Loading...
R2022-106 2022-05-09RESOLUTION NO. R2022-106 A Resolution of The City Council of the City of Pearland, Texas, designating the City Manager and/or his designee, as the authorized official for the purpose of entering into a zero-cost extension of a grant agreement between the City and the State of Texas-General Land office, for property acquisitions and property buyout activities related to Hurricane Harvey. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City Council hereby designates the City Manager and/or his designee, as the authorized official for the purpose of entering into a zero-cost extension of a grant agreement between the City and the State of Texas-General Land office, for property acquisitions and property buyout activities related to Hurricane Harvey. PASSED and APPROVED on this the 9th day of May, A.D., 2022. _____________________________ J.KEVIN COLE MAYOR ATTEST: _____________________________ LESLIE CRITTENDEN CITY SECRETARY APPROVED AS TO FORM: ________________________________ DARRIN M. COKER CITY ATTORNEY DocuSign Envelope ID: 0A25AF02-898B-4C60-9D95-62A4A2F9D6EE Amendment No. 1 GLO Contract No. 20-066-037-C245 Page 1 of 5 AMENDMENT NO. 1 TO GLO CONTRACT NO. 20-066-037-C245 THE GENERAL LAND OFFICE (the “GLO”) and CITY OF PEARLAND (“Subrecipient”), each a “Party” and collectively “the Parties” to GLO Contract No. 20-066-037-C245 (the “Contract”), desire to amend the Contract. WHEREAS, the Parties desire to extend the Contract term; and WHEREAS, the Parties desire to revise or replace certain language in the Contract to correct certain administrative errors and add or update required language; and WHEREAS, the Parties desire to revise the General Affirmations to reflect updated terms; and WHEREAS, these revisions will result in no additional encumbrance of funds; NOW, THEREFORE, the Parties hereby agree as follows: 1. SECTION 2.04 of the Contract is deleted in its entirety and replaced with the following: “2.04 PROGRAM INCOME In accordance with 24 C.F.R. § 570.489, Subrecipient shall maintain records of the receipt and accrual of all Program Income, as Program Income is defined at 24 C.F.R. § 570.489(e). Subrecipient shall report Program Income to the GLO in accordance with ARTICLE IV of this Contract. Subrecipient shall return all Program Income to the GLO at least quarterly, unless otherwise authorized by the GLO in writing. Any GLO-authorized use of Program Income by Subrecipient shall be subject to GLO, HUD, and statutory restrictions and requirements.” 2. SECTION 3.01 of the Contract is amended to reflect a termination date of April 30, 2023. 3. The following SECTION 3.05 is hereby added in its entirety to the Contract: “3.05 REVERSION OF ASSETS Upon expiration or termination of the Contract and subject to this Article: If applicable, Subrecipient shall transfer to the GLO any CDBG-DR funds Subrecipient has on hand at the time of expiration or termination that are not DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Amendment No. 1 GLO Contract No. 20-066-037-C245 Page 2 of 5 attributable to work performed on the Project and any accounts receivable attributable to the use of CDBG-DR funds awarded under this Contract; and If applicable, real property under Subrecipient’s control that was acquired or improved, in whole or in part, with funds under this Contract in excess of $25,000 shall be used to meet one of the CDBG-DR National Objectives pursuant to 24 C.F.R. 570.208 until five (5) years after expiration of this Contract or such longer period of time as the GLO deems appropriate. If Subrecipient fails to use the CDBG-DR- funded real property in a manner that meets a CDBG-DR National Objective for the prescribed period of time, Subrecipient shall pay the GLO an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG-DR funds for acquisition of, or improvement to, the property. Subrecipient may retain real property acquired or improved under this Contract after the expiration of the five-year period or such longer period of time as the GLO deems appropriate.” 4. SECTION 4.03 of the Contract is deleted in its entirety and replaced with the following: “4.03 HUD CONTRACT REPORTING REQUIREMENT HUD requires the GLO to maintain a public website that accounts for the use and administration of all GLO-administered CDBG-DR grant funds. To assist the GLO in meeting this requirement, Subrecipient must prepare and submit monthly to the GLO a written summary of all contracts procured by Subrecipient using grant funds awarded under this Contract. Reports shall be submitted to cdrsubsreporting@recovery.texas.gov, unless otherwise specified in a Technical Guidance Letter issued under this Contract. Subrecipient shall only report contracts as defined in 2 C.F.R. § 200.1. Subrecipient must use a template developed by HUD to prepare the monthly reports, attached hereto as Attachment H and accessible online at https://www.hudexchange.info/resource/3898/public-law-113-2-contract-reporting- template/. Additional information about this reporting requirement is available in Federal Register publications governing the Hurricane Harvey CDBG-DR funding allocation.” 