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Home My WebLink AboutC2007-393 - 11/20/2007 - Approved{ , '.r 1 INTERLQAL ~~PERATI~N ~4REEMENT BETI~VEE~1 TEA A ~ UN~IIERITY -- ~RPU HRITI ANA THE CITY ~F CARPUS HRITI 1~VHEREA, Texas A & M University -- Carpus Christi ~"TAMUC"~ and the City of corpus Christi ~"City"} are authorized by Chapter ~9~ of the Texas Government Code to enter into sn interlacal cooperation contract; IHEREA, TAIUCC has been a parkner in the City's air quality planning activities for the Coastsl Bend Region through the TAMUCC's Pollution Prevention Partnership Program; IIVHEREA, the City desires to continue its partnership with TAf~JCC in this effort; 1HEREA, the Pollution prevention Partnership Program includes identifying business and activities far program delivery based on err~ission 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; 1NHERE~A, the ~Oth Texas Legislature at Arkicle 1II.S of the General Appropriation Act ~"Rider 8"} made funds available to the Texas Commission an Environmental Quality ~"TCEQ"} to conduct airquality planning activities in areas considered to be near non- attainment; IHEREA, the CITY entered into a state Funded Grant Agreement ~"Grant"}, Contract Na. ~8~-8-8820 with the Texas Commission on Environmental Quality ~"TCEQ"} for air quality planning activities in areas considered to be near non~attainment forthe ozone standard under the Federal Clean Air Act Ar~ndrnents of ~ 990, which activities may include without #irnitatian Identifying, ir~ventarying, and monitoring of current pollution levels; modeling future pollution levels and the identification and quantification of potential pallutian reduction through voluntary control, and which activities gill be consistent with TCEQ monitoring, inventory and modeling approaches and infrastructure, and conduct air quality planning activities in the Coastal Bend Region ~VHEREA, an element of the City's proposal far the Grant was TA~IUCC's proposed "Pollutian Prevention Partnership and Educational Outreach Programs" as a continuation of the City's Regional Air Quality Committee's pallutian Prevention Partnership Program; . IIVHEREA, the Grant provides funding forthe Pollution Prevention Partnership Program and Educations! Qutreach Programs and other types of air quality planning activities and projects that the City, in cooperation with its partners, will complete by August 3~, X009 hand possibly later if the Grant is extended based on authority received from the Texas legislature to carry forward near non~attainment contract related monies ~~~7-3~ Page 1 of ~ ~ 111~01~7 Res. ~~7504 TAM from the ~gg8-~gg9 biennium into the ~a1 g~~g11 biennium} detailed in UVork Plan approved by the TCE as Attachment ~ to TCE~ Contract Na. ~8~^8-8~2a copy available upon request; and I~H~REA, the technical support contemplated by this agreement i of mutual interest and benefit to TA~IUCC and City; it v~ill further the instructional and research objectives of TAIUIUCC, in a manner consistent Sri#h its status as an agency of the state of Texas; and it~vill help the City accomplish objectives of its "~ Flex Intergovernmental Agreement" Frith the United states Environmental Protection Agency ~"EPA}'} and TC FQ; NSW, TI~E~~F~RE, the parties hereto agree as follo~r~rs; ~, RAhlT UBClVTRACT. Bath the City and TAl1~UCC acknouuledge that this agreement i a subcontract to the City}s Grant from TCEC ~TCE~ Contract Number ~S~'8-8~~a~, and that the terms and conditions of the Grant control the administration and execution of th is contract. a. The TCE~ Grant Contract Na. ~-8-~2g is incorporated into this agreement by reference and is available upon request b. In the event any provision of this agreement conflicts uvith the terms of the Grant, the terms of the Grant control the administration and execution of this agreement. c. TA1I~UCC agrees to carnply to all requirements impaled by TCE~ that are applicable to subcontractors. d. TAIUCC agrees to conduct all of its activities in compliance v~ith the terms of the Grant, and not to take any action that uvould cause or contribute to the City to defaulting upon the terms of the Grant e. TAIIUCC shall be responsible forth professional quality, technical accuracy, timely carnpletion and the coordination of all services and other~rork furnished by TAIVIUCC under this agreement. TAl1~UCC must perform the ~rark in conformity vuith the st2~ndards and guidance documents provided by the TCE~. The City