HomeMy WebLinkAbout2020 Ordinance No. 013BY AUTHORITY
ORDINANCE NO. 13
SERIES OF 2020
COUNCIL BILL NO. 11
INTRODUCED BY COUNCIL
MEMBER SIERRA
AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL
AGREEMENT ENTITLED "SECOND AMENDED INTERGOVERNMENTAL
AGREEMENT FOR THE ESTABLISHMENT OF AN EMERGENCY
COMMUNICATIONS SERVICE AUTHORITY" BETWEEN BENNETT FIRE
PROTECTION DISTRICT, TOWN OF BOW MAR, BYERS FIRE PROTECTION
DISTRICT, SOUTH METRO FIRE RESCUE, CITY OF CENTENNIAL, CITY OF
CHERRY HILLS VILLAGE, TOWN OF COLUMBINE VALLEY,
CUNNINGHAM FIRE PROTECTION DISTRICT, TOWN OF DEER TRAIL,
DEER TRAIL FIRE PROTECTION DISTRICT, TOWN OF FOXFIELD, CITY
OF GLENDALE, CITY OF GREENWOOD VILLAGE, CITY OF LITTLETON,
SABLE-ALTURA FIRE PROTECTION DISTRICT, CITY OF SHERIDAN,
STRASBURG FIRE PROTECTION DISTRICT AND THE CITY OF
ENGLEWOOD, COLORADO PERTAINING TO THE ARAPAHOE COUNTY E-
911 EMERGENCY TELEPHONE SERVICE AUTHORITY.
WHEREAS, in 1988 the parties entered into an intergovernmental agreement (IGA) for the
establishment of the Emergency Telephone Service Authority which established the Arapahoe County
E-911 Emergency Telephone Service Authority;
WHEREAS, in 1988 the IGA was entered into pursuant to the authority granted by Section 29-
1-203, C.R.S. and Section 29-11-104(1), C.R.S.;
WHEREAS, in 2000 the parties entered into a First Amended Intergovernmental Agreement for
the Establishment of an Emergency Communications Service Authority, which superseded the original
1988 IGA;
WHEREAS, due to changes in fact, circumstances, technology and the law since the parties
entered into the 2000 First Amended IGA, the parties to this intergovernmental agreement wish to
amend the 2000 IGA to comport with Colorado law and carry out the purposes and intentions of the
parties to the agreement; and
WHEREAS, this Agreement establishes a separate legal entity known as the "Arapahoe County
E-911 Emergency Service Authority" as an enterprise, the authority is exempt from all revenue and
spending limits imposed by Amendment 1, and shall be responsible for administering the installation,
operation, maintenance, upgrade and enhancement of emergency communications services to the parties
of this agreement.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO, AS FOLLOWS:
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Section 1. The "Second Amended Intergovermmental Agreement For The Establishment Of An
Emergency Communications Service Authority" attached hereto as "Exhibit A," is hereby accepted and
approved by the City Council of the City of Englewood, Colorado.
Section 2. The Mayor is authorized to execute and the City Clerk to attest and seal the "Second
Amended Intergovernmental Agreement For The Establishment Of An Emergency Communications
Service Authority" for and on behalf of the City of Englewood, Colorado.
Introduced, read in full, and passed on first reading on the 23rd day of March, 2020.
Published by Title as a Bill for an Ordinance in the City's official newspaper on the 26th day of
March, 2020.
Published as a Bill for an Ordinance on the City's official website beginning, on the 2511' day of
March, 2020.
Read by Title and passed on final reading on the 01' day of April, 2020.
Published by Title in the City's official newspaper as Ordinance No. 13, Series of 2020, on the
9t" day of April, 2020
Published by title on the City's official website beginning on the 8t1' day of April, 2020 for thirty
(30) days.
This Ordinance shall take effect thirty (30) days after publicati n following fin 1 passage.
Olson, Mayor
ATTEST:
Carlile, City Clerk
I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify that the
above and foregoing is a true copy of the Ordinance passed on final reading and published by Title as
Ordinance No. 13, Series of 2020.
Z"Z-e
t hanie arlile
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Second Amended and Restated
Arapahoe County 911 Authority
Intergovernmental Agreement
Effective March 1, 2020
Second Amended and Restated
Arapahoe County 911 Authority
Intergovernmental Agreement
Table of Contents
Article1. The Authority ..................................................................................................................
2
Section 1.01
Continuation of the Authority as a Separate Legal Entity ...................................
2
Section 1.02
Name of the Authority ..........................................................................................
2
Section 1.03
Status of the Authority .........................................................................................
3
Section 1.04
Boundaries of the Authority .................................................................................
3
Section 1.05
Purpose of the Authority ......................................................................................
3
Section 1.06
Powers of the Authority ........................................................................................
3
Section 1.07
Obligations of the Authority ................................................................................
5
Section 1.08
Authority Assets....................................................................................................
5
Section 1.09
Obligations of the Parties.....................................................................................
5
Article 2. Board of Directors...........................................................................................................5
Section 2.01
Board of Directors................................................................................................
r
7)
Section 2.02
General Standards of Conduct for Directors.......................................................
6
Section 2.03
Number of Directors............................................................................................
6
Section 2.04
Appointment of Directors ................................................. ...................................
6
Section 2.05
Directors' Terms...................................................................................................
7
Section 2.06
Resignations, Removals, and Vacancies...............................................................
7
Section 2.07
Officers of the Board............................................................................................
8
Section2.08
Meetings................................................................................................................8
Section 2.09
Quorum and Voting ....................................................................8
Section 2.10
Participation by Electronic Means........................................................................
8
Section 2.11
Compensation......................................................................................................
8
Section2.12
Committees..........................................................................................................
8
Article 3. Term and Termination of this Agreement......................................................................
8
Section3.01
Term.....................................................................................................................
8
Section3.02
Termination..........................................................................................................
8
Article 4. General Provisions...........................................................................................................9
Section4.01
Parties...................................................................................................................9
Section 4.02
Amendments......................................................................................................10
Table of Contents (continued)
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Section 4.03
Further Assurances ...................................
Section 4.04
Notices ......................................................
Section 4.05
Governing Law ........... ..............................
Section 4.06
Venue ........................................................
SECTION 4.07
WAIVER OF RIGHT TO JURY TRIAL............
Section 4.08
Relationship of the Parties .......................
Section 4.09
Force Majeure...........................................
Section 4.10
Entire Agreement .....................................
Section 4.11
Waiver .......................................................
Section 4.12
Severability................................................
Section 4.13
Third Party Beneficiaries ..........................
Section 4.14
Counterparts .............................................
Section 4.15
Rules of Construction ..............................
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... .................................. I ..... I ...........
11
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11
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Second Amended and Restated
Arapahoe County 911 Authority
Intergovernmental Agreement
This Second Amended and Restated Arapahoe County 911 Authority Intergovernmental
Agreement (this "Agreement") is effective March 1, 2020 (the "Effective Date"), by and among the
following parties (each a "Party" and collectively the "Parties"):
1. Arapahoe County, a Colorado county ("Arapahoe County") acting by and through
its Board of County Commissioners (the "Arapahoe BOCC");
2.
Bennett Fire Protection District, a special district;
3.
Town of Bow Mar, a municipal corporation;
4.
Byers Fire Protection District, a special district;
5.
South Metro Fire Rescue Fire Protection District, a special district;
6.
City of Centennial, a municipal corporation;
7.
City of Cherry Hills Village, a municipal corporation;
8.
Town of Columbine Valley, a municipal corporation;
9.
Cunningham Fire Protection District, a special district;
10.
Town of Deer Trail, a municipal corporation;
11.
Deer Trail Fire Protection District, a special district;
12.
City of Englewood, a municipal corporation;
13.
Town of Foxfield, a municipal corporation;
14.
City of Glendale, a municipal corporation;
15.
City of Greenwood Village, a municipal corporation;
16.
City of Littleton, a municipal corporation;
17.
Sable- Altura Fire Protection District, a special district;
18.
City of Sheridan, a municipal corporation; and
19.
Strasburg Fire Protection District, a special district.
Capitalized terms are defined throughout this Agreement.
Recitals
A. The Parties are bodies politic and corporate located wholly or partially within
Arapahoe County, Colorado.
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Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
B. In 1988, certain of the Parties and others entered into that certain Intergovernmental
Agreement for Establishment of the Emergency Telephone Service Authority (the "Original IGA"),
which created the Arapahoe County E-911 Emergency Telephone Service Authority (the
"Authority").
C. In 2000, certain of the Parties and others entered into that certain First Amended
Intergovernmental Agreement for the Establishment of an Emergency Communications Service
Authority (the "First Amended IGA"), which superseded the Original IGA.