5. SECTION 8.14 of the Contract is deleted in its entirety and replaced with the following: “8.14 PUBLIC RECORDS The GLO shall post this Contract to the GLO’s website. Subrecipient understands that the GLO will comply with the Texas Public Information Act (Texas Government Code Chapter 552, the “PIA”), as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas (the “Attorney General”). Information, documentation, and other material in connection with this Contract may be subject to public disclosure pursuant to the PIA. Subrecipient is required to make any information created or exchanged with the GLO or the State of Texas pursuant to the Contract, and not otherwise excepted from disclosure under the PIA, available to the GLO in portable document file (“.pdf”) format or any other format agreed upon between the Parties that is accessible by the public at no additional charge to the GLO DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Amendment No. 1 GLO Contract No. 20-066-037-C245 Page 3 of 5 or the State of Texas. By failing to mark any information that Subrecipient believes to be excepted from disclosure as “confidential” or a “trade secret,” Subrecipient waives any and all claims it may make against the GLO for releasing such information without prior notice to Subrecipient. The Attorney General will ultimately determine whether any information may be withheld from release under the PIA. Subrecipient shall notify the GLO’s Office of General Counsel within twenty-four (24) hours of receipt of any third-party written requests for information and forward a copy of said written requests to PIALegal@glo.texas.gov. If a request for information was not written, Subrecipient shall forward the third party’s contact information to the above- designated e-mail address.” 6. SECTION 8.19 of the Contract is deleted in its entirety and replaced with the following: “8.19 SURVIVAL The provisions of ARTICLES V, VI, and VII; and SECTIONS 1.01, 1.03, 2.05, 3.02, 3.04, 3.05, 8.02, 8.03, 8.07, 8.08, 8.09, 8.10, 8.11, 8.13, 8.14, 8.15, and 8.29 of this Contract, and any other continuing obligations of Subrecipient shall survive the termination or expiration of this Contract.” 7. SECTION 8.20 of the Contract is deleted in its entirety and replaced with the following: “8.20 CONTRACT CLOSEOUT Upon completion of all Activities required for the Contract, and pursuant to SECTION 2.03 hereof, Subrecipient shall prepare a final Grant Completion Report confirming final performance measures, budgets, and expenses and the GLO will close the contract in accordance with 2 C.F.R. 200.344 through 200.346 and GLO CDBG-DR guidelines. The GLO will notify Subrecipient via official closeout letter.” 8. SECTION 8.26 of the Contract is deleted in its entirety and replaced with the following: “8.26 PREFERENCE AND PROCUREMENT OF MATERIALS (a) In the performance of the Contract, Subrecipient shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired in the following manner: (i) competitively within a timeframe allowing compliance with the Contract’s performance schedule; (ii) in a way that meets the Contract’s performance requirements; or (iii) at a reasonable price. To ensure maximum use of recovered/recycled materials pursuant to 2 C.F.R. § 200.323, information about this requirement, along with the list of EPA- designated items, is available at the EPA’s Comprehensive Procurement Guideline Program website, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program. DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Amendment No. 1 GLO Contract No. 20-066-037-C245 Page 4 of 5 (b) As appropriate and to the extent consistent with law, Subrecipient should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). (c) For purposes of section (b) above: (i) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (ii) “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.” 9. The following SECTION 8.29 is hereby added in its entirety to the Contract: “8.29 CONFIDENTIALITY To the extent permitted by law, Subrecipient and the GLO shall keep all information, in whatever form produced, prepared, observed, or received by Subrecipient or the GLO, confidential to the extent that such information is: (a) confidential by law; (b) marked or designated “confidential” (or words to that effect) by Subrecipient or the GLO; or (c) information that Subrecipient or the GLO is otherwise required to keep confidential by this Contract. Subrecipient must not make any communications or announcements relating to this Contract through press releases, social media, or other public relations efforts without the prior written consent of the GLO.” 10. The following SECTION 8.30 is hereby added in its entirety to the Contract: “8.30 FORCE MAJEURE 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 “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 must promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice must set forth the extent and duration thereof. The Party claiming Force Majeure must exercise due diligence to prevent, eliminate, or overcome such Force Majeure event when it is possible to do so and shall resume performance at the earliest possible date. However, if nonperformance continues for more than thirty (30) days, the GLO may terminate this Contract immediately upon written notification to Subrecipient.” DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Amendment No. 1 GLO Contract No. 20-066-037-C245 Page 5 of 5 11. ATTACHMENT C to the Contract, General Affirmations, is deleted in its entirety and replaced with the Revised General Affirmations, attached hereto and incorporated herein in its entirety for all purposes as ATTACHMENT C-1. 