HomeMy WebLinkAboutC2010-380 - 10/12/2010 - ApprovedINTERLOCAL COOPERATION AGREEMENT
BETWEEN
TEXAS A 8~ M UNIVERSITY -- CORPUS CHRIST!
AND
THE CITY OF CORPUS CHRISTI
WHEREAS, Texas A & M University -- Corpus Christi ("TAMUCC") and the City of
Corpus Christi {"City"} are authorized by Chapter 791 of the Texas Government Code to
enter into an interlocal cooperation contract;
WHEREAS, the technical support contemplated by this agreement is of mu#ual interest
and benefit to TAMUCC and City; it will further the instructional and research objectives
of TAMUCC, in a manner consistent with its status as an agency of the State of Texas;
and it will help the City accomplish its objectives;.
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT SUBCONTRACT.
- -- - a.Both he City-and TAMUCC acknowledge that this agreement is a subcontract
. to the City's Cooperative Agreements from U.S. Environmental Protection
Agency (EPA Assistance [D No. 2B-96699101-0 and EPA Assistance lD No.
2B-9669$801-0}, hereinafter "Grants", and that terms and conditions of the
Grants control the administration and execution of this contract.
b. The Grants-are incorporated into this agreement by reference and are
available on request.
c. In the. event any provision of this agreement conflicts with the terms of the
Grants, the terms of the Grants control the administration and execution of
this agreement.
d. TAMUCC agrees tv comply with all requirements imposed by EPA tha# are
applicable to subcontractors,
e. TAMUCC shall be responsible far the professional quality, technical accuracy,
timely completion and the coordination of afl services and other work
furnished by TAMUCC under this agreement. TAMUCC must perform the
work in conformity with the standards and guidance documents provided by
EPA.
f. The City and EPA may withhold reimbursement for costs of non-conforming
work.
2. SCOPE OF WORK. TAMUCC agrees to use its best efforts to execute the Scope
Work, which is attached to this agreement as Attachment A.
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2010-380
Res. 028797
10/12/10
TAMU-CC ~ ~N~~
3. PRINCIPAL INVESTIGATOR. The program will be supervised by TAMUCC Visiting
Assistant Professor Richard Smith. if, for any reason Mr. Smith is unable to continue to
serve as Principal Investigator, and a successor acceptable to both TAMUCC and the
City is not available, this agreement shall be terminated as provided in Paragraph 7.
4. PERIOD OF PERFORMANCE. The services shall be performed from date of
September 1, 2010 through August 31, 2011.
5. PRICE AND PAYMENT. This agreement is funded exclusively from the funds made
available to the City by the. Grants. The City's obligation is limited by the provisions of
the~Grants. The City is not liable to make payments to TAMUCC if funding is not
available to the City through the Grants. Reimbursements to TAMUCC may-not exceed
Fourteen Thousand Six Hundred Thirty-Four Dollars ($14;634.00} for expenses
authorized under this Interlocal Agreement and under the Grants.
a. Invoices for reimbursement shall be submitted, not more frequently than
monthly, to the following address:
City of Carpus Christi
-- _- _- Attn: Sharon Bailey Lewis...
Environmental Programs Specialist
Environmental Services
P.O. Box 9277
Corpus Christi, TX., 784$9-9277
A copy of the invoice may be also emailed to SharonL@cctexas.com
S. DELIVERABLES. The deliverables required under this agreement are specified in
the Scope of Work (Attachment A}.
7. SUBCONTRACTS: TAMUCC shall forward any proposed subcontracts providing for
the performance of services under this agreement to the City prior to execution of the
subcontract. TAMUCC plans to subcontract with Del Mar College to perform some of
the services under this Agreement. The City's failure to question a subcontract nor its
subsequent withdrawal of any questions raised regarding a subcontract may not in any
way imply the City's approval of the subcontract's purpose or method of procurement of
the subcontract. Further, the terms of this provision do not in any way restrict the City's
rights under this agreement to subsequently refuse reimbursement for expenses
incurred pursuant to the subcontract.
8.. TERMINATION. Performance under this agreement may be terminated. by the City
upon sixty days written notice. Performance may be terminated by TAMUCC, if
circumstances beyond its control preclude continuation of the program. Upon
termination, TAMUCC will be reimbursed as specified in Paragraph 4 of all costs-and
non-cancelable commitments incurred in the performance of the program, that are
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reimbursable-under the Grants. However, reimbursement may not to exceed the total
estimated cost specified in Paragraph 4.
