2014-63 Interlocal Agreement for Radio CommunicationsRESOLUTION 2014 -63
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING AN INTERLOCAL AGREEMENT
WITH THE MUNICIPAL PUBLIC SAFETY COMMUNICATIONS CONSORTIUM
OF PALM BEACH COUNTY FOR INTEROPERABLE RADIO COMMUNICATIONS
AND AUTHORIZING THE EXPENDITURE OF $15,563.09 FOR THE VILLAGE'S
PROPORTIONATE SHARE OF THE INFRASTRUCTURE COSTS; AUTHORIZING
THE MAYOR AND VILLAGE CLERK TO EXECUTE THE AGREEMENT;
PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village Council wishes to enter into an Interlocal Agreement with the Municipal
Public Safety Communications Consortium ( "MPSCC ") to provide for interoperable radio
communications; and
WHEREAS, the MPSCC infrastructure is already utilized by the North County Dispatch Center,
which will be providing public safety communications dispatch services for the Village; and
WHEREAS, the Interlocal Agreement sets forth the terms and conditions under which the Village
will become a member of the MPSCC and pay its proportionate share of the infrastructure costs; and
WHEREAS, the Village Council determines that the execution of an Interlocal Agreement with the
MPSCC is in the interests of the public health, safety and welfare.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, as follows:
Section 1. The foregoing recitals are ratified and are incorporated herein.
Section 2. The Village Council hereby approves the Interlocal Agreement with the Municipal
Public Safety Communications Consortium of Palm Beach County, Inc., a copy of which is attached
hereto and incorporated herein, and authorizes the Mayor and Village Clerk to execute the Interlocal
Agreement on behalf of the Village. The Village Council further authorizes the expenditure of
$15,563.09 for the Village's proportionate share of the infrastructure costs, with funds expended
from Account No. A5711 -33491 (Police — Contractual Services).
Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby
repealed to the extent of such conflict.
Section 4. This Resolution shall become effective immediately upon adoption.
PASSED AND ADOPTED THIS 25TH DAY OF SEPTEMBER, 2014.
(Village Seal)
ATTEST:
VILLAGE CLERK
MAYOR
INTERLOCAL AGREEMENT
THIS INTERLOCAL AGREEMENT is made and entered into by and between the
Village of North Palm Beach, a Florida Municipal Corporation (hereinafter "NPB ") and the
Municipal Public Safety Communications Consortium of Palm Beach County, Inc., an
entity created by the Florida Interlocal Cooperation Act of 1969 (hereinafter the "MPSCC ").
WITNESSETH:
NOW, THEREFORE, pursuant to Chapter 163, Part I, Florida Statutes, in consideration
of the mutual covenants herein contained and for other good and valuable consideration each to
the other, receipt of which is hereby acknowledged by each Entity, the Entities hereby enter into
this Interlocal Agreement to expand the MPSCC's Interoperable Radio System for NPB's use,
and agree, stipulate and covenant as follows:
ARTICLE I
DEFINITIONS AND CONSTRUCTION
Section 1.01. DEFINITIONS. As used in this Agreement, the following terms shall
have the meanings as defined unless the context requires otherwise:
"Act" means Chapter 163, Part I, Florida Statutes, which is sometimes cited as the
"Florida Interlocal Cooperation Act of 1969," as amended from time to time.
"Agreement" means this Interlocal Agreement, including any amendments and
supplements hereto executed and delivered in accordance with the terms hereof.
"Commencement Date" or "Effective Date" means the date that the last of the Entities
executes this Agreement.
"Entity" or "Entities" mean each or all, respectively, of NPB and /or the MPSCC.
" Interoperable Radio System" means the MPSCC owned interoperable 800 MHZ
system which consists of Harris® Open Sky® radio infrastructure and Harris® microwave
equipment. It includes Phase One, Phase Two and any future expansion of the interoperable 800
MHZ system including the NPB Expansion contemplated by this Agreement once it is completed
and fully operational and made an integrated component of the 800 MHZ system.
"Members" means members of the MPSCC which currently include: City of Palm
Beach Gardens; City of West Palm Beach; Town of Palm Beach; City of Atlantis; Town of
Jupiter; Town of Juno Beach; Town of Jupiter Inlet Colony; and the Palm Beach County School
Board, which may be referred to individually or collectively.
"MPSCC Board" means the Board of Directors of the MPSCC.
