DCTA First Amended and Restated Interlocal Cooperation Agreement-CN 2020-08-25STATE OF TEXAS §
§ FIRST AMENDED AND RESTATED
§ INTERLOCAL COOPERATION
§ AGREEMENT
COUNTY OF DENTON §
This First Amended and Restated Interlocal Cooperation Agreement ("Agreement") is
made by and between Denton County Transportation Authority ("DCTA") and the City of Coppell,
Texas ("Coppell"), (each a "Party" and collectively the "Parties"), acting by and through their
authorized representatives.
RECITALS
WHEREAS, Coppell is a home -rule municipality and local governmental entity located
within the State of Texas and in the counties of Dallas and Denton; and
WHEREAS, DCTA is a coordinated county transportation authority created under
Chapter 460 of the Texas Transportation Code; and
WHEREAS, the Parties previously entered into that certain Interlocal Cooperation
Agreement dated September 24, 2019, for purposes of providing transportation services to meet
the mobility needs of Coppell businesses and residents (the "Original Agreement");
WHEREAS, the Parties have agreed on the terms and conditions for DCTA to deploy
first/last mile workforce mobility solutions within the city limits of Coppell and between transit
stations located outside of the city limits, as set forth in Section 3.1(b) of this Agreement, through
use of a mobility provider; and
WHEREAS, due to the success of the pilot program and to incorporate DCTA's
Administrative Fee Policy established on April 23, 2020, the Parties desire to amend the Original
Agreement to extend the Term for one (1) year, beginning October 1, 2020 and continuing through
September 30, 2021,
WHEREAS, the Parties are authorized to enter into this Agreement pursuant to the
Interlocal Cooperation Act ("Act"), Chapter 791, Texas Government Code; and
WHEREAS, DCTA and Coppell are units of local government that have the statutory
authority under the Act to perform the services set forth in this Agreement; and
WHEREAS, pursuant to Chapter 460 of the Texas Transportation Code, DCTA is
authorized to enter into this Agreement with Coppell to provide transportation services; and
NOW, THEREFORE, for and in consideration of the mutual promises and covenants set
forth in this Agreement, and other valuable consideration, the receipts and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
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First Amended and Restated Interlocal Cooperation Agreement
Article I
Purpose
1.1 The purpose of this Agreement is to provide for the administration and operation
of mobility services to improve access to jobs within the city limits of Coppell for trips originating
in a defined geofence to destinations located in the geofence and to/from designated transit stops
as defined in section 3.1(b). Mobility services may include DCTA directly providing transportation
to employees and residents in Coppell or through third -party service providers that directly
contract with DCTA, including but not limited to taxi providers and transportation network
companies (TNCs).
1.2 DCTA may execute a task order for a period not to exceed twelve (12) months with
a contracted mobility provider (e.g. Lyft) to deploy first/last mile mobility services in the city
limits of Coppell and as defined in section 3.1(b). The hours and days of operation shall be agreed
upon by the Parties and adjusted based on ridership.
1.3 DCTA has entered into an appropriate mobility services provider agreement to
provide their services herein; and, DCTA shall receive assurances under such agreement regarding
the services provided herein; and, Coppell's sole responsibility shall be to fund such services.
Article II
Term
2.1 Initial Term. The Term of this Agreement shall begin on October 1, 2020 and
continue for the period ending on September 30, 2021 unless sooner terminated as provided herein
(the "Initial Term").
2.2 Termination. Either Party may terminate this Agreement, with or without cause,
by giving sixty (60) days prior written notice to the other Party. After the Initial Term, the required
notice to terminate shall be at least ninety (90) days.
Article III
Services
3.1 DCTA shall provide the Mobility Services as follows:
(a) Beginning on October 1, 2019, DCTA shall deliver the Mobility Services
during the hours and days of operation as mutually agreed upon by the
Parties and based on ridership.
(b) Mobility services will initially be provided generally within the city limits
to serve the workforce population and to and from designated transit stops
and stations that fall outside the Coppell city limits. Specific parameters will
be determined through the Task Order process and in coordination with
DCTA and Coppell. Location of mobility services and geofence boundaries
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First Amended and Restated Interlocal Cooperation Agreement
may be amended in writing as mutually agreed upon by the Parties and
based on ridership trends.
(c) The Parties shall work together to analyze and review ongoing service levels
and alternative Mobility Service delivery methods and cost estimates to
meet the long-term public transit needs of Coppell.
(d) During the term of this Agreement, DCTA shall provide all administrative
and operational services associated with the Mobility Services including,
but not limited to, employment and management of necessary and sufficient
personnel, contract management of third -party providers, billing, customer
service, program management, and data reporting and analytics.
(e) During the Term of this Agreement, Coppell shall be responsible for all
primary marketing and outreach efforts, with ancillary support provided by
DCTA.
