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09-01-2001 800 MHz Wide Area SmartZoneINTERGOVERNMENTAL AGREEMENT FOR 800 MHz WIDE AREA SMARTZONE TRUNKING RADIO SERVICES THIS INTERGOVERNMENTAL AGREEMENT is made and entered into this �- day of 2001, effective September 1, 2001 by and between the County of Eagle, State of Colorado, a body corporate and politic, acting by and through its Board of County Commissioners ( "County ") and Town of Avon, a [municipal corporation, a special district under the laws of Colorado], acting by and through its Board of Directors ( "User"). RECITALS 1. Eagle County has begun the installation of a planned multi -phase 800 MHz radio system project, the successive phases being intended to expand the territorial reach of the system ( "800 MHz System "). The completed phases of the 800 MHz System are operating. 2. Eagle County is willing to provide User, and other governments, emergency service responders (all of which, together, are referred to herein as "Users "), and certain other special districts, non - exclusive access to the 800 MHz System. 3. User wants to use the 800 MHz System for its intrajurisdiction and interjurisdiction communications. 4. County and User are authorized by Colorado Constitution Art XIV §18(2) and §29 -1 -201, et seq., CRS, to enter into this agreement. They want to enter into it to establish the terms and conditions for User's access to the 800 MHz System. NOW THEREFORE, for and in consideration of the promises set forth herein, the parties agree as follows: ARTICLE I TERM & TERMINATION The initial Term of this Agreement shall be September 1, 2001, through December 31, 2001. This Agreement shall be automatically renewed for successive one -year periods (January 1 through December 31), not exceeding four (4) such renewals, unless it is terminated in accordance with this Article or unless either party gives the other written notice of its election not to renew not later than June 30 of the expiring term. Any time during the Term of this Agreement, any party aggrieved of a material breach of this Agreement may serve on the other party a written notice describing the breach. If the breach is page 1 H: \DIANA \IGA 80OMHZ 2001.DOC not cured within 30 days after the delivery of the notice, this Agreement automatically shall terminate. Upon termination of this Agreement, the User shall immediately reprogram all of its radios containing County template programming and SmartZone system parameters from its equipment at its sole expense. Such reprogramming must be performed by Motorola or a service provider approved by the System Manager. Notwithstanding anything in this Agreement to the contrary, neither party shall have any obligations under this Agreement with respect to any date or period after the last day of the fiscal year in which this Agreement commences, except and to the extent the same is provided for by lawful appropriation in accordance with the applicable governmental budget laws. A party shall give the other party notice of its failure or other inability to make or obtain appropriations for the obligations set forth in this Agreement within ten (10) business days of adoption of a budget for the next fiscal year, and of the effective termination date of approved appropriations, and this Agreement shall terminate effective that date. ARTICLE II THE 800 MHz SYSTEM The 800 MHz System is a radio communications system which allows Users, or defined multi - jurisdictional Users groups, to communicate with one another throughout the geographic reach of the system. System communications depend upon antenna /transmitter- receiver sites with County leases or subleases from others, which are subject to expiration or termination which may cause the loss of geographic reach of the system as well as the need to relocate antennas. The 800 MHz System is subject to electromagnetic and meterorological disruption and to electronic and mechanical failure. The County cannot and does not guarantee the operability of the 800 MHz System as a whole or in any particular part or geographic reach, but the County will use its best efforts to maintain the system. The County intends to expand the geographic reach of the 800 MHz System, but the County cannot make a promise about when or even whether it will do so. The County will seek the User Group's input regarding the expansion. The 800 MHz System is expected to be used by public safety agencies and by "Shared Users," consisting of public and quasi - public non - public- safety agencies. User's use of the 800 MHz System hereunder is a non - exclusive use. Any failure or impairment of the 800 MHz System's facilities or any delay or interruption to the use of the System due to an Act of God or Force Majeure or due to any other causes beyond the page 2 H: \DIANA \IGA 800MHZ 2001.DOC direct control of the County, shall not constitute a breach of this Agreement and the County shall not be liable for any injuries, damages or losses of any nature whatsoever resulting, directly or indirectly, from such failure, impairment, delay or interruption. By entering into this Agreement, User accepts the 800 MHz System as it presently exists and subject to the foregoing limitations. ARTICLE III THE 800 MHz SYSTEM USER GROUP County will establish the "800 MHz User Group" ( "User Group ") for the purpose of assisting the County in administering the multiple - jurisdiction use of the 800 MHz System. The User Group will consist of the Eagle County Sheriff, four (4) representatives from public safety agency Users and one (1) representative of Shared User agencies selected by the Board of County Commissioners. The five Users representatives shall serve two -year terms or until their successors are appointed by the Board of County Commissioners. The Sheriff is the Chairman of the User Group. The User Group shall meet at the call of the Sheriff or in accordance with