9. INTELLECTUAL PROPERTY.
a. Royalties and Patent Fees. TAMUCC shall pay all license fees and royalties
and assume all cos#s incident to the use or possession in the performance of the
Work or the incorporation in the work of any intellectual property.
b. ~isciosure of intellectual Property Produced during the Work. TAMUCC shall
promptly notify the City ofi alE intellectual property that TAMUCC or TAMUCC's
employees, subcontractors, ar subcontractor's employees may produce, either
solely or jointly with others, during the course of the Work. En addition, TAMUCC
shall promptly notify the City of all intellectual property to which TAMUCC 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 intellectua! property, and shall identify any publication, sale,
public use, or impending publication. Promptly upon request, TAMUCC shall
supply additional information as the City may request.
c. Failure to Protect Intellectual Property. if TAMUCC fails to protect any
intellectual property rights produced in the course ofi performing the work, the
City shall have full authority to protect, assume and retain al! intellectual property
rights in any and all intellectual property.
d. Non-interference with Intellectual Property Rights of City. TAMUCC agrees
that TAMUCC, 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, except in the course of performing the work,
unless TAMUCC has independent intellectual property rights to fihe intellectual
property.
e. Grant of License. Wrth respect to any intellectual property as is (~}
incorporated in the work {other than intellectua! property for which the City
already possesses equal or greater intellectual property rights by virtue of this
agreement ar otherwise} or (ir) produced by TAMUCC or TAMUCC's employees,
subcontractors, or subcontractor's employees during the course of performing
the work TAMUCC hereby grants to the City (r) a nonexclusive, perpetual,
irrevocable, enterprise-wide license to reproduce, publish, or otherwise use the
intellectual property and associated use documentation, and (ir} a nonexclusive,
.perpetual, irrevocable, enterprise-wide license to authorize others to reproduce,
publish, or otherwise use intellectual property for the City's purposes.
f. Modification; Derivative Works. The City shall have fihe right, at their own
discretion, to independently modify any intellectual property to which license is
granted for the City's own purposes and use, through the services of its awn
employees or independent contractors. The City shall own all intellectual
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property rights to the modifications. TAMUCC shall not incorporate any
modifications into i#s intellectual property far distribution to third parties unless it
first obtains a license from the City.
g. Compliance with Applicable Laws and Regulations. TAMUCC shall comply
with all laws and regulations relating to intellectual property.
h. Warranties Relating to Intellec#ual Property Rights, TAMUCC represents and
warrants to the City that TAMUCC will not infringe any intellectual property right
of any third party. TAMUCC further represents and warrants #o the City 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 ar patent
fees. TAMUCC warrants that it has full title in and ownership of the intellectual
property and any enhancements, updates or other modifcations, or that it has full
power and authorityto grant all licenses granted in this agreement, and that the
license use by the City will in no way constitute an infringement or other violation
of any intellectual property right of any third party. 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 br provided to the City by TAMUCC.
Except as permitted in this. agreement and the Grants, TAMUCC shall not create
or permit the creation of any lien, encumbrance, or security interest in the work or
any part thereof, ar any product licensed or provided to the City far which title has
not yet. passed to the City, without the prior written consent of the City. TAMUCC
represents and warrants to the City 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 intellec#ual property rights granted or assigned to the City, or
reserved by the City, under this agreement and the Grants.
70. RELEASE OF INFORMATION. TAMUCC shall acknowledge the City, the
TAMUCC investigator, the nature ofi the program, and the dollar value ofi the agreement
in TAMUCC records and reports. Any reports and other documents completed as part
of this agreement, other than documents prepared exclusively for internal organizational
use by TAMUCC, shall carry the following notations on the front cover or title page:
"PREPARED IN COOPERATION WITH THE CITY OF CORPUS
CHRISTI"
11. NOTICES. Ail 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
name and address by notice to the other in accordance herewith, and any change shall
take effect immediately upon receipt of the notice.
TAMUCC
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GrantslContracts Administrator
Office of Research & Scholarly Activity
6300 Ocean Drive, NRC 2011
Corpus Christi, Texas 78412-8843
Phone: 825-2186
Email: Research.nffice cCD.tamucc.edu
CITY
City of Carpus Christi
Attn: Sharon Bailey Lewis, Environmental Programs Specialist
P.O. Box 9277
Corpus Christi, TX., 78469
Telephone: (361) 826-4066
Fax: (361) 826-4681
12. LIABILITY, It is understood that the City shall not be liable for any claims against
TAMUCC, its employees, or third persons, other than theCity's employees, for damage
resulting from or arising out of the activities of TAMUCC personnel .under this
- -_
Agreement, and TAMUCC agrees, to the extent permitted by Section 49, Arkicle !I! of the
Constitution of the State of Texas, to hold theCity harmless from any and all claims. It is
also understood that TAMUCC shall not be held liable for any claims against theCity's
employees, of damage resulting from or arising out of activities of the City; its
employees, ar third persons, other than TAMUCC employees, and the City agrees, to
the extent permitted by Section 49, Article II! of the Constitution of the State of Texas, to
hold TAMUCC harmless from any and all claims.
13 INDEPENDENT CONTRACTOR. For the purposes of the agreement and afl
services to be provided under this 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 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 in this agreement or authorized in writing.
14. 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 Grants
that increase the scope of work under this agreement due to the City's award of
additional funding as a result of the Scope of Work prepared by TAMUCC under
this agreemen# must be authorized by the City Council and the funds
appropriated be#ore an amendment to this agreement is executed.
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c. Any amendments to this agreement increasing or decreasing the amount the
City is obligated to pay TAMUCC by more than $25,000 must be authorized by
the City Council before an amendment to this agreement is executed.
15. 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
the 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 TAMUCC agree that
this agreement shall be reformed to replace the 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.
16. DISPUTE RESOLUTION PROCESS.
a. To the extent applicable, the dispute resolution procedures provided in
Chapter 2260 of the Texas Government Cnde will be used to resolve contract
claims under this contract.
b~_-If the Chapter 2260 procedures are utilized--both parties agree that the City
may intervene in the proceedings as an interested party.
c. The Director of Purchasing, TAMUCC, is designated as the officer designated
under X2260.052, Texas Government Code, to examine claims and
counterclaims, negotiate; and resolve any claims on behalf of TAMUCC.
17. VENUE. TAMUCC 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. 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 {2) or mare
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 nat waive the City's sovereign immunity.
18. 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.
19. 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.
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TEXAS A & M UNIVERSITY -~ CQRPUS CHRISTI
gy: ft-----~
Name: ~~~ ~-~A-r.~.4~
Title: A-~~-,w~ ~' '~~5~~~"
Dater ~ •, ~',~,,,I,~----
CITY OF CQRPUS CHRISTI
ATTEST
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Y~
Armando Chapa
City Secretary
Date
APPROVED AS TO FORM:
This ~ ~ day of, 20'10
Assistant Ci A orney
For City Atto ey
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ity Manager
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ATTACHMENT A
City of Corpus Christi Brownfields GIS Project Statement of Work
Introduction
Through an agreement with the City of Corpus Christi, Del Mar College (DMC) and the Conrad
Blucher Institute for Surveying and Science (CBI) at Texas A&M University -Corpus Christi,
CBI and DMC will create a Brownfields geographic information system (GIS} containing spatial
and non-spatial information about Brownfields sites in the City of Corpus Christi. A primary
goal of this project is to improve the management of Brownfields sites through the creation of a
publicly accessible Internet portal for searching, viewing, analyzing, and downloading
information, and also. the creation of a secure internal Intranet portal for managing the
information stored in the Brownfelds GIS.
It will be the job of these agencies to participate in planning meetings, data search and
compilation plan development, f eld research and develnprnent of Brownfields GIS portals.
_l'ask 1 -Participate in plannina meetin sg_and develop a data search and compilation plan:
The City of Corpus Christi will designate a representative tasked with: a) prodding data
requirements to TAMUCC and DMC far the purpose of database schema construction and field
data collection requirements and b) responding to questions put forth by TAMUCC and DMC for
the purpose of clarifying and completing data compilation.
Agencies will be responsible for participating in planning meetings which will be integral to
developing a specific data search and compilation plan. The data search and compilation plan
will be developed in collaboration with the City of Corpus Christi, CBI and DMC.
Deliverables:
• City of Corpus Christi designated representative tasked.
• Database schema.
• Data search and compilation plan.
Task 2 -Carry out data search and compilation plan:
The agencies will be responsible for delivering identified datasets for use in the Brownfields
GIS. Uata searches should be focused on, but not limited to: environmental, physical, chemical
and cultural datasets such as wetlands, rookeries, remediation wells, historic sites and roads.
Agencies will also submit a data discovery report summarizing data findings, shortcomings/gaps
in datasets and other pertinent information. To contain the scope of this projec#, research
intensive datasets taking an inordinate amount of time to compile may be postponed to future
work agreements or completed during this agreement with the addition of personnel through
additional funding. Deliverables:
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• DataSetS
• Metadata for identified datasets
• Discovery reports
Task 3 -Develop Brownfelds GIS online p~rtaIs:
CBI and DMC will develop bath internal and external Brownfields GIS portals for public
consunraption and private management scenarios. These portals will assist in viewing, analyzing,
and downloading pertinent Brownfields GIS datasets collected during this project. CBI and
DMC will work in conjunction with the City of Carpus Christi to ensure that the Brownfields
GIS and online portals can be successfully integrated with the C`ity's GIS systems if so
requested.
Deliverables:
A. Internal and external Brownfields G!S portals
B. ArcGIS Server web application {web site} or similar format, and geodatabase
_(database of collected data:)
G. TAMUCC will provide three levels of documentation:
1) Metadata of data collected -Each dataset that TAMUCC produces will be
accompanied with 1"GDC compliant metadata, or, at a minimum {if complete znetadata is
not possible), meet the Dublin Core Metadata recommendation. This metadata covers
such information as: date collected, person collecting, abstract, purpose, keywords,
spatial information, attribute information, modification to the data.
2) User documentation: Documentation on how to maintain the website acrd data from an
authorized user's paint ofview wil! be provided. Such topics covered will be: navigating
the website, adding a new record, modifying an existing record, and deleting a record.
Additionally, it will provide documentation on other general concepts required to use the
software.
3) ITIGIS documentation: This is the technical documentation for the 1T/GIS personnel.
It will cover the data/dafiabase schema, website configuration information, and
maintenance documents.
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