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