Res 111-2022 Prof Services Agreement-ARPA_HCH Enterprises LLC 09/20/2022 Resolution No. 111-2022
Resolution authorizing City Manager to enter into a Master Services
Agreement with HCH Enterprises Corp dba HCH Enterprises Corp
providing professional services related to training for program
management and administration of the City's American Rescue Plan
Act (ARPA) funding plan in accordance with the U.S. Treasury State
and Local Fiscal Recovery Fund (SLFRF) rules
WHEREAS, the City of Wichita Falls has been allocated approximately $29.1M in
federal funds via ARPA; and,
WHEREAS, the City issued Requests for Proposals seeking qualified professional
consultants to develop a program for grant administration, management, implementation
and compliance procedures related to ARPA funds; and,
WHEREAS, the selected consultant will provide critical training, assistance with
establishing project management procedures and direction with grant compliance for City
staff to be able to effectively oversee distribution of ARPA funds in accordance with the
State and Local Fiscal Recovery Fund (SLFRF) Final Rule (April 2022); and,
WHEREAS, developing an effective project management strategy with the
consultant will help advance the Council's approved ARPA Plan and address several key
objectives in the City's adopted Strategic Plan; and,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
The City Council hereby authorizes and directs the City Manager to execute a
Master Services Agreement in a form approved by the City Attorney with the selected
consultant HCH Enterprises Corp dba HCH Enterprises Corp for ARPA project
management/training, at a total cost not to exceed $100,000, and with all expenses being
in accordance with applicable federal, state, and local laws and policies.
PASSED AND APPROVED this the 20th day of September, 2022.
MAYOR
ATTEST:
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City Clerk
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Enterprises, LLC
THIS MASTER SERVICES AGREEMENT("MSA") is made, effective as of September 20, 2022. by and
between HCH ENTERPRISES, LLC DBA HCH ENTERPRISES, LLC, a (Contractor) and The City of Wichita
Falls, Texas (Client).
1. SCOPE OF AGREEMENT.
1.1 The Work.The Parties contemplate that from time to time Contractor will be requested by Client or
its present or future affiliated entities to perform certain work and services ("Work"). Neither Client nor
its affiliates shall be obligated to request Contractor to perform any Work, and Contractor shall not be
obligated to accept requests to perform Work from either Client or its affiliates, but it is expressly
understood and agreed that any and all Work requested by Client or its affiliates and accepted by
Contractor shall be controlled and governed by the provisions of this MSA. The term "Agreement"
means this MSA as incorporated in a Work Order (defined below), and the term "Client" as used herein
shall mean the Client parent or affiliated entity that issued the Work Order.
1.2 Work Orders. A request for Work("Work Order") may be either oral or submitted to Contractor on a
purchase order or similar document to the form attached hereto as Exhibit B. Each such request for
Work shall be deemed a two-party agreement between Contractor and Client and shall be deemed to
incorporate and shall be subject to all the terms and conditions of this MSA. When issued, such Work
Orders are non-binding, negotiable offers and are subject to their express terms. Such offers become a
binding Work Order only after Contractor and Client have mutually agreed to all material terms and
conditions concerning the requested Work, materials, products, or equipment.
1.3 Modifications. Should the parties hereto enter into any Work Order specially prepared to provide for
a particular job to be done by Contractor,then, except to the extent expressly modified in a writing
signed by both parties which refers to the conflicting term of this MSA,the terms of this MSA shall
prevail with respect to any conflict between the terms of such Work Order and this MSA. To
acknowledge or document various events during the Work, a party may from time to time sign the other
party's various forms, such as delivery tickets, labor tickets, bills of lading, purchase orders, and rental
tickets, but terms and conditions included on such forms do not amend, modify, waive, or release any
aspect of this MSA unless expressly agreed to by a writing signed in accordance with this Section 1.3. No
parol agreement of whatsoever nature entered into between Client's representative or representatives
and Contractor shall ever be deemed to alter or affect the provisions of this MSA.
2. PAYMENT.
2.1 Default Labor Costs. Unless otherwise specified in a Work Order,the following labor costs shall be
applied to all Work conducted under this MSA.
Labor Class Hourly Rate
Lead Training/Compliance Manager I $200
Senior Training Manager I $125
Project Manager $150
All other incidental HCH personnel shall be No Cost to Client
deemed overhead
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2.2 Compensation. Contractor shall receive the compensation specified in the Work Order which is
agreed to by Client and Contractor at the time the Work Order is accepted by Client. Such payment by
Client shall be without prejudice to Client's rights subsequently to challenge the correctness thereof.
2.3 Invoicing. Invoices shall be submitted in such form and accompanied by such certification and
documentation as Client may reasonably request.
2.4 Contractor Reports. When requested by Client, or if otherwise applicable, Contractor will furnish
regular reports (either daily, weekly, bi-weekly or monthly as requested by Client) covering any Work,
materials, products and equipment furnished by Contractor for which Client is obligated to pay. All
overtime, mileage,travel, equipment rentals, materials, products and equipment used, or any other
charges incurred,shall be properly documented on such reports.The quantity, description and condition
of any Work, materials, products and equipment furnished shall be verified and checked by Contractor,
and all delivery tickets shall be properly certified as to receipt by Contractor's representative. Contractor
must obtain approval of Client's representative prior to the purchase of materials, products or
equipment for which Contractor will seek reimbursement by Client.
3. AUDIT.
Contractor shall maintain, and shall cause any of Contractor's subcontractors to maintain, a true and
correct set of records pertaining to all Work performed under each Work Order, including supporting
documentation, for two (2) years following completion of the Work. Client may, at its expense, require
Contractor, or any of Contractor's subcontractors, at any time within said two-year period to furnish
sufficient evidence, with documentary support,to enable Client to verify the correctness and accuracy
of payments to Contractor or such subcontractors. Client may, following written notice to Contractor or
such subcontractor, audit any and all records of Contractor and any subcontractor relating to the Work
performed by or on behalf of Contractor hereunder, and all payments made in regard thereto, in order
to verify the accuracy and compliance with this provision; provided, however, Client shall not have the
right to inspect or audit Contractor's trade secrets or any proprietary information. If Client's
examination discloses that Contractor's invoices to Client were in error, Contractor will immediately pay
to Client any amounts overpaid by Client, plus interest from the date of the error at the lesser of one
percent (1%) per month or the maximum rate allowed by law.
