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HomeMy WebLinkAboutC2009-188 - 5/12/2009 - ApprovedContract Number 0923 THE STATE OF TEXAS COUNTY OF NUECES REIMBURSEMENT CONTRACT FOR GOVERNMENTAL ENTITIES Corpus Christi Marina Debris Collection Pilot Proiect (Name of Project) THIS AGREEMENT is entered into by and between: Coastal Bend Bays & Estuaries Program, Inc., anon-profit organization ("CBBEP"), and City of Corpus Christi, a governmental entity (hereinafter "PERFORMING PARTY"). CBBEP and PERFORMING PARTY, in consideration of the mutual covenants in this contract, agree as follows: ARTICLE 1. WORK See attached Scope of Work. ARTICLE 2. PRICING AND PAYMENTS See attached Contract Costs Budget (for payment based on reimbursement of actual costs) and General Conditions Article 5. ARTICLE 3. MAXIMUM AMOUNT OF CONTRACT The total amount of this Contract shall not exceed: Fifty Thousand Dollars $50,000 (Written amount) ($ Numerical amount) unless this Contract is amended in writing. It is expressly understood and agreed by the parties to this contract that the performance on the part of the CBBEP of its obligations under this contract is contingent upon and subject to actual receipt by the CBBEP of sufficient and adequate funds from the funding sources identified in the CBBEP's comprehensive annual workplan. CBBEP funding will not exceed $50,000. ARTICLE 4. TERM OF CONTRACT This Contract shall begin on final execution of this contract and shall terminate on August 31, 2009, unless terminated early or extended in accordance with the terms of the Contract. ARTICLE 5. CERTIFICATIONS 1. The CBBEP certifies that it has the authority to contract for the above services byauthority as anon-profit corporation under the laws of the State of Texas. 2. PERFORMING PARTY certifies that it has authority to perform the services contracted for herein. ARTICLE 6. CONTRACT DOCUMENTS The Contract Documents, which comprise the entire agreements between CBBEP and PERFORMING PARTY concerning the Work, consist of the following: 1. This Agreement 2. Scope of Work 2009-188 ; /Records Location Res. 028155 05/12/09 CB Bays & Estuaries Program 4. Contracts Costs Budget 5. General Conditions 6. Federal Conditions 7. Additional Exhibits titled: There are no Contract Documents other than those listed above in this Article. The Contract Documents may be amended, modified or supplemented only as provided in the General Conditions. The undersigned bind themselves to the faithful performance of this Contract: CBBEP: Coastal Bend Bas & Estuares Pro ram Inc. By: Authorize igna re Ray Allen Printed Name Executive Director Title PERFORMING PARTY: Citv of Corpus Christi By: iw t orized Signature ~,~, /Z ~ Escoba r Prnin_t'~'d Name ,. ^ 1~~ /V~~~ Title - ~ 2 Q~ ~~ AUTHUttI[t~ eY @OUNfII~~,.~,~~ SECRETI?<RY h~' 4TT[ST. _ ~~iiJ AF?MANDO CHAPP ~--"'' G7Y SECRETAR" - REIMBURSEMENT CONTRACT SCOPE OF WORK This contract is for the purpose of establishing a pilot project to capture and remove storm sewer borne litter entering the Corpus Christi Municipal Marina (Marina) and to develop a debris management plan for the Corpus Christi seawall area which affects the entire bay system. The work to be provided by the PERFORMING PARTY shall correspond to the tasks found in Article IV and will be delivered in accordance with Article V. ARTICLE I. PERFORMING PARTY AUTHORIZED REPRESENTATIVE The Authorized Representative for the PERFORMING PARTY is as described in the attached "Authorized Representatives and Designated Location" form. ARTICLE II. CBBEP AUTHORIZED REPRESENTATIVE The Authorized Representative for the CBBEP is as described in the attached "Authorized Representatives and Designated Location" form. ARTICLE III. BACKGROUNDIOBJECTIVE The Marina has a total of 15 stormwater outtalls emptying into the marina proper, draining roughly 1200 acres of the City of Corpus. An estimated 13 tons of litter enter the Marina via the stormwater system following a typical 1" rain. Marina staff spends hours of tedious work scooping litter from the water using makeshift handheld nets. Most floating trash is scooped up by Marina staff, while non-floating trash ends up on the bay bottom. In addition to being unsightly, the health of the bay bottom in the Marina is at risk, and possibly contributing to elevated bacteria levels within the Marina. The proposed catchment system will eliminate both floating and non-floating trash, and, due to the catchment design, the time and effort it takes for litter removal will be a fraction of the existing methods. This project will focus on developing a plan that looks at where the majority of debris enters the Marina, identify specific outfalls and implement a method of capturing the debris using installed catchment nets. This pilot project will construct and install an expandable catchment net at one stormwater ouffall location in order to contain bay debris more effectively and efficiently. Once the first catchment net device is deemed a success, two additional catchment nets will be constructed and installed at locations identified in the plan resulting in a reduction of large quantities of debris from entering the bay. The results