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HomeMy WebLinkAboutContract 53767 CSC No.53767 INTERLOCAL AGREEMENT BETWEEN CITY OF FORT WORTH AND FORT WORTH TRANSPORTATION AUTHORITY("TRINITY METRO") TO FUND A PORTION OF THE TRANSIT MOBILE PHONE APP This Interlocal Agreement ("Agreement") is made between the City of Fort Worth ("City"), a home-rule municipal corporation of the State of Texas, and the Fort Worth Transportation Authority ("Trinity Metro"), a regional transportation authority under Chapter 452,Texas Transportation Code.The City and Trinity Metro are collectively referred to as the "Parties" and individually as a "Party"; and WHEREAS,the Interlocal Cooperation Act contained in Chapter 791 of the Texas Government Code (the "Act") provides legal authority for the Parties to enter into this Agreement; and WHEREAS,this Agreement is to provide a government function or service that each Party is authorized to perform individually, and it serves the common interest of the both Parties; and WHEREAS, the City and Trinity Metro desire to enter into this Agreement to outline the City's participation for funding a portion of Trinity Metro's cost to develop and implement a Transit Mobile Phone App; and WHEREAS, on January 27, 2020, Trinity Metro's Board of Directors approved BA2020-29 for entering into an Interlocal Agreement with the City to fund a portion of the Transit Mobile Phone App development and implementation; and WHEREAS, on March 3, 2020, the Fort Worth City Council approved Mayor and Council (M&C 20-0120) authorizing execution of an Interlocal Agreement with Trinity Metro in the Amount of $200,000.00 for the City to fund an equal portion of the Transit Mobile Phone App development and implementation costs in an amount up to $100,000.00; and WHEREAS, the governing bodies of City and Trinity Metro, in paying for the performance of governmental functions or in performing such governmental functions, shall make payments from current revenues legally available to each Party; NOW THEREFORE; IN CONSIDERATION of the mutual promises and agreements contained herein,the Parties do hereby agree as follows: t . k $RECORD 1 : FCRETARY WORTK TX city PKojpct ARTICLE 1. PURPOSE The purpose of this Agreement is to outline the City's funding participation for Trinity Metro's Transit Mobile Phone App development and implementation that will provide real- time public data to help residents and visitors save time and navigate Trinity Metro's transit system with confidence. ARTICLE 2. TERM AND TERMINATION This Agreement shall begin upon the last day executed by all authorized Parties ("Effective Date") and shall continue in full force and effect for two years unless terminated ("Term"). Either Party to this Agreement may terminate this Agreement at any time and for any reason by providing the other Party thirty (30) days' written notice to the other Party pursuant to Article 20 of this Agreement. If termination is sought by Trinity Metro for any reason or no reason at all, or if termination is sought by City because of Trinity Metro's failure to abide by its obligations outlined in Article 3 of this Agreement,Trinity Metro shall repay the City for all used funds provided by the City to Trinity Metro under this Agreement up to the termination date. ARTICLE 3. TRINITY METRO'S RESPONSIBH ITY Trinity Metro will promote and administer the Program to maximize resources with an overall goal to increase ridership and simplify the entire trip planning process under one app. Trinity Metro shall invoice the City the initial amount of$50,000.00 no later than 90- days after the Effective Date of this Agreement. Trinity Metro must abide by the terms of this Agreement. ARTICLE 4. CITY'S RESPONSIBILITY Subject to annual appropriation, the City will pay Trinity Metro within 30-days upon receiving an invoice from Trinity Metro, a lump sum or incremental amounts up to $100,000.00 total, inclusive of the initial amount paid, to support the Transit Mobile Phone App development and implementation. 2 City Project No. 102311 ARTICLE 5. IMMUNITY It is expressly understood and agreed that in the execution of this Agreement,no Party waives nor shall be deemed hereby to waive any privileges, immunities or defenses that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. ARTICLE 6. ASSIGNMENT Trinity Metro shall not have the right to assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City, which such right shall be granted solely at the discretion of City. ARTICLE 7. GOVERING LAW AND VENUE This Agreement shall be construed in accordance with the laws of the State of Texas. Venue for any action brought on the basis of this Agreement shall lie exclusively in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. In any such action, each Party shall pay its own attorneys' fees, court costs and other expenses incurred as a result of the action. ARTICLE 8. REMEDIES No right or remedy granted herein or reserved to the Parties is exclusive of any other right or remedy herein by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this Agreement may be waived without written consent of the Parties. ARTICLE 9. SEVERABILITY If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 3 City Project No. 102311 ARTICLE 10. APPLICABLE LAW This Agreement is entered into subject to the Interlocal Cooperation Act, the governing charters and ordinances of the City and Trinity Metro, as they may be amended from time to time, and is subject to and is to be construed, governed and enforced under all applicable Texas and Federal law. Trinity Metro agrees that it will abide by all laws applicable to Mobile Phone App development during the Term of this Agreement. ARTICLE 11. ENTIRE AGREEMENT This written instrument contains the entire understanding and agreement between the City and Trinity Metro as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with this Agreement. This Agreement may not be amended unless set forth in writing and signed by both Parties. ARTICLE 12. SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective Party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other Party is fully entitled to rely on this warranty and representation in entering into this Agreement. ARTICLE 13. INDEPENDENT CONTRACTOR It is expressly understood and agreed that Trinity Metro shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Trinity Metro shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Trinity Metro acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Trinity Metro, its officers, agents, employees, servants, contractors and subcontractors. Trinity Metro further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between the City and Trinity Metro. 4 City Project No. 102311 ARTICLE 14. NO WAIVER The failure of either Party to insist upon the performance of any provision or condition of this Agreement or to exercise any right granted herein shall not constitute a waiver of that Party's right to insist upon appropriate performance or to assert any such right on any future occasion. ARTICLE 15. NON-APPROPRIATION OF FUNDS The City and Trinity Metro will use best efforts to appropriate sufficient funds to support obligations under this Agreement. However, in the event that sufficient funds are not appropriated by either Party's governing body, and as a result, that Party is unable to fulfill its obligations under this Agreement, that Party (i) shall promptly notify the other Party in writing and (ii)may terminate this Agreement, effective as of the last day for which sufficient funds have been appropriated. ARTICLE 16. RIGHT TO AUDIT Trinity Metro agrees that the City shall, until the expiration of three (3) years after termination of this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, records, and communications of Trinity Metro involving transactions relating to this Agreement at no additional cost to City. Trinity Metro agrees that City shall have access during normal working hours to all necessary Trinity Metro facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this Article. City shall give Trinity Metro reasonable advance notice of intended audits. ARTICLE 17. LIABILITY Nothing in the performance of this Agreement shall impose any liability for claims against City or Trinity Metro other than claims for which liability may be imposed by the Texas Tort Claims Act. ARTICLE 18. AMENDMENTS No amendment to this Agreement shall be binding upon either Party hereto unless such amendment is set forth in writing, and signed by both Parties. 5 City Project No. 102311 ARTICLE 19. FORCE MAJEURE The Parties shall exercise their best efforts to meet their respective duties and obligations hereunder,but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any state or federal law or regulation, acts of God, acts of omission,fires,strikes, lockouts, national disasters,wars, riots,material or labor restrictions, transportation problems or existing contractual obligations directly related to the subject matter of this Agreement. ARTICLE 20. NOTICE Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other Party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other Party by United States Mail, registered, return, receipt requested, addressed as follows: City of Fort Worth Trinity Metro Attn:Dana Burghdoff,Assistant City Manager Attn:Wayne Gensler 200 Texas Street 801 Cherry Street, Ste. 850 Fort Worth,TX 76102-6311 Fort Worth,TX 76102 Facsimile: (817)392-8654 Facsimile: (817)215-7533 With Copy to the City Attorney At same address CITY OF FORT WORTH,TEXAS: FORT WORTH-TRANSPORTATION AUTHORITY(TRINITY METRO): "am, By:Dana Burghdoff( 3,2020) By: Dana Burghdoff Wayne Gen ler Assistant City Manager Vice President/COO of Bus and Paratransit Date: Apr 3,2020 Date: 3 OFFICIAL RECORD 6 CITY SECRETARY FT. WORTH,TX City Pr APPROVAL RECOMMENDED: APPROVAL RECOMMENDED: By:WiWarajo son(Apr2,2020) By: William M.Johnson,Director Reena Rya Transportation and Public Work Executive Assistant APPROVED AS TO FORM AND LEGALITY: By:Mack(APO) Douglas W. Black Senior Assistant City Attorney FORM 1295: N/A CONTRACT AUTHORIZATION M&C:20-0120 Date Approved: March 3,2020 y+: {Cs6�T0 ATTEST: 0' Ca By: t Mary J. Kayser City Secretary ?t, '' 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: C&w Chad Edwards Regional Mobility and Innovation Officer CITY SECR 7 CT tunpTL@ TV City Project No.102311 4/1/2020 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA ruu-RT WORTH DATE: 3/3/2020 REFERENCE**M&C 20- LOG NAME: 201LA TRINITY METRO TRANSIT NO.: 0120 MOBILE PHONE APP CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of an Interlocal Agreement with the Fort Worth Transportation Authority (Trinity Metro) in the Amount of$200,000.00, with City Participation in the Amount up to $100,000.00 to Fund a Portion of Costs for Implementation of a Transit Mobile Phone App (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize execution of an Interlocal Agreement with the Fort Worth Transportation Authority (Trinity Metro) in the amount of$200,000.00, with City Participation in the amount up to $100,000.00 to fund a portion of costs for implementation of a Transit Mobile Phone App (City Project No. 102311) DISCUSSION: On August 7, 2018, City Council approved M&C G-19335 authorizing funding for a Transit Master Plan Implementation Study to further assist in developing the City's vision for transit and transportation investment within Tarrant County and the region. The City's Transit Master plan (Transit Moves Fort Worth) developed early priorities that maximize the return on transit investments, identify land use and capital investment strategies to support the success of transit, provide advice on funding from potential partner agencies within Tarrant County, NCTCOG, State and Federal sources, and provide a better understanding of emerging technology applications and private sector partnering. The Transit Moves Fort Worth Plan identified an initiative for implementation of a Transit Mobile Phone App that will provide real time public data to help residents and visitors save time and navigate Trinity Metro's transit system with confidence. The Transit Mobile Phone App will simplify the entire trip planning, fare payment and real time tracking of the ride by bringing all these components into one app. The app is used by other transit agencies within the region. Therefore, the app will help riders seamlessly transfer to other transit systems under a single app. The City will be providing funds in the amount up to $100,000.00 for the Transit Mobile Phone App project to be matched with equal funds up to $100,000.00 provided by Trinity Metro for an amount up to $200,000.00 towards the project. Any amount over $200,000.00 is the responsibility of Trinity Metro. City funds are already appropriated in the City's adopted budget. The transit services provided under this Interlocal Agreement are citywide. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as appropriated, in the General Capital Projects Fund Transit Mobile Phone App project . Prior to any expenditure being incurred, the Transportation & Public Works Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) apps.cfwnet.org/counci I_packoUrnc_revi ew.asp?ID=27689&counci Idate=3/3/2020 1/2 4/1/2020 M&C Re\iew FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year I (Chartfield 2) Submitted for City Manager's Office by. Dana Burghdoff(8018) Originating Department Head: William Johnson (7801) Additional Information Contact: Monty Hall (8662) ATTACHMENTS apps.cfwnet.org/council_packet/nic_re\i ew.asp?ID=27689&counci ldate=3/3/2020 2/2