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HomeMy WebLinkAboutR-4126-12-24Resolution No. 4126-12-24(R), Page 2 EXHIBIT “A” (Interlocal Agreement to be attached) PAGE 1 INTERLOCAL AGREEMENT DATA CENTER RACK SPACE CITY OF ALLEN AND TOWN OF ADDISON 4890-2414-5655, v. 1 STATE OF TEXAS § § COUNTY OF COLLIN § INTERLOCAL AGREEMENT RELATING TO DISASTER RECOVERY DATA SITE by and between the City of Allen, Texas Allen Town of Addison Addison . WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, authorizes governmental entities to contract with each other to perform government functions and services under the terms thereof; and WHEREAS, the Parties have the authority to enter into this Agreement pursuant to Chapter 791, Texas Government Code; and WHEREAS, the Parties have invested, or will invest, in the purchase, design, installation, operations, and maintenance of appropriate network, computer, and storage components to meet their respective disaster recovery needs; and WHEREAS, the Parties must ensure that their respective computer networks have sufficient disaster recovery contingency operations and therefore it is mutually beneficial for the Parties to execute this Agreement to provide data center rack space at each data center for use as a disaster recovery data site which will for each Party continuity of operations reducing the expenditure of public funds by the Parties; and WHEREAS, the Parties will each receive a benefit by establishing a geographically separate data center, the benefits of which include, but not limited to: (i) geographic separation of disaster recovery data sites for protection from localized natural disaster events; (ii) access to a geographically separated disaster recovery site without incurring the recurring costs typical of colocation facilities; (iii) use of a disaster recovery site that is staffed and/or monitored by the other Party during normal operating hours; and (iv) the ability to logically extend the data network to a colocation facility without reliance on the public network; and WHEREAS, maintaining geographically separate Data Centers which house sufficient equipment for operations to continue in the event of a disaster will allow each Party to continue business operations and provide benefits to the public in the event of a disaster; NOW THEREFORE, in consideration of the mutual representations, terms and covenants hereafter set forth, and other valuable consideration the adequacy and receipt of which is hereby acknowledged, the Parties agree as follows: Article I. Term; Termination PAGE 2 INTERLOCAL AGREEMENT DATA CENTER RACK SPACE CITY OF ALLEN AND TOWN OF ADDISON 4890-2414-5655, v. 1 1.1 Term. The term of this Agreement shall begin on the last date of execution (the for a period of one (1) year and shall automatically renew for successive terms of one (1) year each unless sooner terminated as provided herein. on an annual basis thereafter unless either Party provides written notice to the other Party to terminate at least ninety (90) days prior to the expiration of the then current term. 1.2 Termination. (a) Either Party may terminate this Agreement by providing the other Party one hundred eighty (180) days prior written notice thereof. In such event the Parties agree to work (b) Either Party may terminate this Agreement on the date set forth in a written notice to the other Party in the event the other Party breaches and of the terms and conditions of this Agreement and such breach is not cured within thirty (30) days after receipt of notice thereof. Article II. Purpose The purpose of this Agreement is to provide the terms and conditions under which the Parties shall provide allocated to the other Party for use as a disaster recovery data site. Article III. Data Center Housing 3.1 Allen shall utilize co-location space, in an amount specified herein, within Addison Data Center located at , for the purpose of providing disaster recovery service for Allen. Addison shall utilize co-location space, in an amount specified herein, within Allen Data Center located at for providing disaster recovery services for Addison. 3.2 The Parties agree that they are exchanging in-kind services of equal value, but in the event that either Party pays for the performance of governmental functions or services, such payment shall be made from current revenues available to the paying Party. 3.3 For purposes of this Agreement, each Party shall each be referred to herein as (i) a Hosting Party the Party whose Data Center is being utilized, and (ii) Utilizing Party PAGE 3 INTERLOCAL AGREEMENT DATA CENTER RACK SPACE CITY OF ALLEN AND TOWN OF ADDISON 4890-2414-5655, v. 1 Center. In providing co-location space in each respective Data Center for data center space to the other Party. 3.4 The Parties, in their respective capacities as a Hosting Party and as a Utilizing Party shall: (a) Provide floor space with conditioned air and power such that the environment where any equipment is placed has appropriate power and environmental controls to be compliant with IEEE and ANSI/TIA standards, subject to the following: (i) The Hosting Party shall provide that the Utilizing Party will have at least one (1) 42U standard network racks for dedicated use. (ii) Though environmentally controlled space will be provided, the Hosting Party will not provide monitoring support, investigative assistance, or other diagnostic services to the Utilizing Party within the Data Center. The Hosting Party shall only be responsible to assist with establishing the communication pathway to a point of present within the Data Center, as well as the other obligations provided by this Agreement. (iii) Each Party shall be responsible for, at their own expense, providing their own equipment at Data Center as may be required to support that specific disaster recovery needs. Neither Party shall be required to Center. However, the minimum amount of agreed upon rack space described herein will remain allocated for use by the other Party as long as this Agreement remains in force. (iv) The Hosted Party will comply with the Utilizing Party respect to the selection and implementation of rack systems in order to maintain Data Center uniformity. (b) Provide direction to the Utilizing Party with regard to the checks and clearances required to provide access to Hosting Party Data Center, and all employees or contractors must satisfy the Hosting Party insurance, security and access requirements prior to those employees or contractors being granted access to the Hosting Party Data Center, subject to the following: (i) Prior to being allowed building access, support personnel and/or contractors will be required to pass any background check process required by the Hosting Party. (ii) Building access will be allowed 24 hours per day, 7 days per week in the event that a disaster or emergency is declared for Allen by the Allen Mayor, and/or the Allen City Manager, or their designees, or for Addison by the Addison Mayor, and/or the Addison City Manager, or their designees. Each Party will provide written notification to the other Party, either prior to entering the building or as soon PAGE 4 INTERLOCAL AGREEMENT DATA CENTER RACK SPACE CITY OF ALLEN AND TOWN OF ADDISON 4890-2414-5655, v. 1 as feasible, using an emergency contact list, which each Party shall continuously update and provide copies thereof to the other Party. (iii) Each Party agrees to comply with any statutorily required cybersecurity training for . (iv) Each Party shall be responsible for ensuring timely updates of personnel changes and will collect any access badges and/or key cards issued to its respective support personnel should such personnel leave such Party or no longer require access to the respective disaster recovery facility. (v) The use of contractor services by either Party will be coordinated with the other Party and will follow the requirements of the Hosting Party with respect to insurance, materials, and selected vendors. (vi) ontractors shall be responsible for any damage caused to other and property. Each Party shall when contracting with third parties ensure that such contract provides that such contractor or third party is responsible for any damage to the equipment and property of the other Party. Each Party will make available such security logs, video, still images, or other evidence to support any claim arising from contractor damage. (c) Provide access to the Data Center for purposes of testing or utilizing the disaster recovery feature(s). (i) Individuals accessing the Data Centers will adhere to the Hosting Party building access control requirements and shall follow an agreed upon business process to ensure security processes are followed. (ii) When possible, advance notice of access will be provided to the hosting Party prior to access the Hosting Party Data Center. In the event of an emergency, notification will be made as soon as reasonably possible after accessing the Hosting Party Data Center. (iii) A priority contact list, updated quarterly, will be provided, and maintained by each Party. (d) Permit the Hosted Party to provide the data connection and associated maintenance required for their equipment at the Data Center, included but not limited to: (i) Fiber network access; (ii) Horizontal cabling and ladder racks within the Data Center; and (iii) ISP demarcation points within the Data Center 3.5 While the primary purpose for this Agreement is to provide each Party a disaster recovery site at a reduced cost, both Parties agree that the H systems in the hosting Data Center may be used to augment routine production workloads as a means to continually validate service availability. PAGE 5 INTERLOCAL AGREEMENT DATA CENTER RACK SPACE CITY OF ALLEN AND TOWN OF ADDISON 4890-2414-5655, v. 1 3.6 Addsion will provide a dark fiber path between the Addison Data Center and the Allen Data Center. Allen will provide a dark fiber path between the Allen Data Center and the Addison Data Center. The Parties may share dark fiber pathways while maintaining separate networks to provide a high level of network redundancy. Article IV Representative/Monitoring Position 4.1 The Parties shall perform an annual review of this Agreement, with respect to will be conducted between the designated resources (our other designated resources as my be designated by the Parties): ALLEN Point of Contact: Primary: Eric Matthews, CIO, ematthews@cityofallen.org Secondary: Allen Anderson, Infrastructure Manager,alanderson@cityofallen.org ADDISON Point of Contact: Primary: Hamid Khaleghipour, Executive Director of Internal Services, hkhaleghipour@addisontx.gov Secondary: Chad Hancock, Assistant IT Director, chancock@addisontx.gov The annual review shall include but not limited to the following: (i) personnel on Data Center site access list; (ii) forward looking assessment of new technology planned to be installed at the other ; (iii) confirmation of continued operations under the Agreement; (iv) proposed or planned changes to the building access requirements; (v) proposed modifications to the data connection, equipment, and/or proprietary network; and (vi) other topics impacting the purpose of this Agreement. Article V. Miscellaneous 5.1 Legal Construction. In the event any one or more of the provisions contained in this Agreement are for any reason held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect other provisions, and it is the intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 5.2 Binding Agreement; Assignment. The terms and conditions of this Agreement are binding upon the successors and permitted assigns of all Parties hereto. This Agreement may not be assigned by a Party without the prior written consent of the other Party. 5.3 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received: (i) three (3) days after deposit into the United States Mail, postage prepaid, certified mail, addressed to the Party at the address set forth below, or (ii) on the day received if sent by courier or otherwise hand delivered. PAGE 6 INTERLOCAL AGREEMENT DATA CENTER RACK SPACE CITY OF ALLEN AND TOWN OF ADDISON 4890-2414-5655, v. 1 If to Allen, to: City of Allen, Texas Attn: Eric Ellwanger City Manager 305 Century Parkway Allen, Texas 75013 With a copy to: Infrastructure Manager City of Allen, Texas 305 Century Parkway Allen, Texas 75013 With a copy to: Attn: Peter G. Smith City Attorney Nichols | Jackson 1800 Ross Tower 500 North Akard Street Dallas, Texas 75201 If to Addison, to: Town of Addison, Texas Attn: David Gaines City Manager 5300 Belt Line Road Dallas, Texas 75254 With a copy to: Infrastructure Manager Town of Addison, Texas 5300 Belt Line Road Dallas, Texas 75254 With a copy to: Attn: Whitt Wyatt CityAttorney Wyatt Hamilton Findlay, PLLC 5810 Long Prairie Road, Suite 700-220 Flower Mound, Texas 75028 5.4 Immunity. It is expressly understood and agreed that, in the execution of this Agreement, no Party waives, nor shall be deemed hereby to have waived any immunity or defense that would otherwise be available to it 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 Parties not signatories hereto. To the extent authorized under the Constitution and laws of the State of Texas, and without waiving sovereign immunity or any other immunity provided by law, each Party shall be responsible for any and all claims, demands, suits, actions, damages, and causes for action related to or arising out of or in any way connected with its own actions, and the actions of its personnel rendered or performed pursuant to the terms and conditions of this Agreement. 5.5 Liability. Each Party agrees to the extent authorized under the Constitution and the laws of the State of Texas, to be fully responsible for any and all claims for damages, costs, and expenses to person or persons and property that may arise out of or be occasioned by this PAGE 7 INTERLOCAL AGREEMENT DATA CENTER RACK SPACE CITY OF ALLEN AND TOWN OF ADDISON 4890-2414-5655, v. 1 Agreement. Each Party, to the extent allowed by law and without waiving any rights, defenses, immunity, or protections provided therein, agrees to be responsible for its own acts of negligence. In the event of joint or concurrent negligence of the Parties, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas without, however, waiving any governmental or statutory immunity or defense available to any Party individually under Texas law. Allen shall be responsible for its sole negligence in accordance with applicable law. Addison shall be responsible for its sole negligence in accordance with applicable law. The provisions of this section are solely for the benefit of the Parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 5.6 Warranties and Representations. Neither Party makes any warranties, express or implied (including those regarding merchantability or fitness for a particular purpose) respecting any duties or obligations of the other under this Agreement, and each entity waives any and all warranties, express or implied. 5.7 Amendments. This Agreement may be amended by the mutual written agreement of the Parties to it. The City Manager for each Party, or designee shall have the authority to execute on behalf of such Party any amendment to this Agreement. 5.8 Recitals. The recitals to this Agreement are incorporated herein. 5.9 Exhibits. Any exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 5.10 Severability. In the event that any section, paragraph, sentence, clause, or provision hereof is held by a court of competent jurisdiction to be invalid, such invalidity shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 5.11 Governing Law.The laws of the State of Texas shall govern this Agreement without regard to any conflict of law rules; and venue for any action concerning this Agreement shall be in the State District Court of Collin County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 5.12 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations that are granted and assumed under this Agreement. 5.13 Counterparts. The Agreement may be executed in a number of counterparts, each of which shall be deemed an original and constitute one and same instrument. 5.14 Entire Agreement. This Agreement is the entire Agreement between the Parties with respect to the subject matter covered in 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, except as provided in any Exhibits attached hereto. 5.15 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. PAGE 8 INTERLOCAL AGREEMENT DATA CENTER RACK SPACE CITY OF ALLEN AND TOWN OF ADDISON 4890-2414-5655, v. 1 EXECUTED on this _______ day of _____________________, 2024. City of Allen, Texas By: ____________________________________ Eric Ellwanger, City Manager Approved as to Form: By: ___________________________________ Peter G. Smith, City Attorney EXECUTED on this _______ day of __, 2024. Town of Addison, Texas By: ____________________________________ David Gaines, City Manager Approved as to Form: By: ___________________________________ Whitt Wyatt, City Attorney Town of Addison, Texas Resolution No. Page 1 of 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF ADDISON, TEXAS AUTHORIZING AN INTERLOCAL COOPERATION AGREEMENT THE CITY OF ALLEN FOR SHARED DATA CENTER RACK SPACE; AUTHORIZING THE CITY MANAGER TO TAKE ANY ADDITIONAL AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS,the Interlocal Cooperation Act, Texas Government Code, Chapter 791, as interlocal agreements with each other and with local government corporations for the purpose of performing governmental functions and services as set forth in the Act; and WHEREAS, the Town of Addison City of Allen ( invested, or will invest, in the purchase, design, installation, operations, and maintenance of appropriate network, computer, and storage components to meet their disaster recovery needs; and WHEREAS, because both Addison and Allen must ensure that their computer networks have sufficient disaster recovery contingency operations, it is mutually beneficial to execute this Agreement, whereby an equal amount of data center rack space at each data center (each, entity for use as a disaster recovery data site which will provide the technical framework for each entity operations while reducing the required expenditure of public funds for Addison and Allen; and WHEREAS, Addison and Allen desire to enter into an agreement wherein each entity will collaboratively ensure an equal amount of data center rack space at each entity will be allocated to the other for use as a disaster recovery data site which will provide the technical framework for each entity expenditure of public funds for Addison and Allen; and WHEREAS, Addison and Allen each find it mutually advantageous to enter into an Interlocal Agreement to reflect the terms, conditions, rights and obligations of each entity. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF ADDISON, TEXAS, THAT: SECTION 1.The above and foregoing premises and recitals are found to be true and correct and are incorporated herein and made part hereof for all purposes. SECTION 2. The City Manager is hereby authorized to execute the Interlocal Cooperation Agreement between Town of Addison and City of Allen, attached hereto as Exhibit A, and take any additional acts to carry out Addison obligations under the ILA.