Res 050-2021 Interlocal Agreement with County for Communications Equipment 05/18/2021 Resolution No. 50-2021
Resolution authorizing an inter-local agreement between The City of
Wichita Falls, Texas and Wichita County, Texas for the location of the
City's radio communications equipment on the communications tower
located at 2813 Central Freeway East and the use of the
communication room inside the facility
WHEREAS, Wichita County, Texas will allow the City of Wichita Falls, Texas to
place communication equipment inside the Law Enforcement Center and on the
communication tower.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
The City Manager is authorized to execute an inter-local agreement
between The City of Wichita Falls, Texas and Wichita County, Texas for the
location of the City's radio communications equipment on the
communications tower located at 2813 Central Freeway East and the use
of the communication room inside the facility.
PASSED AND APPROVED this the 18th day of May, 2021 .
02 -/7
MAYOR
ATTEST:
City Clerk
INTERLOCAL AGREEMENT
BETWEEN
WICHITA COUNTY AND THE CITY OF WICHITA FALLS TEXAS FOR
THE INSTALLATION/PLACEMENT OF INTERNET TECHNOLOGY
HARDWARE,SOFTWARE AND RELATED EQUIPMENT AND
DEVICES AT THE WICHITA COUNTY LAW ENFORCEMENT CENTER
THIS INTERLOCAL AGREEMENT(hereinafter referred to as the"Agreement")is made
and entered into by and between the undersigned Local Governments of the State of Texas,namely
Wichita County, a political subdivision of the State of Texas (the "County"), and the City of
Wichita Falls,Texas,a home rule municipal corporation(the"City"),both acting by and through
their duly authorized representatives,pursuant to the provisions of the Interlocal Cooperation Act,
Texas Government Code,Section 791 et seq.The County and the City are referred to collectively
herein as the"Parties,"or individually as a"Party."
WITNESSETH:
WHEREAS,this Agreement is authorized by Chapter 79I of the Texas Government Code;
and
WHEREAS,the Parties are local governments as that term is defined in Section 791.011
of the Texas Government Code;and
WHEREAS,the Parties find that this Agreement is necessary for the benefit of the public;
that each Party has the legal authority to perform and to provide the governmental function or
service which is the subject matter of this Agreement;that any division of cost fairly compensates
the performing Party for services performed under this Agreement; and the performance of this
Agreement is in the common interest of both Parties;and
WHEREAS, the City desires to install, place or situate Internet Technology Hardware,
Software, and related equipment and/or devices ("IT Equipment") at the Wichita County Law
Enforcement Center("LEC"),located at 2815 Central Freeway East,Wichita Falls,Texas;and
WHEREAS, the County's ability to allow the installation, placement and siting of IT
Equipment at the LEC will enable City law enforcement officers and employees to more
effectively and efficiently perform law enforcement duties;and
WHEREAS,the County currently has available an area or areas at the LEC that may serve
the IT Equipment placement needs of City;and
WHEREAS,the County is willing to provide an area or areas at the LEC to the City as set
forth herein and the City desires to occupy such areas)at the LEC for the purposes set forth herein;
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NOW,THEREFORE,in consideration of the mutual covenants and agreements herein
contained,the undersigned Parties agree as follows:
I.TERMS AND CONDITIONS
A. Primary Obligations of Wichita County. The County agrees to provide the City with the
following:
1. The use of an area or space for placement and storage of IT Equipment;and
2. The use of an area or space for placement of a dish or microwave transmission
device on the LEC communications tower.
The County agrees to provide the City with the enjoyment and peaceful possession of
the above-described areas during the term of this Agreement. In the event the above-
described areas are not available in or on the LEC,the City and County may agree upon
alternative areas acceptable to both Parties.
B. Consideration.The City agrees to provide improvements to the areas identified above to
be used and occupied by the City's IT equipment and to prepare the occupied area(s) or
space(s)for installation by the City,its vendors,contractors and/or subcontractors.
C. Term. This Agreement shall be effective upon the approval of the governing bodies of
County and City, signed by the authorized individuals ("Effective Date"), and shall
continue in force for one (l) year or until such times as either Party terminates the
Agreement as provided herein.
D. Removal of City's Improvements. Upon the termination of this Agreement, City shall
remove its IT Equipment and may remove any of the improvements that the City made to
the LEC,so long as the removal of such improvements does not unreasonably damage the
LEC or the communications tower. In the event any damage is caused during the removal
of such improvements, the City shall be obligated to repair or cause to be repaired any
damage resulting from the removal of its equipment,normal wear and tear excepted.
E. Condition of the LEC.The City shall not be responsible for maintaining and/or repairing,the
LEC's roof, foundation, parking, grounds, common areas, the structural soundness of the
exterior walls,building exterior,electrical systems,plumbing systems,HVAC system and all
amenities within the LEC.The City shall be responsible for maintain and keeping the area(s)
utilized by the City in a clean and neat condition,
F. Use of Premises.The City may only use the designated areas of the LEC for the express
purposes set forth herein. Use of the LEC for any other purpose,shall require the written
consent of the County.The City shall not make any alterations,additions,improvements,
to the LEC without the written consent of the County.This includes the installation of any
equipment.The City shall permit the County to enter,inspect,and make such repairs to its
designated areas of the LEC as often as the County reasonably desires at any reasonable
time.The City agrees that it is solely responsible for making,at its sole cost,any alterations,
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additions, or improvements that are mandated by any and all state, federal and local
accessibility legal requirements and that become necessary due solely to the City's use of
the LEC("alterations"). In the event any alterations, additions,or improvements in or to
the LEC are made necessary by reason of the special use and occupancy by City and,
provided that the County grants its prior written permission to City regarding such
alterations, additions or improvements, City agrees that it will make all such alterations,
additions,and improvements in or to the LEC at its own expense and in compliance with
all building codes,ordinances,and governmental regulations pertaining to such work,use,
or occupancy.
City is solely responsible for the maintenance,upkeep and repair of the IT Equipment and
that area(s)used for placement of said equipment.
G. Utilities and Service. The County shall provide and maintain, at its sole cost, the mains,
conduits and other facilities necessary to dispose of garbage,water,gas,electricity,telephone,
cable,Internet services and sewage service to the LEC.
H. Damage or Injury.The City and the County agree that if either Party is solely negligent in
causing real or personal property damage or personal injury to the other that such
responsible Party shall pay for the actual cost and expenses incurred for such damage or
injury to the extent permitted by law.
I. Default. Either Party's failure to comply with any provision of this Agreement shall be
considered a default. In the event that either Party defaults under this Agreement,the non-
defaulting Party shall give the defaulting Party written notice specifying such default. If
the defaulting Party has not cured such default within thirty(30) days after its receipt of
such written notice,or, if the default cannot with due diligence be cured within a 30-day
period,and the defaulting Party has not commenced and proceeded diligently to cure such
default, then the non-defaulting Party may terminate this Agreement. It is not a waiver of
default if the non-defaulting Party fails to declare immediately a default or delays in taking
any action. Pursuit of any remedies set forth in this Agreement does not preclude pursuit of
other remedies that may be available in this Agreement and/or under the law. The Parties
have a duty to mitigate damages.
II. GENERAL PROVISIONS
A. Payments.Any payment made by a Party pursuant to this Agreement shall be made out of
current revenues available to said Party as required by the Interlocal Cooperation Act.The
County and Wichita Falls agree that there will be no monthly rental cost associated with
this Agreement.
B. Approval by Governing Bodies. This Agreement has been approved by the governing
bodies of Wichita County and of the City of Wichita Falls.
C. Tax Exempt. The County and the City are bodies corporate and politic under the laws of
the State of Texas and claim exemption from sales and use taxes under Texas Tax Code
Ann. § 151.309,as amended,and the services subject hereof are being secured for use by
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County.Exemption certificates will be provided upon request.
D. Severability.If any provision of this Agreement shall be held invalid or unenforceable by
any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof, but rather this entire Agreement will be
construed as if not containing the particular invalid or unenforceable provision or
provisions,and the rights and obligation of the Parties shall be construed and enforced in
accordance therewith.The Parties acknowledge that if any provision of this Agreement is
determined to be invalid or unenforceable, it is the desire and intention of each that such
provision be reformed and construed in such a manner that it will,to the maximum extent
practicable,give effect to the intent of this Agreement and be deemed to be validated and
enforceable.
E. Notices. Any notice to be given hereunder shall be in writing and may be affected by
personal delivery, in writing or by registered or certified mail, return receipt requested,
addressed to the proper Party,at the following address:
City of Wichita Falls:City of Wichita Falls
City Manager
P.O.Box 1431
Wichita Falls,Texas 76307
With Copy to: Kinley Hegglund,City Attorney
P.O.Box 1431
Wichita Falls,Texas 76307
County: Wichita County Judge
900 Seventh St.,Rm. 260
Wichita Falls,Texas 76301
With Copy to: Wichita County Sheriff
2815 Central Freeway East
Wichita Falls,Texas 76302
With Copy to: Wichita County Criminal District Attorney's Office
ATTN:CIVIL DIVISION
900 Seventh St.,Room 205
Wichita Falls,Texas 76301
F. Venue and Governing Law,The parties hereby consent and agree that state courts located
in Wichita County,Texas and the United States District Court for the Northern District of
Texas(Wichita Falls Division)each shall have personal jurisdiction and proper venue with
respect to any dispute between the parties arising in connection with this Agreement. In
any such dispute,the parties shall not raise,and do hereby expressly waive,any objection
or defense to such jurisdiction as an inconvenient forum.
G. Dispute Resolution. The Parties to this Agreement will work together in good faith to
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resolve any controversy,dispute or claim between the Parties which arises out of or relates
to this Agreement whether stated in tort, contract, statute, claim for benefits, bad faith,
professional liability or otherwise("Claim"). If the Parties are unable to resolve the Claim
within thirty (30) days following the date in which one Party sent written notice of the
Claim to the other Party, and if a Party wishes to pursue the Claim, such Claim shall be
addressed through non-binding mediation under the Commercial Mediation Rules of the
American Arbitration Association("AAA").A single mediator engaged in the practice of
law, who is knowledgeable about subject matter of this Agreement, will conduct the
mediation under the then current rules of the AAA. Any mediation under this Agreement
shall be conducted in Wichita County,Texas. All costs involved in the mediation shall be
borne equally between the Parties,except that each Party shall bear its own attorneys'fees.
Nothing herein is intended to prevent either Party from seeking any other remedy available
at law including seeking redress in a court of competent jurisdiction. This provision shall
survive the termination of this Agreement.
H. Termination for Convenience.
I.)The County may terminate this Agreement for convenience and without cause or
further liability upon ninety(90)days written notice to Wichita Falls.
2.)The City may terminate this Agreement for convenience with or without cause or
further liability upon ninety(90)days written notice to County.
3.)All Parties to the contract may terminate upon written mutual consent signed and
dated by all Parties to this agreement setting forth the agreed upon date of termination.
I. No Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of to
Parties hereto,and nothing in this Agreement,express or implied, is intended to confer or
shall be construed as conferring upon any other person any rights, remedies or any other
type or types of benefits.
J. Relationship of the Parties. Each Party to this Agreement, in the performance of this
Agreement,shall act in an individual capacity and not as agents,employees,partners,joint
ventures or associates of one another. The employees or agents of one Party shall not be
deemed or construed to be the employees or agents of the other Party for any purposes
whatsoever.
K. No Waiver of Immunities.Nothing in this Agreement shall be deemed to waive,modify or
amend any legal defense available at law or in equity to the Parties, their past or present
officers, employees, or agents or employees, nor to create any legal rights or claim on
behalf of any third Party. The Parties do not waive, modify, or alter to any extent
whatsoever the availability of the defense of governmental immunity under the laws of the
State of Texas and of the United States.
L. Non-Appropriation and Fiscal Funding. The obligations of the Parties under this
Agreement do not constitute a general obligation or indebtedness of either Party for which
such Party is obligated to levy,pledge,or collect any form of taxation.It is understood and
agreed that County shall have the right to terminate this Agreement at the end of any
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County fiscal year if the governing body of County does not appropriate sufficient funds
as determined by County's budget for the fiscal year in question. County may effect such
termination by giving written notice of termination at the end of its then- current fiscal
year.
M. No Agency Relationship;It is understood and agreed that County shall not in any sense be
considered a partner or joint venture with the City, nor shall any of the Parties in any
manner hold themselves out as an agent or official representative of the County.
N. Entire Agreement.This Agreement represents the entire and integrated agreement between
the Parties and supersedes all prior negotiations,representations,or agreements,either oral
or written. This Agreement may be amended only by written instrument signed by each
Party to this Agreement. NO OFFICIAL, EMPLOYEE, AGENT, OR
REPRESENTATIVE OF THE COUNTY HAS ANY AUTHORITY,EITHER EXPRESS
OR IMPLIED, TO AMEND THIS AGREEMENT, EXCEPT PURSUANT TO SUCH
EXPRESS AUTHORITY AS MAY BE GRANTED BY THE WICHITA COUNTY
COMMISSIONERS COURT.
EXECUTED TO BE EFFECTIVE this day of ,2021.
WICHITA COUNTY,TEXAS CITY OF WICHITA FALLS,TEXAS
By: G )4.7+1 4efL1-3— By:
Woodrow W. nccnrri,Jr. Darron Leiker
Title: Wichita County Judge Title: City Manager
Date: 7 "'0ZG" Date:
For County,Attest: For City, Attest:
By: � /ti../t J By:
Lon Bohannon,County Clerk Marie Balthrop,City Clerk
For County,Approved as to Form: For City,Approved as to Form:
By: By:
Tra ey L. nnings,Civil Chief Kinley Hegglund,City Attorney
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