HomeMy WebLinkAboutDocumentation_Regular_Tab 04_7/9/2020Agenda Item #4.
Regular Council
STAFF MEMO
Meeting: Regular Council -Jul 09 2020
Staff Contact: Gus Medina, Police Chief
Department: Police
AM W I,, -
Approve Municipal Public Safety Communications Consortium of Palm Beach County, Inc.
Memorandum of Understanding
CRY: AW"
This Memorandum of Understanding (MOU) is between the Village of Tequesta and the Municipal
Public Safety Communications Consortium. The purpose of this agreement is to establish the terms
and conditions under which the Municipal Public Safety Communications Consortium provides public
safety radio communication system replacement.
JMDGET INFORMATION:
BUDGETED AMOUNT: AVAILABLE AMOUNT: EXPENDITURE AMOUNT:
$15;000.00 $157000.00 $157000.00
Additional Budgetary Information: Funding Source(s):
General Budget
N
NTIAL MOTION / DIRECTION REQUESTED:
nADcr`r%
Page 43 of 191
Agenda Item #4.
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MPSCC
Municipal Public Safety Communications Consortium
of Palm Beach County, Inc.
a Florida Not -for -Profit Corporation
26o Orange Tree Drive
Atlantis, Florida 33462
Phone: (561) 965-1700 *Fax: (561) 968-9443
Business email "opensky@mpsccradio.com"
Chairman Administrator
Robert Mangold Ernie Carr
Memorandum of Understanding
Between
Municipal Public Safety Communications Consortium
and Member Municipalities
Parties Palm Beach Gardens, Town of Palm Beach, City of Jupiter, Atlantis, Juno, Jupiter Inlet
Colony, North Palm Beach, Tequesta
Purpose The purpose of this MOU is to establish the terms and conditions under which the
Municipal Public Safety communications Consortium (MPSCC) provides public safety radio
communication system replacement, determining structure and cost.
This agreement between the aforementioned parties shall not establish any form or manner of a
formal agreement or contract, but rather an agreement between the parties to work together in
such a way that would promote the genuine atmosphere of collaboration in support of the
effective and efficient partnership.
The system replacement is designed to replace outdated technology and end of the life cycle that
will no longer be supported at an unknown date in the future by our radio vendor.
Term of MOU The MOU is effective upon the day and date signed and executed by the duly
authorized representative of the parties of this MOU and approved bodies of the parties'
representative of the municipalities. The MOU shall remain in full force and effect until system
completion or terminated or modified by the majority votes of the Board of Directors.
replacement system design and cost to be encumbered will require a majority vote by the Board
of Directors.
This MOU project is presently planned for approximately seven years. Because the future system
replacement technology can not be currently identified, neither can it's cost. After our down
payment it will require additional financing of the replacement system at the time of purchase.
Page 44 of 191
Agenda Item #4.
Responsibilities and obligations
1. Each year at the budget time agencies will verify the documentation of money set aside that is
identified in the subsection of the annual budget as their commitment to the system replacement
project.
2. Asper our existing contract, all equipment purchased as a result of this MOU remains the
property of the consortium.
3. Limitations on agency termination or withdrawal from this MOU...the MPSCC will maintain
radio system communications with their current radios as long as technically feasible if the
agency withdraws from the MOU before radio upgrade project completion.
4. Modification of the MOU only be done by the Board of Directors
5. Each entity's performance and obligation under this MOU is contingent upon the annual
budgetary appropriation representing the governing body each fiscal year.... unfunded shares of
the MOU will be brought before the Board to review the impact on the project.
6. If additional equipment is required as a result of the replacement system, this MOU will
follow the interlocal agreement contract as per the purchase of agency subscriber radio units.
Each agency will be responsible for the purchase of its subscriber units. These costs and others
like dispatch consoles will not be covered as part of the replacement system upgrade, that
equipment will be purchased by the individual agency and will be owned and maintained by the
agency.
Page 45 of 191
Agenda Item #4.
Municipal Public Safety Communications Consortium
Title
Title
Name
Name
Date
Date
Title
Name
Date
City of Palm Beach Gardens
Title
Name
Date
City of Jupiter
Title Title
Name Name
Date Date
Title
Name
Date
Town of Palm Beach
Title
Name
Date
Page 46 of 191
Agenda Item #4.
City of Atlantis
Title Title
Name Name
Date Date
Village of North Palm Beach
Title Title
Name
Date
Name
Date
Town of Juno Beach
Title Title
Name
Date
Title
Name
Date
Name
Date
Jupiter Inlet Colony
Title
Name
Date
Page 47 of 191
Agenda Item #4.
Title
► M N M-
Date
Tequesta
Title
Name
Date
Page 48 of 191
Agenda Item #4.
INTERLOCAL AGREEMENT
THIS INTERLOCAL AGREEMENT is made and entered into by and between the
Village of Tequesta, a Florida Municipal Corporation (hereinafter "TEQUESTA") and the
Municipal Public Safety Communications Consortium of Palm Beach County, Inc., an
entity created by the Florida Interlocal Cooperation Act of 1969 (hereinafter the "MPSCC").
wITNESSETH:
Now, THEREFORE, pursuant to Chapter 163, Part I, Florida Statutes, in consideration
of the mutual covenants herein contained and for other good and valuable consideration each to
the other, receipt of which is hereby acknowledged by each Entity, the Entities hereby enter into
this Interlocal Agreement to expand the MPSCC's Interoperable Radio System for
TEQUESTA's use, and agree, stipulate and covenant as follows:
ARTICLE I
DEFINITIONS AND CONSTRUCTION
Section 1.01. DEFINITIONS. As used in this Agreement, the following terms shall
have the meanings as defined unless the context requires otherwise:
"Act" means Chapter 163, Part I, Florida Statutes, which is sometimes cited as the
"Florida Interlocal Cooperation Act of 1969," as amended from time to time.
"Agreement" means this Interlocal Agreement, including any amendments and
supplements hereto executed and delivered in accordance with the terms hereof.
"Commencement Date" or "Effective Date" means the date that the last of the Entities
executes this Agreement.
"Entity" or "Entities" mean each or all, respectively, of TEQUESTA and/or the
MPSCC.
"Interoperable Radio System" means the MPSCC owned interoperable Soo MHZ
system which consists of Harrisg Open Sky9 radio infrastructure and Harrisg microwave
equipment. It includes Phase One, Phase Two and any future expansion of the interoperable Soo
MHZ system including the TEQUESTA Expansion contemplated by this Agreement once it is
completed and fully operational and made an integrated component of the Soo MHZ system.
"Members" means members of the MPSCC which currently include: City of Palm
Beach Gardens; City of west Palm Beach; Town of Palm Beach; City of Atlantis; Town of
Jupiter; Town of Juno Beach; Town of Jupiter Inlet Colony; North Palm Beach; and the Palm
Beach County School Board, which may be referred to individually or collectively.
"MPSCC Board" means the Board of Directors of the MPSCC.
Page 1 of 14
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Agenda Item #4.
"MPSCC Governing Agreement" means that Interlocal Agreement, a copy of which is
recorded in the Official Records Book 11528, Page 1283; that Second Amendment thereto, a
copy of which is recorded in the Official Records Book 20480, Page 1893; that Third
Amendment thereto; and, as the aforementioned documents may be amended from time to time
by the MPSCC Board and MPSCC Members.
"Phase one" means the initial design and construction of the Interoperable Radio System
for the City of Palm Beach Gardens, City of west Palm Beach and the Town of Palm Beach.
"Phase Two" means the expansion of the Interoperable Radio System including, but not
limited to, all backbone infrastructure, equipment, software, hardware, licenses, permits and any
related leases for said expansion and all equipment necessary for certain MPSCC Members not
in Phase One (excluding the Palm Beach County School Board) to gain access to and utilize the
Interoperable Radio System.
"TEQUESTA Equipment" means TEQUESTA's owned subscriber units such as
handheld and mobile radios and control stations that have the ability to be programmed and used
on the Interoperable Radio System and that equipment defined as "User Specific Items" in the
MPSCC Governing Agreement. This shall also include those sites, licensing agreements),
leasing agreement(s) and other structures, facilities and equipment which is not part of the
"Backbone System" as defined in the MPSCC Governing Agreement.
All other terms in this Agreement shall have the same meaning as those terms are defined
and used in the MPSCC Governing Agreement.
Section 1.02. CONSTRUCTION.
(A) Singular and Plural• Terms. The terms "herein," "hereunder," "hereby,"
"hereto," "hereof," and any similar terms shall refer to this Agreement; the term "heretofore"
shall mean before the date this Agreement is executed; and the term "hereafter" shall mean after
the date this Agreement is executed.
(B} Material Provisions; Drafting. Each recital, covenant, agreement,
representation and warranty made by an Entity herein shall be deemed to have been material and
to have been relied on by the other Entities to this Agreement. All Entities have participated in
the drafting and preparation of this Agreement or are a successor to the authors and a beneficiary
hereof, and the provisions hereof shall not be construed for or against any Entity by reason of
authorship.
(C) Self Government. Nothing in this Agreement is intended to, or shall be
construed to, limit the power of local self-government of TEQUESTA or MPSCC or conflict
with the constitution or laws of the State of Florida.
(D) Pled e. Nothing in this Agreement is intended, or shall be construed, to
be a pledge by TEQUESTA or MPSCC of such local government's full faith and credit, ad
valorem taxing power or general government funds.
Page 2 of 14
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Agenda Item #4.
Section 1.03. SECTION HEADINGS. Any headings preceding the texts of the several
Articles and Sections of this Agreement and any table of contents or marginal notes appended to
copies hereof shall be solely for convenience of reference and shall neither constitute a part of
this Agreement nor affect its meaning, construction or effect.
ARTICLE II
REPRESENTATIONS
Section 2.01. REPRESENTATIONS OF TEQUESTA. TEQUESTA makes the
following representations to the other Entity:
(A) Political Subdivision. TEQUESTA is duly organized and validly existing
as a municipal corporation pursuant to the constitution of the State of Florida.
(B} Full„Paver and Authority. TEQUESTA has full power and authority to
enter into the transactions contemplated by this Agreement and to carry out its obligations and
responsibilities hereunder.
(C) Performance. TEQUESTA is not in default under any provisions of the
laws of the State of Florida that are material to the performance of its obligations under this
Agreement.
(D) Breach or Default. The authorization, execution and delivery of this
Agreement and the compliance by TEQUESTA with the provisions hereof will not conflict with
or constitute a material breach of, or default under, any existing law, court or administrative
regulation, decree, order or any provision of the constitution or laws of the State of Florida
relating to TEQUESTA or its affairs, or any ordinance, resolution, agreement, lease or other
instrument to which TEQUESTA is subject or by which it is bound.
(E) Matters Materially Adversely Affecting Vaiidj . There is no action,
suit, proceeding or investigation at law or in equity before or by any court, public board or body
pending or, to the best knowledge of TEQUESTA, threatened against or affecting TEQUESTA,
wherein an unfavorable decision, ruling or finding would materially adversely affect the
transactions contemplated hereby or that, in any way, would materially adversely affect this
Agreement or any agreement or instrument to which TEQUESTA is an Entity and that is used or
contemplated for use in the consummation of the transactions contemplated hereby.
Section 2.02. REPRESENTATIONS OF MPSCC. MPSCC makes the
following representations to the other Entity:
(A) Leal Entity. MPSCC is duly organized and validly existing as an entity
created by the Act.
(B) Full Power and Authority. MPSCC has full power and authority to enter
into the transactions contemplated by this Agreement and to carry out its obligations hereunder.
(C) Performance. MPSCC is not in default under any provisions of the laws
of the State that are material to the performance of its obligations under this Agreement.
Page 3 of 14
Page 51 of 191
Agenda Item #4.
(D) Breach or Default. The authorization, execution and delivery of this
Agreement and the compliance by MPSCC with the provisions hereof will not conflict with or
constitute a material breach of, or default under, any existing law, court or administrative
regulation, decree, order or any provision of the constitution or laws of the State relating to
MPSCC or its affairs, or any ordinance, resolution, agreement, lease or other instrument to which
MPSCC is subject or by which it is bound.
(E) Matters _Materially Adversely Affecting Valid . There is no action,
suit, proceeding or investigation at law or in equity before orb an court, public board or body
Y Y p Y
pending or, to the best knowledge of MPSCC, threatened against or affecting MPSCC wherein
an unfavorable decision, ruling or finding would materially adversely affect the transactions
contemplated hereby or that, in any way, would materially adversely affect this Agreement or
any agreement or instrument to which MPSCC is an Entity and that is used or contemplated for
use in the consummation of the transactions contemplated hereby.
