04, above. At a minimum, invoices must clearly reflect: (a) Provider's Contract Number; (b) the name and GLO Contract Number (12 digits) of the County Agreement to which services have been provided; (c) the current amount being billed; (d) the cumulative amount billed previously; (e) the balance remaining to be billed; and (t) an itemized statement of services performed, including documentation as required under the Contract, such as invoices, receipts, statements, stubs, tickets, time sheets, and any other which, in the judgment of the County, provides full substantiation of reimbursable costs incurred. sEgi Subject to the maximum Contract amount authorized herein, upon specific, prior, written approval by the County, lodging, travel, and other incidental direct expenses may be reimbursed under this Contract for professional or technical personnel who are (a) away from the cities in which they are permanently assigned; (b) conducting business specifically authorized by the County; and (c) performing services not originally contemplated in the Scope of Services. The limit for such reimbursements shall be the rates established by the Comptroller of the State of Texas, as outlined in the State of Texas travel guidelines, TexTravel. If arate within the limits set forth in TexTravel is not available, Provider shall use its best efforts to obtain the lowest available room rate. Provider shall obtain prior approval from the County. NOTICE TO PROVIDER: Failure to include all of the information required in SECTION 3.01 with each invoice may result in a significant delay in processing payment for the invoice. Page 9 of 25 V. PROVIDER'S WARRANTY, AFFIRMATIONS, AND ASSURANCES 4.01 PERFORMANCE WARRANTY Provider represents that all services performed under this Contract will be performed in a manner consistent with a degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. Provider represents that all work product, including Deliverables if any, under this Contract shall be completed in a manner consistent with standards in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the incorporated Attachments (if any); and shall be fit for ordinary use, of good quality, and with no material defects. If Provider fails to submit Deliverables timely or to perform satisfactorily under conditions required by this Contract, the County may require Provider, at its sole expense, to the extent such defect or damage is caused by the negligence of Provider, to (a) repair or replace all defective or damaged Deliverables; (b) refund any payment received for all defective or damaged Deliverables and, in conjunction therewith, require Provider to accept the return of such Deliverables; and/or (c) take necessary action so that future performance and Deliverables conform to the Contract requirements. 4.02 GENERAL AFFIRMATIONS �sEc To the extent that they are applicable, Provider further certifies that the General Affirmations in Attachment C have been reviewed, and that Provider is in compliance with each of the requirements reflected therein. 4.03 FEDERAL ASSURANCES SEP; To the extent that they are applicable, Provider further certifies that the Federal Assurances in Attachment B have been reviewed and that Provider is in compliance with each of the requirements reflected therein. The Federal Assurance form must be executed by Provider's authorized signatory. 4.04 FEDERAL CERTIFICATIONS sEg� To the extent that they are applicable, Provider further certifies that the Federal Certifications also in Attachment B have been reviewed, and that Provider is in compliance with each of the requirements reflected therein. The Federal Certifications form must be executed by Provider's authorized signatory. SEP Page 10 of 25 In addition, Provider certifies that it is in compliance with any other applicable federal laws, rules, or regulations, as they may pertain to this Contract including, but not limited to, those listed in Attachment D. sErl V. FEDERAL AND STATE FUNDING, RECAPTURE OF FUNDS, AND OVERPAYMENT 5.01 FEDERAL FUNDING (a) Funding for this Contract is appropriated under the Continuing Appropriations Act, 2018 and Supplemental Appropriations for Disaster Relief Requirements Act, 2017, (Public Law 115-56) to facilitate disaster recovery, restoration, economic revitalization, and to affirmatively further fair housing in accordance with Executive Order 12892, in areas affected by Hurricane Harvey, which are Presidentially -declared major disaster areas under Title IV of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.). The fulfillment of this Contract is based on those funds being made available to the GLO as the lead administrative state agency through CDBG-DR Federal Award Number B-17-DM-48-0001. All expenditures under this Contract must be made in accordance with this Contract, the rules and regulations promulgated under the CDBG-DR Program, and any other applicable laws. Further, Provider acknowledges that all funds are subject to recapture and repayment for non-compliance. (b) All participants in the CDBG-DR grant program must have a data universal numbering system (DUNS) number, as well as a Commercial And Government Entity (CAGE) Code. (c) The DUNS number and CAGE Code must be reported to the GLO for use in various grant reporting documents, and may be obtained by visiting the Central Contractor Registration web site at: sEPhttps://www.bpn.gov/ccr/ SEPI Assistance with this web site may be obtained by calling 866-606-8220. 5.02 STATE FUNDING (a) This Contract shall not be construed as creating any debt on behalf of the State of Texas and/or the GLO in violation of Article III, Section 49, of the Texas Constitution. In compliance with Article VIII, Section 6 of the Texas Constitution, it is understood that all obligations of the GLO hereunder are subject to the availability of state funds. Page l l of 25 If such funds are not appropriated or become unavailable, the County, in its sole discretion, may terminate this Contract. In that event, the parties shall be discharged from further obligations, subject to the equitable settlement of their respective interests, accrued up to the date of termination. (b) Furthermore, any claim by Provider for damages under this Contract may not exceed the amount of funds appropriated for payment, but not yet paid to Provider, under the annual budget in effect at the time of the breach. Nothing in this provision shall be construed as a waiver of sovereign immunity. Lmpal 5.03 RECAPTURE OF FUNDS SEP Provider shall conduct, in a satisfactory manner as determined by the County, the Project as set forth in the Contract. The discretionary right of the County to terminate for convenience under SECTION 2.02 notwithstanding, it is expressly understood and agreed by Provider that the County shall have the right to terminate the Contract and to recapture, and be reimbursed for any payments made by the County (i) that exceed the maximum allowable HUD rate; (ii) that are not allowed under applicable laws, rules, and regulations; or (iii) that are otherwise inconsistent with this Contract, including any unapproved expenditures. 5.04 OVERPAYMENT Provider understands and agrees that it shall be liable to the County or the GLO for any costs disallowed pursuant to financial and/or compliance audit(s) of funds received under this Contract. Provider further understands and agrees that reimbursement of such disallowed costs shall be paid by Provider from funds which were not provided or otherwise made available to Provider under this Contract. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page l2 of 25 VI. OWNERSHIP 6.01 OWNERSHIP AND THIRD PARTY RELIANCE (a) The County shall own, and Provider hereby assigns to the GLO, all right, title, and interest in all services to be performed; all goods to be delivered; and/or all other related work product prepared, or in the course of preparation, by Provider (or its subcontractors) pursuant to this Contract, together with all related worldwide intellectual property rights of any kind or character (collectively, the "Work Product"). Under no circumstance will any license fee, royalty, or other consideration not specified in this Contract be due to Provider for the assignment of the Work Product to the GLO or for the GLO's use and quiet enjoyment of the Work Product in perpetuity. Provider shall promptly submit all Work Product to the GLO upon request or upon completion, termination, or cancellation of this Contract for any reason, including all copies in any form or medium. (b) Provider and the County shall not use, willingly allow, or cause such Work Product to be used for any purpose other than performance of Provider's obligations under this Contract without the prior written consent of either party and the GLO. Work Product is for the exclusive use and benefit of, and may be relied upon only by the parties. Prior to distributing any Work Product to any third party, other than the GLO, the parties shall advise such third parties that if it relies upon or uses such Work Product, it does so entirely at its own risk without liability to the GLO, Provider, or the County. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 13 of 25 VII. RECORDS, AUDIT, RETENTION, CONFIDENTIALITY, PUBLIC RECORDS 7.01 BOOKS AND RECORDS ILSEP, Provider shall keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the County, the GLO, the State of Texas Auditor's Office, the United States Government, and/or their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules, regulations, and statutes. 7.02 INSPECTION AND AUDIT (a) Provider agrees that all relevant records related to this Contract and any Work Product produced in relation to this Contract, including the records and Work Product of its Subcontractors, shall be subject to the Administrative and Audit Regulations. Accordingly, such records and Work Product shall be subject, at any time, to inspection, examination, audit, and copying at any location where such records and Work Product may be found, with or without notice from the County, the GLO, HUD, or other govermment entity with necessary legal authority. Provider agrees to cooperate fully with any federal or state entity in the conduct of inspection, examination, audit, and copying, including providing all information requested. Provider will ensure that this clause concerning federal and state entities' authority to inspect, examine, audit, and copy records and Work Product, and the requirement to fully cooperate with the federal and state entities, is included in any subcontract it awards. SEP (b) Provider understands that acceptance of state funds under this Contract acts as acceptance of the authority of the State Auditor's Office to conduct an audit or investigation in connection with those funds. Provider further agrees to cooperate fully with the State Auditor's Office in the conduct of the audit or investigation, including providing all records requested. Provider will ensure that this clause concerning the State Auditor's Offrce's authority to audit state funds and the requirement to fully cooperate with the State Auditor's Office is included in any subcontracts it awards. Additionally, the State Auditor's Office shall at any time have access to and the rights to examine, audit, excerpt, and transcribe any pertinent books, documents, working papers, and records of Provider relating to the Contract for any purpose. HUD, the Comptroller General, the General Accounting Office, the Office of Inspector General, or any authorized representative of the U.S. Government shall also have this right of inspection. Page 14 of 25 PROVIDER SHALL ENSURE THAT ALL SUBCONTRACTS AWARDED REFLECT THE REQUIREMENTS OF THIS SECTION 7.02, AND THE REQUIREMENT TO COOPERATE. (c) Provider will be deemed to have read and have knowledge of all applicable federal, state, and local laws, regulations, and rules including, but not limited to those identified in Attachment D, governing audit requirements pertaining to the Project. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 15 of 25 sEP:7.03 PERIOD OF RETENTION sEP, All records relevant to this Contract shall be retained for a period subsequent to the final closeout of the State of Texas CDBG-DR grant program, in accordance with federal regulations. The County will notify all Program participants of the date upon which local records may be destroyed. ,sEPk 7.04 CONFIDENTIALITY ,SEP al To the extent permitted by law, Provider and the County agree to keep all information confidential, in whatever form produced, prepared, observed, or received by Provider or the County to the extent that such information is: (a) confidential by law; (b) marked or designated "confidential" (or words to that effect) by Provider or the County; or (c) information that Provider or the County is otherwise required to keep confidential by this Contract. Furthermore, Provider will not advertise that it is doing business with the County, use this Contract as a marketing or sales tool, or make any press releases concerning work under this Contract without the prior written consent of the County. 7.05 PUBLIC RECORDS ,sEP' Information related to the performance of this Contract may be subject to the Public Information Act ("PIA") and will be withheld from public disclosure or released only in accordance therewith. Provider shall make any information required under the PIA available to the County in portable document file (".pdf') format or any other format agreed between the Parties. Failure of Provider to mark as "confidential" or a "trade secret" any information that it believes to be excepted from disclosure waives any and all claims Provider may make against the County for releasing such information without prior notice to Provider. Provider shall notify the County within twenty-four (24) hours of receipt of any third parry written requests for information, and forward a copy of said written requests to the County. If the request was not written, Provider shall forward the third party's contact information to the County. sEvi REMAINDER OF PAGE INTENTIONALLY LEFT BLANK sEP� Page 16 of 25 VIII. MISCELLANEOUS PROVISIONS 8.01 INSURANCE Provider shall acquire for the duration of this Contract insurance with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount and in the form required by Attachment E of this Contract, REQUIRED INSURANCE AND FORM. Furthermore, Provider shall submit a certificate of liability insurance as required under this Contract, including (if requested) a schedule of coverage or "underwriter's schedules") establishing to the satisfaction of the County the nature and extent of coverage granted by each policy. Provider shall submit certificates of insurance and endorsements electronically, in the manner requested by the County. In the event that any policy is determined to be deficient to comply with the terms of this Contract, Provider shall secure such additional policies or coverage as the County may reasonably request or that are required by law or regulation. Provider will be responsible for submitting renewed certificates of insurance and endorsements, as evidence of insurance coverage throughout the term of this Contract. Provider may not be actively working on behalf of the County if the insurance coverage does not adhere to insurance requirements. Failure to submit required insurance documents may result in the cancellation of this Contract. 8.02 TAXES/WORKERS' COMPENSATION/UNEMPLOYMENT INSURANCE PROVIDER AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, PROVIDER SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF PROVIDER'S AND PROVIDER'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT, PROVIDER AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE COUNTY SHALL NOT BE LIABLE TO THE PROVIDER, ITS 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 ANOTHER GOVERNMENTAL ENTITY Page 17 of 25 CUSTOMER. 2) PROVIDER AGREES TO INDEMNIFY AND HOLD HARMLESS THE COUNTY, THE GLO, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT, PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES, THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE COUNTY NAMED AS A DEFENDANT IN ANY LAWSUIT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE COUNTY, PROVIDER AND THE COUNTY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. 8.03 LEGAL OBLIGATIONS sEP� Provider shall procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Provider to provide the goods or services required by this Contract. Provider will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Provider agrees to be responsible for payment of any such government obligations not paid by its subcontractors during performance of this Contract. 8.04 INDEMNITY sEv� EXCEPT FOR DAMAGES DIRECTLY OR PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OF THE COUNTY OR THE GLO, PROVIDER SHALL INDEMNIFY AND HOLD HARMLESS THE COUNTY, THE STATE OF TEXAS, THE GLO, AND THE OFFICERS, REPRESENTATIVES, AGENTS, AND EMPLOYEES OF THE COUNTY, THE STATE OF TEXAS, AND THE GLO FROM ANY LOSSES, CLAIMS, SUITS, ACTIONS, DAMAGES, OR LIABILITY (INCLUDING ALL COSTS AND EXPENSES OF DEFENDING AGAINST ALL OF THE AFOREMENTIONED) ARISING IN CONNECTION WITH: THIS CONTRACT; [SE_P,' ■ ANY NEGLIGENCE, ACT, OMISSION, OR MISCONDUCT IN THE sEPI'ERFORMANCE OF THE SERVICES REFERENCED HEREIN; OR SEP, • ANY CLAIMS OR AMOUNTS ARISING OR RECOVERABLE UNDER Page 18 of 25 FEDERAL OR STATE WORKERSCOMPENSATION LAWS, THE TEXAS TORT CLAIMS ACT, OR ANY OTHER SUCH LAWS. PROVIDER SHALL BE RESPONSIBLE FOR THE SAFETY AND WELL BEING OF ITS EMPLOYEES, CUSTOMERS, AND INVITEES. THESE REQUIREMENTS SHALL SURVIVE THE TERM OF THIS AGREEMENT UNTIL ALL CLAIMS HAVE BEEN SETTLED OR RESOLVED AND SUITABLE EVIDENCE TO THAT EFFECT HAS BEEN FURNISHED TO THE COUNTY. THE PROVISIONS OF THIS SECTION 8.03 SHALL SURVIVE TERMINATION OF THIS CONTRACT, 8.05 ASSIGNMENT AND SUBCONTRACTS Provider shall not assign, transfer, or delegate any rights, obligations, or duties under this Contract without the prior written consent of the County. Notwithstanding this provision, iI is mutually understood and agreed that Provider may subcontract with others for some or all of the services to be performed. In any approved subcontracts, Provider shall legally bind such subcontractor to perform and make such subcontractor subject to all the duties, requirements, and obligations of Provider as specified in this Contract. Nothing in this Contract shall be construed to relieve Provider of the responsibility for ensuring that the goods delivered and/or the services rendered by Provider and/or any of its subcontractors comply with all the terms and provisions of this Contract. Provider will provide written notification to the County of any such subcontractor performing fifteen percent (15%) or more of the work under this Contract, including the name and taxpayer identification number of subcontractor, the task(s) being performed, and the number of subcontractor employees expected to work on the task. 8.06 RELATIONSHIP OF THE PARTIES SEP� Provider is associated with the County only for the purposes and to the extent specified in this Contract, and, with respect to Provider's performance pursuant to this Contract, Provider is and shall be an independent contractor and, subject only to the terms of this Contract, shall have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer -employee or principal -agent, or to otherwise create for the County or the GLO any liability whatsoever with respect to the indebtedness, liabilities, and obligations of Provider or any other party. Provider shall be solely responsible for, and the County shall have no obligation with respect to: (a) withholding of income taxes, FICA, or any other taxes or fees; SEP (b) industrial or workers' compensation insurance coverage; !SEP� Page 19 of 25 (c) participation in any group insurance plans available to employees of the State of SEPTexas; SEP, (d) participation or contributions by the State to the State Employees Retirement System; sE (e) accumulation of vacation leave or sick leave; or ;SEP' (f) unemployment compensation coverage provided by the State. SEP; 8.07 COMPLIANCE WITH OTHER LAWS LSEPI In the performance ofthis Contract, Provider shall comply with all applicable federal, state, and local laws, ordinances, and regulations. Provider shall make itself familiar with and at all times shall observe and comply with all federal, state, and local laws, ordinances, and regulations that in any manner affect performance under this Contract including, but not limited to, those attached hereto and incorporated herein for all purposes as Attachment D. Provider will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. Any notices required under this Contract shall be deemed delivered when deposited either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: 'SEP'COnn iSEP The County of Calhoun 2I I S. Ann St, Ste 301 Port Lavaca, TX 77979 Attention: Honorable Richard H. Meyer Provider KSBR,LLC 1828 Main Street Sulphur Springs, TX 75482 Attention: Katy Sellers Notice given in any other manner shall be deemed effective only if and when received by the party to be notified. Either party may change its address for notice by written notice to the other party as herein provided. 8.10 GOVERNING LAW AND VENUE �SEP, Page 20 of 25 This Contract and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit between County and Provider under this Contract shall be in a court of competent jurisdiction in Calhoun County, Texas. Provider irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non convenience, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. 8.11 SEVERABILITY sEP If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract shall be construed as if such provision did not exist and the non - enforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable. 8.12 FORCE MAJEURE sEP� Except with respect to the obligation of payments under this Contract, if either of the parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected party's obligation to comply with such covenant shall be suspended, and the affected party shall not be liable for damages for failure to comply with such covenant. In any such event, the party claiming Force Majeure shall promptly notify the other party of the Force Majeure event in writing and, if possible, such notice shall set forth the extent and duration thereof. The party claiming Force Majeure shall exercise due diligence to prevent, eliminate, or overcome such Force Majeure event where it is possible to do so and shall resume performance at the earliest possible date. However, if non- performance continues for more than thirty (30) days, the GLO may terminate this Contract immediately upon written notification to Provider. sEpil 8.13 PROTEST PROCEDURESSEP� (SEP}�lI protests and disputes will be held in Port Lavaca, Calhoun County, Texas. Any actual or prospective vendor who believes they are aggrieved in connection with or pertaining to a bid, proposal and/or contract may file a protest. The protest must be Page 21 of 25 delivered in writing to the Calhoun County Auditor's Office, in person or by certified mail return receipt requested prior to award. The written protest must include: Name, mailing address and business phone number of the protesting party; Appropriate identification of the bid, proposal and/or contract being protested; A precise statement of the reasons for the protest; and Any documentation or other evidence supporting the protest and any alleged claims. The County Auditor's Office will attempt to resolve the protest, including at the County Auditor's option, meeting with the protesting party. If the protest is successfully resolved by mutual agreement, written verification of the resolution, with specifics on each point addressed in the protest, will be forwarded to Commissioners' Court. If the County Auditor's Office is not successful in resolving the protest, the protesting party may request in writing that the protest be considered by Commissioners' Court. Applicable documentation and other information applying to the protest will be forwarded to Commissioners' Court, who will promptly review such documentation and information. If additional information is required, Commissioners' Court will notify the protesting party to provide such information. The decision of Commissioners' Court will be final. 