The URL can be used to link to this page

18-844•' 1 • ` • � i � � AN ORDINANCE AUTHORIZING THE EXECUTION OF A SETTLEMENT AGREEMENT BETWEEN THE CITY OF DENTON AND THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM ON BEHALF OF THE UNIVERSITY OF TEXAS AT ARLINGTON ("UTA99) RELATED TO MONIES PAID BY DENTON TO UTA FOR SOLID WASTE RESEARCH AND RELATED ACTIVITIES AT DENTON'S ECO-W.E.R.C.S. RESOURCE RECOVERY FACILITY AND INCLUDING DENTON'S MEMBERSHIP 1N UTA'S SOLID WASTE INSTITUTE OF SUSTAINABILITY; AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY TO EFFECTUATE THE SETTLEMENT; AND, PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: ��,"�"I�-)'� '� The City Council approves the praposed settlement between the City of Denton and the Board of Regents of The University af Texas System on behalf of the University of Texas at Arlington (66UTA99) related to monies paid by I7enton to UTA for solid waste research and related activities at Denton's ECO-W.E.R.C.S. Resource Recavery Facility and including Denton's membership in UTA's Solid Waste Institute for Sustainability. SECTIONm2. The City Manager and City Attarney, or their designees, are authorized ta act on behalf of the City in approving and executing a settlement agreement in substantially similar form to the same attached hereto. ��'C�`"C+��]'� :�. The City Manager and City Attorney, ar their designees, are authorized to execute any and all other documents necessary and appropriate to effectuate the terms of the settlement and ta take other actions necessary to finalize the settlement, in accordance with the settlement agreement. SECTION 4. This ordinance shall become effective immediately upon its passage and approval.mmm� �J"1��;, ¢t�a��i��n d�� ¢�a��av�� ll�i� ��rcl�r��. �� c�� by __ �� "� ..� ��" �'"�.��a��_ and secone��l h�� .�� a� �. —___..... .... m....... �1°�e o�•t�i��,� rnr�� ;��i��N�c�`��a•��d by the faClc�v°�iz�� 1� ��_ �"� ] Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Dalton Gregory, At Large Place 5; Sara Bagheri, At Large Place 6: PASSED AND APPROVED this the � day of ��' �� , 2018. , �� ;� � �� , �.�..._... �� "" -- — -- �p CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY W �� _�� 0 BY: ��r �� .:� �'�� ` � � ��" .._... � . � ��. _ .m... e _ ..m. �_._.. �� APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: �� , ��.��_ . ... .,..;�W. ..,.. � � _. *, SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT between T'he University oi Texas ai Arlington, a Texas state university ("UTA"), and the City of Denton, a Texas home-rule municipal corporation ("COD"). The Settlement Agreement is effective fihe latter of the dates the Parties execute the same ("Effcctive Date"). The parties to this Settlement Agreement are hereinafter referred to individually as a "Party" ox collectively as the "Parties." WITNESSETH WHEREAS, the Parties entered inta the following agreements wherein UTA provided seivices for COD: a. Interagency Coopex•ation Contract between the Parties executed by UTA on April 4, 2009 and COD on April 21, 2009 (Ordinance No. 2009-095) for several technical tasks including, generally, the Performance Monitoring of Leachate Recirculation ("Project No. 1"). Project No. 1 was conducted during the May 1, 2009, through Apri130, 2012 timeframe. b. Interagency Cooperation Contract between the Parties executed by UTA on August 22, 2012 and COD on September 18, 2012 (Ordinance No. 2012-239) for several technical tasks including, generally, the Performance