April 24, 2017 REGULAR MEETING OF THE CITY COUNCIL OF THE
CITY OF NEDERLAND
4:30 p.m_ April 24, 2017
1. MEETING
The meeting was called to order at 4:30 p.m. by Mayor Nugent at the Nederland City
Office Building, 207 N. 12t" Street, Nederland, Texas. See attached for quorum.
The following statement was posted:
"F.1111125 I.IANT TO SECTION 30.07, PENAL CODE cTRESPASS BY LICENSE HOLDER
WITH AN OPENLY CARRIED HANDGUN), A PERSON LICENSED UNDER
SUBCHAPTER H, CHAPTER 411, GOVERNMENT CODE cHANDGIJN LICENSING
LAW), MAY NOT ENTER THIS PROPERTY WITH A HANDGUN THAT IS CARRIED
OPENLY_"
2_ INVOCATION AND PLEDGE OF ALLEGIANCE
The invocation and the Pledge of Allegiance were led by Chris Duque, City Manager.
3. CONSENT AGENDA - All consent agenda items listed are considered to be routine by
the City Council and will be enacted by one motion. There will be no separate
discussion of these items unless a councilmember so requests, in which event the item
will be removed from the Consent Agenda and considered separately.
A motion was made by Councilmember Belaire and seconded by Councilmember Austin
to approve the Consent Agenda Items a-e as presented. MOTION CARRIED_
Ayes: Mayor Nugent, Councilmen-viziers Austin, Neal, and Belaire.
Noes: None.
Absaa1b. Mayor Pro Tem Albanese.
a. Minutes — April 10, 2017 regular meeting
b. March 2017 Departmental Reports
c. Tax Assessor Collection Report
b. Consider a request from Brian English to utilize the Nederland Recreation Center
for a summer basketball league_
e. Payments:
• Action Civil Engineers, PLLC - $115,000, Nederland Avenue Drainage Study
• Schaumburg B. Polk, Inc. - $6,020, Nederland Avenue Hot Mix Overlay project
4. REGULAR AGENDA
a. A motion was made by Councilmember Neal and seconded by Councilmember
Austin to accept the quarterly Hotel Occupancy Tax Fund financial reports from the
Nederland Chamber of Commerce and the Nederland Historical Society. MOTION
CARRIED_
Minutes Continued, April 24, 2017
Ayes: Mayor Nugent, Councilmembers Austin, Neal, and Belaire.
Noes: None.
Absent: Mayor Pro Tern Albanese.
b. Recognition of retiree: Steve Hamilton, Public Works Director/City Engineer. The
meeting was recessed between 4:35 and 4:45 to allow for cake and congratulations
to Mr. Hamilton.
c. A motion was made by Councilmember Austin and seconded by Councilmember
Neal to amend Ordinance 164, setting the calendar for regular City Council
meetings from May 2017 through April 2018. MOTION CARRIED.
Ayes: Mayor Nugent, Councilmembers Austin, Neal, and Belaire.
Noes: None.
Absent: Mayor Pro Tern Albanese.
d. A motion was made by Councilmember Austin and seconded by Councilmember
Neal to approve Ordinance No. 2017-09, suspending the rates proposed by
CenterPoint Energy Resources Corp. dba CenterPoint Energy Entex and CenterPoint
Energy Texas Gas Company's Gas Reliability Infrastructure Program filing made on
March 30, 2017. MOTION CARRIED.
Ayes: Mayor Nugent, Councilmembers Austin, Neal, and Belaire.
Noes: None.
Absent: Mayor Pro Tern Albanese.
e. A motion was made by Councilmember Neal and seconded by Councilmember
Austin to approve Standard Operating Procedure, SOP 17.01, Relocation
Allowance. MOTION CARRIED.
Ayes: Mayor Nugent, Councilmembers Austin, Neal, and Belaire.
Noes: None.
Absent: Mayor Pro Tern Albanese.
f. A motion was made by Councilmember Austin and seconded by Councilmember
Neal to approve Ordinance No. 2017-10, amending the Fiscal Year 2016-2017
budget. MOTION CARRIED.
Ayes: Mayor Nugent, Councilmembers Austin, Neal, Belaire, and Belaire.
Noes: None.
Absent: Mayor Pro Tern Albanese.
g. A motion was made by Councilmember Neal and seconded by Councilmember
Austin to approve the purchase of LED lighting upgrades at the Homer E. Nagel
Public Safety Complex in the amount of $36,180.00. MOTION CARRIED.
Ayes: Mayor Nugent, Councilmembers Austin, Neal, and Belaire.
Noes: None.
Absent: Mayor Pro Tern Albanese.
h. A motion was made by Councilmember Belaire and seconded by Councilmember
Austin to award a bid for the Holmes Road Reconstruction - Chemical Treatment
for base repairs to Gulf Coast Oldcastle in the amount of $170,392.00. MOTION
CARRIED.
Ayes: Mayor Nugent, Councilmembers Austin, Neal, and Belaire.
Noes: None.
Absent: Mayor Pro Tern Albanese.
Minutes Continued, April 24, 2017
i. A motion was made by Councilmember Belaire and seconded by Councilmember
Neal to approve the purchase of Lignin Polymer/Sulfuric Acid chemical for Homes
Road Reconstruction from Straight Path Roadways, LLC in the amount of
$46,950.00. MOTION CARRIED.
Ayes: Mayor Nugent, Councilmembers Austin, Neal, and Belaire.
Noes: None.
Absent: Mayor Pro Tern Albanese.
j. A motion was made by Councilmember Austin and seconded by Councilmember
Neal to approve a letter of understanding for water service with Phillips 66.
MOTION CARRIED.
Ayes: Mayor Nugent, Councilmembers Austin, Neal, and Belaire.
Noes: None.
Absent: Mayor Pro Tern Albanese.
k. A motion was made by Councilmember Neal and seconded by Councilmember
Austin to approve a master interlocal purchasing agreement with the North Central
Texas Council of Governments. MOTION CARRIED.
Ayes: Mayor Nugent, Councilmembers Austin, Neal, and Belaire.
Noes: None.
Absent: Mayor Pro Tern Albanese.
I. A motion was made by Councilmember Austin and seconded by Councilmember
Neal to approve a master agreement, engagement letter and business associate
agreement with Gabriel, Roeder, Smith & Company for a Governmental Account
Standards Board Statement 45 actuarial study. MOTION CARRIED.
Ayes: Mayor Nugent, Councilmembers Austin, Neal, and Belaire.
Noes: None.
Absent: Mayor Pro Tem Albanese.
m. Rick Bourque, Schaumburg & Polk, Inc., reported not much has changed from the
preliminary report which was given last council meeting. He said some things had
been fine-tuned but the estimated project cost remains at $10.25 million for the
rehabilitation of concrete wastewater sewer lines identified as level 4 & 5
determined by deterioration.
Chris Duque, City Manager, stated this project would qualify for financing under
Certificates of Obligation due to the fact this is a public health risk.
n. Employee Group Benefits:
i. The regular meeting was recessed at 5:32 by Mayor Nugent for the purpose of
conducting a City of Nederland Employees Benefits Trust meeting to award bids for
employee group benefits.
ii. The regular meeting was reconvened at 6:06 by Mayor Nugent.
iii. A motion was made by Councilmember Neal and seconded by Councilmember
Austin to authorize the transfer of funds from the City of Nederland to the City of
Nederland Employee Benefits Trust to pay for employee-related benefits. MOTION
CARRIED.
Ayes: Mayor Nugent, Councilmembers Austin, Neal, and Belaire.
Noes: None.
