Loading...
HomeMy WebLinkAboutC2006-490 - 10/31/2006 - Approved MEMORANDUM OF AGREEMENT BETWEEN THE CORPUS CHRISTI-NIJECES COUNTY PUBLIC HEALTH DISTRICT AND TEXAS A & M UNIVERSITY - CORPUS CHRISTI rhis memorandum or agreement ("Agreement ") is made by and between the Corpus Christi- Vuece,\ Countv Public Health Districl ("District ") and Texas A & M University-Corpus Christi, i componenl of the 7 l'xas A &\1 UniversilV Svstem, an agency of the State of Texas ., Unil ersity ..) '\ PI :RPOSf !'o provide physical facilities for a model or activated point of dispensing site and intellectual lonsultation to support personnel who are training to provide or are providing emergency public health ~ervices by dispensing medication to designated populations affected by a disaster or publtc health emergenc) f' ,) rFRM l'his Agreement commences on the date the last signature is added to this Agreement and termmates on the fifth anniversary of the execution of this Agreement. This Agreement will remam in full force and t~ffect for the term of this Agreement unless properly terminated by either party under the tenninatlon provisions of this Agreement. DEFINITIONS Intellectual Consultation, for the purposes of this Agreement, means that the University agrees Ie) prOVide intellectual and profeSSIOnal services to the Model and activated POD Site personnel to ensure effective management pnncipals are applied to POD Site operations and an efficient \ ,versight of the educative process for volunteers is mamtained. .. Model" Point of Dispensing ("Model POD") Site, for the purposes of this Agreement, means a j acility which by 11S desib'1l is able to provide space for the disposition of equipment which can be utilized to dispense medIcation to designated populations affected by a disaster or Public Health Lmergency, The designation of "'\1oder' indicates that this POD Site will constitute a "work in progress," unless activated as an operational POD Site under this Agreement, by serving as a research platform in the development of a standardized methodology for a successful POD Site deployment WhlCh can be replicated at other POD Site locations. Point of Dispensing ("POD") Site, for the purposes of this Agreement, means a facility which hy its design is able to provide space for the disposition of equipment which can be utilized to dispense medication to designated populations affected by a disaster or Public Health Emergency upon activation as an operational dispensing site during a declared Public Health Emergency. Public Health Emergency, for the purposes of this Agreement, means an occurrence or condition which results ill an actual or imminent threat of harm to public health and safety due to hloterTorism or terrorism events, outbreaks or release of dangerously contagious or infectious dlsease. natural occurrences, infectious agents, chemical agents, or other situations that possess ~Llbstantlal probahility of death, long-term disability, or future harm in the affected population. 2006-490 10/31/06 1\12006-344 T \VH ('( >, 1\UTICE T() USE PREMISES lhe DIstrict wtll provioe the designated University liaison with at least five (5) days advance Nritten notice of its liltent to acti'ate the Model POD Site for non-emergency utilization pursuant () thiS \greemen rhe DIstrict will. to the extent feasible, provide the designated University liaison with an advance \vritten notice ot its intent to ac'ivate the POD Site for emergency operations pursuant to this \grcement, rhe District wtll provHJe specialized equipment and supplies to further the operation of the 'v1odel POD Site or acti\ ated POD Site pursuant to this Agreement. Prior tp the District occupying the Model POD Site or activated POD Site, representatives of both parties will inspect the premises and will note the present condition of the premises on an : nspect Ion fonn t.. DUTIES AND RESPONSIBILITIES i'he University agrees hat it \\ill provide closet space to store supplies needed to be pre- positioned before any nun-emergency education activities and before a declared Public Health I'.mergcncy, j'he lniversity agreec- that, after meeting its responsibilities to students/faculty/staff members/clients. it will permit. to the extent of its ability and upon advance written request of the Distric1. services, assistance. and building space for use as a Model POD Site during non- \'mergt:ncy educative activities deSIgned to enhance the knowledge of selected POD Site \ olunteers. Such services and assistance may include POD Site operational planning seminars ;md other training, including POD Site related activities, Building space may include classrooms ;;nd conference facilities i he lniverslty agree'. that, after meeting its responsibilities to students/faculty/staff members/clients, It will pennit, to the extent of its ability and upon request of the District, c-ervlces, assistance, and building space for use as a POD Site during a declared Public Health Lmergency. Such services and assistance may include receiving medical supplies and personnel needed to prepare, dispense blOmedical immunizations, and provide counseling services. Building space may include use 0 f the field houses, parking lots, health clinic, counseling center, and an area to serve as an isolation site. In the uperatlOn of the r--lodel POD Site, or in the event of activation of the POD Site during a declared Public Health Emergency, the District may use certain tables, chairs, telephones, computers, A V equipment, copy machines, refngeration units, and restrooms as requested and approved by the Univer..;ity. The District will reimburse the University for any long distance t decommunication charges incurred by the District pursuant to this Agreement. The District will coordinate computer access through the University's Director of Media and Computer Services. The District shall provide any additional furniture, medications, supplies, and equipment needed bv the I )istrict to operate the POD Site. either as a Model or as a fully operational POD Site. No modifications or changes will be made to the Model POD Site or activated POD Site without the prior written approval of the University. The District may seek the assistance of specific Jniversity staff. to further the performance and meet the purposes of this Agreement, as are lvatlahle and approved hy the Unlversltv ('he District agrees that ,\ shall exerCise reasonable care in the conduct of its activities and further 19rees to repair. replace, or reimburse the University, as pennitted under this Agreement, for Jamage to property cau'ied by the District or its agents in the conduct of its activities under this \greement. rhe I ;niverslty agree~ that after meeting its responsibilities to students/faculty/staff members/clients. it WIll permit certain University staff members to advise and provide Intellectual Consultation for certain activities to enhance the management principals for POD Site ')peratlOns and the educative programs associated with the training and retention of selected POD "lite volunteers Such i Jniversity stan may include nursing faculty and students; psychology faculty counseling faculty; ROTC' faculty,; faculty, staff, and students; and safety, security, and phYSIcal plant personnel University staff who provide these services will do so on a voluntary hasis. within the course ;:nd scope of theIr employment. he Lmversity agrees that, after it has met the medical needs of its students/faculty/staff members/clients, it shall allow the POD site, when operating under declared Public Health Emergency conditions, t,) be designated as a primary POD Site for First Responders, emergency . ,ffic 13 ls. and other populations as needed. RESTORATION OF THE PREMISES rhe District shall remove all hazardous medical wastes generated from the POD Site and restore the POD Site to the same condition that existed inunediately before the District's use. Prior tp vacating the premises, representatives of both parties will inspect the POD Site to note any I.:hange in conditions of the prelllises and notate any such changes on an inspection form, '\iomlai wear and tear is ,he responsibility of the University. (f. (]\DEMNIFICATH IN To the extent allowed by Texas law, the District will assume medical liability for providing clinical services under a Public Health Emergency declared by the Nueces County Judge, the Public Health Authority of .Vueces County, the Mayor of the City of Corpus Christi, the Public Health Authority of the City of Corpus Christi, the Governor of this state, or any other individual authorized by law to declare a local disaster or Public Health Emergency. The District agrees to indemnify and hold the University, to the extent permitted by law without creating a sinking fund, its board members, employees, agents and volunteers harmless from all losses, suits, claims, liabilities, injuries. damages and expenses, including attorney's fees, claims or injury, death, and property damage or loss due to the sole negligence or the comparable fault of the District, its agents and employees which arise out of the District's use of the premises. This agreement to indemnifY shall not apply to any comparable negligence of the University, its agents and employees, causing any workers' compensation claims or losses, suits, claims, liabilities, injuries, damages, and expenses, including attorney's fees, claims of injury, death, or property damage. 't FEES Both parties agree that lhis is a service agreement only. There is no monetary value attached to ! his Agreement. Each party, to the extent that either may be responsible for the payment of any 'unds Lmder tills Agreement, ma;.: only pay such expense as has been approved for expenditure ,md sutftciently appropnated out <)f current revenues then available to the party. I ERMINATlON AND AMENDMENTS t~ither party may terminate this L\greement with sixty (60) days advance written notice to the "ther party. This document represents the entire agreement between the parties. Any amendments. changes, ,\r modifications to this Agreement must be in writing and signed by persons authorized to sign agreements ,m behalf of each party. N( )TICE AND CORRESPONDENCE \11 not Ices and correspondence must be in writing and addressed as follows: 1'0 The District: Dlrector Cnrpus Christi-Nueces County Public Health District 1 ""02 Home Road Corpus Christi, Texas 78416 10 The University: President/CEO Flavius C. Killebrew Texas A & M University - Corpus Christi 6300 Ocean Drive Corpus Christi, Texas 78412 .\11 notices provided for or pennitted under this Agreement by either party must be delivered by one of the following methods: (i) by personal delivery; (ii) by deposit with the United States Postal Service as certified mail, return receipt requested, postage prepaid; (iii) by prepaid telegram; (iv) by deposit with an overnight express delivery .,ervlCl\ for which sen Ice has heen prepaid; or (v) by fax transmission. Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit. Notice by telegram or \lvernight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax transmission will be deemed effective upon transmission with proof of delivery. Either party may change the address to which notice is sent by using a method set out Ibove. Notice of change of address must be submitted within ten (10) days after the Iddre:-.s is changed ....... ~. ~TIRF AGREEMENT ['his document constitutes the sole and entire agreement between the University and the District. I'his document supersedes all ural or written previous and contemporary understandings or .tgreements relating to matters contained herein. GOVERNING LA \\1 rhis Agreement IS to be construed under and in accordance with the laws of the State of Texas, and IS performable in Nueces County. 'Texas; however, by statute, mandatory venue for all legal proceedings against the UniversIty is to be in the county in which the principal office of the governmg officer is located. At executlOn of this Agreement, such county is Nueces County, !exas. \1. SEVERABILITY I f an y part of this Agreement sha 11 be held illegal, unenforceable, or in conflict with any law, the 'alidity ofthe remaining portions shall not be affected hereby. ~. ASSIGNMENT rhis Agreement lS not assignable Without express written agreement of the University and the Distnci , ) INDEPENDENT CONTRACTOR rhis IS not a brokerage agreement or an agreement of joint venture, partnership, or employment. In the performance of thIS Agreement. both parties shall act as independent contractors. Neither party "hall order any merchandise or equipment, incur any indebtedness, enter into any undertaking, or make an'. commitment on the other party's name or purporting to be on the other party's behalf except as expressly authorized by the terms of this Agreement or by a separate written agreement with 1 he other party p F( IRCE MAJEURf "leither party is responsible to the other for losses resulting from the failure to perform any terms 'ir proVlsions of this Agreement, except for payments of monies owed, if the party's failure to perfornl is attributable to acts of war, not, strike, civil disorder, or other work stoppage, flood, ;jcts uf God, or any other act not within the control of the party whose performance is interfered With. and which, by reas,mable diligence, such party is unable to prevent. ( I DISPUTE RESOLl iTION PROCESS ( I ) To the extent Chapter 2260, Government Code, as it may be amended from time to time ("Chapter 2260") is applicable to this Agreement and is not preempted by other applicable law. the dispute resolution process