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Ordinance No. 15,708 ORDINANCE NO. 15,708 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS, AUTHORIZING THE CITY MANAGER TO ENTER INTO THE 1NTERLOCAL AGREEMENT GLO CONTRACT NO. 22-130-044-E437 COMMUNITY DEVELOPMENT BLOCK GRANT LOCAL HAZARD MITIGATION PLANNING PROGRAM (LHMPP) NON-RESEARCH & DEVELOPMENT MITIGATION FUNDING AGREEMENT WITH THE TEXAS GENERAL LAND OFFICE; AUTHORIZING THE CITY OF BAYTOWN TO RECEIVE AN AWARD IN AN AMOUNT NOT TO EXCEED SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00); AND DESIGNATING AUTHORIZED SIGNATORIES FOR THE LHMPP APPLICATION AND ANY RESULTING CONTRACT(S); 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 hereby authorizes and directs the City Manager to execute the GLO Contract No. 22-130-044-E437 Community Development Block Grant Local Hazard Mitigation Planning Program (LHMPP) Non-Research & Development Mitigation Funding Agreement with the Texas General Land Office. 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 the City to accept an award from GLO Contract No. 22-130-044-E437 in an amount not to exceed SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00)in accordance with the contract authorized in Section 1 hereof. Section 3: That the City Council of the City of Baytown authorizes the City Manager to designate authorized signatories for LHMPP application and any resulting contract. Section 4: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 8th day of February, 2024. f AA gp,Y"fOUyp� URA ALVARADO, Mayor Pro Tern A EST: � fY� ANGEL JAC N',Ojt�Clerk�.� �a OF A-PMOVED A T FOB SCOTT LE MO D, City Attorney Rr Vance Hinds Ordinances\2024\2024.02.08 GLOAgreement4CDBG LHMPP Grant Contract and Award.docx DocuSign Envelope ID:AU(;319B7-381U-4tit9-t$AAb-rh3ULtSAbb9Atf EXHIBIT "A" LANp `^ f w • y ��STATE OF��P GLO CONTRACT No. 22-130-044-E437 COMMUNITY DEVELOPMENT BLOCK GRANT LOCAL HAZARD MITIGATION PLANNING PROGRAM NON-RESEARCH & DEVELOPMENT MITIGATION FUNDING The GENERAL LAND OFFICE (the "GLO"), a Texas state agency, and CITY OF BAYTOWN,Texas Identification Number (TIN) 17460002466 ("Subrecipient"), each a "Party" and collectively the "Parties," enter into this Subrecipient agreement (the "Contract") under the U.S. Department of Housing and Urban Development's Community Development Block Grant Mitigation ("CDBG- MIT") program to provide financial assistance with funds appropriated under the Further Additional Supplemental Appropriations for Disaster Relief Requirements Act, 2018 (Public Law 115-123), enacted on February 9, 2018, for necessary expenses for ,Activities authorized under Title I of the Housing and Community Development Act of 1974 (42 U.S.C. § 5301 et seq.) related to disaster relief, long-term recovery, restoration of infrastructure and housing, economic revitalization, mitigation, and affirmatively furthering fair housing, in accordance with Executive Order 12892, in the most impacted and distressed areas resulting from major declared disasters that occurred in 2015, 2016, and 2017 pursuant to the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. § 5121 et seq.). Through CDBG-MIT Federal Award Number B-18-DP-48-0002, awarded January 12, 2021. as may be amended from time to time, the GLO administers grant funds as Community Development Block Grants (Catalog of Federal Domestic Assistance Number 14.228, "Community Development Block Grants;State's program and Non-Entitlement Grants in Hawaii"), as approved by the Texas Land Commissioner and limited to use for facilitating recovery efforts in Presidentially-declared major disaster areas. ARTICLE I-GENERAL PROVISIONS 1.01 SCOPE OF PROJECT AND SUBAWARD (a) Scope of Project The purpose of this Contract is to set forth the terms and conditions of Subrecipient's participation in the CDBG-MIT program. In strict conformance with the terms and conditions of this Contract, Subrecipient shall perform, or cause to be performed, the Planning Activities defined in Attachment A (the "Project"). Subrecipient shall conduct the Project in strict accordance with this Contract, including all Contract Documents listed in Section 1.02, below, and any Amendments, Revisions, or Technical Guidance Letters issued by the GLO. GLO Contract No.22-130-044-E437 Page 1 of 22 uocuaign tnveiope iu:HUVs 111bl-a0 iu-4ota-tsrwa-rroutor{ooarra (b) Subaward Subject to the terms and conditions of this Contract, the GLO shall issue a subaward to Subrecipient in an amount not to exceed $75,000.00, payable as reimbursement of Subrecipient's allowable expenses, to be used in strict conformance with the terms of this Contract and the Performance Statement, Budget, and Benchmarks in Attachment A. The GLO is not liable to Subrecipient for any costs Subrecipient incurs before the effective date of this Contract or after the expiration or termination of this Contract. The GLO, in its sole discretion, may reimburse Subrecipient for allowable costs incurred before the effective date of this Contract, in accordance with federal law. 1.02 CONTRACT DOCUMENTS This Contract and the following Attachments, attached hereto and incorporated herein in their entirety for all purposes, shall govern this Contract: ATTACHMENT A: Performance Statement, Budget, and Benchmarks ATTACHMENT B: Federal Assurances and Certifications ATTACHMENT C: General Affirmations ATTACHMENT D: Nonexclusive List of Applicable Laws, Rules, and Regulations ATTACHMENT E: GLO Information Security Appendix ATTACHMENT F: Contract Reporting Template 1.03 GUIDANCE DOCUMENTS Subrecipient is deemed to have read and understood, and shall abide by, all Guidance Documents applicable to the CDBG-MIT program, including, without limitation, the following: (a) 2 C.F.R. Part 200 - Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; (b) the relevant Federal Register publications; (c) the Action Plan; (d) Other guidance posted at: https:Hrecovery.texas.gov/action-plansimitigation/ index.html• (e) Other guidance posted at: httl)s://www.hudexchange.info,'; and (f) Other guidance posted at: https://recoveiy.texas. og v'miti ateprograms,local- hazard-mitigation--plans/index.html. All Guidance Documents identified herein are incorporated herein in their entirety for all purposes. GLO Contract No.22-130-044-E437 Page 2 of 22 Docubign tnveiope W:Hut;s1yt$/-st31u-4bta-t$AAb-t-r3utt5AbDVAb 1.04 DEFINITIONS "Act" means Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. § 5301, et seq.). "Action Plan" means the State of Texas CDBG Mitigation (CDBG-MIT) Action Plan submitted to and approved by HUD, outlining the proposed activities to be funded by CDBG-MIT allocations granted to the state from HUD. The Action Plan is available on the GLO's disaster recovery website at https:Hrecovery.texas.gov/action- plans/mitigation/index.html. "Activity" means a defined class of works or services eligible to be accomplished using CDBG-MIT funds. Activities are specified in Subrecipient's Performance Statement and Budget in Attachment A. "Administrative and Audit Regulations" means all applicable statutes, regulations, and other laws governing administration or audit of this Contract, including Title 2, Part 200, of the Code of Federal Regulations and Chapters 321 and 2155 of the Texas Government Code. "Amendment" means a written agreement, signed by the Parties hereto, that documents alterations to the Contract other than those permitted by Technical Guidance Letters or Revisions, as herein defined. "Application" or"Grant Application" means the information Subrecipient provided to the GLO that is the basis for the award of funding under this Contract. "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the execution page or included by reference. "Audit Certification Form" means the form, as specified in the GLO Guidance Documents, that Subrecipient will complete and submit to the GLO annually, in accordance with Section 4.01 of this Contract, to identify Subrecipient's fiscal year expenditures. "Benchmark" means the milestones identified in Attachment A that define actions and deliverables required to be completed by Subrecipient for release of funding by the GLO throughout the life of the Contract. "Budget" means the budget for the Activities funded by the Contract, a copy of which is included in Attachment A. "CDBG-MIT" means the Community Development Block Grant Mitigation Program administered by the U.S. Department of Housing and Urban Development, in cooperation with the GLO. "C.F.R." means the United States Code of Federal Regulations, the codification of the general and permanent rules and regulations (sometimes called administrative law) published in the Federal Register by the executive departments and agencies of the federal government of the United States. "Contract" means this entire document; any Attachments, both physical and incorporated by reference; and any Amendments, Revisions, or Technical Guidance Letters the GLO may issue, to be incorporated by reference herein for all purposes as they are issued. GLO Contract No.22-130-044-E437 Page 3 of 22 vwu.ayn uivcwNc iv.wva i..+ -w v-�..�..-..rv.a- . vvwrwvar.v "Contract Documents" means the documents listed in Section 1.02. "Contract Period" means the period of time between the effective date of the Contract and its expiration or termination date. "Element A: Planning Process" means Element A of FEMA's Local Mitigation Planning Policy Guide, as amended, which outlines the planning process required of local jurisdictions when developing or updating a local hazard mitigation plan. "Element B: Hazard Identification and Risk Assessment" means Element B of FEMA's Local Mitigation Planning Policy Guide, as amended, which provides a tool for subrecipients to use in developing a local hazard mitigation plan to demonstrate the factual basis for proposed activities that will reduce losses from identified hazards. "Equipment" means tangible personal property (including information technology systems) having a useful life of more than one year and a per-unit acquisition cost that equals or exceeds the lesser of the capitalization level established by Subrecipient for financial statement purposes or$5,000, as further defined at 2 C.F.R. §200.313. "Event of Default" means the occurrence of any of the events set forth in Section 3.03, herein. "Federal Assurances" means Standard Form 424B (for non-construction projects) or Standard Form 424D (for construction projects), as applicable, in Attachment B, attached hereto and incorporated herein for all purposes. "Federal Certifications" means the document titled "Certification Regarding Lobbying Compliant with Appendix A to 24 C.F.R. Part 87" and Standard Form LLL, "Disclosure of Lobbying Activities," also in Attachment B, attached hereto and incorporated herein for all purposes. "FEMA" means the Federal Emergency Management Agency. "FEMA Approval" or "FEMA APP" means the status letter issued by FEMA upon approval of the Subrecipient's HMP, as adopted. "FEMA Approval Pending Adoption" or "FEMA APA" means the status letter issued by FEMA upon approval of the Subrecipient's submitted draft HMP. "FEMA's Local Mitigation Planning Policy Guide" means FEMA's official source, as amended, for defining the requirements of original and updated local mitigation plans submitted to FEMA by local jurisdictions in order to receive FEMA hazard mitigation project grant funding. "Federal Register" means the official journal of the federal government of the United States that contains government agency rules, proposed rules, and public notices, including U.S. Department of Housing and Urban Development's Federal Register Notice 84 Fed. Reg. 45838 (August 30, 2019) and any other publication affecting CDBG- MIT funding allocations. "Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "GAAP"means "generally accepted accounting principles." GLO Contract No.22-130-044-E437 Page 4 of 22 Docubign Envelope ID:AUC:319t3/-3blU-4bL9-t3AAb-fr3UEtAbb9Ab "GASB" means accounting principles as defined by the Governmental Accounting Standards Board. "General Affirmations" means the affirmations in Attachment C, which Subrecipient certifies by signing this Contract. "GLO" means the Texas General Land Office and its officers, employees, and designees, acting in their official capacities. "GLO-CDR" means the Community Development and Revitalization division of the GLO. "GLO Implementation Manual" means the manual created by the GLO for subrecipients of CDBG-MIT grant allocations to provide guidance and training on the policies and procedures required so that subrecipients can effectively implement CDBG-MIT programs and timely spend grant funds. "Grant Manager" means the authorized representative of the GLO responsible for the day-to-day management of the Project and the direction of staff and independent contractors in the performance of work relating thereto. "Guidance Documents" means the documents referenced in Section 1.03. "Hazard Mitigation Plan" or "HMP" means the original or updated local hazard mitigation plans submitted by local jurisdictions to the GLO and TDEM in order to receive FEMA hazard mitigation project grant funding. "HUD" means the United States Department of Housing and Urban Development. "Intellectual Property" means patents, rights to apply for patents, trademarks, trade names, service marks, domain names, copyrights and all applications and worldwide registration of such, schematics, industrial models, inventions, know-how, trade secrets, computer software programs, other intangible proprietary information, and all federal, state, or international registrations or applications for any of the foregoing. "Local Hazard Mitigation Plan Program Application Guide" or "LHMPP Application Guide" means GLO's guidance that outlines the program requirements of GLO's LHMPP. "Local Hazard Mitigation Plan Pro am" or "LHMPP" means the Local Hazard Mitigation Plan Program administered by the GLO, in which funds are awarded to Subrecipients to assist them in either developing or updating their local Hazard Mitigation Plan (HMP). "MID" means "most impacted and distressed," referencing a geographical area identified by the State of Texas or HUD as an area that sustained significant damage from a major disaster. "Performance Statement" means the statement of work for the Project in Attachment A, which includes specific Benchmarks and Activities, provides specific Project details and location(s), and lists Project beneficiaries. "Planning" means an Activity performed to assist in determining community disaster recovery needs such as urban environmental design, flood control, drainage GLO Contract No.22-130-044-E437 Page 5 of 22 LimuJlylI C11vulupu IIJ./101,J IJO/-JO Iu-4OCJ-Of1mJ-rrJVCO/1uounv improvements, surge protection, or other recovery responses. Planning services cannot include engineering design. "Pry" means the CDBG-MIT program, administered by HUD and the GLO. "Project" means the work to be performed under this Contract, as described in Section 1.01(a) and Attachment A. "Prompt Pay Act"means Chapter 2251 of the Texas Government Code. "Public Information Act" or"PIA"means Chapter 552 of the Texas Government Code. "Revision" means the GLO's written approval of changes to Benchmarks or deliverable due dates, movement of funds among budget categories, and other Contract adjustments the GLO may approve without a formal Amendment. "Subrecipient" means City of Baytown, a recipient of federal CDBG-MIT funds through the GLO as the pass-through ftinding agency. Subrecipient may also be referred to as "Provider"herein. "TDEM"means the Texas Department of Emergency Management. "Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of the requirements of this Contract or the CDBG-MIT Program that is issued by the GLO and provided to Subrecipient, applicable to specific subject matters pertaining to this Contract, and to which Subrecipient shall be subject as of a specific date. "Texas Integrated Grant Reporting System" or "TIGR" means the GLO system of record for documenting and reporting the use of grant funding. "U.S.C."means the United States Code. 1.05 INTERPRETIVE PROVISIONS (a) The meaning of a defined term applies to its singular and plural forms. (b) The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, Attachment, or schedule of this Contract unless otherwise specified. (c) The term"including"means "including, without limitation." (d) Unless otherwise expressly provided, a reference to a contract includes subsequent amendments and other modifications thereto that were executed according to the contract's terms and a reference to a statute, regulation, ordinance, or other law includes subsequent amendments, renumbering, recodification, and other modifications thereto made by the enacting authority. (e) The captions and headings of this Contract are for convenience of reference only and shall not affect the interpretation of this Contract. (f) The limitations, regulations, and policies contained herein are cumulative and each must be performed in accordance with its terms without regard to other