Loading...
HomeMy WebLinkAbout1994-066E:\WPDOCS\ORD\TNRCC ORDINANCE NO. Q )&p 7 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF DENTON AND TEXAS NATURAL RESOURCE CONSERVATION COMMISSION TO ESTABLISH AND OPERATE A DEMONSTRATION COMPOSTING PROJECT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. That the City Manager is authorized to execute an Interlocal Agreement between the City of Denton and Texas Natural Resource Conservation Commission to establish and operate a demon- stration composting project, under the terms and conditions con- tained in said Agreement, which is attached hereto and made a part hereof. SECTION II. That the City Council hereby authorizes the expenditure of funds in the amount of $40,000.00 for the estab- lishment and operation of said composting project, as specified in the Agreement. SECTION III. That this ordinance shall become effective immed- iately upon its passage and approval. ' PASSED AND APPROVED this the � day of , 1994. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY?OVED AP AS TO LEGAL FORM: DEBRA A. DRAYOVITCH, CITY ATTORNEY -I EXHIBIT 1 TO ATTACHMENT C DESIGNATION OF AUTHORIZED REPRESENTATIVES DESIGNATED LOCATION FOR RECORD ACCESS AND REVIE9P TNPCC Contract No. 4100000069 1. 2. EXHIBIT 1 TO ATTACHMENT C DESIGNATION OF AUTHORIZED REPRESENTATIVES AND DESIGNATED LOCATION FOR RECORD ACCESS AND REVIEW DESIGNATION OF AUTHORIZED REPRESENTATIVES (a) The Executive Director of TNRCC hereby designates the individual named below as the person authorized to give direction to the PERFORMING PARTY as an Authorized Representative of the FUNDING AGENCY: Kitty Coley, Composting Program Manager Office of Pollution Prevention and Recycling Texas Natural Resource Conservation Commission P. 0. Box 13087 Austin, Texas 78711-3087 (b) The PERFORMING PARTY hereby designates the individual named below as the person authorized to receive direction from the FUNDING AGENCY, to manage the work being perfprmed, and to act on behalf of the PERFORMING PARTY as an Authorized Representative: Cecile Carson, Community Beautification, Planning, City of Denton 215 East McKinney Street Denton, Texas 76201 Improvement Coordinator and Development Department DESIGNATED LOCATION FOR RECORD ACCESS AND REVIEW Beautification, Planning, City of Denton 215 East McKinney Street Denton, Texas 76201 and Development Department TNRCC Contract No. 4100000069 THE STATE OF TEXAS COUNTY OF TRAVIS TNRCC Contract Number 4100000069 INTERLOCAL CONTRACT THIS INTERLOCAL (INTERGOVERNMENTAL) CONTRACT (herein referred to as the "Contract") is entered into by and between the governmental entities shown below as "Contracting Parties", pursuant to the authority granted end in compliance with the provisions of the "Interlocal Cooperation Act", TEXAS GOVERNMENT CODE, Chapter 791. I. CONTRACTING PARTIES: The Funding Agency: Texas Natural Resource Conservation Commission (TNRCC) The Performing Party: City of Denton _— II. ACTIVITIES TO BE PERFORMED: See "Attachment A - Scope of Services and Schedule of Deliverables" III. BASES FOR CALCULATING REIMBURSABLE COSTS: See "Attachment B - Eligible Reimbursable Costs and Payment Procedures" IV. CONTRACT AMOUNT: The total cost of services to be performed in connection with this Contract is: forty thousand dollars , ($ 40 000). Payments under this Contract are contingent upon the PERFORMING PARTY providing matching funds for fifty percent (50%) of the total project cost. The PERFORMING PARTY shall, therefore, be reimbursed fifty percent (50%) of the total allowable costs documented in each payment request such that payments by the FUNDING AGENCY to the PERFORMING PARTY shall at no time exceed fifty percent (50%) of the total allowable costs or twenty thousand dollars, $ 20,000 whichever is less. Any program costs in excess of _ 20 000 are the obligation of the PERFORMING PARTY. Page 1 r V. ADDITIONAL CONTRACT PROVISIONS: See "Attachment C - Additional Contract Provisions" V I . ATTACHMENTS: Attachments "A - C", "Exhibit 1" and "Exhibit 2" to Attachment A, and "Exhibit 1 to Attachment C" are attached to this Contract and are hereby incorporated herein and made a part of this Contract for all purposes. VII. TERM OF CONTRACT: This Contract begins _January 1, 1994, and terminates December 31, 1994. The TEXAS NATURAL RESOURCE CONSERVATION COMMISSION (FUNDING AGENCY) certifies that it has the authority to contract for the above services by authority granted in the Current Appropriations Act TEX. WATER CODE SS 229 and HEALTH AND SAFFmv rnnF eIc, n,n The PERFORMING PARTY certifies that it has authority to perform the services contracted for by authority granted in Ordinance Nnmhar Qd_/1GG �.a ...... ..a L__ ,_�_ FUNDING AGENCY Texas Natural Resource Conservation Commission (Name of Agency) By: (Authorized Signature) (Printed Name) ( Title) Date: TNRCC Contract No. 4100000069 PERFORMING PARTY N Date: (Title) Page 2 ATTACHMENT A SCOPE OF SERVICES 9v p SCHEDULE OF DELIVERABLES TNRCC Contract No. 4100000069 ATTACHMENT A SCOPE OF SERVICES AND SCHEDULE OF DELIVERABLES ARTICLE 1. SUMMARY AND GENERAL PROVISIONS (a) The PERFORMING PARTY will establish and operate a demonstration composting project in accordance with its Municipal Solid Waste Composting Demonstration Grants proposal (hereafter called the "Narrative Proposal") submitted to the FUNDING AGENCY for State Fiscal Year 1994. The objectives of the project are to: (1) Demonstrate how composting technology can be used to minimize waste or recover resources currently entering the municipal solid waste stream; (2) Increase the value, usefulness, and availability of recovered resources through composting; and (3) Provide public education, related to efficient and wise use of natural resources and protection of public health and the environment, through community outreach programs. (b) The PERFORMING PARTY will receive financial assistance from the FUNDING AGENCY for the program and period specified in this Contract, unless this Contract is properly amended or extended. This grant requires at least 50 percent funding match by the PERFORMING PARTY. (c) The geographical area covered by the grant project shall be within the incorporated limits of Denton Texas - (d) The PERFORMING PARTY shall conduct the project in accordance with this "Scope of Services and Schedule of Deliverables" and the "Narrative Proposal,, submitted by the PERFORMING PARTY with the grant application. The Narrative Proposal is Exhibit 1 to this Attachment. Where provisions of the Narrative Proposal conflict with the Scope of Services and Schedule of Deliverables, the provisions of the Scope of Services and Schedule of Deliverables of this Contract shall prevail. (e) None of the funds included in the budget for this Contract shall be used to pay overtime. The PERFORMING PARTY shall be responsible for any obligations of overtime pay due employees and any such obligations shall be exclusive of the budget in this Contract. (f) None of the funds included in the budget for this Contract shall be used to purchase computer equipment or software. TNRCC Contract No. 4100000069 Attachment A, Page 1 ARTICLE 2. REPORTING (a) For every State Fiscal Year quarter (three month period) or part of a State Fiscal Year quarterly period covered by this Contract, the PERFORMING PARTY shall submit a Project Activity Report to the FUNDING AGENCY which shall summarize the grant project related activities that occurred during the quarter. A report shall be due the 20th calendar day following the end of each quarterly reporting period. As a minimum, a report shall include information on the following items: (1) Details of any construction in progress or completed; (2) Details of any major purchases; (3) Details of any technical assistance that may be needed; and (4) A detailed summary of activities accomplished to date, especially public awareness activities. (b) The PERFORMING PARTY shall submit, not later than 30 days following the end of the Contract term, a Project Activity Summary Report