HomeMy WebLinkAboutC2016-088 - 4/12/2016 - Approved INTERLOCAL COOPERATION AGREEMENT
BETWEEN
UNIVERSITY OF NORTH TEXAS
AND
THE CITY OF CORPUS CHRISTI
WHEREAS,University of North Texas ("UNT") and the City of Corpus Christi ("City")are
authorized by Chapter 791 of the Texas Government Code to enter into an interlocal cooperation
contact;
WHEREAS,UNT has been a partner in the City's air quality assessment and planning activities
for the Coastal Bend Region;
WHEREAS,the City desires to continue its partnership with UNT in this effort;
WHEREAS,the air quality assessment and planning activities include 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 other action
plans for improving the Corpus Christi area air quality and maintain compliance with federal
ozone standards;
WHEREAS,the 84th Texas legislature in 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 UNT's proposed"Corpus
Christi Air Quality Monitoring Activities"as a continuation of the City's Regional Air Quality
Program;
WHEREAS,the grant provides funding for Corpus Christi Air Quality Monitoring 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
2016-088
4/12/16 Page 1 of 10
Res. 030799
University of North Texas INDEXED
from the 2014-2015 biennium into the 2016-2017 biennium)detailed in a Work Plan approved
by the Rider 7 Proposed Grant Activities to TCEQ Contract No. 582-16-60182(copy attached);
and
WHEREAS,the technical support contemplated by this agreement is of mutual interests and
benefit to UNT and City; it will further the instructional and research objectives of UNT, 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 UNT 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. UNT agrees to comply with all requirements imposed by TCEQ that are applicable to
subcontractors.
d. UNT 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. UNT shall be responsible for the professional quality, technical accuracy,timely
completion and the coordination of all services and other work furnished by UNT under
this agreement. UNT 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.UNT agrees to use its best efforts to execute the Work Plan
document that describes down to the task level (Tasks 1 through 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 Proposed Grant Activities to TCEQ Contract No. 582-16-
60182,..
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UNT 16-17 Contract
3. PRINCIPAL INVESTIGATORS.The program will be supervised by Dr. Kuruvilla John of
the College of Engineering. If, for any reason,he is unable to continue to serve as Principal
Investigator, and a successor acceptable to both UNT 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 UNT 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 UNT, 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 UNT 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. UNT 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 or TCEQ's failure to question a subagreement nor its subsequent withdrawal of
any questions raised regarding subagreement shall in any way imply the City of 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. UNT may require a bid bond 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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UNT 16.17 Contract
e. The City agrees to reimburse UNT for the costs billed within thirty(30)days of receipt of
invoice. All payment shall be sent to:
Office of Grants and Contracts Administration
University of North Texas
1155 Union Circle#305250
Denton, Texas 76203-5017
6.DELIVERABLES.The deliverables required under this agreement are specified in the Rider
7 Proposed Grant Activities 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 UNT, if circumstances beyond
its control preclude continuation of Program. Upon termination,UNT 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. UNT shall not knowingly utilize any third party materials that
would require City and/or TCEQ to pay any licensing fees to use,modify or repeat the
Work.
b. Disclosure of Intellectual Property Produced during the Work. UNT shall promptly notify
the City and TCEQ of all Intellectual Property that UNT or UNT's employees,
subcontractors, or subcontractor's employees may produce,either solely or jointly with
others,during the course of Work. In addition,UNT shall promptly notify the City and
TCEQ of all intellectual property which UNT 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.
c. Failure to Protect Intellectual Property. UNT shall not produce any intellectual property
in performance of this Work except for the data and presentation of data as defined in the
Work. If City and/or TCEQ provides a written request for UNT to protect such Work
with copyright registration,UNT shall file such protection if it determines such
registration is needed. If UNT fails to protect such copyrightable materials produced in
the course of performing the Work, the City and/or TCEQ shall have full authority to
protect, assume and retain all intellectual property rights in such works, and hereby
provides UNT an unrestricted,royalty-free,non-exclusive right to use,perform, create
copies and derivative works, and distribute same of such materials for any use.
d. Non-Interference with Intellectual Property Rights of City and TCEQ. UNT agrees that
UNT, 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
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UNT 16-17 Contract
City of TCEQ, except in the course of performing the work,unless UNT 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 UNT or UNT's employees, subcontractors, or subcontractor's employees
during the course of performing the Work UNT 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. UNT 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. UNT shall be provided such modifications and the City and TCEQ
hereby grants UNT the same rights to use and modify these modifications as UNT
granted to the City and TCEQ in Article 8.e. Grant License herein.
