RE 2017-1114.1 RESOLUTION NO. 2o11 /1/h/.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL,
TEXAS, APPROVING THE TERMS AND CONDITIONS OF A MASTER
INTERLOCAL AGREEMENT PERTAINING TO TRANSPORTATION-RELATED
MAINTENANCE, BY AND BETWEEN DALLAS COUNTY AND THE CITY OF
COPPELL, ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING ITS
EXECUTION BY THE CITY MANAGER; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council has been presented with a proposed Master Interlocal
Agreement by and between Dallas County and the City of Coppell, pertaining to transportation-
related maintenance on or about certain designated roadways situated within the territorial limits
of the City of Coppell; and
WHEREAS, the Master Interlocal Agreement attached hereto as Exhibit A is consistent
with the authority and purposes of Texas Government Code Chapter 791, relating to Interlocal
Cooperation Agreements; and,
WHEREAS, upon full review and consideration of the Agreement, and all matters
related thereto, the City Council is of the opinion and finds that the terms and conditions thereof
should be approved, and that the City Manager should be authorized to execute the Agreement
on behalf of the City of Coppell, Texas;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS:
SECTION 1. That the terms, provisions, and conditions of the Master Interlocal
Agreement, a copy of which is attached hereto as Exhibit "A", be, and the same are, hereby
approved.
SECTION 2. That the City Manager is hereby authorized to execute the Master Interlocal
Agreement on behalf of the City, and any amendments or other instruments related thereto.
SECTION 3. That this Resolution shall become effective immediately from and after its
passage.
DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell,
Texas, on this the 14th day of November 2017.
CITY • COLL, TE
a < bd..
N ` LBO ' T, MAYOR
TM 93054 1
ATTEST:
RISTEL PETT OS CITY SE RETARY
APPROVE
Ali
TO FORM:
0
%,% / i /
ROBERT E. HAGS' /ITY ATTORNEY
2
Exhibit"A"
MASTER INTERLOCAL AGREEMENT
BETWEEN DALLAS COUNTY AND THE CITY/TOWN OF COPPELL
PERTAINING TO TRANSPORTATION-RELATED MAINTENANCE ON OR ABOUT
CERTAIN DESIGNATED ROADWAYS SITUATED WITHIN THE TERRITORIAL
LIMITS OF THE CITY/TOWN OF COPPELL
This Master Interlocal Agreement ("Master Agreement") is made by and between Dallas County,
Texas (hereinafter"County") and the City/Town of Coppell, Texas (hereinafter"City/Town"refers
to the applicable City or Town, which is a party to this Master Agreement) acting by and through
their duly authorized representatives and officials, for the purpose of Transportation Improvements
on roads inside Dallas County.
WHEREAS, pursuant to Court Order , dated , County
Commissioners Court approved participation in Transportation Projects within the City/Town of
Coppell; and
WHEREAS, Chapter 791 of the Texas Government Code and Chapters 251 and 472 of the Texas
Transportation Code provide authorization for local governments to contract amongst themselves
for the performance of governmental functions and services;
WHEREAS, the County and the City/Town desire to enter into an Interlocal Agreement
(hereinafter "Master Agreement") for the purpose of jointly coordinating, facilitating and/or
funding improvements and/or maintenance activity on certain duly qualified "Type B"
Roadways, alsosituated wholly within the territorial limits of the City/Town; and
WHEREAS, the County and the City/Town desire to enter into a Master Agreement for the
purpose of jointly coordinating, facilitating and/or funding improvements and/or maintenance
activity on certain duly qualified"Type"C" Roadways, also situated wholly within the territorial
limits of the City/Town; and
WHEREAS, the County and the City/Town desire to enter into a Master Agreement for the
purpose of the City/Town retaining and authorizing County,through its Road&Bridge forces,to
maintain and/or improve various "Type E" Roadways, situated wholly within the territorial
limits of the City/Town; and
WHEREAS, the County and the City/Town desire to enter into a Master Agreement for the .
purpose of the City/Town authorizing and retaining County,through its Road&Bridge forces,to
perform minor transportation-related improvements and/or maintenance services, including but
not limited to pothole repair, cleaning and clearing of drainage culverts,roadway debris removal,
and the like, which services do not fall squarely within the purview of"Type B" or "Type `B"
Roadway Projects, such projects to be performed on or about public roadways and alleyways
situated wholly within the territorial limits of the City/Town; and
WHEREAS, this collaboration between the County and the City/Town is consistent with Strategy
4.2 of Dallas County's Administrative Plan in that it fosters partnership between the County and
Coppell MASTER ILA for Road&Bridge(06-2017) 1
Exhibit"A"
local cities therein on local transportation projects;
NOW THEREFORE, THIS AGREEMENT is hereby made and entered into between the
County and the City/Town for the mutual consideration stated herein:
I. DEFINITIONS
The following definitions are incorporated by reference into this agreement for all
purposes.
1. Type B: Improvements and maintenance of thoroughfares and bridges of major
cross-county importance which are either existing or proposed. The Regional
Thoroughfare Plan for North Central Texas Council of Governments will be used as a
guide to determine which thoroughfares are of major cross-county importance.
2. Type C: Improvements and maintenance of thoroughfares which are affected by state
highway programs, planning and policies, including right-of-way, curb and gutter,
and storm sewer projects that participate with state department of highways and
public transportation as designated by the state as being part of the state highway
system.
3. Type E: Improvements and maintenance of streets, alleys, roads, bridges and
drainage facilities for a local governmental entity as defined under Chapter 791 of the
Texas Government Code.
II. PURPOSE
City/Town has requested in the past, and will likely request in the foreseeable future (1)that the
County participate in the funding of, certain roadway improvements and/or maintenance projects
("projects") on the City/Town's street system, which projects shall be duly qualified "Type B"
Roadway Projects; (2) that County participate in the funding of, certain roadway improvements
and/or maintenance projects ("projects") on the City/Town's street system, which projects shall
be duly qualified "Type C" Roadway Projects; (3) that the County provide certain roadway
improvements and/or maintenance services ("projects") on the City/Town's street system, which
projects shall be duly qualified "Type B" Roadway Projects; or (4) that the County, through its
Road & Bridge forces, perform certain minor transportation-related improvements and/or
maintenance services on or about the City/Town's streets and alleyways, which do not fall
squarely within the collaborations contemplated by either of the aforementioned. The terms and
conditions set forth herein provide the cooperative framework for the County and the City/Town
to jointly undertake one or more of these transportation-related maintenance projects upon public
roadways situated wholly within the incorporated and territorial jurisdiction of the City/Town.
Each roadway maintenance project commenced hereunder shall be fully and specifically set forth
and described in a separate Project Specific Agreement ("PSA"), and shall be approved by
specific order of the Dallas County Commissioners Court, as well as the governing body of the
City/Town.
Projects undertaken pursuant to this Agreement are for the benefit of the City/Town and the
County, and not the purposeful benefit of any third parties. It is the express intention of the
Coppell MASTER ILA for Road&Bridge(06-2017) 2
Exhibit"A"
City/Town and the County that any person or entity, other than the City/Town or the County,
receiving services or benefits hereunder shall be deemed incidental beneficiaries only.
Nothing herein shall be construed so as to prevent the County and the City/Town from
collaborating and working jointly, without prior and formal approval of their respective
governing bodies,in cases of national, state or local emergencies or natural disasters.
III. CITY/TOWN'S CONTRIBUTION
For duly qualified "Type B" and "Type C" Roadway Projects contemplated hereunder, the
City/Town shall be responsible for the total funding and payment for the roadway maintenance
services, less any amounts contributed by the County, which contributions, if any, may not
exceed fifty percent (50%) of the total project costs, and may be made through commitment of
financial resources or in-kind services, i.e. use of County's labor, equipment and/or materials.
For all other projects contemplated hereunder, the City/Town shall be responsible for one
hundred percent (100%) of the funding for services provided in whole or in part through the use
of County Road&Bridge personnel, equipment and/or materials.
All expenditures herein undertaken by the City/Town or the County for the performance of these
government functions shall be made from current revenues available to them.
IV. CITY/TOWN'S OBLIGATIONS
Prior to the commencement of any project hereunder, the City/Town shall clearly detail the
location, scope and nature of the services it desires performed. Should the City/Town desire that
the County, through deployment of its Road & Bridge workforces, perform such services, the
County shall prepare a written and detailed proposal for the City/Town's consideration and
approval, indicating all work to be performed by the County, and at what costs and expense to
the City/Town. Before any such work commences, the City/Town and the County must have a
clear and mutual understanding of the scope of services to be provided by the County and the
costs associated with each such project. Said mutual understanding shall be evidenced by
written documentation, i.e. project specific agreements, which shall only be binding once
approved by the County and the governing body of the City/Town.
For all projects wherein the County is obligated to provide improvements and/or maintenance
services, immediately upon the County's commencement of work duly authorized by them, the
City/Town shall set aside, segregate and escrow for the County's benefit,the full agreed amount
for costs and expenses for each project undertaken. County may elect to bill against segregated
funds.on a monthly basis for services performed during the course of the month, or it may bill
against the segregated funds in full once a project is completed. In either event,the County shall
be paid promptly, and in full once the project is completed.
