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HomeMy WebLinkAboutResolution - 2020-R0155 - Interlocal Cooperation with UT Arlington - Contract 15278Resolution No. 2020-RO155 Item No. 6.13 May 12, 2020 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Contract No. 15278 for Interlocal Cooperation Contract, by and between the City of Lubbock and University of "Texas at Arlington, of Arlington, Texas, and related documents. Said Contract is 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 on May 12, 2020 DANIEL M. POPE, MAYOR ATTEST: P!=� -,Ac Rebe a arza, City Secretar APPROVED AS TO CONTENT: /�-� 4 �.. Michael G. Keenum, P.E. CFM. Division Director of Engineering/City Engineer Fliiii0]UT 9101 •` 1141 ll�i 61MLA Kcl ' .ere, ssistant t A ey ccciocs/F ES.intcrlocal {Couperalion Contract-UTA April 14, 2020 Resolution No. 2020-ROISS INTERLOCAL COOPERATION CONTRACT THE STATE OF TEXAS COUNTY OF TARRANT This Interlocal Cooperation Contract 15278 (this "Contract") is entered into by and between the Contracting Parties shown below pursuant to authority granted in and in compliance with the Interlocal Cooperation Act, Chapter 791, Texas Government Code. I FINDINGS Each party finds that the subject of this Contract is necessary for the benefit of the public and that each has the legal authority to perform and to provide the government functions or services which are the subject matter of this Contract; and Each party finds that the performance of this Contract is in its common interest and that the division or payment of costs fairly compensates the Performing Party for the services or functions under this Contract. II CONTRACTING PARTIES The Receiving Party: City of Lubbock, Texas (sometimes "City" or "Receiving Party"), a municipal corporation of the State of Texas: Programmatic Matters: Attn: Bailey Ratcliffe City of Lubbock Engineering P.O. Box 2000 Lubbock, TX 79457 Email: BRateliffe@mail.ci.lubbock.tx.us Agreement terms and all other matters: See Section IX The Performing Party: The University of Texas at Arlington (sometimes "UTA" or "University" or "Performing Party"), a State University of Higher Education established under 0te laws of the State of Texas as an institution of the University of Texas System: Page 1 of 12 Programmatic Matters: Ali Abolmaali, P.E., Ph.D. Professor and Department Chair Dept. of Civil Engineering UTA Box 19308 Arlington, TX 76019 Tel. 817-272-5055 Fax. 817-272-2630 Email: abohnaali@uta.edu Agreement terms and all other matters: See Section IX III STATEMENT OF RESEARCH SERVICES TO BE PERFORMED UTA will perform condition assessment of up to 3.5 miles of City of Lubbock pressure and gravity pipelines of various materials including video inspection, data analysis, and determination of remaining service life, and other related projects (sometimes "Research Services"). University will use reasonable efforts and own facilities and equipment to perform Research Services and deliver deliverables. University does not guarantee specific results. Tasks associated with this Contract will beperformed on an as requested basis, and individual task orders may be issued and will be mutually negotiated and executed between the parties for each individual task order. IV CONTRACT AMOUNT Compensation by the City to UTA under this Contract is the fixed amount of Ten Dollars per Linear Foot of pipe inspected ($10/1,F), not to exceed One Hundred Eight Five Thousand and 00/100 Dollars ($185,000) (sometimes "Contract Amount"). The price of $10/LF includes mobilization, inspection, data analysis, and a condition report that includes, but is not limited to, estimated remaining service life, points of potential or actual pipe failure observed during inspection, and other physical attributes of the pipe inspected, such as: remaining pipe thickness, ovality, or other physical attributes that affect the remaining useful life of the pipe. Multiple individual task orders may be issued by the City giving UTA a Notice to Proceed which will include the location, access points, and linear footage of pipeline to be inspected. Each Notice to Proceed will be for at least 1000 LF of pipeline inspection. This Contract may be amended from time to time to add scope and increase the Contract Amount. Page 2 of 12 V PAYMENTS UTA will invoice the City for Research Services in the fixed Contract Amount above on no more than a monthly basis, or as mutually agreed if on individual task orders, as per the task order, with final payment due upon delivery of each agreed final report or deliverable. Billing invoices are required and shall be sent in University's standard format, to Receiving Party care of the email addresses in Section 11 UNLESS stated differently Within thirty (30) days of receipt of each invoice, Receiving Party shall make payments