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HomeMy WebLinkAboutContract 34316 CITY SECRETARY' CONTRACT NO. INTERLOCAL AGREEMENT This INT RLQCAL AGREEMENT ("Agreement") is made and entered into this day of 2006, by and between the TARRANT REGIONAL WATER DISTRICT, a political subdivision of the State of Texas, acting herein and by and through its governing body, (hereinafter referred to as the "TRAM") and the CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas, located within Tarrant, Denton, and Wise Counties,Texas(hereinafter referred to as the"City")both of Tarrant County, State of Texas: RECITALS The City and TRWD hereby agree that the following statements are true and correct and constitute the basis upon which the City and TRWD have entered into this Agreement: WHEREAS, this Agreement is made under the authority granted by and pursuant to Chapter 791 of the Texas Government Code; and WHEREAS, each governing body, in performing government functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party; and WHEREAS, each governing body finds that the subject of this Agreement is necessary for the benefit of the public and that each has the legal authority to perform and to provide the government function or service which is the subject matter of this Agreement;and WHEREAS, each governing body finds that the performance of this Agreement is in the common interest of both parties and that the division of costs fairly compensates the performing party for the services or functions under this agreement; and WHEREAS, the performance of this Agreement will provide trailhead markers for the Trinity Trail System which will be in the common interest of both parties and will benefit the general public. NOW THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows: ARTICLE 1. GENERAL REQUIREMENTS 1.01 Parties. When used herein, the term "TRWD" and the term "City" shall include the officers, agents,employees, successors and assigns of each of the parties respectively. 1.02 Scope of Services. TRWD shall provide the construction of fourteen (14) trailhead signs for the Trinity Trail System. The material used to construct the signs and the size of the signs shall be mutually agreed upon by the parties prior to construction. Page 1 of 5 TEX. 1.03 Compensation. The total cost to construct the trailhead signs for the Trinity Trail System shall not exceed $18,000.00. The City shall pay the TRWD within thirty (30) days of receipt of the final accounting. 1.04 City's Obligations. A. The City shall provide the installation of the trailhead signs at locations mutually agreed upon by the parties. B. The City agrees to notify TRWD within thirty days of the completion and delivery of the trailhead signs of any complaint the City has with the signs. ARTICLE 2. REPAIR AND MAINTENANCE 2.01. Upon completion of the project, the City shall maintain the trailhead signs to ensure good repair and condition unless mutually agreed by the parties otherwise in future written agreements. ARTICLE 3. CURRENT REVENUES 3.01. Pursuant to 791.011 of the Interlocal Cooperation Act, each party paying for performance of governmental functions or services must make those payments from current revenues available to the paying party. ARTICLE 4. CLAIMS/LAWSUITS 4.01. Notice. TRWD agrees to notify the City promptly upon the receipt of any claim or lawsuit brought in connection with any injury, death or damages related to this Agreement. TRWD agrees to make its officers, agents, and employees available to the City at all reasonable times for any statements and case preparation necessary for the defense of any claims or litigation for which the City may be responsible hereunder. 4.02. Waiver of Immunity. Nothing herein shall be deemed to constitute a waiver of any immunity or affirmative defense, which may be asserted by TRAM or the City as to any claim of any third party. 4.03 Cause of Action. Nothing herein shall be construed in any manner, to create a cause of action for the benefit of any person not a party to this Agreement, or to create any rights for the benefit of any person not a party to this Agreement not otherwise existing at law. 4.04 Liability of Claims. Nothing in the performance of this Agreement shall impose any liability for claims against the TRWD other than claims for which liability may be imposed by the Texas Tort Claims Act. Nothing in the performance of this Agreement shall impose any liability for claims against the City other than claims for which liability may be imposed by the Texas Tort Claims Act. Page 2 of 5 �� LR �� � ARTICLE 5. NOTICES 5.01. Any notice provided for or permitted under this Agreement shall be made in writing and may be given or served by (i) delivering the same in person to the party to be notified, or (ii) depositing the same in the mail, postage prepaid, certified with return receipt requested, and addressed to the party to be notified, or (iii) sending by telecopy, with a copy thereof sent by registered mail on the same day. If notice is deposited in the mail pursuant to (ii) or (iii) of Article 5, it will be effective upon receipt or refusal. For the purpose of notice, the addresses of the parties are, until changed as provided below, as follows: Cam: City of Fort Worth Parks and Community Services 4200 S. Freeway, Suite 2200 Fort Worth,Texas 76115 With copy to: Melinda Ramos,Assistant City Attorney 1000 Throckmorton Street Fort Worth,Texas 76102 TRWD: Jim Oliver TRWD General Manager 800 East Northside Drive Fort Worth, Texas 76102 With copy to: Ken Brummett However,the parties may from time to time change their respective addresses, and each shall have the right to specify as its address any other address upon at least ten days written notice to the other party. ARTICLE 6. NONDISCRIMINATION 6.01. Neither the City and TRWD, nor any of its officers, members, agents,employees,program participants, or subcontractors, while engaged in performing this contract, shall in connection with the employment, advancement, or discharge of employees, or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age, except on the basis of a bona fide occupational qualification, retirement plan, or statutory requirement. Page 3 of 5 ��' ;,�` 6.02. The City and TRWD, agree that in the execution, performance, or attempted performance of this Agreement, they will not discriminate against any person or persons because of gender, religion, color, sexual orientation, or national origin, nor will TRWD permit its agents, employees, subcontractors or program participants to engage in such discrimination. ARTICLE 7. GENERAL PROVISIONS 7.01. No Partnership or Joint Venture. TRWD shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of the City. TRWD shall have the exclusive control of, and the exclusive right to, control the work designated to the TRWD to be performed hereunder, and all persons performing the same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, contractors, subcontractors and employees. Neither City nor TRWD shall be responsible under the Doctrine of Respondeat Superior for the acts and omissions of its officers, agents, servants, contractors, subcontractors, or employees. It is understood and agreed that the City is not involved as a party to any activities that may be carried on by TRWD pursuant to this Agreement. Provided, however, that no provision of this Agreement shall operate or be construed as a waiver by either party of any immunity from liability which it has or could be asserted under the doctrine of governmental immunity or any other immunity which it has under law. 7.02. Waiver of Immunity. No provision of this Agreement shall operate or be construed as a waiver by either party of any immunity from liability which it has or could be asserted under the doctrine of governmental immunity or any other immunity which it has under law. 7.03. Force Majeure. If performing any other covenant or term is delayed by reason of war, civil commotion, act of God, governmental restrictions, regulations, or interference, fire or other casualty, or any other circumstances beyond the City or TRWD's control or that of the party obligated or permitted under this Agreement to do or perform the term or covenant, regardless of whether the circumstance is similar to any of those enumerated or not, each party so delayed is excused from performance during the delay period. 7.04. Subject to the limitations contained herein, the covenants, conditions and agreements made and entered into by the parties hereto are declared to be for the benefit of and binding upon their respective successors, representatives and assigns, if any. 7.05. It is agreed that, in the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained; provided, however, that the invalidity of any such covenant, condition or provision does not materially prejudice either the TRWD or City in connection with the rights and obligations contained in the valid covenants,conditions or provisions of this Agreement. 7.06. Applicable Laws. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts locat ��v�1nl������® Page 4 of 5 C1.0 g�-ae�gyr�p� 7�� Ei10 � 06 . Tarrant County, Texas, or the United States District Court for the Northern District of Texas — Fort Worth Division. 7.07. Severability of Provisions. If any of the Provisions contained in this Agreement shall be held, for any reason, to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability, shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 7.08. Funding Out Clause. If for any reason, at any time during any term of this Agreement, the City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement or withdraws previously appropriated funds so that the City is no longer able to fulfill its obligations under this Agreement,the City may terminate this Agreement effective thirty(30)days' following delivery of written notice of City's intent to terminate. However, the City shall remain liable for any expense the TRWD incurs prior to the notice of termination. 7.9 Sole Agreement. This Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understanding or written or oral agreements between the parties respecting the subject matter. SIGNED AND EXECUTED this day omr)wo J�— , 2006. TARRANT REGIO WATER DISTRICT CITY OF FORT WORTH,TEXAS Jim d4eV Assistant City Manager TRWD General Manager ATTEST: City Secretary XMD A Assistant City Attorney NO M&C :�QUIRI:D Page 5 of 5