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Ordinance No. 15,327 ORDINANCE NO. 15,327 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH GRANTWORKS, INC., FOR GRANT ADMINISTRATION SERVICES FOR CDBG DISASTER MITIGATION FUNDING;AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN FROM GRANT FUNDS IN AN AMOUNT NOT TO EXCEED ONE HUNDRED FIFTY-SEVEN ONE HUNDRED EIGHTY-FOUR AND NOI100 DOLLARS ($157,184.00), SUBJECT TO SUCCESSFUL APPLICATION FOR FUNDING TO THE TEXAS GENERAL LAND OFFICE; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to a Professional Services Agreement with GrantWorks, Inc.,for grant administration services for CDBG Disaster Mitigation Funding. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to GrantWorks, Inc., from grant funds in an amount not to exceed ONE HUNDRED FIFTY-SEVEN ONE HUNDRED EIGHTY-FOUR AND NO/100 DOLLARS ($157,184.00), subject to successful application for funding to the Texas General Land Office, for professional services in accordance with the agreement authorized in Section I hereinabove. Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by t�aON iCAPIETILLO, City uncil of the City of Baytown this the 12'"day of January, 2023. ayor ATTEST: ANGE LA14�C SON, City Cle k� APPROVED 6 S T ORM: r SCOTT LE ND, City Attorney R:IKaren Anderson\ORDINANCES1202312023.01.121PSAwilhGrantWorks-GnntAdministrationServices.docx EXHIBIT "A" GRANT ADMINISTRATION SERVICES AGREEMENT STATE OF TEXAS § § KNOWN BY THESE PRESENTS: COUNTY OF HARRIS § This Agreement is made this 22nd day of November, 2022,by and between the City of Baytown, Texas, acting by and through its City Council of the City of Baytown,Texas,hereinafter referred to as the "City," and GrantWorks, hic., a Texas corporation, hereinafter referred to as the "Consultant"; The Contractor was procured in conformance with Local Government Code 252/262, 2 CFR Part 200 and Appendix II to Part 200; and the Parties do hereby make and enter into the following agreement: ARTICLE 1. Consultant 1.1 The Consultant, as an independent contractor, covenants and agrees to perform grant application and administrative services associated with various grants to support infrastructure and property buyout/acquisition activities in Baytown for disaster recovery and mitigation purposes from one or more of the following sources:(i)Community Development Block Grant through the State of Texas General Land Office, (ii) Community Development Block Grant through Harris County, (iii) Community Development Block Grant through the Houston-Galveston Area Council, (iv) federal sources such as the Federal Emergency Management Agency (FEMA), and/or (v) other local government or private sources(collectively the"Grants"). Such services shall be performed by the Consultant in accordance with the terms of this Agreement together with the terms of the applicable grant contract award and work authorization, the form of which is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes (the "Work Authorization"). The Consultant covenants and agrees to perform the services in a professional manner. The Consultant shall complete the scope of work described in Article II for each Work Authorization and shall submit reports to the City and to other entities as required by the applicable grant. 1.2 The Consultant shall provide its services under this Agreement with the same degree of care,skill and diligence as is ordinarily provided by such professional under similar circumstances. The Consultant will further give professional consultations and advice to the City during the performance of the services under this Agreement. ARTICLE II. Scope of Work 2.1 The Consultant will perform the following professional services related to the Grants for each Work Authorization, as more specifically detailed in Exhibit "B," which is attached hereto and incorporated herein for all intents and purposes,and the corresponding Work Authorization: a. Pre-Funding Services. For each Grant, the Consultant will develop project scope and complete all related funding applications.The Consultant will also work with various City departments, including Engineering, Public Works, Planning and Finance, as applicable, to provide necessary documents and concise information to various funding entities Grant Administration Services Agreement,Page 1 relating to the disaster recovery funding applications. The required information shall be submitted in a format acceptable to the applicable funding entity. b. Post-Funding Services. The Consultant will administer and complete infrastructure, utilities, buyouts/acquisition, and all eligible projects appropriate for funding by the Grants. The Consultant must follow all requirements of the applicable funding entity. c. General Administration Services. In addition to general administrative duties and construction management, the Consultant will provide infrastructure-related services such as,but not limited to,acquisition and environmental services as described in Exhibit "B."In relation to property buyouts,the Consultant will provide case management services including,but not limited to, site inspections, environmental services and all related closing documents and procedures. 2.2 It is expressly understood and agreed that the services required herein will not be complete until the services set forth herein for each Grant are complete and accepted by the City. The Consultant will,without additional compensation,revise program documents as necessary in order for the City to obtain final approval by the applicable funding entity. 2.3 Pursuant to this Agreement, the City shall have the option to obtain the services of the Consultant to perform additional services. Such additional services shall be described in a written amendment to this Agreement, as agreed mutually by the City and the Consultant, including a description of the additional work, associated compensation, and time schedule as applicable. Such amendment must be finally agreed to and fully executed prior to the City being liable for expenses associated with any additional services. ARTICLE Ill. Consultant Personnel 3.1 The Consultant represents that it has or will secure at its own expense all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the City. 3.2 The Consultant may contract with subconsultants for portions of the work or services under this Agreement with the prior written approval of the City. Any work or services subcontracted hereunder shall be specified by a written contract and shall be subject to the provisions of this Agreement. ARTICLE IV. Support Services 4.1 To the extent authorized by law,the readily available existing data and documentation obtained by the City that are relevant to the accomplishment of the Scope of Work specified in Article II and the Work Authorization shall be made available by the City for use by the Consultant. The City will provide the best documentation and data that it possesses;however,in providing such data and documentation, the City makes no warranty as to the accuracy or reliability of the same. Furthermore,the existing data and documentation shall be provided in a format as approved by the City. Nothing contained herein shall be construed as requiring the City to tender information in any particular format, including shape files. Grant Administration Services Agreement,Page 2 4.2 The City shall consider and act on all documents and project work items submitted by the Consultant that require review, comments or approval by the City within a reasonable period of time so as to enable the Consultant to complete the work on schedule as provided in Article V of this Agreement. ARTICLE V. Time of Performance 5.1 The Consultant shall commence services upon execution of this Agreement and receipt of written notice to proceed from the City. 5.2 The Consultant shall complete the services described in Article II in accordance with the timeline in each Grant, unless the scope of work and time of performance are changed in accordance with Article X or Section 14.1. 5.3 This agreement shall extend and be in full force until the completion and acceptance by the City of the tasks set forth in Exhibit "B." 5.4 The completion schedule set forth in this Article V may be subject to causes that result in delay over which neither the Consultant nor the City has any control. Notification and justification of any such delays identified by the Consultant must be made in writing and approved by the City. The schedule of work will be extended to include any such delays pursuant to Section 14.1. 5.5 Except for the indemnity, release, and the tail coverage required in Article XIII, this Agreement shall terminate upon the City's final acceptance of work completed by the Consultant, unless otherwise terminated or modified as hereinafter provided. ARTICLE VI. Compensation to Consultant 6.1 Subject to Section 6.4, the City shall compensate the Consultant for the professional services performed under this Agreement. For the basic services described in Exhibit "B," the City shall pay the Consultant in full payment for services rendered an amount as indicated hereinbelow based upon the percentage of completion of each task as determined in the sole reasonable discretion of the City Manager. The fee for each Grant will be based upon each Grant's final award amount. The City reserves the right to renegotiate fees based upon the type and scope of the Project being pursued. It is agreed that upon determination of total funding request amount, Consultant and the City will execute a Work Authorization that will detail the final contract amount and cost for services. It is also agreed that payments to such Consultant shall be subject to adjustment where monitoring reviews or audits by the funding agency indicate that personal services were compensated at greater than reasonable rates. a. _Application Services. For work associated with Community Development Block Grant— Disaster Recovery (CDBG-DR) or Community Development Block Grant —Mitigation (CDBG-MIT) and in consideration of the foregoing, the City shall pay Consultant a fee not to exceed ZERO AND NO/100 DOLLARS ($0.00) for Application Preparation Services. Grant Administration Services Agreement,Page 3 b. Administrative Services. For administrative services associated with Community Development Block Grant—Disaster Recovery(CDBG-DR)or Community Development Block Grant Mitigation (CDBG-MIT), the City shall pay Consultant a fee not to exceed the maximum percentage on the table below for Administrative Services, as may be amended by the applicable Work Authorization,based upon the final grant award amount. i , i $2.6.%.900.00-11-13AC 5157,184.00 Chambers Como TBD 0% Harris County $0.00 6.2 For additional services rendered pursuant to Section 2.3, the City shall compensate the Consultant in the manner similar to the basic services and in accordance with the maximum amount payment and other terms as specified in the amendatory agreement providing for the additional services. 