HomeMy WebLinkAboutC-4211 WIRELESS COMMUNICATIONS USE AND MAINTENANCE AGREEMENT
T'WEEN ICIS AND THE CITY OF ARCADIA FOR PURPOSES OF OPERATING
UPON THE ICIS SYSTEM
THIS AGREEMENT, made and entered into this / day of ..7)204) /i
20/ , by and between the Interagency Communications Interoperability System (ICI
System), JPA, and the City of Arcadia, California ("Subscriber").
RECITALS
Whereas the Member Agencies of the Interagency Communications Interoperability
System Governance Board ("ICI System") have built and maintain an infrastructure
which provides for a wide area interoperable radio system; and
Whereas the Member Agency Systems have the technical ability and capacity to host
additional radio units which may communicate upon the regional system as determined
by the ICI System Technical Committee; and
Whereas the Governance Board has approved by Motion to host Subscriber's radio
units upon the system; and
Whereas Subscriber is a government entity that maintains Land Mobile Radio (LMR)
communications systems and devices compatible with the ICI System and desires to
access and employ the system for purposes of public safety operational
communications consistent with the purpose and mission of the ICI System;
NOW THEREFORE, the parties agree as follows:
1.0 TERM
The term of this Agreement shall begin on the date set forth above, and shall
continue for five (5) years (the "Initial Term"). Either party, by notifying the other
party in writing, may upon sixty (60) calendar days notice, terminate any portion
or all of the services agreed to be performed under this Agreement. ICI System
reserves the right to immediately discontinue Subscriber access to the system in
the event of any misuse or inappropriate employment of system resources or in
the event of non-payment of applicable fees.
2.0 DESCRIPTION OF SERVICES
2.1 Assignment of Talk Groups: ICI System shall provide Subscriber use of
specific Talk Groups within the ICI System trunked communications system.
These Talk Groups will be identified and allocated for a number of radios set
forth by the ICI System Technical Committee. Talk Groups shall only be
programmed in and employed by those radios for which fees have been
assessed.
2.2 Restrictions on Use of Talk Groups: Subscriber shall access only those Talk
Groups previously approved and assigned to Subscriber. Any use of Talk
Groups by Subscriber shall be in accordance with the rules and regulations of the
Federal Communications Commission and state and federal law. Talk Groups
shall only be used in the course of Subscriber's official business. Subscriber
shall not utilize ICI System or ICI System Member Talk Groups for any other
purpose. Subscriber shall not provide system access, including access to their
assigned Talk Group(s), to any third party without the express approval of ICI
System and any affected ICI System Member Agency in conformance with
Subscriber procedures.
2.3 Restrictions on System Sites: ICI System Member Agency(s) may restrict
Subscriber from Roaming into and upon a Member Agency's specific sites if the
Member Agency determines it has insufficient capacity to accommodate system
loading resulting from Subscriber's operations. In such cases the affected
Member Agency will cause timely notification to both ICI System and the
Subscriber Agency. Restriction from specific Member Agency sites shall not
affect Subscriber's responsibility for Roaming and Access fees for system use.
2.4 Fees: Subscriber shall pay Subscription and Roaming Fees assessed per radio
directly to ICI System in advance on an annual basis. Annual Fees are due
within 90 days of the start of each Fiscal Year or within 90 days of the effective
date of the Subscriber Agreement. Partial year agreements shall be prorated.
Failure to deposit applicable fees will result in suspension of system access by
Subscriber's resources. ICI System will invoice Subscriber Agency directly for
applicable fees. Fees are established by the Governance Board. Fees for Direct
Subscribers are $300 per radio per annum ($25 per radio per calendar month) at
the date of this Agreement.
3.0 PROJECT MANAGEMENT.
The ICI System Executive Director or his or her designee shall serve as ICI
System project manager. The Chief of Police of the City of Arcadia, or his/her
designee, shall serve as Subscriber's project manager. The project managers
shall be available to meet at a mutually agreed upon time and place to coordinate
and review the use of the Talk Groups.
4.0 INDEMNIFICATION.
Subscriber agrees to indemnify, hold harmless, defend, and release Member
Agency(s) and the ICI System JPA, their elected officials, officers, employees,
and representatives from any and all liability, loss, suits, claims, damages, costs,
judgments and expenses (including attorney's fees and costs of litigation) which
in whole or in part result from, or arise out of, or are claimed to result from or to
arise out of services, equipment or materials provided under this Agreement,
including but not limited to the failure of any portion of the ICI System.
5.0 LIMITATION OF LIABILITY.
To the maximum extent permitted by applicable law, in no event will Member
Agencies, ICI System, or its affiliates, be liable for indirect, incidental, special,
exemplary, or consequential damages whatsoever (including without limitation,
damage for loss of profits, business interruption, loss of business information, or
any other toss) arising out of, or resulting from the services whether arising in tort
(including negligence), contract or any other legal theory, even if ICI System has
been advised of the possibility of such damages. In any case, ICI System's
maximum cumulative liability and Subscriber's exclusive remedy for any claims
whether in contract or tort or otherwise, arising out of or related to services or
these terms and conditions will be limited to the amount actually paid by
Subscriber to ICI System for the services during the six months immediately
preceding any such liability.