12. This Amendment shall be effective upon the earlier of the date of the last signature or April 30, 2022. 13. The terms and conditions of the Contract not amended herein shall remain in force and effect. SIGNATURE PAGE FOLLOWS DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF SIGNATURE PAGE FOR AMENDMENT NO. 1 TO GLO CONTRACT NO. 20-066-037-C245 GENERAL LAND OFFICE CITY OF PEARLAND Mark A. Havens, Chief Clerk/ Name: Deputy Land Commissioner Title: Date of execution: _______________ Date of execution: _______________ OGC___________________ PM_____________________ SDD____________________ DGC____________________ GC_____________________ ATTACHED TO THIS AMENDMENT: ATTACHMENT C-1 Revised General Affirmations DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Clay Pearson 5/11/2022 City Manager 5/12/2022 Attachment C-1 1. Amendment No. 1 2. GLO Contract No. 20-066-037-C245 Page 1 of 9 * This section does not apply to a contract with a “governmental entity” as defined in Texas Government Code Chapter 2251. Rev. 12/9/2021 GENERAL AFFIRMATIONS TO THE EXTENT APPLICABLE, Subrecipient affirms and agrees to the following, without exception: 1. Subrecipient represents and warrants 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. Subrecipient shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from the GLO. Any attempted assignment or delegation in violation of this provision is void and without effect. This provision does not apply to subcontracting. 3. 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, but for contracts subject to 2 CFR 200, only to the extent such compliance is consistent with 2 CFR 200.319. 4. 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 certificati on is inaccurate.* 5. 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.* 6. If the Contract is for a “cloud computing service” as defined by Texas Government Code Section 2157.007, then pursuant to Section 2054.0593(d)-(f) of the Texas Government Code, relating to cloud computing state risk and authorization management program, Subrecipient represents and warrants that it complies with the requirements of the state risk and authorization management program and Subrecipient agrees that throughout the term of the Contract it shall maintain its certifications and comply with the program requirements in the performance of the Contract. 7. 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. 8. If the Contract authorizes Subrecipient to access, transmit, use, or store data for the GLO, then in accordance with Section 2054.138 of the Texas Government Code, Subrecipient certifies that it will comply with the security controls required under this Contract and will DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Attachment C-1 1. Amendment No. 1 2. GLO Contract No. 20-066-037-C245 Page 2 of 9 * This section does not apply to a contract with a “governmental entity” as defined in Texas Government Code Chapter 2251. Rev. 12/9/2021 maintain records and make them available to the GLO as evidence of Subrecipient’s compliance with the required controls. 9. 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. 10. Subrecipient agrees that any payments due under the Contract shall be applied towards any debt or delinquency that is owed by Subrecipient to the State of Texas. 11. Upon request of the GLO, Subrecipient shall provide copies of its most recent business continuity and disaster recovery plans. 12. 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.* 13. If the Contract is not for architecture, engineering, or construction services, then 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 OR, IF APPLICABLE, OF GOVERNMENTAL IMMUNITY BY SUBRECIPIENT. 14. If the Contract is for architecture, engineering, or construction services, then 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 OR, IF APPLICABLE, OF GOVERNMENTAL IMMUNITY BY SUBRECIPIENT. a. Notwithstanding Texas Government Code, Chapter 2260.002(3) and Chapter 114.012 and any other statute or applicable law, if 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 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 DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Attachment C-1 1. Amendment No. 1 2. GLO Contract No. 20-066-037-C245 Page 3 of 9 * This section does not apply to a contract with a “governmental entity” as defined in Texas Government Code Chapter 2251. Rev. 12/9/2021 of the event giving rise to the claim. The notice must state with particularity: (1) the nature of the alleged breach; (2) the amount 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 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 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 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 sta te’s or the GLO’s sovereign immunity, or, if applicable, the governmental immunity of Subrecipient. 