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HomeMy WebLinkAbout2014 Ordinance No. 063• ORDINANCE NO~ SERlES OF 2014 BY AUTHORITY COUNCIL BILL NO. 64 INTRODUCED BY COUNCU.. MEMBER GILLIT AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT WITH THE METROPOLITAN AREA COMMUNICATIONS CENTER AUTHORITY (METCOM) AND THE CITY OF ENGLEWOOD, COLORADO REGARDING FIRE DISPATCH SERVICES. WHEREAS, the City has been considering various alternatives for the future provision of fire and emergency medical services; and WHEREAS, dispatch services for the City of Englewood's fire and emergency medical services is currently handled by Englewood Police and Fire Communications Center; and WHEREAS, options evaluated have included upgrading our center with capital improvements and additional personnel to accommodate joining the regional fire computer aided dispatch (CAD) system or contracting fire dispatch services with another center that already has such capabilities; and WHEREAS, MetCom was created between the Parker Fire Protection District and South Metro Fire Rescue, to provide emergency services communications, dispatching services, and technology support; and WHEREAS, MetCom is comprised of the original Organizing Members, Parker Fire Protection District and South Metro Fire Rescue, and such additional Members as may be added to MetCom from time to time pursuant to Article IV of the MetCom Agreement; and WHEREAS, MetCom owns and operates a center for emergency services dispatching and communications ("Dispatch Center''); and WHEREAS, Article III, Section 3.2 of the MetCom Agreement allows MetCom to offer services to Public Agencies providing Fire or EMS Services in any area capable of being served by MetCom; and WHEREAS, Article m, Section 3.5.4 of the MetCom Agreement authorizes MetCom to enter into contracts with local government entities and political subdivisions of the State of Colorado; and WHEREAS, Article VI, Section 6.2 of the MetCom Agreement allows MetCom to enter into user agreements and agreements for specific services that are independent from the services provided generally to Members; and 1 11 b iii WHEREAS, Article XIV, Section 18(2)(a) of the Colorado Constitution and Part 2, Article 1, • Title 29, C.R.S., encourage and authorize governments to cooperate and contract with one another to provide any function, service, or facility lawfully authorized to each; and WHERAS, Englewood does not wish to become a Member of MetCom, but wishes to receive from MetCom specific communications and dispatching services, and MetCom wishes to approve this User Agreement and provide such specific services to Englewood, as contemplated by the MetCom Agreement; and WHEREAS, due to operational and financial efficiencies of joining a regional fire dispatch center that enhances services delivery and firefighter safety, City Council has decided to enter into a User Agreement with MetCom fire dispatch. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section I. The City Council of the City of Englewood, Colorado hereby authorizes the Metropolitan Area Communications Center Authority User Agreement attached hereto as "Exhibit l ". Section 2. The Mayor and the City Clerk are hereby authorized to sign and attest said Metropolitan Area Communications Center Authority User Agreement for and on behaJ f of the City of Englewood. Section 3. No federal funds are being used for this project. Introduced, read in full, and passed on first reading on the 20th day of October, 2014. Published by Title as a Bill for an Ordinance in the City's official newspaper on the 24111 day of October, 2014. Published as a Bill for an Ordinance on the City's official website beginning on the 22 nd day of October, 2014 for thirty (30) days . Read by title and passed on final reading on the 3rd day of November, 2014. Published by title in the City's official newspaper as Ordinance N~ Series of 2014, on the 7th day of November, 2014. Published by title on the City's official website beginning on the 5th day of November, 2014 for thirty (30) days. ~l ~~- ~y P. Penn, Mayor 2 • • • I, Loucrishia A. Ellis, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is}-_ i_lle copy of the Ordinance passed on final reading and published by title as Ordinance No.~ Series of 2014 . 3 • METROPOLITAN AREA COMMUNICATIONS CENTER AUTHORITY USER AGREEMENT TIDS USER AGREEMENT ("User Agreement'') is entered in to this __ day of _____ 2014, by and between the METROPOLITAN AREA COMMUNICATIONS CENTER AUTHORITY ("MetCom'' and the City of Englewood ("Englewood") (MetCom and Englewood being referred to collectively as "Parties" or singularly as "Party"). RECITALS A. WHEREAS, MetCom was created by agreement dated June 91 2007 and the Amended and Restated Intergovernmental Agreement dated October 5, 2010 ("MetCom Agreement''• a copy of which is attached hereto as Exhibit A and Incorporated herein, between the Parker Fire Protection District and South Metro Fire Rescue, to provide emergency services communications, dispatching services, and technology support; and B. WHEREAS, MetCom is comprised of the original Organizing Members, Parker Fire Protection District and South Metro Fire Rescue, and such additional Members as may be added to MctCom from time to time pursuant to Article IV of the MetCom Agreement; and 1 • C. WHEREAS, MetCom owns and operates a center for emergency services dispatching and communications ("Dispatch Center"); and D. WHEREAS, Article III, Section 3.2 of the MetCom Agreement allows MetCom to offer services to Public Agencies providing Fire or EMS Services in any area capable of being served by MetCom; and B. WHERBAS, Article III, Section 3.5.4 of the MetCom Agreement authorizes MetCom to enter into contracts with local government entities and political subdivisions of the State of Colorado; and F. WHEREAS, Article VI, Section 6.2 of tho MetCom Agreement allows MetCom to enter into user agreements and agreements for specific services that are independent from the services provided generally to Members; and 0. WHEREAS, Article XIV, Section 18{2)(a) of the Colorado Constitution and Part 2, Article 1, Title 29, C.R.S., encourage and authorize governments to cooperate and contract with one another to provide any function, service, or facility lawfully authorized to each; and 0041 om.DOCX I 2) H. WHEREAS, Englewood does not wish to become a Member of MetCom, but wishes to receive from MetCom specific communications and dispatching services, and MetCom wishes to approve this User Agre.ement and provide such specific services to Englewood, as contemplated by the MetCom Agreement; AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which ls hereby acknowledged, the Parties hereby agree as follows: I, Term of the Agreement. (a) Tunn, This User Agreement shall become effective December 1, 2014 ("Effective Date 11 ). The initial tenn of this User Agreement shall be for three (3) year(s) (' 1 Initial Tenn°) from the Effective Date. Thereafter, this User Agreement may be renewed for one (1) subsequent three (3) year terms ("Subsequent Tenn''), upon written notice of Englewood given to MetCom no fewer than twelve (12) months prior to the expiration of the Initial Term or Subsequent Tenn then in effect. (b) Subject to Amntal Appropriations. Any Initial Term and Subsequent Term • is subject to annual appropriation by Englewood of the payments required herein . If MetCom is determined to be subject to, but not be an enterprise pursuant to Article X, • Section 20 of the Colorado Constitution, continuation of this User Agreement shall also be subject to annual appropriation by MetCom of sufficient funds to carry out its obligations hereunder. Notwithstanding the foregoing, Englewood and MetCom agree that any preliminary budget presented to their governing bodies for consideration shall include sufficient funds and appropriations to carry out the terms, duties and obligations contained herein for the subsequent fiscal year. (c) TerminatiQg. Notwithstanding anything in this User Agreement to the contrary, the Parties may terminate this User Agreement prior to the expiration of the Initial Term or any Subsequent Term by mutual, written agreement. 2. Incorporation ofMetCom Agreement Englewood agrees to abide by the MetCom Agreement and that this User Agreement is governed by all provisions of the MetCom Agreement applicable to a User Agreement. (a) Definitions. Terms used in this User Agreement that are defined in the MetCom Agreement shall have the meanings assigned by the MetCom Agreement. (b) IncQJJoration ofTer:nm. The terms, conditions, rights and obligations of the MetCom Agr~ement are incorporated into this User Agreement in full, unless specifically provided or the context of this User Agreement provides otherwise. Reference in this User Agreement to specific provisions of the MetCom Agreement shall • (00410522.DOCX/2) 2 • not indicate the failure to incorporate provisions of the MetCom Agreement not specifically mentioned. (c) Amendment ofMetCom Agreement. During the Initial Tenn or any Subsequent Term of this User Agreement, Englewood agrees to be bound by amendments to the ~etCom AgreeDl,ent thaJ do not adversely alter the tetlllS regarding terminatio~ or paymen~ or the services provided by this User Agre~men~ 'An amendment will be deeme4 to be adverse to Englewood if it increases the period of notice required o~ Englewood for terminatio._, decreases the period ~f noti~ required for renewal, changes the method of calculating Englewood's payments for services, increases the frequency of payments, or decreases the scope, of or performance standard~ applicable to the services required herein, unless agreed to in writing by Englewood. Any ·subsequent Terms shall be subject to the terms of the MetCom Agreement, as amended from time to time, in effect upon the expiration of the immediately preceding Initial Term or Subsequent Term. · · . ' , 3. User Status: Aa of the Effective Date, Englewood shall be provided user services by MetCom pursuant to Section 6.2 of tha MetCom Agreement. By entering into this User Agreement Englewood does not acquire status as a Member, nor ls Englewood entitled to any of the rights or services associated with Member status, except that Englewood shall ba permitted to attend and participate in meetings ofMetCom's Board of Directors and o~rational discussions in an advisory role, bu~ s~all have no voting authority. · · 4. Sccme of Services. The functiom and services to be provided by MetCom to Englewood shall be those functions and services set forth in Exhibit B attached hereto and incorporated herein ("User Services"). (a) Dis.patch Center. Primary emergency call handling and dispatch services shall be provided through the MetCom Dispatch Center located at 9195 East Mineral Avenue, Centennial, Colorado, unless otherwise determined by the MetCom Board of Directors, (b) Performance Standards. In providing the User Services to Englewood, MetCom shall meet performance standards for providing User Services established by the Board and amended from time to time, including performance standards set forth in the MetCom bylaws, rules or regulations ("User Performance Standards"). MetCom shall also meet the minimum performance standards provided in Exhibit C attached hereto and incorporated herein ("Englewood Performance Standards"). In case of conflict between the User Perfonnance Standards and Englewood Performance Standards, the Perfonnance Standards that provide the highest level of service shall apply. ( c) Ownership of Records and Data. All records of MetCom related to • Englewood, including electronically stored data, geographic information system ("GIS") ' 100410522.O0CX/2) 3 and computer aided dispatch ("CAD") data, and audio tapes shall be tho property of MetCom, but available to Englewood. MetCom shall make copies of such records at the request and cost of Englewood, and shall not dispose of any such records without the . written agreement of Englewood. ( d) Integration of User Communications Systems. Englewood shall_ integrate its communication systems with tho communications system of MetCom u provided for in Section 3.4 of the MetCom Agreement for Members and as agreed to in Exhibit D attached hereto and incorporated herein, unless specifically agreed to in writing. s. PaYmeng. , (a) Amount Englewood's payments to MetCom for User Services shall be $51,912.00 per quarter. (b) 12Yg, MetCom shall provide Englewood with a written invoice for payment for User Services not later than 30 days following the expiration of the period being invoiced. Payment shall be due from Englewood to MetCom no later than 30 days following receipt by Englewood of a written invoice. An invoice shall be considered received 3 days following deposit in the United States Postal Service first clasa mail, or ir111m,di1:&lc:ly upon fnmsmittal by email. • (c) Late PavmentS: ~y p~yment required under this User Agreement that is • not paid when due shall accrue compound interest in tho amount of one percent (1 %) per month until paid. . 6, Di~pute Resolution. The parties agree to enter into third-party mediation prior to taking any other formal action to enforce the tenn11 of this User Agreement. The mediator will be chosen by mutual agreement of the parties. The mediator must be neutral, knowledgeable in the area of dispute and live within 100 miles of the Dispatch Center. 7. Liability. Each party shall remain responsible for its own staffing and training and for any liability arising from its own actions and perfonnances under this Agreement. Notwithstanding the foregoing. both parties are relying Oflt and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, defenses and protections provided by the CGIA or otherwise available to the parties or their officers or employees •. 8. Miscellaneous. (a) Notices. Any formal notice, demand or request provided for in this User Agreement shall be in writing and shall be deemed properly served, given or made if delivered in person, by facsimile, or sent b>: registered or certified mail, postage prepaid • 100410522 • .DOCX/2) 4 to the Parties at the addresses as set forth on each signature page attached hereto, unless another address is certified to the other Party. (b) No Third Party Beneficiaries. Nothing in this User Agreement shall be deemed to create any third party benefits or beneficiarieat or create a right or cause of action for the enforcement of its terms, in any entity or person not a Party to this User Agreement (c) Amendments. Any amendments to this User Agreement shall be in writing and executed with the same formality as this User Agreement. (d) Seyerability. In the event that any of the terms, covenants or conditions of this User Agreement or the MetCom Agreement, or their application shall be held invalid as to any person, corporation or circumstance of any court having competent jurisdiction, the remainder of this User Agreement and the application in effect of its terms, covenants or conditions to such persons, corporations or circumstances shalt not be aff~ted thereby, (e) Duplicate Ori&inals. This User Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall comtitute one in the same instrument IN WITNESS WHEREOF, the Parties have caused this User Agreement to be executed u of the dates noted below. ATIEST: {004105ll.DOCX / 2) METROPOLITAN AREA COMMUNICATIONS CENTER AUTIIORITY c; = ~xccutivc Director = Date: \ a/ \ S-I e::-0' ... I s - • CITY OF ENGLEWOOD By: ____________ _ Randy P. Penn, Mayor Dato: _________ _ ATI'EST: By: __________ _ Loucrishia A. Ellis, City Clerk • Data: --------- • (0U.10522.00CX/2) 6 [0D410S21DOCX I l} EXHIBIT A METCOM AGREEMENT SH Attach1d 1 METROPOLITAN AREA. COMMU NICATIONS CINTER 9l!l~ Eut Mineral .'-.venue Centennial, CO 80112 Phone: 720-2S8-8911 Fax: 720-2S8-8730 www.metcom9l 1.ora Paul Smith, Director 1oom10• DOC, J) I AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT ESTABLISHING THB METROPOLITAN AREA COMMtJNICATIONS CENTER · AUTHORITY {M■tCom) • • • · Thia AMENDED AND RESTATED INTERaowRNMENTAL AGREEMENT ESTABLISHmQ me ~OPOLITAN AAEACOMMUNICATIQN~ c~ ·.• AUTHOIUTY (~• j Alliend~d Creadon Aifeement") ls macle and e~imct ~ ~ ~ day of QJ:mk ·• 20JJ2, bf and ~I the_ foUow~~-•ll ~f"~m s~~l co~tute' the? ~I ~ .. of~ M~~litan Area f;o~~tl~ Cr~~~~~~, (U'lA.u"'--•')• . ., • • • , , · , • · , . ·. 6Yllill"-"III 1 , , • , · • '' • , , , . 1 • • , , • • -• • • • • , • •• " • • -• • • ; • .••/ ;•~ .l • • •••·~•. • •~ ,. . ~.•::.: •, • '\ /,: •·•.•:•_·:..~ •.•.