of the pilot project in removing and managing bay debris effectively will be used to determine the benefits achieved through installation of similar catchment debris nets at all storm water outtalls within the Marina. The City of Corpus Christi is urged to continue coordination of City departments including the Storm Water, Parks and Recreation, Solid Waste, and Environmental Services Departments to jointlyfocus public education efforts on reducing the amount of litter that ends up on the streets of Corpus Christi. ARTICLE IV. TASKS The PERFORMING PARTY shall perform the following tasks (a) Develop Management Plan. The PERFORMING PARTY shall develop a debris management plan far the Corpus Christi Municipal Marina that identifies all storm water ouffalls and specifies which outfalls will be used during this pilot project. The management plan shall also describe catchment construction, future catchment locations, management of catchment devices, disposal of debris collected, and long term maintenance of the program. (b) Construct Catchment Devices. The PERFORMING PARTY shall purchase or contract construction of three catchment devices for installation within the Marina for the purpose of to collecting debris entering the marina through stormwater drainage areas. The PERFORMING PARTY will be responsible for any permitting requirements that are necessary for the installation of such devices. Construction includes connection points on the outfall structure necessary to attach the devise to the discharge structure. The PERFORMING PARTY may propose purchase of pre-constructed 3 catchment devices for installation but must obtain prior approval from the CBBEP Authorized Representative to purchase. (c) Install Catchment Devices. The PERFORMING PARTY shall install three catchment devices along the Marina seawall at specified ouffall locations with a goal of maximizing debris collection within the Marina. The catchment devices shall be attached to the ouffall structure in a way that allows the device to detach when full of debris and is cinched up so that no debris is lost from the device after detaching occurs. (d) Maintenance. The PERFORMING PARTY will be responsible for removing and disposing of all debris within 5 days after being full or if not functioning properly, weather permitting. Should this pilot project indicate that the efforts are not meeting the goal to effectively capture debris; the PERFORMING PARTY shall be responsible for removing all attachment devices and restoring the ouffalls to the original condition. (e) Operations. The PERFORMING PARTY shall evaluate the operation of the devices in order to assess the efficiency and effectiveness of the project. The information observed for this assessment shall include but is not limited to; how long it takes to fill up the device with debris, amount of rainfall measured (from nearest rainfall gauge to marina) during the project period, weight of debris collected, and the effectiveness during rain events. Should the device cause water to backup during rainfall events, the device shall be removed immediately by the PERFORMING PARTY and the CBBEP Authorized Representative shall be notified to discuss other options on how to proceed. (f) Reports. The PERFORMING PARTY shall prepare draft and final reports thatwill be comprehensive and shall describe debris collection issues from during the project. The final report should also discuss anyfuture implications for the study area and should contain recommendations on needs for additional investigation. ARTICLE V. WORK PRODUCT DELIVERABLES FOR THIS CONTRACT (a) Management Plan. The PERFORMING PARTY shall develop and submit a written Management Plan to the CBBEP Authorized Representative. The Management Plan must be approved by the CBBEP Authorized Representative prior to the PERFORMING PARTY initiating substantial work related to the major tasks as describe in the Scope of Work. (b) Quarterly Reports. The PERFORMING PARTY shall submit written quarterly progress reports bythe end of each calendar quarter, with the reports due on December 10, March 10, June 10, and September 10, or upon the termination date of the contract. Quarterly reports shall detail progress on all major tasks, in chronological order. The Quarterly Reports shall be submitted to the CBBEP Authorized Representative. Instructions for preparing the quarterly report will be provided by the CBBEP Authorized Representative. (c) Draft Report. The PERFORMING PARTY shall submit a written draft report of work completed for review by the CBBEP Authorized Representative. The draft report shall include at a minimum the information requested in this Scope of Work. The draft report shall be submitted as one (1) unbound copy. PERFORMING PARTY shall also submit the draft report in an electronic format compatible with CBBEP software. (d) Final Report. The PERFORMING PARTY shall submit a written final report of work completed by no later than the date specified in the Schedule of Deliverables. The final report shall include at a minimum the information requested in this Scope of Work, including revisions requested by the CBBEP Authorized Representative. The final