D. Pursuant to Part 1 of Article 11 of Title 29, C.R.S. (the "Emergency Telephone
Service Law"), the Parties have the authority to enter into agreements for the purpose of providing
emergency telephone service and emergency notification services and to impose an emergency
telephone charge (the "ETC").
E. Part 2 of Article 1 of Title 29, C.R.S., encourages and authorizes governmental
entities to make the most efficient and effective use of their powers and responsibilities by
cooperating and contracting with other governmental entities. Specifically, C.R.S. § 29-1-103.5
authorizes the establishment of a separate legal entity for those purposes.
F. The Parties desire to amend and restate the provisions of the Original IGA and the
First Amended IGA as set forth herein.
G. Article XVII of the First Amended IGA permits amendments upon the affirmative
vote of at least two-thirds (2/3) of the parties to the First Amended IGA, provided that a majority of
the population in the Authority's jurisdiction reside within the jurisdictional boundaries of the
parties that voted in favor of the amendment.
H. This Agreement will become effective as of the Effective Date upon a resolution of
the Authority's board of directors (the `Board") confirming that the parties to the First Amended
IGA complied with Article XVII thereof.
Agreement
Now, therefore, in consideration of the recitals and the mutual promises set forth herein, the Parties
agree as follows:
Article 1. The Authority
Section 1.01 Continuation of the Authority as a Separate Legal Entity. The Authority created
under the Original IGA and continued under the First Amended IGA shall remain in existence and
continue as a separate legal entity, subject to the provisions of this Agreement.
Section 1.02 Name of the Authority. The name of the Authority shall be the Arapahoe County
911 Authority.
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Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Section 1.03 Status of the Authority.
(a) Separate Legal Entity. The Authority is a separate legal entity established in
accordance with C.R.S. § 29-1-203.5. As such, the Authority is a political subdivision and public
corporation of the State of Colorado and is separate from the Parties.
(b) Open Meetings. The Authority is a "local public body" under C.R.S. § 24-6-402 and
the Authority's meetings shall be conducted in accordance with the provisions thereof.
(c) Governmental Immunity. The Authority is a "public entity" pursuant to the
Colorado Governmental Immunity Act, Article 10 of Title 24, C.R.S. ("CGIA"), and shall be
operated in accordance with the CGIA.
(d) Open Records. As a political subdivision of the State of Colorado, the Authority is
subject to the Colorado Open Records Act, Part 2 of Article 72, Title 24, C.R.S.
(e) Default Contractual Provisions. As permitted by C.R.S. § 24-101-105(2), the
Authority shall be deemed to have adopted, and shall be subject to (as if the Authority were the
state), the provisions of C.R.S. § 24-106-109.
Section 1.04 Boundaries of the Authority. The jurisdictional boundaries of the Authority shall be
comprised of the following, as may be changed from time to time: (a) the unincorporated portions
of Arapahoe County; (b) those portions of Arapahoe County which are incorporated into a Parry's
jurisdiction; and (c) those portions of adjacent counties (i) that are incorporated into a Party's
jurisdiction and (ii) in which the Authority collects the ETC.
Section 1.05 Purpose of the Authority. The purpose of the Authority is to support 9.1-1 service
(including emergency telephone service, emergency notification service, and basic emergency service)
in the Authority's jurisdiction in accordance with the Emergency Telephone Service Law and other
applicable law. "9. 4" means a three -digit number to facilitate the reporting of an emergency
requiring response by a public safety agency.
Section 1.06 Powers of the Authority.
(a) Emergency Telephone Service Law.
(i) Generally. The Authority is a "governing body" under the Emergency
Telephone Service Law.
(ii) Emergency Telephone Charge.
(1) Amount of the ETC. The Authority shall set the amount of the ETC
pursuant to the Emergency Telephone Service Law, including C.R.S. § 29-11-102(2).
(2) Annual Determination of ETC Rate. In accordance with the
Emergency Telephone Service Law, including C.R.S. § 29-11-103(3), the Authority shall annually
establish the amount of the ETC such that, together with any surplus revenues carried forward, the
ETC will produce sufficient revenues to fund the Authority's authorized expenditures.
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Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
(3) Handling of ETC Revenue. Monies collected from the ETC ("ETC
Funds") shall be kept in accordance with the Emergency Telephone Service Law, including C.R.S.
§ 29-114040).
(4) Use of ETC Revenue. ETC Funds shall be spent solely as authorized
by the Emergency Telephone Service Law, including C.R.S. § 29-11-104(2).
