Loading...
HomeMy WebLinkAboutResolution - 2018-R0231 - Interlocal Transit System Management - Texas Tech University - 07/26/2018Resolution No. 2018-RO231 Item No. 6.9 July 26, 2018 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, an Interlocal Transit System Management Agreement for transportation services, by and between the City of Lubbock and Texas Tech University, a Texas public institution of higher education, and related documents. Said Agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on July 26, 2018 DANIEL M. POPE, MAYOR ATTEST: Reb ca Garza, City Secret ry .—) APPROVED AS TO CONTENT: Ifff."Iffil 90awA Assistant APPROVED AS TO FORM: R n ooke, Assistant City Attorney RES.Interlocal Transit System Management Agreement 7.17.2018 INTERLOCAL TRANSIT SYSTEM MANAGEMENT AGREEMENT This Interlocal Transit System Management Agreement (the "Agreement"), is by and between the City of Lubbock, Texas, a Home Rule Municipal Corporation (the "City"), and Texas Tech University at Lubbock, Texas, a Texas public institution of higher education (the "University"), and the City and the University (each individually a "Party," and collectively, the "Parties"), acting by and through the Parties' duly authorized officers and elected officials, and shall become effective on September 1, 2018 (the "Effective Date"). RECITALS WHEREAS, the Parties are aware of the traffic and parking challenges on the Lubbock campus of the University (the "Campus") as it relates to the expanding campus, enrollment growth, and the increasing number of commuting students, staff, and faculty of the University; and WHEREAS, the Parties desire to relieve the traffic congestion and to expedite transit between areas in and immediately adjacent to the Campus; and WHEREAS, through its authority under Texas Government Code Chapter 791, in which the City may contract with the University to perform governmental functions and services for public health and welfare, the City desires to provide the equipment and staff to help relieve the traffic congestion and to expedite transit between areas in and immediately adjacent to the Campus; and WHEREAS, the Parties have contracted for many years for the provision of bus service to help relieve traffic congestion and to expedite transit between areas in and immediately adjacent to the Campus; and WHEREAS, this Agreement embodies the full intention of the Parties; NOW, THEREFORE, THE PARTIES, FOR GOOD AND VALUABLE CONSIDERATION, AGREE AS FOLLOWS: gm D1 ol► 1 �1►11 Y Article 1. Term A. The bus service contemplated under this Agreement shall be provided by the City for the University for a term of two (2) years, beginning September 1, 2018 and ending August 31, 2020, at an hourly rate as set forth in this Agreement (the "Term"). B. Either Party may terminate this Agreement for convenience upon thirty (30) days' written notice delivered to the other Party by registered mail. C. In the event that any of the provisions of this Agreement are violated by either Party, the violating Party will be deemed in default of this Agreement. The non -defaulting Party may serve upon the defaulting Party a written notice specifying such default. If, within ten (10) business days after receipt of the written notice of default, the defaulting Party takes no steps to begin to correct such default, then the non -defaulting Party may terminate or suspend this Agreement for cause. If either Party suspends this Agreement for cause, such suspension is limited to a total of ten (10) cumulative days. All work performed under this Agreement prior to the effective date of such termination or suspension shall be paid according to the terms of this Agreement. Interlocal Transit System Management Agreement — City of Lubbock & Texas Tech University — 2018 Page 1 Article 2. Scone of Services A. The Parties hereby agree that a University bus service utilizing up to forty (40) buses shall be provided for the University by the City or the City's agent. The City shall furnish buses having a seating capacity with a manufacturer's rating of not less than thirty-three (33) with driver - operated front and side doors — with the exception of the Tech Terrace route, which shall have a seating capacity not less than twenty-one (21). The City shall provide the necessary personnel to service the route or routes designated by the University during the Term. The number of buses and the operating periods shall be subject to continuous review, and the University shall advise the City with regard to the University's bus service needs and with respect to any changes in the number of buses or operating periods required under this Agreement. Subject to equipment availability, any changes to the services contemplated under this Agreement shall be instituted by the City within five (5) days after receipt of written notice from the University. Initial service, commencing on September 1, 2018, shall be on a schedule provided by the University prior to that date. B. While providing the bus services contemplated under this Agreement, the City shall use buses that are in a good and safe mechanical condition, buses that are in a reasonably clean condition, and competent and duly licensed bus drivers. The City shall assume full and complete responsibility for the requirements of this Section, and the University assumes no obligations whatsoever for the same. The City agrees to maintain and operate the bus service contemplated under this Agreement in a safe, efficient, and lawful manner, and in so doing, shall comply with all applicable statutes, municipal ordinances, and traffic rules and regulations promulgated by the University. C. In the event that during the Term, a change in or extension of route, removal of a route, or addition of a new route is necessary or desirable, the City shall make such changes or extensions of a route or routes, shall remove a route, or shall add a new route upon the University's request. The changes to be made by the City shall be subject to the conditions and limitations set forth in this Agreement. If additional buses are required in order to meet the demand for the bus service contemplated under this Agreement during any portion of the Term, then the City, upon receipt of the University's written request and upon the City's ability to provide additional buses, shall provide such additional buses subject to the terms of this Agreement. The University may terminate any such changes, extensions, or new routes upon five (5) days' written notice to the City. D. The University has the exclusive right to determine the on Campus bus routes provided by the City according to this Agreement. The University shall have the sole discretion to determine the routes for independent bus companies or buses from housing facilities that unload passengers on the Campus. Service order bus charters provided by the City or any other company are permitted on the Campus for touring purposes only. E. Buses shall stop to receive or discharge passengers using the bus service contemplated under this Agreement at such points off of the Campus as shall be agreed upon from time to time between the City and the University. The City shall provide signage indicating a bus stop at all agreed upon locations off of the Campus of the University. F. The City shall exercise due diligence to adhere to the time schedules for the bus services contemplated by this Agreement as such schedules shall be agreed upon by the Parties. Minor Interlocal Transit System Management Agreement — City of Lubbock & Texas Tech University — 2018 Page 2 deviations from bus services time schedules due to variations in traffic, weather, or load conditions shall not be deemed to be a default of this Agreement. G. The City shall not collect fares from the passengers of the bus service contemplated under this Agreement, but shall charge the University for providing bus service on the Campus as follows: During the period from September 1, 2018, and August 31, 2020, the City will provide an estimated thirty-six thousand four hundred and one and fifty-one hundredths (36,401.51) hours of service at a base rate of fifty-five dollars ($55.00) per hour, for a total of two million two thousand and eighty-three dollars and five cents ($2,002,083.05), with such hours being calculated based on the published 2018-19 school calendar. H. The City shall not collect fares from the passengers of the bus service contemplated under this Agreement, but shall charge University for providing bus service off of the Campus as follows: During the period from September 1, 2018, and August 31, 2020, the City will provide an estimated thirty-two thousand nine hundred and twenty-one and forty- nine hundredths (32,921.49) hours of service at a base rate of fifty-five dollars ($55.00) per hour, for a total of one million eight hundred and ten thousand six hundred and eighty-one dollars and ninety-five cents ($1,810,681.95), with such hours being calculated based on the published 2018-19 school calendar. I. The total estimated charges for the on Campus and off Campus bus service contemplated under this Agreement for the Term, calculated by adding the total charges in Sections G and H of this Article, and excluding any additional charges contemplated in this Agreement for the Term, shall be three million eight hundred and twelve thousand seven hundred and sixty-five dollars ($3,812,765.00). J. The City's charges for on Campus and off Campus bus services shall be adjusted each month to reflect any change above the monthly average of the actual price paid per gallon of fuel in that month by the City on a base figure of two dollars and thirty cents ($2.30) per gallon. The adjustments shall be based on a fuel consumption rate of two and one half (2.5) gallons per hour of operations per vehicle and shall be calculated using the following formula: Adjusted Hourly Rate per Vehicle = Base Rate + (2.5 x Fuel Cost Above $2.30 per Gallon) K. The City shall present the University with a detailed invoice on or before the fifteenth (151h) day of each month for the prior month's hours of bus service provided under this Agreement. Such invoice is to be paid by the University no later than thirty (30) days after receipt of the invoice, in accordance with State law. The City shall provide an income and expense statement at the end of the Term. L. The Parties acknowledge that the discount base rate of fifty-five dollars ($55.00) shall apply only if the total annual number of bus service hours under this Agreement is sixty-seven thousand five hundred (67,500) hours or greater. In the event the total annual Dumber of bus service hours contemplated under this Agreement is less than sixty-seven thousand five hundred (67,500) hours, then the standard base rate of fifty-six