HomeMy WebLinkAboutItem 14 - Fiber Optic Cable Installation MEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: BRUNO RUMBELOW, CITY MANAGER
MEETING DATE: MAY 15, 2018
SUBJECT: APPROVAL OF A RESOLUTION TO ESTABLISH AN INTERLOCAL
AGREEMENT WITH THE CITY OF COLLEYVILLE
RECOMMENDATION: City Council to consider a resolution authorizing an interlocal agreement
between the City of Colleyville and the City of Grapevine for fiber optic
cable installation in the City of Colleyville.
FUNDING SOURCE: This action will have no material effect on City funds.
BACKGROUND: This request is for approval of an Interlocal Agreement (ILA)between the
City of Colleyville and the City of Grapevine in order to participate in fiber
optic cable installation in Colleyville by the City of Grapevine staff.The
City is authorized by the Interlocal Cooperation Act Texas Government
Code, Chapter 791, and Texas Local Government Code, Section 271.101
and 271.102, to enter into interlocal agreements for the performance of
governmental functions and services.
Purpose of the ILA
Facilitate the construction and installation of a joint conduit and fiber
system
Maximize shared route with GCISD for cost savings
Colleyville Construction Responsibility
Provide reasonable access to Colleyville right-of-way
Provide any permitting required for right-of-way
Provide locations for bedding gravel and excavation spoils storage
Provide personnel to help with fiber pull after construction
Grapevine Construction Responsibility
Install Fiber Conduit System within the Colleyville right-of-way
Back-fill and level all excavated ground and clean work area
Repair of any damaged conduit system during installation
All costs related to fiber installation in Colleyville will be recovered.
Colleyville's participation is estimated to be $528,929.75
Staff recommends approval.
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Grapevine City Limits
RESOLUTION NO. 2018-043
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS, AUTHORIZING THE CITY MANAGER
OR THE CITY MANAGER'S DESIGNEE TO ENTER INTO
AN INTERLOCAL AGREEMENT WITH THE CITY OF
COLLEYVILLE AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City of Grapevine, Texas is a local government in the State of
Texas and as such is empowered by the Texas Local Government Code, Section
271.101 and 271 .102 and Interlocal Cooperation Act Texas Government Code, Chapter
791 to enter into interlocal agreements with other qualified entities in the State of Texas;
and
WHEREAS, the City of Colleyville is a qualified entity as authorized by Section
271.102 of the Texas Local Government Code; and
WHEREAS, the City of Grapevine, Texas has requested to enter into an interlocal
agreement with the City of Colleyville for fiber optic cable installation by the City of
Grapevine in the City of Colleyville; and
WHEREAS, all constitutional and statutory prerequisites for the approval of this
resolution have been met, including but not limited to the Open Meetings Act; and
WHEREAS, the City Council deems the adoption of this resolution to be in the best
interests of the health, safety, and welfare of the public.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF GRAPEVINE, TEXAS:
Section 1. That all matters stated hereinabove are found to be true and correct
and are incorporated herein by reference as if copied in their entirety.
Section 2. That the City Manager or his designee is authorized to take all steps
necessary to consummate an interlocal agreement with the City of Colleyville.
Section 3. That this resolution shall take effect from and after the date of its
passage.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS on this the 15th day of May, 2018.
APPROVED:
William D. Tate
Mayor
ATTEST:
Tara Brooks
City Secretary
APPROVED AS TO FORM:
City Attorney
IResolution No. 2018-043 2
STATE OF TEXAS
INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
BY THE CITY OF GRAPEVINE IN THE CITY OF COLLEYVILLE
This Interlocal Agreement (hereinafter the "Agreement") is entered into by and between
the CITY OF COLLEYVILLE (hereinafter "Colleyville") and the CITY OF GRAPEVINE
(hereinafter "Grapevine"), which are both home rule municipal corporations and political
subdivisions of the State of Texas. Colleyville and Grapevine are referred to herein as
individually as a "Party" and collectively as the "Parties." There are no other parties to
this Agreement; however, both Colleyville and Grapevine acknowledge that the
Interlocal Agreement Between Colleyville and GCISD for Fiber approved by Colleyville's
City Council on March 7, 2017 has a practical relationship to this Interlocal Agreement
between Colleyville and Grapevine to the extent that some of the facilities referred to
below will be constructed, at least in part, for the benefit of GCISD.
RECITALS
WHEREAS, Grapevine and Colleyville desire to 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; and
WHEREAS, the Interlocal Cooperation Act authorizes governmental entities to enter into
Interlocal cooperation agreements for administrative and governmental functions and
services; and
WHEREAS, Grapevine and Colleyville agree that both Parties shall make payments for
the performance of governmental functions or services under this Agreement from
current revenues then available to the paying Party; and
WHEREAS, the Colleyville and Grapevine 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 of and by each of the respective Parties to this
Agreement, Grapevine and Colleyville agree as follows:
PAGE 1 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
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.
"Colleyville" shall mean the City of Colleyville, Texas.
"Grapevine" shall mean the City of Grapevine, Texas.
"GCISD" shall mean the Grapevine-Colleyville Independent School District.
"GCISD Agreement" shall mean the Interlocal Agreement between Colleyville and
GCISD for Fiber approved by Colleyville's City Council on March 7, 2017, a copy of
which is attached hereto as Exhibit E. Colleyville and Grapevine hereby acknowledge
and agree that any use of the term "Contractor" in the GCISD Agreement or between
the parties to this Agreement shall not change Grapevine's status as a municipal
corporation and political subdivision of the State of Texas in this Agreement with the
same governmental immunity and equal position as a governmental entity as enjoyed by
Colleyville.
"Conduit System" shall mean the entire conduit system, including the Facilities as
defined herein, to be installed and maintained for the benefit of Colleyville and GCISD
as depicted in the map attached hereto, and incorporated herein, as Exhibit A. The
portion of the Conduit System located on Colleyville's real property shall be owned and
maintained by Colleyville and GCISD subject to the GCISD Agreement and subject to
the right of Grapevine to pull sufficient fiber optic cable through the conduit system to
connect public safety radio sites located in Grapevine and Colleyville.
"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.
PAGE 2 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
I
"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, hand holes, or manholes used for the Conduit System,
trunk lines, pull boxes or any other part of the fiber optic system.
"Glade Road Project" shall mean the installation of fiber conduit facilities to occur within
Colleyville 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. Colleyville 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
Colleyville along the entire portion of Highway 26 located within Colleyville upon which
TxDOT performs the installation of the fiber conduit facilities.
"Project" shall mean the installation of the Conduit System in 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 Colleyville where Colleyville has lawful access to install and
maintain Colleyville 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 both Parties' mutual agreement for
Grapevine to construct and install; Colleyville to fund and maintain; and both Parties to
use a common Conduit System for fiber optic cable within Colleyville's territorial
jurisdiction.
PAGE 3 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
III.
RIGHTS OF THE PARTIES; PROJECT LOCATION
3.1 Ownership of Conduit System. Except as otherwise provided in this Agreement,
Colleyville and GCISD shall jointly own the Conduit System, including the conduit, fiber
optic lines, and other Facilities installed pursuant to this Agreement that are also subject
to the GCISD Agreement and subject to the right of Grapevine to pull sufficient fiber
optic cable through the conduit system to connect public safety radio sites located in
Grapevine and Colleyville. Where two or more conduits exist within the jointly owned
areas of the Conduit System, both Colleyville and GCISD shall have sole ownership of
one (1) complete conduit and may agree to divide ownership of any additional remaining
conduits pursuant to the GCISD Agreement. Colleyville's ownership of the Conduit
System shall terminate at each designated Access Point located in Colleyville's right-of-
way, outside a GCISD building. Colleyville's ownership of the Conduit System and all
previously referenced parts of same shall not extend into the territorial jurisdiction of
Grapevine.
3.2 Conduit System for Colleyville, GCISD, and Grapevine Use Only. The Conduit
System in Colleyville shall be exclusively used by Colleyville and GCISD, and by
Grapevine to the extent necessary to connect public safety radio sites located in
Grapevine and Colleyville.
3.3 Project Location. Both Parties have identified the best routing for the Conduit
System which is depicted on the map attached hereto as Exhibit "A." Both Parties
understand and agree that the Committee identified in the GCISD Agreement may
review and amend this map on an ongoing basis prior to and during the Term of this
Agreement.
3.4 Rights-of-way. Colleyville shall provide Grapevine with reasonable access to
Colleyville's 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. Grapevine
shall not be responsible for acquiring additional rights-of-way, easements, or other
property rights wholly located outside of the incorporated limits of Grapevine in order to
install the Conduit System. Colleyville has and will have exclusive control over the
rights-of-way directly related to this Agreement. Colleyville and Grapevine will
coordinate conduit locations within the designated Rights-of-Way. Colleyville will provide
Grapevine with a single point of contact for managing Rights-of-Way issues.
3.5 Access Points. The locations of all of Colleyville's Access Points shall be designated
by Colleyville in consultation with Grapevine. The locations of all GCISD's Access Points
shall be designated by GCISD in consultation with Grapevine and pursuant to said
Interlocal Agreement between Colleyville and GCISD. Notwithstanding the foregoing,
Grapevine shall not be required to install Access Points in any location deemed by
PAGE 4 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
I
Grapevine to require unreasonable costs. Each Access Point will generally consist of a
Pull Box or similar access facility within a Colleyville Right-of-Way at or near Colleyville
or GCISD's building and/or real property. Pulling of fiber optic cable from each Access
Point designated by Colleyville to the termination point shall be Colleyville's
responsibility. Pulling of fiber optic cable from each Access Point designated by GCISD
to the termination shall be GCISD's responsibility.
3.6 Parties to be Independent. It is understood and agreed by and between the Parties
that each, in satisfying the conditions of this Agreement, is acting independently, and
that neither assumes responsibility or liability to any third party in connection with these
actions. All work to be performed by Grapevine pursuant to this Agreement shall be in
the capacity of an independent local governmental entity, and not as an agent or
employee of Colleyville or GCISD. Each Party shall supervise the performance of its
own personnel and shall be entitled to control the manner and means by which its
services are to be performed, subject to the terms of this Agreement.
Iv.
PROJECT SPECIFICATIONS
4.1 Specifications. The Conduit System Facilities shall conform with specifications
provided in Exhibit "B" attached hereto.
4.2 Installation. Grapevine shall perform installation for the Project, including the two (2)
conduits, the vaults on the main conduit trunk line to provide access to the conduits, and
shall pull the fiber through the conduit assigned to Colleyville and to GCISD. Grapevine
will pull fiber optic cable through the conduits to the pull boxes and access points for up
to six (6) months after completion of the installation of the conduits in Colleyville.
Colleyville shall, upon request and seven (7) days prior written notice, provide bedding
gravel from a location in Colleyville and an operator with equipment to load the bedding
gravel into a dump truck operated by Grapevine. Grapevine shall unload the bedding
gravel from the dump truck as needed at Project sites. Colleyville shall provide one or
more locations in Colleyville where excavation spoils from Project sites can be dumped.
