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2015-080ORDINANCE NO. 2O1 S-OgO AN ORDINANCE OF THE CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A MUTUAL AID AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND THE CITY OF GARLAND, TEXAS, THAT PROVIDES FOR TERMS AND CONDITIONS UNDER WHICH EACH PARTY WOULD PROVIDE AID TO THE OTHER IN RESPONSE TO EMERGENCIES OR NATURAL DISASTERS, IN SUBSTANTIAL CONFORMITY WITH THE ATTACHED EXHIBIT "A;" AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the Mutual Aid Agreement by and between the City of Denton, Texas and the City of Garland, Texas respecting electric service, is in the best interests of the citizens and ratepayers of the City; which Agreement serves a municipal and public purpose; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTIONITITI. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City under the Mutual Aid Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the �°��� day of ,��� _�;� ��, ,, w 2015. � ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: �'� � ..°�� �.�.� ,�'� �.�''�q��� "�L°°��f� AS �"��:� LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � ` � � � � � � �m, � B �� �, �� ,�� `'� Y' � , � ��':�, .... � . ..��d� �. .... peee .........�a � tl ��� �� ,i.,,�"�, MAYOR MUTUAL AID AGREEMENT THIS MUTUAL AID AGREEMENT ("Agreement") is entered into by and between the CITY OF GARLAND, TEXAS, a home-rule municipality operating its electric utility as GARLAND POWER AND LIGHT, hereinafter "GPL," and the CITY OF DENTON, TEXAS, hereinafter "City,." operating its electric utility as DENTON MLJNICIPAL ELECTRIC, hereafter "DME;" GPL and City may hereinafter be referred to individually as "Party" and/ or collectively as "Parties." RECITALS: A. GPL and the City, within the performance of their respective activities, maintain professional staff qualified to undertake repair, maintenance and replacement of electrical distribution systems. B. The Parties deem it appropriate to develop a written agreement to govern situations in which one Party (the "Requesting Utility") may need the assistance of the other Party (the "Responding Utility") by setting forth the terms and conditions under which the Requesting Utility may request and utilize such assistance from the Responding Utility. C. The intent and purpose of this Agreement is to exercise the authority of each of the Parties signing this Agreement to create and implement a"Mutual Aid Agreement" , which is in essence, an Interlocal Cooperation Agreement, permitted pursuant to the provisions of Chapter 791, Texas Government Code. . D. The general purpose of this Agreement is to authorize the Parties to cooperate in the provision and exchange of emergency services to the maximum extent allowed by law, subject to the legal requirements and the available resources of each City. By way of illustration, and not limitation, such emergency events may include but are not limited to a major problem with their distribution system(s); natural disaster, accident or terrorist act; or to coordinate requests for assistance and to provide an efficient and reliable procedure for determining when supplemental services are available and/ or may be necessary. E. Each of the Parties may have the necessary equipment and personnel to enable it to provide such assistance and services to the other Party to this Agreement in the event of an emergency. F. The geographical boundaries of the Parties are located in such a manner as to enable each Party to render mutual assistance to the other. G. Each Party fnds that this project or undertaking is necessary for the benefit of the public and that each Party has the legal authority to provide the governmental function or service which is the subject matter of this Agreement. H. The Parties, in paying for the performance of governmental functions or in performing such governmental functions under this Agreement, shall make payments therefore only from current revenues legally available to such Party; I. NOW, THEREFORE, pursuant to the applicable provisions of law, including Chapter 791 of the Texas Government Code, and subject to the terms of this Agreement, the Parties agree as follows: ARTICLE I UNDERL,YINGw_PREMISES 1.1. Voluntary Participation: Participation in this Agreement is purely voluntary and requests for and responses to requests for assistance are at the sole discretion of the Responding Utility. The Responding Utility shall have the primary interest of protecting its own constituency. Neither Party shall be liable to the other Party for, or be considered to be in breach of or default under this Agreement on account of, any delay in or failure to perform any obligation under this Agreement save and except the obligation to make payment as specified in this Agreement. 1.2. Response Discretionary: Emergency assistance will be in the form of resources, such as equipment, supplies, and personnel, and/ or the direct provision of service ("Emergency Assistance"). The execution of this Agreement shall not create or otherwise impose any duty to respond to a request for Emergency Assistance on the part of either Party. Neither Party shall be held liable for failing to provide Emergency Assistance in response to a request from the other Party. Each Party has the absolute discretion to decline to provide any requested Emergency Assistance and to withdraw Emergency Assistance it has provided at any time without incurring any liability save and except only to the extent that the Responding Utility abandons a repair prior to completion that creates a new and unreasonable danger or hazard. The Parties recognize that time is critical during an emergency and diligent effort will be made to respond to a request for Emergency Assistance as rapidly as possible, including notification(s) that Emergency Assistance is not available or that Emergency Assistance is being withdrawn. ARTICLE II OPERATIONAL PROVISIONS 2.1 ReQUest for Assistance: The employee who is in charge of an emergency within the boundaries of the Requesting Utility's jurisdiction is authorized to request Emergency Assistance from the Responding Utility if confronted with an emergency situation in which the Requesting Utility has need for equipment and personnel in excess of that available to the Requesting Utility and which equipment and personnel may be available from the Responding Utility to which the request is directed. 2.2 Mobilization: Requests for Emergency Assistance shall be directed to the designated contact person(s) on the contact list provided by the respective Parties. The extent to which the Responding Utility provides any Emergency Assistance shall be at the Responding Utility's sole discretion. In the event the emergency impacts a large geographical area that activates either federal or state emergency laws, this Agreement shall remain in effect until or unless this Agreement conflicts with such federal and state emergency laws. Each Party may develop and maintain a current plan for mobilization of its personnel and other resources which, in its sole discretion and opinion, is adequate to effectively respond to a request to provide Emergency Assistance to the other Party. 2.3 Response to Request: Upon receipt of a request for Emergency Assistance, the responsible employee of the Responding Utility receiving the request shall, with reasonable promptness, take the following action: 2.3.1 Determine if the Responding Utility has equipment and personnel available to respond to the Requesting Utility and determine the type of equipment and number of personnel available. 2.3.2 Upon making the determination of available resources, with reasonable promptness, advise the Requesting Utility of the determination reached as to Emergency Assistance, confirm the continuing need of the Requesting Utility for Emergency Assistance, and dispatch the available resources to the scene. 2.3.3 In the event the determination is the Responding Utility does not have the ability to respond to the request for Emergency Assistance, advice the Requesting Utility of that determination with reasonable promptness. 2.4 Command Responsibili , at Response Site: The employee of the Requesting Utility in charge at the site to which the response is made shall be the individual in charge of the operations and thus the individual under which the Emergency Assistance sent by the Responding Utility shall serve: PROVIDED THAT, the responding equipment and personnel shall be under the immediate supervision of the employee of the Responding Utility in charge of the responding apparatus. If the Requesting Utility's employee specifically requests an employee of the Responding Utility to assume operational control, neither the employee who makes such a request nor the Responding Utility shall by relinquishing operational control, be relieved of responsibility for the operation. 2.5 Liabili : Each Party to this Agreement agrees to be responsible for and assume liability for its own wrongful and negligent acts or omissions, including the negligence attributed to that Party's management and operational decisions, or those of its officers, agents, or employees, and agrees to the fullest extent allowed by law to indemnify, defend and hold the other Party to this Agreement and its officers, agents, and employees, harmless from such liability. In any lawsuit brought against either Party to this Agreement or as against their officers, agents, or employees by persons or entities not signatory to this Agreement, neither Party shall be limited in its legal rights to request apportionment of any judgment rendered against it, and neither Party shall be limited in its rights as provided under the laws of the State of Texas to seek contribution for any judgment it is required to pay in excess of its proportionate share of any liability judgment or award. 2.6 Return of Equipment & Supplies: Upon completion of work on the emergency, such assistance and help as is necessary will be rendered by each Party to locate and return any items of equipment to the Party owning said equipment. All equipment and personnel used under the terms of this Agreement shall be returned to the Responding Utility upon being released by the Requesting Utility, or upon request being made by the Responding Utility for return of said equipment and personnel. 2.7 Fiscal Provisions: 2.7.1 Each Party shall at all times be responsible to its own employees for the payment of wages and other compensation and for carrying workmen's compensation upon its employees, and each shall be responsible for its own equipment and shall bear the risk of loss therefore, subject to the right to reimbursement set out herein-below. 2.7.2 The Requesting Utility agrees to reimburse the Responding Utility for the following: 2.7.2 (1) The time utilized by the Responding Utility's staff for the benefit of the Requesting Utility billed in one-quarter hour increments at a rate which shall be equal to the compensation rate, including all benefits, paid by the Responding Utility to its responding employees. 2.7.2 (2) For the commercially reasonable cost in the ERCOT market area any supplies utilized by the Responding Utility in undertaking aid and assistance for the Requesting Utility and, to the extent that a vehicle has been utilized, for the standard reimbursement rate, including but not limited to mileage, which may from time-to-time be established by the Parties for vehicle use reimbursement. 2.7.2 (3) As to equipment of the Responding Utility utilized at the site, the agreed upon utilization cost thereof, as such cost may be established by the agreed upon schedule developed by the Parties, which is commercially reasonable in the ERCOT market area. 2.8 Insurance: Each Party agrees to maintain insurance coverage for its own equipment and personnel, whether through third-party insurance, self-insurance, or membership in an appropriate insurance pool providing equivalent coverage. ARTICLE III GENERAL PROVISIONS 3.1 Term of Agreement: This Agreement shall be effective for a period of one year from the date it is signed by the last Party to execute the Agreement, and shall thereafter automatically renew from year to year unless terminated in accordance with this Agreement; 3.2 Termination: This Agreement shall remain in full force and effect unless and until terminated as follows: 3.2.1 Written notice shall be served by a Party upon the other Party of its intention to terminate the Agreement. Such notice shall be served not less than thirty (30) days prior to the termination date set forth therein. The Agreement shall automatically terminate on the date set out in the notice unless the notice is rescinded, in writing, prior to that date. 3.2.2 Termination of the relationship encompassed by this Agreement shall not preclude future agreements for mutual aid between the Parties. 3.2.3 Termination shall not: (i) Affect the responsibility of any Party to pay any moneys which are owing to the other Party under the terms of this Agreement; or (ii) Relieve a Party of a responsibility imposed pursuant to this Agreement. 3.3 A�reement Not Exclusive: This Agreement is not intended to be exclusive as between the Parties hereto. Either Party may, as it deems necessary or expedient, enter into separate interlocal cooperation agreements for mutual aid with any other utility or entity. Entry into such separate agreements shall not, unless specifically stated therein, affect any relationship or covenant herein contained. 3.4 Dispute Resolu.tions: 3.4.1 Immediate written notification setting forth the specific nature of a dispute arising under this Agreement shall be given by one Party to the other Party involved in the disputed matter. 3.4.2 Upon the giving of the notice referenced above, the Parties agree that they shall attempt to resolve the dispute by informal discussions. Each Party commits to participate in these efforts in a timely manner and in good faith. 3.4.3 If such informal efforts are not successful, the Parties may submit the dispute to non-binding mediation. Any costs for the mediator shall be shared equally between the Parties. 3.4.4 In the event of any litigation arising out of the performance of this Agreement, it is agreed that the Courts of the County of Denton, State of Texas, shall be courts of proper venue. Further, in addition to any other relief, the Court may award the substantially prevailing party reasonable attorneys' fees and costs. :��C'�7T�SI� TN l�li3LTIPT.� G£�PI�� �R41�'T`H�DAi�T� ��T FO�.� $I:.�f)"W: .. . �► � � ty , ' . ��� ^ �i ed:c�ri��Y�a�f�f;th��i = ofsD�ritan; �'e�`�s, . _ a���� ���"w���n��.m.;F__ . �����;. �I'I�`Y � d�`°;l�iEl�'��?�,,s`�'���- A: Te�c�:T�1���sa1'��t��%`!�rt: ��� � �, .� ��� � " � � � � ����, ��' � � � ��,.�rv� � �m����„� �� .. ,��� „�..� .��,� ...... . 3�ia�ne: C3�c���: �;. �.�bell` T'it1e: �i� �1vlaqa�e�r As�e�'�u��������:�� " � .�.. �����,�� ���..�.� .. �..... ...... ;F�iT`�F.�fi'T: -,JE�iI:�R t�i�AL;T���;� �Tt'it' SE�R.ETAitY �,. "� s � � � .��, � � � �. L � �_m.__ __ � . �� W �.. �� , � `� �� ��� . � �: � ._ .... ....n � : AFP�Q��D A� T`Q I;��Cx�I: FQIt1%�s: �IT�► BL.��`{C����, ��,T`Y �T"T'ditN�Y � �f � � �'����`� � '"�, �� � � �,� �' � �'� ���' �� �� f � ` ,� �� � � � �� am � � ...... .,M��,, ...� �..�� _..� `����s�,�:� ����o ���:I�����f����°�(�'i��+�����"i"�t�G�1�u.��� ����� � ���:t� �al` ��?i�����. CITY OF GARLAND, TEXAS A Texas Municipal Corporation � � �� �„> By: � � �� Name: William E. Dollar Title: City Manager Date Signed: � �� .� �� ___---._._._______.. ATTEST: RENE DOWL, CITY SECRETARY