October 15, 2012 - City of Laredo

provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of
God, war, terrorist attacks, fires, explosions, earthquakes, hurricanes, floods, failure of transportation, or other causes that
are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably
have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome.
Each party must inform the other in writing with proof of receipt within three (3) business days of the existence of such
force majeure or otherwise waive this right as a defense.
XII. Assignment
Grantee shall not transfer or assign any rights or duties under or any interest in this Agreement. Grantee shall not delegate
its responsibilities or duties under the terms of this Agreement.
XIII. Severability Clause
In the event that any provision of this Agreement is later determined to be invalid, void, or unenforceable, then the
remaining provisions of this Agreement shall remain in full force and effect, and shall in no way be affected, impaired, or
invalidated.
XIV. Dispute Resolution Process
Chapter 2260 of the Texas Government Code ("Chapter 2260") prescribes dispute resolution processes for certain breach
of contract claims applicable to certain contracts for goods and services. As required by Chapter 2260, Commission has
adopted rules under Chapter 2260, codified at 16 Texas Administrative Code $820.21 - 20.75, and may adopt revisions to
these rules throughout the term of this Agreement, including any extensions. Grantee shall comply with such rules.
XV. Applicable Law and Conforming Amendments
Grantee shall comply with all applicable state and federal laws, regulations, requirements and guidelines, as these laws,
regulations, requirements and guidelines currently exist and as they are amended throughout the term of this Agreement.
Commission reserves the right, in its sole discretion, to unilaterally amend this Agreement prior to award and throughout
the term of this Agreement to incorporate any modifications necessary for Commission's or Grantee's compliance with all
applicable state and federal laws, regulations, requirements and guidelines. Other than this provision, this Agreement may
only be amended by the written agreement of the parties.
The Agreement shall be governed by the laws of the State of Texas, and venue for any legal action under this Agreement
shall be in Travis County, Texas.
16.1. Reporting Requirements.
XVI. ARRA Reporting, Data Collection, and Access to Records Requirements
Grantee shall submit performance reports as required by Attachment L, attached to and incorporated in this Agreement.
Grantee shall promptly prepare and submit such periodic reports and information as identified by Commission regarding
the status of any project undertaken pursuant to this Agreement at any time prior to completion of the project in the form
and manner requested by Commission. Promptly upon completion of the project, Grantee shall prepare and submit to
Commission, in the form and manner provided by Commission, such completion or close-out reports and information as
identified by Commission regarding the status of the project. Failure to comply with these reporting requirements is
considered a material noncompliance with the terms of the award. Noncompliance may result in withholding of future
payments, suspension, or termination of the current award, and withholding of future awards. A willful failure to perform,
a history of failure to perform, or unsatisfactory performance of this andlor other financial assistance awards, may also
result in a debarment action to preclude future awards by Federal agencies.
16.2. Data Collection and Access to Records.
Grantee agrees to compile and maintain information pertaining to programs or activities developed as a result
of this Grant Agreement.
16.3 Notice and Authorized Representatives
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