such bylaws as it may adopt. The User Group is an advisory board to the Eagle County Board of County Commissioners, and is not an independent legal entity. The User Group is responsible for developing a budget for the operation of the 800 MHz System. It will annually review the operating cost of the system and recommend User fees. Recognizing that the costs and revenues from operation of the 800 MHz System must be incorporated into the annual County budget, and the annual budgets of all Users, the User Group will make its recommendation to the Eagle County Sheriff not later than July 15th of each year, or as soon thereafter as is practicable. The User Group is responsible for reviewing and approving template designs for 800 MHz System Users. ARTICLE IV SYSTEM COORDINATION The Eagle County Sheriff, or his designee, snail serve as "System Manager." Each User shall designate a "Trunking Coordinator" who will serve as the single point of contact between the User and the User Group and/or System Manager. A designation shall be made by notice in writing to the System Manager, and may be changed at User's discretion by written notice to the System Manager. page 3 H: \DIANA \IGA 800MHZ 2001.DOC A User may not change talk group names, talk group functions, talk group alias's or any other programming without consulting with and obtaining the approval of the System Manager, who shall approve the change unless he concludes it will or may disrupt 800 MHz System use or management. All programming shall be done on User's radios and other equipment by Motorola or other person approved by the System Manager. ARTICLE V EQUIPMENT County will provide User access to all operating phases of the 800 MHz System for the use of User's radio units. Only County or County- approved receiving or transmitting equipment may be installed at the antenna sites. User is solely responsible for the compatibility of its equipment with the 800 MHz System, even if that equipment has been approved by the System Manager, whose approvals are not intended to and do not constitute a promise or warranty of compatibility. User acknowledges that the system was designed and is maintained by Motorola Communications and Electronics, Inc., and that equipment by other manufacturers (and some Motorola equipment) may not be compatible. User acknowledges that it has familiarized itself with the technical characteristics of the 800 MHz System and of the types of equipment compatible with it. All radio units must be approved by the System Manager before they are used on or programmed for use on the 800 MHz System. The System Manager will approve the radio units if they meet SmartZone compatibility criteria (as set forth on Attachment B or as changed from time -to- time). ARTICLE VI PROGRAMMING Programming requires one radio template for each model of Motorola SmartZone radio. All patches, permanent or temporary, to conventional (UHF /VHF) radio channels must be approved by the System Manager before they become operational, including patches controlled by Public Safety Electronics Banks, 800 MHz Control /Desktop Stations, Mobile and Portable Radios. page 4 H: \DIANA \IGA 80OMHZ 2001.DOC ARTICLE VII SYSTEM RULES OF USE FCC RULES. County holds a license from FCC for the operation of the 800 MHz System. User shall comply with the terms of the license and federal, state and local laws, orders and regulations with respect to system use. SCAN. User will use the Motorola "SCAN" feature at its own risk. The County is not responsible for loss of radio traffic to the User's radio when using scan and roaming throughout the network. DISABLING RADIO. In the SmartZone environment, it is possible for a User's radio to "drag" voice traffic to a radio site, thus causing power consumption and system loading. The System Manager reserves the right to disable a radio from one or more SmartZone sites should the radios cause sites to be busy. After initial installation, should any interference result from the User's operation of this equipment the County may order corrective measures — including discontinuing equipment, uses and activities which are or may be causing the interference — to be taken immediately and interference eliminated within two (2) days of giving notice. The User shall be responsible and shall assume the cost of the corrective measures needed to eliminate the interference or modify it to the satisfaction of the System Manager. ARTICLE VIII SECURITY User may not loan, issue or assign any radios on a permanent or temporary basis to any outside organization without a written authorization by the System Manager. Radio programming security requires that no radio service software (RSS) modifications can be made to the units or central electronics (CEB) consoles without the written approval of the System Manager. These modifications include the system ID number, control channels, connect tones, call alert parameters, secure parameters, emergency channels, or any present or future options in future RSS software releases. Users will be responsible and will assume the cost of the corrective measures needed to eliminate system problems due to any unauthorized radio software modifications. page 5 H: \DIANA \IGA 80OMHZ 2001.DOC ARTICLE IX CONFIDENTIAL INFORMATION Radio software is confidential. Talk group decimal /hexadecimal ID's and template information provided for the template design process also is considered confidential information. User shall not disclose any radio software information to anyone without the County's permission. User makes an unauthorized disclosure of confidential information, the County may terminate this Agreement. ARTICLE X INDEMNIFICATION To the extent allowed by law, each party to the Agreement will defend, save harmless, and indemnify the other from any liability to any third party arising solely out of the negligent acts of the indemnifying party's officers, employees