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ORIGINAL & & Idaho Safe RDutes 2 Schoo\. 2009- 2010 Program Agreement CITY/UI Program Agreement- page 1 of9 SR2S 2009-2010 ---PAGE BREAK--- J. PARTIES PROGRAM AGREEMENT UNIVERSITY# 1.1 THIS AGREEMENT is made and entered into by and between The Regents of the University of Idaho (UNIVERSITY), a public corporation, state educational institution, and a body politic and corporate organized and existing under the Constitution and laws of the state of Idaho, and the City of Moscow, Idaho, a municipal corporation of the state of Idaho (CITY). In this Agreement, the above entities are jointly referred to as PARTIES. II. PURPOSE 2.1 This Agreement provides the ten11S and conditions for a CITY project which is of mutual interest and benefit to UNIVERSITY and CITY. The project is titled ··Idaho Safe Routes to School'· (SR2S). UNIVERSITY will be providing the non-infrastructure activities entitled "Education and Encouragement involving Moscow elementary schools. 2.2 The perfonnance of such CITY project is consistent with UNIVERSITY's status as a non-profit, tax-exempt, educational institution, and may derive benefits for CITY, UNIVERSITY and society by the advancement of knowledge in the field of study identified. 2.3 UNIVERSITY's capabilities reflect a substantial public investment which UNIVERSITY, as a part of its mission as a Land Grant University, wishes to utilize in a cooperative and collaborative effmt with CITY in order to meet the above stated needs. III. DEFINITIONS 3.1 "Budget'' shall mean the UNIVERSITY Project Budget contained in E,·hihit B./.2 Section 9 Funding Request- Grant Application, which is hereby incorporated by reference. 3.2 "Project Director" shall be Polly Knutson, for UNIVERSITY and Alisa J. Stone for CITY. 3.3 ·'CITY Liaison" shall be Alisa Stone, a CITY employee designated by CITY to be the primary contact. 3.4 "SCOPE OF WORK" shall mean the CITY project, under the direction of the Project Director, described in Exhibit A - Letter Dated April 22. 2009, .fi'om Josephine 0 'Connor and State Local Agreement, Pndect No. AOJJ (882) FY09 Key No. 11882: Exhibit B -Safe Routes to School 2009-2010 Grant Ap lication,· EYhibit B 1.1 - Section 8 Evaluation - Grant Application; £yhihit B 1.2 - Section 9 Funding Request - Grant Ap lication; A ttac:hment 2 - lTD 0191 Sa(e Routes to School Budget ltemizarion; Attachment 1 - Ch•il Rights Act of' 1964 and associated Regulations; Exhibit C - Non Discrimination Agreement for Local Public Access; EYhibit D - Sq(e Rowes to School, Idaho Program CITY /UI Program Agreement - page 2 of' 9 SR2S 2009-20 I 0 ---PAGE BREAK--- Manual, June 2009 Edition, Non-h!fi·astructure Prrýjects; and any other attachments which may provide additional information on the CITY project to be perfonned. 3.5 "Copyright" shall mean any work developed under the Scope of Work that is subject to copyright under copyright law whether or not registered under federal copyright law. 3.6 "Trademark shall mean any trade or service marks developed under the Scope of Work whether or not registered under either state or federal trademark law. 3. 7 "Mask Work shall mean any two or three dimensional layout or topology of an integrated circuit developed under the Scope of Work. IV. SCOPE OF WORK 4.1 CITY acknowledges that this Agreement is for the perfonnance of the SCOPE OF WORK as defined in Section 3.4 of this Agreement which shall be entitled the ··Education and Encouragement" component of the SR2S program. 4.2 UNIVERSITY agrees to use its reasonable best efforts to perfonn the SCOPE OF WORK in accordance with the tenns and conditions of this Agreement. UNIVERSITY does not represent, wa1nnt, or guarantee that the desired results will be obtained under this Agreement. 4.3 Reporting Requirements. 4.3.1 Progress Reports. UNIVERSITY shall provide written progress reports of the SCOPE OF WORK on a fonn provided by the Idaho Transp01iation Depa1iment hereafter referred to as STATE. The progress rep01ts shall be due to CITY qua1ierly, six ( 6) days following the end of a calendar qua1ier, as listed below: October 1, 2009; January 6, 2010; April 6, 2010; July 6, 2010; and October 6, 2010. 