HomeMy WebLinkAboutC2005-347 - 7/26/2005 - Approved INTERLOCAL COOPERATION AGREEMENT
BETWEEN
TEXAS A & M UNIVERSfTY - CORPU8 CHRISTI
AND
THE CITY OF CORPUS CHRISTI
WHEREAS, Texas A & M University - Corpus Christi ("I'AMUCC') and the City of
Corpus Christi ('City') am authorized by Chapter 791 of the Texas Government Code to
enter ir~to an Interlocal cooperation contract;
WHEREAS, He technical support contempla~:l by this agreement is of mutual Interest
and benefit to TAMUCC and City; It will further the in~nal and research obJecUves
of TAMUCC, In a manner consistent wffi~ Its status as an agency of the S*,~ of Texas;
and it will help the City accomplish its att),,,, water management objectives;
1. SCOPE OF WORK. TAMUCC agrees to use Its best efforts to execute the ~ of
Work. which is attached l~ this agreement as Attachment A.
2. PRINCIPAL INVESTIGATORS. The program will be supervised by Dr. Peter Kuntu-
Mensah, Ph.D., CP, Assistant Professor, Geographic I.;'urrnetlon Science, Depa~b,ent
of CompcdJr~g and Mathernafical Sciences. If, for any reaaon, Dr. Peter Kuntu--Menaah,
Ph.D., CP, is unable to continue to serve as Principal Investigator, and a successor
aoceptable to both TAMUCC and the City Is not available, this agreement shall be
terminated as provided in Paragraph 6.
3. PERIOD OF PERFORMANCE. The program shall be conducted from ~ execution
date of bhe contract through December, 2005.
4. PRJCE AND PAYMENT. As compensation for the performance of the agreement,
the City agrees to reimburse TAMUCC up to One Hundred Thousand Dollars
($100,000) for expenses authorized under this h~erlocal Agreement.
a. TAMUCC shall forward any pmposecl aubcontm~ providing for the
perfo,,,,ance of services under this agreement to the City prior to execution of the
subcontract. The City's failure to question a s~bcontmct nor Its ~ubsequent
withclrawal of any questions raised regarding a subco-~buct may In any way Imply
the City's approval of the sulx:ontract's purpose o~ metlxx] of procurement of the
subcontract. Further, the terms of this provision do not In any way restrict the
City's rights under ~ls agreement to s~bsecluently refuse mlmbumement for
expenses Incurred pumuant lo the subcontract. TAMUCC may require a bid
bond to protect the local and ~t~[~ interests by assudng fi'mt a bidder will, upon
acceptance, execute all required contTactual doc~rnents within the time period
specified.
Texa~ A&M Unh'ersity
2005-347 Page 1 of 9
07/26/0~
M2005-245 ' ~al WA'r E~ ~I'~'FEH PL~MI~ ' I:S'lL OCAL~e ' ~ AGRI~NT TAI~'~
b. Invoices for compensation shall be submitted to the following address:
City of Corpus Christi
Atth: Kevin Stowem
P.O. Box 9277
Corpus Chrtstl, TX., 78469-9277
5. DEUVERABLES. The deliverables required under this agreement am apeciffl~ In
the Scope of Work (Attachment A).
6. TERMINATION. Performance under this agreement may be terminated by the City
upon sixty days v.~'u~n notice. Performance may be termina~d by TAMUCC, If
circumstances beyond its coni~ui prect~cle continuation of the program. Upon
termination, TAMUCC will be reimbursed as specified in Paragraph 4 of ell costs and
non-cencelable commlb~,~l~ incurred in the performance of the program, that are
reimbursable under ~ Grant. However, reimbursement may not to exceed the total
estlma~cl cost specified In Paragraph 4.
7. INTELLECTUAL PROPERTY.
a. Royalties and Pu~,nt Fees. TAMUCC shall pay all license fees and royalties
and assume all co=i= incident to the use or possessk)n in the performance of the
Work or the incorporation in the work of any intellectual property.
b. Disclosure of Intellectual Property Produced dudng the Work. TAMUCC ;hal
promptly notify the City of all Intellectual prol3erty that TAMUCC or TAMUCC'a
employees, subcontmcmm, or subco.[~uctor's employees may produce, ea]'~er
solely or Jointly with others, during the course of the Work. In addition, TAMUCC
shall promptly nolffy the City of all intellectual property to which TAMUCC may
acquire rights In connec~on with the performance of rite work. Any ~
under this paragraph shall contain sufficient technical datall to convey a dear
understanding of the intellectual property, and shall identify any publication, sale,
public use, or impending pubiicatk)n. Promptly upon request, TAMUCC shall
supply additional information as ffm City may request.
c. Failure to Protect Intellectual Property. If TAMUCC falls to protect any
intellectual property rlghl~ In the In the Inteaeclz]al prot~erty produced In the
course of performing the work, the City shall have f~ll authority to protect,
assume and retain all intellectual property righ~ In any and all Intellectual
property.
d. Non-interference with li~ellectual Pmporty Rights of City. TAMUCC agrees
that TAMUCC, its agents, and Its employees shell not In any manner usa, sell,
distribute, disclose or otherwise communicate any porlion of i~-~;lectual property
owned by or licensed to the City or City, except in the course of perforrnlng the
work, unless TAMUCC has independent Intellectual pmparty rlgh~ to the
intellectual property.
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e. Gram of License. With respect to any intellactu~d pmflerty as Is (0
incorporated in the work (other than i~k~ctual property for which the City
already possesses equal or greater Intellectual property rights by v~rtue of this
agreement or otherwise) or (//) produced by TAMUCC or TAMUCC's employees,
subcontractors, or subcont~'a.'Y~_ _r's employs: during the course of performing
the work TAMUCC hereby gm~ta to the City (i) a nonexctuslve, perpetual,
irrevocable, enterprise-wide license to reproduce, publish, or otherwise use the
intellectual pro~3erty and associated use documentation, and (//) a nonex~uslve,
perpa~ual, Irrevocable, enterpriac'.-.'~de license to authorize ob'~em to reproduce,
publish, or o~erwfl~ use Intellectual pmparty for the Clty~ 's purposes.
f. Modification; Derivative Works. The City shall have the right, at their ow~
discretion, to independently modify any Intellec~el property to which IlceMe Is
granted for the City's ow~ purposes and use, through the services of Its own
empk>jees or independent contractors. The City shall own all Intellectual
property rights to the rnodificalJons. TAMUCC shell not Incorporate any
modifications into its intellectual property for distrlbutJon to third part]es unless It
first obtains a license from the City.
g. Compliance wffh Applicable Laws and Regulations. TAMUCC shall comply
with all laws and regulations relating to intellectual property.
h. Warranties Relating to I~ellectual Property Rights. TAMUCC repre~e~L~ and
warrar]l~ to the City that TAMUCC will not Infringe any Intellectual property right
of any third party. TAMUCC further represe~3t~ and warrants to ~ City that In
the course of performing the work it will not use or possess any Intellectual
property owned by a third party wttl~ut paying any required royalty or p,~,r~t
fees. TAMUCC warrants that it has full title in and ownership of the Intellectual
property and any enhancements, upda~s or other modifications, or that it has full
power and authority to grant ell licenses gra~;~cl in thIs agmc,-nent, and that the
license use by the City will in no way con~tute an infrirtgernent or other viola'don
of any Intellectual pmparty right of any third party. The TAMUCC wan-ants that It
shall have, throughout any applicable license term under this agreement, free
and dear fi'de to, or the rtght to possess, use sell, bansfer, asNgn, license, or
sub~lcense produc~ that are licensed or provided to the City by TAMUCC.
Except as permitted in this agreement and the Grant, TAMUCC shall not create
or permit the creation of any lien, encumbrance, or security Interest In the work or
any part thereof, or any product licensed or provided to the City for which title ha~
not yet passed to the City, without ~ prior written consent of the City. TAMUCC
represe.~ and warrants to the City that neither It nor any other company or
individual performing the work is under any obligation to assign or give to any
third party any intellectuel property rights granted or assigned to the City, or
reserved by the City, under this agreement and the Grant.
8. REL~ OF INFORMATION. TAMUCC shall acknowledge the City, the TAMUCC
inveaJgator, the nature of the program, and the dollar value of the agreement In
TAMUCC records and report. Any reports and other documents complal~:l as part of
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this agreement, other than docume~-~[~ prepared exclusively for I~-,~emal organizational
use by TAMUCC. shall carry the following notations on the front cover or title page:
~PREPARED IN COOPERATION WITH THE CITY OF CORPUS
CHRISTI"
9. TITLE TO EQUIPMENT. Sub)act to ltm obligations and conditions set forlh In this
agreement and the Grant, flue to all equipment acquired under this agreement shall
vest. upon acquisition or consbuctJon, in TAMUCC.
a. TAMUCC agrees to conduct physical property Inventories, to mal.i~Jn
property records and necessary control procedures, and to provide adequa~
maintenance with respect to all equipment acquired under this agmerrmnt
b. TAMUCC may develop and use Its own property management eystern which
must co.;urm with all applicable Sta~e and local laws, rules, and regulations. If
an adequate syetem for accounting for personal property o,,med by TAMUCC or
its subcch~-a~u~ is not in place or currently In use, rite S'u~e Property Accounting
Policy and Procedures Manual and Em S;-~u Property Accounting User's Manual
issued by the State of Texas Comptroller of Public Accounts shall be used aa
guides for establl~lng a sy~i~rn. The State Property Acc~Jntlng Policy and
Procedurse Manual can be downloaded from the Compbuller's Web site at:
mi. The State Property Accounting User's Manual can be o~,lned by contacting
the Docume,[uUon Section of Fiscal Management at (512) 938-6044 or via e-
mall at delorea.garcia.~cDa.~;ate.tx.u6.
c. Property records must be maintained that Include a description of the
property, a sedal number or other ide~n number, the source of property.
who holds title, the acquisition date, and the cost of the property, percentage of
federal partJcipatton In the cost of ~ property, the location, use and condition of
the property, and any ultimate dispoalflon data Including the date of disposal and
sale price of the property.
d. A physical inventory of all equipment acquired or replaced with funds provided
under this agreement having an Initial purchase price of One Thousand Doilam
($1,000) or mom, shall be conducted no less frequently bhan (mca eve~j two
years and the results of the Inventmles reconciled with the appropriate property
records. Property control procedures utilized by TAMUCC shall Include
adequa~ safeguards to prevent Ioa8, damage, o~ theft of the acquired property.
Any loss, damage or theft shall be investigated. TAMUCC agrees to develop and
carry out a program of property maintenance as necaaaary to keep ~ originally
acqulrad and any replaced property In good condition, and to utilize proper sales
procedures to ensure the highest possible return, In lhe event the equipment Is
sold.
Page 4 of 9
., . t~: ~ ~TOl~J WA I ER M/~I TB~ PLANIBJTERLOCJ~ ~ ~,,. n~_~l./G~rai~NT TAk[IC~,
e. Use of Equipment ,aucquired with Funds Provided Under this Agreement.
(1) Equlpmeet shell be used by TAMUCC or subcontractor In the program
or project for which it was acquired as long es needed, whe~er or not the
project or program continues to be supported by state funds. Wh~m no
longer needed for the original program or project, the equlpmeet may be
used in other activities currently or previously supported by e federal or
state agency.
(2) TAMUCC or subcontractor shall also make equlpmeet available for use
on other projects or programs currently or prevloualy supported by the
federal or state govemment, providing the use will no~ Intmfem with Ibe
Work on the projects o~ program for which it was originally acquired. First
preference for other use shall be given to other programs or projecls
supported by the awarding agency.
(3) When acquiring replacement equipment, TAMUCC or subcorfmactor
may use the equipment to be replaced as e trade-in or sell the property
and use the proceeds to oITset the cost of the replacement property,
subject to the approval of the awarding agency.
f. Disposition of Equipment Acquired wiU~ Funds Provided Under this
Agreement. When original or replacement equipment is no longer needed for the
original project or program or for other adMtlas currently or prevtoualy supported
by a federal or s[u~u~ agency, disposition of the equipment may be made se
follows:
(1) Equipmeet with e current par-unit fair market value of less than $1,000
may be retained, sold, or otherwise disposed of with no furlber oldlgation
to the City. Methods used to dstmmlne par unit fair market value must be
documented, kept on file and made available to the City upon request.
(2) Equipment with a current per-unit fair market value of $1,0(X) or mom
must be disposed of as follows:
(A) Prior to the termination da~ of this Agreement, TAMUCC and
subco[,~at~,m must notify the City. City may require TAMUCC or
subconba~ur to b,,nsfer title and posseesloe to the equlpmeet to
the City or a third party named by the City or may alternatively
authorize disposition by sale. b'ansfer or In anolber manner.
(B) If, within six years of the initiation date of the Agreement,
equipment is sold or tmn=[urred, TAMUCC must remit to Clty a
shem of the proceeds from the sale, provkled the fair market, per-
unit value of the proper~ at the time of the sale is In excess of one
thousand dollars ($1,000). The City's sham of the sale proceeds
shall be the same parcenLage as was the funding provtded under
this Agreement that enabled the original purchase In question.
Page 5of9
10. NOTICES. Ail notices to parties under this Agreement shall be In writing and esot
to the names and address stated below. Either party to the Agreerneet may change the
name and address by no'dca to the other In accordance herewith, and any change shall
TAMUCC
Texas A & M University - Corpus Christi
6300 Oc~n Drive, CBI 105
Corpus Christi, TX., 78412
Attn: Dr. Peter Kuntu-Mensah, Ph.D., CP
Telephone: (361) 825-3419
Fax: (361) 825-5848
CITY
City of Corpus C~d~
Atth: Kevin Stowers
P.O. Box 9277
Corpus Christi, TX, 78469
Telephone: (361) 8/~-3519
Fax: (361) 880-3501
11. EXPORT ADMINISTRATION.
a. It Is und~ that TAMUCC is subject to United States laws and regulations
cot, bulling rite export of technical d,iu, computer software, lalx;,~'u.,ry prototypes
and other commodities, and that Its obllgattons under this agreement am
contingent upon compliance with applicable United S~-tee export laws and
ragulatioes. Furlhermom, it is understo(~ that the transfer of certain technlcel
data and commodities may require a license from one or mom agenc/es of the
United States Government
b. Both TAMUCC and City hereby agree and warrant that the program and
development contempla/,~l under this agreement, and any exchange of technical
data, computer software or other c~mmodlUes resulting flora this a,~uement,
shell be conducted in full compliance with the export contr~ laws of Ihs United
States,
12. LIABIMTY. It is understzxxi that City shell not be liable for any ctalma
TAMUCC, ~ errlpk~, or third ~, other than City's employees, for damage
resulting from or arising out of the actMtles of TAMUCC personnel under this
Agreement, and TAMUCC agrees, to the extent permitted by Section 49, Article III of the
Con~lJb. xtion of the State of Texas, to hold City harmless from any and all claims. It is
also undei-~od that TAMUCC shall not be hak:l liable for any claims agak'mt City's
employees, of damage resulting from or arising out of activities of the City, Its
employees, or third persons, other than TAMUCC empioyees, and City agrees, to the
Page 6 of 9
extent permitted by Section 49, ArlJde III of ~ ConsflbJflon of the State of Texas, to
hold TAMUCC harmless from any and all claims.
13. INDEPENDENT CONTRACTOR. For the purposes of the agreement and all
services to be provided under this agreement, the parlies shall be, and shall be deemed
to be, independent contractors and not agar, is or employees of rite other party. Neither
party shall have autta3rity to make any statements, representations or commitments of
any kind. or to take any ac'do~ which shall be binding on tJ~e u~,er party, excei~ as may
be explicitly provided for In this agreement or authortzed in va'lUng.
I~AMENDMENT~AUTHORIZED.
a. The representatives who were a~ to a~gn this agreement am
auU'~ortzed to execute minor amendma.b! fo this agreernenL such as c~angea In
deaclllnes and minor changes in the scope of work.
b. Any amandrnents to this agree~nent resulting from amandmants to ~e Grant
that increase the aco~0e of work under this agreement due to City's award of
addr~onal funding to the City as a result of the Scope of Work prepam¢l by
TAMUCC under this agreement must be authorized by l~e City Counc~ and the
funds appropria~:l before an amendment to this agreement ts executed.
c. A~y amendments to this agreement inomasing or decreasing the amount ~
City la obligated to pay TAMUCC by mom than $25,000 must be authorized by
the City Council before an amendment to this agreement is executed.