report shall be submitted as one (1) unbound copy. PERFORMING PARTY shall also submit the final report in an electronic format compatible with CBBEP software. ARTICLE VI. SCHEDULE OF DELIVERABLES FOR THIS CONTRACT WORK PRODUCT SCHEDULE OF DELIVERABLES Mana ement Plan Within 45 da s of contract execution date Quarter) Pro ress Re orts See Article V a Draft Re ort December 31, 2009 Final Re ort Janua 31, 2010 ARTICLE VII. OTHER REQUIREMENTS FOR THIS CONTRACT (a) At the invitation of the CBBEP, the PERFORMING PARTY is required to make two verbal presentations of this project, at or near its conclusion, to committees of the CBBEP. The presentation is intended to disseminate project results and coordinate findings with other ongoing work. (b) If required as a part of this project, the PERFORMING PARTY will strictly adhere to the CBBEP publication guidelines when submitting publications. Each written deliverable shall be submitted as four (4) hard copies and as an electronic text file (format requirements to be provided by CBBEP). At least one hard copy shall be unbound and of camera-ready quality for use as a CBBEP publication. The CBBEP publication guidelines can be obtained from the CBBEP Project Coordinator. (c) The PERFORMING PARTY shall submit to the CBBEP, within three weeks following a written request by CBBEP, a brief summary of project accomplishments and ongoing project work. The summary shall be written in everyday (non-technical) English for use in CBBEP newsletters, press releases, or other promotional publications. No more than one summary per quarter shall be required. (d) All data and information acquired or produced as part of this project shall be submitted in a standardized format as described in the "CBBEP (Coastal8end Bays & Estuaries Program, Inc.) Data and Information Management Strategy'document, or the EPA Data Standards (as appropriate), which are available from the CBBEP. These documents will provide details on the format(s) required for submittal of textual, numerical, spatial and other data and information. (1) For any data collection conducted for this project, the CBBEP shall be allowed full, appropriate access during data collection. This access is intended to promote ongoing communication between the CBBEP and personnel conducting the project, and to assure the project meets QAIQC criteria. AUTHORIZED REPRESENTATIVES AND DESIGNATED LOCATION FOR RECORD ACCESS AND REVIEW (a) The EXECUTIVE DIRECTOR of the CBBEP designates the individual named below as the person authorized to give direction to the PERFORMING PARTY as an Authorized Representative of the CBBEP. All communications including all payment requests must be addressed to the CBBEP Authorized Representative. Jace Tunnell, Project Manager Coastal Bend Bays 8 Estuaries Program, Inc. 1305 N. Shoreline, Suite 205 Corpus Christi, Texas 78401 Phone: 361-885-6245 Fax: 361-881-5168 E-mail: itunnell(a~cbbep.org (b) The PERFORMING PARTY designates the individual named below as the person authorized to receive direction from the CBBEP, to manage the work being performed, and to act on behalf of the PERFORMING PARTY as an Authorized Representative: Peter Davidson, Marina Superintendent City of Corpus Christi Corpus Christi Marina Lawrence Street T-Head P.O.Box 9277 Corpus Christi, TX 78469 Phone: 361-826-3980 Fax: 361-883-4778 E-mail: peterd(cilcctexas.com (c) The PERFORMING PARTY designates the following location for record access and review pursuant to Article 12 of the Contract or any other applicable provision: Corpus Christi Marina Lawrence Street T-Head Corpus Christi, TX 78401 6 CONTRACT COSTS BUDGET A. Budget Authorized budgeted expenditures under this Contract are as follows: PersonnellSalary ............................... .........................................$0 Fringe Benefits ............................ ..................................$0 T rave I .............................................. ..................................... $ 378 Supplies ............................................. ..................................... $968 Equipment ......................................... .........................................$0 Contractual ........................................ ................................ $48,654 Construction ...................................... .........................................$0 Other .................................................. ......................................... $0 Total Direct Costs ..............................................................$50,000 Authorized Indirect Costs ...........................................................$0 Total CBBEP Funding .......................................................$50,000 B. Budget Control and Transfers Cumulative transfers among the budgeted direct cost categories must not exceed ten percent (10°/0) of the current Total CBBEP Funding amount. C. Submittal of Payment Requests Payment requests 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): ® quarterly. ^ other (specify) 7 GENERAL CONDITIONS REIMBURSEMENT CONTRACT PURCHASES ARTICLE 1. WORK PERFORMING PARTY agrees to provide the work described in and required by this Contract. In this Contract the term "Work" means the entire completed undertaking, or the various separately identifiable parts thereof. Work includes all goods, labor, services, materials and equipment provided in fulfillment of this Contract by any person or entity including PERFORMING PARTY'S employees, agents, assigns, suppliers, and subcontractors. ARTICLE 2. AMENDMENT This Contract may be amended only by written agreement signed by both parties. ARTICLE 3. INSURANCE PERFORMING PARTY will maintain and require its contractors and their subcontractors to maintain insurance coverage sufficient to protect CBBEP against any and all claims that may arise out of or resulting from their performance of the Work and the other obligations undertaken in this Contract, and to maintain Workers Compensation Insurance which complies with Texas statutory requirements. ARTICLE 4 ACCEPTANCE CORRECTIONS WAIVER. QUALITY 4.1. Acceptance. All Work must be complete and satisfactory in the reasonable judgment of the CBBEP, and will be indicated in writing by the CBBEP. 4.2. Corrections. PERFORMING PARTY will correct errors, omissions, and deficiencies at no charge to the CBBEP. 4.3. Waiver. No waiver, whether expressed or implied, shall be construed as a continuing waiver unless it is specifically described in writing as a continuing waiver. 4.4. Quality. 4.4.1. All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract. 4.4.2. If required by CBBEP, PERFORMING PARTY will furnish satisfactory evidence (which may include reports of required tests) as to the kind and quality of materials and equipment. 4.4.3. 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. ARTICLE 5. PAYMENT 5.1. CBBEP will reimburse PERFORMING PARTY'S actual incurred costs of performance which are both: 1) allowable and 2) eligible for reimbursement. 5.2. Allowable Costs. A cost is allowable if it is within a category authorized by the Contract Documents and other rules, regulations, policies, guidelines, and statues applicable to this Contract including without limitation: 5.2.1. Contract Cost Budget of the Contract Documents (pertaining to authorized cost expenditures for this Agreement); 8 5.2.2. Uniform Grant Management Standards (UGMS) promulgated by the Office of the Governor of Texas; 5.2.3. TCEO Allowable Expenditure Guidelines (pertaining to allowable costs for cost reimbursement contracts and grants); 5.2.4. CBBEP rules and policies (pertaining to CBBEP contracts and grants); 5.2.5. Other applicable State rules and statutes; 5.2.6. Federal regulations of EPA and other agencies and federal statues (pertaining to allowable costs where funding is from a federal source). 5.3 Eligible Costs. Costs are eligible for reimbursement when the PERFORMING PARTY has complied with the conditionslrequirements stated in the Contract Documents. The requirements generally relate to the following: 5.3.1. performing the Work as specified; 5.3.2. conducting subcontract activities as specified; 5.3.3. conducting administrative activities as specified; 5.3.4. maintaining financial and administrative records and documentation; 5.3.5. submitting documents as specified and also upon request of CBBEP. 5.4. Payment Methods. CBBEP will pay approved requests for reimbursement upon receipt of funds for that purpose from TCEO or other funding entity. CBBEP is not liable to make payment to the PERFORMING PARTY if funding is not available from TCEO or other funding entity. CBBEP will reimburse PERFORMING PARTY'S allowable costs of providing Work which is timely and satisfactory, accepted by CBBEP, and in conformity with all requirements of this Contract and applicable law. Payment will be on a reimbursement basis of actual costs as expended. Payment will be made not less than 90 days after receipt of PERFORMING PARTY'S reimbursement request. 5.5. Reimbursement of Actual Cost as Expended. PERFORMING PARTY will be paid on the basis of reimbursement of actual costs. At the intervals specified in the Contract Costs Budget, PERFORMING PARTY may submit a request for reimbursement of the actual costs it has incurred. All such requests must be accompanied by supporting documentation as required by this Contract. PERFORMING PARTYagrees that the CBBEP's obligation to reimburse the PERFORMING PARTY'S costs will remain within the Contract Costs Budget and that cumulative transfers among the budgeted direct cost categories must not exceed ten percent (10%) of the Total CBBEP Funding amount. 5.5.1. All reimbursement requests must be submitted to the CBBEP Project Representative on a completed CBBEP Financial Status Report (CBBEP Farm 269a) or State of Texas Financial Status Report (Form 269a) and (as applicable) Supplemental Financial Status Report Forms 269a-1, 269a-2, 269a-3, and 269a-4. All requests must show the budgeted cost categories for the reported expenditures, indicating the amount remaining in each category. A final Financial Status Report must be submitted no later than (sixty) 60 days following the termination date of this Contract. CBBEP may refuse to reimburse expenditures for which the PERMORMING PARTY submits a voucher and/or Financial Status Report more than sixty (60) days after the termination date of this Contract. 5.5.2. All requests for reimbursement under this Contract shall contain sufficient identification of, and information concerning, the costs incurred so as to enable CBBEP to ascertain the eligibility of a particular expenditure and to enable subsequent audit thereof. 5.5.3. CBBEP will review the submittal and approve or reject the request for payment 5.5.4. No funds may be expended under this Contract for the implementation of sampling and analysis activities, nor any activities subsequent thereto, prior to the receipt of written approval from the CBBEP of the Quality Assurance Project Plan for the project. 5.5.5. The PERFORMING PARTY is responsible, throughout the term of this Contract, for tracking and insuring that expenditure amounts under this Contract remain within the various budgeted cost categories. 5.5.6. If the requests for payment do not satisfactorily demonstrate the accomplishment of the required tasks, or that costs are allowable, eligible, actual and incurred costs, the CBBEP will reject the request until such time as the deficiencies have been corrected. 5.5.7. CBBEP is not obligated to make payment until the request for payment is approved byTCEQ or other funding agency. Further, the CBBEP reserves the right to suspend or withhold all or part of a payment or all payments as authorized by the Contract Documents. 5.6. Contract Costs Budget. 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 Contract Costs Budget contained in the Contract Documents. The Contract Costs budget may be amended only by written agreement of the CBBEP and in accordance with these Contract Documents. The provisions of UGMS will be utilized to determine when costs are considered to be incurred. 5.7. Cost Documentation. To be eligible for reimbursement under this Contract, a cost must have been incurred within the time period indicated on a CBBEP Financial Status Report (CBBEP Form 269a) or State of Texas Financial Status Report (Form 269a) and either paid by the PERFORMING PARTY prior to claiming reimbursement from CBBEP or incurred by the last day of the time period indicated and liquidated no later than forty-five (45) days after the end of the time period indicated in Box 9 of the Financial Status Report. 5.7.1. The PERFORMING PARTY shall attach, for each reimbursable cost listed on Supplemental Form 269a, legible documentation that (1) serves to further identify the specific items, equipment or services provided, (2) clearly identifies the vendor who provided the items, equipment or services, and (3) that confirms the reimbursable amount listed on the form. 5.7.2. All requests for reimbursement shall be identified with respect to the major tasks or objectives set forth in Attachment A of this Contract that such expenditures support or satisfy. When a single expenditure supports or satisfies more than one task or objective, the PERFORMING PARTY need not break down that particular expenditure by specific contract task or objective but may simply identify, in relative cost order, the various tasks or objectives supported. 5.7.3. All requests for reimbursement of expenditures that fall within the "Equipment" category of the budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-1 and identified with respect to the major tasks or objectives, set forth in Attachment A of this Contract, that such expenditures support or satisfy. The attached documentation shall be either a purchase order marked "receivedlpaid" or avendor-submitted invoice similarly marked. "Equipment" is defined as tangible, nonexpendable, personal property having a useful life of more than one year and an acquisition cost of $1,000 or more per unit. 5.7.4. All requests for reimbursement of expenditures that fall within the "Contractual" category of the budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-1 and identified with respect to the major tasks or objectives, set forth in Attachment A of this Contract, that such expenditures support or satisfy. The attached documentation shall consist of a dated invoice that shows the amount billed to the PERFORMING PARTY and any "past due' amount from previous invoices. "Subcontractor" is defined as an individual, firm, or corporation having a direct contract with PERFORMING PARTY or with any other Subcontractor for the performance of a part of the Work. 10 5.7.5. All requests for the reimbursement of expenditures that fall within the "Supply" category of the budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-2 and identified with respect to the major tasks or objectives, set forth in Attachment A of this Contract, that such expenditures support or satisfy. Although issued purchase orders andlor invoices marked "received/paid" represent the preferred types of documentation for purposes of this section, the PERFORMING PARTY may substitutelattach other records or documents that provide the same type of information. "Supplies" is defined as costs for materials or items having a purchase price (including freight) of less than $1,000. The PERFORMING PARTY shall not intentionally break up single orders of identical or similar items, materials or supplies simply for the purpose of avoiding the above requirement to provide confirming documentation when submitting reimbursement requests to CBBEP. 