2003-048AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE MAYOR, OR
IN THE MAYOR'S ABSENCE, THE MAYOR PRO-TEM, TO EXECUTE AN EXTENSION
TO INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF DENTON,
TEXAS AND THE DENTON INDEPENDENT SCHOOL DISTRICT REGARDING THE
LEASE OF EXCESS DARK FIBER OPTIC CAPACITY FROM THE CITY TO THE
DENTON INDEPENDENT SCHOOL DISTRICT IN CONNECTION WITH THE
IMPLEMENTATION OF THE DENTON INDEPENDENT SCHOOL DISTRICT WIDE
AREA NETWORK; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE;
PROVIDING FOR RETROACTIVE RATIFICATION, APPROVAL AND CONFIRMATION
THEREOF.
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 Extension
To Interlocal Cooperation Agreement between the City of Denton, Texas and the Denton
Independent School District for the lease of excess dark fiber optic capacity fi:om the City to the
Denton Independent School District in connection with the implementation of the Denton
Independent School District Wide Area Network, which Extension to Interlocal Cooperation
Agreement is attached hereto and incorporated by reference herein.
SECTION 2. That the expenditure of funds as set forth in the Extension To Interlocal
Cooperation Agreement is hereby authorized.
SECTION 3. That this Ordinance and the attached Extension To Interlocal Cooperation
Agreement shall be ratified, approved and confirmed effective as of the 28th day of January,
2003.
PASSED AND APPROVED this the.~_~/~ day of .~/~/~/~//'-b] , 2003.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
S:\Our Documen ts\Or dinances\03XlgI~D Interlocal Cooperation Agreement-Dark Fiber WAN 2003.do¢
THE STATE OF TEXAS §
COUNTY OF DENTON §
EXTENSION TO INTERLOCAL COOPERATION AGREEMENT
THIS AGREEMENT is made and entered into by and between the CITY OF DENTON,
TEXAS, a Texas Municipal Corporation (hereinafter "CITY") and the DENTON
INDEPENDENT SCHOOL DISTRICT (hereinafter "DISD"), 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
WHEREAS, the CITY and DISD are local governmental entities, both of whom have the
authority to perform the services set forth in this Agreement individually and who mutually
desire to enter into an extension to interlocal cooperation agreement, as provided for in Chapter
791 of the Texas Government Code (Vernon 1994) in order to maximize the benefits to the
citizens &Denton, Texas derived from each taxpayer dollar; and
WHEREAS, the CITY has heretofore constructed a fiber optics system operated by
Denton Municipal Electric in order to provide a dependable, secure, and cost-effective
communications path for the monitoring and protection of its electric utility system; and
WHEREAS, there exists a limited amount of excess capacity on the City's fiber optics
system; and DISD has not heretofore constructed any fiber optics system in order to interconnect
all of DISD's facilities, largely due to the cost of constructing such a system. DISD, in order to
improve the quality of education of the children enrolled in the Denton schools, desires to lease
from the CITY, only excess "dark" fiber optic capacity from the CITY's system for use in its
computer network, for the purpose of interconnecting all of DISD's schools, support and
administrative facilities on a fiber optics system which DISD believes will provide for a vast
integration of educational materials and exchange of data; and
WHEREAS, the provisions of §54.2025 of the Texas Utility Code further expressly
allows and permits the lease of excess capacity of the CITY's fiber optic facilities (dark fiber)
provided that the rental is done on a nondiscriminatory, non-preferential basis; said Texas
Utility Code clearly does not allow or permit the use by DISD of the CITY's "lighted" fiber
facilities; and accordingly, it is expressly undemtood by the CITY and DISD that only "dark"
fiber is being leased to DISD hereby; and
WHEREAS, the CITY and DISD desire to pool their resources, avoid unnecessary or
duplicitous expense, and take advantage of maximizing economies of scale, resulting in cost
savings to their respective taxpayers; and
WHEREAS, heretofore, the CITY and DISD, by an Inteflocal Cooperation Agreement
previously executed and approved by the CITY Council and the DISD Board of Trustees, in
DME/DISD Extension To Interlocal Cooperation Agreement - Page 1
early 1998, for a term of five (5) years, provided for the CITY to lease excess "dark" fiber optics
system capacity, and to construct aWide Area Network ("WAN") for use by DISD, utilizing that
dark fiber optic capacity provided and installed by the CITY, as provided in said previous
Interlocal Cooperation Agreement; and
WHEREAS, said previous Inteflocal Cooperation Agreement contained provisions that
allowed the CITY and DISD to further extend their agreement, provided that certain terms and
conditions are met; and the CITY and DISD each mutually desire to continue their contractual
relationship by extending the term thereof for an additional five (5) year period; and
WHEREAS, CITY is willing to extend the lease of excess "dark" fiber optics system
capacity to DISD and to extend a Wide Area Network ("WAN") for use by DISD, utilizing that
fiber optic cable provided by and installed by the CITY as provided in this Extension To
Interlocal Cooperation Agreement. The CITY and DISD by this Extension To Interlocal
Cooperation Agreement (hereafter the "Agreement") express their mutual understanding that the
relationship to be created by implementation of this Agreement is that of two governmental
entities sharing a private telecommunications network; and
WHEREAS, there is a valid governmental purpose served by this Agreement by the
CITY to DISD to provide high technology communications capability and connectivity for the
DISD in order that DISD may interconnect its facilities to provide enhanced services to the
students of DISD, as well as to DISD's support and administrative functions, consistent with the
lease of"dark" fiber; and
WHEREAS, the CITY and DISD agree that all payments made in connection with the
governmental functions provided for by this Agreement shall be made from current revenues
available to the paying party and that the payments received are adequate and fairly compensate
the parties for the services performed; and
WHEREAS, the Interlocal Cooperation Act, now contained in Chapter 791 of the Texas
Government Code (Vernon 1994), authorizes the CITY and DISD to enter into this Agreement
for the purpose of achieving the governmental functions and providing the services represented
by this collective, cooperative undertaking.
NOW THEREFORE, the CITY and DISD, for and in consideration of the premises and
the mutual covenants set forth in this Extension To Interlocal Cooperation Agreement do hereby
AGREE as follows:
ARTICLE I
INCORPORATION OF PREAMBLES
The preambles to this Agreement are incorporated into this Agreement and are found and
DME/DISD Extension To Interlocal Cooperation Agreement - Page 2
determined to be tree and correct.
ARTICLE II
SCOPE OF AGREEMENT
Denton Independent School District ("DISD") intends to implement its Wide Area
Network ("WAN") utilizing leased "dark" fiber optic cable owned by and provided by the
City of Denton ("CITY"). DISD will own and provide all of the electronics equipment
needed to implement its WAN at its sole cost and expense.
The Core WAN, as referred to in this Agreement consists of a redundant ring which
incorporates five (5) specific DISD sites. Additional lines emanate from this redundant
ring to other DISD sites. The redundant ring DISD sites and other DISD sites are shown
on Exhibit "A" which is attached hereto and incorporated herewith by reference. The
redundant ring shall consist of two (2) pairs of single-mode fiber optic cable terminating
at points of demarcation at each DISD site. Additional lines shall consist of at least one
(1) pair of single-mode fiber optic cable terminating at points of demarcation at each
DISD site. The connection from Calhoun Middle School to Denton High School shall
consist of two (2) pairs of single-mode fiber optic cable terminating at points of
demarcation at each DISD site.
The CITY shall furnish at CITY's own cost and expense, except as otherwise provided
herein, all labor, services, and material for the creation, construction, and completion of
the redundant ring and all additional lines emanating therefrom as provided within this
Agreement.
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 DISD sites. The exact
point of demarcation or placement of th,e patch panel at each of the DISD sites shall be
mutually determined by the CITY and DISD at the time of construction, which
determination shall be evidenced by a letter signed by authorized representatives of the
CITY and DISD.
DISD shall furnish, at DISD's own cost and expense, unless otherwise provided herein,
all labor, services, and materials necessary for the installation and connection of DISD's
electronics equipment (not to include "ST" connectors) to the patch panel at the point of
demarcation at each of the DISD sites.
DISD shall be responsible for providing suitable conduit ingress from the utility right of
way to a point within 50 feet of the point of demarcation at each DISD site. The exact
location for the ingress conduit will be mutually agreed to between DISD and DME.
Plans should be provided to DME as soon as possible but not less than 120 days prior to
installation. The conduit will be dedicated for the sole use of DME for fiber installation.
The conduit installation shall meet National Electric Code for installation of
communications cable. The conduit will be a minimum of 2-inch conduit with long
DME/DISD Extension To Inteflocal Cooperation Agreement - Page 3
sweep 90s. There will be no more than four 90s without a pull box. Pull boxes will be
large enough and configured to accommodate a minimum-bending radius of 15 inches.
DISD will be responsible for providing a pulling string in the conduit.
DISD shall promptly provide the CITY with any additional instructions, by means of
drawings or by other written document, as the CITY may require 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.
CITY and DISD agree that the CITY's service to DISD is limited to a point-to-point,
unswitched, private "dark" fiber service. CITY and DISD further agree that DISD's use
of the WAN shall be limited to DISD personnel and students; and, that DISD will not
offer access to the system to the public.
ARTICLE III
TERM OF AGREEMENT
The CITY and DISD agree that this Agreement shall be effective from and after, and
retroactively approved, ratified, and confirmed as of the 28th day of January, 2003
irrespective of the formal approval date of the governing bodies of both parties hereto,
and shall continue in force and effect for a period of five (5) years. In 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 annually on the anniversary of the
effective date of this Agreement unless the parties each elect to terminate this
Agreement.
The CITY is desirous of continuing to provide its dark fiber service to DISD. DISD is
desirous of continuing to receive dark fiber service fi.om the CITY. In furtherance
thereof, the CITY and DISD commit to enter into a meaningful dialogue to determine
the best manner in. which to maintain their mutual commitment to this beneficial
relationship on a long-term basis, no later than ninety (90) days from the date of this
Agreement.
ARTICLE IV
TERMINATION OF AGREEMENT
Either party may voluntarily terminate this Agreement at any time upon giving to the
other party one hundred twenty (120) days written notice of such intention to terminate;
Provided, however, that CITY and DISD agree that if DISD terminates this Agreement
prior to the five (5) year extended term set forth in ARTICLE III, above, DISD will pay
CITY a termination fee as specifically set forth below:
First Year of Agreement $67,000
Second Year of the Agreement $15,000
Third Year of the Agreement $0
DME/DISD Extension To Interlocal Cooperation Agreement - Page 4
Fourth Year of the Agreement $0
Fifth Year of the Agreement $0
These termination payments shall be adjusted as appropriate for addition of new facilities
to the WAN made during the term of this Agreement pursuant to ARTICLE V, §B.
Either party 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 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 ten (10) days after
the receipt of the 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.
At the time of expiration or termination of this Agreement, the CITY shall remove all
fiber optics connections at the DISD sites in a careful, prudent manner, unless otherwise
mutually agreed.
In the event the CITY terminates this agreement, without DISD's consent, prior to the
expiration of its term, the CITY agrees to continue "dark" fiber service until such time
that the CITY arranges for a commercial provider to establish service comparable to that
of the CITY "dark" fiber system for the remaining term of this Agreement. The City
shall pay for the difference in cost between the commercial provider's cost and the
amount due to the CITY under this contract.
ARTICLE VI
CONSIDERATION TO BE PAID BY DISD TO THE CITY
A. For Core WAN services shown in Exhibit "A", DISD shall pay to the CITY, beginning
on the effective date of this Agreement a monthly payment of $16,989.94 and shall
continue to pay such monthly payment amount to the CITY on the same date of each
successive month thereafter, so long as this Agreement is in force and effect.