8.14 ENTIRE CONTRACT AND MODIFICATION sEP! This Contract, its integrated Attachment(s), and any Technical Guidance issued in conjunction with this Contract, if any, constitute the entire agreement of the parties and are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in such Attachment(s), Technical Guidance Letter shall be harmonized with this Contract to the extent possible. Unless such integrated Attachment, Technical Guidance Letter, or Revision specifically displays a mutual intent to amend a particular part of this Contract, general conflicts in language shall be construed consistently with the terms of this Contract. 8.15 COUNTERPARTS SE11 This Contract may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall together constitute but one and the same Contract. If the Contract is not executed by the GLO within thirty (30) days of execution by the other party, this Contract shall be null and void. In the sole discretion of the GLO, Work Orders Page 22 of 25 issued, if any, may be executed by the parties in counterparts exchanged by electronic mail. IE_P,' 8.16 THIRD -PARTY BENEFICIARY SEPl The Parties agree that the GLO, as the administrator of the CDBG-DR program, is a arty beneficiary beneficiary to this Contract and that the GLO shall have the right to enforce any provision of this Contract. Provided, however, that GLO shall only enforce a provision Contract after notifying the Parties, in writing, of a potential breach or default of the Contract and allowing the Provider sixty (60) days to cure the breach or default. Venue of any suit under this Section 8.17 shall be in a court of competent jurisdiction in Travis County, Texas. Provider irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniences, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO. sEP� 8.17 PROPER AUTHORITY !SEP; Each party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. Provider acknowledges that this Contract is effective for the period of time specified in the Contract. Any services performed by Provider before this Contract is effective or after it ceases to be effective are performed at the sole risk of Provider. SIGNATURE PAGE FOLLOWS sEP+ Page 23 of 25 COUNTY F ichard Meyer Calhoun County Date: kl�— KSBR, LLC. a1"elVers Principal Date: � 2f� Page 24 of 25 Attachments: Attachment A — Performance Statement Attachment B — Federal Assurances and Certifications Attachment C — General Affirmations Attachment D — Nonexclusive List of Applicable Laws, Rules, and Regulations Attachment E — Required Insurance Page 25 of 25 Attachment A — Provider's Scope of Work Grant Administration Services —General (a) Administrative Duties: i. Coordinate, as necessary, between subrecipient and any other appropriate service providers (i.e. Engineer, Environmental, etc.), contractor, subcontractor and GLO to effectuate the services requested. ii. May assist in public hearings. iii. Will work with GLO's system of record. iv. Provide monthly project status updates. v. Funding release will be based on deliverables identified in the contract. vi. Labor and procurement duties: a) Provide all Labor Standards Officer (LSO) Services. b) Ensure compliance with all relevant labor standards regulations. c) Ensure compliance with procurement regulations and policies. d) Maintain document files to support compliance. vii. Financial duties: a) Prepare and submit all required reports (Section 3, Financial Interest, b) Assist subrecipient with the procurement of audit services. c) Assist subrecipient in establishing and maintaining a bank account for disaster recovery funds. d) Implementation and coordination of Affirmatively Furthering Fair Housing ("AFFH") requirements as directed by HUD and the GLO. e) Implementation and coordination of Section 504 requirements. )Program compliance. g) Ensure that fraud prevention and abuse practices are in place and being implemented. h) Prepare and submit all closeout documents. i) Submit all invoices no later than 60 days after the expiration of the contract. All outstanding funds may be swept after 60 days. The provider may request an extension of this requirement in writing. j) Assist in preparation of contract revisions and supporting documents including but not limited to: • Amendments/modifications, • Change orders. (b) Construction Management i. The provider will assist the subrecipient in submitting/setting up project applications in the GLO's system of record. ii. The provider may compile and collate complete contract/bid packages that meet GLO program requirements. The packages will contain supporting documentation that meets or exceeds the requirements of the GLO's program. If applications do not have the necessary forms, the provider may assist the subrecipient by coordinating to acquire the necessary documentation. iii. The provider may monitor, report, and evaluate contractor's performance; notify the subrecipient if the contractor(s) fails to meet established scheduled milestones. Receive, review, recommend, and process any change orders as appropriate to the individual projects. iv. The provider may assist the subrecipient with project Activity Draws/Close Out. v. The provider may assist the subrecipient by submitting all the necessary documentation for draws and to close a project activity in the GLO's system of record. The provider will compile, review for completeness, and collate complete contract/closeout packages that meet GLO program requirements for draw requests. If applications do not have the necessary forms, the provider may assist the subrecipient by coordinating to acquire the necessary documentation. vi. The provider may assist the subrecipient in developing Architectural and Engineering plans with guidance from the GLO. vii. Reassignment scope alignment (if necessary). Grant Administration Services —Infrastructure a) Administrative Duties: i. Ensure program compliance including all CDBG-DR requirements and all part's therein, current Federal Register, etc. ii. Assist subrecipient in establishing and maintaining financial processes. iii. Obtain and maintain copies of the subrecipient's most current contract including all related change requests, revisions and attachments. iv. Establish and maintain record keeping systems. v. Assist subrecipient with resolving monitoring and audit findings. vi. Serve as monitoring liaison. vii. Assist subrecipient with resolving third party claims. viii. Report suspected fraud to the GLO. ix. Submit timely responses to the GLO requests for additional information. x. Complete draw request forms and supporting documents. xi. Facilitate outreach efforts, application intake, and eligibility review. xii. Perform any other administrative duty required to deliver the project. dii. Utilize and assist with GLO's system of record to complete milestones, submit documentation, reports, draws, change requests, etc. xiv. Submit change requests and all required documentation related to any change requests. (b) Acquisition Duties: i. Submit acquisition reports and related documents. ii. Establish acquisition files (if necessary) iii. Complete acquisition activities (c) Environmental Services i. Assist in detailed scope of services a) Review each project description to ascertain and/or verify the level of environmental review required: Exempt, Categorical Exclusion not Subject to 58.5, Categorical Exclusion Subject to 58.5, Environmental Assessment, and Environmental Impact Statements; b) Prepare, complete and submit HUD required forms for environmental review and provide all documentation to support environmental findings; c) Consult and coordinate with oversight/regulatory agencies to facilitate environmental clearance; d) Be able to perform or contract special studies, additional assessments, or permitting to secure environmental clearance. These may include, but are not limited to biological assessments, wetland delineations, asbestos surveys, lead -based paint assessments, archeology studies, architectural reviews, Phase I & H ESAs, USACE permits, etc.; e) Prepare all responses to comments received during comment phase of the environmental review, including State/Federal Agency requiring further studies and/or comments from public or private entities during public comment period; f) Maintain close coordination with local officials, project engineer and other members of the project team to assure appropriate level of environmental review is performed and no work is conducted without authorization; g) Complete and submit the environmental review into GLO's system of record; h) At least one site visit to project location and completion of a field observation report i) Prepare and submit for publication all public notices including, but not limited to the Notice of Finding of No Significant Impact (FONSI), Request for Release of Funds floodplain/wetland early and final notices in required order and sequence; j) Provide documentation of clearance for Parties Known to be Interested as required by 24 CFR 58.43; k) Process environmental review and clearance in accordance with NEPA; I) Advise and complete environmental re- evaluations per 24 CFR 58.47 when evidence of further clearance or assessment is required; m) Prepare and submit Monthly Status Report; and n) Participate in regularly scheduled progress meetings. The below information is the County's Performance Statement from the GLO. This is included for reference as to the projects the Provider (KSBR, LLC) will assist the County in carrying out. The header contains the GLO contract number provided to the County as a reference. DocuSign Envelope ID: E58B241E-72654415-A7P7-097E49A47B73 Attachment GLO Contract No. 20-065-064-C182 Page 1 of 5 CALHOUN COUNTY 20-065-064-C182 PERFORMANCE STATEMENT Hurricane Harvey caused damage throughout Calhoun County (Subrecipient). Heavy rainfall and high winds caused flooding and damage to homes, streets, and public facilities. Undersized culverts and inadequate drainage facilities throughout the county prohibited stormwater from draining effectively. This inundated the drainage system and threatened public health, safety, and welfare. Subrecipient will conduct drainage and public facilities Infrastructure improvements to facilitate proper stormwater conveyance to reduce the impact of future flooding and ensure emergency response systems are fully operational during emergency situations. Subrecipient shall perform the Activities identified herein for the target area specified in its approved Texas Community Development Block Grant Disaster Recovery Supplemental Grant Application to aid areas most impacted by Hurricane Harvey. The persons to benefit from the Activities described herein must receive the prescribed service or benefit, and all eligibility requirements must be met to fulfill contractual obligations. The grant total is $5,936,548.00. Subrecipient will be required to maintain a detailed Budget breakdown in the official system of record of the GLO's Community Development and Revitalization division (GLO-CDR). Flood and Drainage Facilities Subrecipient shall install culverts and end treatments, excavate ditches, and complete associated annnrtennncac Constrnctinn ahnll take nlace nt the following locations within the county. Proposed Flood and Location HUD Census Block Drainage Approximate Lat/Long Performance Tract Group Facilities Measures Upstream on SH-185 mid - Drainage Ditch way between White Rd. and Channel 1.5 Morales Road to 3.21 miles 18,600 LF 0005,00 2 Miles west of to the south Lane Road 28.399271,-96,622587 Intersection of Wittnebert Rd. and Carabajal Rd. to Drainage approx. 2,300 LF southwest 27400 LF 0005.00 2 Basin of start point 28.403966,-96,618509 These Activities shall benefit one hundred eighty (180) persons. Of these persons, one hundred fifteen (115), or sixty-three and eighty-nine hundredths percent (63.89%), are of low to moderate income. DocuSign Envelope ID: E58B241 E-7265-4415-A7F7-097E19A47B73 Attachment A GLO Contract No. 20-065-064-082 Page 2 of 5 Flood and Drainage Facilities Subrecipient shall install storm sewer outfalls, culverts, and end treatments; excavate ditches; and complete associated appurtenances. Construction shall take place at the following locations within the county. Proposed Flood and Location HUD Census Block Drainage Approximate Lat/Long Performance Tract Group Facilities Measures Alamo Beach Area between Cox Street Drainage Area and San Jacinto Street I I,000 LF 0004,00 1 1 28,5700705-96.566364 Alamo Beach Area between San Jacinto Drainage Area Street and Fannin Street I I,000 LF 0004,00 1 2 28.572885,-96,567686 Alamo Beach Area between Lee Street and Drainage Area E. Sunrise Street 2,975 LF 0004,00 1 3 28.575191,-96,566273 Alamo Beach Area between Fannin Street Drainage Area and E. Skyview Avenue 7,200 LF 0004,00 1 4 28.576220,-96,568050 Alamo Beach Area between E. Skyview Drainage Area Avenue and Sunset Avenue 8,700 LF 0004.00 1 5 28,5783901-96,568508 Alamo Beach Area between E. Skyview Drainage Area Avenue and Travis Street 6,700 LF 0004,00 1 6 28,580839,-96,568466 Alamo Beach Area between W. Kruse Drainage Area Street to Carrigan Avenue 9,300 LF 0004,00 1 7 1 28.582579,-96.573338 These Activities shall benefit two thousand two hundred forty (2,240) persons. Of these persons, one thousand two hundred sixty-five (1,265), or fifty-six and forty-seven hundredths percent 56.47% , are of low to moderate income. DocuSign Envelope In E586241 E-7265-4415-A7F7-097E19A47B73 Attachment A GLO Contract No. 20-065-064-C782 Page 3 of 5 Fire Protection Facilities and Equipment Subrecipient shall demolish and dispose of the existing Magnolia Beach Fire Station, construct a new fire station and new ADA-compliant parking lot, install a generator, and complete associated annurtenances. Construction shall take place at the followine locations within the county. Proposed Public Location HUD Census Block Facilities Approximate Lat/Long Performance Tract Group Measures Magnolia 873 Margie Tewmey Road #1 One (1) Public 0002.00 2,4 Beach Fire Port Lavaca, Texas Facility 0004.00 1,2 Station 28.55982,-96.54321 These Activities shall benefit six thousand eight hundred ninety-five (6,895) persons. Of these persons, three thousand five hundred thirty (3,530), or fifty-one and twenty hundredths percent 51.20%), are of low to moderate income. Parks Playgrounds and Other Recreational Facilities Subrecipient shall furnish and install covered picnic areas, new parking facilities, playground equipment, lighted ADA-compliant walking paths, a drinking fountain, landscaping and trees, and a road bridge and pedestrian bridge; rebuild a fishing pier; and complete associated appurtenances. Construction shall take place at the followin¢ location within the county. Proposed Public Location HUD Census Block Facilities Approximate Lat/Long Performance Tract Group Measures Little Locations throughout the Park One (1) Public 0002,00 2,4 Chocolate 28.598288,-96,638933 Facility 0004.00 1 Bay Park These Activities shall benefit five thousand two hundred eighty (5,280) persons. Of these persons, two thousand eight hundred eighty-five (2,885), or fifty-four and sixty-four hundredths percent (54.64%), are of low to moderate income. DocuSign Envelope ID: E58B241E-7265A415-A7F7-097E19A47B73 Attachment A GLO Contract No, 20-065-064-C182 Page 4 of 5 pecially Authorized Public Facilities and Improvements Subrecipient shall install a specialized repeater system at the county's Radio Towers, install equipment at the command and control center, and complete associated appurtenances. Construction shall take place at the following locations within the county. Proposed Location HUD Census Block Public Facilities Approximate Lat/Long Performance Tract Group Measures 0001,00 1,2,3 Calhoun County 211 S. Ann Street 0002.00 1,2,3,4 Courthouse Port Lavaca, Texas One (1) Public 0003,00 1,2 Facility Control Center 28.612818,-96.626118 0004,00 1,2,3,4 0005.00 1,2,3,4 0001,00 1,2,3 484 Airline Drive 0002,00 11213,4 Port Lavaca Radio Port Lavaca, Texas One (1) Public 0003,00 1,2 Tower 28.59793,-96,64917 Facility 0004.00 19213,4 0005,00 1,2,3,4 0001,00 1,2,3 3220 W. Harrison Avenue 0002,00 1,2,3,4 Port O'Connor port O'Connor, Texas One (1) Public 0003.00 1,2 Radio Tower Facility 28.43836,-96,44861 0004,00 112,3,4 0005,00 1,2,3,4 0001,00 1,253 7501 SH 185 North 0002.00 1,2,3,4 Union Carbide Seadrift, Texas One (1) Public 0003,00 1,2 Radio Tower Facility 28.415740,-96,713147 0004,00 1,2,354 0005,00 1,2,3,4 These Activities shall benefit twenty-one thousand four hundred five (21,405) persons. Of these persons, eight thousand nine hundred ninety (8,990), or forty-two percent (42%), are of low to moderate income. These Activities will meet the Urgent Need National Objective, BUDGET HUD Activi T e Grant Award Other Funds Total Rehabilitation/Reconstruction of Public Improvements $2,208,593.00 $0.00 $2208,593.00 Rehabilitation/Reconstruction of Public Facilities - LMI $2,138,266.50 $0.00 $2,138,266.50 Rehabilitation/Reconstruction of Public Facilities — UN $1,589,688.50 $0.00 $1,5,89,688.50 %TOTAL $5,936154&00 $0.00 $51936,548.00 '+ DocuSign Envelope ID: E58B241E-72654415-A7F7-097E19A47B73 Attachment A GLO Contract No, 20-065-064-CI82 Page 5 of 5 MILESTONES Not -To -Exceed Draw Percentages Milestones Construction Engineering Grant Special Environmental Acquisition' Funds Funds ` Administration Environmental ' Funds Funds Funds Funds Project Kick -Off Meeting and Start-up 15% Documentation Engineering Contract Executed 30 Environmental Contract Executed 30% 100% Design Approval 60% Special Environmental 100% Report Approvat Authority to Use 50 % 100 Grant Funds Acquisition Start 100% Bid Advertisement 70% 60% Construction Notice 85% 85% 85% to Proceed As -Built Plans/ COCC/FWCR 100% 100% 95% Grant Completion Report Approval 100 DocuSign Envelope ID: E58B241E-72654415-A7F7-097E19A47B73 Attachment B GLO Contract No. 20-065-064-0182 Page 1 of 5 ASSURANCES - CONSTRUCTION PROGRAMS OMB Approval No. 4040-0009 Expiration Date: 02/28/2022 Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewi instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0042), Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the Awarding Agency. Further, certain Federal assistance awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: i. Has the legal authority to apply for Federal assistance, and 8. Will comply with the Intergovernmental Personnel Act of the institutional, managerial and financial capability 1970 (42 U.S.C. §§4728-4763) relating to prescribed (including funds sufficient to pay the non -Federal share of standards for merit systems for programs funded under one project costs) to ensure proper planning, management and of the 19 statutes or regulations specified in Appendix A of completion of the project described in this application. OPM's Standards for a Merit System of Personnel Administration (5 C.F.R. 900, Subpart F). 2. Will give the awarding agency, the Comptroller General of the United States and, if appropriate, the State, the right to examine all records, books, papers, or documents related to the assistance; and will establish proper accounting system in accordance with generally accepted accounting standards or agency directives. 3. Will not dispose of, modify the use of, or change the terms of the real property title, or other interest in the site and facilities without permission and instructions from the awarding agency. Will record the Federal awarding agency directives and will include a covenant in the title of real property acquired in whole or in part with Federal assistance funds to assure non-discrimination during the useful life of the project. 4. Will comply with the requirements of the assistance awarding agency with regard to the drafting, review and approval of construction plans and specifications. 5. Will provide and maintain competent and adequate engineering supervision at the construction site to ensure that the complete work conforms with the approved plans and specifications and will furnish progress reports and such other information as may be required by the assistance awarding agency or State. 6, Will initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency. 7. Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain. 9. 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 residence structures. 10. Will comply with all Federal statutes relating to non-discrimination. 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; (d) the Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101-6107), which prohibits discrimination on the basis of age; (a) the Drug Abuse Office and Treatment Actof1972 (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 nondiscrimination on the basis of alcohol abuse or alcoholism; (g) §§523 and 527 of the Public 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 non-discrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and, Q) the requirements of any other nondiscrimination statute(s) which may apply to the application. Standard Form 424D (Rev.7-97) Previous Edition Usable Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID: E58B241 E-72654415-A7F7-097E19A471373 Attachment B GLO Contract No. 204165-064-C182 Page 2 of 5 11. Will comply, or has already complied, with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies 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 and federally -assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases. 12. Will comply with the provisions of the Hatch Act (5 U.S.C. §§1501-1508 and 7324-7328) which limit the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. 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 at seq.); (g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended F.L. 93-523); and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93- 205). 16. 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. 13. Will comply, as applicable, with the provisions of the Davis- 17. Will assist the awarding agency in assuring compliance with Bacon Act (40 U.S.C. §§276a to 276a-7), the Copeland Act Section 106 of the National Historic Preservation Act of (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract 1966, as amended (16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act (40 U.S.C. (identification and protection of historic properties), and the §§327-333) regarding labor standards for federally -assisted Archaeological and Historic Preservation Act of 1974 (16 construction subagreements. U.S.C. §§469a-1 at seq.). 14. Will comply with flood insurance purchase requirements of 18. Will cause to be performed the required financial and Section 102(a) of the Flood Disaster Protection Act of 1973 compliance audits in accordance with the Single Audit Act (P.L. 93-234) which requires recipients in a special flood Amendments of 1996 and OMB Circular No. A-133, "Audits hazard area to participate in the program and to purchase of States, Local Governments, and Non -Profit flood insurance if the total cost of insurable construction Organizations." and acquisition is $10,000 or more. 15. 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 (ED) 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 at seq.); (f) conformity of 19. Will comply with all applicable requirements of all other Federal laws, executive orders, regulatid li cons, anpocies governing this program. 