6.3 Payment shall be made only after receipt of a detailed statement showing the work performed and the time spent performing the same. The progress report letter will describe the basic or additional services performed and the work accomplished during the report period, as well as any problems or delays encountered and actions taken to remedy them. Each statement shall be certified as true and correct by an officer of the Consultant. Each invoice is due and payable by the City within thirty (30) calendar days following the date of the City's receipt of an approved invoice by the applicable funding entity. However, the City shall not be obligated to pay the full amount of an invoice if there is a dispute in the bill tendered by the Consultant to the City for payment or in the reimbursement received by the applicable funding entity for the services. The City will not dispute payment of bills in an unreasonable manner. IF there is a dispute, the City shall pay only the undisputed amount. Any dispute pertaining to the percentage to be paid under section 6.1,the delay resulting from an event of force majeure pursuant to section 14.1 or in the amount billed on an invoice in excess of$250.00 shall require a face-to-face meeting between a representative from Consultant and a representative from the City to discuss the basis for the dispute and a method by which to resolve the dispute. This meeting must be requested within forty-five(45) calendar days of the date the bill is received by the City. 6.4 The terms of this Agreement are contingent upon the City's receipt of funding from the Grants and the execution of a Work Authorization by the parties hereto. 6.5 If Consultant, at any time during the tern of this agreement, incurs a debt,as that word is defined in section 2-662 of the Code of Ordinances of the City of Baytown and attached hereto as Exhibit "C," it shall immediately notify the City's Director of Finance in writing. If the City's Director of Finance becomes aware that Consultant has incurred a debt, the City's Director of Finance shall immediately notify Consultant in writing. If Consultant does not pay the debt or dispute the debt within 30 calendar days of either such notification,the City's Director of Finance may deduct funds in an amount equal to the debt from any payments owed to Consultant under this Agreement, and Consultant waives any recourse therefor. ARTICLE VII. Product of Services,Copyright Grant Administration Services Agreement.Page 4 7.1 The Consultant and the City mutually agree that reports and materials prepared or developed under the terms of this Agreement shall be delivered to and become the property of the City. The Consultant shall have the right to retain copies and to utilize the product of its services for marketing purposes, except for any confidential information, as defined in Article XI hereof. 7.2 Nothing produced in whole or in part by the Consultant under this Agreement shall be subject to application for copyright by or for the Consultant. 7.3 The Consultant hereby grants and conveys an ownership interest to the City in all work products relating to the services required to be performed in this Agreement without additional compensation. ARTICLE VIII. Private Interest of Public Officials and Consultant 8.1 No employee, agent or member of the City Council of the City shall have any financial interest, direct or indirect, in this Agreement or the proceeds thereof. ARTICLE IX. Certifications of Consultant 9.1 The Consultant has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant,to solicit or secure this Agreement,and that it has not been paid or agreed to pay any company or person other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, or any other consideration contingent upon or resulting from the award or making of this Agreement. 9.2 The Consultant presently has no interest and shall not acquire any interest,direct or indirect, which would conflict in any manner or degree with the performance of services under this Agreement. 9.3 The Consultant shall comply with applicable Federal, State, and City laws and regulations, including, but not limited to, 2 C.F.R. 200 — Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal awards; Texas Government Code Chapters 2270, 2271,2273,and 2274,as applicable;and City of Baytown's Purchasing Guidelines and Procedures. ARTICLE X. Changes or Termination 10.1 This Agreement may not be altered,changed or amended except by instrument in writing executed by the parties hereto, which instrument may include an amendment to this Agreement or a Work Authorization. 10.2 The City may, from time to time, request changes in the scope of work and time of performance for the services of the Consultant to be performed hereunder. Such changes,including any increase or decrease in the amount of the Consultant's compensation, which are mutually agreed upon by and between the City and the Consultant, shall be incorporated in written amendments to this Agreement or in a Work Authorization. Grant Administration Services Agreement,Page 5 10.3 This Agreement, with the exception of the indemnity,release and tail coverage required in Article XIII, may be terminated before the expiration date specified in Article V by any of the following conditions: a. Right of either party to terminate for cause. This Agreement may be terminated by either of the parties hereto for failure by the other party to perform in a timely and proper manner its obligation under this Agreement. A signed written notice of such termination shall be delivered to the other party by registered or certified mail; and such termination shall take effect twenty(20)calendar days after the notice is deposited in the mail,provided that the failure to perform has not been remedied in full prior to the expiration of the twenty- calendar-day period. By such termination, either party may nullify obligations already incurred for the performances or failure to perform before the termination date. b. Right of the City to terminate for convenience. This Agreement may also be terminated by the City for reasons other than failure by the Consultant to perform in a timely and proper manner its obligations under this Agreement. A signed, written notice of such termination shall be delivered to Consultant by registered or certified mail, and such termination shall take effect not less than seven calendar days following the date that the notice is deposited in the mail or at 5:00 p.m. on the date the notice is received by the Consultant,whichever is sooner. 10.4 Upon receipt of a notice of termination under Section 10.3, the Consultant shall, unless the notice otherwise directs,immediately discontinue all services in connection with the performance of this Agreement. Within thirty (30) calendar days after the conditions specified in Sections 10.3 and 10.4 being met or within thirty(30) calendar days after the Consultant submits a statement of the actual services performed and payment requested,or within thirty(30)calendar days after the City's receipt of all data, study products and all other work products required to be tendered to the City, whichever is later, the City shall pay the Consultant costs allowed in this Agreement which are actually incurred, less previous payments. The City will only be obligated to compensate the Consultant in ajust and equitable manner for those services actually performed prior to the effective date of termination. Data,study products and all other work product prepared by Consultant under this Agreement shall be delivered to the City within thirty (30) calendar days after the receipt of the notice of termination if terminated by the City or within thirty(30)calendar days after tendering the notice of termination if terminated by the Consultant. 10.5 Notwithstanding the provisions of Section 10.3 above, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any negligent act or omission or any breach of the Agreement. ARTICLE XI. Confidentialitv 11.1 Any information determined by the City to be confidential pursuant to the Texas Public Information Act that is provided to or developed by the Consultant in the performance of this Agreement shall be kept confidential and shall not be made available to any individual or organization by the Consultant without prior written approval of the City. Consultant may make such information available to third parties in compliance with an order from a court, the State of Texas, the United States government or applicable funding entity after five (5) calendar days' written notice to the City that the Consultant intends to release the information. Grant Administration Services Agreement,Page 6 ARTICLE XII. Inspection of Records 12.1 The City, the agency, the U.S. Department of Housing and Urban Development (HUD) and/or Federal Emergency Management Administration (FEMA), Inspectors General, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers, and records of Consultant which are directly pertinent to this Program, for the purpose of making audit, examination, excerpts, and transcriptions, and to close out the City's contract. Consultant agrees hereby to maintain all records made in connection with the Program for a period of three(3)years after the City makes final payment and all other pending matters are closed. All subcontracts of Consultant shall contain a provision that the City, the agency,and the Texas State Auditor's Office,or any successor agency or representative,shall have access to all books, documents, papers and records relating to subcontractor's contract with Consultant for the administration, construction, engineering or implementation of the Program between the agency and the City. 12.2 Any time during normal business hours and as requested by the City, the Consultant shall make available to the City for examination all of its project records with respect to all matters covered by this Agreement and will allow the City to review, examine and make excerpts from such records, and to make copies of all contracts, invoices, materials, payrolls,records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. The financial records of the Consultant will be available upon request by the City's representative in a timely manner at City Hall, for audit purposes to the City or its authorized representative. In any event, the financial records shall be made available to the City within (10) calendar days of the City's request for the same. All copies made by the City pursuant to this Section shall be made at the sole cost and expense of the Consultant. ARTICLE XIII. Insurance and Indemnification 13.1 Throughout the term of this Agreement,the Consultant,at its own expense,shall purchase,maintain and keep in force and effect insurance against claims for injuries to or death of persons or damages to property which may arise out of or result from the Consultant's services, whether such services be by the Consultant, its agents, representatives, volunteers, employees or subconsultants or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. 