HomeMy WebLinkAbout06-05-17 City Commission Packet Materials - C3. Interlocal with Gallatin County for Radio System Page 1
Commission Memorandum
REPORT TO: Honorable Mayor and City Commission
FROM: Chuck Winn, Assistant City Manager
SUBJECT: Interlocal Agreement with Gallatin County for 800MHz Radio System
MEETING DATE: June 5, 2017
AGENDA ITEM TYPE: Action
RECOMMENDATION: Approve interlocal agreement with Gallatin County for purchase of
new 800 MHz trunked radios.
SUGGESTED MOTION: Having considered public comment and the information presented by
staff, I hereby move to authorize the Interim City Manager to sign the Interlocal Agreement with
Gallatin County for procurement of 9-1-1 radio system upgrade equipment.
BACKGROUND: For many years, the Bozeman Police and Fire Departments have been
experiencing public safety radio system degradation due to increased radio frequency (RF)
interference. The city and county have been working together to develop solutions based on new
and existing technologies and transmitter site improvements. Both entities believe a migration
from conventional high-band frequencies to an 800MHz trunked system is necessary to address
the RF problems and provide future system capability for the growing community.
9-1-1 services are a Gallatin County function and the County is the fiscal agent for 9-1-1
services. Generally, the County provides the system and local jurisdictions purchase the specific
radios needed by their agency. This model will hold true for the 800MHz trunked system; the
County will purchase and maintain the network while Bozeman Police and Fire Department will
purchase the individual subscriber units (handheld and mobile radios).
Gallatin County entered into a contract with Motorola for the purchase and installation of the
800MHz system including the purchase of the subscriber units for Bozeman Police and Fire.
Under the terms of that contract and this interlocal agreement, the City will reimburse the County
for the subscriber units in FY19 and FY20. The attached interlocal agreement defines the terms
of that agreement as well as management and oversight responsibilities.
UNRESOLVED ISSUES: None.
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ALTERNATIVES: As directed by the Commission.
FISCAL EFFECTS: $1M is included in the adopted CIP for this project: $250,000 in FY19 and
FY20 in the General Fund for the Police Department and $250,000 in both FY19 and FY20 in
the Fire Equipment and Capital Replacement Fund. Budget authority will need to come through
the adopted City Budget for those fiscal years, or another funding source will need to be
identified.
Attachments:
Attachment A:Interlocal Agreement
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INTERLOCAL AGREEMENT
GALLATIN COUNTY - CITY OF BOZEMAN
FOR PROCUREMENT OF 911 SYSTEM UPGRADE EQUIPMENT
THIS INTERLOCAL AGREEMENT (“Agreement”) is made and entered into between
Gallatin County, a political subdivision of the State of Montana, with principal offices at 311
West Main Street, Bozeman, Montana, 59715 (“County”), and the City of Bozeman, a self
governing municipal corporation organized and existing under its Charter and the laws of the
State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of P.O.
Box 1230, Bozeman, MT 59771 (“City”, and together with the County “the Parties”).
WHEREAS, the City and the County are separate legal entities that have individual rights
and duties as outlined in Montana Code; and
WHEREAS, the City and County independently contract for the provision of public
safety equipment; and
WHEREAS, the City and the County desire to cooperate for the purpose of procuring
certain equipment from Motorola Solutions Inc. (“Motorola”) to upgrade the Gallatin County 9-
1-1 radio system for use by both City and County law enforcement and fire services; and
WHEREAS, financing terms offered by Motorola make it financially advantageous for
one government entity to enter into a contract with Motorola to purchase all the equipment for
both Parties; and
WHEREAS, on December 27, 2016, the County and Motorola entered a Communications
System Agreement, which incorporated and made a part of that agreement certain exhibits
thereto (collectively, the “Communications System Agreement”) and an Equipment Lease-
Purchase Agreement (“Lease Agreement”), whereby the County agreed to purchase, install, and
maintain the Gallatin County System Upgrade – Phase 1 (the “System” as defined in the
Communications System Agreement); and
WHEREAS, a portion of the System (the “City Subscriber Equipment” as described
below) will be installed at and used by the City’s Police and Fire Departments; and
WHEREAS, the City and County desire to enter into this Agreement to establish the
terms by which the County will purchase, install and maintain the System and City will pay its
share of the cost of the System to the County; and
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WHEREAS, the City desires to obtain title to the City Subscriber Equipment upon
payment of its cost of the System to the County; and
WHEREAS, pursuant to § 7-8-101, MCA, the County, upon first passing a resolution of
intent to do so and upon giving notice of intent by publication per § 7-1-2121, MCA, may sell to
the City the City Subscriber Equipment without an ordinance, public notice, public auction, bids,
or appraisal; and
WHEREAS, the City and the County have the authority to enter into this Agreement
pursuant to Sections 7-11-101 through 7-11-108, MCA.
NOW, THEREFORE, the County and the City agree as follows:
1. PURPOSE OF INTERLOCAL AGREEMENT. The purpose of this
Agreement is to establish the terms and conditions of a cooperative arrangement whereby the
County will purchase, install and maintain the System pursuant to the Communications System
Agreement and the Lease Agreement, and the City will reimburse the County for its share of the
cost of the System. The Communications System Agreement and the Lease Agreement are
attached hereto as Exhibit A and incorporated herein by this reference.
2. DEFINITIONS. Capitalized terms not defined in this Agreement are as defined
in the Communication Systems Agreement or the Lease Agreement, as applicable.
3. DURATION. The term of this Agreement will be for ten (10) years unless
earlier terminated by the Parties as provided in this Agreement.
4. SEPARATE LEGAL ENTITY/ADMINISTRATION. There shall be no
separate legal entity created as a consequence of this Agreement. No retirement or other
employee obligations are shared between the County and the City as a result of this Agreement,
and no partnership or joint venture exists or shall be deemed to exist between the Parties.
Administration of this Agreement shall be the responsibility of the Gallatin County
Administrator or their designee and the Bozeman City Manager or their designee.
5. PROPERTY INTEREST; PROPERTY INSURANCE. The County is entitled
to full possession of the following Equipment described in the “Equipment List” at Exhibit C-2
to the Communications System Agreement (collectively, the “County Infrastructure
Equipment”):
a. ASR RF Site Components;
b. Dispatch Site Components;
c. Radio Management Components; and
d. Optional Dispatch Site Components.
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The City is entitled to full possession of the following Equipment described in the “Equipment
List” at Exhibit C-2 to the Communications System Agreement (collectively, the “City
Subscriber Equipment”):
a. Bozeman PD Subs;
b. Bozeman FD Subs; and
c. Bozeman Fire Station Consolettes and Desksets.
The City acknowledges that pursuant to the prohibition at section 6(ix) (“Lessee Certification”)
of the Lease Agreement, the County is the only entity authorized to own the Equipment during
the Lease Term. The County agrees that upon expiration of the Lease Agreement and the City’s
satisfaction of the payment schedule set forth at paragraph 10(b) below, all title to the City
Subscriber Equipment will vest in the City, subject to the applicable licenses under the
Communications System Agreement, and subject to paragraph 10(d) below. During the Lease
Term, County will, at its expense, maintain insurance covering loss of or damage to the City
Subscriber Equipment in accordance with section 13 of the Lease Agreement. Once title to the
City Subscriber Equipment vests in the City, City will be responsible for maintaining insurance
covering loss of or damage to the City Subscriber Equipment.
6. SYSTEM OPERATIONS.
a. Business practices. The existing Gallatin County 911 Communications Technical
Committee will coordinate with an 800 MHz User Group who will determine
applicable policies and procedures for all business practices related to the System.
The City and County will follow the business practices established and
documented by the State of Montana for the use of the trunked radio system
infrastructure.
b. Interoperability. Both Parties agree to work together to ensure interoperability and
agree that interoperability is a shared responsibility. The Parties will participate in
the development of a Project Plan and Communications Plan that will ensure
interoperability with local and regional response agencies.
c. Performance issues. Prior to Final Project Acceptance, the County 911
Communications Department will create a formal written process acceptable to
City and County to be used to submit issue reports, investigate, resolve, and report
back on the resolution of the technical issue to the initiating Party.
d. Current VHF infrastructure. County agrees to maintain the existing Bozeman
Police Department and Bozeman Fire VHF infrastructure for a period not to
exceed 12 months from Final Project Acceptance. Ownership of the system
assets specific to each agency will remain with that agency after the 12 month
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period. If applicable, the County and City will follow the Montana State Region
25 800 MHz Plan which requires the return of VHF frequencies.
e. Implementation of Communications System Agreement. The City acknowledges
that Exhibit C-3 (“Statement of Work”) to the Communications System
Agreement establishes certain work to be performed by the County to implement
the System. The City agrees to provide the County with reasonable assistance in
completing this work upon the County’s request.
7. CONTRACTUAL OBLIGATIONS.
a. Default. Both Parties agree not to act or fail to act in any manner that could cause
County to breach or be in default under the terms of the Communications System
Agreement or the Lease Agreement or to be required to indemnify Motorola or its
assignee under the Communications System Agreement or the Lease Agreement.
If Motorola is in default, County agrees to promptly submit a default claim to
Motorola in accordance with the terms of the Communications System
Agreement. If City discovers grounds for a default by Motorola it agrees to
promptly notify County and provide reasonable assistance to County in
submitting the default claim.
If the County receives a notice of default from Motorola or its assignee under the
Communications System Agreement or the Lease Agreement, the City agrees to
provide the County with all assistance as the County may reasonably require to
cure the default within any applicable cure period.
b. Patent and Copyright Infringement. Both Parties agree not to take any act or fail
to act in any manner that would result in an Infringement Claim for which
Motorola has no duty to defend or indemnify the County pursuant to section
13.3.3 of the Communications System Agreement. Each Party also agrees to
promptly notify the other of any Infringement Claim.
c. Change orders. Change orders pursuant to section 6.15.3 of Exhibit C-3 to the
Communications System Agreement that will result in an increase in City’s share
of the System cost must be approved in writing by City prior to County’s
execution of the change order. The City agrees, however, that if it causes a delay
in the schedule established in the Statement of Work at Exhibit C-3 to the
Communications System Agreement, the County may execute a change order to
extend the Performance Schedule and, upon the County’s written request, the City
will reimburse the County for all delay charges made to Motorola pursuant to
section 10.2 of the Communications Systems Agreement.
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d. Termination of Communications System Agreement or Lease Agreement. Should
Motorola or its assignee terminate the Communications System Agreement or the
Lease Agreement, the City agrees to provide the County all assistance that the
County may reasonably require in pursuing any remedy against Motorola or its
assignee and in defending against any legal action by Motorola or its assignee,
including the mitigation of any damages.
The City further agrees that, should Motorola or its assignee demand the return of
any or all of the City Subscriber Equipment or any Software upon the occurrence
of a default under either the Communications System Agreement or Lease
Agreement, and should Motorola or its assignee be entitled to such return as
adjudged by a court of competent jurisdiction, the City will reasonably cooperate
with the County to return and deliver the City Subscriber Equipment or Software
to Motorola or its assignee, as applicable. In the event of such default by the
County resulting in the return of the City Subscriber Equipment to Motorola, the
County agrees to reimburse the City for all payments made by City to County
pursuant to section 10 of this Agreement.
e. Indemnification. Each party shall indemnify, defend, and hold harmless the other
from and against any and all Liabilities arising from or in connection with any
negligent act, error, omission, reckless misconduct, or intentional misconduct of
the party or its officers, elected officials, employees, agents, or contractors in the
course of performing this Agreement. As used in this paragraph “Liabilities”
means all losses, claims, suits, demands, costs, liabilities, and expenses, including
reasonable attorneys’ fees, penalties, interest, fines, judgment amounts, fees, and
damages, of whatever kind or nature. Each party’s indemnification obligations
under this subsection are conditioned on the indemnified party: (i) promptly
notifying the indemnifying party of any claim in writing; (ii) cooperating with the
indemnifying party in the defense of the claims; and (iii) granting the
indemnifying party sole control of the defense or settlement of the claim.
f. Further Documents. To the extent any additional documents are required to be
executed by either of the Parties to carry out the terms of the Communications
System Agreement, the Lease Agreement, or this Agreement, each party agrees to
execute and deliver such documents.
8. SOFTWARE LICENSES.
a. Software License. The City recognizes that it is an intended user of the System,
including any Motorola Software, pursuant to section 3.6 of the Communications
System Agreement, and a licensee under the Software License Agreement, which
is attached to and incorporated into the Communications System Agreement as
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Exhibit A thereto. The City accepts this license and agrees to abide by all terms
and conditions of the Software License Agreement.
b. Software Upgrades. During the term of this Agreement, County agrees to
purchase available software upgrades for the System as necessary to ensure the
continued functionality of the System in accordance with the Specifications.
9. MAINTENANCE OF EQUIPMENT; WARRANTY CLAIMS.
a. County Infrastructure Equipment. County agrees to maintain functionality of the
County Infrastructure Equipment so as to ensure the continued functionality of the
City Subscriber Equipment in accordance with the Specifications for ten (10)
years or as long as the System is the radio system on which the City operates,
whichever is less.
b. City Subscriber Equipment. The City agrees to maintain functionality of the City
Subscriber Equipment per industry standard preventative maintenance practices
and to ensure the continued functionality of the City Subscriber Equipment in
accordance with the Specifications for ten (10) years or as long as the System is
the radio system on which the City operates, whichever is less.
c. Warranties and Warranty Claims. City acknowledges that the System is subject to
only those representations and warranties provided by Motorola pursuant to the
Communications System Agreement.
Within the Warranty Period, County agrees to promptly assert warranty claims to
Motorola for City Subscriber Equipment upon City’s written request. City agrees
to send written notice of the need for a warranty claim to County as soon as
reasonably practicable. City agrees to provide all other assistance as County may
reasonably require in the enforcement of the warranty provisions of the
Communications System Agreement.
10. PAYMENT.
a. By County to Motorola. The County will be responsible for payment to Motorola
pursuant to the payment terms in the Communications System Agreement and the
Lease Agreement.
b. By City to County. The City will make the following payments to the County for
the City Subscriber Equipment under the Communications System Agreement
and the Lease Agreement:
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Payments Due Date Amount Interest Rate
Payment #1 November 30, 2018 $504,999.71 0.00%
Payment #2 November 30, 2019 $504,999.71, plus
interest thru
12/31/2019.
Estimated total
payment of
$520,099.20
2.99% from
12/31/2018 thru
12/31/2019.
c. The City reasonably believes that sufficient funds can be obtained to make the
payments to the County for the City Subscriber Equipment. The City agrees that
it will take all necessary steps to appropriate and budget adequate funds to make
the payments to the County in the amounts and by the dates set forth in the
payment schedule at paragraph 10(b) above. However, County understands
annual budgets and appropriations are subject to City Commission approval.
d. If, within five (5) years of the Effective Date, County buys subscriber equipment
that is reasonably functionally equivalent to the City Subscriber Equipment for
any governmental entity, agency or department other than a Gallatin County
entity, agency, or department, it will (i) reimburse the City the amounts that the
City has paid to the County for the City Subscriber Equipment, or (ii) include the
City Subscriber Equipment in the County’s financing of the System if City has
not yet paid County for the City Subscriber Equipment. Upon the reimbursement
described in subsection (d)(i), this Agreement will terminate and title to the City
Subscriber Equipment will revert to the County; the City may retain possession of
the City Subscriber Equipment despite the reversion of ownership to the County.
11. EXTENSION OR TERMINATION. This Agreement may be extended or
terminated upon mutual written consent of the Parties. If the Parties terminate the Agreement
prior to the City’s complete satisfaction of the payment schedule at paragraph 10(b) above, the
Parties agree to reasonably cooperate to enter a separate written agreement for the disposition of
the System and any proration of payments. Until such agreement is entered, the City shall
continue to make the payments to the County per the payment schedule at paragraph 10(b)
above. The rights and obligations contained within this paragraph do not apply to termination of
the Agreement under paragraph 10(d) above.
12. NON-WAIVER. Waiver by either party of strict performance or any provision
of this Agreement shall not be a waiver of or prejudice to the party's rights to require strict
performance of the same provision in the future or of any other provisions.
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13. TIME OF ESSENCE. It is mutually agreed that time is of the essence in the
performance of all covenants and conditions to be kept and performed under the terms of this
Agreement.
14. HEADINGS. The section headings contained herein are for convenience and
reference and are not intended to define or limit the scope of any provision of this Agreement.
15. NOTICES. All notices required under this Agreement shall be deemed properly
served if delivered in writing, personally or sent by certified or registered mail to the last address
previously furnished by the parties hereto. Until hereafter changed by the parties by notice in
writing, notices shall be sent to the Gallatin County Administrator, 311 West Main Street,
Bozeman, Montana 59715, and to the City Manager, City of Bozeman, PO Box 1230, Bozeman,
Montana 59771-1230. The date of mailing shall be deemed the date of such notice and service
thereof.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Parties with regard to the subject matter hereof. No alterations, modifications, or
additions to this Agreement shall be binding unless reduced to writing and signed by the parties
to be charged herewith. No covenant, term or addition to this Agreement shall be deemed
waived by either party unless such waiver shall be reduced to writing and signed by the parties.
17. APPLICABLE LAW, VENUE AND ATTORNEY’S FEES. This Agreement
shall be governed by the laws of the State of Montana and any action to enforce any right or
obligation shall be brought in the Eighteenth Judicial District, Gallatin County. The prevailing
party in any action to enforce this Agreement shall be entitled to attorney’s fees including those
of the City Attorney’s Office or County Attorney’s Office.
18. COMPLIANCE WITH LAW. The Parties shall comply with all applicable
federal, state, and local law in performing under this Agreement.
19. ASSIGNMENT. Neither Party may assign, transfer, or convey any right or
obligation set forth in this Agreement without the prior written consent of the other Party.
20. AMENDMENTS. The terms and conditions of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the Parties. No oral
modification shall be enforceable.
21. SEVERABILITY. The provisions of this Agreement shall be deemed
independent and severable, and the invalidity, partial invalidity, or unenforceability of any one
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provision or portion thereof shall not affect the validity or enforceability of any other provision
herein.
22. EFFECTIVE DATE. This Agreement shall be effective after approval by the
respective governing bodies and on the date the last Party executes this Agreement.
23. MEDIATION. Should a dispute arise as to the meaning of any provision of this
Agreement or the Parties’ respective rights and obligations under this Agreement that cannot be
resolved by the Parties’ representatives administering this Agreement, the dispute shall be
submitted to mediation. A request to mediate shall be submitted in writing by the Party desiring
mediation and shall specify the dispute for mediation. Within ten (10) working days after receipt
of a request for mediation, the Party receiving the request shall submit a written response stating
its position on the dispute.
If no agreement or resolution is reached within ten (10) working days after receipt of the
response by the requesting Party, the requesting Party shall provide a list of three (3) names of
mediators to the other Party, who shall strike one name from the list. The Party requesting
mediation shall then strike a name.
Any decision or recommendation of the mediator is not binding on the Parties. Each
Party shall be equally responsible for the costs of the mediation.
If the Parties are unable to resolve the dispute through mediation, then such dispute shall be
resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of
this Agreement.
24. RECORDATION. The County will be responsible for filing an executed copy
of this Agreement with the Gallatin County Clerk and Recorder and Montana Secretary of State
as required by Section 7-11-107, MCA, and will provide a copy of the recorded document to the
Bozeman City Clerk. Cost of filing will be shared equally.
25. SURVIVAL OF TERMS. The following provisions will survive the expiration
or termination of this Agreement for any reason: paragraph 7 – Contractual Obligations;
paragraph 8(a) – Software Licenses; and the general provisions in paragraphs 12 through 23.
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GALLATIN COUNTY COMMISSION CITY OF BOZEMAN
By: ________________________________ By: ________________________________
Don Seifert Dennis Taylor
Its: Chairman Its: Interim City Manager
Date: Date:
ATTEST: ATTEST:
___________________________________ ____________________________________
Charlotte Mills Robin Crough
Gallatin County Clerk and Recorder Bozeman City Clerk
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