20. Will comply with the requirements of Section 106(g) of the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 U.S.C. 7104) which prohibits grant award recipients or a sub -recipient from (1) Engaging in severe forms of trafficking in persons during the period of time that the award is in effect (2) Procuring a commercial sex act during the period of time that the award is in effect or (3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE APPLICANT ORGANIZATION DATE SUBMITTED b raznu trcev. r-art Waco THIS FORM MUST RE EXECUTED DocuSign Envelope ID: E58B241E-72654415-A7F7-097E19A47B73 Attachment B GLO Contract No. 20-065-064-CI82 Page 3 of 5 CERTIFICATION REGARDING LOBBYING COMPLIANT WITH APPENDIX A TO 24 C.F.R. PART 871 Certication for Contracts, Grants, Loans, and Cooperative tlgreements: The undersigned certifies, to the best of his or her knowledge and belief, that: (i) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, can, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Statement for Loan Cnearantees and Loan Insurance: The undersigned states, to the best of his or her knowledge and belief that If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions, Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. As the duly authorized representative of the applicant, I hereby certify that the applicant will comply with the above applicable certii'ication. NAME OF APPLICANT AWARD NUMBER AND/OR PROJECT NAME Calhoun County 20-065-064-CI82 PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE _SIGNATURE DATE _ 1 24 C.F.R. 87 App. A, available at Itti rs:/hvww,Kno,gov/fdsys/eranute/CFR=2011-fittc24-volt/CFR-2011-title2�-y_oli- part87-appA. Published Apr. 1, 2011. Accessed Aug. I, 2018. DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment C GLO Contract No. 20-065-064-CI82 Page I of 8 General Affirmations To the extent they apply, Subrecipient affirms and agrees to the following, without exception: Subrecipient represents and wanants that, in accordance with Section 2155.005 of the Texas Government Code, neither Subrecipient nor the firm, corporation, partnership, or institution represented by Subrecipient, or anyone acting for such a firm, corporation, partnership, or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws, or (2) communicated directly or indirectly the contents of this Contract or any solicitation response upon which this Contract is based to any competitor or any other person engaged in the same line of business as Subrecipient. 2. If the Contract is for services, Subrecipient shall comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts. 3. Under Section 231.006 of the Family Code, the vendor or applicant [Subrecipient] certifies that the individual or business entity named in this Contract, bid or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. 4. A bid or an application for a contract, grant, or loan paid from state funds must include the name and social security number of the individual or sole proprietor and each partner, shareholder, or owner with an ownership interest of at least 25 percent of the business entity submitting the bid or application. Subrecipient certifies it has submitted this information to the GLO. 5. If the Contract is for the purchase or lease of computer equipment, as defined by Texas Health and Safety Code Section 361.952(2), Subrecipient certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code, related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in Title 30 Texas Administrative Code Chapter 328. 6. Pursuant to Section 2155.003 of the Texas Government Code, Subrecipient represents and warrants that it has not given, offered to give, nor intends 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 Contract. 7. Payments due under the Contract shall be directly applied towards eliminating any debt or delinquency Subrecipient owes to the State of Texas including, but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support. 8. Upon request of the GLO, Subrecipient shall provide copies of its most recent business continuity and disaster recovery plans. DocuSign Envelope to: E58B241E-72654415-A7F7-097E19A47B73 Attachment C GLO Contract No. 20-065-064-C182 Page 2 of 8 9. If the Contract is for consulting services governed by Texas Government Code Chapter 2254, Subchapter B, in accordance with Section 2254.033 of the Texas Government Code, relating to consulting services, Subrecipient certifies that it does not employ an individual who has been employed by The GLO or another agency at any time during the two years preceding the Subrecipient's submission of its offer to provide consulting services to the GLO or, in the alternative, Subrecipient, in its offer to provide consulting services to the GLO, disclosed the following: (i) the nature of the previous employment with the GLO or other state agency; (ii) the date the employment was terminated; and (iii) the annual rate of compensation for the employment at the time of its termination. l0.If the Contract is not for uchitecture, engineering, or construction services, except as otherwise provided by statute, rule, or regulation, Subrecipient must use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve any dispute arising under the Contract. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO. 11. If the Contract is for architecture, engineering, or construction services, subject to Texas Government Code, Section 2260.002 and Texas Civil Practice and Remedies Code Chapter 114, and except as otherwise provided by statute, rule, or regulation, Subrecipient shall use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve all disputes arising under this Contract. Except as otherwise provided by statute, rule, or regulation, in accordance with the Texas Civil Practice and Remedies Code, Section 114.005, claims encompassed by Texas Government Code, Section 2260.002(3) and Texas Civil Practice and Remedies Code Section 114.002 shall be governed by the dispute resolution process set forth below in subsections (a)-(d). NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO. a. Notwithstanding Texas Government Code, Chapter 2260.002(3) and Chapter 114.012 and any other statute or applicable law, if the Subrecipient's claim for breach of contract cannot be resolved by the parties in the ordinary course of business, Subrecipient may make a claim against the GLO for breach of contract and the GLO may assert a counterclaim against the Subrecipient as is contemplated by Texas Government Code, Chapter 2260, Subchapter B. In such event, Subrecipient must provide written notice to the GLO of a claim for breach of the Contract not later than the 180th day after the date of the event giving rise to the claim. The notice must state with particularity: (1) the nature of the alleged breach; (2) the amount the Subrecipient seeks as damages; and (3) the legal theory of recovery. b. The chief administrative officer, or if designated in the Contract, another officer of the GLO, shall examine the claim and any counterclaim and negotiate with the Subrecipient in an effort to resolve them. The negotiation must begin no later than the 120th day after the date the claim is received, as is contemplated by Texas Government Code, Chapter 2260, Section 2260.052, c. If the negotiation under paragraph (b) above results in the resolution of some disputed issues by agreement or in a settlement, the parties shall reduce the agreement or DocuSign Envelope ID: E588241E-72654415-A7E7-097E19A47B73 Attachment C GI.O Contract No. 20-065-064-C182 Page 3 of 8 settlement to writing and each party sliall sign the agreement or settlement. A partial settlement or resolution of a claim does not waive a party's rights under this Contract as to the parts of the claim that are not resolved. d. If a claim is not entirely resolved under paragraph (b) above, on or before the 270th day after the date the claim is filed with the GLO, unless the parties agree in writing to an extension of time, the parties may agree to mediate a claim made under this dispute resolution procedure. This dispute resolution procedure is the Subrecipient's sole and exclusive process for seeking a remedy for an alleged breach of contract by the GLO if the parties are unable to resolve their disputes as described in this section. e. Nothing in the Contract shall be construed as a waiver of the state's or the GLO's sovereign immunity. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas under this Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies or immunities or be considered as a basis for estoppel. The GLO does not waive any privileges, rights, defenses, or immunities available to it by entering into this Contract or by its conduct, or by the conduct of any representative of the GLO, prior to or subsequent to entering into this Contract. f. Except as otherwise provided by statute, rule, or regulation, compliance with the dispute resolution process provided for in Texas Government Code, Chapter 2260, subchapter B and incorporated by reference in subsection (a)-(d) above is a condition precedent to the Subrecipient: (1) filing suit pursuant to Chapter 114 of the Civil Practices and Remedies Code; or (2) initiating a contested case hearing pursuant to Subchapter C of Chapter 2260 of the Texas Government Code. 12.If Texas Government Code Chapter 2270 prohibiting state contracts with companies boycotting Israel applies to Subrecipient and this Contract, then Subrecipient verifies it does not boycott Israel and will not boycott Israel during the term of this Contract. 13.`This Contract is contingent upon the continued availability of lawful appropriations by the Texas Legislature. Subrecipient understands that all obligations of the GLO under this Contract are subject to the availability of state funds. If such funds are not appropriated or become unavailable, the GLO may terminate the Contract. The Contract shall not be construed as creating a debt on behalf of the GLO in violation of Article III, Section 49a of the Texas Constitution. 14. Subrecipient certifies that it is not listed on the federal government's terrorism watch list as described in Executive Order 13224, 15. In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Subrecipient certifies that it is not (1) the executive head of the GLO, (2) a person who at any time during the four years before the effective date DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment C GI.O Contract No. 20-065-064-CI82 Page 4 of 8 of the Contract was the executive head of the GLO, or (3) a person who employs a current or former executive head of the GLO. 16. Subrecipient represents and warrants that all statements and information prepared and submitted in connection with this Contract are current, complete, true, and accurate. Submitting a false statement or making a material misrepresentation during the performance of this Contract is a material breach of contract and may void the Contract or be grounds for its termination. 17. Pursuant to Section 2155.004(a) of the Texas Government Code, Subrecipient certifies that neither Subrecipient nor any person or entity represented by Subrecipient has received compensation from the GLO to participate in the preparation of the specifications or solicitation on which this Contract is based. Under Section 2155.004(b) of the Texas Government Code, Subrecipient certifies that the individual or business entity named in this Contract is not ineligible to receive the specified contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate. This Section does not prohibit Subrecipient from providing free technical assistance. 18. Subrecipient represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code. 19. If the Contract is for professional or consulting services governed by Texas Government Code Chapter 2254, Subrecipient represents and warrants that none of its employees including, but not limited to, those authorized to provide services under the Contract, were former employees of the GLO during the twelve (12) month period immediately prior to the date of execution of the Contract. 20. The Contract shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Contract is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the GLO. 21, IF THE CONTRACT IS NOT FOR ARCHITECTURE OR ENGINEERING SERVICES GOVERNED BY TEXAS GOVERNMENT CODE CHAPTER 2254, SUBRECIPIENT, TO THE EXTENT ALLOWED BY LAW, SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND THE GLO, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF, OR RESULTING FROM ANY ACTS OR OMISSIONS OF SUBRECIPIENT OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT, THE DEFENSE SHALL BE COORDINATED BY DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment C CLO Contract No. 20-065-064-CISZ Page 5 of 8 SUBRECIPIENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND SUBRECIPIENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL SUBRECIPIENT AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM, 22.IF THE CONTRACT IS FOR ARCHITECTURE OR ENGINEERING SERVICES GOVERNED BY TEXAS GOVERNMENT CODE CHAPTER 2254, SUBRECIPIENT, TO THE EXTENT ALLOWED BY LAW, SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND THE GLO, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED DAMAGES, COSTS, ATTORNEY FEES, AND EXPENSES TO THE EXTENT CAUSED BY, ARISING OUT OF, OR RESULTING FROM ANY ACTS OF NEGLIGENCE, INTENTIONAL TORTS, WILLFUL MISCONDUCT, PERSONAL INJURY OR DAMAGE TO PROPERTY, AND/OR OTHERWISE RELATED TO SUBRECIPIENT'S PERFORMANCE, AND/OR FAILURES TO PAY A SUBCONTRACTOR OR SUPPLIER BY THE SUBRECIPIENT OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, CONSULTANTS UNDER CONTRACT TO SUBRECIPIENT, OR ANY OTHER ENTITY OVER WHICH THE CONTRACTOR EXERCISES CONTROL, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT, THE DEFENSE SHALL BE COORDINATED BY SUBRECIPIENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND SUBRECIPIENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. SUBRECIPIENT AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. 23. TO THE EXTENT ALLOWED BY LAW, SUBRECIPIENT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF SUBRECIPIENT PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) THE GLO'S AND/OR SUBRECIPIENT'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY SUBRECIPIENT OR OTHERWISE TO WHICH THE GLO HAS ACCESS AS A RESULT OF SUBRECIPIENT'S PERFORMANCE UNDER THE CONTRACT. SUBRECIPIENT AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. SUBRECIPIENT SHALL BE LIABLE TO PAY ALL COSTS OF DocuSign Envelope to: E58B241E-72654415-A7F7-097E19A47B73 Attachment C GLO Contract No. 20-065-064-CI82 Page 6 of 8 DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY SUBRECIPIENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND SUBRECIPIENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG, IN ADDITION, SUBRECIPIENT WILL REIMBURSE THE GLO 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 GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF SUBRECIPIENT OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND SUBRECIPIENT WILL PAY ALL REASONABLE COSTS OF THE GLWS COUNSEL. 24. Subrecipient has disclosed in writing to the GLO all existing or potential conflicts of interest relative to the performance of the Contract. 25. Sections 2155.006 and 2261.053 of the Texas Government Code prohibit state agencies from accepting a solicitation response or awarding a contract that includes proposed financial participation by a 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, Subrecipient certifies that the individual or business entity named in this Contract is not ineligible to receive the specified contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 26. Subrecipient understands that the GLO will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material related to this Contract may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Subrecipient shall make any information created or exchanged with the State/GLO pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State or the GLO. 27. The person executing this Contract certifies that he/she is duly authorized to execute this Contract on his/her own behalf or on behalf of Subrecipient and legally empowered to contractually bind Subrecipient to the terms and conditions of the Contract and related documents. 28. If the Contract is for architectural or engineering services, pursuant to Section 2254.0031 of the Texas Government Code, which incorporates by reference Section 271.904(d) of the Texas Local Government Code, Subrecipient shall perform services (1) with professional DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47673 Attachment C Gr,O Contract No. 20-065-064-C1S2 Page 7 of 8 skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license, and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 29. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract. The acceptance of fiords directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Subrecipient shall ensure that this paragraph concerning the authority to audit funds received indirectly by subcontractors through the Contract and the requirement to cooperate is included in any subcontract it awards. The GLO may unilaterally amend the Contract to comply with any rules and procedures of the state auditor in the implementation and enforcement of Section 2262.154 of the Texas Government Code, 30. Subrecipient certifies that neither it nor its principals are debarred, suspended, proposed for debarment, declared ineligible, or otherwise excluded from participation in the Contract by any state or federal agency. 31. Subrecipient expressly acknowledges that state fiords may not be expended in connection with the purchase of an automated information system unless that system meets certain statutory requirements relating to accessibility by persons with visual impairments. Accordingly, Subrecipient represents and warrants to the GLO that any technology provided to the GLO for purchase pursuant to this Contract is capable, either by virtue of features included within the technology or because it is readily adaptable by use with other technology, of. providing equivalent access for effective use by both visual and non -visual means; presenting information, including prompts used for interactive communications, in formats intended for non -visual use; and being integrated into networks for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired. For purposes of this Section, the phrase "equivalent access" means a substantially similar ability to communicate with or make use of the technology, either directly by features incorporated within the technology or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Americans With Disabilities Act or similar state or federal laws. Examples of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical displays, and customizable display appearance. 32. If the Contract is for the purchase or lease of covered television equipment, as defined by Section 361.971(3) of the Texas Health and Safety Code, Subrecipient certifies its compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code, related to the Television Equipment Recycling Program. DocuSign Envelope In E58B241 E-72654415-A7F7-097E19A471373 Attachment C GLO Contract No. 20465-064-C182 Page 8 of 8 3I Pursuant to Section 572.069 of the Texas Government Code, Subrecipient certifies it has not employed and will not employ a former state officer or employee who participated in a procurement or contract negotiations for the GLO involving Subrecipient within two (2) years after the date that the contract is signed or the procurement is terminated or withdrawn. This certification only applies to former state officers or employees whose state service or employment ceased on or after September 1, 2015. 34. The GLO does not tolerate any type of fraud. GLO policy promotes consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Subrecipient shall report any possible fraud, waste, or abuse that occurs in connection with the Contract to the GLO's Fraud Reporting hotline at (877) 888-0002. 35. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and Subrecipient agrees that the Contract can be terminated if Subrecipient knowingly or intentionally fails to comply with a requirement of that subchapter. 36. If Subrecipient, in its performance of the Contract, has access to a state computer system or database, Subrecipient must complete a cybersecurity training program certified under Texas Government Code Section 2054.519, as selected by the GLO. Subrecipient must complete the cybersecurity training program during the initial term of the Contract and during any renewal period. Subrecipient must verify in writing to the GLO its completion of the cybersecurity training program. 37. Under Section 2155.0061, Texas Government Code, Subrecipient certifies that the entity named in this contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate. DocuSign Envelope to: E58B241 E-7265A415-A7F7-097E19A47673 Attachment D GLO Contract No.20-065-064-C182 Page 1 of 4 NONEXCLUSIVE LIST OF APPLICABLE LAWS, RULES, AND REGULATIONS If applicable to the Project, Provider must be in compliance with the following laws, rules, and regulations; and any other state, federal, or local laws, Hiles, and regulations as may become applicable throughout the term of the Contract, and Provider acknowledges that this list may not include all such applicable laws, rules, and regulations. Provider is deemed to have read and understands the requirements of each of the following, if applicable to the Project under this Contract: GENERALLY The Acts and Regulations specified in this Contract; Continuing Appropriations Act, 2018 and Supplemental Appropriations for Disaster Relief Requirements Act, 2017 (Public Law 115-56); The Housing and Community Development Act of 1974 (12 U.S.C. § 5301 et seq.); The United States Housing Act of 1937, as amended, 42 U.S.C. § 1437f(o)(13) (2016) and related provisions governing Public Housing Authority project -based assistance, and implementing regulations at 24 C.F.R. Part 983 (2016); Cash Management Improvement Act regulations (31 C.F.R. Part 205); Community Development Block Grants (24 C.F.R. Part 570); Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 C.F.R. Part 200); Disaster Recovery Implementation Manual; and State of Texas Plan for Disaster Recovery: Hurricane Harvey — Round 1, dated April 6, 2018, as amended. CIVIL RIGHTS Title VI of the Civil Rights Act of 1964, (42 U.S.C. § 2000d et seq.); 24 C.F.R. Part 1, "Nondiscrimination in Federally Assisted Programs of the Department of Housing and Urban Development - Effectuation of Title VI of the Civil Rights Act of 1964'; Title VII of the Civil Rights Act of 1964, as amended by the Equal Employment Opportunity Act of 1972 (42 U.S.C. § 2000e, et seq.); Title VIII of the Civil Rights Act of 1968, "The Fair Housing Act of 1968" (42 U.S.C. § 3601, et seq.), as amended; Executive Order 11063, as amended by Executive Order 12259, and 24 C.F.R. Part 107, "Nondiscrimination and Equal Opportunity in Housing under Executive Order 11063"; The failure or refusal of Provider to comply with the requirements of Executive Order 11063 or 24 C.F.R. Part 107 shall be a proper basis for the imposition of sanctions specified in 24 C.F.R. 107.60; The Age Discrimination Act of 1975 (42 U.S.C. § 6 10 1, et seq.); and Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794.) and "Nondiscrimination Based on Handicap in Federally -Assisted Programs and Activities of the Department of Housing and Urban Development", 24 C.F.R. Part 8. By signing this Contract, Provider understands and agrees that the activities funded shall be performed in accordance with DocuSign Envelope ID: E58B241E-7265A415-A7F7-097E19A47B73 Attachment D GLO Contract No. 20-065-064-C182 Page 2 of 4 24 C.F.R. Part 6; and the Architectural Barriers Act of 1968 (42 U.S.C. § 4151, et seq.), including the use of a telecommunications device for deaf persons (TDDs) or equally effective communication system. LABOR STANDARDS The Davis -Bacon Act, as amended (originally, 40 U.S.C. §§ 276a-276a-5 and re -codified at 40 U.S.C. §§ 3141-3148); 29 C.F.R. Part 5; The Copeland "Anti -Kickback" Act (originally, 18 U.S.C. § 874 and re -codified at 40 U.S.C. § 3145): 29 C.F.R. Part 3; Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (originally, 40 U.S.C. §§ 327A and 330 and re -codified at 40 U.S.C. §§ 3701-3708); Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (Also Labor Standards Provisions Applicable to Non -construction Contracts Subject to the Contract Work Hours and Safety Standards Act) (29 C.F.R. Part 5); and Federal Executive Order 11246, as amended. EMPLOYMENT OPPORTUNITIES Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u): 24 C.F.R. §§ 135.3(a)(2) and (a)(3); The Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. § 4212); Title DC of the Education Amendments of 1972 (20 U.S.C. §§ 1681-1688); and Federal Executive Order 11246, as amended. GRANT AND AUDIT STANDARDS Single Audit Act Amendments of 1996,31 U.S.C. § 7501; Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 C.F.R. Part 200); Uniform Grant and Contract Management Act (Texas Government Code Chapter 783) and the Uniform Grant Management Standards, issued by Governor's Office of Budget and Planning; and Title 1 Texas Administrative Code § 5.167(c). LEAD -BASED PAINT Section 302 of the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. § 4831(b)). HISTORIC PROPERTIES The National Historic Preservation Act of 1966 as amended (16 U.S.C. § 470, et seq.), particularly sections 106 and 110 (16 U.S.C. §§ 470 and 470h-2), except as provided in §58.17 for Section 17 projects; Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13, 1971 (36 FR 8921), 3 C.F.R., 1971-1975 Comp., p. 559, particularly section 2(c); Federal historic preservation regulations as follows: 36 C.F.R. Part 800 with respect to DocuSign Envelope ID: E58B241E-72654415-A7F7-097E19A47B73 Attachment GLO Contract No. 20-065-064-082 Page 3 of 4 HUD programs; and The Reservoir Salvage Act of 1960, as amended by the Archeological and Historic Preservation Act of 1974 (16 U.S.C. § 469, et seq), particularly section 3 (16 U.S.C. § 469a-1). ENVIRONMENTAL LAW AND AUTHORITIES Environmental Review Procedures for Recipients assuming HUD Environmental Responsibilities (24 C.F.R. Part 58, as amended); National Environmental Policy Act of 1969, as amended (42 U.S.C. §§ 4321-4347); and Council for Environmental Quality Regulations for Implementing NEPA (40 C.F.R. Parts 1500-1508), FLOODPLAIN MANAGEMENT AND WETLAND PROTECTION Executive Order 11988, Floodplain Management, May 24, 1977 (42 FR 26951), 3 C.F.R., 1977 Comp., p. 117, as interpreted in HUD regulations at 24 C.F.R. Part 55, particularly Section 2(a) of the Order (For an explanation of the relationship between the decision - making process in 24 C.F.R. Part 55 and this part, see § 55.10.); and Executive Order 11990, Protection of Wetlands, May 24, 1977 (42 FR 26961), 3 C.F.R., 1977 Comp., p. 121 particularly Sections 2 and 5. COASTAL ZONE MANAGEMENT The Coastal Zone Management Act of 1972 (16 U.S.C. § 1451, et seq.), as amended, particularly sections 307(c) and (d) (16 U.S.C. § 1456(c) and (d)). SOLE SOURCE AQUIFERS The Safe Drinking Water Act of 1974 (42 U.S.C. §§ 201, 300(f), et seq., and 21 U.S.C. § 349) as amended; particularly section 1424(c)(42 U.S.C. § 300h-3(e)); and Sole Source Aquifers (Environmental Protection Agency-40 C.F.R. part 149.). ENDANGERED SPECIES The Endangered Species Act of 1973 (16 U.S.C. § 1531, et seq.) as amended, particularly section 7 (16 U.S.C. § 1536). WILD AND SCENIC RIVERS The Wild and Scenic Rivers Act of 1968 (16 U.S.C. § 1271, et seq.) as amended, particularly sections 7(b) and (c) (16 U.S.C. § 1278(b) and (c)). AIR QUALITY The Clean Air Act (42 U.S.C. § 7401, et seq.) as amended, particularly sections 176(c) and (d) (42 U.S.C. §7506(c) and (d)). Determining Conformity of Federal Actions to State or Federal Implementation Plans (Environmental Protection Agency-40 C.F.R. Parts 6, 51, and 93). FARMLAND PROTECTION Farmland Protection Policy Act of 1981 (7 U.S.C. § 4201, et seq.) particularly sections 1540(b) and 1541 (7 U.S.C. §§ 4201(b) and 4202); and DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment D GLO Contract No. 20-065-064-C182 Page 4 of 4 Farmland Protection Policy (Department of Agriculture-7 C.F.R. part 658). HUD ENVIRONMENTAL STANDARDS Applicable criteria and standards specified in HUD environmental regulations (24 C.F.R. Part 51)(other than the runway clear zone and clear zone notification requirement in 24 C.F.R. § 51.303(a)(3); and HUD Notice 79-33, Policy Guidance to Address the Problems Posed by Toxic Chemicals and Radioactive Materials, September 10, 1979. ENVIRONMENTAL JUSTICE Executive Order 12898 of February 11, 1994—Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, (59 FR 7629), 3 C.F.R., 1994 Comp. p. 859. SUSPENSION AND DEBARMENT Use of debarred, suspended, or ineligible contractors or subrecipients (24 C.F.R. § 570.609); General HUD Program Requirements; Waivers (24 C.F.R. Part 5); and Nonprocurement Suspension and Debarment (2 C.F.R. Part 2424). OTHER REQUIREMENTS Environmental Review Procedures for Entities Assuming HUD Environmental Responsibilities (24 C.F.R. Part 58). ACQUISITION / RELOCATION The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601, et seg.), 24 C.F.R. Part 42, and 24 C.F.R. § 5706606. FAITH -BASED ACTIVITIES Executive Order 13279 of December 12, 2002 -Equal Protection of the Laws for Faith - Based and Community Organizations, (67 FR 77141). REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Commissioners' Court— FEBRUARY 10, 2020 6. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO. 6) To approve the contract with G&W Engineering for engineering services to the CDBG-DR Grant and authorize the County Judge to sign, RESULT: APPROVED [UNANIMOUS] MOVER: Gary Reese, Commissioner Pct 4 SECONDER: Clyde Syma, Commissioner Pct 3 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese Page 4 of 12 PROFESSIONAL ENGINEERING SERVICES FOR NON -HOUSING PROJECTS UNDER THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM WORK ORDER DRIVEN THE County of Calhoun (the "County") and G & W Engineers, Inc., Tax Identification Number 74- 2051265 (the "Provider"), each a "Party" and collectively "the Parties," enter into the following contract for professional engineering services (the "Contract") pursuant to the Professional Services Procurement Act, TEXAS GOVT.CODE 2254 and 2 C.F.R. Part 200. WHEREAS, the County may receive U.S. Department of Housing and Urban Development Community Development Block Grant —Disaster Recovery ("CDBG-DR") funds, administered by the Texas General Land Office ("GLO") for damage sustained from Hurricane Harvey; and WHEREAS, the CDBG-DR program is funded under the Further Additional Supplemental Appropriations for Disaster Relief Requirements Act, 2018 (Division B, Subdivision 1 of the Bipartisan Budget Act of 2018), approved February 9, 2018 (Pub. L. 115-123) (the "Appropriations Act"), and the Supplemental Appropriations for Disaster Relief Requirements, 2017 (Pub. L. 115-56) (the "Prior Appropriation"), NOW, THEREFORE, the Parties agree to the following terms and conditions: I. DEFINITIONS /INTERPRETIVE PROVISIONS /PROJECT DESCRIPTION I.01 DEFINITIONS "Activity" means a defined class of works or services authorized to be accomplished using CDBG-DR grant funds. "Administrative and Audit Regulations" means the regulations included in Title 2, CFR ,Part 200, Chapter 321 of the Texas Government Code; Subchapter F of Chapter 2155 of the Texas Government Code; and the requirements of Article VII herein. With regard to any federal funding, agencies with necessary legal authority include: the relevant federal agency, the Comptroller General, the General Accounting Office, the Office of Inspector General, and any of their authorized representatives. In addition, state agencies and/or designee's with the authority to audit and inspect include, the County, the GLO, the GLO's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office and the Texas Comptroller of Public Accounts. "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the execution page, or incorporated by reference, as if physically. "Benchmark" or "Billing Milestone" means a clearly defined set of incremental services that must be performed; or an interim level of accomplishment that must be met by Provider in order to receive periodic incremental and final reimbursement for services under this Contract. Page 1 of 17 "CDBG-DR" means the Community Development Block Grant — Disaster Recovery Program administered by the U.S. Department of Housing and Urban Development, in cooperation with the GLO. "Certificate of Construction Completion" means a document submitted by an engineer or, if none, a construction contractor, to the County which, when executed by the County, indicates acceptance of the non -housing project, as built. "Contract" means this entire document, along with any Attachments, both physical and incorporated by reference; and any Amendments, Revisions, or Technical Guidance Letters that may be issued by the GLO, to be incorporated by the GLO, to be incorporated by reference herein for all purposes as they are issued, if any. "Contract Period" means the period of time between the effective date of this Contract and its expiration or termination date. "County" means The County of Calhoun, a local governmental body that may receive funds under HUD's CDBG-DR Program for non -housing projects. "Deliverable" means a unit or increment of work to include: any item, report, data, document, photograph, or other submission required to be delivered under the terms of this Contract, in whatever form. "Federal Assurances" means Standard Form 424B (Rev. 7-97) (non -construction projects); or Standard Form 424D (Rev. 7-97) (construction projects), in Attachment A, attached hereto and incorporated herein for all purposes. "Federal Certifications" means U.S. Department of Commerce Form CD-512 (12-04), "Certifications Regarding Lobbying — Lower Tier Covered Transactions," also in Attachment A, attached hereto and incorporated herein for all purposes. "Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "GAAP" means Generally Accepted Accounting Principles. "GASH" means the Governmental Accounting Standards Board. "General Affirmations" means the statements in Attachment B, attached hereto and incorporated herein for all purposes, which Provider affirms by executing this Contract. "GLO" means the Texas General Land Office, its officers, employees, and designees. "HSP" means HUB Subcontracting Plan, as outlined by Chapter 2161 of the Texas Government Code. "HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. Page 2 of 17 "HUD" means the United States Department of Housing and Urban Development "Mentor Protege" means the Comptroller of Public Accountsleadership program found at: http•//www window state tx us/procurement/proWhub/mento!protege/ "Non -housing" refers to a project involving the restoration and/or repair of infrastructure facilities and the economic revitalization activities approved under a CDBG-DR program grant. "Project" means the professional engineering services described in SECTION 1.03 of this Contract and in any applicable Attachments. "Project Completion Report" means a report containing an "as built" accounting of all projects completed under a CDBG-DR non -housing grant and containing all information required to completely close out a grant file. "Project Implementation Manual" means a set of guidelines for the CDBG-DR Program, incorporated herein by references for all purposes in its entirety. "Project Period" means the stated time for completion of a Project assigned by Work Order, if any. "Prompt Pay Act" means Chapter 2251, Subtitle F of Title 10 of the Texas Government Code. "Provider" means G & W Engineers, Inc., selected to provide the services under this Contract, if any. "Public Information Act" means Chapter 552 of the Texas Government Code. "REg" means the County's Request for Qualifications No. 2019.05.29-EASS, or the Solicitation, as defined below. "Solicitation" means County's Request for Qualifications No. 2019.05.29-EASS, including any Addenda. "Solicitation Response" means Provider's full and complete response to the Solicitation, including any Addenda. "State of Texas TexTravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. "Subcontractor" means an individual or business that signs a contract to perform part or all of the obligations of Provider under this Contract. "Technical Guidance Letter or `TGL"' means an instruction, clarification, or interpretation of the requirements of the CDBG-DR Program, issued by the GLO to specified recipients, applicable to specific subject matter, to which the addressed Program participants shall be subject. Page 3 of 17 "Work Order" means an individually negotiated document authorizing work to be performed under this Contract, if any, hereby incorporated for all purposes as Attachment C. 1902 INTERPRETIVE PROVISIONS (a) The meaning of defined terms are equally applicable to the singular and plural forms of the defined terms; (b) The words "hereof', "herein", "hereunder", and similar words refer to this Contract as a whole and not to any particular provision, section, attachment, work order, or schedule of this Contract unless otherwise specified; (c) The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent that such amendments and other modifications are not prohibited by the terms of this Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (d) The captions and headings of this Contract are for convenience of reference only and shall not affect the interpretation of this Contract; (e) All attachments within this Contract, including those incorporated by reference, and any amendments are considered part of the terms of this Contract; (f) This Contract may use several different limitation, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each shall be performed in accordance with its terms; (g) Unless otherwise expressly provided, reference to any action of the County or by the County by way of consent, approval, or waiver shall be deemed modified by the phrase "in its/their sole discretion." Notwithstanding the preceding sentence, any approval, consent, or waiver required by, or requested of, the County shall not be unreasonably withheld or delayed; (h) Time is of the essence in this Contract; (i) In the event of conflicts or inconsistencies between this Contract and its attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: Signed Contract; Attachments to the Contract: Attachment C, Attachment A, Attachment B. Attachment D, Attachment E; Solicitation Documents; and Provider's Response to Solicitation. 1.03 PROJECT Page 4 of 17 Provider shall perform, or cause to be performed, professional engineering services as required for disaster recovery projects in the County of Calhoun, Texas, as authorized under the County- GLO Contract No. 20-065-064-C182, as may be amended from time to time, and as outlined in detail in executed Work Orders, if any, in the services listed in Attachment C that may be issued under this Contract. Engineering services must be performed in compliance with HUD and GLO guidelines. 1.04 WORK ORDERS (a) A Work Order shall be issued by the County fora project. Multiple Work Orders may be issued during the term of this Contract, all of which shall be in writing and signed by both parties. Each Work Order shall include a scope of services; a list of tasks required; a time schedule; a list of deliverables; a project budget; and such other information or special conditions as may be necessary for the work assigned. Upon execution by both parties, each Work Order shall become an attachment to this Contract and all attachments thereafter being referred to collectively as the "Contract." (b) Nothing in this Contract exkresses or guarantees that the County will issue Work Orders to Provider for any of the tasks set forth in Attachment C. All work requested under this Contract will be required on an irregular and as needed basis throughout the Contract term. The County makes no guarantee of volume or usage under this Contract. 1.05 REPORTING REQUIREMENTS MONTHLY REPORTS: Provider will submit monthly reports to the County's CDBG-DR Grant Administrator by the 10`h of each month. Each Report shall include progress made since the prior reporting period, benchmarks achieved, budget information, problems encountered and detailed plans to correct them, goals to be accomplished in the subsequent reporting period, and any other information as may be required by the County. FINAL DOCUMENTATION: By the close of business no later than thirty (30) days after completion of a construction project, Provider shall submit to the County and to County's CDBG- DR Grant Administrator, a copy of the executed Certificate of Construction Completion ("COCC") for a completed project which must include a final, as built report of quantities, drawings, and specifications used during the course of the project, with justification as to any variances from original plans. Notwithstanding the preceding, the GLO, in its sole discretion, may approve extensions to the Deliverable due date. II. TERM 2.01 DURATION This Contract shall be effective as of July 1, 2019 shall terminate as of April 3Q 2022. The County, at its own discretion, may extend the term of this Contract. Any extension will be subject to the terms and conditions mutually agreeable to both parties. Page 5 of 17 2.02 EARLY TERMINATION The County may terminate this Contract by giving written notice, with a specific termination date, at least thirty (30) days subsequent to the date of the notice. Upon receipt of any such notice, Provider shall cease work, undertake to terminate any relevant subcontracts, and incur no further expense related to this Contract. Such early termination shall be subject to the equitable settlement of the respective interests of the parties, accrued up to the date of termination. 2.03 ABANDONMENT OR DEFAULT If the Provider defaults on this Contract, the County reserves the right to cancel the Contract without notice and either re -solicit or re -award the Contract to the next best responsive and responsible vendor qualified under the Solicitation. The defaulting provider will not be considered in the re -solicitation and may not be considered in future solicitations for the same type of work, unless the specification or scope of work significantly changed. The period of suspension will be determined by the County based on the seriousness of the default. III. CONSIDERATION 3.01 CONTRACT LIMIT, FEES, AND EXPENSES Provider will be compensated on a negotiated fee basis, for a not to exceed amount of 15% of the proiect(s) construction cost. The Professional Engineering Services Fee shall not exceed the maximum amount available for such services as prescribed by the GLO, HUD or any governing law, for the term of this Contract. The County agrees to pay Provider in accordance with the Prompt Pay Act, Texas Govt. Code Ch. 2251. The form of invoice will be prescribed by the County and made available to Provider in a separate submission from the County. At a minimum, invoices must clearly reflect: (a) The name of the project and Provider's Work Order number; (b) The current amount being billed; (c) The cumulative amount billed previously; (d) The balance remaining to be billed; and (e) An itemized statement of services performed, including documentation as required under the Contract, such as invoices, receipts, statements, stubs, tickets, time sheets, and any other which, in the judgement of the County, provides full substantiation of reimbursable costs incurred. Page 6 of 17 Reimbursement for services may be requested monthly or based on project Benchmarks, according to the type of services authorized, contingent upon Provider's facilitation of the timely submission of each Monthly Report required, as discussed in SECTION 1.05 above. Subject to the maximum Contract amount authorized herein, upon specific, prior, written approval by the County, lodging, travel, and other incidental direct expenses may be reimbursed under this Contract for professional or technical personnel who are (a) away from the cities in which they are permanently assigned; (b) conducting business specifically authorized by the County; and (c) performing services not originally contemplated in the Scope of Services. The limit for such reimbursements shall be the rates established by the Comptroller of the State of Texas, as outlined in the State of Texas travel guidelines, TexTravel. If a rate within the limits set forth in TexTravel is not available, Provider shall use its best efforts to obtain the lowest available room rate. Provider shall obtain prior approval from the County. NOTICE TO PROVIDER: Failure to include all of the information required herein above with each invoice may result in a significant delay in processing payment for the invoice. IV. PROVIDER'S WARRANTY, AFFIRMATIONS. AND ASSURANCES 4.01 PERFORMANCE WARRANTY Provider represents that all services performed under this Conhact will be performed in a manner consistent with a degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. Provider represents that all work product, including Deliverables, if any, under this Contract shall be completed in a manner consistent with standards in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the incorporated Attachments, if any; and shall be fit for ordinary use, of good quality, and with no material defects. If Provider fails to submit Deliverables timely or to perform satisfactorily under conditions required by this Contract, the County may require Provider to (a) repair or replace all defective or damaged Deliverables; (b) refund any payment received for all defective or damaged Deliverables and, in conjunction therewith, require Provider to accept the return of such Deliverables; and/or (c) take necessary action so that future performance and Deliverables conform to the Contract requirements. 4.02 GENERAL AFFIRMATONS To the extent that they are applicable, Provider further certifies that the General Affirmations in Attachment B have been reviewed, and that Provider• is in compliance with each of the requirements reflected therein. 4.03 FEDERAL ASSURANCES To the extent that they are applicable, Provider further certifies that the Federal Assurances in Attachment A have been reviewed and that Provider is in compliance with each of the requirements reflected therein. The Federal Assurance form must be executed by Provider's authorized signatory. Page 7 of 17 4.04 FEDERAL CERTIFICATIONS To the extent that they are applicable, Provider further certifies that the Federal Certifications also in Attachment A have been reviewed, and that Provider is in compliance with each of the requirements reflected therein. The Federal Certifications form must be executed by Provider's authorized signatory. In addition, Provider certifies that it is in compliance with any other applicable federal laws, rules, or regulations, as they may pertain to this Contract, including, but not limited to, those listed in Attachment D. V0 , RECAPTURE OF FUNDS, AND OVERPAYMENT 5.01 FEDERAL FUNDING Funding for this Contract is appropriated under the Further Additional Supplemental Appropriations for Disaster Relief Requirements Act, 2018 (Division B, Subdivision 1 of the Bipartisan Budget Act of 2018), approved February 9, 2018 (Pub. L. 115-123) (the "Appropriations Act"), and the Supplemental Appropriations for Disaster Relief Requirements, 2017 (Pub. L. 115-56) (the "Prior Appropriation") to facilitate disaster recover, restoration, economic revitalization, and to affirmatively further fair housing in accordance with Executive Order 12892, in areas affected by Hurricane Harvey, which are Presidentially -declared major disaster areas under Title IV of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.). The fulfillment of this Contract is based on those funds being made available to the GLO as the lead administrative state agency. All expenditures under this Contract must be made in accordance with this Contract, the rules and regulations promulgated under the CDBG-DR Program, and any other applicable laws. Further, Provider acknowledges that all funds are subject to recapture and repayment for non-compliance. 