HomeMy WebLinkAboutC2006-483 - 10/31/2006 - Approved
INTERLOCAL COOPERA liON AGREEMENT
BETWEEN
TEXAS A & M UNIVERSITY -- KINGSVILLE
AND
THE CITY OF CORPUS CHRISTI
INTERLOCAL COOPERATION AGREEMENT between TEXAS A & M UNIVERSITY _
KINGSVILLE ("TAMUK'l and THE CITY OF CORPUS CHRISTI ("City"),
WHEREAS, TAMUK and the City are authorized by Chapter 791 of the Texas
Government Code to enter into an interlocal cooperation contract;
WHEREAS, T AMUK has been a partner in the City's air quality planning activities for
the Coastal Bend Region through the City's Regional Air Quality Committee's Air
Quality Assessment and Planning Program:
WHEREAS, the City desires to continue its partnership with T AMUK in this effort;
WHEREAS, the Assessment and Planning Program includes identifying sources of
emissions, the development of pollution prevention strategies for reducing emissions,
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
("Rider 8") made funds available to the Texas Commission on Environmental Quality
("TCEQ") to conduct air quality planning activities in areas considered to be near non-
attainment:
WHEREAS, 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") to fund 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. The City conducts air quality
assessment and planning activities in the Coastal Bend Region;
WHEREAS, an element of the City's proposal for the Grant was T AMUK's proposed
"Corpus Christi Ozone Near Non-Attainment Area Assessment and Planning Study",
which study will be prepared by TAMUK, as a continuation of the City's Regional Air
Quality Committee's Air Quality Assessment and Planning Program;
WHEREAS, the Grant provides funding for the Air Quality Assessment and Planning
Programs and other types of air quality planning activities and projects that the City, in
cooDeration with its oartners, will complete by August 31, 2007 (and possibly later if the
2006-483 on authority received from the Texas Legislature to carry
10/31/06 Page 1 of 11
Res02703U
"I -\ \) U "
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
8)
WHEREAS, the technical support contemplated by this agreement is of mutual interest
and benefit to T AMUK and the City; it will further the instructional and research
objectives of T AMUK, 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
C'EPA") and TCEO.
NOW, THEREFORE, the parties hereto agree as follows:
1, GRANT SUBCONTRACT. 80th the City and T AMUK acknowledge that this
agreement is a subcontract to the City's Grant from TCEQ (TCEO 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 AMUK agrees to comply to all requirements imposed by TCEQ that are
applicable to subcontractors.
d T AMUK 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. TAMUK shall be responsible for the professional quality, technical accuracy,
timely completion and the coordination of all services and other work furnished
by T AMUK under this agreement. T AMUK must perform the work in conformity
with the standards and guidance documents provided by the TCEQ. The City
and TCEO may withhold reimbursement for costs of non-conforming work.
2. STATEMENT OF WORK. TAMUK agrees to use its best efforts to execute Section
II of the Work Plan document that describes down to the task level 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 for a
Corpus Christi Ozone Near Non-Attainment Area Research Study, which is attached to
this agreement as Attachment 8
TAMUf' 06-C7ontract doc
Page 2 of 11
3, PRINCIPAL INVESTIGATOR. The program will be supervised by Dr. Kuruvilla
John, Department of Environmental Engineering, TAMUK. If, for any reason, he is
unable to continue to serve as Principal Investigator, and a successor acceptable to
both T AMUK and the City is not available, this agreement shall be terminated as
provided In Paragraph '7
4, PERIOD OF PERFORMANCE. The program shall be conducted from September 1,
2006 as delineated in the Notice to Proceed executed by TCEQ through August 31,
2007.
5. PRICE AND PAYMENT. As compensation for the performance of the agreement,
the City agrees to reimburse T AMUK up to Four Hundred Twenty-five Thousand Dollars
($425,000) 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 T AMUK, if funding is not available from
TCEQ through the Grant
b All contractual expenditures reimbursed with funds provided under this
agreement shall meet all procurement laws and regulations applicable to TAMUK
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 OMS Circular A-1 02, as
adopted in the UGMS, precludes the use of the cost plus a percentage of cost
method of contracting.
c TAMUK 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. TAMUK
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 fol/owing address:
City of Corpus Chnsti
Attn: Kevin Stowers
PO. Box 9277
Corpus Christi. TK 78469-9277
TA,MUr 06.( lontract doc
Page 3 of 11
6, OELlVERABLES. The deliverables required under this agreement are specified in
the Work Plan, Attachment B
7. TERMINATION. Performance under this agreement may be terminated by the City
upon sixty days written notice. Performance may be terminated by T AMUK, if
cIrcumstances beyond ItS control preclude continuation of the program. Upon
termination, T AMUK will be reimbursed as specified in Paragraph 5 of all costs and
non-cancellable commitments incurred in the performance of the program, that are
reimbursable 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 AMUK 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. TAMUK shall
promptly notify the City and TCEQ of all intellectual property that T AMUK or
T AMUK's employees, subcontractors, or subcontractor's employees may
produce, either solely or Jointly with others, during the course of the Work. In
addition, TAMUK shall promptly notify the City and TCEQ of all intellectual
property to which T AMUK 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, T AMUK shall supply such additional information as the
City and TCEQ may request
C. Failure to Protect Intellectual Property. If TAMUK fails to protect any
Intellectual property rights in the intellectual property produced in the course of
performing the work, the City and TCEQ shall have full authority to protect,
assume and retain all intellectual property rights in any and all such intellectual
property.
d. Non-interference with Intellectual Property Rights of City and TCEQ. TAMUK
agrees that T AMUK, 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 T AMUK 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 (ii) produced by TAMUK or TAMUK's employees,
subcontractors, or subcontractor's employees during the course of performing
the work T AM UK hereby grants to the City and TCEQ (i) a nonexclusive,
Page 4 of 11
f.A.Mt.w 06.C7:ontract.do(
perpetual, Irrevocable, enterprise-wide license to reproduce, publish, or
otherwise use the intellectual property and associated use documentation, and
(ii) a nonexclusive, perpetual. Irrevocable, enterprise-wide license to authorize
others to reproduce, publish. or otherwise use such Intellectual Property for the
(::;ity's and TCEO 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 such modifications. T AMUK shall not
Incorporate any such 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 AMUK shall comply with
all laws and regulations relating to intellectual property.
h. Warranties Relating to Intellectual Property Rights. TAMUK represents and
warrants to the City and TCEO that T AMUK will not infringe any intellectual
property right of any third party. TAMUK 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 AMUK 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
herein, and that such 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 AMUK warrants that it shall have, throughout any applicable license
term hereunder, 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 T AMUK. Except as permitted in this agreement and the Grant,
T AMUK 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. TAMUK
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 TCEO. or reserved by the City and TCEQ, under this agreement and
the Grant
9. RELEASE OF INFORMATION. T AMUK shall acknowledge the City and TCEQ, the
T AMUK investigator, the nature of the program, and the dollar value of the agreement
in T AMUK records and reports. Any reports and other documents completed as part of
this agreement, other than documents prepared exclusively for internal organizational
use by T AMUK. shall carry the following notations on the front cover or title page:
rAM' w 06J.7 'ontract doc
Page 5 of 11
'PREPARED IN COOPERATION WITH THE TEXAS COMMISSION ON
ENVIRONMENT AL 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 TAMUK
a. TAMUK 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. T AM UK 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 T AMUK or its
subcontractor is not in place or currently in use, T AMUK 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.
T AMUK agrees to use these as guides for establishing a property Management
system
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 such inventories reconciled with the appropriate
property records. Property control procedures utilized by T AMUK shall include
adequate safeguards to prevent loss, damage, or theft of the acquired property.
Any loss, damage or theft shall be investigated. T AMUK 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 such
equipment is sold
e Use of Equipment Acquired with Funds Provided Under this Agreement.
(1) Equipment shall be used by T AMUK 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
longer needed for the original program or project, the equipment may be
used In other activities currently or previously supported by a federal or
state agency.
TAM(Jr: 06-(17. :ontractc1o(
Page 6 of 11
(2) T AMUK 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 such 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) When acquiring replacement equipment, TAMUK 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, TAMUK and
subgrantees must notify the TCEQ. TCEQ may require TAMUK or
subgrantee to transfer title and possession to such 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. TAMUK must remit to TCEQ a
share of the proceeds from such 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 A.greement that enabled the original purchase in question.
T AMJi-' 06-;7 :ontract.cJoc
Page 7 of 11
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
such name and address by notice to the other in accordance herewith, and any such
change shall take effect immediately upon receipt of such notice.
TAMUK
Texas A & M University - Kingsville
Attn Ms. Sandra L. Rexroat
Campus Box 201
Kingsville TX 78363
Telephone: (361) 593-3344
Fax: (361) 593-3409
CITY
City of Corpus Chnstl
Attn. Kevin Stowers
PO. Box 9277
Corpus Christi, TX 78469
Telephone (361) 880-3519
Fax (361) 880-3501
12. EXPORT ADMINISTRATION.
a. It is understood that T AMUK 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 hereunder 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 T AMUK and City hereby agree and warrant that the program and
development contemplated hereunder, and any exchange of technical data,
computer software or other commodities resulting therefrom, shall be conducted
in full compliance with the export control laws of the United States.
T AMIJI< 06-C7.ontract doc
Page 8 of 11
13. LIABILITY. IT IS UNDERSTOOD THAT CITY SHALL NOT BE LIABLE FOR ANY
CLAIMS AGAINST T AMUK, ITS EMPLOYEES, OR THIRD PERSONS, OTHER THAN
CITY'S EMPLOYEES, FOR DAMAGE RESULTING FROM OR ARISING OUT OF THE
ACTIVITIES OF TAMUK PERSONNEL UNDER THIS AGREEMENT, AND TAMUK
AGREES, TO THE EXTENT PERMITTED BY SECTION 49, ARTICLE ILL OF THE
CONSTITUTION OF THE STATE OF TEXAS, TO HOLD CITY HARMLESS FROM
ANY AND ALL SUCH CLAIMS. IT IS ALSO UNDERSTOOD THAT TAMUK 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 T AMUK EMPLOYEES, AND
CITY AGREES, TO THE EXTENT PERMITTED BY SECTION 49, ARTICLE ILL OF
THE CONSTITUTION OF THE STATE OF TEXAS, TO HOLD TAMUK HARMLESS
FROM ANY AND ALL SUCH CLAIMS.
14. INDEPENDENT CONTRACTOR. For the purposes of the agreement and all
services to be provided hereunder. 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 herein 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 T AMUK
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 T AMUK by $25,000 or more 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
shall be invalid or unenforceable, the remainder of the agreement and the application of
such 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 T AMUK agree
that this agreement shall be reformed to replace such 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
TAM jV 06-(. 7 ~ontractl1or
Page 9 of 11
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, TAMUK, is designated as the officer designated
under Sec 2260,052, Texas Government Code, to examine claims and
counterclaIms, negotiate. and resolve any claims on behalf of T AMUK.
18. VENUE. T AMUK acknowledges and agrees that because this agreement has
been executed, and will be administered in Nueces County, Texas, the agreement is to
be performed in Nueces County, T AMUK acknowledges and agrees that any
permissible 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 such county is Nueces County, T AMUK 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,
T AMl ) K 06-07 Contract doc
Page 10 of 11
TEXAS A & M UNIVERSITY. KINGSVILLE
By'. ~. /, ~~~
L'./~)<
Sandra L Rexroat.)
Director, Sponsored Research
Date: _(~/~,/tJP
CITY OF CORPUS CHRISTI
ATTEST
f'~.
\. \ i._
I
ArmandoChapa' ~...._-
City Secretary
APPROVED AS TO FORM:
This ~ !~day of.CCc4-~ .2006
~bO~iA,
Ga W.USmith
Assistant City Attorney
For City Attorney
r AMi!f< 06-07ontractdoc
Page 11 of 11
Oft<''11f't!~ t"
George K. Noe
City Manager
Date: I r /... '0'
By:
...~2--1 D3 D AUTHOIIZbi
~ ~Il I n/3/ JDb
f I
-- ~~~r:r~