HomeMy WebLinkAboutContract 60941CSC No. 60941
A LIMITED PURPOSE
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
(LP-CRADA)
FOR EQUIPMENT, DATA OR MATERIAL TRANSFER
(FROM NON -NAVY PROVIDER TO NAVY RECIPIENT)
FROM
CITY OF FORT WORTH (CFW)
TO
NAVAL MEDICAL RESEARCH UNIT SAN ANTONIO (NAMRU-SA)
AGREEMENT TITLE: Sewage/Wastewater Samples for Isolating Bacteriophages
AGREEMENT NUMBER: LP-CRADA- NAMRU-SA— 23-1 1638
AGREEMENT ADMINISTRATORS:
CFW
Preferred Contact: Stacy Walters. 817-392-8203,
Stacy. W altersn,FortWorthTexas. Qov
Technical Contact: Migdalia Jackson, 817-392-4966,
M i 2da l i s.Jacksonna,Fort W orthTexas. gov
NAMRU-SA
Technology Transfer Office: John McNally, JD, 804-552-0405,
iohn.i.mcnally 16.ctrla'�,health.mil.
ORTA: Donaldson Santos, 301-319-7428,
Donaldson. g.santos.civaa,health.miI
Intellectual Property Counsel: Dr. Ning Yang JD, 301-319-9433, nins.vant?.civ a,hcalth.mil
Preferred Contact: Dr. Yoon Hwang, 210-685-0654,
voon.v.hwan�.civ cni,health.mil
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Limited Purpose CRADA
NAMRU-SA — 23 — 11638
TABLE OF CONTENTS
PREAMBLE.................................................................................................................................. 3
ARTICLE1. DEFINITIONS...................................................................................................... 3
1.1
"Classified Information(CI)"........................................................................................... 3
1.2
"Controlled Unclassified Information(CUI).................................................................... 3
1.3
"Data"............................................................................................................................... 3
1.4
"Government".................................................................................................................. 3
1.5
"Information"................................................................................................................... 3
1.6
"Invention"....................................................................................................................... 4
1.7
"Patent Awlication.. ........................................................................................................ 4
1.8
"Prot)rietary Information"................................................................................................ 4
1.9
"Technical Information".................................................................................................. 4
Article 2. MATERIAL TO BE TRANSFERRED................................................................ 4
Article 3. PURPOSE FOR TRANSFER (PURPOSE).......................................................... 4
Article 4. PROTECTION OF INFORMATION.................................................................. 5
Article 5. PUBLICATIONS.................................................................................................... 5
Article 6. WARRANTY........................................................................................................... 5
Article 7. LIABILITY............................................................................................................. 5
Article 8. RETURN OF MATERIAL.................................................................................... 6
Article 9. PRE-EXISTING INTELLECTUAL PROPERTY RIGHTS ............................. 6
Article 10. INVENTION LICENSE OPTION........................................................................ 6
Article11. DELIVERY............................................................................................................. 6
Article12. DURATION............................................................................................................. 6
Article 13. AMENDMENT....................................................................................................... 6
Article 14. ENTIRE AGREEMENT........................................................................................ 7
Article15. GOVERNING LAW............................................................................................... 7
Article16. FUNDS..................................................................................................................... 7
Article17. TITLE...................................................................................................................... 7
Limited Purpose CRADA
NAMRU-SA — 23 - 11638
Article 18. USE OF NAME OR ENDORSEMENTS............................................................. 7
Article 19. PUBLIC RELEASE OF THIS AGREEMENT ................................................... 7
Article20. EFFECTIVE DATE................................................................................................ 7
Article21. NOTICES................................................................................................................. 7
Article 22. SURVIVING PROVISIONS.................................................................................. 7
Article23. SIGNATURES......................................................................................................... 8
Limited Purpose CRADA
NAMRU-SA — 23 - 11638
A LIMITED PURPOSE
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT (LP-CRADA)
FOR EQUIPMENT, DATA OR MATERIAL TRANSFER
(FROM NON -NAVY PROVIDER TO NAVY RECIPIENT)
PREAMBLE
Under authority of the U.S. Federal Technology Transfer Act of 1986 (Public Law 99-502, 20
October 1986, as amended), the Non -Navy Collaborator (PROVIDER) and Department of Navy
Collaborator (RECIPIENT) described below agree and enter into this Limited Purpose Cooperative
Research and Development Agreement (LP-CRADA) to transfer MATERIAL according to the
clauses and conditions and for the term and duration set in this Agreement.
