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R-94-10-27-10A - 10/27/1994RESOLUTION NO. R % q 047 - /O/ / WHEREAS, the City of Round Rock wishes to establish an Used- Oil Filter Recycling Program ( "Program "), and WHEREAS, the City has filed a grant application with the Texas Natural Resource Conservation Commission (TNRCC) for funds to establish the Program, and WHEREAS, the grant application has been approved by TNRCC, which has submitted a Contract to the City to fund and establish the Program, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Interlocal Contract with TRNCC to establish an Used -Oil Filter Recycling Program, a copy of said Interlocal Contract being attached hereto and incorporated herein for all purposes. RESOLVED this 27th day of October, 1994. ATTEST: KS /RESOLUTION RS41027A E LAND, City Secretary CHARLES CU R, Mayor City of Round Rock, Texas THE STATE OF TEXAS § § COUNTY OF TRAVIS § I. CONTRACTING PARTIES: The Receiving Agency: The Performing Party: IV. PAYMENTS FOR SERVICES: A. INTERLOCAL CONTRACT THIS INTERLOCAL (INTERGOVERNMENTAL) CONTRACT ( "CONTRACT ") is entered into by and between the Governmental Entities shown below as Contracting Parties, pursuant to the authority granted and in compliance with the provisions of "The Interlocal Cooperation Act," Texas Government Code, Chapter 791. Texas Natural Resource Conservation Commission (TNRCC) City of Round Rock, Texas II. STATEMENT OF SERVICES TO BE PERFORMED: copy CONTRACT NUMBER 5100000108 A. Purchase and installation of one (1) electric powered combination filter cutter - crusher (installed on a bermed concrete pad) to handle the normal automobile and light truck engine filters. This crusher shall be purchased through the State General Services Commission's annual contract. B. One written project report shall be submitted for this project within twenty (20) days after completion /installation. III. CONTRACT AMOUNT The total amount of this Contract shall not exceed: Twenty -Six Hundred Dollars $ 2,600. Reimbursement request for equipment purchased shall be billed after crusher has been delivered and installed on a concrete pad. B. Submit vouchers to the following address: Kit Seay, Program Manager Office of Pollution Prevention and Recycling Texas Natural Resource Conservation Commission P.O. Box 13087 Austin, Texas 78711 -3087 V. TERM OF CONTRACT: This Contract shall begin September 1, 1994, and shall terminate December 31, 1994. THE Texas Natural Resource Conservation Commission certifies that it has the authority to contract for the above services by authority granted in the Current Appropriations Act, the TEX. WATER CODE § 5.229 and HEALTH and SAFETY CODE §371.061, as added by Senate Bill 1340 of the 72nd Texas Legislature. PERFORMING PARTY certifies that it has authority to perform the services contracted for in this Agreement RECEIVING AGENCY PERFORMING PARTY Texas Natural Resource City of Round Rock, Texas Conservation Commission Authorized Signature Authorized Signature Printed Name Printed Name Title Title Date Date ** THIS CONTRACT DOES NOT REQUIRE APPROVAL BY THE GENERAL SERVICES COMMISSION ** ATTACHMENT C ADDITIONAL CONTRACT PROVISIONS ATTACHMENT C ADDITIONAL CONTRACT PROVISIONS ARTICLE 1. GENERAL RESPONSIBILITIES OF THE 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 services, 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 2. 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 party 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 given: (1) Not less than ten (10) days written notice (delivered by certified mail, return receipt requested) of intent to terminate; and (2) An opportunity for consultation with the terminating party prior to termination. Additional Contract Provisions Attachment C, Page No. 1 (c) This Contract may be terminated in whale 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 or 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 costs reasonably incurred by the PERFORMING PARTY relating to contracts entered into prior to the termination. (e) 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 in performing this Contract, whether completed or in process. (f) Upon termination pursuant to Sections (b) or (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 Force Majeure), 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 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 Additional Contract Provisions Attachment C, Page No. 2 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 following: (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 5. 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 pertinent to performance on all work under this Contract, including negotiated 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 Additional Contract Provisions Attachment C, Page No. 3 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 been taken shall be maintained and made available until three years after the date of resolution of such disputes, litigations, claims, or exceptions. (e) 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. (g) This Article (AUDIT, ACCESS. TO RECORDS) must be included for all subcontracts, subcontract change orders, and subcontract amendments. ARTICLE 7. TITLE TO AND MANAGEMENT OP 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 vest, 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 subgrantee is not in place or currently in use, the Property Accounting System Manual issued by the 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 ($500) 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. Additional Contract Provisions Attachment C, Page No. 4 (e) All equipment and /or constructed facilities acquired or replaced under this Contract shall be used by the PERFORMING PARTY, or its subgrantees, 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 under this Contract, either trade in or sell the equipment or property referred 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 (e) 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 ($5,000) 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. (i) If, prior to the termination date of this Contract, the PERFORMING PARTY or its subgrantees 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 (e) 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. (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 (e) 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 subgrantee shall include the requirements set forth in Sections (a) - (k) of this Article. Additional Contract Provisions Attachment C, Page No. 5 ARTICLE 8. REMEDIES 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. (a) 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, sex, 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. ARTICLE 10. 