12-R-20 Authorizing an Interlocal Agreement between the City of Schertz and the City of Live OakRESOLUTION NO. 12 -R -20
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN INTERLOCAL COOPERATION
AGREEMENT BETWEEN THE CITY OF LIVE OAK, TEXAS AND THE
CITY OF SCHERTZ, TEXAS AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City ") has recommended that the
City enter into an Interlocal Cooperation Agreement with the City of Live Oak, a political
subdivision of the State of Texas ( "Live Oak ") relating to an emergency radio communications
system; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with Live Oak pursuant to the Interlocal Cooperation Agreement Between the City of
Live Oak, Texas and the City of Schertz, Texas attached hereto as Exhibit A (the "Agreement ").
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the Agreement with Live Oak in substantially the form set forth on Exhibit A.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
50503087.1
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
PASSED AND ADOPTED, this 28th day of February, 2012.
CITY OF SCHE Z, T XAS
Mayor
ATTEST:
r
1ty Secretary
(CITY SEAL)
50503087.1
EXHIBIT A
INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF LIVE OAK,
TEXAS AND THE CITY OF SCHERTZ, TEXAS
50503087.1 A -1
INTERLOCAL COOPERATION AGREEMENT
BETWEEN THE CITY OF LIVE OAK, TEXAS
AND THE CITY OF SCHERTZ, TEXAS
This Interlocal Cooperation Agreement ( "Agreement ") is entered into by and
between, as Parties, City of Schertz, Texas ( "User "), a local government, being a
political subdivision of the State of Texas and the City of Live Oak, Texas ( "Live Oak "),
a Home Rule municipality and a political subdivision of the State of Texas, pursuant to
the authority granted and in compliance with the provisions of the Texas Interlocal
Cooperation Act (Chapter 791, Texas Government Code) to be effective for all purposes
as of April 1, 2012 (the "Effective Date ").
RECITALS
User is authorized by law to license peace officers for the protection of property
and the general public and the enforcement of state law and User's rules and
regulations. LIVE OAK operates a Trunked Radio System per an agreement with the
Lower Colorado River Authority ( "LCRA ") which has the capability to provide
interconnectivity and key communications links between public safety entities
throughout the central Texas region.
LIVE OAK and User wish to establish this Agreement allowing LIVE OAK to
provide communications equipment, facilities, and technical services required for the
operation of 800MHz radio equipment, as more specifically set out herein, to assist User
with deploying and maintaining radio communications for public safety operations,
response to catastrophic or large -scale incidents or natural disasters, and radio
communications support for local emergency and other public services.
The Parties are authorized to enter into such an arrangement by Chapter 791 of
the Texas Government Code, commonly referred to as the Inter -local Cooperation Act,
and more particularly Section 791.025, Texas Government Code.
Interlocal Agreement Between LIVE OAK and City of Schertz, Texas Page 1
AGREEMENT
In consideration of the mutual benefits received by both Parties and the public
under the terms of this Agreement, the receipt of which is hereby acknowledged, the
Parties agree as follows:
1. Scope of Agreement.
1.1. LIVE OAK will provide User with an interconnection to the Trunked Radio
System, using antennas, switch gear, billing systems and other communication
infrastructure pursuant to its agreement with LCRA.
1.2. User shall pay to LIVE OAK the user fees for programmed radios and
other authorized facilities deployed with this Agreement as set out in the schedule
attached hereto as Attachment A.
1.3. Any radio service provider for User must obtain a separate, written
approval by LIVE OAK prior to programming radios for use on the Live Oak radio
system.
1.4. Prior to performing any changes to the equipment as it applies to the Live
Oak Trunked Radio System, User shall receive written authority from LIVE OAK, which
will authorize and approve all proposed changes to communications, design and
programming for User prior to implementing any changes to the subscriber equipment
as it applies to the Live Oak.
1.5. User is responsible for the purchase and maintenance of its subscriber
equipment (i.e. radios or other equipment purchased by User to use in conjunction with
interconnection provided by LIVE OAK for the Trunked Radio System.)
1.6. Live Oak radio system usage is limited to whom Live Oak has determined
provides services related to public safety and there is a need for interoperable
communications related to public safety to protect public health, and welfare of the
citizens of Texas, which includes User.
2. Services to be Provided.
2.1. LIVE OAK will support maintenance to the radio system infrastructure,
including antennas, switch gear, billing systems and other communication infrastructure
in the Trunked Radio System under this Agreement.
2.2. LIVE OAK will continue to support the EDACS system until December 31,
2014. On January 1, 2015 the EDACS system will be shut down and removed and the
system will be 100% P -25 digital.
Interlocal Agreement Between LIVE OAK and SCHERTZ Page 2
2.3 User is required to obtain equipment and switch to the P -25 phase 2 digital
system and equipment no later than December 31, 2014. LIVE OAK is not responsible
for any communication errors or lapse in service to User under this Agreement for
User's failure to comply with Section 2.3 above.
2.4 There will be a user's group meeting quarterly at the Live Oak Police
Department Training Room. This meeting will be open for the area police chiefs and
department heads who are a paying participant on the Live Oak Trunked Radio System.
Meetings will be held the first Tuesday at 10am of each quarter beginning 6/5/12.
3. Compensation.
3.1. User agrees to compensate LIVE OAK in accordance with the terms of
this Agreement for the Equipment and for the services LIVE OAK provides pursuant to
this Agreement at the stated fees or rates.
3.2. LIVE OAK shall bill User for the services performed by LIVE OAK.
Invoices will be itemized as to the number of radios and shall be paid by User as
provided for herein.
3.3 Invoices will be sent monthly on or before the first of each month with the
first invoice beginning 05/01/12.
3.4. Invoices will be paid to LIVE OAK within 30 days of the invoice date.
3.5. Overdue invoices shall incur interest at 5% per month up to 90 days. If
after 90 days User is still in arrears for overdue invoices, LIVE OAK reserves the right to
disconnect all radio services provided under this Agreement.
4. Liability.
The Parties agree to be responsible for their own acts and sole negligence for
any and all claims, demands, costs or expenses for loss, damage or injury to persons or
property in any manner directly or indirectly connected with or growing out of each City's
respective activities under this Agreement committed by its agents, servants,
contractors or employees.
5. Survivability of Actions.
5.1. The Parties' obligations pursuant to this Agreement shall survive
termination of this Agreement with respect to any act, occurrence, or omission occurring
prior to termination of this Agreement.
6. Consequential and Incidental Damages.
Interlocal Agreement Between LIVE OAK and SCHERTZ Page 3
6.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY
PROVISION OF THIS AGREEMENT FOR ANY LOSSES, DAMAGES, COSTS OR
EXPENSES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR
REVENUE, LOSS OF THE USE OF EQUIPMENT, COST OF CAPITAL, COST OF
TEMPORARY EQUIPMENT OR SERVICES, WHETHER BASED IN WHOLE OR IN
PART IN CONTRACT, IN TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR
ANY OTHER THEORY OF LIABILITY; PROVIDED, HOWEVER, THAT DAMAGES
FOR WHICH A PARTY MAY BE LIABLE TO THE OTHER PARTY UNDER ANY
OTHER AGREEMENT BETWEEN THE PARTIES WILL NOT BE CONSIDERED TO
BE SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
HEREUNDER.
7. Terms.
7.1. Initial Term: The Agreement shall begin as of the Effective Date of this
Agreement and shall terminate May 31, 2015, unless terminated earlier in accordance
with the provisions of this Agreement.
7.2. Renewal Terms: This Agreement will be automatically renewed for up to
three (3) three (3) year renewal periods unless a Party gives the other party at least 180
days (6 months) written notice of non- renewal prior to the end of the then existing initial
or renewal term.
7.3. Termination: Either Party may terminate this Agreement upon eighteen
(18) months prior written notice of the Party's intent to terminate sent to the other Party.
In the event there are circumstances that prevent LIVE OAK from performing under this
Agreement, including force majeure, LIVE OAK shall provide written notice to the User
and this Agreement shall terminate immediately.
7.4. Default: If either Party fails to perform in accordance with the terms and
conditions of this Agreement, the Party claiming injury from the alleged default shall give
the allegedly defaulting Party thirty (30) days' written notice to cure such default. In the
event the default is not cured within such 30 -day period, the Party claiming injury may
terminate this Agreement.
Interlocal Agreement Between LIVE OAK and SCHERTZ Page 4
8. Notices.
8.1. Correspondence, notices, and invoices shall be in writing and mailed to
the Parties' representatives set forth below. If a Party changes the designated recipient
of notices, written notification of the change shall be provided to the other Party. All
notices shall be effective upon receipt and shall be deemed to be received when actually
delivered by hand delivery, facsimile transmission, or overnight courier, or two days after
deposit in a regularly maintained receptacle of the United States Mail, registered or
certified, return receipt request, postage prepaid, addressed as follows:
User:
John C. Kessel
City Manager
1400 Schertz Parkway
Schertz, Texas, 78154
Phone: (210) 619 -1000
Fax: (210) 619 -1009
LIVE OAK:
City Manager
City of Live Oak
8001 Shin Oak Drive
Live Oak, TX 78233
Phone: 210/653 -9140
Fax: 210/653 -2766
9. Authority.
9.1. The Parties certify that (1) the services described herein and to be
provided under this Agreement are necessary and essential for activities that are
properly within the Parties' statutory functions; and (2) the proposed arrangements
serve the interests of efficient and economical administration of the Parties' authorized
functions.
10. Miscellaneous.
10.1. Whenever the context of this Agreement requires, the masculine,
feminine, or neuter gender and the singular of plural number shall each be deemed to
include the others. Any portion of this Agreement held by a court of competent
jurisdiction to be invalid, illegal, or ineffective shall not impair, invalidate, or nullify the
remainder of this Agreement, which shall remain in full force and effect in accordance
with the original intent of the Parties, but the effect thereof shall be confined to the
Interlocal Agreement Between LIVE OAK and SCHERTZ Page 5
clause, sentence, provision, paragraph, or article so held to be invalid, illegal, or
ineffective.
10.2. This is the complete and entire Agreement between the parties with
respect to the matters herein and supersedes all prior negotiations, agreements,
representations, and understandings, if any, but does not amend or modify any other
existing agreements on other matters. This Agreement may not be modified,
discharged, or changed in any respect whatsoever except by a further agreement in
writing duly executed by the Parties hereto. No official, representative, or employee of
either Party has any authority to modify this Agreement, except pursuant to such
express authority as may be granted by the governing body of the Party.
10.3. Nothing in this Agreement, express or implied, is intended to confer upon
any person, other than the Parties hereto, any benefits, rights, or remedies under or by
reason of this Agreement. It is expressly understood and agreed that in the execution
of this Agreement, no Party waives, nor shall be deemed to waive, any immunity or
defense otherwise available to it against any claims by third parties.
10.4. It is understood and agreed that, under the terms of this Agreement and in
providing the services, User personnel are not employees of LIVE OAK for any purpose,
nor are employees of LIVE OAK employees of User. This Agreement does not create
any partnership, employee, fiduciary, insurance, or agency relationship between the
Parties or any of their agents, employees, volunteers, or officers. No Party to this
Agreement will be responsible for the acts of the other Party or any agent or officer of
the other Party by virtue of this Agreement, except as may be decreed against that
Party by a judgment of a court of competent jurisdiction.
10.5. Nothing in this Agreement is intended to waive any immunity from suit or
liability to which a Party may be entitled by law, except for acts in violation of the
criminal laws.
10.6. Neither Party -shall be liable for delays, nonperformance, damage or
losses due to causes beyond its reasonable control, including but not limited to action of
the elements, severe weather, fires, floods, sabotage, government or regulatory action
including withholding of approvals, strikes, embargoes, or delays beyond the control of
vendors or contractors.
10.7. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas. Jurisdiction and venue for any litigation between the
Parties shall be exclusively in the state courts located in Bexar County, Texas.
10.8. This Agreement and its attachments may be signed in several
counterparts, each of which shall be an original for all purposes but all of which taken
together shall constitute a single agreement. Headings used in this Agreement are for
convenience and shall not control the meaning or interpretation of this Agreement.
Interlocal Agreement Between LIVE OAK and SCHERTZ Page 6
10.9. The Parties agree to conduct periodic reviews at the request of either
Party to coordinate operations and related administrative or management activities with
regard to the services. The Parties may loan equipment to each other in furtherance of
this Agreement, but any such equipment shall remain the property of the loaning agency
and must be returned after requested within a reasonable period of time to insure non -
interruption of official duties and services.
10.10. This Agreement is binding on and shall inure to the benefit of the Parties
and their successors and assigns; provided, however, neither Party shall assign this
Agreement without written consent from the other.
10.11. By executing this Agreement, the individuals signing below acknowledge
and warrant they are duly authorized and are acting with full authority to bind their
respective Parties and their respective governing board or council to these terms and
conditions.
USER — City of Schertz
By:
o n C. essel
City Manager
CITY OF LIVE OAK, TEXAS
By:�
Name
Title
Date: 7i 2
Date: a-- 2S � !�),
Interlocal Agreement Between LIVE OAK and SCHERTZ Page 7
N
Live Oak Police Department
8022 Shin Oak drive • Live Oak, Texas 78233 • (210) 945 -1700 • www.1iveoaktx.net
December 16, 2011
Mr. John Kessel, City Manager
City of Schertz
1400 Schertz Parkway
Schertz, TX 78154
Dear Mr. Kessel:
As you will recall from the correspondence delivered to your office previously on November 16,
2011 concerning the upgrades to the Randolph Metro Emergency Communication System
(RMECS), certain goals have been established to meet certain objectives in the plan. With more
than six hundred (600) radios currently on the existing system — it was recognized early on that
programming of new radio and reprogramming of existing radios was going to be a challenge.
Radio programming and reprogramming by April 1, 2012, is significant because of the amount
of time it will take to accomplish this task. It is estimated that it may take at least two months to
do. This includes your current radios in use. If they are not reprogrammed they will not work
after April 1, 2012.
The Lower Colorado River Authority is tasked with the reprogramming of some six hundred
radios currently on the radio system. With the quantity of radios involved, we must allow for a
minimum of two months to reprogram. The reprogramming cannot be executed until we have a
signed Interlocal Agreement. Enclosed is a copy of the new Interlocal Agreement for radio
service. To insure your municipality will not experience radio outage, the Interlocal Agreement
needs to be signed and returned before February 1, 2012. If you have any questions, please
contact me or Clarissa Rodriguez, City of Live Oak Attorney.
Thank you for your prompt attention to this request.
Sincerely,
Derrick Walker
Radio System Manager
City of Live Oak
Phone: 210- 653 -9140 ext. 107
Enclosure
Clarissa M. Rodriguez
Denton, Navarro, Rocha & Bernal
Phone: 210- 227 -3243
clarissa.rodri uez(,rampage- sa.com
Randolph Metro Emergency Communication System
`R- M E CS) Attachment (A)
AGENCY NAME (PLEASE PRINT)
City of Schertz
AGENCY ADDRESS
1400 Schertz Parkway
CITY
STATE
ZIP
PHONE
FAX
Schertz
TX
78154
CONTACT NAME
PHONE
FAX
Mr. John Kessel
BILLING ADDRESS, IF DIFFERENT FROM ABOVE
CITY
STATE
ZIP
TAX EXEMPT
FEDERAL TAX ID
PURCHASE ORDER
EFFECTIVE DATE
4/1 /2012
No. OT
Cost per Unit
Use of (R -MECS) Units
Per Month
BASIC SERVICE
Mobiles *
$20.00
Portables *
$20.00
Conventional Interface
$62.50
Maestro Consoles
$125.00
Desktop Control Station *
$20.00
Back -up Control Station
$6.25
Host ID (data port on EDG)
$24.90
TOTAL BASIC SERVICE FEES
$
OPTIONS
I -CALL
$6.25
DATA - Status Messaging
$12.50
DATA - AVL
$12.50
TOTAL OPTION FEES
TOTAL MONTHLY FEES
$
All fees will be paid directly to the City of Live Oak.
Participant Official Signature:
Date:
Live Oak Official Signature:
Date:
Date Received:
Live Oak Official Signature:
Date:
Date Received.
INTERLOCAL COOPERATION AGREEMENT
BETWEEN THE CITY OF LIVE OAK, TEXAS
AND CITY OF SCHERTZ, TEXAS
This Interlocal Cooperation Agreement ( "Agreement ") is entered into by and
between, as Parties, CITY OF SCHERTZ, TEXAS ( "User "), a local government, being a
political subdivision of the State of Texas and the City of Live Oak, Texas ( "Live Oak "),
a Home Rule municipality and a political subdivision of the State of Texas, pursuant to
the authority granted and in compliance with the provisions of the Texas Interlocal
Cooperation Act (Chapter 791, Texas Government Code) to be effective for all purposes
as of April 1, 2012 (the "Effective Date ").
RECITALS
User is authorized by law to license peace officers for the protection of property
and the general public and the enforcement of state law and User's rules and
regulations. LIVE OAK operates a Trunked Radio System per an agreement with the
Lower Colorado River Authority ( "LCRA ") which has the capability to provide
interconnectivity and a key communications links between public safety entities
throughout the central Texas region.
LIVE OAK and User wish to establish this Agreement allowing LIVE OAK to
provide communications equipment, facilities, and technical services required for the
operation, of 800MHz radio equipment, as more specifically set out herein, to assist
User with deploying and maintaining radio communications for public safety operations,
response to catastrophic or large -scale incidents or natural disasters, and radio
communications support for local emergency and other public services.
The Parties are authorized to enter into such an arrangement by Chapter 791 of
the Texas Government Code, commonly referred to as the Inter -local Cooperation Act,
and more particularly Section 791.025, Texas Government Code.
Interlocal Agreement Between LIVE OAK and the City of Schertz Page 1
AGREEMENT
In consideration of the mutual benefits received by both Parties and the public
under the terms of this Agreement, the receipt of which is hereby acknowledged, the
Parties agree as follows:
1. Scope of Agreement.
1.1. LIVE OAK will provide User with an interconnection to the Trunked Radio
System, using antennas, switch gear, billing systems and other communication
infrastructure pursuant to its agreement with LCRA.
1.2. User shall pay to LIVE OAK the user fees for programmed radios and
other authorized facilities deployed with this Agreement as a set out in the schedule
attached hereto as Attachment A.
1.3. Any radio service provider for User must obtain a separate, written
approval by LIVE OAK prior to programming radios for use on the system.
1.4. Prior to performing any changes to the equipment for the Trunked Radio
System, Users shall receive written authority from LIVE OAK, which will authorize and
approve all proposed changes to communications, design and programming for User
prior to implementing any changes to the subscriber equipment or system.
1.5. Users are responsible for the purchase and maintenance of their
respective subscriber equipment (i.e. radios or other equipment purchased by User to
use in conjunction with interconnection provided by LIVE OAK for the Trunked Radio
System.)
1.6. Radio system usage is limited to whom Live Oak has determined
provides services related to public safety and there is a need for interoperable
communications related to public safety to protect public health, and welfare of the
citizens of Texas.
2. Services to be Provided.
2.1. LIVE OAK will support maintenance to the radio system infrastructure,
including antennas, switch gear, billing systems and other communication infrastructure
in the Trunked Radio System under this Agreement.
2.2. LIVE OAK will continue to support the EDACS system until December 31,
2014. On January 1, 2015 the EDACS system will be shut down and removed and the
system will be 100% P -25 digital.
Interlocal Agreement Between LIVE OAK and the City of 5chertz Page 2
2.3 Users are required to purchase and switch to the P -25 phase 2 digital
system and equipment no later than December 31, 2014.
a. LIVE OAK is not responsible for any communication errors or lapse
in service to Users under this Agreement for User's failure to comply with Section
2.3 above.
3. Compensation.
3.1. User agrees to compensate LIVE OAK in accordance with the terms of
this Agreement for the Equipment and for the services LIVE OAK provides pursuant to
this Agreement at the stated fees or rates.
3.2. LIVE OAK shall bill User for the services performed by LIVE OAK.
Invoices will be itemized as to the number of radios and shall be paid by User as
provided for herein.
3.5. Invoices will be itemized as to the number of radios on the system and
shall be paid to Live Oak within 30 days of the invoice date.
3.6. Overdue invoices shall incur interest at 5% per month up to 90 days. If
after 90 days User is still in arrears for overdue invoices, LIVE OAK reserves the right to
disconnect all radio services provided under this agreement.
3.7. The User is entitled to the use of the system for dispatching services for
public health and safety radio systems specific to the User only. This excludes any
agency providing dispatch services to another agency prior to the execution of this
contract. Users intending to provide dispatch services from the LIVE OAK system
under this agreement to any other public entity after the effective date of this agreement
shall notify LIVE OAK within 30 days of initiating services and pay 25% of the
dispatching service fees obtained from other public entity to the City of LIVE OAK for
system cost and upgrade.
4. Liability.
The Parties agree to be responsible for their own acts and sole negligence for
any and all claims, demands, costs or expenses for loss, damage or injury to persons or
property in any manner directly or indirectly connected with or growing out of each City's
respective activities under this Agreement committed by its agents, servants,
contractors or employees.
5. Survivability of Actions.
5.1. The Parties' obligations pursuant to this Agreement shall survive
termination of this Agreement with respect to any act, occurrence, or omission occurring
prior to termination of this Agreement.
Interlocal Agreement Between LIVE OAK and the City of Schertz Page 3
6. Consequential and Incidental Damages.
6.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY
PROVISION OF THIS AGREEMENT FOR ANY LOSSES, DAMAGES, COSTS OR
EXPENSES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR
REVENUE, LOSS OF THE USE OF EQUIPMENT, COST OF CAPITAL, COST OF
TEMPORARY EQUIPMENT OR SERVICES, WHETHER BASED IN WHOLE OR IN
PART IN CONTRACT, IN TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR
ANY OTHER THEORY OF LIABILITY; PROVIDED, HOWEVER, THAT DAMAGES
FOR WHICH A PARTY MAY BE LIABLE TO THE OTHER PARTY UNDER ANY
OTHER AGREEMENT BETWEEN THE PARTIES WILL NOT BE CONSIDERED TO
BE SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
HEREUNDER.
7. Terms.
7.1. Initial Terms: The Agreement shall begin as of the Effective Date of this
agreement and shall terminate May 31, 2022, unless terminated earlier in accordance
with the provisions of this Agreement.
7.2. Renewal Terms: This Agreement will be automatically renewed for one
five (5) year period unless a party gives the other party at least 180 days (6 months)
notice of non - renewal prior to the end of the then existing initial or renewal term.
7.3. Termination: Either Party may terminate this Agreement upon eighteen
(18) months prior written notice of the Party's intent to terminate sent to the other Party.
In the event there are circumstances that prevent LIVE OAK from performing under this
Agreement, including force majeure, LIVE OAK SHALL provide written notice to the
User and this Agreement shall terminate immediately.
8. Notices.
8.1. Correspondence, notices, and invoices shall be in writing and mailed to
the Parties' representatives set forth below. If a Party changes the designated recipient
of notices, written notification of the change shall be provided to the other Party. All
notices shall be effective upon receipt and shall be deemed to be received when actually
delivered by hand delivery, facsimile transmission, or overnight courier, or two days after
deposit in a regularly maintained receptacle of the United States Mail, registered or
certified, return receipt request, postage prepaid, addressed as follows:
Interlocal Agreement Between LIVE OAK and the City of Schertz Page 4
User: City of Schertz
Name Mr. John Kessel
Title City Manager
Address 1400 Schertz Parkway
City, State, Zip Code Schertz, TX 78154
Phone:
Fax:
LIVE OAK:
City Manager Mr. Matthew Smith
City of Live Oak
8001 Shin Oak Drive
Live Oak, TX 78233
Phone: 210/653 -9140
Fax: 210/653 -2766
9. Authority.
9.1. The Parties certify that (1) the
provided under this Agreement are necesse
properly within the Parties' statutory function
serve the interests of efficient and economical
functions.
10. Miscellaneous.
services described herein and to be
y and essential for activities that are
and (2) the proposed arrangements
administration of the Parties' authorized
10.1. If either party fails to perform in accordance with the terms and conditions
of this Agreement, the party claiming injury from the alleged default shall give the
allegedly defaulting party thirty (30) days' written notice to cure such default. In the
event the default is not cured within such 30 -day period, the party claiming injury may
terminate this Agreement.
10.2. Whenever the context of this Agreement requires, the masculine,
feminine, or neuter gender and the singular of plural number shall each be deemed to
include the others. Any portion of this Agreement held by a court of competent
jurisdiction to be invalid, illegal, or ineffective shall not impair, invalidate, or nullify the
remainder of this Agreement, which shall remain in full force and effect in accordance
with the original intent of the Parties, but the effect thereof shall be confined to the
clause, sentence, provision, paragraph, or article so held to be invalid, illegal, or
ineffective.
Interlocal Agreement Between LIVE OAK and the City of Schertz Page 5
10.3. This is the complete and entire Agreement between the parties with
respect to the matters herein and supersedes all prior negotiations, agreements,
representations, and understandings, if any, but does not amend or modify any other
existing agreements on other matters. This Agreement may not be modified,
discharged, or changed in any respect whatsoever except by a further agreement in
writing duly executed by the parties hereto. No official, representative, or employee of
either party has any authority to modify this Agreement, except pursuant to such
express authority as may be granted by the governing body of the party.
10.4. Nothing in this Agreement, express or implied, is intended to confer upon
any person, other than the Parties hereto, any benefits, rights, or remedies under or by
reason of this Agreement. It is expressly understood and agreed that in the execution
of this Agreement, no Party waives, nor shall be deemed to waive, any immunity or
defense otherwise available to it against any claims by third parties.
10.5. It is understood and agreed that, under the terms of this Agreement and in
providing the services, User personnel are not employees of LIVE OAK for any purpose.
This Agreement does not create any partnership, employee, fiduciary, insurance, or
agency relationship between the Parties or any of their agents, employees, volunteers,
or officers. No Party to this Agreement will be responsible for the acts of the other Party
or any agent or officer of the other Party by virtue of this Agreement, except as may be
decreed against that Party by a judgment of a court of competent jurisdiction.
10.6. Nothing in this Agreement is intended to waive any immunity from suit or
liability to which a Party may be entitled by law, except for acts in violation of the
criminal laws.
10.7. Neither Party shall be liable for delays, nonperformance, damage or
losses due to causes beyond its reasonable control, including but not limited to action of
the elements, severe weather, fires, floods, sabotage, government or regulatory action
including withholding of approvals, strikes, embargoes, or delays beyond the control of
vendors or contractors.
10.8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas. Jurisdiction and venue for any litigation between the
Parties shall be exclusively in the state courts located in Bexar County, Texas.
10.9. This Agreement and its attachments may be signed in several
counterparts, each of which shall be an original for all purposes but all of which taken
together shall constitute a single agreement. Headings used in this Agreement are for
convenience and shall not control the meaning or interpretation of this Agreement.
Interlocal Agreement Between LIVE OAK and the City of Schertz Page 6
10. 10. The Parties agree to conduct periodic reviews at the request of either
Party to coordinate operations and related administrative or management activities with
regard to the services. The Parties may loan equipment to each other in furtherance of
this Agreement, but any such equipment shall remain the property of the loaning agency
and must be returned after requested within a reasonable period of time to insure non -
interruption of official duties and services.
10.11. This Agreement is binding on and shall inure to the benefit of the Parties
and their successors and assigns; provided, however, neither Party shall assign this
Agreement without written consent from the other.
10.12. By executing this Agreement, the individuals signing below acknowledge
and warrant they are duly authorized and are acting with full authority to bind their
respective Parties and their respective governing board or council to these terms and
conditions.
USER City of Schertz
Name Mr. John Kessel
Title City Manager
CITY OF LIVE OAK, TEXAS
Date:
By: Date:
Name Matthew Smith
Title City Manager
Interlocal Agreement Between LIVE OAK and the City of Schertz Page 7