4. INSPECTIONS.
All Work performed by Contractor must meet the approval of Client and shall be subject to Client's
general right of inspection.The inspection or non- inspection of any portion of the Work by Client shall
not constitute approval thereof. Client may, but is not required to, inspect and test all work products to
the extent practicable, at all times and places and from time to time, including, without limitation.
Client's inspection and testing shall not relieve Contractor from any responsibility regarding defects or
other failures, or exclude,waive, or invalidate any warranty in this MSA. Notwithstanding the foregoing,
the detailed manner and method of performing the Work shall be under the exclusive control of
Contractor, Client being interested only in the results obtained.
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5. INDEPENDENT CONTRACTOR.
Client and Contractor expressly agree that HCH is an independent contractor as to all Work performed
under this Agreement. HCH and, its subcontractors, and anyone employed by either HCH or its
subcontractors shall not be deemed for any purpose to be an employee, agent, servant, or
representative of Client. Contractor and its subcontractors shall be solely responsible for any and all
salaries, employee benefit plans, taxes, insurance, and any and all other compensations and
responsibilities for their respective employees. Contractor, its subcontractors and any of their
employees shall not be authorized to act or appear to act as agents or representatives of Client,whether
in performing the Work or otherwise. If the performance of the Work shall include the use by Contractor
or its subcontractors of Client's facilities, equipment or other resources, such use is permitted only to
the extent necessary for the performance of the Work and not for any other purpose.This Agreement
does not create, and shall not be construed by the parties hereto or any third party as creating, any
agency, partnership,joint venture, or employment relationship between the parties hereto.
6. SUBCONTRACTING.
In the event Contractor subcontracts any of the Work to be performed hereunder, or contracts for the
furnishing of any services or material required,then such contracts shall contain releases of liability for
damage to property of such subcontractor, insurance requirements, and hold harmless provisions
equivalent to Articles 9 and 10 of this MSA. Unless such contracts contain such equivalent provisions,
any personnel engaged and property used in the furnishing of such services or Work shall be deemed
employees and property of Contractor for the purpose of Articles 15 and 16 and for the purposes of all
other provisions of the Agreement.
7. CONTRACTOR'S PERSONNEL, EQUIPMENT AND MATERIALS.
7.1 Staffing. Contractor shall supply its own personnel of the type and number necessary to perform the
Work. Contractor shall, and shall cause its subcontractors to, provide personnel who are experienced,
properly trained,fully qualified,fit for their respective assignments, and,to the extent required, licensed
to perform work pursuant to applicable law, regulations and orders. Contractor shall not reassign any
key personnel during the course of performing the Work without first securing Client's written consent.
Client, in its sole discretion, may direct Contractor in writing to remove or replace any of Contractor's
personnel at Contractor's cost. Contractor shall make such replacement in a timely manner so as not to
delay Client's operation, or delay or reduce the Work provided by Contractor.
7.2 Equipment. Unless otherwise specified in the applicable Work Order, Contractor and each of
Contractor's subcontractors shall, at its own expense,furnish all tools, equipment, machines, appliances,
parts, material and supplies necessary for the performance of the Work. All such tools, equipment,
machines,appliances, parts, material and supplies furnished or used by Contractor or Contractor's
subcontractors during the performance of the Work shall be deemed to be Contractor's equipment.
7.3 Warranty of Goods. Contractor warrants, for a period of eighteen (18) months from the date of
delivery,that all goods delivered under this MSA or any applicable Work Order will conform to the
specifications provided by Client, if any, and that the goods will be merchantable, of good workmanship
and material,free from defects, fit for their intended uses and in strict compliance with all applicable
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laws, rules and regulations. With regard to goods delivered by Contractor but not manufactured by
Contractor, Contractor shall assign all applicable manufacturers'warranties to Client,to the extent such
warranties are assignable. If such third party manufacturers' warranties are not assignable, Contractor
will provide reasonable assistance to Client in enforcing such warranties.
7.4 Warranty of Performance. Contractor warrants that it will perform all Work in a good and
professional manner in strict conformity with the specifications and requirements of this MSA and the
applicable Work Order, in accordance with generally accepted professional standards and in compliance
with all applicable laws, rules and regulations. Such warranty of performance shall extend for twelve
(12) months from the date such Work was performed.
7.5 Infringement Warranty. Contractor warrants that all work performed by Contractor for or on behalf
of Client, and all goods or other deliverables produced thereby, will not violate, infringe or
misappropriate the rights of any third parties, including, without limitation, the copyright,trademark,
patent, or the trade secrets of any third person.
8. DRUGS, DANGEROUS WEAPONS AND SEARCHES.
Contractor acknowledges that the use, possession, distribution, or sale of illegal drugs and controlled
substances including, without limitation, alcohol, firearms and explosives in and around the Client's
premises is absolutely prohibited. Client specifically reserves the right to carry out reasonable searches
of individuals,their person, effects and vehicles when entering on, or leaving, the Client's premises.
Contractor acknowledges that the refusal to submit to such a search is grounds for denying such
individual access to the Client's premises. Contractor acknowledges that individuals found in violation of
this policy shall be immediately removed from the Client's premises, and, when warranted, such
individuals will be reported to the appropriate law enforcement agencies. Client has the right to request
random drug testing of Contractor personnel.
9. INSURANCE.
At all times during the term of this Agreement, Contractor agrees to be bound by the terms,and carry
insurance of the types and in the minimum amounts, as may be specified in Exhibit A.
10. INDEMNIFICATION.
10.1 Definitions.
A. "Claims" shall include,without limitation, any and all claims, losses, damages (including, without
limitation, punitive damages), causes of action,fines, penalties, enforcement proceedings, suits, and
liabilities of every nature or character(including interest and all expenses of litigation, court costs, and
attorneys'fees), whether or not arising in tort, contract, strict liability, under statute, or of any other
character whatsoever, and whether or not caused by a legal duty.
