HomeMy WebLinkAboutC2016-087 - 4/12/2016 - Approved INTERLOCAL COOPERATION AGREEMENT
BETWEEN
TEXAS A & M UNIVERSITY—CORPUS CHRISTI
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, TAMUCC has been a partner in the City's air quality planning activities for the
Costal Bend Region through the TAMUCC's Pollution Prevention Partnership program;
WHEREAS, the City desires to continue its partnership with TAMUCC in this effort;
WHEREAS, the Corpus Christi Ozone Near Nonattainment Area Research and Planning
Activities includes identifying sources of emissions, the development of pollution prevention
strategies for reducing emissions, other action plans for improving the Corpus Christi area air
quality and maintain compliance with federal ozone standards;
WHEREAS,the 84th Texas legislature at Article VI of the General Appropriation Act ("Rider
7")made funds available to the Texas Commission on Environmental Quality("TCEQ")to
conduct air quality planning activities in areas considered to be near non-attainment;
WHEREAS,the CITY entered into a State Funded Grant Agreement ("Grant"), Contract No.
582-16-60182 with the Texas Commission on Environmental Quality ("TCEQ") for air quality
planning activities in areas considered to be near non-attainment for the ozone standard under the
Federal Clean Air Act Amendments of 1990, which activities may include without limitation
identifying, inventorying, and monitoring of current pollution levels; modeling future pollution
levels and the identification and quantification of potential pollution reduction through voluntary
control, and which activities will be consistent with TCEQ monitoring, inventory and modeling
approaches and infrastructure, and conduct air quality planning activities in the Costal bend
Region;
WHEREAS, an element of the City's proposal for the Grant was TAMUCC's proposed"Corpus
Christi Ozone Near Nonattainment Area Research and Planning Activities" as a continuation of
the City's Regional Air Quality Program;
WHEREAS, the grant provides funding for Corpus Christi Ozone Near Nonattainment Area
Research and Planning Activities and other types of air quality planning activities and projects
that the City, in cooperation with its partners, will complete by December 31, 2017(and possibly
later if the Grant is extended based on authority received from the Texas Legislature to carry
forward near non-attainment contract related monies
2016-087
4/12/16 Page 1 of 12
Res. 030799
TAMU-CC INDEXED
from the 2015-2016 biennium into the 2016-2017 biennium) detailed in a Work Plan approved
by the TCEQ as Attachment B to TCEQ Contract No. 582-16-60182 (copy available upon
request); and
WHEREAS,the technical support contemplated by this agreement is of mutual interests and
benefit to TAMUCC and City; it will further the status 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 objectives of its "OZONE Advance Intergovernmental Agreement"
with the United States Environmental Protection Agency("EPA") and TCEQ;
NOW,THEREFORE,the parties hereto agree as follows:
1. GRANT SUBCONTRACT. Both the City and TAMUCC acknowledge that this agreement is
a subcontract to the City's Grant from TCEQ (TCEQ Contract Number 582-16-60182 ), and that
the terms and conditions of the Grant control the administration and execution of this contract.
a. The TCEQ Grant No. 582-16-60182 is incorporated into this agreement by reference and
is available upon request.
b. In the event any provision of this agreement of this agreement conflicts with terms of the
Grant, the terms of the Grant control the administration an execution of this agreement.
c. TAMUCC agrees to comply with all requirements imposed by TCEQ that are applicable
to subcontractors.
d. TAMUCC agrees to conduct all of its activities in compliance with the terms of the
Grant, and not to take any action that would cause or contribute to the City to defaulting upon the
terms of the Grant.
e. TAMUCC shall be responsible for the professional quality, technical accuracy, timely
completion and the coordination of all 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 the TCEQ. The City and TCEQ may withhold reimbursement for costs
of non-conforming work.
2. STATEMENT OF WORK. TAMUCC agrees to use its best efforts to execute the Work Plan
document that describes down to the task level (Task 3) the projects in support of the State
Implementation Plan(SIP) development process and other types of air quality planning activities
and projects that the City, in cooperation with its partners, will complete by December 31, 2017,
as described in the Rider 7 Funding Request Work Plan for a Corpus Christi Pollution Prevention
Partnership and Educational Outreach Program, Attachment B to TCEQ Contract No. 582-16-
60182 .
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TAMUCC 16-17 Contract
3. PRINCIPAL INVESTIGATORS. The program will be supervised by Mr. Trent Thigpen
and Mr. Joseph Miller, 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
TAMUCC and the City is not available, the agreement shall be terminated as provided in
paragraph 7.
4. PERIOD OF PREFORMANCE. The program shall be conducted from the execution date of
the contract through December 31, 2017.
5. PRICE AND PAYMENT. As compensation for the performance of the agreement, the City
agrees to reimburse TAMUCC up to One Hundred Ninety One Thousand Six Hundred Eighty-
five dollars and 83 cents ($191,685.83) for expenses authorized under the Grant.
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 Grant. The City is not
liable to make payment to TAMUCC, if funding is not available from TCEQ through
the Grant. Payments may not exceed One Hundred Ninety One Thousand Six
Hundred Eighty-five dollars and 83 cents ($191,685.83) from the execution of this
Agreement to December 31, 2017.
b. All contractual expenditures reimbursed with funds provided under this agreement shall
meet all procurement laws and regulations applicable to TAMUCC and the UGMA and the
UGMS. Note that competitive bidding will generally be required for contracts with entities other
than local governments and state and federal agencies. Note also that the Common Rule of OMB
Circular A-102, as adopted in the UGMS, precludes the use of the cost plus a percentage of cost
of contracting.
c. TAMUCC shall forward any proposed subagreement providing for the performance of
services under this agreement to the City prior to execution of the subagreement. Neither the
City's nor TCEQ's failure to question a subagreement nor its subsequent withdrawal of any
questions raised regarding subagreement shall in any way imply the City's or TCEQ's approval
of the subagreement' s purpose or method of procurement of the subagreement. Further, the
terms of this provision do not in any way restrict the City's and TCEQ'S rights under this
agreement or the Grant to subsequently refuse reimbursement for expenses incurred pursuant of
the subagreement. TAMUCC may require a bid bind to protect the local and state interests by
assuring that the bidder will, upon acceptance, execute all required contractual documents within
the time period specified.
d. Invoices for compensation shall be submitted to the following address:
City of Corpus Christi
Attn: Sharon Bailey Lewis
P.O. Box 9277
Corpus Christi, TX. 78469-9277
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TAMUCC 16-17 Contract
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TAMUCC 16-17 Contract
6. DELIVERABLES. The deliverables required under this agreement are specified in the Work
Plan (Attachment B to TCEQ Contract No. 582-16-60182 ).
7. TERMINATION. Performance under this agreement may be terminated by the City upon
sixty days of 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 5 of all costs and non-cancelable commitments incurred in
the performance of the program, that are reimbursable under the Grant. However, reimbursement
may not exceed the total estimated cost specified in paragraph 5.
8. INTELLECTUAL PROPERTY.
a. Royalties and patent fees. TAMUCC shall pay all license fees, royalties and assume all
costs incident to the use or possession in performance of the Work or incorporation in Work of
any Intellectual Property.
b. Disclosure of Intellectual Property Produced during the Work. TAMUCC shall promptly
notify the City and TCEQ of all Intellectual Property that TAMUCC or TAMUCC's employees,
subcontractors, or subcontractor's employees may produce, either solely or jointly with others,
during the course of Work. In addition, TAMUCC shall promptly notify the City and TCEQ of
all intellectual property which TAMUCC may acquire 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 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 TCEQ may request.
c. Failure to Protect Intellectual Property. If TAMUCC fails to protect any intellectual
property right in the in the intellectual property produced in the course of performing the work,
the City and TCEQ shall have full authority to protect, assume and retain all intellectual property
rights in any and all intellectual property.
d. Non-Interference with Intellectual Property Rights of City and TCEQ. TAMUCC agrees
that UNT/TAMUK, 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 of TCEQ, except in the course of performing the work, unless TAMUCC has
independent intellectual property rights to the intellectual property.
e. Grant license. With respect to any intellectual property as is (i) incorporated in the work
(other than intellectual property for which the City and TCEQ already possess equal or greater
intellectual property right by virtue of this agreement or otherwise) or(ii) produced by
TAMUCC or TAMUCC's employees, subcontractors, or subcontractor's employees during the
course of
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TAMUCC 16-17 Contract
performing the work TAMUCC hereby grants to the city and TCEQ (i) a nonexclusive,
perpetual, irrevocable, enterprise-wide license to reproduce, publish, or otherwise use the
intellectual property and associated use documentation, and (ii) a nonexclusive, perpetual,
irrevocable, enterprise-wide license to authorize others to reproduce, publish, or otherwise use
Intellectual Property for the City's and TCEQ's purposes.
f. Modification; Derivative Works. The City and TCEQ shall have the right at their own
discretion, to independently modify any intellectual property to which license is granted for the
City and TCEQ's own purposes and use, through the services of its own employees or
independent contractors. The City and TCEQ shall own all intellectual property right to the
modifications. 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 TCEQ.