13.2 The Consultant's insurance coverage shall be primary insurance with respect to the City,its officers, agents and employees. Any insurance or self-insurance maintained by the City,its officials,agents and employees shall be considered in excess of the Consultant's insurance and shall not contribute to it. All coverage for subconsultants shall be subject to all of the requirements stated herein. 13.3 The insurance coverage herein shall, at a minimum, meet the following requirements: Commercial General Liability(CGL) ➢ General Aggregate: $2,000,000 ➢ Products &Completed Operations: $1,000,000 ➢ Personal &Advertising Injury: $1,000,000 ➢ Per Occurrence: $1,000,000 Grant Administration Services Agreement,Page 7 ➢ Coverage shall be broad form CGL ➢ No coverage shall be excluded from standard policy without notification of individual exclusions being attached for review and acceptance ➢ Waiver of subrogation required Business Automobile Policy(BAP) Combined Single Limits: $1,000,000 ➢ Coverage for"Any Auto. ➢ Waiver of Subrogation required Workers'Compensation Insurance Statutory Limits ➢ Employer's Liability $500,000 ➢ Waiver of Subrogation required 13.4 Prior to any work being performed on the site, the Consultant shall file with the City valid Certificates of Insurance and endorsements acceptable to the City. Such Certificates shall contain a provision that coverage afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) calendar days' prior written notice has been given to the City via certified mail,return receipt requested. 13.5 The Consultant shall also file with the City valid Certificates of Insurance covering all subconsultants. 13.6 The following are general requirements applicable to all policies: ➢ Insurance carrier must have an A.M. Best Rating of A-: VII or better. ➢ Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. ➢ Liability policies must be on occurrence form. ➢ The City, its officers, agents and employees are to be added as Additional Insureds to all liability policies. Y A waiver of subrogation in favor of the City is required on all policies. ➢ Upon request and without cost to the City, certified copies of all insurance policies and/or certificates of insurance shall be furnished to the City. ➢ Upon request and without cost to the City,loss runs(claims listing)of any and/or all insurance coverage shall be furnished to the City. ➢ All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City,and shall be carried in the name of the Consultant.The Consultant shall provide copies of insurance policies required hereunder to the City upon request. 13.7 THE CONSULTANT AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND INCLUDING ALL EXPENSES OF Grant Administration Services Agreement,Page 8 LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY THE CONSULTANT UNDER THIS AGREEMENT CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF THE CONSULTANT.IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO, BOTH THE CONSULTANT AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY THE CONSULTANT TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF THE CONSULTANT'S OWN NEGLIGENCE,WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, THE CONSULTANT FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. The indemnity provided hereinabove shall survive the termination and/or expiration of this Agreement. 13.8 By this Agreement, the City does not consent to litigation or suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms of this Agreement or any other contract or agreement,any charter,or applicable state law.Nothing herein shall be construed so as to limit or waive City's sovereign immunity. The Consultant assumes full responsibility for its work and services performed hereunder and hereby releases, relinquishes and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof,for any injury to or death of any person(whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by,arising out of, or in connection with the Consultant's work and/or services to be performed hereunder. This release shall apply with respect to the Consultant's work and/or services regardless of whether said claims,demands, and causes of action are covered in whole or in part by insurance. ARTICLE XIV. Grant Administration Services Agreement,Page 9 Miscellaneous Provisions 14.1 Neither the City nor Consultant shall be required to perform any term,condition or covenant of this Agreement while such performance is delayed or interrupted by acts of God, material or labor restrictions by any governmental authority, civil riot, flood, hurricanes or other natural disasters, any other cause not within the control of the City or Consultant that by the exercise of due diligence the City or Consultant is unable,wholly or in part,to prevent or overcome and supersedes all prior agreements and understandings between City and Consultant concerning the subject matter of this Agreement. Any such delay in performance shall be excused only for the same amount of time as the occurrence giving rise to the delay shall have lasted or such period of time as is reasonably necessary after such occurrence abates for the effects thereof to have dissipated as determined in the sole reasonable discretion of the City. 14.2 This Agreement, along with the applicable Work Authorization, constitutes the entire agreement between the City and Consultant and supersedes all offers, negotiations, and other agreements of any kind. There are no representations or understandings of any kind not set forth herein. No agreements, amendments, modifications, implied or otherwise, shall be binding on any of the parties unless set forth in writing and signed by both parties. Should there be any conflict between this Agreement and a Work Authorization, the Work Authorization shall control for the specific grant only. 14.3 If one or more of the provisions of this Agreement or the application of any provision to any party or circumstance is held invalid, unenforceable or illegal in any respect, the remainder of this Agreement and the application of the provision to other parties or circumstances shall remain valid and in full force and effect. 14.4 Any notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing and shall be mailed by certified or registered mail addressed as set forth below or at such other address as may be specified by written notice: CONSULTANT GrantWorks, Inc. Attn: Bruce Spitzengel,President 2201 Northland Drive,Austin,Texas 78756 CITY City of Baytown Attn: City Manager P.O.Box 424 Baytown,TX 77522 14.5 The waiver by either party of a breach of any provision of this Agreement shall not constitute a waiver of any subsequent breach of this Agreement. 14.6 The Consultant shall not assign any interest in this Agreement and shall not transfer any interest in the same without the prior written consent of the City thereto. 14.7 This Agreement shall not bestow any rights upon any third party,but rather, shall bind and benefit the Consultant and the City only. Grant Administration Services Agreement,Page 10 14.8 The parties agree that this Agreement shall not be construed in favor of or against any party on the basis that the party did or did not author this Agreement. 14.9 The City and Consultant each bind itself and its successors, executors and administrators and assigns of such other parties, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any personal liability on the part of any officer, board member, commissioner, employee or agent of the City. 14.10 The Consultant,at such times and in such forms as the City may require,shall furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement. 14.11 Each provision and clause required by law to be inserted into the Agreement shall be deemed to be included herein, and this Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 14.12 The failure on the part of any party herein at any time to require the performance by the other party of any portion of this Agreement shall not be deemed a waiver of or in any way affect that party's rights to enforce such provision or another provision in the future. Any waiver by any party herein of any provision hereof shall not be taken or held to be a waiver of any other provision hereof or any other breach hereof. 14.13 Any and all representations and conditions made by the Consultant and the City under this Agreement are of the essence of this Agreement and shall survive the execution, delivery and termination of it, and all statements contained in any documents required by the City, whether delivered at the time of execution or at a later date,shall constitute representations hereunder. 14.14 In the event of default by any party herein, all other parties shall have all rights and remedies afforded to it at law or in equity to recover damages and to interpret or enforce the terms of this Agreement. The exercise of any one right or remedy shall be without prejudice to the enforcement of any other right or remedy allowed at law or in equity. 14.15 This Agreement is performed in Hams County,Texas,and is subject to all applicable Federal and State laws,statutes,codes,and any applicable permits,ordinances,rules,orders and regulations of any local,state or federal government authority having or asserting jurisdiction. 14.16 In the performance of this Agreement, the Consultant will not discriminate against any employee or applicant for employment or assistance because of race, color, religion, age, sex or national origin. The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of it, state that it is an equal opportunity employer. 14.17 Two copies of this Agreement are executed; each shall be deemed an original. 14.18 The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. 14.19 The section headings are used in this Agreement for convenience and reference purposes only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement and shall have no meaning or effect upon its interpretation. Grant Administration Services Agreement,Page 11 14.20 Words of any gender used in this Agreement shall be held and construed to include any other gender,and words in the singular number shall be held to include the plural,and vice versa,unless context requires otherwise. 14.21 The officers executing this Agreement on behalf of the parties hereby confirm that such officers have full authority to execute this Agreement and to bind the party he/she represents. IN WITNESS HEREOF, the parties have executed this agreement in duplicate originals at Baytown, Harris County,Texas. CITY OF BAYTOWN J SON E. REYNOLDS City Manager ATTEST: ANGELAJACKSON City Clerk APPROVED AS TO FORM: SCOTT LEMOND City Attorney CONSULTANT FI Gran cs,Inc. President STATE OF TEXAS § COUNTY OF HARRIS § Before me, the undersigned notary public, on this day personally appeared (name),the (title) of (company),on behalf of such corporation known to me; proved to me on the oath of ; or proved to me through his/her current {description of identification card or other document issued by the federal government or Grant Administration Services Agreement,Page 12 any state government that contains the photograph and signature of the acknowledging person) (check one) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this day of 12022. Notary Public in and for the State of Texas My commission expires: Grant Administration Services Agreement,Page 13 Exhibit "A" WORK AUTHORIZATION For work associated with the Community Development Block Grant — Mitigation — Method of Distribution(CDBG-MIT-MOD),Consultant agrees to perform the Scope of Work as modified as follows: In consideration of such services, the City agrees to pay Consultant a fee not to exceed: based upon the following schedule: GENERAL ADMINISTRATIVE SERVICES Kick-off Meeting & Start-up Package $ Environmental Notice to Proceed $ Authority to Use Grant Funds $ Bid Advertise $ Construction Notice to Proceed $ As-Builts/COCC/FWCR S Closeout Packet Approval $ Subtotal $ ENVIRONMENTAL SERVICES Environmental Services $ Subtotal $ TOTAL FEE $ 157,184.00 It is also agreed that payments to the Consultant shall be subject to adjustment where monitoring reviews or audits by the City indicate that personal services were compensated at greater than reasonable rates. Consultant City Name,Title RICHARD L. DAVIS,City Manager ATTEST: ATTEST: Secretary ANGELA JACKSON, City Clerk Exhibit"A" Page Solo Exhibit "B" SCOPE OF WORK Proposer will assist the City with fulfilling federal,state,county and local statutory responsibilities for each grant source related to recovery and in connection with any federally declared disaster.Proposers will assist the City in completing documents for infrastructure and property buyout/acquisition projects.Proposer may be qualified to provide grant administration services for property buyout/acquisition projects,infrastructure projects, or both.Grant administrative services must be performed in compliance with statutes and guidelines issued by,but limited to,the following: U.S.Department of Housing and Urban Development("HUD"),FEMA,Harris County,Houston- Galveston Area Council and any other funding entity. If managing more than one source of funding,compliance for each source of funding must be maintained separately and apart from any other funding source. Description of Services and Special Conditions Proposer must be able to perform the tasks listed herein to be considered eligible for an award under this solicitation. Proposers should provide a detailed narrative of their experience as it relates to each of the items below.Respondents should clearly indicate how they intend to provide services through subcontracting arrangements.Grant administration services will be provided in conformance with all guidance documents formats provided by the City utilizing the funding agency's guidance.The Proposer shall furnish pre-funding and post-funding grant administrative services to complete the mitigation infrastructure projects, including,but not limited to the following: o Administrative duties; o Establish and maintain appropriate record keeping systems; o Assist the City in developing architectural and engineering plans with guidance from the funding entity; o Re-assessment and revision of scope of work(if necessary). o Coordinate,as necessary,between the City and any other appropriate service providers,contractor, subcontractor and funding entity to effectuate the services requested; o Ensure program compliance including all CDBG-MIT requirements and all parts therein, current Federal Register,etc.; o Assist with public meetings/hearings; o Participate in regularly scheduled progress meetings; o Submit various required documents in each funding entity's system of record; o Provide monthly project status updates; o Labor and procurement duties(must follow applicable regulations); o Labor Standards compliance services; o Implement and coordinate applicable Affirmatively Furthering Fair Housing policies;as directed by the funding entity; o Maintain document files to support compliance; o Applicable financial duties including,but not limited to: • obtaining and maintain copies of the City's most current contract including all related change requests, revisions and attachments; • preparing all activity draws/complete draw request forms and supporting documents; • preparing and submitting all required reports(Section 3,Financial Interest,etc.); • implementing and coordinate Section 504 requirements; • ensuring that fraud prevention and abuse practices are in place and being implemented; report all suspected fraud to the City and/or funding agency; • preparing and submit all closeout documents in the system of record;and • submitting all invoices as required by the funding entity; o Assist in preparation of contract revisions and supporting documents including,but not limited,to: • amendments/modifications; and • change orders; o Set up project applications in the funding entity's system of record; o Serve as monitoring liaison during contract period and for a certain period post contract closeout; o Assist the City with resolving monitoring and audit findings(if necessary); o Assist the City with resolving third party claims(if necessary); o Submit timely responses to the funding agency for any additional information requested; o Facilitate outreach efforts,application intake,and eligibility reviews; o Acquisition duties including,but not limited to: • preparing and submitting related acquisition reports and related documents to funding Exhibit"B " Page 1 Exhibit "B" SCOPE OF WORK entity; • establishing acquisition files; and • completing acquisition activities(if necessary); o Property buyout/acquisition duties including,but not limited to: • developing and implement outreach plans detailing specific outreach for the targeted project.Plans must be submitted and approved by the City on a property by property basis; • performing extensive community outreach to affected areas on behalf of the City of Baytown utilizing guidance provided by the funding entity; • developing and submitting for approval property buyout/acquisition guidelines on behalf of the City of Baytown utilizing guidance provided by the funding entity;and • developing and submitting for approval a needs assessment on behalf of the City of Baytown based on guidance provided by the funding entity; o Develop property files which, at a minimum,will include the following: • summary of property damage; • proof of repetitive loss(if applicable):: • closing/pre-purchase summary documents;and • providing site photographs. o Case management support to the City of Baytown to manage the grant applications process, including but not limited to: • creating eligibility procedures to lessen the denial of applicants; • advising applicants on eligibility and program requirements, and assist in application preparation and submission; • facilitating intake of applications from grant applicants; • performing eligibility reviews; • processing applications, including necessary communications; • capturing applicant reasons for denial of services; and • providing necessary follow-up to applicants; • participating in the appeals process and handling of disputes for denied/ineligible applications; • assisting applicants through closing process; • developing and submitting applicable site-specific environmental reviews as required by 24 CFR Part 58; • performing site inspections; • performing disaster damage assessments(damage inspections); • performing visual field review of eligible properties to determine the presence of damage to the property that may be attributable to the disaster event.The damage assessment will follow the finding entity's guidelines; • establishing cost of properties; and • providing estimated cost of the subject property, match requirement and grant amount. The Proposer will compile and collate complete contract/bid packages that meet the funding entity's requirements. The packages will contain supporting documentation that meets or exceeds the requirements of the each program. If applications do not have the necessary forms, the Proposer may assist the City by acquiring the necessary documentation. The Proposer will monitor, report, and evaluate contractor's performance; notify the City if the contractor(s)fails to meet established scheduled milestones. The Proposer will also determine the need,receive,review, recommend,and process any change orders as appropriate to the individual projects. The Proposer will compile, review for completeness, and collate complete contract/closeout packages that meet the finding entity's requirements for draw requests. If applications do not have the necessary forms, the Proposer may assist the City by acquiring the necessary documentation. Environmental Services Proposer will perform applicable environmental reviews and documentation for HUD (or other funding entity) compliance in connection with the programs/projects. The Proposer will provide services for the preparation of Environmental Review Records(ERR) in accordance with the standards set forth by HUD (or other funding entity) Exhibit"B"Page I Exhibit "B" SCOPE OF WORK and the statutes,executive orders,and regulations listed at 24 CFR Part 58.Environmental duties will include,but are not limited to: o Assisting in developing a detailed scope of services; o Reviewing 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; o Preparing,completing and submitting all required forms for environmental review and providing all documentation to support environmental findings; o Consulting and coordinating with oversight/regulatory agencies to facilitate environmental clearance; o Performing or contracting special studies, additional assessments, or permitting to secure environmental clearance.These may include,but are not limited to: • archeological studies; • biological assessments; • wetland delineations; • asbestos surveys; • lead-based paint assessments; • architectural reviews; • Phase I&Phase II Environmental Site Assessment;and • U.S.Army Corps of Engineers permits. o Preparing 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; o Maintaining 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; o Completing and submitting the environmental review into the funding entity's system of record; o Completing at least one site visit to project location to complete a field observation report; o Preparing and submitting 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; o Providing documentation of clearance for interested parties as required by 24 CFR 58.43; o Processing environmental review and clearance in accordance with NEPA;and o Advising and completing environmental re-evaluations per 24 CFR 58.47 when evidence of further clearance or