RE 2014-0114.1 RESOLUTION NO.&014-D/R1. 1
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL,
TEXAS APPROVING AN INTERLOCAL AGREEMENT WITH THE
CITY OF CARROLLTON, THE TOWN OF ADDISON, AND THE CITY
OF FARMERS BRANCH FOR THE ESTABLISHMENT OF THE
METROCREST QUAD CITIES LOCAL GOVERNMENT
CORPORATION; AUTHORIZING EXECUTION OF THE AGREEMENT
BY THE CITY MANAGER; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Chapter 791 of the Texas Government Code authorizes the formulation of
interlocal cooperation agreements between and among governmental entities;
WHEREAS, the City of Carrollton, Town of Addison, City of Coppell and City of
Farmers Branch (collectively, "the Cities") wish to jointly establish a Local Government
Corporation under Subchapter D of Chapter 431, Texas Transportation Code (the "LGC Act"), to
be known as the Metrocrest Quad Cities Local Government Corporation for the purpose of
financing, constructing, owning, managing and operating a regional public safety
communications center for the benefit of the Cities; and
WHEREAS, the City Council of the City of Coppell finds it to be in the public interest to
enter into such an agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
COPPELL,TEXAS,THAT:
SECTION 1. The City Manager is hereby authorized to sign on behalf of the City of
Coppell an Interlocal Cooperation Agreement Regarding Establishment of the Metrocrest Quad
Cities Local Government Corporation with the Town of Addison, City of Carrollton, and City of
Farmers Branch, containing substantially the terms and provisions attached hereto as Exhibit "A"
and incorporated herein by reference and to take such steps that are reasonable and necessary to
comply with the intent of this resolution and said agreement.
SECTION 2. This resolution shall take effect immediately from and after its passage,
and it is duly resolved.
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this
the 14th day of January, 2014.
APPRO 'ED:
K. -n Selbo Hunt, Mayo
[Type text]
ATTEST:
Christel Pettinos, City Secretary
APPROVE AI S TO FORM:
or 0,/
Robert E. Hager, Ci orney
(kbl:1/3/14:63663)
Exhibit “A” to Resolution No. __________
STATE OF TEXAS § Interlocal Cooperation Agreement Regarding
§ Establishment of the Metrocrest Quad Cities
COUNTY OF DALLAS § Local Government Corporation
This Interlocal Cooperation Agreement (the “Agreement”) is entered into as of the
TOWN OF ADDISON, TEXAS, CITY OF
Effective Date by and among the (“Addison”), the
CARROLLTON, TEXASCITY OF COPPELL, TEXAS
(“Carrollton”), the (“Coppell”) and
CITY OF FARMERS BRANCH, TEXAS,
the (“Farmers Branch”), all of whom are Texas
home rule municipalities operating under the authority of their respective governing bodies
(Addison, Carrollton, Coppell, and Farmers Branch, are hereinafter sometimes referred to
collectively as “the Cities” or the “Parties” or individually as a “City” or a “Party”).”
RECITALS:
WHEREAS
, the Cities are political subdivisions within the State of Texas engaged in the
provision of governmental functions and services for the benefit of their citizens; and
WHEREAS,
the Interlocal Cooperation Act, Texas Government Code, Chapter 791, as
amended (the “Act”) provides authority for local governments of the State of Texas to enter into
interlocal agreements with each other for the purpose of performing governmental functions and
services as set forth in the Act; and
WHEREAS
, the Cities have entered into that certain Metrocrest Quad Cities Public
Safety Radio System Interlocal Agreement effective June 26, 2013, (“the Radio System
Agreement”) for the purpose of establishing the Cities’ agreement regarding the purchase,
installation, maintenance, operation, management, and use of a wide area, multi-site
(“simulcast”)digital trunked radio system compliant with P-25 interoperability standards (“the
System”) to be used jointly by the Cities for providing public safety dispatch and
communications for the Cities’ respective Fire/EMS and Police departments; and
WHEREAS
, the Cities jointly commissioned a study regarding the method of public
safety dispatching and communications conducted by each of the Cities, and the options,
advantages, and disadvantages to consolidating the public safety dispatch and communications
operations of the Cities into a single consolidated public safety communications center (the
“System Study”); and
WHEREAS
, the findings of the System Study indicate that the operation by the Cities of
a consolidated public safety communications center (“Communications Center”) will result in
significant efficiencies and savings in both human and financial resources and allow for a higher
level of coordination of public safety services within the Cities that will enhance the safety of
residents and other inhabitants of each of the Cities; and
WHEREAS
, the System Study further recommended that the Communications Center
should be managed and operated by a separate entity created by the Cities pursuant to applicable
state law; and
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WHEREAS
, having received and considered the System Study and the
recommendations of their respective city administrations, the Cities have decided to create a
local government corporation pursuant to the authority of Subchapter D of Chapter 431, Texas
Transportation Code (the “LGC Act”), to be known as Metrocrest Quad Cities Local
Government Corporation (the “Corporation”), which will be organized for the purpose of
assisting and acting on behalf of the Cities in the performance of their governmental functions
and services, including, but not limited to, the construction, development, management, and
operation of the Communications Center and other joint projects as authorized in the Certificate
of Formation and the Bylaws of the Corporation, as may be amended from time to time; and
WHEREAS
, it is the intention of the Cities that this Agreement set forth the general
process for: (i) the creation of the Corporation; and (ii) the development of agreements regarding
the operation of the Corporation; and
WHEREAS
, subsequent to the execution of this Agreement, the Cities intend to
negotiate and sign one or more operation agreements (each an “Operations Agreement”) with the
Corporation, under which each City will approve specific projects or services to be operated
and/or provided by the Corporation, and pursuant to which each City will provide the necessary
capital contribution and/or other financing (“Approved Projects”); and
WHEREAS
, the Cities agree that, to the extent any payments are required hereunder,
such payments shall be from current revenues or other lawful funds available to the paying party.
NOW THEREFORE
, in consideration of the foregoing and the mutual covenants and
promises set forth herein and other valuable consideration the sufficiency and receipt of which
are hereby acknowledged, the parties agree as follows:
Article I
Purpose
The purpose of this Agreement is to describe the process for the creation of the
Corporation and the development of agreements related to the financing and operating the
Corporation (“Related Agreements”), and to evidence the agreement of the Cities to jointly
establish a local government corporation under Subchapter D of Chapter 431, Texas
Metrocrest Quad Cities Local
Transportation Code (the “LGC Act”), to be known as the
Government Corporation
for the purpose of financing, constructing, owning, managing and
operating a regional public safety communications center in accordance with the terms and
provisions of this Agreement and the Related Agreements.
Article II
Creation of Local Government Corporation
2.1The Cities agree to jointly create the Corporation under the LGC Act for the
purpose of financing, constructing, owning, managing and operating Approved Projects in
accordance with the terms and provisions of this Agreement. To this end, the Cities agree to
have prepared and formally approved by ordinance or resolution of their respective governing
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body, and to cause to be filed with the Texas Secretary of State, a Certificate of Formation
creating the Corporation (the “Certificate”). The Corporation, following its formation, shall be
governed by Bylaws (the “Bylaws”) which must also be approved by the Cities.
2.2 The Certificate and Bylaws shall provide for a Board of Directors of the
Corporation initially consisting of four (4) members with the initial directors to be the current
Town/City Manager of each of the Cities.
2.3 The Certificate shall provide that the Corporation shall have all of the powers
provided by law as a non-profit corporation and a local government corporation under the Act,
the LGC Act, and the Texas Non-Profit Corporation Laws (Chapters 20 and 22, Texas Business
Organizations Code, as amended) including, but not limited to, the authority to do anything
reasonable and necessary relating to the development, construction, management, and operation
of the Communications Center. The Certificate may also provide for certain powers to be
reserved to the Cities, which may include, but may not be limited to, approval of amendments to
the Certificate and Bylaws and the issuance of debt by the Corporation.
