2005-220ORDINANCE NO. 2005- 220
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 AND IMPLEMENTATION OF A WIDE AREA DARK
FIBER NETWORK; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council, after considering the unanimous recommendation
for approval of the Interlocal Cooperation Agreement by the Public Utilities Board; and
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 to
Denton County, Texas is fair, and is done in a nondiscriminatory and non-preferential
basis; and 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 I. That the Mayor, or in her absence the Mayor Pro Tern, 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 and
implementation of a wide area dark fiber network involving excess capacity of the City's
fiber optic network, 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. That the expenditure of funds as set forth in the Interlocal
Cooperation Agreement is hereby authorized.
SECTION 3. That this ordinance shall become effective immediately upon its
passage and approval.
PASSED AND APPROVED this the_&~kday of 2005.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: &d
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
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By:
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S:\Our Documents\Ordinances\05\lnterlocal Cooperation Agreement-Excess Dark Fiber-Denton County-DM E 2005.doc
STATE OF TEXAS §
COUNTY OF DENTON §
INTERLOCAL COOPERATION AGREEMENT
THIS AGREEMENT is made and entered into on the //OYt day of
2005, by and between the CITY OF DENTON, TEXAS, a Texas
Municip, I Corporation (hereinafter the "CITY") and DENTON COUNTY, TEXAS
(hereinafter the "COUNTY"), each organized and existing under the laws of the State of
Texas, acting by and through and under 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, and 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
City of Denton, Texas; and
WHEREAS, the provisions of §54.2025 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 do not presently allow or permit the use by COUNTY of the CITY'S "lighted"
fiber facilities; and accordingly, CITY and COUNTY expressly understand and recognize that
only "dark" fiber facilities are being leased to the COUNTY hereunder; and
WHEREAS, there exists a limited amount of excess capacity on the City's fiber optic
system; and the COUNTY has not 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
CITY's system for use in its computer network, for the 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, the CITY and COUNTY desire to pool their respective resources, to
avoid unnecessary or duplicitous expense, and to take mutual advantage of maximizing
economics of scale, resulting in cost savings to their respective taxpayers; and
WHEREAS, the CITY is willing to continue to lease excess dark fiber optic system
capacity to COUNTY, for use by the COUNTY, for another term, utilizing that fiber optic
cable provided by and installed by the CITY 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 of §791.011(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 §791.011(e) of the Texas Government Code; and
WHEREAS, the CITY 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 fees and rates have been negotiated by the CITY and COUNTY after considering all
the relevant factors; 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 the
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 determined and hereby establish
the rates 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 issues known
to or anticipated by both parties, who mutually desire to set fees and rates for the lease of dark
fiber facilities for the entire term of this Agreement; and
WHEREAS, the CITY and COUNTY heretofore entered into an Interlocal
Cooperation Agreement, approved by Denton City Ordinance No. 2000-193 on June 6, 2000,
and which was approved by the COUNTY; and which Agreement became effective as of
October 3, 2000; wherein the CITY first leased dark fiber excess capacity to the COUNTY
for a term of five years; and such earlier Agreement is nearing expiration, and it is the desire
of CITY and COUNTY to replace same with a ten-year Interlocal Cooperation Agreement;
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
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this Agreement for the purpose of achieving the governmental functions and providing the
services represented by this collective, cooperative undertaking; and
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 to 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 continue utilizing the leased dark fiber optic cable owned by and
provided by the CITY, which is contained in Paragraph II.B. below. The COUNTY will own
and provide all of the electronic equipment needed to 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 sites centered on the County
Courts Building at 1450 East McKinney Street. The dedicated fiber pairs are to emanate from
the County Courts Building (the "Hub Facility") to:
1) the Denton County Government Center at 306 North Loop 288;
2) the Denton County Annex at 301 East McKinney Street (adjacent to Denton City
Hall);
3) the Denton County Courthouse on the Square at 110 West Hickory Street;
4) the Joseph Carroll - Denton County Office Building at 401 West Hickory Street.
A pair of fibers is also made available to COUNTY as part of the leased property:
5) from the Denton County Government Center, 306 North Loop 288 to the Texas
Department of Public Safety facility at 820 North Loop 288; and.
6) from the Denton County Annex at 301 East McKinney Street_ to the Denton
County Tax Office, at 300 East McKinney Street;
D. The leased property shall consist of one (1) fiber pair of single-mode fiber optic cable
(hereafter the "fiber pair") terminating at points of demarcation at each COUNTY site listed
in Paragraph II.C. above.
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E. The CITY shall furnish at the CITY'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 furnish at CITY'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 "ST" 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 CITY 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
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.
H. COUNTY shall promptly provide the CITY 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 this Agreement. All such drawings and written
documents shall be consistent with, and reasonably inferable from this Agreement.
