HomeMy WebLinkAbout25-237Docusign Envelope ID: 04A5E2CO-DIE7488E-9FEC-A7A37489F471
ORDINANCE NO. 25-237
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION. AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO
EXECUTE AN INTERLOCAL AGREEMENT WITH THE UNIVERSITY OF NORTH
TEXAS, UNDER THE TEXAS GOVERNMENT CODE, CHAPTER 791, TO AUTHORIZE
AN ECONOMIC FEASIBILITY STUDY FOR UNMANNED AERIAL SYSTEMS IN THE
CITY OF DENTON; AND DECLARING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDA INS:
SECTION 1. The City Manager, or their designee, is hereby authorized to execute the
Interlocal Agreement with the University of North Texas under Chapter 791 of the Texas
Government Code, a copy of which is attached hereto and incorporated by reference herein
(the “Agreement”) .
SECTION 2. The City Council of the City of Denton hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by J oc Hall An5 and
seconded by 13 rA_. a DA ( L, JC bLast . This ordin;r;ciwas passed and approved by
the following vote n - a :
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:-L
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Vicki Byrd, District 1 :
Brian Beck. District 2:
Paul Meltzer. District 3 :
Joe Holland. District 4:
Brandon Chase McGee, At Large Place 5 :
Jill Jester, At Large Place 6:
PASSED AND APPROVED this the 18th day of February, 2025.
GERARD HUDSPETH, MAYOR
Docusign Envelope ID: 04A5E2CO-DIE7488E-9FEC-A7A37489F471
ATTEST:
LAUREN THODEN, CITY SECRETARY
#aLUZ K, Ihd .
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Dacusign Envelope ID: 92DCCCAF-B831-4858-BDAC-CA84C5CEF017
INTERLOCAL COOPERATION AGREEMENT
This Interlocal Cooperation Agreement (“Agreement") is entered into by and between the University of North Texas, a public higher education
institution of the State of Texas, located at 1155 Union Circle #305250, Denton, Texas 76203-5017 (“University") and the City of Denton, a Texas
home-rule municipal corporation herein(“City”). This Agreement is entered into according to the Interlocal Cooperation Act, Chapter 791 of the
Texas Government Code, which allows local governments to contract with one or more units of local government to perform governmental functions
and services
In consideration of the mutual covenants set forth herein, the Parties agree as follows:
I Scope of Work. University will perform the services outlined in
Attachment A (“Services"), attached hereto and incorporated by
reference herein (“Services"). City understands and agrees that
consistent with the University’s educational and research mission,
the University will have the discretion to involve unIversity
students in the performance of the services.
Duties of University. University will provide to atv the
deliverables outlined in Attachment A, incorporated by reference
herein
Cost. As consideration for University’s performance of the
Services, the City will pay University the costs outlined in
Attachment A, incorporated by reference herein. The Parties
agree that said amount does not exceed cost recovery.
Payment .
4.1 Schedule. The City shall pay University the compensation on
the dates or milestones outlined in Attachment A, incorporated
by reference herein.
4.2 Remittance. All payments shall be sent to University at the
address outlined in Attachment A
4.3 Current Revenues. Pursuant to Chapter 791, the Parties
acknowledge and agree any payments from the City to the
University for services performed under this Agreement must be
made from current revenues available to the City.
4.4 Fair Compensation. The Parties agree the payment amount
set forth in Attachment A constitutes fair compensation for the
services to be performed under this Agreement.
4.5 Availability of Funding. The University acknowledges and
agrees that the awarding or continuation of this Agreement is
dependent upon the availability of funding. The City’s obligations
rely solely on funds being appropriated and available. The
absence of appropriated or other lawfully available funds shall
render the Agreement null and void to the extent funds are not
appropriated or available.
Term of Agreement. This Agreement will begin and end on the
dates outlined in Attachment A.
