INTERGOVERNMENTAL AGREEMENT G-30234 RE DPS.PDF
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DPS CONTRACT NO. __________ Page 1 of 12 INTERGOVERNMENTAL AGREEMENT BETWEEN THE STATE OF ARIZONA, DEPARTMENT OF PUBLIC SAFETY AND MARICOPA COUNTY, ARIZONA G-30234 C-78-22-_ _ _ - X-00 This Intergovernmental Agreement (“Agreement”), effective on the date last signed below, is between the State of Arizona, Department of Public Safety (“AZDPS”) and Maricopa County, a political subdivision of the state of Arizona (“COUNTY”). COUNTY is authorized to enter into this Agreement pursuant to A.R.S. §11-201, §11-251 and §11-952. AZDPS is authorized to enter into this Agreement pursuant to A.R.S. §41-1713 et seq. and §11-952. The purpose of this Agreement is to fulfill the need for the establishment and maintenance of modern and reliable radio communication systems for AZDPS and COUNTY. Use of AZDPS sites by COUNTY and use of COUNTY sites by AZDPS will enhance the communications systems of both parties. THEREFORE, in consideration of the mutual promises herein, the parties agree as follows: 1. Site Availability. This Agreement includes all AZDPS and COUNTY radio sites where space and technical parameters allow non-interfering operation between existing services and any new services proposed by AZDPS or COUNTY. AZDPS and COUNTY will make its respective radio sites available for the co-location of the radio communications equipment of the other, to the fullest extent that is technically and legally feasible, pursuant to the terms of this Agreement. 2. Site-Specific Terms. AZDPS and COUNTY will enter into a Site-Specific Supplemental Agreement (“SSSA”) for each site utilized under this Agreement. SSSAs will be reviewed and updated as needed by AZDPS and COUNTY. 3. Definitions. The agency whose site is utilized will be referred to as the “Host Agency” and the agency utilizing the site will be referred to as the “Benefiting Agency” in this Agreement and any SSSAs. 4. Component Costs. Unless otherwise specified in SSSAs, all radio communications system components will be provided by the Benefiting Agency and the cost of planning, construction, installation, operation, engineering and maintenance of those systems will be borne by the Benefiting Agency. If any improvements that exist on the sites need to be removed and/or relocated to construct or install the Benefiting Agency’s equipment and/or communication systems, the removal and/or relocation of the improvements and the associated costs shall be borne solely by the Benefiting Agency. DPS CONTRACT NO. __________ Page 2 of 12 5. Benefiting Agency Obligations. The Benefiting Agency agrees to: (a) Provide maintenance for Benefiting Agency’s radio communications equipment using agency personnel or technical personnel from an outside service provider acceptable to the Host Agency. A Benefiting or Host Agency representative must be present when work is performed by an outside service provider. (b) Contact the Host Agency to coordinate installation or removal of equipment. Installation and construction of the communication systems and equipment on the sites is contingent upon Benefiting Agency obtaining all legally required permits and approvals from the appropriate local jurisdiction. Approval of an SSSA or any amendment to an SSSA shall not be considered the granting of a permit or receipt of any type of approval from the Host Agency or the agency with jurisdiction. (c) Provide the Host Agency with current copies of FCC/NTIA licenses needed to operate radio communications equipment. (d) Notify the Host Agency when entering or leaving Host Agency’s buildings. (e) Obtain any right-of-way or access agreements necessary for Benefiting Agency or its outside service providers to access a radio communications site. (f) Ensure installed equipment meets all Motorola R56 2017 requirements and any other installation standards set forth by Host Agency. (g) Be responsible for providing quality control by means of physical inspections, radio acceptance, and other testing to ensure the installation of equipment meets Host Agency and FCC/NTIA standards. (h) Benefiting Agency shall ensure the security of the sites and will not allow unauthorized persons to have access thereto. Benefiting Agency will not allow nonofficial use of the sites without prior written consent of the Host Agency. (i) Upon request from Host Agency, provide copies of as-built drawings to Host Agency. (j) Obtain approval from Host Agency before making any changes (with the exception of normal maintenance and upkeep) to the equipment installed at the sites as described in the SSSAs. (k) Repair any adverse effects (including, but not limited to, radio frequency interference) caused by Benefiting Agency’s equipment. Host Agency will notify Benefiting Agency of any adverse effects reported to it by external entities. (l) Use the site solely for communication systems for public safety and welfare and those uses necessary to operate such communication systems. DPS CONTRACT NO. __________ Page 3 of 12 (m) If the site will require upgrades, improvements, and/or retrofits to accommodate the communication systems, then Benefiting Agency shall, at its sole cost and expense, reimburse Host Agency for the cost to design, permit, and construct the upgrades, improvements, and/or retrofits. (n) Pay, or cause to be paid, taxes of whatever character which may be levied or charged upon the rights of the Benefiting Agency to use the site and/or the communication systems pursuant to this Agreement. 