The PROVIDER is the City of Fort Worth by and through the Fort Worth Water Department, located
at 200 Texas Street, Fort Worth, Texas 76102, a local government duly organized, validly existing
and in good standing under the laws of the State of Texas. The PROVIDER is not a small business
as defined in 15 U.S. Code § 632 and implementing regulations (13 C.F.R. § 12 1. 101 et seq.) of the
Administrator of the Small Business Administration. Further, the PROVIDER is not directly or
indirectly controlled by a foreign company or government (Executive Order 12591, Section 4 (a)) as
of the effective date of this Agreement.
The RECIPIENT is the Naval Medical Research Unit San Antonio (NAMRU-SA), located at 3650
Chambers Pass, Building 3610, Fort Sam Houston, TX 78234-6315, a Federal laboratory of the
United States Department of Navy wholly owned by the U.S. Government whose substantial purpose
is the performance of research, development or engineering.
Article 1. DEFINITIONS
1.1 "Classified Information (Cl)" means all Information classified in accordance with the
national security laws of the United States (U.S.).
1.2 "Controlled Unclassified Information (CUI)" means official Information that requires the
application of controls and protective measures in accordance with national laws, policies, and
regulations and has not been approved for public release, to include technical information,
proprietary data, information requiring protection under the Privacy Act of 1974, Government -
developed privileged information involving the award of contracts, as well as unclassified
information when disclosure to the public of that particular record, or portion thereof, would
reasonably be expected to cause a foreseeable harm to an interest protected by one or more
provisions of the Freedom of Information Act.
1.3 "Data" means recorded information of any kind regardless of the form or method of the
recording, including computer software.
1.4 "Government' means the Government of the United States of America.
1.5 "Information" means all Data, trade secrets, and commercial and financial information.
Limited Purpose CRADA
NAMRU-SA — 23 - 11638
1.6 "Invention' means any invention or discovery which is or may be patentable under Title 35
of the United States Code.
1.7 `'Patent Application" means U.S. or foreign patent application, continuation, continuation -
in -part, divisional, reissue and/or reexamination on any Invention.
1.8 "Proprietary Information' means information that:
(i) embodies trade secrets developed at private expense or business, commercial, or financial
information that is privileged or confidential provided that such information: (a) is not known
or available from other sources without obligations concerning its confidentiality; (b) has not
been made available by the owners to others without obligation concerning its
confidentiality; (c) is not already available to the Government without obligation concerning
its confidentiality; and (d) has not been developed independently by persons who have had
no access to the infonmation; or
(ii) has been generated by the Navy Collaborator during the performance of this Agreement,
and would have qualified as Proprietary Information under 1.8 (i) above if it had been
generated by the Non -Navy Collaborator, and that the Collaborators have agreed to treat as
Proprietary Information for a term of up to five years from generation.
1.9 "Technical Information" means Information relating to research, development, engineering,
test, evaluation, production, operation use, and maintenance of munitions and other military supplies
and equipment.
Article 2. MATERIAL TO BE TRANSFERRED
PROVIDER owns, controls, or otherwise has all rights in sewage/wastewater hereafter MATERIAL.
PROVIDER has the right to and will transfer (deliver) 100 milliliters of MATERIAL to RECIPIENT
every six (6) months during the DURATION as stated in Article 12 for a total of four (4) samples,
for RECIPIENT to conduct research, tests, evaluation, development or engineering efforts for the
purposes stated below.
Article 3. PURPOSE FOR TRANSFER (PURPOSE)
RECIPIENT agrees that it will use the MATERIAL solely for isolating phages out of the
sewage/wastewater samples and isolate bacteriophages against oral bacterial (PURPOSE) under the
direction and control of RECIPIENT's Principal Investigator (PI), Dr. Yoon Hwang, and will follow
the United States Federal statutes, rules and regulations controlling the handling and use of research
equipment and/or materials of the type described as the MATERIAL, as applicable. The PURPOSE
is consistent with the mission of the RECIPIENT. In addition, RECIPIENT agrees that it will not
use the MATERIAL for any production purposes. This Agreement does not constitute or create a
joint venture, partnership or formal business entity of any kind.
Limited Purpose CRADA
NAMRU-SA — 23 - 11638
4
Article 4. PROTECTION OF INFORMATION
RECIPIENT agrees that it will not use PROVIDER's properly marked PROPRIETARY
INFORMATION without prior written consent except for the PURPOSE. The Parties shall confer
and agree what information created by the Navy RECIPIENT shall be designated GOVERNMENT
PROPRIETARY INFORMATION. PROVIDER will treat GOVERNMENT PROPRIETARY
INFORMATION in a manner equivalent to the manner the Government treats NON -
GOVERNMENT PROPRIETARY INFORMATION. It is PROVIDER's responsibility to properly
identify its PROPRIETARY INFORMATION.
Cl, CUI or otherwise restricted information shall be protected in accordance with the security laws
of the U.S.
Article 5. PUBLICATIONS
Publication of DATA is of prime interest to the RECIPIENT and this Agreement shall not be
interpreted to prevent or unreasonably delay publication of research resulting from the use of the
MATERIAL or modifications of the MATERIAL. RECIPIENT agrees to provide appropriate
acknowledgement of the source of the MATERIAL in all publications. PROVIDER and
RECIPIENT agree to confer and consult to provide a reasonable review period thirty (30) days prior
to the publication or presentation of DATA regarding the MATERIAL to assure that no
PROPRIETARY INFORMATION or RESTRICTED ACCESS INFORMATION is released and
that patent rights are protected. Publication and/or presentation will be delayed for a reasonable time
to afford needed protection. If the research is not published, the RECIPIENT shall provide a report
of the research results to the PROVIDER.
Article 6. WARRANTY
RECIPIENT agrees that PROVIDER makes no representations and extends no warranty of any kind,
either expressed or implied regarding the MATERIAL. There are no expressed or implied warranties
of merchantability or fitness for a particular purpose, or that the use of the MATERIAL will not
infringe any patent, copyright, trademark, or other rights.
Article 7. LIABILITY
RECIPIENT shall be liable for damage to the MATERIAL resulting from RECIPIENT's fault or
negligence in accordance with Federal Law, excepting ordinary wear and tear occasioned by normal
and ordinary usage. In no event shall RECIPIENT be liable for such wear and tear associated with
the usage of the MATERIAL or for loss, damage, or destruction prior to delivery of the MATERIAL
to the RECIPIENT. In the event of loss or irreparable damage to the MATERIAL identified upon
delivery to RECIPIENT, PROVIDER will send replacement 100ml to RECIPIENT. PROVIDER
agrees to defend, and hold harmless RECIPIENT from any loss, claim, damage, or liability, of any
kind, which may arise from PROVIDER's use, storage or disposal of the MATERIAL.
RECIPIENT's entire liability is as stated in the Federal Tort Claims Act, Section 2671 et seq.
Limited Purpose CRADA
NAMRU-SA — 23 - 11638
Article 8. RETURN OF MATERIAL
RECIPIENT agrees that any and all MATERIAL and PROPRIETARY INFORMATION regarding
this MATERIAL received from PROVIDER, and any copies of information, including
PROPRIETARY INFORMATION, shall remain the property of PROVIDER. These items will be
promptly returned or destroyed at the termination of this Agreement in accordance with the
directions of the PROVIDER. All requests and responses must be in writing. The MATERIAL and
information will be returned at no expense to the PROVIDER.
Article 9. PRE-EXISTING INTELLECTUAL PROPERTY RIGHTS
Except as expressly provided in this Agreement, no rights are provided to RECIPIENT under any
pre-existing patents, patent applications, trade secrets or other intellectual property of PROVIDER.
Article 10. INVENTION LICENSE OPTION
RECIPIENT shall retain title to any Invention of its employees made in the performance of the
PURPOSE. RECIPIENT shall notify PROVIDER of the receipt of any Invention disclosure
regarding use or modification of the MATERIAL. PROVIDER has a non-exclusive license to use
any improvement made by Navy RECIPIENT. RECIPIENT gives PROVIDER the option, to be
exercised within one hundred eighty (180) days after the filing of a Patent Application regarding the
Invention, of acquiring an exclusive license in the Government's rights in any Invention. The
exclusive license will be subject to a reasonable royalty. Any exclusive license granted by the
Government in an invention is subject to the statutorily required reservation by the Government of
a nonexclusive, irrevocable, paid -up license to practice the invention or have that invention practiced
throughout the world by or on behalf of the Government.
Article 11. DELIVERY
It is agreed that the PROVIDER will deliver the MATERIAL upon execution of this Agreement to
the RECIPIENT within 30 days from the effective date of this Agreement. PROVIDER will transfer
100 milliliters of MATERIAL every six (6) months to RECIPIENT for duration of this agreement.
Article 12. DURATION
This Agreement will terminate on the earliest of the following dates:
(1) upon completion of RECIPIENT's proposed research studies with the MATERIAL, or
(2) upon thirty (30) days written notice by either Collaborator to the other, or
(3) two (2) years from the effective date of this Agreement.
Article 13. AMENDMENT
This Agreement can be amended only by a written amendment mutually agreed to and signed by the
Limited Purpose CRADA
NAMRU-SA — 23 - 11638
6
Agreement signatories or their successors.
Article 14. ENTIRE AGREEMENT
This Agreement is the entire Agreement between the Collaborators concerning the PURPOSE and
supersedes any prior understanding or written or oral agreement relative to the PURPOSE.
Article 15. GOVERNING LAW
United States Federal Law shall govern this Agreement for all purposes.
Article 16. FUNDS
It is agreed and understood that the MATERIAL is furnished and the Agreement is entered into at
no cost to the RECIPIENT. However, RECIPIENT will be responsible for the shipping cost for the
samples and will send all sampling containers along with any other supplies needed for the transfer
of the samples.
Article 17. TITLE
Each Collaborator shall retain title to all tangible property to which it had title prior to the effective
date of this Agreement.
Article 18. USE OF NAME OR ENDORSEMENTS
PROVIDER shall not use the name of the RECIPIENT or any other Government entity on any
product or service that is directly or indirectly related to this Agreement without the prior approval
of RECIPIENT.
Article 19. PUBLIC RELEASE OF THIS AGREEMENT
This Agreement document is releasable to the public.
Article 20. EFFECTIVE DATE
The effective date of this Agreement is the date of execution by the last to sign for the DURATION
set in Article 12.
Article 21. NOTICES
All notices will be sent to the Agreement administrators or their successors at the addresses shown
in the PREAMBLE.
Article 22. SURVIVING PROVISIONS
All the Articles of this Agreement shall survive its termination.
Limited Purpose CRADA
NAMRU-SA — 23 - 11638
Article 23. SIGNATURES
Accepted for PROVIDER:
I, the undersigned, am duly authorized to bind the City of Fort Worth to this Agreement and do so
by affixing my signature hereto.
Entered into this day of 2024.
By: g-, fir.
Name: Fernando Costa
Title: Assistant City Manager
4d44UUn4
FFORT%o
A�
ATTEST:
°ono °9=°
d
d
p°Qaa�
dannette S. Goodall
nEopSbpf
City Secretary
APPROVAL RECOMMENDED
By ,,,w �,, a ndrver
Chris Harder, P.E.
Director, Water Department
APPROVED AS TO FORM AND LEGALITY
By: acw_
Douglas W Black
Sr. Assistant City Attorney
Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for
the monitoring and administration of this contract, including ensuring all performance and
reporting requirements.
By
Contract Compliance Manager Name: Stacy Walters
Title: Regulatory/Environmental Administrator
Accepted for RECIPIENT:
1, the undersigned, am duly authorized to bind the NAMRU-SA to this Agreement and do so by
affixing my signature hereto.
Entered into this6N day of %AMf 024.
By: kl&, 1�
Name: Ewell M. Hollis, CAPT, MC, USN
Title: Commanding Officer (Acting)
Naval Organization: NAMRU-SA
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Limited Purpose CRADA
NAMRU-SA — 23 - 11638