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HomeMy WebLinkAboutC12-123 Gypsum Fire Protection District IGAINTERGOVERNMENTAL AGREEMENT FOR RADIO PROGRAMMING BETWEEN EAGLE COUNTY AND GYPSUM FIRE PROTECTION DISTRICT THIS AGREEMENT FOR RADIO PROGRAMMING is made this day of , 2012, by and between Eagle County, ("County"), and Gypsum Fire Protection District ("District"), a quasi -municipal corporation and political subdivision of the State of Colorado, with a principal place of business at 511 Second Street, Gypsum, CO 81637. WHEREAS, County desires to contract with District for the programming of 80OMHZ DTR radios on behalf of Eagle County users; and WHEREAS, District has the experience and expertise necessary to provide said services to County; and WHEREAS, County and District intend by this Agreement to set forth the scope of the responsibilities of District in connection with the services and related terms and conditions to govern the relationship between District and County in connection with this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and District agree as follows: ARTICLE 1— WORK 1.1 District agrees to provide all services, labor, personnel and materials to perform and complete the services set forth in Exhibit A (hereinafter "Services" or "Work") which is attached hereto and incorporated by this reference. District will use its expertise and skill to perform the Services. In the event of any conflict between the contents of this Agreement and Exhibit A. this Agreement shall control. ARTICLE 2 — COUNTY'S REPRESENTATIVE 2.1 District's Deputy Fire Chief, Justin Kirkland, will be District's representative with respect to this Agreement and the performance of the Services. 2.2 County designates the Eagle County Emergency Management Director, Barry Smith, to be the County's representative with respect to this Agreement. ARTICLE 3 — TERM OF AGREEMENT 3.1 This Agreement shall commence upon execution of this Agreement by both parties and, subject to the provisions of Article 11 hereof, shall continue in full force and effect for one (1) year. 3.2 The term of this Agreement may be extended for up to three (3) additional one-year terms and the scope of Services may be changed upon a written amendment to this Agreement signed by both parties. ARTICLE 4 — COMPENSATION 4.1 For the Services to be provided hereunder, County will pay District the amounts provided in Exhibit "A." The maximum amount of compensation under this Agreement shall not exceed twenty thousand dollars ($20,000 ) per year without a signed amendment to the Agreement. 4.2 Payment will be made for Services satisfactorily performed bi-annually in June and December within thirty (30) days following receipt of a proper and accurate invoice from District respecting the Services. The invoice shall include a description of Services performed and an estimate of the number of hours worked on each task, including the number of radios serviced. Upon request, District shall provide County with such other supporting information as County may request. 4.3 County will not withhold any taxes from monies paid to the District hereunder and District agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 4.4 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the District in excess of the amount for any Services done without the written approval in accordance with a budget adopted by the Board of County Commissioners in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County and District are governmental entities and that all obligations of each party beyond {00260796.DOCX / 2} 1 the current fiscal year are subject to funds being budgeted and appropriated by each party separately. ARTICLE 5— DISTRICT'S REPRESENTATIONS In order to induce County to enter into this Agreement, District makes the following representations: 5.1 District has familiarized itself with the nature and extent of the Services to be provided hereunder and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. 5.2 District will make, or cause to be made, examinations, investigations, and tests as it deems necessary for the performance of the Services. 5.4 To the extent possible, District has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. 5.5 To the extent possible, District has given the County written notice of all conflicts, errors, or discrepancies that it has discovered in the Agreement. 5.6 District will be responsible for provision of the Services and shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to radio programming. Further, in rendering the Services, District shall comply with the highest standards of customer service to the public. District shall provide appropriate supervision of its employees to ensure the Services are performed in accordance with this Agreement. ARTICLE 6 — ENTIRE AGREEMENT 6.1 This Agreement represents the entire Agreement between the parties hereto. There are no contract documents other than this Agreement, including Exhibits A and B attached hereto and incorporated herein. The Agreement may only be altered or amended in writing agreed to by both parties. ARTICLE 7 — MISCELLANEOUS 7.1 No assignment by a party hereto of any rights under, or interests in the Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 7.2 County and District each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in this Agreement. 7.3 Notwithstanding anything to the contrary contained in this Agreement, County and District shall have no obligations under this Agreement after, nor shall any Services by performed by District or payments made to District in respect of any period after December 31 of any year without appropriations therefore by the District and County in accordance with budgets adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29-1-101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20) and the District's Board of Directors. 7.4 Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. 7.5 District acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of District. District shall not enter into any sub -consultant or sub -contractor agreements for the performance of any of the Services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to perform the Work and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned. District shall require each sub -consultant or sub -contractor, as approved by County and to the extent of the Services to be performed by the sub -consultant or sub -contractor, to be bound to District by the terms of this Agreement, and to assume toward District all the obligations and responsibilities, which District, by this Agreement, assumes toward County. ARTICLE 8 - JURISDICTION AND VENUE: {00260796.DOCX / 212 8.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. 8.2 In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. ARTICLE 9 - INDEMNIFICATION: 9.1 The District shall indemnify and hold harmless County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by District or any of its subcontractors hereunder; and District shall reimburse County for any and all attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that the County is solely liable to such third party for such claims without regard to the involvement of the District. 9.2 To the extent allowable by law, the County shall indemnify and hold harmless the District and any of its officers, agents and employees against any losses, claims, damages or liabilities for which District or any of its officers, agents, or employees may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by County or any of its subcontractors hereunder; and to the extent allowable by law County shall reimburse District for any and all attorney fees and costs, legal and other expenses incurred by District in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the District to the extent that the District is solely liable to such third party for such claims without regard to the involvement of the County. 9.3 Notwithstanding anything in the Agreement to the contrary, neither party waives its privileges and immunities under the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S., including, but not limited to the monetary limitations of $150,000.00 per person, $600,000.00 per occurrence. ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS: 10.1 All documents (including electronic files) and materials, including templates, codeplugs and thumbdrives which are obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to District or upon earlier termination of this Agreement. ARTICLE 11 -TERMINATION: 11.1 Either party may terminate this Agreement, in whole or in part, for any reason, at any time, with or without cause, upon 30 days' written notice. Any such termination shall be effected by delivery to the non -terminating party of a written notice of termination specifying the date, at least 30 days after delivery, upon which termination becomes effective. In such event, District shall be compensated for all Services satisfactorily completed up to the date of termination for such Services. ARTICLE 12 — NOTICE 12.1 Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, fust class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the appropriate party at the following addresses: The County: Eagle County 800Mhz P.O. Box 850 Eagle, Colorado 81631 (970) 328-3545 (p) (970) 328-8694 (f) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970)328-8685 (p) {00260796.DOCX / 2)3 (970) 328-8699 (f) The District: Gypsum Fire Protection District Attn: Fire Chief P.O. Box 243 Gypsum, CO 81637 (970) 524-7101 (p) (970) 524-9880 (f) 12.2 Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. ARTICLE 13 — INDEPENDENT CONTRACTOR 13.1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing an employment relationship between County and District or County and District's employees. District and its employees shall be, and shall perform as, independent contractors. No officer, agent, subcontractor, employee, or servant of District shall be, or shall be deemed to be, the employee, agent or servant of County. District shall be solely and entirely responsible for the means and methods to carry out the Services under this Agreement and for District's acts and for the acts of its officers, agents, employees, and servants during the performance of this Agreement. Neither District nor its officers, agents, subcontractors, employees or servants may represent, act, purport to act or be deemed the agent, representative, employee or servant of County. ARTICLE 14 — INSURANCE REQUIREMENTS 14.1 At all times during the term of this Agreement, District shall maintain insurance on its own behalf in the following minimum amounts: 14. 1.1 Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado. 14.1.2 Comprehensive Automobile Insurance shall be carried in the amount of $1,000,000 for bodily injury and $1,000,000 for property damage, each occurrence. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. 14.1.3 Comprehensive liability and property damage insurance issued to and covering District and any subcontractor with respect to all Work performed under this Agreement and shall also name County as an additional insured, in the following minimum amounts: Bodily Injury Liability: Each Person: $1,000,000 Each Accident or Occurrence: $1,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 14.2 District shall purchase and maintain such insurance as required above and the certificate of insurance is attached hereto as Exhibit B. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. // REMAINDER OF PAGE INTENTIONALL Y LEFT BLANK // 100260796.DOCX / 214 COUNTY OF EAGLE, STATE OF COLORADO, by its Boarof County Commissioners By: ATTEST: Clerk to the Boar DISTRICT: GYPSUM FIRE PROTECTION DISTRICT By: Tammy Conway, rhairmin ATTEST: Peter Nolan, Secretary 100260796.DOCX / 215 EXHIBIT A Provide qualified personnel to perform programming services and database maintenance for subscriber radio equipment owned and operated by Eagle County and participating agencies using the 800MHz System. Programming Services will include,.but not be limited to, creation of programming templates and codeplugs. All templates and codeplugs created under this scope of work shall remain the property of the Eagle County 800MHz System. Direction for programming will come from the Radio System Manager (Barry, mith) and the approved policies within the existing Radio System MOU. Much of the work will be completed in house at Gypsum Fire Station 14 but certain projects will require that the work be done at other locations in Eagle County. It is estimated that this scope of work will require approximately 400 hours a year. The Gypsum Fire Protection District will document approximate hours spent in completion of this scope of work to include numbers of subscriber radios "touched". The Gypsum Fire Protection District Board and the Radio System Manager will review this scope of work at least once per year and adjust compensation appropriately pending authorization of the 800MI-Iz Executive Committee and the Eagle County Board of County Commissioners. Payment amount is determined by the following formula; 400 hours x $50/hour = $20,000 f 00260796.DOCX / 216 EXHIBIT B Ac'°'R®` CERTIFICATE OF LIABILITY INSURANCE °"IT2012 Y' 3/0912012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCERMCNeil & Company.. Inc. P.O. Box 5670 20 Church Street Cortland, NY 13045 WCT FAX SONE- 1-800-822-3747 c No: 607-756-5051 ADDRESS: InfoAmcneilandcomparly.com INSURER(S) AFFORDING COVERAGE NAC 0 NSURERA:Arch Insurance Company 11150 INSURED Gypsum Fire Protection District BOX 243 Gypsum, CO 81637 INSURER 8: INSURER C : NSURERD: INSURER E: INSURER F: THIS iS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. PIR TYPE OF INSURANCE ADDL BR POLICY NUMBERY LIMITS A I GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FTI OCCUR X Emergency Services Lia dity Coverage (Clawr X Fine and Resm Service Lklbd y i Mod I MEPK07881900 01/0112012 01/01/2013 EACH OCCURRENCE S '1 000,000 PREMISES Ea occurrence S1100,000 MED EXP ( Any one Denson) S5,000 PERSONAL & ADV INJURY S1,000,000 GENERAL AGGREGATE S 10,000,000 GEN'L AGGREGATE LIMIT APPLIES PER POLICY F-11-ELOC PRODUCTS - COMPIOP AGG S 10 000,000 S A AUTOMOBILE X LIABILITY ANY AUTO ALL O4YNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTSOperaccWenT O MEPK07881900 01101/2012 01101/2013 I L LIMIT 1,000,000 BODILY INJURY (Per person) S BODILY INJURY (Per acddent) S (-S $ A X UMBRELLALIABX EXCESS UAB OCCUR CLAIMS -MARE MEUM7103900 0110112012 01/01/2013 EACH OCCURRENCE S 1,000,000 AGGREGATE s 3,000,000 LIED RETENTION $ S WORKERS COMPENSATION AND EMPLOYERS LIABILITY Y i N AN'Y PROPRIETORIPARTNERIEXECUT0.'E OFFiCERIMEMBER EXCLUDED? IMWnNatorY in NN Mdyes r uraler TION OF OPERATIONS tlelnw N t A O 'NC STATU-LIMITS I I ER ----- EL. EACH ACCIDENT $ EL. DISEASE - EA EMPLOYEE $ E L. DISEASE -POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS I VEWLES 1AftM ACORD 101, Ad&dond Remarks SUredule, if more space is reWirreo ROOF OF INSURANCE ONLY CERTIFICATE HAI nFR CANCELLATION Ea Eagle County g tY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO BOX 850 ACCORDANCE WITH THE POLICY PROVISIONS. Eagle, CO 81631 AUTHORIZED REPRESENTATIVE CJ 1988-2010 ACORD CORPORATION. All rignts reserved. ACORD 25 (2010/06) The ACORD name and logo are registered marks of ACORD {00260796.DOCX / 217