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Home My WebLink AboutC2009-194 - 5/19/2009 - ApprovedINTERLOCAL AGREEMENT FOR SUPPORT OF TEXAS AGRILIFE RESEARCH'S PARTICIPATION IN GENERAL ATOMICS' DEMONSTRATION OF INTEGRATED BIO-REFINERY OPERATIONS FOR THE UNITED STATES DEPARTMENT OF ENERGY This Interlocal Agreement is entered into by and between the City of Corpus Christi, Texas ("City") and Texas AgriLife Research, a member of The Texas A&M University System ("AgriLife Research"). Recitals NOW, THEREFORE in consideration of the mutual covenants in this Agreement, the participating governmental entities (the "Parties°), authorized by appropriate actions of their governing bodies, hereby agree as follows: 1. Purpose. The purpose of this Agreement is for the City to provide support for AgriLife Research's participation in General Atomics' Demonstration of Integrated Bio- Refinery Operations for the United States Department of Energy ("Biofuel Project"). The Biofuel Project will explore the feasibility of cultivating algae using carbon dioxide, a by-product of local industrial facilities, such as refineries and power plants, and wastewaters produced by municipal wastewater treatment plants. Once the algae is cultivated, the algae will be processed to extract a substance that can be converted into a Biofuel for use in common engines. 2. Scope of Services. The City will make up to 75,000 gallons of partially treated wastewater or effluent available to AgriLife Research on a daily basis, at one or more of its wastewater treatment facilities. It is anticipated that AgriLife Research will use an average of 50,000 gallons per day, with a daily use of between 35,000 and 75,000 gallons of wastewater or effluent. Once the wastewater or effluent is loaded into tank trucks, AgriLife Research must transport the wastewater or effluent to its facility for further processing. 3. The City's participation in the Biofuel Project is conditioned upon the Texas Commission on Environmental Quality's authorization of the transfer of effluent or partially treated wastewater from the City's wastewater treatment facilities to AgriLife Research. 4. Possession and title to any effluent or wastewater provided by the City to AgriLife Research passes when it is loaded on the vehicles that AgriLife Research uses to transport the effluent or wastewater. Once AgriLife Research takes possession of any wastewater, AgriLife Research assumes total responsibility for the handling, treatment, and proper disposal of the wastewater and compliance with all applicable Federal and State laws, rules, and regulations, and must obtain any permits required for the treatment and disposal of the wastewater or effluent. 5. Other Agreements, Supplementary Agreements and Protocols. The Parties are encouraged, all or some, to enter into additional agreements and protocols governing 2009-194 Res. 028178 Page 1 of 5 05/19/09 X09-FINAL.doc TX AgriLife Research the volumes of wastewaters that will be provided by the City, methods of delivery, and means of transportation from the City's wastewater treatment plants to AgriLife Research's research facility. 6. Implementation. The City Manager and AgriLife Research's Associate Director are authorized and directed to take all steps necessary or convenient, within the scope of their respective delegated authority, to implement this Agreement, and shall cooperate in developing a plan for the implementation of the activities provided for in this Agreement. 7. Participation Notice. Each Party shall notify the other Parties of its participation in this Agreement by furnishing an executed original of the attached Participation Notice. 8. Warranty. The Agreement has been officially authorized by the governing body of each Party, and each signatory to this Agreement guarantees and warrants that the signatory has full authority to execute this Agreement and to legally bind their respective Party to this Agreement. 9. Administrative Services. AgriLife Research agrees to provide administrative services necessary to coordinate this Agreement, including providing Parties with a current list of contact information for each Party. 10. Expending Funds. Each Party which performs services under this Agreement will do so with funds available from current revenues of the Party. No Party shall have any liability for the failure to expend funds to provide aid under this Agreement. 11. Indemnity. To the extent authorized by law, AgriLife Research covenants to fully indemnify, save, and hold harmless the City, its officers, employees, and agents ("City Indemnitees") against all liability, damage, loss, claims, demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which are proximately caused by AgriLife Research's activities conducted under or incidental to this Agreement. AgriLife Research must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. To the extent authorized by law, the City covenants to fully indemnify, save, and hold harmless AgriLife Research, its officers, employees, and agents ("AgriLife Indemnitees") against all liability, damage, loss, claims, demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which are proximately caused by the City's activities conducted under or incidental to this Agreement. The City must, at its own expense, investigate all those claims and demands, attend to their settlement or other Page 2 of 5 Biofuel Interlocal Agreement 05192009_FINAL.doc disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 12. Term of Agreement. a. This Agreement shall become effective as to each Party when approved and executed by that Party. b. Once approved by all Parties, this Agreement shall be for a term of one (1) year, and shall be automatically renewed annually up to a maximum of five (5) years, unless any party terminates its participation by giving written notice to the other parties at least sixty (60) days before the end of each annual term. c. Termination of participation in this Agreement by any Party does not affect the continued operation of this Agreement between and among the remaining Parties, and this Agreement shall continue in force and remain binding on the remaining Parties. 13. Oral and Written Agreements. All oral or written agreements between the parties relating to the subject matter of this Agreement, which were developed prior to the execution of this Agreement, have been reduced to writing and are contained in this Agreement. 14. Entire Agreement. This Agreement, including Attachments, represents the entire Agreement between the Parties and supersedes any and all prior agreements between the parties, whether written or oral, relating to the subject of this agreement. 15. Interlocal Cooperation Act. The Parties agree that activities contemplated by this Agreement are "governmental functions and services" and that the City is a "local government" and AgriLife Research is a "state agency" as those terms are defined in the Interlocal Cooperation Act. 16. Severability. If any provision of this Agreement is held invalid for any reason, the invalidity does not affect other provisions of the Agreement, which can be given effect without the invalid provision. To this end the remaining provisions of this Agreement are severable and continue in full force and effect. 17. Validity and Enforceability. If any current or future legal limitations affect the validity or enforceability of a provision of this Agreement, then the legal limitations are made a part of this Agreement and shall operate to amend this Agreement to the minimum extent necessary to bring this Agreement into conformity with the requirements of the limitations, and so modified, this Agreement shall continue in full force and effect. 18. Not for Benefit of Third Parties. This Agreement and all activities under this Agreement are solely for the benefit of the Parties and not the benefit of any third party. Page 3 of 5 Biofuel Interlocal Agreement 05192009_FINAL.doc 19. Immunity not Waived. Nothing in this Agreement is intended, nor may it be deemed, to waive any governmental, official, or other immunity or defense of any of the Parties or their officers, employees, representatives, and agents as a result of the execution of this Agreement and the performance of the covenants contained in this Agreement. 20. Civil Liability to Third Parties. Each Responding Party will be responsible for any civil liability for its own actions under this Agreement, and will determine what level, if any, of insurance or self-insurance it should maintain for such situations. 21. Notices. a. Notices under this agreement may be delivered by mail as follows: City: City of Corpus Christi Attn: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 AgriLife Research: Texas AgriLife Research Attn: Dr. Bill McCutchen 2147 TAMU College Station, Texas 77843-2147 b. The parties to this agreement may specify to the other party in writing. 22. Amendments to Agreement. a. This Agreement may not be amended except by written agreement approved by the governing bodies of the Parties. b. No officer or employee of any of the Parties may waive or otherwise modify the limitations in this Agreement, without the express action of the governing body of the Party. 23. Captions. Captions to provisions of this Agreement are for convenience and shall not be considered in the interpretation of the provisions. 24. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Texas. Venue for an action arising under this Agreement shall be in accordance with the Texas Rules of Civil Procedure. Page 4 of 5 Biofuel Interlocal Agreement 05192009_FINAL.doc PARTICIPATION NOTICE I hereby notify the Parties that the City of Corpus Christi has approved participation in the Interlocal Agreement for the City of Corpus Christi's support for AgriLife Research's participation in General Atomics' Demonstration of Integrated Bio-Refinery Operations for the United States Department of Energy ("Biofuel Project"), by lawful action of its governing body, a true copy of which is attached and incorporated in this Agreement. i ~.ae9a/ g R. Escobar City Manager ARMM1~0 CNAPA PARTI~j~~~ NOTICE Da-~ti ~ ~. '~D AUTHORItEb xwrfrrdrxr~r s~tetA~v fah. I hereby notify the Parties that Texas AgriLife Research has approved participation in the Interlocal Agreement for the City of Corpus Christi's support for AgriLife Research's participation in General Atomics' Demonstration of Integrated Bio-Refinery Operations for the United States Department of Energy ("Biofuel Project"), by lawful action of its governing body, a true copy of which is attached and incorporated in this Agreement. ~~, s-~~ Bill McCutchen Date Associate Director Approved u t0 forth: ~i, y e n np t"irstAssistantCfly itorney =nf City Attorney Page 5 of 5 Biofuel Interlocal Agreement 05192009_FINAL.doc