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& & 2011- 2012 Program Agreement CITY lUI Program Agreement- page I of9 SR2S 2011-2012 ---PAGE BREAK--- I. 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 ofldaho, 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 terms 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, and society by the advancement of knowledge in the field of study identified. 2.3 UNJVERSITY'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 effort with CITY in order to meet the above stated needs. Ill. DEFINITIONS 3.1 "Budget" shall mean the UNIVERSITY Project Budget contained in E-,;hibit E- Section I 0 Funding Request: Cost Estimate .for Efforts, which is hereby incorporated for 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- Scife Routes to School 2011-2012 Gram Application; State Local Agreement, Project No. A012 (022) FYI! Key No. 12022; Attachment I - Civil Rights Act 1964 and associated Regulations; and any other attachments which may provide additional information on the CITY project to be performed. CITY lUI Program Agreement - page 2 of 9 SR1S 2011-2012 ---PAGE BREAK--- 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 CffY acknowledges that this Agreement is for the perfonnance of the SCOPE OF WORK as defined in the State and Local Agreement. 4.2 UNIVERSITY agrees to use its reasonable best efforts to perform the SCOPE OF WORK in accordance with the terms and conditions of this Agreement. UNIVERSITY does not represent, warrant, 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 form provided by the Idaho Transportation Department hereafter referred to as STATE. The progress reports shall be due to CITY five business days, excluding holidays, prior to November 30, 2011 and May 31, 2012. 4.3.2 Final Report. The deadline for completion of work is August 31, 2012. The final quarterly report shall be received by CITY no later than October 6, 2012. 4.3.3 Final Travel Pian. The Final Travel Plan is to be submitted to the city by October 15,2012. V. GENERAL TERMS AND CONDITIONS In consideration of the mutual premises and covenants contained herein, the PARTIES agree to the following terms and conditions. 5.1 Period of Perfonnance. The specific period of performance for the SCOPE OF WORK shall be September 1, 2011 to August 31, 2012 unless a time extension is mutually agreed upon in writing between the PARTrES 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 Nineteen Thousand ($19,000.00) Dollars. Quarterly invoices are due as follows: October 6, 20 II; January 6, 20 12; April 6, 20 12; July 6, 20 12; and October 6, 2012. CJTY/UI Program Agreement- page 3 of9 SR2S 2011-2012 ---PAGE BREAK--- 5.3 Project Budget. Section 10 Funding Requests- Grant Application and as itemized on spreadshel!l (Exhibit E) 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 Department. 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 the State and Local Agreement, but not more often than quarterly, using the Reimbursement Claim Safe Routes to School Form (see attached sample, Exhibit Each invoice shall be accompanied by complete supporting documentation (including, but not limited to, a copy of the invoice and a copy of proof of payment) for submitted expenses. In addition each invoice should include a copy of the City Tracking Spreadsheet (see attached sample, Exhibit D) with an itemization of invoices listed in order of invoices being submitted for payment. 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 from the UNIVERSITY. 5.5 Periodic invoices will be provided, in accordance with the Reimbursement Claim Safe Routes to School Form (attached as Exhibit C) and the City Tracking Spreadsheet (attached as Exhibit but not more often than quarterly, using the standard STATE invoice. Payments are due to UNIVERSITY within forty-five (45) days from UNIVERSITY submittal of ALL documentation required by the STATE and CITY in order to process the request. Checks should be made payable to University of Idaho and sent to: Office of Sponsored Programs, University of Idaho, PO Box 443020, Moscow, ID 83844-3020. Invoices should be sent to: Name/Title: Address: Address: City/State/Zip: Alisa J. Stone, Grants Manager 206 East Third Street PO Box 9203 Moscow ID 83843 City of Moscow Phone: [PHONE REDACTED] Fax: [PHONE REDACTED] 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 Termination 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 Infonnation. CITYIUI Program Agreement- page 4 of9 SR2S 2011-2012 ---PAGE BREAK--- 5.8.1 To the extent allowed by law, UNIVERSITY and CITY agree to use reasonable care to avoid unauthorized disclosure of Confidential Infonnation. Each party will limit access to Confidential Information received from another party 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 normally exercise with respect to their own confidential information of significant value. 5.8.2 Any Confidential Information shall be in written, graphic, or other tangible form or reduced to such form within thirty (30) days of disclosure and shall be clearly identified as confidential at the 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 Information 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 tenns of confidentiality set forth in this Agreement shall not be construed to limit the parties' right to independently develop products without the use of another party's Confidential Information. 5.8.4 Confidential Information shall not include information 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 party; is received from a third party without a duty of confidentiality; is independently developed by the receiving party; 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 UNNERSITY 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 ofknowledge. UNIVERSITY recognizes that the public dissemination of information based upon the SCOPE OF WORK perfom1ed under this Agreement cannot contain Confidential Information nor should it jeopardize the ability to commercialize Intellectual Property 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 dissertations. UNIVERSITY agrees not to publish or otJ1erwise 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 Infonnation. CITY shall be CITY lUI Program Agreement- page 5 of9 SR1S 2011-2012 ---PAGE BREAK--- furnished copies of any proposed publication or presentation at least thirty (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 shaH use the name of the other party, nor any member of the other party's employees, nor either party's Trademarks in any publicity, advertising, sales promotion, news release, nor other publicity matter without the prior written approval of 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. 5.1 1 Termination for Convenience. This Agreement may be terminated by either party hereto upon written notice delivered to the other party at least sixty (60) days prior to the intended date of termination. By such tem1ination, neither party may nullify obligations already incurred prior to the date of termination. In the event of Temlination for Convenience of this Agreement by CITY, CJTY shall pay all reasonable costs and non cancelable obligations incurred by UNrYERSITY as of the date of termination. 5.12 Termination for Cause. ln the event either party shall commit any material breach of or default in any terms 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 law or in equity, terminate tllis Agreement by sending notice of termination in writing to the other party to that effect. Termination shall be effective as of the day of receipt of such notice. 5.13 Termination Obligations. In addition to those obligations set out in 5.11 and 5.12, termination of this Agreement shall not relieve either party of any obligations incurred prior to the date of tennination including, but not limited to, any obligation of CITY to pay all completed non-infrastructure projects as performed 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 parties 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 law or in equity for breach of the tenns of this Agreement and the right to receive reasonable attorney's fees and costs incurred in enforcing the terms 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, GENERA TED 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. CITY/VI Program Agreement- page 6 of9 SR2S 2011-2012 ---PAGE BREAK--- 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 party. Except as provided above, CITY shall fully indenmify and hold hannless UNIVERSITY against all claims arising out of CITY's use, commercialization, or distribution of infonnation, materials or products which result in whole or in part from the research perfonned pursuant to tllis Agreement. CITY shall hold UNIVERSITY harmless from any claims arising from third party claims that the work performed hereunder infringes third party intellectual property rights. UNIVERSITY has no knowledge of any such claims. Each party assumes all risks of personal injury, bodily injury including death, and property damage caused by the negligent acts or omissions of that party. Except as provided above, UNIVERSITY shall fully indemnify and hold harmless 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 perfom1ed pursuant to this Agreement. UNIVERSITY shall hold CITY harmless from any claims arising from third party claims that the work performed hereunder infringes third party intellectual property rights. CITY has no knowledge of any such clain1s 5.17 Amendments. This Agreement may be amended by mutual agreement ofthe PARTIES. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each ofthe 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 part, without the express prior written consent of the other party. 5.19 Notices. Any notice or communication required or permitted under this Agreement shall be delivered in person, by overnight courier, or by registered or certified mail, postage prepaid and addressed to the party to receive such notice at the address !,riven 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: Name/Title: Helen Brown, MPH, HPERD Address: P.O. Box 442401 City/State/Zip: Moscow, ID 83844-2401 PROJECT DIRECTOR: Name/ Title: Polly Knutson, Director Address: P.O. Box 4424e15o-z-o City/State/Zip: Moscow, ID 83844-2401 CITY PROJECT DIRECTOR/LIAISON: Name!fitle: Alisa J. Stone, GM Address: 206 East Third Street Address: PO Box 9203 City/State/Zip: Moscow ID 83843 Phone: [PHONE REDACTED] Fax: [PHONE REDACTED] E-mail: helenb(a)uidaho.edu Phone: [PHONE REDACTED] Fax: 208.885.5m 57->z. E-mail: nsp(amidaho.edl! Phone: [PHONE REDACTED] Fax: [PHONE REDACTED] E-mail: astonelmci.moscow.id.us 5.20 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the slate of Idaho, without regard to its choice of law provisions. Any legal proceeding instituted between the PARTIES shall be in the courts ofthe County ofLatah, CITY/Uf Program Agreement- page 7 of9 SR2S 2011-2012 ---PAGE BREAK--- state of Idaho, and each of the PARTIES agrees to submit to the jurisdiction of such courts. 5.21 Compliance with Laws. CITY understands that UNIVERSITY and CITY are subject to United States laws 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 export control. The transfer of certain technical data and commodities may require a license from a cognizant agency of the United States Government 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 Government. 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 conforms 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 parties. 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, governmental regulations, govenunental controls. enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perfonn (except for financial ability), shall excuse the performance, except for the payment of money, by such party 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: I. Applicable statutes and regulations; 2. Tenns and Conditions contained in the basic State and Local Agreement Project No. AO 12 (022) FYll Key No. 1 2022; 3. Exhibit A -Safe Routes to School 2011-2012 Grunt Application; 4. Exhibit B- Non Discrimination Agreement for Local Public Agencies; 6. Altachment I - Civil Rights Act of 1964 and associated Regulations; 7. Attachment 2- Gra11ting Clause and Habendum Clause; 8. Exhibit C- Reimbursement Claim Safe Routes to School Form; 9. Exhibit D- City Tracking Spreadsheet; 10. Exhibit E- Section 10 Funding Request: Cost Estimate for Non-b!fi·astructure E;florts; 11. Any other attachments; and 12. Any other provisions incorporated by reference or otherwise into this Agreement. ClTYIUI Program Agreement- page 8 of9 SR2S 2011-2012 ---PAGE BREAK--- This Agreement contains all the tenus 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. IN WITNESS WHEREOF, the PARTIES hereto have caused this Agreement to be executed as of the date set forth herein by their duly authorized representatives. STATE OF IDAHO ) ss. Signature j Printed Narhe: Title: Mayor Date: ACKNOWLEDGMENT COUNTY OF LATAH ) On this ZU; day of , 2010, before me, a Notary Public in and for said State, appeared Polly Knutson, known to me to be the person named above and acknowledged that she executed the foregoing document as the duly authorized rcprese tative for University of Idaho. CITY /Ul Program Agreement - page 9 of 9 SR1S 2011-2012