Common use of Survival of Terms and Provisions Clause in Contracts

Survival of Terms and Provisions. The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any QPP claim for damages to the amount of funds appropriated for payment but not yet paid to QPP; ownership; intellectual property; third-party reliance; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers’ compensation; unemployment insurance; QPP's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for QPP or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Parties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOR GLO CONTRACT NO. 24-058-018-E419 Xxxx X. Xxxxxx, Chief Clerk By: Xxxxxxxx Xxxxxxx Title: Executive Director Date of execution:_6/10/2024 Date of execution: 6/10/2024 OGC PM DIV DIR DD SDD DGC GC 1. To address erosion along Deadman Island, an important bird rookery island in Aransas Bay, the GLO shall: a) Expend from the CEPRA account an amount as described on budget below. b) Confer with QPP on the location and extent of the project area/scope of work. c) Provide timely approval regarding selection of any Professional Services Provider (PSP) and/or construction contractor solicited by QPP for performance of this project. d) Provide timely comments or approval on QPP’s submittals. e) Participate in meetings and decision making processes. f) Assist in identifying legal requirements for the use of state-owned submerged land and facilitate the QPP’s efforts to obtain all state-owned land use authorizations. g) Provide financial point of contact. h) Assist in complying with all federal, state, and local regulations, where applicable. 2. To address erosion along Deadman Island, an important bird rookery island in Aransas Bay, the Qualified Project Partner (QPP) as lead project manager shall complete final design, bid assistance, construction oversight, and construction of breakwater and fill material to increase the size of Deadman Island to upwards of 3 acres by: a) Providing documentation for the expenditure of the QPP Match as described in the budget below. b) Conferring and cooperating with the GLO to delineate and document the exact location and extent of the project area. c) Consulting with and otherwise including GLO regarding any project meetings or decision- making processes in connection with the project. d) Providing GLO with an estimated timeline for performance of the project. e) Apply for, hold, and maintain, if acquired, all required permits, leases, and other authorizations necessary for the project and ensure compliance with all general and special conditions contained therein, f) Submit for GLO review and comments a draft of any contract under which QPP will seek reimbursement for allowable expenses under this Agreement. g) Confer and cooperate with the GLO on the selection of a professional services provider (PSP) and construction contractor. h) Manage the project and contract with a professional services provider (PSP) to: 1) Document and survey existing conditions, as required; 2) Conduct a Coastal Boundary Survey in accordance with Texas Natural Resources Code §33.136, if deemed necessary; 3) If necessary, finalize construction Contract Documents, including drawings, technical specifications and Owner’s construction proposal solicitation or bid documents; 4) Assist QPP with the development of the construction solicitation or bid package; 5) Provide construction proposal or bid evaluation assistance and contract award recommendation for a construction contractor (or contractors); 6) Perform construction contract administration services including on-site observation of the work; 7) Conduct a Substantial and Final Completion Walkthrough with QPP, GLO, and any project stakeholders and provide closeout documentation to the USACE and project entities; 8) Determine post-construction monitoring regimen, if necessary or required. i) If applicable, submitting for GLO review and comment a copy of any construction solicitation/bid material. j) Submitting for GLO review and comment/approval Opinion of Probable Construction Costs, engineering design plans, and/or specifications. k) Procuring a construction contractor in accordance with QPP’s regular procurement process. l) Serving as the point of contact for communication with the PSP and/or construction contractor and any other contracted entities under the terms of QPP’s respective contracts with those Providers. However, this does not restrict or preclude communication of general nature between the GLO and QPP’s contracted parties during the course of the project. m) Serving as the source for all media advisories, inquiries, and press releases regarding the Project and advise GLO in a timely manner of any inquiries made about the Project. n) Providing a financial point of contact. o) Documenting local support (local associations, foundations, and others). p) Complying with all federal, State, and local regulations, where applicable.

Survival of Terms and Provisions. The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any QPP claim for damages to the amount of funds appropriated for payment but not yet paid to QPP; ownership; intellectual property; third-party reliance; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers’ compensation; unemployment insurance; QPP's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for QPP or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Partiesparties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOR GLO CONTRACT NO. 24-058-018-E419 Xxxx X. Xxxxxx, Chief Clerk Clerk/ By: Xxxxxxxx Xxxxxxx Title: Executive Director Date of execution:_6/10/2024 Xxx Xxxxxx Date of execution: 6/10/2024 7/7/2020 OGC PM DIV DIR DD SDD DGC GC 1. To address erosion along Deadman Island, an important bird rookery island in Aransas Baythe Oyster Lake Habitat Protection and Restoration - Phase III project (project), the GLO shallshall be the supporting the Galveston Bay Foundation (the Qualified Project Partner “QPP”) and fulfill the following tasks: a) Expend Provide from the CEPRA account an amount as described on budget belownot to exceed $60,000.00 to the project budget, which constitutes 60% of the total final design costs, through reimbursement to the QPP for allowable expenses. b) Provide from the GOMESA account an amount not to exceed $4,500,000.00, which constitutes 100% of the construction costs, through reimbursement to the QPP for allowable expenses. c) Confer with QPP on the location and extent of the project area/scope of work. cd) Provide timely approval regarding selection of any Professional Services Service Provider (PSP) and/or construction contractor solicited by QPP for performance of this project. de) Provide timely comments comment or approval on QPP’s submittals. ef) Participate in meetings and decision making processesProvide financial point of contact. fg) Assist in identifying legal requirements for the use of state-owned state -owned submerged land and facilitate the QPP’s efforts to obtain all state-owned land use authorizations. g) Provide financial point of contact. h) Assist in complying with all federal, state, and local regulations, where applicable. 2. To address erosion along Deadman Island, an important bird rookery island in Aransas Baythe project, the Qualified Project Partner (QPP) as QPP shall be the lead project manager shall complete final design, bid assistance, construction oversight, partner and construction of breakwater and fill material to increase fulfill the size of Deadman Island to upwards of 3 acres byfollowing tasks: a) Providing Provide documentation for the a total expenditure of $40,000.00 in partner match which constitutes 40.0% of the QPP Match as described in total final project design costs to the budget belowGLO. b) Conferring Confer and cooperating cooperate with the GLO to delineate and document the exact location and extent of the project area. c) Consulting with and otherwise including GLO regarding any project meetings or decision- making processes in connection Consult with the projectGLO on the project scope of work and any change in construction related costs. d) Providing Provide GLO with an estimated timeline for performance of the project. e) Apply Initiate communications of a general nature between the GLO and the QPP during the project. f) Consult and include GLO in any project meetings or decision-making processes. g) If applicable, submit for GLO review and comment a copy of any construction solicitation/bid material. h) Submit for GLO approval regarding selection of QPP’s preferred PSP and, if applicable, construction contractor. i) Submit match funding reimbursement requests to the GLO with supporting documentation for all labor, material, and PSP expenses. j) Submit for GLO review and comment/approval opinion of construction costs, engineering design, plans, and/or specifications. k) Provide financial point of contact. l) Manage the project and contract with a PSP to: i. Finalize construction Contract Documents, including drawings, technical specifications and Owner’s construction proposal solicitation or bid documents as necessary. ii. Conduct a Coastal Boundary Survey in accordance with Texas Natural Resources Code §133.36, if deemed necessary. iii. Perform construction contract administration services including on-site observation of the work. iv. Prepare final project construction report(s). v. If necessary, conduct post construction monitoring/surveying. m) Confer with USFWS Brazoria NWR to apply for, hold, and maintain, if acquired, all required permits, leases, and other authorizations necessary for the project and to ensure compliance with all general and special conditions contained therein, f) Submit for GLO review and comments a draft of any contract under which QPP will seek reimbursement for allowable expenses under this Agreement. g) Confer and cooperate with the GLO on the selection of a professional services provider (PSP) and construction contractor. h) Manage the project and contract with a professional services provider (PSP) to: 1) Document and survey existing conditions, as required; 2) Conduct a Coastal Boundary Survey in accordance with Texas Natural Resources Code §33.136, if deemed necessary; 3) If necessary, finalize construction Contract Documents, including drawings, technical specifications and Owner’s construction proposal solicitation or bid documents; 4) Assist QPP with the development of the construction solicitation or bid package; 5) Provide construction proposal or bid evaluation assistance and contract award recommendation for a construction contractor (or contractors); 6) Perform construction contract administration services including on-site observation of the work; 7) Conduct a Substantial and Final Completion Walkthrough with QPP, GLO, and any project stakeholders and provide closeout documentation to the USACE and project entities; 8) Determine post-construction monitoring regimen, if necessary or required. in) If applicable, submitting for GLO review schedule and comment conduct a copy substantial completion inspection of any construction solicitation/bid materialthe project with the GLO, followed by a final inspection as warranted, prior to project acceptance. jo) Submitting for GLO review and comment/approval Opinion of Probable Construction Costs, engineering design plans, and/or specifications. k) Procuring a construction contractor in accordance with QPP’s regular procurement process. l) Serving Serve as the point of contact for communication with the PSP and/or and/ or construction contractor and any other contracted entities under the terms of QPP’s respective contracts with those Providersproviders. However, this does not restrict or preclude communication of a general nature between the GLO and QPP’s contracted parties during the course of the project. mp) Serving Serve as the source for all media advisories, inquiries, inquiries and press releases regarding the Project project and advise GLO in a timely manner of any inquiries made about the Projectproject. nq) Providing Schedule and conduct monthly project status meetings. In addition, meeting minutes are to be submitted to the GLO CEPRA Project Manager. r) If necessary, provide GLO authorization to participate in meetings regarding the project with relevant permitting authorities. s) Provide a financial point of contact. ot) Documenting Document local support (local associations, foundations, and others)for the project. pu) Complying Comply with all federal, Statestate, and local regulations, where applicable. v) Deliverable(s)/Milestone(s): i. Reporting: Monthly reports will be provided to the GLO within 7 days of the end of each month. A final project completion report summarizing all financial expenditures, deliverables received, and project timeline should be supplied to the GLO upon 60 days of project closeout.

Survival of Terms and Provisions. The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any QPP claim for damages to the amount of funds appropriated for payment but not yet paid to QPP; ownership; intellectual property; third-party reliance; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers’ compensation; unemployment insurance; QPP's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for QPP or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Partiesparties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOR GLO CONTRACT NO. 24-058-018-E419 Xxxx X. Xxxxxx, Chief Clerk Clerk/ By: Xxxxxxxx Xxxxxxx Xxxxxx Deputy Land Commissioner Title: Executive Director Date of execution:_6/10/2024 execution:_4/17/2021 Date of execution: 6/10/2024 OGC execution:4/16/2021 PM DIV DIR DD SDD DGC GC 1. To address erosion along Deadman Island, an important bird rookery island protection of Xxxxxx Point’s eroding shoreline and nearshore oyster reef restoration in Aransas Matagorda Bay, the GLO shallshall act as lead project partner and fulfill the following tasks: a) Expend from the CEPRA account an amount as described on budget below.not to exceed $187,500.00; b) Confer with QPP Matagorda Bay Foundation representatives (the Qualified Project Partner or “QPP”) on the location and extent of the project area/, scope of work., and goals of the project; c) Provide timely approval regarding selection of any Professional Services Provider (PSP) and/or Manage the project and contract with a professional services provider to: 1. Collect data ; 2. Conduct preliminary coastal engineering analysis; 3. Develop 30%, 70%, and 100% design drawings and specifications with construction contractor solicited by cost estimates and recommendations; 4. Aid the QPP for performance of this projectin completing a USACE permit application. d) Provide timely comments Serve as the point of contact for communication with the professional services provider and any other contracted entities under the terms of GLO’s respective contracts with those vendors. However, this does not restrict or approval on QPP’s submittalspreclude communications of a general nature between the GLO and Matagorda Bay Foundation during the course of the project. e) Participate in meetings Serve as the source for all media advisories, inquiries and decision making processespress releases regarding the project. f) Assist in identifying legal requirements for the use of state-owned submerged land and facilitate the QPP’s efforts to obtain all state-owned land use authorizations. g) Provide financial point of contact. hg) Assist in complying Comply with all federal, state, state and local regulations, where applicable. 2. To address erosion along Deadman Island, an important bird rookery island protection of Xxxxxx Point’s eroding shoreline and nearshore oyster reef restoration in Aransas Matagorda Bay, the Qualified Project Partner (QPP) Matagorda Bay Foundation shall aid the GLO as lead a cooperative project manager shall complete final design, bid assistance, construction oversight, partner and construction of breakwater and fill material to increase fulfill the size of Deadman Island to upwards of 3 acres byfollowing tasks: a) Providing documentation for a. Provide financial point of contact and a minimum of $75,000.00 in project match funds to the expenditure of the QPP Match as described in the budget belowGLO. b) Conferring and cooperating x. Xxxxxx with the GLO to delineate and document on the exact location and extent of the project area. c) Consulting with , scope of work, and otherwise including GLO regarding any project meetings or decision- making processes in connection with the project. d) Providing GLO with an estimated timeline for performance goals of the project.; e) Apply for, hold, and maintain, if acquired, c. Provide property access agreements for all work required permits, leases, and other authorizations necessary for by the project and ensure compliance with all general and special conditions contained therein,scope of the project; f) Submit for GLO d. Provide cooperative review and comments a draft approval of any contract under which QPP will seek reimbursement for allowable expenses under this Agreement. g) Confer and cooperate with the GLO on the selection of a all products provided by GLO’s contracted professional services provider (PSP) and construction contractor. h) Manage the project and contract with a professional services provider (PSP) to: 1) Document and survey existing conditions, as required; 2) Conduct a Coastal Boundary Survey in accordance with Texas Natural Resources Code §33.136, if deemed necessary; 3) If necessary, finalize construction Contract Documents, including drawings, technical specifications and Owner’s construction proposal solicitation or bid documents; 4) Assist QPP with the development of the construction solicitation or bid package; 5) Provide construction proposal or bid evaluation assistance and contract award recommendation for a construction contractor (or contractors); 6) Perform construction contract administration services including on-site observation of the work; 7) Conduct a Substantial and Final Completion Walkthrough with QPP, GLO, and any project stakeholders and provide closeout documentation to the USACE and project entities; 8) Determine post-construction monitoring regimen, if necessary or required. i) If applicable, submitting for GLO review and comment a copy of any construction solicitation/bid material. j) Submitting for GLO review and comment/approval Opinion of Probable Construction Costs, engineering design plans, and/or specifications. k) Procuring a construction contractor in accordance with QPP’s regular procurement process. l) Serving as e. Submit an Individual Permit or Nation Wide Permit application to the point of contact for communication with the PSP and/or construction contractor and any other contracted entities under the terms of QPP’s respective contracts with those Providers. However, this does not restrict or preclude communication of general nature between the GLO and QPP’s contracted parties USACE depending on recommendations made during the course of the project. m) Serving as the source for all media advisories. DocuSign Envelope ID: 785E265B-9FC8-48EC-86C9-D98C4A399270 CONTRACTUAL AMOUNT Preliminary Analysis, inquiriesDesign, and press releases regarding the Project Permitting of Shoreline and advise GLO in a timely manner of any inquiries made about the Project. n) Providing a financial point of contact. o) Documenting local support (local associations, foundations, and others). p) Complying with all federal, State, and local regulations, where applicable.Reef Restoration $262,500.00 QPP Cash Commitment $75,000.00 11/22/2019 DocuSign Envelope ID: 785E265B-9FC8-48EC-86C9-D98C4A399270

Survival of Terms and Provisions. The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any QPP claim for damages to the amount of funds appropriated for payment but not yet paid to QPP; ownership; intellectual property; third-party reliance; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers’ compensation; unemployment insurance; QPP's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for QPP or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Partiesparties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOR GLO CONTRACT NO. 24-058-018-E419 Xxxx X. Xxxxxx, Chief Clerk Clerk/ By: Xxxxxxxx Xxxxxxx Xxx Xxxxx Deputy Land Commissioner Title: Executive Director Date of execution:_6/10/2024 execution: 8/30/2021 Date of execution: 6/10/2024 OGC PM DIV DIR DD SDD DGC GC 1. To address erosion along Deadman the preliminary engineering and design for habitat protection at Triangle Tree Rookery Island, an important bird rookery island in Aransas Bay, the GLO shallshall support the Coastal Bend Bays and Estuaries Program (CBBEP) and fulfill the following tasks: a) a. Expend from the CEPRA account an amount as described on budget belownot to exceed $78,300.00 to the project budget. bx. Xxxxxx with CBBEP (the Qualified Project Partner or “QPP”) Confer with QPP on the location and extent of the project area/. x. Xxxxxx with CBBEP on the scope of work. c) d. Provide timely oversight review and approval regarding selection of any Professional Services Provider (PSP) and/or construction contractor professional services solicited by QPP for performance of this projectCBBEP as necessary or required. d) Provide timely comments or approval on QPP’s submittals. e) Participate in meetings and decision making processes. f) e. Assist in identifying legal requirements for the use of state-owned submerged land and facilitate the QPPCBEEP’s efforts to obtain all any necessary state-owned land use authorizations. g) f. Provide financial point of contact. h) Assist in complying with all federal, state, and local regulations, where applicable. 2. To address erosion along Deadman the preliminary engineering and design for habitat protection at Triangle Tree Rookery Island, an important bird rookery island in Aransas Bay, the Qualified Project Partner (QPP) CBBEP shall act as lead project manager shall complete final design, bid assistance, construction oversight, partner and construction of breakwater and fill material to increase fulfill the size of Deadman Island to upwards of 3 acres byfollowing tasks: a) Providing documentation a. Contribute $63,400.00 of match funding to the project budget. b. Obtain authorization for the expenditure use of the QPP Match as described in the budget below. b) Conferring state-owned submerged lands and cooperating with the GLO any other authorizations required by state, federal or local law to delineate and document the exact location and extent of the project area. c) Consulting with and otherwise including GLO regarding any project meetings or decision- making processes in connection with implement the project. d) Providing GLO with an estimated timeline for performance of the project. e) Apply for, hold, and maintain, if acquired, all required permits, leases, and other authorizations necessary for the project and ensure compliance with all general and special conditions contained therein, f) Submit for GLO review and comments a draft of any contract under which QPP will seek reimbursement for allowable expenses under this Agreement. g) Confer and cooperate with the GLO on the selection of a professional services provider (PSP) and construction contractor. h) c. Manage the project and contract with a professional services provider (PSP) to::  Perform the following for engineered design: -develop technical specifications, -obtain aerial imagery, -prepare an alternatives analysis, -complete the 70% design construction drawings.  Perform the following for USACE permit application: -Prepare the USACE permit application, -Submit the USACE permit application to USACE. 1) Document x. Xxxxxx and survey existing conditions, as required; 2) Conduct a Coastal Boundary Survey in accordance with Texas Natural Resources Code §33.136, if deemed necessary; 3) If necessary, finalize construction Contract Documents, including drawings, technical specifications and Owner’s construction proposal solicitation or bid documents; 4) Assist QPP cooperate with the development of the construction solicitation or bid package; 5) Provide construction proposal or bid evaluation assistance and contract award recommendation for a construction contractor GLO on Joint Evaluation Meetings (or contractorsJEM); 6) Perform construction contract administration services including on-site observation of the work; 7) Conduct a Substantial and Final Completion Walkthrough with QPP, GLO, and any project stakeholders and provide closeout documentation to the USACE and project entities; 8) Determine post-construction monitoring regimen, if necessary or required. i) If applicable, submitting x. Xxxxxx and cooperate with the GLO on responses to comments and coordination for GLO review and comment a copy of any construction solicitation/bid materialpermit finalization. j) Submitting for GLO review and comment/approval Opinion of Probable Construction Costs, engineering design plans, and/or specifications. k) Procuring a construction contractor in accordance with QPP’s regular procurement process. l) Serving f. Serve as the point of contact for communication with the PSP and/or construction contractor professional services provider and any other contracted entities under the terms of QPPCBBEP’s respective contracts with those Providersvendors. However, this does not restrict or preclude communication communications of a general nature between the GLO and QPPCBBEP’s contracted parties during the course of the project. m) Serving g. Serve as the source for all media advisories, inquiries, inquiries and press releases regarding the Project and advise GLO in a timely manner of any inquiries made about the Projectproject. n) Providing a h. Provide financial point of contact. o) Documenting local support (local associationsi. Deliverable(s)/Milestone(s): Requests for reimbursement must be accompanied by a short statement of work completed and any deliverables received during the reimbursement period. A final project completion report summarizing all financial expenditures, foundationsdeliverables received, and others)project timeline should be supplied to the GLO upon 90 days of project closeout. DocuSign Envelope ID: F4108481-0662-4A6E-A800-0EAE9C1B5F74 CONTRACTUAL AMOUNT design, analysis, permitting $141,700.00 QPP Cash Commitment (CBBEP; Federal Funds) $63,400.00 8/3/2021 To the extent they apply, Qualified Project Partner affirms and agrees to the following, without exception: 1. Qualified Project Partner represents and warrants that, in accordance with Section 2155.005 of the Texas Government Code, neither Qualified Project Partner nor the firm, corporation, partnership, or institution represented by Qualified Project Partner, or anyone acting for such a firm, corporation, partnership, or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws, or (2) communicated directly or indirectly the contents of this Contract or any solicitation response upon which this Contract is based to any competitor or any other person engaged in the same line of business as Qualified Project Partner. p) Complying 2. If the Contract is for services, Qualified Project Partner shall comply with all federalSection 2155.4441 of the Texas Government Code, Staterequiring the purchase of products and materials produced in the State of Texas in performing service contracts. 3. Under Section 231.006 of the Family Code, the Qualified Project Partner certifies that the individual or business entity named in this Contract, bid or application is not ineligible to receive the specified grant, loan, or payment and local regulationsacknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. 4. A bid or an application for a contract, where applicablegrant, or loan paid from state funds must include the name and social security number of the individual or sole proprietor and each partner, shareholder, or owner with an ownership interest of at least 25 percent of the business entity submitting the bid or application. Qualified Project Partner certifies it has submitted this information to the GLO. 5. If the Contract is for the purchase or lease of computer equipment, as defined by Texas Health and Safety Code Section 361.952(2), Qualified Project Partner certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code, related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in Title 30 Texas Administrative Code Chapter 328.

Survival of Terms and Provisions. The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any QPP claim for damages to the amount of funds appropriated for payment but not yet paid to QPP; ownership; intellectual property; third-party reliance; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers’ compensation; unemployment insurance; QPP's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for QPP or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Parties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOR GLO CONTRACT NO. 2422-058113-018031-E419 E006 Xxxx X. Xxxxxx, Chief Clerk Clerk/ By: Xxxxxxxx Xxxxx Xxxxxxx Deputy Land Commissioner Title: Executive Director Date of execution:_6/10/2024 Chief Conservation Officer Date of execution: 6/10/2024 OGC PM DIV DIR DD SDD DGC GC6/12/2023 Date of execution: 6/12/2023 1. To address erosion construction of 6.7 miles of rock breakwater along Deadman Island, an important bird rookery island in Aransas the shorelines of Anahuac NWR along the GIWW and East Bay, the GLO shallshall support the Ducks Unlimited (DU; the Qualified Project Partner or “QPP”) and fulfill the following tasks: a) Expend a. Provide up to $5,000.00 from the CEPRA account an amount as described on budget belowin reimbursements to QPP. b) Confer b. Provide up to $15,445,000.00 from the GOMESA account in reimbursements to the QPP. x. Xxxxxx with QPP DU on the location and extent of the project area/area and scope of work. c) Provide timely approval regarding selection of any Professional Services Provider (PSP) and/or construction contractor solicited by QPP for performance of this project. d) Provide timely comments or approval on QPP’s submittals. e) Participate in meetings and decision making processes. f) d. Assist in identifying legal requirements for the use of state-owned submerged land and facilitate the QPP’s efforts to obtain all state-owned land use authorizations. g) e. Provide oversight review and approval of professional services and construction services solicited by DU as necessary or required in a timely manner. f. Provide financial point of contact. h) Assist in complying with all federal, state, and local regulations, where applicable2. QPP shall: a. Provide documentation for a total expenditure of $4,000,000 of match funding to the project budget. 2. To address erosion along Deadman Island, an important bird rookery island in Aransas Bay, the Qualified Project Partner (QPP) as lead project manager shall complete final design, bid assistance, construction oversight, and construction of breakwater and fill material to increase the size of Deadman Island to upwards of 3 acres by: a) Providing documentation for the expenditure of the QPP Match as described in the budget below. b) Conferring and cooperating with the GLO to delineate and document the exact location and extent of the project area. c) Consulting with and otherwise including GLO regarding any project meetings or decision- making processes in connection with the project. d) Providing GLO with an estimated timeline for performance of the project. e) b. Apply for, hold, and maintain, if acquired, all required permits, leases, maintain authorization for the use of state-owned submerged lands and any other authorizations necessary for required by state, federal or local law to implement the project. c. Consult with the GLO on the project area/scope of work and ensure compliance any change in construction related costs. d. Consult and include the GLO in any project meetings or decision-making processes. e. Assume full roles of responsibility in project management and engineering oversight of construction administration. Oversight should be administrated by a coastal PE and should involve the following tasks: 1. Solicit construction bids and select a contractor; 2. Provide construction oversight; 3. Include GLO PM in any/all construction progress meetings and site visits; 4. Conduct weekly scheduled construction site visits with accompanying reports to be provided to the GLO; 5. Notify GLO PM of any construction contract change orders; 6. Provide project closeout documentation including all general survey and special conditions contained therein,as-built data, construction submittals and pre- and post-construction aerial imagery. f) f. Submit for GLO review and comments comment/approval final Opinion of Probable Construction Costs, Designs, Plans, and/or specifications. g. Submit for GLO review and approval a copy of the solicitation/bid material. h. Submit for GLO review and approval QPPs preferred contractor. i. Submit for review and comment a draft of any contract under which QPP will seek reimbursement for allowable expenses under this Agreement. g) Confer and cooperate j. Contract with the GLO on the selection a construction company to implement construction of a professional services provider (PSP) and construction contractor. h) Manage shoreline protection along the project and contract with a professional services provider (PSP) to: 1) Document and survey existing conditions, as required; 2) Conduct a Coastal Boundary Survey in accordance with Texas Natural Resources Code §33.136, if deemed necessary; 3) If necessary, finalize construction Contract Documents, including drawings, technical specifications and Owner’s construction proposal solicitation or bid documents; 4) Assist QPP with the development of the construction solicitation or bid package; 5) Provide construction proposal or bid evaluation assistance and contract award recommendation for a construction contractor (or contractors); 6) Perform construction contract administration services including on-site observation of the work; 7) Conduct a Substantial and Final Completion Walkthrough with QPP, GLO, and any project stakeholders and provide closeout documentation to the USACE and project entities; 8) Determine post-construction monitoring regimen, if necessary or required. i) If applicable, submitting for GLO review and comment a copy of any construction solicitation/bid material. j) Submitting for GLO review and comment/approval Opinion of Probable Construction Costs, engineering design plans, and/or specifications. k) Procuring a construction contractor in accordance with QPP’s regular procurement process. l) Serving shoreline. k. Serve as the point of contact for communication with the PSP and/or construction contractor professional services provider and any other contracted entities under the terms of QPPDU’s respective contracts with those Providersvendors. However, this does not restrict or preclude communication communications of a general nature between the GLO and QPPDU’s contracted parties during the course of the project. m) Serving l. Serve as the source for all media advisories, inquiries, inquiries and press releases regarding the Project and advise GLO in a timely manner of any inquiries made about the Projectproject. n) Providing a m. Provide financial point of contact. o) Documenting local support (local associations, foundations, and others). p) Complying with all federal, State, and local regulations, where applicable.

Survival of Terms and Provisions. The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any QPP claim for damages to the amount of funds appropriated for payment but not yet paid to QPP; ownership; intellectual property; third-party reliance; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers’ compensation; unemployment insurance; QPP's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for QPP or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Partiesparties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOR GLO CONTRACT NO. 24-058-018-E419 Xxxx X. Xxxxxx, Chief Clerk Clerk/ By: Xxxxxxxx Xxxxxxx Xxxxx Xxxx Deputy Land Commissioner Title: Executive Interim Acting Director Date of execution:_6/10/2024 Texas Date of execution: 6/10/2024 OGC 9/30/2020 Date of execution: 9/28/2020 PM DIV DIR DD SDD DGC GC 1. To address erosion along Deadman Island, an important bird rookery island in Aransas Baythe permitting and final design for shoreline protection at Mad Island Xxxxx Preserve, the GLO shallshall aid The Nature Conservancy (TNC) and fulfill the following tasks: a) a. Expend from the CEPRA account an amount as described on budget below$127,500.00 in project costs. b) Confer x. Xxxxxx with QPP (the Qualified Project Partner or “QPP”) on the location and extent of the project area/. x. Xxxxxx with QPP on the scope of work. c) d. Provide timely oversight review and approval regarding selection of any Professional Services Provider (PSP) and/or construction contractor professional services solicited by QPP for performance of this projectas necessary or required. d) Provide timely comments or approval on QPP’s submittals. e) Participate in meetings and decision making processes. f) e. Assist in identifying legal requirements for the use of state-owned submerged land and facilitate the QPPTNC’s efforts to obtain all any necessary state-owned land use authorizations. g) f. Provide timely comments on QPP submittals for comment or approval. g. Provide financial point of contact. h) Assist in complying with all federal, 2. QPP shall: a. Obtain authorization for the use of state-owned submerged lands and any other authorizations required by state, and federal or local regulations, where applicable. 2. To address erosion along Deadman Island, an important bird rookery island in Aransas Bay, the Qualified Project Partner (QPP) as lead project manager shall complete final design, bid assistance, construction oversight, and construction of breakwater and fill material law to increase the size of Deadman Island to upwards of 3 acres by: a) Providing documentation for the expenditure of the QPP Match as described in the budget below. b) Conferring and cooperating with the GLO to delineate and document the exact location and extent of the project area. c) Consulting with and otherwise including GLO regarding any project meetings or decision- making processes in connection with implement the project. d) Providing GLO with an estimated timeline for performance of the project. e) b. Apply for, hold, and maintain, if acquired, all maintain any required permits, leases, and other authorizations necessary authorization s for the project. c. Consult with the GLO on the project area/scope of work. d. Consult and ensure compliance with all general and special conditions contained therein,include GLO in any project meetings or decision-making processes. f) e. Submit for GLO approval QPPs preferred professional services provider. f. Submit for GLO review and comments comment a draft of any contract under which the QPP will seek reimbursement for allowable expenses under this Agreement. g) Confer g. Manage the project and contract with approved professional services provider to: -develop technical specifications and plans, -obtain aerial imagery, -prepare an alternatives analysis, -complete design construction drawings and final project manual -perform any surveys necessary to complete permit application; -complete and provide to USACE a permit application; -provide GLO authorization to participate in project meetings with relevant permitting authorities if necessary; -provide project closeout documentation. x. Xxxxxx and cooperate with the GLO on the selection of a professional services provider (PSP) responses to comments and construction contractorcoordination for permit finalization. h) Manage the project and contract with a professional services provider (PSP) to: 1) Document and survey existing conditions, as required; 2) Conduct a Coastal Boundary Survey in accordance with Texas Natural Resources Code §33.136, if deemed necessary; 3) If necessary, finalize construction Contract Documents, including drawings, technical specifications and Owner’s construction proposal solicitation or bid documents; 4) Assist QPP with the development of the construction solicitation or bid package; 5) Provide construction proposal or bid evaluation assistance and contract award recommendation for a construction contractor (or contractors); 6) Perform construction contract administration services including on-site observation of the work; 7) Conduct a Substantial and Final Completion Walkthrough with QPP, GLO, and any project stakeholders and provide closeout documentation to the USACE and project entities; 8) Determine post-construction monitoring regimen, if necessary or required. i) If applicable, submitting for GLO review and comment a copy of any construction solicitation/bid material. j) Submitting for GLO review and comment/approval Opinion of Probable Construction Costs, engineering design plans, and/or specifications. k) Procuring a construction contractor in accordance with QPP’s regular procurement process. l) Serving i. Serve as the point of contact for communication with the PSP and/or construction contractor professional services provider and any other contracted entities under the terms of QPP’s respective contracts with those Providersvendors. However, this does not restrict or preclude communication communications of a general nature between the GLO and QPP’s contracted parties during the course of the project. m) Serving j. Submit for GLO review and comment any project document materials and data. k. Serve as the source for all media advisories, inquiries, inquiries and press releases regarding the Project and advise GLO in a timely manner of any inquiries made about the Projectproject. n) Providing l. Provide a financial point of contact. o) Documenting local support (local associations, foundations, and others). p) Complying with all federal, State, and local regulations, where applicable.

