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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 ~~~~~~~ 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. GLO Contract No. 1i-1fl1-flflfl-4634 Page 2 of 15 "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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Controct No. ll-101-000-4634 Page 3 of 15 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. REMAlNbER Oti PAGE INTENTTONALLY Lt;tiT BLANK GLO Con#ract No. I I-i01-0DO-4634 gage 4 of I5 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. GLO Contract No. li-lUl-O(~0-4634 Page 5 of 15 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No.11-101-000x1634 Pace 5 of 13 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No. I1-101-000-4634 Page 7 of 15 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No. 11-101-000-4634 Page S of 15 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No. 11-101-000-9634 Page 9 of 15 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No. 11-101-000-4b34 Page 10 of 15 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No. 11-101-000-4634 Page 11 of 15 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 GLO Contract No. 11-101-000-4634 Page 12 of 15 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. GLO Contract No. 11-101-000-4634 Page 13 of 15 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 ~ , , ., , 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 ~Q~„ 0= At1THURi~E~ ~ c~u~ico~ ~~-~ f ~~..._ .~....4..e._.~.......~ s~craETllR~ Y~~ 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 .. ~L:gG®frlrt~ r {mot /'~ l~ 10ir' ~ . ~ cafoar 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 ~ ¢-~ ~ . r lt. 2r S1GNA RE / DATE ~,r~,~ rr°~au~w•~ i4~- ~ 14- ~ ID