and TCEQ may u~rithhold reimbursement far costs of non-conforming ~rork. ~. TAT~~NT ~F'~RI~, TA~lUCC agrees to use its best efforts to execute the vVork Plan document that describes dovrn to the task level Task l}the projects in support of the state Implementation Plan SIP} development process and other types of air quality planning activities and projects thatthe City, in cooperation vuith its partners, v~rill complete by August ~, ~a0g, as described in the Rider 8 Funding Request Ul~ark Plan far a Corpus Christi Pollution Prevention Partnership and Educational Gutreach Program, Attachment B to TCEC~ Contract No~ 5~-~-82~g. Page ~ of 1~ TAI~U~C ~8-a9 Cor~tra~t . PRINCIPAL INI1ETiCAT~R* The program gill be supervised by ~Ils. 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 TAII~UCC and the City is not available, this agreement shall be terminated as provided in Paragraph 7. 4. PEPI~D ~F PERFDRN#ANE. The program shall be conducted from the execution date of the contract through August ~, ~aa9. ~. PPICE AND PA1~I~ENT. As compensation forthe perforr~ance of the agreement, the City agrees to reimburse TAMUCC up to Three I~undred Forty~fivThousand Dollars ~~4~,agD}far expenses authorized underth rant 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 gent. The City i not liable to make payment to TAMUCC, if funding 'rs not available from TCE~ through the rant Payments may not exceed one 1•iundred eventy- twoThousand Five Hundred Dollars ~1~~,~Og}from the execution of this Ag regiment to August ~ ~ , ~DgB. b. All contractual expenditures reimbursed with funds provided under this agreement shall meet all procurement laws and regulations applicable to TA~IUCC and tl~e UA end the U1l. Note that competitive bidding will generally b required far contracts with entities other than local governments and state and federal agencies. Nate also that the Common Rule of B Circular A-~ 0~, as adopted in the ISM, precludes the use of the cast plus a percentage of oast method of contracting. . c. TAMtJCC shall forward any proposed subagreement providing far the performance of services under this agreement to the City prior to execution of the subagreement, Neitherthe City's arTC~'s failure to question a subagreement nor its subsequentwithdrawal ofany questions raised regarding a subareen~ent shall in anyway imply the City arTCEC~'s approval of the subagreement's purpose or method of procurement of the subgreement~ Further, the terms of this provision do not in any way restrict the City's and TCE~'s rights under this agreement or the grant to subsequently refuse reimbursement far expenses incurred pursuant to the subagreement. TAI~IJCC may require a bid band to protect the local and state interests by assuring that a bidderwill, upon acceptance, execute all required contractual documents within the time period specified, d. Invoices for compensation shall be submitted to the fallowing address: City of Corpus Christi Attu; Kevin Btawers P.~. Box 971 Carpus Christi, T~., ~84Gg-9~~~ Page of 1~ 7AMUCC ~8-a9 Contract ~. DELIIIERA~I..rEa. The deliverables required under this agreement are specified in the Vvork Plan Attachment B to TES Contract No. ~B~R~'8~~o}~ ~. TERMINATION. Performance underthis agreement may be terminated by the City upon sixty days written notice. Performance nay be terminated by TAIUCC, if circumstances beyond its control preclude continuation of the program. ~Jpon fermination, TAI~UC~ will be reirr~bursed as specified in Paragraph ~ of all costs and non-cancelable commitments incurred in the performance of the program, that are reimbursable underthe grant. However, reir~bursement may not exceed the total estimated cost specified in Paragraph . 8, INTELLETUA~. PROPERTY. a. Royalties and Patent Fees, TAIUI~JCC shall pay all license fees and royalties and assume ell costs incident to the use or possession in the perforr~ance of the vVork orthe incorporation in theUVork of any Intellectual Property. b. Disclosure of Intellectual Property Produced during the Ul~ork. TAINUCC shall promptly notify the City and TCEQ of all 'intellectual prvpertythat TAI~U~C or TAI~UC's employees, subcontractors, or subcontractor's employees may produce, either solely or jointly with others, during the course of the V1~ork. In addition, TAIVIUC shall promptly notifythe City end TCEC~ of ell intellectual property to which TAI~Il1C may acquire rights in connection with the perforr~ance 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 