HomeMy WebLinkAboutResolution - 5765 - Contracts - TTU - 02_12_1998RESOLUTION NO. 5765
Item 29
February 12, 1998
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock two contracts by and
between the City of Lubbock and Texas Tech University. Said contracts are attached
hereto, and incorporated in this resolution as if fully set forth herein and shall be
included in the minutes of the City Council.
Passed by the City Council this 12th day of February 1998.
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ATTEST:
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KayHe Darnell
City'Secretary
APPROVED AS TO CONTENT:
Richard Burdine
Assistant City Manager
APPROVED AS TO FORM:
William de Haas
Assistant City Attorney
a,
RESOLUTION N0. 5765
MU3837B- Item #29
February 12, 1998
CITY OF LUBBOCK
CONTRACT FOR
RENOVATION AND IMPROVEMENT OF BUILDING #555, REESE CENTER
STATE OF TEXAS §
COUNTY OF LUBBOCK §
SECTION 1. PARTIES TO CONTRACT
This contract (hereinafter referred to as "Contract") is made and entered into by and between the
City of Lubbock, a Municipal Corporation of the State of Texas, hereinafter referred to as "City,"
and Texas Tech University, an agency of the State of Texas, (hereinafter referred to as
"Contractor"). The parties hereto have severally and collectively agreed and by the execution
hereof are bound to the mutual obligations and to the performance and accomplishment of the
tasks described herein.
SECTION 2. CONTRACT PURPOSE
Contractor shall conduct, in a satisfactory manner as determined by City, an economic
development project (hereinafter referred to as the "Project") to renovate and improve Building
#555 and City shall carry out a sewer interconnect project at Reese Center, formerly known as
Reese Air Force Base, Lubbock, Texas. Building #555 and the sewage system are hereinafter
collectively referred to as the "Facility." The City will provide support for the Project in the
amount of $1,780,000.00 to renovate and improve Building #555, and $220,000.00 to carry out a
sewer interconnect through a Defense Economic Adjustment Assistance Grant (DEAAG), as
created by the 75th Texas Legislature to provide state funding for the purpose of acquiring
federal grant assistance or sharing the cost of redevelopment of communities that have been
adversely affected by defense downsizing. The grant program is authorized by Senate Bill 227
of the 75th Texas Legislature, that adds Chapter 486 to the Texas Government Code. Section
174 of the Texas Administrative Code contains the rules under which the program is
implemented. This Project complements a separate economic development project in which
similar funds have been provided for the purchase of capital equipment for the Facility
(hereinafter referred to as the "Equipment Purchase Project").
SECTION 3. CONTRACT PERIOD
This Contract shall commence on December 19, 1997, and shall terminate on August 31, 1999,
upon completion of the Project as defined by Section 16 of this Contract.
SECTION 4. CONTRACTOR PERFORMANCE
A. Contractor shall conduct and complete the Project in a satisfactory manner as determined
by City.
B. Contractor shall comply with all applicable laws and regulations, and shall perform all
activities in accordance with the terms of the Special Conditions specified in Section 16
of this Contract, and with all other terms, provisions, and requirements set forth in this
Contract.
C. No more than ten percent (10%) of contract funds disbursed pursuant to this Contract
may be applied towards administrative costs. The acceptability of costs incurred for
performances rendered hereunder shall be determined in accordance with this Contract.
SECTION 5. CITY OBLIGATIONS
A. Measure of Liability
In consideration of full and satisfactory performance of activities required by Section 4 of
this Contract, City will disburse DEAAG funds to Contractor in the amounts and at the
times specified by the Special Conditions detailed in Section 16 of this Contract, and
subject to the limitations set forth in this Section 5.
1. It is expressly understood and agreed by the parties hereto that City's obligations
under this Section are contingent upon the actual receipt of adequate state funds
to meet City's liabilities under this Contract. If adequate funds are not available to
make payments under this Contract, City will notify Contractor in writing within
a reasonable time after such fact is determined.
2. City may terminate this Contract after written notice to Contractor of
noncompliance with the terms of this Contract and Contractor's failure to cure
such noncompliance within forty-five (45) days. City will not be liable for failure
to make payments to Contractor under this Contract after such termination.
3. City will not be liable to Contractor for any costs incurred by Contractor or for
any performances rendered by Contractor which are not strictly in accordance
with the terms of this Contract.
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4. City will not be liable for costs incurred or performances rendered by Contractor
before commencement of this Contract or after termination of this Contract,
except as may be specifically set forth in this Contract.
B. Excess Payments
Contractor shall refund to City any sum of money paid to Contractor by City, which City
determines is an overpayment to Contractor, or which City determines was not spent by
Contractor strictly in accordance with the terms of this Contract. No refund payment(s)
may be made from local, state, or federal grant funds unless statute or regulation
specifically permits repayment with grant funds. Contractor shall make such refund to
City within thirty (30) calendar days after City requests such refund.
C. Limit of Liability
Notwithstanding any other provision of this Contract, the total of all payments and other
obligations incurred by City under this Contract will not exceed the sum of One Million
Seven Hundred Eighty Thousand and No/100 Dollars ($1,780,000).
SECTION 6. RETENTION AND ACCESSIBILITY OF RECORDS
A. Contractor shall maintain fiscal records and supporting documentation for all
expenditures of funds made under this Contract in a manner that conforms to this
Contract. Such records shall include data on the racial, ethnic, and gender characteristics
of persons who are applicants for, participants in, or beneficiaries of the funds provided
under this Contract. Contractor shall retain such records, and any supporting
documentation, for the greater of four years from the end of the contract period, or the
period required by other applicable laws and regulations.
B. Contractor shall give the City, its designee, or any of their duly authorized
representatives, access to and the right to examine all books, accounts, records, audit
reports, reports, files, documents, written or photographic material, videotape and other
papers, things, or property belonging to or in use by Contractor pertaining to this
Contract, including records concerning the past use of DEAAG funds. Such rights to
access shall continue as long as the records are retained by Contractor. Failure to provide
reasonable access to authorized City representatives shall give the City the right to
terminate the Contract, or any portion thereof, for reason of default. All records and other
information shall be retained for audit purposes until such audits or other administrative,
civil or criminal matters, including but not limited to investigations, lawsuits,
administrative inquiries and open record requests are completed. Contractor agrees to
maintain such records in an accessible location and to provide citizens reasonable access
to such records consistent with the Texas Public Information Act.
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C. Access to records under this Section 6 are subject to the Family Educational Rights and
Privacy Act of 1974 (FERPA). Where made necessary by operation of FERPA,
Contractor shall provide requested information from an alternative source or from
appropriately redacted sources.
D. Contractor shall include the substance of this Section 6 in all subcontracts.
SECTION 7. MONITORING
City reserves the right to perform periodic on -site monitoring of Contractor's compliance with
the terms and conditions of this Contract, and of the adequacy and timeliness of Contractor's
performances under this Contract. After each monitoring visit, City will provide Contractor with
a written report of the monitor's findings. If the monitoring report notes deficiencies in
Contractor's performances under the terms of this Contract, the monitoring report shall include
requirements for the timely correction of such deficiencies by Contractor. Failure by Contractor
to take action specified in the monitoring report may be cause for suspension or termination of
this Contract, as provided in Sections 14 and 15 of this Contract.