Monitoring of Landfill Gas Collection System and Estimation of Landfill Gas Emission ("Project No. 2"). Project No. 2 was conducted during the May 1, 2012, through Apri130, 2015 tiineframe. c. Interagency Cooperation Contract between the Parties executed by UTA on January 13, 2014 and COD on February 19, 2014 (Ordinance No. 2014-048) for several technical tasks including, generally, the Installation and Performance Monitoring of Evapotranspiration Cover Syster►x ("Project No. 3"), Project No. 3 was conducted during the period February 1, 2014, through January 31, 2017 timeframe, d. Inieragency Cooperation Contract beiween the Parties executed by UTA on June 12, 2015 and COD on August 4, 2015 (Ordinance No. 2015-225) for several technical taslcs including, generally, the Feasibility of Landfill Mining Operation and Monitoring ("Project No. 4"). Project No. 4 was conducted during the May 1, 2015, through Apri130, 2018 timeframe. e. Collectavely, the above agreements are referred to as "Agreements"; the above projects are referred�to as "Projects". WHEREAS, disagreements have arisen between the Parties regarding the Agreements, the Projects and COD's membership ("Membership") in UTA's Solid Waste Institute for Sustainability ("SWIS"); and WHEREAS, the parties desire to resolve any and all disagreements regarding the Agreements, Projects and the SWIS Membership. NOW THEREFORE, for and in consideration of the mutua7 releases and agreemenis herein contained, the proznises of payment herein provided, the sufficienc� of which are hereby acknowledged and confessed, the Parties hereto have agreed, and do hereby agree, to the fallowing: L��r�� 1 �"r��m��. UTA agrees to return unexpended funds to COD in the amount of Six Hundred Thousand Dollars ($600,000.00) (the "Unexpended Funds") from the amounts paid by COD to UTA under the Agreements, the Projects and for its SWIS Membership. This amount reflects all changes, payments, credits, claims, contract balances, retainage, costs of connpletion and any and all other disagreernents between the Parties and is not subject to further audit. 2. �*�M�w"��q:: �� .t��icii�� 1��,�� u��; ��i�. UTA will retain Twenty Six Thousan.d Dollaxs ($26,000.00) in COD pa�rrients received for Project No. 4, which expired on April 30, 2018, in order to complete normal and customa�.y contract financisl closeout and resolve all current or pending obligatians related to Project No. 4. Upon imal closeout on or before July 3], 2018, UTA will return any unexpended funds from this retained amount ("Project 4 Additional Unexpended Funds"). UTA will provide COD with an accounting of how it determined the Proj ect No. 4 Additional Unexpended Funds amount. The Unexpended Funds and the Project 4 Additional Unexpended Funds are referred to herein as the "Set�lement Amount". 3. ��r��t ��' ��t��s�� Aru��u�i. a. [J�� +��.�', �� xr�+��. UTA agrees to pay the Unexpended Funds to COD within thirry (30) days oithe Effective Date. b. P��+�'�� C�. ��.c�c��;�� IJ��e��t �eq��l ;�'�r��c�s. UTA agrees to pay the Project No. 4 Additional Unexpendec� Funds to COD by July 31, 2018, 4. � m�r��rna�� "�� . " �� • � � ��c��+�� +��C� � �� .��t� a. The attached Exhibit "A" is a list of personal pro�erty located at or on real property owned by COD ("Personal Property"). b. UTA has until 5:00 pm thirty days from the Effective Date to provide documentataon satisfactory to COD that it owns some or all of this Personal Property. c. If UTA provides documentation satisfactory to COD that UTA owns some or a11 of this Personal Property then the Parties will make arrangements for UTA to pick up the same by close of business forty-five (45) days from the Effective Date. d. If UTA does not comply with paragraphs 4.a. and 4.b. then UTA, by having executed this Settlement Agreement, is deemed to have conveyed all right, title and interest it may have in and to any and all personal pxoperty, including but not lirnited to that listed in Exhibit "A" attached hereto, located at or on any real property owned by COD (collectively, the "Property"). e. UTA agrees to cooperate with COD in the identification and retum of personal property io COD that was purchased by COD on behalf of YJTA and/or SWIS but is not located at the Property. 5, ]��l��s�. With the exception of the reservad rights and obligations set forth in the unmediately following Section (the "Reserved Rights"), and subj ect to the timely payment and receipt of the Settlement Amount, both Parties fitlly, finally, and mutually release, acquit, and forever discharge each othex and each other's respective employees, o�cers, partners, members, affiliates, subsidiaries; principals, regents, council members, direotors, sureties, insurers, guarantoxs, additional insurers, excess insurers, successors, and all other persons and entities in privity with any of them including specifically The University of Texas System and its Boaxd of Regents, of and frorn any and all disputes, claims, demands, claims of subrogation or indemnity, clauns to any contract or subcontract balances or retainage, clairns for delay, consequential damages, and causes of action of any kind whatsoever, whether known or unknown, whether heretofore or hereafter accruing or arising, whether held by assignment or otherwise, and whether sounding in tort, intentional tort, contract, warranty, or trespass, or arising by operation of law or statute, that either Party has, had, or may ever have against the other Party, in any way related to the Agreements, the Projects and/or SWIS Membership. The Parties agree that this release is strictly limited to the Agreements, the Projects and/or S'WIS Membership. The Parties further agree that this release does not include any other agreement, project ox matter not specifically addressed herein. 6 T��c� ��. The following Reserved R.ights are nofi released hereby and shall survive the execution of this Settlement Agreement; a. The obligations specifically undertaken or reaffrtned by either Party in this Settlemen.t Agreement. b. The reservation by any Party entitled to receive funds hereunder, of claims against any Party failing to make payment as provided herein, 7. �C;"�� ti�� a� �a�i��,��r��.�� .��ar� ��" ��t��l�� p. This Settlement Agreement is a compromise and settlement of d.isputed claims and is being entered into solely to avoid the time, expense, uncertainty, and inconvenience of continued dispute, discussion, and litigation. Neither the execution of this Settlement Agreement nor anything stated herein, nor any amount paid or returned hereunder, is to be construed or deemed as an admission of default, liability, culpability, error or wrongdoing on�the part of either Party to this Settlement Agreement. 8. �w�r�� "��a��a�. The Parties represent and warrant that they own the cla.ims released herein and have not assigned or otherwise transferred any claim or cause of action that they may have possessed against another Party to any person or entity not a Party to this Settlement Agreement. 