4.3.2 Final Report. The deadline for completion of work is August 31, 20 I 0. The final quarterly report shall be received by CITY no later than October 6, 2010. V. GENERAL TERMS AND CONDITIONS In consideration of the mutual premises and covenants contained herein, the PARTIES agree to the following tenns and conditions. 5.1 Period of Perfonnance. The specific period of perfonnance for the SCOPE OF WORK shall be September 1. 2009 to August 31, 2010 unless a time extension is mutually agreed upon in writing between the PARTIES in accordance with Article 5.17-Amendments. 5.2 Funding. CITY agrees to reimburse UNIVERSITY for services performed under this Agreement in the amount of Ten Thousand 0,000.00) Dollars. Quarterly invoices are due as follows: October 6, 2009; January 6, 201 0; April 6, 201 0; July 6, 201 0; and October 6, 2010. CITY /Ul Program Agreement - page 3 of 9 SR2S 2009-20 I 0 ---PAGE BREAK--- 5.3 Project Budget. £\·hibit B.l.2 Section 9 Funding Request- Grant Application sets forth the UNIVERSITY Project Budget. Deviations from the UNIVERSITY Project Budget may be made to and from any expenditure object within the UNIVERSITY system as long as such deviation is reasonable and necessary in the pursuit of the SCOPE OF WORK and has been approved by the Grants/Contracts Officer Safe Routes to School, Idaho Transportation Depat1ment. The total amount identified above shall not be exceeded without prior written amendment to this Agreement signed by the PARTIES. 5.4 Invoices. UNIVERSITY shall submit invoices in accordance with Section 5.2, but not more often than quarterly, using the standard State invoice. Each invoice shall be accompanied by complete supporting documentation for submitted expenses. Payments on such invoices and documentation shall be no later than forty-five days ( 45) from the date of receipt by CITY of the completed documentation and invoice. 5.5 Periodic invoices will be provided, in accordance with 5.2, but not more often than quarterly, using the standard STATE invoice. Payments are due to UNIVERSITY within fot1y-five (45) days from UNIVERSITY invoice date. Checks should be made payable to University of Idaho and sent to: Office of Sponsored Programs, University of Idaho, PO Box 443020, Moscow, lD 83844-3020. Invoices should be sent to: Name/Title: A lisa J. Stone, Grants Coordinator City of Moscow Address: 206 East Third Street Phone: [PHONE REDACTED] Address: PO Box 9203 Fax: [PHONE REDACTED] City/State/Zip: Moscow lD 83843 E-mail: astone(a!ci.moscow.id.us 5.6 Key Personnel. The UNIVERSITY Project Director may select and supervise other project staff as needed to perfom1 the SCOPE OF WORK. No other person will be substituted for the UNIVERSITY Project Director except with CITY's approval. CITY may exercise Tem1ination for Convenience provisions of this Agreement if a satisfactory substitute is not identified. 5.7 Control of Scope of Work. The control of the SCOPE OF WORK rests entirely with UNIVERSITY. However, the PARTIES agree that UNIVERSITY, through its UNIVERSITY Project Director, shall maintain communication with the designated liaison for CITY. UNIVERSITY's Project Director and CITY's Project Director/Liaison shall mutually define the frequency and nature of these communications. 5.8 Confidential Infom1ation. 5.8.1 To the extent allowed by law, UNIVERSITY and CITY agree to use reasonable care to avoid unauthorized disclosure of Confidential Infonnation, including without limitation taking measures to prevent creating a premature bar to a United States or foreign patent application. Each party will limit access to Confidential lnfonnation received from another pmiy hereto to those persons having a need to know. Each party shall employ the same reasonable safeguards in receiving, storing, transmitting, and using Confidential Information that prudent organizations nonnally exercise with respect to their own confidential infonnation of significant value. CJTYIUI Program Agreement- page 4 of9 SR2S 2009-2010 ---PAGE BREAK--- 5.8.2 Any Contidential Infonnation shall be in written, graphic, or other tangible form or reduced to such fonn within thirty (30) days of disclosure and shall be clearly identified as confidential at tlle time of or within thirty (30) days of disclosure. Confidential Infonnation shall not be disclosed by the receiving party to a third party for a period of three years from receipt of such information or until a patent is published or the Confidential Infonnation is published by the disclosing party or unless the disclosing and receiving parties agree otherwise and in writing at the time of disclosure. Third parties shall include all governmental offices. 5.8.3 The terms of confidentiality set fotih in this Agreement shall not be construed to limit the paJties' right to independently develop products without the use of another pa1ty's Confidential Infonnation. 5.8.4 Confidential Information shall not include infonnation which: 5.8.4.1 5.8.4.2 5.8.4.3 5.8.4.4 5.8.4.5 5.8.4.6 was in the receiving party's possession prior to receipt of the disclosed information; is or becomes a matter of public knowledge through no fault of the receiving pa1ty; is received from a third party without a duty of confidentiality; is independently developed by the receiving pa1ty; is required to be disclosed under operation of law, including the Idaho Public Record law; is reasonably ascertained by UNIVERSITY or CITY to create a risk to a trial subject or to public health and safety. 5.9 Publication. CITY and UNIVERSITY acknowledge the need to balance UNIVERSITY's need to protect commercially feasible technologies, products, or processes with UNIVERSITY's and CITY's public responsibility to freely disseminate scientific findings for the advancement of knowledge. UNIVERSITY recognizes that the public dissemination of information based upon the SCOPE OF WORK perfom1ed under this Agreement cannot contain Confidential Infonnation nor should it jeopardize the ability to commercialize Intellectual Prope1ty developed hereunder. Similarly, CITY and UNIVERSITY recognize that the scientific results of SCOPE OF WORK must be publishable and. subject to the confidentiality provisions of this Agreement, may be presented in forums such as symposia or international, national or regional professional meetings, or published in vehicles such as books, journals, websites, theses, or disse11ations. UNIVERSITY agrees not to publish or otherwise disclose Confidential Information. CITY agrees that UNIVERSITY, subject to review by CITY, shall have the right to publish results of SCOPE OF WORK excluding Confidential Infom1ation. CITY shall be furnished copies of any proposed publication or presentation at least thi1ty (30) days before submission of such proposed publication or presentation. At CITY's request. Confidential Information provided by CITY shall be deleted to the extent permissible by and in compliance with UNIVERSITY's and CITY's record retention obligations. 5.10 Publicity. Neither party shall use the name of the other pa1ty, nor any member of the other pa1ty·s employees. nor either pa1ty's Trademarks in any publicity. adve1tising. sales promotion, news release, nor other publicity matter without the prior written approval of ClTYIVI Program Agreemenl- page 5 of9 SR2S 2009-2010 ---PAGE BREAK--- an authorized representative of that party. The authorized representative shall be person signing this Agreement by the party, unless another individual is otherwise designated in writing. 5.11 Tennination for Convenience. This Agreement may be tenninated by either pmiy hereto upon written notice delivered to the other party at least sixty (60) days prior to the intended date of tem1ination. By such tem1ination, neither party may nullify obligations already incmTed prior to the date of ten11ination. In the event of Termination for Convenience of this Agreement by CITY, CITY shall pay all reasonable costs and non cancelable obligations incurred by UNIVERSITY as of the date of tennination. 5.12 Tennination for Cause. In the event either party shall commit any material breach of or default in any tenDs or conditions of this Agreement, and also shall fail to remedy such default or breach within sixty (60) days after receipt of written notice thereof: the non breaching party may, at its option and in addition to any other remedies which it may have at Jaw or in equity, tenninate this Agreement by sending notice of termination in writing to the other party to that effect. Tennination shall be effective as of the day of receipt of such notice. 5.13 Tennination Obligations. In addition to those obligations set out in 5.11 and 5.12, tennination of this Agreement shall not relieve either pm1y of any obligations inctmed prior to the date of ten11ination including, but not limited to, any obligation of CITY to pay all reasonable costs and non-cancellable obligations incurred by UNIVERSITY. The rights and obligations of Article 5.8 of this Agreement shall survive termination. 5.14 Dispute Resolution. Any and all claims, disputes or controversies arising under, out of, or in connection with this Agreement, which the pat1ies hereto shall be unable to resolve within sixty ( 60) days, shall be mediated in good faith. Nothing in this Agreement shall be construed to limit the parties· choice of a mutually acceptable dispute resolution method in addition to the dispute resolution procedure outlined above, or to limit the PARTIES rights to any remedy at Jaw or in equity for breach of the terms of this Agreement and the right to receive reasonable attomey's fees and costs incuned in enforcing the tenDs of this Agreement. 5.15 Disclaimer. UNIVERSITY MAKES NO EXPRESS OR IMPLIED WARRANTY AS TO THE CONDITIONS OF THE SCOPE OF WORK, PROJECT ACTIVITIES OR ANY INTELLECTUAL PROPERTY, GENERATED INFORMATION, OR PRODUCT MADE OR DEVELOPED UNDER THIS AGREEMENT, OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT, SCOPE OF WORK, OR RESULTING PRODUCT. 5.16 Indemnity. Each party assumes all risks of personal injury, bodily injury including death, and property damage caused by the negligent acts or omissions of that pm1y. Except as provided above, CITY shall fully indemnify and hold harmless UNIVERSITY against all claims arising out of CITY's use, commercialization, or distribution of information, materials or products which result in whole or in part from the research performed pursuant to this Agreement. CITY shall hold UNIVERSITY harmless from any claims arising from third party claims that the work perfonned hereunder infringes third pmiy intellectual prope1iy rights. UNIVERSITY has no knowledge of any such claims. CITY /Ul Program Agreement- page o of 9 SR2S 2009-2010 ---PAGE BREAK--- Each party assumes all risks of personal injury, bodily injury including death, and prope1ty damage caused by the negligent acts or omissions of that pmty. Except as provided above, UNIVERSITY shall fully indemnify and hold hannless CITY against all claims arising out of UNIVERSITY'S use, commercialization, or distribution of information, materials or products which result in whole or in part from the research perfonned pursuant to this Agreement. UNIVERSITY shall hold CITY harmless from any claims arising from third party claims that the work perfonned hereunder infringes third pmty intellectual prope11y rights. CITY has no knowledge of any such claims 5.1 7 Amendments. This Agreement may be amended by mutual agreement of the PARTIES. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the PARTIES. 5.18 Assignment. The work to be provided under this Agreement, and any claim arising hereunder, is not assignable or delegable by either party in whole or in pa11, without the express prior written consent of the other pa1iy. 5.19 Notices. Any notice or communication required or permitted under this Agreement shall be delivered in person, by ovemight courier, or by registered or ce11ified mail, postage prepaid and addressed to the pm1y to receive such notice at the address given below or such other address as may hereafter be designated by notice in writing. Notice given hereunder shall be effective as of the date of receipt of such notice: PROJECT COORDINATOR(S): Name/Title: Grace Goc KaJlJ, Ph.D., HPERD Address: P.O. Box 442401 City/State/Zip: Moscow, lD 83844-2401 And Name/Title: Helen Brown, MPH, HPERD Address: P.O. Box 442401 City/State/Zip: Moscow, ID 83844-2401 PROJECT DIRECTOR: Name/Title: Polly Knutson, Interim Director Address: P.O. Box 442401 City/State/Zip: Moscow, ID 83 844-240 I CITY PROJECT DIRECTOR/LIAISON: Name/Title: Alisa J. Stone, GC Address: 206 East Third Street Address: PO Box 9203 City/State/Zip: Moscow lD 83843 Phone: [PHONE REDACTED] Fax: [PHONE REDACTED] E-mail: gockarpra)uidaho.edu Phone: [PHONE REDACTED] Fax: [PHONE REDACTED] E-mail: helenb({V,uidaho.edu Phone: [PHONE REDACTED] Fax: [PHONE REDACTED] E-mail: osp(a)uidaho.edu Phone: [PHONE REDACTED] Fax: [PHONE REDACTED] E-mai 1: astone((iʬci .moscow. id. us 5.20 Goveming Law. This Agreement shall be construed and interpreted in accordance with the laws of the state of Idaho, without regard to its choice of law provisions. Any legal proceeding instituted between the PARTIES shall be in the comts of the County of Latah, state of Idaho, and each of the PARTIES agrees to submit to the jurisdiction of such COUI1S. CITY/UI Program Agreement -page 7 of 9 SR2S 2009-20 I 0 ---PAGE BREAK--- 5.21 Compliance with Laws. CITY understands that UNIVERSITY and CITY are subject to United States Jaws and federal regulations, including the export of technical data, computer software, laboratory prototypes and other commodities (including the Arms Export Control Act, as amended, and the Export Administration Act of 1979), and that CITY's and UNIVERSITY's obligations hereunder are contingent upon compliance with applicable United States laws and regulations, including those for expo11 control. The transfer of certain technical data and commodities may require a license fi·om a cognizant agency of the United States Govemment and/or a written assurance by CITY that CITY shall not transfer data or commodities to certain foreign countries without prior approval of an appropriate agency of the United States Govemment. UNIVERSITY nor CITY represent that a license shall not be required, nor that, if required, it will be issued. 5.22 Severability. If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder confonns to the requirements of applicable law and the fundamental purpose of this Agreement, and to this end the provisions of this Agreement are declared to be severable. 5.23 No Joint Venture. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or agency relationship between the pmiies. 5.24 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefore, governmental restrictions, govemmental regulations, governmental controls, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the pm1y obligated to perfom1 (except for financial ability), shall excuse the perfonnance, except for the payment of money, by such pmiy for a period equal to any such prevention, delay or stoppage. 5.25 Order of Precedence. In the event of an inconsistency in this Agreement, the inconsistency shall be resolved by giving precedence in the following order: 1. Applicable statutes and regulations; 2. Tenns and Conditions contained in the basic Agreement; 3. Exhibit A - Lefler Dated April 22, 2009 fi·mn Josephine ()'Connor and State Local Agreement, Prqject No. AO 11 (882) FY09 Key No. 11882; 4. E.Yhibit B- Sqj"e Routes to School 2009-2010 Gram Application; 5. £y!Jihit D - Sq(e Routes to School, Idaho Program Manual, June 2009 Edition. Pr(üjects; 6. Allachment 1 - Civil Rights Act o( 1964 and associated Regulations; 7. £\·hi bit C- Non Discrimination Agreement for Local Public Access 8. Any other attachments; and 9. Any other provisions incorporated by reference or otherwise into this Agreement. This Agreement contains all the tenns and conditions agreed upon by the PARTIES. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the PARTIES hereto. CJTY/Ul Program Agreement- page R of9 SR2S 2009-20 I 0 ---PAGE BREAK--- IN WITNESS WHEREOF, the PARTIES hereto have caused this Agreement to be executed as of the date set f011h herein by their duly authorized representatives. UN CITY OF MOSCOW Signature Printed Name: Polly Knutson. Interim Di-lfaJtA Title: Office of _ Sn?red Programs ffD "11 Date: /tJ 0 1 } , Signature Printed Name: Title: Mayor Date: STATE OF JDAHO ) ss. COUNTY OF LATAH } ACKNOWLEDGMENT On this