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2001-464AN ORDINANCE APPROVING AN INTERLOCAL COOPERATION AGREEMENT BETWEEN TFiE 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 winch is attached hereto and incorporated by reference herem, 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 ordmanee shall become effective ~mmedlately upon its passage and approval PASSED ANDAPPROVEDtinsthe,/r/¢ .dayof~,2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM STATE OF TEXAS § COUNTY OF DENTON § INTERLOCAL COOPERATION AGREEMENT THIS AGREEMENT ~s made and entered mto by and between the CITY OF DENTON, TEXAS, a Texas Municipal Corporation (hereinafter "CITY") and DENTON COUNTY, TEXAS (hereinafter "COUNTY"), each orgamzed and existing under the laws of the State of Texas, acting by and through and under the anthonty of their respective governing bothes and officials, and WHEREAS, CITY and COUNTY are local governmental ent~t~es organized under the laws of the State of Texas, and both of whom have the anthonty to perform the services set forth m th~s Agreement lnd~wdually, and who mutually desire to enter mto an ~ntarlocal cooperation agreement, as provided for ~n Chapter 791 of the Texas Government Code ~n order to maximize the benefits to the c~t~zens 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 m Denton, Texas, WHEREAS, COUNTY, by its duly-authorized Commissioner's Court, has given specific written advance approval for entenng ~nto th~s Agreement wtth CITY, as reqmred 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 ~n th~s Interlocal Cooperation Agreement, and pursuant to the authority granted by the governing bodies of each of the part, es hereto, m accordance w~th Tex Gov't Code §791 0II(d)(1), do hereby AGREE as follows ARTICLE 1 iNCORPORATION OF PREAMBLES All matters and recitations stated in the preamble to th~s Agreement are true and correct and are hereby ~ncorporated by reference into the provisions of th~s Agreement for all purposes ARTICLE 2 PURPOSE OF AGREEMENT The purpose of th~s Agreement ~s, as designated ~n the preamble, to ewdence the agreement of CITY and COUNTY to prowde for the planting of an Eastern Red Cedar tree at or near the Bayless-Selby Museum ARTICLE 3 TERM OF AGREEMENT TtusAgreementshallbeeffectlveasofthe ~dayof ~~ , 2001 and shall continue m force and effect until all requirements are satisfied The parties may each elect to termmate th~s Agreement, as penmtted under the prowslons of Article 4 hereunder, except that the terms of the indemnification and hold harmless provisions contamed within Article 8 shall survive such termination ARTICLE 4 TERMINATION OF AGREEMENT Th~s Agreement terminates upon the first to occur of the following events A By mutual written agreement of CITY and COUNTY, or B By e~ther party, ff a party defaults or breaches any of the terms or conditmns of ttus Agreement and such default or breach is not cured within 60 days at, er written not,ce 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 prod or afforded by CITY to COUNTY for the term of thru Agreement, ~s as follows A CITY shall assume respons~bflity for furnishing and planting an Eastern Red Cedar tree at or near the Bayless-Selby Museum, and B CITY agrees to prowde staffing, eqmpment, and material necessary for the planting of such tree ARTICLE 6 CONSIDERATION BY COUNTY The consideration to be prod or afforded by COUNTY to CITY for the term of th~s Agreement, ~s as follows A COUNTY shall cooperate w~th CITY, and shall facilitate CITY's planting of the Eastern Red Cedar tree B COUNTY shall lndemmfy and hold harmless CITY of and from any neghgence associated w~th such acts, INCLUDiNG ACTS OF CITY'S SOLE OR PARTIAL NEGLIGENCE, as set forth m Article 8 ARTICLE 7 FORCE MAJEURE Events of Force MaJeure shall mean any contingency or cause beyond the reasonable control of a party including, w~thout llmltat~on, acts of God or the pubhc enemy, war, not, clwl commotaon, msurrect~on, government or de facto government action (unless caused by acts or om~ssaons of the party), fires, explosions, ram or other weather delays, floods, stnkes, 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 LIMITATION 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 WltERE 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 d~spute or d~sagreement arises under the terms of th~s Agreement, the part,es agree to enter rote good faath negotiations to resolve such d~sputes If the matter continues to remain unresolved after good faith negotiations by the part,es, then the matter shall be referred to outside med~atmon Th~s prows~on as mandatory, and shall be a condition precedent to the fihng of any htlgatlon by e~ther or both part, es ARTICLE 10 ASSIGNABILITY/CONSENT Except as otherwise prowded herein, or except as may be hereafter determined by the parties, no party to th~s Agreement may sell, assign, or transfer its ~nterest ~n this Agreement, or any of ~ts right, duties, or obhgaUons hereunder, w~thout the prior written consent of the other party Whenever the consent or the approval of a party ~s required hereto, such party shall not unreasonably w~thhold, delay, or deny such consent or approval ARTICLE 11 NOTICE Any notice given by one party to the other in connection with tins Agreement shall be m writing and shall be by personal delivery, sent by registered mml or certified mml, or by U S Mml, return receipt requested, postage prepaid, to CITY Office of the City Manager City of Denton, Texas 215 East Mclrdnney 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 retum receipt or other written evidence of receipt ARTICLE 12 MODIFICATION No wmver 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 wmver or modification shall be offered or received m evidence m any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such wtuver or modffication is in writing, duly executed The parties further agree that the provisions of this Article will not be wmved 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 m any respect, such invalidity, illegality, or unenforceablhty shall not effect the other provisions, and the Agreement shall be construed as if such lnvahd, illegal, or unenforceable provision had never been contmned 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 exfublts attached thereto, constitutes the entire agreement among the part,es hereto w~th respect to the subject matter hereof, and supersedes any prior understandings or written or oral agreements between the part,es w~th respect to the subjeot matter of ttus Agreement No amendment, modification, cancellation or alteration of the terms of th~s Agreoment shall be binding on any party hereto unless the same ~s m writing, dated subsequent to the date hereof, and ~s duly authorized and executed by the parties hereto ARTICLE 16 WAIVER OF TERMS AND CONDITIONS The ftulure of e~ther party to enforce or ~ns~st upon comphance w~th any of the terms or conditions of th~s Agreement shall not constitute a general wmver or rehnqmshment of any such terms or conditions, but the same shall be and remmn at all t~mes m full fome and effect ARTICLE 17 AUTHORITY OF PARTIES Th~s Agreement is made by and entered ~nto by the duly-authorized offimals of each respective governmental entity ARTICLE 18 CAPTIONS The captions contmned m this Agreement are for ~nformat~onal purposes only and shall not ~n any way affect the substant;ve terms or conditions of thru Agreement ARTICLE 19 COUNTERPARTS Th~s Agreement may be executed ~n any number of counterparts, each of whmh shall be deemed an original, and constitute one and the same ~nstmment 1N WITNESS WHEREOF, the C~ty of Denton, Texas has caused thxs Agreement to be executed ~n two original counterparts, by ~ts duly-authorized and empowered Mayor, and Denton County, Texas has caused flus Agm~t to be~ecuted by ~ts duly-authorized and empowered County Judge on th~s the ~ **"day of~.P~, , 2001, to be effective as of the day of ., 2001 CITY OF DENTON, TEXAS EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY By '~"'~~ DENTON COUNTY, TEXAS / By C~O T~~~/~ ATTEST COUNTY CLERK, DENTON COUNTY, TEXAS AP L 0 BRUCE ISAACKS, DISTRICT ATTORNEY