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HomeMy WebLinkAboutResolution-2005-0042 RESOLUTION NO. 42 Series 2005 TITLE: A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT (IGA) BETWEEN THE WEST METRO FIRE PROTECTION DISTRICT, WHEAT RIDGE FIRE PROTECTION DISTRICT AND THE CITY OF WHEAT RIDGE TO COMBINE COMMUNICA TIONS RESOURCES. WHEREAS, the intergovernmental agreements between political subdivisions of the State of Colorado are authorized by C.R.S. 29-1-205, and WHEREAS, the City of Wheat Ridge encourages governments to make the most efficIent and effectI ve use of their powers and responsibilitIes by cooperatmg and contracting with other governments, and WHEREAS, by providing a method to combme eXIsting frequencies and hardware, leverage the currently authorized grant fundmg and related commUnIcatIons purchases awarded to West Metro Fire Protection District, Wheat Ridge Fire Protection District, and the City of Wheat Ridge to provide a reliable, low maintenance, communicatIOns system to enhance public safety, homeland security, communications interoperabllity, and improve radio signal coverage on a long-term basis, and WHEREAS, initwl costs for this agreement for technical support, tower lease payments, eqUIpment repairs, vehIcle/fuel/maintenance, and software/firmware maintenance is expected not to exceed $84,421.3 L NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WHEAT RIDGE THAT: 1 The City of Wheat RIdge desires to be a party to the Intergovernmental Agreements with West Metro and Wheat Ridge Fire Protection DIstricts to share radIO systems. 2. The Mayor and City Clerk are hereby authorized and empowered to execute the Intergovernmental Agreements on behalf of the City of Wheat Ridge. DONE AND RESOL VIEJ? T}IIS at a Feeting ~f the City Council of the City of Wheat Ridge, Colorado on the l). day of [ 1.<-" 11' ,? 2005. . /' i ('//q( C~. I 'G'"' J ! / ../ ", j ATTEST ~--, C' ~/) \ - C~lL\.(.\., k',l.\...,--- am Anderson, City Clerk v Intergovernmental Agreement Between the City of Wheat Ridge and the West Metro Fire Protection District THIS AGREEMENT is made and entered into this day of , 2005, by and between the City of Wheat Ridge, a municipal corporation of tile State of Colorado, with offices at 7500 W. 29th Avenue, Wheat Ridge, Colorado (hereinafter referred to as "Wheat Ridge"), and the West Metro Fire Protection District, a special district created under the laws of Colorado (hereinafter referred to as "West Metro"), each of which may be referred to as a "Party" or collectively as the "Parties." WHEREAS, the Parties are authorized to enter into this Agreement pursuant to c.R-S. ~ 29-1-201, ~., and WHEREAS, the Parties wish to comblOe their communications resources and divide the maintenance costs of said communications equipment, facilities, and software~ and, WHEREAS, the sharing of communications equipment will result in enhanced communications capabilities and cost savings to both Parties. NOW, THEREFORE, in consideration of tile mutual covenants and commitments made herein, the Parties agree as follows: 1. PURPOSE OF THE INTERGOVERNMENTAL AGREEMENT The purpose of this Agreement is to provide a method by which Wheat Ridge and West Metro can combine their existing frequencies and hardware, leverage the currently authorized grant funding and related communications purchases awarded to both Parties, and provide a highly reliable, low maintenance, communications system to enhance public safety, homeland security, communications interoperability, and improved radio signal coverage for both Parties on a long-term basis. 2) TERMS a) The Parties agree that West Metro shall install a five channel, single site, 800 MHz trunked radio system repeater site at Mount Morrison. This obligations contained herein are expressly contingent upon West Metro obtaining all permits, licenses, leases, and approvals to complete the construction of the proposed second radio site at the Mount Morrison location. b) The Parties agree that Wheat Ridge shall provide their five pair of FCC authorized 800 MHz frequencies for use at the Mount Morrison communications site. c) The Parties agree that West Metro and Wheat Ridge shall be jointly responsible for all FCC frequency coordination at Mount Morrison. d) The Parties agree that Wheat Ridge shall maintain control and ownership of the five pair of frequencies being shared between the Parties. e) The Parties agree that the new site and communication's system shall be shared equally between the Parties as to access, communications priorities, servicing, third party systems maintenance agreements, and future improvements. f) The Parties agree that West Metro Fire shall maintam ownership of the initially installed, 5 channel multi site, 800 MHz trunked radio equipment located on Mount Momson. g) Contingent upon West Metro obtaining the consent of the City of Lake wood by an amendment to its current IGA, the Parties agree that radio system technician(s) shall be provided by West Metro through an amended contractual agreement with the City of Lake wood, and made available on a 24/7 basis to service Wheat Ridge communications and communications emergencies. a. Response times shall be as follows: i. Critical: within one bour of call out. Examples include two or more repeater channels non-functional at the tower site, one or more dispatch consoles non-functional at the Wheat Ridge communications center II. Less Critical: within one working day Examples include 2 or more public safety mobile radios, a BDA inoperable. 111. Non-Critical: usually within two working days. Examples include individual equipment repair, special equipment selVicing requests. b Services to be performed by the technicians include system repairs, diagnostics, maintenance, programming, troubleshooting, and related technical work regarding communications system equipment, inclusive training of system users on an as needed basis. h) The Parties agree that in total Wheat Ridge shall be provided the capability to utilize or assign up to 256 communications talk groups on the joint communications system_ i) The Parties agree that in total Wheat Ridge shall be provided the capability to utilize or assign up to 1000 unique radio identifiers (LIDs) on the joint communications system. j) The Parties agree that West Metro shall monitor the communication system's loadmg and when said loadmg reaches 40010 of total capacity during non-peak radio usage hours, or 60010 of total capacity during peak radio usage hours, whichever occurs first, neither Party will be permitted any additions of radios to tbe system unless mutually agreed in writing by both Parties_ k) The Parties agree that West Metro shall provide backup communications capability from the Green Mountain site for Wheat Ridge, both as part of a multi site communications implementation, as well as Green Mountain functioning as a stand-alone communications site in event ofa temporary or catastrophic loss of the Mount Morrison facility. I) The Parties agree that West Metro will make every reasonable attempt to ensure that radio system RF coverage from Mount Morrison and Green Mountain will remain at design levels_ The following percentage of anticipated coverage is based on the signal strength drive test performed by Pericle CommunicatiollS_ This document is attached as Appendix A. a. Mount Morrison design levels, for outdoor coverage, are anticipated to cover 95% of the jurisdIctional boundaries of the City of Wheat Ridge_ b Green Mountain design levels, for outdoor coverage, are anticipated to cover 86% of the jurisdictional boundaries of the City of Wheat Ridge. -2- C. The Parties mutually agree that neither Party shall modify any equipment, add communications services, or take any action that will knowingly result in any degradation of the established levels of coverage within the City of Wheat Ridge or West Metro, as that coverage is provided from Mount Morrison and Green Mountain, pursuant to this Agreement without prior agreement of the other Party. m) Nextel Rebanding: a. The Parties agree that any and all Nextel related rebanding issues specific to programming, equipment changes, scheduling, negotiations, and system administration shall be the responsibility of West Metro and, further, West Metro has the authority to act on behalf of Wheat Ridge in resolving said Nextel rebanding specific issues. West Metro, when appropriate and time permits, will make reasonable efforts to consult with Wheat Ridge on Nextel rebanding specific issues prior to acting on behalf of both Parties. b. Frequency Realignment. Both Parties agree and acknowledge that West Metro win make reasonable efforts to maintain interference free radio communications in its radio system. These efforts may include the exchange of 800 MHz radio frequencies owned by Nextel in order to improve the quality of radio services. Both Parties acknowledge that the Federal Communications Commission (FCC) has approved a national frequency realignment plan (the consensus plan) with Nextel Communications which could result in the swap of radio frequencies. It may also require the retuning of both Parties' radios to accommodate such frequency swap. These plans call for Nextel Communications to pay for the realignment costs, includmg the retuning of radio devices. In the event of a frequency swap, West Metro agrees to obtain the commitment of Nextel to pay for the retuning costs associated with Wheat Ridge radios. n) The Parties agree that this Agreement shall include periodic maintenance and analysis of Wheat Ridge's existing BOA systems. The BOA systems covered by paragraph 2n are as follows' a. BOA #1 located at Lutheran Emergency, 8300 W. 38th Avenue, Wheat Ridge, Colorado 80033 b BOA #2 located at Wheat Ridge Recreational Center, 4005 Kipling, Wheat Ridge, Colorado 80033 c. BDA #3 located at Wheat Ridge Senior High School, 9505 W 32M Avenue, Wheat Ridge, Colorado 80033 d. BOA #4 located at Everett Middle School, 3900 Kipling Street, Wheat Ridge, Colorado 80033 e. The following are not part of, or covered, by this Agreement: BOA systems' spares or replacement parts costs, any BDA system installation, any BDA system modification or remova~ or critical third party technical support. 3) ANNUAL SYSTEM AND MAINTENANCE COSTS (Wheat Ridge) The following costs shall be paid by Wheat Ridge: -3- a) One-half man-year oftechnical support, inclusive ofbenefits:not to exceed. $42,771.31 (Based on the average CQst per person in the Lakewood Technical Operation Section) b) One-half Mount Morrison Tower lease payments $ 12,000 00 c) Equipment repair facilities/utilities/test equipment $ 5,000.00 d) Vehicle/fuel/maintenance $ 5,000 00 e) One-Quarter FX (software/firmware) maintenance agreement $18,750.00 f) Any cost increases (excluding Mount Morrison lease) shall be capped at a maximum of 5% per year ofthe annual contract amount. Any cost increase for the following year shall be submitted to Wheat Ridge no later than May 30 of each year. g) Overtime shall be invoiced at one and one-half times the hourly rate. These invoices will indicate the agency for which the cost was incurred. Each Party shall be responsible for compensating overtime which the Parties require the technicians to work Wheat Ridge and West Metro will, to the extent possible, coordinate their respective activities involving the technicians to keep overtIme to a minimum. h) Repair parts, batteries, replacement radios and Wheat Ridge specific purchased communication's equipment shall be mvoiced separately and on a periodic basis. i) In addition, cost and expenses (including travel, lodging and meals) of any specialized training that is required oft-he technician to meet the needs of both Parties shall be allocated between the Parties with the amount contributed by Wheat Ridge not exceeding one-quarter of such training cost and expenses. These cost and expenses will require pre-approval by both Parties. 4) SYSTEM GOVERNANCE a) The Parties agree that any system upgrade or communications equipment purchase, benefiting both Parties, and agreed to in writing by the Parties, shall be cost shared equally between the Parties. b) The Parties agree that in event of any system upgrade or communications equipment purchase benefiting only one Party, said Party shall be solely responsible for all related costs. c) In the event of future interest by one Party in a previous upgrade in capability purchased by the other Party, the first Party shall reimburse the other Party for one half of all directly related implementation and servicmg costs for said capability, subject to negotiation and written agreement between the Parties. d) The governance of the radIO system includes, but is not limited to, the adoption of system decisions, adoption of new technology, agreements for system/traffic optimization, parameter settings, and cost thresholds for opting out of upgrades or the purchase of communications equipment. -4- 6) PA YMENT SCHEDULE a) Initial payment ofthe annual contract costs shall be within 60 days of contract signing, prorated from original date of this Agreement. b) West Metro shall invoice subsequent years' annual costs to Wheat Ridge during January of each year, and the payment due date shall be within 60 calendar days of the date of invoice. c) Periodic payments for selVices, overtime expenses, repair parts, and other Wheat Ridge authorized requisitions shall be invoiced to Wheat Ridge on a quarterly basis, with payment due within 30 calendar days of the date of invoice. 6) APPROPRIA TlONS Wheat Ridge and West Metro understand and agree this Agreement is contingent upon continuing availability of funds, and annual appropriation and approval of funds for this purpose. Both Parties are prohibited by law from making fiscal commitments beyond the term of their current fiscal period. This Agreement is not intended to, and does not create a multi-year fiscal obligation. 7) TERM OF AGREEMENT It is the intent of tile Parties that this Agreement shall be for an initial term of twenty-five years, conditioned upon yearly appropriation of the necessary funds. At the end of such period, the Agreement may be renewed for successive ten (10) year periods upon agreement of both Parties, all lawful approvals by the executive and legislative officials of each Party, and amendment of this Agreement. Wheat Ridge shall notify West Metro by November 1 sl of each calendar year, if funds have not been appropriated for the purposes of this Agreement for the ensuing calendar year. The selVices portion of this Agreement shall terminate on December 31st of the same year after which notification of non-appropriation has occurred, provided however, for the 36 month period following notification of non-appropriation, the five pair of Wheat Ridge frequencies must and shall remain in use at the Mount Morrison site and Wheat Ridge shall retain the right to utilize Mount Morrison for radio communications purposes only. 8) INDEMNIFICA nON Neither West Metro nor Wheat Ridge shall be responsible for any related conditions, warranties, billings, and representations, expressed or implied, between the Parties except as herein set forth. Further, each Party agrees to hold harmless and indemnify the other Party to the extent permitted by law, for any and all damages, costs, fines, judgments and other losses, including attorney fees, a Party may incur as a result of tile actions or omissions of the other Party Each Party is a public entity and neither Party waives the obligations or benefits afforded it by the Colorado Governmental Immunity Act, C.R.S ~ 24-10-101, et seq 9) TERMINA TION OF AGREEMENT This Agreement may be terminated upon 36 months notice, in wnting, by one Party to the other, or by notice of non-appropriation, as set forth in Section 7 In event of -5- termination, equipment owned by tbe individual Parties sball remain the sole responsibility of that Party. Either Party may offer to purchase the other Party's interest In shared equipment. Neither Party is obligated to purchase said equipment. The purchase price of shared equipment at the time of termination shall be based upon the value of the proportional remaining life of said equipment. If neither Party wishes to continue ownership of the shared equipment, the equipment shall be sold to third Parties, with each Party recouping the proportional share of its investment. Both Parties shall be responsible for the removal and disposal of shared equipment, which neither Party desires to purchase. 10} MISCELLANEOUS PROVISIONS a) This Agreement shall be effective upon signature by both Parties. b) The waiver by any Party of any breach of any term, covenant or condition of this Agreement by the other Party shall not be deemed a waiver of such term, covenant or condition for any subsequent breach of the same or of any other term, covenant or condition ofthts Agreement. c) If any provision of this Agreement or application to any Party or circumstance is held invalid by a court of competent jurisdiction, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid proviso or application, and to this end the provisions of this Agreement are declared severable. d) This Agreement contains the entire agreement between the Parties and shall not be amended or modified in any manner without said amendment or modification being agreed to and executed in writing by both Parties. e) All claims or disputes between the Parties arising out of or related to th.is Agreement shall be decided by arbitration in accordance with the rules of the American Arbitration Association, urness the Parties mutually agree otherwise. Notice of demand for arbitration shall be filed in writing with the other Party Such notice of demand for arbitration shall be made within reasonable time after the dispute has arisen. The award rendered by the arbitrator shall be final, and the judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The cost of such arbitration shall be bome equally by the Parties. t) This Agreement may be signed In counterparts, and each agreement shall be deemed an original and all the agreements taken, as a whole shall constitute one and the same instrument. g) III the event of litigation arising under this Agreement, the prevailing Party shall be entitled to an award of its reasonable attorney fees, costs and other expenses. This Agreement shall be interpreted in accordance with the laws of the State of Colorado. Venue for any litigation arising under this Agreement shaH be proper and exclusive in the District Court for Jefferson County, Colorado. n) This Agreement shall inure to the benefit of and be binding upon the Parties and their successors, and assigns. No Party may assign any rights or obligations under thi.s Agreement without the express written consent of the other Party which consent may be withheld for any reason. -6- 11} NOTICE S All notices required or permitted under this Agreement shall be hand delivered or given by telecopy or electronic mail and regular U.S. mail or overnight courier to the addresses below. In the event that these designated POC's change both Parties agree to notify necessary Parties. Wheat Ridge Main Contact Larry Stodden Police Communications Manager 7500 W. 2'" Avenue Wheat Ridge, Colorado 80215-6713 Telephone Number: 303-235-2937 Telecopy Number: 303-235-2968 Email: lstodden@ci.wheatridge.co.us West Metro Main Contact Mark Krapf Deputy Chief, Communications 433 S. Allison Parkway Lakewood, Colorado 80226 Telephone Number: 303-989-4307 x447 Telecopy Number Email: mkrapf@westmetrofrreorg -7- West Metro Fire Department Sign.lJ! J1,,-I5~ Name: Douglas McBee Title: Fire Chief r . 'Date: . j-~ (? '~od:' f Sign.~ e r~ Name: Leo J Johnson Title: Board Chair " D~e:'<tf{~~ff<:Jq~,: '. . ..J ..., - -8- Appendix A Signal Strength Drive Test [attached) -9- ~ Pericle Communications Company April 10, 2005 Via Email Mr Larry Stodden City of Wheat Ridge 7500 W. 29th Avenue Wheat Ridge, CO 80034 Dear Mr. Stodden. Our firm conducted drive tests of several alternative radio sites in 2003 and found that Mt. Morrison provided the best overall radio coverage in the City of Wheat Ridge. At 7,900' antenna elevation, the Denver site is considerably higher than the Wheat Ridge tower at 5635'. The results of our drive tests have been briefed previously to your office. The purpose of this letter is to provide a concise written summary of the test results. The most important measure of land mobile radio performance is the service reliability, the ratio of all measurements above a certain threshold to the total number of measurements taken. For 800 MHz NPSPAC radios, a measured level of -85 dBm is adequate to overcome moderate building penetration loss and is therefore a reasonable figure of merit. From Table I, we see that Mt. Morrison provides 96% coverage at this level while the Wheat Ridge tower offers only 67% coverage. Table 1 - Service Reliability For Candidate Sites (From Drive Test Measurements, 9,800 total measurements) Mt. Green Wheat Ridge Coverage Type Morrison Mountain Tower Service Reliability @ -85 dBm Medium Bldg. 96% 86% 67% Thus, the proposed repeater site on Mt. Morrison should create significantly improved radio coverage. No single radio site can provide 100% coverage in every building, however, so the City will continue to need distributed antenna systems (DAS) inside some buildings. Mt. Morrison should minimize the number of buildings requiring these systems when compared to the existing repeater on the Wheat Ridge tower As an interim measure while the Mt. Morrison repeater site is under construction, the City of Lakewood and the West Metro Fire District plan to place Wheat Ridge users on the Lakewood repeater site on Green Mountain. Although not quite as good as Mt. Morrison, Green Mountain is still a significant improvement over the Wheat Ridge tower If you require further information, you can me at (719) 548-1040 or via email atjacobsmeyer@pericle com. Sincerely, - original signed - Jay M. Jacobsmeyer, P.E. President 1910 Vindicator Drive. Suite 100. Colorado Springs. Colorado 80919. Phone: (719) 548-1040. Fax: (719) 548-1211 - - Intergovernmental Agreement Between the City of Wheat Ridge and the Wheat Ridge Fire Protection District THIS AGREEMENT is made and entered into as of this 13th day of July, 2005, by and between the City of Wheat Ridge, a municipal corporation of the State of Colorado, with offices at 7500 W. 29th Avenue, Wheat Ridge, Colorado (hereinafter referred to as "Wheat Ridge"), and the Wheat Ridge Fire Protection District, with offices at 3880 Upham Street, Wheat Ridge, Colorado a special district created under the laws of Colorado (heremafter referred to as "Wheat Ridge Fire"), each of which may be referred to as a "Party" or collectively as the "Parties." WHEREAS, the Parties are authorized to enter into this Agreement pursuant to C.R.S. S 29-1-201, et seq., and WHEREAS, the Parties wish to combine their communications resources and divide the maintenance costs of Said communications equipment, facilIties, and software, and, WHEREAS, the shanng of communIcations equipment will result in enhanced communications capabilities and cost savmgs to both parties. NOW, THEREFORE, in consideration of the mutual covenants and commitments made herein, the Parties agree as follows 1. PURPOSE The purpose of thiS agreement is to provide a method by which Wheat Ridge and Wheat Ridge Fire can leverage the currently authonzed grant funding and related communIcations purchases awarded to both Parties, and provide access and use to a highly reliable, low maintenance, communications system to enhance publIc safety, homeland security, communications interoperabilIty, and improved radio Signal coverage for both Parties on a long term basis. 2) TERMS a) Wheat Ridge shall provide five pair of FCC authorized 800 MHz frequencies for use at the Mount Morrison communications site. b) Wheat Ridge shall maintam control and ownership of the five pair of frequenCIes bemg shared between the Parties. c) The new site and communications system shall be shared equally between the Parties as to access, use, communications priorities, servicmg, third party systems maintenance agreements, and future Improvements. d) The Parties agree that radio system techniclan(s) shall be provided by Wheat Ridge by contract with the Wheat Ridge Fire ProtectIOn Distnct and made available on a 24/7 basis to service Wheat Ridge Fire communicatIOns and - communicatIons emergencies. Any change in the provider of such service shall be mutually agreed by the Parties. a. Response times shall be as follows: i. Cntical within one hour of call out. Examples include one or more dispatch consoles non-functional at the Wheat Ridge communications center, radIO system failure, or a mobile radio becoming nonfunctIOnal III critical fire apparatus. 11. Non-CntIcal. usually within two working days. Examples include individual equipment repalf, special equipment servicmg requests. b. Services to be performed by the technicians include system repairs, diagnostIcs, maintenance, programmmg, troubleshooting, and related technical work regarding communications system equipment, mcluslve training of system users on an occasional basis. e) Wheat Ridge Fire shall be proVided the capability to utilize or assign up to one third (1/3) of the communications talk groups aVailable now and in the future on the joint communicatIOns system. f) Wheat Ridge Fire shall be provided the capability to utilize or assign up to one third (1/3) of the unique radiO identifiers (LIDs) available now and in the future on the Joint communications system. g) The Parties shall monitor the communicatIOn system loadmg and when Said loading reaches 40% of total capacity dunng non-peak radio usage hours, or 60% of total capaCity during peak radio usage hours, whichever occurs tirst, neither Party will be permitted any additIOns of radios to the communicatIOns system unless mutually agreed to, in writing, by both Parties. h) Wheat Ridge shall provide backup commumcations capability from the Green Mountain site for Wheat Ridge, both as part of a multi- site communicatIOns implementation. In addition, the Green Mountam site shall functIon as a stand- alone commumcations site in event of a temporary or catastrophic loss of the Mount Morrison facility. I) Wheat Ridge will make every reasonable attempt to ensure that radio system RF coverage from Mount MOITIson and Green Mountam will rem am at deSign levels. The following percentage of anticipated coverage is based on the signal strength dnve test performed by Pericle Commumcations, attached as Appendix A. a. Mount MOITIson design levels, for outdoor coverage, are antIcipated to cover 95% of the jurisdictional boundaries of the City of Wheat Ridge. b Green Mountain deSign levels, for outdoor coverage, are anticipated to cover 86% of the jurisdictional boundaries of the City of Wheat Ridge. c. Neither Party shall modify any eqUipment, add communicatIons services, or take any actIOn that will knowingly result in any degradation of the established levels of coverage within the City of Wheat Ridge as that coverage is provided from Mount Morrison and Green Mountain pursuant to this Agreement, without pnor agreement of the other Party 2 - - 3) ANNUAL SYSTEM AND MAINTENANCE COSTS a) The annual system and maintenance costs shall be shared by both Parties as follows: Wheat Ridge shall pay two-thirds (2/3) of these costs, and Wheat Ridge Fire shall pay one-thIrd (1/3) of these costs as set forth in paragraph 3( c). b) In the event that either Party adds additional radios to the system, both Parties agree that the annual system and maintenance costs shall be determIned, on a yearly basis, by the percent of the number of radios owned by each Party Each Party shall pay thIs established percent of the annual system and maintenance costs. c) The initial annual system and maintenance costs for both Parties are: a. One-half man-year of technical support, inclUSIve benefits $42,771.31 b. One-half Mount Morrison Tower lease payments $12,000.00 c. EqUIpment repair facilities/utilities/test equipment $ 5,000.00 d. VehIcle/fuel/maintenance $ 5,000.00 e. One-Quarter FX (software/firmware) maIntenance agreement $18,750.00 d) Any cost increases (excluding Mount Morrison Lease) shall be capped at a maXImum of 5% per year of the annual contract amount. Any cost increase for the following year shall be submitted to Wheat Ridge no later than May 30 of each year. e) Overtime shall be inVOiced at one and one-half times the hourly rate. These InVOiCeS will indicate the Party (i.e agency) for whIch such cost was incurred. f) Repair parts, battenes, replacement radios and Wheat Ridge Fire specific purchased communication's equipment shall be invoiced separately and on a pen odIC basis. 4) SYSTEM GOVERNANCE a) The Parties agree that any system upgrade or communications equipment purchase, benefiting both Parties, and agreed to In writIng by SaId PartIes, shall be cost shared as follows' Wheat Ridge shall pay two-thirds (2/3) of these costs, and Wheat RIdge Fire shall pay one-third (1/3) of these costs. b) The Parties agree that In event of any system upgrade or communications eqUIpment purchase benefiting only one Party, said Party shall be solely responsible for all such costs. c) In the event of future Interest by one Party in a previous upgrade In capabIlIty purchased by the second Party, the first Party shall reimburse the other Party for one half of all directly related implementatIOn and SerVICIng costs for said capabIlity Reimbursement shall be subject to negotiation and \\Titten agreement between the Parties. d) The governance of the radio system includes, but IS not limited to, the adoption of system decisions, adoption of new technology, agreements for system/traffic optimizatIOn, parameter settIngs, and cost thresholds for opting out of upgrades or the purchase of communications equipment. e) Imtial payment of the annual contract costs shall be WIthIn 60 days of contract signing, prorated from origInal date of this Agreement. f) Wheat Ridge Fire shall invoice subsequent years' annual costs during January of each year to Wheat Ridge, and the payment due date shall be WIthin 60 calendar days of the date of invoice. 3 - g) Periodic payments for services, overtime expenses, repair parts, and other Wheat Ridge Fire authorized requisitIOns shall be Invoiced to Wheat Ridge Fire on a quarterly basIs, with payment due within 30 calendar days of the date of invoice 5) APPROPRIA TIONS Wheat Ridge and Wheat Ridge Fire understand and agree this Agreement IS contingent upon continuing aVailability of funds and annual appropriation and approval of funds for this purpose. Both Parties are prohibited by law from making fiscal commitments beyond the term of their current fiscal penod. ThiS Agreement is not intended to, and does not create a multi-year fiscal obligatIOn. 6) TERM It is the intent of the Parties that this Agreement shall be for an imtlal ternl of twenty-five years, conditIOned upon yearly appropriation of the necessary funds. At the end of such period, the Agreement may be renewed for successive ten (10) year penods upon agreement of both parties, all lawful approvals by the executive and legislative officials of each party, and amendment of thiS Agreement. Wheat Ridge Fire shall notify and provide a Letter of Intent to Wheat Ridge by November I SI, of each calendar year, regardIng its appropriation of funds for the purposes of this Agreement for the ensuing calendar year. Wheat Ridge shall notify and provide a Letter of Intent to Wheat Ridge Fire by November 1 st, of each calendar year, regarding its appropriation of funds for the purposes of thiS Agreement for the ensuing calendar year The services portion of thiS Agreement shall terminate on December 3151 of the same year after which notdication of non-appropriatIOn has occurred. 7) INDEMNIFICA nON Neither Wheat Ridge or Wheat Ridge Fire shall not be responsible for any related conditions, warranties, billIngs, and representations, expressed or implied, between the Parties except as herein set forth. Each Party agrees to hold harmless and indemmfy the other Party to the extent permitted by law for any and all damages, costs, fines, Judgments and other losses, Including attorney fees, a Party may incur as a result of the actions or omissions of the other Party Each Party is a public entity and neither Party waives the obligations or benefits afforded it by the Colorado Governmental Immunity Act, C.R.S. S 24-10-101, et seq 8) TERMINA nON ThiS Intergovernmental Agreement may be terminated upon 12 months notice, In wnting, by one Party to the other, or by notice of non-appropriation as set forth in Section 6. In event of termInation, equipment owned by the indiVidual Parties shall remaIn the sole responsibility of that Party. Either Party may offer to purchase the other Party's Interest in the shared equipment. Neither Party is obligated to purchase said equipment. The purchase price of shared eqUipment at the time of termination shall be based upon the value of the proportional remaining life of said equipment. If neither Party Wishes to continue ownership of the shared eqUipment, the eqUipment may be sold to thud parties, with each Party recoupIng the proportional share of ItS Investment. Both Parties shall be 4 - responsible for the removal and disposal of shared equipment which neither Party desires to remove. 9) MISCELLANEOUS PROVISIONS a) The waiver by any Party of any breach of any term, covenant or condItion of this Agreement by the other Party shall not be deemed a waiver of such term, covenant or condition for any subsequent breach of the same or of any other term, covenant or condition of thIs Agreement. a) If any provisIOn of this Agreement or application to any Party or cIrcumstance is held invalId by a court of competent jurisdiction, such invalidity shall not affect the other provisions of this Agreement which can be gIven effect without the invalid provision or application, and to this end the provisions of this Agreement are declared severable. b) This Agreement contams the entire agreement between the Parties and shall not be amended or modified m any manner without said amendment or modification being agreed to and executed in writing by both Parties. c) All claims or dIsputes between the Parties ansmg out of or related to this Agreement shall be decIded by arbitration in accordance WIth the rules of the American Arbitration Association, unless the Parties mutually agree otherWise. Notice of demand for arbItration shall be filed in writing with the other Party Such notice of demand for arbitration shall be made within reasonable time after the dispute has arisen. The award rendered by the arbitrator shall be final, and the Judgment may be entered upon it in accordance With applicable law in any court havmg JurisdictIOn thereof. The cost of such arbitration shall be borne equally by the Parties. d) This Agreement may be signed in counterparts, and each agreement shall be deemed an origmal and all the agreements taken, as a whole shall constitute one and the same instrument. e) In the event oflitIgation arising under this Agreement, the prevailing Party shall be entItled to an award of its reasonable attorney fees, costs and other expenses. ThiS provision shall not set aSIde paragraph d above. No claim or dispute shall be filed in the District Court unless and until arbitration as provided by that paragraph has been completed. ThIS Agreement shall be interpreted in accordance with the laws of the State of Colorado. Venue for any litIgation arising under this Agreement shall be proper and exclUSIVe in the District Court for Jetferson County, Colorado This Agreement shall inure to the benefit of and be binding upon the Parties and their successors, and assigns. No Party may assign any rights or obligatIOns under thIS Agreement WIthout the express written consent of the other Party which consent may be withheld for any reason. 10) NOTICES All notices required or permitted under this Agreement shall be hand delivered or given by telecopy or electronic mail and regular U.S. mail or overnight courier to the addresses below. In the event that these designated Points of Contact change, both parties agree to notIfy necessary Parties. 5 - If to Wheat Ridge: Larry Stodden Police Communications Manager 7500 W. 29th Avenue Wheat Ridge, Colorado 80215-6713 Telephone Number: 303-235-2937 Email: lstoddenia::cl.wheatridge.co.us Uto Wheat Ridge Fire: James R. Payne Wheat RIdge Fife Protection District 3880 Upham Street Wheat Ridge, Colorado 80033 Telephone Number: 303-403-5901 Email: chiefhuwrfire.org APPROVED AS TO FORM: @~ {/l)/L;;J! Gerald Dahl, City Attorney ATTEST: / I CITY OF WHEAT RIDGE APPROVED AS TO FORM: +.' I II.( I ; ~f-r/,~ 'I 'Barry Hu,dson.,District Attorney A TTESI': ~_.,. WHEAT RIDGE FIRE PROTECTION DISTRICT v , ,} "', // 'TJI;, ./ \. /,.o.,J J .,/ "'/L Name: Geoft Ptitnik Title: Board Secretary 'I ... ~y . /'!~ . I SIgned: -, /JA.Cr . /! ,~ Name: Geral A. Cassel Title: Board President Date: 6 APPENDIX A Signal Strength Drive Test [Attached] 7 - , ~ Pericle Communications Company April 10, 2005 Via Email Mr. Larry Stodden CIty of Wheat Ridge 7500 W. 29th Avenue Wheat Ridge, CO 80034 Dear Mr Stodden. Our firm conducted drive tests of several alternative radio sites m 2003 and found that Mt. Morrison proVIded the best overall radIo coverage in the City of Wheat Ridge. At 7,900' antenna elevation, the Denver sIte is considerably higher than the Wheat Ridge tower at 5635' The results of our drive tests have been briefed previously to your office. The purpose of this letter is to provide a concise wntten summary of the test results. The most Important measure of land mobile radio performance IS the service reliability, the ratio of all measurements above a certain threshold to the total number of measurements taken. For 800 MHz NPSPAC radIOs, a measured level of -85 dBm is adequate to overcome moderate building penetratIOn loss and IS therefore a reasonable figure of merit. From Table I, we see that Mt. MOrrIson provides 96% coverage at thIS level whIle the Wheat Ridge tower offers only 67% coverage. Table 1 - Service Reliability For Candidate Sites (From Drive Test Measurements. 9.800 total measurements) Mt. Green Wheat Ridge Coverage Type Morrison Mountain Tower Service Reliability @ -85 dBm Medium Bldg. 96% 86% 67% Thus, the proposed repeater site on Mt. Morrison should create SIgnificantly Improved radio coverage. No single radio site can proVIde 100% coverage in every building, however, so the City will continue to need dIstributed antenna systems (DAS) mSlde some bUIldmgs. Mt. Morrison should minimize the number of buildings requiring these systems when compared to the eXIsting repeater on the Wheat Ridge tower. As an Interim measure while the Mt. MorrIson repeater site is under constructIOn, the City of Lakewood and the West Metro FIre DIStrIct plan to place Wheat RIdge users on the Lakewood repeater site on Green Mountain. Although not quite as good as Mt. Morrison, Green Mountain is still a significant improvement over the Wheat RIdge tower If you reqUIre further information, you can me at (719) 548-1040 or via email atjacobsmeyer@pericle.com. Sincerely, - original signed - Jay M. Jacobsmeyer, P.E. PresIdent I~IO Vindicator Drive. Suite 100 - Colorado Springs. Colorado XO~I~ - Phone: (71~1 54X-j040 -!-ax: (71~1 54X-1211