2015-237ORDINANCENO. ZO1S-237
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN
INTERLOCAL AGREEMENT WITH DENTON COUNTY UNDER SECTION 791.001 OF
THE STATE OF TEXAS GOVERNMENT CODE, TO AUTHORIZE DENTON COUNTY TO
INSTALL THE "DOWNTOWN SQUARE CAMERA SYSTEM" ONTO DENTON
MUNICIPAL ELECTRIC LIGHT POLES LOCATED NEAR THE DENTON COUNTY
COURTHOUSE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND
DECLARING AN EFFECTIVE DATE (FILE 5905).
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager or his des'ignee is hereby authorized to execute the
Interlocal Agreement with Denton County, Texas under Section 791.001 of the Texas
Government Code, a copy of which is attached hereto and incorporated by reference herein (the
"Agreement").
SECTION 2. The City Manager or his designee is authorized to expend funds pursuant
to the Agreement for the purchase of various goods and services.
SECTION 3, The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 5905 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 4. This ordinance shall become effective immediately upon its passage and
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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�1''1��'� ,;�VED AS �° '�,� LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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C:\Users\10123I�AppData�LocallMicrosoft\Windaws\'I'emporary Inlernet Files\Contenl.0udaok\73U7Bi1B\Denton County Interlocal
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INTERLOCAL AGREEMENT
This Interlacal Agreement (the "Agreement"} is made and entered into this day of August,
2015, between The City of Dentan, Texas, a Texas home rule municipality (hereinafter "City")
and Dentan Cotanty, Texas a duly arganized palitical subdivisian of the State af Texas, engaged
in the administration of County gavernment and related services for the citizens of` Denton
Caunty, Texas (hereinafter "the County"). City and Caunty are hereafter collectively refened to
herein as "Parties" or individually as a"Party."
WHEIiEAS, both City and Caunty have tkre authority ta enter into this Agreement
pursuant to Chapter 791, Texas Governrnent Code, as amended; and
WHEREAS, the praject ("Dawntawn Square Camera System" ar "the Praject")
contemplated under this Agreement is af mutual interest and benefit ta the Caunty and to the
City, and will further the technical objectives of the Parties in a manner cansistent with their
gavernmental status as stewards af the cammunity within Denton County and the State of Texas;
and
WHEREAS, it is mutually beneficial ta the Parties ta execute this Agreement whereby
the Parties can achieve comman abjectives relating to the health, safety, and welfare of the
citizens af the City af Denton, Dentan County and the State af Texas; and
NOW THEREFORE, in cansideration af the mutual representatians, terms and cavenants
hereafter set iorth, the Parties agree as follows:
1. GRANT QF LICENSE. City hereby grants ta the County a non-exclusive license to instail,
aperate, maintain, repair, and replace equiprnent related ta the aperatian af the "Downtown
Square Camera System," ("the Praject") by placement of the Camera Equipment an light
poles, awned by the City of Dentan, Texas, lacated on the lawn of the C►ld Dentan Caunty
Courthouse that will a11ow the I7enton Police I7epartment, as well as the County Sherif�s
Department, to monitar activity araund the dawntawn square, pursuant ta the terms af this
Agreement as follows:
A. Caunty shall be autharized ta install up to faur (4) cameras on individual light pales
on the Narthwest corner, Sauthwest corner, Northeast carner, and Southeast carner,
respectively, of the (71d Denton County Courthouse lawn, with the exact location to
be appraved by City.
B. The Caunty will purchase four outdoor rated cameras, alang with power injectars,
NEMA enciosures, and the praper mounting equipment.
C. The camera equipment will be installed by Denton Municipal Electric and the cost af
the installation will be the responsibility of the City.
D. Each camera will be connected to power via a power injectar that wili be installed in a
NEMA rated enclosure and in turn be cannected ta the light pale for power.
Page 1 of 7 Contract 5905
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E. The City will be responsible for the recurring cast af powering the four (4) dawntown
square cameras for the duration of this Agreement.
F. Each camera will be cannected to the City's netwark communications systern thraugh
a Wi-Fi aecess point, also installed on the same pole.
G. The City will be allowed ta connect the Cameras to their camera system ta provide
access to the Denton Police Department far 24x7 manitoring.
H. The City wii� pravide the Caunty access ta the City's camera network far the purpose
af manitor and retrieving videa captured with the faur (4) downtawn square cameras.
This access will be done utilizing the existing netwark cannections in place between
the City and Caunty's respective netwark far other services. This will give Caunty
direct access to the faur (4) cameras around the downtawn square.
I. The City will provide first line trauble shaating on camera issues and will natify
County af issues faund and the resuit of trauble shooting effarts.
J, The County will be responsible for handling camera replacements, both within
warranty and out of warranty, at their cost.
K. Pallowing reasonable priar notice to the City, which shall in no case be less than one
business day, City agrees to allow Caunty access to the light poles ta repair, maintain,
replace, andlar remove the camera equipment.
L. The County will at all times be the owner of the Camera Equiprnent. The electrical
connections and electrical circuits installed pursuant to this Agreement sha11 be
owned by City.
M. The City shall require any cantractar engaged by the County far the purpase of
installing, repairing, maintaining, remaving, or replacing the Camera Equiprnent to
have the foilawing insurance in effect while performing such work an City's property:
{1) Commercial General Liabilitv Insurance. This coverage shall include
premises/aperations, praducts/campleted aperations, blanket contractual
liability, broad form property damage, independent cantractars and
personal injury and where the exposure exists, expiosian, collapse and
undergrauzid property damage. This coverage should be a minimurn
Combined Single Limit af $1,000,000 per accurrence far Badily Injury
and Praperty Damage.
(2) Automobile Liabili Insurance.
(a) Minimum Combined Single Limit of $500,000 per occurrence for
Badi�y Injury and Property Darnage; and
(b) The Business Auta Policy must show Symbai 1 in the Covered
Autas Partion of the liability section in Item 2 of the declarations
Page 2 of 7 � Contract 5905
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page which includes coverage for hired, leased and non-owned
vehicles.
(3) Warkers' Compensation Insurance. In additian to the rninimum
statutory requirements:
(a) Employer's Liability limits af at least $100,000 for each accident,
$100,000 for each employee, and a$SOO,OQO policy limit for
aceupational disease;
{b) The insurer agrees ta waive rights of subrogation against City, its
officials, agents, emplayees, and volunteers for any work
performed on the light poles identified �or this praject; and
(c) County shall comply with the provisians af Section 4Q6.096 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 sha11 be endorsed to read substantially as follows:
"TNIS POLICY WILL NOT BE CANCELLED OR NQN-
RENEWED WITHOUT 30 DAYS ADVANCED WRITTEN
NOTICE TO COUNTY EXCEPT WHEN THIS POLICY IS
BE1NG CANCELLED FOR NONPAYMENT OF PREMIUM, 1N
WHICH CASE 10 DAYS ADVANCE WRITTEN NOTICE IS
REQUIRED".
(b) Commercial General Liability and Automobile Liability insurance
shall be written by campanies with "A-" ar better rating in
accordance with the current AM Best Key Rating Guide.
{c) Commercial General Liability, Automabile Liability, and Excess
Liability insurance po�icies shall name as "Addit�ional Insured" the
City and its afficials, age�lts, employees, and volunteers.
(d) Certificates af insurance must reflect all coverages a�nd
endorsements required by this section.
(e) Coverage sha11 be placed with insurance carriers licensed ta da
business in �he State of Texas or with non-admitted carriers that
have a financial rating camparable ta carriers Iicensed to do
business in Texas appraved 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 ta time be determined by City's City Manager
or designee.
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3. PERI4D OF PERFORMANCE. This Agreement will be effective immediately upan
execution by autharized representative of both Parties. This Agreement shall be renewed
automatically on the anniversary date, an a year-to-year basis, unless terminated by either
Party as pravided herein. If a Party elects ta nat renew this Agreement, the Party shall camply
with Section 6 - Termination.
4. TOTAL AMOUNT OF THE CONTRACT, The City and COUNTY understand,
acknowledge, and agree that placernent of the Camera Equipment around the Old L7enton
Caunty Courthouse provides for the health, safety, and welfare of the citizens af the City of
Dentan and ta visitors ta the City's downtown facilities. Because af the mutual benefit to the
Parties, the Caunty agrees to purchase, maintain, repair, and replacement, without a charge to
City, and City agrees to pravide the installation, pawer, and network connectivity at na cast
ta, or expected payment from, the County.
5. PAYMENT SCHEDULE. None. Deleted.
6. TERMINATICIN. This Agreement rnay be terminated by either Party, upon delivery of
written natice to the other Party not less than ninety (90) days prior to the date of termination.
7. BREACH / OPPORTUNITY TO CURE. In the event either Party is in default of any
provision of this A�reement, the Party not in default shall provide to the Party in default at
least thirty (3Q) days written notice to cure said default befare exercising any of its rights as
provided for in this Agreement.
$. LIABiLITY. The Parties and their respective afficers and employees shall not be deemed to
assume any liability for the acts, omissions andlor negligence af the other Party. In the event
the light poles are damaged as the result of the acts or ornissions of County, its employees,
agents, or contractars, whether intentional ar negligent, occurring as the result af the
installatian, maintenance, repair, removal, ar repiacement af the Carnera Equiprnent the
County shall promptly repair such damage to the reasonable satisfactian of City at the
Caunty's sole cast.
9. DISCLAIMER OF LIABILITY. THE PARTIES MAKE NO REPRESENTATIONS AND
EXTEND NO WARTtANTIES OF ANY K1ND, EITHER EXPRESS OR IMPLIED IN
CONNECTION WITH THE TECHNICAL REPORTS, 1NVENTION DISCLOSURES t�R
RESEARCH DATA FURNISHED UNDER THIS AGREEMENT. THERE ARE NO
EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR FURPOSE, OR THAT USE OF SUCH MATERIAI.,S OR MODIFICATION
OF SUCH MATERIALS WILL NOT INFRINGE ON ANY PA"I'ENT, COPYRIGHT,
TRADEMARK, OR OTHER PROPRIETARY RIGHT.
10. FORCE MAJUERE. Except far the obli,�ation for the payment of money, if either Party
fails ta fulfill its abligatians hereunder when such failure is due ta an act of Gad, or other
circumstance beyond its reasonable control, then said failure shall be excused far the duration
af such event and for such a time thereafter as is reasonable ta enable the parties ta resume
performance under this Agreernent,
Page 4 of 7�____ Contract 5905
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11. DISPUTE RESOLUTION. The City and County rnust use the dispute resalution process
provided in Chapter 2260 of the Texas Gavernment Cade to attempt to resalve a dispute
arising under this cantract and such pracess is a required prerequisite to suit in accordance
with Chapter 107, Texas Civi1 Practice and Remedies Cade. The effected Party must submit
written notice af a claim of breach af contract under this chapter to the other Party. Nothing
in this Agreement waives or relinquishes the right of either Farty ta claim any exemptians,
privileges and immunities as may be pravided by 1aw.
12. REMEDIES. This Agreement shall be construed by and gaverned by the laws af the State of
Texas. Venue for any legal action necessary ta enforce the Agreement wil� be in a state caurt
in Dentan County, Texas. No remedy herein canferred upan any Party is intended ta be
exclusive af any other rernedy, and each and every such remedy shall be cumulative and shall
be in additian to every ather remedy given hereunder or now or hereafter existing at law ar in
equity ar by statute or atherwise. Na single or partial exercise by any Party of any right,
power or remedy hereunder shall preclude any other ar further exercise thereaf.
13. ENTIItE REPRESENTATItJN. This Agreement cantains the entire agreernent between
the Parties and supersedes any prior oral ar written agreements, commitments,
understandings, or communications with respect to the subject matter af the Agreement. Na
arnendments or madificatian af this Agreement shail be effective unless set farth in writing
executed by duly authorized representat�ves 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 ar remedy hereunder shall be
effective unless in writing and signed by the party against whom such waiver is saught to be
enfarced. No delay in exercising, na course af dealing with respect ta, ar no partial exercise
of any right ar remedy hereunder shall constitute a waiver of any right or remedy, ar future
exercise thereof,
15. ASSIGNMENT. This Agreement may not be assigned in whole ar in part by any of the
Parties without prior written consent af the other }?arty.
16. SEVERA$ILITY. In the event that any section, paragraph, sentence, clause or pravision
hereof is held by a caurt of competent jurisdictian to be invalid, such shall not affect the
remaining partions of this Agreement and the same shall remain in full force and effect.
17. AMENDMENTS. This Agreement may be amended from time ta time by written
amendment by both parties.
18. NOTICE. Any notice required ta be given in connection with this Agreement shall be in
writing and sha11 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 accardance 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 depasit with the United States
Postal Service. Notice given by any other means shall be deemed given and received anly upon
actual receipt at the address of the nasned addressee.
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Denton County
701 Kimberly Drive, Sui#e 285
Dentan, TX 76208
Telephane: 940-349-45Q0
Attn. Chief Infarmation Officer
Email: kevin.carr�a dentoncounty.com
City of Dentan Purchasing Departrnent
9Q 1 B Texas Street
Denton, Texas 762� 1
Attn: Purchasing Manager
Telephone: (94Q) 349-7133
Email: purchasing@cityafdenton.com
19. NO THIRD PARTY BENEFICIARIES. Far purposes af this Agreement, including its
intended operation and ef%ct, the Parties specifieally agree that: (1) �he Agreement only
affects matters/disputes between the Farties and is in no way intended by the Parties to
benefit or atherwise affect any third person or entity notwithstanding the fact that such third
persan ar entity may be in cantractual relationship with County or the City, or both; and (2)
the terms af this Agreement are not intended to release, either by contract ar by operatian af
law, any third person or entity from obligatians owed by them to either County ar the City.
20. ENTIRETY OF AGREEMENT, This Agreement represents the entire understanding
between COIINTY and the City and supersedes all other negatiatians, representations ar
agreement, written or oral, relating to this Agreement.
(Signatures an Following Page)
Page 6 of 7� Contract 5905
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The Parties have caused this Agreement to be executed by their duly autharized
representative.
PASSED AND APPROVED this the �„ �� day of _�"��,�_ ._.._ , 2015.
AT IEST:
BY� ��__
J �1I�'I; AL1�"I;12�,
�Y SE , I�,rI'�I�Y
ATTEST:
THE CITY OF DENTCIN, TEXAS
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BY� �..W �"...__._ .__ �'"�W� _._____.v�
GEOTtGE G. CA1i�PBELL,
CITY MANAGER
APPROVED AS T(J LEGAL FORM:
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Page 7 of 7 Contract 5945