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INTERLOCAL AGREEMENT
This Interlocal Agreement (the "Agreement ") is made and entered into this ~ay of August ,
2015 , between The City of Denton , Texas, a Texas home rule municipality (hereinafter "City")
and Denton County, Texas a duly organized political subdivision of the State of Texas, engaged
in the administration of County government and related services for the citizens of Denton
County , Texas (hereinafter "the County "). City and County are hereafter collectively referred to
herein as "Parties" or individually as a "Party."
WHEREAS , both City and County have the authority to enter into this Agreement
pursuant to Chapter 791, Texas Government Code , as amended; and
WHEREAS , the project ("Downtown Square Camera System" or "the Project ")
contemplated under this Agreement is of mutual interest and benefit to the County and to the
City, and will further the technical objectives of the Parties in a manner consistent with their
governmental status as stewards of the community within Denton County and the State of Texas;
and
WHEREAS , it is mutually beneficial to the Parties to execute this Agreement whereby
the Parties can achieve common objectives relating to the health , safety , and welfare of the
citizens of the City of Denton , Denton County and the State of Texas; and
NOW THEREFORE, in consideration of the mutual representations, terms and covenants
hereafter set forth, the Parties agree as follows:
1. GRANT OF LICENSE. City hereby grants to the County a non-exclusive license to install ,
operate, maintain , repair , and replace equipment related to the operation of the "Downtown
Square Camera System ," ("the Project") by placement of the Camera Equipment on light
poles, owned by the City of Denton , Texas , located on the lawn of the Old Denton County
Courthouse that will allow the Denton Police Department, as well as the County Sheriff's
Department , to monitor activity around the downtown square , pursuant to the terms of this
Agreement as follows:
A. County shall be authorized to install up to four (4) cameras on individual light poles
on the Northwest comer , Southwest comer, Northeast comer, and Southeast comer,
respectively , of the Old Denton County Courthouse lawn , with the exact location to
be approved by City.
B. The County will purchase four outdoor rated cameras , along with power injectors,
NEMA enclosures, and the proper mounting equipment.
C. The camera equipment will be installed by Denton Municipal Electric and the cost of
the installation will be the responsibility of the City.
D. Each camera will be connected to power via a power injector that will be installed in a
NEMA rated enclosure and in tum be connected to the light pole for power.
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E. The City will be responsible for the recurring cost of powering the four (4) downtown
square cameras for the duration of this Agreement.
F. Each camera will be connected to the City's network communications system through
a Wi-Fi access point , also installed on the same pole.
G. The City will be allowed to connect the Cameras to their camera system to provide
access to the Denton Police Department for 24x7 monitoring.
H. The City will provide the County access to the City's camera network for the purpose
of monitor and retrieving video captured with the four (4) downtown square cameras.
This access will be done utilizing the existing network connections in place between
the City and County's respective network for other services. This will give County
direct access to the four ( 4) cameras around the downtown square.
I. The City will provide first line trouble shooting on camera issues and will notify
County of issues found and the result of trouble shooting efforts.
J. The County will be responsible for handling camera replacements , both within
warranty and out of warranty , at their cost.
K. Following reasonable prior notice to the City , which shall in no case be less than one
business day, City agrees to allow County access to the light poles to repair, maintain ,
replace , and/or remove the camera equipment.
L. The County will at all times be the owner of the Camera Equipment. The electrical
connections and electrical circuits installed pursuant to this Agreement shall be
owned by City.
M. The City shall require any contractor engaged by the County for the purpose of
installing , repairing, maintaining , removing, or replacing the Camera Equipment to
have the following insurance in effect while performing such work on City's property :
(1) Commercial General Liability Insurance. This coverage shall include
premises/operations , products/completed operations, blanket contractual
liability , broad form property damage , independent contractors and
personal injury and where the exposure exists, explosion , collapse and
underground property damage. This coverage should be a minimum
Combined Single Limit of $1 ,000 ,000 per occurrence for Bodily Injury
and Property Dama ge.
(2) Automobile Liability Insurance.
(a)
(b)
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Minimum Combined Single Limit of $500 ,000 per occurrence for
Bodily Injury and Property Damage ; and
The Business Auto Policy must show Symbol 1 in the Covered
Autos Portion of the liability section in Item 2 of the declarations
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page which includes coverage for hired , leased and non-owned
vehicles.
(3) Workers' Compensation Insurance. In addition to the mm1mum
statutory requirements :
(a) Employer's Liability limits of at least $100,000 for each accident ,
$100 ,000 for each employee, and a $500 ,000 policy limit for
occupational disease ;
(b) The insurer agrees to waive rights of subrogation against City, its
officials , agents , employees , and volunteers for any work
performed on the light poles identified for this project; and
(c) County shall comply with the provisions of Section 406.096 of the
Texas Labor Code and 28 TAC §110.110 of the Texas Worker's
Compensation Commission to the extent such statute and
regulation apply to City.
( 4) General Provisions.
(a) All policies shall be endorsed to read substantially as follows:
"THIS POLICY WILL NOT BE CANCELLED OR NON-
RENEWED WITHOUT 30 DAYS ADV AN CED WRITTEN
NOTICE TO COUNTY EXCEPT WHEN THIS POLICY IS
BEING CANCELLED FOR NONPAYMENT OF PREMIUM, IN
WHICH CASE 10 DAYS ADVANCE WRITTEN NOTICE IS
REQUIRED ".
(b) Commercial General Liability and Automobile Liability insurance
shall be written by companies with "A-" or better rating in
accordance with the current AM Best Key Rating Guide.
(c) Commercial General Liability , Automobile Liability , and Excess
Liability insurance policies shall name as "Additional Insured " the
City and its officials, agents , employees, and volunteers.
( d) Certificates of insurance must reflect all coverages and
endorsements required by this section.
( e) Coverage shall be placed with insurance carriers licensed to do
business in the State of Texas or with non-admitted carriers that
have a financial rating comparable to carriers licensed to do
business in Texas approved by City .
2. PRINCIPAL CONTACT. The Project will be supervised and managed by Curtis Conrad ,
Enterprise Operations Manager at the Technology Service Department for the City or such
other employee of the City as may from time to time be determined by City 's City Manager
or designee.
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3. PERIOD OF PERFORMANCE. This Agreement will be effective immediately upon
execution by authorized representative of both Parties. This Agreement shall be renewed
automatically on the anniversary date , on a year-to-year basis, unless terminated by either
Party as provided herein. If a Party elects to not renew this Agreement, the Party shall comply
with Section 6 -Termination.
4. TOTAL AMOUNT OF THE CONTRACT. The City and COUNTY understand,
acknowledge , and agree that placement of the Camera Equipment around the Old Denton
County Courthouse provides for the health , safety , and welfare of the citizens of the City of
Denton and to visitors to the City's downtown facilities. Because of the mutual benefit to the
Parties, the County agrees to purchase, maintain , repair, and replacement , without a charge to
City, and City agrees to provide the installation , power , and network connectivity at no cost
to , or expected payment from, the County.
5. PAYMENT SCHEDULE. None. Deleted.
6. TERMINATION. This Agreement may be terminated by either Party , upon delivery of
written notice to the other Party not less than ninety (90) days prior to the date of termination.
7. BREACH I OPPORTUNITY TO CURE. In the event either Party is in default of any
provision of this Agreement , the Party not in default shall provide to the Party in default at
least thirty (30) days written notice to cure said default before exercising any of its rights as
provided for in this Agreement.
8. LIABILITY. The Parties and their respective officers and employees shall not be deemed to
assume any liability for the acts, omissions and/or negligence of the other Party. In the event
the light poles are damaged as the result of the acts or omissions of County , its employees,
agents, or contractors , whether intentional or negligent , occurring as the result of the
installation , maintenance , repair , removal , or replacement of the Camera Equipment the
County shall promptly repair such damage to the r~asonable satisfaction of City at the
County's sole cost.
9. DISCLAIMER OF LIABILITY. THE PARTIES MAKE NO REPRESENTATIONS AND
EXTEND NO WARRANTIES OF ANY KIND , EITHER EXPRESS OR IMPLIED IN
CONNECTION WITH THE TECHNICAL REPORTS , INVENTION DISCLOSURES OR
RESEARCH DATA FURNISHED UNDER THIS AGREEMENT. THERE ARE NO
EXPRESS OR IMPLIED WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A
PARTICULAR PURPOSE , OR THAT USE OF SUCH MATERIALS OR MODIFICATION
OF SUCH MATERIALS WILL NOT INFRINGE ON ANY PATENT , COPYRIGHT,
TRADEMARK , OR OTHER PROPRIETARY RIGHT.
10. FORCE MAJUERE. Except for the obligation for the payment of money , if either Party
fails to fulfill its obligations hereunder when such failure is due to an act of God , or other
circumstance beyond its reasonable control , then said failure shall be excused for the duration
of such event and for such a time thereafter as is reasonable to enable the parties to resume
performance under this Agreement.