Survival of Terms and Provisions. The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any QPP claim for damages to the amount of funds appropriated for payment but not yet paid to QPP; ownership; intellectual property; third-party reliance; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers’ compensation; unemployment insurance; QPP's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for QPP or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Partiesparties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOR GLO CONTRACT NO. 24-058-018-E419 XXXXXXX XXXX XXXXXX XXXXXXXXX XXX FOUNDATION Xxxx X. Xxxxxx, Chief Clerk Clerk/ By: Xxxxxxxx Xxxxxxx Xxx Xxxxxx Deputy Land Commissioner Title: Executive Director Date of execution:_6/10/2024 President Date of execution: 6/10/2024 7/7/2020 Date of execution: 7/7/2020 OGC PM DIV DIR DD SDD DGC GC 1. To address erosion along Deadman Island, an important bird rookery island in Aransas Baythe Oyster Lake Habitat Protection and Restoration - Phase III project (project), the GLO shallshall be the supporting the Galveston Bay Foundation (the Qualified Project Partner “QPP”) and fulfill the following tasks: a) Expend Provide from the CEPRA account an amount as described on budget belownot to exceed $60,000.00 to the project budget, which constitutes 60% of the total final design costs, through reimbursement to the QPP for allowable expenses. b) Provide from the GOMESA account an amount not to exceed $4,500,000.00, which constitutes 100% of the construction costs, through reimbursement to the QPP for allowable expenses. c) Confer with QPP on the location and extent of the project area/scope of work. cd) Provide timely approval regarding selection of any Professional Services Service Provider (PSP) and/or construction contractor solicited by QPP for performance of this project. de) Provide timely comments comment or approval on QPP’s submittals. ef) Participate in meetings and decision making processesProvide financial point of contact. fg) Assist in identifying legal requirements for the use of state-owned state -owned submerged land and facilitate the QPP’s efforts to obtain all state-owned land use authorizations. g) Provide financial point of contact. h) Assist in complying with all federal, state, and local regulations, where applicable. 2. To address erosion along Deadman Island, an important bird rookery island in Aransas Baythe project, the Qualified Project Partner (QPP) as QPP shall be the lead project manager shall complete final design, bid assistance, construction oversight, partner and construction of breakwater and fill material to increase fulfill the size of Deadman Island to upwards of 3 acres byfollowing tasks: a) Providing Provide documentation for the a total expenditure of $40,000.00 in partner match which constitutes 40.0% of the QPP Match as described in total final project design costs to the budget belowGLO. b) Conferring Confer and cooperating cooperate with the GLO to delineate and document the exact location and extent of the project area. c) Consulting with and otherwise including GLO regarding any project meetings or decision- making processes in connection Consult with the projectGLO on the project scope of work and any change in construction related costs. d) Providing Provide GLO with an estimated timeline for performance of the project. e) Apply Initiate communications of a general nature between the GLO and the QPP during the project. f) Consult and include GLO in any project meetings or decision-making processes. g) If applicable, submit for GLO review and comment a copy of any construction solicitation/bid material. h) Submit for GLO approval regarding selection of QPP’s preferred PSP and, if applicable, construction contractor. i) Submit match funding reimbursement requests to the GLO with supporting documentation for all labor, material, and PSP expenses. j) Submit for GLO review and comment/approval opinion of construction costs, engineering design, plans, and/or specifications. k) Provide financial point of contact. l) Manage the project and contract with a PSP to: i. Finalize construction Contract Documents, including drawings, technical specifications and Owner’s construction proposal solicitation or bid documents as necessary. ii. Conduct a Coastal Boundary Survey in accordance with Texas Natural Resources Code §133.36, if deemed necessary. iii. Perform construction contract administration services including on-site observation of the work. iv. Prepare final project construction report(s). v. If necessary, conduct post construction monitoring/surveying. m) Confer with USFWS Brazoria NWR to apply for, hold, and maintain, if acquired, all required permits, leases, and other authorizations necessary for the project and to ensure compliance with all general and special conditions contained therein, f) Submit for GLO review and comments a draft of any contract under which QPP will seek reimbursement for allowable expenses under this Agreement. g) Confer and cooperate with the GLO on the selection of a professional services provider (PSP) and construction contractor. h) Manage the project and contract with a professional services provider (PSP) to: 1) Document and survey existing conditions, as required; 2) Conduct a Coastal Boundary Survey in accordance with Texas Natural Resources Code §33.136, if deemed necessary; 3) If necessary, finalize construction Contract Documents, including drawings, technical specifications and Owner’s construction proposal solicitation or bid documents; 4) Assist QPP with the development of the construction solicitation or bid package; 5) Provide construction proposal or bid evaluation assistance and contract award recommendation for a construction contractor (or contractors); 6) Perform construction contract administration services including on-site observation of the work; 7) Conduct a Substantial and Final Completion Walkthrough with QPP, GLO, and any project stakeholders and provide closeout documentation to the USACE and project entities; 8) Determine post-construction monitoring regimen, if necessary or required. in) If applicable, submitting for GLO review schedule and comment conduct a copy substantial completion inspection of any construction solicitation/bid materialthe project with the GLO, followed by a final inspection as warranted, prior to project acceptance. jo) Submitting for GLO review and comment/approval Opinion of Probable Construction Costs, engineering design plans, and/or specifications. k) Procuring a construction contractor in accordance with QPP’s regular procurement process. l) Serving Serve as the point of contact for communication with the PSP and/or and/ or construction contractor and any other contracted entities under the terms of QPP’s respective contracts with those Providersproviders. However, this does not restrict or preclude communication of a general nature between the GLO and QPP’s contracted parties during the course of the project. mp) Serving Serve as the source for all media advisories, inquiries, inquiries and press releases regarding the Project project and advise GLO in a timely manner of any inquiries made about the Projectproject. nq) Providing Schedule and conduct monthly project status meetings. In addition, meeting minutes are to be submitted to the GLO CEPRA Project Manager. r) If necessary, provide GLO authorization to participate in meetings regarding the project with relevant permitting authorities. s) Provide a financial point of contact. ot) Documenting Document local support (local associations, foundations, and others)for the project. pu) Complying Comply with all federal, Statestate, and local regulations, where applicable. v) Deliverable(s)/Milestone(s): i. Reporting: Monthly reports will be provided to the GLO within 7 days of the end of each month. A final project completion report summarizing all financial expenditures, deliverables received, and project timeline should be supplied to the GLO upon 60 days of project closeout.

Survival of Terms and Provisions. The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any QPP claim for damages to the amount of funds appropriated for payment but not yet paid to QPP; ownership; intellectual property; third-party reliance; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers’ compensation; unemployment insurance; QPP's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for QPP or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Parties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOR GLO CONTRACT NO. 2422-058113-018021-E419 D385 Xxxx X. Xxxxxx, Chief Clerk Clerk/ By: Xxxxxxxx Xxxxxxx Title: Executive Director Xxxxxx X. Xxxxx Date of execution:_6/10/2024 execution:_7/20/2022 Date of execution: 6/10/2024 OGC PM DIV DIR DD SDD DGC GC7/20/2022 The General Land Office (GLO) and Xxxxxx X. Xxxxx (QPP) shall cooperate to complete CEPRA Project No. 1744 for relocation of a structure owned by QPP (the “Structure”) that is on the public beach at or near 00000 Xxxx Xxxxx Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxx (the “Project”). GLO and QPP shall complete the Project in accordance with this Project Workplan and the Contract. QPP must fully complete the Project no later than August 31, 2023. I. GLO’s Responsibilities 1. To address erosion along Deadman Island, an important bird rookery island in Aransas Bay, the GLO shall: a) Expend from the CEPRA account an amount as described on budget below. b) Confer with QPP on the location and extent of the Provide a project area/scope of work. c) Provide timely approval regarding selection of any Professional Services Provider (PSP) and/or construction contractor solicited by QPP for performance of this project. d) Provide timely comments or approval on QPP’s submittals. e) Participate in meetings and decision making processes. f) Assist in identifying legal requirements for the use of state-owned submerged land and facilitate the QPP’s efforts to obtain all state-owned land use authorizations. g) Provide financial manager point of contact. h) Assist in complying with all federal, state, and local regulations, where applicable.; 2. To address erosion along Deadman IslandAt the request of the QPP, an important bird rookery island in Aransas Bay, offer permit guidance assistance through the Qualified Project Partner (QPPapplicable local government(s) as lead project manager shall complete final design, bid assistance, construction oversightfor Dune Protection Permits and Beachfront Construction Certificates, and construction through the Permit Assistance Center if a U.S. Army Corps of breakwater Engineers permit or any other type of permit is required; 3. Monitor and fill material to increase the size verify progress of Deadman Island to upwards of 3 acres by:work by conducting field inspections; a) Providing documentation for the expenditure of the QPP Match as described in the budget below. b) Conferring and cooperating with the GLO to delineate and document the exact location and extent of the project area. c) Consulting with and otherwise including GLO regarding any project meetings or decision- making processes in connection with the project. d) Providing GLO with an estimated timeline for performance of the project. e) Apply for, hold, and maintain, if acquired, all required permits, leases, and other authorizations necessary for the project and ensure compliance with all general and special conditions contained therein, f) Submit for 4. Upon GLO review and comments a draft approval of any contract under which submitted reimbursable expenses, reimburse the QPP will seek reimbursement for allowable expenses under this Agreement. g) Confer and cooperate with the GLO on the selection of a professional services provider (PSP) and construction contractor. h) Manage the project and contract with a professional services provider (PSP) to: 1) Document and survey existing conditionsin an amount not to exceed $125,000.00, as required; 2) Conduct a Coastal Boundary Survey in accordance with Texas Natural Resources Code §33.136, if deemed necessary; 3) If necessary, finalize construction Contract Documentsthe Schedule of Allowable Expenses detailed in Attachment C to the Contract, including drawings, technical specifications but not limited to expenses incurred and Owner’s construction proposal solicitation or bid documents; 4) Assist QPP with the development of the construction solicitation or bid package; 5) Provide construction proposal or bid evaluation assistance and contract award recommendation for a construction contractor (or contractors); 6) Perform construction contract administration services including on-site observation of the work; 7) Conduct a Substantial and Final Completion Walkthrough with QPP, GLO, and any project stakeholders and provide closeout documentation required to the USACE and project entities; 8) Determine post-construction monitoring regimen, if necessary or required. i) If applicable, submitting for GLO review and comment a copy of any construction solicitation/bid material. j) Submitting for GLO review and comment/approval Opinion of Probable Construction Costs, engineering design plans, and/or specifications. k) Procuring a construction contractor in accordance with QPP’s regular procurement process. l) Serving as the point of contact for communication with the PSP and/or construction contractor and any other contracted entities under fulfill the terms of QPP’s respective contracts with those Providersthe Contract; and 5. However, this does not restrict or preclude communication Conduct a final site inspection at the conclusion of general nature between all work related to the GLO and QPP’s contracted parties during the course relocation/removal of the project. m) Serving as Structure to ensure all work undertaken in the source for all media advisories, inquiries, and press releases regarding completion of the Project has conformed to all applicable permits and advise GLO in a timely manner of any inquiries made about the ProjectContract. n) Providing a financial point of contact. o) Documenting local support (local associations, foundations, and others). p) Complying with all federal, State, and local regulations, where applicable.

