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HomeMy WebLinkAboutC2005-721 - 12/13/2005 - Approved Contract No. 582-6-70888 TEXAS COMMISSION ON ENVIRONMENTAL QUALITY STA TE FUNDED GRANT AGREEMENT RECE\\/E,D j i', N' 0 9 lOOf) .;M A\R QUAL\T\' PlANNtNG THIS AGREEMENT is by and hetween the Texas Commission on Environmental Quality (hereinafter called TCEQ) and the City of Corpus Christi. Texas (hereinafter called PERFORMING PARTY). TCEQ and PERFORMING PARTY. In consideration of the mutual covenants hereinafter set forth, agree as follows' ARTICLE l. WORK PERFORMING PARTY agrees [0 complete all the Work as specified in the Contract Documents. The Work is generally described as follow,- :\ppropnation: Air Quality Planning. Included in amounts appropriated above out of the Clean Air Account '\10. 151 in Strategy A.I.I. Air Quality Assessment and Planning, is $5,075,000 for the biennium for air quality planning activitie~ to reduce ozone in areas including Austin, Corpus Christi, Longview-Tyler-Marshall. San Antonio, and Victoria. These activities may include identifying, inventorying, and monitoring of current pollution levels; modeling future pollution levels; and the identification, quantification, and implememation of potential pollution reduction through voluntary controls. The areas receiving funds shall coordinate with the Texas Commission on Environmental Quality (TCEQ) to ensure that these activities are consistent with agency monitonng, inventory and modeling approaches and I nfrastructurc -\ny unexpended balances from this appropriation as of August 31. 2006. are hereby appropriated for the ~ame purpo~e for the fiscal year beginning September]. 2006. Appropriations-General Act, 79th Leg., R.5.. ch. 1369 Art. VI * 8, 2005 Tex. Sess. Law Servo 4327, 4929. ARTICLE 2. REIMBURSEMENT, CONTRACT AMOUNT 21 TCEQ \vill reimburse PERFORMING PARTY's costs of performing the Work under the conditions in the Contract Document s. ') ~ Reimbursement is limited to actual incurred costs which are both allowable and eligible under the conditions in the Contract Documents. ') :. The maximum amount of reimbursement to be provided by TCEQ for the completion of the Work shall not cxceed Eight hundred eighty four thousand six hundred dollars and no cents ($884.600.00)during 2005-721 12/13/05 Res026555 T(EQ {he 2006-2007 hlenniulll unless the parties amend this amount In accordance with the Contract Documents. In accoro with the language of Rider S to TCEQ's appropriation, in the General \ppropriations Act 2006 2007 Bienmum Conference Committee Report on Senate Bill 1, the maximum amount appropriated will be dIvided into two equal amounts related to each fiscal year of the biennium. Thus. [he maximum amount of reimbursement available in fiscal year 2006 is Four hundred forty two thousand three hundred dollars and no cents ($442,300.00) and the maximum amount of reimbursement ,wadahle in fiscal year .:'007 IS Four hundred forty two thousand three hundred dollars and no cents ($442300.00 ). ARTICLE 3. CONTRACT TIMES ThIS Agreement shall commence on the last date of signature by the parties and shall terminate on August 3 L 2007. However. certain reporting requirements as identified in this contract shall survive the termination of this contract. This Agreement shall immediately terminate at the end of any state fiscal year for whIch the Texas Legislature fails to appropriate and/or to provide sufficient funds necessary to perform this Agreement. Th is Agreement may be ex tended beyond August 3 L 2007. as necessary, in order to allow completion of the Work. Appropnations-General Act, 79th Leg., R.S., ch. ] 369 Art. IX S 6.27, 2005 Tex. Sess. Law Serv.4327. 5166 ARTICLE 4. PAYMENT PROCEDURES 4.1 The PERFORMING PARTY will submit requests for payment in accordance with the conditions in the Contract Documents 4..:' The TCEQ may reject requests for payment which fail to demonstrate that costs are allowable and eligible for reimbursement or which fail to conform to the conditions in the Contract Documents. 4 :; PERFORMING PARTY' s requests for payment must comply with TCEQ invoice processing procedures. 44 PERFORMING PARTY agrees that the purpose of this Agreement is to provide a grant to financially assist PERFORMING PARTY in performing the Work and therefore. PERFORMING PARTY is not a "vendor" of goods and services within the meaning of Texas Government Code Chapter 2251. 4 :-- Advance Payment: This provision applies only to the Alamo Area Council of Governments, the East Texas Council of Governments. and the Capital Area Council of Governments. No advance payment will he made to the City ,)f VictOria or the City of Corpus Christi. ARTICLE 5. FUNDING AND LEGAL AUTHORITY 5. Payments Subject to Availability of Funds. This Agreement and all claims, suits, or obligations arising under or related to this Agreement are subject to and limited to the receipt and availability of .., funds appropriated hy the Texas Legislature for the purposes of thIs Agreement or for the respective ,:Ialm. suit, or obligation. as applicable. -; ~ Source of Funds-State. State funds are provided to TCEQ under Article VI.8 of the General Appropriations Act (House Bill I) of the 79th Texas Legislature. 'i Legal Authority: TCEQ certifies that it has the authority to make a direct award of funds pursuant to directive of the 79'h Texas Legislature in the General Appropriations Act at Article VI.8 for the purpose of conducting air quality planning activities in near non-attainment areas. TCEQ enters this Agreement pursuant to authority granted in Texas Water Code Section 5.229, pertaining to the authority to contract generally and Section 5.124 pertaining to the authority to award grants. In accordance with the requirements of Texas Water Code Section 5.124, the TCEQ Executive Director has determined that the solicitation of proposals or applications for this grant was not feasible and that it is in the best mterest of the state to award this grant directly to the PERFORMING PARTY, a political subdivision of the state of Texas. The TCEQ further relies on authority contained in TEX HEALTH AND SAFETY CODE ~* 382.033 and 382.11 S. 'i.-l Agreement subject to Requirements: PERFORMING PARTY agrees to comply with all requirements and limitations pertaining to expenditure of and reporting of state funds in state rules and law, including without limitation: (1) Texas Government Code Section 783.001 et seq. (Uniform Grant and Contract Management Act or UGCMA) and implementation rules at I Texas Administrative Code, Section 5.] 41 el seq. (Uniform Grant Management Standards or UGMSj (2) Texas Government Code Chapter 556 (pertaining to lobbying and political activitiesjand Chapter 2261 (pertaining to requirements for reimbursement). Additional requirements and limitations are stated in the General Conditions. 5." The PERFORMING PARTY certifies that it is a duly organized local government with authority to perform the Work and to receive the reimbursement funds. 5 h PERFORMING PARTY agrees to place notices of the source of funds and the availability of funds, the and legal authority in all subgrants and subcontracts. ARTICLE 6. PERFORMING PARTY'S REPRESENTATIONS In order to induce TCEQ to enter Into this Agreement PERFORMING PARTY makes the following representations 6.1 PERFORMING PARTY has examined and carefully studied the Contract Documents and the other related data identified in the Offer Documents including the "technical data." 6.2 PERfORMING PARTY is familiar with and understands all federal, state and local Laws and Regulations that may affect cost, progress. performance or furnishing of the Work, 6. i PERFORMING PARTY IS aware of the general nature of work to be performed by TCEQ and others that relates to the Work as indicated in the Contract Documents. 3 "~""----""-'"'-_.'-""-'--"''''''-'-' ._, -' PERfORMING PARTY has given TCEQ written notice of all conflicts, errors, ambiguities or discrepancIes that PERHJRI'vllNG PARTY has discovered in the Contract Documents and the written resolution thereof by TC EQ i.. acceptable to PERFORMING PARTY, and the Contract Documents are generally suffiCient to indicak and convey understanding of all terms and conditions for performance and furnishini! of thl' W'lrk. h -". PERFORMING PARTY hereby ratifies and attests to all certifications and deliverables it has provided to TCEQ during this grant application process and agrees to give prompt written notice to TCEQ if there IS any material change in these certifications or deJiverables. ARTICLE 7. CONTRACT DOCUMENTS The Contract Documents which comprise the entire Agreement between TCEQ and PERFORMING PARTY concerning the Work consist of the following: The TCEQ State Funded Grant Agreement. - , Approved Work Plan Budgets i. \ Scope of Work, Work Plan(s), and Notice to Proceed (Work Plan(s) and Notice to Proceed are documents issued after the contract is signed that are incorporated into the contract); and 1.-> General Conditions. !.';' The following which ma\ be deliwred or Issued after the Effective Date of the Agreement and are not attached hereto: EPA/QA R-5, Quality Assurance Project Plans (QAPPs) at the following URL http://www,epa.gov/regJwcmd/ca/pdf/r5-final.pdf; 40 CFR 50 and 58 for ambient air monitoring; current EPA Emission Factor and Inventory Guidance and Resource Material found at the following URL: http://www.epa.gov/ttn/chief/publications.html#general; Draft Final Guidance on the Use of Models and Other Anahses in Attainment Demonstrations for the 8-hour Ozone NAAQS found at http://\\ ww .epa.gov/seramOO I /tt25 .htm documentation on the CAMx model; and all other inventory or modeling guidance. Work Plans, Notices to Proceed. Written Amendments, and other documents amending, modifying or ..upplementing the Contract Documents pursuant to the General Conditions." 7 t. There are no Contract Documents other than those listed above in this Article. The Contract Documents may be amended. modifil~d or supplemented only as provided in the General Conditions. ARTICLE 8. MISCELLANEOUS 8 Terms used III this Agreement whICh are defined in Article I of the General Conditions will have the meanings indicated in the General Conditions. 82 Notwithstanding any prO\ Isions relating to assignment in the Uniform Commercial Code, no delegation by a party hereto of any duties or obligations nor assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound: and, specifically but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to an extent that the effect of thiS restriction may be limited by law). and unless specifically stated to the contrary in any written 4 8.f 8 - consent to an assignment, no assignment will release or discharge the assignor from any duty or respoll~lbilit) undel thl' Contract Documents This Agreement is not transferable or otherwise assignable by the PERF< )RMING PARTY without the written consent of the TCEQ and any attempted !ranskr without such consent IS \ oid v " r) '"\ TCEQ and PERFORtvlJNG PARTY each binds itself, its partners, successors, assigns and representatives to the other party hereto. its partners, successors, assigns and representatives in respect to all covenants. agreements and obligations contained in the Contract Documents. 1-\. The parties hereby agret' that this Agreement does not waive the State's sovereign immunity relating to suit. liability, and the payment of damages. No TCEQ personnel or agents are authorized to waive sovereign immunity by accepting. on behalf of TCEQ. goods or services which are not required under the Contract Documents or any conforming amendment. The parties further agree that all claims, suits or obligations arising under or related to this Agreement are subject to and limited to the availability of funds appropriated by the Texas Legislature for that respective claim, suit, or obligation. ~.- Any provision of the C~mtract Documents held to be void or unenforceable under any Laws or Regulations shall be deemed stricken. and all remaining provisions shall continue to be valid and binding upon TCEQ and PERFORMING PARTY. who agree that Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressIng the intention of the stricken provision. The PERFORMING PAR TY acknowledges and agrees that because this Agreement has been executed, and will be administered in Travis County, Texas, the Agreement is to be performed in said County. The PERFORMING PARTY acknowledges and agrees that any permissible cause of action involving this Agreement will arise solely in Travis County. If a legal action related to this claim is permissible and there are two (1} 01 more counties of proper venue under the rules of mandatory, general, or permissive venue. and one such county is Travis County. the PERFORMING PARTY hereby agrees to venue in Travis Count,. This provision does not waive TCEQ's sovereign immunity. The partIes agree that those notices concerning a change in the designated project representative, a delav in the Work. and/or the termination of the Agreement should be sent by certified mail. 5 II\WfTNESS WHEREOF. TCEQ and PERFORMING PARTY have sIgned three (3) originals of this '\~!reemenL One counterpart ha, been delivered to PERFORMING PARTY and two counterparts have been delivered to TCEQ. Tht, Agreement will be effectiVt' on the last date signed below, which is the Effective Date of the Agreement. Texas Commission on Environmental Quality (TCEQ) ,tJI?) / / Printed Name: Mark R. Vickery, P.G. Title: Deputy Executive Director Date: I 1 1" \ . .~ City of Corpus Christi, Texas (PERFORMING PARTY) By . Signal"fe, /~-. //l)L"- Printed Name:' George K. Noe Title: City Manager Date: I'Lf'l1;(C <; Attest: /~~ Armando Chapa City Secretary Approved as to Form: ~-M iJ 6 This~day of L/~c..''''' -e~ ,2005 By:. /'7>-} //_~~ ./ / - R. ~~eini First Assistant City Attorney For City Attorney 6 1<-e?:J2?Je_'i ;[S'", . "'.:1.: '. f... '",';, '.' -^.lt4J2lc;:.;i - .-----.-----;001 .~ftrrZ SCOPE OF WORK Preparation of Work Plans for the 2006-2007 Biennium Pur"uant to the mandate of the "'9th Legislature, the five areas in Texas (represented by the City of Corpus Christi, the City of Victoria, Alamo Area Council of Governments, East Texas Council of Governments, and Capital Area Council of Governments) receive funds through an appropriation to the Texas Commission on Environmental Quality in the sum ofS:'\,075,000 to be allocated to the areas (according to a formula agreed upon [I) the areas) tor the purpose of'[a]ir quality planning activities to reduce ozone in areas including Austin, Corpus Christi. Longview- Tyler- Marshal L San Antonio, and V ictoria. These activities may include identifying, in \ entorying, and monitoring of current pollution levels; modeling future pollution levels; and the identification, quantification, and implementation of potential pollution reduction through voluntary controls. The areas receiving fund" shall coordinate with the Texas Commission on Environmental Quality (TCEQ) to ensure that the"e activities are consistent with agency monitoring, inventory and modeling approaches and infrastructure, -\11\ unexpended balances from this appropriation as of August 31,2006, are hereby appropriated for the same purpose for the fiscal year beginning September 1,2006." Work Plan The PERFORM ING PARTY shall prepare a Work Plan document, or Work Plan documents, that describe down to 1 he task level the project. or protects, in support of the State Implementation Plan (SIP) development process and other types of air quality planning activities and projects that the PERFORMING PARTY will complete by .-\ugust 31,2007. Each Work Plan may consist of one or more tasks that the area has agreed to complete. further although there may be only one task, the task description shall include sufficient detail to enable the TCEQ to determine the Work to he completed, who will perform the Work, the budget is for each task, what work products, services, and/or deliverables which will be provided to the TCEQ, dates on which the Work related to each task will be completed, and the total amount of funding required to complete the Work described in the Work Plan for each projecl Work Plan Acceptance Thl' TCEQ will review the draft Work Plan and approve acceptable tasks and budgets or make suggestions for changes. The approved final Work Plan shall be incorporated by reference into the Grant Agreement and the TCEQ shall Issue the PERFORMING PARTY a Notice to Proceed with the Work described in the Work Plan (see attached example). Work shall not begin, nor may costs be incurred, prior to the issuance of a Notice to Proceed by TCEQ. Costs are not to be incurred, and cannot be reimbursed, that are not directly related to a TCEQ-approved Work Plan or Work Plan". The Notice to Proceed shall identify the total amount offunding aVi.lIlable under the Grant Agreement, each Work Plan amount. and the Grant Agreement balance following deduction of the Work Plan amount. The Work Plan amount" identified in each project Work Plan shall be addIllve and become the overall budget for completing the Work described in all of the approved Work Plans, Therefore, PERFORM[NG PARTY is authorized, with the written consent of TCEQ, to utilize unexpended balances allocated to a task. or ta"ks, in one Work Plan to complete or add to the Work of another approved W,'rk Plan. Work Plans shall be "ubmitted over the period of the biennium that are equal in amount to, but do noi ,'xceed the IOta] amount of the Grant Agreement. C01~ference Calls and Meetings If determined by the PERFORMING PARTY and the TCEQ to be necessary, every two months the PERFORMING PARTY will hold a conference call with the TCEQ regarding its air quality planning activities, The TCEQ and the PERFORMING PARTY may adjust the frequency of the calls as necessary. The PERFORMING PARTY is responsible fort he scheduling and hosting of each conference call. One week before 7 the scheduled l'onference call tht' PERFORMING PARTY will submit an agenda, technical documents, and (lther related documents for use during the call \\hen deemed necessary TCEQ representatives may attend PERFORMING PARTY's air quality committee meetings or related meetings to rrovide technical guidance and oversight of PERFORMING PARTY's work au I vi ties Implementation of Potential Pollution Reduction Through Voluntary Controls and Air Quality Public Outreach Activities When planning, organizing, designing, conducting a meeting on voluntary pollution reduction activities with local businesses and air qualit) public education outreach activities, PERFORMING PARTY agrees to incorporate the services of the Small Business and Local Government Compliance Assistance Specialist as"lgned to theIr particular TCEQ Regional Office. PERFORMING PARTY acknowledges TCEQ has the authority to monitor compliance with this description of the Work. Progress Reports The PERFORMING PARTY agrees to submit a monthly progress report of its activities by the 4 th of each month. The progress report shall document, in sufficient technical detail and by task, the accomplishments and milestones achieved during the prior thirty days. And document whether during the prior thirty days what problems. if any, were identified and the resolution of those problems. The TCEQ reserves the right to alter the reporting frequency of the progress reports as necessary to track PERFORMING PARTY's progress toward accomplishing the tasks of the work plan. The TCEQ will notify PERFORMING PARTY bye-mail or signed written letter ten (10) calender days prior to the beginning of the new reporting frequency. Deliverables Draft deliverables may be submItted in electronic format by either electronic mail or on CD or diskette. PERFORMING PARTY agrees to submit final deliverables as one hard bound copy and by electronic mail or on a CD. 8 EXAMPLE NOTICE TO PROCEED Texas Commission on Environmental Quality (TCEQ) NOTICE TO PROCEED Grant Contract Number. 5X2-0-lA2B.l Grant Contract Amount $1.234.500.00 Work Plan Amount $1.234.500.00 Grant Contract Balance (Balance After This Work Plan $0.00 Performing Party: Nowhere Texas Council of Governments The TCEQ staff has reviewed and approved PERFORMING PARTY's Work Plan Number 44891-01 and is hereby lllcorporating the Work Plan as an Exhibit to Grant Contract Number 582-0-lA2B3. The TCEQ is no,^, providing PERFORMING PARTY with a Notice to Proceed with the Work described in the Work Plan. The Work may begin on the date shown below. TCEQ: Texas Commission on Environmental Quality By: "\uthorized S ignatun:) Pnnted Name.' EXAMPLE NOTICE TO PROCEED rille ) Date: 9 GENERAL CONDITIONS ARTICLE 1. DEFINITIONS Wherever used in these General Conditions or in the other Contract Documents the following terms have the meanings indicated which are applicable to both the singular and plural thereof: i i Accrued costs l1nd Accrued expenditures - means the charges incurred by the PERFORMING PARTY dUflng a given period requiring the provision of funds for: (1) Goods and other tangible property received; (2) services performed by employees, and (3) other amounts becoming owed under programs for which no current sen Ices or performance is required, such as annuities, insurance claims, and other nenefit payments. ] ..' Accrued income - means the sum of: ( I) Earnings during a given period from services performed by the PERFORMING PARTY and goods and other tangible property deliverable to purchasers, and (2) amounts becoming owed to the PERFORMING PARTY for which no current services or performance IS required by the PERFORMING PARTY. J .\4cquisltioll cost - of an item of purchased equipment means the net invoice unit price of the property including the cost of modifications, attachments, accessories, or auxiliary apparatus necessary to make that property usable for the purpose for which it was acquired. Other charges such as the cost of Installation, transportation, taxes, duty or protective in-transit insurance, shall be included or excluded from the unit acquisition cost in accordance with the PERFORMING PARTY's regular accounting practices. I.... Agreement - refers to the "TCEQ State Funded Grant Agreement" which contains the salient terms of the contract between TCEQ and the PERFORMING PARTY and covers the Work to be performed; also includes any additional Contract Documents which may be attached to the Agreement and made a part thereof as provided therem. J.... Bonds Bid, Performance and Payment bonds and other instruments of security. ] .h ('ash contributions - means the PERFORMING PARTY's cash outlay, including the outlay of money contributed to the PERFORMING PARTY or subgrantee by other public agencies and institutions, and private legislation, federal funds received from other assistance Agreement may be considered as PERFORMING PARTY or subgrantee cash contributions. I' Common rule - means the Uniform Grant Management Standards which were promulgated by the Texas Governor's Offict' of Budget and Planning pursuant to the Uniform Grant Conditions and Management Act, Tex. (jov't Code Chapter 783. ] .x Cantrell '{- means (except as used in the definitions for "grant" and "subgrant" in this section and except where qualified by "federal") a procurement contract under a grant or subgrant, and means a procurement subcontract under a contract. ]0 I. 1.1-1- 1.1 " 1.16 j ;) Contract COsl.I - the moneys payable by TCEQ to PERFORMING PARTY for completion of the Work In accordance with the Contract Documents subject to the provisions of the General Conditions) IU. Contract Times - the number of days or dates stated in the Agreement to complete the Work so that it IS ready for final payment. II. Effective Date (~llhe Agreement - the date indicated in the Agreement on which it becomes effective, but if no such date is indicated it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver '\ Equipment - means tangible, nonexpendable, personal property having a useful life of more than one year and an acquisition cost of $ 1,000 or more per unit. A PERFORMING PARTY may use its own definition of equipment provided that such definition would at least include all equipment defined above "Equipment" definition pertaining to acquisition cost of $1 ,000 or more per unit as modified 10 subject state funds to the state definition or minimum cost for capitalized equipment. A state awarding agency will advise a PERFORMING PARTY of the rules for capitalizing equipment purchased from state funds and ultimate disposition thereof. Expenditure report - means ( I ) For nonconstruction grants the "Financial Status Report" (Form 269a) (or other equivalent report); (2) for construction grants, the SF-271 "Outlay Report and Request for Reimbursement" (or other equivalent report). Final Completion - the Work IS completed in the judgment of TCEQ, (;olernment - means a State agency or local government. Grant - means an award of financial assistance, including cooperative Agreement, in the form of money. or property in lieu of money, by the State to an eligible PERFORMING PARTY. The term does not include technical assistance which provides services instead of money, or other assistance in the form of revenue sharing, loans, loan guarantees, interest subsidies, insurance, or direct appropriations. Also, the term does not include assistance. such as a fellowship or other lump sum award, which the PERFORMING PARTY IS not required to account for. Grantee - means the PERFORMING PARTY which is a recipient of grant funds to which this grant IS awarded and which is accountable for the use of the funds provided. The grantee is the entire legal entity even if only a particular component of the entity is designated in the grant award document. Also means the PERFORMING PARTY. I i X HUB - Historically Underutilized Business as defined by Texas law. The State Purchasing and General Sen ices Act. amended September I. ] 995, defines a historically underutilized business as a corporation or a partnership in which fifty-one percent (51st) or more of the corporation's stock (or other equitable securities) or partnership's assets and interest are owned by one or more socially disadvantaged persons, who have a proportionate interest and actively participate in the corporation or partnership control, operation, and management. If the business is a sole proprietorship, the socially disadvantaged person must completely own, operate and control the business. Socially disadvantaged person includes II I .~.'. I ::-., 1.2\ membns of certain groups including Black Americans, Hispanic Americans, American Women, Asian Paclfil~mericans and Native Americans I. q Intetledual Property - ]1 an) and all IIlventions. discoveries. improvements, or creations for which copyright, trade secret, patent or other proprietary rights may be acquired, 2) any photographs, graphic designs. plans. drawings specifications. computer programs, computer files, documentation, technical reports, operating manuals, or other copyrightable materials. and 3) any other work fixed in any tangible medium of expression which can be perceived. reproduced, or otherwise communicated for which L'opvright. trade secret. patent or other proprietary rights may be acquired. I.~'() Liens liens. charges. se~'urit) interests or encumbrances upon real property or personal property. I. Lowl governmelll means a county. municipality. city, town, township, local public authority I mcluding public and Indian housing agencies under the United States Housing Act of 1937, 42 U.S.c. ~ 1437 et seq,) school district. special district, intrastate district, council of governments (whether or not incorporated as a nonprofit corporation under state law), any other regional or interstate government entIty, or any agency of IIlstrumentality of a local government. ,.., Minor Change - a wntten document which provides for minor changes in the work in accordance with these General Conditions, but which does not involve a change in the Contract Price or the Contract Times Obligations - means the amount of Work performed by the PERFORMING PARTY during a given period that may result in reimbursement by the TCEQ during the same or a future period, ~~ OUllay (expenditures) mean charges made to the project or program. They may be reported on a cash or accrual basis. For reports prepared on a cash basis. outlays are the sum of actual cash disbursement for direct charges for goods and services. the amount of indirect expense incurred, the value of in-kind contributions applied. and the amount of cash advances and payments made to PERFORMING PARTY and subgrantees. For reports prepared on an accrued expenditure basis, outlays are the sums of actual cash disbursements. the amount of IIldirect expense incurred. the value of in-kind contributions applied, and the new increase (or decrease) in the amounts owed by the PERFORMING PARTY for goods and other property recel ved, f( lr services performed by employees. contractors, subgrantees, subcontractors, and other payees. and other amounts becoming owed under programs for which no current services or performance are requlrecL such as anllllllles. insurance claims. and other benefit payments. Prior or1prO\'aI' - means documentation evidencing consent prior to incurring specific cost. ?h Pro/eCI Representatile - the Project Representative of the TCEQ and the PERFORMING PARTY are designated on the page titled Project Representatil'es Records Localion. Standards - indicates a SCientific or technical standard unless the context indicates the tern is meant to refer to the Uniform Grant Management Standards (UGMS) SubnmrraC/or - an IIldiv Idual. firm. or corporation having a direct contract with PERFORMING PART'l or with any other Subcontractor for the performance of a part of the Work. ]2 hI Suhgrant - means an a~ard offinancial assistance in the form of money ,or property in lieu of money, made under a grant by the PERFORMING PARTY to an eligible subgrantee. The term includes financIal assistance when provided by contractual legal Agreement but does not include procurement purchases. nor does it include an.' form of assistance ~hich is excluded from the definition of "grant." i ~() Suhgrantee - means the government or other legal entity to which a subgrant is awarded and which is accountable to the PERFORMING PARTY for the use of the funds provided. "Subgrantee" is synonymous with "subfl~cipient'. and refers to any entity receiving grant or contract funds from or through a state agency. 1. i I . Supplies - means all tangible personal property other than "equipment" as defined in these General Conditions. J. \2 Suspension - means. depending on the context. either (I) temporary withdrawal of the authority to obligate grant funds pending corrective action by the PERFORMING PARTY, or subgrantee or a decision to terminate the grant, or (2) an action taken by a TCEQ official in accordance with the Contract Documents. State or Federal law. or Regulations to immediately exclude a person from participating in grant transactions for a period. pending completion of an investigation and such legal or debarment proceedings as may ensue. I.:: :, Termination - means permanent withdrawal of the authority to obligate previously-awarded grant funds before that authority would otherwise expire. It also means the voluntary relinquishment of that authonty by the PERFORMING PARTY or subgrantee. "Termination" does not include: (1) withdrawal of funds a~arded on the basis of the PERFORMING PARTY's underestimate of the unobligated balance in a prior period; (2) withdrawal of the unobligated balance as of the expiration of a grant: (3) refusal to extend a grant or award additional funds to make a competing or noncompeting continuation, renewal, extension or supplemental award; or (4) voiding of a grant upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from inception. I '.+ Terms I It' a grant or subg rant mean all requirements of the grant or subgrant, whether contained in statutes. regulations. or the Contract Documents. 1.''\ UnliqUIdated ohligatlOn.\ - for reports prepared on a cash basis mean the amount of obligations incurred by the PERFORMING PARTY that has not been paid. Reports prepared on an accrued expenditure basis represent the amount of obligations incurred by the PERFORMING PARTY for which an outlay has not been recorded. 1.\6 UnohlIgated balance - means the portion of the funds authorized by the TCEQ that has not been obligated by the PERFORMING PARTY. and is determined by deducting the cumulative obligations from the cumulative funds authorized. .~ -, Work" the entire conlpleted services or the various separately identifiable parts thereof required to be furnished under the Contract Documents Work includes and is the result of performing or furnishing labor, services. materials or equipment as required by the Contract Documents. 13 i,,,\. Work Plan - the Work Plan submitted by the PERFORMING PARTY at the time of award and subseyuently according to procedures set forth in these General Conditions. The Work Plan consists ()f wrillen technical descriptions of. equipment, schedules, standards & workmanship as applied to the Work and certain admini,.trative detai Is applicable thereto. Work Plans will describe the Work involved III the Illdividual proJect" proposed hy the PERFORMING PARTY. Work Plans are effective only when approved hy the TCEQ ];4 Written Amendmenr a document signed by PERFORMING PARTY and TCEQ which authorizes an addition. deletion or revision in the Work. or an adjustment in the Contract Price or the Contract Times, Issued on or after the Effective Date of the Agreement. ARTICLE 2. RESERVED ARTICLE 3. CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE Intent 3.1 The Contract Documents comprise the entire Contract between TCEQ and PERFORMING PARTY concerning the Work. The Contract Documents are complementary; what is called for by one is as binding as if called for by all. The Contract Documents will be construed in accordance with the laws of the State of Texas. 3 ~ The Contract Documents describe a functionally complete project (or part thereof) to be performed in accordance with the total Agreement. Any Work, materials or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be furnished and performed by PERFORMING PARTY whether or not specifically called for. When words or phrases which have a well-known technical or pollution cleanup industry or trade meaning are used to describe Work, materials or equipment, such words or phrases shall be interpreted in aCL'ordance with that meaning. l; Reference to Standards and Specifications of Technical Societies; Reporting and Resolving Discrepancies 3 3.1. Reference to standards, specifications, guidance manuals or codes of any governmental authority or technical society, organization or association, or to the Laws or Regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard, specification, guidance manual, code or Laws or Regulations in effect at the tIme of (the Effective Date of the Agreement), except as may be otherwise specifically stated In the Contract Documents. 33.:::. If, during the performance of the Work, PERFORMING PARTY discovers any conflict, error, ambiguity or discrepancy within the Contract Documents or between the Contract Documents and any provision of any such Law or Regulation applicable to the performance of the Work or any such standard, specification, guidance manual or code, PERFORMING PARTY shall report it to TCEQ in writing at once. PERFORMING PARTY shall not proceed with the Work affected thereby (except in an emergency as authorized by these Contract Documents) until an amendment or supplement to the Contract Documents has been issued by one of the methods Indicated in these Contract Documents; provided, however, that PERFORMING PARTY shall 14 not be liable to TCEQ for failure to report any such conflict, error, ambiguity or discrepancy unless PERFORMING PARTY knew or reasonably should have known thereof. L:;3. Except as otherwise specifically stated in the Contract Documents or as may be provided by amendment or supplement thereto issued by one of the methods indicated in paragraph 3.5, provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambigUlty'or discrepancy between the provisions of the Contract Documents and: 3.3.3] . the pro\ Isions of any such standard, specification, guidance manual, code or instruction (whether or not specifically incorporated by reference in the Contract Documents); or 3.3.3.2. the pro\lsions of any such Laws or Regulations applicable to the performance of the Work (u nless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). 3.3.4. No provision of any such standard, specification, guidance manual, code or instruction shall be effective to change the duties and responsibilities of TCEQ or PERFORMING PARTY, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents. nor shall it be effective to assign to TCEQ, any duty or authority to supervise or direct the furnishing or performance of the Work or any other provision of the Contract Documents. ::;...+ Whenever in the Contract Documents the terms "as ordered," "as directed," "as required," "as allowed," "as approved" or terms of like effect or import are used, or the adjectives "reasonable", "suitable," "acceplable," "proper" ur "satisfactory" or adjectives of like effect or import are used to describe a requirement, direction, review or judgment of TCEQ as to the Work, it is intended that such requirement, direction, rt'vie\\ or Judgment will be solely to evaluate, in general, the completed Work for compliance with the requirements of and information in the Contract Documents and conformance with the design concept of the completed Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective shall not be effective to assign to TCEQ any duty or authority to supervise or direct the furnishing or performance of the Work or any other provision of the Contract Documents. Amending and Supplementing Contract Documents 3." The Contract Documents may be amended to provide for additions, deletions and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways: .~.5 I. a formal Written Amendment. .~5.2. a Minor Change ARTICLE 4. PERFORMING PARTY'S RESPONSIBILITIES 4.1 The PERFORMING PARTY shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services and other work furnished by the PERFORMING PARTY under this Agreement. PERFORMING PARTY agrees to perform the Work in conformity with the standards and guidance documents provided by the TCEQ. TCEQ may withhold reimbursement for costs of non-conforming Work. 15 --,,-_.,._._~,_. '--""'.-.'- Supervision and Superintendence 4. .: PERFORMING PARTY shall supervise, inspect and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. PERFORMING PARTY shall be solely responsible for the means, methods, techniques. sequences and procedures of the Work. PERFORMING PARTY shall be responsible to see that the completed Work complies accurately with the Contract Documenb Performing Party's Project Representative 4 -; The PERFORMING PARTY will identify in writing the person authorized to receive direction from the TCEQ, to manage the work being performed. and to act on behalf of the PERFORMING PARTY. 4.-1 The PERFORMING PARTY agrees to make arrangements necessary to ensure that its authorized Representative, or someone to whom that person has delegated his or her authority, is available at all times for consultation with the TCEQ. Written notice of any such delegation shall be provided to the TCEQ Personnel 4." PERFORMING PARTY shall provide competent. suitably qualified personnel to perform the Work as required by the Contract Documents. PERFORMING PARTY shall at all times maintain good disciplme and order on the project. Employment Practices 4.h The PERFORMING PARTY agrees that in the performance of this Contract, it will not discriminate against any employee or applicant because of race, religion, color, sex. age, or national origin and it will compl) with Executive Order 11246, entitled "Equal Employment Opportunity," as amended by ExecutIve Order 11375, and as supplemented in Department of Labor Regulations (41 CFR Part 60). The PERFORMING PARTY assures that no person will, on the grounds of race, creed, color, disability, national origin. sex. political affiliation or beliefs, be excluded from, be denied the benefit of, or be subject to discnmination under any program or activity funded in whole or part under this Contract. Americans with Disabilities Act 4 ~ The PERFORMING PARTY shall comply with all applicable requirements of the Americans with Disabilities Act of ] 990. 42 C.s.c. ~ 12131 et seq., as well as state and federal statutes relating to nondiscrimination which Illclude. hut are not limited to. those listed in the Uniform Grant Management Standards. Materials & Equipment 4.x Unless otherwise specified in the Contract Documents, PERFORMING PARTY shall furnish and assume full responsibilit) for all materials, equipment, labor, transportation, tools, appliances, fuel, power, light, heat, telephone, water. sanitary facilities, temporary facilities and all other facilities and incidentals necessary for the furnishing. performance, testing, start-up and completion of the Work. 16 cC ;, All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract Documents All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned In accordance with instructions of the applicable Supplier, except as otherwise provided in the Contract Documents Title to and Management of Equipment 4. i () Subject to the obligations and conditions set forth in the Contract Documents, title to all equipment acquired under this Contract shall vest, upon acquisition or construction, in the PERFORMING PARTY 4. I The PERFORMING PARTY agrees to conduct physical property inventories, to maintain property records and necessary control procedures, and to provide adequate maintenance with respect to all equipment acquired under this Contract. 4.:': The PERFORMINC; PARTY may develop and use its own property management system in conformance with all applicable State and local laws, rules and regulations. If an adequate system for accounting for personal property owned by the PERFORMING PARTY or its subcontractor is not in place or currently in use, the PERFORMING PARTY shall contact the State of Texas Comptroller of Public Accounts and request The State Property Accounting User's Guide (#96-418) and The State Property Accounting Class Code List. The PERFORMING PARTY agrees to use these as guides for establishing a property management system. 4.1 .~ PERFORMING PART), agrees to maintain property records that include a description of the property, a serial number or other identification number, the source of property, who holds title, the acquiSition date, and the cost of the property, percentage of federal participation in the cost of the property, the location, use and condition of the property, and any ultimate disposition data including the dalt' of disposal and sale price of the property. 4.14 A phYSical inventory of all equipment acquired or replaced with funds provided under this Contract having an initial purchase price of One Thousand Dollars ($1,000) or more, shall be conducted no less frequently than once every two (2) years and the results of such inventories reconciled with the appropriate property records. Property control procedures utilized by the PERFORMING PARTY shall include adequate safeguards to prevent Joss, damage, or theft of the acquired property. Any loss. damage or theft shall be investigated. The PERFORMING PARTY agrees to develop and carry out a program of property maintenance as necessary to keep both originally acquired and any replaced property in good condition, and to utilize proper sales procedures to ensure the highest possible return, in the event such equipment is sold. 4 I" Use of Equipment AcqUIred with Funds Provided Under this Agreement. 4 1." 1 Equipment shall he used hy the PERFORMING PARTY or subgrantee in the program or project for which it was acquired as long as needed, whether or not the project or program continues to he supported hy state funds. When no longer needed for the original program or proJect, the equipment may he used in other acti vities currently or previously supported hy a federal or state af'ency. 4.152 The PERFORMING PARTY or subgrantee shall also make equipment available for use on other projects or programs currently or previously supported by the federal or state government, providing such use will not interfere with the Work on the projects or program for which it was originally acquired. First preference for other use shall be given to other programs or proJects supported hy the awarding agency. 17 -+ 1"\.3 When acqUiring replacement equipment, the PERFORMING PARTY or subgrantee may use the equipment to be replaced as a trade-in or sell the property and use the proceeds to ,lffset the co"t 01 the replacement property, subject to the approval of the awarding agency, -I ]" DISposlllon of Equlpme01 Acquired with Funds Provided Under this Agreement When original or replacement equipment i~ no longer needed for the original project or program or for other activities current]v or previouslv supported hy a federal or state agency, disposition of the equipment may be made as foil 0\\ " 4. 16 I. Equipment with a current per-unit fair market value of less than $1,000 may be retained, sold <lr otherwise disposed of with no further obligation to the TCEQ. Methods used to determine per unit fair market value must he documented. kept on file and made available to the TCEQ upon request 4.16.2. Equipment with a current per-unit fair market value of $1 ,000 or more must be disposed of as rollow~: -116.2.1 prior to the termination date of this Agreement, the PERFORMING PARTY and subgrantees must notify the TCEQ. TCEQ may require the PERFORMING PARTY or subgrantee to transfer title and possession to sllch equipment to the TCEQ or a third party named by the TCEQ or may alternatively authorize disposition by sale, transfer or in another manner. -J.l6.2.2 il. within six years of the initiation date of the Agreement, equipment is sold OJ transferred. the PERFORMING PARTY must remit to TCEQ a share of the proceeds from such sale, provided the fair market, per-unit value of the property at the time of the sale is in excess of one thousand dollars ($1,000). The TCEQ's share of the sale proceeds shall be the same percentage as was the funding provided under this Agreement that enabled the original purchase in question. -I - The PERFORMING PARTY shall not grant or allow to a third party a security interest in any original or replacement equipment purchased or constructed with funds made available to PERFORMING PARTY under this Contract. 4 1:-; The PERFORMING PARTY agrees that. IJl the event any funds provided under this Contract are in turn awarded to any subgrantee for the purchase or acquisition of any equipment by such other party, the PERFORMING PARTY's contract with that subgrantee shall include the requirements set forth in these General Conditions. 4.1 (l In accordance with the UtlMS, the PERFORMING PARTY must submit an inventory of all state- owned property las distinct from property acquired with grant funds) for which it is accountable and request disposition instructions from the TCEQ of property no longer needed. Substitutes and "or-Equal" Items 4.20 Whene\t~r an item of material or equipment is specified or described in the Contract Documents by using the name of a propnetary item or the name of a particular Supplier, the specification or description is intended to establish the type. function and quality required. Unless the specification or description contains or is 101l0\ved by words reading that no like, equivalent or "or-equal" item or no 18 substitut ion is permitted, other items of material or equipment of other Suppliers may be accepted by TCFQ, 4, ~ Substitllle Methods or Procedures: If a specific means, method, technique, sequence or procedure is shown pr indicated in and expressly required by the Contract Documents, PERFORMING PARTY may furnIsh or utilize a substitute means, method, technique, sequence or procedure acceptable to TCEQ. PERFORMING PARTY shall submit sufficient information to allow TCEQ, in TCEQ's sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents Concerning Subcontractors, Suppliers and Others 4,2':: All contractual expenditures reimbursed with funds provided under this Agreement shall meet all procurement laws and regulations applicable to PERFORMING PARTY and subcontractor and the UGCMA and the UGMS, Note that competitive bidding will generally be required for contracts with entities ,)ther than local gllvernments and state and federal agencies. Note also that the Common Rule of OMB Circular A-I 02, as adopted in the UGMS. precludes the use of the cost plus a percentage of cost method of contracting 4); The PERfORMING PARTY shall forward any proposed subagreement providing for the performance of services under this Agreement to the TCEQ prior to execution of the subagreement. Neither the TCEQ' s failure to question a subagreement nor its subsequent withdrawal of any questions raised regarding a subagreement shall in any way imply the TCEQ's approval of the subagreement's purpose or method of procurement of the subagreement. Further, the terms of this prOVision do not in any way restrict the TCEQ's rights under this Agreement to subsequently refuse reimbursement for expenses incurred pursuant to the subagreement. The PERFORMING PARTY may require a bid bond to protect the local and state interests by assuring that a bidder will, upon acceptance, execute all required contractual documents within the time period specified. 4.2..) No employee. officer or agent of the PERFORMING PARTY shall participate in selection, or in the award or administration of a subgrant or subcontract supported by funds of this Agreement if a conflict of interest, real or apparent, would be involved Such a conflict arises when: 4,24 I, The employee. officer or agent, 4.24,2. Any member of hIS immediate family. 4,24h-;' His or her partneL or 4.244,'\n organization which employs, or IS about to employ any of the above, has financial or other interest in the suhcontractor selected. The officers, employees or agents will neither solicit nor accept gratuities. favors or anything of monetary value from contractors, potential contractors, or parties to Subcontracts, To the extent permitted by State or local law or regulations, such standards of conduct will provide for penalties, sanctions, or other disciplinary actions for violations of such standards by the PERFORMING PARTY officers, employees, or agents, or by contractors or their agents See UGMS Part III, Subpart C. Sec,_,36(3). 4 "," The PERFORMING PARTY shall be responsible for the management and fiscal monitoring of all subcontractors and subgrantees The PERFORMING PARTY shall monitor its subcontractors and suhgrantees to ensure that the subcontractors and subgrantees are operating consistently with applicable laws and regulations. applicable contracting policies, and these Contract Documents. The PERFORMING PARTY shall ensure that all subcontractors and subgrantees comply with all record keeping and acce'iS requirements set forth in these Contract Documents. The TCEQ reserves the 19 fight to perform an independent audit of all subcontractors and subgrantees. PERFORMING PARTY, subcontractors and subgrantees shall maintain detailed records. 4,?h Funds provided by the TCEQ pursuant to this Agreement that are paid to the subcontractor shall be used by the subcontractor solely to satisfy the purposes of the Agreement. Procurements 4.? All purchases and procurements by the PERFORMING PARTY of goods and/or services including contractual agreements for services utilizing funds of this Agreement shall be conducted in a manner providing full and open competition in accordance with Subpart C, Sec._.36, Subsections (b) through Ii) of Part III ofl'GMS 4.?k RESERVED 4.?9 All subgrants awarded by the PERFORMING PARTY under this Agreement shall be in accordance with the requirements of Chapter 2261 Texas Government Code and Part III Subpart C, Sec._.37, Subsection (b) of UGMS. as applicable. Historically Underutilized Businesses (HUBs) 4. ~() PERFORMING PARTY agrees that qualified HUBs shall have the maximum practicable opportunity to participate in the performance of the Work. 4.~ PERFORMING PARTY'~ failure to comply with this Article shall be grounds for rejection of requesb for payment and for termination for cause in accordance with the Article entitled, "Termination." Intellectual Property Requirements 4. E Intellectual Property 432,1. Royalties and Patent Fees. PERFORMING PARTY shall pay all license fees and royalties and assume al I costs incident to the use or possession in the performance of the Work or the Illcorporation in the Work of any Intellectual Property. 432.2. Disclosure of Intellectual Property Produced during the Work. PERFORMING PARTY shall promptly notify TCEQ of all Intellectual Property which PERFORMING PARTY or PERFORMING PARTY's employees, subcontractors, or subcontractor's employees may eroduce. either solely or jointly with others, during the course of the Work. In addition, PERFORMING PARTY shall promptly notify TCEQ of all Intellectual Property to which PERFORMING PARTY may acquire rights in connection with the performance of the Work. -\ny notification under this paragraph shall contain sufficient technical detail to convey a ,'Iear understanding of the Intellectual Property. and shall identify any publication, sale, public use, or impending publication. Promptly upon request, PERFORMING PARTY shall supply such additional information as TCEQ may request. 4.~2~. If PERFORMINCl PARTY fails to protect any Intellectual Property Rights in the Intellectual Property Rights in the Intellectual Property produced in the course of performing the Work, 20 TCEQ shall have full authority to protect, assume and retain all Intellectual Property Rights In any and all sUlh Intellectual Property. 4324. PERFORMING PARTY agrees that PERFORMING PARTY, its agents, and its employees "hall not in any manner use, sell. distribute, disclose or otherwise communicate any portion of Intellectual propert) o\\.ned by or licensed to TCEQ, except in the course of performing the Work, unless PERFORMING PARTY has independent Intellectual Property Rights to "uch Intellectual Property 4 ,~2 S. Grant of LICense With respect to such Intellectual Property as is (i) incorporated in the Work (other than Intellectual Property for which TCEQ already possesses equal or greater Intellectual Property Rights by virtue of this Agreement or otherwise), (ii) produced by PERFORMING PARTY or PERFORMING PARTY's employees, subcontractors, or "ubcontractor's employees during the course of performing the Work, or (iii) specifically Identified in the Supplemental Conditions as Intellectual Property to which Intellectual Propert) Rights are granted pursuant to this paragraph, PERFORMING PARTY hereby grants to TCEQ (I) a nonexclusive, perpetuaL irrevocable, enterprise-wide license to reproduce, publish, or otherwise use such Intellectual Property and associated use documentation, and (il) a nonexclusive, perpetuaL irrevocable, enterprise-wide license to authorize others to reproduce. publish. or otherwise use such Intellectual Property for rCEQ' s purpose~. 4.32.6. Modification: Derivati ve Works. TCEQ shall have the right, at its own discretion, to mdependently modify any Intellectual Property to which license is granted herein for TCEQ's own purposes and use, through the services of its own employees or independent contractors. TCEQ shall own all Intellectual Property Rights to such modifications. PERFORMING PARTY shall not incorporate any such modifications into its Intellectual Propen) for distribution to third parties unless it first obtains a license from TCEQ. 4.,~2 7 PERFORMING PARTY shall comply with all Laws and Regulations relating to Intellectual Propeny. PERFORMING PARTY represents and warrants to TCEQ that PERFORMING PARTY will not mfringe any Intellectual Property Right of any third party. PERFORMING PARTY further represents and warrants to TCEQ that in the course of performing the Work it will not use or possess any Intellectual Property owned by a third party without paying any reqUIred royalty or patent fees. PERFORMING PARTY warrants that it has full title in and lwnership of the Intellectual Property and any enhancements, updates or other modifications, ,)1' that it has full power and authority to grant all licenses granted herein, and that such license use b) the TCEQ will m no way constitute an infringement or other violation of any Intellectual Property right of any third party. The PERFORMING PARTY warrants that it ..,hall have. throughout any applicable license term hereunder, free and clear title to, or the I'Ightto possess, lIse sell, transfer. assign, license, or sublicense, products that are licensed or provided hereunder to the TCEQ by PERFORMING PARTY. Except as permitted in the Contract Documents. PERFORMING PARTY shall not create or permit the creation of any lIen. encumbrance. or ..,ecurit) Interest in the Work or any part thereof, or any product I icensed or provided hereunder to TCEQ for \\ hich title has not yet passed to TCEQ, without the prior written consent ot' TCEQ PERFORMING PARTY represents and warrants to rCEQ that neither it nor any other company or individual performing the Work is under any ,'bligation to assign or gi \l' to an) third party an) Intellectual Property rights granted or .lSsigned to TCEQ. or reserved oy TCEQ, pursuant to the Contract Documents. Technology Access Clause 21 4 " PERFORMING PARTY expressly acknowledges that state funds may not be expended in connection with the purchase of an automated information system unless the system meets certain statutory requirements under sectiun 2] :'17.005 of the Government Code, relating to accessibility by persons with visual impairments. Accordingly, the PERFORMING PARTY represents and warrants to TCEQ that the techno log) provided to TCEQ for purchase is capable, either by virtue of features included within the technology or because it is readi I y adaptable by use with other technology, of ( I) prO\ idmg equi valent aCCL'SS for effecti ve use by both \ isual and nonvisual means; (2) presenting information, including prompts used for mteractive communications, in formats intended for nom isual use: and n) bemg integrated into network-. for obtaining, retrieving, and disseminating informatIOn used by indi\ iduals who are not blind or visually impaired. For purposes of this paragraph, the phrase ""equivalent access"' means a substantially similar ability to communicate with or make use of the technology. either directly by features incorporated within the technology or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Americam with Disabilities Act or similar state or federal laws. Examples of methods by which equivalent access may be provided include, but are not limited to, key hoard alternatives to mouse commands and other means of navigating graphical displays, and customlzable display appearance. 