SECTION 8. INDEPENDENT CONTRACTOR
It is expressly understood and agreed by the parties hereto that City is contracting with
Contractor as an Independent Contractor, and that Contractor, its employees and subcontractors
are not employees of the City.
SECTION 9. CONFLICT OF INTEREST
A. Contractor shall ensure that no employee, officer, or agent of Contractor shall participate
in the selection, award or administration of a subcontract supported by funds provided
hereunder if a conflict of interest, real or apparent, would be involved. Such conflict of
interest would arise when: (1) the employee, officer, or agent; (2) any member of his or
her immediate family; (3) his or her partner; or, (4) any organization which employs, or is
about to employ any of the above, has a financial or other interest in the firm or person
selected to perform the subcontract.
B. Except for eligible administrative or personnel costs, no employee, agent, consultant,
officer, or elected or appointed official, of either Contractor or of a subcontractor, who
exercises or has exercised any functions or responsibilities or is in a position to
participate in decisionmaking or gain inside information in regard to the activities
involved in the Project, shall be permitted to have or obtain a financial interest in or
benefit from the Project or any contract, subcontract or agreement with respect thereto, or
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the proceeds thereunder, either for themselves or those with whom they have family or
business ties. This prohibition shall remain in effect for the duration of the prohibited
relationship plus one calendar year thereafter.
C. Contractor shall include the substance of this Section 9 in all subcontracts.
SECTION 10. NONDISCRIMINATION AND SECTARIAN ACTIVITY
A. Contractor shall ensure that no person shall on the ground of race, color, national origin,
religion, sex, age, or handicap be excluded from participation in, be denied the benefits
of, be subjected to discrimination under or be denied access to any program or activity
funded in whole or in part with funds made available under this Contract.
B. None of the performances rendered by Contractor under this Contract shall involve, and
no portion of the funds received by Contractor under this Contract, shall be used in
support of any sectarian or religious activity, nor shall any facilities used in the
performance of this Contract be used for sectarian instruction or as a place of religious
worship.
C. Contractor shall include the substance of this Section 10 in all subcontracts.
SECTION 11. LEGAL AUTHORITY
A. Contractor assures and guarantees that Contractor possesses the legal authority to enter
into this Contract, receive funds authorized by this Contract, and to perform the services
Contractor has obligated itself to perform hereunder.
B. The person or persons signing and executing this Contract on behalf of Contractor, or
representing themselves as signing and executing this Contract on behalf of Contractor,
do hereby warrant and guarantee that he, she or they have been duly authorized by
Contractor to execute this Contract on behalf of Contractor and to validly and legally
bind Contractor to all terms, performances, and provisions herein set forth.
C. City will have the right to suspend or terminate this Contract if there is a dispute as to the
legal authority of either Contractor or the person signing this Contract to enter into this
Contract, any amendments hereto or to render performances hereunder. Contractor is
liable to City for any money it has received from City for performance of the provisions
of this Contract, if City has suspended or terminated this Contract for reasons enumerated
in this Section 11.
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SECTION 12. LITIGATION AND CLAIMS
A. Contractor shall give City immediate notice in writing of any action, including any
proceeding before an administrative agency, filed against Contractor arising out the
performance of any subcontract hereunder. Except as otherwise directed by City,
Contractor shall furnish immediately to City copies of all pertinent papers received by
Contractor with respect to such action or claim. Contractor shall notify the City
immediately of any legal action filed against the Contractor or any subcontractor, or of
any proceeding filed under the federal bankruptcy code. Contractor shall submit a copy
of such notice to City within 30 calendar days after receipt. No funds provided under this
Contract may be used in the payment of any costs incurred from violations or settlements
of or failure to comply with federal and state regulations.
B. Contractor hereby agrees, insofar as Texas law allows, to indemnify and hold
harmless City, its Governing Body members, officers, agents and employees, and the
City of Lubbock, its officers, agents and employees from any and all losses, costs,
damages, expenses, and liabilities of whatsoever nature (including, but not limited
to, attorney's fees, litigation and court costs, amounts paid in settlement, and
amounts paid to discharge judgments) directly or indirectly resulting from, arising
out of, or related to the performance of this Contract by Contractor, or the design,
construction, installation, operation, use, occupancy, maintenance, or ownership of
the Facility.
SECTION 13. CHANGES AND AMENDMENTS
A. Except as specifically provided otherwise in this Contract, any alterations, additions, or
deletions to the terms of this Contract shall be by amendment hereto in writing and
executed by both parties to this Contract.
B. It is understood and agreed by the parties hereto that performances under this Contract
shall be rendered in accordance with the laws and rules governing Defense Economic
Adjustment Assistance Grants, and the terms and conditions of this Contract. City may,
during the contract period, issue policy directives which serve to establish, interpret, or
clarify performance requirements under this Contract. Such policy directives will be
promulgated by City, shall have the effect of qualifying the terms of this Contract and
shall be binding upon Contractor, as if written herein, provided however that said policy
directives and any amendments shall not alter the terms of this Contract so as to release
City from any obligation specified in Section 5 of this Contract to reimburse costs
incurred by Contractor prior to the effective date of said amendments or policy directives.
C. Any alterations, additions, or deletions to the terms of this Contract required by changes
in state law or regulations are automatically incorporated into this Contract without
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written amendment hereto, and shall become effective on the date designated by such law
or regulation.
SECTION 14. SUSPENSION
A. Notwithstanding the provisions of Chapter 2251 of the Texas Government Code, in the
event Contractor fails to comply with any term of this Contract, City may, after written
notice to Contractor of noncompliance with the terms of this Contract and Contractor's
failure to cure such noncompliance within forty-five (45) days, suspend this Contract in
whole or in part, withhold further payments to Contractor, and prohibit Contractor from
incurring additional obligations of funds under this Contract.
B. A suspension under this Section 14 may be lifted only at the sole discretion of the City
upon a showing of compliance with or written waiver by City of the term(s) in question.
C. City will not be liable to Contractor or to Contractor's creditors for costs incurred during
any term of suspension of this Contract.
SECTION 15. TERMINATION
A. City will have the right, after written notice to Contractor of noncompliance with any
term of this Contract and Contractor's failure to cure such noncompliance within forty-
five (45) days, to terminate this Contract, in whole or in part, at any time before the date
of completion specified in Section 3 of this Contract. In the case of partial termination,
the written notice shall identify the portion of the Contract to be terminated.
B. Upon termination or receipt of notice to terminate, whichever occurs first, Contractor
shall cancel, withdraw, or otherwise terminate any outstanding orders or subcontracts
related to the performance of this Contract or the part of this Contract to be terminated,
and shall cease to incur costs thereunder. City will not be liable to Contractor or to
Contractor's creditors for costs incurred after the effective date of termination of this
Contract.
C. Notwithstanding any exercise by City of its right of suspension under Section 14 of this
Contract, or of early termination pursuant to this Section 15, Contractor shall not be
relieved of any liability to City for damages due to City by virtue of any breach of this
Contract by Contractor. City may withhold payments to Contractor until such time as the
exact amount of damages due to City from Contractor is agreed upon or is otherwise
determined.
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SECTION 16. SPECIAL CONDITIONS
A. The total amount of funds provided for this Contract, in the amount of Two Million
Dollars ($2,000,000.00, hereinafter referred to as "Contract Funds"), shall be disbursed
for the completion of two tasks: the renovation of Building #555 (hereinafter referred to
as the "Renovation Project"); and the construction of a sewer reconnect (hereinafter
referred to as the "Sewer Project'). One Million, Seven Hundred and Eighty Thousand
Dollars ($1,780,000.00) shall be allocated to the Renovation Project, and the remaining
Two Hundred and Twenty Thousand ($220,000.00) shall be allocated to the Sewer
Project.
Contractor shall, within nine (9) months of the effective date of this Contract, submit the
following to City prior to the initial disbursement of Contract Funds, which shall equal
fifty percent (50%) of the total amount of funds allocated to the Renovation Project:
1. Copies of plans and specifications for the Renovation Project, specifically the
renovation of Building #555 to meet the needs of The Institute of Environmental
and Human Health. This renovation shall include, at a minimum, upgrading and
expanding the heating, ventilation, and air conditioning system, and limited
construction as necessary to install sprinklers and partitions, lower ceilings, and
make other general improvements. Further improvements will be undertaken on a
priority basis.
2. Copies of the following documentation:
a. Final application for funding as submitted to the Economic Development
Administration, as specified in Section 17 of this Contract;
b. Memoranda from the chief financial officers of Texas Tech University,
Market Lubbock, Inc., Texas Tech University Health Sciences Center, and
the City of Lubbock, committing funds as specified in Section 17 of this
Contract;
C. Lease and Furtherance of Conveyance from the U.S. Department of
Defense, for "in kind" funding as specified in Section 17 of this Contract.
3. A letter identifying a person authorized by Contractor for the purpose of
requesting and receiving funds from the City.
4. A copy of the administration contract, if one is contracted.
C. City shall, within nine (9) months of the effective date of this Contract, and prior to the
initial disbursement of fifty percent (50%) of the total amount of Contract Funds
allocated to the Sewer Project, provide copies of plans and specifications for the Sewer
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Project, specifically the construction of a sewer reconnect at Reese Center. This
construction shall involve, at a minimum, the disconnection of the Reese sewer system
from the existing sewage treatment plant, the reconnection to the City of Lubbock's
sanitary sewer system for transport to the Lubbock Southeast Wastewater Reclamation
Plant, and the construction of a new lift station to effect the reconnection.
D. Contractor shall satisfy the following Special Conditions, in addition to the Special
Conditions defined in Section 16B of this Contract, prior to the second disbursement of
Contract Funds allocated to the Renovation Project, which shall equal forty percent
(40%) of the total amount of Contract Funds allocated to the Renovation Project:
1. Contractor shall provide a copy of an invoice showing fifty percent (50%)
completion of the Renovation Project, with a certificate stamped and signed by
the architect or engineer responsible.
2. Contractor shall provide documentation to City indicating that the plans and
specifications for construction of improvements or renovation of the Facility have
been reviewed and approved by the Texas Department of Licensing and
Regulation (TDLR) with regard to the elimination of architectural barriers
encountered by persons with disabilities as specified in
TEX.REV.CIV.STAT.ANN.art.9102 and the rules promulgated thereunder. If the
TDLR has not issued approval within thirty (30) days of its receipt of the plans
and specifications, the operation of this condition may be temporarily suspended
pending such approval by submitting proof of mailing and a legible photocopy of
both sides of a canceled check. The plans and specifications shall be sent to the
Texas Department of Licensing and Regulations, Architectural Barriers Division,
P.O. Box 12157,Austin, Texas 78711, and shall be identified as a project being
financed through the Texas Department of Economic Development.
E. City shall satisfy the following Special Conditions, in addition to the Special Conditions
defined in Section 16C of this Contract, prior to the second disbursement of Contract
Funds allocated to the Sewer Project, which shall equal forty percent (40%) of the total
Contract Funds allocated to the Sewer Project:
1. City shall provide a copy of an invoice showing fifty percent (50%) completion of
the Sewer Project, with a certificate stamped and signed by the architect or
engineer responsible.
2. City shall provide documentation to the Texas Department of Economic
Development that the plans and specifications for the lift station and sewer
interconnect have been reviewed and when applicable, approved by the Texas
Natural Resource Conservation Commission ("TNRCC") prior to construction.
Where TNRCC approval is required, necessary applications and materials shall be
sent by Contractor to the Texas Natural Resource Conservation Commission,
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Watershed Management Division. P.O. Box 12100, Park 35 Circle, Austin, Texas
78753, and shall be identified as activities being financed through the Texas
Department of Economic Development.
F. Contractor shall satisfy the following Special Conditions, in addition to satisfying the
Special Conditions defined in Section 16 B and D, prior to the final disbursement of the
remaining ten percent (10%) of Contract Funds allocated to the Renovation Project:
1. Contractor shall have completed all modifications and renovations to the Facility
as described in plans and specifications originally submitted to the City.
2. Contractor shall submit a Certificate of Completion to City no later than forty-five
(45) calendar days after the conclusion of Facility modifications and construction.
The Certificate of Completion shall include a final Renovation Project
Completion Report of all activities performed under this Contract.
G. City shall satisfy the following Special Conditions, in addition to satisfying the Special
Conditions defined in Section 16 C and E, prior to the final disbursement of the
remaining ten percent (10%) of Contract Funds allocated to the Sewer Project:
1. City shall have completed all work on the Sewer Project as described in plans and
specifications originally submitted to the Texas Department of Economic
Development, and the sewer interconnect system shall be substantially
operational; and,
2. City shall submit a Certificate of Completion to the Texas Department of
Economic Development no later than sixty (60) calender days after the conclusion
work on the Sewer Project. The Certificate of Completion shall include a final
Project Completion Report of all activities performed under this Contract.
H. The Contractor shall provide milestones and updates on a semi-annual basis, including
photographs where appropriate, prior to completion of the total Project (as marked by the
release of the final installment of Contract Funds by the Texas Department of Economic
Development).
1. Contractor shall ensure that City is provided with a certified engineering or
architectural assessment of the Renovation Project on a semi-annual basis.
2. The Contractor shall provide base line and semi-annual data on the impact of the
Project on the local economy over a four-year period beginning with the
completion of the Project.
3. The Contractor shall provide base line and semi-annual data on full-time jobs
generated by the Project and data on the employment of dislocated defense and
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economically disadvantaged workers beginning with initial occupancy of the
Facility.
4. The Contractor shall provide semi-annually, copies of payroll documents
verifying the number of employees during the construction phase of the Project.
Upon completion of the Project, the Contractor shall provide payroll documents
indicating the number of full-time jobs created over the course of the construction
phase of the Project.
5. In addition to the limitations on liability otherwise specified in this Contract, it is
expressly understood and agreed by the parties hereto that if Contractor fails to
submit to City in a timely and satisfactory manner any report required by this
Contract, City may, at its sole option and in its sole discretion, withhold any or all
payments otherwise due or requested by Contractor hereunder. If City withholds
such payments, it will notify Contractor in writing of its decision and the reasons
therefore. Payments withheld pursuant to this paragraph may be held by City
until such time as the delinquent obligations for which funds are withheld are
fulfilled by Contractor.
I. In the event the Contractor fails to complete the Project or comply with any provision as
specified in this Contract, the Contractor may be liable to the City for an amount not to
exceed the maximum obligation under this Contract, and may be barred from applying for
or receiving additional funding under the DEAAG program until repayment is made and
any other compliance or audit findings are resolved and/or the job generation
requirements of this Section 16 are fulfilled.
J. Job Generation Requirements
1 . Within two years of the completion of the Project, as marked by the release of the
final installment of Contract Funds by the Texas Department of Economic
Development, Contractor shall ensure and demonstrate to the City that the
completion of the Facility under this Project and the Equipment Purchase Project
together shall generate a minimum of sixty-eight (68) new, direct, permanent full-
time jobs.
2. In the event the Contractor fails to ensure the creation and retention of new jobs as
required by this Section 16, City shall receive a recoupment of funds from
Contractor equal to the lesser of
a. A prorated share of the Contract Funds allocated to the Renovation
Project, One Million Seven Hundred Eighty Thousand dollars
($1,780,000.00), for each of the minimum number of new, direct,
permanent full-time jobs required in this Contract (68) not created and in
existence on the second anniversary of the completion of the Project; or
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b. Fifty percent (50%) of the Contract Funds One Million Seven Hundred
Eighty Thousand dollars ($1,780,000.00).
3. For purposes of this Contract:
a. Job creation and retention rates must be evidenced by satisfactory
documentation, such as copies of payroll documents, as required by the
City.
b. The number of jobs counted will include jobs directly related to the Project
that are already filled by staff, faculty, and graduate students prior to the
effective date of this Contract.
C. A "full-time" job is one requiring a minimum of forty (40) hours per week.
Any job requiring less than forty hours per week is considered "part-time,"
and shall be counted towards the minimum job creation and retention
requirement in its proportion to a 40-hour work week (e.g., an employee
working a 20 hour week =1/2 of a full time employee, a 30 hour week = 3/4
of a full-time employee).
K. Contractor shall provide City with copies of all reports required by the Economic
Development Administration (EDA) pursuant to the terms of the grant of EDA funds to
the Project, within 30 days of their submission to the EDA.
L. Contractor shall provide City with copies of all final contracts and agreements from
funding sources as specified in Section 17 of this Contract.
SECTION 17. FUNDING SOURCES:
Funding Type
Specific Source Name
Amount of Funding
Total
Federal Funding
Economic
$1,320,000
$2,320,000
Defense Conversion
Development
Administration
-
---------------------------
Department of
---------------------------
$1,000,000
Defenses
Texas Defense
Texas Department of
$2,000,000
$2,000,000
Economic Adjustment
Economic
Assistance Grant
Development
' Pending availability of funds from this source. Should these funds not become available from this source,
Contractor shall ensure this funding amount ($1,000,000) is met.
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Local Community
Texas Tech
$2,000,000
$2,700,000
Funding
University Higher
Education Assistance
Fund/ Education and
General Fund
---------------------------
Texas Tech
---------------------------
$250,000
University Health
Sciences Center
---------------------------
Market Lubbock, Inc.
---------------------------
$230,000
---------------------------
City of Lubbock
---------------------------
$220,000
Assistance from Other
Department of
$4,105,000
$4,105,000
Sources
Defense
SECTION 18. SUBCONTRACTS
A. Contractor shall ensure that the performance rendered under all subcontracts complies
with all terms and provisions of this Contract as if such performance were rendered by
Contractor. Contractor shall bear full responsibility for performance by all
subcontractors.
B. Contractor, in subcontracting any of the performances hereunder, expressly understands
that in entering into such subcontracts, City is in no way liable to Contractor's
subcontractor(s).
C. Contractor assures and shall obtain assurances from all of its subcontractors where
applicable, that no person shall, on the grounds of race, creed, color, disability, national
origin, sex or religion, be excluded from, be denied the benefit of, or be subjected to
discrimination under any program or activity funded in whole or in part under this
Contract.
D. As subcontracts and supplier contracts become necessary to carry out the requirements of
this Contract, Contractor covenants to make a good faith effort to contract with
historically underutilized (disadvantaged) businesses so certified by the State of Texas, as
that term is identified by Section 481.101, Texas Government Code. Contractor shall
make a good faith effort to let at least thirty percent (30%) of the total value of all
subcontracts and supplier contracts for the performance of this Contract to historically
underutilized (disadvantaged) businesses.
2 Represents "in kind" contribution, specifically, land, structures, improvements, and equipment.
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SECTION 19. DEBARMENT
By signing this Contract, Contractor certifies that it will not award any funds provided under this
Contract to any party which is debarred, suspended or otherwise excluded from or ineligible for
participation in assistance programs. Contractor further certifies that it is not ineligible under
Section 231.006 of the Texas Family Code to receive the specified grant, loan, or payment and
acknowledges that this Contract may be terminated and payment may be withheld if this
certification is inaccurate.
SECTION 20. WAIVER
It is expressly understood and agreed by the parties hereto that any right or remedy provided for
in this Contract shall not preclude the exercise of any other right or remedy under this Contract
or under any provision of law, nor shall any action taken in the exercise of any right or remedy
be deemed a waiver of any other rights or remedies. Failure to exercise any right or remedy
hereunder shall not constitute a waiver of the right to exercise that or any other right or remedy at
any time.
SECTION 21. NON -ASSIGNMENT
This Contract is not assignable. Notwithstanding any attempt to assign the Contract, Contractor
shall remain fully liable on this Contract and shall not be released from performing any of the
terms, covenants, and conditions of this Contract. Contractor shall be held responsible for all
funds received under this Contract.
SECTION 22. ORAL AND WRITTEN AGREEMENTS
All oral and written agreements between the parties to this Contract relating to the subject matter
of this Contract that were made prior to the execution of this Contract have been reduced to
writing and are contained in this Contract.
SECTION 23. AUTHORIZED RELIEF FROM PERFORMANCE (Force majeure)
City may grant relief from performance of the Contract if the Contractor is prevented from
compliance and performance by an act of war, order of legal authority, act of God, or other
unavoidable cause not attributed to the fault or negligence of the Contractor. The burden of
proof for the need for such relief shall rest upon the Contractor. To obtain release based upon
force majeure, the Contractor must file a written request with the City.
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SECTION 24. VENUE
For purposes of litigation pursuant to this Contract, venue shall lie in Lubbock County, Texas.
SECTION 25. NON -OVERLAPPING REUSE
Contractor shall not participate in an overlapping reuse, except administrative functions, of the
premises. Overlapping reuse shall be defined as an activity similar or the same nature as a prior
activity or use of the premises. To that end, Contractor shall not dispose, or release, or allow the
disposal or release of any (i) hazardous substance, as defined in 42 U.S.C. 9601 (14), as same
may be amended; (ii) any materials containing hazardous substances; and/or (iii) petroleum or
petroleum derivatives, of the same or similar nature, in any way, manner or form, as those
disposed, and/or released by any prior owner, lessee or operator of the premises.