Absent: Mayor Pro Tern Albanese.
r
Minutes Continued, April 24, 2017
5. EXECUTIVE SESSION
Mayor Nugent announced the executive session was not needed.
6. COMMUNICATION:
City Manager's Report:
a. Miscellaneous
• Construction Project Update: No update was given.
• Relay for Life - Saturday, April 29th on Boston Avenue
• National Day of Prayer, Thursday, May 4th at City Hall
• Mother of the Year - May 11th at 5:00 p.m. at City Hall
7. ADJOURN
There being no further business a motion was made by Mayor Nugent and
seconded by Councilmember Austin to adjourn the meeting at 6:08 p.m. MOTION
CARRIED.
Ayes: Mayor Nugent, Councilmembers Austin, Neal, and Belaire.
Noes: None.
Absent: Mayor Pro Tern Albanese.
E�F
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.VA R. A. Nugent, ay
City of Nederland exas
G�'O F -E`c�,
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G. Ferguson, �i y erk
City of Neder and, Texas
ri►
CITY OF NEDERLAND
COUNCIL MEETING ATTENDANCE SHEET
NAME TITLE PRESENT ABSENT
R.A. Nugent Mayor V
Talmadge Austin Council Member—Ward I
Billy Neal Council Member—Ward II V
Don Albanese
Council Member—Ward III v
Craig Belaire Council Member—Ward IV V
Chris Duque City Manager v
V
Gay Ferguson City Clerk 1
Jesse Branick City Attorney
Cheryl Dowden Director of Finance
1 ,
Darrell Bush Police Chief `�
Gary Collins Fire Chief
V
Steve Hamilton Director of Public Works
g
Buildin Official `/
George Wheeler `
Victoria Klehn /Librarian �"
Holly Guidry Human Resources Director 1 /
Joni Underwood Executive Secretary V
Angela Fanette Parks Director
hi'
R. '. Nugen , 'ajr V
1L1� I,itit ,: i/411_
ay Ferg ron, Crle i
April 24, 2017
Date
4��gON C• �G
ALLISON NATHAN GETZ ti/•:,• �1� • -� TERRY WUENSCHEL
TAX ASSESSOR-COLLECTOR " ,' CHIEF DEPUTY
TEX A
STATE OF TEXAS
COUNTY OF JEFFERSON
I, Allison Nathan Getz, P.C.C., the Tax Assessor-Collector of Jefferson County, Texas and
also,by contract or statute, the Tax Assessor-Collector for CITY OF NEDERLAND, affirm,under
oath, that this amount $165,925.61, represents all taxes collected for CITY OF NEDERLAND
during the month of March 2017.
Allison Nathan Getz,P.C.C.
JEFFERSON COUNTY COURTHOUSE•P.O.BOX 2112•BEAUMONT,TEXAS 77704-2112
PHONE: (409)835-8516 • FAX: (409)835-8589
AN AMENDMENT TO ORDINANCE NO. 164
AN ORDINANCE SETTING REGULAR DATES FOR
COUNCIL MEETINGS TO BE HELD FROM MAY 15,
2017 THROUGH APRIL 23,2018.
NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF NEDERLAND,TEXAS:
THAT the following dates will be and are hereby regular meeting dates for
the meetings of the City Council of the City of Nederland,Texas. All of the below
regular meeting shall begin at 4:30 p.m.on each of the following dates:
May 15 and 22,2017
June 12 and 26, 2017
July 10 and 24,2017
August 14 and 28,2017
September 11 and 25,2017
October 9 and 16, 2017
November 13 and 20,2017
December 11 and 18, 2017
January 8 and 22,2018
February 12 and 26,2018
March 12 and 26, 2018
April 9 and 23,2018
ANY AND ALL ordinances of the City of Nederland, Texas which conflict
with any provisions of this amendment are hereby expressly repealed.
PASSED AND APPROVED by the City Council at a regular meeting this
24th day of April,2017.
R.A. Nug nt, ayor
City of Nederl nd,Texas
ATTEST:
p
ZFergu n, C�ty Clerk
City of Nederland,Texas
APPROVED AS TO FORM AND LEGALITY:
Olt‘d•L
Jes-- Brani, , ity Attorney
Ci of Ne. -rland,Texas
ORDINANCE NO.2017-09
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
NEDERLAND, TEXAS SUSPENDING THE RATES PROPOSED BY
CENTERPOINT ENERGY RESOURCES CORP., d/b/a
CENTERPOINT ENERGY ENTEX AND CENTERPOINT ENERGY
TEXAS GAS ("CENTERPOINT" OR "COMPANY") COMPANY'S
GAS RELIABILITY INFRASTRUCTURE PROGRAM("GRIP")FILING
MADE WITH THE CITY ON MARCH 30,2017;FINDING THAT THE
MEETING COMPLIES WITH THE OPEN MEETINGS ACT;MAKING
OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT,
AND DECLARING AN EFFECTIVE DATE
WHEREAS, on or about March 30, 2017, CenterPoint Energy Resources Corp.,
d/b/a CenterPoint Energy Entex and CenterPoint Energy Texas Gas ("CenterPoint" or
"Company")filed an Annual GRIP adjustment for the Beaumont/East Texas Service Area
with the City of Nederland ("City") to increase gas rates in the Beaumont/East Texas
Service Area pursuant to Gas Utility Regulatory Act, TEX. UTIL. CODE ("Gas Utility
Regulatory Act")§104.301;and
WHEREAS,the Company proposed an effective date of May 29,2017,for the rate
increase;and
WHEREAS, City has exclusive original jurisdiction over the rates, operations and
services of a gas utility in areas in the municipality pursuant to Gas Utility Regulatory Act
§103.001;and
WHEREAS,Gas Utility Regulatory Act§104.301 requires a streamlined process for
the recovery of the costs of incremental investment by a gas utility;and
WHEREAS, the City's reasonable cost for regulatory expenses in ratemaking
proceedings shall be reimbursed by the gas utility under Gas Utility Regulatory Act §
103.022;and
WHEREAS,the City will join with other municipalities in a steering committee in
order to coordinate the hiring and direction of counsel and/or consultants working on
behalf of the steering committee and the City;and
WHEREAS,the City finds the need to suspend the effective date of CenterPoint's
proposed rate increase for 45 days beyond the Company's proposed effective date until
July 31, 2017 in order to review the Company's filing for compliance with Gas Utility
Regulatory Act§104.301;and
WHEREAS,the City's review of CenterPoint's GRIP filing is limited to a ministerial
review of the filing for compliance with the statute;and
WHEREAS,the reasonableness of the Company's investment will be reviewed in
CenterPoint's subsequent base rate case where all costs included in CenterPoint's GRIP
filing will be subject to refund.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
NEDERLAND,TEXAS,THAT:
Section 1. The statement and findings set out in the preamble to this
ordinance are hereby in all things approved and adopted.
Section 2. The effective date of the Company's proposed GRIP rate increase,
and the proposed tariffs related thereto, are hereby suspended
until July 31,2017.
Section 3. To the extent the City finds that the rates proposed by
CenterPoint's filing comply with Gas Utility Regulatory Act §
104.301,then the rates will become effective by operation of law
on July 13,2017.
Section 4. The City is authorized to join with other municipalities as part of
the Beaumont/East Texas Steering Committee with the
understanding that the Steering Committee will provide direction
and guidance to the lawyers who are representing said
municipalities.
Section 5. The City employs the Lawton Law Firm, P.C.to represent the City
with regard to the proposed rate increase of CenterPoint before
local and state regulatory authorities and any court of law and
authorizes counsel to employ such rate experts as are
recommended by the Steering Committee.