g. Compliance with Applicable Laws and Regulations. TAMUCC shall comply with all
laws and regulations relating to intellectual property.
h. Warranties Relating to Intellectual Property Rights. TAMUCC represents and warrants to
the City and TCEQ that TAMUCC will not infringe any intellectual property right of any third
party. TAMUCC further represents and warrants to the City and TCEQ 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 or patent fees. TAMUCC warrants that it has full title in and
ownership of intellectual property and any enhancements, updates or other modifications, or that
it has full power and authority to grant all license granted in this agreement, and that the license
use by City and TCEQ will in no way constitute an infringement or other violation of any
intellectual property right of any third party. 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 TCEQ by TAMUCC. Except as permitted 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, or any product licensed or provided to the City and TCEQ for
which title has not yet passed to the City and TCEQ, without prior written consent of the City
and TCEQ. TAMUCC represents and warrants to the City and TCEQ, that neither it nor any
other company or individual preforming 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 TCEQ, under this agreement and the Grant.
9. RELEASE OF INFORMATION. TAMUCC shall acknowledge the City and TCEQ, 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 as part of this
agreement, other than documents prepared exclusively for
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TAMUCC 16-17 Contract
internal organizational use by TAMUCC, shall carry the following notation on the front cover or
title page:
"PREPARED IN COOPERATION WITH TEXAS COMMISSION IN ENVIRONMENTAL
QUALITY ANS THE CITY OF CORPUS CHRISTI"
10. TITLE TO EQUIPMENT. Subject to the obligations and conditions set forth in this
agreement and the Grant, title to all equipment acquired under this agreement shall vest, upon
acquisition or construction, in TAMUCC.
a. TAMUCC agrees to conduct physical property inventories, to maintain property records
and necessary control procedures, and to provide adequate maintenance with respect to all
equipment acquired under this agreement.
b. TAMUCC may develop and use its own property management system which must
conform to all applicable State and local laws, rules, and regulations. If an adequate system for
accounting for personal property owned by TAMUCC or its subcontractors in not in place or
currently in use, TAMUCC shall contact the State of Texas Comptroller of Public Accounts and
request the State Property Accounting User's Guide (#96-418) and the State Property Class
Code List. TAMUCC agrees to use these as guides for establishing a property management
system
c. Property records must be maintained that include a description of the property, a serial
number or other identification number, the source of property, who holds title, the acquisition
date, and the cost of the property, percentage of federal participation in the cost of property, the
location, use and condition of the property, 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 with funds provided under
this agreement having an initial purchase price of One Thousand Dollars ($1,000) or more, shall
be conducted no less frequently than once every two years and the results of the inventories
reconciles with the appropriate property records. Property control procedures utilized by
TAMUCC shall include adequate safeguards to prevent loss, damage, or theft of acquired
property. Any loss, damage or theft shall be investigated. TAMUCC agrees to develop and carry
out a program of property maintenance as necessary to keep 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 with Funds Provided Under this Agreement.
(1.) Equipment shall be used by TAMUCC or subgrantee in the program or project for which
it was acquired as long as needed, whether or not the project program continues to be supported
by state funds. When no
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TAMUCC 16-17 Contract
longer needed for the original program or project, the equipment may be used in other activities
currently or previously supported by a federal or state agency.
(2) TAMUCC or subgrantee shall also make equipment available for use on other projects or
programs currently or previously supported by the federal or state government, providing the use
will not interfere with the Work on the projects or program for which it was originally acquired.
First preference for other use shall be given to other programs or projects supported by the
awarding agency.
(3)When acquiring replacement equipment, TAMUCC or subgrantee may use the equipment to
be replaced as a trade-in or sell the property and use the proceeds to offset the cost of the
replacement property, subject to the approval of the awarding agency.
f. Disposition of Equipment Acquired with Funds Provided Under this Agreement. When the
original or replacement equipment is no longer needed for the original project or program or for
other activities currently or previously supported by a federal or state agency, disposition of the
equipment may be made as a follows:
(1) Equipment with a current per-unit fair market value of less than $1,000 may be retained, sold
or otherwise disposed of with no further obligation to the TCEQ. Methods used to determine per-
unit fair market value must be documented, kept on the file and made available to the TCEQ
upon request.
(2) Equipment with a current per-unit fair market value of$1,000 or more must be disposed of as
follows:
(A) Prior to the termination date of this Agreement, TAMUCC and subgrantees must notify the
TCEQ. TCEQ may require TAMUCC or subgrantees to transfer title and possession to the
equipment to the TCEQ or a third party named by the TCEQ or may alternatively authorize
disposition by sale, transfer or in another manner.