Termination. Either Party may terminate the Agreement upon
thirty (30) days’ written notice. If the City terminates this
Agreement, the City will pay University for all costs and any non-
cancelable obligations incurred up to the effective date of
termination,
Insurance. At all times during the term of the Agreement, both
Parties shall keep in force comprehensive general and
professional liability insurance, including coverage for death,
bodily or personal injury, property damage, including products
liability, and automobile coverage, with limits of not less than
$1,000,000 each claim and $3,000,000 each occurrence.
Additionally, both Parties will maintain worker’s compensation
insurance to the extent required by law.
Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE
OTHER PARTY FOR ANY INDIRECr, SPECIAL. INCIDENTAL.
EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR COSTS,
INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR
REVENUES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL
THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT. BOTH
PARTIES ARE AGENCIES OF THE STATE OF TEXAS AND UNDER THE
CONSTITUTION AND LAWS OF THE STATE OF TEXAS POSSESS
CERTAIN RIGHTS AND PRIVILEGES. ARE suBJEcr TO CERTAIN
LIMITATIONS AND RESTRicrioNS, AND ONLY HAVE SUCH
AUTHORITY AS IS GRANTED TO THEM UNDER THE CONSTITUTION
AND LAWS OF THE STATE OF TEXAS. NOTWITHSTANDING ANY
PROVISION HEREOF, NOTHING IN THIS AGREEMENT IS INTENDED
TO BE, NOR WILL IT BE CONSTRUED TO BE, A WAIVER OF THE
SOVEREIGN IMMUNITY OF THE STATE OF TEXAS, UNIVERSITY, OR
THE CITY OF DENTON
City’s Ownership of Deliverables. The City will own the deliverables
upon payment in full of the cost of the Services. University’s rights
and interest in any intellectual property, including rights to patents
and copyright that may result from Services, shall be limited to any
laboratory methodologies or techniques developed or used in the
performance of the Services and any data from experiments or
tests using non-proprietary materials (controls or generic materials
orsamples).
Use of University’s Name.
City will not include the name of University or any of its employees
in any advertising, sales promotion, or other publicity matter
without the University’s prior written approval. University does not
endorse any product or service. Both Parties shall be free to publish
the results of work under this Agreement. However, the published
data or report shall include the following statement:
“This information was provided under a University of North
Texas Interlocal Cooperation Agreement and is not intended
to endorse or recommend any product or service.'
University will not include the name of City or any of its employees
in any advertising, sales promotion, or other publicity matter
without prior written approval of same.
Evaluation of Samples and/or Materials. University agrees not to
evaluate, reverse engineer, analyze, or otherwise attempt to
identify City’s proprietary samples and/or materials and not to use
such samples and/or materials other than in the performance of
the Services without the express written consent of City. All unused
portions of City’s samples and/or materials shall be returned to City
upon completion of the Services
Excusable Delay. In the event of a delay caused by inclement
weather, fire, flood, strike, or other labor dispute, acts of God, acts
of Government officials or agencies, or any other cause beyond the
control of either Party, the impacted Party or_Parties performance
is excused hereunder for the periods attributable to such a delay,
which may extend beyond the time lost due to one or more of the
causes mentioned above.
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11 o University agrees to make available necessary
laboratory facilities, equipment, and support personnel for these
services. The scheduling of such services shall be arranged to
avoid conflict with the University’s educational and research
programs. The University shall control the scheduling of such tests
and will make reasonable efforts to meet the convenience of the
City
Non-Exclusive Nature of Services. The Services herein are being
offered to City on a non-exclusive basis. Nothing herein shall be
construed as granting City any exclusive right(s) to the Service(s)
referenced herein, and University retains the right to offer and
perform similar or identical Services forothers.
Notice. Any notice or communication required by this Agreement
shall be in writing and shall be sent by overnight courier service
with written verification of receipt, or U.S. Postal Service, Certified
Mail, Return Receipt Requested, postage prepaid, or by confirmed
email, and addressed as specified in Attachment A.
