Ordinance No. 13,767ORDINANCE NO. 13,767
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO
EXECUTE AND THE CITY CLERK TO ATTEST TO A SERVICES
AGREEMENT WITH THE UNIVERSITY OF TEXAS M.D. ANDERSON
CANCER CENTER, AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes
and directs the City Manager to execute and the City Clerk to attest to a Services Agreement
with The University of Texas M.D. Anderson Cancer Center. A copy of the agreement is
attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown.
INTRODUCED, READ, and PASSED by the affirmativ�/vote of the City Council of the
City of Baytown, this the 10'h day of May, 2018.
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ATTEST:
L TICIA BRYSCH, Ci erk
APPROVED AS TO FORM:
IPWACIO RAMIREZ, SR., Cit orney
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Exhibit "A"
City of Baytown
SERVICES AGREEMENT
This Services Agreement ("Agreement"), effective as of April _, 2018 (the "Effective
Date"), is by and between The University of Texas M. D. Anderson Cancer Center ("MD
Anderson"), an agency of the State of Texas and a member institution of The University of
Texas System ("System") with a place of business at 1515 Holcombe Blvd., Houston, Texas
77030, and City of Baytown ("Partner"), a local government entity, having a place of
business at 2401 Market St, Baytown, TX 77520.
WHEREAS, MD Anderson has a Cancer Prevention and Control Platform Moon Shot
(the "CCCP Moon Shot"); and
WHEREAS, MD Anderson wishes to engage the Partner to provide the services set
forth in Exhibit A of this Agreement (the "Services") in relation to MD Anderson's Healthy
Communities initiatives under the CCCP Moon Shot (the "Initiative"); and
WHEREAS, Partner is willing to provide the Services under the terms of this
Agreement;
NOW THEREFORE, in consideration of the foregoing and the terms and conditions
set forth below, the parties hereby agree as follows:
1. Services to be Provided by Partner
1.1 The Parties agree that Partner shall appoint Paul Cranford as the Lead
Implementer/Coordinator, who shall act on behalf of and as an employee of Partner, to
oversee the performance of the Services. Partner agrees that performance of the Services
on behalf of Partner hereunder will be within the scope of, and governed by the terms of, this
Agreement.
1.2 Partner agrees to perform the Services in a professional manner in accordance
with (i) industry standards, (ii) all applicable laws and regulations, and (iii) specific directions
received from time to time by MD Anderson; provided that such direction does not violate
any laws, regulations or policies of the Partner.
1.3 Partner agrees to perform the Services in a timely and professional manner
and to be reasonably available to provide feedback and consultation regarding the Services.
1.4 Partner agrees to obtain the appropriate approvals for its performance of the
Services.
1.5 With respect to the Services to be provided hereunder, Partner represents that
it has in place appropriate quality control and quality assurance infrastructure in order to
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City of Baytown
ensure compliance with all applicable laws, statutes, and regulations, and terms of this
Agreement.
2. Payment for Services
2.1 Subject to Partner's timely performance of the Services in accordance with the
terms of this Agreement, and timely achievement of milestones noted in Exhibit A, MD
Anderson shall pay to Partner an amount not to exceed TWO HUNDRED FIFTY-NINE
THOUSAND EIGHT HUNDRED FIFTY DOLLARS ($259,850). Partner shall invoice MD
Anderson in accordance with the instructions set forth in Exhibit B for services performed
and the fee schedule set.
2.2 Partner will promptly provide MD Anderson with an accounting of all funds
received under this Agreement upon MD Anderson reasonably making such request.
3. Intellectual Property Rights: Data; Publication
3.1 Nothing in this Agreement is intended to grant and/or transfer any rights or
create any obligations to grant and/or transfer any rights with respect to intellectual property
owned by or in the possession of either party prior to the Effective Date of this Agreement.
3.2 Partner will provide MD Anderson with status updates regarding the Services
as reasonably required by MD Anderson. Partner will also timely provide MD Anderson with
quarterly reports to show Partner's progress towards objectives described in Exhibit A.
Specifically, Partner shall report on identified metrics and milestones in accordance with the
time frames set forth in Exhibit A or as reasonable agreed upon between the parties.
Additionally, promptly after the completion of the Services, Partner will provide MD Anderson
a final report regarding the Services.
3.3 At periodic times during this Agreement, Partner will provide MD Anderson with
a copy of the data generated in the conduct of the Services ("Data") in the format and on
such schedule as determined in good faith by Partner and MD Anderson. Such copy of the
Data as delivered to MD Anderson will be owned by MD Anderson, and MD Anderson shall
have the right to use such Data for any purpose. Partner retains the right to use the data
generated by Partner for any purpose.
3.4 As part of the Initiative, Partner may have access to certain data generated by
other participating sites. Partner will not use such data for its own purposes until such data is
published in accordance with this Agreement. MD Anderson will collect the Data from
Partner as well as data from the other participating sites in the Initiative and will be the lead
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City of Baytown
in the dissemination of such collective data except as otherwise provided by law and subject
to the process set forth in Section 4.1.
3.5 Except as otherwise provided by law and subject to the purpose set forth in
Section 4.1, Partner agrees that the publication of the Data in combination with the data
from other participating sites and/or any analysis thereof will be coordinated by MD
Anderson.
3.6 Partner and MD Anderson do not anticipate that any intellectual property will
be created in the performance of the Services.
3.7 All materials utilizing the name, trademarks, service marks, or symbols of MD
Anderson or The University of Texas for any purpose, including, but not limited to, the use in
advertising, marketing, and sales promotion materials or any other materials or mediums
(such as the internet, domain names, or URL addresses), must be submitted to MD
Anderson's Healthy Communities Director for prior written approval, such approval to be in
MD Anderson's sole and absolute discretion. To the extent Partner seeks such consent and
MD Anderson agrees, such right is predicated on the following:
3.7.1 Before commencing the creation of any publicity, advertising, promotional
material, or press release relating to this Agreement, Partner shall solicit input
from MD Anderson;
3.7.2 Upon completion of the publicity, advertising, promotional material, or press
release relating to this Agreement and prior to its distribution or dissemination
to any third party (whether via a website, in a proposal, or otherwise making
said works available in any media whatsoever), Partner shall submit the
material to MD Anderson for approval;
3.7.3 Partner shall not distribute or disseminate any publicity, advertising,
promotional material, or press release relating to this Agreement without MD
Anderson's prior written approval;
3.7.4 Any and all such material shall bear whatever legal and other markings MD
Anderson may reasonably request;
3.7.5 MD Anderson may at any time withdraw its approval for any form of previously
approved publicity, advertising, promotional material or press release, provided
it allows Partner reasonable time to withdraw or remove such materials; and
3.7.6 Any publicity, advertising, promotional material, or press release relating to this
Agreement shall include an acknowledgement of the financial supporters of the
Services.