(b) Additional Authority. In order to enable the Authority to exercise its rights and
perform its obligations, and subject to and in accordance with applicable law, the Authority shall
have the power and authority to do all of the following:
residents;
W conduct its business and affairs for the benefit of the Parties and their
(d) enter into, make, and perform contracts of every kind;
(iii) adopt rules and regulations regarding the exercise of its powers and the
carrying out of its purposes;
(iv) incur debts, liabilities, and obligations;
(v) borrow money and make, accept, endorse, execute, issue, and deliver notes
and other obligations of the Authority for monies borrowed, or in payment for property acquired,
or for any of the other purposes, services, or functions contemplated by this Agreement;
(vi) secure the payment of any Authority obligation by mortgage, pledge, deed,
indenture, agreement, or other collateral instrument, or by lien upon or assignment of all or any
part of the properties, rights, assets, contract, easements, revenues, and privileges of the Authority;
(vii) issue bonds, notes, or other obligations payable from the revenues derived or
to be derived from the ETC;
(viii) acquire, hold, lease (as lessor or lessee), sell, or otherwise dispose of any legal
or equitable interest in real or personal property;
(ix) apply for and receive grants in its own name;
(x) engage, employ, or appoint agents or service providers, including
accountants, architects, attorneys, consultants, employees, engineers, executive directors, and
managers, and to pay the direct and indirect reasonable costs for services rendered to the Authority;
(xi) purchase insurance;
(xii) litigate, arbitrate, and / or mediate in its own name;
(xiii) participate in administrative proceeding before the state or federal
government and advocate for or against issues before legislative or administrative bodies;
(xiv) receive contributions of gifts, grants, or services; and
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Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
(xv) exercise any additional power or authority, not inconsistent with this
Agreement, that is necessary or appropriate to carry out the intent of this Agreement.
Section 1.07 Obligations of the Authority.
(a) Annual Budget. Unless the financial activities of the Authority are fully reported in
the budget of one of the Parties, the Authority shall annually prepare a budget in accordance with
the Local Government Budget Law of Colorado, Part 1 of Article 1 of Title 29, C.R.S.
(b) Distribution of Funds. The Board may establish policies and procedures for the
distribution and expenditure of the Authority's funds, including of ETC Funds.
(c) Books and Records. The Authority shall maintain adequate and correct accounts of
its funds, properties, and business transactions. The Authority's accounts shall be open to inspection
at any reasonable time by the Parties, their attorneys, and their authorized agents.
(d) Audit. Unless the financial activities of the Authority are folly reported in the audit
of one of the Parties, the Authority shall cause to be made an annual audit of the financial statements
of the Authority for each fiscal year, which audit shall be conducted by an independent certified
public accountant licensed to practice in the State of Colorado and which shall be conducted in
accordance with the Colorado Local Government Audit Law, Part 6 of Article 1 of Title 29, C.R.S.,
and § 29-11-104(5), C.R.S.
(e) Compliance with Law. The Authority shall comply with any applicable law or
regulation. If the Authority's performance of an obligation imposed by this Agreement would result
in the Authority's violation of an applicable law, the Authority shall take a course of action that, in
its reasonable determination, would carry out the intent of this Agreement while not violating the
law.
Section 1.08 Authority Assets. Any assets, goods, or services received or purchased by the
Authority shall be owned by the Authority, unless the Board determines otherwise.
Section 1.09 Obligations of the Parties. If the Authority provides, makes available, or transfers
ownership of assets, goods, or services purchased using ETC Funds ("ETC Assets") or ETC Funds
to a Party, the recipient -Party shall only use such ETC Assets or ETC Funds in accordance with:
(a) any conditions imposed by the Authority; (b) any written policies of the Authority then in effect;
(c) any agreements between the Authority and the Party; and (d) the Emergency Telephone Service
Law.
Article 2. Board of Directors
Section 2.01 Board of Directors. All powers of the Authority shall be exercised by or under the
authority of, and the business and affairs of the Authority shall be managed under the direction of,
the Authority's board of directors (the "Board"), in which all administrative and legislative power of
the Authority is vested.
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Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Section 2.02 General Standards of Conduct for Directors.
(a) Standard. Each director of the Board (a "Director") shall discharge the Director's
duties as a Director: (i) in good faith; (ii) with the care an ordinarily prudent person in a like position
should exercise under similar circumstances; (iii) in a manner the Director reasonably believes to be
in the best interests of the Authority; and (iv) otherwise in accordance with applicable law.
(b) Reliance on Experts. In discharging his or her duties, a Director is entitled to rely on
information, opinions, reports, or statements, including financial statements and other financial
data, if prepared or presented by one or more of the following persons or groups: (i) one or more
employees of any Party whom the Director reasonably believes to be reliable and competent in the
matters presented; and (ii) legal counsel, public accountant, or another person as to matters that the
Director reasonably believes to be within such person's professional or expert competence.
(c) Knowledge. A Director is not acting in good faith if the Director has knowledge
concerning the matter in question that makes reliance otherwise permitted by Section 2.02(b)
unwarranted.
(d) Liability for Actions. A Director shall not be liable as such to the Authority or any
Party for any action taken, or omitted to be taken, as a Director performing the duties of the position
in compliance with this Section 2.02. Nothing in this Section 2.02 shall modify or lessen any
protection or limitation of liability afforded to Directors under applicable law.
Section 2.03 Number of Directors. The Board shall be comprised of five Directors appointed as
set forth in Section 2.04.
Section 2.04 Appointment of Directors.
(a) Law Enforcement Directors. The Arapahoe BOCC shall appoint two Directors
(each, a "Law Enforcement Director") from the nominees submitted by the Parties that operate law
enforcement agencies, provided that each Party entitled to nominate a candidate for a Law
Enforcement Director vacancy may only submit one nominee per vacancy.
(b) Fire Protection Directors. The Arapahoe BOCC shall appoint two Directors (each,
a "Fire Protection Director") from the nominees submitted by the Parties that operate fire
protection/fire rescue agencies, provided that each Party entitled to nominate a candidate for a Fire
Protection Director vacancy may only submit one nominee per vacancy.
(c) At -Large Director. The Arapahoe BOCC shall appoint one Director in its discretion
(an "At -Large Director").
(d) Nomination Procedure. Each nomination for a Director candidate shall be in
writing. The Board may specify reasonable deadlines for the submission of nominations.
(e) Director Oualifications. A Director must be at least 18 years old and must either
(i) reside in the Authority's jurisdiction (as determined in Section 1.04) or (ii) be employed by a
Party.
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
(f) Existing Directors. The five existing Directors serving as of the Effective Date (the
"Existing Directors") shall remain as Directors immediately after the Effective Date to finish their
Terms, provided that two Existing Directors' Terms shall expire in 2020, two Existing Directors'
Terms shall expire in 2021, and the final Existing Director's Term shall expire in 2022. The Board
shall identify which Existing Director's Term expires in which year.
Section 2.05 Directors' Terms.
(a) Generally. Each Director may serve an unlimited number of three year terms (each,
a "Term"). Each Term shall expire on the last day of February of the third year of the Term; provided,
however, that a Director shall remain in office until his or her successor is appointed (unless the
Director resigns or is removed pursuant to this Agreement).
(b) Staggered Terms.
(i) In 2020, one Law Enforcement Director and one Fire Protection Director
shall be appointed.
(ii) In 2021, one Law Enforcement Director and one Fire Protection Director
shall be appointed.
(iii) In 2022, one At -Large Director shall be appointed.
Section 2.06 Resignations, Removals, and Vacancies.
(a) Resignations of Directors. A Director may resign at any time by giving written notice
to the Board Chair. Such resignation shall take effect at the time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective.
(b) Removal of Directors.
(i) Removal by Board. A Director may be removed for cause (as determined in
the reasonable discretion of the Board) by the unanimous affirmative vote of the remaining Directors
(i.e., all the Directors except the Director being removed); provided, however, that the unanimous
affirmative vote of the remaining Directors totals at least three Directors. A Director removed under
this Section 2.06(b)(i) may not be reappointed as a Director.
(ii) Removal by the Arapahoe BOCC. The Arapahoe BOCC may remove: (1) a
Law Enforcement Director upon receipt of notice of the affirmative vote of a majority of the Parties
that operate law enforcement agencies; and (2) a Fire Protection Director upon receipt of notice of
the affirmative vote of a majority of the Parties that operate fire protection/fire rescue agencies. The
Arapahoe BOCC may remove an At -Large Director in the Arapahoe BOCC's discretion.
(c) Vacancies on the Board. A vacancy occurring on the Board shall be filled in
accordance with Section 2.04. Any person appointed to fill a vacancy shall complete the prior
Director's Term.
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Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Section 2.07 Officers of the Board. The Board shall annually elect one Director to each of the
following officer positions: (a) chair of the Board (the "Board Chair"); (b) vice -chair of the Board;
(c) secretary of the Board; and (d) treasurer of the Board. Each elected officer shall perform the duties
incident to the office to which he or she was elected. A Director may serve in more than one officer
position simultaneously. The Board may remove and replace an officer at any time for any reason.
An officer may resign at any time.
Section 2.08 Meetings.
(a) Regular Meetings. The Authority shall hold at least two regular meetings per year.
The Board may hold additional regular meetings as it deems necessary.
(b) Special Meetings. Special meetings of the Board may be called by (i) the Board Chair
or (ii) any three Directors.
Section 2.09 Quorum and Voting. A quorum for the transaction of business shall be present if
the number of Directors present at a meeting equals or exceeds the majority of the Directors in office
immediately before the meeting, but in no case less than two Directors. The vote of a majority of
the Directors present at a meeting at which a quorum is present shall be the act of the Board. No
Director may vote or act by proxy at any meeting of the Board.
Section 2.10 Participation by Electronic Means. Directors may participate in a meeting of the
Board by means of telephone conference or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time. Such participation shall constitute
presence at the meeting.
Section 2.11 Compensation. Directors shall not receive compensation for their services as such,
although the reasonable expenses incurred by a Director in performance of official duties may be
paid or reimbursed by the Authority. Directors shall not be disqualified from receiving reasonable
compensation for services rendered to or for the benefit of the Authority in any other capacity.
Section 2.12 Committees. By one or more resolutions, the Board may establish one or more
committees. The normal role of a committee is to consider matters of concern to the committee and
to make recommendations thereon to the Board. A committee shall not have any authority to bind
the Board or the Authority. The chair and membership of any such committee shall be appointed
by the Board on an annual basis or as the Board deems advisable. Unless a future termination date
is specified by resolution, a committee shall exist until disbanded by the resolution of the Board.
There is no requirement that a Director serve on a committee.
Article 3. Term and Termination of this Agreement
Section 3.01 Term. This Agreement shall be in full force and effect from the Effective Date,
subject to any amendments, until terminated as provided for herein.
Section 3.02 Termination.
(a) This Agreement may be terminated, and the Authority wound -up and dissolved,
upon the affirmative written consent of at least two-thirds (2/3) of the Parties, provided that a
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
majority of the population in the Authority's jurisdiction also resides within the jurisdictional
boundaries of the Parties consenting to the termination. The effective date of termination shall be
one year after the affirmative written consent is signed by the requisite number of Parties.
(b) Upon termination of this Agreement, (i) the Authority shall remain in existence to
wind up its business affairs and then shall cease to exist, (ii) the Authority's ETC Assets and ETC
Funds, net of any of the Authority's outstanding liabilities, shall be distributed to the Parties in a
manner that is fair to all Parties and that preserves the provision of 9-1-1 service in the Authority's
jurisdiction, as determined by the Board in its reasonable discretion, and (iii) if a Party provided
specific, identifiable property to the Authority and the Authority retains such property upon
termination, the Authority shall return such property to the Party that provided it.
Article 4. General Provisions
Section 4.01 Parties.
(a) Adding Additional Parties. A body politic and corporate within the State of Colorado
may become a Party to this Agreement by (i) obtaining the approval of the Board and (d) executing
a signature page signifying its acceptance of all the provisions of this Agreement. Among other
considerations, the Board shall consider the potential Parry's connection to 9-1-1 service in Arapahoe
County.
(b) Changes to the Parties.
(i) Merger of Parties. If two Parties merge or combine, the surviving or new entity
shall be deemed a Party to this Agreement without further action.
(ii) Merger with Non -Party. If a Party merges or combines with a non -Party, the
surviving or new entity may only become a Party in accordance with Section 4.01(a).
(iii) Dissolution of a Party. A Party which dissolves or is wound up, whether due
to merger or combination with another entity or otherwise, will no longer be considered a Party to
this Agreement effective upon a resolution of the Board acknowledging the dissolution or winding
up.
(c) Withdrawal of a Party.
W Right to Withdraw. A Party may withdraw from this Agreement by providing
written notice to the Authority on or before May 1 of any year; notice provided after May 1 shall be
deemed given the following year. A Party's withdrawal shall be effective on December 31 of the year
in which notice was given and, upon such date, the Parry shall no longer be considered a Party to
this Agreement.
(h) Treatment of ETC Assets and ETC Funds. The Authority may provide or
make available assets or services purchased using ETC Funds to a withdrawing Party after the
effective date of withdrawal in the Authority's sole discretion. If the Authority provides or makes
available ETC Assets to a withdrawing Party after withdrawal, the withdrawing Party shall continue
to comply with Section 1.09 for so long as such ETC Assets are provided or made available. If the
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Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Authority transferred ownership of ETC Assets or ETC Funds to a Party and the Party subsequently
withdraws, the Party shall retain ownership of such ETC Assets and ETC Funds and shall continue
to comply with Section 1.09 after withdrawal.
(iii) Treatment of Specific Property. If a withdrawing Party provided specific,
identifiable property to the Authority and the Authority retains such property upon the Party's
withdrawal, the Authority shall return such property to the Party that provided it; provided that, if
requested by the Authority before the effective date of withdrawal, the withdrawing Party shall make
the property available for 9-1-1 or emergency communication related use by the Authority and/or
the other Parties after withdrawal.
Section 4.02 Amendments. Any amendment to this Agreement will be effective only if in writing
and approved and signed by at least two-thirds (2/3) of the Parties, provided that a majority of the
population in the Authority's jurisdiction also resides within the jurisdictional boundaries of the
Parties consenting to the amendment.
Section 4.03 Further Assurances. Each Party shall execute all further documents and take all
further acts reasonably necessary or appropriate to carrying out the intent of this Agreement.
Section 4.04 Notices. Any notices given hereunder shall be in writing and deemed given (a) one
business day after sent via email, (b) three business days after mailed, first class postage prepaid, or
(c) immediately upon hand delivery. Notices shall be delivered to the chief law enforcement or fire
protection officer of the Parties or, in the case of Arapahoe County, to the chairperson of the
Arapahoe BOCC. Notices to the Authority shall be delivered to the Board Chair.
Section 4.05 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado, without regard to such jurisdiction's conflict of laws
principles.
Section 4.06 Venue. An action brought by any Party or the Authority to interpret or enforce any
provision of this Agreement may be brought only in a state court located in Arapahoe County,
Colorado. Each Party submits to the jurisdiction and venue of such courts and waives any objection
to which it otherwise might be entitled regarding such jurisdiction or venue.
Section 4.07 WAIVER OF RIGHT TO JURY TRIAL. EACH PARTY AND THE AUTHORITY HEREBY WAIVE
ANY RIGHT IT HAS OR MAY HAVE TO A JURY TRIAL IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT.
Section 4.08 Relationship of the Parties.
(a) Nothing in this Agreement creates a joint venture or partnership between or among:
(i) the Parties, or any of them; (ii) the Authority; and/or (iii) any third party.
(b) Neither any Party nor the Authority: (i) will be liable for the debts, liabilities, or
obligations of the others; (ii) is acting as the agent or partner of the others or will hold itself out as
such; or (iii) has the authority to bind the others.
10
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Section 4.09 Force Majeure. Neither any Party nor the Authority will be considered in default
under this Agreement to the extent that their performance is delayed or prevented by fire, flood,
hurricane, tornado, earthquake, other natural disasters, riot, war, terrorism, labor disputes, civil
strife, or other event outside the reasonable control of the performing Party or Authority.
Section 4.10 Entire Agreement. This Agreement states the entire agreement among the Parties
with respect to the subject matter of this Agreement and supersedes and replaces all previous
discussions, negotiations, and agreements, including the Original IGA and the First Amended IGA.
Section 4.11 Waiver. The failure of any Party or the Authority to insist upon the performance of
any provision of this Agreement or to exercise any right or privilege granted to such Party or the
Authority under this Agreement will not be construed as waiving such provision or any other
provision of this Agreement.
Section 4.12 Severability. If any provision of this Agreement is held to be invalid or unenforceable,
then the provision shall, if practicable, be modified or amended by the court to render it enforceable
to the maximum extent permitted; if modification or amendment is not practicable, then the
provision shall be severed from this Agreement with no effect upon the remaining provisions of this
Agreement.
Section 4.13 Third Party Beneficiaries. No provision of this Agreement is intended, nor shall it be
interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in
any person except the Parties and the Authority.
Section 4.14 Counterparts. This Agreement may be executed and delivered in counterparts
(including by means of electronic signatures), all of which taken together will constitute one and the
same agreement.
Section 4.15 Rules of Construction.
(a) Numbered Sections. Unless otherwise stated, a reference to any section will be
construed as a reference to the entire section identified, including any subsections thereof.
(b) Headings. The headings in this Agreement are for convenience of reference only and
will be ignored for purposes of construing and interpreting this Agreement.
(c) Citations to Statutes. Any citation to one or more statutes in this Agreement shall be
interpreted as a citation to those statutes as they may be amended from time to time.
(d) Including. The words "including" and "includes" shall be interpreted to mean
"including without limitation" and "includes without limitation."
[signature page follows]
11
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Ill witness whereof, the Parties are executing this Agreement to signify their acceptance of all the
provision set forth herein, to be effective as of the Effective Date regardless of the actual date of
signature.
Attest:
C
Arapahoe County, acting by and through its
Board of County Commissioners
Name: Name:
Title: Title:
Date: Date:
12
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
By: --
Name:
Title:
Date:
Approved as to legal form:
By: --
Name:
Title:
Date:
Bennett Fire Protection District
By: _
Name:
Title:
Date:
13
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
By: --
Name:
Title:
Date:
Approved as to legal form:
By: --.
Name:
Title:
Date:
Town of Bow Mar
By
Name:
Title:
Date:
14
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
By: --
Name:
Title:
Date:
Approved as to legal form:
By: __.
Name:
Title:
Date:
Byers Fire Protection District
By: __
Name:
Title:
Date:
15
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergoverninental Agreement
Attest:
Name: Name:
Title: Title:
Date:
Approved as to legal form:
By: --.
Name:
Title:
Date:
Date:
South Metro Fire Rescue
Fire Protection District
TGI
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
City of Centennial
Name:
Name:
Title:
Title:
Date:
Date:
Approved as to legal form:
By.
Name:
Title:
Date:
17
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
By: —
Name:
Title:
Date:
Approved as to legal form:
By: __,
Name:
Title:
Date:
City of Cherry Hills Village
By: --
Name:
Title:
Date:
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
By: __.
Name:
Title:
Date:
Approved as to legal form:
By:
Name:
Title:
Date:
Town of Columbine Valley
By: --
Name:
Title:
Date:
19
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
Cunningham Fire Protection District
IM
Name: Name:
Title: Title:
Date: Date:
--------------------------------
Approved as to legal form:
By
Name:
Title:
Date:
20
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergoverninental Agreement
Attest:
By: --
Name:
Title. -
Date:
Approved as to legal form:
By: --
Name:
Title:
Date:
Town of Deer Trail
By
Name:
Title:
Date:
21
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
By: --,
Name:
Title:
Date:
Approved as to legal form:
By: _—
Name:
Title:
Date:
Deer Trail Fire Protection District
By: --
Name:
Title:
Date:
22
ignature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
By: __
Name:
Title:
Date:
Approved as to legal form:
By: __,
Name:
Title:
Date:
City of Englewood
Name:
Title: ---- �— ��-------
Date:------------
23
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
By: —
Name:
Title:
Date:
Approved as to legal form:
By: _—.
Name:
Title:
Date:
Town of Foxfield
By: ----------
Name:
Title:
Date:
24
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest: City of Glendale
Name:
Name:
Title:
Title:
Date:
Date:
Approved as to legal form:
By
Name:
Title:
Date:
25
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
By: --
Name:
Title:
Date:
Approved as to legal form:
By: --
Name:
Title:
Date:
City of Greenwood Village
By: --
Name:
Title:
Date:
26
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreernent
Attest:
By: --
Name:
Title:
Date:
Approved as to legal form:
By: --
Name:
Title:
Date:
City of Littleton
By: ---------
Name:
Title:
Date:
27
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
By: -_.
Name:
Title:
Date:
Approved as to legal form:
By: -_.
Name:
Title:
Date:
Sable -Altura Fire Protection District
By: --
Name:
Title:
Date:
AN
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
By: --
Name:
Title:
Date:
Approved as to legal form:
By: --
Name:
Title:
Date:
City of Sheridan
By
Name:
Title:
Date:
►Q
Signature Page to the
Second Amended and Restated Arapahoe County
911 Authority Intergovernmental Agreement
Attest:
Strasburg Fire Protection District
Name:
Name:
Title:
Title:
Date:
Date:
Approved as to legal form:
By.
Name:
Title:
Date:
30