g. Compliance with Applicable Laws and Regulations. UNT shall comply with all laws and
regulations relating to intellectual property.
h. Representations Relating to Intellectual Property Rights. UNT represents to the City and
TCEQ that UNT will not knowlingly infringe any intellectual property right of any third
party. UNT further represents to the City and TCEQ that in the course of performing the
work it will not knowingly use or possess any intellectual property owned by a third party
without paying any required royalty or patent fees. UNT represents 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 not knowingly constitute an
infringement or other violation of any intellectual property right of any third party. UNT
represents 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 UNT.Except
as permitted in this agreement and the Grant,UNT shall not knowingly 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. UNT
represents 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
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UNT 16-17 Contract
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.UNT shall acknowledge the City and TCEQ, the UNT
investigator,the nature of the program, and the dollar value of the agreement in UNT records and
reports.Any reports and other documents completed as part of this agreement,other than
documents prepared exclusively for internal organizational use by UNT, shall carry the
following notation on the front cover or title page:
"PREPARED IN COOPERATION WITH TEXAS COMMISSION ON ENVIRONMENTAL
QUALITY AND 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 UNT.
a. UNT 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. UNT 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 UNT or its subcontractors in not in place or
currently in use, UNT 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. UNT 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 reconciled with the appropriate property records. Property control
procedures utilized by UNT shall include adequate safeguards to prevent loss,damage,or
theft of acquired property. Any loss, damage or theft shall be investigated. UNT 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.
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UNT 16-17 Contract
(1) Equipment shall be used by UNT 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 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) UNT 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, UNT 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,UNT and subgrantees must
notify the TCEQ.TCEQ may require UNT 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,UNT 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. Either party to the Agreement may change such name and address by
notice to the other in accordance herewith,and any change shall take effect immediately upon
receipt of the notice.
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UNT 16-17 Contract
UNT:
University of North Texas
Office of Grants and Contracts Administration
Attention: Julie Satagaj
1155 Union Circle#305250
Denton,TX 76203-5017
Telephone: 940-369-5913
Fax: 940-565-4277
City:
City of Corpus Christi
Attn: Sharon Bailey Lewis
P.O. Box 9277
Corpus Christi, TX. 78469-9277
Telephone: (361) 826-4066
Fax: (361) 880-3501
12. Export Administration.
a. It is understood that UNT 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 UNT 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 UNT,ITS EMPLOYEES, OR THIRD PERSONS,
OTHER THAN CITY'S EMPLOYEES,FOR DAMAGE RESULTING FROM OR
ARISING OUT OF THE ACTIVITIES OF UNT PERSONNEL UNDER THIS
AGREEMENT,AND UNT AGREES,TO THE EXTENT PERMITTED BY SECTION 49,
ARTICLE HI OF THE CONSTITUTION OF THE STATE OF TEXAS,TO HOLD CITY
HARMLESS FROM ANY AND ALL CLAIMS.IT IS ALSO UNDERSTOOD THAT UNT
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 UNT EMPLOYEES,
AND CITY AGREES,TO THE EXTENT PERMITTED BY SECTION 49,ARTICLE III
OF THE CONSTITUTION OF THE STATE OF TEXAS,TO HOLD UNT HARMLESS
FROM ANY AND ALL CLAIMS.
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UNT 16-17 Contract
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 UNT 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 UNT by $25,000 or more 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 UNT 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.
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,UNT, 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 UNT.
18. VENUE. UNT 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
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UNT 16-17 Contract
County. UNT 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, UNT agrees to venue in
Nueces County. This provision does not waive the City's or UNT'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.
UNIVERSITY OF NORTH TEXAS
By:
Dr. Thomas I oy
Vice Presid. ' or Research and Economic Development
Date: 2 / 1 I CO
IV `0 3V-14
CITY OF CORPUS CHRISTI
' ..N..N
By: e•-)614116-2
c7%av
Ron Olson
City Manager
Date: 'f. /v. /b
rd
ATTEST MF cAA196 y: 4
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Liga Apgar
c,.=.ic+.ant Cit', Attorney
Rebecca Huerta :or City Attorney
City Secretary
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UNT 16-17 Contract