Section 6. The Steering Committee shall review the invoices of the lawyers
and/or rate experts for reasonableness before submitting the
invoices to CenterPoint for reimbursement.
Section 7. CenterPoint shall reimburse the City, through the designated
representative of the Steering Committee,for the reasonable costs
of attorneys and consultant fees and expenses related thereto,
upon the presentation of invoices reviewed by the Steering
Committee.
Section 8. The meeting at which the ordinance was approved was in all things
conducted in strict compliance with the Texas Open Meetings Act,
Texas Government Code,Chapter 551.
Section 9. This Ordinance shall become effective from and after its passage.
PASSED AND APPROVED this 24TH day of APRIL,2017.
R.A.Nugen( ayor
City of Ned-rland,Texas
ATTEST:
i . . i///t.11"
ay Fergus.11,City Clerk
City of Nederland,
APPROVED AS TO FORM AND LEGALITY:
•
A
Jes - Brani ity Attorney
Cit of Ne•-rland,Texas
41111.
THE LAWTON LAW FIRM, P.C.
12600 Hill Country Blvd.,Suite R-275•Austin,Texas 78738.512/322-0019•Fax:512/329-2604
April 5,2017
Via E-Mail
Mr. Richard Ferguson Mr. Tyrone Cooper
City Attorney—City of Anahuac City Attorney—City of Beaumont
City Attorney—City of Sour Lake P.O. Box 3827
13201 Northwest Freeway, Suite 300 Beaumont,Texas 77704
Houston,Texas 77040
Mr. Kyle Hayes Mr. Paul Fukuda
City Manager—City of Beaumont City Attorney—Bridge City
P.O. Box 3827 260 Rachal
Beaumont,Texas 77704 Post Office Box 846
Bridge City,Texas 77611
Ms. Kelly McDonald Mr. David Olson
City Manager—City of Cleveland City Attorney—City of Cleveland
907 E. Houston Wortham Tower, Suite 600
Cleveland,Texas 77327 2727 Allen Parkway
Houston,Texas 77019
Ms.Angela Smith Mr. Matt Benoit
City Secretary—City of Cleveland City Manager—City of Huntsville
907 E.Houston 1212 Ave. M
Cleveland,Texas 77327 Huntsville,Texas 77340
Mr. Leonard Schneider Mr. Gary Broz
City Attorney—City of Huntsville City Manager—City of Liberty
Liles Parker,PLLC 1829 Sam Houston
800 Rockmead Dr., Ste 165 Liberty,Texas 77575
3 Kingwood Place
Kingwood,TX 77339
Mr. Jesse Branick Mr. Christopher Duque
City Attorney—City of Nederland City Manager—City of Nederland
221 Hwy. 69 South, Suite 100(office) P.O. Box 967
Nederland, Texas 77627 Nederland,Texas 77627
1
Mr. Shawn Oubre Mr. Rodney Price
City Manager—City of Orange City Attorney—City of Pine Forest
803 W. Green Avenue,Room 201 P.O. Box 310
Orange,Texas 77630 Vidor,Texas 77670
Mr. Harry Wright Ms. DeeAnn Zimmerman
City Attorney—City of Silsbee City Manager—City of Silsbee
PO Box 186 105 South 3rd Street
Port Neches, Texas 77651 Silsbee,Texas 77656
Mr. Jack Provost
City Manager—City of Sour Lake
625 Hwy 105 W
Sour Lake,Texas 77659
Re: CenterPoint Energy 2017 Annual GRIP Adjustment for the Beaumont/East
Texas Division
Dear Cities:
On March 30, 2017, CenterPoint Energy Resources Corp., d/b/a CenterPoint Energy
Entex and CenterPoint Energy Texas Gas ("CenterPoint" or"Company") filed a Gas Reliability
Infrastructure Program ("GRIP") adjustment factor with each of your communities in the
Beaumont/East Texas Division of the Company. The Company is authorized to make annual
GRIP rate change requests pursuant to Texas law passed in 2003, Gas Utility Regulatory Act,
TEX. UTIL. CODE § 104.301 ("GRIP Statute") also see Section 7.7101 of the Railroad
Commission of Texas ("Commission") Gas Services Division Rules. The GRIP Statute
authorizes gas utility companies to request annual rate increases associated with year-to-year
changes in incremental investment. The changes in investment are not subject to reasonableness
review in the GRIP filing. Instead all amounts collected under a GRIP filing are considered
interim rates subject to review and refund in the Company's next base rate proceeding.
In this case the Company has determined that CenterPoint's capital investment in the
Beaumont/East Texas Service Area has increased by $33,602,414 during calendar year 2016.
The carrying cost on this incremental GRIP investment results in the following average monthly
customer bill impact for each affected customer class:
Customer Impact Summary
CUSTOMER CLASS MONTHLY BILL INCREASE
RESIDENTIAL $1.54
GENERAL SERVICE SMALL $2.47
GENERAL SERVICE LARGE $12.05
2
The GRIP Statute provides that the proposed GRIP rate surcharge will become effective
60 days from the date of the Company's filing or May 29, 2017, unless suspended by the Cities.
Cities may suspend the GRIP rate increase for an additional 45 days beyond the Company's
proposed effective date of May 29, 2017 while reviewing the GRIP application. Attached to this
letter is a Rate Ordinance for your consideration. This Rate Ordinance will suspend the GRIP
rate effective date until July 13, 2017. Please remember if your City wishes to suspend the
proposed rates you must take action by passing the attached Rate Ordinance prior to May
29,2017. Otherwise the Company's requested rates will go into effect on May 29, 2017.
The review process of a GRIP filing is generally a ministerial review limited to ensuring
that the GRIP filing complies with the GRIP Statute. See Atmos Energy Corp. v. Cities of Allen,
353 S.W. 3d 156 (Tex. 2011).
During the suspension period any issues related to whether the GRIP filing comports with
the GRIP filing rules can be reviewed so that Cities may make a final decision on this GRIP
proposal. Please send a completed copy of the final Rate Ordinance to me either by mail or
email.We expect to provide each City a Final Rate Ordinance by June 1, 2017 so that final
GRIP rates for 2017 may be approved,modified,or rejected by the July 13,2017 deadline.
If there are any questions or concerns,please do not hesitate to call.
Sincerely,
itAJ
Daniel J. Lawton
•
3
ORDINANCE NO.2017-10
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
NEDERLAND,TEXAS AMENDING THE FISCAL YEAR 2016-
2017 BUDGET IN ACCORDANCE WITH THE BUDGET AND
THE CHARTER OF THE CITY OF NEDERLAND.
WHEREAS,the City Council previously approved Ordinance No.2016-20,which adopted
the Fiscal Year 2016-2017 City Budget;and,
WHEREAS, the City Council deems it necessary to amend the current budget to adjust
revenues and expenditures as set out in Attachment"A"attached hereto;and,
WHEREAS,the 2016-2017 City budget states"That any unencumbered funds remaining
on hand at the end of the fiscal year ending September 30, 2017 shall be construed with and
classified with Miscellaneous revenue anticipated during the fiscal year beginning October 1,
2016 and ending September 30,2017,and such funds are hereby appropriated as a City Council
Contingency Account for purposes approved by the City Council;and,
NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NEDERLAND,
TEXAS:
THAT the budget for the fiscal year 2016-2017 is amended to allow for adjustments in
revenues and expenditures as set out in Attachment"A."
THAT all ordinances and parts of ordinances in conflict herewith are expressly repealed.
THAT the City Clerk shall file a true copy of this ordinance and said budget amendment
with the Office of County Clerk of Jefferson County,Texas as provided by Section 102.011 of the
Local Government Code.
THAT,this being an ordinance not requiring publication,it shall take effect and be in force
from and after its passage.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF NEDERLAND AT A
REGULAR MEETING THIS THE 24th DAY OF APRIL,2017.
4.4
R.A.Nugent, r-yor
City of Nederl:nd,Texas
ATTEST:
OA
,s4 . - 41
G.y Fergus ,City Clerk S
APPROVED AS TO FORM AND LEGALITY:
Jes e Brani testy Attorney
1
•
CITY OF NEDERLAND
BUDGET AMENDMENT REQUEST
FISCAL YEAR: 2016-2017
DATE: April 24, 2017
DEPARTMENT: Various
FUND: General (01)
AMOUNT
CURRENT INCREASE PROPOSED
ACCOUNT NO. ACCOUNT TITLE BUDGET (DECREASE) BUDGET
01-0000-4120 Industrial In Lieu of Taxes 1,625,000 36,180 1,661,180
01-2100-6350 Bldg/Structure Improvements 6,000 36,180 42,180
TOTAL 1,631,000 72,360 1,703,360
JUSTIFICATION
Funds are allocated to fund LED lighting upgrades at the Homer E. Nagel Public Safety Complex.
Dept. Head Signature: Date:
Finance Director: Date:
Date Approved: Date Posted:
Page of
Mr.Steve Hamilton, P.E.
Public Works Director
1903 Atlanta
Nederland,TX 77627
RE: Letter of Understanding for Water Service
City of Nederland/Phillips 66 Pipeline Company
Mr.Hamilton:
The City of Nederland will use its best efforts to furnish water to the Phillips 66 Beaumont Terminal as
set forth within. The purpose of this letter of understanding is to allow the Texas Commission on
Environmental Quality(TCEQ)to properly evaluate the drinking water production,storage,service pump
and pressure maintenance capacity of the above referenced facility.
Under this letter of understanding,the City will use its best efforts to furnish water,at the point of
delivery which is defined as the metering point between the City and the Terminal,to meet the
following minimum requirements:
1. A minimum capacity of 24 gallons/person/day plus 15%. Based on 250 employees at the
Terminal,the minimum capacity is 6,900 gallons per day or 4.79 gallons per minute.
2. A maximum capacity of 65,000 gallons per day,or 90 gallons per minute.
3. The City of Nederland will furnish a continuous supply of water to the Point of Delivery based on
the same conditions as other Nederland water customers,contingent on the ability to purchase
raw water from the Lower Neches Valley Authority and on Nederland's ability to properly treat
and distribute water.
4. In the event that Nederland imposes water conservation measures for its customers,the Phillips
66 Beaumont Terminal shall follow such drought restriction measures in a similar manner.
If you have any questions,contact me at(409)724-3321.
Sincerely,
Mr.Jim Brumley
Terminal Superintendent
Beaumont Terminal
Phillips 66 Pipeline Company
Signature.g �� __mega Agreed to on date: 41/,,/2c17
off
Mr.Steve Hamilton,P.E.
Public Works Director
1903 Atlanta
Nederland,TX 77627
Signature: / Agreed to on date: 1 I )4( /0!I
r
North Texas For NCTCOG Use Only
SINIARE ILA No:
Your Public Sector Solutions Center
MASTER INTERLOCAL PURCHASING AGREEMENT
THIS MASTER INTERLOCAL AGREEMENT ("ILA"), made and entered into pursuant to the Texas
Interlocal Cooperation Act,Chapter 791,Texas Government Code(the"Act"),by and between the North Central
Texas Council of Governments, hereinafter referred to as "NCTCOG," having its principal place of business at
616 Six Flags Drive, Arlington, TX 76011, and the City of Nederland,Texas , a
local government, a state agency, or a non-profit corporation created and operated to provide one or more
governmental functions and services,hereinafter referred to as"Participant,"having its principal place of business
at 207 N 12th Street,Nederland,Texas 77627
WHEREAS, NCTCOG is a regional planning commission and political subdivision of the State of Texas
operating under Chapter 391,Texas Local Government Code;and
WHEREAS, pursuant to the Act, NCTCOG is authorized to contract with eligible entities to perform
governmental functions and services, including the purchase of goods and services; and
WHEREAS, in reliance on such authority, NCTCOG has instituted a cooperative purchasing program under
which it contracts with eligible entities under the Act; and
WHEREAS, Participant has represented that it is an eligible entity under the Act, that it is authorized to enter
into this Agreement on April 24,2017 (Date), and that it desires to contract with NCTCOG on the
terms set forth below;
NOW,THEREFORE,NCTCOG and the Participant do hereby agree as follows:
ARTICLE 1: LEGAL AUTHORITY
The Participant represents and warrants to NCTCOG that(1) it is eligible to contract with NCTCOG under the
Act for the purposes recited herein because it is one of the following: a local government, as defined in the Act
(a county,a municipality, a special district, or other political subdivision of the State of Texas or any other state,
or a combination of two or more of those entities, a state agency (an agency of the State of Texas as defined in
Section 771.002 of the Texas Government Code,or a similar agency of another state),or a non-profit corporation
created and operated to provide one or more governmental functions and services, and (2) it possesses adequate
legal authority to enter into this Agreement.
ARTICLE 2: SCOPE OF SERVICES
The Participant appoints NCTCOG its true and lawful purchasing agent for the purchase of certain products and
services ("Products" or "Services") through the North Texas SHARE program. Participant will access the
Program through www.NorthTexasSHARE.org. All purchases under this Agreement shall comply with
applicable Texas competitive bidding statutes as well as the specifications,contract terms and pricing applicable
to such purchases. NCTCOG may also serve as a coordinating agent to administer the use of eligible Participant
contracts to other participants of North Texas SHARE. The eligibility of such contracts will be determined by
incorporation of coordinating agent authorization in Participant's solicitation documents. Title to all products
purchased under the North Texas SHARE program shall be held by Participant unless otherwise agreed.Nothing
in this Agreement shall preclude the Participant from purchasing Products and/or Services offered in the North
Texas SHARE program directly from the vendor/supplier.
North Texas For NCTCOG Use Only
ILA No:
Your Public Sector Solutions Center
ARTICLE 3: PAYMENTS
Upon delivery of goods or services purchased and presentation of a properly documented invoice,the Participant
shall promptly,and in any case within thirty(30)days,pay the contracted provider the full amount of the invoice.
All payments for goods or services will be made from current revenues available to the paying party.In no event
shall NCTCOG have any financial liability to the Participant for any goods or services Participant purchases
through the North Texas SHARE program.
ARTICLE 4: PERFORMANCE PERIOD
This Agreement shall be effective when signed by the last party whose signing makes the Agreement fully
executed and will remain in full force and effect for one(1) year. This Agreement shall automatically renew for
successive one-year terms unless sooner terminated in accordance with Article 6 below. Any modification of this
Agreement must comply with the requirements of Article 5 below.
ARTICLE 5: CHANGES AND AMENDMENTS
This Agreement may be amended only by a written amendment executed by both parties, except that any
alternations, additions, or deletions to the terms of this Agreement which are required by changes in Federal and
State law or regulations are automatically incorporated into this Agreement without written amendment hereto
and shall become effective on the date designated by such law or regulation. NCTCOG reserves the right from
time to time to make changes in the scope of products and services offered through the North Texas SHARE
program.
ARTICLE 6: TERMINATION PROCEDURES
NCTCOG or the Participant may cancel this Agreement for any reason and at any time upon thirty (30) days
written notice by certified mail to the other party to this Agreement. The obligation of the Participant to pay for
any Service and/or Products purchased under this Agreement,shall survive such cancellation,as well as any other
Participant costs incurred prior to the effective date of the cancellation.