dollars and thirty-five cents Interlocal Transit System Management Agreement - City of Lubbock & Texas Tech University — 2018 Page 3 ($56.35) shall be applied retroactively from the start date of the Term for all bus services provided by the City during the Term. M. The Parties acknowledge that the discount base rate of fifty-five dollars ($55.00), subject to the discount base rate described above in Section L, shall apply only if all available services are provided, including S Bus, Night Owl, and/or Taxi service. In the event a service is not provided, the base rate shall increase by twenty-five cents ($0.25) per hour for each service not provided; i.e. if S Bus service is not provided the base rate shall be fifty-five dollars and twenty- five cents ($55.25). In the event a service is not provided and the total annual number of bus service hours under this Agreement is less than sixty-seven thousand five hundred (67,500) hours the base rate shall increase by twenty-five cents ($0.25) per hour for each service not provided in addition to the standard base rate of fifty-six dollars and thirty-five cents ($56.35) applied retroactively from the start date of the Term for all bus services provided by the City during the Term. N. The City shall not charge any University student to ride any fixed City bus route published online at http:,/uAvAv.citibus.coi-n/page/routes if the student shows a current University Student Identification Card to the driver of the bus. O. In an emergency situation on the Campus, the Managing Director of University Transportation & Parking Services is the Emergency Transportation Officer. During an emergency situation, the transportation of people may have to be facilitated or restricted from areas at risk and in support of response and recovery activities. The Emergency Transportation Officer, working as a part of the Emergency Operations Center, has responsibility for arranging for or providing the transportation needed to support emergency operations. The City will continue to provide bus service pursuant to this Agreement during emergency situations. Buses serving the Campus under this Agreement may be diverted from their normal routes and scheduled as needed to support University emergency operations. Article 3. Charter Service Orders A. The Federal Transit Administration has issued charter regulations, found at Federal Register 49 CFR Part 604, effective April 30, 2008. (The rules are set up to protect private charter companies from unfair competition from public transportation systems that receive Federal funds. The Federal Transit Administration has created a website where private charter operators can register for all geographic regions in which they are interested in providing service — www.ft.dot.pov/charterregistration). B. Due to the above referenced regulations, when a public transportation system receives a request for charter service it cannot simply agree to provide the charter service. The public transportation system shall get the details of the charter service that is being requested and shall e-mail the information to all private charter companies listed in its geographic area. If any private charter company indicates to the City that it is interested in providing charter service, then the public transportation system shall not be able to provide the charter service for any reason. The private charter company that has expressed interest in the charter service shall contact the University to work out the details of the charter service requested. In order for this process to take place, public transportation systems must have at least four (4) days' notice on charter service requests. Interlocal Transit System Management Agreement — City of Lubbock & Texas Tech University — 2018 Page 4 C. In the event that the City is able to provide charter service to the University, the City shall furnish service orders, if equipment is available, for the transportation within fifty (50) miles of the City limits of such special groups as may be designated by the University. The City shall charge the University for providing said service orders the sum of one hundred and forty dollars ($140.00) for the first (1st) hour of service, one hundred and forty dollars ($140.00) for the second (2nd) hour of service, and one hundred dollars ($100.00) for the third (3`d) hour of service for each bus used in said service. Any service orders exceeding three (3) hours shall be billed sixty-five dollars ($65.00) per hour after the first (1") three (3) hours. The rates of this Section are the same rates that are charged to the general public. There shall be a two (2) hour minimum required on all service orders. Rates will not be pro -rated until the fourth (0) hour of service. Billing periods and reports of operation shall be submitted in accordance with the provisions of Article 2. K. above. Article 4. Publicity A. The University shall undertake and conduct a program designed to publicize the existence of the bus service contemplated under this Agreement, and the University shall acquaint its staff members and students with the availability of the same during the Term. B. For the convenience of University students, the City shall provide bus service timetables. The City shall also provide to the University four thousand five hundred dollars ($4,500) towards the production of pocket -sized maps of the