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HomeMy WebLinkAboutCity Council Resolutions (RESOLUTION R-17-4102)-03/07/2017 RESOLUTION R-17-4102 A RESOLUTION APPROVING AN INTERLOCAL AGREEMENT WITH THE GRAPEVINE COLLEYVILLE INDEPENDENT SCHOOL DISTRICT TO FACILITATE THE INSTALLATION OF A FIBER OPTIC CONDUIT . SYSTEM AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT WHEREAS, the Colleyville City Council desires to utilize partnerships and technology to enhance efficiencies in communication and operations; and WHEREAS, the City Council desires to enter into an Interlocal Agreement with the Grapevine Colleyville Independent School District to replace leased fiber lines with an owned fiber optic conduit system. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEYVILLE, TEXAS: Sec. 1. THAT the City Council hereby approves an Interlocal Agreement with the Grapevine Colleyville Independent School District, attached as Exhibit "A", and authorizes the mayor to execute the Agreement. AND IT IS SO RESOLVED. APPROVED BY A VOTE OF /p AYES, () NAYS, AND O ABSTENTIONS ON THIS THE 7th DAY OF MARCH 2017. Mayor Richard NewtonAtte- Mayor Pro Tem Chris Putnam Pc scut Place 1, Tammy Nakamura (pny` Place 5, Nancy CoplenAtte' Place 2, Bobby Lindamood 04.4,G Place 6, Mike Taylor je Place 4, Jody Short jH �- -ATTEST: CITY OF COLLEYVILLE APl, Arri 6helley, g• MC Richard Newton City Secretary Mayor STATE OF TEXAS § INTERLOCAL AGREEMENT BETWEEN THE CITY OF § COLLEYVILLE AND THE GRAPEVINE-COLLEYVILLE COUNTY OF TARRANT § INDEPENDENT SCHOOL DISTRICT FOR FIBER This Interlocal Agreement(the "Agreement") is entered into by and among the CITY OF COLLEYVILLE, TEXAS ("City") a municipal corporation and the GRAPEVINE- COLLEYVILLE INDEPENDENT SCHOOL DISTRICT ("GCISD"), and located partially within the City of Colleyville and jointly,referred to as the"Parties." RECITALS WHEREAS, GCISD and the City execute this Interlocal Agreement pursuant to the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as amended, and in accordance with purchasing statutes regulating the Parties and subject to availability of current revenues; WHEREAS,the Interlocal Cooperation Act authorizes governmental entities to enter into interlocal cooperation agreements for administrative and governmental functions and services; WHEREAS,the Parties agree that any Party paying for the performance of governmental functions or services under this Agreement shall make those payments from current revenues available to the paying Party; WHEREAS,the City and GCISD desire to install,have and maintain a fiber optic conduit system to carry out their respective governmental functions and each have determined it necessary and beneficial to share a common conduit system within their respective public rights-of-way where practicable; and NOW, THEREFORE, for and in consideration of performance of the mutual covenants, obligations and undertakings by each of the respective Parties to this Agreement the Parties agree as follows: I. DEFINITIONS Unless the context clearly indicates a different meaning,the words and phrases set forth in this Article I shall have the following meanings when used in this Agreement: "Access Point" shall mean the area immediately surrounding a Pull Box facility and/or other facility location where one Party's responsibility for the Conduit System Facilities ends and other Party's begins. "City" shall mean the City of Colleyville,Texas. PAGE 1 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER "Conduit System"shall mean the entire conduit system, including the Facilities as defined herein,to be installed and maintained for the benefit of the City and GCISD as depicted in the map attached hereto as Exhibit A. The portion of the Conduit System located on GCISD property shall be solely owned and maintained by GCISD and the portion of the Conduit System located on City property shall be solely owned and maintained by the City; provided that portions of the Conduit System located within the City's Rights-of-Way defined herein shall be owned and maintained jointly and severally by the Parties. "Contractor" shall mean the City of Grapevine, Texas. "Equipment" shall mean the tools, machinery, and motor vehicles used to install the conduit system, including equipment such as a bore rig, trucks, back trailer, fiber pulling equipment, or other such machinery or equipment. "Effective Date" shall mean the date this Agreement bears the signatures of the authorized representatives of all of the Parties,whether on one or multiple counterparts. "Expiration Date" shall mean the last date of the Initial Term or Renewal Term of this Agreement, as the case may be. "Fiber" or "Fiber Optic" shall mean the optics of light transmission through very fine, flexible glass rods by internal reflection. "Facilities" shall mean the physical facilities comprising the Conduit System, including any conduit, fiber optic strands, innerduct, hand holes or manholes used for the Conduit System, trunk lines,pull boxes or any other part of the fiber optic system. "GCISD" shall mean the Grapevine-Colleyville