HomeMy WebLinkAboutC2010-504 - 12/14/2010 - ApprovedSusRECIPIENT GRANT AGREEMENT
GL~ CONTRACT No.11-101-000-4634
COASTAL MANAGEMENT PROGRAM -- CYCLE 13
This subrecipient grant agreement (the "Contract") is entered into by and between the General.
Land Office (the "GLO"), a State agency, and the C~[TY of CORPUS CHRISTIy TEXAS
("Subrecipient").
FINANCIAL ASSISTANCE
Subrecipient has applied for Texas Coastal Management Program ("CMP") Cycle 13-grant funds,
to be made available to the State of Texas by the U.S. Department of Commerce,. National
Oceanic and Atmospheric Administration {"NOAH"), pursuant to the Federal Coastal Zane
.Management Act of 1972,15 U:S.C. §1451, et seq., NOAH Award Na. NA08NOS4190458 (the
"Grant"). The Grant funds are limited to use for implementation of a coastal zone management
project (the "Project") under the CMP, administered by the GLO (as Coastal Zone Management
Awards,, CFDA #11.419) pursuant to Texas Natural Resources Code Ann. Sections 33.052 and
33.204, in coordination with the Coastal Coordination Council.
ARTICLE 1. GENERAL PROVISIONS
1.01 PURPOSE
The purpose of this Contract is to set forth the terms and conditions of a Subgrant from the
GLO to the Subrecipient under CMP Cycle 13.
1.02 CONTRACT DOCUMENTS
The GLO and Subrecipient hereby agree that this document and the following
Attachments, which are incorporated herein in their entirety for all purposes, shall govern
this Contract:
ATTACHMENT A: Project Work Plan and Budget
ATTACHMENT A-1: Final,.Actual Budget (To be Submitted)
ATTACHMENT B: CMP Supplemental Terms and Conditions
ATTACHMENT C: Federal Assurances -Non-Construction. (SF-424B); Certification
Regarding Lobbying Lower Tier Covered Transactions (Form CD-
512); and Disclosure of Lobbying Activities Form (SF-LLL}
ATTACHMENT D:
2010-504
Res. 02$$$b
12/14/10
General Land Office (GLO)
General Affirmations
GLO Contract No.11-101-000-4534
Page 1 of 1S
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ATTACHIVIENT E: Sample Additional Required Forms: Progress Report Form;
Invoice for Federal Expenditures; Monthly Grant Project
Equipment Sheet; Monthly Grant Project Timesheet; Budget
Amendment Form; Audit Reporting Form; and Historically
Underutilized Businesses (HCTB) Expense Report Form
Local. Match Expenditure Forms: Monthly Grant Project
Equipment Sheet; Monthly Grant Project Timesheet; and
Valunteer.Timesheet
ATTACffiVIENT F: Grant Closeout Form
1.03 DEFINITIONS
"Administrative and Audit Re ulato_ns" means-the regulations included in Title 43, -Code
of Federal Regulations, Part 12, Chapter 321 of the Texas Government Code; Subchapter
F of Chapter 2155 of the Texas Govermnent Code, and any other federal or state
regulation applicable to the administration and audit of this Contract and the activities
authorized by it.
"Bud et" means the budget for the Project fitnded by the Contract, a copy of which is
included in Attachment A.
"CMP Rules" means the rules set forth in Chapters 501 through- 506 of Title 31 of the
Texas Administrative Cade far the Texas Coastal Management Program, authorized by
statute in Chapter 33, Subchapter C of the Texas Natural Resources Code.
"Compliant Format" -means the format for electronically stored information that complies
with the standards set forth in Section 2.4 of Attachment B.
"Deliverable(s)" means the work product(s) required to be submitted to the GL4 as set
forth in the Work Plan.
"Equipment" means tangible personal property have a useful life of more than one {1)
year and an acquisition cost of FIVE THOUSaivD DOLLARS {$5,000:00} or more per unit.
"Event of Default" means the occurrence of any of the events set forth in Section $.01
herein.
"Federal Assurances and Certifications" means federal (i) Standard Form 424B .(Rev. 7-
97); and Form CD-512 (Rev. 12-04}, in Attachment.. C, which must be .executed by
Subrecipient.
"Final Report" means a written report that must be received by the GLQ upon completion
of the Work Plan, as set forth in Section 4.02 herein.
"Fiscal Year" means the period beginning September 1 and ending August 3I each year,
which is the annual accounting period for the State of Texas.
"GAAP" means "generally accepted accounting principles" as applicable.
"GASB" means accounting principals as defined by the Governmental Accounting
Standards Board.
