Whereas the Members of the Consortium for Rural Alabama Water and Wastewater Management recognize the need to address issues of improper water/wastewater management in the Black Belt of Alabama, and whereas this Consortium Agreement sets out the relationship between the Members and the organization of the work. It is hereby agreed as follows:
1. PURPOSE OF THE CONSORTIUM
The Universities and federal and state organizations and offices listed below (“Members”) agree to coordinate efforts to resolve the issues associated with drinking water quality and the lack of adequate water/wastewater treatment, disposal, management, and access in rural Alabama. A long-term goal is to establish a multi-institutional center (or institute) focusing on cost-effective water/wastewater infrastructure solutions in the Black Belt and other rural Alabama communities.
This cooperation and coordination is critical because establishing water/wastewater management protocols and defining appropriate sanitation needs in the Black Belt is complicated. Solutions will require detailed planning, innovative technologies, regulatory modifications, economic considerations, traditional and alternative financing options, testing of options, social considerations, education and training of operators/citizens, and the involvement of multiple partners.
The goals for the Consortium for Rural Alabama Water and Wastewater Management will initially focus on:
2. CONSORTIUM MEMBERSHIP
3. LEAD ORGANIZATION
The Members Named below agree that the University of South Alabama will be the lead institution (“Lead Organization”) for Year One (July 1, 2018 to June 30, 2019) and until such time that another member organization is named by the Members as the lead organization. The Lead organization will have the responsibility to maintain a central repository and disseminate information and call Consortium meetings. The Lead will not have fiscal or fiduciary authority or responsibility. Grant applications submitted by Members under the aegis of the Consortium will be provided to the Lead Organization for inclusion into the repository and acknowledgement by Members.
To facilitate an accessible (to all members) repository of data/activities and to facilitate Consortium communication (email updates, meetings, etc.), a Consortium coordinator shall be elected/agreed-upon for each year (beginning July 1). Dr. Kevin White, Professor and Chair of Civil, Coastal, & Environmental Engineering at USA will be the Consortium coordinator for Year One (July 1, 2018 to June 30, 2019).
4. COMMENCEMENT AND DURATION
This Agreement shall commence on the Effective Date and shall continue for five years. The Agreement is renewable.
5. PROJECT FACILITIES
Each Member shall be responsible for providing all appropriate facilities and services as shall be necessary in the proper performance of the tasks and work packages, if any, which will be entirely at the Member’s own expense. Cooperative efforts to utilize the expertise and unique capabilities of each Member are encouraged so as to provide cost efficiency and problem solution efficiency.
6. ADDITION OF MEMBERS TO THE CONSORTIUM
Organizations may be invited to join the Consortium only by the unanimous decision of the Members.
7. DATA MANAGEMENT
7.1 DATA COLLECTION
In the course of the agreement, each Member is likely to be involved in the production and collection of data, reports, publications, etc. The data, reports, publications, etc. are to be sent to the Consortium coordinator and stored in a named data repository (online), accessible to all members. Each Member agrees to ensure that all data submitted to data repository is accompanied by documentation detailing the origin of the data, together with any necessary consents.
7.2 DATA MAINTENANCE
The University of South Alabama hereby undertakes to maintain the data repository for the duration of the agreement and for a period of at least three (3) years after the end of the agreement. All Members will have access to the data repository.
8.1 Each Member hereby undertakes to the other Members that it shall procure that its employees, agents and sub-contractors shall:
8.1.1 Keep confidential all information of a confidential nature (whether written or oral) concerning this Agreement and the business affairs of another Member that it shall have obtained or received as a result of the discussions leading up to or entering into or performance of this agreement (the “Information”);
8.1.2 Not without the prior written consent of the relevant other Member disclose the Information either in whole or in part to any other person save those of its employees, agents and sub-contractors involved in the implementation or evaluation of the Project who have a need to know the same for the performance of their duties;
8.1.3 Use the Information solely in connection with the implementation of the Project and not otherwise for its own benefit or the benefit of any third Member.
8.1.4 These provisions above shall not apply to the whole or any part of the Information to the extent that it can be shown by the receiving Member to be:
22.214.171.124 Known to the receiving Member prior to the date of this Agreement and not obtained directly or indirectly from any other Member; or
126.96.36.199 Obtained from a third Member who lawfully possesses such Information which has not been obtained in breach of a duty of confidence owed to any Member by any person; or
188.8.131.52 In the public domain in the form in which it is possessed by any other Member other than as a result of a breach of a duty of confidence owed to such other Member by any person; or
184.108.40.206 Required to be disclosed by legal process, law or regulatory authority.
9. INTELLECTUAL PROPERTY
9.1 BACKGROUND INTELLECTUAL PROPERTY
It is recognized and understood that certain inventions and technologies in existence prior to the Effective Date of this Agreement (“Background IPR”) are the property of each respective Member and are not affected by this Agreement, and no Member shall have any claims to or rights in such inventions and technology except solely as reasonably necessary to accomplish the goals. All Background IPR used in connection with this Agreement shall remain the property of the Member introducing the same or any third parties from whom such Member has acquired such rights. Each Member shall take responsibility for ensuring that all necessary permissions have been sought to use Background IPR.
9.2 FOREGROUND RIGHTS
All Foreground IPR arising from this Agreement shall belong to the Member(s) generating the same.
Each Member shall use reasonable endeavors to ensure the accuracy of any information or written materials that it supplies to the other Members under this clause and shall promptly correct any error therein of which it is notified. The donating Member will provide no warranties to recipient Members in respect of such information and materials, and the recipient Members shall be entirely responsible for the use to which they put such information and materials.
9.4 FUNDING AGREEMENTS
If the Consortium itself receives funding, the provisions of the funding proposal and budget shall prevail, if any conflicts arise.
This Agreement shall terminate immediately with no liability between the Members should the Funding Agreement terminate for any reason whatsoever, unless the Members, by means of written agreement, decide to continue it.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 This Agreement shall be governed by and construed in accordance with Alabama law and the Members irrevocably agree that any dispute arising out of or in connection with this Agreement will be subject to and within the jurisdiction of the Alabama courts.
11.2 The Members agree to use best efforts to resolve disputes in an informal manner. Where the Members agree that a dispute arising out or in connection with this Agreement would best be resolved by the decision of an expert, they will agree upon the nature of the expert required and together appoint a suitable expert by agreement (and paid for equally by the disputing parties).
This institution is an equal opportunity provider.