Grapevine shall transport and dump the excavation spoils from Project sites to the
location designated by Colleyville. Upon request and seven (7) days prior written notice
by Grapevine, Colleyville will provide up to five (5) Colleyville personnel, subject to
availability, to assist Grapevine personnel in pulling fiber optic cable through the conduit
systems installed in Colleyville or Colleyville may pay for temporary labor reasonably
required pull fiber optic cable through the conduit systems and such payment shall be
separate and apart from the Dedicated Fund and funds specified in Exhibit "C". It is
anticipated that such assistance will continue for up to five days at a time. Such
Colleyville personnel that are provided shall at all times remain the responsibility of and
the employees of Colleyville.
PAGE 5 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
I
0
4.3 Restoration. Upon completion of each portion of the Conduit System as specified in
Exhibit "B", Grapevine shall back-fill and level the ground for all of the Project's holes
and clean the work area. Colleyville shall be responsible for any further Project
restoration including sod replacement. Restoration work under this Agreement shall
comply with the applicable specifications in Exhibit B. Colleyville shall, upon reasonable
request and prior written notice, provide back-fill material to Grapevine for use on this
Project at a location in or reasonably near Colleyville and Colleyville shall provide an
operator with the necessary equipment or machinery to load the back-fill material into a
Grapevine truck.
4.4 System Compatibility. Colleyville will ensure that the portions of the Conduit System
installed within Colleyville's 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 Colleyville and GCISD to be able to connect and run their respective
Facilities throughout those locations. Colleyville shall be responsible for the work and
costs associated with any modifications to the Conduit System located within
Colleyville's Rights-of-Way in these two locations to the extent necessary to ensure
such compatibility. Colleyville shall have sole discretion to determine the scope and
work to be performed in connection with Colleyville's obligations under this Section 4.4.
4.5 Equipment. Equipment required for installation shall be acquired by Grapevine.
Equipment for the repair and maintenance of Colleyville buildings shall be the
responsibility of Colleyville. Equipment identified as part of the fiber project that will be
used for the installation of conduit and fiber optic cable is described in Exhibit "D". The
cost of additional equipment required outside of Exhibit "D" will be Colleyville's sole
expense.
4.6 Standard of Care. Grapevine shall use commercially reasonable care while
performing the work under this Agreement.
4.7 Permitting. Colleyville 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 Colleyville and GCISD will sign, when necessary, any required permit
application. Both Colleyville and GCISD will share in initial or ongoing costs for any
required permits, license or other permission that may be required. Grapevine will not be
responsible for any cost related to permits required for the Project within the territorial
jurisdiction of the City of Colleyville.
PAGE 6 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
V.
MAINTENANCE & REPAIR SERVICE; COST APPORTIONMENT
5.1 Responsibility for Location Services. During the Term of this Agreement and subject
to Exhibit "C" of this Agreement, Colleyville and GCISD will coordinate and provide all
location services. Colleyville may enter into an agreement with a third party to provide
such services, the terms of which shall be at Colleyville's sole discretion and expense.
5.2 Maintenance, Damage and Repair Generally. Colleyville shall be responsible for the
general maintenance and repair cost for all Conduit System Facilities located on
Colleyville property, provided, Grapevine shall be responsible for repairs associated with
any damages caused by the acts or omissions of Grapevine to any portion of the
Conduit System during installation of the Conduit System on Colleyville and/or GCISD
property until any given portion of the Conduit System is completed. As portions of the
Conduit System are completed, Grapevine's responsibility for repair of any completed
portions of the Conduit System will end. A portion of the Conduit System, as specified in
writing by Grapevine, will be considered completed when the specifications in Exhibit B
for said portion of the Conduit System have been substantially met and the work has
been accepted, in writing, by Colleyville; provided, that such acceptance shall not be
unreasonably withheld.
5.3 Damage After Completion of Grapevine's Work. During the term of this Agreement,
if any portion of any of the Conduit System in Colleyville's Right of-Way is damaged
after Grapevine's work on that portion of the Conduit System was completed, Colleyville
shall be responsible for hiring its own contractor to perform all required repairs. A portion
of the Conduit System will be considered completed when the specifications in Exhibit B
for that portion of the Conduit System have been substantially met.
VI.
PROJECT ADMINISTRATION; COMPENSATION
A Dedicated Fund and a Committee to administer this Project have been established
under the terms and conditions set forth in Article VI of the GCISD Agreement attached
as Exhibit E. Project schedules, payment terms, and all other administrative matters not
expressly addressed in this Agreement shall be administered by the Committee in
accordance with the relevant provisions contained in Exhibit "C" of this Agreement.
PAGE 7 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
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 at a meeting of each Parties' City Manager
or designee; (iii) if no resolution is achieved after the dispute is heard by the designated
parties designees, 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 Term. The Initial Term of this Agreement shall begin on the Effective Date and shall
end the earlier of the date of completion of the Project or four (4) years from the
Effective Date, unless earlier terminated in accordance with the provisions contained
herein. The Parties may agree to one or more one (1) year renewal terms of this
Agreement (each a "Renewal Term") by mutual written agreement any time prior to the
Expiration Date.