4 ~q The PERFORMING PARTY shall include provisions adequate to effectuate the purposes of this Article m all subcontracts under this Contract in the course of which Intellectual Property may be produced or acquired Subgrant Activities 43'; All subgrants awarded by the PERFORMING PARTY under this Agreement will be awarded on the basis of competitive applications and proposals when feasible. The applications and proposals will be evaluated utilizing criteria including cost comparison, probable quality of goods or services, and past performance and conformity with the requirements of the Contract Documents. Upon request, PERFORMING PARTY agrees to provide evidence to support the selection and award. 4.~(, Payments by PERFORMING PARTY to subgrantees will be solely for reimbursement of actual allowable costs utilizing the same standards and requirements as the reimbursement payments from TCEQ to PERFORMING PARTY set out in this Agreement. No subgrant will be made on a fixed- amount of cost reimbursement unless this method is specifically approved by the TCEQ based on supportmg evidence of proposed subgrantee' s actual costs. 4 ,-. , , All subgrant agreements must be in writing and must be approved by the TCEQ. The standards and requirements for reimbursements and standards for performance will be incorporated into the subgrant agreements as \\ell as other provisions required by this Agreement. Permits 4.~X Unless utherwise provided in the Contract Documents. PERFORMING PARTY shall obtain and pay for all construction permits and licenses. PERFORMING PARTY shall pay all charges of utility owners for connections to the Work, and PERFORMING PARTY shall pay all charges of such utility owners for capital costs rdated thereto sllch as plant investment fees. Laws and Regulations 4.3Ll PERFORMING PARTY shall give all notices and comply with all Laws and Regulations applicable to furnishing and performance of the Work. Except where otherwise expressly required by applicable Y) La\\~ and Regulatlon~. TCEQ shall not be responsible for monitoring PERFORMING PARTY's compliance with any La\'. s or Regulation~ 4.40 If PERFORMING PARTY performs any Work knowing or having reason to know that it is contrary to Laws or RegulatIons, PERFORMING PARTY shall bear all claims, costs, losses and damages caused hy. arising out of ()[ resulting therefrom. Uniform Grant and Contract Management Act 4.41 The provIsions of UGCMA and UGMS apply to this Agreement, all amendments thereto, and all subcontracts and subagreements. Compliance with the conditions and requirements contained therein I~ necessary for the satisfactory performance of the services and work required under this Agreement. Energy Efficiency Standards 4.4:' In performing the work funded pursuant to this contract, the PERFORMING PARTY shall follow standards and policies on energy efficiency which are contained in the Texas State Energy Conservation Plan issued in compliance with federal requirements. Taxes 4.4, Where applicable PERFORMING PARTY shall pay all sales, consumer, use and other similar taxes required to be paid by PERFORMING PARTY in accordance with the Laws and Regulations in connection with the \\ork required by this Agreement Records, Documents, Data, Access, and Audit 4.44 The PERFORMING PARTY shall maintain books. records, documents, and other evidence reasonably pertinent to performance of the Work and requirements of the Contract Documents, including the Agreement or amendments thereto. All financial records shall be maintained in accordance with generally accepted accounting principles, the Uniform Grant Management Standards and these Contract Documents. The PERFORMING PARTY shall also maintain the financial information and data used in the preparation or support of any request for reimbursement (direct and indirect!. price or profit analYSIS for this Agreement or any subagreement or subcontract and a copy of any cost information 01 analysis submitted to the TCEQ. The TCEQ, Texas State Auditor's Office. or any of their authorized representatives shall have access to all such books, records, documents and other evidence for the purpose of review, inspection. audit. excerpts, transcriptions and/or copying during normal business hours. The PERFORMING PARTY shall provide proper facilitie, for such access and inspection. 4.4< The PERFORMING PARTY agrees that all record keeping and access requirements shall be applicable to all subcontrilcts and subagreements. 4.46 The PERFORMING PARTY agrees to the disclosure of all information and reports resulting from access to records under thiS Agreement. 4.4 - Records created or required under this Agreement shall be maintained by the PERFORMING PARTY during performance of Work under this Agreement. and for three (3) years after final payments. final expenditure reports and all other pending matters are closed. If any litigation, claim, 23 negotiatIOn, audl\' cost recovery, or other action (including actions concerning costs of items to which an audit exception has been taken) involving such records has been started before the exp]ratlon of the three year period. such records must be retained until completion of the action or resolutIon of all issues which arise from it. or until the end of the regular three year period, whiche\cr is later 4.4:-. ACCeSS to records is not It mited to the required retention periods. The entities designated for access or records in this Article shall have access to records at any reasonable time for as long as the records are maintained 4.49 This right-of-access article applies to financial records pertaining to this Agreement and all subagreements and amendments. In addition, this right of access article applies to all records pertaining to this Agreement and all subagreements and amendments: 4.491. to the extent the records pertaIn reasonably to Agreement or subcontract performance; 4.492. ]f there ]S any indIcation that fraud, gross abuse, or corrupt practices may be involved; or 4.493. II the Agreement or subcontract IS terminated for default or for convenience. Data and Publicity 4.50 All data and other information developed under this Agreement shall be furnished to the TCEQ and shall be public data and information except to the extent that it is exempted from public access by the Texas Public Information Act, TEX. GOY'T CODE ~ 552 ("Act"). Upon termination of this Agreement, all copies of data and information shall be furnished, at no charge to the TCEQ, upon reques\' to include data bases prepared using funds provided under this Agreement, and become the property of the TCEQ. Except as otherWIse provided by these Contract Documents or the Act, the PERFORMING PARTY ..,hall not provide data generated or otherwise obtained in the performance of it'> re..,ponsibilities under this Contract to any party other than the State of Texas and its authorized agents. 4.5 The PERFORMING PARTY agrees to notify and obtain the verbal approval of TCEQ prior to releasing any information to the news media regarding the activities being conducted under this Agreement. Safety and Protection 4,';:' Where applicable. PERFORMING PARTY shall be responsible for requiring subcontractors and subgrantees to maintaIn and supervise all necessary safety precautions and programs in connection with the Work. PERFORMING PARTY shall take a]1 necessary safety precautions. Independent Contractor 4.5, In performing any services hereunder. the PERFORMING PARTY is, and undertakes performance as. an independent contraLtor. 24 Lobbying ,4ctivities 4, 'i-r As set lorth in these Contract Documents. and in accordance with the Uniform Grant Management Standards. and State law. PERFORMING PARTY shall not support political activity either directly or indirectly with funds provided pursuant to this contract. Accounting Systems 4. 'i" The PERFORMING PARTY shall have an accounting system which accounts for costs in accordance with generally accepted accounting standards or principles and complies with applicable State law. regulations. and policies relating to accounting standards or principles. The PERFORMING PARTY agrees to account for costs in a manner consistent with such standards or principles, This system shall provide for the identification. accumulation, and segregation of allowable and unallowable project costs among projects. Independent Financial Audit 4.56 The PERFORMING PARTY shall engage an independent financial auditor and conduct an annual audit of the PERFORMING PARTY'S financial statements in accordance with the Single Audit provisions of UGMS and 456 I. ~1I terms used in ,:onnection with audits in this Agreement shall have the definitions and meanings assigned in the Single Audit Circular in UGMS. 4.56.2. Provisions of the Single Audit Circular in Part IV of UGMS shall apply to all governmental entities. except state agencies. expending the funds of this grant, whether they are recipients, receiving the funds directly from the TCEQ, or are subrecipients, receiving the funds from a pass-through entity (a recipient or another subrecipient). In addition, the PERFORMING PARTY shall require the independent auditor to supply all audit work papers substantiating the work performed, at the request of the TCEQ or its designee. Exceptions in Audit 4.:'\- TCEQ is required to take action on exceptions noted an audit of PERFORMING PARTY's financial records. Therefore. PERFORMING PARTY agrees to submit to TCEQ a copy of the report any audit conducted of the PERFORMING PARTY's financial records within twenty (20) days of receipt of PERFORMING PARTY's receipt of an audit report At the same time, PERFORMING PARTY will also provide a statement contaming an explanation of the conditions giving rise to each exception in the audit report as well as a plan for correction of any significant deficiencies in PERFORMING PARTY"_ operations or contract performance. TCEQ may approve the statement or reject as insufficient. At the option of the TCEQ, the PERFORMING PARTY may revise and resubmit If the statement IS initially or subsequently rejected by the TCEQ with no further opportunity to revise. the TCEQ may suspend payments or may terminate the contract for cause and may undertake any other rl'medies or sanctions provided under this contract. Hazardous Substances, Waste Disposal and Man(fests 4.5x PERFORMING PARTY, '..ubcontractors and subgrantees must comply with all applicable Laws and Regulations in handling hazardom substances, waste disposal and waste manifests. 25 Conflict of Interest 4<.,q PERFORMING PARTY shall notIfy TCEQ immediately upon discovery of any potential or actual conflict of interest. PERFORMING PARTY agrees that TCEQ has sole discretion to determine whethel a contlict aists cmd that TCEQ may terminate the Agreement at any time, on the grounds of actual or apparent contlic1 of interest. 459 1.'Votice ot Conflict (~nl/terest: The PERFORMING PARTY shall notify the TCEQ in writing of any actual. apparent, or potential contlict of interest regarding any individual performing ,ll having access \0 information regarding the Work. As applicable, the notification shall II1clude both organizational contlicts of interest and personal contlicts of interest. Any II1dividual with a personal contlict of interest shall be disqualified from taking part in any way in the performance of any work that created the contlict of interest. Survival of Obligations 4.60 All representatIons, indemnifications, warranties and guarantees made in, required by or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion and acceptance of the Work and termination or completion of the Agreement. Debarment 4.6! PERFORMING PARTY will inform TCEQ immediately in writing if PERFORMING PARTY or any subcontractor or subgrantee is debarred by any agency of the State of Texas, or federal government from receiving procurements, contracts for goods or services, reimbursement contracts or grants ARTICLE 5. TCEQ'S RESPONSIBILITIES 5.1 The Executive Director of the TCEQ will identify a person authorized to give direction to the PERFORMING PARTY, and act on behalf of the TCEQ. The person designated as the TCEQ Authorized Representati\t:~ is identified in the Agreement. 5.2 The Executive Director of the TCEQ hereby authorizes such identified person to further delegate his or her authorit) as necessary. including a delegation of authority to a TCEQ employee. 5. ~ TCEQ shall furnish any data required of TCEQ under the Contract Documents promptly and shall make paymenh to PERFORMING PARTY pursuant to the Contract Documents. 5.~ The Contract Documents. UGMS. and state law contain provisions that provide for application of sanctions. and withholding of payment as \vell as suspension and termination of the Agreement by the TCLQ. 5. ~ The TCEQ shall not supervise. direct or have control or authority over, nor be responsible for, PERFORMING PARTY's means, methods. techniques, sequences or procedures of performing the Work or the Safety precautions and programs incident thereto, or for any failure of PERFORMING PARTY to comply with Laws and Regulations applicable to the furnishing or performance of the 26 Work. rCEQ will not be responsible for PERFORMING PARTY's failure to perform or furnish the Work ill accordance with the Contract Documents ARTICLE 6. CHANGES IN THE WORK 6. I The Executive Director of the TCEQ, or his Project Representative may, at any time, by written notification to the PERFORMING PARTY. make changes to the scope of this Agreement or in the servlce~ or work to be performed. If such changes cause an increase or decrease in the PERFORMING PARTY\ cost of. or time required for. performance of any services under this Agreement, whether or not changed by an order, an equitable adjustment shall be made and this Agreement shall be modified in writing accordingly. Any claim of the PERFORMING PARTY for adjustment under this clause must be asserted in writing within thirty (30) days after the date of receipt hy the PERFORMING PARTY of the notification of change, unless the Executive Director of the TCFQ or his Project Representative grants a further period of time before the date of final payment under thiS Contract. 