5.7.6. All requests for the reimbursement of expenditures thatfall within the "Other" category of the budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-2 and identified with respect to the major tasks or objectives, set forth in Attachment A of this Contract, that such expenditures support or satisfy. Although issued purchase orders andlor 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 information. "Other" is defined as all direct cost items or services not previously identified, including, but not limited to: space rental, printing, utilities, registration and postage. 5.7.7. All requests for reimbursement of expenditures that fall within the "PersonnellSalary" or "Fringe" categories of the budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-3 and identified by each employee name; title or position; salaryfor the period; and task number worked. In order to receive reimbursement, the PERFORMING PARTY shall provide copies of signed time sheets for all employees that will verify the total, overall hours of time being directly billed to this contract. Documentation for fringe benefits must list employee benefits that constitute cost with each employee listed on the PersonnellSalary section of the CBBEP Supplemental Form 269a-3. 5.7.8. All requests for the reimbursement of expenditures that fall within the "Travel" category of the budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-4 and identified with respect to the major tasks or objectives, set forth in Attachment A of this Contract, that such expenditures support or satisfy. All costs listed on Form 269a-4 must be supported by attached documentation that identifies the name of the traveler(s), and that substantiates the reported reimbursable costs. Documentation, for the purpose of substantiating travel related costs, includes the following: (1) legible copies of PERFORMING PARTY-approved travel vouchers, signed bythe 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), separate receipts showing, at a minimum, the traveler's name, the travel location, and the travel dates(s). Any reimbursement for travel requested by the PERFORMINGPARTYissubjectto the limitations contained in General Appropriations Act of the Texas Legislature. Travel by volunteers will not be reimbursed unless pre-approved by CBBEP. ARTICLE 6. SUBCONTRACTORS. OTHERS 6.1. Qualified Personnel. All employees and subcontractors employed by PERFORMING PARTY on orfor the Work must have sufficient qualifications to perform the Work. 6.2. Objections. All subcontract agreements must be in writing and approved in advance by the CBBEP. The PERFORMING PARTY shall forward any proposed subcontractor agreement providing for the performance of work under this Contract's Scope of Work to CBBEP's Project Representative prior to execution of the subcontractor agreement. The CBBEP may, as of receipt of the proposed subcontractor agreement, provide written notice (fax acceptable) to the PERFORMING PARTY questioning whether the subcontractor agreement is for a legitimate purpose relating to the satisfaction of this Contract or has been procured in accordance with the minimum standards of the UGCMA and UGMS. The PERFORMING PARTY 11 shall not enter into a questioned subcontractor agreement until the CBBEP has withdrawn all questions raised in the notice. PERFORMING PARTY will not employ an y particular subcontractor, supplier or other person or organization on or for the Work if CBBEP makes a reasonable written objection against such subcontractor, supplier, person, or organization. PERFORMING PARTY will not be required to employ any particular subcontractor, supplier or other person or organization if PERFORMING PARTY makes a reasonable objection. Neither the CBBEP's failure to question a subcontractor agreement nor its subsequent withdrawal of any questions raised regarding a subcontractor agreement shall in any way imply the CBBEP's approval of the subcontractor agreement's purpose of method of procurement of the subcontractor agreement. 6.3. Subcontracts. PERFORMING PARTY will include all provisions which may be necessary to accomplish all requirements of this Contract in its employment policies and contracts and its subcontracts, and shall require its subcontractors to do the same. Work performed under this contract will be considered a "public work". Wages prevailing in the area of the work performed will be paid in accordance with federal and state laws, including, as applicable, complying with the provisions of the Davis-Bacon Act (40 U.S.C., § § 276c and 18 U.S.C. § § 874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. § § 327-333), regarding labor standards for federally assisted construction subagreement. 