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Ark-Tex Council Of Government’s Meetings

 

Agenda Ark-Tex Council of Governments Executive Committee Meeting Thursday (Feb 27)

The Executive Committee of the Ark-Tex Council of Governments (ATCOG) will meet at 10:00 am, Thursday, Feb 27, 2020, at the Titus County Extension Office, at 1708 Industrial Road, Mt. Pleasant.
Item 1. Call to order.
Item 2. Invocation.
Item 3. Self- Introductions.
Item 4. Review and consider consent agenda items. (See page 3; to be presented by Executive Director Chris Brown): • Approve the minutes as submitted for the Ark-Tex Council of Governments Executive Committee meeting held Thursday, Jan 30, 2020, in Mt. Pleasant, Texas. (Page 3) • Ratify the Participation Agreement between ATCOG and Frontier Energy, Inc., for the Texas-New Mexico Power Company Low Income Weatherization Program. (Page 6) Review and Comment
Item 5. Executive Director Report on the monthly statistics for the Ark-Tex Regional Development Company (ATRDC) and Revolving Loan Fund (RLF). (For information only; see page 13; to be presented by Executive Director Chris Brown)
Item 6. Review and comment on an application by the U.S. Department of the Army to the Texas Commission on Environmental Quality (TCEQ) for an amendment to State Air Quality Permit and issuance of Prevention of Significant Deterioration (PSD) Air Quality Permit which would authorize construction of a new Surface Preparation and Coating Operations center located at Red River Army Depot in Texarkana, Bowie County, Texas. (See page 14; to be presented by staff member Paul Prange)
Item 7. Review and comment on an application by Southwestern Electric Power Company (SWEPCO) to TCEQ for renewal and revision of Federal Operating Permit and Acid Rain Permit, which would authorize operation of the Lone Star Power Plant, an Electric Services Facility. The plant is located on State Highway 259, on the east side of Ellison Creek Reservoir approximately 0.5 miles north of the reservoir dam, one mile west of the intersection of U.S. Highway 259 near the City of Lone Star in Morris County, Texas. (See page 15; to be presented by staff member Paul Prange) Regular Business Item 8. Review and consider approval of the Emergency Call Tracking System (ECaTS) contract renewal for Management Information System (MIS). (See page 16; to be presented by staff member Rea Washington)
Item 9. Review and consider approval for the ATCOG Executive Director to submit an application for FY20 Statewide Emergency Radio Infrastructure grant funds through the Office of the Governor, Homeland Security Grant Division. (See page 19, additional handout to be provided at meeting; to be presented by staff member Whitney Fezell) Page 1 of 40 • Cass County Emergency Radio Infrastructure project • Delta County Emergency Radio Infrastructure project • Franklin County Emergency Radio Infrastructure project • Hopkins County Emergency Radio Infrastructure project • Lamar County Emergency Radio Infrastructure project • Morris County Emergency Radio Infrastructure project • Red River County Emergency Radio Infrastructure project • Titus County Emergency Radio Infrastructure project
Item 10. Review and consider approval for the ATCOG Executive Director to submit an application for FY20 State Homeland Security Program grant funds through the Office of the Governor Homeland Security Grant Division. (See page 28; to be presented by staff member Whitney Fezell) • ATCOG Cybersecurity Planning and Training project (Page 28) • ATCOG Emerging Threats Planning project (Page 30) Other Business
Item 11. Discussion of Interlocal Agreement for grant administration services. (See page 32; to be presented by staff member Toni Lindsey)
Item 12. Discussion of county-level redistricting. (To be presented by Executive Director Chris Brown) Item 13. Discussion of the new ATCOG web site. (To be presented by Executive Director Chris Brown) Announcements The next Board of Directors meeting will be on Thursday, Mar 26, 2020, at 10:00 am at the Bowie County Courthouse, located at 710 James Bowie Drive, New Boston