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"General Affirmations" means the off rmations in Attachment. D, attached hereto and
incorporated herein for all purposes, to which Subrecipient certifies by the. signing of this
Contract.
"Grant Administrator" means the GLO staff member responsible for administering 'the
Grant, Melissa Porter, GLO Coastal Resources Division {512.475.1393 or
Melissa. otter la.state.tx.us or her designee.
"I-IUB" means .Historically Underutilized Business as defined by Chapter 2161 of the
Texas Government Code.
"Mentor_Prote~e" means the Comptroller of Public Accounts' leadership program found
at: http://www.window.state.tx.us/procurement/p~oglhub/mentorprotege/.
"Plans" mean the engineering specifications, construction plans, and/or architectural
plans for the construction of improvements approved by the GLO for the Project, if any.
"Progress Repo__rts" means written progress reports that must be received by the GLO
monthly or quarterly, as -set forth in Section 4.02 herein.
"Project" means the activities involved in "City of Corpus Christi Erosion Response
Plan;" described in Section 2.Oi; and detailed in the Work Plan in Attachment A of this
Contract.
"Prompt Pay_Act" means Chapter 22S 1, Subtitle F of Title 10 of the Texas Government
Code.
"Public Information Act" means Chapter 552 of the Texas Government Code.
"State of Texan Textpavel" means Texas Administrative Code, Title 34, Part 1, Chapter 5,
Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any.
"Subgrant" means the pass-through grant fiands received through the Grant and approved
for use by Subrecipient in accardance with the terms of this Coritract.
"Subreci ip ent" means the City of Corpus Christi, selected to accomplish the Project under
this Contract.
"Subcontractor" means an individual or business that signs a contract to perform part or
all of the obligations of Subrecipient under this Contract.
"Work Plan" means the statement of work and. special conditions, if any, contained in
Attachment A.
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GLO Controct No. ll-101-000-4634
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s~_ ...._
I.U4 INTERPRK'I'NE PROViSXUNS
{a) The meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms;
{b} The wards "hereof," "herein," "hereunder," and sirn.ilar words refer to this
Contract as a whole and not to any particular provision, section, attachment, work
order, or schedule of this Contract unless otherwise specified;
(c) The term "including" is not limiting, and means "including without limitation"
and, unless otherwise expressly provided in this Contract,
(i) references to contracts {including this Contract) and other contractual
instruments shall be deemed to include all subsequent amendments and
other modifications thereto, but only to the extent that such amendments
and other modifications are not prohibited by the terms of this Contract,
and
{iij references to any statute or regulation are to be construed as including all
statutory and regulatory provisions consolidating, amending, replacing,
supplementing, or interpreting the statute or regulation;
(d} The captions and headings of this Contract are for convenience of reference only
and shall not affect the interpretation of this Contract;
{e) All attachments within this Contract, including those incorporated by reference,
and any amendments, are considered part of the terms of this Contract,
{fj This Contract may use several different limitations, regulations, or policies to
regulate the same or similar matters. All such limitations, regulations, and
policies are cumulative and each shall be performed in accordance with its terms;
(g) Unless otherwise expressly provided, reference to any action of the GLO or by the
GLO by way of consent, approval, ar waiver shall be deemed modified by the
phrase "in its/their sole discretion."
Notwithstanding the preceding sentence, any approval, consent, or waiver
required by, or requested of, the GL~ shad not be unreasonably withheld or
delayed;
(b} All due dates andlor deadlines referenced in this Contract that occur on a weekend
ar holiday shall be considered as if occurring on the next business day;
(i) All time periods in this Contract shall continence on the day after the date on
which the applicable event occurred, report is submitted, or request is received;
and
{j) Tirne is of the essence in this Contract.
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GLO Con#ract No. I I-i01-0DO-4634
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ARTICLE 2, CII+iP SUBGRANT AWARD AND SCOPE OF PROJECT
2.01 CMP GRANT AWARD
Subrecipient submitted an application for Subgrant funds under CMP Cycle 13. The
Coastal Coordination Council has approved the Subgrant Award to Recipient based on
Subrecipient's application.
Subject to the terms and conditions of this Contract, the GLO agrees to make a Subgrant
to Subrecipient in an amount not to exceed TWENTY-FOUR THOUSAND ONE HUNIIRED
FORTY-NBYE DOLLARS (524,149.00), payable in installments as reimbursement of
allowable expenses incurred by Subrecipient, to be used in strict conformance with the
Budget in AttachmEent A hereto,
Subrecipient shall contribute SIXTEEN THOUSAND ONE HUNDRED SIxTY-six DOLLARS
{S1b,1G6.00) in matching funds or in-kind services, for a total amount not to exceed
FORTY THOUSAND THREE HUNDRED FIFTEEN DOLLARS {540,315.00} for the duration of
the Contract.
It is expressly understood and agreed by Subrecipient that the GLO shall have the right to
recapture, and to be reimbursed for, any payments made by the GLO under this Contract
that Subrecipient has not used in strict accordance with the terms and conditions of this
Contract and the Grant Award Agreement. THIS RECAPTURE PItOVIS10N SHALL SURVIVE
TIIE TERMINATION OR EXPIRATION OF THIS CONTRACT.
THE CxLO IS NOT LIABLE TO SUBRECIPIENT FOR ANY COSTS INCURREti BY
SUBRECIPIENT BEFORE TIIB EFFECTIVE DATE OF THIS CONTRACT OR AFTER
TERMINATION OF THIS CONTRACT,
2.02 PROJECT AND WORK PLAN
The Project shall be performed in accordance with the Work, Plan and Budget in
Attachment A; the Supplemental Terms and Conditions in Attachment B; the Federal
Assurances and Certifcations in Attachment C; and the General Affirmations in
Attachment D.
The Work Plan ar the scope of the Project znay be amended by the Grant Administrator
upon submission of a written request and detailed justification by Subrecipient. Some
modifications may require the approval of NOAH, which may cause significant delays.
ANY COSTS INCURRED WHILE WAITING FOR APPROVAL OF THE REQUIiSTED CHANGES
ARE THE RE5PONSIBILIT7' OF SUBRECIPIENT. THE GRANT ADMINISTRATOR WILT,
INFORM $UBRECiPIENT IF THE REQUEST IS APPROVED.
2.03 REAL ESTATE IMPROVEMENTS AND LAND ACQUISITION RI<aQUIREMENTS
If applicable, Subrecipient should ensure compliance with Supplement Article 4,
Special Conditions Applicable to Real Estate Improvements and Land Acquisitions,
in Attachment B.
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ARTICLE 3. TERM
3.01. DURAT[ON AND EXTENSION of TERM
{a) This Contract shall be effective as of November 10, 2010, and shall terminate
upon completion of the Pro}ect or on March 31, 2012, whichever is earlier. Upon
receipt of a written request and acceptable justification from Subrecipient, the
GLO may extend this Contract for a period not to exceed three (3) months. A~1y
request for extension mnst be received by the GLO at least forty-five (45)
days before tlae Contract's original termination date.
(b) HOWEVER, NOTWITHSTANDING THE PRECEDING SECTION 3.U1(a), NO WORK
MAY BEGIN AND NO COSTS WILL $E REIMBURSED FOR WORK UNDERTAKEN
PRIOR TO OCTOBER 1, 2010.
3.02 EARLY TERMINATION
The GLO may terminate this Contract by giving written notice specifying a ternvnatian
date at least thirty {30) days subsequent to the date of the notice. Upon receipt of any
such notice, Subrecipient shall cease wcrrl~, undertake to terminate any relevant
subcontracts, and incur no further expense related to this Contract. Such early
termination shall be subject to the equitable settlement of the respective interests of the
parties, accrued up to the date of termination.
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GLO Contract No.11-101-000x1634
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ARTICLE 4. GRANT ADNIINISTRATION
4.01 SU13MI55ION5
Except for legal notices that must be sent by specific instructions under Section 9.07
below, any written report, form, or request required to be submitted to the Grant
Administrator under this Contract shall be sent in Compliant Format via email to the
fallowing email address:
http.//www.alo.state.tx.uslcoastallgrantslsubrecinient.html
4.02 PROGRESS REPORTS
Subrecipient shall submit monthly progress reports and a Final Report, as required in the
Work Plan, in Compliant Format to the Grant Administrator at the time and in the manner
prescribed in Supplement Article 1, Grant Administration, in Attachment B.
4A3 DELIVERABLES
Subrecipient shall submit each of the Deliverables, as required in the Work Plan, in
Compliant Format to the Grant Administrator at the time and in the manner prescribed in
Supplement Article 1, Grant Administration, in Attachment B.
The GLO may require Subrecipient to conform any data presentation or products fwlded
under this Contract to reflect GLO continents.
Deliverable due dates may be amended by the Grant Administrator upon submission of a
written request and detailed justification by Subrecipient. Modifcations may require the
approval of NOAA, which may cause significant delays. TIIE GRANT ADMINISTRATOR
WILL INFORM SUBRECIPIENT IF THE REQUEST IS APPROVED.
4.04 REIMBURSEMENT REQUESTS
Subrecipient shall submit requests for reimbursement for costs allowed under this Contract
at the time and in the manner prescribed in Supplement Article 1, Grant Administration,
in Attachment B.
Subrecipient may not charge "other operating costs" {i.e., administrative costs,
computer usage fees, etc.) in addition to indirect costs, if such casts are already
included in the calculation to determine Subrecipient's indirect cost rate.
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GLO Contract No. I1-101-000-4634
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ARTICLE 5. STATE FUNDING
S.O1 STATE FUNDING
This Contract shall not be construed as creating any debt an behalf of the State of Texas
andlor the GLO in violation of Texas Constitution, Article III, Section 49. In compliance
with Texas Constitution, Article VIII, Section b, it is understood that ail obligations of the
GLO hereunder are subject to the availability of state funds. If such funds are not
appropriated or become unavailable, this Contract may be temunated. In that event, the
parties shall be discharged fiom further obligations, subject to the equitable settlement of
their respective interests, accrued up to the date of termination.
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GLO Contract No. 11-101-000-4634
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ARTICLE 6. INTELLECTUAL PROPERTY
6.01 OWNERSI3IP AND USE
(a) The parties to this Contract expressly agree that all right, title, and interest in, and ta,
all reports, drafts of reports, or other material, data, drawings, computer programs
and codes associated with this Contract, and/or any copyright or other intellectual
property rights, and any material or information developed and/or required to be
delivered under this Cantxact shall be jointly owned by the parties with each party
having the right to use, reproduce, or publish any or all of such information and
other materials without the necessity of obtaining permission from the other party
and without expense or charge.
(b) The United States Government is granted a royalty free, non-exclusive, and
irrevocable license to reproduce, publish, or otherwise use, and to authorize others
to use, for U.S. Government purposes, ail reports, drafts of reports, or other material,
data, drawings, computer programs, and codes associated with this Conixact, and/or
any copyright or other intellectual property rights, and any material or information
6.02 NONENDORSEMENT BY THE STATE AND THI; UNITED STATES
Subrecipient shall not publicize or otherwise circulate promotional material (such as
advertisements, sales brochures, press releases, speeches, still and motion pictures,
articles, manuscripts, or other publications} that states or implies State of Texas or U.S.
Government, or governxrlent employee, endorsement of a product, service, or position that
the Subrecipient represents. No release of information relating to this Grant may state or
imply that the State of Texas or the U.S. Government approves of Subrecipient's work
products, or considers Subrecipient's work product to be superior to other products or
services.
6.03 PUBLICATION DISCLAIMERS REQUIRED
The specific acknowledgements and funding statements that must be included in certain
publications funded by the Subrecipient are set forth in Article 3 of Attachment B.
6.04 SURVIVAL
THE PROVI5IONS OF THIS ARTICLE 6 SHALL SURVIVE THE TERMINATION OR
EXPIRATION OF THIS CONTRACT.
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ARTICLE 7. RECORDS 1 AUDITS /RETENTION /PUBLIC RECORDS
7.01 BOOIG5 AND RECORDS AND AUDITS
Subrecipient shall keep and maintain full, true, and complete records in accordance with
GAAP or GASB, whichever is applicable, necessary to fully disclose to the GLO, the
Texas State Auditor's Office, the United States Government, and/or their authorized
representatives sufficient information to determine compliance with the terms and
conditions of this Contract and all state and federal rules, regulations, and statutes.
7.02 PERIOD OF RETENTION
Subrecipient shall retain all records relevant to this Contract for a minimum of four {4)
years. If any federal funds are used in the Contract, Subrecipient shall retain said records
for a minimum of five (5) years. The period of retention begins at the date of payment by
the GLO for the goods or services or from the date of termination of the Contract,
whichever is later. The period of retention shall be extended for a period reasonably
necessary to complete an audit and/or to complete any administrative proceeding or
litigation that may ensue.
7.03 PUBLIC RECORDS
Pursuant to the Public Information Act, records received from Subrecipient may be open to
public inspection and copying. The GLO will have the duty to disclose such records, unless
a particular record is made confidential by law or excepted from the Act. Subrecipient may
clearly label any individual records as a "trade secret," provided that Subrecipient thereby
agrees to indemnify and defend the GLO for honoring such designation. The failure to so
label any record shall constitute a complete waiver of any and all claims for damages caused
by release of the records. If a request for a labeled record is received by the GLO, the GLO
will notify Subrecipient of the request in accordance with the Public Information Act.
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GLO Contract No. 11-101-000-4b34
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ARTICLE $. EVENTS OF DEFAULT .AND REMEDIES
$.Ol EVENTS OF DEFAULT
Each of the fallowing events shall constitute an Event of Default under this Contract: {i)
Subrecipient's failure to comply with any term, covenant, or provision contained in this
Contract; (ii) Subrecipient makes a general assignment far the benefit of creditors or takes
any similar action for the protection or benefit of creditors; or (iii) if at any time,
Subrecipient makes any representation ar warranty that is incorrect in any material respect
to the Work Plan, any request for payment submitted to the GLO, or any report submitted
to the GLO related to the Contract.
$A2 REMEDIES NO WAIVER
Upon the occurrence of any such Event of Default, the GLO shall be entitled to avail itself
of any legal remedy. Aright or remedy conferred by this Contract upon either Party is not
intended to be exclusive of any other right or remedy, and each and every right and remedy
shall be cumulative and in addition to any other right or remedy given under this Contract,
or hereafter legally existing upon the occurrence of an Event of Default. The failure of the
GLO either to insist at any time upon the strict observance or perfonnance of any of the
provisions of this Contract, or to exercise any right ar remedy as provided in this Contract,
shall not impair any such right or remedy or be construed as a waiver or relinquishment
thereof with respect to subsequent defaults.
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GLO Contract No. 11-101-000-4634
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ARTICLE 9. MISCELLANEOUS PROVISIONS
9.01 CONTRACT AMENDMENT
Unless otherwise provided herein, any amendment to this Contract must be made by formal
Contract amendment, executed by both parties and, if required by federal law, approved by
NOAA.
9.02 LEGAL OBLIGATIONS
Subrecipient shall procure and maintain far the duration of this Contract any state, county,
city, or federal license, authorization, insurance, waiver, permit, qualif cation or
certification required by statute, ordinance, law, or regulation to be held by Subrecipient
to provide the goods or services required by this Contract. Subrecipient will be
responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses
required by law. Subrecipient agrees to be responsible for payment of any such
government obligations not paid by its Subcontractors during performance of this
Contract. Subrecipient shall not commence construction of the Project until it has
obtained the requisite licenses andlor permits. COPIES OF SUCH LICENSES AND PERMITS
SHALL BE INCLUDED AS A PART OF THE PROGRESS REPORT, AS DEFINED IN THIS
CONTRACT, FOR THE PERIOD DURING WHICH THEY ARE OBTAINED.
4.03 INDEMNITY
AS GOVERNMENTAL ENTITIES AND AS REQUIRED UNDER THE CONSTITUTION AND LAWS
OF THE STATE OF TEXAS, EACH PARTY UNDERSTANDS THAT THEY ARE LIABLE FOR ANY
PERSONAL INJURIES, PROPERTY DAMAGE, OR DEATH RESULTING FROM THE ACTS OR
OMISSIONS OF SUCH PARTY. IN THE EVENT THAT THE GLO IS NAMED AS A PARTY
DEFENDANT IN ANY LITIGATION ARISING OUT OF ALLEGATIONS OF PERSONAL INJURY,
DEATH, OR PROPERTY DAMAGE RESULTING FROM THE ACTS OR OMISSIONS OF
SUBRECIPIENT, AND FOR WHICH THE GLO IS LIABLE, IF AT ALL, ONLY THROUGH THE
VICARIOUS LIABILITY OF SUBRECIPIENT, THEN, IN SUCH EVENT, SUBRECIPIENT AGREES
THAT IT WILL PAY, ON BEHALF OF THE GLO, ALL COSTS AND EXPENSES OF LITIGATION
(INCLUDING ANY COURT COSTS, REASONABLE ATTORNEYS' FEES, PEES OF ATTORNEYS
APPROVED BY THE OFFICE OF THE TEXAS ATTORNEY GENERAL AS WELL AS ALL
AMOUNTS PAID IN SETTLEMENT OF ANY CLAIM, ACTION, OR SUIT, 1NCLUDING
JUDGMENT OR VERDICT, ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT. IN
THE EVENT THAT SUBRECIPIENT IS NAMED AS A PARTY DEFENDANT IN ANY LITIGATION
SEEKING ANY DAMAGES FOR ANY PROPERTY DAMAGES PERSONAL INJURY, OR DEATH
RESULTING OUT OF THE GLO'S ACTIONS OR OMISSIONS, AND SUBREGIPIENT'S SOLE
LIABILITY, IF ANY, IS ONLY VICARIOUSLY THROUGH THE GLO, THEN, IN SUCH EVENT,
THE GLO AGREES TO PAY ANY AND ALL CLAIMS, DEMANDS, OR LOSSES, INCLUDING
EXPENSES OF LITIGATION (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT
COSTS} INCURRED BY SUBRECIPIENT~ INCLUDING ANY VERDICTS OR JC3DGMENTS OR
AMOUNTS PAID IN SETTLEMENT OF ANY CLAIM ARISING OUT OF, OR IN CONNECTION
WITH THIS CONTRACT. ANY ATTORNEYS RETAINED BY SUBRECIPIENT TO REPRESENT
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ANY INTEREST OF THE GLO MUST BE APPROVED BY THE GLO AND BY THE OFFICE OF
THE TEXAS ATTORNEY GENERAL. ANY ATTORNEYS RETAINED BY THE GLO TO
REPRESENT THE INTEREST OF SUBRECH'IENT MUST BE APPROVED BY SUBRECIPiENT.
9.04 ASSIGNMENT AND SUBCONTRACTS
(a) Subrecipient shall not assign, transfer, or delegate any rights, obligations, or duties
under this Contract not encompassed within the Wark Plan without the prior
written consent of the GLO. Notwithstanding this provision, it is mutually
understood and agreed that Subrecipient may subcontract with others for some ar
all of the services ar work to be performed. In no event may Subrecipient delegate
or transfer its responsibility for use of the funds under this Contract.
(b) in any approved subcontracts, Subrecipient shall legally bind any such
subcontractors to perform, and make such subcontractors subject to, all the duties,
requirements, and obligations of Subrecipient specified herein. Nothing in this
Contract shall be construed to relieve Subrecipient of the responsibility for
ensuring that that the goods delivered and/or the services rendered by Subrecipient
andlor any of its subcontractors comply with all the terms and provisions of this
Contract. Subrecipient will provide written notification to the GLO of any such
subcontractor performing fifteen percent {15%) or mare of the work under this
Contract, including the name and taxpayer identification. number of subcontractor,
the task(s) being performed, and the number of subcontractor employees expected
to work on the task.
(c} The GLO and NOAA shall have the right to initiate communications with any
subcontractor, and may request access to any books, documents, papers, and
retards of a subcontractor directly pertinent to this grant. Such communications
may be required to conduct audits and examinations and gather additional
information.
9.05 RELATIONSHIP OF THE PARTIES
Subrecipient is associated with the GLO only for the purposes and to the extent specified
in this Contract, and, in respect to Subrecipient's performance pursuant to this Contract,
Subrecipient shall have the sole right to supervise, manage, opexate, control, and direct
performance of the details incident to its duties under this Contract. Nothing contained in
this Contract shall be deemed or construed to create a partnership or joint- venture, to
create relationships of an employer-employee or principal-agent, or to otherwise create
for the GLO any liability whatsoever with respect to the indebtedness, liabilities, and
obligations of Subrecipient or any other parry.
9.OG COMPLIANCE WITH OTHER LAWS
In the performance of this Contract, Subrecipient shall comply with all applicable federal,
state, and local laws, ordinances, and regulations. Subrecipient shall make itself familiar
with and at all times shall observe and comply with all federal, state, and local laws,
ordinances, and regulations that in any manner affect performance under this Contract.
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9.07 NOTICES
Any notices required under this Contract shall be deemed delivered when deposited either
in the United States mail, postage paid, certified, return receipt requested; or with a
common carrier, overnight, signature required, to the appropriate address below:
GLO
Texas General Land Office
1700 N. Congress Avenue, Room 910
Austin, TX 78701
Attention: Legal Services Division
Subrecipient
City of Corpus Christi
1201 Leopard
Corpus Christi, TX 78401
Attention: Angel R. Escobar, City Manager
Notice -given in any other manner shall be deemed effective only if and when received by
the party to be notified. Either party may change its address for notice by written notice to
the other party as herein provided.
9.08 GOVERNING LAW AND VENUE
This Contract and the rights and obligations of the parties hereto shall be governed by,
and construed according to, the laws of the State of Texas, exclusive of conflicts of law
provisions. Venue of any suit brought under this Contract shall be in a court of
competent jurisdiction in Travis County, Texas. Subrecipient irrevocably waives any
objection, including any objection to personal jurisdiction ar the laying of venue or based
on the grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any action or proceeding in such jurisdiction in respect of this Contract or any
dOCUmerit related hereto. NOTHING IN 'THIS SECTION SHALL BE CONSTRUED As A
WAIVER OF SOVEREIGN IMMUNITY BY THE GLO.
9.09 ~EVERABILITY
If any provision contained in this Contract is held to be unenforceable by a court of law,
this Cankract shall be construed as if such provision did not exist and the non-
enforceability of such provision shall not be held to render any other provision ar
provisions of this Contract unenforceable.
9.~U DISPUTE RESOLUTION
If a Contract dispute arises that cannot be resolved to the satisfaction of the porkies, either
parley may notify the other party in writing of the dispute. If the parties are unable to
satisfactorily resolve the dispute within fourteen (14} days. of the written notification, the
GLO Contract No. 11-101-000-4534
Page 14 of 15
parties must use the dispute resolution process provided for in Chapter 2260 of the Texas
Government Code to attempt to resolve the dispute. Tllis provision shall not apply to any
matter with respect to which either party may make a decision within its respective sole
discretion.
9.11 PROPER AUTHORITY
Each parry hereto represents and warrants that the person executing this Contract on its
behalf has full power and authority to enter into this Contract. Subrecipient acknowledges
that this Contract is effective for the period of time specified in the Contract. Any services
performed by Subrecipient before this Contract is effective or after it ceases to be effective
are performed at the sole risk of Subxecipient.
9.12 ENTIRE CONTRACT AND MODIFICATIONS
This Contract, its integrated attachment(s), and any purchase order issued in conjunction
with this Contract constitute the entire agreement of the parties and are intended as a
complete and exclusive statement of the promises, representations, negotiations,
discussions, and other agreements that may have been made in connection with the subject
matter hereof Any additional ar conflicting terms in such attachment(s) andlox purchase
order shall be harmonized with this Contract to the extent possible. Unless such integrated
attachment or purchase order specifically displays a mutual intent to amend a particular part
of this Contract, general conflicts in language shall be construed consistently with the terms
of this Contract.
9.13 COUNTERPARTS
This Contract may be executed in any number of counterparts, each of which shall be an
original, and all such counterparts shall together constitute but one and the same Contract.
If the Contract is not executed by the GLO within thirty (30} days of execution by the
other party, this Contract shall be null and void.
SIGNATURE PAGE FOLLOWS
GLO Contract No. 11-101-000-4G34
Page 15 of 1S
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SIGNATURE PAGE FoR GLO CONTRACT No. i l-l.OX-000-4634
GENERAL LAND OFFICE
Larry aine, Chief Clerkl
Deputy Land Commissi ner
Date of execution: 3 ~ ~ ii
.A.
"~ A~G.C.
G.C.
CITY oIa CORPUS CHRISTI
By GIGS ~i , ~SCO~cr'
TitIe:__ ~~ _ ~ Y10~pg2 f-"
Date of execution: ~~. 0
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Approved as to form:
~, y fining
~=€rst A sistant ity At#vrney
nor City Attorney
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Attachment: C
Page 2 of 5
g. Will comply, as applicable, with the provisions of the Davis-
Bacon Act (40 U.S.C. §§276a to 276a-7), the Copeland 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 Tabor standards for federally-assisted
construe#ion subagreements.
10. Will comply, if applicable, with flood insurance purchase
requirements of Section 102(a) of the Flood Disaster
Protec#ion Act of 1973 (P.L. 93-234} which requires
recipients in a special flood hazard area to participate in the
program and to purchase flood insurance if the total cost of
insurable construction and acquisition is $10,000 or more.
11. Will comply with environmental standards which may be
prescribed pursuant to the following: (a} institution of
environmental quality control measures under the National
Environmental Policy Act of 1969 (P.L. 91-190) and
Executive Order (EO) 11514; (b} notification of violating
facilities pursuant fo EO 11738; (c) protection of wetlands
pursuant to EO 11990; (d) evaluation of flocd hazards in
floodplains in accordance with EO i 1988; (e} assurance of
project consistency with the approved State management
program developed under the Coastal Zone Management
Act of 1972 (16 U.S.C. §§i451 eE seq.); (f) conformity of
Federal actions to State (Clean Air) Implementation Plans
under Section 176(c) of the Clean Air Act of 1955, as
amended (42 U.S.C. §§7401 et seq.); (g} protection of
underground sources of drinking water under the Safe
Drinking Water Act of 1974, as amended (P.L. 93-523);
and, (h} protection of endangered species under the
Endangered Species Act of 1973, a5 amended (P.L. 93-
205).
12. Will comply wi#h the Wild and Scenic Rivers Act of
1968 (16 U.S.C. §§1271 et seq.} related to protecting
components or potential components of the national
wild and scenic rivers system.
13. Will assist the awarding agency in assuring compliance
with Section 106 of the Nationa! Historic Preservation
Act of 1966, as amended (16 U.S.C. §470), EO 11593
(identification and protection of historic properties}, and
the Archaeological and Historic Preservation Act of
1974 (16.U.S.C. §§469a-1 et seq.).
