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16-R-88 - Bridge Replacement at Lower Seguin Rd and Cibolo CreekWHEREAS, the Parties have identified certain common, legitimate public purposes in entering into this agreement; and WHEREAS, the governing bodies of the City of Cibolo and the City of Schertz each met in legally convened open meetings and authorized their respective representatives to enter into this Agreement; and WHEREAS, the Parties intend to remove the old bridge structure at Lower Seguin Rd at the Cibolo Creek and install new bridge structure with concrete culverts and a new roadway. WHEREAS, the cost of the new bridge structure will be split evenly between the Parties, each paying 50% of the total actual project cost. Any other funding contributions from Bexar or Guadalupe County will be evenly split between the Parties. WHEREAS, the total cost of the project is estimated to be $484,000.00; and WHEREAS, each Party's portion for the project is estimated to be $242,000.00 each; THEREFORE 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 enter into the interlocal agreement attached in 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resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein.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. 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 20th day of December, 2016. CITY OF,S/ E- TEXAS , Michael R. Carpenter ATTEST: City Secretary, Brenda Dennis (CITY SEAL) is 50448599.1 A -1 1 : 17�C17�►1171 Y I��l f111•(I7 �f.Y�1:111.71 W/ The Parties to this Agreement ( "Agreement ") are the City of Cibolo and the City of Schertz (collectively referred to as the "Parties "). The Parties enter into this Agreement under the general provisions of the Interlocal Cooperation Act, Texas Government Code Chapter 791, under the specific authority of §791.026 and Texas Education Code §44.031(a)(5). This Agreement is made for the purpose of efficient and effective use of resources and is in the best economic interests of the Parties. The City of Cibolo and the City of Schertz are political subdivisions of the State of Texas. RECITALS WHEREAS, the Parties have identified certain common, legitimate public purposes in entering into this agreement; and WHEREAS, the governing bodies of the City of Cibolo and the City of Schertz each met in legally convened open meetings and authorized their respective representatives to enter into this Agreement; and WHEREAS, the Parties intend to remove the old bridge structure at Lower Seguin Rd at the Cibolo Creek and install new bridge with concrete culverts and new roadway. WHEREAS, the cost of the new bridge structure will be split evenly between the Parties, each paying 50% of the total actual project cost. Any other funding contributions from Bexar or Guadalupe County will be evenly split between the Parties. WHEREAS, the total cost of the project is estimated to be $484,000.00; and WHEREAS, each Party's portion for the project is estimated to be $242,000.00 each. NOW THEREFORE, the Parties, for and in consideration of the covenants and agreements herein set forth to be kept and performed by them respectively, have agreed to and do hereby agree together as follows: I. DEFINITIONS A. "Breach" occurs when any of the Parties fails or refuses to perform one or more of the duties set forth in this Agreement. Page 1 of 6 B. "Parties Contribution" means each party's obligation to pay 50% of the total actual Project Costs. C. "Low Water Crossing "Bridge" means the newly reconstructed bridge that divides the City of Cibolo and the City of Schertz. D "Force Majeure" means an event beyond the reasonable control of a party obligated to perform an act or take some action under this Agreement including, but not limited to, acts of God, earthquake, fire, explosion, war, civil insurrection, acts of the public enemy, act of civil or military authority, sabotage, terrorism, floods, lightning, hurricanes, tornadoes, severe snow storms or utility disruption, strikes, and lockouts. E. "Notice" occurs upon written communication by one party to the other as specifically defined in this Agreement. Notice to the Parties is satisfied by written communication to the address designated in Paragraph 6. F. "Project" means the completion of the construction of the bridge and roadwork at the City of Schertz (Bexar County) low water crossing and the City of Cibolo (Guadalupe County). G. "Site and Construction Plans" means a depiction showing the mutually agreed specifications for the equipment and appurtenances required to construct the bridge crossing. H. Use of the singular shall include the plural, and vice versa, where the usage permits reasonable construction of this agreement. II. TERM OF AGREEMENT The term of this Agreement will begin December , 2016. The term of this Agreement will end on December 31, 2018, or at the time of completion of the Project, whichever occurs first in time, unless extended or terminated before that time as provided in this Agreement. III. MUTUAL PROMISES AND COVENANTS OF THE PARTIES The Parties, in consideration of the mutual promises and covenants contained in this Agreement, agree as follows: A. The recitals set out in the preamble are hereby incorporated herein, for all purposes. B. The City of Schertz shall install the bridge and roadway in accordance with the Site and Construction Plans at the City of Schertz and the City of Cibolo low water crossing (Cibolo Creek). Page 2 of 6 C. All Project construction costs, including payment of contractors, subcontractors, and material providers, and all liability risks shall be the responsibility of the City of Schertz. D. The portion of the project cost that the City of Cibolo shall be responsible for reimbursing the City of Schertz is estimated at $242,000, but will not to exceed 50% of the total actual project cost. The City of Cibolo may reimburse the City of Schertz upon completion of the project. E. Subject to Force Majeure, City of Schertz's completion of the Project shall occur on or before December 31, 2018. IV. MISCELLANEOUS A. Notice and Addresses. All notices required hereunder must be given by certified mail or registered mail, addressed to the proper Party, at the following addresses: To City of Schertz: City of Schertz, Texas Attn: John Kessel, City Manager P.O. Box 930 Schertz, TX 78154 With a copy to: City of Cibolo, Texas Attn: Robert T. Herrera, City Manager 200 S. Main St. Cibolo, TX 78108 With a copy to: Habib Erkan, Attorney for City of Cibolo Denton Navarro Rocha Bernal Hyde & Zech, P.C. 2517 N. Main Avenue San Antonio, Texas 78212 Either Party may change the address to which notices are to be sent by giving the other Party notice of the new address in the manner provided in this section. Notices shall be deemed to have been received three (3) days after deposit in the mail. For ease of administration of this contract, a main contact person has been designated for each of the Parties as follows: For the City of Cibolo: Tim Fousse For the City of Schertz: Doug Letbetter B. Parties Bound. This Agreement shall be binding upon, and inure to the benefit of, the Parties to this Agreement and their respective heirs, executors, administrators, legal representatives, successors, and assigns. Page 3 of 6 C. Prior Agreement Superseded. This Agreement constitutes the sole and only agreement of the Parties regarding their responsibilities to each other concerning the work noted herein on the Project and supersedes any prior understandings or written or oral agreements between the Parties respecting the Project. This Agreement in no way modifies or supersedes any document executed by the Parties prior to this Agreement which does not involve the Project. D. Amendment. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless it is in writing, dated subsequent to the date of this Agreement, and duly executed by the Parties to this Agreement. E. Hold Harmless. The City of Schertz will hold the City of Cibolo harmless from any claims arising from the construction of the bridge and road, as is contemplated by this Agreement (e.g., contract claims between the City and any contractors and /or any injury or property damage claims) to the extent permitted by Texas law. F. Violation of Law. The City of Cibolo and the City of Schertz shall not violate any Federal, State or local laws, regulations or ordinances in the performance of this Agreement. G. Enforceability. If any provision of this Agreement proves unlawful or unenforceable by a court having jurisdiction over the Parties or the subject matter, such provision shall be severable from the other provision of this Agreement, and all remaining provisions shall be fully enforceable. H. Governing Law and Place for Performance. This Agreement shall be governed by the laws of Texas, which state shall also be deemed the place where this Agreement was entered into and the place of performance and transaction of business and Parties. In the event of litigation pertaining to the Agreement, the exclusive forum, venue, and place of jurisdiction shall also be the County of Guadalupe and the State of Texas unless otherwise agreed in writing by the Parties. The Parties acknowledge that each has had the unfettered opportunity to review, revise, and negotiate the terms of this Agreement and that if in the future there is a dispute as to the meaning of any provision herein, then no such provision shall be construed against the drafter of the Agreement. I. Exhibits Incorporated. All exhibits to this Agreement are incorporated by reference as if completely set out herein. J. Signature Warranty Clause. The signatories to this Agreement represent and warrant that they have the authority to execute this agreement on behalf of the City of Cibolo and the City of Schertz, respectively. K. No Waiver of Immunities. Nothing in the Agreement shall be construed to waive any immunities from suit or liability enjoyed by City of Cibolo, the City of Schertz, their past or present officers, employees, or agents or employees. L. No Third Party Beneficiary. This Agreement inures to the benefit of and obligates only the parties executing it. No term or provision of this Agreement shall benefit or obligate any person or entity not a party to it. The parties hereto shall cooperate fully in Page 4 of 6 opposing any attempt by any third person or entity to claim any benefit, protection, release or other consideration under this Agreement. M. No Joint Venture. Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venturers or any other similar such relationship between the parties hereto. N. Approval by Governing Bodies. This Agreement has been approved by the Governing bodies of the City of Cibolo and the City of Schertz. O. Payment from Current Revenues. Each Party paying for the performance of governmental functions or services must make those payments from current revenues available to the paying Party. P. Assignment. Neither Party may assign their interests in this Agreement except upon receiving the written consent of the other Party. EXECUTED TO BE EFFECTIVE this day of December, 2016. ATTEST: IC Brenda Dennis, City Secretary ATTEST: C Peggy Cimics, City Secretary CITY OF SCHERTZ IIn John Kessel, City Manager CITY OF CIBOLO IC Robert T. Herrera, City Manager Page 5 of 6