(B) If, within six years of the initiation date of the Agreement, equipment is sold or transferred,
TAMUCC must remit to TCEQ a share of the proceeds from the sale, provided the fair market,
per-unit value of the property at the time of the sale is in excess of one thousand dollars ($1,000).
The TCEQ'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.
11. NOTICES. All notices to the 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
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TAMUCC 16-17 Contract
name and address by notice to the other in accordance herewith, and any change shall take effect
immediately upon receipt of the notice.
TAMUCC
Texas A&M University- Corpus Christi
6300 Ocean Drive, NRC #2200
Corpus Christi, TX 78412
Attn: Trent Thigpen
Telephone: (361) 825-3070
Fax: (361) 825-2384
City
City of Corpus Christi
Attn: Sharon Bailey Lewis
P. O. Box 9277
Corpus Christi, TX 78469
Telephone: (361) 826-4066
Fax: (361) 826-3200
12. Export Administration.
a. It is understood that TAMUCC is subject to United States laws and regulations controlling the
export of technical data, computer software, laboratory prototypes and other commodities, and
that its obligations under this agreement are contingent upon compliance with applicable United
States export laws and regulations. Furthermore, it is understood that the transfer of certain
technical data and commodities may require a license from one or more agencies of the United
States Government.
b. Both TAMUCC and City hereby agree and warrant that the program and development
contemplated under this agreement, and any exchange of technical data, computer software or
other commodities resulting from this agreement, shall be conducted in full compliance with the
export control laws of the United States.,
13. LIABILITY. IT IS UNDERSTOOD THAT THE CITY SHALL NOT BE LIABLE
FOR ANY CLAIMS AGAINST TAMUCC, ITS EMPLOYEES, OR THIRD PERSONS,
OTHER THAN CITY'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,ARTICLE III OF THE CONSTITUTION OF THE STATE OF TEXAS,TO
HOLD CITY HARMLESS FROM ANY AND ALL CLAIMS. IT IS ALSO
UNDERSTOOD THAT TAMUCC SHALL NOT BE HELD LIABLE FOR ANY CLAIMS
AGAINST CITY'S EMPLOYEES, OF DAMAGE RESULTING FROM OR ARISING
OUT OF ACTIVITIES OF THE CITY, ITS EMPLOYEES, OR THIRD PERSONS,
OTHER THAN TAMUCC EMPLOYEES,AND
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CITY AGREES, TO THE EXTENT PERMITTED BY SECTION 49,ARTICLE III OF
THE CONSTITUTION OF THE STATE OF TEXAS, TO HOLD TAMUCC HARMLESS
FROM ANY AND ALL CLAIMS.
14. INDEPENDENT CONTRACTOR. For the purposes of the agreement and all 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.
15.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 Grant that increases the
scope of work under this agreement due to TCEQ's award of additional funding to the City as a
result of the work plan prepared by TAMUCC under this agreement must be authorized by the
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 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.
16. 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 provisions 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.
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TAMUCC 16-17 Contract
17. DISPUTE RESOLUTION PROCESS.
a. To the extent applicable, the dispute resolution procedures provided in Chapter 2260 of the
Texas Government Code will be used to resolve contract claims under this contract.
b. If the Chapter 2260 procedures are utilized both parties agree the TCEQ may intervene in the
proceedings as an interested party.
c. The Director of Purchasing, TAMUCC, is designated as the officer designated under
§2260.052, Texas Government Code, to examine claims and counterclaims, negotiate, and
resolve any claims on behalf of TAMUCC.
18. 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 relating to this
claim is permissible and there are two (2) or more counties or 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.
19. 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.
20. 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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TAMUCC 16-17 Contract
TEXAS A& M UNIVERSITY—CORPUS CHRISTI
BY: 4 t
Dr. ir?ifuent:
Vi•- President oi o- he '!'visi• of Research,
•mmercializa f',n and Outreach
Date: /--/§-.
�6
CITY OF CORPUS CHRISTI
By:
C at rte
Ron Olson
City Manager
els }`'(- 7 �A 1
91 t1Urc� ��
Date: Af fe/5i I L 3Y Cpu c i_...........'_..r.l
1,20r_
SECitETA
ATTEST
*rpm ge l ``e-- a�1/LNCt1 /' --JT
Rebecca Huerta
City Secretary t_sa Agu Attorney
Assistant City
For City Attorney
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TAMUCC 16-17 Contract