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AmendmentNo.1totheMemorandumofUnderstandingɋ
OrdinanceNo.200611105/02/06JR
ExtensionofMemorandumofUnderstanding\[originalis
attached\]05/01/09JR
FurtherExtensiontoAmendmentNo.1totheMemorandumof
UnderstandingɋOrdinanceNo.201310504/16/13JR
FurtherExtensiontoAmendmentNo.1Memorandumof
UnderstandingɋOrdinanceNo.201612804/26/16JR
ORDmANCE NO.
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO APPROVE A
MEMORANDUM OF UNDERSTANDING (MOL!) WITH THE UNIVERSITY OF NORTH
TEXAS TO AUTHORIZE PARTICIPATION IN VARIOUS RESEARCH PROJECTS
ORIGINATED BY THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF
FUNDS THEREFORE; AND DECLARING AN EFFECTIVE DATE (FILE 3024-
MEMORANDUM OF UNDERSTANDING WITH THE UNIVERSITY OF NORTH TEXAS).
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the City Manager, or his designee, is hereby authorized to execute the
attached Memorandum of Understanding and to make the expenditures provided for in the
Memorandum of Understanding, a copy of which is attached hereto and incorporated by
reference herein.
SECTION 2. That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the/~Y~day of V'///,{..(.d~, ,2003.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
AP~OVED AS TO LEGAL FORM:
· HERBERT L. PROUTY, CITY ATTORNEY
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understand'mg ("MOU") is made and entered into as of the
effective date provided herein below, by and between the City of Denton, Texas, a Texas
home rule municipal corporation (the "City") and The University of North Texas, a state
university ("UNT") and UNT's Institute of Applied Sciences (lAS) acting herein, by and
through their duly authorized representatives.
WHEREAS, the City and UNT have established an ongoing relationship whereby
UNT IAS has performed valuable professional research services for the City; and
WHEREAS, the City and UNT lAS desire to memorialize this relationship in this
Memorandum of Understanding to continue to provide for such research services;
Now, Therefore, in consideration of the covenants and agreements herein contained, the
parties agree as follows:
Subject to the terms and conditions contained herein, the City will contract with
UNT and UNT IAS will provide, as an independent contractor, research services as
provided in this MOU and in subsequent statements of work as provided herein.
1. Purpose. The purpose of this MOU is to streamline the process for conducting
collaborative research projects that are initiated by the City. This MOU formalizes
ongoing collaborative research efforts that have existed between the City and UNT lAS
for a number of years. Many of these efforts have involved relatively small (less than
$25,000.00) research projects and have primarily involved the use of graduate students
conducting research of use to the City and UNT lAS.
2. Scope. Any research project that meets the following criteria will be subject to
this MOU:
a. It is initiated by the City or jointly between the City and UNT IAS and
b. The total project cost is $25,000.00 or less; and
A scope of work will be determined prior to the initiation of each project
and agreed upon by both parties.
3. Statement of Work. Before initiating a project the City will submit to UNT a
request for a Statement of Work outlining the scope of work for the project. Within a
reasonable time thereafter, UNT shall submit to the City a proposal for the Statement of
Work. Such proposal shall be approved by the UNT Office of Research Services and
shall set forth the Scope of Work, estimated fane of completion and estimated cost. The
cost of the project shall be on a cost-reimbursable basis and shall not exceed $25,000.00
(the "Project Cost"). LINT shall allocate five percent (5%) of the total Project Cost for
overhead. The City, upon approval of UNT proposal shall notify UNT, per Section I 1, of
the City's desire to proceed with each Statement of Work. Each Statement of Work shall
specify the Project Cost and the Tenn.
4. Performance. UNT shall use all reasonable efforts to perform the services and
deliver the reports and other deliverables specified in each Statement of Work within the
stated time as agreed to between the parties.
5. Key Personnel. LINT shall provide a Project Director for each Statement of
Work. Should the Project Director be removed from employment at UNT for any reason,
the parties shall mutually agree to his/her replacement by other UNT personnel.
6. Terms and Termination. This MOU shall commence on the effective date
hereof and shall continue in full force and effect for a period of three (3) years. Either
party may terminate the agreement at any time by giving not less than thirty (30) days
advance written notice to the other party. Termination or cancellation shall not affect the
rights and obligations of the parties accrued prior to termination. The City shall be liable
for all expenses incurred and all non-cancelable commitments made prior to UNT's
receipt of the notice of termination and shall pay UNT for same within thirty (30) days of
final invoice. On receipt of payment in full for work performed, LINT shall deliver the
results of all previously unreported work in such form as it exists.
7. Payment. For the services for projects including counsel, reports, and other items
delivered hereunder, City shall pay UNT on a cost-reimbursable basis in an amount not to
exceed $25,000 per Statement of Work not to exceed a total of $100,000 per year. In the
performance of work under this MOU, UNT agrees to expend funds in accordance with
the budget established for each specific Statement of Work issued under this MOU.
UNT shall submit monthly invoices to the City within thirty (30) days for costs
incurred during the preceding period for each Statement of Work. All invoices shall be
sent to:
City of Denton/Accounts Payable
215 E McKinney St
Denton, Texas 76201
The City agrees to reimburse UNT for the costs billed within thirty (30) days of
receipt of invoice. All payments shall be sent to:
Office of Grant Accounting
University of North Texas
P.O. Box 311128
Denton, TX 76203
8. Equipment. Ownership of all permanent and expendable equipment purchased by
UNT under this Agreement shall become the sole property of LINT at the time of
purchase, and title thereto shall vest solely in UNT.
9. Rights in Data, Copyrights and Publication. Data (which is herein defined as
includ'mg, but not limited to, software, writings, sound recordings, pictorial
reproductions, drawings or other graphical representations, reports, blueprints and works
of any similar nature, whether or not copyrighted or copyrightable) first produced or
composed by UNT employees in the performance of work under this MOU and any
applicable Statement of Work shall be the property of the City, provided however, that
the City shall grant to UNT a royalty-free, non-exclusive license to reproduce, modify
and use all such data for its own purposes.
UNT shall be flee to publish the results of work under this MOU and any
applicable Statement of Work. Title to and the right to determine the disposition of any
copyrights on publications relating to the performance of the work hereunder shall remain
with UNT, who shall have the sole fight to determine the disposition of those copyrights.
10. Inventions and Patent Rights. Title to any invention or discovery made or
conceived in the performance of research by UNT under this MOU and any applicable
Statement of Work shall remain with UNT, which shall have the sole right to determine
the disposition of any patents or other rights resulting there from, provided however that'
upon issue of any patent on any such invention or discovery, the City shall have a sixty
(60) day option for an exclusive license to practice the invention for a period of time and
at a royalty rate to be negotiated.
11. Notices. All notices under this Agreement given by either party to the other shall
be in writing and shall be sent by and addressed to the following individuals:
For UNT:
Reata Busby
Associate Vice Provost for Research
Office of Research Services
University of North Texas
P.O. Box 305250
Denton, Texas 76203-5250
rbusb¥(~,unt.edu
940.565.3940 (voice)
940.565.4277 (fax)
By Courier:
Reata Busby
Avenue C ~ Chestnut
Administration Bldg.
Room 160
Denton, TX 76203
940.565.3940
For City:
City Manager, City of Denton
City Hall
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8596
12. Independent Contractor. UNT is an independent contractor and shall be flee to
exercise its discretion and independent judgment as to the method and means of
performance of the services contracted for by the City. UNT employees shall in no sense
be considered employees of the City and neither UNT nor City personnel will, by virtue
of this MOU or any Statement of Work, be entitled or eligible, by reason of the
contractual relationship hereby created, to participate in any benefits or privileges given
or extended by either party to its employees. This agreement is not an agreement of joint
venture, joint enterprise, partnership or employment.
13. Non-Indemnification. Unless otherwise required by law, neither party shall by
reason of this MOU, or any applicable Statement of Work, be obligated to defend,
assume the cost of defense, hold harmless, or indemnify the other from any liability to
third parties for loss of or damage to property, death, or bodily injury arising out of or
connected with the work under this MOU or any applicable Statement of Work.
14. Governing Law and Venue. This MOU and any applicable Statement of Work
are fully performable in Denton County, Texas and shall be governed by and construed in
accordance with the laws of the State of Texas.
15. Publicity. Neither party to this MOU or any applicable Statement of Work may
use the name of the other in news releases, publicity, advertising, or product promotion
without the prior written consent of the other, except that UNT may include the City's
name in reports as required by state and federal mandates.
16. Assignment. Neither party may assign their rights and/or duties hereunder
without the written permission of the other party.
17. Amendments. This MOU may be extended, renewed, or otherwise amended at
any time by the mutual written consent of the parties. No modification of this MOU or
waiver of the terms or conditions hereof shall be binding upon either party hereto unless
approved in writ'mg by an authorized representative, or shall be effected by the
acknowledgement or acceptance of purchase order forms containing other or different
terms and conditions whether or not signed by an authorized representative of the party.
18. Successors and Assigns. This MOU shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors, administrators,
successors and, except as otherwise provided in this MOU, their assigns.
19. Captions. The captions to the various provisions of this MOU are for
informational purposes only and shall not alter the substance of the terms and conditions
of this MOU.
20. Alternative Dispute Resolution. Chapter 2260 of the Texas Government Code
establishes a dispute resolution process for contracts involving goods, services and
certa'm types of projects. If Chapter 2260 applies to this Agreement, the parties must use
the statutory dispute resolution process to attempt to resolve disputes arising under this
Agreement.
Signed to be effective this the .~day of
,2003.
UNIVERSITY OF NORTH TEXAS
By
Phillip ~ Diebel
Vice President for
Finance & Business Affairs
/
ATTEST:
APPROVED AS TO FORM:
Michael A. Conduff ",~(~)
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO FORM:
UNIVERSITY OF NORTH TEXAS
Denton, Texas
MEMORANDUM OF UNDERSTANDING
THE ENVIRONMENT
THIS AGREEMENT is entered into effective the 1St day of May, 2009, by and between the
University of North Texas, a state institution of higher education, with business offices located
at 1501 Chestnut Street, Denton, Texas, 76203 (hereinafter "UNT") and City of Denton, a Texas
home rule municipal corporation, with business offices located at 215 East McKinney Street,
Denton, Texas 76201 (hereinafter "City"). UNT and City are hereinafter referred to collectively
as the "Parties" or individually as a "Party."
Background
The City of Denton and University of North Texas have an established, long-standing
relationship of collaboration on research projects of mutual interest and benefit. The City of
Denton is, among other interests and activities, committed to serving as a good steward of
environmental resources through the development of innovative approaches, programs and
initiatives to improve, protect and preserve the environment and provide environmental
education to its citizens. The University of North Texas, a recognized student-centered public
research university, has the skilled personnel and facilities available to undertake and facilitate
such research and education. The City of Denton and UNT desire to continue this relationship
and combine their respective capabilities and interests to successfully undertake future research
projects.
Purpose and Vision
The purpose of this Agreement is to set-forth the process for conducting collaborative
Research Projects. The terms of this Agreement shall apply to small, short-term research projects
that are approved by City and performed primarily by UNT graduate students under the direct
supervision of a UNT Project Director. Specifically, the Research Projects must meet the
following criteria:
a. The Research Project is initiated by City or jointly initiated by City and UNT, and
b. The total project cost is Twenty-Five Thousand Dollars ($25,000.00) or less, and
c. The Research Project may be completed within twelve (12) months; and
d. The Research Project advances student education and training; and
e. The City and UNT agree that the Research Project is subject to the terms of this
Agreement.
MOU.GN2963.cr Page]
May T, 2009
Research Projects
The City may identify and initiate Research Projects by issuing a Request for Proposal
(RFP) or otherwise soliciting proposals from UNT. UNT shall prepare proposals which set-forth
the project title, period of performance, project director, key personnel, compensation, budget,
description of the work to be performed and any reports or deliverables due during the term of
the Research Project. Proposals will be reviewed by the UNT Office of Research Services and
submitted for consideration by City. Proposals shall be approved in writing and accepted for
funding by an authorized representative of City. The City shall notify UNT of City's desire to
proceed with Research Projects. UNT shall then make available information, resources, and'
technical expertise necessary for successful completion of Research Projects. UNT shall use all
reasonable efforts to perform the services and deliver the reports and other items specified in the
proposals.
Key Personnel
UNT shall provide a Project Director for each Research Project under this Agreement. If
the Project Director or any of the key personnel are removed from employment at UNT for any
reason during the term of the Research Project, the Parties shall mutually agree as to the
individuals' replacement by other UNT personnel.
Period of Performance and Termination
The term of this Agreement is specified as May 1, 2009 through September 30, 2013
unless sooner terminated in accordance with the terms herein. Either Party hereto may terminate
this Agreement or performance of Research Projects at any time by giving not less than thirty
(30) days advance written notice to the other Party. Termination or cancellation shall not affect
the rights and obligations of the Parties accrued prior to termination. City shall be liable for all
expenses incurred and all non-cancelable commitments made prior to UNT's receipt of the notice
of termination and shall pay UNT for same on receipt of a final invoice. On receipt of payment
in full for work performed, UNT shall deliver the results of all previously unreported work in
such form as it exists.
Cost and Payment
In consideration for performance of a Research Project by UNT, the City shall pay UNT
on a cost-reimbursable basis an amount not to exceed Twenty Five Thousand Dollars
($25,000.00) for expenses and other related costs. Annual compensation under this Agreement
shall not exceed One Hundred Thousand Dollars ($100,000.00). In the performance of work
under this Agreement, UNT agrees to expend funds primarily in accordance with the budget
detailed in the proposal. Administrative or Indirect Costs shall not exceed fifteen percent (15%)
of the budget.
MOU.GN2963.cr Page 2
May 1, 2009
UNT shall submit monthly invoices to the City within thirty (30) days for costs incurred
during the preceding period for each Research Project. All invoices shall be sent to:
City of Denton
Attn: Kenneth Banks
901-A Texas Street
Denton, Texas 76209
The City agrees to reimburse UNT for the costs billed within thirty (30) days of receipt of
invoice. All payments shall be sent to:
Office of Research Services
University of North Texas
1155 Union Circle 305250
Denton, Texas 76203-5017
Equipment
City funds shall not be used to purchase permanent equipment. Ownership of expendable
equipment purchased by UNT under this Agreement shall become the sole property of UNT at
the time of purchase, and title thereto shall vest solely in UNT.
Rights in Data, Copyrights and Publication
Title to data (which is herein defined as including, but not limited to, software, writings,
sound recordings, pictorial reproductions, drawings or other graphical representations, reports,
blueprints and works of any similar nature, whether or not copyrighted or copyrightable) first
produced or composed by UNT employees in the performance of work under this Agreement
shall be the sole and exclusive property of UNT, who shall have the sole right to determine the
disposition of copyrights or other rights resulting there from, provided, however, that UNT shall
grant to the City a royalty-free, non-exclusive license to reproduce, modify and use all such data
for its own purposes.
UNT shall be free to publish the results of work under this Agreement. Title to and the
right to determine the disposition of any copyrights on publications relating to the performance of
the work hereunder shall remain with UNT, who shall have the sole right to determine the
disposition of those copyrights.
Inventions and Patent Rights
Title to all inventions and discoveries made solely by UNT inventors resulting from
Research Projects under this Agreement shall reside with UNT; title to all inventions and
discoveries made solely by City inventors resulting from the Research Projects shall reside with
MOU.GN2963.cr Page 3
May 1, 2009
fr _ l'
City; title to all inventions and discoveries made jointly by UNT and City inventors resulting
from the Research Projects shall reside jointly with UNT and City.
Use and"Disclosure of Proprietary Information
The Parties anticipate that under this Agreement it may be necessary for to exchange
information of a proprietary nature.
Proprietary Information is defined as technical data and other information (including but
not limited to products, substances, organisms, technology, research results or plans, processes,
know-how, reports, descriptions, drawings, compositions, strategies, trade secrets, business and
financial information, and computer software) in whatever form, which is related to the Research
Projects, and is disclosed or delivered by, one Party to the other, whether by means of written or
oral disclosures or otherwise, and has been labeled as "Confidential" or "Proprietary" by the
disclosing Party. In the event of oral disclosure of Proprietary Information, the disclosing Party
agrees to promptly notify the receiving Party of such oral disclosure, and reduce to writing
labeled "Confidential" or "Proprietary" the information within thirty (30) days of such oral
disclosure, and referencing the place and date of such oral disclosure and the names of the
employees of the receiving Party to whom such oral disclosure was made, and including therein a
brief description of the information disclosed.
Proprietary Information shall not be copied or reproduced by the receiving Party without
the express written permission of the disclosing Party, except for such copies as may be
reasonably required for accomplishment of the purpose stated above. Proprietary Information
shall be disclosed only to the director or employees of the receiving Parry who have a "need to
know" in connection with the purpose stated above. Proprietary Information shall not be
disclosed by receiving Party to any third party without the prior written consent of the disclosing
Party.
Notwithstanding anything to the contrary in this Agreement, the following information
shall constitute non-proprietary information:
1. Information that was in the public domain at the time of disclosure or thereafter enters the
public domain through no breach of this Agreement by the receiving Party;
2. Information that was disclosed by disclosing Party to a third party without a duty of
confidentiality on the third party;
3. Information that was, at the time of receipt, otherwise known to the receiving Party
without restriction as to use or disclosure;
4. Information that becomes known to the receiving Party from a source other than the
disclosing Party without a breach of this Agreement by the receiving Party;
5. Information that is developed independently by the receiving Party without the use of
Proprietary Information disclosed to it hereunder;
6. Information disclosed by the receiving Party pursuant to judicial order, governmental
regulation or statutory requirement, provided the receiving Party notifies the disclosing
MOU.GN2963.cr Page 4
May 1, 2009
a
Party as soon as possible (and in any event prior to such disclosure) and cooperates with
the disclosing Parry in the event the disclosing Parry elects to contest and avoid such
disclosure; or
7. Information that is disclosed more than three (3) years after it is first received hereunder.
All written data delivered by the disclosing Party pursuant to this Agreement shall be and
remain the property of the disclosing Party, and all such written data, and any copies thereof,
shall be promptly returned to the disclosing Parry upon written request, or destroyed at the
disclosing Party's option.
No license or conveyance of any rights to any discoveries, inventions, patents, trade
secrets, copyrights, or other form of intellectual property is granted or implied by the exchange of
Proprietary Information.
Governin LLaaw_
The Agreement shall be governed by and construed in accordance with the laws of the
State of Texas.
Amendments
This Agreement may be extended, renewed, or otherwise amended at any time by the
mutual written consent of the Parties. No modification of this Agreement or waiver of the terms
or conditions hereof shall be binding upon either Party unless approved in writing by an
authorized representative, or shall be effected by the acknowledgement or acceptance of purchase
order forms containing other or different terms and conditions whether or not signed by an
authorized representative of the Party.
Assignment
The Parties may not assign their rights and/or duties hereunder without the written
permission of the other Party.
Compliance- with Laws
UNT shall comply with all applicable federal, state and local laws, codes, regulations,
rules and orders in the performance of research projects.
Independent Contractor
UNT is an independent contractor and shall be free to exercise its discretion and
independent judgment as to the method and means of performance of the services contracted for
by City. UNT employees shall in no sense be considered employees of City and neither UNT nor
MOU.GN2963.cr Page 5
May 1, 2009
City personnel will, by virtue of this Agreement, be entitled or eligible, by reason of the
contractual relationship hereby created, to participate in any benefits or privileges given or
extended by either Party to its employees.
Interpretation
The captions to the various articles of this Agreement are for informational purposes only
and shall not alter the substance of the terms and conditions of this Agreement.
The Parties agree that in the event that any provision of this Agreement is found to be
invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity of the
remaining provisions shall not in any way be affected or impaired and shall continue in effect for
the term of this Agreement.
Non-Indemnification
Unless otherwise required by law, neither Party shall by reason of this Agreement
be obligated to defend, assume the cost of defense, hold harmless, or indemnify the other
from any liability to third parties for loss of or damage to property, death, or bodily injury
arising out of or connected with the work under this Agreement.
Notices
All notices or other communications required or permitted under this Agreement given by
either Party to the other shall be in writing and shall be considered properly given if sent by U.S.
Postal Service, Certified Mail, Return Receipt Requested, postage prepaid or by an overnight
courier service with written verification of receipt, and addressed to the following individuals:
For UNT: Kristi Lemmon
Director of Sponsored Projects
Office of Research Services
University of North Texas
1155 Union Circle 305250
Denton, Texas 76203-5017
Telephone: 940-565-3940
Fax: 940-565-4277
Email: Kristi.lemmon@unt.edu
For City: City Manager
City of Denton
City Hall
215 East McKinney
Denton, Texas 76201
MOU.GN2963.cr Page 6
May 1, 2009
Telephone: 940-349-8307
Fax: 940-349-8596
Publici
Neither Party to this Agreement may use the name of the other in news releases, publicity,
advertising, or product promotion without the prior written consent of the other, except that UNT
may include City's name, project title, and total contract value in internal and external reports.
Successors and Assignees
This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective heirs, executors, administrators, successors and, except as otherwise provided in this
Agreement, their assignees.
Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all
previous agreements and understandings relating to the work to be performed.
(Signatures begin on the following page.)
MOU.GN2963.cr Page 7
May 1, 2009
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective date
written above.
CITY OF DENTON UNIVERSITY OF NORTH TEXAS
I ~l
By: / By:
George C. ampbell Andrew M. Harri
City Manager Vice President for Finance and
Administration
ATTEST:
By: Imu a fo 1 36-12
Jenruf Walter
City cretary
APPROVED AS TO LEGAL FORM:
By:
Anita B rgess
City Attorney
MOU.GN2963.cr Page 8
May 1, 2009
Briefing
This Memorandum of Understanding (MOU) represents an extension of the MOU that has been in place
between the University of North Texas and the City of Denton since May 2003. Previous MOUs have
been set up for 3 year intervals, resulting in a previously renewed agreement in 2006 and the attached
agreement. The original MOU was approved by the Public Utility Board and City Council in 2003. The
2009 renewal was reviewed and approved by legal, and was then presented as an ACM update to the
Public Utility Board on May 18, 2009. The PUB recommended proceeding with renewal.
The City Manager and City Secretary need to sign the three copies where indicated.
If any information is needed, contact Ken Banks at 940-349-7165