Loading...
HomeMy WebLinkAboutC2006-337 - 8/22/2006 - Approved INTERLOCAL COOPERATION AGREEMENT BETWEEN TEXAS A & M UNIVERSITY -- CORPUS CHRISTI AND THE CITY OF CORPUS CHRISTI WHEREAS, Texas A & M University -- Corpus Christi ("TAMUCC") and the City of Corpus Christi ("City") are authorized by Chapter 791 of the Texas Government Code to enter into an interlocal cooperation contract WHEREAS, T AMUCC has been a partner in the City's air quality planning activities for the Coastal Bend Region through the TAMUCC's Pollution Prevention Partnership Program WHEREAS, the City desires to continue its partnership with T AMUCC in this effort; WHEREAS, the Pollution Prevention Partnership Program includes identifying business and activities for program delivery based on emission inventory information, the development of pollution prevention strategies for reducing emissions, educational outreach and other action plans for improving the Corpus Christi area air quality and maintain compliance with federal ozone standards WHEREAS, the 79th Texas Legislature at Article VI.8 of the General Appropriation Act ("RiGer 8") made funds available to the Texas Commission on Environmental Quality CTCEQ") to conduct air quality planning activities in areas considered to be near non- attainment WHlREAS, the CITY entered Into a State Funded Grant Agreement ("Grant"), Contract No. 582-6-70888 (Resolution No 026555, December 13, 2005) with the Texas Commission on Environmental Quality (''TCEQ'') for air quality planning activities in areas considered to be near non-attainment for the ozone standard under the Federal Clean Air Act Amendments of 1990, which activities may include without limitation identifying. inventorying, and monitoring of current pollution levels; modeling future pollution levels and the identification and quantification of potential pollution reduction through voluntary control. and which activities will be consistent with TCEQ monitoring, Inventory and modeling approaches and infrastructure. and conduct air quality planning activities In the Coastal Bend Region W"'REAS, an element of the City's proposal for the Grant was TAMUCC's proposed "Pollution Prevention Partnership and Educational Outreach Programs" as a continuation of the City's Regional Air Quality Committee's Pollution Prevention Partnership Program WHlREAS, the Grant provides funding for the Pollution Prevention Partnership Program and Educational Outreach Programs and other types of air quality planning activities and projects that the City. in cooperation with its partners, will complete by August 31.2007 (and possibly later if the Grant is extended based on authority received p co."""" 1 ."f 11 ^~~ .. , 2006-33 '7 08/22/06 Res026914 TAMI( << - from the Texas Legislature to carry forward near non-attainment contract related monies from the 2006-2007 biennium into the 2008-2009 biennium) detailed in a Work Plan approved by the TCEQ (Attachment B) and WHEREAS, the technical support contemplated by this agreement is of mutual interest and benefit to T AMUCC and City. it will further the instructional and research objectives of TAMUCC, in a manner consistent with its status as an agency of the State of Texas; and it will help the City accomplish objectives of its "03 Flex Intergovernmental Agreement" with the United States Environmental Protection Agency ("EPA") and TCEQ: NO'N, THEREFORE, the parties hereto agree as follows: 1. GRANT SUBCONTRACT. Both the City and TAMUCC acknowledge that this agreement is a subcontract to the City's Grant from TCEQ (TCEQ Contract Number 582-6-70888) and that the terms and conditions of the Grant control the administration and execution of this contract a The Grant is incorporated into this agreement and is enclosed as Attachment A b In the event any provision of this agreement conflicts with the terms of the Grant, the terms of the Grant control the administration and execution of this agreement c T AMUCC agrees to comply to all requirements imposed by TCEQ that are applicable to subcontractors. d T AMUCC agrees to conduct all of its activities in compliance with the terms of the Grant. and not to take any action that would cause or contribute to the City to defaulting upon the terms of the Grant e T AMUCC shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services and other work furnished by TAMUCC under this agreement. TAMUCC must perform the work in conformity with the standards and guidance documents provided by the TCEQ. The City and TCEQ may withhold reimbursement for costs of non-conforming work 2. STATEMENT OF WORK. TAMUCC agrees to use its best efforts to execute the Work Plan document that describes down to the task level (Task I) the projects in support of the State Implementation Plan (SIP) development process and other types of air quality planning activities and projects that the City, in cooperation with its partners, will complete by August 31, 2007, as described in the Rider 8 Funding Request Work Plan for a Corpus Christi Pollution Prevention Partnership and Educational Outreach Program which is attached to this agreement as Attachment B. ,:;)82 11 TAMUCC(R43205A1 doc ~""""'''''''''' 3. PRINCIPAL INVESTIGATORS. The program will be supervised by Ms. Gretchen Arnold and Dr. Jim Needham of the Department of University Outreach. If, for any reason either is unable to continue to serve as Principal Investigator, and a successor acceptable to both TAMUCC and the City is not available, this agreement shall be terminated as provided l'l Paragraph 7 4. PERIOD OF PERFORMANCE. The program shall be conducted from the execution date of the contract through August 31 2007 5. PRICE AND PAYMENT. As compensation for the performance of the agreement, the City agrees to reimburse T AMUCC up to Three Hundred Forty Five Thousand Doflars ($345000) for expenses authorized under the Grant. a This agreement is funded exclusively from funds made available to the City by the Grant. The City's obligation is limited by the provisions of the Grant. The City is not liable to make payment to TAMUCC, if funding is not available from TCEQ through the Grant. Payments may not exceed One Hundred Seventy Two Thousand Five Hundred Dollars ($172 500) from the execution of this Agreement to August 31 2006. b All contractual expenditures reimbursed with funds provided under this agreement shall meet all procurement laws and regulations applicable to T AMUCC and the UGMA and the UGMS. Note that competitive bidding will generally be required for contracts with entities other than local governments and state and federal agencies Note also that the Common Rule of OMB Circular A-102, as adopted in the UGMS precludes the use of the cost plus a percentage of cost method of contracting c. T AMUCC shall forward any proposed subagreement providing for the performance of services under this agreement to the City prior to execution of the subagreement. Neither the City's or TCEQ's failure to question a subagreement nor its subsequent withdrawal of any questions raised regarding a subagreement shall in any way imply the City or TCEQ's approval of the subagreement's purpose or method of procurement of the subagreement. Further, the terms of this provision do not in any way restrict the City's and TCEQ's rights under this agreement or the Grant to subsequently refuse reimbursement for expenses incurred pursuant to the subagreement TAMUCC may require a bid bond to protect the local and state interests by assuring that a bidder will, upon acceptance execute all required contractual documents within the time period specified d Invoices for compensation shall be submitted to the following address: City of Corpus Christi Attn: Kevin Stowers P.O Box 9277 Corpus Chnsti, TX. 78469-9277 r:'':lrlP 'J, (,f 11 J - - TAMUCC (R43205A1 doc ~--..-",- 6. DELlVERABLES. The deliverables required under this agreement are specified in the Work Plan (Attachment B I 7 . TERMINATION. Performance under this agreement may be terminated by the City upon sixty days written notice. Performance may be terminated by TAMUCC, if circumstances beyond its control preclude continuation of the program. Upon termination, TAMUCC will be reimbursed as specified in Paragraph 5 of all costs and non-cancelable commitments incurred in the performance of the program, that are rejmbursable under the Grant However, reimbursement may not to exceed the total estimated cost specified in Paragraph 5 8. INTELLECTUAL PROPERTY. a Royalties and Patent Fees T AMUCC shall pay all license fees and royalties and assume all costs incident to the use or possession in the performance of the Work or the Incorporation In the Work of any Intellectual Property. b Disclosure of Intellectual Property Produced during the Work. TAMUCC shall promptly notify the City and TCEQ of all intellectual property that TAMUCC or T AMUCC's employees subcontractors, or subcontractor's employees may produce, either solely or jointly with others, during the course of the Work. In addition, TAMUCC shall promptly notify the City and TCEQ of all intellectual property to which TAMUCC may acquire rights in connection with the performance of the work. Any notification under this paragraph shall contain sufficient technical detail to convey a clear understanding of the intellectual property, and shall identify any publication, sale, public use, or impending publication. Promptly upon request, TAMUCC shall supply additional information as the City and TCEQ may request. c Failure to Protect Intellectual Property. If TAMUCC fails to protect any Intellectual property rights in the in the intellectual property produced in the course of performing the work the City and TCEQ shall have full authority to protect assume ar'ld retain all Intellectual property rights in any and all intellectual property d Non-interference with Intellectual Property Rights of City and TCEQ. T AMUCC agrees that T AMUCC, its agents, and its employees shall not in any manner use, sell, distribute, disclose or otherwise communicate any portion of intellectual property owned by or licensed to the City or TCEQ, except in the course of performing the work, unless TAMUCC has independent intellectual property rights to the intellectual property e Grant of license. With respect to any intellectual property as is (I) incorporated in the work (other than intellectual property for which the City and TCEQ already possesses equal or greater intellectual property rights by virtue of this agreement or otherwise) or (if) produced by TAMUCC or TAMUCC's employees, subcontractors. or subcontractor's employees during the course of P'1CJP 4 (f 11 T AMUCC (R43205A 1 doc c~......