or agents in the performance of this Agreement. Nothing herein is intended to or does waive the provisions of the Governmental Immunity Act. ARTICLE XI TRAINING The success of the 800 MHz System and the safety of personnel depends upon user training; therefore, no employee or agent of User shall be permitted to use the system without the training. User is responsible for providing to each of its employees and agents the minimum training specified by the System Manager. The County may provide system training for the User's personnel at a fee to be agreed upon at the time of training. ARTICLE XII COMPENSATION MAINTENANCE FEE. User will be charged a yearly maintenance fee to cover the operational cost of the 800 MHz System, payable by January 31 of each year (or 30 days after execution of this Agreement, for the year 2001). The maintenance fee will not include initial mobile installation, programming, future talk group or software feature changes to radios, which are the responsibility of each User. ADDITIONAL FEE FOR MUTUAL AID RADIOS, The County reserves the right to charge User a monthly /yearly rate for any mutual aid radio that uses the 800 MHz System for User's primary page 6 H: \DIANA \IGA 80OMHZ 2001.DOC communications. This includes using a logical patch talk group to bypass User's conventional radio system. ARTICLE XIII PRICING STRUCTURE - DEFINITIONS. Tier 1 - Entities are defined as State, County, and Local Municipal Public Safety agencies in Eagle County. Tier 2 - Agencies of surrounding counties which are allowed by County to connect to the SmartZone "brain." "Shared Users" are special districts and quasi - governmental entities not providing public safety services. A "Unit" is either a handheld, portable, mobile radio, base station, or other identified unit. A "Mutual Aid Unit" is a Unit used by a non -User who is on the User's system for purposes of providing mutual aid for some specific incident. ARTICLE XIV PRICING STRUCTURE - FEES. The annual fee for the first year of the term of this Agreement (prorated based on a 365 -day year) is as follows: Tier 1 Users will pay a flat rate of $200.00 per unit, per year for the year 2001; provided that County may negotiate credits with individual Users who contribute enhancements to the 800 MHz System. Tier 2 Users will pay a flat rate of $ per month per port. The following year's pricing structure for all Users will by determined after an annual review by the User Group of the actual operating cost incurred during the past year. The operating cost will need to be re- evaluated every year. The formula to determine the operating cost will be: Site rental costs, Microwave tower rental, Backbone maintenance, Wire line lease costs, Equipment repair and replacement costs, and System Manager costs. page 7 H: \DIANA \IGA 80OMHZ 2001.DOC - Minus - - Divided by - - Equals - Income from Users (including Tier 1, Tier 2 and Shared Users). Total predicted number of units Annual Maintenance Fee per unit ARTICLE XV NON- ASSIGNMENT This Agreement is intended to fill a vital element in the provision of public safety services to the people of Eagle County. User may not assign, sublease or in any manner convey, in whole or in part, its rights under this Agreement. DATED 'i l l 1 2001. ATTEST: Na oL--, . Town Clerk ATTEST: County Commissioners By: �}� 111 i✓.�� --, mac, , COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS �C� ' Tom C.. Stone Chairman page 8 H: \DIANA \IGA 80OMHZ 2001.DOC Eagle County, Colorado August 3, 2001 Town of Avon Public Works Department P.O. Box 975 Avon, CO 81620 Gentlemen: Per the enclosed subscriber database IA you have 35 active radios at the current rate of $100.00 per radio. Please submit your check in the amount of $3,500.00 to the Eagle County Sheriffs Office, by November 1, 2001. We are working with Legacy to complete the data entry, now that our switch has the proper software. Please check the numbers on the subscriber list against each radio to verify for accuracy. Costs for 2002 will increase due to site rental increase rates and warranty expirations. Per our agreement, we will meet to discuss these items. If you have any questions, please do not hesitate to call. Sincerely, A.J_J614-4401, 54eti "$$ P.O. Boa 359Figke, CA 81631 (970) 328 -8500 In Eagle County, Colorado August 27, 2001 Town of Avon Avon Transit P.O. Box 975 Avon, CO 81620 Gentlemen: Per the enclosed subscriber database list, you will have a total of 58 active radios at a rate of $100.00 per radio bringing the pro -rated cost for 2001 to $7,166.12. Please submit your check in the amount of $8,900.00 to the Eagle County Sheriffs Office, by November 1, 2001. We are working with Legacy to complete the data.entry, now that our switch has the proper software. Please check the numbers on the subscriber list against each radio to verify for accuracy. Costs for 2002 will increase due to site rental increase rates and warranty expirations. Per our agreement, we will meet to discuss these items. If you have any questions, please do not hesitate to call. Sincerely, P.O. Box 359 Eagle, CO 81631 (970) 328 -8500 4� Eagle County, Colorado August 3, 2001 Avon Police Department P.O. Box 975 Avon, CO 81620 Gentlemen: Per the enclosed subscriber database list, you have 31 active radios at the current rate of $200.00 per radio. Please submit your check in the amount of $6,200.00 to the Eagle County Sheriffs Office, by November 1, 2001. We are working with Legacy to complete the data entry, now that our switch has the,proper software. Please check,the numbers on the subscriber list against each radio to verify for accuracy. Costs for 2002 will increase due to site rental increase rates and warranty expirations. Per our agreement, we will meet to discuss these items. If you have any questions, please do not hesitate to call. Sincerely, A- JJd4 -4o4,, 59eti "$$ P.O. Box 359 Eagle, CO 81631 (970) 328 -8500