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Item 9A Memo Item 9A Page 1 of 2 M E M O R A N D U M (January 19, 2021) To: Shana Yelverton, City Manager From: Rob Cohen, Director of Public Works Subject: Approve an Interlocal Agreement (ILA) with the City of Colleyville for shared costs and maintenance of facilities necessary to interconnect the City of Colleyville’s proposed water line extension along Pleasant Run Road to the City of Southlake’s existing water main near the bridge for South White Chapel Boulevard at Bear Creek. Action Requested: Approve an Interlocal Agreement (ILA) with the City of Colleyville for shared costs and maintenance of facilities necessary to interconnect the City of Colleyville’s proposed water line extension along Pleasant Run Road to the City of Southlake’s existing water main near the bridge for South White Chapel Boulevard at Bear Creek. Background Information: The purpose of this item is to seek City Council approval of an ILA with the City of Colleyville for shared costs and maintenance of facilities necessary to interconnect the City of Colleyville’s proposed water line extension along Pleasant Run Road to the City of Southlake’s existing water main near the bridge for South White Chapel Boulevard at Bear Creek. The scope of the agreement outlines the Pleasant Run Road water line extension into the City of Southlake across Bear Creek, and both municipalities desire to install the interconnection for emergency preparedness should either municipality ever need an alternate or supplemental supply. The City of Southlake will reimburse a portion of design and 50% of construction costs for the facilities described in the ILA this fiscal year. The total estimated cost to complete design and construction is $313,000. Approval of the ILA will authorize staff to include this project as part of the approved Fiscal Year 2021 CIP Plan. Financial Considerations: Funding for the project will consist of residual funds from previously completed projects and interest earned in the Water Utility CIP Fund in the amount of $313,000. Item 9A Page 2 of 2 Strategic Link: This item links to the City’s Strategy Map strategic focus areas of Infrastructure and Partnerships & Volunteerism. It specifically relates to the City’s Corporate Objectives, B2: Collaborate With Select Partners To Implement Service Solutions, and F2: Invest to Provide & Maintain High Quality Public Assets. Citizen Input/ Board Review: None Legal Review: The City Attorney has reviewed the agreement. Alternatives: The City Council may approve or deny the agreement. Staff Recommendation: Approve an Interlocal Agreement (ILA) with the City of Colleyville for shared costs and maintenance of facilities necessary to interconnect the City of Colleyville’s proposed water line extension along Pleasant Run Road to the City of Southlake’s existing water main near the bridge for South White Chapel Boulevard at Bear Creek. Supporting Documents: Attachment A: ILA with City of Colleyville Staff Contact: Rob Cohen, Director of Public Works PAGE 1 INTERLOCAL AGREEMENT BETW EEN THE CITY OF COLLEYVILLE AND THE CITY OF SOUTHLAKE INTERLOCAL AGREEMENT Between the City of Colleyville and the City of Southlake This Interlocal Agreement (hereinafter the “Agreement”) is entered into by and between the CITY OF COLLEYVILLE (hereinafter “Colleyville”) and the CITY OF SOUTHLAKE (hereinafter “Southlake”), which are both home rule municipal corporations and political subdivisions of the State of Texas. Colleyville and Southlake are referred to herein as individually as a “Party” and collectively as the “Parties” herein. RECITALS WHEREAS, Southlake and Colleyville desire to execute this Interlocal Agreement pursuant to the Interlocal Cooperation Act, Chapter 7 91 of the Texas Government Code, as amended, and in accordance with purchasing statutes regulating the Parties and subject to availability of current revenues; and WHEREAS, the Interlocal Cooperation Act authorizes governmental entities to enter into Interlocal cooperation agreements for administrative and governmental functions and services; and WHEREAS, Southlake and Colleyville agree that both Parties shall make payments for the performance of governmental functions or services under this Agreement from current revenues then available to the paying Party; and WHEREAS, the Colleyville and Southlake desire to install, have, and maintain certain public water facilities within their respective public rights-of-way (defined hereinafter as the “Project”); and NOW, THEREFORE, for and in consideration of performance of the mutual covenants, obligations, and undertakings of and by each of the respective Parties to this Agreement, Southlake and Colleyville agree as follows: I. DEFINITIONS Unless the context clearly indicates a different meaning, the words and phrases set forth in this Article I shall have the following meanings when used in this Agreement: “Colleyville” shall mean the City of Colleyville, Texas. “Southlake” shall mean the City of Southlake, Texas. PAGE 2 INTERLOCAL AGREEMENT BETW EEN THE CITY OF COLLEYVILLE AND THE CITY OF SOUTHLAKE “Equipment” shall mean the tools, machinery, and motor vehicles used to install the public water system, including equipment such as a bore rig, trucks, back trailer, or other such machinery or equipment. “Effective Date” shall mean the date this Agreement bears the signatures of the authorized representatives of all of the Parties, whether on one or multiple counterparts. “Emergency Interconnection Meter Vault” shall mean a below grade vault to house a 12” meter and manually operated valves on both sides of the meter. “Expiration Date” shall mean the last date of the Initial Term or Renewal Term of this Agreement, as the case may be. “Project” shall mean the installation of the public water system in Colleyville and Southlake in connection with the Pleasant Run Road construction project pursuant to the terms of this Agreement. “Rights-of-Way” shall mean the rights-of-way and/or other real property interest within the incorporated limits of each Party where that Party has lawful access to perform the work and/or services necessary for the Project. II. PURPOSE The purpose of this Agreement is to memorialize both Parties’ mutual agreement to extend the Pleasant Run Road construction project and public water facilities installation, north into the Southlake City Limits, as further described and depicted in Exhibit A. III. RESPONSIBILITIES OF THE PARTIES; COST APPORTIONMENT 3.1 Colleyville shall be responsible for the following: (a) Fifty percent (50%) of all Project construction costs for the interconnect meter vault, waterline extending from City limits to interconnect meter vault, contractor mobilization, and the procurement of bonds; (b) Colleyville’s construction standards will apply to the Project, including those portions of the Project that extend into Southlake’s City Limits; and PAGE 3 INTERLOCAL AGREEMENT BETW EEN THE CITY OF COLLEYVILLE AND THE CITY OF SOUTHLAKE (c) Upon completion and acceptance of the Project by the Parties, Colleyville shall operate and maintain the water line from the interconnection meter vault to the south of the vault (i.e., the area within the Colleyville city limits). 3.2 Southlake shall be responsible for the following: (a) Fifty percent (50%) of all Project construction costs for the interconnect meter vault, waterline extending from City limits to interconnect meter vault, contractor mobilization, and procurement of bonds; (b) Southlake will appoint a representative that will be responsible for timely reviewing the design and approving location and placement of equipment within its right of way; and (c) Upon completion and acceptance of the Project by the Parties, Southlake shall operate and maintain the water line from the interconnection meter vault to the north of the vault (i.e., the area within the Southlake city limits). 3.3 Design Costs; Reimbursement. The Parties acknowledge that the design contract for the Project has been awarded to Baird, Hampton & Brown. through the City of Colleyville with a total not-to-exceed amount of $229,720.00. Southlake will reimburse Colleyville, in the amount of $28,769.00, for the design costs incurred for the interconnection meter vault design and the waterline design extending from the limits of the Colleyville/Southlake City Limits Line to the interconnection meter vault in FY 2021. 3.4 Emergency W ater Usage. If it becomes necessary for a Party to use the other Party’s water in the case of an emergency, the Party using the water shall reimburse the other Party for the total usage amount at the then current wholesale rate; provided that no reimbursement shall be required for water used within the first twenty four (24) hours of the emergency. 3.5 Fiscal Agent. Colleyville shall serve as the fiscal agent of the Parties for purposes of the Project. Colleyville will review, approve and pay the bills incurred fo r the Project and will then bill Southlake for their respective shares in FY 2021. Southlake is entitled to request a copy of any bill for review, prior to or following Colleyville’s payment of the same; provided that Southlake may not unreasonably delay timely payme nt of any bill approved for payment by Colleyville. Unless otherwise provided in this Agreement, Southlake will remit payment to Colleyville within thirty (30) days of receipt of any and all invoices. 3.6 Rights-of-way. The Parties agree to provide necessary access to their respective Rights-of-Way for the Project. Neither party shall be responsible for acquiring additional PAGE 4 INTERLOCAL AGREEMENT BETW EEN THE CITY OF COLLEYVILLE AND THE CITY OF SOUTHLAKE rights-of-way, easements, or other property rights wholly located outside of that Party’s incorporated limits. The Parties will designate a single point of contact for managing Rights-of-Way issues. 3.7 Parties to be Independent. It is understood and agreed by and between the Parties that each, in satisfying the conditions of this Agreement, is acting independently, and that neither assumes responsibility or liability to any third party in connection with these actions. All work to be performed by the Parties pursuant to this Agreement shall be in the capacity of an independent local governmental entity, and not as an agent or employee of the other Party. Each Party shall supervise the performance of its own personnel and shall be entitled to control the manner and means by which its work and services are to be performed, subject to the terms of this Agreement. IV. DISPUTE RESOLUTION; MEDIATION 4.1 Dispute Resolution. The Parties agree that the Parties will attempt to resolve disputes relating to the Project and this Agreement in the following manner: (i) first the Parties will meet to attempt resolution; (ii) if no resolution is achieved, the dispute will be heard at a meeting of each Parties’ City Manager or designee; (iii) if no resolution is achieved after the dispute is heard by the designated parties designees, then the dispute will be heard by an independent mediator; and (iv) if no resolution is achieved after meeting with a mediator, then the dispute will be resolved in the appropriate Court. Either Party may proceed directly to Court if this dispute process would unduly delay or interfere with the Party’s timely filing of one or more causes of action in court. 4.2 Mediation. Should mediation occur, the Parties shall agree on the mediator to be used and each Party agrees to equally share the cost for the mediator’s services. Each Party is responsible for its own expenses related to mediation, including legal representation. V. TERM & TERMINATION 5.1 Term. The Initial Term of this Agreement shall be the earlier of completion of the Project or two (2) years, unless earlier terminated in accordance with the provisions contained herein. The Parties may agree to additional one (1) year renewal terms of this Agreement (each a “Renewal Term”) by mutual written agreement any time prior to the Expiration Date. 5.2 Termination. This Agreement terminates on the Expiration Date, and may, prior to the Expiration Date, be terminated upon any one or more of the following events: PAGE 5 INTERLOCAL AGREEMENT BETW EEN THE CITY OF COLLEYVILLE AND THE CITY OF SOUTHLAKE (a) by written mutual agreement of both Parties; or (b) by either Party, after thirty (30) days written notice to the other Party, if for any reason funds are not expressly and specifically allocated to cover each Party’s prospective obligations under this Agreement in each Party’s approved budget in any fiscal year subsequent to that in which each Party’s funds for this Agreement were first allocated; provided, however, that in no event shall such a termination be effective earlier than the last date for which the terminating Party’s funds have already been so allocated under an existing approved budget; or (c) by either Party in the event the other Party breaches any of the terms or conditions of this Agreement and such breach is not cured within thirty (30) calendar days after written notice thereof; provided however, if such breach cannot reasonably be cured within such thirty calendar (30) day period, such breaching Party shall be allowed additional time (not to exceed thirty (30) additional calendar days) to cure such breach, so long as the breaching Party begins the cure within the initial thirty (30) calendar days and diligently pursues the cure to completion within sixty (60) calendar days after written notice of such breach. 5.3 Rights Upon Termination. Upon expiration or termination of this Agreement for any reason, the Parties shall retain ownership of their respective rights and obligations as set forth herein. A full and final accounting of all funds, expenditures, and incurred, but not paid, chares/expenses shall be completed and all remaining net balances and/or remaining obligations owed hereunder shall be distributed and/or allocated accordingly within thirty (30) days of the Expiration Date or termination of this Agreement, as the case may be. VI. MISCELLANEOUS 6.1 Notice. Any notice required to be sent under this Agreement must be in writing and may be served by depositing same in the United States Mail, addressed to the Party to be notified, postage pre-paid and registered or certified with return receipt requested, or by delivering the same in person to such Party via a hand -delivery service, Federal Express or any courier service that provides a return receipt showing the date of actual delivery of same to the addressee thereof. Notice given in accordance herewith shall be effective upon receipt at the address of the addressee. For purposes of notice, the addresses of the Parties are as follows: PAGE 6 INTERLOCAL AGREEMENT BETW EEN THE CITY OF COLLEYVILLE AND THE CITY OF SOUTHLAKE If to Colleyville, to: City Manager Colleyville City Hall 100 Main ST Colleyville, TX 76034 If to Southlake, to: City Manager Southlake City Hall 1400 Main ST Southlake, TX 76092 6.2 Governing Law and Venue. The validity of this Agreement and any of its terms and provisions as well as the rights and duties of the Parties shall be governed by the laws of the State of Texas; and venue for any action concerning this Agreement shall only lie in State of Texas District Courts in Fort Worth, Tarrant County, Texas. The Parties hereby affirmatively agree to submit to the personal and subject matter jurisdiction of said court s. 6.3 Party Responsibility. To the extent allowed by law, and without waiving any governmental immunity available to the Parties under Texas law, or any other defenses the Parties are able to assert under Texas law, each Party agrees to be responsible for its own negligent or otherwise tortious acts or omissions in the course of performance of this Agreement. The covenants, obligations and liabilities of the Parties shall be several and not joint or collective. Each of the Parties shall be individually responsible for its own covenants, obligations and liabilities herein. It is not the intention o f the Parties to create, nor shall this Agreement be construed as creating a partnership, association, joint venture or trust, as imposing a trust or partnership covenant, obligation or liability on or with regard to any of the Parties. 6.4 Immunity. It is expressly understood and agreed that, in the performance of this Agreement, none of the Parties waive, nor shall be deemed hereby to have waived, any immunity or defense that would otherwise be available to them against claims arising in the exercise of governmental powers and functions. By entering into this Agreement, the Parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in any persons or entities who are not Parties to this Agreement. The Parties expressly acknowledge and agree that the construction, operation, and use of the Facility constitute a governmental function pursuant to the Texas Tort Claims Act, as amended. 6.5 Entire Agreement. This Agreement represents the entire agreement among the Parties with respect to the subject matter covered by this Agreement. There is no other collateral, oral or written agreement between the parties that in any manner relates to the subject matter of this Agreement. PAGE 7 INTERLOCAL AGREEMENT BETW EEN THE CITY OF COLLEYVILLE AND THE CITY OF SOUTHLAKE 6.6 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. In the case of any conflict between this Agreement and the Exhibits, this Agreement shall govern. 6.7 Recitals. The recitals to this Agreement are incorporated herein. 6.8 Amendment. This Agreement may only be amended by the mutual , written agreement of both Parties. 6.6 Questions from the Public; Public Information Act Request. Colleyville acknowledges that it is Colleyville’s responsibility to respond to questions or concerns expressed by Colleyville’s citizens on any issues related to the Project including, but not limited to, general questions or concerns about the Project, its construction/installation schedule, and the type or quality of work being performed to carry out the terms and conditions of this Agreement. Notwithstanding the foregoing, both Parties agree to comply with Chapter 552 of the Texas Public Information Act. 6.10 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 the other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 6.12 Assignment. Neither Party may assign, transfer, or otherwise convey this Agreement without the prior written consent of the other Party. 6.13 Consents. Unless expressly stated otherwise, whenever the consent or the approval of a Party is required herein, such Party shall not unreasonably withhold, delay , or deny such consent or approval. 6.14 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. 6.15 Source of Payment. Each Party paying for the performance of governmental functions or services pursuant to this Agreement must make those payments from current revenues available to the paying Party or from funds otherwise lawfully available to the Party for use in the payment of the Party’s obligations pursuant to this Agreement. PAGE 8 INTERLOCAL AGREEMENT BETW EEN THE CITY OF COLLEYVILLE AND THE CITY OF SOUTHLAKE 6.16 Purchasing. The Parties agree that each Party shall abide by any and all competitive purchasing laws applicable to the Party initiating the construction, maintenance or repair of the system. The Parties further agree that all payments shall be from the designated fund. 6.17 Force Majeure. No Party shall be liable to any or all of the other Parties for any failure, delay, or interruption in the performance of any of the terms, coven ants, or conditions of this Agreement due to causes beyond the Party’s respective control or because of applicable law, including, but not limited to, war, nuclear disaster, strikes, boycotts, labor disputes, embargoes, acts of God, acts of the public enem y, acts of superior governmental authority, floods, riots, rebellion, sabotage, terrorism, or any other circumstance for which a party is not legally responsible or which is not reasonably within its power to control. The affected Party’s obligation shall be suspended during the continuance of the inability then claimed, but for no longer period. To the extent possible, the Party shall endeavor to remove or overcome the inability claimed with all reasonable dispatch. 6.18 No Additional Participating Parties. No additional parties or other governmental entities may become parties under the terms of this Agreement. 6.16 Insurance. It shall be each Party’s individual responsibility to obtain any and all insurance coverage necessary for the Project. 6.20 Captions. The captions to various clauses of this Agreement are for informational purposes only and in no way alter the substance of the terms and conditions of this Agreement. 6.21 Authority to Execute. Both individuals executing this Agreement on behalf of their respective Parties below represent to each other and to others that all of the appropriate and necessary actions have been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the Party for which his or her signature appears . Signature page to follow PAGE 9 INTERLOCAL AGREEMENT BETW EEN THE CITY OF COLLEYVILLE AND THE CITY OF SOUTHLAKE EXECUTED hereto on the date(s) shown below. City of Southlake, Texas City of Colleyville, Texas By: By: Laura Hill, Mayor Jerry Ducay, City Manager Attest: Attest: Amy Shelley Southlake City Secretary Christine Loven Colleyville City Secretary APPROVED AS TO FORM: APPROVED AS TO FORM: City Attorney Whitt L. W yatt City Attorney LIST OF EXHIBITS Exhibit A – Project Location Illustration EXHIBIT A PROJECT LOCATION ILLUSTRATION PROJECT Jo Wlil St Hix Ct Cedar Ct Ln - - City of Colleyville - - City of Southlake