6. Host Agency Obligations. The Host Agency agrees to: (a) Provide engineering and rigger services, if requested by Benefiting Agency, to install radio communications equipment, antennas, and antenna feed lines. Benefiting Agency will reimburse Host Agency for these and any other Additional Services as described in Paragraph 8. (b) Contact any associations and/or landlords (e.g., BLM, Forest Service, State Land) to obtain any necessary permissions for this additional use and submit to the Benefiting Agency for reimbursement any additional costs to these entities caused by the Benefiting Agency’s installation of equipment. (c) Provide commercial AC power and, where available, standby AC power at cost. No markup of utility charges will occur and the total due will be the net amount per billing period from all sites under this Agreement and associated SSSAs. Other power arrangements may be agreed upon within the SSSAs. (d) Review and approve of the communication systems and equipment preliminary placement design within a reasonable time from submittal. 7. Entry and Inspection. The Host Agency shall have the right at all times to enter onto and inspect the sites and the communication systems and equipment on the sites. Host Agency will notify Benefiting Agency of any unsatisfactory condition relative to the construction, management, operation and maintenance of the sites and the communication systems and equipment on the sites. Benefiting Agency shall take immediate action to correct such condition(s) at Benefiting Agency’s expense. 8. Additional Services. Should the Host Agency be asked to perform any additional installation, maintenance, or other tasks (“Additional Services”), the Benefiting Agency will reimburse the Host Agency for all Additional Services requested at the current rates in effect: (a) For each hour of employee time plus all related expenses for each class of employee engaged in the Additional Services. Authorized overtime must be reimbursed at one and one-half times the hourly rate. (b) For all parts or supplies purchased by the Host Agency to provide Additional Services. This will include actual costs incurred for the purchase of all parts or supplies plus any taxes, shipping, or other fees charged by the vendor. Neither agency will charge any DPS CONTRACT NO. __________ Page 4 of 12 subsequent mark-up, administrative, or handling charges on any parts or supplies purchased to perform the Additional Services. 9. Host Availability. Host Agency will provide the Additional Services Monday through Friday 8:00am to 4:00pm (excluding State holidays), with the following exceptions: (a) Fixed radio equipment maintenance services twenty-four hours per day, seven days per week, to be billed pursuant to Paragraph 13. Anticipated response time for Network Operations Center (“NOC”) to conduct initial investigation of fixed equipment outage will be one hour. However, actual repair time will depend on the nature of the issue, availability of repair parts, and the location and accessibility of the site. (b) Anticipated response time for engineering design will be on an availability basis. 10. Attachments. Contact information for both parties at the time of the execution of this Agreement is included as “Attachment 1”. Both parties must provide written notice of any changes to contact information to the other party as soon as reasonably possible. Current rates in effect for services rendered by AZDPS at the time of the execution of this Agreement are included as “Attachment 2”. AZDPS may change these rates with sixty days written notice. Updates to Attachment 1 or Attachment 2 will not be considered alterations to the Agreement for the purposes of Paragraph 17. 11. Upgrade Requirement. The Host Agency may, at its discretion, designate certain equipment installed by the Benefiting Agency. at Host’s sites to be obsolete and/or incompatible with the operation of the Host’s communications system. The Benefiting Agency agrees to purchase and install replacement equipment within twelve months of written notice from the Host Agency. Failure to do so will result in removal of the designated obsolete/incompatible equipment and disabling of the communications functions provided by that equipment at Benefiting Agency’s expense. 12. Site Billing. The Host Agency will submit an invoice to the Benefiting Agency on an annual basis for site billing as described in the SSSAs. The final total will be the net amount due after all site-specific costs are computed. The invoice will include a list of all sites for which fees are charged and the specific amount charged for each site. Unless otherwise agreed upon, invoices will be transmitted electronically via email and payment will be remitted via electronic funds transfer. Payment for the first year for any individual site will be prorated from the date last signed below to the end of the state fiscal year. Thereafter, annual fees will be assessed July 1 – June 30. Payments will be due by July 31. Other payment arrangements may be agreed upon within the SSSAs. 13. Service Billing. The Host Agency will submit an invoice to the Benefiting Agency on a quarterly basis for all services performed pursuant to this Agreement. The final total will be the net amount due after all site-specific costs are computed. The billing will include a description of the locations involved and services performed. Unless otherwise agreed upon, billing will be transmitted electronically via email and payment will be remitted via electronic funds transfer. Other payment arrangements may be agreed upon within the SSSAs. All records regarding a bill or voucher, including employee time sheets and accounting logs, must be retained in compliance with A.R.S. § 35-214. DPS CONTRACT NO. __________ Page 5 of 12 14. Term and Termination. This Agreement will expire on June 30, 2027. This Agreement may be terminated prior to the expiration date by either party: (a) At the end of any fiscal year due to non-appropriation of funds without any penalty or liability to the other party. (b) By written notice for cause or for no cause at least sixty (60) days prior to the effective date of such termination. (c) For failure of either party to comply with specific requirements of this Agreement which will constitute an event of default. A party shall provide written notice of default to the other party in accordance with the terms of this Agreement. A failure of the defaulting party to cure the default within thirty (30) days of receipt of the written notice will be sufficient cause for termination of this Agreement. Notwithstanding the foregoing, if the default cannot reasonably be cured within the thirty (30) day period, the parties may mutually agree to extend the time period to cure the default. 15. Return of Property. Upon termination or cancellation of this Agreement, property used to provide the above-stated services which belong to AZDPS or COUNTY will, within a reasonable time period not to exceed ninety days, be removed from service by the Benefiting Agency or at the Benefiting Agency’s expense and returned to the respective owner or to a mutually-agreed-upon location. 16. Return of Premises. At the termination or expiration of this Agreement, Benefiting Agency, at its sole cost, shall remove the communication systems and equipment and restore the site to as similar condition as possible as prior to the installation as directed by Host Agency within sixty (60) days, weather permitting. If the removal and restoration cannot reasonably be completed within the sixty (60) day period, the parties may mutually agree to extend the time period. 17. Alteration in Writing, Notice. Upon execution of this Agreement, all previous understandings and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement are terminated. This Agreement may be amended or changed only upon written agreement of both parties. Any notice or other communications required under this agreement will be made in writing and addressed to the following Designated Agents: COUNTY Chairman, Maricopa County Board of Supervisors 301 W Jefferson St. Phoenix, AZ 85003 With a Copy to: Director, Real Estate Department Maricopa County 2801 West Durango Street Phoenix, AZ 85009 DPS CONTRACT NO. __________ Page 6 of 12 AZDPS AZDPS Wireless Systems Manager Arizona Department of Public Safety P.O. Box 6638, Mail Drop 2800 Phoenix, AZ 85005-6638 18. SSSA Creation and Modification. SSSAs may be created or modified by AZDPS or COUNTY and will be incorporated into this agreement upon approval of the Designated Agents of each party. 19. Third Party Agreements. Unless otherwise explicitly stated in a SSSA, the Benefiting Agency. is not granted the authority to enter into any other agreement with a third party to install new communication equipment at the Host Agency’s sites without formal written approval from the Host Agency. 20. Indemnification. Each party (as "indemnitor") agrees to indemnify, defend, and hold harmless the other party (as "indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "claims") arising out of bodily injury of any person (including death) or property damage, but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, it's officers, officials, agents, employees or volunteers. 21. Conflict of Interest. The requirements of A.R.S. §38-511 apply to this Agreement. Either party may cancel this Agreement, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of such party is, at any time while this Agreement or any extension is in effect, an employee or agent of the other party with respect to the subject matter of this Agreement. 22. Arbitration. The parties to this Agreement agree to resolve all disputes arising out of or relating to this Agreement through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. §12-1518 except as may be required by other applicable statutes. 23. Non-Discrimination. The parties shall comply with Executive Order 2009-09, which mandates that all persons, regardless of race, color, religion, sex, age, national origin, or political affiliation, shall have equal access to employment opportunities, and all other applicable State and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. The parties shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin, or disability. 24. E-Verify. Both parties acknowledge that immigration laws require them to register and participate with the E-Verify program (employment verification program administered by the United States Department of Homeland Security and the Social Security Administration) or any successor program as they both employ one or more employees in this state. Both parties warrant that they have registered with and participate in E-Verify. If either party later determines that the other party has not complied with E-Verify, it shall notify the non- DPS CONTRACT NO. __________ Page 7 of 12 compliant party by certified mail of the determination and of the right to appeal the determination. (a) Both parties warrant compliance with all Federal Immigration laws and regulations relating to employees and warrant compliance with A.R.S. §23-214(A). (That section reads: “After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the e-verify program…”) (b) A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the contract and either party may be subject to penalties up to and including the termination of the contract. (c) Failure to comply with a State audit process to randomly verify the employment records of the parties and any subcontractors shall be deemed a material breach of the contract and the parties may be subject to penalties up to and including the termination of the contract. (d) Either party retains the legal right to inspect the papers of any employee whose work is related to this Agreement to ensure that the other party or a subcontractor is complying with the warranty under paragraph 24(a). 25. Records Retention. Pursuant to A.R.S. §35-214, both parties shall retain and shall contractually require each subcontractor to retain all data, books, and other records (collectively “Records”) relating to this Agreement for a period of five years after completion of the Agreement. All Records shall be subject to inspection and audit by the State at reasonable times. Upon request, the parties shall produce the original of any or all such Records. 26. Allocation of Funds. Every payment obligation of AZDPS or COUNTY under this Agreement is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of the Agreement, this Agreement may be terminated by AZDPS or COUNTY, as the case may be, at the end of the period for which funds are available. No liability shall accrue to AZDPS or COUNTY in the event this provision is exercised, and neither AZDPS nor COUNTY shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. 27. Compliance with Laws. Each party shall comply with all federal, state and local laws, rules, regulations, standards and Executive Orders in fulfillment of this Agreement. Any changes in the governing laws, rules and regulations during the term of this Agreement shall apply and do not require an amendment to this Agreement. 28. Insurance. The parties to this Agreement are each self-insured. During the entire time that this Agreement is in force, each party, at its sole cost and expense, shall carry and maintain levels of insurance that are considered standard for the uses and responsibilities set forth in this Agreement. 29. No Assignment. Neither party to this Agreement shall assign any of the rights received pursuant to the terms of this Agreement without the prior written consent of the other party. DPS CONTRACT NO. __________ Page 8 of 12 30. No Partnership or Joint Venture. Nothing contained in this Agreement shall create any partnership, joint venture or other such arrangement between the parties. Except as expressly provided herein, no term or provision of this Agreement is intended or shall be for the benefit of any person or entity not a party hereto, and no such other person or entity shall have any right or cause of action hereunder. 31. Venue; Governing Law. The proper venue for any proceeding at law or in equity shall be Maricopa County, Arizona and the parties hereby waive any right to object to venue. This Agreement shall be construed in accordance with and be governed by the laws of the State of Arizona. 32. Entire Agreement. This Agreement, together with any exhibits attached hereto constitutes the entire agreement between the parties and sets forth all of the covenants, promises, agreements, conditions and understandings between the parties, and there are no covenants promises, agreements, conditions or understandings, either oral or written, between the parties other than as set forth herein. This Agreement shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the drafting party. This Agreement cannot be modified or changed except by a written instrument executed by both parties. Each party has reviewed this Agreement and has had the opportunity to have it reviewed by legal counsel. This Agreement does not imply authority to perform any tasks, or accept any responsibility, not expressly stated in this Agreement. This Agreement does not create a duty or responsibility unless the intention to do so is clearly and unambiguously stated in this Agreement. 33. Waiver. Waiver by either party of any breach of any term, condition or covenant herein contained shall not be deemed to be a waiver of any other term, condition or covenant herein, or of a subsequent breach of any term, covenant or condition herein. Either party's consent to, or approval of, any subsequent or similar act shall not be deemed to render unnecessary the obtaining of either party's consent to, or approval of, any subsequent or similar act by the other, to be construed as the basis of an estoppel to enforce the provision or provisions of this Agreement requiring such consent. 34. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be valid under applicable law, but if any provision shall be invalid or prohibited thereunder, such provision shall be ineffective to the extent of such prohibition or invalidation but shall not invalidate the remainder of such provision or the remaining provisions of this Agreement. 35. Authority to Execute. Each party represents and warrants that the person who executes this Agreement is duly authorized to execute and deliver this Agreement on behalf of said governmental entity, and that all approvals have been obtained and that this Agreement is binding on said entity in accordance with its terms. 36. Headings. Sections and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. DPS CONTRACT NO. __________ Page 9 of 12 37. Cooperation. The parties agree to cooperate in the execution and/or delivery to each other such other instruments and documents as may be reasonably necessary to fulfill the covenants and obligations to be performed by the parties pursuant to this Agreement. 38. Agreement as License. The Parties intend and mutually agree that this Agreement shall be construed as a mere license by Host Agency to Benefiting Agency to install the communication systems and equipment and operate them. This Agreement shall not be construed as a lease, sublease, rental agreement or easement. It is understood and mutually agreed that Host Agency has no interest whatsoever in the communication systems or equipment. 39. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto are upon the same instrument. DPS CONTRACT NO. __________ Page 10 of 12 IN WITNESS WHEREOF, the parties hereto agree to carry out the terms of this Agreement and have executed this Agreement the day and year last signed below. AZDPS Maricopa County __________________________ _____________________________ Heston Silbert, Colonel Bill Gates Director Chairman, Board of Supervisors Arizona Department of Public Safety Maricopa County, Arizona __________________________ _____________________________ Date Date ATTEST: _____________________________ Clerk of the Board _____________________________ Date APPROVED AS TO FORM APPROVED AS TO FORM __________________________ _____________________________ Assistant Attorney General Deputy County Attorney __________________________ _____________________________ Date Date DPS CONTRACT NO. __________ Page 11 of 12 ATTACHMENT 1 Contact Information for AZDPS AZDPS Wireless Systems Bureau Manager (602) 223-2106 Fax: (602) 223-2679 AZDPS Network Operations Center (602) 223-2245 AZDPS Security (after work hours) (602) 223-2283 AZDPS Billing email address radiobillings@azdps.gov Contact Information for COUNTY General Contact Maricopa County Real Estate Department ATTN: Director of Real Estate 2801 West Durango St Phoenix, AZ 85009 DPS CONTRACT NO. __________ Page 12 of 12 ATTACHMENT 2 ARIZONA DEPARTMENT OF PUBLIC SAFETY WIRELESS SYSTEMS BUREAU BILLING RATES (PER HOUR, BILLED IN 30 MINUTE INCREMENTS) Telecommunications Supervisor $61.00 Telecommunications Engineer $62.00 Telecommunications Drafting Technician $39.00 Generator Technician $44.00 Tower Technician $46.00 Telecommunications Technician $49.50 Telecommunications Project Manager $69.00 Radio Operations and Usage Reimbursement (per radio, per month) $100.00 Antenna Operations and Usage Reimbursement (per antenna, per month) $100.00 RATES FOR SPECIALTY VEHICLES AND AIRCRAFT (PER HOUR) Helicopter $498.00 Snow Cat $110.00 Billing Rates last revised July 14, 2021