provided for in Chapter 2260 shall be used, as further described herein, by the University and District in attempts to resolve any clallll for breach of contract made by District. A District s cl31m for breach of this ,\greement that the parties cannot resolve pursuan: to other provisions of this Agreement or in the ordinary course of busines> shall be submitted to the negotiation process provided in subchapter B ,,1' Chapter 2260 To lnitiate the process, District must submit written notice, as required by subchapter B of Chapter 2260, to the University in accordance with the nothe provisions in this Agreement. District's notice shall specifically state ,hat the provisions of :mbchapter B of Chapter 2260 are being invoked, the date and nature of the event giving rise to the claim, the specific contract provision that the University allegedly breached, the amount of damages District seeks, and I he met hod useJ to calculate the damages. Compliance by District with subchapter B of Chapter 2260 is a required prerequisite to District's filing of a contested case proceeding under subchapter C of Chapter 2260. The President of the t;ni\ ersity or such other officer of the University as may be designated from tnne to ime by the University by written notice thereof to District in accordance WIth tht notice provlslOns in this Agreement, shall examine District's claim and any counterclaim and negotiate with District in an effort to resolve such claims. R I the parties are unable to resolve their disputes under subparagraph A of this section. the contested case process provided in subchapter C of Chapter 2260 may be pursued hy the District for seeking a remedy for any and all of District's claims for breach of this Agreement by the University. C Compliance with the contested case process provided in subchapter C of Chapter 2260. it pursued by the District, is a required prerequisite to seeking consent to sue trom the Legislative under Chapter 107 of the Civil Practices and Remedies (ode. The parties specifically agree (i) neither the execution of this Agreement by the l. niversit) nor any other conduct. action or inaction of any representative of the University relating to this Agreement constitutes or is intended to constitUle a waiver of the University's or the State of Texas' sovereign immunity to suit. dnd (ii) :he Lniversity has not waived its right to seek redress in the c<'uns. (:2 The submission, processing and resolution of District's claim is governed by the published rule" adopted by the Texas Attorney General pursuant to Chapter 2260, as currently effecilve. hereafter enacted or subsequently amended. d Neither the oc~urrence of an event giving rise to a breach of contract claim nor the pendency of a daim constitutes grounds for the suspension of performance by District, in whole or in part. The University and District agree that any periods set forth in this Agreement for notice and cure of defaults are not waived. (4) The deSIgnated individual responsible on behalf of the University for examining any claim PI' counterclaim and conducting any negotiations related thereto, as required under Section 2260.05.:' of Chapter 2260, shall be the Director of Purchasing of Texas A&M UniverSIty-Corpus Christi. R.. ClJNFIDENTIALITY OF AGREEMENT Illis Agreement and its ..:ontents constitute a tactical plan of action of a governmental entity for responding to an act of terrorism (lr related criminal activity and to a Public Health Emergency as defined under thIs Agreement. This Agreement and its contents are confidential under Chapter + 18 01 the Texas Government C )de This Agreement and its contents may also be confidential mderlther laws of the lnited States and the State of Texas. (EXECUTION PAGE FOLLOWS) rhis Agreement IS executed in tnplicate on the _~ day of \"__' ~/ v -.( k"t)~ ! ,2006. For the University: ~- -/" ,- .--- - !,,- nt FlaviusC Klilebre" .. c; -2., r-~I.o --- ~'{k , Date '\ppr9v~as to f(mn: ! ; '/,7-0;t: Date --4'l-~ \ -, i.::t.~. t:'--______ \ttollIey fOf Texas A & M- - Comus Christi For the District: City of Corpus Christi: ('~- AT":'::--m '''MANDO cHAPA Cl,Y SE:~ETARY - -.Jl~- ~ 77~ fT\~- 14 ~~_fhM- Cit-J ~NbC'- '\fame and Title ~=~ 11..3-u Co Date II !3/{Y(' j)ate / For tpe-District: c~~~~~.~eces: ( ,i ,','" ",I ,-Y ~am~~~ .M ?..DfiD ...1fi..'i.... AU I hVi'... SY CGU""l _._..1.I2#4-DlL- -.-~ECtf~~ _~.- \.~ - c 4') Date \pproved as to form ~ ~-' .",/ (J...,,',_ ~ / " ",'~: ~'~',( I._ . . r I i L, " . . ... v ,aur;6~a-Ji~inez' ,.' County Attorney I (-I {-O~ Date