"MPSCC Governing Agreement" means that Interlocal Agreement, a copy of which is
recorded in the Official Records Book 11528, Page 1283; that Second Amendment thereto, a
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copy of which is recorded in the Official Records Book 20480, Page 1893; that Third
Amendment thereto; and, as the aforementioned documents may be amended from time to time
by the MPSCC Board and MPSCC Members.
"Phase One" means the initial design and construction of the Interoperable Radio System
for the City of Palm Beach Gardens, City of West Palm Beach and the Town of Palm Beach.
"Phase Two" means the expansion of the Interoperable Radio System including, but not
limited to, all backbone infrastructure, equipment, software, hardware, licenses, permits and any
related leases for said expansion and all equipment necessary for certain MPSCC Members not
in Phase One (excluding the Palm Beach County School Board) to gain access to and utilize the
Interoperable Radio System.
"NPB Equipment" means NPB's owned subscriber units such as handheld and mobile
radios and control stations that have the ability to be programmed and used on the Interoperable
Radio System and that equipment defined as "User Specific Items" in the MPSCC Governing
Agreement. This shall also include those sites, licensing agreement(s), leasing agreement(s) and
other structures, facilities and equipment which is not part of the "Backbone System" as defined
in the MPSCC Governing Agreement.
All other terms in this Agreement shall have the same meaning as those terms are defined
and used in the MPSCC Governing Agreement.
Section 1.02. CONSTRUCTION.
(A) Singular and Plural; Terms. The terms "herein," "hereunder," "hereby,"
"hereto," "hereof," and any similar terms shall refer to this Agreement; the term "heretofore"
shall mean before the date this Agreement is executed; and the term "hereafter" shall mean after
the date this Agreement is executed.
(B) Material Provisions; Drafting. Each recital, covenant, agreement,
representation and warranty made by an Entity herein shall be deemed to have been material and
to have been relied on by the other Entities to this Agreement. All Entities have participated in
the drafting and preparation of this Agreement or are a successor to the authors and a beneficiary
hereof, and the provisions hereof shall not be construed for or against any Entity by reason of
authorship.
(C) Self Government. Nothing in this Agreement is intended to, or shall be
construed to, limit the power of local self - government of NPB or MPSCC or conflict with the
constitution or laws of the State of Florida.
(D) Pledge. Nothing in this Agreement is intended, or shall be construed, to
be a pledge by NPB or MPSCC of such local government's full faith and credit, ad valorem
taxing power or general government funds.
Section 1.03. SECTION HEADINGS. Any headings preceding the texts of the several
Articles and Sections of this Agreement and any table of contents or marginal notes appended to
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copies hereof shall be solely for convenience of reference and shall neither constitute a part of
this Agreement nor affect its meaning, construction or effect.
ARTICLE II
REPRESENTATIONS
Section 2.01. REPRESENTATIONS OF NPB. NPB makes the following
representations to the other Entity:
(A) Political Subdivision. NPB is duly organized and validly existing as a
municipal corporation pursuant to the constitution of the State of Florida.
(B) Full Power and Authority. NPB has full power and authority to enter
into the transactions contemplated by this Agreement and to carry out its obligations and
responsibilities hereunder.
(C) Performance. NPB is not in default under any provisions of the laws of
the State of Florida that are material to the performance of its obligations under this Agreement.
(D) Breach or Default. The authorization, execution and delivery of this
Agreement and the compliance by NPB with the provisions hereof will not conflict with or
constitute a material breach of, or default under, any existing law, court or administrative
regulation, decree, order or any provision of the constitution or laws of the State of Florida
relating to NPB or its affairs, or any ordinance, resolution, agreement, lease or other instrument
to which NPB is subject or by which it is bound.
(E) Matters Materially Adversely Affecting Validity. There is no action,
suit, proceeding or investigation at law or in equity before or by any court, public board or body
pending or, to the best knowledge of NPB, threatened against or affecting NPB, wherein an
unfavorable decision, ruling or finding would materially adversely affect the transactions
contemplated hereby or that, in any way, would materially adversely affect this Agreement or
any agreement or instrument to which NPB is an Entity and that is used or contemplated for use
in the consummation of the transactions contemplated hereby.
Section 2.02. REPRESENTATIONS OF MPSCC. MPSCC makes the
following representations to the other Entity:
(A) Legal Entity. MPSCC is duly organized and validly existing as an entity
created by the Act.
(B) Full Power and Authority. MPSCC has full power and authority to enter
into the transactions contemplated by this Agreement and to carry out its obligations hereunder.
(C) Performance. MPSCC is not in default under any provisions of the laws
of the State that are material to the performance of its obligations under this Agreement.
(D) Breach or Default. The authorization, execution and delivery of this
Agreement and the compliance by MPSCC with the provisions hereof will not conflict with or
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constitute a material breach of, or default under, any existing law, court or administrative
regulation, decree, order or any provision of the constitution or laws of the State relating to
MPSCC or its affairs, or any ordinance, resolution, agreement, lease or other instrument to which
MPSCC is subject or by which it is bound.
(E) Matters Materially Adversely Affecting Validity. There is no action,
suit, proceeding or investigation at law or in equity before or by any court, public board or body
pending or, to the best knowledge of MPSCC, threatened against or affecting MPSCC wherein
an unfavorable decision, ruling or finding would materially adversely affect the transactions
contemplated hereby or that, in any way, would materially adversely affect this Agreement or
any agreement or instrument to which MPSCC is an Entity and that is used or contemplated for
use in the consummation of the transactions contemplated hereby.
ARTICLE III
ENTITIES' RESPONSIBILITIES
Section 3.01. NPB RESPONSIBILITIES. NPB shall have the following
responsibilities:
(A) NPB shall be responsible for the expansion of the Interoperable Radio
System by and through the purchase of Harris® subscriber units and other necessary equipment
so that NPB may access and utilize the Interoperable Radio System throughout Palm Beach
County and beyond ( "NPB Expansion "). The NPB Expansion will not require any additions to
the infrastructure for the Interoperable Radio System for NPB radio access or coverage. The
scope of the NPB Expansion including the equipment and subscriber units to be utilized is
further described in Exhibit "A" attached hereto and incorporated herein.
(B) NPB shall fully fund and pay for all costs associated with the NPB
Expansion including, but not limited to, the integration and implementation of the NPB
Expansion and along with all equipment, software, hardware, licenses, permits, and any other
associated costs. In the event that the MPSCC is forced to incur any cost or expense directly
related to the implementation of the NPB Expansion including, but not limited to, consulting
costs, said cost or expense shall be paid by NPB to the MPSCC within thirty (30) days of notice
of said cost or expense.
(C) The MPSCC has obtained an analysis and approval of the NPB Expansion
to verify that the NPB Expansion including, but not limited to, its integration and implementation
is compatible with and will not create interference with the Interoperable Radio System. Further,
the Department of Management Services has approved the NPB Expansion as part of the
Interoperable Radio System's overall approval and certification as a Law Enforcement
Communications System in the State of Florida. Accordingly, NPB will not be required to
contract with a consultant on the integration and implementation of the NPB Expansion.
(D) All NPB Equipment connected to and /or utilized with the Interoperable
Radio System shall be compatible with the Interoperable Radio System. NPB shall be required
to keep NPB Equipment in proper operating condition and NPB is solely responsible for all costs
and maintenance of the NPB Equipment.
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(E) The NPB point of contact for matters relating to this Agreement, the
MPSCC Governing Agreement and the Interoperable Radio System is Chief Richard Jenkins,
who may be contacted at (561) 882 -1143 (phone); (561) 881 -1141 (fax); and e -mail:
rjenkins @village - npb.org. NPB shall also identify to the MPSCC any and all persons who are
authorized to request changes to the Interoperable Radio System on behalf of the NPB.
(F) The NPB shall provide the MPSCC with an initial inventory of radios that
are proposed to be used on the Interoperable Radio System as soon as such inventory of radios is
reasonably known by the NPB.
(G) For fiscal year 2014 -2015, NPB's Annual Proportionate Share shall be
based on forty -three (43) radios. Thereafter, on or about February 15th of each year, the MPSCC
will e -mail the NPB with the NPB's radio inventory count for NPB radios being used on the
Interoperable Radio System and the total radio inventory count for all MPSCC Member radios
being used on the Interoperable Radio System as of February 1 st. The NPB's radio inventory
count will be compared to the total radio inventory count. Said comparison will create a
percentage to be used to establish the NPB's Annual Proportionate Share for each fiscal year.
The MPSCC will strive to notify the NPB by February 15th of each year of the NPB's radio
inventory count and the total radio inventory count and by March 1st of each year of the NPB's
Annual Proportionate Share for the upcoming fiscal year. It is the intent of the MPSCC to have
all MPSCC Members share the infrastructure costs of the Interoperable Radio System as part of
each Member's Annual Proportionate Share until the infrastructure costs are balanced and shared
proportionately by all Members. The Annual Proportionate Share shall also be used to
proportionately share the operational and maintenance costs of the Interoperable Radio System.
(H) Upon the purchase of the HarrisO subscriber units for the NPB Expansion,
the NPB shall become a member of the MPSCC consistent with the requirements of this
Agreement and the MPSCC Governing Agreement as amended from time to time.
(1) NPB acknowledges and agrees that the Interoperable Radio System is a
proprietary network and no other networks or data shall be transmitted on the Interoperable
Radio System.
Section 3.02. MPSCC's RESPONSIBILITIES. The MPSCC shall have the following
responsibilities and obligations with respect to the NPB Expansion, the Interoperable Radio
System and NPB:
(A) The MPSCC shall be responsible for the maintenance and operation of the
Interoperable Radio System including the NPB Expansion (and any applicable phase of the NPB
Expansion) once it is completed, integrated and fully operational. Notwithstanding the
foregoing, the MPSCC shall not be responsible for maintenance or operation of NPB Equipment.
The MPSCC shall notify the NPB point of contact in advance of scheduled maintenance which
impacts the users of the Interoperable Radio System and shall respond to emergencies in a timely
fashion. Routine maintenance that affects system coverage and /or capacity shall be attempted to
be made during non -peak hours.
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(B) The MPSCC shall be responsible for all permitting, licensing, and fees
associated with the maintenance and operation of the Interoperable Radio System including the
NPB Expansion (an any applicable phase of the NPB Expansion) once it is completed, integrated
and fully operational. Notwithstanding the foregoing, the MPSCC shall not be responsible for
the permitting, licensing or fees associated with NPB Equipment.
(C) The MPSCC shall maintain the Interoperable Radio System consistent
with industry standards for the same or similar 800 MHZ systems so that radio coverage as
shown in the coverage map set forth in Exhibit "B ", attached hereto and incorporated herein, is
maintained for the term of this Agreement. The coverage map set forth in Exhibit `B" may
change as the Interoperable Radio System expands and the MPSCC will take all reasonable steps
reasonably necessary and consistent with industry standards for such change to only result in an
increase in coverage for the Interoperable Radio System. Notwithstanding the foregoing, the
NPB expressly agrees and acknowledges that the coverage provided in Exhibit "B" may be
interrupted during times of scheduled preventative or emergency maintenance, where it will be
required to disable portions of the Interoperable Radio System for a pre - determined or unknown
length of time. Further, the NPB expressly agrees and acknowledges that systems like the
Interoperable Radio System are subject to degradation of service from natural phenomena such
as so- called "skip" interference and other causes beyond the reasonable control of the MPSCC
such as motor ignition and other electrical noise as well as interference from other users assigned
by the FCC to the same or adjacent frequencies. MPSCC cannot be responsible for or warrant
against interference or disruption of service caused by operation of other radio systems or by
natural phenomena or by motor ignition or other interference over which there is no reasonable
control. While the MPSCC shall be responsible for taking all reasonable steps necessary to
minimize such interference and noise on the Interoperable Radio System, one hundred (100 %)
coverage of any area at all times and total freedom from noise and interference cannot be
guaranteed. ACCORDINGLY, THERE ARE NO WARRANTIES, WHETHER EXPRESS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE FOR THE INTEROPERABLE RADIO SYSTEM OR RADIO COVERAGE
PROVIDED. IN NO EVENT SHALL THE MPSCC BE LIABLE TO THE NPB FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY
DAMAGES, LOST PROFITS, OR CLAIMS BY THIRD PARTIES, INCLUDING,
WITHOUT LIMITATION, DAMAGES ATTRIBUTED TO ANY MALFUNCTION OF
THE INTEROPERABLE RADIO SYSTEM REGARDLESS OF THE CAUSE OF
ACTION EVEN IF MPSCC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. MPSCUS LIABILITY FOR ALL CLAIMS BROUGHT UNDER THIS
AGREEMENT OR RELATING TO USERS OF THE INTEROPERABLE RADIO
SYSTEM VIA THE NPB EXPANSION (OR ANY APPLICABLE PHASE OF THE NPB
EXPANSION), REGARDLESS OF THE FORM OR CAUSE OF ACTION, SHALL BE
LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNTS
PAID TO THE MPSCC UNDER THIS AGREEMENT BY THE NPB.
(D) The MPSCC will provide notifications of Interoperable Radio System
problems and time for Interoperable Radio System restoration to the NPB point of contact within
reasonable time frames.
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(E) The MPSCC point of contact for this Agreement and the Interoperable
Radio System is Ernie Carr who may be contacted at (561)799 -4499 (phone); (561)799 -4473
(fax).
(F) During the design, integration and implementation of the NPB Expansion,
the MPSCC shall provide access to any MPSCC records, maps, drawings, sites, structures or
other facilities related to the Interoperable Radio System and assist in obtaining access to any
MPSCC Member records, maps, drawings, sites, structures or other facilities related to the
Interoperable Radio System. The MPSCC shall also execute or assist in the execution of such
documents as may be reasonable necessary for the design, integration and implementation of the
NPB Expansion excluding any documents which would make the MPSCC liable for any costs or
expense related to the NPB Expansion.
ARTICLE IV
GENERAL PROVISIONS
Section 4.01. AGREEMENT PROVISIONS. This Agreement constitutes a joint
exercise of power, privilege or authority by and among the Entities and shall be deemed to be an
"interlocal agreement" within the meaning of the Act. This Agreement shall be filed with the
Clerk of the Circuit Court and recorded in the Official Records.
Section 4.02. LIMITATION ON TERMINATION OR WITHDRAW.
Notwithstanding any other provision in this Agreement or the MPSCC Governing Agreement to
the contrary, the NPB shall not have a right to terminate this Agreement or withdraw from the
MPSCC prior to the completion and full implementation of the NPB Expansion. At no time
shall the NPB be entitled to any funds or payment of monies from the MPSCC for the design,
construction, integration or implementation of the NPB Expansion.
Section 4.03. MODIFICATION. Any amendment or modification to this Agreement
shall require the written approval of the MPSCC Board and the NPB.
Section 4.04. FORCE MAJEURE. Except as otherwise provided in this
Agreement, neither Entity shall be deemed in default or in breach of this Agreement to the extent
it is unable to perform due to an event of Force Majeure. For the purpose of this Agreement,
Force Majeure shall mean and include any act of God, accident, fire, lockout, strike or other
labor dispute, riot or civil commotion, act of a public enemy, failure of transportation facilities,
enactment, rule, order, or act of government or governmental instrumentality (whether domestic
or international and whether federal, state or local, or the international equivalent thereof), or any
other cause of any nature whatsoever beyond the control of either Entity which was not
avoidable in the exercise of reasonable care and foresight.
Section 4.05. TERM OF AGREEMENT. The term of this Agreement shall
begin on the Commencement Date and shall continue for a that length of time consistent with the
MPSCC Governing Agreement as may be amended from time to time unless earlier terminated
as set forth herein. This Agreement may be terminated by unanimous written agreement of the
Entities.
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Section 4.06. GOOD FAITH. The Entities agree to act in accordance with the
principles of good faith and fair dealing in the performance of this Agreement.
Section 4.07. FAILURE OF PERFORMANCE, DISPUTE RESOLUTION AND
RIGHTS AND REMEDIES.
(A) Breach. A breach of this Agreement shall mean a material failure to
comply with any of the provisions of this Agreement.
(B) Dispute Resolution. The Entities hereto expressly covenant and agree
that in the event an Entity is in default of its obligations herein, the Entity not in default shall
provide to the Entity in default written notice of such default. After transmittal and receipt of a
notice specifying the area or areas of disagreement, the Entities agree to meet at reasonable times
and places, as mutually agreed upon, to discuss the issues. Any Entity may initiate the dispute
resolution process by providing written notice to the other Entity.
(C) Rights; Remedies. The Entities agree to resolve any dispute related to the
interpretation or performance of this Agreement in the manner described in this Section. If the
Entities are unable to informally resolve the disputed issues, unless otherwise provided herein,
the Entities may proceed at law or in equity to enforce their rights under this Agreement and seek
any remedies available at law or in equity.
(D) Litigation Costs and Fees. In any litigation arising out of this
Agreement, each Entity in such litigation shall bear its own attorney's fees and costs.
(E) MPSCC Right to Terminate. Notwithstanding the foregoing,
should NPB Expansion not be fully integrated and made an operational component of the
Interoperable Radio System for any reason beyond the time reasonably necessary for such
implementation and operation, the MPSCC shall have the right to unilaterally terminate this
Agreement upon ninety (90) days written notice to the NPB.
Section 4.08. EFFECT ON MPSCC GOVERNING AGREEMENT. This
Agreement shall take precedence over the MPSCC Governing Agreement in the event of a direct
conflict between them. However, this Agreement and the MPSCC Governing Agreement should
be read and construed in such a manner as to avoid such a conflict. All terms and conditions of
the MPSCC Governing Agreement not in direct conflict herewith or as amended, modified or
changed herein shall remain in full force and effect and applicable to the NPB once it becomes
an MPSCC Member unless otherwise stated herein.
Section 4.09. SOVEREIGN IMMUNITY AND NO THIRD PARTY
BENEFICIARIES. The MPSCC and the NPB expressly retain all rights, benefits and
immunities of sovereign immunity in accordance with Section 768.28, Fla. Stat., as amended
from time to time. Nothing in this Agreement shall be deemed as a waiver of immunity or
waiver of the limits of liability. Further, nothing in this Agreement shall be construed to give
any rights or benefits to anyone other than the Entities which execute this Agreement.
Section 4.10. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the Entities pertaining to the subject matter hereof, and supersedes all prior
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and contemporaneous agreements, understandings, negotiations and discussions of the Entities,
whether oral or written, and there are no warranties, representations or other agreements among
the Entities in connection with the subject matter hereof, except as specifically set forth herein.
Section 4.11. AMENDMENTS AND WAIVERS. No amendment, supplement to,
modification or waiver of this Agreement shall be binding unless executed in writing by all
Entities hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision of this Agreement, whether or not similar, unless
otherwise expressly provided. Each such amendment, supplement, modification or waiver of
this Agreement shall be filed with the Clerk of the Circuit Court and recorded in the Official
Records. Neither the failure nor any delay by any Entity hereto in exercising any right or power
under this Agreement nor any course of dealing between or among the Entities will operate as a
waiver of such right or power, and no single or partial exercise of any such right or power will
preclude any other or further exercise of such right or power or the exercise of any other right or
power.
Section 4.12. ASSIGNMENT. No assignment of this Agreement shall be made in
whole or in part by any Entity without the express written consent of the other Entities, which
may be withheld in their sole discretion.
Section 4.13. SEVERABILITY. In the event any provision of this Agreement shall be
held invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
Section 4.14. BINDING EFFECT. To the extent provided herein, this Agreement shall
be binding upon the Entities, their respective successors and assigns and shall inure to the benefit
of the Entities, their respective successors and assigns.
Section 4.15. COSTS AND FEES ASSOCIATED WITH TRANSACTION. Except
as expressly provided otherwise in this Agreement, each Entity shall be responsible for securing
its own counsel for representation relative to the negotiation, preparation and implementation of
this Agreement, and all other matters associated with the implementation or performance
hereunder, unless otherwise specified herein; and, each Entity shall be responsible for the
payment of the fees of its own attorneys and other professional advisors or consultants in
connection therewith.
Section 4.18 NOTICES. All notices, certificates or other communications hereunder
shall be sufficiently given and shall be deemed given when hand delivered or mailed by
registered or certified mail, postage prepaid, or sent by nationally recognized overnight courier
(with delivery instructions for "next business day" service) to the Entities at the following
addresses:
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NPB:
Attn: James P. Kelly, Village Manager
Village of North Palm Beach
501 U.S. Highway One
North Palm Beach, FL 33408
Telephone Number: (561) 841 -3361
Fax: (561) 848 -3344
With a copy to:
Leonard G. Rubin, P.A.
701 Northpoint Parkway, Suite 209
West Palm Beach, FL 33407
Telephone Number: (561) 721 -1683
Fax Number: (561) 686 -8764
MPSCC:
Attn: MPSCC Executive Director
City of Palm Beach Gardens
10500 North Military Trail
Palm Beach Gardens, FL 33410
Telephone Number: (561) 799 -4499
Fax Number: (561) 799 -4473
With a copy to:
Glen J. Torcivia & Associates, P.A.
701 Northpoint Parkway, Suite 209
West Palm Beach, FL 33407
Telephone Number: (561) 686 -8700
Fax Number: (561) 686 -8764
Any of the Entities may, by notice in writing given to the others, designate any further or
different addresses to which subsequent notices, certificates or other communications shall be
sent. Any notice shall be deemed given on the date such notice is delivered by hand (or facsimile
transmission) or three days after the date mailed.
Section 4.17. APPLICABLE LAW AND VENUE. This Agreement shall be governed
by and construed in accordance with the laws of the State of Florida. Unless otherwise required
by law or otherwise agreed to by all Entities hereto, venue for any action or proceeding to
construe or enforce the provisions of this Agreement shall be in Palm Beach County, Florida.
Section 4.18. EXECUTION IN COUNTERPARTS. This Agreement may be
simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
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Section 4.19. TIME IS OF THE ESSENCE. Time is of the essence in this Agreement.
The time period specified in this Agreement shall expire at midnight on the date stated unless the
Entities agree in writing to a different date or time. Any time period provided for herein that
ends on a Saturday, Sunday or legal holiday shall extend to 5:00 P.M. on the next business day.
Section 4.20. RISK OF LOSS. At all times prior to NPB's transfer and/or assignment
of the NPB Expansion to the MPSCC, the NPB shall self - insure or maintain adequate fire and
extended insurance coverage for the cost of any repairs applicable to the NPB Expansion that
may be required by casualty damage. The risk of loss for the NPB Expansion shall pass to the
MPSCC upon assignment and /or transfer from NPB.
Section 4.21. ACCESS AND AUDIT. NPB shall maintain all agreements,
correspondence, documents, and copies of communications ( "records ") regarding the NPB
Expansion for at least three (3) years after the NPB Expansion is complete, integrated and fully
operational or as may otherwise be required by law (whichever is longer). The MPSCC shall
have access to the records for purpose of inspection or audit during normal business hours at the
NPB or as otherwise mutually agreed by the Entities.
Section 4.22. EQUAL OPPORTUNITY PROVISION. The parties agree that no
person shall, on the grounds of race, color, sex, national origin, disability, religion, ancestry,
marital status, sexual orientation, gender, gender identity or expression be excluded from the
benefits of, or be subjected to any form of discrimination under any activity carried out by the
performance of this Agreement.
Section 4.23. NO AGENCY RELATIONSHIP. Neither party is an agent or servant of
the other. No person employed by either party to this Agreement, shall in connection with the
performance of this Agreement or any services or functions contemplated hereunder, at any time,
be considered the employee of the other party, nor shall an employee claim any right in or
entitlement to any pension, workers' compensation benefit, unemployment compensation, civil
service, or other employee rights or privileges granted by operation of law or otherwise, except
through and against the party by whom they are employed.
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SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the Entities have caused this Interlocal Agreement to
expand the Interoperable Radio System on the dates set forth below:
ATTEST:
By:
Executive Director
Approved as to form and
legal sufficiency
By; ///1' Q
MPSC Attorney
ATTEST:
BY: / 0�;Z_
Melissa Teal, Village Clerk
Approved as to form and
legal sufficiency
Leonard G. Rubin, Village Attorney
MPSCC
BY:
Y
Date: ® a o , 2014
VILLAGE OF NORTH PALM BEACH
By: L,,, P t aj,
Darryl C. ubrey, Mayor
Date: " &TQ o;J , 2014
Page 12 of 14
EXHIBIT "A"
SCOPE OF NPB EXPANSION
INCLUDING PRIMARY EQUIPMENT
(consisting of 1 page)
40 XG -75 Harris Portable Radio $3,508.36 / 140,334.40
Package includes: Radio
Opens -Sky, P -25 Trunking,
P -25 Conventional, 2 batteries,
Shoulder Mic, 2 Antennas, Leather Case,
Belt Clip, Charger, Programming.
3 M7300 Harris Mobile Radio $4,243.75 / 12,731.25
Includes: Radio, Remote
Head, Noise Cancel Mic,
Install Kit, Antenna
Installed.
Page 13 of 14
EXHIBIT "B"
COVERAGE MAP
(consisting of 1 page)
Page 14 of 14
Design: Covered Area
Service: Portable, Talkback, Indoors, No SMA, OpenSky 4 -slot
Engineer. SZD4
Map type - 1:150,836
Note: Mop dencls coverage across Ore donned service area Stalstical variability does not allwv
forguatenleeofe— raoeins miiclocali a, but does represent graphically area % coverage
<- 102.OdBm <0 dBm Scale - miles
0 4