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HomeMy WebLinkAboutResolution - 2016-R0446 - Interlocal Agreement - TTU - TTU Kinesiology Department, Adult Activity Center - 12/15/2016Resolution No.2016-R0446 Item No.6.15 December 15,2016 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 behalfof the Cityof Lubbock,an Interlocal Agreement byand between the City of Lubbock andTexasTech University that allows an academic study to be performed bythe Texas Tech Kinesiology Department at several City of Lubbock Adult Activity Centers. Said Agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the CityCouncil. Passed by the City Council on December 15, 2016 DANIEL M.POPE,MAYOR ATTEST: ]jdit^<, Rebecca Garza, City Secretary APPROVED AS TO CONTENT: MMUki Bridget Faulkenberry, Director of Pafks & Recreation APPROVED AS TO FORM: Justi 'M-Assistant City Attorney ccdocs/RES.Agreement - Parks&TexasTech University -Kinesiology Department Movement Study November 28,2016 Resolution No. 2016-RO446 C09662 Contract I. PARTIES The following is an agreement between the Parties, Texas Tech University, on behalf of its Department of Kinesiology and Sport Management (TTU) and the City of Lubbock, a Texas municipal corporation (City). II. PURPOSE A. Goal. The purpose for this Contract for Services (Contract) is to formally define the efforts of the parties to provide opportunities for City's elder residents (Clients) to participate in varying levels of fitness exercises at certain adult activity centers operated by the City's Parks and Recreation Department (Facility). B. Term. The term of this Contract begins on the last signature date and continues for one (1) year. The agreement may be renewed for up to one-year if the parties agree in writing prior to the end of the then current term. C. Termination. Either party may terminate this Contract early for any reason by providing the other party with 30 days' prior written notice. On the effective date of termination, neither party will have any further obligation to the other party with regard to the terms of this Contract. III. ROLES AND RESPONSIBILITIES A. TTU will provide permission to use its equipment. TTU agrees to deliver the following used equipment to the Facility for Clients' use for the term of this Contract. Upon expiration or early termination of this Contract, TTU will remove equipment from Facility. • Exergaming equipment • 32-inch TV's • Nintendo Wii • Xbox Kinects • Software and gaming package B. Facility- Referrals for Research Participation. Facility agrees to permit TTU to interact with Clients and/or disseminate information to Clients about potential research projects with TTU. The parties agree that an agreement for a Client to participate in any TTU research study may only occur after the Client has issued written informed consent in the form required by TTU. C. Both Parties- Collaborate on Community Events and Outreach. TTU and Facility will make efforts to collaborate in supporting community events and outreach for elders and people with disabilities. IV. GENERAL TERMS A. No warranties. TTU AND ITS EMPLOYEES PROVIDE ANY EQUIPMENT AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. TTU AND ITS EMPLOYEES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. B. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT. TO THE EXTENT ENFORCEABLE UNDER TEXAS LAW, THE PARTIES SHALL INDEMNIFY C09662 AND SAVE HARMLESS EACH OTHER FROM ANY AND ALL LOSSES, LIABILITIES, DAMAGES, CLAIMS, DEMANDS, COSTS, EXPENSES, OR OTHER LIABILITIES ARISING OUT OF OR CONNECTED WITH THEIR ACTS OR OMISSIONS ARISING OUT OF THIS CONTRACT. THE PARTIES SHALL NOT BE HELD RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY. This Section will survive the termination of this Contract. C. Relationship between Facility and TTU. TTU represents and warrants that it is an independent contractor with no authority to contract for Facility or in any way to bind or to commit Facility to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of Facility. Under no circumstances will TTU, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of Facility. D. Use of Marks. Neither party may use the other party's logos or marks in any manner without the prior written approval of the other party. Use of TTU's logo or marks must be approved by its Director of Digital Media and Trademark Licensing. E. Amendment. This Contract may be revised or extended in a writing signed by both parties. F. Funding. The Parties understand and acknowledge that the funding of this Contract is contained in each Party's annual budget and is subject to the approval of each Party in each fiscal year. The Parties further agree that should the governing body of any of the Parties fail to approve a budget which includes sufficient funds for the continuance of this Contract, or should the governing body of any of the Parties fail to certify funds for any reason, then and upon the occurrence of such event, this Contract shall terminate as to that Party and the Party shall then have no further obligation to the any other Party. When the funds budgeted or certified during any fiscal year by a Party to discharge its obligations under this Contract are expended, any other Party's sole and exclusive remedy shall be to terminate this Contract. If this Contract is between governmental entities, as defined by Chapter 791 of the Texas Government Code, each Party paying for the performance of governmental functions or services must make those payments from current revenues available to the paying Party. G. Venue and Applicable Law. This Contract is subject to all present and future valid laws, orders, rules and ordinances and/or regulations of the United States of America, the State of Texas and the Parties, and any other regulatory body having jurisdiction. This Contract shall be construed and governed according to the laws of the State of Texas. The sole venue for any action, controversy, dispute or claim arising under this Agreement shall be in a court of appropriate jurisdiction in Lubbock County, Texas exclusively. H. Rights and Remedies Reserved. 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, neither party is subject to any arbitration process prior to exercising its unrestricted right to seekjudicial 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 Contract, the former shall control. Public Information. This Contract is public information. To the extent, if any, that any provision of this Contract is in conflict with Tex. Gov't. Code Ann. Chapter 552 et seq., as amended (the "Texas Public Information Act") the same shall be of no force and effect. C09662 J. No Third -Party Beneficiaries. This Contract is entered solely by and between, and may be enforced only by and among the Parties. Except as set forth above, this Contract shall not be deemed to create any rights in or obligations to any third parties. K. No Personal Liability. Nothing in this Contract is construed as creating any personal liability on the part of any employee, officer or agent of any public body that may be a party to this Contract. L. No Joint Enterprise. This Contract is not intended to, and shall not be construed to create any joint enterprise between or among the parties. M. No Indemnification by City. The parties expressly acknowledge that the City's authority to indemnify and/or hold harmless any third party is governed by Article XI, Section 7 of the Texas Constitution and any provision which purports to require indemnification by the City is invalid. N. Sovereign Immunity Acknowledged and Retained. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY ANY PARTY OF ANY IMMUNITIES FROM SUIT OR LIABILITY THAT A PARTY MAY HAVE BY OPERATION OF LAW. THE CITY RETAINS ALL GOVERNMENTAL IMMUNITIES. FOR THE CITY OF LUBBOCK, TEXAS: DANIEL M. POPE, Mayor Date: December 15, 2016 ATTEST: Rebeca Garza, City Secretary APPROVED AS TO CONTENT: �- Bridget Faulkenberry, Director of Parks Recreation APPROVED AS TO FORM: FOR TEXAS-T-€CH UNIVERSITY: Jennifer Adling Date: