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RE 2022-1213.2 ILA: Dallas CountyTM 132691 1 RESOLUTION NO. 2022-1213.2 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 AND INCORPORATED HEREIN AS EXHIBIT “A”; AUTHORIZING ITS EXECUTION BY THE MAYOR; 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 Mater 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 City Council of the City of Coppell hereby approves the terms and conditions of the Master Interlocal Agreement, a copy of which is attached hereto and incorporated herein as Exhibit “A”; and, authorizing the Mayor to execute said agreement on behalf of the City. SECTION 2. 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 13th day of December, 2022. 3 Master Interlocal Agreement (to be attached) MASTER Interlocal Agreement for Road & Bridge Partnership (2022) 1 EXHIBIT A MASTER INTERLOCAL AGREEMENT BETWEEN DALLAS COUNTY AND THE CITY OF COPPELL PERTAINING TO ROAD AND BRIDGE TRANSPORTATION-RELATED IMPROVEMENTS AND/OR MAINTENANCE ON OR ABOUT CERTAIN DESIGNATED ROADWAYS SITUATED WITHIN THE TERRITORIAL LIMITS OF THE CITY OF COPPELL This Master Interlocal Agreement is made by and between Dallas County, Texas, hereinafter (“County”) and the City of Coppell, Texas, hereinafter (“City” refers to the applicable City, which is a party to this Master Interlocal Agreement) acting by and through their duly authorized representatives and officials, which desire to enter into an Interlocal Agreement, hereinafter (“Master Agreement”) for the purpose of transportation improvements and/or maintenance on roads inside Dallas County. WHEREAS, pursuant to Court Order __________________, dated _______________, County Commissioners Court approved participation in transportation projects within the City of COPPELL; 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 desire to enter into an Interlocal Agreement (“Master Agreement”) for the purpose of coordinating, facilitating and/or funding improvements and/or maintenance activity on certain duly qualified “Type A” roadways and bridges, which are situated within the unincorporated portions of the County that are on public right-of-way; WHEREAS, the County and the City desire to enter into an Interlocal Agreement (“Master Agreement”) for the purpose of coordinating, facilitating and/or funding improvements and/or maintenance activity on certain duly qualified “Type B” roadways and bridges, which are situated wholly within the territorial limits of the City; WHEREAS, the County and the City desire to enter into an Interlocal Agreement (“Master Agreement”) for the purpose of coordinating, facilitating and/or funding improvements and/or maintenance activity on certain duly qualified “Type “C” roadways, which are situated wholly within the territorial limits of the City; WHEREAS, the County and the City desire to enter into an Interlocal Agreement (“Master Agreement”) for the purpose of the City retaining and authorizing the County, through its Road & Bridge forces, to improve and/or maintain various “Type E” roadways, alleys, streets, bridges and drainage facilities, which are situated wholly within the territorial limits of the City; WHEREAS, the County and the City desire to enter into an Interlocal Agreement (“Master Agreement”) for the purpose of the City authorizing and retaining the County, through its Road MASTER ILA for Road & Bridge 2022 2 & 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 “E” roadway projects, such projects are to be performed on or about public roadways and alleyways, which are situated wholly within the territorial limits of the City; and WHEREAS, this collaboration between the County and the City is consistent with the County’s Administrative Plan as the County is a proactive regional partner in that it fosters partnerships between the County and local cities therein on local transportation projects. This collaboration between the County and the City is also consistent with the County’s Vision Statement to improve people’s lives. NOW THEREFORE, THIS MASTER AGREEMENT is hereby made and entered into between the County and the City for the mutual consideration stated herein: ARTICLE I. PURPOSE City has requested in the past, and will likely request in the foreseeable future (1) that the County provide funding of certain roadway and/or bridge improvements and/or maintenance projects (“projects”) within the unincorporated portions of the County that are on public right-of-way, which projects shall be duly qualified “Type “A” Roadway Projects; (2) that the County participate in the funding of certain roadway improvements and/or maintenance projects (“projects”) on the City’s street system, which projects shall be duly qualified “Type B” Roadway Projects; (3) that County participate in the funding of certain roadway improvements and/or maintenance projects (“projects”) on the City’s street system, which projects shall be duly qualified “Type C” Roadway Projects; (4) that the County provide certain roadway improvements and/or maintenance services (“projects”) on the City’s street system, which projects shall be duly qualified “Type E” Projects on streets, alleys, roads, bridges and drainage facilities for the City; or (5) that the County, through its Road & Bridge forces, perform certain minor transportation-related improvements and/or maintenance services on or about the City’s streets, alleys, and roads, which do not fall squarely within the collaborations contemplated by the aforementioned. The terms and conditions set forth