Sub-Recipient Agreement
Houston Community College
The Houston Community College System (HCCS) and XXXXXX (XXXX), referred to as the SubRecipient enter this Sub agreement on this date, September 7, 200X.
The Sub-Recipient agrees to provide contract work for grant or contract number _______________
funded by United States Department of Agriculture.
Article I. Statement of Work
The Sub-Recipient will perform the following work:
1.
2.
3.
XXXX will provide:
1.
2.
3.
Article II. Period of Performance
This Sub-Recipient will begin on September 7, 200X and end on August 31, 20XX, unless both parties
agree to extend the period by amendment or modification of the Sub-Recipient agreement. The SubRecipient will complete the work for this agreement within the agreed period of time.
Article III. HCCS will compensate the Sub-Recipient for the actual cost to HCCS, including all direct
and indirect costs, based upon delivery of final product or satisfactory completion of specified services.
The two-time payment will not exceed $XXX (one payment of $XXX for year one and $XXX for year
two for total of $XXX) and will be based upon satisfactory receipt of final product or delivery of
specified services.
The Sub-Recipient understands and agrees that HCCS is under no obligation to reimburse the SubRecipient for costs in excess of the amounts specified in this Sub-Recipient Agreement.
Article IV. Project Director/Principal Investigator
All work under this Sub-Recipient Agreement will be performed under the general guidance and technical
direction of Maya Durnovo. Such guidance and direction will not affect the cost of this Sub-Recipient or
extend the period of performance.
Article V. Amendment and Modification
This agreement or any portion of it may be amended or modified in writing at any time as mutually
agreed upon by HCCS and the Sub-Recipient or as required by the funding agency.
Article VI. Limitation of Liability
The Sub-Recipient is and will act as an independent contractor in the performance of this work and not as
an agent of HCCS. Neither party will hold the other party liable or responsible for the first party’s acts or
omissions within the terms of this agreement.
Article VII. Governing Statutes
HCCS and the Sub-Recipient are both subject to HCCS’s policies and procedures and to those of the
funding agency. Circulars A-21, A-110 (as amended), and A-133 issued by the US Office of
Management and Budget govern this Sub-Recipient Agreement.
Article VIII. Applicability of Terms and Conditions
The Sub-Recipient agrees to (1) furnish, upon request a copy of its independent financial audit as
prescribed by the US OMB Circular A-133 audit guideline, (2) to provide upon request additional
documentation in support of reports and billing and (3) to refund any disallowances resulting from the
audit.
This agreement for goods and services incorporates the equal employment opportunity clause provisions
of Executive Order 11246 (as amended), Section 503 of the Rehabilitation Act of 1973 (as amended), the
Vietnam Era Veterans Readjustment Assistance Act of 1974 (as amended) and implementing regulations
and orders of the funding agency.
Article IX. Termination of Agreement
Either party may terminate this Sub-Recipient Agreement with thirty (30) days written notification to the
other party. HCCS may terminate this Sub-Recipient Agreement upon determination of non-performance
in which event HCCS will reimburse the Sub-Recipient for any non-cancelable obligations properly
incurred prior to the date of notification. Renewal of this Sub-Recipient Agreement is contingent upon
funding by the funding agency.
Article X. Miscellaneous
Severability. Should any part, term or provision of the Agreement be declared or determined by a court to
be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby
and shall continue to be effective.
Equal Employment Opportunity. HCC warrants and represents to XXXX that it is an equal opportunity
employer. HCC further warrants that it is responsible for providing anti-harassment and discrimination
training to all persons assigned to Sub Recipient and or/its sub contractors. All persons assigned under
this Agreement to XXXX by HCC will be bona fide, qualified candidates who have consented to be
presented to XXXX by HCC. HCC shall refer candidates based upon qualifications and abilities without
regard to race, color, religion, sex, gender, national origin, age, disability or veteran status. As XXXX is
an equal opportunity employer, HCC will provide a qualified pool of diverse individuals.
Compliance with Laws. The parties agree to comply with all statutory and regulatory requirements for
employee leaves of absence, including the Family and Medical Leave Act and any similar state or local
law. XXXX and HCC shall cooperate in compliance with any such requirements. HCC certifies that
HCC shall comply with all applicable laws and regulations pertaining to all aspects of the employment
process, including, but not limited to, hiring, promotions, terminations, wages, and/or benefits regarding
its applicants and employees.
Headings and Titles. The section headings and titles contained herein are for reference only and shall not
be construed as substantive parts of this Agreement.
Force Majeure. Either Party's delay or failure to perform shall be excused for so long as, and to the
extent that, it is prevented from performing any of its
obligations under this Agreement, in whole or in
part, as a result of delays caused by fire, flood, earthquake, elements of nature or acts of God, riots, civil
disorders, rebellions or revolutions in any country, or any other cause beyond the reasonable control of
such Party (a "Force Majeure Event"). The non-performing Party shall promptly notify the other Party of
the circumstances causing its delay or failure to perform and of its plan and efforts to implement a
workaround solution. For as long as such circumstances prevail, the Party whose performance is delayed
or hindered shall continue to use reasonable efforts to minimize the length and effect of delays and shall
re-commence performance after the cessation of the Force Majeure Event
Counterparts. This Agreement may be executed in several counterparts, all of which taken together shall
constitute one single agreement between the Parties hereto.
Negotiated Terms. The Parties agree that the terms and conditions of this Agreement are the result of
negotiations between the Parties and that this Agreement shall not be construed in favor of or against any
Party by reason of the extent to which any Party or its professional advisors participated in the preparation
of this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement of the parties and
supersedes any
prior or contemporaneous agreements, understandings or negotiations between them with respect to the
subject matter hereof. Any modifications to this Agreement can only be made in writing signed by both
parties. Failure of either party to enforce a specific provision of this Agreement shall not be construed as
a general relinquishment or a waiver of that provision or of any other provision of this Agreement.
Notice. Unless otherwise provided herein, all notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, or sent by
telecopy or nationally recognized express courier service, in each case addressed as set forth in this
Agreement by the signatories or to such other person or address in the United States of America as
XXXX or HCC shall have last designated by notice given to the other party in accordance with this
section. Any notice given hereunder shall be deemed to have been given at the time of receipt by the
party to whom such notice is addressed; provided, any notice given by telecopy and received after 5:00
p.m. at the location of the receiving party's address for notice shall be deemed received by such party on
the immediately succeeding business day.
Governing Law/Consent to Dispute Resolution. This Agreement shall be governed by and construed
under the internal laws of the State of Texas, without reference to principles of conflict of laws or choice
of laws. Venue of any claim, suit, or cause of action shall be Harris County, Texas.
Assignment. This Agreement shall not be assignable by either party, by operation of law or otherwise
without the prior written consent of the other party hereto.
Effective Date. The Effective Date of this Agreement shall be the date it has been signed by both XXXX
and HCC.
Date:
Mary Spangler, Chancellor
Houston Community College
3100 Main St.
Houston, TX 77002
______________________________________
Sub-Recipient – Authorized Official
Name:
Address:
Date:___________________