in the fixed amount shown on UTA's invoice. Checks must be made payable to The University of Texas at Arlington. The payments shall be submitted to: The University of Texas at Arlington, 219 West Main Street, Box 19136, Arlington, TX 76019-0136 (Attn: Grant and Contract Accounting). If other payment method desired, such as electronic funds transfer, insert here: VI WARRANTIES Performing Party warrants that (1) it has authority to perform the services under authority granted in Section 65.31, Texas Education Code and Chapter 791, Texas Government Code; (2) it has all necessary power and has received all necessary approvals to execute and deliver this Contract; and (3) the representative signing this Contract on its behalf is authorized by its governing body to sign this Contract. Receiving Party warrants that (1) the services are necessary and authorized for activities that are properly within its statutory functions and programs; (2) it has the authority to contract for the services under authority granted in Chapter 791, Texas Government Code; (3) it has all necessary power and has received all necessary approvals to execute and deliver this Contract; and (4) the representative signing this Contract on its behalf is authorized by its governing body to sign this Contract. Page 3 of 12 VII TERM OF THE AGREEMENT This Agreement is for a term commensurate with the full expenditure of the funds, effective as of the Effective Date as established below and shall terminate sixty (60) days after completion of Research Services or the expiration of Five (5) years from the Effective Date, unless terminated sooner under Section VIII, VIII TERMINATION In the event of a material failure by a Contracting Party to perform its duties and obligations in accordance with the terms of this Contract, the other party may terminate this Contract upon sixty (60) days' advance written notice of termination setting forth the nature of the material failure; provided that, the material failure is through no fault of the terminating party. The termination will not be effective if the material failure is fully cured prior to the end of the 60 day period. This Agreement may also be terminated for convenience by one party notifying the other party in writing of its intent to cancel the agreement. Termination or cancellation of this Agreement shall not affect the rights and obligations of the Contracting Parties accrued prior to termination. Upon termination, Receiving Party shall pay Performing Party for all reasonable and non -cancellable expenses incurred or committed to be expended as of the effective termination date. UTA shall invoice the Receiving Party for all such items within sixty (60) days of the termination notice. Upon termination, the Performing Party shall provide the Receiving Party with any and all inspection data and analysis performed for which compensation has been received by the Performing Party. IX NOTICES All notices, communications and reports required or permitted under this Contract shall be personally delivered or mailed to the respective parties by depositing same in the United States trail, postage prepaid, at the addresses shown below, unless and until either party is otherwise notified in writing by the other party, at the following addresses. Mailed notices shall be deemed communicated as of actual receipt. Page 4 of 12 If intended for Receiving Party, to: Josh Kristinek Assistant City Engineer City of Lubbock P.O. Box 2000 Lubbock,Texas79457 If intended for UTA, to: Jeremy Forsberg Assistant Vice President for Research The University of Texas at Arlington 701 S. Nedderman Drive Box 19145 Arlington, TX 76019-0145 X ASSIGNMENT UTA has or will have commitments from multiple third parties such as vendors and contractors or consultants, or subcontractors, to assist UTA to accomplish the Research Services, all of which will be disclosed to City as part of each proposal for Research Services, and UTA may use or contract with these third parties under UTA direction and at UTA's sole and reasonably exercised discretion. XI NON -ARBITRATION The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this Agreement, this provision shall control. XII INDEPENDENT CONTRACTOR STATUS The University and the City agree that the University shall perform the duties under this Agreement as an independent contractor and shall be considered as independent contractor under this Page 5 of 12 Agreement and/or in its activities hereunder for all purposes. The University has the sole discretion to determine the manner in which the Services are to be performed. During the performance of the Services under this Agreement, the University and the University's employees and/or sub - consultants, will not be considered, for any purpose, employees or agents of the City within the meaning or the application of any federal, stale or local law or regulation, including without limitation, laws, rules or regulations regarding or related to unemployment insurance, old age benefits, workers compensation, labor, personal injury or taxes of any kind. XIII INSURANCE The University is an agency of the State of Texas and as such does not purchase certain insurance policies. Employees of the University are provided worker's compensation insurance coverage under a self -insured, self -managed program as authorized by the Texas Labor Code, Chapter 503. The University purchases automobile liability insurance for all University owned, hived, and non -owned vehicles with limits of $250,000 per person and $500,000 per accident for bodily injury and $100,000 for property damage. These damage limits are set by the Texas Tort Claims Act (the "Act"), Chapter 101 of the Texas Civil Practice and Remedies Code. The University does not purchase general liability or employer's liability insurance for its general operations. However, the Act does provide a limited waiver of the State's sovereign immunity. The Act may provide a remedy for claimants who make tort claims that fall under its provisions. These claims fall into two general categories: (i) injuries arising out of use of publicly owned motor vehicles and motor -driven equipment and (ii) injuries arising out of conditions or use of property. The University's liability is limited under the Act. Liability in cases of personal injuries or death is limited to a maximum amount of $250,000 per person and $500,000 for each single occurrence. The maximum amount of liability for injury to or destruction of property is $100,000 for each single occurrence. The University has and will maintain in force, during the term of any project, sufficient resources to cover its obligations gnder applicable law hereunder. The University shall require each vendors and contractors or consultants, or subcontractors (sometimes individually a "Sub" and collectively "Subs") the University uses under Article X above, to procure and carry, at the Sub's sole cost and expense through the life of this Agreement, except as otherwise provided herein, insurance protection as hereinafter specified, in form and substance satisfactory to the City, carried with an insurance company authorized to transact business in the state Page 6 of 12 of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. The University shall require each Sub to obtain and maintain in full force and effect during the term of this Agreement, and shall cause each City approved subcontractor or sub -consultant of the University to obtain and maintain in full force and effect during the term of this Agreement, commercial general liability, professional liability and automobile liability coverage for non -owned and hired vehicles with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A-VII or better. Except for Professional Liability, the policies will be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Per Occurrence Single Limit: $1,000,000 General Aggregate Limit: $2,000,000 Professional Liability: Combined Single Limit: $2,000,000 Automobile Liability: Combined Single Limit for any auto: $1,000,000 Per Occurrence Employer's Liability: Per Occurrence Single Limit: $1,000,000 Worker's Compensation Per Occurrence Single Limit: $500,000 The University shall further cause any approved subcontractor or sub -consultant to procure and carry, during the term of this Agreement, the insurance coverage required herein, including without limitation, Professional Liability coverage, protecting the City against losses caused by the professional negligence of the approved subcontractoror sub -consultant. The City shall be listed as a primary and noncontributory additional insured with respect to the Automobile Liability and Commercial General Liability and shall be granted a waiver of subrogation under Sub's insurance policies. The University shall require each Sub to provide a Certificate of Insurance to the City as evidence of coverage. The Certificate shall provide 30 day's notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy shall be included in the Certificate. The Page 7 of 12 University shall require each Sub to elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, the University shall require each Sub to maintain said coverage throughout the term of this Agreement and to comply with all provisions orTitle 5 of the Texas Labor Code to ensure that the Sub maintains said coverage. The University may require each Sub instead to maintain Occupational Accident and Disability Insurance in lieu of Worker's Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City. If at any time during the life of the Agreement or any extension hereof, a Sub fails to maintain the required insurance in full force and effect, the Sub shall be in breach hereof and the University may elect to use a different Sub to perform that Sub's work under the Agreement. Notwithstanding anything contained herein to the contrary, the professional liability policy shall be maintained at each Sub's sole cost and expense. The retroactive date shall be no later than the commencement of the performance of this Agreement and the discovery period (possibly through tail coverage) shall be no less than 10 years after the completion of the Services provided for in this Agreement The provisions of this Article Vill shall survive the termination or expiration of this Agreement. X11V EMPLOYMENT OF AGENTSIRETAINING OF CONSULTANTS The University may employ or retain consultants, contractors, or third parties (any of which are referred to herein as "Sub -consultant"), to perform certain duties of University, as set forth on Exhibit "A", attached hereto, under this Agreement, provided that the City approves the retaining of Sub -consultants. The University is at all times responsible to the City to perform the Services as provided in this Agreement and subject to applicable law, the University is in no event relieved of any obligation under this Agreement upon retainage of any approved Sub -consultant. Any agent and/or Sub -consultant retained and/or employed by the University shall be required by the University to carry, for the protection and benefit of the City and the University and naming said third parties as additional insureds, insurance as described above required to be carried by the University in this Agreement. The University acknowledges to the best of its actual knowledge that such services are either under applicable value thresholds or are otherwise exempt from notice and/or bid requirements under Texas Law. Page 8 of 12 XV CONFIDENTIALITY The University shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. XVI INDEMNITY TO THE EXTENT ALLOWABLE BY LAW. THE UNIVERSITY SHALL INDEMNIFY AND SAVE HARMLESS THE CITY OF LUBBOCK AND ITS ELECTED OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES FROM ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY KIND, CHARACTER, TYPE, OR DESCRIPTION, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY-S FEES, FOR INJURY OR DEATH TO ANY PERSON, OR INJURY TO ANY PROPERTY, RECEIVED OR SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY, TO THE EXTENT ARISING OUT OF, RELATED TO OR OCCASIONED BY, THE NEGLIGENT ACTS OF THE UNIVERSITY, ITS AGENTS, EMPLOYEES, AND/OR SUBCONSULTANTS, RELATED TO THE PERFORMANCE, OPERATIONS OR OMISSIONS UNDER THIS AGREEMENT AND/OR THE USE OR OCCUPATION OF CITY OWNED PROPERTY. THE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. The University shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to the activities under this Agreement, and any amendments thereto. XVIII CONSTRUCTION AND VENUE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THIS AGREEMENT IS PERFORMABLE IN LUBBOCK COUNTY, TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT Page 9 of 12 TO THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF COMPETENT JURISDICTION OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. XIX AMENDMENT No amendment, modification, or alteration of the terms of this Agreement shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to this Agreement, and duly authorized and executed by the University and the City. XX NON -APPROPRIATION All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non -appropriation of funds by the City Council of the City of Lubbock for the services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then - current fiscal year or when the appropriation made for the then -current year for the services covered by this Agreement is spent, whichever event occurs first (the "Non -Appropriation Date"). If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the Engineer on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the Non -Appropriation Date. REMAINDER OF PAGE LEFT BLANK INTENTIONALLY Page 10 of 12 Executed and effective as of the date subscribed by the party whose signature makes this Contract fully executed ("Effective Date") by the following duly authorized representatives of the Contracting Parties: Receiving Party Performing Party City of Lubbock The University of Texas at Arlington Name: DANIEL M. POPE -flame: lames P. Grover, Ph.D. Tide: MAYOR Title: Interim Vice President for Research Date: Date: 4/14/2020 Page I of 12 ATTEST: Re c a Garza, City Sec to APPROVED AS Tq-O� CONTENT: Michael G. Keenum, P.E. CFM, Division Director of Engineering/City Engineer Josh istme , P.E., Assistant City En ' eer - Cl& Design Services APPROVED AS TO FORM: Kelli L ' m is nt �j t ey Page 12 of 12