Edina/Agree/Radio

COOPERATIVE AGREEMENT FOR SHARED/HOSTED 9-1-1 CALL HANDLING SYSTEM

THIS AGREEMENT is made and entered into by and between Salt Lake Valley Emergency Communication Center (“SLVECC”), Weber Area Dispatch 911 and Emergency Services District (“District”), Salt Lake Communications Center, Department of Public Safety (“DPS”), Unified Police of Greater Salt Lake Dispatch Center (“Unified”), Salt Lake City Dispatch (“SLC911”), Bountiful City Dispatch (“Bountiful”) and The University of Utah Department of Public Safety (U of U PD), (collectively, the “Partners”) representing individual Public Safety Answering Points (“PSAPs”),

WITNESSETH:

WHEREAS, the Partners desire to create a consortium of PSAPs to facilitate the planning, operation, maintenance, and governance of a regional Internet Protocol based 9-1-1 emergency call answering system, hereafter known as the Greater Wasatch Multi-Node System; and

WHEREAS, the Partners have been investigating and evaluating suitable ESINet/Next Gen 9-1-1 emergency call delivery strategies, including use of locally owned/controlled fiber optic facilities, to support regional public safety applications and their integration among Wasatch Front area PSAPs; and

WHEREAS, all of the Partners’ PSAPs had immediate needs to begin their local call answering replacement options; and

WHEREAS, the PSAPs requiring equipment and/or significant software upgrades will benefit financially and operationally from common ownership and a cooperative approach; and

WHEREAS, the Partners to this Agreement have performed research for a shared/hosted 9-1-1 call handling system that could be networked among and utilized by the PSAPs needing equipment and/or software upgrades; and

WHEREAS, the proposal of the Equipment Vendor (as defined herein) was selected because it offers a shared/hosted 9-1-1 call handling system that is technically sound, provides opportunities to contain aggregate costs, enhances PSAP telephone call processing interoperability, improves intra-PSAP and inter-PSAP backup processes, and offers best value; and

WHEREAS, the PSAPs have the expertise to serve as Contract Manager/Fiscal Agent on behalf of their respective governmental entity to this Agreement who own and operate the PSAPs; and

WHEREAS, the Partners are all “governmental units” as that term is used pursuant to the Utah Interlocal Cooperation Act, Utah Code Ann. §§ 11-13-101 to -315 (2013), to enter into agreements for the joint cooperation of the Parties for the benefit of the public.

NOW, THEREFORE, in consideration of the mutual undertakings and agreements hereinafter set forth, the Partners agree as follows:

ARTICLE 1

PURPOSE

1.01The purpose of this Agreement is to define the rights and obligations of the Partners with respect to the cooperative and coordinated procurement, construction, implementation, operation and maintenance of a Shared/Hosted 9-1-1 Call Handling System (“Project”), and to potentially provide for adding other PSAPs along the Wasatch Front in the future.

ARTICLE 2

COOPERATION

2.01The Partners hereto will cooperate and use their best efforts to ensure that the various provisions of this Agreement are fulfilled. The Partners agree in good faith to undertake the resolution of disputes, if any, in an equitable and timely manner and in accordance with the provisions of this Agreement.

ARTICLE 3

DEFINITIONS

3.01 Common Equipment – Equipment that is required for the participating PSAPs to have in order to receive and process calls on the multimode system. Common equipment includes but is not limited to: client workstation monitors, local central processing units, gateways, routers, switches and other peripherals located in the PSAPs that are required under the agreement with the Equipment Vendor.

3.01.1 PSAP Access Circuits – Circuits required by the PSAP to access the multimode system.

3.01.2 Critical Spare Parts – Parts to the multimode system that each PSAP is required to have on hand in case of part failure or the part needs to be replaced for some reason. A list of Critical Spare Parts is found under Article 6.06.

3.01.3 Next Generation 9-1-1 Backbone – As shown below, the backbone includes any DS 1 to the AS5350, MPLS VPNs and the IPSR in Miami, FL and Englewood, CO.

