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HomeMy WebLinkAboutSeminole County Interlocal Communicationa Equipment Installation and Maintenance Agreement 2017 10 09 INTERLOCAL AGREEMENT PERTAINING TO INSTALLATION AND MAINTENANCE OF 800 MHz,P25 RADIO COMMUNICATIONS EQUIPMENT AND ACCESSORIES BETWEEN SEMINOLE COUNTY AND THE CITY OF WINTER SPRINGS THIS INTERLOCAL AGREEMENT, by and between SEMINOLE COUNTY, a Charter County and political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East 1st Street, Sanford, Florida 32771, hereinafter referred to as "COUNTY," and the CITY OF WINTER SPRINGS, a Florida municipal corporation, whose address is 1126 East State Road 434, Winter Springs, Florida 32708, hereinafter referred to as "AGENCY." WITNESSETH: WHEREAS, the parties to this Agreement utilize Motorola® P25 wireless, digital communications systems in their respective general, as well as public safety operations; and WHEREAS, COUNTY's Telecommunications Division is an authorized Motorola® Service Facility and has the physical facilities and trained staff to perform certain installation, de-installation, routine maintenance, software programming, and flashing services for the P25 vehicle-mounted and portable, hand-held radios and certain accessory devices; and WHEREAS, the interoperability of the above described equipment between COUNTY and AGENCY is of critical importance to public safety and this concern can best be addressed by the use of COUNTY's in-house radio shop facilities; and WHEREAS, AGENCY desires to avail itself of COUNTY's services due to the reputation of the services provided, cost effectiveness, and geographic convenience of COUNTY's radio shop facilities, all of which are in the public interest and serve the constituents of COUNTY and AGENCY; and 800 MHz P25 Communications Equipment Installation and Maintenance Interlocal Agreement Page 1 of 11 WHEREAS, Florida law provides for interlocal agreement between government agencies for the performance of respective administrative and service functions, NOW THEREFORE, in consideration of the promises, covenants and commitments contained in this Agreement and other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: Section 1. Recitals. The foregoing recitals are true and correct and form a material part of this Agreement upon which the parties have relied. Section 2. Term. The effective date of this Agreement will be the date when the last party has properly executed this Agreement as determined by the date set forth immediately below the respective signatures of the parties. This Agreement will remain in effect until termination for convenience or cause by either Party. Termination for any reason by COUNTY or AGENCY requires a minimum of thirty(30) days advance, written notice to the other. In the event such notice is given, AGENCY will be responsible for timely payment for all services performed but not yet paid, or in process of being performed by COUNTY as of the date such termination becomes effective. COUNTY will not commence work on new services subsequent to the time and date it receives a notice of termination from AGENCY. Section 3. Services to Be Performed by COUNTY. COUNTY shall perform the installation, de-installation, and repair services for the types of radios, electronic systems and accessory devices described in Exhibit A attached to this Agreement according to the fee schedule set forth in Exhibit B attached to this Agreement, both such Exhibits being incorporated in this Agreement by reference and further subject to the following terms and conditions: (a) The services will be provided as expeditiously as possible on a first come, first served basis according to calendar date and time of request for service, except that front line units will be given priority over other service requests. A front line unit is a radio equipped 800 MHz P25 Communications Equipment Installation and Maintenance Interlocal Agreement Page 2 of 11 U motor vehicle for which there is not a back-up or replacement vehicle available for duty during the service interval. Front line units used by law enforcement or fire and emergency medical service agencies will be given the highest priority over those front line and other units used for non-emergency, general governmental services. (b) AGENCY will be invoiced on either a flat fee or time and materials basis, depending on the particular tasks requested and performed, for which a detailed worksheet and invoice will be prepared and delivered at the time the equipment or vehicle is returned to AGENCY. Failure to keep a scheduled appointment in the absence of calling in advance to cancel will result in a minimum one (1) hour service charge at the standard labor rate according to the pricing schedule in Exhibit B attached to this Agreement. (c) if the requested services cannot be done on a "while you wait," quick turnaround basis, COUNTY shall notify AGENCY when the work is completed and the equipment or vehicle is available for return to service. (d) Services performed on base radios and bench microphones will also be done at COUNTY's telecommunications services facility. (e) COUNTY's services do not include those which