assessment is required. Exhibit"B," Page 1 Exhibit "B" SCOPE OF WORK Exhibit"C" 'DEBT'AS DEFINED IN SECTION 2-662 OF THE CODE OF ORDINANCES OF THE CITY OF BAYTOWN Debt shall mean any delinquent sum of money in an amount greater than$100.00 levied,imposed or assessed against any contracting entity,or owner thereof,by the City, including those for ad valorem taxes on real or personal property located within the boundaries of the City. Exhiht t "Page 1 GRANT ADMINISTRATION SERVICES AGREEMENT STATE OF TEXAS § § KNOWN BY THESE PRESENTS: COUNTY OF HARRIS § t- 13 This Agreement is made this-�rtcl day o q r, 2023, by and between the City of Baytown, Texas, acting by and through its City Council of the City of Baytown,Texas, hereinafter referred to as the "City," and GrantWorks. Inc., a Texas corporation, hereinafter referred to as the "Consultant"; The Contractor was procured in conformance with Local Government Code 252/2262, 2 CFR Part 200 and Appendix II to Part 200; and the Parties do hereby make and enter into the following agreement: ARTICLE I. Consultant 1.1 The Consultant, as an independent contractor, covenants and agrees to perform grant application and administrative services associated with various grants to support infrastructure and property buyout/acquisition activities in Baytown for disaster recovery and initigation purposes from one or more of the following sources:(i)Community Development Block Grant through the State of Texas General Land Office, (ii) Community Development Block Grant through Harris County, (iii) Community Development Block Grant through the Houston-Galveston Area Council, (iv) federal sources such as the Federal Emergency Management Agency (FEMA), and/or (v) other local government or private sources(collectively the"Grants"). Such services shall be performed by the Consultant in accordance with the terms of this Agreement together with the terms of the applicable grant contract award and work authorization, the form of which is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes (the "Work Authorization"). The Consultant covenants and agrees to perform the services in a professional manner. The Consultant shall complete the scope of work described in Article II for each Work Authorization and shall submit reports to the City and to other entities as required by the applicable grant. 1.2 The Consultant shall provide its services under this Agreement with the same degree of care, skill and diligence as is ordinarily provided by such professional under similar circumstances. The Consultant will further give professional consultations and advice to the City during the performance of the services under this Agreement. ARTICLE II. Scope of Work 2.1 The Consultant will perform the following professional services related to the Grants for each Work Authorization, as more specifically detailed in Exhibit "B," which is attached hereto and incorporated herein for all intents and purposes,and the corresponding Work Authorization: a. Pre-Funding Services. For each Grant, the Consultant will develop project scope and complete all related funding applications.The Consultant will also work with various City departments, including Engineering, Public Works, Planning and Finance, as applicable, to provide necessary documents and concise information to various funding entities Grant Administration Services Agreement, Page t relating to the disaster recovery funding applications. The required information shall be submitted in a format acceptable to the applicable funding entity. b. Post-Funding Services. The Consultant will administer and complete infrastructure, utilities, buyouts/acquisition, and all eligible projects appropriate for funding by the Grants. The Consultant must follow all requirements of the applicable funding entity. c. General Administration Services. In addition to general administrative duties and construction management, the Consultant will provide infrastructure-related services such as,but not limited to,acquisition and environmental services as described in Exhibit "B."In relation to property buyouts,the Consultant will provide case management services including,but not limited to, site inspections, environmental services and all related closing documents and procedures. 2.2 It is expressly understood and agreed that the services required herein will not be complete until the services set forth herein for each Grant are complete and accepted by the City. The Consultant will,without additional compensation,revise program documents as necessary in order for the City to obtain final approval by the applicable funding entity. 2.3 Pursuant to this Agreement, the City shall have the option to obtain the services of the Consultant to perform additional services. Such additional services shall be described in a written amendment to this Agreement, as agreed mutually by the City and the Consultant, including a description of the additional work, associated compensation, and time schedule as applicable. Such amendment must be finally agreed to and fully executed prior to the City being liable for expenses associated with any additional services. ARTICLE III. Consultant Personnel 3.1 The Consultant represents that it has or will secure at its own expense all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the City. 3.2 The Consultant may contract with subconsultants for portions of the work or services under this Agreement with the prior written approval of the City. Any work or services subcontracted hereunder shall be specified by a written contract and shall be subject to the provisions of this Agreement. ARTICLE IV. Support Services 4.1 To the extent authorized by law,the readily available existing data and documentation obtained by the City that are relevant to the accomplishment of the Scope of Work specified in Article II and the Work Authorization shall be made available by the City for use by the Consultant. The City will provide the best documentation and data that it possesses;however,in providing such data and documentation, the City makes no warranty as to the accuracy or reliability of the same. Furthermore, the existing data and documentation shall be provided in a format as approved by the City. Nothing contained herein shall be construed as requiring the City to tender information in any particular format, including shape files. Grant Administration Services Agreement,Page 2 4.2 The City shall consider and act on all documents and project work items submitted by the Consultant that require review, comments or approval by the City within a reasonable period of time so as to enable the Consultant to complete the work on schedule as provided in Article V of this Agreement. ARTICLE V. Time of Performance 5.1 The Consultant shall commence services upon execution of this Agreement and receipt of written notice to proceed from the City. 5.2 The Consultant shall complete the services described in Article II in accordance with the timeline in each Grant, unless the scope of work and time of performance are changed in accordance with Article X or Section 14.1. 5.3 This agreement shall extend and be in full force until the completion and acceptance by the City of the tasks set forth in Exhibit "B." 5.4 The completion schedule set forth in this Article V may be subject to causes that result in delay over which neither the Consultant nor the City has any control. Notification and justification of any such delays identified by the Consultant must be made in writing and approved by the City. The schedule of work will be extended to include any such delays pursuant to Section 14.1. 5.5 Except for the indemnity, release, and the tail coverage required in Article XIII, this Agreement shall terminate upon the City's final acceptance of work completed by the Consultant, unless otherwise terminated or modified as hereinafter provided. ARTICLE VI. Compensation to Consultant 6.1 Subject to Section 6.4, the City shall compensate the Consultant for the professional services performed under this Agreement. For the basic services described in Exhibit "B," the City shall pay the Consultant in full payment for services rendered an amount as indicated hereinbelow based upon the percentage of completion of each task as determined in the sole reasonable discretion of the City Manager. The fee for each Grant will be based upon each Grant's final award amount. The City reserves the right to renegotiate fees based upon the type and scope of the Project being pursued. It is agreed that upon determination of total funding request amount, Consultant and the City will execute a Work Authorization that will detail the final contract amount and cost for services. It is also agreed that payments to such Consultant shall be subject to adjustment where monitoring reviews or audits by the funding agency indicate that personal services were compensated at greater than reasonable rates. a. Application Services. For work associated with Community Development Block Grant— Disaster Recovery (CDBG-DR) or Community Development Block Grant — Mitigation (CDBG-MIT) and in consideration of the foregoing, the City shall pay Consultant a fee not to exceed ZERO AND NO/100 DOLLARS ($0.00) for Application Preparation Services. Grant Administration Services Agreement,Page 3 b. Administrative Services. For administrative services associated with Community Development Block Grant—Disaster Recovery(CDBG-DR)or Community Development Block Grant Mitigation (CDBG-MIT), the City shall pay Consultant a fee not to exceed the maximum percentage on the table below for Administrative Services, as may be amended by the applicable Work Authorization,based upon the final grant award amount. i , i $2,686,900.00—H-GAC Ll Chambers Count 5.85% $157,184.00 TBD 0% Harris Count $0.00 6.2 For additional services rendered pursuant to Section 2.3, the City shall compensate the Consultant in the manner similar to the basic services and in accordance with the maximum amount payment and other terms as specified in the amendatory agreement providing for the additional services. 6.3 Payment shall be made only after receipt of a detailed statement showing the work performed and the time spent performing the same. The progress report letter will describe the basic or additional services performed and the work accomplished during the report period, as well as any problems or delays encountered and actions taken to remedy them. Each statement shall be certified as true and correct by an officer of the Consultant. Each invoice is due and payable by the City within thirty (30) calendar days following the date of the City's receipt of an approved invoice by the applicable funding entity. However, the City shall not be obligated to pay the full amount of an invoice if there is a dispute in the bill tendered by the Consultant to the City for payment or in the reimbursement received by the applicable funding entity for the services. The City will not dispute payment of bills in an unreasonable manner. IF there is a dispute, the City shall pay only the undisputed amount. Any dispute pertaining to the percentage to be paid under section 6.1,the delay resulting from an event of force majeure pursuant to section 14.1 or in the amount billed on an invoice in excess of$250.00 shall require a face-to-face meeting between a representative from Consultant and a representative from the City to discuss the basis for the dispute and a method by which to resolve the dispute. This meeting must be requested within forty-five(45)calendar days of the date the bill is received by the City. 6.4 The terms of this Agreement are contingent upon the City's receipt of funding from the Grants and the execution of a Work Authorization by the parties hereto. 