HomeMy WebLinkAboutR04-017 800 MHz Smartzone Communications System Support`1 /
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Commissioner (~ ~% f~ . - ,:' moved
adoption of the following,R ~ olution:
BOARD OF COUNTY COMMISSIONERS
COUNTY OF EAGLE, STATE OF COLORADO
RESOLUTION NO. 04 - ~/
RESOLUTION APPROVING AND RATIFYING THE AGREEMENT FOR SERVICE AND
SUPPORT OF THE EAGLE COUNTY 800 MHz SMARTZONE COMMUNICATIONS
SYSTEM BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND LEGACY
COMMUNICATIONS, INC.
WHEREAS, Eagle County, Colorado ("County") is a political subdivision of the State of
Colorado duly organized and existing pursuant to the laws and the Constitution of the State; and
WHEREAS, the County presently owns and operates a county wide 800 MHz radio
system; and
WHEREAS, the radio system was maintained through an agreement that expired on
December 31, 2003; and
WHEREAS, on December 16, 2003, the Board of County Commissioners ("Board"), by
Resolution No. 2003-164, authorized the Chairman to execute a new radio system maintenance
and monitoring agreement subject to subsequent Board review and ratification; and
WHEREAS, the Chairman did sign an Agreement for Service and Support of the Eagle
County 800 MHz Smartzone Communications System between the County of Eagle, State of
Colorado and Legacy Communications, Inc. dated January 1, 2004 ("Agreement"), said
Agreement attached hereto as Exhibit "A"; and
WHEREAS, the Board wishes to approve and ratify the terms and conditions of said
Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO:
THAT, the Board hereby approves and ratifies in all respects that Agreement for Service
and Support of the Eagle County 800 MHz Smartzone Communications System between the
County of Eagle, State of Colorado and Legacy Communications, Inc. dated January 1, 2004.
THAT, the Board hereby finds, determines and declares that this Resolution is necessary
for the public health, safety and welfare of the residents of the County of Eagle, State of
Colorado.
MOVED, READ AND ADOPTED by the Board of County C~'~missione of the
County of Eagle, State of Colorado, at its regular meeting held the /_~ day of = , ~ ~
2004.
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ATTEST: 3 ~ ~' ~~.
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Clerk to the Board of
County Commissioners
COUNTY OF EAGLE, STATE OF
y OLORADO, by and Through Its
ARD OF COUNTY COMMISSIONERS
By:
Commissioner
Commissioner ~ ~~ ~ ~ seconded adoption of the foregoing resolution. The roll
having been called, the vote was as follows:
Commissioner Stone ~_~_
Commissioner Gallagher f~ ry
Commissioner Menconi
This Resolution passed by ~!~;;'~,~,',~',%?E~~% ,r7 _,,~' vote of the Board of County
Commissioners of the County of Eagle, State of Colorado.
Tom .Stone
AGREEMENT FOR
SERVICE AND SUPPORT OF THE EAGLE COUNTY 800 MHz SMARTZONE
COMMUNICATIONS SYSTEM
BETWEEN
COUNTY OF EAGLE, STATE OF COLORADO
AND
LEGACY COMMUNICATIONS, INC.
THIS AGREEMENT is made effective ~a ~ ka~l ` , 2004, by and between the Board of
County Commissioners, County of Eagle, State of Colorado, (hereinafter referred to as
"County"), and Legacy Communications, Inc. (hereinafter referred to as "Legacy"), a Colorado
corporation.
Recitals
A. County owns and operates an 800 MHz SmartZone communications system (hereinafter
referred to as "Communications System") for use by various emergency service providers and
other agencies throughout Eagle County.
B. County desires to have professional repair and maintenance performed on the
Communications System with an emphasis on preventative maintenance.
C. Legacy has indicated that it has the resources and skills necessary to meet the maintenance
and repair demands of the County.
D. County and Legacy intend by this Agreement to set forth the scope of the responsibilities of
Legacy in connection with this repair and maintenance as well as other related terms and
conditions to govern the relationship between County and Legacy.
Agr=
Therefore, for good and valuable consideration, including the promises set forth herein, the
parties agree to the following:
1. Scope of the Work:
A. Legacy shall provide all labor and materials to perform the work as set forth in the Scope of
Services attached hereto as Exhibit "A" and as otherwise called for or set out in this Agreement.
The work is generally described as providing labor, material and services in a timely manner to
repair and maintain the Communications System.
B. To the extent that the Scope or Work set forth herein may differ from or be inconsistent with
the terms and conditions of this Agreement, the terms and conditions of this Agreement shall
prevail.
EXHIBIT
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2. Time of Performance:
Legacy shall begin the services to be performed under this Agreement upon an executed contract
by the County. The term of this Agreement shall be through December 31, 2004 unless
otherwise terminated sooner as provided herein. This Agreement shall automatically renew for
two additional one-year periods unless either party gives notice to the other party of its decision
not to renew within sixty (60) days prior to the expiration of the current term.
3. Compensation and Payment:
A. County agrees to pay Legacy for its services in performing the Scope of Work in accordance
with the price quotes set forth in the attached Exhibit "A." Specifically, payment will be made as
follows:
(i) County shall pay Legacy an amount of Nine Thousand Two Hundred-Fifty Dollars
($9250.00) per month for a Legacy technician who is acceptable to County to be assigned
solely to the repair and maintenance of the Communications System. Such cost shall
include 40 hours of the Legacy technician's time per week or 2080 hours annually of
dedicated time consistent with the normal 8 am to 5 pm, Monday through Friday work-
week. Also included in the cost of these monthly payments shall be a pool of 300 hours
annually to be used as needed at the direction of County. Any technical support
exceeding these dedicated hours shall be billed at a rate of $95.00/hour.
(ii) County shall pay Legacy an amount of Two Thousand Eight Hundred Thirty-Four
Dollars ($2834.00) a month for Motorola Phone and/or Board Support. Legacy will
utilize Motorola System Technologists when required for system performance issues.
These monthly payments shall include 45 annual hours of Phone and/or Board Support.
If less than 45 hours of support are utilized, the remaining hours shall be carried over to
the next contract term. If additional phone or Board support hours are required, the
County shall be billed at a rate of $375.00/hvur.
(iii) The funds appropriated for this project are equal to or in excess of the contract
amount. Notwithstanding anything to the contrary contained in this Agreement, no
charges shall be made to County nor shall any payment be made to Legacy in excess of
the above amounts for any work done without the written approval of the County in
accordance with a budget adopted by the Board of County Commissioners in accordance
with the provisions of the Colorado Revised Statutes.
(iv) Not more often than once a month, Legacy shall submit to County an invoice for
payment signed by Legacy identifying the work completed as of the date of the
invoice, and accompanied by such supporting documentation as County may
reasonably require. County agrees to pay Legacy within thirty (30) days of receipt of a
properly documented invoice.
(v) Legacy shall maintain comprehensive, complete and accurate records and accounts of
its performance relating to this Agreement for a period of three (3) years following
termination, which period shall be extended at County's reasonable request. County shall
have the right within such period to inspect such books, records and documents upon
demand, with reasonable notice and at a reasonable time.
(vi) Legacy shall insure that all of the work performed by it or its employees, agents
and contractors complies with all the laws, rules and regulations governing the
ownership, use, operation and maintenance of the Communication system, including
providing required documentation of compliance to the County.
4. Independent Contractor:
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. Legacy
shall be, and shall perform as, an independent contractor. No technician, agent, subcontractor,
employee, or servant of Legacy shall be, or shall be deemed to be, the employee, agent or servant
of County. Legacy shall be solely and entirely responsible for its acts and for the acts of
Legacy's technicians, agents, employees, and servants during the performance of this agreement.
Legacy shall not represent, act, purport to act or be deemed the agent, representative, employee
or servant of County.
5. No Assignment or Subcontracting:
The parties to this Agreement recognize that in entering into this Agreement, County is relying
upon the resources, skill and reputation of Legacy. Therefore Legacy may not assign its interest
in the Agreement, including the assignment of any rights or delegation of any obligations
provided therein or subcontract the performance of any part of the Work, without the prior
written consent of County, which consent County may withhold at its sole discretion. Except as
so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and
their respective successors and assigns, and shall not be deemed to be for the benefit of or
enforceable by any third party. 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.
6. Insurance•
A. At all times during the term of this Agreement, Legacy shall maintain the following
insurance:
(i) Claims under Workmen's Compensations, disability benefits, and other similar
employee benefit acts, with coverage and in amounts as required by the laws of the State
of Colorado.
(ii) General Liability Coverage in the minimum amount of $2,000,000. (Combined
personal injury/property damage limit) for coverage of claims for damage arising from
the performance of services under this Agreement, including but not limited to personal
injury or death, property damage, and other damages imposed by law upon Legacy with
respect to all work performed by them.
(iii) Comprehensive Automobile Insurance in the amounts as required by the laws of the
State of Colorado.
(iv) Any other coverage required by State and Federal law or generally maintained in the
industry of communications systems repair and maintenance.
B. Certificates of Insurance: Certificates of Insurance acceptable to the County shall be filed
with the County within ten (10) days from the execution of this Agreement. These Certificates
shall contain provisions naming the County as an additional insured under Legacy's insurance
and that coverage afforded under the policies will not be canceled during the term of this
Agreement until at least thirty days prior written notice has been given the County.
7. Indemnification:
Legacy shall indemnify County for, and hold and defend County and its officials, boards,
officers, principals and employees, harmless from, all costs, claims and expenses, including
reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in
connection with the performance of this Agreement to the extent such cost, claim and expense is
caused in whole or in part by the negligent or willful acts or omissions of Legacy.
8. Le~acy's Representations:
In order to induce the County to enter into this Agreement, Legacy makes the following
representations:
A. Legacy has familiarized itself with the nature and extent of this Agreement, Scope of Work,
locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and
regulations that in any manner may affect the cost, progress, or performance of the Scope of
Work.
B. Legacy shall be responsible for having taken steps reasonably necessary to ascertain the
nature and location of the Scope of Work, and the general and local conditions which can affect
the Scope of Work or the cost thereof. Any failure by Legacy to do so will not relieve it from
responsibility for successfully performing the Scope of Work without additional expense to the
County. Legacy acknowledges that County assumes no responsibility for any understanding or
representations concerning conditions made by any of its officers, employees or agents prior to
the execution of this Agreement, unless such understanding or representations are expressly
stated in this Agreement.
C. Legacy has made, or caused to be made, examinations, investigations, and tests and studies
as it deems necessary for the performance of the Scope of Work at the contract price, the contract
time, and in accordance with other terms and conditions of this Agreement and the Contract
Documents.
D. Legacy shall be responsible for the completeness and accuracy of the Scope of Work and
shall correct, at its sole expense, all errors and omissions therein. The fact that County has
accepted or approved the Scope of Work shall not relieve Legacy of any if its responsibilities
under this Agreement.
E. Legacy shall perform the Scope of Work in a skillful, professional and competent manner and
in accordance with the standards of care, skill, and diligence applicable to other contractors
performing this type of work. Legacy shall provide technicians with the necessary expertise and
equipment to service and support the County's Communications System.
9. Notices•
Any notice required under this Agreement shall be personally delivered or mailed in the United
States mail, first class postage prepaid, to the appropriate party at the following addresses:
Legacy: Patrick Hobby
Vice President and General Manager
Legacy Communications, Inc.
4955 Peoria Street, Suite A
Denver, Colorado 80239
Tel: (877) 633-5800
Fax: (303) 387-0845
County: County Attorney's Office
P.O. Box 850
500 Broadway
Eagle, CO 81631
Tel: (970) 328-8685
Fax: (970) 328-8699
with a copy to:
Paul Smith
Vail Dispatch Center
75 South Frontage Road
Vail, Colorado 81657
Tel: (970) 479-2200
Fax: (970) 479-3434
Written notices shall be delivered personally, by commercial messenger service or by prepaid
U.S. mail. Notices also maybe given by facsimile transmission provided an original is also
promptly delivered.