Status of Parties. This Agreement is not intended to create, nor
shall it be construed to be, a joint venture, association,
partnership, franchise, or other form of business relationship.
Neither Party shall have, nor hold itself out as having, any right,
power, or authority to assume, create, or incur any expenses,
liability, or obligation on behalf of the other Party, except as
expressly provided herein.
Third-Party Beneficiary. There are no intended third-party
beneficiaries of this Agreement
Severability. If any provision of this Agreement is held invalid,
illegal, or unenforceable in any respect, such provision shall be
treated as severable, leaving the remaining provisions
unimpaired, provided that such does not materially prejudice
either Party in their respective rights and obligations contained in
the valid terms, covenants, orconditions.
Non-Waiver. The failure of either Party to require the
performance of any of the terms of this Agreement or the waiver
by either Party of any default under this Agreement shall not
prevent a subsequent enforcement of such term, nor be deemed
a waiver of any subsequent breach
Modification of Agreement. This Agreement shall be changed
only by wrItten agreement of the Parties.
21 Applicable Law. This Agreement shall be governed by the laws oT
the State of Texas without regard to its conflict of law’s provisions,
All issues arising from this Agreement shall be resolved in the
courts of Denton County, Texas, and the Parties agree to submit to
the exclusive personal jurisdiction of such courts.
Signatures, Counterparts, and Copies. This Agreement may be
executed in counterparts, all of which, when taken together, shall
constitute one contract with the same force and effect as if all
signatures had been entered on one document. Signatures maybe
made electronically, and such electronic signatures shall be valid
and binding upon the Parties making them and shall serve in all
respects as original signatures. Signatures may be delivered among
and between the Parties by facsimile or electronic means.
Thereafter, the Parties further agree that electronic copies of this
Agreement may be used for any purposes for which the original
may have been used.
Headings and Captions. Headings and captions in this Agreement
are to facilitate reference only, do not form a part of this
Agreement, and shall not in any way affect the interpretation
hereof
Authority. Both Parties represent that each has the full authority
to perform its obligations under this Agreement and that the
person executing this Agreement has the authority to bind it.
Survival. Provisions of this Agreement, which by their express
terms or by necessary implication, apply for a period of time other
than specified herein, shall be given effect, notwithstanding
termination or expiration
Export Control. No ITAR or export-controlled materials shall be
delivered to University pursuant to thisagreement,
Entire Agreement. This Agreement, including Attachment A,
constitutes the entire agreement between the Parties and
supersedes all previous agreements and understandings related to
the work to be performed by UNT. Any terms and conditions
contained in the City’s purchase order or separate scope of work or
similar document shall have no force and effect.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates set forth below.
THE UNIVERSITY OFNORTH TEXAS
DocuSlgned by:
CITY OF DENTON, A Texas Municipal Corporation
tFb/op
By::HIfi!By
Name:Name:
Title:
Date :
Steven Tudor
Executive Director, RCA Title :
Date1 /30/2025
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Docusign Envelope ID: 92DCCCAF-B831-4858-BDAC-CA84C5CEF017
ATrACHMENT A
SERVICES
I SCOPE OF WORK AND PURPOSE: The Services will be performed as set forth in ATTACHMENT A-1, attached hereto and incorporated by
reference herein, in accordance with the UNT INTERLOCAL COOPERATION AGREEMENT attached hereto. The City may issue a purchase
order for each Service. However, any terms and conditions set forth on the purchase order are of no force and effect, and only the terms
and conditions set forth in this Agreement shall apply to the Services hereunder.
2 COST: City shall pay University the firm fixed price of 99,998.00 which will be used to pay for costs necessary for the performance of the
anticIpated Services.
3. PAYMENT:
3.1. SCHEDULE: City agrees to reimburse University for the costs billed within thirty (30) days of receipt of the invoice. University shall
submit invoices to City in accordance with the following schedule:
WUpon Execution of Agreement
Amount
$ 49,998.00
Total
$ 49,998.00
Invoices shall be sent to City at:
Denton Enterprise Airport
Leanne AlexanderAttention
Address 5000 Airport Road
a
airport
3.2 REMITTANCE: All payments shall be sent to University, with reference to Agreement No. SRAOOOO0845, at:
Grants and Contracts Administration
University of North Texas
1155 Union Circle #305250
Denton, Texas 76203-5017
940.565.3940
GCAPostAward@unt.edu
4.TERM OF AGREEMENT: This Agreement will begin upon execution and end on January 30, 2026
5.NOTICES coNTAcrs:
UNIVERSITY coNTAcr:
Research Commercial Agreements
Division of Research and Innovation
University of North Texas
1155 Union Circle #305250
Denton, Texas 76203-5017
Email: ResearchContracts@)unt.edu
WITH COPY TO UNIVERSITY PI:
Dr. Clinton Purtell
Email: Clinton.Purtell@unt.edu
CITY coNTAcr:
Ryan Adams
Director of Airport
5000 Airport Road
Denton, TX 76207
Email: Ryan.Adams@cityofdenton.com
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Docusign Envelope ID: 92DCCCAF-B831-4858-BDAC-CA84C5CEF017
ATrACHivi ENT A-1
Scope of Work: Economic Feasibility Study for Denton Vertiport (Phase 1)
1. Introduction and Purpose
The City of Denton seeks to assess the economic feasibility of constructing or facilitating the location of a vertiport on or
near the Denton Enterprise Airport or within the general area of Denton, TX. The University of North Texas (UNT) will
conduct a feasibility study to evaluate potential economic benefits, market demand, and infrastructural considerations of
vertiport construction. Additionally, the study will outline key questions to be addressed in future vertiport development
planning. UNT may engage graduate students and consultants to provide technical expertise in the completion of this effort.
2. Objectives
The primary objective is to prepare an economic feasibility analysis to provide the City of Denton and stakeholders with an
investigatory study to address the objectives below, as well as inform further analysis that may be required through airport
master planning, or a secondary study.
Objectives:
•
•
An initial economic feasibility impact analysis of a Denton, TX vertiport on the local community based on identified
and agreed factors and considerations.
An analysis to help position and assess theoretical demand for advanced air mobility (AAM) vertiport services in
Denton, TX, such as for electric vertical takeoff and landing (eVTOL) aircraft, given a range of vertiport designs,
FATOs (Final Approach and Takeoff), and operational activity targets.
•
•
•
An overview of potential business models for vertiport operations based on a range ofvertiport designs and
operational targets.
A literature review outlining documented or currently anticipated regulatory and environmental factors that have
been analyzed or discussed relative to vertiport design and construction.
A review and presentation of key considerations and suggested questions for a future, more extensive vertiport
development plan that could be incorporated into airport master planning or a future study, including;
1 ) infrastructure requirements, whether city-funded or privately funded
2) suggestions for potential site considerations for a vertiport location at or near Denton Enterprise Airport
(within Denton County).
3. Key Tasks and Deliverables
Task 1: Market Demand & Economic Feasibility Assessment
• Conduct an initial economic feasibility analysis for eVTOL services and A AM in the Denton region and provide a
report summarizing findings.
• Conduct surveys and a literature review to identify potentially interested user groups, including businesses, logistics
companies, commuters, and tourists that benefit from a range ofvertiport operations in Denton, TX.
• Assess regional interest and projected growth in demand for AAM vertiport services in Denton, TX.
• Identify and review similar projects in comparable cities or regions to benchmark demand and usage rates.
Deliverable:
Report and presentation on market demand for AAM services, including potential usage projections for the vertiport based
on a range ofvertiport designs and operational targets.
Task 2: Economic Impact Study
• Assess the economic factors and benefits of the construction and operation of a vertiport in Denton, including:
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0
0
0
Potential job creation (direct, indirect, and induced employment) relative to vertiport operations.
Potential impact on tourism and commerce.
Potential tax revenues for the City of Denton (and Denton Enterprise Airport, if applicable) that can be
considered in economic feasibility assessments ofvertiport operations.
0 Potential for attracting new businesses, particularly in technology, logistics, and aviation sectors.
•Develop a preliminary economic model that provides a basis for evaluating future vertiport opportunities based on
identified variables and factors.
Deliverable:
Economic impact analysis report and presentation with a theoretical model to assess identified economic benefits ofvertiport
operations in Denton, TX.
Task 3: Preliminary Suggestions for Potential Locations, including Infrastructure Considerations
•Provide recommendations on a range of potential vertiport designs and operational options for future analysis and
consideration, including suggestions for fbrther infrastructure considerations, parking, cargo and/or passenger
facilities, charging or refueling requirements for eVTOLs, and other recommended considerations for scaled
operatIons.
•Identify potential locations for a vertiport based on a range of potential designs, considering proximity to Denton
Enterprise Airport, scalability, existing infrastructure, capacity, and connectivity to transportation networks.
Deliverable:
A report and presentation containing findings and suggestions for potential designs and a preliminary location analysis report
with critical recommendations for future site selection, including infrastructure considerations.
Task 4: Development of Key Questions for Future Vertiport Planning
• Based on findings from Tasks 1, 2, and 3, identify key considerations and questions that future vertiport planning
should address.
•Develop a list of critical questions, such as :
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What are the potential timelines for vertiport development?
What funding sources or public-private partnerships could be considered?
How might the City of Denton integrate a vertiport with existing transportation networks?
What are the significant regulatory considerations that should be incorporated into a Phase 2 study,
considering recent, current, and anticipated eVTOL issues and concerns.
What are recommended factors Denton should consider for long-term sustainability and technological
evolution ofvertiports?
Deliverable:
A comprehensive list of key questions and supporting discussion for future vertiport planning.
4. Timeline
• The completed feasibility study, with a final presentation and report, is expected to take approximately seven
months from the start date, with the following milestones:
0
0
Month 1 (estimated to be no later than approximately the end of the month following contract signature and
funding for resources): Kick-off meeting and data gathering.
Month 3 (estimated to be approximately two months following the Month 1 milestone): A presentation to
include initial findings on survey and literature reviews, as well as an interim report on findings for market
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Docusign Envelope ID: 92DCCCAF-B831-4858-BDAC-CA84C5CEF017
demand and economic impact. Feedback from the Denton Airport and Economic Development Team will
be gathered and incorporated into the next presentation
0 Month 5 (estimated to be approximately two months following the Month 3 milestone): An update on
additional findings from the Month 3 presentation. Preliminary findings on design, potential location,
infrastructure, and regulatory issues. Feedback from the Denton Airport and Economic Development Team
will be gathered and incorporated into the next presentation
0 Month 7 (estimated to be no more than two months following the Month 5 milestone, with an initial target
date to be set during the last week of July, 2025): Final presentation and report submission, including all
deliverables for Phase 1 vertiport economic feasibility considerations, including recommendations for future
study
0 Note: Update meetings and working sessions will be scheduled on a recurring or as-needed basis.
5. Budget and Resources
• The budget from Denton is expected to be less than $50,000. Since the majority of this work will be conducted off
of UNT’s campus, The City of Denton will support up to 26% of indirect overhead for UNT’s engagement on this
project. UNT may use or modify the budget as needed within its discretion for salaries or resources as long as the
total budget does not exceed the limit.
• A detailed breakdown of the budget will be provided by UNT, accounting for personnel, research, and any external
consultants required for specialized tasks such as regulatory analysis or environmental assessments.
6. Conclusion
This study will provide Denton with the foundational data and analysis required to determine the feasibility of a vertiport for
eVTOL operations. The results will guide decisions on whether a formal vertiport plan is warranted and help frame the next
steps in the process.
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