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RE 2010-1109.1RESOLUTION NO. ,ZQ16 -1/0 / A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF AN INTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND CITY OF CARROLLTON, TEXAS; AUTHORIZING ITS EXECUTION BY THE MAYOR PRO TEM; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Interlocal Agreement ( "Agreement ") by and between the City of Coppell, Texas and City of Carrollton, Texas, a copy of which is attached hereto and incorporated herein by reference as Exhibit A; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor Pro Tern should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor Pro Tern is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. This Resolution shall become effective immediately from and after its passage. Page 1 TM 462152102910 DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the day of , 2010. CITY OF COPPELL, TEXAS " &V44;K B MAHALIK, MAYOR PRO TEM ATTEST: CITY SECRETARY APPROVED AS TO FORM: ATTORNEY • r Page 2 TM 46215.2.102910 Exhibit "A" Interlocal Agreement (to be attached) Page 3 TM 46215.2.102910 INTERLOCAL AGREEMENT CITY OF CARROLLTON AND CITY OF COPPELL This INTERLOCAL AGREEMENT (the "Agreement is made and entered into by and between the CITY OF CARROLLTON, a municipal corporation, located in Dallas County, Texas (the "CITY and CITY OF COPPELL, a municipal corporation, located in Dallas County, Texas "COPPELL WITNESSETH: Whereas, the Inter -local Cooperation Act, Government Code Chapter 791, Vernon's Texas Civil Statutes, provides authorization for any local government to contract with one or more local governments to perform governmental functions and services; and WHEREAS, CITY and COPPELL desire to enter into an agreement regarding the sale and purchase of communication equipment, repair and related services (the "services and WHEREAS, CITY can provide and sell those Services to COPPELL; and WHEREAS, COPPELL has asked the CITY to sell Services to COPPELL to enable COPPELL to maintain its radio communication and related systems and keep them operational. NOW THEREFORE, THIS AGREEMENT is hereby made and entered into by CITY and COPPELL for the mutual considerations stated herein: 1. SALE AND PURCHASE 1.1 For the consideration hereinafter agreed to, and under the terms and conditions of this Agreement, the CITY covenants and agrees to provide to COPPELL the services, provided herein what as set forth in Exhibit A which are attached hereto and incorporated as set forth in full Inter -local Agreement INTERLOCAL AGREEMENT CITY OF CARROLLTON AND CITY OF COPPELL 2. CITY RESPONSIBILITIES 2.1 The CITY shall provide the services as provided in this Agreement as are set forth in Exhibit "A 3. COPPELL RESPONSIBLITIES 3.1 The CITY OF COPPELL shall pay for the services provided under the terms of this Agreement and perform in accordance with the duties imposed under Exhibit A and Appendix 1 as incorporated herein with respect to this Agreement. 4. RATES AND PAYMENT 4.1 As Consideration for the Services contracted for herein, COPPELL agrees to pay the CITY the rates for service set forth in Appendix "1 These rates will be reviewed on an annual basis on the Agreement's anniversary date, and may be adjusted as agreed by the parties with prior written consent of both CITY and COPPELL. 4.2 The CITY shall submit itemized monthly invoices (with attachments) in accordance with the contract requirements. Unless noted all invoices will be due net 30 days from the date of such invoice. 4.3 Each original invoice generated under this agreement with one (1) copy shall be sent to the COPPELL designee as provided in Section 7. 5. DISPOSITION OF FUNDS 5.1 The funds paid by COPPELL to the CITY will be deposited with the City Controller in a fund designated. Inter -local Agreement INTERLOCAL AGREEMENT CITY OF CARROLLTON AND CITY OF COPPELL 6.1 The term of this Agreement shall be for 5 one year terms, commencing October 1, 2010 and renewing on October 1, 2011, and for like term each successive year. This Agreement may be terminated by either party upon sixty (60) days prior written notice thereof to the other of its intention to terminate upon the date specified in such notice. 7. NOTICES 7.1 Any notice, payment, statements, or demand required or permitted to be given hereunder by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid. Mailed notices shall be addressed to the parties at the addresses appearing below, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. If intended for the CITY, to: Chief Information Officer City of Carrollton P.O. Box 110535 Carrollton, Texas 75011 Copy to: City Manager City of Carrollton P.O. Box 110535 Carrollton, Texas 75011 If intended for COPPELL, to: Communications Manager CITY OF COPPELL P.O. Box 9478 COPPELL, Texas 75019 Copy to: City Manager CITY OF COPPELL P.O. Box 9478 COPPELL, Texas 75019 Inter -local Agreement INTERLOCAL AGREEMENT CITY OF CARROLLTON AND CITY OF COPPELL 8. WARRANTIES EXCLUDED 8.1 It is understood and agreed that any and all warranties which exist on any radio system and associated equipment come from the manufacturer, as the City does not have any expressed or implied warranty for such system or equipment. The City is not the manufacturer. 9. INDEMNITY 9.1 COPPELL agrees to be responsible for its own acts of negligence and CITY agrees to be responsible for its own acts of negligence which may arise in connection with the purchase, use and operation of Services. In the event of joint and concurrent negligence, COPPELL and CITY agree that responsibility shall be apportioned comparatively. This obligation shall be construed for the benefit of the parties hereto, and not for the benefit of any third parties, nor to create liability for the benefit for any third parties, nor to deprive the parties hereto of any defenses each may have as against third parties under the laws and court decisions of the State of Texas. 10. MISCELLANEOUS PROVISIONS 10.1 This Agreement is entered into subject to the Charter and ordinances of the CITY and COPPELL, both as amended, and all applicable federal and State Laws. The provisions of this Agreement shall be construed in accordance with the laws and Inter -local Agreement INTERLOCAL AGREEMENT CITY OF CARROLLTON AND CITY OF COPPELL court decisions of the State of Texas; and exclusive venue shall lie in Dallas County, Texas. 10.2 This Agreement may be revised at anytime by written mutual consent of the parties. No oral modifications can be made to this Agreement. 10.3 The captions to the various clauses of this Agreement are for informational purposes only, and shall not alter the substance of the terms and conditions of this Agreement. 10.4 This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporaneous agreements between the parties relating to matters in this Agreement. 10.5 COPPELL and CITY acknowledge that neither party is an Agent, employee, or joint enterprise of the other. 10.6 This Agreement has been duly executed and delivered by both parties and constitutes a legal and binding obligation of the parties. Each person executing this Agreement on behalf of each party represents and warrants that they have full right and authority to enter into this Agreement. 10.07 THIS AGREEMENT SHALL BE EXPRESSLY SUBJECT TO CITY'S AND COPPELL GOVERNMENTAL IMMUNITY, TITLE 5 OF THE TEXAS CIVIL PRACTICES AND REMEDIES CODE. 10.08 In the event that one (1) or more provisions contained in this Agreement shall be held invalid, illegal or unenforceable in any respect, this Agreement shall be construed as if such invalid, illegal or unenforceable provision has never been Inter -local Agreement INTERLOCAL AGREEMENT CITY OF CARROLLTON AND CITY OF COPPELL contained herin, and shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect. 10.09 This agreement will be subject to the availability of governmental fiscal funding. If such funds become reduced or unavailable, any agreement shall be subject to immediate modifications, reduction or termination. 10.10 The CITY has executed this Agreement pursuant to Council Resolution No. passed on the day of 1)" 64:L 2010. 10.11 The CITY OF COPPELL has executed this Agreement pursuant to Council 1016410 Resolution No. A passed on the day o 2010. EXECUTED this the O f ay of 2010. ATTEST: COPPELL: BY: Bob Mahalik Mayor Pro Tern APPROVED AS TO FORM and LEGALITY: I 1 BY: Robert Hager City Attorney Leonard Martin City Manager APRROVED AS TO FORM and LEG Y ?j f BY: ��4b I Cl on Hutchins Ci Attorney Inter -local Agreement Exhibit -A Scope of Work Public Safety Radio System and Associated Equipment Services Provided The City of Carrollton, Texas agrees to provide maintenance, repair and installation services for the equipment listed in Appendix 1 to the City of Coppell, Texas. Services will be provided in accordance with the following standards: (i) parts that are new or are warranted as "like new" will be used; (ii) the equipment will be serviced at levels set forth in manufacturer's product manuals; and (iii) routine service procedures prescribed by the equipment manufacturers for their products will be followed. Repair of Equipment Repair shall be defined as the best -effort required restoring to normal operating condition any equipment covered under this agreement which is in disrepair (not functioning in a normal fashion) or has become defective.. "defective equipment Repair shall consist of the labor required to restore defective equipment to normal operation. Any cost for parts or depot repair cost will be paid by the City of Coppell. If equipment cannot, in the City of Carrollton's opinion, be properly or economically serviced for any reason including excessive wear, unavailability of parts, the state of technology, or the practical feasibility of providing repair services, the City of Carrollton may: (1) modify the scope of services related to such equipment; (2) remove such equipment from service agreement; or (3) increase the price to service such equipment. In no event shall the City of Carrollton be responsible for the cost to replace equipment that is obsolete or beyond economical repair. Field Replaceable Units (FRU's) FRU's are readily accessible, essential spare cards or equipment owned by the customer and used in an effort to restore the system to proper operation in the least amount of time. Equipment components which are determined to be in failure shall be replaced wherever possible with FRU's, in an attempt to restore the system to proper operation. The FRU which was determined to be in failure would then be repaired and returned to the FRU inventory. The exact quantity of spare equipment and FRU's inventory should be determined by facility location and equipment usage, type, quantities, and priorities. The City of Coppell is solely responsible for the costs to acquire all FRU's and spare equipment. Service for Fixed Equipment Coppell staff will contact the City of Carrollton Radio Operations to request service on fixed equipment. All fixed equipment will be serviced during normal working hours, except those items designated as 7x24 services on Appendix A. All items designated as 7x24 on Appendix A will be serviced on a 7 days per week, 24 hours per day basis for failures. Exhibit -A Scope of Work Page 1 of 4 Exhibit -A Scope of Work Public Safety Radio System and Associated Equipment Preventive Maintenance Routine preventive maintenance inspections on equipment covered under this agreement will be provided once annually for Public Safety and biennially for the remaining city equipment. Specific preventative maintenance schedules shall be negotiated with Coppell to ensure that they occur at mutually agreed times. Routine Preventive Maintenance inspection will include but is not limited to: Transmitter power output Reflected power Frequency Modulation level Coded Squelch frequency and modulation level Receiver sensitivity Coax Line Sweeps and visual inspection of cable and connectors Console audio levels and inspection Health assessment of PC's Complete system optimization Radio Programming All radio programming services are included as part of this support agreement. This includes mobile and portable radio equipment and dispatch console configuration changes. Additional Services It is recognized that there may be times when the City of Coppell may need or desire to have additional services provided. A standard time and material rate is outlined in Appendix A along with pricing for some specific requested services outlined below. Complete Police Patrol vehicle Builds CCTV Services Control Access Mobile Video ALPR Mobile Data Terminal Wireless Access points for Wi -Fi Response and Restoration Times Maintenance personnel shall respond to and restore reported failures of fixed equipment according to the chart below. Restoration of failed equipment may be met with the use of temporary or permanent repairs or temporary or permanent replacement equipment and is subject to the local availability of a FRU or spare unit or sub assembly. The city of Carrollton shall not be responsible should the restore times not be met due to lack of functioning FRU's or the inability to obtain repair parts from the manufacturer(s) within the restoral time window. Exhibit -A Scope of Work Page 2 of 4 Exhibit -A Scope of Work Public Safety Radio System and Associated Equipment For the purposes of this agreement Response Time or "respond" shall be defined as the time from which The City of Carrollton or its authorized representative receives the notification and the time in which a Service Technician arrives on site and begins diagnostic procedures, by any means available on the equipment identified to be in disrepair or defective. For the purposes of this agreement Restoration Times or "restore" shall be defined as the maximum maintenance downtime incurred as part of restoring the system to at least partially mission capable status. SEVERITY RESPONSE AND RESTORAL REQUIREMENTS Excluded Services Real cost of repair parts or depot repair cost. Radio tower climbs of any type excluding building roof tops. Term of Scope of Work This agreement shall begin on October 1, 2010 and will renew each year on October 1. Each subsequent renewal term will be subject to a cost escalation not to exceed 5 Either party, upon sixty (60) days prior written notice, may cancel this agreement. All payments will be made for work completed and materials provided up to the time of termination. Exhibit -A Scope of Work Page 3 of 4 RESPONSE RESTORE SEVERITY TIME TIME Severity One: Complete system inoperative, Console system 2 Hours 4 Hours inoperative Severity Two: 20% or more of the transmitter stations inoperable, 4 Hours 12 Hours single console inoperable Severity Three: Non Emergency 72 Hours 120 Hours requests or minors stem faults Excluded Services Real cost of repair parts or depot repair cost. Radio tower climbs of any type excluding building roof tops. Term of Scope of Work This agreement shall begin on October 1, 2010 and will renew each year on October 1. Each subsequent renewal term will be subject to a cost escalation not to exceed 5 Either party, upon sixty (60) days prior written notice, may cancel this agreement. All payments will be made for work completed and materials provided up to the time of termination. Exhibit -A Scope of Work Page 3 of 4 Appendix -1 Equipment List and Pricing Payments Upon execution of this document, the City of Coppell shall pay the City of Carrollton for services provided under this agreement as follows: For the maintenance period October 1, 2010 —September 30, 2011 $18,000 Additional charges, for services requested and authorized by Coppell, will be billed monthly. All payments are due within 30 days of the invoice date. All depot repair cost will be passed through at cost plus shipping with no markup. Any parts purchased at Wholesale prices will incur a 15% markup. Basic time and material rate for additional services: $85.00 per hour Junior Technician/Installer $110.00 per hour Senior Technician rate Patrol Car Vehicle Builds $995.00 (additional equipment may be added for additional labor charges as specified above. Basic patrol car builds will consist of the following: Equipment consoles Prisoner Seat Days /Hours Qty Description of Service Printer Motorola Gold Elite Dispatch consoles and all Mobile Video 3 associated hardware and radio control stations 7X24 Public Works mobile and portable units 8X5 Fire station alerting systems with associated equipment 7X24 Public Safety mobiles and portables 7X24 All fire apparatus headset systems and associated equipment 7X24 All radio equipment associated with the storm siren warning system 7X24 Reconditioning of portable radio batteries on an as needed basis 8X5 Payments Upon execution of this document, the City of Coppell shall pay the City of Carrollton for services provided under this agreement as follows: For the maintenance period October 1, 2010 —September 30, 2011 $18,000 Additional charges, for services requested and authorized by Coppell, will be billed monthly. All payments are due within 30 days of the invoice date. All depot repair cost will be passed through at cost plus shipping with no markup. Any parts purchased at Wholesale prices will incur a 15% markup. Basic time and material rate for additional services: $85.00 per hour Junior Technician/Installer $110.00 per hour Senior Technician rate Patrol Car Vehicle Builds $995.00 (additional equipment may be added for additional labor charges as specified above. Basic patrol car builds will consist of the following: Equipment consoles Prisoner Seat MDC Radio and antennas Gun locks Radar Printer ETS Mobile Video All emergency lighting, siren Prisoner partition and lighting control Page 4 of 4