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20-212920-2 1 29 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLO(_'AL COOPERATION AGREEMENT WITH DENTON COUNTY, UNDER TEXAS GOVERNMENT CODE, CHAPTER 791, TO THE EXCHANGE OF DARK FIBER SERVICES FOR THE TECHNOLOGY SERVICES DEPARTMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 7472 – AWARD AN INTERLOCAL COOPERATION AGREEMENT WITH DENTON COUNTY, FOR A FrVE (5) YEAR TERM). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Mayor or the City Manager or his designee is hereby authorized to execute the Interlocal Cooperation Agreement with Denton County 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 hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. Gerard ny&pe th ,”The rul tion to approve this ordinance was made by seconded by L, the ordinance was passed and appro ted by thefollowing vote K - a : Aye Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1 : Keely G. Briggs, District 2: Jesse Davis. District 3 : John Ryan, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: \/ V’ V‘ Jd ,/Z JC PASSED AND APPROVED this the Z-7 fb day of O C+o bcc ' 2020. SN ATTEST: ROSA RIOS, CITY SECRETARY . _d/2. APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY x..r P.,k„„%a DocuSign Envelope ID: F9966F20-6D58-47A3-8934-005821200E32 the governmental functions and providing the services represented by this collective cooperative undertaking; and NOW 1-1-IEREFORE, both parties, for and in consideration of the premises and the mutual covenants set forth in this Agreement, and pursuant to the authority granted by the governing bodies of each of the parties hereto, in accordance with §79 1 .01 1 (d)( 1) of the Texas Government Code. do hereby AGREE as follows: ARTICLE 1 INCORPORATION OF PREAMBI,ES The preamble to this Agreement is wholly incorporated into this Agreement and therecitations contained therein are found and determined to be true and correct. ARTICLE 11SCOPE OF AGREEMENT A. Both parties intend to provide access to the dark fiber optic cable owned by each partyto the other party in accordance with the tenns of this Agreement and as provided in Exhibit A attached hereto and incorporated herein for all purposes. Both entities will be able to exchange as much fiber as they feel appropriate. The following are the planned and existing locations where the City will provide access to dark fiber to the County. e e e @ Denton County Courts Building 1450 E McKinney St to 701 Kimberly Dr (3 Pairs) Denton County Carroll Building 401 W Hickory St to 701 Kimberly Dr Denton County Courthouse-on-the-Square 1 10 W Hickory St to 701 KimberlyDr Serve Denton 306 North Loop 288 to 70] Kimberly Dr • Total Dark fiber distance 22 Miles The following are the existing locations where the County will provide access to dark fiber to the City. • Denton County Courts Building ] 450 E McKinney St to Lewisville Denco 9- 1-1 location • Denton County CouNs Building 1450 E McKinney St to SO Tower 127 NWoodrow Ln • Total Dark Fiber distance 22 Miles B. Any construction costs above and beyond what currently exists today will be provided by the requestor. If one party requests an additional dark fiber run to access a new facility and there are construction or construction related costs to doing such then the requestor will be responsible for said costs. The construction costs involved in this 2 DocuSign Envelope ID: F9966F20-6D5847A3-893+O05821200E32 agmenlent will be $15.767.14 to the City from the County and the City will owe theCounty $7300.20 in construction costs. C. The exact point of demarcation or placement of the patch panel at each of the location sites shall be mutually determined by both parties. D. Both parties shall furnish. at their own cost and expense, unless othenvise provided herein, all labor, services, and materials necessary for the installation and connection of their electronics equipment to the patch panel at the point of demarcation at each of thesites ARTICLE IIITERM OF AGREEMENT This Agreement shall be effective as October 1, 2020 (“Effective Date”) and shall continue in force and effect for a term of five (5) years from the Effective Date. If any facility not listed in Article II is added during the term of this Agreement, it is expressly understoodthat the term of this Agreement shall apply. ARTICLE IVTERMINATION OF AGREEMENT A. Unless otherwise