HomeMy WebLinkAboutContract 59313CSC No. 59313
INTERLOCAL AGREEMENT BETWEEN THE EAGLE MOUNTAIN SAGINAW
INDEPENDENT SCHOOL DISCTRICT POLICE DEPARTMENT
AND THE CITY OF FORT WORTH
This Interlocal Agreement ("Agreement") is between the City of Fort Worth ("City"), a
unit of local government, and the Eagle Mountain Saginaw Independent School District Police
Department ("EMSISDPD"), a unit of local government (collectively, the "Parties"). The
parties have reviewed this Agreement and agree to the following:
WHEREAS, the purpose of this Agreement is to facilitate and memorialize the
cooperation between City and the EMSISDPD concerning the sale of decommissioned City of Fort
Worth Police Department vehicles;
WHEREAS, City agrees to provide the EMSISDPD with decommissioned vehicles (the
"Personal Property") in accordance with the terms of this Agreement;
WHEREAS, any payments or performance required by this Agreement must come from
current revenues legally available to the Parties;
WHEREAS, this Agreement is made pursuant to the authority of Section 791 of the Texas
Government Code;
WHEREAS, the subject of this contract is necessary for the benefit of the public and each
party has the legal authority to perform and to provide the governmental function or service which
is the subject matter of this contract;
NOW, THERFORE, for and in consideration of the mutual undertaking hereinafter set
forth and for adequate consideration given, the Parties agree to the following:
I.
TERM
The Agreement commences on the date signed by the City's Assistant City Manager below
("Effective Date") and expires three (3) years thereafter ("Expiration Date"), unless terminated
earlier in accordance with the provisions of the Agreement. Thereafter, this Agreement may be
renewed on an annual basis upon the mutual written agreement of the Parties, each a "Renewal
Term."
II.
TERMINATION
a. Convenience. Either City or EMSISDPD may terminate the Agreement at any time
and for any reason by providing the other party with thirty (30) days written notice of termination.
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of
notice from the non -breaching party, or other time frame as agreed to by the parties. If the
Interlocal Agreement Page 1 of 6
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
breaching party fails to cure the breach within the stated period of time, the non -breaching party
may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or
equity, immediately terminate the Agreement by giving written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
City in any fiscal period for any payments due hereunder, City will notify EMSISDPD of each
occurrence and the Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expenses to the City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
III.
OBLIGATIONS OF THE PARTIES
The City agrees to:
i. Sell the Personal Property to the EMSISDPD as identified in the Exhibit A
attached hereto.
ii. Transfer and convey to the EMSISDPD all of City's rights, title, and interest
to the vehicles identified in Exhibit A.
iii. Submit an invoice requesting payment upon delivery of the vehicles.
b. The EMSISDPD will:
i. Submit payment to the City, as indicated in the City's invoice, within 30
days of receipt of the invoice;
ii. Pay any fees or costs associated with the transfer, except for the fees for
those services that the City has agreed to provide at no cost as described in
section III(a)(iv) above. , including any out-of-pocket expenses such as, but
not limited to, food and beverage costs, event staffing, audio and visual
equipment needs, internet, utilities, and event production
IV.
LAW AND VENUE
The Agreement and the rights and obligations of the Parties hereto are governed by, and
construed in accordance with, the laws of the United States and State of Texas, exclusive of
conflicts of laws provisions. Venue for any suit brought under the Agreement must be in a court
of competent jurisdiction in Tarrant County, Texas.
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RON
The EMSISDPD agrees that City will, until the expiration of three (3) years after final
payment under the Agreement, have access to and the right to examine any directly pertinent
books, documents, papers and records of the EMSISDPD involving transactions relating to the
Agreement, the EMSISDPD agrees that City will have access during normal working hours to all
necessary EMSISDPD facilities and will be provided adequate and appropriate workspace in order
to conduct audits in compliance with the provisions of this section. City will give the EMSISDPD
reasonable advance notice of intended audits.
VI.
NOTICE
Any notice required to be given under the provisions of this Agreement will be in writing
and duly served when it is personally delivered to the address below, or deposited, enclosed in a
wrapper with the proper postage prepaid thereon, and duly registered or certified, return receipt
requested, in a United States Post Office, addressed to the EMSISDPD or the City of Fort Worth
at the following addresses. If mailed, any notice or communication will be deemed to be received
three (3) days after the date of deposit in the United States Mail. Unless otherwise provided in this
Agreement, all notices must be delivered to the following addresses:
TO THE EAGLE MOUNTAIN SAGINAW
INDEPENDENT SCHOOL DISTRICT
POLICE DEPARTMENT:
c/o. Chief Charlie Ramirez
616 W. McElroy Blvd.
Saginaw, Texas 76179
TO THE CITY OF FORT WORTH
c/o. Fort Worth Police Department
505 W. Felix St.
Fort Worth, Texas 76115
With Copy to the City Attorney at
same address
Either Party may change addresses by giving the other Party ten (10) days written notice.
VII.
MISCELLANEOUS
a. Immunity. It is expressly understood and agreed that in the execution of this
Agreement, neither Party waives, nor be deemed hereby to waive, any immunity or defense that
would otherwise be available to it against claims arising in the exercise of governmental powers
and functions.
b. Amendment. No supplement, modification or amendment of any term, provision,
or condition of this Agreement be binding or enforceable on either Party hereto unless in writing
signed by both Parties.
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C. Assignment. No Party to this Agreement may assign its rights under this
Agreement without prior written consent of the other Party.
d. Relationship of the Parties. None of the provisions of this Agreement are intended
to create, and none will be deemed or construed to create, any relationship between the Parties,
other than that of independent contractors. This Agreement does not create the relationship of
employer -employee, agency, partnership, or joint venture. Neither Party has the right or power in
any manner to unilaterally obligate the other to any third party, whether or not related to the
purpose of this Agreement.
e. Severability. Should any part, term, or provision of this Agreement be declared to
be invalid, void, or unenforceable, all remaining parts, terms, and provisions hereof remain in full
force and effect, and in no way be invalidated, impaired, or affected thereby.
f. Entire Agreement. This Agreement contains the entire Agreement between the
Parties relating to the rights herein granted and the obligations herein assumed, and supersedes all
prior written or oral agreements or communications between the Parties.
g. Liability. Each Party will be solely responsible for its own actions or inaction and
the actions of failure to act of its respective employees, agents, officers, officials, and contractors.
Neither Party is responsible for the actions, errors, omissions, negligence, misfeasance, or
malfeasance of the other Party or any employee, agent, officer, official or contractor or the other
Party.
It. Electronic Signature._ This Agreement may be executed by electronic signature,
which will be considered as an original signature for all purposes and have the same force and
effect as an original signature. For these purposes, "electronic signature" means electronically
scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original
signature, or signatures electronically inserted via software such as Adobe Sign.
i. Public Information. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information related to any records the
EMSISDPD has indicated are confidential, the City shall promptly notify EMSISDPD. It will be
the responsibility of the EMSISDPD to submit reasons objecting to disclosure. A determination
on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney
General of the State of Texas or by a court of competent jurisdiction.
PROPERTY SOLD AS IS. THE PERSONAL PROPERTY IS BEING TRANSFERRED "AS
IS," "WHERE IS," AND "WITH ALL FAULTS" AS OF THE DATE OF THIS
AGREEMENT, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER
AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE,
MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE
CITY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR
REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR
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IMPLIED, CONCERNING THE PERSONAL PROPERTY OR CITY'S TITLE THERETO
OTHER THAN THAT IT OWNS THE PERSONAL PROPERTY FREE AND CLEAR OF
ANY LIENS OR CLAIMS OF ANY THIRD PARTY. EMSISDPD IS HEREBY THUS
ACQUIRING THE PERSONAL PROPERTY BASED SOLELY UPON THE EMSISDPD'S
OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THAT PROPERTY
AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY CITY OR
CITY'S AGENTS OR CONTRACTORS. CITY HAS MADE NO AGREEMENT TO
ALTER, REPAIR OR IMPROVE ANY OF THE PERSONAL PROPERTY.
[signature page follows]
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Eagle Mountain Saginaw ISD
t
Chief of Police '_-'' Date
Eagle Mountain -Saginaw ISD Police Department
Superin endent Date
Eagle Mountain -Saginaw ISD
CITY OF FORT WORTH
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: Apr 28,2023
APPROVAL RECOMMENDED:
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By:
R�rt�n AFdrredge Jr. (Apr 28, 2023 07:22 CDT)
Name: Robert A. Alldredge Jr.
Title: Executive Assistant Chief
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By:
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Name: Janette Goodall
Title: City Secretary
Interlocal Agreement
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.
K�7yle"Id,
By:
Name: Keith Morris
Title: Assistant Police Director
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor C. Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: (None Required)
Date Approved:
Form 1295 Certification No.: N/A
Page 6 of 6
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX