Joint Voice Logging Equipment Committee Memorandum of Understanding
Purpose
This Memorandum of Understanding establishes guidelines for collaboration between the Counties of Dodge, Fillmore, Goodhue, Houston, Olmsted County/City of Rochester, Wabasha and Winona (Hereinafter “Party”)_ in the purchase and management of the joint voice logging system
Agreement Term .
This memorandum shall commence onis intended to be retroactive to May 1, 2014 and shall continue for the life of the equipment purchased, including a reasonable period of time once the equipment has reached the end of its service life to dispose of or arrange for recycling of the equipment.
Termination
This memorandum can be terminated by any party with a six month written notice to the other parties prior to July 1 of any given year. If the agreement becomes terminated as to any party giving notice, the memorandum shall remain in effect for any parties who have not given notice of termination and wish to continue to utilize the memorandum. Termination shall not discharge any liability incurred by the parties during the term of the Agreement. In the event the memorandum is terminated by all of the parties, the voice logging equipment shall be disposed of by Olmsted County/City of Rochester and each of the remaining parties shall be responsible for a pro rata share of any disposal costs.
Definitions
1. Party, -the initial members of this agreement – the Counties of Dodge, Fillmore, Goodhue, Houston, Olmsted County/City of Rochester, Wabasha and Winona
2. Equipment, Voice Logging equipment purchased for this initiative including the value of the equipment at the time of original acquisition is listed in the attached Exhibit A.
3. Vendor, the company(ies) involved in furnishing or repair of the voice logging equipment
Procedure
1. Purchase of Equipment. Olmsted County/City of Rochester will purchase specified voice logging equipment items agreed upon in advance by the parties to this agreement. Once purchased, each party shall initially possess a pro rata ownership interest in the equipment . However, each party shall subsequently transfer their pro rata ownership interest to the Board which has agreed to accept ownership of it. Each party agrees to pay a pro rata share of the initial equipment costs. Each party needing additional recording talk groups for the system, shall pay the additional recording talk group fee as well as any additional costs related to server space needed to accommodate this expansion set by Olmsted County/City of Rochester. Once the transfer of ownership to the Purchased Equipment to the Board has taken place, the Board will capitalize the depreciated value of the equipment on its financial statements.
2. Location of Equipment. The jointly owned equipment will be located at the Olmsted County/City of Rochester Dispatch Center. If there is any required information, training or required additions to this equipment, Olmsted County/City of Rochester will inform the parties of the equipment to discuss needs and costs.
3. Maintenance of the Equipment:
a. Normal Equipment Maintenance - Olmsted County/City of Rochester will monitor the jointly owned equipment located in the Olmsted County/City of Rochester Dispatch Center. Olmsted County/City of Rochester will inform the parties of operational or maintenance concerns arising from the use of the equipment. Olmsted County/City of Rochester will arrange with an approved vendor to provide any maintenance services needed to maintain the equipment in proper working order.
b. Emergency Repairs - In the event that an emergency arises, Olmsted County/City of Rochester will contact parties as soon as the situation presents itself. Olmsted County/City of Rochester will have authority to act on behalf of the parties of the equipment in any emergency situation where repair are needed to adequately protect public safety. Any costs associated with said emergency repairs will be split equally between the parties. If the parties of the Committee cannot be invoiced and pay their allotted share of repair costs in time to meet the payment terms set by the vendor, the Emergency Communications BoardOlmsted County/City of Rochester shall pay the entire bill on behalf of the Committee and each party shall then reimburse the Emergency Communications BoardOlmsted County/City of Rochester by paying its allotted share of the bill to the Emergency Communications Board Olmsted County/City of Rochester within 305 days of a request for payment. In the event the other parties fail to pay their share to Olmsted County/City of Rochester within the time allotted, then interest on the outstanding balance shall accrue at the rate of 4% per annum.
c. Maintenance for Subsystem Equipment - Operational and maintenance issues related to equipment for or connectivity to the subsystems in the respective parties dispatch centers shall be the responsibility of each individual party to diagnose and repair.
d. Maintenance Costs
Maintenance costs include, but are not limited to, equipment repairs or replacement due to equipment failure, damage to equipment and includes the cost for replacement of equipment if it becomes obsolete or unrepairable. Olmsted County/City of Rochester will receive and pay invoices for equipment maintenance costs as stated in the contract with the vendor on behalf of the other parties. Invoices will be paid in accordance with their stated payment terms. Other parties shall pay Olmsted County/City of Rochester for their share of any emergency repair expenses within 35 days of the date of an invoice mailed by Olmsted County/City of Rochester and for their share of annual maintenance expenses by March 1 of each year for expenses which have been incurred during the previous calendar year. In the event the other parties fail to pay their share to Olmsted County/City of Rochester within the time allotted, then interest on the outstanding balance shall accrue at the rate of 4% per annum. If the maintenance vendor changes the payment due date for the equipment annual maintenance fee from May 5 to a different date, the parties shall pay Olmsted County/City of Rochester their required shares of the fee at least 2 months in advance of the changed effective date.
e. Insuring the Equipment
The parties to this Committee which form a subset of the Southeastern Minnesota Regional Emergency Communications Board agree that the Board, with the Board’s written consent, shall provide liability and casualty insurance coverage to protect the parties in the event the jointly purchased equipment located in the Olmsted County/City of Rochester Dispatch Center becomes damaged, destroyed, lost or stolen. However, only the parties to the voice logging equipment Committee shall be obligated to each pay a pro rata share of any insurance premiums related to this equipment and to receive a pro rata share of any insurance proceeds in the event of a claim being processed. In addition, if the expansion in insurance coverage caused by extending coverage to the voicelogging equipment causes the rates which the Board pays for insurance to increase, the parties to this Committee shall each be responsible to pay a pro rata share of any such increase.
f. Replacement of Equipment
When the voice logging equipment is nearing the end of its life expectancy as determined by a majority vote of all of the parties of the Committee , the parties shall enter into discussions concerning the type and allocation of costs for replacement equipment. If the equipment to be replaced has some resale value, once the equipment has been disposed of, any proceeds received from the sale shall be split pro rata among the parties to the Committee. If an agreement concerning the terms to acquire replacement equipment cannot be reached by all of the parties , the dispute resolution provision found in Section 7 of this agreement shall apply.
5. Indemnification and Hold Harmless – Each party shall be liable for its own acts to the extent provided by law and hereby agrees to indemnify, hold harmless and defend the other parties, their officers, employees against any and all liability, loss, costs, damages, expenses, claims and actions, including attorney’s fees which the other parties, their officers and employees, may hereafter sustain, incur or be required to pay, arising out of or by reason of any act or omission of a different party, its agents, servants or employees, in the execution, performance or failure to adequately perform its obligations pursuant to this memorandum. It is understood and agreed that each party’s liability shall be limited by the provisions of Minnesota Statutes Chapter 466 or other applicable law. Nothing herein shall be construed to limit any party from asserting against third parties any defenses or immunities (including common law, statutory and constitutional) it may have or be construed to create a basis for a claim or suit when none would otherwise exist.
6. Additional Parties
Any members of the Emergency Communications Board that do not participate as a party to the Committee, but would like to become a member of this shared voice logging equipment Committee, those member(s) will need to apply and be approved by an affirmative vote of a majority of the parties on the Committee. Once a new party is approved, the Committee shall determine the share of the initial equipment cost set forth on the Voice Logging Equipment Cost Spreadsheet attached as Exhibit A. which that party must reimburse the other parties for. In addition, the Committee shall establish a pro rata share of the maintenance fees to be paid by the new party as estimated on the Voice Logging Equipment Cost Spreadsheet attached as Exhibit A.
7. Dispute Resolution – In the event a dispute arises among the parties of this Committee sharing the voice logging equipment which cannot be resolved by direct dialogue between the members, a majority vote of all of the members of the Committee shall determine which course of action shall be pursued concerning the acquisition, maintenance or disposal of voice logging equipment.
Exhibit A – List and Acquisition Costs of Shared Voice Logging Equipment
Execution
Approved as to form and execution:
______
Dodge County Attorney/ Date
IN TESTIMONY WHEREOF the Dodge County Board of Commissioners has caused this Memorandum to be executed by the persons authorized to act for the Board this ____ day of ______2015.
DODGE COUNTY BOARD OF COMMISSIONERS
Lyle Tjosaas, Chairperson – Dodge County Board
ATTEST:
______
Jim Elmquist, Dodge County Administrator
Approved as to form and execution:
______
Fillmore County Attorney/ Date
IN TESTIMONY WHEREOF the Fillmore County Board of Commissioners has caused this Memorandum to be executed by the persons authorized to act for the Board this ___ day of ______2015.
FILLMORE COUNTY BOARD OF COMMISSIONERS
Randy Dahl, Chairperson – Fillmore County Board
ATTEST:
______
Bobbie Vickerman, Clerk-Coordinator
Approved as to form and execution:
______
Goodhue County Attorney/ Date
IN TESTIMONY WHEREOF the Goodhue County Board of Commissioners has caused this Memorandum to be executed by the persons authorized to act for the Board this ____ day of ______2015.
GOODHUE COUNTY BOARD OF COMMISSIONERS
, Chairperson – Goodhue County Board
ATTEST:
______
, Goodhue County Administrator
Approved as to form and execution:
______
Houston County Attorney/ Date
IN TESTIMONY WHEREOF the Houston County Board of Commissioners has caused this Memorandum to be executed by the persons authorized to act for the Board this ____ day of ______2015.
GOODHUE COUNTY BOARD OF COMMISSIONERS
Steve Schuldt, Chairperson – Houston County Board
ATTEST:
______
, Houston County Administrator
Approved as to form and execution:
______
Olmsted County Attorney/ Date
IN TESTIMONY WHEREOF the Olmsted County Board of Commissioners has caused this Memorandum to be executed by the persons authorized to act for the Board and on behalf of the City of Rochester with which it jointly manages the Olmsted County/City of Rochester Dispatch Center this ____ day of ______2015.
OLMSTED COUNTY BOARD OF COMMISSIONERS
Paul Wilson, Chairperson – Olmsted County Board
ATTEST:
______
Richard G. Devlin, Olmsted CountyAdministrator
Approved as to form and execution:
______
Wabasha County Attorney/ Date
IN TESTIMONY WHEREOF the Wabasha County Board of Commissioners has caused this Memorandum to be executed by the persons authorized to act for the Board this ____ day of ______2015.
WABASHA COUNTY BOARD OF COMMISSIONERS
, Chairperson – Wabasha County Board
ATTEST:
______
Michael Plante, Wabasha County Administrator
Approved as to form and execution:
______
Winona County Attorney/ Date
IN TESTIMONY WHEREOF the Winona County Board of Commissioners has caused this Memorandum to be executed by the persons authorized to act for the Board this ____ day of ______2015.
WINONA COUNTY BOARD OF COMMISSIONERS
, Chairperson – Winona County Board
ATTEST:
______
, Winona County Administrator
04/20/15