9. �hwu�d�+��Mnl� ia� �'� ��. The signatories hereto warrant and represent that they have the full power and authority to bind the Party entity for which they have signed. 10. ��R� ��;t��l ��a��at. This Settlement Agreement constitutes a single, integrated, written contract expressing the entire understanding and agreement between the Parties. The terms of the Settlement Agreement are contractual and not merely recitals. There is no other agreement, written or oral, expressed or implied, between the Parties with respect to the subject matter of this Settlement Agreement. The Parties declare and represent that no promise, inducement or other agreement not expressly contained in this Settlernent Agreement has been made by any other Party. 11. �+:�� "�.;�� .� ��°�:��°�c� �� +�`a��:r��. Each Party adopts this Settlernent Agreement as the product of a group drafting effort of counsel for all Parties, not to be construed more favorably for or against any Party to this Settlement Agreement. 12, �� '�,��v+�� a�" ��r��a�i �� Ir�rr��Y�i�'. Nothing in this Settlement Agreement sha11 be canstrued as a wait�er of sovereign immunity, except for the purpose of adjudicating a claim for breach of an express provision of this Settlement Agreement. 13. Law and Venne. The laws of the State of Texas will govern the interpretation of this Settlement Agreexnent. The courts of Denton Couniy, Texas will have jurisdiction over any disputes arising under this Settlement Agreement. 14. ��l��aa�� ,"��a�l��;��°��. This Settlement Agreement may be executed in multiple facsimile counterparts, and with facsimile signatures, and all such counterparts shall together be deemed to consfiitute one final agreement, as if each Party had signed one document. Each such counterpart or a facsimile copy thereof shall be deemed to be an original, binding the Parties subscribed thereto. CITY OF � � , d � �� .. � � d�� .. � � �� . � ��...... � ^ � � � .� � mm_ m�. �z�,� City_fl��., .....�.. _�'..._ � Dat m� --_ �.... . Todd �� , e Attest: Jennifer Walters, City Secretary , . � BY� ��'�� '� �� „��.,� �,��°c��v as to �� rl, Form: Aaron Leal, City Attorney ��"' � N � B�,�„�. Y' THE ITNIVERSITY OF TEXAS AT ARLINGTON: � ��f � � � s �,�� Vi...,�_ ��. �"� ,� _..�....... m..�_. _ ......-- —..�� ..._..... �. 'stasp M 1� �°��a�•�� Date President FOR THC �'�Z"�i±",��t'�'�' OF TEXAS SYSTEM, SIGNIFYING APPROVAL� BY THE ��"�`��'`� �+' TEXAS SYSTEM BOARD OF REGENTS: �� , „� � �� _ �'�� ... �� w�. � � � � �� m �° —�--�'"�� " � � � � �:—� ..� _ ______—_�. �...... .�.m.A �.....a_� � . .... —.� � ��"1l ��T`�'.7�� f�e��.� �"��1'�"t��rz��Y & Vice Chancellor � The University of Texas System ��'"��W�� N.�,� �' "�""�",� N��C=�C'� l��" � a .,� �W�"��"�"�'p �,r,r �� „.._ ��n�� Y k �3t��k C��4�N ��N�"t ��w�f ��` �«1'�IC��`��I�m'� iN�4�l"1�%;�w�� 1�' t..�G' i"I_�� '��",��l,i�'��"i'�':�G�u EXHIBIT A _. Item Descrlption Part/Serial # Qty Location Picture File Name Black office chairs PO 289818 40 1001, Training Room 1 Fisher Isotemp Oven Model 215F 1 SWIS Building � 2 Assorted lab glass Est. SO SWIS Building 3 Autoclave pipettools �� 1 Box SWIS Building 4 Assorted tubing 1 Box SWIS Bullding � 5 _ �� Hach Company Model #45300-01 1 SWIS Building 6 ... � � Veridian Tubing rolls SWIS Building 7' Micro-Measurements Model P3 Serial #195642 1 � SWIS Building 8 Graduated Cylinders Pipets 1 Box SWIS Building 9 Sampling equlpment and Scoops 1 Box SWIS Building �0 1,""u'h�*��r�rr Instruments Unispense dispenser pose � Counter Serial #1788 1 SWIS Building 11 _W ............._�....