to the FUNDING AGENCY, which shall consist of a comprehensive detailed summary of the activities, problems and accomplishments of the composting demonstration project that occurred during the term of the Contract. The FUNDING AGENCY will develop and issue (to the PERFORMING PARTY) guidelines for the Project Activity Summary report. (c) Additional reporting requirements, related to grant project expenditures, are addressed in Attachment B, Articles 4, 5, and 6 of this Contract. In instances where the PERFORMING PARTY wishes to be reimbursed monthly rather than quarterly, then a TNRCC Financial Status Report shall be submitted each month. ARTICLE 3. COMKUNITY EDUCATION Community education is an integral part of this Contract. The PERFORMING PARTY shall make its composting facility available to the general public as a demonstration site, and shall provide tours, printed educational materials and project descriptions to interested parties. The PERFORMING PARTY shall conduct one or more additional community education activities during the Contract term. Additional activities include but are not limited to: (a) Presentation(s) at schools, neighborhood organization meetings, service organization meetings, etc; (b) Newspaper and newsletter articles or advertisements; (c) Information flyers distributed to target areas; and (d) Radio and/or television programs and advertisements or other media campaigns. TNRCC Contract No, 4100000069 Attachment A, Page 2 EXHIBIT 1 TO ATTACHMENT A NARRATIVE PROPOSAL SUBMITTED BY THE PERFORMING PARTY TNRCC Contract No. 4100000069 MUNICIPAL SOLID WASTE COMPOSTING DEMONSTRATION GRANT TEXAS WATER COMMISSION MUNICIPAL SOLID WASTE COMPOSTING DEMONSTRATION GRANT TEXAS WATER COMMISSION The City of Denton, in conjunction with the Texas Agricultural Extension Service -Denton County, is applying for a grant from the Texas Water Commission to continue.a demonstration and public education program on composting. The grant will provide funding for compost units, educational materials, public service announcements, distribution of the demonstration report, and an intern to coordinate these efforts. Denton residents have participated in a backyard composting program for the past seven months. The residents have assembled and used backyard compost units and have provided data to the City of Denton. The study was done to determine the best units by evaluating factors including ease of assembly, time needed to complete the composting process, and volume of material generated. The ultimate goal of the City of Denton is to reduce the amount of yard waste entering the Denton Municipal Landfill. The 1992-93 program evaluated ten different types of units. To continue the project, demonstrators would be selected to test two additional tumbler compost units. The data will be- added to existing report to be' distributed through the Texas Agricultural extension service. A report and compost "recipe" card created under the previous grant will be finalized and printed. The material will be distributed with the assistance of the Texas Agricultural Extension Service. In addition educational materials will be distributed to approximately 50 cities in the Keep Texas Beautiful system. Additional educational materials will be produced for distribution to all residential solid waste customers. RESULTS The data collected will be published in a report to be distributed through the Texas Agricultural 'Extension Service. The data includes type of units, types of material used, and volume of material produced. A small recipe card will be provided which will include simple steps to a successful compost process. FA i O i A public service announcement will be produced for the local cable network. The psa will air for two months. It will be designed to provide information as well as encourage composting projects. A utility bill insert will be distributed to 30,000 residential electric customers. The insert will provide educational information on composting and recommended units. The demonstration program will also include distribution of compost units to all elementary schools in Denton. Fifth grade classes will be targeted to receive compost units and provided with curriculum materials. Representatives from Keep Denton Beautiful and the Texas Agricultural Extension Service will provide guest speakers and technical assistance. With approximately 25% of residential solid waste identified as yard waste, Denton is actively pursuing methods to reduce the amount of yard waste entering the landfill. Beginning in the Fall of 1993, Denton Municipal Utilities is proposing a limited separate yard waste collection system. By encouraging backyard composting we will be able to reduce the volume of material collected.' Since customers will be charged based on the volume of material placed at the curb, we will need to provide broad based educational materials on composting as an alternative. IN KIND CONTRIBUTION PERSONNEL COMMUNITY IMPROVEMENT COORDINATOR SALARY FRINGE AGRICULTURAL EXTENSION SERVICE SALARY FRINGE COMPOST VOLUNTEERS POSTAGE - UTILITY INSERT PSA DESIGN WORD PROCESSING TOTAL GRANT REQUEST ADMINISTRATIVE INTERN SALARY @ $6.15 PER HOUR FRINGE SUPPLIES COMPOST BINS FILM, PAPER maiLl PRINTING_ INSERT POSTAGE COPIES BROCHURES -- - - - - - PUBLIC SERVICE ANNOUNCEMENT TOTAL $ 5,161 675 $ 1,728 226 $ 4,900 $ 7,440 300 200 $20,630 $ 3,200 420 $ 8,000 $ 500 $ 500 $ 250 _ ^$- - 750 $ 1,000 yA S. Fiscal Budget Information S drat Categories source of finds (1) Stets Solid Waste Grant Funds (2) Applicant in -Kind Contribution (3) All Other Funding Sources (4) Total a. Personnei/Salaries = 3200 f 11789 • S 14989 ✓ b. Fringe Benefits' 420 901 1321 e. Travel d. Supplies (let than SSOO) 8500 8500 e. Equipment (SSOO and over)— f. Contractual g. Construction h. Other 5000 7940 12940 I. Total Olreet Charges (Sum a thru h) s 19620 S 20630 s s 40250 j. Indirect Charges lc. rotas (She ( and 1) s 19620 S 20630 s s 40250 I. Fringe Benefit Rate 13.08 percerht (Fringe gerefit Rate as a Percent of Personnel/Saler(es) ■. Indirect Cher" Rate (1) p Standard Rate (from Ind(rset Cost Computation Table) - (2) (1 Special Rate (a) l7 Currently Approved Approval, Agency' (b) 13 Provisional Approval Approval Agency 6. Personnel Budget Inforastion _Position Title (1) monthly Salary (2) Percent Time Per Month (3) MLOWAr of months In Project (4) Tota( Salary Contributed (S) Worker Year (FTE's) S. Community Im rovement Coordinator s 2867 .1 12 s 5161 b. A . Extention - Horticulturalist 2680 .05 12 172 o' Administrative Intern 266.66 100 12 3200 ✓ d• Volunteers 980 @ $5 per hour 4900 -.100 10 4900 ✓ f. 9• . h. i. J. k. M. n. P. q. - —' -- -_ - — - - - - TOTAL. s 14989.00 (Oupllcate this fors if necessary In order to list all ewloyse salaryltiarearbinstiar)_ r 8. Supplies Information (supplement to item 5.d.) The amount on the Fiscal Budget requested for supplies is: $ 15nn For any supplies that have a unit cost of at least $100 but less than $5000 describe the types and numbers of items you intend''to purchase with grant funds. Supplies would include compost bins and tools. Most bins are under $100, but one type will exceed $100. We plan to purchase tumbler bins which range from $200 to $300 each. In our previous grant request we excluded these bins due to cost- however, we have received numerous Ynqu-ires about the quality and productivity of these bins. Our goal is to purchase tvo (2) types of tumbler bins and distribute twenty (20) to demonstrators for evaluation. The data collected. would be added to the data gathered on the ten (10) other types of units tested in the first grant. 