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HomeMy WebLinkAbout2001-464ORDINANCE NO DOS 4 AN ORDINANCE APPROVING AN INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON COUNTY FOR THE PLANTING OF AN EASTERN RED CEDAR TREE AT THE BAYLESS-SELBY MUSEUM, AND DECLARING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the City Council hereby approves an Interlocal Cooperation Agreement between the City of Denton and Denton County to provide for the planting of an Eastern Red Cedar tree, a copy of which is attached hereto and incorporated by reference herein, and the Mayor, or in her absence the Mayor Pro Tem, is hereby authorized to execute said Agreement on behalf of the City SECTION 2 That this ordinance shall become effective immediately upon its passage and approval / PASSED AND APPROVED this the day of hx&�&2, 2001 a/6� &tlk EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM s ww oaummuwmmuuo.w�moomr ImwlwW ax STATE OF TEXAS § COUNTY OF DENTON § INTERLOCAL COOPERATION AGREEMENT THIS AGREEMENT is made and entered into by and between the CITY OF DENTON, TEXAS, a Texas Municipal Corporation (hereinafter "CITY") and DENTON COUNTY, TEXAS (hereinafter "COUNTY"), each organized and existing under the laws of the State of Texas, acting by and through and under the authority of their respective governing bodies and officials, and WHEREAS, CITY and COUNTY are local governmental entities organized under the laws of the State of Texas, and both of whom have the authority to perform the services set forth in this Agreement individually, and who mutually desire to enter into an interlocal cooperation agreement, as provided for in Chapter 791 of the Texas Government Code in order to maximize the benefits to the citizens of CITY and COUNTY to be derived from each taxpayer dollar expended, and WHEREAS, COUNTY desires CITY to plant an Eastern Red Cedar tree at or near the Bayless -Selby Museum located at 317 West Mulberry in Denton, Texas, WHEREAS, COUNTY, by its duly-authonzed Commissioner's Court, has given specific written advance approval for entering into this Agreement with CITY, as required by Tex Gov't Code §791 014(a), and NOW THEREFORE, CITY and COUNTY, for and in consideration of the premises and the mutual covenants set forth in this Interlocal Cooperation Agreement, and pursuant to the authority granted by the governing bodies of each of the parties hereto, in accordance with Tex Gov't Code §791 011(d)(1), do hereby AGREE as follows ARTICLE 1 INCORPORATION OF PREAMBLES All matters and recitations stated in the preamble to this Agreement are true and correct and are hereby incorporated by reference into the provisions of this Agreement for all purposes ARTICLE 2 PURPOSE OF AGREEMENT The purpose of this Agreement is, as designated in the preamble, to evidence the agreement of CITY and COUNTY to provide for the planting of an Eastern Red Cedar tree at or near the Bayless -Selby Museum ARTICLE 3 TERM OF AGREEMENT This Agreement shall be effective as of the `# day of 2001 and shall continue in force and effect until all requirements are satisfied The parties may each elect to terminate this Agreement, as permitted under the provisions of Article 4 hereunder, except that the terms of the indemnification and hold harmless provisions contained within Article 8 shall survive such termination ARTICLE 4 TERMINATION OF AGREEMENT This Agreement terminates upon the first to occur of the following events A By mutual written agreement of CITY and COUNTY, or B By either party, if a party defaults or breaches any of the terms or conditions of this Agreement and such default or breach is not cured within 60 days after written notice by the non -defaulting party to the defaulting party ARTICLE 5 CONSIDERATION TO BE PAID OR AFFORDED BY CITY TO COUNTY The consideration to be paid or afforded by CITY to COUNTY for the term of this Agreement, is as follows A CITY shall assume responsibility for furnishing and planting an Eastern Red Cedar tree at or near the Bayless -Selby Museum, and B CITY agrees to provide staffing, equipment, and material necessary for the planting of such tree ARTICLE 6 CONSIDERATION BY COUNTY The consideration to be paid or afforded by COUNTY to CITY for the term of this Agreement, is as follows A COUNTY shall cooperate with CITY, and shall facilitate CITY's planting of the Eastern Red Cedar tree B COUNTY shall indemnify and hold harmless CITY of and from any negligence associated with such acts, INCLUDING ACTS OF CITY'S SOLE OR PARTIAL NEGLIGENCE, as set forth in Article 8 ARTICLE 7 FORCE MAJEURE Events of Force Maleure shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, not, civil commotion, insurrection, government or de facto government action (unless