14. Will comply with P.L. 93-348 regarding the protection of
human subjects involved in research, development, and
related activities supported by this award of assistance.
15. Will comply with the Laboratory Animal Welfare Act of
1966 (P.L, 89-544, as amended, 7 U.S.C. §§2131 et
seq.) pertaining to the care, handling, and treatment of
warm blooded animals held for research, teaching, or
other activities supported by this award of assistance.
16. Will comply with the Lead-Based Paint Poisoning
Prevention Act (42 U.S.C. §§4801 et seq.) which
prohibits the use of feed-based pain# in construction or
rehabilitation of residence structures.
17. Will cause to be performed the required financial and
compliance audits in accordance with the Single Audit
Act Amendments of 1995 and OMB Circular No. A-133,
"Audits of States, Local Governments, and Non-Profit
Organizations."
18. Will comply with all applicable requirements of all other
Federal laws, executive orders, regulations, and policies
governing this program.
SIGNATURE OF AUTHORIZED CERTIFYING 01=FICIAL TITLE
..
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APPLI N ORGANIZATION DATE SUBMITTED
//
Standard Form 4248 (Rev. 7-97y Back
THIS FORM MUST BE ERECi3TED
~~ ,
• " '" • Attachment C
Page 3 of 5
FORM GD~12 U.S. OEPkRTMENT OF COMMERCE
(REV 1204)
CERTIFICATION REGARDING LOBBYING
LOWER TIER COVERED TRANSACTIONS
Applicants should review the instructions for certification included in the regulations before completing this form. Signature
on this form provides for compliance with certification requirements under 15 CFR Part 28, "New Restrictions on Lobbying."
LOBBYING
As required by Section 1352, Title 31 of the U.S. Code, and
implemented at 95 CFR Part 28, for persons entering into a grant,
cooperative agreement or contract over $100,000 or a loan or loan
guarantee over $150,000 as definod at 15 CFR Part 28, Sections
28.105 and 28.'110, the applicant certifies that to the best of his or her
knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid,
by or vn behalf of the undersigned, to any person for influencing yr
attempting to influence an officer or employee of any agency, a
Member of Congress in connection with the awarding of any
Federal contract, the making of any Federal grant, the making of
any Federal loan, the entering into of any cooperative agreement,
and the extension, continuation, renewal, amendment, or
modifcaiion of any Federal contract, grant, loan, or cooperative
agreement.
{2) If any funds other than Federal appropriated funds have been
paid or will be paid to any person for influencing or attempting to
influence an officer or employee of any agency, a Member of
Congress, an offscer or employee of Congress, or an employee of a
member of Congress in connection with this Federal contract, grant,
loan, or oaoperative agreement, the undersigned shall complete and
submit Standard Form-LLL, "Disclosure Farm to Report Lobbying,"
in accordance with its instructions.
Statement for Loan Guarantees and Loan Insurance
The undersigned states, to the best of his or her knowledge
and belief, that:
In any funds have been paid orwill be paid to any person for
influencing or attempting to influence an officer or employee
of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in
connection with this commitment providing for the United
States to insure or guarantee a ban, the undersigned shall
complete and submit Standard Farm-LLL, "Disclosure Form
to Report Lobbying," in accordance with its instructions.
Submission of this statement is a prerequisite far making or
entering into this transaction imposed by section 1352, title
31, U.S. Gode. Any person who tai€s to file the required state-
mentshall besubject to acivil penalty of not less than $90,000
and not more than $100,000 for each such failure occurring
on or before October 23, 1996, and of not less than $19,000
and not mare than $110,000 for each such failure occurring
after October 23, 1996.
{3) The undersigned shall require that the language of this
certification be included in the award documents for ail subawards at
all tiers {including subcantracis, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subreapients
shall certify and disclose accordingly.
This certification is a ma#erial representation of fact upon which,
reliance was placed when this transaction was made or entered into.'
Submission of this certification is a prerequisite for making or
entering into this transaction imposed by section 1352, title 31, U.S.
Code. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more
than $100,000 for each such failure occurring on or before
Dctober 23, 1996, and of not less than $11,000 and not more
than $110,000 for each such failure occurring after October 23,
1996.
As tine duly authorized representative of the applicant, I hereby certify that the applicant will comply with the
shave applicable certification.
NAMr= DF APPLICANT AWARD NUMBER ANDIOR PROJECT NAME
~i ~ ~ us 1~~t5fl ~..C~S
PRINTED MEAND TITLE OFAUTWORIZED REPRESENTATIVE
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S1GNA RE / DATE
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