9. Information to item 5.0. The amount on the Fiscal Budget requested for equipment is: $ 2500 Itemize, describe, and justify all equipment. Add pages as necessary, by attachments to this page. When itemizing equipment, separate into the following categories as applicable: a. Computer Hardware b. Computer Software c. Furniture d. vehicles e. other a. Computer Hardware: A IBM capable computer is necess to complete the report to be distributed o all County Extension Offices. The puter will provide intern with aaabilit o analyze data collected in previous years d create new documents for distributon. set quality printing is currently unavailable nd this would make a significant differen in the ability to do lay -outs of educa onal materials. Computer and printer are estimated at $1,800. i' b. Computer Software: Software would be"p cased but limited to those packages necess to omplete documentations. Proposal Inc es $700 for word processing and graphic tware. -- 7 lo. contractor Information (supplement to item 5.f.) If all or part of the proposed project is to be performed by a contractor, describe the function and purpose of the contractor, how the contractor was or will be selected, and how the contractor will. be reimbursed. Add pages as necessary, as attachments to this page. NOT APPLICABLE 0 EXHIBIT 2 TO ATTACHMENT A SCHEDULE OF DELIVERABLES TNRCC Contract No. 4100000069 EXHIBIT 2 TO ATTACHMENT A SCHEDULE OF DELIVERABLES PERFORMING PARTY 01-20-94 Begin contract program activities; purchase equipment. 03-20-94 Submit first quarterly Project Activity Report and Financial Status Report.1 06-20-94 Submit second quarterly Project Activity Report and Financial Status Report. 06-29-94 Attend mid -year evaluation conference. FUNDING AGENCY 01-20-94 Develop Project Activity Report Form. 03-30-94 Evaluate quarterly reports and purchase vouchers; forward purchase vouchers to Fiscal for reimburse- ment of one-half the eligible project costs. 06-30-94 Evaluate quarterly reports and purchase vouchers; forward purchase vouchers to Fiscal for reimburse- ment of one-half the eligible project costs. 06-29-94 Conduct mid -year evaluation conference. Provide guidance for the Project Activity Summary Report. 09-20-94 Submit third quarterly 09-30-94 Project Activity Report and Financial Status Report. 12-20-94 Submit fourth quarterly Project Activity Report and Financial Status Report. Evaluate quarterly reports and purchase vouchers; forward purchase vouchers to Fiscal for reimburse- ment of one-half the eligible project costs. 12-30-94 Conduct end -of -year evaluation; forward purchase vouchers to Fiscal for reimburse- ment of one-half the eligible project costs. ' The PERFORMING PARTY may choose to submit the FINANCIAL STATUS REPORT monthly rather than quarterly. TNRCC Contract No. 4100000069 Exhibit 2 to Attachment A, Page 1 PERFORMING PARTY FUNDING AGENCY 01-31-95 Submit Project Activity Summary Report for complete Contract term. 02-15-95 Submit Final Financial 02-28-95 Process any final Status Report and any purchase voucher. purchase voucher necessary to finalize Contract payments. TNFCC Contract No. 4100000069 Exhibit 2 to Attachment A, Page 2 ATTACHMENT B ELIGIBLE REIMBURSABLE COSTS AND PAYMENT PROCEDURES TNRCC Contract No. 4100000069 ELIGIBLE REIMBURSABLE COSTS AND PAYMENT ARTICLE 1. AUTHORIZED EXPENSES (a) Total FUNDING AGENCY obligation for expenses (costs) authorized under this Contract shall not exceed the amount set forth on page 1 of this Contract under Section IV, titled "Contract Amount." (b) Total authorized expenses, acquisitions or expenditures under this Contract, including, where applicable, required "matching fund costs" or "in -kind contributions" are as follows: Personnel/Salary. . . . . . .$ 15,000 Fringe Benefits . . . . . . . 1,500 Travel . . . . . . . . . . . . 200 Supplies. . . . . . . . . . . 10,000 Equipment . . . . . . . . . . . - 0- Contractual . . . . . . . . . . .0- Construction. . . . . . . . . . .0- Other . . . . . . . . . . . . 13,300 Total Direct Costs . . . . .$ 40,000 Authorized Indirect Costs .$ -0- TOTAL PROJECT COSTS $ 40,000 PERFORMING PARTY Share. . . .$ 20,000 FUNDING AGENCY Share. . . . .$ 20,000 (c) 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 budget categories set forth in Section (b) of this Article. If the PERFORMING PARTY determines that revisions to any of these various, category -specific, amounts are necessary or believes that revisions to the various category amounts would be mutually desirable with respect to the work or services required under this Contract, the PERFORMING PARTY should contact the FUNDING AGENCY'S Authorized Representative identified in Subsection 1. (a) of Exhibit 1 to Attachment C to this Contract, and request direction as to whether a Contract amendment should be pursued or a minor budget category revision should be requested from the FUNDING AGENCY. TNRCC Contract No. 4100000069 Attachment B, Page 1 ARTICLE 2. 'AUTHORIZATION TO PURCHASE EQUIPMENT (a) Except as provided in Section (b) of this Article, equipment items with a unit purchase cost of less than $500 are not listed in this Contract and are not subject to prior approval by the FUNDING AGENCY before being purchased. However, the FUNDING AGENCY will evaluate all equipment purchases which utilize grant funds to determine that such items legitimately serve to fulfill the scope and purpose of the grant. If equipment purchases do not legitimately serve to fulfill the scope and purpose of the grant, then the FUNDING AGENCY will not reimburse the PERFORMING PARTY for such equipment purchases. (b) Any computer equipment or software proposed for purchase would normally be itemized in the Equipment budget category regardless of whether the unit cost is $500 or less. However, no computer equipment is authorized to be purchased under this grant contract budget. (c) Requirements related to ownership (title) to equipment, equipment records and reports, equipment replacement, and other related provisions are contained in Article 7 of Attachment C of this Contract. (d) The following items of equipment are hereby authorized to be purchased or acquired under this Contract: Number Description Item Cost Total -0- (NO EQUIPMENT HAS PRIOR APPROVAL UNDER $ -0- $ -0- THIS CONTRACT) ARTICLE 3. ADDITIONAL AUTHORIZATIONS REQUIRED In addition to the budget and purchasing requirements contained in Articles 1 and 2 of this Attachment, the PERFORMING PARTY shall comply with the following expenditure requirements: (a) Travel -Related Costs. All travel related expenses, whether for in- state or out-of-state travel, will be claimed (i.e., reported for reimbursement) at the same rates allowed by the PERFORMING PARTY for its employees or by the State of Texas for its employees, whichever is less. Automobile mileage will be reimbursed at no more than 28 cents per mile; per diem will be for actual costs (lodging and meals) up to $80 per day per individual (maximum of $25 for meals and $55 for lodging). Unless specifically authorized in Attachment A of this Contract, no out-of-state travel expenses shall be eligible for reimbursement unless such travel has been approved ahead of time, in writing, by the FUNDING AGENCY. All travel for which expenses are claimed must be in connection with the scope of work or services required under Attachment A of this Contract. TNRCC Contract No. 4100000069 Attachment B, Page 2 (b) Equipment Expenditures. Unless otherwise specifically authorized in Article 2 of this Attachment, no purchases of equipment (items costing more than $500 dollars, or computer hardware or software) shall be eligible for reimbursement unless approved ahead of time, in writing, by the FUNDING AGENCY. (c) Contractual Expenditures. Unless the intent to utilize a subcontractor is specifically described in the Narrative Proposal submitted by the PERFORMING PARTY (in Exhibit 1 to Attachment A of this Contract) and authorized in Section (d) of this Article, no contractual expenses or costs shall be eligible for reimbursement unless approved ahead of time, in writing, by the FUNDING AGENCY. In addition, requests for reimbursement of payments made to any subcontractor, under this Contract, are to be accompanied by invoices from the subcontractor, as described in Article 4, Subsection (d)(2) of this Attachment. (d) Primary Subcontractor Approval. The PERFORMING PARTY is hereby authorized to enter into contracts with the following subcontractor (s), in total amounts not to exceed the value indicated in the "Contractual" budget category of Article 1, Section (b) of this Attachment. The following described subcontractor is authorized to be utilized for work done under this Contract. Selection of this subcontractor, is not subject to the qualification and appointment process for utilization of historically underutilized business (HUB) enterprises described in Article 11 of Attachment C of this Contract. Use or selection of any other subcontractor requires prior written approval by the FUNDING AGENCY's authorized representative, and is subject to the qualification and appointment process for HUB enterprises described in Article 11 of Attachment C of this Contract. Name of Authorized Subcontractor Maximum Authorized Amount (NO SUBCONTRACTOR HAS PRIOR APPROVAL UNDER $ 0_ THIS CONTRACT) (e) Secondary Subcontractor Approval. Contracts which the PERFORMING PARTY's subcontractor(s) enter(s) into with other parties for the purpose of performing any tasks required by the PERFORMING PARTY under this Contract do not require prior approval by the FUNDING AGENCY. ARTICLE 4. PAYMENT REQUEST PROCEDURES (a) The PERFORMING PARTY, in order to obtain reimbursement for those expenditures authorized under this Contract, shall submit, no more frequently than once per month, a properly completed State of Texas Purchase Voucher (Comptroller of Public Accounts Form 73-170). Each submitted voucher shall be accompanied by a properly completed and signed Financial Status Report (TNRCC Form 269a) which clearly indicates, for each budget category in the Contract, the PERFORMING PARTY'S expenditures or encumbrances for the period in question, the PERFORMING PARTY'S cumulative expenditures or encumbrances with respect to each budget category, and the balance remaining in each category following reimbursement of the amount being requested. TNHCC Contract No. 4100000069 Attachments, Page 3 Vouchers and Financial `Status "Reports shall contain sufficient detail for audit thereof. Completed vouchers and their corresponding Financial Status Report forms, shall be mailed or delivered, to the attention of the "Municipal Solid Waste Grants Coordinator," at the following address: Texas Natural Resource Conservation Commission Municipal Solid Waste Division P. O. Box 13087 Austin, Texas 78711-3087 (b) To be ;eligible for reimbursement under this Contract, a cost must have been incurred within the time period indicated on a Financial Status Report (TNRCC Form 269a) and either paid by the PERFORMING PARTY prior to claiming reimbursement from the FUNDING AGENCY or incurred by the last day of the time period indicated and liquidated no later than 45 days after the end of the time period indicated on the Financial Status Report form. (c) Any request for reimbursement submitted by the PERFORMING PARTY under ',this Contract shall be accompanied by documentation (invoices from the contractor or vendor) for the expenditure or encumbrance when any of the following conditions exist: (1) Reimbursement is requested for equipment items described in this Contract or any subsequent amendment to this Contract; or (2) Reimbursement is requested for payment(s) to any subcontractor performing work under this Contract; or (3) Reimbursement is requested for the purchase of any item or service for which the individual or aggregate cost of that item or service, under this Contract, exceeds $500. (d) All requests for reimbursement from the PERFORMING PARTY to the FUNDING AGENCY that include personnel costs shall be accompanied by a listing of each employee's name, title, number of hours worked on the project and total charges for each employee. This listing shall be provided on the PERFORMING PARTY'S letterhead and accompany the required Financial Status Report. Any request for payment which does not include the above required documentation will not be processed for payment until such documentation has been received by the FUNDING AGENCY. (e) The FUNDING AGENCY reserves the right to suspend payment for any incomplete, inconsistent, or incorrect services or reports required by this Contract until the PERFORMING PARTY satisfactorily completes, revises, or corrects such services or reports. (f) Failure on the part of the PERFORMING PARTY to comply with all the conditions set forth in this Contract is a basis for termination of this Contract and revocation of any unexpended Contract funds. TNRCC Contract No. 4100000069 Attachment B, Page 4 ARTICLE 5. QUARTERLY FINANCIAL STATUS REPORTS (a) A Financial Status Report (TNRCC Form 269a), containing as its "report period" the latest State Fiscal Year quarter, shall be submitted within 20 days following the end of each State Fiscal Year quarter that is contained within the time period or "term" of this Contract. Such reports are required even if no expenses or encumbrances were incurred during the report period. (b) If, however, the PERFORMING PARTY for purposes of receiving reimbursement has already submitted, together with State of Texas Purchase Vouchers, one or more (i.e. monthly) Financial Status Report forms that cover the entire State Fiscal Year quarterly time period, the report required under Section (a) of this Article shall be considered as having been submitted. ARTICLE 6. ANNUAL/FINAL FINANCIAL STATUS REPORT A final Financial Status Report, utilizing TNRCC Form 269a, shall be submitted by the PERFORMING PARTY by not later than 45 days following the end of the Contract term. If necessary, a State of Texas Purchase Voucher will be submitted if all costs have not been recovered, or a refund will be made of excess monies if costs incurred were less than funds received. TNRCC Contract No. 4100000069 Attachment B, Page 5 ATTACHMENT C ADDITIONAL CONTRACT PROVISIONS TNRCC Contract No. 4100000069 ATTACMUM C .. ADDITIONAL CONTRACT PROVISIONS ARTICLE 1. GENERAL RESPONSIIILITIES'OF TIE PERFORMING PARTY (a) The PERFORMING PARTY shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services and other work furnished by the PERFORMING PARTY under this Contract. (b) The PERFORMING PARTY shall perform such services as may be necessary to accomplish the work under this Contract, in accordance with this Contract and applicable FUNDING AGENCY requirements and any and all applicable law. (c) Neither the FUNDING AGENCY'S review, approval or acceptance of, nor payment for any of the aervices, including final payment, shall be construed to operate as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract. The PERFORMING PARTY shall be, and remain, liable in accordance with applicable law for all damages to the TNRCC including reasonable attorneys' fees and court costs caused by the PERFORMING PARTY's negligent performance of any of the services furnished under this Contract. (d) In performing any services hereunder, the PERFORMING PARTY is, and undertakes performance as, an independent contractor. (e) The PERFORMING PARTY agrees to hold harmless the FUNDING AGENCY and all of its employees and officers against any and all liability, loss or damage arising out of or incident to the PERFORMING PARTY'S work performance or use of equipment. (f) The obligations of the PERFORMING PARTY under this Article are in addition to the PERFORMING PARTY'S other express or implied assurances under this Contract or applicable law. ARTICLE 1. PAYMENT Upon satisfactory completion of the work performed hereunder and prior to final payment under this Contract for such work, or prior to settlement upon termination of this Contract and as a condition to final payment/settlement, the PERFORMING PARTY shall execute and deliver to the FUNDING AGENCY a release of all claims against the FUNDING AGENCY arising under or by virtue of this Contract. ARTICLE 3. TERMINATION (a) This Contract shall terminate upon full performance of all requirements contained herein, unless this Contract is amended in writing. (b) This Contract may be terminated in whole or in part in writing by either contracting party in the event of substantial failure by the other part to fulfill its obligation under this Contract through no fault of the terminating party, provided that no such termination may be effected unless the other party is givens (1) Not less than ten (10) days written notice (delivered by certified mail, return receipt requested) of intent to terminate; and Additional Contract Provisions TNRCC IAttachment C, Page 1 ntsrlocal Contract -- -- _. __. _.. Approved 11-22-1993 (2) An opportunity for consultation with the terminating party prior to termination. (c) This Contract may be terminated in whole or in part in writing by the FUNDING AGENCY for its convenience: Provided that the PERFORMING PARTY is given not less that ten (10) days written notice (delivered by certified mail, return receipt requested) of intent to terminate. Circumstances in which the FUNDING AGENCY may terminate for convenience include, but are not Limited to, the Texas Legislature's withdrawal of appropriations for this project. (d) If termination for default under Section (b) of this Article, or for reduction ar loss of Legislative appropriations under Section (c) of this Article is effected by the FUNDING AGENCY, an adjustment in the Contract amount shall be made, but: (1) No amount shall be allowed for anticipated profit on unperformed services, tasks or other work; and (2) Any payment due the PERFORMING PARTY at the time of termination may __ . be adjusted to the extent of any additional costs occasioned to the FUNDING AGENCY by reason of the PERFORMING PARTY'S default. However, the adjustment for any termination shall provide for payment to the PERFORMING PARTY for services rendered and expenses incurred prior to the termination, in addition to termination settlement coats reasonably incurred by the PERFORMING PARTY relating to contracts entered into prior to the termination. (a) Upon receipt of a termination notice pursuant to Sections (b) or (c) above, .the PERFORMING PARTY shall: (1) Promptly discontinue all services affected (unless the notice directs otherwise); and (2) Deliver or otherwise make available to the FUNDING AGENCY all data, drawings, specifications, reports, estimates, summaries, and such other information, materials, and equipment as may have been accumulated by the PERFORMING PARTY Lit performing this Contract, whether completed or in process. (f) Upon termination pursuant to Sections (b) -jr (c) above, the FUNDING AGENCY may take over and complete the work by agreement with another party or otherwise. (g) If, after termination for failure of the PERFORMING PARTY to fulfill its contractual obligations, it is determined that the PERFORMING PARTY had not so failed, an adjustment of the Contract amount shall be made as provided in Section (d) of this Article. (h) If any delay or failure of performance is excused under Article 19 of this Attachment (relating to Fares Majeurs), the FUNDING AGENCY may in its sole discretion terminate this Contract in whole or in part. The FUNDING AGENCY shall give the PERFORMING PARTY not less than (10) calendar days' written notice (delivered by certified mail, .or overnight delivery service, return receipt requested) of intent to terminate and an opportunity for consultation prior to termination. If such termination is effected, an equitable adjustment shall be made in accordance with Section (d) of this Article. ARTICLE. 4. CHANGES (a) The Executive Director of the FUNDING AGENCY, or his Authorized Representative identified in accordance with Article 14 of this Attachment Additional Contract Provisions' Attachment C, Page 2 TNRCC Intarlocal Contract ' Approved 11-22-1993 may, at any time, by written notification to the PERFORMING PARTY, make changes to this Contract. If such changes cause an increase or decrease In the PERFORMING PARTY'S cost of, or time required for, performance of any services..under this Contract an equitable adjustment shall be made and this Contract shall be modified in writing accordingly. Any claim of the PERFORMING PARTY for adjustment under this clause must be asserted in writing within thirty (30) days after the date of receipt by the PERFORMING PARTY of the notification of change, unless the Executive Director of the FUNDING AGENCY or his Authorized Representative grants a further period of time before the date of final payment under this Contract. (b) A Major Change will include one or more of the followings (1) An increase or decrease in the amount of compensation to the PERFORMING PARTY; (2) An extension or shortening of the term of the Contract; (3) A change to the overall scope of the Contract or to the Scope of Services; --- (4) Any action that is beyond the authority of the Executive Director or the Authorized Representative of the FUNDING AGENCY. (c) Implementation of a Major Change must be preceded by a formal. written amendment to the Contract. The amendment must contain a description and justification of the proposed change and the formal signature of both the Executive Director of the FUNDING AGENCY or his delegate and the Authorized Representative of the PERFORMING PARTY. Any amendment that will exceed the contractual authority of the Executive Director of the FUNDING AGENCY also requires the consent of a majority of Commissioners of the FUNDING AGENCY. (d) Any proposed change that is not a Major Change may qualify as a Minor Change. Such change does not require a formal amendment to the Contract. At his or her discretion, the Authorized Representative of the FUNDING AGENCY may require the PERFORMING PARTY to submit a written request for the change and a description of the activity or action proposed, or may give the PERFORMING PARTY verbal approval for the change. In either case, no authorization shall be effective unless it is followed by a letter from the Authorized Representative of the FUNDING AGENCY ratifying the authorization. A copy of the letter must be retained in the appropriate file of both the PERFORMING PARTY and the FUNDING AGENCY. (e) If the PERFORMING PARTY requests a Minor Change and the Authorized Representative of the FUNDING AGENCY does not approve the request as a Minor Change, then the change shall be deemed a Major Change and the PERFORMING PARTY may only obtain authorization to proceed in accordance with Section (c) of this Article. ARTICLE S. ACCOUNTING SYSTEMS The PERFORMING PARTY shall have an accounting system which accounts for costs in accordance with generally accepted accounting standards or principles. The PERFORMING PARTY must propose and account for costs in a manner consistent with such standards or principles. ARTICLE 6. AUDIT, ACCESS TO RECORDS (a) The PERFORMING PARTY shall maintain and make available for inspection, audit, or review books, records, documents, and other evidence directly Additional Contract Provisions TNRCC Interlocal Contract Approved 11-22-1993 Attachment C, Page 3 pertinent to performance on all work under this Contract, including negctiated changes or amendments thereto, in accordance with accepted professional, practice, and appropriate accounting procedures and practices, at a location`'within"Texas as'identified in Exhibit 1 of this Attachment. The PERFORMING PARTY shall also make available at this office the financial information and data used by the PERFORMING PARTY in the preparation or support of the project budget submitted to the FUNDING AGENCY for this Contract. The FUNDING AGENCY or any of its duly authorized representatives, shall have access to such books, records, documents, and other evidence for the purpose of inspection, audit review and, upon conference with the PERFORMING PARTY, copying. All such information shall be handled by the auditing parties in accordance with good business ethics. (b) Audits conducted pursuant to this provision shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency(ies). (c) Where the audit concerns the PERFORMING PARTY, the FUNDING AGENCY will afford the PERFORMING PARTY an opportunity for an audit exit conference and an opportunity to comment on the pertinent portions of the draft audit report. The final audit report will include the written comments, if any, of the audited parties. (d) Records under Section (a) above shall be maintained and made available during performance on work under this Contract and until three years from date of final payment by the FUNDING AGENCY for the project. In addition, those records which relate to any dispute, litigation, or the settlement of claims arising out of such performance, or costs or items to which an audit exception has beeii taken shall be maintained and made available until three years after the date of resolution of such disputes, litigations, claims, or exceptions. (a) Access to records is not limited to the required retention periods. The FUNDING AGENCY and any of its authorized representatives shall have access to records at any reasonable time for as long as the records are maintained. (f) The FUNDING AGENCY reserves the right to require the reimbursement of any over -payments determined as a result of any audit or inspection of records kept by the PERFORMING PARTY on work performed under this Contract. (q) This Article (AUDIT, ACCESS TO RECORDS) must be included in all Contract - funded subcontracts, subcontract change orders and subcontract amendments. ARTICLE. 7. TITLE TO AND MANAGEMENT OF EQUIPMENT AND CONSTRUCTED FACILITIES (a) Subject to the obligations and conditions set forth in this Contract, title to all equipment and/or constructed facilities acquired under this Contract will vast, upon acquisition or construction, in the PERFORMING PARTY or its FUNDING AGENCY -approved subgrantees (hereafter, "subgrantees"). (b) The PERFORMING PARTY agrees to conduct physical property inventories, to maintain property records and necessary control procedures, and to provide adequate maintenance with respect to all equipment and/or constructed facilities acquired under this Contract, as set forth below. (c) The PERFORMING PARTY may develop and use its own property management system which must conform with all applicable state and local laws, rules and regulations. If an adequate system for accounting for personal property owned by the PERFORMING PARTY or its subgrantse is not in place or currently in use, the Property Accounting System Manual issued by the Additional Contract Provisions, Attachment C, Page a TNRCC Interlocal Contract Approved 11-22-1993 State of Texas General Services Commission shall be used as a guide for establishing such a system. (d) A physical inventory of all equipment or property acquired or replaced under this Contract having an initial purchase price of five hundred dollars (5500) or more, shall be conducted no less frequently than once every two years and the results of such inventories reconciled with the appropriate property records. Property control procedures utilized by the PERFORMING PARTY shall include adequate safeguards to prevent loss, damage, or theft of the acquired property. The PERFORMING PARTY agrees to develop and carry out a program of property maintenance as necessary to keep both originally acquired and any replaced property in good condition, and to utilize proper sales procedures to ensure the highest possible return, in the event such equipment or property is sold. (6) All equipment and/or constructed facilities acquired or replaced under this Contract shall be used by the PERFORMING PARTY, or its subgranteas, to support the purposes of this Contract, for as long as the equipment or facilities are needed for such purposes, whether or not the original projects or programs continue to be supported by State funds. (f) The PERFORMING PARTY, or its subgrantee, may for the purpose of replacing various equipment or facilities utilized ider this Contract, either trade In or sell the equipment or property reiarred to in Section (a) of this Article and use the proceeds of such trade-in or sale to offset the cost of acquiring needed replacement property. (g) Subject to Sections (h)-(j) of this Article, if no longer needed for the support of the authorized projects or programs referred to in Section (a) of this Article, equipment and/or property acquired under this Contract, whether original or replacement, may be used in support of other activities currently or previously supported by the FUNDING AGENCY, or alternatively, may be made' available for use on other projects or programs, providing such other use will not interfere with the work on those projects or programs for which such equipment or facilities were originally acquired or constructed. (h) If any equipment or property acquired or replaced under this Contract is sold or transferred within six years of the initiation date of the Contract, the PERFORMING PARTY agrees that the FUNDING AGENCY is entitled to a share of the proceeds from such sale, provided the fair market, per - unit value of the property at the time of the sale is in excess of five thousand dollars ($5,000). The FUNDING AGENCY's share of the sale proceeds shall be the same percentage as was the funding provided under this Contract that enabled the original_purchase_or acquisition -.of .... the. property in question. Property that is no Longer needed and that has a fair market, per -unit value of five thousand dollars (5S,000) or less may be retained, sold, transferred, or otherwise disposed of with no further obligation to the FUNDING. AGENCY, provided the requirements set forth in Sections (i) and (j) of this Article are followed. If the property or equipment has a fair market, per -unit value of five thousand dollars ($5,000) or more and less than six years has elapsed from the initiation of the Contract, the PERFORMING PARTY or the subgrantee must contact the FUNDING AGENCY for final disposition instructions. (1) If, prior to the termination date of this Contract, the PERFORMING PARTY or its subgranteas determine that any equipment or constructed facilities acquired with funds provided as a result of this Contract is no longer needed for support of the programs or projects referred to in Section (a) of this Article, - the FUNDING AGENCY may -require -the -PERFORMING PARTY to - - transfer title and possession to such equipment or movable constructed facilities to a third party named by the FUNDING AGENCY. Additional Contract Provisions Attachment C, Page 5 TNRCC Interlocal Contract Approved 11-22-1993 (j) The PERFORMING PARTY agrees that if a determination is made after this Contract has terminated that any equipment or constructed facilities acquired with funds provided as a result of this Contract is no longer needed for support of the >programs -or projects referred to in Section (a) of; this Article, the FUNDING AGENCY has a right to require the transfer of any equipment or movable constructed facilities having a fair market, per unit value of more than five thousand dollars ($5,000) to a third party named by the FUNDING AGENCY. (k) The PERFORMING PARTY shall not grant or allow to a third party a security interest in any original or replacement materials, equipment, or facilities purchased or constructed with funds made available to PERFORMING PARTY under this Contract. (1) The PERFORMING PARTY agrees that, in the event any funds provided under this Contract are in turn awarded to any subgrantee for the purchase or acquisition of any equipment or constructed facilities, by such other party, the PERFORMING PARTY's contract with that subgrantae shall include the requirements set forth in Sections (a) - (k) of this Article. ARTICLE S. REMEDIES (a) Notwithstanding any other terms in this Contract, or any attachments or addenda hereto, or any documents comprising this Contract, all claims, counterclaims, disputes, and other matters In question between the FUNDING AGENCY and the PERFORMING PARTY arising out of or relating to this Contract or the breach thereof will be decided in a court of competent jurisdiction in the City of Austin, Travis County, Texas. (b) The parties may agree to submit claims, counterclaims, disputes, and other matters in question between the FUNDING AGENCY and the PERFORMING PARTY to arbitration or mediation, but only by written amendment to this Contract signed by both the FUNDING AGENCY and the PERFORMING PARTY. ARTICLE 9. EMPLOYMENT PRACTICES The PERFORMING PARTY agrees that -in the performance of this Contract, it will not discriminate against any employee or applicant because of race, religion, color, sax, age, or national origin and it will comply with Executive Order 11246, entitled "Equal Employment Opportunity", as amended by Executive order 11375, and as supplemented in Department of Labor Regulations (Title 41 CFR Part 60). The PERFORMING PARTY assures that no person will, on the grounds of race, creed, color, handicap, national- origin; -sex,-political affiliation--or-beliefs, be excluded from, be denied the benefit of, or be subject to discrimination under any program or activity funded in whole or part under this Contract. ARTICLE10. AMERICANS WITH DISABILITIES ACT The PERFORMING PARTY shall comply with all applicable requirements of the Americans with Disabilities Act of 1990, Public Law 101-336, 101st Congress, 2nd Session, 104 Stat. 327 (July 26, 1990). ARTICLE 11. UTILIZATION OF HISTORICALLY UNDERUTILIZED BUSINESS (HUB) ENTERPRISES (a)A Historically Underutilized Business (HUB) is a Corporation, Sole Proprietorship, Partnership, or Joint Venture in which at least 51 percent Is owned, operated, controlled and actively managed by a person or parsons who are historically underutilized (socially disadvantaged) because of their identification with members of certain groups; including Black Americans, Hispanic Americans, Asian Pacific Americans, Native Americans Additional Contract Provisions, Attachaent C, Page 6 TNRCC Interlocal Contract Approved 11-22-1993 (American Indians) and women who have suffered the effects of discriminatory practices or similar insidious circumstances over which they have no control. (b) In accordance with FUNDING AGENCY policy, the PERFORMING PARTY agrees that, in the event subcontractors, vendors, or suppliers are utilized under this Contract, it will attempt, by executing the steps suggested in Section (d) of this Article, to achieve at least a thirty percent (30%) participation by HUB enterprises in such contracts. (c) The percentage of HUB participation shall be calculated as a percentage of the total dollar amount of all subcontracts including those utilized for supply, and/or equipment acquisition. The dollar base does not include funds awarded by the PERFORMING PARTY as subgrants to local governments or political subdivisions of the State. (d) If the PERFORMING PARTY fails to achieve ten percent (10%) participation over the duration of this project, it will demonstrate in writing that it took the following affirmative action stsps: (1) Placed qualified small, minority, and woman's business enterprises on solicitation lists; (2) Assured that such businesses and business enterprises were solicited whenever they were potential sources; (3) Divided contract -based requirements, .when to do so is economically feasible, into smaller tasks or quantities so as to permit maximum participation by such business enterprises; (4) Established delivery schedules, where the contract requirements permitted, which encouraged participation by such business enterprises; (S) Utilized the services and assistance available from the Texas Natural Resource Conservation Commission's (TNRCC) Acquisition and Compliance HUB Coordinator, the Small Business_ Administration, and/or the Minority Business Development Agency of the Department of Commerce; and (6) Required its subcontractors to take the affirmative steps listed in Subsections (1) - (S) of this Section. (a) The PERFORMING PARTY's failure to abide by the terms of this _Article shall be grounds for termination of this Contract. ARTICLE 12. INTELLECTUAL PROPERTY (a) For the purpose of this Article, "intellectual property" refers to: (1) Any discovery or invention for which patent rights may be acquired; (2) Any photographs, graphic designs, plans, drawings, specifications, computer programs, technical reports, operating manuals, or other copyrightable materials; and (3) Any other materials in which intellectual property rights may be obtained. (b) If the PERFORMING PARTY first conceives of, actually puts into practice, discovers, invents, or produces any intellectual property during the Additional Contract Provisions Attachment C, Page 7 TNRCC Interlocal Contract Approved 11-22-1993 course of its work under this Contract, it shall report that fact to the FUNDING AGENCY. (c) The PERFORMING PARTY may obtain governmental protection for rights in the intellectual property. However, the FUNDING AGENCY hereby reserves a nonexclusive, royalty -free and irrevocable license to use, publish, or reproduce the intellectual property for sale or otherwise, and to authorize others to do so. The FUNDING AGENCY also reserves a royalty - free nonexclusive, and irrevocable license to use, publish, or reproduce for:, sale or otherwise, and to authorize others to use, publish, or reproduce, for sale or otherwise (to the extent consistent with the rights of third parties) any intellectual property for which the PERFORMING PARTY obtains rights with funds received under this Contract. (d) In performing work under this Contract, the PERFORMING PARTY shall comply with all laws, rules, and regulations relating to intellectual property, and shall not infringe on any third-party's intellectual property rights. It shall hold the FUNDING AGENCY harmless for any claims for infringement related to its work under this Contract. (a) The PERFORMING PARTY shall include provisions adequate to effectuate the purposes of this Article in all subcontracts under this Contract in the course of which intellectual property may be produced or acquired. ARTICLE 13. SUBGRANTS AND SUBCONTRACTS (a) A "subgrant" is an award made by the PERFORMING PARTY to another state agency, local government, or organization to perform work related to the purposes of this Contract, but not required for the PERFORMING PARTY'S completion of the Scope of Services under this Contract. "Subgrantess" are the recipients of such subgrants. (b) Any subcontractors and outside associates or consultants used by the PERFORMING PARTY in connection with the services covered by the Contract, and any subgrantess under this Contract, shall be limited to such Individuals or firms -as were specifically identified in Attachment A of this Contract or as are specifically approved by the Executive Director of the FUNDING AGENCY, or a person identified in writing as described in Article 14 of this Attachment, during the performance of this Contract. Any substitution in such subcontractors, associates, or consultants shall be subject to the prior written approval of the FUNDING AGENCY'S Executive Director or a person identified in writing as described in Article 14, and Identified in Exhibit l to this Attachment. ARTICLE 14. AUTHORIZED REFREsn7TATms (a) The Executive Director of the FUNDING AGENCY, will identify a person authorized to give direction to the PERFORMING PARTY, and act on behalf of the FUNDING AGENCY. The person designated as the TNRCC Authorized Representative is identified in Exhibit 1 to this Attachment. (b) The Executive Director of the FUNDING AGENCY hereby authorizes such Identified person to further delegate his or her authority as necessary, Including any delegation of authority to a FUNDING AGENCY employee who will act as the FUNDING AGENCY's authorized Field Representative. Written notice of any such delegation shall be provided to the PERFORMING PARTY. (c) The PERFORMING PARTY will identify the person authorized to receive direction from the FUNDING AGENCY, to manage the work being performed, and to act on behalf of the PERFORMING PARTY. The person designated as an Authorized Representative is