3.02 “Host” location means the specific location(s) which is housing the Common Equipment. The Host locations are currently SLVECC and the District.

3.03 “Equal Voting” means each Partner has one vote. Equal Voting requires a Simple Majority Quorum to vote, and a majority vote of the representatives present to adopt a resolution.

3.04 “Equipment Room” means the location in a PSAP which houses the central processing units, gateways, routers, switches and other peripherals required to allow interoperability between the Common Equipment and the PSAP remote workstations.

3.05 “Equipment Vendor” means the vendor which is under contract with the Partners for the purchase of System equipment, software, and related services identified in a duly executed purchase agreement.

3.06 “Maintenance Vendor” means the vendor which is under contract with the Partners for services for the Common Equipment and the PSAP Equipment identified in a duly executed maintenance agreement.

3.07 “Owner” means the Partners.

3.08 “Ownership Percentage” means the percentage of each Partner’s indivisible ownership of the Common Equipment (as described in 3.01) , and is also equal to the percentage of each Partner’s payments for the Common Equipment. This formula only applies to the Common Equipment, voting will be ‘equal voting’ for each partner PSAP. The following formula will be used to determine Ownership Percentage for each PSAP: (E + R + P) / T = OP

“E” represents one half of the Common Equipment Cost allocated equally among the Partners (e.g. 1/10).

“R” represents one half of the Common Equipment Cost allocated by a ratio of the count of a PSAP’s trunks to the count of all trunks (e.g. 4/143).

“P” represents the PSAP’s Local Equipment Cost.

“T” represents the overall Total System Cost.

“OP” represents the Ownership Percentage.

3.08.01 If at some point the State 911 Committee no longer financially covers the NextGeneration 911 backbone, the associated costs will then be calculated in with the common equipment (PSAP Access Circuits and Critical Spare Parts).

3.09 “PSAP Equipment” means client workstation monitors, local central processing units, gateways, routers, switches and other peripherals located in the PSAPs that are required under the agreement with the Equipment Vendor to facilitate the processing of 9-1-1 calls routed from the Common Equipment.

3.10 “Simple Majority” means a majority of the Partners to this Agreement are present at a meeting.

3.10.1 “Simple Majority Vote”. Means a voting system whereby the highest number of votes for any one question designates the winner; one more than half of those voting on a question.

3.11 “Shared/Hosted System” or “System” means a 9-1-1 Call Handling System which has Common Equipment at one or more host locations providing shared call distribution services to remote client workstations at PSAPs.

3.12 “System Owners Group” or “SOG” means a group made up of a single representative from each Partner.

3.13 “Wide Area Network (WAN)” means the data connectivity media and equipment (including fiber, copper, and other suitable transport modes) which delivers information between and among the Data Center(s), equipment rooms and PSAPs.

ARTICLE 4

TERM

4.01This Agreement shall take effect upon execution by all Partners, and shall have an initial term of five years (Initial Term).

4.02 On December 31, 2017 this Agreement shall take effect upon execution by all Partners and shall have a term of ten years. (Renewed Term)

4.02This Agreement will automatically renew for successive 5 year periods (Renewal Terms) following expiration of the Renewed Term.

ARTICLE 5

ROLES AND RESPONSIBILITIES OF THE PARTNERS

5.01 Each Partner will assume the roles and responsibilities as described herein.

5.02Each Partner shall sign the agreement with the Equipment Vendor for the purchase of the Common Equipment, the PSAP Equipment, and related software, including licenses and services, and amendments to the agreement for future moves, additions and changes to the Common Equipment and PSAP Equipment and related software, including licenses and services.

5.03Each Partner shall be responsible for its share of the cost for the initial acquisition of, and any future moves, additions and changes to, the Common Equipment, and for related software, including licenses and services, as set forth in the agreement with the Equipment Vendor and amendments to the agreement, based on Ownership Percentage at the time of the purchase.

5.04Each Partner shall be responsible for the full cost for its PSAP Equipment and related software, including licenses and services, and for future moves, additions and changes to the PSAP Equipment as set forth in the agreement with the Equipment Vendor and amendments to the agreement.

5.05Upon receipt of the Equipment Vendor’s invoice, each Partner shall directly pay the Equipment Vendor for the purchase of the Common Equipment and the PSAP Equipment and related software, including licenses and services, in accordance with the terms of the purchase agreement and any amendments thereto.

5.06Following System acceptance and upon final payment, a Partner shall own an undivided share of the Common Equipment and any future equipment changes or additions based on its Ownership Percentage at the time of the purchase.

5.08A Partner shall solely own its PSAP Equipment. Each PSAP shall be responsible for its back-up and disaster recovery strategy, including cost of hardware, software and licenses.

5.09Each Partner shall sign the agreement with the Maintenance Vendor for maintenance of the Common Equipment and the PSAP Equipment.

5.10All Common Equipment, PSAPS Equipment, and maintenance services shall be purchased solely from the Equipment Vendor pursuant to the provisions of the agreements with the Equipment Vendor and the Maintenance Vendor, except as otherwise authorized by the SOG.

ARTICLE 6

ROLES AND RESPONSIBILITIES OF COMMITTEE

6.01The Partners will designate a chairperson of the SOG to serve a one year term.

6.02All contracts entered into by the partners pursuant to authorization granted in this Agreement shall clearly stipulate that the chairperson is not an Owner but is acting on behalf of the Partners pursuant to delegation of authority under this Agreement.

6.03When signing a contract in its capacity as the chairperson under this Agreement, the signatory shall be the Chairperson or a duly authorized designee.

6.04The Partners shall execute a single purchase agreement with the Equipment Vendor for the procurement, construction, and implementation of the Common Equipment and the PSAPs equipment and related software and services.

6.05The Partners shall execute a single contract with the Maintenance Vendor for ongoing annual maintenance of the Common Equipment and the PSAPs Equipment.

6.06Critical Spare Parts that should be available are itemized in Attachment A.

ARTICLE 7

SITE OF COMMON EQUIPMENT

7.01One Host location shall be located at the site of the Salt Lake Valley Emergency Communication Center at 5360 S. Ridge Village Drive, West Valley, Utah 84118

7.02 One Host location shall be located at the site of the Weber Area Dispatch 911 and Emergency Services District at 2186 Lincoln Ave, Ogden, Utah 84401.

ARTICLE 8

GOVERNANCE-SYSTEM OWNERS GROUP

8.01A System Owners Group, consisting of one representative designated by each Partner’s governing body, or that person’s designee, shall meet quarterly, and at such other times as deemed necessary by the Chairperson to carry out the purposes of this Agreement. The representative and/or designee must be a person familiar with the Partner’s PSAPs operations as a supervisor or manager. Each Partner may designate one or more alternates. Each Partner shall provide to the Chairperson a resolution or letter which identifies the representative and alternates, by title or name, and authorizes their participation in the SOG.

8.02The SOG shall select a Chairperson and an Assistant Chairperson.

8.03The System Owners Group shall:

8.03.1Assist the chairperson with the creation and configuration of the System’s global settings, set standards, and provide the information to the chairperson to be added to the next SOG agenda for vote (approval);

8.03.2Develop System technical, operations and maintenance standards and provide to the chairperson to be added to the next SOG agenda for vote (approval); and

8.03.3Maintain ongoing communications with, and provide assistance to, the chairperson on an ongoing basis regarding the status of contract issues with the Equipment Vendor and the Maintenance Vendor.

8.03.4 Following implementation of the System, the System Owners Group shall be responsible for developing plans for future System moves, additions and changes for discussion and approval.

8.03.5 Equal Voting shall be used on all matters.

8.03.6Each representative shall be entitled to vote, including the Chairperson.

8.03.7 Ensure management, accountability, replenishment and replacement of the critical spare parts program.

8.04The chairperson shall:

8.04.01 Schedule all meetings with SOG

8.04.02 Prepare and distribute meeting agenda and minutes and electronically store in an agreed upon location that is accessible by all partners.

8.04.03 Maintain spreadsheet on critical spare parts inventory and electronically store in an agreed upon location that is accessible by all partners.

ARTICLE 9

ADDITIONAL PARTNERS

9.01 Additional PSAP owners may become Partners to this Agreement upon approval of the System Owners Group by vote.

9.02 The System Owners Group shall, by voting, establish conditions for another PSAP owner becoming a Partner, including sharing in an allocation of a prorated share of the initial cost of the critical spare parts.

9.03 The amendment to this Agreement shall be signed by the Partners and the additional PSAP owner, and shall include a recalculation of the PSAP Access Circuits and critical spare parts as referenced in Article 3. The new Partnership becomes effective upon payment by the new Partner of its share of the initial cost of the Common Equipment.

9.04 The new Partner shall purchase the necessary critical spare parts, as identified by the vendor and agreed upon by the SOG to be added to the common equipment of critical spare parts cache.

ARTICLE 10

WITHDRAWAL AND TERMINATION

10.01 No Partner may withdraw from its financial obligations herein during the Initial Term.

10.02A Partner may withdraw from this Agreement effective at the commencement of any Renewal Term by providing written notice to all other Partners at least 18 months prior to commencement of such Renewal Term.

10.03If a Partner withdraws in accordance with the provisions of Article 10.02, the withdrawing Partner shall automatically forfeit its undivided ownership interest in the Common Equipment to the remaining Partners and the Ownership Percentages for all remaining Partners shall be recalculated.

10.04 If a majority of the System Owners Group, elects to terminate this Agreement, then the Common Equipment shall first be offered to the Partners for purchase. If no Partners desire to purchase the Common Equipment, it shall be sold by the SOG chairperson in the open market. If one or more Partners to this Agreement desire to purchase the Common Equipment, as approved by the SOG, then the SOG chairperson shall obtain an appraisal and shall negotiate a sale of part or all of the Common Equipment to one or more Partners, subject to approval by the SOG. If such negotiations are unsuccessful or if the sale is not approved by the SOG, then the SOG chairperson shall sell the remaining Common Equipment at auction to the highest bidder. In any case, the net proceeds shall be divided among the then-existing Partners by respective Ownership Percentage.

ARTICLE 11

INDEPENDENT CONTRACTOR

11.01Each Partner is, and shall remain, an independent contractor with respect to all services performed under this Agreement. Each Partner shall select the means, method, and manner of performing their respective services herein. Nothing is intended or should be construed in any manner as creating or establishing the relationship of a partnership between the Partners hereto or as constituting any partner as the agent, representative, or employee of the other for any purpose or in any manner whatsoever. Each Partner represents that it has or will secure at its own expense all personnel required in performing their respective services under this Agreement. Any and all personnel of any Partner or other persons engaged in the performance of any work or services under this Agreement shall not be considered an employee of any other. Any and all claims that may or might arise under the Unemployment Insurance Act, the Workers' Compensation Act of the State of Utah, or any other applicable Federal or State law, rule, or regulation on behalf of said personnel, arising out of employment or alleged employment, including, without limitation, claims of discrimination against any Partner or its officers, agents, contractors, or employees shall in no way be the responsibility of any other Partner.

ARTICLE 12

INDEMNIFICATION AND INSURANCE

12.01Each party is responsible for its own wrongful or negligent acts which it committed or is committed by its agents, officials, or employees. No party waives any defenses otherwise available under the Governmental Immunity Act of Utah.

ARTICLE 13

DATA PRIVACY

13.01The Partners agree to abide by all applicable State and Federal laws and regulations concerning the handling and disclosure of private and confidential information concerning individuals and/or data including but not limited to information made non-public by such laws or regulations.

ARTICLE 14

UTAH LAWS GOVERN AND SEVERABILITY

14.01The laws of the State of Utah shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations and performance obligations between the Partners herein.

ARTICLE 15

RECORDS - AVAILABILITY

15.01The Partners agree that each Partner hereto the State Auditor, or any of their duly authorized representatives at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any Government data, which are pertinent to the accounting practices and procedures of the Partners and involve transactions relating to this Agreement.