Campus. The City shall also place an advertisement in The Word Publications at the beginning of the Fall Semester during the Term. The City shall obtain the Student Government Association's approval of any advertisements before placing them in the buses used on the Campus. C. The City shall provide lease space for six (6) vinyl wrap bus advertisements to the University at no charge during the Term. At the end of the Term, the University has the option to replace all six (6), or any number up to six (6), of the vinyl wraps. The University will be charged a reduced lease rate of five hundred dollars ($500) per month for any vinyl that remains on any bus past the Term. No vinyl will stay on any bus for longer than three (3) years. The University will have a total of six (6) vinyl wrap buses available to it at any given time during the Term. The University has the option to purchase additional vinyl wraps, over the agreed upon six (6), at the publicly advertised lease rate. Vinyl shall be warranted for two (2) years, and window vinyl shall be warranted for one (1) year. After the Term, the City shall determine the condition of the vinyl for renewal option. Any vinyl replacement would be at the University's cost. The vinyl wraps shall be designed by the University with final approval by the City. The City shall be responsible for having the vinyl produced and installed. The University shall be responsible for the production and installation cost of the vinyl. D. The City shall provide space for in -bus signage for student organizations that are advertising a non -revenue generating event at no fee to the University. The student organization is responsible for the artwork and production of the signage. All artwork must be approved by the Student Government Association and the City. This will be limited to two (2) advertisements per bus per year. In order to place two (2) advertisements per bus the student organization will need to provide eighty (80) posters to the City. Signage must be laminated to eleven inches by seventeen inches (I I" x 17") in a horizontal format. The City does not allow political or sexually -explicit advertisements. interlocal Transit System Management Agreement — City of Lubbock & Texas Tech University — 2018 Page 5 E. The University administration will be provided with space for twelve (12) posters per bus per year to use at their discretion. Signage must be laminated to eleven inches by seventeen inches (I V x 17") in a horizontal format. The University retains the right to retain any revenue obtained from the use of these signs. The City does not allow political or sexually -explicit advertisements. F. The University has the right to research further bus advertising options. Such options will not be implemented unless agreed upon by both the City and the University, and documented in an amendment to this Agreement. Article 5. Independent Contractor Relationship In its performance under this Agreement, the City shall act solely in the capacity of and as an independent contractor, and not as an agent or employee of the University. The University shall have no control over the City's operations in connection with providing the bus services contemplated under this Agreement except as otherwise provided in this Agreement. The University shall have no control or supervision whatsoever over the drivers of the buses used in the bus services contemplated under this Agreement. The bus services contemplated under this Agreement shall be performed by employees or agents of the City, and shall be subject solely to the City's or the City's agents' supervision and control. In no way shall such City employees or agents be considered agents or employees of the University. Article 6. Insurance and Risk A. The Parties shall be self -insured in the performance of the bus service contemplated under this Agreement. B. The University shall not be liable for damage to any and all buses or other City property used in the provision of the bus service contemplated under this Agreement. Any insurance proceeds arising from a claim filed by the University for damage or injury to University property that is related to the City's provision of the bus service contemplated under this Agreement shall be used to reimburse the University for any such damage or injury, except that no such reimbursement shall be made for (i) damage to pavement by normal operation of buses, or (ii) any damage or injury caused by acts or omissions over which the City, its employees, or agents had no control. C. If the City shall engage an agent to perform the bus service contemplated under this Agreement, then the City's agent shall satisfy the following requirements: The City's agent shall procure and carry throughout the Term insurance protection in the form and substance satisfactory to the City, covering all operations in connection with this Agreement, whether such operations are performed by the City's agent, the City's agent's subcontractor, or third parties. A certificate of insurance specifying each and all coverages required under this Agreement shall be submitted to the City prior to the execution of this Agreement. The certificate of insurance shall be prepared and executed by the City's agent or an authorized third party company and shall contain provisions representing and warranting that the insurance forms required by this Agreement have