B. "Contractor Group" means Contractor, its parent, subsidiary and affiliated companies, and their
contractors (of whatever tier), and its and their respective directors,officers,employees, agents, and
representatives.
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C. "Client Group" means Client, its parent, subsidiary and affiliated companies, its and their co-lessees,
partners,joint venturers, co-owners, contractors (other than HCH), and their respective directors,
officers, employees, agents, and representatives.
10.2 Mutual Indemnification
A. Subject to Section 10.3 below and Texas state law, Client shall defend; shall release,
discharge, and relinquish; and shall indemnify, protect, and hold harmless Contractor Group
from and against any and all Claims of every kind or character that are brought by or on behalf
of any member of Client Group that arise out of, relate to, or are connected with this Agreement
or the performance thereof.
B. Subject to Section 10.3 below, Contractor shall defend; shall release, discharge, and
relinquish; and shall indemnify, protect, and hold harmless Client Group from and against any
and all Claims of every kind or character that are brought by or on behalf of any member of
Contractor Group that arise out of, relate to, or are connected with this Agreement or the
performance thereof.
10.3 Express Negligence. THE RELEASE, DEFENSE, INDEMNITY AND HOLD HARMLESS OBLIGATIONS
CONTAINED IN SECTION 10.2 SHALL APPLY EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE
(WHETHER JOINT, SOLE OR CONCURRENT), GROSS NEGLIGENCE, PREEXISTING CONDITIONS, STRICT
LIABILITY, CONTRACTUAL LIABILITY TO OTHER MEMBERS OF THE INDEMNITEE'S GROUP, OR OTHER
FAULT, WHETHER PASSIVE OR ACTIVE, OF ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO
THE INDEMNITEE GROUP. BOTH PARTIES AGREE THAT THIS STATEMENT COMPLIES WITH THE
REQUIREMENT KNOWN AS THE EXPRESS NEGLIGENCE RULE TO EXPRESSLY STATE IN A CONSPICUOUS
MANNER TO AFFORD FAIR AND ADEQUATE NOTICE THAT THIS ARTICLE 10 HAS PROVISIONS REQUIRING
ONE PARTY TO BE RESPONSIBLE FOR THE NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANOTHER
PARTY.
10.5 Supporting Insurance. Separate and independent from any other insurance procurement
requirements in this Agreement, Client and Contractor agree to carry insurance in support of their
respective indemnity obligations under this Article 10 in mutually agreed amounts. Each party agrees
that the maximum amount of such supporting insurance shall be the amount specified in Article 9 and
the associated Exhibit A. If a party does not carry insurance in the required mutually agreed amount,
such party will be deemed to be self-insured in an amount equal to the amount of insurance required by
Exhibits A and B, In the event that this Agreement is subject to the indemnity limitations of any
applicable State law, and so long as that law is in force, then it is agreed that the above obligations to
indemnify are limited to the extent allowed by law.
10.6 Third Parties. Client and Contractor shall each be responsible for and shall release and protect,
indemnify, defend and hold harmless members of Contractor Group or Client Group, as applicable,from
and against any and all Claims of every kind and character,without limit, arising in connection herewith
in favor of third parties on account of bodily injury, personal injury, illness or death, or damage to or loss
of such third parties' property to the extent of each party's own respective legal liability.
10.7 IP Infringement. Contractor shall defend; shall release, discharge, and relinquish; and shall
indemnify, protect and hold harmless Client Group from and against any and all Claims brought by or on
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behalf of any person or entity arising out of or in connection with any allegation, in whole or in part,that
Client Group's use or possession of the goods or services provided by Contractor infringes,
misappropriates, dilutes, or violates the copyright, trade secret,trademark, trade dress, service mark,
patent or any other proprietary right (including without limitation, moral,termination, privacy, Or
personality rights) of any person or entity.
10.8 Notification. Client and Contractor shall promptly notify each other, as appropriate under the
above Sections of this Article 16, of any Claims that may be presented to either by any party. Client and
Contractor shall afford each other full opportunity to assume the defense of such Claims, and to protect
all interests implicated.The obligations set forth in this Article 16 shall survive even if reasonably prompt
notice of any Claim is not provided so long as such failure does not materially prejudice the party to
whom notice is owed. No settlement or agreement which prevents Client from continuing to use
Contractor's products or services, or to receive the benefits of Contractor's Work under the Agreement,
shall be made without Client's prior written consent. Client shall have the right, at its sole option,to
accept or reject counsel selected by Contractor, If Client rejects counsel selected by Contractor,
Contractor shall retain and pay for other counsel acceptable to Client. Client Group's participation in, or
selection of counsel for the defense of Client Group as to any legal process shall not constitute a waiver
of Client Group's right to insist upon Contractor's full compliance with Contractor's obligations under
this Article 10.
10.9 Survival. All indemnity provisions of the Agreement shall survive termination, expiration, or
cancellation of the Agreement,
11. WAIVER OF RIGHT TO CONSEQUENTIAL DAMAGES.
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO
THE OTHER PARTY OR ITS GROUP FOR,AND EACH PARTY RELEASES THE OTHER PARTY AND ITS GROUP
FROM, ANY OF ITS OWN INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES,
INCLUDING BUSINESS INTERRUPTIONS, LOSS OF PROFIT, LOSS OF REVENUES, PRODUCTION LOSS,AND
RESERVOIR DAMAGES, HOWSOEVER CAUSED, REGARDLESS OF WHETHER SUCH DAMAGES OR LOSSES
ARISE OR RESULT, IN WHOLE OR IN PART, FROM NEGLIGENCE (WHETHER SUCH NEGLIGENCE BE SOLE,
JOINT AND/OR CONCURRENT, ACTIVE OR PASSIVE), GROSS NEGLIGENCE, STRICT LIABILITY, CONTRACT
BREACH, BREACH OF WARRANTY, OR ANY OTHER THEORY OF LEGAL LIABILITY ATTRIBUTABLE TO THE
RELEASED PARTY OR ITS GROUP.
12. CONFIDENTIALITY.
Except as otherwise provided herein, Contractor and Client agree that any and all information that is not
otherwise publicly available (other than as a result of unauthorized disclosure) and is communicated by
one party ("Disclosing Party")to the other party ("Receiving Party"), including, without limitation,
engineering, technical, marketing and financial information, and the other party's processes and
procedures, whether such information be written, oral or in electronic format ("Confidential
Information") shall be confidential and shall be treated as such and held in strict confidence by Receiving
Party. Confidential Information shall be used only for purposes of the Agreement by Receiving Party, and
no information, including,without limitation,the provisions of the Agreement, shall be disclosed by the
Receiving Party, its agents, or employees, without the prior written consent of the Disclosing Party,
except as may be necessary by reason of legal, accounting or regulatory requirements beyond the
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reasonable control of the Receiving Party.The Receiving Party shall safeguard Confidential Information
with at least the same degree of care that it uses to safeguard its own confidential, proprietary,
privileged and trade secret information.This Section shall not apply to information (i) in the public
domain, (ii)the Receiving Party had in its possession prior to receiving it from the Disclosing Party(as
evidenced by dated documentation), (iii)the Receiving Party obtained from a third party who rightfully
acquired such information,or(iv)the Receiving Party independently developed without reference to the
information received from the Disclosing Party (as evidenced by dated documentation). If the Receiving
Party must disclose any Confidential Information pursuant to applicable law or regulation or by
operation of law,the Receiving Party may disclose only such information as, in the opinion of counsel, is
legally required, and provided, further, that the Receiving Party shall provide reasonable notice to the
Disclosing Party of such requirement and a reasonable opportunity to object to such disclosure.
in the Agreement,Notwithstanding anything elsewhereg , the terms of this Section shall apply to
Confidential Information amounting to a trade secret for as long as such information remains a trade
secret under applicable law and shall survive the termination of the Agreement.
13. GIFTS AND CONFLICTS OF INTEREST.
13.1 Contractor shall ensure that neither it nor any director, employee, representative or agent of
Contractor or its affiliated entities,or its or their subcontractors,will give or receive any commission,
fee, rebate,gift or entertainment of significant cost or value in connection with the Work,equipment or
materials covered by this Agreement, or enter into any business arrangement with any director,
employee, representative or agent of Client that would violate the prohibitions outlined above.
13.2 Contractor agrees that it will not buy or sell the securities or options on the securities of Client in
the event Contractor possesses any material nonpublic information about Client. Contractor agrees that
trading in the stock or options of Client based on nonpublic information (whether information about
Client or other companies) is a breach of this Agreement. Contractor shall not sell short any stock of
Client at any time during the term of this Agreement.
13.3 Client may at any time, even after termination or cancellation of this Agreement, audit any and all
records of Contractor, Contractor's affiliated entities, and Contractor's subcontractors for the purpose of
determining whether there has been a violation of this Article 13.
14.TERM AND TERMINATION OF MSA.
This MSA shall become effective upon execution by Contractor and Client and shall continue in force and
effect until thirty (30) days following delivery by either Client or Contractor of written notice of
termination to the other; provided, however,that any Work in progress on the effective date of such
termination shall be controlled and governed by this MSA until its completion to Client's satisfaction.
Termination of this MSA does not terminate Work being performed pursuant to a Work Order.
15. CANCELLATION OF WORK.
Client may at any time and for any reason immediately cancel any Work Order, in whole or in part, by
giving written notice to Contractor. If Contractor is not in default at the time of such cancellation, Client
shall pay Contractor for Work actually provided by Contractor to the termination date specified in the
cancellation notice. If Contractor is in default at the time of cancellation, Client shall pay Contractor for
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Work actually provided by Contractor up to the termination date specified in the cancellation notice,
less any amount of damages incurred as a result of Contractor's default.
16. REJECTION OF DELIVERABLES.
16.1 HCH will submit deliverables to Client. Client will approve or reject the deliverables within ten (10)
business days, unless otherwise specified in the Work Order (WO). Notification of rejection must be in
writing and must specify the reason(s) for rejection and specifications required to gain acceptance.
16.2 When presented with Notification of Rejection, HCH will respond in writing with a plan to address
the rejection and resubmit the deliverables to CLIENT within five (5) business days of receiving the
rejection notification from CLIENT,or within another time frame mutually agreed to by HCH and CLIENT.
16.3 CLIENT will approve or reject the HCH second version of materials within five (5) business days, and
HCH will have five (5) business days to re-submit a plan or refer the matter to Dispute Resolution. If the
materials are rejected,the matter will be referred in accordance with the Dispute Resolution process in
Article 17 below.
17. DISPUTE RESOLUTION.
The parties shall attempt in good faith to resolve or cure all disputes or defaults by mutual agreement
before initiating any legal action or attempting to enforce any rights or remedies hereunder except the
enforcement of legal rights in the context of bankruptcy or assignment or disposition of assets. Either
party wishing to resolve or cure a default or dispute shall give written notice to the other party. Within
five (5) days after receipt of such notice,the CLIENT Manager and the HCH Project or Contract Manager
shall meet to discuss and to attempt to resolve or cure such default or dispute. If the parties are unable
to agree on an appropriate cure or resolution within ten (10) days after the end of the initial good faith
negotiation period, both parties may pursue any rights and remedies as they may have hereunder
(including under the MSA), at law or in equity.The failure or refusal of either party above to meet and
discuss any such dispute as provided above shall entitle the other party to immediately exercise any
rights or remedies it may have hereunder at law or in equity, without the need for further meetings or
discussions.
18. EVENTS OF DEFAULT.
Contractor shall be in default under the Agreement and any and all Work Orders hereunder if it(i)fails
to abide by any provision of the Agreement, (ii) becomes insolvent, (iii) makes an assignment for the
benefit of creditors, (iv) is adjudicated bankrupt, (v) admits in writing its inability to pay debts as they
become due, (vi)institutes any proceeding for relief of debtors or appointment of a receiver,trustee,or
liquidator, (vii) institutes a voluntary petition in bankruptcy, or (viii) fails to remove within thirty (30)
days any attachment which is levied upon Client's equipment or property. Contractor shall immediately
notify Client upon discovery of any instance where it failed to comply with the provisions of the
Agreement, or if any information provided to Client was inaccurate, incomplete, or misleading.