� � Nuova Stir Plate Barnstead Thermolyne Serial #757970161251 1 SWIS Building 12 , , arge m Larger lab glass Boxes SWIS Building 13 Corrugated plastic tube � 4 SWIS Building 14 ' Fernco 4" Fittings 2 SWIS Building 15 Gas Well parts 2 SWIS Building 16 2" HTPE Pipe fittings �� 1 Bag SWIS Building 1� Well head A 1 SWIS Building 18 1 small _ 'gas well fittings ,box SWIS Building 19 Fisher Scientific Sci 60L Oven Gravity Serial #41990802 1 SWIS Building ZD Microscope Slids w 1 Box SWIS Building 21 �. _.._ . �. _ CHEMetrics water analysis System 'V2000 Photometer 1 SWIS Building 22 �� Fisher Scientific ISerlal #91062644 1 SWIS Building 23 TimexAlarm Clock 1 SWIS Building 24 Tape measures, assorted tools and fittings 1 Box SWIS Building 25 .�_.�.�_......._ _ _...�. � Trash bags and dust masks 1 Box SWIS Building z6 Timesaver 2" Ball Valve 1 SWIS Bullding 27 _.... _ M-Bond AE-10 Adhesive Kit 1 Box SWIS Building 28 PBC fittings and Fernco's 2" '1 Box SWIS Building 29 Strain Indicator and Recorder Serial #195642 1 SWIS Bullding 30 v. ..... � �..,.�.......w� .... ..... ....._ �.�.��...... . Rubber Maid Storage Containers 1 Box SWIS Building 31 2 Piece Mirror 1 SWIS Building Office 32 VAL040010 Valve 8763032-1 1 SWIS Building Office 33 Falanges 1 SWIS Buflding Office 33 �� ., Falange Kit 2 ' SWIS Building Office 33 Office Charis 4 SWIS Building Office 36 Desk �� 1 SWIS Building Office 36 , _�_.�� _�� ....�..._._.� _.�.�� ........ 'Small bookshelf 1 SWIS Building Office 36 5 gallon jugs 1 SWIS Building 38 Table 289644 � 20 1001 Bldg, Training Room 39 Creson Projector RLF550178L 1 1001 Bldg, Training Room 40 Dark Maple Round Table 3 1005 Bldg, Training Room 41 Hard Hats �� 5 1001 Bldg, Training Room 42 Safety Glasses 3 1001 Bldg, Training Room 43 Projector Screen � 1 1001 Bldg, Training Room 44 White Boards 2 1001 81dg, Training Room 45 I Framed Pictures 15 1001 Bldg, Training Room 46 �..��._ _.._W..... �......._ Non Framed Pictures 6 1001 Bldg, Training Room 47 Podium 1 1001 81dg, Tralning Room 48 Wireless Mlc BLX1 H9 �� 1 I 1001 Bldg, Training Room 49 Epson Pro)ector Remote 1 1001 Bldg, Training Room 50 Elite Screen Remote I2 1001 Bldg, Training Room 51 Fire Extinguisher � � 1 1001 Bldg, Training Room 52 Side Chairs 5 1001 Bldg, Training Room 53 Table 1 1001 Bldg, room 103 54 ,��.�� _� Chairs 423482M 3 1001 Bldg, room 103 55 Whiteboard 1 1001 Bldg, room 103 56 ; � �...,..._ .� . .�p� ��.. Easel 2 1001 Bldg, room 103 57 ! Trashcan 1 1001 Bldg, room 103 58 Sectional Desk 1 1001 Bldg, room 102 59 Chairs 1 1001 Bldg, room 102 60 Table � 1 1001 Bldg, room 104� 61 .._� Trashcan 1 1001 Bldg, room 104 62 Table i 2 1001 Bldg, room 106 63 Chair 1 1001 Bldg, room 106 64 Whiteboard� � � 1 1001 Bldg, room 106 65 Table 3 1001 Bldg, room 105 66 Whlteboard �� 1 � 1001 Bldg, room 105 � ��ww � 67 1001 Bldg, room 107, Table 1 electrlcal room 68 1001 Bldg, room 107, IVerizon Wireless Router PIN CSXI3450104506 1 electrical room 69 1001 Bldg, room 107, Verizon Network Box MRCC00309598 1 electrical room 7� 1001 Bldg, room � _��.. _.��...� _ 107, ToCal Access 924 Box 31251278E 1 electrical room 71 Table 2 1001 Bldg, breakroom 72 __ Chairs 'i9 1001 Bldg, breakroom 73 Whirlpool Refrigerator 1 1001 Bldg, breakroom 74 . � .__ ............... � .��..