·~~--~ ... •~_,t ,-•L ~ • • · · 1. ·. Parker F~ Protection D(stri¢t. a quisl~~~olpal corpQl'ailon · and poUdcal subdivision orthe State of Colorado, orpn~4 pun~t.to Article I •. Title ,2, C.R.S. ("Parker Fi~"); and . · . · _. ·· ·. : . . . . ' · . . ; . · _. · · . .. -· . . . : • • • • • • ._ • ~ •, • I • •. f • 2, . South Metro Flro Rescu~ ·• quut-munlclpal corporitlon 'and poll~cal . subdivision of the State of Colorado, ol'P,llzed pursuant to Article I, _Title 32, C.R.S ("SMFR.•) . . . . . ·. I • .• ,· • ' ' • • • I \ • • I •_ • • . ~ ' . . ' . '• ·. . MCITAUI , . . . A. Artlclo XIV~ S.ectl~n 18(2)(1) oi'di~ Constitutlo~ cithe State of Colorado and Part 2, Article i; Title 29, C.R.S., encouraio and authoria intqovemmental agreements. · . ' . ' ' B. Section 29-1-203, C.~s .. autho~ aovemments to ~oopcrate ~d ~ontract with one ~other to Pff!Yl~, any ftlnctfon, "1'Ylce, or fac~lty 1-wMly au~• to each, and ~ establish ~ separa• le~ entity to ~ ~•. , . , , ; . . : . . . · . . ~ . The ara• M~b~ ~ each ~-~tborized to ~llblis~ operall and provide an _emeraency service.a compi_unlca~lons an.d dlspatchin1 ~~ter. • • , • •• I 1 • I • • -• ' ·: • 4 D. The OrpnlzJna Members entered Into that certain Intergovernmental · . Agreement Establlshlna the Metropolitan Area Commuplcatlo~ Center Authority, dated June 12. 2007 (the "Creation Asreement''). · _, •• 'I • The Orsanizina Members desire by this intergovernmental •areement to amend and restate the Creation Agreement for MetCom. which Is initially comprised ot the Organizins Members, and which provides emergency services C0111P1unicatlons, dispatchin& services, and technology support to the Orpnizlng Memben and ,uch other Members 8' may Join MetCom from time~ tJme. · NOW. lHEREFOR.E, for good and valuable consideration, the receipt and adequacy of which ii ~Y Kknowled&ed the Partle, hereby agree u follows: ARTICLE 1.;·mTcoM 1.1 Cogtlguattog o(M1tCom. The Parties hereby confm the continuation of the separate legal entity known u the Metropolitan Area Communications Center 101173706 DCC/ JI 2 Authority which shall be a separate legal entity and shall have the duties, privileges. immunities, rights and responslbilltles of a public body politic and corporate. · · · · · I ~ ' • I I 1.2 rrtldnl r:Jau o[IPffpa The princlpd place of business ofMetCom shall be established by the Board. Initially, the principal place of business ofMetCom shall be 9195 Ea9' Mineral ~venue, Centennla~ Colorado 80112. ARTICLE 2-DEFINITIONS As used In thfs Amended Creation Agreement. the followlna terms shall have the following meanings: 2.1 "APCO" means the Association of Public Safety Communications Officials. 2.2 11 Annual Capital Replacement Rutne Fund Coatrlbutloa" shall mean ftmdJ contributed to MetCom by each Member, at a level detennlned by the Board as sufficient to maintain a reasonable balance In MetCom's capital replacement reserve ibnd, and funded In the same manner as the Annual Operatlonal Contribution. 2.3 "Aaaual Opentloa ■I Coatrlbadoa" shall mean ftmds contributed to MetCom by each Member. sufficient to tbnd MetCom's operational Budget on an annual basi1, to be calculated in accordance with Seedon 7.4.l ofthll Amended Creation Agreement. 2.4 "A VL" refers to automatic vehicle location technology, 2.5 "Board" refers to the Board of Direct.on ofMetCom. u described in this Amended Creation Agreement. 2.6 "Bad1et' refers to the annual fiscal plan regardina anticipated revenues and expenditures of MetCom adopted &Mually by the Board. . . 2.7 "CAD" means computed .. aided dispatch. 2.8 "Call" means an emergency or a non-emergency request for service received either by radio or telephone that generates a CAD event and a primary unit assignment by MetCom , MetCom will allocate each Call to the Member whose service and territory encompasses the area within which the Call ori1inated and the service requested, reprdl~ of which entity responds to the Call. 2.9 "Capital Contribution" shall mean tbnds contributed to MetCom by each Member to defray MetComts costs incurred In purchasina equipment and other I 0017l1D6.DOC IJI 3 • • • • technology inftasttucture, and to establish an opentfonal contingency reserve ftlnd and a capital replacement reserve runc1.· It shall not mean operating expenses. 2.10 "Coat Allocadoa Worksheet" meani I wo~heet prepared ~d 1Mually revised by the Bo~d scrims forth e•ch Me~ber's Annual Operational~ Conlribudon for tho next Immediately followtn1 c1lendar year. : 1 ~ 2.11 "Director" means a member or the Board. ' .. l, 12 "E1.1cutlv1 Director" meana I person appointed by the Board of Dlrecton to manage the operations of MetCom, u set forth in Section 6.1. 2.13 "Fire or EMS Senlcn" means flre, ambulance and emeraency medical and rescue services. 2.14 "Fllcal Year" refers to the fiscal year ofMetCom, and shall be concurrent with the calendar year. 2. IS "Majority" means one (l) more than half of those eligible to vote, 2.16 11MDT1" refers to mobile data terminals. . . 2.17 "Member". means a Public A&~Y that is a party to this Amended Creadon Apement. 2.18 11M,~o~" means the Metropolitan Ara Communications Center Authority. I I I ~ • 2.19 "Orpalzlna Memben" shall refer to the initial parties to this Amended Creation Agreement, which are Parker Fire and SMFR. 2.20 "Private A1eaey" refers to a non-governmental entity that provides Fire or EMS Services. Private Agencies may receive services from MetCom, but shall not be deemed Memben or MctCom. 2.21 "Public A1eacy" ref en to a department or federal or state government, a county, municlpality, special district or similar local government that provides Fire or EMS Services. 2.22 "Quorum" means more than one-half of the number of Directors servina on the Board. 2.23 "RMS" means records management system. 10017l70t.DOC'l lJ 4 ARTICLE 3 -PlJRPOSI : 3.1 Pgrpo11-The purpose of MetCom ls to ram partnerships to Increase communications and coordination between endtles pmvldlng Flm or EMS Services at a re&ional level along the .Prent Ranae. MetCom's primary focus shall be to ensure the safety of the publl~ Bro fighters. and BMS 'persoMel ln the arcu that it serves. To ac:compllsh this mission, MetCom will p~lde support in the areu of dispatch, communications~ and Information technolo&Y to Plre or EMS Services, The ijoard shall determine the specific ~ of services provided based on the needs and interafl of the Members. · -· I • f' : l.2 Pgblls Aggelea. MetCom shall offer services ~o Public Agencies providing Pira or EMS Services in any area capable of beln1 served by the MetCom dispatdun1 and communications center. Odler Public Agencies may receive setvlces from MetCom if approved by the Board. 3.3 Aptlorlty flMMN •14 Sffllgs. The f\mctlona and servic:es of MetCom are: 3.3.l 3.3.2 3.3.3 (a) (b) 10017)7116.DOC Ill Acquisition, operation and maintenance of reai and personal property, systems, equipment ;wt other materials necessary to facilitate emergency reportlna, dlapatdtlna of emergency services, emergmcy service communications and related sel'\llca, includln1 contracdn1 for nrvice with. or acquisition, opc:radon. and maintenance of 1111 emergency service• dl1patchin1 and communications c:entei', and general technological support related to the operation of such ccn~. . . .' .. - Facilitate the purc:hase of equipment and other materials which are to bo used by individual Members in connection with the communications and dispa~hina senica provided by MetCom. Provide such other services or ftmctlona reasonably related to communications. dlspatchlna and technological support service:. for emergency service providcn. as may be authorized by Jaw to the Members, and as de~nnlned by the Board to be in the best interests of the Members and persona residlns within tbo service area boundaries of the Members, including but not limited to: Providin1 24 x 7, 365 days per year emergency Call handing and dispatch services to all Members. Ensurina that all dispatchers meet the minimum training standards as established by MetCom's Executive Director, the • • • (c) (d) (e) (t) (&) National Academy of Emeraency Medical Dispatch and APCO. Bnsurloa tho hf pest quality emergency communlcadons and customer service through the utllfmtion of• nationally recopized quality usunnce program. ' ' . Provtdlna public education for Member communities, Including cooperadon with Mem~ers and 911 authorities to provide youth 911 education,. business-based 911 education, ~ncl pubUc presentations qn the~ a~ slmll• topics. . . Providln1 manaaement lnfonnatlon . reports to all Members consistent with reportin1 customarily provided to entities provldin1 Fire or EMS Services. Ally costs assoelated with requests for special informadon services and/or reports by a particular Member, will be bome by the requestlna Member. •• • • I • ~ ' . ' Providln1 aeoaraphic infonnatfon system (GIS) support services for the maintenance or map data in each Member'• service area lncludlna street centerlines and other dispatch related layen required for vehicle routina. unit response reco-endatlons and dlspatchln1-. ~ . ' Provldfna support to Memben rm all non-radio based wireless dat111 communlcatlom such u MDTs and A VL dcvica, {h) Provide assistance with the integration of the Members' preplan data Into CAD, l.4 lnteggtlog o(Member1 ■d MetCom commyglgdog mtem1. Equipment that either direcdy or indlrecdy communicates with MetCam must be approved in advance by MetCom to ensure that It is compadble with .:"isting systems and in&astructure. This includes, but is not limited to, technology such u: RMS, station alertina, GIS and A VL systems. wireless modems and MDT1. 