limitations, regulations, and policies affecting the same matter. GLO Contract No.22-130-044-E437 Page 6 of 22 DocuSign Envelope ID:AUC:319t3/-381U-4bL9-t3AAb-t'F3ULUAbbUAd (g) Unless otherwise expressly provided, reference to any GLO action by way of consent, approval, or waiver is deemed modified by the phrase "in its sole discretion." Notwithstanding the preceding, the GLO shall not unreasonably withhold or delay any consent, approval, or waiver required or requested of it. (h) All due dates and/or deadlines referenced in this Contract that occur on a weekend or holiday shall be considered as if occurring on the next business day. (i) All time periods in this Contract shall commence on the day after the date on which the applicable event occurred, report is submitted, or request is received. (j) Time is of the essence in this Contract. (k) In the event of conflicts or inconsistencies between this Contract, its Attachments, federal and state requirements, and any documents incorporated herein by reference, such conflicts or inconsistencies shall be-resolved by reference to the documents in the following order of priority: all applicable laws, rules, and regulations, including, but not limited to, those included in Attachment D; the Contract; Attachment A; Attachment B; Attachment Q Attachment E; Attachment F; applicable Guidance Documents; and the GLO Implementation Manual. Conflicts or inconsistencies between GLO Implementation Manual and this Contract; any laws, rules, or regulations; or any of the Guidance Documents should be reported to the GLO for clarification of the GLO Implementation Manual. ARTICLE II—REIMBURSEMENT,ADVANCE PAYMENT,BUDGET VARIANCE,AND INCOME 2.01 REIMBURSEMENT REQUESTS Each invoice submitted by Subrecipient shall be supported by actual receipts, cancelled checks, and/or such other documentation that, in the judgment of the GLO, allows for full substantiation of the costs incurred. Requests for payment must be submitted via the GLO's Texas Integrated Grant Reporting (TIGR) system of record or as otherwise specified in a Technical Guidance Letter issued under this Contract. Subrecipient will be paid in accordance with the Contract Budget and the Benchmarks described in Attachment A. Failure by Subrecipient to perform any action or submit any deliverable as described in Attachment A could result in the GLO placing a hold on further Subrecipient draws, conducting an official monitoring risk assessment, or requiring repayment, in part or in full, by Subrecipient of drawn funds in addition to other remedies provided to the GLO under this Contract. 2.02 TIMELY EXPENDITURES In accordance with the Federal Register and to ensure timely expenditure of grant funds, Subrecipient shall submit reimbursement requests under this Contract, at a minimum, quarterly. THE GLO MUST RECEIVE A REIMBURSEMENT REQUEST FOR AN INCURRED EXPENSE NOT LATER THAN ONE HUNDRED TWENTY (120) DAYS FROM THE DATE SUBRECIPIENT OR ANY OF ITS SUBCONTRACTORS INCUR THE EXPENSE. THE GLO MAY, IN ITS SOLE DISCRETION, DENY REIMBURSEMENT REQUESTS THAT DO NOT MEET THIS GLO Contract No.22-130-044-E437 Page 7 of 22 Uocubign tnvelope IU:AUL J I Vb1-3u 1u-4btU-GHH0-rrsuttlA0M1A0 REQUIREMENT, ISSUE DELINQUENCY NOTICES, WITHHOLD CAPACITY POINTS ON FUTURE FUNDING COMPETITIONS, IMPOSE A MONITORING REVIEW OF SUBRECIPIENT'S ACTIVITIES,OR IMPLEMENT OTHER CORRECTIVE ACTIONS. Subrecipient shall make timely payments to its subcontractors in accordance with Chapter 2251 of the Texas Government Code. Subrecipient shall submit final reimbursement requests to the GLO prior to Contract expiration or termination. The GLO, in its sole discretion, may deny payment and de- obligate remaining funds from the Contract upon expiration or termination of the Contract. The GLO's ability to de-obligate funds under this Section 2.02 notwithstanding, the GLO shall pay all eligible reimbursement requests that are timely submitted. 2.03 PROGRAM INCOME In accordance with 24 C.F.R. § 570.489(e), Subrecipient shall maintain records of the receipt and accrual of all program income, as "program income" is defined in that section. Subrecipient shall report program income to the GLO in accordance with Article IV of this Contract. Subrecipient shall return all program income to the GLO at least quarterly. 2.04 SUBAWARD OFFER SUBJECT TO CANCELLATION IF SUBRECIPIENT DOES NOT RETURN THE ORIGINAL SIGNED CONTRACT TO THE GLO WITHIN SIXTY (60) DAYS OF TRANSMITTAL OF THE CONTRACT TO SUBRECIPIENT, SUBAWARD FUNDING FOR THE PROJECT MAY BE SUBJECT TO CANCELLATION, IN THE SOLE DISCRETION OF THE GLO. ARTICLE III-DURATION,EXTENSION,AND TERMINATION OF CONTRACT 3.01 DURATION OF CONTRACT AND EXTENSION OF TERM This Contract shall become effective on the date on which it is signed by the last Party and shall terminate on March 31, 2027, or upon the completion of all Benchmarks listed in Attachment A and required closeout procedures, whichever occurs first. Subrecipient must meet all Benchmarks identified in Attachment A. Subrecipient's failure to meet any Benchmark may result in suspension of payment or termination under Sections 3.02,3.03,or 3.04, below. Upon receipt of a written request and acceptable justification from Subrecipient, the GLO, at its discretion, may agree to amend this Contract to extend the Contract Period one time for a period of up to two years. ANY REQUEST FOR EXTENSION MUST BE RECEIVED BY THE GLO AT LEAST SIXTY (60) DAYS BEFORE THE ORIGINAL TERMINATION DATE OF THIS CONTRACT AND,IF APPROVED,SUCH EXTENSION SHALL BE DOCUMENTED IN A WRITTEN AMENDMENT. 3.02 EARLY TERMINATION The GLO may terminate this Contract by giving written notice specifying a termination date at least thirty (30) days after the date of the notice. Upon receipt of such notice, GLO Contract No.22-130-044-E437 Page 8 of 22 uocuaign tnvewpe iu:HuLa iatsi-sa iu +nta-rsHr+a-rrovtor�ooarra Subrecipient shall cease work, terminate any subcontracts, and incur no further expense related to this Contract. Such early termination shall be subject to the equitable settlement of the respective interests of the Parties, accrued up to the date of termination. 3.03 EVENTS OF DEFAULT Each of the following events shall constitute an Event of Default under this Contract: (a) Subrecipient fails to comply with any term, covenant, or provision contained in this Contract; (b) Subrecipient makes a general assignment for the benefit of creditors or takes any similar action for the protection or benefit of creditors; or (c) Subrecipient makes a materially incorrect representation or warranty in a Performance Statement, a reimbursement request for payment, or any report submitted to the GLO under the Contract. Prior to a determination of an Event of Default, the GLO shall allow a thirty (30) day period to cure any deficiency or potential cause of an Event of Default. The GLO may extend the time allowed to cure any deficiency or potential cause of an Event of Default. The GLO shall not arbitrarily withhold approval of an extension of the time allowed to cure a deficiency or potential cause of an Event of Default. In no event shall the amount of time allowed to cure a deficiency or potential cause of an Event of Default extend beyond the Contract Period. 3.04 REMEDIES;NO WAIVER Upon the occurrence of any Event of Default, the GLO may avail itself of any equitable or legal remedy available to it, including without limitation, withholding payment, disallowing all or part of noncompliant Activities, or suspending or terminating the Contract. The Parties' rights or remedies under this Contract are not intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given under this Contract, or hereafter legally existing, upon the occurrence of an Event of Default. The GLO's failure to insist upon the strict observance or performance of any of the provisions of this Contract or to exercise any right or remedy provided in this Contract shall not impair, waive, or relinquish any such right or remedy with respect to another Event of Default. 3.05 REVERSION OF ASSETS Upon expiration or termination of the Contract and subject to this Article: (a) If applicable, Subrecipient shall transfer to the GLO any CDBG-MIT funds Subrecipient has in its possession at the time of expiration or termination that are not attributable to work performed on the Project and any accounts receivable attributable to the use of CDBG-MIT funds awarded under this Contract; and (b) If applicable, real property under Subrecipient's control that was acquired or improved, in whole or in part, with funds in excess of$25,000 under this Contract shall be used to meet one of the CDBG-MIT National Objectives pursuant to 24 C.F.R. § 570.208, as identified in the Action Plan, until five (5) years after the expiration of this Contract or such longer period of time as the GLO deems appropriate. If Subrecipient fails to use the CDBG-MIT funded real property in a GLO Contract No.22-130-044-E437 Page 9 of 22 DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF3OE8A659A8 manner that meets a CDBG-MIT National Objective for the prescribed period of time, Subrecipient shall pay the GLO an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG-MIT funds for acquisition of, or improvement to, the property. Subrecipient may retain real property acquired or improved under this Contract after the expiration of the five-year period or such longer period of time as the GLO deems appropriate. ARTICLE IV-CONTRACT ADMINISTRATION 4.01 SUBMISSIONS—GENERALLY Except for legal notices that must be sent by specific instructions pursuant to Section 8.11 of the Contract, any report, form, document, or request required to be submitted to the GLO under this Contract shall be sent in the format prescribed by the GLO. If Subrecipient fails to submit to the GLO any required Program documentation in a timely and satisfactory manner as required under this Contract, the GLO, in its sole discretion, may issue a delinquency notification and withhold any payments, pending Subrecipient's correction of the deficiency. (a) Audit Certification Form Not later than the close of business sixty (60) calendar days after the end of Subrecipient's fiscal year for each year during the Contract term, Subrecipient must submit a completed Audit Certification Form to the GLO. (b) Other Forms In conformance with required state and federal laws applicable to the Contract: (i) Subrecipient certifies, by the execution of this Contract, all applicable statements in Attachment C, General Affirmations; (ii) Subrecipient must execute Standard Form 42413, Federal Assurances for Non-Construction Programs, found at Page 1 of Attachment B; (iii) Subrecipient must execute the "Certification Regarding Lobbying Compliant with Appendix A to 24 C.F.R. Part 87," found at Page 3 of Attachment B; and (iv) If any funds granted under this Contract have been used for lobbying purposes, Subrecipient must complete and execute Standard Form LLL, "Disclosure of Lobbying Activities," found at Page 4 of Attachment B. 4.02 REPORTING REQUIREMENTS Subrecipient shall submit any requested reports to the GLO through the TIGR system as prescribed in Attachment A or as specified by the GLO Grant Manager. 4.03 HUD CONTRACT REPORTING REQUIREMENT HUD requires the GLO to maintain a public website that accounts for the use and administration of all GLO-administered CDBG-MIT grant funds. To assist the GLO in GLO Contract No.22-130-044-E437 Page 10 of 22 DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF30EBA659A8 meeting this requirement, Subrecipient must prepare and submit monthly to the GLO a written summary of all contracts procured by Subrecipient using grant funds awarded under this Contract. Subrecipient shall only report contracts as defined in 2 C.F.R. § 200.1. Subrecipient must use the template in Attachment F to prepare the monthly reports. On or before the fifth day of each month during the Contract Period, reports summarizing required information for the preceding month shall be submitted through the TIGR system as prescribed in Attachment F or as specified by the GLO Grant Manager. Additional information about this reporting requirement is available in published HUD guidance and Federal Register publications governing the CDBG-MIT funding allocation. ARTICLE V-FEDERAL AND STATE FUNDING,RECAPTURE OF FUNDS,AND OVERPAYMENT 5.01 FEDERAL FUNDING (a) Funding for this Contract is appropriated under the Further Additional Supplemental Appropriations for Disaster Relief Requirements Act, 2018 (Division B, Subdivision 1 of the Bipartisan Budget Act of 2018) (Public Law 115-123), enacted on February 9, 2018, for necessary expenses for Activities authorized under Title I of the Housing and Community Development Act of 1974 (42 U.S.C. § 5301 et seq.) related to disaster relief, long-term recovery, restoration of infrastructure and housing, economic revitalization, mitigation, and affirmatively furthering fair housing, in accordance with Executive Order 12892, in the most impacted and distressed areas resulting from major declared disasters that occurred in 2015, 2016, and 2017 pursuant to the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. § 5121 et seq.). The fulfillment of this Contract is based on those funds being made available to the GLO as the lead administrative state agency. All expenditures under this Contract must be made in accordance with this Contract, the rules and regulations promulgated under the CDBG-MIT Program and any other applicable laws. All funds disbursed under this Contract are subject to recapture and repayment for non-compliance. (b) Subrecipient must have an assigned Unique Entity Identifier (UEID) and a Commercial and Government Entity(CAGE) code. Subrecipient must report its UEID and CAGE code to the GLO for use in various reporting documents. A UEID and CAGE code may be obtained by visiting the System for Award Management website at https::/www.sam.gov. Subrecipient is responsible for renewing its registration with the System for Award Management annually and maintaining an active registration status throughout the Contract Period. 5.02 STATE FUNDING (a) This Contract shall not be construed as creating any debt on behalf of the State of Texas or the GLO in violation of Article III, Section 49, of the Texas Constitution. The GLO's obligations hereunder are subject to the availability of state funds. If adequate funds are not appropriated or become unavailable, the GLO may terminate this Contract. In that event, the Parties shall be discharged GLO Contract No.22-130-044-E437 Page 11 of 22 DocuSign Envelope ID:AU(;31981-381U-4bE9-BAAb-FF3Uk:dAbb9Ab from further obligations, subject to the equitable settlement of their interests accrued up to the date of termination. (b) Any claim by Subrecipient for damages under this Contract may not exceed the amount of payment due and owing Subrecipient or the amount of funds appropriated for payment but not yet paid to Subrecipient under this Contract. Nothing in this provision shall be construed as a waiver of the GLO's sovereign immunity. 5.03 RECAPTURE OF FUNDS Subrecipient shall conduct, in a satisfactory manner as determined by the GLO, the Activities as set forth in the Contract. The discretionary right of the GLO to terminate for convenience under Section 3.02 notwithstanding, the GLO may terminate the Contract and recapture, and be reimbursed by Subrecipient for, any payments made by the GLO (a) that exceed the maximum allowable HUD rate; (b) that are not allowed under applicable laws, rules, and regulations; or (c) that are otherwise inconsistent with this Contract, including any unapproved expenditures. This recapture provision applies to any funds expended for the Proiect or any Activity that is not eligible under CDBG- MIT regulations. 5.04 OVERPAYMENT AND DISALLOWED COSTS Subrecipient shall be liable to the GLO for any costs disallowed pursuant to financial and/or compliance audit(s) of funds Subrecipient received under this Contract. Subrecipient shall reimburse the GLO for such disallowed costs from funds that were not provided or otherwise made available to Subrecipient under this Contract. Subrecipient must refund disallowed costs and overpayments of funds received under this Contract to the GLO within 30 days after the GLO issues notice of overpayment to Subrecipient. ARTICLE VI-INTELLECTUAL PROPERTY 6.01 OWNERSHIP AND INTELLECTUAL PROPERTY (a) The Parties shall jointly own all right, title, and interest in and to all reports, drafts of reports, or other material, data, drawings, computer programs and codes associated with this Contract, and/or any copyright or other intellectual property rights, and any material or information developed and/or required to be delivered under this Contract, with each Party having the right to use, reproduce, or publish any or all of such information and other materials without obtaining permission from the other Party, subject to any other restrictions on publication outlined in this Contract, and without expense or charge. (b) Subrecipient grants the GLO and HUD a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for U.S. Government purposes, all reports, drafts of reports, or other material, data, drawings, computer programs, and codes associated with this Contract, and/or any copyright or other intellectual property rights, and any material or information developed and/or required to be delivered under this Contract. GLO Contract No.22-130-044-E437 Page 12 of 22 DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF3OE8A659A8 6.02 NON-ENDORSEMENT BY STATE AND THE UNITED STATES Subrecipient shall not publicize or otherwise circulate promotional material (such as advertisements, sales brochures, press releases, speeches, still or motion pictures, articles, manuscripts, or other publications) that states or implies the GLO, the State of Texas, U.S. Government, or any government employee, endorses-a product, service, or position Subrecipient represents. Subrecipient may not release information relating to this Contract or state or imply that the GLO, the State of Texas, or the U.S. Government approves of Subrecipient's work products or considers Subrecipient's work product to be superior to other products or services. 6.03 DISCLAIMER REQUIRED On all public information releases issued pursuant to this Contract, Subrecipient shall include a disclaimer stating that the funds for this Project are provided by Subrecipient and the Texas General Land Office through HUD's CDBG-MIT Program. ARTICLE VII-RECORDS,AUDIT,AND RETENTION 7.01 BOOKS AND RECORDS Subrecipient shall keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary for fully disclosing to the GLO, the Texas State Auditor's Office, the United States Government, and/or their authorized representatives sufficient information to determine Subrecipient's compliance with this Contract and all applicable laws, statutes, rules, and regulations, including the applicable laws and regulations provided in Attachment D. 7.02 INSPECTION AND AUDIT (a) All records related to this Contract, including records of Subrecipient and its subcontractors, shall be subject to the Administrative and Audit Regulations. Accordingly, such records and work product shall be subject, at any time, to inspection, examination, audit, and copying at Subrecipient's primary location or any location where such records and work product may be found, with or without notice from the GLO or other government entity with necessary legal authority. Subrecipient shall cooperate fully with any federal or state entity in the conduct of inspection, examination, audit, and copying, including providing all information requested. Subrecipient will ensure that this clause concerning federal and state entities' authority to inspect, examine, audit, and copy records and work product, and the requirement to fully cooperate with the federal and state entities, is included in any subcontract it awards. (b) The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract. Acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject GLO Contract No.22-130-044-E437 Page 13 of 22 DocuSign Envelope ID:AUC319B7-3810-46t9-BAA5-FF3UtBAb59AB of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. The Office of the Comptroller General of the United States, the Government Accountability Office, the Office of Inspector General, or any authorized representative of the U.S. Government shall also have this right of inspection. Subrecipient shall ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Subrecipient and the requirement to cooperate is included in any subcontract it awards. (c) Subrecipient will be deemed to have read and know of all applicable federal, state, and local laws, regulations, and rules pertaining to the Project, including those identified in Attachment D, governing audit requirements. (d) At any time, the GLO may perform, or instruct a for-profit Subrecipient to perform, an annual Program-specific, fiscal, special, or targeted audit of any aspect of Subrecipient's operation. Subrecipient shall maintain financial and other records prescribed by the GLO or by applicable federal or state laws, rules, and regulations. 7.03 PERIOD OF RETENTION All records relevant to this Contract shall be retained for a period of three (3) years subsequent to the final closeout of the overall State of Texas CDBG-MIT grant, in accordance with federal regulations. The GLO will notify all Program participants of the date upon which local records may be destroyed. ARTICLE VIII-MISCELLANEOUS PROVISIONS 8.01 LEGAL OBLIGATIONS For the duration of this Contract, Subrecipient shall procure and maintain any license, authorization, insurance, waiver, permit, qualification, or certification required by federal, state, county, or city statute, ordinance, law, or regulation to be held by Subrecipient to provide the goods or services required by this Contract. Subrecipient shall pay all costs associated with all taxes, assessments, fees, premiums, permits, and licenses required by law. Subrecipient shall pay any such government obligations not paid by its subcontractors during performance of this Contract. Subrecipient shall maintain copies of such licenses and permits as a part of its local records in accordance with Section 7.01 of this Contract or as otherwise specifically directed by the GLO. 8.02 CERTIFICATIONS FOR INTERLOCAL CONTRACT Each Party certifies that this Contract is authorized by its respective governing body, as applicable, or is otherwise authorized under procedures for entering into interlocal contracts that do not require the approval of its governing body. Each Party paying for the performance of governmental functions or services must make those payments from current revenues available to the paying Party. The Parties-&gree any contractual payment described in this Contract is in an amount that fairly compensates the performing Party for the services or functions performed under this Contract. GLO Contract No.22-130-044-E437 Page 14 of 22 Docubign Envelope ID:AUC:319BI-3BlU-4bE9-k3AAb-FF3UI:bAbb9A8 8.03 INDEMNITY As required under the Constitution and laws of the State of Texas, each Party understands that it is solely liable for any liability resulting from its-acts or omissions. No act or omission of a Party shall be imputed to the other Party. Neither Party shall indemnify or defend the other Party. 8.04 INSURANCE AND BOND REQUIREMENTS (a) Unless Subrecipient is authorized by Chapter 2259 of the Texas Government Code to self-insure, Subrecipient shall carry insurance for the duration of this Contract in types and amounts necessary and appropriate for the Project. (b) Subrecipient shall require all contractors, subcontractors, vendors, service providers, or any other person or entity performing work described in Attachment A to carry insurance for the duration of the Project in the types and amounts customarily carried by a person or entity providing such goods or services. Subrecipient shall require any person or entity required to obtain insurance under this section to complete and file the declaration pages from the insurance policies with Subrecipient whenever a previously identified policy period expires during the term of Subrecipient's contract with the person or entity, as proof of continuing coverage. Subrecipient's contract with any such person or entity shall clearly state that acceptance of the insurance policy declaration pages by Subrecipient shall not relieve or decrease the liability of the person or entity. Persons or entities shall be required to update-all expired policies before Subrecipient's acceptance of an invoice for monthly payment from such parties. 8.05 ASSIGNMENT AND SUBCONTRACTS Subrecipient must not assign, transfer, or delegate any rights, obligations, or duties under this Contract without the GLO's prior written consent. Notwithstanding this provision, it is mutually understood and agreed that Subrecipient may subcontract with others for some or all of the services to be performed under this Contract. In any approved subcontracts, Subrecipient must legally bind the subcontractor to perform and make such subcontractor subject to all the duties, requirements, and obligations of Subrecipient as specified in this Contract. Nothing in this Contract shall be construed to relieve Subrecipient of the responsibility for ensuring that the goods delivered and/or the services rendered by Subrecipient and/or any of its subcontractors comply with all the terms and provisions of this Contract. For subcontracts to which Federal Labor Standards Act (FLSA) requirements apply, Subrecipient shall submit to the GLO all documentation required to ensure compliance. Subrecipient shall retain five percent (5%) of the payment due under each of Subrecipient's construction or rehabilitation subcontracts until the GLO determines that the FLSA requirements applicable to each such subcontract—have been satisfied. GLO Contract No.22-130-044-E437 Page 15 of 22 DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF3OE8A659A8 8.06 PROCUREMENT Subrecipient must comply with the procurement procedures-stated at 2 C.F.R. §§ 200.318 through 200.327 and all other applicable federal, state, and local procurement procedures and laws, regulations, and rules. Failure to comply with 2 C.F.R. §§ 200.318 through 200.327 and all other applicable federal, state, and local procurement procedures and laws, regulations, and rules could result in recapture of funds. Subrecipient must confirm that its vendors and subcontractors are not debarred from receiving state or federal funds at each of the following web addresses: (a) the Texas Comptroller's Vendor Performance Program at https:Hcomptroller.texas.gov/purchasing/; and (b) the U.S. General Services Administration's System for Award Management at https://www.sam.gov . 8.07 EQUIPMENT AND COMPUTER SOFTWARE Any purchase of Equipment or computer software made pursuant to this Contract shall be made in accordance with all applicable laws, regulations, and rules, including those defined in 2 C.F.R. §§ 200.313 and 200.216. In accordance with 24 C.F.R. § 570.502(a), if Equipment is acquired, in whole or in part, with funds under this Contract and is then sold, the proceeds shall be considered program income, as defined in Section 2.04 above. Equipment not needed by Subrecipient for Activities under this Contract shall be (a) transferred to the GLO for the CDBG-MIT Program or (b) retained by Subrecipient after compensating the GLO an amount equal to the current fair market value of the Equipment less the percentage of non-CDBG-MIT funds used to acquire the Equipment. 8.08 COMMUNICATION WITH THIRD PARTIES The GLO and the authorities named in Article VII, above, may initiate communications with any subcontractor of Subrecipient, and may request access to any books, documents, personnel, papers, and records of a subcontractor which are pertinent to this Contract. Such communications may be required to conduct audits, examinations, Davis-Bacon Labor Standards interviews, and gather additional information as provided in Article VII herein. 8.09 RELATIONSHIP OF THE PARTIES Subrecipient is associated with the GLO only for the purposes and to the extent specified in this Contract. Subrecipient is and shall be an independent contractor and, subject only to the terms of this Contract, shall have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract creates a partnership or joint venture, an employer- employee or principal-agent relationship, or any liability whatsoever with respect to the indebtedness, liabilities, or obligations of Subrecipient or any other party. Subrecipient shall be solely responsible for, and the GLO shall have no obligation with respect to, the following: the withholding of income taxes, FICA, or any other taxes or fees; industrial or workers' compensation insurance coverage; participation in any group insurance plans GLO Contract No.22-130-044-E437 Page 16 of 22 DocuSign Envelope ID:AUG31 913/-381 0-4tity-BAAb-FF3UI:BA6b9A8 available to employees of the State of Texas; participation or contributions by the State of Texas to the State Employees Retirement System; accumulation of vacation leave or sick leave; or unemployment compensation coverage provided by the State of Texas. 8.10 COMPLIANCE WITH OTHER LAWS In the performance of this Contract, Subrecipient must comply with all applicable federal, state, and local laws, statutes, ordinances, and regulations, including those listed in Attachments B, C, and D. Subrecipient is deemed to know of and understand all applicable laws, statutes, ordinances, and regulations affecting its performance under this Contract. 8.11 NOTICES Any notices required under this Contract shall be deemed delivered when deposited either in the United States mail (certified, postage paid, return receipt requested) or with a common carrier(overnight, signature required) to the appropriate address below. GLO Texas General Land Office 1700 N. Congress Avenue, 7`h Floor Austin, TX 78701 Attention: Contract Management Division Subrecipient City of Baytown 2401 Market St. Baytown, TX 77520 Attention: Jason Reynolds Notice given in any other manner shall be deemed effective only if and when received by the Party to be notified. Either Party may change its address for notice by written notice to the other Party sent in accordance with this section. 8.12 GOVERNING LAW AND VENUE This Contract and the rights and obligations of the Parties hereto shall be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract shall be in a court of competent jurisdiction in Travis County, Texas. Subrecipient irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, that it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction with respect to this Contract or any related document. NOTHING IN THIS CONTRACT SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO. 8.13 SEVERABILITY If a court of competent jurisdiction determines any provision of this Contract is invalid, void, or unenforceable, the remaining terms, provisions, covenants, and conditions of this GLO Contract No.22-130-044-E437 Page 17 of 22 DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF3OE8A659A8 Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. 8.14 DISPUTE RESOLUTION Except as otherwise provided by statute, rule or regulation, Subrecipient shall use the dispute resolution process established in Chapter 2260 of the Texas Government Code and related rules to attempt to resolve any dispute under this Contract, including a claim for breach of contract by the GLO, that the Parties cannot resolve in the ordinary course of business. Neither the occurrence of an event giving rise to a breach of contract claim nor the pendency of such a claim constitutes grounds for Subrecipient to suspend performance of this Contract. Notwithstanding this provision, the GLO reserves all legal and equitable rights and remedies available to it. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO. 8.15 CONFIDENTIALITY To the extent permitted by law, Subrecipient and the GLO shall keep all information, in whatever form produced, prepared, observed, or received by Subrecipient or the GLO, confidential to the extent that such information is: (a) confidential by law; (b) marked or designated "confidential" (or words to that effect) by Subrecipient or the GLO; or (c) information that Subrecipient or the GLO is otherwise required to keep confidential by this Contract. Subrecipient must not make any communications of announcements relating to this Contract through press releases, social media, or other public relations efforts without notice to the GLO. 8.16 PUBLIC RECORDS The GLO shall post this Contract to the GLO's website. Subrecipient understands that the GLO will comply with the Texas Public Information Act (Texas Government Code Chapter 552, the "PIA"), as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas (the "Attorney General"). Information, documentation, and other material in connection with this Contract may be subject to public disclosure pursuant to the PIA. Subrecipient is required to make any information created or exchanged with the GLO or the State of Texas pursuant to the Contract, and not otherwise excepted from disclosure under the PIA, available to the GLO in portable document file (".pdf') format or any other format agreed upon between the Parties that is accessible by the public at no additional charge to the GLO or the State of Texas. By failing to mark any information that Subrecipient believes to be excepted from disclosure as "confidential" or a "trade secret," Subrecipient waives any and all claims it may make against the GLO for releasing such information without prior notice to Subrecipient. The Attorney General will ultimately determine whether any information may be withheld from release under the PIA. Subrecipient shall notify the GLO's Office of General Counsel within twenty-four (24) hours of receipt of any third-party written requests for information and forward a copy of said written requests to PIALegal(amlo.texas.gov. If a request for information was not written, Subrecipient shall forward the third party's contact information to the above-designated e-mail address. GLO Contract No.22-130-044-E437 Page 18 of 22 UocuSlgn tnvelope IU:AU(;319bt-:381U-4bt9-t3AAb-rF3UE:bAbb9Ab 8.17 AMENDMENTS TO THE CONTRACT Amendments to decrease or increase the subaward, to add or delete an Activity as allowed by the Guidance Documents, to extend the term of the Contract, and/or to make other substantial changes to the Contract may be made only by written agreement of the Parties under the formal Amendment process outlined below, except that, upon completion of the Project, the GLO shall issue a closeout letter pursuant to Section 8.22. The formal Amendment process requires official request documentation from Subrecipient detailing all provisions to be amended and supporting documentation as required. The GLO Grant Manager will confirm and review the request and, as appropriate, submit the proposed amended language or amount to the GLO's Contract Management Division for the preparation of a formal Amendment and circulation for necessary GLO and Subrecipient signatures. In the sole discretion of the GLO and in conformance with federal law, the GLO may approve other adjustments required by the GLO during Project performance through a Revision or Technical Guidance Letter unilaterally issued by the GLO and acknowledged by Subrecipient. Such GLO approvals must be in writing and may be delivered by U.S. mail or electronic mail. 8.18 ENTIRE CONTRACT AND MODIFICATIONS This Contract, its Attachments, and any Amendment(s), Technical Guidance Letter(s), and/or Revision(s) issued in conjunction with this Contract, if any, constitute the entire agreement of the Parties and are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements made in connection with the subject matter hereof. Any additional or conflicting terms in issued Attachments, Technical Guidance Letters, and/or Revisions shall be harmonized with this Contract to the extent possible. Unless an Attachment, Technical Guidance Letter, or Revision specifically displays a mutual intent to amend a particular part of this Contract, general conflicts in language shall be construed consistently with the Contract. 8.19 PROPER AUTHORITY Each Party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to legally bind its respective entity. Subrecipient acknowledges that this Contract is effective for the period of time specified in the Contract. Any work performed by Subrecipient after the Contract terminates is performed at the sole risk of Subrecipient. 8.20 COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall together constitute but one and the same Contract. 8.21 SURVIVAL The provisions of Articles V, VI, and VII and Sections 1.01, 1.03,3.02,3.04, 3.05, 8.03, 8.04, 8.07, 8.08,8.09, 8.10, 8.11, 8.12, 8.14,8.15, 8.16, and 8.17 of this Contract and any other continuing obligations of Subrecipient shall survive the termination or expiration of this Contract. GLO Contract No.22-130-044-E437 Page 19 of 22 DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-Ft3Ut8Abb9A8 8.22 CONTRACT CLOSEOUT Upon completion of all Activities required for the Contract and submittal of the final reimbursement request, the GLO will close the contract in accordance with 2 C.F.R. §§ 200.344 through 200.346 and GLO CDBG-MIT guidelines consistent therewith. SUBRECIPIENT SHALL SUBMIT A FINAL BUDGET AND ACTUAL EXPENDITURES TO THE GLO PRIOR TO CONTRACT EXPIRATION OR TERMINATION OR AT THE CONCLUSION OF ALL CONTRACT ACTIVITIES, WHICHEVER OCCURS FIRST. FAILURE TO SUBMIT THE FINAL BUDGET AND ACTUAL EXPENDITURES TO THE GLO PRIOR TO CONTRACT EXPIRATION OR TERMINATION WILL RESULT IN FORFEITURE AND DE-OBLIGATION OF ALL REMAINING UNREQUESTED FUNDS. The GLO will provide Subrecipient an official grant closeout letter upon satisfaction of all Project requirements. 8.23 INDIRECT COST RATES Unless, under the terms of 2 C.F.R. Part 200, Appendix V, Subrecipient has negotiated or does negotiate an indirect cost rate with the federal government, subject to periodic renegotiations of the rate during the Contract Period, or is exempt from such negotiations and has developed and maintains an auditable central service cost allocation plan, Subrecipient's indirect cost rate shall be set by 2 C.F.R. § 200.414(f), i.e., ten percent (10%). 8.24 CONFLICT OF INTEREST (a) Subrecipient shall abide by the provisions of this section and include the provisions in all subcontracts. Subrecipient shall comply with all conflict-of- interest laws and regulations applicable to the Program. (b) Subrecipient shall maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of contracts. 8.25 FORCE MAJEURE Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected Party (collectively referred to as "Force Majeure"), then, while compliance is so prevented, the affected Party's obligation to comply with such covenant shall be suspended, and the affected Party shall not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure must promptly notify the other Party of the Force Majeure event in writing, and, if possible, such notice must set forth the extent and duration of the Force Majeure. The Party claiming Force Majeure must exercise due diligence to prevent, eliminate, or overcome such Force Majeure event when it is possible to do so and must resume performance at the earliest possible date. However, if nonperformance continues for more GLO Contract No.22-130-044-E437 Page 20 of 22 DocuSign Envelope ID:AOC319B7-381046E9-BAA5-FF3OE8A659A8 than thirty (30) days, the GLO may terminate this Contract immediately upon written notification to Subrecipient. 8.26 CITIZEN PARTICIPATION AND ALTERNATIVE REQUIREMENTS (a) Subrecipient must ensure that all citizens have equal and ongoing access to information about an Activity or the Project, including ensuring that Activity or Project information is available in the appropriate languages for the geographical area served by Subrecipient. (b) Subrecipient shall timely respond to all submitted, written citizen complaints. Subrecipient shall notify citizens of the citizen participation process including location and the days and hours when the location is open for business so they may obtain a copy of these written procedures. (c) Subrecipient shall maintain a citizen participation file that includes a copy of Subrecipient's complaint procedures, documentation and evidence of opportunities provided for citizen participation (e.g., public notices, advertisements, flyers, etc.), documentation of citizen participation events (e.g., meeting minutes, attendance lists, sign-in sheets, news reports, etc.), and documentation of any technical assistance requested and/or provided. 8.27 PREFERENCE AND PROCUREMENT OF MATERIALS (a) To the extent applicable, Subrecipient shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired in the following manner: (i) competitively within a timeframe allowing compliance with the Contract's performance schedule; (ii) in a way that meets the Contract's performance requirements; or (iii) at a reasonable price. To ensure maximum use of recovered/recycled materials pursuant to 2 C.F.R. § 200.323, information about this requirement, along with the list of EPA- designated items, is available at the EPA's Comprehensive Procurement Guideline Program website, https://www.eva.gov/smm/comprehensive- procurement-guideline-cpg-pro gram. (b) As appropriate and to the extent consistent with law, Subrecipient should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). (c) For purposes of section (b) above: (i) "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (ii) "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; GLO Contract No.22-130-044-E437 Page 21 of 22 DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF30E8A659A8 plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 8.28 INFORMATION AND DATA SECURITY STANDARDS Subrecipient shall comply with all terms specified in the GLO Information Security Appendix, incorporated herein for all purposes as Attachment E. 8.29 STATEMENTS OR ENTRIES WARNING: ANY PERSON WHO KNOWINGLY MAKES A FALSE CLAIM OR STATEMENT TO HUD MAY BE SUBJECT TO CIVIL OR CRIMINAL PENALTIES UNDER 18 U.S.C.§ 287, 18 U.S.C.§ 1001,AND 31 U.S.C.§ 3729. Except as otherwise provided under federal law, any person who knowingly and willfully falsifies, conceals, or covers up a material fact by any trick, scheme, or device or who makes any materially false, fictitious, or fraudulent statement or representation or who makes or uses any false writing or document despite knowing the writing or document to contain any materially false, fictitious, or fraudulent statement or entry shall be prosecuted under Title 18, United States Code, § 1001. Under penalties of 18 U.S.C. § 287, 18 U.S.C. § 1001, and 31 U.S.C. § 3729, the undersigned Subrecipient representative hereby declares that he/she has examined this Contract and Attachments, and, to the best of his/her knowledge and belief, any statements, entries, or claims made by Subrecipient are true, accurate, and complete. SIGNATURE PAGE FOLLOWS GLO Contract No.22-130-044-E437 Page 22 of 22 DocuSign Envelope ID:AOC319B7-381046E9-BAA5-FF3OE8A659A8 SIGNATURE PAGE FOR GLO CONTRACT NO.22-130-044-E437 SUBRECIPIENT CONTRACT AGREEMENT LOCAL HAZARD MITIGATION PLANNING PROGRAM GENERAL LAND OFFICE CITY OF BAYTOWN Mark A. Havens, Chief Clerk By: Title: city Manager Date of execution: Date of execution: Da OGC Li PM os SDD lk us DGC Atb os GC �G D �99 LC ATTACHED TO THIS CONTRACT: ATTACHMENT A Performance Statement, Budget, and Benchmarks ATTACHMENT B Federal Assurances and Certifications ATTACHMENT C General Affirmations ATTACHMENT D Nonexclusive List of Applicable Laws, Rules, and Regulations ATTACHMENT E GLO Information Security Appendix ATTACHMENT F Contract Reporting Template ATTACHMENTS FOLLOW DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF3OE8A659A8 Attachment A GLO Contract No.22-130-044-E437 Page 1 of 2 CITY OF BAYTOWN 22-130-044-E437 PERFORMANCE STATEMENT FOR DEVELOPMENT OF HMP Subrecipient shall perform, or cause to be performed, the following Planning Activities upon award of Local Hazard Mitigation Plan Program (LHMPP) grant funds: develop a local Hazard Mitigation Plan (HMP) that will identify, assess, and reduce long term risks to life and property from hazard events for the target area specified in Subrecipient's approved LHMPP Grant Application. The GLO's LHMPP provides aid to the most impacted and distressed (MID) areas covered in the State of Texas CDBG Mitigation (CDBG-MIT) Action Plan. Subrecipient shall carry out the following Planning Activities in strict accordance with the terms of Subrecipient's GLO-approved Project guidelines, the terms of this Contract and all Attachments, and the requirements of the GLO Implementation Guide and the LHMPP Application Guide, as each may be amended over time. Each of these documents is incorporated by reference into this Contract. The grant total is $75,000.00. Subrecipient will be required to maintain a detailed Budget breakdown in the official system of record of the GLO's Community Development and Revitalization division (GLO-CDR). PROJECT DESCRIPTION Subrecipient shall develop a HMP and submit to the GLO,as well as TDEM and FEMA,for review and approval. Subrecipient's Activities performed under this Contract will result in a FEMA- approved HMP. Final HMPs must comply with the requirements of 44 C.F.R. §201.6. Subrecipient shall prepare and submit to the GLO, for review and acceptance as to form, a preliminary draft of the HMP in accordance with FEMA's hazard-mitigation planning guidance, as amended. At a minimum, Subrecipient shall include in the preliminary draft HMP submitted to the GLO both Element A: Planning Process and Element B: Hazard Identification and Risk Assessment found in FEMA's Local Mitigation Planning Policy Guide,as amended. GLO's review and acceptance of the preliminary draft HMP is not a commitment nor confirmation by the GLO that the draft HMP will be approved by TDEM or FEMA. Upon GLO's review and acceptance as to form of the preliminary draft of the HMP, Subrecipient shall submit the complete draft of the HMP to TDEM for its review and, subsequently,TDEM will forward the draft HMP to FEMA for review and approval. Subrecipient shall provide to the GLO the FEMA Approval Pending Adoption(APA)status letter and evidence of submission of the draft HMP to TDEM. After formal adoption by local authorities of the HMP, Subrecipient shall submit to TDEM for FEMA's final approval the HMP, which includes formal adoption documentation substantiating DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF3OE8A659A8 Attachment A GLO Contract No.22-130-044-E437 Page 2 of 2 Subrecipient's approval of the HMP. Subrecipient shall submit to the GLO the FEMA Approval (APP) status letter, along with Subrecipient's formal adoption documentation of the HMP. If outside services are procured to assist in the preparation of the HMP, Subrecipient shall submit procurement documentation to the GLO. Failure to properly procure in accordance with state and federal laws, rules, and regulations, including but not limited to 2 C.F.R. 200, may be cause for rejection of the related-reimbursement request by Subrecipient. BUDGET HUD Activity Type Grant Other Funds Total Award MIT --- Planning and Capacity Building $75,000.00 $0.00 $75,000.00 TOTAL $75,000.00 $0.00 $75,000.00 BENCHMARKS Benchmarks Not-to-Exceed Draw Percentages by Budget Category* GLO Approval of procurement documentation, if required, and GLO's review and acceptance as to 0-25% form of the preliminary draft of the HMP Submission of FEMA APA status letter and documentation evidencing TDEM's receipt of draft 25.01-75% HMP Submission of FEMA APP status letter and Subrecipient's formal adoption documentation of 75.01-100% the HMP *Subrecipient may draw up to, but not-to-exceed, the identified percentage of the budget category until stated deliverable(s)and reimbursement requests are submitted to and approved by the GLO. DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF3OE8A659A8 GLO Contract No.22-130-044-E437 Page 1 of 6 ASSURANCES—NON-CONSTRUCTION PROGRAMS OMB Approval No.4040-0007 Expiration Date:02/28/2025 Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden,to the Office of Management and Budget, Paperwork Reduction Project(0348-0040),Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: 1. Has the legal authority to apply for Federal assistance, prohibits discrimination on the basis of handicaps; (d)the and the institutional, managerial and financial capability Age Discrimination Act of 1975, as amended (42 U.S.C. (including funds sufficient to pay the non-Federal share §§6101-6107),which prohibits discrimination on the basis of project cost) to ensure proper planning, management of age; (e) the Drug Abuse Office and Treatment Act of and completion of the project described in this 1972 (P.L. 92-255), as amended, relating to application. nondiscrimination on the basis of drug abuse; (f) the Comprehensive Alcohol Abuse and Alcoholism 2. Will give the awarding agency, the Comptroller General Prevention, Treatment and Rehabilitation Act of 1970 of the United States and, if appropriate, the State, (P.L. 91-616), as amended, relating to nondiscrimination through any authorized representative, access to and on the basis of alcohol abuse or alcoholism; (g) §§523 the right to examine all records, books, papers, or and 527 of the Public Health Service Act of 1912 (42 documents related to the award; and will establish a U.S.C. §§290 dd-3 and 290 ee-3), as amended, relating proper accounting system in accordance with generally to confidentiality of alcohol and drug abuse patient accepted accounting standards or agency directives. records; (h) Title VIII of the Civil Rights Act of 1968(42 U.S.C. §§3601 et seq.), as amended, relating to 3. Will establish safeguards to prohibit employees from nondiscrimination in the sale, rental or financing of using their positions for a purpose that constitutes or housing; (i) any other nondiscrimination provisions in the presents the appearance of personal or organizational specific statute(s) under which application for Federal conflict of interest, or personal gain. assistance is being made; and, 0) the requirements of any other nondiscrimination statute(s)which may apply to 4. Will initiate and complete the work within the applicable the application. time frame after receipt of approval of the awarding agency. 7. Will comply, or has already complied, with the requirements of Titles II and III of the Uniform Relocation 5. Will comply with the Intergovernmental Personnel Act of Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. §§4728-4763) relating to prescribed 1970 (P.L. 91-646) which provide for fair and equitable standards for merit systems for programs funded under treatment of persons displaced or whose property is one of the 19 statutes or regulations specified in acquired as a result of Federal or federally-assisted Appendix A of OPM's Standards for a Merit System of programs. These requirements apply to all interests in Personnel Administration (5 C.F.R. 900, Subpart F). real property acquired for project purposes regardless of Federal participation in purchases. 