Minutes Ark-Tex Council of Governments Executive Committee Meeting Jan 30, 2020

The Executive Committee of the Ark-Tex Council of Governments (ATCOG) met at 10:00 am, Thursday, Jan 30, 2020, at the Titus County Extension Office, 1708 Industrial Road, Mt. Pleasant.
Item 1. L.D. Williamson, Judge, Red River County, called the meeting to order.
Item 2. Brady Fisher, Northeast Texas Resource Conservation & Development Area, gave the invocation.
Item 3. At this time, each attendee introduced themselves. Review and Comment
Item 4. Deanne Simmons, TxDOT Transportation Planning and Development Director, presented the Unified Transportation Program (UTP) updates for the area included in and surrounding the ATCOG region. Ms. Simmons reviewed the projects included in the 2020 UTP and explained that projects compete state-wide for funding. Ms. Simmons stated that due to the UTP being a 10-year plan, inflation costs were considered and are included in the total project costs. TxDOT may request additional funds as project development continues.
Item 5. Chris Brown, Executive Director, presented the following consent agenda items: • Approval of the minutes as submitted for the Ark-Tex Council of Governments Executive Committee meeting held Thursday, Oct 31, 2019, in Mt. Pleasant, Texas. • Acceptance of the minutes for the Homeland Security Advisory Committee meeting held Wednesday, Dec 4, 2019, at the Titus County Extension Office in Mt. Pleasant, Texas. Motion to approve was made by Travis Ransom, Mayor, City of Atlanta, and seconded by Robert Newsom, Judge, Hopkins County. It was approved.
Item 6. Mr. Brown presented quarterly indirect finance reports and quarterly program statistics. This was for information only so no action was required. Regular Business
Item 7. Mary Beth Rudel, Deputy Director, presented for consideration approval authorizing the ATCOG Executive Director to execute a contract with Windstream to provide a new Voice over Internet Protocol (VoIP) phone system. Motion to approve was made by Judge Newsom and seconded by Brian Lee, Judge, Titus County. It was approved.
Item 8. Ms. Rudel presented for consideration approval authorizing the Executive Director, as the ATCOG Authorized Official, to submit an application to the Office of the Governor, Criminal Justice Division, for the Purchase of Juvenile Justice Services Project for FY 2021. Motion to approve was made by Scott Lee, Judge, Franklin County and seconded by Judge Brian Lee. It was approved. Page 3 of 40
Item 9. Ms. Rudel presented for consideration approval a list of representatives as reappointments/appointments to serve on the Regional Criminal Justice Advisory Committee (RCJAC) through Dec 31, 2021. Motion to approve was made by Becky Wilbanks, Judge, Cass County, and seconded by Judge Scott Lee. It was approved. Item 10. Whitney Fezell, Homeland Security Coordinator, presented for consideration, approval for the ATCOG Executive Director to submit two applications for FY20 State Homeland Security Program grant funds through the Office of the Governor Homeland Security Grant Division. • Funding for the ATCOG Planning, Training, and Exercises project. • Funding for the ATCOG Regional Law Enforcement Terrorism Prevention Training. Motion to approve was made by Judge Scott Lee and seconded by Bobby Howell, Judge, Bowie County. It was approved. Other Business
Item 11. A Townsquare Media representative planned to present on the illegal dumping public awareness campaign, but he was unable attend. In his place, Paul Prange, Environmental Coordinator, and Mr. Brown provided an update on the public awareness campaign. Mr. Brown explained the functionality of geofencing as well as the educational benefits for those who dump illegally and those whose property is affected by the illegal dumping.
Item 12. Representatives from the United States Census Bureau (USCB) provided information regarding the 2020 Census. The USCB’s goal is to ensure all citizens are counted.

The USCB representatives explained that citizens now have four ways to respond: mail, phone, online, or a home visit by a census volunteer. Citizens can respond online beginning Mar 13, 2020. Census volunteers will begin making home visits on Apr 1, 2020. The representatives encouraged elected officials to promote the 2020 Census within their jurisdictions and stated that more information is available online at 2020census.gov. Announcements Judge Williamson announced that a Workforce CEOs, meeting would be held immediately following this meeting. He asked all judges to please reconvene at the front of the room, and all others to please move towards the back.

Judge Williamson announced that the next Executive Committee meeting would be Thursday, Feb 27, 2020, at 10:00 am, at the Titus County Extension Office in Mt. Pleasant. There were no other announcements, so Judge Williamson adjourned the meeting.

EXECUTIVE COMMITTEE MEMBERS PRESENT
Brandon Bell, Judge, Lamar County Brady Fisher, NEXTX Resource Conservation & Development Area, Inc. Bobby Howell, Judge, Bowie County Brian Lee, Judge, Titus County Scott Lee, Judge, Franklin County Robert Newsom, Judge, Hopkins County Travis Ransom, Mayor, City of Atlanta Doug Reeder, Judge, Morris County Bob Thorne, Mayor Pro Tem, City of Daingerfield Page 4 of 40 Becky Wilbanks, Judge, Cass County L.D. Williamson, Judge, Red River County Stan Wyatt, President, North East Texas Municipal Water District

BOARD MEMBERS PRESENT Frank Estes, Councilman, City of Avery Lowell Walker, Mayor, City of DeKalb Timothy Walsworth, Councilman, City of Roxton GUESTS PRESENT Lou Antonelli, The Clarksville Times Robbin Bass, Office of Representative John Ratcliffe Walter Brown, United States Census Bureau Kathey Comer, Office of Senator John Cornyn Andrea Johnson, United States Census Bureau Dave Portillo, Unites States Census Bureau Randy Reed, Workforce Solutions Northeast Texas Deanne Simmons, TxDOT Atlanta District Bart Spivey, Workforce Solutions Northeast Texas Melody Thompson, Office of Representative Cole Hefner Ray Wilson, Office of Senator Bryan Hughes

STAFF MEMBERS PRESENT Mary Beth Rudel, Deputy Director Chris Brown, Executive Director Whitney Fezell, Homeland Security Coordinator Steve Flowers, Executive Assistant Melody Harmon, Economic Development Coordinator Sarah James, Development Specialist Toni Lindsey, Regional Development Coordinator Leslie McBride, Human Resources Manager Paul Prange, Environmental Resources Coordinator Lisa Reeve, Area Agency on Aging Manager Don Shipp, Hazard Mitigation Planner

____________________________________ L.D. Williamson, President Ark-Tex Council of Governments.

PARTICIPATION AGREEMENT TEXAS-NEW MEXICO POWER COMPANY (“UTILITY”) LOW-INCOME WEATHERIZATION PROGRAM ADMINISTERED BY FRONTIER ENERGY, INC. PROGRAM YEAR 2020 1.0

This Participation Agreement is between Frontier Energy, Inc., hereinafter known as Frontier, and __________________________________________________, hereinafter known as the Participant or Agency, who seeks to participate in the Low Income Weatherization Program.

Whereas Frontier has been engaged by Texas-New Mexico Power Company (“TNMP”, “Utility”), a Texas corporation, to deliver energy efficiency services to certain income-qualified electric distribution customers via the Low Income Weatherization Program (the “Program”); and Whereas, Frontier desires to permit Participants to receive incentive payments for eligible energy efficiency measures and services installed or performed at eligible residential properties as described in the current Program Manual, and Participant desires access to such incentives: 2.0 Referenced Documents.

All Work shall be accomplished in accordance with this Participation Agreement, the current Program Manual and any other program information or updates provided by Frontier to Participant via the program website, program-related documents, and forms, or other communication from Frontier or Utility staff, and the current version of the Texas TRM. 3.0 Intellectual Property Rights. This Participation Agreement does not convey ownership or any intellectual property rights to work product that Frontier developed, in whole or in part, prior to this agreement. 4.0 Frontier Energy. Frontier Energy is solely responsible for directing Participants for all services required for the implementation of the Program in conformance with established guidelines and may, at its sole discretion, adjust any compensation requested to comply with the Program guidelines. 5.0 Liability. Notwithstanding any other provisions in this agreement to the contrary, the liability of Frontier with respect to this Participation Agreement shall not exceed the total price of this agreement, whether the remedy is sought in contract, tort (including negligence), strict liability, warranty, indemnity or other legal theory.

In no event shall Frontier be liable to Participant in contract, tort (including negligence), strict liability, warranty, indemnity or other legal theory for any special, indirect, incidental, or consequential damages, such as but not limited to loss of anticipated profits or revenue, loss of use or non-operation, or increased expense of operation. 6.0 Term. The term of this Agreement shall end on December 31, 2020, unless extended per mutual written consent by Frontier and Participant. All Authorized Work shall be completed by November 30, 2020, unless a modified timetable is agreed to in writing by both parties. Page 6 of 40 7.0 Funding Allocation.

Participant is awarded an initial allocation of $_________________ to be used in the Program in the current year. This allocation shall cover all costs of determining participant eligibility, conducting assessments, installing eligible measures, and agency administrative incentives. The Agency is wholly responsible for managing its allocation to ensure it does not overspend during the program year. 8.0 Performance Milestones. Participants must demonstrate they are on track to spend the funding allocated to them in a timely manner.

