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2005-086ORDINANCE NO. d0~5-~:;~ AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ACCEPT AN INTERLOCAL AGREEMENT WITH MUSTANG SPECIAL UTILITY DISTRICT TO AUTHORIZE PARTICIPATION IN VARIOUS CITY OF DENTON CONTRACTS FOR THE PURCHASE OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE', AND DECLARING AN EFFECTIVE DATE (FILE 3321-1NTERLOCAL AGREEMENT WITH MUSTANG SPECIAL UTILITY DISTRICT). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the City Manager is hereby authorized to execute the attached Interlocal Agreement, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. That this ordinance .shall become effective immediately upon its passage and approval. PASSED AND APPROVED this them-day of EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: Attachment 1 INTERLOCAL COOPERATIVE PURCHASING AGREEMENT BETWEEN CITY OF DENTON AND' MUSTA'NG SPI~CIAL UTILITY DISTRICT. STATE OF TEXAS COUNTY OF DENTON the City of Demon, State of Texas, and; Mm--~g ~-pecial Utility District referrea to l~erein as participating governments. WHEREAS, the respective participating governments are authorized by the Interlocal Cooperation Act, V.T.C.A. Government Code, Chapter 791, to enter into joint contracts and agreements for the performance of governmental functions and services including administrative functions normally associated with the operation of government such as purchasing of necessary materials and supplies; WHEREAS, it is the desire of the aforesaid participating governments to comply with and further the policies and purpose of the Interlocal Cooperation Act; WHEREAS, thc participating governments cannot normally obtain the best possible purchase price for materials and supplies acting individually and without cooperation; and WHEREAS, it is deemed in the best interest of all participating governments that said governments do enter into a mutually satisfactory agreement for the purchase of certain materials and supplies; WHEREAS, the parties, in performing governmental functions or in paying for the performance of governmental functions hereunder shall make that performance or those payments from current revenues legally available to that party; NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and conditions contained herein and pursuant to the authority permitted under the Interlocal Cooperation Act, promise and agree as follows: Purpose The purpose of this Agreement is to authorize participation of the Mustang Special Utility District in various City of Denton contracts for the purchase of various goods and services. Participation in this cooperative program will be highly beneficial to the taxpa})ers of the City of Denton through anticipated savings to be realized. INTERLOCAL COOPERATIVE PURCHASING AGREEMENT H. Duration of Agreement This Agreement shall be in effect from the date of execution until terminated by either party to the agreement. Relationship of Parties It is agreed that Mustang Special Utility District, in receiving products and/or services specified in this agreement, shall act as an independent purchaser and shall have control of its needs and the manner in which they are acquired, l~strlxa~e Mustang Special Utility District, its agents, employees, volunteer help or any other person operating under this contract shall be considered an agent or employee of City of Denton and shall not be entitled to participate in any pension plans or other benefits that City of Denton, Texas provides its employees. City of Denton, Texas shall notify all participating entities of available contracts to include terms of contract, commodity cost, contact names and addresses. City of Denton, Texas shall keep participating governments informed of all changes to the Cooperative Purchasing list of contracts. Nothing in this agreement shall prevent any participating government from accepting and awarding bids for commodities subject to this agreement individually and in its own behalf. Laura Haynie, Purchasing Agent is hereby designated as the official representative to act for the Mustang Special Utility District in all matters relating to this agreement. Purchase of Goods and Services All products and services shall be procured by City of Denton, Texas in accordance with procedures governing competitive bids and competitive proposals. The participating government will be able to purchase from those contracts established by City of Denton, Texas where notice has been given in the specifications and successful bidder has accepted terms for Cooperative Purchasing Agreements for local governments. The participating governments hereto agree that the ordering of products and services through this agreement shall be their individual responsibility and that the successful bidder or bidders shall bill each participating government directly. INTERLOCAL COOPERATIVE PURCHASING AGREEMENT Purchase of Goods and Services (Continued) The participating governments agree to pay successful bidders directly for ail products or services received from current revenues available for such purchase. Each participating government shall be liable to the successful bidder only for products and services ordered by and received by it, and shall not by the execution of this agreement assume any additional liability. City of Demon, Texas does not warrant and is not responsible for the quality or delivery of products or services from successful bidder. The participating govemmem shall receive all warranties provided by successful bidder for the products or services purchased. In the event that any dispute arises between individual participating government and a successful bidder, the same shall be handled by and between the participating government body and the bidder. 1N WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers thereon the day and the year first above written. Mustang Special Utility District, TEXAS ~ aines, eral Manager CITY OF DENTON By: Michael &. Cond~f(_} City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROYED AS TO ~LEGAL FORM: HER~R~~TTORNEY BY: ' ~- / v INTERLOCAL AGREEMENT BETWEEN DENTON COUNTY AND THE CITY OF DENTON FOR USE OF THE CITY OF DENTON RIGHTS-OF-WAY FOR DENTON COUNTY FIBER OPTIC NETWORK THIS AGREEMENT is made and entered into by and between the COUNTY OF DENTON (hereinafter "County"), organized and existing under the laws of the State of Texas and the CITY OF DENTON, TEXAS, a Texas Municipal Corporation (hereinafter "City"), acting by and through, and under the authority of their respective governing bodies; and WHEREAS, the County and City are local government entities both of whom have the authority to perform the services set forth in the Agreement individually and who mutually desire to enter into an interlocal agreement, as provided for in Chapter 791 of the Texas Government Code (Vernon 1994) in order to maximize the benefits derived from each taxpayer dollar; and WHEREAS, the Interlocal Cooperation Act, now contained in Chapter 791 of the Texas Government Code (Vernon 1994), authorizing the County and City to enter into this Agreement for the purpose of achieving the governmental functions and providing the services represented by this collective, cooperative undertaking; and, WHEREAS, the City and the County have participated together in many projects and desire to continue to work together and participate with the City in many current and future projects; including but not limited to Brinker Road, Loop 288, Bonnie Brae Road, and future projects for FM designations, such as Mayhill Road, and enter into this Agreement as part of this continued effort to work together. NOW, THEREFORE, the County and the City, for an in consideration of the premises and the mutual covenants set forth in this Agreement, does hereby grant unto Denton County the permanent use of certain public easements pursuant to the following terms and conditions: 1. COMPENSATION County shall pay to City upon execution of this Agreement, a one time payment of $3500.00 as good and valid consideration for this Agreement, given the history between the parties and the pubhc purpose served by this Agreement, for the permanent use of certain public easements as described in this Agreement. County may construct a subsurface optical telecommunications line in conjunction with Denton Independent School District's construction of its system, which is to be part of the County's total communications network, ("the facility"). The facility and its use are described as follows: a. The facility shall consist of a fiber optic cable placed within a Conduit which shall be installed using directional boring technology to minimize surface disturbance in accordance with City code requirements as a separate conduit(s) in addition to or as in piggyback with the condnit(s) previously authorized by the City to be installed by the Demton Independent School District in'a previous agreement with the City. b. The facility is to be used exclusively for transportation, educational, administrative and other County communication purposes by the County. Such uses include, but are not limited to, voice communications, data transfer and video. All uses may be upgraded or added to as new technologies develop. c. The facility shall remain a private network used as described above. It is not to be offered to the general public as a utility or a device to generate revenue or profit. d. The Denton County conduit and cable shall connect to the Denton County network switch at the Denton County Courts Building, 1450 E. McKinney Street in Denton County, Texas, and other facilities designated by Denton County, and continue generally eastward along the routes used by Denton Independent School District, to the area of Mayhill Road, where it shall join a conduit running generally north and south along Mayhill Road, and in other locations or routes as shown on Exhibit A. The Conduits shall be installed at approximately the same time as the Conduits are installed by the Denton Independent School District ("DISD".) The County may install and maintain said fiber optic cable and equipment at any time during the term of this Agreement. This Agreement is granted subject to the following additional conditions, terms and reservations: a. This Agreement is subject to any existing utilities or communications facilities, including drainage, presently located within the licensed area, owned and/or operated by the City or any utility or communications company, public or .private, and to any vested fights presently owned by a utility or communications company, public or private, for the use of the license area for facilities presently located within the boundaries of said licensed area. b. The City reserves the right, subject to further conditions described in the paragraph, to lay and permit to be laid, sewer, gas, water, and other pipelines or cables and conduits, and to do and permit to be done, any nndergronnd and overhead installation or improvement that may be deemed necessary or proper by the governing body of the City, on, across, along, over or under any public right of way occupied by Denton County, and to change any curb or sidewalk or the grade of any street. City shall provide the County with written notice of at least sixty (60) days prior to any such action. If the City reasonably requires Denton County to remove, alter, change, adapt, or conform its facilities because of changes in the grade of the street or in the location or manner of construction of a water pipe, sewer pipe, or other underground or abovegronnd structure owned by the City, County shall make the alterations or changes as soon as practicable when ordered in writing by the City, without claim for reimbursement or damages against the City. If these requirements impose a financial hardship upon the County, County shall have the fight to present and implement alternative proposals upon consent of the City. This Agreement is subject to any existing utility or communications facilities, public or private, including drainage, presently located within the licensed area, owned and or operated by the City or any utility or communications company, public or private, and to any vested rights presently owned by any utility or communications company, public or private, for the use of