6. Will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: 8. Will comply, as applicable, with provisions of the Hatch (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) Act (5 U.S.C. §§1501-1508 and 7324-7328) which limit which prohibits discrimination on the basis of race, color the political activities of employees whose principal or national origin; (b) Title IX of the Education employment activities are funded in whole or in part with Amendments of 1972, as amended (20 U.S.C. §§1681- Federal funds. 1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C.§794), which Previous Edition Usable Standard Form 424E(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB CircularA-102 DocuSign Envelope IV AU(:319BI-381U-4bt9-t3AAb-FF3ULBAbb9At5 GLO Contract No.22-130-044-E437 Page 2 of 6 9. Will comply, as applicable, with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act (40 U.S.C. §§276a to 276a-7), the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended (16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act (40 U.S.C. (identification and protection of historic properties), and §§327-333) regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974(16 U.S.C. §§469a-1 et seq.). 10.Will comply, if applicable, with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of requirements of Section 102(a) of the Flood Disaster human subjects involved in research, development, and Protection Act of 1973 (P.L. 93-234) which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15. Will comply with the Laboratory Animal Welfare Act of insurable construction and acquisition is$10,000 or more. 1966 (P.L.-89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research, teaching, or prescribed pursuant to the following: (a) institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and 16. Will comply with the Lead-Based Paint Poisoning Executive Order (EO) 11514; (b) notification of violating prevention Act (42 U.S.C. §§4801 et seq.) which prohiblts the use of lead-based paint in construction or facilities pursuant to EO 11738; (c) protection of wetlands pursuant to EO 11990; (d) evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988; (e) assurance of project consistency with the approved State management 17• Will cause to be performed the required financial and program developed under the Coastal Zone Management compliance audits in accordance with the Single Audit Act of 19 a 16 U.S.C. 1451 et se Act Amendments of 1996 and OMB Circular No. A-133, ( §§ q.); (f) conformity of "Audits of States, Local Governments, and Non-Profit Federal actions to State (Clean Air) Implementation Plans under Section 176(c) of the Clean Air Act of 1955, as Organizations." amended (42 U.S.C. §§7401 et seq.); (g) protection of underground sources of drinking water under the Safe 18• Will comply with all applicable requirements of all other Federal laws, executive orders, regulations,and policies Drinking Water Act of 1974, as amended (P.L. 93-523); and, (h) protection of endangered species under the governing this program. Endangered Species Act of 1973, as amended (P.L. 93- 19. Will comply with the requirements of Section 106(g) of 205). the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 U.S.C. 7104) which prohibits grant 12. Will comply with the Wild and Scenic Rivers Act of 1968 (16 award recipients or a sub-recipient from (1) Engaging in U.S.C. §§1271 et seq.) related to protecting components or severe forms of trafficking in persons during the period potential components of the national wild and scenic rivers of time that the award is in effect (2) Procuring a system. commercial sex act during the period of time that the award is in effect or (3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE City Manager APPLICANT ORGANIZATION DATE SUBMITTED City of Baytown SF-424B(Rev.7-97)Back umuoiyll mimupw w.NVI.J IuDt-oo iv-NUC7-DtAmu-rrJVComoivmo GLO Contract No.22-130-044-E437 Page 3 of 6 CERTIFICATION REGARDING LOBBYING COMPLIANT WITH APPENDIX A TO 24 C.F.R. PART 87* Certification for Contracts, Grants, Loans, and Cooperative Agreements: The undersigned certifies,to the best of his or her knowledge and belief,that: (1)No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan,or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31,U.S. Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance: The undersigned states, to the best of his or her knowledge and belief, that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352, title 31,U.S. Code. Any person who fails to file the required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. As the duly authorized representative of the applicant,I hereby certify that the applicant will comply with the above applicable certification. NAME OF APPLICANT AWARD NUMBER AND OR PROJECT NAME City of Baytown 22-130-044-E437 PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Jason Reynolds City Manager SIGNATURE DATE * 24 C.F.R. 87 App. A, available at htt s:llwww. o. ovlfds sl ranulelCFR-2011-title24-volt CFR-2011-title24-voll-part87- Sp:a. Published Apr. 1,2011.Accessed Aug. 1,2018. DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF3OE8A659A8 GLO Contract No.22-130-044-E437 Page 4 of 6 Disclosure of Lobbying Activities OMB Number:4040-0013 Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 Expiration Date:02/28/2025 (See reverse for public burden disclosure) 1. *Type of Federal Action: 2. *Status of Federal Action: 3. *Report Type: a.contract a.bid/offer application a. initial filing b.grant b. initial award b.material change c.cooperative agreement c. post-award d.loan e.loan guarantee f.loan insurance 4. Name and Address of Reporting Entity: Prime Subawardee *Name: *Street 1: Street 2: *City: State: Zip: 5. If Reporting Entity in No.4 is Subawardee,Enter Name and Address of Prime: 6. Federal Department/Agency: 7. Federal Program Name/1)escription: CFDA Number,ifapplicable: 8. Federal Action Number,ifknown: 9. Award Amount,ifknown: 10.a.Name and Address of Lobbying Registrant Prefix *First Name Middle Name *Last Name Suffix *Street 1: Street 2: *City: State: Zip: b.Individuals Performing Services(including address if different from No. 10a) Prefix *First Name Middle Name *Last Name Suffix *Street 1: Street 2: *City: State: Zip: 11.Information requested through this form is authorized by title 31 U.S.C.section 1352.This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into.This disclosure is required pursuant to 31 U.S.C. 1352.This information will be reported to the Congress semi-annually and will be available for public inspection.Any person who fails to file the required disclosure shall be subject to a civil penalty of not lessthan$10,000 and not more than$100,000 for each such failure. *Signature: *Name: Prefix *First Name Middle Name *Last Name Suffix Title: Telephone No.: Date: Federal Use Only: Authorized for Local-Reproduction Standard Form-LLL(Rev.7-97) DocuSign tnvelope ID:AUC:319131-3810-4bL9-t3AAb-rrs()LbAbb9Ab GLO Contract No.22-130-044-E437 Page 5 of 6 INSTRUCTIONS FOR COMPLETION OF SF-LLL,DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity,whether subawardee or prime Federal recipient,at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with a covered Federal action.Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. Federal Agency Form Instructions Form Identifiers Information Agency Owner Grants.gov Form Name Disclosure of Lobbying Activities(SF-LLL) Form Version Number 2.0 OMB Number _ 4040-0013 OMB Expiration Date 02/28/2025 Field Field Name Required or Information Number Optional 1. *Type of Federal Required Identify the type of covered Federal action for which lobbying activity is and/or has been Action: secured to influence the outcome ofa covered Federal action.This field is required. 2. *Status of Federal Required Identify the status of the covered Federal action.This field is required. Action 2-a. a.Bid/Offer/ Check if Click if the Status of Federal Action is a bid,an offer or an application. Application applicable 2-b. b.Initial Award Check if Click if the Status of Federal Action is an initial award: applicable 2-c. c.Post-Award Check if Click if the Status of Federal Action is a post-award. applicable 3.0 *Report Type Required Identify the appropriate classification of this report. 3-a. a.Initial filing Check if Check if Initial filing. applicable 3-b. b.Material change Check if If this is a follow up report caused by a material change to the information previously reported, applicable enter the year and quarter in which the change occurred.Enter the date of the previously submitted report by this reporting entity for this covered Federal action.This field is required. Material Change Conditionally If this is a follow up report caused by a material change to the information previously Year Required reported,enter the year in which the change occurred. Material Change Conditionally If this is a follow up report caused by a material change to the information previously Quarter Required reported,enter the quarter in which the change occurred. Material Change Conditionally Enter the date of the previously submitted report by this reporting entity for this covered Date of Last Required Federal action. Report 4. Name and Address Required Provide the information for Name and Address of Reporting Entity. of Reporting Entity Prime Check if Click to designate the organization filing the report as the Prime Federal recipient. applicable Subawardee Check if Click to designate the organization filing the report as the SubAwardee Federal recipient.Sub- applicable awards include but are not limited to subcontracts,subgrants and contract awards under grants. Tier if known: Optional Identify the tier of the subawardee,e.g.,the first subawardee of the prime is the 1st tier. Name Required Enter the name of reporting entity.This field is required Street 1 Required Enter Street 1 of the reporting entity.This field is required. Street 2 Optional Enter Street 2 of the reporting entity. City Required Enter City of the reporting entity This field is required. State Required Enter the state of the reporting entity.This field is required ZIP Required Enter the ZIP of the reporting entity.This field is required Congressional Optional Enter the primary Congressional District of the reporting entity.Enter in the following format: District,if known 2 character state abbreviation—3 characters district number,e.g.,CA-005 for California 5th district,CA-012 for California 12th district,NC-103 for North Carolina's 103rd district. 5. If Reporting Entity in Conditionally If Reporting Entity in No.4 is Subawardee,provide the information for the Name and Address No.4 is Subawardee, Required of Prime Enter Name and Address of Prime Name Required If the organization filing the report in item 4,checks"subawardee",enter the full name of the prime Federal recipient. Street 1 Required If the organization filing the report in item 4,checks"Subawardee",enter the address of the prime Federal recipient. DocuSlgn tnvelope ID:AUt;319BI-381U-4bt9-BAAb-1-1-3Utt9Abb9Ab GLO Contract No.22-130-044-E437 Page 6 of 6 Street 2 Optional If the organization filing the report in item 4,checks"Subawardee",enter the address of the prime Federal recipient. City Required If the organization filing the report in item 4,checks"Subawardee",enter the city of the prime Federal recipient. State Required If the organization filing the report in item 4,checks"Subawardee",select the appropriate :state from this pull down menu. ZIP Required Enter the ZIP of Prime.This field is required Congressional Optional Enter the Congressional District of Prime.Enter in the following format:2 character state District,if known abbreviation—3 characters district number,e.g.,CA-005 for California Sth district,CA-012 for :California 12th district,NC-103 for North Carolina's 103rd district. 6. Federal Department Required Enterthe name of the Federal Department or Agency making the award or loan commitment. /Agency Thi0ield is required. 7. CFDA Number: Required Enter the full Catalogof Federal Domestic Assistance(CFDA)number for grants,cooperative agreements,loans and loan commitments.Pre-populated from SF-424 if using Grants.gov. CFDA Title: Required Enter the Federal program-name or description for the covered Federal action.Pre-populated from SF-424 if using Grants.gov. 8. Federal Action Optional Enter the most appropriate Federal identifying number available for the Federal action, Number identified in item 1(e.g:;.Regb6si::for Proposal(RFP)number,invitation for Bid(IFB)number, grant announcement number,the contract,grant,or loan award number,the application/ proposal control number assigned bythe Federal agency).Include prefixes,e.g.,"RFP-DE-90- __ 001". 9. Award Amount Optional For a covered Federal action where there has been an award or loan commitment by the Federal agency,enter the Federal amount of the award/loan commitment of the prime entity identified in item 4 or S. 10.a. Name And Address Required Provide the information for the Name and Address of Lobbying Registrant. of Lobbying Registrant Prefix Optional Enter the prefix(e.g.,Mr.,Mrs.,Miss),if appropriate;for the Lobbying Registrant. First Name Required Enter the first name of Lobbying Registrant.This field is required: Middle Name Optional Enter the middle name of Lobbying Registrant. Last Name Required Enter the last name of Lobbying Registrant.This field is required:.. Suffix Optional Enter the suffix(e.g.,Jr.Sr.,PhD),if appropriate,for the Lobbyingitegistrant. Street 1 Required Enter the first line of street address for the Lobbying Registrant. Street 2 Optional Enter the second line of street address for the Lobbying Registrant. City Required Enter the city of the Lobbying Registrant. State Required Select the appropriate state of the Lobbying Registrant. ZIP Code Required Enter the Zip Code(or ZIP+4)of the Lobbying Registrant. 10.b. Individual Required Provide the information for Individual Performing Services Performing Services Prefix Optional Enter the prefix(e.g.,Mr.,Mrs.,Miss),if appropriate,for the Individual Performing Services. First Name Required Enter the first name of the Individual Performing Services.This field is required. Middle Name Optional Enter the middle name of the Individual Performing Services. Last Name Required Enter the last name of the Individual Performing Services.This field is required. Suffix Optional Enter the suffix(e.g.,Jr.Sr.,PhD),if appropriate,for the Individual Performing Services. Street 1 Required Enter the first line of street address for the Individual Performing Services. Street 2 Optional Enter the second line of street address for the Individual Performing Services. City Required Enter the city of the Individual Performing Services. State Required Select the state for the address of the Individual Performing Services from this pull down menu. ZIP Code Required Enter the Zip Code(or ZIP+4)of the Individual Performing Services. According to the Paperwork Reduction Act,as amended,no persons are required to respond to a collection of information unless it displays a valid OMB control Number. The valid OMB control number for this information collection is OMB No. 4040-0013. Public reporting burden for this collection of information is estimated to average 10 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed,and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden,to the Office of Management and Budget,Paperwork Reduction Project,Washington,DC 20503. DocuSign Envelope ID:AUC:319t31-3810-4bE9-t3AAb-FF3ULbAbb9AB Attachment C GLO Contract No.22-130-044-E437 Page 1 of 9 GENERAL AFFIRMATIONS TO THE EXTENT APPLICABLE, Subrecipient affirms and agrees to the following, without exception: 1. Subrecipient represents and warrants that, in accordance with Section 2155.005 of the Texas Government Code, neither Subrecipient nor the firm, corporation, partnership, or institution represented by Subrecipient, or anyone acting for such a firm, corporation, partnership, or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws, or (2) communicated directly or indirectly the contents of this Contract or any solicitation response upon which this Contract is based to any competitor or any other person engaged in the same line of business as Subrecipient.* 2. Subrecipient shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from the GLO. Any attempted assignment or delegation in violation of this provision is void and without effect. This provision does not apply to subcontracting. 3. If the Contract is for services, Subrecipient shall comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts, but for contracts subject to 2 CFR 200, only to the extent such compliance is consistent with 2 CFR 200.319. 4. Under Section 231.006 of the Family Code, the vendor or applicant [Subrecipient] certifies that the individual or business entity named in this Contract, bid or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate, in addition to other remedies set out in Section 231.006(f) of the Family Code.