6.0 DISCLAIMER.
The services provided pursuant to this Agreement are offered with no warranty.
Use of the products or services provided pursuant to this Agreement are at the
Subscriber's sole risk. ICI SYSTEM DOES NOT REPRESENT OR WARRANT
THAT THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS OR
WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.
7.0 GENERAL PROVISIONS.
7.1 Successors: Each and every one of the terms, covenants, and conditions of
this Agreement shall inure to the benefit of and shall bind, as the case may be,
not only the parties hereto but each and everyone of the heirs, executors,
administrators, successors, assigns, and legal representatives of the parties
hereto.
7.2 Assignment: Neither party shall assign, transfer or sell any of its rights or
responsibilities under this Agreement. Any such purported assignment shall be
void.
7.3 Compliance with Laws: Each party agrees to comply with all existing and
future ordinances, rules, laws and regulations of any governmental agency that
are applicable to the ICI System or the operations of the parties on the ICI
System.
7.4 Force Majeure: If performance is prevented because of the occurrence of force
majeure, act of God, epidemic, fire, casualty, lockout, riot, war, blackout, air raid,
air raid alarm, act of public enemy, or other causes of similar nature, such
occurrences shall be considered a valid excuse of nonperformance or delay in
the performance by such party hereunder, and in the event of such occurrence,
such suspension continuing until said event or occurrence terminates and the
Agreement shall be extended for a period equal to the duration of the
suspension; provided, however, that if such suspension continues for a period of
one (1) year, this Agreement shall terminate. Should this Agreement be
suspended or terminate pursuant to this paragraph Subscriber, shall thereupon
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pay to ICI System any debt then owing to ICI System pursuant to this Agreement
on the date of such suspension or termination.
7.5 Waiver; Remedies Cumulative: By entering this Agreement, no party waives
any of the immunities provided by the Government Code or other applicable
provisions of law. This Agreement is not intended to confer any legal rights or
benefits on any person or entity other than the parties of this Agreement.
7.6 Mitigation of Damages: In all situations arising out of this Agreement, the
parties, shall attempt to avoid and minimize the damages resulting from the
conduct of the other party.
7.7 Governing Law: This Agreement, and the rights and obligations of the parties,
shall be governed and interpreted in accordance with the laws of the State of
California. Should litigation occur, venue shall be in the Superior Court of the
Los Angeles County.
7.8 Attorney Fees: If any legal action is necessary to enforce any provision of this
Agreement or for damages by reason of an alleged breach of any provisions of
this Agreement, the prevailing party shall be entitled to receive from the losing
party all costs and expenses in such amount as the court may determine to be
reasonable. In awarding the cost of litigation, the court shall not be bound by any
court fee schedule, but shall if it is in the interest of justice to do so, award the full
amount of costs, expenses, attorney's fees paid or incurred in good faith.
7.9 Captions: The captions or headings in this Agreement are for convenience only
and in no other way define, limit or describe the scope or intent of any provision
or section of the Agreement.
7.10 Authorization: Each party has expressly authorized the execution of this
Agreement on its behalf and bind said party and its respective administrators,
officers, directors, divisions, subsidiaries, agents, employees, insurance carriers
and any others who may claim through it to this Agreement.
7.11 Entire Agreement Between Parties: This Agreement supersedes any other
agreements, either oral or in writing, between the parties hereto with respect to
the rendering of services, and contains all of the covenants and agreements
between the parties with respect to said services. Modifications to the terms,
scope of work and additions or deletions to this Agreement will be effective only
upon written approval signed by authorized representatives of both parties.
7.12 Partial Invalidity: If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions will nevertheless continue in full force without being impaired or
invalidated in any way.
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7.13 Notices: For the purpose of notifying or contacting the other party relative to any
matter concerning this Agreement, a party shall mail such notice to the party to
be notified, by United States Mail, first class postage prepaid, addressed as
follows:
Interagency Communications Interoperability System, JPA
613 East Broadway, Room 200
Glendale, CA 91206
ICIS.JPA( gmail.com
Executive Director— Raymond Edey
Redev(@_ci.glendale.ca.us
818-548-3151
Subscriber: City of Arcadia Police Department
Address: 250 W. Huntington Drive
Arcadia, CA 91007
Tel: (626)574-5185
Fax: (626)574-5177
Email: pfolev(a�ArcadiaCA.gov
ATTN: Captain Paul Foley
Any notice so delivered shall be effective upon the date of personal delivery or, in
the case of mailing, on the date of mailing. Either party may change the
specified person or address at which it is to receive notices by giving ten (10)
days notice of such change to the other party in writing.
SIGNATURES ON NEXT PAGE
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In recognition of the obligations stated in this Agreement, the parties have
executed this agreement on the date indicated above.
ICI SYSTEM: SUBSCRIBER:
By41L,f
_
Name: ' t ( f, Name: 14'1N,c.
Title: Chairperson Title:
Approved as tc Form: By
BY. Nam-. , Robert •uth-ip
Name: ) . . 1, , iAc' Title: is of Police
Title: [.t(ma C1
Approved as to Form:
By: 51:Cb-e.A�
Name: Stephen P. Deitsch
Title: City Attorney
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