WITNESS OUR HANDS, EFFECTIVE DECEMBER 19,1997:
. rs
ATTEST:
'a Darnell
City retary
APPROVED AS TO CONTENT:
/a"'zry &a-z -
Richard Burdine
Assistant City Manager
15
ATTEST:
APPROVED AS TO FORM:
4 /,vo,
William de Haas
Assistant City Attorney
16
RESOLUTION NO. 5765
MU3837A Item #29
February 12, 1998
CITY OF LUBBOCK
CONTRACT FOR
PURCHASE OF CAPITAL EQUIPMENT FOR BUILDING #555, REESE CENTER
STATE OF TEXAS §
COUNTY OF LUBBOCK §
SECTION 1. PARTIES TO CONTRACT
This contract (hereinafter referred to as "Contract") is made and entered into by and between the
City of Lubbock, a Municipal Corporation of the State of Texas, hereinafter referred to as "City,"
and Texas Tech University, an agency of the State of Texas, (hereinafter referred to as
"Contractor"). The parties hereto have severally and collectively agreed and by the execution
hereof are bound to the mutual obligations and to the performance and accomplishment of the
tasks described herein.
SECTION 2. CONTRACT PURPOSE
Contractor shall conduct, in a satisfactory manner as determined by City, an economic
development project (hereinafter referred to as the "Project") to purchase capital equipment
necessary to equip Building # 555 (hereinafter referred to as the "Facility") at Reese Center in
Lubbock, Texas (formerly known as Reese Air Force Base) to meet the needs of The Institute of
Environmental and Human Health (TIEHH). The City will provide support for the Project
through a Defense Economic Adjustment Assistance Grant (DEAAG), as created by the 75th
Texas Legislature to provide state funding for the purpose of acquiring federal grant assistance or
sharing the cost of redevelopment of communities that have been adversely affected by defense
downsizing. The grant program is authorized by Senate Bill 227 of the 75th Texas Legislature,
that adds Chapter 486 to the Texas Government Code. Section 174 of the Texas Administrative
Code contains the rules under which the program is implemented. This Project complements a
separate economic development project in which similar funds have been provided for the
renovation and improvement of the Facility, as well as the implementation of a sewer
interconnect project (hereinafter referred to as the "Initial Renovation Project").
SECTION 3. CONTRACT PERIOD
This Contract shall commence on December 19, 1997, and shall terminate on August 31, 1999,
upon completion of the Project as defined by Section 16 of this Contract.
SECTION 4. CONTRACTOR PERFORMANCE
A. Contractor shall conduct and complete the Project in a satisfactory manner as determined
by City.
B. Contractor shall use grant funds solely for the purchase of capital equipment only.
C. Contractor shall comply with all applicable laws and regulations, and shall perform all
activities in accordance with the terms of the Special Conditions specified in Section 16
of this Contract, and with all other terms, provisions, and requirements set forth in this
Contract.
D. No more than ten percent (10%) of contract funds disbursed pursuant to this Contract
may be applied towards administrative costs. The acceptability of costs incurred for
performances rendered hereunder shall be determined in accordance with this Contract.
SECTION 5. CITY OBLIGATIONS
A. Measure of Liability
In consideration of full and satisfactory performance of activities required by Section 4 of
this Contract, City will disburse DEAAG funds to Contractor in the amounts and at the
times specified by the Special Conditions detailed in Section 16 of this Contract, and
subject to the limitations set forth in this Section 5.
1. It is expressly understood and agreed by the parties hereto that City's obligations
under this Section are contingent upon the actual receipt of adequate state funds to
meet City's liabilities under this Contract. If adequate funds are not available to
make payments under this Contract, City will notify Contractor in writing within
a reasonable time after such fact is determined.
2. City may terminate this Contract after written notice to Contractor of
noncompliance with the terms of this Contract and Contractor's failure to cure
such noncompliance within forty-five (45) days. City will not be liable for failure
to make payments to Contractor under this Contract after such termination.
3. City will not be liable to Contractor for any costs incurred by Contractor or for
any performances rendered by Contractor which are not strictly in accordance
with the terms of this Contract.
4. City will not be liable for costs incurred or performances rendered by Contractor
before commencement of this Contract or after termination of this Contract,
except as may be specifically set forth in this Contract.
2
B. Excess Payments
Contractor shall refund to City any sum of money paid to Contractor by City, which City
determines is an overpayment to Contractor, or which City determines was not spent by
Contractor strictly in accordance with the terms of this Contract. No refund payment(s)
may be made from local, state, or federal grant funds unless repayment with grant funds is
specifically permitted by statute or regulation. Such refund shall be made by Contractor to
City within thirty (30) calendar days after such refund is requested by City.
C. Limit of Liability
Notwithstanding any other provision of this Contract, the total of all payments and other
obligations incurred by City under this Contract will not exceed the sum of Two Million
and No/100 Dollars ($2,000,000).
SECTION 6. RETENTION AND ACCESSIBILITY OF RECORDS
A. Contractor shall maintain fiscal records and supporting documentation for all
expenditures of funds made under this Contract in a manner that conforms to this
Contract. Such records shall include data on the racial, ethnic, and gender characteristics
of persons who are applicants for, participants in; or beneficiaries of the funds provided
under this Contract. Contractor shall retain such records, and any supporting
documentation, for the greater of four years from the end of the contract period, or the
period required by other applicable laws and regulations.
B. Contractor shall give the City, its designee, or any of their duly authorized
representatives, access to and the right to examine all books, accounts, records, audit
reports, reports, files, documents, written or photographic material, videotape and other
papers, things, or property belonging to or in use by Contractor pertaining to this
Contract, including records concerning the past use of DEAAG funds. Such rights to
access shall continue as long as the records are retained by Contractor. Failure to provide
reasonable access to authorized City representatives shall give the City the right to
terminate the Contract, or any portion thereof, for reason of default. All records and other
information shall be retained for audit purposes until such audits or other administrative,
civil or criminal matters, including but not limited to investigations, lawsuits,
administrative inquiries and open record requests are completed. Contractor agrees to
maintain such records in an accessible location and to provide citizens reasonable access
to such records consistent with the Texas Public Information Act.
C. Access to records under this Section 6 are subject to the Family Educational Rights and
Privacy Act of 1974 (FERPA). Where made necessary by operation of FERPA,
Contractor shall provide requested information from an alternative source or from
appropriately redacted sources.
3
D. Contractor shall include the substance of this Section 6 in all subcontracts.
SECTION 7. MONITORING
City reserves the right to perform periodic on -site monitoring of Contractor's compliance with
the terms and conditions of this Contract, and of the adequacy and timeliness of Contractor's
performances under this Contract. After each monitoring visit, City will provide Contractor with
a written report of the monitor's findings. If the monitoring report notes deficiencies in
Contractor's performances under the terms of this Contract, the monitoring report shall include
requirements for the timely correction of such deficiencies by Contractor. Failure by Contractor
to take action specified in the monitoring report may be cause for suspension or termination of
this Contract, as provided in Sections 14 and 15 of this Contract.
SECTION 8. INDEPENDENT CONTRACTOR
It is expressly understood and agreed by the parties hereto that City is contracting with
Contractor as an Independent Contractor, and that Contractor, its employees and subcontractors
are not employees of the City.
SECTION 9. CONFLICT OF INTEREST
A. Contractor shall ensure that no employee, officer, or agent of Contractor shall participate
in the selection, award or administration of a subcontract supported by funds provided
hereunder if a conflict of interest, real or apparent, would be involved. Such conflict of
interest would arise when: (1) the employee, officer, or agent; (2) any member of his or
her immediate family; (3) his or her partner; or, (4) any organization which employs, or is
about to employ any of the above, has a financial or other interest in the firm or person
selected to perform the subcontract.
B. Except for eligible administrative or personnel costs, no employee, agent, consultant,
officer, or elected or appointed official, of either Contractor or of a subcontractor, who
exercises or has exercised any functions or responsibilities or is in a position to
participate in decisionmaking or gain inside information in regard to the activities
involved in the Project, shall be permitted to have or obtain a financial interest in or
benefit from the Project or any contract, subcontract or agreement with respect thereto, or
the proceeds thereunder, either for themselves or those with whom they have family or
business ties. This prohibition shall remain in effect for the duration of the prohibited
relationship plus one calendar year thereafter.
C. Contractor shall include the substance of this Section 9 in all subcontracts.
4
SECTION 10. NONDISCRIMINATION AND SECTARIAN ACTIVITY
A. Contractor shall ensure that no person shall on the ground of race, color, national origin,
religion, sex, age, or handicap be excluded from participation in, be denied the benefits
of, be subjected to discrimination under or be denied access to any program or activity
funded in whole or in part with funds made available under this Contract.
B. None of the performances rendered by Contractor under this Contract shall involve, and
no portion of the funds received by Contractor under this Contract, shall be used in
support of any sectarian or religious activity, nor shall any facilities used in the
performance of this Contract be used for sectarian instruction or as a place of religious
worship.
C. Contractor shall include the substance of this Section 10 in all subcontracts.
SECTION 11. LEGAL AUTHORITY
A. Contractor assures and guarantees that Contractor possesses the legal authority to enter
into this Contract, receive funds authorized by this Contract, and to perform the services
Contractor has obligated itself to perform hereunder.
B. The person or persons signing and executing this Contract on behalf of Contractor, or
representing themselves as signing and executing this Contract on behalf of Contractor,
do hereby warrant and guarantee that he, she or they have been. duly authorized by
Contractor to execute this Contract on behalf of Contractor and to validly and legally
bind Contractor to all terms, performances, and provisions herein set forth.
C. City will have the right to suspend or terminate this Contract if there is a dispute as to the
legal authority of either Contractor or the person signing this Contract to enter into this
Contract, any amendments hereto or to render performances hereunder. Contractor is
liable to City for any money it has received from City for performance of the provisions
of this Contract, if City has suspended or terminated this Contract for reasons enumerated
in this Section 11.
SECTION 12. LITIGATION AND CLAIMS
A. Contractor shall give City immediate notice in writing of any action, including any
proceeding before an administrative agency, filed against Contractor arising out the
performance of any subcontract hereunder. Except as otherwise directed by City,
Contractor shall furnish immediately to City copies of all pertinent papers received by
Contractor with respect to such action or claim. Contractor shall notify the City
immediately of any legal action filed against the Contractor or any subcontractor, or of
5
any proceeding filed under the federal bankruptcy code. Contractor shall submit a copy
of such notice to City within 30 calendar days after receipt. No funds provided under this
Contract may be used in the payment of any costs incurred from violations or settlements
of or failure to comply with federal and state regulations.
B. Contractor hereby agrees, insofar as Texas law allows, to indemnify and hold
harmless City, its Governing Body members, officers, agents and employees, and the
City of Lubbock, its officers, agents and employees from any and all losses, costs,
damages, expenses, and liabilities of whatsoever nature (including, but not limited
to, attorney's fees, litigation and court costs, amounts paid in settlement, and
amounts paid to discharge judgments) directly or indirectly resulting from, arising
out of, or related to the performance of this Contract by Contractor, or the design,
construction, installation, operation, use, occupancy, maintenance, or ownership of
the Facility.
SECTION 13. CHANGES AND AMENDMENTS
A. Except as specifically provided otherwise in this Contract, any alterations, additions, or
deletions to the terms of this Contract shall be by amendment hereto in writing and
executed by both parties to this Contract.
B. It is understood and agreed by the parties hereto that performances under this Contract
shall be rendered in accordance with the laws and rules governing Defense Economic
Adjustment Assistance Grants, and the terms and conditions of this Contract. City may,
during the contract period, issue policy directives which serve to establish, interpret, or
clarify performance requirements under this Contract. Such policy directives will be
promulgated by City, shall have the effect of qualifying the terms of this Contract and
shall be binding upon Contractor, as if written herein, provided however that said policy
directives and any amendments shall not alter the terms of this Contract so as to release
City from any obligation specified in Section 5 of this Contract to reimburse costs
incurred by Contractor prior to the effective date of said amendments or policy directives.
C. Any alterations, additions, or deletions to the terms of this Contract required by changes
in state law or regulations are automatically incorporated into this Contract without
written amendment hereto, and shall become effective on the date designated by such law
or regulation.
SECTION 14. SUSPENSION
A. Notwithstanding the provisions of Chapter 2251 of the Texas Government Code, in the
event Contractor fails to comply with any term of this Contract, City may, after written
notice to Contractor of noncompliance with the terms of this Contract and Contractor's
6
failure to cure such noncompliance within forty-five (45) days, suspend this Contract in
whole or in part, withhold further payments to Contractor, and prohibit Contractor from
incurring additional obligations of funds under this Contract.
B. A suspension under this Section 14 may be lifted only at the sole discretion of the City
upon a showing of compliance with or written waiver by City of the term(s) in question.
C. City will not be liable to Contractor or to Contractor's creditors for costs incurred during
any term of suspension of this Contract.
SECTION 15. TERMINATION
A. City will have the right to terminate this Contract, after written notice to Contractor of
noncompliance with any term of this Contract and Contractor's failure to cure such
noncompliance within forty-five (45) days, to terminate this Contract, in whole or in part,
at any time before the date of completion specified in Section 3 of this Contract. In the
case of partial termination, the written notice shall identify the portion of the Contract to
be terminated.
B. Upon termination or receipt of notice to terminate, whichever occurs first, Contractor
shall cancel, withdraw, or otherwise terminate any outstanding orders or subcontracts
related to the performance of this Contract or the part of this Contract to be terminated,
and shall cease to incur costs thereunder. City will not be liable to Contractor or to
Contractor's creditors for costs incurred after the effective date of termination of this
Contract.
C. Notwithstanding any exercise by City of its right of suspension under Section 14 of this
Contract, or of early termination pursuant to this Section 15, Contractor shall not be
relieved of any liability to City for damages due to City by virtue of any breach of this
Contract by Contractor. City may withhold payments to Contractor until such time as the
exact amount of damages due to City from Contractor is agreed upon or is otherwise
determined.