ARTICLE 7: APPLICABLE LAWS
NCTCOG and the Participant agree to conduct all activities under this Agreement in accordance with all
applicable rules,regulations,and ordinances and laws in effect or promulgated during the term of this Agreement.
ARTICLE 8: DISPUTE RESOLUTION
The parties to this Agreement agree to the extent possible and not in contravention of any applicable state or
federal law or procedure established for dispute resolution, to attempt to resolve any dispute between them
regarding this Agreement informally through voluntary mediation,arbitration or any other local dispute mediation
process before resorting to litigation.
ARTICLE 9: MISCELLANEOUS
a. This Agreement has been made under and shall be governed by the laws of the State of Texas.Venue and
jurisdiction of any suit or cause of action arising under, or in connection with, this Agreement shall lie
exclusively in Tarrant County,Texas.
b. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of
their respective entities.
c. This Agreement and the rights and obligations contained herein may not be assigned by either party
without the prior written approval of the other party to this Agreement.
•
North Texas
For NCTCOG Use Only
SHARE ILA No:
Your Public Sector Solutions Center
d. All parties agree that should any provision of this Agreement be determined to be invalid
or unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
e. To the extent that either party to this Agreement shall be wholly or partially prevented from the
performance within the term specified of any obligation or duty placed on such party by reason of or
through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court,
act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or
nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended
until such disability to perform is removed; provided, however, force majeure shall not excuse an
obligation solely to pay funds.
f. This Agreement and any attachments/addendums, as provided herein, constitute the complete agreement
between the parties hereto, and supersede any and all oral and written agreements between the parties
relating to matters herein.
THIS INSTRUMENT HAS BEEN EXECUTED IN TWO ORIGINALS BY THE PARTIES HERETO AS
FOLLOWS:
North Central Texas Council of Governments City of Nederland, Texas
North Texas SHARE Name of Participant Agency
616 Six Flags Drive,Arlington,Texas 76011
P. O. Box 967
NCTCOG Executive Director or Designee Mailing Address
Nederland, Texas 77627
Signature of Executive Director or Designee City State Zip
lk.'
• Date Name and Title of A orized Official or Designee
,atur t
Sign
h\ aq 1 D-611
DaPel)
Gabriel Roeder Smith&Company 5605 N.MacArthur Blvd. 469.524.0000 phone
GRS Consultants&Actuaries Suite 870Irving,TX 75038-2631 469.524.0003 fax
www.gabrielroeder.com
March 14,2017
Ms.Cheryl Dowden
Director of Finance
City of Nederland
P.O.Box 967
Nederland,TX 77627
Re: Engagement Letter for GASB OPEB Valuation for City of Nederland
Dear Ms.Dowden,
You have requested a pricing quote for a GASB 45 actuarial valuation under the Shared Services
arrangement provided by Gabriel,Roeder, Smith&Co(GRS)and North Central Texas Council of
Governments(NCTCOG).
Based on the information you provided,the estimated cost of services for City of Nederland is$4,735.The
total fee including the$125 NCTCOG administration fee will equal$4,860.This price is based on receiving
data in the standard GRS format and using the following assumptions:
Number of Participants 100- 199
Claims Analysis Required No
Retirement Plans 1.TMRS
Health Plans 1.City of Nederland Health Plan
Annual,Biennial,or Triennial Annual
Pricing Discount Not Eligible
Additional fees may also apply if the data is not received in the requested GRS data format.
If other assumptions are identified, a revised proposal letter will be prepared by GRS.
Basic Services
Basic services provided through the Shared Services program will include:
• Actuarial valuation of employer OPEB in compliance with the requirements of paragraphs
11-27 of GASB 45.Valuations can be performed annually or biennially and will include:
> A measurement of the actuarial liability,present value of projected benefits and
normal cost as of the valuation date
Ms. Cheryl Dowden
March 14,2017
Page 2
> The estimated actuarially determined contribution for the applicable fiscal years
> The estimated annual required contribution and accounting expense for the
applicable fiscal years as required under GASB Statement Nos.43 and 45
> Information needed to complete the"Notes to the Financial Statement"and
"Required Supplementary Information"as defined in paragraphs 30 and 31 of GASB
No.43
> Information needed to complete the"Notes to the Financial Statement"and
"Required Supplementary Information" as defined in paragraphs 24,25 and 26 of
GASB No.45
> Sensitivity analysis for health care trend rates,providing valuation results based on a
higher and a lower health care trend
> A hypothetical set of actuarial results using an alternative discount rate based on
pre-funding
• Two in person or conference call meetings as mutually agreed upon by City of Nederland and GRS.
Out of pocket travel expenses for governments located 100 miles or more from DFW Airport will be
charged to the government.
Billing Schedule
GRS pricing assumes 20%paid upon acceptance by the government of the engagement, 50%upon
receipt of the draft report and 30%upon acceptance of the final report.
The GRS prices discussed above will be adjusted annually in January based on changes in the
Consumer Price Index,All Urban Consumers,on a December over December basis.
GRS billing will also include an administrative fee of$125 per valuation cycle payable to the
NCTCOG.
Gabriel Roeder Smith&Company
Ms.Cheryl Dowden
March 14,2017
Page 3
Options Study
It is anticipated that City of Nederland may want to consider what the options are for mitigating their
OPEB liability.These Options studies would include alternative discount rates,alternative healthcare
trend rates,benefit capitations,and changes in retiree cost sharing.The cost for a basic Options study
will be$1,265 per study.
More complicated studies may not be covered under the fixed fee amount above.If a study is not
included in the fixed fee pricing,the hourly rates shown in"Additional Services" below will apply
or fixed fee amounts will be negotiated.GRS will provide written documentation of our
understanding of the service(s)requested,the estimated number of hours by employee class,total
costs and project timeline.
Additional Services
Fees for additional consulting services not included under Basic Services or included in the fixed
fee Options studies will be priced separately upon request and will be based on the following hourly
rates:
Hourly
GRS Resource Classification Rates
Senior Consultants $425
Consultants $330
Senior Analysts $215
Actuarial Analysts $185
Systems Analysts and Programmers $245
Administrative Support Staff $135
A copy of this engagement letter will be made a part of the master agreement between City of
Nederland and GRS.
If you have any questions or need additional information please don't hesitate to email us at
sharedservices.NCTCOG@gabrielroeder.com or call either Mehdi Riazi at 469-524-1343 or Blake
Orth at 469-524-1817.
Thank you for your interest in the Shared Services program.
Gabriel Roeder Smith& Company
Gabriel Roeder Smith& Company 5605 N.MacArthur Blvd. 469.524.0000 phone
GPS Consultants&Actuaries Suite 870 469.524.0003 fax
Irving,TX 75038-2631 wwwgabrielroedercom
MASTER AGREEMENT
Pursuant to the award of Joint Actuarial Services by the North Central Texas Council of
Governments(NCTCOG),this agreement confirms the terms under which the
The City of Nederland, Texas (name of
government)hereinafter referred to as `CONTRACTING GOVERNMENT"has engaged
Gabriel, Roeder, Smith & Co. hereinafter referred to as "GRS" to perform actuarial
consulting services. In as much as this relationship will involve several actuarial reviews
and other services that will be governed by the Request for Proposal issued by NCTCOG
on May 31, 2006 and our subsequent response to that proposal, we have agreed to
establish this "master agreement" defining the general terms and conditions for all work
performed.
This agreement will not, by itself, authorize the performance of any services. Rather
specific services will be authorized through a separate engagement letter that references
this master agreement and details the services to be provided and the timeframe and fees
required. In the event of an inconsistency between this master agreement and an
individual engagement letter,the master agreement will be followed.
As described in the above referenced Request for Proposal the following terms apply:
A. Tax Exempt Entities. CONTRACTING GOVERNMENT is exempt from
manufacturer's federal excise tax and states sales tax. Tax exemption certificates
will be issued upon request.
B. Role of NCTCOG. NCTCOG has served as a facilitator to the RFP and award
process but the contractual relationship is between GRS and the CONTRACTING
GOVERNMENT.
C. Aggregate Information. GRS agrees to supply NCTCOG with the specified
results from the valuations and to aggregate that information with that of other
governments for the purpose of benchmarking.
D. Fees. GRS agrees to follow the attached pricing schedule ("Attachment A") for
pricing of its services.
E. Review of Charges. CONTRACTING GOVERNMENT has the right to review
the supporting documentation for any hourly charges or out of pocket expenses
assessed to the CONTRACTING GOVERNMENT under the fee schedule.
F. Termination. Both CONTRACTING GOVERNMENT and GRS will have the
right to terminate this agreement through written notice. CONTRACTING
GOVERNMENT will pay any charges or prorate fees incurred to the date the
termination notice is received and actuary will cease any in progress work unless
specific stopping points are provided in the letter.
G. Work Product. The final work product will be the property of the
CONTRACTING GOVERNMENT to be used as stated in the specific engagement
letter. Ancillary use of the product is permitted but GRS is not responsible for the
reliability of those projections. It is understood that all reports are subject to the
open records laws of the State of Texas and the contracting jurisdiction.
H. Independent Contractor. All the services provided by GRS will be as an
independent contractor. None of the terms in the engagement letter will be
interpreted to create an agency or employment relationship.
Term. The term of this master agreement will be governed by the afore referenced
NCTCOG RFP and will expire on September 30,2017.
J. Complete Agreement. This letter combined with the specific engagement letter
and as clarified by the RFP and Proposal set forth the entire agreement between the
CONTRACTING GOVERNMENT and GRS.
K. Indemnification. GRS covenants and agrees to indemnify and hold harmless and
defend and does hereby indemnify, hold harmless, and defend CONTRACTING
GOVERNMENT, its officers and employees, from and against any and all suits or
claims for damages or injuries, including death,to persons or property,whether real
or asserted, arising out of any negligent act or omission on the part of the
contractor, its officers, agents, servants, employees, or subcontractors, and the
contractor does hereby assume all liability for injuries, claims or suits for damages
to persons, property, or whatever kind of character, whether real or asserted,
occurring during or arising out of the performance of this contract as a result of any
negligent act or omission on the part of the contractor, its officers, agents, servants,
employees, or subcontractors to the extent permitted by law. Please review this
master agreement letter and the attached schedules and indicate your acceptance by
having an official of CONTRACTING GOVERNMENT sign below.
L. Force Majeure. A force majeure event shall be defined to include governmental
decrees or restraints, acts of God (except that rain, wind, flood or other natural
phenomena normally expected for the locality, shall not be construed as an act of
God), work stoppages due to labor disputes or strikes, fires, explosions, epidemics,
riots, war, rebellion, and sabotage. If a delay or failure of performance by either
party to this contract results from the occurrence of a force majeure event,the delay
shall be excused and the time fixed for completion of the work extended by a period
equivalent to the time lost because of the event.
Gabriel Roeder Smith &Company
M. Professional Standards. GRS will provide qualified personnel for each
engagement and follow all professional standards ascribed by the American
Academy of Actuaries and the Governmental Accounting Standards Board.
GABRIEL,ROEDER, SMITH &CO.
,
By: • Date: April 26. 2017
Title: Chief Executive Ofiicer!
CONTRACTING GOVERNMENT
By � lY -1 — -- — Date: f '1I 3L1 1
•
Gabriel Roeder Smith&Company
Attachment A
Pricing of Services — Calendar Year 2013*
The price of the valuation is based on the following components:
a) Number of participants:
Participant Count Base Fee
Less than 100 $4,500
100— 199 $4,500
200—499 $5,200
500—999 $5,500
1,000—2,499 $6,400
Over 2,500 $7,000
b)Number of retirement plans:
There is no additional charge if the employees participate in only one retirement plan.For
each additional retirement plan,the valuation fee is increased by$1,600.
c) Number of health plans:
There is no additional charge if the participants are covered under only one health plan.
For each additional health plan,the valuation fee is increased by$1,000.
d) Annual,biennial or triennial valuation:
The valuation fee is increased by$1,200 for valuations which are intended to be used for
two fiscal years and by$2,400 for valuations which are intended to be used for three
fiscal years.
e) Claims analysis:
The valuation fee is increased by$2,000 if claims experience is required.
f) Pricing discount:
Employers with very simple plans may be eligible for an$800 price reduction. The
engagement agreement will specify whether the pricing discount applies.
Gabriel Roeder Smith& Company
Pricing of Services — Calendar Year 2013*
❖ Pricing assumes 20%paid upon acceptance by the government of the engagement,50%
upon receipt of the draft report and 30%upon acceptance of the final report.
❖ Fees for additional services and optional services that are not determined as `basic'will
be based on the following rates:
GRS Position Title Hourly Rates
Senior Consultant $395
Consultants $310
Senior Analysts $200
Actuarial Analysts $170
Systems Analysts and Programmers $230
Administrative Support Staff $125
*Prices will be adjusted annually beginning in January 2014 based on changes in the Consumer
Price Index,All Urban Consumers,on a December over December basis. Current rates for your
plan are reflected in the engagement agreement sent with this document.
Gabriel Roeder Smith &Company
Pricing of Services — Calendar Year 2017
The price of the valuation is based on the following components:
Number of participants:
Participant Count Base Fee
Less than 100 $4,735
100— 199 $4,735
200—499 $5,475
500—999 $5,790
1,000—2,499 $6,735
Over 2,500 $7,360
Number of retirement plans:
There is no additional charge if the employees participate in only one retirement plan. For
each additional retirement plan,the valuation fee is increased by$1,685.
Number of health plans:
There is no additional charge if the participants are covered under only one health plan.
For each additional health plan,the valuation fee is increased by$1,050.
4)Annual or biennial valuation:
The valuation fee is increased by$1,265 for valuations which are intended to be used for
two fiscal years.
Claims analysis:
The valuation fee is increased by$2,105 if claims experience is required.
Pricing discount:
Employers with very simple plans may be eligible for an$835 price reduction. The
engagement agreement will specify whether the pricing discount applies.
Note: Each valuation includes an additional NCTCOG administrative fee of$125.
Gabriel Roeder Smith&Company
Pricing of Services — Calendar Year 2017
❖ Pricing assumes 20%paid upon acceptance by the government of the engagement, 50%
upon receipt of the draft report and 30%upon acceptance of the final report.
❖ Fees for additional services and optional services that are not determined as `basic'will
be based on the following rates:
GRS Position Title Hourly Rates
Senior Consultant $425
Consultants $330
Senior Analysts $210
Actuarial Analysts $185
Systems Analysts and Programmers $245
Administrative Support Staff $135
Gabriel Roeder Smith&Company
BUSINESS ASSOCIATE AGREEMENT
This BUSINESS ASSOCIATE AGREEMENT(this"Agreement")is entered into by and between
GABRIEL,ROEDER,SMITH&COMPANY,a Michigan corporation("GRS")and City of Nederland
(the"Plan")(together,the"Parties"),effective as provided below.
RECITALS
WHEREAS,the Plan is a"covered entity"within the meaning of the Health Insurance Portability
and Accountability Act of 1996 and its implementing regulations(45 CFR Parts 160-164)("HIPAA")and
the requirements of the Health Information Technology for Economic and Clinical Health Act, as
incorporated in the American Recovery and Reinvestment Act of 2009 (the "HITECH Act"; HIPAA and
the HITECH Act are collectively referred to in this Agreement as"HIPAA/HITECH");and
WHEREAS, GRS has entered into an agreement with City of Nederland acting on behalf of the
Plan, to provide certain consulting and/or actuarial services in connection with the Plan (the "Service
Agreement"); and
WHEREAS, HIPAA/HITECH requires covered entities such as the Plan to obtain and document
satisfactory assurances from"business associates"(as defined therein)regarding appropriate safeguarding
of certain"protected health information"(as defined therein)received or created by the business associate
(a"BA Agreement");and
WHEREAS, GRS, in the performance of its services in connection with the Plan, is a"business
associate"within the meaning of HIPAA/HITECH;and
WHEREAS, the Parties desire to enter into an agreement intended to satisfy the BA Agreement
requirement as and to the extent such requirement may be applicable.
NOW, THEREFORE, in consideration of the premises and the respective covenants and
agreements herein contained,the Parties agree as follows:
AGREEMENT
1. Definitions
Capitalized terms not expressly defined in this Agreement shall have the meanings as defined in
HIPAA/HITECH.For purposes of this Agreement:
(a) "Data Aggregation" shall have the same meaning as the term "data aggregation" in 45
CFR 164.501.
(b) "Designated Record Set" shall have the same meaning as the term "designated record
set"in 45 CFR 164.501 in respect of the Plan.
(c) "Effective Date"shall have the meaning as set forth in Section 5(a)of this Agreement.
(d) `Individual" shall have the same meaning as the term "individual" in 45 CFR 160.103
and shall include a person who qualifies as a personal representative in accordance with
45 CFR 164.502(g).
13743533.2 1
(e) "Plan Administrator" shall mean the person(s) or office(s) with the discretionary
authority to act on behalf of the Plan on matters relating to HIPAA/HITECH and this
Agreement.
(fl "HIPAA/HITECH"shall have the meaning as set forth in the RECITALS portion of this
Agreement.
(g) "Protected Health Information" shall have the same meaning as the term "protected
health information"in 45 CFR 160.103,but limited to the information received or created
by GRS from or on behalf of the Plan.
(h) "Required by Law" shall have the same meaning as the term "required by law" in 45
CFR 164.103,to the extent not preempted by Federal law.
(i) "Secretary" shall mean the Secretary of the Department of Health and Human Services
or his designee.
(j) "Service Agreement" shall have the meaning as set forth in the RECITALS portion of
this Agreement.
(k) "Significant Breach" shall mean a pattern of activity or practice that constitutes a
material breach or violation of this Agreement in the written opinion of legal counsel for
the Plan. For purposes hereof, a"pattern of activity or practice" shall consist of at least
three (3) discrete acts and/or omissions within a period of not more than 180 consecutive
days.
2. Obligations of GRS
GRS agrees to:
(a) not use or disclose Protected Health Information other than as permitted or required by
this Agreement or as Required By Law;
(b) use appropriate safeguards and comply, where applicable, with the Security Standards for
the Protection of Electronic Protected Health Information set forth in 45 CFR Part 164,
Subpart C with respect to electronic protected health information, to prevent use or
disclosure of the Protected Health Information other than as provided for by this
Agreement;
(c) report to the Plan Administrator any use or disclosure of Protected Health Information
not provided for by this Agreement of which it becomes aware, including breaches of
unsecured Protected Health Information as required by 45 CFR 164.410;
(d) in accordance with 45 CFR 164.502(e)(1)(ii), ensure that any subcontractors that create,
receive, maintain, or transmit Protected Health Information on behalf of GRS agrees to
the same restrictions and conditions that apply through this Agreement to GRS with
respect to such information; provided that the Plan shall not have any right to disapprove
any subcontractors of GRS or to review any agreements with such subcontractors, except
to the extent specifically provided herein or in the Service Agreement;
13743533.2 2
(e) provide, in a commercially reasonable time and manner, access to Protected Health
Information to the Plan Administrator to the extent necessary to meet the requirements
under 45 CFR 164.524, provided that(i) such access shall be provided only to the extent
such Protected Health Information is in the possession of GRS and maintained in a
Designated Record Set and(ii)the Plan shall reimburse to GRS any of the following costs
incurred in providing such access:
(i) copying(including the cost of supplies and labor);
(ii) postage;and
(iii) preparation of an explanation or summary of the Protected Health Information;
(f) make, in a commercially reasonable time and manner, any amendment(s) to Protected
Health Information that the Plan Administrator directs or agrees to pursuant to 45 CFR
164.526,provided that such amendment(s)shall be made only to the extent such Protected
Health Information is in the possession of GRS and maintained in a Designated Record
Set;
(g) make available to the Plan Administrator, in a commercially reasonable time and
manner, information in the possession of GRS as and to the extent required for the Plan
to respond to a request by an Individual for an accounting of disclosures of Protected
Health Information in accordance with 45 CFR 164.528;
(h) to the extent GRS is to carry out the Plan's obligations regarding Privacy of Individual
Identifiable Health Information set forth in 45 CFR Part 164, Subpart E (the "Privacy
Requirements"), comply with the Privacy Requirements that apply to the Plan in GRS'
performance of such obligations;and
(i) make internal practices, books, and records relating to the use and disclosure of Protected
Health Information received from the Plan, or created or received by GRS on behalf of the
Plan, available to the Secretary for purposes of the Secretary determining the Plan's
compliance with the Privacy Requirements.
3. Permitted Uses and Disclosures by GRS
(a) General Use and Disclosure Provisions. Except as otherwise limited in this Agreement,
GRS may use or disclose Protected Health Information to perform its duties, functions,
activities, or services for, or on behalf of, the Plan, provided that such use or disclosure
would not violate(i)HIPAA/HITECH if done by the Plan or(ii)the minimum necessary
policies and procedures of the Plan as and to the extent intended to comply with
HIPAA/HITECH and communicated by the Plan Administrator to GRS.
(b) Specific Use and Disclosure Provisions.
(i) GRS may use Protected Health Information for the proper management and
administration of GRS or to carry out the legal responsibilities of GRS.
(ii) Except as otherwise restricted by this Agreement, GRS may disclose
Protected Health Information for the proper management and administration
of GRS or to carry out the legal responsibilities of GRS, provided that:
(A) disclosures are Required By Law,or
13743533.2 3
(B) GRS obtains reasonable assurances from the person to whom the
information is disclosed that it will be held confidentially and used or
further disclosed only as Required By Law or for the purpose for which it
was disclosed to the person,and the person notifies GRS of any instances
of which it is aware in which the confidentiality of the information has
been breached.
(iii) Except as otherwise limited in this Agreement, GRS may use Protected
Health Information to provide Data Aggregation services as permitted by 45
CFR 164.504(e)(2)(i)(B).
(iv) GRS may use or disclose Protected Health Information to report violations of
law to appropriate Federal and/or State authorities, consistent with 45 CFR
164.502(j).
(v) Except as otherwise limited in this Agreement, GRS may disclose Protected
Health Information to other "business associates" (within the meaning of
HIPAA/HITECH) of the Plan (i) as directed by the Plan Administrator or(ii) to
perform its duties under the Service Agreement. Notwithstanding any provision
hereof or any other prior agreement by the Parties, it shall be the Plan's sole
responsibility (and not GRS's responsibility) to ensure that the Plan has entered
into appropriate business associate agreements with (or has obtained similar
written assurances from)its business associates.