B. The CITY and DISD contemplate that the Core WAN network shown in Exhibit "A" of
this Agreement will be expanded in the foreseeable future as the DISD opens new
schools and other school-related facilities. Accordingly, the CITY and DISD desire to
provide for such eventuality and, upon mutual agreement between DISD and the CITY,
a new DISD facility within the Denton Municipal Electric service area may be added to
the WAN network for the term of this Agreement, at the rate of $362.00 per month, per
DME/DISD Extension To Interlocal Cooperation Agreement - Page 5
new facility. Additionally, in the event that any such new DISD facility to be connected
to the WAN is beyond six thousand (6,000) feet from the DISD core facility ("core
facility") providing service, then the $362.00 per month rate shall be increased by an
amount equaling $.06 per linear foot per month for each foot, which the new DISD
facility exceeds the distance of six thousand (6,000) feet from the core facility along
established Denton Municipal Electric right-of-way. Charges for any new DISD
facilities outside established Denton Municipal Electric right-of-way shall be negotiated
on a case-by-case basis. DISD and CITY agree that the termination fees set forth in
ARTICLE IV, Section A. will be adjusted to reflect the City's investment in new
facilities added pursuant to this Section VI.B.
The CITY and DISD agree to cooperate and plan additions to Core WAN in a manner
that will not result in increases in charges paid by DISD during a DISD budget cycle or
decreases in revenue received by CITY during a CITY budget cycle, unless mutually
agreed to by both the CITY and DISD.
ARTICLE VII
COMPLETION OF CONNECTION TO WAN/SUPERVISION
The CITY may utilize such persons as may be necessary to act as inspectors or agents for
the purpose of supervising, in the interests of the CITY, the materials furnished and the work
done by DISD as construction of a project proceeds.
ARTICLE VIII
ACCEPTANCE OF THE CONNECTIONS/WAN BY DISD
The CITY agrees to submit to DISD sufficient test data respecting all aspects of any
additional line in order to establish satisfactory performance prior to utilization of the connection
and acceptance by DISD. Once any such requested testing is complete, and DISD reasonably
approves the test results, then DISD's acceptance of the line is complete. Acceptable test results
will be defined as follows:
An Optical Time Domain Reflectometer ("OTDR") shot must be provided for each
individual fiber strand (end to end) and the results must be of a level of performance that
adheres to the following specifications:
The "redundant ring"/backbone OC-12 Single Mode Fiber Optic cable plant:
Power Budget = 25db
Distance <= 40km
TX optical output power minimum of 2dBm maximum of-3dBm
RX input sensitivity minimum of-10dBm maximum of-28dBm
The "additional lines"/end nodes OC-3 Single Mode Fiber Optic cable plant
Power Budget = 25db
Distance <=40km
TX optical output power minimum of-5dBm maximum of 0dBm
DME/DISD Extension To Interlocal Cooperation Agreement - Page 6
RX input sensitivity minimum of-34dBm maximum of-10dBm
ARTICLE IX
USE OF PROPRIETARY INFORMATION
All data exchanged between CITY and DISD in connection with this Agreement or in
utilization of the Core WAN and any additional lines, which is identified as proprietary
information, shall be safeguarded by CITY and DISD to the same extent as CITY or DISD
safeguards like information relating to CITY's or DISD'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 nor DISD shall bear
any responsibility for its disclosure, inadvertent or otherwise.
CITY acknowledges that certain data peculiar to DISD contains personally identifiable
information, as that term is defined by the Family Educational Rights and Privacy Act,
concerning students. CITY agrees that in the event that such data comes into the CITY's
possession that the CITY will not disclose to any individual or entity any personally identifiable
information concerning students of DISD, unless the CITY is required to disclose this
information as a result of an Order issued by a Court of competent jurisdiction.
ARTICLE X
OWNERSHIP AND CONTROL OF PROPERTY
The CITY shall own and maintain all fiber optic cables which terminate at the points of
demarcation at each DISD site.
B. DISD shall own and maintain all electronic equipment located at each DISD site.
DISD shall have the right to utilize the leased "dark" fiber optic cables comprising the
redundant ring and connecting the DISD sites, so long as this Agreement is in force and
effect. DISD agrees that it will not sell bandwidth to any other party. DISD further
agrees that its use of the Core WAN and any additional lines will be consistent with
that of a private line service user, and that DISD shall not offer access to the Core
WAN or any additional lines to the public, and shall take reasonable action to
establish procedures and protocols to assure that only authorized DISD personnel
and DISD students are permitted access to the Core WAN and any additional lines.