TCE~ nay request. c. Failure to Protect Intellectual Property. If TANiUCC 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 authorityto protect, assume and retain all intellectual property rights in any and all intellectual property. d, Non-interference with Intellectual Property Rights of City as~d TCE~, TA~iUCD agrees that TALC, 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 TCE~, except in the course of performing the work, unless TAIUIUCC has independent intellectual property rights to the intellectual property. e, grant of License. Uvith respect to any intellectual property as is ~~~ incorporated in the work bother than intellectual property for which the City and TCE~ already possesses equal or greater intellectual property rights by virtue of this agreement or otherwise} or ~f~~ produced by TAIUCC or TAI~UC's employees, subcontractors, or subcontractor's employees during the course of Page 4 of 1~ TAMUCC 08-09 Cantra~# performing the work TAMUCC hereby grants to the City and TCEQ ~~~ ~ nonexclusive, perpetual, irrevocable, enterprise-wide license to reproduce, publish} or otherwise use the intellectual property and associated use documentation, and ~iv~ a nonexclusive, perpetual, irrevocable, enterprise-wide license to authorize others to reproduce, publish, or otherwise use Intellectual Property forthe City's and TCE's purposes. f. Modification; derivative vVorl~s. The City and TCE~ shall have the right, at their own discretion, to independently modify any intellectual property to which license is granted for the City's and TCE~'s oven purposes and use, through the services of its oven er~ployees or independent contractors. The City and TCEQ shall own all intellectual property rights to the rr~odificatians. TAMUCC shall not incorporate any modifications into its intellectual property for distribution to third parties unless it first obtains a license from the City and TCE~. g, Corr~pfince with Applicable Lauv and Regulations. TAMUCC shall comply with all laws and regulations relating to intellectual property. h~ vl~arranties Relating to Intellectual Property Rights. TAMUCC represents and warrants to the City and TCE~ that TAMUCC gill not infringe any intellectual property right of any third party, TAMUCC further represents and warrants to the City and TCEC~ that in the course of perforrr~ing the work it will not use or passers any intellectual property owned by a third party without paying any required royalty or patent fees, TAMUCC warrants that it has full title in and ov~vnership 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 TEC will in noway constitute an infringement or other violation of any intellectual property right of any third parley, The TAMUCC 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 TCE~ by TAMUCC. Except as perr~itted 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, yr any product licensed or provided to the City and TCE for which title has not yet passed to the City and TCEQ, without the prior written consent of the City and TCE~, TAMUCC represents and warrants to the City and TCE~ 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 TCE~, under this agreement and the rant 9. R~LEAE ~F tNF~RNIATI~N. TAMUCC shall acknowledge the City and TCE~, 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 s part of this agreement, other than documents prepared exclusively for Page of 11 TAMUCC 08-09 Contract internal organizational use by TAI~U~~, shall carry the fallovuing notations on the front cover ortitle page "PREPARED lhl COOPERATION 11111TH THE TEXAS ~OMl1~lSIOI~ ON ENIRONl1~ENTAL ~UALITYAND THE 1TY OF CORPUS t-fRISTI" ~D. TITLE T~ ~~UIPMENT, Subject to the obligations and conditions set forth in this agreement and the Orant, title to all equipment acquired under this agreer~ent shall vest, upon acquisition or construction, in TAfUIU. a~ TANiU~ agreesto conduct physical property inventories, to maintain property records and necessary control procedures, and to provide adequate maintenance pith respect to all equiprryent acquired underthis agreement. b. TAMU~ may develop and use its ou~n property management system ~vhich must conform vuith all applicable State and Iocal lays, rules, and regulations if an adequate system for accounting for personal property a~rned by TAMUD or its subcontractor is not in place or currently in uef TAtI~U shall contact the State of Texas comptroller of Public Accounts and request the State Property Accounting laser's Ouide, ~~9-4~ 8} and The State Property glass bode List. TAMUD agrees to use these a guides far establishing a property management system. c. Property records must be maintained that include a description of the property, a serial number or other identification nur~ber, the source of property, rho 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 praperky, 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 uvith funds provided under this agreement having an initial purchase price of One Thousand Dollars ~~,~D~} or more, shall be conducted no less frequently than once every tv~o gears and the results of the inventories reconciled vuith the appropriate property records, Property control procedures utilized by TAIUIU shall include adequate safeguards to prevent Ions, damage, ortheft of the acquired property. Any lass, damage or theft shall be investigated. TAI~U agrees to develop and carry out a program of property r~aintenance as necearyta Deep 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 v~ith Funds Provided Under this Agreement. ~1 }Equipment shall be used by TA11~IU or subgrantee in the program or project far ~rhich it gas acquired as long as needed, Whether ar not the project ar prograr~ continues to be supported by state funds. vVhen no Page 5 of ~ ~ TAMUCC Q$-D9 Contract longer needed farthe original program ar project, the equipment may be used in other activities currently ar previously supported by a federal or state agency. ~~~ TAMU ar subgrantee shall also make equipment available for use on other projects or programs currently or previously supported by the federal yr state government, providing the use will not interfere with the vVark on the projects ar program for which it was originally acquired First preference far other use shall be given to other programs or projects supported by t#~e awarding agency. ~} Uvhen acquiring replacement equipment} TAMU or subgrantee ray use the equipmentto be replaced as a trade~in or sell the property and use the proceeds to ofrset the cast of the replacement property, subject to the approval ofthe awarding agency. f, Disposition of Equipment Acquired with Funds Provided Under this Agreement, vvhen original or replacement equipment i na longer needed for the original project or pragram arfor other activities currently or previously supported by a federal or state agency, disposition of the equipment ray be made as follows: ~~}Equipment with a current per-unit fair market value of less than ~,gOg may be retained, said ar otherwise disposed of with no further obligation to the TES, Methods used to determine per unit fair market value must be documented, kept an file and made available to the TES upon request. ~2} Equipment with a current per-unit fair market value of ~,g00 or more must be disposed of as follows: ~A} Prior to the terrr-inatian date of this Agreement, TAMUCC and subgrantees must notifythe TEQ. T~~ may require TAU ar subgrantee to transfer title and possession to the equipment to the TECH ar a third party named by the TES or may alternatively authorize disposition by sale, transferor in another manner. ~P} If}within six years of the initiation date of the Agreement, equipment is sold or transferred, TAMU must remit toT~Q share of the proceeds from the sale, provided the fair market, per- unitvalue of the property at the time ofthe sale is in excess of one thousand dollars ~1,ggg}. The T~C~'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. ~~. N~TI~~ 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 Pagelofl1 YAMUCC 08-0 Contract name and address by notice to the other in accordance here~rith, and any change shall take effect imrnediately upon receipt of the notice. TA#I~U Texan A & ~ University - corpus Christi oD ~cea n Drive, N RC #~~~~ corpus Christi, T~., ~84~2 Attn: Gretchen Arnold Telephone: ~~ } 825-~O~o Fax: ~~} 825y2384 CITY ityof~orpus Christi Attn: Kevin Stovers P.