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 or Subrecipient. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas or, if applicable, of Subrecipient 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. Subrecipient 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. 15. If Chapter 2271 of the Texas Government Code applies to this Contract, Subrecipient verifies that it does not boycott Israel and will not boycott Israel during the term of the Contract.* 16. 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 DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Attachment C-1 1. Amendment No. 1 2. GLO Contract No. 20-066-037-C245 Page 4 of 9 * This section does not apply to a contract with a “governmental entity” as defined in Texas Government Code Chapter 2251. Rev. 12/9/2021 Contract are subject to the availability of 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. 17. Subrecipient certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”, published by the United States Department of the Treasury, Office of Foreign Assets Control. 18. 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 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. 19. 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. 20. 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.* 21. 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.* 22. In accordance with Section 2252.901 of the Texas Government Code, for the categories of contracts listed in that section, Subrecipient represents and warrants that none of its employees including, but not limited to, those authorized to provide services under the contract, were employees of the GLO during the twelve (12) month period immediately prior to the date of execution of the contract. Solely for professional services contracts as described by Chapter 2254 of the Texas Government Code, Subrecipient further represents and warrants that if a former employee of the GLO was employed by Subrecipient within one year of the employee’s leaving the GLO, then such employee will not perform services on projects with Subrecipient that the employee worked on while employed by the GLO.* 23. 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 any Party. DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Attachment C-1 1. Amendment No. 1 2. GLO Contract No. 20-066-037-C245 Page 5 of 9 * This section does not apply to a contract with a “governmental entity” as defined in Texas Government Code Chapter 2251. Rev. 12/9/2021 24. 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 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.* 25. 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 SUBRECIPIENT 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.* 26. 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 DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Attachment C-1 1. Amendment No. 1 2. GLO Contract No. 20-066-037-C245 Page 6 of 9 * This section does not apply to a contract with a “governmental entity” as defined in Texas Government Code Chapter 2251. Rev. 12/9/2021 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 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 GLO’S COUNSEL.* 27. Subrecipient has disclosed in writing to the GLO all existing or known potential conflicts of interest relative to the performance of the Contract. 28. 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.* 29. 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. 30. 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 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.* DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Attachment C-1 1. Amendment No. 1 2. GLO Contract No. 20-066-037-C245 Page 7 of 9 * This section does not apply to a contract with a “governmental entity” as defined in Texas Government Code Chapter 2251. Rev. 12/9/2021 31. 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 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. 32. 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. 33. 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. 34. 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. 