5.02 STATE FUNDING (a) This Conhact shall not be construed as creating any debt on behalf of the State of Texas and/or the GLO in violation of Article III, Section 49, of the Texas Constitution. In compliance with Article VIII, Section 6 of the Texas Constitution, it is understood that all obligations of the GLO hereunder are subject to the availability of state funds. If such funds are not appropriated or become unavailable, the County, in its sole discretion, may terminate this Contract. In that event, the parties shall be discharged from further obligations, subject to the equitable settlement of their respective interests, accrued up to the date of termination. (b) Furthermore, any claim by Provider for damages under this Contract may not exceed the amount of funds appropriated for payment, but not yet paid to Provider, under the annual budget in effect at the time of the breach. Nothing in this provision shall be construed as a waiver of sovereign immunity. 5.03 RECAPTURE OF FUNDS Page 8 of 17 Provider shall conduct, in a satisfactory manner as determined by the County, the Project as set forth in this Contract. The discretionary right of the County to terminate for convenience under SECTION 2.02 notwithstanding, it is expressly understood and agreed by Provider that the County shall have the right to terminate the Contract and to recapture, and be reimbursed for any payments made by the County (i) that exceed the maximum allowable HUD rate; (ii) that are not allowed under applicable laws, rules, and regulations; or (iii) that are otherwise inconsistent with this Contract, including any unapproved expenditures. 5.04 OVERPAYMENT Provider understands and agrees that it shall be liable to the County or the GLO for any costs disallowed pursuant to financial and/or compliance audit(s) of funds received under this Contract. Provider further understands and agrees that reimbursement of such disallowed costs shall be paid by Provider from funds which were not provided or otherwise made available to Provider under this Contract. VI. OWNERSHIP 6.01 OWNERSHIP AND THIRD PARTY RELIANCE (a) The County shall own, and Provider hereby assigns to the GLO, all right, title, and interest in all services to be performed; all goods to be delivered; and/or all other related Work Product prepared, or in the course of preparation, by Provider (or its subcontractors) pursuant to this Contract, together with all related worldwide intellectual property rights of any kind or character (collectively, the "Work Product"). Under no circumstance will any license fee, royalty, or other consideration not specified in this Contract be due to Provider for the assignment of the Work Product to the GLO or for the GLO's use and quiet enjoyment of the Work Product in perpetuity. Provider shall promptly submit all Work Product to the GLO upon request or upon completion, termination, or cancellation of this Contract for any reason, including all copies in any form or medium. (b) Provider and the County shall not use, willingly allow, or cause such Work Product to be used for any purpose other than performance of Provider's obligations under this Contract without the prior written consent of either party and the GLO. Work Product is for the exclusive use and benefit of, and may be relied upon only by the Parties. Prior to distributing any Work Product to any third party, other than the GLO, the parties shall advise such third parties that if it relies upon or uses such Work Product, it does so entirely at its own risk without liability to the GLO, Provider, or the County. VII. RECORDS, AUDIT, RETENTION, CONFIDENTIALITY, PUBLIC RECORDS 7.01 BOOKS AND RECORDS Provider shall keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the County, the GLO, the State of Texas Auditor's Office, the United States Government, and/or their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules, regulations, and statutes. Page 9 of 17 7.02 INSPECTION AND AUDIT (a) Provider agrees that all relevant records related to this Contract and any Work Product produced in relation to this Contract, including the records and Work Product of its Subcontractors, shall be subject to the Administrative and Audit Regulations. Accordingly, such records and Work Product shall be subject, at any time, to inspection, examination, audit, and copying at any location where such records and Work Product may be found, with or without notice from the County, the GLO, HUD, or other government entity with necessary legal authority. Provider agrees to cooperate fully with any federal or state entity in the conduct of inspection, examination, audit, and copying, including providing all information requested. Provider will ensure that this clause concerning federal and state entities' authority to inspect, examine, audit, and copy records and Work Product, and the requirement to fully cooperate with the federal and state entities, is included in any subcontract it awards. (b) Provider understands that acceptance of state funds under this Contract acts as acceptance of the authority of the State Auditor's Office to conduct an audit or investigation in connection with those funds. Provider further agrees to cooperate fully with the State Auditor's Office in the conduct of the audit or investigation, including providing all records requested. Provider will ensure that this clause concerning the State Auditor's Office's authority to audit state funds and the requirement to fully cooperate with the State Auditor's Office is included in any subcontracts it awards. Additionally, the State Auditor's Office shall at any time have access to and the rights to examine, audit, excerpt, and transcribe any pertinent books, documents, working papers, and records of Provider relating to the Contract for any purpose. HUD, the Comptroller General, the General Accounting Office, the Office of Inspector General, or any authorized representative of the U.S. Government shall also have this right of inspection. PROVIDER SHALL ENSURE THAT ALL SUBCONTRACTS AWARDED REFLECT THE REQUIREMENTS OF THIS SECTION 7.02, AND THE REQUIREMENT TO COOPERATE. (c) Provider will be deemed to have read and have knowledge of all applicable federal, state, and local laws, regulations, and rules including, but not limited to those identified in Attachment D, governing audit requirements pertaining to the Project. 7.03 PERIOD OF RETENTION All records relevant to this Contract shall be retained for a period subsequent to the final closeout of the State of Texas CDBG-DR grant program, in accordance with federal regulations. The County will notify Provider of the date upon which records may be destroyed. 7.04 CONFIDENTIALITY To the extent permitted by law, Provider and the County agree to keep all information confidential, in whatever form produced, prepared, observed, or received by Provider or the County to the extent that such information is: (a) confidential by law; (b) marked or designated "confidential" (or words to that effect) by Provider or the County; or (c) information that Provider or the County is otherwise required to keep confidential by this Contract. Furthermore, Provider Page 10 of 17 will not advertise that it is doing business with the County, use this Contract as a marketing or sales took, or make any press releases concerning work under this Contract without the prior written consent of the County. 7.05 PUBLIC RECORDS Information related to the performance of this Contract may be subject to the Public Information Act ("PIA") and will be withheld from public disclosure or released only in accordance therewith. Provider shall make any information required under the PIA available to the County in portable document file (".pdf') format or any other format agreed between the Parties. Failure of Provider to mark as "confidential" or as a "trade secret" any information that it believes to be exempted from disclosure waives any and all claims Provider may make against the County for releasing such information without prior notice to Provider. Provider shall notify the County within twenty-four (24) hours of receipt of any third party written requests for information, and forward a copy of said written requests to the County. If the request was not written, Provider shall forward the third party's contact information to the County. VIII. MISCELLANEOUS PROVISIONS 8.01 INSURANCE Provider shall acquire for the duration of this Contract insurance with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount and in the form required by Attachment E of this Contract, REQUIRED INSURANCE AND FORM. Furthermore, Provider shall submit a certificate of liability insurance as required under this Contract, including (if requested) a schedule of coverage (or "underwriter's schedules") establishing to the satisfaction of the County the nature and extent of coverage granted by each policy. Provider shall submit certificates of insurance and endorsements electronically, or in the manner requested by the County. In the event that any policy is determined to be deficient to comply with the terms of this Contract, Provider shall secure such additional policies or coverage as the County may reasonably request or that are required by law or regulation. Provider will be responsible for submitting renewed certificates of insurance and endorsements, as evidence of insurance coverage throughout the term of this Contract. Provider may not be actively working on behalf of the County if the insurance coverage does not adhere to insurance requirements. Failure to submit required insurance documents may result in the cancellation of this Contract. 8.02 TAXES /WORKERS' COMPENSATION / UNEMPLOYEMENT INSURANCE PROVIDER AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, PROVIDER SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF PROVIDER'S AND PROVIDER'S EMPLOYEES' TAXES OF WHATEVER RIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT, PROVIDER AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE COUNTY SHALL NOT Page 11 of 17 BE LIABLE TO THE PROVIDER, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENTE INSURANCE AND/OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER, 2) PROVIDER AGREES TO INDEMNIFY AND HOLD HARMLESS THE COUNTY, THE GLO, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE COUNTY NAMED AD A DEFENDANT IN ANY LAWSUIT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE COUNTY, PROVIDER AND THE COUNTY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. 8.03 LEGAL OBLIGATIONS Provider shall procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Provider to provide the goods or services required by this Contract. Provider will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Provider agrees to be responsible for payment of any such government obligations not paid by its subcontractors during performance of this Contract. 8.04 INDEMNITY EXCEPT FOR DAMAGES DIRECTLY OR PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OF THE COUNTY OR THE GLO, PROVIDER SHALL INDEMNIFY AND HOLD HARMLESS THE COUNTY, THE STATE OF TEXAS, THE GLO, AND THE OFFICERS, REPRESENTATIVES, AGENTS, AND EMPLOYEES OF THE COUNTY, THE STATE OF TEXAS, AND THE GLO FROM ANY LOSSES, CLAIMS, SUITS, ACTIONS, DAMAGES, OR LIABILITY (INCLUDING ALL COSTS AND EXPENSES OF DEFENDING AGAINST ALL OF THE AFOREMENTIONED) ARISING IN CONNECTION WITH: • THIS CONTRACT; • ANY NEGLIGENCE, ACT, OMISSION, OR MISCONDUCT IN THE PERFORMANCE OF THE SERVICES REFERENCED HEREIN; OR • ANY CLAIMS OR AMOUNTS ARISING OR RECOVERABLE UNDER FEDERAL OR STATE WORKERS'S COMPENSATION LAWS, THE TEXS TORT CLAIMS ACT, OR ANY OTHER SUCH LAWS, Page 12 of 17 PROVIDER SHALL BE RESPONSIBLE FOR THE SAFETY AND WELL BEING OF ITS EMPLOYEES, CUSTOMERS, AND INVITEES. THESE REQUIREMENTS SHALL SURVIVE THE TERM OF THIS AGREEMENT UNTIL ALL CLAIMS HAVE BEEN SETTLED OR RESOLVED AND SUITABLE EVEDENCE TO THAT EFFECT HAS BEEN FURNISHED TO THE COUNTY, THE PROVISIONS OF THIS SECTION 8.04 SHALL SURVIVE TERMINATION OF THIS CONTRACT. 8.05 ASSIGNMENT AND SUBCONTRACTS Provider shall not assign, transfer, or delegate any right, obligations, or duties under this Contract without prior written consent of the County. Notwithstanding this provision, it is mutually understood and agreed that Provider may subcontract with others for some or all of the services to be performed. In any approved subcontracts, Provider shall legally bind such subcontractor to perform and make such subcontractor subject to all the duties, requirements, and obligations of Provider as specified in this Contract. Nothing in this Contract shall be construed to relieve Provider of the responsibility for ensuring that the goods delivered and/or the services rendered by Provider and/or any of its subcontractors comply with all the terms and provisions of this Contract. Provider will provide written notification to the County of any such subcontractor performing fifteen percent (15%) or more of the work under this Contract, including the name and taxpayer identification number of subcontractor, the task(s) being performed, and the number of subcontractor employees expected to work on the task(s). 8.06 RELATIONSHIP OF THE PARTIES Provider is associated with the County only for the purposes and to the extent specified in this Contract, and, with respect to Provider's performance pursuant to this Contract, Provider is and shall be an independent contractor and, subject only to the terms of this Contract, shall have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer -employee or principal -agent, or to otherwise create for the County or the GLO any liability whatsoever with respect to the indebtedness, liabilities, and obligations of Provider or any other party. Provider shall be solely responsible for, and the County shall have no obligation with respect to: (a) Withholding of income taxes, FICA, or any other taxes or fees; (b) Industrial or workers' compensation insurance coverage; (c) Participation in any group insurance plans available to employees of the State of Texas; (d) Participation or contributions by the State to the State Employees Retirement System; (e) Accumulation of vacation leave or sick leave; or (f) Unemployment compensation coverage provided by the State. 8.07 COMPLIANCE WITH OTHER LAWS Page 13 of 17 In the performance of this Contract, Provider shall comply with all applicable federal, state, and local laws, ordinances, and regulations. Provider shall make itself familiar with and at all times shall observe and comply with all federal, state, and local laws, ordinances, and regulations that in any manner affect performance under this Contract including, but not limited to, those attached hereto and incorporated herein for all purposes as Attachment D. Provider will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. 8.08 NOTICES Any notices required under this Contract shall be deemed delivered when deposited either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: Coun The County of Calhoun 202 S. Ann St., Suite 301 Port Lavaca, TX 77979 Attention: Honorable Richard H. Meyer, Calhoun County Judge Provider G & W Engineers, Inc. 205 W. Live Oak St. Port Lavaca, TX 77979 Attention: Brian Novian, P.E., President 8.10 GOVERNING LAW AND VENUE This Contract and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit between the County and Provider under this Contract shall be in a court of competent jurisdiction in Calhoun County, Texas. Provider irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. 8.11 SEVERBILITY If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract shall be construed as if such provision did not exist and the non -enforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable. 8.12 FORCE MAJEURE Except with respect to the obligation of payments under this ConUact, if either of the parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, Page 14 of 17 rule, or regulation or governmental authority; or similar events that are beyond the control of the affected party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected party's obligation to comply with such covenant shall be suspended, and the affected party shall not be liable for damages for failure to comply with such covenant. In any such event, the party claiming Force Majeure shall promptly notify the other party of the Force Majeure event in writing and, if possible, such notice shall set forth the extent and duration thereof. The party claiming Force Majeure shall exercise due diligence to prevent, eliminate, or overcome such Force Majeure event where it is possible to do so and shall resume performance at the earliest possible date. However, if non-performance continues for more than thirty (30) days, the County may terminate this Contract immediately upon written notification to Provider. 8.13 DISPUTE RESOLUTION County and Provider agree to negotiate all disputes between them in good faith for a period of thirty (30) days from the date of notice prior to invoking the procedures or other provisions of this agreement or exercising their rights at law. 8.14 ENTIRE CONTRACT AND MODIFICATION This Contract, its integrated Attachment(s), and any Technical Guidance issued in conjunction with this Contract, if any, constitute the entire agreement of the parties and are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in such Attachment(s), Technical Guidance Letter shall be harmonized with this Contract to the extent possible. Unless such integrated Attachment(s), Technical Guidance Letter, or Revision specifically displays a mutual intent to amend a particular part of this Contract, general conflicts in language shall be construed consistently with the terms of this Contract. 8.15 COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall together constitute but one and the same Contract. If the Contract is not executed by the County within thirty (30) days of execution by the other party, this Contract shall be null and void. In the sole discretion of the County, Work Orders issued, if any, may be executed by the parties in counterparts exchanged by electronic mail. 8.16 THIRD -PARTY BENEFICIARY The Parties agree that the GLO, as the administrator of the CDBG-DR program, is a third -party beneficiary to this Contract and that the GLO shall have the right to enforce any provision of this Contract. Provided, however, that GLO shall only enforce a provision of this Contract after notifying the Parties, in writing, of a potential breach or default of the Contract and allowing the Provider sixty (60) days to cure the breach or default. Venue of any suit under this Section 8.16 shall be in a court of competent jurisdiction in Travis County, Texas. Provider irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the Page 15 of 17 bringing of any action or proceeding in such jurisdiction in respect to this Contract or any document related hereto. NOTHING IN THIS CONTRACT SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO, 8$11 PROPERAUTHORITY Each party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. Provider acknowledges that this Contract is effective for the period of time specified in the Contract. Any services performed by Provider before this Contract is effective or after it ceases to be effective are performed at the sole risk of Provider. IN WITNESS WHEROF, the Parties hereto have signed this Contract in duplicate. One counterpart each has been delivered to County and Provider. Executed in duplicate originals this the � day of f619. THE COUNTY OF CALHOUN Richard H. Meyer Calhoun County Judge ATTEST:? 211 S. Ann, St, Suite 301 Port Lavaca, TX 77979 PHONE: (361) 553-4600 FAX: (361) 553-4444 G & W ENGINEERS, INC. Brian Novian President ATTEST: 205 W. Live Oak St. Port Lavaca, TX 77979 PHONE: (361) 552-4509 FAX: (361) 552-4987 Page 16 of 17 Attachments Attachment A: Federal Assurances and Certifications Attachment B: General Affirmations Attachment C: Work Orders Attachment D: Nonexclusive List of Laws, Regulations, etc. Attachment E: Required Insurance form Page 17 of 17 DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment GLO Contract No. 20-065-064-CI82 Page t of 5 ASSURANCES - CONSTRUCTION PROGRAMS OMB Approval No. 4040-0009 Expiration Date: 02/28/2022 reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewi 'ions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection tion. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions ig this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0042), Washington, DC 20503. 40E DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. D IT TO THE ADDRESS PROVIDED SY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the Awarding Agency. Further, certain Federal assistance awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: Has the legal authority to apply for Federal assistance, and the institutional, managerial and financial capability (including funds sufficient to pay the non -Federal share of project costs) to ensure proper planning, management and completion of the project described in this application. 2. Will give the awarding agency, the Comptroller General of the United States and, if appropriate, the State, the right to examine all records, books, papers, or documents related to the assistance; and will establish a proper accounting system in accordance with generally accepted accounting standards or agency directives. 3. Will not dispose of, modify the use of, or change the terms of the real property title, or other interest in the site and facilities without permission and instructions from the awarding agency. Will record the Federal awarding agency directives and will include a covenant in the title of real property acquired in whole or in part with Federal assistance funds to assure non-discrimination during the useful life of the project. 4. Will comply with the requirements of the assistance awarding agency with regard to the drafting, review and approval of construction plans and specifications. 5. Will provide and maintain competent and adequate engineering supervision at the construction site to ensure that the complete work conforms with the approved plans and specifications and will furnish progress reports and such other information as may be required by the assistance awarding agency or State. 6, Will initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency. 7. Will establish safeguards to prohibit employees from using h their positions for a purpose that constitutes or presents te appearance of personal or organizational cont of interest, or personal gain. 8. Will comply with the Intergovernmental Personnel Act of 1970 (42 U.S.C. §§4728-4763) relating to prescribed standards for merit systems for programs funded under one of the 19 statutes or regulations specified in Appendix A of OPM's Standards for a Merit System of Personnel Administration (5 C.F.R. 900, Subpart F). 9. 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 residence structures. 