herein provide the cooperative framework for the County and the City to undertake one or more of these transportation-related improvements and/or maintenance projects upon public roadways that are situated wholly within the incorporated and territorial jurisdiction of the City, said roadways being of significance and benefit to the County. Each roadway improvements and/or maintenance project commenced hereunder shall be fully and specifically set forth and described in a separate Project Specific Agreement hereinafter (“PSA”), and shall be approved by specific order of the Commissioners Court of Dallas County, as well as the governing body of the City. Projects undertaken pursuant to this Master Agreement are for the benefit of the City and the County, and not the purposeful benefit of any third parties. It is the express intention of the City and the County that any person or entity, other than the City or the County, receiving services or benefits hereunder shall be deemed incidental beneficiaries only. MASTER ILA for Road & Bridge 2022 3 Nothing herein shall be construed so as to prevent the County and the City 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. See Tex. Gov’t Code Ann. § 791.027 (West 1991). See also Dallas County Code Chapter 102, Section 102-5 (e) regarding minor maintenance in response to emergency road conditions or for purposes of natural disaster relief requested by other governmental jurisdictions. ARTICLE II. DEFINITIONS The following definitions for the types of roads listed below are incorporated by reference into this Master Agreement for all purposes. 1. Type A: Improvements and maintenance of roads and bridges located within the unincorporated portions of the County that are on public right-of-way. This includes roads within court-approved subdivisions in which the improvements and rights-of- way have been dedicated to the County and accepted by the Commissioners Court. 2. 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 and Dallas County Mobility Plan will be used as a guide to determine which thoroughfares are of major cross-county importance. 3. 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. 4. 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 Tex. Gov’t Code Ann. (West 1999). ARTICLE III. PERIOD/TERM OF THE MASTER AGREEMENT This Master Agreement becomes effective when signed by the last party whose signing makes the respective Master Agreement fully executed (the “Effective Date”). This Master Agreement shall expire December 31, 2027, unless terminated in accordance with Article IV. of this Master Agreement. ARTICLE IV. TERMINATION AND FORCE MAJEURE A. TERMINATION a. This Master Agreement may be terminated by any of the following conditions: 1. By expiration of the Period/Term of the Master Agreement. MASTER ILA for Road & Bridge 2022 4 2. By either party, by providing written notice of termination for any reason with ninety (90) days written notice to the other party pursuant to Article XIII., Paragraph E. of this Master Agreement. b. Either party shall have the right to retain copies of all data, information, engineering, studies, or other items produced to the date of termination. c. Provisions a. through c. of this Article IV, Section A, shall survive the termination of this Master Agreement. B. FORCE MAJEURE Neither County nor City shall be in default or responsible for delays or failures in performance resulting from causes reasonably beyond its control and not attributable to its neglect. Such acts include but are not limited to acts of God, fire, storm, pandemic, epidemic, flood, earthquake, natural disaster, nuclear accident, strike, air traffic disruption, invasion, insurrection, lockout, stoppage of labor, riot, freight embargo, public regulated utility, or governmental statutes, orders, or regulations superimposed after the fact. Any party delayed by force majeure shall as soon as reasonably possible give the other party written notice of the delay. If reasonably practical, the party claiming the suspension shall give notice of such impediment or delay in performance to the other party within ten (10) days of the knowledge of such occurrence. The party delayed shall use reasonable diligence to correct the cause of the delay, if correctable, and if the condition that caused the delay is corrected, the party delayed shall immediately give the other party written notice thereof and shall resume performance under this Master Agreement as soon as practicable. In the event of such an occurrence, the time for performance of such obligations or duty shall be suspended until such time that such inability to perform, shall be removed. Each party shall make all reasonable efforts to mitigate the effects of any suspension. The provisions of this Article IV, Section B, shall survive the termination of this Master Agreement. ARTICLE V. IMMUNITY AND LIABILITY FOR ACTS AND OMISSIONS County and City agree that no provision of this Master Agreement is in any way intended to constitute a waiver of any immunities from suit or liability, or a waiver of any tort limitation, that the parties have by operation of law, or otherwise. County and City agree that both County and City shall each be responsible for their 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 or their respective officials, officers, employees or agents under Texas or other law and without waiving any available defenses under Texas or other law. In the event of joint and concurrent negligence of the parties to this Master Agreement, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without waiving any defenses, including governmental/sovereign immunity, or other defenses available to the parties under federal or Texas 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. The provisions of this Article V. shall survive the termination, expiration, or cancellation of this Master Agreement, or any determination that this Master Agreement or any portion hereof is void, voidable, invalid, or unenforceable. MASTER ILA for Road & Bridge 2022 5 ARTICLE VI. CITY’S FUNDING CONTRIBUTION For “Type A” projects, the City shall be responsible for zero percent (0%) of the funding and payment for the roadway and/or bridges improvements and/or maintenance services. For duly qualified “Type B” and “Type C” projects contemplated hereunder, the City shall be responsible for the total funding and payment for the roadway improvements and/or maintenance services, less any amounts contributed by the County, which contributions, if any by the County, may not exceed fifty percent (50%) of the actual 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 “Type E” projects and all other projects contemplated hereunder, the City shall be responsible for one hundred percent (100%) of the funding and payment for services provided in whole or in part through the use of County Road & Bridge personnel, equipment and/or materials. Pursuant to § 791.011(d)(3) of the Texas Government Code, each party paying for the performance of governmental functions or services must make those payments from current revenues available to the paying party. All expenditures herein undertaken by the City and/or the County for the performance of these governmental functions or services shall be made from current revenues available to them. ARTICLE VII. CITY’S OBLIGATIONS Prior to the commencement of any project hereunder, the City shall clearly detail the location and type of project, along with the scope and nature of the services to be performed in a document other than an interlocal agreement (“Master Agreement”). Should the City 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’s consideration and approval, indicating all work to be performed by the County, and at what costs and expense to the City. Before any such work commences on a project, the City and the County must have a clear and mutual understanding of the scope of services and/or funding to be provided by the County and the City, describe the type of project to be undertaken; identify the project’s location; the costs associated with such project; and be approved by the Commissioners Court of the County. Said mutual understanding between the County and the City shall be evidenced by written documentation in a document other than the interlocal agreement, i.e. in a Project Specific Agreement, which shall only be binding once approved by the Commissioners Court of County and the governing body of the City. The County may not accept and the City may not offer payment for a project undertaken without approval of the Commissioners Court of the County and the governing body of the City, and shall only be binding once approved by the County and the governing body of the City. For all projects wherein the County is obligated to provide improvements and/or maintenance services, once approved by the Commissioners Court of the County and immediately upon the County’s commencement of work duly authorized by them, the City shall set aside, segregate MASTER ILA for Road & Bridge 2022 6 and escrow for the County’s benefit, the total estimated amount of the project 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, at its own expense, shall be responsible for the following: (1) informing the public of the proposed improvements, 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 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 agrees to accomplish these functions, if required by the project 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 agrees to permit the County, at the County’s expense, to conduct routine special studies of traffic conditions within the City, which studies may include traffic counts, measurements of speeds, delays, congestion, etc. City agrees to comply with Chapter 251 of the Tex. Transp. Code Ann. (West 1995) and the current Dallas County Code, (1-19-2021, Chapter 102 Road and Bridge District, Article III, Section 102-71 through Section 102-107, regarding road/street names/address policy and guidelines. This Master Agreement references the most current edition of the Dallas County Code. Amendments, updates, additions, or supplements may be issued by Dallas County, which may be provided to the City on an as-needed basis, during the term of this Master Agreement. ARTICLE VIII. COUNTY’S CONTRIBUTION For all projects contemplated hereunder, the County shall contribute as follows: 1. For “Type A” roadways and bridges, the County shall be responsible for one hundred percent (100%) of the funding and payment for the roadway and bridges improvements and/or maintenance services. 2 For all duly qualified “Type B” and “Type C” roadway projects, the County shall contribute an amount not to exceed fifty percent (50%) of the total actual project costs, 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. 3 For “Type E” roadway projects and all other duly qualified projects, the County’s MASTER ILA for Road & Bridge 2022 7 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’s, or another funding source’s, expense at one hundred percent (100%). ARTICLE IX. COUNTY’S OBLIGATIONS County shall not undertake performance of any project hereunder, until such time as same has been specifically approved per the protocols set forth in Article I. 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 and formal approval by the governing body of each party. 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 or the County, the County shall immediately bring same to the attention of the City, and await direction and guidance from the City 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, and such delay shall not constitute a material breach of this Master Agreement. ARTICLE X. 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 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 of the Texas Government Code. Notwithstanding anything to the contrary herein, this Master 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 Master Agreement, specifically including any funding by City of the Project in the event that the City 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, at its sole discretion, may provide funds from a separate source or terminate this Master MASTER ILA for Road & Bridge 2022 8 Agreement. In the event that payments or expenditures are made, they shall be made from current funds as required by Chapter 791 of the Texas Government Code. ARTICLE XI. ORPHAN ROAD POLICY A. Orphan road shall mean all or part of a street or road right-of-way, which is outside the incorporated limits of a municipality/municipalities and the incorporated area of the municipality/municipalities abuts or extends into the right-of-way. Type “A” improvements and maintenance of roads and bridges located within the unincorporated portions of the County that are on public right-of-way, which includes roads within court-approved subdivisions in which the improvements and rights-of-way have been dedicated to the county and accepted by the County’s Commissioners Court. These roadway segments have, in effect, been “orphaned” by the abutting City (or cities) that they serve in that they have been left unincorporated. Thus, the County has primary responsibility for maintenance, operation, enforcement, police and/or emergency services within these unincorporated rights-of-way. B. The County encourages all Cities adjacent to orphan roads in the County to develop, commit to and submit a plan to the County for completing the annexation of the orphan road segments and assuming full responsibility for these roadways. In instances where two cities abut the same orphan road segment, the County encourages the two cities to jointly develop a plan for the annexation of that segment. The County offers its assistance to the cities in developing such plans. C. The County, at the discretion of the Commissioners Court, may give additional selection value to projects in Cities that have submitted a specific plan for the annexation of orphan roads when the County selects, approves, and schedules projects for road and bridge district participation in funding (“Type B” work). Such preference may also be given in approving projects for funding in the County’s major capital improvement program (“MCIP”). D. The County, at the discretion of the Commissioners Court, may also refuse to participate in discretionary projects, such as road and bridge district projects or MCIP projects, in a City that elects not to pursue the annexation of orphan road segments that abut its boundaries. Failure to notify the County of the City’s intent to annex and/or failure to submit a plan for annexation in a timely manner shall be construed by the County as the City’s election not to pursue annexation. E. The County, at the discretion of the Commissioners Court, may select specific orphan road segments for improvement when a City commits to annexation of the segment upon completion of the project. However, the specific plan for annexation of orphan roads submitted by the City will not be limited to annexation upon completion of improvements by the County. The County improvements may be made as road and bridge projects or as MCIP Projects (subject to other MCIP criteria, including but not limited to the Regional Thoroughfare Plan for North Central Texas Council of Governments and the Dallas County Mobility Plan designation and City cost participation). F. This policy application is prospective and projects selected by the County and approved by the Commissioners Court prior to the date of the adoption of this policy shall not be MASTER ILA for Road & Bridge 2022 9 impacted by this policy. G. The County shall provide written notification of the adoption of, and future revisions of, this policy to the cities abutting orphan road segments. H. The Director of the County’s Public Works Department shall maintain a listing of orphan roads and the city or cities they abut and shall provide updates to the Commissioners Court and to the cities as changes occur. The listing and changes to the listing shall be based on municipal boundary and annexation information provided to the County’s Public Works Department by the cities as required by Tex. Loc. Gov’t Code, § 242.001(c). I. The provisions of this Article XI of this Master Agreement shall survive the termination of this Master Agreement. (Dallas County Code, Chapter 102, Article IV, Sec. 102-131 - 102-133, 1-19-2021). ARTICLE XII. SMALL WATERSHED DAMS Small watershed dam/dams shall mean floodwater retarding structures that were constructed by the United States Department of Agriculture (“USDA”) Natural Resources Conservation Service (“NRCS”), formerly named the Soil Conservation Service (“SCS”), in watersheds less than 250,000 acres under the authority of the Flood Control Act of 1944 and the Watershed Protection and Flood Prevention Act of 1954. These structures typically have earthen embankments with principal and auxiliary spillways. The County encourages all cities/towns adjacent to small watershed dams maintained by the County to develop, commit to and submit a plan to the County for assuming full responsibility for the operations and maintenance of these dams. In instances where more than one City abuts a small watershed dam, the County encourages the cities/towns to develop a plan for operation and maintenance of the dam. The County offers its assistance to the cities/towns in developing such plans. A. The County, at the discretion of the Commissioners Court, may refuse to participate in road and bridge district projects or MCIP projects in a City that elects not to pursue accepting full responsibility for the operations and maintenance of small watershed dams within their jurisdiction. Failure to notify the County of the City’s intent to submit a plan for operations and maintenance of small watershed dams in a timely manner shall be construed by the County as the City’s election not to pursue operations and maintenance of these dams. B. Projects selected by the County and approved by the Commissioners Court prior to the Effective Date of the adoption of this policy, shall not be impacted by this policy. C. The County shall provide written notification of the adoption of, and future revisions of, this policy to the cities abutting small watershed dams. D. The provisions of this Article XII shall survive the termination of this Master Agreement. MASTER ILA for Road & Bridge 2022 10 ARTICLE XIII. MISCELLANEOUS PROVISIONS A. Applicable Law and Venue. This Master Agreement and all matters pertinent thereto shall be construed and enforced in accordance with the laws of the State of Texas. Exclusive venue for any legal action regarding this Master Agreement and all matters pertinent thereto filed by either the County or the City shall be in Dallas County, Texas. Notwithstanding anything herein to the contrary, this Master Agreement is expressly made subject to the County’s and the City’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. B. Entire Agreement. This Master Agreement constitutes 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, and may not be modified except by an instrument in writing executed by the parties hereto as herein provided. C. Severability. If one or more provisions in this Master 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 Master Agreement to be invalid, illegal or unenforceable, but this Master Agreement shall be construed as if such provision had never been contained herein, and shall not affect the remaining provisions of this Master Agreement, which shall remain in full force and effect. D. Amendment. This Master Agreement may be supplemented and/or amended at any time through the mutual consent of both the County and the City. Any supplement or amendment must be in writing and approved by the parties’ respective governing bodies through either a Court Order from the Commissioners Court of the County or a Resolution from the City Council. E. 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: Director of Public Works Records Building 500 Elm Street, Suite 5300 Dallas, Texas 75202 CITY: __________________________________ __________________________________ __________________________________ __________________________________ Either party may change its address for notice by giving the other party written notice thereof. MASTER ILA for Road & Bridge 2022 11 F. 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. G. 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. H. Default/Waiver/Mitigation. It is not a waiver of default if the non-defaulting party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this Master Agreement does not preclude pursuit of other remedies in this Master Agreement or as provided by law. I. Assignment. This Master Agreement may not be assigned or transferred by either party without the prior written consent of the other party and formal approval by the governing body of each party. J. Binding Agreement, Parties Bound. When this Master Agreement has been duly executed and delivered by both parties, this Master Agreement shall constitute a legal, valid, and binding obligation of the parties, their successors, and permitted assigns. K. Number and Gender. Words of any gender used in this Master Agreement shall be held and construed to include any other gender, and words in the singular shall include the plural and vice versa, unless the text clearly requires otherwise. L. Effective Date. This Master Agreement becomes effective when signed by the last party whose signing makes the respective Master Agreement fully executed (the “Effective Date”). M. No Joint Enterprise/Venture. City and County agree that neither 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, servants, or employees in conjunction with this Master Agreement. No joint enterprise/venture exists between the City and County. N. Contingent. This Master Agreement is expressly contingent upon formal approval by the Commissioners Court of Dallas County and the governing body of the City of Coppell, Texas. (the remainder of this page intentionally left blank) MASTER ILA for Road & Bridge 2022 12 13 December 12/13/2022