1. CITY and COUNTY agree that the CITY's service to COUNTY is limited to a point-
to-point, dark fiber connectivity. CITY and COUNTY further agree that COUNTY's use of
the fiber pair shall be limited to COUNTY personnel; that the fiber pair leased to 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 /9~_day of t~^ 2005
and shall continue in force and effect for a term of ten (10) years from the effective date. In
the event that §791.001(1), 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 annually 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
4
CITY's lease of excess dark fiber optic facilities to COUNTY becomes illegal or unlawful,
that the CITY has the right to immediately cancel the remaining term of this Agreement and
disconnect its fiber pair facilities from the COUNTY's equipment.
B. 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 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 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 incur the City any financial hardship.
ARTICLE V
CONSIDERATION TO BE PAID BY COUNTY TO THE CITY OF 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 $2,420, and shall continue to pay such
monthly payment amount to the CITY 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 $2,420 per month takes into account a 45% discount from the
standard rate of $4,400 per month, because of the COUNTY'S willingness to obligate itself
to the CITY for a ten-year term by this Agreement. This monthly payment is based upon the
rate for the basic fiber optic cable pair fumished by the CITY to each 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 this Article V.
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 and 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 charge of $180 for a total 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 $580 per month. The rates stated in this Article V.B. are only applicable
5
if any new COUNTY facilities are along the CITY'S established fiber paths. 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 sixty (60) days of COUNTY'S
application for adding additional fiber pair facilities, whether it desires to extend such fiber
pair as requested. Such requests will be considered on a case-by-case basis. The CITY and
COUNTY expressly stipulate and understand that the CITY may not extend fiber pair
facilities outside of the city limits of the CITY.
D. The 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 totaling a maximum of three (3)
occurrences during the remaining term of this Agreement, 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 continue until such time as the new replacement
facility has been added as a covered rental-paying facility under this 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 disconnected facility until
the term of the Agreement has expired.
E. It is agreed and understood that the option of the COUNTY regarding the termination
of a facility, and its replacement by a new COUNTY facility, contained in Article V.D.
hereinabove, may only be exercised by the COUNTY three (3) times during the term of this
Agreement.
F. The monthly rental payments provided for in this Article V are due and payable to the
CITY at: Denton Municipal Electric, 1701-C Spencer Road, Denton, Texas 76205; or at such
other address which the CITY may inform the COUNTY of in writing.
G. 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.
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ARTICLE VII
ACCEPTANCE OF THE CONNECTIONS BY COUNTY
The CITY 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 INFORMATION
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.
CITY 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 CITY is required to disclose this information
as a result of an 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
7
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 the fiber pair.
ARTICLE X
RESPONSIBILITY FOR MAINTENANCE
The COUNTY shall be solely responsible to determine the 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 cost-
efficient manner at the CITY's sole cost and expense. The CITY covenants to commence
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 CITY 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 the net "Monthly Payment" as
specified in Exhibit "A" attached hereto, for the next month of this Agreement, for each 24
hour period thereafter, until the repair or problem to that circuit is completed.
ARTICLE XI
CITY MAINTENANCE OF FIBER OPTIC CABLE
In 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 CITY 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
tomado, 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 the citizens of the CITY shall be the CITY's utmost priority in determination of
restoration of service.
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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 attorneys, except that the COUNTY
assumes no liability for the sole negligent acts of CITY, its officials, officers, agents,
employees, or attorneys.
To the extent allowed by the Constitution and statutes 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 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 installation or maintenance, but not the
use, of the fiber pair, the subject of the Agreement, where the injury or death or damage is
caused by the negligence of CITY, its officials, officers, agents, employees, or attorneys.
ARTICLE XIV
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 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 the CITY, 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.
9
ARTICLE XVI
NOTICE
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, to:
CITY: City Manager
City of Denton, Texas
215 East McKinney Street
Denton, Texas 76201
Fax: (940) 349-8596
and
Denton Municipal Electric
Communications Manager
901-A Texas Street
Denton, Texas 76209
Fax: (940) 349-8476
COUNTY: County Judge
Denton County, Texas
110 West Hickory Street
Denton, Texas 76201
Fax(940)349-2821
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.
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.
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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 agreed 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 the
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 this
Agreement shall lie exclusively in Denton County, Texas.
ARTICLE XX
ENTIRE AGREEMENT
This Agreement and the exhibits attached thereto, constitutes the entire agreement
among the parties 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 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 XXII
AUTHORITY OF PARTIES
This Agreement is made by and entered into by the duly-authorized officials of each
respective governmental entity, upon the proper governmental authority.
ARTICLE XXIII
CAPTIONS
The 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 this Interlocal Cooperation cement to e executed by its
duly-authorized and empowered County Judg this to !lyC~~-day of
2005, to be effective as of the day of e 2005.
"CITY"
CITY OF DENTON, TEXAS
By: e"'I't & JL
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, INTERIM CITY ATTORNEY
By: Aw rls~tu
"COUNTY"
DENTON COUNTY, TEXAS
By: lel~et~
MARY HORN LINTY JUDG
ATTEST:
COUNTY CLERK, DENTON COUNTY, TEXAS p%%%GOUR4
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By: ~Yl'I, '
APPROVED AS TO LEGAL FORM
BRUC IS CKS, DISTRI AT RNEY
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Assistant istrict Att tey
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