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:
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For the District:
City of Corpus Christi:
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\pproved as to form
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