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HomeMy WebLinkAboutR-2116-11-02RESOLUTION NO. 211(11-02 ' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, APPROVING THE TERMS AND CONDITIONS OF AN INTERLOCAL COOPERATION AGREEMENT BY AND BETWEEN THE CITY OF ALLEN AND THE CITIES OF FRISCO AND PLANO, UNDER WHICH ALLEN, FRISCO AND PLANO WILL OPERATE A JOINT RADIO COMMUNICATIONS SYSTEM FOR PUBLIC SAFETY AND MUNICIPAL GOVERNMENT SERVICES; AUTHORIZING ITS EXECUTION BY THE CITY MANAGER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, authorizes governmental entities to contract with each other to perform government functions and services under the terms thereof; and, WHEREAS, the City Council has been presented a proposed Amendment to Interlocal Agreement Between City of Allen, City of Frisco and City of Plano for the Joint Radio System, a substantial copy of which is attached and incorporated herein by reference (hereinafter called "Amendment'); and, WHEREAS, upon full review and consideration of the Agreement, and all matters attendant and related thereto, the City Council is of the opinion that the terms and conditions of the Agreement should be approved, and that the City Manager should be authorized to execute the Agreement on behalf of the City of Allen. ' NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, THAT: SECTION 1. The City Manager is hereby authorized to execute the attached Amendment to the Inter -local Agreement for a Joint Radio Communications System for Municipal Services SECTION2. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Allen, and it is accordingly so resolved. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, ON THIS THE 26r" DAY OF NOVEMBER, 2002. Mllatkwl 319 �7f0p Stephen Terrell, MAYOR /ATTEST,: JutYy Mardian, CMC/MMCA, CITY SECRETARY ' FIRST AMENDMENT TO INTERLOCAL AGREEMENT BETWEEN CITY OF ALLEN, CITY OF FRISCO AND CITY OF PLANO FOR JOINT RADIO SYSTEM TAX THE STATE OF TEXAS COUNTY OF COLLIN WHEREAS, the cities of Allen, Frisco and Plano entered into an Interlocal Agreement (hereinafter "Agreement") for a Joint Radio Communications System for Municipal Services (hereinafter "Joint System"), in June, 1998, a copy which is attached as Exhibit "A;" and WHEREAS, Allen, Frisco and Plano desire to amend Section VI. of the Agreement, as allowed by Section XIII., to provide for the use and disposition of equipment related to the Joint System that was paid in whole or part with Tax Notes. NOW, THEREFORE, in consideration of the recitals set forth above, which are adopted herein verbatim as If fully set forth at length, the parties agree as follows: This First Amendment to the Agreement ("Amendment") is made and entered into on this the _ day of , 2002, by and between the CITY OF ' ALLEN, a home -rule municipal corporation with the authorization of its governing body, (hereinafter referred to as "Allen"), the CITY OF FRISCO, TEXAS, a home -rule municipal corporation with the authorization of its governing body, (hereinafter referred to as "Frisco") and the CITY OF PLANO, TEXAS, a home -rule municipal corporation with the authorization of its governing body, (hereinafter referred to as "Plano"), hereafter collectively referred to as the "Parties." The Parties agree that with the exception of Section VI. of the Agreement, all other terms and conditions of the Agreement are unchanged and shall remain in full force and effect. In the event of any conflict between this Amendment and the Agreement, the Amendment shall control. The Parties agree that Section VI. Acquisition/Disposition of Assets of the Agreement is hereby modified to read in its entirety as follows: "Assets acquired under this Agreement by each Party must be acquired and disposed of in accordance with applicable law and the Parties' respective City Charters. Proceeds for assets shall be divided in accordance with the same procedure required for cost sharing applied to the parties at the time the asset was acquired. For example, each Party shall receive a percentage of the proceeds. The percentage received by each Party shall be based upon the amount of money paid by such Party individually after the initial investment identified in this Agreement. This amount would be proportionate to the total amount of money paid by the Parties after such initial investment. Amendment to Agreement Resolution No. 2116-11-02(R), Page 2 The Parties recognize that the Joint System was paid, whether in whole or part with Tax Notes issued by one or more of the Parties. The payment