(vi) Except as otherwise limited in this Agreement, GRS may disclose Protected
Health Information to the Plan's sponsoring employer(s) as directed by the Plan
Administrator; provided that the Plan Administrator shall include in such
direction the specific person(s) or official(s) to whom such disclosure shall be
made.Notwithstanding any provision hereof or any other prior agreement by the
Parties,it shall be the Plan's sole responsibility(and not GRS's responsibility)to
ensure that the Plan has, in its official plan document, an appropriate provision
regarding disclosures of Protected Health Information to any sponsoring
employer of the Plan.
4. Obligations of the Plan and Plan Administrator
(a) General. Except as otherwise specifically provided under this Agreement, the Plan shall
not request or permit GRS to (and shall not cause the Plan Administrator to request or
permit GRS to) use or disclose Protected Health Information in any manner that may not
be permissible under HIPAA/HITECH if done by the Plan.
(b) Notification of Privacy Practices and Restrictions. The Plan shall cause the Plan
Administrator to promptly notify GRS of:
(i) the name or office of each person authorized to act as the Plan Administrator for
purposes of this Agreement,and any changes thereto;
(ii) any limitation(s) in the Plan's notice of privacy practices in accordance with 45
CFR 164.520, to the extent that such limitation may affect GRS's use or
disclosure of Protected Health Information;
13743533.2 4
(iii) any changes in, or revocation of, permission by an Individual regarding use or
disclosure of Protected Health Information relating to that Individual,to the extent
that such changes may affect GRS's use or disclosure of Protected Health
Information;
(iv) any restriction to the use or disclosure of Protected Health Information that the
Plan has agreed to in accordance with 45 CFR 164.522, to the extent that such
restriction may affect GRS's use or disclosure of Protected Health Information;
and
(v) any policies and procedures of the Plan to the extent that such policies or
procedures may affect GRS' use or disclosure of Protected Health Information.
5. Term and Termination
(a) Term. The term of this Agreement shall be for a period commencing as of the later of(i)
April 26. 2017 or(ii)the first date as of which HIPAA/HITECH applies to the Plan(the
"Effective Date"), and ending when all of the Protected Health Information provided by
the Plan to GRS, or created or received by GRS on behalf of the Plan, is destroyed,
returned to the Plan or further protected in accordance with the termination provisions in
this Section 5.
(b) Termination for Cause.Upon the Plan Administrator's knowledge of a Significant Breach
of GRS's obligation under this Agreement and subject to Section 5(c) hereof, the Plan
Administrator may commence termination of this Agreement by providing a notice of
termination to GRS.Notwithstanding the foregoing,this Agreement shall be considered to
have been terminated pursuant to this Section 5(b) only if, prior to such notice of
termination:
(i) the Plan Administrator shall have given to GRS written notice describing with
specificity the Significant Breach;
(ii) a period of 60 days from and after the giving of such notice shall have elapsed
without GRS's having substantially cured or remedied such reason for
termination during such 60-day period, unless such reason for termination cannot
be substantially cured or remedied within 60 days, in which case the period for
remedy or cure shall be extended for a reasonable time (not to exceed 60 days),
provided that GRS has made and continues to make a diligent effort to effect such
remedy or cure;and
(iii) a final determination shall have been made by the Plan Administrator that the
Significant Breach persists,following a meeting at which GRS shall be entitled to
appear and contest the determination.
(c) Condition Precedent. Upon receipt of a notice of termination pursuant to Section 5(b)
hereof, or for termination of this Agreement for any other reason, GRS shall return or
destroy all Protected Health Information received from the Plan,or created or received by
GRS on behalf of the Plan,that GRS still maintains in any form,and shall retain no copies
of such information, except that if GRS determines that such return or destruction is not
feasible, GRS shall extend the protections of this Agreement to such Protected Health
Information and limit further uses and disclosures of such Protected Health Information to
those purposes that make the return or destruction infeasible.
13743533.2 5
(d) Report to Secretary of HHS. If, in the reasonable determination of the Plan Administrator,
termination of the Agreement pursuant to Section 5(b) hereof is not feasible, the Plan
Administrator shall report the Significant Breach to the Secretary.
6. Other Provisions
(a) Separate from Service Agreement. Notwithstanding anything herein to the contrary, this
Agreement shall not be construed, and is not intended, to be a part of any Service
Agreement or to otherwise impose on GRS any duties, responsibilities, obligation
whatsoever in respect of the administration of the Plan, including any duties,
responsibilities or obligation of the Plan pursuant to HIPAA/HITECH.
(b) No Liability. To the fullest extent permitted by law, GRS shall be under no liability for
any use or disclosure made in accordance with the directions of the Plan Administrator or
other Plan representatives.
(c) No Duty to Question. Notwithstanding anything herein to the contrary, GRS shall not be
under any duty to question any directions received from the Plan Administrator, nor to
review in any respect the manner in which any fiduciary of the Plan exercises its authority
and discharges its duties with respect to the Plan.
(d) Amendment. The Parties agree to take such action to amend this Agreement from time to
time as is necessary for the Plan to comply with the requirements of HIPAA/HITECH.
(e) Ambiguities. Any ambiguity in this Agreement shall be resolved in a manner that is
consistent with the applicable requirements under HIPAA/HITECH.
(f) Notice. Any notice required to be given hereunder shall be in writing and delivered by
hand or sent by facsimile, registered or certified mail, return receipt requested, or by air
courier,to the address(or fax number)cited in the signature block of this Agreement or to
such other address(or fax number)as shall be specified by like notice by either Party,and
shall be deemed given only when received.
(g) Headings. The title, headings, and subheadings of this Agreement are solely for the
convenience of the Parties and do not affect the meaning or interpretation of any provision
of this Agreement.
(h) Governing Law. Except to the extent preempted by Federal law, this Agreement shall be
governed by and enforceable in accordance with the laws of the State of Texas without
giving effect to the principles of conflict of laws thereof.
(i) Arbitration. Any controversy or claim arising out of this Agreement, or the breach or
violation thereof,shall be settled by binding arbitration in the City of Nederland,Texas,in
accordance with the rules then obtaining of the American Arbitration Association,and the
arbitrator's decision shall be binding and final, and judgment upon the award rendered
may be entered in any court having jurisdiction thereof.
(j) Entire Agreement. This Agreement contains the entire understanding between the Plan
and GRS with respect to the subject matter hereof and, except as specifically provided
herein, cancels and supersedes any and all other agreements between the Plan and GRS
with respect to the subject matter hereof. Any amendment or modification of this
Agreement shall not be binding unless in writing and signed by both the Plan and GRS.
13743533.2 6
(k) Severability. In the event that any provision of this Agreement is determined to be invalid
or unenforceable, the remaining terms and conditions of this Agreement shall be
unaffected and shall remain in full force and effect, and any such determination of
invalidity or unenforceability shall not affect the validity or enforceability of any other
provision of this Agreement.
(I) No Benefit to Others. The representations, covenants and agreements contained in this
Agreement are for the sole benefit of the Parties, and they shall not be construed as
conferring,and are not intended to confer,any rights on any other persons.
(m) Counterparts. This Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.
IN WITNESS WHEREOF, the Parties have entered into this Business Associate
Agreement,effective as of the Effective Date.
CITY OF NEDERLAND
Date: 14 pn/ ,O1-7 By:
Name: ,�(/�P/►�
Title: air
Address: ep.( 11 . (A,
Mccle
Fax Number: ' 113.kV
GABRIEL,ROEDER, SMITH&COMPANY
Date: April 26,2017 By: ()/.
Name: Chris le Scheer
Title: Corporate Secretary
Address: One Towne Square,Suite 800
Southfield,Michigan 48076
Fax Number: (248)799-9020
13743533.2 7