are otherwise covered by AGENCY's own maintenance and service contract with the equipment manufacturer. Section 4. Obligations of AGENCY. AGENCY is responsible for the following functions when seeking services from COUNTY: (a) AGENCY shall contact COUNTY's Telecommunications Division Manager's office to arrange appointment scheduling and provide a reasonably detailed, written description of the services requested; (b) AGENCY shall deliver to and pick up from COUNTY's telecommunications service center of affected equipment and vehicles; and 800 MHz P25 Communications Equipment Installation and Maintenance Interlocal Agreement Page 3 of 11 (c) AGENCY shall make payment within thirty (30) days of invoicing for all services,equipment,replacement parts, and accessories provided by COUNTY. (d) AGENCY may request installation, de-installation, or repair of listed accessory devices manufactured by aftermarket, non-original equipment manufacturers; however, COUNTY will not be liable for incompatibility or function impairment issues, or damages that may arise when used with the original equipment manufactured("OEM")radios and accessories. Section 5. Limited Warranty as to Workmanship. (a) COUNTY represents to AGENCY that it is an authorized Motorolas Local Service Provider, that the services performed will be rendered with utmost care and performance tested before return to AGENCY in accordance with the manufacturer's specifications and recommended procedures, and that services performed will not impair or void any warranties that AGENCY may have in effect as to any MotorolaID OEM equipment. (b) COUNTY shall warranty the workmanship of all services performed to the extent of prompt correction of any deficiencies at no additional cost to AGENCY, or else a refund of the full amount of service charges paid. COUNTY does not assume any financial or other liability for the replacement cost of defective parts, accessory devices, software, or equipment whether OEM or aftermarket manufacture, the cost and remedy for which will remain the responsibility of AGENCY and manufacturer. Accordingly, AGENCY shall hold COUNTY harmless for the cost of obtaining and replacing parts, accessories, or equipment which are shown to be the result of the manufacturing defect. The foregoing notwithstanding, COUNTY shall absorb the labor and materials charges for documented replacement of parts, accessories, or equipment damage resulting from its own demonstrable, negligent installation, de-installation, or repair services,but only to that extent and not for any additional compensatory, consequential, or punitive damages. 800 MHz P25 Communications Equipment Installation and Maintenance Interlocal Agreement Page 4 of l l (c) The limited warranty provided above constitutes the only warranty provided by COUNTY under this Agreement. COUNTY EXPRESSLY DISCLAIMS AND EXCLUDES ANY OTHER WARRANTY NOT EXPRESSLY STATED IN THIS SECTION 5, INCLUDING BUT NOT LIMITED TO ANY OTHER EXPRESS OR IMPLIED WARRANTY, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. AGENCY's exclusive remedy against COUNTY for the matters set forth in this Section 5 is strictly limited to the provisions expressly stated in this Section 5. AGENCY will have no other remedy against COUNTY under this Section 5, including but not limited to any remedy for consequential damages. The limited warranty provided by COUNTY under this Section 5 is also subject to the limitation set forth in Section 768.28,Florida Statutes (2016), as this statute may be amended from time to time. Section 6. Indemnification Generally. Other than for the special, limited, expressly stated exceptions described in Section 5, above, neither COUNTY or AGENCY shall indemnify or hold harmless the other party for the willful or negligent acts or omissions of the latter's officers, employees, or agents of the other arising from the subject matter of this Agreement. Each party is responsible for the negligent or willful acts or omissions of its own officers, employees, and agents in any cause of action arising from the subject matter of this Agreement. Nothing in this instrument may be construed as denying to either party any remedy or defense available under Florida law. Section 768.28, Florida Statutes (2016), as this statute may be amended from time to time, controls as to sovereign immunity and the limitations on tort damages in this statute. Section 7. Insurance Requirements. Both parties shall maintain adequate insurance coverage to protect its own respective interests and obligations under this Agreement,which may be in the form of self-insurance. 