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HomeMy WebLinkAboutR-2242-12-03RESOLUTION NO. 2242-12-03(R) ' A RESOLUTION OF THE CITY COUNCIL FOR THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, APPROVING THE TERMS AND CONDITIONS OF THE ATTACHED INTERLOCAL COOPERATION AGREEMENT BY AND AMONG THE CITIES OF ALLEN, FRISCO, AND PLANO, WITH THE EAST TEXAS MEDICAL CENTER FOR THE USE OF THE TRUNKED RADIO SYSTEM OWNED BY THE CITIES OF ALLEN, FRISCO, AND PLANO; AUTHORI7,ING EXECUTION OF THE INTERLOCAL AGREEMENT BY THE CITY MANAGER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the hiterlocal Cooperation Act, Chapter 791 of the Texas Government Code, authorizes governmental entities to contract with each other to perform government functions and services under the terms thereof; and, WHEREAS, the City Council has been presented with the attached hiterlocal Cooperation Agreement ("Agreement") by and among the Cities of Allen, Frisco, and Plano, with the East Texas Medical Center, for the use of the 800 MHz trunked radio system owned by the Cities of Allen, Frisco, and Plano; and, WHEREAS, the attached Agreement serves a valid public purpose of the Emergency Medical Services in that the use of the radio system allows emergency personnel to communicate thereby protecting the health, safety and welfare of residents; and ' WHEREAS, upon full review and consideration of the attached Agreement, and all matters attendant and related thereto, the City Council is of the opinion that the terms and conditions of the attached Agreement should be approved, and that the City Manager should be authorized to execute the attached Agreement on behalf of the City of Allen. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, TEXAS, THAT: SECTION 1: The terms and conditions of the attached Agreement having been reviewed by the City Council of the City of Allen, Texas, and are hereby in all things approved. SECTION 2: The City Manager is hereby authorized to execute the attached Agreement and all other documents in connection therewith on behalf of the City of Allen, Texas. SECTION 3: This Resolution shall become effective from and after its passage. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, ON THIS THE 97r' DAY OF DECEMBER, 2003. APPROVED: Z44L Z-051 Stephen Iferreff, MAYOR ' ATTEST: Shelley B. George, C, CITY SUCRETARY EXHIBIT "A" Resoludou No. 2242-12-03(R) AGREEMENT BETWEEN THE CITIES OF ALLEN, FRISCO, PLANO AND EAST TEXAS MEDICAL CENTER FOR USE OF THE ALLEN, FRISCO, AND PLANO 800 MHz TRUNKED COMMUNICATIONS SYSTEM The CITIES OF PLANO, TEXAS, ALLEN, TEXAS, AND FRISCO, TEXAS, all municipal corporations, (hereinafter referred to as "Cities'), and EAST TEXAS MEDICAL CENTER a hospital nonprofit corporation (hereinafter referred to as "ETMC"), agree as follows: WHEREAS, The Cities of Allen, Frisco, and Plano jointly own, operate, and maintain an 800 MHz trunked communications system (hereinafter referred to as "System") for the purpose of providing radio communications in support of its governmental operations; and WHEREAS, ETMC wishes to use the Cities' System to provide emergency medical services to the South East Collin County Coalition; and WHEREAS, the Cities hereby consent to such use of the System by ETMC, and recognizes that such use benefits the public health and welfare. NOW, THEREFORE, the Cities and ETMC, for and in consideration of the recitals set forth above and terms and conditions below, agree as follows: I. TERM The initial term of this Agreement shall begin on October 1, 2003 and shall end on September 30, 2004, unless terminated earlier as provided herein. Thereafter, this Agreement will automatically renew each year for four (4) successive one (1) year terms that commence on October 1 of each year and end on September 30 of the year following each respective renewal, unless terminated earlier by either a majority of the Cities or ETMC as set forth herein. II. OBLIGATIONS OF PARTIES 2.01 Plano shall provide ETMC with a block of 160 radio identification numbers (aliases). 