the area for facilities presently located within the boundaries of the licensed area. It is the intent to the foregoing that the permission herein is made expressly subject to the utilization of the licensed area for communication and public utility purpose, including drainage, over, under, through, across and along the licensed area. County is prohibited from using the subject area in any manner which violates Federal, State or local laws, regulations, rules and orders, regardless of when they become effective, including without limitation, those related to health, safety, noise, environmental protection, waste disposal, and water and air quality, and shall provide satisfactory evidence of compliance upon request by the City. Should any discharge, leakage, spillage, emission or pollution of any type occur upon or from the licensed area due to County's use and occupancy thereof, County, at its expense, shall be obligated to clean up the licensed area to the satisfaction of the City and any governmental body having jurisdiction there over. City does hereby license and demise, subject to the foregoing terms and provisions, the property depicted on Exhibit "A", herein above referred to as the "premises", which is attached hereto and made a part hereof: This Agreement is subject to all State laws, the provisions of the Charter of the City of Denton as it now exists, or may hereafter be adopted or amended, and the ordinances of the City of Denton now in effect or tho.se which may hereafter be passed or adopted. This Agreement embodies the complete agreement of the parties, superseding all oral or written previous and contemporary agreements between the parties and relat'mg to matters in this Agreement cannot be modified without written agreement of the City and County to be attached and made a part of this Agreement. Any Notice under this Agreement shall be in writing and shall be delivered by certified mail, return receipt, and direct as follows: For City: Mike Conduff, City Manger City of Denton 215 E. McKinney Street Denton, Texas 76201 For County: Honorable Mary Horn Denton County Judge 110 East Hickory Denton, Texas 76201 Copy to: District Attorney's Office/Civil Division 1450 East McKinney P.O. Box 2850 Denton, Texas 76202 Copy to: City of Denton City Attorneys Office 215 E. McKinney Denton, Texas 76201 10. 11. 12. 13. 14. 15. This Agreement is not intended to extend the liability of the parties beyond that provided by law. Neither County or City waivers, not shall be deemed hereby to waive, any immunity or defense that would otherwise be available to it against claims arising by third parties. The parties to this Agreement agree that the exchanges and permitted uses described in this Agreement constitute payments in mounts that fairly compensate the other party for the services and functions performed under this Agreement. Further, the parties to this Agreement stipulate and agree that the parties paying for the performance of the governmental functions or services will make these payments from current revenue available to that party. 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 section will not be waived unless as herein set forth. 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. 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. 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 executed by the parties hereto. 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. This Agreement is entered into by the duly authorized officials of each respective governmental entity. EXECUTED in triplicate originals on this the OtvI day of mCUrCvx by Denton County, Texas. ,2005 DENTON COUNTY 110 West Hickory Denton, Tex~ H~n._.q~y<.~orn, Der~ County Judge Date: Acting behalf and by the authority of the Co .tm/ka~ on ATTEST. Denton Co/unty Clerk APPROV TO LEGA Z:/ B(_~ YA~s[s(adt-13};trict Attorne - - ' EXECUTED in triplicate originals on this the~ay of by the City of Denton, Texas. Denton County, Texas. CITY OF DENTON 215 E. McKinney Date: H o n. E~e/~r~:,~y~y..9 r Acting on behalf and by the authority of the City of Denton, Denton County, Texas. jAETN~R WA,LTERS, CFY/S ECRETARY APProvED AS~/TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY --~1 ~" · --~.~.~o~ ~-~-._i ' ,. . - ~=~ ~ '- ~ , EXHIBIT A I I S:\Our Documents\Ordlnanc~s\05~Denton Co Fiber Optic Interloeal Agreement.doc · oRDInANcE NO. 2005- AN ORDINANCE OF THE CITY OF DENTON, TEXAS; AUTHORIZING THE MAYOR TO EXECUTE AN INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON COUNTY, TEXAS REGARDING THE USE OF THE RIGHTS OF WAY FOR DENTON COUNTY'S FIBER OPTIC SYSTEM; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton has an agreement with ~e Denton Independent School District, (DISD), for use of the City rights of way for a Fiber Optic Network. Denton County has entered into an agreement with DISD to use part of the DISD Fiber Optic Network or to place a fiber optic cable into the DISD conduit for transportation education, administrative and 0ther Denton County communication purposes; and WHEREAS, the Interloeal Cooperation Act, now contained in Chapter 791 of the Texas Government Code (Vernon 1994), authorizes the CITY and Denton County to enter into an Interlocal Agreement for the purpose of achieving the governmental functions and providing the services represented by Denton County use of City fights of way, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the Mayor, or in her absence, the Mayor Pro-Tem, is hereby. authorized to execute, on behalf of the City Council of the City of Denton, Texas, an Interlocal Cooperation Agreement between the City of Denton, Texas and Denton County, Texas for the use of the rights of way for Denton County fiber optic system, which Interlocal Cooperation Agreement is attached hereto and incorporated by reference herein. sEcTION 2. Tl~s Ordinance shall become effective immediately upon its passage and approval. pASSED AND APPROVED this the a~/._~__~4ay of .~L_~ ..~_. ,2005. EULINE BROCK, MAYOR $:\Our Documents\Ordinanc es\0 5/Denton Co Fiber Optic Iuterlocal Agreement. dec ATTEST: · JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY Page 2 of 2