ARTICLE III
ENTITIES' RESPONSIBILITIES
Section 3.01. TEQUESTA RESPONSIBILITIES. TEQUESTA shall have the
following responsibilities:
(A) TEQUESTA shall be responsible for the expansion of the Interoperable
Radio System by and through the purchase of HarrisO subscriber units and other necessary
equipment so that TEQUESTA may access and utilize the Interoperable Radio System
throughout Palm Beach County and beyond ("TEQUESTA Expansion"). The TEQUESTA
Expansion will not require any additions to the infrastructure for the Interoperable Radio System
for TEQUESTA radio access or coverage. The scope of the TEQUESTA Expansion including
the equipment and subscriber units to be utilized is further described in Exhibit "A" attached
hereto and incorporated herein.
(B) TEQUESTA shall fully fund and pay for all costs associated with the
TEQUESTA Expansion including, but not limited to, the integration and implementation of the
TEQUESTA Expansion and along with all equipment, software, hardware, licenses, permits, and
any other associated costs. In the event that the MPSCC is forced to incur any cost or expense
directly related to the implementation of the TEQUESTA Expansion including, but not limited
to, consulting costs, said cost or expense shall be paid by TEQUESTA to the MPSCC within
thirty (30) days of notice of said cost or expense.
(C) The MPSCC has obtained an analysis and approval of the TEQUESTA
Expansion to verify that the TEQUESTA Expansion including, but not limited to, its integration
and implementation is compatible with and will not create interference with the Interoperable
Radio System. Further, the Department of Management Services has approved the TEQUESTA
Expansion as part of the Interoperable Radio System's overall approval and certification as a
Law Enforcement Communications System in the State of Florida. Accordingly, TEQUESTA
will not be required to contract with a consultant on the integration and implementation of the
TEQUESTA Expansion.
Page 4 of 14
Page 52 of 191
Agenda Item #4.
(D) All TEQUESTA Equipment connected to and/or utilized with the
Interoperable Radio System shall be compatible with the Interoperable Radio System.
TEQUESTA shall be required to keep TEQUESTA Equipment in proper operating condition and
TEQUESTA is solely responsible for all costs and maintenance of the TEQUESTA Equipment.
(E) The TEQUESTA point of contact for matters relating to this Agreement,
the MPSCC Governing Agreement and the Interoperable Radio System is Chief
, who may be contacted at (561)(phone); (561) (fax);
and e-mail: . TEQUESTA shall also 'identify to the MPSCC any and
all persons who are authorized to request changes to the Interoperable Radio System on behalf of
the TEQUESTA.
(F) The TEQUESTA shall provide the MPSCC with an initial inventory of
radios that are proposed to be used on the Interoperable Radio System as soon as such inventory
of radios is reasonably known by the TEQUESTA.
(G} For fiscal year 2020-202 1, TEQUESTA's Annual Proportionate Share
shall be based on thirty-three (33) radios. Thereafter, on or about March 15th of each year, the
MPSCC will e-mail the TEQUESTA with the TEQUESTA's radio inventory count for
TEQUESTA radios being used on the Interoperable Radio System and the total radio inventory
count for all MPSCC Member radios being used on the Interoperable Radio System as of
February 1st. The TEQUESTA's radio inventory count will be compared to the total radio
inventory count. Said comparison will create a percentage to be used to establish the
TEQUESTA's Annual Proportionate Share for each fiscal year. The MPSCC will strive to
notify the TEQUESTA by March 15th of each year of the TEQUESTA's radio inventory count
and the total radio inventory count and by April Ist of each year of the TEQUESTA's Annual
Proportionate Share for the upcoming fiscal year. It is the intent of the MPSCC to have all
MPSCC Members share the 'infrastructure costs of the Interoperable Radio System as part of
each Member's Annual Proportionate Share until the infrastructure costs are balanced and shared
proportionately by all Members. The Annual Proportionate Share shall also be used to
proportionately share the operational and maintenance costs of the Interoperable Radio System.
(H) Upon the purchase of the Harris S subscriber units for the TEQUESTA
Expansion, TEQUESTA shall become a member of the MPSCC consistent with the requirements
of this Agreement and the MPSCC Governing Agreement as amended from time to time.
(I) TEQUESTA acknowledges and agrees that the Interoperable Radio
System is a proprietary network and no other networks or data shall be transmitted on the
Interoperable Radio System.
Section 3.02. MPSCC's RFSPONSIBILI]
responsibilities and obligations with respect to the
Radio System and TEQUESTA:
[ES. The MPSCC shall have the following
TEQUESTA Expansion, the Interoperable
(A) The MPSCC shall be responsible for the maintenance and operation of the
Interoperable Radio System including the TEQUESTA Expansion (and any applicable phase of
the TEQUESTA Expansion) once it is completed, integrated and fully operational.
Page 5 of 14
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Agenda Item #4.
Notwithstanding the foregoing, the MPSCC shall not be responsible for maintenance or
operation of TEQUESTA Equipment. The MPSCC shall notify the TEQUESTA point of contact
in advance of scheduled maintenance which impacts the users of the Interoperable Radio System
and shall respond to emergencies in a timely fashion. Routine maintenance that affects system
coverage and/or capacity shall be attempted to be made during non -peak hours.
(B) The MPSCC shall be responsible for all permitting, licensing, and fees
associated with the maintenance and operation of the Interoperable Radio System including the
TEQUESTA Expansion (an any applicable phase of the TEQUESTA Expansion) once it is
completed, integrated and fully operational. Notwithstanding the foregoing, the MPSCC shall
not be responsible for the permitting, licensing or fees associated with TEQUESTA Equipment.
(C) The MPSCC shall maintain the Interoperable Radio System consistent
with industry standards for the same or similar 800 MHZ systems so that radio coverage as
shown in the coverage map set forth in Exhibit "B", attached hereto and incorporated herein, is
maintained for the term of this Agreement. The coverage map set forth in Exhibit "B" may
change as the Interoperable Radio System expands and the MPSCC will take all reasonable steps
reasonably necessary and consistent with industry standards for such change to only result in an
increase in coverage for the Interoperable Radio System. Notwithstanding the foregoing, the
TEQUESTA expressly agrees and acknowledges that the coverage provided in Exhibit "B" may
be interrupted during times of scheduled preventative or emergency maintenance, where it will
be required to disable portions of the Interoperable Radio System for a pre -determined or
unknown length of time. Further, the TEQUESTA expressly agrees and acknowledges that
systems like the Interoperable Radio System are subject to degradation of service from natural
phenomena such as so-called "skip" interference and other causes beyond the reasonable control
of the MPSCC such as motor ignition and other electrical noise as well as interference from other
users assigned by the FCC to the same or adjacent frequencies. MPSCC cannot be responsible
for or warrant against interference or disruption of service caused by operation of other radio
systems or by natural phenomena or by motor ignition or other interference over which there is
no reasonable control. While the MPSCC shall be responsible for taking all reasonable steps
necessary to minimize such interference and noise on the Interoperable Radio System, one
hundred (100%) coverage of any area at all times and total freedom from noise and interference
cannot be guaranteed. ACCORDINGLY THERE ARE NO WARRANTIES, WHETHER
EXPRESS OR IMPLIED INCLUDING,.WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE FOR THE INTEROPERABLE RADIO SYSTEM OR RADIO COVERAGE
PROVIDED. IN NO EVENT SHALL THE MPSCC BE LIABLE TO THE TE UESTA
FOR ANY INDIRECT INCIDENTAL COHSE UENTIAL SPECIAL OR
EXEMPLARY DAMAGES,, ---LOST PROFITS OR CLAIMS BY THIRD PARTIES
INCLUDING WITHOUT LIMITATION DAMAGES ATTRIBUTED TO ANY
MALFUNCTION OF THE INTEROPERABLE RADIO SYSTEM REGARDLESS OF
THE CAUSE OF ACTION EVEN IF MPSCC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, MPSCC'S LIABILITY FOR ALL CLAIMS
BROUGHT UNDER THIS AGREEMENT OR RELATING TO USERS OF THE
,INTEROPERABLE RADIO SYSTEM VIA THE TEQUESTA EXPANSION (OR ANY
APPLICABLE PHASE OF THE TEQUESTA EXPANSION), REGARDLESS OF THE
FORM OR CAUSE OF ACTION, SHALL BE LIMITED TO DIRECT DAMAGES
Page 6of14
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Agenda Item #4.
WHICH SHALL NOT EXCEED THE AMOUNTS PAID TO THE MPSCC UNDER THIS
AGREEMENT BY THE TEQUESTA.
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(D) The MPSCC will provide notifications of Interoperable Radio System
problems and time for Interoperable Radio System restoration to the TEQUESTA point of
contact within reasonable time frames.
(E) The MPSCC point of contact for this Agreement and the Interoperable
Radio System is Ernie Carr who may be contacted at (561)248-8008 (phone); email
opensky@mpsccradio.com.
(F) During the design, integration and implementation of the TEQUESTA
Expansion, the MPSCC shall provide access to any MPSCC records, maps, drawings, sites,
structures or other facilities related to the Interoperable Radio System and assist in obtaining
access to any MPSCC Member records, maps, drawings, sites, structures or other facilities
related to the Interoperable Radio System. The MPSCC shall also execute or assist in the
execution of such documents as may be reasonable necessary for the design, integration and
implementation of the TEQUESTA Expansion excluding any documents which would make the
MPSCC liable for any costs or expense related to the TEQUESTA Expansion,
ARTICLE IV
GENERAL PROVISIONS
Section 4.01. AGREEMENT PROVISIONS. This Agreement constitutes a joint
exercise of power, privilege or authority by and among the Entities and shall be deemed to be an
"interlocal agreement" within the meaning of the Act. This Agreement shall be filed with the
Clerk of the Circuit Court and recorded in the Official Records.
Section 4.02. LIMITATION ON TERMINATION OR WITHDRAW.
Notwithstanding any other provision in this Agreement or the MPSCC Governing Agreement to
the contrary, the TEQUESTA shall not have a right to terminate this Agreement or withdraw
from the MPSCC prior to the completion and full implementation of the TEQUESTA Expansion.
At no time shall the TEQUESTA be entitled to any funds or payment of monies from the
MPSCC for the design, construction, integration or implementation of the TEQUESTA
Expansion.
Section 4.03. MODIFICATION. Any amendment or modification to this Agreement
shall require the written approval of the MPSCC Board and the TEQUESTA.
Section 4.04. FORCE MAJEURE. Except as otherwise provided in this
Agreement, neither Entity shall be deemed in default or in breach of this Agreement to the extent
it is unable to perform due to an event of Force Majeure. For the purpose of this Agreement,
Force Majeure shall mean and include any act of God, accident, fire, lockout, strike or other
labor dispute, riot or civil commotion, act of a public enemy, failure of transportation facilities,
enactment, rule, order, or act of government or governmental instrumentality (whether domestic
or international and whether federal, state or local, or the international equivalent thereof, or any
Page 7 of 14
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Agenda Item #4.
other cause of any nature whatsoever beyond the control of either Entity which was not
avoidable in the exercise of reasonable care and foresight.
Section 4.05. TERM OF AGREEMENT. The term of this Agreement shall
begin on the Commencement Date and shall continue for a that length of time consistent with the
MPSCC Governing Agreement as may be amended from time to time unless earlier terminated
as set forth herein. This Agreement may be terminated by unanimous written agreement of the
Entities.
Section 4.06. GOOD FAITH, The Entities agree to act in accordance with the
principles of good faith and fair dealing in the performance of this Agreement.
Section 4.07. FAILURE OF PERFORMANCE, DISPUTE RESOLUTION AND
RIGHTS AND REMEDIES.
(A) Breach. A breach of this Agreement shall mean a material failure to
comply with any of the provisions of this Agreement.
(B) Dispute Resolution. The Entities hereto expressly covenant and agree
that in the event an Entity is in default of its obligations herein, the Entity not in default shall
provide to the Entity in default written notice of such default. After transmittal and receipt of a
notice specifying the area or areas of disagreement, the Entities agree to meet at reasonable times
and places, as mutually agreed upon, to discuss the issues. Any Entity may initiate the dispute
resolution process by providing written notice to the other Entity.
(C) Ri2hts; Remedies. The Entities agree to resolve any dispute related to the
interpretation or performance of this Agreement in the manner described in this Section. If the
Entities are unable to informally resolve the disputed issues, unless otherwise provided herein,
the Entities may proceed at law or in equity to enforce their rights under this Agreement and seek
any remedies available at law or in equity.
(D) Lititz Lion Costs and Fees. In any litigation arising out of this
Agreement, each Entity in such litigation shall bear its own attorney's fees and costs.
(E) MPSCC Right to Terminate. Notwithstanding the foregoing,
should TEQUESTA Expansion not be fully integrated and made an operational component of the
Interoperable Radio System for any reason beyond the time reasonably necessary for such
implementation and operation, the MPSCC shall have the right to unilaterally terminate this
Agreement upon ninety (90) days written notice to the TEQUESTA.
Section 4.08. EFFECT ON MPSCC GOVERNING AGREEMENT, This
Agreement shall take precedence over the MPSCC Governing Agreement in the event of a direct
conflict between them. However, this Agreement and the MPSCC Governing Agreement should
be read and construed in such a manner as to avoid such a conflict. All terms and conditions of
the MPSCC Governing Agreement not in direct conflict herewith or as amended, modified or
changed herein shall remain in full force and effect and applicable to the TEQLJESTA once it
becomes an MPSCC Member unless otherwise stated herein.
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Agenda Item #4.
Section 4.09. SOVEREIGN IMMUNITY AND NO THIRD PARTY
BENEFICIARIES. The MPSCC and the TEQUESTA expressly retain all rights, benefits and
immunities of sovereign immunity in accordance with Section 768.28, Fla. Stat., as amended
from time to time. Nothing in this Agreement shall be deemed as a waiver of immunity or
waiver of the limits of liability. Further, nothing in this Agreement shall be construed to give
any rights or benefits to anyone other than the Entities which execute this Agreement.
Section 4.10. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the Entities pertaining to the subject matter hereof, and supersedes all prior
and contemporaneous agreements, understandings, negotiations and discussions of the Entities,
whether oral or written, and there are no warranties, representations or other agreements among
the Entities in connection with the subject matter hereof, except as specifically set forth herein.
Section 4.11. AMENDMENTS AND WAIVERS, No amendment, supplement to,
modification or waiver of this Agreement shall be binding unless executed in writing by all
Entities hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision of this Agreement, whether or not similar, unless
otherwise expressly provided. Each such amendment, supplement, modification or waiver of
this Agreement shall be filed with the Clerk of the Circuit Court and recorded in the Official
Records. Neither the failure nor any delay by any Entity hereto in exercising any right or power
under this Agreement nor any course of dealing between or among the Entities will operate as a
waiver of such right or power, and no single or partial exercise of any such right or power will
preclude any other or further exercise of such right or power or the exercise of any other right or
power.
Section 4.12. ASSIGNMENT. No assignment of this Agreement shall be made in
whole or in part by any Entity without the express written consent of the other Entities, which
may be withheld in their sole discretion.
Section 4.13. SEVERABILITY. In the event any provision of this Agreement shall be
held invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
Section 4.14. BINDING EFFECT. To the extent provided herein, this Agreement shall
be binding upon the Entities, their respective successors and assigns and shall inure to the benefit
of the Entities, their respective successors and assigns.
Section 4.15. COSTS AND FEES ASSOCIATED WITH TRANSACTION. Except
as expressly provided otherwise in this Agreement, each Entity shall be responsible for securing
its own counsel for representation relative to the negotiation, preparation and implementation of
this Agreement, and all other matters associated with the implementation or performance
hereunder, unless otherwise specified herein; and, each Entity shall be responsible for the
payment of the fees of its own attorneys and other professional advisors or consultants in
connection therewith.
Section 4.18 NOTICES. All notices, certificates or other communications hereunder
shall be sufficiently given and shall be deemed given when hand delivered or mailed by
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Agenda Item #4.
registered or certified mail, postage prepaid, or sent by nationally recognized overnight courier
(with delivery instructions for "next business day" service) to the Entities at the following
addresses:
TEQUESTAG-
Attn: Village Manager
Village of Tequesta
357 Tequesta Dr.
Tequesta, FL 33469
Telephone Number: (561 )
Fax: (561)
With a copy to:
Attorney , P.A.
MPSCC:
Attn: MPSCC Chairman
Atlantis
260 Orange Tree Drive
Atlantis, Florida 33462
With a copy to:
Glen J. Torcivia & Associates, P.A.
701 Northpoint Parkway, Suite 209
West Palm Beach, FL 33407
Telephone Number: (561) 686-8700
Fax Number: (561) 686-8764
Any of the Entities may, by notice in writing given to the others, designate any further or
different addresses to which subsequent notices, certificates or other communications shall be
sent. Any notice shall be deemed given on the date such notice is delivered by hand (or facsimile
transmission) or three days after the date mailed.
Page 10 of 14
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Agenda Item #4.
Section 4.17. APPLICABLE LAW AND VENUE. This Agreement shall be governed
by and construed in accordance with the laws of the State of Florida. Unless otherwise required
by law or otherwise agreed to by all Entities hereto, venue for any action or proceeding to
construe or enforce the provisions of this Agreement shall be in Palm Beach County, Florida.
Section 4.18. EXECUTION IN COUNTERPARTS. This Agreement may be
simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
Section 4.19. TIME IS OF THE ESSENCE. Time is of the essence in this Agreement.
The time period specified in this Agreement shall expire at midnight on the date stated unless the
Entities agree in writing to a different date or time. Any time period provided for herein that
ends on a Saturday, Sunday or legal holiday shall extend to 5:00 P.M. on the next business day.
Section 4.20. RISK OF LOSS. At all times prior to TEQUESTA's transfer and/or
assignment of the TEQUESTA Expansion to the MPSCC, the TEQUESTA shall self -insure or
maintain adequate fire and extended insurance coverage for the cost of any repairs applicable to
the TEQUESTA Expansion that may be required by casualty damage. The risk of loss for the
TEQUESTA Expansion shall pass to the MPSCC upon assignment and/or transfer from
TEQUESTA.
Section 4.21. ACCESS AND AUDIT. TEQUESTA shall maintain all agreements,
correspondence, documents, and copies of communications ("records") regarding the
TEQUESTA Expansion for at least three (3) years after the TEQUESTA Expansion is complete,
integrated and fully operational or as may otherwise be required by law (whichever is longer).
The MPSCC shall have access to the records for purpose of inspection or audit during normal
business hours at the TEQUESTA or as otherwise mutually agreed by the Entities.
Section 4.22. EQUAL OPPORTUNITY PROVISION. The parties agree that no
person shall, on the grounds of race, color, sex, national origin, disability, religion, ancestry,
marital status, sexual orientation, gender, gender identity or expression be excluded from the
benefits of, or be subjected to any form of discrimination under any activity carried out by the
performance of this Agreement.
Section 4.23. NO AGENCY RELATIONSHIP. Neither party is an agent or servant of
the other. No person employed by either party to this Agreement, shall in connection with the
performance of this Agreement or any services or functions contemplated hereunder, at any time,
be considered the employee of the other party, nor shall an employee claim any right in or
entitlement to any pension, workers' compensation benefit, unemployment compensation, civil
service, or other employee rights or privileges granted by operation of law or otherwise, except
through and against the party by whom they are employed.
REMAINDER OF THIS PAGE LEFT BLAND
SIGNATURE PAGE FOLLOWS
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Agenda Item #4.
IN WITNESS WHEREOF, the Entities have caused this Interlocal Agreement to
expand the Interoperable Radio System on the dates set forth below:
ATTEST:
By:
Administrator
Approved as to form and
legal sufficiency
By:
MP S C C Attorney
ATTEST:
By.
Village Clerk
Approved as to form and
legal sufficiency
By:
Village Attorney
MPSCC
By.
Chairman
Date: , 2020
VILLAGE OF TEQUESTA
0
, Mayor
Date: , 2020
Page 12 of 14
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Agenda Item #4.
EXHIBIT "A"
SCOPE OF TEOUESTA EXPANSION
INCLUDING PRIMARY EQUIPMENT
(consisting of 1 page)
23 XG-75 Harris Portable Radio $3628.52 / $839455.96
Package includes: Radio
Opens -Sky, P-25 Trunking,
P-25 Conventional, 2 batteries,
Shoulder Mic, 2 Antennas,
Belt Clip, Charger, Programming.
10 M7300 Harris Mobile Radio $4,555.23 l $45,552.30
Includes: Radio, Remote
Head, Noise Cancel Mic,
Install Kit, Antenna
Installed.
Page 13 of 14
Page 61 of 191
Agenda Item #4.
EXHIBIT 66W
COVERAGE MAP
(consisting of l.paee)
RAPTR Version 17.0 XP b29
Thursday, December 08, 2011 18:20:19
Project: MPSCC
MBP: 12345
Figure: MPSCC North County
Design: Bounded Area
Service: Portable, Talkback, Indoors, SMA, openSky 4-slot
Engineer: 3YDD
Map type - 1:100,000
Note: Map depicts coverage across the defined service area. Statistical variability does not allow
for guarantee of coverage in specific locations, but does represent graphically area % coverage.
-102.OdBm <0 dBm
?R° SQ' Rd"
c
h
h
0
Scale - rail(
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