3.4.1 3.4.2 10017l706.DOCl3) Members must provide for any training required to enable personnel of MetCom to support Member-specific equipment and software that either directly or indirectly communicates with MetCom. Members will be responsible for any cosu associated with Implementing interfaces, network communication solutions or 6 other such equipment on existln1 or future MetCom systema or fntrutructure. 3.4.3 Other communications equipment, lncludlna but not limited to, apparatus radios, portable radios. cellular communications and network lnhstructure which may be necessary ror lhe Member's units to t\mction within the regional dispatch system. but are not defined within this Amended Creation Asrecmcnt. are tho sole responsibility of the Mcmben. · Purchase and maintenance or such equipment may be facilitated through the auspices or MctCom at the sole expense or tho Member seeldna the services of MetCom in this regard. Such costs will be invoiced independent o~tht Member's Annual Operational Contribution. 3.4.4 Costs associated with utillty company cin:ults, connecdona and monthly service•• which are used tor station communications. station notification systems. RMS interfaces and other such commwucatlons, shall be borne by individual Members. Members shall not. without the prior written consent ofMetCom and the system hardware/software providers, copy or reproduce the hardware, software or tirmwan used within the system. in wholo or In pmt. Furthermore. Memban shall not make such itcma available to otben '!idlout the same consent. . . . . ~. ~ ' l .4.6 Members shall not, without prior written consent of MetCom add addidonal softwan to any MDTs. 3.4.7 MetCom aarees to intearate and maintain the Member's geo,raphlc data necessary for proceuing dispatches in a timely manner. Members asrce to provide all geographic data infoonadon, including timely updates, to MetCom. 3,5 Po:,ym of MetCom. To enable MetCom to carry out its tbnctlons and provide the services described hen:inabove, MetCom shall have the followin1 powers: .. 3.5,1 3.5.2 t0017J7KDOC I JJ To acquire. conslrUct, manage. maintain, or operate an emergency services communications and dispatching center on behalf of the Members. To acquire, hold, lease (as Lessor or Lessee), sell, orothe1Wise dispose of any legal or equitable interest in real or personal property utilized for the purposes of reporting emergencies, dispatchin1 emergency services, providing emerpncy 7 • • • communlcatlom. and provldln1 technological support or other related services . . ... 3.5.3 To conduct its business and affain for the benefit of MctCom and tho constituentl lt serves. includln1 residents, property owners and visitors • . . l.S.4 To enter Into, make and parfonn contracts of every kind u authorized by law with other local 10venunental cndties, the Stare of Colorado or 1111y political subdivlsJon lhereo~ the United States. or any political subdivision thereof. and any lndlyldual, 8rm, asaoclatlon. partnershlp. corporation or any other orpnlzadon of any kind. 3J.5 To employ aacnts, fncludlns. but not limited to. engineers, attorneys. arc)litects and consultants, and employees, and to adopt penonnel polices, auidellnel and rqulations applicable to employees of MctCom. 3J.6 To Incur debts, liabilltles, or oblfptlons to the extent and in the mumer permitted by law, and borrow money and, from time to • time. to make, accept. endorse, execute, Issue and deliver bonds. notes and other obUptlons of MetC~m for monies borrowed, or in payment for property. acqWred, or for any of the ok purpoaa. servl~ ~ t\anctlons of MetCom; and II provided by ' law, and ro tbe'extent pamitted by Jaw, to secure the payment of any such oblfptlom by mortpp. pledae. deed, indenture. asrecmem, or other collateral lnstrument, or by other Hen upon wipment of all or any part of the properties, rights, assets, contracts, easements, revenues and privileaa of MetCom. MetCom shall have no authority or power to levy or collect taxea of any kind. 3.5.1 To own, operate and maintain real and pasonal p-operty and facilities in common with others, and to conduct joint. partnership, cooperative or other operations with others, and to exercise all the powers granted herein in joint, partnership or cooperative efforts and operations with others. 3.5.8 To act as apnt on behalf of the Members with regard to the functions and services described in this Amended Creation Agreement. 3.S.9 To sue. and to be sued, in its own name. 10017l706.DOC' I JI 8 3.5. l O To have and use a corporate seal. 3.5.11 To Ox, maintain and revlao fees. rates and chirps for ftlnctfons. services or facllltles provided by MetCom In the manner provided by law, 3.5.12 To adopt, by raolutlon. reawatlom respectina the exercise of Its powen and curyfn1 out of its purposes. 3.5. 13 To exercise any other powers which are essential to the provision of the functfon1, services or facllitles by MetCom and which me specified In thfa Amended Creation Agreement. 3.5.14 To receive contributions, gifts, bequests or other arants of cash, equipment « services for MetCom, the Members or other entities, individuals, or political subdivisions. 3.5.15 To exercise any power lawftdly authorized to eac:h of the Members, J,S.16 To contract with any appropljate entity to provide nccasary or desirable services to MetCom. ARTiCLI 4-MBMBIRSHIP 4.1 Memb-enhlp. Additional Public Apncle1 miy be ~dded to this Amended Creadon Apeement II a Member with un1nimo111 written consent formally approved by the govemlna body or each Public Apncy that is a Member at such time. Any Public Agency added u a Member shall be subject to such terms and conditions aa the Board of Dlrecton, In Its sole dlscmlon. may detmnine. The Board may asse111 new Member a Capital Contribution to cover its pro rata share of the costs of those capital wets previously purchued by MetCom for joint use by all Members. Any Member not assessed a Capital Contribution will not be credited with any cub value of the assets on hand u of the date o(jolnln1 u a Member. The Board shall be vested with absolute discredon to determine how the Capital Contribudon of any new Member i•· to be used by MetCom , including but not limited to dlstributina the Capital Contribudon or I new Member to the Organizing Members on an equal buis or usin& the Capital Contribution of a new Member to fund then-present or ftlnn capital needs of MetCom. 4.2 R;yogtlg or Membenlalp. The Board shall retain the dpt to revpke the membership of any Member of MetCom, with or without cause, but such action on revocation of membership shall require the vote of not less than sixty-six percent (66%) of the Directors ofMetCom, and the Board shall be required, by separate apmcnt with the Member whose membership is beins revoked, to make 100173706.DOC /lJ 9 • • arrangements to refund or repay the depteclated value of the lnldal Capital ContributJon made by such Member to MetCom. but cxcludln1 any portion of said Capital ContributiQD which wa1 alloca~ to the operational coatlnpncy reserve ftlnd or ca~l,~ replace~ ~erve ~ of MetCom. . . 4.l Memb,n-lp Rigg. Mcmbenhlp In MetCom shall mean the right to 11eelve communication based servlcel from MetCom. Members shall pay Cor costs associated with the services provided by MetCom. In accordance with the remainina terms of this Amended Creation Agreement. ' • • • ' ~ • • I ♦ 4.4 Prly1te Appel-. MetCom may separately contract with Private A1enciea, but no Private Agency may become a Member of MetCom or party to this Amended Creadon Agreement. . . 4.S Term. Tenglpatlop. Addi Pl 9t Deltdp1 Membera. i0017l706.DOC Ill ' . 4.5.l Ima. This Amended Creation Apment shall become effective when It baa been duly executed by all (>raanizlna Membe~ lb• _,.. of this Amended Creation Agreement shall be unllmited, and shall extend undl terminated a provided herein. · . . . · 4.5.2 4.5J 4.S.4 Termlgado ■• Th11 Amended cfeation 'Aireement may be terminated •t any time by writtm a,reement of all Memben then-exlsttna it tha time of such termination. Comolldltlog by Me,pben. Consolidation by a Member with another Member or non-Member to ronn • single legal entity shall not terminate this Amended Creation Agreement nor·cause • withdrawal by the consolidatin1 Member or Members. All rl&hts and obllptlons of such con101ld ■tln1 Member or Members shall Inure to the newly created slnaJe legal entity, except that no consolidation by a Member shall increase any non-consolldatin1 Member's share of Capital Contributions required under thls Amended Creation Agreement without the written consent of such non,,consolidatfng Member, nor shall any consolidated entity have more than one Director on the Board of Dlrecton. Th• fonnation of the South Metro Fire Authority by the Orpnlzfn1 Membas does not constitute a consolidation u contemplated by this Subsecdon 4.5.3. Withdrawal of Memben. A Member may withdraw from this Amended Creation Agreement as of the end of any calendar year by written notice authorized by the governing body of such 10 4.5.S Member, provided to the Board and each Member no later than three hundred sixty (360) days prior to th_e end of tho calendar year. A wlthdrawlna M~rnber shall remain liable for any and all financial obligations. and all Indebtedness Incurred while the withdrawing Member was a Member ofMetCom. Upon withdrawal, a withdnwing Member shall have no further interest. rfaht or title In or to ·any assets or equity of MetCom. unless there ls a speciftc agreement to the contrary by and between the withdrawins Member and MetCom, Withdrawal by any Member or combination of Members shall not cause tcnnination of this Amended Creation Agreement Dlnrllpqtto. Pl Tel'lllllld91. In the event of the rescission or tennination of this Amended Creation Ap-eement and the dls.soludon ofMetCom, all of the assets of MetCom shall immediately vest In the then existin1 Memhfflt subject to any outstandlns lleni, mortgages or other pledges of such assets, and shall be distributed pro nta to each of the then-existin1 Memben. bued on each Me~bcr's Capital Contribution.. The Board may provide, by unanimous agreement and decision. for sq alternate disposition of any and all Interests of MctCom to any succeuor(s) to MetCom, or for~ altanadve disposition be~en and amon1 the Members.· .. ARTICLl5•GPVERNANCB S. l lmlJd:, MetCom is a diverse oraanization that is cfai&ned to meet both the present and future communications needs of the Members, It is the intent of this Amended Creation Agreement to create a Board that represents the interests of the Members and the communitla they serve and to promote a unified communicadons solution for all current and future Membem. The Aareement is strucwred to allow Members the greatest tlexlblllty In detcnnlnlna how MctCom can support them in their rnlssio~ S.2 Bt•nl pf Qkestgn. The governing body of MetCom shall be a Board in which all administrative and leslsladve power of MetCom is vested. 100173705.00C Ill S.2.1 Ngmber. The initial nwnberofDlrectors servfn1 on the Board shall be the same as the number of Organizing Members, Each Member shall appoint one Dhector and each Director shall be entitled to cast one vote. 5.2.2 A)tera1tp. Bach Director shall have one ( 1) alternate who may attend all Board mec:tinss and who may vote only in the absence 11 • • • • or the votlna Director. The alternate shall bo appointed In the same manner u die Director, r • 5.2,3 AapgJptwgt.. The 1ovemln1 body of each Member shall appoint to the Board one votlna Director and one alternate. . . . ' .• . S.2.4 Terms of Dlgetog. Each Director and each alternate shall serve at the pleasure of the aovemina body of the Member by whom the Director and the alternate were appointed, and may be reappointed or replaced at any dine by that entity. There shall be no limitation on the number of yean any Director or alternate may 5Cl'Ve on the Board. provided that any Director or altemata may bt replaced at any time by the govemln1 body of the Mem~ responsible for said appointments. . ' . ~ ' 5.2 • .S Vae■getg. A vacancy occiurln1 on the Board, whether such S.2.6 vacancy be the result of resignation, death, removal or disability, shall be filled In the same manner as appointment or a Director as herelnabove provided. Compe■1at10L Directors shall not receive compensation ftom MetCom for their services. The Board shall provide far reimbursement to the Direcfun of theJr actual and reasonable expenses 1ncwrcd on b~alf ofMetCom. . . . 5.2. 7 i>ecllJom. Decbfona ot the Board may be made only at regular · or special meetings, called upon notice as required herefnt at which a Quorum II piaent. Except u otherwise provided, decisions of the Board shall be made by a vote of the Majority or the total Dlrecton present (or alternates votlna In the place of Directors). Actiona on Budpt adoption, Incurring secured debt, approvln1 or terminatin& contnct communicatlona services, revoldn1 tho membership of a Member, and hiring and tenninatina professional consultants shall require the vote of not less than sixty-six percent (66%) of the Directon (or alternates votina in the place of Dlrector1) ofMetCom. No Member shall be allowed more than one vote on any issue or matter. 5.3 Meettpg. (D0173'1116.DOC I JJ S.J.I Reglar M,etlgg. A schedule ofreplar meetings of the Board may bo set by resolution of the Board, which resolution shall identify the dates, times. and location of said regular meetings to be held within the boundaries of Arapahoe County or Douglas 12 County, Colorado. Followin1 adoption or said resolutlon schedullna repdar meetinp of the Board, no additional notice to the Dfrccton or Memben shall be required. Reaut• meetinp of the Board shall bl open to the public and shall be posted in accordance with the provisions of Section 24-6-402(2){c), C.R.S, Directon shall be allowed to participate in all such replar meetlnp by telephone. . ' 5.3.2 Spesl•I Mqtlpa. Special meetings of the Board may be called by any two (2) Directon, and It shall thereupon be the duty of the Secretary of the Board to cause notice of such meedn1 to bo 1ivm1 as hereinafter provided. Special mectlnp of the Board or Dlrecton shall be held at suc:h time and place u shall be ftxed by the Directors callln1 the meetina. Special meetings of the Board shall be open to tho public and shall be posted in acc:ordanc11 with the provisions ofSectfon 24-6-402(2)(c:), C.R.S. Directon shall be allowed to participate in all such special meetings by telephone, S.3.l Notlff 9[MgUp1-Written notice of any special meetina of the ~oard shall be delivered to each Director and each Member not less than three (3) days before tho date fixed for sudl mcctJna. either personally, by facsimile. or by reaular or electronic mall, by or at. the dlr=tlon of the Secretary, or upon the Secretary's default. by the Qlrectora callin1 the meedn1-If malled, such nodce shall be deemed to be delivered three (3) days followin1 deposit in tho United States mal~ addressed to the Director and Members at the Director's and Members address(es) as the same appear on the records of MetCom. with postage dJercm prepaid. S.3 .4 Walvei: of Node■. Whenevet any notice is required to be given to any Director under the provisions of law or this Amended Creation l\greement, a waiver thereof In writln1 by such Director, whether before or after the time stated therein. shall be equivalent to the giving of such notice. Attendance of a Director at any meetln1 of the Board shall constitute a waiver by such Director of notice of such meetin& except when such Director attends such meetin1 for the express purpose of objectln1 to the cnnsaction of any business because the meetin1 is not lawfully convened. 5.4 Offlcen. The officers ofMc:tCom shall be a Chair, Vice-Chair, Secretary, Treasurer, and such other officers and assistant officers u may be elected by the Board from time to time. to perfonn such duties as may be approved by the Board, !0017l706,DOC' llt l] . • • • • • The Chair, Vlce--Chalr and Treuurer shall be Directors. but the other officers of MetCom need not be Directors. · (0017l1D6.l>OC/ ll 5.4. l App9Jgtm11t1 1gd Tenn or Qfflct. At t1t, fl~ meetln1 of the Board fbllowfns forinal execudoa of this Amended Creation Apeenieni ~n~ appointment of the lnltlal DlrectQrs by the . govemlns bodla of the Organizlna Memben; the Directors shall appoint offlcera ':'ho' shall serve u oftlcen of MetCom. lberea~r. omc_. shall be appointed annually by the Board _at the Board's last replarly scb~uled m~na tbr eich ca_lendar year. Vacancies occurrlna ln any oftlcer position may be filled at any meetlna of the Board. . . . 5.4.2 RemmL Any officer or aaent appointed by the Board of Directors may be removed by the Board of Directors. with or without ca~ whenever In its Judsment the best lntereats of MotCom will be s~ed ther_eby. 5.4.l Dutle1 o[ Offl,;en. In addition to duties desianated by the Board of Directors, the dudes of the officers shall Include the tbllowtna: a) Chair. The Chair shall preside at all meetings of the Board and, except Ii otherwise delepted by the Board, shall execute aU lepl instrwnenis ofMetCom. . . . (a) Vlsc:Qalr. The Vice-Chair shall, In lbe abience of the Chair or In the event of his Inability or reftlsal to act. perform the duties of the Chair, and wh• so actlns. shall have all the powers of and be subject to all 'restric:tf ona upon the Chair. (b) Sesretaa, The Secretary shall maintain or cause to be maintained the official records of MetCom, lncludln1 this Amended Creation Apeement. and any and all bylaws, rules and regulatlon1 which may be adopted by MetCom from time to time. minutes of the meetinp of the Board. and I register of die names and addressea of the Directors. alternates and officers, and shall issue nQtlce of special mcctfnp. attest and shall affix the corporate seal to all documents of MetCom where appropriate. A separate recordlna secretary may be appointed by the Board for takln1 and preparina meetina , minutes. {c) Treasgqr. The Treasurer shall serve u the financial official of MetCom. and subject to tho fiscal policies adopted by the Board and the restrictions Imposed by law. be respomiblo for 14 (d) S.4.4 the receipt. custody, dlsbunement and accountlna or MetCom'a l\lnds and securltle,, and dudes Incident to the office of Treasurer, but not the inveslment ofMetCom's tbnda. Thi accou~tlna t\incdon shall be provided by a MetCom employee or independent contractor under the supervision or the Treasurer and shall be reviewed by the Board at its regularly scheduled meetfnp. . . . Mlictll1neoq1. The duties and ftJnctlons of the Secretary and the Treasurer may be pertonncd by I sinate individual. If the person perf'onnina the duties of Secretary is not a Director, such person shall receive such compensation as ii deemed appropri~ta by the Board. . ' . Bopd1 q[Qfflsm. nio Treisurer and any other officer or agent of MetCom charaed whh the respo~lblllty for the custody of any of its ft.ands or property shall pve a bond in such sum and with such surety, it any, as the Board shall determine. The Board, In Its discretion, may also require any other officer, apnt or employee of MctCom to glvo a bond in such amount and with such surety u shall be determined. The cost of such bond shall &, an expense ofMetCom •. · . . . . ' 5.S lpdemnlQsaUo■.. ·_ . 5.5.l l0017l1ot.OOC / JI DINCt0Q 1pd O.... Eadi .Directonnd officer ofMetCom, whether or not then in office and his/her personal representatives shall bo lndemnitled by MetCom against all east.I and expenses actulllf and necawily incum:d by such person in connection with the defense of any action, suit or proceedln1 arisin1 out of an act or omission or .such person durin1 the pcrfonnance of such penon•s duties and within the seope of such person's appointment, except in relation to matters as to which such person shall be finally adjudged in such action, suit or proc:eedlna to be wil~ or wanton in the act or omission giving rise to the actJon. suit or proceeding. Such costs and expenses shall include amounts reasonably paid {n settlement for the purpose of curtail Ina the cost or litigation, but only if MetCom is advised in writln1 by opinion of Its legal counsel that the person indemnlfted wu not willful or wanton In the act or omission givina rise to the action, suit or proceedins. The foregoln1 right of indemnUlcation shall not be exclmive of other rights to which such person may be entitled as a matter of law or by agreement. 15 • • •· • .5 • .5.2 lmployee1, Employees will be lndemnl~cd pursuant to the provlslona·ofthe Colondo Governmental Immunity Act. Section 24,,0,101. "1,q .• c.1,.s .. 11 amen~ . 5.6 l11cgdop or Contnc:fl. Except as otherwise provided by law, the Board may autho~ any officer, employee, or apnt to enter Into any contract, or execute and deliver any lnstl'Ufflat ln th! name .and Ofl behalf ofMctCom. . . . .. ~: ' . ' . . 5. 7 A111c, Reid Ia Tnyt. All assets and properties of MetCom shall be held in trust for the purpose■ herein mend~ lncludln1 pa~ of lfabllides or Meieom. ' I • • . . s.a F111ac1a1. 5.8.1 Negt11bl1 lp1trumeg1I, All checks, dnfts or other orden for payment or money shall be Issued In the name ofMetCom, and In such manner as, from time to time, shall be determined by modon of the Board, except that all notes, bonds, or other cvidenef ~f Incle~ shall be luued by resolution. _ •• •• I , I ... : .5.8.2 Qepostt,. All ft1nds of MctCom shall bo deposited. fiom time to time, to the credit otMetCom, punuant to law, in such bank or banks or other financial institudona as the Board may select. . . . . • '. . i ,: . . 5.8.3 Flseel Xe•t-The fiscal ye,arofMet(:omshiu beianuiry I duou&h December 31. 5.S.4 Debt Not That qf Memhen. The bonds, notes and other obllptlons of MetCom shall not be the debts, liabilities or obllgatlons of tbe Members or any or Public Agency which may become a tbture Member, unless provlded by written consent of the govemlns body of cacb of the Memben in compliance with law. · S.8.5 Fugdl of Member,. MetCom may receive from the Members . funds for servlces rendered to the Members and other publfc funds, u contribudons to detiay the costs Incurred under this Amended Creation Agreement. and as advances for any purpose allowed under this Amended Crution Agreement, subject to tenns of repayment u agreed to by the Board and the Members. ARTICLE,· OPERATIONS 6.1 Executive Director. The Board shall appoint an Exccutlve Director to manage the operations of MetCom. Initially, it is expected that the Executive Director will be an employee of SMFR. At any time during the tenn of this Amended Creation (IOl7l70lDOC/ll 16 Apeement. the Board may require that the Executive Dlrector become an employee ofMetCom. Consistent with direction of the Board, the Execudve Director shall be directly responsible for lmplementin1 policy and procedures, faciUtatin1 and coordinatlna committee and worldq poup activities, an~ shall be responsible for ~uch other duties a, directed by the Board, includin1 but not llmltecl to the preparatlon of the annual Buda~ ~ccountina of the financial operadons of MetCom, hlrin1 and tennlnatln& employees ofMetCom. and supervision oftbe day tq day operations ofMetCom. ni. Board shall be entitled to develop performance standards for the Executive Director. The Execu.tive Director shall be a non-votlna, ex-officio member of the Board and shall attend all Board meetings unless excused by the Chair. · . 