Survival of Terms and Provisions. The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any QPP claim for damages to the amount of funds appropriated for payment but not yet paid to QPP; ownership; intellectual property; third-party reliance; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers’ compensation; unemployment insurance; QPP's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for QPP or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Partiesparties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOR GLO CONTRACT NO. 24-058-018-E419 Xxxx X. Xxxxxx, Chief Clerk Clerk/ By: Xxxxxxxx Xxxxxxx Xxx Xxxxx Deputy Land Commissioner Title: Executive Director Date of execution:_6/10/2024 execution: 1/28/2020 Date of execution: 6/10/2024 OGC PM DIV DIR DD SDD DGC GCGC DocuSign Envelope ID: 7FB6CEFA-DAAE-44C4-8BC6-748E59054535 1. To address erosion along Deadman Island, an important bird rookery island post-storm mitigation of levees and water control infrastructure on Matagorda Island in Aransas BayNational Wildlife Refuge (ANWR), the GLO shallshall support the Coastal Bend Bays and Estuaries Program (CBBEP) and fulfill the following tasks: a) a. Expend from the CEPRA account an amount as described on budget belownot to exceed $2,000,000.00 to the project budget. bx. Xxxxxx with CBBEP (the Qualified Project Partner or “QPP”) Confer with QPP on the location and extent of the project area/. x. Xxxxxx with CBBEP on the scope of work. c) d. Provide timely oversight review and approval regarding selection of any Professional Services Provider (PSP) and/or professional services and construction contractor services solicited by QPP for performance of this projectCBBEP as necessary or required. d) e. Provide timely comments or approval on QPP’s submittalsfinancial point of contact. e) Participate 2. To address post-storm mitigation of levees and water control infrastructure on Matagorda Island in meetings Aransas National Wildlife Refuge (ANWR), the CBBEP shall act as lead project partner and decision making processesfulfill the following tasks: a. Contribute $1,500,000.00 of match funding to the project budget. f) Assist in identifying legal requirements b. Obtain authorization for the use of state-owned submerged land lands and facilitate the QPP’s efforts to obtain all state-owned land use authorizations. g) Provide financial point of contact. h) Assist in complying with all federal, any other authorizations required by state, and federal or local regulations, where applicable. 2. To address erosion along Deadman Island, an important bird rookery island in Aransas Bay, the Qualified Project Partner (QPP) as lead project manager shall complete final design, bid assistance, construction oversight, and construction of breakwater and fill material law to increase the size of Deadman Island to upwards of 3 acres by: a) Providing documentation for the expenditure of the QPP Match as described in the budget below. b) Conferring and cooperating with the GLO to delineate and document the exact location and extent of the project area. c) Consulting with and otherwise including GLO regarding any project meetings or decision- making processes in connection with implement the project. d) Providing GLO c. Obtain a cooperative agreement with an estimated timeline for performance of USFWS to: 1. Operate the project; 2. Provide aid via professional service provider to USFWS regarding obtaining NWP USACE Permit; 3. Gain permissions to utilize NWP Permit. e) Apply for, hold, and maintain, if acquired, all required permits, leases, and other authorizations necessary for the project and ensure compliance with all general and special conditions contained therein, f) Submit for GLO review and comments a draft of any contract under which QPP will seek reimbursement for allowable expenses under this Agreement. g) Confer and cooperate with the GLO on the selection of a professional services provider (PSP) and construction contractor. h) d. Manage the project and contract with a professional services provider (PSP) to: 1) Document . Conduct engineering design plans and survey existing conditions, as requiredspecifications; 2) Conduct . Aid USFWS in completion of a Coastal Boundary Survey in accordance with Texas Natural Resources Code §33.136, if deemed necessaryNWP application and any public notice comments; 3) If necessary, finalize construction Contract Documents, including drawings, technical specifications and Owner’s construction proposal solicitation or . Develop a bid documentspackage for construction; 4) Assist QPP . Oversee construction administration. e. Contract with a construction company to implement the development repair and replacement of the construction solicitation or bid package; 5) Provide construction proposal or bid evaluation assistance levees and contract award recommendation for a construction contractor (or contractors); 6) Perform construction contract administration services including on-site observation of the work; 7) Conduct a Substantial and Final Completion Walkthrough with QPP, GLO, and any project stakeholders and provide closeout documentation to the USACE and project entities; 8) Determine post-construction monitoring regimen, if necessary or requiredwater control structures. i) If applicable, submitting for GLO review and comment a copy of any construction solicitation/bid material. j) Submitting for GLO review and comment/approval Opinion of Probable Construction Costs, engineering design plans, and/or specifications. k) Procuring a construction contractor in accordance with QPP’s regular procurement process. l) Serving f. Serve as the point of contact for communication with the PSP and/or construction contractor professional services provider and any other contracted entities under the terms of QPPCBBEP’s respective contracts with those Providersvendors. However, this does not restrict or preclude communication communications of a general nature between the GLO and QPPCBBEP’s contracted parties during the course of the project. m) Serving g. Serve as the source for all media advisories, inquiries, inquiries and press releases regarding the Project and advise GLO in a timely manner of any inquiries made about the Projectproject. n) Providing a h. Provide financial point of contact. o) Documenting local support (local associationsi. Deliverable(s)/Milestone(s): Requests for reimbursement must be accompanied by a short statement of work completed and any deliverables received during the reimbursement period. A final project completion report summarizing all financial expenditures, foundationsdeliverables received, and others). pproject timeline should be supplied to the GLO upon 60 days of project closeout. DocuSign Envelope ID: 7FB6CEFA-DAAE-44C4-8BC6-748E59054535 MATAGORDA ISLAND WEST XXXXX PROTECTION ROJECT CEPRA PROJECT #1687 CONTRACTUAL AMOUNT Repair/Replacement of Levees and Water Control Structures $3,500,000.00 QPP Cash Commitment (USFWS Grant) Complying with all federal, State, and local regulations, where applicable.$1,500,000.00 10/31/2019 DocuSign Envelope ID: 7FB6CEFA-DAAE-44C4-8BC6-748E59054535 CEPRA PROJECT #1687 Mesquite Bay Seadrift San Antonio Bay Project Location Mesquite Bay

Survival of Terms and Provisions. The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any QPP claim for damages to the amount of funds appropriated for payment but not yet paid to QPP; ownership; intellectual property; third-party reliance; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers’ compensation; unemployment insurance; QPP's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for QPP or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Partiesparties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOR GLO CONTRACT NO. 24-058-018-E419 Xxxx X. Xxxxxx, Chief Clerk Clerk/ By: Xxxxxxxx Xxxxxxx Xxx Xxxxxx Deputy Land Commissioner Title: Executive Director President Date of execution:_6/10/2024 execution:_7/9/2020 Date of execution: 6/10/2024 OGC execution:7/8/2020 PM DIV DIR DD SDD DGC GC 1. To address erosion along Deadman Island, an important bird rookery island habitat restoration of up to 4 sites in Aransas Xxxxx Bay, the GLO shallshall support the Galveston Bay Foundation (GBF) and fulfill the following tasks: a) a. Expend from the CEPRA account an amount as described on budget belownot to exceed $5,000.00. bb. Expend from the GOMESA account an amount not to exceed $1,150,000.00. GLO totals constitute 100% of total construction costs. x. Xxxxxx with GBF (the Qualified Project Partner or “QPP”) Confer with QPP on the location and extent of the project area/area and scope of work. c) Provide timely approval regarding selection of any Professional Services Provider (PSP) and/or construction contractor solicited by QPP for performance of this project. d) Provide timely comments or approval on QPP’s submittals. e) Participate in meetings and decision making processes. f) d. Assist in identifying legal requirements for the use of state-owned submerged land lands and facilitate the QPP’s efforts to obtain all state-owned land use authorizations. g) e. Provide oversight review and approval of professional services and construction services solicited by GBF as necessary or required in a timely manner. f. Provide financial point of contact. h) Assist in complying with all federal, state, and local regulations, where applicable. 2. To address erosion along Deadman Island, an important bird rookery island in Aransas Bay, the Qualified Project Partner (QPP) as lead project manager shall complete final design, bid assistance, construction oversight, and construction of breakwater and fill material to increase the size of Deadman Island to upwards of 3 acres byThe Galveston Bay Foundation shall: a) Providing documentation for the expenditure of the QPP Match as described in the budget below. b) Conferring and cooperating with the GLO to delineate and document the exact location and extent of the project area. c) Consulting with and otherwise including GLO regarding any project meetings or decision- making processes in connection with the project. d) Providing GLO with an estimated timeline for performance of the project. e) a. Apply for, hold, and maintain, if acquired, all required permits, leases, maintain authorization for the use of state-owned submerged lands and any other authorizations necessary required by state, federal or local law to implement the project. b. Consult with the GLO on project area/scope of work and any change in construction- related costs. c. Consult and include the GLO in any project meetings or decision-making processes. d. Assume full roles of responsibility in project management including: -selecting a professional services provider for the project and ensure compliance with all general and special conditions contained therein, f) Submit construction oversight; -submitting for GLO review and comments comment/approval final opinion of construction cost, and final design and specifications; -submitting for GLO review and approval a copy of the solicitation/bid material; -submitting for approval QPPs preferred contractor; -Including GLO PM in any/all construction progress meetings and site visits; -Notifying GLO PM of any construction change orders; -Providing all requested