provided in this Agreement, both parties agree that neither may terminate this Agreement during the term thereof unless it is determined by either thatthe exchange of dark fiber by either is prohibited by law. Both parties mutually understand that if any change of law provides that the exchange of excess dark fiber optic facilities to each other becomes illegal or unlawful, that either party has the rightto immediately cancel the remaining term of this Agreement and disconnect its fiber pair facilities hom the other’s equipment. B.Either party hereto may tenninate this Agreement for cause by reason of the other party's material breach or default in the performance of this Agreement. The party seeking to terminate this Agreement under this provision shall provide the defaulting party written notice, specifically identifying the breach or default complained of, which notice shall provide the defaulting party a period of not less than thirty (30) days from the date of receipt of such notice in which to cure such breach or default. In the event such breach or default is not fully cured within the time period specified, then the party seeking to terminate this Agreement shall provide the defaulting party with further written noticeexpressly specifying that this Agreement will be terminated if the breach or default is not wholly cured within not less than ten ( 10) days after the receipt of the further written notice by the alleged defaulting party. In the event that the defaulting party fails to cure the breach or default conlplained of, within the time specifIed, then this Agreement shall be terminated, and the party terminating this Agreement may seek appropriate legalrelief C. At the time of expiration or termination of this Agreement, both parties may choose to extend or modify the relationship between both parties regarding the fiber pair. 3 DocuSign Envelope ID: F9966F20-6D5847A3-8934-005821200E32 ARTICLE VCONSIDERATION TO BE PAID A Both parties, beginning on the Effective Date of this Agncnlcnt. as idcntincd in this Agreement, will exchange equal amounts of dark fiber for the term of this Agreement, so long as this Agreement is in force and eRect. If additional facilities are added to this Agreement the additional monthly payment shall be agreed to at that time and approved by both parties by amending this Agreement. If additional dark fiber is added equally between both parties no payment will be made. B. Additional dark fiber requests will be considered on d case-by-case basis. Extendingdark fiber outside the City or County may not be in eithers best interest. Both parties stipulate and understand that they havc the right to deny adding additional dark fiber paths for the other. C.Both parties may, after the expiration of the first year of the term of this Agreement, and upon thirty days further advance written notice, elect to disconnect a facility’s dark fiber connection. The non-disconnecting party will allow connections of new facility's Oladding additional pairs to a facility in place of the disconnected facility. Any construction costs for the new facility (location) will be paid for by the requestor of said fiber connection. It is understood that there will be no fee for disconnecting a facility. The facility removed shall count against the fiber being exchanged until such time as the new replacement facility has been added under this Agreement. If the disconnecting party elects not to establish a fiber pair connection to a new facility, then the amount ofdark fIber allowed to be used by both parties will not be reduced and the non- disconnecting party will not incur costs because of the unequal share of dark fiber being used until the term of the Agreement has expired. D. It is agreed and understood that the option of one party regarding the termination of its facility, and its replacement by a new facility, contained in Section V.C hereinabove,may only be exercised five (5) times during the term of this Agreement. E. Both pdrties do not require that either pay any security deposit respecting this Agreement. ARTICLE VI COMPLETION OF CONNECTION/FIBER PAIR Both parties may inspect the workmanship of any installation during the course of this Agreement. Initial inspection of new facilities is needed to ensure cornpli,Ince to levels that are acceptable to both parties. DocuSign Envelope ID: F9966F20-6D58-47A3-8934-005821200E32 ARl-IC’LE VII ACCEPTANCE OF THE CONNECTIONS Testing and test data will be done to provide satisfactory performance prior to the utilization of s,rid llbcl- connections. Satisfactory performance will be agreed to and accepted by both parties. Test results will be made available if requested. Fiber will be single-mode fiber and should support both wavelengths at 1310 ,Ind 1550 nanometers. Both parties reserve the right to test the fiber to ensure that it conforms to their standards. A hard copy of the final document, consisting of a complete set of end-to-end power attenuation and Optical TimeDomain Renector (“O’FDR”) readings for each single-mode fiber end at 1310 and 1550 nanometers, will be provided with the actual cable route and total footage for each fiber segment if requested. ARTICLE VIIIUSE OF PROPRIETARY INFORMATION All data exchanged between both parties in connection with this Agreement or in utilization of the fiber pair, which is identifIed as proprietary information, shall be safeguarded. If, however, such data is publicly made available under the Public Information Act (Chapter552 of the Texas Government Code) or other applicable laws, is already in either party's possession or known to either party or was rightfully obtained by either party from third parties,neither parties shall bear any responsibility for its disclosure of such information, inadvertentor otherwise. Both parties acknowledge that certain data is peculiar to them and which contains personally identifiable information. Both parties agree that in the event that such data comes into eithers possession that both shall not disclose to any individual or entity any personally identifiable information of both parties, unless they are required to disclose this information as a result of an order issued by a Court of competent jurisdiction. ARTICLE IX OWNERSIIIP AND CONTROL OF PROPERTY A. Both parties shall own and maintain all fiber optic cables that terminate at the points ofdemarcation at each site. B.Each party shall own and maintain all electronic equipment located at each of their sites. C. Both parties shall have the right to utilize the dark fiber optic cables comprising the fiber pair, so long as this Agrcement is in force and effect. Both parties agree that they will not sell, lease, alienate, or otherwise assign bandwidth to dny other party. The parties further agree thatits use of the fiber pair will be consistent with that of a private-line service user. and that both parties shall not offer access to the fiber pair to the public, and they shall take reasonab]e actions to establish procedures and protocols to assure that only authorized personnel access the fiberpair 5 DocuSign Envelope ID: F9966F20-6D58-+7A3-8934-005821200E32 ARTICLE X RESPONSIBILITY FOR MAINTENANCE Both parties shall be solely responsible to deternline the location of any problem within the electronics network and to remedy such problem at their cost and expense. In the event that a problem arises solely within the n ber optic cable or connections at any patch panels, one partyshall pronrptly notify the other and it sha]i be resolved in a timely and cost-efficient manner. Each party is responsible at its own expense for maintenance, repairs, and locates for fiber optic cdbles and connections that the party owns. ARTICLE Xl MAINTENANCE OF FIBER OPTIC CABLE In the event either party determines that it is necessary to perform maintenance on the fiber optic cdble or connection, then the other party should be notified in advance. Every effort to minimize said outage should be exercised. ARTICLE XIIDISASTER RECOVERY In the event of a disconnection of the fiber pair due to a natural disdster, such as a tornado, flood, or other catastrophic event, both parties will work to re-establish connections to the other at the earliest reasonable opportunity, considering, that the safety and welfare of the citizens of the City and County shall be an utmost priority in determination of restoration ofservIce ARTICLE XIIIHOLD HARMLESS To the extent allowed by the Constitution and statutes of the State of Texas, and without waiving any immunity or linritation ds to liability, both parties agree to and shall hold harmless each other, its officials, officers, agents, employees, or attorneys from and against any and all claims, losses, damages, causes of