6.2 A Major Change w1l1 Include one or more of the following: 6.2.1 an increase or decrease in the amount of compensation to the PERFORMING PARTY; 6.2.2 ,m extenslOn or shortening of the term of the Agreement; 62.:' it significant change in the scope of the Agreement or the services to be performed; or 6.2.4 any actlOn that is beyond the authority of the Executive Director or the Project Representative of the TCEQ. 6.1 Implementation of a Major Change must be preceded by a formal written amendment to the Agreement. Requests for an Amendment must be in writing and be submitted to the TCEQ Project Representative prior to imtiating changes. The amendment must contain a description of the proposed change. The amendment must be signed by persons authorized to bind each party in contract Any amendment that will exceed the contractual authority of the Executive Director of the TCEQ also requires the consent. at Agenda. of a majority of Commissioners of the TCEQ. 6,4 Any proposed change that IS not a Major Change may qualify as a Minor Change. In addition, a delay or change in the Work resulting from inclement weather will be treated as a Minor Change. A Minor Change ~hall require the written agreement of hoth Project Representatives, but does not require d formal amendment to the Agreement. At his or her discretion, the Project Representative of the TCEQ may require the PERFORMING PART'{ to submit a written request for the change and a deSCription of the activity l)f action proposed, or may give the PERFORMING PARTY verbal approval for the change. In either case. no authorization shall be effective unless it is followed by a letter from the Project Representati ve of the TCEQ ratifying the authorization. A copy of the letter must be retained in the appropriate file of hoth the PERFORMING PARTY and the TCEQ. 6.~ If the PERFORMING PARTY requests a Minor Change and the Project Representative of the TCEQ does not approve the request as a Minor Change, then the change shall be deemed a Major Change and the PERFORMING P\RTY may only obtain authorization to proceed in accordance with Section h) of th i s .\rtIcle 27 o( Changes to the Contract Cost Budget must be pre-approved in writing by the TCEQ. Applicable cost pnnciples and Article 7 of these General Conditions contain additional requirements for prior apprO\ <II of certain t: pes of costs and apply to all grants and subgrants. o An: request shall be III '^ riting to TCEQ and TCEQ shall promptly review and approve or disapprove the request in writing Waiver 6 x Unless authorized in accnrdance with these Contract Documents (relating to Changes), or in writing by the TCEQ, no waiver of any obligation of the PERFORMING PARTY under this Contract shall bind tht:' TCEQ. Furthermore, unless specified in the written authorization, the authorized waiver by the TCEQ of such obligation shall not constitute a continuing waiver of the obligation. No waiver by the TCEQ Executi ve Director shall constitute a waiver of the TCEQ's subsequent right to demand and receive performance within a reasonable time to be specified by the TCEQ, in accordance with all provisions nf this Contract ARTICLE 7. REIMBURSEMENT OF COSTS AND THE PAYMENT PROCESS Payment is made for costs which are allowable and eligible for reimbursement 7 ! TCEQ wilJ reimburse PERFORMING PARTY'S actual incurred costs of performance which are BOTH I) allowable and 2) eligible for reimbursement. Allowable Cost.\ 7 2 A cost IS allowable if it is within a category authorized by the Contract Documents and other rules, regulatIons, policies, guidelines. and statutes applicable to this Agreement including without limitation: 7 2.1. 4pprOl'ed Work Plan Budr,et of the Contract Documents (pertaining to authorized cost expenditures for rhis Agreement): 72.2. Uniform Grant Management Standards WGMS) promulgated by the office of the Governor of Texas (pertaining to allowable eosts for local governments); 7 2,~. Appropriations Act of the 79111 Texas Legislature Article VI. (pertaining to appropriation of funds to TCEQ for grants, etc I: 72.4 Appropriations Act of the 79111 Texas Legislature Article IX.. Section 6.27 (pertaining to grants by state agencies): 7!"' ('lhapter 791 Texas Government Code (pertaining to contracts with Local Governments); 72.h Chapter 2261 Te\as Government Code (pertaining to cost reimbursement contracts); 28 7.2. -, C~hapter 391 L,ocal Government (~ode and implementation rules and of the Governors office of Budget and Planning (pertaining to costs for entities defined as Councils of Government, i,'[CI: 7.2.X '\ppropriations Ad of the 79th Texas Legislature Article IX. Part 5 and Article IX., Section 0.13 (pertaining to travel costs and other costs for entities defined in Local Government Code Chapter 391 as counci'" of government, etc.): 7 2.9 rCEQ Allowable Expenditure Guidelines (pertaining to allowable costs for cost reimbursement contracts and grants); 72.10. rCEQ rules and policies (pertaimng to TCEQ contracts and grants); 72. I I. Other applicable State rules and statutes; 72.] 2. Federal regulations of EPA and other agencies and federal statutes (pertaining to allowable costs where grant fund" are from a federal source). Eligible Costs 7.~ A cost i" eligible for reimbursement when the PERFORMING PARTY has complied with the conditions/requirements specific to the Contract Documents. The requirements generally relate to the following: 7.3.] performing the Wtlrk as specified. 71,.2 i,'onducting subcontract activities as specified: 7.3.3 L'onducting subgrant actIvities as specified: 7.1,.4 conducting admimstrative activities as specified: 7.1,.5 maintaining finanL'ial and administrative records and documentation; 7.3.6. "ubmitting documents as specified and also upon request of TCEQ. Approved Work Plan Budget 7,4 The PERFORMING PARTY is responsible, throughout the term of this Agreement, for tracking and insuring that costs remain within the various budgeted cost categories described in the approved Work Plane S). 7.5 In additIon to other requirements for allowable costs, PERFORMING PARTY'S costs must be incurred for those categories of costs and in the amounts described in the TCEQ-approved Work Plans contained in the Contract Documents. The provisions of UGMS will be utilized to determine when costs are considered to be incurred. The approved Work Plans may be amended only by written agreement of the TCEQ and in accordance with these Contract Documents. PERFORMING PARTY may. without amendment. transfer the amount of funds between the direct cost categories so 29 long as TCEQ's written approval IS secured when cumulative transfers among the categories exceed ten percent of the Total Budgeted Costs amount of each Work Plan. The Payment Procedures Process 76 Requests for Payment 76. I . All requests for reimbursement under this Agreement shall be submitted in accordance with the requirements set forth in the Contract Documents. 76..2. In order to obtain reimbursement for those costs authorized under this Agreement, the PERFORMING PARTY, shall submit a fully completed and legible Invoice requesting payment, a TCEQ Financial Status Report (FSR or Form 269a), any required TCEQ Supplemental Financial Status Report forms (Supplemental FSR or Supplemental Form 269a) and a HUB Progress Assessment Report Form (PAR form), 7.6.3. All Financial Status Reports (including required TCEQ Supplemental Financial Status Report forms) shall contain sufficient identification of, and information concerning, the costs IOcurred so as to enable TCEQ to ascertain the allowability and eligibility of a particular .,'ost and to enable subsequent audit thereof. 76.4. Each filed TCEQ Financial Status Report shall indicate, for each budget sub-category the PERFORMING PARTY'S project costs for the period in question, the cumulative expenditures with respect to each budget sub-category, and the balance remaining in each budget sub-category following reimbursement of the amount being requested. A Financial Status Report is required for each reporting period even if no costs were incurred during the reporting period. PERFORMING PARTY will also submit any supporting documentation required or reque,ted hy TCEQ in order to support the assertions in the invoice, 7 6.) The PERFORMING PARTY shall not submit payment requests (FSRs and Invoices) any ,ooner than fifteen ( 15) days following the submission to the TCEQ of a deliverable in order to allow TCEQ staff a reasonable period to review the work product prior to receiving the payment request. The reporting periods covered by Financial Status Reports and the frequency with which requests for payment may be made are described in the Contract Cost Budget of the Contract Documents. 7.'7 Costs to be Itemized on Supplemental Form 269a-J, 7.7. I -\11 requests for reImbursement of costs that fall within either the "Equipment" or "Contractual"' categories of the Contract Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-I, The requests shall be identified vvith respect to the major tasks or objecti ves set forth in the Scope of Work that such L'xpenditures support or satisfy. When a single expenditure supports or satisfies more than ..me task or objective, the PERFORMING PARTY need not break down that particular L'xpenditure by spL'cific contract task or objective but may simply identify, in relative cost order, the various tasks or nbjecti ves supported In addition, when requested by TCEQ, the PERFORMING PARTY shall attach, for each reimbursable cost listed on Supplemental h)rm 269a-I, legible documentation that ( I ) serves to further identify the specific piece of equipment recei'il'd or the services provided, (.2) clearly identifies the vendor or ,-ubcontractor wh(l prO\ided the equipment or services, and (3) that confirms the reimbursable amount listed on the form. In the case of equipment purchases, the attached documentation shall be either a purchase order marked "received/paid" or a vendor- 30 i 7' l [._. 7 ..., , , .,i 77.4 ~ubmitted Invoice similarly marked. In the case of subgrantee/subcontractor provided ~ervices, the documentation shall consist of a dated invoice that shows the amount billed to the PERFORMING PARTY and any "past due" amount from previous invoices. .\11 requests under this Agreement for the reimbursement of costs that fall within the 'Construction" category of the Contract Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-2 and identified with respect to the major tasks or obJectives. ~et forth in the Scope of' Work of this Contract, that such ex.penditures support or satisfy. [n addition, when requested by TCEQ, the PERFORMING PARTY shall attach, for each reimbursable cost listed on Supplemental Form 269a-2, legible documentation that ( 1 ) ~erves to further identify the specific cost, (2) clearly identifies the \endor or subcontractor who provided the construction related materials or services, and (3) that confirms the reimbursable amount listed on the form. The attached documentation shall he either a purchase order marked "received/paid" or an invoice similarly marked. In the .:ase of subcontractor proVIded construction services, the documentation shall consist of a dated invoice that shows the amount billed to the PERFORMING PARTY and any "past due" amount from previous inVOIces. .\11 requests fur the rei mbursement of expenditures that fall within either the "Supply" or "Other" categories of the Contract Cost Budget shall be itemized by the PERFORMING PARTY on Supplementa[ Form 269a-3 and identified with respect to the major tasks or objectives, identified in the Scope of Work that such expenditures support or satisfy. When a single expenditure supports ur satisfies more than one task or objective, the PERFORMING PARTY need not breakdown that particular expenditure by specific contract task or objective hut may simply identify, in relative cost order, the various tasks or clbjectives supported. In addition, when requested by TCEQ, for any single-listed item or ,ervice costing more than 5500, the PERFORMING PARTY shall attach, for each reimbursable cost listed on Supplemental Form 269a-3, legible documentation that (I) serves to further identify the speCIfic items or services. (2) clearly identifies the vendor or ,ubcontractor who prcn ided the items or services. and (3) that confirms the reimbursable clmount listed on the form. Although issued purchase orders and/or invoices marked "received/paid" represent the preferred types of documentation for purposes of this section, the PERFORMING PARTY may substitute/attach other records or documents that provide the same type of Illformation. The PERFORMING PARTY shall not intentionally break up ,ingle orders of identical or simi lar items, materials or supplies simply for the purpose of d\oiding the above requirement to provide confirming documentation when submitting reimbursement re4uests to the TCEQ. The TCEQ will not reimburse PERFORMING PARTY for expenses related to the use of a cell phone or digital pager, except for a maximum of $40.UO per month cell phone allowance for the PERFORMING PARTY's named project representatives WIth their obligations.. \.11 requests for reImbursement of expenditures that fall within either the "Personnel/Salary" \ if "Travel" categories of the Contract Cost Budget, shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-4 and identified with respect to the major tasks or ubjectives. set forth in the Smpe of Work of this Agreement. that such expenditures support \lr satisfy. When a single expenditure supports or satisfies more than one task or objective, the PERFORMING PARTY need not breakdovvn that particular expenditure by specific ,ontract task Of obJective hut may simply identify. in relative cost order, the various tasks or dbjectives supported. Although no supporting documentation is required to be attached to Supplemental Form 269a-4 with respect to reported "Personnel/Salary" expenditures in order '0 receive reimbur,ement, the PERFORMING PARTY is expected to maintain signed time ,heets that can sefVe to venfy the totaL overall hours of staff time being directly billed to i his Contract. Wit h respect to employee travel. when requested by TCEQ all costs listed on inrm 2h9a-4 must he supported hv attached documentation that identifies the name of the 31 traveler( s L and that substantiates the reported reimbursable costs. Documentation, for the purpose of substantiatIng travel-related costs. includes the following: (I) legible copies of PERFORMING PARTY -approved travel vouchers, signed by the employees who traveled, and (2) for travel-related expenses borne directly by the PERFORMING PARTY (and thus for which reimbursement by the PERFORMING PARTY to the traveler was not required) direct, separate receipts shOWIng. at a minimum. the traveler's name, the travel location, and the travel date(s) An: reimbursement for travel requested by the PERFORMING PARTY is ~ubject to the limitations contained in General Appropriations Act of the 79th Texas L.egislature at ArllcJe IX.. Part 'i, Travel by volunteers will not be reimbursed. 