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 persons 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 (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 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 steps: (1) Placed qualified small, minority, and women'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 Additional Contract Provisions Attachment C, Page No. 6 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; (5) 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) - (5) of this Section. (e) The PERFORMING PARTY'a 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 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. (e) 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. "Subgrantees" are the recipients of such subgrants. Additional Contract Provisions Attachment C, Page No. 7 (b) Any subcontractors and outside associates or consultants used by the PERFORMING PARTY in connection with the services covered by the Contract, and any subgrantees 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 Executive Director or a person identified in writing as described in Article 14, and identified in Exhibit 1 to this Attachment. ARTICLE 14. AUTHORIZED REPRESENTATIVES (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 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. (d) The PERFORMING PARTY agrees to make whatever arrangements are necessary to ensure that the 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 suchdelegation 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, Vernon's Tex. Civ. Ann. Art. 6252 -17a ( "Act "). Upon termination of this Contract, all data and information shall become the property of the FUNDING AGENCY. (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). Additional Contract Provisions Attachment C, Page No. 8 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 page: "PREPARED IN COOPERATION WITH THE TEXAS NATURAL RESOURCE CONSERVATION COMMISSION" ARTICLE 19. FORCE MAJEURE (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 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 loot 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. (e) The FUNDING AGENCY shall be responsible only for costs incurred by the PERFORMING PARTY after 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, 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 Additional Contract Provisions Attachment C, Page No. 9 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. 5783.001 et seq (Vernon, 1992) apply to this Contract. Compliance with the conditions and requirements contained therein is necessary for the satisfactory performance of the services and work required under this Contract. ARTICLE 22. 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 OF PREFERENCE Unless otherwise stated, a listing of factors, criteria or subjects in this Contract does not constitute an order of preference. ARTICLE 25. SEVERABILITY If 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 Interlocal 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 28. AMENDMENTS Any amendments, modifications or 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 No. 10 EXHIBIT 1 DESIGNATION OF ADTHORIZBD REPRESENTATIVES AND DESIGNATED LOCATION FOR RECORD ACCESS AND REVIEW 1 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: [Kit Seay. Program Manager] [Texas Natural Resource Conservation Commission] (P.O. 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 RECEIVING AGENCY, to manage the work being performed, and to act on behalf of the PERFORMING PARTY as an Authorized Representative: (c) The PERFORMING PARTY designates the following location for record access and review as required under Attachment C, Article 6 of this Contract: 10/24/94 16:28 ROUND ROCK PUELIC WORKS • 512 255 6676 •N0.560 D62 DATE: October 24, 1994 SUBJECT: City Council Meeting, October 27, 1994 ITEM: 10A. Consider a resolution authorizing the Mayor to enter into an Interlace! Contract with Texas Natural Resource Conservation Commission (TNRCC) for a Used - Oil Filter Recycling Program. STAFF RESOURCE PERSON: Jim Nuse STAFF RECOMMENDATION: On October 6, 1994 the City of Round Rock was awarded a grant in the amount of $2,600 by the Texas Natural Resource Conservation Commission (TNRCC) for the purchase and installation of one electric oil filter crusher. This grant will enable the city to collect and recycle used oil filters which were banned from landfill disposal in April 1994. A program for used oil filter collection has been developed and will be implemented by December 31, 1994. Mayor Charles Culpepper Mayor Pro•tem Robert St !aka Council Members Rod Morgan Rick Sterrari Earl Palmer Martha Chavez Jimmy Joseph City Manager Robert L. Bennett, Jr. City Attorney Stephan L. Sheets F •., • October 11, 1994 Mr. Fred R. Wiley Grants Manager Office of Pollution Prevention and Recycling TNRCC P.O. Box 13087 AustinTeias 78711 RE: Used-Oil Filter Recycling Grant Program Dear Mr. Wiley: The City of Round Rock will be unable to return signed copies of the contract for the Waste Oil Filter Recycling Prograidwithin the required ten days Contractual agreements for the city must be authorized and approved by the city council and signed by the mayor. The next council meeting is on October 27, 1994. This item will be placed on the agenda and a signed contract will be band- delivered to you on October 28, 1994. If this delay jeopardizes our ability to receive a grant, please call me at 218-5559. The City of Round Rock is very pleased and excited about implementing an oil filter recycling program. We look forward to working with the TNRCC again. Sincerely, t.41011r4. Kimberly J. Lutz Environmental, Services Superintendent THE CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 512-255-3612 Fax 512-255-6076,t,41:80043g2S .00;;735:2988 (Voice) John Hall, Chairman Pam Reed, Commissioner Peggy Garner, Commissioner Anthony Grigsby, Executive Director Ms. Kimberly J. Lutz Environmental Services Superintendent City of Round Rock 221 East Main Street Round Rock, Texas 78664 Re: Used -Oil Filter Recycling Grant Program Dear Ms. Lutz: I am enclosing three (3) copies of the contract for the Used -Oil Filter Recycling Grant Program for your review and signature. Please sign all three copies and return them to me for further processing and execution. I will forward a completed copy to you for your files after it has been fully executed. If you are unable to sign these documents and return them to me within ten (10) days, please respond in writing explaining the reasons for the delay. Sincerely, 2 4 Fred R. Wiley Grants Manager Office of Pollution Prevention and Recycling Enclosures TEXAS NATURAL RESOURCE CONSERVATION COMMISSION Protecting Texas by Reducing and Preventing Pollution October 6, 1994 P.O. Box 13087 • Austin, Texas 78711.3087 • 512/239.1000 printed on recycled paper wing.oyb.od Ink