15. SEVERABIUTY. If any of the provisions of the agreement In the application
thereof to any person or circumstance, ia rendered or declared Illegal for any reascm, or
shall be invalid or unenforceable, the remainder of the agreement and the application of
the provision to other persons or circumstances shall not be affeci~sd thereby, but shall
be e,~;orced to the greatest extent by applicable law. The City and TAMUCC agree that
this agmemant shall be re~of.~l to replace the stricken provision or part thereo~ with a
valid and e.l'urceab~e provision that comes as dose as possible to expr~lng the
~ntentlon of the stricken provision.
Page 7 of 9
16. DISPUTE RESOLUTION PROCESS.
a. To the extent applicable, the dispute res~utlon procedures provkJed In
Chapter 2260 of the Texas Govornment Code w~l be used to resolve cone'act
claims under this contract.
b. ff the Chapter 2260 procedures am utilized both par'des agree fi'tat the City
may intervene in the proceedings as an interested party.
c. The Director of Purcheslng, TAMUCC, is designated as ~ officer deslgna~:l
under §2260.052, Texas Government Code, to examine claims and
counterclaims, negotiate, and msoNe any claims on behalf of TAMUCC.
17. VENUE. TAMUCC act~'mwtedges end agrees that because fids agreement has
been executed, and will be administomd in Nueces County, Texas, rite agreement la to
be performed in Nueces County. TAMUCC acknowledges and agme~ that any
permlesible cause of action invoMng this agreement will arise solely In Nueces County.
If a legal action related to this claim is permissible end them are two (2) or mom
counties of proper venue under the rules of mandatory, general, or permissive venue,
and one of the counties is Nueces County, TAMUCC agrees to venue In Nuecea
County. This provision does not waive the City's sovereign Immunity.
18. MISCELLANEOUS. This agreement coflstltutea the entire agreement between ~
parties relative to the subject matter, and may only be modified or amended by a written
a~reement signed by both parties. It shall be construed In accordance wfltt the laws of
the Stat~ of Texas.
19. AUTHORIZATION OF GOVERNING BODIES. The Individuals ex~ this
agreement certify that this Interlocal agreement has been authorized by ~ Governing
Body for their, as requ~cl by Section 791, Texes Government Code.
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IN WTTNE~S WHEREOF, b~e par'des have caused this agreement to be e)mcuted by
their authorized mpresen~;~ve.
CITY OF CORPUS CHRISTI TEXAS A & M UNIVERSITY -
Aaslstant City Manager ,
Geographic I,~furmatlon Science,
Depament of Computing and
RECOMMENDED MathematJcal Sciences
A~M R. Eaco~rmr, P.E. Date' 6300 Ocean Drive, S~ .
D~rec~r of Englneedng Sevices Corpu~ Chriatl, TX 78412
Office (361) 825-3419
Fax (381) 825-5848
^rmando Ch.pa, C /Sentry
APPROVED AS TO FORM
Page 9of 9
A'I-I'ACHMENT A
SCOPE OF/
City of Coq3u~ Christi - ~mn~ ~ Maet~' I~m~ Pm~ect
1 ) The Intsrlocal Agn~m~mt between the City and TAMUCC.
2) The Scope of Work, as defined by.is Attn,c~ment A.
TAMUCC and it aubc~a~u~s shall develop and deriver a Dlgllal Elevation C~[ubaee
('database') c~nsist~g of x, y, & z mare coordinate poh~, for a Geographic Reglcm
depicl~d on tfle map altached as Altach~ B, a~l general~ descrbed as al~ma~
23 square mis common area Iocatsd In lhe City of Corpus Christi, County of Nuecee,
State of Texas, commonly known as the City of Corpus Christi - Storm Water Master Plan
Pro'~.:t.
n. Pm-Flight DelE.;, '-Iaa
Prior to daL~ collection, TAMUCC will submit a map atmwtng lhe atudy area
boundaries and planned flight palh, at a medium s~-~e (1:50,000) or small scale
(1 '100,0o0). Map shall id~,;;ry which GPS ground control po{als am used as base
stations cm particular flight paths and areas.
Following tile schedule detailed in Section 4 of l~l~ At~:lvnent A, TAMUCC must
submit bhe foaowlng whlcfl oomprise the d~i~e:
(1) A 'First Retum' Da~,base gddded at Oft eastlng and no~Ing postings of
the orlbomet~ elevations derived using TAMUCC'a pmp~ processing
and referenced to Texas 8'~'m Ptane Ccx)rdlna~s, NAD83 (Norlb American
Datum - 1983).
(2) A 'Multiple Retum' Database gridded at 6ft easflng and norlhlng poa~r~a
of the orthorne~'ic elevation for all returns derived using pn~ry
processing and referenced tz) Texas Slate Ptane Coordinates, NAD83
(North American Datum - 1983). Where mom than one return Is received,
po~ls shall be nurnbemd 1,2, 3, and 4 Indlcat~g sequence ~ re~um.
[ATI'AC~IMENT
I:~i. 1 of 3 [
(3) A 'Bare Earb¥ Database grldded at Oft emtlng and rx)rthlng Fx)stings of
derived using TAMUCC'a proprietary processing and ~,~nced to Texas
State Plane Coordinates, NAD83 (North American Datum - 1983).
3. I)ell-v~y Format
Coordinates: Doul~e Predsion
Digital Media: IDE Hard Drive
Digital Med~a Format: Binary compmseed ASCII, zip compmaa~on
b. The daLabase must be in a format directly ~ by ~ 3D ~
extension for deliverables ArrJnfo TIN fie In export format zip compmeaed for
deliverable.
c. Transm#taJa must include lisl~g of all filenames and apt31icabie project ama per
Attachment 'B' (Mae)
Number of Copies:
Paper
2 copies of all deliverables
a. Field da[a acqulmtion will begin as soon as practical after the atgn/ng of this
Interlocal Agreement and the approval to proceed ~ the Work (whichever occum
the control of the TAMUCC.
b. First Retum Database shell be delivered no later ~an 45 days fi3tiowing
collection of all d~;-.
c. Multiple Retum Databaae shall be deilvemcl no later than 60 days following
c~h~:lJon o~ ~11 da[a.
d. Barn Earbh Dalabase shall be delivered no later than 60 days fallowing collection
o~ all da;,,.
IA"I"rACHMENT "A"
I:~1~ 2 of 3 I
5. Technical 8._ ;clllr,..atlon~ and Qu~ity Co,,~,.,i
The LIDAR cla~a shall be acclu~:l meeting ~ following spedflcatk)m:
a. The ground surface 'First Re~um' Da;dbase shall have vertical accuracy no
greater than 15 cm root mean square e~or (RMSE). using b4e Natlomd Slatlstl~
Spacial Data A,_-~racy (NSSDA) definition where RMSE is the square root o[ lfle
irxiepende~t source of higher accuracy and Ilneady Interl:x~ted elevations In the
D.;-base for Identical points. Accuracy standards only apply to open areas with no
ver~cal c~eucax= where data is c~smd o~ h. rd, ~ =urfacee.
b. Quality Corffroi/QualJty Assurance (QC/QA) c~ the LIDAR-dedved cl~,,
demonstrating that tim technical spedflcatk:~m are rneL ia prlmar~y the
responsibility of TAMUCC. The City or its designee may perkxm addlacx~
each database to accept or mjcct TAMUCC's work.
The City will pay TAMUCC for providing for the services In Section 1-5 above.
The fees for these Services will not exceed $100,000 and will be full and total
compensation for all services outlined in Section 1-5 above, and for all expenses
incurred in performing these services. For services provided In SecUon 1-5,
TAMUCC will submit rnc,,[hly statern~,;~ for services rendered. The rnor~
statement will be submitted by the 5~ of the mo.U, and based upon TAMUCC's
estimate (and City Concurrence) of bhe pmpod]on of b4e ~o~1 services actualy
completed at the time of billing. City will make prompt mc, dJ,ly payments In
response to TAMUCC's monthly stateme~,~.
I A'I'rACHMENT =A"
Psgo 3 of 3
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CITY
GULF OF
MEXICO
A,'I'~'AC]~M~qT B