7 I< The PERFORML"\iG PARTY must. make a good faith effort to include Historically Underutilized Busll1esses (HUBs) in the subcontracts supported by funds under this Agreement. Cost Provisions Applying to entities defined as Regional Planning Commissions and Councils of Government or which agree to applicability as though they are Regional Planning Commissions 7 ' .'1 The proVisions of this Paragraph and Subparagraphs apply to a PERFORMING PARTY, Subgrantees and other Recipients of the funds under this Grant Agreement which is defined as a "Regional Planning CommissIOn" as in Chapter 391 of the Texas Local Government Code, which includes, among others, a Council nf Government. In the event of conflict with other provisions of the Contract Documents. the provisions of this '\rticle prevail. 79.1 PERFORMING PARTY will comply with all requirements and rules adopted by the Office uf the Governor of Texas pursuant to Section 391.009 Texas Local Government Code relating to the operation and oversight of Regional Planning Commissions. These rules are due for adoption ,m or about January 1.2000. If those rules conflict with provisions of the Contract Documents. the rules will prevail. 7.9.2 PERFORMING PARTY will comply with the requirement of Chapter 391 Texas Local Government Code by adopting competitive procurement methods equivalent to Chapter 252 r exas Local Government Code for the purchase of all goods and services. PERFORMING PARTY wil] notify the TCEQ upon adoption of these methods. 793 PERFORMING PARTY will comply with all other requirements of Chapter 391 Texas Local Government. Code with special attention to the following restrictions on the use of funds provided under this contract: "79.31 Contract' with or employment of lobbvists '.9.3.2 Lobbying acti\ities by employees 79.3.3 '\UlO allowance of members of the go\erning body ; 9.3.4 Travel rellnbursements at the state rate :9.3.5 Alcoholic beverages and entertainment 7.9.3.6. Indirect cost rate limited to 15% of total direct expenditures excluding certain items in accordance with Chapter 391 rules of the Office of the Governor 32 79.3.7 ClassIfication ~alary schedules and appropriate exempt positions. TCEQ Review of' Requests for Payment 7 ] II In accordance with UGMS all payments by TCEQ to PERFORMING PARTY must be based on reimbur~ement of PERFORMING PARTY's actual costs incurred in performing the Work. 7 1 TCEQ wdl reVlew the request for payment and approve or reject it within a reasonable time. TCEQ is not obligated to make payment until the request for reimbursement is approved by TCEQ. 7 1= Upon request of TCEQ, PERFORMING PARTY will provide any documentation necessary to support the allowability and eligibility of the costs. TCEQ may reject request for payment and an invoice pending receipt of the requested documentation. 7 ] ; If a request for payment does not satisfactorily demonstrate the accomplishment of the required tasks, or that costs are allowable. eligible, actual and incurred costs, the TCEQ will reject the request, including the invoice and voucher, until such time as the deficiencies have been corrected. PERFORMING PARTY must make any revisions or provide any documentation required by the TCEQ. 7.14 The TCEQ may also reject a request for payment or suspend payment for any incomplete, inconsistent or incorrect services or reports as required by this Agreement until the PERFORMING PARTY satisfactorily completes, revises, or corrects such services or reports. Payment by TCEQ of a request for payment does not constitute acceptance by TCEQ of any deliverable. 7.]"' Notwithstanding any approval of request for payment, any funds received by the PERFORMING P ARTY in excess of actual costs must be returned to the TCEQ prior to the termination of the Agreement. 7. ] h Failure on the part of the PERFORMING PARTY to comply with the conditions set forth in the Contract Documents may be grounds for withholding funds and for termination of this Agreement for cause and revocation of any unexpended funds. Nothing in this Article shall be construed to prevent the TCEQ or the PERFORMING PARTY from exercising any of its rights under this Agreement including but not limited to those relating to Termination and Remedies. Contractual Costs 7.1- PERFORMING PARTY", contractual costs must comply with allowable costs requirements of the Contract Documents and must be incurred pursuant to a written contractual agreement between PERFORMING PARTY and a vendor providing goods or services (or a subgrantee). 7.1 x PERFORMING PARTY must engage in contractor selection on a competitive basis in accordance with Its established policies. If PERFORMING PARTY has no competitive procurement policy or is a private entity. PERFORMING PARTY must generally select contractors by evaluation and comparison of price, qualify of goods or services and past performance. Comparison of Performing Party's Costs 7. III In accordance with Section 22:'\9 .203 Texas Government Code, the TCEQ is required to perform a comparison of costs reimoursed under this Agreement. PERFORMING PARTY will provide a 33 report to verify that its co"ts 01 performance are reasonably comparable to prices generally charged for sImIlar goods or "l'rvi,'es. Duplication of Effort Prohibited 7 .20 In additIon to the funds provided to PERFORMING PARTY under this Grant Agreement, the TCEQ and other entities may provide funds to PERFORMING PARTY under a separate Grant Agreement so that funds of two or more grants are being provided to a single activity of the PERFORMING PARTY PERFORMING PARTY must monitor all activities to ensure that the grant funds complement one another ,md do not result in double payments for the same activity. 7.2 i TCEQ may reject a request for payment where PERFORMING PARTY submits an invoice and/or Financial Status Report more than sixty (60) days after the termination date of this Agreement.. Fixed-Amount Cost Reimbursement 7.2:: If thi s contract utilizes a pre-determined fixed-amount of reimbursement (only if authorized in the Contract Costs Budget), this amount is determined on the basis of an estimate of PERFORMING PARTY's actual costs of performing one or more of the following: l) specified service(s) (tasks); or 2) speCified service(s) (tasks) during a specified time period; or 3) providing specified good(s), or product PERFORMING PARTY has provided the estimate of costs in its Funding Application for this grant The TCEQ relies on the accuracy of that estimate to determine the fixed-amount of reImbursement. PERFORMING PARTY will provide supporting evidence to establish the accuracy of its estimate of actual costs. 7n During the term of this Agreement. PERFORMING PARTY will monitor its actual costs of performance and provide TCEQ with a report annually to confirm that the original estimate of costs remains accurate. If in faLl that estimate exceeds the actual costs of performance, TCEQ may recover the excess amount paid by I ) rejecting all or part of any reimbursement requests by PERFORMING PARTY and retaining amounts sufficient for repayment; or 2) by demanding and receiving repayment of the amount from PERFORMING PARTY. TCEQ may also use any other remedie" and sanctions a\ ailable under this contract. 7.2.4- The PERFORMING PARTY has submitted a cost analysis in its Funding Application budget estimate The PERFORMING PARTY and the TCEQ acknowledge that this cost analysis is the basis upon which the fixed prices to be paid under this Agreement have been calculated. Closeout 7.2::', When TCEQ determines that all applicable administrative activities and all required work of the Agreement have been completed. or the Agreement is terminated, the TCEQ shall give Notice of Closeout of the Award. Within 30 days after the issuance of the NOTICE of Closeout of the Award, the PERFORMING PARTY must submit all financial. performance. and other reports as required as a conditIon of the grant. These reports may include. but are not limited to: 7'lS I. '\11 performance or progress reports required by this Agreement. 7.25.2. Financial Status Report . 7.25.1. Final request tor payment. 34 7.2) 4. InventIOn disclosure (if applicahle!. 7.2)5. State-owned property report (If applicable). 7.26 Within 90 days of receipt of the reports set forth above, the TCEQ will make upward or downward adjustments to the allowable and eligible costs based on the terms of the Contract Documents, The TCEQ will make prompt payment to the PERFORMING PARTY for allowable reimbursable costs. Closeout of the grant does not affect: 7261. The TCEQ's right to disallow costs and recover funds on the basis of a later audit or other revIew. 7 262. The PERFORMI1\JG PARTY'S obligation to return any funds due as a result of later refunds, corrections, or other transactions: 7.26.3. Records retention as required herein; 7.26.4. Property management requirements set forth herein; and 7.26.5. ~udit requirements set forth herein. 7.2"" The PERFORMING PARTY must immediately refund to the TCEQ any funds which are in excess of allowable costs. 72X. Any funds paid to a PERFORMING PARTY in excess of the amount to which the PERFORMING P ARTY is finally determined to be entitled under the terms of the award constitute a debt to the TCEQ. If the excess funds are not paid to TCEQ within a reasonable period after demand, the TCEQ may reduce the debt by: 7.281. Making an administrative offset against other requests for reimbursement; 7.28.2. Withholding advance payments otherwise due to the PERFORMING PARTY, or 7.28.1. Other action permitted by law 7.2(1 Except where otherwise provided by statutes or regulations. the TCEQ will charge interest on an overdue debt in accordance with the UGMS. The date from which interest is computed is not extended by litigation or the filing of any form of appeal. 7.10 Upon satisfactory completion of the work performed hereunder, acceptance of such work by the TCEQ, and prior to final payment under this Agreement for such work, or prior to settlement upon termination of this Contract and as a condition thereto, the PERFORMING PARTY shall execute and deliver to the TCEQ a release of all claims for payment of any funds due and payable by the TCEQ pursuant to the terms of this Contract. Such release shall be conditioned upon payment of all fund amounts due and payable to PERFORMING PARTY under this Contract, and limited to only those claims which reasonably could ha\e been foreseen at the time the release is executed. PERFORMING PARTY resen es the right to identify claims to he excluded thereby. 35 7 :;! The PERFORMING PARTY shall provide to the TCEQ documentation showing all tasks that have been completed by the PFRFORMING PARTY 7 <' The PERFORMING PARTY agrees that the determination of satisfactory completion of any and all work 01 other services performed or furnished under this Contract will be based on the judgment of the TCFQ, which Judgment will be exercised in a reasonable manner and in good faith. '7 1 ~ F"lnaJ Payment under this Contract or settlement upon termination shall not constitute a waiver of the TCEQ\ claims against the' PERFORMING PARTY J ndirect Cost Rate 7. ~4 If PERFORMING PARTY requests reimbursement of indirect costs under this Agreement, TCEQ will pay only the rate established in one of the following methods, as described in UGMS: (1.) The rate determined by the federal cognizant agency; (2) the rate determined by the entity's state coordinating agency: and/or n) the rate described in UGMS Attachment E, Paragraph E.2.e. ARTICLE 8. TERMINA TION 8.1 This Agreement shall terminate upon full performance of all requirements contained herein, unless extended in writing. 8.2 This Agreement may be terminated in whole or in part by the TCEQ in the event of a material failure to comply with the contract terms, in accordance with the Uniform Grant Management Standards: Provided that no such termination may be effected unless the other party is given 82.1 not less than ten ( 10) working days written notice (delivered by certified mail, return receipt requested) of mtent to terminate, and 82.2 an opportunity for con"ultation with the terminating party prior to termination. 8.~ This Agreement may be terminated in whole or in part In writing by the TCEQ for its convenience, in accordance with the Uniform Grant Management Standards: Provided that the PERFORMING PARTY is given not less than ten ( 10) working days written notice (delivered by certified mail, return receipt requested) ()f intent to terminate. Circumstances in which the TCEQ may terminate for convenience include. but are not limited to. the Texas Legislature's withdrawal of appropriations for this prolect. 8A If the TCEQ termmates thl~ Contract for J material failure to comply with the Contract terms under Section 8.2 or the TCEQ laminates the Contract for convenience under Section 8.3, an adjustment in the contrJct amount shall he made in accordance with the Uniform Grant Management Standards. 8.5 Upon receipt 01 a termmaLlon action pursuant to Sections 8.2 or 8.3 above, the PERFORMING PARTY shall: 8';;.1 promptly discontinue all services affected (unless the notice directs otherwise), and 36 85.::' deliver or other'wlse make available to the TCEQ all data, drawings, specifications, reports, estimates. summaries, and such other information and materials as may have been accumulated by the PERFORMING PARTY in performing this Contract, whether completed or in the process 8.6 If, after termination for failure of the PERFORMING PARTY to fulfill contractual obligations, it is determll1ed that the PERFORMING PARTY had not so failed. the termination shall be deemed to have been effected for the convenience of the TCEQ. 8 - If any delay or failure of performance is caused by aforee majeure event as described in the force majeure Article of this Contract, the TCEQ may in its sole discretion terminate this Contract in whole or part pursuant to this Article. Force l>>ajeure 8.:-' Afora majeure event shall be defined to include decrees of or restraints by a governmental instrumentality, acts of God (except that rain, wind, flood or other natural phenomena normally expected for the locality "hall not be construed as an act of God), work stoppages due to labor disputes or strikes. fires, explosions, epidemics. riots. war, rebellion, and sabotage. 8.9 ProVided this Contract has not been terminated, and subject to the conditions below, if a delay or failure of performance by either party results from the occurrence of aforce 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 e\ ent if, and to the extent that: 8.9. I the delay or failure was beyond the control of the party affected and not due to its fault or negligence: and 8.9.2. the delay or failure was not extended because of the affected party's failure to use all diligence to overcome the obstacle or to resume performance immediately after the obstacle was overcome. 