8.2 Termination. This Agreement terminates on the Expiration Date, and may, prior to
the Expiration Date, be terminated upon any one or more of the following events:
(a) by written mutual agreement of both Parties; or
(b) by either Party, after thirty (30) days written notice to the other Party, if for any
reason funds are not expressly and specifically allocated to cover each Party's
prospective obligations under 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; or
PAGE 8 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
(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)
calendar days after written notice thereof; provided however, if such breach
cannot reasonably be cured within such thirty calendar (30) day period, such
breaching Party shall be allowed additional time (not to exceed thirty (30)
additional calendar days) to cure such breach, so long as the breaching Party
begins the cure within the initial thirty (30) calendar days and diligently pursues
the cure to completion within sixty (60) calendar days after written notice of
such breach; or
(d) through no fault of Colleyville, Grapevine has performed no work on the Project
for a period of twelve (12) consecutive months after the installation work of the
Agreement has begun on the real property of Colleyville.
8.3 Refund Upon Termination. In the event that this Agreement is terminated by
Colleyville pursuant to Section 8.2(c) or (d) above, neither Grapevine 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, Grapevine and
the Committee shall have no obligation to refund to Colleyville any annual amount (or
portion thereof or interest accrued thereon) previously paid by Colleyville to the
Dedicated Fund.
8.4 Rights Upon Termination. Upon expiration or termination of this Agreement for
any reason, Colleyville and Grapevine 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 accordingly within
ninety (90) days of the Expiration Date or termination of this Agreement, as the case
may be.
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 are as follows:
PAGE 9 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
I
U
If to Colleyville, to: City Manager
Colleyville City Hall
100 Main ST
Colleyville, TX 76034
If to Grapevine, to: City Manager
Grapevine City Hall
200 S. Main ST
Grapevine, TX 76051
9.2 Governing Law and Venue. 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 only lie
in State of Texas District Courts in Fort Worth, Tarrant County, Texas. The Parties
hereby affirmatively agree to submit to the personal and subject matter jurisdiction of
said courts.
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.
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.
PAGE 10 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
I
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 both Parties.
9.9 Questions from the Public; Public Information Act Request. Colleyville
acknowledges that it is Colleyville's responsibility to respond to questions or concerns
expressed by Colleyville'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.
9.10 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.
9.11 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.
9.12 Assignment. Neither Party may assign, transfer, or otherwise convey this
Agreement without the prior written consent of the other Party.
9.13 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.
9.14 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.
9.15 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.
PAGE 11 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
9.16 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.
9.17 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.
9.18 No Additional Participating Parties. No additional parties or other governmental
entities may become parties under the terms of this Agreement.
9.19 Insurance. It shall be each Party's individual responsibility to obtain any and all
insurance coverage necessary for the Project.
9.20 Captions. The captions to various clauses of this Agreement are for informational
purposes only and in no way alter the substance of the terms and conditions of this
Agreement.
9.21 Contra Proferentem. The legal doctrine of contra proferentem shall not apply to this
Agreement and therefore any ambiguity in the terms of this Agreement shall not be
interpreted against the author or draftsman of this Agreement. Both Parties affirmatively
acknowledge that each has had the opportunity to consult with their respective legal
counsel.
9.22 Authority to Execute. Both individuals executing this Agreement on behalf of their
respective Parties below represent to each other and to others that all of the appropriate
and necessary actions have been taken to authorize the individual who is executing this
Agreement to do so for and on behalf of the Party for which his or her signature
appears; that there are no other parties or entities required to execute this Agreement in
order for this Agreement to be an authorized and binding contract on the Party for whom
the individual is signing this Agreement; that each individual affixing his or her signature
hereto is lawfully authorized to do so and that such authorization is valid and effective
i on the date that the individual signs this Agreement on the following page.
PAGE 12 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
EXECUTED hereto on the date(s) shown below.
City of Grapevine, Texas City of Colleyville, Texas
By: By:
William D. Tate, Mayor Richard Newton, Mayor
Attest: Attest:
Tara Brooks Christine Loven
Grapevine City Secretary Colleyville City Secretary
APPROVED AS TO FORM: APPROVED AS TO FORM:
John F. Boyle, Jr. Whitt L. Wyatt
City Attorney City Attorney
Boyle & Lowry, LLP Nichols, Jackson, Dillard,
Hager & Smith L.L.P.
(W W:3042:3.29.18:96341 v4)
LIST OF EXHIBITS
Exhibit A — Conduit System Map
Exhibit B — Specifications of the Conduit System Installation
Exhibit C — Conduit and Fiber Systems Estimates
Exhibit D — Fiber Project Equipment
Exhibit E — GCISD Agreement
Exhibit F — ILA between Grapevine and GCISD referenced in Exhibit E
PAGE 13 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
EXHIBIT A
CONDUIT SYSTEM MAP
PAGE 1j INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
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EXHIBIT B
SPECIFICATIONS OF THE CONDUIT SYSTEM INSTALLATION
1. Depth of conduit will usually be between 24" and 30", but may vary depending on
obstacles. Depth of conduit shall not be shallower than 18".
2. Place two 1 1/4" high density polyethylene resin standard dimension ratio conduit 11
("HDPE SDR 11").
3. Color of conduit shall be Black and Orange. Pipe shall be solid in color. Pipe with
only tracer line showing color shall not be used.
4. Only number 30's, 45's or 90's shall be used (pipe bends or turns).
5. Any change of direction will be made via Pull box or bending conduit in a sweeping
radius that shall be no shallower than 36".
6. Minimum pull box size shall be 48"x36"x24" 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, but may
have a 10" concrete apron.
9. Separate pull boxes shall be set for Colleyville and GCISD. Conduit will terminate in
respective boxes.
10.When setting pull boxes/terminating conduit, a 1 1/4" conduit plug shall be placed in
the end of the conduit to prevent debris from entering before the fiber is installed.
Duct tape shall not be used in place of conduit plugs.
11.After the fiber has been installed, a split conduit plug shall be placed in each conduit
to prevent debris from entering.
12.Place a 3" marked tube above ground warning of an underground fiber optic cable
route at least every 3,000 feet along the conduit route.
13.A tracer wire of a minimum of a 10 AWG solid copper clad orange shall be placed
with conduit. Tracer wire shall be continuous and without splices. If tracer wire
insulation is damaged during installation, the damaged tracer wire shall be replaced.
14.A minimum of 50' of cable shall be stored in each pull box regardless of splice cans.
15.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.
16.A fiber splice tray sized for the number of splices at that location shall be placed in
the fiber splice can.
17.Splices shall be made in a clean environment, typically in the splice trailer.
18.RESTORATION: Grapevine shall back-fill and level the ground for all of the Project's
holes, but Colleyville shall be responsible for any further Project restoration.
PAGE 15 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
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 5,453 $1.25 $6,816.25
Conduit for Glade Road Only
Colleyville Fiber- 48 strands 51,930 $0.51 $26,484.30
Equipment Cost: ($584,457/276,000 feet=$2.12/ft)
• Colleyville Conduit + Pulling Fiber 25,723 $2.12 $54,532.76
• Conduit + Pulling Fiber Shared with GCISD 20,754 $1.06 $21,999.24
Labor Cost increase for temp labor (5 employees)
• Colleyville Conduit + Pulling Fiber 25,723 $1.52 $39,098.96
• Conduit + Pulling Fiber Shared with GCISD 20,754 $0.76 $15,773.04
Total Estimated $652,054.55
Project Cost
Credit for Conduit Installed by TX DOT @ Glade & 18,080 $6.81 ($123,124.80)
Hwy 26
Net Estimated $528,929.75
Project Cost
Based on the above calculations, Colleyville shall make an initial payment of$250,000 and two payments
of$139,464.88. However, as outlined in the Agreement, the Committee may adjust the amount of each
payment.
However, as outlined in the Agreement, the Committee may adjust the amount of each payment.
PAGE 11 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
EXHIBIT D
FIBER PROJECT EQUIPMENT
Equipment Description Division Notes
15515 Vacuum Trailer Traffic 2015-Vactron
15615 Drill Machine/Bore Traffic 2016-Vermeer
15715 Trailer-(Belshe) Traffic 2015-Belshe
15115 Splice Trailer Traffic 2015-Rollingstar-12ft
15626 Service Truck w/Tool Body Traffic 2016-F-550
15636 Pick-up w/Dump Bed Traffic 2016-F-550
PAGE 17 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
EXHIBIT E
GCISD AGREEMENT
PAGE 18 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
EXHIBIT E
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:
1.
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 Lv'DEPENDENT SCHOOL DISTRICT FOR FIBER
"Conduit System"shall mean the entire conduit system, including the Facilities as defiled
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 Colleyviile 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
THE GRAYEVLNE-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.
H.
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; PROTECT 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 (I) 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 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 irinerduct 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 l LNTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE GRAPEVINE COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER
I
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 Schedulinv. 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 ! INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEY-VILLE AND
TIE GRAPEVLNE-COLLEYYILLE 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 GIade 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 315 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 LNTERLOCAL AGREEMENT BEIIVEENTHE Ci1'Y OF COLLE'YVILLE AND
THE GRAPEVINE-COLLEYVIELE 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 majority of 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 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
TUE CRAPEVLNE-COLLEY%'1LLE 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 LNTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
TETE GRAPEVINE-COLLEYVILLE I,NDEPENDENT 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 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILL£AND
TIII• GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER
I
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
I
THE GRAPEVLNE-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 I INTERLOCAL AGREEMENT BETWEEN TIYE CITY OF COLLEYVILLE AND
THE GRAPEVLNE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER
EXECUTED hereto on.the date(s) shown below.
Grapevine- o eyville City fC3yville, Texas •
By:
By:
Presi,eat, :•ard of Trustees Richtrd Ne on,Mayor couerme City Council
Attest: Attest: MAR 07 ZOIT
Approved
okt4,4 4LA1 11'1\
Secretary,Board of Trustees Amy S ley City Ng• retary
APPROVED AS TO FORM: APPROVED AS TO FORM:
Time n,Br ckett&Ellis,P.C....... ...... Whitt L.Wyatt,Nichols,JacksPr.6N.144
Hager&Smith L.L.P.
(ILA:3.1.173042.000.83317v4.2)
•
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 1HE CITY OF COLLEYVILLE AND
TIEE GRAPEYLNE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FlUdER
EXHIBIT A
CONDUIT SYSTEM MAP
PAGE 13 1 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER
I
EXHIBIT B
SPECIFICATIONS OF TIIE 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 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 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE GRAPEVINE-COLLEYVILLE INDEPEN'DEN'T SCHOOL DISTRICT FOR FIBER
EXHIBIT C
CONDUIT & FIBER SYSTEM ESTIMATES
[— Linear
Colleyville Footage __ Footage Cost per LF 1 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 $0.511 $26,484.30
Total Estimated•
Project Cost1 $520650.55!
Credit for Conduit Installed by 3rd Party @ Glade& l
Hwy 2618,080 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 I5 LNTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVI .LE AND
THE GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT FOR FIBER
EXHIBIT F
ILA BETWEEN GRAPEVINE AND GCISD REFERENCED IN GCISD AGREEMENT
PAGE 19 INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEYVILLE AND
THE CITY OF GRAPEVINE FOR FIBER OPTIC CABLE INSTALLATION
CITY OF GRAPEVIN
Approved by CouncilN
EXHIBIT F /RE— ��
STATE OF TEXAS
COUNTY OF TARRANT
INTERLOCAL AGREEMENT BETWEEN
THE CITY OF GRAPEVINE AND THE GRAPEVINE-
COLLEYVILLE INDEPENDENT SCHOOL DISTRICT
This Agreement is entered into the 21st day of May 2015, by and between the CITY OF
GRAPEVINE, TEXAS a municipal corporation, hereafter referred to as the "City" or
"Grapevine"and the GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL DISTRICT, an
independent school district located in Tarrant County,Texas, hereafter referred to as"GCISD"
or "District" and located partially within the City of Grapevine and jointly, referred to as the
"Parties."
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 Parties agree that any party paying for the performance of governmental
functions or services under this contract shall make those payments from current revenues
available to the paying party;
WHEREAS, the City and GCISD need to have and maintain fiber optic cable in the
streets of Grapevine, Texas and in many of the same locations;
WHEREAS,the City holds the rights-of-way in trust and has the legal right to occupy the
rights-of-way;
WHEREAS, the City and GCISD will also need to obtain the right to occupy right-of-
way not under City control.
WHEREAS, the City has the authority to lease fiber or conduit it owns to another party;
WHEREAS, it is beneficial for the City and GCISD to share common conduit system
where possible;
WHEREAS, the Interlocal Cooperation Act authorizes governmental entities to enter into
interlocal cooperation agreements for administrative and governmental functions and services;
WHEREAS, the Grapevine City Council approved this Agreement at a City Council
meeting that had been posted and met the requirements of the Texas Open Meetings Act;
1
WHEREAS, The Grapevine-Colleyville Independent School District approved this
Agreement at a Board meeting that had been posted and met the requirements of the Texas Open
Meetings Act;
NOW, THEREFORE, in consideration of the premises and agreements, covenants, and
promises set forth herein, it is agreed as follows:
I.
DEFINITIONS
1. "City"means City of Grapevine,Texas.
2. "Conduit"means the hard tube, which is designed to house innerduct or fiber.
3. "Conduit System" means the conduit installed and owned by the City and used by the
City of Grapevine and the GCISD.
4. "Duct"means one section of multi-duct.
5. "Equipment" means 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.
6. "Fiber"or"Fiber Optic"means the optics of light transmission through very fine, flexible
glass rods by internal reflection.
7. "Facilities" means the conduit system, including the conduit, the fiber optic strands,
innerduct, any handholes or manholes used for the conduit system, trunk lines, pull boxes or any
other part of the fiber optic system.
8. "GCISD"means the Grapevine-Colleyville Independent School District.
9. "Innerduct" means the individual, flexible tube conduit through which the glass fiber
strand cable is installed.
10. "Multi-duct"means the conduit system, which has been sectioned into either three or four
innerducts.
11. "Parties" means the City of Grapevine and the Grapevine-Colleyville Independent School
District.
12. "Project" means the installation of the fiber optic network in the City of Grapevine
pursuant to the terms of this Agreement.
13. "System" means the entire system of cable, conduit, duct, fiber optic, innerduct.
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I
14. "Pull Box" and "access Point" have the same meaning and refer to the location of the
point in the ground nearest a facility being connected where the responsibilities of the "system"
end and begin depending on the Party identified
II.
PURPOSE
The purpose of this Agreement is to provide for the parties to plan, construct, install,
maintain and use a common conduit system for fiber optic cable in the streets, and public
easements of all areas of contiguous jurisdiction shared by the Parties.
Based upon certain legal considerations, such as the City's right to occupy and use the
City rights-of-way, and other rights-of-way under appropriate permission to do so, the City and
GCISD shall own the facilities located in the City rights-of-way and shall authorize the use of the
conduit and fiber optic cable pursuant to the terms of this Agreement.
This Agreement governs the installation, maintenance, repair, and use of conduit,
innerduct, fiber optic cable and related facilities located within the City and jointly owned by the
City and GCISD. If the installation is expanded to other cities in the GCISD, the City will only
be a contractor in other cities, if so desired by the parties to the agreements between the GCISD
and the other cities. City will not own or maintain conduit, innerduct, fiber optic cable or the
related facilities located outside of the city limits of the City of Grapevine.
III.
TERMS, RIGHTS, OBJECTIVES AND DUTIES OF THE PARTIES
1. Ownership. The conduit system to be installed shall be owned as follows: the City shall
have ownership of two (2) ducts and the GCISD shall have ownership of one (1) duct. The City
and GCISD shall jointly own the conduit system, including the conduit, innerduct, multi-duct,
fiber optic lines and other parts of the system located in the right-of-way. City ownership shall
extend to and end at the first pull box located outside a GCISD building. The demarcation
boundary for location services, maintenance and repair of the conduit system shall also be at the
first pull box outside a GCISD building and GCISD's responsibility for these items begins at the
first pull box and extends throughout the property and building for a GCISD location and
properties. City ownership shall extend past the pull box and throughout the property and
building for any City location and properties.
2. Conduit for Parties Use Only. GCISD and City will have access to the system for their
use only. Both parties are prohibited from selling, or allowing access to the system by or for the
use of a third party, nor may the system or use of the system be sold, transferred or assigned to
any other party.
3. Right-of-way. The City shall provide access to City right-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 right-of-way or
3
easements or other property rights in order to install the conduit system. When other right-of-
way is needed the City will be the primary party seeking the appropriate permission or permits.
4. City Services. The City shall provide all location service, maintenance and repair of the
conduit system for the term of this Agreement. The City may enter into an agreement with a third
party to provide such services, which shall be under terms solely decided and agreed upon by the
City.
5. Location. The City and GCISD have provided one another with all locations at which
each party wishes to have the conduit system reach. The parties have identified the best routing
for the conduit system and the final agreed routing and installation map showing that route is
attached as Exhibit "A." Final selection of locations for service and the most effective route
shall be decided by the Committee (established pursuant to Paragraph 12 below) on an ongoing
basis prior to and during construction.
6. Control of rights-of-way. The City will control the rights-of-way. The City will decide
where the duct is to be located within the rights-of-way.
7. Access points. At GCISD locations, the access points will be provided at a location in
the right-of-way designated by GCISD. An access point will consist of a pull box in the right-of-
way near or on GCISD real property or GCISD buildings. Construction of duct or other facilities
inside the structure and pulling fiber from the access point to the termination point in the
building shall be the responsibility of GCISD.
At City locations, the access points will be provided at a location designated by City. An
access point will consist of a pull box in the right-of-way near City buildings or real property.
Construction of duct or other facilities from the pull box to the structure and inside the structure
and pulling fiber from the access point to the termination point shall be the responsibility of City.
8. Installation guidelines. Installation will be in accordance with the construction contract
to be agreed upon by the parties in the future. The City shall perform installation for the Project,
including the main conduit trunk line containing the three (3) innerducts, the vaults on the main
conduit trunk line to provide access to the innerducts, pull the fiber through the innerduct
assigned to the City and into City locations. GCISD shall pull fiber through the innerduct
assigned to GCISD and in its conduit from the Main Trunk Conduit Line into GCISD locations.
However, City may perform this work for GCISD if the parties agree.
Equipment required for installation up to the building shall be acquired by the City. The
parties shall share costs for such equipment. GCISD shall have the right to use of the equipment
as long as the use would not delay installation of the system. City may perform work for GCISD
with the equipment if the parties agree. Equipment for the installation, repair and maintenance in
GCISD or City buildings will be the responsibility of each party.
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
4
I
sign any needed application. Both parties will share equally in initial or ongoing costs for any
required permits, license or other permission that may be required.
The City and GCISD shall obtain the necessary insurance for the Project.
GCISD shall be responsible for any requirements in regard to criminal background
checks or other requirements under the Educational Code for workers on school property.
9. Dedicated fund. In order to commence construction, both parties must initially pay into
a dedicated fund, an amount that will allow the City to place orders and begin the process. The
City will maintain said fund. Each party will initially pay $625,000 into the dedicated fund for
the purposes of construction, maintenance and repair of the system within thirty days after the
last party has signed the Agreement. After the first year, each party will pay annually during
installation, not later than September 30 of each year, $500,000 or an amount as determined by
the Committee provided both parties agree. Based upon the needs of operating the system, the
parties may agree to increase the amount paid into the dedicated fund. After installation is
complete, the parties will pay, not later than September 30 of each year, $20,000 for repair and
maintenance costs, or an amount as determined by the Committee provided both parties agree. If
both parties do not agree to a different amount for maintenance, the above amount shall apply.
The parties must agree on a different amount no later than July 1.
Each party shall be entitled to an accounting of revenue and expenditures, but such
accounting may not occur more than once a year. City agrees to provide such accounting to
GCISD, on or before July 31 of each year, for the period of July 1 through June 30 of the
previous year.
Each party paying for the performance of the governmental functions or services as set
forth in this Agreement will make all payments from current revenues available to the paying
party.
10. Purchasing. The parties agree that each party shall abide by any and all competitive
purchasing laws applicable to the party instigating the construction, maintenance or repair of the
system. The parties further agree that all payments shall be from the designated fund.
11. System priorities. The City provided maintenance shall include responding, on an
emergency basis, to all fiber optic, conduit and cable system trouble calls and performing any
needed repairs due to damage and providing cable locates as needed. The parties agree that the
safety and well-being of the City's citizens and visitors being the first consideration, the City
provided maintenance and repair will be performed based on the following priority schedule: (i)
the part of the system serving public safety; (ii) the part of the system used for other City
services; (iii) GCISD's 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 system serving public
safety.
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12. Committee. The Parties agree that staff will be assigned to a Committee to address
various issues, including construction, scheduling, maintenance, location, cost adjustments and
disputes that may arise in the shared use of the System or other duties as needed. The City
Manager or Superintendent shall assign staff members to the committee. It is anticipated that the
Committee will meet twice a month during the construction phase of this Agreement and when
necessary thereafter, and the Committee members from each party will provide their party's staff
with Minutes and updates from Committee meetings.
13. Maintenance and Repair- Costs and Scheduling.
The City shall be responsible for the maintenance and repair of City fiber and innerduct pipe
maintenance. GCISD shall be responsible for GCISD fiber. These maintenance and repair
obligations apply regardless of whether the fiber is in right-of-way, either party's buildings or
real property, or any other location.
Cost: If fiber in the right-of-way is damaged, the parties agree to seek compensation from any
and all third parties 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 GCISC
agree that the City shall perform the repairs. The City and GCISD agree that each party shall
pay their own material cost and for joint costs, the parties will pay proportionately based upon
the fiber strands each party has in the system (for example, if the City has 288 fiber strands and
GCISD has 96 fiber strands, the City would pay 75% and GCISD would pay 25% of the shared
costs).
Scheduling: The City agrees that all maintenance and repair work on the 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.
14. Decisions by Committee. 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.
The method to be used shall be decided by each party or shall be designated by the District
Superintendent or City Manager.
During meetings in which decisions are made under this Agreement, Minutes shall be kept to
record the method of voting and the vote of each party.
IV
NO ORAL AGREEMENT&ENTIRE AGREEMENT
This Agreement contains all the teens, commitments and covenants of the Parties pursuant to
this Agreement. Any oral or written commitment not contained in this Agreement or expressly
6
referred to in this Agreement and incorporated by reference shall have no force or effect. This
Agreement contains the entire agreement of the parties with respect to the matters contained
herein and may not be modified or terminated except upon the provisions hereof or by the mutual
written agreement of the parties hereto.
V.
CAPTIONS
The captions to the various clauses of this Agreement are for informational purposes only and in
no way alter the substance of the terms and conditions of this Agreement.
VI
ASSIGNMENT
This Agreement or any part thereof shall not be assigned or transferred by any party without the
prior written consent of the other party.
VII
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 Grapevine,to: Bruno Rumbelow, City Manager
City of Grapevine
200 South Main Street
Grapevine, Texas 76051
If to GCISD, to: Grapevine-Colleyville Independent School District
Superintendent
3051 Ira E Woods Ave
Grapevine, Texas 76051
VIII
AGREEMENT INTERPRETATION AND VENUE
The Parties covenant and agree that in any litigation relating to this Agreement, the terms and
conditions of the Agreement will be interpreted according to the laws of the State of Texas.
Venue shall be exclusively in Tarrant County, Texas.
The Parties further agree that the parties will attempt to resolve disputes in the following manner:
(i) first the parties will meet in the Committee, as set out in Article III, section 12 above; (ii) if no
7
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 a mediator; (iv) if no resolution is achieved after meeting with a
mediator, then the dispute will be resolved in the appropriate Court. Provided, however, that if
needed, due to the statute of limitations or some other requirement, a Party may proceed directly
to Court, if this process would unduly delay. The parties shall agree on the mediator to be used
and each party agrees to share the cost for the mediator's services. Each party is responsible for
their expenses related to their own representation.
IX
CONSIDERATION
This Agreement is executed by the parties hereto without coercion or duress and for substantial
consideration, the sufficiency of which is forever confessed.
X.
COUNTERPARTS
This Agreement may be executed in a number of identical counterparts, each of which shall be
deemed an original for all purposes.
XI.
AUTHORITY TO EXECUTE
The individuals executing this Agreement on behalf of the respective parties below represent to
each other and to others that all appropriate and necessary action has been taken to authorize the
individual who is executing this Agreement to do so for and on behalf of the party for which his
or her signature appears, that there are no other parties or entities required to execute this
Agreement in order for the same to be an authorized and binding agreement on the party for
whom the individual is signing this Agreement and that each individual affixing his or her
signature hereto is authorized to do so, and such authorization is valid and effective on the date
hereof.
XII
SAVINGS/SEVERABILITY
In case 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 any other provision thereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
8
XIII
REPRESENTATIONS
Each signatory represents this Agreement has been read by the party for which this Agreement is
executed and that such party has had an opportunity to confer with its counsel.
XIV
TERM &TERMINATION
The Term of the Agreement shall be for Ten (10) years. The parties may agree to annual
renewals of this Agreement.
Either Party to this Agreement may withdraw at any time after the completed construction and
installation of the common conduit system for fiber optic cable in the street but only after
providing the other party not less than ninety (90) days' notice in writing of withdrawal. This
Agreement may be terminated at any time by mutual consent of the Parties. Upon termination of
this Agreement, the City and GCISD shall retain ownership of the designated rights as set forth
above. A full and final accounting of all funds and expenditures in the Dedicated Fund,
established pursuant to Paragraph 9, shall be completed by City and distributed to the parties
within ninety(90)days of the last day of this Agreement.
City and GCISD hereby acknowledge and agree that they are each governmental entities, subject
to annual budgetary processes and restrictions on spending in conformity with those processes,
approved budgets, and applicable law. They further agree that, notwithstanding any other
language in this Agreement, 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 formally and
finally approved budget in any fiscal year subsequent to that in which each Party's funds for this
Agreement were first allocated, any such Party may immediately and without penalty terminate
this Agreement; provided, however, that in no event shall such a termination be effective earlier
that the last date for which the terminating Party's funds have already been so allocated under an
existing formally and finally approved budget. Should this Agreement terminate under the
provisions of this Section, the terminating Party will provide the other Party with written notice
as soon as is reasonably possible of the pending termination under this provision, the effective
date of which shall be at the end of the terminating Party's fiscal year in which funds had
previously been allocated. Notwithstanding the foregoing, the Parties hereto warrant and
represent that any expenditures of funds for services to be provided hereunder will be made from
current revenues available to the Party making the expenditures.
XV
SOVEREIGN IMMUNITY
The parties agree that no party has waived its sovereign immunity by entering into and
performing their respective obligations under this Agreement
9
XVI
MISCELLANEOUS DRAFTING PROVISIONS
This Agreement shall be deemed drafted equally by all parties hereto. The language of all parts
of this Agreement shall be construed as a whole according to its fair meaning, and any
presumption or principle that the language herein is to be construed against any party shall not
apply. Headings in this Agreement are for the convenience of the parties and are not intended to
be used in construing this document.
EXECUTED hereto on the day and year shown above.
Grapevine-Colleyville ISD City of Grapevine,Texas
By: id_ Q. By:
President, Board of Trustees Bruno Rumbelow, City Manager
Attest: Attest:
1.4be2i
Secretary, B of rus es Joth BIUWIL City Secretary
c 00<<s
APPROVED AS TO FORM: APPROVED AS TO FORM:
4j401Aibl -
James on, Brackett& Ellis, P.C. r- , B6o2y74 Lowry, L.L.P.
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10
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