HomeMy WebLinkAboutIL160 Interlocal Agreement ORIGII ►�
Memorandum of Agreement
Relating to the Purchase, Ownership, and Joint Use
Of Simulcast Law Enforcement Radio Equipment
THIS AGREEMENT,pursuant to the authority granted by Chapter 39.34 RCW,
Interlocal Cooperation Act, is made this day of , 2013 by and between the
City of Anacortes, a municipal corporation, hereafter called "Anacortes,"the Swinomish
Indian Tribal Community, a Federally recognized Native American Tribe, hereafter
called "Swinomish," and the Skagit County Emergency Management Council, the governing
body of Skagit 911 as defined by Interlocal Agreement, hereinafter referred to as the "EMC",
each of which is referred to singularly as a"Party" and all of which are hereafter referred to
collectively as the"Parties",
WHEREAS, there exists a substantial regional need to enhance interoperability and
improve law enforcement radio communications on Fidalgo Island; and,
WHEREAS, The Swinomish Police and Anacortes Police patrol adjacent areas, located
on Fidalgo Island; and,
WHEREAS, Anacortes currently allows the Swinomish Police to operate on the
Anacortes Police 450MHZ radio channel in order to improve Swinomish Police radio
communications; and,
WHEREAS, Radio communications would be greatly improved for both agencies if a
base station was located on Little Mountain and a simulcast radio system (hereafter
"Simulcast Radio System")was created using compatible radio equipment located on
both Little Mountain and Mt. Erie for the Anacortes frequency using the current digital
microwave transport system owned and maintained by EMC; and,
WHEREAS, Swinomish has funds available to purchase and pay for the installation of
the necessary Simulcast Radio System equipment and infrastructure.
NOW, THEREFORE, it is hereby agreed between the Parties as follows:
1. INITIAL FUNDING AND PAYMENT OF EXPECTED COSTS OF
INITIAL WORK PLAN: In consideration of the promises made and benefits received,
the Parties hereby agree that prior to any performance of the Simulcast Radio System
initial work plan described below, Swinomish will confirm the availability of its funding
for the initial project work plan, which the Parties have estimated will have a cost not to
exceed $37,000. Swinomish shall pay,in accordance with its usual Accounts Payable
procedures, the costs of the Simulcast Radio System initial work plan that is described in
Section 2 of this Agreement as Swinomish receives billings for the performance of such
work.
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2. INITIAL WORK PLAN. EMC, Swinomish and Anacortes shall perform, or
shall contract for performance, of each of the following elements of the Simulcast Radio
System initial work plan, which shall be completed within a period of 120 days after
execution by all Parties of this Agreement, or within such additional time as may be
agreed upon by the Parties. The Simulcast Radio System initial work plan consists of
each of the following:
2.1 Removal of existing Swinomish Police radio equipment from Scott Mountain.
2.2 Installation of an existing Anacortes Police MTR 2000 radio on Little Mountain at a
location agreed upon by Swinomish and the City of Mount Vernon in a Site Lease
Agreement.
2.3 Purchase and installation of simulcast infrastructure equipment and supporting
facilities on Little Mountain at a location agreed upon by Swinomish and the City of
Mount Vernon in a Site Lease Agreement and at locations agreed upon by the Parties at
the Mt. Erie radio site and at Skagit 911.
2.4 Purchase of an MTR 3000 radio to replace Anacortes Police's MTR 2000.
3. LITTLE MOUNTAIN SITE LEASE: Swinomish will negotiate, execute and
carry out the terms of a Site Lease Agreement with the City of Mount Vernon for the
equipment to be installed at the Little Mountain site. Swinomish will pay all rent and
costs, and fulfill all other obligations imposed by the terms of the Lease in addition to
providing the funding obligation set out in Paragraph 1.
4. OWNERSHIP AND PAYMENT OF SUSTAINING COSTS: The Parties
hereby agree that the responsibility for payment of the costs of the maintaining the
equipment and facilities described in Paragraphs 1 and 2, and ownership of equipment,
shall be allocated among the Parties as follows:
4.1 Anacortes is solely responsible for, will make all arrangements and contracts for, and
will pay for all license fees and all costs of necessary regular maintenance, repairs and
replacement, and removal of radio equipment at Mt. Erie, Little Mountain, and at the
Anacortes Police Department.
4.2 EMC is solely responsible for, will make all arrangements and contracts for, and will
pay for the costs of all necessary maintenance, repair, and replacement of simulcast infra-
structure equipment located at the Little Mountain and Mt Erie radio sites and the Skagit
911 Center, which is expected to be funded through the Law Infrastructure Fund.
4.3 All simulcast infra-structure equipment installed at the Little Mountain and Mt Erie
radio sites and the Skagit 911 Center pursuant to this Agreement will be the property of
the EMC upon installation.
