2007-194ORDINANCE NO. 2007-~
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE
MAYOR TO EXECUTE AN INTERLOCAL COOPERATION AGREEMENT BY
AND BETWEEN THE CITY OF DENTON, TEXAS AND DENTON COUNTY,
TEXAS FOR THE LEASE OF A PORTION OF THE CITY'S DARK FIBER OPTIC
EXCESS CAPACITY FOR A TERM OF TWO YEARS; PROVIDING FOR
RETROACTIVE APPROVAL AND CONFIRMATION OF SAID [NTERLOCAL
COOPERATION AGREEMENT; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council, after considering the recommendation for approval
of the Interlocal Cooperation Agreement by the Public Utilities Board; and
WHEREAS, after review of the facts and circumstances regarding the Interlocal
Cooperation Agreement by and between the City of Denton, Texas and Denton County,
Texas, finds and concludes that the lease of the excess capacity dark fiber facilities, from
the City of Denton to Denton County, Texas, for a term of two (2) years, is fair, takes into
account the immediate needs of Denton County, and is done in a nondiscriminatory and
non-preferential basis as required by law; and
WHEREAS, because of the needs of Denton County, Texas the City Council
retroactively ratifies, confirms and approves the Interlocal Cooperation Agreement, to be
effective from and after September 24, 2007; and
WHEREAS, the Council determines that the Interlocal Cooperation Agreement is
in the best interests of the citizens of the City of Denton, Texas; NOW THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1. The Mayor, or in his absence the Mayor Pro Tem, is hereby
authorized to execute, on behalf of the City, an Interlocal Cooperation Agreement
between the City of Denton, Texas and Denton County, Texas for the lease by the City
of a portion of the dark fiber optic excess capacity owned by the City for a term of two
(2) years, in accordance with §54.2025 of the Texas Utilities Code, as amended; and
substantially in accordance with the Interlocal Cooperation Agreement which is attached
hereto and incorporated by reference herein.
SECTION 2. The expenditure of funds as set forth in the Tnterlocal Cooperation
Agreement is hereby authorized.
SECTION 3. The effective date of the above Interlocal Cooperation Agreement,
by and between the City and the County shall be ratified, confirmed and effective as of
September 24, 2007.
SECTION 4. The remainder of this ordinance shall become effective
immediately upon its passage and approval.
PASSED AND APPROVED this the~day of ~ ~~b~C~1/ , 2007.
-W~
PERK . McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
STATE OF TEXAS §
COUNTY OF DENTON §
INTERLOCAL COOPERATION AGREEMENT '' //
THIS AGREEMENT is made and entered into on [he `~ day of
2007, but effective from and after September 24th, 2007 by and
bettveen the C[TY OF DENTON, TEXAS, a Texas Municipal Corporation (hereinafter
the "CITY") and DENTON COUNTY, TEXAS(hereinafter , the "COUNTY"), each
organized and existing under [he laws of the State of Texas, acting by and through and
tinder the authority of their respective governing bodies and officials; and
WHEREAS, the CITY and COUNTY are local governmental entities organized under
the laws of the State of Texas, and both of whom have the authority to perform the services
set forth in this Agreement individually, and who mutually desire to enter into an interlocal
cooperation agreement for the purposes herein stated, as provided for in Chapter 791 of the
Texas Government Code (Vernon 1994), in order to maximize the benefits to the citizens of
the CITY and of the COUNTY to be derived from each taxpayer dollar expended; and
WHEREAS, the CITY has heretofore constructed a fiber optic system that is operated
by Denton Municipal Electric ("DME") in order to provide a dependable, secure, arid cost-
effective communications path for the monitoring and protection of its electric utility system,
which fiber optic system is in place and operational, and covers significant portions of the
Ciry of Denton, Texas; and
WIfEREAS, the provisions of §4.2025 of the Texas Utilities Code expressly allow
and permit the lease of excess capacity of the CITY'S dark fiber optic facilities, provided that
the rental is done on a nondiscriminatory, non-preferential basis; and that the provisions of
Texas law da not presently allow or permit the use by COUNTY of the CITY'S "lighted"
fiber facilities, and accordingly, CITY and COUNTY espressly understand and recognize that
only "dark" fiber facilities are being leased to the COUNTY hereunder; and
WFIEREAS, there exists a limited amount of excess capacity on [he City's fiber optic
system; and the COUNTY has no[ heretofore constructed any fiber optic system of its own in
order to interconnect some or all of the COUNTY'S facilities, largely due to the cost of