6.4. Contractual Expenditures. PERFORMING PARTY agrees that all contractual expenditures using funds provided under this Contract shall meet all procurement laws and regulations. PERFORMING PARTY must provide documentation to support the selection and award of the subcontractor. Reimbursement of subcontractors' expenditures for supplies, equipment and services shall be based on actual cost and may not be marked-up. 6.5. Management and Fiscal Monitoring. The PERFORMING PARTY shall be responsible for the management and fiscal monitoring of all subcontractors. The PERFORMING PARTY shall monitor its subcontractors to ensure that the subcontractors are operating consistently with applicable laws and regulations, applicable contracting policies, and these Contract Documents. The PERFORMING PARTY shall ensure that all subcontractors comply with all record keeping and access requirements set forth in these Contract Documents. Subcontractors performing services that are billed on the basis of time must provide copies of signed time sheets for all subcontractor employees billed to the project. Subcontractors billing for mileage may only charge the approved state mileage rate and must provide supporting documentation. Markup by subcontractors is not allowed. PERFORMING PARTY and subcontractors shall maintain detailed records. The CBBEP reserves the right to perform an independent audit of subcontractors. 6.6. Competition. All subcontracts awarded by the PERFORMING PARTY under this Contract will be awarded on the basis of competitive applications and proposals. All subcontracts for certain professional services (except contracts with other government entities authorized by relevant state laws), including engineering services, will be awarded in accordance with Texas Government Code Chapter 2254. All other subcontracts (except contracts with other government entities authorized by relevant state laws) awarded by the PERFORMING PARTY under this contract will be awarded on a competitive basis in accordance with relevant procurement laws and regulations, including, but not limited to, UGMS, Texas Local Government Code Chapters 252, 262 and 271, and Texas Government Code 2156. The applications and proposals will be evaluated utilizing criteria including cost comparison, probable quality of goods or services, past performance and conformity with the requirements of the Contract Documents. The use of the "cost plus a percentage of cost" method of contracting is precluded by the Common Rule of OMB Circular A-102, as adopted by UGMS. ARTICLE 7. INTELLECTUAL PROPERTY 7.1. License of Future Rights. With respect to any intellectual property which is conceived, developed, written, invented, first actually reduced to practice or otherwise produced by PERFORMING PARTY, its employees, subcontractors, or subcontractor's employees during the performance of the Work, PERFORMING PARTY hereby assigns to CBBEP a nonexclusive, perpetual, irrevocable, enterprise-wide license to use, copy, publish and modify such intellectual property and authorize others to do so for CBBEP purposes. Upon termination of this Contract, all data and information by PERFORMING PARTY will be furnished to CBBEP. To the extent consistent with the rights of third parties, the State of Texas and/or the Federal Government shall also have the right to sell any intellectual property right it reserves or acquires through this Contract. 12 7.2. License of Existing Rights. PERFORMING PARTY grants to CBBEP, TCEO and EPA, a nonexclusive, perpetual, irrevocable, enterprise-wide license to use, copy, publish, and modify any intellectual property in the Work and to authorize others to do so for CBBEP purposes. PERFORMING PARTY shall secure all necessary intellectual property licenses from third parties and warrants that the Work and the intended use of the Work will not infringe any property rights of anythird-party. PERFORMING PARTY agrees to require its contractors to indemnify and hold harmless CBBEP from damages arising from or related to any infringement of rights in intellectual property. To the extent permitted bylaw, PERFORMING PARTY agrees to indemnify and hold harmless CBBEP from damages arising from or related to any infringement of rights in intellectual property. ARTICLE 8. SEVERABILITY The fact that a particular provision is held under any applicable law to be void or unenforceable in no way affects the validity of other provisions and the contract will continue to be binding on both parties. Any provision that is held to be void or unenforceable will be replaced with language that is as close as possible to the intent of the original provision. ARTICLE 9. SUSPENSION: TERMINATION 9.1. For Cause. In the event of PERFORMING PARTY'S failure to perform the Work as required by the Contract, violation of applicable law, substantial or material default, or other cause, CBBEP may suspend the Work or terminate this Contract for cause. 9.2. Force Majeure. In the event of delay or failure of performance caused by force majeure, CBBEP may terminate this Agreement in whole or part upon seven (7) days written notice. 9.3. For Convenience. CBBEP may terminate this Contract for convenience and without cause upon seven (7) days notice. 9.4. Payment Adjustment. If the CBBEP terminates for convenience or because of force majeure, PERFORMING PARTY shall be paid onlyfor goods and services provided and necessary expenses incurred prior to termination. ARTICLE 10. SURVIVAL OF OBLIGATIONS All representations, indemnifications, warranties and guarantees made in, required by or given in accordance with this Contract, as well as all continuing obligations indicated in the Contract, will survive final payment, completion and acceptance of the Work and termination or completion of the Contract. ARTICLE 11. LAWS AND REGULATIONS PERFORMING PARTY shall give all notices and comply with all applicable law regarding the Work. Except where otherwise expressly required by applicable law, CBBEP shall not be responsible for monitoring PERFORMING PARTY compliance with any applicable law. PERFORMING PARTY shall, except as otherwise provided in this Agreement, be responsible for obtaining any necessary licenses and permits. ARTICLE 12. AUDIT. ACCESS TO RECORDS The PERFORMING PARTY shall maintain books and records concerning all Work under this Contract (including that performed by subcontractors), and shall retain them for at least three (3) years from the date of termination of this Contract. The CBBEP, the TCEO, the Texas State Auditor's Office, and EPA or any of their duly authorized representatives may review, audit, copy, or disclose the contents of such books or records at any time. ARTICLE 13. ACKNOWLEDGMENT OF FINANCIAL SUPPORT The PERFORMING PARTY shall acknowledge the financial support of the CBBEP, the TCEO and EPA whenever work funded, in whole or part, by this Contract is publicized or reported in news media or publications. All reports and other documents completed as a part of this Contract, other than documents 13 prepared exclusivelyfor internal use within the CBBEP, shall carry the following notation on the front cover or title page: PREPARED IN COOPERATION WITH THE COASTAL BEND BAYS & ESTUARIES PROGRAM, INC., TEXAS COMMISSION ON ENVIRONMENTAL QUALITYAND U.S. ENVIRONMENTAL PROTECTION AGENCY If the funding source is a U.S. agency other than EPA or TCEO, the name of the appropriate funding agency should be substituted or included. ARTICLE 14. COST AND PRICE OF THIS CONTRACT If this Contract was not competitively procured or if payment is based on reimbursement of actual costs, then PERFORMING PARTY shall submit cost information sufficient for a cost analysis as required by Uniform Grant Management Standards (UGMS) and 40 CFR 31.36. This information must be submitted on forms provided by the CBBEP. ARTICLE 15. ACCOUNTING SYSTEMS AND PROPERTY MANAGEMENT SYSTEMS 15.1. PERFORMING PARTY shall have an accounting system which accounts for costs in accordance with generally accepted accounting standards or principles and complies with UGMS and 40 CFR 31.20. This system shall provide for the identification, accumulation, and segregation of allowable and unallowable project costs among projects. 15.2. PERFORMING PARTY shall have a property management system that complies with the standard of and requirements in UGMS and 40 CFR 31.32 through 31.33. ARTICLE 16. CLOSEOUT When CBBEP determines that all applicable administrative activities and all required work of this Agreement have been completed, or this Agreement is terminated, the CBBEP 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: 1. All performance or progress reports required by this Agreement. 2. Financial Status Report. 3. Final request for payment. 4. CBBEP Release of Claims form. ARTICLE 17. MISCELLANEOUS 17.1. Except as otherwise provided in this Contract, PERFORMING PARTY will direct all communications with the CBBEP to the Project Representative designated by the CBBEP. The PERFORMING PARTY will designate a Project Representative to receive all communications from the CBBEP. Both Project Representatives will be designated in writing (see Project Representatives /Records Location). 17.2. "Time is of the Essence' will apply to all time limits stated in the Contract. 17.3. The PERFORMING PARTY will adhere to all applicable standards, principles and guidelines detailed in UGMS, including those related to financial monitoring, auditing and record keeping. 14 FEDERAL CONDITIONS ARTICLE 1. FEDERAL REQUIREMENTS This Contract is funded in part with federal grant money. The following conditions apply to this Contract in addition to all other contract terms. All applicable requirements of CBBEP's federal grants and 40 CFR Parts 30 through 35 are incorporated herein by reference (CBBEP will provide copies of applicable federal grants or regulations upon request). The term "PERFORMING PARTY" as used in these Federal Conditions means either PERFORMING PARTY or CONTRACTOR, as applicable. ARTICLE 2. DEBARMENT On or prior to the effective date of this Contract, PERFORMING PARTY must submit a Certification Regarding Debarment, Suspension, and Other Responsibility Matters. PERFORMING PARTY must also submit a Certification Regarding Debarment, Suspension, and Other Responsibility Matters/Lower Tier for each subcontractor it employs to conduct the Work. These certifications must be submitted on forms provided by the CBBEP. ARTICLE 3 MINORITY BUSINESS ENTERPRISES/ WOMEN'S BUSINESS ENTERPRISES (MBEIWBEs) PERFORMING PARTY shall take steps to encourage participation by minority business enterprises and women's business enterprises in the performance of this Contract. 15