identified in Exhibit 1 to this Attachment. Additional Contract Provisions, Attachment C, Page 8 TNRCC Interlocal Contract Approved11-22-1993 (d) The PERFORMING PARTY agrees to make whatever arrangements are necessary to ensure that its Authorized Representative, or someone to whom that person has delegated his or her authority, is available at all times for consultation with the FUNDING AGENCY. written notice of any such delegation shall be provided to the FUNDING AGENCY. ARTICLE 15. DATA AND PUBLICITY (a) All data and other information developed under this Contract shall be furnished to the FUNDING AGENCY and shall be public data and information except to the extent that it is exempted from public access by the Texas Opens Records Act, ("Act"). Upon termination of this Contract, all data and information shall become the property of the FUNDING AGENC . � TEx,45 66YERNMEM7 egs CAj#*er ST2 CL (b) Except as otherwise provided by this Contract, or by the Act, the PERFORMING PARTY shall not provide data generated or otherwise obtained in the performance of its responsibilities under this Contract to any party other than the State of Texas and its authorized agents. (c) Except as otherwise provided by this Contract, the PERFORMING PARTY agrees to notify and obtain the verbal approval of the FUNDING AGENCY prior to releasing any information to the news media regarding the activities being conducted under this Contract. ARTICLE 16. LICENSES, PERMITS AND LAWS The PERFORMING PARTY shall, except as otherwise provided in this Contract, be responsible for obtaining any necessary licenses and permits, and for complying with any applicable federal, state, and municipal laws, codes and regulations, in connection with the work required by this Contract. ARTICLE 17. ENERGY EFFICIENCY STANDARDS The PERFORMING PARTY shall follow standards and policies on energy efficiency which are contained in the Texas State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). ARTICLE 18. ACKNOWLEDGEMENT OF FINANCIAL SUPPORT The PERFORMING PARTY shall acknowledge the financial support of the FUNDING AGENCY 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 prepared exclusively for internal organizational use by the PERFORMING PARTY or within the FUNDING AGENCY, shall carry the following notations on the front cover or title pages "PREPARED IN COOPERATION WITH THE TEXAS NATURAL .. RESOURCE CONSERVATION COMMISSION" ARTICLE 19. FORCE HAJEURE (a) A force majeure event shall be defined to include decrees of or restraints by a governmental instrumentality, acts of God (except that rain, wind, flood or other natural phenomena normally expected for the locality shall not be construed as an act of.God), work stoppages due to labor disputes Additional Contract Provisions Attachment C, Page 9 TNRCC Interlocal Contract Approved 11-22-1993 or strikes, fires, explosions, epidemics, riots, war, rebellion, and sabotage. (b) Subject to the following conditions, and provided this Contract has not been terminated as provided by Article 3 Section (h) of this Attachment, If a delay or failure of performance by either party results from the occurrence of a force majeure event, the delay shall be excused and the time fixed for completion of the work extended by a period equivalent to the time lost because of the event if, and to the extent that: (1) the delay or failure was beyond the control of the party affected and not due to its fault or negligence; and (2)the delay or failure was not extended because of the affected party's failure to use all diligence to overcome the obstacle or to resume performance immediately after the obstacle was overcome. (c) No time extension shall be granted under this Article unless the party seeking relief has notified the other in writing within ten (10) calendar days of the time of commencement of the event, of the anticipated length and cause of the delay, the measures taken or to be taken to minimize the delay, and the timetable by which the PERFORMING PARTY intends to implement these measures. The party seeking relief shall also give written notice of the ending of the event within ten (10) calendar days after the event has ended. (d) If the PERFORMING PARTY is the party seeking relief under this Article, the burden of proving a force majeure event has occurred remains with it, and no extension shall be granted unless the FUNDING AGENCY agrees the occurrence constitutes a force majeure event, which agreement may not be unreasonably withheld. (a) The FUNDING AGENCY shall be responsible only for costs incurred by the PERFORMING PARTY alter the prior written request by the Executive Director, or his authorized representative, to incur such costs in connection with any force majeure event. Neither the FUNDING AGENCY nor the PERFORMING PARTY shall have, and both hereby waive, any claim whatever for any damages resulting from delays caused by force majeure events. (f.) In no event shall this Article lessen or modify the FUNDING AGENCY's rights as set out elsewhere in this Contract. ARTICLE 20. WAIVER Unless authorized in accordance with Article 4 of this Attachment (relating to Changes), or in writing by the Executive Director of the FUNDING AGENCY, no waiver of any obligation of the PERFORMING PARTY under this Contract shall bind the Commission. Furthermore, unless specified in the written -authorization, the authorized waiver by the Executive Director Of such obligation shall not constitute a continuing waiver of the obligation. No waiver by the Executive Director shall constitute a waiver of the Commission's subsequent right to demand and receive performance within a.reasonable time to be specified by the Commission, in accordance with all provisions of this Contract. ARTICLE 21. UNIFORM GRANT AND CONTRACT MANAGEMENT ACT The provisions of the "Uniform Grant and Contract Management Act", TEX GOV'T CODE ANN. S783.001 et seq (Vernon, 1992) apply to this Contract. Compliance with the conditions and requirements contained therein in necessary for the satisfactory performance of the services and work required under this Contract. Additional Contract Provisions Attachment C, Page 10 TNRCC Interlocal Contract Approved 11-22-1993 ARTICLE 33. NOTICE Any notice or other written communication shall be considered delivered three (3) days after the date postmarked, provided such notice or written communication is sent by certified mail, return receipt requested, or delivered in person to the authorized representative of the party specified as described in Article 14 this Attachment. ARTICLE 23. HEADINGS The headings to sections contained in this Contract are for convenience and reference only and in no way define, describe, extend or limit the scope or Intent of the substantive provision to which the heading applies unless the context so requires. ARTICLE 24. ORDER or PREFERENCE Unless otherwise stated, a listing of factors, criteria or subjects in this Contract does not constitute an order of preference. ARTICLE 25. SEVERAHILITY It any provision of this Contract is held invalid, such invalidity shall not affect any other provision which can be given effect without the invalid provision, and to this end the provisions of this Contract are declared to be severable. ARTICLE 26. ASSIGNABILITY Any attempted assignment or other transfer of this Contract by PERFORMING PARTY without the written consent of the FUNDING AGENCY shall be void. ARTICLE 27. ENTIRE CONTRACT This Contract (including the document entitled Interloeal..Contract, and Attachments A - C thereto and all referenced Exhibits) represents the entire Contract between the contracting parties and supersedes any and all. prior contracts between the parties, whether written or oral. ARTICLE 38. AMENDMENTS Any amendments, modifications oY'supplements to this Contract shall be in writing and shall be signed by both parties in accordance with Article 4 of this Attachment. Additional Contract Provisions Attachment C, Page 11 TNRCC Interlocal Contract Approved 11-22-1993 _ -