19. ASSIGNMENT.
Contractor acknowledges that Client has entered into this MSA and each Work Order because of the
unique technical abilities,capabilities, and credit worthiness of Contractor.Therefore,Contractor may
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not assign this MSA or any Work Order or any rights obtained hereunder or delegate or subcontract any
duty of performance owed by Contractor hereunder without the prior written approval of Client, which
approval shall not be unreasonably withheld or delayed. Client may assign this MSA or any Work Order
upon notice to Contractor. Any assignment made in contravention of this Article shall be null and void
for all purposes. In all events Contractor, as assignor, shall remain liable for its obligations under each
Agreement. To the extent that there are successors or assigns permitted under this Article, each
Agreement shall be binding on and inure to the benefit of the parties and their respective successors
and assigns.
20. CONFLICT OF DOCUMENTS.
If there is a conflict between the provisions of this MSA and any other documents concerning the Work
performed under this MSA,the order of precedence for purposes of resolution shall be: (i)this MSA, (ii)
the Work Order, (iii) any other document prepared by Client and agreed to by Contractor, and (iv) any
other document.
21. SEVERABILITY.
In the event any provision of this Agreement is inconsistent with, or contrary to, any applicable law, rule,
or regulation, or if any provision of this Agreement is found by a court of competent jurisdiction to be
invalid or unenforceable, that provision will be deemed to be modified to the extent required to comply
with said law, rule, or regulation, or to make it valid and enforceable, and this Agreement, as so
modified, shall remain in full force and effect. If said provision cannot be so modified, then it shall be
deemed deleted and the remainder of the Agreement shall continue and remain in full force and effect.
22. WAIVER.
Any waiver on the part of Client or Contractor of any term or condition of this MSA shall not constitute a
precedent or bind either party to a waiver of any succeeding breach of the same or any other term or
condition of this MSA.
23. NOTICES.
All notices, statements or other communications required or permitted between Client and Contractor
shall be in writing and shall be considered as having been given if delivered by mail, courier, hand
delivery or email to the other party at the designated physical address or email address. Date of service
by mail, courier or hand delivery is the date on which such notice is received by the addressee; provided,
however, if such date received is not a Business Day, then the date of service shall be considered to be
the next date that is a Business Day. Date of service by email is the date sent (evidenced by the sender's
machine-generated confirmation of transmission); provided, however, if an email is sent after 5:00 p.m.
local time, then the date of service shall be considered to be the next date that is a Business Day.
"Business Day" means any day which is not a Saturday, Sunday or legal holiday recognized by the federal
government of the United States of America. Either party may change its physical address, email address
or telephone number upon written notice to the other party, but such change shall not be effective until
thirty (30) days after receipt by the other party. Notices shall be delivered as follows:
If to HCH
Invoicing and Accounting:
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Jim Levesque
ilevesque@hchent.com
All Other Notices (including Legal)and Contract Administration:
Henry Hodge
hodge@hchent.com
If to Client
Invoicing and Accounting:
Stephanie Chavez
stephanie.chavez@wichitafallstx.gov
All Notices(including Legal)and Contract Administration:
Jessica Williams
Jessica.williams@wichitafallstx.gov
24. APPLICABLE LAW/JURISDICTION AND VENUE.
This Agreement, and all the rights and duties of the parties arising out of, in connection with, or relating
in any way to the subject matter of this Agreement or the transactions contemplated by it, shall be
governed by, construed, and enforced in accordance with the laws of the State of Texas (excluding its
conflict of laws rules which would refer to and apply the substantive laws of another jurisdiction). Any
suit or proceeding hereunder shall be brought exclusively in state or federal courts located in Wichita
Falls,Texas. Each party consents to the personal jurisdiction of said state and federal courts and waives
any objection that such courts are an inconvenient forum.
25.TIMING.
Time is of the essence in the completion of any Work under the Agreement.
26. HEADINGS.
All headings used in this MSA are solely for the purpose of convenience and shall in no manner be
deemed to be a part of this MSA or used in interpreting its terms.
27. EXECUTION WARRANTY.
The persons signing below represent and warrant that they have all requisite power, authority, and
authorization to execute this MSA on behalf of the parties for whom they sign, and that by signing
below,this MSA shall be fully binding upon and enforceable against all such parties and their affiliates.
28. GOVERNMENTAL FUNCTION.
All parties agree that this contract is one that pertains solely to a governmental function taken by or on
behalf of the City of Wichita Falls. All parties expressly agree that the City is not engaging in any
propriety functions.
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prill Enterprises, LLC
29. WAIVER OF ATTORNEY'S FEES.
If any action at law or in equity is necessary to enforce this agreement, each party agrees to pay its own
attorneys'fees and will not seek to recover its own attorneys' fees from the other party. All parties
understand that Texas Local Government Code subchapter I, § 271.153(a)(3) provides that the total
amount of money awarded in an adjudication brought against a governmental entity for breach of a
contract includes attorneys' fees. All parties expressly waive all statutory and other rights to recover
attorneys'fees pursuant to in § 271.153(a)(3) and all other law.
30. ENTIRE AGREEMENT/MODIFICATION.
THIS MSA(TOGETHER WITH THE EXHIBITS A THROUGH D ATTACHED HERETO AND INCORPORATED
HEREIN) SETS FORTH THE ENTIRE AGREEMENT BETWEEN CONTRACTOR AND CLIENT WITH RESPECT TO
ITS SUBJECT MATTER. ALL PRIOR NEGOTIATIONS AND DEALINGS REGARDING THE SUBJECT MATTER
HEREOF ARE SUPERSEDED BY AND MERGED INTO THIS MSA. No amendment, modification or revision of
this MSA or any Work Order shall be effective unless made in writing and signed by authorized
representatives of both parties who have actual authority to amend, modify or revise this MSA.
IN WITNESS WHEREOF,the parties hereto have caused this MSA to be signed by their respective duly
authorized representatives.
HCH Enterprises, Corp DBA Client
HCH Enterprises Corp
By: _. 37,c1 io r2z„osr'or,
By:
\
Name: Henry C. Hodge.Jr. Name: Darron Leik r
Title: President/CEO Title: City Manager
Date: Oct 21, 2022 Date: /)/2 Y/Z&
Attest:
City Cle k
Approved as to form:
Attorney
rz
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EXHIBIT A
TO MASTER SERVICES AGREEMENT
INSURANCE REQUIREMENTS
1. Procurement and Maintenance:
Contractor shall purchase and shall maintain, with financially stable insurers, the insurance coverages
(or their equivalent) set forth below with respect to and for the duration of this MSA or any applicable
Work Order, at Contractor's expense.
2. Insurance of Contractor's Subcontractors:
Contractor shall require each of Contractor's subcontractors to provide the insurance coverage(s),
amount(s) and policy conditions thereof set forth below. Any deficiency in the coverage(s), amount(s) or
policy conditions of such subcontractors' insurance or the financial failure of a subcontractor's insurer
shall be the responsibility of Contractor.
3. Client Group and Contractor Group Defined:
For purposes of this Exhibit A. "Client Group" shall be as defined in Section 10.1.0 of the MSA, and
"Contractor Group" shall be as defined in Section 10.1.E of the MSA.
4. Coverages:
A. Worker's Compensation/Employer's Liability
1. Statutory Worker's Compensation insurance required by all applicable laws, rules or
regulations of the States or areas in which the Contractor qualifies as an employer and in which the
Work is performed, including(if applicable) U.S. Longshore & Harbor Workers Act and Outer Continental
Shelf Lands Act coverage.
2. Employer's Liability with limits of not less than:
Bodily Injury by Accident - $1,000,000 each accident
Bodily Injury by Disease - $1,000,000 policy limit
Bodily Injury by Disease - $1,000,000 each employee
B. Commercial General Liability Insurance
1. Commercial General Liability (occurrence form) including coverage for: "Action Over"
claims; premises/operations; independent contractors; blowout, and cratering;explosion, collapse and
underground property damage; sudden and accidental seepage and pollution, including containment,
cleanup and third party risks; underground resources and equipment; products/completed operations;
and blanket contractual liability specifically covering the obligations assumed by Contractor under this
Agreement or the applicable Work Order.
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4. Minimum Limit of Liability: $1,000,000 each occurrence for bodily injury or property
damage.
C. Automobile Liability Insurance
1. Commercial Automobile Liability covering all owned, hired and non-owned vehicles
with a minimum limit of$1,000,000 each accident for bodily injury or property damage.
G. Property/Equipment Insurance
"All-Risk" or replacement cost insurance covering any property or equipment furnished or used by
Contractor Group in the performance of the Work to be provided under this Agreement.
5. Waiver of Subrogation:
Contractor shall cause its insurers to waive all rights of subrogation, regardless of fault, in favor of each
member of Client Group with such endorsement to be reflected on all policies of insurance.
6. Additional Insured:
All Contractor's policies of insurance, except Worker's Compensation, Employer's Liability and Maritime
Employer's Liability, shall be endorsed to name each member of Client Group as an Additional Insured.
7. Primary Insurance:
All of Contractor's policies of insurance, except Worker's Compensation, Employer's Liability and
Maritime Employer's Liability, shall be endorsed to provide that all such policies of insurance are
primary to and non-contributing with, any other insurance maintained by any member of the Client
Group.
8. Territory:
All policies of insurance shall be endorsed to provide adequate territorial and navigational limits to cover
all areas of operation.
9. Certificates of Insurance:
Prior to commencement of the Work, Contractor and Contractor's subcontractors shall deliver to Client
certificates of insurance certifying the existence and limits of the insurance coverage, noting applicable
endorsements, described above and shall deliver same and renewals thereof to Client at the address set
forth in this MSA.The certificates shall provide that such insurance shall not be subject to cancellation,
nonrenewal nor material change without thirty (30) days or more prior written notice thereof to Client.
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EXHIBIT B
TO MASTER SERVICES AGREEMENT
FORM OF WORK ORDER
Date:
Subject to the terms and conditions of a certain and Master Services Agreement("MSA")between HCH ENTERPRISES
CORP DBA HCH ENTERPRISES CORP ("HCH")and Client,this Work Order("WO"), number
authorizes HCH ENTERPRISES CORP to conduct the Work described herein. Client agrees to compensate HCH as
provided herein or under the general terms of the MSA.
Location where Work is to be performed:
Contractor Employee(s) responsible for performance of the Work:
Compensation:
Reimbursable Expenses Chargeable by Contractor:
Description of Services to be Performed:
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Special Instructions and Limitation on Contractor's Authority:
If a Detailed Statement of Work is Attached
If a detailed Statement of Work("SOW") has been produced relative to the Work authorized by this Work Order,
that SOW is incorporated herein.
Check this box if a detailed SOW is associated with this Work Order.
X Check this box if NO additional detailed SOW is associated with this Work Order.
CONTRACTOR: CLIENT:Wichita Falls,Texa
•
7 . /
By: -. - a:,,.. By: /7)I
Name: Henry C. Hodge.Jr Name: Darron kiker
Title: President/CEO Title: City Manager
Date:_Oct 21, 2022 Date: /0/2y/2
151 '
�r Llterprjses,
LLC
EXHIBIT C
Form of Statement of Work
(To be Used When Necessary to Provide Detail Associated with a Particular Work Order)
This Statement of Work ("SOW") defines the schedule of services and details of performance and delivery to be
accomplished by HCH ENTERPRISES CORP("HCH")and is executed pursuant to a certain Work Order("WO")number
001 and Master Services Agreement("MSA") between HCH and Client.This statement of work fully
describes the work to be performed and the impact to Project Costs and Charges as outlined herein.
Schedule
Service Title Service Description Start Date End Date
Two-day onsite training All Client's personnel managing ARPA-funded projects will be September October
trained on the ARPA statutory and regulatory framework, 2022 2022
including the Uniform Guidance on Federal Grant
Administration.
Weekly 1-hourtrainings on Provide overview and project-specific training to Client's September September
ARPA reporting& personnel involved in ARPA projects. Sessions will address 2022 2023
compliance compliance & reporting issues specific to the Wichita Falls
projects.
On-call compliance HCH will provide regular on-call(telephone,teleconference and September As needed
email) availability to address any compliance questions from 2022 through
Client/project managers. September
2023
Project Set-up Compliance&delivery strategy—including procurement plans— September September
for each project will be developed in consultation with the city 2022 2023
staff responsible for managing the project.
Compliance monitoring& HCH's Compliance Manager will work with the Client's Finance September Quarterly
consultation Dept.to establish a reporting schedule to ensure complete and 2022 before
accurate reporting as required by the U.S.Treasury Regulations. submission
The HCH Compliance Manager will review all project reports to U.S.
prior to submission to U.S.Treasury. Treasury
(Sept.2023)
Project management HCH's Project Management Office will work with the Client's September As needed
augmentation Finance Dept. and Project Managers to ensure timely tracking 2022 through
and performance on all ARPA-Funded projects.This service will September
be provided on an as-needed basis. 2023
The Period of Performance("Duration")shall begin at the earliest of the Schedule of Services above and end at the
latest of the Schedule of Services. All work, tasks and deliverables must be scheduled to complete within this
Duration unless otherwise modified and agreed in writing.
Place of Performance
HCH will perform the majority of the work at NCH's facilities or from other telework locations. If onsite presence is
needed,Client will assume all travel and expense costs; an onsite direct labor surcharge may apply.
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Project Cost and Charges
Project Cost for the Duration of the project is solely based on the total number of actual hours worked and billed
under a T&M basis. The following bill rates shall be applied for each role resourced to the project:
Labor Charges/Resource Rate
Lead Training/Compliance Manager $200
Compliance Facilitator $200
Senior Training Manager $125
Project Manager $150
Travel Costs Estimated$2,000
All other incidental HCH personnel shall be No Cost to Client
deemed overhead and capped at 15 hours
HCH will invoice Client monthly during the Duration of the project. All HCH invoices shall contain the Total Due
amount as well as net terms.All invoices shall be submitted by HCH to Client's Accounting email.All monthly invoices
shall be submitted by HCH within five(5) business days from the last day of the month.
Detailed Description of the Work to be Performed
HCH will provide project management,training and grant compliance services to the Client in five key phases as
outlined and further described. NCH's approach to project management with the Client will include frequent and
effective communication through establishment of a communications plan and rhythm for weekly and periodic
meetings. HCH attends all meetings and participates as dictated by the Client.
Phase I: Initiation
During this project phase, HCH will work with the Client to visualize what will be accomplished. HCH will describe
desired outcome in detail and develop a narrative to explain why the project outcome is desired. Project goals will
be developed,described and explained followed by defining critical steps in the project. Project resources and
constraints will be identified and roles assigned to project team members. Work products generated during Phase
I include:
1. Project Proposal:
Proposal provides a general overview of the purpose,goals, key dates, requirements. Proposal can be thought
of as the mission statement for the project.
2. Project Charter:
Contains key details about the project, including who is on the team and broad strategies the team will
pursue.The charter also outlines potential risks, benefits, constraints,and key stakeholders. Charter
documents project governance procedures and provides a set of rules and principles that can be referenced as
necessary throughout the project life cycle.
3. RACI Chart:
HCH will create a RACI (Responsible,Accountable,Consulted, or Informed)matrix to identify the various levels
of involvement among key stakeholders. Clarity at the beginning of a project is crucial to success. Projects
with ambiguous objectives or justifications often fail because team members don't share a common
understanding of what is to be accomplished or why.To ensure clarity at the beginning of every project HCH
will use the following checklist:
✓ Has the purpose and outcome of project been defined?
✓ Are the project goals SMART?(Specific,Measurable,Achievable,Relevant,Time bound)
✓ Have all project resources and constraints been identified?
17 1 r .
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Enterprises, LLC
✓ Have we got the right team members?
✓ Have we got a plan for measuring success?
✓ Have we got a clean plan for regular communication with key stakeholders?
✓ Have we got a project proposal and project charter that memorializes the above items?
Phase II: Planning
HCH Project Manager will develop a schedule with milestones and a list of interim deliverables. Dates and
deliverables are described with sufficient detail to ensure that team members have the guidance they need to
achieve the project goals on time and on budget.
The planning phase will generate several critical work products:
1. Gantt Project Chart
Most projects have several interrelated moving parts. In some cases, one part of a project needs to be
completed before another can be started; in other cases,various activities can be conducted simultaneously.
The Gantt chart shows the start and end date of various actions and events that will occur during the project.
2. Risk Analysis Reports
Project risk needs to be analyzed;if a particular risk is significant(likely to occur or would severely impact the
project)it is often necessary to develop an alternate plan to respond.With every project HCH will conduct a
formal risk assessment summarized in a table that lists all foreseeable risks, an estimated probability of
occurrence, an estimate of potential impact,and an outline of mitigation actions to be taken.
3. Gap Analysis
Analysis will focus on what needs to be done to fill voids in an organization or system.The analysis is
essentially an inventory of current organizational or system attributes compared to a list of desired future
attributes.The difference between the current inventory and the future list is the'gap'that needs to be filled.
Depending on the complexity of the project and its goals,the gap analysis conducted by the HCH team will be
a detailed report or a brief description of what needs to be done to move the system from its current to the
desired future state.
4. SWOT Analysis
HCH uses the 'Strengths, Weaknesses, Opportunities, and Threats'analyses to work with the Client to set
expectations about what is possible and the resources necessary to achieve any particular outcome. HCH will
utilize the following checklist during the planning phase:
✓ Have all critical milestones been identified?
✓ Has a schedule for tasks and milestones,including time estimates and potential time buffers been provided to all
stakeholders?
✓ Have the contingency plans been conveyed to key stakeholders?
✓ Has the project communications plan been executed?
✓ Have all the pre-execution analysis reports been shared with key stakeholders?
✓ Has the execution phase kick-off meeting been scheduled?
Phase Ill: Execution
HCH will focus on two important elements in this phase:
1. Having a good plan,and
2. Being agile enough to adjust as conditions change.
The HCH project team will be focused on adhering to the plan developed in Phase II (Planning)and identifying
unanticipated conditions as soon as they arise.The HCH team will track performance against the planned project
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timeline and budget.The project manager ensures quality standards are met and will address unanticipated
circumstances.Adjustments to the project,schedule and plan are made and memorialized through internal change
requests or contractual change orders.
Phase IV: Monitoring and Measurement
HCH will conduct monitoring and measurement activities throughout all phases of the client's project. HCH treats
monitoring and measurement as a discrete phase of the process to ensure that it receives the attention necessary
to produce useful data and information about the ARPA projects and their impacts. HCH Project Manager will
consolidate and organize information collected during the project execution phase and compare what happened
to what was predicted during the planning phase. HCH project manager will report data collected for the purpose
of measuring administrative performance and project impact. Whenever possible, HCH will publish performance
and impact data as it is being collected using web-based dashboards to keep the Client and public informed about
project process whenever possible.
Phase V: Closeout
HCH will conclude project activities and deliver final work products, including reports, evaluations, contract
documentation and project administrative records.The HCH Project Team will schedule a project review meeting
with the client to describe the products being delivered and to address any outstanding issues based on the
following closeout checklist:
✓ Has the project closeout report been delivered to the client?
✓ Does the report provide an adequate summary of the project's accomplishments?
✓ Does the report summarize lessons learned for future project managers to reference?
✓ Has the project manager and project team members reviewed all administrative records related to the project?
✓ Have necessary amendments or notations been made to the records to ensure that they accurately reflect the
context and circumstances under which the record was created?
✓ Have all procurement records been reviewed for adequacy?
✓ Have all interim and final deliverables described in the contract and project plan been delivered to the client?
✓ Has the project review meeting been held?
✓ Has the client signed a project completion verification form?
Compliance and Reporting
HCH will develop and diligently follow analytical protocols to ensure the Clients' decisions and expenditures will
meet with federal approval under the State and Local Fiscal Recovery Fund (SLFRF)program Final Rule effective
April 1, 2022 and that SLFRF funds are completely obligated before December 31, 2024 with expenditure reports
submitted to the US Dept.of Treasury each year until all funds are disbursed (no later than December 2026).Grant
compliance shall start at the beginning of each project and continue throughout the grant life cycle:
Component 1—Planning for Compliance and Evaluation
Define the goals and objectives of the initiative
Develop a plan for performance measurement and tracking
Component 2—Writing for Compliance and Evaluation
Pursue the right grant funding sources
Find partners when appropriate
Component 3—Program Compliance and Status
Advise on compliance with all grant requirements,terms and rules
Develop and maintain database to document program activities
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Deliver monthly status report on grant obtainment activities
Pre-audit review and closeout
HCH ENTERPRISES CORP (CONTRACTOR): CLIENT:Wichita Falls,T s
By By
Signed::.,7f./4'1 ; Signed: 7.)/
Name: Henry C. Hodge Jr. Name: Darron Leer
Title: President/CEO Title: City Manager
Date:_Oct 21, 2022 Date: / 0/2 V/2Z,
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Wichita Falls HCH MASTER SERVICES AGRE
E M E N T-Final-09-22-22
Final Audit Report 2022-10-21
Created: 2022-10-21
By: Lauren Hurry(Ihurry@hchent.com)
Status: Signed
Transaction ID: CBJCHBCAABAAmV3-EYSe1o4Xg0An7zNtyCADFUHEphbs
"Wichita Falls HCH MASTER SERVICES AGREEMENT-Final-
09-22-22" History
f Document created by Lauren Hurry (lhurry@hchent.com)
2022-10-21 -2:59:09 PM GMT
C� Document emailed to Henry C. Hodge(hodge@hchent.com)for signature
2022-10-21 -3:01:25 PM GMT
�7 Email viewed by Henry C. Hodge (hodge@hchent.com)
2022-10-21 -3:08:22 PM GMT
'ya Document e-signed by Henry C. Hodge (hodge@hchent.com)
Signature Date:2022-10-21 -3:08:46 PM GMT-Time Source:server
0 Agreement completed.
2022-10-21 -3:08:46 PM GMT
g23 Adobe Acrobat Sign
10/20/22, 9:13 AM TDLR TABS-Architectural Barriers Project Registration Online
22-104-02
Architectural Barriers Project Registration Online Receipt
Your project has been successfully registered! However, this is only the registration of the construction project.
The building/facility owner is ultimately responsible for ensuring that the registration number, project details and
construction documents (in the instance that a design professional is not associated with the project) are mailed,
scanned, or hand delivered to the Registered Accessibility Specialist (RAS)for the required review and
inspection of the project.
Your project registration number is TABS2023003573.
Project Name
Multi-Purpose Events Center Renovation
Project Number
TABS2023003573
Receipt Number
452AB2032095004
Reference Number
2032095004
Receipt Date
10/20/2022
Fee Description
Project Registration Fee
Amount
$175.00
Billing Name
SHARLYNN KEYS
Address
512 KEYS ROAD
SUNSET TX 76270-6456
US
Phone Number
9408410747
Email
tbrewer@prs-sunset.reviews
Please print this page for your records. A reference e-mail has also been sent to the email provided above. If
you have any questions, please call TDLR at 1-877-278-0999.
Q Print this page
Return to Dashboard (/TABS/Home/Dashboard)
https://www.tdlr.texas.gov/TABS/Payment/TPESuccess?token=3caefed6-7e59-4151-b04f-08f93c759758 1/2
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
loft
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business.
2022-948948
HCH Enterprises,LLC
Warwick,RI United States Date Filed:
2 Name of governmental entity or state agency that Is a party to the contract for which the form is 10/26/2022
being filed.
City of Wichita Falls Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
RFP#06-22 ARPA Consulting
Consulting Services: Manage administration and implementation of programs and/or projects financed through the CLFRF
allocations of the American Rescue Plan Act of 2021.
q Nature of Interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
I I
l f
5 Check only if there is NO Interested Party. X
6 UNSWORN DECLARATION My name is f74-4.4<v "44.-e• , and my date of birth is l/Alga My address is q' DL0) iiivAke f;// /COX. , Celien._ , K1—, ( 8/c/ , CICs4,
(street) (city) (state) (zip code) (country)
t declare under penalty of perjury that the foregoing is true and correct.
Executed in A-C;4"7-- County, State of on the .1G day of OcT ,20
(month) (year)
Si atuiiDf authorig agerw t contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.d1b92728