2.4 The Certificate and the Bylaws shall provide that the Board of Directors of the
Corporation shall have the authority to select an Executive Director and to establish the duties,
responsibilities, and compensation of the Executive Director.
Article III
Communications Center Operations Agreement
Upon creation of the Corporation, the Cities agree to negotiate in good faith and seek to
enter into an Operations Agreement among themselves and the Corporation setting forth the
agreement among the Cities and the Corporation regarding the financing, development,
operation, and management of the Communications Center, including but not limited to, the
amounts to be paid by the Cities to the Corporation for operation and management of the
Communications Center and methodologies for determining the allocation of said costs.
Article IV
Miscellaneous
Notice
4.1 . Any notice required or permitted to be delivered hereunder shall be
deemed received when sent in the United States Mail, Postage Prepaid, Certified Mail, Return
Receipt Requested, by hand-delivery, or facsimile transmission and addressed to the respective
City at the following address:
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If intended for City of Carrolton, to: With a copy to:
City of Carrolton, Texas Clayton Hutchins
Attn: Leonard Martin, City Manager City Attorney
1945 E. Jackson Road 1945 E. Jackson Road
P.O. Box 110535 (75011-0535) P.O. Box 110535 (75011-0535)
Carrollton, Texas 75006 Carrollton, Texas 75006
If intended for Town of Addison, to: With a copy to:
Town of Addison, Texas City Attorney
Attn: Ron Whitehead, City Manager Cowles & Thompson
5300 Belt Line Road 901 Main Street, Suite 4000
Dallas, Texas 75254-7606 Dallas, Texas 75202-3746
If intended for City of Farmers Branch, to: With a copy to:
City of Farmers Branch, Texas Peter G. Smith
Attn: Gary D. Greer, City Manager Nichols, Jackson, Dillard, Hager
13000 William Dodson Parkway & Smith, L.L.P.
Farmers Branch, Texas 75234 500 N. Akard, Suite 1800
Dallas, Texas 75201
If intended for City of Coppell: With copy(ies) to:
City of Coppell Robert E. Hager
Attn: City Manager Nichols, Jackson, Dillard, Hager
255 E. Parkway Boulevard & Smith, LLP
Coppell, Texas 75019 500 N. Akard, Suite 1800
Dallas, Texas 75201
Governing Law
4.2. . The validity of this Agreement and any of its terms and
provisions as well as the rights and duties of the Cities shall be governed by the laws of the State
of Texas, and venue for any action concerning this Agreement shall be in the State District Court
of Dallas County, Texas. The Cities agree to submit to the personal and subject matter
jurisdiction of said court.
Entire Agreement
4.3. . This Agreement represents the entire agreement among the
Cities with respect to the subject matter covered by this Agreement. There is no other collateral,
oral or written agreement between the parties that in any manner relates to the subject matter of
this Agreement.
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Recitals
4.4. . The recitals to this Agreement are incorporated herein.
Amendment
4.5. . This Agreement may be amended by the mutual written agreement
of all of the Cities.
Severability
4.6 . In the event any one or more of the provisions 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 affect the other provisions, and the
Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never
been contained in this Agreement.
Counterparts
4.7. . 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.
Legal Construction
4.8. . In the event any one or more of the provisions contained in
the Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect other provisions, and the Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in
it.
Assignment
4.9. . No City may assign this Agreement without the prior written consent
of the other Cities.
Consents
4.10. . Whenever the consent or the approval of a City is required herein, such
City shall not unreasonably withhold, delay or deny such consent or approval.
Good Faith Negotiation; Dispute Mediation
4.11. . Whenever a dispute or disagreement
arises under the terms of this Agreement, the Cities agree to enter into good faith negotiations to
resolve such disputes. If the matter continues to remain unresolved, the Cities shall refer the matter
to outside mediation prior to engaging in litigation.
Survival of Covenants
4.12 . Any of the representations, warranties, covenants, and
obligations of the parties, as well as any rights and benefits of the Cities, pertaining to a period of
time following the termination of this Agreement shall survive termination.
Termination
4.13 . The Agreement shall become effective on the date it bears the
signatures of authorized representatives of all of the Cities (the “Effective Date”) and shall
continue on an annual basis until each City has fully satisfied its respective obligations
hereunder, unless sooner terminated as provided herein. However, notwithstanding the
foregoing or any other provision of this Agreement, in the event the Cities are unable to
unanimously agree upon any of the instruments or documents described in this Agreement,
including but not limited to the Certificate of Formation, the Bylaws, and any Operations
Agreement, any City may withdraw from participation in this Agreement and terminate its rights,
duties, and obligations hereunder by giving to the other Cities at least thirty (30) days written
notice thereof. Prior to the date of termination, the terminating City must pay any remaining
financial obligations related to its share of the costs described in Section 4.14 below that were
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incurred or accrued prior to the date of the termination of the terminating City’s participation in
this Agreement.
Costs.
4.14
Filing Fees
A. . The Cities will share equally the costs to file the Certificate of
Formation of the Corporation with the Texas Secretary of State.
Initial Draft Expenses
B. . Coppell has incurred out of pocket legal expenses prior
to the Effective Date in the amount of $800.00 for the preparation of the initial draft of this
Agreement, and the Cities other than Coppell agree to pay to Coppell the sum of $200.00 as
reimbursement for their equal pro rata (one-fourth) share of such expenses within 30 days after
the Effective Date.
C. Legal Expenses; Certificate of Formation, etc.
With respect to the Certificate
of Formation and the Bylaws of the Corporation, and an Operations Agreement, it is anticipated
that the City of Coppell (the “Drafting City”) will take the lead in preparing the initial draft of
one or more of those instruments and will incur legal expenses in connection therewith (“Legal
Fees”). Following distribution by the Drafting City of the initial draft to the other Cities, the
Drafting City will submit to the other Cities an invoice showing the amount of the Legal Fees, a
description of the work performed, and the number of hours worked. The hourly rate for such
legal work performed shall not exceed $160.00. Upon receiving the invoice, the Drafting City
will provide any additional information regarding the invoice as any other City may request (and
will provide that information to all of the other Cities). If there is a dispute regarding the
invoice, the Cities will seek to amicably resolve the same (and a resolution may result in a
revision to the amount of Legal Fees). Once all issues (if any) regarding an invoice have been
resolved by all of the Cities, each City other than the Drafting City will promptly pay to the
Drafting City their equal pro rata (one-fourth) share of the invoice amount as the same may have
been revised.
Responsibility
4.15 . To the extent allowed by law, and without waiving any
governmental immunity available to the Cities under Texas law, or any other defenses the Cities
are able to assert under Texas law, each City agrees to be responsible for its own negligent or
otherwise tortious acts or omissions in the course of performance of this Agreement.
Authorization.
4.16 The persons signing this Agreement on behalf of the respective
Cities is authorized to do so.
(Signature page to follow)
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SIGNED AND AGREED this ________ day of _________________, 2013.
TOWN OF ADDISON
By:___________________________________
Ron Whitehead, City Manager
ATTEST:
_______________________________
Chris Terry, City Secretary
APPROVED AS TO FORM:
________________________________
City Attorney
SIGNED AND AGREED this ________ day of ______________, 2013.
CITY OF CARROLLTON
By:___________________________________
Leonard Martin, City Manager
ATTEST:
_______________________________
Ashley D. Mitchell, City Secretary
APPROVED AS TO FORM:
________________________________
City Attorney
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SIGNED AND AGREED this ________ day of __________________, 2014.
CITY OF COPPELL
By:___________________________________
Clay Phillips, City Manager
ATTEST:
_______________________________
Christel Pettinos, City Secretary
APPROVED AS TO FORM:
________________________________
City Attorney
SIGNED AND AGREED this ________ day of ______________________, 2014.
CITY OF FARMERS BRANCH
By:___________________________________
Gary D. Greer, City Manager
ATTEST:
_______________________________
Angela Kelly, City Secretary
APPROVED AS TO FORM:
________________________________
City Attorney
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