* 5. A bid or an application for a contract, grant, or loan paid from state funds must include the name and social security number of the individual or sole proprietor and each partner, shareholder, or owner with an ownership interest of at least 25 percent of the business entity submitting the bid or application. Subrecipient certifies it has submitted this information to the GLO.* 6. If the Contract is for a "cloud computing service" as defined by Texas Government Code Section 2157.007, then pursuant to Section 2054.0593(d)-(f) of the Texas Government Code, relating to cloud computing state risk and authorization management program, Subrecipient represents and warrants that it complies with the requirements of the state risk and authorization management program and Subrecipient agrees that throughout the term of the Contract it shall maintain its certifications and comply with the program requirements in the performance of the Contract. 7. If the Contract is for the purchase or lease of computer equipment, as defined by Texas Health and Safety Code Section 361.952(2), Subrecipient certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code, related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in Title 30 Texas Administrative Code Chapter 328. 8. If the Contract authorizes Subrecipient to access, transmit, use, or store data for the GLO, then in accordance with Section 2054.138 of the Texas Government Code, Subrecipient certifies that it will comply with the security controls required under this Contract and will *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 DocubIgn tnvelope IV HutJI1 lt3/-,ibIU-4bta-tsfwo-rrsuttSHUSyNtS Attachment C GLO Contract No.22-130-044-E437 Page 2 of 9 maintain records and make them available to the GLO as evidence of Subrecipient's compliance with the required controls. 9. Subrecipient represents and warrants that it has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract. 10. Subrecipient agrees that any payments due under the Contract shall be applied towards any debt or delinquency that is owed by Subrecipient to the State of Texas. 11. Upon request of the GLO, Subrecipient shall provide copies of its most recent business continuity and disaster recovery plans. 12. If the Contract is for consulting services governed by Texas Government Code Chapter 2254, Subchapter B, in accordance with Section 2254.033 of the Texas Government Code, relating to consulting services, Subrecipient certifies that it does not employ an individual who has been employed by the GLO or another agency at any time during the two years preceding the Subrecipient's submission of its offer to provide consulting services to the GLO or, in the alternative Subrecipient, in its offer to provide consulting services to the GLO, disclosed the following: (i) the nature of the previous employment with the GLO or other state agency; (ii) the date the employment was terminated; and (iii) the annual-rate of compensation for the employment at the time of its termination.* 13. If the Contract is not for architecture, engineering, or construction services, then except as otherwise provided by statute, rule, or regulation, Subrecipient must use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve any dispute arising under the Contract. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO OR, IF APPLICABLE, OF GOVERNMENTAL IMMUNITY BY SUBRECIPIENT. 14. If the Contract is for architecture, engineering, or construction services, then subject to Texas Government Code Section 2260.002 and Texas Civil Practice and Remedies Code Chapter 114, and except as otherwise provided by statute, rule, or regulation, Subrecipient shall use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve all disputes arising under this Contract. Except as otherwise provided by statute, rule, or regulation, in accordance with the Texas Civil Practice and Remedies Code, Section 114.005, claims encompassed by Texas Government Code, Section 2260.002(3) and Texas Civil Practice and Remedies Code Section 114.002 shall be governed by the dispute resolution process set forth below in subsections (a)-(d). NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO OR, IF APPLICABLE, OF GOVERNMENTAL IMMUNITY BY SUBRECIPIENT. a. Notwithstanding Texas Government Code, Chapter 2260.002(3) and Chapter 114.012 and any other statute or applicable law, if Subrecipient's claim for breach of contract cannot be resolved by the Parties in the ordinary course of business, Subrecipient may make a claim against the GLO for breach of contract and the GLO may assert a counterclaim against Subrecipient as is contemplated by Texas Government Code, Chapter 2260, Subchapter B. In such event, Subrecipient must provide written notice to the GLO of a claim for breach of the Contract not later than the 180th day after the date *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 uocubign tnveiope iu:Hut;3lat3t-,ibIU-4bt`.f-tsfw5-rt-3utt$Ab011At$ Attachment C GLO Contract No.22-130-044-E437 Page 3 of 9 of the event giving rise to the claim. The notice must state with particularity: (1) the nature of the alleged breach; (2) the amount Subrecipient seeks as damages; and (3) the legal theory of recovery. b. The chief administrative officer, or if designated in the Contract, another officer of the GLO, shall examine the claim and any counterclaim and negotiate with Subrecipient in an effort to resolve them. The negotiation must begin no later than the 120th day after the date the claim is received, as is contemplated by Texas Government Code, Chapter 2260, Section 2260.052. c. If the negotiation under paragraph (b) above results in the resolution of some disputed issues by agreement or in a settlement, the Parties shall reduce the agreement or settlement to writing and each Party shall sign the agreement or settlement. A partial settlement or resolution of a claim does not waive a Party's rights under this Contract as to the parts of the claim that are not resolved. d. If a claim is not entirely resolved under paragraph (b) above, on or before the 270th day after the date the claim is filed with the GLO, unless the Parties agree in writing to an extension of time, the Parties may agree to mediate a claim made under this dispute resolution procedure. This dispute resolution procedure is Subrecipient's sole and exclusive process for seeking a remedy for an alleged breach of contract by the GLO if the Parties are unable to resolve their disputes as described in this section. e. Nothing in the Contract shall be construed as a waiver of the state's or the GLO's sovereign immunity, or, if applicable, the governmental immunity of Subrecipient. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas or Subrecipient. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas or, if applicable, of Subrecipient under this Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies or immunities or be considered as a basis for estoppel. The GLO does not waive any privileges, rights, defenses, or immunities available to it by entering into this Contract or by its conduct, or by the conduct of any representative of the GLO, prior to or subsequent to entering into this Contract. Subrecipient does not waive any privileges, rights, defenses, or immunities available to it by entering into this Contract or by its conduct, or by the conduct of any representative of the GLO, prior to or subsequent to entering into this Contract. f. Except as otherwise provided by statute, rule, or regulation, compliance with the dispute resolution process provided for in Texas Government Code, Chapter 2260, subchapter B and incorporated by reference in subsection (a)-(d) above is a condition precedent to the Subrecipient: (1) filing suit pursuant to Chapter 114 of the Civil Practices and Remedies Code; or(2) initiating a contested case hearing pursuant to Subchapter C of Chapter 2260 of the Texas Government Code. 15. If Chapter 2271 of the Texas Government Code applies to this Contract, Subrecipient verifies that it does not boycott Israel and will not boycott Israel during the term of the Contract.* 16. This Contract is contingent upon the continued availability of lawful appropriations by the Texas Legislature. Subrecipient understands that all obligations of the GLO under this *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 Uocusign tnveiope IU:AUL,,ilUt$/-st$IU-4bta-bAAS-rrsUt:bAb0aHu Attachment C GLO Contract No.22-130-044-E437 Page 4 of 9 Contract are subject to the availability of funds. If such funds are not appropriated or become unavailable, the GLO may terminate the Contract. The Contract shall not be construed as creating a debt on behalf of the GLO in violation of Article III, Section 49a of the Texas Constitution. 17. Subrecipient certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control. 18. In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Subrecipient certifies that it is not (1) the executive head of the GLO, (2) a person who at any time during the four years before the effective date of the Contract was the executive head of the GLO, or (3) a person who employs a current or former executive head of the GLO. 19. Subrecipient represents and warrants that all statements and information prepared and submitted in connection with this Contract are current, complete, true, and accurate. Submitting a false statement or making a material misrepresentation during the performance of this Contract is a material breach of contract and may void the Contract or be grounds for its termination. 20. Pursuant to Section 2155.004(a) of the Texas Government Code, Subrecipient certifies that neither Subrecipient nor any person or entity represented by Subrecipient has received compensation from the GLO to participate in the preparation of the specifications or solicitation on which this Contract is based. Under Section 2155.004(b) of the Texas Government Code, Subrecipient certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate. This Section does not prohibit Subrecipient from providing free technical assistance.* 21. Subrecipient represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code.* 22. In accordance with Section 2252.901 of the Texas Government Code, for the categories of contracts listed in that section, Subrecipient represents and warrants that none of its employees including, but not limited to, those authorized to provide services under the contract, were employees of the GLO during the twelve (12) month period immediately prior to the date of execution of the contract. Solely for professional services contracts as described by Chapter 2254 of the Texas Government Code, Subrecipient further represents and warrants that if a former employee of the GLO was employed by Subrecipient within one year of the employee's leaving the GLO, then such employee will not perform services on projects with Subrecipient that the employee worked on while employed by the GLO.* 23. The Contract shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Contract is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to any Party. *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 Liucu Jllgll Cllvulupt;IU.nVI,J IUD 1-JOIV'YVCJ-lnnJ-I rJVCVnVJJnV Attachment C GLO Contract No.22-130-044-E437 Page 5 of 9 24. IF THE CONTRACT IS NOT FOR ARCHITECTURE OR ENGINEERING SERVICES GOVERNED BY TEXAS GOVERNMENT CODE CHAPTER 2254, SUBRECIPIENT, TO THE EXTENT ALLOWED BY LAW, SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND THE GLO, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF, OR RESULTING FROM ANY ACTS OR OMISSIONS OF SUBRECIPIENT OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY SUBRECIPIENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND SUBRECIPIENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. SUBRECIPIENT AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.* 25. IF THE CONTRACT IS FOR ARCHITECTURE OR ENGINEERING SERVICES GOVERNED BY TEXAS GOVERNMENT CODE CHAPTER 2254, SUBRECIPIENT, TO THE EXTENT ALLOWED BY LAW, SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND THE GLO, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED DAMAGES, COSTS, ATTORNEY FEES, AND EXPENSES TO THE EXTENT CAUSED BY, ARISING OUT OF, OR RESULTING FROM ANY ACTS OF NEGLIGENCE, INTENTIONAL TORTS, WILLFUL MISCONDUCT, PERSONAL INJURY OR DAMAGE TO PROPERTY, AND'OR OTHERWISE RELATED TO SUBRECIPIENT'S PERFORMANCE, AND OR FAILURES TO PAY A SUBCONTRACTOR OR SUPPLIER BY THE SUBRECIPIENT OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, CONSULTANTS UNDER CONTRACT TO SUBRECIPIENT, OR ANY OTHER ENTITY OVER WHICH SUBRECIPIENT EXERCISES CONTROL, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY SUBRECIPIENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND SUBRECIPIENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. SUBRECIPIENT AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.* 26. TO THE EXTENT ALLOWED BY LAW, SUBRECIPIENT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 DocuSign Envelope ID:AOC319B7-381046E9-BAA5-FF3OE8A659A8 Attachment C GLO Contract No.22-130-044-E437 Page 6 of 9 PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF SUBRECIPIENT PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND OR (3) THE GLO'S AND/OR SUBRECIPIENT'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY SUBRECIPIENT OR OTHERWISE TO WHICH THE GLO HAS ACCESS AS A RESULT OF SUBRECIPIENT'S PERFORMANCE UNDER THE CONTRACT. SUBRECIPIENT AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. SUBRECIPIENT SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY SUBRECIPIENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND SUBRECIPIENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, SUBRECIPIENT WILL REIMBURSE THE GLO AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF SUBRECIPIENT OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND SUBRECIPIENT WILL PAY ALL REASONABLE COSTS OF THE GLO'S COUNSEL.* 27. Subrecipient has disclosed in writing to the GLO all existing or known potential conflicts of interest relative to the performance of the Contract. 28. Sections 2155.006 and 2261.053 of the Texas Government Code prohibit state agencies from accepting a solicitation response or awarding a contract that includes proposed financial participation by a person who, in the past five years, has been convicted of violating a federal law or assessed a penalty in connection with a contract involving relief for Hurricane Rita, Hurricane Katrina, or any other disaster, as defined by Section 418.004 of the Texas Government Code, occurring after September 24, 2005. Under Sections 2155.006 and 2261.053 of the Texas Government Code, Subrecipient certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate.* 29. The person executing this Contract certifies that he/she is duly authorized to execute this Contract on his/her own behalf or on behalf of Subrecipient and legally empowered to contractually bind Subrecipient to the terms and conditions of the Contract and related documents. 30. If the Contract is for architectural or engineering services, pursuant to Section 2254.0031 of the Texas Government Code, which incorporates by reference Section 271.904(d) of the Texas Local Government Code, Subrecipient shall perform services (1) with professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license, and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect.* *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 uocuaign tnveiope iu.AuL.o rani-oo iu-+or_a-orvao-rrovr_omuuvmo Attachment C GLO Contract No.22-130-044-E437 Page 7 of 9 31. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract. The acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Subrecipient shall ensure that this paragraph concerning the authority to audit funds received indirectly by subcontractors through the Contract and the requirement to cooperate is included in any subcontract it awards. The GLO may unilaterally amend the Contract to comply with any rules and procedures of the state auditor in the implementation and enforcement of Section 2262.154 of the Texas Government Code. 32. Subrecipient certifies that neither it nor its principals are debarred, suspended, proposed for debarment, declared ineligible, or otherwise excluded from participation in the Contract by any state or federal agency. 33. If the Contract is for the purchase or lease of covered television equipment, as defined by Section 361.971(3) of the Texas Health and Safety Code, Subrecipient certifies its compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code, related to the Television Equipment Recycling Program. 34. Pursuant to Section 572.069 of the Texas Government Code, Subrecipient certifies it has not employed and will not employ a former state officer or employee who participated in a procurement or contract negotiations for the GLO involving Subrecipient within two (2) years after the date that the contract is signed or the procurement is terminated or withdrawn. This certification only applies to former state officers or employees whose state service or employment ceased on or after September 1, 2015. 