800 MHz P25 Communications Equipment Installation and Maintenance Interlocal Agreement Page 5 of 11 Section S. Independent Contractors. It is agreed by the parties that, at all times and for all purposes within the scope of this Agreement, the relationship of COUNTY to AGENCY is that of independent contractors and not that of co-partners, employee or agency. No statement contained in this Agreement may be construed so as to find the employees of one party as being employees of the other, and none of such individuals are entitled to the rights, privileges, or benefits of the other party's employment rights,privileges, or benefits. Section 9. Equal Opportunity Employment. The parties agree that they shall not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, disability, marital status, or national origin and shall take steps to ensure that applicants are employed, and employees are treated during employment, without regard to race, color, religion, sex, age, disability, marital status, or national origin. This provision must include,but is not limited to the following: employment; upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Section 10. Ethics and Conflict of Interest. (a) AGENCY and COUNTY shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement or which would violate or cause any person to violate the provisions of Part III, Chapter 112, Florida Statutes (2016), as this statute may be amended from time to time, relating to ethics in government. (b) AGENCY and COUNTY each hereby certifies that no officer, agent or employee under their control or supervision has any material interest (defined in Section 112.312(15), Florida Statutes (2016), as being greater than 5%), as that statute may be amended from time to 800 MHz P25 Communications Equipment Installation and Maintenance Interlocal Agreement Page 6 of 11 time, either directly or indirectly, in the business to be conducted under this Agreement, and that no such person will have any such interest at any time during the term of this Agreement. (c) Both parties have the continuing duty to report to each any information that indicates a possible violation of this Section. Section 11. Public Records Law. The parties acknowledge their respective obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes (2016), as this provision and statute may be amended from time to time, to retain all public records, including those pertaining to matters covered by this Agreement, and to release those non-confidential public records or portions of them to members of the public upon request. Accordingly,the parties shall: (a) keep and maintain public records that ordinarily and necessarily would be required by them in order to perform the requirements under this Agreement; (b) provide the public with prompt access to public records on terms and conditions in accord with statutory and case law requirements and that does not exceed the allowable costs provided in Section 119.07(4), Florida Statutes(2016), or as may otherwise be provided by law; (c) ensure that public records that are exempt or confidential from public records disclosure requirements are not disclosed, except as authorized by law; and (d) meet all requirements for retaining public records and transfer, at no cost to COUNTY, all records as may be requested by COUNTY. Electronic copies of records which are provided to COUNTY must be delivered in a format that is compatible with the information technology systems of COUNTY. Failure to comply with this Section will be deemed a material breach of this Agreement, for which COUNTY may terminate this Agreement. Section 12. Entire Agreement. The parties acknowledge, one to the other, that the terms of this Agreement, including all the attachments, constitute the entire understanding and 800 MHz P25 Communications Equipment Installation and Maintenance Interlocal Agreement Page 7of11 agreement of the parties with respect to the subject matter of this Agreement. Accordingly, any prior agreements or understandings as to the subject matter of this Agreement are hereby superseded. Section 13. Notice. Any notice delivered with respect to this Agreement must be in writing and will be deemed to be delivered (whether or not actually received) when (i) hand delivered to the person(s) hereinafter designated or else upon deposit of the notice in the United States Mail, postage prepaid, certified mail, return-receipt requested, addressed to the persons at the address set forth below: For COUNTY: Telecommunications Program Manager Department of Public Safety 150 Bush Boulevard Sanford,Florida 32773 Tel: 407-665-1002 For AGENCY: Captain, Support Services Division City of Winter Springs Police Dept. 300 North Moss Road Winter Springs,Florida 32708 Section 14. Modification or Amendment. No modification of this Agreement or any Exhibit attached to this Agreement will be effective unless in writing, executed with the same formalities as this Agreement is executed, except that either party may change its designated point of contact for official notices under Section 13 in the manner described in Section 13 without the need for formal amendment of this Agreement. Section 15. Binding Effect. This Agreement inures to the benefit of and is binding upon the respective parties' successors and assigns. There are no third party beneficiaries to this Agreement. 800 MHz P25 Communications Equipment Installation and Maintenance Interlocal Agreement Page 8 of 11 Section 16. Assignment. Neither party may assign this Agreement or any reciprocal financial obligations under this Agreement without the express written permission of the other affected party. Section 17. Dispute Resolution, Governing Law and Waiver of Jury Trial. Either party to this Agreement may notify the other party that it wishes to commence formal dispute resolution with respect to any unresolved problem under this Agreement. The parties agree to submit the dispute to a Florida Bar Certified Circuit Court Civil Mediator for mediation, within sixty(60)days following the date of this notice. In the event that any dispute cannot be resolved by mediation, it may be filed as a civil action in the Circuit Court of the Eighteenth Judicial Circuit of Florida, in and for Seminole County, Florida, which is the sole venue for any such civil action. The parties further agree that any such action will be tried to the Court, and the parties hereby waive the right to jury trial as to such action. The laws of the State of Florida govern the validity, enforcement and interpretation of this Agreement. Section 18. Severability. If any provision of this Agreement or the application of it to any person or circumstance is held invalid, it is the intent of the parties that the invalidity will not affect other provisions or applications of this Agreement, which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are declared severable, Section 19. Headings and Captions. All headings and captions contained in this Agreement are provided for convenience only, do not constitute a part of this Agreement, and may not be used to define, describe,interpret, or construe any provision of this Agreement. Section 20. Conditions Precedent. The parties represent each to the other that they have done all things necessary as conditions precedent to the execution of this Agreement and 800 MHz P25 Communications Equipment Installation and Maintenance Interlocal Agreement Page 9 of 11 that the persons whose signatures appear below have full legal authority to bind their respective parties. IN WITNESS WHEREOF, the parties have caused their respective representatives to execute this Agreement on their behalf,on the date set forth below. ATTES T:-' CITY OF WINTER SPRINGS ,........... .......,....�, By: �', Y" 4 k'd , � _;... ,. � � J w� f � LORENZO LUACES �..,ES � �� ayor City Clerk Date: October 9..... 2017 Approved as to form and legal suff 0ll e .cy. ANTHONY GARGANESE City Attorney [Balance of this page intentionally blank;signatory page continues on Page IL] 800 MHz P25 Communications Equipment Installation and Maintenance Interlocal Agreement Page 10 of i 1 BOARD OF COUNTY COMMISSIONERS ATTEST: SEMINOLE COUNTY,FLORIDA . . ....... .. . ....... ......_...... a By.____ -----_--- ,_..��__.. .. MARYANNE MORSE JOHN HORAN, Chairman Clerk to the Board of County Commissioners of Seminole County,Florida. Date:, For the use and reliance of As authorized for execution by the Board of Seminole County only. County Commissioners at its 2016,regular meeting. Approved as to form and legal sufficiency. County Attorney DOS/dre 7/8/16 Attachments: Exhibit A-Scope of Installation,De-installation and Repair Services Exhibit B-Pricing Schedule PAUsers\L.egal Secretary CSB\BITS&Information Services\P25 Radio Maintenance(Winter Springs).docx 800 MHz P25 Communications Equipment Installation and Maintenance Interlocal Agreement Page 11 of 11 bb o OK a ... a Cj 00 c� U u 'E La ., PC w I Q y O OK tg cc � '•O � W � N G7 '''' y G 'tiq q off" w � � ,�; •° �•� '� � .� w � °° �« off¢ 0 o a U by A Jo SCHEDULEEXHIBIT B PRICING Monthl°% Service Fees: Per Mobile Radio $14.30/month Per Portable Radio $ 6.60/month New Radio Installation Rates: Time/Hrs* Hourly Rate: $65.00 Boat 3 $195.00 Cruiser 4 $260.00 Dozer 6 $390.00 Engine 24 $1,560.00 Motorcycle 5 $325.00 Rescue 24 $1,560.00 Sedan 4 $260.00 Specialty(minimum time) 8 $520.00 SUN 4 $260.00 This is inclusive of UHF/VHF/800 MHz radios, Opticom systems, David Clark/FireCom intercom systems, MDT systems, antennas,and relays. Retrofit Radio Installation Rates: Time/Hrs* HourL,Rate: $65.00 Sedan 1 $65.00 SUV 1 $65.00 Cruiser 1 $65.00 Rescue 2 $130.00 Engine 2 $130.00 Specialty 2 $130..00 Boat 2 $130.00 Dozer 2 $130.00 Motorcycle 1 $65.00 Radio Bench Repair/Programming N/A $85.00 Note: Trunked Programming includes initial physical inspection of equipment,programming, template validation and testing. * All Time/Hrs are approximate. Labor will be billed at the Hourly Rate for the actual time expended unless otherwise specified above. 800 MHz P 25 Communications Equipment Installation and Maintenance Interlocal Agreement 11 From: Howanitz, Heather mailto:HHowanitzaseminolecountfLov] Sent:Wednesday, September 27, 2017 3:48 PM To: Geoff Marbes<gmarbes@winterspringsfl.org> Cc: Oliveras,Tommy<tol„i„Ve„rasseminolecountfl. ov>; Blackwell,Janelle <'blackwelI@seminolecountyfl.gov> Subject: Draft Interlocal Agreement Good afternoon. Attached, please find the draft interlocal agreement for the City of Winter Springs. Please return the signed original to us by Monday,October 16th so the agreement can be executed during the Board of County Commissioners meeting October 24, 2017. If you have any questions, please do not hesitate to contact us. Thank you, Nzabieta R Xowanui z Program Specialist,Telecommunications Office of Emergency Management Seminole County Government 180 Eslinger Way Sanford,Florida 32773 Phone: (407)665-1041 Fax: (407)665-1049 Website: www.seminolecountAI. ov_