Frontier will review Participant progress throughout the program year, and may increase or decrease a Participant’s allocation depending on such progress. Agency performance toward meeting program milestones will be reviewed by TNMP on or about May 1 and August 1 each program year. Agencies generally are expected to have invoiced for at least 25% of their budget allocation by May 1 and 75% by August 1. Agencies that are behind these milestones may have their allocations reduced for the remainder of the program year. Frontier shall notify Participants of any changes to a Participant’s allocation in writing to the Participant: 9.0 Customer Outreach and Eligibility Determination. Agency will utilize its own resources to identify eligible customers and shall verify income eligibility using eligibility verification procedures outlined in Texas Administrative Code (TAC) Rules for Energy Assistance Programs.

Agency will verify that the customer premise is in the electric distribution service territory of Utility by obtaining the ESI ID number or meter ID number from the customer and inputting this number into the program database. 10.0 Assessments. For customers determined to be eligible using the procedures outlined in Section 9.0, Agency shall conduct an assessment using the National Energy Audit Tool (NEAT audit) to determine the applicability and Savings-to-Investment (SIR) ratio for the following energy efficiency measures: 10.1 Attic insulation 10.2 Wall insulation 10.3 Light Emitting Diodes (LEDs) to replace incandescent lighting 10.4 Solar screens 10.5 Replacement ENERGY STAR central air conditioners and heat pumps 10.6 Low flow showerheads (for electric water heaters) 10.7 Pipe insulation for hot water pipes (for electric water heaters) 10.8 Air infiltration control measures 10.9 Duct sealing This assessment will include a blower door and duct blaster test wherever applicable.

As part of the assessment, the Agency is responsible for verifying that the health and safety of customers will not be impacted by the installation of any of the above measures. This may include, but is not limited to: conducting lead-safe renovation practices in accordance with US EPA regulations, and verifying pre- and post-installation carbon monoxide levels and pre- and post-installation ventilation rates. 11.0 Assessment Incentive. The incentive for conducting assessments is based on the performance of the NEAT Audit (including pre- and post-installation blower door test and, if applicable, pre- and post-installation duct leakage measurement), or on use of the multifamily priority list. Incentives, and any limits thereon, are as described in the current year’s Program Manual.

Page 7 of 40 12.0 Determination of Measures to be Installed. The NEAT audit will be configured with measure cost, weather, and Utility rate data specific for the Program. The NEAT audit will be used to determine which measures are eligible to be installed, up to the maximum expenditure of $7,541 per home, including assessment costs. Agency shall input measure data from measures recommended by the NEAT audit into the program database. The program database will be used to calculate and track assessment incentives, measure installation costs, and administrative payments.

13.0 Work Order Submittal. Agency shall submit work orders via the program database. Work orders shall consist of a list of homes for which an assessment has been completed, including installation cost and savings estimates. Agency shall upload a copy of the Income Verification Form and a copy of the NEAT audit report via the program database before work order submittal.

14.0 Work Order Payment. Frontier shall provide payment for properly-submitted work orders within thirty calendar days of submittal. Work order payment shall include payment for the assessment, plus estimated installation costs for program measures.

15.0 Installation of Measures. Agency shall perform and/or coordinate the installation activities, as well as any required post-installation services, such as installation verifications and the recycling or disposal of old appliances. All work shall be performed in a workmanlike manner, consistent with industry and TDHCA measure installation standards. The agency shall complete all required services and input updated measure installation data for each home included in a work order within forty-five (45) calendar days of work order submittal.

16.0 Installation Reporting. Agency shall update installation data and upload a copy of the Customer Certification Form using the Program database for each home as soon as measures are installed. For homes where the air infiltration measure is included, a post-installation manometer reading photo must be uploaded.

17.0 Agency Administration Incentive. The program database will include in the installation report the installation costs, using the updated measure installation data, plus the Agency’s administration incentive, which is eight percent (8%) of the measure installation costs.

18.0 Reconciliation of Work Order and Installation Report. In consideration of the satisfactory performance of the work as outlined above, Frontier will reconcile the total amount due on the installation report against the corresponding work order payment. Any amount over or underpaid shall be credited against or added to the amount requested on the next work order submitted after this installation report, or in the case of work completed near the end of Agreement Term, within 30 days.