35. The GLO shall post this Contract to the GLO's website. Subrecipient understands that the GLO will comply with the Texas Public Information Act (Texas Government Code Chapter 552, the "PIA"), as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas (the "Attorney General"). Information, documentation, and other material in connection with this Contract may be subject to public disclosure pursuant to the PIA. In accordance with Section 2252.907 of the Texas Government Code, Subrecipient is required to make any information created or exchanged with the GLO or the State of Texas pursuant to the Contract, and not otherwise excepted from disclosure under the PIA, available to the GLO in portable document file (".pdf') format or any other format agreed upon between the Parties that is accessible by the public at no additional charge to the GLO or the State of Texas. By failing to mark any information that Subrecipient believes to be excepted from disclosure as "confidential" or a"trade secret," Subrecipient waives any and all claims it may make against the GLO for releasing such information without prior notice to Subrecipient. The Attorney General will ultimately determine whether any information may be withheld from release under the PIA. Subrecipient shall notify the GLO's Office of General Counsel within twenty-four (24) hours of receipt of any third-party written requests for information and forward a copy of said written requests to PIALegal@glo.texas.gov. If a request for information was not written, Subrecipient shall forward the third party's contact information to the above-designated e-mail address. *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 DocuSign Envelope ID:AUG319131-3BlU-4bL9-t3AAb-rrdULdAbbUAt3 Attachment C GLO Contract No.22-130-044-E437 Page 8 of 9 36. The GLO does not tolerate any type of fraud. GLO policy promotes consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Subrecipient must report any possible fraud, waste, or abuse that occurs in connection with the Contract to the GLO in the manner prescribed by the GLO's website, http:,i,/.glo.texas.gov. 37. If Subrecipient, in its performance of the Contract, has access to a state computer system or database, Subrecipient must complete a cybersecurity training program certified under Texas Government Code Section 2054.519, as selected by the GLO. Subrecipient must complete the cybersecurity training program during the initial term of the Contract and during any renewal period. Subrecipient must verify in writing to the GLO its completion of the cybersecurity training program. 38. Under Section 2155.0061, Texas Government Code, Subrecipient certifies that the entity named in this Contract is not ineligible to receive the specified Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate.* 39. Subrecipient certifies that it does not require its customers to provide any documentation certifying the customer's COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from Subrecipient's business. Subrecipient acknowledges that such a vaccine or recovery requirement would make Subrecipient ineligible for a state-funded contract. 40. Pursuant to Government Code Section 2274.0102, Subrecipient certifies that neither it nor its parent company, nor any affiliate of Subrecipient or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or(2) headquartered in any of those countries.* 41. If Subrecipient is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Subrecipient verifies that Subrecipient does not boycott energy companies and will not boycott energy companies during the term of the Contract. If Subrecipient does not make that verification, Subrecipient must notify the GLO and state why the verification is not required.* 42. If Subrecipient is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Subrecipient verifies that it (1) does not have a practice, policy, guidance, or directive that discriminates against a "firearm entity" or "firearm trade association" as those terms are defined in Texas Government Code section 2274.001 and (2) will not discriminate during the term of the Contract against a firearm entity or firearm trade association. If Subrecipient does not make that verification, Subrecipient must notify the GLO and state why the verification is not required.* 43. If Subrecipient is a "professional sports team" as defined by Texas Occupations Code Section 2004.002, Subrecipient will play the United States national anthem at the beginning of each team sporting event held at Subrecipient's home venue or other venue controlled by Subrecipient for the event. Failure to comply with this obligation constitutes a default of this Contract, and immediately subjects Subrecipient to the penalties for default, such as repayment of money received or ineligibility for additional money. In addition, Subrecipient *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 UUI.U01 II CIIvaIV pa IV.P vV o IJU/-JV IV-'TVLJ-N/Y\J-1 1 JV LVl1V JJl1V Attachment C GLO Contract No.22-130-044-E437 Page 9 of 9 may be debarred from contracting with the State. The GLO or the Attorney General may strictly enforce this provision.* 44. To the extent Section 552.371 of the Texas Government Code applies to Subrecipient and the Contract, in accordance with Section 552.372 of the Texas Government Code, Subrecipient must (a) preserve all contracting information related to the Contract in accordance with the records retention requirements applicable to the GLO for the duration of the Contract, (b) no later than the tenth business day after the date of the GLO's request, provide to the GLO any contracting information related to the Contract that is in Subrecipient's custody or possession, and (c) on termination or expiration of the Contract, either (i) provide to the GLO at no cost all contracting information related to the Contract that is in Subrecipient's custody or possession or (ii) preserve the contracting information related to the Contract in accordance with the records retention requirements applicable to the GLO. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J, Chapter 552, Government Code, may apply to the Contract and Subrecipient agrees that the Contract may be terminated if Subrecipient knowingly or intentionally fails to comply with a requirement of that subchapter.* 45. If the Contract is for consulting services governed by Chapter 2254 of the Texas Government Code, Subrecipient, upon completion of the Contract, must give the GLO a compilation, in a digital medium agreed to by the Parties, of all documents, films, recordings, or reports Subrecipient compiled in connection with its performance under the Contract.* 46. If subject to 2 CFR 200.216, Subrecipient shall not obligate or expend funding provided under this Contract to: (a) procure or obtain; (b) extend or renew a contract to procure or obtain; or (c) enter into a contract to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services, as defined in Public Law 115-232, Section 889, as a substantial or essential component of any system, or as critical technology as part of any system. 47. To the extent Texas Government Code Chapter 2252, Subchapter G applies to the Contract, any iron or steel product Subrecipient uses in in its performance of the Contract that is produced through a manufacturing process, as defined in Section 2252.201(2) of the Texas Government Code, must be produced in the United States. *This section does not apply to a contract with a"governmental entity"as defined in Texas Government Code Chapter 2251. Rev.May 6,2022 DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF30E8A659A8 Attachment D GLO Contract No.22-130-044-E437 Page 1 of 4 NONEXCLUSIVE LIST OF APPLICABLE LAWS,RULES,AND REGULATIONS If applicable to the Project, Subrecipient must be in compliance with the following laws, rules, and regulations, as may be amended or superseded over time, and any other state, federal, or local laws, rules, and regulations as may become applicable throughout the term of the Contract, and Subrecipient acknowledges that this list may not include all such applicable laws, rules, and regulations. Subrecipient is deemed to have read and understands the requirements of each of the following, if applicable to the Project under this Contract: GENERALLY The Acts and Regulations specified in this Contract; Further Additional Supplemental Appropriations for Disaster Relief Requirements Act, 2018 (Division B, Subdivision 1 of the Bipartisan Budget Act of 2018) (Public Law 115-123); The Housing and Community Development Act of 1974 (12 U.S.C. § 5301 et seq.); The United States Housing Act of 1937, as amended, 42 U.S.C. § 1437f(o)(13) (2016) and related provisions governing Public Housing Authority project-based assistance, and implementing regulations at 24 C.F.R. Part 983 (2016); Cash Management Improvement Act regulations (31 C.F.R. Part 205); Community Development Block Grants (24 C.F.R. Part 570); Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 C.F.R. Part 200); Community Development Block Grant Disaster Recovery and Mitigation Implementation Manual; and State of Texas CDBG Mitigation Action Plan, dated March 31, 2020, as may be amended. CIVIL RIGHTS Title VI of the Civil Rights Act of 1964, (42 U.S.C. § 2000d et seq.); 24 C.F.R. Part 1, "Nondiscrimination in Federally Assisted Programs of the Department of Housing and Urban Development - Effectuation of Title VI of the Civil Rights Act of 1964"; Title VII of the Civil Rights Act of 1964, as amended by the Equal Employment Opportunity Act of 1972 (42 U.S.C. § 2000e, et seq.); Title VIII of the Civil Rights Act of 1968, "The Fair Housing Act of 1968" (42 U.S.C. § 3601, et seq.), as amended; Executive Order 11063, as amended by Executive Order 12259, and 24 C.F.R. Part 107, "Nondiscrimination and Equal Opportunity in Housing under Executive Order 11063"; The failure or refusal of Subrecipient to comply with the requirements of Executive Order 11063 or 24 C.F.R. Part 107 shall be a proper basis for the imposition of sanctions specified in 24 C.F.R. 107.60; The Age Discrimination Act of 1975 (42 U.S.C. § 6101, et seq.); and Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794.) and "Nondiscrimination Based DocuSign Envelope ID:AU(;31913t-3810-4bEy-t3AAb-I-F-3ULUAbb9AB Attachment D GLO Contract No.22-130-044-E437 Page 2 of 4 on Handicap in Federally-Assisted Programs and Activities of the Department of Housing and Urban Development", 24 C.F.R. Part 8. By signing this Contract, Subrecipient understands and agrees that the activities funded shall be performed in accordance with 24 C.F.R. Part 8; and the Architectural Barriers Act of 1968 (42 U.S.C. § 4151, et seq.), including the use of a telecommunications device for deaf persons (TDDs) or equally effective communication system. LABOR STANDARDS The Davis-Bacon Act, as amended (originally, 40 U.S.C. §§ 276a-276a-5 and re-codified at 40 U.S.C. §§ 3141-3148); 29 C.F.R. Part 5; The Copeland "Anti-Kickback" Act (originally, 18 U.S.C. § 874 and re-codified at 40 U.S.C. § 3145): 29 C.F.R. Part 3; Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (originally, 40 U.S.C. §§ 327A and 330 and re-codified at 40 U.S.C. §§ 3701-3708); Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (Also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act) (29 C.F.R. Part 5); and Federal Executive Order 11246, as amended. EMPLOYMENT OPPORTUNITIES Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u): 24 C.F.R. Part 75; The Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. § 4212); Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681-1688); and Federal Executive Order 11246, as amended. GRANT AND AUDIT STANDARDS Single Audit Act Amendments of 1996, 31 U.S.C. § 7501; Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 C.F.R. Part 200); Uniform Grant and Contract Management Act (Texas Government Code Chapter 783) and the Uniform Grant Management Standards, issued by Governor's Office of Budget and Planning; and Title 1 Texas Administrative Code § 5.167(c). LEAD-BASED PAINT Section 302 of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. § 4831(b)). HISTORIC PROPERTIES The National Historic Preservation Act of 1966 as amended (16 U.S.C. § 470, et seq.), particularly sections 106 and 110 (16 U.S.C. §§ 470 and 470h-2), except as provided in §58.17 for Section 17 projects; Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13, 1971 DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF3OE8A659A8 Attachment D GLO Contract No.22-130-044-E437 Page 3 of 4 (36 FR 8921), 3 C.F.R., 1971-1975 Comp.,p. 559,particularly section 2(c); Federal historic preservation regulations as follows: 36 C.F.R. Part 800 with respect to HUD programs; and The Reservoir Salvage Act of 1960, as amended by the Archeological and Historic Preservation Act of 1974 (16 U.S.C. § 469, etseq.), particularly section 3 (16 U.S.C. § 469a-1). ENVIRONMENTAL LAW AND AUTHORITIES Environmental Review Procedures for Recipients assuming HUD Environmental Responsibilities (24 C.F.R. Part 58, as amended); National Environmental Policy Act of 1969, as amended (42 U.S.C. §§ 4321-4347); and Council for Environmental Quality Regulations for Implemmenting NEPA (40 C.F.R. Parts 1500- 1508). FLOODPLAIN MANAGEMENT AND WETLAND PROTECTION Executive Order 11988, Floodplain Management, May 24, 1977 (42 FR 26951), 3 C.F.R., 1977 Comp., p. 117, as interpreted in HUD regulations at 24 C.F.R. Part 55, particularly Section 2(a) of the Order (For an explanation of the relationship between the decision-making process in 24 C.F.R. Part 55 and this part, see § 55.10.); and Executive Order 11990, Protection of Wetlands, May 24, 1977 (42 FR 26961), 3 C.F.R., 1977 Comp.,p. 121 particularly Sections 2 and 5. COASTAL ZONE MANAGEMENT The Coastal Zone Management Act of 1972 (16 U.S.C. § 1451, et seq.), as amended, particularly sections 307(c) and (d) (16 U.S.C. § 1456(c) and (d)). SOLE SOURCE AQUIFERS The Safe Drinking Water Act of 1974 (42 U.S.C. §§ 201, 300(f), et seq., and 21 U.S.C. § 349) as amended; particularly section 1424(e)(42 U.S.C. § 300h-3(e)); and Sole Source Aquifers (Environmental Protection Agency-40 C.F.R. part 149.). ENDANGERED SPECIES The Endangered Species Act of 1973 (16 U.S.C. § 1531, et seq.) as amended, particularly section 7 (16 U.S.C. § 1536). WILD AND SCENIC RIVERS The Wild and Scenic Rivers Act of 1968 (16 U.S.C. § 1271, et seq.) as amended, particularly sections 7(b) and (c) (16 U.S.C. § 1278(b) and (c)). AIR QUALITY The Clean Air Act (42 U.S.C. § 7401, et seq.) as amended, particularly sections 176(c) and (d) (42 U.S.C. §7506(c) and (d)). Determining Conformity of Federal Actions to State or Federal Implementation Plans (Environmental Protection Agency-40 C.F.R. Parts 6, 51, and 93). UUI.UJIyII CIIVWUPG IU.MU%,a IZID/-aO IV-{oCa-orwa-rrauromooallo Attachment D GLO Contract No.22-130-044-E437 Page 4 of 4 FARMLAND PROTECTION Farmland Protection Policy Act of 1981 (7 U.S.C. § 4201, et seq.) particularly sections 1540(b) and 1541 (7 U.S.C. §§ 4201(b) and 4202); and Farmland Protection Policy(Department of Agriculture-7 C.F.R. part 658). HUD ENVIRONMENTAL STANDARDS Applicable criteria and standards specified in HUD environmental regulations (24 C.F.R. Part 51)(other than the runway clear zone and clear zone notification requirement in 24 C.F.R. § 51.303(a)(3); and HUD Notice 79-33, Policy Guidance to Address the Problems Posed by Toxic Chemicals and Radioactive Materials, September 10, 1979. ENVIRONMENTAL JUSTICE Executive Order 12898 of February 11, 1994Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, (59 FR 7629), 3 C.F.R., 1994 Comp. p. 859. SUSPENSION AND DEBARMENT Use of debarred, suspended, or ineligible contractors or subrecipients (24 C.F.R. § 570.609); General HUD Program Requirements; Waivers (24 C.F.R. Part 5); and Nonprocurement Suspension and Debarment (2 C.F.R. Part 2424). OTHER REQUIREMENTS Environmental Review Procedures for Entities Assuming HUD Environmental Responsibilities (24 C.F.R. Part 58). ACQUISITION/RELOCATION The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601, et seq.), 24 C.F.R. Part 42, and 24 C.F.R. § 570.606. FAITH-BASED ACTIVITIES Executive Order 13279 of December 12, 2002 - Equal Protection of the Laws for Faith-Based and Community Organizations, (67 FR 77141), as amended by Executive Order 13559, Fundamental Principles and Policymaking Criteria for Partnerships with Faith-Based and Other Neighborhood Organizations and HUD regulations at 24 C.F.R. 570.2000). REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DocuSign Envelope ID:AU(:319tit-381U-4bE9-i3AAb-F-h3Ut8Ab59A8 Attachment E GLO Contract No.22-130-044-E437 Page 1 of 4 GLO Information Security Appendix 1. Definitions "Breach of Security" means any unauthorized access of computerized data that compromises the security, confidentiality, or integrity of GLO Data that is in the possession and/or control of Subrecipient (or any entity with which Subrecipient shares GLO Data as authorized herein) including data that is encrypted if the person accessing the data has the key required to decrypt the data, or a loss of control, compromise, unauthorized disclosure or access, failure to physically secure GLO Data or when unauthorized users access PII or SPI for an unauthorized purposes. The term encompasses both suspected and confirmed incidents involving GLO Data which raise a reasonable risk of harm to the GLO or an individual. A Breach of Security occurs regardless of whether caused by a negligent or intentional act or omission on part of Subrecipient and/or aforementioned entities. "GLO Data" means any data or information, which includes PII and/or SPI as defined below, collected, maintained, and created by the GLO, for the purpose of providing disaster assistance to an individual, that Subrecipient obtains, accesses (via records, systems, or otherwise), receives (from the GLO or on behalf of the GLO), or uses in the performance of the Contract or any documents related thereto. GLO Data does not include other information that is lawfully made available to Subrecipient through other sources. "Personal Identifying Information" or"PII" means information that alone, or in conjunction with other information, identifies an individual as defined at Tex. Bus. & Com Code, Section 521.002(a)(1). "Sensitive Personal Information" or "SPI" means the personal information identifying an individual as defined at Tex. Bus. & Com. Code Section 521.002(a)(2). All defined terms found in the Contract shall have the same force and effect, regardless of capitalization. 2. Security and Privacy Compliance 2.1. Subrecipient shall keep all GLO Data received under the Contract and any documents related thereto strictly confidential. 2.2. Subrecipient shall comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations. 2.3. Subrecipient shall implement administrative, physical, and technical safeguards to protect GLO Data that are no less rigorous than accepted industry practices including, without limitation, the guidelines in the National Institute of Standards and Technology ("NIST") Cybersecurity Framework Version 1.1. All such safeguards shall comply with applicable data protection and privacy laws. 2.4. Subrecipient will legally bind any contractor(s)!'subcontractor(s) to the same requirements stated herein and obligations stipulated in the Contract and documents related thereto. Subrecipient shall ensure that the requirements stated herein are imposed on any contractor/subcontractor of Subrecipient's subcontractor(s). uocubign tnveiope lu:AUW IVb/-J6IU-4bty-t$AA5-rr3UttsAb0VAts Attachment E GLO Contract No.22-130-044-E437 Page 2 of 4 2.5. With the exception of contractors and subcontractors as they are addressed in Section 2.4, Subrecipient will not share GLO Data with any third parties, except as necessary for Subrecipient's performance under the Contract and upon the express written consent of the GLO's Information Security Officer or his/her authorized designee. 2.6. Subrecipient will ensure that initial privacy and security training, and annual training, thereafter, is completed by its employees or contractor/subcontractors that have access to GLO Data or who create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle PII and/or SPI on behalf of the GLO. Subrecipient shall maintain and, upon request,provide documentation of training completion. 2.7 Any GLO Data maintained or stored by Subrecipient or any contractor;'subcontractor must be stored on servers or other hardware located within the physical borders of the United States and shall not be accessed outside of the United States. 2.8 Subrecipient shall require that all individuals allowed to access GLO Data pursuant to this Contract sign a confidentiality and non-disclosure agreement ("NDA") before being given access to GLO Data. At a minimum, the NDA.shall inform all individuals of the confidential nature of the GLO Data, the security and non-disclosure requirements of this Contract, and the potential criminal penalties and civil remedies specified in federal and state laws that may result from the unauthorized disclosure of GLO Data. The NDA shall require all individuals to acknowledge that the GLO or the United States government, including the U.S. Department of Housing and Urban Development, will seek any remedy available, including all administrative, disciplinary, civil, or criminal action(s) or penalties, as appropriate, for any unauthorized disclosure of GLO Data. Subrecipient shall provide the GLO copies of any and all NDAs upon request or demand by the GLO. 2.9 Subrecipient shall only use GLO Data for the purposes of administering the Project(s). 3. Data Ownership 3.1. The GLO shall retain full ownership of all GLO Data, which includes PII and/or SPI, disclosed to Subrecipient or to which Subrecipient otherwise gains access by operation of the Contract or any agreement related thereto. 3.2. If, at any time during the term of the Contract or upon termination of the Contract, whichever occurs first, any part of the GLO Data, in any form, provided to Subrecipient ceases to be necessary for Subrecipient's performance under the Contract, Subrecipient shall within fourteen (14) days thereafter securely return such GLO Data to the GLO, or, at the GLO's written request, destroy, uninstall, and/or remove all copies of data in Subrecipient's possession or control and certify to the GLO that such tasks have been completed. Subrecipient shall provide certification of such destruction of GLO Data. If such return is infeasible, as mutually determined by the GLO and Subrecipient, the obligations set forth in this Attachment, with respect to GLO Data, shall survive termination of the Contract and Subrecipient shall prohibit any further use and disclosure of GLO Data. DocuSign Envelope ID:AOC319B7-3810-46E9-BAA5-FF30E8A659A8 Attachment E GLO Contract No.22-130-044-E437 Page 3 of 4 4. Data Mining 4.1. Subrecipient shall not use GLO Data for unrelated commercial purposes, advertising or advertising-related services, or for any other purpose not explicitly authorized by the GLO in this Contract. 4.2. Subrecipient shall take all reasonable physical, technical, administrative, and procedural measures to ensure that no unauthorized use or access of GLO Data occurs. 5. Breach of Security 5.1. Subrecipient shall provide the GLO with the name and contact information for an employee of Subrecipient which shall serve as the GLO's primary security contact. 5.2. Upon Subrecipient's discovery of a Breach of Security or suspected Breach of Security, Subrecipient shall notify the GLO as soon as possible, but no later than 24 hours after discovery of the Breach of Security or suspected Breach of Security. Within 72 hours, Subrecipient shall provide to the GLO, at minimum, a written preliminary report regarding the Breach or suspected Breach to the GLO with root cause analysis including a log detailing the data affected. 5.3. Subrecipient shall submit the initial notification and preliminary report to the GLO Information Security Officer at informationsecurity_L7glo.texas.gov. 5.4. Subrecipient shall take all reasonable steps to immediately remedy a Breach of Security and prevent any further Breach of Security. 5.5. Subrecipient shall not inform any third party of any Breach of Security or suspected Breach of Security without first obtaining GLO's prior written consent unless such action is required by law or is limited to third party personnel that have a need to know for the sole purpose of containing or remediating the Breach of Security or suspected Breach of Security. However, while a third party may be informed of the Breach or suspected Breach for the sole purpose of containing or remediating it, no GLO Data shall be shared with such third party unless express written permission is obtained from the GLO in accordance with Section 2.5. Subrecipient will legally bind such third party to the same requirements stated herein and obligations stipulated in the Contract and documents related thereto as soon as practicable upon securing such third party to contain or remediate the Breach of Security or suspected Breach of Security. 5.6. Notwithstanding the remedies provided in the Contract, if a Breach of Security includes SPI, Subrecipient shall, at the discretion of the GLO, notify affected individuals of such Breach and provide affected individuals complimentary access to one (1) year of credit monitoring services. 6. Right to Audit 6.1 Upon the GLO's request and to confirm Subrecipient's compliance with this Attachment, Subrecipient grants the GLO, or a GLO-contracted vendor, permission to perform an assessment, audit, examination, investigation, or review of all controls in Subrecipient's, or Subrecipient's contractor/subcontractor's, physical and/or technical environment in relation to GLO Data. Subrecipient shall fully cooperate with such DocuSign tnvelope ID:AUC:31981-381U-4bt9-t3AAb-FF3Utt$Abb9An Attachment E GLO Contract No.22-130-044-E437 Page 4 of 4 assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure and application software that stores, processes, or transports GLO Data. In lieu of a GLO-conducted assessment, audit, examination, investigation, or review, Subrecipient may supply, upon GLO approval, the following reports: SSAE 18, ISO/ICE 27001 Certification, FedRAMP Certification, and PCI Compliance Report. Subrecipient shall ensure that this clause concerning the GLO's authority to assess, audit, examine, investigate, or review is included in any contract subcontract that Subrecipient awards. 6.2 At the GLO's request, Subrecipient shall promptly and accurately complete a written information security questionnaire provided by the GLO regarding Subrecipient's business practices and information technology environment in relation to GLO Data and the GLO shall consider such information to be confidential to the extent allowed by law. v 0 C (O gOYdc c d `C U) m WDp oo b Cnta 0 � y � � < M o Q ° •� co '� cOi v° c ... d ° ow°. a z � z CLO � 'l7 ° 0 ° ' � a g '" CD iD• q 0 CD w CD B -4 O v) 0 o O�d7 C• d ° C) a CD to g w + ?. O w co a CD y r,) rn � cD m O CD ... u, CD w n O m 2."0 OD cL (7 !n ,Y w o a px n CD CA CD ;y CD 0 (7 D D a w s s c p '^ ° o co w ccDi cn OD w ? .c� "•h O C) x CD CZ. O n 0. c ° a, p O k.< o a✓ �. Z 1 CD A 0• CxcDDDD •3• Ci M 0. CD M. _3 UO n 0- S O CD ° w 3 �_ -, CD CL -] ° BOLO ° 2 � o ° ys Cr n OQ O n a w C7 n BCD CD CD N C) c CD A n c o �' c " r n o ° ° n -- a � OQ CD O ' < CD- CD c<�D a O CD p O rjQ w 0 CL N CL N C CD � n zCD to 0 cr b y C uC z $ =' CD Y N ,bob _ ° = O `< 1.J ID A a N CA 0 A N JNJ W 0 0 0 c U) m onw 0 x m rr Q 3 0 C A m n Cl) A 1 7 0 6 w .^. 40 c D 0 � Z j (D e 3 co cr W 4 � o � o. Cl P. � 3 � � rn m co z n m FL w o =r7 W D a C rn Zo 3 m ODD $m 3 mCD v � o a a `A N w O N mm C C 0 fJ O j A 7 A O1 mm No ao A � � n W CA o D ;n O O �' O c � m w G) 0 n $ TAD o CL r � O �M O O = p �tC vm W m @ � dm (OD Z fo O m < T D 0 N < c' a 0 m o O A A N N riJ CD O w C NJ "17 N W DocuSign Certificate Of Completion Envelope Id:AOC319B7381046E9BAA5FF30E8A659A8 Status:Sent Subject:$75K Contract:22-130-044-E437-City of Baytown(Texas GLO) Source Envelope: Document Pages:68 Signatures:0 Envelope Originator: Certificate Pages:5 Initials:6 Veronica Rodriguez AutoNav:Enabled 1700 Congress Ave Envelopeld Stamping:Enabled Austin,TX 78701 Time Zone:(UTC-06:00)Central Time(US&Canada) Veronica.Rodriguez@glo.texas.gov IP Address:204.65.210.76 Record Tracking Status:Original Holder:Veronica Rodriguez Location:DocuSign 12/6/2023 8:54:02 AM Veronica.Rodriguez@glo.texas.gov Signer Events Signature Timestamp Vada Dillawn °S Sent:12/6/2023 10:59:49 AM vada.dillawn@glo.texas.gov Viewed:12/6/2023 5:17:33 PM L'. -... Staff Attorney Signed:12/6.2023 5:17:43 PM Texas General Land Office Security Level:Email,Account Authentication Signature Adoption:Pre-selected Style (None) Using IP Address:204.65.210.226 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jet Hays D5 Sent:12/6/2023 5:17:49 PM jet.hays.glo@recovery.texas.gov Resent:12/15/2023 8130:33 AM Deputy Director,Integration — Viewed:12/151:2023 9:27:52 AM Texas General Land Office Signed:12/15i2023 9:28:00 AM Security Level:Email,Account Authentication Signature Adoption:Pre selected Style (None) Using IP Address:204.65.210.114 Electronic Record and Signature Disclosure: Not Offered via DocuSign Heather Lagrone ,°g Sent:12/15/2023 9:28:07 AM heather.lagrone.glo@recovery.texas.gov ft Viewed:12/15/2023 10:53:04 AM Sr Dep director Signed:12/15/2023 10:53:11 AM Texas General Land Office Security Level:Email,Account Authentication Signature Adoption:Pre-selected Style (None) Using IP Address:204.65.210.220 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marc Barenblat °S Sent:12/15/2023 10:53:16 AM marc.barenblat@glo.texas.gov Viewed:12/15/2023 2:59:05 PM Deputy General Counsel Signed:12/15/2023 3:04:32 PM Texas General Land Office Security Level:Email,Account Authentication Signature Adoption:Pre-selected Style (None) Using IP Address:204.65.210.248 Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Jeff Gordon DS Sent:12/15/2023 3:04:38 PM jeff.gordon@glo.texas.gov �G Viewed:12/16,2023 6:39:25 AM General Counsel Signed:12/16i2023 6:39:31 AM Texas General Land Office Security Level:Email,Account Authentication Signature Adoption:Pre-selected Style (None) Using IP Address:107.129.126.169 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Jones LiDSSent: 12/16/2023 6:39:37 AM jennifer.jones@glo.texas.gov Viewed:1 211 812023 9:53:48 AM Security Level:Email,Account Authentication Signed:1 2/1 812023 9:55:33 AM (None) Signature Adoption:Pre-selected Style Using IP Address:204.65.210.220 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jason Reynolds Sent: 12/18/2023 9:55:39 AM citymanager@baytown.org Viewed:12/1812023 9:56:26 AM City Manager Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mark A.Havens Mark.Havens@GLO.TEXAS.GOV Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp BSO Team COPIED Sent:12/6/2023 9:21:29 AM bsorequests@recovery.texas.gov Texas General Land Office Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Drafting Requests COPIED Sent: 12/6/2023 9:21:29 AM draftingrequests@GLO.TEXAS.GOV Texas General Land Office Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy Events Status Timestamp Not Offered via DocuSign Kelly McBride C 0 PIED Sent:12/6/2023 9:21:29 AM kelly.mcbride@g lo.texas.gov Director of CMD Texas General Land Office Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Joseph Cardona Sent:12/6/2023 9:21:30 AM joseph.cardona@glo.texas.gov CO PIED .;- Resent:12/6/2023 10:59:48 AM Team Lead/Contract Manager Texas General Land Office Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Veronica Rodriguez C 0 PIED Sent:12 6/2023 9:21:30 AM veronica.rodriguez@glo.texas.gov Contract Manager Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mahsa Azadi COPIED Sent:12/6/2023 9:21:30 AM Mahsa.Azadi@glo.texas.gov Manager,Disaster Recovery Procurement Texas General Land Office Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Regina Erales C 0 PIED Sent:12/6/2023 5:17:50 PM regina.erales.glo@recovery.texas.gov Viewed:12/7i2023 8:23:44 AM Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tami Caudle C 0 PIED Sent:12/6/2023 5:17:51 PM tami.caudle.glo@recovery.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Matthew Anderson COPIED Sent:12/6/2023 5:17:50 PM mafthew.anderson@glo.texas.gov Texas General Land Office Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Accounting Team C 0 PIED Sent:12/6/2023 5:17:50 PM D R.SystemAccess@glo.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Leasa Lopez Sent:12/18/2023 9:55:39 AM leasa.lopez@baytown.org C0 PIED Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Garrett Purcell Garreft.Purcell@glo.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign HUB HUB@glo.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Abby McClean Abby.McClean.glo@ Recovery.Texas.Gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Pamela Mathews pamela.mathews.glo@recovery.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Ryne Zmolik ryne.zmolik.glo@recovery.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Michelle Esper-Martin michelle.espermarti n.glo@recovery.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jeana Bores jeana.bores.glo@recovery.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Jacob Geray jacob.geray.glo@recovery.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/6/2023 9:21:31 AM Envelope Updated Security Checked 12/6/2023 10:59:48 AM Envelope Updated Security Checked 12/6/2023 10:59:48 AM Envelope Updated Security Checked 12/6/2023 10:59:48 AM Envelope Updated Security Checked 12/6/2023 10:59:48 AM Envelope Updated Security Checked 12/6/2023 10:59:48 AM Envelope Updated Security Checked 12/6/2023 10:59:48 AM Envelope Updated Security Checked 12/6/2023 10:59:48 AM Envelope Updated Security Checked 12/6/2023 10:59:48 AM Payment Events Status Timestamps