constructing such a system. The COUNTY, in order to improve the County's data and
information services, desires to continue to lease excess dark fiber optic capacity from the
CI~fY's- system for use in its computer nerivork, for [he purpose of interconnecting the
COUNTY'S facilities on a fiber optic system, which the COUNTY believes provides for the
improved efficient exchange of data; and
WHEREAS, [he C[TY and COUNTY desire to pool their respective resources, to
avoid unnecessary or duplicitous expense, and to take mutual advantage of maximizing
economies of scale, resulting in cost savings to their respective taxpayers; and
WFIEREAS, the CITY is willing to continue to lease excess dark fiber optic system
capacity to COUNTY, for use by the COUNTY, for the COUNTY Facilities referenced
hereinbelow, utilizing that fiber optic cable provided by and installed by the CFCY as
provided in this Interlocal Cooperation Agreement. The CITY and COUNTY by this
Interlocal Cooperation Agreement (the "Agreement") express their mutual understanding that
the relationship to be created by implementation of this Agreement is that of two local
governmental entities sharing a private telecommunications network; and
WHEREAS, there is a valid governmental purpose served by this Agreement by the
CITY and COUNTY to provide high technology communications capability for the
COUNTY in order that COUNTY may interconnect its facilities to provide enhanced services
to the residents of the COUNTY, as well as to the COUNTY'S governmental support and
administrative functions; and
WHEREAS, the CITY and COUNTY agree that all payments made in connection
with governmental functions provided for by this Agreement shall be made from current
revenues available to the paying party in accordance with the provisions with the provisions
of §791.01 1(d)(3) of the Texas Government Code, and that the payments received are fair and
adequate and fairly compensate the performing party for the services or functions performed,
in accordance with the provisions of §791.Oll (e) of the Texas Government Code; and
WHEREAS, the C[TY and COUNTY agree that the amounts established as the fees
and rates under this Agreement represent a fair consideration for the services furnished, and
that the-rates are charged in accordance with Denton City Ordinance No. 2006-265, Schedule
DFR [Dark Fiber], adopted on September 26, 2006, to be effective as of October 1, 2006; and
that the services to be rendered and the fees and rates to be charged for the services are not
regulated by the Public Utility Commission of Texas; and that [he services to be rendered are
not analogous to or subject to, in any manner, the furnishing of telephone services from the
CITY to the COUNTY; and
WHEREAS, the CITY and COUNTY have carefully deternuined and hereby establish
the rates and fees to be charged hereunder and have taken into account, all relevant factors
known to them, including without limitation, construction cost and other relevant factors, and
desire that the negotiated fees and rates of this Agreement fairly reflect all of the relevant
issuesknown to or anticipated by both parties, who mutually desire to se[ fees and rates for
the lease of dark fiber facilities for the entire term of this Agreement; and
WI-[EREAS, the CITY and COUNTY have heretofore entered into Interlocal
Cooperation Agreements, for the lease of dark fiber optic capacity and it is now the desire of
CITY and COUNTY to enter into this Interlocal Cooperation Agreement for a term of two
(2) years; and
WHEREAS, the Interlocal Cooperation Act, now contained in Chapter 791 of the
Texas Government Code (Vernon 1994), authorizes the CITY and the COUNTY to enter into
this Agreement for the purpose of achieving the governmental functions and providing the
services represented by this collective, cooperative undertaking; and
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NOW THEREFORE, the CITY and COUNTY, for and in consideration of the
premises and the mutual covenants set forth in this Interlocal Cooperation Agreement, and
pursuant to the authority granted by the governing bodies of each of the parties hereto, in
accordance with'§791.011(d)(1) of the Texas Government Code, do hereby AGREE as
follows:
ARTICLE I
INCORPORATION OF PREAMBLES
The preamble [o this Agreement is wholly incorporated into this Agreement and the
recitations contained therein are found and determined to be true and correct.
ARTICLE II
SCOPE OF AGREEMENT
A. COUNTY intends to utilize the leased dark fiber optic cable owned by and provided
by the CITY, which is contained in Paragraph [LC. below. The COUNTY will own and
provide all of the electronic equipment needed [o implement its wide-area network at its sole
cost and expense.
B. CITY and COUNTY agree that CITY may lease its dark fiber optic excess capacity to
others, and that this Agreement is non-exclusive in nature.
C. The leased dark fiber optic cable owned by the CITY, the "fiber pair" as referred to in
this Agreement, consists of the following specific COUNTY site centered on the County
Courts Building at 1450 East McKinney Street. The dedicated fiber pair is to emanate from
the County Courts Building (the "Hub Facility") to 608 East Hickory S[reet.
D. The leased property shall consist of one (l) fiber pair of single-mode fiber optic cable
(hereafter the "fiber pair") terminating at paints of demarcation at each COUNTY site listed
in Paragraph ILC. above.
E. "fhe C[TY shall fumish at the C[TY's own cost and expense, except as otherwise
provided herein, all labor, services, and material for the creation, construction, and completion
of the fiber pair and all additional lines emanating therefrom as provided within this
Agreement.
F. The CITY shall fumish at C[TY's own cost and expense, except as otherwise provided
herein, all labor, services, and material relating to the termination of the fiber optic cabling
with "S"f" style connectors into patch panels at each of the COUNTY sites. The exact point
of demarcation or placement of the patch panel at each of the COUNTY sites shall be
mutually determined by the CITY and COUNTY, which determination shall be evidenced by
a letter signed by authorized representatives of the C[TY and COUNTY.
G. COUNTY shall furnish, at COUNTY 's own cost and expense, unless otherwise
provided herein, all labor, services, and material necessary for the installation and connection
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of COUNTY'S electronics equipment (not to include "ST" connectors) to the patch panel at
the point of demarcation at each of the COUNTY sites.
FL COUNTY shall promptly provide the C[TY with any additional instructions, by means
of drawings or by other written documents, as the CITY may require in order to be able to
proceed with the work as provided for in [his Agreement. All such drawings and written
documents shall be consistent with, and reasonably inferable from this Agreement.
[. CITY and COUNTY agree that the CITY'S service to COUNTY is limited to point-to-
point connectivity. CITY and COUNTY further agree that COUNTY'S use of the fiber pair
shall be limited to COUNTY personnel; [hat the Fiber pair leased [o COUNTY shall transmit
data only; and, that COUNTY will not offer access to the fiber pair to the public.
ARTICLE III
TERM OF AGREEMENT
This Agreement shall be effective as of the day of 2007
and shall continue in force and effectfor a term of hvo (2) years from e effective date. [n
the event that §791.001(f), or any other provision of Chapter 791 of the Texas Government
Code requires an annual or other period of renewal of this Agreement,-then the parties shall be
deemed to have elected to renew this Agreement amorally on the anniversary of the effective
date of this Agreement unless the parties each elect to terminate this Agreement, as permitted
under the provisions of Article IV hereunder. If any facility is added during the term of this
Agreement it is expressly understood that the term of this Agreement shall apply.
ARTICLE IV
TERMINATION OF AGREEMENT
A. The parties agree that neither party may terminate this Agreement during the term
thereof unless it is determined by the CITY that the lease of dark fiber by CITY is prohibited
by law. CITY and COUNTY mutually understand that if any change of law provides that the
C[TY's lease of excess dark fiber optic facilities to COUNTY becomes illegal or unlawful,
that the C[TY has the right to immediately cancel the remaining term of this Agreement and
disconnect its fiber pair facilities from the COUNTY'S equipment.
Q. Either party hereto may terminate 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 wntten
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 notice expressly 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 complained of, within the
time specified, then this Agreement shall be terminated, and the party terminating this
Agreement may seek appropriate legal relief.
C. At the time of expiration or termination of this Agreement, the relationship between
the CITY and COUNTY regarding the leased Fiber pair shall immediately cease, and the
CITY shall thereafter remove all fiber optic connections at the COUNTY sites in a careful,
prudent manner The timeline for removal will be determined by the City and be performed
during normal business hours, so as not to place any tinancial hardship upon the CITY.
ARTICLE V
CONSIDERATION TO BE PAID BY COUNTY TO THE CITY OP DENTON
A. COUNTY shall pay to the CITY, beginning on the effective date of this Agreement, as
identified in this Agreement, a monthly payment of $640, for the fiber pair described in II.C.
above; and shall continue to pay such monthly payment amount to the C[TY on the same
date of each successive month thereafter, for the primary term of this Agreement, so long as
this Agreement is in force and effect. The monthly lease payment rate of $640 per month is
the standard rate, as no discounts are applicable due to the term of this Agreement, as stated
in the CI"fY'S.rate ordinance referenced above. This monthly payment is based upon the
rate for the basic fiber optic cable pair furnished by the CITY to the site, all as depicted and
set forth in Exhibit "A" attached hereto and incorporated herewith by reference. If additional
facilities are added to this Agreement the additional monthly payment shall be calculated in
accordance with the provisions expressed in the then current CITY rate ordinance, as
amended.
B. The CITY and COUNTY contemplate that the fiber pair lease provided for in this
Agreement will possibly be expanded in the foreseeable future as the number of COUNTY
facilities increase, move, or change. Accordingly, the CITY and COUNTY desire to remain
Flexible mid provide for such eventuality and agree that any new COUNTY facility may be
added to the list of fiber pair facilities network at a rate of $400 per fiber pair, per month, per
mile, per new facility, plus a building presence charge of $180 for a total Fiber rate of $580
per month, for the first mile for each new facility; with a minimum one-mile connection
charge for each new facility, being $J80 per month. The rates stated in this Article V.B. are
only applicable if any new COUNTY facilities are along the CITY'S established fiber paths.
"fhe dark fiber rate guidelines contained in Schedule DFR of the CITY rate ordinance are
also applicable. After the first mile connection charge of $580, rates are calculated on a one-
tenth of a mile basis, beginning with one-mile per each new facility.
C. The CITY shall, at its sole option, decide within silty (60) days of COUNTY'S
application for adding additional fiber pair facilities, whether it desires to extend such fiber
pair as requested, or if it is able to extend additional fiber pair facilities at that time. Such
requests will be considered on a case-by-case, basis. The CITY and COUNTY expressly
5
stipulate and understand that the CITY may not extend fiber pair facilities outside of the city
limits of the CITY.
D. "fhe COUNTY may, after the expiration of the first year of the term of this Agreement,
and upon ninety days further advance written notice, elect to disconnect a particular facility
from the fiber pair facilities because a facility no longer serves a COUNTY function. The
CITY is willing to consent to such disconnections, and will allow the COUNTY to connect a
new facility in place of the disconnected facility. It is understood that the rental payment for
the disconnected facility shall cohtinue until such time as the new replacement facility has
been added as a covered rental-paying facility under [his Agreement. At the time of addition
of a new facility to this Agreement (in lieu of the disconnected facility), COUNTY will no
longer be liable for rental on the disconnected facility. In the event the COUNTY elects not
to establish a fiber pair connection to a new facility, then the COUNTY would still be
financially liable to the CITY for the rental for the disconnectedfacility until the term of the
Agreement has expired.
E. The monthly rental payments and one-time construction payments provided for in [his
Article V.A. above, shall be due and payable to the CITY no later than twenty (20) days
after invoice date, at: Denton Municipal Electric, 1659 Spencer Road, Denton, Texas
76205; or at such other address which the CITY may inform the COUNTY of in writing.
F. The CITY does not require that COUNTY pay to CITY any security deposit
respecting this Agreement.
ARTICLE VI
COMPLETION OF CONNECTION/FIBER PAIR
The CITY may utilize such persons as may be necessary to act as inspectors or agents
for the purpose of supervising in the interest of the CITY, the materials furnished and the
work done by COUNTY as any construction involved in this project proceeds.
ARTICLE VII
ACCEPTANCE OF THE CONNECTIONS BY COUNTY
The C[TY agrees to submit to COUNTY sufficient test data respecting all aspects of
the connection (the fiber pair) in order to establish satisfactory performance prior to utilization
of the connections and acceptance by COUNTY. Once any such requested testing is complete
and the COUNTY reasonably approves the test results, the COUNTY's acceptance of the fiber
pair is complete. Acceptable test results will be defined as follows:
The end-to-end optical budget of the fiber segment should not exceed 9db. The fiber
cable shall support both wavelengths at 1310 and 1550 nanometers. The COUNTY
reserves the right to have fiber performance tested by an independent test organization
for conformance with the optical specifications stated above. A hard copy of the final
document, consisting of a complete set of end-to-end power attenuation and Optical
Time Domain Reflector ("OTDR") readings for each single-mode fiber end at 1310 and
1550 nanometers, shall be provided to the COUNTY along with the actual cable route
and total footage for each fiber segment.