- performing the work T AMUCC hereby grants to the City and TCEQ (I) a nonexclusive, perpetual, Irrevocable, enterprise-wide license to reproduce, publish, or otherwise use the Intellectual property and associated use documentation, and (if) a nonexclusive. perpetual, irrevocable, enterprise-wide license to authorize others to reproduce, publish, or otherwise use Intellectual Property for the City's and TCEQ's purposes. f Modification Derivative Works. The City and TCEQ shall have the right, at their own discretion, to independently modify any intellectual property to which license is granted for the City's and TCEQ's own purposes and use, through the services of Its own employees or independent contractors. The City and TCEQ shall own all intellectual property rights to the modifications. T AMUCC shall not Incorporate any modifications into its intellectual property for distribution to third parties unless It first obtains a license from the City and TCEQ. 9 Compliance with Applicable Laws and Regulations. T AMUCC shall comply with all laws and regulations relating to intellectual property. h Warranties Relating to Intellectual Property Rights. TAMUCC represents and warrants to the City and TCEQ that TAMUCC will not infringe any intellectual property right of any third party TAMUCC further represents and warrants to the City and TCEQ that in the course of performing the work it will not use or possess any intellectual property owned by a third party without paying any required royalty or patent fees T AMUCC warrants that it has full title in and ownership of the Intellectual property and any enhancements, updates or other modifications, or that it has full power and authority to grant all licenses granted in thiS agreement and that the license use by the City and TCEQ will in no way constitute an infringement or other violation of any intellectual property right of any third party The T AMUCC warrants that it shall have, throughout any applicable license term under thIs agreement. free and clear title to, or the right to possess, use sell. transfer. assign, license, or sublicense products that are licensed or provided to the City and TCEQ 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 and TCEQ for which title has not yet passed to the City and TCEQ, without the prior written consent of the City and TCEQ. TAMUCC represents and warrants to the City and TCEQ 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 intellectual property rights granted or assigned to the City and TCEQ or reserved by the City and TCEQ, under this agreement and the Grant 9. RELEASE OF INFORMATION. TAMUCC shall acknowledge the City and TCEQ, the TAMUCC Investigator, the nature of the program, and the dollar value of the agreement in TAMUCC records and reports. Any reports and other documents completed as part of this agreement, other than documents prepared exclusively for P::>:ln~ t; ,J 11 ..:::J - - TAMUCC (R43205A 1 I doc - internal organizational use by TAMUCC, shall carry the following notations on the front cover or title page "PREPARED IN COOPERATION WITH THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY AND THE CITY OF CORPUS CHRISTI" 10. TITLE TO EQUIPMENT. Subject to the obligations and conditions set forth in this agreement and the Grant, title to all equipment acquired under this agreement shall vest upon acquIsition or construction In TAMUCC a T AMUCC agrees to conduct physical property inventories, to maintain property records and necessary control procedures, and to provide adequate maintenance with respect to all equipment acquired under this agreement. b TAMUCC may develop and use its own property management system which must conform with all applicable State and local laws, rules, and regulations. If an adequate system for accounting for personal property owned by TAMUCC or Its subcontractor IS not in place or currently in use, TAMUCC shall contact the State of Texas Comptroller of Public Accounts and request the State Property Accounting User's GUide, (#96-418) and The State Property Class Code List. TAMUCC agrees to use these as guides for establishing a property management system c Property records must be maintained that include a description of the property, a serial number or other identification number, the source of property, who holds title, the acquisition date, and the cost of the property, percentage of federal participation in the cost of the property, the location, use and condition of the property and any ultimate disposition 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 Dollars ($1,000) or more, shall be conducted no less frequently than once every two years and the results of the inventories reconciled with the appropriate property records Property control procedures utilized by T AMUCC shall include adequate safeguards to prevent loss, damage, or theft of the acquired property. Any loss, damage or theft shall be investigated. T AMUCC agrees to develop and carry out a program of property maintenance as necessary to keep both originally acquired and any replaced property in good condition, and to utilize proper sales procedures to ensure the highest possible return. in the event the equipment is sold e Use of Equipment Acquired with Funds Provided Under this Agreement. (1) Equipment shall be used by T AMUCC or subgrantee in the program or project for which it was acquired as long as needed, whether or not the project or program continues to be supported by state funds. When no PqniO> P. ,-f 11 ";:J - - TAMUCC (R43205A1 ,doc ~,._.....='" longer needed for the onginal program or project, the equipment may be used In other activities currently or previously supported by a federal or state agency (2) TAMUCC or subgrantee shall also make equipment available for use on other projects or programs currently or previously supported by the federal or state government, providing the use will not interfere with the Work on the projects or program for which it was originally acquired. First preference for other use shall be given to other programs or projects supported by the awarding agency (3) VVhen acquIring replacement equipment, TAMUCC or subgrantee may use the equipment to be replaced as a trade-in or sell the property and use the proceeds to offset the cost of the replacement property, subject to the approval of the awarding agency f Disposition of Equipment Acquired with Funds Provided Under this Agreement When original or replacement equipment is no longer needed for the original project or program or for other activities currently or previously supported by a federal or state agency. disposition of the equipment may be made as follows 1) Equipment with a current per-unit fair market value of less than $1,000 may be retained. sold or otherwise disposed of with no further obligation to the TCEQ. Methods used to determine per unit fair market value must be documented, kept on file and made available to the TCEQ upon request. 2) Equipment WIth a current per-unit fair market value of $1,000 or more must be disposed of as follows (A) Prior to the termination date of this Agreement, T AMUCC and subgrantees must notify the TCEQ. TCEQ may require TAMUCC or subgrantee to transfer title and possession to the equipment to the TCEQ or a third party named by the TCEQ or may alternatively authorize disposition by sale. transfer or in another manner. (8) If within six years of the Initiation date of the Agreement, equipment IS sold or transferred, TAMUCC must remit to TCEQ a share of the proceeds from the sale, provided the fair market, per- unit value of the property at the time of the sale is in excess of one thousand dollars ($1,000) The TCEQ's share of the sale proceeds shall be the same percentage as was the funding provided under this Agreement that enabled the original purchase in question. 11. NOTICES. All notices to parties under this Agreement shall be in writing and sent to the names and address stated below Either party to the Agreement may change the "')('fCJ 7 "t11 '.:1- T AMUCC (R43205A 1 ,doc ~.,.,~-- name and address by notice to the other in accordance herewith, and any change shall take effect Immediately upon receipt of the notice TAMUCC Texas A & M University Corpus Christi 6300 Ocean Drive, NRC #2200 Corpus Christi, TX , 78412 Attn' Gretchen Arnold Telephone (361) 825-3070 Fax: (361) 825-2384 CITY City of Corpus Chnsti Attn: Kevin Stowers P,O, Box 9277 Corpus Christi, TX, 78469 Telephone (361) 880-3519 Fax: (361) 880-3501 12. EXPORT ADMINISTRATION. a It is understood that T AMUCC is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities, and that its obligations under this agreement are contingent upon compliance with applicable United States export laws and regulations, Furthermore, it is understood that the transfer of certain technical data and commodIties may require a license from one or more agencies of the United States Government b Both TAMUCC and City hereby agree and warrant that the program and development contemplated under this agreement, and any exchange of technical data, computer software or other commodities resulting from this agreement, shall be conducted in full compliance with the export control laws of the United States, 13. LIABILITY. It is understood that City shall not be liable for any claims against T AMUCC its employees or third persons, other than City's employees, for damage resulting from or arising out of the activities of T AMUCC personnel under this Agreement. and TAMUCC agrees, to the extent permitted by Section 49, Article "' of the Constitution of the State of Texas, to hold City harmless from any and all claims. It is also understood that TAMUCC shall not be held liable for any claims against City's employees, of damage resulting from or arising out of activities of the City, its employees, or third persons, other than TAMUCC employees, and City agrees, to the extent permitted by Section 49, Article III of the Constitution of the State of Texas, to hold TAMUCC harmless from any and all claims R~ i 11 TAMUCC (R43205A1 '. doc ....... 14. INDEPENDENT CONTRACTOR. For the purposes of the agreement and all services to be provided under this agreement the parties shall be, and shall be deemed to be, independent contractors and not agents or employees of the other party, Neither party shall have authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other party, except as may be explicitly provided for In this agreement or authorized in writing, 15. AMENDMENTS AUTHORIZED. a The representatives who were authorized to sign this agreement are authorized to execute minor amendments to this agreement, such as changes in deadlines and minor changes In the scope of work. b Any amendments to this agreement resulting from amendments to the Grant that Increase the scope of work under this agreement due to TCEQ's award of additional funding to the City as a result of the work plan prepared by TAMUCC under this agreement must be authorized by the City Council and the funds appropriated before an amendment to this agreement is executed. c Any amendments to this agreement Increasing or decreasing the amount the City IS obligated to pay TAMUCC by more than $25,000 must be authorized by the City Council before an amendment to this agreement is executed. 16. SEVERABILITY. If any of the provisions of the agreement in the application thereof to any person or circumstance, IS rendered or declared illegal for any reason, or shafl be invalid or unenforceable. the remainder of the agreement and the application of the provision to other persons or circumstances shall not be affected thereby, but shall be enforced to the greatest extent by applicable law. The City and TAMUCC agree that this agreement shall be reformed to replace the stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision 17. DISPUTE RESOLUTION PROCESS. a To the extent applicable the dispute resolution procedures provided in Chapter 2260 of the Texas Government Code will be used to resolve contract claims under this contract. b If the Chapter 2260 procedures are utilized both parties agree that the TCEQ may intervene in the proceedings as an Interested party. c The Director of Purchasing, T AMUCC IS designated as the officer designated under ~2260 052, Texas Government Code, to examine claims and counterclaims, negotiate, and resolve any claims on behalf of TAMUCC. 18. VENUE. TAMUCC acknowledges and agrees that because this agreement has beoo executed and will be administered in Nueces County, Texas, the agreement is to lrlPC)v11 fAMUCC (R43205A1 doc - ,- be performed in Nueces County T AMUCC acknowledges and agrees that any pennissible cause of action involving this agreement will arise solely in Nueces County. If a legal action related to this claim is permissible and there are two (2) or more counties of proper venue under the rules of mandatory, general, or permissive venue, and one of the counties IS Nueces County, T AMUCC agrees to venue in Nueces County This provision does not waive the City's sovereign immunity. 19. MISCELLANEOUS. This agreement constitutes the entire agreement between the parties relative to the subject matter, and may only be modified or amended by a written agreement signed by both parties It shall be construed in accordance with the laws of the State of Texas 20. AUTHORIZATION OF GOVERNING BODIES. The individuals executing this agreement certify that thiS interlocal agreement has been authorized by the Governing Body for their. as required by Section 791, Texas Government Code. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their authorized representative. Pqnp 1 n d 11 TAMUCC (R43205A1 Jdoc -.- TeXAS A & M UNIVERSITY -- CORPUS CHRISTI By: ~_. \1 ~ \A,'- vv\ \ ~.JJU.</ , Dr Harvey Knull, Ph. D Dean, Graduate Education Associate Vice President. Research & Scholarly ActivitIes .-.... Date: __6 i_IL~? 'C2____ Date: y/2_11\J~ CITY OF CORPUS CHRISTI ATTEST ~~ Armando Chapa .: City Secretary By L cJJg~ Noe City Manager APPROVED AS TO FORM: . - Jh J I ThiS I "J__day of _~-f:;;' t/~~ 2006 ./ " i ~ f ~ 0 ;<"<1 tL AUTII\JIU4JI -If COUfltrll _._.~j~..?J.()<.e ftL --.....-.....-...... ..............- 3[r.ar; AItV llf. R. JlJy Reining First Assistant City Attorney For City Attorney DClC1P 11 1 1 T AMUOC (R43205A 1) doc ~.-.-