10. Termination:
A. Notwithstanding Paragraph B. hereunder, the performance of the Scope of Work maybe
terminated at any time in whole or in part, by County for its convenience. Any such termination
shall be effected by delivery to Legacy of a written notice of termination specifying the date
upon which termination becomes effective. In such event, Legacy shall be compensated for all
work completed up to the date of termination.
B. ff either party defaults or neglects to carry out the Scope of Work in accordance with this
Agreement and fails v~ithin a ten (10) day period after receipt of written notice from the other
party to correct such default or neglect with diligence and promptness, the other party may,
without prejudice to other remedies, terminate this agreement. If Legacy fails to correct such
deficiencies after timely notification by County, County may in addition to or as an alternative to
termination correct such deficiencies and deduct the cost of correction from payments due
Legacy. County may recover the reasonable costs of correcting deficiencies to a capability not
exceeding that specified in the Agreement.
11. Miscellaneous:
A. Legacy shall not discriminate against any employee or applicant for employment to be
employed in the performance of this Agreement on the basis of race, color, religion, national
origin, sex, ancestry, physical handicap, age, political affiliation or family responsibility.
B. The making, execution and delivery of this Agreement by the parties hereto has not been
induced by any prior or contemporaneous representation, statement, warranty or agreement as to
any matter other than those herein expressed. This Agreement and the Contract Documents
embody the entire understanding and agreement of the parties, and there are no further or other
agreements or understandings, written or oral, in effect between them relating to the subject
matter hereof. This Agreement may not be amended, including by any modification of, deletion
from or addition to the Scope of the Work, except by a written document of equal formality
executed by both parties hereto.
C. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of Colorado, without reference to choice of law rules. The parties agree that venue in
any action to enforce or interpret this Agreement shall be in the District Court in the 5th District
for the State of Colorado.
D. This Agreement does not and shall not be deemed to confer upon or grant to any third party
any right enforceable at law or equity arising out of any term, covenant, or condition herein or
the breach thereof.
E. The invalidity or unenforceability of any particular 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.
F. In the event of litigation between the parties hereto regarding the interpretation of this
Agreement or the Contract Documents, of 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 event, the prevailing
party shall recover all reasonable costs incurred with regard to such litigation, including
reasonable attorney's fees.
G. Neither party will disclose any material or information identified by the other party as
proprietary and confidential to third~parties without prior written permission, unless the other
party makes such material or information public or disclosure is required by law. If either party
is required by law to disclose such material or information, such party will notify the other prior
to such disclosure.
H. Time is of the essence. The parties agree to notify the other if they become aware that any
condition will significantly delay performance.
I. Neither party will be responsible for delays or lack of performance resulting from events
beyond the reasonable control of that party. Such events include, but are not limited to, acts of
God, weather conditions, fire, third party strikes, third party lock-outs, and other labor
disruptions, material shortages, riots, and acts of war.
J. County will make available to Legacy the sites when scheduled and County will not
otherwise unreasonably delay or prevent Legacy's performance of its responsibilities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year
first above written.
v ~ CS.'
~~~~1~
A~T~TEST: ~n~~ ,
Clerk to the Board of
County Commissioners
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY COMMISSIONERS
By:
L.
STATE OF COLORADO )
ss:
County of )
LEGACY CO ICATIONS, Il`TC.
By:
On this ~ day of ~/j'j . , 2004, came before me, a notary blic,
known to me to be the L~«. ~ f
of Legacy Communicati s, Inc. who acknowledged to me that he executed the foregoing
document, that he executed it in that capacity, and that the same was the act of the corporation.
My commission expires: ~ /l p7DD5
Notary Public
~ ~c ~'~~~st ~~i~~s 4f11/2t7t~,s
Scope of Services
Employee Management and Resuonsibilities:
Legacy will dedicate one regular full-time employee who is acceptable to the County to address
the repair and maintenance needs of the County's 800 MHz SmartZone Communications System.
This dedicated employee will respond to the system priorities as established by the County. .
However, such employee will be considered an employee of Legacy at all times. Legacy will ~;
provide company benefits, vacation time, sick days, as well as test and repair tools and
equipment all all parts necessary to the County's communications system.
Legacy will make available to County technical personnel that will report directly to the
predetermined County representative on a predetermined time frame, consistent with the normal
8AM-SPM, Monday thru Friday work-week or at other times at the discretion of the County.
During the assignment period of Legacy personnel to County, it is understood that Legacy is the
sole employer of said personnel complete with all standard company benefits and agreements per
the Legacy Employees Manual. Employee productivity standards must be maintained and
documented through the standard Legacy time card and work ticket tracking methods currently
in place. All health and safety regulations required by State and Federal law, as well as Legacy's
Company Policies Manuals shall be strictly adhered to. Legacy reserves the right to "rotate"
assigned personnel who are acceptable to Eagle County at the best interest of both parties.
County and Legacy will establish a reporting structure that will allow for timely updates on
repair or project progress, and feedback as to the overall effectiveness of our processes.
Should any of the identified personnel leave Legacy during the contract period, County and
Legacy would work together to determine replacement personnel acceptable to both entities.
Response Time Criteria:
Physical Site Work response time: will be 2 hours or as otherwise agreed to by the parties.
Microwave response time: will be 2 hours or as otherwise agreed to by the parties.
Minor Dispatch Console issues ie...broken headset will be 4 hours or as otherwise agreed to by
the parties.
Major Dispatch Console outages: will be 2 hours or as otherwise agreed to by the parties.
Since the technician will primarily be working with County, these response times maybe
modified by County.
Subscriber Unit Repair and response is an option to this Contract. Actual repair times for
Mobiles and Portables will be a 5-day turn around.
Preventative Maintenance Checks:
Preventative maintenance checks will be performed 2 times per year for site equipment.
Preventative maintenance will be performed 1 time a year for all subscriber units. The
approximate dates will be discussed and agreed to by both Legacy, the County in writing.
Documentation of the PM checks will be provided to the designated representative of County
indicating measured parameters before and after completion of the PM check. This
documentation shall be used to track equipment performance trends and thus, assist in data
collection for budgeted replacements or upgrades.
Parts Inventory:
Legacy will keep an inventory of the most commonly replaced parts. These will include, but not
limited to 6 Mobile Microphones, 15 Portable antennas and 5 mobile antennas. These items will
remain as property of Legacy until these items are used as replacements during the course of
related repairs.
Communication•
Legacy's technician will be responsible for reporting directly to the County representative. He
will submit weekly progress reports that track his actions for the week.
Legacy will keep records updated and would like to review progress and usage on at least a
quarterly basis. This will ensure that both parties know if additional hours maybe required or if
County will have hours to roll-over to the next contract year or be refunded, at the choice of the
County.
Cost Breakdown
EAGLE COUNTY: CUSTOMIZED C~~~RE PRICE BREAI~OWN
Q•.1` . ... esc~a h0 ~ }•s ,;*,:,;.,~a ~`~ d'i,~,. ~`"~~:~,`~~z`s.~
~,2$0.001VI0.
Because system problems may require more than one person to
correct the problem we will utilize most appropriate personnel to
repair problems as quickly as possible. This arrangement will
allow Eagle County to utilize the best Legacy personnel for the
specific job at hand, yet give you Dedicated Legacy Personnel on
a consistent basis.
Normal duties may include, but are not limited to: Printing daily
system reports, running system analysis, Console monitoring,
develop new radio template, attend radio board meetings,
reprogramming of radios. 2 annual Preventative Maintenance
checks, Microwave analysis, Smartzone Controller maintenance
and other duties assigned by Eagle County
2
Legacy will utilize Motorola System Technologist's when
required for system performance issues. Pre-budgeted 45 annual
hours of Phone support or Board support (Based upon last years
usage). If all hours are not utilized during the calendar year,
hours or money will be rolled to the next calendar year or
refunded at the discretion of the County. If all hours are used
and additional hours are required, they will be billed at $ 375.00
per hour. (Parts are not included in Board Repair- can't identify
until failure)
2,834.00 Mo
I I 1 IMUIVTHLY TOTAL _ ~ $ 12,084.00