2.02 ETMC shall use the System in accordance with this Agreement to provide interoperability of communications by and between ETMC and its users on the System only for the purpose of conducting governmental operations specifically identified herein. Agreement Between the Cities of Allan, Frisco, and Plano and East Texas Medical Center to use the Cities of Allen, Frisco, and Plano's 80 0 MHz Trunked Communications System Page 1 N:ETMCt11/2000 EXHIBIT "A" Resolution No. 2242-12-03(R) 2.03 When using the System, ETMC shall abide by all applicable federal, state, and local laws, rules, and regulations, including any rules and regulations of Allen, Frisco, and Plano Radio System. When ETMC is using the System for interoperability with talkgroups other than those provided for by this Agreement, ETMC shall also abide by the rules for such talkgroups. 2.04 ETMC must make written requests to the System Manager for the activation of radios on the System, which must include the model and serial number of the radio, the name of the user, and the required talkgroups. 2.05 ETMC shall be responsible for furnishing, programming and maintaining all its radios. 2.06 ETMC may program all of its base -station radios and up to one hundred (100) mobile/portable units with the applicable talkgroups. Programming additional units will require the permission of the Cities. 2.07 ETMC may operate no more than two (2) mobile/portable units on their talkgroup at any one time. 2.08 ETMC shall operate on Allen, Frisco, and Plano joint system ONLY for purposes related to their provision of emergency medical services to the member cities of the South East Collin County Coalition. Any other use by ETMC is prohibited. III. FEES 3.01 The fees assessed against ETMC and due annually for the services and use of the System are as follows: (1) Lease radio airtime (per month, per radio) (2 radios) $ 8.00 (2) Lease Talkgroup (per month, per talkgroup) (1 Talkgroup) $ 118.00 (3) Contract services (per month) $ 118.00 (4) Radio Alias Fee (per month, per radio) (100 radios) $ 3.75 Agreement Between the Cities of Allen, Frisco, and Plano and East Texas Medical Center to use the Cities of Allen, Frisco, and Plano's 80 0 MHz Trunked Communications System Page 2 N:ETMC(1 V2003) EXIF"IT "A" Resolution No. 2242-12-03(R) None of the charges listed above include the cost of maintenance of mobiles, portables, or control stations/points. The Cities may Increase these fees at the beginning of each renewal period by an amount not to exceed seven percent (7%) of the previous year's fees. The Cities will provide 120 days notice to ETMC before increasing the fees. Total Fees For Annual Service The Cities will calculate the annual fee due based upon two (2) current radio units in service and one (1) Talkgroup. This amount is subject to change when ETMC adds or deletes the number of radios and/or Talkgroups in service. For the initial term of the Agreement, ETMC shall pay Plano SEVEN THOUSAND FIVE HUNDRED TWENTY FOUR AND NO/100 DOLLARS ($7,524.00) IV. PAYMENTS DUE ETMC agrees to pay the Cities the annual fees specified under Article III. within thirty (30) days of the receipt of the invoice. Should ETMC add radios or Talkgroups to the service within a term, ETMC agrees to pay the additional fees(s) due within thirty (30) days of invoice. V. TERMINATION 5.01 Termination of this Agreement may occur by any of the following (a) Either party may terminate this Agreement at any time by giving ninety (90) days advance written notice. ETMC shall pay for all fees incurred through the effective date of termination. (b) If the Cities permanently discontinue operation of the System, this Agreement shall terminate on the date of discontinuance without further notice. (c) In the event of any default of any term, this Agreement may be terminated at either party's discretion if the default is not cured within ten (10) days of receipt of written notice identifying the reason for such default. Agreement Between the Cities of Allen, Frisco, and Plano and East Texas Medical Center to use the Cities of Allen, Frisco, and Piano's 80 0 MHz Trunked Communications System Page 3 N:ETMC(11/2003) EXHIBIT "A" Resolution No. 2242-12-03(R) VI. INDEMNIFICATION Contractor shall release, defend, indemnify and hold harmless the Cities and its officers, agents and employees from and against all damages, injuries (including death), claims, property damages (including loss of use), losses, demands, suits, judgments and costs, including attorney's fees and expenses, in any way arising out of, related to, or resulting from the performance of the work or caused by the negligent act or omission of Contractor, its officers, agents, employees, subcontractors, licensees, invitees or any other third parties for whom Contractor is legally responsible (hereinafter "Claims"). Contractor is expressly required to defend the Cities against all such Claims. In their sole discretion, the Cities shall have the right to select or to approve defense counsel to be retained by Contractor in fulfilling its obligation hereunder to defend and indemnify the Cities, unless such right is expressly waived by the Cities in writing. The Cities reserve the right to provide a portion or all of its own defense; however, the Cities are under no obligation to do so. Any such action by the Cities is not to be construed as a waiver of Contractor's obligation to defend the Cities or as a waiver of Contractors obligation to indemnify the Cities pursuant to this Contract. Contractor shall retain the Cities approved defense counsel within seven (7) business days of Cities' written notice that Cities are invoking the right to indemnification under this Contract. If Contractor fails to retain Counsel within such time period, the Cities shall have the right to retain defense counsel on their own behalf, and Contractor shall be liable for all costs incurred by Cities. VII. ASSIGNMENT AND SUBLETTING ETMC agrees to retain control and to give full attention to the fulfillment of this Agreement; ETMC cannot assign or sublet this Agreement without the prior written consent of a majority of the Cities. Further, ETMC cannot sublet any part or feature of the work to anyone objectionable to the Cities. ETMC also agrees that the subletting of any portion or feature of the work, or materials required in the performance of this Agreement, does not relieve ETMC from its full obligations to the Cities as provided by this Agreement. VIII. ENTIRE AGREEMENT This Agreement represents the entire and integrated agreement between the Cities and ETMC and supersedes all prior negotiations, representations Agreement Between the Cities of Allen, Frisco, and Plano and East Texas Medical Center to use the Cities of Allen, Frisco, and Plano's 80 0 MHz Trunked Communications System Page 4 N:ETMC(11/2001) EXBIBIT"A" Resolution No. 2242-12-03(R) and/or agreement, either written or oral. The parties may amend this Agreement only by written instrument signed by ETMC and the Cities, except that execution of an amendment for assignment or subletting only requires the signature of a majority of the Cities. IX. NOTICES Unless notified otherwise in writing, all notices required to be given to either party shall be in writing and delivered in person or sent by certified mail to the respective parties at the following addresses: ETMC Representative: Anthony J. Myers Vice President East Texas Medical Center 352 South Glenwood Avenue Tyler, Texas 75702 (903)535-5800 Allen Representative : Police Chief City of Allen 305 W. McDermott Allen, Texas 75013 (972)727-0201 Plano Representative: Director of Public Safety Communications City of Plano P.O. Box 860358 Plano, TX 75086-0358 (972)941-7931 Frisco Representative : Police Chief City of Frisco 8750 McKinney Road Frisco, Texas 75034 (972)335.5502 X. AUTHORITY TO SIGN/CITY COUNCIL AUTHORIZATION The undersigned officer and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto. Cities have executed this Agreement pursuant to duly authorized action of the City Council of Plano on 200_, the City of Allen on , 200_, and the City of Frisco on 200_. ETMC has executed this Agreement on , 200 . XI. SEVERABILITY Agreement Between the Cities of Allen, Frisco, and Plano and East Texas Medical Center to use the Cities of Mien, Frisco, and Plano's 80 0 MHz Trunked Communications System Page 5 N:ETMC(11/2003) EXEEET"A" Resolution No. 2242-12-03(R) The provisions of this Agreement are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of this Agreement is for any reason held to be contrary to the law or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of the Agreement. However, upon the occurrence of such event, either party may terminate this Agreement by giving the other party thirty (30) days written notice. XII. VENUE This Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereto, shall be governed by the laws of the State of Texas. The parties agree that this Agreement shall be enforceable in Collin County, Texas, and, if legal action is necessary, exclusive venue shall lie in Collin County, Texas. XIII. INTERPRETATION OF AGREEMENT Although this Agreement is drafted by the Cities, this is a negotiated document. Should any part of this Agreement be in dispute, the parties agree that the Agreement shall not be construed more favorably for either party. XIV. REMEDIES No right or remedy granted herein or reserved to the parties is exclusive of any right or remedy granted by law or equity; but each shall be cumulative of every right or remedy given hereunder. No covenant or condition of this Agreement may be waived without the express written consent of the parties. It is further agreed that one (1) or more instances of forbearance by either party in the exercise of its respective rights under this Agreement shall in no way constitute a waiver thereof. Agreement Between the Cities of Allen, Frisco, and Plano and East Texas Medical Center to use the Cities of Alen, Frisco, and Plano's 60 0 MHz Trunked Communications System Page 6 N:ETMC(1112001) EXIMIT "A" Resolution No. 2242-12-03(R) Xv. SUCCESSORS AND ASSIGNS The parties each bind themselves, their respective successors, executors, administrators and assigns to the other party to this contract. Neither party will assign, sublet, subcontract or transfer any interest in this Agreement without the prior written consent of the other party. No assignment, delegation of duties or subcontract under this Agreement will be effective without the written consent of both parties. EXECUTED this the day of , 200_. EAST TEXAS MEDICAL CENTER 09 Title: CITY OF PLANO, TEXAS FW APPROVED AS TO FORM: Diane C. Wetherbee, CITY ATTORNEY Thomas H. Muehlenbeck City Manager Agreement Between the Cities of Allen, Frisco, and Plano and East Texas Medical Center to use the Cities of Allen, Frisco, and Plano's 80 0 MHz Trunked Communications System Page T N:ETMC(11/2003( EXHIBIT "A" Resolution No. 2242-12-03(R) CITY OF ALLEN, TEXAS M" APPROVED AS TO FORM: PeG. Smitif, ter ATTORNEY Peter Vargas, City Manager CITY OF FRISCO, TEXAS 33 Richard Abernathy, CITY ATTORNEY George Purefoy, City Manager Agreement Between the Cities of Allen, Frisco, and Plano and East Texas Medical Center to nae the Cities of Allen, Frisco, and Plano's 80 0 MHz Trunked Communications System Page 8 N:ETMC(11/2003( EY11 RIT "A" Resolution No. 2242-12-03(R) STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 200_, by of EAST TEXAS MEDICAL CENTER, a hospital non- profit corporation, on behalf of such corporation. Notary Public, State of Texas STATE OF TEXAS COUNTY OF COLLIN THOMAS H. MUEHLENBECK, City Manager of the CITY OF PLANO, TEXAS, a home -rule municipal corporation, on behalf of such corporation, acknowledged this instrument before me on the day of 200 . Notary Public, State of Texas STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on the day of , 200_ by PETER VARGAS, City Manager, of the CITY OF ALLEN, TEXAS, and a , on behalf of such Notary Public, State of Texas Agreement Between the Cities of Allen, Frisco, and Plano and East Texas Medical Center to use the Cities of Alen, Frisco, and Piano's 80 0 MHz Trunked Communications System Page 9 N:ETMC(1112003) EXHIBIT "A" Resolution No. 2242-12-03(R) ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on the day of ,200 by GEORGE PUREFOY, City Manager of the CITY OF PRISCO, TEXAS, a , on behalf of such Notary Public, State of Texas Agreement Between the Cities of Allen, Frisco, and Plano and East Texas Medical Center to use the Cities of Allen, Frisco, and Piano's 80 0 MHz Trunked Communications System Page 10 N:ETMC(11/2003)