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City of Baytown
4. Confidentiality.
4.1 For the purpose of this Agreement, "Confidential Information" means all non-
public and proprietary information that is provided by either party to the other party in
connection with the conduct of the Services, which is expressly marked confidential,
provided, however, in the event Confidential Information is not marked as such, it shall be
treated as confidential in accordance with the terms of this Agreement if a reasonable
person would conclude that such information was the non-public, proprietary information of
the disclosing party. Except as described or permitted herein or unless and until expressly
authorized in writing to do so by the disclosing party, the receiving party will not use
Confidential Information for any purpose other than conducting the Services or to obtain the
benefit of the Services or disclose Confidential Information to any person or entity for any
purpose except as required by law. Confidential Information shall not include information
that: (a) is or becomes publicly available, other than through a breach of this Agreement; (b)
is subsequently lawfully obtained by the receiving party from a third party or parties without
breach of this Agreement by the receiving party; (c) was known to the receiving party prior to
its disclosure to the receiving party by the disclosing party; (d) is independently developed
by the receiving party without the use of the Confidential Information; or (e) is not disclosed
in writing or reduced to writing and so marked with an appropriate confidentiality legend
within thirty (30) days of disclosure, provided, however, failure to mark with an appropriate
confidentiality legend does not alleviate the receiving party from its obligations herein where
the confidential nature would be reasonably discernable from the subject matter or subject
type of the information disclosed. Notwithstanding the foregoing, if the receiving party is
required by law to disclose any of the Confidential Information, the receiving party will, to the
extent reasonably possible, provide the disclosing party with prompt notice so that the
disclosing party may seek a protective order or other appropriate remedy to prevent such
disclosure of Confidential Information. Similarly, if Partner receives a public information
request for Confidential Information of MD Anderson or for the Data, Partner shall notify MD
Anderson of such request and the parties may submit arguments to the Texas Attorney
General as to why the Confidential Information and/or Data should not be disclosed. Partner
and MD Anderson shall abide by the decision of the Texas Attorney General.
4.2 The obligations of confidentiality will survive the expiration or termination of this
Agreement for a period of three (3) years. Upon expiration or termination of this Agreement,
the receiving party will, upon request of the disclosing party, return all Confidential
Information and copies thereof or will destroy such Confidential Information and copies as
directed by the disclosing party unless required to retain certain of the Confidential
Information or a copy thereof by applicable law or regulation or pursuant to this Agreement.
City of Baytown
5. Term and Termination.
5.1 This Agreement is effective as of the Effective Date until August 31, 2020,
unless earlier terminated as set forth herein. This Agreement may be extended by mutual
agreement of the parties.
5.2 Each party may terminate this Agreement in the event the other party breaches
this Agreement and does not cure such breach within thirty (30) days' written notice of such
breach. This right of termination is in addition to any other rights the terminating party may
have, at law or equity, pursuant to this Agreement. Additionally, MD Anderson may
terminate this Agreement without cause upon thirty (30) days' prior written notice to Partner.
5.3 The provisions of Sections 4 and 6 will survive termination of this Agreement
for any reason.
6. Liability. Partner agrees to be wholly and solely responsible for all of its
actions and omissions in carrying out the Services.
7. Miscellaneous.
7.1 All notices given under this Agreement must be in writing and delivered
personally, by letter mail, commercial courier, or electronic facsimile with confirmation, and
must be addressed to the attention of the designated representative of the recipient party as
follows:
To MD Anderson:
The University of Texas
M. D. Anderson Cancer Center
Attn: Chief Legal Officer
1515 Holcombe Blvd., Unit 1674
Houston, TX 77030
To Partner:
City of Baytown
Attn: City Manager
2407 Market St.
Baytown, TX 77520
All notices will be effective and will be deemed delivered (i) if by personal delivery, delivery
service or courier, on the date of delivery; (ii) if by electronic facsimile communication, on the
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City of Baytown
date of transmission of the communication; and (iii) if by mail, five (5) business days after
deposit in the mail. Either party may change its notice address at any time by sending
written notice of such change to the other party in accordance with the foregoing.
7.2 Neither party will be liable for any delay in performance or failure to perform its
obligations under this Agreement if such delay or failure is due to an act of God or other
occurrence beyond such party's reasonable control, provided, however, that the affected
party will promptly provide notice of the occurrence of such an event to the other party.
Thereafter, the affected party will take all reasonable action within its power to comply with
the terms of this Agreement as fully and promptly as possible.
7.3 This Agreement constitutes the entire and only agreement between the parties
and all other prior negotiations, agreements, representations and understandings are
superseded hereby. Neither party will, without the other's prior written consent, assign,
transfer or sub -contract or purport to assign, transfer or sub -contract this Agreement or the
benefit thereof or its obligations thereunder to any person, firm or company whatsoever. No
modification, alteration or waiver of this Agreement or any provision hereof will be effective
unless in a written agreement signed by authorized representatives of both parties.
7.4 The performance by Partner of the Services under this Agreement constitutes
a supply of services and in performing the responsibilities under this Agreement, each party
and its respective personnel are at all times acting as independent contractors and are not
partners, joint ventures, or employees of the other party. Nothing in this Agreement is
intended to or will operate to create a partnership or joint venture of any kind between MD
Anderson and Partner.
7.5 This Agreement may be executed in one or more counterparts, each of which
will constitute an original but all of which, when taken together, will constitute one and the
same instrument. Moreover, the execution of this Agreement may be evidenced by facsimile
signature and any facsimile signature will be deemed an original.
ACCEPTED AND AGREED TO:
The University of Texas City of Baytown
M. D. Anderson Cancer Center
in
Name:
Title:
L0
Name: Richard L. Davis
Title: City Manager
Date: 6 Date:
Exhibit A. Service Overview
Scope of Work
City of Baytown
From date of execution to 08/31/2020, City of Baytown will contribute to the initiative entitled Be
Well'" Baytown, led by MD Anderson by bringing awareness to reduce UVR to residents of Baytown.
The City will promote sun safety behaviors through education and improving or enhancing facilities
most commonly used by the general public. Sun protective measure will include 5 shade structures
at Roseland and McElroy Parks, the installation of sunscreen dispensers (with graphic educational
materials), usage of pop -tents to provide temporary shade at city events and the planting of both
orchard and shade trees along with picnic tables in under developed parks. In combination,
interventions will allow for low UVR play opportunities, educational materials on sunscreen
dispensers and integrated into wayfinding. As a major employer of outdoor workers, annual
informational sessions will be hosted to city employees to promote sun protective behaviors and will
provide sun protective equipment to encourage staff to be sun safe when working outside.
Further responsibilities include:
a. Participate on the Steering Committee and other subcommittees as appropriate
b. Attend relevant meetings in relation to the initiative
c. Adhere to reporting deadlines set by MD Anderson and utilize reporting templates
d. Submit quarterly reports to MD Anderson on the progress of proposed objectives described in
Table 1
e. Submit work plans (milestones and activities) on an annual basis that coincide with MD
Anderson's fiscal year for MD Anderson's approval
f. Monitor program implementation and track all program participants
g. Provide data and participate actively, as appropriate, in the collective impact evaluation
h. Seek funding opportunities to sustain Services outside of the current supporting entities (MD
Anderson and ExxonMobil)
I. Adapt work plan as needed to adhere to initiative goals
j. Adhere to MD Anderson's Healthy Communities marketing guidelines
k. No later than 30 days after completion of the Services performed under this Agreement,
provide a final report to MD Anderson Cancer Center summarizing outcomes of Services
delivered
City of Baytown
Table 1. Objectives and Reporting Metrics
Objectives & Reporting
Objective
Evaluation Metrics & Milestones
By May 2018, identify areas of opportunity to
Number of locations identified to place
incorporate sun safe messaging on wayfinding
sunscreen dispensers
signage and evaluate the feasibility of installing
Plan for education in parks and at events
sunscreen dispensers at 10 locations
Number of signage installed
By August 2018, increase the use of sunscreen
among park users through education and by
Number of parks impacted
installing 10 sun screen dispensers at high traffic
Number of screen dispensers installed
park facilities (up to 12,000 applications of
Number of sunscreen bags provided
sunscreen)
By August 2018, train up to 75 city employees on
Number of city employees invited to sun safety
sun protective behaviors resulting in 70% of
presentation
Number of attendees
employees feeling confident in their ability to
implement sun protective behaviors as a part of
Percent of employees report feeling confident
their daily routine
to incorporate a sun safe behavior in their daily
routine (post survey)
Objective
Evaluation Metrics
By May 2019, increase resident satisfaction of the
Percent of residents reporting satisfaction with
Goose Creek Trail by 5% through use of
the Goose Creek Trail (Resources can include
wayfinding and sun safety messages which will
annual City Survey or Facebook survey)
increase of usage of the trail system
Number and placement of physical activity and
sun safety signage included on the trail
Number of city employees invited to sun safety
By August 2019, train up to 75 city employees on
presentation
sun protective behaviors resulting in 70% of
Number of attendees
employees feeling confident in their ability to
Number of sun protective clothing distributed
implement sun protective behaviors as a part of
Percent of employees report feeling confident
their daily routine
to incorporate a sun safe behavior in their daily
routine (post survey)
By August 2019, increase the use of sunscreen
Number of parks impacted
among park users by providing sun screen in high
Number of sunscreen bags provided
traffic park facilities (up to 24,000 applications)
By August 2019, increase sun protective
behaviors in 60% of parks and trails through
environmental approaches and education
City of Baytown
Number of educational opportunities provided
Number and percent of parks impacted
Number of parks with environmental changes
Number of parks with environmental changes
funded through this initiative
Types of installed physical environmental
changes
Percent of residents reporting increased usage
of a combination of sun protective behaviors in
the annual City Survey
Comprehensive 2030 playbook plan to include
sun protective measures in all future planning
developed
Number of shade trees installed
Objective I Evaluation Metrics I
By August 2020, train up to 75 city employees on Number of city employees invited to sun safety
sun protective behaviors resulting in 70% of presentation
employees feeling confident in their ability to Number of attendees
implement sun protective behaviors as a part of Percent of employees report feeling confident
their daily routine to incorporate a sun safe behavior in their daily
routine (post survey)
By August 2020, increase the use of sunscreen
ark users b Number of parks impacted
among p y providing sun screen in high Number of sunscreen bags provided
traffic park facilities (up to 24,000 applications)
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Exhibit B. Payment for Services
Payment for Services
City of Baytown
In consideration for Services to be performed by City of Baytown and subject to the terms of this
Agreement, MD Anderson agrees to pay up to $259,850.00 for the term of this Agreement. Table 2.
Payment Schedule, outlines the payment structure per quarter throughout the life of this Agreement.
Payment is contingent upon timely and satisfactory progress or achievement towards set objectives
described in Table 1. MD Anderson may decrease or withhold any payments if the performance of
the Services is not timely performed as required by this Agreement.
Rendering Payment
Payments will be rendered in the first month of each quarter. The Purchase Order number will be
provided by MD Anderson to City of Baytown after the execution of this agreement. To request
payment, an invoice should be emailed to MD Anderson's Accounts Payable department at
mdaccap(a)mdanderson.orQ and cc'd the Program Manager of the initiative. Send only one invoice
per email, and include vendor name in subject line. Electronic invoices shall be provided in a secure,
non -alterable electronic format (such as Adobe .pdf). To submit an invoice by mail, send to:
MD Anderson Cancer Center
Accounts Payable, Unit 1699, PO Box 301401
Houston, TX 77230-1401
(Phone: 713-745-9439)
Please submit each invoice within sixty (60) calendar days of the end of month in which the invoiced
services were performed. Each invoice must be standard typed original invoice on City of Baytown's
letterhead. Invoice requirements shall include but are not limited to the following:
• Billing related to only one valid MD Anderson Purchase Order, with the Purchase Order
number listed on the face of invoice
• Invoice date and unique invoice number
• Description of services provided
• Amount
• Remittance advice, with City of Baytown legal name and "remit to" address, telephone, and
fax numbers
Table 2. Payment Schedule
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Payment_
Schedule
1St Quarter
YearTotal
2"d Quarte
3rd QuarJ)e"uarterunding
(Sept)
(Dec)
(March
Total Budget: $259,850.00
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