caused by acts or omissions of the party), fires, explosions, ram or other weather delays, floods, strikes, slowdowns or work stoppages ARTICLE 8 HOLD HARMLESS TO THE EXTENT ALLOWED BY THE CONSTITUTION AND STATUTES OF THE STATE OF TEXAS, AND WITHOUT WAIVING ANY IMMUNITY OR LIMPTATION AS TO LIABILITY, COUNTY AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS CITY, ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, OR ATTORNEYS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, AND LIABILITIES OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY FEES, FOR INJURY OR DEATH OF ANY PERSON, OR FOR DAMAGES TO ANY PROPERTY, REAL, PERSONAL, OR INTELLECTUAL, ARISING OUT OF OR IN CONNECTION WITH THE PLANTING OF THE EASTERN RED CEDAR TREE THAT IS THE SUBJECT OF THIS AGREEMENT, INCLUDING WHERE THE INJURY OR DEATH OR DAMAGE IS CAUSED BY THE SOLE NEGLIGENT ACTS OF CITY, ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, OR ATTORNEYS ARTICLE 9 GOOD FAITH NEGOTIATION AND DISPUTE RESOLUTION Whenever a dispute or disagreement arises under the terms of this Agreement, the parties agree to enter into good faith negotiations to resolve such disputes If the matter continues to remain unresolved after good faith negotiations by the parties, then the matter shall be referred to outside mediation This provision is mandatory, and shall be a condition precedent to the filing of any litigation by either or both parties ARTICLE 10 ASSIGNABILITY/CONSENT Except as otherwise provided herein, or except as may be hereafter determined by the parties, no party to this Agreement may sell, assign, or transfer its interest in this Agreement, or any of its right, duties, or obligations hereunder, without the prior written consent of the other party Whenever the consent or the approval of a party is required herein, such party shall not unreasonably withhold, delay, or deny such consent or approval 3 ARTICLE 11 NOTICE Any notice given by one party to the other in connection with tlus Agreement shall be in writing and shall be by personal delivery, sent by registered marl or certified mail, or by U S Mail, return receipt requested, postage prepaid, to CITY Office of the City Manager City of Denton, Texas 215 East McKinney Denton, Texas 76201 COUNTY Office of the County Judge Denton County, Texas 110 West Hickory Denton, Texas 76201 Notice shall be deemed to have been received on the date of receipt as shown on the return receipt or other written evidence of receipt ARTICLE 12 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith No evidence of any waiver or modification shall be offered or received in evidence in any proceeding ansing between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed The parties further agree that the provisions of this Article will not be waived unless as herein set forth ARTICLE 13 SAVINGS/SEVERABILITY In the event that any one or more of the provisions hereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not effect the other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement ARTICLE 14 GOVERNING LAW AND VENUE This Agreement shall be construed under and governed by, and in accordance with the laws of the State of Texas, and all obligations of the parties hereto, created by this Agreement are performable in Denton County, Texas Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas 4 ARTICLE 15 ENTIRE AGREEMENT This Agreement and the exhibits attached thereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement No amendment, modification, cancellation or alteration of the terms of this Agreement shall be binding on any party hereto unless the same is in writing, dated subsequent to the date hereof, and is duly authorized and executed by the parties hereto ARTICLE 16 WAIVER OF TERMS AND CONDITIONS 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 full force and effect ARTICLE 17 AUTHORITY OF PARTIES This Agreement is made by and entered into by the duly-authonzed officials of each respective governmental entity ARTICLE 18 CAPTIONS The captions contained in this Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement ARTICLE 19 COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and constitute one and the same instrument IN WITNESS WHEREOF, the City of Denton, Texas has caused this Agreement to be executed in two original counterparts, by its duly-authonzed and empowered Mayor, and Denton County, Texas has caused tlus At to be ecuted by its duly-authonzed and empowered County Judge on this thegre day of Rom/ , , 2001, to be effective as of the day of 2001 CITY OF DENTON, TEXAS By &J4Kt, AUGP— EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY By—Cd�G6L��Xd� AP VED TO LEGAL FORM ATTEST COUNTY CLERK, DENTON COUNTY, TEXAS BRUCE ISAACKS, DISTRICT