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Item 4CM E M O R A N D U M April 8, 2019 To: Shana Yelverton, City Manager From: Sharen Jackson, Chief Financial Officer Subject: Item 4C: Approve Interlocal agreement with CISD for utilization of fiber optic network Action Requested: Approve Interlocal agreement Background Information: On August 6, 2013, City Council approved a fiber interlocal agreement with CISD to provide fiber to North DPS training facility and North Park. With the addition of The Marq, the extension of the City’s wide area network is needed to provide redundant network and communication services to this facility. This updated interlocal agreement between the City and CISD will provide a low-cost solution and rapid implementation to enable required services. Financial Considerations: The cost of implementation is included in the FY 2019 CEDC operating budget. The City will be responsible for 50% all maintenance costs associated with the portion of the network that contains the fibers utilized by the city. Strategic Link: This agenda item is linked to the Southlake Strategy Map through the following objectives: • B2 Collaborate with select partners to implement service solutions • B6 Optimize the use of technology Citizen Input/ Board Review: CISD School Board scheduled to review/approve on April 15th Legal Review: N/A – simple amendment (adding The Marq) to original attorney reviewed agreement. Alternatives: 1) Approve as proposed 2) Deny – a higher cost solution would be required Supporting Documents: Interlocal agreement Staff Recommendation: Approve interlocal agreement as proposed Page 1 of 5 April 2019 (initials) CISD Atty._______ INTERLOCAL AGREEMENT FOR UTILIZATION OF A 3 PAIR OF FIBERS OF CISD'S METRO AREA FIBER OPTIC NETWORK TO SUPPLY DATA & VOICE TO THE CITY'S NEW DPS NORTH TRAINING FACILITY, THE MARQ AND THE CITY'S NORTH PARK STATE OF TEXAS § § COUNTY OF TARRANT § This Agreement is made by and between the City of Southlake, a home rule municipality, acting herein by and through its duly authorized Mayor, hereinafter referred to as the "City", and the Carroll Independent School District, a special purpose unit of government organized and acting under the laws of the State of Texas, acting herein by and through its duly authorized Board of Trustees, hereinafter referred to as the "District". WITNESSETH WHEREAS, the District held a May 2009 bond election resulting in Carroll Independent School District voter authorization to construct projects identified during a year-long study of capital improvements, maintenance, security, extracurricular, technology and capacity needs; and WHEREAS, the approved $114.1 million Proposition 1 package includes construction of a redundant metro area fiber optic network loop servicing all CISD educational facilities; and WHEREAS, the City of Southlake Strategy Map includes initiative B2, "Collaborate with select partners to implement service solutions"; and WHEREAS, both the City and the District have realized direct benefits from working together, recognizing that school properties and facilities are intended primarily for school purposes and that the educational needs of the children are the highest priority; and WHEREAS, both the City and the District have determined that these projects serve an important public purpose and desire to work cooperatively with one another to provide both data and voice services to the Departments of Public Safety's North training facility, The Marq/Bicentennial park and to North Park; and WHEREAS, the City, through its duly authorized Mayor, acknowledges the benefits achieved through its cooperation with the District on joint utilization projects and initiatives and desires to recognize the value of such cooperation; and WHEREAS, the City and the District now desire to enter into this Agreement to provide for the terms and conditions governing the utilization of 3 pairs of the District's metro area fiber optic network financed with the bonds approved in the May 2009 bond election ("the 2009 Bond Program projects"), pursuant to the Interlocal Cooperation Act, Texas Government Code, Section 791.001 et seq. Page 2 of 5 April 2019 (initials) CISD Atty._______ NOW, THEREFORE, for and in consideration of the mutual premises herein contained, the mutual benefits flowing to both the City and the District and other good and valuable consideration recited herein, the receipt and sufficiency of which is hereby acknowledged, the City and the District do hereby contract, covenant, warrant and agree as follows: SECTION 1: FEES The District and the City hereby agree that there will be no fees payable to the District by the City for the utilization of three (3) pair, six (6) individual strands, of the District's metro area fiber optic network. The City will be responsible for all fees, costs, and damages associated with the connection between the City's fiber and the District's fiber. The City of Southlake will be responsible for 50% all maintenance costs associated with the portion of the Carroll ISD Network that contains the six fibers utilized by the City. Maintenance includes all costs (relocations, technical services, etc.) associated with the operation of the network excluding locating. Locating will be the sole responsibility of Carroll ISD. SECTION 2. TERM The term of this Agreement shall be ten (10) years from the date execution of the last party to sign this Agreement unless earlier terminated as provided herein. SECTION 3. NO INDEMNITY Neither Party is required to indemnify the other in connection with this Agreement, except as set forth in this Agreement. Neither party will be liable to the other for any indirect, special, consequential, incidental, or punitive damages, including cost of cover. SECTION 4. NO JOINT VENTURE Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venture or any other similar such relationship between the parties hereto. SECTION 5. NO WAIVER OF IMMUNITY No party hereto waives or relinquishes any immunity or defense on behalf of itself, its trustees, officers, employees, and agents as a result of the execution of this Agreement and the performance of the covenants contained herein. Neither party waives the limitations on liability which are provided to it or its officers, and employees. SECTION 6. NO THIRD-PARTY BENEFICIARY This Agreement inures to the benefit of and obligates only the parties executing it. No term or provision of this Agreement shall benefit or obligate any person or entity not a party to it. The Page 3 of 5 April 2019 (initials) CISD Atty._______ parties hereto shall cooperate fully in opposing any attempt by any third person or entity to claim any benefit, protection, release or other consideration under this Agreement. SECTION7. NOTICE CONTACTS Notices regarding agreement should be sent to the following parties: CITY OF SOUTHLAKE (CITY) Primary Contact: Name: Jerry Weitzel Email: jweitzel@cityofsouthlake.com Secondary Contact: Name: Sharen Jackson Email: sjackson@cityofsouthlake.com CARROLL INDEPENDENT SCHOOL DISTRICT (DISTRICT) Primary Contact: Name: Randy Stuart Email: randy.stuart@southlakecarroll.edu Secondary Contact: Name: Scott Wrehe Email: scott.wrehe@southlakecarroll.edu SECTION 8. SEVERABILITY The provisions of this Agreement are severable. If for any reason a clause, sentence, paragraph, or other part of this Agreement should be determined to be invalid by a Court or a Federal or State Agency, Board, or Commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. SECTION 9. NON-WAIVER The failure of the City or the District to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of the City's or the District's right to assert or rely upon such term or right on any future occasion. SECTION l0. MISCELLANEOUS PROVISIONS By execution of this Agreement, each party represents to the other that: a. In performing its duties and obligations hereunder, it will be carrying out one or more governmental functions or services which it is authorized to perform; b. The undersigned officer or agent of the party has been properly authorized by that party's governing body to execute this Agreement and that any necessary resolutions extending such authority have been duly passed and are in effect; and c. If the District determines a future capacity need for the fiber pairs, the District will provide the City with a minimum of one hundred eighty (180) days prior Page 4 of 5 April 2019 (initials) CISD Atty._______ notification. Either party may terminate this Agreement for any reason at any time after giving the other party one hundred eighty (180) days advance written notice. d. The District is in no way liable for disruption of service. This Agreement does not guarantee data integrity, network availability or reliability. e. Fiber contractors must be pre-approved by District prior to any work upon the Fiber subject to this Agreement. SECTION 11. AUTHORIZATION The parties agree that this Agreement may be executed in multiple counterparts, each having the same force and effect. CITY OF SOUTHLAKE (CITY) CARROLL INDEPENDENT SCHOOL DISTRICT (DISTRICT) X Laura Hill Mayor X President, Board of Trustees X Date X Date Attest: Attest: X City Secretary X Secretary, Board of Trustees Approved: Legal Review: X City Attorney X Carroll ISD Attorney Page 5 of 5 April 2019 (initials) CISD Atty._______