R-05-10-27-13D1 - 10/27/2005RESOLUTION NO. R -05-10-27-13D1
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 October 1, 2005 through September 30, 2006, 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 27th day of October, 2005.
TEST:
thti
WE L, Mayor
Ci of Round Rock, Texas
CHRISTINE R. MARTINEZ, City cretary
@PFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R51027D1.WPD/sc
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 , 2005, 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.
00091393/jkg
EXHIBIT
a „An
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 one (1) twelve-month period
from October 1, 2005 through and including September 30, 2006, unless terminated earlier in
accordance with applicable provisions herein.
Allowable Holding Over. After September 30, 2006, 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 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.
All such services shall be provided on a five-day per week basis, Monday through Friday,
excluding only official holidays observed by CARTS.
Upon notification by City to CARTS that City has received its share of Section 5307
funding, 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 Forty -Five and No/100 Dollars ($45.00) per hour of
service.
Until CARTS has been notified by City that City has received its share of Section 5307
funding, CARTS shall maintain services at a level not to exceed Three Hundred Twenty -Four
(324) hours per month at Forty -Five and No/100 Dollars ($45.00) per hour of service, that
equating to an amount not to exceed Fourteen Thousand Five Hundred Eighty and No/100
Dollars ($14,580.00) per month.
Within thirty (30) days of written notification to CARTS by City that City has received
its share of Section 5307 funding, CARTS shall increase services and scheduled routes as
indicated on Exhibit "A" attached hereto and incorporated herein by reference for all purposes.
The parties expressly agree that such increased services shall not exceed Five Hundred Fifty -
Seven (557) hours per month at Forty -Five and No/100 Dollars ($45.00) per hour of service, that
equating to an amount not to exceed Twenty -Five Thousand Sixty -Five and No/100 Dollars
($25,065.00) per month.
V.
OBLIGATIONS AND RESPONSIBILITIES OF CARTS
In addition to the obligation to provide the services delineated 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.
3
B. Until CARTS has been notified by City that City has received its share of Section
5307 funding, CARTS shall maintain services at a level not to exceed Three
Hundred Twenty -Four (324) hours per month at Forty -Five and No/100 Dollars
($45.00) per hour of service, that equating to an amount not to exceed Fourteen
Thousand Five Hundred Eighty and No/100 Dollars ($14,580.00) per month.
C. Within thirty (30) days of written notification to CARTS by City that City has
received its share of Section 5307 funding, CARTS shall increase services and
scheduled routes as indicated on Exhibit "A" attached hereto and incorporated
herein by reference for all purposes. The parties expressly agree that such
increased services shall not exceed Five Hundred Fifty -Seven (557) hours per
month at Forty -Five and No/100 Dollars ($45.00) per hour of service, that
equating to an amount not to exceed Twenty -Five Thousand Sixty -Five and
No/100 Dollars ($25,065.00) per month.
D. 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.
E. CARTS expressly agrees that, on any invoices to City, CARTS shall credit City
for fare revenues collected in Round Rock, Texas.
F. CARTS expressly agrees that it will adhere to all requirements of Title VI, 1964
Civil Rights Act, and attendant policies.
G. 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.
H. 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.).
VL
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.
4
C. City shall adhere to and follow all applicable rules and laws regarding Federal
Transit Administration Section 5307 funding.
D. City agrees to properly notify CARTS that City has received its share of Section
5307 funding.
E. City shall assist with marketing of CARTS' services through utilizing such
venues as City's monthly newsletter "Newsflash" 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.
VII.
FINANCIAL REPORTING REQUIRED; AUDIT RIGHTS
Annual Report. Annually, not later than three (3) months after the end of CARTS'
fiscal year, CARTS shall file with City's Director of Finance either an audited statement or a
sworn statement signed by an officer of CARTS, and such audited or sworn statement shall show
the revenues attributable to the operations of its services within City pursuant to this Interlocal
Contract. Such statement shall present, in a form approved by the City Manager, a detailed
breakdown of Gross Receipts/Gross Revenues. If CARTS elects to provide an audited
statement, 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 and any verified complaints, including but not limited to CARTS' operation of the
system, timeliness of the service, and failure to provide 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 audit" and/or reproduction during
normal business working hours. A City representative, or an outside representative engaged by
City, may perform such audits. 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.
5
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,
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
and to:
6
CARTS
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.
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 V.T.C.A., Texas Government Code, Chapter 2251, payment to
CARTS will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. CARTS may charge a late fee of one percent (1%) for payments not made in accordance
with this Prompt Payment policy; however, this policy does not apply to payment made by City
in the event:
7
(a) There is a bona fide dispute between City and CARTS concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
(b) The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
(c) There is a bona fide dispute between any parties and subcontractors or between a
subcontractor and its suppliers concerning supplies, materials, or equipment
delivered or the services performed which causes the payment to be late; or
(d) Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Interlocal Contract or other such contractual agreement.
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.
8
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.
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.
9
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 , 2005.
CITY OF ROUND ROCK, TEXAS CAPITAL AREA RURAL
TRANSPORTATION SYSTEM
By: By:
Nyle Maxwell, Mayor David Marsh, Executive Director
ATTEST:
By:
Christine R. Martinez, City Secretary
APPROVED AS TO FORM:
By:
Stephan L. Sheets, City Attorney
10
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e3!Ai S pOSOdo.Id
DATE: October 20, 2005
SUBJECT: City Council Meeting - October 27, 2005
ITEM: 13.D.1. Consider a resolution authorizing the Mayor to execute an
Interlocal Contract with the Capital Area Rural Transportation
System for public transportation services in Round Rock.
Department: Transportation Services
Staff Person: Thomas E. Word, Jr., Chief of Public Works Operations
Justification:
The Capital Area Rural Transportation System (CARTS) has provided public transportation
services in Round Rock for a number of years. This contract will provide public
transportation services for a 12 -month period. Subject to Federal funding, the level of
service and scheduled routes may be increased at the request of the City.
Funding:
Cost: Not to exceed $300,000
Source of funds: General Fund
Outside Resources: NA
Background Information:
Elderly and disabled citizens will continue to receive public transportation services.
Public Comment: NA
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 C1I _ , 2005, 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.
00091393/jkg
R-05- 10-2.1- 130i
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 one (1) twelve-month period
from October 1, 2005 through and including September 30, 2006, unless terminated earlier in
accordance with applicable provisions herein.
Allowable Holding Over. After September 30, 2006, 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 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.
All such services shall be provided on a five-day per week basis, Monday through Friday,
excluding only official holidays observed by CARTS.
Upon notification by City to CARTS that City has received its share of Section 5307
funding, 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 Forty -Five and No/100 Dollars ($45.00) per hour of
service.
Until CARTS has been notified by City that City has received its share of Section 5307
funding, CARTS shall maintain services at a level not to exceed Three Hundred Twenty -Four
(324) hours per month at Forty -Five and No/100 Dollars ($45.00) per hour of service, that
equating to an amount not to exceed Fourteen Thousand Five Hundred Eighty and No/100
Dollars ($14,580.00) per month.
Within thirty (30) days of written notification to CARTS by City that City has received
its share of Section 5307 funding, CARTS shall increase services and scheduled routes as
indicated on Exhibit "A" attached hereto and incorporated herein by reference for all purposes.
The parties expressly agree that such increased services shall not exceed Five Hundred Fifty -
Seven (557) hours per month at Forty -Five and No/100 Dollars ($45.00) per hour of service, that
equating to an amount not to exceed Twenty -Five Thousand Sixty -Five and No/100 Dollars
($25,065.00) per month.
V.
OBLIGATIONS AND RESPONSIBILITIES OF CARTS
In addition to the obligation to provide the services delineated 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.
3
B. Until CARTS has been notified by City that City has received its share of Section
5307 funding, CARTS shall maintain services at a level not to exceed Three
Hundred Twenty -Four (324) hours per month at Forty -Five and No/100 Dollars
($45.00) per hour of service, that equating to an amount not to exceed Fourteen
Thousand Five Hundred Eighty and No/100 Dollars ($14,580.00) per month.
C. Within thirty (30) days of written notification to CARTS by City that City has
received its share of Section 5307 funding, CARTS shall increase services and
scheduled routes as indicated on Exhibit "A" attached hereto and incorporated
herein by reference for all purposes. The parties expressly agree that such
increased services shall not exceed Five Hundred Fifty -Seven (557) hours per
month at Forty -Five and No/100 Dollars ($45.00) per hour of service, that
equating to an amount not to exceed Twenty -Five Thousand Sixty -Five and
No/ 100 Dollars ($25,065.00) per month.
D. 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.
E. CARTS expressly agrees that, on any invoices to City, CARTS shall credit City
for fare revenues collected in Round Rock, Texas.
F. CARTS expressly agrees that it will adhere to all requirements of Title VI, 1964
Civil Rights Act, and attendant policies.
G. 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.
H. 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.).
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.
4
C. City shall adhere to and follow all applicable rules and laws regarding Federal
Transit Administration Section 5307 funding.
D. City agrees to properly notify CARTS that City has received its share of Section
5307 funding.
E. City shall assist with marketing of CARTS' services through utilizing such
venues as City's monthly newsletter "Newsflash" 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.
VII.
FINANCIAL REPORTING REQUIRED; AUDIT RIGHTS
Annual Report. Annually, not later than three (3) months after the end of CARTS'
fiscal year, CARTS shall file with City's Director of Finance either an audited statement or a
sworn statement signed by an officer of CARTS, and such audited or sworn statement shall show
the revenues attributable to the operations of its services within City pursuant to this Interlocal
Contract. Such statement shall present, in a form approved by the City Manager, a detailed
breakdown of Gross Receipts/Gross Revenues. If CARTS elects to provide an audited
statement, 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 and any verified complaints, including but not limited to CARTS' operation of the
system, timeliness of the service, and failure to provide 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 audit and/or reproduction during
normal business working hours. A City representative, or an outside representative engaged by
City, may perform such audits. 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.
5
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,
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
and to:
6
CARTS
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.
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.
XL
PROMPT PAYMENT POLICY
In accordance with V.T.C.A., Texas Government Code, Chapter 2251, payment to
CARTS will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. CARTS may charge a late fee of one percent (1 %) for payments not made in accordance
with this Prompt Payment policy; however, this policy does not apply to payment made by City
in the event:
7
(a) There is a bona fide dispute between City and CARTS concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
(b) The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
(c)
There is a bona fide dispute between any parties and subcontractors or between a
subcontractor and its suppliers concerning supplies, materials, or equipment
delivered or the services performed which causes the payment to be late; or
(d) Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Interlocal Contract or other such contractual agreement.
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.
8
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.
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.
9
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 0
CITY OF ROUND ROCK, TEXAS
By:
, 2005.
ATTEST:
By:
axwel , Mayor
Christine R. Martinez, City Secretary
APPROVED AS TO FORM:
By:
Stephan . Sheets, City Attorney
10
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