SECTION 16. SPECIAL CONDITIONS
A. Contractor shall submit the following to City prior to the initial disbursement of contract
funds, which shall equal fifty percent (50%) of the total amount of funds provided by
City under this Contract (hereinafter "Contract Funds"), and within nine (9) months of the
effective date of this Contract:
1. Copies of descriptions of and specifications (including cost) for all capital
equipment to be purchased and installed in the Facility to meet the needs of the
7
TIEHH, with equipment to be purchased using the first disbursement of Contract
Funds indicated.
2. Copies of the following documentation:
a. Memoranda from the chief financial officer of Texas Tech University,
committing funds as specified in Section 17 of this Contract.
b. Lease and Furtherance of Conveyance from the U. S. Department of
Defense, for "in kind" funding as specified in Section 17 of this Contract.
3. A letter identifying a person authorized by Contractor for the purpose of
requesting and receiving funds from the City.
4. A copy of the administration contract, if one is contracted.
B. In addition to satisfying the foregoing Special Conditions, and prior to the second
disbursement of Contract Funds, which shall equal forty percent (40%) of the total
Contract Funds, Contractor shall provide receipts to City indicating that the capital
equipment identified in Section 16A(1) of this Contract has been purchased.
C. Contractor shall satisfy the following Special Conditions, in addition to satisfying the
foregoing Special Conditions, prior to the final disbursement of the remaining ten percent
(10%) of Contract Funds:
1. Contractor shall have completed all modifications and renovations to the Facility
as described in plans and specifications originally submitted to the City pursuant
to the DEAAG contract between the Texas Department of Economic
Development and the City of Lubbock for renovations to the Facility.
2. Contractor shall submit a notice of completion to City no later than sixty (60)
calendar days after the purchase and installation of all capital equipment
purchased with Contract Funds. The notice of completion shall include a final
Project Completion Report of all activities performed under this Contract.
D. The Contractor shall provide milestones and updates on a semi-annual basis, including
photographs where appropriate, prior to completion of the Project (as marked by the
release of the final ten percent (10%) installment of Contract Funds by the City).
1. Contractor shall ensure that City is provided with an assessment of the Project on
a semi-annual basis, including assessments by representatives of the TIEHH of the
equipment purchased.
8
2. The Contractor shall provide base -line and semi-annual data on the impact of the
Project on the local economy over a four-year period beginning with the
completion of the Project.
3. The Contractor shall provide base -line and semi-annual data on full-time jobs
generated by the Project and data on the employment of dislocated defense and
economically disadvantaged workers beginning with initial occupancy of the
Facility.
4. The Contractor shall provide semi-annually, copies of payroll documents
verifying the number of employees during the construction phase of the Project.
Upon completion of the Project, the Contractor shall provide payroll documents
indicating the number of full-time jobs created over the course of the construction
phase of the Project.
5. In addition to the limitations on liability otherwise specified in this Contract, it is
expressly understood and agreed by the parties hereto that if Contractor fails to
submit to City in a timely and satisfactory manner any report required by this
Contract, City may, at its sole option and in its sole discretion, withhold any or all
payments otherwise due or requested by Contractor hereunder. If City withholds
such payments, it will notify Contractor in writing of its decision and the reasons
therefore. Payments withheld pursuant to this paragraph may be held by City
until such time as the delinquent obligations for which funds are withheld are
fulfilled by Contractor.
E. In the event the Contractor fails to complete the Project or comply with any provision as
specified in this Contract, the Contractor may be liable to the City for an amount not to
exceed the maximum obligation under this Contract, and may be barred from applying for
or receiving additional funding under the DEAAG program until repayment is made and
any other compliance or audit findings are resolved and/or the job generation
requirements of this Section 16 are fulfilled.
F. Job Generation Requirements
1 . Within two years of the completion of the Project, as marked by the release of the
final ten percent (10%) installment of Contract Funds by the Texas Department of
Economic Development, Contractor shall ensure and demonstrate to the City that
the completion of the Facility under this Project and the Initial Renovation Project
together shall generate a minimum of sixty-eight (68) new, direct, permanent full-
time jobs.
2. In the event the Contractor fails to ensure the creation and retention of new jobs as
required by this Section 16, City shall receive a recoupment of funds from
Contractor equal to the lesser of-
9
a. A prorated share of the total Contract Fund amount of two million dollars
($2,000,000.00) for each of the minimum number of new, direct, permanent
full-time jobs required in this Contract (68) not created and in existence on
the second anniversary of the completion of the Project; or
b. fifty percent (50%) of the total Contract Fund amount of two million dollars
($2,000,000.00).
3. For purposes of this Contract:
a. Job creation and retention rates must be evidenced by satisfactory
documentation, such as copies of payroll documents, as required by the
City.
b. The number of jobs counted will include jobs directly related to the Project
that are already filled by staff, faculty, and graduate students prior to the
effective date of this Contract.
C. A "full-time" job is one requiring a minimum of forty (40) hours per week.
Any job requiring less than forty hours per week is considered "part-time,"
and shall be counted towards the minimum job creation and retention
requirement in its proportion to a 40-hour work week (e.g., an employee
working a 20 hour week = 1/2 of a full time employee, a 30 hour week = 3/4
of a full-time employee).
G. Contractor shall provide City with copies of all final contracts and agreements from funding
sources as specified in Section 17 of this Contract.
SECTION 17. FUNDING SOURCES:
Funding Type
Specific Source
Amount of Funding
Total
Name
Federal Defense
Department of
$1,000,000
$1,000,000
Appropriation
Defenses
Texas Defense
Texas Department
$2,000,000
$2,000,000
Economic
of Economic
Adjustment
Development
Assistance Grant
Local Community
Texas Tech
$1,500,000
$2,500,000
Funding
University Higher
' Pending availability of funds from this source. Should these funds not become available from this source,
Contractor shall ensure this funding amount ($1,000,000.00) is met.
10
Education Fund/
Education and
General Fund
------------------------
Texas Tech
------------------------
$1,000,000
University Health
Sciences Center
Assistance from
Department of
$1,300,000
$1,300,000
Other Sources
Defense (in kind)2
SECTION 18. SUBCONTRACTS
A. Contractor shall ensure that the performance rendered under all subcontracts complies
with all terms and provisions of this Contract as if such performance were rendered by
Contractor. Contractor shall bear full responsibility for performance by all
subcontractors.
B. Contractor, in subcontracting any of the performances hereunder, expressly understands
that in entering into such subcontracts, City is in no way liable to Contractor's
subcontractor(s).
C. Contractor assures and shall obtain assurances from all of its subcontractors where
applicable, that no person shall, on the grounds of race, creed, color, disability, national
origin, sex or religion, be excluded from, be denied the benefit of, or be subjected to
discrimination under any program or activity funded in whole or in part under this
Contract.
D. As subcontracts and supplier contracts become necessary to carry out the requirements of
this Contract, Contractor covenants to make a good faith effort to contract with
historically underutilized (disadvantaged) businesses so certified by the State of Texas, as
that term is identified by Section 481.101, Texas Government Code. Contractor shall
make a good faith effort to let at least thirty percent (30%) of the total value of all
subcontracts and supplier contracts for the performance of this Contract to historically
underutilized (disadvantaged) businesses.