35. The GLO shall post this Contract to the GLO’s website. Subrecipient understands that the GLO will comply with the Texas Public Information Act (Texas Government C ode Chapter 552, the “PIA”), as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas (the “Attorney General”). Information, documentation, and other material in connection with this Contract may be subject to public disclosure pursuant to the PIA. In accordance with Section 2252.907 of the Texas Government Code, Subrecipient is required to make any information created or exchanged with the GLO or the State of Texas pursuant to the Contract, and not otherwise excepted from disclosure under the PIA, available to the GLO in portable document file (“.pdf”) format or any other format agreed upon between the Parties that is accessible by the public at no additional charge to the GLO or the State of Texas. By failing to mark any information that Subrecipient believes to be excepted from disclosure as “confidential” or a “trade secret,” Subrecipient waives any and all claims it may make against the GLO for releasing such information without prior notice to Subrecipient. The Attorney General will ultimately determine whether any information may be withheld from release under the PIA. Subrecipient shall notify the GLO’s Office of General Counsel within twenty-four (24) hours of receipt of any third-party written requests for information and forward a copy of said written requests to PIALegal@glo.texas.gov. If a request for information was not written, Subrecipient shall forward the third party’s contact information to the above-designated e-mail address. DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Attachment C-1 1. Amendment No. 1 2. GLO Contract No. 20-066-037-C245 Page 8 of 9 * This section does not apply to a contract with a “governmental entity” as defined in Texas Government Code Chapter 2251. Rev. 12/9/2021 36. 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 must report any possible fraud, waste, or abuse that occurs in connection with the Contract to the GLO in the manner prescribed by the GLO’s website, http://glo.texas.gov. 37. 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. 38. 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.* 39. Subrecipient certifies that it does not require its customers to provide any documentation certifying the customer’s COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from Subrecipient’s business. Subrecipient acknowledges that such a vaccine or recovery requirement would make Subrecipient ineligible for a state-funded contract. 40. Pursuant to Government Code Section 2274.0102, Subrecipient certifies that neither it nor its parent company, nor any affiliate of Subrecipient or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries.* 41. If Subrecipient is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Subrecipient verifies that Subrecipient does not boycott energy companies and will not boycott energy companies during the term of the Contract. If Subrecipient does not make that verification, Subrecipient must notify the GLO and state why the verification is not required.* 42. If Subrecipient is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Subrecipient verifies that it (1) does not have a practice, policy, guidance, or directive that discriminates against a “firearm entity” or “firearm trade association” as those terms are defined in Texas Government Code section 2274.001 and (2) will not discriminate during the term of the Contract against a firearm entity or firearm trade association. If Subrecipient does not make that verification, Subrecipient must notify the GLO and state why the verification is not required.* 43. If Subrecipient is a “professional sports team” as defined by Texas Occupations Code Section 2004.002, Subrecipient will play the United States national anthem at the beginning of each team sporting event held at Subrecipient’s home venue or other venue controlled by Subrecipient for the event. Failure to comply with this obligation constitutes a default of this Contract, and immediately subjects Subrecipient to the penalties for default, such as repayment of money received or ineligibility for additional money. In addition, Subrecipient DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF Attachment C-1 1. Amendment No. 1 2. GLO Contract No. 20-066-037-C245 Page 9 of 9 * This section does not apply to a contract with a “governmental entity” as defined in Texas Government Code Chapter 2251. Rev. 12/9/2021 may be debarred from contracting with the State. The GLO or the Attorney General may strictly enforce this provision.* 44. To the extent Section 552.371 of the Texas Government Code applies to Subrecipient and the Contract, in accordance with Section 552.372 of the Texas Government Code, Subrecipient must (a) preserve all contracting information related to the Contract in accordance with the records retention requirements applicable to the GLO for the duration of the Contract, (b) no later than the tenth business day after the date of the GLO’s request, provide to the GLO any contracting information related to the Contract that is in Subrecipient’s custody or possession, and (c) on termination or expiration of the Contract, either (i) provide to the GLO at no cost all contracting information related to the Contract that is in Subrecipient’s custody or possession or (ii) preserve the contracting information related to the Contract in accordance with the records retention requirements applicable to the GLO. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J, Chapter 552, Government Code, may apply to the Contract and Subrecipient agrees that the Contract may be terminated if Subrecipient knowingly or intentionally fails to comply with a requirement of that subchapter.* 45. If the Contract is for consulting services governed by Chapter 2254 of the Texas Government Code, Subrecipient, upon completion of the Contract, must give the GLO a compilation, in a digital medium agreed to by the Parties, of all documents, films, recordings, or reports Subrecipient compiled in connection with its performance under the Contract.* 46. If subject to 2 CFR 200.216, Subrecipient shall not obligate or expend funding provided under this Contract to: (a) procure or obtain; (b) extend or renew a contract to procure or obtain; or (c) enter into a contract to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services, as defined in Public Law 115-232, Section 889, as a substantial or essential component of any system, or as critical technology as part of any system. 47. To the extent Texas Government Code Chapter 2252, Subchapter G applies to the Contract, any iron or steel product Subrecipient uses in in its performance of the Contract that is produced through a manufacturing process, as defined in Section 2252.201(2) of the Texas Government Code, must be produced in the United States. DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF 1111111 Open Market IPurcliase Order II®P01 70 Status:3PS-Sent a General Items Vendor Address Accounting Routing Attachments(12) Notes(2) Change Orders(1) Reminders wuirrninair°y Orr' a d er I110n ma tuue:rur Purchase Order Number: EP017086 Release Number: 0 Short Description: Harvey 5B Local Buyout H-GAC Pearland 20- 066-037-C245 Status: 3PS-Sent Purchaser: Mahsa Azadi Receipt Method: Dollars Fiscal Year: 2020 PO Type: Open Market Minor Status: Organization: Texas General Land Office and Veterans Land Board Department: 26000-Community Location: 26104-Housing- Type Code: Development and Subrecipients Revitalization Alternate ID: 20-066-037-C245 Entered Date: 03/27/2020 12:30:43 PM Control Code: Days ARO: 0 Retainage%: o.00% Discount%: o.00% Required By Date: Promised Date: Print Dest Detail: If Different Pcard Enabled: No Contact Instructions: Contact Jennifer Rodgers at Tax Rate: Actual Cost: $2,727,372.00 (512)475-5145 Print Format: PO Print Ship-to Address: Texas General Land Office Bill-to Address: Texas General Land and Veterans Land Board Office Stephen F Austin Building Commuity Development 1700 North Congress Ave and Revitalization Room B-30 Contact Name:Brenda Contact Name:Chris Lucero Symons PO Box 12873 Austin,TX 78701-1495 Austin,TX 78711-2873 USA USA Email: Email: chris.symons@glo.texas.gov DR.BiIling@glo.texas.gov Phone:(512)463-8264 Phone:(512)475-5095 Doc Type: 9 PCC: Date to Legal: Prepayment?: Recycled Product Code: Recycled Product Amount: Notes: Name-City of Pearland TIN-17460289097 DUS-020796397 Clay Pearson 3519 Liberty Drive Pearland,TX 77581-5416 281-652-1663 cpearson@pearlandtx.gov Project contract:Golden Hardy 281-652-1795 JHARDY@PEARLANDTX.GOV NAME:City of Pearland AMOUNT:$2,727,372.00 DESCRIPTION:NEW GLO Contract 20-066-037-C245 FUNDING: Hurricane Harvey Buyout EFFECTIVE DATE:Upon date of last signature END DATE:2 years from date of last signature JUSTIFICATION:Hurricane Harvey Buyout ASSOCIATED AMENDMENTS:NONE DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF 11111111111 EH 111111111111111111 Agency Files: III rIll n d VendurC Ilk 1,-1. loop andani III errn III'10) III e run andCond o n /.0 III 10'111AC AIIIIlloq upon Summary°Plage ".pcir INew 111(e4lue kot III W1 Only or 111,earIlland pcir 111,earIlland 4'1.0ilicir 111,earIlland III)1011IM S.0ilicir 111,earIlland III 111111M.pci 111,earIlland W q.pcir 111,earIlland III III)111(0'10111(111,1cudget A()III 91q-1 111,earIlland III III 111'4111 ADA AIII 91q-1 11.(loq "./IM C o nlraq II 0'r7 C '41'1 C Inty o r III r 111.0p(if Agency Forms: Vendor Files: Vendor Forms: 111Primary Vend r int"' mat" n P Terms Vendor: 000P1'1,;1 Colly or Preferred Email 111,earIlland Delivery Method: Remit-to Address: Golden Hardy Payment Terms: Shipping Method: 3519 Liberty Drive Pearland,TX 77581 USA Email: Shipping Terms: Freight Terms: cpearson@pearlandtx.gov Phone:(281)652-1663 Id:55002 PO Mailing Address: Golden Hardy 3519 Liberty Drive Pearland,TX 77581 USA Email: cpearson@pearlandtx.gov Phone:(281)652-1663 Id:55002 Inv' ice int"' rmatiT n There are no invoices. tern I! rmatil ornu Change Order In Process Appri val111 a t h Approval Path -VENDORCHK- (Vendor Check) Delete Order Approver Alternate Level Date Requested Date Action Comments Sequence Approver DocuSign Envelope ID: D4612864-EF7C-4D05-9930-0BE7F45337EF 1111111 sop oialiir Approval Path - FEDPROCREV- ( Federal Procurement Review) Delete Order Approver Alternate Level Date Requested Date Action Comments Sequence Approver 2 Vonda 1 03/27/2020 03:33 PM 03/30/2020 04:28 PM Approved(Vonda The agency complied White White) with the agency's and comptroller's contract management guide and the state procurement manual in the purchase Print Print Vendor Copy Copyright©2022 Periscope Holdings,Inc.-All Rights Reserved.