action, suits, and liabilities of every kind, including all expenses of litigation, court costs, and attorney's fees, for injury or death of any person, or fOI damages to any property; real, personal, or intellectual, arising out of or in connection with the use, but not the installation or maintenance, of the fiber pair, the subject of this Agmeme11t, where the injury or death or damage is caused by the negligence of either party, its officials, oftlcers, agents. employees, or attorneys. ARTICI.E XIVMEDIATION AND ALTERNATE DISPUTE RESOLUTION The parties hereto may agree to settle any disputes under this Agreement by submitting their dispute to mediation or other means of alternate dispute resolution. No mediation or other alternate dispute resolution arising out of or relating to, this Agreement involving one party's disagreement may include the other party to the disagreement without the other’s approval. 6 DocuSign Envelope ID: F9966F20-6D58-47A3-8934-005821200E32 ARTICLE XVASSIGNABILITY Both parties shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement to another governmental entity (whether by assignment, novation or otherwise) without the prior written consent of both parties, which consent shall not be unreasonably withheld. Both parties may not assign any interest in this Agreement to any other entity. other than a Texas governmental entity. Both parties shall not assign any interest in thisAgreement and shall not transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the other, which consent shall not be unreasonably withheld. Both parties, likewise. may only transfer any interest in thisAgreement to another Texas governmental entity. ARTICLE XVINOTICE Any notice given by one party to the other in connection with this Agreement shall be in writing and shall be by personal delivery; sent by registered mail or certified mail; or by U.S. Mail, return receipt requested, postage prepaid; or by facsimile transmission actually received, 10 CITY:City Manager City of Denton, Texas 215 East McKinney StreetDenton, Texas 76201 Fax: (940) 349-8596 and Tech Services Fiber Manager90 1-A Texas Street Denton, Texas 76209 Fax: (940) 349-7459 COUNTY:County Judge Denton County, Texas 110 West Hickory StreetDenton. Texas 76201 Chief Information Officer Denton County Technology Services 701 Kimberly Drive Suite 285Denton Texas 76208 Notice shall be deemed to have been received on the date of receipt as shown on the return receipt or other written evidence of receipt. 7 DocuSign Envelope ID: F9966F20-6D58-47A3-8934-005821200E32 AR’I-ICLE XVII MODI FIC’AI-ION No waiver or tnodincation of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modifIcation is in writing, duly executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. ARTieLE XVIIISAVINGS If any one or more of the provisions hereof concerning the subject matter of this Agreement should be held by a court or administrative agency of competent jurisdiction to be illegal, invalid or unenforceable in any respect, the parties agree to make a good faith effort to renegotiate another agreed provision to fulfill the purpose and intent of the present Agreement. ARTICLE XIXGOVERNING LAW AND VENUE This Agreement shall be construed under and governed by, and in accordance with the laws of the State of Texas, and all obligations of the parties hereto, created by this Agreement are performab Ie in Denton County, Texas, Venue of any suit or cause of action under thisAgreement shall lie exclusively in Denton County, Texas. ARTICLE XXMUTUAL 'rERMiNA'i-ioN OF PRIOR IN'rERLOCAL COOPERATION AGREEMENTS The InteNocal Cooperation Agreements referenced in Denton City Ordinances No2005-0220, No.2007-0195 and No. 2016-036 are hereby mutually terminated, are of no further force effect, and that all obligations of the parties under these Agreements, including payment of the monies, have been either satisfied or performed. ARTICLE XXIENTIRE AGREEMENT This Agreement and the exhibits attached thereto, constitutes the entire agreement among the pdrties hereto with respect to the subject matter hereof. and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreenrcnt. No amendment, modification, cancellation or alteration of the terms of this Agreement shall be binding on any party hereto unless the same is in writing, dated after the date hereof, and is duly authorized and executed by the parties hereto. 8 DocuSign Envelope ID: F9966F20-6D5847A3-8934-005821200E32 ARTICLE XXIIWAIVER OF TERMS AND CON Dl’FIONS The failure of either party to enforce or insist upon compliance with any of the terms or conditions of this Agreement shall not constitute a general waiver or relinquishment of any such terms or conditions. but the same shall be and remain always in full force and effect. ARTICLE XXIIICAPTIONS The captions contained in this Agreement are for informational purposes only and sh,Ill not in any way affect the substantive terms or conditions of this Agreement. DocuSign Envelope ID: F9966F20-6D5847A3-8934-005821200E32 IN WITNESS WFIEREOF, the City of Denton, I'exas has caused this Interlocal Cooperation Agreement to be executed by its duly-authorized and enrpowered Mayor; and Denton County, Texas has caused this Interlocal Cooperation Agreement to be executed by its duly-authorized and empowered County Judge. “CITY" CITY OF DENTON, TEXAS ATTEST: ROSA RIOS, CITY SECRETARY /-–DocuSlgned Dr By: 1 RMARINL-- IC5CA8C5E175483 APPROVED AS TO LEGAL FORM:AARON LEAL, CITY ATrORNEY /-D$eu Signed by: BY: ] M,& PenN„I\7F9D328BF1)204E5. .. Todd Hileman City Manager per Ordinance 1c)/27/2020 “COUNTY” ArrEST COUNTY CLERK, DENTOAByb,al APPROVED AS TO LEGAL FDISTRICT AFro BBy: aDaQ 1 1 eBca =3aE0a CDa6 11CO()0==nHIDa)aECB=n==aVlC0 la()0==••Hl•l>,+=1LIala)U >0hI &alC)aca [ ea b n: HId+1a,? : iI: :1) { $ q8 8 : IIla- On OQ Vla0li eGC)0 a) a) 0 +)a ana) bOa: b a 3Ua)aaCBa3a3 C)C0 a =n=al U >g HI a)a a E! <+1 LE=AA aDq)qa Eqiin>,hD nIH 0lnIHl•l0a=CJa)b ala)LU0a(\1 eu00in00\ia)a)00 &gI00K)aCO6a\ILL10COa)0)LLa a)al0m >CLUea) tB3C)aa a)ACBb a hI00Idtria)qFa a EU0018If)a)qra Don%R B Bt Certificate Of Completion Envelope Id: F9966F206D5847A38934005821200E32 Subject: Please DocuSign: City Council 7472 Denton County ILA for Dark Fiber Source Envelope: Status: Completed Document Pages: 12 Certificate Pages: 6 Signatures: 3 Initials: Envelope Originator: Cori Power 901 B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49. 140.104 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 10/7/2020 3:14:25 PM Holder: Cart Power cori.power@cityofdenton.com Location: DocuSign Signer Events Can Power cort.power@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 10f7/2020 5:19:19 PM Viewed: 10/7/2020 5:19:28 PM Signed: 10/7/2020 5:20:48 PM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 10/7/2020 5:20:50 PM Viewed: 10/8/2020 9:38:43 AM Signed: 10/8/2020 9:39:26 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication(None) DHtBIBll•d by: I N& pd,Hal,7F903288F0204E5 Sent: 10/8/2020 9:39:28 AM Viewed: 10/9/2020 12:50:58 PM Signed: 10/9/2020 12:51 :41 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 10/9/2020 12:51 :44 PM Viewed: 10/28/2020 10:27:25 AM Signed: 10/28/2020 10:27:49 AMUsing IP Address: 198.49.140.104 Signer Events Todd Hileman Todd.Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 10/28/2020 10:27:51 AM Viewed: 10/28/2020 11 :31 :07 AM Signed: 10/28/2020 l1 :31:17 AM 'Ooc4Bb8•d bEI f)/£ktLhAh .B77BC7118AOOt54 Signature Adoption: Pre-selected Style Using IP Address: 47.184.93.41 Electronic Record and Signature Disclosure:Accepted : 7/25/2017 11 :02:14 AMID: 57619fbf-2aec4b1 f-805d-6bd7d9966f2 1 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) Sent: 10/28/2020 11 :31 :20 AM Viewed: 10/28/2020 11:53:00 AM Signed: 10/28/2020 l1 :54:31 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and SIgnature Disclosure:Accepted: 10/28/2020 1 1:53:00 AMID: 266a53d5-237f4bee-9f20-6ae2cfdaf8d7 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Timestamp Sent: 10/7/2020 5:20:50 PMCheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 10/9/2020 12:51 :44 PM Zolina Parker zolina.parker@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 10/28/2020 11 :54:33 AM Carbon Copy Events Coy Werner Coy.Werner@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 10/28/2020 11 :54:35 AM Viewed: 10/28/2020 12:55:58 PM Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 10/28/2020 11 :54:36 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 10/28/2020 1 1 :54:36 AM 10/28/2020 1 1 :54:36 AM 10/28/2020 1 1 :54:36 AM 10/28/2020 1 1 :54:36 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Todd Hileman, Rosa Rios ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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