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Denton Co Levee-CS120411 INTERLOCAL AGREEMENT BETWEEN CITY OF COPPELL AND DENTON COUNTY LEVEE IMPROVEMENT DISTRICT NO. 1 FOR PROJECT FUNDING THIS INTERLOCAL AGREEMENT (“Agreement”) is made by and between the CITY OF COPPELL, a political subdivision of the State of Texas, organized and operating under the laws of the State of Texas (the “City”), and DENTON COUNTY LEVEE IMPROVEMENT DISTRICT NO. 1 (the “District”), a political subdivision of the State of Texas. This Agreement is made in accordance with Chapter 791, Government Code, Chapter 57, Water Code, and all other applicable laws. RECITALS WHEREAS, the District operates and maintains levees protecting land within its boundaries, including portions of the City, from damaging flooding; WHEREAS, the District and City has an interest in preventing the weakening and undermining of the levees protecting its citizens, property, and infrastructure; WHEREAS, the City had previously installed drainage structures including pipes penetrating the levee wall and flumes (the “structures”) which outfall into the drainage channel; WHEREAS, the District’s Engineer has observed serious erosion in the District’s levee bank which is starting to undermine the slope end sections of pipes that outfall into the flood control channel; WHEREAS, failure for the District and the City to take action could result in more costly repairs in the future for both City and the District; WHEREAS, the District and the City desire to repair the structures and provide flood control, and provide for joint funding by the City and District for the structures’ repairs to achieve efficiency and cost savings; NOW, THEREFORE AGREEMENT For and in consideration of the mutual promises, covenants, obligations, and benefits of this Agreement, the District and the City contract and agree as follows: Section 1. THE PROJECT The Project is defined as the implementation of erosion protection at several outfalls along Denton Creek between MacArthur Boulevard and Denton Tap Road. The specific Exhibit “A” work required it set forth in , attached hereto. The District portion and the City portion of the Project are described and the costs allocated equally among the parties. Section 2. OBLIGATIONS OF THE CITY 2.1. Project Funding. After execution of this Agreement, the City shall pay to the District fifty percent (50%) of the costs of the Project in a total amount as estimated in Exhibit “A” . In paying the foregoing amount, the City may make reasonable progress payments, as the work proceeds in amounts recommended by the District Engineer, or designee (the “Project Manager”), or in a single lump sum payment, all as may be acceptable to the District. Section 3. OBLIGATIONS OF THE DISTRICT 3.1. Construction of Project. The District will cause the construction of the Project in a good and workmanlike manner pursuant to: (1) the Project’s plans and specifications; (2) competitive bidding procedures, if applicable, for similar public infrastructure improvements; (3) the provision of statutory performance and payment bonds for the full cost of the Construction Contract, if required; and, (4) the provision of a one-year maintenance bond, if required. The District shall provide the City with reasonable information and updating regarding the progress of the Project, including the following: (1) advertisement for bids, (2) award of construction contracts, (3) construction contract documentation, (4) notices to proceed, (5) pay estimates and change orders, (6) materials testing, (7) contractor defaults, and (8) completion and finalization of the Project. 3.2. Cost Overruns. Subject to the provisions of Section 3.3 below, the District shall be responsible for any costs of the Project exceeding $_____, whether caused by delay, change orders, or any other reason. 3.3. Change Orders. The District shall notify the City if a construction change order is required. If the amount of the change order does not exceed the budgeted contingency in Section 3.2 hereinabove and the City consents to the change order, the District may approve the change order. If approval of the change order would exceed the budgeted contingency in Section 3.2 hereinabove and the City consents to the change order, the Project Manager will present to the District’s Board of Directors a request to appropriate the required additional funds above the budgeted contingency. Section 4. MISCELLANEOUS 4.1. Agreement Term. This Agreement shall become effective and commence as of the date reflected herein (the “Effective Date”). Unless earlier terminated by the parties hereto, this Agreement terminates when both of the following have occurred: (1) completion and acceptance of the Project, and (2) full and final payment by the City to the District of all amounts due and payable pursuant to this Agreement. 4.2. Addresses. The initial addresses of the parties, which one party may change by giving written notice of its changed address to the other party, are as follows: City of Coppell: __________________ __________________ Attn: _____________ District: Sanford Kuhl Hagan Kugle Parker Kahn LLP Suite 1380 1980 Post Oak Boulevard Houston, Texas 77056 Attn: Julianne Kugle 4.3. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed delivered on the earlier of the date of actual receipt or the third day following deposit in a United States Postal Service post office or receptacle with proper postage affixed (certified mail, return receipt requested) addressed to the respective other party at the address prescribed in Section 4.3 of this Agreement or at such other address as the receiving party may have theretofore prescribed by notice to the sending party. 4.4. Assignment. Except has provided herein, no party hereto shall make, in whole or in part, or in law or otherwise, any assignment of this Agreement or any obligation hereunder without the prior written consent of the other party hereto. 4.5. Governing Law. This Agreement is subject to all laws of the State of Texas, the Charter and Ordinances of the City, the laws of the federal government of the United States of America, and all rules and regulations of any regulatory body or officer having jurisdiction. Any action to enforce or interpret this Agreement shall be brought in the court of appropriate jurisdiction in the Denton, County, Texas. 4.6. Third Party Beneficiary. Except as provided herein, this Agreement shall not bestow any rights upon any third party, but rather shall bind and benefit the District and the City only. 4.7. Severability. In the event any term, covenant, or condition herein contained shall be held to be invalid by any court of competent jurisdiction, such invalidity shall not affect any other term, covenant, or condition herein contained, provided that such invalidity does not materially prejudice either the District or the City in their respective rights and obligations contained in the valid terms, covenants, or conditions hereof. 4.8. Written Amendment. Unless otherwise provided herein, this Agreement may be amended only by written instrument duly executed on behalf of each party. 4.9. Non-Waiver. Failure of any party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on, and to enforce by any appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. 4.10. Successors. This Agreement shall bind and benefit the parties and their legal successors. This Agreement does not create any personal liability on the part of any officer, director, employee, or agent of the District or the City. 4.11. No Waiver of Immunity. No party hereto waives or relinquishes any immunity or defense on behalf of itself, its trustees, officers, employees, and agents as a result of its execution of this Agreement and performance of the covenants contained herein. 4.12. Time is of the Essence. Timely performance by both parties is essential to this Agreement. However, neither party is liable for delays or other failures to perform its obligations under this Agreement to the extent the delay or failure is caused by Force Majeure. Force Majeure means fires, floods, and other acts of God, explosions, war, terrorist acts, riots, strikes, court orders, and the acts of superior governmental or military authority. 4.13. Captions. Captions contained in this Agreement are for reference only, and, therefore, have no effect in construing this Agreement. The captions are not restrictive of the subject matter of any section in this Agreement. [EXECUTION PAGE FOLLOWS] IN WITNESS WHEREOF, the City and the District have caused this instrument to be duly executed and to take effect on the ____ day of _____________________, 2012 . CITY OF COPPELL By: Mayor ATTEST: By: City Secretary DENTON COUNTY LEVEE IMPROVEMENT DISTRICT NO. 1 By: President, Board of Directors ATTEST: By: Secretary, Board of Directors EXHIBIT A HALFF April 12, 2012 Memorandum