SECTION 19. DEBARMENT
By signing this Contract, Contractor certifies that it will not award any funds provided under this
Contract to any party which is debarred, suspended or otherwise excluded from or ineligible for
participation in assistance programs. Contractor further certifies that it is not ineligible under
2 Represents "in kind" contribution, specifically, land, structures, improvements, and equipment.
11
Section 231.006 of the Texas Family Code to receive the specified grant, loan, or payment and
acknowledges that this Contract may be terminated and payment may be withheld if this
certification is inaccurate.
SECTION 20. WAIVER
It is expressly understood and agreed by the parties hereto that any right or remedy provided for
in this Contract shall not preclude the exercise of any other right or remedy under this Contract
or under any provision of law, nor shall any action taken in the exercise of any right or remedy
be deemed a waiver of any other rights or remedies. Failure to exercise any right or remedy
hereunder shall not constitute a waiver of the right to exercise that or any other right or remedy at
any time.
SECTION 21. NON -ASSIGNMENT
This Contract is not assignable. Notwithstanding any attempt to assign the Contract, Contractor
shall remain fully liable on this Contract and shall not be released from performing any of the
terms, covenants, and conditions of this Contract. Contractor shall be held responsible for all
funds received under this Contract.
SECTION 22. ORAL AND WRITTEN AGREEMENTS
All oral and written agreements between the parties to this Contract relating to the subject matter
of this Contract that were made prior to the execution of this Contract have been reduced to
writing and are contained in this Contract.
SECTION 23. AUTHORIZED RELIEF FROM PERFORMANCE (Force majeure)
City may grant relief from performance of the Contract if the Contractor is prevented from
compliance and performance by an act of war, order of legal authority, act of God, or other
unavoidable cause not attributed to the fault or negligence of the Contractor. The burden of
proof for the need for such relief shall rest upon the Contractor. To obtain release based upon
force majeure, the Contractor must file a written request with the City.
SECTION 24. VENUE
For purposes of litigation pursuant to this Contract, venue shall lie in Lubbock County, Texas.
12
SECTION 25. OVERLAPPING REUSE
Contractor shall not participate in an overlapping reuse, except administrative functions, of the
premises. Overlapping reuse shall be defined as an activity similar or the same nature as a prior
activity or use of the premises. To that end, Contractor shall not dispose, or release, or allow the
disposal or release of any (i) hazardous substance, as defined in 42 U.S.C. 9601 (14), as same
may be amended; (ii) any materials containing hazardous substances; and/or (iii) petroleum or
petroleum derivatives, of the same or similar nature, in any way, manner or form, as those
disposed, and/or released by any prior owner, lessee or operator of the premises.
WITNESS OUR HANDS, EFFECTIVE DECEMBER 19, 1997:
No wimp i
1,1101., V "
ATTEST:
Kayt Darnell
City Ucretary
APPROVED AS TO CONTENT:
/Z41� 4414,
Richard Burdine
Assistant City Manager
APPROVED AS TO FORM:
William de Haas
Assistant City Attorney
13
ATTEST:
y
RESOLUTIONS 5764 &
5765
Texas Tech University
Agenda for Board of Regents Meeting 1998 'pSn - C,.
Board Room, Second Floor, Room 201, Administration Building
Akron & Broadway Avenues
Lubbock, Texas
THURSDAY, MARCH 12,1998
8:30 A.M.
I. CALL TO ORDER Regent Whitacre, Chairman
II. OPEN SESSION: The Board will convene into the Com-
mittee of the Whole and Meeting of the Board of Re-
gents to consider and act on:
A. Changes in academic rank and granting of aca-
demic tenure.
B. Naming of the Texas Tech Police Department
Building.
C. Naming of the new Health Sciences library build-
ing.
D. Approval of fees to be assessed and charged to
regularly enrolled and prospective students at the
beginning of the Fall Semester,1998 and vehicle
registration fees for faculty, staff, and students
for fiscal year 1999, except as noted.
E. Authorization for the refinancing of certain out-
standing Revenue Financing System bonds.
F. Authorization for the Office of the Chancellor to
approve and execute two contracts with the City
of Lubbock for economic development, and for
support for the Institute of Environmental and
Human Health, to revise the budget and source
of funding forthe renovation of buildings at Reese
Center for the Institute of Environmental and Hu-
man Health, and to proceed with documents for
the Texas Higher Education Coordinating Board
for approval.
G. Authorization for the Office of the Chancellor to
select an architect, to establish a project budget
and to provide construction documentation for
the new Red RaiderAlley Pavilion.
H. Approval to execute a contract between Texas Tech
University Health Sciences Center and El Paso
County Sheriffs Office for the provision of health
services to El Paso County inmates.
I. Report from the Interim Vice President for Enroll-
ment Mangagement.
J. Closing Comments from the Chancellor.
A=uRN
Dr. James Brink
John T. Montford
Regent Whitacre, Chairman
Board Minutes
March 12, 1998
Page 4
Series Bonds in a manner that will result in a target present value savings of at
least two percent (2%) of the Refunded Bonds, and (ll) a minimum present value
debt service savings of $400, 000.'
Regent Brown seconded the motion, and the motion passed unanimously.
CW55 Regent Whitacre called on Deputy Chancellor Jim Crowson who presented the item
conceming authorization for thb' Office of the Chancellor to approve and execute two
contracts with the City of Lubbock for economic development, and for support for the
Institute of Environmental and Human Health, to revise the budget and source of funding
for the renovation of buildings at reese Center for the Institute of Environmental and
Human Health, and to proceed with documents for the Texas Higher Education
Coordinating Board for approval. Regent White moved approval of the following
resolutions:
'RESOLVED, that the Board of Regents of Texas Tech University authorizes the
Office of the Chancellor to proceed with the execution of two contracts with the
City of Lubbock for economic development and support for the Institute of
Environmental and Human Health and to revise the budget and source of funding
for the renovation of buildings at Reese Center for the Institute of Environmental
and Human Health and to proceed with documents to the Texas Higher
Education Coordinating Board for approval.
`RESOLVED, that project budget for the renovation of buildings at Reese Center
for the Institute of Environmental and Human Health shall not exceed
$7,030,000.0
Regent Brown seconded the motion, and the motion passed unanimously.
CW56 Regent Whitacre called on Deputy Chancellor Jim Crowson who presented the item
concerning authorization for the Office of the Chancellor to select an architect, to
establish a project budget and to provide construction documentation for the new Red
Raider Alley Pavilion. Regent Sowell moved approval of the following resolutions:
`RESOLVED, that the Board of Regents of Texas Tech University authorizes the
Office of the Chancellor to select an architect for the project and develop design
and construction drawings for the Raider Alley Pavilion.
`RESOLVED, that the project budget for the architectural support of the Raider
Alley Pavilion Is established In an amount not to exceed $100,000
"RESOLVED, that the Raider Alley Pavilion be named the Frazier Pavilion in
honor of David Frazier and his family for their gift of $475,000 to the project.'
Regent Noe seconded the motion, and the motion passed unanimously.
CW57 Regent Whitacre called on Deputy Chancellor Jim Crowson who presented the item
concerning approval to execute a contract between Texas Tech University Health
Sciences Center and El Paso County Sheriffs Office for the provision of health services
to El Paso County inmates. Regent Noe moved approval of the following resolution: