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HomeMy WebLinkAboutResolution-1992-1301 RESOLUTION NO. 1301 SERIES OF 1992 TITLE: A RESOLUTION OF THE CITY OF WHEAT RIDGE, COLORADO APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF WHEAT RIDGE, THE CITY OF ARVAD A , THE CITY OF LAKEWOOD, AND THE COUNTY OF JEFFERSON, AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE SAID INTERGOVERNMENTAL AGREEMENT. City of entered WHEREAS, Section 14.2 of the Home Rule Charter of the Wheat Ridge requires that all interovernmental agreements into by the City be approved by resolution; WHEREAS, agreed to enter with the Cities Jefferson; the City Council of the City of Wheat into the attached Intergovernmental of Arvada and Lakewood, and the Ridge has Agreement County of WHEREAS, the City Council wishes to evidence its said appraisal of Intergovernmental Agreement by adopting the within resolution and authorizing the Mayor and City Clerk to execute said Intergovernmental Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Wheat Ridge, Colorado, as follows: 1. That certain Intergovernmental Agreement between the City of Wheat Ridge, Colorado, and the Cities of Arvada and Lakewood, and the County of Jefferson, which is attached hereto, is hereby approved. 2. The Mayor and City Clerk are authorized to execute said Intergovernmental Agreement. DONE AND RESOLVED this 13th day of July, 1992. ATTEST: k \ - 01/' '" r-- ,;. ~V ';;'0 i INTERGOVERNMENTAL AGREEMENT This Intergovernmental Agreement ("Agreement") by and between the City of Arvada, a Colorado home rule city ("Arvada"), the City of Lakewood, a Colorado home rule city ("Lakewood"), the City of Wheat Ridge, a Colorado home rule city ("Wheat Ridge"). (the three cities shall collectively be referred to as the "Municipalities"). and the County of Jefferson, a body politic ("Jettco"). all collectively referred to as the "Parties", is made this ,-.' 1 {1- day of July, 1992 Witnesseth: WHEREAS, the Parties wish to provide for the installation and use of a microwave system to operate audio visual equipment for municipal court arraignments and hearings between prisoners being held at the Jefferson County Jail and municipal courts located in Arvada, Lakewood, and Wheat Ridge (hereinafter referred to as the "Project"); and WHEREAS, significant savings and enhanced service are possible by cooperating in the planning, acquisition, installation and operation of the Project; and WHEREAS, C.R.S. ~ 29-1-203, as amended, enables the Parties to enter into intergovernmental agreements for any lawful purpose, and cooperating in the installation and use of a microwave system is such a purpose; and WHEREAS, the Parties desire to enter into this Agreement in order that during the course of installing and operating the microwave system of the respective Parties, such benefits as may be realized by cooperative efforts between the Parties are realized, Now, therefore, in consideration of the above and the mutual covenants made herein, the Parties agree as follows: 1 Microwave Svstem for Ooeration of Audio Visual Equioment. This Agreement is adopted by the Parties as a contract for cooperating in the design, acquisition, installation, and the operation of a microwave system to operate audio visual equipment. The microwave system includes microwave transmitters and receivers, associated multiplex equipment and cabling (hereinafter "MS") This Agreement also is adopted by the Parties as a contract for the financial responsibilities of the Parties for the MS. 6 072110624 1 of 14 2. Scooe of the AQreement. (a) The Parties shall cooperate insofar as practicable and as more fully set forth below in the design, acquisition, installation, and operation of the . MS of the Parties. The Parties hereby agree to cooperate upon those matters involving the MS which are of mutual benefit and interest, and which are more fully described below. (b) Those aspects of the Project upon which the Parties do hereby agree to cooperate are generally enumerated as follows: (1) The acquisition. design, location, cost, installation, and maintenance of microwave dishes, antennas, and other related equipment to be installed at the Jefferson County jail (the" Jeffco Site"). (2) The acquisition, design, location, cost, installation and maintenance of microwave dishes, antennas, and other related equipment to be installed on a tower IOGated at and owned by Wheat Ridge (the "Wheat Ridge Site"). (3) The schedules for use of the MS by the Parties at mutually agreeable times. 3. Acquisition of MS. (a) (b) (c) 6.0721/0624 Arvada and Lakewood shall acquire the MS as specified in the attached Exhibit A, incorporated herein by reference (Bid Request). Arvada and Lakewood shall acquire the MS referenced in Exhibit A from STI Mobile Communications, [lurSlJant to the terms as stated in the attached Exhibit B, incorporated herein by reference (Bid). The MS installed at the Wheat Ridge Site and the Jeffco Site shall be jointly owned by Arvada and Lakewood, Arvada shall own the MS installed at the Arvada City Hall for this Project, and Lakewood shall own the MS installed at the Lakewood City Hall for this Project, (d) Arvada and Lakewood jointly shall pay all installation costs of the MS. Such costs shall be split equally between Arvada and Lakewood. Arvada and Lakewood are each individually responsible for the cost of the MS to be installed at their own facilities, 2 of 14 (e) The purchasing managers of Arvada and Lakewood, with the consent of the respective city manager, shall be authorized to effect all matters relating to procurement. . (f) , Each Municipality shall be responsible for the acquIsition, design, location, cost, installation and maintenance of the complementary audio visual equipment necessary to be located at or near each such municipal courtroom which is necessary for the operation of the MS. All such audio visual equipment installed shall be owned by the Municipality so installing it at its location. Jeffco already has complementary audio visual equipment for this Project. Jeffco agrees to maintain its audio visual equipment in operable condition during the term of this Agreement. (g) In consideration of Arvada and Lakewood paying all installation costs and equipment costs for the MS to be installed at the Jeffco Site. as referenced in paragraph 2 (b)( 1) above, Jeffco agrees to provide the Jeffco Site for the installation and operation of the MS, as well as the use of the audio visual equipment installed at the Jefferson County jail, at no charge to Arvada, Lakewood, or Wheat Ridge. Jeffco shall supervise the installation of the MS at its Site. (h) In consideration of Arvada and Lakewood paying all installation costs and equipment costs for the MS to be installed at the Wheat Ridge Site, as referenced in paragraph 2 (b)(2) above, Wheat Ridge agrees to provide a tower for the installation and operation of the MS at no charge to Arvada or Lakewood. Wheat Ridge shall supervise the installation of the MS at its Site. (i) Any and all damages assessed due to delay against a contractor related to the MS shall be divided equally between Arvada and Lakewood. 4, Audio Visual Equipment Specifications. (a) Each of the Municipalities shall be responsible for the design, without limitation, except as provided herein, of the audio visual equipment to be installed at its own location. (b) The Parties shall cooperate in the design specifications of their respective audio visual equipment so as to maximize integration and design features not otherwise unique to the needs of the respective Parties. If Arvada and Lakewood require Jeffco to change its existing audio visual equipment to complement the MS and Project, Arvada and Lakewood agree to pay for any such changes. This section does not apply to 6.072110624 3 of 14 maintenance of Jeffco's current equipment, as referenced in paragraph 31f) above. 5. Wheat HidQe Tower. . (a) The Parties understand and agree that an existing tower located at 7500 West 29th Avenue, Wheat Ridge, Colorado, and all guy wires, support structures, fences, pads. grounds, lighting, backup, heating, ventilation, fire protection, wiring, or other improvements required for operation of the tower (hereinafter referred to as the "Wheat Ridge Tower") shall be owned by Wheat Ridge. (b) Arvada and Lakewood shall obtain all applicable permits, licenses, rules. regulations, orders, and ordinances required by any duly authorized federal, state, or local agency and shall keep said permits up-to-date for the construction and operation of the Wheat Ridge Tower. (c) Upon completion and licensing of the Wheat Ridge Tower, Wheat Ridge may utilize the Wheat Ridge Tower for such purposes as are consistent with this Agreement, whether or not the Parties are currently utilizing the Wheat Ridge Tower. Wheat Ridge shall be responsible, at Wheat Ridge's expense, for the full cost of upkeep and maintenance of the Wheat Ridge Tower. (dl In the event of a contractual dispute with the contractor involving the actual installation of the MS at the Wheat Ridge Tower, Arvada and Lakewood shall share the expense of obtaining outside legal counsel equally if such counsel is agreed upon by Arvada and Lakewood in prosecuting or defending any action. 6. Jeffco Tower. (a) The Parties understand and agree that a mounting structure, to be located at the Jefferson County jail, (hereinafter referred to as the "Jeffeo Tower") shall be owned by Jetteo. (b) Arvada and Lakewood shall obtain all applicable permits licenses, rules. regulations, orders, and ordinances required by any duly authorized federal, state, or local agency and shall keep said permits up-to-date for the construction and operation of the Jettco Tower. (c) Upon completion and licensing of the Jeffco Tower. Jeffco may utilize Jeffco Tower for such purposes as are consistent with this Agreement, whether or not the Parties are currently utilizing the Jettco Tower. 6.0721/0624 4 of 14 (d) Jettco shall be responsible, at Jettco's expense, tor the tull cost ot upkeep and maintenance ot the Jettco Tower. In the event ot a contractual dispute with the contractor involving the . actual installation of the MS at the Jeffco Tower, Arvada and Lakewood shall share the expense of obtaining outside legal counsel equally if such counsel is agreed upon by Arvada and Lakewood in prosecuting or defending any action. 7. Use of MS. (al 6.0721'0624 The MS at the Wheat Ridge and Jeffco Towers shall be exclusively used by Arvada, Lakewood, Wheat Ridge and Jeffco unless all Parties agree in writing to grant rights to third parties. The Parties covenant and agree to take no actions, nor to permit any actions to be taken, which have as its purpose or effect the exclusion or hindrance of any other Party in the use or physical access to the MS. (b) The Parties agree to use the MS only for such purposes as are consistent or necessary for the operation of the MS. Any duly authorized repre- sentative ot any Party designated by the respective Party shall be authorized to have access to the MS at reasonable times with advanced notice. All persons seeking access to the MS, shall have adequate proof of identity and authorization for entry and will provide such proof as may be reasonably required by any MS security personnel or procedure. (cl The Parties, upon written mutual agreement, may permit other govern- mental entities to use or lease the MS or a portion thereof. In such an event, the Parties must all agree in writing to permit the proposed use by the other governmental entity. Any such governmental entity shall execute with the Parties an agreement specifying the terms and conditions of the use of the MS, and a fee to be paid to Arvada and Lakewood to offset the investment in installation and equipment of the MS. Any increase of cost due to additional user(s) shall be born by the additional user(s). Net revenues generated by any lease of the MS shall be shared equally by the Municipalities. (d) No Party may convey any ownership or assign any leasehold interest to the MS to any third party during the term of this Agreement, except with the express written permission of the other Parties. (e) Arvada or Lakewood may, from time to time, suspend its use of the MS. The suspending Party will advise the other Parties in writing of any such suspension of use. 5 of 1 4 8. Shared Uses. (a) Both Arvada and Lakewood shall have equal access to the Towers as provided in Section 7 above. (b) The Parties understand and agree that the use of certain equipment will be shared among the Parties (hereinafter "Shared MS Equipment"). This MS equipment shall include at a minimum, but is not limited to the following: Microwave transmitters and receivers including antennas, associated control equipment, and system switches located at the Wheat Ridge and the Jeffco Sites. Arvada and Lakewood shall own the Shared MS Equipment as joint tenants. Neither Arvada nor Lakewood may sell or lease said Party's interest in the Shared MS Equipment without the express written consent of the other. (c) Cost of operation, maintenance, and upkeep of the Shared MS Equipment shall be divided equally among Arvada and Lakewood. If Wheat Ridge decides in the future to use the MS for video arraignments in Wheat Ridge's municipal court, Wheat Ridge agrees to share this cost for operation, maintenance and upkeep of the Shared MS Equipment with Arvada and Lakewood. Such costs will be divided equally among the Municipalities as of the date Wheat Ridge is first equipped to operate video arraignments. Jeffco shall not be responsible for the cost of operation, maintenance or upkeep of the MS. 9. Future Modifications, (a) No Party to this Agreement shall change. modify or permit modification to the MS in a manner which will interfere or prevent its use by any Party , (b) Such modifications as may be mutually agreed upon in writing may be made to the MS. The expense of such modifications shall be paid based upon the benefit received by the respective Party. ( 1 ) If the modification is to the benefit of all Parties equally, then the cost shall be shared equally. (2) If there is no or de minimis benefit to the other Parties, the benefitted Party will pay the entire costs of the modification. 6.0721/0624 6 of 14 (c) Subject to the provisions of this section, the Parties are authorized to and agree to modify and update the MS to comply with licensing and permit requirements as may be necessary, and to maximize the effectiveness and longevity of the MS. . 10, Insurance. (a) All Parties shall maintain such property and personal liability insurance or self insurance and under such terms as each Party may separately require. The Municipalities shall name the other Municipalities in this Agreement as additional insureds on their respective policies for purposes of this Agreement. None of the Municipalities shall list Jeffco as an additional insured on their respective policies for any purpose or condition arising out of this Agreement. (b) Each Party shall maintain statutory workers' compensation insurance or self insurance on its own employees. 11 . Securitv. (a) Wheat Ridge shall provide such security at the Wheat Ridge Tower as may be required. The Wheat Ridge Police Department shall be authorized to enter the Wheat Ridge Tower for security purposes at all times. There shall be no cost to the other parties for such service. (b) Any security provided by Jeffco for the Jeffco Tower shall be at no cost to the Municipalities, The Municipalities have no obligation to provide security for the Jeffco Tower. (cl Wheat Ridge and/or Jeffco, as the case may be, shall notify the other Parties as to security breaches or investigations regarding the MS and Towers. The other Parties shall cooperate and assist in such investigations. 12. Maintenance of the MS, (a) The Parties may provide maintenance at their own sites in any manner deemed appropriate, The Parties may perform maintenance themselves or jointly contract for all or part of the MS' maintenance requirements. (bl Any routine maintenance provided by Wheat Ridge such as repairs of guy wires, replacement of lights, touch-up painting. and grounds maintenance as needed at the Wheat Ridge Tower shall be done at no cost to Arvada, Lakewood, or Jeffco. 6.0721/0624 7 of 14 Ie) Any routine maintenance provided by Jettco such as repairs of guy wires, replacement of lights, touch-up painting, and grounds maintenance as needed at the Jefteo Tower shall be done at no cost to t\rvada, Lakewood, or Wheat Ridge. 13. Term of the Aareement. (a) (b) (c) (d) 6.0721/0624 Except as provided hereinbelow, this Agreement shall remain in full force and effect for so long as the MS and Towers are utilized by any Party for the purposes set forth in this Agreement. By mutual written agreement, this Agreement may be modified in such manner as is acceptable to the Parties. No Party may terminate this Agreement before August 1, 1995 without the written agreement to terminate by all Parties. Arvada and/or Lakewood, however, may suspend use of the MS at any time, as discussed in paragraph 7(e) above. After August 1, 1995, any Party may terminate this Agreement after giving the other Parties six months notice of intent to terminate. Any proceeds from sales in the event of termination of the Agreement of MS shall be equally shared by Arvada and Lakewood. Proceeds from the sales of surplus MS equipment, whether or not the Agreement is terminated, will be shared equally by Arvada and Lakewood. (e) Suspension of use of the MS by Arvada, Lakewood, or Wheat Ridge shall not result in termination of this Agreement. (f) Abandonment of the Towers or suspension of use of the MS by all Parties for 18 consecutive months shall be construed as a collective termination of this Agreement, unless otherwise agreed by the Parties. (g) If terminated by mutual consent, Arvada and Lakewood may be entitled to either salvage such MS equipment as may retain useful life, or collect from the other 50% of the salvage value if the other seeks ownership of such MS equipment; or receive 50% of the revenues generated at disposal of the surplus MS equipment. If the Parties cannot agree as to the manner of disposal or value, then the MS equipment shall be disposed of at public auction and the proceeds from that auction divided equally by Arvada and Lakewood. 8 of 14 (hI Upon termination of the Agreement, Wheat Ridge and Jeffco may dispose of any interests in their land on which the Towers are located in such a manner as deemed appropriate by Wheat Ridge and Jeffco. The ~Joceeds of any sale of interests in land shall be retained by Wheat Ridge and/or Jeffco as appropriate. (i) Nothing in this Agreement shall prevent either Arvada or Lakewood from conveying by sale its interest in the MS to the other Party upon such terms and conditions as may be mutually agreed upon by Arvada and Lakewood during the term of this Agreement. 14. Subiect to Aoorooriations. In the event that funds, for any reason, for acquisition and construction are not appropriated by the respective City Councils or Board of County Commissioners for the Project, then this Agreement shall be treated as null and void and of no further effect. To the extent possible, the Shared MS Equipment shall be divided equally between Arvada and Lakewood, provided that Arvada and Lakewood shall have paid for any MS equipment to which they seek title. Any MS equipment which cannot be allocated shall be disposed by Arvada and Lakewood at public auction or by such other means as may be mutually agreed upon by Arvada and Lakewood, and the proceeds shared equally. 15. Disoute Resolution. (a) The Parties understand that joint ownership and collective operation of the MS may from time to time require interpretation and resolution of differences or disputes. Each Party hereto agrees to meet and confer with the other Parties prior to the initiation of legal action in the event of such differences, disputes, disagreements, or controversies. (b) Meeting and consulting shall consist of the following steps: (1 ) Any differences or disputes shall be identified in writing by a designated administrative staff member and the other Parties shall be so advised of such dispute or difference in writing. The Parties shall then attempt at the administrative level an informal resolution of any dispute or difference. (2) If resolution as provided in subparagraph (bll 1) of this section fails, the city manager/administrator (hereinafter "manager") of each city and a designee on behalf of Jeffco will be apprised in writing of the dispute and current status thereof from its respective administrative staff. The managers or their designees 6.0721/0624 9 of 14 . (3) shall meet within 10 business days of such notice and attempt to negotiate a resolution. Any resolution shall be memorialized in writing by the Parties. The Parties may, but are not required, to authorize a third party non-interested, non-binding facilitator to assist any such meetings for the purposes of resolution. Failure to meet within the 10 working days time period, unless waived by all Parties, shall release the Parties from further obligation to observe dispute resolution procedures with respect to the identified dispute. If all Parties agree in writing that one Party is not involved in the dispute, the uninvolved Party may opt out of participating in the dispute resolution. (4) The city managers or county designee may agree to continue negotiations for such time as is mutually acceptable. During negotiations, no Party may initiate legal proceedings. (5) Any Party may, after the initial city manager meeting, or in the event that one city manager/designee refuses to meet with the others, terminate further discussion or negotiations, and commence such legal proceedings as may be reasonable and proper. 16. System Failure. In the event the MS is unavailable for a municipal court hearing, Jeffco shall notify the Municipalities as early as practically possible, and such Municipalities shall be responsible for either: (a) transporting the detainees to the appropriate municipal court or, (b) arranging for a municipal judge to conduct the hearing at the County Jail; provided, howfwer, that the sufficient prior notice is given to Jeffco so that Jeffco can make the necessary arrangements for such hearing. If the operation of the MS interferes with the operation of existing or future equipment, activities or operations at any of the Sites, any of the Parties shall have the right to suspend operation of the MS until such time as said interference is eliminated. Any expense associated with the correction of the MS interference shall be borne by Arvada and Lakewood. Arvada and Lakewood agree to exercise any legal rights they may have against the contractor in order to remedy any interference problems. 6.0721/0624 10 of 14 The parties may adopt such internal rules, regulations and procedures not inconsistent with this Agreement as deemed necessary and advisable to conduct municipal court hearings using the MS. . 17. Liability. No Party shall be responsible to any other Party for any damage, equipment failure or defect to the MS, including without limitation, technical interference or signal degradation caused by the location, operation or use of the MS. 18. Severability, If any portion of this Agreement is held by a court in a final, nonappealable decision to be invalid or unenforceable as to any Party, only that portion shall be invalid and unenforceable and all other portions shall be treated as valid and of full force and effect to the fullest extent possible. 19, Waiver of Breach. A waiver by any Party of this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any Party. 20. Beneficiaries. The Parties, in their corporate and representative governmental capacities, are the only entities intended to be the beneficiaries of the Project. 21. Enforcement. Subject to the requirement of Section 15 hereinabove, any Party hereto may enforce this Agreement by any legal or equitable means including specific performance, declaratory and injunctive relief. No other person or entity shall have any right to enforce the provisions of this Agreement. No other governmental entity or third party, through lease or use of the MS, shall be considered a party hereto as a consequence of such lease or use. 22. Governinq Law and Venue. This Agreement shalt be governed by the laws of the State of Colorado, and venue shall be in the County of Jefferson. 6.0721/0624 11 of 14 23. Effective Date and Term. This Agreement shall become effective upon signature of an authorized repres~ntative of the governing bodies of each Party. Except as provided herein. this Agreement shall remain in effect in perpetuity unless terminated as provided in Section 13 above. 24. Partv Reoresentatives. Referrals made under the terms of this Agreement shall be sent to the Parties' representatives as follows: Entitv Reoresentative City of Arvada City Manager 8101 Ralston Road Arvada, CO 80002 City of lakewood City Manager 445 South Allison Parkway lakewood, CO 80030 City of Wheat Ridge City Administrator 7500 West 29th Avenue Wheat Ridge, CO 80033 Jefferson County Sheriff 200 Jefferson County Parkway Golden, CO 80419 Name and address changes for representatives shall be in writing, mailed to the other representative at the then-current address. THIS AGREEMENT made and entered into to be effective on the date set forth above. 6.072110624 1 2 of 14 CITY OF ARV ADA By: . C n( ,r{l Mayor ~ )~' ~ ' / ~/ Jfl~ c 7'!? 0"/92- Date eX ,,~ C/ Cit~ ~ AP ROVED AS TO FORM: \ --'<-, CITY OF LAKEWOOD BY'~ 7h~ City Manager' ';,/-r~ (12- Date ' ATTEST: /C.tUW- ~ilnLcu City Clerk A.~ED AS TO FOR~ iUatZJtd ./ ~ - La~ood City Attorney 6.0721/0624 13 of 14 CITY OF WHEAT RIDGE Q"JI [./"7~/ By: t Mayor 1 / 2. ;-/9 l-- Date !~7)9 if 'Date ATT6ST, ~ ---;-- v\.00+r Il 1\)' ' llv\ Deputy Clerk and Recorder V APPROVED AS TO FORM: ~ Attorney 6.072110624 14 of 14