been approved by the Texas State Board of Insurance. Proof of coverage shall be furnished, and written notice of cancellation or any material change shall be provided, to the City within thirty (30) days in advance of any such cancellation or change. Every insurance policy required under this Agreement shall Interlocal Transit System Management Agreement — City of Lubbock & Texas Tech University — 2018 Page 6 contain an agreement on the part of the insurer waiving the right of subrogation against the City and the University. The following insurance coverages shall be required of the City's agent: i. Commercial General Liability Insurance. The City's agent shall have commercial liability insurance with a minimum of one million dollars ($1,000,000.00) combined single limit in the aggregate and per occurrence. The policy shall contain cross liability and severability clauses. The City and the University shall be named as the additional insured in such policy. ii. Comprehensive Automobile Liability Insurance. The City's agent shall obtain comprehensive automobile liability insurance, with limits of not less than bodily/property damage of one million dollars ($1,000,000.00) combined single limit to include all owned, non -owned, hired, or scheduled vehicles. The City and the University shall be named as the additional insured in such policy. W. Property Damage Liability Insurance. The City's agent shall obtain a property damage liability insurance policy naming the City and the University as insured, in the amount of, for bodily injuries, including accidental death and property damage, five hundred thousand dollars ($500,000.00) combined single limit. iv. Excess Liability Insurance. The City's agent shall obtain excess liability insurance, Umbrella Form, naming the City and the University as an additional insured, in the amount of one million dollars ($1,000,000.00) per occurrence. v. Worker's Compensation and Employer's Liability Insurance. The City's agent shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, said coverage shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the City's agent maintains said coverage. Any termination of worker's compensation insurance coverage by the City's agent, or any cancellation or non -renewal of worker's compensation insurance coverage for the City's agent, shall be a material breach of this Agreement. The City's agent shall require each subcontractor with whom it may contract to provide activities as contemplated by this Agreement, to obtain proof of insurance coverage as set forth herein, and to provide to the City's agent, prior to such person performing any such activities, a certificate of insurance establishing such coverage. vi. Fidelity and Sure Bonds. The City's agent's employees shall be covered by a blanket fidelity bond, the premium for which shall be considered as an operating expense. The above -mentioned coverages may be modified at the request of the City on thirty (30) days' notice. The City's agent, at its sole cost and expense, shall furnish to the City all necessary fidelity and surety bonds to protect, save, hold harmless, and indemnify the City from and against dishonesty, fraud, or theft occasioned by any officer or employee of the City's agent. Coverage of each such employee shall be in the amount of no less than fifty thousand dollars ($50,000.00). Interlocal Transit System Management Agreement — City of Lubbock & Texas Tech University — 2018 Page 7 Vii. INSURANCE INDEMNITY. THE CITY'S AGENT SHALL INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS THE PARTIES AND THE PARTIES' OFFICERS, ELECTED OFFICIALS, DIRECTORS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, CLAIM, DAMAGE, OR EXPENSE, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES, ARISING OUT OF OR RELATED TO THE CITY'S AGENT'S FAILURE TO FURNISH AND MAINTAIN THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT. IN THE EVENT OF ANY SUCH FAILURE, THE CITY MAY, IN ITS SOLE DISCRETION, FURNISH SUCH POLICY WITHOUT PREJUDICE TO ANY OTHER REMEDY THE CITY MAY HAVE. THE COST AND EXPENSE OF FURNISHING AND MAINTAINING SUCH POLICY SHALL BE DEEMED AN OPERATING EXPENSE OF THE CITY'S AGENT PAYABLE AT THE CITY'S SOLE DISCRETION. THE FOREGOING SHALL NOT, HOWEVER, APPLY TO CRIMINAL PENALTIES OR FRAUD COMMITTED BY THE PARTIES OR THE PARTIES' OFFICERS, DIRECTORS, OR EMPLOYEES. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Viii. GENERAL INDEMNITY. THE CITY'S AGENT SHALL INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS THE PARTIES AND THE PARTIES' OFFICERS, ELECTED OFFICIALS, DIRECTORS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, CLAIM, DAMAGE, OR EXPENSE, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES, ARISING OUT OF OR RELATED TO THE CITY'S AGENT'S PERFORMANCE OF THE SERVICES CONTEMPLATED UNDER THIS AGREEMENT, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE OF THE CITY'S AGENT. THE FOREGOING SHALL NOT, HOWEVER, APPLY TO CRIMINAL PENALTIES OR FRAUD COMMITTED BY THE PARTIES OR THE PARTIES' OFFICERS, DIRECTORS, OR EMPLOYEES. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Article 7. Miscellaneous A. This Agreement is made solely for the benefit of the University and the City, and no one else, whether a staff member or student of the University, or otherwise, and that no action or defense may be founded upon this Agreement except by the Parties. B. In no event shall the City be deemed to be in default of any provision of this Agreement for failure to perform where such failure is due solely to strikes, walkouts, civil insurrections or disorders, acts of God, or for any other cause or causes wholly beyond the control of the City. In such eventuality, the University may, upon twelve (12) hours' notice to the City, request the temporary suspension of the services contemplated under this Agreement until the resumption of normal class schedules, in which event the City shall not furnish buses or be paid for services until the resumption of services. The University shall, in such cases, notify the City twelve (12) hours in advance of the time service is to be resumed. C. The Parties understand and acknowledge that the funding of this Agreement is contained in each Party's annual budget and is subject to the approval of each Party in each fiscal year. The Parties further agree that should the governing body of any of the Parties fail to approve a budget which includes sufficient funds for the continuance of this Agreement, or should the governing body of any of the Parties fail to certify funds for any reason, then and upon the Interlocal Transit System Management Agreement— City of Lubbock & Texas Tech University — 2018 Page 8 occurrence of such event, this Agreement shall terminate as to that Party and that Party shall then have no further obligation to the other Party. When the funds budgeted or certified during any fiscal year by a Party to discharge its obligations under this Agreement are expended, this Agreement may be terminated. The Party paying for the bus service contemplated under this Agreement must make said payments from current revenues available to the paying Party. D. This Agreement is subject to all present and future valid laws, orders, rules, ordinances, and regulations of the United States of America, the State of Texas, the Parties, and any other regulatory body having jurisdiction over this Agreement. This Agreement shall be construed and governed according to the laws of the State of Texas. The sole venue for any action, controversy, dispute, or claim arising under this Agreement shall be in a court of appropriate jurisdiction in Lubbock County, Texas exclusively. E. Each Party reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Neither Party shall be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this Agreement, the former shall control. F. This Agreement is public information. To the extent, if any, that any provision of this Agreement is in conflict with Tex. Gov't. Code Ann. Chapter 552 et seq., as amended, the same shall be of no force and effect. G. This Agreement is entered solely by and between, and may be enforced only by and among the Parties. Except as set forth above, this Agreement shall not be deemed to create any rights in or obligations to any third parties. H. Nothing in this Agreement is construed as creating any personal liability on the part of any employee, officer, or agent of any public body that may be a party to this Agreement. I. This Agreement is not intended to, and shall not be construed to create, any joint enterprise between or among the Parties. J. The Parties expressly acknowledge that the Parties' authority to indemnify and hold harmless any third party is governed by the Texas Constitution and any provision which purports to require indemnification by either Party is invalid. K. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO PROVISION OF THIS AGREEMENT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY EITHER PARTY OF ANY IMMUNITIES FROM SUIT OR LIABILITY THAT A PARTY TO THIS AGREEMENT MAY HAVE BY OPERATION OF LAW. EACH PARTY RETAINS ALL OF ITS GOVERNMENTAL IMMUNITIES. L. If a dispute concerning this Agreement arises between the Parties and the Parties are unable to resolve the dispute in the ordinary course of business, the Parties agree to mediate the issue in Lubbock County, Texas, using the guidelines and model rules of the Texas Attorney General's Office established pursuant to Tex. Gov't Code §2260.052(c). If a resolution is reached, then the Parties will be bound by the terms and conditions set forth in the settlement agreement that Interloca) Transit System Management Agreement — City of Lubbock & Texas Tech University — 2018 Page 9 will be executed by the Parties. Both Parties shall share the cost of the mediation equally, although attorneys and witnesses or specialists are the direct responsibility of each Party, and their fees and expenses are the responsibility of the individual Party. The Parties agree to jointly select a mediator. This Agreement is executed by the Parties on this 26th day of July , 2018. SIGNATURES FOR THE CITY: FOR THE UNIVERSITY: L-'n� DANIEL M. POP , Mayor ATTEST: jp--P-&�X Reb(cc4 Garza, City Sec eta APPROVED AS TO CONTENT: Bill Ho rton, Assistant Manager C- LAWRENCE SCHOVANEC, President ATTEST: (Printed Name) APPROVED AS TO CONTENT: Noel Sloan, Vice President for Administration and Finance, Chief Financial Officer APPROVED AS TO FORM: John Huffaker, Vice Chancellor and General Counsel Interlocal Transit System Management Agreement — City of Lubbock & Texas Tech University — 2018 Page 10 AGENT ACKOWLEDGEMENT: Chris Mandrell, Interim General Manager Citibus Interlocal Transit System Management Agreement — City of Lubbock & Texas Tech University — 2018 Page 11