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Home My WebLink AboutC2011-217 - 6/28/2011 - ApprovedINTERLOCAL AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND THE PORT OF CORPUS CHRISTI AUTHORITY REGARDING SHARING OF NETWORK RESOURCES General Recital This agreement is entered into between the Port of Corpus Christi Authority, a Texas governmental entity (GOVERNMENTAL ENTITY) and the City of Corpus Christi, a Texas home -rule municipal corporation (CITY) for the purposes of the Texas Intergovernmental Cooperation Act, Government Code, Chapter 791, to achieve efficiency in meeting intergovernmental responsibilities. WHEREAS, GOVERNMENTAL ENTITY AND CITY desire to share available network resources to improve each entity's respective network services capabilities; NOW, THEREFORE, in consideration of the mutual promises herein, CITY and GOVERNMENTAL ENTITY agree as follows: Article I Purpose 1.1 GOVERNMENTAL ENTITY desires to obtain right to use available network resources of the CITY system specifically described in Exhibit A of this Agreement AND the CITY desires to obtain right to use available network resources of the GOVERNMENTAL ENTITY specifically described in Exhibit A of this Agreement. Article II Grant of Use 2.1 CITY grants non - exclusive right of use to GOVERNMENTAL ENTITY for the network resources specified in Exhibit A. 2.2 CITY also grants GOVERNMENTAL ENTITY a non - exclusive right to use tangible and intangible personal property GOVERNMENTAL ENTITY needs to use City -owned fibers, which is located within the City owned network resource outlined in Exhibit A, including but not limited to cable sheathing, troughing, pedestals, slack containers, and related equipment, but excluding any electronic or optronic equipment. GOVERNMENTAL ENTITY shall be entitled 2011 -217 Ord. 029108 City of Corpus Christi 06/28/11 Page I 1 Port of Corpus Christi Authority rNpExEO to use CITY -owned network resources listed on Exhibit A for GOVERNMENTAL ENTITY'S sole use in compliance with lawful purposes of GOVERNMENTAL ENTITY. 2.3 GOVERNMENTAL ENTITY grants non - exclusive right of use to CITY for the network resources specified in Exhibit A. 2.4 GOVERNMENTAL ENTITY also grants CITY a non - exclusive right to use tangible and intangible personal property CITY needs to use its GOVERNMENTAL ENTITY network resources listed on Exhibit A, including but not limited to cable sheathing, troughing, pedestals, slack containers, and related equipment, but excluding any electronic or optronic equipment. CITY shall be entitled to use GOVERNMENTAL ENTITY network resources listed on Exhibit A for CITY'S sole use in compliance with lawful purposes of CITY. 2.5 Party' s use of Resources (a) CITY shall have full use of identified resources in Exhibit A for such CITY uses including but not limited to interconnection of City of Corpus Christi facilities, traffic signals, and other sites for improved data communications of the CITY. (b) GOVERNMENTAL ENTITY shall have full use of identified resources from Exhibit A for such GOVERNMENTAL ENTITY uses including but not limited to interconnection of GOVERNMENTAL ENTITY facilities and other sites for improved data communications of the GOVERNMENTAL ENTITY. 2.6 Ownership of Fiber (a) CITY shall own all the fiber in the system that is on City premises; (b) GOVERNMENTAL ENTITY shall own all the fiber in the system that is on GOVERNMENTAL ENTITY premises; (c) This is an exchange of the use of fiber within the system as shown in Exhibit A and should not be construed as an exchange of assets, liability, or any associated costs for maintenance and repair. 2.7 Access. CITY and GOVERNMENTAL ENTITY agree that the City or Corpus Christi will maintain control to access any CITY network resources and that GOVERNMENTAL ENTITY will maintain control to access any GOVERNMENTAL ENTITY network resources. , City of Corpus Christi Page 12 Article III Effective Date and Term 3.1 This Agreement is for one year beginning the Effective Date. 3.2 The effective date is defined as the latest date of signature on this agreement by the authorized representative of CITY and GOVERNMENTAL ENTITY. 3.3 The Agreement automatically renews for up to four succeeding one -year terms under the same conditions unless terminated or modified as set out herein. Article IV Repair and Maintenance 4.1 GOVERNMENTAL ENTITY shall be responsible for installation, repair, replacement and maintenance of GOVERNMENTAL ENTITY's network resources to the extent authorized under the GOVERNMENTAL ENTITY'S approved annual budget. 