project closeout documents and data. e. Contract with a professional services provider to conduct construction administration. Service provider shall be a coastal PE and tasks should at least include the following: -aid QPP during solicitation of construction and contractor selection; -provide construction oversight; -conduct weekly scheduled construction site visits with accompanying reports to be provided to QPP and GLO for review; -review payment applications from construction contractor to ensure template is being completed properly. All pay applications from construction contractor should be approved for payment by engineer of record before they are provided to the QPP for payment; -conduct a substantial completion walkthrough whereby any uncompleted items are inventoried and relayed to GLO and QPP for review; -conduct a final walkthrough of construction before declaring completion; -provide project closeout documentation summarizing the project, deliverables, timelines, and milestones. f. Contract with a construction company to implement construction of habitat enhancement of four sites in Xxxxx Bay. Ensure contractor provides all survey data, as-builts, construction submittals, and pre- and post-construction aerial imagery. g. Submit for review and comment a draft of any contract under which QPP will seek reimbursement for allowable expenses under this Agreement. g) Confer and cooperate with the GLO on the selection of a professional services provider (PSP) and construction contractor. h) Manage the project and contract with a professional services provider (PSP) to: 1) Document and survey existing conditions, as required; 2) Conduct a Coastal Boundary Survey in accordance with Texas Natural Resources Code §33.136, if deemed necessary; 3) If necessary, finalize construction Contract Documents, including drawings, technical specifications and Owner’s construction proposal solicitation or bid documents; 4) Assist QPP with the development of the construction solicitation or bid package; 5) Provide construction proposal or bid evaluation assistance and contract award recommendation for a construction contractor (or contractors); 6) Perform construction contract administration services including on-site observation of the work; 7) Conduct a Substantial and Final Completion Walkthrough with QPP, GLO, and any project stakeholders and provide closeout documentation to the USACE and project entities; 8) Determine post-construction monitoring regimen, if necessary or required. i) If applicable, submitting for GLO review and comment a copy of any construction solicitation/bid material. j) Submitting for GLO review and comment/approval Opinion of Probable Construction Costs, engineering design plans, and/or specifications. k) Procuring a construction contractor in accordance with QPP’s regular procurement process. l) Serving h. Serve as the point of contact for communication with the PSP and/or construction contractor professional services provider and any other contracted entities under the terms of QPPGBF’s respective contracts with those Providersvendors. However, this does not restrict or preclude communication communications of a general nature between the GLO and QPPGBF’s contracted parties during the course of the project. m) Serving i. Serve as the source for all media advisories, inquiries, inquiries and press releases regarding the Project and advise GLO in a timely manner of any inquiries made about the Projectproject. n) Providing a j. Provide financial point of contact. o) Documenting local support (local associations, foundations, and others). p) Complying with all federal, State, and local regulations, where applicable.

Survival of Terms and Provisions. The terms and conditions of this Contract related to the following subjects shall survive the termination of this Contract: definitions; interpretation; warranties; affirmations; prohibition on debts created on behalf of the State of Texas and/or the GLO; limitation of any QPP claim for damages to the amount of funds appropriated for payment but not yet paid to QPP; ownership; intellectual property; third-party reliance; books and records; inspection and audit; records retention period; confidentiality; public records; insurance; taxes; workers’ compensation; unemployment insurance; QPP's obligation to procure and maintain, at its sole expense, all government licenses, authorizations, insurance, waivers, permits, and/or qualifications necessary for QPP or any subcontractors to provide the goods or services described in this Contract; indemnity; assignment and subcontracting; relationship of the Parties; compliance with laws; notices; governing law and venue; severability; dispute resolution; merger and integration; invoice and fee verification; property rights; default; and amendment. SIGNATURE PAGE FOR GLO CONTRACT NO. 2422-058113-018008-E419 D367 Xxxx X. Xxxxxx, Chief Clerk Clerk/ By: Xxxxxxxx Xxxxxxx Xxx Xxxxxx Deputy Land Commissioner Title: Executive Director President Date of execution:_6/10/2024 execution:_11/10/2022 Date of execution: 6/10/2024 OGC PM DIV DIR DD SDD DGC GC11/7/2022 1. To address erosion along Deadman Island, an important bird rookery island in Aransas Baythe shoreline protection of West Bay (the “Project”), the GLO shallshall aid the QPP and fulfill the following tasks: a) a. Expend from the CEPRA account accounts an amount as described on budget belownot to exceed $80,000 (60% of total Project budget). b) Confer x. Xxxxxx with QPP on the location and extent of the project Project area/. x. Xxxxxx with QPP on the scope of work, attend Project meetings, participate in site visits and in the decision-making processes as needed. c) d. Provide timely oversight review and approval regarding selection of any Professional Services Provider (PSP) and/or construction contractor professional services solicited by QPP for performance of this projectas necessary or required. d) e. Provide timely comments or approval on QPP’s submittalssubmittals for comment or approval. e) Participate in meetings and decision making processes. f) f. Assist in identifying legal requirements for the use of state-owned submerged land lands and facilitate the QPP’s efforts to obtain all any necessary state-owned land use authorizations. g) g. Provide financial point of contact. h) Assist in complying with all federal, state, and local regulations, where applicable. 2. To address erosion along Deadman Island, an important bird rookery island in Aransas Bay, the Qualified Project Partner (QPP) as lead project manager shall complete final design, bid assistance, construction oversight, and construction of breakwater and fill material to increase the size of Deadman Island to upwards of 3 acres by: a) Providing documentation for the expenditure of the QPP Match as described in the budget below. b) Conferring and cooperating with the GLO to delineate and document the exact location and extent of the project area. c) Consulting with and otherwise including GLO regarding any project meetings or decision- making processes in connection with the project. d) Providing GLO with an estimated timeline for performance of the project. e) Apply for, hold, and maintain, if acquired, all required permits, leases, and other authorizations necessary for the project and ensure compliance with all general and special conditions contained therein, f) Submit for GLO review and comments a draft of any contract under which QPP will seek reimbursement for allowable expenses under this Agreement. g) Confer and cooperate with the GLO on the selection of a professional services provider (PSP) and construction contractor. h) Manage the project and contract with a professional services provider (PSP) to: 1) Document and survey existing conditions, as required; 2) Conduct a Coastal Boundary Survey in accordance with Texas Natural Resources Code §33.136, if deemed necessary; 3) If necessary, finalize construction Contract Documents, including drawings, technical specifications and Owner’s construction proposal solicitation or bid documents; 4) Assist h. Provide QPP with the development of the construction solicitation or bid package; 5) Provide construction proposal or bid evaluation assistance and contract award recommendation for a construction contractor (or contractors); 6) Perform construction contract administration services including on-site observation of the work; 7) Conduct a Substantial and Final Completion Walkthrough with QPP, GLO, and recommendations from any project stakeholders and provide closeout documentation to the USACE and project entities; 8) Determine post-construction monitoring regimen, if necessary or required. i) If applicable, submitting for GLO review and comment a copy of any construction solicitation/bid material. j) Submitting for GLO review and comment/approval Opinion of Probable Construction Costs, engineering design plans, and/or specifications. k) Procuring a construction contractor in accordance with QPP’s regular procurement process. l) Serving as the point of contact for communication with the PSP and/or construction contractor and any other contracted entities under the terms of QPP’s respective contracts with those Providers. However, this does not restrict or preclude communication of general nature between the GLO and QPP’s contracted parties during the course of the project. m) Serving as the source for all media advisories, inquiries, and press releases regarding the Project prior to publication. 2. The QPP shall: a. Provide the GLO at least $55,000.00 in Partner Match funds constituting a minimum of 40% of the shared Project costs. b. Obtain authorization for the use of state-owned submerged lands and advise GLO in a timely manner of any inquiries made about other authorizations required by state, federal, or local law to implement the Project. nc. Apply for, hold, and maintain any permits, leases, and other necessary authorizations required for the Project d. Consult with the GLO on the Project area/scope of work e. Consult with and include GLO in any Project meetings or decision-making processes. f. Submit QPP’s preferred professional service provider (PSP) Providing to GLO for approval. g. Submit a draft of any contract under which the QPP will seek reimbursement for allowable expenses under Agreement to GLO for review and comment. h. Manage the Project and contract with approved PSP to: - Develop technical specifications and plans. - Perform any surveys necessary to complete permit application(s). - Complete and provide to USACE a permit application. - Provide GLO authorization to participate in Project meetings with relevant permitting authorities if necessary. - Provide Project closeout documentation. x. Xxxxxx and cooperate with GLO on responses to comments and coordination for permit finalization. j. Serve as the point of contact for communication with PSP and any other contracted entities under terms of QPP’s respective contracts with those vendors. GLO may communicate generally with QPP’s contracted parties during the Project. k. Submit Project document materials and data to GLO for review and comment. l. Serve as the source for all media advisories, inquires and press releases regarding the Project and provide timely notifications to the GLO of any