6.5 If Consultant, at any time during the term of this agreement, incurs a debt, as that word is defined in section 2-662 of the Code of Ordinances of the City of Baytown and attached hereto as Exhibit "C," it shall immediately notify the City's Director of Finance in writing. If the City's Director of Finance becomes aware that Consultant has incurred a debt, the City's Director of Finance shall immediately notify Consultant in writing. If Consultant does not pay the debt or dispute the debt within 30 calendar days of either such notification,the City's Director of Finance may deduct funds in an amount equal to the debt from any payments owed to Consultant under this Agreement, and Consultant waives any recourse therefor. ARTICLE V11. Product of Services,Copyright Grant Administration Services Agreement,Page 4 7.1 The Consultant and the City mutually agree that reports and materials prepared or developed under the terms of this Agreement shall be delivered to and become the property of the City. The Consultant shall have the right to retain copies and to utilize the product of its services for marketing purposes, except for any confidential information,as defined in Article X1 hereof. 7.2 Nothing produced in whole or in part by the Consultant under this Agreement shall be subject to application for copyright by or for the Consultant. 7.3 The Consultant hereby grants and conveys an ownership interest to the City in all work products relating to the services required to be performed in this Agreement without additional compensation. ARTICLE VIII. Private Interest of Public Officials and Consultant 8.1 No employee, agent or member of the City Council of the City shall have any financial interest, direct or indirect,in this Agreement or the proceeds thereof. ARTICLE IX. Certifications of Consultant 9.1 The Consultant has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant,to solicit or secure this Agreement,and that it has not been paid or agreed to pay any company or person other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, or any other consideration contingent upon or resulting from the award or making of this Agreement. 9.2 The Consultant presently has no interest and shall not acquire any interest,direct or indirect,which would conflict in any manner or degree with the performance of services under this Agreement. 9.3 The Consultant shall comply with applicable Federal, State, and City laws and regulations, including, but not limited to, 2 C.F.R. 200 — Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal awards; Texas Government Code Chapters 2270, 2271,2273,and 2274,as applicable; and City of Baytown's Purchasing Guidelines and Procedures. ARTICLE X. Changes or Termination 10.1 This Agreement may not be altered,changed or amended except by instrument in writing executed by the parties hereto, which instrument may include an amendment to this Agreement or a Work Authorization. 10.2 The City may, from time to time, request changes in the scope of work and time of performance for the services of the Consultant to be performed hereunder. Such changes,including any increase or decrease in the amount of the Consultant's compensation, which are mutually agreed upon by and between the City and the Consultant, shall be incorporated in written amendments to this Agreement or in a Work Authorization. Grant Administration Services Agreement,Page 5 10.3 This Agreement, with the exception of the indemnity,release and tail coverage required in Article XIII, may be terminated before the expiration date specified in Article V by any of the following conditions: a. Right of either party to terminate for cause. This Agreement may be terminated by either of the parties hereto for failure by the other party to perform in a timely and proper manner its obligation under this Agreement. A signed written notice of such termination shall be delivered to the other party by registered or certified mail; and such termination shall take effect twenty(20) calendar days after the notice is deposited in the mail, provided that the failure to perform has not been remedied in full prior to the expiration of the twenty- calendar-day period. By such termination, either party may nullify obligations already incurred for the performances or failure to perform before the termination date. b. Right of the City to terminate for convenience. This Agreement may also be terminated by the City for reasons other than failure by the Consultant to perform in a timely and proper manner its obligations under this Agreement. A signed, written notice of such termination shall be delivered to Consultant by registered or certified mail, and such termination shall take effect not less than seven calendar days following the date that the notice is deposited in the mail or at 5:00 p.m. on the date the notice is received by the Consultant,whichever is sooner. 10.4 Upon receipt of a notice of termination under Section 10.3, the Consultant shall,unless the notice otherwise directs,immediately discontinue all services in connection with the performance of this Agreement. Within thirty (30) calendar days after the conditions specified in Sections 10.3 and 10.4 being met or within thirty(30) calendar days after the Consultant submits a statement of the actual services performed and payment requested,or within thirty(30)calendar days after the City's receipt of all data, study products and all other work products required to be tendered to the City, whichever is later, the City shall pay the Consultant costs allowed in this Agreement which are actually incurred, less previous payments. The City will only be obligated to compensate the Consultant in ajust and equitable manner for those services actually performed prior to the effective date of termination. Data,study products and all other work product prepared by Consultant under this Agreement shall be delivered to the City within thirty (30) calendar days after the receipt of the notice of termination if terminated by the City or within thirty(30)calendar days after tendering the notice of termination if terminated by the Consultant. 10.5 Notwithstanding the provisions of Section 10.3 above, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any negligent act or omission or any breach of the Agreement. ARTICLE XI. Confidentiality 11.1 Any information determined by the City to be confidential pursuant to the Texas Public Information Act that is provided to or developed by the Consultant in the performance of this Agreement shall be kept confidential and shall not be made available to any individual or organization by the Consultant without prior written approval of the City. Consultant may make such information available to third parties in compliance with an order from a court, the State of Texas, the United States government or applicable funding entity after five (5) calendar days' written notice to the City that the Consultant intends to release the information. Grant Administration Services Agreement,Page 6 ARTICLE XIL Inspection of Records 12.1 The City, the agency, the U.S. Department of Housing and Urban Development (HUD) and/or Federal Emergency Management Administration (FEMA), Inspectors General, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers, and records of Consultant which are directly pertinent to this Program, for the purpose of making audit, examination, excerpts, and transcriptions, and to close out the City's contract. Consultant agrees hereby to maintain all records made in connection with the Program for a period of three(3)years after the City makes final payment and all other pending matters are closed. All subcontracts of Consultant shall contain a provision that the City, the agency,and the Texas State Auditor's Office,or any successor agency or representative,shall have access to all books, documents, papers and records relating to subcontractor's contract with Consultant for the administration, construction, engineering or implementation of the Program between the agency and the City. 12.2 Any time during normal business hours and as requested by the City, the Consultant shall make available to the City for examination all of its project records with respect to all matters covered by this Agreement and will allow the City to review, examine and make excerpts from such records, and to make copies of all contracts, invoices, materials,payrolls,records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. The financial records of the Consultant will be available upon request by the City's representative in a timely manner at City Hall, for audit purposes to the City or its authorized representative. In any event, the financial records shall be made available to the City within (10) calendar days of the City's request for the same. All copies made by the City pursuant to this Section shall be made at the sole cost and expense of the Consultant. ARTICLE XIII. Insurance and Indemnification 13.1 Throughout the term of this Agreement,the Consultant,at its own expense,shall purchase,maintain and keep in force and effect insurance against claims for injuries to or death of persons or damages to property which may arise out of or result from the Consultant's services, whether such services be by the Consultant, its agents, representatives, volunteers, employees or subconsultants or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. 13.2 The Consultant's insurance coverage shall be primary insurance with respect to the City,its officers, agents and employees. Any insurance or self-insurance maintained by the City,its officials,agents and employees shall be considered in excess of the Consultant's insurance and shall not contribute to it. All coverage for subconsultants shall be subject to all of the requirements stated herein. 13.3 The insurance coverage herein shall, at a minimum, meet the following requirements: Commercial General Liability(CGL) ➢ General Aggregate: $2,000,000 ➢ Products&Completed Operations: $1,000,000 ➢ Personal &Advertising Injury: $1,000,000 ➢ Per Occurrence: $1,000,000 Grant Administration Services Agreement,Page 7 ➢ Coverage shall be broad form CGL ➢ No coverage shall be excluded from standard policy without notification of individual exclusions being attached for review and acceptance ➢ Waiver of subrogation required Business Automobile Policy(BAP) Combined Single Limits: $1,000,000 ➢ Coverage for"Any Auto. ➢ Waiver of Subrogation required Workers'Compensation Insurance Statutory Limits ➢ Employer's Liability $500,000 ➢ Waiver of Subrogation required 13.4 Prior to any work being performed on the site, the Consultant shall file with the City valid Certificates of Insurance and endorsements acceptable to the City. Such Certificates shall contain a provision that coverage afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) calendar days' prior written notice has been given to the City via certified mail,return receipt requested. 13.5 The Consultant shall also file with the City valid Certificates of Insurance covering all subconsultants. 13.6 The following are general requirements applicable to all policies: ➢ Insurance carrier must have an A.M. Best Rating of A-: VII or better. ➢ Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. ➢ Liability policies must be on occurrence form. ➢ The City, its officers, agents and employees are to be added as Additional Insureds to all liability policies. A waiver of subrogation in favor of the City is required on all policies. ➢ Upon request and without cost to the City, certified copies of all insurance policies and/or certificates of insurance shall be furnished to the City. ➢ Upon request and without cost to the City, loss runs(claims listing)of any and/or all insurance coverage shall be furnished to the City. ➢ All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City,and shall be carried in the name of the Consultant.The Consultant shall provide copies of insurance policies required hereunder to the City upon request. 13.7 THE CONSULTANT AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY HIND INCLUDING ALL EXPENSES OF Grant Administration Services Agreement,Page 8 LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON,FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY THE CONSULTANT UNDER THIS AGREEMENT CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF THE CONSULTANT. IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO, BOTH THE CONSULTANT AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY THE CONSULTANT TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF THE CONSULTANT'S OWN NEGLIGENCE,WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, THE CONSULTANT FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. The indemnity provided hereinabove shall survive the termination and/or expiration of this Agreement. 13.8 By this Agreement, the City does not consent to litigation or suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms of this Agreement or any other contract or agreement,any charter,or applicable state law.Nothing herein shall be construed so as to limit or waive City's sovereign immunity. The Consultant assumes full responsibility for its work and services performed hereunder and hereby releases, relinquishes and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof,for any injury to or death of any person(whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto,their employees,or other third parties) that is caused by or alleged to be caused by, arising out of,or in connection with the Consultant's work and/or services to be performed hereunder. This release shall apply with respect to the Consultant's work and/or services regardless of whether said claims,demands, and causes of action are covered in whole or in part by insurance. ARTICLE XIV. Grant Administration Services Agreement,Page 9 Miscellaneous Provisions 14.1 Neither the City nor Consultant shall be required to perform any term,condition or covenant of this Agreement while such performance is delayed or interrupted by acts of God, material or labor restrictions by any governmental authority, civil riot, flood, hurricanes or other natural disasters, any other cause not within the control of the City or Consultant that by the exercise of due diligence the City or Consultant is unable,wholly or in part, to prevent or overcome and supersedes all prior agreements and understandings between City and Consultant concerning the subject matter of this Agreement. Any such delay in performance shall be excused only for the same amount of time as the occurrence giving rise to the delay shall have lasted or such period of time as is reasonably necessary after such occurrence abates for the effects thereof to have dissipated as determined in the sole reasonable discretion of the City. 14.2 This Agreement, along with the applicable Work Authorization, constitutes the entire agreement between the City and Consultant and supersedes all offers, negotiations, and other agreements of any kind. There are no representations or understandings of any kind not set forth herein. No agreements, amendments, modifications, implied or otherwise, shall be binding on any of the parties unless set forth in writing and signed by both parties. Should there be any conflict between this Agreement and a Work Authorization, the Work Authorization shall control for the specific grant only. 14.3 If one or more of the provisions of this Agreement or the application of any provision to any party or circumstance is held invalid, unenforceable or illegal in any respect, the remainder of this Agreement and the application of the provision to other parties or circumstances shall remain valid and in full force and effect. 14.4 Any notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing and shall be mailed by certified or registered mail addressed as set forth below or at such other address as may be specified by written notice: CONSULTANT GrantWorks, Inc. Attn: Bruce Spitzengel,President 2201 Northland Drive,Austin,Texas 78756 CITY City of Baytown Attn: City Manager P.O.Box 424 Baytown,TX 77522 14.5 The waiver by either party of a breach of any provision of this Agreement shall not constitute a waiver of any subsequent breach of this Agreement. 14.6 The Consultant shall not assign any interest in this Agreement and shall not transfer any interest in the same without the prior written consent of the City thereto. 14.7 This Agreement shall not bestow any rights upon any third party,but rather,shall bind and benefit the Consultant and the City only. Grant Administration Services Agreement,Page 10 14.8 The parties agree that this Agreement shall not be construed in favor of or against any party on the basis that the party did or did not author this Agreement. 14.9 The City and Consultant each bind itself and its successors, executors and administrators and assigns of such other parties, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any personal liability on the part of any officer, board member, commissioner, employee or agent of the City. 14.10 The Consultant,at such times and in such forms as the City may require,shall furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement. 14.11 Each provision and clause required by law to be inserted into the Agreement shall be deemed to be included herein, and this Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 14.12 The failure on the part of any party herein at any time to require the performance by the other party of any portion of this Agreement shall not be deemed a waiver of or in any way affect that party's rights to enforce such provision or another provision in the future. Any waiver by any party herein of any provision hereof shall not be taken or held to be a waiver of any other provision hereof or any other breach hereof. 14.13 Any and all representations and conditions made by the Consultant and the City under this Agreement are of the essence of this Agreement and shall survive the execution, delivery and termination of it, and all statements contained in any documents required by the City, whether delivered at the time of execution or at a later date,shall constitute representations hereunder. 14.14 In the event of default by any party herein, all other parties shall have all rights and remedies afforded to it at law or in equity to recover damages and to interpret or enforce the terms of this Agreement. The exercise of any one right or remedy shall be without prejudice to the enforcement of any other right or remedy allowed at law or in equity. 14.15 This Agreement is performed in Harris County,Texas,and is subject to all applicable Federal and State laws,statutes,codes,and any applicable permits,ordinances,rules,orders and regulations of any local, state or federal government authority having or asserting jurisdiction. 14.16 In the performance of this Agreement, the Consultant will not discriminate against any employee or applicant for employment or assistance because of race, color, religion, age, sex or national origin. The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of it,state that it is an equal opportunity employer. 14.17 Two copies of this Agreement are executed; each shall be deemed an original. 14.18 The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. 14.19 The section headings are used in this Agreement for convenience and reference purposes only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement and shall have no meaning or effect upon its interpretation. Grant Administration Services Agreement,Page 11 14.20 Words of any gender used in this Agreement shall be held and construed to include any other gender,and words in the singular number shall be held to include the plural,and vice versa,unless context requires otherwise. 14.21 The officers executing this Agreement on behalf of the parties hereby confirm that such officers have full authority to execute this Agreement and to bind the party he/she represents. IN WITNESS HEREOF, the parties have executed this agreement in duplicate originals at Baytown,Harris County,Texas. CITY OF BAYTOWN an E•Nrlolds y Manager o��pYTONVoe JF ATTEST: .{. h'�e° So`Y1n 8 f7 ANGELA CKS �'; ,.•�y City Clerk ''- • APPROVED S FO SCOTT LE ND City Attorney CONSULTANT FI Gran cs, Inc. President STATE OF TEXAS § COUNTY OF HARRIS § Before me, Sylvia Aguilar the undersigned notary public, on this day personally appeared Jason E. Re nal she City Manager ofthe City of Baytown , on behalf of such x3orpmAtim city. known to me; proved to me on the oath of ; or proved to me through his/her current {description of identification card or other document issued by the federal government or Grant Administration Services Agreement,Page 12 any state government that contains the photograph and signature of the acknowledging person} (check one) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this�day of `=t�pY PyB� SYLVIA AGUILAR k:Notary Public.State of Texas % 'e Comm.Expires 11-07-2026 Notary Public ' anWeoffei as �O `n ,,,o Notary ID 472065-3 My comtni ton ex Grant Administration Services Agreement,Page 13 Exhibit "A" WORK AUTHORIZATION For work associated with the Community Development Block Grant — Mitigation — Method of Distribution(CDBG-MIT-MOD),Consultant agrees to perform the Scope of Work as modified as follows: In consideration of such services, the City agrees to pay Consultant a fee not to exceed: based upon the following schedule: GENERAL ADMINISTRATIVE SERVICES Kick-off Meeting& Start-up Package $ Environmental Notice to Proceed $ Authority to Use Grant Funds $ Bid Advertise $ Construction Notice to Proceed $ As-Builts/COCC/FWCR $ Closeout Packet Approval $ Subtotal $ ENVIRONMENTAL SERVICES Environmental Services $ Subtotal $ TOTAL FEE $ 157,184.00 It is also agreed that payments to the Consultant shall be subject to adjustment where monitoring reviews or audits by the City indicate that personal services were compensated at greater than reasonable rates. Consultant City Name,Title RICHARD L. DAVIS,City Manager ATTEST: ATTEST: Secretary ANGELA JACKSON,City Clerk Exhibit"A," Page Solo Exhibit "B" SCOPE OF WORK Proposer will assist the City with fulfilling federal,state,county and local statutory responsibilities for each grant source related to recovery and in connection with any federally declared disaster.Proposers will assist the City in completing documents for infrastructure and property buyout/acquisition projects.Proposer may be qualified to provide grant administration services for property buyout/acquisition projects,infrastructure projects,or both. Grant administrative services must be performed in compliance with statutes and guidelines issued by,but limited to,the following: U.S. Department of Housing and Urban Development("HUD"),FEMA, Harris County,Houston- Galveston Area Council and any other funding entity.If managing more than one source of funding,compliance for each source of funding must be maintained separately and apart from any other funding source. Description of Services and Special Conditions Proposer must be able to perform the tasks listed herein to be considered eligible for an award under this solicitation. Proposers should provide a detailed narrative of their experience as it relates to each of the items below.Respondents should clearly indicate how they intend to provide services through subcontracting arrangements.Grant administration services will be provided in conformance with all guidance documents formats provided by the City utilizing the funding agency's guidance. The Proposer shall furnish pre-funding and post-funding grant administrative services to complete the mitigation infrastructure projects, including,but not limited to the following: o Administrative duties; o Establish and maintain appropriate record keeping systems; o Assist the City in developing architectural and engineering plans with guidance from the funding entity; o Re-assessment and revision of scope of work(if necessary). o Coordinate,as necessary,between the City and any other appropriate service providers,contractor, subcontractor and funding entity to effectuate the services requested; o Ensure program compliance including all CDBG-MIT requirements and all parts therein, current Federal Register,etc.; o Assist with public meetings/hearings; o Participate in regularly scheduled progress meetings; o Submit various required documents in each funding entity's system of record; o Provide monthly project status updates; o Labor and procurement duties(must follow applicable regulations); o Labor Standards compliance services; o Implement and coordinate applicable Affirmatively Furthering Fair Housing policies;as directed by the funding entity; o Maintain document files to support compliance; o Applicable financial duties including,but not limited to: • obtaining and maintain copies of the City's most current contract including all related change requests,revisions and attachments; • preparing all activity draws/complete draw request forms and supporting documents; • preparing and submitting all required reports(Section 3,Financial Interest,etc.); • implementing and coordinate Section 504 requirements; • ensuring that fraud prevention and abuse practices are in place and being implemented; report all suspected fraud to the City and/or funding agency; • preparing and submit all closeout documents in the system of record;and • submitting all invoices as required by the funding entity; o Assist in preparation of contract revisions and supporting documents including, but not limited,to: • amendments/modifications;and • change orders; o Set up project applications in the funding entity's system of record; o Serve as monitoring liaison during contract period and for a certain period post contract closeout; o Assist the City with resolving monitoring and audit findings(if necessary); o Assist the City with resolving third party claims(if necessary); o Submit timely responses to the funding agency for any additional information requested; o Facilitate outreach efforts,application intake,and eligibility reviews; o Acquisition duties including,but not limited to: • preparing and submitting related acquisition reports and related documents to funding Exhibit"B"Page 1 n Exhibit n B SCOPE OF WORK entity; • establishing acquisition files; and • completing acquisition activities(if necessary); o Property buyout/acquisition duties including,but not limited to: • developing and implement outreach plans detailing specific outreach for the targeted project.Plans must be submitted and approved by the City on a property by property basis; • performing extensive community outreach to affected areas on behalf of the City of Baytown utilizing guidance provided by the funding entity; • developing and submitting for approval property buyout/acquisition guidelines on behalf of the City of Baytown utilizing guidance provided by the funding entity;and • developing and submitting for approval a needs assessment on behalf of the City of Baytown based on guidance provided by the funding entity; o Develop property files which,at a minimum,will include the following: • summary of property damage; • proof of repetitive loss(if applicable); • closing/pre-purchase summary documents;and • providing site photographs. o Case management support to the City of Baytown to manage the grant applications process, including but not limited to: • creating eligibility procedures to lessen the denial of applicants; • advising applicants on eligibility and program requirements, and assist in application preparation and submission; • facilitating intake of applications from grant applicants; • performing eligibility reviews; • processing applications, including necessary communications; • capturing applicant reasons for denial of services;and • providing necessary follow-up to applicants; • participating in the appeals process and handling of disputes for denied/ineligible applications; • assisting applicants through closing process; • developing and submitting applicable site-specific environmental reviews as required by 24 CFR Part 58; • performing site inspections; • performing disaster damage assessments(damage inspections); • performing visual field review of eligible properties to determine the presence of damage to the property that may be attributable to the disaster event.The damage assessment will follow the funding entity's guidelines; • establishing cost of properties;and • providing estimated cost of the subject property,match requirement and grant amount. The Proposer will compile and collate complete contract/bid packages that meet the funding entity's requirements. The packages will contain supporting documentation that meets or exceeds the requirements of the each program.If applications do not have the necessary forms, the Proposer may assist the City by acquiring the necessary documentation. The Proposer will monitor, report, and evaluate contractor's performance; notify the City if the contractor(s)fails to meet established scheduled milestones. The Proposer will also determine the need,receive,review, recommend,and process any change orders as appropriate to the individual projects. The Proposer will compile, review for completeness, and collate complete contract/closeout packages that meet the funding entity's requirements for draw requests. If applications do not have the necessary forms, the Proposer may assist the City by acquiring the necessary documentation. Environmental Services Proposer will perform applicable environmental reviews and documentation for HUD (or other funding entity) compliance in connection with the programs/projects. The Proposer will provide services for the preparation of Environmental Review Records(ERR) in accordance with the standards set forth by HUD (or other funding entity) Exhibit"B,"Page 1 Exhibit "B" SCOPE OF WORK and the statutes,executive orders,and regulations listed at 24 CFR Part 58.Environmental duties will include,but are not limited to: o Assisting in developing a detailed scope of services; o Reviewing 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; o Preparing,completing and submitting all required forms for environmental review and providing all documentation to support environmental findings; o Consulting and coordinating with oversight/regulatory agencies to facilitate environmental clearance; o Performing or contracting special studies, additional assessments, or permitting to secure environmental clearance.These may include,but are not limited to: • archeological studies; • biological assessments; • wetland delineations; • asbestos surveys; • lead-based paint assessments; • architectural reviews; • Phase I&Phase II Environmental Site Assessment;and • U.S.Army Corps of Engineers permits. o Preparing 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; o Maintaining 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; o Completing and submitting the environmental review into the funding entity's system of record; o Completing at least one site visit to project location to complete a field observation report; o Preparing and submitting for publication all public notices including,but not limited to the Notice of Finding of No Significant Impact (FONSI), Request for Release of Funds Floodplainhvetland early and final notices in required order and sequence; o Providing documentation of clearance for interested parties as required by 24 CFR 58.43; o Processing environmental review and clearance in accordance with NEPA;and o Advising and completing environmental re-evaluations per 24 CFR 58.47 when evidence of further clearance or assessment is required. Exhibit"B,"Page 1 Exhibit "B" SCOPE OF WORK Exhibit "C" "DEBT"AS DEFINED IN SECTION 2-662 OF THE CODE OF ORDINANCES OF THE CITY OF BAYTOWN Debt shall mean any delinquent sum of money in an amount greater than$100.00 levied,imposed or assessed against any contracting entity,or owner thereof,by the City, including those for ad valorem taxes on real or personal property located within the boundaries of the City. Exhibit'B,"Page 1