4.2 CITY shall be responsible for installation, repair, replacement, and maintenance of CITY's network resources to the extent authorized under the City's approved annual budget. 4.3 Each party acknowledges that any connectivity service may be temporarily unavailable for scheduled or unscheduled maintenance, and for other reasons within and without the control of the City. Each party shall use best efforts to notify the other party in advance of planned activities on the network that may impair or eliminate signal continuity, The CITY contact for such notification is: Servicedesk(Icetexas.com tel: 361 - 826 -3766, or (361826 -3740. Mailing address: City of Corpus Christi, Attn: Chief Information Officer /Director of Municipal Information Systems, 1201 Leopard St. Corpus Christi Texas. 78401. The GOVERNMENTAL ENTITY contact for such notification is: Gustavo Espinosa, Gustavo(( a�pocca.com , tel: 361 - 885 -6150. Address: 222 Power St. Corpus Christi Tx. 78401. Article V 5.1 Limitation of Liability. Each party acknowledges that all products and services provided to the other party are provided on an "As Is" basis and that neither the CITY nor GOVERNMENTAL ENTITY make any warranty of any kind, expressed or implied, including, but not limited to, any warranty regarding City of Corpus Christi Page 13 the reliability or suitability of any product or service for a particular purpose. CITY and GOVERNMENTAL ENTITY disclaim any warranty of merchantability or fitness for a particular purpose with respect to the products or services provided by each of them, respectively. 5.2 Each party acknowledges and understands that neither CITY nor GOVERNMENTAL ENTITY exercise any control over the nature, content, or reliability of the information delivered to the other party from the Internet or vice versa. 5.3 Under no circumstances shall either party be held responsible for damages or loss suffered by the other party as a result of such other party's direct or indirect use of the network resources under this Agreement. 5.4 Notwithstanding any provision of this Agreement to the contrary, neither party shall be liable to the other for any special, incidental, indirect, punitive or consequential damages, whether foreseeable or not, arising out of, or in connection with such party's failure to perform its respective obligations or breach of its respective representations hereunder, including, but not limited to, damage or loss of property or equipment, loss of profits or revenue, cost of capital, cost of replacement services (whether arising out of transmission interruptions or problems, any interruption or degradation of service or otherwise), or claims of GOVERNMENTAL ENTITY or CITY, in each case whether occasioned by any construction, reconstruction, relocation, repair or maintenance performed by, or failed to be performed by, the other party or any other cause whatsoever, including breach of contract, breach of warranty, negligence, or strict Iiability, all claims with respect to which such special, incidental, indirect, punitive or consequential damages are hereby specifically waived. Article VI Currently Available Funds 6.1 CITY and GOVERNMENTAL ENTITY agree that the performance of each is subject to the ability of the parties to provide or pay for the services required under this Agreement. CITY and GOVERNMENTAL ENTITY acknowledge that this agreement between them is E City of Corpus Christi Page 14 entered into in accordance with the Interlocal Cooperation Act, Chapter 791, Texas Government Code. In accordance with Chapter 791 of the Texas Government Code, the City and GOVERNMENTAL ENTITY acknowledge that any payments made in accordance with the terms of this agreement shall be made from current revenues available to the paying party, and any future payments are subject to appropriations. Article VII Termination of Agreement Termination of this agreement may be caused by the following conditions: Either CITY or GOVERNMENTAL ENTITY may terminate the Agreement at any time without cause upon 90 days written notice of termination. Upon termination, each party shall immediately cease use of the equipment and network resources of the other parry. Article VIII Governmental Service This Agreement is between CITY and GOVERNMENTAL ENTITY for the purpose of providing governmental services and not for the benefit of any third party or individual. Article IX Force Maieure CITY and GOVERNMENTAL ENTITY will exercise every reasonable effort to meet their respective obligations but shall not be liable for any delays including delays resulting from force majeure or other causes beyond reasonable control, including, but not limited to, compliance with any Government law or regulation, acts of God, acts of omission, fire, strikes, lockouts, national disasters, wars, riots, transportation problems, shortages of materials, and/or any other cause whatsoever beyond the reasonable control of the CITY and GOVERNMENTAL ENTITY. Article X Notification Notices may be given by hand or certified mail, postage prepaid, and is deemed received on the day hand delivered or on the third day after deposit if sent certified mail. Notice will be sent to the following: City of Corpus Christi Page 15 IF TO CITY: City of Corpus Christi Attn: IT Program Coord. P.O. Box 9277 Corpus Christi, Texas 78469 -9277 IF TO GOVERNMENTAL ENTITY: Port of Corpus Christi Authority Attn: Gustavo Espinosa, IT Manager 222 Power St. Corpus Christi, Texas 78401 Article XI Entirety Clause 11.1 This Agreement expresses the entire agreement between CITY and GOVERNMENTAL ENTITY. Any modification or amendment to this Agreement is not binding upon these identified parties unless reduced to writing and signed by persons authorized to make such Agreements on behalf of the respective party. Any modification or amendment which does not change the essential scope and purpose of this Agreement may be approved by the City Manager or designee on behalf of CITY and a duly authorized agent on behalf of GOVERNMENTAL ENTITY. aty of Corpus Christi Page 16 EXECUTED AGREEMENT EXECUTED in duplicate originals by the City of Corpus Christi on this �-� day of , 2011. ATTEST: B y : Armando Chapa, City Secretary CITY OF CORPUS CHRISTI B C(hp e ' ICJ Ronald L. Olson, City Manager Legal form approved on , 2011 By: � � Lisa Aguilar, As s nt City Attorney For the City Attorney w AUTHORIZED V ■ c -cumcm .YY le /29 1 SECREiiPpiff E ECUTED in duplicate originals by the Port of Corpus Christi Authority on this 10 of 2011. Port of Corpu C i hority John P. L ue, Executive Director City of Corpus Christi Page 17 EXHIBIT A [CITY network resources which GOVERNMENTAL ENTITY desires to use:] [GOVERNMENTAL ENTITY network resources which CITY desires to use:] Amh," 0, PoCCAjunctionbox 4,c- .1 providing 12 sm fiber from this Point to a City junction box at the Texa State Aquarium PoCCA condult under Itm shipping channel. PoCCA is providing conduft space for the City to run City owned fiber. City Aber provided to POCCA terminates and splices with PoCCA fiber at this City Junction Cit fiber y jUnCtlon box. PoCCA box. terminates at this point City will create a saparote demarcation for the 12 sin finer from PoCCA. PoCCA Junction bOX WtWFU PoCCA will provide rack space and power for City network and wireless. con PoCC has their own fiber within this � condull City will run additional fiber andtor share PoCCA provided urn fiber, n , Tp City provided conduit and fiber. The City will allocate 12 sm fiber for PoCCA use, fiber in a spliced to City City provIded fiber and conduit with terminating into PoCCA fiber the P*CCA installed data center. V . LEGEND iiiiiiiiiiiiiiiiiiiiiiiPOCCA Conduit and aeriekbutiat Fiber iiiiiiiiiiiiiiiiiiiiii0ty of CC Conduit and aerial. budW Rber- ,iiiiiiiiiiiiiiiiiiiiii,poCCA Conduit thAt will run City of CC Fiber "7 mmosmCity of CC Conduit that will run 4 PoCCA Fiber City of Corpus Christ; Page 110 EXHIBIT B DEFINTIONS Fiber (Fiber Optic Cable) — a cable that contains individual glass fibers, designed for the transmission of digital information, using light pulses. SM (Single Mode Fiber) — An optical fiber with a small core diameter in which only a single mode of light is capable of propagation. Junction Box (Junction or Pull standard) - Boxes that serve several functions for above and below ground fiber optic installations. Functions include the facilitation of cable pulling through conduits and raceways, for the reduction of cable stress within a cable run, for cable installations where there is a need to gain access to cable for splicing and testing, to store slack cable, and to house in line equipment. Boxes are available in many sizes, depending on their intended use and the space available for mounting the boxes. City of Corpus Christi Page 19