19.0 Sales Taxes. Participants are responsible for the payment of all sales taxes. Applicable state and local sales tax should be added to the prices submitted for all measures and services.

20.0 Independence of Participants. Participant shall be fully responsible for its own acts and omissions in addition to the acts and omissions of its affiliates, directors, officers, employees, and subcontractors, and shall be specifically responsible for sufficient and competent supervision and inspection to assure compliance in every respect with Participation Agreement requirements. Frontier shall not be responsible for the payment of any sums to any of the Participant’s subcontractors or suppliers. Page 8 of 40

21.0 Standards, Codes, Laws, and Regulations. Participants shall comply with all applicable laws, rules, regulations, codes, and standards of all federal, state, local and municipal Governmental Authority having jurisdiction over the Work covered by this Agreement.

22.0 Background Checks. Participants shall be responsible for conducting criminal background checks on all personnel who will be working in the home or on the property of any customer who is participating in the Program. Any records matching any assigned personnel to the Texas Department of Public Safety criminal history file, sex offender registration, or another name-based file shall be reported immediately to Frontier.

23.0 Termination for Cause. If Participant fails to perform a material term or condition of this Agreement and fails to cure such default within 30 calendar days after receipt of written Notice of Default and Termination from Frontier, Frontier may declare this Agreement terminated, effective on the last day of the said notice period (“Termination Date”). The participant shall be paid for all undisputed work performed prior to the Termination Date, which payment shall not be unreasonably withheld. Grounds for termination for cause include, but are not limited, to the following situations: • the failure, refusal or inability of the Participant to perform any material aspect of the Authorized Work in accordance with this Participation Agreement (except as specified in Section 39, “Force Majeure”); or • Participant has become insolvent, has exhibited a pattern of failure to pay its bills, or has had checks for payment of its bills returned from suppliers and subcontractors due to insufficient funds; or • a court of law has enjoined Participant from performing the Authorized Work; or • In Frontier’s reasonable judgment, the Authorized Work will not be completed within the specified time and/or budget and Frontier has reasonably requested Participant to take steps necessary to accomplish the required progress and completion and/or cost containment, and Participant has failed to do so; or • Participant has misused the corporate name, brand, or logo associated with Utility or Frontier.

24.0 Termination for Convenience. Notwithstanding anything to the contrary, Frontier reserves the right to terminate or suspend this contract at any time, for any reason. If, however, after consulting with Frontier, it is Participant’s opinion that any of the Work is in a state such that interruption thereof would result in substantially increased costs upon resumption of the Work, Participant, with Frontier’s written concurrence, may complete that portion of the Work. The participant shall resume any of the Work so interrupted, suspended or delayed when directed to do so by Frontier, provided, however, that the schedule and the time for performance shall be revised by a period of time reasonably necessary to overcome the effect of the interruption, suspension or delay. Other provisions of this Agreement, such as the delivery dates and terms of payment, will also be adjusted if necessary and as appropriate. The participant shall make every reasonable effort to minimize any additional expense pursuant to this Section. Participants may terminate the terms of this agreement without cause upon forty-five (45) days written notice to Frontier. Failure to provide such notice will maintain the agreement in full effect with all provisions included herein. Page 9 of 40

25.0 Reporting. The participant will provide data and required documentation, either by inputting or uploading required documents to the Program database, as specified in this Participation Agreement.

26.0 Records and Audit. Participant’s records, correspondence, procedures and practices and any other supporting evidence relating to this Agreement (all of the foregoing hereinafter referred to as “Records”) shall be open to inspection and subject to audit and/or reproduction, during normal working hours, by Frontier or its authorized representative to the extent necessary to adequately permit evaluation and verification of customer eligibility forms, income documentation, customer agreement, and other Program documentation. Frontier or its authorized representative shall have access to said Records from the effective date of this Agreement, for the duration of the Work and until three (3) years after the date of final payment by Frontier to Participant pursuant to this Agreement.

27.0 Use of Name. Participants may not use Utility’s or Frontier’s corporate name, trademark, trade name, logo, identity, or any affiliation for any reason, including soliciting customers for participation in its project, without Utility or Frontier’s prior written consent.