Independent School District. "Glade Road Project"shall mean the installation of fiber conduit facilities to occur within the City along the portion of Glade Road located in Colleyville from a starting point beginning at the western side of its intersection with Bransford Road and extending to the eastern side of its intersection with Manning Drive. The City shall be solely responsible for hiring the contractor and administering the work for the Glade Road Project. "Highway 26 Project"shall mean the installation of fiber conduit facilities to occur within the City along the entire portion of Highway 26 located within the City upon which TxDOT performs the installation of the fiber conduit facilities. "Innerduct" shall mean the flexible tube conduit through which glass fiber strand cable may be installed. "Multi-duct" shall mean all portions of the Conduit System that has been sectioned into either two or more innerducts. PAGE 2 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND TILE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER "Project" shall mean the installation of the Conduit System in the City of Colleyville pursuant to the terms of this Agreement. "Pull Box" and "Access Point" have the same meaning and are defined to mean the location of the point in the ground nearest the facility where the responsibilities of the "Conduit System" end and begin depending on the Party identified. "Rights-of-Way" shall mean the rights-of-way and/or other real property interest within the incorporated limits of the City where the City has lawful access to install and maintain City utilities, including the Conduit System. "TxDOT" shall mean Texas Department of Transportation, including its authorized contractors, licensees and/or agents. . II. PURPOSE The purpose of this Agreement is to memorialize the Parties Agreement to fund, construct, install, maintain and use a common Conduit System for fiber optic cable within the joint and several jurisdictions of the Parties. III. RIGHTS OF THE PARTIES; PROJECT LOCATION 3.1 Ownership of Conduit System. Except as otherwise provided in this Agreement, the City and GCISD shall jointly own the Conduit System,including the conduit,innerduct,multi- duct,fiber optic lines and other Facilities installed pursuant to this Agreement. Where two or more innerducts exist within the jointly owned areas of the Conduit System, each Party shall have sole ownership of one (1) complete innerduct and may agree to divide ownership of any additional remaining innerducts. The City's ownership of the Conduit System shall terminate at each designated Access Point located outside a GCISD building. 3.2 Conduit System for Parties Use Only. The Conduit System shall be exclusively used by City and/or GCISD and neither Party may sell, transfer, lease and/or assign the Conduit System to a third-party except by written consent from the other Party. 3.3 Project Location. The Parties have identified the best routing for the Conduit System which is depicted on the map attached hereto as Exhibit"A." The Parties understand and agree that the Committee identified in Article VII may review and amend this map on an ongoing basis prior to and during the Term of this Agreement. 3.4 Rights-of-way. The City shall provide reasonable access to City Rights-of-Way for the installation of the Conduit System at all locations where there is no conflict with existing users and there is available space. The City shall not be responsible for acquiring additional rights-of- way, easements or other property rights in order to install the Conduit System. The City will have PAGE 3 I INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER exclusive control over the rights-of-way directly related to this Agreement. The City will decide where the duct is to be located within the designated Rights-of-Way. 3.5 Access Points. The locations of all GCISD Access Points shall be designated by GCISD in its sole discretion. The locations of all City Access Points shall be designated by City in its sole discretion. Each Access Point will generally consist of a Pull Box or similar access facility within a Right-of-Way at or near the Party's building and/or real property. Construction of Facilities and pulling of fiber optic cable from each Access Point to the termination point shall be the responsibility of Party designating the Access Point on its property. IV. PROJECT SPECIFICATIONS 4.1 Specifications. The Conduit System Facilities shall conform with specifications provided in Exhibit"B" attached hereto. 4.2 Installation. The Contractor shall perform installation for the Project, including the two(2)innerducts,the vaults on the main conduit trunk line to provide access to the innerducts and pull the fiber through the innerduct assigned to the City and to GCISD. 4.3 Restoration. After the Contractor completes this work, the City will hire and oversee a separate contractor to restore the Right-of-Way to its original condition prior to the construction and installation of the Conduit System.Restoration work under this Agreement shall comply with the applicable specifications in Exhibit B. The Parties will share the cost of these repairs and City agrees to provide GCISD with an estimate of the expenditures needed to restore the Right-of-Way prior to proceeding with the restoration work. 4.4 System Compatibility.The City will ensure that the portions of the Conduit System installed within the City Rights-of-Way located within both the Glade Road and Highway 26 Project locations are compatible with the Conduit System to the extent necessary for the Parties to be able to connect and run their respective Facilities throughout those locations. The City shall be responsible for the work and costs associated with any modifications to the Conduit System located within the City's Rights-of-Way in these two locations to the extent necessary to ensure such compatibility. The City shall have sole discretion to determine the scope and work to be performed in connection with the City's obligations under this Section 4.4. 4.5 Equipment. Equipment required for installation shall be acquired by the Contractor.The Contractor may perform work for GCISD with the Equipment. GCISD shall have the right to use the Equipment. Equipment for the installation, repair and maintenance in GCISD or City buildings will be the responsibility of each Party. 4.6 Permitting. The City will be responsible for applying for any required permits or licenses or other permission that may be required;however,if required by the permitting agency, both Parties will sign any needed application. Both Parties will share in initial or ongoing costs for any required permits, license or other permission that may be required. Both Parties further agree to share the related cost(s), aforementioned, equally. PAGE 4 I INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER V. MAINTENANCE & REPAIR SERVICE; COST APPORTIONMENT 5.1 Responsibility for Location Services. During the Term of this Agreement and subject to the limitation contained in paragraph 6.2, the City will coordinate and provide all location services. The City may enter into an agreement with a third party to provide such services, the terms of which shall be at the City's sole discretion. 5.2 Maintenance and Repair Generally. The City shall be responsible for the maintenance and repair cost for all Conduit System Facilities located on City property. GCISD shall be responsible for the maintenance and repair cost for all Conduit System Facilities located on GCISD property. 5.3 Maintenance and Repair in the Rights-of-Way. During the term of this Agreement, the City shall be responsible for coordinating and administering the maintenance and repair of the Conduit System in the Rights-of-Way. The City and GCISD agree that each Party shall pay their own materials cost. For joint costs, including maintenance and repairs, the Parties will pay proportionately based upon the fiber strands each Party has in that portion of the system (for example, if the City has 96 fiber strands and GCISD has 288 fiber strands in the affected portion of the system,the City would pay 25%and GCISD would pay 75%of the shared costs). Upon the expiration or termination of this Agreement, the Parties shall enter into a separate agreement to provide for the maintenance and repair of the Conduit System. 5.4 Maintenance Priorities. During the term of this Agreement, the City's contractor shall provide maintenance of the Conduit System and respond, on an emergency basis, to all Conduit System repair calls and perform any needed repairs, including providing cable locates as needed. The Parties agree that the safety and well-being of the City's citizens and visitors are priority, and; the maintenance and repair will be performed based on the following priority order: (i) those portions of the Conduit System serving public safety; (ii) those portions of the Conduit System used for other City services; and (iii) GCISD's portion of the Conduit System; provided, however, that during any emergency situation involving a GCISD campus or other building or during time periods when GCISD students are taking state-mandated tests, GCISD's system will be given the same priority as the portion of the system serving public safety. 5.5 Damages. During the term of this Agreement, if the Conduit System in the Right- of-Way is damaged, the Parties agree to seek compensation from any and all responsible for the damage. If there is no responsible third party, or the responsible third party cannot be found or is unable to pay for the damages,the City and GCISD agree to hire a contractor to perform the repairs with the cost to be apportioned in accordance with Section 5.3 above. 5.6 Scheduling. All maintenance and repair work on the Conduit System (other than emergency repairs) will be scheduled outside the time periods GCISD students are taking state- mandated tests, and that GCISD will be given at least two weeks' notice prior to any scheduled maintenance and repair work. Notwithstanding the foregoing, both Parties agree to provide PAGE 5 LNTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER reasonable notice to the other prior to starting any maintenance or repair work that may affect the other Party's use of the Conduit System. VI. DEDICATED FUND 6.1 Dedicated Fund. In order to commence construction, City must initially pay into a dedicated fund, an amount that will allow the City, through its Contractor, to place orders and begin the process.The Contractor will maintain said fund. City will initially pay$175,000 into the dedicated fund for the purposes of construction and installation of the Conduit System within thirty (30) days after the Effective Date of this Agreement. 6.2 City Contributions to the Fund. The City shall contribute to the Dedicated Fund in accordance with the cost estimate table attached hereto as Exhibit C. The Parties agree that the City's contribution amounts identified in Exhibit C are merely estimates and are subject to change. After the first year, City will pay over a two-year period,not later than September 30 of each year, an estimated amount of$123,125.28. Annual reconciliations will be performed to determine the actual Project cost and if additional funding is needed this will be determined by the Committee. The Parties may also mutually agree to increase the amount paid into the Dedicated Fund to cover any necessary expenses for the Project. 6.3 Highway 26 and Glade Road Project Funding. The City contributions identified in Section 6.2 above will not be used for the installation of conduit facilities in that portion of Highway 26 being constructed by TxDOT or within the Glade Road Project; provided that the City's contributions will be used for the installation of fiber for the Glade Road Project. GCISD's cost of installation for the aforementioned conduit being installed by TxDOT on Highway 26 and City's contractor for the Glade Road Project shall be credited to the City as provided in Exhibit C. 6.4 GCISD Contributions. The Parties acknowledge that GCISD previously paid $625,000 into the Dedicated Fund for use in this Project. 6.5 Annual Fund Accounting. Each Party shall be entitled to one accounting of revenue and expenditures within the Dedicated Fund on or before July 31'of each year. This accounting shall be delivered in the same manner as provided in the Interlocal Agreement Between the City of Grapevine and the Grapevine-Colleyville Independent School District dated May 21, 2015, as the same may be amended from time to time (the "Grapevine ILA"). 6.6 Project Committee. The Parties agree that their respective staff will be appointed to the committee established by the Grapevine ILA (the "Committee"),to address various issues, including but not limited to construction, scheduling, maintenance, location, cost adjustments and disputes that may arise in the shared use of the Conduit System or other duties as needed. The City Manager and Superintendent shall be entitled to assign an equal number of staff members to the Committee. 6.7 Committee Meetings. It is anticipated that the Committee will meet twice a month during the term of this Agreement and when necessary thereafter and the Committee members PAGE 6 I LNTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER from each Party will provide their Party's staff with minutes and updates from Committee meetings. It is the Parties understanding that a simple majorityof the total number of appointed Committee members shall constitute a quorum to conduct Committee business concerning this Agreement. 6.8 Rules of Procedure;Voting. The Committee shall adopt its own rules of procedure and in all cases where the Committee is to make a decision under this Agreement, the decision may be made in one of the following ways: (a) A majority of the Committee members for each Party shall constitute a vote on behalf of the Party they represent; or (b) Each Party shall designate a voting member for that Party. 6.9 Committee Minutes. Written or recorded minutes shall be kept for all Committee meetings in which there is a quorum present in accordance with the Texas Open Meetings Act and are subject to disclosure under the Public Information Act. 6.10 Limitations of Committee. The Committee will not have oversight of the installation of conduit facilities by TxDOT on Highway 26 or the installation of the conduit facilities by City's third party contractor on Glade Road Project;provided the Committee will have oversight of the installation of fiber in the innerducts in these two areas. VII. DISPUTE RESOLUTION; MEDIATION 7.1 Dispute Resolution. The Parties agree that the Parties will attempt to resolve disputes relating to the Project and this Agreement in the following manner: (i) first the Parties will meet in the Committee to attempt resolution;(ii)if no resolution is achieved by the Committee, the dispute will be heard by the District Superintendent or designee and the City Manager or designee jointly; (iii) if no resolution is achieved after the dispute is heard by the Superintendent or designee and the City Manager or designee, then the dispute will be heard by an independent mediator; and(iv) if no resolution is achieved after meeting with a mediator,then the dispute will be resolved in the appropriate Court. Either Party may proceed directly to Court if this dispute process would unduly delay or interfere with the Party's timely filing of one or more causes of action in court. 7.2 Mediation. Should mediation occur, the Parties shall agree on the mediator to be used and each Party agrees to equally share the cost for the mediator's services. Each Party is responsible for its own expenses related to mediation, including legal representation. VIII. TERM& TERMINATION 8.1 The Initial Term of this Agreement shall be for a period of five (5) years unless earlier terminated in accordance with the provisions contained herein. The Parties may agree to PAGE 7 LNTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER one or more annual renewal terms of this Agreement(each a"Renewal Term") by mutual written agreement any time prior to the Expiration Date. 8.2 This Agreement terminates on the Expiration Date,and may,prior to the Expiration Date, be terminated upon any one or more of the following: (a) by written mutual agreement of the Parties; (b) by either Party, after thirty (30) days written notice to the other if for any reason funds are not expressly and specifically allocated to cover each Party's prospective obligation in this Agreement in each Party's approved budget in any fiscal year subsequent to that in which each Party's funds for this Agreement were first allocated; provided, however, that in no event shall such a termination be effective earlier than the last date for which the terminating Party's funds have already been so allocated under an existing approved budget; (c) by either Party in the event the other Party breaches any of the terms or conditions of this Agreement and such breach is not cured within thirty(30) days after written notice thereof; provided however, if such breach cannot reasonably be cured within such thirty(30)day period,such breaching Party shall be allowed additional time (not to exceed thirty (30) additional days) to cure such breach so long as the breaching Party begins the cure within the initial thirty (30) days and diligently pursues the cure to completion within sixty (60) days after written notice of such breach; (d) by either Party after thirty (30) days written notice if there is an abandonment of the Project by the Contractor and/or through no fault of the City, no work has been performed by the Contractor for a period of twelve (12)months; or (e) after thirty (30) days written notice by the City if: a. the Contractor does not execute a contract with the City to perform the work for the Project within one year of the Effective Date of this Agreement; or b. the Agreement between the Contractor and the City is terminated prior to completion of the Project. 8.3 Refund Upon Termination. In the event the Agreement is terminated by the City pursuant to Section 8.2(c), (d), or(e) above,neither GCISD nor the Committee shall be entitled to receive any subsequent annual payments under this Agreement. Except as otherwise provided in this Article, including section 8.4 below, GCISD and the Committee shall have no obligation to refund to the City any annual amount (or portion thereof or interest accrued thereon) previously paid by the City to the Dedicated Fund. 8.4 Rights Upon Termination. Upon expiration or termination of this Agreement for any reason, the City and GCISD shall retain ownership of their respective rights and obligations as set forth herein.A full and final accounting of all funds and expenditures in the Dedicated Fund, established pursuant to Article VI of this Agreement, shall be completed and all remaining net balances and/or remaining obligations owed hereunder shall be distributed and/or allocated PAGE 8 I INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVLNE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER accordingly within ninety (90) days of the Expiration Date or termination of this Agreement, as the case may be. 8.5 Reimbursement for Third-Party Projects. If either or both the Glade Road Project or the Highway 26 Project are not complete upon the expiration or termination of this Agreement, the City shall reimburse GCISD for any portion of the credit given in this Project for those installations that are not complete and further agrees that GCISD shall have the right to bring in a contractor of its choosing to complete installation of GCISD's Conduit System in the City's Rights-of-Way within those Projects. IX. MISCELLANEOUS 9.1 Notice.Any notice required to be sent under this Agreement must be in writing and may be served by depositing same in the United States Mail, addressed to the Party to be notified, postage pre-paid and registered or certified with return receipt requested,or by delivering the same in person to such Party via a hand-delivery service, Federal Express or any courier service that provides a return receipt showing the date of actual delivery of same to the addressee thereof. Notice given in accordance herewith shall be effective upon receipt at the address of the addressee. For purposes of notice,the addresses of the Parties shall be as follows: If to Colleyville,to: City Manager City of Colleyville 100 Main Street Colleyville, Texas 76034 If to GCISD,to: Superintendent Grapevine-Colleyville Independent School District 3051 Ira E Woods Ave Grapevine,Texas 76051 9.2 Governing Law. The validity of this Agreement and any of its terms and provisions as well as the rights and duties of the Parties shall be governed by the laws of the State of Texas; and venue for any action concerning this Agreement shall be in the State District Court of Tarrant County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 9.3 Party Responsibility. To the extent allowed by law, and without waiving any governmental immunity available to the Parties under Texas law, or any other defenses the Parties are able to assert under Texas law, each Party agrees to be responsible for its own negligent or otherwise tortious acts or omissions in the course of performance of this Agreement. The covenants,obligations and liabilities of the Parties shall be several and not joint or collective.Each of the Parties shall be individually responsible for its own covenants, obligations and liabilities herein. It is not the intention of the Parties to create, nor shall this Agreement be construed as creating a partnership, association, joint venture or trust, as imposing a trust or partnership covenant, obligation or liability on or with regard to any of the Parties. PAGE 9 I INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER 9.4 Immunity. It is expressly understood and agreed that, in the performance of this Agreement, none of the Parties waive, nor shall be deemed hereby to have waived, any immunity or defense that would otherwise be available to them against claims arising in the exercise of governmental powers and functions. By entering into this Agreement, the Parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in any persons or entities who are not parties to this Agreement. The Parties expressly acknowledge and agree that the construction,operation,and use of the Facility constitute a governmental function pursuant to the Texas Tort Claims Act, as amended. 9.5 Entire Agreement. This Agreement represents the entire agreement among the Parties with respect to the subject matter covered by this Agreement. There is no other collateral, oral or written agreement between the parties that in any manner relates to the subject matter of this Agreement. 9.6 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same.In the case of any conflict between this Agreement and the Exhibits,this Agreement shall govern. 9.7 Recitals. The recitals to this Agreement are incorporated herein. 9.8 Amendment. This Agreement may only be amended by the mutual written agreement of all Parties. 9.9 Criminal Background Check. GCISD shall be responsible for any requirements in regard to criminal background checks or other requirements under the Texas Education Code for Contractor's workers on designated school property. 9.10 Questions from the Public; Public Information Act Request. The City acknowledges that it is the City's responsibility to respond to questions or concerns expressed by the City's citizens on any issues related to the Project including, but not limited to, general questions or concerns about the Project, its construction/installation schedule, and the type or quality of work being performed to carry out the terms and conditions of this Agreement. Notwithstanding the foregoing,both Parties agree to comply with Chapter 552 of the Texas Public Information Act. 9.11 Severability. In the event, any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal,or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 9.12 Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be deemed an original and constitute one and the same instrument. PAGE 10 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER 9.13 Assignment. No Party may assign, transfer, or otherwise convey this Agreement without the prior written consent of the other Parties. 9.14 Consents. Unless expressly stated otherwise, whenever the consent or the approval of a Party is required herein, such Party shall not unreasonably withhold, delay or deny such consent or approval. 9.15 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 9.16 Source of Payment. Each Party paying for the performance of governmental functions or services pursuant to this Agreement must make those payments from current revenues available to the paying Party or from funds otherwise lawfully available to the Party for use in the payment of the Party's obligations pursuant to this Agreement. 9.17 Purchasing. The Parties agree that each Party shall abide by any and all competitive purchasing laws applicable to the Party initiating the construction, maintenance or repair of the system. The Parties further agree that all payments shall be from the designated fund. 9.18 Force Majeure. No Party shall be liable to any or all of the other Parties for any failure, delay, or interruption in the performance of any of the terms, covenants, or conditions of this Agreement due to causes beyond the Party's respective control or because of applicable law, including, but not limited to, war, nuclear disaster, strikes, boycotts, labor disputes, embargoes, acts of God, acts of the public enemy, acts of superior governmental authority, floods, riots, rebellion, sabotage, terrorism, or any other circumstance for which a party is not legally responsible or which is not reasonably within its power to control. The affected Party's obligation shall be suspended during the continuance of the inability then claimed, but for no longer period. To the extent possible,the Party shall endeavor to remove or overcome the inability claimed with all reasonable dispatch. 9.19 Additional Participating Parties. Additional parties or other governmental entities may become parties under the terms of this Agreement by an appropriate amendment to this Agreement approved by the governing body of each of the Party. 9.20 Insurance. The Parties shall obtain any and all insurance necessary for the Project. Signature page to follow PAGE 11 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVIiNE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER EXECU lED hereto on the date(s) shown below. Grapevine-Colleyville ISD City oll ille,Texas By: By: President,Board of Trustees Rich rd Ne on,Mayor Colleyvale City Council Attest: Attest: MAR 0 7 2017 N 11 Approved Secretary,Board of Trustees Amy S : ley City 111 retary APPROVED AS TO FORM: APPROVED AS TO FORM: James Whitton, Brackett&Ellis, P.C. Whitt L. Wyatt,Nichols, Jackson, Dillard, Hager& Smith L.L.P. (ILA:3.1.17:3042.000.83317v4.2) LIST OF EXHIBITS Exhibit A— Conduit System Map Exhibit B— Contractor Restoration and Specifications of the Conduit System Installation for Third Party Installed Conduit Exhibit C— Conduit&Fiber System Estimates PAGE 12 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVLNE-COLLEYVILLE I.NDEPENDENT SCHOOL DISTRICT FOR FIBER EXHIBIT A CONDUIT SYSTEM MAP PAGE 13 IINTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER EXHIBIT B SPECIFICATIONS OF THE CONDUIT SYSTEM INSTALLATION FOR THIRD-PARTY INSTALLATION 1. Depth of induct is typically 30". It may go deeper if needed and shall not be shallower than 18" if needed to avoid obstacles. 2. Place two 1 '/4"HDPE SDR 11 ducts. 3. Color of ducts shall be Black and Orange.Pipe shall be solid in color. Pipe with only tracer line showing color shall not be used. 4. NO 30's, 45's or 90's only shall be used. 5. Any change of direction will be made via Pull box or bending innerduct in sweeping radius no shallower than 36". 6. Minimum pull box size shall be 48"x36"x 24" deep. 7. Maximum distance between pull boxes shall be 1,500 feet. 8. Pull boxes shall typically sit on 9" of gravel and depending on location may have a 10" concrete apron. 9. Separate pull boxes shall be set for City and ISD. Innerduct will terminate in respective boxes. 10. When setting pole boxes/terminating innerduct,place a 1 '/4" duct plug in the end of the pipe to prevent debris from entering before the fiber is installed. Duct tape may not be used in place of duct plugs. 11.After the fiber has been installed,place a split duct plug in each duct to prevent debris from entering. 12. Place a 3"marked tube warning of fiber optic cable route. 13. A tracer wire of a minimum of a 10 AWG solid copper clad orange shall be placed with innerduct. Wire shall be continuous without splices. Insulation shall not be damaged during installation. If this occurs it shall be replaced. 14. Typical depth of 4" duct is 24"-30". This may vary depending on obstacles. 15.A minimum of 100' of cable shall be stored in each pull box regardless of splice cans. 16.A fiber splice Can shall be placed in the pull box whenever a splice is made. This splice Can shall be sized to match the strand count of the cable. 17. A fiber splice tray shall be placed in the splice Can and shall be sized for the number of splices at that location. 18. Splices shall be made in a clean environment, typically in the splice trailer. 19. RESTORATION: The contractor shall back-fill holes and level the ground. PAGE 14 LNTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVLNE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER EXHIBIT C CONDUIT & FIBER SYSTEM ESTIMATES Linear Colleyville Footage Footage Cost per LF Total Total 51,930 Colleyville Conduit+ Pulling Fiber 25,723 $13.50 $347,260.50 Conduit+ Pulling Fiber Shared with GCISD 20,754 $6.75 $140,089.50 Pulling Fiber Shared with GCISD in 3rd Party Conduit for Glade Road Only 5,453 $1.25 $6,816.25 Colleyville Fiber-48 strands 51,930 $0.51 $26,484.30 Total Estimated Project Cost $520650.55 Credit for Conduit Installed by 3rd Party @ Glade& Hwy 26 18,080 $5.50 $99,440.00 Net Estimated Project Cost $421,250.55 Based on the above calculations, the City shall make an initial payment of$175,000 and two payments of $123,125.28. However, as outlined in the Agreement, the Committee may adjust the amount of each payment. PAGE 15 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND THE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER