SUN CITY WEST POSSE AGREEMENT.PDF

AGREEMENT
BETWEEN
MARICOPA COUNTY
AND THE
SUN CITY WEST POSSE, LLC
FOR
RADIO MAINTENANCE SERVICES AND ACCESS TO THE WIRELESS SYSTEM
C-41-20-004-3-00
This Agreement is between Maricopa County, a political subdivision of the State of Arizona, through its
Office of Enterprise Technology, (collectively, County) and the Sun City West Posse, LLC, an Arizona
limited liability company (Posse).
The purpose of this Agreement is for the County to provide radio maintenance services to the Posse in
exchange for Posse Services to the County. The County recovers its costs for this service by the services
provided by the Posse to the County.
AUTHORITY
1. Arizona Revised Statutes (A.R.S.) §§ 11-201 and 11-251 authorize the County to enter into
contracts for the disposition and use of its property.
2. A.R.S. § 11-201 authorizes the Board of Supervisors to act on behalf of the County.
3. The Commander of the Sun City West Posse has the authority to enter into the agreement
between Maricopa County and the Sun City West Posse, LLC for Radio Maintenance
Services.
4. This Agreement shall not be construed to imply authority to perform any tasks, or accept any
responsibility, not expressly set forth herein. This Agreement shall be strictly constructed
against the creation of a duty or responsibility unless the intention to do so is clearly and
unambiguously set forth herein. This Agreement shall not be modified or extended except by
written instrument adopted in accordance with the requirements for adopting a new
agreement.
1. Definitions and Notes.
1.1. “Agreement” means this written document between Maricopa County and the Sun City West
Posse.
1.2. “County” means Maricopa County.
1.3. “Dead Spot” means an area within a cell where service is not available. A dead spot is
usually caused by hilly terrain that blocks the signal to or from the cell tower. It can also
occur in tunnels and indoor parking garages. Excessive foliage or electronic interference can
also cause dead spots.
1.4. “Posse Services” includes but is not limited to traffic management, street patrols, missing
person assistance, medical emergency, fire alarm assistance, vacation watch patrol, accident
assistance, and suspicious person assistance. Posse services may be expanded to include other
services upon written agreement between the parties.
1.5. “Shall” means mandatory.
1.6. “Wireless Radio System” refers to the Maricopa County wide-area 700 MHz communication
network.
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1.7. “CenturyLink Demarc” means the boundary or demarcation between the carrier equipment
and the customer purchased equipment. In this case, the carrier equipment is CenturyLink,
and the customer purchased equipment is the Wireless Radio System.
1.8. Anything stated in the singular includes the plural.
2. Duration and Effective Date.
This Agreement shall be effective upon execution of the last signer. This Agreement is for five (5)
years with an automatic renewal at the end of every fifth year unless otherwise terminated by either
party according to the Cancellation and Termination provisions of this Agreement.
3. COUNTY RESPONSIBILITIES
3.1. Access to Wireless Radio System.
The County agrees to allow the Posse to access and use the Wireless Radio System. The
County shall perform the one-time, initial set up for each radio to utilize the Wireless Radio
System. No other person or agency is authorized to program the radio setup other than a
member of the County Wireless Radio Services division. The County shall tailor the
programming of the radios to the specific needs of the Posse as identified by the Posse. The
Posse’s use of the Wireless Radio System is limited to the channels or groups as programmed
by the County.
3.2. Maintenance and Repair of the Wireless Radio System.
The County is responsible for maintaining communications activity within the Wireless
Radio System. The County agrees by and through its Wireless Radio Services division, to
perform such radio maintenance and programming during business hours Monday through
Friday 06:00-16:30 to the radio equipment used by the Posse. The County shall provide to
the Posse an after-hours “on call” number at the County for radio equipment maintenance.
3.3. Additional Equipment and Maintenance (non-Wireless Radio System).
The County Director of Wireless Radio Services is authorized to approve other additional
telecommunications equipment for use by the Posse in support of Maricopa County. The
County may perform maintenance and repair for other authorized non-Wireless Radio System
radio equipment when the County is available. The County shall not stock any special parts
for non-Wireless Radio System radio equipment.
3.4. Proof the Wireless Radio System is Properly Maintained.
The County agrees to provide the Posse the appropriate level of maintenance for an
operational Wireless Radio System. Maintenance logs for Posse equipment can be obtained
by request on an annual basis.
3.5. Pricing for Services.
The County will charge a one-time set up fee for each radio. The County may exchange
services from the Posse for the cost of the one-time setup fee for each radio. The County
Director of Wireless Radio Services is authorized to act on behalf of the County to establish
cost estimates and time schedules when necessary. The County Director of Wireless Radio
Services shall notify the Posse in writing of any price increases for labor costs prior to the
increase.
3.6. County Response for Services.
The County shall respond to requests for radio set-up, repair, and maintenance services from
the Posse on equipment installed and or authorized by the County using the same time frame
and schedules as for other departments. Upon request from the Posse, the County may supply
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other communications services, such as engineering, licensing, etc., wherever possible in
relation to radio services. Any maintenance services or functions performed by the County
shall be completed at the times and circumstances that do not interfere with the performance
of regular County or Posse operations.
3.7. Posse’s Financial Responsibility.
Services described in this agreement shall not be performed unless the Posse has previously
appropriated funds to cover the costs.
3.8. No Stocking of Special Parts.
The County shall not stock any special parts for the Posse’s equipment, other than parts
common to County equipment.
3.9. Equipment Failure.
If the Posse’s communication system experiences a partial or a full system communication
failure, and if the County is aware of the failure, it shall contact the Posse to coordinate
resolution of the error or failure.
3.10. Indemnification.
Neither the Posse nor its officers and employees shall assume any liability for the negligence
of any County employee for any defective or dangerous condition of communications
equipment belonging to the County as a result of the work authorized to be performed, and
the County shall hold the Posse employees harmless from, and shall defend the Posse
employees against any claim for damages resulting therefrom.
Neither the Posse nor its officers and employees shall be deemed to assume any liability for
the negligence of any County officer or employee for any act or failure to act by the County
under this agreement, and the County shall hold the Posse and its officers and employees
harmless from and shall defend the Posse against any claim for damages resulting therefrom.
4. POSSE RESPONSIBILITIES
4.1. Posse Services for Radio Set-Up and Use of Wireless Radio System.
The Posse agrees to provide Posse Services, as defined in this Agreement, to Maricopa
County in exchange for the use of the Wireless Radio System.
4.2. Posse Must Purchase and Maintain Specific Equipment.
The Posse agrees to purchase the appropriate equipment for the use of the Wireless Radio
System. The Posse agrees to only have an authorized member of the County Wireless Radio
Services division program the radios and equipment used for access to the Wireless Radio
System. The Posse agrees to maintain all equipment that accesses the Wireless Radio System
to ensure equipment is operating properly at all times.
4.3. Equipment Failure Procedure.
The Posse will ensure the following procedure is complied with whenever a partial or full
system failure occurs on any communications equipment accessing the Wireless Radio
System. The Posse will ensure their owned radio equipment is fully operational and verify
their equipment did not cause or contribute to the failure. If the Posse’s owned radio
equipment contributed to the failure, the Posse will correct the error or failure. Upon
completion of either the verification or the correction, the Posse will then notify the County
of the results.
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4.4. Unauthorized Use of Wireless Radio System.
Unauthorized use of the Wireless Radio System by the Posse will result in immediate
termination of the use of the system and of this Agreement.
4.5. Indemnification.
Neither the County nor its officers and employees shall assume any liability for the
negligence of any Posse volunteer, officer, or employee for any condition or failure of
communications equipment belonging to the Posse as a result of the work authorized to be
performed; and the Posse shall hold County members, officers, and employees harmless
from, and shall defend County members, officers, and employees against any claim for
damages resulting therefrom.
Neither the County nor its members, officers, and employees shall be deemed to assume any
liability for the negligence of any Posse volunteer, officer, or employee for any act or failure
to act by the Posse under this agreement, and the Posse shall hold the County, its members,
officers, and employees harmless from and shall defend the County against any claim for
damages resulting therefrom.
4.6. Commercial General Liability Insurance.
Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance
with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed
Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include
coverage for premises liability, bodily injury, broad form property damage, personal injury,
products and completed operations and blanket contractual coverage, and shall not contain
any provisions which would serve to limit third party action over claims. There shall be no
endorsement or modifications of the CGL limiting the scope of coverage for liability arising
from explosion, collapse, or underground property damage.
4.7. Certificates of Insurance.
Prior to the commencement of the Agreement, Posse shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by the Agreement in
the form provided by the County, issued by Posse’s insurer(s), as evidence that policies
providing the required coverage, conditions and limits required by this Agreement are in full
force and effect. Such certificates shall identify this Agreement number and title.
In the event any insurance policy (ies) required by this Agreement is (are) written on a
“claims made” basis, coverage shall extend for two years past completion and acceptance of
Posse’s work or services and as evidenced by annual Certificates of Insurance.
If a policy does expire during the life of the Agreement, a renewal certificate must be sent to
County fifteen (15) days prior to the expiration date.
5. Licensing.
The Posse agrees to comply with any applicable licensing requirements dictated by the Federal
Communications Commission.
6. Property.
Upon termination of this Agreement, all property involved will revert to the owner. Termination will
not relieve any party from liabilities or costs already incurred under this Agreement, nor affect any
ownership of property pursuant to this Agreement.
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7. Amount of Agreement, Payment, Invoicing Procedures.
Services will be performed at the prevailing rates for time and materials. The County will invoice on
a monthly basis for services performed in the prior month. The Posse shall make prompt payment. If
there is an increase in the cost of labor for radio maintenance, then the County shall notify the Posse
of this change prior to the increase. The County is authorized to exchange services from the Posse for
services provided by the County.
8. Procedure to Amend the Agreement.
This Agreement may be amended only in writing with the approval of the County Board of
Supervisors and the authorized representative of the Posse.
9. Renewal.
This Agreement shall be for a period of five (5) years commencing on the effective date of this
agreement and is automatically renewed for another five (5) years unless either party submits a
written notice of termination pursuant to the Cancellation and Termination section of this Agreement.
10. Cancellation and Termination.
10.1. Pursuant to A.R.S. § 38-511, the County or Posse may cancel this Agreement at any time
while the Agreement or an extension of the Agreement is in effect, without penalty or further
obligation if any person significantly involved in initiating, negotiating, securing, drafting or
creating the Agreement on behalf of the County or Posse is or becomes an employee of or a
consultant to any party to this Agreement, with respect to the subject matter of the
Agreement. The cancellation shall be effective when the County or Posse receives written
notice of cancellation unless the notice specifies a later time. The County may, by written
notice to the Posse immediately terminate this Agreement if the County determines that
employment or a gratuity was offered or given by the Posse or any agent or representative of
the Posse to any officer or employee of the County for the purpose of influencing the
securing of the Agreement, an amendment of the Agreement, or favorable treatment
concerning the Agreement. This influence includes the making of any determination or
decision regarding agreement performance.
10.2. In the event the Posse is no longer a registered county posse branch of Maricopa County, the
County will have the right to terminate this Agreement upon notice of the Posse’s inactive
status.
10.3. Unauthorized use of or tampering with the radio equipment, attempts to reprogram the radio
equipment or any unauthorized use of the radio equipment by the Posse will result in
immediate termination of the use of the system and of this Agreement.
10.4. Any party may terminate this Agreement in whole or in part, without cause, after providing
thirty (30) days’ written notice to the other party.
10.5. In the event of termination of this Agreement, the Posse shall pay the County as provided
herein all amounts due through the date of termination. The Posse shall make payment within
ten (10) business days of the date of termination.
11. Access to Information.
Subject to statutory confidentiality requirements and public records law, the Posse and the County
shall have full, complete and equal access to data and information prepared under this Agreement on
a no-charge basis. Both parties shall protect any confidential records from disclosure to the greatest
extent allowed by law. If a request is made for confidential records, each party shall notify the other
party prior to disclosure.
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12. Assignment.
Neither party may assign any rights hereunder without the express, written prior consent of the other
party.
13. Entire Agreement.
This Agreement represents the entire agreement between the Parties. It supersedes and replaces all
previous representations, understandings, and agreements, written or oral, relating to its subject
matter. No other understanding, oral or otherwise, regarding the subject matter of this Agreement
shall be deemed to exist or to bind any party.
14. Severability.
The provisions of this Agreement are severable to the extent that any provision or application held to
be invalid shall not affect any other provision or application of the Agreement. If any provision of
this Agreement is found invalid, then the remainder of the Agreement shall remain in effect without
the invalid provision or application.
15. Venue; Choice of Law.
The proper venue for any proceeding arising from this Agreement shall be Maricopa County,
Arizona. This Agreement shall be construed in accordance with and be governed by the laws of the
State of Arizona.
16. Non-Discrimination.
The County and Posse agree to comply with the Americans with Disabilities Act, and any other
applicable state and federal laws, rules regulations and executive orders governing equal employment
opportunity, nondiscrimination, and affirmative action.
17. Record Retention and Audit.
The County and the Posse shall retain all data, books and other records (records) relating to this
Agreement for a period of five (5) years after completion of the Agreement. All records shall be
subject to inspection and audit by the County at reasonable times. Upon request, the Posse shall
produce the original of any or all such records.
At any time during the term of this Agreement and five (5) years thereafter, the Posse shall be subject
to audit by the County, and where applicable, the federal government, to the extent that the books and
records relate to the performance of the Agreement.
18. Notices.
Any and all written notices required or permitted under this Agreement shall be given in writing and
personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid,
or by a recognized overnight delivery service, addressed as follows:
Notices to the County shall be addressed as follows:
Office of Enterprise Technology
Attn: Chief Information Officer
301 S. 4th Avenue
Phoenix, AZ 85003
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Notices to the Posse shall be addressed as follows:
Sun City West Posse, LLC
Att: Commander
20450 Stardust Blvd
Sun City West, AZ 85375
IN WITNESS WHEREOF, the parties hereto agree to carry out the terms of this Agreement. The attached
Exhibit A and the undersigned executing this Agreement on behalf of each party represent and warrant
that he/she is duly authorized to execute and deliver this Agreement on behalf of each party and that this
Agreement is binding on said party in accordance with its terms. Parties hereto have executed this
Agreement as of the date and year first set forth below.
MARICOPA COUNTY THE SUN CITY WEST POSSE, LLC
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
TYPED NAME: Bill Gates TYPED NAME: Myron Finegold
TITLE: Chairman of the Board of Supervisors TITLE: Commander
DATE: DATE:
ATTEST: Clerk of the Board
The foregoing Agreement has been submitted to the Maricopa County Attorney for review and approval.
The undersigned attorney has determined that said agreement is in proper form and is within the powers
and authority granted under the laws of the State of Arizona.
Dated this ___________ day of _____________________, 2019
By
Talia J. Offord, Maricopa County Deputy Attorney
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EXHIBIT A
Written Consent of Sole Member of Sun City West Posse, LLC
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