DISD shall not, under any circumstances, connect its WAN in any manner to
CITY'S "lighted" fiber system.
ARTICLE XI
RESPONSIBILITY FOR MAINTENANCE
DISD shall be solely responsible to determine the location of any problem within the
DISD electronics network and to remedy such problem at DISD's sole cost and expense. In the
DME/DISD Extension To Inteflocal Cooperation Agreement - Page 7
event that a problem arises solely within the fiber optic cable (the redundant ring or any
additional lines emanating from the ring) or connections at any patch panels, DISD 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.
ARTICLE XII
CITY MAINTENANCE OF FIBER OPTIC CABLE
Unless otherwise mutually agreed, Denton Municipal Electric Fiber Division will provide
maintenance and repair service between the hours of 8:00 a.m. and 5:00 p.m. Monday
through Friday (Normal Service Hours). Response time will normally be one hour.
Maintenance and repair service applies to leased fibers only.
Denton Municipal Electric Fiber Division employees will respond to DISD declared
emergencies that occur outside of Normal Service Hours if requested to do so by the
DISD Technology Information Officer or his authorized designee; DISD shall notify
CITY in writing of such designation before such designation is effective. A charge of
$15.00 per hour per employee responding will be charged for this service. This hourly
charge will be escalated annually by applying the United States Department of Labor,
Bureau of Labor Statistics Consumer Price Index respecting the
telecommunication/utility industry.
In the event the DISD Technology Information Officer or his authorized designee
requests Denton Municipal Electric Fiber Division response to emergencies that occur
outside of Normal Service Hours, DISD agrees that a qualified DISD employee will also
respond to said emergency.
Do
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 DISD at least twenty -four (24) hours in advance, if reasonably possible, of any
periods of time the CITY determines is necessary for the CITY's network to be down.
ARTICLE XIII
DISASTER RECOVERY
Unless otherwise determined by the Denton Mayor, Denton City Manager, or authorized
Federal or State disaster recovery or Homeland Security Official, in the event of a disconnection
of the WAN due to a natural disaster, such as a tornado, flood, or other catastrophic event, the
CITY will re-establish connections to DISD at the earliest reasonable opportunity immediately
after restoration of fiber service to the Denton Municipal Electric electric system, emergency
services, law-enforcement, medical and health services, and other critical City functions. In all
cases, taking into account that the safety and welfare of the citizens of Denton shall be the
CITY's utmost priority in determination of restoration of service.
In the event of a total loss of connectivity, the following is the recounection priority for
DISD sites by importance:
DME/DISD Extension To Interlocal Cooperation Agreement - Page 8
1. Technology Center
2. Ryan High School
3. McMath Middle School
4. Strickland Middle School
5. Denton High School
6. Fred Moore High School
7. Ronny Crownover Middle School
8. Calhoun Middle School
9. Transportation
10. Service Center
11. Hodge Elementary School
12. Borman Elementary School
13. EP Rayzor Elementary School
14. Evers Elementary School
15. Ginnings Elementary School
16. Houston Elementary School
17. Lee Elementary School
18. McNair Elementary School
19. Newton Rayzor Elementary School
20. Rivera Elementary School
21. Ryan Elementary School
22. Wilson Elementary School
23. Ann Windle School for Young Children
24. Central Services
25. Special Education
26. SKECC
In the event of a partial loss of connectivity, the following is the reconnection priority to
Multi-Homed Sites for DISD by importance:
1. Transportation
2. Service Center
3. Hodge Elementary School
4. Borman Elementary School
5. E.P. Rayzor Elementary School
6. Evers Elementary School
7. Ginnings Elementary School
8. Houston Elementary School
9. Lee Elementary School
10. McNair Elementary School
11. Newton Rayzor Elementary School
12. Rivera Elementary School
13. Ryan Elementary School
14. Wilson Elementary School
15. Ann Windle School for Young Children
DME/DISD Extension To Interlocal Cooperation Agreement - Page 9
16. Central Services
17. Special Education
18. SKECC
19. Technology Center
20. Ryan High School
21. MeMath Middle School
22. Strickland Middle School
23. Denton High School
24. Fred Moore High School
25. Ronny Crownover Middle School
26. Calhoun Middle School
ARTICLE XIV
NOTIFICATION
Upon DISD recognition of occurrence of an outage of the dark fiber system the
DME Communications Manager shall be notified and a DME Tech shall be
dispatched. In the event this level of response and notification is unable to
satisfactorily respond to the needs of DISD the level of escalation of notification
shall be: the DME Superintendent of System Operations, followed by the DME
Assistant Director of Operations.