8.10 No time extensIOn shall be granted under this Article unless the party seeking relief has notified the other in writing within a reasonable time after commencement of the event, of the anticipated length and cause of the delay, the measures taken or to be taken to minimize the delay, and the timetable by which the PERFORMING PARTY intends to implement these measures. The party seeking relief shall also give written notice of the ending of the event within a reasonable time after the event has ended. 8. I The TCEQ shall be responsible for co"ts related to aforce majeure event only if they are incurred by the PERFORMING PARTY after the prior written request by the TCEQ Project Representative, to incur such costs in connection with anyforce majeure event. Neither the TCEQ nor the PERFORMING PARTY shall have. and both hereby waive. any claim whatever for any damages resultin~ from delays caused by force mll/eure events. ARTICLE 9. INSURANCE, LIABILITY AND INDEMNIFICA nON 9.1 To the extent permitted by law. the PERFORMING PARTY agrees to indemnify and hold harmless the TCEQ and all of its employees and officers against and from any and all liability , loss, or damage arising out of the performance of this Agreement. To the extent that any activity conducted by 37 PERFORMING PARTY with funds pn)\ Jded under this Agreement entails significant risk of loss or injury t< mdividuab and third parties or their property, the PERFORMING PARTY will secure and maintain JIlsurance sufficient to protect PERFORMING PARTY and the TCEQ, and its employees and offi\.ers againl,;t claims arismg from the conduct of such activities 4.: In all suhcontracts and suhgrams, PERFORMING PARTY shall require its subcontractors and subgrantees to obtain and maintain. at their own expense, insurance as will protect the subcontractor, the PERFORMING PARTY and the TCEQ. its employees, and its officers from all such claims arising 1 rom the performance by the PERFORMING PARTY's subcontractors or subcontractors' employees resulting from the functIOns and services required under this Agreement, including workers compensation in .Iccordance with Texas statutory requirements. Provisions 9. 3 and 9.4 are applicable to entities defined as a Regional Council of Government in Local Government Code Chapter 391. 9. ., . ._"'1 PERFORMING PARTY will purchase and maintain Directors and Officers insurance or equivalent insurance coverage or other financial assurance sufficient to protect the interests of the state in the event of an actionable act or omiSSIOn bv a director or officer of the PERFORMING PARTY. 9A PERFORMING PARTY will obtam and maintain an honesty bond for the executive director of the PERFORMING PARTY'S organization and for the person signing checks any other employee or agent who has access to the finanCIal assets of the PERFORMING PARTY. ARTICLE 10. STANDARDS FOR PERFORMING PARTY'S PERFORMANCE 10. I In accordance with Chapter 2261 Texas Government Code, the TCEQ is required to monitor PERFORMING PARTY's performance under this contract. Therefore, PERFORMING PARTY agrees that the followmg are appropriate standards for PERFORMING PARTY's performance during the contract ] 0.1.1. Timeliness of Work. Standard: Work is proVIded on schedule. 10.1 2. Quality of Work. Standard: PERFORMING PARTY's Work conforms to the requirements of the contract and is tcchnicalh accurate. 10.13. Subcontract Activities. Standard: PERFORMING PARTY's subcontract and subgrant activities comply with all TCEQ contract reqUIrements regarding subcontracts especially competitive procurement methods for goods and services, use of required subcontract provisions and monitoring: performance of suhcontractors and subgrantees. 10.1 4. Administrative and Financial Operations. Standard: PERFORMING PARTY's administrativc and financial operations comply with all obligations in law and in the contract cspecially record-keeping. reimbursement requests. audits, allowable costs, and restricted cxpendJtures Performance Measures 1 () 2 TCEQ will momtor PERFORMING PARTY' s performance and evaluate the level of compliance with the standards utilizing the following: performance measures: 38 Satisfactory: PERFOR\1INCi PARTY generally complied with the standard consistently; i)ccaslOnai deficiencies may have occurred which were corrected on a timely basis. Unsatisfactor): Significant deficiencies have occurred. or PERFORMING PARTY fr equently or substantially failed to comply with the standard. Contract Monitoring and Evaluation Report 1 O. ~ In accordance With Chapter 221:1 I Texas Government Code. TCEQ will monitor and evaluate PERFORMING PARTY', performance utilizing the performance standards and performance measures set out in thls Agreement. TCEQ will prepare a cumulative written report of the evaluation upon termination or expiration of the contract and also as frequently as determined appropriate by the TCFQ. 10.3 I. Within 30 days 01 receipt of the Annual Performance Evaluation, the PERFORMING PARTY shall provide information to the TCEQ concerning action(s) that will be taken to ~'nrrect any deficiencies noted in the Annual Performance Evaluation report. This response \\ ill include a schedule to bring any deficiencies in the program activities up to TCEQ standards and will identify resources to accomplish necessary corrections. 10.3.2. Within 90 days after receipt of TCEQ comments or as recommended by the TCEQ, the PERFORMING PARTY shall correct deficiencies and report to the TCEQ any deficiencies that cannot be corrected Within the allocated time-frame. If the deficiencies are not corrected to the satisfaction of the TCEQ. in addition to other rights the TCEQ may have against the PERFORMING PARTY, it may result in the TCEQ withholding payment to the PERFORMING PARTY for future program activities and/or in the PERFORMING PARTY becoming ineligible for future funding. Schedule of Remedies available 10 the TCEQ I G. + In accordance with Chapter 2261 Texas Government Code, the following Schedule of Remedies applies to this contract in the event of substandard performance or other failure to conform to the requirements of the contract or applicable law. 10.4. I. Reject substandald performance and request corrections without charge to the TCEQ. 10.4.2. Issue notice of suhstandard performance or other non-conforming act or omission. lOA 1. Request and receive return of any over payments or inappropriate payments. lO.4-t. Reject reimbursement request and suspend payment pending accepted revision of substandard perf(\rmance ()f non-conformity. 10.45. Suspend all or part of the Work and/or payments pending accepted revision of substandard performance or nun-conformity 10.46. Reject relmbursement request and withhold all or partial payments. Funds may be retained by the TCEQ for recen ery of administrative costs or returned to funding source as authorized by agreemenh with the funding ,>ouree and by state or federal law. 39 lOA " ['erminate the contract. demand and receive: return of all equipment purchased of contract funds. return of all unexpended funds. and repayment of expended funds. Sanctions for Substandard Performance ]0.':; If the TCEQ evaluation finds PERFORMING PARTY's performance to be substandard, TCEQ may provide Its written evaluation report to other governmental entities at any time. TCEQ may also provide Its written evaluation report to the public as authorized by law, Survival of Obligations ] 0.6 All representations. indemnifications, warranties and guarantees made in, required by or given in accordance with the Contract Documents. as well as all continuing obligations indicated in the Contract Documents. will survive final payment, completion and acceptance of the Work and terminatlon or completion of the Agreement. Cumulative Remedies ] 0- TCEQ may avaIl itselt of any remedy or sanction provided in this contract or in law to recover any losses nsing from or caused by the PERFORMING PARTY's substandard performance or any non- conforrruty with the contract or the law, The remedies and sanctions available to TCEQ in this contract shall not limit the remedies available to the TCEQ under law ] (U' The dutIes and obligatiom imposed by these General Conditions and the rights and remedies avai]abk hereunder to the parties hereto, and, in particular but without limitation, the Schedule of Remedies. obligations imposed upon PERFORMING PARTY by these General Conditions, and all other rights and remedies avai]able to TCEQ thereunder. are in addition to, and are not to be construed in any way as a limitation of. any rights and remedies available to any or all of them which are otherwise imposed or available. by Laws or Regu]ations, by special warranty or guarantee or by other provision.. of the Contract Documents. and the provisions of this paragraph will be as effective as if repeated specifically III the Contract Documents in connection with each particular duty, obligation. right and remedy to which they apply ARTICLE 11. MISCELLANEOUS Computation of Times I] J When any period of time I s referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period If the last day of any such period falls on a Saturda\ or Sunday or on a federal holiday. such day will be omitted from the computation. I], . A calendar day of twenty-lour (24) hours measured from midnight to the next midnight will constitute a day, Notice of Claim II. ~ Should TCEQ or PERFORMING PARTY suffer injury or damage to person or property because of any error. omission or act of the other party or of any of the other party's employees or agents or others fill' whose acts the Ilther party is legally liable. claim will be made in writing to the other party 40 within a reasonable time of the first observance of such injury or damage. The provisions of this paragraph shall not be construed as a substitute for or a wai ver of the provisions of any applicable statute of limitations or repose or sovereign immunity Professional Fees and Court Costs Included 11.+ Whenever reference is made to "claims, costs, losses, and damages," it shall include in each case, but not be limited to, all fees and charges of TCEQ, architects, attorneys and other professionals and all court and or other dispute resolution costs, Acknowledgment of Financial Support Ii.,"' The PERFORMING PARTY and PERFORMING PARTY's agent, subcontractor, or other representative shall acknowledge the financial support of the TCEQ and the State of Texas whenever work funded, in whole or part, by this Contract is publicized or reported in news media, or publications, or at public events and meetings. All project signage, reports and other documents completed as a part of this Contract, other than documents prepared exclusively for internal use within The TCEQ, shall display the following notation on the sign, or front cover or title page: PREP/~.RED IN COOPERATION WITH THE TEX4.S COMMISSION ON ENVIRONMENTAL QUALITY The preparation of this report was financed through grants from the State of Texas through the Texas Commission on Environmental Quality - End of General Conditions - 41 PROJECT REPRESENTATIVES RECORDS LOCATION ARTICLE I. PERFORMING PARTY Thl term "PERFORMING PARTY" as used in this Project Representatives / Records Location means either PERFORMING PARTY or CONTRACTOR. as applicable. ARTICLE 2. TCEQ PROJECT REPRESENTATIVE The mdividuals identified below by title are the TCEQ's Project Representatives who are authorized to give and receive communications and directions on behalf of the TCEQ. All communications including all payment requests must be addressed to the TCEQ's Project Representatives or their designee. The TCEQ Project Representatives are the Director 01 the Technical Analysis Division and the manager of the Technical Support Section. Their designee is identified bd()\\: Darrell Powell (N ame) Program Specialist iTitle ) Telephone No. (512) 239-6121 Facsimile No.: (512) 239-1500 E-mail: dpowell@TCEO.state.tx.us Texas Commission on Environmental Quality PO. Box 130R7 (Me-1M) Austin. Texas 7'8>711-3087 ARTICLE 3. PERFORMING PARTY PROJECT REPRESENTATIVE The mdividua1 named below is the PERFORMING PARTY Project Representative. who is authorized to give and receive communications and directions on behalf of the PERFORMING PARTY. All communications to the PERFORMING PARTY will be addressed to the PERFORMING PARTY Project Representative or his or her designee. Telephone No.: Facsimile No.: (Namel (Title) (Mailing Address) (City) I State) ilip Code) ARTICLE 4. SUBMITTAL OF PAYMENT REQUESTS Payment requests must be submitted to (whichever is checked): 181 the designee of the TCEQ Project Representative. 0 the TCEQ Disbursements Section. (if neither box is checked. payment requests must be submitted to the TCEQ Disbursements Section). ARTICLE 5. DESIGNATED LOCA TlON FOR RECORDS ACCESS AND REVIEW The PERFORMING PARTY designates the physical location indicated below for record access and review pursuant to any applicable pw\ision of this contract: (Location (f\1 ailing t\ddress I (C!tYI IStatel 1/lpCodel 42 Grant Biennium Budget ARTICLE J. BUDGET Authorized budgeted expenditures under this Grant are as follows: Fiscal Years 2006-2007 Rider 8 Grant Budget Grant Recipient (Performing Party) City of Corpus Christi. Texas Grant Number 582-6-70888 Bud~et Category FY 2006 Bud~et FY 2007 Budget Combined 2006 - 2007 Budget I. Personnel/Salaries S34.740.()() S34.740.00 $69,480.00 2. Fringe Benefit, $6.56()00 S6.560.00 $13,120.00 J. Travel $()OO SO.OO SO.OO 4. Supplies $500()() $500.00 $1,000.00 S. Equipment S()O() $000 SO.OO 6. Contractual $400.000.00 S400.000.00 S800,000.00 7. (' onstruction $0.00 $0.00 50.00 ll. Other S500.00 S500.00 $ LOOO.OO Total direct charge., (sum of /-8) $442.3()O()() $442.300.00 $884,600.00 9. Indirect Charge, SO.O() $0.00 SO.OO Total Funding Requested (Sum of /-9) $4423()O.OO $442300.00 $884,600.00 Dollar amounts related to each budget category are to be found in the PERFORMING PARTY's Work Plan. ARTICLE 2. BUDGET CONTROL AND TRANSFERS Cumulative transfers among the budgeted direct cost categories must not exceed ten percent (10%) of the current Total Budgeted amount without the written consent of the TCEQ. Written consent shall be by fax, e- mail or signed letter. ARTICLE 3. SUBMITTAL OF PA YMENT REQUESTS Payment requests (Financial Status Report Form 269a) must be submitted at the interval specified below (whichever is checked; if none is checked, payment requests must be submitted monthly; if more than one is checked, invoices must be submitted when both requirements are met). The Financial Status Report must be submitted as checked below: D Other: One advance payment in the amount of $0.00, thereafter payments will be made month-to- month on an actual cost reimbursement basis. 181 Monthly: On an actual cost reimbursement basis after the one time advance payment. D Upon completion of deliverables herein (see Schedule of Deliverables in the Scope of Work). D Upon completion of all work. 43