MOA RE RADIO EQUIPMENT Page 2 of 7
CITY OF ANACORTES
SWINOMISH INDIAN TRIBAL COMMUNITY
SKAGIT EMC/911
4.4 Transmit and receive equipment such as radios and antennas installed at the Mt. Erie,
Little Mountain, and Anacortes Police Department sites pursuant to this Agreement will
be the property of Anacortes upon installation
4.5 An "ice bridge" installed at the Little Mountain site pursuant to the Site Lease
Agreement for that site will be the property of the City of Mount Vernon, in accordance
with the terms of the Site Lease Agreement.
4.6 The Parties shall execute all documents and take such other action as may be
necessary to effectuate the equipment ownership described in this Paragraph.
5. TERM OF THE AGREEMENT AND TERMINATION: This agreement shall
commence upon execution of the agreement and be in full force and effect through
September 1, 2022 unless earlier terminated in accordance with the terms and conditions
contained herein; provided, however, that the Parties agree that in entering into this
Agreement significant financial resources have been expended and therefore none of the
Parties may terminate the Agreement within the first four (4) years of the agreement,
ending on September 1, 2016.
5.1 No sooner than September 1, 2016 a Party may give notice of termination of this
Agreement for any reason or no reason by providing the other Parties with a two (2) year
advance notice of its intent to terminate. Such notice shall either be personally delivered
or mailed postage-prepaid by certified mail, return receipt requested, to each other Party's last
known address for the purposes of giving notice under this paragraph.
5.2 The Parties agree to review the agreement every two years at a meeting that all
Parties are invited to attend. The Parties agree that 12 months prior to the termination
date the Parties will meet to discuss renewal of this Agreement. The Agreement must be
renewed or terminated by September 1, 2022.
6. ADHERENCE TO THE LAW: This Agreement is subject to all applicable
State and Federal laws. Should any article, section, or portion thereof of this Agreement
be held unlawful or invalid by any court, agency or board of competent jurisdiction, the
Parties shall enter into negotiations for the purpose of arriving at a mutually satisfactory
replacement of such article or section only.
7. SAVINGS CLAUSE: Should any part hereof or any provision herein contained
be rendered or declared invalid by reason of any existing or subsequently enacted
legislation or by a decree of a court of competent jurisdiction, such invalidation of such
part or portion of this Agreement shall not invalidate the remaining portions thereof
which can be given effect without the invalid part or provision, and the remaining parts
or portions shall remain in full force and effect. To this end the terms and conditions
of this Agreement are declared severable.
S. ENTIRE AGREEMENT: This Agreement and all of its Articles, Appendices
and/or:Attachments and any implementing agreements constitute the entire Agreement
between the Parties and no oral statement shall add to or supersede any of its provisions.
MOA RE RADIO EQUIPMENT Page 3 of 7
CITY OF ANACORTES
SWINOMISH INDIAN TRIBAL COMMUNITY
SKAGIT EMC/911
All items incorporated herein by reference are attached. No other understandings
regarding the subject matter of this Agreement shall be deemed to exist or to bind any
of the Parties hereto. Each Party agrees that it has had the unlimited right to make
proposals for inclusion in this Agreement and waives the right to oblige another Party to
negotiate any matters to become effective until the expiration of this Agreement.
9. INDEMNIFICATION: EMC, the City of Anacortes, and the Swinomish Indian
Tribal Community agree to assume all liability for their own acts or omissions or those of
their own officials, officers, agents, employees or volunteers to the fullest extent allowed
under law, and each further agree to save, indemnify, defend and hold each of the other
Parties (EMC, the City of Anacortes, the Swinomish Indian Tribal Community) and their
appointed and elected officials, officers, employees, agents and volunteers harmless from
any such liability, and from any and all claims, costs,judgments, or awards to any person,
to the fullest extent allowed by law, including those claims to which the indemnifying
Party might otherwise have immunity under Title 51 RCW, arising from injury, sickness,
or death of any person or damage to property of which the acts or omissions of the
indemnifying Party, its agents, servants, officers or employees in performing the
activities authorized or required by this Agreement are the proximate cause.
10. CHANGES, MODIFICATIONS, AMENDMENTS AND WAIVERS: The
Agreement may be changed, modified, amended or waived only by written agreement
executed by the Parties hereto. Waiver or breach of any term or condition of this
Agreement shall not be considered a waiver of any prior or subsequent breach.
11. NO PARTNERSHIP OR JOINT VENTURE: No partnership and/or joint
venture exists between the Parties, and no partnership and/or joint venture is created by
and between the Parties by virtue of this Agreement. No agent, employee, contractor,
subcontractor, consultant, volunteer, and/or other representative of the Parties shall be
deemed an agent, employee, contractor, subcontractor, consultant, volunteer, or other
representative of any of the other Parties.
12. NO THIRD PARTY BENEFICIARIES: This Agreement is not intended to nor
does it create any third party beneficiary or other rights in any third person or party,
organization or entity, or any agent, contractor, subcontractor, consultant, employee,
volunteer, or other representative of any of the other Parties.
13. ASSIGNMENT AND SUBCONTRACTING: Unless otherwise expressly
provided herein, no portion of this Agreement may be assigned, contracted, and/or
subcontracted to any other individual, firm, company, and/or other entity without the
express and prior written approval of each of the other Parties to this Agreement.
14. DISPUTE RESOLUTION.
14.1 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of Washington State and any applicable Federal law.
MOA RE RADIO EQUIPMENT Page 4 of 7
CITY OF ANACORTES
SWINOMISH INDIAN TRIBAL COMMUNITY
SKAGIT EMC/911
1
14.2 Arbitration. Any controversy, claim or dispute concerning the making,
formation, validity, obligations under or breach of this Agreement and issues related to
the existence, interpretation and enforceability of the arbitration provisions of this
Agreement, shall be subject to mandatory arbitration conducted by a single arbitrator in
either Skagit or King County, whichever is most efficient for the Parties and the
arbitrator.
14.2.1 Arbitration under this Section 14 shall be governed by the Washington
Uniform Arbitration Act, RCW 7.04A; provided, however, that the consolidation
provisions in RCW 7.04A.100, and punitive damages provisions in RCW
7.04A.210(1),(5) are not applicable to any arbitration under this section, except
that that the consolidation provisions are applicable to arbitration proceedings
between Parties to this Agreement conducted pursuant to this Paragraph 14; and
provided further that the remaining provisions in RCW 7.04A.210 are subject to
Subsection 14.4 of this Agreement.
14.2.2 A competent arbitrator shall be chosen by agreement of the Parties. If the
Parties are unable to agree on an arbitrator within thirty (30) calendar days of a
Party demanding arbitration, either Party may request that a judge of the Superior
Court appoint an arbitrator. Each Party shall initially pay one-half the arbitrator's
fee but the prevailing party shall be awarded its share of such fees, in addition to
its reasonable attorneys' fees, costs and expenses.
14.2.3 The Parties may jointly agree to stay mandatory arbitration proceedings
pending voluntary mediation of the controversy, claim or dispute before a
mediator jointly chosen by the Parties.
14.3 Compelling, Enforcing, Reviewing, Modifying and Confirming Arbitration. The
Parties agree that pursuant to Subsection 14.2 of this Agreement and in accordance with
RCW 7.04A the Superior Court shall have the authority to compel or enforce arbitration
and to review, modify or confiriii an arbitration award. In the event that any such judicial
proceedings are initiated, the prevailing party shall be entitled to its attorney's fees and
costs incurred in compelling arbitration or confirming an arbitration award.
14.4 Waiver of Sovereign Immunity. Except as expressly provided in this Subsection
14.4, nothing in this Agreement is intended to be or shall constitute or shall be construed
as a waiver, limitation or modification of the sovereign immunity of the Swinomish
Indian Tribal Community unconsented suit. The Tribe hereby waives its sovereign
immunity only with regard to arbitration proceedings or proceedings in the Superior
,Court described in this Section 14 "Dispute Resolution," entering judgment on an
arbitrator's award and enforcing in Superior Court, pursuant to title 6 RCW, such
judgment. This waiver is applicable solely to claims by Anacortes, EMC and their
successors in interest, and not by any other person, corporation,partnership or entity
whatsoever. This waiver does not extend to proceedings in any other forum or regarding
any other matter.
MOA RE RADIO EQUIPMENT Page 5 of 7
CITY OF ANACORTES
SWINOMISH INDIAN TRIBAL COMMUNITY
SKAGIT EMC/911
WHEREFORE,the Parties have executed this Agreement on the dates set forth below.
EMERGENCY MANAGEMENT COUNCIL/SKAGIT 911
r-
--taeP.---r-Ovtie,CP-e-r-a7-7.4.--) Date J r f 3
Sharon Dillon,
Commissioner, EMC Chair
, 2. L-2l c Date /(� t.3
William E. King,
Director, Skagit 911 ��� A Hq� 1
4 skoN EXp Al'
Notary Attest: o 3�`S �.�‹, 2
° NOMRY s
PUBLIC z
L,A.Qb.,:\ '-/ (P� 03-15-2017 ,`O
Shirley Hael , Clerk/Office Manager `ac.9
CITY OF ANACORTES
Ii
Date 'ti .1pe. . is ;
H. Dean Maxwell, Mayor
Attest:
Steve'loglund, Clerk/Treasurer
Approved as to form:
6c," 7 ,
Bradford E. Furlong, WSBA#12924
City Attorney
1
MOA RE RADIO EQUIPMENT Page 6 of 7
CITY OF ANACORTES
SWINOMISH INDIAN TRIBAL COMMUNITY
SKAGIT EMC/911
SWINOMISH INDIAN TRIBAL COMMUNITY
By: AarLaq
M. Brian Cladoosby
Chairman, Swinomish Indian Senate
MOA RE RADIO EQUIPMENT Page 7 of 7
CITY OF ANACORTES
SWINOMISH INDIAN TRIBAL COMMUNITY
SKAGIT EMC/911