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11. DISPUTE RESOLUTION. The City and County must use the dispute resolution process
provided in Chapter 2260 of the Texas Government Code to attempt to resolve a dispute
arising under this contract and such process is a required prerequisite to suit in accordance
with Chapter 107 , Texas Civil Practice and Remedies Code. The effected Party must submit
written notice of a claim of breach of contract under this chapter to the other Party. Nothing
in this Agreement waives or relinquishes the right of either Party to claim any exemptions,
privileges and immunities as may be provided by law.
12. REMEDIES. This Agreement shall be construed by and governed by the laws of the State of
Texas. Venue for any legal action necessary to enforce the Agreement will be in a state court
in Denton County, Texas. No remedy herein conferred upon any Party is intended to be
exclusive of any other remedy , and each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute or otherwise. No single or partial exercise by any Party of any right,
power or remedy hereunder shall preclude any other or further exercise thereof.
13. ENTIRE REPRESENTATION. This Agreement contains the entire agreement between
the Parties and supersedes any prior oral or written agreements , commitments,
understandings , or communications with respect to the subject matter of the Agreement. No
amendments or modification of this Agreement shall be effective unless set forth in writing
executed by duly authorized representatives of each party. This Agreement shall be
construed in accordance with the laws of the State of Texas.
14. WAIVER. No waiver of any provision hereof or of any right or remedy hereunder shall be
effective unless in writing and signed by the party against whom such waiver is sought to be
enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise
of any right or remedy hereunder shall constitute a waiver of any right or remedy, or future
exercise thereof.
15. ASSIGNMENT. This Agreement may not be assigned in whole or in part by any of the
Parties without prior written consent of the other Party.
16. SEVERABILITY. In the event that any section , paragraph , sentence, clause or provision
hereof is held by a court of competent jurisdiction to be invalid , such shall not affect the
remaining portions of this Agreement and the same shall remain in full force and effect.
17. AMENDMENTS. This Agreement may be amended from time to time by written
amendment by both parties.
18. NOTICE. Any notice required to be given in connection with this Agreement shall be in
writing and shall be deemed effective if hand delivered, or if sent by United States certified
mail , return receipt requested, postage prepaid , or if sent by private receipted courier
guaranteeing same-day or next-day delivery , addressed to the respective party at its address
provided below. If sent by U.S. certified mail in accordance with this Section , such notices
shall be deemed given and received on the earlier of (a) actual receipt at the address of the
named addressee , or (b) on the third (3rd) business day after deposit with the United States
Postal Service. Notice given by any other means shall be deemed given and received only upon
actual receipt at the address of the named addressee.
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Agree m e nt-P o l es C H S qu are -rvs -m c .d oc
Denton County
701 Kimberly Drive, Suite 285
Denton, TX 76208
Telephone: 940-349-4500
Attn: Chief Information Officer
Email: ke v in.carr @ dentoncounty.com
City o f Denton Purchasing Department
9018 Te x as Str e et
Denton , Texas 76 2 01
Attn: Purchasing Manager
Telephone: (940) 349-7133
Email: purchasin g@ cityofdenton.com
19. NO THIRD PARTY BENEFICIARIES . For purposes of this Agreement , including its
intended operation and effect , the Parties specifically agree that: (1) the Agreement onl y
affects matters/disputes between the Parties and is in no way intended by the Parties to
benefit or otherwise affect any third person or entity notwithstanding the fact that such third
person or entity may be in contractual r e lationship with County or the City , or both ; and (2)
the terms of this Agreement are not intended to release , either b y contract or by operation of
law , any third person or entity from obligations owed by them to either County or the Ci ty.
20 . ENTIRETY OF AGREEMENT. This Agreement represents the entire understanding
between COUNTY and the City and supersedes all other ne g otiations , representations or
agreement , written or oral , relating to this Agreement.
(Signatures on Following Page)
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The Parties have caused this Agreement to be executed b y their duly authorized
representative.
PASSED AND APPROV E D this the __ /_/ __ day of ~~ , 2015 .
ATTEST:
ATTEST :
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THE CITY OF DENTON , TEXAS
GEORGE C. CAMPBELL ,
CITY MANAGER
APPROVED AS TO LEGAL FORM:
By ~ B RGE
CITY ATTORNEY
DENTON COUNTY , TEXAS
APPROVED AS TO LEGAL FORM:
Co ntra c t 5 905
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