inquiries made. m. Provide property access agreements for all work required by the scope of the Project. n. Provide financial point of contact. o) Documenting local support (local associationso. Reporting Requirements/Reimbursement Requests: - Provide interim reports as requested by the GLO. Submit a final Project completion report summarizing all financial expenditures, foundationsdeliverables received, and others)Project timelines to the GLO within 60 days after Project closeout. - Request for Reimbursement: The QPP must submit reimbursement requests monthly if QPP makes expenditures. QPP must ensure reimbursement requests for allowable expenses include a short statement of work by QPP and any cover letters provided by engineers or contractors during the reimbursement period. QPP must ensure that reimbursement requests are supported by actual receipts, cancelled checks, time sheets, or such other documentation that, in the judgement of the GLO, substantiates the expenditures, if allowable. QPP must send all reimbursement requests to XxxxxxXxxxxxxx@xxx.xxxxx.xxx email address and the GLO Project Manager. Failure to comply with this requirement may, at the sole discretion of the GLO, result in a Project delay or cessation of work. Any costs incurred resulting from the QPP’s failure to comply with these reimbursements are the responsibility of the QPP. CONTRACTUAL AMOUNT Survey, Analysis, Preliminary Design, Permitting, and Administration $135,000.00 QPP Cash Commitment (40.7 %) $55,000.00 CEPRA Cycle 12 (59.3%) * Please specify when using historically underutilized business as required by state law. DocuSign Envelope ID: 42A793F0-DA86-4481-8802-7B90334C4CCF Gulf of Mexico GENERAL AFFIRMATIONS TO THE EXTENT APPLICABLE, Qualified Project Partner affirms and agrees to the following, without exception: 1. Qualified Project Partner represents and warrants that, in accordance with Section 2155.005 of the Texas Government Code, neither Qualified Project Partner nor the firm, corporation, partnership, or institution represented by Qualified Project Partner, or anyone acting for such a firm, corporation, partnership, or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws, or (2) communicated directly or indirectly the contents of this Contract or any solicitation response upon which this Contract is based to any competitor or any other person engaged in the same line of business as Qualified Project Partner.* 2. Qualified Project Partner shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from the GLO. Any attempted assignment or delegation in violation of this provision is void and without effect. This provision does not apply to subcontracting. p3. If the Contract is for services, Qualified Project Partner shall comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts, but for contracts subject to 2 CFR 200, only to the extent such compliance is consistent with 2 CFR 200.319. 4. Under Section 231.006 of the Family Code, the vendor or applicant [Qualified Project Partner] certifies that the individual or business entity named in this Contract, bid or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate, in addition to other remedies set out in Section 231.006(f) Complying of the Family Code.* 5. A bid or an application for a contract, grant, or loan paid from state funds must include the name and social security number of the individual or sole proprietor and each partner, shareholder, or owner with all federalan ownership interest of at least 25 percent of the business entity submitting the bid or application. Qualified Project Partner certifies it has submitted this information to the GLO.* 6. If the Contract is for a “cloud computing service” as defined by Texas Government Code Section 2157.007, Statethen pursuant to Section 2054.0593(d)-(f) of the Texas Government Code, relating to cloud computing state risk and authorization management program, Qualified Project Partner represents and warrants that it complies with the requirements of the state risk and authorization management program and Qualified Project Partner agrees that throughout the term of the Contract it shall maintain its certifications and comply with the program requirements in the performance of the Contract. 7. If the Contract is for the purchase or lease of computer equipment, as defined by Texas Health and Safety Code Section 361.952(2), Qualified Project Partner certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code, related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in Title 30 Texas Administrative Code Chapter 328. 8. If the Contract authorizes Qualified Project Partner to access, transmit, use, or store data for the GLO, then in accordance with Section 2054.138 of the Texas Government Code, Qualified Project Partner certifies that it will comply with the security controls required under this Contract and will maintain records and make them available to the GLO as evidence of Qualified Project Partner’s compliance with the required controls. 9. Qualified Project Partner represents and warrants that it has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract. 10. Qualified Project Partner agrees that any payments due under the Contract shall be applied towards any debt or delinquency that is owed by Qualified Project Partner to the State of Texas. 11. Upon request of the GLO, Qualified Project Partner shall provide copies of its most recent business continuity and disaster recovery plans. 12. If the Contract is for consulting services governed by Texas Government Code Chapter 2254, Subchapter B, in accordance with Section 2254.033 of the Texas Government Code, relating to consulting services, Qualified Project Partner certifies that it does not employ an individual who has been employed by the GLO or another agency at any time during the two years preceding the Qualified Project Partner’s submission of its offer to provide consulting services to the GLO or, in the alternative Qualified Project Partner, in its offer to provide consulting services to the GLO, disclosed the following: (i) the nature of the previous employment with the GLO or other state agency; (ii) the date the employment was terminated; and (iii) the annual rate of compensation for the employment at the time of its termination.* 13. If the Contract is not for architecture, engineering, or construction services, then except as otherwise provided by statute, rule, or regulation, Qualified Project Partner must use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve any dispute arising under the Contract. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO OR, IF APPLICABLE, OF GOVERNMENTAL IMMUNITY BY QUALIFIED PROJECT PARTNER. 14. If the Contract is for architecture, engineering, or construction services, then subject to Texas Government Code Section 2260.002 and Texas Civil Practice and Remedies Code Chapter 114, and local regulationsexcept as otherwise provided by statute, where rule, or regulation, Qualified Project Partner shall use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve all disputes arising under this Contract. Except as otherwise provided by statute, rule, or regulation, in accordance with the Texas Civil Practice and Remedies Code, Section 114.005, claims encompassed by Texas Government Code, Section 2260.002(3) and Texas Civil Practice and Remedies Code Section 114.002 shall be governed by the dispute resolution process set forth below in subsections (a)-(d). NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO OR, IF APPLICABLE, OF GOVERNMENTAL IMMUNITY BY QUALIFIED PROJECT PARTNER. a. Notwithstanding Texas Government Code, Chapter 2260.002(3) and Chapter 114.012 and any other statute or applicable law, if Qualified Project Partner’s claim for breach of contract cannot be resolved by the Parties in the ordinary course of business, Qualified Project Partner may make a claim against the GLO for breach of contract and the GLO may assert a counterclaim against Qualified Project Partner as is contemplated by Texas Government Code, Chapter 2260, Subchapter B. In such event, Qualified Project Partner must provide written notice to the GLO of a claim for breach of the Contract not later than the 180th day after the date of the event giving rise to the claim. The notice must state with particularity: (1) the nature of the alleged breach; (2) the amount Qualified Project Partner seeks as damages; and (3) the legal theory of recovery. b. The chief administrative officer, or if designated in the Contract, another officer of the GLO, shall examine the claim and any counterclaim and negotiate with Qualified Project Partner in an effort to resolve them. The negotiation must begin no later than the 120th day after the date the claim is received, as is contemplated by Texas Government Code, Chapter 2260, Section 2260.052. c. If the negotiation under paragraph (b) above results in the resolution of some disputed issues by agreement or in a settlement, the Parties shall reduce the agreement or settlement to writing and each Party shall sign the agreement or settlement. A partial settlement or resolution of a claim does not waive a Party’s rights under this Contract as to the parts of the claim that are not resolved. d. If a claim is not entirely resolved under paragraph (b) above, on or before the 270th day after the date the claim is filed with the GLO, unless the Parties agree in writing to an extension of time, the Parties may agree to mediate a claim made under this dispute resolution procedure. This dispute resolution procedure is Qualified Project Partner’s sole and exclusive process for seeking a remedy for an alleged breach of contract by the GLO if the Parties are unable to resolve their disputes as described in this section. e. Nothing in the Contract shall be construed as a waiver of the state’s or the GLO’s sovereign immunity, or, if applicable, the governmental immunity of Qualified Project Partner. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas or Qualified Project Partner. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas or, if applicable, of Qualified Project Partner under this Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies or immunities or be considered as a basis for estoppel. The GLO does not waive any privileges, rights, defenses, or immunities available to it by entering into this Contract or by its conduct, or by the conduct of any representative of the GLO, prior to or subsequent to entering into this Contract. Qualified Project Partner does not waive any privileges, rights, defenses, or immunities available to it by entering into this Contract or by its conduct, or by the conduct of any representative of the GLO, prior to or subsequent to entering into this Contract. f. Except as otherwise provided by statute, rule, or regulation, compliance with the dispute resolution process provided for in Texas Government Code, Chapter 2260, subchapter B and incorporated by reference in subsection (a)-(d) above is a condition precedent to the Qualified Project Partner: (1) filing suit pursuant to Chapter 114 of the Civil Practices and Remedies Code; or (2) initiating a contested case hearing pursuant to Subchapter C of Chapter 2260 of the Texas Government Code. 15. If Chapter 2271 of the Texas Government Code applie