6.2 U,er Amemepg. MctCom may enter Into user agreements or agreements for Sffl'.lces with any Publlc Agency regardless of whether such Public Agency fa a Megiber. interested in receiving services tiom MetCom. MetCom may also enter Into user aarecments or agreements for services with any Private Agency so long as such apement does not violate the tenns of any public financing received by MctCom. Each such agreement shall specify the services to be provided by MetCom •· the terms under which such services m to be provided by MetCom to such Publlc Agency or Private Agency. · I • I ~ ' 6.J Ell,adal .Sgpgor;t. MetCom may receive ftn~ial mpport from one or more sources, includlnf emergency teleph ont surcbarp revenues, user fees, and public or private grants. _ · -· · · • · ARTlq,J: 7·-FISCAL ADMINISTRATION '~ . . . ~ : 7.1 FIK•l Magagemept Unless otherwise designated by the Board, all power to recelve, hold, and, upon approval by the Board, disburse ftlnda or money equivalents shall be exercised by MctCom personnel under the dlrectlon and supervision of the Executive Director, and under controls and pollcles approved by the Board. The Executive Director shall monthly provide the Board with a complete report of all revenue and expenditures, am1· reasonable information on the state of MetCom's tlninces. 7.2 Bud1ct. The Budget for MetCom shall be adopted by the Board pursuant to Part I, Article I, Title 29, C.R.S. The provisions of Article 10.5 of Title 11, C.R.S •• shall apply to monies or MetCom. . . 7.3 Capital Bgdaet, All capital purchases shall be shared among the Members based on each Member's pro rata share of MetCom's operational Budget in the year in which the capital pun:hases are to be made. (DOl7lT06 DOC IJJ 17 f • • • • 7.4 7 .3. l Each Member othor than SMFR shall ~ter into an lntergovemmentaf agreement with MetCom with respect to the Capital Contributions based upon terms and in I form approved by the Board. SMFR bu entered Into an intergovernmental apeemenJ. with MetCom oudlnina the tenm under which the communlcadoa center capital equipment wu transferred to MetCom. · · 7.3.2 A capital replacement reserve ftmd will be established and funded annually. Annual ftmdina of the capitll replacement reserve fund shall be tbnded equally by all Members. and shall be. ij,proved and adjusted by the ~oard based ~n the annual Budget. . . Openttogal Bpdpt. Bach Member's share of MetCom's annual operadonal Budpt shall be calculated in accordance with this Section 7 .4. The annual operadonal Budaet shall Include a capital iq,laccment reserve tbnd component, costs of personnel. supplies. services, and manaiement and admlniltradon for tho provision of emergency communl~ons, ~atchina and techn()lopcal support services. but shall not include depreciation and Individual expenses necessary for tho sole needs of the Members to receive such services. 7.4.1 Eac:h Member's share or MetCom's annual operadonal Budget . shall be determln~ by the Board and shall be based on each Memba's reipecdve shan of the total Call volmno averaged over lhe immediately preccdlna three (3) calendar years. to tho extent three (3) yean of Call data is available. The amount due from each Member will be based on the followfna fonnula: each Member's determined percentage of total Call volume times the approved operational Budpt (11 approved by the Board1 plus the Annual Capital Replacement Reserve Fund Contribution 11 determined by the Board and u set forth In Section 7.4.3. Each Memben Annual Operational Contribution shall be paid ln four (4) equal installments, on tho first day of each quarter of the next immediately followin1 rascal year (January 1•, April 1•, July 111, and Odober 111 ), or on such other sch"1ulo as may be determined by the Board. 7.4.2 The Cost Allocation Worksheet wlll be revised annually by the Board, aad shall set forth each Member's Annual Operational Contribution for the next Immediately followina calendar year. The Cost Allocadon Worksheet shall be made available to all Members by the Board no later than July l of tho year in which tho Cost Allocation Worksheet is revised and adopted by the i0017l10lDOC / ll 18 Board, and shall be eff'ecdve January 1• of the year followina the year ln which the Cost Allocadon Worksheet ls revised and adopted by the Board, . . 7.4.3 Each Member's Annual Capital Replacement Reserve Fund Contribution shall be included In tha Annual Operational Contribution set f'orth In the Cost Allocation Worksheet. and shall Include a fee &SJOCiated with updatlna or supplementing wireless com~unlc11tlom. technolol)'~ network expwlon. enhanced radio communlcadona and/or technical support may become necessary la fbture yean. In each Budpt year, the amOIDlt of the Annual Capital Replacement Reserve Fund Contribution will bo determined by tho Board and will be included and referenced with particularity In the Cost Allocation Worksheet to be provided to all Memberi by July l of each year. Members ma)' be asked by the Board to make a contribution to the Capital Replacement Reserve Full¢ 7.5 Laft Payme•!J. Any payment required under this Amended Creation Aarument tbat ia not paid whm due shall acm1,1 ~ompound inb:relt in tK amount of ona pen:enc (l %) per month until paid. · I 7 ,6 Agapal Agdlt In accordance with Colondo st11~ Jaw, MetCom revenues and expenditures shall be subject to an ann~l audit Ul_llesa MetCom ls eligible to apply to th1 State Auditor for~ exemption from audit, which, if completed, will include an audit opinion without qualitlcatlons, to be performed by a c:ertifled public accowitant · ARTICLE 8 • MISCELLANEOUS a.1 M11ce1J11eoYf, !001mt4.DOC / JJ 8.1. I Nottcn, Any formal notice, demand or n:quest provided for in this Amended Creation Agreement shall be in writin11 and shall be deemed properly served. given or made if delivered In person, by facsimile, or sent by registered or certified mall, postaae prepaid to the Members at the addresses a set forth on each signature page attached hereto, unless another address Is ccrtifled toMetCom. 8.1.2 lpdemplffqttog. To the extent pennftted by law, each Member shall indemnify, defend and hold the remaining Members hannless from and apinst any and all claims arising from all of the Member's independent activities prior to the date of this 19 • • 1~173706.00C: Ill Amended Creation Agreement and the Membei's use of the Metropolitan Area Communications Center. Each Member shall . also Indemnify. defend and hold the remainin1 Memben harmless from and apinst any and all claims arisfna ftom any breach or derautt In ~o performance o( ~y obJlpd011 of tht Memba's part to be performed under the provisions of this Amended Creation Agreement or lrislna tom any neallaence. recklesaness. lntentlonal actl or omls1ion1 of the Member or any of Its apntl or employees and ftom any and all costs, attorney fees, expenses and llabllitica Incurred in the defense of any such claim or acdon or proceedln1 brouaht on any such claim; provided. however, that nothlna contained herein waives or ls intended to waive any protections that may be applicable to any Member under the Colorado Governmental Immunity Act. Secdon 24-10-101 el 119., C.R.S., or any other rights, protections, immunities. defenses or limitations on llablllty provided by law, and subject to any applicable provisions or the Colondo Constitudoa or other appUcable Jaws. 8.J .3 No Dini Party l•MOcllrig. Nothing In this Amended ' Creadon Apeement shall be deemed to create any third party benefits or beneficiaries, or create a rlabt or cause or action for the enforcement ortts terms, in any entity or person not a party to thft Amended Creation Aareeme,st. 8.1.4 A•CPdmeay. This Amended Creation Agreement may be amended only by written document approved by formal authority or the govemln1 bodies or all of the Members; provided. however, that such amendment will not affect other obllptio111 outstandlna of MetCom unless pnmsfon for f\Jll payment of such obligations. by escrow or otherwbe, has been made pursuant to such obliptJons. 8.1 .5 SennblUty. In the event that any of the terms, covenants or conditions or this Amended Creation Agreement or their application shall be held invalid as to any person, corporation or circumstances of any court havina competent jurisdiction. the remainder of this Amended Creation Ajrcement and the appllcation in effect of its terms, covenants or conditions to such persons. corporation, or circumstances shall not be affected thereby. 8.1.6 Duplicate Orlmnall. This Amended Creation Agreement shall be executed in several counterparts, each of which shall be an 20 riginal, but all or which togeihcr shall constitute on ln the same Instrument. IN WITNESS WHERBOP, tha Organizin1 Members have caused this Amended and Restated Intergovernmental Aprnent EstabHshlna tbe Metropolitan Area Communications Center Authority to be executed u of the~ day or Odob«, 20..!f. PARKER FIRE PROTECflON DISTRICT ~ ' President Date: I -l,:/tr! Attest: ~ DIMy c:O y, Secretary SOUTH METRO FIRE RESCUB B. ;-· .. · Date: q .-Z.. "7 -I O Attest: (00173706.DOC / lt 2) • , EXHIBITB USER SERVICES City of En&l1woad Meteom's proposed prldna iJ divided ~to two sections ta address the operatlonal and capltal required to operate the Cent~r. Dispatch ServJcu -User agencies are bllled quarterly by MetCom far •dlspitch services,• This fee ls based on an annualized rolllna three-year average of the agency's •cans for service" within their own district. .. • -4 t Capltal R111rv1 -All aaendes contribute annually to MetCom's capital reserve account. This fund ls used for capital projects such as server replacement and equipment upgrades. The capital reserve fee ls set by the Board and ls used ta Insure that MetCom has the abdlty to expand or uparade as needed with limited or no addltlonal Impact on the user agencies. The Capital Reserve for the first 3 year term of this agreements wlll be 3'6 of the annualtzed Dispatch Services cost. The lnltlal term of this User Aareement shall be for three years (lfJnltlal Term•) from the Effective Date. Thereafter, this User Asreement may be renewed for one subsequent three-year term (•subsequent Term•), upon written notice by th• City of Englewood, gfven to MetCom no. less than twelve mon~ prior to the expiration of the lnftlal Term or SUbs,quent Term then In effect. Prlclns far dispatch services wUI be fixed at a rate of $48.00 per call for the first 3 year term. Cost per caN for the second tenn wlll be adjusted by the 3 year avera11 of CPI and wlll b1 fixed for years four through six. Cost for the first year of Dispatch Services Is based an estimated call volume as reported by EFD and wlH be adjusted once actual volume from 2011-2013 has been reported to MetCom. Cost for years two and three may be adjusted based on EFD's average call volume based on a three year rolling averase. :"l•.,cv:· .. C::a)JI , BaM Cost Dlspatdl : . Capl~I ToqlCost-•, Total. ! '' t : , ..• I I •1,1 ,. Per Year .P•.-.eau.~: ·. S1rv~e19:; ' Res1n11 · ... p--~~ltf:· . F•• .· . .. .. ' ' ., .. -, Englewood Est. 4'200 $4'8.00 $201,800.00 $8,048 $49.# $207,8"8.00 (0041O522.lX)CX/ 2) 8 1. MetCom wlll provide a flexible stafflna plan that has the ability to staff up to handf1 high demand Incidents and events, l~cludlna rapid call-back of staff, when necessary. To accommodate the staffln1 plan, sleep rooms are located on-site and IDT dispatchers are available for on-call support In the flefd or In the dispatch center far major or complex Incidents. MetCam will make schedulfna modifications or Increase staffln1 levels If necessary to Insure the highest quality In Fire/EMS call management and customer service. 2. MetCam wlll provide dlspatchln1 services usln1 a map-based CAD system that also has the ability to provide station-based dlspatchln1. This asreement can be modified to Include AVL and MDTs at th• request of the City of Ensfewood. EFD wlll be responsible for purchasln1 required MOT hardware and software lkenses as required by TriTech. 3. MetCom prfmarfly operates on the State of Colorado 800 MHz Dlaltal Trunked Radio System. MetCom will Insure that EFD has adequate dispatch and operational talk-groups to support fire/EMS operations. 4. MetCom wlll work with EFD ta utilize their exlstlns station alertlna system. MetCom does have the ablUty to Interface with Westnet's First-In Smart Station Alertln1 System If the City chooses to Install Westnet In the future. s. MetCom will provide automated unit and staff pagln1 via a standard Interface ta EFD alpha numeric pagers, If so equipped. 6. MetCom wlll prcivlde a nationally reco1nlzed standard of Emeraency Medical Dispatch (EMO) ta the citizens caffln1911. 7. MetCom has the abllfty ttiroush a standard RMS Interface to transmit call Information to EFD's Fire Manapr RMS. · a. MetCom wlll provfde all required GIS data Integration and support for the street data required to dispatch EFD. 9. MetCom will create, at no additional charge, a publlc safety map book specific to the City of Englewood. This map book wlll be provided In an elec:tronlc PDF format for station and apparatus use. 10. MetCom will provide Its Incident Dispatch Team (IDT) lncludln1 units and personnel as needed ta support fire suppression and special operations for EFO. 11. Meteom will provide basic GIS and analytlc services ta EFD In support of CFAI Accreditation . Additional GIS and analytics services can be provided, by separate contract, at EFO's request. (00410522.DOCX/lJ 9 t • EXBlBITC ENGLEWOOD PERFORMANCE STANDARDS I MetCom's standards are based on the NFPA 12211uldellnes for call processln1 and dlspatchln1 times. Tht 2010 edition of NFPA 1221 ls currently used as the baseUne standard for. dlspatchlns performance, Future amendmenJs ta NFPA 1221 will be reviewed by the MetCom Board within 6 month, of their adoption to determine whether they should be Incorporated Into MetCam's ~tandards. Additionally MetCom asrees to c~mply with the Emersency Medl~I Dispatch (EMO) performance standards as defined by the lntemattonal Academies of Emergency Dispatch. (See Attached) (004J05ll.DOCX/2) 10 EXHIBITD ~DmONAL COMMUNICATIONS SYSTEM INTEGRATION REQUIREMENTS EFD Is required to provide and maintain data circuits, vehk:le/handheld radio hardware and other equipment to facilitate direct connectMty to Meteom for th• purpose of data Integration, station alerting, pagln1 and radio communications. This Includes costs associated with utility company circuits, connectloru, maintenance and recurring service charges. MetCom wlll serve In a consultln1 and support capacity to assist EFD In the Implementation and .on-sotn1 operation of this equipment. {00410!22.DOCX / 2J 11 • .. COUNCIL COMMUNICATION Date: October 20, 2014 Agenda Item: Subject: 11 a iv Fire Dispatch Services Agreement Initiated By: Fire Department Staff Source: Andrew Marsh, Fire Chief COUNCIL GOAL AND PREVIOUS COUNCIL ACTION The City supports cost-effective and innovative service delivery partnerships. At the Study Session on September 8, 2014, City Council directed that staff proceed as soon as possible with contracting fire dispatch services with the Metropolitan Area Communications Center Authority (MetCom). RECOMMENDED ACTION Staff recommends City Council adopt a Bill for an Ordinance to approve a User Agreement by and between the Metropolitan Area Communications Center Authority (MetCom) and the City of Englewood regarding fire dispatch services. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED City Council and staff have been considering various alternatives for the future provision of fire and emergency medical services in our City. With regard to fire dispatch communications currently handled by our police and fire communications center, options evaluated have included upgrading our center with capital improvements and additional personnel to accommodate joining the regional fire computer aided dispatch (CAD) system or contracting fire dispatch services with another center that already has such capabilities. Due to the operational and financial efficiencies of joining a regional fire dispatch center that enhances service delivery and firefighter safety, City Council has decided to contract fire dispatch services with MetCom. FINANCIAL IMPACT MetCom may commence services as early as December 1, 2014. MetCom has confirmed a monthly cost of $17,304 that is based on the total annual fee quoted in the MetCom proposal for fire dispatch services dated March 20, 2014 ($207,648 divided by 12). The total 2014 cost for one month of dispatch services by MetCom is $17,304. Sufficient funds are anticipated in the Fire Department adopted budget to cover this amount during 2014. For jurisdictions that contract dispatch services, the Arapahoe County E-911 Authority Board funds $25,000 of the annual expenses, so the net annual cost to our City for the contract with MetCom will be $182,648 ($207,648 minus $25,000). LIST OF ATTACHMENTS Proposed Bill for Ordinance