� _.. � Samsung Microwave 1 1001 Bldg, breakroom 75 Tables 3 1001 Bldg, room 108 � 76 �, Chair 1 1001 Bldg, room 110 77 Fire Extinguishers 6 SWIS Building 78 Trashcan 2 SWIS Building 79 ��.... �� 5heff �� 1 SWIS Building $� Scale ��ITmm��-^m��u� �� 1 SWIS Building 81 AutoClave 1 SWIS Buflding 82 Refrigerator -The Big One 1 SWIS Building $3 Nitrogen Tank 1 SWIS Building 84 ._.. _...... �. Oxygen Tank I1 SWIS Building 85 ....__ _ w_.....�.�. Dissolve Oxygen Reagent 4 SWIS Building 86 Sulphuric Acld 2 SWIS Building 8� �.�.� ___ �. PhosphoricAcid 1 SWIS Building $8 Nitric Acid � 1 SWIS Building 89 �.�............� �. �Ammonium Persulfate 1 SWIS Building 90 � ..� Andro Fire Ant Killer 1 SWIS Building 91 I Misc Rocks 1 SWIS Building 92 Week Killer 1 I SWIS Building 93 Grass Killer 1 SWIS Building 94 _�.. �..� Sink and Sweep 1 SWIS Building � 95 Acetone � 1 SWIS Building 96 Misc Spray Bottle of Product 1 SWIS Building 97 � � .. Liquinox 5 SWIS Building 98 Buffer Solution PH7 � 3 SWIS Building 99 Buffer SoluYion PH10 1 SWIS Building � ��....� 100 . ......_. - .._.....� . Dominior and Grimm Detergent 1 SWIS Building �� 101 j Airablo 1 SWIS Building 102 _�� .�.� Powder Detergent 1 SWIS Building 103 Alconox � 3 sm SWIS Building 104 Alconox 1 Ig SWIS Building i 105 �� ...� Luminox �2 SWIS Building 106 TeraJet 2 SWIS Building 107 � Alcojet 1 SWIS Building 108 W _�_. �_ Trisodium Phosphate 1 SWIS Building �� 109 �_..�.._.__.___..____...�.��.��.,, ,.�.�..� Benzoic Acid 1 , SWIS Building 110 Non foaming Cleanser 1 SWIS Building 111 Ammonium Hydroxide 1 SWIS Building 112 Potassium Phosate 1 SWIS Building 113 _ _ Phenolphtalein 98.5% 3 SWIS Building 114 __._. Gorilla Glue 1 SWIS Building 115 _� _ Water Check 1 SWIS Building 116 Sodium Hydroxide 2 SWIS Building 117 Dentonium Bnzoat 1 SWIS Building 118 Rug Doctor 1 SWIS Building 119 .�_�. Magnesium Oxide 1 SWIS Building 120 Magnesium Sulfate 1 SWIS Building 121 NaOH 1 SWIS Building 122 Vacu Vials 1 SWIS Building 123 . � ��--- iDr, Grow Fertilizer 2 SWIS Building 124 . _...._ AccYivated Sludge 1 SWIS Building 125 1 Light Green Tub Misc Chemicals 1 SWIS Building 1z6 i Dlgital Refractometer D09JC 1 SWIS Building 12� Glass Lab Tubes � 1 BX SWIS Building �28 Glass Lab Vials 1 SWIS Building 1Z9 .�....�._..m — Glass Compound Bowl 1 SWIS Building 130 COD Vials 3 BX SWIS Building 131 �.._,� PHThermometer 1 SWISBuilding 132 Glass Funnel 1 SWIS Building 133 Volatile Acid 1 SWIS Building 134 _��.._._�_ . Nuvoa Stir Plate 1 SWIS Building 135 '' Drill Bits i1 BX SWIS Building 136 FCI-Gas Flow Meters 619053/619056 2 SWIS Building 137 _.__�.��.� _ 32 Gal Black Trashcans 5 SWIS Building 138 Water Heater 0910N400467 1 SWIS Building 139 _ _� .... �. .... Amber Glass Bottles 2 BX SWIS Building 140 _�... ............... ....... _�.��_�._ 141 Misc Lab Equip 4 BX SWIS Build(ng Performance Pipe Fitting 1 SWIS Building 142 Ball Valves 2 BX SWIS Building 143 Plastic Lab Bottles 2 BX SWIS Building 144 �.�_ .� �.. Air Regulators 1 BX SWIS Buildmg 145 .�..�. � Emergency Eye Wash Kits 3 SWIS Building 146 _ ...... � �. �, m� �...... ...��_IT - g --� ... .......�..�. �� ....... ......_ Glassware 1 BX I SWIS Buildin 147 . ,....�.�..._ .�. __...� �_ ...�...... Mason Jars 1 BX SWIS Building 148 Mass Flow Meter 1 BX SWIS Building 149 Air Pump 1 BX SWIS Building 150 Mis Bolts and Stuff 1 BX SWIS Bullding , 151 'Pond Liner Patch\ and little blue balls �� 1 BX SWIS Building 152 Guava Tech Machine GTI-0300337 1 SWIS Building �53 Stainless Pot with Thermometer 1 SWIS Building 154 ..._. Cabinets - Green 16 SWIS Building 155 Mirror 1 SWIS Building 156 Dishwasher 1 SWIS Building 157 __ .w_ �..._.�, � Tables 8 SWIS Building 158