~. Box ~27~ corpus Christi, T~~, ~84fig Telephone: ~3~ } 880-5~ Fax: ~3~ ~ } ~80~350 ~ ~~. EXPERT ADMINITRATI~N. a. It is understood that TAI~U i subject to United States la~us and regulations controlling the export oftechnica[ data} computer soft rare, laboratory prototypes and other commodities, and that its ob#igations under this agreement are contingent upon compliance vith applicable United States export lavers and regulations. Furtherr~ore~ it is understood that the transfer of certain technical data and commodities may require a license frorr~ one or more agencies of the United States dove rn vent, b. Bath TAI~U~ and pity hereby agree and ~rarrant that the program and develvpr~ent contemplated under this agreement, and any excf~ange of technical data, computer software or other comrnodities resulting from this agreement, shall be conducted in full comp#iance Frith the export control laves of the United States, ~3~ LfABILITY. iT I UNDERTD~D THAT DfTY SHALL NAT BE LIABLE FAR ANY DLAIMS AGAINST TAMUD, ITS EMPLOYEES, ~R THIRD PERSON, ETHER THAN DITY' EMPLOYEES, FAR DAMAGE REULTIN FRAM ~R ARI~N~ BUT ~F THE ADT1111TIE ~F TAMIL PERB~NNEL UNDER THE AGREEMENT, AND TAMUDD AREE, TO THE EXTENT PERMITTED BY E~TIDN 4~, ARTIDLE III ~F THE D~NT~TUTI~N ~F THE STATE ~F TEi~AS, T~ HELD DITY HARMLESS FROM ANY AND ALL ~AIII~IS. IT I ALA UNDERT~~D THAT TAMUD SHALL NAT BE HELD LIABLE FAR ANY DLAlllrl AAINT DITY' EMPLOYEE, OF DAMAGE REULTINC FRAM ~R ARAN BUT ~F ADT~IIITIE ~F THE CITY, ITS EMPLYEE, ~R THIRD PERSONS, ETHER THAN TAMUD EMPLOYEE, AND Page 8 of 11 TAMUCC ~8-09 Contract CITY ARSE, TO THE EXTENT PERMITTED BY SECTION 4, ARTICLE III ~~ THE CON~T~TUTION OF THE STATE ~F TEXAS, TO HOLD TAI~UCC HARMLE FROM ANY AN D ALL CLAIM. ~4. INDEPENDENT CONTRACTOR For the purposes of the agreement and all services to be provided underthis 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 orcommitments of eny kind, or to take any action v~rhich shall be binding on the other party, except as may be explicitly provided for in this agreement or authorized in vuriting. ~ ~. AMENDMENT AUTH~Rt~ED. a. The representatives rho ~rere authorized to sign this agreer~ent are authorized to execute minor amendments to this agreement, such as changes in deadlines and minor changes in the soaps of pork, b. Any amendments to this agreement resulting from amendments to the grant that increase the scope of orl~ underthis agreement due to TCE~"s a~rard of additional funding to the City as a result ofthe ~rork plan prepared by TAUCC under this agreement must be authorized bythe 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 pity is obligated to pay TAIIUCC by more than ~~,OOO must be authorized by the City Council before an amendmentto this agreement is executed. ~ G. E1IERABIL~TY. 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, ar shall 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 e~rtent by applicable lav~r~ The City and TAMUCC agree that this agreement shall be reformed to replace the stricken provision or part thereof vuith a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision, Page 9 of ~~ TAMU~C ~8-D9 Can#ract 1l. DISPUTE REoLUTION PROLE, a~ To the extent applicable, the dispute resolution procedures provided in Chapter ~~g of the Texas Government Code will be used to resolve contract claims under this contract. b. If the Chapter ~~~ procedures are utilized both parties agree that the TCEQ may intervene in the proceedings as an interested party, c, The Director of Purchasing, TAtI~UCC, i designated as the officer designated under ~~~O~oS~, Texas Government Code, to exar~ine claims and counterclaims, negotiate, and resolve any claims on behalf of TAIIUCC. ~8. I~ENUE. T~MUCC acknowledges and agrees that because this agreement has been e~cecuted, and gill be adr~inistered in Nueces County, Texas, the' agreement is to be perrormed in Nueces County. TAMUCC 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 ~~} or more 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 Nueces County, This provision does not waive the City's sovereign immunity. ~9. M~ELLANEOU, 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. AIiTHORI~~#TION of 011ERMIIN BoDIE. The individuals executing this agreement certify that this interlooal agreement has been authorized by the Governing Body fortheir, a required by section X91, Texas Government Code. IN ~V~TNE WHEREOF, the parties have caused this agreement to be executed by their authorized representative. Page 10 of ~ ~ TAI~UCG ~8-a9 Contact TEA A & I~ UNIVERSITY ~~ oRPU HRITI By. ~ .Harvey ~Cnul, Ph.D. Dean, graduate Education Associate Mice President} Pesearch Scholarly Activities Date: ~--•' ~ ~' CITY of oRPU HRITI ATTEST Armando Chapa City Secretary APPROVED AS T~ F~R~I: This l'~~' day of ~fe~nber , 2007 /~ n fin v ~ 1 I ~"~11~t~1~J Gary IAA. S~ith Assistant pity Attorney For ~ityAttorney Date: ~ ~ ~~ ~- ~ By: eo ge K. Noe Dity Manager ~Q~• ~~ ~~ A!}TMOR1E~e `,.w,............ ~!Y COUNCi6 ~O ~'7 SEC~tE~ARy Page 11 of 11 TA~IUCC ~8-09 Gantract