28.0 Publicity. Information relating to this Agreement may be released for publication and advertising only with the prior written approval of Frontier. The participant is expressly prohibited from using Utility’s or Frontier’s name in any publication, advertising, or promotion without written approval Utility’s and Frontier’ prior written consent.

29.0 Indemnity. Participant agrees to indemnify, defend, and hold harmless, Frontier and Utility their officers, directors, employees, agents and independent contractors, and each of Utility’s affiliates and each of their respective officers, directors, employees, agents and independent contractors from and against any and all liabilities resulting from third party claims for loss, damage, or injury to persons or property (“Liabilities”) arising from the negligence or misconduct of Participant, its affiliates, directors, officers, employees, and subcontractors.

30.0 Infringement Protection. Participant represents to Frontier and Utility that the material prepared under this Agreement will not infringe on the copyright, patent, or license, or otherwise violate the proprietary rights, including trade secret rights, of any person or entity. The participant agrees to indemnify and hold Frontier and Utility, harmless from and against all liabilities, costs, and damages arising out of such infringement, as well as claims of infringement. Participant further agrees to pay any judgment or reasonable settlement offer resulting from a suit, demand or claim, and pay any reasonable attorney’s incentives incurred by Frontier or Utility in defense of such a suit.

31.0 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows: Frontier: Participant: Name: Steve Wiese Name: ________________________________ Title: Director Title: _________________________________ Frontier Energy Company: _____________________________ 1515 S Capital of Texas Hwy Street Address 1: ________________________ Ste. 110 Street Address 2: ________________________ Austin, TX 78746-6544 City/State/ZIP: __________________________ Page 10 of 40 Such information may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

32.0 Entire Agreement. This Agreement constitutes the entire understanding of the Parties with respect to the Authorized Work, and there shall be no modification or waiver thereof except by writing, signed by the party asserted to be bound thereby. There are no oral representations or agreements between the parties.

33.0 Time is of the Essence. The Parties hereby acknowledge that time is of the essence in performing the duties under this Agreement. Failure to comply with stated deadlines or milestones may result in termination of this Agreement, payments being withheld, or other contractual modifications.

34.0 No Waiver. The failure of either Party to enforce or insist upon compliance with any of the terms or conditions of this Agreement shall not constitute a general waiver or relinquishment of any such terms or conditions, but the same shall be and remain at all times in duly force and effect.

35.0 Applicable Law. This Agreement shall be governed by the laws of the State of Texas, without application of its conflict of laws provisions. Venue shall lie exclusively in the state courts of Harris County, Texas unless such cause of action is within the jurisdiction of the Public Utility Commission of Texas (PUCT), in which case the proper venue and jurisdiction will be at the PUCT.

36.0 Assignment Prohibited. This Agreement may not be assigned without the written consent of Frontier. Arrangements between Participants and subcontractors, which result in the assumption of substantial contractual obligations by the Participant, shall be considered as an assignment and shall be subject to the provisions of this paragraph.

37.0 Modification. This Agreement may not be modified except by written agreement.

38.0 Severability. If any term or provision of this Participation Agreement shall, to any extent, be held invalid or unenforceable, the remaining terms and provisions of this Participation Agreement shall not be affected thereby, but each remaining term and provision shall be valid and enforced to the fullest extent permitted by law.

39.0 Force Majeure. Neither Party shall be liable to the other for any delay in or failure of performance, nor shall any such delay in or failure of performance constitute default, if such delay or failure is caused by “Force Majeure.” As used in this Section, Force Majeure is defined as Acts of war and acts of God such as earthquakes, floods, and other natural disasters, or actions of others, including but not limited to strikes, lockouts or other industrial disturbance, not within the control or arising from the fault of the Party claiming Force Majeure.

40.0 No Joint Enterprise. Each party shall perform its obligations under this Agreement as an independent Participant, and nothing contained herein shall be deemed to create, nor does it create, any association, partnership, joint venture, or relationship of principal and agent or master and servant between the parties, or to provide either party with the right, power or authority, whether express or implied, to create any duty or obligation on behalf of the other party.

41.0 Attorney’s Fees. In the event of any legal action or another proceeding between the Parties arising out of this Agreement or the transactions contemplated herein, the prevailing party in such legal action or proceeding shall be entitled to have and recover from the other Party all costs and expenses incurred therein, including reasonable in-house and outside attorneys’ fees.