Article IV
Compensation and Fees
4.1 DCTA Compensation. DCTA shall be reimbursed for one -hundred percent (100%)
of all costs for services invoiced from the mobility provider associated with this agreement, and
an administrative fee per the schedule in Exhibit 1. Total costs shall not exceed one -hundred
thousand dollars ($50,000) in a twelve (12) month period, unless amended as mutually agreed
upon in writing by the parties.
4.2 Invoicing. On or before the last day of each calendar month during the Term of this
Agreement, DCTA shall prepare a written invoice to Coppell including number of trips, operating
expenses, and administrative management fees for the services provided in the previous month.
4.3 Payment. Coppell shall pay DCTA within thirty (30) days of the receipt of each
monthly invoice.
4.4 Current Revenues. To the extent applicable, Coppell and DCTA acknowledge that
Coppell shall make payment of the aforementioned sums from current revenues. Coppell further
agrees to make all appropriations reasonable and necessary to effectuate the terms of, and its
responsibilities under, this Agreement. However, the Parties recognize that the continuation of this
Agreement after the close of any given fiscal year of Coppell, September 30 of each calendar year,
shall be subject to approval by Coppell's City Council. This approval may be presumed if the City
Council includes funding for the Mobility Services in an adopted budget. This Agreement cannot
be an unfunded liability of Coppell in violation of the Texas Constitution's unfunded debt
prohibition applicable to home -rule cities. The Parties agree that this Agreement may be
terminated by Coppell with notice as provided herein, without any penalty or liability to Coppell
except for monies owed DCTA for Mobility Services provided pursuant to this Agreement and for
Page 3 DCTA and City of Coppell
First Amended and Restated Interlocal Cooperation Agreement
any costs incurred for demobilization, in the event Coppell's City Council fails to approve or
appropriate funds for any continuation of this Agreement.
4.5 Fares. Customers utilizing the first/last mile service will pay a fare that shall be
subsidized by Coppell. The subsidy and amount paid by the passenger shall be mutually agreed
upon by DCTA and Coppell.
4.6 Additional Services. In an effort to provide the best Mobility Services possible,
DCTA may work with additional third -parry service providers to enhance service delivery to
Coppell. At all times, DCTA shall be responsible for contracting directly with the third -parties and
shall be responsible for ensuring the overall customer experience and complying with this
Agreement. Furthermore, DCTA shall be responsible for managing the cost of such service
providers within the mutually agreed funding authorizations established and approved between
DCTA and Coppell.
Article V
Dispute Resolution
The Parties agree to make a good faith effort to resolve through informal discussions any
disagreement or other dispute between them in connection with this Agreement (a "Dispute"). If a
Dispute cannot be resolved through informal discussions, before seeking an alternative remedy,
either Party must submit a written complaint to the other Party setting out the basis of the complaint
and a proposed resolution to the Dispute. The Party receiving the complaint must respond in
writing within twenty-one (21) days after receipt of the complaint, by accepting the proposed
resolution, rejecting the proposed resolution, or proposing an alternative resolution to the Dispute.
If the proposed resolution is rejected, the Parties may seek alternative remedies as they deem
appropriate. If an alternative resolution is proposed, the recipient of that alternative proposal shall,
within twenty-one (21) days after receipt, either accept the alternative or reject it. If it is rejected,
the Parties may seek alternative remedies as they deem appropriate. Subject to the procedure
outlined in this section, both Parties will have all legal remedies allowed to them by applicable
law. The provisions of this section are strictly limited in scope to serve as a prerequisite to the
enforcement of remedies under this Agreement. Failure by either Party to raise a Dispute through
this process shall not constitute waiver or acceptance of an alleged violation of this Agreement.
Article VI
Insurance
During the Term of this Agreement, the mobility provider shall maintain and enforce
during the Term, at the mobility provider's own expense, at least the following coverages:
(a) Workers' Compensation Insurance in accordance with state statutory laws,
including Employers' Liability with minimum limits of $1,000,000 each Accident;
(b) Commercial General Liability Insurance including, but not limited to, product and
completed operations, personal and advertising injury and contractual liability
Page 4 DCTA and City of Coppell
First Amended and Restated Interlocal Cooperation Agreement
coverage with minimum limits of $1,000,000 Each Occurrence; $2,000,000
General Aggregate; and
(c) Commercial Auto Liability Insurance including a minimum combined single limit
of $1,000,000 each accident and Uninsured/Underinsured motorist coverage with a
minimum combined single limit of $1,000,000.
The mobility provider will include Coppell as an additional insured via blanket
endorsement under the mobility provider's commercial general liability insurance policy. All
policies maintained shall be written as primary policies, not contributing with and not
supplemental to coverage Coppell may carry and will contain a waiver of subrogation against
Coppell and its insurance carrier(s) with respect to all obligations assumed by the mobility provider
under this Agreement. The fact that the mobility provider has obtained the insurance required
hereunder shall in no manner lessen or otherwise affect such mobility provider's other obligations
or liabilities set forth in this Agreement.
Article VII
Miscellaneous
7.1 Entire Agreement. This Agreement constitutes the sole and only agreement
between the Parties and supersedes any prior understandings written or oral agreements between
the Parties with respect to this subject matter.
7.2 Assignment. This Agreement may not be assigned by either Party without the prior
written consent of the other Party.
7.3 Successors and Assigns. Subject to the provisions regarding assignment, this
Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs,
executors, administrators, legal representatives, successors and permitted assigns.
7.4 Governing Law. The laws of the State of Texas shall govern this Agreement; and
venue for any action concerning this Agreement shall exclusively be in the State District Court of
Denton County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction
of said court.
7.5 No Waiver of Liability. The Parties acknowledge that neither Party is an agent,
servant, or employee of the other Party, and each Party agrees it is responsible for its own
individual negligent acts or omissions or other tortious conduct, as well as such acts and deeds of
its contractors, agents, representatives, and employees, during the performance of this Agreement
without waiving any governmental immunity available to the Parties under Texas law and other
applicable law, and without waiving any available defenses under Texas law and other applicable
law. Further, in the execution and performance of this Agreement, the Parties do not waive, and
neither Party shall be deemed to have waived, any other immunity or defense that would otherwise
be available to each Party as a local governmental entity and/or political subdivision of the State
of Texas.
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First Amended and Restated Interlocal Cooperation Agreement
7.6 Amendments. This Agreement may be amended by the mutual written agreement
of the Parties.
7.7 Severability. 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 any other provisions, and the Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been contained
in it.
7.8 Notice. Any notice required or permitted to be delivered hereunder may be sent by
first class mail, overnight courier or by confirmed telefax or facsimile to the address specified
below, or to such other Party or address as either Party may designate in writing, and shall be
deemed received three (3) days after delivery set forth herein:
If intended for DCTA: With Copy to:
Raymond Suarez Joseph J. Gorfida, Jr.
Chief Executive Officer Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
DCTA 1800 Ross Tower
1955 Lakeway Drive, Suite 260 500 North Akard
Lewisville, Texas 75067 Dallas, Texas 75201
Phone: 972-221-4600 Phone: 214-965-9900
If intended for City of Coppell:
Mike Land
City Manager
255 Parkway Blvd.
Coppell, Texas 75019
Phone: 972-304-3618
7.9 Counterparts. This Agreement may be executed by the Parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
of any number of copies hereof each signed by less than all, but together signed by all of the Parties
hereto.
7.10 Exhibits. The Exhibits attached hereto are incorporated herein.
7.11 Recitals. The recitals to this Agreement are incorporated herein and made a part
hereof for all purposes.
7.12 Authorization. Each Party represents that it has full capacity and authority to grant
all rights and assume all obligations that are granted and assumed under this Agreement.
Page 6 DCTA and City of Coppell
First Amended and Restated Interlocal Cooperation Agreement
7.13 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination hereof.
7.14 Approval of Parties. Whenever this Agreement requires or permits the approval or
consent to be given by a Party, the Parties agree that such approval or consent shall not be
unreasonably withheld, conditioned or delayed.
7.15 No Third -Party Beneficiary. Nothing in this Agreement shall be construed as
creating or giving rise to any rights of third -parties or any persons other than the Parties hereto.
7.16 Recordkeeping and Right to Inspect Records. Each Party shall have mutual access
to, and the right to examine, all books, documents, papers, and other records of the other Party
involving transactions relating to this Agreement. Each Party shall have access during normal
business hours to all necessary facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this Agreement. Each Party
shall give the other Party advanced written notice of at least forty-eight (48) business hours of
intended audits.
(signature page to follow)
Page 7 DCTA and City of Coppell
First Amended and Restated Interlocal Cooperation Agreement
30th September
EXECUTED this day of 2020.
Denton County Transportation Authority
By: b"
Marisa Perry, Chief Financial Officer, for Raymond Suarez, Chief Executive Officer
APPROVED AS TO FORM:
..:,
By:
Joseph J. Gorfida, Jr., General Counsel
(08-07-2020:TM 117185)
EXECUTED thisO�?---day of 4-� " _ 2020.
C
a
IE
APPROVED
� r
Robert E. Hager, 4pell City Attorney
Page 8 DCTA and Citi of Coppell
FFirst Amended and Restated Interlocal Cooperation Agreement
EXHIBIT 1
Denton County Transportation
Authority
City of Coppell
Contracted Mobility Provider
Service:
Direct invoiced costs
Administrative Fee:
Contract management, billing,
administration, reporting, data
analytics, and customer service
Marketing and Outreach
Exhibit I I DCTA and City of Coppell
First Amended and Restated Interlocal Cooperation Agreement
Not -to -exceed
$28,125
Not -to -exceed
$16,875/60% of the direct
invoiced costs
Not -to -exceed
$5,000
TOTAL: $50,000