of the Joint System using Tax Notes requires special consideration with regard to use and disposal of the equipment associated with the Joint System. The Parties agree that any equipment associated with the Joint System that was purchased with Tax Notes shall be used for public purposes only. Upon termination of the Agreement or earlier disposition of the property, all outstanding Tax Notes must be satisfied and the equipment must be determined to be functionally obsolete if it is disposed of for private use. The final disposition of any equipment purchased with Tax Notes shall be agreed upon by all Parties to this Agreement. Each Party paying for assets to be acquired or making any type of payment pursuant to this Agreement shall make such payments from current revenues legally available to that respective Party." IN WITNESS WHEREOF, the parties enter into this Amendment on the date first written above. CITY OF ALLEN, TEXAS BY: Name: Ff. v; -- Title: APPROVED AS TO FORM: CITY ATTORNEY APPROVED AS TO FORM: CITY ATTORNEY CITY OF FRISCO, TEXAS M Name: Title: Amendment to Agreement Resolution No. 2116-11-02(R), Page 3 CITY OF PLANO, TEXAS BY: APPROVED AS TO FORM: Diane C. Wetherbee, CITY ATTORNEY Thomas H. Muehlenbeck CITY MANAGER ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on the �- day of 2002 by YP'i'ef N. \/.ar•aas , City Manager of the CITY OF ALLEN, TEXAS, a home -rule municipal corporate , on behalf of said corporation. ` KAY DRESCHER j' Notary Public ]_ State MTexas ��har��r My Comm Exp. c6-t6-2xW STATE OF TEXAS COUNTY OF COLLIN �ct-c;f. PCS-LA.-C�Y�QN Notary Publi , State of Texas This instrument was acknowledged before me on the day of , 2002 by , City Manager of the CITY OF FRISCO, TEXAS, a home -rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas Amendment to Agreement Resolution No. 2116-11-02(R), Page 4 u ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on the day of , 2002 by THOMAS H. MUEHLENBECK, City Manager of the CITY OF PLANO, TEXAS, a home -rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas Amendment to Agreement Resolution No. 211611-02(R), Page 5 EXHIBIT 'A' AGREEMENT BETWEEN THE CITY OF PLANO AND THE CITY OF ALLEN AND THE CITY OF FRISCO FOR A JOINT RADIO COMMUNICATIONS SYSTEM FOR MUNICIPAL SERVICES This Agreement is made between the CITY OF PLANO, TEXAS, a home - rule municipal corporation with the authorization of its governing body, (hereinafter referred to as "Plano"), the CITY OF ALLEN, TEXAS, a home rule municipal corporation with the authorization of its governing body, (hereinafter referred to as "Allen") and the CITY OF FRISCO, TEXAS, a home rule municipal corporation with the authorization of its governing body„ (hereinafter referred to as "Frisco"), as follows: WITNESSETH: WHEREAS, Plano, Allen and Frisco are political subdivisions within the State of Texas, and each is engaged in the provision of governmental services for the benefit of its citizens; and WHEREAS, the Interlocal Cooperation Act, Texas Government Code, Chapter 791, as amended (the "Act") provides authority for local governments of the State of Texas to enter into interlocal agreements with each other for the purpose of performing governmental functions and services as set forth in the Act; and WHEREAS, each of the municipalities owns and operates its own independent radio system for the purpose of providing radio communications in support of its governmental operations; and WHEREAS, each of the municipalities has investigated and determined that it would be advantageous and beneficial to the citizens within its respective municipality to provide increased channel capacity within its respective radio system; and WHEREAS, in order to provide increased channel capacity for use by each of the municipalities and its respective users, and in order to facilitate future growth, Plano, Allen and Frisco desire to enter into an Interlocal Agreement to provide a Joint Radio Communications System for Municipal Services (hereinafter "Joint System"); and ' Interlocal Agreement Between the City of Plano, the City of Allen and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 2116-11-02(R), Page 6 ' WHEREAS, use of this Joint System will provide for an increased functional system coverage area for each city which will facilitate future growth, ensure safe, effective and efficient communications, and benefit the greatest number of citizens both now and in the future; and WHEREAS, this Agreement will provide the framework for administering the Joint