Upon DME recognition of occurrence of an outage of the dark fiber system the
DISD Technology Information Officer shall be notified.
ARTICLE XV
HOLD HARMLESS
To the extent allowed by the Constitution and statutes of the State of Texas, and without
waiving any immunity or limitation to liability, DISD agrees to and shall indemnify and hold
harmless CITY, its officers, agents, and employees from and against any and all claims, losses,
damages, causes of action, suits, and liability 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 optic network the subject of this Agreement, where the injury or
death or damage is caused by the negligence of DISD, its officers, agents, or employees, except
that DISD assumes no liability for the sole negligent acts of CITY, its officers, agents, or
employees.
To the extent allowed by the Constitution and statutes of the State of Texas, without
waiving any immunity or limitation to liability, the CITY agrees to and shall indemnify and hold
harmless DISD, its officers, agents, and employees from and against any and all claims, losses,
damages, causes of action, suits, and liability 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 in conjunction with the installation or maintenance,
but not the use, of the fiber optic network the subject of this Agreement, where the injury or
death or damage is caused by the negligence of the CITY, its officers, agents or employees.
DME/DISD Extension To Interlocal Cooperation Agreement - Page 10
ARTICLE XVI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties 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 XVII
ASSIGNABILITY
DISD 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 the CITY, which consent shall not be unreasonably be withheld. 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 the DISD, which consent
shall not be unreasonably be withheld.
ARTICLE XVIII
.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, return receipt
requested, postage prepaid, or by facsimile transmission actually received, to:
CITY:
City Manager
City of Denton
215 E. McKinney
Denton, TX 76201
Fax: (940) 349-8596
DISD:
Superintendent
Denton Independent School District
1307 N. Locust
Denton, Texas 76201
Fax: (940) 381-1093
Notices 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 XIX.
DME/DISD Extension To Interlocal Cooperation Agreement - Page 11
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 section will not be waived
unless as herein set forth.
ARTICLE XX.
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 XXI.
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 XXII
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 executed by the parties hereto.
ARTICLE XXIII
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.
DME/DISD Extension To Interlocal Cooperation Agreement - Page 12
ARTICLE XXIV
BINDING AUTHORITY
This Agreement is entered into by the duly authorized officials of each respective
governmental entity.
ARTICLE XXV
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 Extension TO
Interlocal Cooperation Agreement to be executed by its duly authorized Mayor on this the I
day of February, 2003; and the Denton Independent School District has caused this Extension To
Interlocal Co,o. peration Agreement to be executed by the President of its Board of Trustees on
this the 11~2 day of February, 2003, but to be effective from and as of the 28th day of
January, 2003.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
EULINE BROCK, MAYOR
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
"DISD"
DME/DISD Extension To Interlocal Cooperation Agreement - Page 13
ATTEST:
DENTON INDEPENDENT SCHOOL DISTRICT
BY: RI~OO~ent
Board of Trustees
DR. JEAN SCHAAKE, Secretary
Denton Independent School District
Board of Trustees
APPROVED AS TO LEGAL FORM
HAYES, COFFEY & BERRY, P.C.
S:\Our Documents\Contracts\03~DISD Dark Fiber Contract- ~llfird Draft 011703-B.doc
DME/DISD Extension To Interlocal Cooperation Agreement - Page 14