Loading...
R-09-12-17-8C1 - 12/17/2009RESOLUTION NO. R -09-12-17-8C1 WHEREAS, Chapter 791 of the Texas Government Code, V . T . C . A . , authorizes local governments and agencies of the state to enter into agreements with one another to perform governmental functions and services, and WHEREAS, the City of Round Rock wishes to enter into an Interlocal Contract with the Capital Area Rural Transportation System (CARTS) for provision of public transportation services in Round Rock from December 17, 2009 through September 30, 2010, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Interlocal Contract with the Capital Area Rural Transportation System, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 17th day of December, 2009. ALAN MCGRAW, Mayor ATTEST: City of Round Rock, Texas SARA L. WHITE, City Secretary 0:\wdox\SCClnts\0112\0905\MUNICIPAL\R91217C1.DOC/rmc INTERLOCAL CONTRACT BETWEEN THE CITY OF ROUND ROCK AND CAPITAL AREA RURAL TRANSPORTATION SYSTEM (CARTS) THE STATE OF TEXAS COUNTY OF WILLIAMSON COUNTY OF TRAVIS § § § § § KNOW ALL BY THESE PRESENTS: This INTERLOCAL CONTRACT is made and entered into effective this day of the month of , 2009, by and between the CAPITAL AREA RURAL TRANSPORTATION SYSTEM ("CARTS"), an entity created pursuant to Texas statutes, and the CITY OF ROUND ROCK, TEXAS ("City"), a home -rule municipality which is a political subdivision of the State of Texas, for the purpose of providing certain public transportation services for the Round Rock area. RECITALS WHEREAS, V.T.C.A., Government Code, Chapter 791, cited as the "Interlocal Cooperation Act," provides that any one or more public agencies may contract with each other for the performance of governmental functions or services for the promotion and protection of the health and welfare of the inhabitants of this state and the mutual benefit of the parties; and WHEREAS, CARTS and City are entities with statutory authority to enter into this Interlocal Contract, and have each entered into this Interlocal Contract by the action of the respective governing body in the appropriate manner prescribed by law; and WHEREAS, CARTS and City have determined that the parties find it in their mutual best interest and in the best interest of the public for the parties to provide certain affordable public transportation services, and further find that this Interlocal Contract will increase the efficiency and effectiveness of the parties' provision of those certain public transportation services; and WHEREAS, CARTS and City desire to continue to participate in the funding for and provision of those certain public transportation services: NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the undersigned parties agree as follows. 00177403/jkg EXHIBIT b .0 t ',At, I. FINDINGS Recitals Incorporated. CARTS and City find that the recitals set forth above and herein are true and correct, and such recitals are incorporated herein for all purposes. Effective Date. CARTS and City further find that this Interlocal Contract will be in full force and effect when properly approved by each party. Current Revenue Provision. CARTS and City further find that any party paying for the performance of delineated functions shall make such payments from current revenues available to the paying party. Allowable Public Purpose. CARTS and City further find that CARTS, through its services, accomplishes a public purpose that benefits City. City further finds that the services provided by CARTS are services which City would provide, absent this Interlocal Contract, within the parameters and under the conditions otherwise placed upon City. Past Contractual Relationship. CARTS and City further find that the parties have contracted for provision of such services in the past, and both parties desire to continue a contractual relationship for provision of such services. II. TERM Term. The term of this Interlocal Contract shall be for the period from the date of execution of this Interlocal Contract through and including September 30, 2010, unless terminated earlier in accordance with applicable provisions herein. Allowable Holding Over. After September 30, 2010, this Interlocal Contract may continue in full force and effect on a month-to-month basis, on the same terms and conditions as are recited herein, only upon the express written mutual agreement of the parties. III. SERVICES TO BE PROVIDED BY CARTS CARTS hereby contractually binds itself to provide, at a minimum, the following services: A. General public transportation for residents of City, with emphasis on the elderly and handicapped. Destinations shall include but shall not be limited to medical 2 facilities, supermarkets, grocery stores and other merchants, post offices, medical offices, and the like. B. Coordination with City and other community service providers for the provision of services to residents of City. C. Services and the scheduled routes as shown on Exhibit "A" attached hereto and incorporated herein for all purposes. All such services shall be provided on a five-day per week basis, Monday through Friday, excluding only official holidays observed by CARTS. All such services shall be provided with a four-hour advance notification, if requested. IV. PAYMENT BY CITY FOR SERVICES For proper performance of CARTS contractual obligations delineated in this Interlocal Contract, City agrees to pay the sum of Fifty and No/100 Dollars ($50.00) per hour of service. The parties expressly agree that the cost of the services to be provided by CARTS shall not exceed 6,000 hours per annum, which is based on the equivalent of 3 full-time routes of 24 hours per day and 250 operating days per year, at $50.00 per hour of service, that equating to an amount not to exceed Three Hundred Thousand and No/100 Dollars ($300,000.00) per annum. V. OBLIGATIONS AND RESPONSIBILITIES OF CARTS In addition to the obligation to provide the services delineated herein in Article III, CARTS shall have the following contractual obligations and responsibilities: A. CARTS shall adhere to and follow all applicable rules and laws regarding Federal Transit Administration Section 5307 funding. B. CARTS expressly agrees that City shall have the right to adjust fares for CARTS' services in Round Rock, and CARTS agrees to so adjust fares if, as, and when instructed to do so by City. C. CARTS shall not adjust any fare for the residents of City for origins and destinations within the city limits without the express written approval of City. City reserves the right to deny any fare adjustments for trips within the city limits. D. CARTS expressly agrees that, on any invoices to City, CARTS shall credit City for fare revenues collected in Round Rock, Texas. 3 E. CARTS expressly agrees that it will adhere to all requirements of Title VI, 1964 Civil Rights Act, and attendant policies. F. On or before the tenth (10th) day of each month, CARTS shall provide City with an invoice showing services provided for the previous month, including a credit to City for all fare revenues collected in Round Rock, Texas. G. On or before the tenth (10th) day of each month, CARTS shall provide City with a report outlining trip details, including but not limited to passenger type, purpose, number of days of service, number of hours of paratransit service provided, and number of hours of seasonal trips provided (i.e. summer route hours, afterschool kids hours, etc.). H. On or before the tenth (10th) day of each month, CARTS shall provide City with a report outlining the number of complaints received during the month, including details for the complaint (i.e. service was late, service was inconvenient, etc.). I. On or before the tenth (10th) day of each month, CARTS shall provide City with a report detailing the number of people who were turned down for service. J. In consultation with CARTS, the City will develop a plan to effectively and efficiently provide public transportation services for the residents of Round Rock. VI. OBLIGATIONS AND RESPONSIBILITIES OF CITY City shall have the following contractual obligations and responsibilities: A. City agrees to pay CARTS as required by this Interlocal Contract. B. City agrees to properly notify CARTS of its instructions regarding any fare adjustment. C. City shall adhere to and follow all applicable rules and laws regarding Federal Transit Administration Section 5307 funding. D. City shall assist with marketing of CARTS' services through utilizing such venues as City's monthly newsletter "Newsflash" and/or Channel 10. Should City choose to market or advertise any materials regarding CARTS and its services which originate from CARTS (or are supplied at its direction), such materials shall be submitted to City for review and approval prior to usage. E. Within six (6) months of the execution of this Interlocal Contract, in consultation with CARTS, City will develop a plan to effectively and efficiently provide public transportation services for the residents of Round Rock. City's planning 4 process will consider, but will not be limited to a long term relationship with CARTS, contracting out the service to another provider, use of the "RideCARTS Card" or a derivative of the card, developing a timetable for transition from demand response service to fixed route service, City branding of the service provided by CARTS in Round Rock, and limiting ridership by establishing specific eligibility criteria for patrons of the service. VII. FINANCIAL REPORTING REQUIRED; AUDIT RIGHTS Annual Report. Annually, not later than five (5) months after the end of CARTS' fiscal year, CARTS shall file with City's Director of Finance a copy of CARTS Audited Financial Statements, to include its A-133 Single Audit Report, if applicable. Such statement shall have been audited by an independent Certified Public Accountant whose report shall accompany the statement. Review and/or Audit. City shall have the right to review CARTS' records concerning ridership, failure to provide service and any verified complaints, including but not limited to CARTS' operation of the system and timeliness of the service. If the verified complaints are greater than ten percent (10%) of the total number of rides provided during the term of this Interlocal Contract (including any extensions), City may demand a refund of the funds paid under this Interlocal Contract equal to the total percentage of verified complaints for such contract term (including any extensions). All of CARTS' records under this Agreement shall, upon reasonable notice, be open to inspection and subject to review and/or reproduction during normal business working hours. A City representative, or an outside representative engaged by City, may perform such reviews. CARTS shall maintain all records relating to this Interlocal Contract for three (3) years from the date this Interlocal Contract either expires or is terminated. VIII. TERMINATION Either party may terminate this Interlocal Contract without cause upon ninety (90) days' prior written notice to the other party. Should either party fail to perform any of the terms, provisions, conditions or covenants contained herein, the other party may terminate this Interlocal Contract for cause upon thirty (30) days' prior written notice to the defaulting party. Such notice of termination shall be given as provided herein. Upon proper notice of termination, 5 all obligations under this Interlocal Contract shall cease and City shall only be required to fund those expenses that were actually expended up to the date of the notice of termination. IX. AMENDMENT OR ASSIGNMENT; NOTICE Amendment. This Interlocal Contract shall not be altered, waived, amended or extended without the parties' prior written agreement. Assignment. All provisions of this Interlocal Contract shall be binding upon the parties and each of their respective administrators, executors, successors, and assigns. CARTS shall not assign this Interlocal Contract to any other party without the express prior written consent of City. Notice. All notices and other communications in connection with this Interlocal Contract shall be in writing and shall be considered given as follows: (A) When delivered personally to the recipient's address as stated herein; or (B) Three (3) days after being deposited in the U.S. mail, with postage prepaid to the recipient's address as stated herein. CITY OF ROUND ROCK Assistant City Manager City of Round Rock 221 East Main Street Round Rock, TX 78664 Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 CARTS and to: David Marsh, Executive Director Capital Area Rural Transportation System Post Office Box 6050 Austin, TX 78762 C) Nothing contained herein shall be construed to restrict the transmission of routine communications between the parties. 6 X. NON -APPROPRIATION CLAUSE This Interlocal Contract is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Interlocal Contract at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to pay the contractual charges as stated herein coming due in City's next fiscal year, as determined by City's budget for the fiscal year in question. City may elect to terminate this Interlocal Contract before the end of the stated term and before the end of the fiscal year by giving notice as required in this Interlocal Contract, and by paying any charges which are due and have not been paid from those funds remaining which are appropriated for said services at or before the end of its then -current fiscal year. XI. PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to CARTS will be made within thirty (30) days of the date City receives goods under this Agreement, the date the performance of the services under this Agreement are completed or the date City receives a correct invoice for the goods or services, whichever is later. CARTS may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in the event: (1) There is a bona fide dispute between City and CARTS, a contractor, subcontractor, or supplier about the goods delivered or the service performed that causes the payment to be late; or (2) There is a bona fide dispute between CARTS and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; (3) The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or (4) The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 7 XII. APPLICABLE LAW; ENFORCEMENT AND VENUE This Interlocal Contract shall be enforceable in Round Rock, Texas. If legal action is necessary by either party with respect to the enforcement of any terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Interlocal Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. XIII. MISCELLANEOUS CLAUSES Prior Written Agreements. This Interlocal Contract is without regard to any and all prior written contracts or agreements between City and CARTS regarding any other subject or matter, and does not modify, amend, ratify, confirm or renew any such other prior contract or agreement between the parties. Exclusive Agreement. This Interlocal Contract, and all appended documents, constitutes the entire agreement between the parties hereto. This Interlocal Contract may only be amended or supplemented by prior mutual agreement of the parties in writing. Parties Independent Contractors. City and CARTS are independent contractors. Except as expressly provided herein, no partnership or joint venture is intended to be created by this Interlocal Contract, nor any principal -agent or employer-employee relationship. Except to the extent expressly provided herein, neither party has and neither party shall attempt to assert the authority to make commitments for or to bind the other party to any obligation. Governmental Function. City and CARTS expressly agree that, in all things relating to this Interlocal Contract, the parties are performing governmental functions, as defined by the Texas Tort Claims Act. The parties further expressly agree that every act or omission of any party which in any way pertains to or arises out of this Interlocal Contract falls within the definition of governmental function. Other Services. Nothing in this Interlocal Contract shall be deemed to create, by implication or otherwise, any duty or responsibility of either of the parties to undertake or not to undertake any other, or to provide or to not provide any service, except as specifically set forth in this Interlocal Contract or in a separate written instrument executed by both parties. City shall not be obligated to fund any additional monies other than as stated herein. 8 Governmental Immunity. Nothing in this Interlocal Contract shall be deemed to waive, modify or amend any legal defense available at law or in equity to either of the parties, nor to create any legal rights or claim on behalf of any third party. Neither City nor CARTS waives, modifies, or alters to any extent whatsoever the availability of the defense of governmental immunity under the laws of the State of Texas and of the United States. Severability. If any provision of this Interlocal Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof, but rather this entire Interlocal Contract will be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligation of the parties shall be construed and enforced in accordance therewith. The parties acknowledge that if any provision of this Interlocal Contract is determined to be invalid or unenforceable, it is their desire and intention that such provision be reformed and construed in such a manner that it will, to the maximum extent practicable, give effect to the intent of this Interlocal Contract and be deemed to be validated and enforceable. Gender, Number and Headings. Words of any gender used in this Interlocal Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The headings and section numbers are for convenience only and shall not be considered in interpreting or construing this Interlocal Contract. Execution in Counterparts. This Interlocal Contract may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall be considered fully executed as of the date above first written, when all parties have executed an identical counterpart, notwithstanding that all signatures may not appear on the same counterpart. IN WITNESS WHEREOF, the parties have executed and attested this Interlocal Contract by their officers thereunto duly authorized. EXECUTED this day of , 2009. [Signatures appear on the following page] 9 CITY OF ROUND ROCK, TEXAS By: Alan McGraw, Mayor Date Signed: FOR CITY, ATTEST: By: Sara L. White, City Secretary FOR CITY, APPROVED AS TO FORM: By: Stephan L. Sheets, City Attorney 10 CITY of ROUND ROCK x W Service by Route 1,6 2 Service Hours DATE: December 8, 2009 SUBJECT: City Council Meeting — December 17, 2009 ITEM: 8C1. Consider a resolution authorizing the Mayor to execute an Interlocal Contract with the Capital Area Rural Transportation System (CARTS). Department: Staff Person: Justification: Transportation Services Tom Word, P.E., Chief of Public Works Operations The Capital Area Rural Transportation System (CARTS) provides public transportation services in Round Rock. This contract will provide public transportation services for Fiscal Year 2009-2010. Strategic Plan Relevance: Mobility and Connectivity Strategic Initiative 2060 Vision: Residents and visitors will have alternative choices for transportation including public transportation options, pedestrian/biking options and personal vehicle. Funding: Cost: Not to exceed $300,000 Source of funds: General Fund Outside Resources: CARTS Public Comment: N/A EXECUTED DOCUMENT FOLLOWS INTERLOCAL CONTRACT BETWEEN THE CITY OF ROUND ROCK AND CAPITAL AREA RURAL TRANSPORTATION SYSTEM (CARTS) THE STATE OF TEXAS COUNTY OF WILLIAMSON COUNTY OF TRAVIS KNOW ALL BY THESE PRESENTS: This INTERLOCAL CONTRACT is made and entered into effective this l . lbday of the month of , 2009, by and between the CAPITAL AREA RURAL TRANSPORTATION SYSTEM ("CARTS"), an entity created pursuant to Texas statutes, and the CITY OF ROUND ROCK, TEXAS ("City"), a home -rule municipality which is a political subdivision of the State of Texas, for the purpose of providing certain public transportation services for the Round Rock area. RECITALS WHEREAS, V.T.C.A., Government Code, Chapter 791, cited as the "Interlocal Cooperation Act," provides that any one or more public agencies may contract with each other for the performance of governmental functions or services for the promotion and protection of the health and welfare of the inhabitants of this state and the mutual benefit of the parties; and WHEREAS, CARTS and City are entities with statutory authority to enter into this Interlocal Contract, and have each entered into this Interlocal Contract by the action of the respective governing body in the appropriate manner prescribed by law; and WHEREAS, CARTS and City have determined that the parties find it in their mutual best interest and in the best interest of the public for the parties to provide certain affordable public transportation services, and further find that this Interlocal Contract will increase the efficiency and effectiveness of the parties' provision of those certain public transportation services; and WHEREAS, CARTS and City desire to continue to participate in the funding for and provision of those certain public transportation services: NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the undersigned parties agree as follows. 00177403/jkg I. FINDINGS Recitals Incorporated. CARTS and City find that the recitals set forth above and herein are true and correct, and such recitals are incorporated herein for all purposes. Effective Date. CARTS and City further find that this Interlocal Contract will be in full force and effect when properly approved by each party. Current Revenue Provision. CARTS and City further find that any party paying for the performance of delineated functions shall make such payments from current revenues available to the paying party. Allowable Public Purpose. CARTS and City further find that CARTS, through its services, accomplishes a public purpose that benefits City. City further finds that the services provided by CARTS are services which City would provide, absent this Interlocal Contract, within the parameters and under the conditions otherwise placed upon City. Past Contractual Relationship. CARTS and City further find that the parties have contracted for provision of such services in the past, and both parties desire to continue a contractual relationship for provision of such services. II. TERM Term. The term of this Interlocal Contract shall be for the period from the date of execution of this Interlocal Contract through and including September 30, 2010, unless terminated earlier in accordance with applicable provisions herein. Allowable Holding Over. After September 30, 2010, this Interlocal Contract may continue in full force and effect on a month-to-month basis, on the same terms and conditions as are recited herein, only upon the express written mutual agreement of the parties. III. SERVICES TO BE PROVIDED BY CARTS CARTS hereby contractually binds itself to provide, at a minimum, the following services: A. General public transportation for residents of City, with emphasis on the elderly and handicapped. Destinations shall include but shall not be limited to medical 2 facilities, supermarkets, grocery stores and other merchants, post offices, medical offices, and the like. B. Coordination with City and other community service providers for the provision of services to residents of City. C. Services and the scheduled routes as shown on Exhibit "A" attached hereto and incorporated herein for all purposes. All such services shall be provided on a five-day per week basis, Monday through Friday, excluding only official holidays observed by CARTS. All such services shall be provided with a four-hour advance notification, if requested. IV. PAYMENT BY CITY FOR SERVICES For proper performance of CARTS contractual obligations delineated in this Interlocal Contract, City agrees to pay the sum of Fifty and No/100 Dollars ($50.00) per hour of service. The parties expressly agree that the cost of the services to be provided by CARTS shall not exceed 6,000 hours per annum, which is based on the equivalent of 3 full-time routes of 24 hours per day and 250 operating days per year, at $50.00 per hour of service, that equating to an amount not to exceed Three Hundred Thousand and No/100 Dollars ($300,000.00) per annum. V. OBLIGATIONS AND RESPONSIBILITIES OF CARTS In addition to the obligation to provide the services delineated herein in Article III, CARTS shall have the following contractual obligations and responsibilities: A. CARTS shall adhere to and follow all applicable rules and laws regarding Federal Transit Administration Section 5307 funding. B. CARTS expressly agrees that City shall have the right to adjust fares for CARTS' services in Round Rock, and CARTS agrees to so adjust fares if, as, and when instructed to do so by City. C. CARTS shall not adjust any fare for the residents of City for origins and destinations within the city limits without the express written approval of City. City reserves the right to deny any fare adjustments for trips within the city limits. D. CARTS expressly agrees that, on any invoices to City, CARTS shall credit City for fare revenues collected in Round Rock, Texas. 3 E. CARTS expressly agrees that it will adhere to all requirements of Title VI, 1964 Civil Rights Act, and attendant policies. F. On or before the tenth (10th) day of each month, CARTS shall provide City with an invoice showing services provided for the previous month, including a credit to City for all fare revenues collected in Round Rock, Texas. G. On or before the tenth (10th) day of each month, CARTS shall provide City with a report outlining trip details, including but not limited to passenger type, purpose, number of days of service, number of hours of paratransit service provided, and number of hours of seasonal trips provided (i.e. summer route hours, afterschool kids hours, etc.). H. On or before the tenth (10th) day of each month, CARTS shall provide City with a report outlining the number of complaints received during the month, including details for the complaint (i.e. service was late, service was inconvenient, etc.). I. On or before the tenth (10th) day of each month, CARTS shall provide City with a report detailing the number of people who were turned down for service. J. In consultation with CARTS, the City will develop a plan to effectively and efficiently provide public transportation services for the residents of Round Rock. VI. OBLIGATIONS AND RESPONSIBILITIES OF CITY City shall have the following contractual obligations and responsibilities: A. City agrees to pay CARTS as required by this Interlocal Contract. B. City agrees to properly notify CARTS of its instructions regarding any fare adjustment. C. City shall adhere to and follow all applicable rules and laws regarding Federal Transit Administration Section 5307 funding. D. City shall assist with marketing of CARTS' services through utilizing such venues as City's monthly newsletter "Newsflash" and/or Channel 10. Should City choose to market or advertise any materials regarding CARTS and its services which originate from CARTS (or are supplied at its direction), such materials shall be submitted to City for review and approval prior to usage. E. Within six (6) months of the execution of this Interlocal Contract, in consultation with CARTS, City will develop a plan to effectively and efficiently provide public transportation services for the residents of Round Rock. City's planning 4 process will consider, but will not be limited to a long term relationship with CARTS, contracting out the service to another provider, use of the "RideCARTS Card" or a derivative of the card, developing a timetable for transition from demand response service to fixed route service, City branding of the service provided by CARTS in Round Rock, and limiting ridership by establishing specific eligibility criteria for patrons of the service. VII. FINANCIAL REPORTING REQUIRED; AUDIT RIGHTS Annual Report. Annually, not later than five (5) months after the end of CARTS' fiscal year, CARTS shall file with City's Director of Finance a copy of CARTS Audited Financial Statements, to include its A-133 Single Audit Report, if applicable. Such statement shall have been audited by an independent Certified Public Accountant whose report shall accompany the statement. Review and/or Audit. City shall have the right to review CARTS' records concerning ridership, failure to provide service and any verified complaints, including but not limited to CARTS' operation of the system and timeliness of the service. If the verified complaints are greater than ten percent (10%) of the total number of rides provided during the term of this Interlocal Contract (including any extensions), City may demand a refund of the funds paid under this Interlocal Contract equal to the total percentage of verified complaints for such contract term (including any extensions). All of CARTS' records under this Agreement shall, upon reasonable notice, be open to inspection and subject to review and/or reproduction during normal business working hours. A City representative, or an outside representative engaged by City, may perform such reviews. CARTS shall maintain all records relating to this Interlocal Contract for three (3) years from the date this Interlocal Contract either expires or is terminated. VIII. TERMINATION Either party may terminate this Interlocal Contract without cause upon ninety (90) days' prior written notice to the other party. Should either party fail to perform any of the terms, provisions, conditions or covenants contained herein, the other party may terminate this Interlocal Contract for cause upon thirty (30) days' prior written notice to the defaulting party. Such notice of termination shall be given as provided herein. Upon proper notice of termination, 5 all obligations under this Interlocal Contract shall cease and City shall only be required to fund those expenses that were actually expended up to the date of the notice of termination. IX. AMENDMENT OR ASSIGNMENT; NOTICE Amendment. This Interlocal Contract shall not be altered, waived, amended or extended without the parties' prior written agreement. Assignment. All provisions of this Interlocal Contract shall be binding upon the parties and each of their respective administrators, executors, successors, and assigns. CARTS shall not assign this Interlocal Contract to any other party without the express prior written consent of City. Notice. All notices and other communications in connection with this Interlocal Contract shall be in writing and shall be considered given as follows: (A) When delivered personally to the recipient's address as stated herein; or (B) Three (3) days after being deposited in the U.S. mail, with postage prepaid to the recipient's address as stated herein. CITY OF ROUND ROCK Assistant City Manager City of Round Rock 221 East Main Street Round Rock, TX 78664 Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 CARTS and to: David Marsh, Executive Director Capital Area Rural Transportation System Post Office Box 6050 Austin, TX 78762 C) Nothing contained herein shall be construed to restrict the transmission of routine communications between the parties. 6 X. NON -APPROPRIATION CLAUSE This Interlocal Contract is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Interlocal Contract at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to pay the contractual charges as stated herein coming due in City's next fiscal year, as determined by City's budget for the fiscal year in question. City may elect to terminate this Interlocal Contract before the end of the stated term and before the end of the fiscal year by giving notice as required in this Interlocal Contract, and by paying any charges which are due and have not been paid from those funds remaining which are appropriated for said services at or before the end of its then -current fiscal year. XI. PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to CARTS will be made within thirty (30) days of the date City receives goods under this Agreement, the date the performance of the services under this Agreement are completed or the date City receives a correct invoice for the goods or services, whichever is later. CARTS may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in the event: (1) There is a bona fide dispute between City and CARTS, a contractor, subcontractor, or supplier about the goods delivered or the service performed that causes the payment to be late; or (2) There is a bona fide dispute between CARTS and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; (3) The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or (4) The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 7 XII. APPLICABLE LAW; ENFORCEMENT AND VENUE This Interlocal Contract shall be enforceable in Round Rock, Texas. If legal action is necessary by either party with respect to the enforcement of any terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Interlocal Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. XIII. MISCELLANEOUS CLAUSES Prior Written Agreements. This Interlocal Contract is without regard to any and all prior written contracts or agreements between City and CARTS regarding any other subject or matter, and does not modify, amend, ratify, confirm or renew any such other prior contract or agreement between the parties. Exclusive Agreement. This Interlocal Contract, and all appended documents, constitutes the entire agreement between the parties hereto. This Interlocal Contract may only be amended or supplemented by prior mutual agreement of the parties in writing. Parties Independent Contractors. City and CARTS are independent contractors. Except as expressly provided herein, no partnership or joint venture is intended to be created by this Interlocal Contract, nor any principal -agent or employer-employee relationship. Except to the extent expressly provided herein, neither party has and neither party shall attempt to assert the authority to make commitments for or to bind the other party to any obligation. Governmental Function. City and CARTS expressly agree that, in all things relating to this Interlocal Contract, the parties are performing governmental functions, as defined by the Texas Tort Claims Act. The parties further expressly agree that every act or omission of any party which in any way pertains to or arises out of this Interlocal Contract falls within the definition of governmental function. Other Services. Nothing in this Interlocal Contract shall be deemed to create, by implication or otherwise, any duty or responsibility of either of the parties to undertake or not to undertake any other, or to provide or to not provide any service, except as specifically set forth in this Interlocal Contract or in a separate written instrument executed by both parties. City shall not be obligated to fund any additional monies other than as stated herein. 8 Governmental Immunity. Nothing in this Interlocal Contract shall be deemed to waive, modify or amend any legal defense available at law or in equity to either of the parties, nor to create any legal rights or claim on behalf of any third party. Neither City nor CARTS waives, modifies, or alters to any extent whatsoever the availability of the defense of governmental immunity under the laws of the State of Texas and of the United States. Severability. If any provision of this Interlocal Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof, but rather this entire Interlocal Contract will be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligation of the parties shall be construed and enforced in accordance therewith. The parties acknowledge that if any provision of this Interlocal Contract is determined to be invalid or unenforceable, it is their desire and intention that such provision be reformed and construed in such a manner that it will, to the maximum extent practicable, give effect to the intent of this Interlocal Contract and be deemed to be validated and enforceable. Gender, Number and Headings. Words of any gender used in this Interlocal Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The headings and section numbers are for convenience only and shall not be considered in interpreting or construing this Interlocal Contract. Execution in Counterparts. This Interlocal Contract may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall be considered fully executed as of the date above first written, when all parties have executed an identical counterpart, notwithstanding that all signatures may not appear on the same counterpart. IN WITNESS WHEREOF, the parties have executed and attested this Interlocal Contract by their officers thereunto duly authorized. EXECUTED this day of 2009. [Signatures appear on the following page] 9 CITY OF ROUND ROCK, TEXAS CAPITAL AREA TRANSPO By: )11/1/L -- Alan McGraw, Mayor Date Signed: 12 • VA- . 0 9, FOR CITY, ATTEST: By: Sara L. White, City Secretary FOR CITY, ' ' ROVED AS TO FORM: By: �.:�L L• Stephan\ . Sheets, City Attorney 10 By: Da Date Signed: CITY of ROUND ROCK Service by Route 2 Service Hours 3 .. . popk.---0!! E E E