System, and the costs associated with implementation, maintenance and operation of the Joint System will be distributed among Plano, Allen, and Frisco. NOW, THEREFORE, Plano, Allen and Frisco, (hereinafter collectively referred to as "Party" or "Parties"), for and in consideration of the mutual benefits and obligations set forth in this Agreement, agree as follows: I. ADMINISTRATION OF THE JOINT COMMUNICATIONS SYSTEM 1.01 Coordinating Committee. Operation and administration of the Joint System shall be the responsibility of a Coordinating Committee, comprised of one (1) member from each City, appointed by the respective City Manager ' (hereinafter "Coordinating Committee"). One (1) additional ex -officio member shall be selected jointly by the three (3) City Managers to serve as Chairperson of the Coordinating Committee and to assist the Committee, but shall have no voting authority. The Coordinating Committee's duties will be to make recommendations to the respective Parties' governmental bodies of system changes, upgrades, additional uses and any other aspects of the Joint System. Payment of monies pursuant to the terms and obligations of this Agreement must be approved by the governing bodies or their designees of each of the Parties as required by their respective City Charters and ordinances Administrative decisions may be made by the Coordinating Committee as allowed under Section VII. and Section I. §1.02. 1.02 Technical Committee A committee of technical personnel shall be selected to advise the Coordinating Committee (hereinafter "Technical Committee"). Each City's Coordinating Committee member shall be able to appoint up to three (3) persons to serve on the Technical Committee. Technical Standards for the operation of the Joint System shall be developed by the Technical Committee and approved by a majority of the Coordinating Committee. As used in this Agreement, a "majority" shall mean at ' Interlocal Agreement Between the City of Plano, the City of Allan and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 211611-02(R), Page 7 ' least 51% of the "Voting Rights" as allocated in Section 3 herein. Once approved, these standards must be compatible with existing equipment and may not violate any of the terms of this agreement or of any existing maintenance or hardware agreement. . II. FUTURE EXPANSION OF THIS AGREEMENT 2.01 Parties to this Agreement. All third parties who are served by the respective radio systems of Plano, Allen, and Frisco at the time of signing of this Agreement may participate in the Joint System created by this Agreement. However, for purposes of this Agreement, including its intended operation and effect, the Parties specifically agree and contract that: (1) this Agreement only affects the Parties hereto, and is in no way intended by the Parties to benefit or otherwise affect any third person or entity not a party hereto, notwithstanding the fact that such third person or entity may be in a contractual relationship with Plano, Allen, or Frisco, either individually or collectively; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations owing by them to any of the Parties or to create any rights for the benefit of third parties, unless expressly provided herein. ' 2.02 Addition of Users. Upon the approval of a majority of the Parties, this Agreement may be amended by written agreement so that additional users may utilize the Joint System under the terms and conditions acceptable to all Parties. In addition to any other obligations, any third party added to the Joint System shall also be required to pay a rate established by the Coordinating Committee, and if required by Charter or ordinance, approved by the respective governing bodies of Plano, Allen, and Frisco. III. OWNERSHIP INTERESTS OF THE PARTIES 3.01 Radio License Modification. Within ninety (90) days of execution of this Agreement, the Parties agree to make application to transfer their respective individually owned Federal Communications Commission (FCC) licenses into Licenses jointly owned by the Parties. 3.02 Hardware / Software. Each Party shall retain individual ownership of its respective hardware and software purchased prior to, or as a part of this ' Interlocal Agreement Between the City of Plano, the City of Allen and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 2116-11-02(R), Page 8 L Agreement. All communications and operating equipment owned by each Party will continue to be separately owned by such Party. 3.03 Recommendations regarding changes, upgrades, and maintenance costs for the Joint System will be made to the Parties by the Coordinating Committee with the voting rights for such issues to be determined as follows. 'Voting Rights" for the purposes set forth in the preceding paragraph shall be determined by the percentage of each Party's initial investment based upon the actual cost of infrastructure brought into the Joint System by each Party and the number of subscribers attributable to each Party compared to the total cost of the system. The following is a detail of the figures used to determine voting rights pursuant to this paragraph. Initial Number of Investment Subscribers Voting Right Plano $2,032,826.00 1250 74.5 Frisco $ 384,295.00 141 11.5 Allen $ 384,295.00 220 14.0 3.04 Change in Voting Rights Upon written request of any Party, the determination of voting rights using factors described above shall be evaluated by the Coordinating Committee for recommended changes. IV. FINANCING AND INFRASTRUCTURE COST SHARING 4.01 The total cost of implementing this Joint System is estimated at ONE MILLION EIGHTY FIVE THOUSAND NINE HUNDRED AND TWENTY- FOUR DOLLARS AND 00/100 DOLLARS ($1,085,924.00). The following is a breakdown of the estimated cost: • Install 15 Channel Frisco Site $701,924 (paid by Allen and Frisco) • Upgrade Plano Site to 15 Channels 284,000 (paid by Plano) • Upgrade Plano Site to Link Frisco/Allen 100,000 jointly shared by the Parties hereto) Interlocal Agreement Between the City of Plano, the City of Allen and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 2116-11-02(R), Page 9 be: Based on the above, the infrastructure cost for each of the parties shall Plano: $317,334 Allen: $384,295 Frisco: $384,295 Each Party incurring the costs has the sole responsibility to make payment to Vendors providing equipment and services for the Joint System to that Party. In no event shall any Party be held liable for debts incurred by any other Party as a result of expenditures made pursuant to this Agreement. 4.02 Full Time Radio Technician. Plano shall furnish a full time radio technician for the purpose of providing service and maintenance of radios and the Joint System. Plano shall also provide the necessary space, supplies and equipment and training for this technician. The estimated base salary and benefit cost for the technician is approximately $42,000.00 and shall be divided equally between the Parties ($14,000.00 annually for each city during the first year of the technician's employment). Plano shall pay for all increases in the cost of benefits for the technician The Parties shall share the cost of increases in the technician's salary equally; provided however, that no salary increase may exceed six percent (6%) per year and no Party shall pay more than two percent (2%) of such salary increase per year. ' 4.03 Comprehensive Maintenance Agreement for Equipment. The Parties agree that consistent with and to the extent allowed by all laws governing purchases made by municipalities, they will enter into one comprehensive maintenance agreement for the Joint System. Each Party shall pay its respective share of the cost of the comprehensive maintenance agreement directly to the vendor or vendors supplying service and materials pursuant to the comprehensive maintenance agreement for its respective share, and such payments shall be equivalent to the amount required to cover each Party's infrastructure. 4.04 Maintenance Fund. The Parties agree that there will be participants who receive beneficial use of the Joint System although not a party hereto. The Parties agree to charge participants a reasonable fee, as set by the Coordinating Committee, for this use and such fees shall be remitted to Plano for the benefit of the parties to this Joint Agreement. These funds shall be used to pay maintenance expenses. Any additional monies or fees shall be used for repairs, upgrades or other enhancements to the Joint System. Plano shall establish a maintenance fund which shall be used as recommended by the Coordinating Committee and approved by each Party's governing body. ' Interlocal Agreement Between the City of Plano, the City of Allen and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 2116-11-02(R), Page 10 ' V. JOINT SYSTEM USE AND STANDARDS 5.01 Rules. To maintain an effective and safe system, the following rules shall apply: a. Talkgroups. A talkgroup is comparable to a "channel" used on a conventional system. The tens "talkgroup" shall mean a group of radio users in a common functional responsibility who transmit and talk among themselves. The number of talkgroups that each Party to this Agreement may maintain shall not exceed fifteen percent (15%) of the total number of their respective subscriber units as hereinafter defined. For example, a city with 500 subscriber units, shall have no more than 75 talkgroups. The number of talkgroups used by third parties shall be determined by the Coordinating Committee. b. Subscriber Units. Subscriber Units are individual radios. There shall be no limit on the number of Subscriber Units that any of the Parties utilize on the Joint System. ' C. Equipment. No Party shall purchase, install or use equipment on the Joint System, unless such use is approved by the other parties in writing. If at the time of signing of this Agreement, any Party hereto does not have fully type -accepted equipment, such Party shall replace such nonconforming equipment with conforming equipment within three (3) years from the date of this Agreement. Type -accepted equipment is equipment that is FCC approved on a "Smart Net System." 5.02 Joint System Priorities. The Parties agree that radio transmission for the Joint System is as follows from highest to least priority: 1. Emergency Activations 2. Community Warning Systems 3. Police/Fire/EMS 4. Non Public Safety - Special Events 5. Non Public Safety - Schools 6. Non Public Safety ' Interlocal Agreement Between the City of Plano, the City of Allen and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 2116-11-02(R), Page 11 ' vl. ACQUISITION/DISPOSITION OF ASSETS Assets acquired under this Agreement by each Party must be acquired and disposed of in accordance with applicable law and the Parties' respective City Charters. Proceeds for assets shall be divided in accordance with the same procedure required for cost sharing applied to the parties at the time the asset was acquired. For example, each Party shall receive a percentage of the proceeds. The percentage received by each Party shall be based upon the amount of money paid by such Party individually after the initial investment identified in this Agreement. This amount would be proportionate to the total amount of money paid by the Parties after such initial investment. Each Party paying for assets to be acquired or making any type of payment pursuant to this Agreement shall make such payments from current revenues legally available to that respective Party. VII. SYSTEM MANAGEMENT AND OPERATION The City of Plano shall perform the day to day operation and management of the Joint System. Policies and procedures for specific management issues shall be pre -determined and approved by the Coordinating Committee. The Coordinating Committee shall make all decisions regarding matters other than the day to day operation and management of the Joint System. VIII. MAINTENANCE AGREEMENTS To the extent allowed by laws governing purchases made by municipalities, all tower site equipment shall be placed under one (1) comprehensive maintenance agreement. Any additional maintenance agreements for consoles, subscriber units, and other non -tower site equipment shall be the sole responsibility of the individual Party entering into such agreement. IX. TERMINATION OF THE AGREEMENT This Agreement shall be automatically renewed annually for a period of ten (10) one year terms in order to allow each Party the opportunity to recover their investment, unless terminated earlier as provided herein. Should Interlocal Agreement Between the City of Plano, the City of Allen and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 211&11-02(R), Page 12 circumstances exist that require one or more parties to terminate this Agreement, then such termination shall be with the following conditions: This Agreement may be terminated upon one (1) year written notice to the other Parties by the Party seeking termination. Upon termination, the Party terminating shall be entitled to seek an FCC license with the same frequencies which the Party had prior to the execution of this Agreement. Reimbursement - The Party terminating this Agreement shall reimburse the remaining Parties for investments made during the period of this Agreement for the Joint System by repaying a percentage of the investment attributable to the upgrades provided to the Party seeking termination. a. Upon termination occurring during years 1 through 4 of this Agreement, the terminating Party shall reimburse the Joint System for 75% of the investments, i.e., enhancements, upgrades and other expenditures attributable to the use of the Joint System by the terminating Party up to the date of termination. b. Upon termination occurring during years 5 through 7 of this Agreement, the terminating Party shall reimburse the Joint System for ' 50% of the investments, i.e., enhancements, upgrades and other expenditures attributable to the use of the Joint System by the terminating Party up to the date of termination. C. Upon termination occurring during years 8 through 10 of this Agreement, the terminating Party shall reimburse the Joint System for 25% of the investments, i.e., enhancements, upgrades and other expenditures attributable to the use of the Joint System by the terminating Party up to the date of termination. X. RELEASE AND HOLD HARMLESS Each of the Parties does hereby agree to waive all claims against, release, and hold harmless the other Parties and their respective officials, officers, agents, representatives, and employees, in both their public and private capacities, from any and all liability, claims, suits, demands, losses, damages, attorneys fees, and costs, including all expenses of litigation or settlement, or causes of action which may arise by reason or injury to or death of any person or for loss of, damage to, or loss of use of any property arising out of or in connection with the acts or omissions of their respective officials, officers, ' Interlocal Agreement Between the City of Plano, the City of Allen and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 211611-02(R), Page 13 agents, representatives, and employees related to or arising out of the performance of this Agreement. In the event that a claim is filed, each Party shall be responsible for its proportionate share of liability. The Parties agree that each shall be liable only for damages, including attorneys fees and costs, related to or arising out of the intentional or negligent act or omission of their respective officials, officers, agents, representatives, and employees in the performance of this Agreement. XI. IMMUNITY It is expressly understood and agreed that, in the execution of this Agreement, no Party waives, nor shall be deemed hereby to have waived any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. By entering into this Agreement, the Parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in parties not signatories hereto. XII. ' ASSIGNMENT AND SUBLETTING The Parties shall not assign, sublet, subcontract or transfer any interest in this Agreement without the prior written consent of the other Parties. No assignment, delegation of duties or subcontract under this Agreement will be effective without the written consent of the Parties. XIII. ENTIRE AGREEMENT This Agreement represents the entire and integrated agreement between Plano, Allen, and Frisco and supersedes all prior negotiations, representations and/or agreements, either written or oral with regard to the subject matter hereof. This Agreement may be amended and modified only by written instrument signed by all Parties. XIV. NOTICES Unless notified otherwise in writing in accordance with this section, all notices required to be given to any Party hereto shall be in writing and delivered Interlocal Agreement Between the City of Plano, the City of Allen and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 211611-02(R), Page 14 ' in person or sent by certified mail, return receipt requested, to the respective Parties at the following addresses: Allen Representative: Plano Representative: Chief of Police Director of Public Safety Communications Allen Police Department City of Plano Three Allen Civil Plaza P.O. Box 860356 Allen, Texas 75013 Plano, TX 75086-0358 (972)727-0200 (972)516-2411 Frisco Representative: Chief of Police Frisco Police Department 8750 McKinney Road Suite 500 Frisco, Texas 75034 (972)335-5502 XV. AUTHORITY TO SIGN/CITY COUNCIL AUTHORIZATION ' The undersigned officer and/or agents of the Parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the Parties hereto. Plano has executed this Agreement pursuant to duly authorized action of the City Council on , 1998. Allen has executed this Agreement pursuant to duly authorized action of the City Council on , 1998. Frisco has executed this Agreement pursuant to duly authorized action of the City Council on '1998. XVI. SEVERABILITY The provisions of this Agreement are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of this Agreement is for any reason held to be contrary to the law or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of the Agreement. However, upon the occurrence of such event, any Party may terminate this Agreement by giving the other Parties thirty (30) days written notice. Interlocal Agreement Between the City of Plano, the City of Allen and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 2116-11-02(R), Page 15 XVII. VENUE This Agreement and any of its terms or provisions, as well as the rights and duties of the Parties hereto, shall be governed by the laws of the State of Texas. The Parties agree that this Agreement shall be enforceable in Collin County, Texas, and, if legal action is necessary, exclusive venue shall lie in Collin County, Texas. XVIII. INTERPRETATION OF AGREEMENT This is a negotiated document. Should any part of this Agreement be in dispute, the Parties agree that the terms and provisions of this Agreement shall not be construed more favorably for or strictly against any Party. XIX. REMEDIES No right or remedy granted herein or reserved to the Parties is exclusive ' of any right or remedy granted by law or equity; but each shall be cumulative of every right or remedy given hereunder. No covenant or condition of this Agreement may be waived without the express written consent of the parties. It is further agreed that one (t) or more instances of forbearance by any Party in the exercise of its respective rights under this Agreement shall in no way constitute a waiver thereof. XX. SUCCESSORS AND ASSIGNS The Parties bind themselves, their respective successors, executors, administrators and assigns, to the other Parties to this contract. References in this Agreement to Plano, Allen, and Frisco, whether individually or collectively, includes the successors and assigns of each of the respective Parties. XXI. DISPUTE RESOLUTION In the event of a dispute regarding any aspect of this Agreement, the Coordinating Committee shall act as mediator. If the Coordinating Committee is unable to agree on a resolution, then the issue shall be referred to a joint meeting of the City Managers of each of the Parties. If the matter continues to Interlocal Agreement Between the City of Plano, the City of Allen and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 2116-11-02(R), Page 16 remain unresolved after this process, the Parties shall refer the matter to outside mediation for resolution prior to engaging in litigation. XXII. GOVERNMENTAL FUNCTION The Parties have determined by their execution of this Agreement that this Agreement and the obligations of the Parties contained herein are in discharge of a governmental function as set forth in the Interlocal Cooperation Act, and participation in this Agreement by one Party shall not be construed as creating any kind of agency relationship, partnership, or joint enterprise between the Parties. XXIII. HEADINGS The headings of this Agreement are for convenience of reference only and shall not affect in any manner any of the terms and conditions of this Agreement. XXIV. DUPLICATE ORIGINAL DOCUMENTS ' This Agreement will be executed in three identical counterparts, each of which shall be deemed an original for all purposes. EXECUTED this the day of 1998. CITY OF ALLEN, TEXAS 99 APPROVED AS TO FORM: Name: Title: ' Interlocal Agreement Between the City of Plano, the City of Allen and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 2116-11-02(R), Page 17 CITY OF FRISCO, TEXAS =l'A APPROVED AS TO FORM: Name: Title: CITY OF PLANO, TEXAS IVIN ' APPROVED AS TO FORM: Diane C. Wetherbee, CITY ATTORNEY Thomas H. Muehlenbeck City Manager Interlocal Agreement Between the City of Plano, the City of /Ulan and the City of Frisco for a Joint Communications System Exhibit " A" to First Amendment Resolution No. 211611-02(R), Page 18 E ACKNOWLEDGMENTS STATE OF TEXAS ) COUNTY OF ) This instrument was acknowledged before me on the _ day of 1998, by of the CITY OF ALLEN, TEXAS, a on behalf of such STATE OF TEXAS ) ) COUNTY OF ) Notary Public, State of Texas This instrument was acknowledged before me on the day of ' by the , of the CITY OF PRISCO, TEXAS, a . on behalf of such Notary Public, State of Texas STATE OF TEXAS ) COUNTY OF COLLIN ) This instrument was acknowledged before me on the day of , 1998 by THOMAS H. MUEHLENBECK, City Manager of the CITY OF PLANO, TEXAS, a home -rule municipal corporation, on behalf of such corporation. Notary Public, State of Texas ' Interlocal Agreement Between the City of Plano, the City of Allen and the City of Frisco for a Joint Communications System Exhibit "A" to First Amendment Resolution No. 2116-11-02(R), Page 19