10. Will comply with all Federal statutes relating to non-discrimination. These include but are not limited 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; (d) the Age Discrimination Act of 1975, 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 nondiscrimination on the basis of alcohol abuse or alcoholism; (g) §§523 and 527 of the Public 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 non-discrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and, G) the requirements of any other nondiscrimination statute(s) which may apply to the application. Standard Form 424D (Rev.7-97) Previous Edition Usable Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment A GLO Contract No. 20-065-064-082 Page 2 of 5 11. Will comply, or has already complied, with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies 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 and federally -assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases. 12. Will comply with the provisions of the Hatch Act (5 U.S.C. §§1501-1508 and 7324-7328) which limit the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. 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 sec.); (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). 16. 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. 13. Will comply, as applicable, with the provisions of the Davis- 17. Will assist the awarding agency in assuring compliance with Bacon Act (40 U.S.C. §§276a to 276a-7), the Copeland Act Section 106 of the National Historic Preservation Act of (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract 1966, as amended (16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act (40 U.S.C. (identification and protection of historic properties), and the §§327-333) regarding labor standards for federally -assisted Archaeological and Historic Preservation Act of 1974 (16 construction subagreements. U.S.C. §§469a-1 at seq.). 14. Will comply with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) which requires recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is $10,000 or more. 15. 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; (a) 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 m 6 EYING OFFICIAL 18. Will cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and OMB Circular No. A-133, "Audits of States, Local Governments, and Non -Profit Organizations." 19. Will comply with all applicable requirements of all other Federal laws, executive orders, regulations, and policies governing this program. 20. Will comply with the requirements of Section 106(g) of the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 U.S.C. 7104) which prohibits grant award recipients or a sub -recipient from (1) Engaging in severe forms of trafficking in persons during the period of time that the award is in effect (2) Procuring a commercial sex act during the period of time that the award is in effect or (3) Using forced labor in the performance of the award or subawards under the award. THIS FORM MUST IIE EXECUTED DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47673 Attachment A GLO Contract No. 20-065-064-C182 Pnge 3 of 5 CERTIFICATION REGARDING LOBBYING COMPLIANT WITH APPENDIX A TO 24 C.F.R. PART 871 CerticationforContacts, Grants, Loans, and CooperativeAgreements: The undersigned certifies, to the best of his or her knowledge and belief, that: (I ) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, can, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this cetification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Statement for Loan Guarantees and Laan Insurance: The undersigned states, to the best of his or her knowledge and belief, that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the undersigned shall completeand submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. As the duly authorized representative of the applicant, I hereby certify that the applicant will comply with the above applicable certification. NAME OF APPLICANT Calhoun County AWARD NUMBER AND/OR PROJECT NAME 20-065-064-Ci82 PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE DATE 124 C.F.R. 87 App. A, available at https•//www eno sov/fds�eranule/CFR-2011-title24-volt/CFR-2011-title24-voll-nart87- anpA. Published Apr. I, 2011. Accessed Aug. 1, 2018. DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment A GLO Contract No. 20-065-064-C182 Page 4 of 5 Disclosure of Lobbying Activities Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 OMB Number: 4040-0013 (See reverse for public burden disclosure) Expiration Date: 02/28/2022 1. *Type of Federal Action: 2. *Status of Federal Action: 3. *Report Type: a, contract a. bid/offer/application a. initial filing b. grant /V 1� b. initial award `k b. material change c. cooperative agreement c. post -award d.loan e. loan guarantee f. loan insurance 4. Name and Address of Reporting Entity: r x 5. If Reporting Entity in No. 4 is Subawardee, Prime Subawardee Enter Name and Address of Prime: Name: Street 1: Street 2: City: State: Zip: A ib/ Congressional District, if known: Congressional District, ifknoum: 6. Federal Department/Agency: 7. Federal Program Name/Description: J++ � CFDA Number, ifapplicable: ttvl A 8. Federal Action Number, iflcnown: 9. Award Amount, iflcnown: iYl i' $ j; L 10. a. Name and Address of Lobbying Registrant b. Individuals Performing Services (including address if (f individual, last name, first name, NII): different from No. Mal Oast name, first name, MI): f 11, Information requested through this form is authorized by y title 31 U.S.C. section 1352. This disclosure of lobbying Signature: r' activities is a material representation of fact upon which reliance was placed by the tier above when this transaction print Name: 1(1<^r was made or entered into. This disclosure is required t, pursuant to 31 U.S.C. 1352. This information will be reported Title: �E S i�Fk + to the Congress semi-annually and will be available for public inspection. Any person who fails to file the required 3f ' I / Telephone No.: fs L 1509 Date: t fit /1._2 disclosure shall be subject to a civil penalty of not lesstban $10 000 and not more than $100 000 for each such failure. Federal Use Only Authorized for Local Reproduction Standard Form - LLL (Rev. 7-97) DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47873 Attachment A GLO Contract No. 20-065.064-C182 Page 5 of 5 INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the repotting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal aotion for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a followup report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the repotting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the lst tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks "Subawardee," then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter• the name of the federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard, 7. Enter the Federal program name or description for the coveted Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number forgrants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number; Invitations for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Included prefixes, e.g., "RFP-DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the repotting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individuals) performing services, and include full address if different from 10(a). Enter Last Name, First Name, and Middle Initial (MI). I1. The certifying official shall sign and date the form, print his/her name, title, and telephone number. According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB control Number. The valid OMB control number for this information collection is OMB No. 4040-0013. Public reporting burden for this collection of information is estimated to average 10 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send ccomments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (4040-0013), Washington, DC 20503. DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment B GLO Contract No. 20-065-064-C182 Page 1 of 8 General Affirmations To the extent they apply, Subrecipient affirms and agrees to the following, without exception: Subrecipient represents and warrants that, in accor ance with Section 2155.005 of the Texas Government Code, neither Subrecipient nor the firm, corporation, partnership, or institution represented by Subrecipient, or anyone acting for such a firm, corporation, partnership, or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws, or (2) communicated directly or indirectly the contents of this Contract or any solicitation response upon which this Contract is based to any competitor or any other person engaged in the same line of business as Subrecipient. 2. If the Contract is for services, Subrecipient shall comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts. 3. Under Section 231.006 of the Family Code, the vendor or applicant [Subrecipient] certifies that the individual or business entity named in this Contract, bid or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. 4. A bid or an application for a contract, grant, or loan paid from state funds must include the name and social security number of the individual or sole proprietor and each partner, shareholder, or owner with an ownership interest of at least 25 percent of the business entity submitting the bid or application. Subrecipient certifies it has submitted this information to the GLO. 5. If the Contract is for the purchase or lease of computer equipment, as defined by Texas Health and Safety Code Section 361.952(2), Subrecipient certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code, related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in Title 30 Texas Administrative Code Chapter 328. 6. Pursuant to Section 2155.003 of the Texas Government Code, Subrecipient represents and warrants that it has not given, offered to give, nor intends 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 Contract. 7. Payments due under the Contract shall be directly applied towards eliminating any debt or delinquency Subrecipient owes to the State of Texas including, but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support. 8. Upon request of the GLO, Subrecipient shall provide copies of its most recent business continuity and disaster recovery plans. DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment GLO Contract No. 20-065-064-Cr82 Page 2 or 8 9. If the Contract is for consulting services governed by Texas Government Code Chapter 2254, Subchapter B, in accordance with Section 2254.033 of the Texas Government Code, relating to consulting services, Subrecipient certifies that it does not employ an individual who has been employed by The GLO or another agency at any time during the two years preceding the Subrecipient's submission of its offer to provide consulting services to the GLO or, in the alternative, Subrecipient, in its offer to provide consulting services to the GLO, disclosed the following: (i) the nature of the previous employment with the GLO or other state agency; (ii) the date the employment was terminated; and (iii) the annual rate of compensation for the employment at the time of its termination. l0.If the Contract is not for architecture, engineering, or construction services, except as otherwise provided by statute, rule, or regulation, Subrecipient must use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve any dispute arising under the Contract. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO. 11. If the Contract is for architecture, engineering, or construction services, subject to Texas Government Code, Section 2260.002 and Texas Civil Practice and Remedies Code Chapter 114, and except as otherwise provided by statute, rule, or regulation, Subrecipient shall use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve all disputes arising under this Contract. Except as otherwise provided by statute, rule, or regulation, in accordance with the Texas Civil Practice and Remedies Code, Section 114.005, claims encompassed by Texas Government Code, Section 2260.002(3) and Texas Civil Practice and Remedies Code Section 114.002 shall be governed by the dispute resolution process set forth below in subsections (a)-(d). NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO. a. Notwithstanding Texas Government Code, Chapter 2260.002(3) and Chapter 114.012 and any other statute or applicable law, if the Subrecipient's claim for breach of contract cannot be resolved by the parties in the ordinary course of business, Subrecipient may make a claim against the GLO for breach of contract and the GLO may assert a counterclaim against the Subrecipient as is contemplated by Texas Government Code, Chapter 2260, Subchapter B. In such event, Subrecipient must provide written notice to the GLO of a claim for breach of the Contract not later than the 180th day after the date of the event giving rise to the claim. The notice must state with particularity: (1) the nature of the alleged breach; (2) the amount the Subrecipient seeks as damages; and (3) the legal theory of recovery. b. The chief administrative officer, or if designated in the Contract, another officer of the GLO, shall examine the claim and any counterclaim and negotiate with the Subrecipient in an effort to resolve them. The negotiation must begin no later than the 120th day after the date the claim is received, as is contemplated by Texas Government Code, Chapter 2260, Section 2260,052, c. If the negotiation under paragraph (b) above results in the resolution of some disputed issues by ageement or in a settlement, the parties shall reduce the agreement or DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment B GLO Contract No. 20-065-064-C182 Page 3 of 8 settlement to writing and each party shall sign the agreement or settlement. A partial settlement or resolution of a claim does not waive a party's rights under this Contract as to the parts of the claim that are not resolved. d. If a claim is not entirely resolved under paragraph (b) above, on or before the 270th day after the date the claim is filed with the GLO, unless the parties agree in writing to an extension of time, the parties may agree to mediate a claim made under this dispute resolution procedure. This dispute resolution procedure is the Subrecipient's sole and exclusive process for seeking a remedy for an alleged breach of contract by the GLO if the parties are unable to resolve their disputes as described in this section. e. Nothing in the Contract shall be construed as a waiver of the state's or the GLO's sovereign immunity. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas under this Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies or immunities or be considered as a basis for estoppel. The GLO does not waive any privileges, rights, defenses, or immunities available to it by entering into this Contract or by its conduct, or by the conduct of any representative of the GLO, prior to or subsequent to entering into this Contract. £ Except as otherwise provided by statute, rule, 01• regulation, compliance with the dispute resolution process provided for in Texas Government Code, Chapter 2260, subchapter B and incorporated by reference in subsection (a)-(d) above is a condition precedent to the Subrecipient: (1) filing suit pursuant to Chapter 114 of the Civil Practices and Remedies Code; or (2) initiating a contested case hearing pursuant to Subchapter C of Chapter 2260 of the Texas Government Code. 12.If Texas Government Code Chapter 2270 prohibiting state contracts with companies boycotting Israel applies to Subrecipient and this Contract, then Subrecipient verifies it does not boycott Israel and will not boycott Israel during the term of this Contract. 13. This Contract is contingent upon the continued availability of lawful appropriations by the Texas Legislature. Subrecipient understands that all obligations of the GLO under this Contract are subject to the availability of state funds. If such funds are not appropriated or become unavailable, the GLO may terminate the Contract. The Contract shall not be construed as creating a debt on behalf of the GLO in violation of Article III, Section 49a of the Texas Constitution. 14. Subrecipient certifies that it is not listed on the federal government's terrorism watch list as described in Executive Order 13224. 15. In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Subrecipient certifies that it is not (1) the executive head of the GLO, (2) a person who at any time during the four years before the effective date DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment B GLO Contract No. 20-065-064-C182 Page 4 or 8 of the Contract was the executive head of the GLO, or (3) a person who employs a current or former executive head of the GLO. 16. Subrecipient represents and warrants that all statements and information prepared and submitted in connection with this Contract are current, complete, true, and accurate. Submitting a false statement or malting a material misrepresentation during the performance of this Contract is a material breach of contract and may void the Contract or be grounds for its termination. 17. Pursuant to Section 2155.004(a) of the Texas Government Code, Subrecipient certifies that neither Subrecipient nor any person or entity represented by Subrecipient has received compensation from the GLO to participate in the preparation of the specifications or solicitation on which this Contract is based. Under Section 2155.004(b) of the Texas Government Code, Subrecipient certifies that the individual or business entity named in this Contract is not ineligible to receive the specified contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate. This Section does not prohibit Subrecipient from providing free technical assistance. 18. Subrecipient represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code. 19. If the Contract is for professional or consulting services governed by Texas Government Code Chapter 2254, Subrecipient represents and warrants that none of its employees including, but not limited to, those authorized to provide services under the Contract, were former employees of the GLO during the twelve (12) month period immediately prior to the date of execution of the Contract. 20. The Contract shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Contract is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the GLO. 21.IF THE CONTRACT IS NOT FOR ARCHITECTURE OR ENGINEERING SERVICES GOVERNED BY TEXAS GOVERNMENT CODE CHAPTER 2254, SUBRECIPIENT, TO THE EXTENT ALLOWED BY LAW, SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND THE GLO, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF, OR RESULTING FROM ANY ACTS OR OMISSIONS OF SUBRECIPIENT OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT, THE DEFENSE SHALL BE COORDINATED BY DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment B GLO Contract No. 20-065-064-CI82 Page 5 of 8 SUBRECIPIENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND SUBRECIPIENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. SUBRECIPIENT AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. 22.IF THE CONTRACT IS FOR ARCHITECTURE OR ENGINEERING SERVICES GOVERNED BY TEXAS GOVERNMENT CODE CHAPTER 2254, SUBRECIPIENT, TO THE EXTENT ALLOWED BY LAW, SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND THE GLO, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED DAMAGES, COSTS, ATTORNEY FEES, AND EXPENSES TO THE EXTENT CAUSED BY, ARISING OUT OF, OR RESULTING FROM ANY ACTS OF NEGLIGENCE, INTENTIONAL TORTS, WILLFUL MISCONDUCT, PERSONAL INJURY OR DAMAGE TO PROPERTY, AND/OR OTHERWISE RELATED TO SUBRECIPIENT'S PERFORMANCE, AND/OR FAILURES TO PAY A SUBCONTRACTOR OR SUPPLIER BY THE SUBRECIPIENT OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, CONSULTANTS UNDER CONTRACT TO SUBRECIPIENT, OR ANY OTHER ENTITY OVER WHICH THE CONTRACTOR EXERCISES CONTROL, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT, THE DEFENSE SHALL BE COORDINATED BY SUBRECIPIENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND SUBRECIPIENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. SUBRECIPIENT AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. 23. TO THE EXTENT ALLOWED BY LAW, SUBRECIPIENT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF SUBRECIPIENT PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) THE GLO'S AND/OR SUBRECIPIENT'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY SUBRECIPIENT OR OTHERWISE TO WHICH THE GLO HAS ACCESS AS A RESULT OF SUBRECIPIENT'S PERFORMANCE UNDER THE CONTRACT, SUBRECIPIENT AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. SUBRECIPIENT SHALL BE LIABLE TO PAY ALL COSTS OF DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment B GLO Contract No. 20-065-064-Ct82 Page 6 of 8 DEFENSE, INCLUDING ATTORNEYSFEES. THE DEFENSE SHALL BE COORDINATED BY SUBRECIPIENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEPENDANTS IN ANY LAWSUIT AND SUBRECIPIENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, SUBRECIPIENT WILL REIMBURSE THE GLO 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 GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF SUBRECIPIENT OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND SUBRECIPIENT WILL PAY ALL REASONABLE COSTS OF THE GLO'S COUNSEL, 24. Subrecipient has disclosed in writing to the GLO all existing or potential conflicts of interest relative to the performance of the Contract. 25. Sections 2155.006 and 2261.053 of the Texas Government Code prohibit state agencies from accepting a solicitation response or awarding a contract that includes proposed financial participation by a 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 I{atrina, 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, Subrecipient certifies that the individual or business entity named in this Contract is not ineligible to receive the specified contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 26. Subrecipient understands that the GLO will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material related to this Contract may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Subrecipient shall make any information created or exchanged with the State/GLO pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State or the GLO. 27. The person executing this Contract certifies that he/she is duly authorized to execute this Contract on his/her own behalf or on behalf of Subrecipient and legally empowered to contractually bind Subrecipient to the terms and conditions of the Contract and related documents. 28. If the Contract is for architectural or engineering services, pursuant to Section 2254.0031 of the Texas Government Code, which incorporates by reference Section 271.904(d) of the Texas Local Government Code, Subrecipient shall perform services (1) with professional DocuSign Envelope ID: E5813241 E-7265-4415-A7F7-097E19A47B73 Attachment B GLO Contract No. 20-065-064-C182 Page 7 of 8 skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license, and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 29. The state auditor may conduct an audit or investigation of any entity receiving funds fiorn the state directly under the Contract or indirectly through a subcontract under the Contract. The acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Subrecipient shall ensure that this paragraph concerning the authority to audit funds received indirectly by subcontractors through the Contract and the requirement to cooperate is included in any subcontract it awards. The GLO may unilaterally amend the Contract to comply with any rules and procedures of the state auditor in the implementation and enforcement of Section 2262.154 of the Texas Government Code. 30. Subrecipient certifies that neither it nor its principals are debarred, suspended, proposed for debarment, declared ineligible, or otherwise excluded from participation in the Contract by any state or federal agency. 31. Subrecipient expressly acknowledges that state funds may not be expended in connection with the purchase of an automated information system unless that system meets certain statutory requirements relating to accessibility by persons with visual impairments. Accordingly, Subrecipient represents and warrants to the GLO that any technology provided to the GLO for purchase pursuant to this Contract is capable, either by virtue of features included within the technology or because it is readily adaptable by use with other technology, of: providing equivalent access for effective use by both visual and non -visual means; presenting information, including prompts used for interactive communications, in formats intended for non -visual use; and being integrated into networks for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired. For purposes of this Section, the phrase "equivalent access" means a substantially similar ability to communicate with or make use of the technology, either directly by features incorporated within the technology or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Americans With Disabilities Act or similar state or federal laws. Examples of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical displays, and customizable display appearance. 32. If the Contract is for the purchase or lease of covered television equipment, as defined by Section 361.971(3) of the Texas Health and Safety Code, Subrecipient certifies its compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code, related to the Television Equipment Recycling Program. DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment B GLO Contract No. 20-065-064-C182 Page 8 or 8 33. Pursuant to Section 572.069 of the Texas Government Code, Subrecipient certifies it has not employed and will not employ a former state officer or employee who participated in a procurement or contract negotiations for the GLO involving Subrecipient within two (2) years after the date that the contract is signed or the procurement is terminated or withdrawn. This certification only applies to former state officers or employees whose state service or employment ceased on or after September 1, 2015. 34. The GLO does not tolerate any type of fiaud, GLO policy promotes consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Subrecipient shall report any possible fraud, waste, or abuse that occurs in connection with the Contract to the GLO's Fraud Reporting hotline at (877) 888-0002. 35. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and Subrecipient agrees that the Contract can be terminated if Subrecipient knowingly or intentionally fails to comply with a requirement of that subchapter. 36. If Subrecipient, in its performance of the Contract, has access to a state computer system or database, Subrecipient must complete a cybersecurity training program certified under Texas Government Code Section 2054.519, as selected by the GLO. Subrecipient must complete the cybersecurity training program during the initial term of the Contract and during any renewal period. Subrecipient must verify in writing to the GLO its completion of the cybersecurity training program. 37. Under Section 2155.0061, Texas Government Code, Subrecipient certifies that the entity named in this contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate. DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment D GLO Contract No. 20-065-064-082 Page 1 of 4 NONEXCLUSIVE LIST OF APPLICABLE LAWS, RULES, AND REGULATIONS If applicable to the Project, Provider must be in compliance with the following laws, rules, and regulations; and any other state, federal, or local laws, rules, and regulations as may become applicable throughout the term of the Contract, and Provider acknowledges that this list may not include all such applicable laws, rules, and regulations. Provider is deemed to have read and understands the requirements of each of the following, if applicable to the Project under this Contract: GENERALLY The Acts and Regulations specified in this Contract; Continuing Appropriations Act, 2018 and Supplemental Appropriations for Disaster Relief Requirements Act, 2017 (Public Law 115-56); The Housing and Community Development Act of 1974 (12 U.S.C. § 5301 et seq.); The United States Housing Act of 1937, as amended, 42 U.S.C. § 1437f(o)(13) (2016) and related provisions governing Public Housing Authority project -based assistance, and implementing regulations at 24 C.F.R. Part 983 (2016); Cash Management Improvement Act regulations (31 C.F.R. Part 205); Community Development Block Grants (24 C.F.R. Part 570); Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 C.F.R. Part 200); Disaster Recovery Implementation Manual; and State of Texas Plan for Disaster Recovery: Hurricane Harvey — Round 1, dated April 6, 2018, as amended. CIVIL RIGHTS Title VI of the Civil Rights Act of 1964, (42 U.S.C. § 2000d et seq.); 24 C.F.R. Part 1, "Nondiscrimination in Federally Assisted Programs of the Department of Housing and Urban Development - Effectuation of Title VI of the Civil Rights Act of 1964'; Title VII of the Civil Rights Act of 1964, as amended by the Equal Employment Opportunity Act of 1972 (42 U.S.C. § 2000e, et seq.); Title VIII of the Civil Rights Act of 1968, "The Fair Housing Act of 1968" (42 U.S.C. § 3 60 1, et seq.), as amended; Executive Order 11063, as amended by Executive Order 12259, and 24 C.F.R. Part 107, "Nondiscrimination and Equal Opportunity in Housing under Executive Order 11063"; The failure or refusal of Provider to comply with the requirements of Executive Order 11063 or 24 C.F.R. Part 107 shall be a proper basis for the imposition of sanctions specified in 24 C.F.R. 107.60; The Age Discrimination Act of 1975 (42 U.S.C. § 6101, et seq.); and Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794.) and "Nondiscrimination Based on Handicap in Federally -Assisted Programs and Activities of the Department of Housing and Urban Development", 24 C.F.R. Part 8. By signing this Contract, Provider understands and agrees that the activities funded shall be performed in accordance with DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment D GLO Contract No. 20-065-064-Cl82 Page 2 or 4 24 C.F.R. Pant 8; and the Architectural Barriers Act of 1968 (42 U.S.C. § 4151, et seq.), including the use of a telecommunications device for deaf persons (TDDs) or equally effective communication system. LABOR STANDARDS The Davis -Bacon Act, as amended (originally, 40 U.S.C. §§ 276a-276a-5 and re -codified at 40 U.S.C. §§ 3141-3148); 29 C.F.R. Part 5; The Copeland "Anti -Kickback" Act (originally, 18 U.S.C. § 874 and re -codified at 40 U.S.C. § 3145): 29 C.F.R. Part 3; Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (originally, 40 U.S.C. §§ 327A and 330 and re -codified at 40 U.S.C. §§ 3701-3708); Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (Also Labor Standards Provisions Applicable to Non -construction Contracts Subject to the Contract Work Hours and Safety Standards Act) (29 C.F.R. Part 5); and Federal Executive Order 11246, as amended. EMPLOYMENT OPPORTUNITIES Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701 u): 24 C.F.R. §§ 135.3(a)(2) and (a)(3); The Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. § 4212); Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681-1688); and Federal Executive Order 11246, as amended. GRANT AND AUDIT STANDARDS Single Audit Act Amendments of 1996,31 U.S.C. § 7501; Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 C.F.R. Part 200); Uniform Grant and Contract Management Act (Texas Government Code Chapter 783) and the Uniform Grant Management Standards, issued by Governor's Office of Budget and Planning; and Title 1 Texas Administrative Code § 5.167(c). LEAD -BASED PAINT Section 302 of the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. § 4831(b)). HISTORIC PROPERTIES The National Historic Preservation Act of 1966 as amended (16 U.S.C. § 470, et seq.), particularly sections 106 and 110 (16 U.S.C. §§ 470 and 470h-2), except as provided in §58.17 for Section 17 projects; Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13, 1971 (36 FR 8921), 3 C.F.R., 1971-1975 Comp., p. 559, particularly section 2(c); Federal historic preservation regulations as follows: 36 C.F.R. Part 800 with respect to DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment D GLO Contract No. 20-065-064-C182 Page 3 of 4 HUD programs; and The Reservoir Salvage Act of 1960, as amended by the Archeological and Historic Preservation Act of 1974 (16 U.S.C. § 469, et seq.), particularly section 3 (16 U.S.C. § 469a-1). ENVIRONMENTAL LAW AND AUTHORITIES Environmental Review Procedures for Recipients assuming HUD Environmental Responsibilities (24 C.P.R. Part 58, as amended); National Environmental Policy Act of 1969, as amended (42 U.S.C. §§ 4321-4347); and Council for Environmental Quality Regulations for Implementing NEPA (40 C.F.R. Parts 1500-1508), FLOODPLAIN MANAGEMENT AND WETLAND PROTECTION Executive Order 11988, Floodplain Management, May 24, 1977 (42 FR 26951), 3 C.F.R., 1977 Comp., p. 117, as interpreted in HUD regulations at 24 C.F.R. Part 55, particularly Section 2(a) of the Order (For an explanation of the relationship between the decision - making process in 24 C.F.R. Part 55 and this part, see § 55.10.); and Executive Order 11990, Protection of Wetlands, May 24, 1977 (42 FR 26961), 3 C.F.R., 1977 Comp., p. 121 particularly Sections 2 and 5. COASTAL ZONE MANAGEMENT The Coastal Zone Management Act of 1972 (16 U.S.C. § 1451, et seq.), as amended, particularly sections 307(c) and (d) (16 U.S.C. § 1456(c) and (d)). SOLE SOURCE AQUIFERS The Safe Drinking Water Act of 1974 (42 U.S.C. §§ 201, 300(f), et seq., and 21 U.S.C. § 349) as amended; particularly section 1424(e)(42 U.S.C. § 300h-3(e)); and Sole Source Aquifers (Environmental Protection Agency-40 C.F.R. part 149.). ENDANGERED SPECIES The Endangered Species Act of 1973 (16 U.S.C. § 1531, et seq.) as amended, particularly section 7 (16 U.S.C. § 1536). WILD AND SCENIC RIVERS The Wild and Scenic Rivers Act of 1968 (16 U.S.C. § 1271, et seq.) as amended, particularly sections 7(b) and (c) (16 U.S.C. § 1278(b) and (c)). AIR QUALITY The Clean Air Act (42 U.S.C. § 7401, et seq.) as amended, particularly sections 176(c) and (d) (42 U.S.C. §7506(c) and (d)). Determining Conformity of Federal Actions to State or Federal Implementation Plans (Environmental Protection Agency-40 C.F.R. Parts 6, 51, and 93). FARMLAND PROTECTION Farmland Protection Policy Act of 1981 (7 U.S.C. § 4201, et seq.) particularly sections 1540(b) and 1541 (7 U.S.C. §§ 4201(b) and 4202); and DocuSign Envelope ID: E58B241E-7265-4415-A7F7-097E19A47B73 Attachment D GLO Contract No. 20-065-064-CI82 Page 4 of 4 Farmland Protection Policy (Department of Agriculture-7 C.F.R. part 658). HUD ENVIRONMENTAL STANDARDS Applicable criteria and standards specified in HUD environmental regulations (24 C.F.R. Part 51)(other than the runway clear zone and clear zone notification requirement in 24 C.F.R. § 51.303(a)(3); and HUD Notice 79-33, Policy Guidance to Address the Problems Posed by Toxic Chemicals and Radioactive Materials, September 10, 1979. ENVIRONMENTAL JUSTICE Executive Order 12898 of February 11, 1994—Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, (59 FR 7629), 3 C.F.R., 1994 Comp. p. 859. SUSPENSION AND DEBARMENT Use of debarred, suspended, or ineligible contractors or subrecipients (24 C.F.R. § 570.609); General HUD Program Requirements; Waivers (24 C.F.R. Part 5); and Nonprocurement Suspension and Debarment (2 C.F.R. Part 2424). OTHER REQUIREMENTS Environmental Review Procedures for Entities Assuming HUD Environmental Responsibilities (24 C.F.R. Part 58). ACQUISITION / RELOCATION The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601, etseq.), 24 C.F.R. Part 42, and 24 C.F.R. § 570.606. FAITH -BASED ACTIVITIES Executive Order 13279 of December 12, 2002 - Equal Protection of the Laws for Faith - Based and Community Organizations, (67 FR 77141). REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 1 ca A� o CERTIFICATE OF LIABILITY INSURANCE DATE IMMIDDIYYYY) 2/14/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate If SUBROGATION IS WAIVED, holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions subject to the terms and conditions of the policy, certain policies may require an endorsement. or be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER Frost insurance Agency, Inc. 6835 N Main Victoria TX 77904 NAME: Margery Hall PHONE -1 c No Ext � 361-580-9057 PAX No: noliaesS: 'hall@frostinsurance.com INSURERS) AFFORDING COVERAGE NAICq _ INSURERA: Texas Mutual Insurance Co. 22945 INSURED G & W Engineers Inc 205 W Live Oak G&WEN-1 INSURER B: National Fire Insurance Company of Hartford 26478 INSURERC: Continental Insurance Company 35289 Port Lavaca TX 77979 INSU RER D: _ INSURER E : NSURER F: rconnceTc nlnnnaFo• 1zDBnumea REVISION NUMBER: v THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE INSAODOL SUBR POLICYNUMBER MMID�IYYYV Y EFF 3/1/2019 3/1/2019 POLICY 3/112020 3/1/2020 LIMITS EACH OCCURRENCE $1,000,000 B B X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR 6046055623 6046055573 PREMISES Ea occunence $1o0,o00 MED EXP Anyone person) $156000 PERSONAL&ADV INJURY $12000,000 GENERA -AGGREGATE $25000,ODO GEN'L AGGREGATE LIMIT APPLIES PER: %t POLICY❑PRO- LOC JECT OTHER: AUTOMOBILELIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NONO ED AUTOS ONLY AUTOS ONLY PRODUCTS-COMP/OP AGO $2,0001000 COMMA INNE�D1SINGLE LIMIT (Ea acX 5 5110001000 BODILY INJURY (Per person) $ BODILYINJURV(Per=ldent) $ PPROPERd DAMAGE $ $ C A X UMBRELLA LIAR EXCESS LIAR X OCCUR CLAIMS -MADE N/A 6046055590 0011826001 3/1/2019 3/1/2019 3/1/2020 3/1/2020 EACHOCCURRENCE $10,000,000 AGGREGATE $10,000A00 X STATUTE ERH $ DELI I X I RETENTION 5 in nnn WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETORIPARTNERIEXECUTIVE YIN OFFICERNEMBE (Mandatory In NH) EXCLUDED? Ryas, describe under DESCRIPTION OF OPERATIONS below E.L. EACH ACCIDENT $11000,000 EL. DISEASE -EA EMPLOYEE $1,000,000 EL DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached it more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, -NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. County of Calhoun 211 S. Ann Street, Suite 301 AUTHORIZED REPRESENTATIVE Port Lavaca TX 77979 ©1988.2015 ACORD CORPORATION. All rights reserves. ACORD 25 (2076103) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 2/13/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S)3 AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Deanna Dyer The Risk Specialty Group, LLC PHONE 4801 Woodway Dr, Suite 300E a I AIL I : 713-552-1900 FAX Not 713-513-5411 Houston TX 77056 ADOREss: dd er risks ecialt rou .com INSURED G & W Engineers, Inc. 205 W. Live Oak Port Lavaca TX 77979 QCQ• REVISION NUMBER: y THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTEDVBELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTR TYPE OF INSURANCE ADDL p SUMP POLICY NUMBER POLICY EFF MMIDDIYYYV POLICY EXP MMMDNM LIMITS EACH OCCURRENCE $ COMMERCIALGENERALLIABILITY CLAMS -MADE ❑ OCCUR PREMISES Ea occUnmake) $ MED EXP(Any one person) $ PERSONAL&ADVINJURY $ GENERAL AGGREGATE $ GENL AGGREGATE LIMIT APPLIES PER: POLICY❑PRO- LOD JECT OTHER: AUTOMOBILE LIABILITY ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOSONLY AUTOS ONLY PRODUCTS-COMP/OPAGG $ COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accldeM) $ PROPERTY Per accident DAMAGE $ $ A UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE NIA 002673403 3/l/2019 3/112020 EACHOCCURRENCE $ AGGREGATE $ H STATUTE EORH_ $ DIED I I RETENTIONS WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN OFFICERIMEMBEREXCLUDED7 ANYPROPRIEfORIPARTNEWEXECUTIVE ❑ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Professional Liablllly "claims made" E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ EL.DISEASE -POLICY LIMIT Per Claim Limit Aggregate Limit $ $5,0001000 $6,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The County of Calhoun 211 S. Ann Street, Suite 301 Port Lavaca TX 77979 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION GATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTgpH2ORIZE;D�RE�PRESENTATIVE '�W� Ilvwrse n donR_enaF ernan r:flRPnRATION_ All riahfs reserved. ACORD 25 (2015I03) The ACORD name and logo are registered marks of ACORD Commissioners' Court— FEBRUARY 10, 2020 7. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO. 7) To appoint LaDonna Thigpen as Civil Rights Officer for the CDBG-DR contract number 20-065-064-C182 and authorize the County Judge to sign the appropriate forms. (RM) V RESULT: APPROVED [UNANIMOUS] MOVER: David Hall, Commissioner Pct I' SECONDER: Gary Reese, Commissioner Pct 4 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese Page 5 of 12 COMMUNITY DEVELOPMENT & REVITALIZATION The Texas General Land Office Appointment of Civil Rights Officer Ix�ft� Subrecipient: ICalhounCounty I ContractNumber: 211 S. Ann St., Suite 301, Port Lavaca, TX 77979 Address, City, State, and Zip Code +1 (361) 553-4600 richard.meycr@calliouncotx.org Phone Number Email Address Civil Rights O'cer: I, Richard Meyer do hereby appoint LaDomm Thigpen Printed Name of Elected Official Printed Name of Designated Civil Rights Officer as the Civil Rights Officer for � � Calhoun County The appointed Civil Rights Officer shall be responsible for the oversight of and compliance with civil rights laws including fair housing, equal opportunity, and Section 504 as required by the Texas General Land Of£ce (GLO) contract identified above. The Civil Rights Officer is responsible for maintaining familiarity with and adhering to all civil rights laws and regulations pertaining to U.S. Department of Housing and Urban Development (HUD) CDBG-DR and GLO program funding. The appointed Civil Rights Officer's contact information is: +1 (361) 553-4400 ladonna.thigpen@calhouncotx.org Phone Number Email Address I acknowledge the appointment and duties of Civil Rights Officer. of Civil Rights Officer ernateCivil Rights Officer for the aforementioned contract. Note that an AlternateCivil Rights Otticer is optional, bnt recommended. Alternate Civil Rights Officer is: Name of Designated Alternate Officer Phone Number Email Address I acknowledge the appointment and duties of Civil Rights Officer. of Alternate Civil Rights Officer Date Date .� County Judge 2-10-2020 Signature of cted Official Tithe: Date (Mayor/County Judge) Effective September 2018 Commissioners' COUri — FFBRUARY 10, 2020 8. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO, 8) To appoint LaDonna Thigpen as Section 3 Coordinator for the CDBG-DR contract number 20-065-064-C182. (RM) RESULT: APPROVED [UNANIMOUS] MOVER: Vern Lyssy, Commissioner Pct 2 SECONDERc Gary Reese, Commissioner Pct 4 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese Page 6 of 12 COMMUNITY DEVELOPMENT & REVITALIZATION The Texas General Land Office Appointment of Section 3 Coordinator Economic Opportunities for Low and Very Low -Income Persons Subrecipient: Calhoun County 3 Coordinator Information: Section 3 Coordinator: LaDonna Thigpen (Print Nance) Contract No: 20A65-064-C182 Contract Award Date: January 21, 2020 I will serve as the Section 3 Coordinator for the aforementioned contract. I understand Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701 u) and the GLO-CDR Section 3 Policy. My contract information is as follows: 211 S. Ann St., Suite 301 Port Lavaca State: TX Zip: 77979 No: 361-553-4400 E-mailAddress: ladonna.thigpen@calhouncotx.org 3 Coordinator — Date: � — i 0 — �p re: Authorized Subrecipient Representative: (Print Nanw) Authorized Subrecipient Representative: Date: (Signaho•e) Effective September 2018 Commissioners' Court — FEBRUARY 10, 2020 9. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO. 9) To approve billing increases for the Calhoun County EMS. (RM) Dustin Jenkins, Director Calhoun County EMS, requested a 7% increase as well as providing itemized charges. RESULT: APPROVED,[UNANIMOUS] MOVER: Vern Lyssy, Commissioner Pct 2 SECONDER: David Hall, Commissioner Pct 1 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese Page 7 of 12 Mae Belle Cassel From: Dustin.Jenkins@calhouncotx.org (Dustin Jenkins)<Dustin.Jenkins@calhouncotx.org> Sent: Monday, February 3, 2020 4:23 PM To: Mae Belle Cassel Cc: Lori McDowell; Donna Hall; Dustin Jenkins Subject: Fwd: [WARNING -Remote attachments, verify sender] RE: 2020 CCEMS Rates Dear Judge Meyer and the Calhoun County Commissioners Court, The Calhoun County EMS billing company EMERGICON, has suggested some billing changes for 2020 1. Billing Increase: First, Emergicon recommends we increase our Billing Charges 10%and add a few itemized charges, which we currently do not have (BELOW IN RED). This addition would align CCEMS with the recent Texas EMS increase. I feel that a 10% increase is drastic and would like to suggest a 7% increase to help relive our patients from a portion of this financial burden. The following chart details what these increases would look like in relation to our current charges. Charge Current Proposed 10% Proposed 7% ALS-E - A0427 $1,300.00 $1,430,00 $1,391,00 ALS-Non - A0426 $1,200.00 $1,320,00 $1,284,00 ALS 2 - A0433 $2,000,00 $2,200,00 $2,140.00 BLS-E-A0429 $1,100,00 $1,210,00 $1,177.00 BLS -Non - A0428 $1,000.00 $11100.00 $1,070,00 SCT - A0434 $2,250,00 $2,475,00 $2,407,50 ALS Disp - A0398 $350,00 $385,00 $374,50 BLS Disp-A0382 $250,00 $275,00 $267,50 02-A0422 $130,00 $143,00 $139,10 Mileage - A0425 $22,87 $25,00 $24,47 TNT -A0998 $150,00 $165,00 $160,50 Airway Management New $112.80 $112,80 IV Therapy New $309,60 $309,60 EKG Interpretation New $312 $312 Defibrillation New $309,60 $309,60 Esophageallntubation New $312 $312 Emergency Rate New $112,80 $112.80 Pulse Oximetry New $113.40 $113,40 2. Private Pay Policy: Further, Emergicon has again this year suggested the following regarding Private Pay: "Your agency does not implement a prompt pay discount. The majority of our clients, 100+ agencies across the State of Texas, implement private pay incentive policies for delinquent private pay accounts. This is an effective method of increasing total private pay cash receipts. The discount is not advertised and would be reserved for non-resident, self-oav patients that are delinquent and specifically ask about a discount for full payment. 25% is the most common prompt pay discount. The EMS agencies that authorize private pay incentive policies experience an increase in overall private pay payments. Recommendation: Allow discounts for prompt pay." 1 I request authorization to make the 7% increase, add the itemized charges, and implement the prompt pay incentive for private pay accounts. Very Respectfully, J. Dustin Jenkins, DMIN, MBA, LP Director of EMS Calhoun County, TX From: "crivera@emergicon.com (Callie Rivera)" <crivera@emergicon.com> To:"Dustin.Jenkins@calhouncob(.org"<Dustin.Jenkins@calhouncobc.org> Cc: "kcoyle@revopsllc.com" <kcoyle@revopsllc.com>, Lori McDowell<Lori.McDowell@calhouncotx.org>, "support@emergicon.zendesk.com" <support@emergicon.zendesk.com>, Christopher Turner <cturner@emergicon.com> Date: Fri, 24 Jan 2020 22:07:13 +0000 Subject: [WARNING -Remote attachments, verify sender] RE: 2020 CCEMS Rates Hello Dustin, Thank you for your patience while we worked on this fee schedule update. I've listed a proposed increase below that we believe will help increase your revenue with commercial payors. It includes addition fees that are applicable to high acuity transports. Please let us know if you'd like to implement the proposed amounts below, and we can easily begin implementation. Also, we received the request for your most recent Management Summary, and I have attached that as well. Please let me now if you need anything else for either of these. Q Current Proposed ALS-E-A0427 $1,300.00 $1,430,00 ALS-Non - A0426 $1,200.00 $1,320.00 ALS 2 - A0433 $21000.00 $2,200,00 BLS-E-A0429 $1,100.00 $1,210.00 BLS -Non - A0428 $1,000.00 $1,100.00 SCT-A0434 $2,250,00 $2,475.00 ALS Disp - A0398 $350,00 $385,00 BLS Disp-A0382 $250,00 $275,00 02 - A0422 $130,00 $143,00 Mileage - A0425 $22.87 $25.00 TNT -A0998 $150,00 $165,00 Airway Management New $112.80 IV Therapy New $309.60 EKG Interpretation New $312 Defibrillation New $309,60 Esophageallntubation New $312 Emergency Rate New $112.80 Pulse Oximetry New $113,40 Thank you, Callie Rivera —Client Success Manager crivera(a-)emergicon.com I p. 972-602-2060 ext. 462 c. 214-713-5054 1 f. 800-983-0540 CLIENT HOTLINE — 866.TEX.EMS1 (886.839.3671) aEMERGICON E1WlX)Nl BY11-F SEA ort Aransas, TX 2020 This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. This document may contain information covered under the Privacy Act (5 USC 552(a)), the Health Insurance Portability and Accountability Act (PL 104-191) and/or the Texas Medical Privacy Act (Tex. Health & Safety Code §181) and the various implementing regulations and must be protected in accordance with those provisions. Healthcare information is personal and sensitive and must be treated accordingly. If this correspondence contains healthcare information it is being provided to you after appropriate authorization from the patient or under circumstances that don't require patient authorization. You, the recipient, are obligated to maintain it in a safe, secure and confidential manner in accordance with applicable law. Disclosure without patient consent as permitted by law is prohibited. Unauthorized disclosure or failure to maintain confidentiality subjects you to application of appropriate sanction. If you have received this correspondence in error, please notify the sender at once, delete this email from your system and destroy any copies you have made. If you are not the intended recipient you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited. From: Dustin Jenkins <Dustin.Jenkinsacalhowxotx.org> Sent: Wednesday, January 22, 2020 1:09 PM To: Travis Autery <tauterysaemergicon.com>; kcovle urevopsllc.com Cc: Lori McDowell <Lori McDowellLcalhouacotx.org> Subject: 2020 CCEMS Rates Travis & Kevin, With the new year, what are your thoughts on doing a billing rate increase? Thanks, J. Dustin Jenkins, DMin, MBA, LP Director of Emergency Medical Services 705 Henry Barber Way Calhoun County, TX dustin.jenkinsCa calhouncotx org (361) 571-0014 Calhoun County Texas J. Dustin Jenkins, DMin, MBA, LP Director of Emergency Medical Services 705 Henry Barber Way Calhoun County, TX dustin.jenkins@cathouncotx.org (361) 571-0014 Calhoun County Texas Commissioners' Court-- FEBRUARY 10, 2020 10. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO. 10) To approve a Business Associate Agreement with CHANGE Healthcare for the addition of the Charity Determination Module to the contract for the Charity Care Program and authorize the EMS Director to sign. RESULT: APPROVED [UNANIMOUS] MOVER: Vern Lyssy, Commissioner Pct 2 SECONDER: David Hall, Commissioner Pct 1 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese Page8of12 CHANGE HEALTHCARE Calhoun County EMS Customer Number: Agreement Number: BAA202010031422 Business Associate Agreement This Business Associate Agreement ("Agreement") is between Change Healthcare Operations, LLC , on behalf of its subsidiaries and affiliates ("Change Healthcare") and Calhoun County EMS ("Customer") and is effective as of the latest date below ("Effective Date"). Purpose Change Healthcare and Customer are parties to an agreement or a series of agreements ("Underlying Agreement") under which Change Healthcare provides products, software and/or services to Customer ("Services"), In conjunction with the Services, Customer may make available to Change Healthcare, as a Business Associate of Customer, PHI (as defined below) of Individuals. This Agreement sets forth the terms and conditions with respect to the handling of PHI pursuant to the Health Insurance Portability and Accountability Act ("HIPAA") Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160 and Part 164, Subparts A and E ("Privacy Rule"), the HIPAA Security Standards, 45 C.F.R. Part 160 and Part 164, Subparts A and C ("Security Rule"), the HIPAA Breach Notification Regulations, 45 C.F.R. Part 164, Subpart D ("Breach Notification Rule"), and the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), all as amended. Agreement 1. Definitions Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in the Privacy Rule, Security Rule, and the Breach Notification Rule, which definitions are incorporated in this Agreement by reference. "Electronic Protected Health Information" or "Electronic PHI" has the meaning given under the Privacy Rule and the Security Rule, including, but not limited to, 45 C.F.R. § 160.103, as applied to the Electronic PHI that Change Healthcare creates, receives, maintains, or transmits from or on behalf of Customer. "Protected Health Information" or "PHI" has the same meaning as the term "protected health information" in 45 C.F.R. § 160.103, as applied to the PHI created, received, maintained, or transmitted by Change Healthcare from or on behalf of Customer. 2, Permitted Uses and Disclosures of PHI 2.1. Uses and Disclosures of PHI Pursuant to the Underlying Agreement. Change Healthcare may Use or Disclose PHI only as necessary to perform Services, or as otherwise expressly permitted in this Agreement or Required by Law, and will not further Use or Disclose such PHI. 2.2. Change Healthcare Management, Administration, and Legal Responsibilities. Change Healthcare may Use PHI for Change Healthcare's management and administration, or to carry out Change Healthcare's legal responsibilities. Change Healthcare may Disclose PHI to a third party for such purposes only if: (a) the Disclosure is Required by Law; or (b) Change Healthcare obtains reasonable assurances from the recipient that the recipient will: (i) hold the PHI confidentially; (ii) Use or Disclose the PHI only as Required by Law or for the purpose for which it was Disclosed to the recipient; and (iii) notify Change Healthcare of any instances in which it is aware that the confidentiality of the information has been breached. Page 7 of 5 v053119 2.3. Data Aggregation. Change Healthcare may Use PHI to provide Data Aggregation services for the Health Care Operations of the Customer as permitted by 45 C.F.R. § 164.504(e) (2) (i)(B). 2.4. De -identified Data. Change Healthcare may de -identify PHI in accordance with 45 C.F.R. § 164.514(b) and may Use or Disclose such de -identified data unless prohibited by applicable law. 2.5. Customer Responsibilities. Except as expressly provided in the Underlying Agreement or this Agreement, Change Healthcare will not assume any obligations of Customer under the Privacy Rule. To the extent Change Healthcare is to carry out Customer's obligations under the Privacy Rule, Change Healthcare will comply with the requirements of the Privacy Rule that apply to Customer's compliance with such obligations. 3. Obligations of Change Healthcare 3.1. Appropriate Safeguards. Change Healthcare will implement and maintain appropriate administrative, physical, and technical safeguards to comply with the Security Rule with respect to Electronic PHI, to prevent Use or Disclosure of such information other than as provided for by the Underlying Agreement and this Agreement. 3.2. Reporiing of Improper Use or Disclosure, Security Incident or Breach. Change Healthcare will report to Customer any Use or Disclosure of PHI not permitted under this Agreement, Breach of Unsecured PHI or any Security Incident, without unreasonable delay, and in no event more than fifteen (15) business days following Discovery; provided, however, that the parties acknowledge and agree that this Section constitutes notice by Change Healthcare to Customer of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents. "Unsuccessful Security Incidents" will include, but not be limited to, pings and other broadcast attacks on Change Healthcare's firewall, port scans, unsuccessful log -on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized access to, Use or Disclosure of PHI. Change Healthcare's notification to Customer of a Breach will comply with the requirements set forth in 45 C.F.R. § 164,404, 3.3. Change Healthcare's Subcontractors. If any Subcontractor of Change Healthcare creates, receivesI maintains, or transmits PHI on behalf of Change Healthcare for the Services provided to Customer, Change Healthcare agrees to enter into an agreement with such Subcontractor that contains substantially the same restrictions and conditions on the Use and Disclosure of PHI as contained in this Agreement. 3.4. Access to PHI. To the extent Change Healthcare agrees in the Underlying Agreement to maintain any PHI in a Designated Record Set that is not duplicative of a Designated Record Set maintained by Customer, Change Healthcare will make such PHI available to Customer within 15 business days of Change Healthcare's receipt of a written request from Customer. Customer is solely responsible for: (a) making all determinations regarding the grant or denial of an Individual's request for PHI contained in a Designated Record Set, and Business Associate will make no determinations; and (b) releasing PHI contained in a Designated Record Set to an Individual pursuant to a request; and (c) all associated costs and liabilities. 3.5. Amendment of PHI. To the extent Change Healthcare agrees in the Underlying Agreement to maintain any PHI in a Designated Record Set that is not duplicative of a Designated Record Set Page 2 of 5 v053119 maintained by Customer, Change Healthcare agrees to make the information available to Customer for amendment within 20 business days of Change Healthcare's receipt of a written request from Customer. 3.6. Accounting of Disclosures. Change Healthcare will provide to Customer, within 30 business days of Change Healthcare's receipt of a written request from Customer, an accounting of Disclosures of PHI as is required to permit Customer to respond to a request by an Individual for an accounting of Disclosures of PHI in accordance with 45 C.F.R. § 164.528. 3.7. Governmental Access fo Records. Change Healthcare will make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of the Secretary determining compliance with the Privacy Rule, the Security Rule, or the Breach Notification Rule, 3.8. Mitigation. To the extent practicable, Change Healthcare will cooperate with Customer's efforts to mitigate a harmful effect that is known to Change Healthcare of a Use or Disclosure of PHI by Change Healthcare that is not permitted by this Agreement. 3.9. Minimum Necessary. To the extent required by the "minimum necessary" requirements under HIPAA, Change Healthcare will only request, Use, and Disclose the minimum amount of PHI necessary to accomplish the purpose of the request, Use, or Disclosure. 4. Customer Obligations Customer will notify Change Healthcare 15 business days, if practicable, prior to the effective date of: (a) any limitations) in its notice of privacy practices in accordance with 45 C.F.R. § 164,520; (b) any changes in, or revocation of, permission by an Individual to Use or Disclose PHI; or (c) any restriction to the Use or Disclosure of PHI that Customer has agreed to in accordance with 45 C.F.R. § 164.522. Customer will make a notification to the extent that the limitation, restriction, or change may affect Change Healthcare's Use or Disclosure of PHI in connection with the Services, and, with respect to those changes described in (b) and (c), Customer will take all necessary measures to ensure that Change Healthcare will not receive any PHI following the date of any changes in or revocation of permission described in (b) or any restriction described in (c) and will assume any associated liabilities. 5. Term and Termination 5.1. Term. The term of this Agreement commences on the Effective Date and automatically terminate upon the termination of the Underlying Agreement. 5.2. Termination for Cause. Upon either party's knowledge of a material breach by the other party of this Agreement, the non -breaching party may terminate this Agreement immediately if cure is not possible. Otherwise, the non -breaching party will provide written notice to the breaching party detailing the nature of the breach and providing an opportunity to cure the breach within 20 business days. Upon the expiration of the 20 day cure period, the non -breaching party may terminate this Agreement. Termination under this section will terminate this Agreement solely as it applies to the Services giving rise to the material breach. 5.3. Effect of Termination. Page 3 of 5 v053119 5.3.1. Except as provided in Section 5.3.2, upon termination of this Agreement for any reason, Change Healthcare will return or destroy all PHI that Change Healthcare or its Subcontractor maintain in any form or format, at Customer's expense. 5.3.2. If Change Healthcare believes that returning or destroying PHI upon termination of this Agreement for any reason is infeasible, Change Healthcare will: (a) extend the protections of this Agreement to the PHI; and (b) limit further Uses and Disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Change Healthcare maintains the PHI. 5.3.3. The rights and obligations of Change Healthcare under Section 5.3 of this Agreement will survive the termination of this Agreement. 6. Cost Reimbursement In the event of a Breach caused solely by Change Healthcare or its employees or subcontractors and notice to Individuals is required pursuant to the Breach Notification Rule, Change Healthcare agrees to reimburse Customer for the reasonable and substantiated costs related to the following: providing notifications to affected individuals, the media, or the Secretary, providing credit monitoring services to the affected individuals, if appropriate, for up to one (1) year, any fines and penalties assessed against Customer directly attributable to a Breach by Change Healthcare or its employees or subcontractors, investigation costs, and mitigation efforts required under the Privacy Rule or Security Rule, 7. Cooperation in Investigations Each party will cooperate in good faith with the other party in connection with any request by a federal or state governmental authority for additional information and documents or any governmental investigation, complaint, action or other inquiry. 8. Compliance with Law The Parties are required to comply with federal and state laws regarding the protection of PHI as defined by HIPAA. If this Agreement must be amended to secure such compliance, the Parties will meet in good faith to agree upon non -financial terms to amend this Agreement. 9. General 9.1. Construction of Terms. The terms of this Agreement will be construed in light of any applicable interpretation or guidance on the Privacy Rule, the Security Rule, or the Breach Notification Rule issued by HHS. 9.2. Governing Law. This Agreement is governed by, and will be construed in accordance with, the laws of the State that govern the Underlying Agreement. 9.3, Assignment, Neither Customer nor Change Healthcare may assign this Agreement without prior written consent from the other party, which will not be unreasonably withheld; provided, however, either party may assign this Agreement to the extent that they are permitted to assign the Underlying Agreement. Nothing in this Agreement will confer any right, remedy, or obligation upon anyone other than Customer and Change Healthcare, 9.4. Notices. All notices relating to the parties' legal rights and remedies under this Agreement: (a) will be provided in writing to a party; (b) will be sent to its address set forth in the Underlying Page 4 of 5 v053119 Agreement, or to such other address as may be designated by that Party by notice to the sending party; and (c) will reference this Agreement. 9.5. Incorporation into Underlying Agreement, This Agreement modifies and supplements the terms and conditions of the Underlying Agreement, will be considered an attachment to the Underlying Agreement, and is incorporated as though fully set forth within the Underlying Agreement. This Agreement will govern in the event of conflict or inconsistency with any provision of the Underlying Agreement. 9.6. Counterparts. This Agreement may be executed in two or more counterparts, each of which is considered an original and when taken together constitutes one agreement. Facsimile and electronic signatures are considered original signatures for all purposes of this Agreement. 9.7. Relationship of Parties. Each party is an independent contractor of the other party. Neither party can bind the other party or create any right or obligation for the other party. Each signatory represents and warrants that it is duly authorized to sign, execute, and deliver this Agreement on behalf of the party it represents. Change Healthcare Operations, LLC Address: 3055 Lebanon Pike Nashville, TN 31214 gn d Name Title Date Calhoun County EMS Address: 216 East Mahan Port Lavaca, TX Name Title �Zt�ZO Date Page 5 of 5 v053119 CERTIFICATE OF INTERESTED PARTIES FORM 1295 l of l Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos, 1, 2, 31 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2020-581228 Date Filed: 01/27/2020 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Change Healthcare Nashville, TN United states 2 Name of governmental entity or state agency that is a parry tot the contract for which the form Is being filed. Calhoun County 3 Provide the Identification number used by the governmental entity or state agency to track or identity the contract, and provide a description of the services, goods, or other property to be provided under the contract. CCE49587 Administration of the Texas Ambulance Supplemental Payment Program 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is aAj41 JU ` Q A Ll O and my date of birth is My address is , (street) (city) (state) (zip coda) (country) I declare under penalty of perjury that the foregoing is true and correct. 1 , q ,� Executed in rr6 h. 0 � h County, State of ��� 1 b , on the .� t day ofi CM(I , 20�. (month) (year) �Signa 12 of a orizer `�nt of cdntracting business entity (Declarant) Forms nrovided by Texas Ethics C.nmmissinn www.ethirs state.tx.us Version V1.1.3a6aaf7d CERTIFICATE OF INTERESTED PARTIES FORnn 1295 l ofl Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2020-581228 Date Filed: 01/27/2020 Date Acknowledged: 03/16/2020 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Change Healthcare Nashville, TN United States 2 Name of governmental entity or state agency that is a party to the contract for which the form being filed. Calhoun County is 3 Provide the identification number used by the governmental entity or state agency to track description of the services, goods, ar other property to be provided under the contract. CCE49587 Administration of the Texas Ambulance Supplemental Payment Program or identify the contract, and provide a 4 Name of Interested Part Y Cit State, Countr lace of business X Y (p ) Nature of interest check a licable ( PP 1 Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 UNSWORN DECLARATION My name is ,and My address is my date of birth is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of , on the _day of , 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethicsstate.tx.us verson vl.isaoaai ru Commissioners` Court — FEBRUARY 10, 2020 11. CONSIDER AND TAKE NECESSARY ACTION (AGENDA ITEM NO. 11) To approve the revised interlocal agreement with the Texas Department of Public Safety for the Failure to Appear Program and authorize the County Judge to sign. (RM) Passed and tabled for next meeting. Page 9 of 12 Commissioners' Court — FEBRUARY 10, 2020 12, Accept reports from the following County offices: 1. Floodplain Administration —January 2020 2. Sheriff's Office — January 2020 RESULT: APPROVED [UNANIMOUS] MOVER: Vern Lyssy, Commissioner Pct 2 SECONDER: David Hall, Commissioner Pct 1 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese Page 10 of 12 Calhoun County Floodplain Administration 211 South Ann Street, Suite 301 Pott Lavaca, TX 77979-4249 Phone: 361-553-4455/Pax: 361-553-4444 e-mail: karen.rinasz@calhouncotx.org January 2020 Development Permits New Homes — 3 Renovations/Additions — 0 Mobile Homes —1 Boat Barns/Storage Buildings/Garages - 0 Commercial Buildings/RV Site -0 Total Fees Collected: $240 SHERIFF'S OFFICE MONTHLY REPORT JAN. -2020 BAIL BOND FEE $ 495.00 CIVIL FEE $ 610.00 JP#1 $ - JP#2 $ 1,502.00 JP#3 $ - JP#4 $ 10055000 JP#5 $ 820.00 PL MUN. $ - COUNTY COURT $ - SEADRIFT MUN. $ - PC MUN. $ 920.40 OTHER $ - PROPERTY SALES $ - DISTRICT $ - CASH BOND $ TOTAL: $ 5v402.40 Commissioners' Court — FEBRUARY 10, 2020 13. Consider and take necessary action on any necessary budget adjustments. 2019 RESULT: APPROVED [UNANIMOUS] MOVER: Gary Reese,Commissioner Pct 4 SECONDER: Vern Lyssy, Commissioner Pct 2 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese 2020 RESULT: APPROVED [UNANIMOUS] MOVER: David Hall, Commissioner Pct 1 SECONDER: Gary Reese, Commissioner Pct 4 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese Page 11 of 12 6 1 W {VpQ�I ((SVC��11 U l 70 rT+ 119 c Jill 6 _ yWi, �= V — Z =_ rn x = 0 tn P ao= C'J x= a �= c H N 9 hl �d a Commissioners' Court— FEBRUARY 10, 2020 14. Approval of bills and payroll. MMC RESULT: APPROVED [UNANIMOUS] MOVER: David Hall, Commissioner Pct 1 SECONDER: Vern Lyssy, Commissioner Pct 2 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese County - 2019 RESULT: APPROVED [UNANIMOUS] MOVER: David Hall, Commissioner Pct 1 SECONDER: Vern Lyssy, Commissioner Pct 2 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese County - 2020 RESULT: APPROVED [UNANIMOUS] MOVER: David Hall, Commissioner Pct I SECONDER: Vern Lyssy, Commissioner Pct 2 AYES: Judge Meyer, Commissioner Hall, Lyssy, Syma, Reese Adjourned: 10:19 a.m. Page 12 of 12 Mmk- #M _F p - i MEMORIALr ml i i��r5��# t�' 9.:!.`1..P,4h 22S phio r'mimrd F�*�r3a�,r;* rf?9 its 2flir 0Q0 Ljv1�EAij pvv�lWa i gifdmamV ipF#44V -$LJO 9 P4; pk �M 3124 Sri Prosporlity, Elocirmile Saiik Payments. 24-2,r �.:: 'e0 Gr@'it < wuvi d Le:m#'r' pd tim M. 2Xfr'%2% lfJ TFCMRN J;tain,; y p ULx , Pmmvl ;a? tF Zte,k 2rr210 Pay fliu t rafAe ••S CEaigri Fr st!�,awp Fee 4A 93 Paive t S..t F°� FlllF�51�95� HiklVl 4iPL �,���1*# e ,fqF'I'l2 ` & q N -r,c upf +�YLa__w5 idaneIN' ;i.�t'i , 2:i"ri2,.,2M P#wti r4 ttsp�-d URANG rriimfw a.ulga a3 Ik-a f`•k1�4 A'*�,3. ape ts, .: .: ^a�r:,eY i.�*"4i'€?eki _ , A`e,' , •. 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Falb% February 10, 2020 2020 APPROVAL LIST - 2020 BUDGET COMMISSIONERS COURT MEETING OF 02/10/20 BALANCE BROUGHT FORWARD FROM APPROVAL LIST REPORT PAGE 8 $33,034.65 FICA P/R $ 51,597.58 MEDICARE P/R $ 12,067.10 FWH P/R $ 37,163.97 NATIONWIDE RETIREMENT SOLUTIONS P/R $ 4,399.48 OFFICE OF THE ATTORNEY GENERAL - CHILD SUPPORT P/R $ 1,543.00 RELIANCE STANDARD LIFE P/R $ 4265.14 AT&T MOBILITY A/P $ 282,59 AQUA BEVERAGE TREASURER A/P $ 33,99 CABLE ONE A/P $ 119,49 CITY OF POINT COMFORT A/P $ 32,20 FRONTIER COMMUNICATIONS A/P $ 239,11 GBRA A/P $ 333,47 KERRI BOYD BLDG MAINT A/P $ 15.00 REPUBLIC SERVICES #847 A/P $ 33,07 SERVICE SUPPLY BLDG MAINT A/P $ 2734 TEXAS WAVENET WIRELESS A/P $ 184.98 TRIPLE D SECURITY CORPORATION LIBRARY A/P $ 35,00 VOYAGER A/P $ 12,525.43 TOTAL VENDOR DISBURSEMENTS: $ 157,932.59 TOTAL AMOUNT FOR APPROVAL: $ 157,932.59 °''l February 10, 2020 2020 APPROVAL LIST - 2019 BUDGET COMMISSIONERS COURT MEETING OF 02/I0/20 BALANCE BROUGHT FORWARD FROM APPROVAL LIST REPORT PAGE $1,854.16 COASTAL REFRIGERATION BLDG MAINT A/P $ 69889,90 FERGUSON BLDG MAINT A/P $ 74.92 GULF COAST PAPER BLDG MAINT A/P $ 49.86 PORT LAVACA CLINIC CC.IPD A/P $ 85.00 WAL-MART COUNTY JUDGE AP $ 224.96 TOTAL VENDOR DISBURSEMENTS: $ 9,178.80 TOTAL AMOUNT FOR APPROVAL: $ 9,178.80 b Y �4 nP P" I F,. i' X M `h {* ; t; .� a & t �. 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