Where required by the nature of the projects undertaken,the City/Town, at its own expense, shall
be responsible for the following: (1) informing the public of the proposed maintenance or
construction activity regarding the project; (2) acquiring any right-of-way necessary to complete
the project under consideration; (3)locating all manholes, water valves, and other utilities within
Coppel1 MASTER ILA for Road&Bridge(06-2017) 3
Exhibit"A"
the project; (4) making or causing to be made, all utility relocations or adjustments necessary for
the execution and completion of the project; (5) remediating any hazardous or regulated
materials, or other environmental hazards on or near the project site; and (6) where necessary,
providing appropriate traffic control support, including but not limited to flagging, cones,
barricades, shadow vehicles, arrow boards, signage, police presence, etc., to enable the project to
be completed in a timely and safe manner. City/Town agrees to accomplish these functions, if
required by projects under consideration, in a timely and efficient manner to ensure that such
activity will not delay the County's timely performance of its improvements and/or maintenance
activities. -
City/Town agrees to permit the County, at the County's expense, to conduct routine special
studies of traffic conditions within the City/Town, which studies may include traffic counts,
measurements of speeds, delays, congestion, etc.
V. COUNTY'S CONTRIBUTION
For all projects contemplated hereunder,the County shall contribute as follows:
1. For all duly qualified "Type B" and "Type C" Roadway Projects, the County shall
contribute an amount not to exceed fifty percent (50%), which contribution may be
through pledge and commitment of County Road and Bridge funds, use of County Road
and Bridge personnel and/or equipment, or a combination of the two.
2. For all other duly qualified projects,the County's contribution hereunder shall be limited
solely to supplying labor, materials and/or equipment necessary to provide improvements
and/or maintenance services, all of which shall be provided at the City/Town's, or
another funding source's, expense.
VI. COUNTY'S OBLIGATIONS
County shall not undertake performance of any project hereunder, until such time as same has
been specifically approved per the protocol set forth in Section II., as listed above and
incorporated herein by reference. Once so approved, if called upon to do so, the County shall
perform all services contemplated hereunder in a good and workmanlike manner. Further, the
County shall not assign its rights, or delegate its duties and obligations hereunder to any third
party without prior written approval of the City/Town. Nothing herein shall be construed to
prohibit the County from using subcontractors, where reasonably necessary, to aid in the
completion of projects.
Should the County, in executing any project contemplated hereunder, encounter adverse
conditions unforeseen by the City/Town or the County,the County shall immediately bring same
to the attention of the City/Town, and await direction and guidance from the City/Town on the
resolution of same. Where reasonably required by nature of the unknown condition, the County
may cease performance hereunder until such time as adverse conditions are rectified or remedied
by the City/Town, and such delay shall not constitute a material breach of this Agreement.
Coppell MASTER ILA for Road&Bridge(06-2017) 4
Exhibit"A"
VII. TERM
The initial term of this Agreement shall be from the date of last execution by any required
signatory party hereto until December 30, 2022. However, either party hereto, shall have the
absolute right to terminate this Agreement, without cause, at any time, upon providing sixty(60)
days written notice to the other party. If necessary, notice of termination shall be tendered
consistent with the notice provisions and protocol, which is stated below and incorporated herein
by reference.
VIII. LIABILITY
County and City/Town agree that each shall be responsible for its own negligent acts or
omissions or other tortious conduct in the course of performance of this Master Agreement,
without waiving any governmental/sovereign immunity available to the County or the
City/Town or their respective officials, officers, employees, or agents under Texas or other
law and without waiving any available defenses under Texas or other law. Nothing in this
paragraph shall be construed to create or grant any rights, contractual or otherwise, in or
to any third persons or entities.
IX.FISCAL FUNDING
Notwithstanding anything to the contrary herein, this Master Agreement is expressly contingent
upon the availability of County funding for each item and obligation contained herein.
City/Town shall have no right of action against the County as regards this Master Agreement,
specifically including any funding by County of the Project in the event that the County is unable
to fulfill its obligations under this Master Agreement as a result of the lack of sufficient funding
for any item or obligation from any source utilized to fund this Master Agreement or failure of
any funding party to budget or authorize funding for this Master Agreement during the current or
future fiscal years. In the event of insufficient funding, or if funds become unavailable in whole
or part, the County, at its sole discretion, may provide funds from a separate source or terminate
this Master Agreement. In the event that payments or expenditures are made,they shall be made
from current funds as required by Chapter 791, Texas Government Code.
Notwithstanding anything to the contrary herein, this Master Agreement is expressly contingent
upon the availability of City/Town funding for each item and obligation contained herein.
County shall have no right of action against the City/Town as regards this Master Agreement,
specifically including any funding by City/Town of the Project in the event that the City/Town is
unable to fulfill its obligations under this Master Agreement as a result of the lack of sufficient
funding for any item or obligation from any source utilized to fund this Master Agreement or
failure of any funding party to budget or authorize funding for this Master Agreement during the
current or future fiscal years. In the event of insufficient funding, or if funds become unavailable
in whole or part, the City/Town, at its sole discretion, may provide funds from a separate source
or terminate this Master Agreement. In the event that payments or expenditures are made, they
shall be made from current funds as required by Chapter 791, Texas Government Code.
Coppell MASTER ILA for Road&Bridge(06-2017) 5
Exhibit"A"
X. MISCELLANEOUS PROVISIONS
A. Entire Agreement. This Master Agreement and any attachments hereto, set forth the
entire agreement between the parties respecting the subject matter contained herein, and
supersede all prior and contemporaneous understandings and agreements, whether oral or in
writing, between the parties respecting the same.
B. Applicable Law. This Agreement and all matters pertinent thereto shall be construed
and enforced in accordance with the laws of the State of Texas and exclusive venue shall be in
Dallas County, Texas. Notwithstanding anything herein to the contrary, this Agreement is
expressly made subject to the County's and the City/Town's Governmental and/or Sovereign
Immunity, pursuant to Title 5 of Texas Civil Practice and Remedies Code, and all applicable
State of Texas and federal laws.
C. Severability. If any term, covenant, condition or provision of this Master Agreement
shall be declared invalid, illegal, or unenforceable in any respect by a tribunal of competent
jurisdiction, the remaining terms, covenants, conditions, and provisions shall remain in full force
and effect, and shall in no way be affected,impaired or invalidated thereby.
D. Not an Agent. County and City/Town mutually agree that neither entity acting
hereunder shall be considered an agent of the other, and that each entity is responsible, if at all,
for its own acts, forbearance, and deeds.
E. Venue. This Master Agreement and all matters pertinent thereto shall be construed and
enforced in accordance with the laws of the State of Texas and venue shall lie exclusively in
Dallas County, Texas.
F. Amendment. This Master Agreement may be supplemented and/or amended at any time
through the mutual consent of both the County and the City/Town,so long as all amendments,
changes, revisions, and discharges of this Master Agreement, in whole or in part, are reduced to
writing and executed by the parties thereto.
G. Notice. All notices, requests, demands, and other communication under this Master
Agreement shall be tendered in writing and shall be deemed to have been duly given when either
delivered in person, or via certified mail, postage prepaid, return receipt requested to the
respective parties as follows:
COUNTY: CITY/TOWN:
Director of Public Works Ken Griffin
411 Elm Street, Fourth Floor Director of Public Works
Dallas, Texas 75202 255 Parkway BIvd.
Coppell, Texas 75019
Coppell MASTER ILA for Road&Bridge(06-2017) 6
Exhibit"A"
H. Counterparts. This Master Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, but all of which shall constitute one and the same
instrument.
I. Headings. The headings and titles used herein are for sake of convenience only, and are
not intended to affect the interpretation or construction of such provisions.
J. Contingent. This Master Agreement is expressly contingent upon formal approval by
the Dallas County Commissioners Court and the governing body of the City/Town of Coppell,
Texas.
The City/Town of Coppell, State of Texas, has executed this aster Agreement pursuant to duly
authorized City/Town Council Action on the / day of UL i44 f ,2017.
The County of Dallas, State of Texas, has executed this Master Agreement pursuant to
Commissioners Court Order Number and passed op.the day of
2017. '
Coppell MASTER ILA for Road&Bridge(06-2017) 7
Exhibit"A"
Executeil this the lir' day of Executed this the day of
1tg4h4' ,2017. , 2017.
CITY/TOWN OF COPPELL: • COUNTY OF DALLAS:
cita
CITY/TOWN MANAGER CLAY LEWIS JENKINS
COUNTY JUDGE
ATTEST:
ar/
1?
ITY/TOWN SEC TARY
APPROVED AS TO FORM: APPROVED AS TO FORM:*
FAITH JOHNSON
DISTRICT ATTORNEY
Assi ant City Atto ,' Sherri Turner
Assistant District Attorney
•
*By law,the District Attorneys Office may only advise or approve contracts or legal documents on behalf of its clients. It may not
advise or approve a contract or legal document on behalf of other parties. Our review of this document was conducted solely from
the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties
should not rely on this approval,and should seek review and approval by their own respective attorney(s).
4 Coppell MASTER ILA for Road&Bridge(06-2017) 8