Loading...
R2009-104 - 2009-06-29RESOLUTION NO. R2009-104 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO ENTER INTO AN AGREEMENT ASSOCIATED WITH THE AERIAL RECONNAISSANCE AND DISASTER RESPONSE RECONNAISSANCE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain Agreement by and between the City of Pearland and Rescue Flight, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest an Agreement with Rescue Flight. PASSED, APPROVED and ADOPTED this the 29th day of June, A.D., 2009. 22 ATTEST: APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR :CO_ :0% /\ : ' MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY of PEARLAND, TEXAS AND RESCUE FLIGHT ARTICLE I - PURPOSE AND AUTHORITY This Memorandum of Understanding ("MOU") is entered into by and between Rescue Flight ("Rescue Flight") and the City of Pearland, a home rule municipality of the State of Texas, (CoP) ("the parties") for the purpose of establishing a mutual framework governing the respective responsibilities of the parties for the provision of Rescue Flight goods and services. ARTICLE II - SCOPE Any goods and services provided by Rescue Flight under this MOU may include aerial reconnaissance and disaster response reconnaissance, including a description of CoP program/work , and such other related goods or services as set out in Exhibit "A", attached hereto and made a part hereof this MOU. Nothing in this MOU shall be construed to require the CoP to use Rescue Flight or to require Rescue Flight to provide any goods or services to the CoP, except as may be set forth in subsequently adopted Support Agreements ("SA(s)") which shall be developed and approved by the Parties hereto on an "as needed" basis. ARTICLE III- TERM Notwithstanding the foregoing, this MOU may be terminated at any time after the execution hereof, at the option of either party by giving the other party ninety (90) day's written notice ARTICLE IV - COMMUNICATIONS To provide for consistent and effective communication between Rescue Flight and the CoP, each party shall appoint a Principal Representative to serve as a central point of contact on matters relating to this MOU. Additional representatives may also be appointed to serve as points of contact on SAs. ARTICLE V - SUPPORT AGREEMENTS In response to requests from the CoP for Rescue Flight assistance under this MOU, Rescue Flight and the CoP shall develop mutually agreed-upon SAs. SAs shall include the following information: • a detailed scope of work statement: • work schedules; • funding arrangements [funding must be received in advance of obligation; • the amount of funds required and available to accomplish the scope of work as stated above; • the CoP's fund citation and the date upon which the cited funds expire for obligation purposes; • identification of individual project managers; • identification of types of contracts to be used (if known); • types and frequencies of operation reports; • identification of which partyshall be responsible for government -furnished equipment, contract administration, records maintenance, rights to data, software and intellectual property, and contract audits; • procedures for amending or modifying the SA; and • any other information necessary to describe the obligations of the parties with respect to the requested goods and services. No goods or services contemplated by this MOU shall be provided until an appropriate SA has been signed by an authorized representative of each party. Upon execution by each party, a SA shall constitute a valid order. ARTICLE XI - EFFECTIVE DATE This MOU shall become effective when signed by both the City of Pearland and Rescue Flight. City of Pearland Rescue Flight By: _Bill Eisen By: 2,06,...7- ou Title: _City Manager Title: D1 R . D F 46ZATt 0,u-4 DATE: June 29, 2009 DATE: 2.7 %Lag. 244? ARTICLE V- SUPPORT AGREEMENTS In response to requests from the CoP for Rescue Flight assistance under this MOA, Rescue Flight and the CoP shall develop mutually agreed-upon SAs. SAs shall include the following information: • a detailed scope of work statement: • work schedules; • funding arrangements [funding must be received in advance of obligation; • the amount of funds required and available to accomplish the scope of work as stated above; • the CoP's fund citation and the date upon which the cited funds expire for obligation purposes; • identification of individual project managers; • identification of types of contracts to be used(if known); • types and frequencies of operation reports; • identification of which party shall be responsible for government-furnished equipment, contract administration, records maintenance, rights to data, software and intellectual property, and contract audits; • procedures for amending or modifying the SA; and • any other information necessary to describe the obligations of the parties with respect to the requested goods and services. No goods or services contemplated by this MOA shall be provided until an appropriate SA has been signed by an authorized representative of each party. Upon execution by each party, a SA shall constitute a valid order. In the case of conflict between this MOA and a SA, this MOA shall control. ARTICLE VI-RESPONSIBILITIES OF THE PARTIES A. Responsibilities of Rescue Flight 1. Rescue Flight shall provide the CoP with goods or services in accordance with the purpose, terms, and conditions of this MOA and with specific requirements set forth in SAs and implementing arrangements. 2. Rescue Flight shall identify authorized Rescue Flight representatives to sign SAs. 3. Rescue Flight shall use its best efforts to provide goods or services either by contract or by in-house effort. 4. Rescue Flight shall provide detailed periodic (NEED TO CLARIFY PERIODIC) progress, financial, and other reports to the CoP as agreed to in the SA. Financial reports shall include information on all funds received, obligated, and expended and on forecast obligations and expenditures. 5. Rescue Flight shall provide the CoP a copy of of all contracts entered into under each SA. 6. The parties hereto recognize and agree that Rescue Flight, in performance of this agreement, shall act as an independent contractor and shall have control of its own work and the manner in which it is performed and that all agents, employees or borrowed servants of Rescue Flight shall not be considered agents,employees,or borrowed servants of CoP. B. Responsibilities of the CoP: 1. The CoP shall certify, prior to the execution of each SA under this MOA that the SA complies with the requirements of the statutes of the State of Texas. 2. The CoP shall pay all costs associated with Rescue Flight's provisions of goods or services under this MOA and shall certify, at the time of signature of a SA, the availability of funds necessary to accomplish that SA. 3. The CoP shall ensure that only authorized CoP contracting officers sign SAs. 4. The CoP shall develop draft SAs to include scope of work statements. 5. The CoP shall obtain for Rescue Flight all necessary real property interests and access to all work sites and support facilities, and shall perform all coordination for and obtain any permits from local, state, and/or federal agencies, as may be required for each SA. ARTICLE VII-FUNDING The CoP shall pay all costs associated with Rescue Flight's provision of goods or services under this MOA. Funds for the services to be provided by Rescue Flight shall be deposited to an escrow account at an approved Depository Bank. Funds will be transferred from the escrow account and deposited with Rescue Flight's designated bank prior to incurrence of any obligation by Rescue Flight. Rescue Flight shall request transfer of funds from the Escrow Account to its designated bank in sufficient time to ensure that necessary funds are available within Rescue Flight's account in advance of obligations necessary to the provision of services. In the event Rescue Flight forecasts the actual costs under a SA to exceed the amount of funds available under that SA, it shall promptly notify the CoP of the amount of additional funds necessary to complete the work under the SA. The CoP shall either provide the additional funds to Rescue Flight, require that the scope of work be limited to that which can be paid for by the then-available funds, or direct termination of the work under that SA. Within 30 days of completing the work under a SA, Rescue Flight shall conduct an accounting to determine the actual costs of the work. Within 30 days following completion of the accounting,Rescue Flight shall return, to the CoP, any funds advanced in excess of the actual costs as then known, or the CoP shall provide any additional funds necessary to cover the actual costs. ARTICLE VIII-APPLICABLE LAWS This MOA and all documents and actions pursuant to it shall be governed by the applicable statutes, regulations, directives, and procedures of the United States, the State of Texas and the City of Pearland. Unless otherwise required by law, all contract work undertaken by Rescue Flight shall be governed by Rescue Flight policies and procedures. ARTICLE IX-CONTRACT CLAIMS AND DISPUTES All claims and disputes by contractors arising under or relating to contracts awarded by Rescue Flight shall be resolved in accordance with Federal law and the terms of the individual contract. Rescue Flight shall have dispute resolution authority for these claims. Any contracting officer's final decision may be appealed by the contractor pursuant to the Contract Disputes Act of 1978 (41 U.S.C. § 601-613) or the contractor may bring an action directly to the United States Court of Federal Claims. Rescue Flight shall be responsible for handling all litigation involving disputes and appeals, and for coordinating with the Department of Justice as appropriate. Rescue Flight shall notify the CoP of any such litigation and afford the CoP an opportunity to review and comment on the litigation proceedings and any resulting settlement negotiations. ARTICLE X-DISPUTE RESOLUTION The parties agree that, in the event of a dispute between the parties, the City of Pearland and Rescue Flight shall use their best efforts to resolve that dispute in an informal fashion through consultation and communication, or other forms of non-binding alternative dispute resolution mutually acceptable to the parties. ARTICLE XI-PUBLIC INFORMATION Justification and explanation of the CoP's programs before other agencies, departments, and offices shall be the responsibility of the City of Pearland. Rescue Flight may provide, upon request, any assistance necessary to support the CoP's justification or explanations of the CoP's programs conducted under this MOA. In general, the CoP is responsible for all public information. Rescue Flight may make public announcements and respond to all inquiries relating to the ordinary procurement and contract award and administration process. The City of Pearland or Rescue Flight shall make its best efforts to give the other party advance notice before making any public statement regarding work contemplated,undertaken, or completed pursuant to SAs under this MOA. • ARTICLE XII-MISCELLANEOUS A. Other Relationships or Obligations This MOA shall not affect any pre-existing or independent relationships or obligations between the CoP and Rescue Flight. B. Survival The provisions of this MOA which require performance after the expiration or termination of this MOA shall remain in force notwithstanding the expiration or termination of this MOA. C. Severability If any provision of this MOA is determined to be invalid or unenforceable, the remaining provisions shall remain in force and unaffected to the fullest extent permitted by law and regulation. ARTICLE XIII-AMENDMENT,MODIFICATION AND TERMINATION This MOA may be modified or amended only by written, mutual agreement of the parties. Either party may terminate this MOA by providing written notice to the other party. The termination shall be effective upon the sixtieth calendar day following notice, unless a later date is set forth. In the event of termination, the CoP shall continue to be responsible for all costs incurred by Rescue Flight under this MOA and for the costs of closing out or costs for transferring any on-going contracts. ARTICLE XIV-EFFECTIVE DATE This MOA shall become effective when signed by both the City of Pearland and Rescue Flight. City of Pearland Rescue Flight By: By: Title: Title: DATE: DATE: