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Supplemental ILA Grapevine Springs: Dallas CountySUPPLEMENTAL INTERLOCAL AGREEMENT FOR THE IMPROVEMENT OF GRAPEVINE SPRINGS PRESERVE This Interlocal Agreement hereinafter called ("Agreement") is made by and between the City ofCoppell, Texas, hereinafter "City" and the County of Dallas, Texas, hereinafter "County" acting by and through its duly authorized officials, for the purpose of design, construction and improvement of a new diversionwall and the maintenance of the silted channel improvements in the Grapevine Springs Preserve, located in Coppell, Texas hereinafter ("Project"). Witnesseth WHEREAS, the City and County entered into an Open Space Use Agreement hereinafter ("Agreement") on September 20, 1994, by Commissioners Court Order 94-1519 for the put -pose of maintaining the Grapevine Springs Park Preserve ("the Preserve") located within the City of Coppell; and WHEREAS, Chapter 791 of The Texas Government Code provides authorization for local governments to contract with each other for the performance of governmental functions and services; and WHEREAS, the County has agreed to participate in the maintenance and improvement of the foundation and the diversion wall previously constructed in the 1990s by the County and, to provide the maintenance of the silted channel improvements. NOW THEREFORE THIS AGREEMENT is made by and entered into by the City and the County for the mutual consideration stated herein. Article I Agreement This Agreement is specifically to identify the Project, changes in the rights and responsibilities of each party as set forth in the Open Space Use Agreement and additions thereto as incorporated herein. This Agreement will be a supplement to the Open Space Use Agreement and incorporate each of its terms and conditions. All terms of the Open Space Use Agreement remain in full force and effect except as modified herein. In the event of any conflict between the Open Space Use Agreement and this Agreement, this Agreement shall control as to the Project. Article II Term of Agreement This Agreement becomes effective when signed by the last party whose signature makes the respective agreement fully executed and shall terminate upon the completion and acceptance of the Project by Dallas County Commissioners Court. Interlocal Agreement for the Grapevine Springs Preserve in the City of Coppell Article III Incorporated Documents This Agreement incorporates, as if fully reproduced herein word for word and number f number, the following items: Open Space Use Agreement authorized by County Commissioners Court Order 94-1519 dated September 20, 1994, and additions thereto as incorporated herein. Article IV Proiect Description This Agreement is entered into by the parties for the repair of the footing and diversion wall built in the 1990s by the County to help direct water into the Works Progress Administration (WPA) channel. The damaged footing could no longer support the wall, which collapsed allowing sediment tobuild up in the channel and caused erosion. The City has the responsibility to maintain the historic preserve for the County. The City has studied the Project and has proposed the footing and wall be repaired as well as the channel be dredged. The City will clean out the silted channel. The City will design plans for the wall and perform the repairs to the wall. The City will lead the Project. The City does hereby agree to receive an expenditure of County funds to contribute toward previously constructed improvement, maintenance, or repair of the wall located in Grapevine Springs Presetve located within the municipality, subject to City Council approval. Article V Fiscal Fundine Notwithstanding anything to the contrary herein, this Agreement is expressly contingent upon the availability of County funding for each item and obligation contained herein. City shall have no right of action against the County of Dallas as regards this Agreement, specifically including any funding by County for the Project in the event that the County is unable to fulfill its obligations under this Agreement as a result of the lack of sufficient funding for, any item or obligation from any source utilized to fund this Agreement or failure of any funding party to budget or authorize funding for this 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 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 Agreement is expressly contingent upon the availability of City funding for each item and obligation contained herein. County shall have no right of action against the City as regards this Agreement, specifically including any funding by Cityfor the Project in the event that the City is unable to fulfill its obligations under this Agreement as a result of the lack of sufficient funding for any item or obligation from any source utilized to fund this Agreement or failure of any funding party to budget or authorize funding for this Agreement during thecurrent or future fiscal years. In the event of insufficient funding, or if funds become unavailable in whole or part, the City, at its sole discretion, may Interlocal Agreement for the Grapevine Springs preserve in the City of Capped provide funds from a separate source or terminatethis 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. Article VI Agreements County and City Joint Responsibilities: 1. City will be Lead for the Project. 2. The County and City have mutually agreed that the Scope of the Project will be the design and repairof the damage to the wall, as well as the clean out of the silted channel including but not limited to any sediment and erosion in the channel. 3. County and City agree to execute the necessary agreements for the implementation of design and repair of the Project mutually agreed upon and incorporated herein by this Agreement. 4. In order to certify compliance with the expenditure of the Project funding for this Agreement, the City agrees to furnish to the County, its Auditor, or its designated representative(s) the unrestricted right to audit any and all accounting and other records regarding any funds paid or claimed under this agreement, including, but not limited to all books, records, reports, tickets, deposits, expenditure, budget or any item therein, supporting data, computer records and programs, and all items of hardware, software or firmware, or any other item utilized by the City regarding this Agreement (records).City contracts and agrees that all records shall be kept and maintained for a period of time not less than four (4) years from the date of the termination of this Agreement. Such records shall be provided to the County in Dallas County, Texas, and available for any audit at any time upon request. 5. The results of any audit may be furnished to the City for comment. In the event thatany audit shall determine that moneys are owed to the County, such suns are deemed tobe due and payable to Dallas County, Texas, within thirty (30) days of the date of an invoice for such cost being deposited in the United States Mail, via certified mail, return receipt requested. II. City Responsibilities: 1. City shall submit the design plans to the County for approval, prior to proceeding with any construction or repairs. 2. City shall invoice the County for its portion share of funds as provided in this Agreement upon completion of the Project. III. County Responsibilities: 1. County agrees to participate in the Project as a funding participant. 2. The County will attend meetings as necessary to help complete the Project. 3. County will review documentation provided by the City on the Project. 4. The County shall review and comment on the Project within thirty (30) days after delivery to the County. If the City has not received comments within thirty (30) days after delivery to the County, the City will assume the County has reviewed Interlocal Agreement for the Grapevine Springs preserve in the City of Correll the plans, had no comments and the Project may proceed. Review comments, approval or acceptance of City, its contractors, subcontractors work by the County shall not constitute nor be deemed either controlling or a employees, subcontractors, agents, and consultants for the accuracy and competency of their work. Nor shall such approval and acceptance be deemed an assumption of such responsibility by the County for any defect, error, or omission in the work prepared. Article VII. Fundin¢ County and City mutually agree to proportionately fund the Direct Project and Program cost as follows: 1. Notwithstanding any provision in the Open Space Use Agreement, this Agreement, and any amendment thereto, or any other agreement between the parties regarding this Project, the total project cost is estimated at Four Hundred Thousand Dollars and no cents ($400,000.00). 2. City's total obligation to this Project is to provide funding for the Project in the amountof Two Hundred Thousand Dollars and no cents ($200,000.00). 3. The County's total obligation to this project is to provide funding for the Project in theamount not to exceed Two Hundred Thousand Dollars and no cents ($200,000.00). 4. Any payments to be made by any party hereto shall be from current revenue or other lawfully available funds in accordance with Chapter 791, Texas Government Code. Article VIII Miscellaneous I. No Third Party Beneficiaries. The terms and provisions of this Agreement are for the benefit of the parties hereto and not for the benefit of any third party. It is the express intention of City and County that any entity other than City or County receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only. This Agreement is intended only to set forth the contractual right and responsibilities of the parties hereto - H. Applicable Law. This Agreement is and shall be expressly subject to the Sovereign Immunity of County and Governmental Immunity of City, Title 5 of the Texas Civil Practice and Remedies Code, as amended, and all applicable federal and state laws. This Agreement shall be governed by and construed in accordance with the taws and case decisions of the State of Texas. Exclusivevenue for any legal action regarding this Agreement filed by either City or County shall be in Dallas County, Texas. 111. Notice. Any notice provided for in this Agreement to be given by either party to the other, shall be required to be in writing and shall be deemed given when personally delivered, or two (2) business days after being deposited in the United States Mail, postage prepaid, certified, return receipt requested, or registered, and addressed as follows: Interlocal Agreement for the Grapevine Springs Preserve in the City of CoppeO To County: County of Dallas Director of Planning and Development 411 Elm Street, Suite—30-0--- Dallas, Texas 75202-6309 To City: City of Coppell Director of Parks and Recreation PO Box 9478 Coppell, Texas 75019 Either party may change its address for notice by giving the other party notice thereof. IV. Assignment. This Agreement may not be assigned or transferred by either party without the prior written consent of the other party. V. Binding Aereement: Parties Bound, This Agreement has been duly executed and delivered by both parties and constitutes a legal, valid and binding obligation of the parties, their successors and permitted assigns. VI. Amendment. This Agreement may not be amended except in a written instrument specifically referring to this Agreement and signed by the parties hereto. VII. Number and Gender. Words of any gender used in this Agreement shall be held and construed toinclude any other gender and words in the singular shall include the plural and vice versa, unless the context clearly requires otherwise. VIII. Effective Date. This Agreement shall commence on the Effective Date. The Effective Date of this Agreement shall be the date it is executed by the last of the parties. Reference to the date of execution shall mean the Effective Date. IX. Counterparts. This 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. X. Severabilitv. If one or more of the provisions 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 cause this Agreement to be invalid, illegal or unenforceable, but this Agreement shall beconstrued as if such provision had never been contained herein, and shall not affect the remainingprovisions of this Agreement, which shall remain in full force and effect. XI. Entire Agreement. This Agreement embodies the complete agreement of the parties, supersedes all oral or written previous and contemporary agreements between the parties and relating to matters in the Agreement. XII. Contingent. This Agreement is expressly subject to and contingent upon formal approval by the Dallas County Commissioners Court and by resolution of the City Council. If any agreement terminates, this Agreement shall terminate as well. XIII. No Joint EnterpriseNenture. The parties agree that no party is an agent, servant, or employee of the other party. The parties, including their agents, servants, or employees, are independent contractors, and not an agent, servant, joint enterprise/venture, or employee of any other party, and are responsible for their own acts, forbearance, negligence, and deeds, and for those of their agents. Interlocal Agreement for the Grapevine Springs Preserve in the City of Coppell (the remainder of this page intentionally left blank) (signatures appear on the Interlocal Agreement for the Grapevine Springs Preserve in the City of Coppell The City of Coppell, State of Texas, has executed the Agreement pursuant to duly authorized CityCouncil Resolution , Minutes Dated the day of 12021, The County of Dallas, State of Texas, has executed this agreement pursuant to Commissioners Court Order Number2ou- eW lund passed on the�day of =,p! 2021. CITY OF COPPELL By: /' )-ju.0 Wes Mays, Mayor APPROVED AS TO FORM: Robert E. Hager City Attorney By. Robert E. Ha City Attorney ATTEST: By: LL Ashley O s, City Secretary COUNTY OF DALLAS Clay Lewis Jenkin , County Judge 1 APPROVED AS TO FORM*: John Creuzot District Attorney By: I44AZ; Sherri Turner Assistant District Attorney *By law, the District Attorney's 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), Interlocal Agreement for the Grapevine Springs Preserve in the City of Coppell