ARTICLE VIII
USE OF PROPRIETARY EVFORMAT[ON
All data exchanged between CITY and COUNTY in connection with this Agreement
or in utilization of the fiber pair, which is identified as proprietary information, shall be
safeguarded by CITY and COUNTY to the same extent as the CITY or COUNTY safeguards
like information relating to the CITY'S or COUNTY'S own business. If, however, such data is
publicly available under the Public Information Act (Chapter 552 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 CITY or COUNTY shall
bear any responsibility for its disclosure of such information, inadvertent or otherwise.
C[TY acknowledges that certain data is peculiar to COUNTY and which contains
personally identifiable information. CITY agrees that in the event that such data comes into
CITY'S possession that CITY shall not disclose to any individual or entity any personally
identifiable information of COUNTY, unless the C[TY is required [o disclose this information
as a result ofan Order issued by a Court of competent jurisdiction.
ARTICLE IX
OWNERSHIP AND CONTROL OF PROPERTY
A. The CITY shall own and maintain all fiber optic cables that terminate at the points of
demarcation at each COUNTY site.
B. COUNTY shall own and maintain all electronic equipment located at each COUNTY
site.
C. COUNTY shall have the right to utilize the leased dark fiber optic cables comprising
the fiber pair, so long as this Agreement is in force and effect. COUNTY agrees that it will
not sell, lease, alienate, or otherwise assign bandwidth to any other party. COUNTY further
agrees that its use of the fiber pair will be consistent with that of a private-line service user,
and that COUNTY shall not offer access to the fiber pair to the public, and the COUNTY
shall take reasonable actions to establish procedures and protocols to assure that only
authorized COUNTY personnel access [he fiber pair.
ARTICLE X
RESPONSIBILITY FOk MAINTENANCE
"Che COUNTY shall be solely responsible to determine [he location of any problem
within the COUNTY electronics network and to remedy such problem at COUNTY'S sole
cost and expense. In the event that a problem arises solely within the fiber optic cable (any
additional lines emanating from the core) or connections at any patch panels, COUNTY shall
promptly notify the CITY and the CITY shall resolve the problem in a timely and cosri
efficient manner at the CITY'S sole cost and expense. The CITY covenants to commence
7
repairs within one (1) hour of actual notification from the COUNTY, which repairs shall be
completed as expediently as possible, utilizing where possible spare resources from the
CITY's perpetual inventory. "As expediently as possible" for purposes of this Article shall
mean in a time period of twelve or fewer hours following actual notification of the request to
the C[TY by the COUNTY. If a circuit repair or problem takes the CITY greater than twelve
hours to complete, then for each 24 hour period thereafter, the parties agree that the COUNTY
may deduct for that particular circuit, the sum equal to 3.5% of [he net "Monthly Payment" as
specitied in Exhibit "A" attached hereto, for the next month of this Agreement, for each 24
hour period thereafer, until the repair or problem to [hat circuit is completed.
ARTICLE XI
C[TY MAINTENANCE OP F[BER OPTIC CABLE
[n the event that the CITY determines that it is reasonably necessary to perform
maintenance on the fiber optic cable or within the CITY's network, then the C[TY shall notify
COUNTY at least twenty-four (24) hours in advance, if reasonably possible, of any periods of
time the CITY determines is necessary for CITY's network to be down.
ARTICLE XII
DISASTER RECOVERY
In the event of a disconnection of the fiber pair due to a natural disaster, such as a
tornado, flood, or other catastrophic event, the CITY will re-establish connections to
COUNTY at the earliest reasonable opportunity, taking into account, however, that the safety
and welfare of [he citizens of the CITY shall be the CITY's utmost priority in determination of
restoration of service.
ARTICLE XIII
HOLD HARMLESS
To the extent allowed by the Constitution and statutes of the State of Texas, and
without waiving any immunity or limitation as to liability, COUNTY agrees to and shall
indemnify and hold harmless the CITY, 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 for 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 Agreement, where the injury or death or damage is caused by the negligence of
COUNTY, its officials, officers, agents, employees, or attomeys, except that the COUNTY
assumes no liability for the sole negligent acts of CITY, its officials, officers, agents,
employees, or attomeys.
To the extent allowed by the Constittttion and stahrtes of the State of Texas, and
without waiving any immunity or limitation as to liability, CITY agrees to and shall
indemnify and hold harmless the COUNTY, 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 attomeys fees,
8
for injury or death of any person, or for damages to any property; real, personal, or
intellectual, arising out of or in connection with the installation or maintenance, but not the
use, of the fiber pair, the subject of the Agreement, where [he injury or death or damage is
caused by the negligence of CITY, its officials, officers, agents, employees, or attorneys.
ARTICLE X[V
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties hereto may agree to settle any disputes under this Agreement by
submitting their dispute to arbitration or other means of alternate dispute resolution such as
mediation. No arbitration 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.
ARTICLE XV
ASSIGNABILITY
COUNTY shall not assign any interest in [his 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 the C[TY, which consent shall not be
unreasonably withheld. COUNTY may not assign any interest in this Agreement to any other
entity, other than a Texas governmental entity. CITY shall not assign any interest in this
Agreement and shall not transfer any interest in this Agreement (whether by assignment,
novation or otherwise) without the prior written consent of COUNTY, which consent shall
not be unreasonably withheld. CITY, likewise, may only transfer any interest in this
Agreement to another Texas governmental entity.
ARTICLE XVI
NOTICE
Any notice given by one party to [hc 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 electronically, or by facsimile
transmission actually received, to:
C[TY: City Manager
City of Denton, Texas
215 East McKinney Street
Denton, Texas 76201
Fax: (940)349-896
and
Denton Municipal Electric
Communications Manager
901-A Texas Street
Denton, Texas 76209
9
Fax: (940)349-8476
COUNTY: County Judge
Denton County, Texas
1 10 West Hickory Street
Denton, Texas 76201
Fax (940) 349-2821
Notice shall be deemed [o have been received on the date of receipt as shown on the return
receipt or other written evidence of receipt.
ARTICLE XVII
MODIFICATION
No waiver or modification 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.
ARTICLE XVIII
SAVINGS
In the event that 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 agceed provision to fulfill the purpose and intent of the
present Agreement.
ARTICLE XIX
GOVERNING LAW AND VENUE
This Agreement shall be construed under and governed by, and in accordance with [he
laws of the State of Texas, and all obligations of the parties hereto, created by this Agreement
are performable in Denton County, Texas. Venue of any suit or cause of action under [his
Agreement shall lie exclusively in Denton County, Texas.
10
ARTICLE XX
ENTIRE AGREEMENT
This Agreement and the exhibits attached thereto, constitutes the entire agreement
among the parties hereto with respect [o 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 Agreement. 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 subsequent to the date hereof, and is duly authorized and executed by the parties hereto.
ARTICLE XXI
WAIVER OF TERMS AND CONDITIONS
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 at all times in full force and effect.
ARTICLE XX[[
AUTHORITY OF PARTIES
This Agreement is made by and entered into by the duly-authorized officials of each
respective govemmental entity, upon the proper governmental authority.
ARTICLE XXIII
CAPTIONS
'fhe captions contained in this Agreement are for informational purposes only and
shall not in any way affect the substantive terms or conditions of this Agreement.
IN WITNESS WHEREOF, the City of Denton, Texas has caused this Interlocal
Cooperation Agreement to be executed by its duly-authorized and empowered Mayor; and
Denton County, Texas has caused [his' Interlocal Cooperation greement t e executed by its
duly-authorized and empowered County Judge on this the ~ day of
2007, to be effective as of the 24th day of September 2007.
"CITY"
CITY OF DENTON, TEXAS
c
By:
PERR McNEILL. MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: QN
APPROV AS O LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
"COUNTY"
DENTON COUNTY, TEXAS
By: ~+
MARY HOR COUNTY JUDGE
oSCDURTp ,, ,
COUNTY CLERK, DENTON COUNTY, TEXAS "`,t` ~'~utt:~~.!;p~.~
By. ~
APPROVED AS TO LEGAL FO
PAUL JOHNSON, DIST/R/ICT ATTORNEY
By - lit
Assistant District Attorney
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